-----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, PHGGimZbkuJG2p7wGrjjY9LRrp7jdGX0lOM2/SdAl3OBQL2fmWqYVczEBdu3z4OG fiyKCcdDwEFllJFzkN99BQ== 0000088053-05-001004.txt : 20050826 0000088053-05-001004.hdr.sgml : 20050826 20050826120938 ACCESSION NUMBER: 0000088053-05-001004 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050826 EFFECTIVENESS DATE: 20050826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER INVESTMENT PORTFOLIOS CENTRAL INDEX KEY: 0000906619 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-07774 FILM NUMBER: 051050893 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TOWER STREET 2: C/O SIGNATURE FINANCIAL GROUP CITY: PITTSBURGH STATE: PA ZIP: 15222-3779 BUSINESS PHONE: 6174230800 MAIL ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: XX CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: BT INVESTMENT PORTFOLIOS DATE OF NAME CHANGE: 19930917 N-PX 1 npx-allfunds.txt N-PX FILINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF Asset Management Portfolio II Asset Management Portfolio III EAFE Equity Index Portfolio PreservationPlus Portfolio Scudder Limited-Duration Plus Portfolio U.S. Bond Index Portfolio Each a Series of Scudder Investment Portfolios Investment Company Act file number 811-07774 Scudder Investment Portfolios (Exact name of registrant as specified in charter) One South Street Baltimore, MD 21202 (Address of principal executive offices) (Zip code) John Millette Secretary Two International Place Boston, MA 02110 (Name and address of agent for service) Registrant's telephone number, including area code: 617-295-1000 Date of fiscal year end: 03/31 ----- Asset Management Portfolio II Asset Management Portfolio III Date of fiscal year end: 09/30 ----- PreservationPlus Income Portfolio Scudder Limited-Duration Plus Portfolio Date of fiscal year end: 12/31 ----- U.S. Bond Index Portfolio EAFE Equity Index Portfolio Date of reporting period: 7/1/04-6/30/05 ---------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. ProxyEdge - Investment Company Report Report Date: 08/08/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Asset Management Portfolio II
- ---------------------------------------------------------------------------------------------------------------------------- BED BATH & BEYOND INC. BBBY Annual Meeting Date: 07/01/2004 Issuer: 075896 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No 04 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No 05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- CENTEX CORPORATION CTX Annual Meeting Date: 07/15/2004 Issuer: 152312 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- DELL INC. Annual Meeting Date: 07/16/2004 Issuer: 24702R ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE Shareholder For Yes - ---------------------------------------------------------------------------------------------------------------------------- MCKESSON CORPORATION MCK Annual Meeting Date: 07/28/2004 Issuer: 58155Q ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- R.J. REYNOLDS TOBACCO HOLDINGS, INC. RJR Special Meeting Date: 07/28/2004 Issuer: 76182K ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 MISCELLANEOUS CORPORATE ACTIONS Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes - ---------------------------------------------------------------------------------------------------------------------------- THE ST. PAUL TRAVELERS COMPANIES, IN SPC Annual Meeting Date: 07/28/2004 Issuer: 792860 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No - ---------------------------------------------------------------------------------------------------------------------------- ELECTRONIC ARTS INC. ERTS Annual Meeting Date: 07/29/2004 Issuer: 285512 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes 03 AMEND STOCK PURCHASE PLAN Management For No 04 APPROVE REVERSE STOCK SPLIT Shareholder For No 05 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes 06 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- XILINX, INC. XLNX Annual Meeting Date: 08/05/2004 Issuer: 983919 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION CSC Annual Meeting Date: 08/09/2004 Issuer: 205363 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 ADOPT INCENTIVE STOCK OPTION PLAN Management For No 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- FOREST LABORATORIES, INC. FRX Annual Meeting Date: 08/11/2004 Issuer: 345838 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No 03 ADOPT STOCK OPTION PLAN Management For No 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORPORATION CFC Special Meeting Date: 08/17/2004 Issuer: 222372 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No - ---------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION NVDA Annual Meeting Date: 08/19/2004 Issuer: 67066G ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- CHARTER ONE FINANCIAL, INC. CF Special Meeting Date: 08/23/2004 Issuer: 160903 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes - ---------------------------------------------------------------------------------------------------------------------------- BMC SOFTWARE, INC. BMC Annual Meeting Date: 08/24/2004 Issuer: 055921 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUWARE CORPORATION CPWR Annual Meeting Date: 08/24/2004 Issuer: 205638 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- QLOGIC CORPORATION QLGC Annual Meeting Date: 08/24/2004 Issuer: 747277 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUTER ASSOCIATES INTERNATIONAL, I CA Annual Meeting Date: 08/25/2004 Issuer: 204912 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- VERITAS SOFTWARE CORPORATION VRTSE Annual Meeting Date: 08/25/2004 Issuer: 923436 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- MEDTRONIC, INC. MDT Annual Meeting Date: 08/26/2004 Issuer: 585055 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- NORTH FORK BANCORPORATION, INC. NFB Special Meeting Date: 08/31/2004 Issuer: 659424 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No - ---------------------------------------------------------------------------------------------------------------------------- APPLIED MICRO CIRCUITS CORPORATION AMCC Annual Meeting Date: 09/01/2004 Issuer: 03822W ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- NETWORK APPLIANCE, INC. NTAP Annual Meeting Date: 09/02/2004 Issuer: 64120L ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE Management Against Yes SHARES 03 AMEND STOCK PURCHASE PLAN Management For No 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- H&R BLOCK, INC. HRB Annual Meeting Date: 09/08/2004 Issuer: 093671 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes 03 AMEND STOCK OPTION PLAN Management For No 04 AMEND STOCK OPTION PLAN Management For No 05 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- H.J. HEINZ COMPANY HNZ Annual Meeting Date: 09/08/2004 Issuer: 423074 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION VLO Special Meeting Date: 09/13/2004 Issuer: 91913Y ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No - ---------------------------------------------------------------------------------------------------------------------------- SUNTRUST BANKS, INC. STI Special Meeting Date: 09/15/2004 Issuer: 867914 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes ProxyEdge - Investment Company Report Report Date: 08/08/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Asset Management Portfolio III - ---------------------------------------------------------------------------------------------------------------------------- BED BATH & BEYOND INC. BBBY Annual Meeting Date: 07/01/2004 Issuer: 075896 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No 04 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No 05 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- CENTEX CORPORATION CTX Annual Meeting Date: 07/15/2004 Issuer: 152312 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- DELL INC. Annual Meeting Date: 07/16/2004 Issuer: 24702R ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 S/H PROPOSAL - FORM SHAREHOLDER ADVISORY COMMITTEE Shareholder For Yes - ---------------------------------------------------------------------------------------------------------------------------- MCKESSON CORPORATION MCK Annual Meeting Date: 07/28/2004 Issuer: 58155Q ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- R.J. REYNOLDS TOBACCO HOLDINGS, INC. RJR Special Meeting Date: 07/28/2004 Issuer: 76182K ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 MISCELLANEOUS CORPORATE ACTIONS Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes - ---------------------------------------------------------------------------------------------------------------------------- THE ST. PAUL TRAVELERS COMPANIES, IN SPC Annual Meeting Date: 07/28/2004 Issuer: 792860 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 ADOPT INCENTIVE STOCK OPTION PLAN Management For No - ---------------------------------------------------------------------------------------------------------------------------- ELECTRONIC ARTS INC. ERTS Annual Meeting Date: 07/29/2004 Issuer: 285512 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes 03 AMEND STOCK PURCHASE PLAN Management For No 04 APPROVE REVERSE STOCK SPLIT Shareholder For No 05 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes 06 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- XILINX, INC. XLNX Annual Meeting Date: 08/05/2004 Issuer: 983919 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUTER SCIENCES CORPORATION CSC Annual Meeting Date: 08/09/2004 Issuer: 205363 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 ADOPT INCENTIVE STOCK OPTION PLAN Management For No 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- FOREST LABORATORIES, INC. FRX Annual Meeting Date: 08/11/2004 Issuer: 345838 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No 03 ADOPT STOCK OPTION PLAN Management For No 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COUNTRYWIDE FINANCIAL CORPORATION CFC Special Meeting Date: 08/17/2004 Issuer: 222372 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No - ---------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION NVDA Annual Meeting Date: 08/19/2004 Issuer: 67066G ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- CHARTER ONE FINANCIAL, INC. CF Special Meeting Date: 08/23/2004 Issuer: 160903 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes - ---------------------------------------------------------------------------------------------------------------------------- BMC SOFTWARE, INC. BMC Annual Meeting Date: 08/24/2004 Issuer: 055921 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUWARE CORPORATION CPWR Annual Meeting Date: 08/24/2004 Issuer: 205638 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- QLOGIC CORPORATION QLGC Annual Meeting Date: 08/24/2004 Issuer: 747277 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- COMPUTER ASSOCIATES INTERNATIONAL, I CA Annual Meeting Date: 08/25/2004 Issuer: 204912 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 MISCELLANEOUS SHAREHOLDER PROPOSAL Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- VERITAS SOFTWARE CORPORATION VRTSE Annual Meeting Date: 08/25/2004 Issuer: 923436 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN Management Against Yes 03 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- MEDTRONIC, INC. MDT Annual Meeting Date: 08/26/2004 Issuer: 585055 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No 03 S/H PROPOSAL - CORPORATE GOVERNANCE Shareholder Against No - ---------------------------------------------------------------------------------------------------------------------------- NORTH FORK BANCORPORATION, INC. NFB Special Meeting Date: 08/31/2004 Issuer: 659424 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No - ---------------------------------------------------------------------------------------------------------------------------- APPLIED MICRO CIRCUITS CORPORATION AMCC Annual Meeting Date: 09/01/2004 Issuer: 03822W ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- NETWORK APPLIANCE, INC. NTAP Annual Meeting Date: 09/02/2004 Issuer: 64120L ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 AMEND INCENTIVE STOCK OPTION PLAN TO INCREASE Management Against Yes SHARES 03 AMEND STOCK PURCHASE PLAN Management For No 04 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- H&R BLOCK, INC. HRB Annual Meeting Date: 09/08/2004 Issuer: 093671 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder Against Yes 03 AMEND STOCK OPTION PLAN Management For No 04 AMEND STOCK OPTION PLAN Management For No 05 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- H.J. HEINZ COMPANY HNZ Annual Meeting Date: 09/08/2004 Issuer: 423074 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS Management For No 02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For No - ---------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION VLO Special Meeting Date: 09/13/2004 Issuer: 91913Y ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE AUTHORIZED COMMON STOCK INCREASE Shareholder For No - ---------------------------------------------------------------------------------------------------------------------------- SUNTRUST BANKS, INC. STI Special Meeting Date: 09/15/2004 Issuer: 867914 ISIN: SEDOL: - ---------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ---------------------------------------------------------------------------------------------------------------------------- 01 APPROVE MERGER AGREEMENT Management For No 02 APPROVE MOTION TO ADJOURN MEETING Management Against Yes
ProxyEdge - Investment Company Report Report Date: 08/10/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Scudder Inv Portfolio EAFE Equity Index Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------ VOESTALPINE AG AGM Meeting Date: 07/01/2004 Issuer: A9101Y103 ISIN: AT0000937503 BLOCKING SEDOL: 4943402, 5097762 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT, THE MANAGEMENT AND Management THE SUPERVISORY REPORTS FOR THE FY 2003/2004 2. APPROVE THE ALLOCATION OF THE NET INCOME Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management FOR THE FY 2003/2004 4. APPROVE THE ACTIONS OF THE SUPERVISORY BOARD Management ON THE FY 2003/2004 5. APPROVE THE STATUARY ALLOWANCE OF THE SUPERVISORY Management BOARD FOR THE FY 2003/2004 6. ELECT THE AUDITOR FOR THE BUSINESS YEAR 2004/2005 Management 7. ELECT THE SUPERVISORY BOARD Management 8. GRANT AUTHORITY TO REPURCHASE THE COMPANY SHARES Management UP TO 10% OF THE COMPANY STOC K FROM EUR 15 TO EUR 50 FOR A PERIOD OF 18 MONTHS 9. APPROVE TO CHANGE OF THE STOCK OPTION PROGRAM Management OF 2001 10. APPROVE THE CHANGE OF STATUTE TO HAVE THE POSSIBILITY Management TO ELECT A SECOND SUBSTI TUTE OF THE SUPERVISORY BOARD - ------------------------------------------------------------------------------------------------------------------------------------ 3I GROUP PLC (FORMERLY INVESTORS IN INDUSTRY PLC) AGM Meeting Date: 07/07/2004 Issuer: G4708P104 ISIN: GB0008886938 SEDOL: 0888693, 5922949 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE COMPANY S ACCOUNTS FOR Management For THE YE 31 MAR 2004 AND THE DIR ECTORS REPORT AND THE AUDITORS REPORT THEREON 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 8.9P PER SHARE NET, Management For PAYABLE TO SHAREHOLDERS ON THE REGISTER OF MEMBERS ON 18 JUN 2004 4. RE-APPOINT MR. BARONESS HOGG AS A DIRECTOR OF Management For THE COMPANY 5. RE-APPOINT MR. P.E YEA AS A DIRECTOR OF THE COMPANY Management For 6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY UNTIL THE CONCLUSI ON OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE MEMBERS 7. AUTHORIZE THE BOARD TO FIX THE AUDITORS REMUNERATION Management For 8. AUTHORIZE THE EXECUTIVE DIRECTORS TO PARTICIPATE Management For IN THE INCENTIVE ARRANGEMENTS 9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL SUBSISTING AUTHORITIES, TO AL LOT RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP TO AN AGGREG ATE NOMINAL AMOUNT OF GBP 102,257,000; AUTHORITY EXPIRES EARLIER AT THE CONCL USION OF THE AGM OF THE COMPANY HELD ON 2009 OR 06 JUL 2009 ; AND THE DIRECTOR S MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANC E OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL SUBSISTING AUTHORITIES, SUBJE CT TO THE PASSING OF RESOLUTION 9 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUT HORITY CONFERRED BY RESOLUTION 9, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUI TY SECURITIES A) IN CONNECTION WITH AN OFFER OF SUCH SECURITIES BY WAY OF RIG HTS OR THE PRE-EMPTIVE OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS ; AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 15,338,000; AUTHORITY EXPIRE S THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 06 JUL 20 09 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC H EXPIRY S.11 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For ARTICLE 7 OF THE COMPANY S ARTIC LES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 61,353,706 ORDINARY SHARES 10% OF THE COMPANY ISSUED SHAR E CAPITAL AS ON 10 MAY 2004 OF 50P EACH IN THE CAPITAL OF THE COMPANY, AT A M INIMUM PRICE OF 50P FOR EACH ORDINARY SHARE AND NOT MORE THAN 5% ABOVE THE AV ERAGE OF THE CLOSING MID-MARKET PRICE OF THE ORDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE AGM OF THE COMPANY TO BE HELD IN 2005 ; THE COMPANY, BE FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) AGM Meeting Date: 07/07/2004 Issuer: G49374146 ISIN: IE0030606259 SEDOL: 3060625, 3070732 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ADOPT THE REPORT AND THE ACCOUNTS Management For 2. DECLARE A DIVIDEND Management For 3.a ELECT MR. DAVID DILGER AS A DIRECTOR Management For 3.b ELECT MR. GEORGE MAGAN AS A DIRECTOR Management For 3.c ELECT SIR MICHAEL HODGKINSON AS A DIRECTOR Management For 3.d ELECT MR. DECLAN MCCOURT AS A DIRECTOR Management For 3.e ELECT MR. TERRY NEILL AS A DIRECTOR Management For 3.f RE-ELECT MR. LAURENCE CROWLEY AS A DIRECTOR Management For 3.g RE-ELECT MR. MAURICE KEANE AS A DIRECTOR Management For 3.h RE-ELECT MRS. CAROLINE MARLAND AS A DIRECTOR Management For 3.i RE-ELECT MR. RAYMOND MACSHARRY AS A DIRECTOR Management For 3.j RE-ELECT MR. THOMAS MORAN AS A DIRECTOR Management For 3.k RE-ELECT DR. MARY REDMOND AS A DIRECTOR Management For 4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 5. APPROVE TO INCREASE THE NON-EXECUTIVE DIRECTORS Management For ANNUAL FEE POOL 6. APPROVE TO RENEW THE BANK S AUTHORITY TO PURCHASE Management For ITS OWN STOCK 7. APPROVE TO DETERMINE THE REISSUE PRICE RANGE Management For FOR TREASURY STOCK 8. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For ORDINARY STOCK ON A NON PRE- EMPTIVE BASIS FOR CASH 9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For ORDINARY STOCK ON A NON PRE- EMPTIVE BASIS FOR OTHER THAN CASH 10. APPROVE A NEW LONG TERM INCENTIVE PLAN Management For 11. APPROVE A NEW EXECUTIVE STOCK OPTION SCHEME Management For 12. APPROVE THE INSERTION OF A NEW BYE-LAW 142 Management For - ------------------------------------------------------------------------------------------------------------------------------------ MAN GROUP PLC AGM Meeting Date: 07/07/2004 Issuer: G5790V107 ISIN: GB0002944055 SEDOL: 0294405, 5847901 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS AND THE AUDITORS REPORTS Management For AND THE FINANCIAL STATEMENTS FOR THE YE 31 MAR 2004 2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For CONTAINED IN THE ANNUAL REPOR T 2004 DOCUMENT 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT MR. J.R. AISBITT AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. C.M. CHAMBERS AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. J.C. NICHOLLS AS A DIRECTOR OF THE Management For COMPANY 7. RE-ELECT MR. A.J. CARNWATH AS A DIRECTOR OF THE Management For COMPANY 8. RE-ELECT MR. H.A. MCGRATH AS A DIRECTOR OF THE Management For COMPANY 9. RE-ELECT MR. G.R. MORENO AS A DIRECTOR OF THE Management For COMPANY 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY 11. AUTHORIZE THE DIRECTOR TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 12. AUTHORIZE THE DIRECTOR OF THE COMPANY, PURSUANT Management For TO ARTICLE 137 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO OFFER MEMBERS THE RIGHT TO ELECT TO RECEIVE SHARES, CREDITED AS FULLY PAID, IN WHOLE OR IN PART, INSTEAD OF CASH, IN RESP ECT OF ANY DIVIDEND DECLARED OR PAID AS PREVIOUSLY EXTENDED BE EXTENDED TO I NCLUDE ANY DIVIDEND OR DIVIDENDS DECLARED OR PAID ON OR BEFORE THE DAY PRECEDI NG THE 5TH ANNIVERSARY OF THE DATE OF THE PASSING OF THIS RESOLUTION S.13 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For S.14 AND SUBJECT TO THE SPOT RAT E OF EXCHANGE IN LONDON AS DERIVED IN REUTERS FOR THE PURCHASE OF USD WITH S TERLING AT 8.00 AM ON THE DAY ON WHICH THE COURT ORDER CONFIRMING THE REDUCTIO N IS MADE THE EUR/USD RATE BEING NO MORE THAN 1/1.85, TO: A) REDUCE THE ORDI NARY SHARE CAPITAL OF THE COMPANY BY CANCELING AND EXTINGUISHING ALL OF THE IS SUED AND UNISSUED ORDINARY SHARES OF 10P EACH AND THE CREDIT ARISING IN THE CO MPANY S BOOKS OF ACCOUNT AS A RESULT OF SUCH CANCELLATION AND EXTINGUISHING BE TRANSFERRED TO A SPECIAL RESERVE OF THE COMPANY CANCELLATION RESERVE AND TH E AMOUNT STANDING TO THE CREDIT OF THE COMPANY S SHARES PREMIUM ACCOUNT BE CAN CELLED AND THE CREDIT ARISING IN THE COMPANY S BOOKS OF ACCOUNT AS A RESULT OF SUCH CANCELLATION BE TRANSFERRED TO A SPECIAL SHARE PREMIUM RESERVE OF THE CO MPANY SPECIAL RESERVE TOGETHER WITH THE CANCELLATION AND EXTINGUISHING OF T HE EXISTING ORDINARY SHARES REDUCTION ; B) FORTHWITH AND CONTINGENTLY UPON T HE REDUCTION TAKING EFFECT: I) TO INCREASE THE CAPITAL OF THE COMPANY BY GBP 5 0,000 BY CREATING 50,000 DEFERRED STERLING SHARES OF GBP 1 EACH DEFERRED STER LING SHARE HAVING RIGHTS AND RESTRICTIONS AS PRESCRIBED; II) TO AUTHORIZE AND DIRECT THE DIRECTORS TO CAPITALIZE THE SUM OF GBP 50,000 STANDING TO THE CRED IT OF THE COMPANY S RESERVE AND TO APPROPRIATE AS OF THE DATE ON WHICH THE COU RT ORDER CONFIRMING THE REDUCTION IS REGISTERED BY THE REGISTRAR OF COMPANIES IN ENGLAND AND WALES EFFECTIVE DATE BUT IMMEDIATELY PRIOR TO ANY ALLOTMENT O F USD SHARES AND THE SAID SUM OF GBP 50,000 IN PAYING UP IN FULL AT PAR 50,000 DEFERRED STERLING SHARES AND TO ALLOT AND ISSUE THE SAME, CREDITED AS FULLY P AID TO THE THEN CHIEF EXECUTIVE OF THE COMPANY, PROVIDED THAT FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985 SUCH AUTHORITY SHALL EXPIRE ON 07 JAN 2005; III) TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BY USD 81,0 00,000 DIVIDED INTO 450,000,000 NEW ORDINARY SHARES WITH A NOMINAL VALUE OF 1 8 US CENTS EACH USD SHARE , SUCH USD SHARES TO HAVE THE SAME RIGHTS AND RESTR ICTIONS ATTACHED THERETO SAVE AS TO THE AMOUNT PAID UP ON EACH SHARE AS ARE ATTACHED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY TO THE EXISTING ORDINAR Y SHARES; IV) TO CONVERT THE SUMS STANDING TO THE CREDIT OF EACH OF THE CANCEL LATION RESERVE AND THE SPECIAL RESERVE BE CONVERTED INTO US DOLLARS AT THE US$ RATE; V) TO APPLY THE SUM STANDING TO THE CREDIT OF THE CANCELLATION RESERVE AS A RESULT OF THE CONVERSION IN PAYING UP SUCH NUMBER OF US$ SHARES AS IS EQU AL TO THE AGGREGATE NUMBER OF ISSUED EXISTING ORDINARY SHARES IN FULL AT PAR; VI) TO ALLOT THE REQUIRED NUMBER OF US$ SHARES AS FULLY PAID TO THOSE PERSONS WHO APPEAR ON THE REGISTER OF MEMBERS OF THE COMPANY; AND VI) TO ALLOT RELEVAN T SECURITIES OF THE COMPANY PURSUANT TO SECTION 80 OF THE COMPANIES ACT, 1985 S.14 AMEND ARTICLES 3 AND 35 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY 15. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For OF EXISTING AUTHORITY AND IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) , UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,618,2 35.20; AUTHORITY EXPIRES EARLIER OF 08 OCT 2005 OR THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER TH E EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRI OR TO SUCH EXPIRY S.16 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 95 OF THE COMPANIE S ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94(2) , FOR CASH PURSUANT TO T HE AUTHORITY CONFERRED BY RESOLUTION 15 AND DISAPPLYING THE PER-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT SUCH AUTHORITY IS LIMITED TO THE ALLOTMENT EQU ITY SECURITIES, I) IN CONNECTION WITH A RIGHTS ISSUE OR OPEN OFFER TO THE ORDI NARY SHAREHOLDERS, AND II) UP TO A NOMINAL AMOUNT OF GBP 1,551,519; AUTHORITY EXPIRES EARLIER OF 06 OCT 2005 OR THE CONCLUSION OF THE NEXT AGM OF THE COMPA NY ; AND THE COMPANY MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AU THORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.17 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES SECTION 163 OF UP TO 31,030,393 ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF GBP 10P AND NOT EXCE EDING 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE 5 BUSINESS DAYS PRECEDING TH E DATE OF SUCH PURCHASE; AUTHORITY EXPIRES EARLIER OF 06 JAN 2006 OR THE CON CLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLL Y OR PARTLY AFTER SUCH EXPIRY S.18 AMEND ARTICLE 87 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ OMEGA PHARMA NV, NAZARETH EGM Meeting Date: 07/07/2004 Issuer: B6385E125 ISIN: BE0003785020 BLOCKING SEDOL: 5955279, 5959862 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU. I. APPROVE TO RENEW THE MANDATE OF THE BOARD OF Management DIRECTORS TO USE THE ALLOWED CAPI TAL IN CASE OF NOTIFICATION BY THE BANKING, FINANCE AND INSURANCE COMMISSION O F A PUBLIC TAKEOVER BID ON THE SHARES OF THE COMPANY UNDER THE CONDITIONS AND WITHIN THE BOUNDARIES OF THE ARTICLE 607 OF THE COMPANY CODE FOR A PERIOD OF T HREE YEARS; AND AMEND THE ARTICLE FIVE B OF THE ARTICLES OF ASSOCIATION II. APPROVE TO RENEW THE AUTHORISATION OF THE BOARD Management OF DIRECTORS TO ACQUIRE, FOR A PERIOD OF EIGHTEEN MONTHS FROM THE PUBLICATION OF THE MANDATE IN THE ANNEXES TO THE BELGIAN GAZETTE, COMPANY SHARES IN LINE WITH THE MAXIMUM NUMBER OF SHAR ES ALLOWED BY ARTICLE 6201, 2 OF THE COMPANY CODE, AT A PRICE COINCIDING WITH THE PRICE AGAINST WHICH THESE SHARES ARE QUOTED ON A BELGIAN STOCK EXCHANGE AT THE MOMENT OF THEIR ACQUISITION; ; AND AMEND THE ARTICLE 52 OF THE ARTICLES O F ASSOCIATION III. RECEIVE AND APPROVE THE READING, DISCUSSING AND Management COMMENTING ON THE SPECIAL REPO RT OF THE BOARD OF DIRECTORS CONCERNING THE ISSUE BY THE COMPANY OF 10,000 WAR RANTS IN LINE WITH THE ARTICLE 583 OF THE COMPANY CODE; AND READING, DISCUSSIN G AND COMMENTING ON THE SPECIAL REPORT OF THE BOARD OF DIRECTORS AND THE AUDIT OR S REPORT COMPILED IN ACCORDANCE WITH ARTICLES 596 AND 598 OF THE COMPANY CO DE CONCERNING THE ISSUE OF WARRANTS WITH SUSPENSION OF PREFERENTIAL RIGHT TO T HE BENEFIT OF SPECIFIC PERSONS; SUSPENSION OF PREFERENTIAL RIGHT IN RELATION T O THE ISSUE OF THE WARRANTS; AND THE ISSUE OF SUBSCRIPTION RIGHTS AND ESTABLIS HMENT OF THE WARRANT PRICE; THE CAPITAL INCREASE UNDER SUSPENSIVE CONDITION IV. APPROVE TO GRANT A MANDATE TO TWO DIRECTORS, Management ACTING JOINTLY, TO CAUSE THE EXER CISE OF THE WARRANTS AND THE RESULTING CAPITAL INCREASE TO BE ESTABLISHED AUTH ENTICALLY, AS WELL AS THE NUMBER OF SHARES NEWLY ISSUED TO REPRESENT SAID CAPI TAL INCREASE AND THE RESULTING AMENDMENT OF THE ARTICLES OF ASSOCIATION THE ES TABLISHMENT OF THE ISSUE PREMIUMS AND THEIR CREDITING TO AN UNAVAILABLE ACCOUN T, AS WELL AS TO COORDINATE THE ARTICLES OF ASSOCIATION AND FILING THEM WITH T HE COURT V. APPROVE: TO REQUEST TO THE NOTARY TO COORDINATE Management THE ARTICLES OF ASSOCIATION; T HE SPECIAL MANDATE INCLUDING THE RIGHT TO REPLACEMENT TO MRS. MARTINE DRIEGELI NCK, TO FULFIL ALL ADMINISTRATIVE FORMALITIES RELATING TO THE AMENDMENT OF THE ARTICLES OF ASSOCIATION AND IN PARTICULAR THE FORMALITIES WITH ONE OR MORE CE RTIFIED COMPANY REGISTERS AND/OR WITH THE VAT ADMINISTRATION - ------------------------------------------------------------------------------------------------------------------------------------ CAPITAMALL TRUST (FORMERLY SINGMALL PROPERTY TRUST) EGM Meeting Date: 07/08/2004 Issuer: Y8012U105 ISIN: SG1M51904654 SEDOL: 6420129, 6535421 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For THE PASSING OF RESOLUTIONS 2, 3 A ND 4, THE ACQUISITION ACQUISITION BY CMT OF THE WHOLE OF LOT 449L AS WELL AS THE PLANT AND EQUIPMENT RELATING THERETO PROPERTY , FROM PLAZA SINGAPURA PR IVATE LIMITED PSPL , AT AN AGGREGATE CONSIDERATION OF SGD 710.00 MILLION PU RCHASE PRICE , ON THE TERMS AND CONDITIONS AS PRESCRIBED APPENDED TO THE PUT A ND CALL OPTION AGREEMENT DATED 24 MAY 2004 BETWEEN BERMUDA TRUST SINGAPORE L IMITED IN ITS CAPACITY AS THE TRUSTEE OF CMT TRUSTEE AND CAPITALAND COMMER CIAL LIMITED CCL AS AMENDED BY A SUPPLEMENTAL AGREEMENT DATED 21 JUN 2004 , AND FOR PAYMENT OF ALL FEES AND EXPENSES RELATING TO THE ACQUISITION; AND AUT HORIZE ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE OF THE CAPITAMALL TRUST MAN AGEMENT LIMITED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTI NG ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSA RY OR IN THE INTERESTS OF CMT TO GIVE EFFECT TO THE ACQUISITION E.2 APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For THE PASSING OF RESOLUTIONS 1, 3 A ND 4, AND FOR THE PURPOSE OF THE CLAUSE 11(B)(V) OF THE TRUST DEED DATED 29 OC T 2001 AS AMENDED CONSTITUTING CMT TRUST DEED FOR CMT, TO OFFER AND ISSUE UP TO 182,000,000 UNITS IN CMT UNITS FOR PLACEMENT TO EXISTING HOLDERS OF UN ITS AND NEW INVESTORS AND TO ISSUE 147,000,000 UNITS CONSIDERATION UNITS IN PAYMENT OF THE UNITS COMPONENT OF THE PURCHASE PRICE AND AUTHORIZE THE MANAGER , ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF CMT TO GIVE EFFECT TO THE EQUITY FUND RAISING AND TO THE ISSUE OF THE CONSIDERATION UNITS E.3 APPROVE THAT, SUBJECT TO AND CONTINGENT UPON Management For THE PASSING OF RESOLUTIONS OF 1, 2 AND 4, TO SUPPLEMENT THE CLAUSE 11(B)(IV) OF THE TRUST DEED WITH THE ISSUE P RICE AMENDMENT; AND AUTHORIZE THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGE R OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR I N THE INTERESTS OF CMT TO GIVE EFFECT TO THE ISSUE PRICE AMENDMENT E.4 APPROVE TO SUPPLEMENT THE CLAUSES 11(B)(IV)(D) Management For AND 23(A)(IV) OF THE TRUST DEED WITH THE PERFORMANCE FEE AMENDMENT; AND AUTHORIZE THE MANAGER, ANY DIRECTOR O F THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INC LUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH D IRECTOR OF THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDI ENT OR NECESSARY OR IN THE INTERESTS OF CMT TO GIVE EFFECT TO THE PERFORMANCE FEE AMENDMENT - ------------------------------------------------------------------------------------------------------------------------------------ DCC PLC AGM Meeting Date: 07/08/2004 Issuer: G2689P101 ISIN: IE0002424939 SEDOL: 0242493, 4189477 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For FOR THE YE 31 MAR 2004 ALONG WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 20.65 CENT PER ORDINARY Management For SHARE FOR THE YE 31 MAR 20 04 3.a RE-ELECT MR. TONY BARRY AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES OF ASSOCIATION 3.b RE-ELECT MR. JIM FLAVIN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES OF ASSOCIATION 3.c RE-ELECT MR. ALEX SPAIN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 80 OF THE ARTICLES OF ASSOCIATION 4. RE-ELECT MR. BERNARD SOMERS, WHO RETIRES IN ACCORDANCE Management For WITH ARTICLE 83(B) OF T HE ARTICLES OF ASSOCIATION 5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 6. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 20 OF THE COMPANIES ACT 19 83, TO ALLOT RELEVANT SECURITIES SECTION 20(10) UP TO AN AGGREGATE NOMINAL A MOUNT OF EUR 7,352,400 1/3 OF THE ISSUED SHARE CAPITAL OF THE COMPANY ; AUTH ORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 07 OCT 2005 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUT HORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.7 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 24 OF THE COMPANIE S ACT 1983, TO ALLOT EQUITY SECURITIES SECTION 23 OF THE COMPANY FOR CASH PU RSUANT TO THE AUTHORITY CONFERRED GIVEN BY RESOLUTION 6, DISAPPLYING THE STATU TORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED T O THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH ANY RIGHTS ISSUE I N FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF EUR 1,102,800 5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES AT THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY OR 07 OCT 2005 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.8 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For THE COMPANY SECTION 155 OF THE COMPANIES ACT, 1963 , TO MAKE MARKET PURCHASES SECTION 212 OF THE COMPANIES ACT, 1990 OF SHARES OF ANY CLASS OF THE COMPANY SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT, 1990, SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL VALUE O F THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINESS AT THE DATE OF PASSING OF THIS RESOLUTION AND, AT A MINIMUM PRICE EQUAL TO THE NOMINAL VA LUE OF THE SHARE AND THE MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE OF THE FIV E AMOUNTS RESULTING FOR SUCH SHARES DERIVED FROM THE IRISH STOCK EXCHANGE DAIL Y OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS: I) IF THERE SHALL BE MORE THAN ONE DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS TOOK PLACE; OR II) IF THERE SHALL BE ONLY ONE DEALING REPORTED FOR T HE DAY, THE PRICE AT WHICH SUCH DEALING TOOK PLACE; OR III) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW MARKET G UIDE PRICE FOR THAT DAY AND IF THERE SHALL BE ONLY A HIGH BUT NOT A LOW OR ON LY A LOW BUT NOT A HIGH MARKET GUIDE PRICE REPORTED, OR IF THERE SHALL NOT BE ANY MARKET GUIDE PRICE REPORTED FOR ANY PARTICULAR DAY THEN THAT DAY SHALL NO T COUNT AS ONE OF THE SAID FIVE BUSINESS DAYS FOR THE PURPOSE OF DETERMINING T HE MAXIMUM PRICE, IF THE MEANS OF PROVIDING THE FOREGOING INFORMATION AS TO DE ALINGS AND PRICES BY REFERENCE TO WHICH THE MAXIMUM PRICE IS TO BE DETERMINED IS ALTERED OR IS REPLACED BY SOME OTHER MEANS, THEN THE MAXIMUM PRICE SHALL BE DETERMINED ON THE BASIS OF THE EQUIVALENT INFORMATION PUBLISHED BY THE RELEVA NT AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHANGE OR ITS EQUIVA LENT; IF THE LONDON STOCK EXCHANGE IS PRESCRIBED AS A RECOGNIZED STOCK EXCHANG E FOR THE PURPOSES OF SECTION 212 OF THE COMPANIES ACT, 1990 WITH EFFECT, THE AUTHORITY CONFERRED BY THIS RESOLUTION INCLUDE AUTHORITY TO MAKE MARKET PURCHA SE OF SHARES ON THE LONDON STOCK EXCHANGE, PROVIDED THAT (A) SUBJECT TO ANY RE QUIREMENTS OF THE LAWS OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRE LAND; AND (B) THE MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SHARES SO PURCHASED BE DETERMINED IN ACCORDANCE WITH POINT (C) OF THIS RESOLUTION BUT DELETING FRO M THE SAID POINT THE REFERENCE TO THE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST AND INSERTING INSTEAD A REFERENCE TO THE DAILY OFFICIAL LIST OF THE LONDON ST OCK EXCHANGE; III) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES QUOTED UNDER THE HEADING QUOTATION IN RESPECT OF THE SH ARE FOR THAT DAY AND IF THERE SHALL NOT BE ANY QUOTATION REPORTED FOR ANY PART ICULAR DAY THEN THAT DAY SHALL NOT COUNT AS ONE OF THE SAID FIVE BUSINESS DAYS FOR THE PURPOSES OF DETERMINING THE MAXIMUM PRICE AND DELETING FROM THE LAST LINE OF PARAGRAPH (C) THE REFERENCE TO THE IRISH STOCK EXCHANGE AND INSERTING INSTEAD A REFERENCE TO THE LONDON STOCK EXCHANGE; AUTHORITY EXPIRES THE EARLI ER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR 07 JAN 2006 ; AND THE COMPANY OR ANY SUCH SUBSIDIARY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE OR DINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.9 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES, Management For FOR THE PURPOSES OF SECT ION 209 OF THE COMPANIES ACT 1990 1990 ACT , THE RE-ISSUE PRICE RANGE AT WHIC H ORDINARY SHARES OF EUR 0.25 IN THE CAPITAL OF THE COMPANY SHARES HELD AS T REASURY SHARES SECTION 209 TREASURY SHARES BE RE-ISSUED OFF-MARKET BE AS F OLLOWS: A) THE MAXIMUM PRICE AT WHICH ANY SUCH SHARE BE RE-ISSUED OFF-MARKET B E AN AMOUNT EQUAL TO 120% OF THE APPROPRIATE PRICE; AND B) THE MINIMUM PRICE A T WHICH A SUCH SHARE BE RE-ISSUED OFF-MARKET BE AN AMOUNT EQUAL TO 95% OF THE APPROPRIATE PRICE FOR SUCH SHARES DERIVED FROM THE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS: I) IF THERE SHALL BE MORE TH AN ONE DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH D EALINGS TOOK PLACE; OR II) IF THERE SHALL BE ONLY ONE DEALING REPORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALING TOOK PLACE; OR III) IF THERE SHALL NOT B E ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW MARKET GUI DE PRICE FOR THAT DAY AND IF THERE SHALL BE ONLY A HIGH BUT NOT A LOW OR ONLY A LOW BUT NOT A HIGH MARKET GUIDE PRICE REPORTED, OR IF THERE SHALL NOT BE A NY MARKET GUIDE PRICE REPORTED FOR ANY PARTICULAR DAY THEN THAT DAY SHALL NOT COUNT AS ONE OF THE SAID FIVE BUSINESS DAYS FOR THE PURPOSES OF DETERMINING TH E APPROPRIATE AVERAGE, IF THE MEANS OF PROVIDING THE FOREGOING INFORMATION AS TO DEALINGS AND PRICES BY REFERENCE TO WHICH THE APPROPRIATE AVERAGE IS TO BE DETERMINED IS ALTERED OR IS REPLACED BY SOME OTHER MEANS, THEN THE APPROPRIATE AVERAGE SHALL BE DETERMINED ON THE BASIS OF THE EQUIVALENT INFORMATION PUBLIS HED BY THE RELEVANT AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHA NGE OR ITS EQUIVALENT; AND AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF T HE COMPANY OR 07 JAN 2006 10. AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For 104 OF THE ARTICLES OF ASSOCIATIO N OF THE COMPANY, TO EXERCISE THE POWERS CONTAINED IN THE SAID ARTICLE SO THAT THE DIRECTORS MAY OFFER TO HOLDERS OF ORDINARY SHARES IN THE CAPITAL OF THE C OMPANY THE RIGHT TO ELECT TO RECEIVE AN ALLOTMENT OF ADDITIONAL ORDINARY SHARE S, CREDITED AS FULLY PAID, INSTEAD OF CASH IN RESPECT OF ALL OR PART OF ANY DI VIDENDS DECLARED OR PAID OR PROPOSED TO BE DECLARED OR PAID AT ANY TIME PRIOR TO OR AT THE NEXT AGM OF THE COMPANY * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ EMAP PLC AGM Meeting Date: 07/08/2004 Issuer: G30268109 ISIN: GB0002993037 SEDOL: 0299303, 5734746 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE COMPANY S ACCOUNTS FOR THE YE 31 Management For MAR 2004, TOGETHER WITH THE REPOR T OF THE DIRECTORS, THE DIRECTORS REMUNERATION REPORT AND THE AUDITORS REPOR T 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND OF 15.9P PER ORDINARY Management For SHARE 4. RE-APPOINT MR. GARY HUGHES AS A DIRECTOR OF THE Management For COMPANY 5. RE-APPOINT MR. DAVID ROUGH AS A DIRECTOR OF THE Management For COMPANY 6. RE-APPOINT MR. PIERRE DANON AS A DIRECTOR OF Management For THE COMPANY 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND A UTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 8. AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ALL Management For PREVIOUS AUTHORITIES, TO ALLOT RE LEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP TO A MAXIMUM NOMIN AL AMOUNT OF GBP 21.64 MILLIONS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE N EXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For RESOLUTION 8 AND PURSUANT TO SE CTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FO R CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING THE ST ATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITE D TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 3.208 MILLIONS; AUTHORITY EXPIRES THE EARLIER OF THE RENEWAL OF THIS POWER OR THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF UP TO 25,663,988 ORDINARY SHARES 10% OF THE ISSUED SHARE CAPITAL AT 28 MAY 2004 , AT A MINIMUM PRICE OF 25P AN D UP TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SH ARE DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE, OVER TH E PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A C ONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PA RTLY AFTER SUCH EXPIRY 11. APPROVE TO ADOPT THE EMAP PLC PERFORMANCE RELATED Management For PAY PLAN PRP AND AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS NECESSARY TO ESTABLISH AND CARRY IT I NTO EFFECT INCLUDING TO MODIFY THE PRP TO TAKE ACCOUNT OF TAX, EXCHANGE CONTRO L OR SECURITIES LAWS OUTSIDE THE UK - ------------------------------------------------------------------------------------------------------------------------------------ FIRSTGROUP PLC AGM Meeting Date: 07/08/2004 Issuer: G34604101 ISIN: GB0003452173 SEDOL: 0345217 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS AND THE AUD ITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 31 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 7.9P PER SHARE IN Management For RESPECT FOR THE YE 31 MAR 2004 4. RE-ELECT MR. MOIR LOACKHEAD AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT TO ARTICLE 92 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. JOHN SIEVWRIGHT AS A DIRECTOR WHO Management For RETIRES BY ROTATION PURSUANT TO ARTICLE 92 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. DEEN FINCH AS A DIRECTOR WHO RETIRES Management For PURSUANT TO ARTICLE 86 OF TH E COMPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. DAVID LEEDER AS A DIRECTOR WHO RETIRES Management For PURSUANT TO ARTICLE 86 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For AUDITORS 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE INDEPENDENT AUDIT ORS 10. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES, Management For SECTION 80 OF THE COMPAN IES ACT 1985, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 6,715,855; AUTHORITY E XPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLU TION 10 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURIT IES BY VIRTUE OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE ALLOTMENT OF EQUIT Y SECURITIES SECTION 89 , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMEN T OF EQUITY SECURITIES: A) IN CONNECTION WITH OR PURSUANT TO AN OFFER OR INVIT ATION, OPEN FOR A PERIOD IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREG ATE NOMINAL AMOUNT OF GBP 1,007,378; AUTHORITY EXPIRES AT THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT EQUITY S ECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY TO MAKE ONE OR MARKET PURCHASES Management For SECTION 163 OF THE COMP ANIES ACT 1985 OF UP TO 60,000,000 ORDINARY SHARES OF 5 PENCE EACH IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE AND A MAXIMUM PRICE EQUAL T O 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED F ROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINES S DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF TH E COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT T O PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTE R SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ ALSTOM MIX Meeting Date: 07/09/2004 Issuer: F02594103 ISIN: FR0000120198 BLOCKING SEDOL: 0438775, 5474978, 5487448, 7163906 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THE MEETING WILL BE HELD IN THE SECOND Non-Voting CALL ON 09 JUL 2004 (FIRST CALL 30 JUN 2004). PLEASE ALSO NOTE THE NEW MEETING TIME AND THE CUT-OFF DATE. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QU ORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management GENERAL AUDITORS REPORT, AND APP ROVE THE ACCOUNTS AND THE BALANCE SHEET FOR THE FY CLOSED 31 MAR 2004 AS PRESE NTED TO IT O.2 APPROVE THE CONSOLIDATED ACCOUNTS AND THAT THE Management BOARD OF DIRECTORS REPORT FOR T HE GROUP IS INCLUDED IN THE BOARD OF DIRECTORS REPORT O.3 APPROVE THAT THE FY CLOSED ON 31 MAR 2004 , AND Management THE LOSS IS EUR 1,341,046,460. 19; SHARE PREMIUMS : EUR 55,210,044.48 WHICH IS RETURNED TO 0 PRIOR RETAINED E ARNINGS : EUR 1,285,836,415.71 THE DEBIT BALANCE OF WHICH IS CARRIED TO EUR 28 9,913,214.56 O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management WITH THE PROVISIONS OF ARTI CLE L.225-38 OF THE FRENCH COMMERCIAL LAW O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PAUL Management BECHAT AS A DIRECTOR FOR 4 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GEORARD Management HAUSER AS A DIRECTOR FOR 4 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GEORGE Management SIMPSON AS A DIRECTOR FOR 4 YEARS O.8 APPOINT MR. PASCAL COLOMBANI AS A DIRECTOR FOR Management 4 YEARS O.9 RATIFY THE DECISION OF THE BOARD OF DIRECTORS Management TO TRANSFER THE HEAD OFFICE OF T HE COMPANY TO : 3 AVENUE ANDRE MALRAUX, 92300 LEVALLOIS-PERRET O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE GEN ERAL MEETING OF 02 JUL 2003, TO TRADE THE COMPANY SHARES ON THE STOCK EXCHANGE IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITIONS: MAXIMUM PUR CHASE PRICE: EUR 5.00; MINIMUM SELLING PRICE: EUR 1.00; AND, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10%; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY OUT THE CAP ITAL INCREASE O.11 APPROVE THE PRINCIPLE OF THE MODIFICATION OF Management THE MODALITIES OF THE SUBORDINATE D SECURITIES TSDD ISSUED ON 23 DEC 2003 E.12 APPROVE THAT THERE IS NO ANTICIPATED DISSOLUTION Management OF THE COMPANY E.13 APPROVE AND ADOPT TO REDUCE THE CAPITAL TO THE Management AMOUNT OF EUR 950,991,814.80 TO RETURN IT OF EUR 1,320,821,965.00 TO EUR 369,830,150.20; AND TO REALIZE THIS REDUCTION OF CAPITAL BY DECREASE OF THE NOMINAL VALUE OF THE SHARES COMPOSING THE CAPITAL OF EUR 1.25 TO EUR 0.35; AND AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS : ARTICLE 6 SHARE CAPITAL AND THE SHARE CAPITAL IS SET AT EUR 369,83 0,150.20 AND IS DIVIDED INTO 1,056,657,572 FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 0.35 EACH; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY E.14 AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management THE RESOLUTIONS 12,13,15 AND 16, TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES, WITH THE PREFERENTI AL SUBSCRIPTION RIGHT UP TO A NOMINAL AMOUNT OF EUR 1,200,000,000.00; AUTHORI TY EXPIRES AT THE END OF 1 YEAR ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN FRANCE OR ABROAD, WITHOUT THE ISSUE OF SHARES, WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT UP TO A NOMINAL A MOUNT OF EUR 700,000,000.00; AUTHORITY EXPIRES AT THE END OF 1 YEAR ; AND AUT HORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH AL L FORMALITIES NECESSARY E.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN FRANCE OR ABROAD, WITH THE ISS UE OF SHARES, WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT , TO THE BENEFIT BY THE FRENCH REPUBLIC AND CFDI, UP TO A NOMINAL AMOUNT OF EUR500,000,000.00; AU THORITY EXPIRES AT THE END OF 1 YEAR ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE CGM ON 18 NOV 2003, TO PROCEED, IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES RES ERVED FOR THE EMPLOYEES MEMBERS OF THE COMPANY SAVINGS PLAN, UP TO A NOMINAL A MOUNT OF EUR 66,040,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND A UTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY TO CARRY OUT THE CAPITAL INCREASE E.18 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT IN Management ONE OR SEVERAL STAGES, TO THE BE NEFICIARIES TO BE CHOSEN BY IT STOCK OPTIONS GRANTING THE RIGHT TO SUBSCRIBE T O THE COMPANY S ORDINARY SHARES TO BE ISSUED IN ORDER TO INCREASE ITS CAPITAL, AND THE CAPITAL INCREASE SHALL NOT EXCEED 5% OF CAPITAL OF THE COMPANY E.19 APPROVE THE HARMONIZATION OF THE BY-LAWS AND Management CORRESPONDING MODIFICATIONS ARTI CLES 7,9,11,12, AND 14 IN ACCORDANCE WITH THE FINANCIAL SECURITY LAW DATED 01 AUG 2003 E.20 APPROVE THE HARMONIZATION OF THE BY-LAWS AND Management CORRESPONDING MODIFICATIONS ARTI CLE 15 IN ACCORDANCE WITH THE FINANCIAL SECURITY LAW DATED 23 MAR 1967 E.21 APPROVE THE POWERS FOR THE FORMALITIES Management * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ DATACRAFT ASIA LTD EGM Meeting Date: 07/09/2004 Issuer: Y1997C109 ISIN: SG1A79009654 SEDOL: 5563218, 6246831 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, PURSUANT TO THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY AND SUBJECT TO THE PROVISIONS OF SECTION 73 OF THE COMPANIES ACT, CHAPTER 50 OF THE REPUBLIC OF SINGAPORE AND TO THE CONFIRMATION BY THE HIGH COURT OF THE REPUBLIC OF SIN GAPORE THAT: A) THE CAPITAL OF THE COMPANY BE REDUCED AND THAT SUCH REDUCTION BE EFFECTED BY CANCELING AN AMOUNT OF SGD 75,661,000 OR USD 43,634,000 BASED ON AN EXCHANGE RATE OF USD 1: SGD 1.734 STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT IN THE BOOKS OF THE COMPANY AS AT 30 SEP 2003 CAPITAL REDUCTI ON ; AND B) FORTHWITH UPON THE CAPITAL REDUCTION TAKING EFFECT AS: I) AN AMOUN T OF SGD 45,661,000 OR USD 26,333,000 BASED ON AN EXCHANGE RATE OF USD 1: SGD 1.734 BEING A PART OF THE CREDIT ARISING FROM THE CAPITAL REDUCTION WILL BE APPLIED IN WRITING OFF THE ACCUMULATED LOSSES OF THE COMPANY AS AT 30 SEP 2003 TO THE EXTENT OF SGD 45,661,000 OR USD 26,333,000 BASED ON AN EXCHANGE RATE OF USD 1: SGD 1.734 ; AND II) TO THE EXTENT TO WHICH SUCH CREDIT IS NOT APPLIE D IN WRITING-OFF THE ACCUMULATED LOSSES OF THE COMPANY AS AT 30 SEP 2003, THE BALANCE SHALL BE TRANSFERRED TO A SPECIAL CAPITAL RESERVE SPECIAL RESERVE IN THE ACCOUNTING RECORDS OF THE COMPANY WHICH MAY BE APPLIED IN WRITING OFF ANY FUTURE ACCUMULATED LOSSES OF THE COMPANY AND TO THE EXTENT THAT THE SPECIAL R ESERVE SHALL HAVE BEEN CAPITALIZED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIAT ION OF THE COMPANY, AND THE SPECIAL RESERVE SHALL NOT BE TREATED OR USED BY TH E COMPANY AS A DISTRIBUTED RESERVE; AND C) AUTHORIZE THE DIRECTORS TO COMPLETE , DO AND EXECUTE ALL SUCH THINGS AND GIVE EFFECT TO THIS SPECIAL RESOLUTION WI TH SUCH MODIFICATIONS THERETO AS THEY SHALL THINK FIT IN THE INTERESTS OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ GREAT PORTLAND ESTATES PLC AGM Meeting Date: 07/09/2004 Issuer: G40712161 ISIN: GB0009629519 SEDOL: 0962951 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For MAR 2004 2. AUTHORIZE THE PAYMENT OF A FINAL DIVIDEND Management For 3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 4. RE-ELECT MR. TOBY COURTAULD AS A DIRECTOR OF Management For THE COMPANY 5. RE-ELECT MR. JOHN WHITELEY AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. ANTHONY GRAHAM AS A DIRECTOR OF Management For THE COMPANY 7. RE-APPOINT MR. CHARLES IRBY AS A DIRECTOR OF Management For THE COMPANY 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For IN ACCORDANCE WITH THE SECTIO N 388 OF THE COMPANIES ACT 1985 ACT , AND AUTHORIZE THE DIRECTORS TO AGREE TH EIR REMUNERATION 9. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For WITH THE SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 33,815,070; AUTHORITY EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 08 OCT 2005 ; AND THE DIRECTORS M AY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE O F SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURS UANT TO SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINAR Y SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,077,337; AUTHOR ITY EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 08 OCT 2005 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIR Y S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE ACT OF UP TO 30,443,717 SHARES, AT A MINIMUM PRICE OF 50P AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS VALUE FOR SUCH SHARES DERIVED FROM THE LO NDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; A UTHORITY EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 0 8 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O RDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIR Y S.12 AMEND THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES Management For OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ GREAT PORTLAND ESTATES PLC EGM Meeting Date: 07/09/2004 Issuer: G40712161 ISIN: GB0009629519 SEDOL: 0962951 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROPOSALS Management For 2. APPROVE TO RENEW THE AUTHORITY ENABLING THE COMPANY Management For TO BUY ITS OWN SHARES 3. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT SHARES 4. APPROVE TO RENEW THE DIRECTORS LIMITED AUTHORITY Management For TO ALLOT SHARES FOR CASH - ------------------------------------------------------------------------------------------------------------------------------------ DEXIA SA, BRUXELLES EGM Meeting Date: 07/12/2004 Issuer: B3357R218 ISIN: BE0003796134 SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE MERGER DEXIA BANK BELGIE WITH NV Non-Voting IMMO ARTESIA 2. APPROVE THE MERGER DEXIA BANK BELGIE WITH NV SIVART Non-Voting 3. AMEND THE ARTICLES OF ASSOCIATION Non-Voting 4. APPROVE THE RENEWAL OF AUTHORIZATION TO ACQUIRE Non-Voting OWN SHARES IN THE COMPANY 5. OTHER AUTHORIZATIONS Non-Voting * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS ON THE AGENDA ITEMS OF THI S MEETING, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ J.SAINSBURY PLC AGM Meeting Date: 07/12/2004 Issuer: G77732108 ISIN: GB0007676405 SEDOL: 0767640, 5474729 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS AND THE AUDITORS Management For REPORTS AND THE AUDITED ACC OUNTS FOR THE 52 WEEKS TO 27 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management Against THE 52 WEEKS TO 27 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 11.36 PENCE PER ORDINARY Management For SHARE 4. ELECT MR. JUSTIN KING AS A DIRECTOR Management For 5. RE-ELECT MR. JAMIE DUNDAS AS A DIRECTOR Management For 6. RE-ELECT LORD LEVENE OF PORTSOKEN AS A DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS AND AUTHORIZE THE DIRECT ORS TO AGREE THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECT ION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 162,000,000; AUTHORITY EXPIR ES THE EARLIER AT THE DATE OF THE AGM IN 2009 OR 11 JUL 2009 ; AND THE DIRECTO RS MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD S.9 AUTHORIZE THE DIRECTORS, BY THE ARTICLE 9 C Management For OF THE ARTICLES OD ASSOCIATION, S UBJECT TO THE PASSING OF RESOLUTION 8, TO ALLOT EQUITY SECURITIES PURSUANT TO THE AUTHORITY CONTAINED IN THE ARTICLE 9(A) AS IF THE STATUTORY PRE-EMPTION RI GHTS DID NOT APPLY TO SUCH ALLOTMENT; UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 24,288,000 5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY EXPIRES THE EARLIER A T THE DATE OF THE AGM IN 2009 OR 11 JUL 2009 ; AND THE DIRECTORS MAY ALLOT EQU ITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO 194,300,000 ORDINARY SHA RES OF 25 PENCE EACH IN THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 2 5 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR P ARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ J.SAINSBURY PLC EGM Meeting Date: 07/12/2004 Issuer: G77732108 ISIN: GB0007676405 SEDOL: 0767640, 5474729 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THE B SHARE SCHEME Management For S.2 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For - ------------------------------------------------------------------------------------------------------------------------------------ EMI GROUP PLC AGM Meeting Date: 07/13/2004 Issuer: G3035P100 ISIN: GB0000444736 SEDOL: 0044473, 0889403, 5473878 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT AND THE FINANCIAL Management For STATEMENTS FOR THE YE 31 MAR 2 004 2. DECLARE A FINAL DIVIDEND OF 6.0P PER ORDINARY Management For SHARE 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 4. RE-ELECT MR. M. N. BANDIER AS A DIRECTOR Management For 5. RE-ELECT MR. K.A. O DONOVAN AS A DIRECTOR Management For 6. ELECT MRS. J. GLLDERSLEEVE AS A DIRECTOR Management For 7. ELECT MRS. S. BAILEY AS A DIRECTOR Management For 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR UNTIL Management For THE CONCLUSION THE OF THE NE XT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 9. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITOR 10 AUTHORIZE THE DIRECTORS, BY ARTICLE 14 OF THE Management For COMPANY S ARTICLES OF ASSOCIATIO N, TO ALLOT RELEVANT SECURITIES OF GBP 42,090,018 SECTION 80 AMOUNT ; AUTHOR ITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR 12 OCT 2005 S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10, TO ALLOT EQU ITY SECURITIES FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) CONFERRED ON THE DIRECTORS BY ARTICLE 14(B) OF THE COMPANY S ARTICLES OF ASSOCIATION, AN AMOUNT OF GBP 5,520,198 SECTION 89 AMOUNT ; AUTHORITY EXP IRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR 12 OCT 2005 ; AND AMEND THE ARTICLE 14(B) BY DELETING THE WORDS PURSUANT TO AND WIT H IN THE TERMS OF THE SAID AUTHORITY SUBSTITUTING WITH THE WORDS PURSUANT TO AND WITHIN THE TERMS OF THE SAID AUTHORITY OR BY WAY OF SALES OF TREASURY SHA RES, OR BOTH S.12 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITY Management For CONTAINED IN ITS ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO A MAXIMUM 78,8 59,975 ORDINARY SHARES OF 14P EACH, AT A MINIMUM PRICE NOT LESS THAN 14P PER O RDINARY SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OV ER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUS ION OF THE AGM OF THE COMPANY IN 2005 OR 12 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 13. AUTHORIZE THE DIRECTORS TO AMEND THE EMI GROUP Management For SAVINGS-RELATED OPTION SCHEME W HICH WAS ORIGINALLY APPROVED BY SHAREHOLDERS ON 15 JUL 1994 SO AS TO PERMIT OP TIONS BE GRANTED UNDER THAT SCHEME UNTIL 12 JUL 2014 14. APPROVE THE EMI GROUP SHARE INCENTIVE PLAN AND Management For AUTHORIZE THE DIRECTORS TO DO A LL ACTS AND THINGS AS THEY CONSIDER NECESSARY TO CARRY THE SIP INTO EFFECT, IN CLUDING MAKING SUCH AMENDMENTS AS NECESSARY TO OBTAIN THE APPROVE OF THE INLAN D REVENUE AND/OR SUCH OTHER APPROVAL AS THE DIRECTORS CONSIDER NECESSARY OR DE SIRABLE AND TO ESTABLISH SUCH SCHEDULES TO THE SIP AND/OR SUCH OTHER SCHEMES B ASED ON THE SIP, BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL, SECURITIES LAWS OR OTHER RELEVANT LEGISLATION OR REGULATIONS OUTSIDE THE UK, P ROVIDED THAT NAY SHARES MADE AVAILABLE UNDER SUCH SCHEDULES OR OTHER SCHEMES M UST BE TREATED AS COUNTING AGAINST THE RELEVANT INDIVIDUAL OR OVERALL DILUTION LIMITS IN THE SIP 15 AUTHORIZE THE EMI GROUP PLC: I) TO MAKE DONATIONS Management For TO EU POLITICAL ORGANIZATION S OF NO MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE DONATIONS TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY EMI GROUP PLC AND OF ITS SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHORITY EXPIRES THE EARL IER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005 16. AUTHORIZE THE EMI MUSIC LIMITED TO : I) MAKE Management For DONATIONS TO EU POLITICAL ORGANIZ ATIONS OF NO MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL EXPENDI TURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE DONATION S TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY EMI G ROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005 17. AUTHORIZE THE EMI RECORDS LIMITED TO : I) MAKE Management For DONATIONS TO EU POLITICAL ORGAN IZATIONS OF NO MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL EXPEN DITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE DONATI ONS TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHORITY EXPIR ES THE EARLIER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005 18. AUTHORIZE THE EMI MUSIC PUBLISHING LIMITED TO Management For : I) MAKE DONATIONS TO EU POLITI CAL ORGANIZATIONS OF NO MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITI CAL EXPENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGA TE DONATIONS TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURR ED BY EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHOR ITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005 19. AUTHORIZE THE VIRGIN RECORDS LIMITED TO : I) Management For MAKE DONATIONS TO EU POLITICAL OR GANIZATIONS OF NO MORE THAN GBP 50,000 IN TOTAL; AND II) INCUR EU POLITICAL EX PENDITURE OF NO MORE THAN GBP 50,000 IN TOTAL PROVIDED THAT, THE AGGREGATE DON ATIONS TO EU POLITICAL ORGANIZATIONS AND EU POLITICAL EXPENDITURE INCURRED BY EMI GROUP PLC AND ALL OF ITS SUBSIDIARIES NOT EXCEED GBP 50,000; AUTHORITY EX PIRES THE EARLIER OF THE CONCLUSION OF THE 2005 AGM OR 12 OCT 2005 - ------------------------------------------------------------------------------------------------------------------------------------ YELL GROUP PLC AGM Meeting Date: 07/13/2004 Issuer: G9835W104 ISIN: GB0031718066 SEDOL: 3171806 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITORS Management For AND THE AUDITED ACCOUNTS OF THE COMPANY, FOR THE YE 31 MAR 2004 2. DECLARE THE FINAL DIVIDEND OF 6 PENCE PER ORDINARY Management For SHARE IN THE COMPANY, PAYAB LE ON 20 AUG 2004 TO THE HOLDERS OF THE ORDINARY SHARES IN THE COMPANY REGISTE RED ON 23 JUL 2004 3. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For FOR THE YE 31 MAR 2004 4. RE-ELECT MR. JOHN CONDRON AS A DIRECTOR Management For 5. RE-ELECT MR. JOHN DAVIS AS A DIRECTOR Management For 6. RE-ELECT MR. LYNDON LEA AS A DIRECTOR Management For 7. RE-ELECT MR. LORD POWELL OF BAYSWATER AS A DIRECTOR Management For 8. RE-ELECT MR. ROBERT SCOFF AS A DIRECTOR Management For 9. RE-ELECT MR. CHARLES CAREY AS A DIRECTOR Management For 10. RE-ELECT MR. JOHN COGHLAN AS A DIRECTOR Management For 11. RE-ELECT MR. JEOCHIM EBERHARDT AS A DIRECTOR Management For 12. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY BEFORE WHICH ACCOUNTS ARE LAID 13. AUTHORIZE THE DIRECTOR S TO DETERMINE THE AUDITORS Management For REMUNERATION 14. AUTHORIZE THE DIRECTORS UNDER SECTION 80 OF THE Management For COMPANIES ACT 1985, TO ALLOT R ELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,323,812; AUTHOR ITY EXPIRES AT THE EARLIER CONCLUSION OF THE NEXT AGM OR 15 MONTHS ; AND THE D IRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN P URSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 15. AUTHORIZE THE COMPANY AND EACH OF YELL LIMITED Management For AND YELLOW PAGES LIMITED WHOLL Y OWNED SUBSIDIARIES OF THE COMPANY TO MAKE DONATIONS TO EU POLITICAL ORGANIZ ATIONS AND TO INCUR EU POLITICAL EXPENDITURE IN AN AGGREGATE AMOUNT NOT EXCEED ING OF GBP 100,000; AUTHORITY EXPIRES ON THE DATE OF THE NEXT AGM S.16 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 14 AND UNDER SEC TION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PURSUAN T TO THE AUTHORITY CONFERRED BY THE RESOLUTION 14, OR WHERE SUCH ALLOTMENT CON STITUTES THE ALLOTMENT OF THE EQUITY SECURITIES BY THE VIRTUE OF SECTION 94(3A ), DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION TO A RIGHTS ISSUE TO THE HOLDERS OF THE ORDINARY SHARES IN THE COMPANY; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 348,921; AUTHORITY EXPIRES THE EARL IER OF THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS ; AND, AUTHORIZE THE DIRECT ORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.17 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 20 Management For OF ITS ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 6 9,784,148 FULLY-PAID ORDINARY SHARES IN THE COMPANY, AT A MINIMUM PRICE OF 1.0 0 PENCE AND A MAXIMUM PRICE EQUIVALENT TO 10% OF THE MIDDLE MARKET PRICE FOR A N ORDINARY SHARE IN THE COMPANY AS SET OUT IN THE DAILY OFFICIAL LIST PUBLISHE D BY THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS ; THE COMPA NY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH W ILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.18 APPROVE TO ADOPT THE SAID ARTICLES OF ASSOCIATION Management For OF THE COMPANY IN SUBSTITUTI NG FOR THE EXISTING ARTICLES OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ BT GROUP PLC AGM Meeting Date: 07/14/2004 Issuer: G16612106 ISIN: GB0030913577 SEDOL: 3091357, 7392089, B014679 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 MAR 2004 2. APPROVE THE DIRECTOR S REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 5.3 PENCE PER SHARE Management For PAYABLE ON 06 SEP 2004 TO HOLD ERS OF ORDINARY SHARES REGISTERED ON 06 AUG 2004 4. RE-ELECT SIR. CHRISTOPHER BLAND AS A DIRECTOR Management For 5. RE-ELECT MR. ANDY GREEN AS A DIRECTOR Management For 6. RE-ELECT MR. IAN LIVINGSTON AS A DIRECTOR Management For 7. RE-ELECT MR. JOHN NELSON AS A DIRECTOR Management For 8. RE-ELECT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For OF THE COMPANY UNTIL THE CONCL USION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPAN Y AND THEIR REMUNERATION BE FIXED BY THE DIRECTORS 9. AUTHORIZE THE DIRECTORS, BY ARTICLE 74 OF THE Management For COMPANY S ARTICLES OF ASSOCIATIO N AND FOR SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT UNISSUED SHARES UP TO AN AGGREGATE NOMINAL VALUE OF GBP 142 MILLION, EQUAL TO 33% OF THE ISSUED SHA RE CAPITAL EXCLUDING TREASURY SHARES OF THE COMPANY; AUTHORITY EXPIRES THE E ARLIER OF THE 13 OCT 2005 OR 15 MONTHS S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For CONFERRED BY ARTICLE 74 OF THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT TREASURY SHARES FOR CASH, DISAP PLYING THE STATUTORY PRE-EMPTION RIGHTS, PROVIDED THAT THIS POWER IS LIMITED T O THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE AS AN OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOU NT OF GBP 22 MILLION 5% OF THE COMPANY S ISSUED SHARE CAPITAL ; AUTHORITY EX PIRES THE EARLIER OF THE 13 OCT 2005 OR 15 MONTHS ; AND THE DIRECTORS MAY ALLO T EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES 1985 OF UP TO A MAXIMUM NUMBER OF 859 MILLION SHARES OF 5P EACH IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5P AND UP TO 105% OF THE AVERAGE MI DDLE MARKET QUOTATIONS OF SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLI ER OF THE CLOSE OF THE AGM OF THE COMPANY OR 13 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 12. AUTHORIZE THE BRITISH TELECOMMUNICATIONS PLC, Management For TO MAKE DONATIONS TO EU POLITICA L ORGANIZATIONS, NOT EXCEEDING GBP 1,00,000 IN TOTAL; AUTHORITY EXPIRES AT TH E CONCLUSION OF AGM IN 2005 - ------------------------------------------------------------------------------------------------------------------------------------ ICAP PLC AGM Meeting Date: 07/14/2004 Issuer: G46981117 ISIN: GB0033872168 SEDOL: 3387216 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For MAR 2004, TOGETHER WITH THE REP ORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 5.7 PENCE PER ORDINARY Management For SHARE, PAYABLE TO THE SHARE HOLDERS ON THE REGISTER AT 30 JUL 2004 3. RE-ELECT MR. NICHOLAS COSH AS A DIRECTOR OF THE Management For COMPANY 4. RE-APPOINT MR. DUNCAN GOLDIE-MORRISON AS A DIRECTOR Management For OF THE COMPANY 5. RE-APPOINT MR. JAMES MCNULTY AS A DIRECTOR OF Management For THE COMPANY 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS TO SET THEIR REMUNERATION 7. APPROVE THE REMUNERATION COMMITTEE REPORT Management For 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY, FOR THE P URPOSE OF SECTION 80 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE WITH ARTICLE 9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES SE CTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 19,276,541; AUTHORITY E XPIRES ON THE 5TH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION ; AND THE DIRE CTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURS UANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 9.3 OF THE COMPANY S ARTIC LES OF ASSOCIATION, PURSUANT TO SECTION 95(1) OF THE ACT AND SUBJECT TO THE PA SSING OF RESOLUTION 8, TO ALLOT EQUITY SECURITIES SECTION 94(2) FOR CASH PUR SUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 8 AND TO SELL RELEVANT SHARES SECTION 94(5) HELD BY THE COMPANY AS TREASURY SECTION 162A(3) OF THE SAID AC T FOR CASH SECTION 162D(2) OF THE SAID ACT , DISAPPLYING THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLO TMENT OF EQUITY SECURITIES AND THE SALE OF TREASURY SHARES: A) IN CONNECTION W ITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NO MINAL AMOUNT OF GBP 2,891,481; AUTHORITY EXPIRES ON THE FIRST ANNIVERSARY OF THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OF TO SELL TREASURY SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For WITH SECTION 166 OF THE C OMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO 57,829,6 25 SHARES IN THE COMPANY, AT A MINIMUM PRICE EQUAL TO THE NOMINAL VALUE OF EAC H SHARE AND UP TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE SHARES IN THE COMPANY TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF T HE NEXT AGM ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPI RY 11. AUTHORIZE THE COMPANY AND ITS DIRECTORS TO MAKE Management For DONATIONS TO EU POLITICAL ORGA NIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE UP TO AN AGGREGATE AMOUNT OF G BP 100,000 FOR THE GROUP; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF T HE COMPANY TO BE HELD IN 2005 12. AUTHORIZE THE GARBAN-INTERCAPITAL MANAGEMENT Management For SERVICES LIMITED AND ITS DIRECTOR S TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EX PENDITURE UP TO AN AGGREGATE AMOUNT OF GBP 100,000 FOR THE GROUP; AUTHORITY E XPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 - ------------------------------------------------------------------------------------------------------------------------------------ LAND SECURITIES GROUP PLC AGM Meeting Date: 07/14/2004 Issuer: G5375M118 ISIN: GB0031809436 SEDOL: 3180943 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT AND THE FINANCIAL STATEMENTS Management For FOR THE YE 31 MAR 2004 2. APPROVE THE INTERIM DIVIDEND PAID IN THE YEAR Management For AND AUTHORIZE THE PAYMENT OF A F INAL DIVIDEND FOR THE YEAR OF 27.2P PER SHARE 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 4. RE-APPOINT MR. BO LERENIUS AS A DIRECTOR Management For 5. RE-ELECT MR. PETER BIRCH AS A DIRECTOR Management For 6. RE-ELECT SIR WINFRIED BISCHOFF AS A DIRECTOR Management For 7. RE-ELECT MR. DAVID ROUGH AS A DIRECTOR Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY FOR THE E NSUING YEAR AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION S.9 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For ITS OWN ORDINARY SHARES SECTI ON 163(3) OF THE COMPANIES ACT 1985 OF UP TO 46,597,098 ORDINARY SHARES OF 10 P, AT A MINIMUM PRICE OF 10P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTA TIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LI ST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE C ONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; PROVIDED THAT ANY CONT RACT FOR THE PURCHASE OF ANY SHARES AS AFORESAID WHICH WAS CONCLUDED BEFORE TH E EXPIRY OF THE SAID AUTHORITY MAY BE EXECUTED WHOLLY OR PARTLY AFTER THE SAID AUTHORITY EXPIRES S.10 AMEND THE ARTICLES OF ASSOCIATION BY CHANGING Management For THE AMOUNT OF GBP 300,000 IN L INE 3 OF ARTICLE 87.1 AND IN THE LINE 1 OF ARTICLE 87.2 TO AN AMOUNT OF GBP 5 00,000 - ------------------------------------------------------------------------------------------------------------------------------------ LONDON STOCK EXCHANGE PLC AGM Meeting Date: 07/14/2004 Issuer: G8502Z101 ISIN: GB0009529859 SEDOL: 0952985 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS OF THE COMPANY AND THE REPORTS Management For OF THE DIRECTORS AND THE A UDITORS THEREON FOR THE YE 31 MAR 2004 2. DECLARE THE FINAL DIVIDEND FOR THE YE 31 MAR Management For 2004 OF 3.4 PENCE FOR EACH ORDINA RY SHARE IN THE CAPITAL OF THE COMPANY 3. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For THE REPORT AND THE ACCOUNTS FOR T HE YE 31 MAR 2004 4. RE-ELECT MR. GARY ALLEN AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION 5. RE-ELECT MR. JONATHAN HOWELL AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTA TION 6. RE-ELECT MR. PETER MEINERTZHAGEN AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY ROTATION 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 8. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For ADMISSION OF THE NEW ORDINARY SHA RES TO THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AND ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE BECOMING EFFECTIVE: A) THE SPECIAL DI VIDEND OF 55 PENCE PER ORDINARY SHARE OF 5 PENCE TO BE PAID TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 23 JUL 2004; B) ALL OF THE ORDINARY SHARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY WHICH AT THE CLOSE OF BUS INESS ON 23 JUL 2004 ARE SHOWN IN THE BOOKS OF THE COMPANY AS AUTHORIZED BUT U NISSUED BE CONSOLIDATED INTO ONE ORDINARY SHARE IN THE CAPITAL OF THE COMPANY WITH A NOMINAL VALUE EQUAL TO THE PRODUCT OF 5 PENCE AND SUCH NUMBER OF ORDINA RY SHARES, AND IMMEDIATELY THEREAFTER SUCH ONE ORDINARY SHARE AS SO ARISES SHA LL BE SUB-DIVIDED INTO NEW ORDINARY SHARES OF 5 5/6 PENCE EACH THE UNISSUED N EW ORDINARY SHARES , PROVIDED THAT WHERE SUCH SUB-DIVISION RESULTS IN A FRACTI ON OF A UNISSUED NEW ORDINARY SHARE SUCH FRACTION SHALL, TOGETHER WITH THE MIN IMUM NUMBER OF UNISSUED NEW ORDINARY AS ARE REQUIRED TO BE CANCELLED IN ORDER THAT THE NOMINAL VALUE IN POUNDS STERLING OF THE COMPANY S AUTHORIZED SHARE CA PITAL IS A WHOLE NUMBER, BE CANCELLED PURSUANT TO SECTION 121(2)(E) OF THE COM PANIES ACT 1985; AND C) EACH HOLDING OF ORDINARY SHARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY TAKEN TOGETHER THE EXISTING ORDINARY ORDINARY SHARES PROVIDED THAT: I) WHERE SUCH CONSOLIDATION AND SUB-DIVISIONS RESULTS IN A MEM BER BEING ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE, SUCH FRACTION SHALL, SO FAR AS POSSIBLE, BE AGGREGATED WITH OTHER SUCH FRACTION INTO NEW ORDINARY SHARES THE FRACTIONAL ENTITLEMENT SHARES ; AND II) THE DIRECTOR OF THE COMPAN Y BE AUTHORIZED TO SELL OR APPOINT ANY OTHER PERSON TO SELL , ON BEHALF OF TH E RELEVANT MEMBERS, ALL THE FRACTIONS ENTITLEMENT SHARES AND ANY REMAINING FRA CTIONS OF NEW ORDINARY SHARES, AT THE BEST PRICE REASONABLY OBTAINABLE, AND TO PAY THE PROCEEDS OF SALE NET OF EXPENSES IN DUE PROPORTION AMONG THE RELEVA NT MEMBERS ENTITLED THERETO ANY FRACTION OF A PENNY WHICH WOULD OTHERWISE BE PAYABLE BEING ROUNDED DOWN TO THE NEAREST PENNY IF LESS THAN HALF A PENNY A RO UNDED UP IF MORE THAN OR EQUAL TO A HALF PENNY , AND THAT ANY DIRECTOR OF THE COMPANY OR ANY PERSON APPOINTED BY THE COMPANY BE AUTHORIZED TO EXECUTE AN IN STRUMENT OF TRANSFER IN RESPECT OF SUCH SHARES ON BEHALF OF THE RELEVANT SHARE HOLDERS 9. APPROVE THE ADOPTION OF THE LONDON STOCK EXCHANGE Management For LONG TERM INCENTIVE PLAN, AS SPECIFIED, AND THE DIRECTORS BE AUTHORIZED TO ESTABLISH FURTHER PLANS BASED O N THE PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECU RITIES LAWS OUTSIDE THE UK, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH A PLAN COUNT TOWARDS LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE LON G TERM INCENTIVE PLAN 10. APPROVE THE ADOPTION OF THE LONDON STOCK EXCHANGE Management For SHARE INCENTIVE PLAN, AS SPE CIFIED, AND THE DIRECTORS BE AUTHORIZED TO ESTABLISH FURTHER PLANS BASED ON TH AT PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURIT IES LAWS OUTSIDE THE UK, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH A PLAN COUNT TOWARDS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE SHARE INCENTI VE PLAN 11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY OTHER SUCH AUTHORITY, TO ALLO T RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 ACT UP TO AN AG GREGATE NOMINAL AMOUNT OF GBP 4,950,000 REPRESENTING ONE THIRD OF THE ORDINAR Y SHARE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE N EXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY PURSUANT TO ANY SUCH OFFER OR AGREEMENT MADE PRI OR TO SUCH EXPIRY S.12 AUTHORIZE THE DIRECTORS, IN PLACE OF ALL EXISTING Management For POWERS, PURSUANT TO SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94(2) FOR CASH, PURSUANT T O THE AUTHORITY CONFERRED BY RESOLUTION 11, DISAPPLYING THE STATUTORY PRE-EMPT ION RIGHTS SECTION 89(1) , THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY S ECURITIES IN CONNECTION WITH AN ISSUE IN FAVOR OF HOLDERS OF ORDINARY SHARES I N THE CAPITAL OF THE COMPANY; UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO GBP 7 42,500 REPRESENTING 5% OF THE ORDINARY SHARE CAPITAL OF THE COMPANY ; AUTHOR ITY EXPIRES THE END OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALL OT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF THAT O FFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 64 Management For OF THE ARTICLES OF ASSOCIATION O F THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1 985 OF UP TO 25,000,000 ORDINARY SHARES OF 5 5/6 PENCE EACH IN THE CAPITAL OF THE COMPANY OR IF RESOLUTION 8 DOES NOT BECOME WHOLLY UNCONDITIONAL AND EFFEC TIVE, 30,000,000 ORDINARY SHARES OF 5 PENCE EACH AT THE DATE OF THIS AGM, AT A MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE SHALL NOT BE LESS THAN THE NOMINAL VALUE OF THE ORDINARY SHARES AT THE TIME OF PURCHASES WHICH AMOUNT SHALL BE EXCLUSIVE OF EXPENSES, AND NOT MORE THAN 105% OF THE AVERAGE OF THE MID-MARKET QUOTATIONS FOR AN ORDINARY SHARE OF THE COMPANY AND DERIVED FROM TH E LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE CO MPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES IN P URSUANCE OF ANY SUCH CONTRACT WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY A FTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ MARKS AND SPENCER GROUP PLC AGM Meeting Date: 07/14/2004 Issuer: G5824M107 ISIN: GB0031274896 SEDOL: 3127489 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For STATEMENTS FOR THE 53 WE EKS ENDED 03 APR 2004 TOGETHER WITH THE REPORTS OF THE AUDITORS 2. APPROVE THE REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. ELECT MR. MAURICE HELFGOTT AS A DIRECTOR Management For 5. ELECT MR. MARK MCKEON AS A DIRECTOR Management For 6. ELECT MR. STUART ROSE AS A DIRECTOR Management For 7. ELECT MR. CHARLES WILSON AS A DIRECTOR Management For 8. RE-ELECT MR. KEVIN LOMAX AS A DIRECTOR Management For 9. RE-ELECT MR. PAUL MYNERS AS A DIRECTOR Management For 10. RE-ELECT MR. BRAIN BALDOCK AS A DIRECTOR WHO Management For RETIRES AT THE AGE OF 70 11. APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For UNTIL THE CONCLUSION OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 12. APPROVE TO RENEW THE AUTHORITY CONFERRED TO THE Management For DIRECTORS OF THE COMPANY, IN P URSUANT TO THE ARTICLE14(B) OF THE ARTICLES OF THE ASSOCIATION OF THE COMPANY UNTIL THE CONCLUSION OF THE AGM IN 2005 OR ON 13 OCT 2005 WHICHEVER IS EARLIER TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 188,790 ,912 S.13 APPROVE TO RENEW THE AUTHORITY CONFERRED TO THE Management For DIRECTORS OF THE COMPANY, IN P URSUANT TO THE ARTICLE14(B) OF THE ARTICLES OF THE ASSOCIATION OF THE COMPANY UNTIL THE CONCLUSION OF THE AGM IN 2005 OR ON 13 OCT 2005 WHICHEVER IS EARLIER TO ALLOT EQUITY SECURITIES WHOLLY FOR CASH WITH THE RIGHTS ISSUE UP TO AN AGG REGATE NOMINAL AMOUNT OF GBP 28,318,636 S.14 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For CONTAINED IN THE ARTICLES O F ASSOCIATION OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163 OF THE COM PANIES ACT 1985 OF UP TO 226 MILLION ORDINARY SHARES OF 25P EACH IN THE CAPIT AL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DA ILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE E ARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2005 OR 13 OCT 2005 WHICHEVER EARLIER ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PU RCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SU CH EXPIRY * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ CSR LTD AGM Meeting Date: 07/15/2004 Issuer: Q30297115 ISIN: AU000000CSR5 SEDOL: 0160937, 2160708, 5592632, 6238623, 6238645 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL AND OTHER REPORTS Management For 2. RE-ELECT MR. IAN BLACKBURNE AS A DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ BRITISH LD CO PLC AGM Meeting Date: 07/16/2004 Issuer: G15540118 ISIN: GB0001367019 SEDOL: 0136701, 5898943 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND AUDITED Management For ACCOUNTS FOR THE YE 31 MAR 200 4 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For 3. RE-ELECT MR. NICHOLAS RITBLAT AS A DIRECTOR Management For 4. RE-ELECT MR. ROBERT BOWDEN AS A DIRECTOR Management For 5. RE-ELECT SIR DEREK HIGGS AS A DIRECTOR Management For 6. RE-ELECT LORD BURNS AS A DIRECTOR Management For 7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 9. APPROVE THE REMUNERATION REPORT ON PAGES 46 TO Management For 51 IN THE ANNUAL REPORT AND ACC OUNTS 2004 AND POLICY SPECIFIED THEREIN 10. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT UNISSUED SHARE CAPITAL OR C ONVERTIBLE SECURITIES OF THE COMPANY GRANTED BY THE SHAREHOLDERS ON 18 JUL 200 3 PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985 S.11 APPROVE TO WAIVE THE PRE-EMPTION RIGHTS HELD Management For BY EXISTING SHAREHOLDERS WHICH AT TACH TO FUTURE ISSUES FOR CASH OF EQUITY SECURITIES OF THE COMPANY BY VIRTUE O F SECTION 89 OF THE COMPANIES ACT 1985 S.12 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For PURSUANT TO THE ARTICLES OF A SSOCIATION OF THE COMPANY 13. ADOPT THE NEW SAVINGS-RELATED SHARE OPTION SCHEME Management For THE SCHEME - ------------------------------------------------------------------------------------------------------------------------------------ ELECTROCOMPONENTS PLC AGM Meeting Date: 07/16/2004 Issuer: G29848101 ISIN: GB0003096442 SEDOL: 0309644, 5830138 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT DR. L. ATKINSON AS A DIRECTOR Management For 5. RE-ELECT MR. R.B. BUTLER AS A DIRECTOR Management For 6. RE-ELECT MR. I. MASON AS A DIRECTOR Management For 7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For THE COMPANY AND AUTHORIZE THE DIR ECTORS TO AGREE THEIR REMUNERATION 8. APPROVE TO INCREASE THE LIMIT ON THE DIRECTORS Management For FEES FROM GBP 450,000 TO GBP 6 00,000, PURSUANT TO ARTICLE 102.1 OF THE COMPANY S ARTICLES OF ASSOCIATION 9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85 AND IN SUBSTITUTION FOR ANY EXISTING AUTHORITY TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 4,569,923.90; AUTHORIT Y EXPIRES ON 16 JUL 2009 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFT ER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH OFFERS OR AGREEMENTS MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF THE COMPANIES ACT 1985 ACT , TO ALLOT EQUITY SECURITIES SECT ION 94 PURSUANT TO THE AUTHORITY GIVEN BY THE RESOLUTION 9 AND TO TRANSFER EQ UITY SECURITIES SECTION 94 WHICH ARE HELD BY THE COMPANY IN TREASURY, DISAPP LYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POW ER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH OR THE SUBJECT OF AN OFFER OR INVITATION, OPEN OFFER ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS, TO HOLDERS OF ORDINARY SHARES; AND UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,176,233.20; AUTHORITY EXPIRES ON 15 JUL 2009 ; AND THE DIRECT ORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANC E OF SUCH OFFERS OR AGREEMENTS MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 43,524,665 ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10P AND UP TO 105% OF THE AVERAGE MIDDLE M ARKET QUOTATIONS FOR AN ORDINARY SHARE TAKEN FROM THE LONDON STOCK EXCHANGE DA ILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT TH E CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE COMPANY BEFORE THE EXPIR Y, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUT ED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ INDUSTRIA DE DISENO TEXTIL INDITEX SA OGM Meeting Date: 07/16/2004 Issuer: E6282J109 ISIN: ES0148396015 SEDOL: 7111314 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL STATEMENTS (BALANCE SHEET, Management For LOSS AND PROFIT ACCOUNT AND ANNU AL REPORT), MANAGEMENT REPORT AND PERFORMANCE OF THE BOARD OF DIRECTORS OF IND ITEX, SA AND ITS CONSOLIDATED GROUP, ALL THE AFOREMENTIONED RELATED TO FY 2003 2. APPROVE THE ALLOCATION OF EARNINGS AND DISTRIBUTION Management For OF DIVIDENDS 3. APPROVE TO CEASE THE DIRECTOR AND RE-ELECT THE Management For MEMBERS OF THE BOARD OF DIRECTO RS 4. AMEND THE ARTICLE 6, 8, 10, 12, 14, 17, 18, 22,24, Management For 27, 28, 30, 36 AND 42 OF TH E CORPORATE BYLAWS AND ADDITION OF THE ARTICLES 23, 32 AND 34, RENUMBERING THE CORRECT ARTICLES 23 TO 42 AS ARTICLES 24 TO 45 5. AMEND THE REGULATION OF THE SHAREHOLDERS MEETING Management For 6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE ITS Management For TREASURY STOCK 7. GRANT AUTHORITY TO EXECUTE THE RESOLUTIONS OF Management For THE MEETING 8. RECEIVE THE REPORT ABOUT THE REGULATION OF THE Management For BOARD OF DIRECTORS - ------------------------------------------------------------------------------------------------------------------------------------ BRITISH AIRWAYS PLC AGM Meeting Date: 07/20/2004 Issuer: G14980109 ISIN: GB0001290575 SEDOL: 0129057, 5473782 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For MAR 2004, TOGETHER WITH THE ANNUA L REPORT OF THE DIRECTORS 2. APPROVE THE REMUNERATION REPORT CONTAINED WITHIN Management For THE REPORT AND ACCOUNTS FOR T HE YE 31 MAR 2004 3. RE-ELECT MR. MICHAEL STREET AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES IN ACCOR DANCE WITH ARTICLE 87 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT MR. BARONESS O CATHAIN AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES IN A CCORDANCE WITH ARTICLE 87 OF THE COMPANY S ARTICLES OF ASSOCIATION, UNTIL THE END OF THE NEXT AGM 5. ELECT MR. ALISON REED AS A DIRECTOR OF THE COMPANY, Management For WHO RETIRES IN ACCORDANCE WITH ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For THE COMPANY 7. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For S REMUNERATION - ------------------------------------------------------------------------------------------------------------------------------------ JOHNSON ELECTRIC HOLDINGS LTD AGM Meeting Date: 07/20/2004 Issuer: G5150J140 ISIN: BMG5150J1403 SEDOL: 6126331, 6281939 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ACCOUNTS Management For AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS FOR THE YE 31 MAR 2004 2. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For 31 MAR 2004 3.a RE-ELECT MR. PETER WANG KIN CHUNG AS A NON-EXECUTIVE Management For DIRECTOR 3.b RE-ELECT MR. PETER STUART ALLENBY EDWARDS AS Management For A INDEPENDENT NON-EXECUTIVE DIREC TOR 3.c RE-ELECT MR. PATRICK BLACKWELL PAUL AS A INDEPENDENT Management For NON-EXECUTIVE DIRECTOR 3.d RE-ELECT MR. MICHAEL JOHN ENRIGHT AS A INDEPENDENT Management For NON-EXECUTIVE DIRECTOR 4. APPROVE TO CONFIRM THE REMUNERATION OF THE DIRECTORS Management For 5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 6. APPROVE TO FIX THE NUMBER OF DIRECTORS OF THE Management For COMPANY AT 15 AND AUTHORIZE THE DIRECTORS TO ELECT OR APPOINT ADDITIONAL DIRECTORS UP TO THE MAXIMUM OF 15 7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE, Management Against ALLOT AND DISPOSE OF ADDITION AL SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS A ND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 5% OF THE AGGRE GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF OPTIONS GRANTED UNDER T HE COMPANY S SHARE OPTION SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE CONCLU SION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHI CH THE NEXT AGM IS TO BE HELD BY LAW 8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For ITS OWN SHARES OF THE COMPA NY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR A NY OTHER STOCK EXCHANGE RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES AND FUTU RES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN A CCORDANCE WITH ALL APPLICABLE LAWS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 9. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 7 AND 8, TO ADD THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COM PANY PURSUANT TO RESOLUTION 8, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA PITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTION 7, PROVIDED T HAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE IS SUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION S.10 AMEND THE BYE-LAWS OF THE COMPANY: 1) BYE-LAW Management For 1; 2) BYE-LAW 85A; 3) BYE-LAW 10 8(B); AND 4) BYE-LAW 114 - ------------------------------------------------------------------------------------------------------------------------------------ JOHNSON MATTHEY PLC AGM Meeting Date: 07/20/2004 Issuer: G51604109 ISIN: GB0004764071 SEDOL: 0476407, 5830569 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE COMPANY S ACCOUNTS FOR THE YE 31 Management For MAR 2004 2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For REPORT FOR THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 18.2 PENCE PER SHARE Management For ON THE ORDINARY SHARES 4. ELECT DR. P. N. HAWKER AS A DIRECTOR OF THE COMPANY Management For 5. ELECT MR. L. C. PENTZ AS A DIRECTOR OF THE COMPANY Management For 6. RE-ELECT M. B. DEERDEN AS A DIRECTOR OF THE COMPANY Management For 7. RE-ELECT MR. C. D. MACKEY AS A DIRECTOR OF THE Management For COMPANY 8. RE-ELECT MR. J. N. SHELDRICK AS A DIRECTOR OF Management For THE COMPANY 9. RE-ELECT MR. I. C. STRACHAN AS A DIRECTOR OF Management For THE COMPANY 10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS FOR Management For THE FORTHCOMING YEAR AND AUTHORI ZE THE DIRECTORS TO FIX THEIR REMUNERATION 11. AUTHORIZE THE COMPANY TO MAKE POLITICAL DONATIONS Management For AND INCUR POLITICAL EXPENDIT URE 12. AMEND THE RULES OF THE JOHNSON MATTHEY LONG TERM Management For INCENTIVE PLAN 13. AMEND THE RULES OF THE JOHNSON MATTHEY 2001 SHARE Management For OPTION SCHEME 14. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For 15. APPROVE TO DIS-APPLY PRE-EMPTION RIGHTS ATTACHING Management For TO ORDINARY SHARES 16. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For OF ITS OWN SHARES - ------------------------------------------------------------------------------------------------------------------------------------ PILKINGTON PLC AGM Meeting Date: 07/20/2004 Issuer: G70956118 ISIN: GB0006884620 SEDOL: 0688462, 5663419 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For MAR 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For FOR THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 3.25 PENCE PER ORDINARY Management For SHARE FOR THE FOR THE YE 3 1 MAR 2004 PAYABLE ON 30 JUL 2004 TO THE SHAREHOLDERS ON THE REGISTER AT THE C LOSE OF BUSINESS ON 11 JUN 2004 4. ELECT MR. CHRISTINE MORIN-POSTEL AS A DIRECTOR Management For OF THE COMPANY 5. RE-ELECT MR. STUART CHAMBERS AS A DIRECTOR OF Management For THE COMPANY 6. RE-ELECT MR. JAMES LENG AS A DIRECTOR OF THE COMPANY Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL TH E CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE APPOINTED AUDITOR S S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFER RED BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89( 1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE OR A SCRIP DIVIDEND ALTERNATIVE IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 31, 867,236; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF T HE COMPANY OR 15 MONTHS ; AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 127,468,944 ORDINARY SHARES OF 50 PENCE EACH IN THE CAPIT AL OF THE COMPANY, AT A MINIMUM PRICE OF 50 PENCE AND UP TO 105% OF THE AVERAG E MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHA NGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; T HE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY; AND APPROVE THAT THE ORDINARY SHARES PURCHASED SHALL BE EITHER: A) CANCELLED IMMEDIATELY UPON THE COMPLETION OF THE PURCHASE; OR B) HELD AS TREASURY SHARES PURSUANT TO SECTION 162A OF THE COMPANIES ACT 1985 11. APPROVE TO EXTEND THE TERM OF THE PILKINGTON Management For SENIOR EXECUTIVES SHARE OPTION S CHEME AND THE PILKINGTON SENIOR EXECUTIVES NO. 2 SHARE OPTION SCHEME TO 28 AU G 2014 - ------------------------------------------------------------------------------------------------------------------------------------ RINKER GROUP LTD AGM Meeting Date: 07/20/2004 Issuer: Q8142Y109 ISIN: AU000000RIN3 SEDOL: 6599386, 7573185 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE FYE 31 MAR 2004 2. RECEIVE THE REMUNERATION REPORT FOR THE YE 31 Management For MAR 2004 3.a RE-ELECT MR. JOHN MORSCHEL AS A DIRECTOR IN Management For ACCORDANCE WITH CLAUSE 56 OF THE COMPANY S CONSTITUTION 3.b RE-ELECT MR. JOHN INGRAM AS A DIRECTOR IN ACCORDANCE Management For WITH CLAUSE 54 OF THE CO MPANY S CONSTITUTION 4. APPROVE THAT, WITH EFFECT FROM THE FY COMMENCING Management For ON 01 APR 2004, THE AGGREGATE MAXIMUM SUM AVAILABLE FOR REMUNERATION OF NON-EXECUTIVE DIRECTORS IS INCREASE D BY AUD 400,000 PER YEAR TO AUD 1,250,000 PER YEAR - ------------------------------------------------------------------------------------------------------------------------------------ SSL INTERNATIONAL PLC AGM Meeting Date: 07/20/2004 Issuer: G8401X108 ISIN: GB0007981128 SEDOL: 0798112, 5848067 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORTS AND THE COMPANY Management For S ANNUAL ACCOUNTS FOR THE YE 31 MAR 2004 TOGETHER WITH THE AUDITORS REPORT ON THOSE ACCOUNTS AND THE AUDITED AND THE AUDITABLE PART OF THE DIRECTORS REMUNERATION REPORT 2. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For IN THE REPORTS AND ACCOUNTS FOR T HE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 4.2P PER ORDINARY Management For SHARE 4. RE-ELECT MR. IAN MARTIN AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 5. RE-ELECT MR. PETER READ AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 6. ELECT MR. RICHARD ADAM AS A DIRECTOR Management For 7. ELECT MR. MIKE PILKINGTON AS A DIRECTOR Management For 8. ELECT MR. IAN ADAMSON AS A DIRECTOR Management For 9. ELECT MR. MARK MORAN AS A DIRECTOR Management For 10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For THE COMPANY, UNTIL THE CONCLUSION OF NEXT AGM AT WHICH ACCOUNTS ARE LAID AND AUTHORIZE THE DIRECTORS TO SET THE AUDITOR S REMUNERATION S.11 AUTHORIZE THE COMPANY FOR THE PURPOSES OF COMPANIES Management For ACT 1985, PURSUANT TO ARTI CLE 45 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO MAKE ONE OR MORE MARKET PU RCHASES SECTION 163(3) OF UP TO 18,936,585 ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE IS THE NOMINAL AMOUNT OF THA T SHARE EXCLUSIVE OF EXPENSES PAYABLE BY THE COMPANY AND UP TO 105% OF THE AVE RAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM THE LONDON ST OCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 20 J AN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ BPB PLC AGM Meeting Date: 07/21/2004 Issuer: G12796101 ISIN: GB0000687078 SEDOL: 0068707, 5830064 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ADOPT THE ACCOUNTS FOR THE YEAR 31 MAR 2004 TOGETHER Management For WITH THE REPORTS OF THE D IRECTORS AND THE AUDITORS OF THOSE ACCOUNTS 2. APPROVE THE REMUNERATION COMMITTEES REPORT FOR Management For THE YEAR TO 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 9.45P PER SHARE Management For 4. RE-ELECT MR. R.M. HEAR AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 5.1 RE-ELECT MR. A.J. DOUGAL AS A DIRECTOR Management For 5.2 RE-ELECT MR. E. HENKES AS A DIRECTOR Management For 6. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 7. ADOPT THE BPB PERFORMANCE SHARE PLAN PLAN ; Management For AUTHORIZE THE DIRECTORS OF THE CO MPANY TO DO ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY OR DESIRABLE TO CARRY THE SAME INTO EFFECT AND TO VOTE, AND BE COUNTED IN THE QUORUM, ON ANY MATTER CONNECTED WITH THE PLAN, NOTWITHSTANDING THAT THEY MAY BE INTERESTED IN THE S AME EXCEPT THAT NO DIRECTOR BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION , AND THAT THE PROHIBITION ON VOTING BE INTERESTED DIRECTORS CONTAINED IN THE ARTICLE 113 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY BE HEREBY RELAXED TO THAT EXTENT; AND ALSO DIRECTORS ARE AUTHORIZED TO ESTABLISH SUCH SCHEDULES TO THE PLAN AND / OR SUCH OTHER PLANS BASED ON THE PLAN BUT MO DIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUTSI DE THE UK AS THEY CONSIDER NECESSARY OR EXPEDIENT, PROVIDED THAT ANY SHARES MA DE AVAILABLE UNDER SUCH SCHEDULES OR PLANS MUST BE TREATED AS COUNTING AGAINST THE RELEVANT LIMITS IN THE PLAN ON INDIVIDUAL PARTICIPATION LEVELS AND THE OV ERALL NUMBER OF SHARES ISSUABLE 8. RATIFY THE RULES OF THE BPB EXECUTIVE SHARE OPTION Management For PLAN 2001 INCLUDING A SCHE DULE RELATING TO THE GRANT OF OPTIONS OF FRENCH RESIDENT EMPLOYEES S.9 AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For 43 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163 OF UP TO 49.5 MILLION ORD INARY SHARES OF 50P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 50P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DER IVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 B USINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONT RACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTL Y AFTER SUCH EXPIRY S.10 APPROVE THE AMENDMENTS TO THE COMPANY S ARTICLES Management For OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ FKI PLC (FORMERLY FKI BABCOCK PLC) AGM Meeting Date: 07/21/2004 Issuer: G35280109 ISIN: GB0003294591 SEDOL: 0329459, 5830172 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS FOR THE Y E 31 MAR 2004 2. APPROVE A REMUNERATION REPORT FOR THE YE 31 MAR Management For 2004 3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For WHICH THE DIRECTORS RECOMMEND SHOULD BE 3.0P PER ORDINARY SHARE 4. RE-APPOINT MR. C. MATTHEWS AS A DIRECTOR Management For 5. RE-APPOINT MR. N. BAMFORD AS A DIRECTOR Management For 6. RE-APPOINT SIR MICHAEL HODGKINSON AS A DIRECTOR Management For 7. RE-APPOINT MR. R.L. GOTT AS A DIRECTOR Management For 8. RE-APPOINT ERNST & YOUNG AS THE AUDITORS OF THE Management For COMPANY 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT RELEVANT SECURITIES OF THE COMPANY SECTION 80(2) OF THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 16,300,000; AUTHORITY EXPIRES THE EA RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER, AGREEMENT OR OTHER ARRANGEMENT W HICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH EXPI RY AND THE DIRECTORS OF THE COMPANY MAY ALLOT RELEVANT SECURITIES PURSUANT TO ANY SUCH OFFER, AGREEMENT OR ARRANGEMENT AS IF THE AUTHORITY HEREBY CONFERRED HAD NOT EXPIRED S.11 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT OF THE COMPANY PURSUANT TO THE AUTHORITY CONFERRED BY S.12, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SE CTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY S ECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLD ERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,900,000; AUTHORITY EXP IRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS OF THE COMPANY MAY, BEFORE THE EXPIRY OF ANY POWER, MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALL OTTED AFTER SUCH EXPIRY AND THE DIRECTORS OF THE COMPANY MAY ALLOT EQUITY SECU RITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY HEREBY C ONFERRED HAD NOT EXPIRED S.12 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 54 Management For OF THE COMPANY S ARTICLES OF ASS OCIATION AND SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 29,000,000 ORDINARY SHARES OF 10P EACH, AT A MINIMUM PRIC E OF 10P AND UP TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES OF THE COMPANY DERIVED FROM THE STOCK EXCHANGE DAILY OFFICIA L LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY MAY M AKE A PURCHASE OF ORDINARY SHARES UNDER SUCH AUTHORITY AFTER SUCH DATE IF THE CONTRACT OF PURCHASE FOR THE SAME WAS ENTERED INTO BEFORE SUCH DATE S.13 AMEND ARTICLE 83 OF THE COMPANY S ARTICLES OF Management For ASSOCIATION BY DELETING THE WORD S SPECIFIED AT THE BEGINNING OF THE ARTICLE - ------------------------------------------------------------------------------------------------------------------------------------ GUS PLC AGM Meeting Date: 07/21/2004 Issuer: G4209W103 ISIN: GB0003847042 SEDOL: 0384704, 5981843, 7119062 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For STATEMENTS OF THE COMPAN Y FOR THE YE 31 MAR 2004, TOGETHER WITH THE REPORT OF THE AUDITORS 2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For AND RELATED MATTERS CONTAINE D IN THE FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE YE 31 MAR 200 4 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT MR. ANDY HORNBY AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 74 OF THE CO MPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT SIR. VICTOR BLANK AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 76 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT SIR. ALAN RUDGE AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 76 OF THE CO MPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. ALAN SMART AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 76 OF THE COM PANY S ARTICLES OF ASSOCIATION 8. RE-ELECT MR. DAVID TYLER AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 76 OF THE CO MPANY S ARTICLES OF ASSOCIATION 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH FINANCIAL STATEMENTS AND REPO RTS ARE LAID 10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR THE Management For AUTHORITY CONFERRED BY THE SPEC IAL RESOLUTION PASSED ON 23 JUL 2003 AND FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF UP TO 100,000,0 00 9.8% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 25 MAY 2004 ORD INARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHA RE OF 25P IN THE CAPITAL OF THE COMPANY AS DERIVED FROM THE LONDON STOCK EXCHA NGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 OR 20 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXP IRY 12. AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For 5 OF THE COMPANY S ARTICLES OF AS SOCIATION AND SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITI ES SECTION 80(2) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 58,395,799 BEING AP PROXIMATELY 23% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 25 MAY 20 04 EXCLUDING THE TREASURY SHARES ; AUTHORITY EXPIRES THE EARLIER OF THE CONC LUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 OR 20 OCT 2005 ; AND THE D IRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN P URSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For 6 OF THE COMPANY S ARTICLES OF AS SOCIATION, SUBJECT TO THE PASSING OF RESOLUTION 12 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PU RSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 12, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE TO OR IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GB P 12,705,210 5% OF THE ISSUED SHARE CAPITAL AS AT 25 MAY 2004 ; AUTHORITY EX PIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 20 05 OR 20 OCT 2005 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EX PIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR T O SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ INVENSYS PLC AGM Meeting Date: 07/21/2004 Issuer: G49133104 ISIN: GB0008070418 SEDOL: 0807041, 5457601 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For STATEMENT OF ACCOUNTS FOR THE YE 31 MAR 2004 2. APPROVE THE BOARD S REMUNERATION REPORT CONTAINED Management For IN THE REPORT AND ACCOUNTS F OR THE YE 31 MAR 2004 3.a RE-ELECT MR. S.M. ROBERTSON AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLES OF A SSOCIATION 3.b RE-ELECT MR. U.C. HONRIKSSON AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 4. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For 5. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY, OTHER THA N IN RESPECT OF ANY ALLOTMENTS MADE PURSUANT TO OFFERS OR AGREEMENTS MADE PRIO R TO THE PASSING OF THIS RESOLUTION, TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,767,500 ; AUTHORITY EXPIRES ON 21 JUL 2009 ; AND THE DIRECTORS MAY ALLOT RELEVANT SEC URITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AG REEMENT MADE PRIOR TO SUCH EXPIRY S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 6 AND PURSUANT T O SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RE SOLUTION 6, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROV IDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CO NNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER ISSUE IN FAVOR OF ORDINARY S HAREHOLDERS AND THE HOLDERS OF ANY OTHER CLASS OF EQUITY SECURITY; AND B) UP T O AN AGGREGATE NOMINAL AMOUNT OF GBP 2,843,500; AUTHORITY EXPIRES ON 21 JUL 2 009 ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SU CH EXPIRY S.8 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 568,714,383 ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1P AND NOT MORE THAN 105% ABOVE THE AVERAG E MIDDLE MARKET QUOTATIONS VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMP ANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE POST LTD AGM Meeting Date: 07/21/2004 Issuer: Y8120Z103 ISIN: SG1N89910219 SEDOL: 6609478, 7591499 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For FYE 31 MAR 2004 AND THE DIRECTO RS REPORT AND THE AUDITORS REPORT 2. DECLARE A FINAL DIVIDEND OF 2.1 CENTS PER SHARE Management For TAX EXEMPT IN RESPECT OF THE F YE 31 MAR 2004 3. RE-ELECT MR. LIM HO KEE AS A DIRECTOR Management For 4. RE-ELECT MS. JANET ANG GUAT HAR AS A DIRECTOR Management For 5. RE-ELECT MR. ONG AH HENG AS A DIRECTOR Management For 6. APPROVE THE DIRECTORS FEES OF SGD 342,012 FOR Management For THE FYE 31 MAR 2004 7. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THE REMUNERATION OF TH E AUDITORS * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal 8. AUTHORIZE THE DIRECTORS TO: A) ISSUES SHARES Management For IN THE CAPITAL OF THE COMPANY SH ARES WHETHER BY THE WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT OF FERS AGREEMENTS OR OPTIONS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED INC LUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OT HER INSTRUMENTS CONVERTIBLE IN TO SHARES AT ANY TIME AND UPON SUCH TERMS AND C ONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN TH EIR ABSOLUTE DISCRETION DEEM FIT; B) ISSUE SHARES IN PURSUANCE OF ANY INSTRUME NT MADE OR GRANTED BY THE DIRECTORS OF THE COMPANY WHILE THIS RESOLUTION IN FO RCE PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED SHOULD NOT EXCEE D 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRORATA BASIS TO SHAREHOLDERS OF THE C OMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, SUBJECT TO THE MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SINGAPORE EXCHANGE SECUR ITIES TRADING LIMITED SGX-ST FOR THE PURPOSE OF DETERMINING THE AGGREGATE NU MBER OF SHARES THAT MAY BE ISSUED AND THE PERCENTAGE OF THE ISSUED SHARE CAPIT AL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED AFTER ADJUSTING FOR: 1) NEW SHARES ARISING FROM THE CONVE RSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; 2) ANY SUBSEQUENT CONSOLIDATION OR SUB DIVISION OF SHARES IN EXERCI SING THE AUTHORITY CONFERRED BY THIS RESOLUTION THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST AND THE ARTICLES OF ASSOCIA TION FOR THE TIME BEING OF THE COMPANY; AUTHORIZATION IS IN FORCE UNTIL THE C ONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH IS REQUIRED BY L AW WHICHEVER IS EARLIER 9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE POST SHARE OPTION SCHEME SHARE OPTION SCHEME AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE SHARE OPTION SCHEM E PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE SH ARE OPTION SCHEME SHALL NOT EXCEED 10% OF THE TOTAL ISSUED SHARE CAPITAL OF TH E COMPANY FROM TIME TO TIME - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE POST LTD EGM Meeting Date: 07/21/2004 Issuer: Y8120Z103 ISIN: SG1N89910219 SEDOL: 6609478, 7591499 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50 THE COMPANIES ACT TO PURCHASE OR OTHERWI SE ACQUIRE ORDINARY SHARES OF SGD 0.05 EACH FULLY PAID IN THE CAPITAL OF THE C OMPANY THE SHARES , NOT EXCEEDING IN AGGREGATE THE PRESCRIBED LIMIT, AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS UP TO A MAXIMUM PRICE, W HETHER BY WAY OF: I) MARKET PURCHASE(S) ON THE SINGAPORE EXCHANGE SECURITIES T RADING LIMITED SGX-ST , OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES MAY F OR THE TIME BEING BE LISTED OR QUOTED OTHER EXCHANGE ; AND/OR II)OFF-MARKET P URCHASE(S) IF EFFECTED OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S), AS MAY BE DETERMINED OR FORMULATED BY THE DIRECTORS AS THEY DEEM FIT, WHICH SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND REGULA TIONS AND RULES OF THE SGX-ST OR OTHER EXCHANGE AS MAY FOR THE TIME BEING BE A PPLICABLE; AUTHORITY EXPIRES THE EARLIER OF THE DATE ON WHICH THE NEXT AGM OF THE COMPANY IS HELD OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUI RED BY LAW TO BE HELD ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS DEEMED NECESSARY TO GIVE E FFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION - ------------------------------------------------------------------------------------------------------------------------------------ BOOTS GROUP PLC, NOTTINGHAM AGM Meeting Date: 07/22/2004 Issuer: G12517101 ISIN: GB0032310780 SEDOL: 3231078 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT AND ANNUAL ACCOUNTS Management For AND THE AUDITORS REPORT THE REON 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND Management For 4. RE-APPOINT MR. MME H. PLOIX AS A DIRECTOR Management For 5. RE-APPOINT DR. M.P READ AS A DIRECTOR Management For 6. RE-APPOINT MR. R.A BAKER AS A DIRECTOR Management For 7. RE-APPOINT MR. G.N DAWSON AS A DIRECTOR Management For 8. RE-APPOINT MR. T.C PARKER AS A DIRECTOR Management For 9. RE-APPOINT THE AUDITORS Management For 10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For WITHIN THE MEANING OF SEC TION 80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 64. 0 MILLIONS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPAN Y ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For RESOLUTION 11AND PURSUANT TO SE CTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94(2) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 11, AND/OR WHERE S UCH ALLOTMENT CONSTITULES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTI ON 94(3A) OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89 (1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIE S A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT NOT EXCEEDING OF GBP 9.6 MILLIONS; AUTHO RITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY I N PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, SUBJECT TO THE COMPANY Management For S ARTICLES OF ASSOCIATION AND SE CTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO 76,876,000 ORDINARY SHARES, AT A MINIMUM PRICE PER ORDINARY SHARE IS THE NOMINAL VALUE AND THE MAXIMUM PRICE NOT MORE THAN 5% ABOVE THE AVERAGE OF THE CLOSING MID MARKET PRICES FOR THE ORDINARY SHARES OF THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINE SS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHAR ES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ CABLE & WIRELESS PLC AGM Meeting Date: 07/22/2004 Issuer: G17416127 ISIN: GB0001625572 SEDOL: 0162557, 5687129, 6160986 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE GROUP ACCOUNTS FOR THE FINANCIAL Management For YEAR ENDED 31 MAR 2004 AND THE RE PORTS OF THE DIRECTORS AND AUDITORS THEREON 2. APPROVE THE REMUNERATION REPORT FOR THE YEAR Management For ENDED 31 MAR 2004 AS CONTAINED WI THIN THE REPORT AND ACCOUNTS 3. ELECT MR. CHARLES HERLINGER AS A DIRECTOR Management For 4. ELECT LORD ROBERTSON OF PORT ELLEN AS A DIRECTOR Management For 5. RE-ELECT MR. RICHARD LAPTHORNE AS A DIRECTOR Management For 6. RE-ELECT MR. GRAHAM HOWE AS A DIRECTOR Management For 7. RE-APPOINT KPMG AUDIT PLC AS AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 9. APPROVE THE AMENDMENTS TO THE RULES OF THE CABLE Management For & WIRELESS INCENTIVE PLAN 200 1 (THE PLAN ) 10. APPROVE THE AMENDMENTS TO THE RULES OF THE CABLE Management For & WIRELESS DEFERRED SHORT TER M INCENTIVE PLAN 11. APPROVE THAT THE AUTHORIZATION GRANTED TO THE Management For DIRECTORS TO OPERATE THE CABLE & WIRELESS INCENTIVE PLAN 2001 (THE PLAN) IN FRANCE, IN ACCORDANCE WITH THE RUL ES PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF ID ENTIFICATION, AS VARIED FROM TIME TO TIME, BE RENEWED AND THAT THE DIRECTORS B E AUTHORIZED TO DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT TO OPERATE THE P LAN IN FRANCE 12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT 19 85, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 200,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 200,000 IN TO TAL IN THE PERIOD BEGINNING ON THE DATE OF THIS RESOLUTION AND ENDING ON THE E ARLIER OF 21 JULY 2008 OR THE CONCLUSION OF THE AGM OF THE COMPANY IN 2008 S.13 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For (AS DEFINED IN SECTION 163(3) O F THE COMPANIES ACT 1985) OF ORDINARY SHARES WITH NOMINAL VALUE OF 25P EACH IN THE COMPANY, PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE UNDER THIS AUTH ORITY MORE THAN 357 MILLION ORDINARY SHARES; (B) THE COMPANY DOES NOT PAY LESS THAN 25P FOR EACH ORDINARY SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR E ACH SHARE THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES CONCERNED, BASED ON SHARE PRICES PUBLISHED IN THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE; AUTHORITY SHALL CONTIN UE FOR THE PERIOD ENDING ON THE DATE OF THE AGM IN 2005 OR 31 OCT 2005, WHICHE VER IS THE EARLIER, PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE THIS DATE T O PURCHASE ORDINARY SHARES WHERE THESE PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY TERMINATES (EITHER WHOLLY OR IN PART) THE COMPANY MAY COMPLETE SUCH PURCHASES S.14 AMEND THE COMPANY S ARTICLES OF ASSOCIATION, Management For WITH IMMEDIATE, EFFECT BY: (A) DE LETING THE SECOND SENTENCE OF ARTICLE 132(A) AND SUBSTITUTING IN ITS PLACE SH AREHOLDERS MUST AUTHORIZE THE DIRECTORS TO MAKE AN OFFER UNDER THIS ARTICLE 13 2(A) (EITHER BEFORE OR AFTER THE OFFER IS MADE) ; AND (B) INSERTING THE WORDS TO MAKE AN OFFER IN RESPECT OF A PARTICULAR DIVIDEND DIRECTLY AFTER THE WORD S AFTER THE DIRECTORS HAVE DECIDED IN THE FIRST SENTENCE OF ARTICLE 132(A) ( V) AND TO DELETE THE WORDS HOW MANY NEW SHARES THE ORDINARY SHAREHOLDERS WILL BE ENTITLED TO IN THAT SENTENCE 15. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For EXERCISE THE POWER CONFERRED UP ON THEM BY ARTICLE 132(A) OF THE COMPANY S ARTICLES OF ASSOCIATION AS FROM TIM E TO TIME VARIED SO THAT, TO THE EXTENT AND IN THE MANNER DETERMINED BY THE DI RECTORS, THE HOLDERS OF ORDINARY SHARES IN THE COMPANY BE PERMITTED TO ELECT T O RECEIVE NEW ORDINARY SHARES IN THE COMPANY, CREDITED AS FULLY PAID, INSTEAD OF ALL OR PART OF THE FULL YEAR DIVIDEND FOR THE FINANCIAL YEAR OF THE COMPANY ENDED 31 MAR 2004 AND INSTEAD OF ALL OR ANY PART OF ANY DIVIDENDS (INCLUDING INTERIM DIVIDENDS) PAID BY THE DIRECTORS OR DECLARED BY THE COMPANY IN GENERAL MEETING (AS THE CASE MAY BE) DURING THE PERIOD COMMENCING ON 22 JUL 2004 AND ENDING ON 21 JUL 2009; AND (B) CAPITALIZE AN AMOUNT EQUAL TO THE NOMINAL VALUE OF THE NEW ORDINARY SHARES OF THE COMPANY TO BE ALLOTTED PURSUANT TO ANY ELEC TIONS MADE AS AFORESAID OUT OF THE AMOUNT STANDING TO THE CREDIT OF RESERVES O R FUNDS (INCLUDING ANY SHARE PREMIUM ACCOUNT, CAPITAL REDEMPTION RESERVE AND T HE PROFIT AND LOSS ACCOUNT) OR ANY OTHER SUM WHICH IS AVAILABLE TO BE DISTRIBU TED, AS THE DIRECTORS MAY DETERMINE, TO APPLY SUCH SUM IN PAYING UP SUCH ORDIN ARY SHARES IN THE COMPANY IN FULL AND TO ALLOT SUCH ORDINARY SHARES TO THE SHA REHOLDERS OF THE COMPANY VALIDLY MAKING SUCH ELECTIONS IN ACCORDANCE WITH THEI R RESPECTIVE ENTITLEMENTS 16. DECLARE A FULL YEAR DIVIDEND Management For - ------------------------------------------------------------------------------------------------------------------------------------ CARTER HOLT HARVEY LTD SGM Meeting Date: 07/22/2004 Issuer: Q21397122 ISIN: NZCAHE0001S6 SEDOL: 6178354, 6178406 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THE ARRANGEMENT, PURSUANT TO PART XV Management For OF THE COMPANIES ACT 1993, BETWEE N CARTER HOLT HARVEY LIMITED AND THE HOLDERS OF ORDINARY SHARES IN CARTER HOLT HARVEY LIMITED RELATING TO THE RETURN OF CAPITAL TO SHAREHOLDERS; CARTER HOLT HAVERY SHALL PAY NZD 1.10 FOR EACH SHARE REGISTERED IN THE NAME OF THE SHAREH OLDER WHICH HAS BEEN CANCELLED IN ACCORDANCE WITH THE SAID CLAUSE 2.1 - ------------------------------------------------------------------------------------------------------------------------------------ DE LA RUE PLC (NEW) AGM Meeting Date: 07/22/2004 Issuer: G6448X107 ISIN: GB0009380592 SEDOL: 0938059 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS OF THE CO MPANY FOR THE YE 27 MAR 2004 TOGETHER WITH THE REPORT OF THE AUDITORS 2. APPROVE THE REMUNERATION REPORT FOR THE YE 27 Management For MAR 2004 3. DECLARE A FINAL DIVIDEND ON THE COMPANY S ORDINARY Management For SHARES IN RESPECT OF THE YE 27 MAR 2004 4. ELECT MR. L.M. QUINN AS A DIRECTOR, WHO RETIRES Management For PURSUANT TO ARTICLE 33.1 OF TH E COMPANY S ARTICLES OF ASSOCIATION THE ARTICLES 5. RE-ELECT MR. P.M.G. NOLAN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT TO A RTICLE 38.1 OF THE ARTICLES 6. RE-ELECT MR. K.H. HODGKINSON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT T O ARTICLE 38.1 OF THE ARTICLES 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT O F GBP 15,258,815; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF PREVIOUS RESOLUTION AND PUR SUANT TO SECTION 95 OF THE ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PURSU ANT TO THE AUTHORITY CONFERRED BY THE PREVIOUS RESOLUTION ABOVE OR OTHERWISE I N THE CASE OF TREASURY SHARES SECTION 163(3) OF THE ACT , DISAPPLYING THE STA TUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION WITH AN OFFER OF SUCH SECURITIES BY WAY OF RIGHTS, OPEN OFFER OR OTHER OFFER OF SECURITIES; AND II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,288,821; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUIT Y SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 83 Management For OF THE ARTICLES AND IN ACCORDANC E WITH SECTION 166 OF THE ACT, TO MAKE ONE OR MORE MARKET PURCHASES SECTION 1 63(3) OF THE ACT OF UP TO 27,447,553 ORDINARY SHARES REPRESENTING 14.99% OF T HE COMPANY S ISSUED ORDINARY SHARE CAPITAL PROVIDED THAT IN THE CASE OF SHARES PURCHASED IN THE MARKET AND HELD IN TREASURY SUCH MAXIMUM AGGREGATE NOMINAL V ALUE OF SHARES HELD SHALL NOT AT ANY TIME 10% OF THE ISSUED SHARE CAPITAL OF T HE COMPANY AT THAT TIME, AT A MINIMUM PRICE OF 25 PENCE AND THE MAXIMUM PRICE SHALL NOT BE MORE THAN 5% ABOVE THE AVERAGE OF THE MARKET VALUES FOR AN ORDINA RY SHARE DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHO LLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ SCOTTISH POWER PLC AGM Meeting Date: 07/23/2004 Issuer: G79314129 ISIN: GB0006900707 SEDOL: 0690070, 5626876, 5748844 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management For THE YE 31 MAR 2004 2. APPROVE THE REMUNERATION REPORT INCLUDED IN THE Management For ANNUAL REPORT AND THE ACCOUNTS FOR THE YE 31 MAR 2004 3. ELECT MR. VICKY BAILEY AS A DIRECTOR Management For 4. ELECT MR. PHILIP CARROLL AS A DIRECTOR Management For 5. ELECT MR. JUDI JOHANSEN AS A DIRECTOR Management For 6. ELECT MR. SIMON LOWTH AS A DIRECTOR Management For 7. ELECT MR. NANCY WILGENBUSCH AS A DIRECTOR Management For 8. RE-ELECT MR. EUAN BAIRD AS A DIRECTOR Management For 9. RE-ELECT MR. IAN RUSSELL AS A DIRECTOR Management For 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For COMPANY S AUDITORS UNTIL THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION OF THE AUDITORS 11. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management For POLITICAL ORGANIZATIONS AND TO I NCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL DURING THE PE RIOD ENDING ON 23 JUL 2005 OR, IF EARLIER, ON THE DATE OF THE COMPANY S AGM IN 2005 S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR CASH RELYING ON THE AUT HORITY GIVEN BY SHAREHOLDERS ON 28 JUL 2000, DISAPPLYING THE STATUTORY PRE-EMP TION RIGHTS SECTION 89(1) OF THE ACT , PROVIDED THAT THIS POWER IS LIMITED: A ) TO THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE OR O THER OFFER OR INVITATION IN FAVOR OF THE HOLDERS OF ORDINARY SHARES; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 46,499,936; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 23 JUL 2005 ; AND THE COMP ANY MAY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURIT IES TO BE ALLOTTED AFTER THE POWER CONFERRED BY THIS RESOLUTION ENDS AND THE D IRECTORS MAY ALLOT EQUITY SECURITIES UNDER SUCH AN OFFER OR AGREEMENT AS IF TH IS POWER HAD NOT ENDED S.13 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 185,999,745 ORDINARY SHARES OF 50P EACH, AT A MINIMUM PR ICE OF 50P AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 23 JUL 2005 ; THE COMPANY MAY MAKE A CONTRACT BEFORE TH E AUTHORITY ENDS TO PURCHASE ORDINARY SHARES WHERE THE PURCHASE WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THE AUTHORITY ENDS S.14 AMEND THE ARTICLES OF ASSOCIATION, BY DELETING Management For THE DEFINITIONS OF CREST MEMBE R , SCOTTISHPOWER UK , SPECIAL SHARE AND SPECIAL SHAREHOLDER IN ARTICLE 2 ; BY DELETING THE WORDS IN ARTICLE 51.(A) AND REPLACING WITH NEW WORD; BY DELE TING ARTICLE 7; BY DELETING THE LAST SENTENCE OF ARTICLE 8.(B); BY DELETING AR TICLE 51; BY THE ADDITION OF FEW WORDS AS THE SECOND SENTENCE OF ARTICLE 81.(D ); BY REPLACING THE WORDS IN BRACKETS IN THE FIRST SENTENCE OF ARTICLE 139.(C) ; BY ADDING WORDS IN THE SECOND SENTENCE OF ARTICLE 139.(C); BY DELETING THE W ORD IN THE FINAL SENTENCE OF ARTICLE 139.(C); AND BY DELETING SOME WORDS, TOGE THER WITH THE CORRESPONDING ARTICLE REFERENCE IN EACH CASE, IN THE INDEX - ------------------------------------------------------------------------------------------------------------------------------------ EXEL PLC EGM Meeting Date: 07/26/2004 Issuer: G3242Y100 ISIN: GB0004486881 SEDOL: 0448688, 4225456 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT, THE PROPOSED ACQUISITION BY THE Management For COMPANY OF ALL OR ANY PART OF TH E ISSUED OR TO BE ISSUED ORDINARY SHARE CAPITAL OF TIBBETT & BRITTEN GROUP PLC ON SUCH TERMS AND CONDITIONS AS THE BOARD OF DIRECTORS OF THE COMPANY SHALL A PPROVE OR SHALL HAVE APPROVED; AND THE OFFER FOR ORDINARY SHARES IN TIBBETT & BRITTEN, AS DESCRIBED IN THE OFFER DOCUMENT DATED 22 JUN 2004 FROM UBS LIMITED ON BEHALF OF THE COMPANY AND ADDRESSED TO, INTER ALIA, THE ORDINARY SHAREHOLD ERS OF TIBBETT & BRITTEN (INCLUDING ANY REVISION, EXTENSION OR OTHER AMENDMENT S THEREOF OR ADDITIONS THERETO AND ANY OTHER OFFER OR OFFERS MADE BY OR ON BEH ALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH A VIEW TO THE COMPANY AND/O R ITS SUBSIDIARIES ACQUIRING THE WHOLE OF THE ISSUED AND TO BE ISSUED SHARES I N ANY CLASS OR CLASSES OR SHARES IN THE CAPITAL OF TIBBETT & BRITTEN) (THE OF FER ); AND ANY AND ALL ARRANGEMENTS OR AGREEMENTS MADE OR ENTERED INTO, OR WHI CH MAY IN THE FUTURE BE MADE OR ENTERED INTO, BY THE COMPANY OR ANY OF ITS SUB SIDIARIES OR PERSONS ACTING IN CONCERT WITH THE COMPANY, IN CONNECTION WITH TH E ACQUISITION OR CANCELLATION, IN EACH CASE RELATING TO OR IN CONNECTION OF AD MISSION OF THE ORDINARY SHARES OF TIBBETT & BRITTEN OR THE CANCELLATION OF ADM ISSION OF THE ORDINARY SHARES OF TIBBETT & BRITTEN ON THE LONDON STOCK EXCHANG E ON TERMS AND CONDITIONS APPROVE BY THE BOARD, BE AND ARE HEREBY APPROVED AND THE BOARD BE AND IS HEREBY AUTHORIZED TO REVISE, VARY, AMEND (PROVIDED SUCH R EVISIONS, VARIATIONS OR AMENDMENTS ARE NOT OF A MATERIAL NATURE), WAIVE OR EXT END THE OFFER OR ANY OF THE TERMS OR CONDITIONS THEREOF AND TO DO OR PROCURE T HE DOING OF SUCH OTHER THINGS AND TO EXECUTE ANY AGREEMENT AND MAKE ANY ARRANG EMENTS AS THE BOARD MAY CONSIDER NECESSARY OR DESIRABLE IN CONNECTION WITH THE ACQUISITION OF SHARES IN TIBBETT & BRITTEN OR THE OFFER - ------------------------------------------------------------------------------------------------------------------------------------ NATIONAL GRID TRANSCO PLC AGM Meeting Date: 07/26/2004 Issuer: G6375K102 ISIN: GB0031223877 SEDOL: 3122387 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For 31 MAR 2004 AND THE AUDITORS R EPORT ON THE ACCOUNTS 2. DECLARE A FINAL DIVIDEND OF 11.87 PENCE PER ORDINARY Management For SHARE USD 1.0500 PER AME RICAN DEPOSITARY SHARE FOR THE YE 31 MAR 2004 3. RE-APPOINT MR. MIKE JESARIA AS A DIRECTOR Management For 4. RE-APPOINT MR. MARIA RICHTER AS A DIRECTOR Management For 5. RE-APPOINT MR. JAMES ROSS AS A DIRECTOR Management For 6. RE-APPOINT MR. JOHN GRANT AS A DIRECTOR Management For 7. RE-APPOINT MR. EDWARD ASTLE AS A DIRECTOR Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For COMPANY AUDITOR AND AUTHORIZE THE DIRECTORS TO SET THEIR REMUNERATION 9. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO THE SECTION 80 OF THE COMPANIES ACT 1985 ACT , TO ALLOT RELEVANT SECURI TIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 102,929,251; AU THORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS IN SUBSTITUTION FOR ANY Management For EXISTING AUTHORITY, AND PURSUA NT TO SECTION 95 OF THE ACT TO ALLOT EQUITY SECURITIES SECTION 94(2) FOR CAS H PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10 AND/OR TO SELL THE EQUI TY SECURITIES HELD AS TREASURY SHARES FOR CASH PURSUANT TO THE SECTION 162D OF THE ACT, IN EACH CASE AS IF SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMI TED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSU E IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF G BP 15,439,387; AUTHORITY EXPIRES ON 25 JUL 2009 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE ACT O F UP TO 308,787,755 ORDINARY SHARES OF 10 PENCE EACH, AT A MINIMUM PRICE OF 10 PENCE AND NOT MORE THAN 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE P REVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CLOSE OF THE NE XT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For 14. APPROVE THE REDEMPTION OF THE SPECIAL RIGHTS Management For NON-VOTING REDEEMABLE PREFERENCE SHARE OF GBP 1 IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BE CANCELLED AND THE AMOUNT OF THE COMPANY S AUTHORIZED CAPITAL BE DIMINISHED ACCORDINGLY - ------------------------------------------------------------------------------------------------------------------------------------ WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM Meeting Date: 07/26/2004 Issuer: G94697102 ISIN: IE0009420385 SEDOL: 0942038, 4942636, 5938195 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SALE OF ALL.CLAD Management For 2. APPROVE THE INCREASE IN THE AUTHORIZED SHARE Management For CAPITAL OF THE COMPANY 3. AMEND THE ARTICLES FOR THE PURPOSE OF AUTHORIZING Management For THE DIRECTORS TO ALLOT RELEV ANT SECURITIES UP TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE COMPANY S.4 AUTHORIZE THE DIRECTOR TO ALLOT EQUITY SECURITIES Management For IN CERTAIN CIRCUMSTANCES - ------------------------------------------------------------------------------------------------------------------------------------ BAA PLC AGM Meeting Date: 07/27/2004 Issuer: G12924109 ISIN: GB0000673409 SEDOL: 0067340, 2127071, 5585814, 6081270 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For AUDITORS AND THE ACCOUNTS FOR THE YE 31 MAR 2004 2. APPROVE THE REPORT ON DIRECTORS REMUNERATION Management For FOR THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND OF 13.4 PENCE PER ORDINARY Management For SHARE OF THE COMPANY 4. RE-APPOINT MR. TONY BALL AS A NON-EXECUTIVE DIRECTOR Management For 5. RE-APPOINT MR. ROBERT WALKER AS A NON-EXECUTIVE Management For DIRECTOR 6. RE-APPOINT MR. MIKE CLASPER AS AN EXECUTIVE DIRECTOR Management For 7. RE-APPOINT MR. MARGRET EWING AS AN EXECUTIVE DIRECTOR Management For 8. RE-APPOINT MR. MIKE TOMS AS AN EXECUTIVE DIRECTOR Management For 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For OF THE COMPANY 10. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 11. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT SHARES FOR CASH 12. APPROVE TO CANCEL THE SPECIAL SHARE AND AUTHORIZE Management For TO REDUCE THE SHARE CAPITAL ACCORDINGLY 13. AMEND THE ARTICLES OF ASSOCIATION TO REFLECT Management For THE CANCELLATION OF THE SPECIAL S HARE 14. APPROVE TO ESTABLISH A NEW BAA PERFORMANCE SHARE Management For PLAN 15. AUTHORIZE THE COMPANY TO MAKE POLITICAL DONATIONS Management Against OF UP TO GBP 1.25 MILLION DU RING THE YEAR UNTIL THE AGM 2005 - ------------------------------------------------------------------------------------------------------------------------------------ SEVERN TRENT PLC AGM Meeting Date: 07/27/2004 Issuer: G8056D142 ISIN: GB0000546324 SEDOL: 0054632, 0798510 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For ACCOUNTS FOR THE YE 31 MAR 2004 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For MAR 2004 3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For 31 MAR 2004 OF 29.27 PENCE NET FOR EACH ORDINARY SHARE OF 65 5/19 PENCE 4. RE-APPOINT MR. J. K. BANYARD AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTA TION 5. RE-APPOINT MR. B. DUCKWORTH AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTAT ION 6. RE-APPOINT DR. J.D.G. MCADAM AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTA TION 7. RE-APPOINT MR. F.A. OSBORN AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATI ON 8. RE-APPOINT MR. M.J. HOUSTON AS A DIRECTOR OF Management For THE COMPANY 9. RE-APPOINT MR. C.S. MATTHEWS AS A DIRECTOR OF Management For THE COMPANY 10. RE-APPOINT MR. J.B. SMITH AS A DIRECTOR OF THE Management For COMPANY 11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND THAT THEIR REMUNERATION BE DETERMINED BY THE DIRECTORS 12. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For SECTION 80 OF THE COMPAN IES ACT 1985 UP TO A MAXIMUM AMOUNT OF GBP 74,327,058; AUTHORITY EXPIRES THE EARLIER ON THE DATE OF THE NEXT AGM IN 2009 OR ON 26 JUL 2009 S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 12 OF THE AGM DA TED 07 JUN 2004, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO RESOLUTION 12 OR BY THE WAY OF A SALE OF TREASURY SHARES, DISAPPLYING THE STAT UTORY PRE-EMPTION RIGHTS SECTION 89 , UP TO A MAXIMUM AMOUNT OF GBP 11,261,67 5 OTHER THAN IN CONNECTION WITH A RIGHTS ISSUE ; AUTHORITY EXPIRES THE EARLI ER ON THE DATE OF THE NEXT AGM IN 2005 OR 26 OCT 2005 S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 AS AMENDED OF UP TO 34,511,587 ORDINARY SHARES OF 65 5/19 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 65 5/19 PENCE FOR EA CH ORDINARY SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET PRICE OF THE O RDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVE R THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI ON OF THE AGM OF THE COMPANY IN 2005 OR 26 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.15 AMEND ARTICLES 46,52,68,73,76,80,83,84,86,96,102,127,135,136 Management For AND 152 OF THE AR TICLES OF ASSOCIATION OF THE COMPANY HIGHLIGHTED IN THE REVISED PRINT OF THE A RTICLES OF ASSOCIATION 16. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For XA OF THE COMPANIES ACT 1985 AS AMENDED , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU P OLITICAL EXPENDITURE AS SUCH TERMS ARE DEFINED IN SECTION 347A OF THAT ACT N OT EXCEEDING GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF TH E COMPANY IN 2005 ; AND THE COMPANY MAY ENTER INTO A CONTRACT OR UNDERTAKING U NDER THIS AUTHORITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY BE PERFORMED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATIONS TO EU POLI TICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE OF SUCH CO NTRACTS OR UNDERTAKING 17. AUTHORIZE THE COMPANY S SUBSIDIARY, SEVERN TRENT Management For WATER LIMITED, FOR THE PURPOS ES OF PART XA OF THE COMPANIES ACT 1985 AS AMENDED , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE AS SUCH TERMS AR E DEFINED IN SECTION 347A OF THAT ACT NOT EXCEEDING UP GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; AND THE SEVERN TRENT WATER LIMITED MAY ENTER INTO A CONTRACT OR UNDERTAKING UNDER THIS AUTHOR ITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY BE PERFORMED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATIONS TO EU POLITICAL ORGANIZATI ONS AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE OF SUCH CONTRACT OR UNDERT AKING 18. AUTHORIZE THE COMPANY S SUBSIDIARY, BIFFA WASTE Management For SERVICES LIMITED, FOR THE PURP OSES OF PART XA OF THE COMPANIES ACT 1985 AS AMENDED , TO MAKE DONATIONS TO E U POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; AND THE BIFFA WASTE SERVICES LIMITED MAY ENTER INTO A CONTRACT OR UNDER TAKING UNDER THIS AUTHORITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY BE PERFORMED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE OF SUCH CONTRACT OR UNDERTAKING 19. AUTHORIZE THE COMPANY S SUBSIDIARY, BIFFA TREATMENT Management For NV, FOR THE PURPOSES OF PA RT XA OF THE COMPANIES ACT 1985 AS AMENDED , TO MAKE DONATIONS TO EU POLITICA L ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; AND THE BIFFA TREATMENT NV MAY ENTER INTO A CONTRACT OR UNDERTAKING UNDER THIS AUT HORITY PRIOR TO ITS EXPIRY, WHICH CONTRACT OR UNDERTAKING MAY BE PERFORMED WHO LLY OR PARTLY AFTER SUCH EXPIRY AND MAY MAKE DONATIONS TO EU POLITICAL ORGANIZ ATIONS AND INCUR EU POLITICAL EXPENDITURE IN PURSUANCE OF SUCH CONTRACT OR UND ERTAKING - ------------------------------------------------------------------------------------------------------------------------------------ VODAFONE GROUP PLC AGM Meeting Date: 07/27/2004 Issuer: G93882101 ISIN: GB0007192106 SEDOL: 0719210, 2615101, 5476190 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. FINANCIAL STATEMENTS - RECEIVE THE FINANCIAL Management For STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED ON 31 MAR 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. REMUNERATION REPORT - IN ACCORDANCE WITH THE Management For DIRECTORS REMUNERATION REPORT RE GULATIONS 2002, THE BOARD SUBMITS THE REMUNERATION REPORT TO A VOTE OF SHAREHO LDERS. IN ACCORDANCE WITH THE REGULATIONS, THE APPROVAL OF THE REMUNERATION RE PORT IS PROPOSED AS AN ORDINARY RESOLUTION. IN 2003, THE RESOLUTION TO APPROVE THE REMUNERATION REPORT WAS PASSED BY A SIGNIFICANT MAJORITY. THE CURRENT REM UNERATION POLICY WAS PRODUCED FOLLOWING EXTENSIVE CONSULTATION WITH SHAREHOLDE RS AND INSTITUTIONAL BODIES IN 2001 AND 2002. IN THE TWO YEARS SINCE THE POLIC Y WAS INTRODUCED, THE CHAIRMAN AND THE CHAIRMAN OF THE REMUNERATION COMMITTEE HAVE MAINTAINED PROACTIVE ANNUAL DIALOGUE ON REMUNERATION MATTERS WITH THE COM PANY S MAJOR SHAREHOLDERS AND RELEVANT INSTITUTIONS. THE OBJECTIVE OF THIS DIA LOGUE IS TO PROVIDE INFORMATION ABOUT THE COMPANY AND OUR VIEWS ON REMUNERATIO N ISSUES AND TO LISTEN TO SHAREHOLDERS VIEWS ON ANY PROPOSED ADJUSTMENTS TO P OLICY IMPLEMENTATION; THE REMUNERATION COMMITTEE STRIVES TO ENSURE THAT THE PO LICY PROVIDES A STRONG AND DEMONSTRABLE LINK BETWEEN INCENTIVES AND THE COMPAN Y S STRATEGY AND SETS A FRAMEWORK FOR REMUNERATION THAT IS CONSISTENT WITH THE COMPANY S SCALE AND SCOPE. AS A RESULT OF THIS YEAR S REVIEW, THE REMUNERATIO N COMMITTEE HAS CONCLUDED THAT THE EXISTING POLICY CONTINUES TO SERVE THE COMP ANY AND SHAREHOLDERS WELL AND WILL REMAIN IN PLACE FOR THE YEAR ENDING 31 MAR 2005. THE COMMITTEE HAS ALSO REVIEWED THE EFFECTIVENESS OF THE CURRENT POLICY AND IS SATISFIED THAT THE INCENTIVE PLANS HAVE DELIVERED, OR ARE FORECAST TO D ELIVER, REWARDS THAT ARE CONSISTENT WITH THE COMPANY S PERFORMANCE ACHIEVEMENT 3. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For THE COMPANY S ARTICLES OF ASSOCIA TION, PETER BAMFORD, AN EXECUTIVE DIRECTOR, IS REQUIRED TO RETIRE, WHICH HE DO ES, AND, PURSUANT TO RESOLUTION 3, OFFERS HIMSELF FOR RE-ELECTION 4. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For THE COMPANY S ARTICLES OF ASSOCIA TION, JULIAN HORN-SMITH, AN EXECUTIVE DIRECTOR, IS REQUIRED TO RETIRE, WHICH H E DOES, AND, PURSUANT TO RESOLUTION 4, OFFERS HIMSELF FOR RE-ELECTION 5. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For THE COMPANY S ARTICLES OF ASSOCIA TION, SIR DAVID SCHOLEY, A NON-EXECUTIVE DIRECTOR, IS REQUIRED TO RETIRE, WHIC H HE DOES, AND, PURSUANT TO RESOLUTION 5, OFFERS HIMSELF FOR RE-ELECTION 6. ELECTION OF DIRECTOR - IN ACCORDANCE WITH THE Management For COMPANY S ARTICLES OF ASSOCIATIO N ONE OF THE COMPANY S NON-EXECUTIVE DIRECTORS, LUC VANDEVELDE, HAVING BEEN AP POINTED AS A DIRECTOR DURING THE YEAR, IS REQUIRED TO RETIRE, WHICH HE DOES, A ND, PURSUANT TO RESOLUTION 6, OFFERS HIMSELF FOR ELECTION 7. 7. FINAL DIVIDEND - THIS RESOLUTION SEEKS SHAREHOLDER Management For APPROVAL TO THE FINAL OR DINARY DIVIDEND RECOMMENDED BY THE DIRECTORS. THE DIRECTORS ARE PROPOSING A FI NAL DIVIDEND OF 1.0780 PENCE PER ORDINARY SHARE. AN INTERIM DIVIDEND OF 0.9535 PENCE PER ORDINARY SHARE WAS PAID ON 6 FEB 2004, MAKING A TOTAL DIVIDEND FOR THE YEAR OF 2.0315 PENCE PER ORDINARY SHARE. IF APPROVED, THE DIVIDEND WILL BE PAID ON 6 AUG 2004 TO SHAREHOLDERS ON THE ORDINARY REGISTER AS OF 4 JUN 2004 8. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF THE NEXT SUC H MEETING. RESOLUTION 8, WHICH IS RECOMMENDED BY THE AUDIT COMMITTEE, PROPOSES THE RE-APPOINTMENT OF THE COMPANY S EXISTING AUDITORS, DELOITTE & TOUCHE LLP 9. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF THE NEXT SUC H MEETING. RESOLUTION 9 FOLLOWS BEST PRACTICE IN CORPORATE GOVERNANCE BY SEPAR ATELY SEEKING AUTHORITY FOR THE AUDIT COMMITTEE TO DETERMINE THEIR REMUNERATIO N 10. POLITICAL DONATIONS - THIS RESOLUTION SEEKS AUTHORITY Management For FROM SHAREHOLDERS TO ENA BLE THE COMPANY TO MAKE DONATIONS OR INCUR EXPENDITURE WHICH IT WOULD OTHERWIS E BE PROHIBITED FROM MAKING OR INCURRING FOLLOWING THE COMING INTO EFFECT OF T HE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 (THE ACT ). AMONGST OTHER THINGS, THE ACT PROHIBITS THE COMPANY FROM MAKING DONATIONS TO EU POLITI CAL ORGANIZATIONS IN THE PERIOD OF 12 MONTHS FOLLOWING THE COMPANY S ANNUAL GE NERAL MEETING (AND EACH SUCCEEDING 12 MONTH PERIOD) IN EXCESS OF AN AGGREGATE OF GBP 5,000 UNLESS THE COMPANY HAS BEEN AUTHORIZED TO MAKE SUCH DONATIONS BY ITS SHAREHOLDERS. THE COMPANY HAS NO INTENTION OF CHANGING ITS CURRENT PRACTIC E OF NOT MAKING POLITICAL DONATIONS AND WILL NOT DO SO WITHOUT THE SPECIFIC EN DORSEMENT OF SHAREHOLDERS. HOWEVER, THE ACT DEFINES EU POLITICAL ORGANIZATIONS WIDELY TO INCLUDE, AMONGST OTHER THINGS, ORGANIZATIONS WHICH CARRY ON ACTIVIT IES WHICH ARE CAPABLE OF BEING REASONABLY REGARDED AS INTENDED TO AFFECT PUBLI C SUPPORT FOR A POLITICAL PARTY IN ANY EU MEMBER STATE OR TO INFLUENCE VOTERS IN RELATION TO ANY REFERENDUM IN ANY EU MEMBER STATE. AS A RESULT, IT IS POSSI BLE THAT EU POLITICAL ORGANIZATIONS MAY INCLUDE, FOR EXAMPLE, BODIES CONCERNED WITH POLICY REVIEW AND LAW REFORM, WITH THE REPRESENTATION OF THE BUSINESS CO MMUNITY OR SECTIONS OF IT OR WITH THE REPRESENTATION OF OTHER COMMUNITIES OR S PECIAL INTEREST GROUPS WHICH IT MAY BE IN THE GROUP S INTEREST TO SUPPORT. THE ACT REQUIRES THAT THIS AUTHORIZING RESOLUTION SHOULD NOT PURPORT TO AUTHORIZE PARTICULAR DONATIONS OR EXPENDITURE. HOWEVER, THE ACT ALSO REQUIRES DISCLOSUR E IN THE ANNUAL REPORT OF THE COMPANY OF PARTICULARS IN RESPECT OF ANY DONATIO N MADE TO AN EU POLITICAL ORGANIZATION OR ANY EU POLITICAL EXPENDITURE INCURRE D WHICH IS IN EXCESS OF GBP 200 AND IF ANY SUCH DONATION IS MADE OR EXPENDITUR E INCURRED THIS WILL BE DISCLOSED IN THE COMPANY S ANNUAL REPORT FOR NEXT YEAR AND, AS APPROPRIATE, SUCCEEDING YEARS. THE COMPANY CONSIDERS THAT THE AUTHORI TY SOUGHT UNDER RESOLUTION 10 TO ALLOW IT OR ITS SUBSIDIARIES TO INCUR THIS TY PE OF EXPENDITURE UP TO AN AGGREGATE LIMIT OF GBP 100,000 IS NECESSARY, PRINCI PALLY TO ENSURE THAT, BECAUSE OF THE UNCERTAINTY OVER WHICH BODIES ARE COVERED BY THE DEFINITION OF EU POLITICAL ORGANIZATION, THE COMPANY DOES NOT UNINTENT IONALLY BREACH THE ACT. NO DONATIONS OR EXPENDITURE OF THE TYPE REQUIRING DISC LOSURE UNDER THE ACT WERE MADE IN THE YEAR ENDED 31 MAR 2004 NOR ARE ANY CONTE MPLATED BUT, ON A PRECAUTIONARY BASIS, THE DIRECTORS BELIEVE IT IS APPROPRIATE TO REQUEST THE AUTHORITY SOUGHT 11. AUTHORITY TO ALLOT SHARES - UNDER SECTION 80 Management For OF THE COMPANIES ACT 1985, DIRECT ORS ARE, WITH CERTAIN EXCEPTIONS, UNABLE TO ALLOT RELEVANT SECURITIES WITHOUT THE AUTHORITY OF THE SHAREHOLDERS IN A GENERAL MEETING. RELEVANT SECURITIES AS DEFINED IN THE COMPANIES ACT 1985 INCLUDE THE COMPANY S ORDINARY SHARES OR SE CURITIES CONVERTIBLE INTO THE COMPANY S ORDINARY SHARES. THIS RESOLUTION AUTHO RIZES THE DIRECTORS TO ALLOT UP TO 9,000,000,000 ORDINARY SHARES FOR THE PERIO D ENDING ON THE EARLIER OF 27 OCT 2005 OR THE COMPANY S ANNUAL GENERAL MEETING IN 2005. THE AUTHORITY REPRESENTS APPROXIMATELY 13.2% OF THE SHARE CAPITAL IN ISSUE AT 24 MAY 2004. THIS PERCENTAGE EXCLUDES 800,000,000 ORDINARY SHARES HE LD IN TREASURY AT THAT DATE, WHICH REPRESENTED 1.2% OF THE SHARE CAPITAL IN IS SUE AT 24 MAY 2004. THIS AUTHORITY COMPLIES WITH GUIDELINES ISSUED BY INVESTOR BODIES. THE DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE USE OF THIS AUTHORITY, OTHER THAN TO FULFILL THE COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE AND EMPLOY EE SHARE PLANS S.12 DISAPPLICATION OF PRE-EMPTION RIGHTS - SECTION Management For 89 OF THE COMPANIES ACT 1985 IM POSES RESTRICTIONS ON THE ISSUE OF EQUITY SECURITIES (AS DEFINED IN THE COMPAN IES ACT 1985, WHICH INCLUDE THE COMPANY S ORDINARY SHARES) WHICH ARE, OR ARE T O BE, PAID UP WHOLLY IN CASH AND NOT FIRST OFFERED TO EXISTING SHAREHOLDERS. T HE COMPANY S ARTICLES OF ASSOCIATION ALLOW SHAREHOLDERS TO AUTHORIZE DIRECTORS FOR A PERIOD UP TO FIVE YEARS TO ALLOT (A) RELEVANT SECURITIES GENERALLY UP T O AN AMOUNT FIXED BY THE SHAREHOLDERS AND (B) EQUITY SECURITIES FOR CASH OTHER THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO AN AMOUNT SPECIFIED BY THE SHARE HOLDERS AND FREE OF THE RESTRICTION IN SECTION 89. IN ACCORDANCE WITH INSTITUT IONAL INVESTOR GUIDELINES THE AMOUNT OF EQUITY SECURITIES TO BE ISSUED FOR CAS H OTHER THAN IN CONNECTION WITH A RIGHTS ISSUE IS RESTRICTED TO 5% OF THE EXIS TING ISSUED ORDINARY SHARE CAPITAL. RESOLUTION 12 IS CONDITIONAL ON RESOLUTION 11 HAVING BEEN PASSED AND WILL BE PROPOSED AS A SPECIAL RESOLUTION. IT AUTHOR IZES THE DIRECTORS TO ALLOT UP TO 3,300,000,000 ORDINARY SHARES FOR CASH WITHO UT FIRST BEING REQUIRED TO OFFER THEM TO EXISTING SHAREHOLDERS FOR THE PERIOD ENDING ON THE EARLIER OF 27 OCT 2005 OR THE COMPANY S ANNUAL GENERAL MEETING I N 2005. THE AUTHORITY REPRESENTS APPROXIMATELY 4.83% OF THE SHARE CAPITAL IN I SSUE AT 24 MAY 2004 AND COMPLIES WITH GUIDELINES ISSUED BY INVESTOR BODIES. TH E DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE USE OF THIS AUTHORITY, OTHER THAN TO FULFILL THE COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE AND EMPLOYEE SHARE PL ANS S.13 APPROVAL OF MARKET PURCHASES OF ORDINARY SHARES Management For - IN CERTAIN CIRCUMSTANCES IT MAY BE ADVANTAGEOUS FOR THE COMPANY TO PURCHASE ITS OWN SHARES. RESOLUTION 13, WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION, APPROVES THE PURCHASE BY THE COMPANY OF UP TO 6,600,000,000 ORDINARY SHARES AT A PRICE NOT EXCEEDING 105% O F THE AVERAGE MIDDLE MARKET CLOSING PRICE OF SUCH SHARES ON THE FIVE DEALING D AYS PRIOR TO THE DATE OF PURCHASE. SIMILAR RESOLUTIONS HAVE BEEN APPROVED BY S HAREHOLDERS AT PREVIOUS ANNUAL GENERAL MEETINGS OF THE COMPANY. THE DIRECTORS WILL USE THIS AUTHORITY ONLY AFTER CAREFUL CONSIDERATION, TAKING INTO ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME, OTHER INVESTMENT OPPORTUNITIES, APPR OPRIATE GEARING LEVELS AND THE OVERALL POSITION OF THE COMPANY. THE DIRECTORS WILL ONLY PURCHASE SUCH SHARES AFTER TAKING INTO ACCOUNT THE EFFECTS ON EARNIN GS PER SHARE AND THE BENEFIT FOR SHAREHOLDERS. RESOLUTION 13 SPECIFIES THE MAX IMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED AND THE MAXIMUM AND MINIMUM PRICES AT WHICH THEY MAY BE BOUGHT. THE DIRECTORS INTEND TO SEEK THE RENEWAL OF THES E POWERS AT SUBSEQUENT ANNUAL GENERAL MEETINGS. THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388. THIS REPRE SENTS 1.98% OF THE ISSUED CAPITAL AT THAT DATE. IF THE COMPANY WAS TO BUY BACK THE MAXIMUM NUMBER OF SHARES PERMITTED PURSUANT TO THIS RESOLUTION, THEN THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY 2004 WOU LD REPRESENT 2.2% OF THE REDUCED ISSUED SHARE CAPITAL. THE COMPANIES (ACQUISIT ION OF OWN SHARES) (TREASURY SHARES) REGULATIONS 2003 (THE REGULATIONS ) CAME INTO FORCE ON 1 DEC 2003. THE REGULATIONS ALLOW COMPANIES TO HOLD SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE IN TREASURY RATHER THAN HAVING TO CANCEL T HEM. NO DIVIDENDS ARE PAID ON SHARES WHILE HELD IN TREASURY AND NO VOTING RIGH TS ATTACH TO TREASURY SHARES. WHILST IN TREASURY, THE SHARES ARE TREATED AS IF CANCELLED. ON 18 NOV 2003, THE COMPANY ANNOUNCED ITS INTENTION TO IMPLEMENT A SHARE PURCHASE PROGRAMME AND THE DIRECTORS ALLOCATED GBP 2.5 BILLION TO THE P ROGRAMME. ON VARIOUS DATES BEGINNING ON 1 DEC 2003, THE COMPANY HAS MADE MARKE T PURCHASES OF ITS ORDINARY SHARES IN ACCORDANCE WITH THE APPROVAL GIVEN BY SH AREHOLDERS AT THE ANNUAL GENERAL MEETING ON 30 JUL 2003. AS AT 31 MAR 2004, GB P 1.1 BILLION OF ORDINARY SHARES HAD BEEN PURCHASED IN THIS WAY AND HELD IN TR EASURY. S.14 APPROVAL OF CONTINGENT PURCHASE CONTRACTS AND Management For OFF-MARKET PURCHASES BY THE COMP ANY OF ORDINARY SHARES - UNDER THE RULES OF THE UK LISTING AUTHORITY (THE LIST ING RULES) THE COMPANY MAY NOT PURCHASE ITS SHARES AT A TIME WHEN ANY DIRECTOR IS IN RECEIPT OF UNPUBLISHED PRICE SENSITIVE INFORMATION ABOUT THE COMPANY. A CCORDINGLY, NO PURCHASES OF SHARES WERE MADE IN THE PERIOD FROM 1 APR 2004 UP TO THE ANNOUNCEMENT OF THE FULL YEAR RESULTS ON 25 MAY 2004 OR AT CERTAIN OTHE R TIMES WHEN THE DIRECTORS MIGHT HAVE BEEN IN RECEIPT OF UNPUBLISHED PRICE SEN SITIVE INFORMATION. THIS INEVITABLY REDUCED THE NUMBER OF SHARES THE COMPANY W AS ABLE TO PURCHASE UNDER THE SHARE PURCHASE PROGRAMME. IN ORDER TO ENSURE MAX IMUM FLEXIBILITY TO UTILIZE THE INCREASED SHARE PURCHASE PROGRAMME THE COMPANY HAS CONSIDERED A NUMBER OF METHODS TO ALLOW IT TO BUY SHARES FROM 1 OCT 2004 TO THE ANNOUNCEMENT OF ITS INTERIM RESULTS AND FROM 1 APR 2005 TO THE ANNOUNCE MENT OF ITS FULL YEAR RESULTS (THE CLOSE PERIODS). ONE METHOD IS FOR THE COMPA NY TO SELL PUT OPTIONS (A CONTRACT WHICH GIVES ONE PARTY THE OPTION TO REQUIRE THE OTHER TO PURCHASE SHARES AT A PREDETERMINED PRICE ON A SET DATE IN THE FU TURE) PRIOR TO CLOSE PERIODS, WITH THE EXERCISE DATES FOR SUCH PUT OPTIONS FAL LING IN THE NEXT CLOSE PERIOD (THE PUT OPTIONS). THIS WOULD EFFECTIVELY ALLOW THE COMPANY TO PURCHASE SHARES, PROVIDED THE PUT OPTIONS WERE EXERCISED, WITHO UT BREACHING THE LISTING RULES. ANOTHER METHOD TO PURCHASE SHARES, WHICH DOES NOT REQUIRE SHAREHOLDER APPROVAL, WOULD BE TO PLACE IRREVOCABLE MARKET ORDERS WITH COUNTERPARTIES PRIOR TO THE CLOSE PERIOD. UNDER THE PROVISIONS OF SECTIO NS 164 AND 165 OF THE COMPANIES ACT 1985, THE PUT OPTIONS ARE CONTINGENT PURCH ASE CONTRACTS AND OFF-MARKET PURCHASES BY THE COMPANY AND ACCORDINGLY RESOLUTI ON 14, WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION, SEEKS SHAREHOLDER APPRO VAL TO THE TERMS OF THE CONTRACTS (THE CONTINGENT PURCHASE CONTRACTS) TO BE EN TERED INTO BETWEEN THE COMPANY AND EACH OF BARCLAYS BANK PLC, CALYON, CITIGROU P GLOBAL MARKETS U.K. EQUITY LIMITED, COMMERZBANK AG, DEUTSCHE BANK AG LONDON BRANCH, J.P. MORGAN SECURITIES LTD., LEHMAN BROTHERS INTERNATIONAL (EUROPE), T HE TORONTO-DOMINION BANK LONDON BRANCH AND UBS AG (EACH A BANK), DRAFTS OF WHI CH WILL BE PRODUCED TO THE AGM.* EACH CONTINGENT PURCHASE CONTRACT WILL CONSIS T OF THREE DOCUMENTS: A STANDARD ISDA MASTER AGREEMENT AND SCHEDULE PLUS A FOR M OF CONFIRMATION.* EACH CONTINGENT PURCHASE CONTRACT WILL GIVE THE BANK THE R IGHT, BUT NOT THE OBLIGATION, TO REQUIRE THE COMPANY TO PURCHASE UP TO A MAXIM UM OF 25 MILLION OF THE COMPANY S ORDINARY SHARES.* EACH CONTINGENT PURCHASE C ONTRACT WILL BE ENTERED INTO OUTSIDE A CLOSE PERIOD BUT BE EXERCISABLE DURING THE NEXT CLOSE PERIOD BY THE BANK. ACCORDINGLY, THE MINIMUM AND MAXIMUM AMOUNT OF TIME BETWEEN A CONTINGENT PURCHASE CONTRACT BEING ENTERED INTO AND THE PUT OPTION POTENTIALLY BEING EXERCISED IS 1 DAY AND 5 MONTHS RESPECTIVELY.* SHOUL D SHAREHOLDER APPROVAL BE GRANTED, ANY NUMBER OF CONTINGENT PURCHASE CONTRACTS MAY BE ENTERED INTO WITH EACH BANK AT ANY TIME, PROVIDED THAT: - THE TOTAL MA XIMUM NUMBER OF SHARES WHICH THE COMPANY CAN BE OBLIGED TO PURCHASE PURSUANT T O ALL THE CONTINGENT PURCHASE AGREEMENTS IS 660 MILLION; - THE TOTAL COST OF T HE SHARES THAT THE COMPANY PURCHASES DOES NOT EXCEED GBP 750 MILLION (INCLUDIN G COSTS BUT AFTER DEDUCTING PREMIA RECEIVED); - THE MAXIMUM PRICE (EXCLUDING E XPENSES) THAT CAN BE PAID FOR ANY SHARE IS AN AMOUNT EQUAL TO 105% OF THE AVER AGE MIDDLE MARKET CLOSING PRICE OF THE COMPANY S SHARES AS DERIVED FROM THE OF FICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE DAYS IMMEDIATELY PRECEDI NG THE DAY ON WHICH THE CONTINGENT PURCHASE CONTRACT WAS ENTERED INTO AND WILL BE LESS THAN THE MIDDLE MARKET SHARE PRICE AT THE TIME THE CONTINGENT PURCHAS E CONTRACT WAS ENTERED INTO; - THE MINIMUM PRICE THAT CAN BE PAID FOR ANY SHAR E IS USD 0.10; AND - ONLY ONE CONTINGENT PURCHASE CONTRACT WILL SETTLE ON ANY PARTICULAR DAY.* UNDER EACH CONTINGENT PURCHASE CONTRACT A PREMIUM IS PAYABLE IN ADVANCE BY THE BANK TO THE COMPANY. THE PREMIUM WILL BE FIXED IN ACCORDANCE WITH A FORMULA, THE INPUTS FOR WHICH WILL BE BASED ON MARKET PRICES FOR THE C OMPANY S SHARE PRICE AND THE RISK FREE RATE FOR STERLING. THE COMPANY WILL CHO OSE THE PURCHASE PRICE AND THE TIME TO MATURITY OF THE OPTION, BOTH SUBJECT TO THE RESTRICTIONS ABOVE. THE FORMULA IS BASED ON THE BLACK-SCHOLES FORMULA, WH ICH IS COMMONLY USED TO PRICE OPTIONS. ALL THE INPUTS TO THIS FORMULA, WITH TH E EXCEPTION OF VOLATILITY, ARE TAKEN FROM PUBLIC INFORMATION SOURCES, SUCH AS BLOOMBERG OR REUTERS. THE BANK WILL PROVIDE THE VOLATILITY ON THE DAY ON WHICH THE CONTINGENT PURCHASE CONTRACT IS ENTERED INTO WITH SUCH BANK. THE COMPANY WILL NOT ENTER INTO A CONTINGENT PURCHASE CONTRACT IF THE ANNUALIZED VOLATILIT Y OF ITS ORDINARY SHARES IS LESS THAN 20 PER CENT, WHICH IS LESS THAN ITS RECE NT LEVELS.* SHARES PURCHASED VIA A CONTINGENT PURCHASE CONTRACT WILL REDUCE TH E NUMBER OF SHARES THAT THE COMPANY WILL PURCHASE UNDER RESOLUTION 13 ABOVE. N O SHARES WILL BE PURCHASED UNDER RESOLUTION 13 ON THE SAME DAY THAT A CONTINGE NT PURCHASE CONTRACT IS ENTERED INTO.* THE AUTHORITY GRANTED TO THE COMPANY UN DER THIS RESOLUTION WILL EXPIRE AT THE CONCLUSION OF THE AGM OF THE COMPANY HE LD IN 2005 OR ON 27 OCT 2005, WHICHEVER IS EARLIER, UNLESS SUCH AUTHORITY WAS RENEWED PRIOR TO THAT TIME (EXCEPT IN RELATION TO THE PURCHASE OF ORDINARY SHA RES THE CONTINGENT PURCHASE CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXP IRY).* THE CONTINGENT PURCHASE CONTRACTS WILL ALWAYS, WHERE THE PUT OPTION IS EXERCISED, BE PHYSICALLY SETTLED BY DELIVERY OF SHARES TO THE COMPANY (EXCEPT IN THE CASE OF CERTAIN EVENTS OF DEFAULT).* THE COMPANIES (ACQUISITION OF OWN SHARES) (TREASURY SHARES) REGULATIONS 2003 ALLOW COMPANIES TO HOLD SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE IN TREASURY. THE COMPANY WILL HOLD ANY OF ITS OWN SHARES THAT IT PURCHASES PURSUANT TO THE AUTHORITY CONFERRED BY THIS R ESOLUTION AS TREASURY STOCK. THIS WOULD GIVE THE COMPANY THE ABILITY TO RE-ISS UE TREASURY SHARES QUICKLY AND COST-EFFECTIVELY AND WOULD PROVIDE THE COMPANY WITH ADDITIONAL FLEXIBILITY IN THE MANAGEMENT OF ITS CAPITAL BASE. NO DIVIDEND S WILL BE PAID ON SHARES WHILST HELD IN TREASURY AND NO VOTING RIGHTS WILL ATT ACH TO THE TREASURY SHARES. WHILST IN TREASURY, THE SHARES ARE TREATED AS IF C ANCELLED. THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388. THIS REPRESENTS 1.98% OF THE ISSUED CAPITAL AT THAT DATE. IF THE COMPANY WAS TO BUY BACK THE MAXIMUM NUMBER OF SHARES PERMITT ED PURSUANT TO THIS RESOLUTION, THEN THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY 2004 WOULD REPRESENT 2.2% OF THE REDUCED SHAR E CAPITAL. THE DIRECTORS WILL USE THIS AUTHORITY ONLY AFTER CAREFUL CONSIDERAT ION, TAKING INTO ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME, OTHER INVES TMENT OPPORTUNITIES, APPROPRIATE GEARING LEVELS AND THE OVERALL FINANCIAL POSI TION OF THE COMPANY. THE DIRECTORS WILL ONLY PURCHASE SUCH SHARES AFTER TAKING INTO ACCOUNT THE EFFECTS ON EARNINGS PER SHARE AND THE BENEFIT FOR SHAREHOLDE RS - ------------------------------------------------------------------------------------------------------------------------------------ ITO EN LTD AGM Meeting Date: 07/28/2004 Issuer: J25027103 ISIN: JP3143000002 SEDOL: 6455789 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 21.5, FINAL JY 28.5, SPECIAL JY 0 2 AMEND ARTICLES TO: AUTHORIZE SHARE REPURCHASES Management Against AT BOARD S DISCRETION 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 3.4 ELECT DIRECTOR Management For 3.5 ELECT DIRECTOR Management For 3.6 ELECT DIRECTOR Management For 3.7 ELECT DIRECTOR Management For 3.8 ELECT DIRECTOR Management For 3.9 ELECT DIRECTOR Management For 3.10 ELECT DIRECTOR Management For 3.11 ELECT DIRECTOR Management For 3.12 ELECT DIRECTOR Management For 3.13 ELECT DIRECTOR Management For 3.14 ELECT DIRECTOR Management For 3.15 ELECT DIRECTOR Management For 3.16 ELECT DIRECTOR Management For 3.17 ELECT DIRECTOR Management For 3.18 ELECT DIRECTOR Management For 3.19 ELECT DIRECTOR Management For 3.20 ELECT DIRECTOR Management For 3.21 ELECT DIRECTOR Management For 3.22 ELECT DIRECTOR Management For 3.23 ELECT DIRECTOR Management For 3.24 ELECT DIRECTOR Management For 4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For 5 APPROVE DEEP-DISCOUNT STOCK OPTION PLAN IN PLACE Management For OF RETIREMENT BONUSES FOR DIRECTORS AND STATUTORY AUDITORS 6 APPROVE DEEP-DISCOUNT STOCK OPTION PLAN AS PARTIAL Management Against REPLACEMENT FOR CASH COMPENSATION FOR DIRECTORS 7 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ KANEBO LTD EGM Meeting Date: 07/29/2004 Issuer: J29696127 ISIN: JP3217000003 SEDOL: 5714588, 6483241 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 AMEND ARTICLES TO AUTHORIZE ISSUANCE OF TWO CLASSES Management For OF CONVERTIBLE PREFERRED SHARES AND ONE CLASS OF CONVERTIBLE SUBORDINATED SHARES 2 APPROVE ISSUANCE OF SHARES FOR PRIVATE PLACEMENTS Management For TO SUMITOMO MITSUI BANK AND THE INDUSTRIAL REVITALIZATION CORPORATION OF JAPAN 3 APPOINT EXTERNAL AUDIT FIRM Management For - ------------------------------------------------------------------------------------------------------------------------------------ KELDA GROUP PLC AGM Meeting Date: 07/29/2004 Issuer: ADPV01594 ISIN: GB0009877944 SEDOL: 0987794 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT AND THE COMPANY Management For S ANNUAL ACCOUNTS FOR THE FYE 31 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For 4. RE-ELECT MR. K JACKSON AS A DIRECTOR OF THE COMPANY Management For 5. RE-ELECT MR. D.J. SALKELD AS A DIRECTOR OF THE Management For COMPANY 6. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 7. AUTHORIZE THE DIRECTORS, IN PURSUANCE TO SECTION Management For 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL VALUE OF GBP 19,459,201; AUTHORITY EXPIRES ON 28 OCT 200 5 ; AND THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WO ULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF SUCH AN OFFER OR A GREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED; THE AUTHORITY CONFE RRED BY ORDINARY RESOLUTION PASSED ON 03 AUG 1999 IS HEREBY REVOKED BUT WITHOU T PREJUDICE TO ANY ALLOTMENT, OFFER OR AGREEMENT MADE OR ENTERED INTO PRIOR TO THE PASSING OF THIS RESOLUTION S.8 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY, PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 OF THE COMPANIES ACT 1985 OF THE COMPANY FOR CASH, PURSUANT TO THE AUTHORIT Y CONFERRED BY RESOLUTION 7, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SEC TION 89(1) , PROVIDED THAT THIS POWER IS LIMITED: A) TO THE ALLOTMENT OF EQUIT Y SECURITIES IN CONNECTION WITH AN OFFER OF SECURITIES OPEN FOR ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS TO HOLDERS OF ORDINARY SHARES; B) UP TO AN AG GREGATE NOMINAL AMOUNT OF GBP 2,921,802; AUTHORITY EXPIRES ON 28 OCT 2005 ; A ND THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD O R MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIR ECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED S.9 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 37,566,039 ORDINARY SHARES OF 15 5/9P EACH IN THE CAPITA L OF THE COMPANY, AT A MINIMUM PRICE OF 15 5/9P AND UP TO 5% OF THE AVERAGE MI DDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 28 OCT 2005 ; PRO VIDED THAT NAY CONTRACT FOR THE PURCHASE OF ANY SHARES AS AFORESAID WHICH WAS ENTERED INTO BEFORE THE EXPIRY OF THE SAID AUTHORITY MAY BE EXECUTED WHOLLY OR PARTLY AFTER THE SAID AUTHORITY EXPIRES; ALL EXISTING AUTHORITIES FOR THE COM PANY TO MAKE MARKET PURCHASES OF ORDINARY SHARES ARE REVOKED, EXCEPT IN RELATI ON TO THE PURCHASE OF SHARES UNDER ANY CONTRACT CONCLUDED PRIOR TO THE PASSING OF THIS RESOLUTION AND WHICH HAS NOT YET BEEN EXECUTED - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE BANK LTD AGM Meeting Date: 07/29/2004 Issuer: Q56993167 ISIN: AU000000MBL3 SEDOL: 6551353 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE AND RECEIVE THE FINANCIAL REPORT, THE Management Abstain REPORT OF THE VOTING DIRECTORS A ND THE AUDITOR S REPORT FOR THE YE 31 MAR 2004 2. RE-ELECT MR. DAVID S. CLARKE AS A VOTING DIRECTOR Management Against OF THE COMPANY 3. RE-ELECT MR. MARK R.G. JHONSON AS A VOTING DIRECTOR Management For OF THE COMPANY 4. RE-ELECT MR. JOHN G. ALLPASS AS A VOTING DIRECTOR Management For OF THE COMPANY 5. ELECT MS. CATHERINE B. LIVINGSTONE AS A VOTING Management For DIRECTOR OF THE COMPANY 6. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A MAXIMUM OF 165,600 OPTIONS, BY MR. ALLAN E. MOSS, MANAGING DIR ECTOR OR, IF MR. MOSS SO ELECTS, A CONTROLLED COMPANY AS SPECIFIED OF HIS: AND B) ACQUISITION ACCORDINGLY BY MR. MOSS OR HIS CONTROLLED COMPANY OF OPTIONS U P TO THE STATED MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE OPTIONS, OF O RDINARY SHARES OF THE COMPANY, ALL IN ACCORDANCE WITH THE SPECIFIED TERMS OF T HE PLAN 7. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A MAXIMUM OF 20,900 OPTIONS, BY MR. MARK R.G. JHONSON, EXECUTIVE DIRECTOR OR, IF MR. JHONSON SO ELECTS, A CONSOLIDATED COMPANY AS SPECIFIED OF HIS: AND B) ACQUISITION ACCORDINGLY BY MR. JHONSON OR HIS CONTROLLED COMPANY OF OPTIONS UP TO THE STATED MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE O PTIONS, OF ORDINARY SHARES OF THE COMPANY, ALL IN ACCORDANCE WITH THE SPECIFIE D TERMS OF THE PLAN 8. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A MAXIMUM OF 8,400 OPTIONS, BY MR. LAURIE G. COX, EXECUTIVE DIRE CTOR OR, IF MR. COX SO ELECTS, A CONSOLIDATED COMPANY AS SPECIFIED OF HIS: AND B) ACQUISITION ACCORDINGLY BY MR. COX OR HIS CONTROLLED COMPANY OF OPTIONS UP TO THE STATED MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE OPTIONS, OF OR DINARY SHARES OF THE COMPANY, ALL IN ACCORDANCE WITH THE SPECIFIED TERMS OF TH E PLAN 9. APPROVE THE: A) PARTICIPATION IN THE MACQUARIE Management Against BANK EMPLOYEE SHARE OPTION PLAN PLAN AS TO A MAXIMUM OF 82,800 OPTIONS, BY MR. DAVID S. CLARKE, EXECUTIVE C HAIRMAN OR, IF MR. CLARKE SO ELECTS, A CONSOLIDATED COMPANY AS SPECIFIED OF HI S: AND B) ACQUISITION ACCORDINGLY BY MR. CLARKE OR HIS CONTROLLED COMPANY OF O PTIONS UP TO THE STATED MAXIMUM AND, IN CONSEQUENCE OF EXERCISE OF THOSE OPTIO NS, OF ORDINARY SHARES OF THE COMPANY, ALL IN ACCORDANCE WITH THE SPECIFIED TE RMS OF THE PLAN S.10 AMEND THE ARTICLES RELATING TO CORPORATIONS ACT Management For REFERENCES, THE CANCELLATION, POSTPONEMENT AND CHANGE OF VENUE OF GENERAL MEETINGS, RETIREMENT OF VOTING DIR ECTORS AND THE RIGHTS AND RESPONSIBILITIES OF ALTERNATIVE VOTING DIRECTORS - ------------------------------------------------------------------------------------------------------------------------------------ SABMILLER PLC, WOKING AGM Meeting Date: 07/29/2004 Issuer: G77395104 ISIN: GB0004835483 SEDOL: 0483548, 5837708, 6145240 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For THE YE 31 MAR 2004,TOGETHER WIT H THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For IN THE ANNUAL REPORT FOR T HE YE 31 MAR 2004 3. RE-ELECT MR. J.M. KAHN AS A DIRECTOR OF THE COMPANY Management For 4. RE-ELECT MR. P.J. MANSER AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. M.Q. MORLAND AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. M.I. WYMAN AS A DIRECTOR OF THE COMPANY Management For 7. DECLARE A FINAL DIVIDEND OF 22.5 US CENTS PER Management For SHARE 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS TO UNTIL THE NEXT AGM 9. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 10. AUTHORIZE THE DIRECTORS TO ALLOT ORDINARY SHARES Management For ON CONVERSION OF THE USD 600 MILLION GUARANTEED CONVERTIBLE BONDS DUE 2006 11. AUTHORIZE THE DIRECTORS, UNDER SECTION 80 OF Management For THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES S.12 AUTHORIZE THE DIRECTORS TO ALLOT ORDINARY SHARES Management For FOR CASH OTHERWISE THAN PRO R ATA TO ALL SHAREHOLDERS S.13 AUTHORIZE THE DIRECTORS TO MAKE MARKET PURCHASES Management For OF ORDINARY SHARES OF USD 0.1 0 EACH IN THE CAPITAL OF THE COMPANY 14. AUTHORIZE THE USE OF TREASURY SHARES FOR EMPLOYEE Management For SHARE SCHEMES S.15 APPROVE THE CONTINGUENT PURCHASE CONTRACT Management For S.16 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For IN RESPECT OF TREASURY SHARES - ------------------------------------------------------------------------------------------------------------------------------------ SCOTTISH AND SOUTHERN ENERGY PLC AGM Meeting Date: 07/29/2004 Issuer: G7885V109 ISIN: GB0007908733 SEDOL: 0790873, 5626832 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE FYE 31 MAR 2004 2. APPROVE THE REMUNERATION REPORT FOR THE FY 31 Management For MAR 2004 3. DECLARE A FINAL DIVIDEND FOR THE YE 31 MAR 2004 Management For OF 26.4 PENCE PER ORDINARY SHA RE 4. RE-ELECT MR. KEVIN SMITH AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. HENRY CASLEY AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. IAN MARCHANT AS A DIRECTOR OF THE Management For COMPANY 7. ELECT MR. ALLSTAIR PHILLIPS-DAVIES AS A DIRECTOR Management For OF THE COMPANY 8. APPOINT KPMG AUDIT PLC AS THE AUDITORS OF THE Management For COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY 9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGR EGATE NOMINAL AMOUNT OF GBP142,917,261; AUTHORITY EXPIRES AT THE CONCLUSION O F THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIE S AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMEN T MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 WHOLLY FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10, DISAP PLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS PO WER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 21,436,740; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPI RY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 12 Management For OF THE ARTICLES OF ASSOCIATION A ND FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PU RCHASES SECTION 163(3) OF UP TO 85,746,962 10% OF THE COMPANY S ISSUED ORDI NARY SHARE CAPITAL ORDINARY SHARES OF 50P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE 50P PER SHARE EXCLUSIVE OF EXPENSES AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE L ONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHAS E ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EX PIRY S.13 AMEND THE ARTICLES 8(A), 50(B), 59, 69, 123(D) Management For OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 14. AUTHORIZE THE DIRECTORS TO AMEND THE TRUST DEED Management For AND THE RULES OF THE SCOTTISH AND SOUTHERN ENERGY EMPLOYEE SHARE OWNERSHIP PLAN; AND THE RULES OF SCOTTISH A ND SOUTHERN ENERGY PLC 2001 SHARESAVE SCHEME S.15 AMEND THE ARTICLE 51 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE AIRLINES LTD AGM Meeting Date: 07/29/2004 Issuer: V80178110 ISIN: SG1H95001506 SEDOL: 5355288, 6811734 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED FINANCIAL STATEMENTS F OR THE YE 31 MAR 2004 AND THE AUDITORS REPORT THEREON 2. DECLARE A FINAL TAX EXEMPT DIVIDEND OF 25.0 CENTS Management For PER SGD 0.50 ORDINARY SHARE FOR THE YE 31 MAR 2004 3. RE-APPOINT SIR BRIAN PITMAN AS A DIRECTOR, WHO Management For WILL RETIRE UNDER S 153(6) OF T HE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY 4.a RE-ELECT MR. KOH BOON HWEE AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH ARTICLE 83 OF THE COMPANY S ARTICLES OF ASSOCIATION 4.b RE-ELECT MR. DAVINDER SINGH AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE 83 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.a RE-ELECT MR. CHIA PEI-YUAN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH ARTICLE 89 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.b RE-ELECT MR. STEPHEN LEE CHING YEN AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN A CCORDANCE WITH ARTICLE 89 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. APPROVE THE DIRECTORS FEES OF SGD 629,000 FY Management For 2002/2003 : SGD 571,000 7. RE-APPOINT MESSRS ERNST & YOUNG AS THE AUDITORS Management For OF THE COMPANY AND AUTHORISE T HE DIRECTORS TO FIX THEIR REMUNERATION 8.1 AUTHORIZE THE DIRECTORS TO ISSUE SHARES IN THE Management For CAPITAL OF COMPANY BY WAY OF R IGHTS, BONUS OR OTHERWISE , AND TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS INSTRUMENTS THAT REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHARES, AND NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES IN P URSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUT ION WAS IN FORCE, PROVIDED THAT: THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXC EEDING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE EXISTING S HAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BAS ED ON THE COMPANY S ISSUED SHARE CAPITAL AT THE DATE OF PASSING OF THIS RESOLU TION AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS ON ISSUE AND ANY SUBSEQUENT CONSOLIDATIO N OR SUBDIVISION OF SHARES; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION O F THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS RE QUIRED BY LAW 8.2 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT CHAPTER 50 AND SUBJECT ALWAYS TO THE PROVISIONS OF ARTICLE 4A OF THE ARTICLES OF ASSO CIATION OF THE COMPANY TO: A) ALLOT AND ISSUE OF ASA SHARES ARTICLE 4A AT AN ISSUE PRICE OF SGD 0.50 FOR EACH ASA SHARE OR IN THE EVENT OF A LIQUIDATION O F THE COMPANY, THE HIGHER OF SGD 0.50 OR THE LIQUIDATION VALUE OF AN ASA SHARE AS CERTIFIED BY THE LIQUIDATOR APPOINTED IN RELATION TO THE LIQUIDATION OF TH E COMPANY FOR EACH ASA SHARE, PARTLY PAID AT THE PRICE OF SGD 0.01 TO THE MINI STER FOR FINANCE INCORPORATED AND ON SUCH TERMS AND SUBJECT TO SUCH CONDITIO NS, AS THE DIRECTORS IN THEIR ABSOLUTE DISCRETION DEEM FIT; B) MAKE DIVIDEND P AYMENTS OUT OF THE COMPANY S DISTRIBUTABLE PROFITS TO THE MINISTER FOR FINANCE INCORPORATED AS HOLDER OF THE ASA SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT AND THE ARTICLES; AND C) COMPLETE AND DO ALL SUCH ACTS AN D THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS REQUIRED AS THEY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO T HE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION 8.3 AUTHORIZE THE DIRECTOR OF THE COMPANY APPROVE, Management For FOR THE PURPOSES OF SECTIONS 76 C AND 76E OF THE COMPANIES ACT (CHAPTER 50) COMPANIES ACT , TO PURCHASE OR OT HERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.50 EACH FULLY PAID IN THE CAPI TAL OF THE COMPANY {ORDINARY SHARES NOT EXCEEDING IN AGGREGATE THE OF THE NUM BER OF ISSUED ORDINARY SHARES REPRESENTING 10% OF THE ISSUED ORDINARY SHARE CA PITAL OF THE COMPANY AS AT THE DATE OF THE PASSING OF THIS RESOLUTION; AND AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME U P TO THE MAXIMUM PRICE WHICH IN RELATION TO AN ORDINARY SHARE TO BE PURCHASED OR ACQUIRED, MEANS THE PURCHASE PRICE EXCLUDING BROKERAGE, COMMISSION, APPLIC ABLE GOODS AND SERVICES TAX AND OTHER RELATED EXPENSES WHICH SHALL NOT EXCEED , WHETHER PURSUANT TO A MARKET PURCHASE OR AN OFF-MARKET PURCHASE, 105% OF THE AVERAGE OF THE LAST DEALT PRICES OF AN ORDINARY SHARE FOR THE 5 CONSECUTIVE T RADING DAYS ON WHICH THE ORDINARY SHARES ARE TRANSACTED ON THE SGX-ST IMMEDIAT ELY PRECEDING THE DATE OF MARKET PURCHASE BY THE COMPANY OR, AS THE CASE MAY B E, THE DATE ON WHICH THE COMPANY ANNOUNCES ITS INTENTION TO MAKE AN OFFER FOR THE PURCHASE OR ACQUISITION OF ORDINARY SHARES FROM HOLDERS OF ORDINARY SHARES , STATING THEREIN THE PURCHASE PRICE WHICH SHALL NOT BE MORE THAN THE MAXIMUM PRICE CALCULATED ON THE FOREGOING BASIS FOR EACH ORDINARY SHARE AND THE RELE VANT TERMS OF THE EQUAL ACCESS SCHEME FOR EFFECTING OFF-MARKET PURCHASE, PURSU ANT TO THE OFF- MARKET PURCHASE, AND DEEMED TO BE ADJUSTED IN ACCORDANCE WITH THE LISTING RULES OF THE SGX-ST FOR ANY CORPORATE ACTION WHICH OCCURS AFTER TH E RELEVANT 5 DAY PERIOD, OF THE ORDINARY SHARES, WHETHER BY WAY OF: I) MARKET PURCHASE(S) ON THE SGX-ST; AND/OR II) OFF-MARKET PURCHASE(S) IF EFFECTED OTHE RWISE THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S) AS DET ERMINED OR FORMULATED BY THE DIRECTORS, WHICH SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES ACT; AND OTHERWISE IN ACCORDANCE WITH A LL OTHER LAWS AND REGULATIONS AND RULES OF THE SGX-ST FOR THE TIME BEING BE AP PLICABLE SHARES BUY BACK MANDATE ; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW TO BE HELD ; AND AUTHORIZE THE DIRECTOR AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS REQUIRED AS THEY AND/OR HE CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE TRANSA CTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION 8.4 AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against SPECIFIED IN SIA EMPLOYEE SHARE OPTION PLAN , IN ACCORDANCE WITH THE RULES OF THE SIA EMPLOYEE SHARE OPT ION PLAN PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINA RY SHARES AS REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER T HE PLAN PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISS UED PURSUANT TO THE PLAN NOT EXCEED 13% OF THE ISSUED SHARE CAPITAL OF THE COM PANY FROM TIME TO TIME 8.5 APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For LISTING MANUAL CHAPTER 9 OF TH E SGX-ST, FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANIES THAT ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTERESTED PERSON TR ANSACTIONS PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED PERSON TRANS ACTIONS; APPROVAL CONTINUE IN FORCE UNTIL THE CONCLUSION OF THE NEXT AGM OF T HE COMPANY; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRE D AS THEY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE IPT MANDATE AND/OR THIS RESOLUTION 9. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE TELECOMMUNICATIONS LTD AGM Meeting Date: 07/29/2004 Issuer: Y79985126 ISIN: SG1A62000819 SEDOL: 5392263, 6292931, 6292942, 6810753 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For FYE 31 MAR 2004 AND THE DIRECTO RS REPORT AND THE AUDITORS REPORT THEREON 2. DECLARE A FIRST AND FINAL DIVIDEND OF 42% OR Management For 6.4 CENTS PER SHARE LESS INCOME T AX IN RESPECT OF THE FYE 31 MAR 2004 3. RE-ELECT MR. PAUL CHAN KWAI WAH AS THE DIRECTOR Management For WHO RETIRE BY ROTATION IN ACCO RDANCE WITH ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT MR. JOHN POWELL MORSCHEL AS THE DIRECTOR Management For WHO RETIRE BY ROTATION IN AC CORDANCE WITH ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. CHUMPOL NALAMLIENG AS THE DIRECTOR Management For WHO RETIRE BY ROTATION IN ACCO RDANCE WITH ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. JACKSON PETER TAI AS THE DIRECTOR Management For WHO RETIRE BY ROTATION IN ACCOR DANCE WITH ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. GRAHAM JOHN BRADLEY AS THE DIRECTORS Management For WHO CEASE TO HOLD OFFICE IN ACCORDANCE WITH ARTICLE 103 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. RE-ELECT MR. DEEPAK S. PAREKH AS THE DIRECTORS Management For WHO CEASE TO HOLD OFFICE IN ACC ORDANCE WITH ARTICLE 103 OF THE COMPANY S ARTICLES OF ASSOCIATION 9. APPROVE DIRECTORS FEES PAYABLE BY THE COMPANY Management For OF SGD1,059,501 FOR THE FYE 31 MAR 2004 10. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION * TRANSACT ANY OTHER BUSINESS OF AN AGM Non-Voting Non-Vote Proposal 11. A) AUTHORIZE THE DIRECTORS TO: (I) (A) ISSUE Management For SHARES IN THE CAPITAL OF THE COMP ANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (B) MAKE O R GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATI ON AND ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHA RES, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT; AN D (II) ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRE CTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED THAT: (1) THE AGGREGATE NUM BER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTIO N DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULAT ED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW , OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE C OMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRAN TED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 15% OF THE ISSUED SHARE CAPIT AL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW ; (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPOR E EXCHANGE SECURITIES TRADING LIMITED ( SGX-ST ) FOR THE PURPOSE OF DETERMININ G THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) AB OVE, THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (I) NEW SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBL E SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (II) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; (3) IN EXERCISING THE AUTHORITY CONFER RED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LI STING MANUAL OF THE SGX-ST AND THE RULES OF ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY FOR THE TIME BEING BE LISTED OR QUOTED OTHER E XCHANGE FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST OR, AS THE CASE MAY BE, THE OTHER EXCHANGE AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AND (4)AUTHORITY EXPIRES EARLIE R THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 12. AUTHORIZE THE DIRECTORS TO ALLOT AND ISSUE FROM Management Against TIME TO TIME SUCH NUMBER OF SH ARES IN THE CAPITAL OF THE COMPANY AS REQUIRED TO BE ISSUED PURSUANT TO THE EX ERCISE OF OPTIONS UNDER THE SINGAPORE TELECOM SHARE OPTION SCHEME 1999 THE 1 999 SCHEME , PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUA NT TO THE 1999 SCHEME AND THE SINGTEL PERFORMANCE SHARE PLAN SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY 13. AUTHORIZE THE DIRECTORS TO GRANT AWARDS IN ACCORDANCE Management Against WITH THE PROVISIONS OF T HE SINGTEL PERFORMANCE SHARE PLAN THE PLAN AND TO ALLOT AND ISSUE FROM TIM E TO TIME SUCH NUMBER OF FULLY PAID-UP SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE PLAN , PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME AND THE PLAN SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE TELECOMMUNICATIONS LTD EGM Meeting Date: 07/29/2004 Issuer: Y79985126 ISIN: SG1A62000819 SEDOL: 5392263, 6292931, 6292942, 6810753 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PARTICIPATION BY THE RELEVANT PERSON Management Against IN THE RELEVANT PERIOD AS SPE CIFIED IN THE SINGTEL PERFORMANCE SHARE PLAN, FOR THE PURPOSES OF LISTING RULE 10.14 OF THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED, ON THE SPECI FIED TERMS AND CONDITIONS 2. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50 COMPANIES ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.15 EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES NOT EXCEEDING IN AGGREGATE THE PRESCRIBED LIMIT AS HEREINAF TER DEFINED , WHETHER BY WAY OF: I) MARKET PURCHASE(S) ON THE SINGAPORE EXCHAN GE SECURITIES TRADING LIMITED SGX-ST OR ANY OTHER STOCK EXCHANGE ON WHICH TH E ORDINARY SHARES MAY FOR THE TIME BEING BE LISTED OR QUOTED OTHER EXCHANGE ; AND/OR II) OFF-MARKET PURCHASE(S) IF EFFECTED OTHERWISE THAN ON THE SGX-ST O R, AS THE CASE MAY BE, OTHER EXCHANGE IN ACCORDANCE WITH ANY EQUAL ACCESS SCH EME(S) AS MAY BE DETERMINED OR FORMULATED BY THE DIRECTORS AS THEY CONSIDER FI T, WHICH SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIE S ACT, AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND REGULATIONS AND RUL ES OF THE SGX-ST OR, AS THE CASE MAY BE, OTHER EXCHANGE AS MAY FOR THE TIME BE ING BE APPLICABLE, BE AND IS HEREBY AUTHORIZED AND APPROVED GENERALLY AND UNCO NDITIONALLY SHARE PURCHASE MANDATE ; AUTHORITY EXPIRES THE EARLIER OF THE DA TE ON WHICH THE NEXT AGM OF THE COMPANY IS HELD; AND THE DATE BY WHICH THE NEX T AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD ; AND THE DIRECTORS OF THE COMPANY AND/OR ANY OF THEM BE AUTHORIZED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONT EMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION S.3 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY: Management For ARTICLES 140, 144 AND 146 - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE TELECOMMUNICATIONS LTD EGM Meeting Date: 07/29/2004 Issuer: Y79985126 ISIN: SG1A62000819 SEDOL: 5392263, 6292931, 6292942, 6810753 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THAT, PURSUANT TO ARTICLE 11(A) OF THE Management For ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC OF S INGAPORE: (1) REDUCTION OF ISSUED AND PAID-UP SHARE CAPITAL (A) (I) THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY OF A MAXIMUM OF SGD 2,709,748,219.65 COMPRISING A MAXIMUM OF 18,064,988,131 ORDINARY SHARES OF SGD 0.15 EACH (THE SHARES ) BE REDUCED BY A MAXIMUM OF SGD 193,553,444.25, (II) SUCH REDUCTION B E MADE OUT OF THE CONTRIBUTED CAPITAL (AS HEREINAFTER DEFINED) OF THE COMPANY AND BE EFFECTED BY CANCELING, SUBJECT TO THE ROUNDING-UP (AS DEFINED IN SUB-PA RAGRAPH (B) BELOW), ONE SHARE FOR EVERY 14 SHARES (THE REDUCTION RATIO ) HELD BY OR ON BEHALF OF THE RELEVANT SHAREHOLDERS (AS HEREINAFTER DEFINED) AS AT A BOOKS CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS (THE BOOKS CLOSURE DATE ), AND (III) FORTHWITH UPON SUCH REDUCTION TAKING EFFECT, THE MAXIMUM SUM OF SGD 193,553,444.25 ARISING FROM SUCH REDUCTION OF ISSUED AND PAID-UP SHARE CAP ITAL BE RETURNED TO EACH RELEVANT SHAREHOLDER ON THE BASIS OF SGD 0.15 FOR EAC H SHARE HELD BY OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER SO CANCELLED, AND (B ) THE NUMBER OF SHARES PROPOSED TO BE CANCELLED FROM EACH RELEVANT SHAREHOLDER UNDER SUB-PARAGRAPH (A) ABOVE PURSUANT TO THE REDUCTION RATIO BE REDUCED BY R OUNDING-UP (WHERE APPLICABLE) TO THE NEAREST MULTIPLE OF 10 SHARES (THE ROUND ING-UP ) THE RESULTANT NUMBER OF SHARES THAT WOULD HAVE BEEN HELD BY OR ON BEH ALF OF EACH RELEVANT SHAREHOLDER FOLLOWING THE PROPOSED CANCELLATION OF SHARES PURSUANT TO THE REDUCTION RATIO; IN THE EVENT THAT THE RESULTANT NUMBER OF SH ARES ARISING FROM THE ROUNDING-UP: (I) IS GREATER THAN THE NUMBER OF SHARES HE LD BY OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER AS AT THE BOOKS CLOSURE DATE, NO ROUNDING-UP WILL BE APPLIED AND THE NUMBER OF SHARES PROPOSED TO BE CANCELL ED FROM SUCH RELEVANT SHAREHOLDER SHALL BE THE NUMBER OF SHARES CANCELLED BASE D SOLELY ON THE REDUCTION RATIO, OR (II) IS EQUAL TO THE NUMBER OF SHARES HELD OR ON BEHALF OF SUCH RELEVANT SHAREHOLDER AS AT THE BOOKS CLOSURE DATE, NO SH ARES SHALL BE CANCELLED FROM SUCH RELEVANT SHAREHOLDER; APPROVE TO REDUCTION O F SHARE PREMIUM ACCOUNT SUBJECT TO AND FORTHWITH UPON THE PRECEDING PARAGRAPH (1) TAKING EFFECT, THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED BY A MAXIMUM SUM OF SGD 2,851,687,411.95, AND THAT SUCH REDUCTION BE MADE OUT OF THE CONTRIBUTED CAPITAL OF THE COMPANY AND BE EF FECTED BY RETURNING TO THE RELEVANT SHAREHOLDERS SGD 2.21 IN CASH FOR EACH ISS UED AND FULLY PAID-UP SHARE HELD BY OR ON BEHALF OF EACH RELEVANT SHAREHOLDER WHICH IS CANCELLED PURSUANT TO THE PRECEDING PARAGRAPH (1); AUTHORIZE THE DIRE CTORS TO DO ALL ACTS AND THINGS AND TO EXECUTE ALL SUCH DOCUMENTS AS THEY OR H E MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE PRECEDING PARAGRAP HS (1) AND (2) - ------------------------------------------------------------------------------------------------------------------------------------ SUEDZUCKER AG MANNHEIM/OCHSENFURT AGM Meeting Date: 07/29/2004 Issuer: D82781101 ISIN: DE0007297004 BLOCKING SEDOL: 4857945, 5784462 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2003/2004 WI TH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF DISTRIBUTABLE PROFIT Management OF EUR 87,398,804.68 AS FOLL OWS: PAYMENT OF A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE, EUR 4,831.68 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: 30 JUL 2004 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT THE SUPERVISORY BOARD Management 6. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management THE AUDITORS FOR THE FY 2004/20 05 - ------------------------------------------------------------------------------------------------------------------------------------ TATE & LYLE PLC AGM Meeting Date: 07/29/2004 Issuer: G86838128 ISIN: GB0008754136 SEDOL: 0875413, 5474859 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management For THE ACCOUNTS FOR THE YE 31 MAR 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For OF THE COMPANY 4. RE-ELECT MR. RICHARD DELBRIDGE AS A DIRECTOR, Management For WHO RETIRES UNDER ARTICLE 84 5. RE-ELECT MR. LARRY PILLARD AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 84 6. RE-ELECT MR. DAVID FISH AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 90 7. RE-ELECT MR. EVERT HENKES AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 90 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 9. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For OF THE AUDITORS S.10 APPROVE TO RENEW THE COMPANY S AUTHORITY TO PURCHASE Management For ITS OWN SHARES 11. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT SHARES S.12 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For DISAPPLY SHAREHOLDERS PRE-EMPTIO N RIGHTS IN RELATION TO THE ALLOTMENT OF SHARES S.13 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For - ------------------------------------------------------------------------------------------------------------------------------------ UNITED UTILITIES AGM Meeting Date: 07/30/2004 Issuer: ADPV03868 ISIN: GB0033388496 SEDOL: - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE DIRECTORS AND AUDITOR Management For S REPORTS FOR THE YE 31 MA R 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-APPOINT MR. CHARLIE CORNIAH AS A DIRECTOR Management For 4. RE-APPOINT SIR RICHARD EVANS AS A DIRECTOR Management For 5. RE-APPOINT SIR PETER MIDDLETON AS A DIRECTOR Management For 6. RE-APPOINT MR. SIMON BALEY AS A DIRECTOR Management For 7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITOR Management For OF THE COMPANY, UNTIL THE CONC LUSION OF NEXT AGM AT WHICH THE ACCOUNTS ARE LAID 9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND IN ACC ORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIE S SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 185,737,898; AUTHO RITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 29 OCT 2005 ; AN D THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SEC TION 94(2) AND 94(3A) , PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT TH IS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WI TH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOM INAL AMOUNT OF GBP 27,660,684; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE NEXT AGM OR 29 OCT 2005 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH CHAPTER Management For VII OF THE COMPANIES ACT 198 5, OR OTHERWISE AS PERMITTED BY LAW AND BY THE COMPANY S ARTICLES OF ASSOCIATI ON, TO MAKE MARKET PURCHASES SECTION 163(3) OF ITS OWN ORDINARY SHARES OF UP TO 55,721,369 OF GBP 1 EACH ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS OF THE COMPANY MY DETERMINE FROM TIME TO TIME , AT PRICE OF UP TO 5% ABOVE OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM THE L ONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 29 OCT 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SH ARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For 14. AMEND THE RULES OF THE UNITED UTILITIES PLC PERFORMANCE Management For PLAN, SUCH AMENDMENTS TO BE EFFECTIVE FROM THE DATE UPON WHICH THE TRUSTEE OF THE UNITED UTILITIES E MPLOYEE SHARE TRUSTS ESTABLISHED BY THE TRUST DEED DATED 21 AUG 1996, ADOPTS S UCH AMENDMENTS - ------------------------------------------------------------------------------------------------------------------------------------ UNITED UTILITIES PLC AGM Meeting Date: 07/30/2004 Issuer: G92806101 ISIN: GB0006462336 SEDOL: 0646233, 5630015 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE DIRECTORS AND THE Management For AUDITOR S REPORTS FOR THE YE 3 1 MAR 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-APPOINT MR. CHARLIE CORNISH AS A DIRECTOR Management For 4. RE-APPOINT SIR. RICHARD EVANS AS A DIRECTOR Management For 5. RE-APPOINT SIR. PETER MIDDLETON AS A DIRECTOR Management For 6. RE-APPOINT MR. SIMON BATEY AS A DIRECTOR Management For 7. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 8. RE-APPOINT DEIOLTTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM 9. AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION Management For 10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT OF THE C OMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 185,737,898; AUTHORITY EXPIRE S EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 29 OCT 2005 ; AN D THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DI RECTORS MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT AS IF THE AUTHORITY CONFERRED HERBY HAD NOT EXPIRED; THIS AUTHORITY IS IN S UBSTITUTION FOR ALL AUTHORITIES SUBSISTING AT THE TIME THIS RESOLUTION IS PASS ED WITH THE EXCEPTION OF THE AUTHORITY GRANTED AT THE EGM HELD ON 26 AUG 2003 IN CONNECTION WITH THE FURTHER ISSUE OF A SHARES OF 50 PENCE EACH IN THE CAPIT AL OF THE COMPANY PURSUANT TO THE TERMS OF THE RIGHTS ISSUE AS SPECIFIED S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95(1) OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94(2) AND 94(3A) OF THE ACT OF THE COMPANY, PURSUANT TO ANY GENERAL AUTHORITY CONFERRED BY SECTION 80 OF THE ACT, DISAPPLYING THE STAT UTORY PRE-EMPTIVE RIGHTS SECTION 89 OF THE ACT , PROVIDED THAT THIS POWER IS LIMITED TO: A) THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE OR OTHER ISSUE IN FAVOUR OF THE HOLDERS OF ORDINARY SHARES; B) UP TO A A GGREGATE NOMINAL AMOUNT NOT EXCEEDING GBP 27,860,684; AUTHORITY EXPIRES EARLI ER AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 29 OCT 2005 ; AND THE D IRECTOR MAY MAKE AT ANY TIME PRIOR TO SUCH EXPIRY ANY OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED THEREAFTER AND THE DI RECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMEN T AS IF THE AUTHORITY CONFERRED HAD NOT EXPIRED; THESE AUTHORITIES ARE IN SUBS TITUTION FOR ALL AUTHORITIES SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED WITH THE EXCEPTION OF THE AUTHORITY GRANTED AT THE EGM HELD ON 26 AUG 2003 IN CONNECTION WITH THE FURTHER ISSUE OF A SHARES OF 50 PENCE EACH IN THE CAPITAL OF THE COMPANY PURSUANT TO THE TERMS OF THE RIGHTS ISSUE AS SPECIFIED S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH CHAPTER Management For VII OF THE ACT, OR OTHERWISE AS PERMITTED BY LAW AND BY THE COMPANY S ARTICLES OF ASSOCIATION, TO MAKE MAR KET PURCHASES SECTION 163(3) OF THE ACT , OF A MAXIMUM OF 55,721,369 ORDINARY SHARES OF GBP 1 EACH; THE MINIMUM PRICE IS GBP 1 AND THE MAXIMUM PRICE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINAR Y SHARE DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 5 BUSINESS DAYS; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 29 OCT 2005 ; AND THE COMPANY MAY ENTER INTO ANY CONTRA CT FOR THE PURCHASE OF ORDINARY SHARES WHICH MIGHT BE EXECUTED AND COMPLETED W HOLLY OR PARTLY AFTER ITS EXPIRY S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For AS SPECIFIED 14. AMEND THE UNITED UTILITIES PLC PERFORMANCE SHARE Management For PLAN AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ ST ASSEMBLY TEST SERVICES LTD EGM Meeting Date: 08/04/2004 Issuer: Y8161G105 ISIN: SG1I04877995 SEDOL: 6207463 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For TO THE PASSING OF RESOLUTION 2 THROUGH 8 AND 12, TO ALLOT AND ISSUE, FREE FROM ALL LIEUS, CHARGES AND OTHER CIRCUMSTANCES AND RUNNING EQUALLY WITHOUT PREFERENCE IN ALL RESPECTS WITH THE EXISTING ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF THE COMP ANY AS AT THE DATE OF THEIR ISSUE AND ON SUCH OTHER TERMS AS MAY BE DETERMINED BY THE DIRECTORS OF THE COMPANY IN THEIR ABSOLUTE DISCRETION, NEW ORDINARY SH ARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY UNDERLYING THE A MERICAN DEPOSITORY SHARES THE STATS ADSS OF THE COMPANY THAT WILL BE ISSUED TO THE SHAREHOLDERS OF THE CLASS A COMMON STOCK OF SGD 0.01 PER SHARE OF CHIPP AC THE CHIPPAC SHARES PURSUANT TO THE PROPOSED MERGER THE MERGER WITH CHIP PAC INC. CHIPPAC ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION; AND AMONG THE COMPANY AND CA MELOT MERGER INC CAMELOT MERGER A WHOLLY OWNED US SUBSIDIARY OF THE COMPANY AND CHIPPAC PURSUANT TO WHICH THE CAMELOT MERGER WILL BE MERGED WITH AN IN TO CHIPPAC AND EACH OUTSTANDING CHIPPAC SHARE WILL BE CONVERTED IN TO THE RIGHT T O RECEIVE 0.87 STATS ADSS; AND TO COMPLETE AND DO ALL SUCH ACTS AND THINGS TO IMPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENTS AND TO APPROVE ANY AMENDMENT, A LTERATION OR MODIFICATION TO ANY DOCUMENT AS THEY MAY CONSIDER NECESSARY, DESI RABLE OR EXPEDIENT OR IN THE INTEREST OF THE COMPANY TO GIVE EFFECT TO THIS RE SOLUTION AND/OR THE MERGER 2. APPROVE AND ADOPT THE NEW STATS CHIPPAC SUBSTITUTE Management For OPTION PLAN, SUBJECT TO THE AND CONTINGENT UPON THE PASSING OF RESOLUTION 1 AND 3 THROUGH 8 AND 12: A) AP PROVE THE STATS CHIPPAC LTD., SUBSTITUTE SHARE PURCHASE AND OPTION PLAN AND TH E STATS CHIPPAC LTD., SUBSTITUTE EQUITY INCENTIVE PLAN WHICH WILL TAKE EFFECT FROM THE TIME THE MERGER BECOMES EFFECTIVE IN ACCORDANCE WITH THE TERMS AND CO NDITIONS OF THE MERGER AGREEMENT; AND B) AUTHORIZE THE DIRECTORS OF THE COMPAN Y: I) TO ESTABLISH AND ADMINISTER THE STATS CHIPPAC SUBSTITUTE OPTION PLANS IN ACCORDANCE WITH THE PROVISIONS OF THE SUCH STATS CHIPPAC SUBSTITUTE OPTION PL ANS; II) TO MODIFY AND/OR AMEND THE STATS CHIPPAC SUBSTITUTE OPTION PLANS, PRO VIDED SUCH MODIFICATION AND/OR AMENDMENT IS EFFECTED IN ACCORDANCE WITH THE PR OVISIONS OF THE STATS CHIPPAC SUBSTITUTE OPTION PLAN; AND III) TO DO ALL SUCH ACTS AND TO ENTER IN ALL TRANSACTIONS, ARRANGEMENTS AND AGREEMENTS AS MAY BE N ECESSARY OR EXPEDIENT IN ORDER TO GIVE FULL EFFECT TO THE STATS CHIPPAC SUBSTI TUTE OPTION PLAN 3. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For TO AND CONTINGENT UPON THE PAS SING OF RESOLUTIONS 1, 2 AND 4 THROUGH 8 AND 12; A) TO OFFER AND GRANT IN CONN ECTION WITH THE MERGER AND IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMEN T SUBSTITUTE OPTIONS GRANTED PURSUANT TO THE STATS CHIPPAC LTD., SUBSTITUTE SH ARE PURCHASE AND OPTION PLAN 1999 SUBSTITUTE OPTIONS , TO HOLDERS OF THE OPTI ONS THAT ARE OUTSTANDING AND UNEXERCISED IMMEDIATELY PRIOR TO THE EFFECTIVE TI ME AND THAT WERE GRANTED PURSUANT TO THE STATS CHIPPAC INC., 1999 STOCK PURCHA SE AND OPTION PLAN; B) TO OFFER AND GRANT IN CONNECTION WITH THE MERGER AND IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT SUBSTITUTE OPTIONS GRANTED PURSUANT TO THE STATS CHIPPAC LTD., SUBSTITUTE EQUITY INCENTIVE PLAN 2000 SUB STITUTE OPTIONS TOGETHER WITH THE 1999 SUBSTITUTE OPTIONS , TO HOLDERS OF THE OPTIONS THAT ARE OUTSTANDING AND UNEXERCISED IMMEDIATELY PRIOR TO THE EFFECTIV E TIME AND THAT WERE GRANTED PURSUANT TO THE STATS CHIPPAC INC., 2000 EQUITY I NCENTIVE PLAN; C) TO ALLOT AND ISSUE SUCH NUMBER OF NEW ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF THE STATS AS MAY BE REQUIRED TO BE ISSU ED PURSUANT TO THE EXERCISE OF THE STATS SUBSTITUTE OPTIONS; AND D) TO COMPLET E AND DO ALL SUCH ACTS AND THINGS AND TO APPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENTS AND TO APPROVE ANY AMENDMENT, ALTERATION OR MODIFICATION TO ANY DOCU MENT AS THEY MAY DEEM NECESSARY, DESIRABLE OR EXPEDIENT OR IN THE INTERESTS OF THE STATS TO GIVE EFFECT TO THIS RESOLUTION 4. AUTHORIZE THE DIRECTORS OF THE COMPANY, UPON Management For THE PASSING OF RESOLUTIONS 1 THRO UGH 3 AND 5 THROUGH 8 AND 12: A) TO ENTER IN TO ANY SUPPLEMENTAL INDENTURE OR OTHER AGREEMENT IN CONNECTION WITH THE ASSUMPTION BY THE STATS OF CERTAIN OBLI GATIONS OF CHIPPAC PURSUANT TO THE USD 150 MILLION 2.5% CONVERTIBLE SUBORDINAT E NOTES DUE 01 JUN 2008 CHIPPAC 2.5% CONVERTIBLE SUBORDINATED NOTES AND THE USD 50 MILLION 8% CONVERTIBLE SUBORDINATE NOTES DUE 15 JUN 2011 CHIPPAC 8% CO NVERTIBLE SUBORDINATED NOTES AND TOGETHER WITH THE CHIPPAC 2.5% CONVERTIBLE SU BORDINATED NOTES, THE CHIPPAC CONVERTIBLE SUBORDINATED NOTES AS REQUIRED BY T HE RESPECTIVE INDENTURE GOVERNING SUCH CHIPPAC CONVERTIBLE SUBORDINATES NOTES; B) TO ALLOT AND ISSUE, SUCH NUMBER OF NEW ORDINARY SHARES OF PAR VALUE SGD 0. 25 EACH IN THE CAPITAL OF THE STATS UNDERLYING THE STATS ADSS AS MAY BE REQUIR ED TO BE ISSUED PURSUANT TO THE CONVERSION OF THE CHIPPAC CONVERTIBLE SUBORDIN ATE NOTES IN TO THE STATS ADSS FOLLOWING THE MERGER; AND C) TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AND TO APPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENT S AND TO APPROVE ANY AMENDMENT, ALTERATION OR MODIFICATION TO ANY DOCUMENT AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR EXPEDIENT OR IN THE INTERESTS OF THE COMPANY TO EFFECT TO THIS RESOLUTION 5. APPOINT DR. ROBERT W.. CONN AS A DIRECTOR Management For 6. APPOINT MR. DENNIS P. MCKENIA AS A DIRECTOR OF Management For STATS 7. APPOINT MR. R. DOUGLAS NORBY AS A DIRECTOR OF Management For STATS 8. APPOINT DR. CHONG SUP PARK AS A DIRECTOR OF STATS Management For 9. AMEND THE STATS SHARE OPTION PLAN 1999 THE STATS Management Against 1999 OPTION PLAN , SUBJECT T O AND CONTINGENT UPON THE MERGER, PURSUANT TO SECTION 10(B) OF THE STATS 1999 OPTION PLAN, BY INCREASING THE MAXIMUM NUMBER OF ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF THE STATS THAT MAY BE ISSUED UNDER THE STATS 1 999 OPTION PLAN FROM 190 MILLION ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH TO 245 MILLION ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH; AUTHORIZE THE DIRECTO RS OF THE COMPANY, IN ACCORDANCE WITH THE PROVISIONS OF THE STATS 1999 OPTION PLAN, TO OFFER AND GRANT OPTIONS AND TO ALLOT AND ISSUE SUCH NUMBER OF NEW ORD INARY SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF THE STATS AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF ANY OPTIONS OFFERED OR GRANT ED UNDER THE STATS 1999 OPTION PLAN; AND AUTHORIZE THE DIRECTORS OF THE STATS TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AND TO APPROVE, MODIFY AND EXECUTE ALL SUCH DOCUMENTS AND TO APPROVE ANY AMENDMENT, ALTERATION OR MODIFICATION T O ANY DOCUMENT AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR EXPEDIENT OR IN TH E INTERESTS OF THE COMPANY TO EFFECT TO THIS RESOLUTION 10. ADOPT THE NEW STATS EMPLOYEES SHARE PURCHASE Management For PLAN 2004, SUBJECT TO THE CONTING ENT UPON THE CONSUMPTION OF THE MERGER: A) THE STATS EMPLOYEE SHARE PURCHASE P LAN 2004 IS APPROVED; AND B) AUTHORIZE THE DIRECTORS TO: I) ESTABLISH THE STAT S CHIPPAC ESPP; II) ESTABLISH A COMMITTEE OF DIRECTORS OF STATS TO ADMINISTER THE STATS CHIPPAC ESPP IN ACCORDANCE WITH THE PROVISIONS OF THE STATS CHIPPAC ESPP; III) OFFER AND GRANT IN ACCORDANCE WITH THE PROVISIONS OF THE STATS CHIP PAC ESPP RIGHTS TO PURCHASE NEW ORDINARY SHARES OF PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF STATS; IV) ALLOT AND ISSUE SUCH NUMBER OF NEW ORDINARY SHARES O F PAR VALUE SGD 0.25 EACH IN THE CAPITAL OF STATS AS THEY BE REQUIRED TO BE IS SUED PURSUANT TO THE EXERCISE OF ANY RIGHTS TO PURCHASE UNDER THE STATS CHIPPA C ESPP; AND V) AMEND THE STATS CHIPPAC ESPP PROVIDED THAT SUCH MODIFICATIONS A ND/OR AMENDMENT IS EFFECTED IN ACCORDANCE WITH THE PROVISIONS OF THE STATS CHI PPAC ESPP AND TO DO ALL SUCH ACTS AND TO ENTER IN TO ALL SUCH TRANSACTIONS, AR RANGEMENTS AND AGREEMENTS AS MAY BE NECESSARY OR EXPEDIENT IN ORDER TO GIVE FU LL EFFECT TO THE STATS CHIPPAC ESPP 11. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY UNTIL THE CONCLU SION OF THE NEXT AGM OF THE COMPANY AND THE DIRECTORS ARE AUTHORIZED TO FIX TH E REMUNERATION OF THE AUDITORS UPON THE RECOMMENDATION OF THE COMPANY S AUDIT COMMITTEE S.12 APPROVE THE CHANGE OF THE COMPANY NAME TO STATS Management For CHIPPAC LTD., AND THAT NAME IS SUBMITTED WHEREVER THE LATTER NAME APPEARS IN THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM THE EFFECTIVE TIME - ------------------------------------------------------------------------------------------------------------------------------------ FISHER & PAYKEL HEALTHCARE CORPORATION LTD AGM Meeting Date: 08/12/2004 Issuer: Q38992105 ISIN: NZFAPE0001S2 SEDOL: 6340250, 6423968 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management For REPORTS 2.a ELECT MR. ADRIENNE CLARKE AS THE DIRECTOR Management For 2.b ELECT MR. NIGEL EVANS AS THE DIRECTOR Management For 3. APPROVE PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION 4. APPROVE THE REMUNERATION OF THE DIRECTORS IN Management For THE AMOUNT OF NZD600,000 5. ADOPT THE NEW CONSTITUTION Management For 6. APPROVE THE GRANT OF UP TO 55,000 OPTIONS TO Management Against MR. MICHAEL DANIELL, MANAGING DIR ECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY UNDER THE FISHER & PAYKEL HE ALTHCARE 2003 SHARE OPTION PLAN 7. APPROVE THE CANCELLATION OF VESTED OPTIONS ISSUED Management For UNDER DIFFERENT FISHER & PAY KEL OPTION PLANS IN CONSIDERATION FOR THE ISSUE OF SHARES - ------------------------------------------------------------------------------------------------------------------------------------ FISHER & PAYKEL APPLIANCES HOLDINGS LTD AGM Meeting Date: 08/16/2004 Issuer: Q3898H103 ISIN: NZFPAE0001S2 SEDOL: 6421791, 6423957 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE AUDITORS REPORT FOR THE YE 31 MAR 2004 AS IN THE COMPANY S ANNUAL REPORT 1. RE-ELECT MR. RALPH WATERS AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONST ITUTION 2. RE-ELECT MR. NORMAN GEARY AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONST ITUTION 3. RE-ELECT MR. JOHN GILKS AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONSTIT UTION 4. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND THE Management For EXPENSES OF THE PRICEWATERHOUS ECOOPERS AS THE COMPANY S AUDITORS S.5 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For THE COMPANY AND ADOPT THE NEW C ONSTITUTION 6. APPROVE THAT, THE MAXIMUM MONETARY SUM PER ANNUM Management For PAYABLE BY THE COMPANY BY WAY OF THE DIRECTORS FEES TO ALL THE DIRECTORS OF THE COMPANY OTHER THAN THE MAN AGING DIRECTOR AND THE CHIEF EXECUTIVE OFFICER TAKEN TOGETHER BE INCREASED BY NZD 450,000 PER ANNUM, BEING AN INCREASE FROM NZD 450,000 PER ANNUM TO NZD 90 0,000 PER ANNUM AND SUCH SUM TO BE DIVIDED AMONGST THE DIRECTORS, AS THE DIREC TORS FROM TIME TO TIME DEEM APPROPRIATE 7. APPROVE TO ISSUE OF UP TO 300,000 OPTIONS UNDER Management Against THE FISHER & PAYKEL APPLIANCES SHARE OPTION PLAN TO MR. JOHN BONGARD, THE MANAGING DIRECTOR AND THE CHIEF EX ECUTIVE OFFICER OF THE COMPANY 8. APPROVE THE OFFER TO OPTIONHOLDERS TO CANCEL Management For VESTED OPTIONS ISSUED UNDER THE F ISHER & PAYKEL APPLIANCES SHARE OPTION PLAN AND THE FISHER & PAYKEL APPLIANCES NORTH AMERICAN SHARE OPTION PLAN WHETHER ISSUED BEFORE OR ALTER THE DATE O F THIS RESOLUTION IN CONSIDERATION FOR THE ISSUE OF SHARES IN THE COMPANY IN ACCORDANCE WITH THE CANCELLATION OFFER, INCLUDING IN RELATION TO OPTIONS ISSUE D TO MR. JOHN BONGARD THE MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY * PLEASE NOTE THAT THIS IS AN AMENDMENT DUE TO Non-Voting Non-Vote Proposal THE REVISION OF THE CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLE SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ ABN AMRO HOLDING NV EGM Meeting Date: 08/25/2004 Issuer: N0030P459 ISIN: NL0000301109 BLOCKING SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 18 AUG 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. APPROVE THE COMPLIANCE WITH DUTCH CORPORATE GOVERNANCE Management CODE: ISSUE OF FINANCIN G PREFERENCE SHARES; CONDITIONAL CANCELLATION OF THE FINANCING PREFERENCE SHAR ES; AND THE AMENDMENT OF THE ARTICLES OF ASSOCIATION 2. AMEND THE AUTHORIZATION GRANTED TO THE BOARD Management OF MANAGEMENT: A) TO ISSUE ORDINA RY SHARES AND CONVERTIBLE PREFERENCE SHARES OR TO GRANT RIGHTS TO TAKE UP SUCH CLASSES OF SHARES; AND B) TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHTS 3. APPROVE THE CANCELLATION OF THE LISTING OF THE Management ABN AMRO HOLDING N.V. SECURITIE S FROM THE SINGAPORE EXCHANGE - ------------------------------------------------------------------------------------------------------------------------------------ ORACLE CORP JAPAN, TOKYO AGM Meeting Date: 08/25/2004 Issuer: J6165M109 ISIN: JP3689500001 SEDOL: 5813612, 6141680 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 35, FINAL JY 90, SPECIAL JY 0 2 AMEND ARTICLES TO: AUTHORIZE APPOINTMENT OF ALTERNATE Management Against STATUTORY AUDITORS - AUTHORIZE SHARE REPURCHASES AT BOARD S DISCRETION 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 3.4 ELECT DIRECTOR Management For 3.5 ELECT DIRECTOR Management For 3.6 ELECT DIRECTOR Management For 3.7 ELECT DIRECTOR Management For 3.8 ELECT DIRECTOR Management For 4 APPOINT INTERNAL STATUTORY AUDITOR Management For 5.1 APPOINT ALTERNATE STATUTORY AUDITOR Management For 5.2 APPOINT ALTERNATE STATUTORY AUDITOR Management For 6. APPROVE EXECUTIVE STOCK OPTION PLAN Management For - ------------------------------------------------------------------------------------------------------------------------------------ ASML HOLDING NV EGM Meeting Date: 08/26/2004 Issuer: N07059160 ISIN: NL0000334365 BLOCKING SEDOL: 5949368, 5949670 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 19 AUG 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING OF THE MEETING Non-Voting 2.a APPROVE THE RESIGNATION OF A MEMBER OF THE BOARD Management OF MANAGEMENT 2.b APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management 3. TRANSACT ANY OTHER BUSINESS Other 4. CLOSING OF THE MEETING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ ASML HOLDING NV EGM Meeting Date: 08/26/2004 Issuer: N07059160 ISIN: NL0000334365 BLOCKING SEDOL: 5949368, 5949670 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting # 164873 DUE TO A CHANGE IN T HE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED. PL EASE BE ADVISED THAT VOTING IS NOT POSSIBLE ON THE ABOVE AGENDA, ATTENDING THE MEETING IS POSSIBLE FOR ASKING QUESTIONS DURING ANY OTHER BUSINESS. THANK YO U. 1. OPENING OF THE MEETING Non-Voting 2.a APPROVE THE RESIGNATION OF A MEMBER OF THE BOARD Non-Voting OF MANAGEMENT 2.b APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Non-Voting 3. TRANSACT ANY OTHER BUSINESS Non-Voting 4. CLOSING OF THE MEETING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ BERKELEY GROUP PLC AGM Meeting Date: 08/27/2004 Issuer: G10248105 ISIN: GB0000941772 SEDOL: 0094177 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 30 Management For APR 2004, TOGETHER WITH THE REPOR TS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 16.5 PENCE PER ORDINARY Management For SHARE IN RESPECT OF THE YE 30 APR 2004 3. RE-ELECT MR. R. ST. J.H. LEWIS AS A DIRECTOR, Management For WHO RETIRES BY ROTATION 4. RE-ELECT MR. R.C. PERRINS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 5. RE-ELECT MR. H.A. PALMER AS A NON-EXECUTIVE DIRECTOR, Management For WHO RETIRES BY ROTATION 6. RE-ELECT MR. D. HOWELL AS A NON-EXECUTIVE DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS TO SET THEIR REMUNERATION 8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE FYE 30 APR 2004 S.9 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE Management For COMPANY AS THE ARTICLES OF ASSOCI ATION OF THE COMPANY 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY AND ALL EXISTING AUTHORITIES, AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO EXERCISE ALL THE POWERS OF THE COMPANY AND TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF T HE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,410,147; AUTHORITY EXPIRE S AT THE NEXT AGM OF THE COMPANY IN 2005 ; AND THE COMPANY MAY BEFORE SUCH EXP IRY MAKE ANY OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITI ES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT RELEVANT SECUR ITIES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRE D HEREBY HAD NOT EXPIRED S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10, A) TO ALLOT EQUITY SECURITIES SECTION 94(2) OF THE COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10, DISAPPLYING THE STATUTORY PRE-EMP TION RIGHTS SECTION 89(1) ; B) TO SELL RELEVANT SHARES SECTION 94(5) OF THE ACT IN THE COMPANY BEFORE THE SALE OF SUCH SHARES ARE HELD BY THE COMPANY AS TREASURY SHARES SECTION 162A(3) OF THE ACT TREASURY SHARES FOR CASH 162D( 2) OF THE ACT DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) PR OVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES AND TH E SALE OF TREASURY SHARES: I) IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES IN FAVOUR OF HOLDERS OF EQUITY SECURITIES; II) UP TO AN AGGREGATE NOMINAL AMO UNT OF GBP 1,503,735; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN 2005 OR 26 AUG 2005 ; AND THE COMPANY MAY BEFORE SUCH E XPIRY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIE S OR SELL TREASURY SHARES TO BE SOLD AFTER SUCH EXPIRY AND THE DIRECTORS MAY A LLOT EQUITY SECURITIES OR SELL TREASURY SHARES IN PURSUANCE OF SUCH AN OFFER O R AGREEMENT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE ONE OR MORE MARKET PURCHASES SECTION 163 (3) OF THE COMPANIES ACT 1985 OF UP TO 12,029,883 10% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25 PENCE EQUAL TO THE NOMINAL VALUE AND NOT MORE THAN 105% ABOVE THE AVERA GE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCH ANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRE S THE EARLIER OF THE AGM TO BE HELD IN 2005 OR 26 AUG 2005 ; THE COMPANY MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES UNDER THIS AUTHORITY BEFORE THE EXP IRY OF SUCH AUTHORITY AND MAY MAKE A PURCHASE OF ORDINARY SHARES PURSUANT TO A NY SUCH CONTRACT WHICH PURCHASE OR CONTRACT WOULD OR MIGHT BE EXCECUTED EXECUT ED WHOLLY OR PARTLY AFTER THE EXPIRATION OF SUCH AUTHORITY 13. AUTHORIZE THE COMPANY FOR THE PURPOSE OF SECTION Management For 347C OF THE COMPANIES ACT 198 5 TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXP ENDITURE UP TO AN AGGREGATE NOMINAL AMOUNT NOT EXCEEDING GBP 50,000 AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 - ------------------------------------------------------------------------------------------------------------------------------------ INTERBREW SA, BRUXELLES EGM Meeting Date: 08/27/2004 Issuer: B5096U121 ISIN: BE0003793107 BLOCKING SEDOL: 4755317 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. APPROVE THE NEW AUTHORIZED CAPITAL AND THE AMENDMENTS Management TO THE ARTICLES OF ASSOC IATION 2. ACKNOWLEDGEMENT OF DIRECTORS INDEPENDENCE WITHIN Management THE MEANING OF ARTICLE 524 O F THE COMPANIES CODE 3. APPROVE THE CAPITAL INCREASE BY WAY OF ISSUANCE Management OF 141,712,000 NEW ORDINARY SH ARES FURTHER TO A CONTRIBUTION IN KIND WITH CONDITIONAL CLOSING 4. APPROVE THE CONDITIONAL CHANGE OF NAME Management 5. AMEND THE ARTICLES OF ASSOCIATION Management 6. APPROVE THE CONDITIONAL RESIGNATION OF DIRECTORS Management AND CONDITIONAL APPOINTMENT O F DIRECTORS 7. APPROVE THE CONDITIONAL SETTING OF REMUNERATION Management OF ALL DIRECTORS 8. POWERS Management - ------------------------------------------------------------------------------------------------------------------------------------ STAGECOACH GROUP PLC AGM Meeting Date: 08/27/2004 Issuer: G8403M134 ISIN: GB0004146675 SEDOL: 0414667, 5925937 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For ACCOUNTS FOR THE FYE 30 APR 20 04 2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For REPORT FOR THE YE 30 APR 2004 3. DECLARE A FINAL DIVIDEND OF 2.0 PENCE PER SHARE Management For 4. RE-ELECT MR. GRAHAM ECCLES AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. JANET MORGAN AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. ROBERT SPEIRS AS A DIRECTOR OF THE Management For COMPANY 7. RE-ELECT MR. EWAN BROWN AS A DIRECTOR OF THE COMPANY Management For 8. RE-ELECT MR. ANN GLOAG AS A DIRECTOR OF THE COMPANY Management For 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS TO FIX THEIR REMUNERATION S.10 A) APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For OF THE COMPANY FROM GBP 9, 200,000 TO GBP 259,200,000.02 BY THE CREATION OF 1,388,888,889 B SHARES OF 18 PENCE EACH IN THE CAPITAL OF THE COMPANY THE B SHARES AS SPECIFIED IN THE NE W ARTICLES OF ASSOCIATION OF THE COMPANY TO BE ADOPTED PURSUANT TO PARAGRAPH ( B) BELOW; B) ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY; C) AUTHORIZ E THE DIRECTORS OF THE COMPANY, PURSUANT TO SECTION 80 OF THE COMPANIES ACT 19 85, TO ALLOT B SHARES WITH AN AGGREGATE NOMINAL VALUE OF UP TO GBP 250,000,000 .02; AUTHORITY EXPIRES ON 01 JAN 2005 ; D) AUTHORIZE THE DIRECTORS OF THE COM PANY, PURSUANT TO ARTICLE 147 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AD OPTED PURSUANT TO PARAGRAPH (B) ABOVE, TO: I) CAPITALIZE UP TO GBP 250,000,000 .02 BEING PART OF THE AMOUNT STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCO UNT OF THE COMPANY AND TO APPLY SUCH AMOUNT IN PAYING UP IN FULL AT PAR UP TO A MAXIMUM OF 1,388,888,889 B SHARES CREATED PURSUANT TO THIS RESOLUTION; AND II) WITHOUT PREJUDICE TO PARAGRAPH (C) ABOVE, ALLOT THE SAME CREDITED AS FULLY PAID UP TO THE HOLDERS OF ORDINARY SHARES OF 0.5 PENCE EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES IN THE PROPORTION OF 1 B SHARE FOR EACH SUCH OR DINARY SHARE HELD BY THEM AS SPECIFIED; E) SUBJECT TO AND CONDITIONAL UPON THE B SHARES HAVING BEEN ISSUED AND REGISTERED IN THE NAME OF THE PERSONS ENTITLE D THERETO, EVERY ORDINARY SHARE IN ISSUE AS SPECIFIED OR SUCH LATER TIME AND DATE AS THE DIRECTORS OF THE COMPANY MAY DETERMINE THE CONSOLIDATION RECORD TIME BE SUB-DIVIDED INTO 19 SHARES OF 1/38 PENCE EACH IN THE CAPITAL OF THE C OMPANY AND FORTHWITH UPON SUCH SUB DIVISION EVERY 24 SHARES OF 1/38 PENCE EACH RESULTING FROM SUCH SUB-DIVISION BE CONSOLIDATED INTO 1 ORDINARY SHARE OF 12/ 19 PENCE IN THE CAPITAL OF THE COMPANY CONSOLIDATED ORDINARY SHARE WITH EFFE CT FROM THE CONSOLIDATION RECORD TIME PROVIDED THAT NO MEMBER WILL BE ENTITLED TO A FRACTION OF A SHARE AND FRACTIONS OF CONSOLIDATED ORDINARY SHARES ARISIN G OUT OF SUCH CONSOLIDATION WILL BE AGGREGATED AND CONSOLIDATED INTO AS MANY C ONSOLIDATED ORDINARY SHARES AS POSSIBLE AND 1 DEFERRED SHARE CARRYING NO ENTI TLEMENT TO PARTICIPATE IN THE PROFITS OR ASSETS OF THE COMPANY OR RIGHT TO ATT END OR VOTE AT ANY GENERAL MEETING OF THE COMPANY OF SUCH NOMINAL VALUE AS WI LL BE REQUISITE TO ENSURE THAT THE AGGREGATE NOMINAL VALUE OF THE THEN ISSUED SHARE CAPITAL OF THE COMPANY REMAINS CONSTANT AND AUTHORIZE THE DIRECTORS OF T HE COMPANY TO APPOINT A PERSON: I) TO SELL IN THE MARKET THE NUMBER OF CONSOLI DATED ORDINARY SHARES ARISING FROM THE CONSOLIDATION OF SUCH FRACTIONS ON TERM S THAT THE NET PROCEEDS OF SALE ARE RETAINED FOR THE BENEFIT OF THE COMPANY; A ND II) TO TRANSFER THE DEFERRED SHARE TO SUCH PERSON AS THE DIRECTORS MAY DETE RMINE WHO IS WILLING TO ACCEPT THE SAME AND AUTHORIZE THE DIRECTORS OF THE COM PANY TO REGISTER SUCH PERSON AS THE HOLDER OF THE DEFERRED SHARE, AND PROVIDED FURTHER THAT ANY ISSUE AS TO WHAT CONSTITUTES A HOLDING FOR THE PURPOSES OF THIS PARAGRAPH (E)WILL BE DETERMINED CONCLUSIVELY BY THE DIRECTORS OF THE COM PANY; F) SUBJECT TO AND CONDITIONAL UPON THE B SHARES HAVING BEEN ISSUED AND R EGISTERED IN THE NAMES OF THE PERSONS ENTITLED THERETO, ALL ORDINARY SHARES WH ICH ARE UNISSUED AT THE CONSOLIDATION RECORD TIME BE CONSOLIDATED INTO 1 UNDES IGNATED SHARE OF A NOMINAL VALUE EQUAL TO THE AGGREGATE NOMINAL VALUE OF THE O RDINARY SHARES SO CONSOLIDATED AND FORTHWITH ON SUCH CONSOLIDATION THE SAID UN DESIGNATED SHARE BE SUB-DIVIDED INTO CONSOLIDATED ORDINARY SHARES PROVIDED THA T ANY FRACTION OF A CONSOLIDATED ORDINARY SHARE ARISING FROM SUCH-DIVISION WIL L BE CANCELLED; G) ANY AUTHORIZED BUT UNISSUED B SHARES EXISTING FOLLOWING THE CONSOLIDATION RECORD TIME BE CANCELLED AND THE AUTHORIZED BUT UNISSUED CAPITA L OF THE COMPANY BE REDUCED ACCORDINGLY; H) AUTHORIZE THE DIRECTORS OF THE COM PANY TO TAKE SUCH ACTIONS AS THEY MAY DEEM NECESSARY OR EXPEDIENT TO DEAL WITH FRACTIONAL ENTITLEMENTS, LEGAL, OTHER REGULATORY OR PRACTICAL PROBLEMS ARISIN G IN RELATION TO ANY OVERSEAS JURISDICTION, OR THE REQUIREMENTS OF ANY REGULAT ORY BODY AND OTHERWISE TO FURTHER AND GIVE EFFECT TO THE FOREGOING PROVISIONS OF THIS RESOLUTION; I) AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR ANY EXISTI NG AUTHORITY UNDER SECTION 95 OF THE COMPANIES ACT 1985, PURSUANT TO SECTION 9 5(1) OF THAT ACT, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 6, DISAPPLYING THE STATUTORY PRE-EMPTIO N RIGHTS SECTION 89(1) , UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,230,330; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S AGM HELD IN 2005 OR 31 DEC 2005 ; THIS POWER WILL BE LIMITED TO: I) THE ALLOTMENT OF EQUIT Y SECURITIES IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES OPEN FOR ACCEPTA NCE FOR A PERIOD FIXED BY THE DIRECTORS OF THE COMPANY TO THE HOLDERS OF ORDIN ARY SHARES; II) B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 334,549 AND THE CO MPANY MAY AT ANY TIME PRIOR TO THE EXPIRY OF SUCH POWER MAKE AN OFFER OR ENTER INTO AN AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTT ED AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS MAY ALLOT EQUITY SECURITIE S IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF SUCH POWER HAD NOT EXPIRED S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For EXISTING AUTHORITY UNDER SECTIO N 166 OF THE COMPANIES ACT 1985, PURSUANT TO AND IN ACCORDANCE WITH SECTION 16 6 OF THAT ACT, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 1 0% OF THE AGGREGATE NOMINAL AMOUNT OF THE COMPANY S ISSUED ORDINARY SHARE CAPI TAL, THE MINIMUM PRICE WHICH MAY BE PAID FOR ANY SUCH SHARE WILL BE THE NOMINA L AMOUNT OF THE ORDINARY SHARES PURCHASED AND THE MAXIMUM PRICE EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS ; AUTHORITY EXPIRES ON 26 FEB 2006 ; THE COMPANY MAY AT ANY TIME PRIOR TO THE EXPIRY OF SUCH AUTHORITY ENTER INTO A CONTRACT OR CONTRACTS TO PURCHASE SUCH SHARES UNDER SUCH AUTHORITY WHICH WILL OR MIGHT BE EXECUTED WHOLLY OR PARTLY A FTER SUCH EXPIRY AND MAY MAKE A PURCHASE OF SUCH SHARES IN PURSUANCE OF ANY SU CH CONTRACT OR CONTRACTS; SUCH AUTHORITY PURSUANT TO THIS RESOLUTION WILL ALLO W THE COMPANY TO BUY BACK SHARES BOTH FOR CANCELLATION AND TO HOLD AS TREASURY SHARES - ------------------------------------------------------------------------------------------------------------------------------------ BELLSYSTEM24 INC AGM Meeting Date: 08/30/2004 Issuer: J0428S102 ISIN: JP3835750005 SEDOL: 5757453, 6100056 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 85, FINAL JY 5, SPECIAL JY 110 2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - REDUCE Management Against DIRECTORS TERM IN OFFICE - AUTHORIZE SHARE REPURCHASES AT BOARD S DISCRETION 3.1 ELECT DIRECTOR Management Against 3.2 ELECT DIRECTOR Management Against 3.3 ELECT DIRECTOR Management Against 3.4 ELECT DIRECTOR Management For 3.5 ELECT DIRECTOR Management For 3.6 ELECT DIRECTOR Management For 3.7 ELECT DIRECTOR Management For 4.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against 4.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against 5 APPROVE EXECUTIVE STOCK OPTION PLAN Management Against 6 APPROVE RETIREMENT BONUS FOR DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ FRANCE TELECOM SA MIX Meeting Date: 09/01/2004 Issuer: F4113C103 ISIN: FR0000133308 BLOCKING SEDOL: 4617428, 5176177, 5356399, 5897650, B067338 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1. E.1 RECEIVE THE BOARD OF DIRECTORS, THE AUDITORS Management REPORTS AND THE ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF WANADOO BY THE COMPANY; APPROVE THAT THE ABSORB ING COMPANY IS THE OWNER OF ALL OF THE WANADOO COMPANY S SHARES AND IT APPROVE S THE AMALGAMATION-MERGER PROJECT UNDER WHICH IT IS STATED THAT WANADOO SHALL CONTRIBUTE THE TOTAL OF ITS ASSETS, WITH THE CORRESPONDING TAKING OVER OF ALL ITS LIABILITIES AND DECIDES THAT THERE IS NO NEED TO INCREASE THE SHARE CAPITA L; DIFFERENCE BETWEEN THE WANADOO MERGER CONTRIBUTION OF EUR 5,096,874,722.00 AND THE NET BOOK VALUE OF THE 1,499,402,746 WANADOO SHARES THE COMPANY OWNS OF EUR 12,408,378,704.00 REPRESENTS A CAPITAL LOSS ON TRANSFERRED SHARES OF EUR 7,311,593,982.00 WHICH WILL BE REGISTERED IN THE COMPANY ASSET BALANCE SHEET F OR AN AMOUNT OF EUR 7,284,912,358.00; SPECIAL RESERVE ON LONG-TERM CAPITAL GAI NS AND THE REGULATED RESERVES OF EUR 843,735.00 AND EUR 2,046,634.75 SHALL BE REBUILT INTO THE COMPANY S ACCOUNTS BY CHARGING TO THE LEGAL RESERVE ACCOUNT E.O.2 APPROVE RHE COMMITMENTS OF THE RECOVERY BY FRANCE Management TELECOM OF WANADOO S IN RESP ECT OF THE HOLDERS OF THE 27,382,050 STOCK OPTIONS GRANTING TO RIGHT TO SUBSCR IBE WANADOO S SHARES WHICH HAVE STILL NOT BEEN EXERCISED ONCE THE AMALGAMATION -MERGER IS EFFECTIVE, SUBJECT TO THE APPROVAL BY THE HOLDERS AND THE APPROVAL OF THE RESOLUTION 7, THESE SHARES CAN BE FRANCE TELECOM EXISTING SHARES; APPRO VE THE RATIO OF EXCHANGE OF 7 FRANCE TELECOM SHARES FOR 18 WANADOO SHARES AND THE INCREASE IN SHARE CAPITAL SHALL NOT EXCEED EUR 48,000,000.00 BY WAY OF ISS UING 12,000,000 SHARES OF A PAR VALUE OF EUR 4.00 EACH; GRANT ALL POWERS TO TH E BOARD OF DIRECTORS, WITH THE POSSIBILITY OF SUB-DELEGATION, TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.3 APPROVE THAT THE AMALGAMATION-MERGER OF WANADOO Management IS FINAL AND THAT THE SAID COM PANY SHALL BE DISSOLVED IN APPROVAL OF RESOLUTION E.1 E.O.4 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management THE ISSUE OF COMPANY S SHARES WHICH SHALL BE SUBSCRIBED BY CASH OR BY COMPENSATION OF DEBT SECURITIES, GRAN TED TO THE HOLDERS OF THE ORANGE S.A., COMPANY SHARES OR STOCK OPTIONS GRANTIN G THE RIGHT TO SUBSCRIBE OR PURCHASE SHARES, WHO SIGNED A LIQUIDITY CONTRACT W ITH FRANCE TELECOM PROVIDED THAT THE CAPITAL INCREASE RESULTING FROM THE ISSUE OF SHARES IN ACCORDANCE WITH THIS RESOLUTION, SHALL NOT EXCEED THE NOMINAL AM OUNT OF EUR 400,000,000.00 BY WAY OF ISSUING 100,000,000 NEW SHARES OF A PARVA LUE OF EUR 4.00 EACH, THE NOMINAL AMOUNT OF THE CAPITAL INCREASE RESULTING FRO M THE ISSUES OF SHARES OR SECURITIES; AUTHORIZATION IS GIVEN FOR A PERIOD OF 18 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO THE RESOLUTIONS 9, 1 0, 11, 12 AND 13 OF THE GENERAL MEETING OF 25 FEB 2003, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AND NOTABLY, TO CHARGE ALL F EES RESULTING FROM THE ISSUE OF SHARES TO ALL PREMIUMS RESULTING FROM CAPITAL INCREASES, AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS AS ARE REQUIRED TO BR ING THE LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL AFTER EACH INCREASE E.O.5 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management ONE OR IN SEVERAL STAGES, TO THE BENEFIT OF THE COMPANY S MEMBERS OF STAFF OR REPRESENTATIVES, STOCK OPTIONS T HE RIGHT TO SUBSCRIBE OR PURCHASE THE COMPANY S SHARES WITHIN A LIMIT OF 2% OF THE COMPANY S SHARE CAPITAL; AUTHORIZATION IS GIVEN FOR A PERIOD OF 38 MONTH S ; GRANT ALL POWERS TO THE BOARD OF DIRECTORS, WITH THE POSSIBILITY OF SUB-DE LEGATION, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT IES E.O.6 AUTHORIZE THE BOARD OF DIRECTORS, SUBSTITUTING Management THE DELEGATION GIVEN IN RESOLUT ION 12 AT THE COMBINED GENERAL MEETING OF 09 APR 2004, TO INCREASE THE SHARE C APITAL, IN ONE OR IN SEVERAL STAGES AND ON ITS SOLE DECISIONS, BY WAY OF ISSUI NG SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY CAPITAL TO THE BENEFIT OF THE MEMBERS OF THE GROUP FRANCE TELECOM S ENTERPRISE SAVINGS PLAN, OR BY THE DISTRIBUTION OF FREE SHARES, NOTABLY BY WAY OF INCORPORATING INTO THE CAPITAL RESERVES, PROFITS OR SHARE PREMIUMS PROVIDED THAT THE CAPITAL INCREASE BY WAY OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE COMPANY CAPITAL SHALL NOT EXCEED THE NOMINAL AMOUNT OF EUR 1,000,000,000.00 AND THE CAPITAL INCREASE BY WAY OF INCORPORATING INTO THE CAPITAL RESERVES, PROFITS OR SHARE PREMIUMS SHA LL NOT EXCEED THE NOMINAL AMOUNT OF EUR 1,000,000,000.00; AUTHORIZATION IS GI VEN FOR A PERIOD OF 26 MONTHS STARTING FROM THE PRESENT MEETING ; AUTHORIZE TH E BOARD OF DIRECTORS, WITH THE POSSIBILITY OF SUB-DELEGATION, TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AND NOTABLY, TO CHARGE ALL FEES RESULTING FROM THE CAPITAL INCREASES TO ALL PREMIUMS RESULTING FROM SUCH CAPITAL INCREASES, AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS AS ARE R EQUIRED TO BRING THE LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL AFTER EAC H INCREASE O.7 APPROVE THAT CHAIRMAN TAKES THE RECORD OF THE Management AUTHORIZATION GIVEN IN GENERAL M EETING OF 09 APR 2004, WHERE IN THE COMPANY WAS AUTHORIZED TO PURCHASE ITS OWN SHARES, AS PER THE CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 50.00; MINIMUM SEL LING PRICE: EUR 14.50; MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL AND THIS AUTHORIZATION WAS GIVEN FOR A PERIOD OF 18 MONTHS STARTING F ROM 09 APR 2004; AND APPROVE, IN SUBJECT TO THE ADOPTION OF THE RESOLUTIONS 1, 2 AND 5, TO COMPLETE THE AIMS OF THE REPURCHASE PLAN BY USING THE ACQUIRED SH ARES IN ORDER TO ALLOW THE RECOVERY OF FRANCE TELECOM SHARES TO THE HOLDERS OF THE STOCK OPTIONS GRANTING THE RIGHT TO SUBSCRIBE SHARES AND CARRY OUT ANY ST OCK OPTIONS GRANTING THE RIGHT TO PURCHASE SHARES PLAN O.8 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIB ED BY LAW - ------------------------------------------------------------------------------------------------------------------------------------ GKN PLC EGM Meeting Date: 09/01/2004 Issuer: G39004232 ISIN: GB0030646508 SEDOL: 3064650 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE DISPOSAL BY THE COMPANY OF ITS INTEREST Management For IN AGUSTAWESTLAND AND OF R ELATED PROPERTY AND AUTHORIZE THE DIRECTORS TO EXECUTE SUCH DOCUMENTS AND TO T AKE ALL SUCH STEPS AS THEY CONSIDER NECESSARY OR EXPEDIENT TO CARRY OUT THE DI SPOSAL AND TO WAIVE, AMEND, VERY, REVISE OR EXTEND IN ANY CASE TO SUCH EXTENT AS SHALL NOT CONSTITUTE A MATERIAL CHANGE IN THE CONTEXT TO THE DISPOSAL AS A WHOLE ANY OF SUCH TERMS AND CONDITIONS AS THEY MAY CONSIDER TO BE APPROPRIAT E - ------------------------------------------------------------------------------------------------------------------------------------ HOPEWELL HOLDINGS LTD EGM Meeting Date: 09/06/2004 Issuer: Y37129148 ISIN: HK0054007841 SEDOL: 5816956, 6140290 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE: A) THE CONDITIONAL AGREEMENT DATED 14 Management For JUL 2004 ENTERED BETWEEN HOPEWE LL GUANGZHOU-ZHUHAI SUPERHIGHWAY DEVELOPMENT LIMITED HHI WEST HK CO AND GUAN GDONG PROVINCIAL HIGHWAY CONSTRUCTION COMPANY LIMITED WEST ROUTE PRC PARTNER IN RELATION TO AMENDMENTS OF THE SINO-FOREIGN CO-OPERATIVE JOINT VENTURE CONT RACT DATED 05 JAN 2004 BETWEEN THEM THE JV CONTRACT AND THE CONDITIONAL AGRE EMENT DATED 14 JUL 2004 ENTERED INTO BETWEEN HHI WEST HK CO AND WEST ROUTE PRC PARTNER IN RELATION TO AMENDMENTS OF THE ARTICLES OF ASSOCIATION THE JV ARTI CLES OF GUANGDONG GUANGZHOU-ZHUHAI WEST SUPERHIGHWAY COMPANY LIMITED WEST RO UTE JV THE AMENDING AGREEMENTS AND ALL TRANSACTIONS CONTEMPLATED THEREBY; A ND B) THE ENTERING INTO OF ALL SUCH TRANSACTIONS, AGREEMENTS AND ARRANGEMENTS INCLUDING WITHOUT LIMITATION, WITH WEST ROUTE PRC PARTNER AND GUANGDONG PROVI NCIAL COMMUNICATION GROUP COMPANY LIMITED AND THEIR RESPECTIVE SUBSIDIARIES AN D ASSOCIATED COMPANIES AND WITH OTHER CONNECTED PERSONS OF THE COMPANY , AND S IGNING, SEALING, EXECUTION, PERFECTION, PERFORMANCE AND DELIVERY OF ALL SUCH D OCUMENTS BY WEST ROUTE JV, HOPEWELL HIGHWAY INFRASTRUCTURE LIMITED HHI OR AN Y SUBSIDIARY OR JOINTLY CONTROLLED ENTITY OF HHI AS THE DIRECTORS OF HHI MAY D EEM NECESSARY TO GIVE EFFECT TO THE AMENDING AGREEMENTS OR FOR THE IMPLEMENTAT ION OF ALL TRANSACTIONS CONTEMPLATED THEREUNDER, INCLUDING BUT NOT LIMITED TO: 1) AMENDING THE TERMS OF THE AMENDING AGREEMENTS, THE JV CONTRACT AND THE JV ARTICLES AS REQUIRED BY RELEVANT AUTHORITIES IN THE PEOPLE S REPUBLIC OF CHINA PRC AUTHORITIES OR FOR THE PURPOSES OF OBTAINING THE APPROVAL OF PRC AUTHOR ITIES OR TO COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS; 2) ENTERIN G INTO ANY TRANSACTIONS PURSUANT TO, FOR THE PURPOSES OF IMPLEMENTING OR IN CO NNECTION WITH THE AMENDING AGREEMENTS OR THE PHASE OF THE JV CONTRACT IN RELAT ION TO THE AMENDING AGREEMENTS PHASE II WEST ; AND 3) ENTERING INTO ANY TRANS ACTIONS OR ARRANGEMENTS OR DEALING WITH ANY MATTERS RELATED, ANCILLARY OR INCI DENTAL TO: I) THE INVESTMENT IN OR THE PLANNING, DESIGN, CONSTRUCTION, MANAGEM ENT OR OPERATION OF PHASE II WEST; OR II) ANY PROPERTIES, FACILITIES, DEVELOPM ENTS OR INVESTMENTS UNDER OR IN CONNECTION WITH PHASE II WEST OR WHICH MAY BE CARRIED OUT, IMPLEMENTED OR INVESTED IN BY WEST ROUTE JV IN CONNECTION WITH PH ASE II WEST 2. APPROVE: A) THE ENTERING INTO BY WEST ROUTE JV, Management For HOPEWELL HIGHWAY INFRASTRUCTUR E LIMITED HHI OR ANY SUBSIDIARY OR JOINTLY CONTROLLED ENTITY OF HHI OF ANY A GREEMENTS THE PHASE III AGREEMENTS WITH GUANGDONG PROVINCIAL HIGHWAY CONSTRU CTION COMPANY LIMITED WEST ROUTE PRC PARTNER IN CONNECTION WITH THE INVESTME NT IN AND THE PLANNING, DESIGN, CONSTRUCTION AND OPERATION OF A PROPOSED ZHONG SHAN TO ZHUHAI SECTION PHASE ILL WEST, THE DETAILED ROUTE AND ALIGNMENT OF WH ICH TO BE DETERMINED BY THE DIRECTORS OF HHI OF A PROPOSED NETWORK OF DUAL TH REE LANE TOLL-EXPRESSWAYS LINKING GUANGZHOU, ZHONGSHAN AND ZHUHAI THROUGH GUAN GDONG GUANGZHOU-ZHUHAI WEST SUPERHIGHWAY COMPANY LIMITED WEST ROUTE JV , AS M AY BE APPROVED BY THE DIRECTORS OF HHI, INCLUDING BUT NOT LIMITED TO THE FURTH ER AMENDMENT OF THE JOINT VENTURE CONTRACT AND THE ARTICLES OF ASSOCIATION IN RESPECT OF WEST ROUTE JV FOR THE ABOVE PURPOSES, PROVIDED THAT: 1) THE TOTAL A MOUNT OF INVESTMENT FOR PHASE III WEST AS STATED IN THE PHASE III AGREEMENTS D OES NOT EXCEED RMB 4,000,000,000 EXCLUDING LOAN INTEREST INCURRED DURING THE CONSTRUCTION PERIOD AND FUTURE ADJUSTMENTS OF GOVERNMENT CHARGES AND FEES IF ANY AND ANY ADDITIONAL REGISTERED CAPITAL IN WEST ROUTE JV REQUIRED TO BE CO NTRIBUTED BY HHI AND ITS SUBSIDIARIES UNDER THE PHASE III AGREEMENTS DOES NOT EXCEED RMB 700,000,000 WITH THE BALANCE OF THE TOTAL AMOUNT OF INVESTMENT TO B E BORROWED BY WEST ROUTE JV FROM BANKS; 2) THE CONCESSION PERIOD FOR PHASE III WEST SHALL BE 30 YEARS OR SUCH SHORTER PERIOD AS MAY BE APPROVED BY THE RELEV ANT AUTHORITIES OF THE PEOPLE S REPUBLIC OF CHINA AND ACCEPTABLE TO THE DIRECT ORS OF HHI; 3) UPON EXPIRY OF THE CONCESSION PERIOD FOR PHASE III WEST, ALL FI XED ASSETS IN RELATION TO PHASE III WEST WILL BE TRANSFERRED TO THE RELEVANT A UTHORITY IN THE PEOPLE S REPUBLIC OF CHINA AT NIL CONSIDERATION AND WEST ROUTE JV WILL BE DISSOLVED, WITH ANY ASSETS REMAINING AFTER SATISFACTION OF OUTSTAN DING LIABILITIES TO BE DISTRIBUTED TO WEST ROUTE PRC PARTNER AND HOPEWELL GUAN GZHOU-ZHUHAI SUPERHIGHWAY DEVELOPMENT LIMITED HHI WEST HK CO. IN EQUAL SHARE ; 4) ANY AMENDMENTS TO THE SINO-FOREIGN CO-OPERATIVE JOINT VENTURE CONTRACT DA TED 05 JAN 2004 BETWEEN HHI WEST HK CO. AND WEST ROUTE PRC PARTNER AS AMENDED FROM TIME TO TIME OR THE ARTICLES OF ASSOCIATION OF WEST ROUTE JV TO REFLECT SUCH TERMS WILL ONLY BECOME EFFECTIVE UPON APPROVAL OF THE AMENDING AGREEMENT S IN RELATION THERETO BY THE RELEVANT AUTHORITIES IN THE PEOPLE S REPUBLIC OF CHINA; AND 5) THE CONTRIBUTION OF EQUITY AND THE SHARING OF DISTRIBUTABLE PROF ITS FROM THE OPERATION OF WEST ROUTE JV BETWEEN THE JOINT VENTURE PARTNERS OF WEST ROUTE JV IS ON A 50:50 BASIS; B) THE DOING OF ALL SUCH THINGS, ENTERING I NTO ALL SUCH TRANSACTIONS, AGREEMENTS AND ARRANGEMENTS INCLUDING WITHOUT LIMI TATION, WITH WEST ROUTE PRC PARTNER AND GUANGDONG PROVINCIAL COMMUNICATION GRO UP COMPANY LIMITED AND THEIR RESPECTIVE SUBSIDIARIES AND ASSOCIATED COMPANIES AND WITH OTHER CONNECTED PERSONS OF THE COMPANY , AND SIGNING, SEALING, EXECUT ION, PERFECTION, PERFORMANCE AND DELIVERY OF ALL SUCH DOCUMENTS BY WEST ROUTE JV, HHI OR ANY SUBSIDIARY OR JOINTLY CONTROLLED ENTITY OF HHI AS THE DIRECTORS OF HHI MAY CONSIDER NECESSARY OR DESIRABLE OR EXPEDIENT TO GIVE EFFECT TO THE PHASE III AGREEMENTS OR FOR THE IMPLEMENTATION OF ALL TRANSACTIONS CONTEMPLAT ED THEREUNDER, INCLUDING BUT NOT LIMITED TO: 1) ENTERING INTO ANY TRANSACTIONS PURSUANT TO, FOR THE PURPOSES OF IMPLEMENTING OR IN CONNECTION WITH ANY SINO- FOREIGN CO-OPERATIVE JOINT VENTURE CONTRACT IN RELATION TO PHASE III WEST AS MAY BE AMENDED FROM TIME TO TIME ; AND 2) ENTERING INTO ANY TRANSACTIONS OR AR RANGEMENTS OR DEALING WITH ANY MATTERS RELATED, ANCILLARY OR INCIDENTAL TO: 1) THE INVESTMENT IN OR THE PLANNING, DESIGN, CONSTRUCTION, MANAGEMENT OR OPERAT ION OF PHASE III WEST; OR II) ANY PROPERTIES, FACILITIES, DEVELOPMENTS OR INVE STMENTS UNDER OR IN CONNECTION WITH PHASE III WEST OR WHICH MAY BE CARRIED OUT , IMPLEMENTED OR INVESTED IN BY WEST ROUTE JV IN CONNECTION WITH PHASE III WES T; AND C) THAT IF NO PHASE III AGREEMENT IS ENTERED INTO ON OR BEFORE THE DATE WHICH IS ONE YEAR AFTER THE DATE ON WHICH THIS RESOLUTION IS PASSED THEN THIS RESOLUTION SHALL BE AUTOMATICALLY REVOKED - ------------------------------------------------------------------------------------------------------------------------------------ VEDIOR NV, AMSTERDAM EGM Meeting Date: 09/07/2004 Issuer: N9202Y107 ISIN: NL0000390854 SEDOL: 5205361, 5869585, B02P0N5 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS SHARES HAVE NO VOTING RIGHTS. Non-Voting THANK YOU 1. OPENING Non-Voting 2. APPROVE THE BEST PRACTICE REGULATIONS OF THE Non-Voting CORPORATE GOVERNANCE CODE 3. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ DIXONS GROUP PLC AGM Meeting Date: 09/08/2004 Issuer: G27806101 ISIN: GB0000472455 SEDOL: 0047245, 5923908 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT AND THE FINANCIAL Management For STATEMENTS FOR THE 52 WEEKS EN DED 01 MAY 2004 AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 5.000 PENCE PER ORDINARY Management For SHARE FOR THE 52 WEEKS EN DED 01 MAY 2004 3. RE-APPOINT MR. KEVIN O BYRNE AS A DIRECTOR Management For 4. RE-APPOINT SIR. JOHN COLLINS AS A DIRECTOR Management For 5. RE-APPOINT MR. COUNT ERNMANUEL D AANDRE AS A Management For DIRECTOR 6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY 7. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITORS IN ACCORDANC E WITH THE COMPANIES ACT 1985 8. APPROVE THE REMUNERATION REPORT FOR 52 WEEKS Management For ENDED 01 MAY 2004 S.9 AMEND THE ARTICLES OF ASSOCIATION AS: BY ADDING Management For THE WORDS IN ARTICLE 2; BY REN UMBERING ARTICLE 8 AS ARTICLE 8(A); BY ADDING THE SENTENCE IN ARTICLE 11; BY A DDING THE SENTENCE IN ARTICLE 66(C); AND BY ADDING THE SENTENCE IN ARTICLE 129 10. APPROVE THE ORDINARY REMUNERATION OF THE DIRECTORS Management For BE INCREASED FROM A MAXIMUM OF GBP 500,000 PER ANNUM TO A MAXIMUM OF GBP 750,000 PER ANNUM IN AGGREGATE 11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 11(B)(II) OF THE COMPANY S ARTICLE OF ASSOCIATION AUTHORITY EXPIRES THE EARLIER OF THE AGM IN 2005 OR ON 07 DEC 2005 AND SECTION 89 AMOUNT WILL BE GBP 2,735,880 AN D THE SALE OF TREASURY SHARES WILL BE TREATED AS AN ALLOTMENT OF EQUITY SECURI TIES FOR THE PURPOSE OF ARTICLE 11 S.12 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For ON THE DIRECTORS BY ARTICLE 11( B)(II) OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDI NG EARLIER OF THE AGM IN 2005 OR 07 DEC 2005 AND FOR SUCH PERIOD THE SECTION 8 9 AMOUNT WILL BE GBP 2,435,880 AND THAT THE SALE OF TREASURY SHARES WILL BE TR EATED AS AN ALLOTMENT OF EQUITY SECURITIES FOR THE PURPOSES OF ARTICLE 11; THE DIRECTORS SEEKING AUTHORITY UNDER RESOLUTION 12 TO ALLOT SHARES UP TO AN AGGR EGATE NOMINAL VALUE OF GBP 2,435,880 5% OF ISSUED SHARE CAPITAL OF THE COMPAN Y ON 23 JUN 2004 FOR CASH OTHER THAN TO EXISTING SHAREHOLDERS IN PROPORTION T O THEIR SHAREHOLDINGS, IN ADDITION IF THE COMPANY HAS PURCHASED ITS OWN SHARES AND HOLDS THEM IN TREASURY THIS RESTRICTION WOULD GIVE THE DIRECTORS POWER TO SELL THESE SHARES FOR CASH TO PERSONS OTHER THAN EXISTING SHAREHOLDERS, SUBJE CT TO THE SAME LIMIT THAT WOULD APPLY TO ISSUES OF SHARES FOR CASH TO THESE IF GIVEN THE AUTHORITY WILL TERMINATE NO LATER THAN 15 MONTHS AFTER THE AGM; THE DIRECTORS HAVE NO PRESENT INTENTION OF ALLOTTING SHARES OTHER THAN AS REQUIRE D IN RELATION TO THE EXERCISE OF OPTIONS UNDER THE COMPANY S EMPLOYEE SHARE OP TION SCHEME; THEY INTEND TO SEEK RENEWAL AT EACH AGM OF THE POWERS CONFERRED B Y RESOLUTIONS 11 AND 12 S.13 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 194 MILLION ORDI NARY SHARES OF 2.5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHI CH WILL BE PAID FOR A SHARE EXCLUSIVE OF EXPENSES IS ITS NOMINAL VALUE AND N OT MORE THAN 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR ORDINARY, FOR TH E 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR 30 SEP 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLL Y OR PARTLY AFTER SUCH EXPIRY 14. APPROVE THE CHANGES TO THE RULES OF THE DIXONS Management For GROUP PLC APPROVED EMPLOYEE SHA RE OPTION SCHEME 2000 THE APPROVED SCHEME AND THE DIXONS GROUP PLC UNAPPROVE D EMPLOYEE SHARE OPTION SCHEME 2000 THE APPROVED SCHEME 15. AUTHORIZE THE DIRECTORS TO GRANT OPTIONS TO FRENCH Management For EMPLOYEES UNDER THE DIXONS GROUP UNAPPROVED EMPLOYEE OPTION SCHEME 2000 THE UNAPPROVED SCHEME AS SPECIF IED - ------------------------------------------------------------------------------------------------------------------------------------ MEDIOLANUM SPA EGM Meeting Date: 09/08/2004 Issuer: T66932111 ISIN: IT0001279501 BLOCKING SEDOL: 5535198, 5851708 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AMEND THE STATUTE Management - ------------------------------------------------------------------------------------------------------------------------------------ OCE NV, VENLO EGM Meeting Date: 09/08/2004 Issuer: 674627104 ISIN: NL0000354934 BLOCKING SEDOL: 5446751, 5447033, 5447044 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING OF THE MEETING Non-Voting 2. ADOPT THE REMUNERATION POLICY OF THE BOARD OF Management MANAGEMENT AND APPROVE THE LONG TERM EQUITY PLAN 3. AMEND THE ARTICLES OF ASSOCIATION Management 4. ANNOUNCEMENTS, ANY OTHER BUSINESS AND CLOSING Other OF THE MEETING - ------------------------------------------------------------------------------------------------------------------------------------ BENETTON GROUP SPA, PONZANO EGM Meeting Date: 09/09/2004 Issuer: T1966F139 ISIN: IT0003106777 BLOCKING SEDOL: 7128563, B0203F3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 10 SEP 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU 1. AMEND THE ARTICLES 3,8,9,14,16 AND 19 OF THE Management BY-LAWS; THE RESOLUTIONS RELATED THERETO 2. AUTHORIZE THE BOARD OF DIRECTORS, AS PER ARTICLE Management 2443 OF THE ITALIAN CIVIL COD E, TO INCREASE THE STOCK CAPITAL, IN ONE OR MORE INSTALMENTS, IN FIVE YEARS TE RM AND WITHOUT OPTION RIGHT, UP TO A MAXIMUM AMOUNT OF EUR 6,500,000.00 BY ISS UING A MAXIMUM NUMBER OF 5,000,000 NEW ORDINARY SHARES, TO BE RESERVED TO THE COMPANY AND CONTROLLED COMPANIES EMPLOYEES STOCK OPTION PLAN; AMEND THE ARTIC LE 5 OF THE BY-LAWS; THE RESOLUTIONS RELATED THERETO - ------------------------------------------------------------------------------------------------------------------------------------ ROYAL & SUN ALLIANCE INSURANCE GROUP PLC EGM Meeting Date: 09/09/2004 Issuer: G8566X133 ISIN: GB0006616899 SEDOL: 0661689, 5688746, B01DQ10 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE DISPOSAL OF THE UK LIFE OPERATIONS Management For OF ROYAL & SUN ALLIANCE TO RESO LUTION LIFE LIMITED THE DISPOSAL , SUBJECT TO THE CONDITIONS OF THE SALE AGRE EMENT DATED 30 JUL 2004 AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR ANY DUL Y CONSTITUTED COMMITTEE THEREOF TO MAKE ANY NON-MATERIAL AMENDMENT, VARIATION , WAIVER OR EXTENSION TO THE TERMS OR CONDITIONS OF THE DISPOSAL WHICH THE DIR ECTORS CONSIDER REASONABLE AND IN THE BEST INTERESTS OF SHAREHOLDERS AS A WHOL E AND TO DO ALL SUCH OTHER THINGS AS THEY MAY CONSIDER NECESSARY, EXPEDIENT OR DESIRABLE IN CONNECTION WITH THE DISPOSAL - ------------------------------------------------------------------------------------------------------------------------------------ TELECOM ITALIA MEDIA SPA, TORINO EGM Meeting Date: 09/10/2004 Issuer: T92765121 ISIN: IT0001389920 BLOCKING SEDOL: 5843642, 5846704, 7184833, B01DRM8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 13 SEP 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE STOCK CAPITAL INCREASE BY ISSUING Management FROM A MINIMUM NUMBER OF 473,566 ,962 TO A MAXIMUM NUMBER OF 591,958,700 ORDINARY SHARES FACE VALUE EUR 0.03 AND FROM A MINIMUM NUMBER OF 7,940,702 TO A MAXIMUM NUMBER OF 9,925,875 SAVING SHARES FACE VALUE EUR 0.03 TO BE RESERVED TO SHAREHOLDERS; AMEND ARTICLE 5 OF THE BY-LAW ACCORDINGLY; RESOLUTION RELATED THERE TO - ------------------------------------------------------------------------------------------------------------------------------------ CENTRO PROPERTIES GROUP EGM Meeting Date: 09/13/2004 Issuer: Q22273132 ISIN: AU000000CEP9 SEDOL: 6085915 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ROLLOVER Management For 2. APPROVE THE FUTURE MERGER WITH CMCS28 Management For 3. APPROVE THE FUTURE EQUITY RAISING Management For - ------------------------------------------------------------------------------------------------------------------------------------ MARCONI CORP PLC, LONDON AGM Meeting Date: 09/13/2004 Issuer: G5812N125 ISIN: GB0033354423 SEDOL: 3335442 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS THEREON , FOR THE YE 31 MAR 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 MAR 2004 3. RE-APPOINT MR. D.F. MCWILLIAMS AS A DIRECTOR Management For OF THE COMPANY 4. RE-APPOINT MR. P.S. BINNING AS A DIRECTOR OF Management For THE COMPANY 5. RE-APPOINT MR. P.C.F. HICKSON AS A DIRECTOR OF Management For THE COMPANY 6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY 7. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7.1 OF THE COMPANY S ARTIC LES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL AMOUN T OF GBP 16,668,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE N EXT AGM OF THE COMPANY OR 13 DEC 2005 ; AND ALL PREVIOUS UNUTILIZED AUTHORITIE S UNDER SECTION 80 OF THE COMPANIES ACT 1985 SHALL CEASE TO HAVE EFFECT SAVE TO THE EXTENT THAT THE SAME ARE EXERCISABLE PURSUANT TO SECTION 80(7) OF THE C OMPANIES ACT 1985 BY REASON OF ANY OFFER OR AGREEMENT MADE PRIOR TO THE DATE O F THIS RESOLUTION WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOT TED ON OR AFTER THAT DATE S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7.2 OF THE COMPANY S ARTIC LES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES FOR CASH WITH SECTION 94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURI TIES: A) IN CONNECTION WITH A RIGHTS ISSUE; B) HAVING NOMINAL AMOUNT NOT EXCEE DING IN AGGREGATE GBP 2,500,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUS ION OF THE NEXT AGM OF THE COMPANY OR 13 DEC 2005 ; AND ALL PREVIOUS AUTHORITI ES UNDER SECTION 95 OF THE COMPANIES ACT 1985 SHALL CEASE TO HAVE EFFECT S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 20,000,000 ORDINARY SHARES 10% OF THE ISSUED SHARE CAPITAL OF 25P EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PR ICE OF 25P PER ORDINARY SHARE IN EACH CASE EXCLUSIVE OF EXPENSES AND ADVANCE CORPORATION TAX IF ANY PAYABLE BY THE COMPANY AND AN AMOUNT EQUAL TO 105% O F THE AVERAGE OF THE MIDDLE MARKET PRICES FOR ORDINARY SHARES IN THE LONDON ST OCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE O F PURCHASE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM O F THE COMPANY OR 13 DEC 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONT RACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTL Y AFTER SUCH EXPIRY 11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347 OF THE COMPANIES ACT 198 5 THE ACT , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN TH E ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL E XPENDITURE, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL , DURING THE PERIOD OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 12. AUTHORIZE THE MARCONI COMMUNICATIONS LIMITED Management For A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , T O MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXC EEDING GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURING THE P ERIOD OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 13. AUTHORIZE THE ALBANY PARTNERSHIP LIMITED A WHOLLY Management For OWNED SUBSIDIARY OF THE COMP ANY, IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , TO MA KE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEEDI NG GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DEF INED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIO D OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 14. AUTHORIZE THE MARCONI COMMUNICATIONS GMBH A WHOLLY Management For OWNED SUBSIDIARY OF THE COM PANY, IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , TO M AKE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEED ING GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DE FINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERI OD OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 15. AUTHORIZE THE MARCONI MONTAGE & INBETRIEBNAHME Management For GMBH A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDIT URE, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURIN G THE PERIOD OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 16. AUTHORIZE THE MARCONI COMMUNICATIONS SPA A WHOLLY Management For OWNED SUBSIDIARY OF THE COMP ANY, IN ACCORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , TO MA KE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEEDI NG GBP 50,000 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DEF INED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIO D OF 4 YEARS BEGINNING WITH THE DATE OF THIS RESOLUTION 17. AUTHORIZE THE MARCONI SUD SPA A WHOLLY OWNED Management For SUBSIDIARY OF THE COMPANY, IN ACC ORDANCE WITH SECTION 347 OF THE COMPANIES ACT 1985 THE ACT , TO MAKE DONATION S TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,0 00 PER ANNUM IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED IN THE ACT, NOT EXCEEDING GBP 50,000 PER ANNUM IN TOTAL, DURING THE PERIOD OF 4 YEAR S BEGINNING WITH THE DATE OF THIS RESOLUTION 18. APPROVE: A) THE MARCONI SHARESAVE PLAN THE SHARESAVE Management For PLAN SUBJECT TO ANY AM ENDMENTS REQUIRED BY THE INLAND REVENUE IN ORDER TO OBTAIN APPROVAL TO THE SHA RESAVE PLAN UNDER THE INCOME TAX EARNINGS AND PENSIONS ACT 2003; B) THAT THE DIRECTORS OF THE COMPANY BE AUTHORIZED TO DO ALL ACTS AND THINGS WHICH THEY M AY CONSIDER NECESSARY OR EXPEDIENT FOR THE PURPOSES OF IMPLEMENTING AND GIVING EFFECT TO THE SHARESAVE PLAN; AND C) THAT THE DIRECTORS OF THE COMPANY BE AUT HORIZED TO ESTABLISH FURTHER SHARE PLANS BASED ON THE SHARESAVE PLAN FOR THE B ENEFIT OF EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES AS DEFINED IN THE COMP ANIES ACT 1985 RESIDENT OUTSIDE THE UNITED KINGDOM MODIFIED TO TAKE ACCOUNT O F LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROV IDED THAT ANY ORDINARY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS MUST BE TREATED AS COUNTING AGAINST ANY INDIVIDUAL OR OVERALL LIMITS CONTAINED IN THE SHARESAVE PLAN * PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal REVISED WORDING OF THE RESOLUTI ONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ BANCA ANTONIANA POPOLARE VENETA SPA, PADOVA EGM Meeting Date: 09/14/2004 Issuer: T1211K107 ISIN: IT0003270102 BLOCKING SEDOL: 7340817, B06MTF7 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 15 SEP 2004 (AND A THIRD CALL ON 16 SEP 2004). CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. AMEND ARTICLE 2 TERM OF OFFICE , ARTICLE 3 Management LEGAL SEAT AND BRANCHES , ARTICLE 5 STOCK CAPITAL , ARTICLE 9 MEETING CALLS , ARTICLE 10 MEETING TYPES , ART ICLE 11 SHAREHOLDERS MEETINGS PARTICIPATION AND REPRESENTATIVES , ARTICLE 12 SHAREHOLDERS MEETINGS CHAIRMANSHIP , ARTICLE 15 SHAREHOLDERS MEETINGS MIN UTES , ARTICLE 16 BOARD OF DIRECTORS COMPOSITION AND THEIR APPOINTMENT , ARTI CLE 17 DIRECTORS REPLACEMENT , ARTICLE 18 DIRECTORS TASKS , ARTICLE 19 BOAR D OF DIRECTORS CHAIRMAN POWER , ARTICLE 21 BOARD OF DIRECTORS CALLS , ARTICLE 22 BOARD OF DIRECTORS RESOLUTIONS , ARTICLE 24 BOARD OF DIRECTORS POWER , A RTICLE 25 EXECUTIVE COMMITTEE , ARTICLE 26 POWER OF ATTORNEY , ARTICLE 27 I NTERNAL AUDITORS , ARTICLE 28 INTERNAL AUDITORS TERM OF OFFICE), ARTICLE 29 INTERNAL AUDITORS CALLS AND POWER , ARTICLE 30 GENERAL MANAGEMENT OF THE BY- LAW AND INTRODUCE THE NEW ARTICLE 32 ON ACCOUNTING CONTROL; APPROVE THE CONSEQ UENT ARTICLES RENUMBERING; AMEND THE CURRENT ARTICLE 32 POWERS OF SIGNATURE AND DELETE THE CURRENT ARTICLE 38 TEMPORARY REGULATION AND RESOLUTION RELATE D THERE TO AND POWER BESTOWAL - ------------------------------------------------------------------------------------------------------------------------------------ LUXOTTICA GROUP SPA, MILANO MIX Meeting Date: 09/14/2004 Issuer: T6444Z110 ISIN: IT0001479374 BLOCKING SEDOL: 4800659 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 16 SEP 2004.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU O.1 APPROVE TO STATE 12 AS A BOARD OF DIRECTORS Management NUMBER; AND APPOINT THE CO-OPTED DIRECTOR ON 27 JUL 2004 AND APPOINT OTHER 3 BOARD OF DIRECTORS MEMBERS O.2 APPROVE TO STATE THE BOARD OF DIRECTORS EMOLUMENTS Management FROM 01 SEP 2004 TILL THE APPROVAL OF THE BALANCE SHEET REPORT AS OF 31 DEC 2004 O.3 APPROVE THE MEETING REGULATIONS Management E.1 APPROVE TO WRITE OFF THE 2 SUB-SECTIONS OF THE Management ARTICLE 32 OF THE BYLAWS; AND R ESOLUTIONS RELATED THERETO - ------------------------------------------------------------------------------------------------------------------------------------ ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE AGM Meeting Date: 09/15/2004 Issuer: B26882165 ISIN: BE0003775898 BLOCKING SEDOL: 5806225, 5821154 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS, Management THE REPORT OF STATUTORY A UDITOR AND THE REPORT OF THE WORKS COUNCIL 2. APPROVE: A) THE ANNUAL ACCOUNTS OF THE COMPANY Management CLOSED ON 31 MAR 2004; AND B) T HE ANNUAL CONSOLIDATED ACCOUNTS OF THE COLRUYT GROUP CLOSED ON 31 MAR 2004 3. APPROVE: A.1) THE REPORT OF THE BOARD OF DIRECTORS Management OF 28 JUN 2004 ON A DIVIDEN D PAYMENT IN THE FORM OF SHARES OF N.V. DOLMEN COMPUTER APPLICATIONS; A.2) THE DECISION TO GRANT 1 N.V. DOLMEN COMPUTER APPLICATIONS SHARE IN EXCHANGE FOR 9 NO. 5 COUPONS; B) THE DECISION TO GRANT A GROSS DIVIDEND OF 2 EUR PER SHARE I N EXCHANGE FOR COUPON NO.6 4. APPROVE THE DISTRIBUTION OF PROFITS: A) OF ORDINARY Management DIVIDEND: COUPON NO.6; B) THE ADDITIONAL DIVIDEND: 1 DOLMEN COMPUTER APPLICATIONS SHARE IN EXCHANGE FOR 9 NO. 5 COUPONS OF THE COLRUYT SHARES THE DEFINITIVE VALUATION WILL BE DETERMI NED ON 21 SEP 2004 ON THE BASIS OF THE PRICE OF THE DOLMEN COMPUTER APPLICATIO NS SHARE IN THE PRICE LIST OF 20 SEP 2004 OFFICIAL JOURNAL 20 SEP 2004 5. APPROVE THAT THE DISTRIBUTION OF PROFITS TO THE Management EMPLOYEES OF THE COMPANY, WHO HAVE OPTED FOR RECEIVING THEIR PARTICIPATION IN THE PROFITS REFERRED TO IN RES OLUTION 4, IN THE FORM OF SHARES, SHALL BE PAID WITH THE OWN SHARES OF N.V. ET N. FR. COLRUYT REPURCHASED BY THE COMPANY 6. GRANT DISCHARGE TO THE DIRECTORS Management 7. GRANT DISCHARGE TO THE STATUTORY AUDITOR Management 8. RE-APPOINT THE STATUTORY AUDITOR Management 9. APPROVE THE REMUNERATION OF THE STATUTORY AUDITOR Management 10. RE-APPOINT THE MANDATE AS A DIRECTOR OF MR. JEF Management COLRUYT FOR THE TERM OF 6 YEAR S; AUTHORITY EXPIRES AT THE END OF YEAR 2010 11. ANY OTHER BUSINESS Other - ------------------------------------------------------------------------------------------------------------------------------------ JAMES HARDIE INDUSTRIES NV AGM Meeting Date: 09/15/2004 Issuer: N4723D104 ISIN: AU000000JHX1 SEDOL: 6412977 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN ANNUAL INFORMATION Non-Voting MEETING. THANK YOU. * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU 1. RECEIVE AND ADOPT THE ANNUAL ACCOUNTS OF THE Non-Voting COMPANY FOR THE FYE 31 MAR 2004 A ND PUBLISH IN THE ENGLISH LANGUAGE 2. RE-APPOINT MR. J.D. BARR AS THE MEMBER OF THE Non-Voting SUPERVISORY AND JOINT BOARDS, WH O RETIRES IMMEDIATELY FOLLOWING THIS AGM 3. APPROVE THE ISSUE OF ORDINARY SHARES IN THE COMPANY Non-Voting TO MR. J.D. BARR ON THE TE RMS OF THE COMPANY S SUPERVISORY BOARD SHARE PLAN 4. AUTHORIZE THE MANAGING BOARD IRREVOCABLY TO CAUSE Non-Voting THE COMPANY TO ACQUIRE SHARE S IN THE CAPITAL OF THE COMPANY FOR VALUABLE CONSIDERATION WITHIN THE PRICE RA NGE AS SPECIFIED FOR 18 MONTHS, WHETHER AS AN ON OR OFF FINANCIAL MARKET PURCH ASE AND UP TO THE MAXIMUM NUMBER OF SHARES AS PERMITTED BY DUTCH LAW - ------------------------------------------------------------------------------------------------------------------------------------ STE AIR FRANCE, ROISSY CHARLES DE GAULLE MIX Meeting Date: 09/15/2004 Issuer: F1768D113 ISIN: FR0000031122 BLOCKING SEDOL: 4916039, 5573347, B010YS4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ O.1 RECEIVE THE BOARD OF DIRECTORS REPORT, THE GENERAL Management AUDITORS REPORT AND APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR THE FY 2003 & 2004 O.2 RECEIVE THE BOARD OF DIRECTORS REPORT, THE GENERAL Management AUDITORS REPORT AND APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FY 2003 & 2004 O.3 ACKNOWLEDGE THAT FOR THE FY 2003 & 2004, THE Management LOSS IS EUR 425,558,365.42; BALAN CE CARRIED FORWARD: SAME AMOUNT AND APPROVE TO CHECK THE ACCOUNT BALANCE BROUG HT FORWARD BY DEBIT AT THE LEVEL OF 245,967,889.61 ON THE ACCOUNT OTHER RESERV ES AT THE LEVEL OF 206,590,475.81 ON THE ACCOUNT SHARE PREMIUMS GLOBAL DIVIDEN D: EUR 13,347,410.35; NET DIVIDEND PER SHARE: EUR 0.05; FRENCH TAX CREDIT: EUR 0.025 O.4 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management WITH THE PROVISIONS OF ARTI CLE L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL LAW O.5 AUTHORIZE THE DIRECTOR, ACCORDING TO THE ARTICLE Management L. 225-209 OF THE COMMERCIAL LAW, TO BUY IN ONE OR SEVERAL TIMES THE OWN SHARES OF THE COMPANY IN LIMIT OF 5% OF THE SHARE CAPITAL AND THE ASSEMBLY FIXES TO EUR 25 THE MAXIMAL PRICE OF PURCHASE; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS AND CANCELS AND REPLAC ES THAT PREVIOUSLY GIVEN BY AT THE MEETING ON 1 JUL 2003 O.6 RENEW THE TERM OF OFFICE OF CABINET DELOITTE Management TOUCHE TOHMATSU AS THE STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS O.7 RENEW THE TERM OF OFFICE OF B.E.A.S. AS THE DEPUTY Management AUDITOR FOR A PERIOD OF 6 Y EARS O.8 RATIFY THE COOPTATION OF MR. M. GIANCARLO CIMOLI Management AS A DIRECTOR FOR A PERIOD OF 6 YEARS O.9 ELECT A DIRECTOR REPRESENTING THE WAGE EARNERS Management SHAREHOLDERS OF THE TECHNICAL C REWS O.10 ELECT A DIRECTOR REPRESENTING THE WAGE EARNERS Management SHAREHOLDERS OF THE OTHER STAFF S E.11 APPROVE IN ALL ITS DISPOSAL THE TREATY OF PARTIAL Management CONTRIBUTION OF ASSET WITH A IR FRANCE AIRLINE COMPANY TO BE PAID BY FORGIVENESS BY AIR FRANCE - AIRLINE CO MPANY OF 126,668,775 NEW SHARES ALLOCATED TO COMPANY AIR FRANCE E.12 APPROVE THE GLOBAL AMOUNT OF THE PREMIUM OF CONTRIBUTION Management AMOUNTING TO EUR 1,15 8,974,511.16 E.13 ACKNOWLEDGE THAT THE PARTIAL CONTRIBUTION OF Management ASSET ACTIVE PERSON WILL BE REA LIZED FOR GOOD ONLY AT THE CONCLUSION OF THE EGM OF AIR FRANCE-AIRLINE COMPANY E.14 APPROVE TO SUPPRESS ARTICLE 20, TO INSERT A NEW Management ARTICLE 28 AND RE-NUMBER ARTIC LES 21-36 AND TO AMEND THE ARTICLE OF ASSOCIATION S NUMBER 2, 3, 17, 20, 23, 2 4, 28 O.15 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIB ED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ THOMSON MIX Meeting Date: 09/15/2004 Issuer: F91823108 ISIN: FR0000184533 BLOCKING SEDOL: 5802375, 5988930, 5994012, 7165537, B030QW0, B03XP44 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ E.1 APPROVE TO ISSUE OUT OF FRANCE A SUBORDINATE Management BOND ISSUE TO BE SUBSCRIBED BY CA SH AND BY COMPENSATION OF DEBT SECURITIES, OF A NOMINAL VALUE OF USD 499,999,4 40.00 ABOUT EUR 403,974,662.00 ON THE EXCHANGE RATE BASIS OF 1,2377 IN FORCE ON 20 JUL 2004 REPRESENTED BY 23,084 BONDS OF A NOMINAL VALUE OF USD 21,660.0 0 EACH, CONVERTIBLE AND EXCHANGEABLE INTO 23,084,000 NEW SHARES OR EXISTING CO MPANY S SHARES OF A PAR VALUE OF EUR 3.75; THE NOMINAL AMOUNT OF THE BOND ISSU E WILL AFFECT THE LIMIT OF EUR 2,000,000,000.00 AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINED GENERAL MEETING OF 07 MAY 2004; APPROVE TO CANCEL THE BOND SH AREHOLDERS PRE-EMPTIVE RIGHT OF SUBSCRIPTION TO THE PROFIT OF SILVER LAKE PAR TNERS AFFILIATED FUNDS CALLED SLP I TSA L.L.C., SLP II TSA L.L.C. AND SLP AFL TSA L.L.C.; GRANT AUTHORITY TO INCREASE THE CAPITAL AND THE ISSUE OF SHARES R ESULTING FROM THE CONVERSION OF BONDS, OF EUR 86,565,000.00, WHICH CORRESPONDS TO THE ISSUE OF A MAXIMUM OF 23,084,000 NEW SHARES THIS INCREASE WILL AFFECT THE LIMIT OF EUR 250,000,000.00 AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINE D GENERAL MEETING OF 07 MAY 2004 ; AND AUTHORIZE THE MANAGING DIRECTOR, FOR A PERIOD OF 18 MONTHS STARTING FROM THE PRESENT MEETING, WITH THE POSSIBILITY OF DELEGATION, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES E.2 GRANT AUTHORITY TO PROCEED, IN FRANCE OR ABROAD Management AND IN ONE OR IN SEVERAL STAGE S, WITH THE ISSUE, WITHOUT THE BOND SHAREHOLDERS PRE-EMPTIVE RIGHT OF SUBSCRI PTION TO THE PROFIT OF SHAREHOLDERS WHO HAVE PURCHASED OR SUBSCRIBED COMPANY S SHARES BEFORE 30 JUN 2002, OF EQUITY WARRANTS OR WARRANTS GIVING THE RIGHT TO PURCHASE COMPANY S SHARES, WHICH SHALL GIVE THE RIGHT TO SUBSCRIBE NEW OR PUR CHASE EXISTING COMPANY S SHARES FOR A MAXIMUM NOMINAL AMOUNT OF EUR 56,250,000 .00, WHICH CORRESPONDS TO A GLOBAL LIMIT OF 15,000,000 NEW SHARES TO BE SUBSCR IBED. THIS AMOUNT WILL AFFECT THE LIMIT AIMED AT RESOLUTION 22 ADOPTED BY THE COMBINED GENERAL MEETING OF 07 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO P ROCEED, IN FRANCE OR ABROAD, WITH ISSUES WITHIN A LIMIT OF 15,000,000 SHARES AUTHORITY EXPIRES AT THE END OF 18 MONTHS STARTING FROM THE PRESENT MEETING ; AND AUTHORIZE THE BOARD OF DIRECTORS, WITH THE POSSIBILITY OF SUB-DELEGATION, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.3 AUTHORIZE THE BOARD OF DIRECTORS, IN CANCELLATION Management AND REPLACEMENT OF THE DELEG ATION GIVEN IN RESOLUTION 24 AT THE COMBINED GENERAL MEETING OF 07 MAY 2004, W ITH THE POSSIBILITY OF SUB-DELEGATION, TO PROCEED, IN FRANCE OR ABROAD, WITH A SHARE CAPITAL INCREASE BY WAY OF ISSUING SHARES OR OTHER SECURITIES GIVING AC CESS TO THE COMPANY CAPITAL, GRANTED TO MEMBERS OF AN ENTERPRISE SAVINGS PLAN THIS CAPITAL INCREASE SHALL NOT EXCEED THE NOMINAL AMOUNT OF EUR 7,500,000.00 ; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS STARTING FROM THE PRESENT MEE TING ; AND AUTHORIZE THE BOARD OF DIRECTORS, WITH THE POSSIBILITY OF DELEGATIO N, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.4 APPOINT, SUBJECT TO THE ADOPTION OF THE RESOLUTION Management E.O.1, MR. DAVID ROUX AS DI RECTOR FOR A PERIOD OF 4 YEARS O.5 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIB ED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE THAT THE MEEETING HELD ON 07 SEP Non-Voting 2004 HAS BEEN POSTPONED DUE TO LA CK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 15 SEP 2004. PLEA SE ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUC TIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ CIE FINANCIERE RICHEMONT AG, ZUG AGM Meeting Date: 09/16/2004 Issuer: H25662141 ISIN: CH0012731458 BLOCKING SEDOL: 7151116 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE BUSINESS REPORT Management 2. APPROVE THE APPROPRIATION OF PROFITS Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 4. ELECT THE BOARD OF DIRECTORS Management 5. ELECT THE AUDITORS Management * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS - ------------------------------------------------------------------------------------------------------------------------------------ KEYENCE CORP AGM Meeting Date: 09/16/2004 Issuer: J32491102 ISIN: JP3236200006 SEDOL: 5998735, 6490995, B02HPZ8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against DIVIDENDS: INTERIM JY 0, FINAL JY 5, SPECIAL JY 0 2 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA OGM Meeting Date: 09/16/2004 Issuer: T9471R100 ISIN: IT0003242622 BLOCKING SEDOL: B01BN57, B05PS27 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 18 SEP 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE NUMBER OF DIRECTORS Management 2. APPOINT NEW DIRECTORS Management - ------------------------------------------------------------------------------------------------------------------------------------ BERKELEY GROUP PLC CRT Meeting Date: 09/17/2004 Issuer: G10248105 ISIN: GB0000941772 SEDOL: 0094177 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For BETWEEN THE COMPANY AND THE SCHEM E SHAREHOLDERS AS DEFINED IN THE SCHEME OF ARRANGEMENT - ------------------------------------------------------------------------------------------------------------------------------------ CENTRO PROPERTIES GROUP AGM Meeting Date: 09/17/2004 Issuer: Q22273132 ISIN: AU000000CEP9 SEDOL: 6085915 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For THE COMPANY, THE TRUST AND THE CE NTRO PROPERTIES GROUP COMPRISING THE COMPANY AND THE TRUST AND THE REPORTS O F THE DIRECTORS AND THE AUDITOR FOR THE YE 30 JUN 2004 2.a ELECT MR. SAMUEL KAVOURAKIS AS A DIRECTOR OF Management For THE COMPANY, IN ACCORDANCE WITH R ULE 15.2(B) OF THE CONSTITUTION OF THE COMPANY 2.b ELECT MR. LOUIS PETER WILKINSON AS A DIRECTOR Management For OF THE COMPANY, IN ACCORDANCE WI TH RULE 15.2(B) OF THE CONSTITUTION OF THE COMPANY 2.c RE-ELECT MR. LAWRENCE ALBERT WILSON AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH RULE 15.2(C) OF THE CONSTITUTION OF THE COMPANY 2.d RE-ELECT MR. DAVID DOUGLAS HEYDON GRAHAM AS A Management For DIRECTOR OF THE COMPANY, WHO RET IRES IN ACCORDANCE WITH RULE 15.2(C) OF THE CONSTITUTION OF THE COMPANY 1.a APPROVE THAT THE MAXIMUM AGGREGATE REMUNERATION Management For WHICH MAY BE PAID EACH YEAR BY THE COMPANY TO ITS DIRECTORS UNDER RULE 15.3(A) OF THE CONSTITUTION OF THE CO MPANY SHALL BE INCREASED FROM AUD 700,000 TO AUD 1,250,000 EXCLUDING ANY REMU NERATION FOR EXTRA SERVICES OR SPECIAL EXERTIONS DETERMINED BY THE DIRECTORS U NDER RULE 15.3(F) OF THE CONSTITUTION TO BE PAID IN ADDITION TO ANY REMUNERATI ON UNDER RULE 15.3(A) OF THE CONSTITUTION S.1.b AMEND, SUBJECT TO AND CONDITIONAL ON THE APPROVAL Management For OF THE RESOLUTION 1.A, THE C ONSTITUTION OF THE COMPANY BY REPLACING CLAUSE 15.3(A) WITH A NEW CLAUSE - ------------------------------------------------------------------------------------------------------------------------------------ CENTRO PROPERTIES GROUP CRT Meeting Date: 09/17/2004 Issuer: Q22273132 ISIN: AU000000CEP9 SEDOL: 6085915 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT PURSUANT TO AND IN ACCORDANCE WITH Management For SECTION 411 OF THE CORPORATION S ACT, THE SHARE SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICUL ARLY AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ JAMES HARDIE INDUSTRIES NV AGM Meeting Date: 09/17/2004 Issuer: N4723D104 ISIN: AU000000JHX1 SEDOL: 6412977 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE ANNUAL ACCOUNTS OF THE Management COMPANY FOR THE FYE 31 MAR 2004 A ND PUBLISH IN THE ENGLISH LANGUAGE 2. RE-APPOINT MR. J.D. BARR AS THE MEMBER OF THE Management SUPERVISORY AND JOINT BOARDS, WH O RETIRES IMMEDIATELY FOLLOWING THIS AGM 3. APPROVE THE ISSUE OF ORDINARY SHARES IN THE COMPANY Management TO MR. J.D. BARR ON THE TE RMS OF THE COMPANY S SUPERVISORY BOARD SHARE PLAN 4. AUTHORIZE THE MANAGING BOARD IRREVOCABLY TO CAUSE Management THE COMPANY TO ACQUIRE SHARE S IN THE CAPITAL OF THE COMPANY FOR VALUABLE CONSIDERATION WITHIN THE PRICE RA NGE AS SPECIFIED FOR 18 MONTHS, WHETHER AS AN ON OR OFF FINANCIAL MARKET PURCH ASE AND UP TO THE MAXIMUM NUMBER OF SHARES AS PERMITTED BY DUTCH LAW - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE EXCHANGE LTD EGM Meeting Date: 09/17/2004 Issuer: Y79946102 ISIN: SG1J26887955 SEDOL: 6303866 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For 76C AND 76E OF THE COMPANIES ACT , CHAPTER 50, TO PURCHASE OR ACQUIRE ISSUED AND FULLY PAID ORDINARY SHARES OF SGD 0.01 EACH IN THE CAPITAL OF THE COMPANY, THROUGH MARKET PURCHASES ON THE S GX-ST, AND/OR OFF-MARKET PURCHASES IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEMES , NOT EXCEEDING IN AGGREGATE 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE C OMPANY, AT A PRICE OF 105% OF THE AVERAGE CLOSING MARKET PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIOUS 5 TRADING DAYS IN THE CASE OF ON-MARKET PURCHASE S AND 110% OF THE AVERAGE CLOSING PRICES OF THE SHARES ON THE SGX-ST ON EACH O F THE 5 CONSECUTIVE TRADING DAYS IN THE CASE OF BOTH OFF-MARKET AND ON-MARKET PURCHASES, AND AUTHORIZE THE DIRECTORS AND/OR ANY OF THEM TO DO ALL SUCH ACTS AND THINGS DEEMED NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED A ND/OR AUTHORIZED BY THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE NEX T AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY THE LAW - ------------------------------------------------------------------------------------------------------------------------------------ VA TECHNOLOGIE AG, LINZ EGM Meeting Date: 09/21/2004 Issuer: A8868F109 ISIN: AT0000937453 BLOCKING SEDOL: 4921635, 5180617 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1.1 AUTHORIZE, IN ACCORDANCE TO ARTICLE 169 OF THE Management COMPANIES ACT, THE MANAGEMENT B OARD TO INCREASE THE CAPITAL BY EUR 27,842,355.00 BY ISSUING UP TO 3,829,760 S HARES 1.2 APPROVE THE CONTESTED REJECTION OF THE PROPOSAL Management TO NUMBER 7, THE INCREASE OF C APITAL BY EUR 49,072,500.00 BY ISSUING UP TO 6,750,000 SHARES OF THE MEETING A GENDA OF THE 13TH AGM DATED 29 APR 2004 2. APPROVE THE CONTESTED REJECTION OF THE PROPOSAL Management TO NUMBER 5, ELECTION OF THE A UDITORS FOR THE FY 2003, OF THE MEETING AGENDA OF THE 13TH AGM DATED 29 APR 20 04 - ------------------------------------------------------------------------------------------------------------------------------------ RYANAIR HOLDINGS PLC AGM Meeting Date: 09/23/2004 Issuer: G7727C137 ISIN: IE0031117611 SEDOL: 3111761, 3113864, 7297162, B01ZL22 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE ACCOUNTS FOR THE YE 31 Management For MAR 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2.a RE-ELECT MR. MICHAEL HORGAN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 2.b RE-ELECT MR. KYRAN MCLAUGHLIN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH TH E ARTICLES OF ASSOCIATION 2.c RE-ELECT MR. PAOLO PIETROGRANDE AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 2.d RE-ELECT DR. T.A. RYAN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ARTIC LES OF ASSOCIATION 3. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 4. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ACCORDANCE Management For WITH THE PROVISIONS OF S ECTION 20(3) OF THE COMPANIES AMENDMENT ACT 1983 THE ACT , TO ALLOT AND ISS UE RELEVANT SECURITIES SECTION 20 OF THE 1983 ACT AND TO ALLOT AND ISSUE ANY SHARES PURCHASED BY THE COMPANY PURSUANT TO THE PROVISIONS OF PART XI COMPANI ES ACT 1990 AND HELD AS TREASURY SHARES, THE MAXIMUM AMOUNT OF RELEVANT SECURI TIES AS AFORESAID WHICH MAY BE ALLOTTED UNDER THIS AUTHORITY WILL BE THE AUTHO RIZED BUT AS YET UNISSUED SHARE CAPITAL OF THE COMPANY AS AT THE CLOSE OF BUSI NESS ON THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES ON 23 SEP 2 009 ; AND THE COMPANY MAY MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY OF THIS AUTHORITY OR UNDER ANY RENEWAL THEREOF, WHICH WOULD OR MIGHT REQUIRE ANY SUCH SECURITIES TO BE ALLOTTED OR ISSUED AFTER EXPIRY OF THIS AUTHORITY AND THE DI RECTORS MAY ALLOT AND ISSUE SUCH SECURITIES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED S.5 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 23 AND SECTION 24(1) OF THE COMPA NIES AMENDMENT ACT, 1983 THE 1983 ACT , TO ALLOT EQUITY SECURITIES SECTION 23 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY ON THE DIRECTORS UNDER SE CTION 20 OF THE 1983 ACT BY RESOLUTION 4, DISAPPLYING THE STATUTORY PRE-EMPTIO N RIGHTS SECTION 23(1) OF THE 1983 ACT , PROVIDED THAT THIS POWER BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) TO THE EXERCISE OF ANY OPTION GRANTE D PURSUANT TO THE RYANAIR HOLDINGS PLC SHARE OPTION PLANS OF 1998, 2000 AND 20 03; B) IN CONNECTION WITH RIGHTS ISSUE IN FAVOR OF SHAREHOLDERS WHERE THE EQUI TY SECURITIES ARE ISSUED PROPORTIONATELY TO THE RESPECTIVE NUMBERS OF SHARES H ELD BY SUCH SHAREHOLDERS BUT SUBJECT TO SUCH EXCLUSIONS AS THE DIRECTORS MAY D EEM FIT TO DEAL WITH FRACTIONAL ENTITLEMENTS OR LEGAL AND PRACTICAL PROBLEMS A RISING IN OR IN RESPECT OF ANY OVERSEAS TERRITORY; AND C) UP TO AN AGGREGATE N OMINAL VALUE OF EUR 533,400 5% ISSUED SHARE CAPITAL OF THE COMPANY ; AUTHORI TY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE D IRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMEN T AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED - ------------------------------------------------------------------------------------------------------------------------------------ CARLTON COMMUNICATIONS PLC EGM Meeting Date: 09/27/2004 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THAT: 1) THE COMPANY BE RE-REGISTERED Management For AS A PRIVATE COMPANY; 2) EFFECTI VE FROM THE DATE OF INCORPORATION OF THE COMPANY AS A PRIVATE COMPANY, THE NAM E OF THE COMPANY BE CHANGED TO CARLTON COMMUNICATIONS LIMITED; AND 3) EFFECTIV E FROM THE DATE OF INCORPORATION OF THE COMPANY AS A PRIVATE COMPANY, THE MEMO RANDUM OF ASSOCIATION OF THE COMPANY BE ALTERED AS FOLLOWS: A) BY DELETING IN CLAUSE 1 THE WORD PLC AND SUBSTITUTING FOR IT THE WORD LIMITED; B) BY DELETING THE EXISTING CLAUSE NUMBERED 2; AND C) BY RE-NUMBERING THE EXISTING CLAUSES N UMBERED 3 TO 6 AS CLAUSES 2 TO 5 - ------------------------------------------------------------------------------------------------------------------------------------ DEUTSCHE OFFICE TRUST EGM Meeting Date: 09/27/2004 Issuer: Q3179Z111 ISIN: AU000000DOT8 SEDOL: 6137504 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Meeting Attendance Requested Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management Take No Action 2, S.3, 4 AND 5 AND THE PASSING OF THE RESOLUTIONS AT THE MEETING OF THE UNITHOLDERS OF DIT AND DDF AS SPECI FIED AND IN ACCORDANCE WITH SECTION 601GC(1)(A) OF THE CORPORATIONS ACT 2001, THE REPLACEMENT OF THE CONSTITUTION OF THE TRUST IN ACCORDANCE WITH THE DOT S UPPLEMENTAL DEEP POLL 2. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management Take No Action S.1, S.3, 4 AND 5 AND THE PASSI NG OF THE RESOLUTIONS AT THE MEETING OF THE UNITHOLDERS OF DIT AND DDF AS SPE CIFIED , TO CHOSE DB RREEF FUNDS MANAGEMENT LIMITED ACN 060 920 783 AS THE N EW RESPONSIBLE ENTITY OF THE TRUST S.3 APPROVE, SUBJECT TO SATISFACTION OR, WHERE POSSIBLE, Management Take No Action WAIVER OF THE CONDITION S PRECEDENT IN SECTION 19.2(A) AS SPECIFIED , THE IMPLEMENTATIONS OF THE STAP LING OF UNITS IN THE TRUST TO UNITS IN DIT, DDF AND DRO AND ASSOCIATED ACTIONS IN SECTION 3 AS SPECIFIED 4. APPROVE, FOR THE PURPOSES OF ASX LISTING RULES Management Take No Action 7.1 AND 10.11, THE ISSUE OF UNI TS TO DEUTSCHE BANK AG AS UNDERWRITER OF THE DISTRIBUTION REINVESTMENT PLAN 5. APPROVE, IN ACCORDANCE WITH SECTION 611 ITEM Management Take No Action 7 OF THE CORPORATIONS ACT 2001 FO R DEUTSCHE BANK AG AND ITS ASSOCIATES, TO ACQUIRE RELEVANT INTERESTS IN UNITS INCREASING THEIR VOTING POWER IN THE TRUST TO UP TO 35% - ------------------------------------------------------------------------------------------------------------------------------------ SEAT PAGINE GIALLE SPA, MILANO MIX Meeting Date: 09/27/2004 Issuer: T8380H104 ISIN: IT0003479638 BLOCKING SEDOL: 7646593, 7743621 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ O.1 APPROVE THE BALANCE SHEET AS AT 31 DEC 2003; Management APPOINT A DIRECTOR; APPROVE THE R EMUNERATION OF A DIRECTOR AND CONSEQUENT DELIBERATIONS E.1 AMEND THE STATUTE AND CONSEQUENT DELIBERATIONS Management * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 SEP 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ AUSTRALIAN STOCK EXCHANGE LTD AGM Meeting Date: 09/28/2004 Issuer: Q1080Z105 ISIN: AU000000ASX7 SEDOL: 5560930, 6129222 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal DIRECTORS REPORT AND THE AUDIT OR S REPORT FOR ASX AND ITS CONTROLLED ENTITIES FOR THE YE 30 JUN 2004 2. RECEIVE THE FINANCIAL STATEMENTS AND THE AUDITOR Non-Voting Non-Vote Proposal S REPORT FOR THE NATIONAL GUA RANTEE FUND FOR THE YE 30 JUN 2004 3. APPROVE, FOR ALL PURPOSES UNDER THE LISTING RULES Management For INCLUDING LISTING RULE 10.14 FOR ASX, TO OFFER AND ISSUE TO MR. ANTHONY D ALOISIO CONDITIONAL ENTITLEMENTS TO FULLY PAID ORDINARY SHARES IN ASX UNDER ASX S EXECUTIVE SHARE PLAN ON THE TERMS SPECIFIED, AND TO ISSUE OR TRANSFER FULLY PAID ORDINARY SHARES IN THE NU MBER, AT THE TIME, UPON THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED IN T HE OFFER 4. APPROVE, FOR ALL PURPOSES UNDER THE CORPORATIONS Management For ACT 2001 INCLUDING SECTION 20 8 FOR ASX, TO OFFER AND ISSUE TO MR. ANTHONY D ALOISIO CONDITIONAL ENTITLEMENT S TO FULLY PAID ORDINARY SHARES IN ASX UNDER ASX S EXECUTIVE SHARE PLAN ON THE TERMS SPECIFIED, AND TO ISSUE OR TRANSFER FULLY PAID ORDINARY SHARES IN THE N UMBER, AT THE TIME, UPON THE TERMS AND SUBJECT TO THE CONDITIONS CONTAINED IN THE OFFER 5. APPROVE TO INCREASE THE LIMIT ON TOTAL AGGREGATE Management For REMUNERATION PER YEAR THAT MY BE PAID BY ASX TO ITS NON-EXECUTIVE DIRECTORS BY AUD 500,000 FROM AUD 1.5 MIL LION TO AUD 2 MILLION 6. RE-ELECT MR. MICHAEL H. SHEPHERD AS A DIRECTOR Management For OF ASX, WHO RETIRES IN ACCORDAN CE WITH THE CONSTITUTION OF ASX 7. RE-ELECT MR. JAMES J. KENNEDY AS A DIRECTOR OF Management For ASX, WHO RETIRES IN ACCORDANCE WITH THE CONSTITUTION OF ASX - ------------------------------------------------------------------------------------------------------------------------------------ MISYS PLC AGM Meeting Date: 09/28/2004 Issuer: G61572148 ISIN: GB0003857850 SEDOL: 0385785, 5655698 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For FINANCIAL STATEMENTS FOR T HE YE 31 MAY 2004 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For MAY 2004 3. DECLARE A FINAL DIVIDEND OF 4.08P PER ORDINARY Management For SHARE, PAYABLE IN CASH TO ALL S HAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 30 JUL 2004 4. ELECT MR. IAN DYSON AS A DIRECTOR OF THE COMPANY Management For 5. RE-ELECT MR. TONY ALEXANDER AS A DIRECTOR OF Management For THE COMPANY 6. RE-ELECT MR. HOWARD EVANS AS A DIRECTOR OF THE Management For COMPANY 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 6 OF THE ARTICLES OF ASSOC IATION OF THE COMPANY, TO ALLOT RELEVANT SECURITIES OF UP TO A MAXIMUM NOMINAL AMOUNT OF GBP 1,770,336; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2 005 S.9 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7 OF THE ARTICLES OF ASSOC IATION OF THE COMPANY, TO ALLOT EQUITY SECURITIES FOR CASH AND FOR THE PURPOSE S OF PARAGRAPH (1)(B) OF THAT ARTICLE, THIS AUTHORITY WILL BE LIMITED TO A NOM INAL AMOUNT OF GBP 279,340; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2005 ; AND THE AUTHORITY GIVEN TO THE DIRECTORS BY THIS RESOLUTION BE EXTENDE D TO SALES FOR CASH FOR ANY SHARES WHICH THE COMPANY MAY HOLD AS TREASURY SHAR ES S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO A MAXIMUM NOMINAL VALUE OF GBP 532,228 ORDINARY SHARES I N THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDI NARY SHARE IS AN AMOUNT EXCLUSIVE OF EXPENSES EQUAL TO THE NOMINAL VALUE OF SUCH A SHARE AND EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE, AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR EACH OF THE PREVIOUS 5 DEALING DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 11. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For OR BECOMES A WHOLLY OWNED SUBSI DIARY OF THE COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION RELATES, IN AC CORDANCE WITH SECTION 347C OF THE COMPANIES ACT 1985 THE ACT : A) TO MAKE DON ATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 50,000 IN TOTAL; AND B) TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000 IN TOTAL; AUTHORI TY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 12. AMEND THE MISYS 1998 APPROVED SHARE OPTION PLAN; Management For THE MISYS 1998 UNAPPROVED SHA RE OPTION PLAN; THE MISYS 2000 SHARE OPTION PLAN; THE MISYS 2000 IRISH SHARESA VE SCHEME; THE MISYS 2001 SHARESAVE SCHEME; AND THE MISYS PLC US STOCK PURCHAS E PLAN 2002, RELATING TO THE DILUTION LIMITS AS SPECIFIED ; AND AUTHORIZE THE DIRECTORS TO OBTAIN THE FORMAL APPROVAL OF THE APPROPRIATE TAXATION AUTHORITI ES TO ANY SUCH AMENDMENTS AND TO MAKE ANY FURTHER AMENDMENTS NECESSARY IN ORDE R TO OBTAIN SUCH FORMAL APPROVAL 13. APPROVE TO RENEW THE COMPANY S AUTHORITY TO MAKE Management For AWARDS UNDER THE MISYS 1998 L ONG-TERM SHARE INCENTIVE PLAN, THE MISYS 1998 APPROVED SHARE OPTION PLAN AND T HE MISYS 1998 UNAPPROVED SHARE OPTION PLAN ON THE BASIS CURRENTLY PERMITTED UN DER THE 2001-2004 PROGRAMME, UNTIL THE CLOSE OF THE AGM OF THE COMPANY IN 2008 AND APPROVE THE AMENDMENTS TO THE RULES OF THESE PLANS IN RELATION TO THIS CO NTINUED AUTHORITY AS SPECIFIED 14. AMEND THE MISYS 1998 APPROVED SHARE OPTION PLAN; Management For THE MISYS 1998 UNAPPROVED SHA RE OPTION PLAN; THE MISYS 1998 LONG-TERM SHARE INCENTIVE PLAN AND THE MISYS 20 00 SHARE OPTION PLAN, RELATING TO THE VESTING OF OPTIONS AND AWARDS ON THE CES SATION OF EMPLOYMENT AND ON THE CORPORATE EVENTS AS SPECIFIED ; AND AUTHORIZE THE DIRECTORS TO OBTAIN THE FORMAL APPROVAL OF THE APPROPRIATE TAXATION AUTHO RITIES TO ANY SUCH AMENDMENTS AND TO MAKE ANY FURTHER AMENDMENTS NECESSARY IN ORDER TO OBTAIN SUCH FORMAL APPROVAL 15. APPROVE THE RULES OF THE MISYS 2004 SHARE AWARD Management For PLAN AS SPECIFIED ; AND AUTHO RIZE THE DIRECTORS OF THE COMPANY TO ESTABLISH SCHEDULES TO OR FURTHER SHARE P LANS BASED ON THE MISYS 2004 SHARE AWARD PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES PROVIDE D THAT ANY SHARES MADE AVAILABLE UNDER ANY SUCH SCHEDULES OR FURTHER PLANS TRE ATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE MISYS 2004 SHARE AWARD PLAN * PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Vote Proposal REVISED WORDINGS OF THE RESOLUT IONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FRIENDS PROVIDENT PLC EGM Meeting Date: 09/30/2004 Issuer: G6083W109 ISIN: GB0030559776 SEDOL: 3055977, B02SZ28 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT: (A) THE COMPANY S PARTICIPATION Management For IN THE TRANSACTION (THE TRANSACT ION), COMPRISING THE MERGER OF THE COMPANY S SUBSIDIARY, ISIS ASSET MANAGEMENT PLC (ISIS), AND F&C GROUP (HOLDINGS) LIMITED (F&C) BY WAY OF AN ACQUISITION O F THE ENTIRE ISSUED SHARE CAPITAL OF F&C PURSUANT TO THE SALE AND PURCHASE AGR EEMENT BETWEEN ISIS, EUREKO B.V. AND F&C ASSET MANAGEMENT HOLDINGS B.V. (FAMH) DATED 1 JUL 2004 (THE MERGER) AND THE ISSUE TO THE COMPANY OF 145,365,679 NEW ISIS ORDINARY SHARES FOR WHICH THE COMPANY WILL PAY TO FAMH GBP 250,000,000 I N CASH AND ISSUE TO FAMH NEW ORDINARY SHARES IN THE COMPANY WITH A VALUE OF GB P 127,950,765 AND, IF APPLICABLE, PAY THE RE-SET AMOUNT, IN EACH CASE PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF THE CONSIDERATION SHARE AGREEMENT BETW EEN THE COMPANY AND ISIS DATED 1 JUL 2004 (THE CONSIDERATION SHARE AGREEMENT), AND ALL AGREEMENTS AND ARRANGEMENTS ANCILLARY TO THE TRANSACTION BE AND ARE H EREBY APPROVED AND THAT THE DIRECTORS (OR ANY DULY AUTHORIZED COMMITTEE THEREO F) BE AND ARE HEREBY AUTHORIZED TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY OR DESIRABLE IN RELATION THERETO (INCLUDING, IN PARTICULAR, BUT WITHOUT LIMITATIO N TO EXERCISE THE RIGHTS ATTACHING TO THE COMPANY S (AND ITS SUBSIDIARIES) SHA REHOLDINGS IN ISIS TO VOTE IN FAVOR OF THE MERGER AT THE EXTRAORDINARY GENERAL MEETING OF ISIS TO BE HELD ON 4 OCT 2004 OR AT ANY ADJOURNMENT THEREOF) AND T O CARRY THE SAME INTO EFFECT WITH SUCH MODIFICATIONS, VARIATIONS, REVISIONS OR AMENDMENTS (PROVIDING SUCH MODIFICATIONS, VARIATIONS OR AMENDMENTS ARE NOT OF A MATERIAL NATURE IN THE CONTEXT OF THE TRANSACTION AS A WHOLE) AS THEY SHALL DEEM NECESSARY OR DESIRABLE AT THEIR DISCRETION; AND (B) THE DIRECTORS BE AND THEY ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORIZED IN ACCORDANCE WITH S ECTION 80 OF THE COMPANIES ACT 1985 TO EXERCISE ALL OF THE POWERS OF THE COMPA NY TO ALLOT RELEVANT SECURITIES (AS DEFINED IN SECTION 80(2) OF THAT ACT) UP T O AN AGGREGATE NOMINAL AMOUNT OF GBP 15,700,000 IN THE FORM OF ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF COMPANY TO BE ISSUED TO F&C ASSET MANAGEME NT HOLDINGS B.V. PURSUANT TO THE TERMS OF THE CONSIDERATION SHARE AGREEMENT IN CONNECTION WITH THE TRANSACTION. SUCH AUTHORITY SHALL BE IN ADDITION, AND WIT HOUT PREJUDICE, TO ANY OTHER SUCH AUTHORITY GRANTED PRIOR TO THE DATE HEREOF, PROVIDED THAT THIS AUTHORITY SHALL EXPIRE ON THE FIRST ANNIVERSARY OF THE PASS ING OF THIS RESOLUTION, SAVE THAT THE COMPANY SHALL BE ENTITLED TO MAKE OFFERS OR AGREEMENTS BEFORE THE EXPIRY OF SUCH AUTHORITY WHICH WOULD OR MIGHT REQUIR E RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS SHALL BE ENTITLED TO ALLOT RELEVANT SECURITIES PURSUANT TO ANY SUCH OFFER OR AGREEM ENT AS IF THIS AUTHORITY HAD NOT EXPIRED - ------------------------------------------------------------------------------------------------------------------------------------ IMMOFINANZ IMMOBILIEN ANLAGEN AG, WIEN AGM Meeting Date: 09/30/2004 Issuer: A27849149 ISIN: AT0000809058 BLOCKING SEDOL: 5679911 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ANNUAL REPORT AT 30 APR 2004, REPORT Management OF THE SUPERVISORY BOARD AND THE BOARD OF DIRECTORS 2. APPROVE THE ALLOCATION OF THE NET INCOME 2003/2004 Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management AND THE SUPERVISORY BOARD FOR 20 03/2004 BUSINESS YEAR 4. ELECT THE AUDITOR FOR THE 2004/2005 BUSINESS YEAR Management 5. AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management SHARE CAPITAL TO EUR 261,342,47 5.93 AND TO INCREASE THE SHARE CAPITAL BY ISSUING UP SHARES 125,865.280 6. AMEND THE COMPANY CHARTER ACCORDING TO ITEM 4 Management ON THE AGENDA 7. APPROVE TO CANCEL THE AT 10TH AGM DECIDED AUTHORIZATION Management FOR A REPURCHASE OF OW N SHARES AND AT THE SAME TIME TO REAUTHORIZE A REPURCHASE OF OWN SHARES UP TO 10% OF THE TOTAL SHARE CAPITAL; AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE TH ERE OWN SHARES ON AN OTHER WAY AS STOCK EXCHANGE OR A PUBLIC OFFER 8. AMEND THE STATUTE ITEM 1, CHANCE OF COMPANY NAME Management IN IMMOFINANZ ANLAGEN AG - ------------------------------------------------------------------------------------------------------------------------------------ KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 09/30/2004 Issuer: G52562108 ISIN: KYG525621085 SEDOL: *002008 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For UPON THE LISTING COMMITTEE OF THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK EXCHANGE GRANTING THE LIST ING OF, AND PERMISSION TO DEAL IN, THE 2006 WARRANTS AND ANY SHARES OF HKD 0.1 0 EACH SHARE IN THE SHARE CAPITAL OF THE COMPANY WHICH MAY FALL TO BE ISSUED UPON ANY EXERCISE OF SUBSCRIPTION RIGHTS ATTACHING TO THE 2006 WARRANTS, : A) TO CREATE AND ISSUE WARRANTS 2006 WARRANTS WHICH WILL BE IN REGISTERED FORM AND EACH WILL BE EXERCISABLE AT ANY TIME BETWEEN THE DATE WHEN DEALINGS IN TH E 2006 WARRANTS ON THE STOCK EXCHANGE COMMENCE AND 31 DEC 2006, BOTH DAYS INCL USIVE, TO SUBSCRIBE HKD 20 FOR SHARES AT AN INITIAL SUBSCRIPTION PRICE OF HKD 20 PER SHARE AS SPECIFIED AND TO ISSUE THE SAME BY WAY OF BONUS TO THE PERSONS WHO ARE REGISTERED AS SHAREHOLDERS OF THE COMPANY THE SHAREHOLDERS AT THE C LOSE OF BUSINESS ON 30 SEP 2004 IN THE PROPORTION OF (1) 2006 WARRANT FOR EVER Y 10 SHARES THEN HELD PROVIDED THAT: I) IN THE CASE OF SHAREHOLDERS WHOSE REGI STERED ADDRESSES AS SHOWN ON THE REGISTER OF MEMBERS OF THE COMPANY ARE OUTSID E HONG KONG AT THE CLOSE OF BUSINESS ON 30 SEP 2004, THE RELEVANT 2006 WARRANT S SHALL NOT BE GRANTED TO SUCH PERSONS BUT SHALL BE AGGREGATED AND SOLD IN THE MARKET AS SOON AS PRACTICABLE AFTER DEALINGS IN THE 2006 WARRANTS ON THE STOC K EXCHANGE COMMENCE AND THE NET PROCEEDS OF SALE, AFTER DEDUCTION OF EXPENSES, SHALL BE DISTRIBUTED TO SUCH PERSONS PRO RATA TO THEIR RESPECTIVE ENTITLEMENT S UNLESS THE AMOUNT FALLING TO BE DISTRIBUTED TO ANY SUCH PERSON SHALL BE LESS THAN HKD 100 IN WHICH CASE SUCH AMOUNT SHALL BE RETAINED FOR THE BENEFIT OF T HE COMPANY; AND II) NO FRACTIONAL ENTITLEMENTS WILL BE GRANTED TO THE SHAREHOL DERS AS AFORESAID, BUT THE FRACTIONAL ENTITLEMENTS WILL BE AGGREGATED AND SOLD FOR THE BENEFIT OF THE COMPANY; B) TO ALLOT AND ISSUE TO HOLDERS OF ANY 2006 WARRANTS, UPON THE DUE EXERCISE OF THE SUBSCRIPTION RIGHTS ATTACHING THERETO, THE APPROPRIATE NUMBER OF NEW SHARES; AND C) TO DO ALL SUCH ACTS AND THINGS AS THEY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE FOREGOING ARRANGEM ENTS - ------------------------------------------------------------------------------------------------------------------------------------ BOUYGUES, GUYANCOURT OGM Meeting Date: 10/07/2004 Issuer: F11487125 ISIN: FR0000120503 BLOCKING SEDOL: 2696612, 4002121, 4067528, 4115159, 7164028 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PR OXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GL OBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/ VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INS TRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SE CURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMIT TED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL A DVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. T HIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTR UCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1. 1. APPROVE TO DISTRIBUTE EXCEPTIONALLY THE AMOUNT Management OF EUR 5.00 PER SHARE OR PER IN VESTMENT CERTIFICATE AND THIS AMOUNT SHALL BE WITHDRAWN FROM THE ISSUE PREMIUM S ACCOUNT 2. APPROVE THAT THE EXCEPTIONAL DISTRIBUTION SHALL Management BE PAID BY CASH ON 07 JAN 2005 TO THE PROFIT OF THE BEARER OF 1 OR SEVERAL SHARE S OR OF 1 OR SEVERAL INVES TMENT CERTIFICATE S MAKING UP THE COMPANY CAPITAL ON THE DAY OF THE PRESENT M EETING 3. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIB ED BY LAW * PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting WORDINGS FOR RESOLUTION NUM BER 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROX Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ EDP - ELECTRICIDADE DE PORTUGAL SA, LISBOA EGM Meeting Date: 10/07/2004 Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING SEDOL: 4103596, 4104061 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AMEND NUMBER 1 OF ARTICLE 1 OF BY-LAWS AND ADD Management NUMBER 3 TO THE ARTICLE 4 OF TH E BY-LAWS 2. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management SHARES UNDER THE TERMS OF NUMBER 3 OF ARTICLE 5 OF THE BY-LAWS AND NUMBERS 2 OF ARTICLE 317 AND ARTICLES 319 A ND 320 OF THE COMPANY S CODE 3. RATIFY THE CO-OPTATION OF TWO DIRECTORS TO FILL Management THE VACANCIES - ------------------------------------------------------------------------------------------------------------------------------------ INVESTA PROPERTY GROUP AGM Meeting Date: 10/07/2004 Issuer: Q4968M105 ISIN: AU000000IPG1 SEDOL: 6954145 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 30 Non-Voting Non-Vote Proposal JUN 2004, TOGETHER WITH THE REP ORTS OF THE DIRECTORS AND THE AUDITORS THEREON AND THE DIRECTORS STATEMENT 1. RE-ELECT MR. J. ARTHUR AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WI TH RULE 7.1(E)(2) OF IPL S CONSTITUTION 2. APPROVE AND RATIFY, FOR THE PURPOSES OF THE CONSTITUTION Management For OF INVESTA PROPERTY T RUST AND ASX LISTING RULE 7.4, THE ISSUE OF 26,041,667 STAPLED SECURITIES AT A N ISSUE PRICE OF AUD 1.92 ON 20 FEB 2004 - ------------------------------------------------------------------------------------------------------------------------------------ TELECOM CORPORATION OF NEW ZEALAND LTD AGM Meeting Date: 10/07/2004 Issuer: Q89499109 ISIN: NZTELE0001S4 SEDOL: 5931075, 6881436, 6881500 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management OF THE AUDITORS 2. RE-ELECT DR. DEANE AS A DIRECTOR Management 3. RE-ELECT MR. BAINES AS A DIRECTOR Management 4. APPROVE AN INCREASE IN THE MAXIMUM REMUNERATION Management PAY FOR THEIR SERVICES AS DIRE CTORS EXCEPT AS MANAGING DIRECTOR NOT MORE THAN NZD 1,500,000 PER ANNUM 5. ELECT MR. PYNE AS A DIRECTOR Management 6. APPROVE THE ISSUE TO MS. THERESA GATTUNG OF UP Management TO 500,000 ORDINARY TELECOM SHA RES AS PART OF HER REMUNERATION PACKAGE ON THE SPECIFIED TERMS 7. APPROVE THE ISSUE TO THE MS. THERESA GATTUNG Management OF UP TO 1,500,000 OPTIONS TO ACQ UIRE ORDINARY TELECOM SHARES ON THE SPECIFIED TERMS - ------------------------------------------------------------------------------------------------------------------------------------ TELECOM CORPORATION OF NEW ZEALAND LTD AGM Meeting Date: 10/07/2004 Issuer: Q89499109 ISIN: NZTELE0001S4 SEDOL: 5931075, 6881436, 6881500 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 166234 DUE TO CHANGE IN THE A GENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 2. RE-ELECT MR. ROD MCGEOCH AS A DIRECTOR OF TELECOM Management For 3. RE-ELECT MR. MICHAEL TYLER AS A DIRECTOR OF TELECOM Management For 4. RE-ELECT MR. WAYNE BOYD AS A DIRECTOR OF TELECOM Management For 5. RE-ELECT MR. ROB MCLEOD AS A DIRECTOR OF TELECOM Management For S.6 AMEND THE COMPANY S CONSTITUTION TO INCORPORATE Management For THE NZX LISTING RULES BY REFER ENCE AND PROVIDE FOR CHANGES TO THE COMPANIES ACT, 1993 - ------------------------------------------------------------------------------------------------------------------------------------ FORTIS SA/NV, BRUXELLES EGM Meeting Date: 10/11/2004 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. OPENING Non-Voting 2. APPOINT MR. JEAN-PAUL VOTRON AS A EXECUTIVE MEMBER Management OF THE MANAGEMENT BOARD FRO M 11 OCT 2004 TILL OGM OF SHAREHOLDERS IN 2008 3.a APPROVE TO DETERMINE REMUNERATION POLICY FOR Management MEMBERS MANAGEMENT BOARD 3.b APPROVE TO DETERMINE THE MAXIMUM NUMBERS SHARE-OPTIONS Management AND RESTRICTED SHARES T O ASSIGN TO EXECUTIVE MEMBERS MANAGEMENT BOARD 4. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ GRAFTON GROUP PLC EGM Meeting Date: 10/11/2004 Issuer: G4035Q189 ISIN: IE00B00MZ448 SEDOL: B00MZ44, B00NKF3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ACQUISITION ACQUISITION OF THE Management For SHARE CAPITAL, ISSUED AND TO BE I SSUED, OF THE HEITON GROUP PLC HEITON ON THE TERMS AND SUBJECT TO THE CONDIT IONS STATED IN THE OFFER DOCUMENT DATED 09 SEP 2004 SENT TO HEITON SHAREHOLDER S INCLUDING ANY AMENDMENT OR VARIATION THEREOF OFFER AND AUTHORIZE THE DIR ECTORS TO COMPLETE THE ACQUISITION AND THE OFFER INCLUDING WITHOUT LIMITATION TO WAIVE, AMEND, REVISE, VARY OR EXTEND ANY OF THE TERMS AND/OR CONDITIONS OF THE OFFER AND/OR AGREE ON BEHALF OF THE COMPANY ANY MODIFICATION TO THE OFFER WHICH IS NOT MATERIAL AND TO DO ALL SUCH THINGS AND EXECUTE ALL SUCH DOCUMEN TS AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE IN CONNECTION WITH THE OFFER AND THE ACQUISITION S.2 AUTHORIZE THE DIRECTORS OF WEEKSBURY LIMITED, Management For FOR THE PURPOSES OF SECTION 224( 3) OF THE COMPANIES ACT 1990, THAT TERMS OF THE CONTRACT CONTRACT BE CONSTIT UTED BY THE OFFER DOCUMENT AS SPECIFIED IN ACCORDANCE WITH SECTION 213(5) OF T HE COMPANIES ACT 1990, PURSUANT TO WHICH WEEKSBURY LIMITED, A SUBSIDIARY OF TH E COMPANY, TO ACQUIRE SHARES IN THE COMPANY AND TO DO ALL SUCH THINGS AS THEY IN THEIR ABSOLUTE DISCRETION MAY CONSIDER NECESSARY OR APPROPRIATE IN CONNECT ION WITH THE CONTRACT AND THE ACCEPTANCE OF THE OFFER AS SPECIFIED , INCLUDIN G WAIVING ANY OF THE TERMS AND/OR CONDITIONS OF THE SAID OFFER AND RELEASING A NY OF THE RIGHTS OF THE WEEKSBURY LIMITED UNDER THE CONTRACT - ------------------------------------------------------------------------------------------------------------------------------------ EIRCOM GROUP PLC AGM Meeting Date: 10/13/2004 Issuer: G3087T109 ISIN: GB0034341890 SEDOL: 3434189, 3434190 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS AND THE I NDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS FOR THE FYE 31 MAR 200 4 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE FYE 31 MAR 2004 3. RE-ELECT SIR ANTHONY JOHN FRANCIS O REILLY AS Management For A DIRECTOR 4. RE-ELECT MR. CON SCANLON AS A DIRECTOR Management For 5. RE-ELECT DR. PHILIP NOLAN AS A DIRECTOR Management For 6. RE-ELECT MR. JOHN CONROY AS A DIRECTOR Management For 7. RE-ELECT MR. PETER EUGENE LYNCH AS A DIRECTOR Management For 8. RE-ELECT MR. DONALD AIDAN ROCHE AS A DIRECTOR Management For 9. RE-ELECT MR. DIDIER JEAN CLAUDE DELEPINE AS A Management For DIRECTOR 10. RE-ELECT MR. KEVIN CHRISTOPHER MELIA AS A DIRECTOR Management For 11. RE-ELECT MR. MAURICE ALAN PRATT AS A DIRECTOR Management For 12. RE-ELECT MR. PADRAIC JOSEPH O CONNOR AS A DIRECTOR Management For 13. RE-ELECT MR. DAVID FRANCIS MCREDMOND AS A DIRECTOR Management For 14. RE-ELECT MR. CATHAL GERARD MAGEE AS A DIRECTOR Management For 15. RE-ELECT MR. IRIAL FINAN AS A DIRECTOR Management For 16. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY 17. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 18. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE CONC LUSION OF THE NEXT AGM OR 15 MONTHS ; AND FOR THAT PRESCRIBED PERIOD THE SECTI ON 80 AMOUNT SHALL BE EUR 24,763,388 ONE THIRD OF THE ISSUED ORDINARY SHARE C APITAL OF THE COMPANY S.19 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE CONC LUSION OF THE NEXT AGM OR 15 MONTHS ; AND FOR THAT PRESCRIBED PERIOD THE SECTI ON 89 AMOUNT SHALL BE EUR 3,714,508 5% OF THE ISSUED ORDINARY SHARE CAPITAL O F THE COMPANY, CALCULATED EXCLUSIVE OF TREASURY SHARES HELD BY THE COMPANY S.20 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN FULLY-PAID Management For ORDINARY SHARES OF EUR 0. 10 EACH BY WAY OF MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES ACT 198 5 OF UP TO 74,290,165 ORDINARY SHARES OF EUR 0.10 EACH WITH THE COMPANY, AT A MINIMUM PRICE FOR EACH ORDINARY SHARE OF EUR 0.10 EACH IS EUR 0.10 PER SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS AS PUBLISHED I N THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS; AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O RDINARY SHARES OF EUR 0.10 EACH WHERE THE PURCHASE WILL OR MAY BE COMPLETED, E ITHER FULLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ ANSELL LTD AGM Meeting Date: 10/14/2004 Issuer: Q04020105 ISIN: AU000000ANN9 SEDOL: 0666231, 3154238, 6286611, 6704384, 7453050 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE FINANCIAL AND OTHER Non-Voting Non-Vote Proposal REPORTS FOR THE YE 30 JUN 2004 2.a ELECT MR. MICHAEL J. MCCONNELL AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH R ULE 33(B) OF THE COMPANY S CONSTITUTION 2.b RE-ELECT MR. PETER L. BARNES AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH RUL E 33(C) OF THE COMPANY S CONSTITUTION S.3 APPROVE THAT THE COMPANY RENEW THE PARTIAL TAKEOVER Management For PROVISIONS CONTAINED IN RU LE 69 OF THE CONSTITUTION WITH EFFECT FROM 31 DEC 2004 FOR A PERIOD OF 3 YEARS AND AMEND RULE 69(D) ACCORDINGLY 4. GRANT AUTHORITY AND APPROVE: A) AN OFF-MARKET Management For BUY-BACK OF UP TO AUD 155 MILLIO N OF ITS ISSUED ORDINARY SHARES ON THE TERMS AS SPECIFIED; AND B) EACH AGREEME NT ENTERED INTO PURSUANT TO THOSE TERMS TO THE EXTENT THAT APPROVAL OF SUCH BU Y-BACK AGREEMENTS IS REQUIRED UNDER THE CORPORATIONS ACT 2001 5. APPROVE TO CONDUCT A FURTHER BUY-BACK OF UP TO Management For 10% OF ITS ISSUED ORDINARY SHAR ES AS AT THE DATE OF THIS MEETING IN THE 12 MONTH PERIOD COMMENCING FROM THE D ATE OF THIS MEETING IN ADDITION TO ANY SHARES ACQUIRED UNDER THE OFF MARKET BU Y-BACK OF UP TO AUD 155 MILLION ISSUED ORDINARY SHARES - ------------------------------------------------------------------------------------------------------------------------------------ CSL LTD AGM Meeting Date: 10/14/2004 Issuer: Q3018U109 ISIN: AU000000CSL8 SEDOL: 5709614, 6185495 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004, AND TO NOTE THE FINANCIAL DIVIDEND IN RESPECT OF THE YE 30 JUN 2004 DECLARED BY THE BOARD AND PAID BY THE COMPANY 2.a ELECT MR. JOHN AKEHURST AS A DIRECTOR OF THE Management For COMPANY IN ACCORDANCE WITH RULE 8 7 OF THE CONSTITUTION 2.b ELECT MR. MAURICE A. RENSHAW AS A DIRECTOR OF Management For THE COMPANY IN ACCORDANCE WITH R ULE 87 OF THE CONSTITUTION 2.c RE-ELECT MISS. ELIZABETH A. ALEXANDER AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRE S BY ROTATION IN ACCORDANCE WITH RULE 99(A) OF THE CONSTITUTION 2.d RE-ELECT MR. ANTONI CIPA AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH RULE 99(A) OF THE CONSTITUTION 3. APPROVE, FOR THE PURPOSES OF RULE 88 OF THE COMPANY Management For S CONSTITUTION AND ASX LIS TING RULE 10.17, THE MAXIMUM AGGREGATE REMUNERATION THAT MAY BE PAID TO ALL TH E DIRECTORS BY THE COMPANY AND ANY SUBSIDIARIES OF THE COMPANY FOR THEIR SERVI CES AS THE DIRECTORS OF THE COMPANY OR OF SUCH SUBSIDIARIES, IN RESPECT OF EAC H FY OF THE COMPANY COMMENCING ON OR AFTER 01 JUL 2004 BE INCREASED FROM AUD 1 ,000,000 TO AUD 1,500,000 PER ANNUM S.4 AMEND THE CONSTITUTION REGARDING THE RETIREMENT Management Against OF THE DIRECTORS BY ROTATION S.5 AMEND THE CONSTITUTION REGARDING THE ELECTRONIC Management For COMMUNICATIONS - ------------------------------------------------------------------------------------------------------------------------------------ ETABLISSEMENTEN FRANZ COLRUYT NV, HALLE EGM Meeting Date: 10/15/2004 Issuer: B26882165 ISIN: BE0003775898 BLOCKING SEDOL: 5806225, 5821154 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU. 1.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management OF 17 SEP 2004 GIVING A DESCRIPTI ON AND DETAILED JUSTIFICATION OF THE PROPOSED CAPITAL INCREASE WITH THE PRE-EM PTIVE RIGHT WAIVED IN THE INTERESTS OF THE COMPANY, IN THE FAVOUR OF EMPLOYEES OF THE COMPANY AND THE COLRUYT GROUP EXCEPT FOR THE EMPLOYEES OF THE DOLMEN COMPUTER APPLICATIONS GROUP WHO SATISFY THE CRITERIA AS SPECIFIED 1.2 APPROVE THE REPORT OF CBV KPMG, REPRESENTED BY Management MESSRS. L. RUYSEN AND J. VANDER BRUGGEN, AUDITOR, DRAWN UP ON 20 SEP 2004 IN ACCORDANCE WITH THE ARTICLE 596 O F THE COMPANIES ACT 1.3 APPROVE TO ISSUE A MAXIMUM OF 200,000 NEW REGISTERED Management SHARES WITHOUT FACE VALUE , UNDER THE CONDITIONS DESCRIBED IN THE REPORT OF THE BOARD OF DIRECTORS MENTI ONED ABOVE 1.4 APPROVE TO SET THE ISSUE PRICE ON THE BASIS OF Management THE AVERAGE STOCK MARKET PRICE OF THE ORDINARY COLRUYT SHARE OVER THE 30 DAYS PRECEDING THE EGM MAKING THIS D ECISION, AFTER THE APPLICATION OF A MAXIMUM DISCOUNT OF 20% 1.5 APPROVE TO WAIVE THE PRE-EMPTIVE SUBSCRIPTION Management RIGHT TO THESE SHARES AS GIVEN T O SHAREHOLDERS BY THE ARTICLE 595 AND ONWARDS OF THE COMPANIES ACT, IN THE FAV OUR OF EMPLOYEES AS MENTIONED ABOVE IN THE INTERESTS OF THE COMPANY 1.6 APPROVE TO INCREASE THE SHARE CAPITAL, UNDER Management THE SUSPENSIVE CONDITION OF SUBSC RIPTION, BY THE ISSUE OF THE NEW SHARES MENTIONED ABOVE, UNDER THE CONDITIONS SPECIFIED ABOVE AND AT THE ISSUE PRICE SET BY THE EGM; TO SET THE MAXIMUM AMOU NT BY WHICH THE SHARE CAPITAL MAY BE INCREASED AFTER SUBSCRIPTION, BY MULTIPLY ING THE ISSUE PRICE FOR THE NEW SHARES SET BY THE EGM BY THE MAXIMUM NUMBER OF NEW SHARES TO BE ISSUED; SUBSCRIPTION TO THE NEW SHARES SHALL BE RESERVED FOR EMPLOYEES OF THE COMPANY AND ITS RELATED COMPANIES, AS SPECIFIED ABOVE; THE C APITAL SHALL ONLY BE INCREASED IN THE EVENT OF SUBSCRIPTION, AND THIS BY THE A MOUNT OF THIS SUBSCRIPTION; IF THE NUMBER OF SHARES SUBSCRIBED TO IS GREATER T HAN THE SPECIFIED MAXIMUM NUMBER OF NEW SHARES TO BE ISSUED, THERE SHALL BE A DISTRIBUTION WHEREBY IN THE FIRST INSTANCE THE POSSIBILITY OF THE MAXIMUM TAX BENEFIT FOR EACH EMPLOYEE SHALL BE CONSIDERED, AND IN THE NEXT STAGE A PROPORT IONATE DECREASE SHALL BE APPLIED IN RELATION TO THE NUMBER OF SHARES SUBSCRIBE D TO BY EACH EMPLOYEE 1.7 APPROVE THE OPENING THE SUBSCRIPTION PERIOD ON Management 26 OCT 2004 AND CLOSING IT ON 2 6 NOV 2004 1.8 AUTHORISE THE BOARD OF DIRECTORS TO RECEIVE THE Management SUBSCRIPTION APPLICATIONS, TO COLLECT AND RECEIVE THE CONTRIBUTIONS, AT THE END OF THE SUBSCRIPTION PERIOD T O DETERMINE THE NUMBER OF SHARES SUBSCRIBED AS WELL AS THE SUBSCRIBED AMOUNT, TO SET THE CAPITAL INCREASE BY THIS AMOUNT WITHIN THE MAXIMUM AMOUNT SET BY TH E EGM AND TO CERTIFY BY NOTARY THE REALISATION OF THE CAPITAL INCREASE WITHIN THE SAME LIMIT, THE PAYMENT OF IT IN CASH, AS WELL AS THE RESULTING CHANGE IN THE AMOUNT OF THE SHARE CAPITAL AND THE NUMBER OF SHARES STATED IN THE ARTICLE 5 SHARE CAPITAL OF THE STATUTES AND TO EXECUTE THE DECISIONS OF THE EGM FOR ALL THESE TRANSACTIONS AND TO THIS END TO SET ALL CONDITIONS, INSOFAR THEY HA VE NOT BEEN SET BY THE EGM, TO MAKE ALL AGREEMENTS, AND IN GENERAL TO DO THE N ECESSARY 2.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management OF 17 SEP 2004 JUSTIFYING THE THE AUTHORITY TO PURCHASE OF OWN SHARES BY THE COMPANY AND SUBSIDIARIES ARTICLES 620 AND 627 OF THE COMPANIES ACT 2.2 AUTHORISE THE BOARD OF DIRECTORS OF THE COMPANY Management AND THE BOARDS OF DIRECTORS OF THE SUBSIDIARIES, AS SPECIFIED BY THE ARTICLE 627 OF THE COMPANIES ACT, TO AC QUIRE A MAXIMUM TOTAL OF 3,528,310 SHARES OF THE COMPANY, ON BEHALF OF THE COM PANY AND/OR ON BEHALF OF THE SUBSIDIARIES, AT A MINIMUM PRICE OF 25 EUROS PER SHARE AND AT A MAXIMUM PRICE OF 150 EUROS PER SHARE, INSOFAR THIS PRICE IS WIT HIN THE MINIMUM/MAXIMUM LIMIT SET BY ARTICLE 12, 3RD PARAGRAPH OF THE ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THIS AUTHORISATI ON SHALL REPLACE THE AUTHORISATION GIVEN BY THE EGM OF SHAREHOLDERS OF THE COM PANY OF 15 OCT 2003, WHICH LAPSES IN APRIL 2005 3.1 APPROVE TO RENEW THE AUTHORIZATION OF THE BOARD Management OF DIRECTORS TO INCREASE THE S UBSCRIBED AMOUNT IN ACCORDANCE WITH ARTICLE 6 OF THE ARTICLES OF ASSOCIATION, UNDER THE CONDITIONS OF THE ARTICLE 607, SECTION 2 OF THE COMPANIES ACT AS FROM THE DATE ON WHICH THE COMPANY HAS BE EN INFORMED BY THE BANKING, FINANCE AND INSURANCE COMMISSION THAT IT HAS BEEN INFORMED OF A PUBLIC TAKE-OVER BID ON THE SHARES OF THE COMPANY; AUTHORITY EX PIRES AT THE END OF 3 YEARS 3.2 APPROVE TO EXTEND THE PERIOD OF THREE YEARS TAKING Management EFFECT ON THE DATE OF THE E GM, AND THE POSSIBILITY OF THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY S OWN SHARES, AND WHENEVER SUCH ACQUISITION MAY BE NECESSARY TO PREVENT THE COMPANY FROM SUFFERING SERIOUS AND IMMINENT PREJUDICE AS LAID DOWN IN ARTICLE 12, PA RAGRAPH 4 OF THE ARTICLES OF ASSOCIATION AND IN ARTICLE 620, PARAGRAPH 1, SECT ION 3 AND 4 OF THE COMPANIES ACT 3.3.1 APPROVE TO EXTEND BY A PERIOD OF 3 YEARS AS OF Management THE CURRENT AMENDMENT TO THE AR TICLES OF ASSOCIATION, THE POWER OF THE BOARD OF DIRECTORS TO DISPOSE OF THE O WN SHARES IT ACQUIRED UNDER THE AUTHORIZATION ABOVE WITHOUT THE PRIOR CONSENT OF THE GENERAL MEETING, PROVIDED THE SHARES ARE LISTED ARTICLE 622, PARAGRAPH 2, SECTION 2, 1 OF THE COMPANIES ACT AND ARTICLE 12, SECTION 5 OF THE ARTICLE S OF ASSOCIATION 3.3.2 APPROVE TO DISPOSE OF THE SAID SHARES ON THE Management STOCK MARKET OR AN OFFER TO SELL MADE TO ALL SHAREHOLDERS, AT THE SAME CONDITIONS, IN ORDER THE PREVENT THE COM PANY FROM SUFFERING IMMINENT AND SERIOUS PREJUDICE ARTICLE 622, PARAGRAPH 2, SUBSECTION 2, 2ND COMPANIES ACT AND ARTICLE 12, PARAGRAPH 5 OF THE ARTICLES OF ASSOCIATION , THE LATTER POSSIBILITY WILL EXIST FOR A PERIOD OF 3 YEARS AS OF THE PUBLICATION OF THE PRESENT AMENDMENT TO THE ARTICLES OF ASSOCIATION AND C AN EXTEND IT IN ACCORDANCE WITH THE APPLICABLE LEGAL PROVISIONS - ------------------------------------------------------------------------------------------------------------------------------------ HOPEWELL HOLDINGS LTD AGM Meeting Date: 10/18/2004 Issuer: Y37129148 ISIN: HK0054007841 SEDOL: 5816956, 6140290 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE DIRECTORS AND FIX THE DIRECTORS Management For FEES 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For SHARES OF THE COMPANY DURING TH E RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED THE STOCK EXCHA NGE OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY BE LIS TED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG CODE AND THE STOCK EXCHANGE FOR THIS PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH AL L APPLICABLE LAWS AND REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECUR ITIES ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIM E TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 5.2 AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management Against WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS INCLUDING WARRANTS, BONDS, DEBENTURES, NOTES AND OTHER SECURITIES WHICH CARRY RIGHTS TO SUBSCRIBE FOR OR ARE CONVERTIBLE INTO SHARES OF THE COMPANY DURING AND AFTER THE RELEVA NT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO ANY SCRIP DIVIDEND PURSU ANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY OR RIGHTS ISSUE OR THE EXERC ISE OF SUBSCRIPTION OR CONVERSION RIGHTS UNDER ANY WARRANTS, BONDS, DEBENTURES , NOTES AND OTHER SECURITIES ISSUED BY THE COMPANY OR THE EXERCISE OF ANY SHAR E OPTION SCHEME ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS TO ALLOT SHARES PURSUANT TO RESOLUTION 5.2, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL A MOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED PURSUANT TO RESOLUTION 5 .1, PROVIDED THAT SUCH EXTENDED AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NO MINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION S.6 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE Management For COMPANY IN SUBSTITUTION FOR AND T O THE EXCLUSION OF ALL THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ BLUESCOPE STEEL LTD AGM Meeting Date: 10/19/2004 Issuer: Q1415L102 ISIN: AU000000BSL0 SEDOL: 6533232 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE REPORTS OF THE DIRECTO RS AND THE AUDITOR FOR THE YE 30 JUN 2004 2.a RE-ELECT MR. RON MCNEILLY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION 2.b RE-ELECT MS. DIANE GRADY AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COM PANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 3, BY MR. ADAMS, ANY OTHER DIRECTOR OF THE COMPANY OR ANY OF THEIR ASSOCIATES, UNLE SS: THE VOTE IS CAST AS PROXY FOR A PERSON WHO IS ENTITLED TO VOTE, IN ACCORDA NCE WITH A DIRECTION ON THE PROXY FORM; OR THE VOTE IS CAST BY A PERSON CHAIRI NG THE MEETING AS PROXY OR ITS CORPORATE REPRESENTATIVE FOR A PERSON WHO IS ENTITLED TO VOTE, IN ACCORDANCE WITH A DIRECTION ON THE PROXY FORM TO VOTE AS THE PROXY DECIDES 3. APPROVE THE GRANT OF SHARE RIGHTS TO THE MANAGING Management For DIRECTOR AND THE CHIEF EXECU TIVE OFFICER, MR. KIRBY ADAMS, UNDER THE LONG TERM INCENTIVE PLAN AS DESCRIBED IN THE EXPLANATORY NOTES TO THIS NOTICE OF MEETING APPROVED FOR ALL PURPOSES, INCLUDING FOR THE PURPOSE OF ASX LISTING RULE 10.14 S.4 AMEND THE COMPANY S CONSTITUTION: A) BY INSERTING Management Against THE SPECIFIED WORDS IN THE S ECOND LINE OF RULE 11.4; AND B) BY INSERTING THE SPECIFIED SENTENCE IN THE RUL E 11.8 AND AS A NEW PARAGRAPH AT THE END OF RULE 11.7 S.5 AMEND THE COMPANY S CONSTITUTION BY INSERTING Management Against A SENTENCE IN THE NINTH LINE OF RULE 11.11 S.6 AMEND THE COMPANY S CONSTITUTION: A) BY DELETING Management Against THE WORD OR AT THE END OF R ULE 11.14 B ; B) BY DELETING THE PERIOD AT THE END OF RULE 11.14 C AND INSERT ING IN ITS PLACE ; OR ; C) BY INSERTING A NEW PARAGRAPH D IN RULE 11.14; AN D D) BY INSERTING A SENTENCE IN RULE 13.17 S.7 AMEND THE COMPANY S CONSTITUTION BY ADDING THE Management Against SENTENCE OF RULE 12.11 S.8 AMEND THE COMPANY S CONSTITUTION BY INSERTING Management Against A NEW RULE 12.14 - ------------------------------------------------------------------------------------------------------------------------------------ COCHLEAR LIMITED AGM Meeting Date: 10/19/2004 Issuer: Q25953102 ISIN: AU000000COH5 SEDOL: 4020554, 6211798 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE COMPANY S FINANCIAL Management For REPORT AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS OF THE COMPANY IN RESPECT OF THE YE 30 JUN 2004 2. ADOPT THE REMUNERATION REPORT Management For 3. RE-ELECT MR. JUSTUS VEENEKLAAS AS A DIRECTOR, Management For WHO IS RETIRES BY ROTATION IN AC CORDANCE WITH THE COMPANY S CONSTITUTION 4. APPROVE TO INCREASE THE AGGREGATE MAXIMUM SUM Management For AVAILABLE FOR REMUNERATION FOR N ON-EXECUTIVE DIRECTORS BY AUD 400,000 PER YEAR TO AUD 1,000,000 PER YEAR WITH EFFECT FROM THE FY COMMENCING 01 JUL 2004 5. APPROVE: A) TO GRANT DR. CHRISTOPHER GRAHAM ROBERTS, Management For CEO/PRESIDENT OF THE COMP ANY, OPTIONS CALCULATED IN ACCORDANCE WITH THE FORMULA, AND ON THE TERMS AS SP ECIFIED FOR THAT PERIOD OF FYE 30 JUN 2004 FOR WHICH HE HELD HIS CURRENT POSIT ION; B) THE ACQUISITION BY THE PLAN TRUSTEE ON BEHALF OF DR. ROBERTS OF PERFOR MANCE SHARES CALCULATED IN ACCORDANCE WITH THE FORMULA AND AS SPECIFIED FOR TH AT PERIOD OF FYE 30 JUN 2004 THAT DR. ROBERTS HELD HIS CURRENCT POSITION; C) T O GRANT TO DR. ROBERTS OPTIONS CALCULATED IN ACCORDANCE WITH THE FORMULA AS SP ECIFIED; D) THE ACQUISITION BY THE PLAN TRUSTEE ON BEHALF OF DR. ROBERTS OF PE RFORMANCE OF SHARES CALCULATED IN ACCORDANCE WITH THE FORMULA AS SPECIFIED; AN D E) THE ISSUE TO DR. ROBERTS OF ANY SHARES UPON THE EXERCISE OF ANY OPTIONS, OR THE TRANSFER BY THE PLAN TRUSTEE TO DR. ROBERTS OF ANY SUCH PERFORMANCE SHA RES 6. APPROVE: A) TO GRANT DR. JOHN LOUIS PARKER, AN Management For EXECUTIVE DIRECTOR OF THE COMPA NY, OF OPTIONS CALCULATED IN ACCORDANCE WITH THE FORMULA, AND ON THE TERMS AS SPECIFIED; B) THE ACQUISITION BY THE PLAN TRUSTEE ON BEHALF OF DR. PARKER OF P ERFORMANCE SHARES CALCULATED IN ACCORDANCE WITH THE FORMULA AND ON THE TERMS A S SPECIFIED; C) THE ISSUE TO DR. PARKER OF ANY SHARES UPON THE EXERCISE OF ANY OPTIONS, OR THE TRANSFER BY THE PLAN TRUSTEE TO DR. PARKER OF ANY SUCH PERFOR MANCE SHARES * PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTION Non-Voting Non-Vote Proposal 4 BY A DIRECTOR OF THE COMPANY O R ANY ASSOCIATE WILL BE DISREGARDED. THANK YOU. * PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTION Non-Voting Non-Vote Proposal 5 AND/OR 6 BY DR. ROBERTS AND DR . PARKER AND THEIR RESPECTIVE ASSOCIATES WILL BE DISREGARDED. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ PERPETUAL TRUSTEES AUSTRALIA LTD PPT AGM Meeting Date: 10/19/2004 Issuer: Q9239H108 ISIN: AU000000PPT9 SEDOL: 6682394 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE AND CONSIDER THE FINANCIAL REPORT OF Non-Voting Non-Vote Proposal THE COMPANY FOR THE YE 30 JUN 200 4 AND THE REPORTS OF THE DIRECTORS AND AUDITORS 1. ELECT MS. SANDRA MCPHEE AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 15.3 (A) OF THE COMPANY S CONSTITUTION 2. ELECT MR. PAUL MCCLINTOCK AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTICL E 15.3 (A) OF THE COMPANY S CONSTITUTION 3. RE-ELECT MS. LINDA NICHOLLS AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 15.3 (B) OF THE COMPANY S CONSTITUTION 4. RE-ELECT MR. ROBERT SAVAGE AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTIC LE 15.3 (B) OF THE COMPANY S CONSTITUTION 5. RE-ELECT MR. WARWICK KENT AO AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ART ICLE 15.3 (C) OF THE COMPANY S CONSTITUTION 6. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For EXCHANGE LIMITED LISTING RULE 10. 17 AND ARTICLE 16.1(A) OF THE CONSTITUTION OF THE COMPANY, TO INCREASE THE FEE S OF THE NON-EXECUTIVE DIRECTORS TO A MAXIMUM AGGREGATE OF AUD 1.75 MILLION 7. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For EXCHANGE LIMITED LISTING RULE 10. 14, TO ISSUE ORDINARY SHARES IN THE COMPANY AND OPTIONS TO SUBSCRIBE FOR ORDIN ARY SHARES IN THE COMPANY UP TO 3 YEARS AFTER THE DATE OF THIS MEETING TO, OR ON BEHALF OF, MR. DAVID DEVERALL, THE COMPANY S MANAGING DIRECTOR, IN ACCORDAN CE WITH THE PROVISIONS OF THE COMPANY S EXECUTIVE SHARE PLAN AND EXECUTIVE OPT ION PLAN AS SPECIFIED S.8 APPROVE TO REPLACE THE CONSTITUTION OF THE COMPANY Management For IN ITS ENTIRETY WITH THE CO NSTITUTION TABLED AT THE MEETING - ------------------------------------------------------------------------------------------------------------------------------------ THE AUSTRALIAN GAS LIGHT COMPANY AGM Meeting Date: 10/19/2004 Issuer: Q09680101 ISIN: AU000000AGL7 SEDOL: 5585966, 6064969 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE ANNUAL FINANCIAL REPORT Management Abstain OF THE COMPANY AND THE CONSOLI DATED ENTITY FOR THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS AND THE A UDITOR 2.a RE-ELECT MR. M.R.G. JOHNSON AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE WITH CLAUSE 58 OF THE COMPANY S CONSTITUTION 2.b RE-ELECT MRS. C.J. HEWSON AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE WITH CLAUSE 58 OF THE COMPANY S CONSTITUTION 2.c RE-ELECT, IN ACCORDANCE WITH CLAUSE 56 OF THE Management For COMPANY S CONSTITUTION, MR. M.G. OULD AS A DIRECTOR OF THE COMPANY 3. APPROVE, UNDER AND IN ACCORDANCE WITH THE AUSTRALIAN Management Against GAS LIGHT COMPANY S LONG- TERM INCENTIVE PLAN, THE ACQUISITION RIGHTS TO ACQUIRE UP TO A MAXIMUM OF 65,2 23 SHARES IN THE AUSTRALIAN GAS LIGHT COMPANY IN RESPECT OF THE FYE 30 JUN 200 4, BY MR. G.J.W MARTIN, THE MANAGING DIRECTOR OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ DIAGEO PLC AGM Meeting Date: 10/20/2004 Issuer: G42089113 ISIN: GB0002374006 SEDOL: 0237400, 5399736, 5409345, 5460494 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For AND THE ACCOUNTS FOR THE YE 3 0 JUN 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 30 JUN 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For WHO RETIRES BY ROTATION 5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For 8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For COMPANY UNTIL THE CONCLUSION O F THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND A UTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For BY PARAGRAPH 4.3 OF ARTI CLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING AT THE CO NCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 19 JAN 2006, WHICHEVER IS EARLIE R AND FOR SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES WHICH THE DIRECT ORS MAY SO ALLOT IN ACCORDANCE WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION 95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 4.4(C) SHALL BE GBP 44,234,986 S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES A CT 1985 AS AMENDED OF UP TO 305,752,223 OF ITS ORDINARY SHARES OF 28 101/10 8 PENCE EACH, AT A MINIMUM PRICE OF 28 101/108 PENCE FOR AN ORDINARY SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FR OM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; THE COMPANY, BEF ORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For ACCORDANCE WITH THE SCHEDULE OF A MENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION 11 14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For SHARE OPTION PLAN IN ACCORDA NCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PA SSING OF RESOLUTION 11 15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For WITH THE SCHEDULE OF AMEN DMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION 11 16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For SHARE INCENTIVE PLAN IN ACCORDANC E WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PASS ING OF RESOLUTION 11 17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For SCHEME 2000 IN ACCORDANCE WITH T HE SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PASSING OF R ESOLUTION 11 18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For IRISH SHARESAVE SCHEME IN ACCORDA NCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO THE PA SSING OF RESOLUTION 11 19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For ACCORDANCE WITH THE SCHEDULE OF A MENDMENTS PRODUCED TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL LIMIT ON ANNU AL AWARDS UNDER THE LONG TERM INCENTIVE PLAN IS INCREASED TO 250% OF ANNUAL SA LARY - ------------------------------------------------------------------------------------------------------------------------------------ ORIGIN ENERGY LTD AGM Meeting Date: 10/20/2004 Issuer: Q71610101 ISIN: AU000000ORG5 SEDOL: 6214861 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE STATEMENTS OF FINANCIAL Non-Voting Non-Vote Proposal POSITION AND STATEMENTS OF FIN ANCIAL PERFORMANCE OF THE COMPANY AND THE ENTITIES IT CONTROLLED DURING THE YE AR FOR THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS TH EREON 2.1 ELECT MR. J. ROLAND WILLIAMS AS A DIRECTOR Management For 2.2 ELECT MR. TREVOR BOURNE AS A DIRECTOR Management For 3. APPROVE THE GRANT TO MANAGING DIRECTOR, MR. GRANT Management For A. KING OF OPTIONS TO SUBSCR IBE FOR UP TO ONE MILLION FULLY PAID ORDINARY SHARES IN THE COMPANY OVER TWO Y EARS, AT AN EXERCISE PRICE EQUAL TO THE ORIGIN ENERGY MARKET PRICE AND THE ALL OTMENT TO MR. GRANT A. KING OF UP TO ONE MILLION FULLY PAID ORDINARY SHARES IN THE COMPANY PURSUANT TO THE VALID EXERCISE OF THOSE OPTIONS 4. APPROVE TO INCREASE THE MAXIMUM FEES PAYABLE Management For TO THE NON-EXECUTIVE DIRECTORS OF THE COMPANY BY AUD 450,000 TO AUD 1,400,000 PER ANNUM - ------------------------------------------------------------------------------------------------------------------------------------ VALORA HOLDING AG, BERN EGM Meeting Date: 10/20/2004 Issuer: H53670198 ISIN: CH0002088976 BLOCKING SEDOL: 4581619, 5978522 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE DESTRUCTION OF THE 454,000 REGISTERED Management SHARES OF VALORA HOLDING AG WITH A NOMINAL VALUE OF CHF 10 EACH WHICH WERE ACQUIRED AS PART OF THE BUYBACK PROGRAMME DECIDED BY THE EGM OF 20 NOV 2003 AND RESULTING REDUCTION OF THE SH ARE CAPITAL BY CHF 4,540,000 FROM THE PREVIOUS CHF 40,240,000 TO CHF 35,700,00 0; AND THE SPECIAL AUDIT REPORT SUBMITTED PURSUANT TO THE ARTICLE 732 OF THE S WISS LAW OF OBLIGATIONS OR STATING THAT THE CLAIMS OF THE CREDITORS ARE COVERE D IN FULL EVEN AFTER THE REDUCTION OF THE SHARE CAPITAL AS IN THE SECTION1.1; AND AMEND THE ARTICLE 3 OF THE ARTICLES OF INCORPORATION AS: THE SHARE CAPITAL IS CHF 35,700,000 DIVIDED INTO 3,570,000 FULLY PAID-UP REGISTERED SHARES WITH A NOMINAL VALUE OF CHF 10 EACH 2. AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management THE PASSING OF RESOLUTION 1, TO BUY BACK A MAXIMUM OF 387,500 PROPRIETARY REGISTERED SHARES WITH A NOMINAL VAL UE OF CHF 10 EACH EQUIVALENT TO 10.8% OF ALL THE OUTSTANDING REGISTERED SHARE S VIA EXISTING SECOND TRADING LINE FOR THE PURPOSE OF A CAPITAL REDUCTION BY THE DESTRUCTION OF THESE SHARES; AND APPROVE THE SPECIAL AUDIT REPORT SUBMITTE D PURSUANT TO THE ARTICLE 732 WHICH STATES THE CLAIMS OF THE CREDITORS WILL BE SATISFIED IN FULL AS THE MATTERS STAND AT PRESENT EVEN AFTER A CAPITAL REDUCT ION OF THE MAXIMUM AMOUNT STIPULATED IN THE SECTION 2.1 3. OTHER BUSINESS Other * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THE NOTICE FOR THIS MEETING Non-Voting WAS RECEIVED AFTER THE REGISTRATI ON DEADLINE. IF YOUR SHARES WERE REGISTERED PRIOR TO THE DEADLINE OF 01 OCT 2 004, YOUR VOTING INSTRUCTIONS WILL BE ACCEPTED FOR THIS MEETING. HOWEVER, VOT ING INSTRUCTIONS FOR SHARES THAT WERE NOT REGISTERED PRIOR TO THE REGISTRATION DEADLINE WILL NOT BE ACCEPTED * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA.PLEASE ALSO NOTE TH E NEW CUT-OFF. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN TH IS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YO U. - ------------------------------------------------------------------------------------------------------------------------------------ BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER EGM Meeting Date: 10/21/2004 Issuer: E19790109 ISIN: ES0113900J37 SEDOL: 0736082, 2576628, 5705946, 5706637, 5706819, 5761885, 5852433, 5900600, B23 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. CAPITAL INCREASE IN THE NOMINAL AMOUNT OF 755,688,951.5 Management For EUROS BY MEANS OF THE ISSUANCE OF 1,511,377,903 NEW ORDINARY SHARES HAVING A PAR VALUE OF ONE-HALF ( 0.5) EURO AND AN ISSUANCE PREMIUM TO BE DETERMINED BY THE BOARD OF DIRECTORS O R, IN SUBSTITUTION THEREOF, THE EXECUTIVE COMMITTEE, IN ACCORDANCE WITH THE PR OVISIONS OF ARTICLE 159.1C) IN FINE OF THE COMPANIES LAW (LEY DE SOCIEDADES AN ONIMAS) NO LATER THAN THE DATE OF EXECUTION OF THE RESOLUTION, FOR AN AMOUNT T HAT IN ALL EVENTS SHALL BE BETWEEN A MINIMUM OF 3.74 EUROS AND A MAXIMUM OF 8. 20 EUROS PER SHARE. THE NEW SHARES SHALL BE FULLY SUBSCRIBED AND PAID-UP BY ME ANS OF CONTRIBUTIONS IN KIND CONSISTING OF ORDINARY SHARES OF THE BRITISH COMP ANY ABBEY NATIONAL PLC. TOTAL SUPPRESSION OF PRE-EMPTIVE RIGHTS AND EXPRESS PR OVISION FOR THE POSSIBILITY OF AN INCOMPLETE SUBSCRIPTION. OPTION, IN ACCORDAN CE WITH THE PROVISIONS OF CHAPTER VIII OF TITLE VII AND THE SECOND ADDITIONAL PROVISION OF THE RESTATED TEXT OF THE CORPORATE INCOME TAX LAW (LEY DEL IMPUES TO SOBRE SOCIEDADES) APPROVED BY ROYAL LEGISLATIVE DECREE 4/2004, FOR THE SPEC IAL RULES THEREIN PROVIDED WITH RESPECT TO THE CAPITAL INCREASE BY MEANS OF TH E CONTRIBUTION IN KIND OF ALL THE ORDINARY SHARES OF ABBEY NATIONAL PLC. DELEG ATION OF POWERS TO THE BOARD OF DIRECTORS, AUTHORIZING THE BOARD TO DELEGATE I N TURN TO THE EXECUTIVE COMMITTEE, IN ORDER TO SET THE TERMS OF THE INCREASE I N ALL AREAS NOT PROVIDED FOR BY THE SHAREHOLDERS AT THIS GENERAL MEETING, PERF ORM THE ACTS NEEDED FOR THE EXECUTION THEREOF, RE-DRAFT THE TEXT OF THE FIRST PARAGRAPH OF ARTICLE 4 OF THE BY-LAWS TO REFLECT THE NEW AMOUNT OF SHARE CAPIT AL, EXECUTE WHATSOEVER PUBLIC OR PRIVATE DOCUMENTS AS ARE NECESSARY TO CARRY O UT THE INCREASE AND, WITH RESPECT TO THE CONTRIBUTION IN KIND OF THE SHARES OF ABBEY NATIONAL PLC, EXECUTE THE OPTION FOR THE SPECIAL TAX RULES PROVIDED FOR UNDER CHAPTER VIII OF TITLE VII AND THE SECOND ADDITIONAL PROVISION OF THE RE STATED TEXT OF THE CORPORATE INCOME TAX LAW APPROVED BY ROYAL LEGISLATIVE DEC REE 4/2004. REQUEST APPLICABLE DOMESTIC AND FOREIGN AGENCIES TO ADMIT THE NEW SHARES TO TRADING ON THE MADRID, BARCELONA, BILBAO, AND VALENCIA STOCK MARKETS , THROUGH THE STOCK EXCHANGE INTERCONNECTION SYSTEM (CONTINUOUS MARKET) AND TH E FOREIGN STOCK EXCHANGES ON WHICH THE SHARES OF BANCO SANTANDER ARE LISTED (C URRENTLY MILAN, LISBON AND BUENOS AIRES, AND IN NEW YORK THROUGH ADRS), IN TH E MANNER REQUIRED BY EACH OF THEM 2. AUTHORIZATION, WITHIN THE FRAMEWORK OF THE ACQUISITION Management For OF ABBEY NATIONAL PLC B Y THE BANK, AND ONCE SUCH ACQUISITION HAS BEEN COMPLETED, FOR THE CONTINUATION OF CERTAIN OPTIONS PLANS FOR SHARES AND RIGHTS TO RECEIVE SHARES OF ABBEY NAT IONAL PLC THAT IT CURRENTLY GRANTS TO EMPLOYEES IN ITS GROUP, REPLACING OPTION S FOR SHARES AND RIGHTS TO RECEIVE SHARES OF ABBEY NATIONAL PLC WITH OPTIONS F OR SHARES AND RIGHTS TO RECEIVE SHARES OF THE BANK 3. AUTHORIZATION FOR THE DELIVERY OF ONE HUNDRED Management Against (100) SHARES OF THE BANK TO EACH OF THE EMPLOYEES OF THE ABBEY NATIONAL GROUP PLC, AS A SPECIAL BONUS UPON THE ACQUISITION OF ABBEY NATIONAL PLC, ONCE SUCH ACQUISITION HAS BEEN COMPLETED 4. RATIFICATION OF DIRECTOR Management For 5. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO INTERPRET, Management For RECTIFY, SUPPLEMENT, EX ECUTE AND FURTHER DEVELOP THE RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE G ENERAL MEETING, AS WELL AS TO SUBSTITUTE THE POWERS IT RECEIVES FROM THE SHARE HOLDERS ACTING AT THE GENERAL MEETING, AND THE GRANT OF POWERS TO CONVERT SUCH RESOLUTIONS INTO NOTARIAL INSTRUMENTS * DEAR SHAREHOLDER: AS YOU ARE ALREADY AWARE, THE Non-Voting Non-Vote Proposal EXTRAORDINARY GENERAL SHAREHOL DERS MEETING OF BANCO SANTANDER CENTRAL HISPANO, S.A. HAS BEEN CONVENED TO BE HELD, ON SECOND CALL, AT 12:00 NOON ON OCTOBER 21 OF THIS YEAR, AT THE FACILI TIES OF THE PALACIO DE EXPOSICIONES Y CONGRESOS - AVENIDA DEL RACING, S/N - IN THE CITY OF SANTANDER. THE HOLDING OF THE MEETING ON FIRST CALL AT THE SAME T IME ON OCTOBER 20 AND IN THE SAME PLACE HAS ALSO BEEN PROVIDED FOR, ALTHOUGH P AST EXPERIENCE AND THE WIDE DISPERSION OF OUR COMPANY S SHARE CAPITAL AMONG A GREAT NUMBER OF SHAREHOLDERS ALLOWS FOR THE EXPECTATION THAT THE GENERAL SHARE HOLDERS MEETING WILL LIKELY BE HELD ON SECOND CALL ON OCTOBER 21, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ BORAL LTD NEW AGM Meeting Date: 10/21/2004 Issuer: Q16969109 ISIN: AU000000BLD2 SEDOL: 6218670 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL REPORTS, THE DIRECTORS Non-Voting Non-Vote Proposal REPORT AND THE AUDITORS REPORTS FOR THE YE 30 JUN 2004 2. RE-ELECT MR. KEN MOSS AS A DIRECTOR OF THE COMPANY, Management For WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 3. RE-ELECT MR. MARK RAYNER AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. ELECT MR. RICHARD LONGES AS A DIRECTOR OF THE Management For COMPANY 5. APPROVE, FOR THE PURPOSES OF ASX LISTING RULE Management For 10.14: (A) THE GRANT BY THE COMP ANY TO MR. ROD PEARSE, CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR, IN RESPE CT OF YE 30 JUN 2004, OF OPTIONS TO SUBSCRIBE FOR UP TO 350,000 FULLY PAID ORD INARY SHARES IN THE COMPANY UNDER THE BORAL SENIOR EXECUTIVE OPTION PLAN AND O N THE SPECIFIED TERMS AND THE ALLOTMENT TO MR. PEARSE OF ORDINARY SHARES IN TH E COMPANY PURSUANT TO THE EXERCISE OF THOSE OPTIONS; AND (B) THE OFFER BY THE COMPANY TO MR. ROD PEARSE OF UP TO 120,000 FULLY PAID ORDINARY SHARES IN THE C OMPANY UNDER THE BORAL SENIOR EXECUTIVE PERFORMANCE SHARE PLAN ON THE SPECIFIE D TERMS AND THE ACQUISITION BY THE COMPANY OF THOSE SHARES TO BE HELD FOR THE BENEFIT OF MR. PEARSE AND THE TRANSFER TO MR. PEARSE OF THOSE SHARES 6. APPROVE, FOR THE PURPOSES OF SECTION 200E OF Management For THE CORPORATIONS ACT, THE TERMINA TION PAYMENTS WHICH MAY BECOME PAYABLE TO MR. ROD PEARSE UNDER THE TERMS OF AN EXECUTIVE SERVICE CONTRACT ENTERED INTO ON 15 SEP 2004 BETWEEN MR. PEARSE AND THE COMPANY 7. APPROVE, CONDITIONAL UPON RESOLUTION 6 SET OUT Management For IN THE NOTICE OF MEETING OF THE COMPANY DATED 17 SEP 2004 BEING PASSED AND FOR THE PURPOSES OF ASX LISTING RU LE 10.14: (A) THE GRANT BY THE COMPANY TO MR. ROD PEARSE OF OPTIONS TO SUBSCRI BE FOR FULLY PAID ORDINARY SHARES IN THE COMPANY UNDER THE BORAL SENIOR EXECUT IVE OPTION PLAN ON THE SPECIFIED TERMS AND THE ALLOTMENT TO MR. PEARSE OF ORDI NARY SHARES IN THE COMPANY PURSUANT TO THE EXERCISE OF THOSE OPTIONS; AND (B) THE OFFER BY THE COMPANY TO MR. ROD PEARSE OF FULLY PAID ORDINARY SHARES IN TH E COMPANY UNDER THE BORAL SENIOR EXECUTIVE PERFORMANCE SHARE PLAN IN SUCH NUMB ER, AT SUCH TIMES AND ON THE SPECIFIED TERMS AND THE ACQUISITION BY THE COMPAN Y OF THOSE SHARES TO BE HELD FOR THE BENEFIT OF MR. PEARSE AND THE TRANSFER TO MR. PEARSE OF THOSE SHARES ON THE TERMS SET OUT IN THE OFFER; AND IN EACH CAS E AS PART OF MR. PEARSE S REMUNERATION IN RESPECT OF THE PERIOD FROM 01 JAN 20 05 TO 31 DEC 2009 - ------------------------------------------------------------------------------------------------------------------------------------ CENTRICA PLC EGM Meeting Date: 10/21/2004 Issuer: G2018Z127 ISIN: GB0005734388 SEDOL: 0573438, 5686104 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE, SUBJECT TO AND CONDITIONAL UPON ADMISSION Management For OF THE NEW ORDINARY SHARES AS SPECIFIED TO THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AN D TO TRADING ON THE LONDON STOCK EXCHANGE PLC BECOMING EFFECTIVE: A) TO SUBDIV IDE ALL THE ORDINARY SHARES OF 5 5/9 PENCE EACH IN THE CAPITAL OF THE COMPANY WHICH AT THE CLOSE OF BUSINESS ON 22 OCT 2004 OR SUCH OTHER TIME AND DATE AS THE DIRECTORS OF THE COMPANY MAY DETERMINE AS SPECIFIED, WHETHER ISSUED OR UN ISSUED INTO NEW ORDINARY SHARES OF 50/81 OF A PENNY EACH IN THE CAPITAL OF THE COMPANY THE INTERMEDIATE ORDINARY SHARES ; B) TO CONSOLIDATE ALL IMMEDIATE ORDINARY SHARES THAT ARE IN ISSUE INTO NEW ORDINARY SHARES OF 6 14/81 PENCE E ACH IN THE CAPITAL OF THE COMPANY THE UNISSUED NEW ORDINARY SHARES , PROVID ED THAT, WHERE SUCH CONSOLIDATION WOULD OTHERWISE RESULT IN A FRACTION OF AN U NISSUED NEW ORDINARY SHARE, AND CANCEL, PURSUANT TO SECTION 121(2)(E) OF THE C OMPANIES ACT 1985, THAT NUMBER OF INTERMEDIATE ORDINARY SHARES WHICH WOULD OTH ERWISE SUCH FRACTION; AND C) TO CONSOLIDATE IMMEDIATELY THEREAFTER, ALL THE IN TERMEDIATE ORDINARY SHARES THAT ARE IN ISSUE INTO NEW ORDINARY SHARES OF 6 14/ 81 PENCE EACH IN THE COMPANY THE NEW ORDINARY SHARES , PROVIDED THAT, WHERE S UCH CONSOLIDATION RESULTS IN ANY SHAREHOLDER BEING ENTITLED TO A FRACTION OF A NEW ORDINARY SHARES, SUCH FRACTION SHALL SO FAR AS POSSIBLE, BE AGGREGATED WI TH THE FRACTIONS OF A NEW ORDINARY SHARE TO WHICH OTHER SHAREHOLDERS OF THE CO MPANY MAY BE ENTITLED AND AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ACCORDANC E WITH THE COMPANY S ARTICLES OF THE COMPANY TO SELL OR APPOINT ANY OTHER PER SON TO SELL , ON BEHALF OF THE RELEVANT SHAREHOLDERS, ALL THE NEW ORDINARY SHA RES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE REASONABLY OBTAINABLE TO ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS OF THE SALE NET OF EXPENSES IN DUE P ROPORTION AMONG THE RELEVANT SHAREHOLDERS ENTITLE THERETO SAVE THAT ANY FRACT ION OF A PENNY WHICH WOULD OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR DOWN IN ACCORDANCE WITH THE USUAL PRACTICE OF THE REGISTRARS OF THE COMPANY AND AUTH ORIZE ANY DIRECTOR OF THE COMPANY OR ANY PERSON APPOINTED BY THE DIRECTORS OF THE COMPANY TO EXECUTE AN INSTRUMENT OF TRANSFER IN RESPECT OF SUCH SHARES O N BEHALF OF THE RELEVANT SHAREHOLDERS AND TO DO ALL SUCH ACTS AND THINGS THE D IRECTORS CONSIDER NECESSARY OR EXPEDIENT TO EFFECT THE TRANSFER OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE DIRECTIONS OF, ANY BUYER OF ANY SUCH SHARES 2. AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For UPON THE PASSING OF RESOLUTI ON 1 ABOVE AND PURSUANT TO ARTICLE 10 OF THE COMPANY S ARTICLES OF ASSOCIATION , TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 34 9,705,272 NEW ORDINARY SHARES OF 6 14/81 PENCE, AT A MINIMUM PRICE EQUAL TO TH E NOMINAL VALUE AND NOT MORE THAN 105% ABOVE THE AVERAGE MIDDLE MARKET QUOTATI ONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CON CLUSION OF THE NEXT AGM OF THE COMPANY OR 09 AUG 2004 ; THE COMPANY, BEFORE TH E EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM Meeting Date: 10/21/2004 Issuer: G94697102 ISIN: IE0009420385 SEDOL: 0942038, 4942636, 5938195 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For AND THE FINANCIAL STATEMENTS F OR THE YE 31 MAR 2004 2.a RE-ELECT MR. P.B. CAMERON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 2.b RE-ELECT MR. G.P. DEMPSEY AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 2.c RE-ELECT MR. P.J. GOULANDRIS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDA NCE WITH THE ARTICLES OF ASSOCIATION 2.d RE-ELECT MR. P.R. O DONOGHUE AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN ACCORD ANCE WITH THE ARTICLES OF ASSOCIATION 2.e RE-ELECT MR. LADY O REILLY AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH THE ARTICLES OF ASSOCIATION 2.f RE-ELECT MR. D.W. SCULLEY AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 3. ELECT MR. PAUL. D ALTON AS A DIRECTOR OF THE BOARD Management For 4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS S.5 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES Management For BEING A BODY CORPORATE R EFERRED TO IN THE EUROPEAN COMMUNITIES PUBLIC LIMITED COMPANIES SUBSIDIARY R EGULATION 1997 OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION 212 OF THE C OMPANIES ACT 1990 OF SHARES OF ANY CLASS OF THE COMPANY ON SUCH TERMS AND CON DITIONS AND IN SUCH MANNERS AS THE DIRECTORS FROM TIME TO TIME DETERMINE IN AC CORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT 1990 AND TO T HE RESTRICTION AND PROVISIONS IN ARTICLE 9 OF THE ARTICLES OF ASSOCIATION AND TO RE-ISSUE PRICE RANGE ON WHICH ANY TREASURY SHARES SECTION 209 OF THE COMPA NIES ACT 1990 FOR THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED OFF-MAR KET SHALL BE THE PRICE RANGE IN ARTICLE 10 OF THE ARTICLES OF ASSOCIATION ; A UTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 20 JAN 2006 - ------------------------------------------------------------------------------------------------------------------------------------ BHP BILLITON LTD AGM Meeting Date: 10/22/2004 Issuer: Q1498M100 ISIN: AU000000BHP4 SEDOL: 0144403, 0144414, 5709506, 6144690, 6144764, 6146760 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For LIMITED FOR THE YE 30 JUN 20 04, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT AS SET OUT IN THE ANNUAL REPORT 2. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For PLC FOR THE YE 30 JUN 2004, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT AS SET OUT IN THE ANNUAL REPORT 3. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 4. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY ROTA TION 5. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 6. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 7. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 8. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 9. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 10. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For BHP BILLITON PLC AND AUTHORIZE TH E DIRECTORS TO AGREE THEIR REMUNERATION 12. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For RELEVANT SECURITIES CONFERRE D ON THE DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC S ARTICLES OF ASSOCIATION FOR THE PERIOD ENDING ON THE EARLIER OF: I) 24 FEB 2006; AND II) THE LATER OF THE AGM OF BHP BILLITON LIMITED AND THE AGM OF BHP BILLITON PLC IN 2005; AND F OR SUCH PERIOD THE SECTION 80 AMOUNT (UNDER THE UNITED KINGDOM COMPANIES ACT 1 985) SHALL BE USD 265 926 499.00 S.13 APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For EQUITY SECURITIES FOR CASH C ONFERRED ON THE DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC S ARTICLES OF ASSOC IATION FOR THE PERIOD ENDING ON THE EARLIER OF: I) 24 FEB 2006; AND II) THE LA TER OF THE AGM OF BHP BILLITON LIMITED AND THE AGM OF BHP BILLITON PLC IN 2005 ; AND FOR SUCH PERIOD THE SECTION 89 AMOUNT (UNDER THE UNITED KINGDOM COMPANIE S ACT 1985) SHALL BE USD 61,703,675.00 S.14 AUTHORIZE BHP BILLITON PLC, IN ACCORDANCE WITH Management For ARTICLE 6 OF ITS ARTICLES OF AS SOCIATION AND SECTION 166 OF THE UNITED KINGDOM COMPANIES ACT 1985, TO MAKE MA RKET PURCHASES (SECTION 163 OF THAT ACT) OF ORDINARY SHARES OF AUD 0.50 NOMINA L VALUE EACH IN THE CAPITAL OF BHP BILLITON PLC ( SHARES ) PROVIDED THAT: A) T HE MAXIMUM AGGREGATE NUMBER OF SHARES HEREBY AUTHORIZED TO BE PURCHASED SHALL BE 246,814,700 REPRESENTING 10% OF BHP BILLITON PLC S ISSUED SHARE CAPITAL; B) THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH SHARE IS USD 0.50, BEING THE NOM INAL VALUE OF THE SHARES; C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR A S HARE TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIVE BUS INESS DAYS IMMEDIATELY PRECEDING THE DATE OF PURCHASE OF THE SHARES; AUTHORIT Y CONFERRED BY THIS RESOLUTION SHALL, UNLESS RENEWED PRIOR TO SUCH TIME, EXPIR E ON THE EARLIER OF 24 MAY 2006 AND THE LATER OF THE AGM OF BHP BILLITON LIMIT ED AND THE AGM OF BHP BILLITON PLC IN 2005 PROVIDED THAT BHP BILLITON PLC MAY ENTER INTO A CONTRACT FOR THE PURCHASE OF SHARES BEFORE THE EXPIRY OF THIS AUT HORITY WHICH WOULD OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY 15. APPROVE THE REMUNERATION REPORT FOR THE YE 30 Management For JUN 2004 16. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For 17, THE: A) AMENDED BHP BILL ITON LIMITED GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED; AND B) AMENDED BHP BILLITON PLC GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED 17. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For 16 ABOVE: A) THE BHP BILLITO N LIMITED LONG TERM INCENTIVE PLAN AND THE PRINCIPAL TERMS SPECIFIED; AND B) T HE BHP BILLITON PLC LONG TERM INCENTIVE PLAN AND THE PRINCIPAL TERMS AS SPECIF IED 18. APPROVE TO GRANT THE DEFERRED SHARES AND THE Management For OPTIONS UNDER THE AMENDED BHP BIL LITON LIMITED GROUP INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES UNDER THE BHP BILLITON LIMITED LONG TERM INCENTIVE PLAN TO EXECUTIVE DIRECTOR AND C HIEF EXECUTIVE OFFICER, MR. C.W. GOODYEAR, IN THE MANNER AS SPECIFIED, INCLUDI NG FOR THE PURPOSE OF ASX LISTING RULE 10.14 19. APPROVE TO GRANT THE DEFERRED SHARES AND OPTIONS Management For UNDER THE AMENDED BHP BILLITO N PLC GROUP INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES UNDER THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN TO EXECUTIVE DIRECTOR AND GROUP PRESIDE NT NON-FERROUS MATERIALS, MR. M. SALAMON, IN THE MANNER AS SPECIFIED, INCLUDIN G FOR THE PURPOSES OF ASX LISTING RULE 10.14 * PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTIONS Non-Voting Non-Vote Proposal 16 TO 19 BY MR. C.W. GOODYEAR A ND MR. M. SALAMON AND ANY OTHER DIRECTOR WHO IS ELIGIBLE TO PARTICIPATE IN AN Y EMPLOYEE INCENTIVE SCHEME OF EITHER BHP BILLITON LIMITED OR BHP BILLITON PLC (OF WHICH THERE ARE NONE) AND ANY OF THEIR ASSOCIATES WILL BE DISREGARDED. TH ANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ MARKS & SPENCER GROUP P L C EGM Meeting Date: 10/22/2004 Issuer: G5824M107 ISIN: GB0031274896 SEDOL: 3127489 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 692,771,084 ORDINARY SHARES OF 25 PENCE EACH IN THE CAPIT AL OF THE COMPANY, PURSUANT TO THE TENDER OFFER FOR ORDINARY SHARES ON THE TER MS AS SPECIFIED, AT A MINIMUM PRICE AS SPECIFIED; AUTHORITY EXPIRES AT THE CO NCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 ; THE COMPANY, BEFORE TH E EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.2 AUTHORIZE THE COMPANY, CONDITIONAL UPON THE PASSING Management For OF RESOLUTION S.1, IN SUBS TITUTION FOR ANY AUTHORITY SAVE FOR THE AUTHORITY CONFERRED BY RESOLUTION S.1 ABOVE, WHICH SHALL BE IN ADDITION TO THE AUTHORITY HEREBY CONFERRED , TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF ITS ORDINARY SHAR ES UP TO 158,743,463 ORDINARY SHARES OF 25 PENCE EACH, AT A MINIMUM PRICE OF 2 5 PENCE AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES EARLIER AT THE CONCLU SION OF THE AGM OF THE COMPANY TO BE HELD IN 2005 OR 13 OCT 2005 ; THE COMPANY , BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WIL L OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ WING TAI HOLDINGS LTD AGM Meeting Date: 10/22/2004 Issuer: V97973107 ISIN: SG1K66001688 SEDOL: 5891801, 6972385 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For FYE 30 JUN 2004 AND THE REPORTS OF THE DIRECTOR AND THE AUDITORS THEREON 2. DECLARE A FIRST AND FINAL DIVIDEND OF 8% LESS Management For 20% SINGAPORE INCOME TAX FOR THE FYE 30 JUN 2004 3. APPROVE THE DIRECTORS FEES FOR THE FYE 30 JUN Management For 2004 4. RE-ELECT MR. NE CHEN DUEN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE CO MPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. LOH SOO ENG AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COM PANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. LEE KIM WAH AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COM PANY S ARTICLES OF ASSOCIATION 7. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8. RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT CHAPTER 50 , MR. PHUA BAH LEE AS A DIRECTOR UNTIL THE NEXT AGM 9. RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT CHAPTER 50 , MR. LEE HAN YANG AS A DIRECTOR UNTIL THE NEXT AGM 10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT (CHAPTER 50) AND THE LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITE D, TO ISSUE SHARES AND CONVERTIBLE SECURITIES IN THE CAPITAL OF THE COMPANY (W HETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE) AT ANY TIME TO SUCH PERSONS AND U PON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY IN TH EIR ABSOLUTE DISCRETION DEEM FIT, PROVIDED THAT: (I) THE AGGREGATE NUMBER OF S HARES AND CONVERTIBLE SECURITIES TO BE ISSUED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGRE GATE NUMBER OF SHARES AND CONVERTIBLE SECURITIES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE I SSUED SHARE CAPITAL OF THE COMPANY; AND FOR THE PURPOSE OF THIS RESOLUTION, TH E ISSUED SHARE CAPITAL SHALL BE THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR NEW SHARES ARISING FROM T HE CONVERSION OF CONVERTIBLE SECURITIES OR SHARE OPTIONS ON ISSUE AT THE TIME THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF T HE SHARES OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF TH E COMPANY OR THE DATE BY WHICH THE NEXT AGM IS TO BE HELD BY LAW 11. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 161 OF THE COMPANI ES ACT (CHAPTER 50), TO ISSUE, ALLOT OR OTHERWISE DISPOSE OF SHARES IN THE COM PANY (INCLUDING TO ISSUE, ALLOT OR OTHERWISE DISPOSE OF SHARES TO ANY DIRECTOR OF THE COMPANY) PURSUANT TO THE EXERCISE OF OPTIONS GRANTED IN CONNECTION WIT H OR PURSUANT TO THE TERMS AND CONDITIONS OF THE WING TAI HOLDINGS LIMITED EXE CUTIVES SHARE OPTION SCHEME APPROVED BY SHAREHOLDERS OF THE COMPANY IN GENERA L MEETING ON 05 DEC 1991 (THE 1991 SCHEME); AUTHORITY SHALL CONTINUE IN FORCE UNTIL THE CONCLUSION OF THE COMPANY S NEXT AGM 12. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT (CHAPTER 50), TO ISSUE, ALLOT OR OTHERWISE DISPOSE OF SHARES IN THE COMPANY PURSUANT T O THE EXERCISE OF OPTIONS GRANTED IN CONNECTION WITH OR PURSUANT TO THE TERMS AND CONDITIONS OF THE WING TAI HOLDINGS LIMITED (2001) SHARE OPTION SCHEME APP ROVED BY SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING ON 31 AUG 2001 AND AS MAY BE AMENDED FROM TIME TO TIME (THE 2001 SCHEME) AND, PURSUANT TO THE 2001 S CHEME, TO MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MAY REQ UIRE SHARES TO BE ISSUED, ALLOTTED OR OTHERWISE DISPOSED OF, WHETHER DURING TH E CONTINUANCE OF THIS AUTHORITY OR THEREAFTER, UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ WING TAI HOLDINGS LTD EGM Meeting Date: 10/22/2004 Issuer: V97973107 ISIN: SG1K66001688 SEDOL: 5891801, 6972385 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 AMEND 2, 6, 13, 14, 15, 16A, 18, 21, 40, 41, Management For 43, 44, 45, 46, 47, 71, 76, 81, 8 6, 87, 88, 92, 94,101,104(H), 105, 115, 130, 145, 152, 153, 159, 160, 161, 162 , 165, 166 AND 167 OF THE ARTICLES OF ASSOCIATION 2. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For MARKET PURCHASES BY WAY OF MAR KET PURCHASES OR OFF-MARKET PURCHASES ON AN EQUAL ACCESS SCHEME OF ORDINARY S HARES OF SGD 0.25 EACH SHARES UP TO 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THIS RESOLUTION OR AT THE LAST AGM OF THE CO MPANY, AND AT A PRICE OF UP TO NOT EXCEEDING THE MAXIMUM PRICE, IN ACCORDANCE WITH THE GUIDELINES ON THE SHARE PURCHASE BY THE COMPANY AS SPECIFIED; AUTHOR ITY EXPIRES EARLIER ON THE DATE OF THE NEXT AGM OF THE COMPANY IS HELD OR IS R EQUIRED BY LAW TO BE HELD - ------------------------------------------------------------------------------------------------------------------------------------ EURONEXT NV, AMSTERDAM EGM Meeting Date: 10/25/2004 Issuer: N3113K108 ISIN: NL0000241511 BLOCKING SEDOL: 7153758, 7153769, 7153770 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 19 OCT 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. RECEIVE THE NOTICE OF APPOINTMENT MR. VAN DER Management DOES DE WILLEBOIS AS A MEMBER OF THE BOARD OF MANAGEMENT 3. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ EURONEXT NV, AMSTERDAM EGM Meeting Date: 10/25/2004 Issuer: N3113K108 ISIN: NL0000241511 SEDOL: 7153758, 7153769, 7153770 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. RECEIVE THE NOTICE OF APPOINTMENT MR. VAN DER Non-Voting DOES DE WILLEBOIS AS A MEMBER OF THE BOARD OF MANAGEMENT 3. CLOSING Non-Voting * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 176536 DUE TO CHANGE IN VO TING STATUS ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THIS IS AN INFORMATION ONLY Non-Voting MEETING. SHOULD YOU WISH TO ATTEN D THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOU R CLIENT REPRESENTATIVE AT ADP. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FBG FIN LTD AGM Meeting Date: 10/25/2004 Issuer: Q3944W187 ISIN: AU000000FGL6 SEDOL: 0349350, 5993804, 6349268 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH THE COMPANY S CONSTITUTION 2. RE-ELECT MR. B. HEALEY AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WI TH THE COMPANY S CONSTITUTION 3. APPROVE TO INCREASE THE TOTAL AMOUNT OF THE DIRECTORS Management For FEES BY THE COMPANY, TH AT MAY BE RECEIVED BY THE COMPANY S NON-EXECUTIVE DIRECTORS FROM AUD 900,000 T O AUD 1,200,000 4. AUTHORIZE THE DIRECTORS: A) TO ESTABLISH AND Management For IN THEIR DISCRETION MAINTAIN, WIT H EFFECT FROM THE DATE OF THIS RESOLUTION, THE PLANS PROPOSED TO BE CALLED THE FOSTER S EMPLOYEE SHARE GRANT PLAN SHARE GRANT PLAN AND THE FOSTER S EMPLOY EE SHARE GRANT REPLICA PLAN REPLICA PLAN ON SUBSTANTIALLY THE TERMS AND COND ITIONS AS SPECIFIED, AND IMPLEMENT THE PLANS; B) APPROVE TO ISSUE THE PARTICIP ATING EMPLOYEES UNDER THE SHARE GRANT PLAN, ORDINARY SHARES IN THE COMPANY IN ACCORDANCE WITH THE RULES FOR THE SHARE GRANT PLAN AS SPECIFIED, AND THAT SUCH ISSUES OF ORDINARY SHARES AS AN EXCEPTION TO ASX LISTING RULE 7.1; AND C) MAK E AWARDS TO PARTICIPATING EMPLOYEES UNDER THE REPLICA PLAN TO RECEIVE PAYMENTS IN ACCORDANCE WITH THE RULES FOR THE REPLICA PLAN 5. APPROVE THE ACQUISITION OF RIGHTS IN RESPECT Management For OF UP TO A MAXIMUM OF 340,000 ORD INARY SHARES IN THE COMPANY IN RESPECT OF THE FY 2004/2005, SUBJECT TO THE REL EVANT PERFORMANCE STANDARDS PRESCRIBED UNDER THE FOSTER S LONG TERM INCENTIVE PLAN PLAN , BY MR. T.L.O HOY, PRESIDENT AND THE CHIEF EXECUTIVE OFFICER OF TH E COMPANY, UNDER THE PLAN - ------------------------------------------------------------------------------------------------------------------------------------ TELECOM ITALIA S P A NEW SGM Meeting Date: 10/25/2004 Issuer: T92778124 ISIN: IT0003497176 BLOCKING SEDOL: 7634402 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004). CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. RECEIVE THE COMMON REPRESENTATIVE S REPORT ON Management THE FUND SET UP TO COVER THE NEC ESSARY EXPENSES FOR THE PROTECTION OF SAVING SHARES INTERESTS 2. APPOINT SAVING SHARES COMMON REPRESENTATIVE AND Management APPROVE TO STATE RELATED EMOLU MENTS - ------------------------------------------------------------------------------------------------------------------------------------ TELECOM ITALIA SPA, MILANO SGM Meeting Date: 10/25/2004 Issuer: T92778108 ISIN: IT0003497168 BLOCKING SEDOL: 7634394, 7649882 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004). CONSEQUENTLY, YOU R VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AME NDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE REPORT OF THE COMMON REPRESENTATIVE Management RELATED TO THE FUNDS ESTABLISH ED FOR THE EXPENSES NECESSARY TO THE DEFENCE OF THE COMMON INTERESTS 2. APPOINT THE COMMON REPRESENTATIVE AND FIX THE Management EMOLUMENT - ------------------------------------------------------------------------------------------------------------------------------------ EMPORIKI BANK OF GREECE SA AGM Meeting Date: 10/26/2004 Issuer: X14744100 ISIN: GRS006013007 BLOCKING SEDOL: 4212823, 5518188 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN EGM - THANK YOU Non-Voting 1. APPROVE THE MERGER CONTRACT PLAN AND DEED OF Management THE COMPANY EMPORIKI BANK OF GRE ECE THROUGH UNIFIED ABSORPTION OF THE COMPANIES COMMERCIAL INVESTMENTS BANK SA , COMMERCIAL INVEST SA , COMMERCIAL FACTORING SA AND THE COMMERCIAL CAP ITAL AND HOLDINGS SA , ALONG WITH THE HEARING OF THE TRANSFORMATION BALANCE SH EET, THE RELEVANT CHARTERED AUDITORS CERTIFICATES AND THE BOARD OF DIRECTOR S REPORT TOWARDS THE SHAREHOLDERS, ACCORDING TO ARTICLE 69, PARAGRAPH 4 OF COMM ERCIAL LAW 2190/1920; GRANTING AUTHORIZATION FOR THE SIGNING OF THE NOTARIAL D EED AND THE PROCEEDING OF ANY OTHER ACT, STATEMENT OR CONTRACT REQUIRED 2. APPROVE THE MERGER CONTRACT PLAN AND DEED OF Management THE COMPANY EMPORIKI BANK SA TH ROUGH UNIFIED ABSORPTION OF THE COMPANIES COMMERCIAL INVESTMENT BANK SA , CO MMERCIAL INVEST SA , COMMERCIAL FACTORING SA AND THE COMMERCIAL CAPITAL AND HOLDINGS SA , ACCORDING TO ARTICLE 23A OF COMMERCIAL LAW 2190/1920 3. APPROVE THE : I) SHARE CAPITAL INCREASE OF EMPORIKI Management BANK OF GREECE SA BY THE AMOUNT OF THE CONTRIBUTED SHARE CAPITAL, DUE TO THE MERGER THROUGH ABSORPTION OF COMMERCIAL INVESTMENT BANK SA AND THE COMMERCIAL INVEST SA ; II) SHARE CAPITAL DECREASE OF EMPORIKI BANK OF GREECE SA , DUE TO CONFUSION, BY THE AMO UNT OF THE TOTAL PAR VALUE OF THE SHARES THAT: 1) THE EMPORIKI BANK OF GREECE SA OWNS IN: A) THE COMMERCIAL INVESTMENT BANK SA ; B) THE COMMERCIAL INVES T SA ; C) THE COMMERCIAL FACTORING SA ; D) THE COMMERCIAL CAPITAL AND HOLDIN GS SA ; AND 2) THE COMMERCIAL INVEST BANK SA OWNS IN ITSELF; III) SHARE CAPI TAL INCREASE OF EMPORIKI BANK OF GREECE SA , DUE TO THE CAPITALIZATION OF RES ERVES, IN ORDER TO RETAIN THE SHARES EXCHANGE RATIO AND TO ROUND OFF THE PAR VALUE TO EUR 5.50 OF EMPORIKI BANK OF GREECE SA SHARES 4. AMEND ARTICLES 4 AND 5 OF THE COMPANY S STATUTE, Management ITS CODIFICATION AND GRANTING OF IRREVOCABLE ORDER TO THE BOARD OF DIRECTOR TO PROCEED WITH THE SETTLEMENT OF ANY POTENTIAL FRACTIONAL RIGHTS 5. APPROVE THE DATE DEEDS, STATEMENTS, ANNOUNCEMENTS Management AND CONTRACTS OF THE BOARD O F DIRECTOR EMPORIKI BANK OF GREECE SA , OF THE ADDITIONAL ONES AND THE PROXIE S FOR THE PURPOSES OF THE ABOVE MERGER 6. OTHER ISSUES AND ANNOUNCEMENTS Other * PLEASE NOTE THAT THE MID: 202907 HELD ON 14 OCT Non-Voting 2004 HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 26 OCT 2004. P LEASE ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEA SE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INST RUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FUTURIS CORP LTD AGM Meeting Date: 10/26/2004 Issuer: Q39718103 ISIN: AU000000FCL5 SEDOL: 6357852 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL REPORT FOR THE YE 30 JUN Non-Voting Non-Vote Proposal 2004 AND THE DIRECTORS AND THE AUDITOR S REPORT 2.1 ELECT MR. R.G. GRIGG AS A DIRECTOR OF THE COMPANY, Management For WHO RETIRES IN ACCORDANCE W ITH RULE 8.1(E) OF THE CONSTITUTION OF THE COMPANY 2.2 RE-ELECT MR. W.H. JOHNSON AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N PURSUANT TO RULE 8.1(E) OF THE CONSTITUTION OF THE COMPANY 2.3 RE-ELECT MR. G.D. WALTERS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N PURSUANT TO RULE 8.1(E) OF THE CONSTITUTION OF THE COMPANY 3. APPROVE TO INCREASE THE MAXIMUM AMOUNT OF FEES Management For THAT MAY BE PAID BY THE COMPANY FROM AUD 800,000 PER ANNUM TO AUD 1,300,000 PER ANNUM IN AGGREGATE FOR ALL NO N-EXECUTIVE DIRECTORS - ------------------------------------------------------------------------------------------------------------------------------------ PACIFIC BRANDS LTD AGM Meeting Date: 10/26/2004 Issuer: Q7161J100 ISIN: AU000000PBG6 SEDOL: B00G290 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal OF THE COMPANY FOR THE PERIOD FRO M 12 DEC 2003 TO 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR 2.a ELECT MS. MAUREEN PLAVSIC AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH RULE 8 .1(C) OF THE COMPANY S CONSTITUTION 2.b ELECT MR. PAT HANDLEY AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WIT H RULE 8.1(D) OF THE COMPANY S CONSTITUTION - ------------------------------------------------------------------------------------------------------------------------------------ PAPERLINX LTD AGM Meeting Date: 10/26/2004 Issuer: Q73258107 ISIN: AU000000PPX1 SEDOL: 6222206, 6259970 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE DIRECTORS DECLARATION AND REPORT FOR THE YE 30 JUN 2004, TOGETHER WITH THE AUDITOR S REPORT TO THE MEMB ERS OF THE COMPANY 2.a RE-ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 2.b ELECT MR. T.P. PARK AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 2.c RE-ELECT DR. N.L. SCHEINKESTEL AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH T HE COMPANY S CONSTITUTION 3. APPROVE THE ISSUE, UNDER A LONG-TERM INCENTIVE Management For PLAN, TO THE MANAGING DIRECTOR, MR. T.P. PARK, OF UP TO 300,000 OPTIONS AND THE ISSUE TO THE CHIEF FINANCIAL OFFICER, MR. D.G. ABOTOMEY, OF UP TO 150,000 OPTIONS TO SUBSCRIBE FOR ORDINARY SHARES IN THE CAPITAL OF THE COMPANY SUBJECT TO ACHIEVEMENT OF PERFORMANCE CO NDITIONS AND ON THE OTHER TERMS AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ PUBLISHING AND BROADCASTING LIMITED PBL AGM Meeting Date: 10/26/2004 Issuer: Q7788C108 ISIN: AU000000PBL6 SEDOL: 5636820, 6637082 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE AND APPROVE THE CONSOLIDATED FINANCIAL Non-Voting Non-Vote Proposal STATEMENTS OF THE COMPANY AND I TS CONTROLLED ENTITIES AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR TH E FYE 30 JUN 2004 a. ELECT MR. CHRISTOPHER ANDERSON AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH C LAUSE 6.1(E) OF THE COMPANY S CONSTITUTION b. ELECT MR. SAMUEL CHISHOLM AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH CLAUSE 6.1(E) OF THE COMPANY S CONSTITUTION c. RE-ELECT MR. ROWEN CRAIGIE AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH CLAUS E 6.1(F) OF THE COMPANY S CONSTITUTION d. RE-ELECT MR. JAMES PACKER AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION e. RE-ELECT MR. KERRY PACKER AS A DIRECTOR, WHO Management Against RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION S.f APPROVE, FOR THE PURPOSES OF SECTION 260B(2) Management For OF THE CORPORATIONS ACT 2001, THE GIVING OF FINANCIAL ASSISTANCE BY BURSWOOD LIMITED BURSWOOD OR ANY OF ITS S UBSIDIARIES WHETHER AS TRUSTEE OR OTHERWISE IN CONNECTION WITH THE ACQUISITI ON OF SHARES IN BURSWOOD BY PBL WA PTY LIMITED BEING A WHOLLY SUBSIDIARY OF THE COMPANY AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ STOCKLAND AGM Meeting Date: 10/26/2004 Issuer: Q8773B105 ISIN: AU000000SGP0 SEDOL: 6850856 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Non-Voting Non-Vote Proposal THE FINANCIAL STATEMENTS FOR THE YE 30 JUN 2004 TOGETHER WITH THE AUDITOR S REPORT 2. RE-ELECT MR. G.J. BRADLEY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION 3. RE-ELECT MR. H.C. THORNBURN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. RE-ELECT MR. N.F. GREINER AS A DIRECTOR, WHO Management For RETIRES IN ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 5. APPROVE, SUBJECT TO RESOLUTION 6 AND FOR ALL Management Against PURPOSES UNDER THE CORPORATIONS A CT AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ESTABLIS HMENT OF A PLAN, TO BE CALLED THE STOCKLAND INCENTIVE SHARE PLAN PLAN FOR TH E PROVISION OF INCENTIVES TO SENIOR EMPLOYEES OF THE COMPANY, STOCKLAND TRUST MANAGEMENT LIMITED STML AND THEIR SUBSIDIARIES; B) THE ISSUE AND TRANSFER OF STAPLED SECURITIES TO SENIOR EMPLOYEES UNDER THE PLAN; AND C) THE PROVISION O F BENEFITS TO THOSE SENIOR EMPLOYEES UNDER THE PLAN, IN ACCORDANCE WITH THE ST OCKLAND INCENTIVE SHARE PLAN RULES AS SPECIFIED S.6 APPROVE AND ADOPT THE CONSTITUTION OF THE COMPANY Management For IN SUBSTITUTION FOR AND TO T HE EXCLUSION OF THE EXISTING CONSTITUTION OF THE COMPANY MEMORANDUM AND ARTIC LES OF ASSOCIATION WHICH IS REPEALED BY THIS RESOLUTION 7. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6, NOTWITHSTANDING Management Against THE TERMS OF THE RE SOLUTION PASSED AT THE 2001 AGM CONCERNING THE ISSUE OF STOCKLAND STAPLED SECU RITIES TO MR. QUINN, AND FOR ALL PURPOSES UNDER THE CORPORATIONS ACT AND THE L ISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ALLOTMENT OR TRANSFE R OF 160,000 STOCKLAND STAPLED SECURITIES TO MR. MATHEW QUINN UNDER THE TERMS OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN , WITHIN 1 MONTH AFTER THE DATE OF THE MEETING AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE MAKING OF INTERES T FREE LOANS TO MR. QUINN, BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS DETERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND ACHIEVES EARNINGS PER ST APLED SECURITY TARGETS AND/OR TOTAL SECURITYHOLDER RETURN TARGETS SET BY THE B OARD BEFORE THE ALLOTMENT OR TRANSFER OF STAPLED SECURITIES UNDER THE PLAN, PR OVIDED WITH THAT MR. QUINN WILL RECEIVE NO BENEFIT UNDER PARAGRAPH (A), (B) AN D (C) OF THIS RESOLUTION IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE 30 JUN 2007 8. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6 AND Management Against FOR ALL PURPOSES UNDER THE CORPO RATIONS ACT AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ALLOTMENT OR TRANSFER OF 90,000 STOCKLAND STAPLED SECURITIES TO MR. HUGH THOR BURN UNDER THE TERMS OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN , WITHIN 1 MO NTH AFTER THE DATE OF THE MEETING AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE MAKING OF INTEREST FREE LOANS TO MR. THORBURN UNDER THE PLAN FOR 100% OF T HE SUBSCRIPTION OR PURCHASE PRICE OF THE STAPLED SECURITIES APPROVED TO BE ALL OTTED OR TRANSFERRED TO MR. THORBURN UNDER THE PLAN; AND C) THE PROVISION OF A WARDS TO MR. THORBURN, BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS DET ERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND ACHIEVES EARNINGS PER STAPLE D SECURITY TARGETS AND/OR TOTAL SECURITY HOLDER RETURN TARGETS SET BY THE BOAR D BEFORE THE ALLOTMENT OR TRANSFER OF STAPLED SECURITIES UNDER THE PLAN, PROVI DED THAT MR. THORBURN WILL RECEIVE NO BENEFIT UNDER PARAGRAPHS (A), (B) AND (C ) OF THIS RESOLUTION IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE 30 JUN 200 7 S.9 RATIFY AND APPROVE, FOR THE PURPOSES OF ASX LISTING Management For RULES 7.1 AND 7.4, THE CON STITUTIONS OF THE COMPANY AND THE TRUST AND THE CORPORATIONS ACT, THE ISSUE OF 39,000,000 STAPLED SECURITIES AT AUD 5.20 PER STAPLED SECURITY ON 27 FEB 2004 IN A PRIVATE PLACEMENT 10. TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ STOCKLAND AGM Meeting Date: 10/26/2004 Issuer: Q8773B162 ISIN: AU0000SGPNA1 SEDOL: B02QZ33 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Non-Voting Non-Vote Proposal THE FINANCIAL STATEMENTS FOR THE YE 30 JUN 2004 TOGETHER WITH THE AUDITOR S REPORT 2. RE-ELECT MR. G.J. BRADLEY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE CO MPANY S CONSTITUTION 3. RE-ELECT MR. H.C. THORNBURN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. RE-ELECT MR. N.F. GREINER AS A DIRECTOR, WHO Management For RETIRES IN ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY AND STML WILL DISREGARD Non-Voting Non-Vote Proposal ANY VOTES CAST ON RESOLUT IONS 5, 7 AND 8 BY ANY DIRECTOR OF THE COMPANY OR STML EXCEPT ONE WHO IS INEL IGIBLE TO PARTICIPATE IN ANY EMPLOYEE INCENTIVE SCHEME AND ANY ASSOCIATE OF T HOSE PERSONS. THANK YOU. 5. APPROVE, SUBJECT TO RESOLUTION S.6 AND FOR ALL Management Against PURPOSES UNDER THE CORPORATIONS ACT AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ESTABL ISHMENT OF A PLAN, TO BE CALLED THE STOCKLAND INCENTIVE SHARE PLAN PLAN FOR THE PROVISION OF INCENTIVES TO SENIOR EMPLOYEES OF THE COMPANY, STOCKLAND TRUS T MANAGEMENT LIMITED STML AND THEIR SUBSIDIARIES; B) THE ISSUE AND TRANSFER OF STAPLED SECURITIES TO SENIOR EMPLOYEES UNDER THE PLAN; AND C) THE PROVISION OF BENEFITS TO THOSE SENIOR EMPLOYEES UNDER THE PLAN, IN ACCORDANCE WITH THE STOCKLAND INCENTIVE SHARE PLAN RULES AS SPECIFIED S.6 APPROVE AND ADOPT THE CONSTITUTION OF THE COMPANY Management For IN SUBSTITUTION FOR AND TO T HE EXCLUSION OF THE EXISTING CONSTITUTION OF THE COMPANY MEMORANDUM AND ARTIC LES OF ASSOCIATION WHICH IS REPEALED BY THIS RESOLUTION 7. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6, NOTWITHSTANDING Management Against THE TERMS OF THE RE SOLUTION PASSED AT THE 2001 AGM CONCERNING THE ISSUE OF STOCKLAND STAPLED SECU RITIES TO MR. QUINN, AND FOR ALL PURPOSES UNDER THE CORPORATIONS ACT AND THE L ISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ALLOTMENT OR TRANSFE R OF 160,000 STOCKLAND STAPLED SECURITIES TO MR. MATHEW QUINN UNDER THE TERMS OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN , WITHIN 1 MONTH AFTER THE DATE OF THE MEETING AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE MAKING OF INTERES T FREE LOANS TO MR. QUINN, BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS DETERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND ACHIEVES EARNINGS PER ST APLED SECURITY TARGETS AND/OR TOTAL SECURITYHOLDER RETURN TARGETS SET BY THE B OARD BEFORE THE ALLOTMENT OR TRANSFER OF STAPLED SECURITIES UNDER THE PLAN, PR OVIDED WITH THAT MR. QUINN WILL RECEIVE NO BENEFIT UNDER PARAGRAPH (A), (B) AN D (C) OF THIS RESOLUTION IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE 30 JUN 2007 8. APPROVE, SUBJECT TO RESOLUTIONS 5 AND S.6 AND Management Against FOR ALL PURPOSES UNDER THE CORPO RATIONS ACT AND THE LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED: A) THE ALLOTMENT OR TRANSFER OF 90,000 STOCKLAND STAPLED SECURITIES TO MR. HUGH THOR BURN UNDER THE TERMS OF THE STOCKLAND INCENTIVE SHARE PLAN PLAN , WITHIN 1 MO NTH AFTER THE DATE OF THE MEETING AT WHICH THIS RESOLUTION WAS CONSIDERED; B) THE MAKING OF INTEREST FREE LOANS TO MR. THORBURN UNDER THE PLAN FOR 100% OF T HE SUBSCRIPTION OR PURCHASE PRICE OF THE STAPLED SECURITIES APPROVED TO BE ALL OTTED OR TRANSFERRED TO MR. THORBURN UNDER THE PLAN; AND C) THE PROVISION OF A WARDS TO MR. THORBURN, BEING PARTIAL WAIVERS OF LOAN REPAYMENT OBLIGATIONS DET ERMINED BY THE BOARD UNDER THE PLAN, IF STOCKLAND ACHIEVES EARNINGS PER STAPLE D SECURITY TARGETS AND/OR TOTAL SECURITY HOLDER RETURN TARGETS SET BY THE BOAR D BEFORE THE ALLOTMENT OR TRANSFER OF STAPLED SECURITIES UNDER THE PLAN, PROVI DED THAT MR. THORBURN WILL RECEIVE NO BENEFIT UNDER PARAGRAPHS (A), (B) AND (C ) OF THIS RESOLUTION IF HE RESIGNS OR IS DISMISSED FOR CAUSE BEFORE 30 JUN 200 7 * PLEASE NOTE THAT THE COMPANY AND STML WILL DISREGARD Non-Voting Non-Vote Proposal ANY VOTES CAST ON RESOLUT ION 9 BY ANY PERSON WHO PARTICIPATED IN THE ISSUE AND ANY ASSOCIATE OF THOSE P ERSONS. THANK YOU. 9. RATIFY AND APPROVE, FOR THE PURPOSES OF ASX LISTING Management For RULES 7.1 AND 7.4, THE CON STITUTIONS OF THE COMPANY AND THE TRUST AND THE CORPORATIONS ACT, THE ISSUE OF 39,000,000 STAPLED SECURITIES AT AUD 5.20 PER STAPLED SECURITY ON 27 FEB 2004 IN A PRIVATE PLACEMENT * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ THE NEWS CORPORATION LTD AGM Meeting Date: 10/26/2004 Issuer: Q67027112 ISIN: AU000000NCP0 SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RE-ELECT MR. K.E. COWLEY AS A DIRECTOR Management For 2. RE-ELECT MR. D.F. DEVOE AS A DIRECTOR Management For 3. ELECT MR. V. DINH AS A DIRECTOR Management For 4. ELECT MR. P.L. BARNES AS A DIRECTOR Management For 5. ELECT MR. J.L. THORNTON AS A DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ THE NEWS CORPORATION LTD EGM Meeting Date: 10/26/2004 Issuer: Q67027112 ISIN: AU000000NCP0 SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, CONDITIONAL UPON APPROVAL BY SHAREHOLDERS Management For OF THE SHARE SCHEME AND BY OPTIONHOLDERS OF THE OPTION SCHEME, THE CAPITAL OF THE COMPANY BE REDUCED BY C ANCELING ALL OF THE ORDINARY SHARES AND ALL OF THE PREFERRED SHARES IN THE CAP ITAL OF THE COMPANY, SUCH REDUCTION AND CANCELLATION TO TAKE EFFECT UPON IMPLE MENTATION OF THE SHARE SCHEME AS SPECIFIED * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF HAVE ALREADY SE NT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AM END YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ THE NEWS CORPORATION LTD CRT Meeting Date: 10/26/2004 Issuer: Q67027112 ISIN: AU000000NCP0 SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SHARE SCHEME TO BE ENTERED INTO BETWEEN Management For THE COMPANY ON THE ONE HAN D AND THE ORDINARY SHAREHOLDERS AND PREFERRED SHAREHOLDERS ON THE OTHER FOR TH E PURPOSES OF SECTION 411 OF THE CORPORATIONS ACT 2001, CONDITIONAL UPON APPRO VAL BY THE OPTION HOLDERS OF THE OPTION SCHEME AND BY SHAREHOLDERS OF THE CAPI TAL REDUCTION * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ THE NEWS CORPORATION LTD EGM Meeting Date: 10/26/2004 Issuer: Q67027138 ISIN: AU0000NCPDP0 SEDOL: 6620758, 6648620 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, CONDITIONAL UPON APPROVAL BY SHAREHOLDERS Management For OF THE SHARE SCHEME AND BY OPTIONHOLDERS OF THE OPTION SCHEME, THE CAPITAL OF THE COMPANY BE REDUCED BY C ANCELING ALL OF THE ORDINARY SHARES AND ALL OF THE PREFERRED SHARES IN THE CAP ITAL OF THE COMPANY, SUCH REDUCTION AND CANCELLATION TO TAKE EFFECT UPON IMPLE MENTATION OF THE SHARE SCHEME AS SPECIFIED * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF HAVE ALREADY SE NT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AM END YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ THE NEWS CORPORATION LTD CRT Meeting Date: 10/26/2004 Issuer: Q67027138 ISIN: AU0000NCPDP0 SEDOL: 6620758, 6648620 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SHARE SCHEME TO BE ENTERED INTO BETWEEN Management For THE COMPANY ON THE ONE HAN D AND THE ORDINARY SHAREHOLDERS AND PREFERRED SHAREHOLDERS ON THE OTHER FOR TH E PURPOSES OF SECTION 411 OF THE CORPORATIONS ACT 2001, CONDITIONAL UPON APPRO VAL BY THE OPTION HOLDERS OF THE OPTION SCHEME AND BY SHAREHOLDERS OF THE CAPI TAL REDUCTION * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ NEWCREST MINING LTD AGM Meeting Date: 10/27/2004 Issuer: Q6651B114 ISIN: AU000000NCM7 SEDOL: 4642226, 6637101, B02KH39 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For THE COMPANY AND ITS CONTROLLED EN TITIES FOR THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR S THEREON 2.a RE-ELECT MR. IAN A. RENARD AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH RULE 69 OF THE COMPANY S CONSTITUTION 2.b RE-ELECT MR. RONALD C. MILNE AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDA NCE WITH RULE 69 OF THE COMPANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 3 BY MR. PALMER OR HIS ASSOCIATE.THANK YOU. 3. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT UP Management For TO 50,000 PERFORMANCE RIGHTS TO T HE MANAGING DIRECTOR OF THE COMPANY, MR. ANTHONY PALMER, UNDER THE TERMS CONTA INED IN THE COMPANY S EXECUTIVE PERFORMANCE SHARE PLAN S.4 AMEND THE COMPANY S CONSTITUTION REGARDING RETIREMENT Management Against OF DIRECTORS 5. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ SUNCORP METWAY LIMITED AGM Meeting Date: 10/27/2004 Issuer: Q8802S103 ISIN: AU000000SUN6 SEDOL: 6585084 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 30 JUN 2004 2.a RE-ELECT MR. J.D. STORY AS A DIRECTOR IN ACCORDANCE Management For WITH CLAUSE 14(5) OF THE C OMPANY S CONSTITUTION, WHO RETIRES BY ROTATION 2.b RE-ELECT MR. M.D.E. KRIEWALDT AS A DIRECTOR IN Management For ACCORDANCE WITH CLAUSE 14(5) OF THE COMPANY S CONSTITUTION, WHO RETIRES BY ROTATION 3. APPROVE, FOR THE PURPOSES OF CLAUSE 14.8(A) OF Management For THE COMPANY S CONSTITUTION AND LISTING RULE 10.17, TO INCREASE THE MAXIMUM AMOUNT PAYABLE AS REMUNERATION TO DIRECTORS AS THE DIRECTORS FEES IN ANY FY BY AUD 1,000,000 FROM AUD 1,500,000 PER ANNUM TO AUD 2,500,000 PER ANNUM INCLUSIVE OF ALL STATUTORY SUPERANNUATIO N GUARANTEE CONTRIBUTION MADE BY THE COMPANY ON BEHALF OF THE DIRECTORS - ------------------------------------------------------------------------------------------------------------------------------------ AMCOR LTD AGM Meeting Date: 10/28/2004 Issuer: Q03080100 ISIN: AU000000AMC4 SEDOL: 5709421, 6009131, 6066608 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE STATEMENTS OF PROFIT, Management For THE BALANCE SHEET AND THE REPOR TS AND THE STATEMENTS OF DIRECTORS AND THE AUDITORS IN RESPECT OF THE YE 30 JU N 2004 2.a RE-ELECT MR. CHRISTOPHER IVAN ROBERTS AS A DIRECTOR Management For IN ACCORDANCE WITH THE CON STITUTION 2.b RE-ELECT MR. GEOFFREY ALLAN TOMLINSON AS A DIRECTOR Management For IN ACCORDANCE WITH THE CON STITUTION S.3 AMEND THE CONSTITUTION OF THE COMPANY BY INSERTING Management For NEW RULE 28A IMMEDIATELY AF TER RULE 28 AND INSERTING NEW RULE 97 WITH THE RESULT THAT THIS RULE 97 WILL C EASE TO HAVE EFFECT UNLESS RENEWED ON THE THIRD ANNIVERSARY OF THE DATE OF A DOPTION OF THE RULE 97 - ------------------------------------------------------------------------------------------------------------------------------------ CLOSE BROTHERS GROUP PLC AGM Meeting Date: 10/28/2004 Issuer: G22120102 ISIN: GB0007668071 SEDOL: 0766807, 4493985 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS FOR THE Y E 31 JUL 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 JUL 2004 3. DECLARE A FINAL DIVIDEND FOR THE YE 31 JUL 2004 Management For 4.a RE-ELECT MR. D.G.J. PATERSON AS A DIRECTOR OF Management For THE COMPANY 4.b RE-ELECT MR. D.C. PUSINELLI AS A DIRECTOR OF Management For THE COMPANY 4.c RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR OF THE Management For COMPANY 4.d RE-ELECT MR. J.P. WILLIAMS AS A DIRECTOR OF THE Management For COMPANY 5. RE-APPOINT THE AUDITORS OF THE COMPANY Management For 6. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS S.7 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES A CT 1985 OF UP TO AN AGGREGATE OF 21,639,000 ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUO TATIONS FOR SUCH SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICI AL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; THE COMPANY, BEFO RE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE SHARES WHICH WILL OR MAY BE EXE CUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 7.1 OF TH E COMPANY S ARTICLES OF ASSOCIATION FOR A PERIOD OF 5 YEARS AND FOR WHICH THE SECTION 80 AMOUNT SHALL BE GBP 12,021,000 S.9 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 7.2 OF TH E COMPANY S ARTICLES OF ASSOCIATION UNTIL THE NEXT AGM OF THE COMPANY AND FOR WHICH THE SECTION 89 AMOUNT SHALL BE GBP 2,704,000 10. APPROVE THE CLOSE BROTHERS GROUP PLC 2004 LONG Management For TERM INCENTIVE PLAN (THE 2004 L TIP) AND AUTHORIZE THE DIRECTORS TO ADOPT THE 2004 LTIP AND: I) DO ALL SUCH AC TS AND THINGS AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT THE 2004 LTIP; AND II) IF APPROPRIATE, ESTABLISH FURTHER PLANS BASED ON THE 2004 LTIP BUT MODIFI ED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL, LABOUR, EMPLOYMENT OR SECUR ITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UN DER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUA L OR OVERALL PARTICIPATION IN THE 2004 LTIP - ------------------------------------------------------------------------------------------------------------------------------------ HAYS PLC EGM Meeting Date: 10/28/2004 Issuer: G4361D109 ISIN: GB0004161021 SEDOL: 0416102, 5607688 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT: (I) UPON THE RECOMMENDATION OF Management For THE DIRECTORS OF THE COMPANY AND CONDITIONAL ON THE REDEMPTION OF THE PREFERENCE SHARES OF THE COMPANY AND THE APPROVAL OF THE DIRECTORS OF THE COMPANY AND IMMEDIATELY PRIOR TO THE ORDINARY SHARES (DX SERVICES SHARES) IN DX SERVICES PLC (DX SERVICES) ISSUES AND TO BE ISSUED TO HOLDERS OF ORDINARY SHARES OF THE COMPANY (HAYS ORDINARY SHARES) IN CONNECTION WITH THE DEMERGER, BEING ADMITTED TO THE OFFICIAL LIST OF THE UK L ISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE S MARKET FOR LIST ED SECURITIES (ADMISSION) AN INTERIM DIVIDEND ON THE HAYS ORDINARY SHARES, EQU AL TO THE AGGREGATE BOOK VALUE OF THE COMPANY S INTEREST IN ITS WHOLLY-OWNED S UBSIDIARY, DX NETWORK SERVICES LIMITED, BE AND IS HEREBY DECLARED PAYABLE TO H OLDERS OF HAYS ORDINARY SHARES ON THE REGISTER OF MEMBERS OF THE COMPANY AT 5: 00 A.M. (LONDON TIME) ON 01 NOV 2004, SUCH DIVIDEND TO BE SATISFIED BY THE TRA NSFER EFFECTIVE IMMEDIATELY PRIOR TO ADMISSION BY THE COMPANY TO DX SERVICES O F THE ENTIRE ISSUED SHARE CAPITAL OF DX NETWORK SERVICES LIMITED, IN CONSIDERA TION FOR WHICH DX SERVICES HAS AGREED TO ALLOT AND ISSUE THE DX SERVICES SHARE S, EFFECTIVE IMMEDIATELY PRIOR TO ADMISSION AND CREDITED AS FULLY PAID, TO SUC H SHAREHOLDERS IN THE PROPORTION OF ONE DX SERVICES SHARE FOR EVERY ONE HAYS O RDINARY SHARE THEN HELD BY SUCH SHAREHOLDERS SO THAT IMMEDIATELY PRIOR TO ADMI SSION ALL HOLDERS OF HAYS SHARES WILL HOLD ONE DX SERVICES SHARE FOR EACH HAYS ORDINARY SHARE HELD AT THE DEMERGER RECORD TIME (THE DX SERVICES SHARE ISSUE) ; (II) UPON ADMISSION, THE CONSOLIDATION OF EVERY TWENTY DX SERVICES SHARES OF NOMINAL VALUE OF 2 PENCE EACH INTO 1 DX SERVICES SHARE OF NOMINAL VALUE OF 40 PENCE EACH BE APPROVED; (III) SUBJECT TO AND CONDITIONAL UPON ADMISSION, THE PROPOSALS WITH RESPECT TO OPTIONS AND AWARDS UNDER THE HAYS EMPLOYEE SHARE SCH EMES BE APPROVED SUBJECT TO ANY MODIFICATION CONSISTENT WITH THOSE PROPOSALS T HAT THE DIRECTORS CONSIDER NECESSARY OR DESIRABLE AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS AS THEY CO NSIDER NECESSARY OR DESIRABLE FOR CARRYING THE SAME INTO EFFECT; AND (IV) THE DIRECTORS OF THE COMPANY BE AUTHORIZED TO DO OR PROCURE TO BE DONE ALL SUCH AC TS AND THINGS ON BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS THEY CON SIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT TO THE DEMERGER PROVIDED NO SUCH ACT OR THING IS MATERIALLY INCONSISTENT WITH ANY MATTER AS SP ECIFIED S.2 APPROVE, SUBJECT TO AND CONDITIONAL ON THE DX Management For SERVICES SHARE ISSUE AND THE SHA RE CONSOLIDATION, TO REDUCE THE NOMINAL VALUE OF EACH DX SERVICES SHARE FROM 4 0 PENCE TO 5 PENCE 3. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For 1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX SERVICES RESTRICTED SHARE PLAN 4. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For 1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX SERVICES LONG TERM CO-INVESTMENT PLAN 5. APPROVE, CONDITIONAL ON THE PASSING OF RESOLUTION Management For 1, THE ESTABLISHMENT BY DX S ERVICES OF THE DX SERVICES SAVE-AS-YOU-EARN SCHEME - ------------------------------------------------------------------------------------------------------------------------------------ MEDIOBANCA - BANCA DI CREDITO FINANZIARIO SPA, MILANO MIX Meeting Date: 10/28/2004 Issuer: T10584117 ISIN: IT0000062957 BLOCKING SEDOL: 4574813, 4578268 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 OCT 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 30 JUN Management 2004 AND THE BOARD OF DIRECTORS AND THE INTERNAL AUDITORS REPORTS ON MANAGEMENT ACTIVITY O.2 APPOINT THE BOARD OF DIRECTORS MEMBER AFTER STATING Management THEIR NUMBER O.3 GRANT AUTHORITY TO WITHDRAW AND INSURANCE POLICY Management TO COVER CIVIL RESPONSIBILITY FOR CORPORATE BODY E.1 ADOPT AND AMEND RESOLUTION OF THE MEETING HELD Management ON 25 JUN 2004 REGARDING RIGHTS ISSUE BY ISSUING UP TO A MAXIMUM AMOUNT OF EUR 15 MIO NEW SHARES TO BE RESERV ED TO THE EMPLOYEES AND THE DIRECTORS; AMEND THE BY-LAW CONSEQUENTLY; AND APPR OVE THE DIRECTORS WILL BE APPOINTED BY SLATE VOTING - ------------------------------------------------------------------------------------------------------------------------------------ NGC HOLDINGS LTD AGM Meeting Date: 10/28/2004 Issuer: Q67874109 ISIN: NZNCHE0001S9 SEDOL: 6627566 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1.a RE-ELECT MR. R.J. BENTLEY AS A DIRECTOR IN ACCORDANCE Management For WITH CLAUSE 63 OF THE CO MPANY S CONSTITUTION 1.b RE-ELECT MR. G.J.W. MARTIN AS A DIRECTOR IN ACCORDANCE Management Against WITH CLAUSE 63 OF THE C OMPANY S CONSTITUTION 1.c ELECT HON. F.H. WILDE AS A DIRECTOR IN ACCORDANCE Management For WITH CLAUSE 64 OF THE COMPAN Y S CONSTITUTION 2. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For PURSUANT TO SECTION 200 OF T HE COMPANIES ACT 1993 AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION FO R THE ENSUING YEAR 3. AMEND THE COMPANY S CONSTITUTION AS SPECIFIED Management For * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ SCMP GROUP LTD SGM Meeting Date: 10/28/2004 Issuer: G7867B105 ISIN: BMG7867B1054 SEDOL: 5752737, 6425243, 6824657, B02V4Q4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE AND RATIFY THE CONDITIONAL SALE AND PURCHASE Management For AGREEMENT DATED 13 SEP 20 04 ENTERED IN TO BETWEEN SCMP RETAILING (HK) LIMITED THE VENDOR , A WHOLLY SUBSIDIARY OWNER OF SCMP AND THE DIARY FARM COMPANY LIMITED THE PURCHASER THE AGREEMENT AND AUTHORIZE THE DIRECTORS OF SCMP TO EXERCISE AL SUCH POWE RS AND TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER DESIRABLE, NECESSAR Y OR APPROPRIATE TO IMPLEMENT OR TO GIVE EFFECT TO THE TERMS OF THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THERE UNDER INCLUDING WITHOUT LIMITATION, E XERCISING OR ENFORCING ANY RIGHT THERE UNDER AND TO MAKE AND AGREE TO SUCH VA RIATIONS, AMENDMENTS OR MODIFICATIONS IF ANY TO THE TERMS OF THE AGREEMENT A ND THE TRANSACTION CONTEMPLATED THEREIN AS THEY MAY CONSIDER TO BE DESIRABLE, NECESSARY OR APPROPRIATE IN THE INTEREST OF SCMP - ------------------------------------------------------------------------------------------------------------------------------------ SKY NETWORK TELEVISION LTD AGM Meeting Date: 10/28/2004 Issuer: Q8514Q106 ISIN: NZSKYE0001S6 SEDOL: 5948860, 6092937, 6241900 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION 2. RE-ELECT MR. PETER MACOURT AS A DIRECTOR, IN Management Against ACCORDANCE WITH THE COMPANY S CON STITUTION, WHO RETIRES BY ROTATION 3. RE-ELECT MR. BARRIE DOWNEY AS A DIRECTOR, IN Management For ACCORDANCE WITH THE COMPANY S CON STITUTION, WHO RETIRES BY ROTATION 4. RE-ELECT MR. MARKO BOGOLEVSKI AS A DIRECTOR, Management Against WHO RETIRES IN ACCORDANCE WITH CL AUSE 12.4 OF THE CONSTITUTION 5. RE-ELECT MR. MICHAEL MILLER AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH CONS TITUTION S.6 ADOPT THE NEW CONSTITUTION IN ACCORDANCE WITH Management For SECTION 32 OF THE COMPANIES ACT * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ SOUTHCORP LIMITED AGM Meeting Date: 10/28/2004 Issuer: Q8595V107 ISIN: AU000000SRP7 SEDOL: 5995167, 6764689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE DIRECTORS REPORT, FINANCIAL Management For STATEMENTS AND THE AUDIT REPORT FOR THE YE 30 JUN 2004 S.2 AMEND THE CONSTITUTION OF THE COMPANY IN THE Management For FOLLOWING MANNER: A) BY DELETING THE ARTICLE 92 AND INSERTING A NEW ARTICLE 92; B) BY INSERTING SOME WORDS IN A RTICLE 97(2); AND C) BY DELETING THE ARTICLE 98 AND INSERTING A NEW ARTICLE 98 S.3 AMEND THE CONSTITUTION OF THE COMPANY IN THE Management Against FOLLOWING MANNER: A) BY DELETING THE ARTICLE 109 AND INSERTING THE NEW ARTICLE 109; B) BY DELETING THE SUB-CLAU SE (2)(C) IF ARTICLE 110 AND INSERTING WITH THE NEW ARTICLE; AND C) BY INSERTI NG SOME WORDS IN ARTICLE 104 4.a ELECT MS. MARGARET A. JACKSON AS A DIRECTOR OF Management For THE COMPANY, IN ACCORDANCE WITH ARTICLE 106 OF THE COMPANY S CONSTITUTION 4.b RE-ELECT MR. T. BRAIN FINN AS A DIRECTOR OF THE Management For COMPANY, IN ACCORDANCE WITH AR TICLE 110 OF THE COMPANY S CONSTITUTION 4.c RE-ELECT MR. AG (SANDY) OATLEY AS A DIRECTOR Management For OF THE COMPANY, IN ACCORDANCE WIT H ARTICLE 110 OF THE COMPANY S CONSTITUTION 4.d RE-ELECT MR. ROBERT I OATLEY AS A DIRECTOR OF Management For THE COMPANY, IN ACCORDANCE WITH ARTICLE 109 OF THE COMPANY S CONSTITUTION AND TO HOLD OFFICE UNTIL THE CONCLUS ION OF THE NEXT AGM OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ TELSTRA CORPORATION LIMITED AGM Meeting Date: 10/28/2004 Issuer: Q8975N105 ISIN: AU000000TLS2 SEDOL: 5564534, 6087289, 6087999 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * APPROVE THE CHAIRMAN AND CEO PRESENTATIONS Non-Voting Non-Vote Proposal * APPROVE THE FINANCIAL STATEMENTS AND REPORTS Non-Voting Non-Vote Proposal TO DISCUSS THE COMPANY S FINANCIA L STATEMENTS AND REPORTS FOR THE YE 30 JUN 2004 * PLEASE NOTE THAT ALTHOUGH THERE ARE 7 CANDIDATES Non-Voting Non-Vote Proposal TO BE ELECTED AS DIRECTORS, T HERE ARE ONLY 6 VACANCIES AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQ UIRED TO VOTE FOR ONLY 6 OF THE 7 DIRECTORS. THANK YOU. 1.a ELECT MR. LEONARD COOPER AS A DIRECTOR Management Against 1.b RE-ELECT MR. CHARLES MACEK AS A DIRECTOR, WHO Management For RETIRES BY ROTATION AND IN ACCOR DANCE WITH THE COMPANY S CONSTITUTION 1.c ELECT MR. PAUL HIGGINS AS A DIRECTOR Management Against 1.d ELECT MR. MERVYN VOGT AS A DIRECTOR Management Against 1.e ELECT MR. ANGE KENOS AS A DIRECTOR Management Against 1.f RE-ELECT MR. BELINDA HUTCHINSON AS A DIRECTOR, Management For WHO RETIRES BY ROTATION AND IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 1.g ELECT MR. MEGAN CORNELIUS AM AS A DIRECTOR Management Unvoted Director - ------------------------------------------------------------------------------------------------------------------------------------ TOLL HOLDINGS LTD AGM Meeting Date: 10/28/2004 Issuer: Q9104H100 ISIN: AU000000TOL1 SEDOL: 6693749 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal OF THE COMPANY AND ITS CONTROLLE D ENTITIES FOR THE YE 30 JUN 2004 AND THE RELATED DIRECTORS REPORT, DIRECTORS DECLARATION AND THE AUDITORS REPORT 2. RE-ELECT MR. NEIL CHATFIELD AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 3. RE-ELECT MR. ROSS DUNNING AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. APPROVE THE PRIOR ISSUE BY THE COMPANY ON 18 Management For MAR 2004 OF 2,000,000 ORDINARY SH ARES AT AN ISSUE PRICE OF AUD 9.45 PER SHARE S.5 AMEND THE CONSTITUTION OF THE COMPANY, FOR THE Management For PURPOSES OF SECTION 136 OF THE CORPORATION ACT BY: A) REPLACING ALL REFERENCES TO CORPORATIONS LAW WITH CORPORATIONS ACT ; B) DELETING THE DEFINITION OF CORPORATIONS LAW IN ARTICLE 1.1; C) INSERTING THE DEFINITION OF CORPORATIONS ACT IN ARTICLE 1.1; D) DEL ETING THE WORD AND IN THE ARTICLE 1.2(J); E) REPLACING THE FULL-STOP AT THE END OF THE ARTICLE 1.2(K) WITH A SEMICOLON; F) INSERTING A NEW ARTICLE 1.2(L); G) INSERTING A NEW ARTICLE 1.2(M); H) DELETING THE ARTICLE 1.3(A); I) DELETIN G THE ARTICLE 1.3(D); J) RENUMBERING THE ARTICLE 1.3(B) AS ARTICLE 1.3(A); K) RENUMBERING THE ARTICLE 1.3(C) AS ARTICLE 1.3(B); L) INSERTING WORDS IN THE AR TICLE 22.11(A); M) DELETING THE WORD AND IN THE ARTICLE 22.11(B)(III); N) RE PLACING THE FULL-STOP AT THE END OF THE ARTICLE 22.11(B)(IV) WITH A SEMICOLON; O) INSERTING NEW ARTICLE 22.11(B)(V); P) DELETING THE WORD OR IN THE ARTICL E 33.1(A)(III); Q) REPLACING THE FULL-STOP AT THE END OF THE ARTICLE 33.1(A)(I V) WITH A SEMICOLON; R) INSERTING A NEW ARTICLE 33.1(A)(V); S) INSERTING A NEW ARTICLE 33.1(A)(VI); T) INSERTING INTO THE ARTICLE 33.6; U) NUMBERING THE TEX T IN EXISTING ARTICLE 33.6 AS 33.6(A); V) REPLACING THE FULL-STOP AT THE END O F THE ARTICLE 33.6(A) WITH A SEMICOLON; W) INSERTING A NEW ARTICLE 33.6(B); RE PLACING 1089(2) IN CLAUSE 16(D)(II) OF SCHEDULE 1 WITH 1070D(5) 6. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against OPTION PLAN OF 500,000 OPTIONS TO MR. PAUL LITTLE AS SPECIFIED 7. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against OPTION PLAN OF 500,000 OPTIONS TO MR. MARK ROWSTHORN AS SPECIFIED 8. APPROVE THE GRANT UNDER THE SENIOR EXECUTIVE Management Against OPTION PLAN OF 350,000 OPTIONS TO MR. NEIL CHATFIELD AS SPECIFIED 9. APPROVE, FOR THE PURPOSES OF THE SECTION 200E Management Against OF THE CORPORATIONS ACT OF THE COMPANY, THE BENEFITS WHICH MAY BECOME PAYABLE TO MR. PAUL LITTLE ON TERMINAT ION OF THE EMPLOYMENT UNDER THE TERMS OF AN EXECUTIVE SERVICE DEED TO BE ENTER ED INTO THE SHAREHOLDER APPROVAL BETWEEN MR. LITTLE AND THE COMPANY AS SPECIFI ED - ------------------------------------------------------------------------------------------------------------------------------------ CREATIVE TECHNOLOGY LTD AGM Meeting Date: 10/29/2004 Issuer: Y1775U107 ISIN: SG1A98006814 SEDOL: 2232469, 5667574, 6207582 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS OF THE COMPAN Y FOR THE FYE 30 JUN 2004 AND THE AUDITORS REPORT THEREON 2. RE-ELECT MR. TANG CHUN CHOY, WHO RETIRES FROM Management For THE BOARD AT THE AGM 3. APPROVE DIRECTORS FEES OF SGD 120,000 FOR THE Management For YE 30 JUN 2004 4. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For AUDITORS AND AUTHORIZE THE DIR ECTORS TO FIX THEIR REMUNERATION 5. APPROVE AN ORDINARY DIVIDEND TAX EXEMPT IN SINGAPORE Management For OF USD 0.25 PER ORDINAR Y SHARE FOR THE YE 30 JUN 2005 6. APPROVE A SPECIAL DIVIDEND TAX EXEMPT IN SINGAPORE Management For OF USD 0.25 PER ORDINARY SHARE FOR THE YE 30 JUN 2005 7. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT (CHAPTER 50) (COMPANIES ACT), TO ISSUE SUCH NUMBER OF SHARES IN THE COMPANY AT ANY TIM E TO SUCH PERSONS AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT WITHOUT HAVING TO FIRS T OFFER THEM TO THE SHAREHOLDERS PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 25% OF THE ISSUED SHA RE CAPITAL OF THE COMPANY 8. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management Against TO SECTION 161 OF THE COMPANI ES ACT, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES AS MAY BE R EQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS GRANTED OR TO BE GRAN TED UNDER THE CREATIVE TECHNOLOGY (1999) SHARE OPTION SCHEME PURSUANT TO AND I N ACCORDANCE WITH THE TERMS THEREOF 9. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 76C AND 76E RESPEC TIVELY OF THE COMPANIES ACT, TO MAKE MARKET PURCHASES AND OFF-MARKET PURCHASES OF UP TO 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE PRICE OF UP TO, BUT NOT EXCEEDING THE MAXIMUM PRICE AND IN THE CASE OF OFF-MARKET P URCHASES ONLY IN ACCORDANCE WITH THE EQUAL ACCESS SCHEME, AUTHORITY EXPIRES T HE EARLIER OF THE NEXT AGM OF THE COMPANY OR THE DATE WHEN IT IS REQUIRED TO B E HELD 10. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ ING INDUSTRIAL FUND AGM Meeting Date: 10/29/2004 Issuer: Q49469101 ISIN: AU000000IIF8 SEDOL: 6335320, 6419558 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE A PRESENTATION ON THE RESULTS AND ACTIVITIES Management Abstain OF THE FUND FOR THE FYE 3 0 JUN 2004, AND AN UPDATE OF THE ACTIVITIES POST 30 JUN 2004 - ------------------------------------------------------------------------------------------------------------------------------------ JOHN FAIRFAX HOLDINGS LTD AGM Meeting Date: 10/29/2004 Issuer: Q50804105 ISIN: AU000000FXJ5 SEDOL: 5625527, 6467074 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RE-ELECT MS. JOAN WITHERS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORDA NCE WITH THE CONSTITUTION 2. RE-ELECT MR. DEAN WILLS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORDANC E WITH THE CONSTITUTION 3. RE-ELECT MRS. JULIA KING AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORDAN CE WITH THE CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON ORDINARY RESOLUT ION 4 BY THE DIRECTORS OR BY ANY OF THEIR ASSOCIATES. THANK YOU. 4. APPROVE TO INCREASE THE MAXIMUM AGGREGATE AMOUNT Management For PAYABLE TO NON-EXECUTIVE DIRE CTORS BY WAY OF DIRECTORS FEES FROM AUD 700,000 TO AUD 1,500,000 PER ANNUM - ------------------------------------------------------------------------------------------------------------------------------------ SKY CITY ENTERTAINMENT GROUP LTD AGM Meeting Date: 10/29/2004 Issuer: Q8513Z115 ISIN: NZSKCE0001S2 SEDOL: 6151311, 6823193 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RE-ELECT MR. R.H. MCGEOCH AS A DIRECTOR Management For 2. RE-ELECT MR. E. TOIME AS A DIRECTOR Management Against 3. ELECT SIR D.T. SPRING AS A DIRECTOR Management For 4. ELECT MR. R.A. MCLEOD AS A DIRECTOR Management For 5. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND EXPENSES Management For OF THE AUDITOR OF THE COM PANY S.6 ADOPT THE NEW CONSTITUTION OF THE COMPANY IN Management For SUBSTITUTION FOR THE PRESENT CONS TITUTION - ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT NEWSPAPERS LTD (AUCKLAND) AGM Meeting Date: 11/04/2004 Issuer: Q48901104 ISIN: NZINLE0001S8 SEDOL: 6462024 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND THE Non-Voting Non-Vote Proposal ANNUAL REPORT OF THE COMPANY F OR THE YE 30 JUN 2004 1.1 RE-ELECT MR. JOHN MURRAY HUNN AS A DIRECTOR, Management For WHO RETIRES BY ROTATION UNDER CLA USE 20.4 OF THE COMPANY S CONSTITUTION 1.2 RE-ELECT MR. HUMPHRY JOHN DAVY ROLLESTON AS A Management For DIRECTOR, WHO RETIRES BY ROTATIO N UNDER CLAUSE 20.4 OF THE COMPANY S CONSTITUTION 2. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For KPMG AS THE AUDITORS - ------------------------------------------------------------------------------------------------------------------------------------ MIRVAC GROUP AGM Meeting Date: 11/04/2004 Issuer: Q62377108 ISIN: AU000000MGR9 SEDOL: 6161978 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Non-Voting Non-Vote Proposal MIRVAC GROUP, THE MIRVAC LIMITED AND THE MIRVAC PROPERTY TRUST AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR S FOR EACH ENTITY FOR THE YE 30 JUN 2004 1. RE-ELECT MR. DENNIS BROIT AS A DIRECTOR OF MIRVAC Management For LIMITED 2. RE-ELECT MR. GEOFFREY LEVY AS A DIRECTOR OF MIRVAC Management For LIMITED 3. RE-ELECT MR. PAUL BIANCARDI AS A DIRECTOR OF Management For MIRVAC LIMITED S.4 RATIFY THE ISSUE OF 6,460,111 FULLY PAID ORDINARY Management For MIRVAC GROUP STAPLED SECURIT IES TO MERRILL LYNCH INTERNATIONAL AUSTRALIA LIMITED ON 30 JAN 2004 AT AUD 4 .2244 PER SECURITY S.5 RATIFY THE ISSUE OF 4,325,048 FULLY PAID ORDINARY Management For MIRVAC GROUP STAPLED SECURIT IES TO JP MORGAN AUSTRALIA LIMITED ON 30 APR 2004 AT AUD 4.5886 PER SECURITY 6. APPROVE TO INCREASE THE TOTAL AMOUNT AVAILABLE Management For THE REMUNERATION OF THE NON-EXE CUTIVE DIRECTORS OF MIRVAC FOR ACTING AS SUCH, FOR THE YEARS FROM AND INCLUDIN G THE YEAR COMMENCING ON 01 JUL 2004, BY AUD 400,000 PER ANNUM FROM AUD 600,00 0 PER ANNUM TO SUCH ANNUAL SUM NOT EXCEEDING AUD 1,000,000 PER ANNUM AS THE DI RECTORS DETERMINE, TO BE DIVIDED AMONG THE NON-EXECUTIVE DIRECTORS AS THEY DET ERMINE 7. APPROVE THE EMPLOYEE INCENTIVE SCHEME EIS Management Against 8. APPROVE THAT THE EXISTING CONSTITUTION OF THE Management For COMPANY BE REPEALED AND PROVISIO NS CONTAINED IN THE DOCUMENT MIRVAC LIMITED CONSTITUTION BE APPROVED AND ADOPT ED - ------------------------------------------------------------------------------------------------------------------------------------ COMMONWEALTH BANK OF AUSTRALIA AGM Meeting Date: 11/05/2004 Issuer: Q26915100 ISIN: AU000000CBA7 SEDOL: 5709573, 6215035 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal REPORT AND THE AUDITOR S REPORT F OR THE YE 30 JUN 2004 2.a RE-ELECT MR. R.J. CLAIRS AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE S 11.1 AND 11.2 OF THE CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA 2.b RE-ELECT MS. B.K. WARD AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLES 11.1 AND 11.2 OF THE CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA 3. APPROVE TO INCREASE THE MAXIMUM AGGREGATE SUM Management For PAYABLE FOR FEES TO THE NON-EXEC UTIVE DIRECTORS TO AUD 3,000,000 IN ANY FY, TO BE DIVIDED AMONG THE DIRECTORS IN SUCH PROPORTIONS AND MANNER AS THEY AGREE 4. APPROVE THE ISSUE TO MR. D.V. MURRAY, PRIOR TO Management Against THE 2006 AGM OF COMMONWEALTH BA NK OF AUSTRALIA, OF INVITATIONS TO APPLY FOR UP TO A MAXIMUM AGGREGATE NUMBER OF 250,000 SHARES TO BE PROVIDED IN TWO TRANCHES UNDER THE RULES OF THE BANK S EQUITY REWARD PLAN S.5 AMEND THE CONSTITUTION OF COMMONWEALTH BANK OF Management For AUSTRALIA BY DELETING EXISTING ARTICLES NUMBERED 1-21 (INCLUSIVE) AND SUBSTITUTING IN THEIR PLACE THE ARTICLE S CONTAINED IN THE PRINTED DOCUMENT ENTITLED SUBSTITUTED ARTICLES SUBMITTED TO THE MEETING AND SIGNED BY THE CHAIRMAN FOR IDENTIFICATION S.6 PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against AMEND THE CONSTITUTION OF CO MMONWEALTH BANK OF AUSTRALIA - ------------------------------------------------------------------------------------------------------------------------------------ RODAMCO EUROPE NV, ROTTERDAM EGM Meeting Date: 11/05/2004 Issuer: N7518K100 ISIN: NL0000289320 BLOCKING SEDOL: 5727326, 5727360, 5734047, 5734490 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 29 OCT 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE TO ESTABLISH THE NUMBER OF MEMBERS OF Management THE SUPERVISORY BOARD 3. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management 4. ANNOUNCEMENTS AND ANY OTHER BUSINESS Management 5. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ WESFARMERS LTD AGM Meeting Date: 11/08/2004 Issuer: Q95870103 ISIN: AU000000WES1 SEDOL: 6948836 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YE 30 JUN 2004 1.a RE-ELECT MR. C.B. CARTER AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 1.b RE-ELECT MR. J.P. GRAHAM AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 1.c RE-ELECT MR. D.C. WHITE AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE W ITH THE COMPANY S CONSTITUTION 1.d RE-ELECT MR. D.A ROBB AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COMPAN Y S CONSTITUTION 2. APPROVE TO INCREASE THE TOTAL AMOUNT THAT MAY Management For BE PROVIDED TO THE NON-EXECUTIVE DIRECTORS BY WAY OF REMUNERATION FOR THEIR SERVICES AS DIRECTORS IN RESPECT O F EACH FY BY THE AMOUNT AUD 750,000 TO THE AMOUNT OF AUD 2,250,000 PER FY, THA T COMMENCING ON 01 DEC 2004 * PLEASE NOTE THAT ANY VOTES CAST BY ANY DIRECTOR Non-Voting Non-Vote Proposal OF THE COMPANY AND ANY ASSOCIA TE OF THEIR ASSOCIATES ON ABOVE RESOLUTION WILL BE DISREGARDED. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FLETCHER BUILDING LTD AGM Meeting Date: 11/09/2004 Issuer: Q3915B105 ISIN: NZFBUE0001S0 SEDOL: 6341606, 6341617 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1.1 RE-ELECT MR. PAUL EDWARD BAINES AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE CONSTITUTION 1.2 RE-ELECT MR. RALPH JAMES NORRIS AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE CONSTITUTION 1.3 RE-ELECT SIR DRYEN SPRING AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE CONSTITUTION 2. RE-APPOINT KPMG AS THE AUDITOR OF THE COMPANY Management For AND AUTHORIZE THE DIRECTORS TO F IX KPMG S REMUNERATION FOR THE ENSUING YEAR * TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ INTRACOM SA AGM Meeting Date: 11/09/2004 Issuer: X3967R125 ISIN: GRS087103008 BLOCKING SEDOL: 5482023, 5541173 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN EGM Non-Voting 1. APPROVE TO DECREASE THE SHARE CAPITAL, WITH NOMINAL Management VALUE DECREASE TO THE COMP ANY S SHARE, IN ORDER TO BE AN EQUAL CAPITAL RETURN IN CASH TO THE SHAREHOLDER S; RELEVANT MODIFICATION TO ARTICLE 5 OF THE COMPANY S ARTICLES OF ASSOCIATION , REGARDING THE SHARE CAPITAL; GRANT PERMISSION TO THE BOARD OF DIRECTOR REGAR DING THE AFORESAID CAPITAL RETURN, IN CASH AND DETERMINATION OF EX DATE AND PA YABLE DATE 2. APPROVE THE EXPANSION OF THE COMPANY S BUSINESS Management ACTIVITIES AND RELEVANT AMENDM ENT TO ARTICLE 3 OF THE BUSINESS GOAL OF THE COMPANY ARTICLES OF ASSOCIATION 3. APPROVE TO TAKE DECISION REGARDING THE TIMETABLE Management FOR THE DISTRIBUTION OF FUNDS DERIVED FROM THE SHARE CAPITAL INCREASE OF THE ABSORBED COMPANY INTRASOFT S.A AND DECIDED BY THE SHAREHOLDERS EGM ON 15 OCT 1999 AND PARTIAL CHANGE OF THE USE OF THE AFORESAID FUNDS 4. APPROVE THE GRANT PERMISSION, ACCORDING TO ARTICLE Management 23A OF C.L. 2190/1920 REGAR DING THE PURCHASE CONTRACT FOR MINORITY SHARES BETWEEN SUBSIDIARY COMPANIES OF INTRACOM S.A AND THE COMPANIES, WHICH THERE IS A PARTICIPATION FROM THE COMPA NY S BOARD OF DIRECTOR AND SHAREHOLDERS 5. MISCELLANEOUS ANNOUNCEMENTS Management - ------------------------------------------------------------------------------------------------------------------------------------ MAYNE GROUP LTD AGM Meeting Date: 11/09/2004 Issuer: Q58572100 ISIN: AU000000MAY8 SEDOL: 2553148, 5983850, 6574606, 6574769 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal COMPANY FOR THE YE 30 JUN 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. ELECT DR. I.D. BLACKBURNE AS A DIRECTOR, IN ACCORDANCE Management For WITH RULES 35(B) AND 35 (G) OF THE COMPANY S CONSTITUTION 3. RE-ELECT MS. S.C.H. KAY AS A DIRECTOR, IN ACCORDANCE Management For WITH RULES 35(B) AND 35(G ) OF THE COMPANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 4 BY ANY DIRECTOR OF THE COMPANY OR ANY OF THEIR ASSOCIATED 4. APPROVE THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION Management For WHICH MAY BE PROVIDED BY THE COMPANY, UNDER RULE 37(A) OF THE COMPANY S CONSTITUTION, TO ALL THE DIRECT ORS FOR THEIR SERVICES AS THE DIRECTORS BE INCREASED BY AUD 500,000 TO A MAXIM UM SUM OF AUD 1,500,000 A YEAR S.5 AMEND THE COMPANY S CONSTITUTION BY DELETING Management For THE EXISTING RULES NUMBERED 1-79 AND SUBSTITUTING WITH NEW ONES - ------------------------------------------------------------------------------------------------------------------------------------ COMPUTERSHARE LIMITED CPU AGM Meeting Date: 11/10/2004 Issuer: Q2721E105 ISIN: AU000000CPU5 SEDOL: 5985845, 6180412 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. CHAIRMAN S ADDRESS AND THE PRESENTATION BY THE Non-Voting Non-Vote Proposal CHIEF EXECUTIVE OFFICER 2. APPROVE THE ANNUAL FINANCIAL REPORT, DIRECTORS Non-Voting Non-Vote Proposal REPORT AND THE AUDITOR S REPOR T FOR THE YE 30 JUN 2004 3.a RE-ELECT MR. A.S. MURDOCH AS A DIRECTOR OF THE Management For COMPANY 3.b RE-ELECT MR. P.D. DEFEO AS A DIRECTOR OF THE COMPANY Management For 3.c RE-ELECT DR. M. KERBER AS A DIRECTOR OF THE COMPANY Management For S.4 APPROVE TO REPEAL THE EXISTING CONSTITUTION AND Management For ADOPT THE NEW CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 5 BY ANY DIRECTOR OF THE COMPANY AND ANY OF THEIR ASSOCIATES. THANK YOU. 5. APPROVE TO INCREASE THE MAXIMUM ANNUAL AMOUNT Management For OF DIRECTORS REMUNERATION AVAIL ABLE TO BE PAID TO ALL NON-EXECUTIVE DIRECTORS IN AGGREGATE BY AUD 250,000 PER ANNUM FROM AUD 750,000 PER ANNUM TO AUD 1,000,000 PER ANNUM * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ INSURANCE AUSTRALIA GROUP LTD AGM Meeting Date: 11/10/2004 Issuer: Q49361100 ISIN: AU000000IAG3 SEDOL: 6271026 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ELECT MS. YASMIN ALLEN AS A DIRECTOR Management For 2. ELECT MR. BRIAN SCHWARTZ AS A DIRECTOR Management For * RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Non-Voting Non-Vote Proposal THE REPORTS FOR THE YE 30 JUN 2 004 - ------------------------------------------------------------------------------------------------------------------------------------ TRANSURBAN GROUP AGM Meeting Date: 11/10/2004 Issuer: Q9194A106 ISIN: AU000000TCL6 SEDOL: 6200882 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE COMBINED FINANCIAL REPORT Non-Voting Non-Vote Proposal OF THE COMPANIES AND THE TRU ST FOR THE YE 30 JUN 2004 GROUP ACCOUNTS AND THE FINANCIAL REPORT OF THE COM PANIES FOR THE YE 30 JUN 2004 COMPANY ACCOUNTS AND THE REPORTS OF THE DIRECT ORS, THE RESPONSIBLE ENTITY OF THE TRUST AND THE AUDITORS ON THE GROUP ACCOUNT S AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS ON THE COMPANY ACCOUNTS 2.a RE-ELECT MR. GEOFFREY OWEN COSGRIFF AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE W ITH THE CONSTITUTION 2.b RE-ELECT PROFESSOR JEREMY DAVIS AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE CONSTITUTION S.3 APPROVE TO CHANGE THE NAME OF THE COMPANY FROM Management For TRANSURBAN INFRASTRUCTURE DEVE LOPMENTS LIMITED TO TRANSURBAN LIMITED EFFECTIVE FROM THE DATE THAT THE AUS TRALIAN SECURITIES AND INVESTMENTS COMMISSION ALTERS THE DETAILS OF THE COMPAN Y S REGISTRATION * PLEASE NOTE THAT THIS IS A UNITHOLDERS MEETING. Non-Voting Non-Vote Proposal THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ BARRATT DEVELOPMENTS PLC AGM Meeting Date: 11/11/2004 Issuer: G08288105 ISIN: GB0000811801 SEDOL: 0081180 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE REPORTS OF THE AUDITORS Management For AND DIRECTORS AND THE ACCOUNTS F OR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT MR. C.A. DEARLOVE AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 4. RE-ELECT MR. A.E. KLIBURN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 5. RE-ELECT MR. M. PESCOD AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 6. RE-ELECT MR. R.J. DAVIES AS A DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For YE 30 JUN 2004 9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,99 6,666 BEING 25.0% OF THE NOMINAL VALUE OF THE EXISTING ISSUED SHARE CAPITAL AS AT 22 SEP 2004; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND AU THORIZE THE BOARD TO ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHOR ITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFER RED BY RESOLUTION 9, AS IF SECTION 89(1) DID NOT APPLY TO SUCH ALLOTMENT, PROV IDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN C ONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,200,167 (5% O F THE NOMINAL VALUE OF THE EXISTING ISSUED SHARE CAPITAL); AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND AUTHORIZE THE BOARD TO ALLOT EQUITY SE CURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR A GREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF 24,003,334 ORDINARY SHARES OF 10P EACH IN THE CAPI TAL OF THE COMPANY, AT A MAXIMUM PRICE EQUAL TO 105% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATION FOR AN ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS AND A MINIMUM PRICE OF 10P PER SHARE EXCLUSIVE OF EXPENSES ; AUTHORITY EXPIRES AT THE CON CLUSION OF THE COMPANY S NEXT AGM AFTER PASSING OF THIS RESOLUTION, OR IF EARL IER, 18 MONTHS FROM THE PASSING OF THIS RESOLUTION ; AND THE COMPANY, BEFORE T HE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY B E EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ LEIGHTON HOLDINGS LTD AGM Meeting Date: 11/11/2004 Issuer: Q55190104 ISIN: AU000000LEI5 SEDOL: 5412031, 6511227 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2.1 RE-ELECT MR. H-P KEITEL AS A DIRECTOR, WHO RETIRES Management Against BY ROTATION IN ACCORDANCE W ITH CLAUSE 18 OF THE COMPANY S CONSTITUTION 2.2 RE-ELECT MR. D.P. ROBINSON AS A DIRECTOR, WHO Management Against RETIRES BY ROTATION IN ACCORDANC E WITH CLAUSE 18 OF THE COMPANY S CONSTITUTION 2.3 ELECT MR. P.M. NOE AS A DIRECTOR, IN ACCORDANCE Management Against WITH CLAUSE 17.2 OF THE COMPAN Y S CONSTITUTION 2.4 ELECT MR. T.C. LEPPERT AS A DIRECTOR, IN ACCORDANCE Management For WITH CLAUSE 17.2 OF THE CO MPANY S CONSTITUTION 2.5 ELECT MR. R.D. HUMPHRIS OAM AS A DIRECTOR, IN Management For ACCORDANCE WITH CLAUSE 17.2 OF T HE COMPANY S CONSTITUTION - ------------------------------------------------------------------------------------------------------------------------------------ BRITISH SKY BROADCASTING GROUP PLC AGM Meeting Date: 11/12/2004 Issuer: G15632105 ISIN: GB0001411924 SEDOL: 0141192, 5474837 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR Management For THE YE 30 JUN 2004, TOGETHER WI TH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND Management For 3. ELECT MR. JEREMY DARROCH AS A DIRECTOR Management For 4. ELECT MR. NICHOLAS FERGUSON AS A DIRECTOR Management For 5. ELECT MR. ANDREW HIGGINSON AS A DIRECTOR Management For 6. ELECT MR. LORD ROTHSCHILD AS A DIRECTOR Management For 7. RE-APPOINT MR. JACQUES NASSER AS A DIRECTOR Management For 8. RE-APPOINT MR. GAIL REBUCK AS A DIRECTOR Management For 9. RE-APPOINT MR. ARTHUR SISKIND AS A DIRECTOR Management For 10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS T O AGREE THEIR REMUNERATION 11. RECEIVE THE REPORT ON THE DIRECTORS REMUNERATION Management For FOR THE YE 30 JUN 2004 12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For SECTION 347C OF THE COMPANIES AC T 1985 AS AMENDED THE ACT , TO MAKE DONATIONS TO POLITICAL ORGANIZATIONS, AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP 100,000 IN TOTAL AND TO INCUR THE EU POLITICAL EXPENDITURE, AS DEFINED IN SECTION 347A OF THE ACT NOT EXCEEDING GBP 100,000 IN TOTAL FOR THE RELEVANT PERIOD PROVIDED THAT THE AUTHO RIZED SUM REFERRED ABOVE MAY BE COMPROMISED AT ON OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH FOR THE PURPOSE OF CALCULATING THE SAID SUM SHALL BE CONVERT ED INTO POUNDS STERLING AT THE EXCHANGE RATE PUBLISHED IN THE LONDON EDITION O F THE FINANCIAL TIMES ON THE DAY ON WHICH THE RELEVANT DONATION IS TRADE OR EX PENDITURE INCURRED; AUTHORITY EXPIRES EARLIER THE DATE ON 31 DEC 2005 OR AT T HE CONCLUSION OF AGM OF THE COMPANY TO BE HELD IN 2005 13. AUTHORIZE THE DIRECTORS, PURSUANT AND IN ACCORDANCE Management For WITH THE SECTION 80 OF THE COMPANIES ACT 1985 AS AMENDED, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGAT E NOMINAL AMOUNT OF GBP 320,000,000 BEING APPROXIMATELY 33% OF THE NOMINAL IS SUED ORDINARY SHARE CAPITAL ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER TH E EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRI OR TO SUCH EXPIRY S.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 13 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 FOR CASH PURSUANT TO AND DURING THE PERIOD OF THE AUTHORITY CONFERRED BY RE SOLUTION 13, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PRO VIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 48 ,500,000 APPROXIMATELY 5% OF THE NOMINAL ISSUED ORDINARY SHARE CAPITAL ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY I N PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.15 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF UP TO 97,00 0,000 ORDINARY SHARES OF 50 PENCE EACH IN THE CAPITAL OF THE COMPANY EQUIVALE NT TO NOMINAL VALUE OF EACH SHARE , AT A MINIMUM PRICE OF 50 PENCE AND UP TO 1 05% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE D AILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES ON THE DATE WHICH IS 12 MONTHS FROM THE DATE OF THIS RESOLUTION ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O RDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIR Y 16. APPROVE THE ARRANGEMENTS, AS SPECIFIED RELATING Management For TO THE AUTHORITY TO BE GIVEN T O THE COMPANY TO MAKE MARKET PURCHASES OF ORDINARY SHARES OF 50 PENCE EACH IN ITS CAPITAL, FOR THE PURPOSES OF THE DISPENSATION PROVISIONS UNDER RULE 9 OF T HE CITY CODE ON TAKEOVERS AND MERGERS IN RELATION TO NEWS UK NOMINEES LIMITED AND ANY PERSONS ACTING IN CONCERT WITH IT 17. AUTHORIZE THE DIRECTORS TO EXTEND THE BRITISH Management For SKY BROADCASTING GROUP EXECUTIVE SHARE OPTION SCHEME EXECUTIVE SHARE OPTION SCHEME FOR A FURTHER PERIOD FROM 10 YEARS FROM THE DATE OF THIS RESOLUTION INCLUDING MAKING THE ALTERATION IN AS SPECIFIED; AUTHORIZE THE DIRECTORS TO ESTABLISH ANY FURTHER SCHEMES FOR OVE RSEAS EMPLOYEES SIMILAR TO THE EXECUTIVE SHARE OPTION SCHEME BUT MODIFIED TO T AKE ACCOUNT OF LOCAL TAX AND SECURITIES LAWS BUT SO THAT ALL SHARES ALLOCATED COUNT AGAINST THE LIMITS SET OUT IN THE EXECUTIVE SHARE OPTION SCHEME 18. AUTHORIZE THE DIRECTORS TO EXTEND THE BRITISH Management For SKY BROADCASTING GROUP SHARESAVE SCHEME SHARESAVE SCHEME FOR A FURTHER PERIOD FROM 10 YEARS FROM THE DATE OF THIS RESOLUTION INCLUDING MAKING THE ALTERATION IN AS SPECIFIED; AUTHORIZE TH E DIRECTORS TO ESTABLISH ANY FURTHER SCHEMES FOR OVERSEAS EMPLOYEES SIMILAR TO THE SHARESAVE SCHEME BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX AND SECURITIES LAWS BUT SO THAT ALL SHARES ALLOCATED COUNT AGAINST THE LIMITS SET OUT IN THE SHARESAVE SCHEME - ------------------------------------------------------------------------------------------------------------------------------------ WESTFIELD GROUP AGM Meeting Date: 11/12/2004 Issuer: Q97062105 ISIN: AU000000WDC7 SEDOL: B01BTX7, B020GC1, B037L04 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND THE AUDITORS AND FINANCIAL S TATEMENTS OF THE COMPANY FOR THE YE 30 JUN 2004 2. RE-ELECT MR. DAVID M. GONSKI AO AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY R OTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 3. RE-ELECT MR. STEPHEN P. JOHNS AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. RE-ELECT MR. STEVEN M. LOWY AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROTAT ION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 5. ELECT MR. ROY L. FURMAN AS A DIRECTOR OF THE COMPANY Management For 6. ELECT MR. JOHN B. STUDDY AM AS A DIRECTOR OF Management For THE COMPANY 7. ELECT MR. GARY H. WEISS AS A DIRECTOR OF THE COMPANY Management For 8. ELECT MR. GRANCIS T. VINCENT AS A DIRECTOR OF Management For THE COMPANY, SUBJECT TO THE PASS ING OF S.9 S.9 AMEND ARTICLES 10.1(A) AND (B) OF THE CONSTITUTION Management For OF THE COMPANY 10. APPROVE TO INCREASE THE MAXIMUM LEVEL OF REMUNERATION Management For FOR PAYMENT TO THE DIREC TORS UNDER ARTICLE 10.9(A) OF THE CONSTITUTION OF THE COMPANY BY AUD 1.2 MILLI ON FROM AUD 600,000 TO AUD 1.8 MILLION AND THE MAXIMUM REMUNERATION PAYABLE TO THE DIRECTORS PURSUANT TO ARTICLE 10.9(A) OF THE CONSTITUTION OF THE COMPANY IS INCREASED BY AUD 1.2 MILLION FROM AUD 600,000 TO AUD 1.8 MILLION - ------------------------------------------------------------------------------------------------------------------------------------ ONESTEEL LTD AGM Meeting Date: 11/15/2004 Issuer: Q7134W113 ISIN: AU000000OST6 SEDOL: 4880521, 6293729 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE DIRECTORS DECLARATION AN D THE REPORT FOR THE YE 30 JUN 2004, TOGETHER WITH THE AUDITORS REPORT TO THE MEMBERS OF THE COMPANY 2.a RE-ELECT MR. E.J. DOYLE AS A DIRECTOR, IN ACCORDANCE Management For WITH RULE 9 OF THE COMPAN Y S CONSTITUTION 2.b RE-ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, IN Management For ACCORDANCE WITH RULE 9 OF THE C OMPANY S CONSTITUTION - ------------------------------------------------------------------------------------------------------------------------------------ BRAMBLES INDUSTRIES LTD AGM Meeting Date: 11/16/2004 Issuer: Q17481104 ISIN: AU000000BIL1 SEDOL: 6120009 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT, THE AUDITORS Management For REPORT AND THE FINANCIAL STATEMEN TS FOR BRAMBLES INDUSTRIES LIMITED FOR THE YE 30 JUN 2004 2. RECEIVE THE REPORTS AND THE ACCOUNTS FOR BRAMBLES Management For INDUSTRIES PLC FOR THE YE 30 JUN 2004 3. APPROVE THE BRAMBLES REMUNERATION REPORT FOR Management For THE YE 30 JUN 2004 4. APPROVE, FOR THE PURPOSE OF AUSTRALIAN STOCK Management For EXCHANGE LISTING RULE 10.17 AND F OR ALL PURPOSES, TO INCREASE THE MAXIMUM PERMISSIBLE ANNUAL REMUNERATION FOR T HE NON-EXECUTIVE DIRECTORS OF BRAMBLES INDUSTRIES LIMITED BY AUD 1,000,000 FRO M AUD 2,000,000 TO AUD 3,000,000 INCLUSIVE OF ANY REMUNERATION PAID TO THOSE DIRECTORS BY BRAMBLES INDUSTRIES PLC OR BY ANY SUBSIDIARY OF BRAMBLES INDUSTRI ES LIMITED OR BRAMBLES INDUSTRIES PLC FOR THEIR SERVICES 5. APPROVE, FOR ALL PURPOSES, TO INCREASE THE MAXIMUM Management For PERMISSIBLE ANNUAL REMUNERA TION FOR THE NON-EXECUTIVE DIRECTORS OF BRAMBLES INDUSTRIES PLC BY AUD 450,000 FROM AUD 7500,000 TO AUD 1,200,000 INCLUSIVE OF ANY REMUNERATION PAID TO THO SE DIRECTORS BY BRAMBLES INDUSTRIES LIMITED OR BY ANY SUBSIDIARY OF BRAMBLES I NDUSTRIES PLC OR BRAMBLES INDUSTRIES LIMITED FOR THEIR SERVICES 6. ELECT MR. M.F. IHLEIN AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES LIMITE D 7. ELECT MR. M.F. IHLEIN AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES PLC 8. ELECT MR. S.P. JOHNS AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES LIMITED 9. ELECT MR. S.P. JOHNS AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES PLC 10. ELECT MR. J. NASSER AO AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES LIMIT ED 11. ELECT MR. J. NASSER AO AS A DIRECTOR TO THE BOARD Management For OF BRAMBLES INDUSTRIES PLC 12. RE-ELECT MR. M.D.I. BURROWS AS A DIRECTOR TO Management For THE BOARD OF BRAMBLES INDUSTRIES LIMITED 13. RE-ELECT MR. M.D.I. BURROWS AS A DIRECTOR TO Management For THE BOARD OF BRAMBLES INDUSTRIES PLC 14. RE-ELECT MR. D.J. TURNER AS A DIRECTOR TO THE Management For BOARD OF BRAMBLES INDUSTRIES LIM ITED 15. RE-ELECT MR. D.J. TURNER AS A DIRECTOR TO THE Management For BOARD OF BRAMBLES INDUSTRIES PLC 16. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF BRAMBLES INDUSTRIES PLC U NTIL THE CONCLUSION OF THE NEXT GENERAL MEETING 17. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For FEES 18. APPROVE TO RENEW THE AUTHORITY GIVEN TO DIRECTORS Management For TO ALLOT RELEVANT SECURITIES BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION, UNTIL THE END OF THE AGM TO BE HELD IN 2005 AND FOR THAT PERIOD THE SECTION 80 AMOUNT SH ALL BE GBP 8,810,219 19. APPROVE TO RENEW THE AUTHORITY GIVEN TO DIRECTORS Management For TO ALLOT EQUITY SECURITIES F OR CASH BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION, UNT IL THE END OF THE AGM TO BE HELD IN 2005 AND FOR THAT PERIOD THE SECTION 89 AM OUNT SHALL BE GBP 1,809,485 20. AUTHORIZE BRAMBLES INDUSTRIES PLC GENERALLY AND Management For UNCONDITIONALLY TO MAKE MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES ACT 1985 OF UP TO 72,379,561 O RDINARY SHARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MAXIMUM PRI CE EQUAL TO THE NOMINAL VALUE AND EQUAL TO 105% ABOVE THE AVERAGE MIDDLE MARKE T QUOTATIONS FOR ORDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CO NCLUSION OF THE AGM OF BRAMBLES INDUSTRIES PLC TO BE HELD IN 2005 ; THE COMPAN Y, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WI LL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 21. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management For TO AUSTRALIAN STOCK EXCHA NGE LISTING RULE 7.1 , THE BRAMBLES INDUSTRIES LIMITED 2004 PERFORMANCE SHARE PLAN, THE PRINCIPAL TERMS AS SPECIFIED, AND THE ISSUE OF SHARES UNDER THAT PLA N 22. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management For TO AUSTRALIAN STOCK EXCHA NGE LISTING RULE 7.1 , THE BRAMBLES INDUSTRIES PLC 2004 PERFORMANCE SHARE PLAN , THE PRINCIPAL TERMS AS SPECIFIED, AND THE ISSUE OF SHARES UNDER THAT PLAN 23. AUTHORIZE THE BOARD TO ESTABLISH FURTHER PLANS Management For BASED ON THE BRAMBLES INDUSTRIE S LIMITED 2004 PERFORMANCE SHARE PLAN OR THE BRAMBLES INDUSTRIES PLC 2004 PERF ORMANCE SHARE PLAN THE PLANS BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCH ANGE CONTROL OR SECURITIES LAWS IN TERRITORIES OUTSIDE THE UK OR AUSTRALIA, PR OVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE PLAN S 24. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.14, THE PARTICIPATION BY MR. M.F. IHLEIN, UNTIL 23 NOV 2007 , IN THE BRAMBLES INDUSTRIES LIMITED 2004 PERFORMANCE SHARE PLAN IN THE MANNER AS SPECIFIED 25. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.14, THE PARTICIPATION BY MR. D.J. TURNER, UNTIL 23 NOV 2007 , IN THE BRAMBLES INDUSTRIES LIMITED 2004 PERFORMANCE SHARE PLAN IN THE MANNER AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ SMITHS GROUP AGM Meeting Date: 11/16/2004 Issuer: G82401103 ISIN: GB0008182700 SEDOL: 0818270, 5848056 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ADOPT THE REPORTS OF THE DIRECTORS AND THE AUDITORS Management For AND THE AUDITED ACCOUNTS F OR THE YE 31 JUL 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 JUL 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-APPOINT SIR NIGEL BROOMFIELD AS A DIRECTOR Management For 5. RE-APPOINT MR. J. LANGSTON AS A DIRECTOR Management For 6. RE-APPOINT MR. D.P. LILLYCROP AS A DIRECTOR Management For 7. RE-APPOINT MR. E. LINDH AS A DIRECTOR Management For 8. RE-APPOINT MR. A. M. THOMSOM AS A DIRECTOR Management For 9. RE-APPOINT MR. D.H. BRYDON AS A DIRECTOR Management For 10. RE-APPOINT MR. D. J. CHALLEN AS A DIRECTOR Management For 11. RE-APPOINT MR. P.J. JACKSON AS A DIRECTOR Management For 12. RE-APPOINT LORD ROBERTSON AS A DIRECTOR Management For 13. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 14. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 15. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF THE Management For EXISTING AUTHORITIES SECTION 80 AND IN ACCORDANCE WITH THE ARTICLE 6 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO ALLOT RELEVANT SECURITIES, NOT EXCEEDING THE AGGREGATE OF GBP 46, 811,832; AUTHORITY EXPIRES AT THE END OF 5 YEARS S.16 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF EXISTING Management For AUTHORITIES SECTION 95 , IN ACCORDANCE WITH THE ARTICLE 7 OF THE COMPANY S ARTICLES OF ASSOCIATION AND IN ACCORDANCE WITH SECTION 94(3A) OF THE ACT, TO ALLOT EQUITY SECURITIES FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE ACT , PROVIDED THAT THE POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OTH ER THAN IN CONNECTION WITH A RIGHTS ISSUE HAVING A MAXIMUM NOMINAL AMOUNT OF GBP 7,021,774; AUTHORITY EXPIRES AT THE END OF 5 YEARS S.17 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For ARTICLE 11 OF THE ARTICLES OF AS SOCIATION OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANI ES ACT 1985 OF UP TO 56,174,198 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE M ARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CO NCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 18. AUTHORIZE THE SMITHS GROUP PLC AND EACH AND EVERY Management For SUBSIDIARY COMPANY OF SMITHS GROUP PLC 50% OR MORE OF THE VOTING RIGHTS ARE OWNED DIRECTLY OR INDIRECTLY BY SMITHS GROUP PLC TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR POLITICAL EXPENDITURE PROVIDED THAT THE AMOUNT OF ANY SUCH DONATIONS AND/OR E XPENDITURE IN AGGREGATE SHALL NOT EXCEED GBP 100,000 PER ANNUM; AUTHORITY EXP IRES AT THE END OF 4 YEARS 19. ADOPT THE SMITHS GROUP PERFORMANCE SHARE PLAN Management For THE PERFORMANCE SHARE PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER A PPROPRIATE TO IMPLEMENT THE PERFORMANCE SHARE PLAN; AND AUTHORIZE THE DIRECTOR S TO VOTE AS DIRECTORS AND BE COUNTED IN ANY QUORUM ON ANY MATTER CONNECTED WI TH THE PERFORMANCE SHARE PLAN, NOTWITHSTANDING THAT THEY MAY BE INTERESTED IN THE SAME, SAVE THAT NO DIRECTOR MAY VOTE OR BE COUNTED IN THE QUORUM ON ANY MA TTER SOLELY CONCERNING HIS OWN PARTICIPATION THEREIN AND THAT ANY PROHIBITION ON THE DIRECTORS VOTING SHALL BE SUSPENDED TO THIS EXTENT ACCORDINGLY 20. ADOPT THE SMITHS GROUP CO-INVESTMENT PLAN THE Management For CO-INVESTMENT PLAN AND AUTHORI ZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER APPROPRIA TE TO IMPLEMENT THE CO-INVESTMENT PLAN; AND AUTHORIZE THE DIRECTORS TO VOTE AS THE DIRECTORS AND BE COUNTED IN ANY QUORUM ON ANY MATTER CONNECTED WITH THE C O-INVESTMENT PLAN, NOTWITHSTANDING THAT THEY MAY BE INTERESTED IN THE SAME, SA VE THAT NO DIRECTOR MAY VOTE OR BE COUNTED IN THE QUORUM ON ANY MATTER SOLELY CONCERNING HIS OWN PARTICIPATION THEREIN AND THAT ANY PROHIBITION ON THE DIREC TORS VOTING SHALL BE SUSPENDED TO THIS EXTENT ACCORDINGLY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ VNU NV, HAARLEM EGM Meeting Date: 11/16/2004 Issuer: N93612104 ISIN: NL0000389872 BLOCKING SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 09 NOV 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE DECISION OF THE BOARD OF MANAGEMENT Management CONCERNING THE SALE OF THE WOR LD DIRECTORIES GROUP 3. APPROVE TO ALTER THE ARTICLES OF ASSOCIATION Management 4. APPROVE TO ALTER THE BONUS PLAN FOR 2005 AND Management FOLLOWING YEARS 5. APPOINT A MEMBER OF THE BOARD OF MANAGEMENT Management 6. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other 7. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ BAYER AG, LEVERKUSEN EGM Meeting Date: 11/17/2004 Issuer: D07112119 ISIN: DE0005752000 BLOCKING SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 056, 5069192, 5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE AGREEMENT WITH LANXESS AG, THE COMPANY Management SHALL TRANSFER ITS ENTIRE I NTERESTS IN LANXESS DEUTSCHLAND GMBH AND THE LANXESS AG, AS WELL AS THE ENTIRE ASSETS OF LANXESS CORPORATE CENTER TO ITS WHOLLY-OWNED SUBSIDIARY LANXESS AG PURSUANT TO SECTION 123(2)1 OF THE GERMAN LAW REGULATING TRANSFORMATION OF COM PANIES, WITH RETROSPECTIVE EFFECT FROM 01 JUL 2004 AS COMPENSATION FOR THE TRA NSFER OF ASSETS, THE SHAREHOLDERS OF THE COMPANY SHALL BE GRANTED, FREE OF CHA RGE, 1 BEARER NO-PAR SHARE OF LANXESS AG IN EXCHANGE FOR 10 BEARER NO-PAR SHAR E OF THE COMPANY; THE LANXESS AG SHARES SHALL CONVEY DIVIDEND ENTITLEMENT FROM 01 JAN 2004, LANXESS AG SHALL INCREASE ITS SHARE CAPITAL FROM EUR 50,000 TO E UR 73,034,192 THROUGH THE ISSUE OF 72,984,192 NEW SHARES - ------------------------------------------------------------------------------------------------------------------------------------ GENERAL PROPERTY TRUST AGM Meeting Date: 11/17/2004 Issuer: Q40060107 ISIN: AU000000GPT8 SEDOL: 6365350, 6365866, B06LZH8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AMEND THE CONSTITUTION Management For 2. APPROVE THE MERGER Management For 3. APPROVE TO LEND LEASE SUBSCRIPTION PURSUANT TO Management For SECTION 611 ITEM 7 4. APPROVE THE 3% CREEP APPROVAL PURSUANT TO SECTION Management For 611 ITEM 7 - ------------------------------------------------------------------------------------------------------------------------------------ LEND LEASE CORP LTD AGM Meeting Date: 11/17/2004 Issuer: Q55368114 ISIN: AU000000LLC3 SEDOL: 0511643, 5289815, 6512004, 6522122 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS A SCHEME MEETING. THANK Non-Voting YOU. 1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH THE Management SECTION 411 OF THE CORPORATION S ACT 2001 CTH , THE SCHEME OF ARRANGEMENT TO BE MADE BETWEEN THE LEND LEASE CORPORATION LIMITED AND THE HOLDERS OF ITS ORDINARY SHARES AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ LEND LEASE CORP LTD AGM Meeting Date: 11/17/2004 Issuer: Q55368114 ISIN: AU000000LLC3 SEDOL: 0511643, 5289815, 6512004, 6522122 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting COMPANY AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2.a RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF THE Management COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE 6.1(F) OF THE CONSTITUTION 2.b RE-ELECT MR. G.G. EDINGTON AS A DIRECTOR OF THE Management COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE 6.1(F) OF THE CONSTITUTION S.3 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND MARKED A S.4 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND MARKED B 5. APPROVE: A) THE EXECUTION, DELIVERY AND THE PERFORMANCE Management BY THE COMPANY OF ITS OBLIGATIONS UNDER THE STAPLING DEED AS SPECIFIED ; AND B) THE GIVING OF THE F INANCIAL BENEFITS BY THE COMPANY AND THE ENTITY IT CONTROLS TO GPT MANAGEMENT LIMITED, GENERAL PROPERTY TRUST, ANY ENTITY CONTROLLED BY EITHER OF THEM AND A NY TRUSTEE OF ANY TRUST CONTROLLED BY GENERAL PROPERTY TRUST FROM TIME TO TIME UNDER OR PURSUANT TO ANY TRANSACTION ENTERED INTO IN ACCORDANCE WITH THE STAP LING DEED 6. APPROVE: A) THE BUY BACK OF UP TO 35,925,925 Management OF ITS ISSUED ORDINARY SHARES BY BUY-BACK AGREEMENTS UNDER AN OFF-MARKET BUY-BACK TENDER; AND B) THE TERMS AND ENTRY IN TO THE COMPANY OF THE BUY-BACK AGREEMENTS IS REQUIRED UNDER THE CORPO RATIONS ACT 2001 7. APPROVE, UNDER SECTION 200E OF THE CORPORATIONS Management ACT 2001, WITH EFFECT ON AND F ROM THE EFFECTIVE DATE, THE REPLACEMENT OF THE COMPANY S EXISTING NON-EXECUTIV E DIRECTORS RETIREMENT BENEFIT PLAN WITH A NEW RETIREMENT BENEFIT PLAN AS SP ECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ LEND LEASE CORP LTD MIX Meeting Date: 11/17/2004 Issuer: Q55368114 ISIN: AU000000LLC3 SEDOL: 0511643, 5289815, 6512004, 6522122 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THE RESOLUTION 1 BELONGS TO Non-Voting Non-Vote Proposal SCHEME MEETING. THANK YOU. 1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH THE Management For SECTION 411 OF THE CORPORATION S ACT 2001 CTH , THE SCHEME OF ARRANGEMENT TO BE MADE BETWEEN THE LEND LEASE CORPORATION LIMITED AND THE HOLDERS OF ITS ORDINARY SHARES AS SPECIFIED * PLEASE NOTE THAT THE RESOLUTIONS 2.A TO 7 BELONG Non-Voting Non-Vote Proposal TO THE AGM. THANK YOU. * RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal COMPANY AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2.a RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE 6.1(F) OF THE CONSTITUTION 2.b RE-ELECT MR. G.G. EDINGTON AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORD ANCE WITH RULE 6.1(F) OF THE CONSTITUTION S.3 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management For ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND MARKED A S.4 AMEND THE CONSTITUTION OF THE COMPANY WITH EFFECT Management For ON 17 NOV 2004 IN THE MANNER AS SPECIFIED AND MARKED B 5. APPROVE: A) THE EXECUTION, DELIVERY AND THE PERFORMANCE Management For BY THE COMPANY OF ITS OBLIGATIONS UNDER THE STAPLING DEED AS SPECIFIED ; AND B) THE GIVING OF THE F INANCIAL BENEFITS BY THE COMPANY AND THE ENTITY IT CONTROLS TO GPT MANAGEMENT LIMITED, GENERAL PROPERTY TRUST, ANY ENTITY CONTROLLED BY EITHER OF THEM AND A NY TRUSTEE OF ANY TRUST CONTROLLED BY GENERAL PROPERTY TRUST FROM TIME TO TIME UNDER OR PURSUANT TO ANY TRANSACTION ENTERED INTO IN ACCORDANCE WITH THE STAP LING DEED 6. APPROVE: A) THE BUY BACK OF UP TO 35,925,925 Management For OF ITS ISSUED ORDINARY SHARES BY BUY-BACK AGREEMENTS UNDER AN OFF-MARKET BUY-BACK TENDER; AND B) THE TERMS AND ENTRY IN TO THE COMPANY OF THE BUY-BACK AGREEMENTS IS REQUIRED UNDER THE CORPO RATIONS ACT 2001 7. APPROVE, UNDER SECTION 200E OF THE CORPORATIONS Management For ACT 2001, WITH EFFECT ON AND F ROM THE EFFECTIVE DATE, THE REPLACEMENT OF THE COMPANY S EXISTING NON-EXECUTIV E DIRECTORS RETIREMENT BENEFIT PLAN WITH A NEW RETIREMENT BENEFIT PLAN AS SP ECIFIED * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal # 206086 & 171721 DUE TO COMB INING THESE UNDER ONE MEETING. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WIL L BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ RMC GROUP PLC EGM Meeting Date: 11/17/2004 Issuer: G76050106 ISIN: GB0007266413 SEDOL: 0726641 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, FOR THE PURPOSE OF GIVING EFFECT TO Management For THE SCHEME OF ARRANGEMENT DATED 2 5 OCT 2004 BETWEEN THE COMPANY AND THE HOLDERS OF ITS SCHEME SHARES AS DEFINE D IN THE SAID SCHEME , SUBJECT TO SUCH MODIFICATION, ADDITION OR CONDITION APP ROVED OR IMPOSED BY THE COURT THE SCHEME : A) THE SCHEME AND AUTHORIZE THE DI RECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; B) TO REDUCE THE SHARE CAP ITAL OF THE COMPANY BY CANCELING AND EXTINGUISHING ALL THE CANCELLATION SHARES AS SPECIFIED IN SCHEME ; C) AND SUBJECT TO AND FORTHWITH UPON THE SAID REDUC TION OF CAPITAL TAKING EFFECT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE ARTICLES OF ASSOCIATION OF THE COMPANY: I) TO INCREASE THE SHARE CAPITAL O F THE COMPANY TO ITS FORMER AMOUNT BY CREATION OF SUCH NUMBER OF ORDINARY SHAR ES OF 25 PENCE EACH AS SHALL BE EQUAL TO THE NUMBER OF CANCELLATION SHARES CAN CELLED PURSUANT TO POINT (A) ABOVE; II) TO CAPITALIZE THE RESERVE ARISING IN T HE BOOKS OF ACCOUNT OF THE COMPANY AS A RESULT OF THE SAID REDUCTION OF THE CA PITAL AND APPLY IN FULL AT PAR THE NEW ORDINARY SHARES SO CREATED AND ALLOT AN D ISSUED CREDITED SUCH ORDINARY SHARES AS FULLY PAID TO CEMEK UK LIMITED AND/O R ITS NOMINEE S ; III) AND AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT THE NEW ORDINARY SHARES REFERR ED IN POINT (C) (II) ABOVE UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 100,000,00 0; AUTHORITY EXPIRES ON 27 SEP 2005 ; AND D) TO AMEND THE ARTICLES OF ASSOCIA TION OF THE COMPANY BY ADOPTING AND INCLUDING THE NEW ARTICLE 126 - ------------------------------------------------------------------------------------------------------------------------------------ RMC GROUP PLC CRT Meeting Date: 11/17/2004 Issuer: G76050106 ISIN: GB0007266413 SEDOL: 0726641 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For BETWEEN THE COMPANY AND THE HOLDE RS OF THE SCHEME SHARES AS DEFINED IN THE SAID SCHEME - ------------------------------------------------------------------------------------------------------------------------------------ SINO LAND CO LTD AGM Meeting Date: 11/17/2004 Issuer: Y80267126 ISIN: HK0083000502 SEDOL: 5925766, 6810429 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For AND THE DIRECTORS AND TH E AUDITORS REPORTS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE RETIRING DIRECTORS AND AUTHORIZE Management For THE BOARD TO FIX THE DIRECTORS REMUNERATION 4. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management For THE AUDITORS FOR THE ENSUING YE AR AND AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION 5.i AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES OF THE COMPANY DUR ING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTH ER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTE D AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK EXCHAN GE FOR THIS PURPOSE, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOC K EXCHANGE OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME, NOT EX CEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPAN Y; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 5.ii AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITION AL SHARES IN THE CAPITAL OF THE COMPANY, TO ALLOT, ISSUE OR GRANT SECURITIES O F THE COMPANY, INCLUDING BONDS, DEBENTURES, NOTES CONVERTIBLE INTO SHARES OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS WHICH WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS EITHER OF DURING OR AFTER THE RELEVA NT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPI TAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE; OR PURSUANT TO THE EXERCISE OF ANY SHARE OPTION SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE N EXT AGM IS TO BE HELD BY LAW 5.iii APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 5.I AND 5.II, THE AGGREGA TE NOMINAL AMOUNT OF THE SHARES WHICH ARE REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 5.I SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL THAT MAY BE ALLOTTED OR AGREED CONDITIONALLY O R UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT TO R ESOLUTION 5.II S.6 APPROVE AND ADOPT THE NEW ARTICLES OF ASSOCIATION Management For OF THE COMPANY IN SUBSTITUTI ON FOR AND TO THE EXCLUSION OF ALL EXISTING ARTICLES OF ASSOCIATION OF THE COM PANY - ------------------------------------------------------------------------------------------------------------------------------------ COLES MYER LTD AGM Meeting Date: 11/18/2004 Issuer: Q26203101 ISIN: AU000000CML1 SEDOL: 0208912, 5709603, 6179045, 6209908 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE PRESENTATIONS BY THE CHAIRMAN AND Non-Voting Non-Vote Proposal THE CHIEF EXECUTIVE OFFICER 2. APPROVE THE FINANCIAL REPORT OF THE COMPANY FOR Non-Voting Non-Vote Proposal THE FYE 25 JUL 2004 TOGETHER W ITH THE DIRECTORS AND THE AUDITOR S REPORTS 3.a RE-ELECT MR. MARTYN K. MYER AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDAN CE WITH THE COMPANY S CONSTITUTION 3.b RE-ELECT MS. PATTY E. AKOPIANTZ AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN ACCO RDANCE WITH THE COMPANY S CONSTITUTION 3.c ELECT MR. ANGE T. KENOS AS A DIRECTOR IN ACCORDANCE Management Against WITH THE COMPANY S CONSTIT UTION 4. APPROVE THE SENIOR EXECUTIVE PERFORMANCE SHARE Management For PLAN AS SPECIFIED, AS A REPLACE MENT FOR THE CURRENT SENIOR EXECUTIVE SHARE OPTION PLAN - ------------------------------------------------------------------------------------------------------------------------------------ WOLSELEY PLC AGM Meeting Date: 11/18/2004 Issuer: G97278108 ISIN: GB0009764027 SEDOL: 0976402, 5848175 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For ACCOUNTS AND THE AUDITORS REP ORT THEREON FOR THE YE 31 JUL 2004 2. RECEIVE AND ADOPT THE DIRECTORS REMUNERATION Management For FOR THE YE 31 JUL 2004 3. DECLARE A FINAL DIVIDEND OF 16.0 PENCE PER ORDINARY Management For SHARE 4. ELECT MR. STEIN AS A DIRECTOR OF THE COMPANY Management For 5. ELECT MR. DUFF AS A DIRECTOR OF THE COMPANY Management For 6. ELECT MR. BANKS AS A DIRECTOR OF THE COMPANY Management For 7. ELECT MR. HORNSBY AS A DIRECTOR OF THE COMPANY Management For 8. ELECT MR. MURRAY AS A DIRECTOR OF THE COMPANY Management For 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY 10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 11. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For SECTION 80 UP TO A MAXI MUM NOMINAL AMOUNT OF GBP 50,000,000; AUTHORITY EXPIRES THE EARLIER OF NEXT A GM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH, DISAPPLYING THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLO TMENT OF EQUITY SECURITIES: 1) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF O RDINARY SHAREHOLDERS; 2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 7,313,728 5 % OF THE ISSUED SHARE CAPITAL ON 27 SEP 2004 ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECT ORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANC E OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH PART Management For V OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF UP TO 58,509,827 ORDINARY SHARES OF 25 P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LOND ON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUT HORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 14. AUTHORIZE THE DIRECTORS TO AMEND THE RULES OF Management For THE WOLSELEY PLC 2002 LONG TERM INCENTIVE SCHEME AND DO ALL SUCH THINGS AS MAY BE NECESSARY TO CARRY THE SAME INTO EFFECT 15. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For OR BECOMES ITS SUBSIDIARY, FOR THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985 AS AMENDED BY THE POLITICAL PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 , TO MAKE DONATIONS TO EU POLITIC AL ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGAT E AMOUNT OF GBP 125,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE COMPANY S NEXT AGM 16. APPROVE, PURSUANT TO REGULATION 111 OF THE ARTICLES Management For OF ASSOCIATION OF THE COMP ANY, TO INCREASE THE MAXIMUM AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS TO GBP 750,000 PER ANNUM WITH EFFECT FROM 01 JAN 2005 - ------------------------------------------------------------------------------------------------------------------------------------ KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 11/19/2004 Issuer: G52562140 ISIN: KYG525621408 SEDOL: 6491318, B03BR75 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE: I) THE ACQUISITION OF ALL OF THE ISSUED Management For SHARES IN THE CAPITAL OF, AND THE CANCELLATION OF ALL OUTSTANDING OPTIONS OF, ELEC & ELTEK INTERNATIONAL HO LDINGS LIMITED BY EASE EVER INVESTMENTS LIMITED, AN INDIRECT WHOLLY-OWNED SUBS IDIARY OF THE COMPANY, OTHER THAN ISSUED AND PAID-UP ORDINARY SHARES IN THE CA PITAL OF ELEC & ELTEK INTERNATIONAL HOLDINGS LIMITED BY ELITELINK HOLDINGS LIM ITED, ANOTHER INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OTHER THAN THOS E ALREADY OWNED BY ELITELINK HOLDINGS LIMITED OR PARTIES ACTING IN CONCERT WIT H IT AND THOSE OWNED BY ELEC & ELTEK INTERNATIONAL HOLDINGS LIMITED; AND AUTHO RIZE THE DIRECTORS OF THE COMPANY DIRECTORS TO DO ALL SUCH FURTHER ACTS AND THINGS AND TO SIGN AND EXECUTE ALL SUCH OTHER OR FURTHER DOCUMENTS AND TO TAKE ALL SUCH STEPS WHICH IN THE OPINION OF THE DIRECTORS BE NECESSARY, APPROPRIAT E, DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/OR GIVE EFFECTS TO THE TRANSACTIONS AS SPECIFIED AND TO AGREE TO ANY VARIATION, AMENDMENT, SUPPLEMENT OR WAIVER O F MATTERS RELATING THERETO AS ARE AND IN THE OPINION OF THE DIRECTORS IN THE I NTEREST OF THE COMPANY TO EXTENT THAT SUCH VARIATION, AMENDMENT, SUPPLEMENT OR WAIVER DO NOT CONSTITUTE MATERIAL CHANGES TO THE MATERIAL TERMS OF THE TRANSA CTIONS - ------------------------------------------------------------------------------------------------------------------------------------ KARSTADT QUELLE AG, ESSEN EGM Meeting Date: 11/22/2004 Issuer: D38435109 ISIN: DE0006275001 SEDOL: 4484105, 5786565 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE BE ADVISED THAT KARSTADT QUELLE AG, ESSEN Non-Voting Non-Vote Proposal SHARES ARE ISSUED IN REGIST ERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU 1. APPROVE THE REPORT ON THE REFINANCING CONCEPT Management Take No Action 2. APPROVE THE CAPITAL INCREASE AGAINST CONTRIBUTIONS Management Take No Action IN CASH, THE COMPANY S SHAR E CAPITAL OF EUR 301,459,904 SHALL BE INCREASED TO UP TO EUR 539,645,824 THROU GH THE ISSUE OF UP TO 93,041,375 BEARER NO- PAR SHARES WITH DIVIDEND ENTITLEME NT FROM 01 JAN 2004, AGAINST CONTRIBUTIONS IN CASH, THE NEW SHARES SHALL BE IS SUED TO THE SHAREHOLDERS AT A RATIO OF SEVEN NEW SHARES FOR EIGHT OLD SHARES, AND A PRICE OF AT LEAST EUR 4 PER SHARE - ------------------------------------------------------------------------------------------------------------------------------------ AUCKLAND INTERNATIONAL AIRPORT LTD AGM Meeting Date: 11/23/2004 Issuer: Q06213104 ISIN: NZAIAE0001S8 SEDOL: 6123707, 6135036 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE THE CHAIRMAN S INTRODUCTION Non-Voting Non-Vote Proposal * RECEIVE THE CHIEF EXECUTIVE S REVIEW Non-Voting Non-Vote Proposal * RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal OF THE COMPANY FOR THE YE 30 JUN 2004 TOGETHER WITH THE DIRECTORS AND THE AUDITOR S REPORTS 1. RE-ELECT MR. WAYNE BOYD AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION 2. RE-ELECT MRS. JOAN WITHERS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATI ON 3. RE-ELECT DR. KEITH TURNER AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N 4. AUTHORIZE THE DIRECTORS TO FIX THE FEES AND EXPENSES Management For OF THE AUDITOR * PLEASE NOTE THAT THE COMPANY WILL DISREGARD VOTES Non-Voting Non-Vote Proposal CAST ON RESOLUTION 5 BY ANY DIRECTOR OR ANY ASSOCIATE OF ANY DIRECTOR. THANK YOU. 5. APPROVE THAT THE TOTAL QUANTUM OF ANNUAL DIRECTORS Management For FEES BE INCREASED FROM NZD 222,500 FROM NZD 337,500 TO NZD 560,000, SUCH AMOUNT TO BE DIVIDED AMONGST TH E DIRECTORS AS THEY DEEM APPROPRIATE S.6 ADOPT THE NEW CONSTITUTION OF THE COMPANY IN Management For REPLACEMENT OF THE EXISTING ONE W HICH IS REVOKED * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ BRAMBLES INDUSTRIES PLC AGM Meeting Date: 11/23/2004 Issuer: G1307R101 ISIN: GB0030616733 SEDOL: 3061673 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT, AUDITORS REPORT Management For AND THE FINANCIAL STATEMENTS F OR BRAMBLES INDUSTRIES LIMITED FOR THE YE 30 JUN 2004 2. RECEIVE THE REPORTS AND ACCOUNTS FOR BRAMBLES Management For INDUSTRIES PLC FOR THE YE 30 JUN 2004 3. APPROVE THE BRAMBLES REMUNERATION REPORT FOR Management For THE YE 30 JUN 2004 4. APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSE Management For OF AUSTRALIAN STOCK EXCHAN GE LISTING RULE 10.17, TO INCREASE THE MAXIMUM PERMISSIBLE ANNUAL REMUNERATION FOR THE NON-EXECUTIVE DIRECTORS OF BRAMBLES INDUSTRIES LIMITED BY AUD 1,000,0 00 FROM AUD 2,000,000 TO AUD 3,000,000 WHICH AMOUNT WILL INCLUDE ANY REMUNERA TION PAID TO THOSE DIRECTORS BY BRAMBLES INDUSTRIES PLC OR BY ANY SUBSIDIARY O F BRAMBLES INDUSTRIES LIMITED OR BRAMBLES INDUSTRIES PLC FOR THEIR SERVICES 5. APPROVE, FOR ALL PURPOSES, TO INCREASE THE MAXIMUM Management For PERMISSIBLE ANNUAL REMUNERA TION FOR THE NON-EXECUTIVE DIRECTORS OF BRAMBLES INDUSTRIES PLC BY AUD 450,000 FROM AUD 750,000 TO AUD 1,200,000 WHICH AMOUNT WILL INCLUDE ANY REMUNERATION PAID TO THOSE DIRECTORS BY BRAMBLES INDUSTRIES LIMITED OR BY ANY SUBSIDIARY O F BRAMBLES INDUSTRIES PLC OR BRAMBLES INDUSTRIES LIMITED FOR THEIR SERVICES 6. ELECT MR. M. F. IHLEIN TO THE BOARD OF BRAMBLES Management For INDUSTRIES LIMITED 7. ELECT MR. M F. IHLEIN TO THE BOARD OF BRAMBLES Management For INDUSTRIES PLC 8. ELECT MR. S. P. JOHNS TO THE BOARD OF BRAMBLES Management For INDUSTRIES LIMITED 9. ELECT MR. S. P. JOHNS TO THE BOARD OF BRAMBLES Management For INDUSTRIES PLC 10. ELECT MR. J. NASSER AO TO THE BOARD OF BRAMBLES Management For INDUSTRIES LIMITED 11. ELECT MR. J. NASSER AO TO THE BOARD OF BRAMBLES Management For INDUSTRIES PLC 12. RE-ELECT MR. M.D.I. BURROWS TO THE BOARD OF BRAMBLES Management For INDUSTRIES LIMITED 13. RE-ELECT MR. M.D.I. BURROWS TO THE BOARD OF BRAMBLES Management For INDUSTRIES PLC 14. RE-ELECT MR. D.J. TURNER TO THE BOARD OF BRAMBLES Management For INDUSTRIES LIMITED 15. RE-ELECT MR. D.J. TURNER TO THE BOARD OF BRAMBLES Management For INDUSTRIES PLC 16. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF BRAMBLES INDUSTRIES P LC UNTIL THE CONCLUSION OF NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEF ORE THAT COMPANY 17. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For FEES 18. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT SECURITIES AND SEC TION 80 AMOUNT SHALL BE GBP 8,810,219; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2005 S.19 APPROVE TO RENEW THE AUTHORITY GIVEN TO THE DIRECTORS Management For BY ARTICLE 7 OF BRAMBLES INDUSTRIES PLC S ARTICLES OF ASSOCIATION TO ALLOT EQUITY SECURITIES FOR CASH AND SECTION 89 AMOUNT WILL BE 1,809,485; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2005 S.20 AUTHORIZE THE BRAMBLES INDUSTRIES PLC TO MAKE Management For MARKET PURCHASES SECTION 163(3) OF THE UK COMPANIES ACT 1985 OF UP TO 72,379,561 ORDINARY SHARES OF 5 PENCE EACH ORDINARY SHARES , AT A AT A MINIMUM PRICE OF 5 PENCE AND UP TO AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 ; EXCEPT THE BRAMBLES INDUSTRIES PLC MAY MAKE A PURCHASE OF ANY ORDINARY SHARE AFTER THIS AUTHORITY ENDS IF THE CONTRACT FOR PURCHASE WAS ENTERED INTO BEFORE IT ENDED 21. APPROVE THE BRAMBLES INDUSTRIES LIMITED 2004 Management For PERFORMANCE SHARE PLAN, FOR ALL P URPOSES INCLUDING AS AN EXCEPTION TO AUSTRALIAN STOCK EXCHANGE LISTING RULE 7 .1 22. APPROVE THE BRAMBLES INDUSTRIES PLC 2004 PERFORMANCE Management For SHARE PLAN, FOR ALL PURPO SES INCLUDING AS AN EXCEPTION TO AUSTRALIAN STOCK EXCHANGE LISTING RULE 7.1 23. AUTHORIZE THE BOARD TO ESTABLISH FURTHER PLANS Management For BASED ON THE BRAMBLES INDUSTRIE S LIMITED 2004 PERFORMANCE SHARE PLAN OR THE BRAMBLES INDUSTRIES PLC 2004 PERF ORMANCE SHARE PLAN THE PLANS BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCH ANGE CONTROL OR SECURITIES LAWS IN TERRITORIES OUTSIDE THE UK OR AUSTRALIA, PR OVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR OVER ALL PARTICIPATION IN THE PLA NS 24. APPROVE, FOR ALL PURPOSES AND FOR THE PURPOSE Management For OF AUSTRALIAN STOCK EXCHANGE LIS TING RULE 10.14, THE PARTICIPATION BY MR. M.F. IHLEIN IN THE BRAMBLES INDUSTRI ES LIMITED 2004 PERFORMANCE SHARE PLAN UNTIL 23 NOV 2004 25. APPROVE, FOR ALL PURPOSES AND FOR THE PURPOSE Management For OF AUSTRALIAN STOCK EXCHANGE LIS TING RULE 10.14, THE PARTICIPATION BY MR. D.J. TURNER IN THE BRAMBLES INDUSTRI ES LIMITED 2004 PERFORMANCE SHARE PLAN * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ HANG LUNG PROPERTIES LTD AGM Meeting Date: 11/23/2004 Issuer: Y30166105 ISIN: HK0101000591 SEDOL: 5579129, 6030506 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS TO FIX THEIR FEES 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For SHARES IN THE CAPITAL OF TH E COMPANY DURING THE RELEVANT PERIOD, THE AGGREGATE NOMINAL AMOUNT OF ORDINARY SHARES OF HKD 1 EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES WHICH MA Y BE PURCHASED BY THE COMPANY ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR AN Y OTHER STOCK EXCHANGE RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION ON THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE HONG KONG CODE ON SHARE REPU RCHASES, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHA RES IN THE SHARE CAPITAL OF THE COMPANY AND THE AGGREGATE NOMINAL AMOUNT OF CO NVERTIBLE CUMULATIVE PREFERENCE SHARES OF HKD 7,500 EACH IN THE CAPITAL OF THE COMPANY CONVERTIBLE PREFERENCE SHARES , NOT EXCEEDING 10% OF THE AGGREGATE N OMINAL AMOUNT OF THE CONVERTIBLE PREFERENCE SHARES IN THE SHARE CAPITAL OF THE COMPANY, AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE C OMPANY IS TO BE HELD BY LAW 5.B AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management Against TO SECTION 57B OF THE COMPANI ES ORDINANCE, TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL O F THE COMPANY AND TO ALLOT, ISSUE OR GRANT SECURITIES CONVERTIBLE INTO SHARES IN THE CAPITAL OF THE COMPANY OR OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCR IBE FOR ANY SUCH SHARE OR SUCH CONVERTIBLE SECURITIES AND TO MAKE OR GRANT OFF ERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD,: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF RIGHTS OF SUBSCRIPTION; OR III) ANY OPTION SCHE ME OR SIMILAR ARRANGEMENT; OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PR OVIDING FOR THE ALLOTMENT OF SHARES IN VIEW WHOLE OR PART OF A DIVIDEND ON SHA RES OF THE COMPANY IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPA NY SHALL NOT EXCEED THE AGGREGATE OF: AA) IN CASE OF ORDINARY SHARES 20% OF TH E AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHARES IN THE SHARE CAPITAL OF COMP ANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION PLUS; BB) IN THE CASE OF C ONVERTIBLE PREFERENCE SHARES 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE CONVER TIBLE PREFERENCE SHARES IN THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DA TE OF PASSING THIS RESOLUTION PLUS; CC) IF THE DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION OF SHAREHOLDERS OF THE COMPANY IN RESOLUTION 5. C , THE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION, UP TO A MAXIMUM EQUIVALE NT TO 10% IN THE CASE OF ORDINARY SHARES, THE AGGREGATE NOMINAL AMOUNT OF THE ORDINARY SHARES IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION AND IN THE CAS E OF CONVERTIBLE PREFERENCE SHARES, THE AGGREGATE NOMINAL AMOUNT OF THE CONVER TIBLE PREFERENCE SHARES IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION SHALL BE LIMITED ACCORDINGLY 5.C AUTHORIZE THE DIRECTORS OF THE COMPANY TO EXERCISE Management For THE POWERS OF THE COMPANY A S REFERRED IN RESOLUTION 5.B IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY RE FERRED IN SUB-POINT (CC) ABOVE S.6 AMEND ARTICLE 2, 16, 37, 38, 80, 84, 85, 90, Management For 91, 91(B), 95(C), 101(VII), 102(H ), 102(I), 102(K), 107, 109, 183(A) AND 183(B) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 7. ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ HARVEY NORMAN HOLDINGS LTD AGM Meeting Date: 11/23/2004 Issuer: Q4525E117 ISIN: AU000000HVN7 SEDOL: 5804014, 6086220, 6108726, 6173508 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE STATEMENT OF FINANCIAL Management For POSITION AND STATEMENT OF FINAN CIAL PERFORMANCE OF THE COMPANY, THE DIRECTORS DECLARATION AND THE DIRECTORS REPORT AND INDEPENDENT AUDIT REPORT FOR THE YE 30 JUN 2004 2. DECLARE A DIVIDEND AS RECOMMENDED BY THE BOARD Management For 3.1 ELECT MS. KAY LESLEY PAGE AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLE 63A OF THE COMPANY S ARTICLES OF ASSOCIATION 3.2 ELECT MR. ARTHUR BAYLY BREW AS A DIRECTOR, IN Management For ACCORDANCE WITH ARTICLE 63A OF T HE COMPANY S ARTICLES OF ASSOCIATION 3.3 ELECT MR. CHRISTOPHER HERBERT BROWN AS A DIRECTOR, Management For IN ACCORDANCE WITH ARTICLE 63A OF THE COMPANY S ARTICLES OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ HAYS PLC AGM Meeting Date: 11/23/2004 Issuer: G4361D109 ISIN: GB0004161021 SEDOL: 0416102, 5607688 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 30 Management For JUN 2004 AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For 3. APPROVE THE BOARD S REPORT ON REMUNERATION Management For 4. RE-ELECT MR. R.A. LAWSON AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 5. RE-ELECT MRS. L.M.S. KNOX AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 6. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY UNTIL THE CONC LUSION OF THE NEXT AGM 7. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITORS OF THE COMPA NY 8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AFTER THE DATE OF PASSING OF THIS RESOLUTION AND F OR THAT PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 5,785,981 S.9 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For 8, THE POWER CONFERRED ON T HE DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR A PERIOD EXPIRING AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AFTER THE DATE OF PASSING OF THIS RESOLUTION AND FOR THAT PERIOD THE SECTION 89 AMOU NT SHALL BE GBP 867,897, NOTWITHSTANDING THE PROVISIONS OF ARTICLE 13 OF THE C OMPANY S ARTICLES OF ASSOCIATION, THIS POWER APPLIES IN RELATION TO A SALE OF SHARES WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94 (3A) OF THE COMPANIES ACT 1985 S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For OF UP TO 260,369,178 ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUAL TO T HE NOMINAL VALUE AND MAXIMUM PRICE IS EQUAL TO 105% OF THE AVERAGE MIDDLE MARK ET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE DAILY OFFICIAL LIST OF UK LISTI NG AUTHORITY, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIE R OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 31 DEC 2005 ; THE COMPAN Y, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WI LL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ------------------------------------------------------------------------------------------------------------------------------------ BHP BILLITON LTD AGM Meeting Date: 11/25/2004 Issuer: Q1498M100 ISIN: AU000000BHP4 SEDOL: 0144403, 0144414, 5709506, 6144690, 6144764, 6146760 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management OF THE BHP BILLITON LTD. 2. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management OF THE BHP BILLITON PLC 3. RE-ELECT DR. ARGUS AS A DIRECTOR OF BHP BILLITION Management LTD. 4. RE-ELECT DR. ARGUS AS A DIRECTOR OF BHP BILLITON Management PLC 5. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management BILLITON LTD. 6. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management BILLITON PLC 7. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management BILLITON LTD. 8. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management BILLITON PLC 9. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management BILLITON LTD. 10. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management BILLITON PLC 11. RE-APPOINT THE AUDITORS OF BHP BILLITON PLC Management 12. APPROVE TO RENEW DIRECTORS AUTHORITY TO ALLOT Management SHARES OF BHP BILLITON PLC 13. APPROVE TO RENEW THE DISAPPLICATION OF PRE EMPTION Management RIGHTS IN BHP BILLITON PLC 14. APPROVE THE REPURCHASE OF SHARES OF BHP BILLITION Management PLC 15. APPROVE THE REMUNERATION REPORT Management 16. APPROVE THE AMENDED GROUP INCENTIVE PLAN Management 17. APPROVE THE LONG TERM INCENTIVE PLAN (LTIP) Management 18. APPROVE THE GRANT OF AWARDS TO MR. C.W. GOODYEAR Management UNDER THE AMENDED GIS AND THE LTIP 19. APPROVE THE GRANT OF AWARDS TO MR. M. SALAMON Management UNDER THE AMENDED GIS AND THE LT IP - ------------------------------------------------------------------------------------------------------------------------------------ BHP BILLITON PLC AGM Meeting Date: 11/25/2004 Issuer: G10877101 ISIN: GB0000566504 SEDOL: 0056650, 4878333, 5359730, 6016777, B02S6G9 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For LIMITED FOR THE YE 30 JUN 20 04, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT 2. RECEIVE THE FINANCIAL STATEMENTS FOR BHP BILLITON Management For PLC FOR THE YE 30 JUN 2004, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT 3. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 4. RE-ELECT MR. D.R. ARGUS AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY ROTA TION 5. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 6. RE-ELECT MR. D.A. CRAWFORD AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 7. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 8. RE-ELECT MR. C.W. GOODYEAR AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 9. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For BILLITON LIMITED, WHO RETIRES BY ROTATION 10. RE-ELECT DR. J.M. SCHUBERT AS A DIRECTOR OF BHP Management For BILLITON PLC, WHO RETIRES BY R OTATION 11. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP Management For BILLITON PLC AND AUTHORIZE THE DIRECTORS TO AGREE THEIR REMUNERATION 12. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For RELEVANT SECURITIES CONFERRE D ON THE DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC S ARTICLES OF ASSOCIATION FOR THE PERIOD ENDING ON THE EARLIER OF: I) 24 FEB 2006; AND II) THE LATER OF THE AGM OF BHP BILLITON LIMITED AND THE AGM OF BHP BILLITON PLC IN 2005, AND F OR SUCH PERIOD THE SECTION 80 AMOUNT (UNDER THE UNITED KINGDOM COMPANIES ACT 1 985) SHALL BE USD 265,926,499.00 S.13 APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For EQUITY SECURITIES FOR CASH C ONFERRED ON THE DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC S ARTICLES OF ASSOC IATION FOR THE PERIOD ENDING ON THE EARLIER OF: I) 24 FEB 2006; AND II) THE LA TER OF THE AGM OF BHP BILLITON LIMITED AND THE AGM OF BHP BILLITON PLC IN 2005 , AND FOR SUCH PERIOD THE SECTION 89 AMOUNT UNDER THE UNITED KINGDOM COMPANIE S ACT 1985 SHALL BE USD 61,703,675.00 S.14 AUTHORIZE BHP BILLITON PLC, IN ACCORDANCE WITH Management For ARTICLE 6 OF ITS ARTICLES OF AS SOCIATION AND SECTION 166 OF THE UNITED KINGDOM COMPANIES ACT 1985, TO MAKE MA RKET PURCHASES SECTION 163 OF THAT ACT OF UP TO 246,814,700 10% OF ISSUED S HARE CAPITAL OF THE BHP BILLITON PLC ORDINARY SHARES OF USD 0.50 NOMINAL VALU E EACH IN THE CAPITAL OF BHP BILLITON PLC SHARES , AT A MINIMUM PRICE OF USD 0.50 AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FO R A SHARE TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIV E BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF PURCHASE OF THE SHARES; AUT HORITY EXPIRES ON THE EARLIER OF 24 MAY 2006 AND THE LATER OF THE AGM OF BHP B ILLITON LIMITED AND THE AGM OF BHP BILLITON PLC IN 2005 PROVIDED THAT BHP BILL ITON PLC MAY ENTER INTO A CONTRACT FOR THE PURCHASE OF SHARES BEFORE THE EXPIR Y OF THIS AUTHORITY WHICH WOULD OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER S UCH EXPIRY 15. APPROVE THE REMUNERATION REPORT FOR THE YE 30 Management For JUN 2004 * PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTIONS Non-Voting Non-Vote Proposal 16 TO 19 BY MR. C.W. GOODYEAR A ND MR. M. SALAMON AND ANY OTHER DIRECTOR WHO IS ELIGIBLE TO PARTICIPATE IN AN Y EMPLOYEE INCENTIVE SCHEME OF EITHER BHP BILLITON LIMITED OR BHP BILLITON PLC (OF WHICH THERE ARE NONE) AND ANY OF THEIR ASSOCIATES WILL BE DISREGARDED. TH ANK YOU. 16. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For 17, TO: A) AMEND THE BHP BIL LITON LIMITED GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED; AND B) AMEND THE BHP BILLITON PLC GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED 17. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For 17, TO: A) AMEND THE BHP BIL LITON LIMITED GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED; AND B) AMEND THE BHP BILLITON PLC GROUP INCENTIVE SCHEME AND THE PRINCIPAL TERMS AS SPECIFIED 18. APPROVE TO GRANT THE DEFERRED SHARES AND THE Management For OPTIONS UNDER THE AMENDED BHP BIL LITON LIMITED GROUP INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES UNDER THE BHP BILLITON LIMITED LONG TERM INCENTIVE PLAN TO EXECUTIVE DIRECTOR AND C HIEF EXECUTIVE OFFICER, MR. C.W. GOODYEAR, IN THE MANNER AS SPECIFIED, INCLUDI NG FOR THE PURPOSE OF ASX LISTING RULE 10.14 19. APPROVE TO GRANT THE DEFERRED SHARES AND OPTIONS Management For UNDER THE AMENDED BHP BILLITO N PLC GROUP INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES UNDER THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN TO EXECUTIVE DIRECTOR AND GROUP PRESIDE NT NON-FERROUS MATERIALS, MR. M. SALAMON, IN THE MANNER AS SPECIFIED, INCLUDIN G FOR THE PURPOSES OF ASX LISTING RULE 10.14 * PLEASE NOTE THAT THIS IS A REVISION TO THE JOB Non-Voting Non-Vote Proposal DUE TO A CHANGE IN THE STATUS O F THE MARKET INDICATORS. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RE TURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. TH ANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ FAST RETAILING CO LTD AGM Meeting Date: 11/25/2004 Issuer: J1346E100 ISIN: JP3802300008 SEDOL: 6332439 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 50, FINAL JY 65, SPECIAL JY 0 2.1 ELECT DIRECTOR Management For 2.2 ELECT DIRECTOR Management For 2.3 ELECT DIRECTOR Management For 2.4 ELECT DIRECTOR Management For 2.5 ELECT DIRECTOR Management For 2.6 ELECT DIRECTOR Management For 2.7 ELECT DIRECTOR Management For 2.8 ELECT DIRECTOR Management For 3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For 3.3 APPOINT INTERNAL STATUTORY AUDITOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ INTERNATIONAL POWER PLC EGM Meeting Date: 11/25/2004 Issuer: G4890M109 ISIN: GB0006320161 SEDOL: 0632016, 5626757, B02SWM7 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PURCHASE BY IPM EAGLE LLP, A LIMITED Management For LIABILITY PARTNERSHIP IN WHIC H THE COMPANY HOLDS A 70% INTEREST, OR HIS NOMINEE(S), OF ALL OF THE ISSUED SH ARE CAPITAL OF MEC INTERNATIONAL B.V. AND RAPID ENERGY LIMITED AND THE BENEFIT OF ALL PROMISSORY NOTES AND OTHER OBLIGATIONS IF ANY REPRESENTING MONEY BOR ROWED BY OR AN INSTALMENT OBLIGATION OF MEC INTERNATIONAL B.V., RAPID ENERGY L IMITED OR ANY OF THEIR RESPECTIVE SUBSIDIARIES EACH AN ACQUIRED COMPANY , TO EME OR ITS PARENT UNDERTAKINGS OR ITS RESPECTIVE SUBSIDIARY UNDERTAKINGS OTHE R THAN ACQUIRED COMPANY , ON THE TERMS OF THE ACQUISITION AGREEMENT AS SPECIFI ED, AND AUTHORIZE THE DIRECTORS TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY OR APPROPRIATE IN RELATION THERETO INCLUDING, WITHOUT LIMITATION, TO CAUSE THE EM E PORTFOLIO AGREEMENTS AS SPECIFIED AND ALL MATTERS PROVIDED THEREIN OR RELA TED THERETO TO BE COMPLETED AND, AT THEIR DISCRETION, TO AMEND, WAIVE, VARY OR EXTEND ANY OF THE TERMS ANY EME PORTFOLIO AGREEMENT OR ANY DOCUMENT REFERRED TO IN OR CONNECTED WITH AN EME PORTFOLIO AGREEMENT IN WHATEVER WAY THEY MAY CO NSIDER TO BE NECESSARY OR DESIRABLE PROVIDED THAT ANY SUCH AMENDMENT, WAIVER, VARIATION, OR EXTENSION IS NOT MATERIAL 2. AUTHORIZE THE COMPANY THAT THE SHARE CAPITAL Management For BE INCREASED FROM GBP 850,000,001 .21 TO GBP 1,133,000,001.21 BY THE CREATION OF 566,000,000 ORDINARY SHARES OF 50 PENCE EACH 3. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For WITH SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALL OT RELEVANT SECURITIES SECTION 80(2) OF THE ACT UP TO AN AGGREGATE NOMINAL V ALUE OF GBP 245,000,000; AUTHORITY EXPIRES THE EARLIER OF, THE NEXT AGM IN 20 05 OR 10 AUG 2005 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ INTRACOM SA AGM Meeting Date: 11/25/2004 Issuer: X3967R125 ISIN: GRS087103008 BLOCKING SEDOL: 5482023, 5541173 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE REDUCTION OF THE SHARE CAPITAL THROUGH Management REDUCTION OF THE PAR VALUE OF THE SHARE AND REFUND OF THE EQUIVALENT AMOUNT TO THE SHAREHOLDERS IN CASH; APPROVE THE MODIFICATION OF THE ARTICLE NO. 5 OF THE COMPANY S CHARTER; AUTHOR IZE THE BOARD OF DIRECTORS TO RETURN THE AMOUNT TO THE SHAREHOLDERS IN CASH AN D DETERMINE THE EX-DATE AND PAYABLE DATE 2. APPROVE THE EXPANSION OF THE COMPANY S ACTIVITIES; Management APPROVE THE MODIFICATION OF ARTICLE NO. 3 OF THE COMPANY S CHARTER - ------------------------------------------------------------------------------------------------------------------------------------ SONIC HEALTHCARE LIMITED AGM Meeting Date: 11/25/2004 Issuer: Q8563C107 ISIN: AU000000SHL7 SEDOL: 5975589, 6821120 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * RECEIVE THE STATEMENT OF FINANCIAL POSITION OF Non-Voting Non-Vote Proposal THE COMPANY AND THE GROUP AS AT 30 JUN 2004 AND THE STATEMENT OF FINANCIAL PERFORMANCE FOR THE FYE ON THAT DATE, TOGETHER WITH THE STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AU DITOR AND NOTES ATTACHED AND INTENDED TO BE READ WITH THE FINANCIAL STATEMENTS 1. RE-ELECT DR. PHILIP DUBOIS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORD ANCE WITH ARTICLE 71 OF THE COMPANY S CONSTITUTION 2. RE-ELECT DR. HUGH SCOTTON AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORDA NCE WITH ARTICLE 71 OF THE COMPANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST IN RESPECT OF RESOL UTION 3 BY DR. COLIN GOLDSCHMIDT ALL OTHER DIRECTORS, AND ANY OF THEIR ASSOCIA TES. THANK YOU. 3. APPROVE THE PARTICIPATION BY DR. COLIN GOLDSCHMIDT Management For MANAGING DIRECTOR UNTIL 2 5 NOV 2007, IN THE EXECUTIVE INCENTIVE PLAN, INCLUDING FOR THE PURPOSE OF ASX LISTING RULE 10.14 * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST IN RESPECT OF RESOL UTION 4 BY MR. CHRIS WILKS ALL OTHER DIRECTORS, AND ANY OF THEIR ASSOCIATES. T HANK YOU. 4. APPROVE THE PARTICIPATION BY MR. CHRIS WILKS Management For FINANCE DIRECTOR UNTIL 25 NOV 2 007, IN THE EXECUTIVE INCENTIVE PLAN, INCLUDING FOR THE PURPOSE OF ASX LISTING RULE 10.14 - ------------------------------------------------------------------------------------------------------------------------------------ SHIMACHU CO LTD AGM Meeting Date: 11/26/2004 Issuer: J72122104 ISIN: JP3356800007 SEDOL: 6804455 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management Against DIVIDENDS: INTERIM JY 7.15, FINAL JY 7.15, SPECIAL JY 0 2.1 ELECT DIRECTOR Management For 2.2 ELECT DIRECTOR Management For 2.3 ELECT DIRECTOR Management For 2.4 ELECT DIRECTOR Management For 2.5 ELECT DIRECTOR Management For 2.6 ELECT DIRECTOR Management For 2.7 ELECT DIRECTOR Management For 3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For 3.3 APPOINT INTERNAL STATUTORY AUDITOR Management For 3.4 APPOINT INTERNAL STATUTORY AUDITOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ THE WAREHOUSE GROUP LTD AGM Meeting Date: 11/26/2004 Issuer: Q90307101 ISIN: NZWHSE0001S6 SEDOL: 6306553, 6939625 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE FINANCIAL Management Abstain STATEMENTS AND THE AUDITO RS REPORT FOR THE YE 01 AUG 2004 2.1 RE-ELECT MR. GRAHAM FRANCIS EVANS AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN AC CORDANCE WITH THE CONSTITUTION 2.2 RE-ELECT MR. JOAN WITHERS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE CONSTITUTION 2.3 RE-ELECT MR. ROBERT LANHAM CHALLINOR AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE CONSTITUTION 2.4 RE-APPOINT MR. IAN TSICALAS TO THE BOARD AS AN Management For EXECUTIVE DIRECTOR 2.5 RE-APPOINT MR. IAN ROGNVALD MORRICE TO THE BOARD Management For AS MANAGING DIRECTOR 3. APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management For , PURSUANT TO SECTION 200 1 OF THE COMPANIES ACT 1993 AND AUTHORIZE THE DIRECTORS TO FIX REMUNERATION OF THE AUDITOR FOR THE ENSUING YEAR 4.a APPROVE THE PROVISION OF FINANCIAL ASSISTANCE Management For BY THE COMPANY TO THE WAREHOUSE MANAGEMENT TRUSTEE COMPANY NO. 2 LIMITED AS TRUSTEE OF THE SCHEME, BY WAY OF L OAN UPTO A MAXIMUM VALUE OF NZD 5,100,000 IN 2005 4.b.1 APPROVE THE TERMS OF SCHEME AS SPECIFIED, IN Management For ACCORDANCE WITH ASX LISTING RULE 10.14 4.b.2 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For UNDER THE SCHEME BY MR. P ETER GLEN INGER , A DIRECTOR OF THE COMPANY, IN ACCORDANCE WITH ASX LISTING RU LE 10.14 4.b.3 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For UNDER THE SCHEME BY MR. IAN ROGANVALD MARRICE, A DIRECTOR OF THE COMPANY, IN ACCORDANCE WITH ASX LISTING RULE 10.14 4.b.4 APPROVE THE ACQUISITION OF SECURITIES AS SPECIFIED Management For UNDER THE SCHEME BY MR. IAN TSICALAS, A DIRECTOR OF THE COMPANY, IN ACCORDANCE WITH ASX LISTING RULE 10.1 4 4.c.1 APPROVE THE ISSUE BY THE COMPANY TO SELECTED Management For EXECUTIVES AND EXECUTIVE DIRECTOR S OF RIGHTS TO ACQUIRE UPTO A MAXIMUM OF 2,000,000 SHARES UNDER THE SCHEME IN 2005 AS SPECIFIED, IN ACCORDANCE WITH CLAUSE 4.2(A) OF THE COMPANY S CONSTITUT ION AND NZX LISTING RULE 7.3.1(A) 4.c.2 APPROVE THE ISSUE OF SECURITIES UNDER THE SCHEME Management For BY THE COMPANY AS AN EXCEPTIO N TO ASX LISTING RULE 7.1 AS SPECIFIED, IN ACCORDANCE WITH ASX LISTING RULE 7. 2 EXCEPTION 9 S.5 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For THE COMPANY AND THE COMPANY ADO PT A REPLACEMENT CONSTITUTION IN THE FORM SPECIFIED, IN ACCORDANCE WITH SECTIO N 32 OF THE COMPANIES ACT 1993 6. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ WOOLWORTHS LTD AGM Meeting Date: 11/26/2004 Issuer: Q98418108 ISIN: AU000000WOW2 SEDOL: 5957327, 6981239 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORTS OF Management For THE COMPANY AND THE CONSOLIDATED ENTITY AND THE DECLARATION BY THE DIRECTORS AND REPORTS OF THE DIRECTORS AND T HE AUDITORS THEREON FOR THE FINANCIAL PERIOD ENDED 27 JUN 2004 2.a RE-ELECT PROFESSOR ADRIENNE ELIZABETH CLARKE Management For AS A DIRECTOR, WHO RETIRES BY ROT ATION IN ACCORDANCE WITH ARTICLE 10.3 OF THE COMPANY S CONSTITUTION 2.b RE-ELECT MS. DIANE JENNIFER GRADY AS A DIRECTOR, Management For WHO RETIRES BY ROTATION IN AC CORDANCE WITH ARTICLE 10.3 OF THE COMPANY S CONSTITUTION 2.c RE-ELECT MR. JOHN FREDERICK ASTBURY AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE W ITH ARTICLE 10.10 OF THE COMPANY S CONSTITUTION * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 3 BY ANY DIRECTOR EXCEPT ONE WHO IS INELIGIBLE TO PARTICIPATE IN ANY EMPLOYEE INCE NTIVE SCHEME IN RELATION OF THE COMPANY AND ANY ASSOCIATE OF ANY DIRECTOR. TH ANK YOU 3. APPROVE: A) THE ESTABLISHMENT OF A PLAN, TO BE Management For CALLED WOOLWORTHS LONG TERM INC ENTIVE PLAN PLAN FOR THE PROVISION OF INCENTIVES TO MANAGEMENT OF WOOLWORTHS LIMITED AND ITS SUBSIDIARIES EMPLOYEES ; B) THE ISSUE OF OPTIONS OR OTHER RI GHTS OVER, OR INTERESTS IN, ORDINARY FULL PAID SHARES IN WOOLWORTHS LIMITED S HARES TO EMPLOYEES UNDER THE PLAN; C) THE ISSUE AND TRANSFER OF SHARES TO EMP LOYEES UNDER THE PLAN; D) THE GRANT OF CASH AWARDS TO EMPLOYEES UNDER THE PLAN ; AND E) THE PROVISION OF BENEFITS TO EMPLOYEES UNDER THE PLAN, IN ACCORDANCE WITH THE WOOLWORTHS LONG TERM INCENTIVE PLAN RULES * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 4 BY ANY DIRECTOR EXCEPT ONE WHO IS INELIGIBLE TO PARTICIPATE IN ANY EMPLOYEE INCE NTIVE SCHEME IN RELATION OF THE COMPANY AND ANY ASSOCIATE OF ANY DIRECTOR. TH ANK YOU 4. APPROVE THE GRANT TO THE GROUP MANAGING DIRECTOR Management For AND THE CHIEF EXECUTIVE OFFIC ER OF THE COMPANY, MR. ROGER CAMPBELL CORBETT, OF A MAXIMUM OF TWO MILLION OPT IONS TO SUBSCRIBE FOR ORDINARY SHARES TO BE ISSUED IN THE COMPANY, SUCH OPTION S TO BE GRANTED PURSUANT TO THE WOOLWORTHS EXECUTIVE OPTION PLAN AND SUBJECT T O THE TERMS AND CONDITIONS AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ EFG EUROBANK ERGASIAS SA EGM Meeting Date: 11/29/2004 Issuer: X1898P101 ISIN: GRS323013003 BLOCKING SEDOL: 5654316, 5674626 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE INTERIM DIVIDEND PAYMENT FOR THE Management FY 2004 2. APPROVE THE STOCK OPTION TO THE BANKS PERSONNEL Management ACCORDING TO THE ARTICLES 16 P ARAGRAPH 2 OF C.L. 2190/1920 AND 1 OF P.D. 30/1988, THE SHARES DERIVE FROM THE BANK S SHARE CAPITAL INCREASE BY CAPITALIZATION OF A PART OF THE BANKS RESERV ES UNTIL 31 DEC 2002 RELEVANT MODIFICATION TO ARTICLE 5 OF THE BAA 3. APPROVE THE MODIFICATION TO THE DECISION MADE Management BY THE SHAREHOLDERS EGM ON 05 AP R 2004 REGARDING THE BANKS STOCK OPTION PROGRAMME, ACCORDING TO THE PROVISIONS OF ARTICLE 13 PARAGRAPH 9 OF COD.LAW 2190/1920, AS CURRENTLY IN FORCE 4. APPROVE THE PUBLICATION OF THE SHAREHOLDERS LIST Management FROM WHICH THE BANK PURCHASED OWN SHARES, ACCORDING TO ARTICLE 16 PARAGRAPH 5 OF C.L. 2190/1920 * PLEASE NOTE THAT THE MEETING HELD ON 15 NOV 2004 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 29 NOV 2004. PLEAS E ALSO NOTE THE NEW CUTOFF DATE 17 NOV 2004 . IF YOU HAVE ALREADY SENT YOUR V OTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORI GINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ NEXT PLC EGM Meeting Date: 11/29/2004 Issuer: G6500M106 ISIN: GB0032089863 SEDOL: 3208986, B02SZZ1 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, FOR THE PURPOSES OF SECTIONS 164 AND Management For 165 OF THE COMPANIES ACT 1985, T HE PROGRAMME AGREEMENT TO BE ENTERED INTO BETWEEN THE COMPANY AND GOLDMAN SACH S INTERNATIONAL THE PROGRAMME AGREEMENT AND AUTHORIZE THE COMPANY TO ENTER I NTO THE PROGRAMME AGREEMENT AND ALL AND ANY CONTINGENT FORWARD TRADES WHICH MA Y BE EFFECTED OR MADE FROM TIME TO TIME UNDER OR PURSUANT TO THE PROGRAMME AGR EEMENT FOR THE CONTINGENT OFF-MARKET PURCHASE BY THE COMPANY OF ITS OWN ORDINA RY SHARES OF 10 PENCE EACH FOR CANCELLATION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2005 OR ON 29 APR 2006 - ------------------------------------------------------------------------------------------------------------------------------------ TABCORP HLDGS LTD AGM Meeting Date: 11/29/2004 Issuer: Q8815D101 ISIN: AU000000TAH8 SEDOL: 5697678, 6873262 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Non-Voting Non-Vote Proposal AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR IN RESPECT OF THE YE 30 JUN 2004 2.a RE-ELECT MR. M.B. ROBINSON AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONS TITUTION 2.b RE-ELECT MR. P.G. SATRE AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONSTIT UTION 3.a ELECT MR. J.D. STORY AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONSTITUTI ON 3.b ELECT MR. L.J. WILLETT AS A DIRECTOR IN ACCORDANCE Management For WITH THE COMPANY S CONSTITU TION S.4 APPROVE, SUBJECT TO RECEIVE ANY NECESSARY WRITTEN Management For OF THE NEW SOUTH WALES CASIN O CONTROL AUTHORITY AND THE MINISTER RESPONSIBLE FOR THE ADMINISTRATION OF THE QUEENSLAND CASINO CONTROL ACT 1982 QLD AND WITH EFFECT FROM THE LATER OF TH E PASSING OF THIS RESOLUTION AS SPECIFIED, AND FOR THE PURPOSE OF THE IDENTIFI CATION BE ADOPTED AS THE CONSTITUTION OF THE COMPANY IN SUBSTITUTION FOR AND T O THE EXCLUSION OF THE EXISTING CONSTITUTION OF THE COMPANY S.5 APPROVE, IN ACCORDANCE WITH SECTION 260B(2) OF Management For THE CORPORATION ACT 2001 CTH , FOR THE FINANCIAL ASSISTANCE TO BE PROVIDED BY THE TAB LIMITED AND ITS SUBSID IARIES EACH A SUBSIDIARY OF THE TABCORP HOLDINGS LIMITED TO TABCORP INVESTME NTS NO.4 PTY LTD IN CONNECTION WITH THE ACQUISITION BY THE TABCORP INVESTMENTS NO.4 PTY LTD OF ALL THE ORDINARY SHARES IN THE CAPITAL OF THE TAB LIMITED AS SPECIFIED S.6 APPROVE, IN ACCORDANCE WITH SECTION 260B(2) OF Management For THE CORPORATION ACT 2001 CTH , FOR THE FINANCIAL ASSISTANCE TO BE PROVIDED BY THE JUPITERS LIMITED AND ITS S UBSIDIARIES EACH A SUBSIDIARY OF THE TABCORP HOLDINGS LIMITED TO TABCORP INV ESTMENTS NO.2 PTY LTD IN CONNECTION WITH THE ACQUISITION BY THE TABCORP INVEST MENTS NO.2 PTY LTD OF ALL THE ORDINARY SHARES IN THE CAPITAL OF THE JUPITERS L IMITED AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE INFRASTRUCTURE GROUP AGM Meeting Date: 11/30/2004 Issuer: Q5701N102 ISIN: AU000000MIG8 SEDOL: 6456942 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ O.1 RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For AUDITORS THEREON FOR THE YE 30 J UN 2004 O.2 RE-ELECT MR. JOHN POULTER AS A DIRECTOR OF THE Management For COMPANY PURSUANT TO ARTICLE 115 AND 116 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO RETIRES BY ROTATION O.3 RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY TO BE AGR EED WITH THE DIRECTORS O.4 APPROVE, PURSUANT TO ARTICLE OF ASSOCIATION OF Management For THE COMPANY; A) A UNIT IN MIT(I ) AND A UNIT IN MIT(II) NO LONGER BE STAPLED TO ORDINARY SHARES OR INTERESTS I N SHARES IN THE COMPANY; AND B) THE SHARES OR INTERESTS IN SHARES IN THE COMPA NY NOT BE STAPLED TO UNITS IN MIT(I) AND UNITS IN MIT(II), AS REQUIRED BY THE TERMS OF THE SCHEME AS SPECIFIED S.5 APPROVE: A) THE SCHEME OF ARRANGEMENT DATED 28 Management For OCT 2004 PROPOSED TO BE MADE BE TWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES AS SPECIFIED; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS DEEM NECESSARY OR APP ROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; B) APPROVE FOR THE PURPOSE OF GI VING EFFECT TO THE SCHEME IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIF ICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT; 1) THE CAPITA L OF THE COMPANY BE REDUCED BY CANCELING AND EXTINGUISHING ALL THE SCHEME SHAR ES; AND 2) SUBJECT TO AND FORTHWITH UPON THE SAID REDUCTION OF CAPITAL BECOMIN G EFFECTIVE AND NOTWITHSTANDING ANY OTHER PROVISION IN THE COMPANY S ARTICLES OF ASSOCIATION; I) THE CAPITAL OF THE COMPANY BE INCREASED TO ITS FORMER AMOUN T BY THE CREATION OF SUCH NUMBER OF ORDINARY SHARES OF 15 PENCE EACH AS SHALL BE EQUAL TO THE NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO POINT A ; II) TH E RESERVE ARISING IN THE BOOKS OF THE COMPANY AS A RESULT OF THE SAID REDUCTIO N OF CAPITAL BE CAPITALIZED AND APPLIED IN PAYING UP IN FULL AT PAR THE ORDIN ARY SHARES, SUCH ORDINARY SHARES TO ALLOTTED AND ISSUED CREDITED AS FULLY PAID TO MACQUARIE INFRASTRUCTURE BERMUDA LIMITED; AND III) THE DIRECTORS OF THE CO MPANY BE GENERALLY AND UNCONDITIONALLY AUTHORIZED FOR THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT 1985 TO ALLOT THE ORDINARY SHARES PROVIDED THAT; 1) TH E MAXIMUM AGGREGATE NOMINAL AMOUNT OF ORDINARY SHARES WHILCH MAY BE ALLOTTED H EREUNDER IS AUD 289,858,633; 2) THIS AUTHORITY SHALL EXPIRE ON 31 JAN 2005; AN D 3) THIS AUTHORITY SHALL BE IN ADDITION AND WITHOUT PREJUDICE TO ANY OTHER AU THORITY UNDER THE SAID SECTION 80 PREVIOUSLY GRANTED AND IN FORCE O9N THE DATE ON WHICH THIS RESOLUTION IS PASSED; 3) AMEND THE ARTICLES OF ASSOCIATION OF T HE COMPANY BY THE ADOPTION INCLUDING A NEW ARTICLE 168 S.6 APPROVE: A) THE AMOUNT STANDING TO THE CREDIT Management For OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY TO AND THE SAME IS HEREBY REDUCED BY THE SUM OF AUD 340 MILLION; A ND B) THE SUM ARISING FROM THE CANCELLATION REFERRED TO IN PARAGRAPH A OF THI S RESOLUTION BE PAID TO THE REGISTERED HOLDERS OF THE ORDINARY SHARES OF 15P E ACH IN THE COMPANY ON THE DATE OF THE SAID REDUCTION TAKING EFFECT O.7 APPROVE THAT EACH OF THE UNISSUED ORDINARY SHARES Management For OF 10 PENCE EACH IN THE PRES ENT CAPITAL OF THE COMPANY BE CONVERTED INTO ONE DEFERRED SHARE OF 10 PENCE EA CH THE DEFERRED SHARES TO CONFER ON THE HOLDERS THE RIGHTS AND RESTRICTIONS EX PRESSED TO BE ATTACHED TO THEM BY ARTICLE 27A OF THE ARTICLES OF ASSOCIATION O F THE COMPANY AS SPECIFIED S.8 AMEND THE ARTICLE OF ASSOCIATION OF THE COMPANY Management For BY THE ADOPTION INCLUDING A NE W ARTICLE 27A AFTER EXISTING ARTICLE 27 - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE INFRASTRUCTURE GROUP SCH Meeting Date: 11/30/2004 Issuer: Q5701N102 ISIN: AU000000MIG8 SEDOL: 6456942 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SCHEME OF ARRANGEMENT Management For - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE INFRASTRUCTURE GROUP OGM Meeting Date: 11/30/2004 Issuer: Q5701N102 ISIN: AU000000MIG8 SEDOL: 6456942 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTIO N, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (II): A) BY DELETING THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE 27B.2 AND INSERTING IT WITH A NEW ONE S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTIO N, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (II) A) BY DELETING THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING NEW ONES AND REPLACING THE WORDS CORPORATIONS LAW EACH TIME IT APPEARS IN THE CONSTITUTION WITH THE WORDS CORP ORATIONS ACT 2001 (CTH) 3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST (II) THAT SHA RE STAPLING IN RESPECT OF SHARES OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY THE TERMS OF NEW STAPLING DEED AS DEFINED IN PART 9 OF THE CIRCULAR TO STAPLED SECURITY H OLDERS DATED 28 OCT 2004 * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE INFRASTRUCTURE GROUP OGM Meeting Date: 11/30/2004 Issuer: Q5701N102 ISIN: AU000000MIG8 SEDOL: 6456942 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 208714 DUE TO CHANGE IN ADDIT IONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGAR DED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THE BELOW THREE RESOLUTION PERTAINS Non-Voting Non-Vote Proposal TO MACQUARIE INFRASTRUCTU RE TRUST (I) S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTIO N, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (II): A) BY DELETING THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE 27B.2 AND INSERTING IT WITH A NEW ONE S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (I) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTIO N, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (II) A) BY DELETING THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING NEW ONES AND REPLACING THE WORDS CORPORATIONS LAW EACH TIME IT APPEARS IN THE CONSTITUTION WITH THE WORDS CORP ORATIONS ACT 2001 (CTH) 3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST (II) THAT SHA RE STAPLING IN RESPECT OF SHARES OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY THE TERMS OF NEW STAPLING DEED AS DEFINED IN PART 9 OF THE CIRCULAR TO STAPLED SECURITY H OLDERS DATED 28 OCT 2004 * PLEASE NOTE THAT THE BELOW THREE RESOLUTION PERTAINS Non-Voting Non-Vote Proposal TO MACQUARIE INFRASTRUCTU RE TRUST (II) S.1 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (II) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTI ON, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (I): A) BY DELETING THE WORDS SPECIFIED FROM CLAUSE 19.1(G) AND REPLACING THEM WITH NEW WORDS; AN D B) BY DELETING CLAUSE 27B.2 AND INSERTING IT WITH A NEW ONE S.2 AMEND, SUBJECT TO THE PASSING OF A RESOLUTION Management For BY MEMBERS OF MACQUARIE INFRASTR UCTURE TRUST (II) IN THE SAME OR SUBSTANTIALLY THE SAME TERMS AS THIS RESOLUTI ON, THE CONSTITUTION OF THE MACQUARIE INFRASTRUCTURE TRUST (I) A) BY DELETING THE WORDS SPECIFIED FROM 3.6(A) AND INSERTING NEW ONES AND REPLACING THE WORDS CORPORATIONS LAW EACH TIME IT APPEARS IN THE CONSTITUTION WITH THE WORDS CORP ORATIONS ACT 2001 (CTH) 3. APPROVE THE PROPOSED DETERMINATION OF MACQUARIE Management For INFRASTRUCTURE INVESTMENT MAN AGEMENT LIMITED AS MANAGER OF THE MACQUARIE INFRASTRUCTURE TRUST (II) THAT SHA RE STAPLING IN RESPECT OF SHARES OR INTERESTS IN SHARES OF MACQUARIE EUROPEAN INFRASTRUCTURE PLC WILL CEASE TO APPLY AND THAT SHARE STAPLING IN RESPECT OF S HARES OR INTERESTS IN SHARES IN MIBL WILL COMMENCE AS REQUIRED BY THE TERMS OF NEW STAPLING DEED AS DEFINED IN PART 9 OF THE CIRCULAR TO STAPLED SECURITY H OLDERS DATED 28 OCT 2004 - ------------------------------------------------------------------------------------------------------------------------------------ BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM Meeting Date: 12/02/2004 Issuer: T1188A116 ISIN: IT0001334587 BLOCKING SEDOL: 5699544, 5717491, 7128541 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 03 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE TO BUY OWN SHARES TO BE FREE ASSIGNED Management TO BANK S EMPLOYEE STOCK GRANTIN G ; RESOLUTIONS RELATED THERE TO - ------------------------------------------------------------------------------------------------------------------------------------ ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004 Issuer: G3122U129 ISIN: BMG3122U1291 SEDOL: 0478920, 5752674, 6321642 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL STATEMENTS AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS OF THE GROUP FOR THE YE 30 JUN 2004 2. APPROVE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For 3. APPROVE A SPECIAL DIVIDEND FOR THE YE 30 JUN 2004 Management For 4. RE-ELECT THE RETIRING DIRECTORS OF THE COMPANY Management For 5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For OF THE COMPANY TO FIX THEI R REMUNERATION 6. APPROVE TO GRANT GENERAL MANDATE TO THE DIRECTORS Management For OF THE COMPANY TO PURCHASE S HARES OF THE COMPANY 7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against OF THE COMPANY TO ISSUE AN D ALLOT SHARES OF THE COMPANY 8. APPROVE TO EXTEND THE GENERAL MANDATE TO THE Management For DIRECTORS OF THE COMPANY TO ISSUE SHARES OF THE COMPANY BY THE NUMBER OF SHARES REPURCHASED UNDER THE GENERAL M ANDATE GRANTED PURSUANT TO RESOLUTION NO.6 S.9 AMEND THE BYE-LAWS OF THE COMPANY TO BRING THEM Management For IN LINE WITH CERTAIN RECENT CH ANGES TO THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE O F HONG KONG LIMITED AND TO MAKE CERTAIN OTHER CHANGES - ------------------------------------------------------------------------------------------------------------------------------------ ESPRIT HOLDINGS LTD AGM Meeting Date: 12/03/2004 Issuer: G3122U129 ISIN: BMG3122U1291 SEDOL: 0478920, 5752674, 6321642 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 206110 DUE TO CHANGE IN THE A GENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL STATEMENTS AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS OF THE GROUP FOR THE YE 30 JUN 2004 2. APPROVE A FINAL DIVIDEND FOR THE YE 30 JUN 2004 Management For 3. APPROVE A SPECIAL DIVIDEND FOR THE YE 30 JUN 2004 Management For 4.I RE-ELECT MR. JOHN POON CHO MING AS A DIRECTOR Management For 4.II RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For 4.III RE-ELECT MR. SIMON LAI SAU CHEONG AS A DIRECTOR Management For 4.IV RE-ELECT MR. JEROME SQUIRE AS A DIRECTOR Management For 5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For OF THE COMPANY TO FIX THEI R REMUNERATION 6. APPROVE TO GRANT GENERAL MANDATE TO THE DIRECTORS Management For OF THE COMPANY TO PURCHASE S HARES OF THE COMPANY 7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against OF THE COMPANY TO ISSUE AN D ALLOT SHARES OF THE COMPANY 8. APPROVE TO EXTEND THE GENERAL MANDATE TO THE Management For DIRECTORS OF THE COMPANY TO ISSUE SHARES OF THE COMPANY BY THE NUMBER OF SHARES REPURCHASED UNDER THE GENERAL M ANDATE GRANTED PURSUANT TO RESOLUTION NO.6 S.9 AMEND THE BYE-LAWS OF THE COMPANY TO BRING THEM Management For IN LINE WITH CERTAIN RECENT CH ANGES TO THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE O F HONG KONG LIMITED AND TO MAKE CERTAIN OTHER CHANGES - ------------------------------------------------------------------------------------------------------------------------------------ HENDERSON LAND DEVELOPMENT CO LTD AGM Meeting Date: 12/06/2004 Issuer: Y31476107 ISIN: HK0012000102 SEDOL: 5754034, 6420055, 6420538 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For THE ACCOUNTS AND THE REPORTS OF T HE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE RETIRING DIRECTORS AND AUTHORIZE Management For THE BOARD OF DIRECTORS TO FIX TH E DIRECTORS REMUNERATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.A AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For SHARES OF HKD 2.00 EACH IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HO NG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE STOCK EXCHANGE AND THE SECUR ITIES AND FUTURES COMMISSION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES FROM TIME TO TIM E, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPIT AL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF T HE COMPANY IS TO BE HELD BY LAW 5.B AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III) AN ISSUE OF SHARES IN THE COMPANY OR IV) THE EXERCISE OF THE CONVERSION RIGHTS O R V) ANY SCRIP DIVIDEND PURSUANT TO THE ARTICLES OF ASSOCIATION 5.C APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO RESOLUTION 5.B, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 5.A, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE I SSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION 5.D APPROVE THAT THE AUTHORIZED SHARE CAPITAL OF Management For THE COMPANY BE INCREASED FROM HKD 4,000,000,000 TO HKD 5,200,000,000 BY THE CREATION OF 600,000,000 ADDITIONAL NEW ORDINARY SHARES OF HKD 2.00 EACH RANKING IN ALL RESPECTS PARI PASSU WITH T HE EXISTING SHARES IN THE COMPANY S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For A) BY DELETING A DEFINITION IN ARTICLE 2 AND SUBSTITUTING IT WITH NEW ONE; B) BY DELETING SOME WORDS IN AR TICLE 16 AND SUBSTITUTING WITH NEW ONE; C) BY DELETING SOME WORDS IN ARTICLE 4 3 AND SUBSTITUTING WITH NEW ONE; D) BY ADDING SOME WORDS IN ARTICLE 80; E) BY INSERTING NEW ARTICLE 89A IMMEDIATELY AFTER ARTICLE 89; F) BY DELETING SOME WO RDS IN ARTICLE 106(A) AND SUBSTITUTING WITH NEW ONE; G) BY DELETING THE EXISTI NG ARTICLE 107(D) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; H) BY DELET ING THE EXISTING ARTICLE 107(E) IN TIS ENTIRETY AND SUBSTITUTING WITH A NEW ON E; I) BY DELETING THE EXISTING ARTICLE 107(G) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; J) BY DELETING THE EXISTING ARTICLE 107(H) IN ITS ENTIRETY AN D SUBSTITUTING WITH A NEW ONE; K) BY DELETING THE EXISTING ARTICLE 107(I) IN I TS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; L) BY DELETING THE EXISTING ARTIC LE 107(J) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; M) BY DELETING THE EXISTING ARTICLE 107(K) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; N) BY DELETING THE EXISTING ARTICLE 120 IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; O) BY DELETING SOME WORDS IN ARTICLE 122 AND SUBSTITUTING WITH NEW ONE; P) BY DELETING SOME WORDS IN ARTICLE 182(A); Q) BY ADDING A NEW ARTICLE 182(C) IMMEDIATELY AFTER 182(B) - ------------------------------------------------------------------------------------------------------------------------------------ HENDERSON LAND DEVELOPMENT CO LTD AGM Meeting Date: 12/06/2004 Issuer: Y31476107 ISIN: HK0012000102 SEDOL: 5754034, 6420055, 6420538 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 207196 DUE TO CHANGE IN THE A GENDA AND RECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISR EGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For THE ACCOUNTS AND THE REPORTS OF T HE DIRECTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3.a RE-ELECT MR. GORDON KWONG CHE KEUNG AS A DIRECTOR Management For 3.b RE-ELECT MR. ALEX WU SHU CHIH AS A DIRECTOR Management For 3.c RE-ELECT MR. KO PING KEUNG AS A DIRECTOR Management For 3.d RE-ELECT MR. LEE SHAU KEE AS A DIRECTOR Management For 3.e RE-ELECT MR. FUNG LEE WOON KING AS A DIRECTOR Management For 3.f RE-ELECT MR. LO TAK SHING AS A DIRECTOR Management For 3.g RE-ELECT MR. PO-SHING WOO AS A DIRECTOR Management For 3.h RE-ELECT MR. LEUNG HAY MAN AS A DIRECTOR Management For 3.i RE-ELECT MR. LI NING AS A DIRECTOR Management For 3.j AUTHORIZE THE BOARD TO FIX DIRECTORS REMUNERATION Management For 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.a AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management For SHARES OF HKD 2.00 EACH IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HO NG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE STOCK EXCHANGE AND THE SECUR ITIES AND FUTURES COMMISSION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES FROM TIME TO TIM E, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPIT AL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF T HE COMPANY IS TO BE HELD BY LAW 5.b AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For WITH ADDITIONAL SHARES OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III) AN ISSUE OF SHARES IN THE COMPANY OR IV) THE EXERCISE OF THE CONVERSION RIGHTS O R V) ANY SCRIP DIVIDEND PURSUANT TO THE ARTICLES OF ASSOCIATION 5.c APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO RESOLUTION 5.B, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 5.A, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE I SSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION 5.d APPROVE THAT THE AUTHORIZED SHARE CAPITAL OF Management For THE COMPANY BE INCREASED FROM HKD 4,000,000,000 TO HKD 5,200,000,000 BY THE CREATION OF 600,000,000 ADDITIONAL NEW ORDINARY SHARES OF HKD 2.00 EACH RANKING IN ALL RESPECTS PARI PASSU WITH T HE EXISTING SHARES IN THE COMPANY S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For A) BY DELETING A DEFINITION IN ARTICLE 2 AND SUBSTITUTING IT WITH NEW ONE; B) BY DELETING SOME WORDS IN AR TICLE 16 AND SUBSTITUTING WITH NEW ONE; C) BY DELETING SOME WORDS IN ARTICLE 4 3 AND SUBSTITUTING WITH NEW ONE; D) BY ADDING SOME WORDS IN ARTICLE 80; E) BY INSERTING NEW ARTICLE 89A IMMEDIATELY AFTER ARTICLE 89; F) BY DELETING SOME WO RDS IN ARTICLE 106(A) AND SUBSTITUTING WITH NEW ONE; G) BY DELETING THE EXISTI NG ARTICLE 107(D) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; H) BY DELET ING THE EXISTING ARTICLE 107(E) IN TIS ENTIRETY AND SUBSTITUTING WITH A NEW ON E; I) BY DELETING THE EXISTING ARTICLE 107(G) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; J) BY DELETING THE EXISTING ARTICLE 107(H) IN ITS ENTIRETY AN D SUBSTITUTING WITH A NEW ONE; K) BY DELETING THE EXISTING ARTICLE 107(I) IN I TS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; L) BY DELETING THE EXISTING ARTIC LE 107(J) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; M) BY DELETING THE EXISTING ARTICLE 107(K) IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; N) BY DELETING THE EXISTING ARTICLE 120 IN ITS ENTIRETY AND SUBSTITUTING WITH A NEW ONE; O) BY DELETING SOME WORDS IN ARTICLE 122 AND SUBSTITUTING WITH NEW ONE; P) BY DELETING SOME WORDS IN ARTICLE 182(A); Q) BY ADDING A NEW ARTICLE 182(C) IMMEDIATELY AFTER 182(B) - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE PRESS HOLDINGS LTD AGM Meeting Date: 12/06/2004 Issuer: Y7990F106 ISIN: SG1P66918738 SEDOL: B012899, B037803 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For ACCOUNTS FOR THE FYE 31 AU G 2004 2. DECLARE A FINAL DIVIDEND OF 10 CENTS, AND A SPECIAL Management For DIVIDEND OF 11.25 CENTS, P ER SGD 0.20 SHARE LESS INCOME TAX IN RESPECT OF THE FYE 31 AUG 2004 3.i RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT, CHAPTER 50, MR. L IM CHIN BENG AS A DIRECTOR OF THE COMPANY UNTIL THE CONCLUSION NEXT AGM OF THE COMPANY 3.ii RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT, CHAPTER 50, MR. L EE EK TIENG AS A DIRECTOR OF THE COMPANY UNTIL THE CONCLUSION NEXT AGM OF THE COMPANY 4.i RE-ELECT MR. CHEONG CHOONG KONG AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION 4.ii RE-ELECT MR. YEO NING HONG AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE C OMPANY S ARTICLES OF ASSOCIATION 4.iii RE-ELECT MR. CHAM TAO SOON AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE C OMPANY S ARTICLES OF ASSOCIATION 4.iv RE-ELECT MR. WILLIE CHENG JUE HIANG AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE W ITH THE COMPANY S ARTICLES OF ASSOCIATION 5. APPROVE THE DIRECTORS FEES OF SGD 787,500 Management For 6. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 7. TRANSACT ANY OTHER BUSINESS Other Against 8.i AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 161 OF THE COMPANI ES ACT, CHAPTER 50 AND THE LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED THE SGX-ST AND SUBJECT TO THE PROVISIONS OF THE NEWSPAPER AN D PRINTING PRESSES ACT, CHAPTER 206, TO ISSUE SHARES IN THE CAPITAL OF THE COM PANY SHARES BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT OFFERS , AGREEMENTS OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT MIGHT OR WOULD REQUIR E SHARES TO BE ISSUED INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIB LE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PU RPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION D EEM FIT, AND ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY TH E DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED THAT: I) THE AGGREGAT E NUMBER OF SHARES TO BE ISSUED SHALL NOT EXCEED 50% OF THE ISSUED SHARE CAPIT AL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20 % OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AND II) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SGX-ST THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE COMPANY S ISSUED SHARE CAPITAL AT THE TIME OF PA SSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE CONVE RSION OF CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WH ICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED AND AN Y SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; AND IN EXERCISING THE AUT HORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISI ONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE AND THE AR TICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES TH E EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 8.ii AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE PRESS HOLDINGS GROUP (1999) SHARE OPTION SCHEME THE 1 999 SCHEME AND TO ALLOT AND ISSUE SUCH SHARES AS MAY BE ISSUED PURSUANT TO TH E EXERCISE OF OPTIONS UNDER THE 1999 SCHEME, PROVIDED ALWAYS THAT THE AGGREGAT E NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME SHALL NOT EXCEED 1 2% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FOR THE TIME TO TIME 8.iii AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50, TO PURCHASE OR OTHERWISE ACQUIRE ISSUED O RDINARY SHARES OF SGD 0.20 EACH FULLY PAID IN THE CAPITAL OF THE COMPANY ORDI NARY SHARES , THROUGH MARKET PURCHASES ON THE SGX-ST TRANSACTED THROUGH THE CE NTRAL LIMIT ORDER BOOK TRADING SYSTEM, AND/OR OFF-MARKET PURCHASES IN ACCORDAN CE WITH ANY EQUAL ACCESS SCHEME(S), AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND REGULATIONS AND RULES OF THE SGX-ST AS MAY FOR THE TIME BEING BE APP LICABLE, NOT EXCEEDING IN AGGREGATE THE PRESCRIBED LIMIT AT SUCH PRICE OR PRIC ES AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME AND TIME UP TO 105% OF THE AVERAGE CLOSING PRICE OF THE SHARES ON THE SGX-ST ON THE PREVIOUS 5 TRADING DA YS, AND AUTHORIZE THE DIRECTORS AND/OR ANY OF THEM TO DO ALL SUCH ACTS AND THI NGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMP LATED AND/OR AUTHORIZED BY THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQU IRED BY THE LAW - ------------------------------------------------------------------------------------------------------------------------------------ ABN AMRO HOLDING NV OGM Meeting Date: 12/07/2004 Issuer: N0030P459 ISIN: NL0000301109 BLOCKING SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. RECEIVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2003/2004 3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management AND PROFIT APPROPRIATION 4. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 5. ANY OTHER BUSINESS Other 6. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ NEW WORLD DEVELOPMENT CO LTD AGM Meeting Date: 12/07/2004 Issuer: Y63084126 ISIN: HK0017000149 SEDOL: 5559057, 6633756, 6633767 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE AND ADOPT THE AUDITED STATEMENT OF ACCOUNTS Management Against AND THE REPORT OF THE DIRE CTORS AND THE AUDITORS FOR THE YE 30 JUN 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 4. RE-APPOINT THE JOINT AUDITORS AND AUTHORIZE THE Management For DIRECTORS TO FIX THEIR REMUNER ATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES OF HKD 1.00 EACH I N THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE C OMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, S UBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH AL L APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARL IER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 6. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 57B OF THE COMPANIES ORDINANCE, T O ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OF HKD 1.00 EACH IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS INCLUDING BO NDS, WARRANTS AND DEBENTURES CONVERTIBLE INTO SHARES OF THE COMPANY DURING AN D AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A R IGHTS ISSUE; OR II) AN ISSUE OF SHARES AS SCRIP DIVIDENDS PURSUANT TO THE ARTI CLES OF THE ASSOCIATION OF THE COMPANY FROM TIME TO TIME; OR III) AN ISSUE OF SHARES UNDER ANY OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE TIME BEING ADOPT ED FOR THE GRANT OR ISSUE TO THE EMPLOYEES OF THE COMPANY AND/OR ANY OF ITS SU BSIDIARIES OF SHARES OR RIGHTS TO ACQUIRE SHARES OF THE COMPANY; OR IV) AN ISS UE OF SHARES UPON CONVERSION BY THE BONDHOLDERS OF THEIR BONDS INTO SHARES OF THE COMPANY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF AN ISSUE OF CONVERT IBLE GUARANTEED BONDS BY A SPECIAL PURPOSE SUBSIDIARY WHOLLY OWNED BY THE COMP ANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE C OMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTIONS Management For 5 AND 6, TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH THE SHARES PURS UANT TO RESOLUTION 6, BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT O F THE SHARE CAPITAL REPURCHASED PURSUANT TO RESOLUTION 5, PROVIDED THAT SUCH A MOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION S.8 AMEND ARTICLE 2, 6, 16, 20, 27, 37, 40, 43, 44, Management For 70, 71, 74, 77, 84, 91(B), 95, 101(A), 102(H), 102(I), 102(J), 102(K), 102(L), 107, 109, 161, 172, 183(A) AN D 184 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ UNIBAIL HOLDING OGM Meeting Date: 12/07/2004 Issuer: F95094110 ISIN: FR0000124711 BLOCKING SEDOL: 4911346, 7076242 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 15 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE SPECIAL DISTRIBUTION OF EUR 23.00 Management PER SHARE, REPRESENTING A MAXIMU M AMOUNT OF EUR 1,049,866,763.00, WITHDRAWN FROM THE RESERVES ACCOUNT, AS: (-) EUR 406,208,717.00 FROM THE FREE RESERVE ACCOUNT; (-) EUR 363,228,195.00 FROM THE SHARE PREMIUM ACCOUNT; (-) EUR 130,251,006.00 FROM THE ISSUE PREMIUM ACCO UNT; (-) FOR THE BALANCE, A MAXIMUM OF EUR 150,178,845.00 FROM THE ISSUE PREMI UM ACCOUNT 2. APPROVE, THE SPECIAL DISTRIBUTION WILL BE CARRIED Management OUT BY CASH AND PAID ON 07 J AN 2005 TO THE PROFIT OF ANY HOLDER OF 1 OR SEVERAL SHARE(S) MAKING UP THE COM PANY S CAPITAL ON THE DAY OF THE PRESENT MEETING 3. APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management A COPY OR AN EXTRACT OF THE MINUT ES OF THE PRESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND THE PUBLICATIONS WHI CH ARE PRESCRIBED BY LAW * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ CENTRO PROPERTIES GROUP OGM Meeting Date: 12/08/2004 Issuer: Q2226X103 ISIN: AU000000CNP0 SEDOL: 6037745, B038130 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 RATIFY, FOR THE PURPOSES OF THE ASX LISTING RULES Management For 7.1 AND 7.4 AND THE CONSTITU TIONS OF THE COMPANY AND OF THE TRUST AND THE CORPORATIONS ACT 2001, THE ISSUE OF 43,103,450 STAPLED SECURITIES AT AUD 4.64 PER STAPLED SECURITY ON 21 OCT 2 004 * PLEASE NOTE THAT ANY VOTES CAST BY THE PERSONS Non-Voting Non-Vote Proposal WHO PARTICIPATED IN THE ABOVE I SSUE OF THE SHARES AND ANY ASSOCIATES OF THEM ON THE ABOVE RESOLUTION WILL BE DISREGARDED. THANK YOU. * PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ INTRACOM SA OGM Meeting Date: 12/09/2004 Issuer: X3967R125 ISIN: GRS087103008 BLOCKING SEDOL: 5482023, 5541173 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE COMPANY S SHARE CAPITAL DECREASE Management WITH SHARE PAR VALUE DECREASE, IN ORDER TO DISTRIBUTE EQUALLY TO THE SHAREHOLDERS A RETURN OF CAPITAL IN CASH; CORRESPONDING AMENDMENT OF ARTICLE 5 OF THE COMPANY S STATUTE, REGARDING THE S HARE CAPITAL; GRANTING OF THE NECESSARY AUTHORIZATIONS TO THE COMPANY S BOARD OF DIRECTORS REGARDING THE RETURN OF CAPITAL IN CASH TO THE SHAREHOLDERS, AS D ERIVED FROM THE SHARE CAPITAL DECREASE, ITS EX DATE, AS WELL AS THE PAYMENT DA TE OF THE CAPITAL RETURN 2. APPROVE THE EXPANSION OF THE COMPANY S ACTIVITIES Management AND CORRESPONDING AMENDMENT OF ARTICLE 3 OF THE COMPANY STATUTE, REGARDING THE OBJECTIVE * PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ SUN HUNG KAI PROPERTIES LTD AGM Meeting Date: 12/09/2004 Issuer: Y82594121 ISIN: HK0016000132 SEDOL: 5724394, 6859927 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For AND THE AUDITED ACCOUNTS FOR T HE YE 30 JUN 2003 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES OF THE COMPANY DUR ING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTH ER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTE D AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCH ASES FOR SUCH PURPOSES, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF T HE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITH IN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS, O PTIONS AND WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY PLUS THE NOMINAL AMOUNT OF SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION, OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III) ANY SC RIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CON CLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWERS Management For OF THE COMPANY REFERRED TO IN R ESOLUTION 6 IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY REFERRED TO IN RESO LUTION 6 OF SUCH RESOLUTION S.8 ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For TO THE EXCLUSION OF AND IN SU BSTITUTION FOR ALL THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY 9. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ CORIO NV EGM Meeting Date: 12/10/2004 Issuer: N2273C104 ISIN: NL0000288967 BLOCKING SEDOL: 4925110, 4929286 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management BOARD 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 4. APPROVE THE REMUNERATION POLICY MEMBERS MANAGEMENT Management BOARD INCLUDED ASSIGNMENT SUPERVISORY BOARD AS REPRESENTATIVE OF THE COMPANY 5. AMEND THE ARTICLES OF ASSOCIATION INCLUDED AUTHORIZATION Management FOR PASS BY THE DOCU MENT 6.a RE-APPOINT MR. B. VOS AS A MEMBER OF THE SUPERVISORY Management BOARD 6.b RE-APPOINT MR. W. BORGDORFF AS A MEMBER OF THE Management SUPERVISORY BOARD 6.c APPOINT MR. J.D. DOETS AS A MEMBER OF THE SUPERVISORY Management BOARD 6.d APPOINT MR. D.C. DOIJER AS A MEMBER OF THE SUPERVISORY Management BOARD 7. QUESTIONS Management 8. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ INTERCONTINENTAL HOTELS GROUP PLC, LONDON EGM Meeting Date: 12/10/2004 Issuer: G4803W103 ISIN: GB0032612805 SEDOL: 3261280, 7580840 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT, SUBJECT TO AND CONDITIONAL UPON Management For ADMISSION OF THE NEW ORDINARY SH ARES TO THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AND TO TRADI NG ON THE LONDON STOCK EXCHANGE, ALL THE ORDINARY SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY WHETHER ISSUED OR UNISSUED SHALL BE SUB-DIVIDED INTO NE W ORDINARY SHARES OF 4 PENCE EACH IN THE CAPITAL OF THE COMPANY INTERMEDIATE SHARES ; AND ALL THE INTERMEDIATE SHARES THAT ARE UNISSUED SHALL BE CONSOLIDAT ED INTO NEW ORDINARY SHARES OF 112 PENCE EACH IN THE CAPITAL OF THE COMPANY U NISSUED NEW ORDINARY SHARES , WHERE SUCH CONSOLIDATED WOULD RESULT IN A FRACTI ON OF AN UNISSUED ORDINARY SHARE, THAT NUMBER OF THE INTERMEDIATE SHARES WHICH WOULD CONSTITUTE SUCH FRACTION SHALL BE CANCELLED PURSUANT TO SECTION 121(2)( E) OF THE COMPANIES ACT 1985; AND ALL THE INTERMEDIATE SHARES THAT ARE IN ISSU E SHALL BE CONSOLIDATED INTO NEW ORDINARY SHARES OF 112 PENCE EACH IN THE CAPI TAL OF THE COMPANY NEW ORDINARY SHARES , WHERE SUCH CONSOLIDATION RESULTS IN ANY MEMBER BEING ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE AND SUCH FRACT ION SHALL BE AGGREGATED WITH THE FRACTIONS OF A NEW ORDINARY SHARES TO WHICH O THER MEMBERS OF THE COMPANY; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO SEL L ON BEHALF OF THE RELEVANT MEMBERS, ALL THE NEW ORDINARY SHARES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE REASONABLY OBTAIN BY ANY PERSON AND TO DISTRI BUTE THE PROCEEDS OF SALE NET OF EXPENSES IN DUE PROPORTION AMONG THE RELEVA NT MEMBERS; AND AUTHORIZE ANY DIRECTOR OF THE COMPANY TO EXECUTE AN INSTRUMENT OF TRANSFER IN RESPECT OF SUCH SHARES ON BEHALF OF THE RELEVANT MEMBERS AND T O DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO EFFECT THE TR ANSFER OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE DIRECTIONS OF ANY BUYER OF ANY SUCH SHARES S.2 AUTHORIZE THE COMPANY, SUBJECT TO THE PASSING Management For OF RESOLUTION 1, AND FOR THE PUR POSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTI ON 163 OF THE COMPANIES ACT 1985 OF NEW ORDINARY SHARES UP TO 93,189,655, AT A MINIMUM PRICE WHICH MAY BE PAID IS THE NOMINAL VALUE OF SUCH SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPA NY OR 10 MAR 2006 , AND BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORD INARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ AUTOSTRADE SPA, ROMA OGM Meeting Date: 12/14/2004 Issuer: T0708B109 ISIN: IT0003506190 BLOCKING SEDOL: 7667163, B06LKR3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 15 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPOINT A DIRECTOR Management 2. APPROVE TO INCREASE INTERNAL AUDITORS NUMBER Management - ------------------------------------------------------------------------------------------------------------------------------------ CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD SGM Meeting Date: 12/14/2004 Issuer: G2098R102 ISIN: BMG2098R1025 SEDOL: 5558991, 6212553, B02TC75 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ i. APPROVE THE BLACKWATER ACQUISITION AS SPECIFIED, Management For CIRCU1AR ON THE TERMS AND S UBJECT TO THE CONDITIONS OF THE BLACKWATER ACQUISITION AGREEMENT AND THE GAS N ETWORK SHAREHOLDERS AGREEMENT; AND AUTHORIZE THE ANY ONE EXECUTIVE DIRECTOR OF THE COMPANY TO EXECUTE ALL AND DOCUMENTS AND IF NECESSARY APPLY THE COMMON SE AL OF THE COMPANY THERETO AND DO ALL SUCH ACTS MATTERS AND THINGS AS HE/SHE MA Y IN HIS/HER DISCRETION CONSIDER NECESSARY OR DESIRABLE ON BEHALF OF THE COMPA NY FOR THE PURPOSE OF IMPLEMENTING, AND OTHERWISE IN CONNECTION WITH, THE BLAC KWATER ACQUISITION OR THE IMPLEMENTATION, EXERCISE OR ENFORCEMENT OF ANY OF RI GHTS, AND PERFORMANCE OF ANY OF THE OBLIGATIONS, UNDER THE BLACKWATER ACQUISIT ION AGREEMENT AND/OR THE GAS NETWORK SHAREHOLDERS AGREEMENT INCLUDING, (I) EXE RCISING, OR PROCURING THE EXERCISE OF, THE OPTION TO REQUIRE TRANSCO TO SELL T O GAS NETWORK THE BLACKWATER SHARES IN ACCORDANCE WITH THE BLACKWATER ACQUISIT ION AGREEMENT AND DOING ALL SUCH ACTS AND EXECUTING ALL SUCH DOCUMENTS AS MAY BE NECESSARY IN CONNECTION THEREWITH; AND (II) AGREEING ANY MODIFICATIONS, AME NDMENTS, WAIVERS, VARIATIONS OR EXTENSIONS OF THE BLACKWATER ACQUISITION AGREE MENT AND/OR THE GAS NETWORK SHAREHOLDERS AGREEMENT AS THE DIRECTOR MAY DEEM FI T ii. APPROVE, SUBJECT TO THE APPROVAL OF THE HEH INDEPENDENT Management For SHAREHOLDERS AT THE HE H EGM AS SPECIFIED, CIRCU1AR OF THE ALPHA DISPOSAL AGREEMENT, THE ALPHA DISP OSAL ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE ALPHA DISPOSAL AGREEMEN T, AS SPECIFIED; AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR OF THE COMPANY TO EX ECUTE ALL SUCH DOCUMENTS AND IF NECESSARY APPLY THE COMMON SEAL OF THE COMPANY THERETO AND DO ALL SUCH ACTS, MATTERS AND THINGS AS HE/SHE MAY IN HIS/HER DIS CRETION CONSIDER NECESSARY OR DESIRABLE ON BEHALF OF THE COMPANY FOR THE PURPO SE OF IMPLEMENTING AND OTHERWISE IN CONNECTION WITH, THE ALPHA DISPOSAL OR THE IMPLEMENTATION, EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS, AND PERFORMANCE OF ANY OF THE OBLIGATIONS, UNDER THE ALPHA DISPOSAL AGREEMENT INCLUDING AGREE ING ANY MODIFICATIONS, AMENDMENTS, WAIVERS, VARIATIONS OR EXTENSIONS OF THE AL PHA DISPOSAL AGREEMENT AS SUCH DIRECTOR MAY DEEM FIT iii. APPROVE THE 9.9% DISPOSAL ON THE TERMS AND SUBJECT Management For TO THE CONDITIONS OF THE 9. 9% DISPOSAL AGREEMENT AS SPECIFIED; AND AUTHORIZE ANY ONE EXECUTIVE DIRECTOR O F THE COMPANY TO EXECUTE ALL SUCH DOCUMENTS AND IF NECESSARY APPLY THE COMMON SEAL OF THE COMPANY THERETO AND DO ALL SUCH ACTS MATTERS AND THINGS AS HE/SHE MAY IN HIS/HER DISCRETION CONSIDER NECESSARY OR DESIRABLE ON BEHALF OF THE COM PANY FOR THE PURPOSE OF IMPLEMENTING, AND OTHERWISE IN CONNECTION WITH, THE 99 % DISPOSAL OR THE IMPLEMENTATION EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS, AND PERFORMANCE OF ANY OF THE OBLIGATIONS, UNDER THE 99% DISPOSAL AGREEMENT I NCLUDING AGREEING ANY MODIFICATIONS, AMENDMENTS, WAIVERS, VARIATIONS OR EXTENS IONS OF THE 9.9%DISPOSAL AGREEMENT AS SUCH DIRECTOR MAY DEEM FIT - ------------------------------------------------------------------------------------------------------------------------------------ HONGKONG ELECTRIC HOLDINGS LTD EGM Meeting Date: 12/14/2004 Issuer: Y33549117 ISIN: HK0006000050 SEDOL: 5559121, 6435327 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ACQUISITION OF THE ENTIRE ISSUED Management For SHARE CAPITAL OF THE ALPHA CENTRA L PROFITS LIMITED ALPHA ACQUISITION ON THE TERMS AND CONDITIONS OF THE AGREE MENT BETWEEN THE COMPANY AND CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED ALPH A ACQUISITION AGREEMENT AS SPECIFIED, AND THE COMPANY ENTERING INTO CERTAIN A SSOCIATED TRANSACTIONS ANCILLARY TRANSACTIONS AS SPECIFIED AND THE IMPLEMENT ATION, EXERCISE OR ENFORCEMENT OF ANY RIGHTS AND PERFORMANCE OF ANY OF THE OBL IGATIONS UNDER THE ALPHA ACQUISITION AGREEMENT AND/OR ANCILLARY TRANSACTIONS I NCLUDING ENTERING INTO AND/OR PERFORMING ANY AGREEMENT, UNDERTAKING OR OTHER O BLIGATION ASSOCIATED WITH THEM; AND AUTHORIZE ANY TWO EXECUTIVE DIRECTORS TO E XECUTE ALL SUCH DOCUMENTS AND DEEDS AND TO DO ALL SUCH ACTS, MATTERS AND THING S AS THEY MAY IN THEIR DISCRETION CONSIDER NECESSARY OR DESIRABLE ON BEHALF OF THE COMPANY FOR THE PURPOSE OF IMPLEMENTING AND OTHERWISE IN CONNECTION WITH THE ALPHA ACQUISITION AND THE ANCILLARY TRANSACTIONS OR THE IMPLEMENTATION, EX ERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS AND PERFORMANCE OF ANY OF THE OBLIG ATIONS, UNDER THE ALPHA ACQUISITION AGREEMENT AND/OR ANY DEED, DOCUMENT, UNDER TAKING OR OBLIGATION ENTERED INTO OR ASSOCIATED WITH THE ALPHA ACQUISITION AND /OR THE ANCILLARY TRANSACTIONS INCLUDING AGREEING ANY MODIFICATIONS, AMENDMENT S, WAIVERS, VARIATIONS OR EXTENSIONS OF THE ALPHA ACQUISITION AGREEMENT AND/OR ANY DEED, DOCUMENT, UNDERTAKING OR OBLIGATION ENTERED INTO OR ASSOCIATED WITH THE ALPHA ACQUISITION AND/OR THE ANCILLARY TRANSACTIONS, AS THE DIRECTORS MAY DEEM FIT - ------------------------------------------------------------------------------------------------------------------------------------ WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) EGM Meeting Date: 12/14/2004 Issuer: G94697102 ISIN: IE0009420385 SEDOL: 0942038, 4942636, 5938195 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE POTENTIAL INCREASE UP TO 57.63% IN Management For THE PERCENTAGE OF THE ISSUED SH ARE CAPITAL OF THE COMPANY OWNED OR CONTROLLED BY THE CONCERT PARTY, WITHOUT T RIGGERING AN OBLIGATION ON THE CONCERT PARTY OR ON ONE OR MORE OF THE MEMBERS OF THE CONCERT PARTY AS THE IRISH TAKEOVER PANEL MAY DIRECT UNDER THE IRISH TAKEOVER RULES TO MAKE A GENERAL OFFER FOR THE BALANCE OF THE ISSUED SHARE CAP ITAL OF THE COMPANY 2. APPROVE, PURSUANT TO THE PROVISIONS OF THE COMPANIES Management For ACTS 1963 TO 2003, TO INC REASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM EUR 120,000,000 DIVIDED INTO 2,000,000,000 ORDINARY SHARES OF EUR 0.06 EACH TO EUR 210,000,000 DIVIDE D INTO 3,500,000,000 ORDINARY SHARES OF EUR 0.06 EACH 3. AMEND, SUBJECT TO THE APPROVAL OF RESOLUTION Management For 2, THE ARTICLE 6 OF THE ARTICLES OF ASSOCIATION BE DELETED AND REPLACE BY: AUTHORIZE THE DIRECTORS FOR THE PURP OSES OF SECTION 20 OF THE 1983 ACT, TO ALLOT AND ISSUE RELEVANT SECURITIES SE CTION 20 UP TO AN AMOUNT EQUAL TO THE AUTHORIZED BUT UNISSUED SHARE CAPITAL O F THE COMPANY AS AT THE CLOSE OF BUSINESS OF 14 DEC 2004 AND TO ALLOT AND ISSU E ANY SHARES PURCHASED BY THE COMPANY PURSUANT TO THE PROVISIONS OF THE 1990 A CT AND HELD AS TREASURY SHARES; AUTHORITY EXPIRES ON 13 DEC 2009 S.4 AMEND, SUBJECT TO THE APPROVAL OF RESOLUTIONS Management For 2 AND 3, THE PARAGRAPH 7(B) OF T HE ARTICLES OF ASSOCIATION OF THE COMPANY BE DELETED AND REPLACE BY: THE ALLOT MENT OF EQUITY SECURITIES INCLUDING WITHOUT LIMITATION, ANY SHARES PURCHASED BY THE COMPANY PURSUANT TO THE PROVISIONS OF THE 1990 ACT AND HELD AS TREASURY SHARES UP TO A MAXIMUM AGGREGATE NOMINAL VALUE OF 5% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINESS ON WHICH ANY RENEWAL OF THIS AUTHORITY SHALL BE GRANTED OR IN RESPECT OF THE PERIOD BETWEEN 14 DEC 200 4 AND THE DATE OF THE COMPANIES AGM IN 2005 UP TO THE MAXIMUM NOMINAL VALUE OF 5% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINE SS ON THE DATE OF ALLOTMENT OF ORDINARY SHARES PURSUANT TO THE RIGHTS ISSUE AS SPECIFIED; AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION 24 OF THE COMPANIES A CT 1983, TO ALLOT AND ISSUE SECURITIES OF THE COMPANY REFERRED TO IN ARTICLE 7 OF THE ARTICLES OF ASSOCIATION INCLUDING FOR THE AVOIDANCE OF DOUBT, ANY SEC URITIES THAT MAY BE ALLOTTED PURSUANT TO THE AUTHORITY IN ARTICLE 6 OF SUCH AR TICLES ON AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT THEREIN; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 13 MAR 2006 * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ LION NATHAN LTD AGM Meeting Date: 12/15/2004 Issuer: Q5585K109 ISIN: AU000000LNN6 SEDOL: 5412064, 6518950, 6538215 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal COMPANY AND ITS CONTROLLED ENT ITIES FOR THE YE 30 SEP 2004, AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR OF THE COMPANY 2.a RE-ELECT MR. NAOMICHI ASANO AS A NON-EXECUTIVE Management For DIRECTOR OF THE COMPANY, WHO RE TIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTION 2.b ELECT MR. ANDREW MAXWELL REEVES AS A EXECUTIVE Management For DIRECTOR OF THE COMPANY 2.c RE-ELECT MR. GEOFFREY THOMAS RICKETTS AS A NON-EXECUTIVE Management For DIRECTOR OF THE COMPA NY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTIO N 2.d ELECT MR. MR. GAVIN RONALD WALKER AS A NON-EXECUTIVE Management For DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 10.3 OF THE CONSTITUTION 3. APPROVE THAT FOR ALL PURPOSES INCLUDING ASX LISTING Management For RULE 10.14 FOR: A) PARTICI PATION IN THE COMPANY S ACHIEVEMENTS RIGHTS PLAN BY MR. MURRAY, EXECUTIVE DIRE CTOR AND CHIEF EXECUTIVE DIRECTOR OF THE COMPANY; B) THE ACQUISITION ACCORDING LY BY MR. MURRAY OF ACHIEVEMENT RIGHTS AND IN CONSEQUENCE OF THE EXERCISE OF T HOSE ACHIEVEMENT RIGHTS, OF ORDINARY SHARES IN THE COMPANY; AND C) THE PROVISI ON OF BENEFITS TO MR. MURRAY UNDER THE ACHIEVEMENT RIGHTS PLAN; IN ACCORDANCE WITH PLAN RULES AS SPECIFIED 4. APPROVE THAT FOR ALL PURPOSES INCLUDING ASX LISTING Management For RULE 10.14 FOR: A) PARTICI PATION IN THE COMPANY S ACHIEVEMENTS RIGHTS PLAN BY MR. REEVES AND EXECUTIVE D IRECTOR OF THE COMPANY AND THE MANAGING DIRECTOR - LION NATHAN AUSTRALIA; B) T HE ACQUISITION ACCORDINGLY BY MR. REEVES OF ACHIEVEMENT RIGHTS AND IN CONSEQUE NCE OF THE EXERCISE OF THOSE ACHIEVEMENT RIGHTS, OF ORDINARY SHARES IN THE COM PANY; AND C) THE PROVISION OF BENEFITS TO MR. REEVES UNDER THE ACHIEVEMENT RIG HTS PLAN; IN ACCORDANCE WITH PLAN RULES AS SPECIFIED * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION ITEMS 3 AND 4 BY: A) A DIRECTOR OF THE COMPANY; OR B) AN ASSOCIATE OF THAT DIRECTOR - ------------------------------------------------------------------------------------------------------------------------------------ NIDEC CORP EGM Meeting Date: 12/15/2004 Issuer: J52968104 ISIN: JP3734800000 SEDOL: 6640682 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE SHARE EXCHANGE ACQUISITION OF NIDEC-KYORI Management For CORP. - ------------------------------------------------------------------------------------------------------------------------------------ ORICA LIMITED AGM Meeting Date: 12/15/2004 Issuer: Q7160T109 ISIN: AU000000ORI1 SEDOL: 5699072, 6458001, 99PCSR8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal DIRECTORS REPORT AND THE AUDITO R S REPORT FOR THE YE 30 SEP 2004 2.1 RE-ELECT MR. DONALD MERCER AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANC E WITH RULE 58.1 OF THE COMPANY S CONSTITUTION 2.2 RE-ELECT MR. PETER DUNCAN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH RULE 58.1 OF THE COMPANY S CONSTITUTION 2.3 ELECT MR. GARRY HOUNSELL AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH RULE 47 OF THE COMPANY S CONSTITUTION S.3.1 APPROVE TO REINSERT THE PROPORTIONAL TAKEOVER Management For PROVISION CONTAINED IN RULE 86 O F THE COMPANY S CONSTITUTION IN THE CONSTITUTION FOR 3 YEARS FROM THE DATE OF THIS MEETING S.3.2 AMEND THE COMPANY S CONSTITUTION BY: A) DELETING Management For RULE 56.1(F); B) INSERTING A NEW RULE 3A; C) DELETING RULE 42.1 AND SUBSTITUTING IN ITS PLACE RULE 78; D) D ELETING RULE 78 AND SUBSTITUTING IN ITS PLACE RULE 78; AND E) DELETING RULE 85 AND SUBSTITUTING IN ITS PLACE RULE 85 * PLEASE NOTE THAT THE COMPANY WILL DISREGARD ANY Non-Voting Non-Vote Proposal VOTES CAST ON RESOLUTION 4 BY MR. BROOMHEAD AND ANY ASSOCIATE OF THE MANAGING DIRECTOR 4. APPROVE TO RELEASE 500,000 SHARES HELD BY THE Management For MANAGING DIRECTOR, MR. M. BROOMH EAD, UNDER THE SENIOR EXECUTIVE SHARE LOAN PLAN ON 16 DEC 2004 AND 500,000 SHA RES ON 06 SEP 2005 ON THE SPECIFIED TERMS - ------------------------------------------------------------------------------------------------------------------------------------ WESTPAC BANKING CORP AGM Meeting Date: 12/16/2004 Issuer: Q97417101 ISIN: AU000000WBC1 SEDOL: 0957258, 5412183, 6076146, 6956527, 6957393 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Management REPORT AND THE AUDIT REPOR T OF THE COMPANY FOR THE YE 30 SEP 2004 2.a RE-ELECT MR. EDWARD ALFRED EVANS AS A DIRECTOR Management OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE 9.2 AND 9.3 OF THE CONSTITUTION 2.b ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management OF THE COMPANY, PURSUANT TO ART ICLE 9.7 OF THE CONSTITUTION - ------------------------------------------------------------------------------------------------------------------------------------ WESTPAC BANKING CORP AGM Meeting Date: 12/16/2004 Issuer: Q97417101 ISIN: AU000000WBC1 SEDOL: 0957258, 5412183, 6076146, 6956527, 6957393 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal REPORT AND THE AUDIT REPOR T OF THE COMPANY FOR THE YE 30 SEP 2004 2.a RE-ELECT MR. EDWARD ALFRED EVANS AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE 9.2 AND 9.3 OF THE CONSTITUTION 2.b ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management For OF THE COMPANY, PURSUANT TO ART ICLE 9.7 OF THE CONSTITUTION * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 200639 DUE TO CHANGE IN THE V OTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED A ND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ ZODIAC SA, ISSY LES MOULINEAUX MIX Meeting Date: 12/16/2004 Issuer: F98947108 ISIN: FR0000125684 BLOCKING SEDOL: 4994693, 5851861, 7294334 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ O.1 RECEIVE THE EXECUTIVE COMMITTEE REPORT, THE SUPERVISORY Management BOARD AND THE AUDITORS REPORT AND APPROVE THE ACCOUNTS FOR THE FYE 31 AUG 2004, AS PRESENTED TO IT C ONSEQUENTLY, AND GIVE PERMANENT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMM ITTEE AND OF THE SUPERVISORY BOARD FOR THE COMPLETION OF THEIR ASSIGNMENT FOR THE CURRENT YEAR O.2 RECEIVE THE EXECUTIVE COMMITTEE, THE SUPERVISORY Management BOARD AND THE AUDITORS REPOR TS AND APPROVE THE CONSOLIDATED ACCOUNTS FOR THE FYE 31 AUG 2004, AS PRESENTED TO IT, SHOWING AN INCOME BEFORE DEPRECIATION OF EUR 124,489,000.00 AND A NET PROFIT OF EUR 98,510,000.00 CONSEQUENTLY, AND GIVE PERMANENT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE COMMITTEE, OF THE SUPERVISORY BOARD AND TO THE AUDITO RS FOR THE COMPLETION OF THEIR ASSIGNMENT FOR THE CURRENT YEAR O.3 APPROVE THE FOLLOWING APPROPRIATIONS: THE PROFITS Management FOR THE FY AS FOLLOWS AND TO FIX THE DIVIDEND AT EUR 0.65 PROFITS FOR THE FY: EUR 42,912,416.38; PRIOR RET AINED EARNINGS: EUR 19,196,242.51 TOTAL: EUR 62,108,658.89 APPROPRIATION TO TH E LEGAL RESERVE: EUR -9,777.30 TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAI NS: EUR -5,741,137.00 GLOBAL DIVIDEND : EUR (-)34,979,907.30 BALANCE CARRIED F ORWARD: EUR 21,377,837.29 IN ACCORDANCE WITH THE PROVISIONS OF THE LAW; THE DI VIDEND WILL BE PAID ON 18 JAN 2005 WITHOUT NO TAX CREDIT O.4 APPROVE, SUBJECT TO THE ADOPTION OF THE PREVIOUS Management RESOLUTIONS, THE DIVIDEND PAY MENT WILL BE CARRIED OUT IN CASH OR IN SHARES AS PER THE FOLLOWING CONDITIONS : REINVESTMENT PERIOD WILL BE EFFECTIVE FROM 21 DEC 2004 TO 10 JAN 2005 THE NE W SHARES WILL BE CREATED WITH AN ACCRUING DIVIDEND AS OF 01 SEP 2004 AT THE CL OSE OF THE SUBSCRIPTION PERIOD, THE SHAREHOLDERS WILL RECEIVE THE DIVIDEND PAY MENT IN CASH, ON 18 JAN 2005; AND DELEGATE ALL POWERS TO THE EXECUTIVE COMMIT TEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.5 APPROVE THE SPECIAL AUDITORS REPORT, IN ACCORDANCE Management WITH THE PROVISIONS OF THE ARTICLE L.225-86 OF THE FRENCH COMMERCIAL LAW O.6 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE THE Management COMPANY S SHARES ON THE STOCK E XCHANGE, NOTABLY IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITI ONS: MAXIMUM PURCHASE PRICE: EUR 40.00, MINIMUM SELLING PRICE: EUR 23.00, MAXI MUM NUMBER OF SHARES TO BE TRADED: 5% OF THE SHARE CAPITAL; AUTHORITY IS GIVE N FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MELCHIOR Management D ARAMON AS THE MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 2 YEARS E.8 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000.00, WITH THE ISSUE, WITH THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, OF SHARES, WARRANTS AND OR SECURITIES GIVING ACCESS TO THE C OMPANY S SHARES; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY IS GIVEN FOR A PE RIOD OF 26 MONTHS ; IT CANCELS, FOR ITS PART UNUSED, ALL PREVIOUS DELEGATIONS AND NOTABLY, THE ONE GIVEN IN RESOLUTION 10 AT THE GENERAL MEETING OF 16 DEC 2 002, RELATING TO THE ISSUE OF SECURITIES GIVING ACCESS TO THE COMPANY S SHARES E.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000.00, WITH THE ISSUE, WITHOUT THE PRE-EMPTIVE RI GHT OF SUBSCRIPTION, OF SHARES, WARRANTS AND OR SECURITIES GIVING ACCESS TO TH E COMPANY S SHARES; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND IT CANCELS, FOR ITS PART UNUSED, ALL PREVIOUS DELEG ATIONS AND NOTABLY, THE ONE GIVEN IN RESOLUTION 11 AT THE GENERAL MEETING OF 1 6 DEC 2002 E.10 AUTHORIZE THE EXECUTIVE COMMITTEE ALL POWERS Management IN ORDER TO INCREASE THE SHARE CA PITAL, IN ONE OR IN SEVERAL STAGES BY A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,00 0.00, BY WAY OF INCORPORATING RESERVES, PROFITS OR PREMIUMS, TO BE CARRIED OUT BY THE DISTRIBUTION OF FREE SHARES OR THE INCREASE OF THE PAR VALUE OF THE EX ISTING SHARES; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY IS GIVEN FOR A PERI OD OF 26 MONTHS ; AND IT CANCELS, FOR ITS PART UNUSED, ALL PREVIOUS DELEGATION S AND NOTABLY, THE ONE GIVEN IN RESOLUTION 12 AT THE GENERAL MEETING OF 16 DEC 2002, RELATING T O THE INCREASE THE SHARE CAPITAL BY WAY OF INCORPORATING RES ERVES, PROFITS OR PREMIUMS E.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO DECREASE Management THE SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, WIT HIN A LIMIT OF 5% OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTH S ; AND AUTHORIZE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOM PLISH ALL NECESSARY E.12 AUTHORIZE THE EXECUTIVE COMMITTEE ALL POWERS Management TO GRANT TO THE COMPANY S EMPLOYE ES, STOCK OPTIONS GRANTING THE RIGHT TO SUBSCRIBE TO THE COMPANY S NEW SHARES TO BE ISSUED IN ORDER TO INCREASE ITS CAPITAL OR TO PURCHASE EXISTING COMPANY S SHARES WITHIN A LIMIT OF 1,500,000 STOCK OPTIONS; AUTHORITY IS VALID FOR A PERIOD OF 38 MONTHS AND AUTHORITY THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ AUSTRALIA & NEW ZEALAND BANKING GROUP LTD AGM Meeting Date: 12/17/2004 Issuer: Q09504137 ISIN: AU000000ANZ3 SEDOL: 6065586, 6068079 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT, FINANCIAL REPORT AND Non-Voting Non-Vote Proposal THE REPORT OF THE DIRECTORS AN D OF THE AUDITORS FOR THE YE 30 SEP 2004 2.a RE-ELECT MR. J.K. ELLIS AS A DIRECTOR, IN ACCORDANCE Management For WITH THE COMPANY S CONSTI TUTION 2.b RE-ELECT MS. M.A. JACKSON AS A DIRECTOR, IN ACCORDANCE Management For WITH THE COMPANY S CONS TITUTION 2.c RE-ELECT DR. G.J. CLARK AS A DIRECTOR, IN ACCORDANCE Management For WITH THE COMPANY S CONSTI TUTION 2.d ELECT MR. D.E. MEIKLEJOHN AS A DIRECTOR, IN ACCORDANCE Management For WITH THE COMPANY S CONS TITUTION 2.e ELECT MR. J.P. MORSCHEL AS A DIRECTOR, IN ACCORDANCE Management For WITH THE COMPANY S CONSTI TUTION * PLEASE NOTE THAT ANY VOTES CAST BY MR. MCFARLANE Non-Voting Non-Vote Proposal AND ANY OTHER DIRECTOR AND TH EIR RESPECTIVE ASSOCIATES OF THEM ON RESOLUTION 3 WILL BE DISREGARDED. THANK Y OU. 3. APPROVE, FOR ALL PURPOSES, INCLUDING FOR THE Management Against PURPOSE OF ASX LISTING RULE 10.14 , FOR THE ISSUE OF 175,000 FULLY PAID ORDINARY SHARES IN THE CAPITAL OF THE CO MPANY TO OR FOR THE BENEFIT OF MR. JOHN MCFARLANE, THE MANAGING DIRECTOR AND C HIEF EXECUTIVE OFFICER OF THE COMPANY, ON 31 DEC 2004 ON THE TERMS AS SPECIFIE D - ------------------------------------------------------------------------------------------------------------------------------------ SAGEM SA, PARIS MIX Meeting Date: 12/20/2004 Issuer: F03381138 ISIN: FR0000073272 BLOCKING SEDOL: 4074432, 4087537, B058TZ6, B0591N1, B065FV4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ E.1 APPROVE TO REDUCE FROM EUR 1.00 TO EUR 0.20 THE Management PAR VALUE OF THE SHARES; THIS STOCK SPLIT INTO SHARES SHALL RESULT IN THE EXCHANGE OF 1 PARENT SHARE AGAINST 5 NEW SHARES; CONSEQUENTLY, AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: ARTI CLE 6 SHARE CAPITAL : THE SHARE CAPITAL IS SET AT EUR 35,500,000.00 AND IS DI VIDED INTO 177,500,000 FULLY PAID-UP ORDINARY SHARES OF A PAR VALUE OF EUR 0.2 0 EACH E.2 AMEND THE ARTICLES OF ASSOCIATION NUMBER 3, 11, Management 14, 16, 17, 19, 20, 22, 23, 26 AND 42 AND ADD A NEW ARTICLE NUMBER 30, WHICH CHANGES THE NUMBERING OF THE PR ESENT ARTICLES OF ASSOCIATION NUMBER 30 AND FOLLOWING E.3 APPROVE TO INCREASE THE SHARE CAPITAL OF A PAR Management VALUE AMOUNT OF EUR 47,905,917. 00, IN REMUNERATION OF THE SHARES BROUGHT TO THE PUBLIC EXCHANGE OFFER, WITH T HE ISSUE OF 239,529,585 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 0.20 EA CH; THESE SHARES SHALL BE ALLOTTED TO THE SHAREHOLDERS OF THE SNECMA COMPANY W HO HAVE BROUGHT THEIR SHARES TO THE OFFER; THE NEW SHARES SHALL RANK PARI PASS U WITH THE OLD SHARES, AND SHALL BEAR AN ACCRUING DIVIDEND FOR THE FYE 31 DEC 2004; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO CHARGE ALL FEES, RIGHTS AND EXP ENSES RESULTING FROM THE CAPITAL INCREASE TO ALL PREMIUMS RESULTING FROM SUCH CAPITAL INCREASE, AND TO APPROPRIATE FROM THIS AMOUNT SUCH SUMS AS ARE REQUIRE D TO BRING THE LEGAL RESERVE TO TENTH OF THE NEW SHARE CAPITAL AFTER EACH INCR EASE O.4 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. MARIO COLAIACOVO AS A MEMBER OF THE SUPERVISO RY BOARD FOR A PERIOD OF 6 YEARS O.5 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. FRANCOIS DE COMBRET AS A MEMBER OF THE SUPERV ISORY BOARD FOR A PERIOD OF 6 YEARS O.6 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. ARMAND DUPUY AS A MEMBER OF THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS O.7 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS MR. YVES GUENA AS A MEMBER OF THE SUPERVISORY BOAR D FOR A PERIOD OF 6 YEARS O.8 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. XAVIER LAGARDE AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS O.9 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MRS. ANNE LAUVERGEON AS A MEMBER OF THE SUPERVISO RY BOARD FOR A PERIOD OF 6 YEARS O.10 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. MICHEL LUCAS AS A MEMBER OF THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS O.11 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. MICHEL TOUSSAN AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS O.12 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. BERNARD VATIER AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS O.13 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. JEAN-MARC FORNERI AS A MEMBER OF THE SUPERVIS ORY BOARD FOR A PERIOD OF 6 YEARS O.14 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. SHEMAYA LEVY AS A MEMBER OF THE SUPERVISORY B OARD FOR A PERIOD OF 6 YEARS O.15 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. DOMINIQUE PARIS AS A MEMBER OF THE SUPERVISOR Y BOARD FOR A PERIOD OF 6 YEARS O.16 APPOINT, SUBJECT TO THE POSITIVE FOLLOW-UP OF Management THE PUBLIC EXCHANGE OFFER AIMED AT THE PREVIOUS RESOLUTIONS, MR. JEAN RANNOU AS A MEMBER OF THE SUPERVISORY BO ARD FOR A PERIOD OF 6 YEARS O.17 ACKNOWLEDGE THAT 5 MORE MEMBERS OF THE SUPERVISORY Management BOARD WILL BE APPOINTED BY THE STATE IN ACCORDANCE WITH THE ARTICLE NUMBER 12 OF THE LAW DATED 25 JUL 194 9 O.18 APPROVE, CONSEQUENTLY TO THE INCREASE OF THE Management NUMBER OF THE MEMBERS OF THE SUPE RVISORY BOARD AND SUBJECT TO THE POSITIVE FOLLOW-UP OF THE PUBLIC EXCHANGE OFF ER AIMED AT THE PREVIOUS RESOLUTIONS, TO INCREASE THE AMOUNT OF THE ATTENDANCE FEES FROM EUR 400,000.00 TO EUR 670,000.00 PER YEAR O.19 ACKNOWLEDGE THAT THE TERM OF OFFICE OF THE CALAN Management COMPANY, AS STATUTORY AUDITOR , HAS NOT BEEN RENEWED O.20 AUTHORIZE THE CHAIRMAN OF THE EXECUTIVE COMMITTEE Management TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AND GRANTS AUTHORITY TO THE BEARE R OF A COPY OR AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIBED BY LAW * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ ARISTOCRAT LEISURE LIMITED SGM Meeting Date: 12/21/2004 Issuer: Q0521T108 ISIN: AU000000ALL7 SEDOL: 6051563, 6253983 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE TO GRANT 380,000 PERFORMANCE SHARE RIGHTS Management For TO MR. PAUL ONEILE, MANAGING DIRECTOR AND CEO, PURSUANT TO ARISTOCRAT S LONG TERM PERFORMANCE SHARE PLAN A ND FOR THE PURPOSE OF ASX LISTING RULE 10.14 * THE COMPANY WILL DISREGARD ANY VOTES CAST ON Non-Voting Non-Vote Proposal RESOLUTION 1 BY MR. PAUL ONEILLE AND/OR HIS ASSOCIATE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ KINGBOARD CHEMICAL HOLDINGS LTD EGM Meeting Date: 12/22/2004 Issuer: G52562140 ISIN: KYG525621408 SEDOL: 6491318, B03BR75 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE REVISED SHIRAI SUPPLY ANNUAL CAPS Management For AS SPECIFIED AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO, APPROVE AND TRANSACT ALL SUCH ACTS AND THINGS AS THEY MAY IN THEIR DISCRETION CONSIDER NECESSARY OR DESIRABLE IN CONNECTION THEREWITH - ------------------------------------------------------------------------------------------------------------------------------------ TENON LTD AGM Meeting Date: 12/22/2004 Issuer: Q8983K127 ISIN: NZFLCE0020S7 SEDOL: 6342278, 6342483 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1.A APPROVE THAT THE COMPANY RETURN APPROXIMATELY Management For NZD 321 MILLION OF CAPITAL, REPR ESENTING NZD 1.15 PER EXISTING SHARE, TO THE SHAREHOLDERS S.1.B APPROVE THAT 3 OUT OF 4 PREFERENCE SHARES AND Management For 3 OUT OF 4 ORDINARY SHARES BE CA NCELLED S.1.C APPROVE THAT, SUBJECT TO RECEIPT OF A FAVORABLE Management For TAX RULING, THE RIGHTS OF PREF ERENCE AND ALL OTHER DIFFERENTIAL RIGHTS BETWEEN THE PREFERENCE SHARES AND ORD INARY SHARES BE EXTINGUISHED, SUCH THAT THERE WILL ONLY BE A SINGLE CLASS OF O RDINARY SHARES 2. ELECT MR. ANTHONY IAN GIBBS AS A DIRECTOR Management For 3. ELECT MR. MICHAEL JOHN ANDREWS AS A DIRECTOR Management Against 4. ELECT MR. MICHAEL CARMODY WALLS AS A DIRECTOR Management For 5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION S.6 ADOPT THE NEW CONSTITUTION Management For - ------------------------------------------------------------------------------------------------------------------------------------ TENON LTD AGM Meeting Date: 12/22/2004 Issuer: Q8983K101 ISIN: NZFLCD0001S9 SEDOL: 6297646, 6298865 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1.a APPROVE THAT THE COMPANY WILL RETURN APPROXIMATELY Management For NZD 321 MILLION OF CAPITAL, REPRESENTING NZD 1.15 PER EXISTING SHARE TO SHAREHOLDERS S.1.b APPROVE TO CANCEL THREE OUT OF FOUR PREFERENCE Management For SHARES AND THREE OUT OF FOUR OR DINARY SHARES S.1.c APPROVE, SUBJECT TO RECEIPT OF A FAVORABLE TAX Management For RULING, TO EXTINGUISH THE RIGHT S OF PREFERENCE AND ALL OTHER DIFFERENTIAL RIGHTS BETWEEN THE PREFERENCE SHARE S AND ORDINARY SHARES, SUCH THAT THERE WILL ONLY BE A SINGLE CLASS OF ORDINARY SHARES 2. ELECT MR. ANTHONY IAN GIBBS AS A DIRECTOR Management For 3. ELECT MR. MICHAEL JOHN ANDREWS AS A DIRECTOR Management Against 4. ELECT MR. MICHAEL CARMODY WALLS AS A DIRECTOR Management For 5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION FOR THE ENSUING YEAR S.6 ADOPT THE NEW CONSTITUTION Management For - ------------------------------------------------------------------------------------------------------------------------------------ ARM HOLDINGS PLC, CAMBRIDGE EGM Meeting Date: 12/23/2004 Issuer: G0483X122 ISIN: GB0000595859 SEDOL: 0059585, 5951761 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For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anagement For 1 AND 3 OF THIS MEETING A ND WITH EFFECT FROM THE TIME AT WHICH THE COMPANY AND SALT ACQUISITION CORPORA TION FILE A CERTIFICATE OF MERGER WITH THE DELAWARE SECRETARY OF STATE IN ACCO RDANCE WITH THE PROVISIONS OF THE MERGER AGREEMENT OR AT SUCH LATER EFFECTIVE TIME AS MAY BE SPECIFIED IN SUCH CERTIFICATE OF MERGER, MR. MARK R. TEMPLETON AS A DIRECTOR OF THE COMPANY 3. APPOINT MR. LUCIO L. LANZA AS A DIRECTOR OF THE Management For COMPANY IN CONDITIONAL UPON TH E PASSING OF RESOLUTIONS 1 AND 2 ABOVE AND WITH EFFECT FROM THE TIME AT WHICH THE COMPANY AND SALT ACQUISITION CORPORATION FILE A CERTIFICATE OF MERGER WITH THE DELAWARE SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS OF THE MERG ER AGREEMENT OR AT SUCH LATER EFFECTIVE TIME AS MAY BE SPECIFIED IN SUCH CERTI FICATE OF MERGER S.4 AMEND, WITH EFFECT FROM THE TIME AT WHICH THE Management For COMPANY AND SALT ACQUISITION COR PORATION FILE A CERTIFICATE OF MERGER WITH THE DELAWARE SECRETARY OF STATE IN ACCORDANCE WITH THE PROVISIONS OF THE MERGER AGREEMENT OR AT SUCH LATER EFFECT IVE TIME AS MAY BE SPECIFIED IN SUCH CERTIFICATE OF MERGER, THE ARTICLES OF AS SOCIATION OF THE COMPANY AS SPECIFIED - ------------------------------------------------------------------------------------------------------------------------------------ SANOFI-AVENTIS EGM Meeting Date: 12/23/2004 Issuer: F5548N101 ISIN: FR0000120578 BLOCKING SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU 1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004, UNDER WHICH IT IS STATED THAT THE AVENTIS SHALL CONTRIBUTE THE T OTAL OF ITS ASSETS (EUR 41,208,544,876.00), WITH THE CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES (EUR 14,099,319,197.00) AND APPROVE THE TERMS AND COND ITIONS OF THIS AGREEMENT; NET WORTH: EUR 27,109,225,679.00; AND ALSO APPROVE T HE PAYMENT FOR THE CONTRIBUTIONS ACCORDING TO A RATIO OF EXCHANGE OF 27 SANOFI -AVENTIS SHARES AGAINST 23 AVENTIS SHARES AND THE OPERATION SHALL BE FINAL ON 31 DEC 2004; CONSEQUENTLY, THE GENERAL MEETING DECIDES TO INCREASE THE SHARE C APITAL BY EUR 38,245,770.00 TO INCREASE IT FROM EUR 2,784,562,864.00 TO EUR 2, 822,808,634.00, BY THE CREATION OF 19,122,885 NEW FULLY PAID-UP SHARES OF A PA R VALUE OF EUR 2.00 EACH, TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQU IRED COMPANY, WITH A RATIO OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS SHARES, BEARING AN ACCRUING DIVIDEND AS DECIDED AFTER THEIR ISSUE; THE MERGER SURPLUS OF EUR 508,561,335.00 SHALL BE REGISTERED IN A MERGER SURPLUS ACCOUNT; THE AMOUNT OF THE DIVIDENDS RECEIVED BY AVENTIS FOR THE SANOFI-AVENTI S SHARES IT HOLDS, WHICH REPRESENTS EUR 27,894,216.00 SHALL BE CHARGED TO THE MERGER SURPLUS ACCOUNT, THUS AMOUNTING TO EUR 536,455,551.00; CAPITAL LOSS ON TRANSFERRED SHARES: EUR 25,277,722,121.00 2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE NO. 14 OF THE AMALGAMATION-MERGER TREATY, TO WITHDRAW FROM T HE MERGER PREMIUM ALL NECESSARY AMOUNTS IN ORDER TO: FUND THE LEGAL RESERVE: 1 0% OF THE CAPITAL EXISTING AFTER THE AMALGAMATION-MERGER, FUND THE SPECIAL RES ERVE ON LONG-TERM CAPITAL GAINS: EUR 319,518,918.00; FUN OTHER RESERVES AND PR OVISIONS TO CHARGE ALL FEES, EXPENSES AND RIGHT RESULTING FROM THE AMALGAMATIO N-MERGER; THE GENERAL MEETING ALSO DECIDES TO CHARGE THE CAPITAL LOSS ON TRANS FERRED SHARES TO THE SHARE PREMIUM, THUS AMOUNTING TO EUR 9,863,155,240.00 3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management THE AVENTIS COMMITMENTS RELATING TO THE EQUITY WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS EFFECTIVE, THE A VENTIS EQUITY WARRANTS SHALL GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR NUM BER SHALL CORRESPOND TO THE NUMBER OF AVENTIS SHARES THESE EQUITY WARRANTS SHA LL GIVE RIGHT AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE OF 27 AGAINST 23; THE GENERAL MEETING DECIDES TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WA RRANT HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER OF 301,986; AND APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO T AKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management ALL THE OBLIGATIONS RESULTING FR OM THE AVENTIS COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289 OPTIONS GRA NTING THE RIGHT TO THE SUBSCRIBE AVENTIS SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL, SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE BENEFICIARIES OF OPT IONS GRANTING THE RIGHT TO SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING DECID ES TO RELINQUISH, TO THE BENEFIT OF THE OPTION HOLDERS, TO THE PRE-EMPTIVE RIG HT OF SUBSCRIPTION TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER TO INCREA SE THE SHARE CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY, AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION ON 31 D EC 2004 6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management ARTICLE 6 (SHARE CAPITAL): THE S HARE CAPITAL IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED INTO 1,411,404,317 FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 2.00 EACH 7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, BY WAY OF ISSU ING, WITHOUT THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES GIVING ACCESS TO SA NOFI-AVENTIS CAPITAL TO THE BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138 C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND 10 OF THE COMBINED GENERAL MEETING OF 23 JUN 2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES FREE SHARES OR OTHER SECU RITIES GIVING ACCESS TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION CANCELS ALL PREV IOUS DELEGATIONS IN ORDER TO INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE RIGHT OF SUBSCRIPTIONS A ND IT CANCELS AND REPLACES, FOR ITS PART UNUSED, THE DELEGATION GIVEN IN RESOL UTION 11 AT THE GENERAL MEETING OF 23 JUN 2004 8. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCRIB ED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 23 DEC 2004. PLEAS E ALSO NOTE THAT THE NEW CUTOFF DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YO UR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ TECHTRONIC INDS LTD EGM Meeting Date: 01/03/2005 Issuer: Y8563B159 ISIN: HK0669013440 SEDOL: B0190C7, B01BM83, B031W92 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE TERMS OF, AND THE TRANSACTIONS CONTEMPLATED Management For UNDER, A CONDITIONAL S TOCK PURCHASE AGREEMENT, DATED 28 AUG 2004, ENTERED INTO BETWEEN ATLAS COPCO A B, ATLAS COPCO NORTH AMERICA INC. AND ATLAS COPCO HOLDING GMBH, ALL AS SELLERS AND THE COMPANY, RYOBI TECHNOLOGIES GMBH AND TECHTRONIC INDUSTRIES NORTH AMER ICA, INC. ALL AS PURCHASERS (THE STOCK PURCHASE AGREEMENT) AND ALL OTHER TRANS ACTIONS CONTEMPLATED THEREIN AND ALL OTHER AGREEMENTS ANCILLARY THERETO; AND A UTHORIZE ANY DIRECTOR OF THE COMPANY TO EXECUTE ALL SUCH DOCUMENTS AND TO DO A LL SUCH ACTS, MATTERS AND THINGS AS HE MAY IN HIS SOLE DISCRETION CONSIDER NEC ESSARY OR DESIRABLE ON BEHALF OF THE COMPANY FOR THE PURPOSE OF OR IN CONNECTI ON WITH THE STOCK PURCHASE AGREEMENT OR THE TRANSACTION CONTEMPLATED THEREIN - ------------------------------------------------------------------------------------------------------------------------------------ WATERFORD WEDGWOOD PLC (FORMERLY WATERFORD GLASS GROUP PLC) AGM Meeting Date: 01/10/2005 Issuer: G94697102 ISIN: IE0009420385 SEDOL: 0942038, 4942636, 5938195 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ACQUISITION OF ROYAL DOULTON Management For - ------------------------------------------------------------------------------------------------------------------------------------ SERCO GROUP PLC EGM Meeting Date: 01/12/2005 Issuer: G80400107 ISIN: GB0007973794 SEDOL: 0797379, 5457593 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE: A) THE PROPOSED ACQUISITION BY THE COMPANY Management For OF ALL OR ANY PART OF THE ISSUED OR TO BE ISSUED ORDINARY SHARE CAPITAL OF ITNET PLC ON THE TERMS AND S UBJECT TO THE CONDITIONS AS SPECIFIED ISSUED BY LAZARD & COMPANY LIMITED ON BE HALF OF THE COMPANY AND ADDRESSED TO THE SHAREHOLDERS OF THE COMPANY ON 20 DEC 2004, OR UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF ANY AMENDED, VARIED, REVISED, EXTENDED, ADDITIONAL OR OTHER OFFER OR OFFERS THE OFFER APPROVED B Y THE BOARD OF DIRECTORS OF THE COMPANY AS SPECIFIED ; AND B) ALL ARRANGEMENT S OR AGREEMENTS MADE OR ENTERED INTO, OR WHICH MAY IN THE FUTURE BE MADE OR EN TERED INTO, BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR PERSONS ACTING IN CON CERT WITH THE COMPANY IN CONNECTION WITH THE ACQUISITION OR CANCELLATION, IN E ACH CASE RELATING TO OR IN CONNECTION WITH THE OFFER, OF SHARES IN, OR OPTIONS ISSUED BY ITNET ON TERMS AND APPROVE BY THE BOARD INCLUDING, FOR THE AVOIDAN CE OF DOUBT, ANY AGREEMENTS OR ARRANGEMENTS WITH THIRD PARTIES FOR THE PROVISI ON OF ANY FINANCING FOR ANY SUCH ACQUISITION AND AUTHORIZE THE BOARD TO REVIS E, EXTEND, AMEND, WAIVE, VARY OR ADD TO THE OFFER OR ANY OF THE TERMS OR CONDI TIONS THEREOF AND TO DO PROCURE THE DOING OF SUCH OTHER THINGS AND TO EXECUTE ANY AGREEMENTS AND MAKE ANY ARRANGEMENTS AS THE BOARD MAY CONSIDER NECESSARY O R DESIRABLE IN CONNECTION WITH THE ACQUISITION OF SHARES IN ITNET OR THE OFFER - ------------------------------------------------------------------------------------------------------------------------------------ BELLWAY PLC AGM Meeting Date: 01/14/2005 Issuer: G09744155 ISIN: GB0000904986 SEDOL: 0090498, 0090540 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS FOR THE YE 31 JUL 2004 AND Management For THE DIRECTORS REPORT AND THE AUDITORS REPORT THEREON 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 JUL 2004 Management For 3. RE-ELECT MR. H.C. DAWE AS A DIRECTOR OF THE COMPANY Management For 4. RE-ELECT MR. A.M. LEITCH AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. L.P. FINN AS A DIRECTOR OF THE COMPANY Management For 6. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 7. APPROVE THE REPORT OF THE BOARD COMMITTE ON DIRECTORS Management For REMUNERATION OF THE ANN UAL REPORT AND ACCOUNTS FOR THE YEAR TO 31 JUL 2004 8. APPROVE AND ADOPT THE BELLWAY P.L.C. 2005 EMPLOYEE Management For SHARE OPTION SCHEME SUBJ ECT TO SUCH MODIFICATIONS, IF ANY, AS DIRECTORS CONSIDER NECESSARY OR APPROPRI ATE TO OBTAIN THE APPORVAL THERETO OF THE INLAND REVENUE OR TO COMPLY WITH THE REQUIREMENTS OF THE LISTING RULES OF THE LONDON STOCK EXCHANGE AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL ACTS AND THINGS NECESSARY OR EXPEDIENT TO OBTAIN INLAND REVENUE APPROVAL FOR THE SAID SCHEME AND OTHERWISE TO CARRY THE SAID SCHEME INTO EFFECT S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO THE GENERAL Management For AUTHORITY CONFERRED BY ORDINA RY RESOLUTION AT THE AGM HELD ON 10 JAN 2003, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 ACT , TO ALLO T EQUITY SECURITIES SECTION 94 OF THE ACT , DISAPPLYING THE STATUTORY PRE-EMP TION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTM ENT OF EQUITY SECURITIES: I) IN CONNECTION WITH AN OFFER OF SECURITIES, OPEN F OR ACCEPTANCE FOR A FIXED PERIOD BY THE DIRECTORS TO ORDINARY SHAREHOLDERS OF THE COMPANY; II) WHOLLY FOR CASH OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (I) ABOVE OR PURSUANT TO THE BELLWAY P.L.C. EXECUTIVE SHARE OPTION SCHEME, THE BE LLWAY P.L.C. 1995 EMPLOYEE SHARE OPTION SCHEME, THE BELLWAY P.L.C. 1996 EMP LOYEE SHARE OPTION SCHEME, THE BELLWAY P.L.C. SAVINGS RELATED SHARE OPTION SCH EME, THE BELLWAY P.L.C. 2003 SAVINGS RELATED SHARE OPTION SCHEME, THE BELLWA Y P.L.C. 2004 PERFORMANCE PLAN AND THE BELLWAY P.L.C. 2005 EMPLOYEE SHARE OPTION SCHEME UP TO AN AGGREGATE NOMINAL VALUE OF GBP 700.383; AUTHORITY EXP IRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTH ORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ORDINARY Management For SHARES AND PREFERENCE SHARE S BY WAY OF MARKET PURCHASES UPON AND SUBJECT TO FOLLOWING CONDITIONS: I) OF U P TO 11,206,135 ORDINARY SHARES OF 12.5P EACH 10% OF THE ORDINARY SHARES IN I SSUE ; II) THE MAXIMUM NUMBER OF PREFERENCE SHARES WHICH MAY BE PURCHASED IS 2 0,000,000 9.5% CUMULATIVE REDEEMABLE PREFERENCE SHARES 2014 OF GBP 1 EACH, BEI NG THE AMOUNT OF PREFERENCE SHARES IN ISSUE; III) THE MAXIMUM PRICE AT WHICH O RDINARY SHARES MAY BE PURCHASED IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDD LE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DA ILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS ON WHICH THE ORDINARY SHARES ARE CO NTRACTED TO BE PURCHASED AND THE MINIMUM PRICE IS 12.5P PER SHARE IN BOTH CASE S EXCLUSIVE OF EXPENSES; IV) THE MAXIMUM PRICE AT WHICH PREFERENCE SHARES MAY BE PURCHASED SHALL BE AMOUNT CALCULATED IN ACCORDANCE WITH THE PROVISIONS CONT AINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND AUTHORITY EXPIRES TH E EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS - ------------------------------------------------------------------------------------------------------------------------------------ BOC GROUP PLC AGM Meeting Date: 01/14/2005 Issuer: G12068113 ISIN: GB0001081206 SEDOL: 0108120, 5498279, 6114110 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For ACCOUNTS OF THE YE 30 SEP 2004 2. APPROVE THE BOC S DIVIDEND POLICY Management For 3. ELECT MR. GUY DAWSON AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 86 4. ELECT MS. ANNE QUINN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 86 5. ELECT MR. IAIN NAPIER AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 86 6. RE-ELECT MR. TONY ISAAC AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 7. RE-ELECT MR. ROB MARGETTS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 8. RE-ELECT DR. RAJ RAJAGOPAL AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF BOC UNTIL THE CONCLUS ION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID 10. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 11. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 12. APPROVE THE BOC GROUP UK SAVINGS-RELATED SHARE Management For OPTION SCHEME SHARESAVE SCHEME 2005 AND AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND EXPEDIENT TO ADOPT AND O PERATE THE SHARESAVE SCHEME, OBTAIN APPROVAL FROM THE BOARD OF INLAND REVENUE AND TO INTRODUCE FURTHER PLANS FOR THE BENEFIT OF EMPLOYEES LOCATED IN COUNTRI ES OTHER THAN THE UK BASED ON SHARESAVE SCHEME WITHIN THE LIMITS OF NEW ORDINA RY SHARES MADE AVAILABLE UNDER THE SHARESAVE SCHEME, SUBJECT TO MODIFICATIONS TO TAKE ACCOUNT OF OVERSEAS LAWS, EXCHANGE CONTROL AND TAX LEGISLATIONS 13. APPROVE THE BOC GROUP SHARE MATCHING PLAN THE Management For PLAN AND AUTHORIZE THE DIRECTO RS TO DO ALL ACTS AND EXPEDIENT TO ADOPT AND OPERATE THE PLAN, MAKE SUCH MODIF ICATIONS APPROPRIATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE LONDON STOCK E XCHANGE AND THE UK LISTING AUTHORITY AND TO ESTABLISH FURTHER PLANS FOR THE BE NEFIT OF EMPLOYEES LOCATED IN COUNTRIES OTHER THAN THE UK BASED ON THE PLAN WITHIN THE LIMITS OF NEW ORDINARY SHARES MADE AVAILABLE UNDER THE PLAN, SUBJEC T TO MODIFICATIONS TO TAKE ACCOUNT OF OVERSEAS LAWS, EXCHANGE CONTROL AND TAX LEGISLATIONS 14. AUTHORIZE THE DIRECTORS TO AMEND THE RULES OF Management For THE BOC GROUP LONG-TERM INCENTIV E PLAN AND TO DO ALL ACTS NECESSARY OR DESIRABLE TO EFFECT THE AMENDMENT 15. AUTHORIZE THE DIRECTORS, UNDER SECTION 80 OF Management For THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,580,720; AUTH ORITY EXPIRES THE EARLIER OF THE CONCLUSION OF NEXT AGM OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.16 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 15 AND UNDER SEC TION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH, DISAPP LYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS AUT HORITY IS LIMITED TO THE ALLOTMENT: I) IN CONNECTION WITH A RIGHTS ISSUE TO OR DINARY SHAREHOLDERS; AND II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 6,235,31 9.25; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OR 15 MONTHS ; AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.17 AUTHORIZE THE BOC TO PURCHASE UP TO 49,882,554 Management For FULLY-PAID ORDINARY SHARES BY T HE WAY OF MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 , AT A MI NIMUM PRICE IS 25P AND MAXIMUM PRICE NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS AS PUBLISHED IN THE LONDON STOCK EXCHANGE DAILY OFFI CIAL LIST, FOR THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OR 15 MONTHS ; THE BOC, BEFORE THE EXPIRY, MAY MAKE A PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED FULLY OR PARTLY AFTE R SUCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ VA TECHNOLOGIE AG, LINZ AGM Meeting Date: 01/17/2005 Issuer: A8868F109 ISIN: AT0000937453 BLOCKING SEDOL: 4921635, 5180617 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SUSPENSION OF PARAGRAPH 9/1 SENT Management 2 TO 6 OF THE STATUTES OF THE COM PANY AND AMEND THE STATUTES IN PARAGRAPH 9/1 INTO: EACH SHARE AWARE ONE VOTE - ------------------------------------------------------------------------------------------------------------------------------------ ENTERPRISE INNS PLC AGM Meeting Date: 01/20/2005 Issuer: G3070Z146 ISIN: GB0033872275 SEDOL: 3387227 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE DIRECTORS REPORT, THE AUDITED FINANCIAL Management STATEMENTS AND THE AUDITO RS REPORT FOR THE YE 30 SEP 2004 2. DECLARE A FINAL DIVIDEND Management 3. RE-APPOINT MR. G.E. TUPPEN AS A DIRECTOR Management 4. RE-APPOINT MR. D.C. GEORGE AS A DIRECTOR Management 5. RE-APPOINT MR. A.J. STEWART AS A DIRECTOR Management 6. RE-APPOINT MRS. S.E. MURRAY AS A DIRECTOR Management 7. RE-APPOINT ERNST AND YOUNG AS THE AUDITORS AND Management AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION 8. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management THE YE 30 SEP 2004 TO INCREASE THE MAXIMUM AGGREGATE AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS FROM G BP 200,000 TO GBP 500,000 PER ANNUM 9. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management 10. APPROVE THE ENTERPRISE INNS 2005 ANNUAL BONUS Management PLAN 11. APPROVE THE ENTERPRISE INNS 2005 LONG TERM INCENTIVE Management PLAN 12. APPROVE THE ENTERPRISE INNS 2005 EMPLOYEES SHARE Management OPTION SCHEME 13. APPROVE THE ENTERPRISE INNS 2005 SAVE AS YOU Management EARN SCHEME 14. APPROVE THE ENTERPRISE INNS 2005 SHARE INCENTIVE Management PLAN S.15 APPROVE THE DISAPPLICATION OF STATUTORY PRE-EMPTION Management RIGHTS S.16 AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management - ------------------------------------------------------------------------------------------------------------------------------------ ENTERPRISE INNS PLC AGM Meeting Date: 01/20/2005 Issuer: G3070Z146 ISIN: GB0033872275 SEDOL: 3387227 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 212817 DUE TO ADDITION OF RES OLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For REPORTS 2. DECLARE A FINAL DIVIDEND OF 8.4 PENCE PER SHARE Management For 3. RE-ELECT MR. TED TUPPEN AS A DIRECTOR Management For 4. RE-ELECT MR. DAVID GEORGE AS A DIRECTOR Management For 5. RE-ELECT MR. JO STEWART AS A DIRECTOR Management For 6. RE-ELECT MR. SUSAN MURRAY AS A DIRECTOR Management For 7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For AND AUTHORIZE THE BOARD TO FIX TH EIR REMUNERATION 8. APPROVE THE REMUNERATION REPORT Management For 9. APPROVE TO INCREASE THE REMUNERATION OF THE NON-EXECUTIVE Management For DIRECTORS FROM GBP 2 00,000 TO GBP 500,000 PER ANNUM 10. GRANT AUTHORITY FOR THE ISSUANCE OF EQUITY OR Management For EQUITY-LINKED SECURITIES WITH PR E-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 5,825,084 11. APPROVE THE ENTERPRISE INNS 2005 ANNUAL BONUS Management For PLAN 12. APPROVE ENTERPRISE INNS 2005 LONG-TERM INCENTIVE Management For PLAN 13. APPROVE ENTERPRISE INNS 2005 EMPLOYEE SHARE OPTION Management For SCHEME 14. APPROVE ENTERPRISE INNS 2005 SAVE AS YON EARN Management For SCHEME 15. APPROVE ENTERPRISE INNS 2005 SHARE INCENTIVE PLAN Management For S.16 GRANT AUTHORITY FOR ISSUANCE OF EQUITY OR EQUITY-LINKED Management For SECURITIES WITHOUT PRE -EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 873,763 S.17 GRANT AUTHORITY FOR MARKET PURCHASES OF 52,390,857 Management For SHARES - ------------------------------------------------------------------------------------------------------------------------------------ PIRELLI & C.SPA, MILANO MIX Meeting Date: 01/20/2005 Issuer: T76434108 ISIN: IT0000072725 BLOCKING SEDOL: 4689803, B020D75 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 21 JAN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. O.1 APPROVE TO APPOINT 2 DIRECTORS AND/OR TO REDUCE Management THEIR NUMBER E.1 APPROVE THE PROPOSAL FOR A STOCK CAPITAL INCREASE, Management IN ONE OR MORE INSTALMENTS, THROUGH ISSUE OF MAXIMUM NUMBER 1,539,291,916 ORDINARY SHARES, TO BE OFFERED TO ORDINARY AND SAVING SHAREHOLDERS IN THE RATIO OF 2 NEW SHARES FOR EVERY 5 O RDINARY/SAVING SHARES HELD, AT A PRICE OF EUR 0.70; AMEND ARTICLE 5 STOCK CAP ITAL OF THE BY-LAW; RESOLUTIONS RELATED THERE TO; POWER BESTOWAL - ------------------------------------------------------------------------------------------------------------------------------------ THYSSENKRUPP AG, DUISBURG/ESSEN OGM Meeting Date: 01/21/2005 Issuer: D8398Q119 ISIN: DE0007500001 BLOCKING SEDOL: 0566911, 5636927, 5653841, 7159273 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2003/2004 WITH T HE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP A NNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 308,693,426.40 AS : PAYMENT OF A DIVIDEND OF EUR 0.60 PER ENTITLED SHARE; EUR 9,678,447 SHALL BE CARRIED FORWARD; EX-DIVIDEND AND PAYABLE DATE: 24 JAN 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND AG, BERLIN AND Management FRANKFURT AS THE AUDITORS FOR TH E FY 2004/2005 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL AT A PRICE DIFFERING NEITHER MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THEY AR E ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 20 JUL 2006; AND AUTHORI ZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO DISPOSE OF THE SHA RES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF IDE NTICAL SHARES AGAINST CASH PAYMENT, TO USE THE SHARES IN CONNECTION WITH MERGE RS AND ACQUISITIONS AGAINST PAYMENT IN KIND, AND TO USE THE SHARES WITHIN THE SCOPE OF THE COMPANY S STOCK OPTION PLAN 7.1 ELECT DR. GERHARD CROMME AS THE OFFICER OF THE Management SUPERVISORY BOARD 7.2 ELECT PROF. DR. WAN GANG AS THE OFFICER OF THE Management SUPERVISORY BOARD 7.3 ELECT PROF. JUERGEN HUBBERT AS THE OFFICER OF Management THE SUPERVISORY BOARD 7.4 ELECT DR. MARTIN KOHLHAUSSEN AS THE OFFICER OF Management THE SUPERVISORY BOARD 7.5 ELECT DR. HEINZ KRIWET AS THE OFFICER OF THE Management SUPERVISORY BOARD 7.6 ELECT PROF. DR. BERNHARD PELLENS AS THE OFFICER Management OF THE SUPERVISORY BOARD 7.7 ELECT DR. HEINRICH VON PIERER AS THE OFFICER Management OF THE SUPERVISORY BOARD 7.8 ELECT DR. KERSTEN VON SCHENCK AS THE OFFICER Management OF THE SUPERVISORY BOARD 7.9 ELECT DR. HENNING SCHULTE-NOELLE AS THE OFFICER Management OF THE SUPERVISORY BOARD 7.10 ELECT MR. CHRISTAIN STREIFF AS THE OFFICER OF Management THE SUPERVISORY BOARD * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ INFINEON TECHNOLOGIES AG, MUENCHEN OGM Meeting Date: 01/25/2005 Issuer: D35415104 ISIN: DE0006231004 SEDOL: 2605425, 5889505, 7159154 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE BE ADVISED THAT INFINEON TECHNOLOGIES Non-Voting AG SHARES ARE ISSUED IN REGISTE RED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2003/2004 FY WI TH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT 2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4. APPOINT KPMG AS THE AUDITORS FOR THE 2004/2005 Management FY 5. ELECT THE SUPERVISORY BOARD Management 6. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management WITH THE COMPANY S WHOLLY OW NED SUBSIDIARY INFINEON TECHNOLOGIES FINANCE GMBH, EFFECTIVE RETROACTIVELY FRO M 01 OCT 2004 FOR A PERIOD OF AT LEAST 5 YEARS 7. AMEND THE ARTICLES OF ASSOCIATION, REGARDING Management THE SHAREHOLDERS FIDUCIARY DUTY A ND THE COMPANY S ANNOUNCEMENTS BEING PUBLISHED IN THE FEDERAL GAZETTE ONLINE - ------------------------------------------------------------------------------------------------------------------------------------ INFINEON TECHNOLOGIES AG, MUENCHEN AGM Meeting Date: 01/25/2005 Issuer: D35415104 ISIN: DE0006231004 SEDOL: 2605425, 5889505, 7159154 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE BE ADVISED THAT THESE SHARES OF INFINEON Non-Voting TECHNOLOGIES AG ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTIT LE YOU TO VOTE. THANK YOU * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 148211 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. SUBMISSION OF THE APPROVED ANNUAL FINANCIAL STATEMENTS Management OF INFINEON TECHNOLOGIE S AG AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 20 04, OF THE COMBINED MANAGEMENT REPORT FOR INFINEON TECHNOLOGIES AG AND THE INF INEON GROUP, AND OF THE REPORT OF THE SUPERVISORY BOARD FOR THE FISCAL YEAR 20 03/2004; THE ABOVE-MENTIONED DOCUMENTS ARE AVAILABLE FOR INSPECTION AT THE BUS INESS PREMISES OF THE REGISTERED SEAT OF INFINEON TECHNOLOGIES AG, ST.-MARTIN- STR. , 81669 MUNICH, GERMANY, AND ON THE INTERNET AT WWW.INFINEON.COM 2. APPROVAL OF THE ACTS OF THE MEMBERS OF THE MANAGING Management BOARD; THE SUPERVISORY BOA RD AND THE MANAGING BOARD PROPOSE THAT THE ACTS OF THE MEMBERS OF THE MANAGING BOARD DURING THE FISCAL YEAR 2003/2004 BE APPROVED IN RELATION TO THIS PERIOD 3. APPROVAL OF THE ACTS OF THE MEMBERS OF THE SUPERVISORY Management BOARD; THE SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE THAT THE ACTS OF THE MEMBERS OF THE SUPER VISORY BOARD DURING THE FISCAL YEAR 2003/2004 BE APPROVED IN RELATION TO THIS PERIOD 4. APPOINTMENT OF AUDITORS FOR THE FISCAL YEAR 2004/2005; Management THE SUPERVISORY BOARD P ROPOSES THAT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFT SPRUFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT/MAIN, BE APPOINTED AS AUDITORS FOR THE FISCAL YEAR 2004/2005 5.1 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT DR. JOACHIM FABER, MEMBER OF THE MANAGING BOARD OF ALLIANZ AG, RESIDENT IN MUNICH, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DU RING THE FISCAL YEAR 2008/2009 5.2 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT JOHANNES FELDMAYER , MEMBER OF THE MANAGING BOARD OF SIEMENS AG, RESIDENT IN PULLACH, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.3 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT DR. STEFAN JENTZSC H, MEMBER OF THE MANAGING BOARD OF BAYERISCHE HYPO- UND VEREINSBANK AG, RESIDE NT IN MUNICH, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF THE SH AREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.4 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT MAX DIETRICH KLEY, MEMBER OF THE SUPERVISORY BOARD OF BASFAG, RESIDENT IN HEIDELBERG, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.5 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT PROF. DR. RENATE K OCHER, MANAGING DIRECTOR OF THE INSTITUT DEMOSKOPIE ALLENSBACH, RESIDENT IN CO NSTANCE, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF THE SHAREHO LDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF TH E SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.6 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT PROF. DR. DORIS SC HMITT-LANDSIEDEL, PROFESSOR OF ELECTRICAL ENGINEERING AT THE TECHNICAL UNIVERS ITY OF MUNICH, RESIDENT IN OTTOBRUNN, BE ELECTED TO THE SUPERVISORY BOARD AS R EPRESENTATIVES OF THE SHAREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2 009 5.7 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT PROF. DR. RER. NAT . MARTIN WINTERKORN, CHAIRMAN OF THE MANAGING BOARD OF AUDI AG AND MEMBER OF T HE MANAGING BOARD OF VOLKSWAGEN AG, RESIDENT IN LENTING, BE ELECTED TO THE SUP ERVISORY BOARD AS REPRESENTATIVES OF THE SHAREHOLDERS UNTIL THE END OF THE ANN UAL GENERAL MEETING THAT APPROVES THE ACTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.8 ELECTIONS TO THE SUPERVISORY BOARD; THE TERMS Management OF OFFICE OF THE MEMBERS OF THE SUPERVISORY BOARD APPOINTED BY THE SHAREHOLDERS EXPIRE AT THE END OF THE ANNUA L GENERAL MEETING 2005; THE SUPERVISORY BOARD PROPOSES THAT PROF. DR..ING. DR. -LNG. E. H. KLAUS WUCHERER, MEMBER OF THE MANAGING BOARD OF SIEMENS AG, RESIDE NT IN WINKEIHAID, BE ELECTED TO THE SUPERVISORY BOARD AS REPRESENTATIVES OF TH E SHAREHOLDERS UNTIL THE END OF THE ANNUAL GENERAL MEETING THAT APPROVES THE A CTS OF THE SUPERVISORY BOARD DURING THE FISCAL YEAR 2008/2009 5.9 THE SUPERVISORY BOARD ALSO PROPOSES THAT DR. Management ECKHART SUNNER, GENERAL COUNSEL A T BASF AG, RESIDENT IN NEUSTADT, BE ELECTED SUBSTITUTE MEMBER OFTHE SUPERVISOR Y BOARD SUBJECT TO THE FOLLOWING PROVISOS: (I) THAT DR. SUNNER SERVES AS A MEM BER OF THE SUPERVISORY BOARD IF A MEMBER OF THE SUPERVISORY BOARD ELECTED BY T HE SHAREHOLDERS LEAVES THE SUPERVISORY BOARD BEFORE THE END OF HIS OR HER TERM OF OFFICE WITHOUT THE SHAREHOLDERS MEETING HAVING ALREADY ELECTED A SUCCESSO R; AND (II) THAT DR. SUNNER RESUMES HIS POSITION AS SUBSTITUTE MEMBER IF A NEW ELECTION IS HELD BY THE SHAREHOLDERS MEETING TO REPLACE A MEMBER OF THE SUPE RVISORY BOARD WHO LEFT PREMATURELY AND WAS INITIALLY REPLACED BY A SUBSTITUTE MEMBER; THE COMPOSITION OF THE SUPERVISORY BOARD IS IN ACCORDANCE WITH SECTION 96 PARAGRAPH 1 AND SECTION 101 PARAGRAPH 1 OF THE GERMAN STOCK CORPORATION AC T (AKTG) IN COMBINATION WITH SECTION 7 PARAGRAPH 1 (2) OF THE GERMAN LAW ON CO -DETERMINATION (MITBESTG). THE ANNUAL GENERAL MEETING IS NOT BOUND TO ELECT TH E CANDIDATES PROPOSED 6. APPROVAL OF A DOMINATION AND PROFIT-AND-LOSS Management TRANSFER AGREEMENT; THE SUPERVISO RY BOARD AND THE MANAGING BOARD PROPOSE THAT THE DOMINATION AND PROFIT. AND -L OSS TRANSFER AGREEMENT OF NOVEMBER 2, 2004 BETWEEN LNFINEON TECHNOLOGIES AG (T HE CONTROLLING COMPANY) AND LNFINEON TECHNOLOGIES FINANCE GMBH, FORMERLY ACTIN G AS LNFINEON TECHNOLOGIES MANTEL 13 GMBH, MUNICH (THE CONTROLLED COMPANY, -IF TFI, WHICH IS WHOLLY OWNED BY LNFINEON TECHNOLOGIES AG AND LNFINEON TECHNOLOGI ES AG-S WHOLLY-OWNED SUBSIDIARY INFINEON TECHNOLOGIES HOLDING B.V., ROTTERDAM, BE APPROVED; THE PRINCIPAL TERMS OF THE AGREEMENT ARE AS FOLLOWS: - IFTF PUTS ITS MANAGEMENT UNDER THE CONTROL OF INFINEON TECHNOLOGIES AG, WHICH IS AUTHOR IZED TO ISSUE INSTRUCTIONS TO IFTF; - INFINEON TECHNOLOGIES AG SHALL ABSORB TH E ANNUAL NET PROFIT OF IFTF THAT WOULD BE ACHIEVED WITHOUT ANY PROFIT TRANSFER , MINUS THE ALLOCATION TO OTHER RETAINED EARNINGS, FROM OCTOBER 1, 2004. THE O THER RETAINED EARNINGS ARE TO BE RELEASED AT THE REQUEST OF LNFINEON TECHNOLOG IES AG; RETAINED EARNINGS CREATED PRIOR TO THE DOMINATION AND PROFIT-AND-LOSS TRANSFER AGREEMENT MAY NOT BE TRANSFERRED; - IFTF MAY RETAIN EARNINGS ONLY INS OFAR AS FINANCIALLY JUSTIFIED FROM THE PERSPECTIVE OF REASONABLE BUSINESS ADMI NISTRATION PRINCIPLES; - INFINEON TECHNOLOGIES AG WILL REIMBURSE ANY ANNUAL NE T LOSS INCURRED BY IFIF FROM OCTOBER 1, 2004; SECTION 302 OF THE GERMAN STOCK CORPORATION ACT (AKTG) APPLIES AS APPROPRIATE TO THIS PROVISION; - THE AGREEME NT COMES INTO FORCE UNDER CIVIL LAW WITH THE PASSING OF THE APPROVAL RESOLUTIO NS BY THE SHAREHOLDERS-MEETING OF IFTF AND BY THE SHAREHOLDERS-MEETING OF INFI NEON TECHNOLOGIES AG AND ENTRY IN THE COMMERCIAL REGISTER OF IFTF AND APPLIES - WITH THE EXCEPTION OF THE RIGHT TO ISSUE INSTRUCTIONS - WITH RETROSPECTIVE E FFECT FROM OCTOBER 1, 2004. THE AGREEMENT MAY NOT BE TERMINATED BEFORE SEPTEMB ER 30, 2009; THEREAFTER IT MAY BE TERMINATED TO THE END OF EACH BUSINESS YEAR OF IFTF SUBJECT IN EACH CASE TO A PERIOD OF NOTICE OF ONE YEAR; THE SHAREHOLDE RS - MEETING OF ELF APPROVED THE DOMINATION AND PROFIT-AND-LOSS TRANSFER AGREE MENT ON NOVEMBER 2, 2004 IN NOTARIZED FORM; THE SHARES OF IFTF ARE HELD EXCLUS IVELY BY LNFINEON TECHNOLOGIES AG AND LNFINEON TECHNOLOGIES AG-S WHOLLY-OWNED SUBSIDIARY LNFINEON TECHNOLOGIES HOLDING B.V., ROTTERDAM. THE ABSENCE OF ANY E XTERNAL SHAREHOLDERS MEANS THAT INFINEON TECHNOLOGIES AG DOES NOT HAVE TO PAY ANY COMPENSATION (SECTION 304 AKTG) OR GUARANTEE ANY SETTLEMENT PAYMENTS (SECT ION 305 AKTG). THE AGREEMENT HAS BEEN REVIEWED BY PRICEWATERHOUSECOOPERS GMBH, BERTIN, WHICH WAS APPOINTED FOR THIS PURPOSE BY LG MUNICH AT THE REQUEST OF T HE TWO CONTRACTING PARTIES; THE FOLLOWING ARE HELD AVAILABLE FOR INSPECTION BY SHAREHOLDERS AT INFINEON TECHNOLOGIES AG, ST.-MARTIN-STR. 53, 81669 MUNICH, A ND AT THE BUSINESS PREMISES OF IFTF, ST.MARTIN-STR. 53, 81669 MUNICH: THE DOMI NATION AND PROFIT-AND-LOSS TRANSFER AGREEMENT; THE ANNUAL FINANCIAL STATEMENTS AND THE MANAGEMENT REPORTS OF THE COMPANIES ENTERING INTO THE AGREEMENT INSOF AR AS THESE DOCUMENTS HAVE TO BE PREPARED PURSUANT TO THE APPLICABLE STATUTORY PROVISIONS FOR EACH COMPANY S LAST THREE FISCAL YEARS; THE REPORT ON THE DOMI NATION AND PROFIT-AND-LOSS TRANSFER AGREEMENT PREPARED JOINTLY BY THE MANAGING BOARD OF INFINEON TECHNOLOGIES AG AND THE SENIOR MANAGEMENT OF IFTF; AND THE REPORT ON THE REVIEW PREPARED BY PRICEWATERHOUSECOOPERS GMBH. THESE DOCUMENTS WILL ALSO BE DISPLAYED AT THE ANNUAL GENERAL MEETING OF LNFINEON TECHNOLOGIES AG 7. AMENDMENTS OF THE ARTICLES OF ASSOCIATION: THE Management GERMAN FEDERAL GOVERNMENT IS CU RRENTLY IMPLEMENTING ITS 10-POINT PROGRAM TO IMPROVE CORPORATE GOVERNANCE AND INVESTOR PROTECTION ( ZUR STARKUNG DER UNTERNEHMENSINTEGRITAT UND DES ANLEGERS CHUTZES ). WE WELCOME THE OBJECTIVES OF THE PROGRAM WHOLEHEARTEDLY: SHAREHOLDE RS MUST BE ABLE TO RELY ON THE ACCURACY AND COMPLETENESS OF THE INFORMATION TH EY RECEIVE ABOUT COMPANIES. MANAGEMENT MUST ACT IN THE INTERESTS OF THE OWNERS OF THE COMPANY AND MAY NEVER MISLEAD THE OWNERS WITH FALSE INFORMATION; THE P UBLIC DISCUSSION, THE LAWS ALREADY PASSED AND THE DRAFTS OF THE LEGISLATION ST ILL IN PLANNING, HOWEVER, ADDRESS JUST THIS ONE ASPECT AND EVEN HERE FOCUS ONL Y ON THE INFORMATION ORIGINATING FROM THE COMPANY CONCERNED. THE DEBATE OFTEN FAILS TO ACKNOWLEDGE THAT POTENTIAL INVESTORS ALSO RECEIVE A WEALTH OF INFORMA TION ABOUT EACH PARTICULAR COMPANY THAT ORIGINATES NOT FROM THE COMPANY ITSELF BUT FROM OTHER PARTICIPANTS IN THE CAPITAL MARKET; THE FACT THAT A SHAREHOLDE R IS FIRST AND FOREMOST A PARTNER AND A CO-OWNER OF THE COMPANY IS ALSO FREQUE NTLY OVERLOOKED: THROUGH HIS OR HER INVESTMENT THE SHAREHOLDER ACTS TOGETHER W ITH HIS OR HER FELLOW SHAREHOLDERS TO RAISE THE VALUE OF THE COMPANY IN THEIR COMMON INTEREST AND THEREBY ALSO TO RAISE THE VALUE OF HIS OR HER INDIVIDUAL H OLDING. THIS COLLABORATIVE ASSOCIATION GIVES SHAREHOLDERS RIGHTS, BUT ALSO PRO VIDES THE FOUNDATION FOR THEIR DUTY OF FIDELITY, WHICH EQUATES ESSENTIALLY TO THE UNWRITTEN BUT UNIVERSALLY ACKNOWLEDGED OBLIGATION OF EACH SHAREHOLDER TO A CT WITH CONSIDERATION FOR THE COMPANY AND HIS OR HER FELLOW SHAREHOLDERS; WE W OULD LIKE TO SUBSTANTIATE THIS DUTY OF FIDELITY FOR SHAREHOLDERS WITH TWO NEW ADDITIONS, SECTION 3 PARAGRAPHS 1 AND 2, TO OUR ARTICLES OF ASSOCIATION IN ORD ER TO GIVE ALL SHAREHOLDERS A BETTER UNDERSTANDING OF THEIR RIGHTS AND OBLIGAT IONS; WE ALSO INTEND FOR THESE MEASURES TO PROTECT OUR SHAREHOLDERS, TO THE EX TENT PERMITTED BY LAW, AGAINST THE POSSIBILITY OF AN INDIVIDUAL SHAREHOLDER DI SREGARDING FELLOW SHAREHOLDERS AND THE COMPANY AND INSTEAD SEEKING TO OBTAIN S PECIAL BENEFITS TO THE DISADVANTAGE OF THE COMPANY S ASSETS. IT SHOULD, IN PAR TICULAR, BE IMPOSSIBLE FOR A SHAREHOLDER TO MISUSE A LEGAL DISPUTE WITH THE CO MPANY ABOVE AND BEYOND HIS OR HER LEGITIMATE CONCERNS IN ORDER PERSONALLY TO E NRICH HIMSELF OR HERSELF OR THIRD PARTIES. IF A SHAREHOLDER INFRINGES THE DUTY OF FIDELITY AND IF THE COMPANY SUSTAINS A LOSS AS A RESULT, THE SHAREHOLDER A CTING IN BREACH OF THE DUTY OF FIDELITY MUST MAKE GOOD THE LOSS INCURRED AND M UST DO SO PRIMARILY BY MEANS OF A CONTRIBUTION TO THE COMPANY SUCH THAT THIS C ONTRIBUTION BENEFITS ALL SHAREHOLDERS INDIRECTLY. THE PROPOSED AMENDMENT OF TH E ARTICLES OF ASSOCIATION DOES NOT RESTRICT THE LEGAL RIGHTS OF SHAREHOLDERS I N ANY WAY AND IN PARTICULAR HAS NO BEARING WHATSOEVER ON THEIR LEGAL RIGHT TO FULL AND ACCURATE INFORMATION AND TO COMPENSATION IN THE EVENT OF ANY CONTRAVE NTION OF THE COMPANY S DUTY TO PROVIDE FULL AND ACCURATE INFORMATION. IT IS OU R BELIEF, MOREOVER, THAT IT IS IN THE INTERESTS OF ALL SHAREHOLDERS, AS CO-OWN ERS OF THE COMPANY, IF ANY LEGAL DISPUTES BETWEEN SHAREHOLDERS AND THE COMPANY THAT MIGHT ARISE IN CONNECTION WITH THE PARTNERSHIP OR THE INVESTMENT IN THE COMPANY COULD BE RESOLVED IN THE COMPANY S ORDINARY PLACE OF JURISDICTION. THE PROVISION PROPOSED IN THE NEW SECTION 3 PARAGRAPH 3 OF OUR ARTICLES OF ASSOCI ATION PROMOTES, TO THE EXTENT PERMITTED BY LAW, THE GREATEST POSSIBLE CONCORDA NCE OF VERDICTS IN SITUATIONS WHERE MULTIPLE SIMILAR CASES ARE PROCEEDING IN P ARALLEL. THE REGULATION IS ALSO INTENDED, WHERE POSSIBLE, TO EXCLUDE THE POSSI BILITY OF A CLAIM BEING FILED AGAINST THE COMPANY WITH A COURT THAT IS REMOTE FROM THE FACTS OR LEGAL CIRCUMSTANCES INVOLVED AND THEREFORE CANNOT ENSURE EFF ICIENT PROCEEDINGS; WE PROPOSE, IN ADDITION, TO MAKE IT CLEAR IN THE ARTICLES OF ASSOCIATION THAT COMPANY ANNOUNCEMENTS ARE MADE IN THE ELECTRONIC VERSION O F THE GERMAN FEDERAL GAZETTE UNLESS OTHER PROVISIONS MANDATE THE USE OF OTHER MODES OF PUBLICATION; AMENDMENTS OF THE ARTICLES OF ASSOCIATION : THE SUPERVIS ORY BOARD AND THE MANAGING BOARD THEREFORE PROPOSE THAT THE FOLLOWING RESOLUTI ONS BE APPROVED: A. THE EXISTING SECTION 3 ( ANNOUNCEMENTS ) IS ANNULLED AND R EPLACED WITH THE FOLLOWING TEXT: SECTION 3 DUTY OF FIDELITY; PLACE OF JURISDI CTION (1) EVERY SHAREHOLDER, BY VIRTUE OF HIS OR HER INVOLVEMENT IN THE CORPO RATION, HAS A DUTY TO THE COMPANY AND FELLOW SHAREHOLDERS TO HAVE DUE REGARD F OR THE INTERESTS OF THE COMPANY AND TO REFRAIN FROM ANY ARBITRARY OR DISPROPOR TIONATE EXERCISE OF HIS OR HER RIGHTS. HE OR SHE MUST IN PARTICULAR TAKE CARE IN THE EVENT OF ANY LEGAL DISPUTE WITH THE COMPANY TO GIVE DUE CONSIDERATION T O THE CONCERNS OF THE COMPANY; (2) IF A SHAREHOLDER INFRINGES AGAINST THE DUTY OF FIDELITY EITHER THROUGH NEGLIGENCE OR, IN THE CASE OF EXERCISING VOTING RI GHTS, WITH INTENT, HE OR SHE SHALL BE LIABLE FOR COMPENSATION. IF AN INFRINGEM ENT OF THE DUTY OF FIDELITY CAUSES A FELLOW SHAREHOLDER TO SUFFER A LOSS SUCH THAT THE VALUE OF HIS OR HER INVESTMENT IS REDUCED AS A RESULT OF A LOSS IMPOS ED ON THE COMPANY, HE OR SHE MAY ONLY DEMAND COMPENSATION IN THE FORM OF THE M AKING GOOD OF THE LOSS IMPOSED ON THE COMPANY IN THE COMPANY S ASSETS. HE OR S HE MAY ONLY DEMAND COMPENSATION FOR THE LOSS IN VALUE OF THE INVESTMENT IN THE FORM OF A CONTRIBUTION TO HIS OR HER PRIVATE ASSETS IF THE COMPANY IS INSOLVE NT OR IN LIQUIDATION AND THE COMPENSATORY PAYMENT IS NOT REQUIRED FOR OTHER ME ASURES TO SATISFY CREDITORS OF THE COMPANY; (THE ACT OF SUBSCRIBING FOR OR PUR CHASING SHARES OR TEMPORARY CERTIFICATES MAKES THE SHAREHOLDER SUBJECT EXCLUSI VELY TO THE ORDINARY PLACE OF JURISDICTION OF THE COMPANY FOR ALL DISPUTES WIT H THE COMPANY OR ITS BODIES THAT ARISE IN CONNECTION WITH THE INVOLVEMENT IN T HE CORPORATION UNLESS PROHIBITED BY MANDATORY STATUTORY PROVISIONS, ESPECIALLY PROVISIONS GOVERNING JURISDICTIONS, APPLYING AT THE PLACE OF THE COMPANY DOMI CILE FROM TIME TO TIME. CLAUSE 1 ALSO APPLIES IN RESPECT OF DISPUTES RESULTING FROM THE SHAREHOLDER INVESTMENT AND THE ACQUISITION, HOLDING OR SURRENDER THE REOF; B. A NEW PARAGRAPH 4 IS TO BE ADDED TO SECTION 1 OF THE ARTICLES OF ASSO CIATION; THE TITLE OF SECTION 1 HAS ALSO TO BE CHANGED AS A RESULT; SECTION 1 REMAINS UNCHANGED IN ALL OTHER RESPECTS; THE AMENDED PARTS OF SECTION 1 ARE AS FOLLOWS: SECTION 1 COMPANY, DOMICILE, BUSINESS YEAR, ANNOUNCEMENTS ; (II) C OMPANY ANNOUNCEMENTS ARE MADE IN THE ELECTRONIC VERSION OF THE GERMAN FEDERAL GAZETTE (ELEKTRONISCHER BUNDESANZEIGER) UNLESS MANDATORY STATUTORY PROVISIONS REQUIRE THEM TO BE MADE IN THE PRINTED VERSION OF THE GERMAN FEDERAL GAZETTE O R IN OTHER MEDIA * PLEASE NOTE THE REVISED BLOCKING CONDITION Non-Voting COMMENT AS PER THE INFORMATION RE CEIVED FROM THE ISSUER COMPANY. THANK YOU * PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ MACQUARIE GOODMAN INDUSTRIAL TRUST EGM Meeting Date: 01/25/2005 Issuer: Q5701C106 ISIN: AU000000MGI8 SEDOL: 6389178 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 AMEND THE EXISTING MGI CONSTITUTION AND THE AMENDED Management For MGI CONSTITUTION WILL FACI LITATE THE STAPLING OF MGI UNITS TO MGM SHARES AND AUTHORIZE THE MGF TO CARRY OUT THE STEPS REQUIRED TO IMPLEMENT THE MERGER S.2 AUTHORIZE THE MGF TO CARRY OUT THE MERGER AND Management For DO ALL THINGS NECESSARY TO GIVE EFFECT TO THE TERMS OF THE MERGER IMPLEMENTATION AGREEMENT AND THIS RESOLUTION EFFECTIVELY CONSTITUTES A GENERAL APPROVAL OF THE MERGER AND THE GRANT OF AN AUTHORITY TO UNDERTAKE THE NECESSARY STEPS TO HAVE THE MERGER IMPLEMENTED * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ TOWER LTD SGM Meeting Date: 01/25/2005 Issuer: Q91555104 ISIN: NZTWRE0001S3 SEDOL: 6174299, 6175441, 6179249 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE, FOR THE PURPOSES OF AN ORDER OF THE Management For HIGH COURT OF NEW ZEALAND MADE ON 23 NOV 2004, THE COMPANIES ACT 1993 AND TOWER S CONSTITUTION, WITHOUT LIMITAT ION, THAT: A) THE TOWER TRANSFER ALL OF ITS SHARES IN AUSTRALIAN WEALTH MANAGE MENT LIMITED AWM TO TOWER SHAREHOLDERS, ON THE BASIS OF 0.2908 AWM SHARES FO R EVERY TOWER SHARE HELD; AWM SHARES WILL BE TRANSFERRED TO THOSE TOWER SHAREH OLDERS WHOSE ADDRESS IS RECORDED IN TOWER S SHARE REGISTER ON 14 FEB 2005 AS B EING IN NEW ZEALAND OR AUSTRALIA; TOWER WILL TRANSFER AWM SHARES FOR ALL OTHER TOWER SHAREHOLDERS TO A NOMINEE WHO WILL ENDEAVOUR TO SELL THEM AND ACCOUNT T O EACH SUCH TOWER SHAREHOLDER FOR THE PROCEEDS; B) THE TOWER ACQUIRE 0.1350 TO WER SHARES FOR EVERY TOWER SHARE HELD BY EACH TOWER SHAREHOLDER; C) THE TOWER CANCEL THOSE TOWER SHARES ACQUIRED AS ACQUIRED UNDER POINT (B); D) THE TOWER B E APPOINTED AS AUTHORIZED AGENT AND ATTORNEY FOR AND OF EACH TOWER SHAREHOLDER , TO EXECUTE ALL DOCUMENTS AND DO ALL THINGS WHICH TOWER REASONABLY CONSIDERS NECESSARY OR DESIRABLE TO BE EXECUTED OR DONE BY EACH SUCH TOWER SHAREHOLDER, TO EFFECT THE PROPOSAL, INCLUDING BUT NOT LIMITED TO: I) AGREEING TO BECOME A SHAREHOLDER OF AWM; AND II) ARRANGING FOR EACH SHAREHOLDER TO BE REGISTERED AS HOLDER OF AWM SHARES, PURSUANT TO SECTION 231 OF THE CORPORATIONS ACT 2001 (A USTRALIA); E) THE TOWER OR ANY OF ITS SUBSIDIARIES ENTER INTO A TRANSITION S ERVICES AGREEMENT WITH AWM OR ANY OF ITS SUBSIDIARIES TO PROVIDE AWM OR ANY OF ITS SUBSIDIARIES WITH ONGOING SERVICES FOR A LIMITED PERIOD OF TIME, ON C OMMERCIAL ARMS-LENGTH TERMS, AS ARE REASONABLY DETERMINED BY THE BOARD OF TOWE R 2. APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For S.1, FOR THE PURPOSES OF THE NEW ZEALAND EXCHANGE LIMITED NZX LISTING RULES AND TOWER S CONSTITUTION: A) THE ENTRY BY AWM AND TOWER INTO AN UNDERWRITING AGREEMENT WITH GUINNESS PEAT GROU P PLC GPG , UNDER WHICH IT WILL UNDERWRITE THE OFFER OF AWM SHARES UNDER THE ENTITLEMENTS OFFER, ON THE TERMS AS SPECIFIED; AND B) THE ALLOTMENT OF AWM SHA RES TO GPG OR ANY ASSOCIATED PERSON OF GPG IN ACCORDANCE WITH THE TERMS OF T HE UNDERWRITING AGREEMENT - ------------------------------------------------------------------------------------------------------------------------------------ MITCHELLS & BUTLERS PLC AGM Meeting Date: 01/26/2005 Issuer: G61614114 ISIN: GB0033839910 SEDOL: 3383991 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For THE YE 25 SEP 2004, TOGETHER WI TH THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. APPROVE THE REMUNERATION REPORT FOR THE YE 25 Management For SEP 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4.a RE-APPOINT MR. MIKE BRAMLEY AS A DIRECTOR OF Management For THE COMPANY 4.b RE-APPOINT MR. ROGER CARR AS A DIRECTOR OF THE Management For COMPANY 4.c RE-APPOINT MR. DRUMMOND HALL AS A DIRECTOR OF Management For THE COMPANY 5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY UNTIL THE NEXT GEN ERAL MEETING AT WHICH THE ACCOUNTS ARE TO BE LAID 6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For AGREE THE AUDITOR S REMUNERATION 7. AUTHORIZE THE DIRECTORS, PURSUANT TO AND IN ACCORDANCE Management For WITH SECTION 80 OF THE COMPANIES ACT, 1985 AND WITHIN THE TERMS OF ARTICLE 14 OF THE ARTICLES OF ASSO CIATION OF THE COMPANY, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINA L AMOUNT OF GBP 12,369,740; AUTHORITY EXPIRES EARLIER AT THE AGM IN 2006 OR 2 6 APR 2006 S.8 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL EXISTING AUTHORITY, TO ALLOT EQUITY SECURITIES WHOLLY FOR CASH PURSUANT TO ANY AUTHORITY IN FORCE UNDER SEC TION 80 OF THE COMPANIES ACT 1985 AND WITHIN THE TERMS OF ARTICLE 14 OF THE AR TICLES OF ASSOCIATION OF THE COMPANY, DISAPPLYING THE STATUTORY PRE-EMPTION RI GHTS SECTION 89(1) : I) IN CONNECTION WITH A RIGHTS ISSUE AS SPECIFIED; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,855,460 WHICH SHALL CEASE TO HAVE EFF ECT WITHOUT PREJUDICE TO ANY ALLOTMENT OF SECURITIES PURSUANT THERETO; AUTHOR ITY EXPIRES EARLIER AT THE AGM IN 2006 OR 26 APR 2006 S.9 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For WITH ARTICLE 11 OF THE COM PANY S ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF TH E COMPANIES ACT 1985 OF UP TO 52,389,740 ORDINARY SHARES OF 7.5P EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 7.5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED FR OM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 26 APR 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFT ER SUCH EXPIRY 10. APPROVE TO AMEND THE RULES OF THE SHORT TERM Management For DEFERRED INCENTIVE PLAN PLAN AN D AUTHORIZE THE BOARD OF DIRECTORS TO DO ALL THAT IS NECESSARY TO GIVE EFFECT TO THESE AMENDMENTS 11. AUTHORIZE: I) THE COMPANY, TO MAKE DONATIONS Management For TO EU POLITICAL ORGANIZATIONS UP TO AN AMOUNT OF GBP 50,000 AND TO INCUR EU POLITICAL EXPENDITURE UP TO AN AMOU NT OF GBP 50,000, AND II) MITCHELLS & BUTLERS RETAIL LTD, BEING A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS UP NT OF GBP 50,000; PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE NOT EXCEEDING GBP 50,000 DURING THE BEGINNING PERIOD; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM IN 2006 OR 26 APR 2006 - ------------------------------------------------------------------------------------------------------------------------------------ PUNCH TAVERNS PLC, BURTON UPON TRENT STAFFORDSHIRE AGM Meeting Date: 01/26/2005 Issuer: G73003108 ISIN: GB0031552861 SEDOL: 3155286 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE ANNUAL REPORT AND THE Management For FINANCIAL STATEMENTS OF THE COMP ANY FOR THE YE 21 AUG 2004 2. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 3. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For FOR THE YE 21 AUG 2004 4. DECLARE A FINAL DIVIDEND OF 6.1 PENCE PER ORDINARY Management For SHARE OF THE COMPANY 5. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT 19 85 1985 ACT : A) TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS IN AGGREGATE NOT EXCEEDING GBP 50,000; AND B) TO INCUR EU POLITICAL EXPENDITURE IN AGGREGA TE NOT EXCEEDING GBP 50,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS 6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 80 OF THE 1985 ACT, TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE 1985 ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 39,546 33% OF THE COMP ANY S ORDINARY SHARES IN ISSUE AS AT 01 DEC 2004; AUTHORITY EXPIRES THE EARLI ER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; AND THE DIR ECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PUR SUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 7. ELECT MR. ADRIAN FAWCETT AS A DIRECTOR OF THE Management For COMPANY 8. ELECT MR. JONATHAN PAVELEY AS A DIRECTOR OF THE Management For COMPANY 9. ELECT MR. MARTIN GLENN AS A DIRECTOR OF THE COMPANY Management For 10. ELECT MR. IAN FRASER AS A DIRECTOR OF THE COMPANY Management For 11. ELECT MR. ROBERT MCDONALD AS A DIRECTOR OF THE Management For COMPANY 12. ELECT MR. PHIL COX AS A DIRECTOR OF THE COMPANY Management For S.13 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 95 OF THE 1985 ACT, TO ALLOT EQUITY SECURITIES SECTION 94 OF TH E 1985 ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 6 AND/O R WHERE SUCH AN ALLOTMENT OF EQUITY CONSTITUTES AN ALLOTMENT OF EQUITY SECURIT IES BY VIRTUE OF SECTION 94(3A) OF THE 1985 ACT, DISAPPLYING THE STATUTORY PRE -EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE AL LOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH AN OFFER OF SUCH SECURITIE S BY WAY OF RIGHTS TO ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,991; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SE CURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE AUTHORITY CONFER RED HEREBY HAD NOT EXPIRED S.14 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 166 OF THE COMPANIES ACT 198 5 ACT, TO MAKE MARKET PURCHASES SECTION 163 OF THE 1985 ACT OF UP TO 25,039, 523 ORDINARY SHARES, AT A PRICE NOT LESS THAN THE NOMINAL VALUE OF SUCH SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR SUC H SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHO LLY OR PARTLY AFTER SUCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FRASER & NEAVE LTD AGM Meeting Date: 01/27/2005 Issuer: Y2642C122 ISIN: SG1O43912722 SEDOL: 6689458 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND THE AUDITED FINANCIAL STATEM ENTS FOR THE YE 30 SEP 2004 2. APPROVE A FINAL DIVIDEND OF 35 CENTS PER SHARE, Management For BEING AFTER DEDUCTION OF SINGA PORE TAX IN RESPECT OF THE YE 30 SEP 2004 3.a RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT, CHAPTER50, DR. MI CHAEL FAM AS A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE NEXT AGM OF THE COMPANY 3.b RE-APPOINT, PURSUANT TO SECTION 153(6) OF THE Management For COMPANIES ACT, CHAPTER 50, MR. L EE EK TIENG AS A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE NEXT AG M OF THE COMPANY 3.c RE-APPOINT MR. STEPHEN LEE AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATI ON 4. APPROVE THE DIRECTORS FEES OF SGD 547,000 PAYABLE Management For BY THE COMPANY FOR THE YE 3 0 SEP 2005 5. RE-APPOINT THE AUDITOR FOR THE ENSUING YEAR AND Management For AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, INSTRUMENTS) THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION DEEM FIT; AND B) NOTWITHSTANDING THE AUTHORITY CONFERRE D BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENTS MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED THAT : 1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURS UANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUM ENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE I SSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH SUB-PARAG RAPH (2) BELOW , OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER TH AN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATE D IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW ; 2) SUBJECT TO SUCH MANNER OF C ALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING L IMITED SGX-ST ) FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARE S THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE PERCENTAGE OF ISSUED S HARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR : I) NEW SHARES ARISING FR OM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS O R VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND II) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; 3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPA NY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR TH E TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST A ND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AUTHORITY E XPIRES EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE B Y WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 7. APPROVE TO ALLOT AND ISSUE FROM TIME TO TIME Management For SUCH NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EX ERCISE OF OPTIONS UNDER THE FRASER AND NEAVE, LIMITED EXECUTIVES SHARE OPTION SCHEME BY THE DIRECTORS 8. APPROVE TO OFFER AND GRANT OPTIONS IN ACCORDANCE Management Against WITH THE PROVISIONS OF THE FR ASER AND NEAVE, LIMITED EXECUTIVES SHARE OPTION SCHEME 1999 THE 1999 SCHEME AND TO ALLOT AND ISSUE SUCH NUMBER OF ORDINARY SHARES AS MAY BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE 1999 SCHEME, PROVIDED ALWAYS TH AT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE 1999 SCHEME SHA LL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 9. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ SIEMENS AG, MUENCHEN OGM Meeting Date: 01/27/2005 Issuer: D69671218 ISIN: DE0007236101 SEDOL: 0798725, 4617008, 5727973, 5735222, 5735233, 5735288, 5750399, 5751615 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO RECEIVE AND APPROVE THE REPORT OF THE SUPERVISORY Management BOARD 2. TO RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management AND THE CONSOLIDATED FI NANCIAL STATEMENTS, AS ADOPTED BY THE SUPERVISORY BOARD, TOGETHER WITH THE MAN AGEMENT S DISCUSSION AND ANALYSIS OF SIEMENS AG AND THE CONSOLIDATED GROUP FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004; THE MATERIALS REFERRED TO IN AGENDA ITEMS 1 AND 2 ARE AVAILABLE FOR INSPECTION ON THE INTERNET AT HTTP://WWW.SIEM ENS.COM/AGM AND AT THE REGISTERED OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH, AND NONNENDAMMALLEE 101, 13629 BERLIN; UPON REQUEST, A COPY WIL L BE SENT TO SHAREHOLDERS 3. TO CONSIDER AND VOTE UPON APPROPRIATION OF THE Management NET INCOME OF SIEMENS AG TO A D IVIDEND PAYMENT; THE SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE THAT THE FOLLOWING RESOLUTION BE APPROVED AND ADOPTED: THE UNAPPROPRIATED NET INCOME O F SIEMENS AG FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 AMOUNTS TO EUR 1,113 ,844,638.75; THIS NET INCOME SHALL BE USED TO PAY OUT A DIVIDEND OF EUR 1.25 O N EACH NO-PAR VALUE SHARE ENTITLED TO THE DIVIDEND; THE AMOUNT ATTRIBUTABLE TO SHARES OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) HELD IN TREASURY BY THE COMP ANY AT THE DATE OF THE ANNUAL SHAREHOLDERS MEETING SHALL BE CARRIED FORWARD 4. TO RATIFY THE ACTS OF THE MANAGING BOARD; THE Management SUPERVISORY BOARD AND THE MANAGI NG BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS OF THE MEMBE RS OF THE MANAGING BOARD IN FISCAL YEAR 2004 5. TO RATIFY THE ACTS OF THE SUPERVISORY BOARD; Management THE SUPERVISORY BOARD AND THE MAN AGING BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN TO THE ACTS OF THE ME MBERS OF THE SUPERVISORY BOARD IN FISCAL YEAR 2004 6. TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS Management OF THE ANNUAL AND CONSOLIDAT ED FINANCIAL STATEMENTS; THE SUPERVISORY BOARD PROPOSES THAT THE APPOINTMENT O F KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE SELLSCHAFT, BERLIN AND FRANKFURT ON MAIN, TO SERVE AS THE COMPANY S INDEPENDEN T AUDITORS OF THE ANNUAL AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIS CAL YEAR ENDING SEPTEMBER 30, 2005 BE RATIFIED 7. TO CONSIDER AND VOTE UPON AN ELECTION TO THE Management SUPERVISORY BOARD; DR. BAUMANN WH O WILL REACH THE RETIREMENT AGE ESTABLISHED BY THE BYLAWS OF THE SUPERVISORY B OARD IN 2005 WILL RESIGN AS A MEMBER OF THE SUPERVISORY BOARD WITH EFFECT FROM THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING. DR. V. PIERER, WHOSE OFFICE AS PRESIDENT OF THE MANAGING BOARD WILL ALSO END WITH EFFECT FROM THE CLOSE OF T HE ANNUAL SHAREHOLDERS MEETING, WILL STAND AS NOMINEE FOR ELECTION AS SHARE H OLDER REPRESENTATIVE TO FILL THE VACANCY CREATED BY DR. BAUMANN; THEREFORE, TH E SUPERVISORY BOARD PROPOSES THAT DR. JUR., DR.-LNG. E.H. HEINRICH V. PIERER, DIPL-VOLKSWIRT, ERLANGEN, PRESIDENT OF THE MANAGING BOARD AND CEO OF SIEMENS A G UNTIL THE CLOSE OF THE ANNUAL SHAREHOLDERS BE ELECTED TO THE SUPERVISORY BOA RD AS A REPRESENTATIVE OF THE SHAREHOLDERS WITH EFFECT FROM THE CLOSE OF THE A NNUAL SHAREHOLDERS MEETING FOR THE REMAINING TERM OF THE VACANCY LEFT BY DR. BAUMANN; THE SUPERVISORY BOARD FURTHER PROPOSES TO ELECT PROFESSOR DR. MICHAEL MIROW, MUNICH, DIPL.-WIRTSCHAFTSINGENIEUR, AS SUBSTITUTE MEMBER FOR DR. V. PI ERER SUBJECT TO THE PROVISO THAT HE SHALL BECOME A MEMBER OF THE SUPERVISORY B OARD IF DR. V. PIERER RESIGNS FROM THE SUPERVISORY BOARD BEFORE THE COMPLETION OF HIS TERM OF OFFICE, AND THAT HE SHALL BE REINSTATED AS SUBSTITUTE MEMBER A S SOON AS THE SHAREHOLDERS MEETING HAS ELECTED A SUCCESSOR FOR DR. V. PIERER IN THE EVENT OF HIS EARLY RESIGNATION; THE COMPOSITION OF THE SUPERVISORY BOAR D IS GOVERNED BY 96(1) AND 101 (1) OF THE GERMAN STOCK CORPORATION ACT (AKTG ) AND 7 (1), 1ST SENTENCE, NO. 3 OF THE GERMAN CODETERMINATION ACT (MITBESTG) . THE SHAREHOLDERS MEETING SHALL NOT BE BOUND TO CANDIDATE PROPOSALS 8. TO CONSIDER AND VOTE UPON A RESOLUTION AUTHORIZING Management THE ACQUISITION AND USE OF SIEMENS SHARES AND THE EXCLUSIONS OF SHAREHOLDERS PREEMPTIVE AND TENDER RIGH TS; DUE TO THE EXPIRATION OF THE AUTHORIZATION ADOPTED AT THE LAST ANNUAL SHAR EHOLDERS MEETING, THE MANAGING BOARD SHALL AGAIN BE AUTHORIZED TO ACQUIRE SIEM ENS SHARES AS A PURCHASE IN THE STOCK MARKET AND THROUGH A PUBLIC SHARE PURCHA SE OFFER; THE SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE THAT APPROVAL B E AND IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION: (A) THE COMPANY SHALL BE AU THORIZED TO ACQUIRE UP TO 10% OF ITS CAPITAL STOCK EXISTING AT THE DATE OF THE RESOLUTION. THE AGGREGATE OF SHARES OF STOCK OF SIEMENS AG ( SIEMENS SHARES ) ACQUIRED UNDER THIS AUTHORIZATION AND ANY OTHER SIEMENS SHARES PREVIOUSLY ACQ UIRED AND STILL HELD IN TREASURY BY THE COMPANY OR TO BE ATTRIBUTED TO THE COM PANY PURSUANT TO 71E OF THE GERMAN STOCK CORPORATION ACT (AKTG) SHALL AT NO TI ME EXCEED 10% OF THE THEN EXISTING CAPITAL STOCK; THIS AUTHORIZATION MAY BE IM PLEMENTED WHOLLY OR IN PART, ONCE OR SEVERAL TIMES, BY THE COMPANY OR ANY OF I TS SUBSIDIARIES, OR BY THIRD PARTIES ON BEHALF OF SIEMENS AG OR ITS SUBSIDIARI ES; THIS AUTHORIZATION SHALL BECOME EFFECTIVE AS OF MARCH 1, 2005 AND SHALL RE MAIN IN FULL FORCE AND EFFECT THROUGH JULY 26, 2006. THE AUTHORIZATION TO ACQU IRE SIEMENS SHARES AS APPROVED AT THE ANNUAL SHAREHOLDERS MEETING ON JANUARY 22, 2004 WILL TERMINATE ON THE EFFECTIVE DATE OF THIS NEW AUTHORIZATION; (B) A NY ACQUISITION OF SIEMENS SHARES SHALL BE EFFECTED AT THE DISCRETION OF THE MA NAGING BOARD EITHER (1) AS A PURCHASE IN THE STOCK MARKET OR (2) THROUGH A PUB LIC SHARE PURCHASE OFFER; (1) IF THE SIEMENS SHARES ARE ACQUIRED IN THE STOCK MARKET, THE PURCHASE PRICE PAID PER SIEMENS SHARE (EXCLUDING INCIDENTAL TRANSA CTION CHARGES) MAY NEITHER EXCEED NOR FALL BELOW THE MARKET PRICE OF A SIEMENS SHARE ON THE TRADING DAY AS DETERMINED AT THE OPENING AUCTION OF XETRA TRADIN G (OR A COMPARABLE SUCCESSOR TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE SIEM ENS SHARES ARE ACQUIRED THROUGH A PUBLIC SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY ISSUE A FORMAL OFFER OR (II) PUBLICLY SOLICIT SHAREHOLDERS TO SU BMIT OFFERS. THE PROVISIONS OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT; (I) IF A FORMAL OFFER IS PUBLIS HED BY THE COMPANY, THE COMPANY SHALL STATE THE APPLICABLE PURCHASE PRICE OR P URCHASE PRICE RANGE PER SHARE. IF A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE DECLARATIONS. THE PURC HASE OFFER MAY PROVIDE FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS, AND THE POSSIBILITY OF ADJUSTING THE PURCHASE PRICE RANGE DURING THE ACCEPTANCE PERIO D IF AFTER PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT MARKET PRICE FL UCTUATIONS DURING THE ACCEPTANCE PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE RANGE PER SIEMENS SHARE (EXCLUDING INCIDENTAL TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL BELOW THE MARKET PRICE OF A SIEMENS SHARE ON THE TRADING DAY AS DETERMINED AT THE OPENING AUCTION OF XETRA TRADING (OR A COMPARABLE SUCCESS OR TRADING SYSTEM) BY MORE THAN 10%; (2) IF THE SIEMENS SHARES ARE ACQUIRED TH ROUGH A PUBLIC SHARE PURCHASE OFFER, THE COMPANY MAY (I) PUBLICLY ISSUE A FORM AL OFFER OR (II) PUBLICLY SOLICIT SHAREHOLDERS TO SUBMIT OFFERS. THE PROVISION S OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WPUG) SHALL APPLY, IF AND WHERE RELEVANT; (I) IF A FORMAL OFFER IS PUBLISHED BY THE COMPANY, THE CO MPANY SHALL STATE THE APPLICABLE PURCHASE PRICE OR PURCHASE PRICE RANGE PER SH ARE. IF A PURCHASE PRICE RANGE IS STATED, THE FINAL PRICE SHALL BE DETERMINED FROM ALL AVAILABLE ACCEPTANCE DECLARATIONS. THE PURCHASE OFFER MAY PROVIDE FOR AN ACCEPTANCE PERIOD, TERMS AND CONDITIONS, AND THE POSSIBILITY OF ADJUSTING THE PURCHASE PRICE RANGE DURING THE ACCEPTANCE PERIOD IF AFTER PUBLICATION OF A FORMAL OFFER THERE ARE SIGNIFICANT MARKET PRICE FLUCTUATIONS DURING THE ACCE PTANCE PERIOD; THE PURCHASE PRICE OR PURCHASE PRICE RANGE PER SIEMENS SHARE (E XCLUDING INCIDENTAL TRANSACTION CHARGES) MAY NEITHER EXCEED NOR FALL BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS SHARE IN XETRA TRADING (OR A COMPARABLE SU CCESSOR TRADING SYSTEM) DURING THE LAST FIVE TRADING DAYS PRIOR TO THE RELEVAN T DATE BY MORE THAN 20%. THE RELEVANT DATE SHALL BE THE DATE ON WHICH THE FINA L MANAGING BOARD DECISION ABOUT THE FORMAL OFFER IS MADE. IN THE EVENT OF AN A DJUSTMENT OF THE OFFER, THE RELEVANT DATE SHALL BE REPLACED BY THE DATE ON WHI CH THE FINAL MANAGING BOARD DECISION IS MADE ABOUT THE ADJUSTMENT; IF THE NUMB ER OF SIEMENS SHARES TENDERED BY SHAREHOLDERS EXCEEDS THE TOTAL VOLUME OF SHAR ES WHICH THE COMPANY INTENDED TO REACQUIRE, THE SHAREHOLDERS RIGHT TO TENDER MAY BE EXCLUDED TO THE EXTENT THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE SI EMENS SHARES TENDERED. FURTHERMORE, THE TENDER OF SMALL LOTS OF UP TO 150 SIEM ENS SHARES PER SHAREHOLDER MAY RECEIVE PREFERENTIAL TREATMENT; (II) IF THE COM PANY PUBLICLY SOLICITS SUBMISSION OF OFFERS TO SELL SIEMENS SHARES, THE COMPAN Y MAY STATE IN ITS SOLICITATION A PURCHASE PRICE RANGE WITHIN WHICH OFFERS MAY BE SUBMITTED. THE SOLICITATION MAY PRO VIDE FOR A SUBMISSION PERIOD, TERMS AN D CONDITIONS, AND THE POSSIBILITY OF ADJUSTING THE PURCHASE PRICE RANGE DURING THE SUBMISSION PERIOD IF AFTER PUBLICATION OF THE SOLICITATION THERE ARE SIGN IFICANT MARKET PRICE FLUCTUATIONS DURING THE SUBMISSION PERIOD; UPON ACCEPTANC E, THE FINAL PURCHASE PRICE SHALL BE DETERMINED FROM ALL AVAILABLE SALES OFFER S. THE PURCHASE PRICE PER SIEMENS SHARE (EXCLUDING INCIDENTAL TRANSACTION CHAR GES) MAY NEITHER EXCEED NOR FALL BELOW THE AVERAGE CLOSING PRICE OF A SIEMENS SHARE IN XETRA TRADING (OR A COMPARABLE SUCCESSOR TRADING SYSTEM) DURING THE L AST FIVE TRADING DAYS PRIOR TO THE RELEVANT DATE BY MORE THAN 20%. THE RELEVAN T DATE SHALL BE THE DATE ON WHICH THE OFFERS ARE ACCEPTED BY SIEMENS AG; IF TH E NUMBER OF SIEMENS SHARES OFFERED FOR SALE EXCEEDS THE TOTAL VOLUME OF SHARES WHICH THE COMPANY INTENDED TO REACQUIRE, THE SHARE HOLDERS RIGHT TO TENDER MA Y BE EXCLUDED TO THE EXTENT THAT ACCEPTANCE SHALL BE IN PROPORTION TO THE SIEM ENS SHARES TENDERED. FURTHERMORE, THE ACCEPTANCE OF SMALL LOTS OF UP TO 150 SI EMENS SHARES PER SHAREHOLDER MAY RECEIVE PRIORITY CONSIDERATION; (C) THE MANAG ING BOARD SHALL BE AUTHORIZED TO ALSO USE SIEMENS SHARES REACQUIRED ON THE BAS IS OF THIS OR ANY PREVIOUSLY GIVEN AUTHORIZATION AS FOLLOWS: (1) SUCH STOCK MA Y BE RETIRED WITH THE APPROVAL OF THE SUPERVISORY BOARD WITHOUT REQUIRING AN A DDITIONAL RESOLUTION BY THE SHAREHOLDERS MEETING FOR SUCH RETIREMENT OR ITS I MPLEMENTATION; (2) SUCH STOCK MAY BE USED TO SATISFY THE COMPANY S OBLIGATIONS UNDER THE 1999 AND 2001 SIEMENS STOCK OPTION PLANS, BOTH AS AMENDED, IN ACCOR DANCE WITH THE RESOLUTIONS PASSED AT THE ANNUAL SHAREHOLDERS MEETINGS ON FEBR UARY 18, 1999 AND FEBRUARY 22, 2001. THE APPROVED KEY POINTS OF THESE STOCK OP TION PLANS CAN BE EXAMINED AS AN INTEGRAL PART OF THE NOTARIZED MINUTES OF THE ABOVE MEETINGS AT THE COMMERCIAL REGISTRIES IN BERLIN AND MUNICH. THEY CAN AL SO BE INSPECTED AT THE REGISTERED OFFICES OF SIEMENS AG, WITTELSBACHERPLATZ 2, 80333 MUNICH, AND NONNENDAMMALLEE 101, 13629 BERLIN, AND ON THE INTERNET AT H TTP://WWW.SIEMENS.COM/AGM. UPON REQUEST, A COPY WILL BE SENT TO SHAREHOLDERS . .. CONTINUING IN BELOW... 9. TO CONSIDER AND VOTE UPON ADJUSTMENTS TO SUPERVISORY Management BOARD REMUNERATION AND RE LATED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; RECENT JURISPRUDENCE OF THE G ERMAN FEDERAL COURT OF JUSTICE HAS RAISED THE QUESTION OF WHETHER STOCK-BASED COMPENSATION COMPONENTS OF SUPERVISORY BOARD REMUNERATION ARE LEGALLY PERMISSI BLE. TO MAKE THE STRUCTURE OF SUPERVISORY BOARD REMUNERATION AS TRANSPARENT AS POSSIBLE AND, AT THE SAME TIME, ACCOUNT FOR THIS UNCLEAR LEGAL SITUATION, THE REMUNERATION OF SUPERVISORY BOARD MEMBERS, EFFECTIVE FROM THE START OF THE CU RRENT FISCAL YEAR THAT BEGAN ON OCTOBER 1, 2004, SHALL CONSIST, APART FROM A F IXED COMPENSATION COMPONENT, ONLY OF VARIABLE COMPONENTS BASED ON EARNINGS PER SHARE BOTH OVER THE SHORT AND LONG TERM. CONCURRENTLY, THE CHANGED LIABILITY ENVIRONMENT CONFRONTING SUPERVISORY BOARD MEMBERS SHALL BE ACCOUNTED FOR BY AN EXPRESS PROVISION CONCERNING INSURANCE AGAINST SUCH RISKS TO THE EXTENT PERMI SSIBLE BY LAW; THEREFORE, THE SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE THAT APPROVAL BE AND IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION: (A) SECTION 17 OF THE ARTICLES OF ASSOCIATION SHALL BE REVISED TO READ AS FOLLOWS: 1. TH E MEMBERS OF THE SUPERVISORY BOARD SHALL RECEIVE (A) A FIXED COMPENSATION OF E UR 50,000 P.A.; (B) AN ANNUAL COMPENSATION BASED ON THE SHORT-TERM SUCCESS OF THE COMPANY IN THE AMOUNT OF EUR 150 PER EUR 0.01 OF EARNINGS PER SHARE AS DIS CLOSED IN THE CONSOLIDATED FINANCIAL STATEMENTS EXCEEDING A MINI MUM AMOUNT OF EUR 1.00. THE MINIMUM AMOUNT SHALL BE INCREASED ANNUALLY BY 10%, BEGINNING WI TH THE FISCAL YEAR STARTING ON OCTOBER 1, 2005; (C) A LONG-TERM COMPENSATION P AYABLE AFTER EXPIRATION OF THE THEN APPLICABLE FIVE-YEAR TERM OF THE SUPERVISO RY BOARD IN THE AMOUNT OF EUR 50,000. THE LONG-TERM COMPENSATION SHALL ONLY BE PAID IF EARNINGS PER SHARE AT THE END OF THE TERM OF OFFICE HAVE INCREASED BY MORE THAN 50% COMPARED TO THE BEGINNING OF THE TERM OF OFFICE; EARNINGS PER S HARE ON WHICH THE SUPERVISORY BOARD S REMUNERATION IS BASED ARE TO BE ADJUSTED FOR SIGNIFICANT EXTRAORDINARY RESULTS. MEMBERS OF THE SUPERVISORY BOARD WHO H AVE SERVED ON THE SUPERVISORY BOARD OR A COMMITTEE FOR ONLY PART OF THE FY OR TERM OF OFFICE SHALL RECEIVE A PRO RATA COMPENSATION FOR EVERY MONTH OF SERVIC E STARTED; 2. THE CHAIRMAN OF THE SUPERVISORY BOARD SHALL RECEIVE DOUBLE, AND EACH DEPUTY CHAIRMAN SHALL RECEIVE ONE AND ONE HALF TIMES THE AMOUNTS TO BE PA ID PURSUANT TO SUBSECTIONS 1(A) AND 1(B). THE CHAIRMAN S COMMITTEE, THE MEDIAT ION COMMITTEE, AND THE INVESTMENT COMMITTEE ARE NOT INCLUDED IN THIS CALCULATI ON; 3. THE REMUNERATION PURSUANT TO SUBSECTION 1(A) AND 1(B) SHALL BE PAYABLE AFTER THE CLOSE OF THE ANNUAL SHAREHOLDERS MEETING RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR THE FYE BEFORE THE MEETING. THE COMPANY SHALL REIMBURSE THE MEMBERS OF THE SUPERVISORY BOARD FOR EXPENSES INCURRED AND FOR SALES TAXES TO BE PAID ON THEIR REMUNERATION; AND 4. THE MEMBERS OF THE SUPERVISORY BOARD SHALL BE INDEMNIFIED BY THE COMPANY AGAINST THIRD PARTY CLAIMS TO THE EXTENT PERMISSIBLE BY LAW. FOR THIS PURPOSE, THE COMPANY PROVIDES A GROUP INSURANCE P OLICY FOR BOARD MEMBERS AND EMPLOYEES OF SIEMENS AG AND ITS SUBSIDIARIES WHICH COVERS PERSONAL LIABILITY FOR FINANCIAL LOSS ASSOCIATED WITH SUPERVISORY OR M ANAGEMENT FUNCTIONS . B. THE AMENDMENTS TO THE ARTICLE OF ASSOCIATION REFERRED TO IN AGENDA ITEM 9 (A) SHALL APPLY FOR THE FIRST TIME TO THE FY THAT BEGAN O N 1 OCT 2004. THE LONG-TERM COMPENSATION COMPONENT PURSUANT TO THE PROPOSED SE CTION 17, SUBSECTION 1(C) OF THE ARTICLE OF ASSOCIATION SHALL BE CALCULATED AN D GRANTED ON A PRO RATA BASIS FROM THAT DATE UNTIL THE EXPIRATION OF THE CURRE NT TERM OF, OFFICE, I.E., IT WILL BE PAYABLE PRO RATA FOR THE FIRST TIME AFTER THE SHAREHOLDER S MEETING RATIFYING THE ACTS OF THE SUPERVISORY BOARD FOR THE FY 2007 10. TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE Management AMEND THE ARTICLES OF ASSOCIATIO N TO ADJUST TO NEW LEGISLATION; THE HITHERTO REQUIRED PUBLICATION OF COMPANY N OTICES IN THE PRINTED VERSION OF THE GERMAN FEDERAL GAZETTE IS NO LONGER MANDA TORY IN EVERY CASE. THEREFORE SECTION 3 OF THE ARTICLES OF ASSOCIATION SHALL B E AMENDED TO ACCOUNT FOR THE FACT THAT NOTICES, IF PERMISSIBLE, SHALL NO LONGE R BE PUBLISHED IN THE PRINTED VERSION BUT EXCLUSIVELY IN THE ELECTRONIC VERSIO N OF THE GERMAN FEDERAL GAZETTE, TO REFLECT THE INTERESTS OF BOTH SHAREHOLDERS AND THE COMPANY IN A COST-EFFICIENT AND TRANSPARENT INFORMATION POLICY; THERE FORE, THE SUPERVISORY BOARD AND THE MANAGING BOARD PROPOSE THAT APPROVAL BE AN D IS HEREBY GIVEN TO THE FOLLOWING RESOLUTION: 3 OF THE ARTICLES OF ASSOCIATIO N SHALL BE AMENDED TO READ AS FOLLOWS: NOTICES OF THE COMPANY REQUIRED BY LAW OR THESE ARTICLES OF ASSOCIATION SHALL BE PUBLISHED IN THE ELECTRONIC GERMAN FEDERAL GAZETTE (BUNDESANZEIGER). IF ANOTHER FORM OF NOTICE SHOULD BE MANDATOR ILY REQUIRED, SUCH FORM SHALL REPLACE THE NOTICE IN THE ELECTRONIC GERMAN FEDE RAL GAZETTE * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE BE ADVISED THAT THESE SHARES OF SIEMENS Non-Voting AG ARE ISSUED IN REGISTERED F ORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU. 8.con ...CON T (3) SUCH STOCK MAY BE OFFERED FOR PURCHASE Non-Voting BY, AND TRANSFERRED TO, PE RSONS CURRENTLY OR FORMERLY EMPLOYED BY SIEMENS AG OR ANY OF ITS SUBSIDIARIES; (4) SUCH STOCK MAY BE USED TO SERVICE THE CONVERSION OR OPTION RIGHTS GRANTED BY SIEMENS AG OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE ISSUANCE OF B ONDS; THE AGGREGATE NUMBER OF SHARES TRANSFERRED UNDER THIS AUTHORIZATION MUST NOT EXCEED 10% OF THE CAPITAL STOCK AT THE TIME WHEN THE STOCK IS USED, PROVI DED THAT IT IS USED TO SERVICE CONVERSION OR OPTION RIGHTS ISSUED BY APPLYING, MUTATIS MUTANDIS, THE PROVISIONS OF 186 (3), 4TH SENTENCE, OF THE GERMAN STOC K CORPORATION ACT (AGAINST CONTRIBUTIONS IN CASH, WITH PREEMPTIVE RIGHTS OF SH AREHOLDERS EXCLUDED). THIS LIMIT INCLUDES SHARES ISSUED OR DISPOSED OF BY DIRE CT OR MUTATIS MUTANDIS APPLICATION OF THESE PROVISIONS DURING THE TERM OF THIS AUTHORIZATION AT THE TIME WHEN THE STOCK IS USED. THE LIMIT ALSO INCLUDES SHA RES THAT WERE ISSUED OR ARE TO BE ISSUED TO SERVICE BONDS WITH CONVERSION OR O PTION RIGHTS GRANTED IN ACCORDANCE WITH THE ABOVE PROVISIONS AT THE TIME WHEN THE STOCK IS USED; (D) THE SUPERVISORY BOARD SHALL BE AUTHORIZED TO USE SIEMEN S SHARES REACQUIRED BY THE COMPANY ON THE BASIS OF THIS OR ANY PREVIOUSLY GIVE N AUTHORIZATION AS FOLLOWS: SUCH SIEMENS SHARES MAY BE TRANSFERRED TO THE MEMB ERS OF THE MANAGING BOARD OF SIEMENS AG AS STOCK-BASED COMPENSATION WITH A BLO CKING PERIOD OF AT LEAST TWO (2) YEARS; IN THE CASE OF A COMMITMENT TO TRANSF ER SIEMENS SHARES AT A LATER DATE, ANY TIME SPAN BETWEEN COMMITMENT AND SETTLE MENT OF SUCH COMMITMENT BY THE COMPANY SHALL BE CREDITED AGAINST THE ABOVE-MEN TIONED MINIMUM BLOCKING PERIOD. FURTHER DETAILS REGARDING STOCK-BASED COMPENSA TION FOR MANAGING BOARD MEMBERS ARE DETERMINED BY THE SUPERVISORY BOARD; (E) T HE AUTHORIZATIONS PURSUANT TO PARAGRAPHS (C) AND (D) ABOVE MAY BE IMPLEMENTED ONCE OR SEVERAL TIMES, SEVERALLY OR JOINTLY, WHOLLY OR IN PART; (F) PREEMPTIVE RIGHTS OF SHAREHOLDERS REGARDING REACQUIRED SIEMENS SHARES SHALL BE EXCLUDED TO THE EXTENT TO WHICH SUCH SHARES ARE USED PURSUANT TO PARAGRAPH (C), SUBSECT IONS (2) THROUGH (4), AND PARAGRAPH (D) ABOVE * PLEASE NOTE THE REVISED WORDING OF THE AGENDA. Non-Voting THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ DR.ING. H.C. F.PORSCHE AG AGM Meeting Date: 01/28/2005 Issuer: D61577108 ISIN: DE0006937733 SEDOL: 4696784, 7101069 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY; YOU MAY APPLY FOR AN ENTRANCE CARD. THANK YOU 1. RECEIVE THE COMPANY S ANNUAL EARNINGS AND THE Non-Voting CONSOLIDATED EARNINGS AND THE RE PORT OF THE SUPERVISORY BOARD FOR 2003/2004 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting PROFIT OF EUR 244,000,000 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 3.94 PER ORDINARY SHARE; EUR 4 PER PREFERR ED SHARE; EUR 174,525,000 SHALL BE ALLOCATED TO THE REVENUE RESERVES; AND EX-D IVIDEND AND PAYABLE DATE: 31 JAN 2005 3. RATIFY THE ACTS OF THE MANAGING BOARD Non-Voting 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5.1 ELECT DR. FERDINAND OLIVER PORSCHE AS THE OFFICER Non-Voting OF THE SUPERVISORY BOARD 5.2 ELECT DR. H.C. WALTHER ZUEGEL AS THE OFFICER Non-Voting OF THE SUPERVISORY BOARD 6. APPROVE TO CHANGE ARTICLE 2 PART 1 OF THE STATUE Non-Voting 7. ELECT ERNST AND YOUNG AG, STUTTGART AS THE AUDITORS Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ EDP-ENERGIAS DE PORTUGAL SA, LISBOA EGM Meeting Date: 01/31/2005 Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING SEDOL: 4103596, 4104061 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ELECT THE AUDITOR AND THE ALTERNATE AUDITOR Management 2. RATIFY THE DIRECTOR S CO-OPTATION Management 3. ELECT 2 NEW DIRECTORS Management - ------------------------------------------------------------------------------------------------------------------------------------ NATIONAL AUSTRALIA BANK LTD AGM Meeting Date: 01/31/2005 Issuer: Q65336119 ISIN: AU000000NAB4 SEDOL: 0624604, 5709711, 6624330, 6624534, 6624608 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1.1 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management 2.1 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management 2.2 APPROVE THE STAGED REMOVAL OF MR. G. KRAEHE AS Management A DIRECTOR 2.3 APPROVE THE REMOVAL OF DR. K. MOSS AS A DIRECTOR Management 2.4 APPROVE THE STAGED REMOVAL OF DR. B. CLARK AS Management A DIRECTOR 2.5 APPROVE THE STAGED REMOVAL OF MR. M.J.G. THORN Management AS A DIRECTOR 2.6 APPROVE THE STAGED REMOVAL OF DR. E. TWEDDELL Management AS A DIRECTOR 2.7 APPROVE THE STAGED REMOVAL OF MR. P. DUNCAN AS Management A DIRECTOR 2.8 APPROVE THE STAGED REMOVAL OF MR. G. TOMLINSON Management AS A DIRECTOR 3.1 APPROVE TO CENSURE THE BOARD Management 3.2 APPROVE THE REQUEST TO SEARCH FOR THE CHAIRMAN Management 3.3 APPROVE THE REMOVAL OF MRS. C.M. WALTER AS A DIRECTOR Management 3.4 APPROVE THE STAGED REMOVAL OF MRS. C.M. WALTER Management AS A DIRECTOR 3.5 APPROVE THE STAGED REMOVAL OF DR. K. MOSS AS Management A DIRECTOR 3.6 APPROVE THE STAGED REMOVAL OF DR. B. CLARK AS Management A DIRECTOR 3.7 APPROVE THE STAGED REMOVAL OF MR. J.G. THORN Management AS A DIRECTOR 3.8 APPROVE THE STAGED REMOVAL OF MR. DR. E. TWEDDELL Management AS A DIRECTOR 3.9 APPROVE THE STAGED REMOVAL OF MR. P. DUNCAN AS Management A DIRECTOR 3.10 APPROVE THE STAGED REMOVAL OF MR. G. TOMLINSON Management AS A DIRECTOR 3.11 APPROVE THE STANDING FOR RE-ELECTION AS A DIRECTOR Management 3.12 APPROVE THE CALL TO FOREGO RETIREMENT ALLOWANCES Management 3.13 APPROVE THE CALL FOR STATEMENT BY DIRECTORS REGARDING Management RETIREMENT ALLOWANCES - ------------------------------------------------------------------------------------------------------------------------------------ NATIONAL AUSTRALIA BANK LTD AGM Meeting Date: 01/31/2005 Issuer: Q65336119 ISIN: AU000000NAB4 SEDOL: 0624604, 5709711, 6624330, 6624534, 6624608 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE CHAIRMAN S ADDRESS, A PRESENTATION Non-Voting Non-Vote Proposal BY THE MANAGING DIRECTOR & CHIE F EXECUTIVE OFFICER AND AN ADDRESS BY THE CHAIRMAN OF THE HUMAN RESOURCES COMM ITTEE 2. RECEIVE THE FINANCIAL REPORT AND THE DIRECTORS Non-Voting Non-Vote Proposal REPORT TOGETHER WITH THE AUDIT OR S REPORT FOR THE YE 30 SEP 2004 3.1 RE-ELECT MR. GRAHAM J. KRAEHE AS A DIRECTOR OF Management For THE NATIONAL, WHO RETIRES IN AC CORDANCE WITH ARTICLE 10.3 OF THE NATIONAL S CONSTITUTION 3.2.a ELECT MR. MICHAEL A. CHANEY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.b ELECT MR. ROBERT G. ELSTONE AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.c ELECT MR. AHMED FAHOUR AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 1 0.13 OF THE NATIONAL S CONSTITUTION 3.2.d ELECT MR. DANIEL T. GILBERT AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.e ELECT MR. PAUL J. RIZZO AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.f ELECT MS. JILLIAN S. SEGAL AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTIC LE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.g ELECT MR. MICHAEL J. ULLMER AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 10.13 OF THE NATIONAL S CONSTITUTION 3.2.h ELECT MR. G. MALCOLM WILLIAMSON AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH ARTICLE 10.13 OF THE NATIONAL S CONSTITUTION 4. APPROVE THAT MR. GEOFFREY TOMLINSON BE REMOVED Management For FROM OFFICE AS A DIRECTOR OF TH E NATIONAL AUSTRALIA BANK 5. APPOINT ERNST & YOUNG AS THE AUDITOR OF THE NATIONAL, Management For SUBJECT TO THE AUSTRALIA N SECURITIES & INVESTMENTS COMMISSION GRANTING THEIR APPROVAL TO THE RESIGNATI ON OF KPMG AS AUDITOR OF THE NATIONAL 6. APPROVE THE GRANT OF PERFORMANCE OPTIONS, PERFORMANCE Management For RIGHTS AND SHARES TO THE MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER, MR. J.M. STEWART AS SPECIFIED UN DER THE : NATIONAL AUSTRALIA BANK EXECUTIVE SHARE OPTION PLAN NO. 2; NATIONAL AUSTRALIA BANK PERFORMANCE RIGHTS PLAN; AND NATIONAL AUSTRALIA BANK STAFF SHAR E OWNERSHIP PLAN7 S.7 APPROVE THE TERMS AND CONDITIONS OF THE SELECTIVE Management For BUY-BACK SCHEME RELATING TO THE PREFERENCE SHARES ASSOCIATED WITH THE NATIONAL INCOME SECURITIES AS SPECIF IED * PLEASE NOTE THAT THE NATIONAL WILL DISREGARD Non-Voting Non-Vote Proposal ANY VOTES CAST ON: RESOLUTION 6 B Y ANY DIRECTOR OF THE NATIONAL OR NAY OF THEIR ASSOCIATES; AND RESOLUTION 7 BY ANY PERSON WHO HOLDS PREFERENCE SHARES ASSOCIATED WITH THE NATIONAL INCOME SE CURITIES AND WHOSE PREFERENCE SHARES MAY THEREFORE BE BOUGHT BACK, OR BY ANY O F THOSE PERSON ASSOCIATES. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA EGM Meeting Date: 01/31/2005 Issuer: T9471R100 ISIN: IT0003242622 BLOCKING SEDOL: B01BN57, B05PS27 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AMEND THE BYLAW, IN ORDER TO COPE WITH THE PRIME Management MINISTER LAW DECREE S RESOLUT IONS NATIONAL ELECTRIC NETWORK PROPERTY AND MANAGEMENT UNIFICATION ; AND AMEN D THE ARTICLE 1.1, 4.1, 6.4, 13.1, 14.3, 16.1 AND 24.1 OF THE BY LAW, TO INTRO DUCE A NEW ARTICLE 15, SUBSEQUENTLY RENUMBERING THE BY LAW * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 01 FEB 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ DATACRAFT ASIA LTD AGM Meeting Date: 02/01/2005 Issuer: Y1997C109 ISIN: SG1A79009654 SEDOL: 5563218, 6246831 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS FOR THE FYE 3 0 SEP 2004, TOGETHER WITH THE AUDITORS REPORT THEREON 2. RE-ELECT DR. SEET AI MEE AS A DIRECTOR, WHO RETIRES Management For UNDER THE PROVISIONS OF AR TICLE 104 OF THE ARTICLES OF ASSOCIATION AND WILL REMAIN AS A MEMBER OF THE AU DIT COMMITTEE IF ELECTED AS A DIRECTOR 3. RE-ELECT MR. WILLIAM BRUCE GRAHAME PADFIELD AS Management For A DIRECTOR, WHO RETIRES UNDER T HE PROVISIONS OF ARTICLE 104 OF THE ARTICLES OF ASSOCIATION 4. RE-ELECT MR. JEREMY JOHN ORD AS A DIRECTOR, WHO Management For RETIRES UNDER THE PROVISIONS O F ARTICLE 108 OF THE ARTICLES OF ASSOCIATION 5. RE-ELECT MR. JOSUA MALHERBE AS A DIRECTOR, WHO Management For RETIRES UNDER THE PROVISIONS OF ARTICLE 108 OF THE ARTICLES OF ASSOCIATION 6. RE-APPOINT MR. FRANK YUNG-CHENG YUNG AS A DIRECTOR, Management For WHO RETIRES UNDER SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50 7. APPROVE TO PAY THE DIRECTORS FEES OF SGD 375,000 Management For FOR THE FY FROM 01 OCT 2004 TO 30 SEP 2005 8. RE-APPOINT MESSRS DELOITTE & TOUCHE AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTOR S TO FIX THEIR REMUNERATION * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal 9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50 AND THE RULES OF THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES T RADING LIMITED SGX-ST : I) TO: I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE ; AND/OR II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE OR EXCHANGE ABLE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT; AND II) NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE TO ISSUE SHARES IN PURSUANCE OF ANY INSTRUMEN T MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDE D THAT: 1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLU TION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTE D PURSUANT TO THIS RESOLUTION BUT EXCLUDING SHARES WHICH MAY BE ISSUED PURSUAN T TO ANY ADJUSTMENTS EFFECTED UNDER ANY RELEVANT INSTRUMENT , DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WI TH SUB-POINT 2) BELOW , OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED O THER THAN ON A PRO RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY INCLUDING SH ARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION BUT EXCLUDING SHARES WHICH MAY BE ISSUED PURSUANT TO ANY ADJUSTMEN TS EFFECTED UNDER ANY RELEVANT INSTRUMENT DOES NOT EXCEED 20% OF THE ISSUED S HARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH SUB-POINT 2) BEL OW ; 2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SGX -ST FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER SUB-POINT 1) ABOVE: I) THE PERCENTAGE OF ISSUED SHARE CAPITAL SH ALL BE CALCULATED BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE D ATE OF THE PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR: (AA) NEW SHARES ARI SING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES AND SHARE O PTIONS THAT HAVE BEEN ISSUED PURSUANT TO ANY PREVIOUS SHAREHOLDER APPROVAL AND WHICH ARE OUTSTANDING AS AT THE DATE OF THE PASSING OF THIS RESOLUTION; AND ( BB) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; AND II) IN RELATION TO AN INSTRUMENT, THE NUMBER OF SHARES SHALL BE TAKEN TO BE THAT NUMBER AS WO ULD HAVE BEEN ISSUED HAD THE RIGHTS THEREIN BEEN FULLY EXERCISED OR EFFECTED O N THE DATE OF THE MAKING OR GRANTING OF THE INSTRUMENT; 3) IN EXERCISING THE A UTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVI SIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGXST AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES EARLIER AT THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COM PANY IS REQUIRED BY LAW TO BE HELD 10. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against FROM TIME TO TIME IN ACCORD ANCE WITH THE PROVISIONS OF THE DATACRAFT ASIA SHARE OPTION SCHEME 2003 SCHE ME 2003 , AND PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CAP. 50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPA NY THE SCHEME SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERC ISE OF OPTIONS GRANTED UNDER THE DATACRAFT ASIA SHARE OPTION SCHEME AND SCHEME 2003 AND TO DO ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY OR EXPEDIENT TO C ARRY THE SAME INTO EFFECT, PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF SCHEME SHARES SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM T IME TO TIME 11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED TO BE ALLOTTED AND ISSUED PURSUANT TO THE DATACRAFT SCRIP DIVIDEND SCHEME - ------------------------------------------------------------------------------------------------------------------------------------ IMPERIAL TOBACCO GROUP PLC AGM Meeting Date: 02/01/2005 Issuer: G4721W102 ISIN: GB0004544929 SEDOL: 0454492, 5919974 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS FOR THE FYE 30 SEP 2004, Management For TOGETHER WITH THE DIRECTORS AND THE AUDITORS REPORTS THEREON 2. RECEIVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE FYE 30 SEP 2004, TOGETHER W ITH THE AUDITORS REPORT THEREON 3. DECLARE THE FINAL DIVIDEND FOR THE FYE 30 SEP Management For 2004 OF 35 PENCE PER ORDINARY SH ARE OF 10 PENCE EACH PAYABLE ON 18 FEB 2005 TO THOSE SHAREHOLDERS ON THE REGIS TER AT THE CLOSE OF BUSINESS ON 21 JAN 2004 4. RE-ELECT MR. A.G.L. ALEXANDER AS A DIRECTOR OF Management For THE COMPANY 5. RE-ELECT MR. D.C. BONHAM AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. G. DAVIS AS A DIRECTOR OF THE COMPANY Management For 7. RE-ELECT MR. R. DYRBUS AS A DIRECTOR OF THE COMPANY Management For 8. RE-ELECT MS. S. MURRAY AS A DIRECTOR OF THE COMPANY Management For 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For OF THE AUDITORS 11.a AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT T HE ACT , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITI CAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A O F THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 01 AUG 2006 ; 11.b AUTHORIZE THE IMPERIAL TOBACCO LIMITED, IN ACCORDANCE Management For WITH SECTION 347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCU R EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN SEC TION 347A OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006 11.c AUTHORIZE THE IMPERIAL TOBACCO INTERNATIONAL Management For LIMITED, IN ACCORDANCE WITH SECTI ON 347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATI ON AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONC LUSION OF THE NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006 11.d AUTHORIZE VAN NELLE TABAK NEDERLAND B.V. INCORPORATED Management For IN NETHERLANDS , BEING A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D OF T HE COMPANIES THE ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO IN CUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN S ECTION 347A OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF TH E NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006 11.e AUTHORIZE JOHN PLAYERS & SONS LIMITED, BEING Management For A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D OF THE COMPANIES THE ACT, TO MAKE DON ATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A OF THE ACT; AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006 11.f AUTHORIZE REEMTSMA CIGARETTENFABRIKEN GMBH INCORPORATED Management For IN GERMANY , BEING A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D OF THE COMPANIES THE ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCU R EU POLITICAL EXPENDITURE GBP 25,000 IN TOTAL AS DEFINED IN SECTION 347A OF T HE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM TO BE HELD IN 2006 OR 01 AUG 2006 11.g AUTHORIZE ETS L. LACROIX FILS NV/SA INCORPORATED Management For IN BELGIUM , BEING A WHOLLY OWNED SUBSIDIARY OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D OF THE COMPAN IES THE ACT, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU PO LITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TOTAL AS DEFINED IN SECTION 34 7A OF THE ACT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AG M TO BE HELD IN 2006 OR 01 AUG 2006 12. APPROVE AND ADOPT THE RULES OF THE IMPERIAL TOBACCO Management For INTERNATIONAL SHARESAVE PL AN THE SHARESAVE PLAN AS SPECIFIED AND AUTHORIZE THE DIRECTORS TO MAKE ANY A MENDMENTS TO THE PLAN THAT THEY CONSIDER NECESSARY OR APPROPRIATE TO IMPLEMENT THE SHARESAVE PLAN AND COMPLY WITH OR TAKE ACCOUNT OF TAXATION, EXCHANGE CONT ROL OR SECURITIES LAWS OR REGULATIONS IN ANY JURISDICTION IN WHICH THE SHARESA VE PLAN IS OR IS INTENDED TO OPERATE INCLUDING AMENDMENTS TO OBTAIN THE APPROV AL OF ANY TAX AUTHORITY 13. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For SHARE MATCHING SCHEME 14. APPROVE THE RULES OF THE IMPERIAL TOBACCO GROUP Management For LONG TERM INCENTIVE PLAN 15. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AM OUNT OF GBP 24,300,000; AUTHORITY EXPIRES THE EARLIER AT THE CONCLUSION OF TH E NEXT AGM OF THE COMPANY OR 01 AUG 2006 ; AND THE DIRECTORS MAY ALLOT RELEVAN T SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.16 AUTHORIZE THE DIRECTORS, IN RELATION TO A SALE Management For OF SHARES WHICH IS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF IN THE FIRS T PARAGRAPH OF THIS RESOLUTION THE WORDS SUBJECT TO THE PASSING OF RESOLUTION 15 WERE OMITTED, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT T O THE AUTHORITY CONFERRED BY RESOLUTION 15, OR OTHERWISE IN THE CASE OF TREASU RY SHARES 162(3) OF THE ACT , DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS S ECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER AND OTHER PRO RAT A ISSUE IN FAVOR OF HOLDERS OF EQUITY SECURITIES WHERE THE EQUITY SECURITIES R ESPECTIVELY ATTRIBUTABLE TO THE INTEREST OF ALL SUCH HOLDERS ARE PROPORTIONATE TO THE RESPECTIVE NUMBER OF EQUITY SECURITIES HELD BY THEM BUT SUBJECT TO SUC H EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPE DIENT IN RELATION TO THE FRACTIONAL ENTITLEMENTS, TREASURY SHARES OR ANY LEGAL OR PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR ANY STOCK EXCHANGE IN ANY TERRITORY; B) UP TO AN AG GREGATE NOMINAL AMOUNT OF GBP 3,645,500 5% OF THE ISSUED SHARE CAPITAL ; AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 AUG 2006 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC H EXPIRY S.17 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO 72,900,000 ORDINARY SHAR ES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10 PE NCE EXCLUSIVE OF EXPENSES AND UP TO AN AMOUNT EQUAL TO 105% OF THE AVERAGE M IDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES TH E EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 AUG 2006 ; TH E COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ WOLTERS KLUWER NV OGM Meeting Date: 02/01/2005 Issuer: N9643A114 ISIN: NL0000395887 SEDOL: 5671519, 5671917, 5677238 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE CORPORATE GOVERNANCE Non-Voting 3. ANY OTHER BUSINESS Non-Voting 4. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ WOLTERS KLUWER NV OGM Meeting Date: 02/01/2005 Issuer: N9643A114 ISIN: NL0000395887 BLOCKING SEDOL: 5671519, 5671917, 5677238 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 215046 DUE TO CHANGE IN VO TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE CORPORATE GOVERNANCE Management 3. ANY OTHER BUSINESS Other 4. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ GETRONICS NV EGM Meeting Date: 02/02/2005 Issuer: N3537K130 ISIN: NL0000355923 BLOCKING SEDOL: 5971413, 5971424 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. APPROVE THE EXPLANATION BY THE SUPERVISORY BOARD Management ON THE INTENDED OFFER BY THE COMPANY FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES IN THE CAPITAL OF PINKR OCCADE N.V 3. APPROVE THE INTENDED OFFER FOR ALL ISSUED AND Management OUTSTANDING ORDINARY SHARES IN T HE CAPITAL OF PINKROCCARDE N.V 4. APPROVE THE INTENDED RIGHTS ISSUE Management 5. APPROVE TO EXTEND THE AUTHORITY OF THE BOARD Management OF MANAGEMENT TO ISSUE SHARES WIT H THE AUTHORITY TO LIMIT OR EXCLUDE THE STATUTORY PRE-EMPTION RIGHTS 6. ANY OTHER BUSINESS Other 7. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ PATRICK CORPORATION LTD AGM Meeting Date: 02/03/2005 Issuer: Q7376V104 ISIN: AU000000PRK4 SEDOL: 5996193, 6505048 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL REPORT, THE Non-Voting Non-Vote Proposal DIRECTORS REPORT AND THE AUDITO RS REPORT OF THE COMPANY AND ITS CONTROLLED ENTITIES FOR THE YE 30 SEP 2004 2.a RE-ELECT MR. EDWIN JOHN CLONEY AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY RO TATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 2.b ELECT MR. MAURICE JAMES AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC EGM Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING THE Management PROPOSED CANCELLATION OF SCHEM E SHARES FOR THE PURPOSE OF REORGANIZATION OF SHARE CAPITAL 2. ADOPT THE NEW ARTICLES OF THE COMPANY TO REPLACE Non-Voting THE EXISTING ARTICLES, CONDIT IONALLY UPON THE APPROVAL OF ANY VARIATION OF THE RIGHTS FOR ORDINARY SHARES A ND CONVERTIBLE SHARES IN SEPARATE CLASS MEETINGS - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC CRT Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING PROPOSED Management CANCELLATION OF SCHEME SH ARES FOR THE PURPOSE OF REORGANIZATION OF THE SHARE CAPITAL - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC SEP Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215452 DUE TO RECEIPT OF R ECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. E.1 APPROVE AND SANCTION THE VARIATION OF RIGHTS Management For EFFECTED BY THE SCHEME BECOMING E FFECTIVE OR BY THE ADOPTION OF NEW ARTICLES - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC EGM Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215153 DUE TO RECEIPT OF R ECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. 1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING THE Management For PROPOSED CANCELLATION OF SCHEM E SHARES FOR THE PURPOSE OF REORGANIZATION OF SHARE CAPITAL 2. ADOPT THE NEW ARTICLES OF THE COMPANY TO REPLACE Non-Voting Non-Vote Proposal THE EXISTING ARTICLES, CONDIT IONALLY UPON THE APPROVAL OF ANY VARIATION OF THE RIGHTS FOR ORDINARY SHARES A ND CONVERTIBLE SHARES IN SEPARATE CLASS MEETINGS - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC CRT Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215157 DUE TO RECEIPT OF R ECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. 1. APPROVE THE SCHEME OF ARRANGEMENT REGARDING PROPOSED Management For CANCELLATION OF SCHEME SH ARES FOR THE PURPOSE OF REORGANIZATION OF THE SHARE CAPITAL - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC EGM Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 215616 DUE TO CHANGE IN VO TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. S.1 APPROVE THAT, CONDITIONALLY UPON THE APPROVAL Management OF ANY VARIATION OR ABROGATION O F THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS OF ORDINARY SHARES 10 PENCE EACH IN THE CAPITAL OF THE COMPANY AND UPON THE APPRO VAL OF ANY VARIATION OR ABROGATION OF THEIR SIGHTS EFFECTED THEREBY AT A SEPAR ATE CLASS MEETING OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY, FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARR ANGEMENT AS SPECIFIED, OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CON DITION APPROVED OR IMPOSED BY THE COURT THE SCHEME , THE SCHEME ORDINARY SHAR ES AND SCHEME CONVERTIBLE SHARES EACH AS DEFINED IN THE SCHEME BE CANCELLED AND EXTINGUISHED AND THE CAPITAL OF THE COMPANY BE REDUCED BY AN AMOUNT EQUAL TO THE NOMINAL VALUE OF THE SCHEME ORDINARY SHARES AND THE SCHEME CONVERTIBLE SHARES, AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED BY AN AMOUNT E QUAL TO THE AGGREGATE OF ALL CASH PAYMENTS AS SPECIFIED PAID TO SCHEME SHARE HOLDERS AS SPECIFIED LESS THE NOMINAL VALUE OF THE SCHEME ORDINARY SHARES AN D SCHEME CONVERTIBLE SHARES, AND SUCH REDUCTION SHALL BE EFFECTED BY THE MAKIN G OF THE CASH PAYMENTS TO SCHEME SHAREHOLDERS IN ACCORDANCE WITH THE TERMS OF THE SCHEME S.2 ADOPT, CONDITIONALLY UPON THE APPROVAL OF ANY Management VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS OF ORDINAR Y SHARES 10 PENCE EACH IN THE CAPITAL OF THE COMPANY AND UPON THE APPROVAL OF ANY VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLA SS MEETING OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITA L OF THE COMPANY, WITH EFFECT FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED , THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY TO REPLACE IN THEIR ENTIRETY THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC SEP Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215617 DUE TO AN ADDITIONA L INFORMATION BY THE ISSUER COMPANY. ALL VOTES RECEIVED ON THE PREVIOUS MEETIN G WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. E.1 APPROVE THE SCHEME OF ARRANGEMENT AS SPECIFIED Management For OR WITH OR SUBJECT TO ANY MODIF ICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE HIGH COURT OF JUSTIC E IN ENGLAND AND WALES THE SCHEME AND ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY THE NEW ARTICLES , AND ANY VARIATION OR ABROGATION OF RIGHTS A TTACHED TO THE ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY INVOLVED IN, OR EFFECTED BY, THE PASSING OF THE SAID RESOLUTIONS OR BY THE SCH EME BECOMING EFFECTIVE OR BY THE ADOPTION OF THE NEW ARTICLES - ------------------------------------------------------------------------------------------------------------------------------------ ITV PLC EGM Meeting Date: 02/07/2005 Issuer: G4984A110 ISIN: GB0033986497 SEDOL: 3398649 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215980 DUE TO AN ADDITIONA L INFORMATION BY THE ISSUER COMPANY. ALL VOTES RECEIVED ON THE PREVIOUS MEETIN G WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * ITV DOES NOT HAVE SECURITIES LISTED ON ANY US Non-Voting Non-Vote Proposal STOCK EXCHANGE, BUT INHERITED US REPORTING OBLIGATIONS FOLLOWING THE MERGER OF GRANADA AND CARLTON. PLEASE NOT E THAT ONLY U.S. RESIDENTS OR FUNDS OWNED BY U.S. RESIDENTS ARE THOSE THAT NEE D TO VOTE THE RESOLUTIONS. THANK YOU. S.1 APPROVE THAT, CONDITIONALLY UPON THE APPROVAL Management For OF ANY VARIATION OR ABROGATION O F THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS OF ORDINARY SHARES 10 PENCE EACH IN THE CAPITAL OF THE COMPANY AND UPON THE APPRO VAL OF ANY VARIATION OR ABROGATION OF THEIR SIGHTS EFFECTED THEREBY AT A SEPAR ATE CLASS MEETING OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY, FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARR ANGEMENT AS SPECIFIED, OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CON DITION APPROVED OR IMPOSED BY THE COURT THE SCHEME , THE SCHEME ORDINARY SHAR ES AND SCHEME CONVERTIBLE SHARES EACH AS DEFINED IN THE SCHEME BE CANCELLED AND EXTINGUISHED AND THE CAPITAL OF THE COMPANY BE REDUCED BY AN AMOUNT EQUAL TO THE NOMINAL VALUE OF THE SCHEME ORDINARY SHARES AND THE SCHEME CONVERTIBLE SHARES, AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED BY AN AMOUNT E QUAL TO THE AGGREGATE OF ALL CASH PAYMENTS AS SPECIFIED PAID TO SCHEME SHARE HOLDERS AS SPECIFIED LESS THE NOMINAL VALUE OF THE SCHEME ORDINARY SHARES AN D SCHEME CONVERTIBLE SHARES, AND SUCH REDUCTION SHALL BE EFFECTED BY THE MAKIN G OF THE CASH PAYMENTS TO SCHEME SHAREHOLDERS IN ACCORDANCE WITH THE TERMS OF THE SCHEME S.2 ADOPT, CONDITIONALLY UPON THE APPROVAL OF ANY Management For VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLASS MEETING OF THE HOLDERS OF ORDINAR Y SHARES 10 PENCE EACH IN THE CAPITAL OF THE COMPANY AND UPON THE APPROVAL OF ANY VARIATION OR ABROGATION OF THEIR RIGHTS EFFECTED THEREBY AT A SEPARATE CLA SS MEETING OF THE HOLDERS OF CONVERTIBLE SHARES OF 10 PENCE EACH IN THE CAPITA L OF THE COMPANY, WITH EFFECT FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED , THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY TO REPLACE IN THEIR ENTIRETY THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ SODEXHO ALLIANCE SA, MONTIGNY-LE-BRETONNEUX OGM Meeting Date: 02/08/2005 Issuer: F84941123 ISIN: FR0000121220 BLOCKING SEDOL: 4818306, 5798355, 7062713, 7165504 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE AUDITORS AND APPROVE THE FINANCIAL STATEMENTS FOR THE 2003-2004 FY, AS WELL AS THE CONSOLIDATED FI NANCIAL STATEMENTS, SHOWING A NET PROFIT GROUP SHARE OF EUR 183,000,000.00; AN D GRANT PERMANENT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTI ES DURING THE SAID FY 2. APPROVE THE APPROPRIATION OF THE: PROFITS FOR Management THE FY OF EUR 87,490,294.00, INC REASED BY THE PRIOR RETAINED EARNINGS OF EUR 686,229,882.35 TOTAL: EUR 773,720 ,176.35 AS FOLLOWS: LEGAL RESERVE : EUR 1,939.00; GLOBAL DIVIDEND : EUR 111,31 8,489.10; CARRY FORWARD ACCOUNT: EUR 662,399,748.25 AND THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.70 PER SHARE; THIS DIVIDEND WILL BE PAID ON 04 MAR 2005 IN ACCORDANCE WITH THE PROVISIONS OF THE LAW 3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON THE RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLE L.225-38 OF THE FRENCH COMMERCIAL LAW AND APPROVE THESE A GREEMENTS 4. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE THE Management COMPANY S SHARES ON THE STOCK EX CHANGE, NOTABLY IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING CONDITIO NS: MAXIMUM PURCHASE PRICE : EUR 40.00, MAXIMUM NUMBER OF SHARES TO BE TRADED : 10% OF THE COMPANY CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRES ENT DELEGATION CANCELS AND REPLACES THE DELEGATION GIVEN IN RESOLUTION NUMBER 4 AT THE OGM OF 03 FEB 2004 5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management JEANBART AS A DIRECTOR FOR A P ERIOD OF 3 YEARS 6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management PERIGOT AS A DIRECTOR FOR A PERIOD OF 3 YEARS 7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARK Management TOMPKINS AS A DIRECTOR FOR A P ERIOD OF 3 YEARS 8. APPOINT MRS. PATRICIA BELLINGER AS A DIRECTOR Management FOR A PERIOD OF 3 YEARS 9. APPOINT MR. ROBERT BACONNIER AS A DIRECTOR FOR Management A PERIOD OF 3 YEARS 10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PETER Management THOMPSON AS A DIRECTOR FOR A PERIOD OF 3 YEARS 11. APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management PRICEWATERHOUSECOOPERS AUDI T AS THE STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS 12. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management FROTIEE AS A DEPUTY AUDITOR FOR A PERIOD OF 6 YEARS 13. APPROVE TO SET AN AMOUNT OF EUR 450,000.00 TO Management BE ALLOCATED TO THE DIRECTORS AS ATTENDANCE FEES 14. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management AN EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH ARE PRESCR IBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ------------------------------------------------------------------------------------------------------------------------------------ PREMIER FARNELL PLC EGM Meeting Date: 02/09/2005 Issuer: G33292106 ISIN: GB0003318416 SEDOL: 0331841, 5848885, B02SQL4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 AMEND THE ARTICLES OF ASSOCIATION RE:ENABLE THE Management For COMPANY TO TERMINATE ITS REPOR TING OBLIGATIONS UNDER THE US SECURITIES EXCHANGE ACT OF 1934 - ------------------------------------------------------------------------------------------------------------------------------------ GREENCORE GROUP PLC AGM Meeting Date: 02/10/2005 Issuer: G40866124 ISIN: IE0003864109 SEDOL: 0386410, 5013832 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For FOR THE YE 24 SEP 2004 TOGETHER W ITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 7.58 CENT PER SHARE Management For ON THE ORDINARY SHARES FOR THE YE 24 SEP 2004 3.a RE-APPOINT MR. GERALD M. CORBETT AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 3.b RE-APPOINT MR. SEAN P. FITZPATRICKAS AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION 3.c RE-APPOINT MR. DAVID M. SIMONS AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH T HE ARTICLES OF ASSOCIATION 3.d RE-APPOINT MR. DAVID A. SUGDEN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH T HE ARTICLES OF ASSOCIATION 3.e RE-APPOINT MR. EDMOND F. SULLIVAN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WIT H THE ARTICLES OF ASSOCIATION 4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS FOR THE YE 30 SEP 2005 5. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For SECTION 20 OF THE COMPAN IES ACT, 1983 UP TO AN AGGREGATE NOMINAL AMOUNT NOT EXCEEDING THE PRESENT AUT HORIZED UNISSUED CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE END OF 5 YE ARS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIR Y S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 23 AND 24(1) OF THE COMPANIES ACT 1983, TO ALLOT EQUITY SECURITIES SECTION 23 OF THE COMPANIES ACT 1983 FOR C ASH PURSUANT TO THE AUTHORITY CONFERRED BY ORDINARY RESOLUTION, DISAPPLYING TH E STATUTORY PRE-EMPTION RIGHTS SUB-SECTION (1) OF SECTION 23 , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGA TE NOMINAL VALUE EQUAL TO 5% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPA NY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD IN 2006 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC H EXPIRY S.7 AUTHORIZE THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES, Management For SUBJECT TO THE PROVISION S OF THE COMPANIES ACT 1990, TO MAKE MARKET PURCHASES SECTION 212 OF THE COMP ANIES ACT 1990 OF SHARE OF ANY CLASS OF THE COMPANY ON SUCH TERMS AND CONDITI ONS AND IN SUCH MANNER AS THE DIRECTORS MAY FORM TIME TO TIME, AT A MINIMUM PR ICE BE PAID FOR ANY SHARE SHALL BE THE NOMINAL VALUE OF THE SHARE AND NOT MORE THAN 105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LON DON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE: I) IF THERE SHALL BE MORE THAN 1 DEALING REPORTED FOR THE DA Y, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS TOOK PLACE; OR II) IF THER E SHALL BE ONLY 1 DEALING REPORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALIN G TOOK PLACE; OR III) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE CLOSING BID AND OFFER PRICES FOR THE DAY; AND IF THERE SHAL L BE ONLY A BID BUT NOT AN OFFER OR OFFER BUT NOT A BID PRICE REPORTED OR IF THERE SHALL NOT BE ANY BID OR OFFER PRICE REPORTED FOR ANY PARTICULAR DAY T HEN THAT DAY SHALL NOT COUNT AS ONE OF THE SAID 5 BUSINESS DAYS FOR THE PURPOS ES OF DETERMINING THE MAXIMUM PRICE; IF THE MEANS OF PROVIDING THE FOREGOING I NFORMATION AS TO DEALINGS AND PRICES BY REFERENCE TO WHICH THE MAXIMUM PRICE I S TO BE DETERMINED IS ALTERED OR IS REPLACED BY SOME OTHER MEANS, THEN A MAXIM UM PRICE SHALL BE DETERMINED ON THE BASIS OF THE EQUIVALENT INFORMATION PUBLIS HED BY THE RELEVANT AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHA NGE OR ITS EQUIVALENT; IF THE LONDON STOCK EXCHANGE PLC IS PRESCRIBED AS A REC OGNIZED STOCK EXCHANGE FOR THE PURPOSES OF SECTION 212 OF THE COMPANIES ACT 19 90 THEN WITH EFFECT FROM THE CLOSE OF BUSINESS ON THE DAY ON WHICH THE LONDON STOCK EXCHANGE PLC IS SO PRESCRIBED, THE AUTHORITY CONFERRED BY THIS RESOLUTIO N SHALL INCLUDE AUTHORITY TO MAKE MARKET PURCHASES OF SHARES ON THE LONDON STO CK EXCHANGE PLC PROVIDED THAT: I) ANY SUCH PURCHASE SHALL BE SUBJECT TO ANY RE QUIREMENTS OF THE LAWS OF THE UNITED KINGDOM OF GREAT BRITAIN AND THE NORTHERN IRELAND AS SHALL APPLY THERETO; AND II) THE MAXIMUM PRICE WHICH MAY BE PAID F OR ANY SHARES SO PURCHASED SHALL BE DETERMINED AS AFORESAID BUT DELETING THE R EFERENCE FROM THE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST AND INSERTING INSTE AD REFERENCE TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC AND D ELETING FROM THAT PARAGRAPH SUB-PARAGRAPH (III) AND INSERT A NEW ONE AND DELET E THE LAST LINE THEREOF THE REFERENCE TO THE IRISH STOCK EXCHANGE AND INSERT T HE REFERENCE TO THE LONDON STOCK EXCHANGE PLC; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE AGM OF THE COMPANY OR 09 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE E XECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.8 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 209 OF THE COMPANIES ACT 199 0, TO MAKE MARKET PURCHASES OF SHARES OF ANY CLASS OF THE COMPANY, AT A MINIMU M PRICE EQUAL TO 120% OF THE APPROPRIATE PRICE NOT MORE THAN 95% ABOVE THE AVE RAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EX CHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; I) IF THERE SHA LL BE MORE THAN ONE DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALINGS TOOK PLACE; OR II) IF THERE SHALL BE ONLY ONE DEALING REP ORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALING TOOK PLACE; OR III) IF THER E SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE CLOSING BI D ANY OFFER PRICES FOR HE DAY; AND IF THERE SHALL BE ONLY A BID BUT NOT ANY O FFER OR ANY OFFER BUT NOT A BID MARKET GUIDE PRICE REPORTED, OR IF THERE SH ALL NOT BE ANY BID OR OFFER PRICE REPORTED, FOR ANY PARTICULAR DAY THEN THAT D AY SHALL NOT COUNT AS ONE OF THE SAID 5 BUSINESS DAYS FOR THE PURPOSES OF DETE RMINING THE APPROPRIATE PRICE , IF THE MEANS OF PROVIDING THE FOREGOING INFORM ATION AS TO DEALINGS AND PRICES BY REFERENCE TO WHICH THE APPROPRIATE PRICE IT S TO BE DETERMINED IS ALTERED OR IS REPLACED BY SOME OTHER MEANS THEN THE APPR OPRIATE PRICE SHALL BE DETERMINED ON THE BASIS OF THE EQUIVALENT INFORMATION P UBLISHED BY THE RELEVANT AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHANGE OR ITS EQUIVALENT, AUTHORITY EXPIRES AT THE CLOSE OF BUSINESS ON THE DATE OF THE NEXT FOLLOWING AGM OF THE COMPANY OR 09 AUG 2006 ; THE COMPANY, B EFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL O R MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 9. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 5, PURSUANT TO A RTICLE 120(B) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, MAY OFFER TO HOLD ERS OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY THE RIGHTS TO ELECT TO RE CEIVE AN ALLOTMENT OF ADDITIONAL ORDINARY SHARES CREDITED AS FULLY PAID INSTEA D OF CASH IN RESPECT OF ALL OR PARTY OF ANY DIVIDEND OR DIVIDENDS FALLING TO B E DECLARED OR PAID AT THIS AGM OR AT ANY TIME PRIOR TO THE NEXT FOLLOWING AGM OF THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ TOWER LTD AGM Meeting Date: 02/10/2005 Issuer: Q91555104 ISIN: NZTWRE0001S3 SEDOL: 6174299, 6175441, 6179249 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * APPROVE THE CHAIRMAN S INTRODUCTION AND REVIEW Non-Voting Non-Vote Proposal * APPROVE THE GROUP MANAGING DIRECTOR S REVIEW Non-Voting Non-Vote Proposal * APPROVE THE SHAREHOLDER S DISCUSSION Non-Voting Non-Vote Proposal 1. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION FOR THE COMING YEAR 2.1 RE-ELECT DR. KEITH BARTON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 2.2 RE-ELECT MR. ANTHONY TONY GIBBS AS A DIRECTOR, Management For WHO RETIRES BY ROTATION 2.3 RE-ELECT DR. GARY WEISS AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder For PROPOSAL: RATIFY THE OVERPAY MENT OF THE DIRECTORS FEES MADE FROM THE DATE OF LISTING UNTIL AND INCLUDING THE FY 2002 S.4 AMEND THE COMPANY S CONSTITUTION Management For S.5 AMEND THE COMPANY S CONSTITUTION, WITH EFFECT Management Against FROM THE DAY AFTER THIS MEETING, BY INSERTING A REGULATION 3.4 TO AMEND THE APPLICATION OF NZSX LISTING RULE 7 .3.7A S.6 AMEND THE COMPANY S CONSTITUTION, WITH EFFECT Management Against FROM THE DAY AFTER THIS MEETING, BY INSERTING A REGULATION 6.10 TO EXTEND THE APPLICATION OF NZSX LISTING RULE 9.3.1 * ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ------------------------------------------------------------------------------------------------------------------------------------ IHC CALAND NV EGM Meeting Date: 02/11/2005 Issuer: N44062128 ISIN: NL0000360584 BLOCKING SEDOL: 4441155, 5848391, B02P068 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 04 FEB 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE SALE OF THE DUTCH SHIPYARDS Management 3. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management AN AUTHORIZATION TO EXECUTE THE N OTARIAL DEED OF AMENDMENT 4. APPROVE TO ADOPT ENGLISH LANGUAGE AS THE LANGUAGE Management FOR THE ANNUAL REPORT OF THE BOARD OF MANAGEMENT AND THE ANNUAL ACCOUNTS OF THE COMPANY 5. APPROVE TO PUBLICIZE THE MINUTES OF THE SHAREHOLDERS Management MEETING ON THE WEBSITE OF THE COMPANY 6. ANY OTHER BUSINESS Other 7. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ COMPASS GROUP PLC AGM Meeting Date: 02/14/2005 Issuer: G23296182 ISIN: GB0005331532 SEDOL: 0533153 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS OF Management For THE COMPANY FOR THE FYE 30 SEP 2 004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE THE REMUNERATION COMMITTEE S REPORT FOR Management For THE FYE 30 SEP 2004 3. DECLARE A FINAL DIVIDEND OF 6.2 PENCE PER SHARE Management For ON THE COMPANY S ORDINARY SHAR ES FOR THE FYE 30 SEP 2004 4. ELECT MR. STEVE LUCAS AS A DIRECTOR Management For 5. ELECT MR. ANDREW MARTIN AS A DIRECTOR Management For 6. RE-ELECT MR. PETER CAWDRON AS A DIRECTOR Management For 7. RE-ELECT MR. ALAIN DUPUIS AS A DIRECTOR Management For 8. RE-ELECT MR. VAL GOODING AS A DIRECTOR Management For 9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY 10. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 11. APPROVE THE RULES OF COMPASS GROUP PLC SHARE Management For BONUS MATCHING PLAN THE MATCHING PLAN AND AUTHORIZE THE DIRECTORS TO TAKE ALL ACTIONS WHICH THEY CONSIDER NEC ESSARY OR EXPEDIENT IN CONNECTION WITH THE IMPLEMENTATION OF THE MATCHING PLAN 12. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES TO Management For MAKE DONATIONS TO EU POLITICAL O RGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ANY SUCH DONATIO NS AND EXPENDITURE MADE BY THE COMPANY TOGETHER WITH THOSE MADE BY AN SUBSIDIA RY COMPANY SHALL NOT EXCEED IN AGGREGATE GBP 125,000; AUTHORITY EXPIRES AT TH E CONCLUSION OF NEXT AGM OF THE COMPANY 13. APPROVE, PURSUANT TO SECTION 121(2)(E) OF THE Management For COMPANIES ACT 1985 AND ARTICLE 4 1(D) OF THE COMPANY S ARTICLES OF ASSOCIATION, THE REDUCTION OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY FROM GBP 300,050,998 TO GBP 300,001,000 DIVIDED INTO 3,000,010,000 ORDINARY SHARES OF 10 PENCE EACH BY CANCELING EACH AUTHORIZ ED BUT UNISSUED NON-VOTING REDEEMABLE PREFERENCE SHARE OF GBP 1 IN THE CAPITAL OF THE COMPANY S.14 ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY Management For S.15 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94(2) AND SECTION 94(3A) OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 7 PASSED AT THE AGM OF THE COMPANY HELD ON 15 FEB 2002, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SEC TION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SE CURITIES A) IN CONNECTION WITH A ISSUE TO HOLDERS OF ORDINARY SHARES; AND B) U P TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10.7 MILLION CONSISTING OF 107 MILLION ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY; AUTHORITY EX PIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 13 MAY 2006 ; AND, AUTH ORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHOR ITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.16 AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For 45 OF THE COMPANY S ARTICLES OF A SSOCIATION AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT 1985, TO MA KE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 215,540,302 ORDINARY SHA RES REPRESENTING 10% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL OF 10 PE NCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM T HE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAY S; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COM PANY OR 13 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO P URCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER S UCH EXPIRY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ CONTACT ENERGY LTD AGM Meeting Date: 02/15/2005 Issuer: Q2818G104 ISIN: NZCENE0001S6 SEDOL: 6152529, 6158497 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For THE AUDITORS 2. ELECT MR. GRANT KING AS A DIRECTOR Management For 3. ELECT MR. BRUCE BEEREN AS A DIRECTOR Management For 4. ELECT MR. KAREN MOSES AS A DIRECTOR Management For 5. ELECT MR. TIMOTHY SAUNDERS AS A DIRECTOR Management For 6. ADOPT NEW CONSTITUTION Management For 7. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against APPROVE THE POLITICAL DONATI ONS 8. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against APPROVE THE DISCLOSER OF DON ATIONS, SPONSORSHIPS AND SIMILAR DISTRIBUTIONS IN CONTACT S ANNUAL REPORT - ------------------------------------------------------------------------------------------------------------------------------------ SEGA SAMMY HOLDINGS INC, TOKYO EGM Meeting Date: 02/15/2005 Issuer: J7028D104 ISIN: JP3419050004 SEDOL: B02RK08 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management For TO JPY 10,000,000,000 FROM THE PRESENT JPY 276,062,754,138 - ------------------------------------------------------------------------------------------------------------------------------------ EPCOS AG, MUENCHEN OGM Meeting Date: 02/16/2005 Issuer: D2491H100 ISIN: DE0005128003 SEDOL: 2718033, 5785993, 7158526 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE BE ADVISED THAT EPCOS AG SHARES ARE Non-Voting ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU . 1. RECEIVE THE PRESENTATION OF THE COMPANY S ANNUAL Management EARNINGS AND THE CONSOLIDATED EARNINGS AND THE REPORT OF THE SUPERVISORY BOARD OF THE BUSINESS YEAR 2003/20 04 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 46,932,000 AS FOL LOWS: EUR 46,932,000 SHALL BE CARRIED FORWARD 3. RATIFY THE ACTS OF THE MANAGING BOARD Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG Management WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN AND FRANKFURT AM MAIN AS THE AUDITORS FOR THE YEAR 2004/2005 6.1 ELECT DR. WOLF-DIETER BOPST AS A SUPERVISORY Management BOARD MEMBER 6.2 ELECT DR. JUERGEN HERAEUS AS A SUPERVISORY BOARD Management MEMBER 6.3 ELECT PROF. DR. ANTON KATHREIN AS A SUPEVISORY Management BOARD MEMBER 6.4 ELECT MR. JOACHIN REINHART AS A SUPERVISORY BOARD Management MEMBER 6.5 ELECT MR. KLAUS ZIEGLER AS A SUPERVISORY BOARD Management MEMBER 6.6 ELECT DR. UWERNST BUFE AS A SUBSTITUTE MEMBER Management * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA AND RECEIPT OF RECO RD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PRO XY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS IS A SECOND REVISION TO Non-Voting THIS MEETING TO REFLECT NO RECOR D DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PRO XY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ MATSUSHITA ELECTRIC WORKS LTD AGM Meeting Date: 02/18/2005 Issuer: J41207119 ISIN: JP3867600003 SEDOL: 5754421, 6572729 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROFIT APPROPRIATION FOR NO.98 TERM: Management For DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED AS JPY 7.50 PER SHARE JPY 13.75 ON A YEARLY BASIS 2. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For S ARTICLES OF INCORPORATION: THE FYE REPORTING SHALL BE CHANGED TO 31 MAR; THE COMPANY HAS PROPOSED TO ADD TO THE LIST OF ITS OBJECTIVES IN AN ATTEMPT TO DIVERSIFY ITS OVERALL BUSINESS OPE RATIONS 3.1 ELECT MR. KOUICHI HATANAKA AS A DIRECTOR Management For 3.2 ELECT MR. RYUUSUKE FUJIYAMA AS A DIRECTOR Management For 3.3 ELECT MR. AKIO TSUKIYAMA AS A DIRECTOR Management For 3.4 ELECT MR. HIROSHI HAYASHI AS A DIRECTOR Management For 3.5 ELECT MR. TATSUYA TERAOKA AS A DIRECTOR Management For 3.6 ELECT MR. TAKAO SHAMOTO AS A DIRECTOR Management For 3.7 ELECT MR. TAKESHI ISHIKAWA AS A DIRECTOR Management For 3.8 ELECT MR. YASUKAZU SEINO AS A DIRECTOR Management For 3.9 ELECT MR. JUNJI NOMURA AS A DIRECTOR Management For 3.10 ELECT MR. HIROSHI KIKUCHI AS A DIRECTOR Management For 3.11 ELECT MR. HIDEKI YAMAMOTO AS A DIRECTOR Management For 3.12 ELECT MR. TAKUMA YAMAMOTO AS A DIRECTOR Management For 3.13 ELECT MR. KAZUO TODA AS A DIRECTOR Management For 3.14 ELECT MR. MASAYOSHI HIKOSO AS A DIRECTOR Management For 3.15 ELECT MR. MITSUJI YUZUYAMA AS A DIRECTOR Management For 4.1 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management For MR. KAZUSHIGE NISHIDA, ACC ORDING TO THE COMPANY RULE 4.2 GRANT RETIREMENT ALLOWANCES TO THE RETIRED DIRECTOR Management For MR. TOSHIO TANABE, ACCORDI NG TO THE COMPANY RULE - ------------------------------------------------------------------------------------------------------------------------------------ WESFARMERS LTD EGM Meeting Date: 02/18/2005 Issuer: Q95870103 ISIN: AU000000WES1 SEDOL: 6948836 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal 1. APPROVE, IN ACCORDANCE WITH SECTION 256C(1) OF Management For THE CORPORATIONS ACT 2001 CTH , FOR THE SHARE CAPITAL OF THE COMPANY TO BE REDUCED BY PAYING SUM OF AUD 1.00 PER FULLY PAID ORDINARY SHARE ON ISSUE ON THE RECORD DATE TO EACH HOLDER OF F ULLY PAID ORDINARY SHARES IN THE COMPANY ON THE RECORD DATE S.2 AMEND THE RULE 83 OF THE COMPANY S CONSTITUTION Management For WITH EFFECT FROM THE CLOSE OF THE MEETING, BY DELETING THE PHRASE WITHIN THE PERIOD SPECIFIED IN THE LISTIN G RULES AND REPLACING IT WITH THE PHRASE ON OR BEFORE THE DATE THAT IS 35 BU SINESS DAYS BEFORE THE DATE OF THE GENERAL MEETING - ------------------------------------------------------------------------------------------------------------------------------------ KONAMI CORP EGM Meeting Date: 02/22/2005 Issuer: J35996107 ISIN: JP3300200007 SEDOL: 0849526, 5763483, 6087159, 6496681, B02HRB8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE MERGER AGREEMENT WITH KONAMI COMPUTER Management For ENTERTAINMENT STUDIO, KONAMI COMPUTER ENTERTAINMENT TOKYO, AND KONAMI COMPUTER ENTERTAINMENT JAPAN - ------------------------------------------------------------------------------------------------------------------------------------ Q P CORP AGM Meeting Date: 02/22/2005 Issuer: J64210123 ISIN: JP3244800003 SEDOL: 5878202, 6714509 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For 2.1 ELECT MR. Y. SUZUKI AS A DIRECTOR Management For 2.2 ELECT MR. S. HATANAKA AS A DIRECTOR Management For 2.3 ELECT MR. A. NAKASHIMA AS A DIRECTOR Management For 2.4 ELECT MR. K. ISHIKAWA AS A DIRECTOR Management For 2.5 ELECT MR. T. TATEBE AS A DIRECTOR Management For 2.6 ELECT MR. H. YAMAGAMI AS A DIRECTOR Management For 2.7 ELECT MR. I. SHIMA AS A DIRECTOR Management For 2.8 ELECT MR. M. HASEGAWA AS A DIRECTOR Management For 2.9 ELECT MR. M. ENDO AS A DIRECTOR Management For 2.10 ELECT MR. M. MIYAKE AS A DIRECTOR Management For 2.11 ELECT MR. K. SASAKI AS A DIRECTOR Management For 2.12 ELECT MR. A. OKUMURA AS A DIRECTOR Management For 2.13 ELECT MR. H. TACHIBANA AS A DIRECTOR Management For 3. GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS/AUDITORS Management Against - ------------------------------------------------------------------------------------------------------------------------------------ YUE YUEN INDUSTRIAL (HOLDINGS) LTD AGM Meeting Date: 02/24/2005 Issuer: G98803144 ISIN: BMG988031446 SEDOL: 6586537, 7538689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS FOR THE YE 30 SEP 2004 2. DECLARE A DIVIDEND OF HKD 0.46 PER SHARE FOR Management THE YE 30 SEP 2004 3. ELECT THE DIRECTORS AND AUTHORIZE THE BOARD OF Management DIRECTORS TO FIX THEIR REMUNERA TION 4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management OF DIRECTORS TO FIX THEIR REMUNER ATION 5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE OTHERWISE THA N PURSUANT TO A RIGHTS ISSUE OR THE EXERCISE OF SUBSCRIPTION RIGHTS UNDER THE SHARE OPTION SCHEME OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF TH E NEXT AGM OF THE COMPANY 5.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management ITS OWN SHARES DURING THE R ELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGU LATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITA L OF THE COMPANY IN ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AG M OF THE COMPANY 5.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management 5.B, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY REPURCHAS ED BY THE COMPANY PURSUANT TO RESOLUTION 5.B, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTIO N 5.A S.6 ADOPT THE NEW BY-LAWS OF THE COMPANY IN SUBSTITUTION Management FOR AND TO THE EXCLUSION OF THE EXISTING BY-LAWS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO DO ALL S UCH ACTS, DEEDS AND THINGS AS THEY SHALL, IN THEIR ABSOLUTE DISCRETION, DEEM F IT TO EFFECT THE FOREGOING - ------------------------------------------------------------------------------------------------------------------------------------ YUE YUEN INDUSTRIAL (HOLDINGS) LTD AGM Meeting Date: 02/24/2005 Issuer: G98803144 ISIN: BMG988031446 SEDOL: 6586537, 7538689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 215197 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DI RECTORS AND THE AUDITORS FOR THE YE 30 SEP 2004 2. DECLARE A DIVIDEND OF HKD 0.46 PER SHARE FOR Management For THE YE 30 SEP 2004 3.1 RE-ELECT MR. EDWARD Y. KU AS A DIRECTOR Management For 3.2 RE-ELECT MR. CHAN LU MIN AS A DIRECTOR Management For 3.3 RE-ELECT MR. JOHN J.D. SY AS A DIRECTOR Management For 3.4 RE-ELECT MR. SO KWAN LOK AS A DIRECTOR Management For 3.5 RE-ELECT MR. POON YIU KIN, SAMUEL AS A DIRECTOR Management For 3.6 RE-ELECT MISS. TSAIPEI CHUN, PATTY AS A DIRECTOR Management For 3.7 AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION Management For OF THE DIRECTORS 4. APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS TO FIX THEIR REMUNER ATION 5.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE OTHERWISE THA N PURSUANT TO A RIGHTS ISSUE OR THE EXERCISE OF SUBSCRIPTION RIGHTS UNDER THE SHARE OPTION SCHEME OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF TH E NEXT AGM OF THE COMPANY 5.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For ITS OWN SHARES DURING THE R ELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGU LATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITA L OF THE COMPANY IN ISSUE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AG M OF THE COMPANY 5.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For 5.B, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY REPURCHAS ED BY THE COMPANY PURSUANT TO RESOLUTION 5.B, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTIO N 5.A S.6 ADOPT THE NEW BY-LAWS OF THE COMPANY IN SUBSTITUTION Management For FOR AND TO THE EXCLUSION OF THE EXISTING BY-LAWS OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO DO ALL S UCH ACTS, DEEDS AND THINGS AS THEY SHALL, IN THEIR ABSOLUTE DISCRETION, DEEM F IT TO EFFECT THE FOREGOING - ------------------------------------------------------------------------------------------------------------------------------------ BARCO NV, KORTRIJK EGM Meeting Date: 02/25/2005 Issuer: B0833F107 ISIN: BE0003790079 BLOCKING SEDOL: 4704096, 4730381 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. 1. APPROVE THE REPORT BY THE MANAGEMENT ON ARTICLE Non-Voting 604 OF THE BELGIUM COMPANY COD E 2. APPROVE THE PROLONGATION OF THE AUTHORIZATION Management OF THE BOARD OF DIRECTORS TO ISS UE SHARES - AMEND THE ARTICLES OF ASSOCIATION 3. AUTHORIZE THE BOARD OF DIRECTORS TO USE THE ISSUED Management CAPITAL IN CASE OF TAKE-OVE R BID 4. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management AND SALE OWN SHARES 5. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management AND SELL SHARES IN THE COMPANY BY SUBSIDIARY COMPANIES 6. AMEND THE ARTICLES OF ASSOCIATION Management * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 21 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU * PLEASE NOTE THAT THIS IS A REVISION DUE TO AN Non-Voting ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DE CIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ NICHIREI CORP EGM Meeting Date: 02/25/2005 Issuer: J49764145 ISIN: JP3665200006 SEDOL: 5809042, 6640864 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 AMEND ARTICLES TO: AMEND BUSINESS LINES Management For 2 APPROVE TRANSFER OF COMPANY S REFRIGERATED WAREHOUSING Management For BUSINESS OPERATIONS TO WHOLLY-OWNED SUBSIDIARY NICHIREI LOGISTICS GROUP INC. 3 APPROVE TRANSFER OF COMPANY S BIOSCIENCE BUSINESS Management For OPERATIONS TO WHOLLY-OWNED SUBSIDIARY NICHIREI BIOSCIENCES INC. 4 APPROVE REORGANIZATION OF COMPANY S FOOD PROCESSING Management For BUSINESS OPERATIONS AS WHOLLY-OWNED SUBSIDIARY NICHIREI FOODS CO. 5 APPROVE REORGANIZATION OF COMPANY S MARINE AND Management For LIVESTOCK BUSINESS OPERATIONS AS WHOLLY-OWNED SUBSIDIARY NICHIREI FRESH CO. 6 APPROVE REORGANIZATION OF COMPANY S SHARED SERVICE Management For BUSINESS OPERATIONS AS WHOLLY-OWNED SUBSIDIARY NICHIREI PROSERVE INC. - ------------------------------------------------------------------------------------------------------------------------------------ BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA, BILBAO OGM Meeting Date: 02/26/2005 Issuer: E11805103 ISIN: ES0113211835 SEDOL: 0443694, 2882712, 5501906, 5503742, 5505157, 5766727, 5777570 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 27 FEB 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU` YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU 1. APPROVE THE APPROPIATION, OF THE ANNUAL ACCOUNTS Management For BALANCE SHEET, PROFIT AND LO SS ACCOUNT AND ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE BANCO BILBAOVIZ CAYA ARGENTARIA, S.A. AND ITS CONSOLIDATED FINANCIAL GROUP, APPLICATION OF EAR NINGS, DIVIDEND DISTRIBUTION, CORPORATE MANAGEMENT AND ALL THE AFOREMENTIONED WITH RESPECT TO THE FYE 31 DEC 2004 2. RATIFY AND RE-ELECT, WHEN APPROPIATE, THE MEMBERS Management For OF THE BOARD OF DIRECTORS 3. AUTHORIZE THE BOARD OF DIRECTORS FOR THE ISSUANCE Management For OF CORPORATE BONDS IN A MAXI MUM AMOUNT OF EUR 50.000.000.000 AND MODIFY THE AUTHORIZATION GRANTED BY THE GENERAL SHAREHOLDERS MEETING HELD ON 28 FEB 2004 4. AUTHORIZE THE COMPANY, TO ACQUIRE ITS TREASURY Management For STOCK, DIRECTLY OR THROUGH ITS GROUP COMPANIES, IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH COMPANY LAW LEY DE SOCIEDADES ANONIMAS , ESTABLISHING THE LIMITS OR REQUIREMENTS FOR THESE AC QUISITIONS AND WITH THE EXPRESS POWER OF REDUCING THE SHARE CAPITAL TO AMORTIS E TREASURY STOCK AND AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT THE RESOLU TIONS OF THE GENERAL MEETING IN THIS RESPECT, CANCELLING THE AUTHORIZATION GRA NTED BY THE GENERAL SHAREHOLDERS MEETING HELD ON 28 FEB 2004 5. RE-ELECT THE AUDITORS FOR FY 2005 Management For 6. AUTHORIZE TO THE BOARD OF DIRECTORS, WITH EXPRESS Management For RIGHT FOR ITS SUBSTITUTION, TO FORMALISE, CORRECT, INTERPRET AND IMPLEMENT RESOLUTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting Non-Vote Proposal CHANGE IN THE NOTE/COMMENT. IF YO U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ CORPORACION MAPFRE S A OGM Meeting Date: 02/26/2005 Issuer: E3449V117 ISIN: ES0124244C36 SEDOL: 7160628 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM THERE WILL BE A SEC OND CALL ON 27 FEB 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. APPROVE THE NON-CONSOLIDATED AND CONSOLIDATED Management For ANNUAL ACCOUNTS FOR FY 2004 AND THE DISTRIBUTION OF RESULTS PROPOSED BY THE BOARD OF DIRECTORS 2. APPROVE THE DISTRIBUTION OF A CASH DIVIDEND Management For 3. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management For 4. APPROVE THE RENOVATION OF THE BOARD OF DIRECTORS Management For 5. AMEND ARTICLE 17 OF THE CORPORATE STATUTES Management For 6. APPROVE THE UPDATE OF THE REPAYMENT OF BOARD Management For OF DIRECTORS MEMBERS 7. AUTHORIZE THE BOARD OF DIRECTORS TO MAKE INCREASE Management For OF CAPITAL WITH ESTABLISHED LIMIT IN ARTICLE 153 OF THE CORPORATE BY-LAWS 8. APPROVE TO RENEW THE APPOINTMENT OF THE AUDITORS Management For 9. APPROVE THE DELEGATION OF POWERS, SO THAT THE Management For AGREEMENTS REACHED IN THE MEETIN G CAN BE EXECUTED AND RAISED TO THE STATUS OF A PUBLIC DEED 10. APPROVE THE MINUTES OF THE MEETING OR APPOINTMENT Management For OF INSPECTORS - ------------------------------------------------------------------------------------------------------------------------------------ COSMOTE MOBILE TELECOMMUNICATIONS S A EGM Meeting Date: 02/28/2005 Issuer: X9724G104 ISIN: GRS408333003 BLOCKING SEDOL: 4499013 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE DISTRIBUTION OF RETAINED EARNINGS Management OF PREVIOUS FY, EUR 0.71 PER SHA RE 2. APPROVE THE DISTRIBUTION OF INTERIM DIVIDEND Management EUR 0.19 PER SHARE FOR FY 2004 3. AMEND THE ARTICLE 20 PARAGRAPH 2 AND ARTICLE Management 5 PARAGRAPH 1 OF THE COMPANY S AR TICLES OF THE ASSOCIATION AND APPROVE ITS CODIFICATION 4. APPROVE THE BASIC TERMS OF THE AGREEMENT WITH Management OTE FOR THE PROJECT OF PRINTING, ENVELOPING AND DELIVERY OF COSMOTE S BILLS TO ELTA FOR DISTRIBUTION ARTICLE 2 3A, C.L.2190.1920 5. APPROVE THE BASIC TERMS OF THE TECHNICAL SUPPORT Management AGREEMENT WITH OTE ARTICLE 23 A, C.L. 2190.1920 6. VARIOUS ANNOUNCEMENTS Management - ------------------------------------------------------------------------------------------------------------------------------------ ROCHE HLDG LTD AGM Meeting Date: 02/28/2005 Issuer: H69293217 ISIN: CH0012032048 SEDOL: 7110388, 7119158, 7618086 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU 1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2004 2. RATIFY THE ACTIONS TAKEN BY BOARD OF DIRECTORS Non-Voting MEMBERS IN 2004 3. APPROVE THE DISTRIBUTION OF AN ORDINARY DIVIDED Non-Voting OF CHF 2.00 GROSS PER SHARE AN D NON-VOTING EQUITY SECURITY 4.1 RE-ELECT PROF. JOHN BELL AS A DIRECTOR FOR A Non-Voting TERM OF 4 YEARS AS PROVIDED BY TH E ARTICLES OF ASSOCIATION 4.2 RE-ELECT MR. ANDRE HOFFMANN AS A DIRECTOR FOR Non-Voting A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES OF ASSOCIATION 4.3 RE-ELECT DR. FRANZ B. HUMER AS A DIRECTOR FOR Non-Voting A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES OF ASSOCIATION 5. RE-ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER Non-Voting SA AS THE STATUTORY AND THE GROU P AUDITORS FOR THE FY 2005 - ------------------------------------------------------------------------------------------------------------------------------------ NOVARTIS AG, BASEL AGM Meeting Date: 03/01/2005 Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING SEDOL: 7103065 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ NOVARTIS AG, BASEL AGM Meeting Date: 03/01/2005 Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING SEDOL: 7103065 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management OF NOVARTIS AG AND THE GRO UP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004 2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management 3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE A DIVIDEND; A TOTAL DIVIDEND PAYMENT OF CHF 2,610,034,767 IS EQUIVALENT TO A GROSS DIVIDEND OF CHF 1.05 PER REGISTERED SHARE OF CHF 0.50 N OMINAL VALUE ENTITLED TO DIVIDENDS, PAYMENT WILL BE MADE WITH EFFECT FROM 04 M AR 2005 4. APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 19,019,500, Management FROM CHF 1,388,605,000 TO CHF 1,369,585,500, THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES BE SU BSEQUENTLY CANCELLED AND AMEND THE RELEVANT CLAUSE IN THE ARTICLES OF INCORPOR ATION 5. AUTHORIZE THE BOARD OF DIRECTORS I) TO LAUNCH Management A FIFTH SHARE REPURCHASE PROGRAM TO A MAXIMUM AMOUNT OF CHF 4 BILLION, WITH THE AIM OF CANCELING THE SHARES BO UGHT BACK AND II) TO REPURCHASE FOR CANCELLATION OWN SHARES BEYOND THE LIMIT O F 10% OF THE SHARE CAPITAL OF NOVARTIS AG IN THE COURSE OF EITHER THE COMPLETI ON OF THE EXISTING FOURTH SHARE REPURCHASE PROGRAM OF CHF 3 BILLION OR THE IMP LEMENTATION OF THE FIFTH PROGRAM 6.1 RE-ELECT DR. H.C. BIRGIT BREUEL AS A BOARD OF Management DIRECTOR FOR A TWO-YEAR TERM 6.2 RE-ELECT PROF. DR. PETER BURCKHARDT AS A BOARD Management OF DIRECTOR FOR A THREE-YEAR TE RM EACH 6.3 RE-ELECT MR. ALEXANDRE F. JETZER AS A BOARD OF Management DIRECTOR FOR A THREE-YEAR TERM EACH 6.4 RE-ELECT MR. PIERRE LANDOLT AS A BOARD OF DIRECTOR Management FOR A THREE-YEAR TERM EACH 6.5 RE-ELECT PROF. DR. ULRICH LEHNER AS A BOARD OF Management DIRECTOR FOR A THREE-YEAR TERM EACH 7. APPOINT PRICEWATERHOUSECOOPERS AG, AS THE AUDITORS Management AND THE GROUP AUDITORS, FOR A FURTHER YEAR * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 206785, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ KBC BANCASSURANCE HOLDING SA, BRUXELLES EGM Meeting Date: 03/02/2005 Issuer: B5337G162 ISIN: BE0003565737 BLOCKING SEDOL: 4497749, 5892923, B05P4T6 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTAT IVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU 1. APPROVE THE ANNUAL ACCOUNTS AND ANNUAL REPORTS Non-Voting OF THE YEARS 2001 TILL 2004; AP PROVE TO MERGE AND AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE ISSUED CAP ITAL 2. APPROVE THE ANNOUNCEMENT OF THE MAJOR CHANGES Non-Voting IN THE CAPITAL OF THE COMPANY WI TH RESPECT TO THE MERGER 3. APPROVE TO MERGE Management 4. APPROVE TO INCREASE THE ISSUED CAPITAL OF THE Management COMPANY 5. APPROVE TO NULLIFY THE OWN SHARES Management 6. AMEND THE ARTICLES OF THE ASSOCIATION RELATED Management TO THE CAPITAL INCREASE AND NULL IFICATION OF OWN SHARES 7. APPROVE TO CHANGE THE NAME OF THE COMPANY INTO Management KBC GROUP 8. AMEND THE ARTICLES OF THE ASSOCIATION RELATED Management TO THE EXTENSION OF THE AUTHORIZ ATION OF THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL 9. APPROVE TO AMEND OTHER ARTICLES OF THE ASSOCIATION Management 10. APPROVE THE RESIGNATION AND APPOINTMENT OF BOARD Management MEMBERS 11. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT Non-Voting THE DECISIONS 12. GRANT AUTHORITY TO COORDINATE THE CHANGES TO Non-Voting THE AMENDMENTS TO THE ARTICLES OF THE ASSOCIATION 13. GRANT AUTHORITY TO ADOPT THE REGISTRATION OF Non-Voting THE COMPANY - ------------------------------------------------------------------------------------------------------------------------------------ CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL OGM Meeting Date: 03/03/2005 Issuer: H14405106 ISIN: CH0005819724 BLOCKING SEDOL: 5196744, 5583164 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. - ------------------------------------------------------------------------------------------------------------------------------------ CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL AGM Meeting Date: 03/03/2005 Issuer: H14405106 ISIN: CH0005819724 BLOCKING SEDOL: 5196744, 5583164 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216180, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, OF THE ANNUAL FINANCIAL Management STATEMENTS AND OF THE CONSO LIDATED STATEMENTS FOR 2004; ACKNOWLEDGE THE REPORTS OF THE AUDITORS AND OF TH E INDEPENDENT GROUP AUDITORS 2. APPROVE TO PAY A DIVIDEND OF CHF 1.00 GROSS Management CHF 0.65 NET PER SHARE AND TO CA RRY FORWARD THE REMAINING AMOUNT OF CHF 589,994,062 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE MANAGEMENT FROM LIABILITY FO R THEIR ACTIVITIES IN 2004 4. APPROVE: A) TO CANCEL 1,762,000 SHARES REPURCHASED Management UNDER THE SHARE BUYBACK PRO GRAM APPROVED BY THE BOARD OF DIRECTORS AND REDUCE THE SHARE CAPITAL OF THE CO MPANY FROM CHF 212,479,851 BY CHF 5,286,000 TO CHF 207,193,851; B) TO DECLARE, AS A RESULT OF SPECIAL AUDIT REPORT PREPARED IN ACCORDANCE WITH ARTICLE 732 P ARAGRAPH 2 OF THE SWISS CODE OF OBLIGATIONS THAT THE CLAIMS OF THE CREDITORS A RE FULLY COVERED NOTWITHSTANDING THE REDUCTION OF THE SHARE CAPITAL; AND C) TO AMEND THE ARTICLE 4 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION, UPON CONSUMMA TION OF THE CAPITAL REDUCTION 5. APPROVE: A) TO REDUCE THE COMPANY S ORDINARY Management SHARE CAPITAL FROM CHF 207,193,85 1 BY CHF 138,129,234 TO CHF 69,064,617 BY A REDUCTION OF NOMINAL VALUE OF EACH OF THE COMPANY S REGISTERED SHARES FROM CHF 3 BY CHF 2 TO CHF 1 PER SHARE AND TO REPAY TO THE SHAREHOLDERS CHF 2 PER SHARE; B) TO REDUCE ANY AND ALL SHARE CAPITAL IF ANY CREATED UNTIL THE CONSUMMATION OF THE CAPITAL REDUCTION UNDER ARTICLE 4 PARAGRAPHS 3, 4 OR 5 OF THE ARTICLES OF ASSOCIATION FROM CHF 3 BY C HF 2 TO CHF 1 PER EACH SUCH SHARE AND TO REPAY TO THE SHAREHOLDERS CHF 2 PER E ACH SUCH SHARE; C) TO DECLARE, AS A RESULT OF SPECIAL AUDIT REPORT PREPARED IN ACCORDANCE WITH THE ARTICLE 732 PARAGRAPH 2 OF THE SWISS CODE OF OBLIGATIONS THAT THE CLAIMS OF THE CREDITORS ARE FULLY COVERED NOTWITHSTANDING THE REDUCTI ON IN THE SHARE CAPITAL; AND D) TO AMEND THE ARTICLE 4 PARAGRAPHS 1, 3, 4 AND 5 OF THE ARTICLES OF ASSOCIATION, UPON CONSUMMATION OF THE CAPITAL REDUCTION 6. APPROVE THAT THE NOMINAL SHARE CAPITAL AMOUNT Management REQUIRED TO HAVE AN ITEM PUT ON THE AGENDA BE REDUCED FROM CHF 300,000 TO CHF 100,000 BY AN AMENDMENT OF ARTIC LE 13 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION 7. RE-ELECT ERNST & YOUNG AG, ZURICH, AS THE AUDITORS Management AND THE GROUP AUDITORS FOR 1 YEAR - ------------------------------------------------------------------------------------------------------------------------------------ SAGE GROUP PLC AGM Meeting Date: 03/03/2005 Issuer: G7771K134 ISIN: GB0008021650 SEDOL: 0802165, 5456619 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For THE YE 30 SEP 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. DECLARE A FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS Management For OF 1.719 PENCE PER ORDIN ARY SHARE FOR THE YE 30 SEP 2004 TO BE PAID ON 11 MAR 2005 TO MEMBERS WHOSE NA MES APPEAR ON THE REGISTER ON 11 FEB 2005 3. RE-ELECT MR. L.C.N. BURY AS A DIRECTOR Management For 4. RE-APPOINT MR. D.H. CLAYTON AS A DIRECTOR Management For 5. RE-APPOINT MR. A.J. HOBSON AS A DIRECTOR Management For 6. RE-APPOINT MS. T. INGRAM AS A DIRECTOR Management For 7. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS LLP Management For AS THE AUDITORS TO THE COMPANY AN D AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 8. APPROVE THE REMUNERATION REPORT FORWARDED TO Management For SHAREHOLDERS WITH THE NOTICE OF A GM 9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 6 OF THE COMPANY S ARTICLE S OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL AMOUNT OF GBP 4,272,671; AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY S.10 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7 OF THE COMPANY S ARTICLE OF ASSOCIATION, TO ALLOT EQUITY SECURITIES FOR CASH AND THAT, FOR THE PURPOSE S OF PARAGRAPH 1(B) OF ARTICLE 7, UP TO A NOMINAL AMOUNT OF GBP 640,900 AND TH E POWER GIVEN TO THE DIRECTORS BY THIS RESOLUTION BE EXTENDED SALES FOR CASH O F ANY SHARES WHICH THE COMPANY MAY HOLD AS TREASURY SHARES S.11 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For PURCHASES SECTION 163 OF TH E COMPANIES ACT 1985 OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, MAXI MUM NUMBER OF ORDINARY SHARES UP TO128,180,153 IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHICH MAY BE PAID FOR EACH SUCH ORDINARY SHARE IS ITS NOMIN AL VALUE AND NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIA L LIST, FOR THE 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER ON 03 MAR 2006 OR AT THE CONCLUSION OF THE NEXT AGM S.12 ADOPT THE REGULATIONS AS THE ARTICLE OF ASSOCIATION Management For OF THE COMPANY IN SUBSTITU TION FOR ALL EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY 13. APPROVE THE AMENDMENT TO THE INDIVIDUAL LIMIT Management For IN THE RULES OF THE SAGE GROUP 1 999 EXECUTIVE SHARE OPTION SCHEME THE SCHEME SUMMARIZED IN THE DIRECTORS R EPORT FORWARDED TO SHAREHOLDERS WITH THE NOTICE OF AGM AND MARKED UP ON THE RU LES OF THE SCHEME AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS A S THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THIS AMENDMENT 14. APPROVE THE SAGE GROUP PLC PERFORMANCE SHARE PLAN Management For - ------------------------------------------------------------------------------------------------------------------------------------ PUBLISHING AND BROADCASTING LIMITED PBL EGM Meeting Date: 03/04/2005 Issuer: Q7788C108 ISIN: AU000000PBL6 SEDOL: 5636820, 6637082 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal 1. APPROVE, FOR THE PURPOSES OF ASX LISTING RULES Management For 10.1 AND 10.11, SECTION 208 OF THE CORPORATIONS ACT AND FOR ALL OTHER PURPOSES, THE ACQUISITION BY THE PUBLIS HING AND BROADCASTING LIMITED PBL OF 50% OF HOYTS FROM CONSOLIDATED PRESS HO LDINGS LIMITED CPH AND IN CONNECTION WITH SUCH INVESTMENT, PBL PROVIDING THE SALE CONSIDERATION TO CPH SELLER INCLUDING THE ISSUE TO CPH SELLER OF 11,136, 925 PBL SHARES AS SHARE CONSIDERATION - ------------------------------------------------------------------------------------------------------------------------------------ ANTENA 3 DE TELEVISION SA, MADRID OGM Meeting Date: 03/09/2005 Issuer: E05009142 ISIN: ES0109427635 SEDOL: 7700659 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 10 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE ANNUAL STATEMENTS BALANCE SHEET, Management For LOSS AND PROFIT ACCOUNT AND ANNU AL REPORT , PERFORMING REPORT OF ANTENA 3 DE TELEVISION, SA AND ITS CONSOLIDAT ED GROUP AND MANAGEMENT REPORT, ALL THE AFOREMENTIONED RELATING FY 2004; PROPO SAL OF ALLOCATION OF RESULTS 2. APPROVE THE ALLOCATION OF RESULTS OF FY 2004 Management For AND DIVIDEND DISTRIBUTION 3. RATIFY THE DIRECTORS APPOINTED BY THE BOARD OF Management For DIRECTORS IN THE LAST SHAREHOLD ERS GENERAL MEETING 4. APPROVE TO DECREASE THE NOMINAL VALUE FROM EUR Management For 3,00 TO EUR 0,75 WITH THE LOGIC AL INCREASE OF NUMBER OF SHARES FROM 55.556.000 SHARES TO 222.224.000 SHARES A ND AMEND 5TH ARTICLE OF THE CORPORATE STATUTES 5. APPROVE THE CONSTITUTION OF FUNDATION Management For 6. GRANT AUTHORITY TO ACQUIRE ITS TREASURY STOCK, Management For DIRECTLY OR THROUGH ITS CONSOLI DATED GROUP AND AUTHORIZATION, IF PERTINENT, TO APPLY THE OWN PORTFOLIO TO SAT ISFY THE EMOLUMENTS RESULTING FROM THE TRIANNUAL PLAN AND THE FIDELIZATION OF DIRECTORS 7. APPOINT THE ACCOUNTS AUDITORS OF ANTENA 3 DE Management For TELEVISION, SA AND ITS CONSOLIDAT ED GROUP 8. GRANT AUTHORITY TO FORMALIZE, INTERPRET, CORRECT Management For AND IMPLEMENT THE RESOLUTIONS ADOPTED ON THE SHAREHOLDERS MEETING, CANCELING THE POWERS GRANTED TO THE BOAR D OF DIRECTORS ON THE MEETING AND TO RAISE THE MINIMUM QUANTITY OF SHARES - ------------------------------------------------------------------------------------------------------------------------------------ NIPPON BUILDING FUND INC, TOKYO AGM Meeting Date: 03/10/2005 Issuer: J52088101 ISIN: JP3027670003 SEDOL: 6396800 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF EXECUTIVE Management For DIRECTORS AND SUPERVISORY DIRECTORS; PERMIT REIT TO PURCHASE SHARES OF REAL ESTATE MANAGEMENT COMPANIES 2.1 ELECT EXECUTIVE DIRECTOR AND 4 SUPERVI ORY DIRECTOR Management For 2.2 ELECT EXECUTIVE DIRECTOR AND 4 SUPERVI ORY DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ NIPPON BUILDING FUND INC, TOKYO AGM Meeting Date: 03/10/2005 Issuer: J52088101 ISIN: JP3027670003 SEDOL: 6396800 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PARTIAL AMENDMENTS TO COMPANY S BYLAW Management For 2.1 ELECT MR. SADAFUMI ABE AS THE EXECUTIVE DIRECTOR Management For 2.2 ELECT MR. KOUICHI NISHIYAMA AS THE EXECUTIVE DIRECTOR Management For 2.3 ELECT MR. TOMIO HIROTA AS THE SUPERVISING DIRECTOR Management For 2.4 ELECT MR. AKIRA NISHIZAWA AS THE SUPERVISING DIRECTOR Management For 2.5 ELECT MR. NOBUTOSHI KOZUKA AS THE SUPERVISING Management For DIRECTOR 2.6 ELECT MR. HIDEO FUKAZAWA AS THE SUPERVISING DIRECTOR Management For * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 218634 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ OESTERREICHISCHE ELEKTRIZITAETSWIRTSCHAFTS-AG (VERBUNDGESELLSCHAFT), WIEN AGM Meeting Date: 03/10/2005 Issuer: A5528H103 ISIN: AT0000746409 BLOCKING SEDOL: 4661607, 4663409 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ANNUAL REPORT, THE REPORTING OF THE Management MANAGEMENT BOARD AND THE SUPER VISORY BOARD ON THE FY 2004 2. APPROVE THE ALLOCATION OF NET INCOME Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management AND THE SUPERVISORY BOARD ON THE 2004 FY 4. ELECT THE AUDITORS FOR THE 2005 FY Management 5. ELECT THE SUPERVISORY BOARD Management * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF RECORD DATE AND CHANGE I N THE WORDINGS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ BANCO COMERCIAL PORTUGUES SA BCP, PORTO OGM Meeting Date: 03/14/2005 Issuer: X03188137 ISIN: PTBCP0AM0007 BLOCKING SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT BALANCE SHEET AND ACCOUNTS Management FOR 2004, AS WELL AS THE CONSOLIDATED ANNUAL REPORT BALANCE SHEET AND ACCOUNTS 2. APPROVE THE PROFIT APPROPRIATION Management 3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management S MANAGEMENT AND AUDITING AS P ER LAW 4. AMEND ARTICLE 31 BY ADDING A NUMBER 7, AND ARTICLE Management 34, NUMBER 1 OF THE COMPANY BY-LAWS 5. APPROVE THE RENEWAL OF THE GOVERNING BODIES, Management BY CEASING OF FUNCTIONS OF ALL TH E MEMBERS AND THE ELECT THE NEW MEMBERS FOR THE YEARS 2005/2007 6. ELECT THE SUPERIOR BOARD Management 7. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management SHARES 8. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management BONDS - ------------------------------------------------------------------------------------------------------------------------------------ BANCO COMERCIAL PORTUGUES SA BCP, PORTO OGM Meeting Date: 03/14/2005 Issuer: X03188137 ISIN: PTBCP0AM0007 BLOCKING SEDOL: 0924199, 4070258, 5812493, 5816859, 7217739 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 216320 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE ANNUAL REPORT BALANCE SHEET AND ACCOUNTS Management FOR 2004, AS WELL AS THE CONSOLIDATED ANNUAL REPORT BALANCE SHEET AND ACCOUNTS 2. APPROVE THE PROFIT APPROPRIATION Management 3. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND AUDITING Management AS PER LAW 4. AMEND ARTICLE 31 BY ADDING A NUMBER 7, AND ARTICLE Management 34, NUMBER 1 OF THE COMPANY BY-LAWS 5.1 APPROVE THE TERMINATION OF OFFICE OF ALL MEMBERS Management OF THE BOARD OF DIRECTORS, TH E BOARD OF AUDITORS AND THE BOARD OF THE GENERAL MEETING; AND THE TERMINATION OF THE DUTIES OF THE MEMBERS OF EACH OF THESE GOVERNING BODIES BE SUBJECT TO T HE TAKING EFFECT OF THE ELECTION OF THE NEW MEMBERS OF THE BODY IN QUESTION 5.2 ELECT MESSRS. LUIS NEIVA SANTOS, MIGUEL GALVAO Management TELES, EX-OFFICIO, THE COMPANY SECRETARY , PAULO JORGE DE ASSUNCAO RODRIGUES TEIXEIRA PINTO, FILIPE DE JESUS PINHAL, CHRISTOPHER DE BECK, ANTONIO MANUEL DE SEABRA E MELO RODRIGUES, ANTON IO MANUEL PEREIRA CALDAS DE CASTRO HENRIQUES, ALIPIO BARROSA PEREIRA DIAS, ALE XANDRE ALBERTO BASTOS GOMES, FRANCISCO JOSE QUEIROZ DE BARROS DE LACERDA, BOGU SLAW JERZY KOTT, RICARDO MANUEL SIMOES BAYAO HORTA, MARIO AUGUSTO DE PAIVA NET O, MARIO BRANCO TRINDADE, JOSE EDUARDO DE FARIA NEIVA DOS SANTOS, ANTONIO MANU EL FERREIRA DE COSTA GONCALVES, JOAO ALBERTO FERREIRA PINTO BASTO AND PEDRO MA RIA CALAINHO TEIXEIRA DUARTE AS THE MEMBERS OF THE GOVERNING BODIES FOR THE 20 05-07 TERM OF OFFICE 6. ELECT THE SUPERIOR BOARD Management 7. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management SHARES 8. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management BONDS * PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTES, S.A. OGM Meeting Date: 03/15/2005 Issuer: E3125D100 ISIN: ES0118900010 SEDOL: B038516, B03KQG4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 16 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU 1. APPROVE THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT Management For AND LOSS ACCOUNT AND ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE COMPANY WITH RESPECT TO THE FYE 31 D EC 2004 2. APPROVE THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT Management For AND LOSS ACCOUNT AND ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE CONSOLIDATED GROUP WITH RESPECT TO T HE FYE 31 DEC 2004 3. APPROVE THE APPLICATION FOR THE 2004 EXERCISE Management For RESULT 4. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For THE YEAR 2004 5. APPROVE THE RENOVATION AND APPOINTMENT OF ADVISORS Management For 6. APPROVE THE REPAYMENT OF THE DIRECTORS PARTIALLY Management Against BY DELIVERY OF ACTIONS OF THE COMPANY 7. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES, IN ACCORDANCE WITH ARTICLE 75 OF THE CORPORATE BYLAWS LEY DE SOCIEDADES , CANCELING THE AUTHORIZATION GRANTED BY THE OGM HELD ON 28 SEP 200 4; AUTHORIZE DESTINE, THE ACQUIRED OWN ACTIONS, TOTALLY OR PARTIALLY, TO THE R EPAYING PROGRAMS 8. GRANT AUTHORITY TO EXECUTE PASSED RESOLUTIONS Management For - ------------------------------------------------------------------------------------------------------------------------------------ COFINIMMO SA, BRUXELLES EGM Meeting Date: 03/15/2005 Issuer: B25654136 ISIN: BE0003593044 BLOCKING SEDOL: 4177988 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTAT IVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE A.1 APPROVE THE MERGER BY TAKEOVER OF NV@IMMOBILIARE Management DE LOCATION DU QUARTIER LEOPO LD@, THE PREVIOUS REPORTS AND THE EXPLANATIONS A.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management B.1 APPROVE THE MERGER BY TAKEOVER OF BVBA @BETA Management INVEST@, THE PREVIOUS REPORTS AND THE EXPLANATIONS B.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management C.1 APPROVE THE MERGER BY TAKEOVER OF N.V. @NORTH Management GALAXY@, THE PREVIOUS REPORTS AN D THE EXPLANATIONS C.2 APPROVE THE MERGER AND THE CAPITAL INCREASE Management D.1 APPROVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Management WITH RESPECT TO THE ALLOW ED CAPITAL D.2 GRANT NEW AUTHORITY TO THE BOARD OF DIRECTORS Management WITH RESPECT TO THE ALLOWED CAPI TAL D.3 AMEND THE ARTICLE 7.2 OF THE ASSOCIATION WITH Management RESPECT TO THE ALLOWED CAPITAL E.1 AUTHORIZE THE BOARD OF DIRECTORS BY VIRTUE OF Management ARTICLE 620 OF THE BELGIAN CIVIL CODE TO PURCHASE AND SELL OWN SHARES AND TAKE SHARES IN PLEDGE E.2 AMEND THE ARTICLES OF ASSOCIATION TO PURCHASE Management AND SELL OWN SHARES AND TAKE SHA RES IN PLEDGE F. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT Management THE DECISIONS - ------------------------------------------------------------------------------------------------------------------------------------ DOUGLAS HOLDING AG AGM Meeting Date: 03/16/2005 Issuer: D2290M102 ISIN: DE0006099005 BLOCKING SEDOL: 4596680 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2003/2004, A LONG WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 39,500,000 AS FOL LOWS: PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EUR 381,296 SHALL BE CA RRIED FORWARD; AND EX-DIVIDEND AND PAYABLE DATE: 17 MAR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE OWN SHARES OF THE COMPANY OF UP TO EUR 117,356,112, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE MARK ET PRICE OF THE SHARES, ON OR BEFORE 15 SEP 2006 AND TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF T HE NEW SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO RETIRE THE SHARES, OR TO USE THE SHARES FOR ACQUISITION PURPOSES 6. AMEND ARTICLES 15, 16 AND 17 OF THE STATUTE IN Management ORDER TO ADJUST IT TO UMAG LAW AND IN CONNECTION WITH THE NEW LAW ON CORPORATE INTEGRITY AND THE MODERNIZATIO N OF RESCISSION UMAG 7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF THE VOTING RIGHT BEING EXERCIS ED BY AN AUTHORIZED REPRESENTATIVE AND THE USE OF ELECTRONIC MEANS OF COMMUNIC ATION FOR THE ISSUE OF PROXY-VOTING INSTRUCTIONS 8. ELECT SUSAT AND PARTNER OHG WIRTSCHAFTSPRUEFUNGS-GESELLSCHAFT, Management HAMBURG AS THE AUDITORS FOR THE YEAR 2004/2005 * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN THE RECORD DATE. IF YOU H AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ PCCW LTD EGM Meeting Date: 03/16/2005 Issuer: Y6802P120 ISIN: HK0008011667 SEDOL: 6574071, 6586678, 7538214, B01JC10 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE: A) THAT THE AUTHORIZED SHARE CAPITAL Management For OF THE COMPANY BE INCREASED FROM HKD 1,600,000,000 TO HKD 2,500,000,000 BY THE CREATION OF 3,600,000,000 NEW O RDINARY SHARES OF HKD 0.25 EACH IN THE ISSUED CAPITAL OF THE COMPANY; B) THE A LLOTMENT AND THE ISSUE BY THE DIRECTORS OF 1,343,571,766 NEW ORDINARY SHARES O F HKD 0.25 EACH IN THE CAPITAL OF THE COMPANY AT A PRICE OF HKD 5.90 PER SHARE PURSUANT TO AND ON THE TERMS IN THE SUBSCRIPTION AGREEMENT DATED 19 JAN 2005 ENTERED BETWEEN THE COMPANY CHINA NETCOM GROUP CORPORATION BVI LIMITED AND C HINA NETWORK COMMUNICATIONS GROUP CORPORATION; AND C) TO GRANT THE ANTI-DILUTI ON RIGHTS TO CHINA NETWORK COMMUNICATIONS GROUP CORPORATION AND THE ISSUE OF N EW SHARES OF THE COMPANY, ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE INTO SHARES OF THE COMPANY AND/OR ANY WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR TH E SHARES OF THE COMPANY ON EXERCISE OF THE ANTI-DILUTION RIGHTS BY CHINA NETWO RK COMMUNICATIONS GROUP CORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ CINTRA CONCESIONES DE INFRAESTRUCTURAS DE TRANSPORTES, S.A. AGM Meeting Date: 03/17/2005 Issuer: E3125D100 ISIN: ES0118900010 SEDOL: B038516, B03KQG4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 18 MAR 2005 AT 16:00. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WIL L REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU 1. RECEIVE AND APPROVE OF THE ANNUAL ACCOUNTS BALANCE Management For SHEET, PROFIT AND LOSS ACC OUNT AND ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE COMPANY WITH RESPECT TO THE FYE 31 DEC 2004 2. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS BALANCE Management For SHEET, PROFIT AND LOSS ACCOUN T AND ANNUAL REPORT AND THE MANAGEMENT REPORT OF THE CONSOLIDATED GROUP WITH RESPECT TO THE FYE 31 DEC 2004 3. APPROVE THE APPLICATION FOR THE 2004 EXERCISE Management For RESULT 4. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For THE YEAR 2004 5. APPROVE THE RENOVATION AND APPOINTMENT OF ADVISORS Management For 6. APPROVE TO REPAY THE DIRECTORS PARTIALLY BY DELIVERY Management Against OF ACTIONS OF THE COMPANY 7. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES, IN ACCORDANCE WITH ARTICLE 75 OF THE CORPORATE BYLAWS LEY DE SOCIEDADES ANONIMAS , CANCELING THE AUTHORIZATION GRANTED BY THE GENERAL SHARE HOLDERS MEETING HELD ON 28 SEP 2004; AUTHORIZATION TO DESTINE, THE ACQUIRED OW N ACTIONS, TOTAL OR PARTIALLY, TO THE REPAYING PROGRAMS 8. APPROVE TO DELEGATE THE FACULTIES FOR THE FORMALIZATION, Management For INSCRIPTION AND EXECU TION OF THE AGREEMENTS ADOPTED BY MEETING, AND EMPOWERING TO FORMALIZE THE DEP OSIT OF THE ANNUAL ACCOUNTS REFERRED TO, IN THE ARTICLE 218 - ------------------------------------------------------------------------------------------------------------------------------------ IBERDROLA SA, BILBAO AGM Meeting Date: 03/17/2005 Issuer: E6164R104 ISIN: ES0144580018 SEDOL: 4424640, 4444842 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 18 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU 1. APPROVE, IF APPLICABLE: A) THE INDIVIDUAL ANNUAL Management For FINANCIAL STATEMENTS BALANCE SHEET, PROFIT AND LOSS STATEMENT, AND NOTES OF THE COMPANY AND OF THE CONSOL IDATED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AND ITS CONTROLLED COMPANIES , FOR THE FYE ON 31 DEC 2004; AND B) THE MANAGEMENT REPORTS OF THE COMPANY AND ITS CONSOLIDATED GROUP, AS OF 31 DEC 2004, AS WELL AS OF THE CORPORATE MANAGE MENT FOR SUCH FY 2. APPROVE THE ALLOCATION OF PROFITS/LOSSES AND Management For DISTRIBUTION OF DIVIDENDS FOR THE FYE ON 31 DEC 2004, PREPARED BY THE BOARD OF DIRECTORS AT ITS 23 FEB 2005 MEE TING IN THE MANNER SPECIFIED 3. AUTHORIZE THE BOARD OF DIRECTORS, AS PERMITTED Management For BY SECTION 319 OF THE REGULATIO NS OF THE COMMERCIAL REGISTRY AND THE GENERAL PROVISIONS GOVERNING THE ISSUANC E OF SECURITIES, AND PURSUANT TO ARTICLES 15.2 AND 17.1 .E OF THE COMPANY S BY -LAWS, THE POWER TO ISSUE NEGOTIABLE SECURITIES IN ACCORDANCE WITH THE FOLLOWI NG CONDITIONS: 1) SECURITIES TO BE ISSUED: THE NEGOTIABLE SECURITIES CONTEMPLA TED IN THIS DELEGATION MAY BE BONDS OR SIMPLE DEBENTURES, NOTES, AND OTHER FIX ED- INCOME SECURITIES OF A LIKE NATURE, AS WELL AS PREFERRED STOCK; 2) PERIOD OF DELEGATION: THE ISSUANCE OF THE SECURITIES COVERED BY THIS DELEGATION MAY B E EFFECTED ON ONE OR MORE OCCASIONS WITHIN A MAXIMUM PERIOD OF 5 YEARS FOLLOWI NG THE DATE OF ADOPTION OF THIS RESOLUTION; 3) MAXIMUM AMOUNT UNDER THIS DELEG ATION: A) THE AGGREGATE MAXIMUM AMOUNT OF THE ISSUANCE OR ISSUANCES OF BONDS O R SIMPLE OBLIGATIONS AND OTHER FIXED-INCOME SECURITIES OF A LIKE NATURE OTHER THAN NOTES , AS WELL AS PREFERRED STOCK, RESOLVED TO BE ISSUED UNDER THIS DEL EGATION SHALL BE EUR 5.0 BILLION; B) FOR ITS PART, THE OUTSTANDING BALANCE OF THE NOTES ISSUED UNDER THIS DELEGATION SHALL AT NO TIME EXCEED THE SUM OF EUR 3 .0 BILLION; THIS LIMIT IS INDEPENDENT OF THE LIMIT ESTABLISHED IN SUB-SECTIO N (A) ABOVE; 4) SCOPE OF THE DELEGATION: THE DELEGATION OF POWERS TO ISSUE THE SECURITIES CONTEMPLATED IN THIS RESOLUTION SHALL EXTEND, AS BROADLY AS IS REQ UIRED BY LAW, TO THE ESTABLISHMENT OF THE DIFFERENT TERMS AND CONDITIONS APPLI CABLE TO EACH ISSUANCE NOMINAL VALUE, TYPE OF ISSUANCE, REIMBURSEMENT PRICE, DOMESTIC OR FOREIGN CURRENCY OF THE ISSUANCE, FORM OF REPRESENTATION, INTEREST RATE, AMORTIZATION, SUBORDINATION CLAUSES, GUARANTEES SUPPORTING THE ISSUANCE , PLACE OF ISSUANCE, ESTABLISHMENT OF THE INTERNAL REGULATIONS OF THE BONDHOLD ERS SYNDICATE AND APPOINTMENT OF THE AUDITOR, IN THE CASE OF THE ISSUANCE OF S IMPLE BONDS AND DEBENTURES - IF REQUIRED, ADMISSION TO LISTING, ETC. AND TO T HE CONDUCT OF ANY AND ALL FORMALITIES THAT MAY BE NECESSARY, INCLUDING THOSE P ROVIDED FOR IN THE APPLICABLE SECURITIES MARKET REGULATIONS, FOR THE EXECUTION OF THE SPECIFIC ISSUANCES THAT MAY BE RESOLVED TO BE EFFECTED UNDER THIS DELE GATION; 5) GUARANTEE IN SUPPORT OF ISSUANCES OF SECURITIES BY CONTROLLED COMPA NIES; AS PERMITTED BY ARTICLE 15.4 OF THE BY-LAWS, THE BOARD OF DIRECTORS IS A LSO AUTHORIZED TO GUARANTEE, ON BEHALF OF THE COMPANY, AND WITHIN THE LIMITS S ET FORTH ABOVE, NEW ISSUANCES OF SECURITIES DURING THE EFFECTIVE PERIOD OF THI S RESOLUTION BY COMPANIES THAT ARE MEMBERS OF ITS GROUP OF COMPANIES; 6) LISTI NG OF FIXED-INCOME SECURITIES: THE COMPANY SHALL APPLY, WHEN APPROPRIATE, FOR THE ADMISSION TO TRADING ON SECONDARY MARKETS, BE THEY OFFICIAL OR UNOFFICIAL, ORGANIZED OR NOT, DOMESTIC OR FOREIGN, OF THE DEBENTURES, BONDS, NOTES, PREFE RRED STOCK AND OTHER SECURITIES THAT ARE ISSUED BY THE COMPANY UNDER THIS DELE GATION, THE BOARD OF DIRECTORS BEING HEREBY AUTHORIZED TO CARRY OUT SUCH FORMA LITIES AS MAY BE NECESSARY FOR THE ADMISSION TO LISTING BEFORE THE COMPETENT A UTHORITIES OF THE VARIOUS DOMESTIC OR FOREIGN SECURITIES MARKETS; 7) POWER OF DELEGATION TO THE EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS IS HEREBY AUTHOR IZED TO DELEGATE TO EITHER OF THE EXECUTIVE COMMITTEE OR THE CHIEF EXECUTIVE O FFICER UNDER THE PROVISIONS OF SECTION 141, NUMBER 1, SECOND PARAGRAPH, OF TH E COMPANIES LAW THE DELEGATED POWERS CONTEMPLATED IN THIS RESOLUTION; THIS DE LEGATION REPLACES AND SUPERSEDES, TO THE EXTENT OF THE UNUSED AMOUNT, THE PRIO R DELEGATION APPROVED BY THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS MEETING HELD ON 03 APR 2004 4. AUTHORIZE THE BOARD OF DIRECTORS, WHICH WILL Management For IN TURN BE ENTITLED TO DELEGATE T HIS AUTHORITY TO THE EXECUTIVE COMMITTEE, PURSUANT TO SECTION 75 OF THE CURREN T CONSOLIDATED TEXT OF THE COMPANIES LAW, TO CARRY OUT THE DERIVATIVE ACQUISIT ION OF SHARES IN IBERDROLA, S.A. SUBJECT TO THE FOLLOWING CONDITIONS: A) THE A CQUISITIONS MAY BE MADE DIRECTLY BY IBERDROLA, S.A. OR INDIRECTLY THROUGH ITS CONTROLLED COMPANIES; B) THE ACQUISITIONS SHALL BE MADE BY MEANS OF PURCHASE A ND SALE TRANSACTIONS, SWAP ARRANGEMENTS OR ANY OTHER TRANSACTION WHATSOEVER PE RMITTED BY LAW; C) THE ACQUISITIONS MAY BE MADE, AT ANY TIME, UP TO THE MAXIMU M SUM PERMITTED BY LAW; D) THE ACQUISITIONS MAY NOT BE MADE AT A HIGHER PRICE THAN THAT QUOTED ON THE STOCK EXCHANGE; E) THIS AUTHORIZATION IS GRANTED FOR A PERIOD NOT EXCEEDING 18 MONTHS; IN ADDITION, FOR THE PURPOSES PROVIDED FOR IN THE SECOND PARAGRAPH OF SECTION 75.1 OF THE COMPANIES LAW, EXPRESSLY AUTHORIZ E THE ACQUISITION OF SHARES IN THE COMPANY BY ANY OF ITS CONTROLLED COMPANIES SUBJECT TO THE SAME TERMS OF THIS RESOLUTION; IT IS EXPRESSLY PUT ON RECORD TH AT THE SHARES ACQUIRED UNDER THIS AUTHORIZATION MAY BE SOLD, REDEEMED OR APPLI ED TO THE COMPENSATION SYSTEMS CONTEMPLATED IN THE THIRD PARAGRAPH OF SECTION 75.1 OF THE COMPANIES LAW; THIS AUTHORIZATION REPLACES AND SUPERSEDES, TO THE EXTENT OF THE UNUSED AMOUNT, THE AUTHORIZATION GRANTED AT THE GENERAL SHAREHOL DERS MEETING HELD ON 03 APR 2004; AND APPROVE TO REDUCE THE SHARE CAPITAL IN ORDER TO REDEEM ANY OF IBERDROLA S OWN SHARES THAT IBERDROLA MAY HOLD ON ITS B ALANCE SHEET OR THAT OF ITS CONTROLLED COMPANIES, AGAINST PROFITS OR UNAPPROPR IATED RESERVES, BY SUCH AMOUNT AS MAY BE DEEMED NECESSARY OR APPROPRIATE FROM TIME TO TIME, PROVIDED, HOWEVER, THAT THE AMOUNT OF THE CAPITAL REDUCTIONS MAD E UNDER THIS AUTHORIZATION SHALL NOT EXCEED, DURING THE PERIOD OF EFFECTIVENES S OF THIS AUTHORIZATION, THE MAXIMUM AMOUNT AUTHORIZED FOR THE DERIVATIVE ACQU ISITION OF SHARES OF IBERDROLA, S.A.; AUTHORIZE THE BOARD OF DIRECTORS THE POW ER TO CARRY OUT THE ABOVE- MENTIONED RESOLUTION REGARDING CAPITAL REDUCTION, W HICH THE BOARD MAY EFFECT ON ONE OR MORE OCCASIONS AND WITHIN A PERIOD NOT EXC EEDING 18 MONTHS FROM THE DATE OF THE HOLDING OF THIS GENERAL SHAREHOLDERS ME ETING, BY DOING ANY ACT OR THING THAT MAY BE REQUIRED BY LAW AND, IN PARTICULA R, SO THAT THE BOARD MAY, WITHIN THE AFORESAID PERIOD AND SUBJECT TO THE AFORE SAID LIMITS: 1) DECIDE, ON THE BASIS OF PROFESSIONAL CRITERIA, ON THE DATE AND /OR DATES OF THE SPECIFIC REDUCTION AND/OR REDUCTIONS OF CAPITAL, TAKING INTO ACCOUNT PREVAILING MARKET CONDITIONS, MARKET PRICE, ECONOMIC AND FINANCIAL POS ITION OF THE COMPANY, ITS CASH BALANCES, RESERVES AND ANY OTHER ASPECT WHATSOE VER THAT MAY AFFECT THE DECISION; 2) DECIDE ON THE DATE OR DATES OF THE REDEMP TION AND/OR REDEMPTIONS, OF SHARES; 3) SET THE CAPITAL REDUCTION AT THE VALUE OF THE SHARES REDEEMED IN EACH CASE; 4) DECIDE ON THE ALLOCATION OF THE AMOUNT OF THE REDUCTION IN EACH CASE, EITHER TO A RESTRICTED RESERVE OR TO UNAPPROPR IATED RESERVES, RESPECTING IN THE LATTER CASE THE RULES AND GUARANTEES ESTABLI SHED IN RESPECT THEREOF; 5) AMEND, IN EACH CASE, ARTICLE 5 OF THE BY-LAWS, IND ICATING THE VALUE OF THE SHARE CAPITAL; 6) APPLY FOR THE DELISTING OF THE SECU RITIES REDEEMED IN ACCORDANCE WITH THE APPLICABLE RULES AND REGULATIONS; 7) DR AW UP AND PUBLISH, WHERE NECESSARY, THE ANNOUNCEMENTS CONTEMPLATED IN SECTION 165 OF THE COMPANIES LAW; 8) SHOULD ANY CREDITORS HAVING A RIGHT TO OPPOSITION EXERCISE SUCH RIGHT, COMPLY, IF APPLICABLE, WITH THE REQUIREMENTS ESTABLISHED IN SECTION 166.3 OF THE COMPANIES LAW; 9) IN GENERAL ADOPT WHATEVER RESOLUTIO N AND DO WHATEVER ACTS MAY BE REQUIRED TO REDUCE THE CAPITAL AND REDEEM THE SH ARES, WITH THE EXPRESS POWER TO AMEND OR SUPPLEMENT THE FOREGOING RESOLUTIONS IN LIGHT OF THE ORAL OR WRITTEN QUALIFICATION MADE BY THE COMMERCIAL REGISTRAR , EXECUTE THE CORRESPONDING NOTARIZED INSTRUMENT(S), AND APPOINT THE PERSON(S) TO BE IN CHARGE OF THE FORMALIZATION THEREOF; THIS RESOLUTION REPLACES AND SU PERSEDES, TO THE EXTENT OF THE UNUSED AMOUNT, THE RESOLUTION ADOPTED AT THE GE NERAL SHAREHOLDERS MEETING HELD ON 03 APR 2004 5. AUTHORIZE THE BOARD OF DIRECTORS: 1) TO REQUEST, Management For IF APPROPRIATE, THE ADMISSION TO TRADING ON ORGANIZED SECONDARY MARKETS, BE THEY SPANISH OR FOREIGN, OF SHA RES, BONDS, DEBENTURES OR ANY OTHER SECURITIES ISSUED OR TO BE ISSUED BY THE C OMPANY, SUBJECT TO APPLICABLE RULES AND REGULATIONS, ESPECIALLY THOSE GOVERNIN G DEALING, THE MAINTENANCE OF AND THE EXCLUSION FROM TRADING; 2) TO REQUEST, I F APPROPRIATE, THE EXCLUSION FROM TRADING OF THE SECURITIES MENTIONED IN THE F OREGOING PARAGRAPH, WHICH SHALL BE CARRIED OUT WITH THE SAME FORMALITIES AND I N STRICT COMPLIANCE WITH THE APPLICABLE SECURITIES MARKET REGULATIONS; 3) TO A DOPT ALL SUCH RESOLUTIONS AS IT DEEMS NECESSARY OR APPROPRIATE IN ORDER TO AMO RTIZE OR CONVERT INTO BOOK-ENTRY SECURITIES THE SECURITIES EVIDENCING THE DEBE NTURES OR BONDS ISSUED BY THE COMPANY, WHEN SO REQUIRED FOR SUCH SECURITIES TO BE ADMITTED TO TRADING AND, ONCE ADMITTED, TO REMAIN ADMITTED TO TRADING ON O RGANIZED SECONDARY MARKETS, EXECUTING ANY AND ALL PUBLIC OR PRIVATE INSTRUMENT S THAT MAY BE REQUIRED FOR SUCH PURPOSE; 4) TO DELEGATE TO EITHER OF THE EXECU TIVE COMMITTEE OR THE CHIEF EXECUTIVE OFFICER ALL OR PART OF THE POWERS CONTEM PLATED IN THIS RESOLUTION; THIS AUTHORIZATION REPLACES AND SUPERSEDES THE AUTH ORIZATION PREVIOUSLY APPROVED AT THE GENERAL SHAREHOLDERS MEETING HELD ON 03 APR 2004 6. AUTHORIZE THE BOARD OF DIRECTORS, ON BEHALF OF Management For THE COMPANY, TO PARTICIPATE IN A FOUNDING CAPACITY, BY ITSELF OR TOGETHER WITH OTHER INDIVIDUALS OR LEGAL ENT ITIES, BE THEY DOMESTIC OR FOREIGN, IN THE CREATION OF ONE OR MORE SPANISH PRI VATE-LAW ASSOCIATIONS AND FOUNDATIONS WHICH PURSUE GENERAL INTEREST OBJECTIVES SOCIAL WELFARE, CIVIC, EDUCATIONAL, CULTURAL, SCIENTIFIC, SPORTING, HEALTH, COOPERATION FOR DEVELOPMENT, DEFENSE OF THE ENVIRONMENT, PROMOTION OF THE ECON OMY OR OF RESEARCH, PROMOTION OF VOLUNTEERISM, OR ANY OTHER OBJECTIVES ALLOWED BY LAW , WITH THE STIPULATIONS, CLAUSES, CONDITIONS, STATEMENTS AND AGREEMENT S THAT IT DEEMS APPROPRIATE, AND TO CONTRIBUTE AS INITIAL FUNDING, EITHER ONCE OR PARTIALLY OR SUCCESSIVELY, CASH OR ANY OTHER ASSETS OR RIGHTS THAT ARE DEE MED APPROPRIATE FOR EACH OF THEM, AS WELL AS CONTRIBUTE CASH OR ANY OTHER ASSE TS OR RIGHTS THAT ARE DEEMED APPROPRIATE TO THOSE FOUNDATIONS IN WHICH THE COM PANY IS A MEMBER OF THE BOARD, UP TO THE TOTAL AMOUNT, FOR BOTH ITEMS, OF EUR 10 MILLION ANNUALLY OR THE EQUIVALENT THEREOF IN OTHER CURRENCY FOR ALL SUCH F OUNDATIONS AND ASSOCIATIONS DURING THE PERIOD OF EFFECTIVENESS OF THIS AUTHORI ZATION; FOR SUCH PURPOSE, THE BOARD OF DIRECTORS IS EXPRESSLY AUTHORIZED TO EX ECUTE DEEDS OF INCORPORATION AND TO DRAW UP AND APPROVE BY-LAWS FOR EACH OF SU CH ASSOCIATIONS AND FOUNDATIONS, AND MAY ACCEPT POSITIONS ON BEHALF OF THE COM PANY AND, IN GENERAL, MAKE ANY DECISIONS AS ARE NECESSARY OR APPROPRIATE TO DE VELOP AND CARRY OUT THIS RESOLUTION; THIS AUTHORIZATION IS GRANTED FOR A MAXIM UM PERIOD TO END ON THE DAY OF THE HOLDING OF THE ORDINARY GENERAL SHAREHOLDER S MEETING IN THE YEAR 2006; SUCH AUTHORIZATION MAY BE EXPRESSLY EXTENDED BY S UBSEQUENT RESOLUTIONS ADOPTED BY THE SHAREHOLDERS AT THE GENERAL SHAREHOLDERS MEETING; THE MAXIMUM PERIOD OF THIS AUTHORIZATION IS WITHOUT PREJUDICE TO POS SIBLE SUCCESSIVE FUNDINGS THAT, PURSUANT TO APPLICABLE LEGISLATION, HAVE BEEN COMMITTED TO DURING SUCH PERIOD AND ARE PENDING CONTRIBUTION BY THE COMPANY UP ON THE EXPIRATION THEREOF; THE SHAREHOLDERS SHALL BE INFORMED OF THE MANNER IN WHICH THE AUTHORIZATION APPROVED UNDER THIS RESOLUTION HAS BEEN USED AT THE N EXT GENERAL SHAREHOLDERS MEETING TO BE HELD THEREAFTER; THE BOARD OF DIRECTOR S MAY IN TURN DELEGATE TO THE EXECUTIVE COMMITTEE WHATSOEVER POWERS ARE GRANTE D TO IT BY THIS AUTHORIZATION; THIS AUTHORIZATION REPLACES AND SUPERSEDES, TO THE EXTENT OF THE UNUSED AMOUNT, THE PRIOR AUTHORIZATION GRANTED AT THE GENERA L SHAREHOLDERS MEETING HELD ON 03 APR 2004 7. RE-ELECT THE COMPANY DELOITTE & TOUCHE ESPA S.L. Management For AS THE AUDITOR OF THE COMPANY AND ITS CONSOLIDATED GROUP, WHICH AUDITOR SHALL PERFORM THE AUDITING FOR FY 2 005, THE BOARD OF DIRECTORS BEING GRANTED THE POWER, WHICH IT MAY DELEGATE TO THE EXECUTIVE COMMITTEE FOR SUCH PURPOSE, TO EXECUTE THE CORRESPONDING CONTRAC T FOR THE PROVISION OF SERVICES, SUBJECT TO SUCH TERMS AND CONDITIONS AS IT DE EMS APPROPRIATE, AND ALSO BEING EMPOWERED TO MAKE ANY PERTINENT AMENDMENTS THE RETO PURSUANT TO LEGISLATION APPLICABLE AT ANY TIME 8. RATIFICATION OF THE APPOINTMENT OF MR. SEBASTIAN Management For BATTANER ARIAS AS A DIRECTOR DESIGNATED BY INTERIM APPOINTMENT TO FILL A VACANCY 9.a RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. JOSE IGNA CIO SANCHEZ GALAN AS A DIRECTOR 9.b RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. VICTOR DE URRUTIA VALLEJO AS A DIRECTOR 9.c RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. RJCARDO A LVAREZ ISASI AS A DIRECTOR 9.d RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. JOSE IGNA CIO BERROETA ECHEVARRIA AS A DIRECTOR 9.e RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. JUAN LUIS ARREGUI CIARSOLO AS A DIRECTOR 9.f RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. JULIO DE MIGUEL AYNAT AS A DIRECTOR 9.g RE-ELECT, FOR THE MAXIMUM LEGAL AND BY-LAW PERIOD Management For OF 5 YEARS, AS PROVIDED IN S ECTION 126 OF THE COMPANIES LAW AND ARTICLE 48.1 OF THE BY-LAWS, MR. SEBASTIAN BATTANER ARIAS AS A DIRECTOR 10. AUTHORIZE THE BOARD OF DIRECTORS, WHICH MAY DELEGATE Management For THE POWERS GRANTED TO ANY OF THE EXECUTIVE COMMITTEE, THE CHAIRMAN MR. HUGO DE ORIOLE YBARRA, THE VICE CHAIRMAN & CHIEF EXECUTIVE OFFICER MR. JOSE IGNACIO SANCHEZ GALAN, OR THE SECR ETARY MR. FEDERICO SAN SEBASTIAN FLECHOSO, TO THE FULLEST EXTENT THAT MAY BE R EQUIRED UNDER APPLICABLE LAW, TO SUPPLEMENT, CARRY OUT AND DEVELOP, BY MAKING TECHNICAL MODIFICATIONS, IF APPROPRIATE, ALL OF THE FOREGOING RESOLUTIONS, AS WELL AS TO REMEDY ANY ERRORS OR OMISSIONS THEREIN, AND TO INTERPRET SUCH RESOL UTIONS, WITH MR. IFLIGO DE ORIOLE YBARRA, MR. JOSE IGNACIO SANCHEZ GALAN AND M R. FEDERICO SAN SEBASTIAN FLECHOSO SEVERALLY BEING GRANTED THE POWER TO EXECUT E THE APPROPRIATE NOTARIZED INSTRUMENTS CONTAINING THE APPROVED RESOLUTIONS, W ITH THE BROADEST POSSIBLE POWERS TO PERFORM WHATSOEVER ACTS MAY BE NECESSARY A ND TO EXECUTE SUCH DOCUMENTS AS MAY BE REQUIRED TO REGISTER THE FOREGOING RESO LUTIONS WITH THE COMMERCIAL REGISTRY, AND IN PARTICULAR TO: A) TO CORRECT, CLA RIFY OR COMPLETE THE RESOLUTIONS ADOPTED AT THIS GENERAL SHAREHOLDERS MEETING OR WHICH ARE ADOPTED IN ANY NOTARIZED INSTRUMENTS AND DOCUMENTS EXECUTED IN OR DER TO CARRY OUT SUCH RESOLUTIONS AND, IN PARTICULAR, ANY OMISSIONS, DEFECTS O R ERRORS IN FORM OR IN SUBSTANCE: WHICH MAY HINDER REGISTRATION OF THESE RESOL UTIONS AND THE CONSEQUENCES THEREFROM WITH THE COMMERCIAL REGISTRY, THE PROPER TY REGISTRY, THE INDUSTRIAL PROPERTY REGISTRY OR ANY OTHERS; B) TO PERFORM ANY AND ALL LEGAL ACTS OR TRANSACTIONS THAT ARE NECESSARY OR APPROPRIATE TO CARRY OUT THE RESOLUTIONS ADOPTED AT THIS GENERAL SHAREHOLDERS MEETING, EXECUTING SUCH PUBLIC OR PRIVATE INSTRUMENTS AS MAY BE DEEMED REQUIRED OR APPROPRIATE FO R THE FULL EFFECTIVENESS OF THESE RESOLUTIONS; C) TO DELEGATE TO ONE OR MORE O F ITS MEMBERS, WHETHER JOINTLY OR SEVERALLY, ALL OR ANY OF THE POWERS THAT IT DEEMS APPROPRIATE AMONG THOSE BELONGING TO THE BOARD OF DIRECTORS, AND ANY OR ALL OF THE POWERS EXPRESSLY GRANTED BY THE SHAREHOLDERS AT THIS GENERAL SHAREH OLDERS MEETING; D) TO FINALLY DETERMINE ALL OTHER CIRCUMSTANCES THAT MAY BE R EQUIRED, ADOPTING AND CARRYING OUT SUCH RESOLUTIONS AS MAY BE NECESSARY, PUBLI SHING SUCH NOTICES AND GIVING SUCH GUARANTEES AS MAY BE PERTINENT FOR THE PURP OSES SET FORTH IN THE LAW, AS WELL AS EXECUTING ANY REQUIRED DOCUMENTS AND COM PLYING WITH ANY APPROPRIATE FORMALITIES, AND FULFILLING ANY REQUIREMENTS UNDER THE LAW FOR THE FULL PERFORMANCE OF THE RESOLUTIONS APPROVED AT THE GENERAL S HAREHOLDERS MEETING - ------------------------------------------------------------------------------------------------------------------------------------ INBEV SA, BRUXELLES EGM Meeting Date: 03/17/2005 Issuer: B5096U121 ISIN: BE0003793107 BLOCKING SEDOL: 4755317 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. ACKNOWLEDGE THE DIRECTOR S RESIGNATION, THE DEFINITIVE Non-Voting APPOINTMENT OF A CO-OPT ED DIRECTOR AND ACKNOWLEDGE OF THE DIRECTORS INDEPENDENCE WITHIN THE MEANING O F ARTICLE 524 OF THE BELGIAN COMAPNIES CODE 2. AMEND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION Management 3. APPROVE THE CAPITAL INCREASE BY ISSUANCE OF UP Management TO 49.545.705 NEW ORDINARY SHAR ES, FURTHER TO A CONTRIBUTION IN KIND 4.1 APPROVE TO CLOSE THE CAPITAL INCREASE Management 4.2 APPROVE THE RESTATEMENT OF THE ARTICLES OF ASSOCIATION Management 4.3 AMEND THE COMPANY S RECORDS HELD WITH THE REGISTER Management OF LEGAL ENTITIES AND OTHER FORMALITIES 7. APPROVE THE RESTATEMENT OF THE ARTICLES OF ASSOCIATION Management 8. AMEND THE COMPANY S RECORDS HELD WITH THE REGISTERED Management OF LEGAL ENTITIES AND OTH ER FORMALITIES - ------------------------------------------------------------------------------------------------------------------------------------ INBEV SA, BRUXELLES EGM Meeting Date: 03/17/2005 Issuer: B5096U121 ISIN: BE0003793107 BLOCKING SEDOL: 4755317 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 218645 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PR OVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN OR DER FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU. 1.1 ACKNOWLEDGE THE HONOURABLE RESIGNATION OF MR. Management BERNARD HANON FROM HIS OFFICE AS A DIRECTOR, EFFECTIVE AS OF 07 OCT 2004 1.2 APPOINT MR. MARK WINKELMAN AS A COOPTED DIRECTOR Management 1.3 ACKNOWLEDGE THAT I) MR. MARK WINKELMAN MEETS Management THE FUNCTIONAL FAMILY AND SHAREHO LDING CRITERIA OF INDEPENDENCE SET FORTH IN ARTICLE 524, SECTION 4, INDENT 2 O F THE BELGIAN COMPANIES CODE; II) NONE OF THE CIRCUMSTANCES SET FORTH IN 1, 2 AND 3 OF ARTICLE 524, SECTION 4, INDENT 2 OF THE BELGIUM COMPANIES CODE AND WH ICH WOULD PREVENT MR. MARK WINKELMAN FROM QUALIFYING AS INDEPENDENT, ARE APPLI CABLE TO HIM; AND III) MR. MARC WINKELMAN HAS EXPRESSLY STATED AND THE BOARD O F DIRECTORS IS OF THE OPINION THAT HE DOES NOT HAVE ANY TIES WITH ANY OTHER CO MPANY WHICH COULD COMPROMISE HIS INDEPENDENCE 2. AMEND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION Management BY ADDING ADDITIONAL INDENT AT THE END 3.i APPROVE THE CONTRIBUTION IN KIND BY HOLDERS OF Management AMBEV COMMON SHARES ACCEPTING T O TENDER THEIR SHARES IN THE STOCK MTO OF UP TO 3,583,214,808 AMBEV COMMON SHA RES THE CONTRIBUTION IN KIND 3.ii APPROVE, AS A RESULT OF THE CONTRIBUTION IN KIND, Management TO INCREASE THE SHARE CAPITA L OF INBEV BY UP TO EUR 38,150,192.85 IN ORDER TO BRING IT FROM EUR 453,497,12 8.77 (OR ANY OTHER RELEVANT AMOUNT, IN THE CASE THAT THIS AMOUNT IS MODIFIED A FTER THE PUBLICATION OF THIS NOTICE AS A RESULT OF (I) ANY EXERCISE OF WARRANT S ISSUED BY INBEV IN CONNECTION WITH ITS EMPLOYEE WARRANTS PLAN OR (II) ANY OT HER REASON) TO UP TO EUR 491,647,321.62 OR UP TO SUCH OTHER RELEVANT AMOUNT I N THE CASE OF MODIFICATION, AS MENTIONED ABOVE, OF THE CURRENT SHARE CAPITAL 3.iii APPROVE TO ALLOCATE THE REMAINING VALUE OF THE Management CONTRIBUTION IN KIND, I.E. AN A MOUNT OF EUR 1,304,538,412.65 TO THE ISSUANCE PREMIUM ACCOUNT OF INBEV, WHICH IS AN ACCOUNT THAT AFFORDS THE SAME GUARANTEE TO THIRD PARTIES AS THAT AFFORDE D BY THE SHARE CAPITAL OF INBEV AND MAY NOT BE TERMINATED NOR THE AMOUNTS WHIC H IT CONTAINS DISTRIBUTED EXCEPT FURTHER TO A RESOLUTION BY THE SHAREHOLDERS MEETING RESOLVING IN ACCORDANCE WITH THE REQUIREMENTS REFERRED TO IN ARTICLE 6 12 OF THE BELGIAN COMPANIES CODE 3.iv APPROVE, AS A RESULT OF THE SHARE CAPITAL INCREASE Management MENTIONED IN (II) ABOVE, TO ISSUE, TO HOLDERS OF AMBEV COMMON SHARES TENDERING THEIR SHARES IN THE STOCK MTO, UP TO 49,545,705 NEW ORDINARY SHARES OF LNBEV, WHICH (A) SHALL: I) BE OF THE SAME KIND AS THE EXISTING ORDINARY SHARES OF LNBEV; II) BENEFIT, UPON THEI R ISSUANCE, FROM THE SAME RIGHTS AND PRIVILEGES AS THE EXISTING ORDINARY SHARE S OF INBEV EXCEPT THAT THEY WILL ENTITLE THEIR HOLDERS TO THE DIVIDEND RELATIN G ONLY TO THE 2005 FY AND TO SUBSEQUENT FINANCIAL YEARS; IV) BE ISSUED UNDER T HE FORM OF A GLOBAL BEARER CERTIFICATE; V) HAVE NO NOMINAL VALUE AND (B) SHALL INCREASE THE TOTAL NUMBER OF SHARES OF CAPITAL STOCK OF INBEV FROM 588,617,20 1 SHARES CURRENTLY OR ANY OTHER RELEVANT AMOUNT, IN THE CASE THAT THIS AMOUNT IS MODIFIED AFTER THE PUBLICATION OF THIS NOTICE AS A RESULT OF (I) ANY EXERC ISE OF WARRANTS ISSUED BY INBEV IN CONNECTION WITH ITS EMPLOYEE WARRANTS PLAN OR (II) ANY OTHER REASON TO UP TO 638,162,906 SHARES OR UP TO SUCH OTHER REL EVANT AMOUNT IN THE CASE OF MODIFICATION, AS MENTIONED ABOVE, OF THE CURRENT N UMBER OF SHARES 3.v AMEND, AS APPROPRIATE, INDENTS 1 AND 2 OF ARTICLE Management 5, AND ARTICLE 37, OF THE AR TICLES OF ASSOCIATION, IN ORDER TO REFLECT THE CAPITAL INCREASE 4.1i AUTHORIZE THE BOARD OF DIRECTORS OF INBEV: A) Management TO ASSESS AT THE CLOSE OF THE ST OCK MTO THE NUMBER OF INBEV COMMON SHARES THAT WILL HAVE BEEN TENDERED BY THE HOLDERS THEREOF IN THE STOCK MTO; B) TO DECIDE THE NUMBER OF AMBEV COMMON SHAR ES TENDERED IN THE STOCK MTO THAT AMBEV WILL ACCEPT AS A CONTRIBUTION IN KIND TO ITS SHARE CAPITAL AGAINST NEW INBEV ORDINARY SHARES TO BE ISSUED PURSUANT T O THE CAPITAL INCREASE OR TO DECIDE THAT INBEV WILL ACCEPT NONE OF THE AMBEV C OMMON SHARES TENDERED IN THE STOCK MTO AS A CONTRIBUTION IN KIND TO ITS SHARE CAPITAL; C) TO DECIDE THE NUMBER OF AMBEV COMMON SHARES TENDERED IN THE STOCK MTO THAT WILL BE ACQUIRED BY WILL BE ACQUIRED BY INBEV OR INTERBREW INTERNATIO NAL BV, A WHOLLY OWNED DUTCH SUBSIDIARY OF LNBEV, IN EXCHANGE FOR EXISTING INB EV ORDINARY SHARES TO BE PURCHASED BY LNBEV OR LNTERBREW INTERNATIONAL BV AS APPLICABLE OR TO DECIDE THAT LNBEV AND LNTERBREW INTERNATIONAL BV WILL ACQUI RE NONE OF THE AMBEV COMMON SHARES TENDERED IN THE STOCK MTO IN EXCHANGE FOR E XISTING LNBEV ORDINARY SHARES; D) CONSEQUENTLY, TO DETERMINE THE FINAL AMOUNT FOR WHICH THE CAPITAL INCREASE WILL CLOSE AND THE FINAL NUMBER OF NEW LNBEV OR DINARY SHARES THAT WILL BE ISSUED, IT BEING UNDERSTOOD THAT (1) UPON SUCH DETE RMINATION THERE WILL BE NO OBLIGATION FOR THE BOARD OF DIRECTORS NOR FOR THE C OMPANY TO CLOSE THE CAPITAL INCREASE FOR ALL OR PART OF ITS AMOUNT AND FOR ALL OR PART OF THE CORRESPONDING NUMBER OF NEW INBEV ORDINARY SHARES AND (2) THE RESOLUTIONS 3 (I) TO (V) ABOVE ADOPTED BY THE EXTRAORDINARY SHAREHOLDERS MEETI NG WILL BECOME VOID FOR THE AMOUNT AND NUMBER OF SHARES IN EXCESS OF THOSE DET ERMINED PURSUANT TO (D) ABOVE AMBEV COMMON SHARES HAVING TENDERED THESE IN THE STOCK MTO AND THE CORRESPONDING AMOUNT OF ISSUANCE PREMIUM HAS BEEN EFFECTIVE LY PAID UP BY SUCH HOLDERS AND BOOKED ON AN UNAVAILABLE ACCOUNT OF INBEV; AND C) AS A RESULT OF THE ISSUANCE OF THE NEW ORDINARY SHARES OF INBEV, THE SHARES CAPITAL OF INBEV HAS BEEN EFFECTIVELY INCREASED BY THE CORRESPONDING AMOUNT 4.1ii AUTHORIZE 2 DIRECTORS ACTING JOINTLY THE ACKNOWLEDGING Management IN DUE COURSE AND PROVI DED THE BOARD OF DIRECTORS HAS DECIDED TO CLOSE ALL OR PART OF THE CAPITAL INC REASE PURSUANT TO RESOLUTION 4.I, AND THE REQUESTING OF A NOTARY TO ENACT IN A NOTARIAL DEED: A) THAT THE RELEVANT NUMBER OF AMBEV COMMON SHARES TENDERED IN THE STOCK MTO HAS BEEN EFFECTIVELY CONTRIBUTED TO LNBEV; B) THAT, AS A RESULT , THE CORRESPONDING AMOUNT OF NEW ORDINARY SHARES OF LNBEV HAVE BEEN EFFECTIVE LY ISSUED BY INBEV AND PAID UP AND SUBSCRIBED IN THEIR ENTIRETY BY THE HOLDERS OF AMBEV COMMON SHARES HAVING TENDERED THESE IN THE STOCK MTO AND THE CORRESP ONDING AMOUNT OF ISSUANCE PREMIUM HAS BEEN EFFECTIVELY PAID UP BY SUCH HOLDERS AND BOOKED ON AN UNAVAILABLE ACCOUNT OF INBEV; AND C) AS A RESULT OF THE ISSU ANCE OF THE NEW ORDINARY SHARES OF INBEV, THE SHARES CAPITAL OF INBEV HAS BEEN EFFECTIVELY INCREASED BY THE CORRESPONDING AMOUNT 4.2 AUTHORIZE MR. BENOIT LOORE AND MR. JOS LEYSEN, Management LEGAL DIRECTORS COMPANY & SECUR ITIES LAW AT INBEV, WHO MAY ACT INDIVIDUALLY WITH RIGHT OF SUBSTITUTION, FOR T HE RESTATEMENT OF THE ARTICLES OF ASSOCIATION AS A RESULT OF THE AMENDMENTS RE FERRED TO IN RESOLUTIONS 2 AND 3.2. V OF THE AGENDA, FOR THE SIGNING OF SUCH RESTATED VERSION AND ITS FILING WITH THE OFFICE OF THE CLERK OF THE COMMERCIA L COURT OF BRUSSELS 4.3 AUTHORIZE MR. BENOIT LOORE AND MR. JOS LEYSEN, Management LEGAL DIRECTORS COMPANY & SECUR ITIES LAW AT INBEV, WHO MAY ACT INDIVIDUALLY WITH RIGHT OF SUBSTITUTION, FOR T HE RESTATEMENT OF THE ARTICLES OF ASSOCIATION AS A RESULT OF THE AMENDMENTS RE FERRED TO IN RESOLUTIONS 2 AND 3.2. V OF THE AGENDA, THE RECORDS OF THE COMP ANY HELD WITH THE REGISTER OF LEGAL ENTITIES AND TO CARRY OUT ANY FORMALITIES WITH THE ADMINISTRATION OF THE VALUE ADDED TAX - ------------------------------------------------------------------------------------------------------------------------------------ PROMOTORA DE INFORMACIONES SA AGM Meeting Date: 03/17/2005 Issuer: E8183K102 ISIN: ES0171743117 SEDOL: 4067034, 5987175 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 18 MAR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal 1. APPROVE, WHEN APPROPRIATE, THE ANNUAL ACCOUNTS Management For BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND ANNUAL REPORT AND MANAGEMENT REPORT OF PROMOTORA DE INFORMACIONE S S.A AND ITS CONSOLIDATED GROUP, ALL THE AFOREMENTIONED RELATED TO THE FY 200 4, AND INCOME DISTRIBUTION PROPOSAL 2. APPROVE THE BOARD OF DIRECTORS MANAGEMENT DURING Management For THE FY 2004 3. APPROVE, IF APPROPRIATE, THE AGREEMENTS ADOPTED Management For IN RELATION TO THE AUDITORS OF THE COMPANY AND ITS CONSOLIDATED GROUP, WITHIN THE LEGAL REQUIREMENTS AND LIM ITS 4. APPROVE TO CEASE AND APPOINT THE DIRECTORS Management For 5. GRANT AUTHORITY FOR THE ACQUISITION OF ITS TREASURY Management For STOCK, DIRECTLY OR INDIREC TLY, WITHIN THE LEGAL REQUIREMENTS AND LIMITS CANCELING THE AUTHORIZATION GRAN TED BY THE GENERAL SHAREHOLDERS MEETING HELD ON 15 APR 2004 6. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For THE SHARE CAPITAL WITH OR WITHOUT SHARE PREMIUM, AND TO EXCLUDE, IF PERTINENT, THE PREFERENTIAL SUBSCRIPTION RI GHT; APPROVE TO CANCEL THE AUTHORIZATION GRANTED IN THE GENERAL SHAREHOLDERS M EETING OF 19 APR 2001 7. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLE Management For AND/OR EXCHANGEABLE BOND S AND WARRANTS AND TO DETERMINE THE CHARACTERISTICS OF THE CONVERSION AND CAPI TAL INCREASE IN THE NECESSARY AMOUNT 8. APPROVE TO ISSUE THE CONVERTIBLE AND/OR EXCHANGEABLE Management For BONDS, EXCLUDING THE PREF ERRED SUBSCRIPTION RIGHT; AND AUTHORIZE THE BOARD OF DIRECTORS TO EXECUTE THIS AGREEMENT AND DETERMINATION OF THE CHARACTERISTICS 9. APPROVE TO DELEGATE THE FACULTIES Management For - ------------------------------------------------------------------------------------------------------------------------------------ GRUPO FERROVIAL SA OGM Meeting Date: 03/18/2005 Issuer: E5701R106 ISIN: ES0162601019 SEDOL: 5678822, 5693405 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM THERE WILL BE A SEC OND CALL ON 19 MAR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. APPROVE THE REPORT ABOUT THE MODIFICATION OF Management Abstain THE REGULATION OF THE FERROVIAL G ROUP S.A. BOARD OF DIRECTORS APPROVED ON 28 MAY 2004 2. APPROVE THE FINANCIAL STATEMENTS AND MANAGEMENT Management For REPORT OF THE COMPANY FOR THE FY 2004 3. APPROVE THE FINANCIAL STATEMENTS AND MANAGEMENT Management For REPORT OF THE CONSOLIDATED GRO UP FOR THE FY 2004 4. APPROVE THE INCOME DISTRIBUTION Management For 5. APPROVE THE BOARD OF DIRECTORS MANAGEMENT FOR Management For THE FY 2004 6. RE-ELECT THE DIRECTORS Management For 7. APPROVE THE REPAYMENT OF THE HIGH DIRECTORS, Management Against INCLUDING MEMBERS OF THE BOARD, B Y THE DISTRIBUTION OF THE STOCK OPTIONS 8. AUTHORIZE THE COMPANY TO ACQUIRE ITS TREASURY Management Against STOCK, DIRECTLY OR THROUGH ITS G ROUP COMPANIES, IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH COMPANY LAW LEY DE SOCIEDADES ANONIMAS CANCELING THE AUTHORIZATION GRANTED BY THE GENERAL SHA REHOLDERS MEETING HELD ON 26 MAR 2004, AS WELL AS TO DESTINE TOTAL OR PARTIALL Y THE ACQUIRED TREASURY STOCK TO THE STOCK OPTIONS REPAYING PROGRAMS 9. AUTHORIZE THE BOARD OF DIRECTORS TO IMPLEMENT, Management For EXECUTE AND CARRY OUT THE RESOL UTIONS - ------------------------------------------------------------------------------------------------------------------------------------ KONINKLIJKE NUMICO NV EGM Meeting Date: 03/18/2005 Issuer: N56369239 ISIN: NL0000375616 BLOCKING SEDOL: B01YC48, B01ZSS7, B05PSD8 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. APPROVE THE TAKE OVER, MELLIN Management 3.1 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management 3.2 AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ABOUT Management EXCLUSION OF PREFERENTIAL RIG HTS 4. QUESTIONING Management 5. CLOSURE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ LIBERTY INTERNATIONAL PLC AGM Meeting Date: 03/18/2005 Issuer: G8995Y108 ISIN: GB0006834344 SEDOL: 0683434, 6163822, B05P214 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For OF 14.1P PER SHARE ORDINARY SH ARE 3. ELECT MR. R.M. CABLE AS A DIRECTOR Management For 4. ELECT MS. K.E. CHALDECOTT AS A DIRECTOR Management For 5. ELECT SIR ROBERT FINCH AS A DIRECTOR Management For 6. ELECT MR. L.J. HENDERSON AS A DIRECTOR Management For 7. ELECT MRS. L. JAMES AS A DIRECTOR Management For 8. ELECT MR. R. ROWLEY AS A DIRECTOR Management For 9. RE-ELECT MR. M. RAPP AS A DIRECTOR Management For 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID AND AUTHORI ZE THE AUDIT COMMITTEE TO DETERMINE THEIR REMUNERATION 11. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 32,168,829 ORDIN ARY SHARES OF 50P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 50 P AND UP TO 105% OF THE AVERAGE MIDDLE OF THE MARKET QUOTATIONS FOR THE ORDINA RY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 18 JUN 2006 ; THE COMPANY, BEFORE THE EXPIR Y, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUT ED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.13 AMEND ARTICLE 9 AND 12 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH MIX Meeting Date: 03/18/2005 Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING SEDOL: 7126341, 7129146 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH AGM Meeting Date: 03/18/2005 Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING SEDOL: 7126341, 7129146 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216927, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT 2004, ANNUAL FINANCIAL Management STATEMENTS 2004 AND CONSOLIDA TED STATEMENTS OF ACCOUNTS 2004 AND RECEIVE THE REPORTS OF THE AUDITORS AND TH E GROUP AUDITORS 2. APPROVE THE BALANCE SHEET PROFIT Management 3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS 4. AMEND THE ARTICLES OF INCORPORATION REGARDING Management THE BOARD OF DIRECTORS 5.1 ELECT THE BOARD OF DIRECTORS Management 5.2 ELECT THE AUDITORS AND THE GROUP AUDITORS Management - ------------------------------------------------------------------------------------------------------------------------------------ MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH AGM Meeting Date: 03/18/2005 Issuer: H5439Q120 ISIN: CH0012337421 BLOCKING SEDOL: 7126341, 7129146 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 218604 DUE TO CHANGE IN NU MBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREG ARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management REPORTS 2. APPROVE THE ALLOCATION OF INCOME AND OMISSION Management OF DIVIDENDS 3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management 4. AMEND ARTICLES REGARDING, THE ESTABLISHMENT OF Management STAGGERED BOARD, ESTABLISHING M ANDATORY RETIREMENT POLICY FOR BOARD MEMBERS 5. ELECT MR. HARALD STANZER AS A DIRECTOR Management 6. RATIFY ERNST AND YOUNG AS THE AUDITORS Management * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ STMICROELECTRONICS N V AGM Meeting Date: 03/18/2005 Issuer: N83574108 ISIN: NL0000226223 BLOCKING SEDOL: 5962321, 5962332, 5962343, 7165720, B01GZG7, B05DWQ3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. CALL TO ORDER AND OPENING Management 2. APPROVE THE REPORT OF THE MANAGING BOARD ON THE Management 2004 FY AND DISCUSSION THEREOF 3. APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Management THE 2004 FY AND DISCUSSION THER EOF 4.a APPROVE AND ADOPT THE ANNUAL ACCOUNTS FOR THE Management 2004 FY 4.b APPROVE THE RETAINED EARNINGS, DIVIDEND POLICY Management AND ADOPTION OF A DIVIDEND OF U SD 0.12 PER COMMON SHARE 4.c GRANT DISCHARGE TO THE SOLE MEMBER OF THE MANAGING Management BOARD 4.d GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management BOARD 5. APPOINT A NEW SOLE MEMBER OF THE MANAGING BOARD Management 6. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management 7. APPOINT PRICEWATERHOUSECOOPERS N.V. AS THE COMPANY Management S AUDITORS 8. APPROVE THE COMPENSATION POLICY FOR THE MANAGING Management BOARD 9. APPROVE THE COMPENSATION OF THE MEMBERS OF THE Management SUPERVISORY BOARD 10. AMEND THE COMPANY S EXISTING 2001 EMPLOYEE STOCK Management OPTION PLAN 11. APPROVE THE NEW THREE-YEAR STOCK-BASED COMPENSATION Management PLAN FOR MEMBERS AND PROFE SSIONALS OF THE SUPERVISORY BOARD 12. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management AUTHORIZATION TO EXECUTE THE DEED OF AMENDMENT REQUIRED BY CHANGES IN DUTCH LAW AND CORPORATE GOVERNANCE STAND ARDS 13. APPROVE THE TRIBUTE TO OUTGOING PRESIDENT AND Management CHIEF EXECUTIVE OFFICER, MR. PAS QUALE PRISTORIO 14. QUESTION TIME Management 15. CLOSE Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF RECORD DATE. IF YOU HAV E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ STMICROELECTRONICS N V AGM Meeting Date: 03/18/2005 Issuer: N83574108 ISIN: NL0000226223 BLOCKING SEDOL: 5962321, 5962332, 5962343, 7165720, B01GZG7, B05DWQ3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 11 MAR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 218584 DUE TO CHANGE IN THE N UMBER OF THE RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. CALL TO ORDER AND OPENING Non-Voting 2. APPROVE THE REPORT OF THE MANAGING BOARD ON THE Non-Voting 2004 FY AND DISCUSSION THEREOF 3. APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Non-Voting THE 2004 FY AND DISCUSSION THER EOF 4.a APPROVE AND ADOPT THE ANNUAL ACCOUNTS FOR THE Management 2004 FY 4.b APPROVE THE RETAINED EARNINGS, DIVIDEND POLICY Management AND ADOPTION OF A DIVIDEND OF U SD 0.12 PER COMMON SHARE 4.c GRANT DISCHARGE TO THE SOLE MEMBER OF THE MANAGING Management BOARD 4.d GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management BOARD 5. APPOINT A NEW SOLE MEMBER OF THE MANAGING BOARD Management 6.a APPOINT MR. GERALD ARBOLA AS A MEMBER OF THE Management SUPERVISORY BOARD 6.b APPOINT MR. MATTEO DEL FANTE AS A MEMBER OF THE Management SUPERVISORY BOARD 6.c APPOINT MR. TOM DE WAARD AS A MEMBER OF THE SUPERVISORY Management BOARD 6.d APPOINT MR. DIDIER LOMBARD AS A MEMBER OF THE Management SUPERVISORY BOARD 6.e APPOINT MR. BRUNO STEVE AS A MEMBER OF THE SUPERVISORY Management BOARD 6.f APPOINT MR. ANTONIO TURICCHI AS A MEMBER OF THE Management SUPERVISORY BOARD 6.g APPOINT MR. DOUGLAS DUNN AS A MEMBER OF THE SUPERVISORY Management BOARD 6.h APPOINT MR. FRANCIS GAVOIS AS A MEMBER OF THE Management SUPERVISORY BOARD 6.i APPOINT MR. ROBERT WHITE AS A MEMBER OF THE SUPERVISORY Management BOARD 7. APPOINT PRICEWATERHOUSECOOPERS N.V. AS THE COMPANY Management S AUDITORS 8. APPROVE THE COMPENSATION POLICY FOR THE MANAGING Management BOARD 9. APPROVE THE COMPENSATION OF THE MEMBERS OF THE Management SUPERVISORY BOARD 10. AMEND THE COMPANY S EXISTING 2001 EMPLOYEE STOCK Management OPTION PLAN 11. APPROVE THE NEW THREE-YEAR STOCK-BASED COMPENSATION Management PLAN FOR MEMBERS AND PROFE SSIONALS OF THE SUPERVISORY BOARD 12. AMEND THE ARTICLES OF ASSOCIATION INCLUDING Management AUTHORIZATION TO EXECUTE THE DEED OF AMENDMENT REQUIRED BY CHANGES IN DUTCH LAW AND CORPORATE GOVERNANCE STAND ARDS 13. APPROVE THE TRIBUTE TO OUTGOING PRESIDENT AND Non-Voting CHIEF EXECUTIVE OFFICER, MR. PAS QUALE PRISTORIO 14. QUESTION TIME Non-Voting 15. CLOSE Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ TELEFONICA PUBLICIDAD E INFORMACION SA, MADRID OGM Meeting Date: 03/19/2005 Issuer: E9016X113 ISIN: ES0178419117 SEDOL: 5996245 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE, IF PERTINENT, THE ANNUAL STATEMENTS Management For AND THE MANAGEMENT REPORT OF TELE FONICA PUBLIC IDAD E INFORMACION, SA AND ITS CONSOLIDATED FINANCIAL GROUP, THE ALLOCATION OF EARNINGS OF TELEFONICA PUBLICIDAD E INFORMACION, SA AND THE PER FORMING OF THE BOARD OF DIRECTORS, ALL THE AFOREMENTIONED RELATING TO THE FY 2 004 2. APPROVE THE DISTRIBUTION TO THE SHAREHOLDERS: Management For DISTRIBUTION OF CASH DIVIDEND PA YMENTS BY CHARGING PROFITS OF THE FY 2004 3. APPOINT, IF PERTINENT, THE ADVISORS Management For 4. APPOINT THE ACCOUNTS AUDITORS OF THE COMPANY Management For AND ITS CONSOLIDATED FINANCIAL GR OUP CCCORDING TO THE ARTICLE 204 OF THE CORPORATE BY-LAWS 5. GRANT AUTHORITY FOR THE ACQUISITION OF TREASURY Management For STOCK, DIRECTLY OR THROUGH ITS CONSOLIDATED FINANCIAL GROUP 6. APPROVE THE CAPITAL DECREASE BY REDEEMING ITS Management For OWN TREASURY STOCK, EXCLUDING TH E OPPOSITION OF CREDITORS, WITH THE MODIFICATION OF THE COMPANY BY-LAWS ACCORD INGLY 7. GRANT AUTHORITY TO EXECUTE PASSED RESOLUTIONS Management For - ------------------------------------------------------------------------------------------------------------------------------------ TELEVISION BROADCASTS LTD EGM Meeting Date: 03/21/2005 Issuer: Y85830100 ISIN: HK0511001957 SEDOL: 5274190, 6881674, B01Y6R9 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE AND RATIFY THE AGREEMENT AS SPECIFIED Management For AND THE TRANSACTIONS CONTEMPLA TED THEREUNDER 2. APPROVE THAT THE PERIOD OF 30 DAYS DURING WHICH Management For THE COMPANY S REGISTER OF MEMB ER MAY BE CLOSED UNDER SECTION 99(1) OF THE COMPANIES ORDINANCE DURING THE CAL ENDAR YEAR 2005, BE EXTENDED, PURSUANT TO SECTION 99(2) OF THE COMPANIES ORDIN ANCE, TO 60 DAYS * PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS. SECTION A WILL BE FILLED BY THE INSTITUTION. PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA65E0.PDF - ------------------------------------------------------------------------------------------------------------------------------------ CHUGAI PHARMACEUTICAL CO LTD AGM Meeting Date: 03/23/2005 Issuer: J06930101 ISIN: JP3519400000 SEDOL: 08 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management For 9, FINAL JY 9, SPECIAL JY 0 2 AMEND THE ARTICLES OF INCORPORATION DIRECTORS Management For 3.1 ELECT MR. A.E. COHEN AS A DIRECTOR Management For 3.2 ELECT MR. J.K.L. KNOWLES AS A DIRECTOR Management For 3.3 ELECT MR. M. OHASHI AS A DIRECTOR Management For 4. ELECT M. SAITO AS A CORPORATE AUDITOR Management For 5. APPROVE THE ISSUANCE OF MR. SHINKSBU YOYAKU-KEN Management For RIGHT TO ACQUIRE NEW ISSUE AS STOCK OPTIONS 6. GRANT RETIREMENT ALLOWANCES TO THE RETIRING AUDITORS Management For * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ SGS SA, GENEVE OGM Meeting Date: 03/23/2005 Issuer: H7484G106 ISIN: CH0002497458 BLOCKING SEDOL: 4824778 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS - ------------------------------------------------------------------------------------------------------------------------------------ SGS SA, GENEVE OGM Meeting Date: 03/23/2005 Issuer: H7484G106 ISIN: CH0002497458 BLOCKING SEDOL: 4824778 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1.A RECEIVE THE 2004 ANNUAL REPORT AND THE ACCOUNTS Management OF SGA SA: REPORT OF THE AUDIT ORS 1.B RECEIVE THE 2004 CONSOLIDATED ACCOUNTS OF THE Management SGS GROUP: REPORT OF THE GROUP A UDITORS 2. APPROVE TO RELEASE OF THE BOARD OF DIRECTORS Management AND OF THE MANAGEMENT 3. APPROVE THE APPROPRIATION OF PROFITS RESULTING Management FROM THE BALANCE SHEET OF SGS S A 4. ELECT THE BOARD OF DIRECTORS Management 5. ELECT THE AUDITORS Management 6. AMEND THE ARTICLE 5 OF THE ARTICLES OF INCORPORATION Management AUTHORIZED INCREASE OF S HARE CAPITAL 7. APPROVE THE ABOLITION OF THE BEARER PROFIT SHARING Management CERTIFICATES AGAINST DELIVE RY OF REGISTERED SHARES TO THE BEARERS OF PROFIT SHARING CERTIFICATES: DELETIO N OF ARTICLE 7 AND AMEND THE ARTICLE 31, PARAGRAPH 4, AND OF HEADING II OF THE ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------------------------ ASML HOLDING NV AGM Meeting Date: 03/24/2005 Issuer: N07059160 ISIN: NL0000334365 BLOCKING SEDOL: 5949368, 5949670 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2.1 APPROVE THE ANNUAL ACCOUNT AND THE ANNUAL REPORT Management 2.2 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management 2.3 APPROVE THE REPORT OF THE SUPERVISORY BOARD Management 2.4 APPROVE THE EVALUATION OF THE PERFORMANCE BY Management THE ACCOUNTANT 2.5 APPROVE THE RESERVE AND DIVIDEND POLICY Management 2.6 APPROVE THE ASSESSMENT OF THE ANNUAL ACCOUNT Management OF 2004 3. APPROVE THE CORPORATE GOVERNANCE Management 4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 5. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 6. APPROVE THE ARRANGEMENTS OF THE OPTION AND SHARE Management 7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management 8. APPROVE THE COMPILATION OF THE SUPERVISORY BOARD Management 9. APPROVE THE VACANCIES FOR THE SUPERVISORY BOARD Management FOR 2006 10. APPROVE THE SALARY OF THE SUPERVISORY BOARD Management 11. AMEND THE ARTICLES OF ASSOCIATION Management 12. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management SHARES AND TO LIMIT THE EXCLUSIO N OF PREFERENCE RIGHT 13. AUTHORIZE THE BOARD OF DIRECTORS TO BUY OWN SHARES Management 14. QUESTIONS Management 15. CLOSING Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ ASML HOLDING NV AGM Meeting Date: 03/24/2005 Issuer: N07059160 ISIN: NL0000334365 BLOCKING SEDOL: 5949368, 5949670 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 215684 DUE TO CHANGE IN THE N UMBERING. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 17 MAR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2.a APPROVE THE REPORT OF THE MANAGING BOARD ON THE Management FY 2004 2.b APPROVE THE REPORT OF THE SUPERVISORY BOARD ON Management THE FY 2004 2.c APPROVE THE EVALUATION OF THE PERFORMANCE OF Management THE EXTERNAL AUDITOR BY THE AUDIT COMMITTEE AND THE MANAGING BOARD 2.d APPROVE THE COMPANY S CURRENT POLICY NOT TO PAY Management ANY DIVIDENDS ON ITS ORDINARY SHARES, NOR TO DISTRIBUTE ANY RESERVES, BUT TO INVEST THOSE PROCEEDS, IF ANY, IN RESEARCH AND DEVELOPMENT OF NEW TECHNOLOGY THE EVALUATION OF THE PERFORMANC E BY THE ACCOUNTANT 2.e APPROVE THE ANNUAL ACCOUNTS ON THE FY 2004 Management 3. APPROVE THE CORPORATE GOVERNANCE CHAPTER OF THE Management ANNUAL REPORT 2004 4. GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management OF THE DUTIES PERFORMED DURIN G THE PAST FY 5. GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management OF THE DUTIES PERFORMED DU RING THE PAST FY 6. APPROVE THE STOCK OPTION AND SHARE ARRANGEMENTS Management 7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD MEMBERS Management 8.a RE-APPOINT MR. J.W.B. WESTERBURGEN, O.B. BILOUS Management AND MS. H.J.C. VAN DEN BURG AS MEMBERS OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS LAID DOWN IN ARTICLE 2: 158 PARAGRAPH 5, SECTION 2:142 PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILAB LE FOR THE GENERAL MEETING OF SHAREHOLDERS 8.b AUTHORIZE THE GENERAL MEETING TO RECOMMEND INDIVIDUALS Management FOR APPOINTMENT TO THE POST OF SUPERVISORY DIRECTOR 9. APPROVE THE VACANCIES IN THE SUPERVISORY BOARD Management FOR 2006 10. APPROVE TO INCREASE THE REMUNERATION OF THE CHAIRMAN Management OF THE AUDIT COMMITTEE WI TH AN AMOUNT OF EUR 5,000 PER YEAR AND GRANT MR. O.B. BILOUS EUR 10.000 PER YE AR, IN ADDITION TO THE REMUNERATION OF EUR 25.000 FOR SUPERVISORY BOARD MEMBER SHIP, ON THE CONDITION THAT MR. BILOUS IS APPOINTED AS A SUPERVISORY DIRECTOR 11. APPROVE TO CHANGE THE ARTICLES OF ASSOCIATION Management IN RESPECT OF THE FOLLOWING SUBJ ECTS: ADJUSTMENTS ACCORDING IMPLEMENTATION OF CHANGES IN DUTCH CIVIL LAW 12. APPROVE THAT THE MANAGING BOARD SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOA RD AND THE MEETING OF PRIORITY SHAREHOLDERS BE DESIGNATED FOR A PERIOD OF 18 M ONTHS AS THE BODY AND AUTHORIZE THE MANAGING BOARD TO ISSUE THE SHARES NOT EXC EEDING THE NUMBER OF UNISSUED SHARES IN THE CAPITAL OF THE COMPANY AND APPROVA L OF THE SUPERVISORY BOARD AND THE MEETING OF PRIORITY SHAREHOLDERS AS THE SOL E BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON NEW ISSUED SHARES IN THE C OMPANY 13. AUTHORIZE THE MANAGEMENT BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOA RD, TO CAUSE THE COMPANY TO ACQUIRE ITS OWN SHARES FOR VALUABLE UP TO A MAXIMU M NUMBER WHICH AT THE TIME OF ACQUISITION; THE COMPANY IS PERMITTED TO ACQUIRE PURSUANT TO THE PROVISIONS OF SECTION 98, SUBSECTION 2 OF BOOK 2 OF THE NETHE RLANDS CIVIL CODE SUCH ACQUISITION MAY BE EFFECTED BY MEANS OF ANY TYPE OF CON TRACT, INCLUDING STOCK EXCHANGE TRANSACTIONS AND PRIVATE TRANSACTIONS, THE PRI CE MUST LIE BETWEEN THE PAR VALUE OF THE SHARES AND AN AMOUNT EQUAL TO 110% OF THE MARKET PRICE, BY MARKET PRICE IS UNDERSTOOD THE AVERAGE OF THE HIGHEST PR ICES REACH BY THE SHARES ON EACH OF THE 5 STOCK EXCHANGE BUSINESS DAYS PRECEDI NG THE DATE OF ACQUISITION, AS EVIDENCED BY THE OFFICIAL PRICE LIST OF EURONEX T AMSTERDAM NV; AUTHORITY IS VALID FOR A PERIOD OF 18 MONTHS, COMMENCING ON 24 MAR 2005 OF DIRECTORS TO BUY OWN SHARES 14. TRANSACT ANY OTHER BUSINESS Other 15. CLOSING Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN THE BLOCKING CONDITIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. PLEASE ALSO NOTE THAT TH E NEW CUT OFF DATE IS 18 MAR 2005. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ STRAUMANN HOLDING AG, WALDENBURG AGM Meeting Date: 03/24/2005 Issuer: H8300N119 ISIN: CH0012280076 BLOCKING SEDOL: 7156832 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ------------------------------------------------------------------------------------------------------------------------------------ STRAUMANN HOLDING AG, WALDENBURG AGM Meeting Date: 03/24/2005 Issuer: H8300N119 ISIN: CH0012280076 BLOCKING SEDOL: 7156832 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING ID 213108, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MU ST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGI STRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTE R THE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS 1. RECEIVE THE ANNUAL REPORT 2004 AND REPORTS OF Management THE AUDITORS AND THE GROUP AUDIT ORS 2. APPROVE THE ANNUAL REPORT 2004, ANNUAL FINANCIAL Management STATEMENTS 2004 AND CONSOLIDA TED FINANCIAL STATEMENTS 2004 3. APPROVE APPROPRIATION OF THE BALANCE SHEET PROFIT; Management ALLOCATION OF INCOME AND DI VIDENDS OF CHF 2.00 PER SHARE 4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 5. ELECT MR. RUDOLF MAAG, MR. SEBASTIAN BURCKHARDT Management AND MR. JUERG MORANT AS THE BO ARD OF DIRECTORS 6. ELECT PROCEWATERHOUSECOOPERS AS THE AUDITORS Management 7. APPROVE THE MOVEMENT AND CHANGE OF HEADING AND Management NUMERAL 1.1 OF THE ARTICLES OF ASSOCIATION 8. AMEND NUMERALS 3.1.3 AND 3.1.8 OF THE ARTICLES Management OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ TONENGENERAL SEKIYU K.K., TOKYO AGM Meeting Date: 03/25/2005 Issuer: J8657U110 ISIN: JP3428600005 SEDOL: - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROFIT APPROPRIATION FOR NO.85 TERM: Management For DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED AS JPY 18 PER SHARE JPY 36 ON A YEARLY BASIS 2.1 ELECT MR. G.W. PRUESSING AS A DIRECTOR Management For 2.2 ELECT MR. KENICHI SUGIYAMA AS A DIRECTOR Management For 2.3 ELECT MR. KAZUO SUZUKI AS A DIRECTOR Management For 2.4 ELECT MR. W.J. BOGATY AS A DIRECTOR Management For 2.5 ELECT MR. J.F. SPRUILL AS A DIRECTOR Management For 2.6 ELECT MR. JUN MUTOU AS A DIRECTOR Management For 3. ELECT MR. JUN OOTA AS AN ALTERNATE STATUTORY AUDITOR Management Against * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ TREND MICRO INC AGM Meeting Date: 03/25/2005 Issuer: J9298Q104 ISIN: JP3637300009 SEDOL: 5626092, 6125286, B02NJL0 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE 16TH PROFIT APPROPRIATION PLAN Management For 2. APPROVE PARTIAL AMENDMENTS TO THE ARTICLES OF Management For INCORPORATION; PLEASE REFER TO T HE PAGE 54 OF THE PROXY STATEMENT FOR THE DETAILS OF THE PROPOSED CHANGES 3.1 ELECT MR. MING-JANG CHANG AS A DIRECTOR Management For 3.2 ELECT MS. EVA CHEN AS A DIRECTOR Management For 3.3 ELECT MR. MAHENDRA NEGI AS A DIRECTOR Management For 3.4 ELECT MR. HIROTAKA TAKEUCHI AS A DIRECTOR Management For 4.1 APPOINT MR. FUMIO HASEGAWA AS A CORPORATE AUDITOR Management For 4.2 APPOINT MR. SADATOSHI NAKAYAMA AS A CORPORATE Management For AUDITOR 4.3 APPOINT MR. YASUO KAMEOKA AS A CORPORATE AUDITOR Management For 4.4 APPOINT MR. KOJI FUJITA AS A CORPORATE AUDITOR Management For 5. APPROVE THE ISSUANCE OF THE STOCK ACQUISITION Management Against RIGHTS AS A STOCK OPTIONS TO DIR ECTORS, EMPLOYEES OF, STAFF SECONDED TO, ADVISORS OF AND PERSONS SCHEDULED TO BE EMPLOYED BY THE COMPANY AND ITS SUBSIDIARIES; PLEASE REFER TO PAGE 57 THRU 60 OF THE PROXY STATEMENT FOR THE EXPLANATION - ------------------------------------------------------------------------------------------------------------------------------------ BRISA-AUTO-ESTRADAS DE PORTUGAL S A AGM Meeting Date: 03/28/2005 Issuer: X07448107 ISIN: PTBRI0AM0000 BLOCKING SEDOL: 5369193, 5378928, 5803925, 5821574 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE ANNUAL REPORT AND THE RESULTS OF 2004 Management 2. APPROVE THE CONSOLIDATED REPORT AND ALSO THE Management CONSOLIDATED RESULTS OF 2004 3. APPROVE THE PROFIT S APPROPRIATION Management 4. APPROVE THE GENERAL APPROPRIATION OF THE COMPANY Management S MANAGEMENT AND AUDITING 5. APPROVE THE REPORT OF THE GENERAL MANAGEMENT Management INCENTIVE SCHEME 6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management 7. APPROVE THE CHANGES ON THE GENERAL MANAGEMENT Management INCENTIVE SCHEME 8. ELECT THE CORPORATE BODIES FOR 2005-2007 Management * PLEASE NOTE THAT 500 MINIMUM SHARES ARE ENTITLED Non-Voting TO 1 VOTE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ ALPHA BANK SA EGM Meeting Date: 03/29/2005 Issuer: X1687N119 ISIN: GRS015013006 BLOCKING SEDOL: 4235864, 5437517, B06G6X6 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVAL OF THE DRAFT CONTRACT AND DEED FOR THE Management MERGER OF ALPHA BANK A.E AND DELTA SINGULAR S.A. BY ABSORPTION OF THE LATTER BY THE FORMER, APPROVAL OF THE MERGER BALANCE SHEET OF ALPHA BANK A.E. , THE RELEVANT CERTIFICATES OF TH E AUDITORS, THE REPORT OF THE BOARD OF DIRECTORS, ACCORDING TO ARTICLE 69, PA RAGRAPH 4 OF LAW 2190/1920 AND GRANTING OF AUTHORIZATION FOR THE SIGNING OF TH E NOTARIAL DEED AND THE PERFORMANCE OF ANY OTHER ACT OR STATEMENT REQUIRED TO THIS PURPOSE 2. INCREASE OF THE SHARE CAPITAL OF ALPHA BANK Management A.E. BY THE AMOUNT OF THE SHARE CAPITAL CONTRIBUTED BY DELTA SINGULAR S.A. , RESULTING FROM ITS ABSORPTION. D ECREASE OF THE SHARE CAPITAL OF ALPHA BANK A.E. , BY THE AMOUNT WHICH CORRESP ONDS TO THE PAR VALUE OF THE SHARES OF THE ABSORBED COMPANY OWNED BY THE ABSOR BING COMPANY. INCREASE OF THE SHARE CAPITAL OF ALPHA BANK A.E. BY THE CAPITA LIZATION OF RESERVES FOR THE ROUNDING OFF OF THE NOMINAL VALUE OF EACH SHARE O F ALPHA BANK A.E. TO EUR 5,35. ISSUE AND DISTRIBUTION OF SHARES. AMENDMENT O F ARTICLE 5 OF THE ARTICLES OF INCORPORATION AND GRANTING OF AN IRREVOCABLE OR DER TO THE BOARD OF DIRECTORS FOR THE SETTLEMENT OF ANY FRACTIONAL RIGHTS 3. APPROVAL OF ALL DEEDS, ACTIONS AND STATEMENTS, Management UNTIL TODAY, OF THE BOARD OF DI RECTORS OF ALPHA BANK A.E. AND OF ITS REPRESENTATIVES AND PROXIES RELATIVE T O THE AFOREMENTIONED MERGER * PLEASE NOTE THAT THE MEETING HELD ON 01 MAR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 15 MAR 2005 AT 10: 00 AM. PLEASE ALSO NOTE THE NEW CUTOFF DATE IS 03 MAR 2005. IF YOU HAVE ALREAD Y SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO A MEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU * PLEASE NOTE THAT THE MEETING HELD ON 15 MAR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 29 MAR 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE 17 MAR 2005. IF YOU HAVE ALREADY SENT YOUR VOT ES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGI NAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ YAMAHA MOTOR CO LTD AGM Meeting Date: 03/29/2005 Issuer: J95776126 ISIN: JP3942800008 SEDOL: 5938258, 6985264, B02NKF1 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For FOR NO.70 TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED AS JPY 14 PER SHARE JPY 14 ON A YEAR BASIS 2. AMEND THE COMPANY S ARTICLES OF INCORPORATION: Management For THE TERM OF OFFICE FOR THE DIRE CTOR HAS BEEN PROPOSED TO CHANGE TO 1 YEAR FROM THE PRESENT 2 YEAR 3.1 ELECT MR. TOORU HASEGAWA AS THE DIRECTOR Management For 3.2 ELECT MR. TAKASHI KAJIKAWA AS THE DIRECTOR Management For 3.3 ELECT MR. HIROYASU MIYAO AS THE DIRECTOR Management For 3.4 ELECT MR. RYUUICHI YAMASHITA AS THE DIRECTOR Management For 3.5 ELECT MR. HIROSHI UKON AS THE DIRECTOR Management For 3.6 ELECT MR. KUNIHIKO NAKAJIMA AS THE DIRECTOR Management For 3.7 ELECT MR. WATARU SUZUKI AS THE DIRECTOR Management For 4. ELECT MR. HIROSHI TANAKA AS THE AUDITOR Management For 5. GRANT RETIREMENT ALLOWANCE TO THE RETIRED DIRECTORS Management For AND STATUTORY AUDITOR: 3 D IRECTORS MESSES RYUUICHI YAMASHITA, HIROSHI UKON AND KUNIHIKO NAKAJIMA AND 1 S TATUTORY AUDITOR KAZUYOSHI NAKANO, ACCORDING TO THE COMPANY RULE 6. APPROVE THE REVISION OF REMUNERATION FOR THE Management For DIRECTORS AND STATUTORY AUDITORS: THE REMUNERATIONS FOR THE DIRECTORS WILL BE REVISED TO JPY 45,000,000 A MONTH FROM JPY 36,000,000 OR LESS AT PRESENT AND THAT FOR STATUTORY AUDITORS WILL B E REVISED TO JPY 5,500,000 A MONTH FROM JPY 4,500,000 OR LESS * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ ASAHI BREWERIES LTD AGM Meeting Date: 03/30/2005 Issuer: J02100113 ISIN: JP3116000005 SEDOL: 5709432, 6054409, B020TC2 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 7.5, FINAL JY 7.5, SPECIAL JY 0 2 APPROVE EXECUTIVE STOCK OPTION PLAN Management For 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 4 APPOINT INTERNAL STATUTORY AUDITOR Management For 5 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ ASAHI GLASS AGM Meeting Date: 03/30/2005 Issuer: J02394120 ISIN: JP3112000009 SEDOL: 2045515, 5753031, 6055208 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 6, FINAL JY 6, SPECIAL JY 0 2 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF DIRECTORS Management For AND STATUTORY AUDITORS 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 3.4 ELECT DIRECTOR Management For 3.5 ELECT DIRECTOR Management For 3.6 ELECT DIRECTOR Management For 3.7 ELECT DIRECTOR Management For 4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 4.2 APPOINT INTERNAL STATUTORY AUDITOR Management For 5 APPROVE EXECUTIVE STOCK OPTION PLAN Management Against 6 APPROVE RETIREMENT BONUSES TO STATUTORY AUDITORS Management Against AND SPECIAL PAYMENTS TO CONTINUING STATUTORY AUDITORS IN CONNECTION WITH ABOLITION OF RETIREMENT BONUS SYSTEM - ------------------------------------------------------------------------------------------------------------------------------------ ASAHI GLASS AGM Meeting Date: 03/30/2005 Issuer: J02394120 ISIN: JP3112000009 SEDOL: 2045515, 5753031, 6055208 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVAL OF THE PROFIT APPROPRIATION FOR NO.80 Management For TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED AS JPY 6 PER SHARE 2. AMEND THE ARTICLES OF INCORPORATION Management For 3.1 ELECT MR. SHINYA ISHIZU AS A DIRECTOR Management For 3.2 ELECT MR. MASAHIRO KADOMATSU AS A DIRECTOR Management For 3.3 ELECT MR. HAJIME AMEMIYA AS A DIRECTOR Management For 3.4 ELECT MR. TAKASHI MATSUZAWA AS A DIRECTOR Management For 3.5 ELECT MR. HARUO SHIMADA AS A DIRECTOR Management For 3.6 ELECT MR. KAKUTAROU KITASHIRO AS A DIRECTOR Management For 3.7 ELECT MR. TAKUYA GOTOU AS A DIRECTOR Management For 4.1 ELECT MR. TAKASHI TERASHIMA AS A STATUTORY AUDITOR Management For 4.2 ELECT MR. SEIJI MUNAKATA AS A STATUTORY AUDITOR Management For 5. AUTHORIZE THE COMPANY TO GIVE FREE SHARE SUBSCRIPTION Management For RIGHTS TO DIRECTORS, EXE CUTIVES, AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20 AND 280-21 6. GRANT RETIREMENT ALLOWANCES TO STATUTORY AUDITORS Management For MR. MASASHI SAKAMOTO AND MR. HIROSHI WATANABE AND ALSO, IN CONNECTION WITH THE ADOPTED ABOLISHMENT OF RETI REMENT ALLOWANCES SYSTEM, THE COMPANY GRANTS RETIREMENT ALLOWANCES UPON RETIRE MENT TO CURRENT STATUTORY AUDITORS MR. KAZUHIKO NAGANO AND MR. MASAYUKI MINATO * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 221756 DUE TO A CHANGE. AL L VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ ASATSU-DK INC. AGM Meeting Date: 03/30/2005 Issuer: J03014107 ISIN: JP3109800007 SEDOL: 5837270, 6056052, B020TH7 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROFIT APPROPRIATION FOR NO. 50 TERM: Management For DIVIDENDS FOR THE CURRENT TE RM AS JPY 11 PER SHARE JPY 20 ON A YEARLY BASIS 2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For 3.1 ELECT MR. MASAO INAGAKI AS A DIRECTOR Management For 3.2 ELECT MR. KOICHIRO NAGANUMA AS A DIRECTOR Management For 3.3 ELECT MR. HIDEAKI HIROSE AS A DIRECTOR Management For 3.4 ELECT MR. TAKEO HISHIYAMA AS A DIRECTOR Management For 3.5 ELECT MR. KENJI MORI AS A DIRECTOR Management For 3.6 ELECT MR. KAZUHIKO OHNO AS A DIRECTOR Management For 3.7 ELECT MR. MASANOBU KINJOU AS A DIRECTOR Management For 3.8 ELECT MR. HIDEYUKI NAGAI AS A DIRECTOR Management For 3.9 ELECT MR. MASAHIKO MURAYAMA AS A DIRECTOR Management For 3.10 ELECT MR. HIROAKI KASAI AS A DIRECTOR Management For 3.11 ELECT MR. KAZUHIKO NARIMATSU AS A DIRECTOR Management For 3.12 ELECT MR. KOUJI SHIMIZU AS A DIRECTOR Management For 3.13 ELECT SIR MARTIN SORRELL AS A DIRECTOR Management For 4. ELECT MR. SHOUJI HONDA AS THE STATUTORY AUDITOR Management For 5. GRANT RETIREMENT ALLOWANCES TO THE DIRECTORS Management For MR. EIZOU OOKI AND MR. OSAMU TANI GUCHI ACCORDING TO THE COMPANY RULE - ------------------------------------------------------------------------------------------------------------------------------------ BANCO ESPIRITO SANTO SA AGM Meeting Date: 03/30/2005 Issuer: X0346X153 ISIN: PTBES0AM0007 BLOCKING SEDOL: 4058061, 5740334 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE 2004 MANAGEMENT REPORT AND ACCOUNTS Management 2. APPROVE THE 2004 CONSOLIDATED MANAGEMENT REPORT Management AND CONSOLIDATED ACCOUNTS 3. APPROVE THE APPLICATION OF THE RESULTS Management 4. APPROVE TO PROCEED WITH THE APPRECIATION OF MANAGEMENT Management AND THE FISCAL MATTERS OF THE COMPANY 5. APPROVE THE MAINTENANCE OF THE GROUP RELATION Management RELATED TO THE COMPANIES WITH BE S DETAINS ALL THE SOCIAL CAPITAL 6. APPROVE THE ACQUISITION BY BES OF REPRESENTATIVE Management SHARES OF OWN SOCIAL CAPITAL AND POSTERIOR ALIENATION 7. APPROVE TO PROCEED WITH THE RATIFICATION OF THE Management DESIGNATION FOR THE EFFECTIVE MEMBER OF THE FISCAL COUNCIL THE COMPANY KPMG AND ASSOCIADOS 8. ELECT 2 MEMBERS FOR THE BOARD OF DIRECTORS Management - ------------------------------------------------------------------------------------------------------------------------------------ BRIDGESTONE CORP AGM Meeting Date: 03/30/2005 Issuer: J04578126 ISIN: JP3830800003 SEDOL: 5476402, 6132101, B01DD20 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For FOR NO. 86 TERM : DIVIDENDS FOR T HE CURRENT TERM HAS BEEN PROPOSED AS JPY 11 PER SHARE JPY 19 ON A YEARLY BASI S 2. APPROVE THE ACQUISITION OF COMPANY S OWN SHARES: Management For THE COMPANY SHALL ACQUIRE UP TO 24,000,000 OF ITS OWN SHARES UP TO JPY 50,000,000,000 IN VALUE IN ACCORDA NCE WITH COMMERCIAL CODE 210 3. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For S ARTICLES OF INCORPORATION: THE COMPANY S NUMBER OF ISSUED AND OUTSTANDING SHARES WILL BE CHANGED TO 1,470,00 0,000 FROM THE PRESENT 1,500,000,000 4.1 ELECT MR. SHIGEO WATANABE AS A DIRECTOR Management For 4.2 ELECT MR. SHOUSHI ARAKAWA AS A DIRECTOR Management For 4.3 ELECT MR. MASAHARU OKU AS A DIRECTOR Management For 4.4 ELECT MR. TATSUYA OKAJIMA AS A DIRECTOR Management For 4.5 ELECT MR. GIICHI MIYAKAWA AS A DIRECTOR Management For 4.6 ELECT MR. MARK A. EMKES AS A DIRECTOR Management For 4.7 ELECT MR. AKIRA INOUE AS A DIRECTOR Management For 4.8 ELECT MR. TOMOYUKI IZUMISAWA AS A DIRECTOR Management For 4.9 ELECT MR. SHOUJI MIZUOCHI AS A DIRECTOR Management For 4.10 ELECT MR. YASUO ASAMI AS A DIRECTOR Management For 5. ELECT MR. YUKIO KANAI AS A STATUTORY AUDITOR Management For 6. GRANT RETIREMENT ALLOWANCES TO, MR. AKIRA SONODA, Management For MR. ISAO TOGASHI AND MR. HIR OSHI KANAI, THE RETIRING DIRECTORS AND MR. KATSUNORI YAMAJI, A RETIRED STATUTO RY AUDITOR 7. APPROVE THE ASSIGNMENT OF FREE SUBSCRIPTION RIGHTS: Management For THE COMPANY HAS PROPOSED T O GIVE FREE SHARE SUBSCRIPTION RIGHTS TO ITS DIRECTORS AND EMPLOYEES AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20 AND 280-21 * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ------------------------------------------------------------------------------------------------------------------------------------ BRIDGESTONE CORP AGM Meeting Date: 03/30/2005 Issuer: J04578126 ISIN: JP3830800003 SEDOL: 5476402, 6132101, B01DD20 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 221749 DUE TO CHANGE IN RE CORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1. APPROVE THE PROPOSAL OF PROFIT APPROPRIATION Management For FOR NO. 86 TERM : DIVIDENDS FOR T HE CURRENT TERM HAS BEEN PROPOSED AS JPY 11 PER SHARE JPY 19 ON A YEARLY BASI S 2. APPROVE THE ACQUISITION OF COMPANY S OWN SHARES: Management For THE COMPANY SHALL ACQUIRE UP TO 24,000,000 OF ITS OWN SHARES UP TO JPY 50,000,000,000 IN VALUE IN ACCORDA NCE WITH COMMERCIAL CODE 210 3. APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For S ARTICLES OF INCORPORATION: THE COMPANY S NUMBER OF ISSUED AND OUTSTANDING SHARES WILL BE CHANGED TO 1,470,00 0,000 FROM THE PRESENT 1,500,000,000 4.1 ELECT MR. SHIGEO WATANABE AS A DIRECTOR Management For 4.2 ELECT MR. SHOUSHI ARAKAWA AS A DIRECTOR Management For 4.3 ELECT MR. MASAHARU OKU AS A DIRECTOR Management For 4.4 ELECT MR. TATSUYA OKAJIMA AS A DIRECTOR Management For 4.5 ELECT MR. GIICHI MIYAKAWA AS A DIRECTOR Management For 4.6 ELECT MR. MARK A. EMKES AS A DIRECTOR Management For 4.7 ELECT MR. AKIRA INOUE AS A DIRECTOR Management For 4.8 ELECT MR. TOMOYUKI IZUMISAWA AS A DIRECTOR Management For 4.9 ELECT MR. SHOUJI MIZUOCHI AS A DIRECTOR Management For 4.10 ELECT MR. YASUO ASAMI AS A DIRECTOR Management For 5. ELECT MR. YUKIO KANAI AS A STATUTORY AUDITOR Management For 6. GRANT RETIREMENT ALLOWANCES TO, MR. AKIRA SONODA, Management For MR. ISAO TOGASHI AND MR. HIR OSHI KANAI, THE RETIRING DIRECTORS AND MR. KATSUNORI YAMAJI, A RETIRED STATUTO RY AUDITOR 7. APPROVE THE ASSIGNMENT OF FREE SUBSCRIPTION RIGHTS: Management For THE COMPANY HAS PROPOSED T O GIVE FREE SHARE SUBSCRIPTION RIGHTS TO ITS DIRECTORS AND EMPLOYEES AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20 AND 280-21 - ------------------------------------------------------------------------------------------------------------------------------------ CANON INC AGM Meeting Date: 03/30/2005 Issuer: J05124144 ISIN: JP3242800005 SEDOL: 5485271, 6172323, B021CR1 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE PROFIT APPROPRIATION FOR NO. 104 Management For TERM: DIVIDENDS FOR THE CURRENT T ERM HAS BEEN PROPOSED AS JYP40 PER SHARE JYP65 ON A YEARLY BASIS 2 AMEND THE COMPANY S ARTICLES OF INCORPORATION Management Against 3.1 ELECT MR. FUJIO MITARAI AS A DIRECTOR Management For 3.2 ELECT MR. YUKIO YAMASHITA AS A DIRECTOR Management For 3.3 ELECT MR. TOSHIZOU TANAKA AS A DIRECTOR Management For 3.4 ELECT MR. TSUNEJI UCHIDA AS A DIRECTOR Management For 3.5 ELECT MR. YUUSUKE EMURA AS A DIRECTOR Management For 3.6 ELECT MR. NOBUYOSHI TANAKA AS A DIRECTOR Management For 3.7 ELECT MR. JUNJI ICHIKAWA AS A DIRECTOR Management For 3.8 ELECT MR. HAJIME TSURUOKA AS A DIRECTOR Management For 3.9 ELECT MR. AKIYOSHI MOROE AS A DIRECTOR Management For 3.10 ELECT MR. KUNIO WATANABE AS A DIRECTOR Management For 3.11 ELECT MR. HIRONORI YAMAMOTO AS A DIRECTOR Management For 3.12 ELECT MR. YOUROKU ADACHI AS A DIRECTOR Management For 3.13 ELECT MR. YASUO MITSUHASHI AS A DIRECTOR Management For 3.14 ELECT MR. KATSUICHI SHIMIZU AS A DIRECTOR Management For 3.15 ELECT MR. RYOUICHI BAMBA AS A DIRECTOR Management For 3.16 ELECT MR. TOMONORI IWASHITA AS A DIRECTOR Management For 3.17 ELECT MR. TOSHIO HOMMA AS A DIRECTOR Management For 3.18 ELECT MR. SHIGERU IMAIIDA AS A DIRECTOR Management For 3.19 ELECT MR. MASSAHIRO OOSAWA AS A DIRECTOR Management For 3.20 ELECT MR. KEIJIROU YAMSZAKI AS A DIRECTOR Management For 3.21 ELECT MR. SHUNICHI UZAWA AS A DIRECTOR Management For 3.22 ELECT MR. MASAKI NAKAOKA AS A DIRECTOR Management For 3.23 ELECT MR. TOSHIYUKI KOMATSU AS A DIRECTOR Management For 3.24 ELECT MR. SHIGEYUKI MATSUMOTO AS A DIRECTOR Management For 3.25 ELECT MR. HARUHISA HONDA AS A DIRECTOR Management For 4 GRANT RETIREMENT ALLOWANCES TO THE RETIRING DIRECTORS: Management For MR. KINYA UCHIDA AND MR . IKUO SOUMA ACCORDING TO THE COMPANY RULE - ------------------------------------------------------------------------------------------------------------------------------------ JERONIMO MARTINS SGPS SA, LISBOA AGM Meeting Date: 03/30/2005 Issuer: X40338109 ISIN: PTJMT0AE0001 BLOCKING SEDOL: 4477235, 5740390 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * PLEASE NOTE THAT FOR EVERY 100 SHARES YOU HAVE Non-Voting 1 VOTING RIGHT. THANK YOU. 1. APPROVE THE 2004 ANNUAL REPORT AND ACCOUNTS OF Management THE COMPANY 2. APPROVE THE PROFITS APPROPRIATION Management 3. APPROVE THE CONSOLIDATED ANNUAL REPORT AND ACCOUNTS Management FOR THE YEAR 2004 4. APPROVE TO APPRECIATE THE MANAGEMENT BOARD AND Management SUPERVISORY BOARD PERFORMANCE 5. AMEND THE COMPANY BY-LAWS BY ADDING NUMBER 3 Management TO ARTICLE 26 6. APPROVE TO RULE THE RETIREMENT PLAN FOR THE BOARD Management MEMBERS - ------------------------------------------------------------------------------------------------------------------------------------ KIRIN BREWERY CO LTD AGM Meeting Date: 03/30/2005 Issuer: 497350108 ISIN: JP3258000003 SEDOL: 0494164, 4510981, 5737499, 6493745, B020SK3 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE PROFIT APPROPRIATION FOR NO.166 TERM: Management For DIVIDENDS FOR CURRENT TERMS HAS BEEN PROPOSED AS JPY 7 PER SHARE JPY 13.50 ON A YEAR BASIS 2.1 ELECT MR. KOUICHIROU ARAMAKI AS A DIRECTOR Management For 2.2 ELECT MR. NAOMICHI ASANO AS A DIRECTOR Management For 2.3 ELECT MR. TAKESHI SHIGENAGA AS A DIRECTOR Management For 2.4 ELECT MR. SHOUZOU SAWADA AS A DIRECTOR Management For 2.5 ELECT MR. AKIRA NEGAMI AS A DIRECTOR Management For 2.6 ELECT MR. KAZUYASU KATOU AS A DIRECTOR Management For 2.7 ELECT MR. TAKESHI SHIMAZU AS A DIRECTOR Management For 2.8 ELECT MR. KAZUHIRO SATOU AS A DIRECTOR Management For 2.9 ELECT MR. KENJIROU HATA AS A DIRECTOR Management For 2.10 ELECT MR. SATORU KISHI AS A DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ MABUCHI MOTOR CO LTD AGM Meeting Date: 03/30/2005 Issuer: J39186101 ISIN: JP3870000001 SEDOL: 6551030 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 25, INTERIM SPECIAL JY 39, FINAL JY 25, FINAL SPECIAL JY 26 2.1 ELECT MR. R. MABUCHI AS A DIRECTOR Management For 2.2 ELECT MR. S. KAMEI AS A DIRECTOR Management For 2.3 ELECT MR. N. HABUCHI AS A DIRECTOR Management For 2.4 ELECT MR. E. SON AS A DIRECTOR Management For 2.5 ELECT MR. M. NAKANISHI AS A DIRECTOR Management For 2.6 ELECT MR. Y. UEHARA AS A DIRECTOR Management For 2.7 ELECT MR. S. NISHIMURA AS A DIRECTOR Management For 2.8 ELECT MR. Y. SUGIMOTO AS A DIRECTOR Management For - ------------------------------------------------------------------------------------------------------------------------------------ OVERSEA-CHINESE BANKING CORPORATION LTD EGM Meeting Date: 03/30/2005 Issuer: Y64248126 ISIN: SG1L51001825 SEDOL: 5798485, 6663689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For 76C AND 76E OF THE COMPANIES ACT , CHAPTER 50 THE COMPANIES ACT , TO PURCHASE OR ACQUIRE ISSUED AND FULLY PAID ORDINARY STOCK TRANSFERABLE IN AMOUNTS AND MULTIPLES OF SGD 1 EACH IN THE CA PITAL OF THE BANK STOCK UNITS , THROUGH MARKET PURCHASES(S) ON THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST , AND/OR OFF-MARKET PURCHASES(S) I N ACCORDANCE WITH ANY EQUAL ACCESS SCHEMES(S), NOT EXCEEDING IN AGGREGATE 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE BANK, AT A PRICE OF UP TO 110% ABO VE THE AVERAGE CLOSING MARKET PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIO US 5 TRADING DAYS IN THE CASE OF OFF-MARKET PURCHASES AND 105% ABOVE THE AVERA GE CLOSING PRICE OF THE SHARES ON THE SGX-ST ON EACH OF THE 5 CONSECUTIVE TRAD ING DAYS IN THE CASE OF BOTH OFF-MARKET AND ON-MARKET PURCHASES, AND AUTHORIZ E THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS DEEMED NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION; AUTHO RITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE BANK OR THE DATE OF THE NEXT A GM OF THE BANK AS REQUIRED BY THE LAW S.2 AMEND THE ARTICLES OF ASSOCIATION OF THE BANK Management For THE ARTICLES BY INSERTING NEW ARTICLE 156(A) 3. APPROVE, SUBJECT TO AND CONTINGENT UPON THE PASSING Management For OF RESOLUTION S.2, A) AN A GGREGATE SUM OF USD 14,000 BE CAPITALIZED AND DISTRIBUTED TO MR. MICHAAEL WONG PAKSHONG, MR. DATUK FONG WENG PHAK, MR. TAN SRI DATO NASRUDDIN BIN BAHARI, DR . TSAO YUAN, MR. COL (RET) DAVID WONG CHEONG FOOK, MR. WONG NANG JANG AND MR. PATRICK YEOH KHWAI HON ( TOGETHER THE RELEVANT NON-EXECUTIVE DIRECTORS) ON THE FOOTING THAT THE RELEVANT NON-EXECUTIVE DIRECTORS SHALL BECOME ENTITLE TO SUC H SUM OF CAPITAL IN TERMS OF ARTICLES 156(A) OF THE ARTICLES AND THAT THE WHOL E OF THE SUM OF USD 14,000 BE APPLIED IN PAYMENT IN FULL OF THE AGGREGATE NOMI NAL VALUE OF 14,000 ORDINARY SHARES ( THE REMUNERATION SHARES) THE REMUNERATIO N SHARES TO RANK IN ALL RESPECTS PARI PASSU WITH THE EXISTING ORDINARY SHARES; B) AUTHORIZE THE BANK DIRECTORS TO ALLOT AND ISSUE: I) 2,000 SHARES, CREDITED AS FULLY PAID TO MR. MICHAEL WONG PAKSHONG; II) 2,000 SHARES, CREDITED AS FUL LY PAID TO MR. DATUK FONG WENG PHAK; III) 2,000 SHARES, CREDITED AS FULLY PAID TO MR. TAN SRI DATO NASRUDDIN BIN BAHARL; IV) 2,000 SHARES, CREDITED AS FULLY PAID TO DR. TSAO YUAN; V) 2,000 SHARES, CREDITED AS FULLY PAID TO MR. COL (RE T) DAVID WONG CHEONG FOOK; VI) 2,000 SHARES, CREDITED AS FULLY PAID TO MR. WON G NANG JANG; AND VII) 2,000 SHARES, CREDITED AS FULLY PAID TO MR. PATRICK YEOH KHWAI HOH, AS PAYMENT IN PART OF THEIR RESPECTIVE NON-EXECUTIVE DIRECTORS RE MUNERATION FOR THE FYE 31 DEC 2004; C) CONTINGENT UPON THE REMUNERATION SHARES BEING ISSUED AND BEING CREDITED AS FULLY PAID, THE SAME BE CONVERTED INTO STO CK UNITES TRANSFERABLE IN AMOUNTS AND MULTIPLES OF USD 1.00 EACH AND D) AUTHOR IZE THE DIRECTORS AND SECRETARY TO DO ALL THINGS NECESSARY OR DESIRABLE TO GIV E EFFECT TO THE ABOVE - ------------------------------------------------------------------------------------------------------------------------------------ OVERSEA-CHINESE BANKING CORPORATION LTD AGM Meeting Date: 03/30/2005 Issuer: Y64248126 ISIN: SG1L51001825 SEDOL: 5798485, 6663689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE AUDITED ACCOUNTS FOR THE YE 31 DEC Management For 2004 AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS THEREON 2.a.i REAPPOINT MR. LEE SENG WEE AS A DIRECTOR, WHO Management For RETIRE UNDER SECTION 153(6) OF T HE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM 2a.ii REAPPOINT MR. MICHAEL WONG PAKSHONG AS A DIRECTOR, Management For WHO RETIRE UNDER SECTION 15 3(6) OF THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM 2.b.i ELECT MR. DAVID CONNER AS A DIRECTOR WHO RETIRES Management For BY ROTATION 2b.ii ELECT DR. TSAO YUAN AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 2biii ELECT MR. WONG NANG JANG AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 2c.i ELECT MR. GIAM CHIN TOON AS A DIRECTOR, WHO RETIRE Management For UNDER ARTICLE 111 OF THE BA NK S ARTICLES OF ASSOCIATION 2.cii ELECT PROFESSOR NEO BOON SIONG AS A DIRECTOR, Management For WHO RETIRE UNDER ARTICLE 111 OF THE BANK S ARTICLES OF ASSOCIATION 3. APPROVE THE FINAL DIVIDEND OF 19 CENTS PER SGD Management For 1.00 ORDINARY STOCK UNIT, LESS SINGAPORE INCOME TAX, IN RESPECT OF THE YE 31 DEC 2004 4. APPROVE THE DIRECTORS FEES OF SGD 661,000 FOR Management For 2004 2003-SGD 625,000 5. APPOINT THE AUDITORS AND APPROVE TO FIX THEIR Management For REMUNERATION 6.a AUTHORIZE THE DIRECTORS TO ISSUE ORDINARY SHARES Management For IN THE CAPITAL OF THE BANK WH ETHER BY WAY OF BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT OFFE RS, AGREEMENTS OR OPTIONS COLLECTIVELY INSTRUMENTS THAT MIGHT OR WOULD REQUI RE ORDINARY SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMENT S CONVERTIBLE INTO ORDINARY SHARES AT ANY TIME AND UPON SUCH TERMS AND CONDITI ONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR AB SOLUTE DISCRETION DEEM FIT NOT WITH STANDING THE AUTHORITY CONFERRED BY THIS R ESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE ORDINARY SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED OR GRANTED BY THE DIRECTORS WHILE THIS RESOLU TION WAS IN FORCE; THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUA NT TO THIS RESOLUTION INCLUDING ORDINARY SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% O F THE ISSUED ORDINARY SHARE CAPITAL OF THE BANK, AS CALCULATED IN ACCORDANCE W ITH SUB-PARAGRAPH(2) BELOW OF WHICH THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO STOCKHOLDERS OF THE BANK INCLU DING ORDINARY SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE BANK AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH(2) BELOW AND THE PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL SHALL BE BASED ON THE OR DINARY SHARE CAPITAL OF THE BANK AFTER ADJUSTING FOR NEW ORDINARY SHARES ARISI NG FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTI ONS VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME TH IS RESOLUTION IS PASSED; AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF OR DINARY SHARES; IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE B ANK SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR T HE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE BANK; AND AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE BANK OR THE DAT E BY WHICH THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 6.b AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management For TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE BANK, AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE OCBC EXECUTIVES SHARE OPTION SCHEME 19 94 APPROVED BY ORDINARY RESOLUTION NO 1 PASSED AT THE EGM OF THE BANK ON 11 JU N 1994 (THE 1994 SCHEME), PROVIDED THAT THE AGGREGATE NUMBER OF ORDINARY SHAR ES TO BE ISSUED PURSUANT TO THE 1994 SCHEME SHALL NOT EXCEED 5% OF THE TOTAL I SSUED ORDINARY SHARE CAPITAL OF THE BANK FROM TIME TO TIME AND THAT THE AGGREG ATE NUMBER OF ORDINARY SHARES TO BE ISSUED TO ANY EXECUTIVE UNDER THE 1994 SCH EME SHALL NOT, SUBJECT TO SUCH ADJUSTMENT AS MAY BE MADE IN ACCORDANCE WITH TH E 1994 SCHEME SHALL NOT EXCEED 5%. OF THE TOTAL ISSUED ORDINARY SHARE CAPITAL OF THE BANK FROM TIME TO TIME AND THAT THE AGGREGATE NUMBER OF ORDINARY SHARE S TO BE ISSUED TO ANY EXECUTIVE UNDER THE 1994 SCHEME SHALL NOT, SUBJECT TO SU CH ADJUSTMENTS AS MAY BE MADE IN ACCORDANCE WITH THE 1994 SCHEME, EXCEED 25% O F THE AGGREGATE NUMBER OF ORDINARY SHARES WHICH MAY BE ISSUED BY THE BANK INC LUDING ANY ORDINARY SHARES WHICH MAY BE ISSUED PURSUANT TO ADJUSTMENTS, IF ANY , MADE UNDER THE 1994 SCHEME PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE 19 94 SCHEME 6.c AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management Against TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE OCBC SHARE OPTION SCHEME 2001, TO ALLOT AND ISSUE FROM TIME TO TIME SUC H NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE BANK AS MAY BE REQUIRED TO B E ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE 2001 SCHEME, PROVID ED ALWAYS THAT THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT T O THE 2001 SCHEME SHALL NOT EXCEED 10% OF THE TOTAL ISSUED ORDINARY SHARE CAPI TAL OF THE BANK FROM TIME TO TIME 6.d AUTHORIZE THE DIRECTORS OF THE BANK, PURSUANT Management Against TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50, TO GRANT IN ACCORDANCE WITH THE PROVISIONS OF THE OCBC EMPLOY EE SHARE PURCHASE PLAN, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF OR DINARY SHARES IN THE CAPITAL OF THE BANK AS MAY BE REQUIRED TO BE ISSUED PURSU ANT TO THE EXERCISE OF, RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES UNDER THE PLAN , PROVIDED THAT THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT TO THE PLAN, WHEN AGGREGATED WITH THE AGGREGATE NUMBER OF ORDINARY SHARES TO B E ISSUED PURSUANT TO THE 1994 SCHEME AND 2001 SCHEME, SHALL NOT EXCEED 15% OF THE TOTAL ISSUED ORDINARY SHARE CAPITAL OF THE BANK FROM TIME TO TIME 6.e APPROVE THAT THE CONTINGENT UPON ANY OF THE ORDINARY Management For SHARES IN THE BANK BEING ISSUED AND BEING CREDITED AS FULLY PAID, THE SAME BE AND SHALL HEREBY BE CONVE RTED INTO STOCK UNITS TRANSFERABLE IN AMOUNTS AND MULTIPLES OF SGD1.00 EACH 6.f AUTHORIZE THE DIRECTORS OF THE BANK TO ISSUE Management For PREFERENCE SHARES REFERRED TO IN ARTICLES 7A, 7B, 7C, 7D, 7E, 7F, 7G, 7I AND 7J OF THE ARTICLES OF ASSOCIATION OF THE BANK, OTHER PREFERENCE SHARES OR NON-VOTING SHARES IN THE CAPITAL OF TH E BANK WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR MAKE OR GRANT OFFE RS, AGREEMENTS OR OPTIONS THAT MIGHT OR WOULD REQUIRE PREFERENCE SHARES REFERR ED TO IN SUB-PARAGRAPH (I) ABOVE OR NON-VOTING SHARES TO BE ISSUED, NOT BEING ORDINARY SHARES TO WHICH THE AUTHORITY REFERRED TO IN RESOLUTION 6(A) ABOVE RE LATES; AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AN D TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, AND (NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASE D TO BE IN FORCE) ISSUE PREFERENCE SHARES REFERRED TO IN SUB-PARAGRAPH (I) ABO VE OR NON-VOTING SHARES IN PURSUANCE OF ANY OFFERS, AGREEMENTS OR OPTIONS MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE; AND AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE BANK OR THE DAT E BY WHICH THE NEXT AGM OF THE BANK IS REQUIRED BY LAW TO BE HELD 7. TRANSACT ANY OTHER BUSINESS Other Against - ------------------------------------------------------------------------------------------------------------------------------------ OVERSEA-CHINESE BANKING CORPORATION LTD EGM Meeting Date: 03/30/2005 Issuer: Y64248126 ISIN: SG1L51001825 SEDOL: 5798485, 6663689 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THAT, ALL OF THE ORDINARY STOCK UNITS Management For IN THE CAPITAL OF THE BANK TRANS FERABLE IN AMOUNTS AND MULTIPLES OF SGD1 .00 EACH IN ISSUE AS AT A BOOKS CLOSU RE DATE TO BE DETERMINED BY THE DIRECTORS (THE BOOK CLOSURE DATE) BE RECONVERT ED WITH EFFECT FROM THE BOOK CLOSURE DATE INTO ISSUED AND FULLY PAID-UP ORDINA RY SHARES OF SGD 1.00 EACH ON THE BASIS OF ONE ORDINARY SHARE OF SGD 1.00 EACH FOR EVERY ORDINARY STOCK UNIT OF SGD 1.00 EACH; ALL OF THE ORDINARY SHARES OF SGD 1.00 EACH IN THE CAPITAL OF THE BANK (BOTH ISSUED AND UNISSUED) BE SUBDIV IDED IN SUCH MANNER THAT EVERY ONE OF THE SAID ORDINARY SHARES SHALL CONSTITUT E TWO ORDINARY SHARES OF SGD 0.50 EACH (ON WHICH, IN THE CASE OF ORDINARY SHAR ES OF SGD 0.50 EACH CREATED PURSUANT TO THE SUBDIVISION OF ORDINARY SHARES OF SGD 1.00 EACH IN THE PAID-UP ORDINARY SHARE CAPITAL IN THE BANK HELD AS AT THE BOOKS CLOSURE DATE, THE SUM OF SGD 0.50 SHALL BE CREDITED AS HAVING BEEN FULL Y PAID-UP FOR EACH ORDINARY SHARE AND THE PAR VALUE OF EACH ORDINARY SHARE B OTH ISSUED AND UNISSUED BE REDUCED FROM SGD 1.00 TO SGD 0.50; ALL OF THE ISSU ED ORDINARY SHARES OF SGD 0.50 EACH IN THE PAID-UP ORDINARY SHARE CAPITAL OF T HE BANK WHICH ARE CREDITED AS FULLY-PAID BE CONVERTED INTO ORDINARY STOCK UNIT S TRANSFERABLE IN AMOUNTS AND MULTIPLES OF SGD 0.50 EACH; AND ANY RESOLUTION PROVIDING FOR THE CONVERSION OF THE ISSUED ORDINARY SHARES OF SGD1.00 EACH INT O ORDINARY STOCK UNITS OF SGD 1.00 EACH BE CANCELLED AND ACCORDINGLY, CONTINGE NT UPON ANY OF THE ORDINARY SHARES IN THE BANK BEING ISSUED AND BEING CREDITED AS FULLY PAID THE SAME BE CONVERTED INTO STOCK UNITS TRANSFERABLE IN AMOUNTS AND MULTIPLES OF SGD 0.50 EACH; AND AUTHORIZE THE DIRECTORS OF THE BANK TO DO ALL ACTS AND THINGS AS THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFEC T TO THIS RESOLUTION - ------------------------------------------------------------------------------------------------------------------------------------ PUMA AG RUDOLF DASSLER SPORT OGM Meeting Date: 03/30/2005 Issuer: D62318148 ISIN: DE0006969603 BLOCKING SEDOL: 5064722 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE THE FINANCIAL STATEMENTS AND THE CONSOLIDATED Non-Voting FINANCIAL STATEMENTS, TH E MANAGEMENT REPORT FOR PUMA AG RUDOLF DASSLER SPORT, THE GROUP MANAGEMENT REP ORT AND THE REPORT BY THE SUPERVISORY BOARD FOR THE 2004 FY 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 18,507,728.76 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE EUR 2,446,014.76 SHAL L BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: 31 MAR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT PRICEWATERHOUSECOOPERS GMBH AS THE AUDITORS Management FOR THE 2005 FY 6. AUTHORIZE THE COMPANY, PURSUANT TO SECTION 71 Management 1 NO. 8 OF THE GERMAN JOINT ST OCK CORPORATION ACT AKTG , TO PURCHASE ITS OWN SHARES TO A VALUE OF UP TO 10% OF THE CURRENT SHARE CAPITAL ON OR BEFORE 01 OCT 2006 TOGETHER WITH THE COMPA NY S OWN SHARES THAT IT HAS ALREADY PURCHASED AND ARE IN ITS POSSESSION, THE S HARES PURCHASED UNDER THIS AUTHORIZATION SHALL NOT EXCEED 10% OF THE COMPANY S SHARE CAPITAL AT ANY TIME; THE COMPANY SHALL NOT BE PERMITTED TO USE THIS AUT HORIZATION FOR THE PURPOSES OF TRADING IN ITS OWN SHARES; THE COMPANY MAY UTIL IZE THE AUTHORIZATION WHOLLY OR IN PART, ON ONE OR MORE OCCASIONS; THE COMPANY MAY PURCHASE ITS OWN SHARES THROUGH THE STOCK MARKET OR BY MAKING A PUBLIC PU RCHASE OFFER TO ALL OF ITS SHAREHOLDERS, IF THE SHARES ARE PURCHASED THROUGH T HE STOCK MARKET, THE PRICE PAID FOR EACH OF THE COMPANY S SHARES EXCLUDING TR ANSACTION COSTS MUST NOT BE MORE THAN 10% ABOVE OR BELOW THE CLOSING PRICE OF THE COMPANY S SHARES CARRYING THE SAME RIGHTS AS QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON THE LAST TRADING DAY PRIOR TO THE DA TE OF PURCHASE IF THE COMPANY PURCHASES THE SHARES BY MAKING A PUBLIC PURCHASE OFFER TO ALL OF ITS SHAREHOLDERS, THE PRICE PAID FOR EACH OF THE COMPANY S SH ARES EXCLUDING TRANSACTION COSTS MUST NOT BE MORE THAN 20% ABOVE OR BELOW TH E AVERAGE CLOSING PRICE OF THE COMPANY S SHARES QUOTED IN THE XETRA TRADING SY STEM OR A SIMILAR SUCCESSOR SYSTEM DURING THE LAST 10 TRADING DAYS PRIOR TO THE DATE ON WHICH THE PUBLIC PURCHASE OFFER IS PUBLISHED; THE COMPANY S OWN SH ARES PURCHASED UNDER THE AFOREMENTIONED AUTHORIZATION MUST BE SOLD EITHER THRO UGH THE STOCK MARKET OR BY MEANS OF A PUBLIC OFFER TO ALL SHAREHOLDERS HOWEVER ; AND AUTHORIZE THE BOARD OF MANAGEMENT WITH THE CONSENT OF THE SUPERVISORY BO ARD - TO SELL THE SHARES BY OTHER MEANS, PROVIDED THIS IS NECESSARY, IN THE CO MPANY S INTEREST, TO ACHIEVE THE OBJECTIVES OF THE SHARE REPURCHASE SPECIFIED UNDER IN THIS CASE, THE SALE PRICE FOR EACH OF THE COMPANY S SHARES EXCLUDING TRANSACTION COSTS MUST NOT BE MORE THAN 5% BELOW THE AVERAGE CLOSING PRICE O F THE COMPANY S SHARES CARRYING THE SAME RIGHTS AS QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON THE LAST 5 TRADING DAYS PRIOR TO TH E JUSTIFICATION FOR THE OBLIGATION TO SELL THE SHARES; THE AUTHORIZATION SHALL ONLY BE ISSUED TO USE THE SHARES AS PAYMENT FOR MERGERS OR ACQUISITIONS OF CO MPANIES OR FOR INVESTMENTS IN COMPANIES ACQUISITION CURRENCY TO ENABLE THE C OMPANY S CAPITAL REQUIREMENTS TO BE MANAGED FLEXIBLY OR TO RETIRE SHARES WHERE NECESSARY; FURTHERMORE; AND AUTHORIZE THE BOARD OF MANAGEMENT, WITH THE CONSE NT OF THE SUPERVISORY BOARD, TO RETIRE THE COMPANY S SHARES WITHOUT ANY FURTHE R RESOLUTION BEING ADOPTED BY THE AGM; AUTHORITY EXPIRES ON 01 OCT 2005 7. APPROVE TO INCREASE THE SHARE CAPITAL BY EUR Management 2,391,040 THROUGH THE ISSUE OF UP TO 934,000 NEW BEARER SHARES THAT ENTITLE THE HOLDER TO A SHARE OF THE COMPAN Y S PROFITS FROM THE BEGINNING OF THE FY IN WHICH THE SHARES ARE ISSUED, THIS CONDITIONAL CAPITAL INCREASE SHALL BE USED TO SERVICE STOCK OPTIONS ISSUED TO MEMBERS OF THE BOARD OF MANAGEMENT AND EXECUTIVES OF THE COMPANY AND OF AFFILI ATED COMPANIES WITHIN THE MEANING OF SECTIONS 15 IF OF THE GERMAN JOINT STOCK CORPORATION ACT AKTG ;WITH THE CONSENT OF THE SUPERVISORY BOARD, THE BOARD O F MANAGEMENT SHALL BE AUTHORIZED - IN CASES WHERE THE BOARD OF MANAGEMENT IS A FFECTED, THE SUPERVISORY BOARD ALONE SHALL BE AUTHORIZED - TO ISSUE STOCK OPTI ONS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS: THE MEMBERS OF THE BOARD OF MANAGEMENT AND EXECUTIVES OF PUMA AG RUDOLF DASSLER SPORT AND OF AFFILIATED C OMPANIES SHALL BE ELIGIBLE PARTICIPANTS, WITH NO MORE THAN 40% OF THE STOCK OP TIONS BEING ISSUED TO MEMBERS OF THE BOARD OF MANAGEMENT OF PUMA AG AND AT LEA ST 60% ISSUED TO OTHER EXECUTIVES THE TERMS AND CONDITIONS GOVERNING THE ISSUE OF THE STOCK OPTIONS SHALL BE DETERMINED BY THE BOARD OF MANAGEMENT, WITH THE CONSENT OF THE SUPERVISORY BOARD, OR - IN CASES WHERE MEMBERS OF THE BOARD OF MANAGEMENT ARE AFFECTED - BY THE SUPERVISORY BOARD ALONE; THE STOCK OPTIONS S HALL BE ISSUED IN ANNUAL TRANCHES OVER A PERIOD OF NO MORE THAN 5 YEARS WITH A TERM OF 5 YEARS RESPECTIVELY NO ONE TRANCHE SHALL CONSTITUTE MORE THAN 40% OF THE TOTAL VOLUME OF CONDITIONAL CAPITAL ISSUED UNDER THE AFOREMENTIONED AUTHO RIZATION THE FIRST TRANCHE SHALL BE ISSUED WITHIN SIX MONTHS OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION HAVING BEEN ENTERED IN THE COMMERCIAL REGISTE R AS DESCRIBED UNDER; THE FURTHER TRANCHES SHALL BE ISSUED IN SUBSEQUENT YEARS WITHIN SIX MONTHS OF THE PRESS CONFERENCE AT WHICH THE COMPANY S ANNUAL ACCOU NTS FOR THE PREVIOUS YEAR ARE PUBLISHED ONCE STOCK OPTIONS HAVE BEEN GRANTED, THEY CANNOT BE TRANSFERRED OR SOLD; THEY CAN ONLY BE EXERCISED IF THE ELIGIBLE PARTICIPANT HAS AN UNTERMINATED EMPLOYMENT CONTRACT WITH THE COMPANY OR AN AF FILIATED COMPANY SPECIAL ARRANGEMENTS CAN BE AGREED IN THE EVENT THAT THE ELIG IBLE PARTICIPANT DIES, SUFFERS A GENERAL OR OCCUPATIONAL DISABILITY, OR RETIRE S; IF HIS OR HER EMPLOYMENT CONTRACT IS TERMINATED BY MUTUAL CONSENT; OR IF A COMPANY CEASES TO BE A MEMBER OF THE PUMA GROUP ANY AND ALL TAXES PAYABLE OWIN G TO THE GRANTING AND EXERCISE OF STOCK OPTIONS OR TO THE SALE OF SHARES SHALL BE BORNE BY THE ELIGIBLE PARTICIPANTS ALONE; ELIGIBLE PARTICIPANTS SHALL BE E NTITLED TO PURCHASE ONE OF THE COMPANY S NEW SHARES FOR EACH OPTION THEY HOLD THE OPTIONS CANNOT BE EXERCISED UNTIL THE SECOND FY FOLLOWING THEIR ISSUE - BU T IN ANY EVENT NOT WITHIN TWO YEARS OF THEIR ISSUE - AND MAY ONLY BE EXERCISED BETWEEN THE DAY AFTER THE AGM AND 15 DEC OF EACH YEAR; FOR EACH OF THE TRANCH ES ISSUED, THE EXERCISE PRICE FOR THE PURCHASE OF ONE OF THE COMPANY S SHARES SHALL BE THE HIGHER OF THE AVERAGE CLOSING PRICE OF THE COMPANY S SHARES QUOTE D IN THE XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON THE FIVE TRAD ING DAYS BEFORE THE OPTIONS ARE ISSUED AND THE CLOSING PRICE OF THE COMPANY S SHARES QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR SYSTEM ON T HE DAY THE RESPECTIVE TRANCHE IS ISSUED, PLUS A PREMIUM OF 15%; THE EXERCISE P RICE SHALL ALSO BE THE PERFORMANCE TARGET TRADING DAYS SHALL BE DEFINED AS DAY S ON WHICH THE FRANKFURT STOCK EXCHANGE QUOTES PRICES FOR THE COMPANY S SHARES ; FURTHERMORE, THE OPTIONS CAN ONLY BE EXERCISED IF THE CLOSING PRICE OF THE C OMPANY S SHARES QUOTED IN THE XETRA TRADING SYSTEM OR A SIMILAR SUCCESSOR SYS TEM ON THE DAY PRIOR TO THE EXERCISE DATE IS AT LEAST EQUAL TO THE EXERCISE P RICE AS DEFINED ABOVE WITH THE CONSENT OF THE SUPERVISORY BOARD, THE BOARD OF MANAGEMENT SHALL BE AUTHORIZED - IN CASES WHERE THE BOARD OF MANAGEMENT IS AFF ECTED, THE SUPERVISORY BOARD ALONE SHALL BE AUTHORIZED - TO DETERMINE THE FURT HER DETAILS OF THE GRANTING OF STOCK OPTIONS AND THE ISSUE OF SHARES; THESE DE TAILS SHALL INCLUDE THE TERMS AND CONDITIONS GOVERNING THE TECHNICAL IMPLEMENT ATION OF THE PURCHASE OF SHARES AND THE EXERCISE OF STOCK OPTIONS, THE SPECIFI CATION OF THEIR DATE OF ISSUE, AND ARRANGEMENTS CONCERNING THE TREATMENT OF OP TIONS IN THE EVENT THAT THE ELIGIBLE PARTICIPANT RETIRES OR DIES, HIS OR HER E MPLOYMENT CONTRACT IS TERMINATED, OR A COMPANY CEASES TO BE A MEMBER OF THE PU MA GROUP; THE COMPANY S SHARE CAPITAL SHALL BE CONDITIONALLY INCREASED BY EUR 2,391,040 THROUGH THE ISSUE OF UP TO 934,000 BEARER SHARES OF THE COMPANY TO T HOSE PERSONS ELIGIBLE FOR STOCK OPTIONS ISSUED AS DESCRIBED UNDER SHARES SHALL BE ISSUED TO THE HOLDERS OF STOCK OPTIONS AT THE EXERCISE PRICE SPECIFIED UND ER THE CONDITIONAL CAPITAL INCREASE SHALL ONLY BE CARRIED OUT TO THE EXTENT TH AT STOCK OPTIONS ARE ISSUED AND THE HOLDERS OF THESE OPTIONS EXERCISE THEM; TH E NEW SHARES SHALL ENTITLE THE HOLDER TO A SHARE OF THE COMPANY S PROFITS FROM THE BEGINNING OF THE FY IN WHICH THE SHARES ARE CREATED BY THE EXERCISE OF OP TIONS; AND APPROVE THAT NEW PARAGRAPH 8 SHALL BE INSERTED INTO SECTION 4 OF TH E COMPANY S ARTICLES OF ASSOCIATION 8. APPROVE THAT THE REMUNERATION PAID TO MEMBERS Management OF THE SUPERVISORY BOARD BE FIXE D AS FOLLOWS AS FROM THE 2005 FY: IN ADDITION TO BEING REIMBURSED FOR THEIR OU T-OF-POCKET EXPENSES AND THE VAT PAYABLE AS A RESULT OF THEIR SUPERVISORY BOAR D ACTIVITY, THE MEMBERS OF THE SUPERVISORY BOARD SHALL RECEIVE THE FOLLOWING F OR EACH FY PRO RATA TEMPORIS FOR 2005 :1) A FIXED ANNUAL PAYMENT OF EUR 30,00 0 EACH; THE CHAIRMAN OF THE SUPERVISORY BOARD SHALL BE PAID TWICE THIS AMOUNT; HIS DEPUTY SHALL BE PAID ONE-AND-A-HALF TIMES THIS AMOUNT; PLUS 2) AN ANNUAL PERFORMANCE-RELATED PAYMENT AMOUNTING TO EUR 20.00 FOR EVERY EUR 0.01 OF THE C OMPANY S BASIC EARNINGS PER SHARE AS REPORTED IN ITS CONSOLIDATED FINANCIAL ST ATEMENTS OVER AND ABOVE EUR 16.00; HOWEVER, THIS PAYMENT SHALL AMOUNT TO NO M ORE THAN EUR 10,000 PER YEAR; THE CHAIRMAN OF THE SUPERVISORY BOARD SHALL BE P AID TWICE THIS AMOUNT; HIS DEPUTY SHALL BE PAID ONE-AND-A-HALF TIMES THIS AMOU NT MEMBERS OF THE SUPERVISORY BOARD WHO HAVE ONLY SAT ON THIS BOARD FOR PART O F THE FY SHALL BE PAID PRO RATA TEMPORIS FOR THEIR ACTIVITY 9. AMEND SECTION 3, SECTION 14 PARAGRAPH 4 AND SECTION Management 14 PARAGRAPH 5 OF THE ARTI CLES OF INCORPORATION * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. THANK YOU . * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ RAKUTEN INC, TOKYO AGM Meeting Date: 03/30/2005 Issuer: J64264104 ISIN: JP3967200001 SEDOL: 5987788, 6229597 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE PROFIT APPROPRIATION FOR NO. 8 TERM: Management For DIVIDENDS FOR THE CURRENT TER M HAS BEEN PROPOSED AS JPY 250 PER SHARE 2 APPROVE TO REDUCE THE COMPANY S CAPITAL RESERVE Management Against BY JPY 10,000,000,000 FROM THE PRESENT JPY 25,135,769,677 3 APPROVE THE PARTIAL AMENDMENTS TO THE COMPANY Management For S ARTICLES OF INCORPORATION; THE NUMBER OF DIRECTOR S POSITION HAS BEEN PROPOSED TO BE CHANGED TO 14 OR LESS F ROM THE PRESENT 12 OR LESS; THE COMPANY HAS PROPOSED TO ADD TO THE LIST OF ITS OBJECTIVES IN AN ATTEMPT TO DIVERSIFY ITS OVERALL BUSINESS OPERATIONS 4.1 ELECT MR. TAKASHI YOSHIDA AS A DIRECTOR Management For 4.2 ELECT MR. MANABU MORI AS A DIRECTOR Management For 4.3 ELECT MR. YASUHIDE UNO AS A DIRECTOR Management For 4.4 ELECT MR. MUNEAKI MASUDA AS A DIRECTOR Management For 4.5 ELECT MR. TATSUMI YODA AS A DIRECTOR Management For 4.6 ELECT MR. ATSUSHI KUNISHIGE AS A DIRECTOR Management For 4.7 ELECT MR. TOORU SHIMADA AS A DIRECTOR Management For 4.8 ELECT MR. HISASHI SUZUKI AS A DIRECTOR Management For 5.1 ELECT MR. KOUJI HATA AS THE STATUTORY AUDITOR Management For 5.2 ELECT MR. SHOUICHIROU MASUMI AS THE STATUTORY Management For AUDITOR 6 APPROVE TO GIVE THE FREE SHARE SUBSCRIPTION RIGHTS Management Against TO THE NON- SHAREHOLDERS AS STOCK OPTION IN ACCORDANCE WITH COMMERCIAL CODE 280-20 AND 280-21 - ------------------------------------------------------------------------------------------------------------------------------------ SAPPORO HOLDINGS LTD AGM Meeting Date: 03/30/2005 Issuer: J69413128 ISIN: JP3320800000 SEDOL: 5735880, 6776907, B02LG79 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROFIT OF APPROPRIATION FOR NO.81 Management For TERM: DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED AS JPY 5 PER SHARE 2.1 ELECT MR. TAKAO MURAKAMI AS A DIRECTOR Management For 2.2 ELECT MR. SHINJI SAITOU AS A DIRECTOR Management For 2.3 ELECT MR. TATSUSHI IWAMA AS A DIRECTOR Management For 2.4 ELECT MR. HIROAKI ETOU AS A DIRECTOR Management For 2.5 ELECT MR. YOSHIYUKI MOCHIDA AS A DIRECTOR Management For 3. GRANT RETIREMENT ALLOWANCE TO MR. YUKIO ASHIBU, Management For A RETIRED DIRECTOR, ACCORDING TO THE COMPANY RULE * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting Non-Vote Proposal AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ SEMBCORP LOGISTICS LTD EGM Meeting Date: 03/30/2005 Issuer: Y8144Q113 ISIN: SG1J98892651 SEDOL: 6359320 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THAT, PURSUANT TO ARTICLE 10 OF THE ARTICLES Management For OF ASSOCIATION OF THE COM PANY AND SUBJECT TO THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC OF SING APORE: (A) THE SHARE CAPITAL OF THE COMPANY BE REDUCED BY WAY OF CANCELLING, S UBJECT TO THE ROUNDING-UP AS DEFINED IN POINT (B) , UP TO 139,740,000 ORDINAR Y SHARES OF SGD 0.25 EACH SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY ON THE BASIS OF UP TO 0.1608 SHARES FOR EVERY SHARE HELD BY EACH S HAREHOLDER OF THE COMPANY AS OF THE BOOKS CLOSURE DATE BOOKS CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS PROVIDED HOWEVER THAT NO SUCH CANCELLATION OF SHARES SHALL BE MADE IN RESPECT OF ANY SHARES HELD BY OR ON BEHALF OF A SHAREH OLDER HOLDING OR OWNING A NUMBER OF SHARES LESS THAN OR EQUAL TO 10 SHARES AS AT THE BOOKS CLOSURE DATE; (B) THE NUMBER OF SHARES PROPOSED TO BE CANCELLED P URSUANT TO POINT (A) ABOVE BE REDUCED BY ROUNDING UP TO THE NEAREST MULTIPLE O F 10 SHARES ROUNDING-UP THE RESULTANT NUMBER OF SHARES THAT WOULD HAVE BEEN HELD BY OR ON BEHALF OF EACH SHAREHOLDER FOLLOWING THE PROPOSED CANCELLATION O F SHARES PURSUANT TO POINT (A) ABOVE; IN THE EVENT THE RESULTANT NUMBER OF SHA RES ARISING FROM THE ROUNDING-UP: (I) IS GREATER THAN THAT HELD BY OR ON BEHAL F OF EACH SHAREHOLDER AS AT THE BOOKS CLOSURE DATE, NO ROUNDING-UP WILL BE APP LIED AND THE NUMBER OF SHARES PROPOSED TO BE CANCELLED FROM SUCH SHAREHOLDER S HALL BE THE NUMBER OF SHARES CANCELLED SOLELY BASED ON THE REDUCTION PROPORTIO N OF UP TO 0.1608 SHARES FOR EVERY SHARE HELD, DISREGARDING ANY FRACTIONAL INT ERESTS IN A SHARE; OR (II) IS EQUAL TO THAT HELD BY OR ON BEHALF OF SUCH SHARE HOLDER AS AT THE BOOKS CLOSURE DATE, NO SHARES SHALL BE CANCELLED FROM SUCH SH AREHOLDER; (C) THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED BY AN AMOUNT SUCH THAT THE CREDIT ARISING FROM SUCH RED UCTION, TAKEN TOGETHER WITH THE CREDIT ARISING FROM THE CANCELLATION OF SHARES PURSUANT TO POINTS (A) AND (B) ABOVE, SHALL GIVE RISE TO A CREDIT OF SGD 250, 000,000 IN AGGREGATE; (D) SUCH REDUCTIONS BE MADE OUT OF THE CONTRIBUTED CAPIT AL OF THE COMPANY SECTION 101(5) OF THE INCOME TAX ACT, CHAPTER 134 ; (E) THE CREDIT OF SGD 250,000,000 IN AGGREGATE AMOUNT ARISING FROM THE REDUCTION IN T HE SHARE CAPITAL AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE RETURNED TO T HE SHAREHOLDERS IN CASH BASED ON THE RESULTANT NUMBER OF SHARES TO BE HELD BY EACH SHAREHOLDER AFTER THE CANCELLATION OF SHARES PURSUANT TO POINTS (A) AND ( B) , WITH THE AGGREGATE CASH DISTRIBUTION TO EACH SUCH SHAREHOLDER BEING ADJUS TED BY ROUNDING DOWN ANY FRACTIONS OF A CENT TO THE NEAREST CENT, WHERE APPLIC ABLE; AND (F) FORTHWITH AND IMMEDIATELY UPON THE CANCELLATION OF SHARES PURSUA NT TO POINTS (A) AND (B) ABOVE TAKING EFFECT, THE AUTHORISED SHARE CAPITAL OF THE COMPANY BE INCREASED TO ITS FORMER AUTHORISED SHARE CAPITAL OF SGD 500,000 ,000 COMPRISING 2,000,000,000 ORDINARY SHARES OF SGD 0.25 EACH BY WAY OF CREAT ING A MAXIMUM OF UP TO 139,740,000 ADDITIONAL SHARES; AUTHORIZE THE DIRECTORS AND EACH OF THEM BE TO DO ALL ACTS AND THINGS AND TO EXECUTE ALL SUCH DOCUMENT S AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE CAPI TAL REDUCTION AND CAPITAL DISTRIBUTION WITH SUCH MODIFICATIONS THERETO, IF ANY , AS THEY OR HE SHALL THINK FIT IN THE INTERESTS OF THE COMPANY; AND THE DEPO SITOR AND DEPOSITORY AGENT SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO T HEM IN SECTION 130A OF THE COMPANIES ACT, CHAPTER 50 2. APPROVE THAT THE RULES OF THE SEMBCORP LOGISTICS Management Against EXECUTIVES SHARE OPTION SCHE ME BE MODIFIED BY AMENDING RULE 8(A); AND THE RULES OF THE SEMBCORP LOGISTICS SHARE OPTION PLAN BE MODIFIED BY AMENDING RULE 11.1; AND AUTHORIZE THE DIRECTO RS AND EACH OF THEM TO MAKE SUCH ADJUSTMENTS TO THE SUBSCRIPTION PRICES AND/OR THE NUMBER OF SHARES COMPRISED IN THE OUTSTANDING OPTIONS ISSUED PURSUANT TO THE ABOVE PLANS IN ACCORDANCE WITH THE TERMS THEREOF AS AMENDED BY THIS RESOL UTION AS CONSEQUENCE OF THE SPECIAL DIVIDEND OF AN AGGREGATE NET AMOUNT OF SG D 750,000,000 PAID ON 04 JAN 2005 3. APPROVE THAT THE RULES OF THE SERNBCORP LOGISTICS Management Against PERFORMANCE SHARE PLAN BE MO DIFIED BY AMENDING RULE 9.1; AND THE RULES OF THE SEMBCORP LOGISTICS RESTRICTE D STOCK PLAN BE MODIFIED BY AMENDING RULE 9.1 - ------------------------------------------------------------------------------------------------------------------------------------ SEMBCORP LOGISTICS LTD EGM Meeting Date: 03/30/2005 Issuer: Y8144Q113 ISIN: SG1J98892651 SEDOL: 6359320 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 220860, DUE TO RECEIPT OF RECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. S.1 APPROVE THAT, PURSUANT TO ARTICLE 10 OF THE ARTICLES Management For OF ASSOCIATION OF THE COM PANY AND SUBJECT TO THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC OF SING APORE: (A) THE SHARE CAPITAL OF THE COMPANY BE REDUCED BY WAY OF CANCELLING, S UBJECT TO THE ROUNDING-UP AS DEFINED IN POINT (B) , UP TO 139,740,000 ORDINAR Y SHARES OF SGD 0.25 EACH SHARES IN THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY ON THE BASIS OF UP TO 0.1608 SHARES FOR EVERY SHARE HELD BY EACH S HAREHOLDER OF THE COMPANY AS OF THE BOOKS CLOSURE DATE BOOKS CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS PROVIDED HOWEVER THAT NO SUCH CANCELLATION OF SHARES SHALL BE MADE IN RESPECT OF ANY SHARES HELD BY OR ON BEHALF OF A SHAREH OLDER HOLDING OR OWNING A NUMBER OF SHARES LESS THAN OR EQUAL TO 10 SHARES AS AT THE BOOKS CLOSURE DATE; (B) THE NUMBER OF SHARES PROPOSED TO BE CANCELLED P URSUANT TO POINT (A) ABOVE BE REDUCED BY ROUNDING UP TO THE NEAREST MULTIPLE O F 10 SHARES ROUNDING-UP THE RESULTANT NUMBER OF SHARES THAT WOULD HAVE BEEN HELD BY OR ON BEHALF OF EACH SHAREHOLDER FOLLOWING THE PROPOSED CANCELLATION O F SHARES PURSUANT TO POINT (A) ABOVE; IN THE EVENT THE RESULTANT NUMBER OF SHA RES ARISING FROM THE ROUNDING-UP: (I) IS GREATER THAN THAT HELD BY OR ON BEHAL F OF EACH SHAREHOLDER AS AT THE BOOKS CLOSURE DATE, NO ROUNDING-UP WILL BE APP LIED AND THE NUMBER OF SHARES PROPOSED TO BE CANCELLED FROM SUCH SHAREHOLDER S HALL BE THE NUMBER OF SHARES CANCELLED SOLELY BASED ON THE REDUCTION PROPORTIO N OF UP TO 0.1608 SHARES FOR EVERY SHARE HELD, DISREGARDING ANY FRACTIONAL INT ERESTS IN A SHARE; OR (II) IS EQUAL TO THAT HELD BY OR ON BEHALF OF SUCH SHARE HOLDER AS AT THE BOOKS CLOSURE DATE, NO SHARES SHALL BE CANCELLED FROM SUCH SH AREHOLDER; (C) THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCED BY AN AMOUNT SUCH THAT THE CREDIT ARISING FROM SUCH RED UCTION, TAKEN TOGETHER WITH THE CREDIT ARISING FROM THE CANCELLATION OF SHARES PURSUANT TO POINTS (A) AND (B) ABOVE, SHALL GIVE RISE TO A CREDIT OF SGD 250, 000,000 IN AGGREGATE; (D) SUCH REDUCTIONS BE MADE OUT OF THE CONTRIBUTED CAPIT AL OF THE COMPANY SECTION 101(5) OF THE INCOME TAX ACT, CHAPTER 134 ; (E) THE CREDIT OF SGD 250,000,000 IN AGGREGATE AMOUNT ARISING FROM THE REDUCTION IN T HE SHARE CAPITAL AND THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE RETURNED TO T HE SHAREHOLDERS IN CASH BASED ON THE RESULTANT NUMBER OF SHARES TO BE HELD BY EACH SHAREHOLDER AFTER THE CANCELLATION OF SHARES PURSUANT TO POINTS (A) AND ( B) , WITH THE AGGREGATE CASH DISTRIBUTION TO EACH SUCH SHAREHOLDER BEING ADJUS TED BY ROUNDING DOWN ANY FRACTIONS OF A CENT TO THE NEAREST CENT, WHERE APPLIC ABLE; AND (F) FORTHWITH AND IMMEDIATELY UPON THE CANCELLATION OF SHARES PURSUA NT TO POINTS (A) AND (B) ABOVE TAKING EFFECT, THE AUTHORISED SHARE CAPITAL OF THE COMPANY BE INCREASED TO ITS FORMER AUTHORISED SHARE CAPITAL OF SGD 500,000 ,000 COMPRISING 2,000,000,000 ORDINARY SHARES OF SGD 0.25 EACH BY WAY OF CREAT ING A MAXIMUM OF UP TO 139,740,000 ADDITIONAL SHARES; AUTHORIZE THE DIRECTORS AND EACH OF THEM BE TO DO ALL ACTS AND THINGS AND TO EXECUTE ALL SUCH DOCUMENT S AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE CAPI TAL REDUCTION AND CAPITAL DISTRIBUTION WITH SUCH MODIFICATIONS THERETO, IF ANY , AS THEY OR HE SHALL THINK FIT IN THE INTERESTS OF THE COMPANY; AND THE DEPO SITOR AND DEPOSITORY AGENT SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED TO T HEM IN SECTION 130A OF THE COMPANIES ACT, CHAPTER 50 2. APPROVE THAT THE RULES OF THE SEMBCORP LOGISTICS Management Against EXECUTIVES SHARE OPTION SCHE ME BE MODIFIED BY AMENDING RULE 8(A); AND THE RULES OF THE SEMBCORP LOGISTICS SHARE OPTION PLAN BE MODIFIED BY AMENDING RULE 11.1; AND AUTHORIZE THE DIRECTO RS AND EACH OF THEM TO MAKE SUCH ADJUSTMENTS TO THE SUBSCRIPTION PRICES AND/OR THE NUMBER OF SHARES COMPRISED IN THE OUTSTANDING OPTIONS ISSUED PURSUANT TO THE ABOVE PLANS IN ACCORDANCE WITH THE TERMS THEREOF AS AMENDED BY THIS RESOL UTION AS CONSEQUENCE OF THE SPECIAL DIVIDEND OF AN AGGREGATE NET AMOUNT OF SG D 750,000,000 PAID ON 04 JAN 2005 3. APPROVE THAT THE RULES OF THE SERNBCORP LOGISTICS Management Against PERFORMANCE SHARE PLAN BE MO DIFIED BY AMENDING RULE 9.1; AND THE RULES OF THE SEMBCORP LOGISTICS RESTRICTE D STOCK PLAN BE MODIFIED BY AMENDING RULE 9.1 - ------------------------------------------------------------------------------------------------------------------------------------ SHIMANO INC (FORMERLY SHIMANO INDUSTRIAL CO LTD) AGM Meeting Date: 03/30/2005 Issuer: J72262108 ISIN: JP3358000002 SEDOL: 5713035, 6804820, B02LHV0 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE ALLOCATION OF INCOME, INCLUDING THE Management For FOLLOWING DIVIDENDS: INTERIM J Y 12.5, FINAL JY 12.5, SPECIAL JY 0 2 APPROVE THE SHARE REPURCHASE PROGRAM Management For 3 APPROVE THE REDUCTION IN LEGAL RESERVES Management For 4 AMEND ARTICLES TO: DECREASE AUTHORIZED CAPITAL Management For TO REFLECT SHARE REPURCHASE AND CANCELLATION - LIMIT OUTSIDE DIRECTORS LEGAL LIABILITY 5.1 ELECT MR. N. FUCHIZAWA AS A DIRECTOR Management For 5.2 ELECT MR. K. KAKUTANI AS A DIRECTOR Management For 5.3 ELECT MR. C.Y. TENG AS A DIRECTOR Management For 5.4 ELECT MR. S. WADA AS A DIRECTOR Management For 5.5 ELECT MR. S. YUASA AS A DIRECTOR Management For 5.6 ELECT MR. K. ICHIJO AS A DIRECTOR Management For 6 APPROVE THE RETIREMENT BONUS FOR THE DIRECTOR Management For 7 APPROVE THE ADJUSTMENT TO AGGREGATE COMPENSATION Management For CEILING FOR THE STATUTORY AUD ITORS - ------------------------------------------------------------------------------------------------------------------------------------ SHOWA DENKO KK AGM Meeting Date: 03/30/2005 Issuer: J75046136 ISIN: JP3368000000 SEDOL: 5876091, 6805469 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE THE ALLOCATION OF INCOME, INCLUDING THE Management For FOLLOWING DIVIDENDS: INTERIM J PY 0, FINAL JPY 3, SPECIAL JPY 0 2.1 ELECT MR. M. OHASHI AS A DIRECTOR Management For 2.2 ELECT MR. K. TAKAHASHI AS A DIRECTOR Management For 2.3 ELECT MR. Y. SASAKI AS A DIRECTOR Management For 2.4 ELECT MR. T. SATO AS A DIRECTOR Management For 2.5 ELECT MR. T. HASHIMOTO AS A DIRECTOR Management For 2.6 ELECT MR. H. ITO AS A DIRECTOR Management For 2.7 ELECT MR. N. IMOTO AS A DIRECTOR Management For 2.8 ELECT MR. H. NISHIMOTO AS A DIRECTOR Management For 2.9 ELECT MR. T. TAMADA AS A DIRECTOR Management For 2.10 ELECT MR. N. MASUBUCHI AS A DIRECTOR Management For 2.11 ELECT MR. I. NOMURA AS A DIRECTOR Management For 2.12 ELECT MR. S. SAKAI AS A DIRECTOR Management For 3 APPROVE THE RETIREMENT BONUS FOR THE DIRECTOR Management Against AND SPECIAL PAYMENTS TO CONTINUI NG DIRECTORS AND STATUTORY AUDITORS IN CONNECTION WITH ABOLITION OF RETIREMENT BONUS SYSTEM 4 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For CEILING FOR DIRECTORS AND STATUTO RY AUDITORS - ------------------------------------------------------------------------------------------------------------------------------------ SHOWA SHELL SEKIYU KK AGM Meeting Date: 03/30/2005 Issuer: J75390104 ISIN: JP3366800005 SEDOL: 5876110, 6805544 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE PROPOSED APPROPRIATION OF PROFIT Management For FOR THE 93RD PERIOD; FINAL DIVIDE ND JY 15 2.1 ELECT MR. HARUYUKI NIIMI AS A DIRECTOR Management For 2.2 ELECT MR. JOHN S. MILLS AS A DIRECTOR Management For 2.3 ELECT MR. MASAYOSHI SATAKE AS A DIRECTOR Management For 2.4 ELECT MR. ROY D. WAIGHT AS A DIRECTOR Management For 2.5 ELECT MR. SHIGEYA KATO AS A DIRECTOR Management For 2.6 ELECT MR. YASUO MURAYAMA AS A DIRECTOR Management For 2.7 ELECT MR. H.K.LIM AS A DIRECTOR Management For 2.8 ELECT MR. YOSHIHIKO MIYAUCHI AS A DIRECTOR Management For 2.9 ELECT MR. MOHAMMAD S ALSHAMMARI AS A DIRECTOR Management For 3. ELECT MS. TAKAKO MORI AS A AUDITOR Management Against 4. ELECT MR. TAKUU KIMURA AS A AUDITOR SUBSTITUTE Management For - ------------------------------------------------------------------------------------------------------------------------------------ SKYLARK CO LTD AGM Meeting Date: 03/30/2005 Issuer: J75605105 ISIN: JP3396200002 SEDOL: 5787502, 6813161, B02LKK0 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 10 , FINAL JY 10, SPECIAL JY 0 2 ELECT MR. TOSHIYUKI OGURA AS A DIRECTOR Management For 3.1 ELECT MR. YUUSUKE SHIMIZU AS THE STATUTORY AUDITOR Management For 3.2 ELECT MR. KEIKICHI ISHISONE AS THE STATUTORY Management For AUDITOR 4 GRANT RETIREMENT ALLOWANCES TO MR. TATSUROU OMAGARI, Management For WHO RETIRED DURING THE CU RRENT TERM, ACCORDING TO THE COMPANY RULE 5 GRANT RETIREMENT ALLOWANCE TO THE DIRECTORS AND Management For THE STATUTORY AUDITOR IN ACCOR DANCE WITH THE ABOLISHMENT OF RETIREMENT ALLOWANCES SYSTEM: 9 DIRECTORS MR. YA SUTAKA ITOU, MR. MORIZOU TSUKAGOSHI, MR. MINORU HIMENO, MR. TOSHIAKI AIHARA, M R. MASAAKI ASHIKAWA, MR. HAJIME TANAKA, MR. KOUICHI TAKATORI, MR. FUTOSHI KIMU RA AND MR. MASAHIKO OMATA AND 1 STATUTORY AUDITOR MR. MASAHIDE MORIYAMA ACCORD ING TO THE COMPANY RULE - ------------------------------------------------------------------------------------------------------------------------------------ TEIKOKU OIL CO LTD AGM Meeting Date: 03/30/2005 Issuer: J82485103 ISIN: JP3540400003 SEDOL: 5891760, 6880905 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 3, FINAL JY 4.5, SPECIAL JY 0 2.1 ELECT MR. AKIRA ISONO AS A DIRECTOR Management For 2.2 ELECT MR. TAKESHI MAKI AS A DIRECTOR Management For 2.3 ELECT MR. SHIGERU HAYASHI AS A DIRECTOR Management For 2.4 ELECT MR. KYOUSUKE FURUKAWA AS A DIRECTOR Management For 2.5 ELECT MR. KASABUROU TAMURA AS A DIRECTOR Management For 2.6 ELECT MR. KAZUO YAMAMOTO AS A DIRECTOR Management For 2.7 ELECT MR. TAKAHIKO IKEDA AS A DIRECTOR Management For 2.8 ELECT MR. HIROAKI TSUBURAYA AS A DIRECTOR Management For 2.9 ELECT MR. TERUO OOMORI AS A DIRECTOR Management For 3.1 ELECT MR. KAZUHIKO TANIGUCHI AS A STATUTORY AUDITOR Management For 3.2 ELECT MR. SATOSHI TONI AS A STATUTORY AUDITOR Management For 4 GRANT RETIREMENT ALLOWANCE TO RETIREMENT DIRECTORS Management Against AND STATUTORY AUDITOR: 4 DI RECTORS, MR. HISASHI OKADA, MR. SHOUICHIROU KOKUBU, MR. SATOSHI TONO AND MR. T ATSUNOSUKE OKABE AND 1 STATUTORY AUDITOR MR. TOSHIO ISHIWATARI ACCORDING TO TH E COMPANY RULE - ------------------------------------------------------------------------------------------------------------------------------------ YAMAZAKI BAKING CO LTD AGM Meeting Date: 03/30/2005 Issuer: J96656103 ISIN: JP3935600001 SEDOL: 6985509, B066PQ2 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 0, FINAL JY 12, SPECIAL JY 0 - ------------------------------------------------------------------------------------------------------------------------------------ CAPITALIA SPA, ROMA EGM Meeting Date: 03/31/2005 Issuer: T2432A100 ISIN: IT0003121495 BLOCKING SEDOL: 7126181, 7154609 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 01 APR 2005 (AND A THIRD CALL ON 04 APR 2005). CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 APPROVE THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT Management ACTIVITY, THE INTERNAL A UDITORS REPORTS, THE BALANCE SHEET REPORTS AS OF 31 DEC 2005; RESOLUTIONS REL ATED THERETO O.2 APPROVE THE BUY BACK AND SALE OF OWN SHARES Management O.3 APPROVE THE RENEWAL OF AN INSURANCE POLICY TO Management COVER DIRECTORS, AUDITORS AND EX ECUTIVES CIVIL LIABILITY E.4 APPROVE THE CORPORATE CAPITAL INCREASE, IN COMPLIANCE Management WITH ARTICLE 2421, 8TH I TEM, OF ITALIAN CIVIL CODE AND ARTICLE 134, 2ND ITEM OF LAW DECREE 24 FEB 1998 , N.58 TO BE EXECUTED BY THE 31 DEC 2011 FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2 2.000.000 THROUGH ISSUANCE OF MAXIMUM 22.000.000 ORDINARY SHARES IN FAVOUR OF NO. 22.000.000 NON TRANSFERABLE WARRANTS VALID FOR SUBSCRIPTION OF ORDINARY SH ARES FREELY OFFERED TO CAPITALIA STAFF AND AMEND ARTICLE 5 OF THE CORPORATE BY -LAWS; RELATED RESOLUTIONS E.5 AUTHORIZE THE BOARD OF DIRECTORS, IN COMPLIANCE Management WITH ARTICLE 2443 OF ITALIAN C IVIL CODE, TO INCREASE CORPORATE CAPITAL THROUGH BONUS ISSUE BY THE 31 DEC 200 5 FOR A MAXIMUM NOMINAL AMOUNT OF EUR 10.000.000 BY ISSUING A MAXIMUM NUMBER O F 10.000.000 ORDINARY SHARES, REGULAR RANKING, TO BE OFFERED TO THE STAFF AND SUBSIDIARIES IN COMPLIANCE WITH ARTICLE 2349 OF ITALIAN CIVIL CODE AND AMEND A RTICLE 5 AND 23 OF THE CORPORATE BY-LAWS; RELATED RESOLUTIONS - ------------------------------------------------------------------------------------------------------------------------------------ DATACRAFT ASIA LTD EGM Meeting Date: 03/31/2005 Issuer: Y1997C109 ISIN: SG1A79009654 SEDOL: 5563218, 6246831 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ S.1 APPROVE THAT, PURSUANT TO THE ARTICLE 55(1) OF Management For THE ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO CONFIRMATION FROM THE HIGH COURT OF THE REPUBLIC OF SINGAPORE PURSUANT TO THE SECTION 73 OF THE COMPANIES ACT CHAPTER 50 OF SING APORE : A) THE ISSUED AND PAID-UP CAPITAL OF THE COMPANY AS AT THE BOOKS CLOSU RE DATE TO BE DETERMINED BY THE DIRECTORS BOOKS CLOSURE DATE BE REDUCED BY A PPROXIMATELY SGD 23.3 MILLION, BY THE REDUCTION IN PAR VALUE OF EACH ORDINARY SHARE IN THE CAPITAL OF THE COMPANY FROM SGD 0.10 TO SGD 0.05; B) THE NOMINAL VALUE OF ALL ORDINARY SHARES IN THE SHARE CAPITAL OF THE COMPANY BE REDUCED FR OM SGD 0.10 TO SGD 0.05 EACH; C) FORTHWITH UPON SUCH REDUCTION TAKING EFFECT, AN AMOUNT IN CASH OF APPROXIMATELY SGD 23.3 MILLION CASH DISTRIBUTION BE RET URNED TO THE SHAREHOLDERS ON THE BASIS OF SGD 0.05 FOR EACH ISSUED AND FULLY P AID-UP SHARE HELD AS AT THE BOOKS CLOSURE DATE; D) THAT THE DIRECTORS ARE AUTH ORIZED TO COMPLETE AND DO AND EXECUTE ALL SUCH ACTS AND THINGS AS THEY OR HE M AY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE RESOLUTION, WITH SUCH MODIFICATIONS THERETO IF ANY AS THEY OR SHALL THINK FIT IN THE INTEREST OF THE COMPANY 2. APPROVE, FORTHWITH AND CONTINGENT UPON THE REDUCTION Management For OF CAPITAL REFERRED IN RE SOLUTION S.1 TAKING EFFECT, PURSUANT TO THE ARTICLE 50 OF THE ARTICLES OF ASSO CIATION OF THE COMPANY, THAT THE AUTHORIZED SHARE CAPITAL OF THE COMPANY BE RE STORED TO ITS FORMER CAPITAL OF SGD 60,000,000 DIVIDED INTO 1,200,000,000 ORDI NARY SHARES OF PAR VALUE OF SGD 0.05 EACH BY THE CREATION OF ADDITIONAL 600,00 0,000 ORDINARY SHARES OF PAR VALUE SGD 0.05 EACH - ------------------------------------------------------------------------------------------------------------------------------------ EDP-ENERGIAS DE PORTUGAL SA, LISBOA OGM Meeting Date: 03/31/2005 Issuer: X67925119 ISIN: PTEDP0AM0009 BLOCKING SEDOL: 4103596, 4104061 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE THE 2004 ANNUAL REPORT, AUDITOR S REPORT Management AND THE RESULTS 2. ACKNOWLEDGE THE 2004 CONSOLIDATED ANNUAL REPORT, Management THE 2004 CONSOLIDATE RESULTS AND ALSO THE 2004 CONSOLIDATED AUDITOR S REPORT 3. APPROVE THE PROFIT S APPROPRIATION Management 4. ACKNOWLEDGE THE COMPANY S MANAGEMENT AND AUDITING Management 5. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE AND Management SELL OWN SHARES BY EDP OR BY T HE SUBSIDIDIARY COMPANIES 6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE AND Management SELL OWN BONDS BY EDP OR BY TH E SUBSIDIDIARY COMPANIES * PLEASE NOTE THAT YOU HAVE 1 VOTE FOR EACH 100 Non-Voting SHARES HELD. THANK YOU. - ------------------------------------------------------------------------------------------------------------------------------------ FINECOGROUP SPA, BRESCIA MIX Meeting Date: 03/31/2005 Issuer: T44945110 ISIN: IT0003602155 BLOCKING SEDOL: B00KJ13, B00L3L4, B05PQX4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 01 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. O.1 APPROVE THE BALANCE SHEET REPORTS AS PER ARTICLE Management 2364 OF THE ITALIAN CIVIL COD E, COMMA 1, AND APPOINT DIRECTORS, INTERNAL AUDITORS AND THEIR CHAIRMAN AS PER ARTICLE 24 OF THE BY-LAW TO STATE THEIR EMOLUMENTS O.2 APPOINT EXTERNAL AUDITORS FOR FYS 2005, 2006 Management AND 2007 UPON INTERNAL AUDITORS A DVICE AS PER LAW PROVISION E.1 AMEND ARTICLE 11 OF THE BY-LAW BY CHANGING OF Management THE MEETING QUORUM IN ORDER TO E XCLUDE VOTING RIGHTS HELD BY SHAREHOLDERS ABSTAINED FROM VOTING FOR CONFLICT O F INTERESTS E.2 APPROVE TO INCREASE THE CAPITAL FOR A MAXIMUM Management AMOUNT OF EUR 7,320,000 BY ISSUI NG MAXIMUM 7,320,000 ORDINARY SHARES FACE VALUE EUR 1 WITHOUT OPTION RIGHTS TO BE RESERVED TO EMPLOYEES AND FINANCIAL BROKERS AS PER ARTICLE 2441, COMMA 5 A ND LATEST COMMA, AS WELL AS ARTICLE 134 COMMA 2 OF 24 FEB 1998 OF THE ITALIAN LAW DECREE, N.58, UPON: A) REVOKE OF POWERS GRANTED TO BOARD OF DIRECTORS BY THE EGM OF 15 APR 2000, AS PER ARTICLE 2443 AND 2420-TER OF ITALIAN CIVIL CODE ; B) PARTIAL REVOKE OF THE CAPITAL INCREASE RESOLVED BY THE EGM OF 13 NOV 2003 ; C) REVOKE OF POWERS GRANTED TO BOARD OF DIRECTORS BY THE EGM OF 13 NOV 2003 AS PER ARTICLE 2443 OF ITALIAN CIVIL CODE, RESOLUTIONS RELATED THERE TO, AS W ELL AS CHANGE OF ARTICLE 5 OF THE BY-LAW COMPANY S STOCK CAPITAL - ------------------------------------------------------------------------------------------------------------------------------------ KONINKLIJKE PHILIPS ELECTRONICS N V AGM Meeting Date: 03/31/2005 Issuer: N6817P109 ISIN: NL0000009538 BLOCKING SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 216834 DUE TO CHANGE IN THE V OTING STATUS OF THE RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WI LL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THAN K YOU. * PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting BLOCKING IS LIMITED TO THE P ERIOD BETWEEN VOTE DEADLINE DATE (18 MARCH 2005) AND REGISTRATION DATE (24 MAR CH 2005, 9 AM CET). SHARES CAN BE TRADED THEREAFTER. VOTE INSTRUCTIONS RECEIVE D AFTER VOTE DEADLINE DATE (BUT BEFORE THE REGISTRATION DATE) ARE CONSIDERED L ATE. LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIE D TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INSTRUCTIONS THROUGH REGISTR ATION DATE (24 MARCH 2005, 9 AM CET). SHARES CAN BE TRADED THEREAFTER. 1. OPENING OF THE GENERAL MEETING Non-Voting 2.a ADOPTION OF THE 2004 FINANCIAL STATEMENTS Management 2.b EXPLANATION OF POLICY ON ADDITIONS TO RESERVES Non-Voting AND DIVIDENDS 2.c ADOPTION OF THE DIVIDEND TO SHAREHOLDERS OF EUR Management 0.40 PER COMMON SHARE 2.d DISCHARGE OF THE RESPONSIBILITIES OF THE MEMBERS Management OF THE BOARD OF MANAGEMENT 2.e DISCHARGE OF THE RESPONSIBILITIES OF THE MEMBERS Management OF THE SUPERVISORY BOARD 3.a DISCUSSION ON CORPORATE GOVERNANCE STRUCTURE Non-Voting 3.b AMENDMENT OF THE ARTICLES OR ASSOCIATION OF THE Management COMPANY 4. RE-APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL Management AUDITOR OF THE COMPANY 5.a RE-APPOINTMENT OF MR G.J. KLEISTERLEE AS PRESIDENT/CEO Management AND MEMBER OF THE BOARD OF MANAGEMENT 5.b APPOINTMENT OF MR. P.J. SIVIGNON AS MEMBER OF Management THE BOARD OF MANAGEMENT 6.a RE-APPOINTMENT OF MR. L. SCHWEITZER AS MEMBER Management OF THE SUPERVISORY BOARD 6.b APPOINTMENT OF MR. N.L. WONG AS MEMBER OF THE Management SUPERVISORY BOARD 6.c APPOINTMENT OF MR. J.J. SCHIRO AS MEMBER OF THE Management SUPERVISORY BOARD 7. ADOPTION OF THE CHANGE OF THE REMUNERATION FOR Management THE MEMBERS OF THE SUPERVISORY BOARD 8. AUTHORIZATION OF THE BOARD OF MANAGEMENT TO (I) Management ISSUE OR GRANT RIGHTS TO ACQUI RE SHARES AND (II) RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS 9. AUTHORIZATION OF THE BOARD OF MANAGEMENT TO ACQUIRE Management SHARES IN THE COMPANY 10. ANY OTHER BUSINESS Non-Voting 11. CLOSING OF THE GENERAL MEETING Non-Voting * THE AGENDA AND EXPLANATORY NOTES, AS WELL AS Non-Voting THE UNDERLYING DOCUMENTS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, INCLUDING THE ANNUAL REPORT 2004 AND T HE EXPLANATORY NOTES TO THE AMENDMENT TO THE ARTICLES OF ASSOCIATION, CAN BE F OUND AT THE FOLLOWING WEBSITE WWW.PHILIPS.COM/INVESTOR. DIRECT LINK TO INFORMA TION ON THE AGM: WWW.PHILIPS.COM/ABOUT/INVEST640/SECTION-13970/IN DEX.HTML - ------------------------------------------------------------------------------------------------------------------------------------ KONINKLIJKE PHILIPS ELECTRS N V AGM Meeting Date: 03/31/2005 Issuer: N6817P109 ISIN: NL0000009538 BLOCKING SEDOL: 0852643, 4183037, 4197726, 4200572, 5986622 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING OF THE GENERAL MEETING Non-Voting 2.a APPROVE THE ANNUAL ACCOUNTS ON THE FY 2004 Management 2.b APPROVE THE EXPLANATION OF POLICY ON ADDITIONS Management TO RESERVES AND DIVIDENDS 2.c DECLARE THE DIVIDEND OVER THE FY 2004 AT EUR Management 0.40 PER COMMON SHARE 2.d GRANT DISCHARGE TO THE MANAGING BOARD AND SUPERVISORY Management BOARD IN RESPECT OF THE DUTIES PERFORMED DURING THE PAST FY 3.a APPROVE CORPORATE GOVERNANCE STRUCTURE Management 3.b APPROVE TO CHANGE THE ARTICLES OF ASSOCIATION Management IN RESPECT OF: WITHDRAWAL OF PRI ORITY SHARES REQUIREMENTS FOR OVERRULING A BINDING RECOMMENDATION REGARDING AP POINTMENT OF THE MEMBERS OF THE SUPERVISORY BOARD AND MEMBERS OF THE MANAGING BOARD FORMALIZATION OF RULES TO AVOID CONFLICTS OF INTEREST BETWEEN THE COMPAN Y AND MEMBERS OF THE MANAGING BOARD TERMS OF APPOINTMENT OF MEMBERS OF THE MAN AGING BOARD MATTERS TO BE APPROVED BY THE SUPERVISORY BOARD INDEMNIFICATION OF MEMBERS OF THE MANAGING AND SUPERVISORY BOARD INTRODUCTION OF A RECORD DATE F OR SHAREHOLDERS MEETINGS ATTENDANCE APPOINTMENT PERIOD OF AN EXTERNAL AUDITOR 4 APPOINT KPMG ACCOUNTANTS AS THE AUDITORS RESPONSIBLE Management FOR AUDITING THE FINANCIA L ACCOUNTS FOR THE YEARS 2005 UNTIL AND INCLUDING 2007 5. RE-APPOINT MR. G. KLEISTERLEE AS CEO AND MR. Management P.J. SIVIGNON AS MEMBER OF THE M ANAGEMENT BOARD 6. RE-APPOINT MR. L. SCHWIETZER WITH EFFECT FROM Management 31 MAR 2005; APPOINT MR. N.L. WO NG WITH EFFECT FROM 01 APR 2005 AND MR. J.J. SCHIRO WITH EFFECT FROM 01 OCT 20 05 AS MEMBER OF THE SUPERVISORY BOARD WHERE ALL DETAILS AS LAID IN ARTICLE 2:1 58 PARAGRAPH 5, SECTION 2:142 PARAGRAPH 3 OF THE DUTCH CIVIL CODE ARE AVAILABL E FOR THE GENERAL MEETING OF SHAREHOLDERS 7. APPROVE TO SET THE ANNUAL REMUNERATION FOR THE Management MEMBERS OF THE SUPERVISORY BOAR D AS FALLOWS: THE MEMBERS EUR 41,000, THE CHAIRMAN EUR 75,000 ANNUAL REMUNERAT ION FOR EACH SUPERVISORY BOARD COMMITTEE MEMBERSHIP EUR 4,500; FOR A REGULAR M EMBER AND EUR 6,000 FOR THE CHAIRMAN OF A COMMITTEE; ANNUAL REMUNERATION FOR T HE CHAIRMAN OF THE SUPERVISORY BOARD S AUDIT COMMITTEE: EUR 7000 8. APPROVE THAT THE MANAGING BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BO ARD, BE DESIGNATED FOR A PERIOD OF 18 MONTHS AS THE BODY WHICH IS AUTHORIZED T O RESOLVE TO ISSUE SHARES UP TO A NUMBER OF UNISSUED SHARES IN THE CAPITAL OF THE COMPANY; AUTHORIZE THE MANAGING BOARD, UNDER THE APPROVAL OF THE SUPERVISO RY BOARD AS THE SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON NEW ISS UED SHARES IN THE COMPANY 9. AUTHORIZE THE MANAGEMENT BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOA RD, TO CAUSE THE COMPANY TO ACQUIRE ITS OWN SHARES FOR VALUABLE CONSIDERATION, UP TO A MAXIMUM NUMBER WHICH, AT THE TIME OF ACQUISITION, THE COMPANY IS PERM ITTED TO ACQUIRE PURSUANT TO THE PROVISIONS OF SECTION 98, SUBSECTION 2, OF BO OK M2 OF THE NETHERLANDS CIVIL CODE; SUCH ACQUISITION MAY BE EFFECTED BY MEANS OF ANY TYPE OF CONTRACT, INCLUDING STOCK EXCHANGE TRANSACTIONS, THE PRICE MUS T LIE BETWEEN THE PAR VALUE OF THE SHARES AND AN AMOUNT EQUAL TO 110% OF THE M ARKET PRICE 10. ANY OTHER BUSINESS Other 11. CLOSING OF THE GENERAL MEETING Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 23 MAR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting - ------------------------------------------------------------------------------------------------------------------------------------ MERCK KGAA, DARMSTADT OGM Meeting Date: 03/31/2005 Issuer: D5357W103 ISIN: DE0006599905 BLOCKING SEDOL: 4741844, 4743033 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management OF THE 2004 FY WITH THE REP ORT OF THE SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS AND THE GROUP ANNU AL REPORT 2. APPROVE THE FINANCIAL STATEMENTS FOR THE 2004 Management FY 3. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management PROFIT OF EUR 57,823,536.64 AS: PAYMENT OF A DIVIDEND OF EUR 0.80 PLUS A BONUS OF EUR 0.20 PER NO-PAR SHARE EU R 6,000,000 SHALL BE ALLOCATED TO THE REVENUE RESERVES EUR 1,240,657.64 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE 01 APR 2005 4. RATIFY THE ACTS OF THE COMPANY S MANAGEMENT Management 5. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 6. APPOINT KPMG, MANNHEIM AS THE AUDITORS FOR THE Management 2005 FY 7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management WITH THE COMPANY S WHOLLY-O WNED SUBSIDIARIES MERCK VIERTE ALLGEMEINE BETEILIGUNGSGESELLSCHAFT MBH, MERCK FUENFTE ALLGEMEINE BETEILIGUNGSGESELLSCHAFT MBH, AND MERCK 8. ALLGEMEINE BETEI LIGUNGS GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005, UNTIL AT LEAST 31 DEC 2009 8. APPROVE THE REVISION OF SECTIONS 21(4)1 AND 32 Management OF THE ARTICLES OF ASSOCIATION 9. APPROVE TO INCREASE THE SHARE CAPITAL BY UP TO Management EUR 64,349,997.40 SHALL BE REVO KED; AUTHORIZE THE MANAGEMENT WITH THE CONSENT OF THE SUPERVISORY BOARD, TO IN CREASE THE SHARE CAPITA BY UP TO EUR 64,349,997.40 THROUGH THE ISSUE OF NEW SH ARES AGAINST PAYMENT IN CASH OR KIND, ON OR BEFORE 31 MAR 2010; SHAREHOLDERS S HALL BE GRANTED SUBSCRIPTION RIGHTS EXPECT FOR A CAPITAL INCREASE AGAINST CASH PAYMENT OF UP TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A P RICE NOT MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL SHARES, AND FOR THE IS SUE OF SHARES TO E. MERCK AS PER SECTIONS 32(3) AND 33 OF THE ARTICLES OF ASSO CIATION AND CORRESPONDENT AMENDMENTS TO THE ARTICLES OF ASSOCIATION - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE TECHNOLOGIES ENGINEERING LTD AGM Meeting Date: 03/31/2005 Issuer: Y7996W103 ISIN: SG1F60858221 SEDOL: 5818725, 6043214 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 AND AUDITORS REPORT THEREON 2. DECLARE A FIRST AND FINAL TAX EXEMPT ONE-TIER Management For DIVIDEND OF 4.0 CENTS PER SHAR E AND A SPECIAL TAX EXEMPT ONE-TIER DIVIDEND OF 8.39 CENTS PER SHARE FOR THE YE 31 DEC 2004 3.1 RE-ELECT MR. TAN PHENG HOCK AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT TO ARTICLE 98 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.2 RE-ELECT DR. PHILIP NALLIAH PILLAI INDEPENDENT Management For MEMBER OF THE AUDIT COMMITTEE AS A DIRECTOR, WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 98 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.3 RE-ELECT MR. LUCIEN WONG YUEN KUAI AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PURS UANT TO ARTICLE 98 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.4 RE-ELECT MR. VENKATACHALAM KRISHNAKUMAR INDEPENDENT Management For MEMBER OF THE AUDIT COMMI TTEE AS A DIRECTOR, WHO RETIRES BY ROTATION PURSUANT TO ARTICLE 98 OF THE ART ICLES OF ASSOCIATION OF THE COMPANY 4. APPROVE THE SUM OF SGD 406,750 AS DIRECTORS Management For FEES FOR THE YE 31 DEC 2004 5. RE-APPOINT ERNST & YOUNG AS THE AUDITORS OF THE Management For COMPANY AND AUTHORISE THE DIRE CTORS TO FIX THEIR REMUNERATION. 6. APPOINT, PURSUANT TO SECTION 153(6) OF THE COMPANIES Management For ACT, CHAPTER 50, MR. LIM CHIN BENG AS A DIRECTOR OF THE COMPANY TO HOLD THE OFFICE UNTIL THE NEXT AGM O F THE COMPANY 7. AUTHORIZE THE DIRECTORS, THE LISTING RULES OF Management For THE SINGAPORE EXCHANGE SECURITIE S TRADING LIMITED, TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY BY WAY OF RIG HTS, BONUS OR OTHERWISE; AND/OR MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS C OLLECTIVELY INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARE TO BE ISSUED INCLU7 DING BUT NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES, AT ANY TIME UPON SUCH TERMS AND CONDITI ONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR AB SOLUTE DISCRETION DEEM FIT, THE AGGREGATE NUMBER OF SHARES INCLUDING SHARES T O BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOL UTION ISSUED NOT EXCEEDING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BA SIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED SHA RE CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW S HARES ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPTIONS ON ISSUE AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; A UTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 8. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE SINGAPORE TECHNOLOGIES ENGINEERING SHARE OPTION PLAN SHARE OPTI ON PLAN AND/PR THE SINGAPORE TECHNOLOGIES ENGINEERING PERFORMANCE SHARE PLAN PERFORMANCE SHARE PLAN AND/OR THE SINGAPORE TECHNOLOGIES ENGINEERING RESTRIC TED STOCK PLAN RESTRICTED STOCK PLAN THE SHARE OPTION PLAN, THE PERFORMANCE SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER THE SHARE PLANS ; AND ALLO T AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY SHARES OF SGD 10 EACH IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EX ERCISE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR THE RESTRICTED STOCK PLAN , PROVIDED THAT THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT TO THE SHARE PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COM PANY FROM TIME TO TIME - ------------------------------------------------------------------------------------------------------------------------------------ SINGAPORE TECHNOLOGIES ENGINEERING LTD EGM Meeting Date: 03/31/2005 Issuer: Y7996W103 ISIN: SG1F60858221 SEDOL: 5818725, 6043214 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. APPROVE: 1) AND AUTHORIZE THE DIRECTORS OF THE Management For COMPANY, FOR THE PURPOSES OF SE CTIONS 76C AND 76E OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE THE COMPANI ES ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 0.10 EACH FULLY PAID IN THE CAPITAL OF THE COMPANY THE ORDINARY SHARES NOT EXCE EDING IN AGGREGATE THE MAXIMUM LIMIT AS HEREAFTER DEFINED , AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME UP TO THE MAXIM UM PRICE AS HEREAFTER DEFINED , WHETHER BY WAY OF: (A) MARKET PURCHASE S ON THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED THE SGX-ST ; AND/OR (B) O FF-MARKET PURCHASE S IF EFFECTED OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME S AS MAY BE DETERMINED OR FORMULATED BY THE DIR ECTORS AS THEY CONSIDER FIT, WHICH SCHEME S SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LA WS AND REGULATIONS AND RULES OF THE SGX-ST AS MAY FOR THE TIME BEING BE APPLIC ABLE THE SHARE PURCHASE MANDATE ; 2) UNLESS VARIED OR REVOKED BY THE COMPAN Y IN GENERAL MEETING, THE AUTHORITY CONFERRED ON THE DIRECTORS OF THE COMPANY PURSUANT TO THE SHARE PURCHASE MANDATE MAY BE EXERCISED BY THE DIRECTORS AT AN Y TIME AND FROM TIME TO TIME DURING THE PERIOD COMMENCING FROM THE DATE OF THE PASSING OF THIS RESOLUTION AND EXPIRING ON THE EARLIER OF: A) THE DATE ON WHI CH THE NEXT AGM OF THE COMPANY IS HELD; AND B) THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD; 4) AND AUTHORIZE THE DIRECTORS O F THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT O R NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION 2. APPROVE: 1) FOR THE PURPOSES OF CHAPTER 9 OF Management For THE LISTING MANUAL CHAPTER 9 OF THE SGX-ST, FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANIES THAT ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTERESTED PERS ON TRANSACTIONS AS SPECIFIED WITH ANY PARTY WHO IS OF THE CLASS OF INTERESTED PERSONS DESCRIBED IN THE APPENDIX TO THE CIRCULAR, PROVIDED THAT SUCH TRANSACT IONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PRO CEDURES FOR SUCH INTERESTED PERSON TRANSACTIONS; AUTHORITY EXPIRES AT THE CON CLUSION OF THE NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS OF THE CO MPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUC H DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE SHAREHOLDERS MANDATE AN D/OR THIS RESOLUTION - ------------------------------------------------------------------------------------------------------------------------------------ WERELDHAVE NV AGM Meeting Date: 03/31/2005 Issuer: N95060120 ISIN: NL0000289213 BLOCKING SEDOL: 4942863, 4948623, 4948634, 7737691, B051ZW4 - ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ 1. OPENING Non-Voting 2. APPROVE THE MINUTES OF THE GENERAL MEETING OF Management SHAREHOLDERS ON 24 MAR 2004 3. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management 4. APPROVE THE DIVIDEND AND THE RESERVES POLICY Management 5. APPROVE THE OPPORTUNITY TO QUESTION THE EXTERNAL Management ACCOUNTANT 6. APPROVE THE ACCOUNTS FOR 2004; DECLARE A DIVIDEND Management PER ORDINARY SHARE OF EUR 4. 50 7. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 8. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 9. APPROVE THE REMUNERATION TO THE BOARD OF MANAGEMENT Management AND THE SUPERVISORY BOARD 10. APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management 11. APPOINT PRICEWATERHOUSECOOPERS AS THE EXTERNAL Management ACCOUNTANT 12. APPROVE THE ALTERATION OF THE ARTICLES OF ASSOCIATION Management 13. OTHER BUSINESS Other 14. CLOSURE Non-Voting - --------------------------------------------------------------------------------------------------------------------------- T.E.R.N.A.- TRASMISSIONE ELETTRICITA' RETE NAZIONALE SPA, ROMA MIX Meeting Date: 04/01/2005 Issuer: T9471R100 ISIN: IT0003242622 BLOCKING SEDOL: B01BN57, B05PS27 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 02 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004; BOARD OF DIRECTORS AND IN TERNAL AND EXTERNAL AUDITORS REPORTS; RESOLUTIONS RELATED THERETO CONSOLIDATE D BALANCE SHEET REPORT AS OF 31 DEC 2004 O.2 APPROVE THE PROFIT DISTRIBUTION Management O.3 APPOINT THE INTERNAL AUDITORS Management O.4 APPROVE TO STATE INTERNAL AUDITORS EMOLUMENTS Management E.1 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management THE STOCK CAPITAL UP TO MAXIMUM AMOUNT OF EUR 2,200,000 BY ISSUING NEW ORDINARY SHARES TO BE RESERVED TO THE M ANAGERS OF THE COMPANY AND ITS CONTROLLED COMPANIES, WITHOUT OPTION RIGHT AND AGAINST PAYMENT AS PER ARTICLE 2441 OF THE ITALIAN CIVIL CODE; RESOLUTIONS REL ATED THERETO; AMEND ARTICLE 5 OF THE BY-LAW - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA MEDIA SPA, TORINO OGM Meeting Date: 04/04/2005 Issuer: T92765121 ISIN: IT0001389920 BLOCKING SEDOL: 5843642, 5846704, 7184833, B01DRM8 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 05 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004; RESOLUTIONS RELATED THERE TO 2. APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management THERETO 3. APPOINT THE EXTERNAL AUDITORS FOR THREE YEARS Management PERIOD 2005/2007 - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA MEDIA SPA, TORINO OGM Meeting Date: 04/04/2005 Issuer: T92765121 ISIN: IT0001389920 BLOCKING SEDOL: 5843642, 5846704, 7184833, B01DRM8 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 05 APR 2005 AT 400 PM. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WIL L REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVI SED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 220139, DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE ANNUAL REPORT FOR THE YE 31 DEC 2004; Management RELATED AND CONSEQUENTIAL RE SOLUTIONS 2.1 APPOINT MR. RICARDO PERISSICH TO THE BOARD OF Management DIRECTORS 2.2 APPOINT MR. ENRICO PARAZZINI TO THE BOARD OF DIRECTORS Management 2.3 APPOINT MR. CARLO BERTAZZO TO THE BOARD OF DIRECTORS Management 2.4 APPOINT MR. ADRIANO DE MAIO TO THE BOARD OF DIRECTORS Management 2.5 APPOINT MR. CANDIDO FOIS TO THE BOARD OF DIRECTORS Management 2.6 APPOINT MR. GIULIA LIGRESTI TO THE BOARD OF DIRECTORS Management 2.7 APPOINT MR. ROMANO MARNIGA TO THE BOARD OF DIRECTORS Management 2.8 APPOINT MR. GIANFRANCO NEGRI CLEMENTI TO THE Management BOARD OF DIRECTORS 2.9 APPOINT MR. ALLESANDRO OVI TO THE BOARD OF DIRECTORS Management 2.10 APPOINT MR. PAOLO ROVERATO TO THE BOARD OF DIRECTORS Management 2.11 APPOINT MR. SERGIO RISTUCCIA TO THE BOARD OF DIRECTORS Management 2.12 APPOINT MR. GIOVANNI SABBATUCCI TO THE BOARD Management OF DIRECTORS 2.13 APPOINT MR. MARIO ZANONE POMA TO THE BOARD OF Management DIRECTORS 3. APPOINT THE EXTERNAL AUDITORS FOR THREE YEARS Management PERIOD 2005/2007 - --------------------------------------------------------------------------------------------------------------------------- EFG EUROBANK ERGASIAS SA OGM Meeting Date: 04/05/2005 Issuer: X1898P101 ISIN: GRS323013003 BLOCKING SEDOL: 5654316, 5674626 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE BANKS ANNUAL FINANCIAL STATEMENT Management FOR THE YEAR 2004, THE BOARD OF D IRECTORS, THE AUDITOR S RELEVANT REPORTS; THE PROFITS APPROPRIATION 2. APPROVE THE STOCK OPTION PLAN FOR THE BANK EMPLOYEES, Management THE BOARD OF DIRECTORS M EMBERS AND ASSOCIATED COMPANIES, ACCORDING TO ARTICLE 13 PARAGRAPH 9 OF CODE L AW 2190/1920, AS CURRENT RENTLY IN FORCE 3. GRANT DISCHARGE TO THE DIRECTORS AND THE AUDITORS Management FROM ALL RESPONSIBILITY OF I NDEMNIFICATION IN RELATION TO THE FY 2004 4. APPOINT THE AUDITORS FOR THE FY 2005 AND APPROVE Management TO DETERMINE THEIR FEES 5. APPROVE THE REMUNERATION OF THE DIRECTORS AND Management AGREEMENTS IN ACCORDANCE WITH AR TICLE 23A AND 24 OF THE CODE LAW 2190.1920 6. APPROVE THE ACQUISITION BY THE BANK OF ITS OWN Management SHARES IN ACCORDANCE WITH ARTIC LE 16 PARAGRAPH 5 OF THE CODE LAW 2190.1920 7. APPROVE, IN ACCORDANCE TO ARTICLE 23 PARAGRAPH Management 1 OF THE CODE LAW 2190.1920 TO THE DIRECTORS AND THE EXECUTIVES OF THE BANK TO PARTICIPATE ON THE BOARD OF DI RECTORS AND THE MANAGEMENT OF THE COMPANIES WITH SIMILAR OBJECTIVES - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA MOBILE SPA TIM, TORINO EGM Meeting Date: 04/05/2005 Issuer: T9276A104 ISIN: IT0001052049 BLOCKING SEDOL: 4876746, 5527957, B020S70 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 06 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE MERGER PLAN OF TELECOM ITALIA MOBILE Management SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT RESOLUTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting IN RECORD DATE. IF YOU HAV E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA MOBILE SPA TIM, TORINO MIX Meeting Date: 04/05/2005 Issuer: T9276A104 ISIN: IT0001052049 BLOCKING SEDOL: 4876746, 5527957, B020S70 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 06 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 216109 DUE TO CHANGE IN ME ETING TYPE AND ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEET ING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE . THANK YOU. E.1 APPROVE THE MERGER BY THE INCORPORATION OF TELECOM Management ITALIA MOBILE SPA INTO THE TELECOM ITALIA SPA AS PER ARTICLE 146, COMMA 1B OF ITALIAN LEGISLATIVE DECREE NO.58/98 O.1 APPROVE THE BALANCE SHEET REPORT AS ON 31 DEC Management 2004; RESOLUTIONS RELATED THERET O O.2 APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management THERETO O.3 APPOINT THE INTERNAL AUDITORS; RESOLUTIONS RELATED Management THERETO - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA S P A NEW EGM Meeting Date: 04/05/2005 Issuer: T92778108 ISIN: IT0003497168 BLOCKING SEDOL: 7634394, 7649882 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 06 APR 2005 AND A THIRD CALL ON 07 APR 2005. CONSEQUENTLY, YOUR V OTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDE D. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE MERGER PLAN OF TELECOM ITALIA MOBILE Management SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT RESOLUTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting IN RECORD DATE. IF YOU HAV E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - --------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA S P A NEW MIX Meeting Date: 04/05/2005 Issuer: T92778108 ISIN: IT0003497168 BLOCKING SEDOL: 7634394, 7649882 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 06 APR 2005 (AND A THIRD CALL ON 07 APR 2005). CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEN DED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. E.1 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND THE RESOLUTIONS RELATED THERE TO O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 04 AND THE RESOLUTIONS RELATED T HERETO O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management MEMBERS NUMBER; APPROVE UPON RES TATING THE BOARD OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO NEW MEMBERS - --------------------------------------------------------------------------------------------------------------------------- AUSTRALIAN GAS LT CO EGM Meeting Date: 04/06/2005 Issuer: Q09680101 ISIN: AU000000AGL7 SEDOL: 5585966, 6064969 - --------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - --------------------------------------------------------------------------------------------------------------------------- 1. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For 256B AND SECTION 256C(1) OF THE CORPORATIONS ACT 2001 (CTH), TO REDUCE ITS SHARE CAPITAL BY PAYING TO EAC H PERSON WHO IS A SHAREHOLDER OF THE COMPANY AT 7.00 P.M. ON 13 ARP 2005 RECO RD DATE THE AMOUNT OF AUD 0.50 PER SHARE HELD BY THAT PERSON ON THE RECORD DA TE - --------------------------------------------------------------------------------------------------------------------------- DAIMLERCHRYSLER AG, STUTTGART OGM Meeting Date: 04/06/2005 Issuer: D1668R123 ISIN: DE0007100000 SEDOL: 2190716, 2307389, 2310967, 4611196, 5529027, 5543890, 5545614, 5572968, 5766857, 6135111 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DIS-TRIBUTABLE Management PROFIT OF EUR 1,519,236,286.50 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARE EX-DIVIDEND AN D PAYABLE DATE: 07 APR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management BERLIN AND FRANKFURT OF THE AU DITORS FOR THE 2005 FY 6. AUTHORIZE THE COMPANY TO ACQUIRE SHARES OF UP Management TO EUR 263,000,000, AT A PRICE D IFFERING NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 06 OCT 2006; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, TO USE T HE SHARES FOR MERGERS AND ACQUISITIONS, OR WITHIN THE SCOPE OF THE COMPANY S S TOCK OPTION PLAN, TO ISSUE THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFI LIATES, AND TO RETIRE THE SHARES 7. ELECT MR. ARNAUD LAGARDERHE AS THE SUPERVISORY Management BOARD MEMBER 8. APPROVE THE REVOCATION OF THE EXISTING AUTHORIZATION Management TO ISSUE CONVERTIBLE AND WARRANT BONDS, THE REVOCATION OF THE EXISTING CONTINGENT CAPITAL I AND II, AND APPROVE THE CORRESPONDING ADJUSTMENTS TO THE ARTICLES OF ASSOCIATION 9. GRANT AUTHORITY TO ISSUE CONVERTIBLE AND/OR WARRANT Management BONDS, THE CREATION OF A C ONTINGENT CAPITAL I, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCI ATION AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF THE S UPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR 15,000,000,000, HAVING A TERM O F UP TO 20 YEARS AND CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR NEW SHAR ES OF THE COMPANY, ON OR BEFORE 05 APR 2010 SHAREHOLDERS SHALL BE GRANTED SUBS CRIPTION RIGHTS EXCEPT FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR O PTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL IF SU CH BONDS ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET V ALUE, FOR RESIDUAL AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS TO OTHER BOND HOLDERS THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EU R 300,000,000 THROUGH THE ISSUE OF NEW SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED 10. AMEND THE ARTICLES OF ASSOCIATION BY DELETING Management SECTION 14(2) * PLEASE BE ADVISED THAT DAIMLERCHRYSLER AG SHARES Non-Voting ARE ISSUED IN REGISTERED FO RM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU. * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting * Non-Voting * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- DSM NV (FORMERLY NAAMLOZE VENNOOTSCHAP DSM) AGM Meeting Date: 04/06/2005 Issuer: N65297199 ISIN: NL0000009769 BLOCKING SEDOL: 5773987, 5776834, 5778539, B01DGC1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2.a ANNUAL REPORT FOR 2004 BY THE MANAGING BOARD Non-Voting 2.b IMPLEMENTATION OF DUTCH CORPORATE GOVERNANCE CODE Non-Voting 3.a ADOPTION OF THE FINANCIAL STATEMENTS FOR 2004 Management 3.b APPROVAL OF DIVIDEND PAYMENT FOR 2004 Management 3.c RELEASE FROM LIABILITY OF THE MEMBERS OF THE Management MANAGING BOARD 3.d RELEASE FROM LIABILITY OF THE MEMBERS OF THE Management SUPERVISORY BOARD 4. RESERVE POLICY AND DIVIDEND POLICY Non-Voting 5.a ADOPTION OF POLICY ON REMUNERATION OF MEMBERS Management OF THE MANAGING BOARD (INCLUDING APPROVAL OF THE OPTION SCHEME) 5.b ADJUSTMENT OF REMUNERATION OF MEMBERS OF THE Management SUPERVISORY BOARD 6.A REAPPOINTMENT / APPOINTMENT OF MR. O. MULLER Management AS A MEMBER OF THE SUPERVISORY BO ARD 6.B REAPPOINTMENT / APPOINTMENT OF MR. C. SONDER Management AS A MEMBER OF THE SUPERVISORY BO ARD 6.C REAPPOINTMENT / APPOINTMENT OF MR. P. HOCHULI Management AS A MEMBER OF THE SUPERVISORY B OARD 7. APPOINTMENT MR. C.. GOEPPELSROEDER AS A MEMBER Management OF THE MANAGING BOARD 8.A EXTENSION OF THE PERIOD DURING WHICH THE MANAGING Management BOARD IS AUTHORIZED TO ISSUE SHARES 8.B EXTENSION OF THE PERIOD DURING WHICH THE MANAGING Management BOARD IS AUTHORIZED TO LIMIT OR EXCLUDE THE PREFERENTIAL RIGHT WHEN ISSUING ORDINARY SHARES 9. AUTHORIZATION OF THE MANAGING BOARD TO HAVE THE Management COMPANY REPURCHASE SHARES 10. ANY OTHER BUSINESS Non-Voting 11. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- PARKWAY HOLDINGS LTD AGM Meeting Date: 04/06/2005 Issuer: V71793109 ISIN: SG1R90002267 SEDOL: 5909038, 6811143 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE, AND IF APPROVED, ADOPT THE DIRECTORS Management For REPORT AND AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 4.5 CENTS 18% PER Management For ORDINARY SHARE OF SGD 0.25 EAC H LESS TAX IN RESPECT OF THE YE 31 DEC 2004 3.a RE-ELECT MR. ANIL THADANI WHO RETIRES PURSUANT Management Against TO ARTICLE 97 OF THE ARTICLES O F ASSOCIATION OF THE COMPANY, AS A DIRECTOR OF THE COMPANY 3.b RE-ELECT DR. LIM CHEOK PENG WHO RETIRES PURSUANT Management For TO ARTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS A DIRECTOR OF THE COMPANY 3.c RE-ELECT MR. CHANG SEE HIANG WHO RETIRES PURSUANT Management For TO ARTICLE 97 OF THE ARTICLE S OF ASSOCIATION OF THE COMPANY, AS A DIRECTOR OF THE COMPANY 4. RE-APPOINT DR. PRATHAP C. REDDY, WHO RETIRES Management For PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT., CHAPTER 50, AS A DIRECTOR OF THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM 5. APPROVE THE DIRECTORS FEES OF SGD 630,000 FOR Management For 2004 6. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For THE DIRECTORS TO FIX THE IR REMUNERATION 7.a AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For TO SECTION 161 OF THE COMPANIE S ACT, CHAPTER 50, THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THE APPROVAL OF THE RELEVANT STOCK EXCHANGE AND/OR OTHER GOVERNMENTAL OR REGULATORY BODIES WHERE SUCH APPROVAL IS NECESSARY, AND PRESCRIBED BY THE SINGAPORE EXCHANGE SE CURITIES TRADING LIMITED THE SGX-ST , TO ALLOT AND ISSUE SHARES AND CONVERTIB LE SECURITIES IN THE COMPANY, THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEED ING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME OF THE PASSING OF THIS RESOLUTION, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE OF I SSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED SHARE CA PITAL AT THE DATE OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR THE EXERCISE OF SHAR E OPTIONS OUTSTANDING OR SUBSISTING AT THE TIME OF PASSING OF THIS RESOLUTION, PROVIDED THE OPTIONS WERE GRANTED IN COMPLIANCE WITH PART VIII OF CHAPTER 8 O F THE SGX-ST LISTING MANUAL AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF T HE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW C) AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS 76C AND 76E OF THE COMPANIES ACT , CHAPTER 50 THE ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED AND FULLY PAID ORDINARY SHARES OF SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY THE SHARES , THROUGH MARKET PURCHASES ON THE SGX-ST, AND/OR OFF-MARKET PURCHASES IN ACCORDA NCE WITH ANY EQUAL ACCESS SCHEMES, NOT EXCEEDING IN AGGREGATE 10.0% OF THE ISS UED ORDINARY SHARE CAPITAL OF THE COMPANY, AT A PRICE OF UP TO 105.0% ABOVE TH E AVERAGE CLOSING PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIOUS 5 MARKET DAYS IN THE CASE OF ON-MARKET PURCHASES AND 120.0% ABOVE THE AVERAGE CLOSING P RICES OF THE SHARES ON THE SGX-ST ON EACH OF THE 5 CONSECUTIVE MARKET DAYS IN THE CASE OF BOTH OFF-MARKET AND ON-MARKET PURCHASES, AND AUTHORIZE THE DIRECTO RS AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING E XECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER NEC ESSARY, EXPEDIENT, INCIDENTAL OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFEC T TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION; AUTH ORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NE XT AGM OF THE COMPANY AS REQUIRED BY THE LAW 7.B AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE AND Management Against ALLOT FROM TIME TO TIME SUCH NUM BER OF SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTI ONS GRANTED UNDER THE PARKWAY SHARE OPTION SCHEME 2001 PARKWAY SCHEME 2001 , THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING 15% OF THE ISSUED SHARE CA PITAL OF THE COMPANY FROM TIME TO TIME; 7.C AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For 76C AND 76E OF THE COMPANIES ACT , CHAPTER 50 THE ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED AND FULLY PAID ORDINARY SHARES OF SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY THE SHARES , THROUGH MARKET PURCHASES ON THE SGX-ST, AND/OR OFF-MARKET PURCHASES IN ACCORDA NCE WITH ANY EQUAL ACCESS SCHEMES, NOT EXCEEDING IN AGGREGATE 10.0% OF THE ISS UED ORDINARY SHARE CAPITAL OF THE COMPANY, AT A PRICE OF UP TO 105.0% OF THE A VERAGE CLOSING PRICES OF THE SHARES ON THE SGX-ST ON THE PREVIOUS 5 MARKET DAY S IN THE CASE OF ON-MARKET PURCHASES AND 120.0% OF THE AVERAGE CLOSING PRICES OF THE SHARES ON THE SGX-ST ON EACH OF THE 5 CONSECUTIVE MARKET DAYS IN THE CA SE OF BOTH OFF-MARKET AND ON-MARKET PURCHASES, AND AUTHORIZE THE DIRECTORS AND /OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTI NG SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER NECESSARY , EXPEDIENT, INCIDENTAL OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO T HE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY THE LAW 8. TRANSACT OTHER BUSINESS Other Against * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal OF RECORD DATE. IF YOU HAV E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU - ----------------------------------------------------------------------------------------------------------------------------- SONAE SGPS SA, MAIA AGM Meeting Date: 04/06/2005 Issuer: X82198106 ISIN: PTSON0AE0001 BLOCKING SEDOL: 4000482, 4822686, 5741542, 5973992 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS FOR Management 2004 2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management ACCOUNTS FOR 2004 3. APPROVE THE APPROPRIATION OF THE 2004 NET PROFIT Management 4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management S MANAGEMENT AND THE AUDITING 5. APPROVE THE ELECTION OF ANY VACANT POSITIONS Management ON THE GOVERNING BODIES AND THE R EMUNERATION COMMITTEE 6. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES, Management UNDER THE TERMS OF ARTICLE S 319 AND 320 OF THE COMPANY LAW 7. APPROVE THE ACQUISITION AND THE SALE OF OWN BONDS, Management UNDER THE TERMS OF ARTICLES 354 OF THE COMPANY LAW 8. APPROVE THE ACQUISITION AND THE SALE OF OWN SHARES Management BY AFFILIATES COMPANIES, UN DER THE TERMS OF ARTICLE 325-B OF THE COMPANY LAW 9. GRANT AUTHORITY TO GRANT OWN SHARES TO THE EMPLOYEES Management OF THE COMPANY OR AFFILIA TED COMPANIES * PLEASE NOTE THAT THE SHAREHOLDERS HAVE ONE VOTE Non-Voting PER 1000 SHARES.THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- BANK OF PIRAEUS OGM Meeting Date: 04/07/2005 Issuer: X06397107 ISIN: GRS014013007 BLOCKING SEDOL: 4122676, 5602917, B074TY1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE ANNUAL FINANCIAL STATEMENTS Management FOR FY 2004 01 JAN 2004 - 31 DEC 2004 ALONG WITH THE RELEVANT REPORTS BY THE BOARD OF DIRECTORS AND TH E CHARTERED AUDITORS CERTIFICATES 2. GRANT DISCHARGE TO THE BOARD OF DIRECTOR MEMBERS Management AND THE CHARTERED AUDITORS FR OM ANY RESPONSIBILITY FOR COMPENSATION FOR THE PROCEEDINGS OF FY 2004 01 JAN 2004 - 31 DEC 2004 3. APPROVE THE PAID REMUNERATION AND COMPENSATION Management TO THE BOARD OF DIRECTOR MEMBER S AND THE MANAGEMENT EXECUTIVES 4. APPROVE THE PAID REMUNERATION TO THE BOARD OF Management DIRECTOR MEMBERS 5. ELECT THE CHARTERED AUDITORS REGULAR AND ALTERNATIVE Management FOR FY 2005 01 JAN 200 5 - 31 DEC 2005 6. RATIFY THE ELECTION OF BOARD OF DIRECTOR MEMBERS Management IN REPLACEMENT OF RESIGNED ON ES 7. ELECT A NEW BOARD OF DIRECTOR AND DETERMINE THE Management 2 INDEPENDENT NON-EXECUTIVE ME MBERS OF THE BOARD OF DIRECTOR ACCORDING TO THE PROVISIONS OF L.3016/2002 AS I N USE 8. APPROVE THE CODIFICATION OF THE IN USE COMPANY Management S STATUTE 9. APPROVE THE STOCK OPTION PLAN THROUGH EXERCISE Management OF PREFERENCE RIGHT WITH OFFER PRICE EUR 15.44 PER SHARE, ACCORDING TO THE ARTICLE 13 PARAGRAPH 9 OF THE C.L. 2190/1920 10. APPROVE TO BUY BACK OWN SHARES FROM THE BANK, Management ACCORDING TO THE ARTICLE 16 PARA GRAPH 5 TO 14 OF C.L. 2190/1920 11. GRANT PERMISSION TO THE BOARD OF DIRECTOR MEMBERS Management AND THE BANK S MANAGERS, TO PARTICIPATE IN THE ADMINISTRATION OF THE AFFILIATED ACCORDING TO THE ARTICLE 42E, PARAGRAPH 5 OF THE C.L. 2190/1920 COMPANIES 12. VARIOUS ISSUES AND ANNOUNCEMENTS Other - ----------------------------------------------------------------------------------------------------------------------------- CLARIANT AG, MUTTENZ AGM Meeting Date: 04/07/2005 Issuer: H14843165 ISIN: CH0012142631 BLOCKING SEDOL: 7113990, 7167759 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- CLARIANT AG, MUTTENZ OGM Meeting Date: 04/07/2005 Issuer: H14843165 ISIN: CH0012142631 BLOCKING SEDOL: 7113990, 7167759 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 220653, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 AND Management THE REPORT OF THE AUDITORS AND THE GROUP AUDITORS 2. APPROVE THE BALANCE SHEET PROFIT Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management TO THE MANAGEMENT 4. APPROVE TO REDUCE THE SHARE CAPITAL AND THE REPAYMENT Management OF THE NOMINAL VALUES OF SHARES 5. APPROVE TO CANCEL THE ARTICLE 5A OF THE ASSOCIATION Management 6. ELECT THE BOARD OF DIRECTORS Management 7. RE-ELECT THE AUDITORS AND THE GROUP AUDITORS Management FOR THE YEAR 2005 - ----------------------------------------------------------------------------------------------------------------------------- CLARIANT AG, MUTTENZ AGM Meeting Date: 04/07/2005 Issuer: H14843165 ISIN: CH0012142631 SEDOL: 7113990, 7167759 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 220653, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 221407 DUE TO RECEIPT OF A DDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISR EGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT SALE OF SHARES. IN THE EVENT Non-Voting THAT THE NUMBER OF SHARES ON THE ADMISSION TICKET HAVE BEEN REDUCED BY THE SALE OF SHARES, THE SHAREHOLDER IS NO LONGER ENTITLED TO VOTE FOR THESE SHARES. THE ADMISSION CARD AND THE VOTING MATERIAL WILL HAVE TO BE CORRECTED BEFORE THE GINNING OF THE GENERAL MEETING. THANK YOU PLEASE CONTACT THE OFFICE OF THE SHARE REGISTER AT THE GEN ERAL MEETING. 1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004 AND Management THE REPORT OF THE AUDITORS AND THE GROUP AUDITORS 2. APPROVE THE BALANCE SHEET PROFIT Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management TO THE MANAGEMENT 4. APPROVE TO REDUCE THE SHARE CAPITAL AND THE REPAYMENT Management OF THE NOMINAL VALUES OF SHARES 5. APPROVE TO CANCEL THE ARTICLE 5A OF THE ASSOCIATION Management 6.1 RE-ELECT MR. ROBERT RAEBER AS A BOARD OF DIRECTOR Management 6.2 RE-ELECT PROF. DIETER SEEBACH AS A BOARD OF DIRECTOR Management 6.3 ELECT DR. KILAUS JENNY, GLARUS, INDUSTRIALIST, Management A MEMBER OF THE BOARD OF DIRECT OR 7. RE-ELECT PRICEWATERHOUSECOOPERS LTD AS THE COMPANY Management AUDITORS AND THE GROUP AUDI TORS FOR 2005 - ----------------------------------------------------------------------------------------------------------------------------- KLEPIERRE (EX-COMPAGNIE FONCIERE KLEPIERRE) MIX Meeting Date: 04/07/2005 Issuer: F5396X102 ISIN: FR0000121964 BLOCKING SEDOL: 4336864, 5565827, 7582556 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 D AYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIG N AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOU R CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS : ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECO ME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGIST ERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD T O THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. THANK YOU. TRADES/VOTE INSTRU CTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS S UBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSI TION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT PO SITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE G LOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL EN SURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PER TAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 ACKNOWLEDGE THE REPORT OF THE EXECUTIVE COMMITTEE, Management THE SUPERVISORY BOARD AND T HE ONE OF THE STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BAL ANCE SHEET FOR THE FY CLOSED ON 31 DEC 2004, THE ACCOUNTS SHOW PROFITS OF EUR 77,792,605.04 O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY, THE CONSOLIDATE D ACCOUNTS SHOW PROFITS OF EUR 122,582,000.00 O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON AGREEMENTS, GOVERNED BY THE ARTICLE L. 225-86 OF THE FRENCH COMMERCIAL LAW; APPROVE THE SAID REPORT AND T HE AGREEMENTS REFERRED TO THEREIN O.4 AUTHORIZE THE TRANSFER OF EUR 84,941,157.08 FROM Management THE SPECIAL RESERVE ON LONG-T ERM CAPITAL GAINS ACCOUNT TO AN ORDINARY RESERVE ACCOUNT, THE WITHHOLDING UPON THIS SUM OF THE EXCEPTIONAL TAX (FORESEEN IN THE ARTICLE 39 OF THE FRENCH FIN ANCIAL LAW) AMOUNTING TO EUR 2,111,029.00), THE SAID SUM HAVING BROUGHT TO THE DEBIT OF THE ACCOUNT BALANCE CARRIED FORWARD ON 31 DEC 2004 O.5 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 7 7,792,605.04; LEGAL RESERVE: EUR 561,786.40; DISPOSABLE BALANCE FOR DISTRIBUTI ON OF EUR 77,230,818.64 TO WHICH IS ADDED THE PRIOR RETAINED EARNINGS OF EUR 2 22,268,423.70, FORMING A DISTRIBUTABLE PROFITS: EUR 299,499,242.34; GLOBAL DIV IDEND: EUR 106,177,726.70; THE BALANCE OF EUR 193,321,515.64 TO THE CARRY FOR WARD ACCOUNT; NET DIVIDEND OF EUR 2.30 PER SHARE, PAID ON 15 APR 2005 AS REQUI RED BY LAW O.6 APPOINT MR. M. ALAIN PAPIASSE AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS O.7 APPOINT MR. M. FRANCOIS DEMON AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management JEROME BEDIER AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 100.00; MAXIMUM NUMBER OF SHARES TO BE TRADED: 4,616,422 SHARES FOR A MAXIMUM AMOUNT OF EUR 461,642,200.00; AUTHORITY IS VALID FOR A PERIOD OF 18 MONTHS ; THE PRE SENT DELEGATION CANCELS AND REPLACES FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION 18 AND GIVEN BY THE GENERAL MEETING OF 08 APR 2004; AUTHO RIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.10 APPROVE TO GRANT ALL POWERS TO THE EXECUTIVE Management COMMITTEE TO REDUCE THE SHARE CAP ITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK R EPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 M OIS MONTHS DOES NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 24 MONTHS O.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF: EUR 60,000 ,000.00 CAPITAL INCREASES , EUR 1,200,000,000.00 DEBT SECURITIES , BY WAY OF ISSUING SHARES PREFERENTIAL SHARES BEING EXCLUDED OR SECURITIES GIVING ACCE SS TO THE SHARE CAPITAL, THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION B EING MAINTAINED; AUTHORITY IS VALID FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE C OMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITI ES O.12 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF: EUR 60,000 ,000.00 CAPITAL INCREASES , EUR 1,200,000,000.00 DEBT SECURITIES , THE PREFE RENTIAL RIGHT OF SUBSCRIPTION BEING EXCLUDED, BY WAY OF ISSUING SHARES OR SECU RITIES GIVING ACCESS TO THE SHARE CAPITAL; AUTHORITY IS VALID FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES O.13 AUTHORIZE THE EXECUTIVE COMMITTEE TO SET UNDER Management PREVIOUS AUTHORIZATION GIVEN BY THE SUPERVISORY BOARD, THE PRICE OF THE ISSUE OF THE SHARES AND OR THE SECURI TIES GIVING ACCESS TO THE SHARE CAPITAL, WITHIN THE LIMIT BY YEAR OF 10% OF TH E SHARE CAPITAL, IN THE FRAME OF A SHARE CAPITAL INCREASE BY ISSUING SHARES WI THOUT PREFERENTIAL RIGHT OF SUBSCRIPTION O.14 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE NUMBER OF SECURITIES TO BE I SSUED IN CASE OF CAPITAL INCREASES WITH OR WITHOUT PREFERENTIAL RIGHT OF SUBS CRIPTION SUCH AS MENTIONED IN RESOLUTIONS 11 AND 12 ; AUTHORITY IS VALID FOR 25 MONTHS O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL BY A MAXIMUM N OMINAL AMOUNT OF 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING SHARES GIVING ACC ESS TO THE SHARE CAPITAL, WITHOUT PREFERENTIAL RIGHT OF SUBSCRIPTION, IN PAYME NT OF CONTRIBUTION IN KIND GRANTED TO THE COMPANY; AUTHORITY IS VALID FOR A P ERIOD OF 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 60,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL, SHARE OR ISSUE PREMIUMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; AUTHOR ITY IS VALID FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.17 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, BYWAY OF ISSUING SHARES IN FAVOUR OF T HE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN. FOR AN AMOUN T WHICH SHALL NOT EXCEED EUR 3,000,000.00; AUTHORITY IS VALID FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES O.18 AUTHORIZE THE EXECUTIVE TO PROCEED IN ONE OR Management SEVERAL TIMES TO THE ALLOTMENT WH ETHER OF FREE EXISTING SHARES OR FREE SHARES TO BE ISSUED IN FAVOUR OF MEMBERS OF ITS EMPLOYEES, THE COMPANY REPRESENTATIVES, FOR AN AMOUNT WHICH WILL NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR 26 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NEC ESSARY FORMALITIES O.19 APPROVE, PURSUANT TO THE ADOPTION OF THE RESOLUTIONS Management 11, 12, 13, 15, 16, 17 AN D 18, THAT THE MAXIMAL NOMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED OUT UN DER THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR 70,000,000.00; APPROVE, PURSUANT TO THE ADOPTION OF THE RESOLUTIONS 11, 12, AND 13, THAT THE NOMINAL V ALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,200,000.00 O.20 APPROVE TO GRANT ALL POWERS TO THE BEARER OF Management A COPY OR AN EXTRACT OF THE MINUT ES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTR ATIONS PRESCRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- TPG NV, S GRAVENHAGE AGM Meeting Date: 04/07/2005 Issuer: N31143105 ISIN: NL0000009058 BLOCKING SEDOL: 0306258, 5481558, 5491201 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING AND ANNOUNCEMENTS Management 2. RECEIVE THE PRESENTATION Management 3. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2004 4. APPROVE THE CORPORATE GOVERNANCE Management 5.a APPROVE THE ANNUAL ACCOUNT FOR THE FY 2004 Management 5.b APPROVE THE DIVIDEND PAYMENT Management 5.c GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 5.d GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 6. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management OF THE BOARD OF MANAGEMENT 7. APPROVE THE ESTABLISHMENT OF THE REMUNERATION Management OF THE SUPERVISORY BOARD 8. RE-APPOINT MR. H.M. KOORSTRA AS A MANAGER Management 9.a APPOINT THE VACANCIES OF THE SUPERVISORY BOARD Management 9.b APPROVE TO MAKE RECOMMENDATION FOR APPOINTMENT Management OF A MEMBER OF SUPERVISORY BOAR D 9.c APPOINT THE NOTICE OF THE SUPERVISORY BOARD WITH Management REGARD TO THE RECOMMENDATIONS 9.d.1 APPOINT MR. HOMMEN AS A SUPERVISORY BOARD MEMBER Management 9.d.2 APPOINT MR. LEVY AS A SUPERVISORY BOARD MEMBER Management 9.d.3 APPOINT MRS. MONNAS AS A SUPERVISORY BOARD MEMBER Management 9.e APPOINT THE VACANCIES OF THE SUPERVISORY BOARD Management AS PER CLOSE OF THE AGM 2006 10.a APPROVE TO EXTEND THE AUTHORITY OF THE MANAGEMENT Management BOARD TO ISSUE SHARES 10.b APPROVE TO EXTEND THE AUTHORITY OF THE MANAGEMENT Management BOARD TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS 11. AUTHORIZE THE MANAGEMENT BOARD TO HAVE THE COMPANY Management ACQUIRE ITS OWN SHARES 12. APPROVE THE REDUCTION OF THE ISSUED CAPITAL BY Management CANCELLING SHARES 13. AMEND THE ARTICLES OF ASSOCIATION Management 14. ANY OTHER BUSINESS Other 15. CLOSING Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 31 MAR 2005. SHARES CAN BE TRADED THEREAFTER.THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- BANK OF EAST ASIA LTD AGM Meeting Date: 04/08/2005 Issuer: Y06942109 ISIN: HK0023000190 SEDOL: 5603619, 6075648 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE AND ADOPT THE AUDITED ACCOUNTS AND THE Management REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management 3. ELECT THE DIRECTORS Management 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management TO FIX THEIR REMUNERATION S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management A) BY ADDING THE SPECIFIED N EW DEFINITION IMMEDIATELY AFTER THE DELETION OF THE THESE ARTICLES IN ARTICL E 2; B) BY ADDING THE SPECIFIED NEW DEFINITION IMMEDIATELY AFTER THE DEFINITIO N OF BOARD IN ARTICLE 2; C) BY DELETING THE DEFINITION OF RECOGNIZED CLEARI NG HOUSE IN ARTICLE 2 IN ITS ENTIRETY AND SUBSTITUTE WITH NEW DEFINITION AS S PECIFIED; D) BY ADDING THE SPECIFIED NEW ARTICLE 66A IMMEDIATELY AFTER ARTICLE 66; E) BY DELETING ARTICLE 77 IN ITS ENTIRETY EXCEPT THE MARGIN NOTE THEREOF AND SUBSTITUTE WITH NEW ARTICLE AS SPECIFIED; F) BY DELETING THE SUB-CLAUSE (H) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE THEREWITH THE NEW SUB PARAGRA PH AS SPECIFIED; G) BY DELETING THE WORDS AS DEFINED IN THE LISTING RULES WH EREVER THEY APPEAR IN SUB-CLAUSES (I) AND (J) OF ARTICLE 89; H) BY DELETING TH E SUB-CLAUSE (K) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE THEREFORE WITH N EW SUB-PARAGRAPH AS SPECIFIED 6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management OF ADDITIONAL SHARES OF TH E BANK AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS OR WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE BANK IN ISSUE AS AT THE DATE OF THIS RESOLUTION AS INCREASED BY THE SCRIP DIVIDEND ISSUE APPROVED PURSUANT TO ITEM 2 ABOVE OTHER WISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY SHARE OPT ION SCHEME OR SIMILAR ARRANGEMENT ADOPTED FOR THE GRANT OR ISSUE TO THE EMPLOY EES OF THE BANK AND ITS SUBSIDIARIES OF SHARES OR RIGHTS TO ACQUIRE SHARES OF THE BANK; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE BANK; AUTHORITY EXPIRES THE EARLIER OF TH E CONCLUSION OF THE NEXT AGM OF THE BANK OR THE EXPIRATION OF THE PERIOD WITHI N WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS TO REPURCHASE ORDINARY Management SHARES OF HKD 2.50 EACH IN THE CAPITAL OF THE BANK DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HA VE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSI ON UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH ALL APPLICA BLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF TH E CONCLUSION OF THE AGM OF THE BANK OR THE EXPIRATION OF THE PERIOD WITHIN WHI CH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management 6 AND 7, TO EXTEND THE GE NERAL MANDATE GRANTED TO THE DIRECTORS TO ALLOT THE SHARES PURSUANT TO RESOLUT ION 6, BY THE ADDITION TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL RE PURCHASED PURSUANT TO RESOLUTION 7 - ----------------------------------------------------------------------------------------------------------------------------- BANK OF EAST ASIA LTD AGM Meeting Date: 04/08/2005 Issuer: Y06942109 ISIN: HK0023000190 SEDOL: 5603619, 6075648 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE AND ADOPT THE AUDITED ACCOUNTS AND THE Management For REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.a ELECT MR. TAN MAN-KOU AS A DIRECTOR Management For 3.b ELECT DR. LI FOOK-WO AS A DIRECTOR Management For 3.c ELECT MR. JOSEPH PANG YUK-WING AS A DIRECTOR Management For 3.d ELECT MR. THOMAS KWOK PING-KWONG AS A DIRECTOR Management For 3.e ELECT MR. RICHARD LI TZAR-KAI AS A DIRECTOR Management For 4. RE-APPOINT KPMG AS THE AUDITORS OF THE BANK AND Management For AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY: Management For A) BY ADDING THE SPECIFIED N EW DEFINITION IMMEDIATELY AFTER THE DELETION OF THE THESE ARTICLES IN ARTICL E 2; B) BY ADDING THE SPECIFIED NEW DEFINITION IMMEDIATELY AFTER THE DEFINITIO N OF BOARD IN ARTICLE 2; C) BY DELETING THE DEFINITION OF RECOGNIZED CLEARI NG HOUSE IN ARTICLE 2 IN ITS ENTIRETY AND SUBSTITUTE WITH NEW DEFINITION AS S PECIFIED; D) BY ADDING THE SPECIFIED NEW ARTICLE 66A IMMEDIATELY AFTER ARTICLE 66; E) BY DELETING ARTICLE 77 IN ITS ENTIRETY EXCEPT THE MARGIN NOTE THEREOF AND SUBSTITUTE WITH NEW ARTICLE AS SPECIFIED; F) BY DELETING THE SUB-CLAUSE (H) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE THEREWITH THE NEW SUB PARAGRA PH AS SPECIFIED; G) BY DELETING THE WORDS AS DEFINED IN THE LISTING RULES WH EREVER THEY APPEAR IN SUB-CLAUSES (I) AND (J) OF ARTICLE 89; H) BY DELETING TH E SUB-CLAUSE (K) OF ARTICLE 89 IN ITS ENTIRETY AND SUBSTITUTE THEREFORE WITH N EW SUB-PARAGRAPH AS SPECIFIED 6. AUTHORIZE THE DIRECTORS, TO ALLOT, ISSUE AND Management Against DISPOSE OF ADDITIONAL SHARES OF T HE BANK AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS OR WARRANTS DURING AN D AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE BANK IN ISSUE AS AT THE DATE OF THIS RESOLUTION A S INCREASED BY THE SCRIP DIVIDEND ISSUE APPROVED PURSUANT TO ITEM 2 ABOVE OTHE RWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY SHARE OP TION SCHEME OR SIMILAR ARRANGEMENT ADOPTED FOR THE GRANT OR ISSUE TO THE EMPLO YEES OF THE BANK AND ITS SUBSIDIARIES OF SHARES OR RIGHTS TO ACQUIRE SHARES OF THE BANK; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT IN ACCORDANCE WIT H THE ARTICLES OF ASSOCIATION OF THE BANK; AUTHORITY EXPIRES THE EARLIER OF T HE CONCLUSION OF THE NEXT AGM OF THE BANK OR THE EXPIRATION OF THE PERIOD WITH IN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS, TO REPURCHASE ORDINARY Management For SHARES OF HKD 2.50 EACH IN THE CAPITAL OF THE BANK DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY H AVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISS ION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT T O AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH ALL APPLIC ABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT O F THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF T HE CONCLUSION OF THE AGM OF THE BANK OR THE EXPIRATION OF THE PERIOD WITHIN WH ICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 6 AND 7, TO EXTEND THE GE NERAL MANDATE GRANTED TO THE DIRECTORS TO ALLOT THE SHARES PURSUANT TO RESOLUT ION 6, BY THE ADDITION TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL RE PURCHASED PURSUANT TO RESOLUTION 7 * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 221661 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- COFINIMMO SA, BRUXELLES EGM Meeting Date: 04/08/2005 Issuer: B25654136 ISIN: BE0003593044 BLOCKING SEDOL: 4177988 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE 1. APPROVE THE REPORTS ON THE MERGER BY THE ABSORPTION Management OF THE IMMOBILIERE DE LOCA TION DU QUARTIER LEOPOLD 2. APPROVE THE REPORTS ON THE MERGER BY THE ABSORPTION Management OF THE IMMOBILIERE DE LOCA TION DU QUARTIER LEOPOLD BY DISTRIBUTING TO THE SHAREHOLDERS 27,8544 COFINIMMO ORDINARY SHARES FOR 1 SHARE OF THE ABSORBED COMPANY 3. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management OF 139 SHARES 7412 EUR 4. APPROVE TO MODIFY IN CONSEQUENCE OF THE ARTICLES Management OF ASSOCIATION AND SET OF THE SHARE CAPITAL TO 603,456,016, 44 EUR AND TO 11,316,722 SHARES OUT OF WHICH 9, 816,956 ARE ORDINARY SHARES AND 1,499,766 ARE PRIVILEGED SHARES 5. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL MEETING OF THE SA IMMOBILIERE DE LOCATION DU QUARTIER LEOPOL OD 6. APPROVE THE PRELIMINARY REPORTS OF THE MERGER Management BY ABSORPTION OF THE SPRL BETA I NVEST 7. APPROVE THE MERGER BY ABSORPTION WITH THE SPRL Management BETA INVEST BY DISTRIBUTING 2,3 8951 ORDINARY COFINIMMO SHARES FOR 1 PARTICIPATING ABSORBED SHARE 8. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management OF 1711 SHARES 91,247,63 EUR 9. APPROVE TO MODIFY THE CONSEQUENCE OF THE ARTICLE Management OF ASSOCIATION AND SET OF THE SHARE CAPITAL TO 603,547,264,07 EUR AND TO 11,318,433 SHARES OUT OF WHICH 9,8 18,667 ARE ORDINARY SHARES AND 1,499,766 PRIVILEGED SHARES 10. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL MEETING OF THE SPRL BETA INVEST 11. APPROVE THE PRELIMINARY REPORTS OF THE MERGER Management BY THE ABSORPTION OF THE SA NORT H GALAXY 12. APPROVE THE MERGER BY ABSORPTION DE LA SA NORTH Management GALAXY BY DISTRIBUTION TO THE SHAREHOLDERS 240,2128 COFINIMMO ORDINARY SHARES FOR 1 SHARE OF THE ABSORBED CO MPANY 13. APPROVE TO INCREASE THE CAPITAL IN CONSEQUENCE Management OF 3843 SHARES 204,947,19 EUR 14. APPROVE TO MODIFY THE CONSEQUENCE OF THE ARTICLE Management OF ASSOCIATION AND SET THE SH ARE CAPITAL 603,752,211,26 EUR AND TO 11,322,276 SHARES OUT OF WHICH 9,822,510 ARE ORDINARY SHARES AND 1,499,766 PRIVILEGED SHARES 15. APPROVE TO SUBMIT THESE ABOVE RESOLUTION TO THE Management SUSPENSORY CONDITION OF THE VO TE OF THE GENERAL MEETING OF THE SA NORTH GALAXY 16. APPROVE THE SPECIAL REPORT OF THE BOARD OF DIRECTORS Management 17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE CAPITAL UP TO 600,000,000 EUR 18. APPROVE TO RENEW FOR 3 YEARS THE AUTHORIZATION Management TO INCREASE THE CAPITAL GIVEN T O THE BOARD OF DIRECTORS ON THE 14 MAY 2002 19. APPROVE TO MODIFY THE ARTICLE 7.2 OF THE ASSOCIATION Management ABOUT THE AUTHORIZATION T O INCREASE THE CAPITAL 20. APPROVE TO RENEW FOR 3 YEARS THE AUTHORIZATION Management TO THE BOARD OF DIRECTORS TO BU Y, TAKE IN PLEDGE SELL AND OWN SHARES WITHOUT CONSULTING THE GENERAL MEETING A ND TO RENEW FOR 18 MONTHS THE AUTHORIZATION TO BUY, TAKE IN PLEDGE SELL AND OW N SHARES AT A PRICE OF 15 UNDER THE MARKET PRICE WITHOUT CONSULTING THE GENERA L MEETING 21. APPROVE TO MODIFY THE ARTICLES 7.3 ALINEA 2 AND Management 3 FOLLOWING THIS CHANGE 22. APPROVE TO GIVE ALL EXECUTING THE POWERS TO THE Management BOARD OF DIRECTORS - ----------------------------------------------------------------------------------------------------------------------------- QBE INSURANCE GROUP LTD AGM Meeting Date: 04/08/2005 Issuer: Q78063114 ISIN: AU000000QBE9 SEDOL: 6715740 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL REPORTS AND THE REPORTS Management For OF THE DIRECTORS AND OF THE AUDI TORS OF THE COMPANY FOR THE YE 31 DEC 2004 2. RE-ELECT MR. C.L.A. IRBY AS A DIRECTOR OF QBE Management For INSURANCE GROUP LIMITED, WHO RET IRES BY ROTATION IN ACCORDANCE WITH CLAUSE 76 OF THE COMPANY S CONSTITUTION 3. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For 10.14 AND FOR ALL OTHER PURPOSES, TO GRANT TO THE CHIEF EXECUTIVE OFFICER, MR. F.M. O HAILORAN OF CONDITIONAL R IGHTS OVER A MAXIMUM OF 46,000 UNISSUED ORDINARY SHARES IN THE COMPANY AND OPT IONS TO SUBSCRIBE FOR A MAXIMUM OF 122,000 UNISSUED ORDINARY SHARES OF THE COM PANY AND THE ALLOTMENT OF ORDINARY SHARES IN THE COMPANY ON SATISFACTION OF AN D SUBJECT TO THE CONDITIONS ATTACHED TO THE CONDITIONAL RIGHTS AND ON VALID EX ERCISE OF THE OPTIONS UNDER THE COMPANY S SENIOR EXECUTIVE EQUITY SCHEME - ----------------------------------------------------------------------------------------------------------------------------- ABERTIS INFRAESTRUCTURAS SA, BARCELONA OGM Meeting Date: 04/11/2005 Issuer: E0003D111 ISIN: ES0111845014 SEDOL: 4065663, 5440612 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE ANNUAL INDIVIDUAL AND Management For CONSOLIDATED ACCOUNTS AND THEIR RESPECTIVE MANAGEMENT REPORTS, THE APPLICATION OF PROFITS PROPOSAL AND THE MAN AGEMENT OF THE BOARD OF DIRECTORS, ALL OF THE FOREGOING WITH REFERENCE TO THE YEAR 2004 2. APPROVE TO INCREASE THE CAPITAL, TO BE DEBITED Management For AGAINST RESERVES, AND SUBSEQUEN T AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION; APPROVE THE APPLICATION FOR QUOTATION; AUTHORIZE THE BOARD OF DIRECTORS, WHO MAY DELEGATE IN TURN TO THE E XECUTIVE COMMITTEE OR TO THE CHIEF EXECUTIVE OFFICER, OF THE POWERS REQUIRED T O FIX THE TERMS OF THE INCREASE WHERE NOT SPECIFIED BY THE LAW 3. APPOINT OR CONFIRMATION OF THE DIRECTORS Management For 4. APPOINT THE FINANCIAL AUDITORS FOR THE COMPANY Management For AND ITS CONSOLIDATED GROUP 5. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE DERIVATIVE ACQUISITION OF OW N SHARES, AND TO TRANSFER THEM 6. AUTHORIZE THE BOARD OF DIRECTORS, THE EXECUTIVE Management For COMMITTEE AND THE CHIEF EXECUT IVE OFFICER THE POWERS TO DECIDE THE ISSUE OF BONDS, DEBENTURES OR SIMILAR SEC URITIES NOT CONVERTIBLE INTO SHARES, FOR THE AMOUNT AND ON THE DATES AGREED BY THE GENERAL MEETING, RENDERING VOID THE PREVIOUS DELEGATION WHERE IT WAS NOT EXECUTED 7. GRANT AUTHORITY FOR THE PUBLIC RECORDING AND Management For THE EXECUTION OF THE ABOVE RESOLU TIONS, DOING SUCH ACTS AS MAY BE NECESSARY BEFORE ITS INSCRIPTION IN THE REGIS TRAR OF COMPANIES * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 12 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- CARREFOUR SA MIX Meeting Date: 04/11/2005 Issuer: F13923119 ISIN: FR0000120172 BLOCKING SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT P ERMANENT DISCHARGE TO THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF ITS DUTIES DURING THE SAID FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRES ENTED TO THE MEETING O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management PAROMA BY CARREFOUR DATED 09 MA R 2005, UNDER WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE THE TOTAL O F ITS ASSETS OF EUR 2,914,653,426.38, WITH THE CORRESPONDING TAKING-OVER OF AL L ITS LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH OF EUR 2,908,226,101.0 5 AND APPROVE ALL THE TERMS OF THIS PROJECT TO INCREASE THE SHARE CAPITAL BY E UR 197,896,500.00, BY THE CREATION, WITH AN OVERALL SHARE PREMIUM OF EUR 2,710 ,329,601.05, OF 79,158,600 COMPANY S FULLY PAID-UP SHARES OF A PAR VALUE OF EU R 2.50 EACH, TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY, WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES AGAINST 3 PAROMA SHARES, B EARING AN ACCRUING DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL OF PRESE NT RESOLUTION, THE GENERAL MEETING RECORDS THAT THE AMALGAMATION-MERGER OF PAR OMA IS DEFINITELY COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD 79,159,435 CA RREFOUR SHARES; APPROVE TO CANCEL THESE SHARES, RESULTING IN A CAPITAL DECREAS E OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL OF CARREFOUR WILL BE DECREA SED FROM EUR 1,960,695,375.00 A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06 CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO THE SPECIAL RESE RVE ON LONG-TERM CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06 CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED, SHALL BE CHARGED TO THE MERGER PREMIUM, THUS AMOUNTING TO EUR 51,359,621.93; AND AU THORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL IS SET AT EUR 1,762,796,790.00 AND IS DI VIDED INTO 705,118,716 SHARES, EACH OF A PAR VALUE OF EUR 2.50 EACH O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVE TO APPROPRIA TE THE LOSSES AS FOLLOWS: FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,0 00.83 PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94 DISTRIBUTABLE PRO FITS: EUR 1,208,220,896.11; GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS REQUIRED BY LA W O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management AS DIRECTOR E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE THE CURRENT ARTICLES FROM 14 TO 19 RELAT ING TO THE MANAGEMENT OF THE COMPANY O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management ASSOCIATION O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 Y EARS O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management TO THE SUPERVISORY BOARD E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT AS THE STATUTO RY AUDITOR OF THE COMPANY AND ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE PRICE: EUR 75.00 MA XIMUM NUMBER OF SHARES TO BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZ E THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES. AUTHORITY EXPIRES AT THE END OF18 MONTHS IT CANCELS AND REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING OF 27 APR 2004 O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND EXECUTIVES , THE NUMBER OF SHARES SHALL NOT EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAK E ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management SHARE CAPITAL BY CANCELLING TH E SHARES FIELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEE D 10% OF THE CAPITAL AUTHORITY EXPIRES AT THE END OF 18 MONTHS IT CANCELS AN D REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING OF 27 APR 2004 E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management THE DELEGATION OF AUTHORITY PRE VIOUSLY GIVEN TO THE BOARD OF DIRECTORS IN ORDER TO GRANT, IN ONE OR MORE TRAN SACTIONS, OPTIONS GIVING THE RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION 15 OF THE EGM OF 27 APR 2004 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 20 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- GETRONICS NV OGM Meeting Date: 04/11/2005 Issuer: N3537K130 ISIN: NL0000355923 BLOCKING SEDOL: 5971413, 5971424 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. OPENING Non-Voting 2. APPROVE THE REPORT BY THE MANAGEMENT BOARD FOR Management THE YEAR 2004 3. ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management 4. GRANT DISCHARGE FROM LIABILITY TO MANAGEMENT BOARD Management 5. GRANT DISCHARGE FROM LIABILITY TO SUPERVISORY Management BOARD 6. APPROVE THE DUTCH CORPORATE GOVERNANCE CODE Management 7. AMEND THE ARTICLES OF ASSOCIATION Management 8. APPROVE THE DIVIDEND RECONSIDERATION AGREEMENT Management 9. APPROVE THE EXTENSION CLAIM ISSUE Management 10. AMEND THE RECONSIDERATION DIVIDEND PERCENTAGE, Management RESTRUCTURING CUM PREFERRED SHA RES 11. AMEND THE JUNCTION SHARES IN CAPITAL Management 12. APPROVE THE DIVIDEND PAYMENT Management 13.1 APPOINT MR. S. APPLETON TO THE MANAGEMENT BOARD Management 13.2 APPOINT MR. T.A.W.M. JANSSEN TO THE MANAGEMENT Management BOARD 13.3 APPOINT MR. A.J. KLOMPE TO THE MANAGEMENT BOARD Management 13.4 APPOINT MR. H. SCHAIKE TO THE MANAGEMENT BOARD Management 14.a APPOINT MR. R. WESTERHOF AS A MEMBER OF THE SUPERVISORY Management BOARD 14.b APPOINT MR. B.P.F. AL AS A MEMBER OF THE SUPERVISORY Management BOARD 14.c APPOINT MR. H. BOSMA AS A MEMBER OF THE SUPERVISORY Management BOARD 14.d APPOINT MR. D.J.H. GROEN AS A MEMBER OF THE SUPERVISORY Management BOARD 14.e APPOINT MR. C.G.C. SPAN AS A MEMBER OF THE SUPERVISORY Management BOARD 14.f APPOINT MR. P. VANDER WOUDE AS A MEMBER OF THE Management SUPERVISORY BOARD 15. AUTHORIZE THE MANAGEMENT BOARD TO: A) ISSUE SHARES Management TILL PROCEEDS CLAIM ISSUE; B) ISSUE/GRANT RIGHTS TO TAKE SHARES; C) ISSUE CONVERTIBLE CUM PREFERENCE SHAR ES; D) RIGHT TO CONVERT CUM PREFERENCE INTO SHARES; AND E) RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHT 16. AUTHORIZE THE MANAGEMENT BOARD TO PURCHASE THE Management COMPANY S OWN SHARES/CERTIFICAT ES 17. APPOINT THE EXTERNAL AUDITOR FOR 2005 Management 18. QUESTIONS Management 19. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005 Issuer: H50524133 ISIN: CH0013841017 BLOCKING SEDOL: 7333378 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS A SECOND REVISION DUE Non-Voting TO CHANGE IN RECORD DATE. IF YO U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. PLEASE ALSO NOTE THE NEW CUT- OFF DATE. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005 Issuer: H50524133 ISIN: CH0013841017 BLOCKING SEDOL: 7333378 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 212655, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU 1. APPROVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS Management FOR 2004, AUDITORS REPO RT 2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR 2004, THE AUDITORS REPORT AS GROUP AUDITORS 3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management 4. RATIFY THE ACTS OF THE MEMBERS OF THE BOARD OF Management DIRECTORS - ----------------------------------------------------------------------------------------------------------------------------- LONZA GROUP AG, BASEL AGM Meeting Date: 04/11/2005 Issuer: H50524133 ISIN: CH0013841017 BLOCKING SEDOL: 7333378 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 222895 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 212655, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU 1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management FOR 2004AND THE AUDITORS R EPORT 2. APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR 2004, THE AUDITORS REPORT A S THE GROUP AUDITORS 3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS; Management THE AVAILABLE EARNINGS BROUGH T FORWARD IS CHF 675,527,850; THE NET INCOME FOR THE YEAR IS CHF 201,257,424; THE AVAILABLE EARNINGS AT THE DISPOSAL OF THE AGM IS CHF 876,785,274; THE PAYM ENT OF A DIVIDEND OF CHF 1.30 PER SHARE ON THE SHARE CAPITAL ELIGIBLE FOR DIVI DEND OF CHF 47,379,425 IS CHF 61,593,253 AND AVAILABLE EARNINGS CARRY-FORWARD IS CHF 815,192,021 4. RATIFY THE ACTS OF MESSRS. PETER KALANTZIS, BERNARD Management MACH, SERGIO MARCHIONNE, R ICHARD SYKES, PETER WILDEN, WHO ARE THE MEMBERS OF THE BOARD OF DIRECTORS 5. APPROVE THE CREATION OF CONDITIONAL CAPITAL IN Management A MAXIMUM AMOUNT OF CHF 2,500,0 00 AND AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED 6.1 RE-ELECT MR. PETER KALANTZIS AS THE BOARD OF DIRECTORS Management 6.2 RE-ELECT MR. BERNARD MACH AS THE BOARD OF DIRECTORS Management 6.3 RE-ELECT MR. RICHARD SYKES AS THE BOARD OF DIRECTORS Management 6.4 RE-ELECT MR. PETER WILDEN AS THE BOARD OF DIRECTORS Management 6.5 ELECT MR. ROLF SOIRON AS THE BOARD OF DIRECTORS Management 7. RE-ELECT KPMG FIDES PEAT, ZURICH, AS THE STATUTORY Management AUDITORS ALSO TO ACT AS TH E GROUP AUDITORS , FOR THE FY 2005 - ----------------------------------------------------------------------------------------------------------------------------- HONG KONG EXCHANGES AND CLEARING LTD AGM Meeting Date: 04/12/2005 Issuer: Y3506N105 ISIN: HK0388009489 SEDOL: 4062493, 6267359 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS FOR Management For THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND Management For 3.I ELECT DR. BILL C.P. KWOK AS THE DIRECTOR Management For 3.II ELECT MR. VINCENT K.H. LEE AS A DIRECTOR Management For 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO REPURCHASE Management For SHARES OF THE COMPANY DU RING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OT HER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LIST ED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK EXCHA NGE FOR THIS PURPOSE UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PU RPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND/OR REQUIREME NTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OR OF ANY STOCK EXCHANGE AS AMENDED FROM TIME TO TIME, NOT EXCEEDING 10% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY OR THE EXPIRA TION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY L AW 6. APPROVE THAT A REMUNERATION OF HKD 240,000 BE Management For PAID TO EACH OF THE NON-EXECUTIV E DIRECTORS OF HKEX AT THE CONCLUSION OF THE NEXT AGM OF HKEX FOR THE PERIOD F ROM THE CONCLUSION OF THIS MEETING TO THE CONCLUSION OF THE NEXT AGM OF HKEX, PROVIDED THAT SUCH REMUNERATION BE PAID IN PROPORTION TO THE PERIOD OF SERVICE IN THE CASE IF A DIRECTOR WHO HAS NOT SERVED THE ENTIRE PERIOD 7. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTION Management For 8 AND THE APPROVAL OF THE SECURITIES AND FUTURES COMMISSION TO THE PROPOSED AMENDMENTS TO THE ARTICLES O F ASSOCIATION REFERRED TO THEREIN, THE TERMS OF OFFICE OF THE FOLLOWING DIRECT ORS BE FIXED AS FOLLOWS: A) THE TERMS OF OFFICE OF MESSRS DANNIS J.H. LEE AND MR. DAVID M. WEBB SHALL CONTINUE UNINTERRUPTED AND EXPIRE AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006; B) THE TERMS OF OFFICE OF MESSRS JOHN E. STRI CKLAND AND OSCAR S.H. WONG SHALL CONTINUE UNINTERRUPTED AND EXPIRE AT THE CONC LUSION OF THE AGM OF THE COMPANY TO IN 2007 S.8 AMEND, SUBJECT TO THE WRITTEN APPROVAL OF THE Management For SECURITIES AND FUTURES COMMISSIO N PURSUANT TO SECTION 67 OF THE SECURITIES AND FUTURES ORDINANCE BY: A) ADDING SOME WORDS IN ARTICLE 2 OF THE ARTICLES OF ASSOCIATION OF HKEX; B) DELETING A RTICLE 63 OF THE ARTICLES OF ASSOCIATION OF HKEX AND REPLACE IT WITH A NEW ART ICLE; C) DELETING THE ARTICLE 90 OF THE ARTICLES OF ASSOCIATION ENTIRELY AND R EPLACING WITH A NEW ONE; D) DELETING ARTICLE 92 OF THE ARTICLES OF ASSOCIATION ENTIRELY AND REPLACING IT WITH A NEW ARTICLE; E) DELETING ARTICLE 93 OF THE A RTICLES OF ASSOCIATION OF HKEX ENTIRELY AND REPLACING IT WITH A NEW ARTICLE; F ) DELETING ARTICLE 99(1) OF THE ARTICLES OF ASSOCIATION OF HKEX ENTIRELY AND R EPLACING IT WITH A NEW ARTICLE - ----------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE KPN NV AGM Meeting Date: 04/12/2005 Issuer: N4297B146 ISIN: NL0000009082 BLOCKING SEDOL: 5956078, 5983537 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE CUT-OFF DATE AND ONE DAY FOLLOWING THE REGISTRATION DATE. VO TE INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE ARE CONSIDERED LATE. LATE VOTE S ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED TO LATE VOTE S BEGINNING ON RECEIPT DATE OF VOTE INSTRUCTIONS THROUGH THE DAY FOLLOWING REG ISTRATION DATE. THANK YOU. 1. OPENING AND ANNOUNCEMENTS Non-Voting 2. REPORT BY THE BOARD OF MANAGEMENT FOR THE FINANCIAL Non-Voting YEAR 2004 3.A PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS FOR Management THE FINANCIAL YEAR 2004 3.B EXPLANATION OF THE DIVIDEND POLICY Non-Voting 3.C PROPOSAL TO ADOPT A DIVIDEND OVER THE FINANCIAL Management YEAR 2004 4.A PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD Management OF MANAGEMENT FROM LIABILITY 4.B PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Management BOARD FROM LIABILITY 5.A REPORT ON CORPORATE GOVERNANCE Non-Voting 5.B PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION Management 6. PROPOSAL TO APPOINT THE AUDITOR Management 7.A DISCUSSION ON PROFILE OF THE SUPERVISORY BOARD Non-Voting 7.B OPPORTUNITY TO MAKE RECOMMENDATIONS FOR THE APPOINTMENT Non-Voting OF TWO MEMBERS OF THE SUPERVISORY BOARD 7.C.1 APPOINTMENT OF MR. A.H.J. RISSEEUW AS A MEMBER Management OF THE SUPERVISORY BOARD 7.C.2 APPOINTMENT OF MS. M.E. VAN LIER LELS AS A MEMBER Management OF THE SUPERVISORY BOARD 7.D ANNOUNCEMENT CONCERNING VACANCIES ARISING AT Non-Voting THE ANNUAL GENERAL MEETING OF SHA REHOLDERS IN 2006 7.E PROPOSAL TO AMEND THE REMUNERATION OF MEMBERS Management OF THE SUPERVISORY BOARD 8.A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT Management TO RESOLVE FOR THE COMPANY TO AC QUIRE ITS OWN SHARES 8.B PROPOSAL TO EXTEND THE DESIGNATION OF THE BOARD Management OF MANAGEMENT AS COMPETENT BOD Y TO ISSUE SHARES 8.C PROPOSAL TO EXTEND THE DESIGNATION OF THE BOARD Management OF MANAGEMENT AS COMPETENT BOD Y TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS 8.D PROPOSAL TO REDUCE THE CAPITAL THROUGH CANCELLATION Management OF OWN SHARES 9. ANY OTHER BUSINESS AND CLOSURE OF THE MEETING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- TELEVISION FRANCAISE 1 SA TF1 MIX Meeting Date: 04/12/2005 Issuer: F91255103 ISIN: FR0000054900 BLOCKING SEDOL: 4881160, 5883864, 5997118, 5999017, 7166284 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. TH E FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERE D INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROC ESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CU STODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2 004, IN THE FORM PRESENTED TO THE MEETING; ACCORDINGLY, THE GENERAL MEETING GI VES PERMANENT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES D URING THE SAID FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS INCL UDING GROUP FINANCIAL. STATEMENT REPORT), THE CONSOLIDATED FINANCIAL STATEMENT S FOR THE FYE 31 DEC 2004 O.3 RECEIVE, AFTER HEARING THE SPECIAL REPORT OF Management THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE L. 2525-38 OF THE FRENCH COMMERCIAL CODE, AND THE SAID REPORT AN D THE AGREEMENTS REFERRED TO THEREIN O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management ON FINANCIAL STATEMENTS WHICH SHOW PROFITS DETAILED AS FOLLOWS: DISTRIBUTABLE PROFITS: EUR 185,308,945 .65; PROFITS FOR THE FY: EUR 155,794,174.71; PRIOR RETAINED EARNINGS: EUR 29,5 14,770.94; APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR 139,138,823.85; CARR Y FORWARD ACCOUNT: EUR 46,170,121.80; THE SHAREHOLDERS WILL RECEIVE A NET DIVI DEND OF EUR 0.65 PER SHARE OF EUR 0.20 OF NOMINAL VALUE, THIS DIVIDEND WILL BE PAID ON 02 MAY 2005 O.5 APPROVE AN AMOUNT OF EUR 25,000,894.42 CHARGED Management TO THE SPECIAL RESERVE ACCOUNT WILL BE TRANSFERRED TO THE ACCOUNT ENTITLED OTHER RESERVES, ON 31 DEC 2005, AT THE LATEST O.6 RECEIVE THE SPECIAL REPORT OF THE BOARD OF DIRECTORS Management ON STOCK OPTIONS GRANTING THE RIGHT TO PURCHASE AND SUBSCRIBE FOR SHARES FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING AND THE APPROVE THE SAID REPORT O.7 RECEIVE THE SPECIAL REPORTS OF THE CHAIRMAN OF Management THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE AUDITOR ON THE INTERNAL AUDIT PROCEDURES IN ACCOUNTING A ND FINANCIAL MATTERS O.8 RECEIVE THE BOARD OF DIRECTORS REPORT ON COMPANYS Management SHARES PURCHASE, SALE, AND CANCELLATION DURING FY 2004 AND APPROVE THE SAID REPORT O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICIA Management BARBIZET AS A DIRECTOR FOR A PERIOD OF 2 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARTIN Management BOUYGUES AS A DIRECTOR FOR A PERIOD OF 2 YEARS O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CLAUDE Management COHEN AS DIRECTOR FOR A PERI OD OF 2 YEARS O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management LE LAY AS A DIRECTOR FOR A PERIOD OF 2 YEARS O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management MONTAGNER AS A DIRECTOR FO R A PERIOD OF 2 YEARS O.14 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ETIENNE Management MOUGEOTTE AS A DIRECTOR FOR A PERIOD OF 2 YEARS O.15 APPROVE TO RENEW THE TERM OF OFFICE OF MR. OLIVIER Management POUPART LAFARGE AS A DIRECT OR FOR A PERIOD OF 2 YEARS O.16 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HAIM Management SABAN AS A DIRECTOR FOR A PERI OD OF 2 YEARS O.17 APPOINT MR. OLIVIER BOUYGUES AS A DIRECTOR FOR Management A PERIOD OF 2 YEARS O.18 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SALUSTRO Management REYDEL CABINET AS A STATUT ORY AUDITOR FOR A PERIOD OF 6 FISCAL YEARS O.19 APPOINT MR. MICHEL SAVIOZ AS DEPUTY AUDITOR FOR Management A PERIOD OF 6 FISCAL YEARS O.20 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANYS SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00 MIN IMUM SALE PRICE: EUR 15.00 MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 21,1 54,435.00, THIS AUTHORIZATION IS GIVEN UP TO THE GENERAL MEETING CALLED TO DEL IBERATE ON FINANCIAL STATEMENTS OF 2005 FY; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.21 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE RESOLUTION 11 GIVEN B Y THE CGM OF 20 APR 2004, TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF T HE CAPITAL; AUTHORIZATION EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES RELATING TO SHARE C APITAL REDUCTION O.22 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management IN 1 OR MORE TRANSACTIONS, IN FR ANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 120,000,0 00.00, BY WAY OF ISSUING WITH THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIP TION, COMPANY S ORDINARY SHARES AND SECURITIES GIVING ACCESS TO SHARES IN THE COMPANY, THE NOMINAL VALUE OF DEBT INSTRUMENTS ISSUED SHALL NOT EXCEED EUR 1,2 00,000,000.00, AUTHORIZATION EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES e.23 AUTHORIZE THE BOARD OF DIRECTORS, IN ORDER TO Management INCREASE THE SHARE CAPITAL IN 1 OR MORE TRANSACTIONS AND AT ITS DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIO NAL PAID-IN CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR TH E RAISE OF THE PAR VALUE OF THE EXISTING SHARES, AUTHORITY EPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES O.24 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management IN 1OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 120,000,00 0.00, BY WAY OF ISSUING, WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL SUBSCRI PTION RIGHTS, COMPANY S SHARES OR SECURITIES GIVING ACCESS TO SHARES IN THE CO MPANY, THE MAXIMAL NOMINAL VALUE OF DEBT INSTRUMENTS TO BE ISSUED UNDER THIS D ELEGATION OF AUTHORITY SHALL NOT EXCEED EUR 1,200,000,000.00; AUTHORITY EXPIR ES AT THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES O.25 AUTHORIZE THE BOARD OF DIRECTORS, TO FIX THE Management PRICE OF ISSUE BY WAY OF PUBLIC S AVING OFFER BY WAY OF ISSUING WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHTS, SH ARES OR SECURITIES TO BE ISSUED GIVING ACCESS TO THE SHARE CAPITAL PROVIDED TH AT IT DOES NOT EXCEED 10% OF THE SHARE CAPITAL, AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES O.26 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management IN 1OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF 10% OF THE SHA RE CAPITAL, BY WAY OF ISSUING COMPANY ORDINARY SHARES OR SECURITIES GIVING ACC ESS TO THE SHARE CAPITAL AND IN ORDER TO REMUNERATE CONTRIBUTIONS IN KIND, AU THORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES E.27 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN ORDER T O REMUNERATE ISSUES IN THE EVENT OF A COMPANY S PUBLIC EXCHANGE OFFER; AUTHOR ITY EXPIRES AT THE END OF 26 MONTHS AND SUPERSEDES ANY AND ALL EARLIER DELEGA TIONS TO THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES E.28 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management NUMBER OF SHARES TO BE ISSUED. W ITH OR WITHOUT THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS, IN THE EVENT OF A CAPITAL INCREASE, IT BEING PROVIDED THAT IT DOES NOT EXCEED 15% OF THE I NITIAL ISSUE; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.29 AUTHORIZE THE BOARD OF DIRECTORS: TO ISSUE, IN Management 1OR MORE TRANSACTIONS, IN FRANC E OR ABROAD, SECURITIES GIVING RIGHTS TO THE ALLOCATION OF ALL SECURITIES WITH A RIGHT TO THE ALLOCATION OF DEBT INSTRUMENTS, FOR A MAXIMUM NOMINAL AMOUNT O F EUR 1,200,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS , TO TAKE A LL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.30 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL IN 1OR MORE TRA NSACTION, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY AND ITS SUBSIDIARIE S EMPLOYEES AND OFFICERS WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIT Y EXPIRES AT THE END OF 26 MONTHS AND FOR ALL AMOUNT, WHICH SHALL NOT EXCEED 10 % OF THE SHARE CAPITAL; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL N ECESSARY FORMALITIES, THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.31 AUTHORIZE THE BOARD OF DIRECTORS, TO ALLOCATE Management IN 1OR MORE TRANSACTIONS, COMPAN Y S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AND ITS SUBS IDIARIES EMPLOYEES AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER OF S HARES SHALL NOT EXCEED 10% OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES AT TH E END OF 38 MONTHS ; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES E.32 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management 1 OR MORE TRANSACTIONS, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, OPTIONS GI VING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE NUMBER OF SHARES SHALL NOT EXCEED THE LEGAL LIMITS, AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.33 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRE SCRIBED BY LAW. - ----------------------------------------------------------------------------------------------------------------------------- AXA ASIA PACIFIC HOLDINGS LTD AGM Meeting Date: 04/13/2005 Issuer: Q12354108 ISIN: AU000000AXA5 SEDOL: 6617794, B05PH08 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE FINANCIAL REPOT, DIRECTORS REPORT Non-Voting Non-Vote Proposal AND AUDITOR S REPORT FOR THE YE 31 DEC 2004 2.1 RE-ELECT MR. P. A. COOPER AS A DIRECTOR, WHO Management Against RETIRES BY ROTATION 2.2 RE-ELECT MR. M. BUTLER AS A DIRECTOR, WHO RETIRES Management For BY ROTATION * AXA APH WILL DISREGARD ANY VOTE CAST ON THIS Non-Voting Non-Vote Proposal RESOLUTION BY A.L.OWEN OR ANY OF HIS ASSOCIATES. HOWEVER AXA APH NEED NOT DISREGARD A VOTE IF IT IS CAST BY A L OWEN AS PROXY FOR A PERSON WHO IS ENTITLED TO VOTE IN ACCORDANCE WITH THE DI RECTIONS ON THE PROXY FORM. THANK YOU 3. APPROVE THE PARTICIPATION OF MR. A.L. OWEN GROUP Management Against CHIEF EXECUTIVE IN THE ACQU ISITION OF RIGHTS TO ACQUIRE UP TO 1,000,000 ALLOCATION RIGHTS AND UP TO 1,000 ,000 ORDINARY SHARES IN AXA APH ON THE EXERCISE OF THOSE RIGHTS AND THE ACQUIS ITION OF UP TO 80,000 ORDINARY SHARES IN AXA APH ON THE EXERCISE OF THOSE RIGH TS, SUCH PARTICIPATION TO BE IN ACCORDANCE WITH THE TERMS OF THE EXECUTIVE PER FORMANCE SHARE PLAN PERFORMANCE PLAN - ----------------------------------------------------------------------------------------------------------------------------- BANCA INTESA SPA, MILANO OGM Meeting Date: 04/13/2005 Issuer: T17074104 ISIN: IT0000072618 BLOCKING SEDOL: 2871787, 4076836, 5465949 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 14 APR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004, THE BOARD OF DIRECTORS RE PORTS ON MANAGEMENT ACTIVITY AND INTERNAL AUDITORS REPORTS, BALANCE SHEET REP ORTS AS OF 31 DEC 2004 OF INTESA SISTEMI ESERVIZI SPA, MERGED IN BANCA INTESA STARTING FROM 01 JAN 2005 2. APPOINT THE DIRECTORS Management 3. APPOINT THE INTERNAL AUDITORS AND THE CHAIRMAN Management FOR FYS 2005/2007 TO STATE THEI R EMOLUMENTS - ----------------------------------------------------------------------------------------------------------------------------- BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005 Issuer: B10414116 ISIN: BE0003810273 BLOCKING SEDOL: B00D9P6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. 1. APPROVE TO RENEW FOR A PERIOD OF 18 MONTHS AS Management FROM 14 APR 2005, THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO ACQUIRE THE MAXIMUM NUMBER OF SHARE S AUTHORIZE BY LAW AT A PRICE THAT MAY NEITHER EXCEED 5% OF THE HIGHEST CLOSIN G PRICE OF THE 30 TRADING DAYS PRECEDING THE TRANSACTION; AUTHORITY EXPIRES O N 25 SEP 2005 ; AND GRANT A NEW DELEGATING AT THIS MEETING TO AVOID HAVING TO CALL A SHAREHOLDERS MEETING SPECIFICALLY FOR THIS POINT; AND AMEND ARTICLE 13 , PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION 2. AMEND THE ARTICLES OF ASSOCIATION BY INSERTION Management OF ARTICLE 39A AS SPECIFIED 3. APPROVE TO CONFER FULL POWERS ON THE GENERAL Management SECRETARY, WITH SUBROGATION RIGHT S, TO COORDINATE THE ARTICLES OF ASSOCIATION, IN VIEW OF HE FOREGOING RESOLUTI ON - ----------------------------------------------------------------------------------------------------------------------------- BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005 Issuer: B10414116 ISIN: BE0003810273 BLOCKING SEDOL: B00D9P6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORTS OF THE DIRECTORS Non-Voting 2. RECEIVE THE AUDITORS REPORTS Non-Voting 3. RECEIVE THE COMMISSION S INFORMATION Non-Voting 4. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS Non-Voting 5. APPROVE THE ANNUAL CONSOLIDATED ACCOUNTS Management 6. GRANT DISCHARGE TO THE ADMINISTRATORS Management 7. GRANT DISCHARGE TO THE AUDITORS Management 8. RE-APPOINT THE ADMINISTRATOR Management 9. APPROVE THE INDEMNITY OF M. THEO DILISSEN Management 10. MISCELLANEOUS Other 11. AUTHORIZE THE ADMINISTRATORS TO BUY BACK SHARES Management 12. APPROVE THE POSSIBILITY TO VOTE BY MAIL Management 13. APPROVE THE POWERS RELATED TO RESOLUTIONS 11 Management AND 12 * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. - ----------------------------------------------------------------------------------------------------------------------------- BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005 Issuer: B10414116 ISIN: BE0003810273 BLOCKING SEDOL: B00D9P6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 223420, DUE TO CHANGE IN T HE NUMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. RECEIVE THE BOARD OF DIRECTORS ANNUAL REPORTS Non-Voting RELATING TO THE ANNUAL FINANCIA L STATEMENTS AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 200 4 2. RECEIVE THE BOARD OF AUDITORS REPORTS RELATING Non-Voting TO THE ANNUAL FINANCIAL STATEM ENTS AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 2004 3. APPROVE THE INFORMATION PROVIDED BY THE JOINT Non-Voting COMMITTEE 4. APPROVE THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS Non-Voting AS AT 31 DEC 2004 5. APPROVE THE ANNUAL FINANCIAL STATEMENTS RELATING Management TO THE FYE 31 DEC 2004, INCLU DING THE FOLLOWING APPROPRIATIONS OF PROFITS: PROFIT FOR THE YEAR 531,692,827. 37; RETAINED EARNINGS FROM THE PREVIOUS YEAR 195,735,722.67; PROFIT TO BE ALLO CATED 727,428,550.04; OTHER BENEFICIARIES EMPLOYEES 27,428,550.04; GROSS DIV IDEND FOR SHARES 700,000,000; A GROSS DIVIDEND OF EUR 1.93 PER SHARE, ENTITLIN G BENEFICIARIES TO A NET DIVIDEND OF EUR 1.4 PER SHARE AFTER WITHHOLDING TAX 6. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF DIRECTORS Management FOR THEIR MANAGEMENT DURI NG THE FYE 31 DEC 2004 7. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF AUDITORS Management FOR THEIR DUTIES DURING TH E FYE 31 DEC 2004 8.1 APPROVE TO FIX THE ALLOWANCES FOR MR. SHAFFER Management S TERM AS FOLLOWS, UPON THE RECO MMENDATIONS OF THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL FIXED AL LOWANCE OF EUR 25,000; DIRECTOR S FEES OF EUR 5,000 PER BOARD MEETING ATTENDED ; DIRECTOR S FEES OF EUR 2,500 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE A TTENDED; A LUMP SUM ALLOWANCE OF EUR 2,000 PER YEAR AS A REFUND OF COMMUNICATI ON EXPENSES 8.2 APPROVE TO SET THE ALLOWANCES FOR MR. DILISSEN Management S TERM AS FOLLOWS, UPON THE REC OMMENDATIONS OF THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL FIXED A LLOWANCE OF EUR 50,000; DIRECTOR S FEES OF EUR 10,000 PER BOARD MEETING ATTEND ED; DIRECTOR S FEES OF EUR 5,000 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE ATTENDED AS CHAIRMAN; A LUMP SUM ALLOWANCE OF EUR 4,000 PER YEAR AS A REFUND OF COMMUNICATION EXPENSES; MR. DILISSEN IS ALSO AUTHORISED TO USE A CAR WITH A CHAUFFEUR FOR PROFESSIONAL PURPOSES ONLY - ----------------------------------------------------------------------------------------------------------------------------- BELGACOM SA DE DROIT PUBLIC, BRUXELLES AGM Meeting Date: 04/13/2005 Issuer: B10414116 ISIN: BE0003810273 BLOCKING SEDOL: B00D9P6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 225296 DUE TO ADDITIONAL RES OLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE THE BOARD OF DIRECTORS ANNUAL REPORTS Management RELATING TO THE ANNUAL FINANCIA L STATEMENTS AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 200 4 2. RECEIVE THE BOARD OF AUDITORS REPORTS RELATING Management TO THE ANNUAL FINANCIAL STATEM ENTS AND THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS AS AT 31 DEC 2004 3. APPROVE THE INFORMATION PROVIDED BY THE JOINT Management COMMITTEE 4. APPROVE THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS Management AS AT 31 DEC 2004 5. APPROVE THE ANNUAL FINANCIAL STATEMENTS RELATING Management TO THE FYE 31 DEC 2004, INCLU DING THE FOLLOWING APPROPRIATIONS OF PROFITS: PROFIT FOR THE YEAR 531,692,827. 37; RETAINED EARNINGS FROM THE PREVIOUS YEAR 195,735,722.67; PROFIT TO BE ALLO CATED 727,428,550.04; OTHER BENEFICIARIES EMPLOYEES 27,428,550.04; GROSS DIV IDEND FOR SHARES 700,000,000; A GROSS DIVIDEND OF EUR 1.93 PER SHARE, ENTITLIN G BENEFICIARIES TO A NET DIVIDEND OF EUR 1.4 PER SHARE AFTER WITHHOLDING TAX 6. GRANT DISCHARGE TO MEMBERS OF THE BOARD OF DIRECTORS Management 7. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 8.1 APPROVE TO FIX THE ALLOWANCES FOR MR. SHAFFER Management S TERM AS FOLLOWS, UPON THE RECO MMENDATIONS OF THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL FIXED AL LOWANCE OF EUR 25,000; DIRECTOR S FEES OF EUR 5,000 PER BOARD MEETING ATTENDED ; DIRECTOR S FEES OF EUR 2,500 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE A TTENDED; A LUMP SUM ALLOWANCE OF EUR 2,000 PER YEAR AS A REFUND OF COMMUNICATI ON EXPENSES 8.2 APPROVE TO SET THE ALLOWANCES FOR MR. DILISSEN Management S TERM AS FOLLOWS, UPON THE REC OMMENDATIONS OF THE APPOINTMENTS AND COMPENSATION COMMITTEE: AN ANNUAL FIXED A LLOWANCE OF EUR 50,000; DIRECTOR S FEES OF EUR 10,000 PER BOARD MEETING ATTEND ED; DIRECTOR S FEES OF EUR 5,000 PER BOARD OF DIRECTORS CONSULTATIVE COMMITTEE ATTENDED AS CHAIRMAN; A LUMP SUM ALLOWANCE OF EUR 4,000 PER YEAR AS A REFUND OF COMMUNICATION EXPENSES; MR. DILISSEN IS ALSO AUTHORISED TO USE A CAR WITH A CHAUFFEUR FOR PROFESSIONAL PURPOSES ONLY 9. ANY OTHER BUSINESS Other * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- CARNIVAL PLC AGM Meeting Date: 04/13/2005 Issuer: G19081101 ISIN: GB0031215220 SEDOL: 3121522, 7582880 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RE-ELECT MR. MICKY ARISON AS A DIRECTOR OF THE Management For CARNIVAL CORPORATION AND THE CA RNIVAL PLC 2. RE-ELECT MR. AMBASSADOR RICHARD G. CAPEN JR. Management For AS A DIRECTOR OF THE CARNIVAL COR PORATION AND THE CARNIVAL PLC 3. RE-ELECT MR. ROBERT H. DICKINSON AS A DIRECTOR Management For OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC 4. RE-ELECT MR. ARNOLD W. DONALD AS A DIRECTOR OF Management For THE CARNIVAL CORPORATION AND TH E CARNIVAL PLC 5. RE-ELECT MR. PIER LUIGI FOSCHI AS A DIRECTOR Management For OF THE CARNIVAL CORPORATION AND T HE CARNIVAL PLC 6. RE-ELECT MR. HOWARD S. FRANK AS A DIRECTOR OF Management For THE CARNIVAL CORPORATION AND THE CARNIVAL PLC 7. RE-ELECT MR. RICHARD J. GLASIER AS A DIRECTOR Management For OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC 8. RE-ELECT MR. BARONESS HOGG AS A DIRECTOR OF THE Management For CARNIVAL CORPORATION AND THE C ARNIVAL PLC 9. RE-ELECT MR. A. KIRK LANTERMAN AS A DIRECTOR Management For OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC 10. RE-ELECT MR. MODESTO A. MAIDIQUE AS A DIRECTOR Management For OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC 11. RE-ELECT MR. JOHN P. MCNULTY AS A DIRECTOR OF Management For CARNIVAL CORPORATION AND AS A DI RECTOR OF CARNIVAL PLC 12. RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF CARNIVAL Management For CORPORATION AND AS A DIRECT OR OF CARNIVAL PLC 13. RE-ELECT MR. PETER G. RATCLIFFE AS A DIRECTOR Management For OF THE CARNIVAL CORPORATION AND THE CARNIVAL PLC 14. RE-ELECT MR. STUART SUBOTNICK AS A DIRECTOR OF Management For THE CARNIVAL CORPORATION AND TH E CARNIVAL PLC 15. RE-ELECT MR. UZI ZUCKER AS A DIRECTOR OF THE Management For CARNIVAL CORPORATION AND THE CARN IVAL PLC 16. AMEND CARNIVAL CORPORATION 2001 OUTSIDE DIRECTOR Management For STOCK PLAN 17. APPROVE THE CARNIVAL CORPORATION 2005 EMPLOYEE Management For SHARE PLAN 18. APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Management For PURCHASE PLAN 19. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY 20. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For THE AUDITORS 21. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For REPORTS 22. APPROVE THE REMUNERATION REPORT Management For 23. GRANT AUTHORITY TO ISSUE OF EQUITY OR EQUITY-LINKED Management For SECURITIES WITH PRE-EMPTIV E RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF USD 22,715,147 24. GRANT AUTHORITY TO ISSUE OF EQUITY OR EQUITY-LINKED Management For SECURITIES WITHOUT PRE-EMP TIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF USD 17,614,229 25. AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE Management For OF ORDINARY SHARES OF USD 10,610 ,900 IN THE CAPITAL OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- UMICORE SA, BRUXELLES AGM Meeting Date: 04/13/2005 Issuer: B95505119 ISIN: BE0003626372 BLOCKING SEDOL: 4005001, 5821347, B02PR56 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. 1. APPROVE THE DIRECTORS REPORT FOR THE 2004 FY Non-Voting 2. APPROVE THE AUDITOR S REPORT FOR THE 2004 FY Non-Voting 3.1 APPROVE THE ANNUAL ACCOUNTS AS AT 31 DEC 2004 Management SHOWING A PROFIT FOR THE FY IN T HE AMOUNT OF EUR 94,960,250.44 3.2 APPROVE THE APPROPRIATION OF THE RESULT - INCLUDING Management THE DIVIDEND 4.1 GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS IN RESPECT OF THEIR M ANDATES IN 2004 4.2 GRANT DISCHARGE TO THE AUDITOR IN RESPECT OF Management HIS AUDITING ASSIGNMENT IN 2004 5.1 APPROVE TO CONFIRM DR. UWE-ERNST BUFE AS A DIRECTOR Management 5.2 APPROVE THE EXPIRING OF MANDATES WITH RE-ELECTION Management OF MESSRS. UWE-ERNST BUFE, A MOUD DE PRET AND JONATHAN OPPENHEIMER 5.3 ELECT MR. GUY PAQUOT AS A DIRECTOR Management 5.4 APPROVE THE EXPIRING OF MANDATES WITHOUT RE-ELECTION: Management MESSRS. ETIENNE DAVIGNON , PHILIPPE DELAUNOIS, ETIENNE DENIS AND ROBERT F.W. VAN OORDT 5.5 APPROVE THE BOARD S REMUNERATION FOR THE 2005 Management FY, I.E. EUR 300,000 6.1 RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITOR Management REPRESENTED BY MR. RAF VANDER STICHELE 6.2 APPROVE HIS ANNUAL REMUNERATION FOR AN AMOUNT Management OF EUR 345,000 7. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting TO THE GENERAL MEETING OF SHAREHO LDERS, AS REQUIRED IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-177 TO L.225-186 OF THE FRENCH COMMERCIAL CODE ARTICLE 163B IS I OF THE CGI , WITH R ESPECT TO THE OPTION ON UMICORE STOCK GRANTED IN 2004 TO THE STAFF OF UMICORE S FRENCH SUBSIDIARIES, UNDER PREFERENTIAL CONDITIONS WITH REGARD TO TAX AND SO CIAL SECURITY CONTRIBUTIONS 8. APPROVE THE UMICORE AND THE BELGIAN CODE ON CORPORATE Non-Voting GOVERNANCE * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- UMICORE SA, BRUXELLES EGM Meeting Date: 04/13/2005 Issuer: B95505119 ISIN: BE0003626372 BLOCKING SEDOL: 4005001, 5821347, B02PR56 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORD ER FOR ADP TO LODGE YOUR VOTE. 1.1 RECEIVE AND APPROVE: THE PROPOSAL FOR A TRANSACTION Non-Voting EQUATED TO A DEMERGER; THE REPORT PREPARED BY THE BOARD OF DIRECTORS OF UMICORE WITH RESPECT TO THE PART IAL DEMERGER, IN ACCORDANCE WITH ARTICLE 677 JUNCTO 745 CC; THE REPORT PREPARE D BY PRICEWATERHOUSECOOPERS BEDRIJFSREVISOREN / REVISEURSDA ENTERPRISES, REPRE SENTED BY MR. ROBERT PEIRCE AND MR. LUC DISCRY, STATUTORY AUDITOR OF UMICORE, WITH RESPECT TO THE PROPOSAL FOR THE PARTIAL DEMERGER, IN ACCORDANCE WITH ARTI CLE 677 JUNCTO 746 CC; REPORTS AND DOCUMENTS WITH RESPECT TO THE LIMITED LIABI LITY COMPANY TO BE INCORPORATED CUMERIO HEREINAFTER CUMERIO ; DRAFT ARTICLES OF ASSOCIATION OF CUMERIO; REPORT OF THE BOARD OF DIRECTORS OF UMICORE 1.2 APPROVE THE BOARD OF DIRECTORS OF UMICORE OF Non-Voting POSSIBLE SIGNIFICANT CHANGES IN T HE ASSETS AND LIABILITIES OF UMICORE SINCE THE DATE OF THE PROPOSAL FOR THE PA RTIAL DEMERGER IN ACCORDANCE WITH ARTICLE 677 JUNCTO 747 CC 1.3 APPROVE: I) THE PARTIAL DEMERGER AS IT IS RESOLVES Management PARTIALLY DEMERGER UMICORE BY THE INCORPORATION OF CUMERIO; II) THAT THE CUMERIO, IN EXCHANGE FOR THE TRA NSFER OF THE ASSETS AND LIABILITIES, SHALL ISSUE IN ACCORDANCE WITH A ONE TO O NE DISTRIBUTION RATIO AS FOLLOWS: A NUMBER OF SHARES EQUAL TO THE NUMBER OF UM ICORE SHARES OUTSTANDING ON 15 FEB 2005 25,527,200 , INCREASED BY THE NUMBER OF UMICORE SHARES ISSUED BETWEEN 15 FEB 2005 AND THE DATE OF THE EGM OF UMICOR E APPROVING THE PARTIAL DEMERGER AS A RESULT OF THE EXERCISE OF SUBSCRIPTION R IGHTS GRANTED UNDER THE EXISTING UMICORE STOCK OPTION PLANS; HOLDERS OF UMICOR E REGISTERED SHARES WILL AUTOMATICALLY BE REGISTERED AS HOLDERS OF CUMERIO REG ISTERED SHARES IN THE SHARE REGISTER OF CUMERIO IN ACCORDANCE WITH THE ABOVE-M ENTIONED RATIO; BEARER SHARES NOT HELD IN SECURITIES ACCOUNT; VVPR STRIPS WILL BE REPRESENTED BY ONE GLOBAL CERTIFICATE AND WILL BE AVAILABLE IN A SECURITIE S ACCOUNT AT A FINANCIAL INSTITUTION OF THE SHAREHOLDER S CHOICE; III) RESOLVE S THAT ALL TRANSACTIONS PERFORMED BY UMICORE WITH RESPECT TO ITS COPPER BRANCH OF ACTIVITY TRANSFERRED, SINCE 1 JAN 2005 UNTIL THE DATE OF THE PARTIAL DEMER GER, ARE DEEMED TO HAVE BEEN PERFORMED FOR THE ACCOUNT OF CUMERIO; IV) THAT TH E NEWLY ISSUED SHARES IN CUMERIO PARTICIPATE IN THE RESULTS OF CUMERIO AND ARE ENTITLED TO RECEIVE DIVIDENDS AS OF THE DATE ON WHICH THE PARTIAL DEMERGER CO MES INTO EFFECT FROM A TAX AND ACCOUNTING POINT AS OF 1 JAN 2005 1.4 APPROVE THE TRANSFER TO CUMERIO, BY WAY OF A Management UNIVERSAL TRANSFER, THE FOLLOWING ASSETS AND LIABILITIES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY AS SET OUT IN THE PROPOSAL FOR THE PARTIAL DEMERGER AND THE BOARD OF DIRECTORS REPO RT 1.5 APPROVE: I) INCORPORATION OF CUMERIO BY MEANS Management OF A TRANSFER OF THE ASSETS AND LIABILITIES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY AS SPECIFIED; II) DETERMINE THE CAPITAL OF CUMERIO AT EUR 181,134,461.25; III) THE INCORPORATION DEED AND ARTICLES OF ASSOCIATION OF CUMERIO IN ACCORDANCE WITH THE DRAFT MADE AVAILABLE AND THE MAIN PROVISIONS OF AS SPECIFIED, AND STATED THAT THE BOARD OF DIRECTORS OF CUMERIO IS AUTHORIZED: TO INCREASE THE SHARE CAPITAL ON ONE OR SEVERAL OCCASIONS BY A MAXIMUM AMOUNT OF EUR 18,000,000.00, IN ACCORDANCE WIT H THE STIPULATIONS AS SPECIFIED IN ACCORDANCE WITH ARTICLE 604 CC AND IN THE P ROVISION OF THE ARTICLES OF ASSOCIATION; DURING A PERIOD OF 18 MONTHS; IV) APP OINT MR. KAREL VINCK, LUC DELAGAYE, MR. MICHEL MOSER AND MR. REMI VERMEIREN AS DIRECTORS UNTIL THE 2008 OGM; APPOINT MR. ETIENNE DAVIGNON, MR. PHILIPPE DELA UNOIS AND MR. ETIENNE DENIS AS A DIRECTORS UNTIL THE 2007 OGM; THE AGGREGATE R EMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF CUMERIO FOR 2005 IS FI XED AT EUR 150,000.00; V) DETERMINES THAT CUMERIO SHALL START TO FUNCTION AS S OON AS THE PARTIAL DEMERGER HAS TAKEN PLACE; VI) FIRST FINANCIAL YEAR OF CUMER IO BEGINS ON1 JAN 2005 AND SHALL BE CLOSED ON 31 DEC 2005 AND THAT THE FIRST O GM OF CUMERIO SHALL BE HELD IN APR OF 2006; VII) THE BOARD OF DIRECTORS OF CUM ERIO IS GIVEN THE POWER TO FULFILL ALL FORMALITIES WITH RESPECT TO THE REALIZA TION OF THIS PARTIAL DEMERGER, AND ESPECIALLY THE ALLOCATION OF THE SHARES AND VVPR STRIPS ISSUED BY CUMERIO 1.6 APPROVE: THAT THE PARTIAL DEMERGER HAS BEEN Management REALIZED; IN ACCORDANCE WITH THE ONE TO ONE DISTRIBUTION RATIO MENTIONED IN THE PROPOSAL FOR PATIAL DEMERGER AN D THE BOARD OF DIRECTORS REPORT, THE SHAREHOLDERS OF UMICORE HAVE BECOME SHAR EHOLDERS OF CUMERIO AND THE HOLDERS OF UMICORE VVPR STRIPS HAVE BECOME HOLDERS OF CUMERIO VVPR STRIPS; THE ASSETS AND LIABILITIES OF UMICORE AS SPECIFIED AB OVE HAVE BEEN AUTOMATICALLY TRANSFERRED TO CUMERIO; THE SHARE CAPITAL OF CUMER IO AMOUNTS TO THE FINAL CUMERIO CAPITAL AMOUNT AND IS FULLY PAID UP 1.7 ADOPT ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management TO THE ADOPTED RESOLUTIONS INCL UDING THE CAPITAL DECREASE PURSUANT TO THE TRANSFER OF THE ASSETS AND LIABILIT IES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY TO CUMERIO AS SPECIFIED 2.1 APPROVE TO INCORPORATE THE ENTIRE AMOUNT OF THE Management ISSUE PREMIUM, AS SPECIFIED IN UMICORE S BALANCE SHEET AFTER THE PARTIAL DEMERGER AS ATTACHED TO THE MINUTES HEREINAFTER THE FINAL UMICORE ISSUE PREMIUM AMOUNT , INTO THE CAPITAL OF UMI CORE AND TO INCREASE THE CAPITAL OF UMICORE FROM THE FINAL UMICORE CAPITAL AMO UNT TO AN AMOUNT EQUAL TO THE FINAL UMICORE CAPITAL AMOUNT 2.2 AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management 3.1 AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management WITH NEW WORDS 3.2 AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION Management BY INSERTING A NEW WORDS 3.3 AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION Management BY REPLACING IT WITH NEW WORDS 3.4 APPROVE TO DELETE AND REPLACE ARTICLE 17 OF ARTICLES Management OF ASSOCIATION BY NEW WOR DS 4. AUTHORIZE THE COMPANY TO ACQUIRE ON THE STOCK Management MARKET UNTIL THE 2006 OGM A NUMB ER OF THE COMPANY S OWN SHARES CORRESPONDING TO A MAXIMUM OF 10% OF THE SUBSCR IBED CAPITAL, AT THE UNIT PRICE COMPRISED BETWEEN A MINIMUM EQUAL TO THE LOWES T CLOSING STOCK MARKET PRICE FOR THE LAST TWENTY TRADING SESSIONS PRECEDING TH E DATE OF ACQUISITION LESS 10% AND A MAXIMUM PRICE PER SHARE OF EUR 110.00; AU THORIZATION GIVEN TO THE COMPANY S SUBSIDIARIES TO ACQUIRE ON THE STOCK MARKET , OR IN ANY WAY WHATSOEVER, SHARES IN THE COMPANY IN ACCORDANCE WITH THE CONDI TIONS OF THE AUTHORIZATION GRANTED TO THE COMPANY 5. AUTHORIZE MR. DAMIEN HISETTE, TO REGISTER CUMERIO Management WITH THE CROSSROADS BANK OF ENTERPRISES AND IN GENERAL TO FULFILL ALL NECESSARY FORMALITIES - ----------------------------------------------------------------------------------------------------------------------------- BP PLC AGM Meeting Date: 04/14/2005 Issuer: G12793181 ISIN: GB0007980591 SEDOL: 0798059, 5789401, 5790265, 6167493, 7110786 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO RE-ELECT DR. D. C. ALLEN AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 4 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 2. TO RE-ELECT THE LORD BROWNE OF MADINGLEY AS A Management For DIRECTOR (SEE BIOGRAPHY ON PAGE 4 IN THE NOTES SECTION OF THE PROXY STATEMENT) 3. TO RE-ELECT MR J H BRYAN AS A DIRECTOR (SEE BIOGRAPHY Management For ON PAGES 4-5 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 4. TO RE-ELECT MR. A. BURGMANS AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 5 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 5. TO RE-ELECT MR. I.C. CONN AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 5 IN THE NOTES SECTION OF THE PROXY STATEMENT) 6. TO RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For (SEE BIOGRAPHY ON PAGES 5-6 IN T HE NOTES SECTION OF THE PROXY STATEMENT) 7. TO RE-ELECT MR. D.J. FLINT AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE PROXY STATEMENT) 8. TO RE-ELECT DR. B.E. GROTE AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 6 IN THE NOTES SECTION OF THE PROXY STATEMENT) 9. TO RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGES 6-7 IN THE NOTES SECTION OF THE PROXY STATEMENT) 10. TO RE-ELECT DR. D.S. JULIUS AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 7 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 11. TO ELECT SIR TOM MCKILLOP AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 7 IN THE NOTES SECTION OF THE PROXY STATEMENT) 12. TO RE-ELECT MR. J.A. MANZONI AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 7 IN THE NOT ES SECTION OF THE PROXY STATEMENT) 13. TO RE-ELECT DR. W.E. MASSEY AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 7 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 14. TO RE-ELECT MR. H.M.P. MILES AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 8 IN THE NOT ES SECTION OF THE PROXY STATEMENT) 15. TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 8 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 16. TO RE-ELECT MR. M.H. WILSON AS A DIRECTOR (SEE Management For BIOGRAPHY ON PAGE 9 IN THE NOTE S SECTION OF THE PROXY STATEMENT) 17. TO RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For (SEE BIOGRAPHY ON PAGE 9 IN THE NOTES SECTION OF THE PROXY STATEMENT) 18. TO REAPPOINT ERNST & YOUNG LLP AS AUDITORS UNTIL Management For THE CONCLUSION OF THE NEXT GE NERAL MEETING BEFORE WHICH ACCOUNTS ARE LAID AND TO AUTHORIZE THE DIRECTORS T O SET THE AUDITORS REMUNERATION FOR 2005 (SEE NOTE ON PAGE 10 IN THE NOTES SE CTION OF THE PROXY STATEMENT) 19. TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For THE ANNUAL GENERA MEETING IN 20 06 OR 13 JULY 2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER CONFERR ED ON THE DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SECT ION 80 AMOUNT OF GBP 1,770 MILLION (SEE NOTE ON PAGE 10 IN THE NOTES SECTION O F THE PROXY STATEMENT) S.20 TO RENEW, FOR THE PERIOD ENDING ON THE DATE OF Management For THE ANNUAL GENERAL MEETING IN 2 006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER, THE AUTHORITY AND POWER CONFERR ED ON THE DIRECTORS BY ARTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT EQUITY SECURITIES WHOLLY FOR CASH (A) IN CONNECTION WITH A RIGHTS ISSUE; AND (B) OTHERWISE THAN IN CONNECTION WITH A RIGHTS ISSUE UP TO AN AGGREGATE N OMINAL AMOUNT EQUAL TO THE SECTION 89 AMOUNT OF GBP 265 MILLION (SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT) S.21 TO AUTHORIZE THE COMPANY GENERALLY AND UNCONDITIONALLY Management For TO MAKE MARKET PURCHASE S (AS DEFINED IN SECTION 163(3) OF THE COMPANIES ACT 1985) OF ORDINARY SHARES WITH NOMINAL VALUE OF GBP 0.25 EACH IN THE COMPANY, PROVIDED THAT: (A) THE CO MPANY DOES NOT PURCHASE UNDER THIS AUTHORITY MORE THAN 2.1 BILLION ORDINARY SH ARES; (B) THE COMPANY DOES NOT PAY LESS THAN GBP 0.25 FOR EACH SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE THAN 5% OVER THE AVERAGE OF THE M IDDLE MARKET PRICE OF THE ORDINARY SHARES FOR THE FIVE BUSINESS DAYS IMMEDIATE LY PRECEDING THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES CONCERNED, BASED ON SHARE PRICES AND CURRENCY EXCHANGE RATES PUBLISHED IN THE DAILY OFFI CIAL LIST OF THE LONDON STOCK EXCHANGE. IN EXECUTING THIS AUTHORITY THE COMPAN Y MAY PURCHASE SHARES USING ANY CURRENCY, INCLUDING POUNDS STERLING, US DOLLAR S, AND EURO. THIS AUTHORITY SHALL CONTINUE FOR THE PERIOD ENDING ON THE DATE O F THE ANNUAL GENERAL MEETING IN 2006 OR 13 JULY 2006, WHICHEVER IS THE EARLIER , PROVIDED THAT IF THE COMPANY HAS AGREED BEFORE THIS DATE TO PURCHASE ORDINAR Y SHARES WHERE THESE PURCHASES WILL OR MAY BE EXECUTED AFTER THE AUTHORITY TER MINATES (EITHER WHOLLY OR IN PART) THE COMPANY MAY COMPLETE SUCH PURCHASES (SE E NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT) 22. TO APPROVE THE DIRECTORS REMUNERATION REPORT Management For FOR THE YEAR ENDED 31 DECEMBER 2 004 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT) 23. TO APPROVE THE RENEWAL OF THE BP EXECUTIVE DIRECTORS Management For INCENTIVE PLAN (THE PLA N ), A COPY OF WHICH IS PRODUCED TO THE MEETING INITIALLED BY THE CHAIRMAN FO R THE PURPOSE OF IDENTIFICATION, FOR A FURTHER FIVE YEARS AND TO AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS THAT THEY MAY CONSIDER NECESSARY OR EXPED IENT TO CARRY THE PLAN INTO EFFECT (SEE NOTE ON PAGES 11-13 IN THE NOTES SECTI ON OF THE PROXY STATEMENT) 24. TO RECEIVE THE REPORT OF THE DIRECTORS AND THE Management For ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2004 (SEE NOTE ON PAGE 10 IN THE NOTES SECTION OF THE PROXY STATEMENT ) * PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting Non-Vote Proposal A MORE DETAILED AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THERE IS NO SHARE BLOCKING AT Non-Voting Non-Vote Proposal THIS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- GEORGE WIMPEY PLC AGM Meeting Date: 04/14/2005 Issuer: G96872109 ISIN: GB0009713446 SEDOL: 0971344 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE REPORT OF THE DIRECTORS Management For AND THE ACCOUNTS FOR THE YE 31 DEC 2004 2. APPROVE TO DECLARE A FINAL DIVIDEND OF 10.8 PENCE Management For PER SHARE IN RESPECT OF THE YE 31 DEC 2004, DUE AND PAYABLE ON 13 MAY 2005 TO SHAREHOLDERS ON THE REGISTER AT CLOSE OF BUSINESS ON 04 MAR 2005, SUCH FINAL DIVIDEND TO BE PAYABLE ONLY I N RESPECT OF SUCH OF THE SHARES IN RESPECT OF WHICH THE RELEVANT HOLDERS OF TH E SHARES HAS NOT EXERCISED ANY ENTITLEMENT TO RECEIVE NEW SHARES INSTEAD OF DI VIDEND IN CASH PURSUANT TO THE SCRIP DIVIDEND SCHEME 3. RE-ELECT MR. PETER JOHNSON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 4. RE-ELECT MR. ANDREW CARR-LOCKE AS A DIRECTOR, Management For WHO RETIRES BY ROTATION 5. RE-ELECT MR. CHRISTINE CROSS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 6. RE-APPOINT MR. PETER REDFERN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL PREVIOUS AUTHORITIES, TO ALLO T RELEVANT SECURITIES SECTION 80(2) OF THE COMPANIES ACT 1985 UP TO AN AGGRE GATE NOMINAL VALUE OF GBP 32,649,568; AUTHORITY EXPIRES 5 YEARS AFTER THE DAT E OF PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURIT IES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEM ENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF THE RESOLUTION 8, AND PURS UANT TO SECTION 95 OF THE COMPANIES ACT 1985 ACT , TO ALLOT EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RE SOLUTION 8 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECU RITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLO TMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER O R ANY OTHER PRE-EMPTIVE OFFER OR SCRIP DIVIDEND ALTERNATIVE IN EACH CASE IN FA VOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 4 ,897,435; AUTHORITY EXPIRES 5 YEARS AFTER THE DATE OF PASSING OF THIS RESOLUT ION ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF NOT MORE THAN 39,179,481 ORDINARY SHARES OF 25 PENCE EACH IN I TS SHARE CAPITAL, AT A MINIMUM PRICE OF 25 PENCE PER SHARE AND NOT MORE THAN 5 % ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES IN THE COMPANY TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER TH E PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT A GM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PUR CHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUC H EXPIRY 11. APPROVE THAT THE REMUNERATION REPORT CONTAINED Management Against WITHIN THE ANNUAL REPORT AND TH E ACCOUNTS FOR THE YE 31 DEC 2004 - ----------------------------------------------------------------------------------------------------------------------------- NESTLE SA, CHAM UND VEVEY AGM Meeting Date: 04/14/2005 Issuer: H57312466 ISIN: CH0012056047 BLOCKING SEDOL: 3056044, 7123870 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- NESTLE SA, CHAM UND VEVEY OGM Meeting Date: 04/14/2005 Issuer: H57312466 ISIN: CH0012056047 BLOCKING SEDOL: 3056044, 7123870 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVAL THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management OF NESTLE S.A. AND THE NEST LE GROUP; ACKNOWLEDGE THE REPORTS OF THE AUDITORS 2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE MANAGEMENT 3. APPROVE THE DECISION ON THE APPROPRIATION OF Management PROFIT, RESULTING FROM THE BALANC E SHEET OF NESTLE S.A. 4.a AMEND THE ARTICLE 24 PARAGRAPH 1 OF THE ARTICLES Management OF ASSOCIATION, REGARDING ORG ANIZATION OF THE BOARD OF DIRECTORS 4.b AMEND THE ARTICLE 23 PARAGRAPHS 1 AND 2 OF THE Management ARTICLES OF ASSOCIATION, REGARD ING TERM OF THE OFFICE AND ELECTION OF THE BOARD OF DIRECTORS 4.c AMEND THE ARTICLE 20 OF THE ARTICLES OF ASSOCIATION, Management REGARDING RIGHT OF SHAREH OLDERS TO THE COMPLETE THE AGENDA 5. ELECT THE BOARD OF DIRECTORS Management 6. ELECT THE AUDITORS Management * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 212608, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- NV BEKAERT SA, ZWEVEGEM EGM Meeting Date: 04/14/2005 Issuer: B09800135 ISIN: BE0003780948 BLOCKING SEDOL: 5821057, 5827431, B02PQ93 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 11 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU 1. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management SHARES OF THE COMPANY, AND THEREF ORE TO REPLACE THE TEXT OF THE 2ND PARAGRAPH OF ARTICLE 12 OF THE ARTICLES OF ASSOCIATION WITH THE FOLLOWING TEXT: SUBJECT TO COMPLIANCE WITH THE CONDITIONS PRESCRIBED BY LAW, THE BOARD OF DIRECTORS IS AUTHORIZED TO ACQUIRE A MAXIMUM NUMBER OF SHARES THAT IN THE AGGREGATE REPRESENT NO MORE THAN 10% OF THE ISSUE D CAPITAL, DURING A PERIOD OF 18 MONTHS BEGINNING FROM THE PUBLICATION IN THE ANNEXES TO THE BELGIAN OFFICIAL JOURNAL OF THE AUTHORIZING RESOLUTION OF THE E GM OF SHAREHOLDERS OF 14 APR 2005, AT A PRICE RANGING BETWEEN MINIMUM 1 EURO A ND MAXIMUM 10% ABOVE THE ARITHMETIC AVERAGE OF THE CLOSING PRICE OF THE COMPAN Y S SHARE DURING THE LAST 30 TRADING DAYS PRECEDING THE BOARD S RESOLUTION TO ACQUIRE 2. AMEND ARTICLE 31 AND 33 OF THE ARTICLES OF ASSOCIATION Management BY REPLACING THE FOLLOW ING WORDS WORKING DAYS IN THE 1ST AND 3RD PARAGRAPHS ARE REPLACED WITH THE W ORDS BANK WORKING DAYS AND ARTICLE 33 THE WORDS WORKING DAYS ARE REPLACED WITH THE WORDS BANK WORKING DAYS RESPECTIVELY 3. APPROVE: A) THE MERGER AS DEPOSITED WITH THE Management REGISTRY OF THE COMMERCIAL COURT OF KORTRIJK AND AGREES WITH THE MERGER THROUGH ABSORPTION BY THE COMPANY OF TH E LIMITED COMPANIES JMMOBILIEN MUNKENDOORN, HAVING ITS REGISTERED OFFICE AT RP R KORTRIJK, AND IMAWARE, PURSUANT TO THE TERMS AND CONDITIONS; B) TO ACKNOWLED GE THE TRANSFER OF OWNERSHIP OF THE PROPERTY OF THE ACQUIRED COMPANIES TO THE ACQUIRING COMPANY; C) THE VARIOUS PROPERTY ITEMS OF THE ACQUIRED COMPANIES WIL L BE INCLUDED IN THE ACCOUNTS OF THE COMPANY IN REPLACEMENT OF THE SHARES OF T HE ACQUIRED COMPANIES, WHICH ARE BEING CANCELLED IN CONNECTION WITH THE PRESEN T MERGER; D) TO ACKNOWLEDGE THE CESSATION OF EXISTENCE OF THE ACQUIRED COMPANI ES; E) TO AUTHORIZE THE BOARD OF DIRECTORS TO FULFILL THE PUBLICATION FORMALIT IES RELATING TO THE MERGER WITH RESPECT TO THE ACQUIRED COMPANIES 4. APPROVE TO REPLACE THE EXISTING INTERIM PROVISIONS Management AT THE END OF THE ARTICLES OF ASSOCIATION WITH THE FOLLOWING TEXT: THE AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES, PURSUANT TO ARTICLE 12, 2ND PARAGRAPH, OF THE ARTICLES OF ASSOCIATION BY THE RESOLUTION OF THE EGM OF 12 MAY 2004 WILL CONT INUE IN EFFECT UNTIL THE PUBLICATION OF THE NEW AUTHORIZATION RELATIVE TO THE PURCHASE OF OWN SHARES - ----------------------------------------------------------------------------------------------------------------------------- RIO TINTO PLC AGM Meeting Date: 04/14/2005 Issuer: G75754104 ISIN: GB0007188757 SEDOL: 0718875, 4718699, 5725676, 6720595 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For ON THE DIRECTORS IN RELATION TO THEIR GENERAL AUTHORITY TO ALLOT SHARES BY PARAGRAPH (B) OF ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE DATE OF THE AGM IN 2006 OR ON 13 APR 2006, WHICHEVER IS LATER, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 34.35 MILLION S.2 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For ON THE DIRECTORS IN RELATION TO RIGHTS ISSUES AND IN RELATION TO THE SECTION 89 AMOUNT BY PARAGRAPH (B) OF AR TICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD END ING ON THE DATE OF THE AGM IN 2006 OR ON 13 APR 2006, WHICHEVER IS LATER, AND FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE GBP 6.90 MILLION S.3 AUTHORIZE RIO TINTO PLC, RIO TINTO LIMITED AND Management For ANY SUBSIDIARIES OF RIO TINTO L IMITED TO MARKET PURCHASE SECTION 163 OF THE COMPANIES ACT 1985 OF ORDINARY SHARES OF 10P EACH ISSUED BY RIO TINTO PLC RTP ORDINARY SHARES OF UP TO 106. 8 MILLION RTP ORDINARY SHARES 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 14 FEB 2005 AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 5% ABO VE THE AVERAGE OF MIDDLE MARKET QUOTATIONS FOR RTP ORDINARY SHARES DERIVED FRO M THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECE DING THE DATE OF PURCHASE; AUTHORITY EXPIRES ON 13 OCT 2006 ; AND ALSO AUTHOR IZE THE COMPANY TO PURCHASE OFF-MARKET FROM RIO TINTO LIMITED AND ANY OF ITS S UBSIDIARIES ANY RTP ORDINARY SHARES ACQUIRED UNDER THE AUTHORITY AS SPECIFIED IN THE AGREEMENT FOR THE PURPOSE OF SECTION 165 OF THE COMPANIES ACT 1985 BE TWEEN RIO TINTO PLC AND RIO TINTO LIMITED; AUTHORITY EXPIRES ON 13 OCT 2006 S.4 APPROVE THAT, SUBJECT TO THE CONSENT IN WRITING Management For OF THE HOLDER OF THE SPECIAL V OTING SHARE, TO BUY-BACK BY THE RIO TINTO LIMITED OF FULLY PAID ORDINARY SHARE S IN RIO TINTO LIMITED RTL ORDINARY SHARES IN THE 12 MONTHS PERIOD FOLLOWING THIS APPROVALS: A) UNDER 1 OR MORE OFF-MARKET BUY-BACK TENDER SCHEMES IN ACCO RDANCE WITH THE TERMS AS SPECIFIED, BUT ONLY TO THE EXTENT THAT THE NUMBER OF RTL ORDINARY SHARES BOUGHT BACK UNDER THE BUY-BACK TENDERS, TOGETHER WITH THE NUMBER OF RTL ORDINARY SHARES BOUGHT BACK ON-MARKET BY RIO TINTO LIMITED, DOES NOT EXCEED IN THAT 12 MONTH THE PERIOD 10% OF THE MINIMUM NUMBER OF RTL ORDIN ARY SHARES ON ISSUE EXCLUDING FROM THE CALCULATION OF THAT MINIMUM NUMBER FOR ALL PURPOSES THOSE RTL ORDINARY SHARES HELD BY OR ON BEHALF OF TINTO HOLDINGS AUSTRALIA PTY LIMITED THA OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC DURING S UCH PERIOD; AND B) FOLLOWING ANY BUY-BACK TENDER, FROM THA UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THE DRAFT BUY-BACK AGREEMENT BETWEEN RIO TINTO LIMITED AND THA THA MATCHING BUY-BACK AGREEMENT AS SPECIFIED S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For AND THE CONSTITUTION OF THE R IO TINTO LIMITED S.6 AMEND, SUBJECT TO THE CONSENT IN WRITTING OF Management For THE HOLDER OF THE SPECIAL VOTING SHARE AND SUBJECT TO THE PASSING OF RESOLUTION 5, THE DLC MERGER SHARING AGREE MENT DATED 21 DEC 1989 SHARE AGREEMENT BETWEEN THE COMPANY AND THE RIO TINTO LIMITED BY: A) ADDING SOME WORDS AT THE END OF THE CLAUSE 5.1.2 (B) OF THE SH ARE AGREEMENT; B) DELETING SOME WORDS IN PARAGRAPH 3 OF THE SCHEDULE 1 OF THE SHARING AGREEMENT AND REPLACING WITH NEW WORDS 7. APPROVE, IN ORDER FOR OPTIONS GRANTED TO EMPLOYEES Management For RESIDENT IN FRANCE, THE RIO TINTO SHARE SAVINGS PLAN, TO CONTINUE THE QUALITY FOR FRENCH FAX APPROVAL, TH E GRANT OPTIONS BY THE DIRECTORS TO EMPLOYEES RESIDENT IN FRANCE PURSUANT TO R IO TINTO SHARE SAVINGS PLAN RULES AS SPECIFIED 8. ELECT MR. GOODMANSON AS A DIRECTOR Management For 9. ELECT MR. ASHTON CALVERT AS A DIRECTOR Management For 10. ELECT MR. VIVIENNE COX AS A DIRECTOR Management For 11. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For 12. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY TO HOLD O FFICE UNTIL THE CONCLUSION OF THE AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE CO MPANY AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THEIR REMUNERATION 13. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For 14. RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Management For THE REPORT OF THE DIRECTORS AND AUDITORS FOR THE YE 31 DEC 2004 - ----------------------------------------------------------------------------------------------------------------------------- RWE AG, ESSEN OGM Meeting Date: 04/14/2005 Issuer: D6629K109 ISIN: DE0007037129 BLOCKING SEDOL: 4768962, 4769158, 7169647 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES; EUR 90,564.82 S HALL BE CARRIED FORWARD; AND EX-DIVIDEND AND PAYABLE DATE: 15 APR 2005 3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Management DIRECTORS 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS THE AUDITORS FOR THE YEAR 2005 6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Management SUPERVISORY BOARD 6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Management BOARD 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THEY AR E ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES, AND TO USE THE SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES, OR IN CONNECTION WITH MERGERS AND ACQ UISITIONS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE 8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Management THE AGM AND SECTION 15 ATTENDA NCE OF THE AGM OF THE ARTICLES OF ASSOCIATION IN CONNECTION WITH THE LAW ON C ORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED 9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Management IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHIC H IS PLANNED TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting IN MEETING TYPE. IF YOU HA VE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF DETAILED AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANY S MEETING. - ----------------------------------------------------------------------------------------------------------------------------- RWE AG, ESSEN OGM Meeting Date: 04/14/2005 Issuer: D6629K117 ISIN: DE0007037145 SEDOL: 4769147, 4771487, 5007318, 7159518 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY; YOU MAY APPLY FOR AN ENTRANCE CARD. THANK YOU. 1. APPROVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting PROFIT OF EUR 843,698,064.82 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.50 PER NO-PAR SHARES; EUR 90,564.82 S HALL BE CARRIED FORWARD; AND EX-DIVIDEND AND PAYABLE DATE: 15 APR 2005 3. RATIFY THE ACTS OF THE OF THE BOARD OF MANAGING Non-Voting DIRECTORS 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Non-Voting FRANKFURT AM MAIN, ZWEIGNIEDERLASSUNG ESSEN AS THE AUDITORS FOR THE YEAR 2005 6.1 ELECT DR. THOMAS R. FISCHER AS MEMBER OF THE Non-Voting SUPERVISORY BOARD 6.2 ELECT DAGMAR MUEHLENFELD AS MEMBER OF THE SUPERVISORY Non-Voting BOARD. 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Non-Voting UP TO 10% OF THE SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10% FROM THEIR MARKET PRICE OF THE SHARES, IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THEY AR E ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 13 OCT 2006 ; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES, AND TO USE THE SHARES IN ORDER TO FLOAT THEM OR STOCK EXCHANGES, OR IN CONNECTION WITH MERGERS AND ACQ UISITIONS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE 8. AMEND SECTION 14, PARAGRAPH 2 CONVOCATION OF Non-Voting THE AGM AND SECTION 15 ATTENDA NCE OF THE AGM OF THE ARTICLES OF ASSOCIATION IN CONNECTION WITH THE LAW ON C ORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHICH IS PLANNED TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED 9. AMEND SECTION 17 (3) OF THE ARTICLES OF ASSOCIATION Non-Voting IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHIC H IS PLANNED TO BECOME EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting IN MEETING TYPE. IF YOU HA VE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- SCHERING AG OGM Meeting Date: 04/14/2005 Issuer: D67334108 ISIN: DE0007172009 BLOCKING SEDOL: 0786656, 0993865, 4845757, 4847377, 7159530 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 194,000,000 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 1 PER NO-PAR SHARE; EX-DIVIDEND AND PAYABL E DATE: 15 APR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT BDO DEUTSCHE WARENTREUHAND AG, HAMBURG, Management AS THE AUDITORS FOR THE 2005 F Y 6. APPROVE THE ADJUSTMENT OF THE REMUNERATION FOR Management THE SUPERVISORY BOARD AND THE C ORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION FROM THE 2005 FY ON EAC H MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000, A PROFIT-RELATED REMUNERATION OF EUR 250 FOR EVERY EUR 0.01 OF TH E EARNINGS PER SHARE IN EXCESS OF EUR 1.20, AND A PERFORMANCE-RELATED REMUNERA TION OF AT LEAST EUR 35,000 AND THE CHAIRMAN TO RECEIVE 2.25 TIMES AND THE DEP UTY CHAIRMAN 1.1 TIMES, THESE AMOUNTS; AND APPROVE TO INCREASE THE TOTAL REMUN ERATION FOR COMMITTEE MEMBERS TO EUR 585,000 7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE LAW ON CORPORATE INTE GRITY AND THE MODERNIZATION OF THE RIGHT OF AVOIDANCE UMAG WHICH IS TO BECOM E EFFECTIVE AS PER 01 NOV 2005 AS SPECIFIED 8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 15,000,000, THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE, NOT MORE THAN 20% BELOW THE MARKET PRICE OF THE SHARES, OR BY WAY O F A REPURCHASE OFFER AT A PRICE NOT DIFFERING MORE THAN 20% FROM THE MARKET PR ICE OF THE SHARES, ON OR BEFORE 30 SEP 2006; AND AUTHORIZE THE BOARD OF MANAGI NG DIRECTORS TO RETIRE THE SHARES, TO USE THE SHARES FOR ACQUISITION PURPOSES, TO OFFER THE SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES, AND TO US E THE SHARES FOR THE CONVERSION OF BONDS OR FOR THE EXERCISE OF OPTION RIGHTS 9. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY SCHERADMIN 01 GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005 UN TIL AT LEAST 31 DEC 2009 10. APPROVE THE ADJUSTMENT OF THE PROFIT TRANSFER Management AGREEMENTS WITH THE COMPANY S WH OLLY-OWNED SUBSIDIARIES BERLISERVE PROFESSIONAL SERVICES GMBH, INTENDIS GMBH, PHARMA-VERLAGSBUCHHANDLUNG GMBH, SCHERING FINLAND HOLDING GMBH, AND SCHERING V ERSICHERUNGS-VERMITTLUNG GMBH * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- WOLTERS KLUWER NV AGM Meeting Date: 04/14/2005 Issuer: N9643A114 ISIN: NL0000395887 BLOCKING SEDOL: 5671519, 5671917, 5677238 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 07 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2.a APPROVE THE REPORT OF THE MANAGEMENT FOR THE Management YEAR 2004 2.b APPROVE THE NOTICE BY SUPERVISORY BOARD FOR THE Management YEAR 2004 2.c APPROVE THE RESERVATION AND THE DIVIDEND POLICY Management 2.d ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management 2.e APPROVE THE PAYMENT IN CASH EUR 0.55 OR OPTIONAL Management IN SHARES 3.a GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management BOARD 3.b GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management BOARD 4. APPROVE THE CORPORATE GOVERNANCE Management 5. AMEND THE ARTICLES OF ASSOCIATION Management 6.a RE-APPOINT MRS. A.J. FROST AS A MEMBER OF THE Management SUPERVISORY BOARD 6.b RE-APPOINT MR. P.N. WAKKIE AS A MEMBER OF THE Management SUPERVISORY BOARD 7. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 8.a AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SHARES/GRANT Management RIGHTS TO TAKE SHARES 8.b AUTHORIZE THE MANAGEMENT BOARD TO RESTRICT OR Management EXCLUDE THE PRE-EMPTIVE RIGHTS 9. GRANT POWERS TO PURCHASE COMPANY S OWN SHARES Management 10. GRANT ASSIGNMENT TO KPMG Management 11. QUESTIONS Management 12. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- OCE NV, VENLO AGM Meeting Date: 04/15/2005 Issuer: 674627104 ISIN: NL0000354934 BLOCKING SEDOL: 5446751, 5447033, 5447044 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPROVE THE REPORT OF THE SUPERVISORY BOARD Management 3. APPROVE THE REPORT OF THE CHAIRMAN OF THE BOARD Management OF MANAGEMENT AND THE REPORT O F THE BOARD OF MANAGEMENT 4.A ADOPT THE FINANCIAL STATEMENTS FOR 2004 Management 4.B APPROVE THE DIVIDEND Management 5.A RELEASE AND DISCHARGE TO THE BOARD OF MANAGEMENT Management 5.B RELEASE AND DISCHARGE TO THE SUPERVISORY BOARD Management 6. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management TO ISSUE SHARES 7. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management TO LIMIT OR EXCLUDE THE PRE -EMPTIVE RIGHTS ON ORDINARY SHARES 8. APPROVE THE DESIGNATION OF THE BOARD OF MANAGEMENT Management TO PURCHASE SHARES OF THE C OMPANY 9. RE-APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management 10. RE-APPOINT 3 DIRECTORS A OF STICHTING ADMINISTRATIEKANTOOR Management PREFERENTE AANDELEN OC 11. ANNOUNCEMENTS; ANY OTHER BUSINESS; CLOSURE Management - ----------------------------------------------------------------------------------------------------------------------------- OCE NV, VENLO AGM Meeting Date: 04/15/2005 Issuer: 674627104 ISIN: NL0000354934 BLOCKING SEDOL: 5446751, 5447033, 5447044 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 215700 DUE TO CHANGE IN NU MBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREG ARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE REPORT BY SUPERVISORY BOARD FOR 2004 Management 3. APPROVE THE REPORT BY CHAIRMAN OF EXECUTIVE BOARD Management OF DIRECTORS FOR FY 2004 4.A ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management 4.B APPROVE THE PROFIT APPROPRIATION FOR 2004 Management 5.A GRANT DISCHARGE FROM LIABILITY TO THE EXECUTIVE Management BOARD 5.B GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management BOARD 6. APPROVE DESIGNATION OF THE EXECUTIVE BOARD TO Management ISSUE SHARES FOR AN 18TH MONTH P ERIOD 7. APPROVE THE DESGINATION OF THE EXECUTIVE BOARD Management WITH REGARD TO THE PRE-EMPTIVE RIGHT ON ORDINARY SHARES 8. APPROVE THE DESIGNATION OF THE EXECUTIVE BOARD Management TO PURCHASE OWN SHARES 9.1 RE-APPOINT MR. J.L. BRENTJES AS A MEMBER OF THE Management SUPERVISORY BOARD 9.2 RE-APPOINT MR. F.J. DE WIT AS A MEMBER OF THE Management SUPERVISORY BOARD 10.1 RE-APPOINT MR. S. BERGSMA AS A DIRECTOR OF STICHTING Management ADMINISTRATIEKANTOOR PREF ERENTE AANDELEN OCE 10.2 RE-APPOINT MR. J.M. BOLL AS A DIRECTOR OF STICHTING Management ADMINISTRATIEKANTOOR PREFE RENTE AANDELEN OCE 10.3 RE-APPOINT MR. L. TRAAS AS A DIRECTOR OF STICHTING Management ADMINISTRATIEKANTOOR PREFER ENTE AANDELEN OCE 11. RE-APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management - ----------------------------------------------------------------------------------------------------------------------------- SULZER AG, WINTERTHUR MIX Meeting Date: 04/15/2005 Issuer: H83580128 ISIN: CH0002376454 BLOCKING SEDOL: 4854719, 5263563 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- SULZER AG, WINTERTHUR OGM Meeting Date: 04/15/2005 Issuer: H83580128 ISIN: CH0002376454 BLOCKING SEDOL: 4854719, 5263563 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216878, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL Management STATEMENTS AND THE FINAN CIAL STATEMENTS 2004: REPORT OF THE AUDITORS AND THE GROUP AUDITORS 2. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 4. ELECT THE BOARD OF THE DIRECTORS Management 5. ELECT THE AUDITORS AND THE GROUP AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- EFG EUROBANK ERGASIAS SA AGM Meeting Date: 04/18/2005 Issuer: X1898P101 ISIN: GRS323013003 BLOCKING SEDOL: 5654316, 5674626 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE STOCK OPTION PLAN AS PER THE REGULATIONS Management OF ARTICLE 13 PARAGRAPH 9 COD LAW 2190/1920 AS IN FORCE, TO THE PERSONNEL AND TO THE BOARD OF DIRECTOR MEMBERS OF THE BANK AND THE ASSOCIATED COMPANIES - ----------------------------------------------------------------------------------------------------------------------------- HENKEL KGAA OGM Meeting Date: 04/18/2005 Issuer: D32051126 ISIN: DE0006048432 SEDOL: 4420314, 4420518, 5076705, 5084924, 5084946, 7159143 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY; YOU MAY APPLY FOR AN ENTRANCE CARD. THANK YOU. * PLEASE NOTE THAT THIS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT, AND APPROVE THE 2004 FINANCIAL STATEMENTS 2. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Non-Voting THE DISTRIBUTABLE PROFIT OF EUR 184,586,207.50 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.24 PER ORDINARY SHA RE, PAYMENT OF A DIVIDEND OF EUR 1.30 PER PREFERRED SHARE AND THE EX-DIVIDEND AND PAYABLE DATE 19 APR 2005 3. RATIFY THE ACTS OF THE GENERAL PARTNERS Non-Voting 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5. RATIFY THE OF THE SHAREHOLDERS COMMITTEE Non-Voting 6. APPOINT KPMG DEUTSCHE TREUHANDGESELLSCHAFT AG, Non-Voting WIRTSCHAFTSPRUEFUNGSGESELLSCHAF T, BERLIN/FRANKFURT, AS THE AUDITORS OF THE ANNUAL FINANCIAL STATEMENTS AND TH E CONSOLIDATED FINANCIAL STATEMENTS FOR FY 2005 7. ELECT DR. SIMONE BAGEL-TRAH AS A MEMBER OF THE Non-Voting SHAREHOLDERS COMMITTEE 8. ELECT DR. FRIDERIKE BAGEL AS A MEMBER OF THE Non-Voting SUPERVISORY BOARD 9. AUTHORIZE THE GENERAL PARTNERS TO ACQUIRE ORDINARY Non-Voting AND PREFERRED SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARES CAPITAL AT PRICE NOT DEVIATING MORE THAN 1 0% FROM THE MARKET PRICE OF THE SHARES ON OR BEFORE 17 OCT 2006; AND TO USE TH E SHARES WITHIN THE SCOPE OF THE COMPANY S STOCK INCENTIVE PLAN, AND IN CONNEC TION WITH THE MERGERS AND ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER O THER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, AND TO RETIRE THE SH ARES 10. APPROVE THE REMUNERATION FOR THE MEMBERS OF THE Non-Voting SUPERVISORY BOARD AND THE SHAR EHOLDERS COMMITTEE AND THE CORRESPONDENT AMENDMENTS TO THE ARTICLES OF ASSOCI ATION, EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL REMUN ERATION OF EUR 20,000 AND A PROFIT-RELATED REMUNERATION OF UP TO EUR 50,000, T HE CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES, THE SE AMOUNTS; FURTHERMORE, EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE AN ATTENDANCE FEE OF EUR 500 PER BOARD MEETING; AND EACH MEMBER OF THE SHAREHOLD ERS COMMITTEE SHALL RECEIVE A FIXED REMUNERATION OF EUR 50,000 AND A PROFIT-R ELATED REMUNERATION OF UP TO EUR 50,000, THE CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN AND ONE AND A HALF TIMES, THESE AMOUNTS; MEMBERS OF ONE OR MO RE COMMITTEES AS PER SECTION 32 OF THE ARTICLES OF ASSOCIATION SHALL RECEIVE A N ADDITIONAL REMUNERATION EQUAL TO THE TOTAL ANNUAL REMUNERATION FOR A MEMBER OF THE SHAREHOLDERS COMMITTEE, CHAIRMAN OF SUCH COMMITTEES SHALL RECEIVE TWIC E THIS AMOUNT * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. THANK YOU . - ----------------------------------------------------------------------------------------------------------------------------- VIVENDI UNIVERSAL OGM Meeting Date: 04/18/2005 Issuer: F7063C114 ISIN: FR0000127771 BLOCKING SEDOL: 4834777, 4841379, 4859587, 4863470 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, APPROVES THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRE SENTED TO THE MEETING O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-40 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVE TO APPROPRIA TE THE PROFITS OF EUR 1,227,292,200.00 AS FOLLOWS: LEGAL RESERVE: EUR 61,364, 610.00, GLOBAL DIVIDEND: EUR 643,574,618.00, CARRY FORWARD ACCOUNT: EUR 522,35 2,972.00; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.60 PER SHARE, THIS DIVIDEND WILL BE PAID ON 04 MAY 2005, THE SUM OF EUR 3,251,101.00 CORRES PONDING TO THE AMOUNT OF THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS, REGIS TERED IN THE INDIVIDUAL ACCOUNTS ON 21 DEC 2004, WILL BE TRANSFERRED TO THE OT HER RESERVES ACCOUNT, AS REQUIRED BY LAW E.5 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD O.6 RECEIVE THE BOARD OF DIRECTORS REPORT AND ADOPT Management THE TEXT OF THE NEW ARTICLES O F ASSOCIATION WHICH WILL GOVERN HENCE FORTH THE COMPANY O.7 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, TO THE EXECUTIVE COMMITTEE, TO INCREASE IN ONE OR MORE TRANSACTION S, IN FRANCE OR ABROAD, WITH SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000 .00, BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY AS WELL AS ANY KIND OF S ECURITIES GIVING ACCESS BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY AUTHOR ITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES THE DELEGATION S ET FORTH IN RESOLUTION NUMBER 17 AND GIVEN BY THE GENERAL MEETING OF 29 APR 20 03 O.8 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION Management NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RI GHTS, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY AS WELL AS SECURITIES GIVING AC CESS BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY, THIS AMOUNT SHALL COUNT A GAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRE S AT THE END OF 26 MONTHS IT CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 18 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003; IN ALL CASES, THE AMOUNT OF THE CAPITAL INCREASES REALIZED ACCORDING TO THE PRESENT R ESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7 O.9 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO INCREASE WITHIN THE LIMIT OF THE GLOBAL CEILING SET IN THE RESOLUTION NUMBER O.7, THE NUMBER OF SHARES, EQUITY SECURIT IES OR SECURITIES TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE, WITH OR WI THOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AFTER 26 MONTHS E.10 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE ALL POWERS IN ORDER TO INCREASE THE SHARE C APITAL, IN ONE OR MORE TRANSACTIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,00 0,000.00, BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR OTHERS , TO BE CARRIED OUT THROUGH THE ALLOTMENT OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 19 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003 O.11 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN ONE OR MO RE TRANSACTIONS, IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A CO MPANY SAVINGS PLAN, WITH THE ISSUE OF SHARES TO BE PAID UP IN CASH; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED 1. 5% OF THE SHARE CAPITAL; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 21 AND GIVEN BY T HE GENERAL MEETING OF 23 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE CAPITA L INCREASES REALIZED ACCORDING TO THE PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7; GRANT ALL POWERS TO THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, TO THE E XECUTIVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE, ALL POWERS TO GRANT, IN ONE OR MORE TRANSA CTIONS, TO OFFICERS, SENIOR MANAGERS, SENIOR EXECUTIVES OR EXCEPTIONALLY NON-E XECUTIVE EMPLOYEES OF THE GROUP VIVENDI UNIVERSAL, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT EXCEED 2.5% OF THE SHARE CAPITAL; AUTHORI TY EXPIRES AT THE END OF 36 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLAC ES, FOR THE PERIOD UNUSED THE DELEGATION SET FORTH IN RESOLUTION 20 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE CAP ITAL INCREASE REALIZED ACCORDING TO THE PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7, AUTHORISE THE BOARD OF DIREC TORS, OR IF THE RESOLUTIONS NUMBERS 5 AND 5 ARE ADOPTED TO THE EXECUTIVE COMM ITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE S O.13 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO PROCEED, IN ONE OR MORE TRANSACTIONS TO THE ALLOTMENT OF ORDINARY BONUS SHARES IN ISSUE OR TO BE ISSUED; THE MAXIMUM N UMBER OF SHARES GRANTED WILL NOT EXCEED 5% OF THE SHARE CAPITAL; AUTHORITY EX PIRES AT THE END OF 36 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RE SOLUTIONS NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.14 AUTHORIZE IF THE RESOLUTION NUMBER O.30 IS APPROVED, Management THE BOARD OF DIRECTORS, O R IF THE RESOLUTION NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CON NECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.15 APPOINT MR. JEAN RENE FOURTOU AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS O.16 APPOINT MR. CLAUDE BEBEAR AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.17 APPOINT MR. GERARD BREMOND AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD 3 YEARS O.18 APPOINT MR. FERNANDO FALCO AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS O.19 APPOINT MR. PAUL FRIBOURG AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.20 APPOINT MR. GABRIEL HAWAWINI AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 1 YEAR O.21 APPOINT MR. HENRI LACHMANN AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS O.22 APPOINT MR. RODOCANACHI AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 3 YEARS O.23 APPOINT MR. KAREL VAN MIERT AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.24 APPOINT MRS. SARAH FRANK AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.25 APPOINT MR. PATRICK KRON AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.26 APPOINT MR. ANDRZEJ OLECHOWSKI AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERI OD OF 4 YEARS O.27 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management TO THE SUPERVISORY BOAR D O.28 APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management ALUSTRO-REYDEL AS THE STATU TORY AUDITOR FOR A PERIOD OF 6 YEARS O.29 APPOINT MR. SAN CLAUDE REYDEL IN REPLACEMENT Management OF MR. HUBERT LUNEAU AS A DEPUT Y AUDITOR FOR A PERIOD OF 6 YEARS O.30 AUTHORIZE THE BOARD OF DIRECTORS OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE COMMITTEE TO TRADE IN THE COMPANY S SHARES ON THE STO CK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 40.00 THE PURCHASE AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE PRICE OF EUR 24.0 0 PER SHARE, WILL NOT EXCEED EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE E ND OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES FOR THE REMAININ G PERIOD, THE DELEGATION GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE THE BO ARD OF DIRECTORS, OR IF THE RESOLUTIONS NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESS ARY FORMALITIES O.31 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTAC T YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DET AILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAV E BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FO RWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTE D THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL C USTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE TH AT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS T O SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ALPHA BANK SA AGM Meeting Date: 04/19/2005 Issuer: X1687N119 ISIN: GRS015013006 BLOCKING SEDOL: 4235864, 5437517, B06G6X6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. SUBMISSION AND APPROVAL OF THE BALANCE SHEET Management AS OF 31.12.2004 AND THE ANNUAL F INANCIAL STATEMENTS TOGETHER WITH THE RELEVANT REPORTS OF THE BOARD OF DIRECTO RS AND THE AUDITORS 2. DISCHARGE OF BOARD OF DIRECTORS AND THE AUDITORS Management FROM ANY LIABILITY FOR THE FI NANCIAL YEAR 2004 3. ELECTION OF AUDITORS, REGULAR AND ALTERNATE, Management FOR THE FINANCIAL YEAR 2005 AND A PPROVAL OF THEIR REMUNERATION 4. RATIFICATION OF THE ELECTION OF A NEW MEMBER Management OF THE BOARD OF DIRECTORS FOLLOWI NG THE RESIGNATION OF A MEMBER 5. ELECTION OF A NEW BOARD OF DIRECTORS DUE TO EXPIRATION Management OF ITS TERM AND APPOINT MENT OF INDEPENDENT MEMBERS 6. APPROVAL OF BOARD OF DIRECTORS FEES Management 7. APPROVAL OF A SHARE REPURCHASE SCHEME ACCORDING Management TO PARAGRAPH 5, ARTICLE 16 OF CODIFIED LAW 2190/1920 8. ISSUE OF NEW BONUS SHARES FOLLOWING THE DECREASE Management OF THE PAR VALUE OF THE OUTST ANDING SHARES OF THE BANK AND CAPITALIZATION OF RESERVES. ADAPTATION OF ARTICL E 5 OF THE BANK S ARTICLES OF INCORPORATION REGARDING THE BANK S SHARE CAPITAL , DUE TO THE AFOREMENTIONED SHARE CAPITAL INCREASE AND ANNOUNCEMENT OF ADAPTAT ION OF THE BANK S SHARE CAPITAL FOLLOWING THE EXERCISE OF STOCK OPTION RIGHTS. GRANT OF AN IRREVOCABLE AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE SETTL EMENT OF POTENTIAL FRACTIONAL RIGHTS 9. APPROVAL OF A STOCK OPTION SCHEME IN FAVOR OF Management EXECUTIVE MEMBERS OF THE BOARD O F DIRECTORS AND MANAGERIAL EXECUTIVES OF THE BANK, INCLUDING AFFILIATED WITH T HE BANK COMPANIES, FOR THE OBTAINMENT OF ALPHA BANK SHARES (PARAGRAPH 9, ARTIC LE 13 OF CODIFIED LAW 2190/1920) 10. GRANT OF AUTHORIZATION, ACCORDING TO PARAGRAPH Management 1, ARTICLE 23 OF CODIFIED LAW 2 190/1920, TO MEMBERS OF THE BOARD OF DIRECTORS, THE GENERAL MANAGEMENT OR MANA GERS TO PARTICIPATE IN THE BOARD OF DIRECTORS OR IN THE MANAGEMENT OF GROUP CO MPANIES HAVING SIMILAR PURPOSES - ----------------------------------------------------------------------------------------------------------------------------- EDISON SPA AGM Meeting Date: 04/19/2005 Issuer: T3552V114 ISIN: IT0003152417 BLOCKING SEDOL: 7513578, 7519822 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 20 APR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004; RESOLUTIONS RELATED THERE TO 2. APPOINT THE BOARD OF DIRECTORS; RESOLUTIONS RELATED Management THERETO 3. APPOINT THE INTERNAL AUDITORS; RESOLUTIONS RELATED Management THERETO 4. APPOINT THE EXTERNAL AUDITORS FOR BALANCE SHEET Management AND CONSOLIDATED BALANCE SHEET REPORTS AUDITING AND ACCOUNTING REVIEW FOR YEARS 2005/2006/2007; RESOLUTIONS RELATED THERETO * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- SCHRODERS PLC AGM Meeting Date: 04/19/2005 Issuer: G7860B102 ISIN: GB0002405495 SEDOL: 0240549 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For REPORTS 2. APPROVE THE FINAL DIVIDEND OF 13.5 PENCE PER Management For ORDINARY AND NON-VOTING ORDINARY SHARES 3. APPROVE THE REMUNERATION REPORT Management For 4. ELECT MR. ANDREW BEESON AS A DIRECTOR Management For 5. RE-ELECT MR. GEORGE MALLINCKRODT AS A DIRECTOR Management For 6. RE-ELECT MR. BRUNO SCHRODER AS A DIRECTOR Management For 7. RE-ELECT MR. JONATHAN ASQUITH AS A DIRECTOR Management For 8. RE-ELECT MR. MICHAEL DOBSON AS A DIRECTOR Management For 9. RE-ELECT SIR PETER JOB AS A DIRECTOR Management For 10. RE-ELECT MR. MASSIMO TOSATO AS A DIRECTOR Management For 11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY 12. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For THE AUDITORS S.13 GRANT AUTHORITY OF 14,750,000 SHARES FOR MARKET Management For PURCHASE - ----------------------------------------------------------------------------------------------------------------------------- VNU NV, HAARLEM AGM Meeting Date: 04/19/2005 Issuer: N93612104 ISIN: NL0000389872 BLOCKING SEDOL: 2552189, 4970950, 5002476, 5088603, 5335020 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 12 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management 3.A APPROVE THE ESTABLISHMENT OF ANNUAL ACCOUNTS 2004 Management 3.B GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management BOARD FOR MANAGEMENT CONDUCTE D IN 2004 3.C GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management BOARD FOR SUPERVISION EXERCI SED 3.D APPROVE THE ANNUAL REPORT AND THE ANNUAL ACCOUNTS Management IN THE ENGLISH LANGUAGE AS F ROM 2005 4.A APPROVE THE EXPLANATION DIVIDEND AND THE RESERVATION Management POLICY 4.B APPROVE THE DIVIDEND PROPOSAL Management 5. AUTHORIZE THE BOARD OF MANAGEMENT TO PURCHASE Management THE COMPANY S OWN SHARES 6.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY Management SHARES ON 7% PREFERENCE SH ARES 6.B AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management SHARES B 6.C AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE PREFERENTIAL Management SHARES A 6.D AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management OR EXCLUDE THE PRE-EMPTIVE RIGHT 7. RE-APPOINT AN EXTERNAL AUDITOR Management 8. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management BOARD OF MANAGEMENT 9. APPOINT MR. A. VAN ROSSUM AS THE MEMBER OF THE Management SUPERVISORY BOARD AS FROM 19 AP R 2005 10. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Management SUPERVISORY BOARD 11. ANNOUNCEMENTS AND QUESTIONS Management 12. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- WOODSIDE PETROLEUM LTD AGM Meeting Date: 04/19/2005 Issuer: 980228100 ISIN: AU000000WPL2 SEDOL: 0979962, 5710456, 6979728, B05PPD7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE FINANCIAL REPORT OF THE Non-Voting Non-Vote Proposal COMPANY AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31 DEC 2004 2. ELECT MR. ANDREW JAMIESON AS A DIRECTOR, IN ACCORDANCE Management For WITH THE RULE 75(C) OF THE COMPANY S CONSTITUTION 3. ADOPT THE WOODSIDE PETROLEUM LTD. EXECUTIVE INCENTIVE Management Against PLAN - ----------------------------------------------------------------------------------------------------------------------------- ZURICH FINANCIAL SERVICES, ZUERICH AGM Meeting Date: 04/19/2005 Issuer: H9870Y105 ISIN: CH0011075394 BLOCKING SEDOL: 0885768, 2744157, 4626134, 5983816 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- ZURICH FINANCIAL SERVICES, ZUERICH OGM Meeting Date: 04/19/2005 Issuer: H9870Y105 ISIN: CH0011075394 BLOCKING SEDOL: 0885768, 2744157, 4626134, 5983816 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 213072, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS.THANK YOU 1. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management STATEMENTS AND THE CONSOLIDATE D FINANCIAL STATEMENTS FOR 2004 2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management OF ZURICH FINANCIAL SERVICES F OR 2004 3. APPROVE TO REDUCE THE SHARE CAPITAL, REPAYMENT Management OF REDUCTION IN NOMINAL VALUE, AND CHANGES TO THE ARTICLES OF INCORPORATION 4. AMEND THE ARTICLES OF INCORPORATION Management 5. GRANT RELEASE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE GROUP EXECUTIVE COMMITTEE 6.1.1 ELECT MR. MANFRED GENTZ AS A BOARD OF DIRECTOR Management 6.1.2 RE-ELECT MS. ROSALIND GILMORE AS A BOARD OF DIRECTOR Management 6.1.3 RE-ELECT MR. DANA MEAD AS A BOARD OF DIRECTOR Management 6.1.4 RE-ELECT MR. GERHARD SCHULMEYER AS A BOARD OF Management DIRECTOR 6.2.1 RE-ELECT PRICEWATERHOUSECOOPERS LIMITED, ZURICH, Management AS THE STATUTORY AUDITORS AND THE GROUP AUDITORS 6.2.2 RE-ELECT OBT AG, ZURICH, AS THE SPECIAL AUDITOR Management ACCORDING TO THE ARTICLE 25 PA RAGRAPH 3 OF THE ARTICLES OF INCORPORATION - ----------------------------------------------------------------------------------------------------------------------------- ANGLO AMERICAN PLC AGM Meeting Date: 04/20/2005 Issuer: G03764100 ISIN: GB0004901517 SEDOL: 0490151, 2947473, 5699663, 6152972, 6367709, 6382058, 7116784 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS COMPRISING Management For THE CONSOLIDATED FINANCI AL STATEMENTS OF THE ANGLO AMERICAN GROUP AND THE UNCONSOLIDATED FINANCIAL STA TEMENTS OF ANGLO AMERICAN PLC INCORPORATED THEREIN AND THE REPORTS OF THE DIRE CTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 51 US CENTS PER ORDINARY Management For SHARE, WHICH, TOGETHER WI TH THE ITERIM DIVIDEND DECLARED IN AUGUST AND PAID IN SEPTEMBER 2004, WILL RES ULT IN A TOTAL DIVIDEND IN RESPECT OF THE YE 31 DEC 2004 OF 70 US CENTS PER OR DINARY SHARE 3. ELECT MR. R. MEDORI AS A DIRECTOR WITH EFFECT Management For FROM 01 JUN 2005, IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4. ELECT MR. R.C. ALEXANDER AS A DIRECTOR, IN ACCORDANCE Management For WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION OF THE COMPANY 5. ELECT MR. D.A. HATHOM AS A DIRECTOR, IN ACCORDANCE Management For WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 6. ELECT MR. S.R. THOMPSON AS A DIRECTOR, IN ACCORDANCE Management For WITH THE PROVISIONS OF TH E ARTICLES OF ASSOCIATION OF THE COMPANY 7. RE-ELECT MR. R.M. GODSELL AS A DIRECTOR, IN ACCORDANCE Management For WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 8. RE-ELECT MR. A.J. TRAHAR AS A DIRECTOR, IN ACCORDANCE Management For WITH THE PROVISIONS OF T HE ARTICLES OF ASSOCIATION OF THE COMPANY 9. RE-ELECT PROFESSOR K.A.L.M. VAN MIERT AS A DIRECTOR, Management For IN ACCORDANCE WITH THE PR OVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 10. RE-APPOINT DELOITTE & TOUCHE LLP AUDITORS FOR Management For THE ENSUING YEAR 11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 12. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 SET OUT IN T HE ANNUAL REPORT 13. APPROVE THAT THE AUTHORITY TO ALLOT RELEVANT Management For SECURITIES CONFERRED ON THE DIREC TORS BY ARTICLE 9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED UNTIL THE DATE OF THE AGM IN 2006 UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 248,500,0 0 497 MILLION ORDINARY SHARES S.14 APPROVE THAT SUBJECT TO THE PASSING OF ORDINARY Management For RESOLUTION 13, THE POWER TO AL LOT EQUITY SECURITIES WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE 9. 3 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD REFERRED TO IN SUCH RESOLUTION UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 37,250,000 74. 5 MILLION ORDINARY SHARES S.15 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF 149 MILLION ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF USD 0.50 AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATI ONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF T HE AGM OF THE COMPANY IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART LY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- ARNOLDO MONDADORI EDITORE SPA, MILANO OGM Meeting Date: 04/20/2005 Issuer: T6901G126 ISIN: IT0001469383 BLOCKING SEDOL: 4084895, 4087087 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004, THE BOARD OF DIRECTORS RE PORTS ON THE MANAGEMENT ACTIVITY AND THE INTERNAL AUDITORS REPORTS; RESOLUTION S RELATED THERE TO; AND THE CONSOLIDATED BALANCE SHEET REPORTS AS OF 31 DEC 20 04 2. GRANT AUTHORITY TO BUY OWN SHARES AND DISPOSE Management OF THEM, AS PER THE ARTICLE 2357 AND ARTICLE 2357-TER OF ITALIAN CIVIL CODE - ----------------------------------------------------------------------------------------------------------------------------- ARRIVA PLC AGM Meeting Date: 04/20/2005 Issuer: G05161107 ISIN: GB0002303468 SEDOL: 0230346, B05HRY8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE ACCOUNTS FOR THE YE 31 DEC 2004, TOGETHER Management For WITH THE REPORTS OF THE DI RECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004, Management For ON THE ORDINARY SHARES OF THE COMPANY OF 14.07P PER SHARE 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 4. ELECT SIR. RICHARD BROADBENT AS A DIRECTOR OF Management For THE COMPANY 5. RE-ELECT MR. S.P. LONSDALE AS A DIRECTOR, WHO Management For RETIRES BY ROTATION UNDER THE TE RMS OF THE ARTICLES OF ASSOCIATION 6. RE-ELECT MR. S.J. CLAYTON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION UNDER THE TER MS OF THE ARTICLES OF ASSOCIATION 7. RE-ELECT MR. D.R. MARTIN AS A DIRECTOR, WHO RETIRES Management For BY ROTATION UNDER THE TERM S OF THE ARTICLES OF ASSOCIATION 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY AND AUTHO RIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION 9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT AND GRANT RIGHTS FOR RELEVANT SECURITIES SECTION 80 OF THE AC T OF THE COMPANY UP TO A MAXIMUM NOMINAL AMOUNT EQUAL TO THE NOMINAL AMOUNT O F THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE 5TH ANNIVERSARY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES OR G RANT ANY SUCH RIGHT AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO THE GENERAL Management For AUTHORITY CONFERRED BY AN ORD INARY RESOLUTION PASSED AT THE AGM OF THE COMPANY HELD ON 27 APR 2001 AND UNDE R SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PU RSUANT TO THE AUTHORITY CONFERRED OR WHERE THE EQUITY SECURITIES ARE HELD BY T HE COMPANY AS TREASURY SHARES, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS S ECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) PURSUANT TO A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE OFF ER IN FAVOR OF ORDINARY SHAREHOLDERS; B) PURSUANT TO THE ARRIVA PLC EXECUTIVE SHARE OPTION SCHEME, THE ARRIVA PLC SHARE INCENTIVE SCHEME, THE ARRIVA PLC LON G TERM INCENTIVE PLAN 2000 AND THE ARRIVA PLC SHARE INCENTIVE PLAN 2004 OF EQU ITY SECURITIES TO AN AGGREGATE NOMINAL AMOUNT OF GBP 489,374; AUTHORITY EXPIRE S THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE COMPANY MAY MAKE AN OFFER OR AGREEMENT, BEFORE SUCH EXPIRY, WHICH WOUL D OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY E.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES ACT 1985 ON THE LONDON STOCK EXCHANGE OF UP TO 29,362,485 ORDINARY SHARES OF 5P EACH IN ITS CAPITAL, AT A MINIMUM PRICE OF 5P PER SHARE AND UP TO 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS AS DERIVED FROM THE STOCK EXCHANGE OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARL IER OF THE CONCLUSION OF THE NEXT AGM OR 20 JUL 2006 - ----------------------------------------------------------------------------------------------------------------------------- AXA, PARIS OGM Meeting Date: 04/20/2005 Issuer: F06106102 ISIN: FR0000120628 BLOCKING SEDOL: 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management AND THE GENERAL REPORT OF THE ST ATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR T HE YEAR CLOSED ON 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management AND THE STATUTORY AUDITORS; APP ROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM PRESENT ED TO THE MEETING O.3 APPROVE THE PROFITS FOR THE FY: EUR 518,959,933.00; Management PRIOR RETAINED EARNINGS: E UR 2,487,060,253.00 I. E. AN AVAILABLE AMOUNT FOR THE ALLOCATION OF THE INCOME WHICH REACHES THE SUM OF EUR 3,006,020,186.00; APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE AND RESOLVE TO APPROPRIATE THE TOTAL SO OBTAINED AS F OLLOWS: LEGAL RESERVE: EUR 25,947,997.00; GLOBAL DIVIDEND: EUR 1,164,150,944.0 0; CARRY FORWARD ACCOUNT: EUR 1,815,921,245.00; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.61 PER SHARE WITH A CUT OF EUR 0.305; THIS DIVIDEND WI LL BE PAID ON 28 APR 2005 O.4 APPROVE THAT, DUE TO THE EXCEPTIONAL TAX OF 2.5% Management ON THE SUMS APPEARING IN THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WITHIN THE LIMIT OF EUR 200 ,000,000.00, THAT AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE SPECIAL RESER VE ON LONG- TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO THE ORDINARY RES ERVE ACCOUNT; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEAS URES ACCOMPLISH ALL NECESSARY FORMALITIES O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.6 APPROVE THE RESIGNATION OF MR. THIERRY BRETON Management AS A MEMBER OF THE SUPERVISORY B OARD O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ANTHONY Management HAMILTON AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management LACHMANN AS A MEMBER OF THE S UPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management PEBEREAU AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.10 RATIFY THE APPOINTMENT OF MR. LEO APOTHEKER Management IN REPLACEMENT OF MR. ALFRED VON OPPENHEIM AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE GENERAL MEETING WHIC H WILL DELIBERATE IN 2007 UPON THE ANNUAL FINANCIAL STATEMENTS FOR LAST FISCAL YEAR O.11 APPOINT MR. JACQUES DE CHATEAUVIEUX IN REPLACEMENT Management OF MR. JACQUES CALVET AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.12 APPOINT MRS. DOMINIQUE REINICHE AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PER IOD OF 4 YEARS O.13 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,000,000.00 Management TO THE SUPERVISORY BOAR D O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management OF RESOLUTION NUMBER 11 GIV EN BY THE GENERAL MEETING OF 21 APR 2004, TO TRADE IN THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL; AUTH ORITY EXPIRES AT THE END OF 18 MONTHS ; APPROVE THAT IN CASE OF A BID UPON THE COMPANY S EQUITY SHARES SETTLED FULLY IN CASH, THE COMPANY CAN CONTINUE THE PROCEEDING OF ITS STOCK REPURCHASE PROGRAMME; THE GENERAL MEETING DELEGATES AL L POWERS TO THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management OF RESOLUTION NUMBER 14 GIV EN BY THE GENERAL MEETING OF 30 APR 2003, TO INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARE S OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECES SARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management COMPANY S CAPITAL THROUGH THE I SSUE OF COMMON SHARES OR SECURITIES THAT ENTITLE THE BEARER TO COMMON SHARES O F THE COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION RIGHT S MAINTAINED E.17 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE CAPITAL Management THROUGH THE ISSUE OF COMMON SHARES OR SECURITIES THAT ENTITLE THE BEARER TO SHARE CAPITAL OF THE COMPANY OR ONE OF ITS SUBSIDIARIES, WITH PREFERENTIAL SUBSCRIPTION RIGHTS WAIVED E.18 AUTHORIZE THE MANAGEMENT BOARD, IN THE EVENT Management THAT SHARES OR SECURITIES WITH PR EFERENTIAL SUBSCRIPTION RIGHTS WAIVED ARE ISSUED UNDER THE TERMS OF THE SEVENT EENTH RESOLUTION, TO SET THE ISSUE PRICE UNDER THE CONDITIONS DEFINED BY THE S HAREHOLDERS AND UP TO A MAXIMUM OF 10% OF THE EQUITY CAPITAL E.19 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management AMOUNT OF THE INITIAL ISSUE, IN THE EVENT THAT SHARES OR SECURITIES ARE ISSUED WITH PREFERENTIAL SUBSCRIPTION RIGHTS WAIVED OR MAINTAINED, UNDER THE TERMS SET FORTH IN THE SIXTEENTH TO TH E EIGHTEENTH RESOLUTIONS E.20 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management SHARES AND SECURITIES WITH A CL AIM TO THE COMPANY S COMMON SHARES, IN THE EVENT THAT A PUBLIC EXCHANGE OFFER IS INITIATED BY THE COMPANY E.21 AUTHORIZE THE MANAGEMENT BOARD TO INCREASE THE Management CAPITAL OF THE COMPANY THROUGH THE ISSUE OF COMMON SHARES AND SECURITIES WITH A CLAIM TO THE COMPANY S COMMON SHARES IN RETURN FOR CONTRIBUTIONS IN KIND UP TO A MAXIMUM OF 10% OF SHARE CA PITAL E.22 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE COMMON Management SHARES IN CONNECTION WITH THE I SSUE OF SECURITIES, BY SUBSIDIARIES OF THE COMPANY, WITH A CLAIM TO THE COMPAN Y S COMMON SHARES E.23 AUTHORIZE THE MANAGEMENT BOARD TO ISSUE SECURITIES Management ENTITLING THEIR BEARERS TO AN ALLOTMENT OF DEBT INSTRUMENTS AND THAT DO NOT RESULT IN AN INCREASE OF THE COMPANY S CAPITAL E.24 AUTHORIZE THE MANAGEMENT BOARD TO RESOLVE TO Management ISSUE SECURITIES SECURING IMMEDIA TE OR DEFERRED ACCESS TO THE COMPANY S SHARE CAPITAL, RESERVED FOR EMPLOYEES E NROLLED IN THE EMPLOYER SPONSORED COMPANY SAVINGS PLAN E.25 AUTHORIZE THE MANAGEMENT BOARD TO FREELY ALLOT Management SHARES TO EMPLOYEES OF THE COMP ANY E.26 GRANT AUTHORITY TO GRANT STOCK PURCHASE AND/OR Management STOCK SUBSCRIPTION OPTIONS E.27 AUTHORIZE THE MANAGEMENT BOARD TO REDUCE CAPITAL Management THROUGH THE CANCELLATION OF S HARES E.28 AMEND THE BY-LAWS TO REFLECT CHANGES IN THE THRESHOLD Management FOR OWNERSHIP OF VOTING RIGHTS WITH RESPECT TO REGULATED AGREEMENTS E.29 AMEND THE ARTICLE 12 OF THE BYLAWS, TO STIPULATE Management THAT THE CONSENT OF THE SUPER VISORY BOARD IS REQUIRED PRIOR I) THE IMPLEMENTATION OF STOCK OPTION PLAN OF A NY KIND AND II) THE GRANTING OF FREE ALLOTMENTS OF SHARES E.30 GRANT AUTHORITY TO COMPLY WITH ALL FORMAL REQUIREMENTS Management IN CONNECTION WITH THIS MEETING * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. - ----------------------------------------------------------------------------------------------------------------------------- BANCO BPI SA, PORTO AGM Meeting Date: 04/20/2005 Issuer: X04608109 ISIN: PTBPI0AM0004 BLOCKING SEDOL: 4072566, 5721759, 5788163 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE 2004 REPORT AND RESULTS AND THE 2004 Management CONSOLIDATED REPORT AND RESUL TS 2. APPROVE THE PROFIT S APPROPRIATION Management 3. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management S MANAGEMENT AND AUDITING 4. ELECT THE MEMBERS OF THE CORPORATE BOARDS FOR Management THE NEXT 3 YEARS 5. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management * PLEASE NOTE THAT 1000 MINIMUM SHARES HAVE 1 VOTING Non-Voting RIGHT. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- CARREFOUR SA MIX Meeting Date: 04/20/2005 Issuer: F13923119 ISIN: FR0000120172 BLOCKING SEDOL: 4182982, 5641567, 5660249, 5766750, 7164095 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 221840 DUE TO THE CHANGE I N MEETING DATE AND ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS M EETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOT ICE. PLEASE ALSO NOTE THE NEW CUT-OFF DATE. THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING. ACCORDINGLY, AND GRANT P ERMANENT DISCHARGE TO THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF ITS DUTIES DURING THE SAID FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRES ENTED TO THE MEETING O.3 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management PAROMA BY CARREFOUR DATED 09 MA R 2005, UNDER WHICH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE THE TOTAL O F ITS ASSETS OF EUR 2,914,653,426.38, WITH THE CORRESPONDING TAKING-OVER OF AL L ITS LIABILITIES OF EUR 6,427,325.33, I.E. A NET WORTH OF EUR 2,908,226,101.0 5 AND APPROVE ALL THE TERMS OF THIS PROJECT TO INCREASE THE SHARE CAPITAL BY E UR 197,896,500.00, BY THE CREATION, WITH AN OVERALL SHARE PREMIUM OF EUR 2,710 ,329,601.05, OF 79,158,600 COMPANY S FULLY PAID-UP SHARES OF A PAR VALUE OF EU R 2.50 EACH, TO BE DISTRIBUTED AMONG THE SHAREHOLDERS OF THE ACQUIRED COMPANY, WITH A RATIO OF EXCHANGE OF 2,740 CARREFOUR SHARES AGAINST 3 PAROMA SHARES, B EARING AN ACCRUING DIVIDEND AS OF 01 JAN 2004, FOLLOWING THE APPROVAL OF PRESE NT RESOLUTION, THE GENERAL MEETING RECORDS THAT THE AMALGAMATION-MERGER OF PAR OMA IS DEFINITELY COMPLETED TAKING INTO ACCOUNT THAT PAROMA HELD 79,159,435 CA RREFOUR SHARES; APPROVE TO CANCEL THESE SHARES, RESULTING IN A CAPITAL DECREAS E OF EUR 197,898,585.00, SO THAT THE SHARE CAPITAL OF CARREFOUR WILL BE DECREA SED FROM EUR 1,960,695,375.00 A EUR 1,762,796,790.00 AN AMOUNT OF EUR 4,591.06 CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE TRANSFERRED TO THE SPECIAL RESE RVE ON LONG-TERM CAPITAL GAINS ACCOUNT AND THE AMOUNT OF EUR 2,658,965,388.06 CORRESPONDING TO THE DIFFERENCE BETWEEN THE NET VALUE OF THE CONTRIBUTIONS AND THE NOMINAL AMOUNT OF CARREFOUR SHARES BROUGHT BY PAROMA AND CANCELLED, SHALL BE CHARGED TO THE MERGER PREMIUM, THUS AMOUNTING TO EUR 51,359,621.93; AND AU THORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES CONSEQUENTLY, AMEND ARTICLE 6 OF ASSOCIATION CAPITAL STOCK AS FOLLOWS: THE SHARE CAPITAL IS SET AT EUR 1,762,796,790.00 AND IS DI VIDED INTO 705,118,716 SHARES, EACH OF A PAR VALUE OF EUR 2.50 EACH O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVE TO APPROPRIA TE THE LOSSES AS FOLLOWS: FOR THE 2004 FY, THE LOSS AMOUNTS TO EUR - 331,820,0 00.83 PLUS THE PRIOR RETAINED EARNINGS: EUR 1,540,040,896.94 DISTRIBUTABLE PRO FITS: EUR 1,208,220,896.11; GLOBAL DIVIDEND: EUR 662,811,593.04; CARRY FORWARD ACCOUNT: EUR 545,409,303.07; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.94 PER SHARE THIS DIVIDEND WILL BE PAID ON 22 APR 2005 AS REQUIRED BY LA W O.5 RATIFY THE APPOINTMENT OF MR. JOSE LUIS DURAN, Management AS DIRECTOR E.6 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD ACCORDINGLY, AMEND THE FOLLOWING ARTICLES OF ASSOCIATION: ARTICLE 1: NATURE OF THE COMPANY, AND REPLACE THE CURRENT ARTICLES FROM 14 TO 19 RELAT ING TO THE MANAGEMENT OF THE COMPANY O.7 AMEND ARTICLES7, 10, AND 26 OF THE ARTICLES OF Management ASSOCIATION O.8 APPOINT MR. LUC VANDEVELDE AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS O.9 APPOINT MR. COMET B.V AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 Y EARS O.10 APPOINT MR. CARLOS MARCH AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.11 APPOINT MR. JOSE LUIS LEAL MALDONADO AS A MEMBER Management OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.12 APPOINT MR. RENE ABATE AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.13 APPOINT MR. RENE BRILLET AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.14 APPOINT MR. AMAURY DE SEZE AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 4 YEARS O.15 APPOINT MRS. ANNE-CARLIE TAITTINGER AS A MEMBER Management OF THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS O.16 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 610,000.00 Management TO THE SUPERVISORY BOARD E.17 APPOINT, AS A RESULT OF THE AMALGAMATION-MERGER Management OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT AS THE STATUTO RY AUDITOR OF THE COMPANY AND ITS NEW CORPORATE NAME IS: DELOITTE ET ASSOCIES O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS MAXIMUM PURCHASE PRICE: EUR 75.00 MA XIMUM NUMBER OF SHARES TO BE TRADED: 3% OF THE REGISTERED CAPITAL AND AUTHORIZ E THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES. AUTHORITY EXPIRES AT THE END OF18 MONTHS IT CANCELS AND REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING OF 27 APR 2004 O.19 RECEIVE THE DIRECTORS REPORT, AND AUTHORIZE Management THE EXECUTIVE COMMITTEE TO FREELY ALLOCATE SHARES TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND EXECUTIVES , THE NUMBER OF SHARES SHALL NOT EXCEED 0.20% OF THE SHARE CAPITAL. AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAK E ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management SHARE CAPITAL BY CANCELLING TH E SHARES FIELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEE D 10% OF THE CAPITAL AUTHORITY EXPIRES AT THE END OF 18 MONTHS IT CANCELS AN D REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING OF 27 APR 2004 E.21 APPROVE TO TRANSFER TO THE EXECUTIVE COMMITTEE Management THE DELEGATION OF AUTHORITY PRE VIOUSLY GIVEN TO THE BOARD OF DIRECTORS IN ORDER TO GRANT, IN ONE OR MORE TRAN SACTIONS, OPTIONS GIVING THE RIGHT TO PURCHASE COMPANY S SHARES TO THE PROFIT OF COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR OFFICERS, ON THE CONDITIONS SET FORTH IN RESOLUTION 15 OF THE EGM OF 27 APR 2004 E.22 APPROVE THE POWERS FOR FORMALITIES Management * PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting ON 11 APR 2005 HAS BEEN POSTPONE D TO 20 APR 2005. PLEASE ALSO NOTE THE CUTOFF DATE. IF YOU HAVE ALREADY SENT I N YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- GAS NATURAL SDG SA, BARCELONA OGM Meeting Date: 04/20/2005 Issuer: E5499B123 ISIN: ES0116870314 SEDOL: 5650422, 5727843 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS, AS WELL AS THE MANAGEMENT REPORT OF BOTH GAS NATURAL SDG, SOC IEDAD ANONIMA, AND ITS CONSOLIDATED GROUP; THE APPLICATION OF PROFITS; THE MAN AGEMENT OF THE BOARD OF DIRECTORS; ALL THE FOREGOING WITH REFERENCE TO THE YEA R 2004 2. APPROVE TO TRANSFER THE APPROPRIATE FUNDS FROM Management For THE ACCOUNT CALLED PREVISION PO R LIBERATAD DE AMORTIZACION, AN ACCOUNT MAINTAINED IN ANTICIPATION OF VOLUNTAR Y DEPRECIATION, AS PER THE ROYAL DECREE 2.1985 DATED 30 APR, REAL DECRETO LEY 2.1985, TO THE VOLUNTARY RESERVE ACCOUNT 3. AMEND THE ARTICLE 33 OF THE ARTICLES OF ASSOCIATION Management For 4. APPROVE TO AMEND THE RULES AND REGULATIONS OF Management For THE GENERAL MEETING: 1) ARTICLE 9: ATTENDING RIGHT; TO REDUCE THE MINIMUM NUMBER OF SHARES GIVING RIGHT TO ATT END THE GENERAL MEETING; 2) THE ARTICLE 8: PROXY VOTING; 3) AND THE ARTICLE 20 .3: VOTING IN ABSENTIA 5. APPROVE THE CONFIRMATION, APPOINTMENT, REAPPOINTMENT Management For OR REELECTION OF DIRECTOR S AND, SETTING OF THEIR NUMBER 6. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE DERIVATIVE ACQUISITION OF OW N SHARES, EITHER DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE TERMS AGREED BY THE GENERAL MEETING AND WITHIN THE LIMITS AND REQUIREMENTS PROVIDED BY LAW, RENDERING VOID THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD ON 14 AP R 2004 7. RE-APPOINT PRICEWATERHOUSECOOPERS AUDITORS, SOCIEDAD Management For LIMITADA, AS THE AUDITORS OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE YEAR 2006 8. APPROVE TO DELEGATE THE POWERS TO COMPLEMENT, Management For DEVELOP, EXECUTE AND AMEND THE R ESOLUTIONS ADOPTED BY THE GENERAL MEETING, AS WELL AS FOR THEIR PUBLIC RECORDI NG * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 21 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- GRUPPO EDITORIALE L'ESPRESSO SPA, ROMA AGM Meeting Date: 04/20/2005 Issuer: T52452124 ISIN: IT0001398541 BLOCKING SEDOL: 5836103, 5836200 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 21 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE BALANCE SHEET AS OF 31 DEC 2005, Management BOARD OF DIRECTORS MANAGEMENT RE PORT, INTERNAL AND EXTERNAL AUDITORS REPORT AND THE RESOLUTIONS RELATED THERE TO 2. APPOINT 1 MEMBER OF THE BOARD OF DIRECTORS Management 3. APPROVE TO REVOKE THE BOARD OF DIRECTORS EMPOWERMENT Management TO BUY OWN SHARES AND TO DELIBERATE ON NEW JURISDICTION * PLEASE NOTE THAT THIS IS AN OGM.THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- HANSON PLC AGM Meeting Date: 04/20/2005 Issuer: G4286E109 ISIN: GB0033516088 SEDOL: 3351608 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDITO RS FOR THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT AS SET OUT IN Management For THE ANNUAL REPORT AND FORM 20-F FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 12.80 PENCE PER ORDINARY Management For SHARE PAYABLE ON 29 APR 2 005 TO THE SHAREHOLDERS AT THE CLOSE OF BUSINESS ON 08 APR 2005 4.a RE-ELECT MR. G. DRANSFIELD AS A DIRECTOR Management For 4.b RE-ELECT MR. J.C. NICHOLLS AS A DIRECTOR Management For 4.c RE-ELECT THE BARONESS NOAKES DBE AS A DIRECTOR Management For 4.d RE-ELECT MR. J.W. LENG AS A DIRECTOR Management For 4.e RE-ELECT MR. M.W. WELTON AS A DIRECTOR Management For 5. RE-APPOINT ERNEST & YOUNG LLP AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS TO D ETERMINE THEIR REMUNERATION 6.a AUTHORIZE THE DIRECTORS, IN ACCORDANCE AND SUBJECT Management For TO THE TERMS OF THE ARTICLE S 4.2 AND 4.4 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECU RITIES UP TO AN AGGREGATE AMOUNT OF GBP 24,550,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006 UNLESS RENEWED, VARIED OR REVOKED BY THE COMPANY PRIOR TO SUCH EXPIRY S.6.b AUTHORIZE THE DIRECTORS, IN ACCORDANCE AND SUBJECT Management For TO THE TERMS OF THE ARTICLE S 4.3 AND 4.4 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURI TIES WHOLLY FOR CASH UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,680,000; AUTH ORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006 S.7 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 73.6 MILLION ORDINARY SHARES OF 10P EACH IN THE COMPANY, AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OV ER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE A GM IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE O RDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIR Y S.8 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY Management For DELETING ARTICLE 143 AND REPLAC ING IT WITH THE NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- HEINEKEN NV AGM Meeting Date: 04/20/2005 Issuer: N39427211 ISIN: NL0000009165 BLOCKING SEDOL: 7792559 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 13 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. APPROVE THE REPORT FOR THE FY 2004 Management 2. ADOPT THE FINANCIAL STATEMENTS 2004 Management 3. APPROVE THE RESERVE AND THE DIVIDEND POLICY Management 4. APPROVE THE PROFIT APPROPRIATION Management 5. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 6. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 7. AMEND THE ARTICLES OF ASSOCIATION Management 8. ADOPT THE REMUNERATION POLICY FOR THE BOARD OF Management MANAGEMENT 9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR THE Management BOARD OF MANAGEMENT 10. AUTHORIZE THE BOARD OF MANAGEMENT TO REPURCHASE Management THE SHARES OF THE COMPANY 11. AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE RIGHTS Management TO SHARES AND TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS 12.1 APPOINT A MEMBER OF THE SUPERVISORY BOARD Management 12.2 APPOINT A MEMBER OF THE SUPERVISORY BOARD Management 13. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 14. APPROVE THE CORPORATE GOVERNANCE Management 15. APPROVE THE OFFICIAL LANGUAGE OF THE ANNUAL REPORT Management * CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- HEINEKEN NV AGM Meeting Date: 04/20/2005 Issuer: N39427211 ISIN: NL0000009165 BLOCKING SEDOL: 7792559 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * OPENING Non-Voting 1. APPROVE THE REPORT FOR THE FY 2004 Management 2. ADOPT THE BALANCE SHEET AS AT 31 DEC 2004, THE Management PROFIT AND LOSS ACCOUNT FOR THE YEAR 2004 AND THE NOTES THERETO 3. APPROVE THE RESERVE AND DIVIDEND POLICY Management 4. APPROVE THE DECISION ON THE APPROPRIATION OF Management THE BALANCE OF THE PROFIT AND LOS S ACCOUNT IN ACCORDANCE WITH ARTICLE 12, PARAGRAPH 4, OF THE COMPANY S ARTICLE S OF ASSOCIATION 5. GRANT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE Management BOARD 6. GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management BOARD 7. AMEND THE ARTICLES OF ASSOCIATION Management 8. ADOPT THE REMUNERATION POLICY FOR THE EXECUTIVE Management BOARD 9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR THE Management EXECUTIVE BOARD 10. AUTHORIZE THE EXECUTIVE BOARD TO REPURCHASE OWN Management SHARES 11. AUTHORIZE THE EXECUTIVE BOARD TO ISSUE RIGHTS Management TO SHARES AND TO RESTRICT OR E XCLUDE SHAREHOLDERS PRE-EMPTION RIGHTS 12. APPOINT 2 MEMBERS OF THE SUPERVISORY BOARD Management 13. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 14. APPROVE THE DUTCH CORPORATE GOVERNANCE CODE: Management COMPLY OR EXPLAIN REPORT 15. APPROVE THE OFFICIAL LANGUAGE OF THE ANNUAL REPORT Management * CLOSURE Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 13 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 201294 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- HEINEKEN NV AGM Meeting Date: 04/20/2005 Issuer: N39427211 ISIN: NL0000009165 BLOCKING SEDOL: 7792559 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 228198 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 13 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. * OPENING Non-Voting 1. RECEIVE THE REPORT OF MANAGEMENT BOARD Management 2. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management REPORTS 3. RECEIVE THE EXPLANATION OF COMPANY S RESERVES Management AND DIVIDEND POLICY 4. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management 5. APPROVE THE DISCHARGE OF EXECUTIVE BOARD Management 6. APPROVE THE DISCHARGE OF SUPERVISORY BOARD Management 7. AMEND THE ARTICLES TO REFLECT RECOMMENDATIONS Management OF DUTCH CORPORATE GOVERNANCE CO DE AND AMENDMENTS TO BOOK 2 OF DUTCH CIVIL CODE ON TWO-TIERED COMPANY REGIME 8. APPROVE THE REMUNERATION REPORT CONTAINING REMUNERATION Management POLICY FOR EXECUTIVE B OARD MEMBERS 9. APPROVE THE LONG-TERM INCENTIVE PLAN FOR EXECUTIVE Management BOARD 10. AUTHORIZE TO REPURCHASE OF UP TO TEN PERCENT Management OF ISSUED SHARE CAPITAL 11. GRANT THE BOARD AUTHORITY TO ISSUE AUTHORIZED Management YET UNISSUED SHARES UP TO TEN PE RCENT RESTRICTING/EXCLUDING PREEMPTIVE RIGHTS * APPOINTMENT OF TWO MEMBERS OF THE SUPERVISORY Non-Voting BOARD; BINDING NOMINATION DRAWN UP BY THE SUPERVISORY BOARD, IN ACCORDANCE WITH ARTICLE 7, PARAGRAPH 2, OF THE ARTICLES OF ASSOCIATION OF HEINEKEN N.V., FOR THE APPOINTMENT OF A SUPERVISOR Y BOARD MEMBER. PLEASE ELECT ONE OF TWO CANDIDATES. 12.1A RE-ELECT MAARTEN DAS TO SUPERVISORY BOARD Management 12.1B ELECT RUUD OVERGAAUW TO SUPERVISORY BOARD Management * APPOINTMENT OF TWO MEMBERS OF THE SUPERVISORY Non-Voting BOARD; BINDING NOMINATION DRAWN UP BY THE SUPERVISORY BOARD, IN ACCORDANCE WITH ARTICLE 7, PARAGRAPH2, OF THE ARTICLES OF ASSOCIATION OF HEINEKEN N.V., FOR THE APPOINTMENT OF A SUPERVISORY BOARD MEMBER. PLEASE ELECT ONE OF TWO CANDIDATES 12.2A RE-ELECT JAN MICHIEL HESSELS TO SUPERVISORY BOARD Management 12.2B ELECT JOS BUIJS TO SUPERVISORY BOARD Management 13. APPROVE REMUNERATION OF SUPERVISORY BOARD Management 14. DISCUSS ABOUT COMPANY S CORPORATE GOVERNANCE CODE Management 15. APPROVE ENGLISH AS THE OFFICIAL LANGUAGE OF THE Management ANNUAL REPORT * CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- ROYAL BANK OF SCOTLAND GROUP PLC AGM Meeting Date: 04/20/2005 Issuer: G76891111 ISIN: GB0007547838 SEDOL: 0754783, 2337201, 2663003, 5824023 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE REPORT AND THE ACCOUNTS Management For 2. APPROVE THE REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT DR. J.M. CURIE AS A DIRECTOR Management For 5. RE-ELECT SIR FRED GOODWIN AS A DIRECTOR Management For 6. RE-ELECT SIR STEVE ROBSON AS A DIRECTOR Management For 7. ELECT MR. A.S. HUNTER AS A DIRECTOR Management For 8. ELECT MR. C.J. KOCH AS A DIRECTOR Management For 9. ELECT MR. J.P. MACHALE AS A DIRECTOR Management For 10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For 11. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 12. APPROVE TO CREATE ADDITIONAL ORDINARY SHARES Management For AND RENEW THE AUTHORITY TO ALLOT ORDINARY SHARES S.13 APPROVE TO RENEW THE PRE-EMPTION AUTHORITY Management For S.14 APPROVE TO ALLOW THE PURCHASE OF OWN SHARES Management For 15. APPROVE TO CREATE ADDITIONAL DOLLAR PREFERENCE Management For SHARES AND RENEW THE AUTHORITY TO ALLOT PREFERENCE SHARES 16. APPROVE THE LONG TERM INCENTIVE PLAN Management For - ----------------------------------------------------------------------------------------------------------------------------- UNIBAIL HOLDING MIX Meeting Date: 04/20/2005 Issuer: F95094110 ISIN: FR0000124711 BLOCKING SEDOL: 4911346, 7076242 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 PLEASE MAKE SURE TO INCORPORATE THE FOLLOWING COMMENT TO ALL OUTGOING FRENCH MEETINGS: A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE SEE HTTP://I CS.ADP.COM/MARKETGUIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGIST ERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LA WS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHARE OWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUST ODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSA RY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESI DENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEA DLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHET HER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FO R VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER T HE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS B EEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHAN GE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WH ICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION . THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 DEC 2004 O.2 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management AND APPROVE THE CONSOLIDATED FINA NCIAL STATEMENTS FOR 2004 FY O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVE TO APPROPRIA TE THE PROFITS AS FOLLOWS: PROFITS FOR THE FY: EUR 486,791,043.39; PRIOR RETAI NED EARNINGS: NIL; DISTRIBUTABLE PROFITS: EUR 486,791,043.39; GLOBAL DIVIDEND: EUR 170,101,203.75; THE BALANCE OF EUR 316,689,839.64 IS ALLOCATED TO THE CAR RY FORWARD ACCOUNT; AS 3 INTERIM DIVIDENDS FOR AN AMOUNT OF EUR 2.70 WERE ALRE ADY PAID, THE SHAREHOLDERS WILL RECEIVE THE BALANCE OF EUR 1.05 PER SHARE ON 1 5 JUL 2005 O.4 APPROVE THE RESERVES WITH THE FOLLOWING AMOUNTS: Management LEGAL RESERVE: EUR 34,743,537 .37; SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: EUR 42,589,205.65; THE GENERA L MEETING RESOLVES TO: (-) DECREASE THE LEGAL RESERVES BY EUR 22,680,160.50 SO THAT IT REPRESENTS 10% OF THE REGISTERED CAPITA; (-) THE SURPLUS OF EUR 54,65 2,582.52 WILL BE TRANSFERRED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT, THUS AMOUNTING TO EUR 54,652,582.52; AS A CONSEQUENCE, A 2.5% TAX IN FULL DISCHARGE FROM DEBT FROM THE AMOUNT TRANSFERRED WILL HAVE TO BE PAID IN MARCH 2006 AND IN MARCH 2007 AND WILL BE DEDUCTED FROM THE CARRY FORWARD ACCOU NT; ORDINARY RESERVES WILL BE SUBSEQUENTLY DISTRIBUTED, WITHOUT ANY ADDITIONAL TAXES O.5 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON AGREEMENTS GOVERNED BY ARTIC LES L. 225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREE MENTS REFERRED TO THEREIN O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LEON Management BRESSLER AS THE DIRECTOR UP TO THE GENERAL MEETING CALLED TO DELIBERATE ON 2007 FY O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management DERMAGNE AS THE DIRECTOR UP TO THE GENERAL MEETING CALLED TO DELIBERATE ON 2007 FY O.8 RATIFY THE CO-OPTATION OF MR. JEAN-LOUIS SOLAL Management AS THE DIRECTOR UP TO THE GENER AL MEETING CALLED TO DELIBERATE ON FY 2007 AND APPROVE TO RENEW THE TERM OF OF FICE OF MR. ROGER PAPAZ AS THE DIRECTOR FOR THE SAME PERIOD O.9 APPOINT MR. YVES LYON-CAEN AS THE DIRECTOR FOR Management A PERIOD OF 3 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF ERNST Management AND YOUNG AS THE STATUTORY AUDITO R FOR A PERIOD OF 6 YEARS O.11 APPOINT BDO MARQUE AND GENDROT AS THE STATUTORY Management AUDITOR FOR A PERIOD OF 6 YEAR S O.12 APPOINT BARBIER, FRINAULT ET AUTRES AS THE DEPUTY Management AUDITOR FOR A PERIOD OF 6 YE ARS O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MAZARS Management ET GUERARD AS THE STATUTORY AUDI TOR FOR A PERIOD OF 6 YEARS O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 120.00 MI NIMUM SALE PRICE: EUR 90.00 MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATI ON SET FORTH IN RESOLUTION NUMBER 9 AND GIVEN BY THE GENERAL MEETING OF 08 APR 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY WAY OF CAPITALIZING RETAINED EARN INGS, INCOME OR PREMIUMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY EXPIRES AT TH E END OF 26 MONTHS O.16 AUTHORIZE THE BOARD OF DIRECTORS, WITH REFERENCE Management TO DELEGATION GIVEN IN RESOLU TION NUMBER 14, TO REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD BY T HE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITA L; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 10 AND GIVEN BY TH E GENERAL MEETING OF 08 APR 2004 O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL, PROVIDED THAT THE TOTAL NOMINAL AMOUNT SHA LL NOT EXCEED EUR 75,000,000.00 OF THE SHARE CAPITAL, BY WAY OF ISSUING ORDINA RY SHARES TO BE SUBSCRIBED IN CASH OR ANY SECURITIES GIVING ACCESS TO THE SHAR E CAPITAL, WITH MAINTENANCE OF THE SHAREHOLDERS SUBSCRIPTION RIGHT; AUTHORIT Y EXPIRES AT THE END OF 26 MONTHS O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL, PROVIDED THAT IT SHALL NOT EXCEED 25% OF T HE SHARE CAPITAL, BY WAY OF ISSUING ORDINARY SHARES TO BE SUBSCRIBED IN CASH O R ANY SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, WITH WAIVER OF THE SHAREH OLDERS SUBSCRIPTION RIGHT; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LIM IT OF 10% OF THE SHARE CAPITAL, WITH WAIVER OF THE SHAREHOLDERS SUBSCRIPTION RIGHT, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY I N THE EVENT OF A PUBLIC EXCHANGE OFFER; AUTHORITY EXPIRES AT THE END OF 26 MO NTHS O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, WITH WAIVER OF THE SHAREHOLDERS PREFE RENTIAL SUBSCRIPTION RIGHT, PROVIDED THAT THE AMOUNT SHALL NOT EXCEED 1% OF TH E SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 5 YEARS O.21 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE COMPANY S EMPLOYEES AND THE MANAGERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS O.22 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- AEGON N V OGM Meeting Date: 04/21/2005 Issuer: N0089J123 ISIN: NL0000301760 BLOCKING SEDOL: 0687243, 5927375, 5981014, 5981520 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 14 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2.1 APPROVE THE ANNUAL REPORT FOR 2004 Non-Voting 2.2 ADOPT THE ANNUAL ACCOUNTS FOR 2004 Management 2.3 APPROVE THE POLICY OF RESERVES AND DIVIDENDS Non-Voting 2.4 APPROVE THE FINAL DIVIDEND FOR 2004 Management 2.5 GRANT DISCHARGE FROM LIABILITY TO THE MANAGEMENT Management BOARD 2.6 GRANT DISCHARGE FROM LIABILITY TO THE SUPERVISORY Management BOARD 3. APPOINT THE INDEPENDENT AUDITOR Management 4. APPROVE THE CORPORATE GOVERNANCE Non-Voting 5.1 AMEND THE ARTICLES OF INCORPORATION Management 5.2 GRANT AUTHORITY TO EXECUTE THE AMENDMENT TO THE Management ARTICLE OF INCORPORATION 6. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 7.1 RE-APPOINT MR. D.J. SHEPARD TO THE MANAGEMENT Management BOARD 7.1 RE-APPOINT MR. J.B.M. STREPPEL TO THE MANAGEMENT Management BOARD 8.1 APPOINT MR. S. LEVY TO THE SUPERVISORY BOARD Management 8.2 RE-APPOINT MR. D.G. EUSTACE TO THE SUPERVISORY Management BOARD 8.3 RE-APPOINT MR. W.F.C. STEVENS TO THE SUPERVISORY Management BOARD 8.4 APPROVE THE ANNOUNCEMENT OF VACANCY IN 2006 Non-Voting 9.1 GRANT AUTHORITY TO ISSUE SHARES OF THE COMPANY Management 9.2 GRANT AUTHORITY TO RESTRICT OR EXCLUDE PRE-EMPTIVE Management RIGHTS UPON ISSUING SHARES OF THE COMPANY 9.3 GRANT AUTHORITY TO ISSUE SHARES OF THE COMPANY Management UNDER INCENTIVE PLANS 9.4 GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management 10. ANY OTHER BUSINESS Non-Voting 11. CLOSING OF THE MEETING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM) OGM Meeting Date: 04/21/2005 Issuer: N01803100 ISIN: NL0000009132 BLOCKING SEDOL: 0291406, 5458303, 5458314, 5475120, 5475131, 5476662, 5499368 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 14 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Non-Voting FOR THE YEAR 2004 3.A ADOPT THE 2004 FINANCIAL STATMENTS Management 3.B APPROVE THE RESERVATION AND THE DIVIDEND POLICY Non-Voting 3.C ADOPT THE DIVIDEND PROPOSAL Management 4.A GRANT DISCHARGE TO THE BOARD OF MANAGEMENT FROM Management LIABILITY FOR 2004 4.B GRANT DISCHARGE TO THE SUPERVISORY BOARD FROM Management LIABILITY FOR 2004 5. APPROVE THE NUMBER OF MEMBERS OF THE BOARD OF Management MANAGEMENT AT 4 6.1 APPOINT MR. M.A. VAN DEN BERGH TO THE SUPERVISORY Management BOARD 6.2 RE-APPOINT MR. A.E. COHEN TO THE SUPERVISORY BOARD Management 7. APPROVE THE CORPORATE GOVERNANCE Non-Voting 8.A APPROVE THE REMUNERATION POLICY FOR THE BOARD Management OF MANAGEMENT 8.B APPROVE THE PERFORMANCE-RELATED SHARE PLAN FOR Management EXECUTIVES 8.C APPROVE TO REVISE PERFORMANCE-RELATED OPTION Management PLAN FOR EXECUTIVES 9. AMEND THE ARTICLES OF ASSOCIATION Management 10.A AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE SHARES Management 10.B AUTHORIZE THE BOARD OF MANAGEMENT TO RESTRICT Management OR EXCLUDE PRE-EMPTIVE RIGHTS 11. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management SHARES OF THE COMPANY * ANY OTHER BUSINESS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- AUTOGRILL SPA, NOVARA OGM Meeting Date: 04/21/2005 Issuer: T8347V105 ISIN: IT0001137345 BLOCKING SEDOL: 5256206, 5379880 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 27 APR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. RECEIVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management BALANCE SHEET REPORTS OF 31 DEC 2004 AND APPROVE THE BOARD OF DIRECTORS REPORT ON MANAGEMENT ACTIVITY 2. APPOINT NEW BOARD OF DIRECTORS MEMBERS AS PER Management ARTICLE 10 OF THE BY-LAW AFTER STATING BOARD OF DIRECTORS MEMBERS NUMBER AND THEIR TERM OF OFFICE AND APPRO VE TO STATE THEIR EMOLUMENTS 3. APPROVE THE BOARD OF DIRECTORS REPORT AND AUTHORIZE Management THE BOARD OF DIRECTORS TO BUY AND SELL OWN SHARES TILL A MAXIMUM OF 2,000,000 AS PER ARTICLE 2357 OF TH E ITALIAN CIVIL CODE - ----------------------------------------------------------------------------------------------------------------------------- HANG SENG BANK LTD AGM Meeting Date: 04/21/2005 Issuer: Y30327103 ISIN: HK0011000095 SEDOL: 5687118, 6408374 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENT OF ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUD ITORS FOR THE YE 31 DEC 2004 2.a ELECT MR. JOHN C.C. CHAN AS A DIRECTOR Management For 2.b ELECT DR. Y.T. CHENG AS A DIRECTOR Management For 2.c ELECT DR. VINCENT H.S. LO AS A DIRECTOR Management For 2.d ELECT DR. MARVIN K.T. CHEUNG AS A DIRECTOR Management For 2.e ELECT MR. JOSEPH C.Y. POON AS A DIRECTOR Management For 3. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For AND MEMBERS OF AUDIT COMMITTE E 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE BANK Management For TO BRING IT IN LINE WITH, AMONG OTHERS, VARIOUS PROVISIONS IN THE SECURITIES AND FUTURES ORDINANCE, THE COMPAN IES AMENDMENT ORDINANCE 2003, THE AMENDMENTS TO APPENDIX 3 OF THE RULES GOVE RNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED LI STING RULES AND THE CODE ON CORPORATE GOVERNANCE PRACTICES CONTAINED IN APPEN DIX 14 OF THE LISTING RULES 6. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management For TO REPURCHASE SHARES NOT E XCEEDING 10% OF THE ISSUED SHARE CAPITAL OF THE BANK AS AT THE DATE OF PASSING SUCH RESOLUTION 7. APPROVE TO GRANT A GENERAL MANDATE TO THE DIRECTORS Management Against TO ISSUE AND DEAL WITH ADD ITIONAL SHARES WHICH SHALL NOT IN AGGREGATE EXCEED, EXCEPT IN CERTAIN SPECIFIC CIRCUMSTANCES SUCH AS PURSUANT TO A RIGHT ISSUE OR ANY SCRIPT DIVIDEND SCHEME , 20% OR 5% WHERE THE SHARES ARE TO BE ALLOTTED WHOLLY FOR CASH OF THE ISSUE D SHARE CAPITAL OF THE BANK AS AT THE DATE OF PASSING SUCH RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- KUONI REISEN HOLDING AG, ZUERICH MIX Meeting Date: 04/21/2005 Issuer: H47075108 ISIN: CH0003504856 BLOCKING SEDOL: 4714750, 4768564 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- KUONI REISEN HOLDING AG, ZUERICH OGM Meeting Date: 04/21/2005 Issuer: H47075108 ISIN: CH0003504856 BLOCKING SEDOL: 4714750, 4768564 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORT OF 2004 CONSISTING Management OF THE REPORT ON THE COURSE OF B USINESS 2004, THE FINANCIAL STATEMENTS 2004 AND THE CONSOLIDATED FINANCIAL STA TEMENTS 2004 2. RECEIVE THE REPORTS OF THE AUDITORS AND THE GROUP Management AUDITORS 3. APPROVE THE ANNUAL REPORT OF 2004 CONSISTING Management THE COURSE OF BUSINESS 2004, THE FINANCIAL STATEMENTS 2004 AND THE CONSOLIDATED FINANCIAL STATEMENTS 2004 4.1 APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management TO ALLOCATE THE RETAINED EARNIN GS AT THE DISPOSAL OF THE GENERAL MEETING AS OF 31 DEC 2004 IN THE AMOUNT OF C HF 40,215,632 AS FOLLOWS: ALLOCATION TO OTHER RESERVES; CHF 38,638,650 TO BE C ARRIED FORWARD TO NEW ACCOUNT CHF 1,576,982 TOTAL RETAINED; EARNINGS CHF 40,21 5,632 4.2 APPROVE THE REPAYMENT OF PAR VALUE TO THE SHAREHOLDERS Management SUBJECT TO ITEM 4.1 ON THE AGENDA BY THE GENERAL MEETING AND ON THE BASIS OF THE KPMG FIDES PEAT REP ORT WHICH PURSUANT TO ARTICLE 732 PARAGRAPH 2 OF THE SWISS CODE OF OBLIGATIONS (CO) FINDS THAT CREDITORS CLAIMS WILL REMAIN FULLY COVERED EVEN AFTER THE RED UCTION IN SHARE CAPITAL, THE BOARD OF DIRECTORS PROPOSES A CHF 112,000,000; RE DUCTION OF THE ORDINARY SHARE CAPITAL FROM CHF 160,000,000 TO CHF 48,000,000. THIS IS TO BE ACHIEVED BY REDUCING THE PAR VALUE OF CATEGORY A REGISTERED SHAR ES FROM CHF 10 TO CHF 3 AND THE PAR VALUE OF CATEGORY BE REGISTERED SHARES FRO M CHF 50 TO CHF 15.1 ANY SHARE CAPITAL ISSUED PURSUANT TO ARTICLE 3BIS OF THE ARTICLES OF INCORPORATION UNTIL THE CLOSING OF THE SHARE CAPITAL REDUCTION, IF ANY, SHALL ALSO BE REDUCED BY REDUCING THE PAR VALUE OF EACH NEWLY ISSUED SHA RE FROM CHF 50 TO CHF 15, THE AMOUNT BY WHICH THE SHARE CAPITAL IS REDUCED SHA LL BE PAID OUT TO SHAREHOLDERS ACCORDINGLY; AMEND THE ARTICLES OF INCORPORATIO N AS FOLLOWS: ARTICLE 3: THE SHARE CAPITAL OF THE COMPANY IS CHF 48,000,000 AN D IS DIVIDED INTO: A) 1,000,000 REGISTERED SHARES, CATEGORY A, WITH A PAR VALU E OF CHF 3 EACH; B) 3,000,000 REGISTERED SHARES, CATEGORY B, WITH A PAR VALUE OF CHF 15 EACH; PARAGRAPHS 2 AND 3 SHALL REMAIN UNCHANGED; THE CONDITIONAL SHA RE CAPITAL THE SHARE CAPITAL BE INCREASED IN A MAXIMUM AMOUNT OF CHF 5,760,000 BY THE ISSUANCE OF UP TO 384,000 FULLY PAID REGISTERED SHARES, CATEGORY B, WI TH PAR VALUE OF CHF 15 EACH, THROUGH THE EXERCISE OF CONVERSION RIGHTS AND/OR WARRANTS ISSUED IN CONNECTION WITH BONDS OR OTHER FINANCIAL MARKET INSTRUMENTS BY THE COMPANY OR ONE OF ITS GROUP COMPANIES AND/OR THROUGH THE EXERCISE OF W ARRANT RIGHTS GRANTED TO THE SHAREHOLDERS; PARAGRAPHS 2 TO 4 SHALL REMAIN UNCH ANGED; THE SHARE CAPITAL MAY, UNDER THE EXCLUSION OF THE SHAREHOLDERS PRE-EMPT IVE RIGHTS, BE INCREASED IN A MAXIMUM AMOUNT OF CHF 1,440,000 BY THE ISSUANCE OF UP TO 96,000 FULLY PAID REGISTERED SHARES, 1 THE REPAYMENT OF THE PAR VALUE IS MORE ATTRACTIVE FOR SHAREHOLDERS FROM A TAX POINT OF VIEW THAN THE DISTRIB UTION OF A DIVIDEND; THE AMOUNT PAID OUT TO SHAREHOLDERS AS A RESULT OF THE RE DUCTION IN THE PAR VALUE IS NOT LIABLE TO WITHHOLDING TAX AND SHAREHOLDERS WHO ARE RESIDENT FOR TAX PURPOSES IN SWITZERLAND AND WHOSE KUONI SHARES ARE PRIV ATE ASSETS WILL BE EXEMPT FROM INCOME TAX; 2 IT IS PLANNED TO ALLOCATE TO OTHE R RESERVES THE AMOUNT BY WHICH THE SHARE CAPITAL IS REDUCED IN RESPECT OF TREA SURY SHARES WHICH ARE EARMARKED FOR THE EXECUTIVE AND MANAGEMENT SHARE PURCHAS E AND STOCK OPTION PLANS; CATEGORY B, WITH A PAR VALUE OF CHF 15 EACH, THROUGH THE EXERCISE OF PRE-EMPTIVE RIGHTS AND WARRANTS GRANTED TO EMPLOYEES OF THE C OMPANY AND GROUP COMPANIES ACCORDING TO ONE OR MORE SUBSCRIPTION RIGHTS PLANS; REGISTERED SHARES MAY BE ISSUED TO EMPLOYEES AT A PRICE LOWER THAN THAT QUOTE D ON THE STOCK EXCHANGE; THE BOARD OF DIRECTORS SHALL DETERMINE THE PARTICULAR S OF THE ISSUANCE CONDITIONS; PARAGRAPH 6 SHALL REMAIN UNCHANGED 5. GRANT DISCHARGE TO THE MEMBERS OF BOARD OF DIRECTOR Management 6. APPROVE TO REDUCE THE THRESHOLD AMOUNT ENTITLING Management THE SHAREHOLDERS TO REQUEST T HAN AN ITEM BE PUT ON THE AGENDA 7.1 RE-ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management 7.2 ELECT A NEW MEMBER OF THE BOARD OF DIRECTORS Management 7.3 ELECT THE AUDITORS AND THE GROUP AUDITORS Management * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216887, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- PERSIMMON PLC AGM Meeting Date: 04/21/2005 Issuer: G70202109 ISIN: GB0006825383 SEDOL: 0682538 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE DIRECTORS AND THE AUDITORS REPORTS Management For AND THE FINANCIAL STATEMENTS 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT MR. DUNCAN DAVIDSON Management For 4. RE-ELECT MR. MICHAEL KILLORAN Management For 5. RE-ELECT MR. JOHN MILLER Management For 6. RE-ELECT SIR CHIPS KEEWICK Management Against 7. RE-ELECT MR. HAMISH LESLIE MELVILLE Management For 8. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management For 9. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 10. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For 11. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For - ----------------------------------------------------------------------------------------------------------------------------- REUTERS GROUP PLC AGM Meeting Date: 04/21/2005 Issuer: G7540P109 ISIN: GB0002369139 SEDOL: 0236913, 5417478 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For FINANCIAL STATEMENTS OF TH E COMPANY FOR THE YE 31 DEC 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management For THE COMPANY S REMUNERATION POLI CY FOR THE YE 31 DEC 2004 3. DECLARE A DIVIDEND Management For 4. ELECT MR. KENNETH OLISA AS A DIRECTOR Management For 5. ELECT MS. LAWTON FITT AS A DIRECTOR Management For 6. ELECT MS. PENELOPE HUGHES AS A DIRECTOR Management For 7. RE-ELECT MR. THOMAS GLOCER AS A DIRECTOR Management For 8. RE-ELECT MR. DAVID GRIGSON AS A DIRECTOR Management For 9. RE-ELECT MR. DEVIN WENIG AS A DIRECTOR Management For 10. RE-ELECT MR. NIALL FITZGERALD, KBE AS A DIRECTOR Management For 11. RE-ELECT MR. IAN STRACHAN AS A DIRECTOR Management Against 12. RE-ELECT MR. RICHARD OLVER AS A DIRECTOR Management For 13. RE-ELECT MR. EDWARD KOZEL AS A DIRECTOR Management For 14. RE-ELECT MR. CHARLES SINCLAIR AS A DIRECTOR Management Against 15. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY AT WHICH ACCOUNTS ARE L AID BEFORE THE COMPANY 16. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITORS 17. APPROVE THE POWER CONFERRED ON THE DIRECTORS Management For BY REGULATION 11(A) OF THE COMPAN Y S ARTICLES OF ASSOCIATION FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 108 MILLION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 21 JUL 2006 S.18 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For GRANT OPTIONS TO ELIGIBLE EMPLOYE ES UNDER THE REUTERS GROUP PLC INTERNATIONAL SAYE SHARE OPTION PLAN 1997 S.19 APPROVE THE POWER CONFERRED ON THE DIRECTORS Management For BY THE REGULATION 11(B) OF THE CO MPANY S ARTICLES OF ASSOCIATION AND FOR SUCH PERIOD THE SECTION 89 AMOUNT SHAL L BE GBP 17 MILLION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE N EXT AGM OR 21 JUL 2006 S.20 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 143,540,000 ORDINARY SHARES IN THE CAPITAL OF THE COMPANY , AT THE MINIMUM PRICE WHICH THE COMPANY MAY PAY FOR EACH ORDINARY SHARE IS TH E NOMINAL VALUE PER SHARE AND THE MAXIMUM PRICE PAY FOR EACH ORDINARY SHARE IS 5% ABOVE THE AVERAGE OF THE CLOSING MIDDLE MARKET PRICE TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHO RITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 21 JUL 2006 ; AN D THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- RODAMCO EUROPE NV, ROTTERDAM AGM Meeting Date: 04/21/2005 Issuer: N7518K100 ISIN: NL0000289320 BLOCKING SEDOL: 5727326, 5727360, 5734047, 5734490 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPROVE THE REPORT BY THE BOARD OF MANAGEMENT Management FOR THE FY 2004 3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management FOR THE FY 2004 4.a APPROVE THE COMPANY S GENERAL RESERVE AND DIVIDEND Management POLICY 4.b APPROVE THE DIVIDEND FOR THE FY 2004 Management 5. GRANT DISCHARGE TO THE MANAGEMENT BOARD Management 6. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 7. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management AND RE-APPOINT A MEMBER OF TH E SUPERVISORY BOARD 8. ANNOUNCEMENTS AND ANY OTHER BUSINESS Other 9. CLOSING Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 14 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- SEMBCORP MARINE LTD AGM Meeting Date: 04/21/2005 Issuer: Y8231K102 ISIN: SG1H97877952 SEDOL: 6205133 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 1.0 Management For CENTS PER SHARE LESS INCOME TAX AND A SPECIAL DIVIDEND OF 5.0 CENTS PER SHARE LESS INCOME TAX FOR THE YE 31 D EC 2004 3. RE-ELECT MR. KIYOTAKA MATSUZAWA, WHO WILL RETIRE Management For BY ROTATION PURSUANT TO ARTIC LE 91 OF THE COMPANY S ARTICLES OF ASSOCIATION * ACKNOWLEDGE THE RETIREMENT OF MS. LOW SIN LENG, Non-Voting Non-Vote Proposal A DIRECTOR RETIRING BY ROTATIO N PURSUANT TO ARTICLE 91 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT MR. HARUO KUBOTA INDEPENDENT MEMBER Management For OF THE AUDIT COMMITTEE AS A DIR ECTOR, WHO WILL CEASE TO HOLD OFFICE PURSUANT TO ARTICLE 97 OF THE COMPANY S A RTICLES OF ASSOCIATION 5. RE-ELECT MR. LUA CHENG ENG AS A DIRECTOR, WHO Management For WILL CEASE TO HOLD OFFICE PURSUA NT TO ARTICLE 97 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. APPROVE THE SUM OF SGD 337,000 AS DIRECTORS Management For FEES FOR THE YE 31 DEC 2004 7. RE-APPOINT MESSRS ERNST AND YOUNG AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For (I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE, AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS INSTRUMENTS THAT MIGHT OR W OULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AN D ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMEN TS CONVERTIBLE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, AND (B) NOTWITHSTANDING THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES IN PURSUANCE OF ANY IN STRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED THAT: (1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THI S RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE O R GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) , OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUAN CE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE W ITH SUB-PARAGRAPH (2) , (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE P RESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST FOR TH E PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UND ER SUBPARAGRAPH (1) ABOVE, THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BAS ED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE TIME THIS RESOLUTION I S PASSED, AFTER ADJUSTING FOR: (I) NEW SHARES ARISING FROM THE CONVERSION OR E XERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWA RDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED, AND (II) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES, (3) IN EXERCI SING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORC E UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST AND THE ARTICLES OF A SSOCIATION FOR THE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES EARLIER OF TH E CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE SEMBCORP MARINE LIMITED SHARE OPTION PLAN SHARE OPTION PLAN AN D/OR TO GRANT AWARDS IN ACCORDANCE WITH THE PROVISIONS OF THE SEMBCORP MARINE PERFORMANCE SHARE PLAN PERFORMANCE SHARE PLAN AND/OR THE SEMBCORP MARINE RES TRICTED STOCK PLAN RESTRICTED STOCK PLAN SHARE PLANS , AND ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES OF SGD 0.10 EACH IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS U NDER THE SHARE OPTION PLAN AND/OR SUCH NUMBER OF FULLY PAID SHARES AS MAY BE R EQUIRED TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE PERFORMANCE S HARE PLAN AND RESTRICTED STOCK PLAN; PROVIDE THAT THE AGGREGATE NUMBER OF SHAR ES TO BE ISSUED PURSUANT TO SHARE PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHA RE CAPITAL OF THE COMPANY FROM TIME TO TIME * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- SEMBCORP MARINE LTD EGM Meeting Date: 04/21/2005 Issuer: Y8231K102 ISIN: SG1H97877952 SEDOL: 6205133 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For LISTING MANUAL CHAPTER 9 OF TH E SGX-ST, FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMPANIES THAT ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTERESTED PERSON TR ANSACTIONS AS SPECIFIED WITH ANY PARTY WHO IS OF THE CLASS OF INTERESTED PERSO NS, PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED PERSON TRANSACTIONS ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND AU THORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THIN GS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CON SIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE SHAREHOLDERS MANDATE AND/OR THIS RESOLUTION 2. APPROVE TO MODIFY : (1) RULE 8 (A) OF THE SEMBCORP Management Against MARINE EXECUTIVES SHARE OP TION SCHEME; (2) RULE 11.1 OF THE SEMBCORP MARINE SHARE OPTION PLAN; (3) RULE 9.1 OF THE SEMBCORP MARINE PERFORMANCE SHARE PLAN AND (4) RULE 9.1 OF THE SEMB CORP MARINE RESTRICTED STOCK PLAN - ----------------------------------------------------------------------------------------------------------------------------- SYNTHES INC AGM Meeting Date: 04/21/2005 Issuer: 87162M409 ISIN: US87162M4096 BLOCKING SEDOL: B014635 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU 1. APPROVE THE REPORT ON THE BUSINESS YEAR 2004 Management 2. APPROVE THE REPORT ON THE FINANCIAL YEAR, THE Management ANNUAL ACCOUNTS AND THE CONSOLID ATED ACCOUNTS FOR 2004 3. APPROVE THE REPORT ON THE DIVIDEND APPROVED BY Management THE BOARD OF DIRECTORS 4. ELECT THE BOARD OF DIRECTORS Management 5. RATIFY THE SELECTION OF THE HOLDING COMPANY AND Management THE GROUP AUDITORS FOR 2005 6. AMEND THE CERTIFICATE OF INCORPORATION: RESTRICTIONS Management ON STOCK ISSUANCE 7. MISCELLANEOUS Other - ----------------------------------------------------------------------------------------------------------------------------- TECHNIP (EX-TECHNIP-COFLEXIP), PARIS MIX Meeting Date: 04/21/2005 Issuer: F90676101 ISIN: FR0000131708 BLOCKING SEDOL: 4122018, 4874160, B06PC80 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- E.1 APPROVE TO REDUCE THE NOMINAL VALUE OF THE SHARES Management BY PROCEEDING WITH THE INCRE ASE OF THE NUMBER OF THE EXISTING SHARES; IT SHALL RESULT IN THE EXCHANGE OF 1 PARENT SHARE AGAINST 4 NEW SHARES BEARING THE SAME ACCRUING DIVIDEND AS THE O LD SHARES; THE GENERAL MEETING DECIDES TO AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: ARTICLE 6 CAPITAL STOCK : THE SHARE CAPITAL IS SET AT EUR: 73,597,5 18.70 AND DIVIDED INTO 96,521,336 SHARES OF THE SAME CLASS AND FULLY PAID IN; ARTICLE 14.2 SHARES HELD BY THE DIRECTORS E.2 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 37,500,00 0.00, BY WAY OF ISSUING COMPANY S ORDINARY SHARES OR ANY SECURITIES ACCESS TO SHARES IN THE COMPANY OR TO DEBT INSTRUMENTS, WITH THE SHAREHOLDERS PREFERENT IAL RIGHT OF SUBSCRIPTION MAINTAINED, THE TOTAL NOMINAL AMOUNT OF CAPITAL INCR EASES REFERRED TO IN THE PRESENT RESOLUTION AND IN RESOLUTION NO. 3 AND SHALL NOT EXCEED EUR 75,000,000.00; THE AMOUNT OF CAPITAL INCREASE REFERRED TO IN TH E PRESENT RESOLUTION PLUS IN RESOLUTION NO. 3 SHALL NOT EXCEED EUR 60,000,000. 00; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL JOT EXCEED EUR 2,500,000 ,000.00; THE NOMINAL VALUE OF THE ISSUANCES OF DEBT INSTRUMENTS SHALL NOT EXCE ED EUR 2,500,000,000.00; AND AUTHORITY EXPIRES AT THE PERIOD OF 26 MONTHS ; A ND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES E.3 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 37,500,00 0.00, BY WAY OF ISSUING COMPANY S ORDINARY SHARES OR ANY SECURITIES ACCESS TO SHARES IN THE COMPANY OR TO DEBT INSTRUMENTS, WITHOUT THE SHAREHOLDERS PREFER ENTIAL RIGHT OF SUBSCRIPTION; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHAL L NOT EXCEED EUR 2,500,000,000.00; THE WHOLE OF THE ISSUANCES OF DEBT INSTRUME NTS SHALL NOT EXCEED EUR 2,500,000,000.00; AND AUTHORITY EXPIRES AT THE PERIO D OF 26 MONTHS ; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.4 AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management WITH THE DELEGATION IN RESOLUT ION NO. 3 AND NOT EXCEEDING THE ANNUAL LIMIT OF 10% OF THE COMPANY S CAPITAL , TO SET THE ISSUANCE PRICE OF THE COMPANY S ORDINARY SHARES AND OR THE SECURIT IES ACCESS TO ORDINARY SHARES TO BE ISSUED; AND AUTHORITY EXPIRES AT THE PERI OD OF 26 MONTHS E.5 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF INSTRUMENTS FOR EAC H OF THE SHARE CAPITAL INCREASES SET FORTH IN RESOLUTION NO. 2 AND 3, NOT EXCE EDING 15% OF THE INITIAL ISSUE; AND AUTHORITY EXPIRES AT THE PERIOD OF 26 MON THS E.6 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE MEMBERS OF THE COMPANY S AVING PLAN; AND AUTHORITY EXPIRES AT THE PERIOD OF 26 MONTHS AND AN AMOUNT W HICH SHALL NOT EXCEED 3% OF THE COMPANY CAPITAL; THIS AMOUNT SHALL COUNT AGAIN ST THE MAXIMUM CEILING OF CAPITAL INCREASE SET FORTH IN RESOLUTION NO. 2; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, NOT EXCEEDING 10% OF THE COMPANY S CAPITAL , BY WAY OF ISSUING ORDINARY SHARES OR ANY SECURI TIES ACCESS TO SHARES IN THE COMPANY IN ORDER TO REMUNERATE CONTRIBUTIONS IN K IND; AUTHORITY EXPIRES AT THE PERIOD OF 26 MONTHS ; AND GRANT ALL POWERS TO T HE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESS ARY FORMALITIES E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR 75,000,000.00 BY WAY OF CAPITA LIZING RETAINED EARNING, INCOME OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAP ITALIZABLE ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE R AISE OF THE PAR VALUE OF THE EXISTING SHARES OR BY UTILIZING BOTH METHODS; AU THORITY EXPIRES AT THE PERIOD OF 26 MONTHS ; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES E.9 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY HARES Management OR TO BE ISSUED, SHALL NOT EX CEED 3% OF THE SHARE CAPITAL, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIE S EMPLOYEES AND OFFICERS; AUTHORITY EXPIRES AT THE PERIOD OF 38 MONTHS ; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management 1 OR MORE TRANSACTIONS, TO THE G ENERAL MEETING PROXY SERVICE PARIS FRANCE , PROFIT OF THE COMPANY AND ITS SUB SIDIARIES EMPLOYEES AND OFFICERS, OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIB E FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED TH AT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, NOT EXCEEDIN G 3% OF THE CAPITAL; AUTHORITY EXPIRES AT THE PERIOD OF 38 MONTHS ; AND GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOM PLISH ALL NECESSARY FORMALITIES E.11 AUTHORIZED THE BOARD OF DIRECTORS TO REDUCE THE Management SHARES CAPITAL BY CANCELLING T HE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROV IDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS, NOT EXCEEDING 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE PERIOD OF 5 YEARS ; AND GRANT A LL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES O.12 RECEIVE THE BOARD OF DIRECTORS REPORT AND THE Management GENERAL REPORT OF THE STATUTORY AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE F YE 2004 O.13 APPROVE THE EARNINGS FOR THE FY: EUR 104,190,55.76; Management PRIOR RETAINED EARNINGS: E UR 5,181,519.58; DISTRIBUTABLE PROFITS: EUR 109,372,070.34; GLOBAL DIVIDEND: E UR 79,565,158.20; AND THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 3.30 PER SHARE, AND AN INTERIM DIVIDEND OF EUR 2.00 WAS BE PAID ON 20 DEC 2004; TH E BALANCE OF THE DISTRIBUTABLE PROFITS WILL BE CHARGED TO THE CARRY FORWARD AC COUNT O.14 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY O.15 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY THE ARTIC LE L.225-38 AND SEQUENT OF THE FRENCH COMMERCIAL CODE FOR THE FY 2004 O.16 GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management OF THEIR DUTIES DURING TH E FY O.17 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00; MINIMUM SALE PRICE: EUR 100.00; MAXIMUM NUMBER OF SHARES TO BE ISSUED SHARE CA PITAL; AUTHORITY EXPIRES AT THE PERIOD OF 18 MONTHS ; AND TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY FORMALITIES O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL FORMALITIES, FILLINGS AND REGISTRATIONS PRESCRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- TECHNIP (EX-TECHNIP-COFLEXIP), PARIS MIX Meeting Date: 04/21/2005 Issuer: F90676101 ISIN: FR0000131708 BLOCKING SEDOL: 4122018, 4874160, B06PC80 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 221795 DUE TO ADDITONAL RE SOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. E.1 RECEIVE THE BOARD OF DIRECTOR S REPORT TO THE Management EGM E.2 APPROVE THE REDUCING OF THE PAR VALUE OF THE Management SHARE AND MULTIPLYING THE NUMBER OF EXISTING SHARES BY 4 E.3 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY ISSUING ORDI NARY SHARES OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE SHARE CAPITAL OR G IVE THE RIGHT TO DEBT SECURITIES WHILE MAINTAINING THE SHAREHOLDERS PREFERENT IAL SUBSCRIPTION RIGHT E.4 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY ISSUING ORDI NARY SHARES OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE SHARE CAPITAL OR G IVE THE RIGHT TO DEBT SECURITIES WHILE ELIMINATING THE SHAREHOLDERS PREFERENT IAL SUBSCRIPTION RIGHT, BUT WITH THE AUTHORITY TO GRANT A PRIORITY PERIOD E.5 AUTHORIZE THE BOARD OF DIRECTORS, UNDER THE DELEGATION Management OF AUTHORITY, TO INCREA SE THE SHARE CAPITAL WHILE ELIMINATING THE SHAREHOLDERS PREFERENTIAL SUBSCRIP TION RIGHTS, TO SET THE ISSUE PRICE OF ORDINARY SHARES OF SECURITIES THAT GIVE ACCESS TO ORDINARY SHARES UP TO THE ANNUAL LIMIT OF 10% OF THE SHARE CAPITAL E.6 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A SHARE CAPITAL INCREASE, WITH OR WITHOUT ELIMINATING THE SHA REHOLDERS SUBSCRIPTION RIGHT E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY ISSUES FOR W HICH THE SUBSCRIPTION IS RESERVED TO THE MEMBERS OF THE GROUP SAVINGS PLAN E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, UP TO THE LIMI T OF 10% OF THE COMPANY S SHARE CAPITAL, BY ISSUING ORDINARY SHARES OR ANY SEC URITIES THAT GIVE ACCESS TO THE SHARE CAPITAL, IN ORDER TO COMPENSATE CONTRIBU TIONS IN KIND E.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL OF THE COMPANY BY INCORPORATION OF RESERVES, PROFITS OR PREMIUMS OR OTHER AMOUNT WHOSE CAPITA LIZATION IS ALLOWED E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT FREE Management SHARES TO ELIGIBLE OFFICERS AND EMPLOYEES OF THE COMPANY AND ITS AFFILIATED COMPANIES E.11 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management TO SUBSCRIBE OR TO PURCHASE SHARES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELING SHAR ES THAT HAVE PREVIOUSLY BEEN REPURCHASED O.13 RECEIVE THE BOARD OF DIRECTORS REPORT TO THE Management OGM O.14 APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management FYE 31 DEC 2004 O.15 APPROVE THE ALLOCATION OF INCOME FOR THE FYE Management 31 DEC 2004, SETTING THE DIVIDEND AND THE PAYMENT DATE O.16 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE FYE 31 DEC 2004 O.17 RECEIVE THE SPECIAL REPORT OF THE INDEPENDENT Management AUDITORS ON THE REGULATED AGREEM ENTS INDICATED IN ARTICLES L.225-38 ET SEQ. OF THE COMMERCIAL CODE AND APPROVE THOSE AGREEMENTS O.18 RELEASE FOR DIRECTORS Management O.19 APPROVE THE PURCHASE OF THE COMPANY OF ITS SHARES Management O.20 POWERS FOR FORMALITIES Management * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- UBS AG AGM Meeting Date: 04/21/2005 Issuer: H8920M855 ISIN: CH0012032030 BLOCKING SEDOL: 2193607, 2782179, 7126114 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN THE RECORD DATE. IF YOU H AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- UBS AG AGM Meeting Date: 04/21/2005 Issuer: H8920M855 ISIN: CH0012032030 BLOCKING SEDOL: 2193607, 2782179, 7126114 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 213164, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE ANNUAL REPORT, THE GROUP AND THE Management PARENT COMPANY ACCOUNTS FOR 2004, THE REPORTS OF THE GROUP AND THE STATUTORY AUDITORS 2. APPROVE THE APPROPRIATION OF THE RETAINED EARNINGS, Management DIVIDEND FOR FY 2004 3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE GROUP EXECUTI VE BOARD 4.1.1 RE-ELECT MR. MARCEL OSPEL AS A BOARD MEMBER Management 4.1.2 RE-ELECT MR. LAWRENCE A. WEINBACH AS A BOARD MEMBER Management 4.2.1 ELECT MR. MARCO SUTER AS A BOARD MEMBER Management 4.2.2 ELECT MR. PETER R. VOSER AS A BOARD MEMBER Management 4.3 RE-ELECT ERNST AND YOUNG LTD, BASEL AS THE GROUP Management AND THE STATUTORY AUDITORS 5.1 APPROVE THE CANCELLATION OF SHARES REPURCHASED Management UNDER THE 2004/2005 SHARE BUYBA CK PROGRAM AND THE RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCI ATION 5.2 APPROVE THE NEW 2005/2006 SHARE BUY BACK PROGRAM Management - ----------------------------------------------------------------------------------------------------------------------------- VALEO SA MIX Meeting Date: 04/21/2005 Issuer: F96221126 ISIN: FR0000130338 BLOCKING SEDOL: 4937579, 5474912, 7165559, 7334832 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETA ILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROX Y CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT H AVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIA N ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.TRADES/VOTE INSTRUCTIONS : SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITT ED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION O R A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND TH E GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE T HAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEAS E THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 03 MAY 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE FY CLOSED ON 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRES ENTED TO THE MEETING O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REP ORT AND THE AGREEMENTS REFERRED TO THEREIN O.4 APPROVE THE ACCOUNTS FOR THE FY CLOSED ON 31 Management DEC 2004, AND NOTES THAT THEY DO SHOW: A NET PROFIT OF: EUR 224,701,474.00, THE DISTRIBUTABLE PROFIT: AMOUNTS T O EUR 1,415,969,791.00, THE AMOUNT OF THE WITHHOLDING WILL BE DEDUCTED FROM IT ; AND APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: ADJUSTMENT OF THE TRANSFE RABLE WITHHOLDING: EUR 83,215,944.00, GLOBAL DIVIDEND: EUR 92,079,926.00, ALLO CATION OF THE BALANCE TO THE CARRY FORWARD ACCOUNT: EUR 1,240,673,921.00; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.10 PER SHARE; THIS DIVIDEND WILL BE PAID FROM 16 MAY 2005 O.5 APPROVE THE TOTALITY OF THE SUMS ENTERED TO THE Management SPECIAL RESERVE ON LONG-TERM C APITAL GAINS, REGISTERED TO THE ACCOUNT REGULATED RESERVES ON THE BALANCE SHEE T FOR THE FY CLOSED ON 31 DEC 2004, I.E. AN AMOUNT OF EUR 67,873,555.00, WILL BE TRANSFERRED TO THE OTHER RESERVES ACCOUNT; A SUM OF EUR 1,901,639.00 CORRES PONDING TO THE EXCEPTIONAL TAX OF 2.50%, WILL BE WITHDRAWN FROM THIS RESERVE O.6 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 70.00, M AXIMUM NUMBER OF SHARES TO BE TRADED:10% OF THE SHARE CAPITAL; THE GLOBAL AMOU NT ALLOCATED TO THIS PURCHASE PROGRAM WILL NOT EXCEED EUR 600,000,000.00; AUT HORITY EXPIRES AT THE END OF 18 MONTHS , IT SUPERSEDES ANY AND ALL EARLIER DEL EGATIONS TO THE SAME EFFECT AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.7 RATIFY THE APPOINTMENT OF MR. PIERRE-ALAIN DE Management SMEDT AS A DIRECTOR, UNTIL THE G ENERAL MEETING WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS FOR FY CLOSED ON 31 DEC 2006 O.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 76,220,0 00.00, BY WAY OF ISSUING SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPI TAL, OR BY CAPITALIZING RETAINED EARNINGS, INCOME OR PAID-IN CAPITAL; IT IS PR ECISED THAT THE NOMINAL GLOBAL AMOUNT OF THE CAPITAL INCREASES WHICH COULD BE REALIZED ACCORDINGLY TO THE PRESENT DELEGATION AND THOSE GIVEN IN RESOLUTIONS NUMBER O.9, O.10, E.11, O.12, O.13 AND O.15 OF THE PRESENT MEETING, IS SET TO EUR 180,000,000.00; THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS ARE MAI NTAINED THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,520 ,000,000.00 IT IS PRECISED THAT THE NOMINAL AMOUNT OF THE DEBT INSTRUMENTS WHI CH COULD BE ISSUED ACCORDINGLY TO THE PRESENT RESOLUTION AND TO THE RESOLUTION S NUMBER 9 AND 12 OF THE PRESENT MEETING, IS SET TO EUR 2,000,000,000.00; AUT HORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES THE DELEGATIO N SET FORTH IN RESOLUTION NUMBER 14 AND GIVEN BY THE COMBINED GENERAL MEETING OF 05 APR, 2004 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 76,220,0 00,000.00, BY WAY OF ISSUING OF SHARES OR SECURITIES GIVING ACCESS TO THE SHAR E CAPITAL, OR BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR PAID-IN CAPI TAL; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER PARAGRAPH 3 DE LA RESOLUTION 8; THE SHAREHOLDERS PRE-EMPTIVE RIGHTS A RE CANCELLED; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,520,000,000.0; THE NOMINAL MAXIMUM AMOUNT OF THE DEBT INSTRUMENTS WHICH COU LD BE ISSUED ACCORDING TO THE PRESENT RESOLUTION AND TO THE RESOLUTIONS NUMBER 8 AND 12 OF THE PRESENT MEETING IS SET TO EUR 2,000,000,000.00; AUTHORITY EX PIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES THE DELEGATION SET FOR TH IN RESOLUTION NUMBER 15 AND GIVEN BY THE COMBINED GENERAL MEETING OF 05 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.10 AUTHORIZE THE BOARD OF DIRECTORS, WITHIN THE Management LIMIT OF 10% OF THE SHARE CAPITAL , TO ISSUE SHARES, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS, IN PAYMENT OF CONTRIBUTIONS IN KIND CONCERNING CAPITAL SECURITIES OR SECURITIES GIVING A CCESS TO THE SHARE CAPITAL E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 7 6,220,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL P AID-IN CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAI SE OF THE PAR VALUE OF THE EXISTING SHARES OR BY UTILIZING BOTH METHODS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 8 3RD PARAGRAPH ; AUTHORITY EXPIRES AT THE END OF 26 MONTHS THE PRESENT DELEG ATION CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 16 AN D GIVEN BY THE CGM OF 05 APR, 2004 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAK E ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF SECURITIES TO BE IS SUED IN CASE OF CAPITAL INCREASE, WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIG HTS; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES DECIDED ACCORDINGLY THE PRESE NT RESOLUTION, SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION N UMBER 8 3RD PARAGRAPH ; THE NOMINAL VALUE OF THE DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,520,000,000.00; IT IS PRECISED THAT THE NOMINAL MAXIMUM AMOU NT OF THE DEBT INSTRUMENTS WHICH COULD BE ISSUED AS PER THE PRESENT RESOLUTION AND THE RESOLUTIONS 8 AND 9 OF THE PRESENT MEETING IS SET TO 2,000,000,000.00 ; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY WAY OF ISSUI NG SHARES AND, OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPA NY S SAVINGS PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOU NT, WHICH SHALL NOT EXCEED EUR 2,100,000.00, THIS AMOUNT SHALL COUNT AGAINST T HE OVERALL VALUE SET FORTH IN THE RESOLUTION NUMBER 8 3RD PARAGRAPH ; THIS DE LEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFE CT AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES E.14 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management ONE OR MORE TRANSACTIONS, TO EMP LOYEES AND EVENTUALLY TO OFFICERS TO BE CHOSEN BY IT, OPTIONS GIVING THE RIGHT TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT EXCEED 4,500,00; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; ; THIS DELEGAT ION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AN D AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED IN Management ONE OR MORE TRANSACTIONS, TO TH E ALLOCATION OF FREE SHARES IN ISSUE OR TO BE ISSUED THE PREFERENCE SHARES BE ING EXCLUDED IN FAVOR OF THE EMPLOYEES AND OFFICERS, THE NUMBER OF SHARES IN ISSUE OF TO BE ISSUED WILL NOT EXCEED 10% OF THE SHARE CAPITAL; THE NOMINAL MA XIMUM AMOUNT OF THIS CAPITAL INCREASE, REALIZED AS PER THE PRESENT DELEGATION, SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 8 3RD P ARAGRAPH ; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND AUTHORIZE THE BOAR D OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES O.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE PLAN, PROVI DED THAT THE TOTAL NUMBER OF SHARES CANCELLED DOES NOT EXCEED A NUMBER OF 6,25 0,040 SHARES OF A PAR VALUE OF EUR 3.00 NOMINAL MAXIMUM AMOUNT EUR 18,750,000 .00 ; THESE PURCHASES WILL HAVE TO BE REALIZED WITHIN THE FRAME OF A TAKEOVER, THE PURCHASE PRICE WILL BE EUR 40.00 AFTER THE CUTTING OFF OF THE DIVIDEND F OR THE FY 2004 ; AUTHORITY EXPIRES AT THE END OF 31 DEC 2005 ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECES SARY FORMALITIES O.17 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELING SELF -DETAINED SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NO T EXCEED 10% OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.18 AMEND THE ARTICLES OF ASSOCIATION NUMBER 9- TRANSFER Management OF SHARES O.19 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- VIENNA INTL ARPT AGM Meeting Date: 04/21/2005 Issuer: A2048U102 ISIN: AT0000911805 BLOCKING SEDOL: 4359690, 5358715 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORT, REPORTING OF MANAGEMENT Management BOARD AND SUPERVISORY BOARD ON THE FY 2004 2. APPROVE THE ALLOCATION OF THE NET INCOME OF THE Management FY 2004 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management AND THE SUPERVISORY BOARD DURING THE FY 2004 4. APPROVE THE STATUARY ALLOWANCE OF THE SUPERVISORY Management BOARD FOR 2004 5. ELECT THE AUDITORS FOR 2005 Management - ----------------------------------------------------------------------------------------------------------------------------- VOLKSWAGEN AG, WOLFSBURG OGM Meeting Date: 04/21/2005 Issuer: D94523103 ISIN: DE0007664039 BLOCKING SEDOL: 0309291, 0930550, 4924430, 4930545, 4940629, 4971425, 5497146, 5497168, 97254, 5497265, 5497276, 5497920, 7158623 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting PROFIT OF EUR 419,014,574.84 A S FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE; PAYMENT OF A DIVIDEND OF EUR 1.11 PER PREFERENCE SHARE; THE REMAINDER SHALL BE CARRIED FORW ARD EX-DIVIDEND AND PAYABLE DATE 22 APR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTOR Non-Voting S 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Non-Voting SECTION 3, REGARDING ANNOUNCEMEN TS OF THE COMPANY BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE SECTION 23 (3), REGARDING THE USE OF ELECTRONIC MEANS OF COMMUNICATION FOR SHAREHOLDERS MEETINGS SECTION 5(2), REGARDING THE SHAREHOLDERS RIGHT TO CERTIFICATION OF T HEIR SHARES BEING EXCLUDED 6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Non-Voting WITH THE LAW ON CORPORATE INTE GRITY AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS UMAG BECOMING EFFECTIVE AS PER 01 NOV 2005, AS FOLLOWS: SECTIO N 20(2), REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING SECTION 22, REGARDING SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR TO THE SHAREHO LDERS MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEME NT TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS SECT ION 23(4), REGARDING THE CHAIRMAN OF THE SHARE-HOLDERS MEETING BEING AUTHORIZ ED TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS 7. APPROVE THAT THE ORDINARY SHARES MAY BE SOLD Non-Voting EXCEPT FOR PURPOSES OF SECURITIES TRADING, FLOATED ON FOREIGN STOCK EXCHANGES, USED FOR ACQUISITION PURPOSES OR FOR SATISFYING OPTION AND/OR CONVERTIBLE RIGHTS AND RE-TIRED; AND AUTHORIZE T HE BOARD OF MANAGING DIRECTOR S TO ACQUIRE ORDINARY AND/OR PREFERENCE SHARES O F THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF THE SHARES ARE ACQUIRED TH ROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THE SHARES ARE ACQUIRED BY WAY OF A RE-PURCHASE OFFER; THESE AUTHORIZATIONS SHALL BE EFFECTIVE FROM 23 OCT 20 05, UNTIL 21 OCT 2006 8. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Non-Voting FOR THE 2005 FY THE AUDITORS FOR THE YEAR 2005 * PLEASE NOTE THAT THIS AGENDA IS AVAILABLE IN Non-Voting GERMAN AND ENGLISH. THANK YOU. * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANY S MEETING. - ----------------------------------------------------------------------------------------------------------------------------- VOLKSWAGEN AG, WOLFSBURG OGM Meeting Date: 04/21/2005 Issuer: D94523145 ISIN: DE0007664005 BLOCKING SEDOL: 0308908, 0930549, 4930318, 4930556, 4930794, 4930857, 4931496, 5493382, 97016, 5497061, 5497072, 5497094, 5497102, 5497919, 5497931, 6122351, 6930703, 7159336 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM, THANK YOU Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY, ALONG WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND T HE GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 419,014,574.84 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE; PAYMENT OF A D IVIDEND OF EUR 1.11 PER PREFERENCE SHARE; THE REMAINDER SHALL BE CARRIED FORWA RD EX-DIVIDEND AND PAYABLE DATE: 22 APRIL 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management SECTION. 3, REGARDING ANNOUNCEME NTS OF THE COMPANY BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE; SECTION. 23(3), REGARDING THE USE OF ELECTRONIC MEANS OF COMMUNICATION FOR SHARE HOLDE RS MEETINGS; SECTION 5(2), REGARDING THE SHAREHOLDERS RIGHT TO CERTIFICATION O F THEIR SHARES BEING EXCLUDED 6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE LAW ON CORPORATE INTE GRITY AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS UMAG BECOMING EFFECTIVE AS PER 01 NOV 2005, AS FOLLOWS: SECTION 20(2), REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER THAN 30 DAYS P RIOR TO THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND THE S HAREHOLDERS MEETING; SECTION 22, REGARDING SHAREHOLDERS INTENDING TO ATTEND TH E SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER SEVEN DAYS PRIOR TO THE SHARE HOLDERS MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLE MENT TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS; SE CTION 23(4), RE THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING AUTHORIZED TO L IMIT THE TIME FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETINGS 7. GRANT AUTHORITY TO DISPOSE AND ACQUIRE OWN SHARES Management ORDINARY SHARES MAY BE SOLD EXCEPT FOR PURPOSES OF SECURITIES TRADING, FLOATED ON FOREIGN STOCK EXCHANGES, USED FOR ACQUISITION PURPOSES OR FOR SATISFYING OPTION AND/OR CONVERTIBLE RIG HTS, AND RETIRED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO ACQUIRE ORDINA RY AND/OR PREFERRED SHARES OF THE COMPANY OF UP TO 10%. OF THE SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF THE SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF TH E SHARES ARE ACQUIRED BY WAY OF A REPURCHASE OFFER; AUTHORITY EXPIRES AT THE END OF 21 OCT 2006 8. APPOINT PRICEWATERHOUSECOOPERS DEUTSCHE REVISION Management AG, HANOVER, AS THE AUDITORS FOR THE FY 2005 * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANY S MEETING. - ----------------------------------------------------------------------------------------------------------------------------- ALLIANCE UNICHEM PLC AGM Meeting Date: 04/22/2005 Issuer: G0182K124 ISIN: GB0009165720 SEDOL: 0916572, 5475711, 5829675 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS, THE INDEPENDENT Management For AUDITORS REPORT AND THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR THE YE 31 DEC 20 04 2. APPROVE THE BOARD REPORT ON REMUNERATION Management For 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. ELECT MR. IAN MEAKINS AS A DIRECTOR Management For 5. RE-ELECT MS. STEFANO PESSINA AS A DIRECTOR, WHO Management For RETIRES BY ROTATION UNDER THE ARTICLES OF ASSOCIATION 6. RE-ELECT MR. STEVE DUNCAN AS A DIRECTOR, WHO Management For RETIRES BY ROTATION UNDER THE ART ICLES OF ASSOCIATION 7. RE-ELECT MR. NEIL CROSS AS A DIRECTOR, WHO RETIRES Management For BY ROTATION UNDER THE ARTIC LES OF ASSOCIATION 8. RE-ELECT MR. PAOLO SCARONI AS A DIRECTOR, WHO Management For RETIRES BY ROTATION UNDER THE AR TICLES OF ASSOCIATION 9. RE-APPOINT DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS, Management For AS THE AUDITORS OF TH E COMPANY AND AUTHORIZE THEIR REMUNERATION BE DETERMINED BY THE DIRECTORS 10. APPROVE THE WAIVER OF THE OBLIGATION WHICH WOULD Management For OTHERWISE ARISE PURSUANT TO R ULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS, FOR ANY 1 OR MORE OF ALLIANCE SANTE PARTICIPATION S.A, STEFANO PESSINA AND ORNELLA BARRA AND ANY 1 OF THEIR CLOSE RELATIVES AND RELATED TRUSTS TOGETHER THE CONCERT PARTY TO MAKE A GEN ERAL OFFER FOR ALL THE ORDINARY SHARES OF THE COMPANY IN CONNECTION WITH: 1) T HE ELECTION BY ANY MEMBER OF THE CONCERT PARTY AS A SHAREHOLDER IN THE COMPANY TO RECEIVE AN ALLOTMENT OF ORDINARY SHARES INSTEAD OF CASH; I) IN RESPECT OF THE FINAL DIVIDEND OF 12.25 PENCE OR ANY PART THEROF DECLARED UNDER RESOLUTI ON NUMBER 3; AND II) IN RESPECT OF ANY INTERIM DIVIDEND FOR THE 6 MONTHS ENDIN G 30 JUN 2005; AND 2) THE EXERCISE OR TAKE UP BY ANY 1 OR MORE MEMBERS OF THE CONCERT PARTY OF OPTIONS IN RESPECT OF UP TO A MAXIMUM OF 275,625 ORDINARY SHA RES IN AGGREGATE IN THE CAPITAL OF THE COMPANY PURSUANT TO THE ALLIANCE UNICHE M SHARE INCENTIVE PLAN, PROVIDED THAT SUCH APPROVAL SHALL ONLY APPLY TO THE EX TENT THAT THE ELECTION DESCRIBED IN SUB-PARAGRAPH (1) AND THE EXERCISE OR TAKE UP DESCRIBED IN SUB-PARAGRAPH (2) OF THIS RESOLUTION DOES NOT RESULT IN MEMBE RS OF THE CONCERT PARTY HOLDINGS IN AGGREGATE MORE THAN 31% OF THE ISSUED SHAR E CAPITAL OF THE COMPANY ALL AS MORE FULLY DESCRIBED IN THE COMMENTARY OF THE BUSINESS OF THE AGM AND THE APPENDIX TO THIS NOTICE 11. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY AUTHORITY AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTIO N 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 7,473,153.10; AUTHORITY EXPIRE S AT THE END OF 5 YEARS ; AND THE DIRECTORS MAY ALLOT ANY RELEVANT SECURITIES IN PURSUANCE OF AN SUCH AN OFFER OR AGREEMENT MADE BY THE COMPANY WITHIN THAT PERIOD S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE COMPANIES ACT FOR CASH PURSUANT T O THE AUTHORITY CONFERRED BY RESOLUTION 11, DISAPPLYING THE STATUTORY PRE-EMPT ION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTME NT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, IN FAVOUR OF AL L HOLDERS OR RELEVANT EQUITY SECURITIES; AND B) UP TO AN AGGREGATE NOMINAL AMO UNT OF GBP 1,790,973.8; AND THE DIRECTORS TO ALLOT ANY EQUITY SECURITIES IN P URSUANCE OF AN OFFER OR AGREEMENT ENTERED INTO BY THE COMPANY WITHIN THAT PER IOD 13. AUTHORIZE THE DIRECTORS TO OFFER ORDINARY SHAREHOLDERS Management For IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY THE RIGHT TO ELECT TO RECEIVE AND ALLOTMENT OF ADDITIONAL ORDINARY SHARES CREDITED AS FULLY PAID IN STEAD OF CASH IN RESPECT OF ANY DIVIDEND OR ANY PART THEREOF PROPOSED TO BE PAID OR DECLARED ON OR AT ANY TIME IN THE PERIOD ENDING 5 YEARS FROM THE PASSI NG OF THIS RESOLUTION S.14 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY Management For 15. AUTHORIZE THE COMPANY: A) TO MAKE DONATIONS TO Management For EU POLITICAL ORGANIZATIONS, AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP 150,000 IN TOTAL; AND B) TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP 150,000 IN TOTAL DURING THE PERIOD OF 4 YEARS BEGINNING WITH TH E DATE OF PASSING THIS RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- BANCO POPOLARE DI VERONA E NOVARA SCRL, VERONA MIX Meeting Date: 04/22/2005 Issuer: T1866D101 ISIN: IT0003262513 BLOCKING SEDOL: 7378261 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 APPROVE THE BOARD OF DIRECTORS, INTERNAL AND Management EXTERNAL AUDITORS REPORTS ON FY 2005; TO SUBMIT BALANCE SHEET REPORTS AND TO RESOLVE UPON PROFIT ALLOCATION; C ONSOLIDATED BALANCE SHEET REPORTS AND SOCIAL BALANCE SHEET REPORT O.2 APPOINT THE EXTERNAL AUDITORS FOR 3 YEARS TERM Management 2005/2007 FOR THE BALANCE SHEET AND THE CONSOLIDATED BALANCE SHEET AND ACCOUNTING REVIEW AS PER ARTICLE 155 O F THE LEGISLATIVE DECREE NO. 58 OF 24 FEB 1998, AS WELL AS FOR THE REVIEW OF B I-ANNUAL REPORT AND CONSOLIDATED BI-ANNUAL REPORT AS PER CONSOB REGULATION NO. 10867/97 CONSEQUENT POWERS BESTOWAL O.3 APPROVE TO STATE MEDALS FOR PRESENCE TO BE ATTRIBUTED Management TO THE DIRECTORS OF FY 2 005 O.4 APPOINT THE DIRECTORS FOR 3 YEARS TERM 2005/2007 Management O.5 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management FOR 3 YEARS TERM 2005/2007 AN D TO STATE THEIR EMOLUMENTS AS PER ARTICLES 45 OF THE BYLAW O.6 APPOINT THE BOARD OF ARBITRATORS FOR 3 YEARS Management TERM 2005/2007 E.1.a AMEND SOME ARTICLES OF THE BYLAW AND TO INTRODUCE Management A NEW ARTICLE 48-BIS, ALSO I N ORDER TO COPE WITH THE NEW LAW PROVISIONS STATED BY THE LAW DECREE NO. 5-6 O F 17 JAN 2005, NO. 37 OF 06 FEB 2004 AND NO. 310 OF 28 DEC 2004 COMPANY S LAW REFORM E.1.b APPROVE THE RESOLUTIONS RELATED THERETO AND POWER Management BESTOWAL * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON THE SAME DATE 23 APR 2005 AT 9:30 A.M. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLE ASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET O R THE MEETING IS CANCELLED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- FRANCE TELECOM SA MIX Meeting Date: 04/22/2005 Issuer: F4113C103 ISIN: FR0000133308 BLOCKING SEDOL: 4617428, 5176177, 5356399, 5897650, B067338 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR TH E YE 31 DEC 2004 AND THE EARNINGS FOR THIS FY EUR 6,619,330,115.41; AND GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF THEI R DUTIES DURING THE SAID FY O.2 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management DIRECTORS AND THE REPORT OF THE STATUTORY AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE F Y 2004 O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 6,619,3 30,115.41; APPROPRIATION OF EUR 305,731,528.78 TO THE LEGAL RESERVE, THUS AMOU NTING TO EUR 767,264,305.98; DISTRIBUTABLE PROFITS: EUR 5,808,899,046.88; BALA NCE OF THE DISTRIBUTABLE PROFITS TO THE CARRY FORWARD ACCOUNT; THE SHAREHOLDER S WILL RECEIVE A NET DIVIDEND OF EUR 0.48 PER SHARE, ELIGIBLE FOR THE 50% ALLO WANCE AND WITHOUT TAX CREDIT AS THIS ONE HAS BEEN CANCELLED SINCE 01 JAN 2005 THIS DIVIDEND WILL BE PAID ON 03 JUN 2005; AND AUTHORIZE THE BOARD OF DIRECTOR S TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AS R EQUIRED BY LAW O.4 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND APPROVE, AS REQUIRED BY ARTIC LE 39 IV OF FINANCIAL LAW NUMBER 2004-1485 OF 30 DEC 2004, FOR 2004: TO CANCEL THE APPROPRIATION TO A SECONDARY ACCOUNT OF THE LEGAL RESERVE, SPECIFIC TO TH E SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS ACCOUNT, OF THE AMOUNT OF 31 DEC 2004 WHICH WAS OF EUR 1,511,605.26 TO CHARGE, IN PRIORITY, TO THE SPECIAL RESE RVE OF LONG-TERM CAPITAL GAINS ACCOUNT OR SECONDARILY THE CARRY FORWARD ACCOUN T, THE TAXES AMOUNT DUE TO THIS OPERATION O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGRE EMENTS REFERRED TO THEREIN O.6 RATIFY THE CO-OPTATION OF MR. DIDIER LOMBARD Management AS DIRECTOR FOR THE REMAINING PER IOD OF HIS PREDECESSOR S TERM OF OFFICE, MR. THIERRY BRETON O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management LOMBARD AS A DIRECTOR FOR A PERIOD OF 5 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARCEL Management ROULETTE AS A DIRECTOR FOR A PERIOD OF 5 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. STEPHANE Management RICHARD AS A DIRECTOR FOR A PERIOD OF 5 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ARNAUD Management LAGARDERE AS A DIRECTOR FOR A PERIOD OF 5 YEARS O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. HENRI Management MARTRE AS A DIRECTOR FOR A PE RIOD OF 5 YEARS O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management DUFAU AS A DIRECTOR FOR A P ERIOD OF 5 YEARS O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management SIMONIN AS A DIRECTOR FOR A PE RIOD OF 5 YEARS O.14 APPOINT MR. JEAN-YVES BASSUEL AS A DIRECTOR REPRESENTING Management SHAREHOLDERS STAFF ME MBERS, FOR A PERIOD OF 5 YEARS O.15 APPOINT MR. BERNARD GINGREAU AS A DIRECTOR REPRESENTING Management SHAREHOLDERS STAFF MEM BERS, FOR A PERIOD OF 5 YEARS O.16 APPOINT MR. STEPHANE TIERCE AS A DIRECTOR REPRESENTING Management SHAREHOLDERS STAFF MEMB ERS, FOR A PERIOD OF 5 YEARS O.17 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 500,000.00 Management TO THE BOARD OF DIRECTORS O.18 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management RELATING TO THE CHANGE OF DELOITT E ET ASSOCIES CORPORATE NAME, PREVIOUSLY CALLED DELOITTE TOUCHE TOHMATSU-AUDI T, AS A CONSEQUENCE OF THE AMALGAMATION-MERGER OF DELOITTE TOUCHE TOHMATSU BY THE DELOITTE TOUCHE TOHMATSU-AUDIT FIRM, NOTES THAT SAID AMALGAMATION-MERGER A S WELL AS CORPORATE S NAME CHANGE MENTIONED WILL HAVE NOT HAVE ANY EFFECT ON D ELOITTE ET ASSOCIES TERM OF OFFICE O.19 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE CGM ON 01 SEP 2004, TO TRADE IN THE COMPANY S SHARES ON THE STOCK MARKET, PROVIDE D THAT IT SHALL NOT EXCEED 10% OF THE CAPITAL AND AS PER THE FOLLOWING CONDITI ONS: MAXIMUM PURCHASE PRICE: EUR 40.00, MINIMUM SALE PRICE: SET UP IN ACCORDAN CE WITH LEGAL PROVISIONS IN FORCE; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.20 APPROVE, IN ACCORDANCE WITH ARTICLE L.228-40 Management OF THE FRENCH COMMERCIAL CODE, TO CANCEL THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS BY THE RESOLUTION 6 OF THE COMBINED GENERAL MEETING OF MAY 2002, TO ISSUE BONDS, SIMILAR SECURITIE S OR OTHER DEBT SECURITIES O.21 AMEND THE ARTICLE OF ASSOCIATION NUMBER 9: FORM Management OF SHARES, IN ORDER TO ADAPT I T TO THE NEW PROVISIONS OF ARTICLE L.228-2 OF THE FRENCH COMMERCIAL CODE O.22 APPROVE THE TRANSFER OF THE COMPANY TO THE PRIVATE Management SECTOR, AND AMEND THE FOLLO WING ARTICLES OF ASSOCIATION: ARTICLE NUMBER 13 ENTITLED BOARD OF DIRECTORS; A RTICLE NUMBER 14 ENTITLED CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTMENT; ARTI CLE NUMBER 15 ENTITLED DELIBERATIONS OF THE BOARD; ARTICLE NUMBER 17 ENTITLED POWERS OF THE BOARD OF DIRECTORS CHAIRMAN; ARTICLE NUMBER 18 ENTITLED GENERAL MANAGEMENT; AND ARTICLE NUMBER 19 ENTITLED DEPUTY GENERAL MANAGEMENT O.23 AMEND THE FOLLOWING ARTICLES OF ASSOCIATION REFERRING Management TO THE AGE LIMIT: ARTICL E NUMBER 14 - CHAIRMAN OF THE BOARD OF DIRECTORS 70 YEARS ; ARTICLE NUMBER 16 GENERAL MANAGEMENT 70 YEARS ; AND ARTICLE NUMBER 19- DEPUTY GENERAL 70 YEA RS O.24 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,000,000.00 BY WAY OF ISSUING, WITH PREFERENTIAL SUBSCRIPTI ON RIGHT OF SHAREHOLDERS MAINTAINED, COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED SECURITIES GIVING ACCESS TO A COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, OF WHICH HALF OF THE CAPITAL IS OWNED BY THE COMPANY; THE MAXIMU M NOMINAL AMOUNT OF DEBT SECURITIES SHALL NOT EXCEED EUR 10,000,000,000.00; A UTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; IT CANCELS, FOR THE FRACTION UNUSED, THE ONE GIVEN BY RESOLUTION 9 OF THE CGM OF 25 FEB 2003 O.25 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE CAPITAL BY EUR 4,000,000,000. 00 BY WAY OF ISSUING THE PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS, COMP ANY S EXISTING ORDINARY SHARES OR TO BE ISSUED SECURITIES GIVING ACCESS TO A C OMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, OF WHICH HALF OF THE CAPITA L IS OWNED BY THE COMPANY; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; IT CANCELS, FOR THE FRACTION UNUSED, THE ONE GIVEN BY THE RESOLUTION 10 OF TH E CGM OF 25 FEB 2003 O.26 RECEIVE THE GENERAL REPORT OF THE BOARD OF DIRECTORS Management AND THE SPECIAL REPORT OF THE AUDITORS; AUTHORIZE THE BOARD OF DIRECTORS, IN THE EVENT OF ISSUES OF ORD INARY SHARES OR SECURITIES GIVING ACCESS TO ORDINARY SHARES, WITHOUT THE SHARE HOLDERS PREFERENTIAL SUBSCRIPTION RIGHT, TO FIX THE ISSUING PRICE, WITHIN THE LIMIT OF 10 % OF THE COMPANY CAPITAL IN 12 MONTHS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.27 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF SECURITIES TO BE IS SUED IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT PREFERENTIAL SUBSCRIP TION RIGHT OF SHAREHOLDERS, WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE; AUT HORITY EXPIRES AT THE END OF 26 MONTHS O.28 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management COMPANY S ORDINARY SHARES OR SEC URITIES GIVING ACCESS TO ORDINARY SHARES, IN CONSIDERATION FOR SECURITIES TEND ERED IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY, PROVIDED THAT THE TO TAL INCREASE OF THE NOMINAL AMOUNT OF THE SHARE CAPITAL DOES NOT EXCEED EUR 4, 000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS FOR TH E FRACTION UNUSED, THE ONE GIVEN BY THE RESOLUTION 11 OF THE CGM OF 25 FEB 200 3 O.29 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY 10% OF THE S HARE CAPITAL, BY WAY OF ISSUING THE COMPANY S ORDINARY SHARES AND SECURITIES G IVING ACCESS TO THE COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN CON SIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; AUTHOR ITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND A CCOMPLISH ALL NECESSARY FORMALITIES O.30 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management COMPANY S ORDINARY SHARES CONSEQ UENTLY TO SECURITIES ISSUED TO ONE OF THE COMPANY S SUBSIDIARIES; THE SAID SEC URITIES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY; THE CEILING OF THE NO MINAL AMOUNT IS OF EUR 4,000,000,000.00 AND SHALL COUNT AGAINST THE OVERALL VA LUE SET FORTH IN THE RESOLUTION O.10; AUTHORITY EXPIRES AT THE END OF 26 MONT HS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITI ES; IT CANCELS, FOR THE FRACTION UNUSED, THE ONE GIVEN BY THE RESOLUTION 12 OF THE CGM OF 25 FEB 2003 O.31 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management COMPANY S ORDINARY SHARES RESERV ED TO THE PEOPLE HAVING SIGNED A LIQUIDITY AGREEMENT WITH THE COMPANY AS SHARE HOLDERS OR HOLDERS OF OPTIONS GRANTING THE RIGHT TO SUBSCRIBE FOR SHARES OF TH E ORANGE S.A. COMPANY; THE MAXIMUM NOMINAL AMOUNT OF THE SHARE INCREASE SHALL NOT EXCEED EUR 400,000,000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AN D TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; IT CANCELS FOR THE FRACTION UNUSED, GRANTED BY THE CGM OF 01 SEP 2004 IN THE RESO LUTION 4 O.32 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE THE Management LIQUIDITY SECURITIES ON OPTIONS ILO FREE OF CHARGE, RESERVED TO THE HOLDERS OF THE OPTIONS GRANTING THE RIGH T TO SUBSCRIBE FOR SHARES OF ORANGE S.A HAVING SIGNED A LIQUIDITY AGREEMENT; T HE MAXIMUM NOMINAL AMOUNT OF THE SHARE INCREASE SHALL NOT EXCEED EUR 400,000,0 00.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.33 APPROVE THAT, AS A CONSEQUENCE OF ADOPTION OF Management PREVIOUS 9 RESOLUTIONS, THE MAXI MUM NOMINAL VALUE OF THE CAPITAL INCREASES TO BE CARRIED OUT UNDER THESE DELEG ATIONS OF AUTHORITY SHALL NOT EXCEED EUR 8,000,000,000.00 O.34 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management FRANCE OR ABROAD, IN ONE OR MORE TRANSACTIONS, SECURITIES GIVING RIGHTS TO THE ALLOCATION OF DEBT SECURITIES; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00 0.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.35 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AND ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 2,0 00,000,000.00 BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR PREMIUMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALU E OF THE EXISTING SHARES, OR BY UTILIZING BOTH METHODS; AUTHORITY EXPIRES AT T HE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES; THE PRESENT DELEGATION CANCELS FOR THE FRACTION UNUSED, T HE DELEGATION SET FORTH IN THE RESOLUTION 14 AND GIVEN BY THE GENERAL MEETING OF 25 FEB 2003 O.36 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPAN Y SAVINGS PLAN; FOR A MAXIMUM NOMINAL AMOUNT OF THE SHARE INCREASE OF EUR 1,00 0,000,000.00; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE PRESENT DELEGATI ON CANCELS FOR THE FRACTION UNUSED, THE DELEGATION SET FORTH IN THE RESOLUTION 4 AND GIVEN BY THE GENERAL MEETING OF 01 SEP 2004 O.37 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDE D THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 1 0% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE AL L NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT DEL EGATION CANCELS FOR THE FRACTION UNUSED, THE DELEGATION SET FORTH IN THE RESOL UTION 16 AND GIVEN BY THE GENERAL MEETING OF 25 FEB 2003 O.38 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBES BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- GROUPE DANONE MIX Meeting Date: 04/22/2005 Issuer: F12033134 ISIN: FR0000120644 BLOCKING SEDOL: 0799085, 5981810, 5983560, 5984057, 5984068, 7164437, B018SX1, B01HK10, - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 22 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004 O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE FY, ENDING ON 31 DEC 200 4 O.3 APPROVE THAT THE PROFITS FOR THE FY AMOUNT TO Management EUR 422,978,494.25 AND THE PRIOR RETAINED EARNINGS AMOUNT TO EUR 1,268,339,828.36, AND TO APPROPRIATE THE DISP OSABLE PROFITS OF EUR 1,696,305,822.61 AS FOLLOWS: GLOBAL DIVIDEND: EUR 361,92 8,952.00; CARRY FORWARD ACCOUNT: EUR 1,334,376,870.61; AN AMOUNT OF EUR 200,00 0,000.00 CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL BE TRA NSFERRED TO THE ORDINARY RESERVES ACCOUNT; AN AMOUNT OF EUR 4,987,500.00 CHARG ED TO THE ORDINARY RESERVES ACCOUNT TO BE TRANSFERRED TO THE CARRY FORWARD ACC OUNT FOLLOWING THIS APPROPRIATION; THE CARRY FORWARD ACCOUNT WILL AMOUNT TO EU R 1,339,634,370.61; THE SHAREHOLDERS TO RECEIVE A NET DIVIDEND OF EUR 1.35 PER SHARE AND THIS DIVIDEND WILL BE PAID ON 17 MAY 2005 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BRUNO Management BONNELL AS DIRECTOR FOR A PER IOD OF 3 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management DAVID-WEILL AS A DIRECTOR FO R A PERIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management NAHMIAS AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JACQUES Management VINCENT AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.9 RATIFY THE CO-OPTATION OF MR. HIROKATSU HIRANO Management AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.10 RATIFY THE CO-OPTATION OF MR. JEAN LAURENT, AS Management A DIRECTOR UNTIL THE OGM CALLED TO DELIBERATE ON THE FINANCIAL STATEMENTS FOR THE YEAR 2005 O.11 APPOINT MR. BERNARD HOURS AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS O.12 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS: MAXIMUM PURCHASE PRICE: EUR 100.00; MINIMUM SALE PRICE: EUR 60.00 ; MAXIMUM NUMBER OF SHARES TO BE TRADED: 18,000,000; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS ; APPROVE TO CANCEL AND REPLACE THE DELEGATION SET FORTH IN RESOLUTION 12 AND GIVEN BY THE COMBINED GENERAL MEETING OF 15 APR 2004 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES O.13 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management DELEGATION SET FORTH IN RESOLU TION 12 AND GIVEN BY THE COMBINED GENERAL MEETING OF 11 APR 2003, TO ISSUE, IN FRANCE OR ABROAD, ORDINARY BONDS OR SUBORDINATED BONDS FOR A MAXIMUM NOMINAL AMOUNT OF EUR 2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 5 YEARS O.14 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management DELEGATION SET FORTH IN RESOLU TION 13 AND GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT OF EUR 45,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE COMPAN Y AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, PREFERENTIAL RIGHT OF SUB SCRIPTION MAINTAINED AND THE NOMINAL VALUE OF DEBT SECURITIES ISSUED NOT EXCEE DING EUR 2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES O.15 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management DELEGATION SET FORTH IN RESOLU TION 14 AND GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT OF EUR 33,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF THE COMPAN Y AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, WITHOUT THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED PROVIDED THAT THE NOMINAL VALUE O F DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.16 AUTHORIZE THE BOARD OF DIRECTORS, FOR THE ISSUES Management REFERRED TO IN RESOLUTIONS 14 AND 15, TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS O.17 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management DELEGATION SET FORTH IN RESOLU TION 14 AND GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO ISSUE SHARES AND S ECURITIES GIVING ACCESS TO THE SHARE CAPITAL AS A REMUNERATION OF SHARES TENDE RED TO ANY PUBLIC EXCHANGE OFFER MADE BY THE COMPANY; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.18 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE THE Management COMPANY S SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL IN ORDER TO REMUNERATE THE CONTRIBUTIONS I N KIND, PROVIDED THAT IT DOES NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.19 AUTHORIZE THE BOARD OF DIRECTORS, TO ISSUE ONE Management OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, SECURITIES GIVING RIGHTS TO THE ALLOCATION OF THE DEBT SECURITIES SUCH AS BONDS, SIMILAR INSTRUMENTS AND FIXED TERM OR UNFIXED TERM SUBORDINATE BONDS PROVIDED THAT THE NOMINAL VALUE OF DEBT SECURITIES TO BE ISSUED SHALL NO T EXCEED EUR 2,0000,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS BY A MAXIMUM NOMINAL AMOUNT OF EUR 33,000,000.00 BY WAY OF CAPITA LIZING RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CA PITALIZABLE ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE AND ALLOCATION OF FREE SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES OR BY SIMULTANEOUS LY; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIR ECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.21 AUTHORIZE THE BOARD OF DIRECTORS, REPLACING THE Management DELEGATION SET FORTH IN RESOLU TION 15 AND GIVEN BY THE GENERAL MEETING OF 15 APR 2004 , TO INCREASE THE SHAR E CAPITAL IN ONE OR MORE TRANSACTIONS AT ITS SOLE DISCRETION IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE THE MEMBERS OF THE COMPANY SAVINGS PLAN PROVIDED T HAT THE AMOUNT SHALL NOT EXCEED 2,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURE S AND ACCOMPLISH ALL NECESSARY FORMALITIES E.22 AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES Management AND OFFICERS, REPLACING THE DELEGATION SET FORTH IN RESOLUTION 15 AND GIVEN BY THE GENERAL MEETING OF 15 APR 2004, TO PURCHASE COMPANY S EXISTING SHARES, PROVIDED THAT THE TOTAL NU MBER OF SHARES NOT TO EXCEED 3,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ONE OR MORE Management TRANSACTIONS, THE COMPANY AND ITS SUBSIDIARIES, EMPLOYEES AND OFFICERS, TO ISSUE ORDINARY SHARES, PROVIDED T HAT THE TOTAL NUMBER OF SHARES NOT TO EXCEED 0.40% OF THE COMPANY S SHARE CAPI TAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AUTHORIZE THE BOARD OF DI RECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE S O.24 AUTHORIZE THE BOARD OF DIRECTORS IN SUBSTITUTION Management TO THE EARLIER AUTHORIZATIONS , TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN C ONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHAR ES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY I S GIVEN FOR A PERIOD OF 24 MONTHS O.25 GRANT ALL POWERS TO THE BEARER OF THE A COPY Management OF AN EXTRACT OF THE MINUTES OF T HIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRESCRIBED BY LAW * PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting ON 12 APR 2005 HAS BEEN POSTPONE D AND WILL BE HELD ON SECOND CALL ON 22 APR 2005. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YO UR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ITALCEMENTI FABBRICHE RIUNITE CEMENTO SPA, BERGAMO OGM Meeting Date: 04/22/2005 Issuer: T5976T104 ISIN: IT0001465159 BLOCKING SEDOL: 5975891, 5975932 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 23 APR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE BALANCE SHEET REVIEW AS OF 31 DEC Management 2004, THE BOARD OF DIRECTORS MA NAGEMENT REPORT AND THE INTERNAL AUDITORS REPORT; RESOLUTIONS THERETO 2. GRANT AUTHORITY TO BUY OWN SHARES AND TO DISPOSE Management THEM 3. APPROVE TO INTEGRATE EXTERNAL AUDITORS EMOLUMENTS Management FOR THE YEAR 2004 4. APPOINT EXTERNAL AUDITORS FOR THE BALANCE SHEET, Management THE CONSOLIDATED BALANCE SHEE T AND THE BI-YEARLY REPORT AUDITING AND FOR THE ACCOUNTING REVIEW FOR THE YEAR S 2005, 2006 AND 2007 - ----------------------------------------------------------------------------------------------------------------------------- ORIENT OVERSEAS (INTERNATIONAL) LTD AGM Meeting Date: 04/22/2005 Issuer: G67749120 ISIN: BMG677491208 SEDOL: 6659116, B06GRY4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE AUDITED FINANCIAL STATEMENTS AND THE Management For REPORTS OF THE DIRECTORS AND TH E AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DECEMBER Management For 2004 3. APPROVE THAT, CONDITIONAL UPON THE LISTING COMMITTEE Management For OF THE STOCK EXCHANGE OF HONG KONG LIMITED GRANTING LISTING OF AND PERMISSION TO DEAL IN THE NEW SHARES OF USD 0.10 EACH INDIVIDUALLY A BONUS SHARE AND COLLECTIVELY THE BONUS SHARE S IN THE CAPITAL OF THE COMPANY TO BE ISSUED: A) TO CAPITALIZE SUCH AMOUNT NE CESSARY TO GIVE EFFECT TO THE ISSUE OF THE BONUS SHARES THAT IS FOR THE TIME B EING STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY AND AU THORIZE THE DIRECTORS TO APPLY SUCH SUM IN PAYING UP IN FULL AT PAR USD 0.10 SUCH NUMBER OF BONUS SHARES TO BE ALLOTTED AND ISSUED AS FULLY PAID TO THE SH AREHOLDERS OF THE COMPANY ON THE BASIS OF 1 BONUS SHARE FOR EVERY 10 ISSUED OR DINARY SHARES OF USD 0.10 EACH HELD BY SUCH SHAREHOLDERS WHOSE NAMES APPEAR ON THE REGISTER OF MEMBERS OF THE COMPANY AT THE CLOSE OF BUSINESS ON 22 APR 200 5 AND TO ALLOT AND ISSUE SUCH BONUS SHARES; B) THE BONUS SHARES TO BE ISSUED S HALL RANK PARI PASSU IN ALL RESPECTS WITH THE EXISTING ISSUED SHARES OF THE CO MPANY AS AT THE DATE OF ISSUE OF SUCH BONUS SHARES; C) NO FRACTIONAL BONUS SHA RES IF ANY SHALL BE ALLOTTED TO THE SHAREHOLDERS OF THE COMPANY AND FRACTION AL ENTITLEMENTS WILL BE ROUNDED DOWN TO THE NEAREST WHOLE NUMBER AND AUTHORIZE THE DIRECTORS TO DEAL WITH ANY FRACTIONS ARISING FRONT THE DISTRIBUTION BY TH E SALE OF THE BONUS SHARES REPRESENTING SUCH FRACTIONS AND TO RETAIN THE NET P ROCEEDS FOR THE BENEFIT OF THE COMPANY; AND D) AUTHORIZE THE DIRECTORS TO DO A LL ACTS AND THINGS AS MAY BE NECESSARY AND EXPEDIENT IN CONNECTION WITH THE IS SUE OF BONUS SHARES 4. RE-ELECT THE DIRECTORS AND FIX THEIR REMUNERATION Management For FOR 2005 5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For AND AUTHORIZE THE BOARD OF D IRECTORS TO FIX THEIR REMUNERATION 6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS OR WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTH ERWISE THAN PURSUANT TO: A RIGHTS ISSUE; OR BONUS ISSUE; OR ISSUE OF SCRIPT DI VIDENDS OR THE EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER THE TERM S OF ANY SHARES, BONDS, WARRANTS OR OTHER SECURITIES CARRYING A RIGHT TO SUBSC RIBE FOR OR PURCHASE SHARES OF THE COMPANY ISSUED BY THE COMPANY OR A SUBSIDIA RY OR WHOSE ISSUE IS AUTHORIZED; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUS ION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY LAW OR THE BY-LAW OF THE COMPANY TO BE HELD 6.B AUTHORIZE THE COMPANY TO PURCHASE SHARES OF ALL Management For CLASSES IT THE CAPITAL OF THE COMPANY, SECURITIES CONVERTIBLE INTO SHARES AND OPTIONS, WARRANTS OR SIMILAR R IGHTS TO SUBSCRIBE FOR OR PURCHASE ANY SHARES OR SUCH CONVERTIBLE SECURITIES, PROVIDED HOWEVER THAT THE AGGREGATE NOMINAL AMOUNT OF SUCH SHARES, OR AS THE CASE MAY BE CONVERSION, SUBSCRIPTION OR PURCHASE RIGHTS ATTACHING TO THE RESP ECTIVE SECURITY, TO BE PURCHASED SHALL NOT EXCEED 10%, OF THE AGGREGATE NOMINA L AMOUNT OF SUCH SHARES, OR AS THE CASE MAY BE CONVERSION, SUBSCRIPTION, OR PURCHASE RIGHTS ATTACHING TO THAT SECURITY, IN ISSUE AS AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE N EXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY LAW OR THE BY-LAW OF THE COMPANY TO BE HELD 6.C APPROVE THE GENERAL MANDATE GRANTED TO THE DIRECTORS Management For TO ALLOT SHARES PURSUANT TO THE RESOLUTION SET OUT IN ITEM 6(A) OF THE NOTICE OF THIS MEETING BE EXTEND ED BY THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMO UNT OF THE SHARE CAPITAL OF THE COMPANY PURCHASED, OR THAT SHARE CAPITAL WHICH WOULD FALL TO BE SUBSCRIBED OR PURCHASED PURSUANT TO THE CONVERSION, SUBSCRIP TION OR PURCHASE RIGHTS ATTACHING TO ANY OTHER SECURITIES PURCHASED, BY THE CO MPANY PURSUANT TO THE AUTHORITY GRUNTED BY THE RESOLUTION SET OUT IN ITEM 6(B) OF THE NOTICE OF THIS MEETING, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES, OR AS THE CASE MAY BE CONVER SION, SUBSCRIPTION OR PURCHASE RIGHTS ATTACHING TO THAT SECURITIES, IN ISSUE A S AT THE DATE OF PASSING OF THIS RESOLUTION S.7 AMEND THE EXISTING BYE-LAW 87(2) OF THE COMPANY Management For S BYE-LAWS BY DELETING IN ITS ENTIRETY AND SUBSTITUTING THERE FOR THE FOLLOWING: AT EACH AGM ONE-THIRD OF TH E DIRECTORS FOR THE TIME BEING OR, IF THEIR NUMBER IS NOT A MULTIPLE OF THREE , THE NUMBER NEAREST TO BUT NOT LESS THIN ONE-THIRD SHALL RETIRE FROM OFFICE BY ROTATION PROVIDED THAT EVERY DIRECTOR SHALL BE SUBJECT TO RETIREMENT AT LEA ST ONCE EVERY THREE YEARS - ----------------------------------------------------------------------------------------------------------------------------- SEMBCORP LOGISTICS LTD AGM Meeting Date: 04/22/2005 Issuer: Y8144Q113 ISIN: SG1J98892651 SEDOL: 6359320 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT THEREON 2. APPROVE THE PAYMENT OF A FINAL ONE-TIER TAX-EXEMPT Management For DIVIDEND FOR THE FYE 31 DEC 2004 OF AN AMOUNT WHICH, TOGETHER WITH THE ORDINARY INTERIM DIVIDEND OF 1.8 C ENTS PER SHARE PAID OUT IN SEPTEMBER 2004, WILL RESULT IN THE COMPANY PAYING, IN AGGREGATE, ORDINARY DIVIDENDS AMOUNTING TO 33% OF THE COMPANY S FY 2004 OPE RATING EARNINGS OF SGD 106.6 MILLION 3. RE-ELECT MR. KOH SOO KEONG AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT TO ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT PROF. WEE CHOW HOU AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT TO ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. RICHARD E. HALE AS A DIRECTOR, WHO Management Against WILL CEASE TO HOLD OFFICE PURS UANT TO ARTICLE 99 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. HON CHIA CHUN, NOEL AS A DIRECTOR, Management For WHO WILL CEASE TO HOLD OFFICE PURSUANT TO ARTICLE 99 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. APPROVE THE SUM OF SGD 479,750 AS THE DIRECTORS Management For FEES FOR THE YE 31 DEC 2004 8. RE-APPOINT MESSRS. KPMG AS THE AUDITORS OF THE Management For COMPANY AND AUTHORIZE THE DIREC TORS TO FIX THEIR REMUNERATION 9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY, INSTRUMENTS TH AT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO TH E CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OT HER INSTRUMENTS CONVERTIBLE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND C ONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN TH EIR ABSOLUTE DISCRETION DEEM FIT; AND B) NOTWITHSTANDING THE AUTHORITY CONFER RED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE , TO ISSUE SHARES IN PUR SUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTIO N WAS IN FORCE, PROVIDED THAT: I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INS TRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION , DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH SUB- PARAGRAPH (II) BELOW , OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OT HER THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESO LUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS CAL CULATED IN ACCORDANCE WITH SUB-PARAGRAPH (II) BELOW ; II) SUBJECT TO SUCH MAN NER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES T RADING LIMITED SGX-ST FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER O F SHARES THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (I) ABOVE, THE PERCENTAGE OF I SSUED SHARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: 1) NEW SHARES ARIS ING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPT IONS OR VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIM E THIS RESOLUTION IS PASSED; AND 2) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISIO N OF SHARES; III) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, TH E COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SG X-ST AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AUTH ORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 10. AUTHORIZE THE DIRECTORS TO: A) OFFER AND GRANT Management Against OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE SEMBCORP LOGISTICS SHARE OPTION PLAN THE SHARE OPTION PLAN AND/OR GRANT AWARDS IN ACCORDANCE WITH THE PROVISIONS OF THE SEMBCORP LOGISTI CS PERFORMANCE SHARE PLAN THE PERFORMANCE SHARE PLAN AND/OR THE SEMBCORP LO GISTICS RESTRICTED STOCK PLAN THE RESTRICTED STOCK PLAN THE SHARE OPTION PL AN, THE PERFORMANCE SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER THE SHA RE PLANS ; AND B) ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES OF S GD 0.25 EACH IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PUR SUANT TO THE EXERCISE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR SUCH NUMBE R OF FULLY PAID SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE PERFORMANCE SHARE PLAN AND/OR THE RESTRICTED STOCK PLAN, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE SHAR E PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM T IME TO TIME 11. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF CHAPTER Management For 9 OF THE LISTING MANUAL OF THE SGX-ST CHAPTER 9 , FOR THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATED COMP ANIES THAT ARE ENTITIES AT RISK AS THAT TERM IS USED IN CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTER ESTED PERSON TRANSACTIONS WITH ANY PARTY WHO IS OF THE CLASS OF INTERESTED PER SONS, PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED PERSON TRANSACTIO NS; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACT S AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS TH EY MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO G IVE EFFECT TO THE SHAREHOLDERS MANDATE AND/OR THIS RESOLUTION; AUTHORITY EXPI RES AT THE CONCLUSION OF NEXT AGM OF THE COMPANY * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- SOGECABLE, S.A. OGM Meeting Date: 04/22/2005 Issuer: E8900A114 ISIN: ES0178483139 SEDOL: 5730669, 5736388, B05K8P5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF THE COMPANY AND I TS CONSOLIDATED GROUP AND THE APPLICATION OF PROFITS OF THE YEAR 2004 2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management DURING THE YEAR 2004 3. APPROVE THE RESIGNATION, DISMISSAL AND APPOINTMENT Management OF THE DIRECTORS 4. APPROVE TO ADOPT THE APPROPRIATE RESOLUTIONS Management WITH THE FINANCIAL AUDITORS OF TH E COMPANY AND ITS CONSOLIDATED GROUP, UNDER THE PROVISIONS OF SECTION 42 OF TH E SPANISH COMMERCIAL CODE, CODIGO DE COMERCIO, AND SECTION 204 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS 5. APPROVE TO CONFIRM THE GENERAL ASSIGNMENT IN Management FAVOUR OF SOGECABLE S.A., OF THE ASSETS AND LIABILITIES OF THEFOLLOWING FIRMS: GESTION DE DERECHOS AUDIOVISUALE S Y DEPORTIVOS, S.A, SERVICIOS TECNICOS TE SOGECABLE S.L., CABLE ANTENA S.A. A ND PLATAFORMA LOGISTICA DE USUARIOS DE SOGECABLE S.L., WHOSE ONLY PARTNER IS S OGECABLE, S.A., THROUGH WINDING UP WITHOUT LIQUIDATION WITH THE RESTRUCTURING AND RATIONALIZATION PROCESS OF THE GROUP; APPROVE TO CONFIRM OF THE ACTIONS TA KEN BY THE BOARD OF DIRECTORS 6. AMEND ARTICLE 5 ABOUT THE SHARE CAPITAL OF THE Management COMPANY OF THE ARTICLES OF ASSO CIATION TO REFLECT THE GOVERNING LAW TO PERMIT THE ISSUING OF NON VOTING AND C ALLABLE SHARES 7. APPROVE TO INCREASE EUR 3,141,188 CAPITAL INCREASE Management ISSUE OF 1,570,594 CALLABL E SHARES, CLASS B, SERIES B2005, B2006, B2007 AND B2008, WITH A NOMINAL VALUE OF EUR 2 EACH PLUS AN ISSUANCE PREMIUM OF EUR 0.50; TOTAL EXCLUSION OF THE P REFERENTIAL SUBSCRIPTION RIGHT DUE TO THE NEW SHARES BEING INTENDED FOR THE ST OCK OPTIONS PLAN APPROVED BY THE GENERAL MEETINGS HELD ON 16 MAY 2000 AND 13 M AY 2003; APPROVE THE PROVISIONS FOR THE INCOMPLETE SUBSCRIPTION OF FIXING UP THE BUY BACK TERMS; GRANT TO THE BOARD OF DIRECTORS TO CARRY OUT THE CAPITAL I NCREASE INCLUDING AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF ASSOCIATION 8. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION Management REGARDING THE CAPITAL IN CREASE TO A MAXIMUM OF 20,000,000 EUROS, WITH POWERS TO EXCLUDE THE PREFERENTI AL SUBSCRIPTION RIGHT 9. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management THE BUY BACK OF OWN SHARES EITHE R DIRECTLY OR INDIRECTLY WITHIN THE LIMITS AND REQUIREMENTS PROVIDED BY LAW, R ENDERING VOID THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD ON 16 MAR 2004 CONCERNING THE DERIVATIVE ACQUISITION OF OWN SHARES 10. AUTHORIZE THE BOARD OF DIRECTORS TO CONSTRUE, Management AMEND, DEVELOP AND IMPLEMENT THE ABOVE RESOLUTIONS AS WELL AS FOR THEIR PUBLIC RECORDING - ----------------------------------------------------------------------------------------------------------------------------- UNITED OVERSEAS LAND LTD AGM Meeting Date: 04/22/2005 Issuer: V95768103 ISIN: SG1S83002349 SEDOL: 6916844 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDI TORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL TAX-EXEMPT (ONE-TIER) DIVIDEND Management For OF 6.0 CENTS PER ORDINARY SHARE FOR THE YE 31 DEC 2004 3. APPROVE THE DIRECTORS FEES OF SGD 230,000 FOR Management For 2004 4.1 RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR OF THE Management Against COMPANY, PURSUANT TO SECTION 1 53(6) OF THE COMPANIES ACT, CHAPTER 50 4.2 RE-APPOINT MR. LIM KEE MING AS A DIRECTOR OF Management For THE COMPANY 4.3 RE-APPOINT MR. ALAN CHOE FOOK CHEONG AS A DIRECTOR Management For OF THE COMPANY 5. RE-ELECT MR. WONG YUEN WENG ERNEST, WHO RETIRES Management For PURSUANT TO ARTICLE 94OF THE C OMPANY S ARTICLES OF ASSOCIATION 6. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For THE AUDITORS OF THE COMPANY AND A UTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 7.A AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE REGULATION OF THE UOL 2 000 SHARE OPTION SCHEME 2000 SCHEME AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE 2000 SCHEME, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED 15 % OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 7.B AUTHORIZE THE DIRECTORS TO ISSUE FURTHER SHARES Management For IN THE COMPANY AT ANY TIME TO SUCH PERSONS, UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRE CTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT, PROVIDED THAT THE AGGREGATE N UMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FOR THE TIME BEING 8. TRANSACT ANY OTHER BUSINESS Other Against - ----------------------------------------------------------------------------------------------------------------------------- WHITBREAD PLC AGM Meeting Date: 04/22/2005 Issuer: G9606P114 ISIN: GB0030345457 SEDOL: 3034545 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting Non-Vote Proposal 1. APPROVE THAT THE TRANSACTION AND THE ASSOCIATED Management For AND ANCILLARY ARRANGEMENTS CON TEMPLATED BY THE TRANSACTION DOCUMENTS AS SPECIFIED AND INCLUDING, WITHOUT L IMITATION, THE PROVISIONS OF AND ANY FUTURE ACTIONS TAKEN BY THE COMPANY OR AN Y OF ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS FROM TIME TO TIME, PURSUANT T O THE EXIT PROVISIONS AS SPECIFIED IN THE JOINT VENTURE AGREEMENT DATED 13 MAR 2005 BETWEEN WHITBREAD GROUP PLC, WHITBREAD GUARANTEE COMPANY TWO LIMITED, MA RRIOTT UK ACQUISITION COMPANY LIMITED, CONDOR OVERSEAS HOLDINGS LIMITED AND IN TERNATIONAL HOTEL LICENSING. S.A.R.L AS SPECIFIED AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR ANY DULY AUTHORIZED COMMITTEE THEREOF BE AUTHORIZED TO DO OR PROCURE TO BE DONE ALL SUCH ACTS OR THINGS ON BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE O F GIVING EFFECT TO THE TRANSACTION WITH SUCH MODIFICATIONS, VARIATIONS, REVISI ONS, WAIVERS OR AMENDMENTS NOT BEING MODIFICATIONS, VARIATIONS, REVISIONS OR AMENDMENTS WHICH ARE OF A MATERIAL NATURE AS THE DIRECTORS OF THE COMPANY, OR A DULY AUTHORIZED COMMITTEE THEREOF MAY DEEM NECESSARY, EXPEDIENT OR APPROPRI ATE 2. APPROVE THAT, SUBJECT TO AND CONDITIONAL UPON Management For RESOLUTION 1 BEING PASSED AND CO MPLETION OF THE TRANSACTION, AND SUBJECT TO AND WITH EFFECT FROM ADMISSION OF THE NEW ORDINARY SHARES AS SPECIFIED TO THE OFFICIAL LIST OF THE UNITED KING DOM LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE BECOMING EFF ECTIVE: A) ALL THE ORDINARY SHARES OF 50 PENCE EACH IN THE CAPITAL OF THE COMP ANY AND AUTHORIZE THE COMPANY, WHETHER ISSUED OR UNISSUED, SHALL BE SUB-DIVIDE D INTO NEW ORDINARY SHARES OF 8 1/3 PENCE EACH IN THE CAPITAL OF THE COMPANY THE INTERMEDIATE SHARES ; B) I) ALL INTERMEDIATE SHARES THAT ARE UNISSUED SHAL L BE CONSOLIDATED INTO NEW ORDINARY SHARES OF 58 1/3 PENCE EACH IN THE CAPITAL OF THE COMPANY THE UNISSUED NEW ORDINARY SHARES , PROVIDED THAT, WHERE SUCH CONSOLIDATION WOULD OTHERWISE RESULT IN A FRACTION OF AN UNISSUED NEW ORDINARY SHARE, THAT NUMBER OF INTERMEDIATE SHARES WHICH WOULD OTHERWISE CONSTITUTE SU CH FRACTION SHALL BE CANCELLED PURSUANT TO SECTION 121(2)(E) OF THE COMPANIES ACT 1985; AND II) ALL INTERMEDIATE SHARES THAT ARE IN THE ISSUE SHALL BE CONSO LIDATED INTO NEW ORDINARY SHARES OF 58 1/3 PENCE EACH IN THE CAPITAL OF THE CO MPANY THE NEW ORDINARY SHARES , PROVIDED THAT, WHERE SUCH CONSOLIDATION RESUL TS IN ANY MEMBER BEING ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE, SUCH FR ACTION SHALL, SO FAR AS POSSIBLE, BE AGGREGATED WITH THE FRACTIONS OF A NEW OR DINARY SHARE TO WHICH OTHER MEMBERS OF THE COMPANY MAY BE ENTITLED AND THE AUT HORIZE THE DIRECTORS OF THE COMPANY TO SELL OR APPOINT ANY OTHER PERSON TO SE LL TO ANY PERSON , ON BEHALF OF THE RELEVANT MEMBERS, ALL THE NEW ORDINARY SHA RES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE REASONABLY OBTAINABLE TO ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS OF SALE (NET OF EXPENSES) IN DUE PROPO RTION AMONG THE RELEVANT MEMBERS ENTITLED THERETO SAVE THAT ANY FRACTION OF A PENNY WHICH WOULD OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR DOWN IN ACCORDA NCE WITH THE USUAL PRACTICE OF THE REGISTRAR OF THE COMPANY AND THAT ANY DIRE CTOR OF THE COMPANY OR ANY PERSON APPOINTED BY THE DIRECTORS OF THE COMPANY SHALL BE AND IS HEREBY AUTHORIZED TO EXECUTE AN INSTRUMENT OF TRANSFER IN RESP ECT OF SUCH SHARES ON BEHALF OF THE RELEVANT MEMBERS AND TO DO ALL ACTS AND TH INGS THE DIRECTORS CONSIDER NECESSARY OR DESIRABLE TO EFFECT THE TRANSFER OF S UCH SHARES TO, OR IN ACCORDANCE WITH THE DIRECTIONS OF, ANY BUYER OF ANY SUCH SHARES - ----------------------------------------------------------------------------------------------------------------------------- ARM HOLDINGS PLC, CAMBRIDGE AGM Meeting Date: 04/25/2005 Issuer: G0483X122 ISIN: GB0000595859 SEDOL: 0059585, 5951761 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ANNUAL REPORT AND THE ACCOUNTS Management For FOR YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 0.42 PENCE PER SHARE Management For IN RESPECT OF THE YE 31 DEC 2 004 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE FYE 31 DEC 2004 4. ELECT MR. JEREMY SCUDAMORE AS A DIRECTOR Management For 5. ELECT MR. PHILIP ROWLEY AS A DIRECTOR Management For 6. ELECT MR. SIMON SEGARS AS A DIRECTOR Management For 7. RE-ELECT MR. SIR ROBIN SAXBY AS A DIRECTOR Management For 8. RE-ELECT MR. MIKE MULLER AS A DIRECTOR Management For 9. RE-ELECT MR. TUDOR BROWN AS A DIRECTOR Management For 10. RE-ELECT MR. DOUG DUNN AS A DIRECTOR Management For 11. RE-ELECT MR. JOHN SCARISBRICK AS A DIRECTOR Management For 12. RE-ELECT MR. TIM SCORE AS A DIRECTOR Management For 13. RE-APPOINT PRICEWATERHOUSECOPPERS LLP AS THE Management For AUDITORS OF THE COMPANY TO HOLD T HE OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS A RE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS 14. AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF UP TO 136,800,000 SHA RES OF 0.05 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 0. 05 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY HELD IN 2006 OR 25 JUL 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- ASM PACIFIC TECHNOLOGY LTD AGM Meeting Date: 04/25/2005 Issuer: G0535Q117 ISIN: KYG0535Q1174 SEDOL: 6002453 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DIRE CTORS AND AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF HKD 1.05 PER SHARE Management For FOR THE YE 31 DEC 2004 3. RE-ELECT THE RETIRING DIRECTORS AND AUTHORIZE Management For THE BOARD OF DIRECTORS TO FIX TH E DIRECTORS REMUNERATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS TO FIX THEIR REMU NERATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For ITS OWN SHARES, DURING THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS, NOT EX CEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW - ----------------------------------------------------------------------------------------------------------------------------- EMPORIKI BANK OF GREECE SA AGM Meeting Date: 04/25/2005 Issuer: X14744100 ISIN: GRS006013007 BLOCKING SEDOL: 4212823, 5518188 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE BOARD OF DIRECTORS AND THE CERTIFIED Management AUDITORS REPORTS ON THE ANNUA L FINANCIAL STATEMENTS, PARENT AND CONSOLIDATED, FOR THE FY 2004 2. APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management FY 2004 3. APPROVE THE DECISION TAKING FOR THE EXEMPTION Management OF THE BOARD OF DIRECTORS, THE M EMBERS AND CERTIFIED AUDITORS FROM ANY LIABILITY FOR INDEMNITY FOR THE FY 2004 4. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management THE FY 2004AND PRE-APPROVAL OF SAME FOR THE FY 2005 5. APPROVE THE REMUNERATION FOR MEMBERS OF THE BOARD Management OF DIRECTORS, WHICH ARE MEMB ERS OF THE AUDIT COMMITTEE, FOR THE YEAR 2004 AND PRE-APPROVAL OF SAME FOR THE YEAR 2005 6. ELECT THE AUDITORS, REGULAR AND SUBSTITUTE FOR Management THE YEAR 2005 7. GRANT THE PERMISSION TO THE BOARD OF DIRECTORS, Management THE MEMBERS AND THE MANAGERS F OR THEIR PARTICIPATION IN THE BANKS GROUP OF COMPANIES BOARD OF DIRECTORS OR T HE MANAGEMENT, PURSUING THE SAME OR SIMILAR BUSINESS GOALS, ACCORDING TO ARTIC LE 23PARA.1 OF C.L.2190/1920 8. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS IN Management REPLACEMENT OF RESIGNED MEMBERS 9. APPROVE THE SHARE CAPITAL DECREASE BY CHANGING Management THE NOMINAL VALUE OF THE BANKS SHARE FOR DEPRECIATION OF LOSSES, EQUAL SHARE CAPITAL INCREASE BY CHANGING THE NOMINAL VALUE OF THE BANKS SHARE DUE TO THE CAPITALIZATION OF RESERVES AND SH ARE CAPITAL INCREASE DUE TO FURTHER CAPITALIZATION OF RESERVES, ISSUANCE AND D ISTRIBUTION OF NEW SHARES, IRREVOCABLE MANDATE AND AUTHORIZE THE BOARD OF DIRE CTORS IN ORDER TO SETTLE FRACTIONAL RIGHTS 10. AMEND THE ARTICLE 5 OF THE COMPANY S ARTICLES Management OF ASSOCIATION AND CODIFICA TION OF IT 11. MISCELLANEOUS ANNOUNCEMENTS Management - ----------------------------------------------------------------------------------------------------------------------------- AGFA-GEVAERT NV, MORTSEL OGM Meeting Date: 04/26/2005 Issuer: B0302M104 ISIN: BE0003755692 BLOCKING SEDOL: 5689051, 5690592, B02PQ15 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTE D. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENT ATIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * PLEASE NOTE THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Non-Voting AND REPORT OF THE STATUTOR Y AUDITOR 2. APPROVE THE FINANCIAL STATEMENTS OF THE FYE ON Management 31 DEC 2004, AS PREPARED BY THE BOARD OF DIRECTORS 3. APPROVE TO ALLOCATE THE PROFIT OF THE PAST FY Management AS FOLLOWS: - COMPENSATION OF CA PITAL : EUR 75,632,808, OR 60 EUROCENTS GROSS PER SHARE COUPON NO. 5 , PAYABL E AS OF 27 APR 2005; - TRANSFERS OF 599,838.35 EURO TO OTHER RESERVES 4. RECEIVE THE CONSOLIDATED ACCOUNTS OF THE FYE Non-Voting ON 31 DEC 2004 AND CONSOLIDATED R EPORTS OF THE BOARD OF DIRECTORS AND THE STATUTORY AUDITOR 5. GRANT DISCHARGE THE DIRECTORS AND THE STATUTORY Management AUDITOR FROM ALL LIABILITY DER IVING FROM THE PERFORMANCE OF THEIR MANDATES DURING THE PAST FY 6.1 APPOINT MR. CHAFFART AS A DIRECTOR Management 6.2 APPOINT MR. OLIVIE AS A DIRECTOR Management 6.3 APPOINT MR. OOSTERLINCK AS A DIRECTOR Management 6.4 APPOINT MR. VAN MIERT AS A DIRECTOR Management 6.5 APPOINT MR. VERHOEVEN AS A DIRECTOR Management 7. APPROVE THE REMUNERATION OF THE DIRECTORS Non-Voting 8. APPROVE THE STATEMENT ON THE BELGIAN CODE ON Non-Voting CORPORATE GOVERNANCE COMPLIANCE 9. MISCELLANEOUS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- ASSOCIATED BRITISH PORTS HOLDINGS PLC AGM Meeting Date: 04/26/2005 Issuer: G05628105 ISIN: GB0000564343 SEDOL: 0056434 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS FOR THE YE 31 DEC 2003 2. APPROVE THE REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND OF 9.0 PENCE PER ORDINARY Management For SHARE OF THE COMPANY 4. RE-ELECT MR. B.A. LERENIUS AS A DIRECTOR Management For 5. RE-ELECT MR. C.R.N. CLARK AS A DIRECTOR Management For 6. RE-ELECT MR. A.H. SIMON AS A DIRECTOR Management Against 7. RE-ELECT MR. A.J. ADAMS AS A DIRECTOR Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 9. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS 10. AUTHORIZE THE DIRECTORS TO DISTRIBUTE RELEVANT Management For SECURITIES SECTION 80 OF THE C OMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 25,906,643 LESSER OF THE UNISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AND 1/3 OF THE ISSUED E QUITY SHARE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES AT THE DATE OF THE AGM IN 2006 ; AND AT ANY TIME AFTERWARDS, IN SUPPORT OF ANY OFFER OR AGREEMENT MA DE BY THE COMPANY DURING THAT TIME S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO DISTRIBUTE COMPANY SHARES SECTION 94 FOR CASH IN CONNECTION WITH AN OFFER OF SHARES FOR A CONNECTION WITH AN O FFER OF SHARES FOR A PERIOD DETERMINED BY THE DIRECTORS, BY WAY OF RIGHTS TO H OLDERS OF ORDINARY SHARES ON THE REGISTER ON A FIXED DATE IN PROPORTION TO THE IR RESPECTIVE HOLDINGS OR IN ACCORDANCE WITH THE RIGHT ATTACHED TO THEM BUT SU BJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECES SARY OR EXPEDIENT TO DEAL WITH FRACTIONAL ENTITLEMENTS THAT WOULD OTHERWISE AR ISE OR WITH LEGAL OR PRACTICAL PROBLEMS UNDER THE LAW OR REQUIREMENTS OF ANY R EGULATORY BODY OR STOCK EXCHANGE IN ANY TERRITORY UP TO AN AGGREGATE NOMINAL V ALUE OF GBP 3,886,446 BEING NOT MORE THAN 5% OF THE ISSUED ORDINARY SHARE CAP ITAL OF THE COMPANY ; AUTHORITY EXPIRES AT THE DATE OF THE NEXT AGM ; AND AUT HORIZE THE DIRECTORS TO DISTRIBUTE SHARES TO COMPLETE AN OFFER OR AGREEMENT MA DE BEFORE THE EXPIRY DATE S.12 AUTHORIZE THE COMPANY TO MAKE ONE OR MORE MARKET Management For PURCHASES OF COMPANY SHARES SECTION 163(3) OF THE COMPANIES ACT 1985 ON THE LONDON STOCK EXCHANGE OF UP T O THE LESSER OF: I) 31.0 MILLION ORDINARY SHARES OF 25 PENCE EACH 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 16 FEB 2005 ; AND II) 10% O F THE COMPANY ISSUED SHARE CAPITAL AS AT THE DATE THIS RESOLUTION IS PASSED, A T A MINIMUM PRICE OF 25 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOT ATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL L IST, FOR THE 5 BUSINESS DAYS PRIOR TO THE DAY OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006 ; ALTHOUGH THE COMPANY MAY STILL BUY SHAR ES AT ANY LATER DATE IN ORDER TO FULFIL A CONTRACT OR CONTRACTS MADE BEFORE TH E EXPIRY DATE - ----------------------------------------------------------------------------------------------------------------------------- AVIVA PLC AGM Meeting Date: 04/26/2005 Issuer: G0683Q109 ISIN: GB0002162385 SEDOL: 0216238, 4100490, 4191007, 5983991 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE COMPANY S REPORT AND Management For THE ACCOUNTS FOR THE YE 31 DEC 20 04 2. DECLARE THE FINAL DIVIDEND OF 16.00 PENCE PER Management For ORDINARY SHARE OF THE COMPANY FO R THE YE 31 DEC 2004 3. ELECT MR. RICHARD GOELTZ AS A DIRECTOR OF THE Management For COMPANY 4. ELECT MR. ANDREW MOSS AS A DIRECTOR OF THE COMPANY Management For 5. ELECT LORD SHARMAN OF REDLYNCH AS A DIRECTOR Management For OF THE COMPANY 6. ELECT MR. RUSSELL WALLS AS A DIRECTOR OF THE COMAPNY Management For 7. RE-ELECT MR. GUILLERMO DE LA DEHESA AS ADIRECTOR Management For OF THE COMPANY 8. RE-ELECT MR. WIM DIK AS A DIRECTOR OF THE COMPANY Management For 9. RE-ELECT MR. DEREK STEVENS AS A DIRECTOR OF THE Management For COMPANY 10. RE-ELECT MR. ANDRE VILLENEUVE AS A DIRECTOR OF Management For THE COMPANY 11. RE-ELECT MR. GEORGE PAUL AS A DIRECTOR OF THE Management For COMPANY 12. RE-ELECT MR. ELIZABETH VLLANCE AS A DIRECTOR Management For OF THE COMPANY 13. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For THE COMPANY UNTIL THE NEXT AGM 14. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 15. AUTHORIZE THE DIRECTORS, TO ALLOT THE COMPANY Management For S UNISSUED SHARES UP TO AN MINIM UM NOMINAL AMOUNT OF GBP 179 MILLION 31.4% OF THE TOTAL ORDINARY SHARE CAPITA L AS AT 08 MAR 2005 ; THE COMPANY DID NOT HOLD ANY TREASURY SHARES AS AT 08 MA R 2005; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY OR 26 SE P 2004 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHIC H MAY BE EXERCISED AFTER THE RELEVANT PERIOD; OTHER THAN IN RELATION TO COMPAN Y S OFFER FOR RAC PLC, THE EMPLOYEE SHARE OPTION PLANS OPERATED BY THE GROUP A ND THE OPERATION OF THE COMPANY S SCRIP DIVIDEND SCHEME, THE DIRECTORS HAVE NO PRESENT INTENTION OF EXERCISING THIS AUTHORITY S.16 APPROVE THAT THE AUTHORITY CONFERRED ON THE DIRECTORS Management For BY ARTICLE 5.04(B) OF TH E COMPANY S ARTICLES OF ASSOCIATION BE RENEWED; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS FOR THAT PERIOD THE S ECTION 89 AMOUNT WILL BE GBP 28 MILLION; THE AUTHORITY SOUGHT AND THE LIMITS S ET BY THIS RESOLUTION WILL ALSO DISAPPLY THE APPLICATION OF SECTION 89 OF THE COMPANIES ACT 1985 FROM A SALE OF TREASURY SHARES TO THE EXTENT; THE GUIDELINE S ISSUED BY THE INVESTMENT COMMITTEE OF THE ASSOCIATION OF BRITISH ISSUERS AND THE NATIONAL ASSOCIATION OF PENSION FUNDS LIMITED, THE BOARD CONFIRMS ITS INT ENTION THAT NO MORE THAN 7.5% OF THE ISSUED SHARE CAPITAL WILL BE ISSUED FOR C ASH ON A NON-PRE-EMPTIVE BASIS DURING ANY ROLLING 3 YEAR PERIOD; THE DIRECTORS HAVE NO PRESENT INTENTIONS OF EXERCISING THIS AUTHORITY 17. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINING Management For WITH IN THE REPORT AND T HE ACCOUNTS FOR THE YE 31 DEC 2004 BY SHAREHOLDERS IN ACCORDANCE WITH SECTION 214A OF THE COMPANIES ACT 1985 18. APPROVE THE RULES OF THE AVIVA ANNUAL BONUS PLAN Management For 2005; AUTHORIZE THE DIRECTORS TO DO ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND OPERATE IT , INCLUDING MAKING SUCH MODIFICATIONS AS THE DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST PRACTIC E 19. APPROVE THE RULES OF THE AVIVA LONG TERM INCENTIVE Management For PLAN 2005; AUTHORIZE THE DI RECTORS TO DO ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND OPE RATE IT, INCLUDING MAKING SUCH MODIFICATIONS AS THE DIRECTORS CONSIDER APPROPR IATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST PRACTICE 20. APPROVE THE RULES OF THE AVIVA EXECUTIVE SHARE Management For OPTION PLAN 2005; AUTHORIZE THE DIRECTORS TO DO ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND OPERATE IT 21. APPROVE THE LIMIT ON THE AGGREGATE AMOUNT OF Management For THE REMUNERATION WHICH MAY BE PAI D BY THE COMPANY TO THE DIRECTORS FOR THEIR SERVICES AS SET OUT IN THE ARTICLE 20.04 OF THE COMPANY S ARTICLES OF ASSOCIATION BE INCREASED FROM GBP 1,000,00 0 TO GBP 1,500,000 PER ANNUM S.22 APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For OF THE COMPANY FORM GBP 950 M ILLION TO GBP 1.45 BILLION AND EUR 700 MILLION BY CREATING OF : 500 MILLION PR EFERENCE SHARES OF GBP 1 EACH THE EURO SHARES ; AND 700 MILLION PREFERENCE SH ARES OF EUR 1 EACH THE EURO NEW PREFERENCE SHARES TOGETHER WITH THE STERLING NEW PREFERENCE SHARES , THE NEW PREFERENCE SHARES THE NEW PREFERENCE SHARES SHALL HAVE ATTACHED TO THEM THE RIGHTS AND TERMS REFERRED TO OR AUTHORIZED IN THE NEW ARTICLE 3.05 REFERRED BELOW; AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF ANY EXISTING AUTHORITY AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT NEW PREFERENCE SHARES SECTION 94 FOR CASH PURSUANT TO T HE AUTHORITY CONFERRED BY THIS RESOLUTION, SECTION 89(1) , DOES NOT APPLY TO SUCH ALLOTMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2010 OR 5 YEARS ; AND THE DIRECTORS MAY ALLOT PREFERENCE SHAR ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY; AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY A DOPTING THE INCLUSION OF ARTICLE 3.05 S.23 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 228 MILLION ORDINARY SHARES OF 25 PENCE EACH IN THE CAPI TAL OF THE COMPANY, AT A MINIMUM PRICE OF 25 PENCE AND UP TO 105% OF THE AVERA GE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCH ANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRE S THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARE S WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.24 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE PREFERENCE S HARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25 P ENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART LY AFTER SUCH EXPIRY S.25 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25 P ENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART LY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- DAVIS SERVICE GROUP PLC AGM Meeting Date: 04/26/2005 Issuer: G26796105 ISIN: GB0002572716 SEDOL: 0257271 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE DIRE CTORS 2. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For 3. APPROVE THE FINAL DIVIDEND OF 11.25 PENCE PER Management For SHARE 4. RE-ELECT MR. CHRISTOPHER KEMBALL AS A DIRECTOR Management For 5. RE-ELECT MR. PAUL SMEETH AS A DIRECTOR Management For 6. ELECT MR. PHILIP ROGERSON AS A DIRECTOR Management For 7. ELECT MR. PER UTNEGAARD AS A DIRECTOR Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS AND AUTHORIZE THE DIRECT ORS TO DETERMINE THE AUDITORS REMUNERATION S.9 AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For DIRECTORS FEES 10. GRANT AUTHORITY FOR THE ISSUE OF EQUITY OR EQUITY-LINKED Management For SECURITIES WITH PRE-E MPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 16,897,000 S.11 GRANT AUTHORITY FOR THE ISSUE OF EQUITY OR EQUITY-LINKED Management For SECURITIES WITHOUT P RE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 2,534,000 S.12 GRANT AUTHORITY FOR MARKET PURCHASE OF 20,276,000 Management For ORDINARY SHARES - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE TELEKOM AG, BONN AGM Meeting Date: 04/26/2005 Issuer: D2035M136 ISIN: DE0005557508 SEDOL: 4612605, 5842359, 5876529, 6344616, B01DGB0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN 1. PRESENTATION OF THE APPROVED ANNUAL FINANCIAL Management STATEMENTS AND CONSOLIDATED FINA NCIAL STATEMENTS APPROVED BY THE SUPERVISORY BOARD AS OF DECEMBER 31, 2004, TH E COMBINED MANAGEMENT REPORT FOR DEUTSCHE TELEKOM AG AND THE GROUP AND THE SUP ERVISORY BOARD S REPORT ON THE 2004 FINANCIAL YEAR. ILABLE FOR INSPECTION IN THE BUSINESS OFFICES OF DEUTSCHE TELEKOM AG AT THE CO MPANY S REGISTERED OFFICE, FRIEDRICH-EBERT-ALLEE 140, 53113 BONN, GERMANY, AND ON THE INTERNET AT HTTP://WWW.TELEKOM.DE THEY WILL ALSO BE AVAILABLE F OR INSPECTION DURING THE SHAREHOLDERS MEETING. 2. RESOLUTION ON THE APPROPRIATION OF NET INCOME. Management THE BOARD OF MANAGEMENT AND SUP ERVISORY BOARD PROPOSE THAT THE NET INCOME TOTALING EUR 2,881,090,240,54 BE US ED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0,62 FOR EACH INDIVIDUAL DIVIDEND- BEARING NO PAR VALUE SHARE AND CARRYING FORWARD OF THE REMAINING BALANCE TO TH E NEW ACCOUNT. BASED ON THIS PROPOSED DIVIDEND, A DIVIDEND TOTAL RESULTING FRO M THE DIVIDEND-BEARING CAPITAL STOCK OF 1 0,675,798,676,48 ON THE DAY OF PUBLI SHING THE ANNUAL FINANCIAL STATEMENTS (ON FEBRUARY 22, 2005), DIVIDED UP INTO 4,1 70,233,858 INDIVIDUAL NO PAR VALUE SHARES, IS 2,585,544,991,96, AND THE RE TAI NED PROFIT BROUGHT FORWARD IS 295,545,248,58. THE FINAL AMOUNTS DEPEND ON THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS ISSUED WHEN THE VOTE ON THE RES OLUTION ON THE APPROPRIATION OF NET INCOME WAS TAKEN. IF THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS DECREASES, THE AMOUNT TO BE CARRIED FORWARD TO THE NE W ACCOUNT INCREASES ACCORDINGLY. IF THE NUMBER OF SHARES CARRYING DIVIDEND RIG HTS INCREASES, THE AMOUNT TO BE CARRIED FORWARD TO THE NEW ACCOUNT DECREASES A CCORDINGLY. THE DIVIDEND IS PAYABLE ON APRIL 28, 2005. 3. RESOLUTION REGARDING APPROVAL OF THE BOARD OF Management MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR. THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD PROPOSE THE APPROVAL OF THE BOARD OF MANAGEMENTS ACTIONS FOR THE 2004 FINANCIAL YEAR. 4. RESOLUTION REGARDING APPROVAL OF THE SUPERVISORY Management BOARDS ACTIONS FOR THE 2004 F INANCIAL YEAR. THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD PROPOSE THE A PPROVAL OF THE SUPERVISORY BOARDS ACTIONS FOR THE 2004 FINANCIAL YEAR. 5. RESOLUTION ON THE APPOINTMENT OF THE INDEPENDENT Management AUDITOR AND THE GROUP AUDITOR FOR THE 2005 FINANCIAL YEAR. THE SUPERVISORY BOARD PROPOSES THAT PWC DEUTSCHE REVISION AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGE SETLSCHAFT, FRANKFURT AM MA IN, AND ERNST & YOUNG DEUTSCHE AG WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, STUTT GART, BE JOINTLY APPOINTED AS THE INDEPENDENT AUDITOR AND GROUP AUDITOR FOR THE 200 5 FINANCIAT YEAR, SUB JECT TO THE PROVISO THAT EACH AUDITOR IS ABLE TO CON DUC T THE AUDIT ALONE IF THE OTHER AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH THE COMPANY IS NOT RESPONSIBLE. 6. RESOLUTION AUTHORIZING THE COMPANY TO PURCHASE Management AND USE ITS OWN SHARES INCLUDIN G USE FOR EXCLUSION OF SUBSCRIPTION RIGHTS. THE BOARD OF MANAGEMENT AND THE SU PERVISORY BOARD PROPOSE THE ADOPTION OF THE FOLLOWING RESOLUTION: THE BOARD OF MANAGEMENT IS AUTHORIZED TO PURCHASE A TOTAL OF 419,786,533 SHARES IN THE COM PANY BY OCTOBER 25, 2006, WHICH IS SLIGHTLY LESS THAN 10% OF THE CAPITAL STOC K, SUBJECT TO THE PROVI SO THAT THE SHARES TO BE PURCHASED ON THE BASIS OF THI S AUTHORIZATION IN CONJUNCTION WITH THE OTHER SHARES OF THE COMPANY WHICH THE COMPANY HAS ALREADY PURCHASED AND STILL POSSESSES OR ARE TO BE ASSIGNED TO IT UNDER 71 D AND 71 E AKTG DO NOT AT ANY TIME ACCOUNT FOR MORE THAN 10% OF THE C OMPANYS CAPITAL STOCK. THIS AUTHORIZATION MAY BE EXERCISED AS A WHOLE OR IN PO RTIONS. THE PUR CHASE CAN BE CARRIED OUT IN PARTIAL TRANCHES SPREAD OVER VARIO US PURCHASE DATES WITHIN THE AUTHORIZATION PERIOD UNTIL THE MAXIMUM PURCHASE V OLUME IS REACHED. THE SHARES MAY ALSO BE PURCHASED BY DEPENDENT GROUP COMPANIE S OF DEUTSCHE TETEKOM AG AS DEFINED IN 17 AKTG (GERMAN STOCK CORPORATION ACT) OR THIRD PARTIES FOR THE ACCOUNT OF DEUTSCHE TETEKOM AG OR FOR THE ACCOUNT OF THE DEPENDENT GROUP COMPANIES OF DEUTSCHE TELEKOM AG PURSUANT TO 17 AKTG. 7. ELECTION OF STATE SECRETARY VOLKER HALSCH AS Management MEMBER OF THE SUPERVISORY BOARD. BY ORDER OF BONN LOCAL COURT OF SEPTEMBER 24, 2004, STATE SECRETARY MR. VOLKER HALSCH HAS BEEN APPOINTED A MEMBER OF THE COMPANYS SUPERVISORY BOARD WITH EFF ECT FROM OCTOBER F, 2004, IN LIEU OF DR. MANFRED OVERHAUS, WHO RESIGNED FROM O FFICE WITH EFFECT FROM SEPTEMBER 30, 2004, HE IS NOW TO BE ELECTED AS A MEMBER OF THE SUPERVISORY BOARD BY THE SHARE HOLDERS MEETING. 8. ELECTION OF DR. WOLFGANG REITZLE AS MEMBER OF Management THE SUPERVISORY BOARD. 9. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Management BONDS AND/OR BONDS WITH W AR RANTS (WHICH CAN ALSO EACH HAVE DIVIDEND-RELATED INTEREST LIKE A PARTICIPAT ING BOND) UNDER THE REVO CATION OF THE EXISTING AUTHORIZATION AND CREATION OF ADDITIONAL CONTINGENT CAPITAL AND AMENDMENT TO THE ARTICLES OF INCORPORATION A S WELL AS THE OP TION OF EXCLUDING THE SUBSCRIPTION RIGHT. THE BOARD OF MANAGE MENT AND THE SUPEN BOARD PROPOSE THE ADOPTION OF THE FOLLOWING RESOLUTION: A) AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS ARID TO E XCLUDE THE SUBSCRIPTION RIGHT (1) AUTHORIZATION PERIOD, PAR VALUE, NUMBER OF SHARES, TERM, INTEREST THE BOARD OF MANAGEMENT IS AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE ON ONE OR MORE OCCASIONS BY APRIL 25,2010, BEARER AND/OR REGISTERED CONVERTIBLE BONDS AND/OR BONDS WITH WARRANTS (HEREIN AFTER ALSO REFERRED TO AS BONDS HAVING A TOTAL PAR VALUE OF UP TO 5,000,000,00 0 WITH A TERM OF UP TO 30 (THIRTY) YEARS AND TO GRANT TO THE HOLDERS OR CREDIT ORS OF BONDS CONVERSION OR OPTION RIGHTS FOR SHARES OF DEUTSCHE TELEKOM AG REP RESENTING A PROPORTION OF THE CAPITAL STOCK NOT TO EXCEED 600,000,000, AS MORE CLOSELY DEFINED IN THE TERMS AND CONDI TIONS FOR THE BONDS. THE BONDS CAN ALS O HAVE VARI ABLE INTEREST, WHEREBY THE INTEREST, AS IN A PARTICI PATING BOND C AN DEPEND PARTIALLY OR COMPLETELY ON THE AMOUNT OF THE COMPANYS DIVIDEND. 10. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH MAGYARCOM H OLDING GMBH. 11. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DETEFLEETSE RVICES 12. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DFMG HOLDIN G GMBH. 13. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DETE IMMOBI LIEN, DEUTSCHE TELEKOM LMMOBILIEN UND SERVICE GMBH 14. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DELEASSEKUR ANZ - DEUTSCHE TELEKOM ASSEKURANZ-VERMITTLUNGS GESEILSCHAFT MBH. 15. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH T-PUNKT VER TRIEBS GESELLSCHAFT MBH. 16. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DEUTSCHE TE LEKOM TRAINING GMBH. 17. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH T-SYSTEMS I NTERNATIONAL GMBH. 18. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH DETEMEDIEN, DEUTSCHE TELEKOM MED IEN GMBH. 19. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH CARMEN TELE KOM MUNIKATIONSDIENSTE GMBH 20. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH NORMA TELEK OM MUNIKATIONSDIENSTE GMBH. 21. RESOLUTION REGARDING APPROVAL TO CONCLUDE A CONTROL Management AGREEMENT WITH TRAVIATA TE LEKOMMUNIKATIONSDIENSTE GMBH. 22. RESOLUTION REGARDING APPROVAL TO CONCLUDE A PROFIT Management AND LOSS TRANSFER AGREEMENT WITH MAGYARCOM HOLDING GMBH. 23. AMENDMENT OF THE ARTICLES OF INCORPORATION IN Management LINE WITH THE DRAFT BILL FOR THE LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE (UMAG UNTERNEHMENSINTEGRITT UND MODERNISIERUNG DES ANFECHTUNGSRECHTS). ON NOVEMBER 1 7, 2004. THE GERMAN GOVERNMENT BROUGHT FORWARD THE DRAFT BILL FOR THE LAW ON C ORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT OF AVOIDANCE (UMAG.) UMAG SE RVES, AMONG OTHER THINGS, TO SUPPLEMENT 131(2) OF THE AKTG, ACCORDING TO WHICH THE CHAIR OF THE MEETING CAN BE AUTHORIZED IN THE ARTICLES OF INCORPORATION T O PUT A TIME LIMIT ON THE SHAREHOLDERS RIGHT TO SPEAK AND ASK QUESTIONS. UMAG IS LIKELY TO COME INTO FORCE AFTER THE EXPLANA TORY MEMORANDUM BY THE GOVERNME NT ON NOVEMBER 1, 2005. THE ARTICLES OF INCORPORATION OF DEUTSCHE TELEKOM AG S HALL BE AMENDED IN LINE WITH THE FUTURE LEGAL PROVISIONS ON A TIMELY BASIS PRI OR TO THE NEXT SHAREHOLDERS MEETING. THE BOARD OF MANAGEMENT AND SUPERVISORY B OARD THEREFORE RECOMMEND THE ADOPTION OF THE FOLLOWING AMENDMENT TO THE ARTICL ES OF INCORPORATION: 1 7 (2) OF THE ARTICLES OF INCORPORATION PRESENTLY READS AS FOLLOWS: THE CHAIRMAN SHALL RUN THE MEETING. HE SHALL DETER MINE THE ORDER OF DISCUSSION OF AGENDA ITEMS AS WELL AS THE MANNER AND ORDER OF VOTING. A THI RD SENTENCE WILL BE ADDED TO 17(2) OF THE ARTICLES OF INCORPORATION AS FOLLOWS : HE MAY SET AN APPROPRIATE TIME LIMIT FOR SHARE HOLDERS RIGHT TO SPEAK AND AS K QUESTIONS; HE CAN, IN PARTICULAR, APPROPRIATELY DETERMINE THE LENGTH OF THE SHAREHOLDERS MEETING AND THE TIME ALLOTTED FOR DIS CUSSING ITEMS ON THE AGENDA OR FOR ANY INDIVIDUAL QUESTIONS OR COMMENTS.THE BOARD OF MANAGEMENT SHALL BE INSTRUCTED NOT TO ENTER THE AMENDMENT TO THE ARTICLES OF INCORPORATION FOR REG ISTRATION AT THE COMMERCIAL REGISTER UNTIL THE PROVISIONS DESCRIBED ABOVE REGA RDING THE RESTRICTION OF THE RIGHT TO SPEAK AND ASK QUESTIONS ENTER INTO FORCE IN A VERVION THAT, APART FROM ANY SLIGHT EDITORIAL CHANGES, SUBSTANTIALLY COM PLIES WITH THE BUNDESRATS 03/05 OFFICIAL DOCUMENT IN TERMS OF CONTENT. * PLEASE BE ADVISED THAT DEUTSCHE TELEKOM AG Non-Voting SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE . THANK YOU * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM AND UNLESS THE MEET ING IS CONCLUDED, THERE WILL BE A SECOND CALL ON 27 APR 2005. CONSEQUENTLY, YO UR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AM ENDED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- EURONAV NV, ANTWERPEN MIX Meeting Date: 04/26/2005 Issuer: B38564108 ISIN: BE0003816338 BLOCKING SEDOL: B04M8J6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. A.1 APPROVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE AUDITORS ON FY 31 DEC 200 4 A.2 APPROVE THE 2004 ANNUAL REPORT AND THE CONSOLIDATED Management ACCOUNTS A.3 APPROVE THE PROFITS FOR THE FY EUR RESERVES DIVIDEND Management CARRIED FORWARD A.4.A GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management OF THE DUTIES PERFORMED DURIN G THE PAST FY A.4.B GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management OF THE DUTIES PERFORMED DU RING THE PAST FY A.5.1 APPOINT MR. PETER LIVANOS AS A MEMBER OF THE Management MANAGEMENT BOARD A.5.2 APPOINT MR. NICOL KAIRIS AS THE MEMBER OF THE Management MANAGEMENT BOARD A.6 APPROVE THE REMUNERATION OF THE DIRECTORS AND Management THE SUPERVISORY BOARD A.7 APPROVE THE REMUNERATION OF THE STATUTORY AUDITORS Management A.8 APPROVE THE COMPLIANCE WITH THE BELGIUM CORPORATE Management GOVERNANCE CODE A.9 OTHER BUSINESS Other E.1 APPROVE THE SPECIAL REPORT ON THE USE OF THE Management AUTHORIZE CAPITAL E.2 APPROVE TO RENEW THE AUTHORITY REGARDING THE Management ALLOWED CAPITAL E.3 AMEND THE ARTICLES OF ASSOCIATION Management - ----------------------------------------------------------------------------------------------------------------------------- FUJI ELECTRIC HOLDINGS CO LTD AGM Meeting Date: 04/26/2005 Issuer: J14112106 ISIN: JP3820000002 SEDOL: 5477579, 6356365, B022285 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 0, FINAL JY 17, SPECIAL JY 5 2.1 ELECT DIRECTOR Management For 2.2 ELECT DIRECTOR Management For 2.3 ELECT DIRECTOR Management For 2.4 ELECT DIRECTOR Management For 2.5 ELECT DIRECTOR Management For 3 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For - ----------------------------------------------------------------------------------------------------------------------------- GEBERIT AG, JONA MIX Meeting Date: 04/26/2005 Issuer: H2942E108 ISIN: CH0008038223 BLOCKING SEDOL: 5696192, 5717532 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- GEBERIT AG, JONA AGM Meeting Date: 04/26/2005 Issuer: H2942E108 ISIN: CH0008038223 BLOCKING SEDOL: 5696192, 5717532 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216895, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU 1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management AND THE ACCOUNTS OF THE GROUP 2004, AS WELL AS ACCEPTANCE OF THE REPORT OF THE AUDITORS AND THE GROUP AUDITO R 2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 4. RE-ELECT THE BOARD OF DIRECTORS Management 5. ELECT THE AUDITORS AND THE GROUP AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- GEBERIT AG, JONA AGM Meeting Date: 04/26/2005 Issuer: H2942E108 ISIN: CH0008038223 BLOCKING SEDOL: 5696192, 5717532 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 224303 DUE TO ADDITION OF RES OLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216895, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS 1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management AND THE CONSOLIDATED FINAN CIAL STATEMENTS FOR 2004 AND ACCEPTANCE OF THE AUDITORS REPORT AND THE GROUP AUDITORS REPORT 2. APPROVE THE APPROPRIATION OF EARNING FOR DISTRIBUTION Management 3. APPROVE THE ACTIONS TO THE BOARD OF DIRECTORS Management 4.1 RE-ELECT MR. GUNTER F. KELM AS A BOARD OF DIRECTOR Management 4.2 RE-ELECT MR. KURT E. FELLER AS A BOARD OF DIRECTOR Management 5. APPOINT PRICEWATERHOUSECOOPERS AG AS THE AUDITORS Management AND THE GROUP AUDITORS - ----------------------------------------------------------------------------------------------------------------------------- GROUPE BRUXELLES LAMBERT SA, BRUXELLES AGM Meeting Date: 04/26/2005 Issuer: B4746J115 ISIN: BE0003797140 BLOCKING SEDOL: 7097328, 7109892, 7110645, 7596427 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. 1. RECEIVE THE REPORT OF THE SUPERVISORY BOARD FOR Non-Voting FY 2004 2. APPROVE THE 2004 ANNUAL REPORT AND THE ACCOUNTS Management OF THE COMPANY AND THE CONSOLI DATED ACCOUNTS 3. GRANT DISCHARGE THE DIRECTORS AND THE SUPERVISORY Management BOARD IN RESPECT OF THE DUTI ES PERFORMED DURING THE LAST FY 4. GRANT DISCHARGE THE AUDITOR Management 5. APPROVE TO RENEW THE TERM OF OFFICE OF MESSERS. Management ALBERT FRERE, PAUL DESMARAIS, GERALD FRERE, PAUL DESMARIAS JR., GRILLES SAMYN AS ADMINISTRATOR FOR A PERIOD OF 3 YEARS` 6. RECEIVE THE INFORMATION ON THE RUNNING OF THE Non-Voting COMPANY 7. GRANT AUTHORITY TO THE BUY BACK OWN SHARES FOR Management 18 MONTHS 8. MISCELLANEOUS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- HAGEMEYER NV AGM Meeting Date: 04/26/2005 Issuer: N38537234 ISIN: NL0000355477 BLOCKING SEDOL: 5209073, 5467600 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPROVE THE 2004 ANNUAL REPORT Management 3. APPROVE THE CORPORATE GOVERNANCE Management 4. ADOPT THE ANNUAL ACCOUNT 2004 Management 5. ADOPT THE POLICY ON ADDITIONS TO THE RESERVES Management AND ON DIVIDENDS 6. ADOPT A DIVIDEND Management 7. GRANT DISCHARGE TO THE MANAGEMENT BOARD FROM Management LIABILITY FOR THEIR MANAGEMENT CO NDUCTED OVER 2004 8. GRANT DISCHARGE TO THE SUPERVISORY BOARD FROM Management LIABILITY FOR THEIR SUPERVISION EXERCISED OVER 2004 9. APPOINT EXTERNAL AUDITOR TO AUDIT THE ANNUAL Management ACCOUNTS 2005 10.1 APPOINT MR. A. BAAN AS A MEMBER OF THE SUPERVISORY Management BOARD 10.2 APPOINT MR. R. VAN GELDER AS A MEMBER OF THE Management SUPERVISORY BOARD 11.a ADOPT THE REMUNERATION POLICY Management 11.b APPROVE THE SHARE OPTION PLAN FOR THE MEMBERS Management OF THE MANAGEMENT BOARD 12. AUTHORIZE THE MANAGEMENT BOARD TO CAUSE THE COMPANY Management TO ACQUIRE SHARES IN ITS C APITAL 13.a APPROVE TO EXTEND THE DESIGNATION OF THE MANAGEMENT Management BOARD AS THE COMPETENT BOD Y TO RESOLVE AN ISSUANCE OF SHARES 13.b APPROVE TO EXTEND THE DESIGNATION OF THE MANAGEMENT Management BOARD AS THE COMPETENT BOD Y TO RESOLVE RESTRICTING OR EXCLUDING THE PRE-EMPTIVE RIGHTS UPON ISSUANCE OF ORDINARY SHARES 14. APPROVE THE REMUNERATION FOR THE SUPERVISORY BOARD Management 15. AMEND THE ARTICLES OF ASSOCIATION Management 16. TRANSACT ANY OTHER BUSINESS Other 17. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- INBEV SA, BRUXELLES AGM Meeting Date: 04/26/2005 Issuer: B5096U121 ISIN: BE0003793107 BLOCKING SEDOL: 4755317 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. 1. APPROVE THE MANAGEMENT REPORT BY THE BOARD OF Non-Voting DIRECTORS ON THE ACCOUNTING YEAR ENDING ON 31 DEC 2004 2. APPROVE THE REPORT BY THE STATUTORY AUDITOR ON Non-Voting THE ACCOUNTING YE ON 31 DEC 200 4 3. APPROVE THE COMMUNICATION OF THE CONSOLIDATED Non-Voting ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING YE ON 31 DEC 2004 4. APPROVE THE ANNUAL ACCOUNTS RELATING TO THE ACCOUNTING Management YE ON 31 DEC 2004, INCL UDING THE ALLOCATION OF THE RESULT, LOSS ON THE ACCOUNTING YEAR: EUR - 102,173 ,440.01; PROFIT CARRIED FORWARD FROM THE PRECEDING ACCOUNTING YEAR: EUR + 771, 974,120.26; RESULT TO BE ALLOCATED: EUR 669,800,680.25; DEDUCTION FOR THE UNAV AILABLE RESERVE: EUR - 437,343.23; GROSS DIVIDEND FOR THE SHARES: EUR - 224,67 9,348.66; BALANCE CARRIED FORWARD PROFIT: EUR 444,683,988.36 A GROSS DIVIDEND OF EUR 0.39 PER SHARE, GIVING RIGHT TO A DIVIDEND NET FROM WITHHOLDING TAX OF EUR 0.2925 PER ORDINARY SHARE AND OF EUR 0.3315 PER VVPR SHARE 5. GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE Management OF THEIR DUTIES DURING TH E ACCOUNTING YE ON 31 DEC 2004 6. GRANT DISCHARGE TO THE STATUTORY AUDITOR FOR Management THE PERFORMANCE OF HIS DUTIES DUR ING THE ACCOUNTING YE ON 31 DEC 2004 7.a APPROVE TO RENEW THE APPOINTMENT AS INDEPENDENT Management DIRECTOR OF MR. KEES STORM, FO R A PERIOD OF 3 YEARS 7.b APPROVE TO RENEW THE APPOINTMENT AS INDEPENDENT Management DIRECTOR OF MR. PETER HARF, F OR A PERIOD OF 3 YEARS 7.c APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management OF MR. ALLAN CHAPIN, FOR A PERIOD OF 3 YEARS 7.d APPROVE TO RENEW THE APPOINTMENT AS DIRECTOR Management OF MR. ARNOUD DE PRET ROOSE DE CA LESBERG, FOR A PERIOD OF 3 YEARS 8. APPROVE THE NEW EXECUTIVE REMUNERATION POLICY Management OF THE COMPANY WHICH WILL BE IMP LEMENTED AS OF 2005 9. MISCELLANEOUS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- INBEV SA, BRUXELLES EGM Meeting Date: 04/26/2005 Issuer: B5096U121 ISIN: BE0003793107 BLOCKING SEDOL: 4755317 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. THAN K YOU. 1.1 APPROVE THE REPORT BY THE BOARD OF DIRECTORS Non-Voting CONCERNING THE USE AND PURPOSE OF THE AUTHORIZED CAPITAL, DRAWN UP IN ACCORDANCE WITH ARTICLES 604 OF THE BELGI AN COMPANIES CODE 1.2 AMEND ARTICLE 6, 1 & 3 OF THE BY-LAWS; APPROVE Management TO RENEW THE AUTHORIZATION TO T HE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN ACCORDANCE WITH ARTICLE 6 OF THE BY-LAWS, IN OR SEVERAL TIMES, BY AN AMOUNT OF SHARES, OR BY FINANCIA L GIVING RIGHT TO AN AMOUNT OF SHARES, NOT HIGHER THAN 3% OF THE SHARES ISSUED AND OUTSTANDING ON 26 APR 2005; AUTHORITY IS GRANTED FOR A PERIOD OF 5 YEARS 2.1 AMEND ARTICLE 10, 1 & 2 OF THE BYLAWS; AUTHORIZE Management THE BOARD OF DIRECTORS TO PUR CHASE THE COMPANY S OWN SHARES FOR A PRICE WHICH WILL NOT BE MORE THAN 10 % BE LOW THE LOWEST CLOSING PRICE IN THE LAST TWENTY DAYS PRECEDING THE TRANSACTION AND NOT MORE THAN 10% ABOVE THE HIGHEST CLOSING PRICE IN THE LAST TWENTY DAYS PRECEDING THE TRANSACTION; THE PREVIOUS AUTHORITY EXPIRES ON 27 OCT 2005; TO THE EGM TO GRANT A NEW AUTHORITY DURING THIS MEETING IN ORDER TO AVOID THE CAL L OF A SEPARATE EXTRAORDINARY SHAREHOLDERS MEETING 2.2 AMEND ARTICLE 10, 5 OF THE BYLAWS; AUTHORIZE Management THE BOARD OF DIRECTORS TO PURCHAS E THE COMPANY S OWN SHARES WHERE SUCH ACQUISITION IS NECESSARY TO AVOID SERIOU S AND IMMINENT HARM TO THE COMPANY 3. GRANT POWER TO MR. BENOIT LOORE AND MR. JOS LEYSEN, Management LEGAL DIRECTORS COMPANY & SECURITIES LAW, WHO MAY ACT INDIVIDUALLY, WITH RIGHT OF SUBSTITUTION, FOR THE RESTATEMENT OF THE BYLAWS AS A RESULT OF THE AMENDMENTS REFERRED TO ABOVE, FOR THE SIGNING OF SUCH RESTATED VERSION AND ITS FILING WITH THE OFFICE OF THE CL ERK OF THE COMMERCIAL COURT OF BRUSSELS 4.1 RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting WITH REGARD TO THE ISSUAN CE OF 3,500,000 SUBSCRIPTION RIGHTS, PURSUANT TO THE PROVISIONS OF ARTICLE 583 OF THE COMPANIES CODE 4.2 RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting AND REPORT BY THE STATUTO RY AUDITOR WITH REGARD TO THE CANCELLATION OF THE PRE-EMPTION RIGHT IN FAVOUR OF ONE OR MORE SPECIFIC PERSONS, PURSUANT TO THE PROVISIONS OF ARTICLES 596 AN D 598 OF THE COMPANIES CODE 4.3 APPROVE TO CANCEL THE PRE-EMPTIVE RIGHT WITH Management REGARD TO THE ISSUANCE OF SUBSCRI PTION RIGHTS IN FAVOUR OF CERTAIN SENIOR MANAGEMENT EMPLOYEES OF THE COMPANY A ND OF ITS SUBSIDIARIES, TO BE DETERMINED BY THE COMPENSATION AND THE NOMINATIN G COMMITTEE, AND ACCESSORILY, IN FAVOUR OF ALL CURRENT DIRECTORS OF THE COMPAN Y 4.4 APPROVE TO ISSUE 3,500,000 SUBSCRIPTION RIGHTS Management AND DETERMINATION OF THE ISSUAN CE AND EXERCISE CONDITIONS IN ACCORDANCE WITH THE ISSUANCE AND EXERCISE CONDIT IONS SET FORTH IN THE SPECIAL REPORT OF THE BOARD OF DIRECTORS MENTIONED ABOVE UNDER 1,THE MAIN PROVISIONS OF THESE CONDITIONS CAN BE SUMMARIZED AS FOLLOWS: EACH SUBSCRIPTION RIGHT CONFERS THE RIGHT TO SUBSCRIBE IN CASH TO ONE NEW ORD INARY SHARE OF THE COMPANY WITH THE SAME RIGHTS AS THE EXISTING SHARES OF THE COMPANY IN PARTICULAR WITH RESPECT TO THE PROFITS; THE EXERCISE PRICE EQUALS T HE AVERAGE PRICE OF THE INBEV SA SHARE OVER THE 30 DAYS BEFORE THE OFFERING OF THE RIGHTS BY THE EGM; THE SUBSCRIPTION RIGHTS HAVE A TERM OF TEN YEARS AS FR OM THEIR ISSUANCE AND BECOME EXERCISABLE AS FOLLOWS : A FIRST THIRD MAY BE EXE RCISED FROM 01 JAN 2007 TO 25 APR 2015, A SECOND THIRD MAY BE EXERCISED FROM 0 1 JAN 2008 TO 25 APR 2015 AND THE LAST THIRD MAY BE EXERCISED FROM 01 JAN 2009 TO 25 APR 2015; AT THE END OF THE EXERCISE PERIOD, THE SUBSCRIPTION RIGHTS AU TOMATICALLY BECOME NULL AND VOID 4.5 APPROVE TO INCREASE THE CAPITAL OF THE COMPANY, Management UNDER THE CONDITION AND TO THE EXTENT OF THE EXERCISE OF THE SUBSCRIPTION RIGHTS, FOR A MAXIMUM AMOUNT EQUAL TO THE NUMBER OF SUBSCRIPTION RIGHTS ISSUED MULTIPLIED BY THE EXERCISE PRICE OF THE SUBSCRIPTION RIGHTS AND ALLOCATION OF THE SHARE PREMIUM TO AN ACCOUNT N OT AVAILABLE FOR DISTRIBUTION 5.1 AUTHORIZE THE COMPENSATION & NOMINATING COMMITTEE Management TO DETERMINE THE IDENTITY OF THE RECIPIENTS AND THE NUMBER OF SUBSCRIPTION RIGHTS WHICH THEY ARE OFFERED 5.2 AUTHORIZE THE TWO DIRECTORS ACTING JOINTLY TO Management HAVE ESTABLISHED IN A DEED THE E XERCISE OF THE SUBSCRIPTION RIGHTS AND THE CORRESPONDING INCREASE OF THE CAPIT AL AND OF THE NUMBER OF NEW SHARES ISSUED, THE ALTERATION OF THE BYLAWS AS A C ONSEQUENCE THEREOF, THE SHARE PREMIUMS AND THE ALLOCATION OF THESE PREMIUMS TO AN ACCOUNT NOT AVAILABLE FOR DISTRIBUTION, AS WELL AS TO CO-ORDINATE THE TEXT OF THE BYLAWS AND TO DEPOSIT THEM AT THE CLERKS OFFICE - ----------------------------------------------------------------------------------------------------------------------------- ING GROEP NV AGM Meeting Date: 04/26/2005 Issuer: N4578E413 ISIN: NL0000303600 BLOCKING SEDOL: 7154160, 7154182, 7159176 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 19 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting 1. OPENING AND ANNOUNCEMENTS Management 2.A RECEIVE THE REPORT OF BOARD OF MANAGEMENT AND Management THE SUPERVISORY BOARD FOR 2004 2.b APPROVE THE PROFIT RETENTION AND DISTRIBUTION Management POLICY 3.a APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management 3.b APPROVE THE DIVIDEND FOR 2004 Management 4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 5. APPROVE THE CORPORATE GOVERNANCE Management 6.a RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management 6.b RE-APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management 6.c APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management 6.d APPOINT THE MEMBER OF THE SUPERVISORY BOARD Management 7. APPROVE THE MAXIMUM NUMBER OF STOCK OPTIONS AND Management PERFORMANCE SHARES TO BE GRANT ED TO THE MEMBERS OF THE BOARD OF MANAGEMENT 8.a GRANT AUTHORITY TO ISSUE THE ORDINARY SHARES Management 8.b GRANT AUTHORITY TO ISSUE PREFERENCE B SHARES Management 9. GRANT AUTHORITY TO ACQUIRE CERTIFICATES OF Management SHARES IN ITS OWN CAPITAL 10. ANY OTHER BUSINESS AND CLOSURE Other - ----------------------------------------------------------------------------------------------------------------------------- ING GROEP NV AGM Meeting Date: 04/26/2005 Issuer: N4578E413 ISIN: NL0000303600 BLOCKING SEDOL: 7154160, 7154182, 7159176 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 208716 DUE TO ADDITION OF RES OLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE CUT-OFF DATE SET ON 13 APR 2005 AND ONE DAY FOLLOWING THE RE GISTRATION DATE SET ON 19 APR 2005. VOTE INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION DATE. THANK YOU. 1. OPENING REMARKS AND ANNOUNCEMENTS Non-Voting 2.A REPORTS OF THE EXECUTIVE BOARD AND THE SUPERVISORY Non-Voting BOARD FOR 2004 2.B PROFIT RETENTION AND DISTRIBUTION POLICY Non-Voting 3.A ANNUAL ACCOUNTS FOR 2004 Management 3.B FOR 2004, A TOTAL DIVIDEND OF EUR 1.07 PER (DEPOSITARY Management RECEIPT FOR AN) ORDINAR Y SHARE WILL BE PROPOSED TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS. TAKING INTO ACCOUNT THE INTERIM DIVIDEND OF EUR 0.49 MADE PAYABLE IN SEPTEMBER 2004, THE FINAL DIVIDEND WILL AMOUNT TO EUR 0.58 PER (DEPOSITARY RECEIPT FOR AN) OR DINARY SHARE. REFERENCE IS ALSO MADE TO PAGE 143 OF THE ANNUAL REPORT 2004 4.A DISCHARGE OF THE EXECUTIVE BOARD IN RESPECT OF Management THE DUTIES PERFORMED DURING THE YEAR 2004 4.B DISCHARGE OF THE SUPERVISORY BOARD IN RESPECT Management OF THE DUTIES PERFORMED DURING T HE YEAR 2004 5.A WITH A VIEW TO THE DUTCH CORPORATE GOVERNANCE Management CODE, THE GENERAL MEETING OF SHA REHOLDERS IS INVITED TO DISCUSS AND APPROVE THE IMPLEMENTATION OF THE CODE BY THE COMPANY AS DESCRIBED IN THE DOCUMENT THE DUTCH CORPORATE GOVERNANCE CODE - ING S IMPLEMENTATION OF THE TABAKSBLAT CODE FOR GOOD CORPORATE GOVERNANCE 5.B WITH REFERENCE TO ARTICLE 19, PARAGRAPH 1 OF Non-Voting THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE EXECU TIVE BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY BOARD 5.C WITH REFERENCE TO ARTICLE 25, PARAGRAPH 1 OF Non-Voting THE ARTICLES OF ASSOCIATION, THE GENERAL MEETING OF SHAREHOLDERS IS INVITED TO DISCUSS THE PROFILE OF THE SUPER VISORY BOARD, AS IT WAS DRAWN UP BY THE SUPERVISORY BOARD. IN COMPARISON WITH THE PRESENT PROFILE OF THE SUPERVISORY BOARD, THE CHANGES INVOLVE ONLY REPHRAS INGS AND NO MATERIAL CHANGES 6.A REAPPOINTMENT OF LUELLA GROSS GOLDBERG Management 6.B REAPPOINTMENT OF GODFRIED VAN DER LUGT Management 6.C APPOINTMENT OF JAN HOMMEN Management 6.D APPOINTMENT OF CHRISTINE LAGARDE Management 7. IT IS PROPOSED TO APPROVE THAT THE MAXIMUM NUMBER Management OF STOCK OPTIONS AND PERFORM ANCE SHARES TO BE GRANTED TO THE MEMBERS OF THE EXECUTIVE BOARD FOR 2004 WILL BE 374,700 STOCK OPTIONSAND 136,200 PERFORMANCE SHARES 8.A IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management AS THE CORPORATE BODY THA T WILL BE AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE ORDINAR Y SHARES, TO GRANT THE RIGHT TO TAKE UP SHARES AND TO RESTRICT OR EXCLUDE PREF ERENTIAL RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD ENDING O N 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS ): (I) FOR A TOTAL OF 220,000,000 ORDINARY SHARES, PLUS (II) FOR A TOTAL OF 22 0,000,000 ORDINARY SHARES, ONLY IF THESE SHARES ARE ISSUED IN CONNECTION WITH THE TAKE-OVER OF A BUSINESS OR COMPANY 8.B IT IS PROPOSED THAT THE EXECUTIVE BOARD BE APPOINTED Management AS THE CORPORATE BODY THA T WILL BE AUTHORISED, UPON APPROVAL OF THE SUPERVISORY BOARD, TO ISSUE PREFERE NCE B SHARES AND TO GRANT THE RIGHT TO TAKE UP SHARES WITH OR WITHOUT PREFEREN TIAL RIGHTS OF SHAREHOLDERS. THIS AUTHORITY APPLIES TO THE PERIOD ENDING ON 26 OCTOBER 2006 (SUBJECT TO EXTENSION BY THE GENERAL MEETING OF SHAREHOLDERS) FO R 10,000,000 PREFERENCE B SHARES WITH A NOMINAL VALUE OF EUR 0.24 EACH, PROVID ED THESE ARE ISSUED FOR A PRICE PER SHARE THAT IS NOT BELOW THE HIGHEST PRICE PER DEPOSITARY RECEIPT FOR AN ORDINARY SHARE, LISTED ON THE EURONEXT AMSTERDAM STOCK EXCHANGE, ON THE DATE PRECEDING THE DATE ON WHICH THE ISSUE OF PREFEREN CE B SHARES OF THE RELEVANT SERIES IS ANNOUNCED THIS AUTHORISATION WILL ONLY B E USED IF AND WHEN ING GROEP N.V. IS OBLIGED TO CONVERT THE ING PERPETUALS III INTO SHARES PURSUANT TO THE CONDITIONS OF THE ING PERPETUALS III 9. IT IS PROPOSED THAT THE EXECUTIVE BOARD BE AUTHORISED Management FOR A PERIOD OF EIGHTEEN MONTHS AS FROM 26 APRIL 2005, TO ACQUIRE BY ANY MEANS, FULLY PAID-UP SHARES I N THE CAPITAL OF THE COMPANY OR DEPOSITARY RECEIPTS FOR SUCH SHARES, UP TO THE LIMIT IMPOSED BY THE LAW AND BY THE ARTICLES OF ASSOCIATION AT A PRICE WHICH IS NOT LOWER THAN THE NOMINAL VALUE OF THE SHARES AND NOT HIGHER THAN THE HIGH EST PRICE AT WHICH THE DEPOSITARY RECEIPTS FOR THE COMPANY S SHARES OF THE SAM E TYPE ARE TRADED ON THE EURONEXT AMSTERDAM STOCK MARKET ON THE DATE ON WHICH THE PURCHASE CONTRACT IS SIGNED 10. ANY OTHER BUSINESS AND CONCLUSION Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- KERRY PROPERTIES LTD AGM Meeting Date: 04/26/2005 Issuer: G52440107 ISIN: BMG524401079 SEDOL: 5991745, 6486314, B05PDR7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For 3. RE-ELECT A RETIRING DIRECTOR Management For 4. APPROVE TO FIX THE DIRECTORS FEES Management For 5. RE-APPOINT THE RETIRING AUDITORS AND AUTHORIZE Management For THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION 6.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE SHARE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEME NTS, OPTIONS AND OTHER RIGHTS, OR ISSUE WARRANTS AND OTHER SECURITIES INCLUDIN G BONDS, DEBENTURES AND NOTES CONVERTIBLE INTO SHARES OF THE COMPANY DURING AN D AFTER THE RELEVANT PERIOD, A) NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMO UNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING OF THIS RESOLUTION; AND B) THE NOMINAL AMOUNT OF ANY SHARE CAPITAL REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQUIVALE NT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE C OMPANY , OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT; OR III) ANY S CRIP DIVIDEND OR SIMILAR ARRANGEMENT; OR IV) ANY ADJUSTMENT, AFTER THE DATE OF GRANT OR ISSUE OF ANY OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER SECURITIES REFERR ED TO THE ABOVE, IN THE PRICE AT WHICH SHARES IN THE COMPANY SHALL BE SUBSCRIB ED, AND/OR IN THE NUMBER OF SHARES IN THE COMPANY WHICH SHALL BE SUBSCRIBED, O N EXERCISE OF RELEVANT RIGHTS UNDER SUCH OPTIONS, WARRANTS OR OTHER SECURITIES , SUCH ADJUSTMENT BEING MADE IN ACCORDANCE WITH OR AS CONTEMPLATED BY THE TERM S OF SUCH OPTIONS, RIGHTS TO SUBSCRIBE OR OTHER SECURITIES; OR V) A SPECIFIED AUTHORITY GRANTED BY THE SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING; AUTH ORITY EXPIRES BY THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY OTHER APPLICABLE LAWS OF BERMUDA TO BE HELD 6.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For ITS OWN SHARES DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED THE STOCK EXCHAN GE OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN O R MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HON G KONG AND THE STOCK EXCHANGE FOR THIS PURPOSE, NOT EXCEEDING 10% OF THE AGGRE GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES BY THE CONCLUSION OF THE NEX T AGM OF THE COMPANY AS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY OTHER A PPLICABLE LAWS OF BERMUDA TO BE HELD 6.C APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS OF THE COMPANY, CONDITIONAL UPON THE PASSING OF RESOLUTION 6.B, TO ALLOT SHARES PURSUANT TO R ESOLUTION 6.A, BY THE ADDITION TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA PITAL WHICH MAY BE ALLOTTED OR AGREED TO BE ALLOTTED BY THE DIRECTORS OF THE C OMPANY PURSUANT TO SUCH GENERAL MANDATE OF AN AMOUNT REPRESENTING THE AGGREGAT E NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT TO R ESOLUTION 6.B S.7 AMEND THE BYE-LAWS OF THE COMPANY BY ADDING BYE-LAWS Management For 70A AND 99(A), ADDING SEN TENCES AT THE BEGINNING OF BYE-LAW 99(B), ADDING PARAGRAPHS AFTER BYE-LAW 99(B ), BYE-LAW 100(III), AND REPLACING BYE-LAW 113 - ----------------------------------------------------------------------------------------------------------------------------- L'OREAL S.A., PARIS MIX Meeting Date: 04/26/2005 Issuer: F58149133 ISIN: FR0000120321 BLOCKING SEDOL: 4057808, 4067089, 4084282, 7164619 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEA R 2004; THE NON-DEDUCTIBLE FEES AND EXPENSES AS WELL AS THE CORRESPONDING TAX O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE FYE DECEMBER 2004 O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management PROFITS FOR THE FY : EUR 1,230, 100,216.83; GLOBAL DIVIDEND: EUR 6,760,621.60; ALLOCATION OF A SUPRADIVIDEND: EUR 547,610,349.60; OTHER RESERVES: EUR 675,729,245.63; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.82 PER SHARE; THIS DIVIDEND WILL BE PAID 11 MA Y 2005; THE AMOUNT OF EUR 4,987,500.00 REPRESENTING THE OUTSTANDING TAX WILL B E CHARGED TO THE OTHER RESERVES ACCOUNT O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE FRENCH COMMERCIAL CODE, AND THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. FRANCOISE Management BETTENCOURT MEYERS AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management PETER BRABECK-LETMATHE AS A DIRE CTOR FOR A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management JEAN-PIERRE MEYERS AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.8 APPOINT MR. WERNER BAUER AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.9 APPOINT MR. M. LOUIS SCHWEITZER AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.10 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,100,000.00 Management TO THE BOARD OF DIRECTO RS O.11 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 95.00, MA XIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPR ISING THE COMPANY S CAPITAL; AUTHORITY EXPIRE AFTER 18 MONTHS ; AND TO TAKE A LL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management TO ANY AND ALL EXISTING AUTH ORITY, IN ORDER TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE TRANSACTIONS AND A T ITS SOLE DISCRETION BY A MAXIMUM NOMINAL AMOUNT OF EUR 200,000,000.00 BY WAY OF ISSUING COMPANY S ORDINARY SHARES, OR BY WAY OF CAPITALIZING RETAINED EARN INGS, INCOME OR ADDITIONAL PAID-IN CAPITAL OR ANY OTHER CAPITALIZABLE ITEMS, T O BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VAL UE OF THE EXISTING SHARES; TO INCREASE THE NUMBER OF SHARES TO BE ISSUED, PROV IDED THAT IT DOES NOT EXCEED 15% OF THE INITIAL ISSUE; AUTHORITY EXPIRE AFTER 26 MONTHS ; E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY AND ITS SUBSIDIA RIES EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AFTER 26 MONTHS ; AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED 1% OF THE CAPITAL WITH A MAXIMUM AMOUNT OF EUR 1,352,124.00 BY WAY OF ISSUING 6,760,621 NEW ACT IONS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALI TIES O.14 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management THE FREE ALLOCATION OF COMPAN Y S EXISTING SHARES OR TO BE ISSUED, IT BEING PROVIDED THAT IT DOES NOT EXCEED 6% AND 2% OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EX PIRES AFTER 15 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.15 AMEND THE ARTICLE OF ASSOCIATION NUMBER 12 AIMING Management AT MAKING EASIER THE ACCESS REQUIREMENTS OF THE BEARER SHAREHOLDERS TO GENERAL MEETINGS O.16 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS : PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIA NS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN C APACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY C ARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTI ONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOU NT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WI LL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- MEDIOLANUM SPA MIX Meeting Date: 04/26/2005 Issuer: T66932111 ISIN: IT0001279501 BLOCKING SEDOL: 5535198, 5851708 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM HERE WILL BE A SECO ND CALL ON 28 APR 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALL S UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL B E BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 APPROVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management BALANCE SHEET REPORT AS OF 31 DEC 2004; THE BOARD OF DIRECTORS REPORT ON MANAGEMENT ACTIVITY AND INTERNAL AUDITORS REPORT; RESOLUTION RELATED THERETO O.2 APPOINT BOARD OF DIRECTORS MEMBERS AFTER STATING Management THEIR NUMBER; APPOINT THEIR C HAIRMAN TO STATE THEIR EMOLUMENT O.3 APPOINT INTERNAL AUDITORS MEMBERS AND THEIR CHAIRMAN; Management TO STATE THEIR EMOLUMENT S O.4 APPOINT EXTERNAL AUDITORS IN ORDER TO AUDIT BALANCE Management SHEET AND CONSOLIDATED BAL ANCE SHEET REPORTS AS WELL AS FOR A LIMITED REVIEW OF THE BI-ANNUAL MANAGEMENT REPORT FOR THE THREE-YEAR TERM 2005/2007 O.5 AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management OWN SHARES; RESOLUTION RELATE D THERETO E.1 APPROVE TO REVOKE RESOLUTIONS DELIBERATED DURING Management THE 12 APR 2001 SHAREHOLDERS MEETING AND TO DATE PARTIALLY EXECUTED, RELATED TO THE BOARD OF DIRECTORS EM POWERMENT EX ARTICLE 2443 OF THE ITALIAN CIVIL CODE TO INCREASE THE STOCK CAPI TAL BY ISSUING MAXIMUM NO. 3,000,000 NEW ORDINARY SHARES FACE VALUE EURO 0.10 EA , IN ONE OR MORE INSTALLMENTS AND OVER A 5 YEAR TERM TO BE RESERVED TO THE COMPANY S EMPLOYEES AND ITS SUBSIDIARIES EMPLOYEES, WITHOUT OPTION RIGHT AND AGAINST PAYMENT E.2 APPROVE TO REVOKE RESOLUTIONS DELIBERATED DURING Management THE 12 APR 2001 SHAREHOLDERS MEETING AND TO DATE PARTIALLY EXECUTED RELATED TO THE BOARD OF DIRECTORS EMP OWERMENT EX ARTICLE 2443 OF THE ITALIAN CIVIL ODE TO INCREASE THE STOCK CAPITA L ISSUING MAXIMUM NO. 1,500,000 NEW ORDINARY SHARES FACE VALUE EURO 0.10 EA. IN ONE OR MORE INSTALLMENTS OVER A 5 YEAR TERM TO BE RESERVED TO THE NON DIRE CTLY EMPLOYED DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES WITHOUT OPTION RIG HT AND AGAINST PAYMENT E.3 APPROVE THE GUIDELINES RELATED TO A STOCK OPTION Management PLAN IN FAVOUR OF THE EMPLOYE ES FREELANCES AND THE DIRECTORS NOT DIRECTLY EMPLOYED BY THE COMPANY AND BY IT S SUBSIDIARIES; CONSEQUENT RESOLUTIONS AND POWER BESTOWAL FOR PLAN EXECUTION. E.4 AUTHORIZE THE BOARD OF DIRECTORS EX ARTICLE 2443 Management OF THE ITALIAN CIVIL CODE TO INCREASE STOCK CAPITAL AGAINST PAYMENT WITHOUT OPTION RIGHT FOR A 5 YEAR TERM, IN ONE OR MORE INSTALLMENTS, TO BE OFFERED FOR A MAXIMUM NUMBER OF 4,000,0000 ORDINARY SHARES FACE VALUE EURO 0.10 EA. IN FAVOUR OF THE EMPLOYEES OF THE COMPANY AND SUBSIDIARIES; MAXIMUM NUMBER OF 4,000,0000 ORDINARY SHARES FACE V ALUE EURO 0.10 EA. IN FAVOUR OF THE FREELANCES OF THE COMPANY AND SUBSIDIARIE S; FOR A MAXIMUM NUMBER OF 1,500,0000 ORDINARY SHARES FACE VALUE EURO 0.10 EA . IN FAVOUR OF THE DIRECTORS NOT DIRECTLY EMPLOYED BY THE COMPANY AND BY ITS SUBSIDIARIES RESOLUTIONS RELATED THERETO - ----------------------------------------------------------------------------------------------------------------------------- NEPTUNE ORIENT LINES LTD AGM Meeting Date: 04/26/2005 Issuer: V67005120 ISIN: SG1F90001388 SEDOL: 5906501, 6628859 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND ACCOUNTS Management For FOR THE FYE 31 DEC 2004 A ND THE AUDITORS REPORT THEREON 2. APPROVE TO PAY NON-EXECUTIVE DIRECTORS OF SGD Management For 913,768 3. DECLARE A FINAL TAX-EXEMPT 1-TIER DIVIDEND Management For OF 14.69 SINGAPORE CENTS PER SHAR E AND A SPECIAL TAX-EXEMPT 1-TIER DIVIDEND OF 21.69 SINGAPORE CENTS PER SHAR E, IN RESPECT OF THE FYE 31 DEC 2004 4. RE-ELECT DR. FRIEDBERT MALT, WHO RETIRES BY ROTATION Management Against IN ACCORDANCE WITH ARTICL E 99 OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 5. RE-ELECT MR. JAMES CONNAL SCOTLAND RANKIN, WHO Management For RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE 99 OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 6. RE-ELECT MR. CHRISTOPHER LAU LOKE SAM, WHO RETIRES Management For BY ROTATION IN ACCORDANCE W ITH ARTICLE 102 OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 7. RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS AS THE Management For AUDITORS AND AUTHORIZE DIRECTO RS TO FIX THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE ORDINARY SHARES IN THE COMPANY AT ANY TIME AND UPON SU CH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AS THE DIRECTORS MAY, IN THEIR A BSOLUTE DISCRETION, DEEM FIT THE AUTHORITY , THE AGGREGATE NUMBER OF THE ORDI NARY SHARES ISSUED NOT EXCEEDING 50% OF THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF APPROVAL OF THE MANDATE AFTER ADJUSTING FOR NEW SHAR ES ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR EMPLOYEE SHARE OPT IONS ON ISSUE AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES, OF WH ICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE EXISTING SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS AND/OR COMPANY SECRET ARY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY OR I N THE INTEREST OF THE COMPANY TO GIVE EFFECT TO THE AUTHORITY 9. AUTHORIZE THE BOARD OF THE COMPANY TO PURCHASE Management For OR OTHERWISE ACQUIRE ORDINARY S HARES OF PAR VALUE SGD 1.00 EACH SHARES IN THE ISSUED SHARE CAPITAL OF THE C OMPANY, NOT EXCEEDING IN AGGREGATE 10 %, OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY, BY WAY OF ON-MARKET PURCHASES EACH AN ON-MARKET PURCHASE ON THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST AND/OR OFF-MARKET P URCHASES EACH OFF-MARKET PURCHASE EFFECTED OTHERWISE THAN ON THE SGX-ST IN A CCORDANCE WITH ANY EQUAL ACCESS SCHEME(S) WHICH SATISFIES THE CONDITIONS PRESC RIBED BY THE COMPANIES ACT, AT A PRICE OF UP TO 5% OF THE AVERAGE OF THE CLOSI NG MARKET PRICES OF A SHARE OVER THE LAST 5 MARKET DAYS IN THE CASE OF AN ON-M ARKET SHARE PURCHASE AND A PRICE UP TO 10% OF SUCH AVERAGE CLOSING PRICE IN CA SE OF OFF-MARKET PURCHASE SHARE PURCHASE MANDATE ; AND AUTHORIZE THE DIRECTOR S OF THE COMPANY AND/OR ANY OF THEM TO COMPLETE AND DO ALL SUCH ACTS AND THING S INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MA Y CONSIDER OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS ORDINARY RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR THE DATE WHEN THE PURCHASE OF SHARES I S CARRIED OUT TO THE FULL EXTENT MANDATED 10. AUTHORIZE THE COMPANY ITS SUBSIDIARIES AND ASSOCIATED Management For COMPANIES OR ANY OF THEM , FOR THE PURPOSES OF CHAPTER 9 OF THE LISTING MANUAL OF THE SINGAPORE EXCHANG E SECURITIES TRADING LIMITED, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WI THIN THE TYPES OF INTERESTED PERSON TRANSACTIONS, AS SPECIFIED, WITH ANY PARTY WHO IS OF THE CLASS OF INTERESTED PERSONS AS SPECIFIED, PROVIDED THAT SUCH TR ANSACTIONS ARE MADE ON AN ARM S LENGTH BASIS AND ON NORMAL COMMERCIAL TERMS; AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS AND/OR COMPANY SECRETARY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDI NG EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPED IENT OR NECESSARY OR IN THE INTEREST OF THE COMPANY TO GIVE EFFECT TO THE MAND ATE AND/OR THIS RESOLUTION * TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- OVERSEAS UNION ENTERPRISE LTD AGM Meeting Date: 04/26/2005 Issuer: V70197104 ISIN: SG1N99002122 SEDOL: 5812073, 6663827 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND FINANCIAL Management For STATEMENTS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 6 CENTS AND A SPECIAL Management For DIVIDEND OF 4 CENTS PER ORDI NARY SHARE LESS INCOME TAX FOR THE YE 31 DEC 2004 3. APPROVE THE DIRECTORS FEES OF USD 380,000 FOR Management For 2004 4.a RE-APPOINT MR. WEE CHO YAW, PURSUANT TO SECTION Management For 153(6) OF THE COMPANIES ACT, C HAPTER 50, AS A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE NEXT AGM OF THE COMPANY 4.b RE-APPOINT MR. LIM BOON KHENG, PURSUANT TO SECTION Management For 153(6) OF THE COMPANIES ACT , CHAPTER 50, AS A DIRECTOR OF THE COMPANY TO HOLD SUCH OFFICE UNTIL THE NEXT AGM OF THE COMPANY 5.a RE-ELECT MR. WONG HUNG KHIM, WHO IS RETIRING Management For BY ROTATION, AS A DIRECTOR 5.b RE-ELECT MISS KHO PIAC-SUAT, WHO IS RETIRING Management For BY ROTATION, AS A DIRECTOR 6. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 7. TRANSACT OTHER BUSINESS Other Against 8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50 AND THE LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED , TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY BY WAY OF RIGHTS, BONUS OR OT HERWISE AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS DETERMINE, THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO ALL SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPIT AL OF THE COMPANY AT THE TIME OF THE PASSING OF THIS RESOLUTION; AUTHORITY EX PIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- SEMBCORP INDUSTRIES LTD AGM Meeting Date: 04/26/2005 Issuer: Y79711100 ISIN: SG1G26864940 SEDOL: 5663497, 6128713 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For ACCOUNTS FOR THE YE 31 DEC 200 4 2. APPROVE THE PAYMENT OF A GROSS FINAL DIVIDEND Management For OF SGD 0.05 PER SHARE LESS INCO ME TAX FOR THE YE 31 DEC 2004 3. RE-ELECT MR. PETER SEAH LIM HUAT AS A DIRECTOR, Management Against WHO RETIRES BY ROTATION PURSUA NT TO THE ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT MR. LUA CHENG ENG INDEPENDENT MEMBER Management For AND THE CHAIRMAN OF THE AUDIT C OMMITTEE AS A DIRECTOR, WHO RETIRES BY ROTATION PURSUANT TO THE ARTICLE 93 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. COLIN AU FOOK YEW AS A DIRECTOR, Management For WHO RETIRES PURSUANT TO THE ARTI CLE 99 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. EVERT HENKES AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO THE ARTICLE 9 9 OF THE COMPANY S ARTICLES OF ASSOCIATION * ACKNOWLEDGE THE RETIREMENT OF MR. TETSURO KAWAKAMI, Non-Voting Non-Vote Proposal A DIRECTOR RETIRING PURSUA NT TO SECTION 153(2) OF THE COMPANIES ACT, CHAPTER 50 7. APPROVE THE SUM OF SGD 635,166 AS THE DIRECTOR Management For S FEES FOR THE YE 31 DEC 2004 8. RE-APPOINT KPMG AS THE AUDITORS OF THE COMPANY Management For AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 9. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ISSUE Management For SHARES IN THE CAPITAL OF THE C OMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GR ANT OFFER, AGREEMENTS OR OPTIONS COLLECTIVELY THE INSTRUMENTS THAT MIGHT R EQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSU E OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHARES AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERS ONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT AND ISSUE SHARE S IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS R ESOLUTION WAS IN FORCE, PROVIDED THAT: I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED SHALL NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WH ICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CA PITAL OF THE COMPANY; AND II) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST THE PER CENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE COMPANY S ISSUED SHARE C APITAL AT THE TIME OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SHARE S ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VE STING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RES OLUTION IS PASSED AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; A ND IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME B EING IN FORCE AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPAN Y; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COM PANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 10. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE SEMBCORP INDUSTRIES SHARE OPTION PLAN SHARE OPTION PLAN AND/OR TO GRANT AWARDS IN ACCORDANCE WITH THE PROVISIONS OF THE SEMBCORP INDUSTRIES PERFORMANCE SHARE PLAN PERFORMANCE SHARE PLAN AND/OR SEMBCORP INDUSTRIES RES TRICTED STOCK PLAN RESTRICTED STOCK PLAN THE SHARE OPTION PLAN, THE PERFORM ANCE SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER THE SHARE PLANS AND A LLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES OF SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCI SE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/OR SUCH NUMBER OF FULLY PAID SHA RES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER TH E PERFORMANCE SHARE PLAN AND/OR THE RESTRICTED STOCK OPTION PLAN, PROVIDED THA T THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE SHARE PLANS SHAL L NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- SEMBCORP INDUSTRIES LTD EGM Meeting Date: 04/26/2005 Issuer: Y79711100 ISIN: SG1G26864940 SEDOL: 5663497, 6128713 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THAT: 1) APPROVAL BE AND IS HEREBY GIVEN, Management For FOR THE PURPOSES OF CHAPTER 9 OF THE LISTING MANUAL CHAPTER 9 OF THE SGX-ST, FOR THE COMPANY, ITS SUBSID IARIES AND ASSOCIATED COMPANIES THAT ARE ENTITIES AT RISK AS THAT TERM IS USE D IN CHAPTER 9 , OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTERESTED PERSON TRANSACTIONS SPECIFIED TO THE SHAREHOLD ERS DATED 04 APR 2005 THE CIRCULAR WITH ANY PARTY WHO IS OF THE CLASS OF INT ERESTED PERSONS, PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR SUCH INTERESTED PERSON TRANSACTIONS; 2) THE APPROVAL GIVEN IN PARAGRAPH 1 ABOVE THE SHAREHOLDERS MANDATE SHALL, CONTINUE IN FORCE UNTIL THE CONCLUSION OF THE NEXT AGM OF THE C OMPANY; AND 3) AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL S UCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPA NY TO GIVE EFFECT TO THE SHAREHOLDERS MANDATE AND/OR THIS RESOLUTION S.2 THAT PURSUANT TO ARTICLE 10 OF THE ARTICLES OF Management For ASSOCIATION OF THE COMPANY AND SUBJECT TO THE CONFIRMATION OF THE HIGH COURT OF THE REPUBLIC OF SINGAPORE: AP PROVE THAT A) THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY OF A MAXIMUM OF SGD 467,470,749.75 COMPRISING A MAXIMUM OF 1,869,882,999 ORDINARY SHARES O F SGD 0.25 EACH BE REDUCED BY A MAXIMUM OF SGD 28,048,245 AND SUCH REDUCTION BE EFFECTED BY RETURNING TO THE HOLDERS OF THE ORDINARY SHARES AS AT A BOOKS C LOSURE DATE TO BE DETERMINED BY THE DIRECTORS, PAID-UP CAPITAL TO THE EXTENT O F SGD 0.015 ON EACH SUCH ORDINARY SHARE, AND BY REDUCING THE PAR VALUE OF EACH SUCH ORDINARY SHARE FROM SGD 0.25 TO SGD 0.235; AND B) SUBJECT TO AND FORTHWI TH UPON THE PRECEDING SUB-PARAGRAPH (1)(A) TAKING EFFECT: (I) ALL OF THE ORDIN ARY SHARES OF SGD 0.235 EACH IN THE ISSUED AND PAID-UP SHARE CAPITAL OF THE CO MPANY BE SUBDIVIDED IN SUCH MANNER THAT EVERY ONE OF THE SAID ORDINARY SHARES SHALL CONSTITUTE 235 ORDINARY SHARES OF SGD 0.001 EACH ON WHICH THE SUM OF SG D 0.001 SHALL BE CREDITED AS HAVING BEEN FULLY PAID-UP FOR EACH ORDINARY SHARE ; AND II) ALL OF THE ORDINARY SHARES OF SGD 0.001 EACH CREATED PURSUANT TO THE SUBDIVISION OF ORDINARY SHARES OF SGD 0.235 EACH BE CONSOLIDATED IN SUCH MANN ER THAT EVERY 250 OF THE SAID ORDINARY SHARES SHALL CONSTITUTE ONE ORDINARY SH ARE OF SGD 0.25 ON WHICH THE SUM OF SGD 0.25 SHALL BE CREDITED AS HAVING BEEN FULLY PAID-UP FOR EACH ORDINARY SHARE AND ANY FRACTION OF AN ORDINARY SHARE S HALL BE DISREGARDED; SUBJECT TO AND FORTHWITH UPON THE PRECEDING PARAGRAPH (1) TAKING EFFECT, A MAXIMUM SUM OF SGD 168,289,470 FORMING PART OF THE ACCUMULAT ED PROFITS OF THE COMPANY AS AT 31 MAR 2005 BE CAPITALIZED AND APPLIED IN PAYI NG UP IN FULL AT PAR FOR A MAXIMUM OF 673,157,880 UNISSUED ORDINARY SHARES OF SGD 0.25 EACH IN THE CAPITAL OF THE COMPANY THE ADDITIONAL ORDINARY SHARES, E ACH AN ADDITIONAL ORDINARY SHARE , AND THE ADDITIONAL ORDINARY SHARES BE ALLOT TED AND ISSUED CREDITED AS FULLY PAID UP TO THE HOLDERS OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY IN THE PROPORTION OF 6 ADDITIONAL ORDINARY SHARES F OR EVERY ONE ORDINARY SHARE HELD BY THEM WHICH IS CANCELLED PURSUANT TO THE PR ECEDING PARAGRAPH (1), AND FORTHWITH UPON THE ALLOTMENT AND ISSUE OF THE ADDIT IONAL ORDINARY SHARES, THE ADDITIONAL ORDINARY SHARES BE CANCELLED IN THEIR EN TIRETY, AND THE MAXIMUM SUM OF SGD 168,289,470 ARISING FROM SUCH CANCELLATION BE RETURNED TO THE RESPECTIVE HOLDERS OF THE ADDITIONAL ORDINARY SHARES ON THE BASIS OF SGD 0.25 FOR EACH ADDITIONAL ORDINARY SHARE SO CANCELLED; SUBJECT TO AND FORTHWITH UPON THE PRECEDING PARAGRAPHS (1) AND (2) TAKING EFFECT, THE SU M STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY BE REDUCE D BY A MAXIMUM SUM OF SGD 22,438,596 AND THAT SUCH REDUCTION BE EFFECTED BY RE TURNING TO THE HOLDERS OF THE ORDINARY SHARES IN THE CAPITAL OF THE COMPANY SG D 0.20 IN CASH FOR EACH ISSUED AND FULLY PAID-UP ORDINARY SHARE IN THE CAPITAL OF THE COMPANY WHICH IS CANCELLED PURSUANT TO THE PRECEDING PARAGRAPHS (1) AN D (2); AND AUTHORIZE THE DIRECTORS AND EACH OF THEM TO DO ALL ACTS AND THINGS AS THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THE PRECEDING PA RAGRAPHS (1), (2) AND (3) 3. APPROVE THAT: 1) RULE 10(A) OF THE SEMBCORP INDUSTRIES Management Against EXECUTIVES SHARE OPTIO N SCHEME BE MODIFIED IN THE MANNER AS SPECIFIED; 2) RULE 11.1 OF THE SEMBCORP INDUSTRIES SHARE OPTION PLAN BE MODIFIED IN THE MANNER SPECIFIED; 3) RULE 9.1 OF THE SEMBCORP INDUSTRIES PERFORMANCE SHARE PLAN BE MODIFIED IN THE MANNER AS SPECIFIED; AND 4) RULE 9.1 OF THE SEMBCORP INDUSTRIES RESTRICTED STOCK PLAN B E MODIFIED IN THE MANNER AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- SERONO SA, COINSINS AGM Meeting Date: 04/26/2005 Issuer: H0274W159 ISIN: CH0010751920 BLOCKING SEDOL: 5981070, 5981326 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE SERONO S.A. ANNUAL REPORT, ACCOUNTS Management AND THE CONSOLIDATED ACCOUNTS OF THE SERONO GROUP 2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management IN THE 2004 BALANCE SHEET AND DIVIDEND PROPOSAL 3. APPROVE TO REDUCE THE SHARE CAPITAL Management 4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE MANAGEMENT 5I.1a RE-ELECT MR. ERNESTO BERTARELLI AS A DIRECTOR Management 5I.1b RE-ELECT MR. PIERRE E. DOUAZE AS A DIRECTOR Management 5I.1c RE-ELECT MR. PATRICK GAGE AS A DIRECTOR Management 5I.1d RE-ELECT MR. BERNARD MACH AS A DIRECTOR Management 5I.1e RE-ELECT MR. SERGIO MARCHIONNE AS A DIRECTOR Management 5I.1f RE-ELECT MR. GEORGES MULLER AS A DIRECTOR Management 5I.1g RE-ELECT MR. JACQUES THEURILLAT AS A DIRECTOR Management 5.I.2 ELECT MR. ALBERTO TOGNI AS A NEW DIRECTOR Management 5.II APPOINT THE AUDITORS Management 5.III APPOINT THE SPECIAL AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- SERONO SA, COINSINS OGM Meeting Date: 04/26/2005 Issuer: H32560106 ISIN: CH0010751920 BLOCKING SEDOL: 5981070, 5981326 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE SERONO S.A. ANNUAL REPORT, ACCOUNTS Management AND THE CONSOLIDATED ACCOUNTS OF THE SERONO GROUP 2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management IN THE 2004 BALANCE SHEET AND DIVIDEND PROPOSAL 3. APPROVE TO REDUCE THE SHARE CAPITAL Management 4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE MANAGEMENT 5I.1a RE-ELECT MR. ERNESTO BERTARELLI AS A DIRECTOR Management 5I.1b RE-ELECT MR. PIERRE E. DOUAZE AS A DIRECTOR Management 5I.1c RE-ELECT MR. PATRICK GAGE AS A DIRECTOR Management 5I.1d RE-ELECT MR. BERNARD MACH AS A DIRECTOR Management 5I.1e RE-ELECT MR. SERGIO MARCHIONNE AS A DIRECTOR Management 5I.1f RE-ELECT MR. GEORGES MULLER AS A DIRECTOR Management 5I.1g RE-ELECT MR. JACQUES THEURILLAT AS A DIRECTOR Management 5.I.2 ELECT MR. ALBERTO TOGNI AS A NEW DIRECTOR Management 5.II APPOINT THE AUDITORS Management 5.III APPOINT THE SPECIAL AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- SOCIETE GENERALE OGM Meeting Date: 04/26/2005 Issuer: F43638141 ISIN: FR0000130809 BLOCKING SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORTOF THE STATUTORY AUDITORS; AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEE T FOR THE YE 31 DEC 2004; AND THE NET PROFIT OF EUR 2,303,226,958.31, AFTER TA XES DEDUCTION FOR FY 2004 2. APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management DIRECTORS AND NOTES A PROFIT OF E UR 2,303,226,958.31 ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24 DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07 PLUS THE PRIOR RETAINED EARNIN GS: EUR 3,803,901,724.00 DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIAT ION AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37 GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PE R SHARE; THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR 10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761, 180,538.34 IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00 IS INCRE ASED TO EUR 4,637,283,456.37 AS REQUIRED BY LAW 3. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2004 FY 4. APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE REPORT AND THE AGRE EMENTS 5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management AZEMA AS A DIRECTOR FOR A PERI OD OF 4 YEARS 6. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management IULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS 7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management RICARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS 8. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 113.00 M INIMUM SALE PRICE: EUR 46.00 MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MON THS ; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 10 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2004 9. APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED DIRECTORS 10. AMEND ARTICLE OF ASSOCIATION NUMBER 6 AND RELATING Management TO DECLARATION WHEN SHAREHO LDERS EXCEED STATUTORY THRESHOLDS 11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYE ES OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 14 MONTHS 12. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN CONSIDERATI ON FOR THE CONTRIBUTION IN KIND OF SHARES OR SECURITIES GIVING ACCESS TO THE C APITAL, EXCEPT IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF THE SHARE CAPITAL; A UTHORITY EXPIRES AT THE END OF 14 MONTHS 13. GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRE SCRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 09 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. * PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- SOGECABLE, S.A. AGM Meeting Date: 04/26/2005 Issuer: E8900A114 ISIN: ES0178483139 SEDOL: 5730669, 5736388, B05K8P5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 27 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED 1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management For SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF THE COMPANY AND I TS CONSOLIDATED GROUP AND THE APPLICATION OF PROFITS OF THE YEAR 2004 2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management For DURING THE YEAR 2004 3. APPROVE THE RESIGNATION, DISMISSAL AND APPOINTMENT Management For OF THE DIRECTORS 4. APPROVE TO ADOPT THE APPROPRIATE RESOLUTIONS Management For WITH THE FINANCIAL AUDITORS OF TH E COMPANY AND ITS CONSOLIDATED GROUP, UNDER THE PROVISIONS OF SECTION 42 OF TH E SPANISH COMMERCIAL CODE, CODIGO DE COMERCIO, AND SECTION 204 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS 5. APPROVE TO CONFIRM THE GENERAL ASSIGNMENT IN Management For FAVOUR OF SOGECABLE S.A., OF THE ASSETS AND LIABILITIES OF THEFOLLOWING FIRMS: GESTION DE DERECHOS AUDIOVISUALE S Y DEPORTIVOS, S.A, SERVICIOS TECNICOS TE SOGECABLE S.L., CABLE ANTENA S.A. A ND PLATAFORMA LOGISTICA DE USUARIOS DE SOGECABLE S.L., WHOSE ONLY PARTNER IS S OGECABLE, S.A., THROUGH WINDING UP WITHOUT LIQUIDATION WITH THE RESTRUCTURING AND RATIONALIZATION PROCESS OF THE GROUP; APPROVE TO CONFIRM OF THE ACTIONS TA KEN BY THE BOARD OF DIRECTORS 6. AMEND ARTICLE 5 ABOUT THE SHARE CAPITAL OF THE Management Against COMPANY OF THE ARTICLES OF ASSO CIATION TO REFLECT THE GOVERNING LAW TO PERMIT THE ISSUING OF NON VOTING AND C ALLABLE SHARES 7. APPROVE TO INCREASE EUR 3,141,188 CAPITAL INCREASE Management Against ISSUE OF 1,570,594 CALLABL E SHARES, CLASS B, SERIES B2005, B2006, B2007 AND B2008, WITH A NOMINAL VALUE OF EUR 2 EACH PLUS AN ISSUANCE PREMIUM OF EUR 0.50; TOTAL EXCLUSION OF THE P REFERENTIAL SUBSCRIPTION RIGHT DUE TO THE NEW SHARES BEING INTENDED FOR THE ST OCK OPTIONS PLAN APPROVED BY THE GENERAL MEETINGS HELD ON 16 MAY 2000 AND 13 M AY 2003; APPROVE THE PROVISIONS FOR THE INCOMPLETE SUBSCRIPTION OF FIXING UP THE BUY BACK TERMS; GRANT TO THE BOARD OF DIRECTORS TO CARRY OUT THE CAPITAL I NCREASE INCLUDING AMENDMENT TO ARTICLE 5 OF THE ARTICLES OF ASSOCIATION 8. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION Management Against REGARDING THE CAPITAL IN CREASE TO A MAXIMUM OF 20,000,000 EUROS, WITH POWERS TO EXCLUDE THE PREFERENTI AL SUBSCRIPTION RIGHT 9. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE BUY BACK OF OWN SHARES EITHE R DIRECTLY OR INDIRECTLY WITHIN THE LIMITS AND REQUIREMENTS PROVIDED BY LAW, R ENDERING VOID THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD ON 16 MAR 2004 CONCERNING THE DERIVATIVE ACQUISITION OF OWN SHARES - ----------------------------------------------------------------------------------------------------------------------------- SWISSCOM OGM Meeting Date: 04/26/2005 Issuer: H8398N104 ISIN: CH0008742519 BLOCKING SEDOL: 5533976, 5593033, B05P645 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management ACCOUNTS OF THE GROUP 2004 REPO RTS OF THE AUDITORS AND THE GROUP AUDITOR 2. APPROVE THE APPROPRIATION OF THE BALANCE PROFIT Management AND FIXING OF DIVIDEND 3. APPROVE THE REDUCTION OF THE SHARE CAPITAL Management 4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE MANAGEMENT 5. ELECT THE BOARD OF DIRECTORS Management 6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management - ----------------------------------------------------------------------------------------------------------------------------- SWISSCOM AGM Meeting Date: 04/26/2005 Issuer: H8398N104 ISIN: CH0008742519 BLOCKING SEDOL: 5533976, 5593033, B05P645 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 226891 DUE TO THE ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE ANNUAL REPORT, ANNUAL FINANCIAL STATEMENT Management AND CONSOLIDATED FINANCI AL STATEMENTS FOR FY 2004, REPORTS OF THE STATUTORY AND GROUP AUDITORS 2. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management AND DECLARATION OF DIVIDEND 3. APPROVE THE REDUCTION OF SHARE CAPITAL Management 4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE EXECUTIVE BOA RD 5.1 RE-ELECT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management 5.2.1 RE-ELECT MR. JACQUELINE FRANCOISE DEMIERRE AS Management A MEMBER OF THE BOARD OF DIRECTO RS 5.2.2 RE-ELECT MR. MICHEL GOBET AS A MEMBER OF THE Management BOARD OF DIRECTORS 5.2.3 RE-ELECT DR. TORSTEN G. KREINDL AS A MEMBER OF Management THE BOARD OF DIRECTORS 5.2.4 RE-ELECT MR. RICHARD ROY AS A MEMBER OF THE BOARD Management OF DIRECTORS 5.2.5 ELECT MR. FIDES P. BALDESBERGER AS A MEMBER OF Management THE BOARD OF DIRECTORS 5.2.6 ELECT DR. ANTON SCHERRER AS A MEMBER OF THE BOARD Management OF DIRECTORS 5.2.7 ELECT MR. OTHMAR VOCK AS A MEMBER OF THE BOARD Management OF DIRECTORS 6. ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- SYNGENTA AG, BASEL AGM Meeting Date: 04/26/2005 Issuer: H84140112 ISIN: CH0011037469 BLOCKING SEDOL: 0133036, 4356646, 4702186 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management STATEMENTS AND THE GROUP CONSO LIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004 2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE EXECUTIVE COM MITTEE 3. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management 2004 4. APPROVE THE CAPITAL REDUCTION THROUGH ANNULATION Management OF SHARES HOLDINGS AT THE 2ND TRADING LINE 5. APPROVE THE REDUCTION OF SHARE CAPITAL AND REPAYMENT Management OF NOMINAL VALUE OF SHARE S 6. ELECT THE BOARD OF DIRECTORS Management 7. ELECT THE AUDITORS AND THE GROUP AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- SYNGENTA AG, BASEL OGM Meeting Date: 04/26/2005 Issuer: H84140112 ISIN: CH0011037469 BLOCKING SEDOL: 0133036, 4356646, 4702186 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, THE ANNUAL FINANCIAL Management STATEMENTS AND THE GROUP CONSO LIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004 2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE EXECUTIVE COM MITTEE 3. APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management 2004 4. APPROVE: (A) THE CANCELLATION OF 6,196,337 SHARES, Management ACQUIRED ON THE SECOND TRAD ING LINE, AND THE CORRESPONDING REDUCTION OF THE SHARE CAPITAL OF THE COMPANY FROM CHF 934,286,047.20 BY CHF 51,429,597.10 TO CHF 882,856,450.10; (B) TO DEC LARE, AS A RESULT OF A SPECIAL AUDIT REPORT PREPARED IN ACCORDANCE WITH ARTICL E 732 PARAGRAPH 2 OF THE SWISS CODE OF OBLIGATIONS, THAT THE CLAIMS BY THE CRE DITORS ARE FULLY COVERED NOTWITHSTANDING THE ABOVE REDUCTION OF THE SHARE CAP ITAL; AND (C) TO AMEND ARTICLE 4, PARAGRAPH 1 OF THE ARTICLES OF INCORPORATION OF SYNGENTA AG ON COMPLETION OF THE CAPITAL REDUCTION 5. APPROVE: (A) TO REDUCE THE COMPANY S SHARE CAPITAL Management FROM CHF 882,856,450.10 BY CHF 287,194,266.90 TO CHF 595,662,183.20 BY REDUCTION OF THE NOMINAL VALUE OF EACH OF THE REMAINING 106,368,247 SHARES FROM CHF 8.30 BY CHF 2.70 TO CHF 5.60 AND TO REPAY TO THE SHAREHOLDERS CHF 2.70 PER SHARE; (B) TO DECLARE, AS A RES ULT OF A SPECIAL AUDIT REPORT PREPARED IN ACCORDANCE WITH ARTICLE 732 PARAGRAP H 2 OF THE SWISS CODE OF LIGATIONS, THAT THE CLAIMS BY THE CREDITORS ARE FULL Y COVERED NOTWITHSTANDING THE ABOVE REDUCTION OF THE SHARE CAPITAL; (C) TO AME ND ARTICLE 4, PARAGRAPH 1, OF THE ARTICLES OF INCORPORATION OF SYNGENTA AG ON COMPLETION OF THE CAPITAL REDUCTION 6.1 RE-ELECT MR. MARTIN TAYLOR AS A DIRECTOR FOR Management A 3-YEAR TERM 6.2 RE-ELECT MR. PETER THOMPSON AS A DIRECTOR FOR Management A 3-YEAR TERM 6.3 RE-ELECT MR. ROLF WATTER AS A DIRECTOR FOR A Management 3-YEAR TERM 6.4 RE-ELECT MR. ROLF WATTER AS A DIRECTOR FOR A Management 3-YEAR TERM 6.5 ELECT MR. JACQUES VINCENT AS A DIRECTOR FOR A Management 2-YEAR TERM 7. RE-ELECT ERNST & YOUNG AG AS AUDITORS OF SYNGENTA Management AG AND GROUP AUDITORS FOR TH E BUSINESS YEAR 2005 * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 222870 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- TAYLOR WOODROW PLC AGM Meeting Date: 04/26/2005 Issuer: G86954107 ISIN: GB0008782301 SEDOL: 0878230 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE DIRECTORS AND THE AUDITORS REPORTS THEREON 2. DECLARE A FINAL DIVIDEND Management For 3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 4. RE-ELECT MR. IAIN NAPIER AS A DIRECTOR Management For 5. RE-ELECT MR. PETER JOHNSON AS A DIRECTOR Management For 6. RE-ELECT MR. ANDREW DOUGAL AS A DIRECTOR Management For 7. RE-APPOINT DELOITTE AND TOUCHE LLP AS THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 9. APPROVE THE AMENDMENTS TO THE RULES OF THE TAYLOR Management For WOODROW 2004 PERFORMANCE SHA RE PLAN 10. APPROVE THE SHARE LIMIT IN RELATION TO THE TAYLOR Management For WOODROW EMPLOYEE STOCK PURCH ASE PLAN 11. GRANT AUTHORITY TO ALLOT SHARES Management For S.12 GRANT AUTHORITY TO DIS-APPLY THE PRE-EMPTION RIGHTS Management For S.13 GRANT AUTHORITY TO MAKE MARKET PURCHASES OF SHARES Management For S.14 GRANT AUTHORITY TO DELETE SPECIFIED CLAUSES IN Management For THE ARTICLES OF ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- UNAXIS HOLDING AG, FREIENBACH MIX Meeting Date: 04/26/2005 Issuer: H89380101 ISIN: CH0000816824 BLOCKING SEDOL: 4612757, 5931053, B06L3N0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- UNAXIS HOLDING AG, FREIENBACH OGM Meeting Date: 04/26/2005 Issuer: H89380101 ISIN: CH0000816824 BLOCKING SEDOL: 4612757, 5931053, B06L3N0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216892, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. THANK YOU. 1. APPROVE THE ANNUAL REPORT FOR THE YEAR 2004, Management ANNUAL FINANCIAL STATEMENTS OF UN AXIS HOLDING INC, AND UNAXIS CONSOLIDATED FINANCIAL STATEMENTS 2. APPROVE THE ALLOCATION OF THE 2004 BALANCE SHEET Management 3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS 4.1.A RE-ELECT THE BOARD OF DIRECTORS Management 4.1.B ELECT THE NEW BOARD OF DIRECTORS Management 4.2 ELECT THE AUDITORS AND THE GROUP AUDITORS Management 5. APPROVE THE REDUCTION OF SHARE CAPITAL, BY REPAYMENT Management OF NOMINAL VALUE OF SHARE S 6. APPROVE THE REDUCTION OF SHARE CAPITAL AMOUNT Management REQUIRED AND OF THE DEADLINE TO HAVE AN ITEM PUT ON THE AGENDA 7. APPROVE THE REMOVAL OF THE OPTING OUT PROVISION Management UNDER THE STOCK EXCHANGE ACT OPTING IN - ----------------------------------------------------------------------------------------------------------------------------- ALLIED IRISH BANKS PLC OGM Meeting Date: 04/27/2005 Issuer: G02072117 ISIN: IE0000197834 SEDOL: 0019783, 4020684, 5460502 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal 1. RECEIVE THE REPORT AND ACCOUNTS Management For 2. DECLARE THE FINAL DIVIDEND Management For 3.A RE-APPOINT MR. MICHEAL BUCKLEY AS A DIRECTOR Management For 3.B RE-APPOINT MR. ADRIAN BURKE AS A DIRECTOR Management For 3.C RE-APPOINT MR. KIERAN CROWLEY AS A DIRECTOR Management For 3.D RE-APPOINT MR. COLM DOHERTY AS A DIRECTOR Management For 3.E RE-APPOINT MR. PADRAIC M. FALLON AS A DIRECTOR Management For 3.F RE-APPOINT MR. DERMOT GLEESON AS A DIRECTOR Management For 3.G RE-APPOINT MR. DON GODSON AS A DIRECTOR Management For 3.H RE-APPOINT SIR DEREK HIGGS AS A DIRECTOR Management For 3.I RE-APPOINT MR. GARY KENNEDY AS A DIRECTOR Management For 3.J RE-APPOINT MR. JOHN B. MCGUCKIAN AS A DIRECTOR Management For 3.K RE-APPOINT MR. AIDAN MCKEON AS A DIRECTOR Management For 3.L RE-APPOINT MR. JIM O. LEARY AS A DIRECTOR Management For 3.M RE-APPOINT MR. MICHAEL J. SULLIVAN AS A DIRECTOR Management For 3.N RE-APPOINT MR. ROBERT G. WILMERS AS A DIRECTOR Management For 3.O RE-APPOINT MS. JENNIFER WINTER AS A DIRECTOR Management For 4. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 5. APPROVE TO RENEW THE AUTHORITY FOR THE COMPANY Management For TO MAKE MARKET PURCHASES OF THE COMPANY S SHARES 6. APPROVE TO SET THE PRICE RANGE FOR THE OF MARKET Management For REISSUE OF THE TREASURY SHARE S 7. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT SHARES FOR CASH 8. APPROVE THE AIB GROUP PERFORMANCE SHARE PLAN 2005 Management For 9. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against APPROVE TO REMOVE KPMG AS TH E AUDITORS 10. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against APPOINT MR. NIALL MURPHY AS A DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- ALUMINA LTD AGM Meeting Date: 04/27/2005 Issuer: Q0269M109 ISIN: AU000000AWC3 SEDOL: 5699436, 6954985 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE FINANCIAL REPORT AND Non-Voting Non-Vote Proposal THE REPORTS OF THE DIRECTORS AND OF THE AUDITOR FOR THE YE 31 DEC 2004 2. RE-ELECT MR. R.J. MCNEILLY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE C OMPANY S CONSTITUTION 3. RE-ELECT MR. M.R. RAYNER AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE COM PANY S CONSTITUTION S.4 APPROVE THAT, PURSUANT TO SECTIONS 136(2) AND Management For 648G OF THE CORPORATIONS ACT 200 1 (CTH), RULE 139 OF THE CONSTITUTION OF THE COMPANY IS RENEWED * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- BANCA FIDEURAM SPA, MILANO OGM Meeting Date: 04/27/2005 Issuer: T1127K100 ISIN: IT0000082963 BLOCKING SEDOL: 4079631, 4170675 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004 Management AND THE BOARD OF DIRECTORS AND THE AUDITORS REPORT 2. APPROVE THE ALLOCATION OF PROFITS Management 3. APPOINT THE BOARD OF DIRECTOR Management 4. APPOINT AND APPROVE THE EMOLUMENTS OF THE BOARD Management OF AUDITORS 5. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF RECORD DATE. IF YOU HAV E ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- BANCA FIDEURAM SPA, MILANO OGM Meeting Date: 04/27/2005 Issuer: T1127K100 ISIN: IT0000082963 BLOCKING SEDOL: 4079631, 4170675 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 224184 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004; BOARD OF DIRECTORS AND INT ERNAL AUDITORS REPORTS; PROFIT DISTRIBUTION 2. APPOINT A DIRECTOR Management 3. APPOINT INTERNAL AUDITORS, AS PER LAW AND BYLAW, Management AND APPROVE TO STATE THEIR EM OLUMENTS 4. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management - ----------------------------------------------------------------------------------------------------------------------------- CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA AGM Meeting Date: 04/27/2005 Issuer: X13765106 ISIN: PTCPR0AM0003 BLOCKING SEDOL: 4175896, 5379103, 7574166, 7575255, B03X3S4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL REPORT, THE BALANCE SHEET Management AND ACCOUNTS FOR 2004 2. APPROVE THE CONSOLIDATED ANNUAL REPORT, CONSOLIDATED Management BALANCE SHEET AND THE CON SOLIDATED ACCOUNTS FOR 2004 3. APPROVE THE DISTRIBUTION OF PROFIT Management 4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management S MANAGING AND AUDITING 5. RATIFY THE CO-OPTATION OF THE BOARD OF DIRECTORS Management 6. ELECT THE GOVERNING BODIES FOR THE PERIOD OF 2005/2008 Management 7. ELECT THE MEMBERS FOR THE SHAREHOLDERS COMMITTEE Management UNDER ARTICLE 17 NUMBER 2 OF THE BY-LAWS FOR THE PERIOD OF 2005/2008 8. APPROVE THE ACQUISITION AND SALE OF OWN SHARES Management TO THE COMPANY EMPLOYEES, MEMBE RS OF THE BOARD OF DIRECTORS AND OTHER ASSOCIATES ACCORDING TO THE SHARES ACQU ISITION BY THE STAFF PLAN 8. APPROVE THE SALE OF OWN SHARES TO THE COMPANY Management EMPLOYEES, MEMBERS OF THE BOARD OF DIRECTORS AND OTHER ASSOCIATES 9. APPROVE THE ALIENATION OF OWN SHARES NEEDED TO Management THE EXECUTION OF THE OPTIONAL P LAN TO BUY SHARES TO THE MANAGERS AND TO THE MEMBERS OF THE BOARD OF DIRECTORS ACCORDING TO THE SHARES ATTRIBUTION TO THE STAFF PLAN 10. APPROVE THE ACQUISITION AND ALIENATION OF OWN Management SHARES 11. APPROVE, UNDER ARTICLE 489 OF THE COMPANY S CODE, Management THE RELATIONSHIP AMONG THE S OCIETY CIMPOR TEC, IN WHICH THE COMPANY HAS THE MAJORITY - ----------------------------------------------------------------------------------------------------------------------------- CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA AGM Meeting Date: 04/27/2005 Issuer: X13765106 ISIN: PTCPR0AM0003 BLOCKING SEDOL: 4175896, 5379103, 7574166, 7575255, B03X3S4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 223677 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE 2004 ANNUAL REPORT AND ALSO THE 2004 Management AUDITOR S REPORT 2. APPROVE THE 2004 CONSOLIDATED ANNUAL REPORT, Management THE CONSOLIDATED RESULTS AND ALSO THE 2004 CONSOLIDATED AUDITOR S REPORT 3. APPROVE THE PROFIT S APPROPRIATION Management 4. APPROVE THE GENERAL APPRECIATION OF THE COMPANY Management S MANAGEMENT AND THE AUDITING 5. RATIFY THE DIRECTOR COOPTATION Management 6. ELECT THE GOVERNING BODIES FOR THE NEXT 4 YEARS Management 2005/2008 7. ELECT THE MEMBERS OF THE SHAREHOLDER COMITION Management FOR THE NEXT 4 YEARS 2005/2008 8. APPROVE THE ACQUISITION AND SALE OWN SHARES TO Management THE GROUP STAFF AND TO THE MEMB ER OF THE BOARD OF DIRECTORS ACCORDING TO THE SHARE ACQUISITION PLAN 9. APPROVE THE ACQUISITION AND SALE OWN SHARES TO Management THE GROUP STAFF AND TO THE MEMB ER OF THE BOARD OF DIRECTORS ACCORDING TO THE SHARE ATTRIBUTION PLAN 10. APPROVE THE ACQUISITION AND SALE OWN SHARES Management 11. APPROVE THE GROUP RELATION WITH WHOLLY OWNED COMPANY Management 12. APPROVE THE ELIMINATION OF N 5 TO 8 , 10, 12 Management B AND 13 OF ARTICLE 7 AND ARTICLE 8 OF THE COMPANY BY-LAWS 13. AMEND N 5, 7 AND 12 B OF ARTICLE 7 AND ELIMINATION Management OF N 8, 10 AND 13 OF ARTICL E 7 AND N 1, 2, 3, 4, OF ARTICLE 8 OF THE COMPANY BY-LAWS - ----------------------------------------------------------------------------------------------------------------------------- CITY DEVELOPMENTS LTD AGM Meeting Date: 04/27/2005 Issuer: V23130111 ISIN: SG1R89002252 SEDOL: 4189615, 6197928 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FIRST AND FINAL DIVIDEND OF 15% LESS Management For 20% INCOME TAX PER ORDINARY SHA RE OF SGD 0.50 EACH FOR THE YE 31 DEC 2004 AS RECOMMENDED BY THE DIRECTORS 3. APPROVE THE DIRECTORS FEES OF SGD 220,000 FOR Management For THE YE 31 DEC 2004 AND THE AUDI T COMMITTEE FEES OF SGD 42,500 PER QUARTER FOR THE PERIOD FROM 01 JUL 2005 TO 30 JUN 2006, WITH THE PAYMENT OF THE AUDIT COMMITTEE FEES TO BE MADE IN ARREAR S AT THE END OF EACH CALENDAR QUARTER 4.a RE-ELECT MR. FOO SEE JUAN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION OF THE COMPANY 4.b RE-ELECT MR. HAN VO-TA AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ARTIC LES OF ASSOCIATION OF THE COMPANY 5.a RE-APPOINT MR. ONG PANG BOON AS A DIRECTOR OF Management For THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM, IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50 5.b RE-APPOINT MR. CHEE KENG SOON AS A DIRECTOR OF Management For THE COMPANY TO HOLD OFFICE UNTI L THE NEXT AGM, IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTE R 50 5.c RE-APPOINT MR. TANG SEE CHIM AS A DIRECTOR OF Management For THE COMPANY TO HOLD OFFICE UNTIL THE NEXT AGM, IN ACCORDANCE WITH SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50 6. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For THE DIRECTORS TO FIX THE IR REMUNERATION 7. AUTHORIZE THE DIRECTORS TO ISSUE ORDINARY SHARES Management For WHETHER BY WAY OF RIGHTS, BON US OR OTHERWISE; AND/OR TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLEC TIVELY INSTRUMENTS THAT MIGHT OR WOULD REQUIRE ORDINARY SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO ORDINARY SHARE S, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT; AN D ISSUE ORDINARY SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS ORDINARY RESOLUTION WAS IN FORCE; PROVIDED THAT THE AGGRE GATE NUMBER OF ORDINARY SHARES TO BE ISSUED PURSUANT TO THIS ORDINARY RESOLUTI ON INCLUDING ORDINARY SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS ORDINARY RESOLUTION BUT EXCLUDING ORDINARY SHARES WH ICH MAY BE ISSUED PURSUANT TO ANY ADJUSTMENTS EFFECTED UNDER ANY RELEVANT INST RUMENT , DOES NOT EXCEED 50% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPA NY AS SPECIFIED , OF WHICH THE AGGREGATE NUMBER OF ORDINARY SHARES TO BE ISSU ED OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING OR DINARY SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUAN T TO THIS ORDINARY RESOLUTION BUT EXCLUDING ORDINARY SHARES WHICH MAY BE ISSUE D PURSUANT TO ANY ADJUSTMENTS EFFECTED UNDER ANY RELEVANT INSTRUMENT DOES NOT EXCEED 20% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS SPECIFIED ; SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST FOR THE PURPOSE OF DETERMINING T HE AGGREGATE NUMBER OF ORDINARY SHARES THAT MAY BE ISSUED UNDER AS SPECIFIED I N THIS ORDINARY RESOLUTION, THE PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL SH ALL BE BASED ON THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE TIME T HIS ORDINARY RESOLUTION IS PASSED, AFTER ADJUSTING FOR: I) NEW ORDINARY SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES; II) NE W ORDINARY SHARES ARISING FROM THE EXERCISE OF SHARE OPTIONS OR VESTING OF SHA RE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS ORDINARY RESOLU TION IS PASSED, PROVIDED THE OPTIONS OR AWARDS WERE GRANTED IN COMPLIANCE WITH THE LISTING MANUAL OF THE SGX-ST; AND III) ANY SUBSEQUENT CONSOLIDATION OR SU BDIVISION OF ORDINARY SHARES; AND IN RELATION TO AN INSTRUMENT, THE NUMBER OF ORDINARY SHARES SHALL BE TAKEN TO BE THAT NUMBER AS WOULD HAVE BEEN ISSUED HAD THE RIGHTS THEREIN BEEN FULLY EXERCISED OR EFFECTED ON THE DATE OF THE MAKING OR GRANTING OF THE INSTRUMENT; E) IN EXERCISING THE AUTHORITY CONFERRED BY TH IS ORDINARY RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LI STING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST AND THE ARTICLES OF ASSOCIATION FOR THE TIME B EING OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE N EXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQ UIRED BY LAW TO BE HELD 8. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE COMPANIES ACT , TO PURCHASE OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES AND/OR PREFERENCE SHARES NOT EXCEE DING IN AGGREGATE 10% OF THE ISSUED ORDINARY SHARE CAPITAL TO ANY PURCHASE IN OR ACQUISITION OF PREFERENCE SHARES, 10% OF THE NON-REDEEMABLE CONVERTIVLE NON -CUMULATIVE PREFERENCE SHARE CAPITAL OF THE COMPANY, AT SUCH PRICE OR PRICES A S MAY BE DETERMINED BY THE DIRECTORS OF THE COMPANY FROM TIME TO TIME UP TO 10 5% OF THE AVERAGE CLOSING PRICE, IN CASE OF OFF-MARKET PURCHASE 120% OF THE HI GHEST LAST DEALT PRICE, WHETHER BY WAY OF: I) MARKET PURCHASES EACH A MARKET PURCHASE ON THE SGX-ST; AND/OR II) OFF-MARKET PURCHASES EACH AN OFF-MARKET P URCHASE EFFECTED OTHERWISE THAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL AC CESS SCHEME(S) AS MAY BE DETERMINED OR FORMULATED BY THE DIRECTORS OF THE COMP ANY AS THEY MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT, WHICH SCHEMES SHALL S ATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE IN AC CORDANCE WITH ALL OTHER LAWS, REGULATIONS AND RULES OF THE SGX-ST AS MAY FOR T HE TIME BEING BE APPLICABLE SHARE PURCHASE MANDATE ; AUTHORITY EXPIRES THE E ARLIER OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF TH E COMPANY IS REQUIRED BY LAW TO BE HELD ; AND TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MA Y CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLA TED BY THIS ORDINARY RESOLUTION 9. AUTHORIZE THE DIRECTORS TO OFFER AND GRANT OPTIONS Management Against IN ACCORDANCE WITH THE PROV ISIONS OF THE CITY DEVELOPMENTS SHARE OPTION SCHEME 2001 THE SCHEME AND TO A LLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF TH E OPTIONS GRANTED UNDER THE SCHEME PROVIDED THAT THE AGGREGATE NUMBER OF ORDIN ARY SHARES TO BE ISSUED PURSUANT TO THE SCHEME SHALL NOT EXCEED 8% OF THE ISSU ED ORDINARY SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 10. AUTHORIZE THE COMPANY AND ITS SUBSIDIARIES AND Management For ASSOCIATED COMPANIES THAT ARE N OT LISTED ON THE SGX-ST, OR AN APPROVED EXCHANGE, OVER WHICH THE COMPANY, ITS SUBSIDIARIES AND/OR ITS INTERESTED PERSON(S), HAVE CONTROL, OR ANY OF THEM, FO R THE PURPOSE OF CHAPTER 9 OF THE LISTING MANUAL OF THE SGX-ST, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE CATEGORY OF INTERESTED PERSON TRAN SACTIONS, AS SPECIFIED, WITH ANY PARTY WHO IS OF THE CLASS OR CLASSES OF INTER ESTED PERSONS, PROVIDED THAT SUCH TRANSACTIONS ARE ENTERED INTO IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS AS SPECIFIED; A UTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND AUTHOR IZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY OR HE MAY C ONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFE CT TO THE IPT MANDATE AND/OR THIS RESOLUTION * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- CORIO NV AGM Meeting Date: 04/27/2005 Issuer: N2273C104 ISIN: NL0000288967 BLOCKING SEDOL: 4925110, 4929286 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 21 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING AND ANNOUNCEMENTS Management 2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2004 3. APPROVE TO DETERMINE THE ANNUAL ACCOUNTS 2004 Management 4. APPROVE THE CORPORATE GOVERNANCE Management 5. APPROVE THE DIVIDEND AND RESERVE POLICY Management 6. APPROVE TO DETERMINE THE DIVIDEND 2004 Management 7. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 8. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 9. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management 10. RE-APPOINT THE EXTERNAL ACCOUNTANT Management 11. ANY OTHER BUSINESS Other 12. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF OGM Meeting Date: 04/27/2005 Issuer: D24909109 ISIN: DE0007614406 BLOCKING SEDOL: 4942904, 4943190, 4943208, 4943219, 5009693, 7158515 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 1,549,010,497.05 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 2.35 PER NO-PAR SHARE EX-DIVIDEND AND PAYABLE DATE: 28 APR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY S SHARE CAPITAL BY UP TO EUR 540,000,000 THROU GH THE ISSUE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFORE 27 APR 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS F OR A CAPITAL INCREASE AGAINST PAYMENT IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHT S MAY BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO BON D HOLDERS, FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, AND FOR THE ISSUE OF SHARES TO EMPLOYEES OF THE COMPANY AND ITS AFFILIATES, OR AGAINS T PAYMENT IN KIND; AND AMEND THE CORRESPONDING ARTICLES OF ASSOCIATION 6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS: TO Management ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL, ON OR BEFORE 27 OCT 2006; THE SHARES MAY BE A CQUIRED THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC REPURCH ASE OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER FOR THE EXCHANGE O F LIQUID SHARES WHICH ARE ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRIC E NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, AND BY USIN G DERIVATIVES IN THE FORM OF CALL OR PUT OPTIONS IF THE EXERCISE PRICE IS NEIT HER MORE THAN 10% ABOVE NOR MORE THAN 20% BELOW THE MARKET PRICE OF THE SHARES ; TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGH TS OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKE T PRICE, USED FOR ACQUISITION PURPOSES OR FOR SATISFYING EXISTING OPTION AND C ONVERSION RIGHTS, OR ISSUED TO THE COMPANY S AND ITS AFFILIATES EMPLOYEES; THE SHARES MAY ALSO BE RETIRED 7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management WITH THE COMPANY S WHOLLY-OW NED E.ON FINANZANLAGEN GMBH, EFFECTIVE RETROACTIVELY FROM 02 FEB 2005, UNTIL A T LEAST 31 DEC 2010 8. APPROVE THAT, FROM THE 2005 FY, THE MEMBERS OF Management THE SUPERVISORY BOARD SHALL REC EIVE A FIXED ANNUAL REMUNERATION OF EUR 55,000, A VARIABLE REMUNERATION OF EUR 115 FOR EVERY EUR 0.01 OF THE DIVIDEND PAYMENT PER SHARE IN EXCESS OF EUR 0.1 0, AND AN ADDITIONAL VARIABLE REMUNERATION OF EUR 70 FOR EVERY EUR 0.01 OF THE EARNINGS PER SHARE IN EXCESS OF EUR 2.30; AND AMEND THE CORRESPONDING ARTICLE S OF ASSOCIATION 9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE LAW ON CORPORATE INTE GRITY AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS UMAG , AS FOLLOWS: SECTION 15, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS AR E REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING; SECTION 18, REGARDI NG SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER AT LEAST 7 DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A PR OOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEE TING OR TO EXERCISE THEIR VOTING RIGHTS 10. APPOINT PWC DEUTSCHE REVISION AG AS THE AUDITORS Management FOR THE FY 2005 * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANY S MEETING. - ----------------------------------------------------------------------------------------------------------------------------- GIVAUDAN SA, VERNIER AGM Meeting Date: 04/27/2005 Issuer: H3238Q102 ISIN: CH0010645932 BLOCKING SEDOL: 5980613, 5990032 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management AND THE ACCOUNTS OF THE GROUP 2 004 2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management 3. APPROVE THE RESOLUTION ON THE APPROPRIATION OF Management THE BALANCE PROFIT 4. APPROVE THE REDUCTION OF THE SHARE CAPITAL Management 5. ELECT THE BOARD OF DIRECTORS Management 6. ELECT THE AUDITORS AND THE GROUP AUDITOR Management * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting CHANGE IN THE RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- HBOS PLC AGM Meeting Date: 04/27/2005 Issuer: G4364D106 ISIN: GB0030587504 SEDOL: 3058750 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 DEC 2004 2. APPROVE THE REPORT OF THE BOARD IN RELATION TO Management For REMUNERATION POLICY AND PRACTIC E FOR THE FYE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 22.15 PENCE PER ORDINARY Management For SHARE FOR THE YE 31 DEC 2 004 AND PAID ON 13 MAY 2005 TO HOLDERS OF THE ORDINARY SHARES ON THE REGISTER ON 18 MAR 2005 IN RESPECT OF EACH ORDINARY SHARES 4. ELECT MR. MARK TUCKER AS A DIRECTOR Management Abstain 5. RE-ELECT MR. DENNIS STEVENSON AS A DIRECTOR Management For 6. RE-ELECT MR. CHARLES DUNSTONE AS A DIRECTOR Management For 7. RE-ELECT MR. COLIN MATTHEW AS A DIRECTOR Management For 8. RE-ELECT MR. ANTHONY HOBSON AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT 1985 AND APPROVE THAT THEIR REMUNERATION BE DETERMINED BY THE AUDIT COMMITTEE S.10 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For SECTION 94 OF THE COMPANIE S ACT 1985 INCLUDING SALE OF TREASURY SHARES, FOR CASH, DISAPPLYING THE STATU TORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE ACT : A) OF AN UNLIMITED AMOUNT IN CONNECTION WITH A RIGHTS ISSUE AS IN ARTICLE 21.7; B) IN ADDITION OF AN AGG REGATE NOMINAL AMOUNT OF GBP 49,080,217; AND C) PURSUANT TO ANY APPROVED AND U NAPPROVED SHARE OPTION SCHEME; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF T HE AGM OF THE COMPANY IN 2006 OR 12 JUN 2006 ; AND THE DIRECTORS MAY ALLOT EQU ITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; IN WORKING OUT OF THE MAXIMUM AMOUNT OF EQUITY SECURITIES FOR THE PURPOSE OF PARAGRAPH (A) (II) OF THIS RESOLUTION , THE NOMINAL VALUE OF RIGHTS TO SUBSCRIBE FOR SHARES OR TO CONVERT ANY SECURI TIES INTO SHARES WILL BE TAKEN AS THE NOMINAL VALUE OF THE SHARES WHICH WOULD BE ALLOTTED IF THE SUBSCRIPTION OR CONVERSION TAKES PLACE; AND FOR THE REFEREN CES TO AN ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE A SALE OF TREASURY SHAR ES AND THE POWER, INSOFAR AS IT RELATES TO THE ALLOTMENT OF THE EQUITY SECURIT IES RATHER THAN THE SALE OF TREASURY SHARES, IS GRANTED PURSUANT TO THE AUTHOR ITY UNDER SECTION 80 OF THE ACT CONFERRED BY ARTICLE 21 OF THE ARTICLES OF ASS OCIATION OF THE COMPANY S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For 166 OF THE COMPANIES ACT 19 85 THE ACT , TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 392,5 65,936 ORDINARY SHARES OF THE CAPITAL OF THE COMPANY AND, WHERE SHARES ARE HE LD AS TREASURY SHARES FOR THE PURPOSE OF EMPLOYEE SHARE PLANS OPERATED BY THE COMPANY, AT A MINIMUM PRICE OF 25P NOMINAL VALUE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHAN GE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 27 JUL 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SH ARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT 19 85 THE ACT TO A) MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 100,000 IN TOTAL; AND B) INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM O F THE COMPANY IN 2006 OR 27 JUL 2006 13. APPROVE THE INCREASE IN AUTHORIZED SHARE CAPITAL Management For - ----------------------------------------------------------------------------------------------------------------------------- HBOS PLC MEDIUM TERM SR NTS BOOK ENTRY 144A AGM Meeting Date: 04/27/2005 Issuer: G4364D106 ISIN: GB0030587504 SEDOL: 3058750 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT AND THE ACCOUNTS Management 2. APPROVE THE REPORT ON REMUNERATION POLICY AND Management PRACTICE 3. DECLARE A FINAL DIVIDEND Management 4. ELECT MR. MARK TUCKER Management 5. RE-ELECT MR. DENNIS STEVENSON Management 6. RE-ELECT MR. CHARLES DUNSTONE Management 7. RE-ELECT MR. COLIN MATTHEW Management 8. RE-ELECT MR. ANTHONY HOBSON Management 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management S.10 GRANT AUTHORITY TO THE ALLOTMENT OF SHARES FOR Management CASH S.11 GRANT AUTHORITY TO THE REPURCHASE OF ORDINARY Management SHARES 12. APPROVE POLITICAL DONATIONS AND EXPENDITURE Management 13. APPROVE THE INCREASE IN AUTHORIZED SHARE CAPITAL Management - ----------------------------------------------------------------------------------------------------------------------------- LEGAL & GENERAL GROUP PLC AGM Meeting Date: 04/27/2005 Issuer: G54404127 ISIN: GB0005603997 SEDOL: 0560399 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT AND THE ACCOUNTS FOR THE YE Management For 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 3.45P PER ORDINARY Management For SHARE 3. RE-ELECT MR. T.J. BREEDON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 4. RE-ELECT MR. F.A. HEATON AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 5. RE-ELECT MR. R.J. MARGETTS CBE AS A DIRECTOR, Management For WHO RETIRES BY ROTATION 6. RE-ELECT MR. H.E. STAUNTON AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTIC LE 86 7. RE-ELECT SIR. DAVID WALKER AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 10. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For AND THE ACCOUNTS 11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE NOMINAL A MOUNT OF GBP 8,132,449 5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY ; AUTHO RITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COMPANY IN 2006 OR 30 JUN 2006 ; AND THE COMPANY MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD S.12 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 11 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 11, D ISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THI S POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WIT H A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMI NAL AMOUNT OF GBP 8,132,449 5% OF THE ISSUED SHARE CAPITAL ; AUTHORITY EXPIR ES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 30 JUN 2006 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF T HIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EX PIRY S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES OF ANY OF ITS ORDINARY SHARES OF UP TO 325,297,974 ORDIN ARY SHARES 5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY , AT A MINIMUM PRICE OF 2.5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEX T AGM OF THE COMPANY IN 2006 OR 30 JUN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.14 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For IN SUBSTITUTION FOR AND TO TH E EXCLUSION OF ALL EXISTING ARTICLES OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- MEDIASET SPA OGM Meeting Date: 04/27/2005 Issuer: T6688Q107 ISIN: IT0001063210 BLOCKING SEDOL: 5077946, 5474774 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. 1. APPROVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management BALANCE SHEET REPORT AS OF 3 1 DEC 2004, THE BOARD OF DIRECTORS MANAGEMENT REPORT, INTERNAL AUDITORS REPO RT; RESOLUTIONS RELATED THERETO 2. AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management OWN SHARES; CONSEQUENT RESOLU TIONS 3. APPOINT EXTERNAL AUDITORS IN ORDER TO AUDIT THE Management BALANCE SHEET AND THE CONSOLID ATED BALANCE SHEETS REPORTS AND IN ORDER TO AUDIT THE HALF-YEARLY REPORT FOR T HE THREE YEARS TERM 2005/2007 4. APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN; Management AND APPROVE TO STATE THEIR E MOLUMENTS - ----------------------------------------------------------------------------------------------------------------------------- METROVACESA SA, MADRID OGM Meeting Date: 04/27/2005 Issuer: E7409N148 ISIN: ES0154220414 SEDOL: 5442685, 5847268, B06MMT2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL ACCOUNTS AND THE MANAGEMENT Management For REPORT OF THE COMPANY AND ITS C ONSOLIDATED GROUP, THE APPLICATION OF PROFITS AND THE MANAGEMENT OF THE BOARD OF DIRECTORS FOR THE YEAR 2004 2. APPOINT THE ADMINISTRATOR Management For 3. RE-ELECT THE AUDITORS Management For 4. AMEND ARTICLES 25, 26, 27, 28, 29, 30 AND 32 Management For OF THE COMPANY BY-LAWS RELATED TO REGULATIONS OF THE BOARD OF DIRECTORS 5. AUTHORIZE THE COMPANY TO CARRY OUT THE DERIVATIVE Management For ACQUISITION OF OWN SHARES, R ENDERING VOID THE AUTHORIZATION INCLUDED IN RESOLUTION 4 OF THE OGM HELD ON 6 MAY 2006 6. GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO Management For INCREASE THE SHARE CAPITAL ACCORD ING TO THE PROVISIONS OF SECTION 153.1 B. OF THE SPANISH LIMITED COMPANIES ACT , LE DE SOCIEDADES ANONIMAS, WITH POWERS TO EXCLUDE THE PREFERENTIAL SUBSCRIPT ION RIGHT IN THE SECTION 159.2 OF THE ACT, RENDERING VOID THE AUTHORIZATION GR ANTED BY RESOLUTION 6 OF THE OGM HELD ON MAY 2004 7. APPROVE TO INCREASE THE SHARE CAPITAL BY ISSUING Management For 3, 542,044 NEW SHARES, EQUIVA LENT TO EUR 5,313,066 AT A RATIO OF ONE NEW SHARE PER 20 EXISTING SHARES, FULL Y PAID UP AND DELEGATE NUMBER OF POWERS TO THE BOARD OF DIRECTORS 8. APPROVE THE REPORT ON THE RULES AND REGULATIONS Management For OF THE BOARD OF DIRECTORS 9. APPROVE TO DELEGATE POWERS FOR THE PUBLIC RECORDING Management For OF THE RESOLUTIONS ADOPTED AS WELL AS FOR THEIR DEVELOPMENT, AMENDMENT AND EXECUTION 10. ANY OTHER BUSINESS Other For 11. APPROVE THE DRAWING UP AND READING OF THE PROCEEDING Management For AND ADOPT THEM AS A CORRE CT RECORD * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- NH HOTELES SOCIEDAD ANONIMA OGM Meeting Date: 04/27/2005 Issuer: E7650R103 ISIN: ES0161560018 SEDOL: 4268848, 4571784, 5846599 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT Management For REPORT AND PROPOSED APPLIC ATION OF PROFITS OF BOTH THE COMPANY AND ITS CONSOLIDATED GROUP, MANAGEMENT OF THE BOARD OF DIRECTORS, ALL OF THE FOREGOING WITH REFERENCE TO THE YEAR 2004 2. APPROVE THE DISTRIBUTION OF DIVIDEND TO BE CHARGED Management For TO VOLUNTARY RESERVE 3. APPOINT AND RE-ELECT THE DIRECTORS Management For 4. GRANT AUTHORITY TO CARRY OUT THE ACQUISITION Management For OF OWN SHARES, EITHER DIRECTLY OR INDIRECTLY, ACCORDING TO THE PROVISIONS OF SECTIONS 75 AND 76 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS 5. APPOINT THE FINANCIAL AUDITORS OF THE COMPANY Management For AND ITS CONSOLIDATED GROUP 6. AMEND ARTICLES 11, 12, 13 AND 14 OF THE COMPANY Management For BY-LAWS ABOUT THE REGULATIONS OF THE GENERAL MEETINGS OF SHAREHOLDERS, IN PARTICULAR IN WHAT REFERS TO ATTEN DING, PROXY AND INFORMATION RIGHTS, FOR THE PURPOSE OF ADAPTING THEIR WORDING TO THE NEW LAW APPLICABLE 7. AMEND AND EXECUTE THE RESOLUTIONS ADOPTED BY Management For THE GENERAL MEETING AND FOR THEIR PUBLIC RECORDING - ----------------------------------------------------------------------------------------------------------------------------- PIRELLI & C.SPA, MILANO OGM Meeting Date: 04/27/2005 Issuer: T76434108 ISIN: IT0000072725 BLOCKING SEDOL: 4689803, B020D75 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 28 APR 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE BOARD OF DIRECTORS REPORT ON THE Management MANAGEMENT ACTIVITY; THE INTERNA L AUDITORS REPORT; BALANCE SHEET REPORT AS OF 31 DEC 2004; PROFIT DISTRIBUTIO N 2. APPOINT MESSRS. MARCO TRONCHETTI PROVERA, ALBERTO Management PIRELLI, CARLO ALESSANDRO PU RI NEGRI, CARLO ORAZIO BUORA, CARLO ACUTIS, GILBERTO BENETTON, CARLO DE BENEDE TTI, GABRIELE GALATERI DI GENOLA, DINO PIERO GIARDA, BERARDINO LIBONATI, GIULI A MARIA LIGRESTI, MASSIMO MORATTI, GIOVANNI PERRISSINOTTO, GIAMPIERO PESENTI, CARLO SECCHI, PAOLO VAGNONE, SILVANO CORBELLA, GIANNI FABRI, GIUSEPPE GUIZZI A ND RICCARDO PEROTTA AS THE DIRECTORS AND APPROVE TO STATE THEIR EMOLUMENT 3. APPROVE TO STATE GOVERNANCE COMMITTEE S EMOLUMENT Management AS PER LEGISLATIVE DECREE NO . 231, 08 JUN 2001 4. APPOINT THE EXTERNAL AUDITORS IN ORDER TO AUDIT Management THE BALANCE SHEET AND THE CONS OLIDATED BALANCE SHEETS REPORTS, AS WELL AS THE HALF-YEARLY REPORT RELATED TO FYS WHICH WILL CLOSE ON 31 DEC 2005/2006/2007 5. APPROVE TO BUY OWN SHARES AND EXERCISE FEATURES Management AFTER REVOKING 11 MAY 2004 SHA REHOLDERS MEETING RESOLUTION FOR UNUSED PART OF IT; RESOLUTION RELATED THERETO AND POWERS BESTOWAL - ----------------------------------------------------------------------------------------------------------------------------- RANK GROUP PLC AGM Meeting Date: 04/27/2005 Issuer: G7377H105 ISIN: GB0007240764 SEDOL: 0724076, 5909470 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For ACCOUNTS FOR THE YE 31 DEC 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 9.8P PER ORDINARY Management For SHARE 4. RE-APPOINT MR. RICHARD GREENHALGH AS A DIRECTOR Management For 5. RE-APPOINT MR. BRENDAN O NEILL AS A DIRECTOR Management For 6. RE-APPOINT MR. DAVID BODEN AS A DIRECTOR Management For 7. RE-APPOINT MR. OLIVER STOCKEN AS A DIRECTOR Management For 8. RE-APPOINT MR. MIKE SMITH AS A DIRECTOR Management For 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITORS 11. APPROVE THE RANK GROUP 2005 SHARE SAVINGS SCHEME Management For AND AUTHORIZE THE DIRECTORS T O DO ALL ACTS AND THINGS AS MAY BE NECESSARY OR DESIRABLE TO CARRY THE SAME IN TO EFFECT 12. APPROVE THE RANK GROUP 2005 LONG TERM INCENTIVE Management For PLAN AND AUTHORIZE THE DIRECTO RS TO DO ALL ACTS AND THINGS AS MAY BE NECESSARY OR DESIRABLE TO CARRY THE SAM E INTO EFFECT 13. APPROVE, PURSUANT TO THE AUTHORITY CONFERRED Management For BY ARTICLE 76 OF THE COMPANY S AR TICLES OF ASSOCIATION, THE AGGREGATE FEES WHICH THE DIRECTORS OTHER THAN ANY DIRECTOR WHO FOR THE TIME BEING HOLDS AN EXECUTIVE OFFICE SHALL BE PAID BY WA Y OF REMUNERATION FOR THEIR SERVICES AS THE DIRECTORS BE INCREASED FROM AN AMO UNT NOT EXCEEDING IN AGGREGATE GBP 200,000 PER ANNUM TO AN AMOUNT NOT EXCEEDIN G IN AGGREGATE GBP 500,000 PER ANNUM 14. AUTHORIZE THE DIRECTORS IN ACCORDANCE WITH THE Management For TERMS OF PARAGRAPH (A) OF ARTIC LE 6 OF THE ARTICLES OF ASSOCIATION ON THE BASIS THAT THE PRESCRIBED PERIOD A S DEFINED IN PARAGRAPH (D) OF THAT ARTICLE SHALL BE THE PERIOD EXPIRING ON TH E DATE FOR WHICH THE AGM OF THE COMPANY NEXT FOLLOWING THIS MEETING IS CONVENE D AND THE SECTION 80 AMOUNT AS SO DEFINED SHALL BE GBP 22,600,000 S.15 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For UPON THE PASSING AS AN RES OLUTION 14 AND IN ACCORDANCE WITH THE TERMS OF PARAGRAPH (C) OF ARTICLE 6 OF T HE ARTICLES OF ASSOCIATION ON THE BASIS THAT THE PRESCRIBED PERIOD AS DEFINED IN PARAGRAPH (D) OF THAT ARTICLE SHALL BE THE PERIOD EXPIRING ON THE DATE FO R WHICH THE AGM OF THE COMPANY NEXT FOLLOWING THIS MEETING IS CONVENED AND THE SECTION 89 AMOUNT AS SO DEFINED SHALL BE GBP 3,120,000 S.16 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 4(B) Management For OF THE ARTICLES OF ASSOCIATION , FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985 TO MAKE ONE OR MORE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 93,610,0 00 ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDD LE MARKET QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EX CHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPI RES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY A ND MAY PURCHASE ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT OR CONTRACTS 17. AUTHORIZE THE DIRECTORS, TO EXERCISE THE POWER Management For CONTAINED IN ARTICLE 134(C) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO OFFER HOLDERS OF ORDINARY SHARES THE RIGHT TO ELECT TO RECEIVE NEW ORDINARY SHARES, CREDITED AS FULLY PAID, IN WHOLE OR IN PART, INSTEAD OF CASH IN RESPECT OF ANY DIVIDEND PAID OR DECLARED DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND EXPIRING AT THE CONCLUSIO N OF THE NEXT AGM OF THE COMPANY; AND TO DETERMINE THE BASIS OF ALLOTMENT OF N EW ORDINARY SHARES IN RESPECT OF ANY SUCH DIVIDEND SO THAT THE VALUE OF SUCH N EW ORDINARY SHARES MAY EXCEED THE AMOUNT OF SUCH DIVIDEND, BUT NOT BY MORE THA N 20% OF SUCH AMOUNT, AND FOR THESE PURPOSES THE VALUE OF SUCH NEW ORDINARY SH ARES SHALL BE CALCULATED BY REFERENCE TO THE AVERAGE OF AN ORDINARY SHARE, WHI CH SHALL BE THE AVERAGE OF THE BEST BID PRICES FOR AN ORDINARY SHARE AS DERIVE D FROM THE STOCK EXCHANGE ELECTRONIC TRADING SERVICE AT 10A.M., 12 NOON AND 3. 00 P.M. FOR SUCH 5 CONSECUTIVE DEALING DAYS AS THE DIRECTORS MAY DETERMINE, SA VE THAT IF A BEST BID PRICE FOR AN ORDINARY SHARE IS NOT SO AVAILABLE OR IS ZE RO IN RESPECT OF ANY SUCH TIME, TO DETERMINE THE VALUE OF SUCH NEW ORDINARY SH ARES ON SUCH BASIS AS THEY MAY DEEM APPROPRIATE IN CONSULTATION WITH LONDON ST OCK EXCHANGE PLC - ----------------------------------------------------------------------------------------------------------------------------- REED ELSEVIER PLC AGM Meeting Date: 04/27/2005 Issuer: G74570105 ISIN: GB0007308355 SEDOL: 0730835, 5250220, 5909685 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For THE YE 31 DEC 2004, TOGETHER WI TH THE REPORTS OF THE DIRECTORS AND AUDITORS 2. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management For SET OUT IN THE REED ELSEVIER ANN UAL REPORTS AND THE FINANCIAL STATEMENTS 2004 3. DECLARE A FINAL DIVIDEND FOR 2004 ON THE COMPANY Management For S ORDINARY SHARES 4. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY AT WHICH ACCOU NTS ARE LAID 5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 6. ELECT MR. JAN HOMMEN AS A DIRECTOR Management For 7. ELECT MR. ERIK ENGSTROM AS A DIRECTOR Management For 8. RE-ELECT MR. MARK ARMOUR AS A DIRECTOR Management For 9. RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR Management For 10. RE-ELECT MR. ANDREW PROZES AS A DIRECTOR Management For 11. AUTHORIZE THE DIRECTORS, SUBJECT TO AND IN ACCORDANCE Management For WITH THE ARTICLE 11 OF T HE COMPANY S ARTICLES OF ASSOCIATION AND PURSUANT TO SECTION 80 OF THE COMPANI ES ACT 1985, TO ALLOT RELEVANT SECURITIES HAVING OR CONSISTING OF OR GIVING T HE RIGHT TO SUBSCRIBE OR CONVERT INTO SHARES HAVING UP TO AN AGGREGATE NOMINA L AMOUNT OF GBP 24.7 MILLION; AUTHORITY EXPIRES EARLIER THE CONCLUSION THE AG M IN 2006 OR 26 APR 2006 S.12 AUTHORIZE THE DIRECTORS, SUBJECT TO AND IN ACCORDANCE Management For WITH THE ARTICLE 12 OF T HE COMPANY S ARTICLES OF ASSOCIATION AND PURSUANT TO SECTION 95 THE ACT OF T HE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PURSUANT TO THE AUT HORITY CONFERRED BY THE PREVIOUS RESOLUTION 4, DISAPPLYING THE STATUTORY PRE-E MPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLO TMENT OF EQUITY SECURITIES: A) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 7.9 MIL LION; AND B) THE ALLOTMENT OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (I) ABOVE OF EQUITY SECURITIES PURSUANT TO THE TERMS OF THE REED ELSEVIER GROUP PLC SH ARE OPTION SCHEMES APPROVED BY THE COMPANY; AUTHORITY EXPIRES EARLIER THE CON CLUSION OF THE AGM IN 2006 OR 26 APR 2006 S.13 AUTHORIZE THE COMPANY, SUBJECT TO AN IN ACCORDANCE Management For WITH ARTICLE 57 OF THE COMP ANY S ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 127 MILLION ORDINARY SHARES OF 12.5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 12.5P AND UP TO 105% OF THE AVE RAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EX CHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPI RES EARLIER THE CONCLUSION OF THE AGM IN 2006 OR 26 APR 2006 ; THE COMPANY, BE FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- REED ELSEVIER PLC EGM Meeting Date: 04/27/2005 Issuer: G74570105 ISIN: GB0007308355 SEDOL: 0730835, 5250220, 5909685 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ELECT MR. STRAUSS ZELNICK AS A DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- SEKISUI HOUSE LTD AGM Meeting Date: 04/27/2005 Issuer: J70746136 ISIN: JP3420600003 SEDOL: 4798680, 5763450, 6793906 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 9, FINAL JY 9, SPECIAL JY 0 2 AMEND ARTICLES TO: AUTHORIZE PUBLIC ANNOUNCEMENTS Management For IN ELECTRONIC FORMAT 3 APPOINT INTERNAL STATUTORY AUDITOR Management For - ----------------------------------------------------------------------------------------------------------------------------- SNAM RETE GAS SPA, SAN DONATO MILANESE (MI) AGM Meeting Date: 04/27/2005 Issuer: T8578L107 ISIN: IT0003153415 BLOCKING SEDOL: 7251470 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 28 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004 Management AND THE BOARD OF DIRECTORS AND THE AUDITORS REPORT AND THE INDEPENDENT AUDITORS REPORT, CONSOLIDATED BALANCE REPORT AS OF 31 DEC 2004 2. APPROVE THE RESOLUTIONS FOLLOWING THE CONSOLIDATED Management BALANCE; ALLOCATION OF PROF ITS AND THE DISTRIBUTION OF DIVIDENDS 3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management 4. GRANT AUTHORITY TO DISPOSE OF OWN SHARES IN FAVOR Management OF THE MANAGERS STOCK GRANT PLAN 5. GRANT AUTHORITY TO DISPOSE OF OWN SHARES IN FAVOR Management OF MANAGERS STOCK OPTION PLA N - ----------------------------------------------------------------------------------------------------------------------------- STATS CHIPPAC LTD AGM Meeting Date: 04/27/2005 Issuer: Y8162B113 ISIN: SG1I04877995 SEDOL: 6207463 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For THE FYE 31 DEC 2004, TOGETHER WI TH THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2.a RE-ELECT MR. LIM MING SEONG AS A DIRECTOR WHO Management For RETIRE, PURSUANT TO ARTICLE 94 O F THE ARTICLES OF ASSOCIATION OF THE COMPANY 2.b RE-ELECT MR. TAN LAY KOON AS A DIRECTOR WHO RETIRE, Management For PURSUANT TO ARTICLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 2.c RE-ELECT MR. TAY SLEW CHOON AS A DIRECTOR WHO Management For RETIRE, PURSUANT TO ARTICLE 94 O F THE ARTICLES OF ASSOCIATION OF THE COMPANY 3. RE-APPOINT MR. CHARLES RICHARD WOFFORD A DIRECTOR Management Against WHO RETIRES UNDER SECTION 15 3(8) OF THE COMPANIES ACT CHAPTER 50 THE COMPANIES ACT UNTIL THE NEXT AGM OF THE COMPANY 4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AND APPROVE THE BOARD OF DIRECTORS TO DETERMINE THE RE MUNERATION UPON THE RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRE CTORS 5. APPROVE THE DIRECTORS FEES TOTALING APPROXIMATELY Management For USD 500,067 APPROXIMATELY SGD 815.000 FOR THE FYE 31 DEC 2004 6. AUTHORIZE THE DIRECTORS, A) PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, TO A LLOT AND ISSUE SHARES IN THE CAPITAL OF THE COMPANY TO ANY PERSON ON SUCH TERM S AND CONDITIONS AND WITH SUCH RIGHTS OR RESTRICTIONS AS THEY MAY THINK FIT TO IMPOSE END THAT SUCH AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION OF TH E NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEX T AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD; B) APPROVE THE DIRECTORS T O CREATE AND ISSUE SECURITIES AND ALLOT AND ISSUE SHARES IN CONNECTION THEREWI TH PURSUANT TO SECTION 161 OF THE COMPANIES ACT: I) AA) TO CREATE AND ISSUE SE CURITIES SECURITIES INCLUDING, WITHOUT LIMITATION, WARRANTS OR OPTIONS TO SU BSCRIBE FOR NEW SHARES OF THE COMPANY NEW SHAMS OR TO PURCHASE FROM THE COMP ANY OTHER SECURITIES ISSUED OR TO BE ISSUED BY THE COMPANY, DEBT SECURITIES EN D SECURITIES WHICH ARE CONVERTIBLE INTO, EXCHANGEABLE FOR, OR EXERCISABLE FOR, NEW SHARES OR OTHER SECURITIES ISSUED OR TO BE ISSUED BY THE COMPANY TO ANY P ERSON OR PERSONS AND ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY THINK F IT TO IMPOSE; BB) TO CREATE AND ISSUE ANY FURTHER SECURITIES FURTHER SECURITI ES AS MAY B REQUIRED OR PERMITTED TO BE ISSUED IN ACCORDANCE WITH THE TERMS E ND CONDITIONS OF THE SECURITIES: AND CC) TO MAKE, ENTER INTO AND/OR ISSUE OFFE RS, AGREEMENTS, OPTIONS, UNDERTAKINGS, GUARANTEES AND/OR INDEMNITIES TOGETHER REFERRED TO AS AGREEMENTS WHICH WOULD OR MIGHT REQUIRE THE ISSUE OF NEW SHAR ES OR OTHER SECURITIES BY THE COMPANY WITH ANY PERSON OR PERSONS AND ON SUCH T ERMS AND CONDITIONS AS THE DIRECTORS MAY THINK FIT TO IMPOSE; II) TO ALLOT AND ISSUE FROM TIME TO TIME: AA) SUCH NUMBER OF NEW SHARES AS MAY BE REQUIRED OR PERMITTED TO BE ALLOTTED OR ISSUED ON THE CONVERSION, EXCHANGE OR EXERCISE OF THE SECURITIES, OR ANY OF THEM, TO THE HOLDERS OF SUCH SECURITIES ON THE CONVE RSION, EXCHANGE OR EXERCISE THEREOF, SUBJECT TO AND OTHERWISE IN ACCORDANCE WI TH THE TERMS AND CONDITIONS OF THE SECURITIES; BB) ON THE SAME BASIS AS PARAGR APH (II)(AA) ABOVE, SUCH FURTHER NEW SHARES AS MAY BE REQUIRED TO BE ALLOTTED AND ISSUED N THE CONVERSION, EXCHANGE OR EXERCISE OF ANY OF THE FURTHER SECURI TIES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE FURTHER SECURITIES: EN D CC) SUCH NUMBER OF NEW SHARES AS MAY BE REQUIRED OR PERMITTED TO BE ALLOTTED OR ISSUED PURSUANT TO AND OTHERWISE IN ACCORDANCE WITH THE TERMS AND CONDITIO NS OF THE AGREEMENTS; AND III) TO TAKE SUCH STEPS, MAKE SUCH AMENDMENTS TO THE TERMS AND CONDITIONS OF THE SECURITIES, THE FURTHER SECURITIES AND THE AGREEM ENTS AND ANY OF THEM, AND EXERCISE SUCH DISCRETION AS THE DIRECTORS MAY FROM T IME TO TIME DEEM FIT, ADVISABLE OR NECESSARY IN CONNECTION WITH ALL OR ANY OF THE ABOVE MATTERS; C) AUTHORIZE THE DIRECTORS, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PUR SUANT TO THE EXERCISE OF THE OPTIONS UNDER THE SUBSTITUTE PLANS; D) AUTHORIZE THE DIRECTORS, TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE PREVISIONS OF THE SHARE OPTION PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF SUCH OPTIONS; E) AUTHORIZE THE DIRECTORS, TO OFFER AND GRA NT RIGHTS TO PURCHASE SHARES IN THE CAPITAL OF THE COMPANY IN ACCORDANCE WITH THE PREVISIONS OF THE ESPP AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBE R OF SHARES OF THE COMPANY AS MAY HA REQUIRED TO BE ISSUED PURSUANT TO THE EXE RCISE OF SUCH RIGHTS 7. TRANSACT ANY OTHER BUSINESS Other Against - ----------------------------------------------------------------------------------------------------------------------------- UNITED OVERSEAS BANK LTD, SINGAPORE AGM Meeting Date: 04/27/2005 Issuer: V96194127 ISIN: SG1M31001969 SEDOL: 5812716, 6916781, 6916877, B06P5N6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS, THE DIRECTORS Management For REPORT AND THE AUDITORS REPO RT FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 40% 40 CENTS PER Management For SHARE LESS 20% INCOME TAX FOR T HE YE 31 DEC 2004 3. APPROVE THE DIRECTORS FEES OF SGD 600,000 FOR Management For 2004 2003: SGD 618,750 4. RE-APPOINT MESSRS ERNST & YOUNG AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE T HE DIRECTORS TO FIX THEIR REMUNERATION 5. RE-ELECT MR. WONG MENG MENG AS A DIRECTOR Management For 6. RE-ELECT MR. TAN KOK QUAN AS A DIRECTOR Management For 7. RE-ELECT MR. NGIAM TONG DOW AS A DIRECTOR Management For 8. RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR, PURSUANT Management Against TO SECTION 153(6) OF THE CO MPANIES ACT, CAP. 50, UNTIL THE NEXT AGM OF THE COMPANY 9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, CAP. 50 , TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE REGULATIONS OF THE UOB 199 9 SHARE OPTION SCHEME THE SCHEME AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE SCHEME, PROVIDED THAT THE AGGREGATE NUMBE R OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED 15% OF T HE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CAP. 50 , TO ISSUE SHARES IN THE COMPANY AT ANY TIME AND UPON SUCH TERMS AND CONDITION S AND FOR SUCH PURPOSES AS THE DIRECTORS MAY, IN THEIR ABSOLUTE DISCRETION, DE EM FIT PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO T HIS RESOLUTION SHALL NOT EXCEED 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FOR THE TIME BEING - ----------------------------------------------------------------------------------------------------------------------------- UNITED OVERSEAS BANK LTD, SINGAPORE EGM Meeting Date: 04/27/2005 Issuer: V96194127 ISIN: SG1M31001969 SEDOL: 5812716, 6916781, 6916877, B06P5N6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE THE COMPANIES ACT , TO PURCH ASE OR OTHERWISE ACQUIRE ISSUED ORDINARY SHARES OF SGD 1.00 EACH FULLY PAID IN THE CAPITAL OF THE COMPANY THE SHARES NOT EXCEEDING IN AGGREGATE THE MAXIMU M LIMIT AS SPECIFIED , AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE DI RECTORS OF THE COMPANY FROM TIME TO TIME UP TO THE MAXIMUM PRICE AS SPECIFIED , WHETHER BY WAY OF: I) MARKET PURCHASE(S) ON THE SINGAPORE EXCHANGE SECURITI ES TRADING LIMITED SGX-ST ; AND/OR II) OFF-MARKET PURCHASE(S) IF EFFECTED OT HERWISE THAN ON SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S) AS MAY B E DETERMINED OR FORMULATED BY THE DIRECTORS OF THE COMPANY AS THEY CONSIDER FI T, WHICH SCHEME(S) SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIE S ACT; AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS AND REGULATIONS AND RUL ES OF SGX-ST AS MAY FOR THE TIME BEING BE APPLICABLE THE SHARE PURCHASE MANDA TE ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE C OMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD ; AND TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT O R NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- VALORA HOLDING AG, BERN MIX Meeting Date: 04/27/2005 Issuer: H53670198 ISIN: CH0002088976 BLOCKING SEDOL: 4581619, 5978522 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- VALORA HOLDING AG, BERN OGM Meeting Date: 04/27/2005 Issuer: H53670198 ISIN: CH0002088976 BLOCKING SEDOL: 4581619, 5978522 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216896, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE 2004 ANNUAL REPORT AND FINANCIAL Management STATEMENTS OF VALORA HOLDING AG A ND THE 2004 CONSOLIDATED FINANCIAL STATEMENTS OF THE VALORA GROUP AND RECEIPT THE RESPECTIVE AUDITORS REPORTS; AND APPROVE THE 2004 ANNUAL REPORT AND THE FI NANCIAL STATEMENTS OF VALORA HOLDING AG AND THE 2004 CONSOLIDATED FINANCIAL ST ATEMENTS OF THE VALORA GROUP 2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE CORPORATE MAN AGEMENT 3. APPROVE THE APPROPRIATION OF THE PROFIT AVAILABLE Management FOR DISTRIBUTION OF VALORA H OLDING AG 4.1 RE-ELECT THE BOARD MEMBERS Management 4.2 ELECT THE BOARD MEMBERS Management 4.3 ELECT THE STATUTORY AND GROUP AUDITORS Management 5.1 APPROVE THAT THE COMPANY SHARE CAPITAL BE REDUCED Management BY CHF 2,700,000 FROM CHF 35 ,700,000 TO CHF 33,000,000 THROUGH THE DELETION OF 270,000 REGISTERED SHARES O F VALORA HOLDING AG WITH A NOMINAL VALUE OF CHF 20 EACH WHICH WERE ACQUIRED UN DER THE SHARE BUYBACK PROGRAMME CONDUCTED BETWEEN 15 NOV 2004 AND 11 FEB 2005 IN ACCORDANCE WITH THE CORRESPONDING RESOLUTION OF THE EGM 20 OCT 2004 5.2 APPROVE THAT SUCH REDUCTION BE EFFECTED WITH Management THE DUE AND FULL REGARD TO THE SP ECIAL AUDITORS REPORT COMPILED BY PRICEWATERHOUSECOOPERS AG IN ACCORDANCE WITH THE ARTICLE 732, PARAGRAPH 2 OF THE SWISS CODE OF OBLIGATIONS, UNDER WHICH AL L CREDITORS CLAIMS REMAIN FULLY COVERED AFTER SUCH REDUCTION 5.3 AMEND, SHOULD RESOLUTION 6 NOT BE APPROVED OR Management ITS PROVISIONS NOT BE IMPLEMENTE D, ARTICLE 3 OF THE ARTICLES OF INCORPORATION AS FOLLOWS: THE COMPANY S SHARE CAPITAL SHALL AMOUNT TO CHF 33,000,00, AND SHALL CONSIST OF 3,300,000 FULLY-PA ID-UP REGISTERED SHARES OF CHF 10 NOMINAL VALUE 6.1 APPROVE, SUBJECT TO APPROVAL OF RESOLUTION 5, Management THAT THE COMPANY SHARE CAPITAL B E REDUCED BY CHF 29,700,000 FROM SHARE BY CHF 9 FROM CHF 10 TO CHF 1 AND THE P AYMENT TO SHAREHOLDERS OF THE REDUCTION AMOUNT OF CHF 9 PER VALORA HOLDING AG REGISTERED SHARE 6.2 APPROVE, SUBJECT TO APPROVAL OF RESOLUTION 5, Management THAT THE REDUCTION BE EFFECTED W ITH DUE AND FULL REGARD TO THE SPECIAL AUDITORS REPORT COMPLIED BY PRICEWATERH OUSECOOPERS AG IN ACCORDANCE WITH THE ARTICLE 732, PARAGRAPH 2 OF THE SWISS CO DE OF OBLIGATIONS, UNDER WHICH ALL CREDITORS CLAIMS REMAIN FULLY COVERED AFTER THE CAPITAL REDUCTION AS SPECIFIED 6.3 AMEND, SUBJECT TO APPROVAL OF RESOLUTION 5, ARTICLE Management 3, SECTION 1 AND ARTICLE 3 A, SECTION 1 OF THE ARTICLES OF INCORPORATION 7. AMEND THE THRESHOLD REQUIRED TO DEMAND THE INCLUSION Management OF ITEMS ON THE AGENDA UN DER THE ARTICLE 8, SECTION 3 OF THE ARTICLE OF INCORPORATION - ----------------------------------------------------------------------------------------------------------------------------- ABN AMRO HOLDING NV AGM Meeting Date: 04/28/2005 Issuer: N0030P459 ISIN: NL0000301109 BLOCKING SEDOL: 0276920, 5250769, 5250770, 5250781, 5250792, 5254589, 6004114 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 21 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. APPROVE THE REPORT OF FY 2004 Management 2.a APPROVE THE 2004 FINANCIAL STATEMENTS Management 2.b APPROVE THE POLICY ON DIVIDENDS AND ADDITIONS Management TO RESERVES AND ADOPT THE 2004 D IVIDEND 2.c GANT DISCHARGE FROM LIABILITY TO MANAGEMENT Management BOARD FOR THEIR MANAGEMENT CONDUC TED OVER 2004 2.d GRANT DISCHARGE FROM LIABILITY TO SUPERVISORY Management BOARD FOR THEIR SUPERVISION EXER CISED OVER 2004 3. APPROVE THE MANAGING BOARD COMPENSATION POLICY Management 4.a APPOINT MR. ROBERT F. VAN DEN BERGH TO THE SUPERVISORY Management BOARD 4.b APPOINT MR. ANTHONY RUYS TO THE SUPERVISORY BOARD Management 5.a APPROVE THE CORPORATE GOVERNANCE Management 5.b AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE IMPLEMENTATION OF THE STRUCTURE ACT AND THE DUTCH CORPORATE GOVERNANCE CODE 6. AUTHORIZE THE MANAGING BOARD TO HAVE THE COMPANY Management ACQUIRE FOR A CONSIDERATION S HARES IN ITS OWN CAPITAL 7.a AUTHORIZE THE MANAGING BOARD TO ISSUE ORDINARY Management SHARES, CONVERTIBLE PREFERENCE SHARES AND PREFERENCE FINANCING SHARES OR TO GRANT RIGHTS TO TAKE UP SUCH CLAS SES OF SHARES 7.b AUTHORIZE THE MANAGING BOARD TO RESTRICT OR EXCLUDE Management THE PRE-EMPTIVE RIGHTS GRA NTED TO SHAREHOLDERS BY LAW OR ARTICLES OF ASSOCIATION 8. ANY OTHER BUSINESS Other - ----------------------------------------------------------------------------------------------------------------------------- ALLEANZA ASSICURAZIONI SPA, MILANO AGM Meeting Date: 04/28/2005 Issuer: T02772134 ISIN: IT0000078193 BLOCKING SEDOL: 4015970, 5465916 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE BOARD OF DIRECTORS AND THE INTERNAL Management AUDITORS REPORTS ON THE MANA GEMENT ACTIVITY FOR THE YEAR 2004, BALANCE SHEET REPORTS AS OF 31 DEC 2004; RE SOLUTIONS RELATED THERETO 2. APPOINT THE DIRECTORS AS PER ARTICLE 2386 OF Management THE CIVIL CODE 3. APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management AND APPROVE TO STATE THEIR EM OLUMENTS - ----------------------------------------------------------------------------------------------------------------------------- AMVESCAP PLC AGM Meeting Date: 04/28/2005 Issuer: G4917N106 ISIN: GB0001282697 SEDOL: 0128269, 5829802 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For DEC 2004, AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON 2. RECEIVE AND ADOPT THE REPORT OF THE BOARD ON REMUNERATION Management For 3. DECLARE A FINAL DIVIDEND OF 5P PER ORDINARY SHARE Management For PAYABLE ON 04 MAY 2005, TO S HAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 01 APR 2005 4. RE-ELECT MR. REX ADAMS AS A DIRECTOR OF THE COMPANY, Management For WHO RETIRES IN ACCORDANCE WITH ARTICLE 116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT SIR JOHN BANHAM AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORDAN CE WITH ARTICLE 116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. CHARLES W. BRADY AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES IN ACC ORDANCE WITH ARTICLE 116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. DENIS KESSLER AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES IN ACCORD ANCE WITH ARTICLE 116.1 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. ELECT MR. EDWARD LAWRENCE AS A DIRECTOR OF THE Management For COMPANY 9. RE-ELECT MR. BEVIS LONGSTRETH AS A DIRECTOR OF Management For THE COMPANY, PURSUANT TO SECTIO N 293 OF THE COMPANIES ACT 1985 10. ELECT MR. JOHN D. ROGERS AS A DIRECTOR OF THE Management For COMPANY 11. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS, Management For TO HOLD OFFICE FROM THE CONCLUSI ON OF THE AGM TO THE CONCLUSION OF THE NEXT MEETING OF SHAREHOLDERS AT WHICH A CCOUNTS ARE LAID BEFORE THE COMPANY, AND AUTHORISE THE AUDIT COMMITTEE TO FIX THEIR REMUNERATION 12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For TO ANY PREVIOUS EXERCI SE OF THE AUTHORITIES, IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985 , TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOU NT OF GBP 59,750,000; AUTHORITY EXPIRES ON 27 APR 2010 ; AND THE DIRECTORS MA Y ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For TO THE PASSING OF RESOLUTION 1 2, PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIE S SECTION 94 OF THE COMPANIES ACT FOR CASH, DISAPPLYING SECTION 89(1) OF THA T ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITI ES I) IN CONNECTION WITH A RIGHTS ISSUE, BEING AN OFFER OF EQUITY SECURITIES T O: THE HOLDERS OTHER THAN THE COMPANY OF ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY ON THE RELEVANT REGISTER ON A FIXED RECORD DATE IN PROP ORTION AS NEARLY AS MAY BE TO THEIR RESPECTIVE HOLDINGS OF ORDINARY SHARES FOR WHICH PURPOSE HOLDINGS IN CERTIFICATED AND UNCERTIFICATED FORM MAY BE TREA TED AS SEPARATE HOLDINGS ; AND II) UP TO AN AGGREGATE NOMINAL VALUE NOT EXCEED ING GBP 10,125,000; AUTHORITY EXPIRES, UNLESS RENEWED, ON 27 APR 2010 ; AND, AUTHORIZE THE COMPANY TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTH ORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; UP ON THE PASSING OF THIS RESOLUTION, THE RESOLUTION PASSED AS RESOLUTION 12 AT T HE AGM ON 29 APR 2004, SHALL BE OF NO FURTHER FORCE OR EFFECT WITHOUT PREJUDI CE TO ANY PREVIOUS EXERCISE OF THE POWERS GRANTED THEREBY ; THE NOMINAL AMOUNT OF ANY SECURITIES SHALL BE TAKEN TO BE, IN THE CASE OF RIGHTS TO SUBSCRIBE FO R, OR CONVERT ANY SECURITIES INTO, SHARES OF THE COMPANY, THE NOMINAL VALUE OF SUCH SHARES WHICH MAY BE ISSUED PURSUANT TO SUCH RIGHTS S.14 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES SECTION 163 OF THAT ACT OF UP TO 81,076,000 ORDINARY SH ARES OF 25P EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 25P PER ORDINARY SHARE AND NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE MARKET PRICE SHOWN IN QUOTATIONS FOR AN ORDINARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DA YS; AUTHORITY EXPIRES THE EARLIER OF 27 JUL 2006 OR THE CONCLUSION OF THE NEX T AGM OF THE COMPANY ; UPON THE PASSING OF THIS RESOLUTION, THE RESOLUTION PAS SED AS RESOLUTION 13 AT THE AGM ON 29 APR 2004, SHALL BE OF NO FURTHER FORCE O R EFFECT WITHOUT PREJUDICE TO ANY PREVIOUS EXERCISE OF THE AUTHORITIES GRANTE D THEREBY S.15 AMEND ARTICLE 127 OF THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY BY INSERTING A NEW ARTICLE 127.2 AS SPECIFIED S.16 AMEND THE MEMORANDUM AND ARTICLES OF ASSOCIATION Management For OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- ASSICURAZIONI GENERALI SPA, TRIESTE OGM Meeting Date: 04/28/2005 Issuer: T05040109 ISIN: IT0000062072 BLOCKING SEDOL: 4056719, 5179659, 5971833 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 29 APR 2005 AND THIRD CALL ON 30 APR 2005 .YOUR VOTING INSTRUCTION S WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETI NG IS CANCELLED. THANK YOU. * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. O.1 APPROVE THE BALANCE SHEET AS OF 31 DEC 2004; Management RESOLUTIONS RELATED THERETO O.2 APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN Management AND APPROVE THEIR SALARY; RES OLUTIONS RELATED THERETO E.3 APPROVE THE STOCK OPTION PLAN TO INCREASE THE Management STOCK CAPITAL IN FAVOUR OF A STO CK OPTION PLAN TO BE RESERVED TO THE CHAIRMAN AND TO THE MANAGING DIRECTORS OF THE COMPANY AFTER HAVING EMPOWERED THE SHAREHOLDERS MEETING AS PER ARTICLE 24 41, 4TH COMMA OF THE ITALIAN CIVIL CODE TO EMPOWER THE BOARD OF DIRECTORS IN O RDER TO INCREASE THE SHARE CAPITAL IN FAVOUR OF A STOCK OPTION PLAN TO BE RESE RVED TO THE COMPANY S AND ITS SUBSIDIARIES EMPLOYEES; AMEND ARTICLE 8 OF THE B Y-LAWS; RESOLUTIONS RELATED THERETO E.4 AMEND ARTICLE 20.1 OF THE BY-LAWS TO ESTABLISH Management RESPONSIBILITIES IN ISSUING NO N-CONVERTIBLE BOND ; RESOLUTIONS RELATED THERETO - ----------------------------------------------------------------------------------------------------------------------------- ASTRAZENECA PLC AGM Meeting Date: 04/28/2005 Issuer: G0593M107 ISIN: GB0009895292 SEDOL: 0989529, 4983884, 5659902 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDITO R FOR THE YE 31 DEC 2004 2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For OF USD 0.295 16.0 PENCE, SEK 2. 200 PER ORDINARY SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR 2004 THE SECO ND INTERIM DIVIDEND OF USD 0.645 34.3 PENCE SEK 4.497 PER ORDINARY SHARE 3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For 4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITOR 5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES OF ASSOCIATION 5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF T HE COMPANY S ARTICLES OF ASSOCIATION 5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For IN ACCORDANCE WITH THE ARTICLE 6 5 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES OF ASSOCIATION 5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF TH E COMPANY S ARTICLES OF ASSOCIATION 5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management Against IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 AS SPECIFIED 7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For SHARE PLAN THE PLAN AND AU THORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER NECE SSARY OR EXPEDIENT TO CARRY THE PLAN INTO EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN AS THEY MAY CONSIDER NECESSARY IN RELATION TO EMPLOYEES IN JURISDI CTIONS OUTSIDE THE UK, WITH SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABL E TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE CONTROL AND TAX LEGISLATI ON, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE TREATED AS COUNTING AGAINST THE RELEVANT LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE PLAN 8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION RELATES, FOR THE PURPOSES O F PART XA OF THE COMPANIES ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDIT URE DURING THE PERIOD ENDING ON THE DATE THE OF THE COMPANY S AGM IN 2006 PROV IDED THAT ANY SUCH DONATIONS AND EXPENDITURE MADE BY THE COMPANY TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY COMPANY WHILE IT IS A SUBSIDIARY OF THE COMPANY NOT EXCEEDING IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD 9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For NEW SHARES CONFERRED ON THE DIRE CTORS BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR T HE PERIOD COMMENCING ON THE DATE OF THIS AGM AND ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30 JUN 2006, AND FOR SUCH PERIOD TH E SECTION 80 AMOUNT SHALL BE USD 136,488,521 S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For BY ARTICLE 7.1 OF THE COMPAN Y S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE O F THIS AGM AND ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR, IF EAR LIER, ON 30 JUN 2006, AND FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE USD 2 0,473,278 S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For 166 OF THE COMPANIES ACT 19 85, TO MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES OF USD 0.25 EACH IN THE CAPITAL OF THE COM PANY, AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105% OF THE AVERAGE OF MIDDLE M ARKET VALUES OF THE COMPANY S ORDINARY SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 30 J UN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- AUTOSTRADE SPA, ROMA OGM Meeting Date: 04/28/2005 Issuer: T0708B109 ISIN: IT0003506190 BLOCKING SEDOL: 7667163, B06LKR3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YO UR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. 1. APPROVE THE BOARD OF DIRECTORS, THE INTERNAL Management AND THE EXTERNAL AUDITORS REPORT ON FY 2004 AS PER ARTICLE 156 OF LEGISLATIVE DECREE NO. 58/59; THE BALANCE SHE ET REPORTS AS OF 31 DEC 2004; RESOLUTIONS RELATED THERETO 2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management PER ARTICLE 2357 AND FOLLOWING A ND ARTICLE 132 OF LEGISLATIVE DECREE N. 58/98 - ----------------------------------------------------------------------------------------------------------------------------- BARCLAYS PLC AGM Meeting Date: 04/28/2005 Issuer: G08036124 ISIN: GB0031348658 SEDOL: 3134865 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For AUDITORS AND THE AUDITED ACCOUNTS OF THE COMPANY FOR THE YE 31 DEC 2004; THE DIRECTORS ARE REQUIRED TO PRESENT TO THE AGM THE REPORTS OF THE DIRECTORS AND THE AUDITORS AND THE AUDITED ACCO UNTS OF THE COMPANY FOR EACH FY IN THIS CASE FOR THE YE 31 DE 2004 2. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For FOR THE YE 31 DEC 2004 3. RE-ELECT SIR ANDREW LIKIERMAN AS A DIRECTOR OF Management For THE COMPANY 4. RE-ELECT MR. RICHARD LEIGH CLIFFORD AS A DIRECTOR Management For OF THE COMPANY 5. RE-ELECT MR. MATTHEW WILLIAM BARRETT AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY ROTATION 6. RE-ELECT MR. JOHN SILVESTER VARLEY AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY ROTATION 7. RE-ELECT MR. THOMAS DAVID GUY ARCULUS AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRE S BY ROTATION 8. RE-ELECT SIR NIGEL RUDD AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP, CHARTERED Management For ACCOUNTANT AND REGISTERED AUD ITORS, AS THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For OF THE AUDITORS 11. ADOPT THE BARCLAYS PLC PERFORMANCE SHARE PLAN Management For THE PSP ; AUTHORIZE THE DIRECTO RS TO DO ALL SUCH ACTS AND THINGS NECESSARY OR EXPEDIENT TO IMPLEMENT THE PSP INCLUDING MAKING SUCH CHANGES TO THE DRAFT RULES OF THE PSP AS THE DIRECTORS C ONSIDER NECESSARY OR DESIRABLE TO OBTAIN ANY APPROVALS OR TO TAKE ACCOUNT OF A NY STATUTORY, FISCAL, EXCHANGE CONTROL OR SECURITIES REGULATIONS EITHER GENERA LLY OR IN RELATION TO ANY POTENTIAL PARTICIPANTS PROVIDED THAT THE OVERALL LIM ITS CONTAINED IN THE PSP CONTINUE TO APPLY 12. AUTHORIZE THE DIRECTORS TO ESTABLISH SUCH NUMBER Management For OF SUPPLEMENTS ORT APPENDICES TO THE PSP AS HAS BEEN APPROVED BY THE COMPANY IN THE GENERAL MEETING OR SUCH OTHER EMPLOYEES SHARE PLAN BASED ON THE PSP, IN RELATION TO ORDINARY SHARES I N THE CAPITAL OF THE COMPANY THE SHARES AS THEY CONSIDER NECESSARY OR DESIRA BLE TO TAKE ADVANTAGE TO COMPLY WITH LOCAL LAWS AND REGULATIONS FOR THE BENEFI T OF EMPLOYEES OF THE COMPANY OR OF ANY OF ITS SUBSIDIARIES WHO ARE RESIDENT O R WORKING OVERSEAS AND FOR WHOM PARTICIPATION IN THE PSP IS OTHERWISE CONSIDER ED BY THE DIRECTORS TO BE UNDESIRABLE OR IMPRACTICAL AND FROM TIME TO TIME TO MAKE OR PERMIT THE MAKING OF SUCH ALTERATIONS TO SUCH SUPPLEMENTS, APPENDICES OR OTHER EMPLOYEES SHARE PLAN AS THEY CONSIDER NECESSARY OR DESIRABLE PROVIDED THAT: A) HAVING REGARD TO THE BENEFITS WHICH MAY BE CONFERRED ON AN EMPLOYEE PARTICIPATING IN THE PSP, ALL SUCH SUPPLEMENTS APPENDICES OR OTHER EMPLOYEES S HARE PLAN SHALL CONFER BENEFITS AND CONTAINS LIMITATIONS SO AS TO ENSURE, SO F AR AS THE DIRECTORS CONSIDER PRACTICABLE, SUBSTANTIAL EQUALITY OF TREATMENT BE TWEEN UK EMPLOYEES AND EMPLOYEES RESIDENT OVERSEAS; B) THE OVERALL LIMITS ON T HE NUMBER OF SHARES, WHICH MAYBE SUBSCRIBED UNDER THE PSP, SHALL NOT BE INCREA SED THERE BY AND THAT SHARES WHICH MAY BE EMPLOYEES SHARE PLAN SHALL COUNT TOW ARDS SUCH LIMITS 13. APPROVE, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES, Management For TO RENEW THE AUTHORITY CONFERRED ON THE DIRECTORS BY ARTICLE 12(A) OF THE COMPANY S ARTICLES OF ASSOC IATION OF THE COMPANY FOR THE PERIOD EXPIRING ON THE DATE OF THE AGM OF THE CO MPANY TO BE HELD IN 2006 OR 28 APR 2006, THAT THE SECTION 80 AMOUNT BEING GBP 538,163,237; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM OF THE COMPANY S.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 13 AND IN SUBSTI TUTION FOR ALL EXISTING UNEXERCISED AUTHORITIES, THE AUTHORITY AND POWER CONFE RRED ON THE DIRECTORS BY ARTICLE 12(B) OF THE ARTICLE OF ASSOCIATION OF THE CO MPANY, TO ALLOT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 80,724,48 5 FOR CASH OTHERWISE THAN ON A PRO-RATA BASIS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ON 28 APR 2006 ; AND THE DIRE CTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUAN CE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.15 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 ON THE LONDON STOCK EXCHANGE OF UP TO 968,600,000 ORDINARY SHARES OF 25P EACH IN THE CAPITAL AND MAY HOLD SUCH SHARES AS TREASURY SHARES, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FO R SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE AGM OF THE COMPANY IN 2006 OR 18 MONTHS ; THE COMPANY, BEFORE THE EXP IRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXEC UTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- BASF AG, LUDWIGSHAFEN/RHEIN OGM Meeting Date: 04/28/2005 Issuer: D06216101 ISIN: DE0005151005 BLOCKING SEDOL: 0067737, 0083142, 4082833, 4083483, 4083654, 4083665, 4083676, 4611185, 86588, 5086599, 6072036 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 918,748,697 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 1.70 PER SHARE EUR 5,270,697 SHALL BE CARR IED FORWARD EX-DIVIDEND AND PAYABLE DATE: 29 APR 2005 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 5. APPOINT DELOITTE + TOUCHE GMBH AS THE AUDITORS Management FOR THE FY 2005 AM MAIN AS THE AUDITORS FOR THE YEAR 2005 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10 % OF ITS SHARE CAPITAL , AT A PRICE NEITHER MORE THAN 25% BELOW THE MARKET PRICE OF THE SHARES IF THE Y ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 10% ABOVE THE MARKET PRICE IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 27 OCT 2006; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES AND TO US E THE SHARES WITHIN THE SCOPE OF THE COMPANY S STOCK OPTION PLANS OR FOR ACQUI SITION PURPOSES 7. GRANT AUTHORITY TO ACQUIRE OWN SHARES USING Management DERIVATIVE FINANCIAL INSTRUMENTS WITHIN THE SCOPE OF RESOLUTION 6 OF THIS AGENDA; AUTHORIZE THE COMPANY TO USE PUT AND CALL OPTIONS FOR THE REPURCHASE OF OWN SHARES; THE PRICE PAID AND RECE IVED FOR SUCH OPTIONS SHALL NOT DEVIATE FROM THEIR THEORETICAL MARKET VALUE, THE PRICE PAID FOR OWN SHARES SHALL CORRESPOND TO THE STRIKE PRICE AGREED UPON IN THE FINANCIAL INSTRUMENT 8. AMEND THE ARTICLES OF ASSOCIATION, IN CONNECTION Management WITH THE LAW ON CORPORATE INT EGRITY AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF THE SHAR EHOLDERS MEETINGS UM AG , AS FOLLOWS: SECTION 15, REGARDING: THE NOTICE OF T HE SHAREHOLDERS MEETING BEING PUBLISHED NO LATER THAN 30 DAYS PRIOR TO THE DA Y BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS M EETING; AND SHAREHOLDERS INTENDING TO ATTEND THE SHARE HOLDERS MEETING BEING O BLIGED TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A P ROOF, WRITTEN OR VIA FAX IN GERMAN OR ENGLISH , OF THEIR ENTITLEMENT TO ATTE ND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. * PLEASE NOTE THAT THIS AGENDA IS AVAILABLE IN Non-Voting ENGLISH AND GERMAN. THANK YOU * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- BBA GROUP PLC AGM Meeting Date: 04/28/2005 Issuer: G08932116 ISIN: GB0000677483 SEDOL: 0067748 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For OF THE COMPANY FOR THE YE 3 1 DEC 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 7.95P PER SHARE ON Management For THE ORDINARY SHARES OF THE COMP ANY 3. RE-ELECT MR. ROQUES AS A DIRECTOR Management For 4. RE-ELECT MR. ROUGH AS A DIRECTOR Management For 5. RE-ELECT MR. VAN ALLEN AS A DIRECTOR Management For 6. RE-ELECT MR. HARPER AS A DIRECTOR Management For 7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS REMUNERATION Management For 9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 37,595,902; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 30 JUN 20 06 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH PURSUANT TO RESOLUTION 9 OR AS A SALE OF TREASURY SHARES, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) O F THE ACT , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SEC URITIES A) IN CONNECTION WITH OR PURSUANT TO AN OFFER BY WAY OF RIGHTS TO THE HOLDERS OF SHARES IN THE COMPANY AND OTHER PERSONS TO SUCH HOLDERS HOLDINGS O F SUCH SHARES; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,645,030; AUT HORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 30 JUN 2006 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, SUBJECT TO THE APPROVAL Management For OF THE HOLDERS OF 6.75% CUMULAT IVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES AND FOR THE PURPOSES OF SECTION 1 66 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 67,695,205 ORDINARY SHARES 14.99% OF THE ISSUED SHARE CAPITAL OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDO N STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DA TE OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WH ICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For 166 OF THE COMPANIES ACT 19 85, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT ON THE LONDON STOCK EXCH ANGE OF UP TO 8,394,508 14.99% OF THE ISSUED SHARE CAPITAL CUMULATIVE REDEEM ABLE CONVERTIBLE PREFERENCE SHARES OF 6.75% CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY CONVERTIBLE PRE FERENCE SHARES , AT A MINIMUM PRICE OF GBP 1.00 AND NOT MORE THAN 5% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE D AILY OFFICIAL LIST, FOR THE 10 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM IN 2006 ; THE COMPANY, BEFORE T HE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY B E EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 13. APPROVE THE DIRECTORS REMUNERATION REPORT Management For - ----------------------------------------------------------------------------------------------------------------------------- BOUYGUES, GUYANCOURT MIX Meeting Date: 04/28/2005 Issuer: F11487125 ISIN: FR0000120503 BLOCKING SEDOL: 2696612, 4002121, 4067528, 4115159, 7164028 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS SHOWING A NET PROFIT OF EUR 585,890,337.74 AND THE BALANCE SHEET FOR THE YE 31 DEC 2004; AND GRANT P ERMANENT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management CHAIRMAN AND THE STATUTORY AUDI TORS AND THE FINANCIAL REPORT OF THE BOARD OF DIRECTORS AND APPROVE THE CONSOL IDATED FINANCIAL STATEMENTS SHOWING A NET PROFIT OF EUR 858,113,000.00 FOR T HE SAID FY O.3 APPROVE TO APPROPRIATE THE DISTRIBUTABLE PROFITS Management OF EUR 628,343,867.62 AS FOLL OWS: SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: EUR 2,871,169.00; OTHER RESER VES: EUR 100,000,000.00; DISTRIBUTION REFERRING TO THE FIRST NET DIVIDEND: EUR 16,637,931.20 EUR 0.05 NET PER SHARE OR INVESTMENT CERTIFICATE ; DISTRIBUTIO N REFERRING TO THE ADDITIONAL DIVIDEND: EUR 232,931,036.80 EUR 0.70 NET PER S HARE OR INVESTMENT CERTIFICATE ; CARRY FORWARD ACCOUNT: EUR: 275,903,730.62; T HE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.75 PER SHARE AND PER INVE STMENT CERTIFICATE; THIS DIVIDEND WILL BE PAID ON 04 MAY 2005 O.4 APPROVE THAT AN AMOUNT OF EUR 200,000,000.00 Management CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO THE ACCOUNT ENTITLED O THER RESERVES; CONSEQUENTLY, THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS AC COUNT WILL AMOUNT TO EUR 183,615,274.88; GRANT ALL POWERS TO THE BOARD OF DIRE CTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management ROUGER AS A DIRECTOR FOR A P ERIOD OF 3 YEARS, PROVIDED THAT RESOLUTION O.23 IS APPROVED O.7 APPOINT MR. THIERRY JOURDAINE AS A DIRECTOR MEMBER Management OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT TRUSTS OWNING SOME COMPANY S SHARES FOR A PERIOD OF 2 Y EARS O.8 APPOINT MR. JEAN-MICHEL GRAS AS A DIRECTOR MEMBER Management OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT TRUSTS OWNING SOME COMPANY S SHARES, FOR A PERIOD OF 2 Y EARS O.9 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES IN THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 60.00 PE R SHARE OR PER INVESTMENT CERTIFICATE; MINIMUM SALE PRICE: EUR 25.00 PER SHARE OR PER INVESTMENT CERTIFICATE; THE MAXIMUM NUMBER OF SHARES TO BE TRADED SHAL L NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MON THS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT O.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTI ON RIGHT, THE SHARE CAPITAL BY WAY OF ISSUING COMPANY S ORDINARY SHARES OR SEC URITIES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY OR OF ANOTHER COMPANY CONTROLLED MORE THAN 50% BY IT; THE MAXIMUM SHARE CAPITAL INCREASE IN CASH TO BE ISSUED SHALL NOT EXCEED EUR 150,000,000.00; THE MAXIMUM NOMINAL AMOUNT OF D EBT SECURITIES TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES, FOR TH E FRACTION UNUSED, ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; GRANT A LL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARE S OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES FOR THE FRACTION U NUSED ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RI GHT, THE SHARE CAPITAL BY WAY OF ISSUING COMPANY S ORDINARY SHARES OR SECURITI ES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY OR OF ANOTHER COMPANY CONTR OLLED MORE THAN 50% BY IT; THE MAXIMUM SHARE CAPITAL INCREASE TO BE ISSUED SHA LL NOT EXCEED EUR 150,000,000.00; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIE S TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES AT TH E END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES, FOR THE FRACTION UN USED, ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management COMPANY S SHARES TO BE ISSUED, IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT SHAREHOLDERS PREFERENTIAL S UBSCRIPTION RIGHTS, THE TOTAL NUMBER OF SHARES NOT EXCEEDING 15% OF THE SHARES INITIALLY ISSUED; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.14 AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE PRICE Management OF ISSUE BY WAY OF PUBLIC SA VING OFFER, BY WAY OF ISSUING, WITHOUT THE PREFERENTIAL REGISTRATIONS PRESCRIB ED BY LAW, SHARES OR SECURITIES TO BE ISSUED GIVING ACCESS TO THE SHARE CAPITA L NOT EXCEEDING 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND A CCOMPLISH ALL NECESSARY FORMALITIES O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT OF 10% OF THE SHARE CAPITAL IN ORDER IN CONSIDERATION FOR CONTRIB UTIONS IN KIND COMPOSED OF EQUITY SHARES SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES FOR THE FRACTION UNUSED THEREOF, ALL EARLIER AUTHORIZATION TO THE SAME EFFECT ; AUTHORIZE THE BOARD OF DIRECTORS TAKE ALL NECESSARY MEASURE AND ACCOMPLISH A LL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL, WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AUTHOR ITY EXPIRES AT END OF 26 MONTHS AND SUPERSEDES FOR THE FRACTION UNUSED THEREO F, ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT IES O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES OR OF ITS SUBSIDIARIES EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AU THORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT NOT EXCEEDING 10% O F THE SHARE CAPITAL; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY ME ASURES AND ALL NECESSARY FORMALITIES; THIS DELEGATION OF POWERS SUPERSEDES FOR THE FRACTION UNUSED THEREOF, ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFE CT O.18 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management CONSEQUENTLY TO SECURITIES IS SUED BY ONE OF BOUYGUES SUBSIDIARIES; THE SAID SECURITIES GIVING ACCESS TO OR DINARY SHARES OF THE COMPANY; THE CEILING OF THE NOMINAL AMOUNT IS SIMILAR TO THE ONE REFERRED TO IN RESOLUTION NUMBER O.12 AND SHALL COUNT AGAINST THE OVER ALL VALUE SET FORTH IN RESOLUTION NUMBER O.10. AUTHORITY EXPIRES AT THE END O F 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES, FOR THE FRACTION UNUSED TH EREOF, ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF D TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.19 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management IN ONE OR MORE TRANSACTION S, THE COMPANY S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, THE TOTAL NUMBER OF SHARES NOT EXCEEDING 10% OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 M ONTHS ; IT CANCELS AND REPLACES, FOR THE FRACTION UNUSED THEREOF, ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE AL L NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.20 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management ONE OR MORE TRANSACTIONS, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, OPTIONS G IVING THE RIGHT ETHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, THE NUMBER OF SHARES NOT EXCEEDING THE LEGAL LIMITS; AUTHORITY E XPIRES AT THE END OF 26 MONTHS ; IT CANCE1S AND REPLACES, FOR THE FRACTION UNU SED THEREOF, ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT; AUTHORIZE THE BOAR D OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES O.21 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, SECURITIES REPRESENTING DEBT GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES, BY A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000.00; AUTHORITY E XPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS T O TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.22 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL IN ONE OR MORE TR ANSACTIONS, BY CANCELLING THE SHARES HELD BY THE COMPANY, PROVIDED THAT THE TO TAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAP ITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THIS DELEGATION OF POWERS S UPERCEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE THE BO ARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY F ORMALITIES O.23 AMEND THE 3 FOLLOWING ARTICLES OF ASSOCIATION: Management ARTICLE NUMBER 7 ENTITLED SHARE CAPITAL; ARTICLE NUMBER 8.2 ENTITLED IDENTIFICATION OF SHAREHOLDERS; ARTICLE NUMBER 13.2 RELATING TO THE DIRECTORS TERMS OF OFFICE O.24 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE. IN Management ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, PREFERENTIAL SHARES WITH NO VOTING RIGHT AND WITH THE SAME RIGH TS AS INVESTMENT CERTIFICATES, PROVIDED THE MAXIMUM NOMINAL AMOUNT SHALL NOT E XCEED EUR 10,000,000.00; DEBT INSTRUMENTS SHALL NOT EXCEED A MAXIMUM NOMINAL A MOUNT OF EUR 10,000.000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EF FECT; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY FORMALITIES O.25 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL FORMALITIES, FILINGS AND GENERAL MEETING PROXY SERVIC ES - ----------------------------------------------------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC AGM Meeting Date: 04/28/2005 Issuer: G1510J102 ISIN: GB0002875804 SEDOL: 0287580, 5617278 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 29.2P PER ORDINARY Management For SHARE IN RESPECT OF THE YE 31 D EC 2004 PAYABLE ON 04 MAY 2005 TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 11 MAR 2005 4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For COMPANY S AUDITORS 5. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For REMUNERATION 6.a RE-APPOINT MR. KENNETH CLARKE AS A DIRECTOR Management For 6.b RE-APPOINT MR. PAUL RAYNER AS A DIRECTOR Management For 6.c RE-APPOINT MR. THYS VISSER AS A DIRECTOR Management For 7.a RE-APPOINT MR. PIET BEYERS AS A DIRECTOR Management For 7.b RE-APPOINT MR. ROBERT LERWILL AS A DIRECTOR Management For 7.c RE-APPOINT SIR NICHOLAS SCHEELE AS A DIRECTOR Management For 8. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECTION 80(2) OF THE COMPANIES ACT 1985 UP TO AN AGGR EGATE NOMINAL AMOUNT OF GBP 178,421,446; AUTHORITY SHALL EXPIRE AT THE CONCL USION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY MAKE ALLOTMENTS D URING THE RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95(1) OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH DISAPPLYING THE ST ATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITE D TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE OFFERING IN FAVOR OF ORDINARY SHAREHOLDERS OF 25P EACH OF THE COMPANY; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 26,76 3,216; AUTHORITY EXPIRE UPON THE EXPIRY OF THE GENERAL AUTHORITY CONFERRED BY RESOLUTION 8 ; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC H EXPIRY S.10 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 214.1 MILLION ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND NOT MORE THAN 105% OF THE AVERA GE OF THE MIDDLE MARKET PRICES SHOWN IN THE QUOTATIONS FOR AN ORDINARY SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSIN ESS DAYS IMMEDIATELY PRECEDING THE DATE OF PURCHASE; AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT 19 85 THE ACT TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU PO LITICAL EXPENDITURE IN EACH CASE AS DEFINED IN SECTION 347A OF THE ACT PROVI DED THAT: I) THE AMOUNT DONATED TO EU POLITICAL ORGANIZATIONS DURING THE SPECI FIED PERIOD SHALL NOT EXCEED GBP 1,000,000 IN TOTAL; II) THE AMOUNT OF EU POLI TICAL EXPENDITURE INCURRED DURING SPECIFIED PERIOD SHALL NOT EXCEED GBP 1,000, 000 IN TOTAL; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE AGM OF THE COMP ANY TO BE HELD IN 2009 OR 28 APR 2009 12. AMEND THE RULES OF THE BRITISH AMERICAN TOBACCO Management For LONG TERM INCENTIVE PLAN THE LTIP RULES ; AND AUTHORIZE THE DIRECTORS TO TAKE SUCH ACTIONS AS MAY BE NECESS ARY OR DESIRABLE TO MAKE THE LTIP AMENDMENTS - ----------------------------------------------------------------------------------------------------------------------------- BULGARI SPA, ROMA MIX Meeting Date: 04/28/2005 Issuer: T23079113 ISIN: IT0001119087 BLOCKING SEDOL: 5256477, 5379921 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- A.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004, BOARD OF DIRECTORS REPORT ON MANAGEMENT ACTIVITY INTERNAL AND EXTERNAL AUDITORS REPORT NET PROFIT DISTR IBUTION, CONSOLIDATED BALANCE SHEET REPORT AS OF 31 DEC 2004 RESOLUTIONS RELAT ED THERE TO A.2 GRANT AUTHORIZATION TO BUY AND SELL OWN SHARES Management EVENTUALLY THROUGH FINANCIAL IN STRUMENTS PUT AND CALL OPTIONS RESOLUTIONS RELATED THERETO A.3 APPOINT INTERNAL AUDITORS FOR FY 2005, 2006 AND Management 2007 AND STATE THEIR EMOLUMENT S A.4 APPROVE THE ANNUAL DISCLOSURE ON THE COMPANY Management MANAGEMENT SYSTEM E.1 APPROVE TO INCREASE THE STOCK CAPITAL, IN ONE Management OR MORE INSTALLMENTS, BY ISSUING A MAXIMUM AMOUNT OF EUR 1,800,000 NEW ORDINARY SHARES FACE VALUE EUR 0.07 T O BE RESERVED, AS PER ARTICLE 2441, COMMA 5 OF THE ITALIAN CIVIL CODE, TO DIR ECTOR MR. FRANCESCO TRAPANI; AUTHORIZE THE DIRECTORS TO EXECUTE IN ONE OR MORE INSTALLMENTS, THE CAPITAL INCREASE * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 02 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELL ED. THANK YOU * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN THE NUMBERING OF RESOLUTI ONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F ORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- CAPITA GROUP PLC AGM Meeting Date: 04/28/2005 Issuer: G1846J107 ISIN: GB0001734747 SEDOL: 0173474, 5928011 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS THEREON FOR THE YE 31 DEC 2004 2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For REPORT FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 3.6P PER ORDINARY Management For SHARE OF THE COMPANY 4. RE-ELECT MR. PAUL PINDAR AS A DIRECTOR Management For 5. RE-ELECT MR. PADDY DOYLE AS A DIRECTOR Management For 6. RE-ELECT MS. MARTINA KING AS A DIRECTOR Management For 7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY 8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF ERNST & YOUNG LLP 9. APPROVE THE 2005 DEFERRED ANNUAL BONUS PLAN, Management For COMPRISING THE RULES AND THE ANCI LLARY DOCUMENTS AND AUTHORIZE THE DIRECTORS TO DO ALL OTHER ACTS AND THINGS WH ICH THEY MAY CONSIDER NECESSARY OR EXPEDIENT TO CARRY THE SAME IN TO EFFECT 10. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 1 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 4,379,478; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EX PIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR T O SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 2 FOR CASH PURSUANT TO THE AUTHORITY CON FERRED BY RESOLUTION 10 ABOVE, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS S ECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS I N FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 670,837; AUTHORITY EXPIRES UPON THE EXPIRY OF THE GENERAL AUTHORITY CONFE RRED BY RESOLUTION 10 ; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIO R TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For CONTAINED IN THE ARTICLES O F ASSOCIATION OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 66,355,727 ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF THAT IS THE NOMINAL PRICE AND AM AMOUNT EQUAL T O 105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; ALL SHA RES PURCHASED, PURSUANT TO THIS AUTHORITY CONFERRED BY THIS RESOLUTION 12 SHAL L EITHER BE : (I) CANCELLED IMMEDIATELY ON THE COMPLETION OF THE PURCHASE, OR (II) BE HELD, SOLD, TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT; AUTHORITY EXPIRES THE EA RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS ; THE COMP ANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- CHARTERED SEMICONDUCTOR MANUFACTURING LTD AGM Meeting Date: 04/28/2005 Issuer: Y1297M104 ISIN: SG1H23874727 SEDOL: 5913482, 6180917 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For THE YE 31 DEC 2004, INCLUDING TH E REPORTS OF THE DIRECTORS AND THE AUDITORS 2.a.1 RE-ELECT MR. CHIA SONG HWEE AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO ARTICLE 94 OF THE COMPANY S ARTICLES OF ASSOCIATION 2.a.2 RE-ELECT MR. TSUGIO MAKIMOTO AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO ARTICLE 94 OF THE COMPANY S ARTICLES OF ASSOCIATION 2.b APPROVE TO RECORD THE RETIREMENT OF MR. LIM MING Management For SEONG, A DIRECTOR RETIRING PU RSUANT TO ARTICLE 94 OF THE COMPANY S ARTICLES OF ASSOCIATION 3.a RE-APPOINT MR. CHARLES E. THOMPSON AS A DIRECTOR Management For OF THE COMPANY UNTIL THE NEXT AGM OF THE COMPANY, PURSUANT TO SECTION 153(8) OF THE COMPANIES ACT, CHAPTER 50 3.b RE-APPOINT MR. ROBERT E. LA BLANC AS A DIRECTOR Management For OF THE COMPANY UNTIL THE NEXT AGM OF THE COMPANY, PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 5 0 4. RE-APPOINT KPMG AS THE COMPANY S AUDITORS AND Management For AUTHORIZE THE DIRECTORS TO FIX T HEIR REMUNERATION 5. APPROVE THE DIRECTORS FEES OF SGD 459,334 FOR Management For THE YE 31 DEC 2004 6. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For OF THE COMPANY FROM SGD 800,0 00,000.54 DIVIDED IN TO 3,076,923,079 ORDINARY SHARES OF SGD 0.26 EACH TO SGD 1,200,000,000.68 DIVIDED IN TO 4,615,384,618 ORDINARY SHARES OF SGD 0.26 EACH 7.a AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE SHARES IN THE CAPITAL OF THE COMPANY TO ANY PERSON ON SUCH TERMS AND CONDITIONS AND WITH SUCH RIGHTS OR RESTRICTIONS AS THEY MAY THI NK FIT TO IMPOSE; AUTHORITY EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS R EQUIRED BY LAW TO BE HELD 7.b AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO: I) AA) CREATE AND ISSUE SECURITIES INCLUDING, WITHOUT LIMITATION, WA RRANTS OR OPTIONS TO SUBSCRIBE FOR NEW SHARES OF THE COMPANY NEW SHARES OR T O PURCHASE FROM THE COMPANY OTHER SECURITIES ISSUED OR TO BE ISSUED BY THE COM PANY, DEBT SECURITIES AND SECURITIES WHICH ARE CONVERTIBLE INTO, EXCHANGEABLE FOR, OR EXCHANGEABLE FOR, NEW SHARES OR OTHER SECURITIES ISSUED OR TO BE ISSUE D BY THE COMPANY TO ANY PERSON OR PERSONS AND ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY THINK FIT TO IMPOSE; BB) CREATE AND ISSUE ANY FURTHER SECURI TIES FURTHER SECURITIES AS MAY BE REQUIRED OR PERMITTED TO BE ISSUED IN ACCO RDANCE WITH THE TERMS AND CONDITIONS OF THE SECURITIES; AND CC) MAKE, ENTER IN TO AND/OR ISSUE OFFERS, AGREEMENTS, OPTIONS. UNDERTAKINGS, GUARANTEES AND/OR I NDEMNITIES TOGETHER REFERRED TO AS AGREEMENTS WHICH WOULD OR MIGHT REQUIRE T HE ISSUE OF NEW SHARES OR OTHER SECURITIES BY THE COMPANY WITH ANY PERSON OR P ERSONS AND ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY THINK FIT TO IMPO SE; II) ALLOT AND ISSUE FROM TIME TO TIME: AA) SUCH NUMBER OF NEW SHARES AS MA Y BE REQUIRED OR PERMITTED TO BE ALLOTTED OR ISSUED ON THE CONVERSION, EXCHANG E OR EXERCISE OF THE SECURITIES, OR ANY OF THEM, TO THE HOLDERS OF SUCH SECURI TIES ON THE CONVERSION, EXCHANGE OR EXERCISE THEREOF, SUBJECT TO AND OTHERWISE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE SECURITIES; BB) ON THE SAM E BASIS AS PARAGRAPH (II) (AA) ABOVE, SUCH FURTHER NEW SHARES AS MAY BE REQUIR ED TO BE ALLOTTED AND ISSUED ON THE CONVERSION, EXCHANGE OR EXERCISE OF ANY OF THE FURTHER SECURITIES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE FUR THER SECURITIES; AND CC) SUCH NUMBER OF NEW SHARES AS MAY BE REQUIRED OR PERMI TTED TO BE ALLOTTED OR ISSUED PURSUANT TO AND OTHERWISE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENTS; AND III) TAKE SUCH STEPS, MAKE SUCH A MENDMENTS TO THE TERMS AND CONDITIONS OF THE SECURITIES, THE FURTHER SECURITIE S AND THE AGREEMENTS AND ANY OF THEM, AND EXERCISE SUCH DISCRETION AS THE DIRE CTORS MAY FROM TIME TO TIME DEEM FIT, ADVISABLE OR NECESSARY IN CONNECTION WIT H ALL OR ANY OF THE ABOVE MATTERS 7.c AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE 1999 OPTION PLAN, AS AMENDED AND RESTATED, AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE 1999 OPTION PLAN, AS AMENDED AND RESTATED 7.d AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER AND GRANT RIGHTS TO PURCHASE SHARES IN THE CAPITAL OF THE COMPAN Y IN ACCORDANCE WITH THE PROVISIONS OF THE CHARTERED ESPP 2004, AND TO ALLOT A ND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF RIGHTS TO PURCHAS E SHARES IN THE CAPITAL OF THE COMPANY UNDER THE CHARTERED ESPP 2004 7.e AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, TO OFFER AND GRANT RIGHTS TO PURCHASE SHARES IN THE CAPITAL OF THE COMPAN Y IN ACCORDANCE WITH THE PROVISIONS OF THE SMP ESPP 2004 AND TO ALLOT AND ISSU E FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF RIGHTS TO PURCHASE SHARE S IN THE CAPITAL OF THE COMPANY UNDER THE SMP ESPP 2004 8. TRANSACT ANY OTHER BUSINESS Other Against - ----------------------------------------------------------------------------------------------------------------------------- CLP HOLDINGS LTD AGM Meeting Date: 04/28/2005 Issuer: Y1660Q104 ISIN: HK0002007356 SEDOL: 5544978, 6097017, B01XXD1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For THE REPORTS OF HE DIRECTORS AND T HE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND AND A SPECIAL FINAL DIVIDEND Management For 3.1 RE-ELECT MR. ANDREW CLIFFORD WINAWER BRANDLER Management For AS A DIRECTOR, WHO RETIRES BY RO TATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.2 RE-ELECT DR. THE HON. MICHAEL DAVID KADOORIE Management For AS A DIRECTOR, WHO RETIRES BY ROT ATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.4 RE-ELECT THE HON. SIR CHUNG SZE YUEN AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.5 RE-ELECT MR. JOHN ANDREW HARRY LEIGH AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.6 RE-ELECT MR. KAN MAN LOK AS A DIRECTOR, WHO RETIRES Management For BY ROTATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.7 RE-ELECT MR. PAUL AS A DIRECTOR, WHO RETIRES Management For BY ROTATION PURSUANT TO HE COMPAN Y S ARTICLES OF ASSOCIATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5. APPROVE THAT THE NON-EXECUTIVE DIRECTORS IN OFFICE Management For AT THE DATED OF THIS RESOLU TION SHALL BE APPOINTED FOR A TERM DETERMINED BY THE BOARD BEING A TERM OF NOT MORE THAN 4 YEARS, STARTING FROM THE DATE OF THEIR MOST RECENT ELECTION OR RE -ELECTION AS THE CASE MAY BE BY SHAREHOLDERS; PROVIDED THAT THIS TERM SHALL END IN ANY EVENT ON EITHER: A) THE DATE OF THE 3 AGM AFTER THE DATE OF SUCH EL ECTION OR REELECTION; OR B) THAT DATE ON WHICH THE DIRECTORS CONCERNED SHALL R ETIRE BY ROTATION S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For BY DELETING A WORD IN ARTICLE 103 AND SUBSTITUTING WITH A NEW ONE 7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS, INCLUDING WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEED ING 5% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS OF TH E COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY OPTION SCH EME OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND SCHEME OR SIMILAR ARRAN GEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR TH E EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 8. AUTHORIZE THE DIRECTORS TO PURCHASE OR ACQUIRE Management For SHARES OF HKD 5.00 EACH IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANC E WITH ALL APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH T HE NEXT AGM IS TO BE HELD BY LAW 9. APPROVE THAT CONDITIONAL UPON THE PASSING OF Management For RESOLUTION 7 AND 8 SET OUT IN THE NOTICE CONVENING THIS MEETING THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHIC H ARE PURCHASED OR OTHERWISE ACQUIRED BY THE COMPANY PURSUANT TO RESOLUTION 8 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSU ED PURSUANT TO RESOLUTION 7 - ----------------------------------------------------------------------------------------------------------------------------- CLP HOLDINGS LTD AGM Meeting Date: 04/28/2005 Issuer: Y1660Q104 ISIN: HK0002007356 SEDOL: 5544978, 6097017, B01XXD1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED ACCOUNTS AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2.a DECLARE A FINAL DIVIDEND AND A SPECIAL FINAL Management For DIVIDEND OF HKD 0.73 PER SHARE 2.b DECLARE A SPECIAL FINAL DIVIDEND OF HKD 0.15 Management For PER SHARE 3.a RE-ELECT MR. ANDREW CLIFFORD WINAWER BRANDLER Management For AS A DIRECTOR, WHO RETIRES BY RO TATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.b RE-ELECT DR. THE HON. MICHAEL DAVID KADOORIE Management For AS A DIRECTOR, WHO RETIRES BY ROT ATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.c RE-ELECT THE HON. SIR CHUNG SZE YUEN AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.d RE-ELECT MR. JOHN ANDREW HARRY LEIGH AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PU RSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 3.e RE-ELECT MR. KAN MAN LOK AS A DIRECTOR, WHO RETIRES Management For BY ROTATION PURSUANT TO HE COMPANY S ARTICLES OF ASSOCIATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5. APPROVE THAT THE NON-EXECUTIVE DIRECTORS IN OFFICE Management For AT THE DATED OF THIS RESOLU TION SHALL BE APPOINTED FOR A TERM DETERMINED BY THE BOARD BEING A TERM OF NOT MORE THAN 4 YEARS, STARTING FROM THE DATE OF THEIR MOST RECENT ELECTION OR RE -ELECTION AS THE CASE MAY BE BY SHAREHOLDERS; PROVIDED THAT THIS TERM SHALL END IN ANY EVENT ON EITHER: A) THE DATE OF THE 3 AGM AFTER THE DATE OF SUCH EL ECTION OR REELECTION; OR B) THAT DATE ON WHICH THE DIRECTORS CONCERNED SHALL R ETIRE BY ROTATION S.6 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For BY DELETING A WORD IN ARTICLE 103 AND SUBSTITUTING WITH A NEW ONE 7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS, INCLUDING WARRANTS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEED ING 5% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS OF TH E COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY OPTION SCH EME OR SIMILAR ARRANGEMENT; OR III) ANY SCRIP DIVIDEND SCHEME OR SIMILAR ARRAN GEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR TH E EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 8. AUTHORIZE THE DIRECTORS TO PURCHASE OR ACQUIRE Management Against SHARES OF HKD 5.00 EACH IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANC E WITH ALL APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH T HE NEXT AGM IS TO BE HELD BY LAW 9. APPROVE THAT CONDITIONAL UPON THE PASSING OF Management For RESOLUTION 7 AND 8 SET OUT IN THE NOTICE CONVENING THIS MEETING THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHIC H ARE PURCHASED OR OTHERWISE ACQUIRED BY THE COMPANY PURSUANT TO RESOLUTION 8 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSU ED PURSUANT TO RESOLUTION 7 * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal 225998 DUE TO CHANGE IN THE A GENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- EXEL PLC AGM Meeting Date: 04/28/2005 Issuer: G3242Y100 ISIN: GB0004486881 SEDOL: 0448688, 4225456 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED ACCOUNTS FOR THE YE 31 DEC Management For 2004, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 20.7P PER ORDINARY Management For SHARE 4. ELECT MR. JOHN PATTULLO AS A DIRECTOR Management For 5. RE-ELECT MR. JOHN COGHLAN AS A DIRECTOR Management For 6. RE-ELECT MR. JEAN-CLAUDE GUEZ AS A DIRECTOR Management For 7. RE-ELECT MR. NIGEL RICH AS A DIRECTOR Management For 8. REAPPOINT ERNST & YOUNG LLP AS THE AUDITORS OF Management For THE COMPANY AND AUTHORIZE THE B OARD TO AGREE THEIR REMUNERATION 9. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For SECTION 80 OF THE COMPA NIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 23,752,000 28% OF THE FACE VALUE OF THE ISSUED ORDINARY SHARE CAPITAL AS AT 03 MAR 2005 ; AUTHORI TY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND THE DIRECTORS TO ALLOT RELE VANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFF ER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9, TO ALLOT EQUI TY SECURITIES SECTION 94 OF THE ACT FOR CASH, FREE OF THE RESTRICTION IN SE CTION 89(1) OF THE ACT WHICH WOULD REQUIRE THE STATUTORY PRE-EMPTION RIGHTS, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 4,145,000 5% OF THE ISSUED SHARE CAP ITAL ; B) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUC H AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For 166 OF THE ACT,, TO MAKE MA RKET PURCHASES OF ITS OWN SHARES OF UP TO 29,849,000 ORDINARY SHARES REPRESENT ING APPROXIMATELY 10% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 03 MAR 2005 OF, AT A MINIMUM PRICE OF 27 7/9 P AND NOT MORE THAN 5% ABOVE THE AVE RAGE OF THE MIDDLE MARKET PRICE OF AN ORDINARY SHARE, TAKEN FROM THE DAILY OFF ICIAL LIST PUBLISHED BY THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINES S DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM ; AND THE COMPANY , BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WIL L OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 12. APPROVE THE RULES OF THE EXEL LONG TERM INCENTIVE Management For PLAN 2005 AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AS NECESSARY TO GIVE EFFECT TO THIS APPROVAL AND TO ESTABLISH FURTHER PLANS FOR THE BENEFIT OF EMPLOYEES OUTSIDE OF THE UK, BA SED ON THE EXEL LONG TERM INCENTIVE PLAN 2005 OR SCHEDULES THERETO BUT MODIF IED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAW IN OVERSE AS TERRITORIES PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH PLANS ARE TR EATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION C ONTAINED IN THE PLAN 13. APPROVE THE RULES OF THE EXEL SHARE MATCHING Management For PLAN 2005 AND AUTHORIZE THE DIREC TORS TO DO ALL SUCH ACTS AS NECESSARY TO GIVE EFFECT TO THIS APPROVAL AND TO E STABLISH FURTHER PLANS FOR THE BENEFIT OF EMPLOYEES OUTSIDE OF THE UK, BASED O N THE EXEL SHARE MATCHING PLAN 2005 OR SCHEDULES HERETO , BUT MODIFIED TO TAK E ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAW IN OVERSEAS TERRITO RIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH PLANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION CONTAINED IN THE PLAN - ----------------------------------------------------------------------------------------------------------------------------- HAW PAR CORPORATION LTD AGM Meeting Date: 04/28/2005 Issuer: V42666103 ISIN: SG1D25001158 SEDOL: 0415187, 6415460, 6415523 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND AUDITED FINANCIAL STATEMENTS FOR THE FYE 31 DEC 2004 AND THE AUDITORS REPORT THEREON 2. DECLARE A SECOND AND FINAL TAX-EXEMPT ONE-TIER Management For DIVIDEND OF 11 CENTS OR 11% PER SHARE FOR THE FYE 31 DEC 2004 3. RE-APPOINT MR. LIM KEE MING AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO SECTION 153 (6) OF THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY 4. RE-APPOINT MR. WEE CHO YAW AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO SECTION 153( 6) OF THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY 5. RE-APPOINT DR. LEE SUAN YEW AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO SECTION 153 (6) OF THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM OF THE COMPANY 6. RE-ELECT MR. SAT PAL KHATTAR AS A DIRECTOR, WHO Management For RETIRES BY ROTATION PURSUANT T O ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. WEE EE LIM AS A DIRECTOR, WHO RETIRES Management For BY ROTATION PURSUANT TO ART ICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. RE-ELECT MR. HAN AH KUAN AS A DIRECTOR, WHO RETIRES Management For PURSUANT TO ARTICLE 103 OF THE COMPANY S ARTICLES OF ASSOCIATION 9. APPROVE THE DIRECTORS FEES OF SGD 227,000 FOR Management For THE FYE 31 DEC 2004 10. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM AND AUTHORISE THE DIRECTORS TO FIX THEIR REMUN ERATION 11. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, CHAPTER 50 TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE RULES OF HAW THE HAW PAR CORPORATION GROUP 2002 SHARE OPTION SCHEME 2002 SCHEME AND TO ALLOT AND ISS UE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED T O BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE 2002 SCHEME AND UNDE R THE HAW PAR CORPORATION GROUP EXECUTIVES SHARE OPTION SCHEME, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 12. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50 AND THE LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED , TO ISSUE SHARES IN THE COMPANY BY WAY OF RIGHTS, BONUS OR OTHERWISE , THE A GGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER TH AN ON A PRO-RATA BASIS TO THE MEMBERS OF THE COMPANY DOES NOT EXCEED 20% OF TH E ISSUED SHARE CAPITAL OF THE COMPANY AND FOR THE PURPOSES OF THIS RESOLUTION, THE ISSUED SHARE CAPITAL SHALL BE THE COMPANY S ISSUED SHARE CAPITAL AT THE T IME THIS RESOLUTION IS PASSED AFTER ADJUSTING FOR NEW SHARES ARISING FROM THE CONVERSION OF SHARE OPTIONS ON ISSUE AT THE TIME THIS RESOLUTION IS PASSED, AN D ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF THE COMPANY S SHARES - ----------------------------------------------------------------------------------------------------------------------------- JARDINE CYCLE & CARRIAGE LTD AGM Meeting Date: 04/28/2005 Issuer: Y43703100 ISIN: SG1B51001017 SEDOL: 2189941, 5667392, 6242260, B021XJ0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For YE 31 DEC 2004, TOGETHER WITH T HE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF USD Management Against 0.08 PER SHARE LESS INCOME TAX FOR THE YE 31 DEC 2004 AS RECOMMENDED BY THE DIRECTORS 3. APPROVE THE PAYMENT OF DIRECTORS FEES OF UP TO Management For SGD 576,000 FOR THE YE 31 DEC 2 005 4.a RE-ELECT MR. ANTHONY JOHN LIDDELL NIGHTINGALE Management Against AS A DIRECTOR, WHO RETIRES PURS UANT TO ARTICLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4.b RE-ELECT MR. ADAM PHILLIP CHARLES KESWICK AS Management For A DIRECTOR, WHO RETIRES PURSUANT TO ARTICLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4.c RE-ELECT MR. NEVILLE BARRY VENTER AS A DIRECTOR, Management For WHO RETIRES PURSUANT TO ARTI CLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 5.a RE-ELECT MR. DATUK AZLAN ZAINOL AS A DIRECTOR, Management For WHO RETIRES PURSUANT TO ARTICL E 99 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 5.b RE-ELECT MR. CHEAH KIM TECK AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO ARTICLE 99 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 6.a AUTHORIZE MR. ALAN YEO CHEE YEOW TO CONTINUE Management For TO ACT AS A DIRECTOR OF THE COMPA NY FROM THE DATE OF THIS AGM UNTIL THE NEXT AGM, PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50 6.b AUTHORIZE MR. BOON YOON CHIANG TO CONTINUE TO Management For ACT AS A DIRECTOR OF THE COMPANY FROM THE DATE OF THIS AGM UNTIL THE NEXT AGM, PURSUANT TO SECTION 153(6) OF T HE COMPANIES ACT, CHAPTER 50 6.c AUTHORIZE MR. OWEN PHILLIMORE HOWELL-PRICE TO Management Against CONTINUE TO ACT AS AN ALTERNATE DIRECTOR TO MR. ANTHONY JOHN LIDDELL NIGHTINGALE FROM THE DATE OF THIS AGM UNT IL THE NEXT AGM, PURSUANT TO SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50 7. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 8. TRANSACT ANY OTHER BUSINESS Other Against 9.a AUTHORIZE THE DIRECTORS OF THE COMPANY TO: (A) Management For I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR I I) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, INSTRUMENTS) THA T MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE I NTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOS ES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY T HE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROVIDED THAT: 1) THE AGGREGA TE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RES OLUTION DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WH ICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY; 2) SUBJECT TO SUCH MANNER OF CALCU LATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMIT ED AND FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER THIS RESOLUTIONS, THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE TIME OF THE PASSIN G OF THIS RESOLUTION, AFTER ADJUSTING FOR: A) NEW SHARES ARISING FROM THE CONV ERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING O F SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME OF THE PASSING OF THIS RESOLUTION; AND B) ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHAR ES; 3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY S HALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SINGAPORE EXCHANG E SECURITIES TRADING LIMITED FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIAN CE HAS BEEN WAIVED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED AND T HE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AND AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DAT E BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 9.b AUTHORIZE THE DIRECTORS OF THE COMPANY, FOR THE Management For PURPOSES OF SECTIONS 76C AND 7 6E OF THE COMPANIES ACT, CHAPTER 50 ACT , TO PURCHASE OR OTHERWISE ACQUIRE IS SUED ORDINARY SHARES OF SGD 1.00 EACH IN THE CAPITAL OF THE COMPANY SHARES N OT EXCEEDING IN AGGREGATE OF 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE C OMPANY AS AT THE DATE OF THE PASSING OF THIS RESOLUTION, AT SUCH PRICE OR PRIC ES AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME UP TO THE AMOUNT E XCLUDING BROKERAGE, STAMP DUTIES, APPLICABLE GOODS AND SERVICES TAX AND OTHER RELATED EXPENSES NOT EXCEEDING: WHETHER BY WAY OF: I) 105% OF THE AVERAGE OF THE CLOSING MARKET PRICES OF A SHARE OVER THE LAST FIVE (5) MARKET DAYS ON WHI CH TRANSACTIONS IN THE SHARES WERE RECORDED, PRECEDING THE DAY OF THE MARKET P URCHASE, AS DEEMED TO BE ADJUSTED FOR ANY CORPORATE ACTION THAT OCCURS AFTER T HE RELEVANT FIVE (5) MARKET DAY PERIOD EACH A MARKET PURCHASE ON THE SINGAPO RE EXCHANGE SECURITIES TRADING LIMITED (SGX-ST); AND/OR II) THE HIGHEST PRICE TRANSACTED FOR A SHARE AS RECORDED ON THE MARKET DAY ON WHICH THERE WERE TRADE S IN THE SHARES IMMEDIATELY PRECEDING THE DAY OF THE MAKING OF THE OFFER PURSU ANT TO THE OFF-MARKET PURCHASE; AND THE DAY ON WHICH THE COMPANY ANNOUNCES ITS INTENTION TO MAKE AN OFFER FOR THE PURCHASE OR ACQUISITION OF SHARES FROM SHA REHOLDERS STATING THE PURCHASE PRICE WHICH SHALL NOT BE MORE THAN THE MAXIMUM PRICE CALCULATED ON THE FOREGOING BASIS FOR EACH SHARE AND THE RELEVANT TERM S OF THE EQUAL ACCESS SCHEME FOR EFFECTING THE OFF-MARKET PURCHASE OTHERWISE T HAN ON THE SGX-ST IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEMES AS MAY BE DETERM INED OR FORMULATED BY THE DIRECTORS AS THEY CONSIDER FIT, WHICH SCHEMES SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE ACT, AND OTHERWISE IN ACCORDANCE WITH ALL OTHER LAWS, REGULATIONS AND RULES OF THE SGX-ST AS MAY FOR THE TIME B EING BE APPLICABLE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NE XT AGM OF THE COMPANY IS HELD OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION 9.c APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For LISTING MANUAL CHAPTER 9 OF TH E SINGAPORE EXCHANGE SECURITIES TRADING LIMITED, FOR THE COMPANY, ITS SUBSIDIA RIES AND ASSOCIATED COMPANIES THAT ARE CONSIDERED TO BE ENTITIES AT RISK UNDER CHAPTER 9, OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITH IN THE TYPES OF INTERESTED PERSON TRANSACTIONS AS SPECIFIED, PROVIDED THAT SUC H TRANSACTIONS ARE MADE ON NORMAL COMMERCIAL TERMS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS THE GENERAL MANDATE ; A UTHORITY EXPIRES UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND AUT HORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THING S INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONS IDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE GENERAL MANDATE AND/OR THIS RESOLUTION 9.d AUTHORIZE THE DIRECTORS TO ISSUE SUCH SHARES Management Against AS MAY BE REQUIRED TO BE ISSUED P URSUANT TO THE EXERCISE OF OPTIONS GRANTED OR TO BE GRANTED IN ACCORDANCE WITH THE PROVISIONS OF THE CCL EXECUTIVES SHARE OPTION SCHEME 2000 THE SCHEME 20 00 PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE SCHEME 2000 SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF THE COM PANY FROM TIME TO TIME 9.e AUTHORIZE THE DIRECTORS TO ISSUE SUCH SHARES Management For IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE JARDINE CYCLE & CARRIAGE LIMITED SCRIP DIVIDEND SCHEME - ----------------------------------------------------------------------------------------------------------------------------- KANEBO LTD EGM Meeting Date: 04/28/2005 Issuer: J29696127 ISIN: JP3217000003 SEDOL: 5714588, 6483241 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For OF NET LOSS FOR FISCAL YEAR 1999-2000 2 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For OF NET LOSS FOR FISCAL YEAR 2000-2001 3 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For OF NET LOSS FOR FISCAL YEAR 2001-2002 4 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For OF NET LOSS FOR FISCAL YEAR 2002-2003 5 APPROVE REVISED FINANCIAL STATEMENTS AND HANDLING Management For OF NET LOSS FOR FISCAL YEAR 2003-2004 - ----------------------------------------------------------------------------------------------------------------------------- KBC GROUPE SA, BRUXELLES AGM Meeting Date: 04/28/2005 Issuer: B5337G162 ISIN: BE0003565737 BLOCKING SEDOL: 4497749, 5892923, B05P4T6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. THAN K YOU. 1. RECEIVE THE COMPANY AND THE CONSOLIDATED 2004 Non-Voting ANNUAL REPORT OF THE BOARD OF DI RECTORS OF ALMANIJ NV 2. RECEIVE THE BOARD OF AUDITORS REPORT ON THE Non-Voting COMPANY AND THE CONSOLIDATED ANNU AL ACCOUNTS OF ALMANIJ NV FOR THE FYE 31 DEC 2004 3. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS OF ALMANIJ Non-Voting NV FOR THE FYE 31 DEC 2004 4. APPROVE THE COMPANY ANNUAL ACCOUNTS OF ALMANIJ Management NV FOR THE FYE 31 DEC 2004 5. RECEIVE THE COMPANY AND THE CONSOLIDATED 2004 Non-Voting ANNUAL REPORT OF THE BOARD OF DI RECTORS KBC BANK AND INSURANCE HOLDING COMPANY NV 6. RECEIVE THE STATUTORY AUDITOR S REPORT ON THE Non-Voting COMPANY AND THE CONSOLIDATED ANN UAL ACCOUNTS OF KBC BANK AND INSURANCE HOLDING COMPANY NV 7. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS OF KBC Non-Voting BANK AND INSURANCE HOLDING COM PANY NV FOR THE FYE 31 DEC 2004 8. APPROVE THE COMPANY ANNUAL ACCOUNTS OF KBC BANK Management AND INSURANCE HOLDING COMPANY NV FOR THE FYE 31 DEC 2004 9. APPROVE THE APPROPRIATION OF PROFIT BY ALMANIJ Management NV AND KBC BANK AND INSURANCE H OLDING COMPANY NV FOR FYE 31 DEC 2004; MOTION TO PAY OUT A TOTAL GROSS DIVIDEN D OF EUR 1.84 PER KBC GROUP NV SHARE 10. GRANT DISCHARGE TO THE DIRECTORS OF ALMANIJ NV Management 11. GRANT DISCHARGE TO THE DIRECTORS OF KBC BANK Management AND INSURANCE HOLDING COMPANY NV 12. GRANT DISCHARGE TO THE BOARD OF AUDITORS OF ALMANIJ Management NV 13. GRANT DISCHARGE TO THE STATUTORY AUDITOR OF KBC Management BANK AND INSURANCE HOLDING COM PANY NV 14. APPROVE TO RENEW THE TERM OF OFFICE OF MR. LUC Management PHILIPS FOR A PERIOD OF 4 YEARS , I.E. UNTIL AFTER THE AGM OF 2009 15. APPROVE THE MERGER WITH ALMANIJ TO INCREASE THE Management REMUNERATION OF THE STATUTORY AUDITOR TO EUR 60,000 PER ANNUM FOR THE YEARS 2005 AND 2006 16. AUTHORIZE THE BOARD OF DIRECTORS OF KBC GROUP Management NV OF THE DIRECT SUBSIDIARIES, W ITH THE POSSIBILITY OF FURTHER DELEGATION TO ACQUIRE AND TAKE IN PLEDGE SHARES IN THE COMPANY OVER A PERIOD OF 18 MONTHS, AS LONG AS THE FRACTIONAL VALUE OF THE COMPANY S SHARES HELD IN PLEDGE DOES NOT EXCEED 10% OF ITS ISSUED CAPITAL , AT A PRICE PER SHARE THAT MAY NOT BE LOWER THAN THE LAST CLOSING PRICE OF TH E SHARES ON EURONEXT BRUSSELS BEFORE THE DATE OF ACQUISITION LESS 10% AND NOT HIGHER THAN THE SAME CLOSING PRICE PLUS TEN PER CENT; AUTHORITY VALID FOR ALL ACQUISITIONS MADE FOR CONSIDERATION IN THE BROADEST SENSE OF THE TERM, ON OR O FF AN EXCHANGE; THIS AUTHORIZATION TO BUY BACK OWN SHARES REPLACES THAT GRANTE D BY THE GENERAL MEETING OF 29 APR 2004 AS SPECIFIED 17. CORPORATE GOVERNANCE: PROVISION OF INFORMATION Non-Voting 18. OTHER BUSINESS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC OGM Meeting Date: 04/28/2005 Issuer: D55535104 ISIN: DE0008430026 SEDOL: 4904409, 5294121, 7159239, 7389081 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE BE ADVISED THAT MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT Non-Voting SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTED Management PROFIT OF EUR 459,160,466 AS FOLL OWS: PAYMENT OF A DIVIDEND OF EUR 2 PER ENTITLED SHARE EUR 2,121,652 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: MAY TO 19 APR 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL, ON OR BEFORE 27 OCT 2006;THE SHARES MAY BE ACQ UIRED THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN 10% ABOVE NOR MO RE THAN 20% BELOW THE MARKET PRICE OF THE SHARES, BY WAY OF A PUBLIC REPURCHAS E OFFER TO ALL SHAREHOLDERS OR BY MEANS OF A PUBLIC OFFER FOR THE EXCHANGE OF LIQUID SHARES WHICH ARE ADMITTED TO TRADING ON AN ORGANIZED MARKET AT A PRICE NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, AND BY USING CALL OR PUT OPTIONS IF THE EXERCISE PRICE IS NEITHER MORE THAN 10% ABOVE NOR M ORE THAN 20% BELOW THE MARKET PRICE OF THE SHARES; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS, TO SELL THE SHARES TO THIR D PARTIES AGAINST CASH PAYMENT IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALL Y BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIB LE OR OPTION RIGHTS OR AS EMPLOYEE SHARES, AND TO RETIRE THE SHARES 6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR 3,000,000,000, CONFERRING CONVERTIBLE AND/ OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE 27 APR 2010 SHAREHOLD ERS AND GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANT ING OF SUCH RIGHTS TO BOND HOLDERS, FOR THE ISSUE OF BONDS CONFERRING CONVERTI BLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE C APITAL IF SUCH BONDS ARE ISSUED AGAINST CASH PAYMENT AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR THE ISSUE OF BONDS AGAINST PAYM ENT IN KIND AND THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 100,000,000 THROUGH THE ISSUE OF NEW BEARER NO-PAR SHARES, INSOFAR A S CONVERTIBLE OR OPTION RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2005 ; AND AM END THE CORRESPONDING ARTICLES OF ASSOCIATION 7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF THE REMUNERATION FOR SUPERVISO RY BOARD MEMBERS FROM THE FY 2005 ON, EACH MEMBER OF THE SUPERVISORY BOARD SHA LL RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 45,000, AND A PROFIT-RELATED REM UNERATION OF UP TO EUR 36,000, THE CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CH AIRMAN ONE AND A HALF TIMES, THIS AMOUNT AND EACH MEMBER OF A COMMITTEE SHALL RECEIVE AN ADDITIONAL 25% A COMMITTEE CHAIRMAN 50% OF THE FIXED ANNUAL REMUN ERATION, AND THE AUDIT COMMITTEE MEMBERS SHALL RECEIVE AN ATTENDANCE FEE OF EU R 2,000 FOR EVERY COMMITTEE MEETING WHICH IS NOT HELD ON THE SAME DAY AS A SUP ERVISORY BOARD MEETING * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- NOBEL BIOCARE HOLDING AG, OPFIKON OGM Meeting Date: 04/28/2005 Issuer: H5783Q106 ISIN: CH0014030040 BLOCKING SEDOL: 7385722, 7389713, 7413322 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management CONSOLIDATED FINANCIAL STATEMEN TS FOR 2004 2. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS/DIVIDENDS Management FOR 2004 AS SPECIFIE D 3. APPROVE THAT, OUT OF THE AGGREGATE CHF 2,074,006,295 Management OF GENERAL RESERVES AS SH OWN IN THE BALANCE SHEET DATED 31 DEC 2004, CHF 350,000,000 SHALL BE BOOKED IN TO THE FREE RESERVES 4. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND OTHER EXECUTIVE B ODIES FOR THEIR SERVICES IN THE BUSINESS YEAR 2004 5.1 RE-ELECT MR. MICHAEL ORSINGER, MRS. JANE ROYSTON Management AND MESSRS. ROLF SOIRON AND E RNST ZAENGERLE FOR A 1 YEAR TERM OF OFFICE TO THE MEMBERS OF BOARD OF DIRECTOR S 5.2 ELECT MESSRS. ANTOINE A. FIRMENICH AND ROBERT Management LILJA FOR A 1 YEAR TERM OF OFFIC E TO THE NEW MEMBERS OF BOARD OF DIRECTORS 5.3 RE-ELECT KPMG FIDES PEAT, ZURICH, FOR A 1 YEAR Management TERM OF OFFICE AS AUDITOR AND G ROUP AUDITOR 6.1 APPROVE THE CHANGE OF DOMICILE FROM OPFIKON TO Management KLOTEN AND AMEND ARTICLE 1 OF T HE ARTICLES OF ASSOCIATION AS SPECIFIED 6.2 AMEND ARTICLE 7 OF THE ARTICLES OF ASSOCIATION Management BY INSERTING A NEW PARAGRAPH 6 AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E MULTIMEDIA SGPS SA, LISBOA AGM Meeting Date: 04/28/2005 Issuer: X70127109 ISIN: PTPTM0AM0008 BLOCKING SEDOL: 5811412, 5823990 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management AND THE ACCOUNT FOR 2004 2. APPROVE THE CONSOLIDATED MANAGEMENT REPORT, THE Management BALANCE SHEET AND THE ACCOUNTS FOR 2004Q 3. APPROVE THE APPROPRIATION OF NET INCOME Management 4. APPROVE THE APPRAISAL OF THE COMPANY S MANAGEMENT Management AND INSPECTION 5. ELECT THE CHAIRMAN Management 6. APPROVE TO RATIFY THE CO-OPTATION OF THE DIRECTORS Management 7. APPROVE THE ACQUISITION AND SALE OF THE COMPANY Management S OWN SHARES 8. APPROVE THE AMENDMENT OF NUMBER 2 AND THE ADDING Management OF A NUMBER 3 TO ARTICLE 4, A MENDMENT OF NUMBER 2 AND THE ADDING OF A NUMBER 3 TO ARTICLE 7 AND THE AMENDME NT OF NUMBER 2,3,4 AND THE ADDING OF A NUMBER 11 TO ARTICLE 12 OF THE BY-LAWS 9. APPROVE THE SHARE BUY BACK PROGRAMME AND THE Management REDUCTION OF THE SHARE CAPITAL AN D NOTABLY ON THE REDUCTION OF UP TO EUR 7.844.846, FOR THE PURPOSE OF RELEASIN G EXCESS CAPITAL BY CANCELING UP TO 15,689,692 OWN SHARES TO BE ACQUIRED SUBSE QUENT TO THE EXECUTION OF THE RESOLUTION, IN ADDITION TO CORRESPONDING RESOLUT IONS RELATING TO RESERVES AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION FUR THER TO THE RESOLUTION ARTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION 10. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management AND THE OTHER SECURITIES * PLEASE NOTE THAT THE MEETING HELD ON 30 MAR 2005 Non-Voting HAS BEEN POSTPONED DUE TO A R EQUEST FROM MAJOR SHAREHOLDER AND THAT THE SECOND CONVOCATION WILL BE HELD ON 28 APR 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE 14 APR 2005. IF YOU HAVE ALR EADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- REED ELSEVIER N V AGM Meeting Date: 04/28/2005 Issuer: N73430105 ISIN: NL0000349488 BLOCKING SEDOL: 0312619, 4042291, 4148810, 4313061 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 21 APR 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2004 3. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management 2004 4. APPROVE THE CORPORATE GOVERNANCE Management 5. APPROVE THE REMUNERATION POLICY Management 6. APPROVE THE PROFIT APPROPRIATION AND THE DIVIDEND Management 7. AMEND THE ARTICLES OF ASSOCIATION Management 8. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management THE SUPERVISORY BOARD 9. APPOINT AN AUDITOR Management 10. RE-APPOINT THE SUPERVISORY BOARD Management 11. RE-APPOINT THE BOARD OF MANAGEMENT Management 12. AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management SHARES OF THE COMPANY 13. APPOINT THE CORPORATE BODY TO ISSUE THE SHARES, Management TO GRANT RIGHTS TO TAKE SHARES AND TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT 14. ANY OTHER BUSINESS Other 15. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- RIETER HOLDING AG, WINTERTHUR MIX Meeting Date: 04/28/2005 Issuer: H68745209 ISIN: CH0003671440 BLOCKING SEDOL: 4716154, 5996159, 5997925 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- RIETER HOLDING AG, WINTERTHUR AGM Meeting Date: 04/28/2005 Issuer: H68745209 ISIN: CH0003671440 BLOCKING SEDOL: 4716154, 5996159, 5997925 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 216897, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, THE ANNUAL ACCOUNTS Management AND THE CONSOLIDATED STATEMENTS FOR 2004, REPORT OF THE STATUTORY AUDITORS AND THE GROUP AUDITORS 2. APPROVE THE APPROPRIATION OF PROFIT Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management 4.1 RE-ELECT MR. KURT FELLER TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS 4.2 RE-ELECT MR. RUDOLF HAUSER TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS 4.3 RE-ELECT DR. RAINER HAHN TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS 5. ELECT THE STATUTORY AUDITORS Management - ----------------------------------------------------------------------------------------------------------------------------- SANPAOLO IMI SPA, TORINO OGM Meeting Date: 04/28/2005 Issuer: T8249V104 ISIN: IT0001269361 BLOCKING SEDOL: 5556575, 5564017, B020RB7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D.THANK YOU. 1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004, BOARD OF DIRECTORS, INTERN AL AUDITORS REPORTS, PROFIT DISTRIBUTION AND CONSOLIDATED BALANCE SHEET REPORT AS OF 31 DEC 2004 2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES Management 3. APPOINT INTERNAL AUDITORS FOR THREE YEAR TERM Management 2005/2006/2007 (AS PER ARTICLE 2 0 OF THE BY LAWS) 4. APPROVE TO STATE INTERNAL AUDITORS EMOLUMENT Management 5. APPROVE TO RESOLVE UP ON DIRECTORS EMOLUMENT Management - ----------------------------------------------------------------------------------------------------------------------------- SCOTTISH & NEWCASTLE PLC AGM Meeting Date: 04/28/2005 Issuer: G79269117 ISIN: GB0007839698 SEDOL: 0783969, 4783738, 5848034 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For FOR THE YEAR TO 31 DEC 2004 2. ADOPT THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A DIVIDEND Management For 4. RE-APPOINT DR. N.C. BAIN AS A DIRECTOR Management For 5. RE-APPOINT SIR IAN ROBINSON AS A DIRECTOR Management For 6. RE-APPOINT MR. H.V.L THERMAN AS A DIRECTOR Management For 7. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For 8. AUTHORIZE THE BOARD TO SET THE REMUNERATION OF Management For THE AUDITORS 9. APPROVE THAT, IN SUBSTITUTION FOR ALL EXITING Management For AUTHORITIES, THE AUTHORITY CONFE RRED ON THE DIRECTORS BY THE ARTICLE 11 (C) (1) OF THE COMPANY S ARTICLES OF A SSOCIATION IN RELATION TO THE ALLOTMENT OF RELEVANT SECURITIES UP TO A NOMINAL AMOUNT, AS SPECIFIED AS THE SECTION 80 AMOUNT, BE EXERCISABLE FOR THE PERIOD ENDING ON THE DATE OF THE NEXT AGM OR ON 27 JUL 2006, WHICHEVER IS THE EARLIER , AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 34,000,000 S.10 APPROVE THAT, SUBJECT TO THE PASSING OF RESOLUTION Management For 9, THE POWER CONFERRED ON T HE DIRECTORS BY ARTICLE 11(C)(2) OF THE COMPANY S ARTICLES OF ASSOCIATION IN R ELATION TO THE ALLOTMENT OF EQUITY SECURITIES WHOLLY FOR CASH IN CONNECTION WI TH A RIGHTS ISSUE, AND ALSO UP TO A NOMINAL AMOUNT, SPECIFIED AS THE SECTION 8 9 AMOUNT, BE EXERCISABLE FOR THE PERIOD ENDING ON THE DATE OF THE NEXT AGM OR ON 27 JUL 2006, WHICH EVER IS THE EARLIER, AND FOR SUCH PERIOD THE SECTION 89 AMOUNT BE GBP 8,900,000; THE SALE OF TREASURY SHARES FOR CASH SHALL BE TREATED AS AN ALLOTMENT OF EQUITY SECURITIES FOR THE PURPOSE OF ARTICLE 11(C)(2) AND THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN THIS RESOLUTION 10 SHALL EXTEND TO SALE OF TREASURY SHARES FOR CASH S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF UP TO 89,000,000 ORDI NARY SHARES OF 20P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EQUA L TO THE NOMINAL VALUE AND NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE MAR KET QUOTATIONS OF THE COMPANY S SHARES AS DERIVED FROM THE LONDON STOCK EXCHAN GE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 27 JUL 2006 ; IN RELATION TO THE PURCHASE OF SHARES THE CONTRACT FOR WHICH WAS CONCLUDED BE FORE THE EXPIRING OF SUCH AUTHORITY AND WHICH MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO SUCH TIME - ----------------------------------------------------------------------------------------------------------------------------- SEAT PAGINE GIALLE SPA, MILANO MIX Meeting Date: 04/28/2005 Issuer: T8380H104 ISIN: IT0003479638 BLOCKING SEDOL: 7646593, 7743621 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 APPROVE THE RESOLUTION AS PER ARTICLE 2364, NO. Management 2, OF THE ITALIAN CIVIL CODE T O APPOINT A DIRECTOR O.2 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004; BOARD OF DIRECTORS REPOR T ON MANAGEMENT ACTIVITY; RESOLUTIONS RELATED THEREON E.1 APPROVE TO REDUCE AND WRITE OFF THE REVALUATION Management RESERVE DRAWN ON TO COVER 2004 FINANCIAL YEAR LOSSES * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 29 APR 2005 YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- TOTAL SA MIX Meeting Date: 04/28/2005 Issuer: F92124100 ISIN: FR0000120271 BLOCKING SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 D AYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIG N AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOU R CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY C ARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS RE GISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWA RD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACT S AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SI NCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED TH AT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A P ARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLO BAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLL ECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTO DIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT T HE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SAL E TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLE D. THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR TH E YEAR 2004 O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00 DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00 APPROPRIATI ON TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR 1,369, 741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY THE INTERIM DIVIDEN D OF EUR 2.40 ON 24 NOV 2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING D IVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00, M AXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES COMPRI SING THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; IT CANCEL S AND REPLACES FOR THE PERIOD UNUSED THEREOF, THE DELEGATION SET FORTH IN RESO LUTION NO. 5 AT THE CGM OF 14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TA KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management JACQUILLAT AS A DIRECTOR F OR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management DIRECTOR FOR A PERIOD OF 3 YEARS E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,00 0,000.00, BY WAY OF ISSUING WITH THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSC RIPTION, COMPANY S ORDINARY SHARES AND SECURITIES GIVING ACCESS TO SHARES IN T HE COMPANY; APPROVE THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,800,000 ,000.00 BY WAY OF ISSUING WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHT S, COMPANY S ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARES IN THE COMP ANY; APPROVE THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS; AUTHOR IZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL N ECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPA NY SAVING PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL ; IT CANCELS AND REPLACES FO R THE FRACTION UNUSED, THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management IN ONE OR MORE TRANSACTION S, COMPANY S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL NU MBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY EXPIR ES AT THE END OF 38 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL FORMALITIES - ----------------------------------------------------------------------------------------------------------------------------- UMICORE SA, BRUXELLES EGM Meeting Date: 04/28/2005 Issuer: B95505119 ISIN: BE0003626372 BLOCKING SEDOL: 4005001, 5821347, B02PR56 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORD ER FOR ADP TO LODGE YOUR VOTE. THANK YOU. * RECEIVE AND APPROVE: THE PROPOSAL FOR A TRANSACTION Non-Voting EQUATED TO A DEMERGER; THE REPORT PREPARED BY THE BOARD OF DIRECTORS OF UMICORE WITH RESPECT TO THE PART IAL DEMERGER, IN ACCORDANCE WITH ARTICLE 677 JUNCTO 745 CC; THE REPORT PREPARE D BY PRICEWATERHOUSECOOPERS BEDRIJFSREVISOREN / REVISEURSDA ENTERPRISES, REPRE SENTED BY MR. ROBERT PEIRCE AND MR. LUC DISCRY, STATUTORY AUDITOR OF UMICORE, WITH RESPECT TO THE PROPOSAL FOR THE PARTIAL DEMERGER, IN ACCORDANCE WITH ARTI CLE 677 JUNCTO 746 CC; REPORTS AND DOCUMENTS WITH RESPECT TO THE LIMITED LIABI LITY COMPANY TO BE INCORPORATED CUMERIO HEREINAFTER CUMERIO ; DRAFT ARTICLES OF ASSOCIATION OF CUMERIO; REPORT OF THE BOARD OF DIRECTORS OF UMICORE * APPROVE THE BOARD OF DIRECTORS OF UMICORE OF Non-Voting POSSIBLE SIGNIFICANT CHANGES IN T HE ASSETS AND LIABILITIES OF UMICORE SINCE THE DATE OF THE PROPOSAL FOR THE PA RTIAL DEMERGER IN ACCORDANCE WITH ARTICLE 677 JUNCTO 747 CC * APPROVE TO PARTIALLY DEMERGE UMICORE BY THE INCORPORATION Non-Voting OF CUMERIO, PURSUANT TO THE TERMS AND THE CONDITIONS DETERMINED IN THE PROPOSAL FOR THE PARTIAL DE MERGER 1. APPROVE: I) THE PARTIAL DEMERGER AS IT IS RESOLVES Management PARTIALLY DEMERGER UMICORE BY THE INCORPORATION OF CUMERIO; II) THAT THE CUMERIO, IN EXCHANGE FOR THE TRA NSFER OF THE ASSETS AND LIABILITIES, SHALL ISSUE IN ACCORDANCE WITH A ONE TO O NE DISTRIBUTION RATIO AS FOLLOWS: A NUMBER OF SHARES EQUAL TO THE NUMBER OF UM ICORE SHARES OUTSTANDING ON 15 FEB 2005 25,527,200 , INCREASED BY THE NUMBER OF UMICORE SHARES ISSUED BETWEEN 15 FEB 2005 AND THE DATE OF THE EGM OF UMICOR E APPROVING THE PARTIAL DEMERGER AS A RESULT OF THE EXERCISE OF SUBSCRIPTION R IGHTS GRANTED UNDER THE EXISTING UMICORE STOCK OPTION PLANS; HOLDERS OF UMICOR E REGISTERED SHARES WILL AUTOMATICALLY BE REGISTERED AS HOLDERS OF CUMERIO REG ISTERED SHARES IN THE SHARE REGISTER OF CUMERIO IN ACCORDANCE WITH THE ABOVE-M ENTIONED RATIO; BEARER SHARES NOT HELD IN SECURITIES ACCOUNT; VVPR STRIPS WILL BE REPRESENTED BY ONE GLOBAL CERTIFICATE AND WILL BE AVAILABLE IN A SECURITIE S ACCOUNT AT A FINANCIAL INSTITUTION OF THE SHAREHOLDER S CHOICE; III) RESOLVE S THAT ALL TRANSACTIONS PERFORMED BY UMICORE WITH RESPECT TO ITS COPPER BRANCH OF ACTIVITY TRANSFERRED, SINCE 1 JAN 2005 UNTIL THE DATE OF THE PARTIAL DEMER GER, ARE DEEMED TO HAVE BEEN PERFORMED FOR THE ACCOUNT OF CUMERIO; IV) THAT TH E NEWLY ISSUED SHARES IN CUMERIO PARTICIPATE IN THE RESULTS OF CUMERIO AND ARE ENTITLED TO RECEIVE DIVIDENDS AS OF THE DATE ON WHICH THE PARTIAL DEMERGER CO MES INTO EFFECT FROM A TAX AND ACCOUNTING POINT AS OF 1 JAN 2005 2. APPROVE THE TRANSFER TO CUMERIO, BY WAY OF A Management UNIVERSAL TRANSFER, THE FOLLOWING ASSETS AND LIABILITIES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY AS SET OUT IN THE PROPOSAL FOR THE PARTIAL DEMERGER AND THE BOARD OF DIRECTORS REPO RT 3. APPROVE: I) INCORPORATION OF CUMERIO BY MEANS Management OF A TRANSFER OF THE ASSETS AND LIABILITIES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY AS SPECIFIED; II) DETERMINE THE CAPITAL OF CUMERIO AT EUR 181,134,461.25; III) THE INCORPORATION DEED AND ARTICLES OF ASSOCIATION OF CUMERIO IN ACCORDANCE WITH THE DRAFT MADE AVAILABLE AND THE MAIN PROVISIONS OF AS SPECIFIED, AND STATED THAT THE BOARD OF DIRECTORS OF CUMERIO IS AUTHORIZED: TO INCREASE THE SHARE CAPITAL ON ONE OR SEVERAL OCCASIONS BY A MAXIMUM AMOUNT OF EUR 18,000,000.00, IN ACCORDANCE WIT H THE STIPULATIONS AS SPECIFIED IN ACCORDANCE WITH ARTICLE 604 CC AND IN THE P ROVISION OF THE ARTICLES OF ASSOCIATION; DURING A PERIOD OF 18 MONTHS; IV) APP OINT MR. KAREL VINCK, LUC DELAGAYE, MR. MICHEL MOSER AND MR. REMI VERMEIREN AS DIRECTORS UNTIL THE 2008 OGM; APPOINT MR. ETIENNE DAVIGNON, MR. PHILIPPE DELA UNOIS AND MR. ETIENNE DENIS AS A DIRECTORS UNTIL THE 2007 OGM; THE AGGREGATE R EMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF CUMERIO FOR 2005 IS FI XED AT EUR 150,000.00; V) DETERMINES THAT CUMERIO SHALL START TO FUNCTION AS S OON AS THE PARTIAL DEMERGER HAS TAKEN PLACE; VI) FIRST FINANCIAL YEAR OF CUMER IO BEGINS ON1 JAN 2005 AND SHALL BE CLOSED ON 31 DEC 2005 AND THAT THE FIRST O GM OF CUMERIO SHALL BE HELD IN APR OF 2006; VII) THE BOARD OF DIRECTORS OF CUM ERIO IS GIVEN THE POWER TO FULFILL ALL FORMALITIES WITH RESPECT TO THE REALIZA TION OF THIS PARTIAL DEMERGER, AND ESPECIALLY THE ALLOCATION OF THE SHARES AND VVPR STRIPS ISSUED BY CUMERIO 4. APPROVE: THAT THE PARTIAL DEMERGER HAS BEEN REALIZED; Management IN ACCORDANCE WITH THE O NE TO ONE DISTRIBUTION RATIO MENTIONED IN THE PROPOSAL FOR PATIAL DEMERGER AND THE BOARD OF DIRECTORS REPORT, THE SHAREHOLDERS OF UMICORE HAVE BECOME SHARE HOLDERS OF CUMERIO AND THE HOLDERS OF UMICORE VVPR STRIPS HAVE BECOME HOLDERS OF CUMERIO VVPR STRIPS; THE ASSETS AND LIABILITIES OF UMICORE AS SPECIFIED ABO VE HAVE BEEN AUTOMATICALLY TRANSFERRED TO CUMERIO; THE SHARE CAPITAL OF CUMERI O AMOUNTS TO THE FINAL CUMERIO CAPITAL AMOUNT AND IS FULLY PAID UP 5. ADOPT ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management TO THE ADOPTED RESOLUTIONS INCL UDING THE CAPITAL DECREASE PURSUANT TO THE TRANSFER OF THE ASSETS AND LIABILIT IES RELATING TO UMICORE S COPPER BRANCH OF ACTIVITY TO CUMERIO AS SPECIFIED 6. APPROVE TO INCORPORATE THE ENTIRE AMOUNT OF THE Management ISSUE PREMIUM, AS SPECIFIED IN UMICORE S BALANCE SHEET AFTER THE PARTIAL DEMERGER AS ATTACHED TO THE MINUTES HEREINAFTER THE FINAL UMICORE ISSUE PREMIUM AMOUNT , INTO THE CAPITAL OF UMI CORE AND TO INCREASE THE CAPITAL OF UMICORE FROM THE FINAL UMICORE CAPITAL AMO UNT TO AN AMOUNT EQUAL TO THE FINAL UMICORE CAPITAL AMOUNT 7. AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION Management 8. AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION Management WITH NEW WORDS 9. AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION Management BY INSERTING A NEW WORDS 10. AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION Management BY REPLACING IT WITH NEW WORDS 11. APPROVE TO DELETE AND REPLACE ARTICLE 17 OF ARTICLES Management OF ASSOCIATION BY NEW WOR DS 12. AUTHORIZE THE COMPANY TO ACQUIRE ON THE STOCK Management MARKET UNTIL THE 2006 OGM A NUMB ER OF THE COMPANY S OWN SHARES CORRESPONDING TO A MAXIMUM OF 10% OF THE SUBSCR IBED CAPITAL, AT THE UNIT PRICE COMPRISED BETWEEN A MINIMUM EQUAL TO THE LOWES T CLOSING STOCK MARKET PRICE FOR THE LAST TWENTY TRADING SESSIONS PRECEDING TH E DATE OF ACQUISITION LESS 10% AND A MAXIMUM PRICE PER SHARE OF EUR 110.00; AU THORIZATION GIVEN TO THE COMPANY S SUBSIDIARIES TO ACQUIRE ON THE STOCK MARKET , OR IN ANY WAY WHATSOEVER, SHARES IN THE COMPANY IN ACCORDANCE WITH THE CONDI TIONS OF THE AUTHORIZATION GRANTED TO THE COMPANY 13. AUTHORIZE MR. DAMIEN HISETTE, TO REGISTER CUMERIO Management WITH THE CROSSROADS BANK OF ENTERPRISES AND IN GENERAL TO FULFILL ALL NECESSARY FORMALITIES - ----------------------------------------------------------------------------------------------------------------------------- VENTURE CORPORATION LTD AGM Meeting Date: 04/28/2005 Issuer: Y9360Y103 ISIN: SG0531000230 SEDOL: 5430141, 6927374 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS OF THE COMPAN Y FOR THE YE 31 DEC 2004 TOGETHER WITH THE AUDITORS REPORT THEREON 2. DECLARE A FINAL TAX-EXEMPT DIVIDEND OF 100% OR Management For 25 CENTS PER ORDINARY SHARE AND A BONUS TAX EXEMPT DIVIDEND OF 100% OR 25 CENTS PER ORDINARY SHARE FOR THE YE 31 DEC 2004 3. RE-ELECT MR. WONG NGIT LIONG AS A DIRECTOR, WHO Management Against RETIRES PURSUANT TO ARTICLE 92 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-ELECT MR. KOH LEE BOON AS A DIRECTOR, WHO Management For RETIRES PURSUANT TO ARTICLE 92 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-APPOINT MR. CECIL VIVIAN RICHARD WONG AS A Management For DIRECTOR, WHO RETIRES UNDER SECT ION 153(6) OF THE COMPANIES ACT, CHAPTER 50, UNTIL THE NEXT AGM 6. APPROVE THE PAYMENT OF DIRECTORS FEES OF SGD Management For 127,000 FOR THE YE 31 DEC 2004 7. RE-APPOINT DELOITTE & TOUCHE AS THE COMPANY S Management For AUDITORS AND AUTHORIZE THE DIREC TORS TO FIX THEIR REMUNERATION * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal 8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50 AND THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITE D SGX-ST , TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES BY WAY OF RIGHTS, BONUS OR OTHERWISE AND/OR MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, I NCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHARES AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERS ONS AS THE DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION DEEM FIT; AND NOTWITHST ANDING THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FOR CE ISSUE SHARES IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTO RS WHILE THIS RESOLUTION WAS IN FORCE, THE AGGREGATE NUMBER OF SHARES ISSUED P URSUANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INST RUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION NOT EXCEEDING 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES T O BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED SHAR E CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW SH ARES ARISING FROM THE CONVERSION OF CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF SHARES AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARE S; IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST UNLESS SUCH C OMPLIANCE HAS BEEN WAIVED BY THE SGS-ST AND THE ARTICLES OF ASSOCIATION FOR T HE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 9. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management Against 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OP TIONS GRANTED UNDER THE VENTURE MANUFACTURING (SINGAPORE) LTD EXECUTIVES SHAR E OPTION SCHEME ADOPTED BY THE COMPANY IN 1993 THE 1993 SCHEME AND PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE 1993 S CHEME SHALL NOT EXCEED 25% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIM E TO TIME 10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO OFFER Management Against AND GRANT OPTIONS FROM TIME TO TIME IN ACCORDANCE WITH THE REGULATIONS OF THE VENTURE CORPORATION EXECUTIVES SHARE OPTION SCHEME ADOPTED BY THE COMPANY IN 2004 THE 2004 SCHEME AND PUR SUANT TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50, TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE RE QUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF OPTIONS GRANTED UNDER THE 2004 SCHEME, PROVIDED ALWAYS THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURS UANT TO THE 2004 SCHEME SHALL NOT EXCEED 15% OF THE ISSUED SHARE CAPITAL OF TH E COMPANY FROM TIME TO TIME - ----------------------------------------------------------------------------------------------------------------------------- VINCI SA OGM Meeting Date: 04/28/2005 Issuer: F5879X108 ISIN: FR0000125486 BLOCKING SEDOL: 4818083, 5876187, B030CV1, B03XM98 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY 2004 AS SPECIFIED AND NOTICES THAT NET PROFIT GROUP SHARE AMOUNTS TO: EUR 721,325,000.00 E.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004; AND GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF TH EIR DUTIES DURING THE SAID FY O.3 ACKNOWLEDGE THE NET PROFITS OF THE FY 2004 AMOUNTS Management TO: EUR 330,515,978.95; CAR RY FORWARD ACCOUNT: EUR 2,457,637,358.90; DISTRIBUTABLE PROFITS: EUR 2,788,153 ,337.85; APPROVE TO ALLOCATE THE DISTRIBUTABLE PROFITS AS: SHAREHOLDERS AS AN INTERIM DIVIDEND: EUR 99,336,139.20; SHAREHOLDERS AS A COMPLEMENTARY DIVIDEND: EUR 190,049,163.30; LEGAL RESERVES ACCOUNT: EUR 18,771.00; CARRY FORWARD ACCO UNT: EUR 2,498,749,264.35; APPROVE TO PAY AN INTERIM DIVIDEND OF EUR 1.20 PER SHARE ON 21 DEC 2004 PROVIDED THAT ALL SHARES GOT BY THE BENEFICIARIES BEFORE 31 DEC 2004 ARE ENTITLED TO A TAX CREDIT AMOUNTING TO EUR 0.60 AND AFTER 01 JA N 2005, THE INTERIM DIVIDEND IS NO LONGER ENTITLED TO A TAX CREDIT, THE SHAREH OLDERS TO RECEIVE A COMPLEMENTARY DIVIDEND OF: EUR 2.30 PER SHARE FOR THE 82,6 30,071 SHARES AND THE DIVIDEND WILL BE PAID ON 06 MAY 2005; APPROVE THAT THE S HARE CAPITAL IS COMPOSED OF 84,095,683 SHARES ON 01 MAY 2005 CUM RIGHTS DATE: 01 JAN 2004 ; TO TRANSFER THE AMOUNT OF EUR 46,958,190.59, CHARGED TO THE SPE CIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT, TO THE ORDINARY RESERVES ACCO UNT O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPO RT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management FAURE AS A DIRECTOR FOR A P ERIOD OF 4 YEARS AND IF THE RESOLUTION E.21 WAS NOT ADOPTED, THE TERM OF OFFIC E OF MR. M. PATRICK FAURE AS A DIRECTOR TO BE EXTENDED TO A PERIOD OF 6 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management HUVELIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS AND IF THE RESOLUTION E.21 WAS NOT ADOPTED, THE TERM OF OFF ICE OF MR. BERNARD HUVELIN AS A DIRECTOR TO BE EXTENDED TO A PERIOD OF 6 YEARS O.7 APPROVE, AS A RESULT OF THE AMALGAMATION-MERGER Management OF DELOITTE TOUCHE TOHMATSU BY DELOITTE TOUCHE TOHMATSU-AUDIT, DELOITTE TOUCHE TOHMATSU-AUDIT AS THE NEW STA TUTORY AUDITOR AND THE NEW CORPORATE NAME OF THE STATUTORY AUDITOR IS DELOITTE ET ASSOCIES; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.8 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 8 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004, TO BUY BACK THE COMPANY S SHARES ON THE OPEN MARKET PROVIDED THAT: MAXIMUM PURCHASE PRICE: EUR 170.00; MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AFTER 18 MONTHS E.9 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 9 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004, TO REDUCE TH E SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AFTER 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIREC TORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.10 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 10 GIVEN BY THE GENERAL MEETING OF 04 MAY 2004, TO ISSUE OR DINARY SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION IN O NE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF E UR 400,000,000.00 PROVIDED THAT MAXIMUM OVERALL NOMINAL AMOUNT OF DEBT SECURIT IES TO BE ISSUED SHALL NOT EXCEED EUR 2,000,000,000.00; AUTHORITY EXPIRES AFT ER 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEAS URES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLE Management BONDS AND, OR TRANSFERAB LE BONDS INTO COMPANY OR ITS SUBSIDIARIES OCEANE NEW SHARES OR EXISTING SHA RES, WITH SUPPRESSION OF THE SHAREHOLDERS PREFERENTIAL RIGHT PROVIDED THAT TH E MAXIMAL NOMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS DELE GATION OF AUTHORITY SHALL NOT EXCEED EUR 200,000,000.00 AND THE ACCRUED NOMINA L AMOUNT OF SHARE INCREASE NOT TO EXCEED: EUR 400,000,000.00; MAXIMUM NOMINAL AMOUNT OF BONDS TO BE ISSUED: EUR 2,000,000,000.00; AUTHORITY EXPIRES AFTER 2 6 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE DEBT Management SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY OR ITS SUBSIDIARIES IN ONE OR MORE TRANSACTION I N FRANCE OR ABROAD, PROVIDED THAT THE MAXIMAL NOMINAL VALUE OF CAPITAL INCREAS ES TO BE CARRIED OUT UNDER THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR 2 00,000,000.00 AND THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES TO BE ISSUED: EUR 2,000,000,000.00; AUTHORITY EXPIRES AFTER 26 MONTHS ; AND AUTHORIZE THE B OARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF SECURITIES TO BE IS SUED IN THE EVENT OF A CAPITAL INCREASE WITH IN THE LIMIT OF 15% OF THE INITIA L ISSUE; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT OF 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING COMPANY SHARES AND SECURITIES GIVING ACCESS TO SHARE CAPITAL IN CONSIDERATION FOR THE CONTRIBUTI ONS IN KIND COMPRISED OF EQUITY SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES AFTER 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 10 GIVEN BY THE GENERAL MEETING OF 14 MAY 2003, TO GRANT, I N ONE OR MORE TRANSACTION, TO THE EMPLOYEES AND THE OFFICERS, TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, PROV IDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH SHALL EXCEED 5% OF THE SHARE CAPITAL OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTION SHALL NOT GIVE RIGHTS TO A T OTAL NUMBER OF SHARES NOT TO EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIR ES AFTER 38 MONTHS E.16 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 14 GIVEN BY THE GENERAL MEETING OF 12 DEC 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FA VOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF THE COMPANY SAVINGS PLAN; A ND TO ALLOCATE FREE SHARES WITHIN THE LIMITS OF ARTICLE L.443-5 OF THE LABOUR LAW, PROVIDED THAT THE AMOUNT SHALL NOT EXCEED 10% OF THE SHARE CAPITAL; AUTH ORITY EXPIRES AFTER 26 MONTHS E.17 AUTHORIZE THE BOARD OF DIRECTORS, CANCELING AND Management REPLACING THE DELEGATION SET F ORTH IN RESOLUTION 15 GIVEN BY THE GENERAL MEETING OF 12 DEC 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTION, AT ITS SOLE DISCRETION, IN FAV OUR OF THE COMPANY S EMPLOYEES OF FOREIGN SUBSIDIARIES WHO ARE THE MEMBERS OF A COMPANY SAVINGS PLAN, AND TO ALLOCATE FREE SHARES WITHIN THE LIMITS OF ARTIC LE L.443-5 OF THE LABOUR LAW AND TO AMEND THE EMPLOYEES PREFERRENTIAL RIGHT O F SUBSCRIPTION ON ISSUED SHARES, PROVIDED THAT THE AMOUNT SHALL NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AFTER 26 MONTHS ; TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRESCRIBED BY LAW AND TO DETERMINE THE CONDITIONAL SHARE CAPITAL INCREASE E.18 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOCATE Management FREE EXISTING SHARES OR SHARES TO BE ISSUED IN FAVOR OF THE EMPLOYEES OR THE OFFICERS PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 10% OF THE SHARE CAPITAL OF THE EXISTING SHARES AND 5% OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL FOR THE SHARES TO BE ISS UED; AUTHORITY EXPIRES AFTER 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES E.19 APPROVE TO REDUCE THE NOMINAL VALUE OF THE COMPANY Management S SHARES BY STOCK SPLIT AND EACH SHARE WILL BE DIVIDED IN TO TWO SHARES AND THE SHARE WILL BE EXCHANGED F OR 2 NEW SHARES OF A NOMINAL VALUE OF EUR 5.00; AND AUTHORIZE THE BOARD OF DIR ECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES , FILINGS AND REGISTRATIONS PRESCRIBED BY LAW AND AMEND THE ARTICLE 6 OF THE A SSOCIATION REGISTERED CAPITAL AND 11 BOARD OF DIRECTORS E.20 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SECURITIES Management REPRESENTING DEBT GIVING ACCESS TO THE ALLOCATION OF DEBT SECURITIES, FOR AN AMOUNT WHICH SHALL NOT EXC EED EUR 2,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND TO ACCOMPLISH ALL NECESSARY FORMALITIES E.21 AMEND ARTICLE OF ASSOCIATION NUMBER 11.3 REFERRING Management TO THE DURATION OF THE TERM OF OFFICE OF THE DIRECTORS E.22 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW * PLEASE NOTE THAT THE MEETING HELD ON 19 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 28 APR 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- VIVENDI UNIVERSAL MIX Meeting Date: 04/28/2005 Issuer: F7063C114 ISIN: FR0000127771 BLOCKING SEDOL: 4834777, 4841379, 4859587, 4863470 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 220984 DUE TO AN ADDITIONA L RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED A ND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAI LS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CA RDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE B ECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REG ISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWAR D TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SIN CE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THA T HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PA RTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOB AL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLE CTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTOD IAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT TH E LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, APPROVES THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR T HE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRE SENTED TO THE MEETING O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-40 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVE TO APPROPRIA TE THE PROFITS OF EUR 1,227,292,200.00 AS FOLLOWS: LEGAL RESERVE: EUR 61,364,6 10.00, GLOBAL DIVIDEND: EUR 643,574,618.00, CARRY FORWARD ACCOUNT: EUR 522,352 ,972.00; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.60 PER SHARE, T HIS DIVIDEND WILL BE PAID ON 04 MAY 2005, THE SUM OF EUR 3,251,101.00 CORRESPO NDING TO THE AMOUNT OF THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS, REGISTE RED IN THE INDIVIDUAL ACCOUNTS ON 21 DEC 2004, WILL BE TRANSFERRED TO THE OTHE R RESERVES ACCOUNT, AS REQUIRED BY LAW E.5 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management EXECUTIVE COMMITTEE AND A SUPERV ISORY BOARD O.6 RECEIVE THE BOARD OF DIRECTORS REPORT AND ADOPT Management THE TEXT OF THE NEW ARTICLES O F ASSOCIATION WHICH WILL GOVERN HENCE FORTH THE COMPANY O.7 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, TO THE EXECUTIVE COMMITTEE, TO INCREASE IN ONE OR MORE TRANSACTIONS , IN FRANCE OR ABROAD, WITH SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAI NTAINED, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00 , BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY AS WELL AS ANY KIND OF SECU RITIES GIVING ACCESS BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY AUTHORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 17 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003 O.8 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION Management NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIG HTS, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY W AY OF ISSUING ORDINARY SHARES OF THE COMPANY AS WELL AS SECURITIES GIVING ACCE SS BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY, THIS AMOUNT SHALL COUNT AGA INST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES AT THE END OF 26 MONTHS IT CANCELS AND REPLACES THE DELEGATION SET FORTH IN R ESOLUTION NUMBER 18 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003; IN ALL CA SES, THE AMOUNT OF THE CAPITAL INCREASES REALIZED ACCORDING TO THE PRESENT RES OLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7 O.9 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO INCREASE WITHIN THE LIMIT OF THE GLOBAL CEILING SET IN THE RESOLUTION NUMBER O.7, THE NUMBER OF SHARES, EQUITY SECURIT IES OR SECURITIES TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE, WITH OR WI THOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AFTER 26 MONTHS E.10 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE ALL POWERS IN ORDER TO INCREASE THE SHARE C APITAL, IN ONE OR MORE TRANSACTIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,00 0,000.00, BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR OTHERS , TO BE CARRIED OUT THROUGH THE ALLOTMENT OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 19 AND GIVEN BY THE GENERAL MEETING OF 29 APR 2003 O.11 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN ONE OR MO RE TRANSACTIONS, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMP ANY SAVINGS PLAN, WITH THE ISSUE OF SHARES TO BE PAID UP IN CASH; AUTHORITY E XPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED 1.5% OF THE SHARE CAPITAL; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PE RIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 21 AND GIVEN BY THE GENERAL MEETING OF 23 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE CAPITAL I NCREASES REALIZED ACCORDING TO THE PRESENT RESOLUTION, COUNTS AGAINST THE OVER ALL VALUE SET FORTH IN RESOLUTION NUMBER 7; GRANT ALL POWERS TO THE BOARD OF D IRECTORS, OR IF THE RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, TO THE EXECUT IVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS O.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE, ALL POWERS TO GRANT, IN ONE OR MORE TRANSA CTIONS, TO OFFICERS, SENIOR MANAGERS, SENIOR EXECUTIVES OR EXCEPTIONALLY NON-E XECUTIVE EMPLOYEES OF THE GROUP VIVENDI UNIVERSAL, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT EXCEED 2.5% OF THE SHARE CAPITAL; AUTHORIT Y EXPIRES AT THE END OF 36 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACE S, FOR THE PERIOD UNUSED THE DELEGATION SET FORTH IN RESOLUTION 20 AND GIVEN B Y THE GENERAL MEETING OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE CAPI TAL INCREASE REALIZED ACCORDING TO THE PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7, AUTHORIZE THE BOARD OF DIRECTO RS, OR IF THE RESOLUTIONS NUMBERS 5 AND 5 ARE ADOPTED TO THE EXECUTIVE COMMITT EE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.13 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 AR E ADOPTED, THE EXECUTIVE COMMITTEE TO PROCEED, IN ONE OR MORE TRANSACTIONS TO THE ALLOTMENT OF ORDINARY BONUS SHARES IN ISSUE OR TO BE ISSUED; THE MAXIMUM N UMBER OF SHARES GRANTED WILL NOT EXCEED 5% OF THE SHARE CAPITAL; AUTHORITY EX PIRES AT THE END OF 36 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RE SOLUTIONS NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.14 AUTHORIZE IF THE RESOLUTION NUMBER O.30 IS APPROVED, Management THE BOARD OF DIRECTORS, O R IF THE RESOLUTION NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CON NECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL N ECESSARY FORMALITIES O.15 APPOINT MR. JEAN RENE FOURTOU AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERIO D OF 3 YEARS O.16 APPOINT MR. CLAUDE BEBEAR AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.17 APPOINT MR. GERARD BREMOND AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD 3 YEARS O.18 APPOINT MR. FERNANDO FALCO AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS O.19 APPOINT MR. PAUL FRIBOURG AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.20 APPOINT MR. GABRIEL HAWAWINI AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 1 YEAR O.21 APPOINT MR. HENRI LACHMANN AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD O F 3 YEARS O.22 APPOINT MR. RODOCANACHI AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 3 YEARS O.23 APPOINT MR. KAREL VAN MIERT AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS O.24 APPOINT MRS. SARAH FRANK AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.25 APPOINT MR. PATRICK KRON AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD OF 4 YEARS O.26 APPOINT MR. ANDRZEJ OLECHOWSKI AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERI OD OF 4 YEARS O.27 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management TO THE SUPERVISORY BOAR D O.28 APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management ALUSTRO-REYDEL AS THE STATU TORY AUDITOR FOR A PERIOD OF 6 YEARS O.29 APPOINT MR. SAN CLAUDE REYDEL IN REPLACEMENT Management OF MR. HUBERT LUNEAU AS A DEPUT Y AUDITOR FOR A PERIOD OF 6 YEARS O.30 AUTHORIZE THE BOARD OF DIRECTORS OR IF THE RESOLUTIONS Management NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE COMMITTEE TO TRADE IN THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 40.00 T HE PURCHASE AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE PRICE OF EUR 24.00 PER SHARE, WILL NOT EXCEED EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE EN D OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES FOR THE REMAINING PERIOD, THE DELEGATION GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE THE BOA RD OF DIRECTORS, OR IF THE RESOLUTIONS NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES O.31 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW O.32 AMEND ARTICLE OF ASSOCIATION NUMBER 17 Management * PLEASE NOTE THAT THE MEETING HELD ON 18 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 28 APR 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ARCELOR SA AGM Meeting Date: 04/29/2005 Issuer: L0218T101 ISIN: LU0140205948 BLOCKING SEDOL: 7281875, 7281886, 7285402, 7286223, B05QLK9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE BOARD MANAGERS REPORT AND AUDITORS Management REPORT 2. APPROVE THE ANNUAL ACCOUNTS Management 3. APPROVE THE CONSOLIDATED ACCOUNTS Management 4. APPROVE THE RESULT APPLICATION Management 5. APPROVE THE BOARD MANAGEMENT FOR THE YEAR 2004 Management 6. APPOINT THE DIRECTOR Management 7. APPROVE TO RENEW THE MEMBERSHIP OF BOARD Management - ----------------------------------------------------------------------------------------------------------------------------- BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA OGM Meeting Date: 04/29/2005 Issuer: T1188A116 ISIN: IT0001334587 BLOCKING SEDOL: 5699544, 5717491, 7128541 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 30 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE BALANCE SHEET REPORTS OF 31 DEC 04; Management THE BOARD OF DIRECTORS REPORTS ON MANAGEMENT ACTIVITY; THE EXTERNAL AND THE INTERNAL AUDITORS REPORTS; RESO LUTIONS RELATED THERETO; AND APPROVE THE CONSOLIDATED BALANCE SHEET REPORT AS OF 31 DEC 04 2. APPROVE THE CHARTERED PUBLIC ACCOUNTANT FIRM Management AS REQUIRED BY ARTICLE 161, 24 F EB 1998 LEGISLATIVE DECREE N. 58 IN ORDER TO VERIFY THAT THE COMPANY S ACCOUN T ARE PROPERLY RECORDED AND THAT THE ACCOUNTING MOVEMENTS ARE CORRECTLY REPORT ED IN THE FINANCIAL RECORDS; TO AUDIT THE BALANCE SHEET, THE CONSOLIDATED BALA NCE SHEET AND THE BI-YEARLY REPORTS FOR THE 3-YEAR TERM 2005-2007; TO STATE TH E EXTERNAL AUDITORS EMOLUMENTS POWER BESTOWAL 3. APPROVE TO BUY AND SELL OWN SHARES AS PER THE Management EX ARTICLE 2357 AND 2357 TER OF THE ITALIAN CIVIL CODE - ----------------------------------------------------------------------------------------------------------------------------- BANCHE POPOLARI UNITE SCARL MIX Meeting Date: 04/29/2005 Issuer: T1681V104 ISIN: IT0003487029 BLOCKING SEDOL: 7622225 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 30 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU A.1 APPOINT DIRECTORS Management A.2 APPROVE THE REMUNERATION OF DIRECTORS Management A.3 APPROVE THE REPORTS OF BOARDS AND AUDITORS, BALANCE Management SHEET AS AT 31 DEC 2004, C ONSEQUENT DELIBERATIONS A.4 APPROVE THE BUY-BACK Management E.1 AMEND THE ARTICLES OF COMPANY LAW: 1, 3, 4, 5, Management 6, 8, 9, 10, 11, 12, 13, 14, 15 , 22, 25, 26, 27, 28, 29, 30, 32, 33, 35, 37, 38, 39, 41, 42, 44, 45,47, 49, 5 1, 52; INTRODUCTION OF TWO NEW ARTICLES 47-BIS AND 53, CONSEQUENT DELIBERATION S * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- BAYER AG, LEVERKUSEN OGM Meeting Date: 04/29/2005 Issuer: D07112119 ISIN: DE0005752000 BLOCKING SEDOL: 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117, 06056, 5069192, 5069211, 5069459, 5069493, 5073450, 5073461, 5073472, 5074497, 5077894, B033630 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT; AND APPROVE THE APPROVE THE APPROPRIATION OF THE DISTRIBUTED PROF IT ; DISTRIBUTED PROFIT OF EUR 401,688,056 SHALL BE APPROPRIATED AS FOLLOWS: P AYMENT OF A DIVIDEND OF EUR 0.55 PER NO-PAR SHARE EX-DIVIDEND; PAYABLE DATE BE 02 MAY 2005 2. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 3. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 4.1 ELECT DR. RER. POL., DIPL.-KFM. KLAUS KLEINFELD Management AS AN ORDINARY MEMBER OF THE SUPERVISORY BOARD 4.2 ELECT PROF. DR.-ING. DR. H.C. EKKEHARD D. SCHULZ Management AS AN ODINARY MEMBER TO THE S UPERVISORY BOARD 4.3 ELECT JOCHEN APPELL AS AN ALTERNATIVE MEMBER Management TO THE SUPERVISORY BOARD 4.4 ELECT DR. HANS-DIRK KREKELER AS AN ALTERNATIVE Management MEMBER TO THE SUPERVISORY BOARD 5. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF EACH MEMBER OF SUPERVISORY BOA RD RECEIVING A FIXED ANNUAL REMUNERATION OF EUR 60,000 AND A VARIABLE REMUNERA TION OF EUR 2,000 FOR EVERY EUR 50,000,000 OR PART THEREOF BY WHICH THE GROSS CASH FLOW AS REPORTED IN THE CONSOLIDATED GROUP FINANCIAL STATEMENTS OF THE RE CENT FY EXCEEDS EUR 3,100,000,000 6. AMEND SECTION 14, SECTION 15(1), SECTION 15(2), Management AND SECTION 15(3) OF THE ARTIC LES OF ASSOCIATION IN CONNECTION WITH THE LAW ON CORPORATE INTEGRITY AND THE M ODERNIZATION OF THE RIGHT TO SET ASIDE 7. AUTHORIZE THE MANAGEMENT DIRECTORS TO ACQUIRE Management SHARES OF THE COMPANY UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10% FROM THE MARKET P RICE OF THE SHARES, ON OR BEFORE 28 OCT 2006; TO DISPOSE OF THE SHARES IN A MA NNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHAR ES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AGAINST PAYMENT IN CASH, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR WIT HIN THE SCOPE OF THE COMPANY S STOCK OPTION PLANS; AND TO RETIRE THE SHARES 8. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management AS THE AUDIT ORS FOR THE YEAR 2005 * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- CAPITALAND LTD AGM Meeting Date: 04/29/2005 Issuer: Y10923103 ISIN: SG1J27887962 SEDOL: 6309303, 7054260 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT THEREON 2. DECLARE A FIRST AND FINAL DIVIDEND OF SGD 0.05 Management For PER SHARE AND A SPECIAL DIVIDEN D OF SGD 0.01 PER SHARE, LESS SINGAPORE INCOME TAX AT 20%, FOR THE YE 31 DEC 2 004 3. APPROVE THE SUM OF SGD 1,003,103 AS THE DIRECTORS Management For FEES FOR THE YE 31 DEC 2004 ; 2003: SGD 971,340 4.i RE-ELECT MR. LIEW MUN LEONG AS A DIRECTOR, WHO Management Against RETIRES BY ROTATION PURSUANT TO ARTICLE 95 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4.ii RE-ELECT MR. RICHARD EDWARD HALE AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PURSUA NT TO ARTICLE 95 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4.iii RE-ELECT MR. PETER SEAH LIM HUAT AS A DIRECTOR, Management For WHO RETIRES BY ROTATION PURSUA NT TO ARTICLE 95 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 5.i RE-APPOINT DR. RICHARD HU TSU TAU AS A DIRECTOR, Management For WHO RETIRES UNDER SECTION 153 (6) OF THE COMPANIES ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE OF THIS AGM UNTIL THE NEXT AGM 5.ii RE-APPOINT MR. HSUAN OWYANG AS A DIRECTOR, WHO Management For RETIRES UNDER SECTION 153(6) OF THE COMPANIES ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE OF THIS AGM UNTIL THE NEXT AGM 5.iii RE-APPOINT MR. LIM CHIN BENG AS A DIRECTOR, WHO Management For RETIRES UNDER SECTION 153(6) O F THE COMPANIES ACT, CHAPTER 50, TO HOLD OFFICE FROM THE DATE OF THIS AGM UNTI L THE NEXT AGM 6. RE-APPOINT MESSRS KPMG AS THE AUDITORS OF THE Management For COMPANY AND AUTHORIZE THE DIRECT ORS TO FIX THEIR REMUNERATION 7. TRANSACT SUCH OTHER ORDINARY BUSINESS Other Against 8.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For (I) ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR ( II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY, INSTRUMENTS TH AT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO TH E CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OT HER INSTRUMENTS CONVERTIBLE INTO SHARES, AT ANY TIME AND UPON SUCH TERMS AND C ONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN TH EIR ABSOLUTE DISCRETION DEEM FIT; AND B) NOTWITHSTANDING THE AUTHORITY CONFER RED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES IN PURSUAN CE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WA S IN FORCE, PROVIDED THAT: 1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURS UANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUM ENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE I SSUED SHARE CAPITAL OF THE COMPANY AS SPECIFIED , OF WHICH THE AGGREGATE NUMB ER OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO SHAREHOLDERS OF TH E COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR G RANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF THE ISSUED SHARE CA PITAL OF THE COMPANY AS SPECIFIED ; 2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED FO R THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED AS SPECIFIED, THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE IS SUED SHARE CAPITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (I) NEW SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE O UTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (II) ANY S UBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; 3) IN EXERCISING THE AUTHORI TY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SINGAP ORE EXCHANGE SECURITIES TRADING LIMITED AND THE ARTICLES OF ASSOCIATION FOR T HE TIME BEING OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPA NY IS REQUIRED BY LAW TO BE HELD 8.B AUTHORIZE THE DIRECTORS TO: A) OFFER AND GRANT Management Against OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE CAPITALAND SHARE OPTION PLAN SHARE OPTION PLAN AND/OR TO G RANT AWARDS IN ACCORDANCE WITH THE PROVISIONS OF THE CAPITALAND PERFORMANCE SH ARE PLAN PERFORMANCE SHARE PLAN AND/OR THE CAPITALAND RESTRICTED STOCK PLAN RESTRICTED STOCK PLAN THE SHARE OPTION PLAN, THE PERFORMANCE SHARE PLAN AND THE RESTRICTED STOCK PLAN, TOGETHER THE SHARE PLANS ; AND B) ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED TO B E ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE SHARE OPTION PLAN AND/O R SUCH NUMBER OF FULLY PAID SHARES IN THE COMPANY AS MAY BE REQUIRED TO BE ISS UED PURSUANT TO THE VESTING OF AWARDS UNDER THE PERFORMANCE SHARE PLAN AND/OR THE RESTRICTED STOCK PLAN, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE SHARE PLANS SHALL NOT EXCEED 15% OF THE ISSUED SHARE CA PITAL OF THE COMPANY FROM TIME TO TIME * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Vote Proposal OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- CELESIO AG OGM Meeting Date: 04/29/2005 Issuer: D1497R104 ISIN: DE0005858005 BLOCKING SEDOL: 4357230, 5105182 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 102,060,000 AS: P AYMENT OF A DIVIDEND OF EUR 1.20 PER NO-PAR SHARE EX-DIVIDEND AND PAYABLE ON 0 2 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT Management STUTTGART, AS THE AUDITORS FOR THE YEAR 2005 * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN BOTH ENGLISH AND GERMAN. THAN K YOU. - ----------------------------------------------------------------------------------------------------------------------------- COFINIMMO SA, BRUXELLES EGM Meeting Date: 04/29/2005 Issuer: B25654136 ISIN: BE0003593044 BLOCKING SEDOL: 4177988 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRES ENTATIVE AT ADP. THANK YOU. * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. 1. RECEIVE THE ANNUAL REPORT 2004 Non-Voting 2. RECEIVE THE REPORT OF THE SUPERVISOR Non-Voting 3. APPROVE THE STATUTORY ANNUAL REPORT Management 4. RECEIVE THE CONSOLIDATED ANNUAL REPORT 2004 Non-Voting 5. GRANT DISCHARGE TO THE MANAGEMENT Management 6. GRANT DISCHARGE TO THE SUPERVISOR Management 7. RECEIVE THE ANNUAL REPORT BY THE SUPERVISOR OF Non-Voting BELGIAN OFFICE PROPERTIES 8. APPROVE THE ANNUAL REPORT OF BELGIAN OFFICE PROPERTIES Management 9. GRANT DISCHARGE TO THE MANAGEMENT OF BELGIAN Management OFFICE PROPERTIES 10. GRANT DISCHARGE TO THE SUPERVISOR BELGIAN OFFICE Management PROPERTIES 11. APPROVE THE RENEWAL OF MANAGEMENT MANDATES AND Management APPOINT MANAGEMENT 12. APPROVE THE REMUNERATION OF THE MANAGEMENT Management 13. APPROVE THE RENEWAL OF THE MANDAT OF THE SUPERVISOR Management AND REMUNERATION 14. RECEIVE THE CORPORATE GOVERNANCE Non-Voting 15. VARIOUS SUBJECTS Non-Voting * PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting MEETING. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- COMFORTDELGRO CORPORATION LTD AGM Meeting Date: 04/29/2005 Issuer: Y1690R106 ISIN: SG1N31909426 SEDOL: 6603737 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED FINANCIAL STATEMENTS F OR THE FYE 31 DEC 2004 TOGETHER WITH THE AUDITORS REPORT THEREON 2. DECLARE A FINAL DIVIDEND OF 12.028% 3.007 CENTS Management For PER SHARE LESS INCOME TAX IN RESPECT OF THE FYE 31 DEC 2004 3. APPROVE THE PAYMENT OF THE DIRECTORS FEES OF Management For SGD 433,500 FOR THE FYE 31 DEC 2 004 4. RE-ELECT DR. WANG KAI YUEN AS A DIRECTOR, RETIRING Management For PURSUANT TO ARTICLE 91 OF T HE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. OO SOON HEE AS A DIRECTOR, RETIRING Management For PURSUANT TO ARTICLE 91 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. ONG AH HENG AS A DIRECTOR RETIRING Management For PURSUANT TO ARTICLE 91 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-APPOINT MESSRS DELOITTE & TOUCHE AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTOR S TO FIX THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 161 OF THE COMPANIES ACT, CHAPTER 50, AND THE LISTING RULES OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITE D, TO ISSUE SHARES IN THE COMPANY BY WAY OF RIGHTS, BONUS OR OTHERWISE , UP T O 50% OF THE ISSUED SHARE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBE R OF SHARES TO BE ISSUED OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AND T HE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED SHARE CAPITAL AT THE TIME OF PASSING OF THIS RESOLUTION AFTER ADJUST ING FOR NEW SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR SHARE OPTIONS WHICH ARE OUTSTANDING AT THE TIME THIS RESOLUTION IS PASSED AND ANY SUBSEQUENT CONSOLIDATION OR SUBDIVISION OF SHARES; AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM AS REQUIRED BY LAW 9. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT Management Against AND ISSUE FROM TIME TO TIME S UCH NUMBER OF SHARES IN THE COMPANY AS MAY BE REQUIRED TO BE ISSUED PURSUANT T O THE EXERCISE OF OPTIONS UNDER THE COMFORTDELGRO EMPLOYEES SHARE OPTION SCHE ME, PROVIDED THAT THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THE COMFORTDELGRO EMPLOYEES SHARE OPTION SCHEME SHALL NOT EXCEED 15% OF THE TOTAL ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME - ----------------------------------------------------------------------------------------------------------------------------- CREDIT SUISSE GROUP, ZUERICH AGM Meeting Date: 04/29/2005 Issuer: H3698D419 ISIN: CH0012138530 BLOCKING SEDOL: 6384548, 7146327, 7154706, 7171589 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS * PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL Non-Voting COMMENT. IF YOU HAVE AL READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- CREDIT SUISSE GROUP, ZUERICH AGM Meeting Date: 04/29/2005 Issuer: H3698D419 ISIN: CH0012138530 BLOCKING SEDOL: 6384548, 7146327, 7154706, 7171589 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 214221, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. RECEIVE AND APPROVE THE ANNUAL REPORT, THE PARENT Management COMPANY S 2004 FINANCIAL STA TEMENTS AND THE GROUP S CONSOLIDATED FINANCIAL STATEMENTS 2. GRANT DISCHARGE OF THE ACTS TO THE MEMBERS OF Management THE BOARD OF DIRECTORS AND THE E XECUTIVE BOARD FOR THE FY 2004 3. APPROVE THAT THE RETAINED EARNINGS OF CHF 4,218,078,194 Management COMPRISING RETAINED E ARNINGS BROUGHT FORWARD FROM THE PREVIOUS YEAR OF CHF 3,386,649,182 AND NET IN COME FOR 2004 OF CHF 831,429,012 BE APPROPRIATED AS FOLLOWS: DISTRIBUTION OF A DIVIDEND : CHF 1.50 PER REGISTERED SHARE WITH PAR VALUE OF CHF 0.50 EACH CHF 1.50 GROSS PER SHARE WHICH AFTER DEDUCTION OF SWISS FEDERAL WITHHOLDINGS TAX OF 35% CHF 0.525 AMOUNTS TO CHF 0.975 NET AGAINST AN ORDER AUTHORIZING DIVIDEN D; BALANCE TO BE CARRIED FORWARD RETAINED EARINGS MINUS DIVIDEND UPON APPROV AL OF THE PROPOSAL, THE DIVIDEND FOR THE FY 2004 WILL BE PAYABLE FREE OF COMMI SSIONS FROM 06 MAY2005 AT ALL SWISS OFFICES OF CREDIT SUISSE, BANK LEU LTD. NA DNEUE AARGAUER BANK 4. APPROVE THE BUYBACK OF OWN SHARES OF UP TO A Management MAXIMUM OF CHF 6 BILLION OF PURCH ASE VALUE; THESE SHARES ARE REPURCHASED VIA A SECOND TRADING LINE ON THE STOCK EXCHANGE AND SUBSEQUENTLY CANCELLED AND THE SHARE CAPITAL IS TO BE REDUCED AC CORDINGLY 5.1.1 RE-ELECT MR. PETER BRABECK-LETMATHE TO THE BOARD Management OF DIRECTORS FOR A TERM OF 3 YEARS AS STIPULATED IN THE ARTICLES OF ASSOCIATION 5.1.2 RE-ELECT MR. THOMAS W. BECHTLER TO THE BOARD Management OF DIRECTORS FOR A TERM OF 3 YEAR S AS STIPULATED IN THE ARTICLES OF ASSOCIATION 5.1.3 RE-ELECT MR. ROBERT H. BENMOSCHE TO THE BOARD Management OF DIRECTORS FOR A TERM OF 3 YEA RS AS STIPULATED IN THE ARTICLES OF ASSOCIATION 5.1.4 RE-ELECT MR. ERNST TANNER TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS AS S TIPULATED IN THE ARTICLES OF ASSOCIATION 5.1.5 ELECT MR. JEAN LANIER TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS AS STIPU LATED IN ARTICLES OF ASSOCIATION 5.1.6 ELECT MR. ANTON VAN ROSSUM TO THE BOARD OF DIRECTORS Management FOR A TERM OF 3 YEARS AS STIPULATED IN ARTICLES OF ASSOCIATION 5.2 RE-ELECT KPMG KLYNVELD PEAT MARWICGOWEDELER SA, Management ZURICH, AS THE INDEPENDENT AUD ITORS OF THE PARENT COMPANY AND OF THE GROUP FOR A FURTHER TERM OF 1 YEAR 5.3 ELECT BDO VISURA, ZURICH, AS THE SPECIAL AUDITOR Management FOR A FURTHER TERM OF 1 YEAR 6. APPROVE THAT THE AUTHORIZED CAPITAL, WHICH EXPIRES Management LIMITED UNTIL 25 APR 2005 B E RENEWED AND EXTENDED AT THE SAME LEVEL UNTIL 29 APR 2007; AND AMEND ARTICLE 27 PARAGRAPH 1 OF THE ARTICLES OF ASSOCIATION PURSUANT TO SECTION AS SPECIFIED * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD AGM Meeting Date: 04/29/2005 Issuer: Y20246107 ISIN: SG1L01001701 SEDOL: 5772014, 5783696, 6175203 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT AND AUDITED ACCOUNTS Management For FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT THEREON 2.A DECLARE A FINAL DIVIDEND OF 22 CENTS PER ORDINARY Management For SHARE, LESS INCOME TAX, FOR THE YE 31 DEC 2004 2.B DECLARE A FINAL DIVIDEND OF 12 CENTS PER NON-VOTING Management For CONVERTIBLE PREFERENCE SHA RE, LESS INCOME TAX, FOR THE YE 31 DEC 2004 2.C DECLARE A FINAL DIVIDEND OF 12 CENTS PER NON-VOTING Management For REDEEMABLE CONVERTIBLE PRE FERENCE SHARE, LESS INCOME TAX, FOR THE YE 31 DEC 2004 3. APPROVE TO SANCTION THE AMOUNT OF SGD 976,689 Management For AS THE DIRECTORS FEES FOR 2004 4. APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 5.A.1 ACKNOWLEDGE THE RETIREMENT OF MR. JACKSON TAI, Management For MR. BERNARD CHEN, MR. FOCK SIEW WAH, MS. GAIL D. FOSIER, MR. C.Y. LEUNG, MR. PETER ONG AND MR. JOHN ROSS AS T HE DIRECTORS AND THAT MR. BERNARD CHEN, MR. FOCK SIEW WAH AND MS. GAIL D. FOSL ER ARE NOT OFFERING THEMSELVES FOR RE-ELECTION 5A2.1 RE-ELECT MR. JACKSON TAI AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 96 OF THE CO MPANY S ARTICLES OF ASSOCIATION 5A2.2 RE-ELECT MR. CY LEUNG AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 96 OF THE COMPA NY S ARTICLES OF ASSOCIATION 5A2.3 RE-ELECT MR. PETER ONG AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 96 OF THE COMP ANY S ARTICLES OF ASSOCIATION 5A2.4 RE-ELECT MR. JOHN ROSS AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 96 OF THE COMP ANY S ARTICLES OF ASSOCIATION 5.B.1 RE-ELECT MR. ANG KONG HUA AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 101 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.B.2 RE-ELECT MR. GOH GEOK LING AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 101 OF THE COMPANY S ARTICLES OF ASSOCIATION 5.B.3 RE-ELECT MR. WONG NGIT LIONG AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 101 OF T HE COMPANY S ARTICLES OF ASSOCIATION 5.C ACKNOWLEDGE THE RETIREMENT OF MR. THEAN LIP PING Management For AS A DIRECTOR UNDER SECTION 1 53(6) OF THE COMPANIES ACT, CHAPTER 5 6.A AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against TO OFFER AND GRANT OPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THE DBSH SHARE OPTION PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF ORDINARY SHARES OF SGD 1.00 EACH IN THE CAPITAL OF THE COMPANY DBSH ORDINARY SHARES AS MAY BE REQUIRED TO BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTIONS UNDER THE DBSH SHARE OPTION PLAN PROV IDED THAT THE AGGREGATE NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED PURSUA NT TO THE DBSH SHARE OPTION PLAN AND THE DBSH PERFORMANCE SHARE PLAN SHALL NOT EXCEED 7.5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 6.B AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management Against TO OFFER AND GRANT AWARDS IN A CCORDANCE WITH THE PROVISIONS OF THE DBSH PERFORMANCE SHARE PLAN AND TO ALLOT AND ISSUE FROM TIME TO TIME SUCH NUMBER OF DBSH ORDINARY SHARES AS MAY BE REQU IRED TO BE ISSUED PURSUANT TO THE VESTING OF AWARDS UNDER THE DBSH PERFORMANCE SHARE PLAN, PROVIDED THAT THE AGGREGATE NUMBER OF NEW DBSH ORDINARY SHARES TO BE ISSUED PURSUANT TO THE DBSH PERFORMANCE SHARE PLAN AND THE DBSH SHARE OPTI ON PLAN SHALL NOT EXCEED 7.5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY FROM TIME TO TIME 6.C AUTHORIZE THE DIRECTORS OF THE COMPANY TO: A) Management For I) ISSUE SHARES IN THE CAPITAL O F THE COMPANY SHARES WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR II ) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS COLLECTIVELY, INSTRUMENTS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF AS WELL AS ADJUSTMENTS TO WARRANTS, DEBENTURES OR OTHE R INSTRUMENTS CONVERTIBLE INTO SHARES; AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION DEEM FIT; AND B) ISSUE SHARES IN PURSUANCE OF ANY INSTRU MENT MADE OR GRANTED BY THE DIRECTORS WHILE THIS RESOLUTION WAS IN FORCE, PROV IDED THAT: 1) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PURSUANT TO THIS RES OLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRA NTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPI TAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH PARAGRAPH 2) , OF WHICH T HE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO S HAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INST RUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION DOES NOT EXCEED 20% OF TH E ISSUED SHARE CAPITAL OF THE COMPANY AS CALCULATED IN ACCORDANCE WITH PARAGR APH 2) ; 2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST FOR THE PURPOSE OF DE TERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED UNDER PARAGRAPH 1) , THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE BASED ON THE ISSUED SHARE CA PITAL OF THE COMPANY AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FO R: I) NEW SHARES ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SE CURITIES OR SHARE OPTIONS OR VESTING OF SHARE AWARDS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND II) ANY SUBSEQUENT CONSO LIDATION OR SUBDIVISION OF SHARES; 3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE COMPANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS B EEN WAIVED BY THE SGX-ST AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING O F THE COMPANY; AUTHORITY EXPIRES AT THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE BY WHICH THE NEXT AGM OF THE COMPANY IS REQUIR ED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- DBS GROUP HOLDINGS LTD EGM Meeting Date: 04/29/2005 Issuer: Y20246107 ISIN: SG1L01001701 SEDOL: 5772014, 5783696, 6175203 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. AUTHORIZE THE DIRECTORS OF DBSH, FOR THE PURPOSES Management For OF SECTIONS 76C AND 76E OF T HE COMPANIES ACT, CHAPTER 50 THE COMPANIES ACT , TO PURCHASE OR OTHERWISE AC QUIRE ISSUED ORDINARY SHARES OF SGD 1.00 EACH FULLY PAID IN THE CAPITAL OF DBS H ORDINARY SHARES NOT EXCEEDING IN AGGREGATE THE MAXIMUM PERCENTAGE AS SP ECIFIED , AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE DIRECTORS FROM T IME TO TIME UP TO THE MAXIMUM PRICE AS SPECIFIED , WHETHER BY WAY OF: I) MARK ET PURCHASE S ON THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST TRANSACTED THROUGH THE CENTRAL LIMIT ORDER BOOK TRADING SYSTEM AND/OR ANY OTH ER SECURITIES EXCHANGE ON WHICH THE ORDINARY SHARES MAY FOR THE TIME BEING BE LISTED AND QUOTED OTHER EXCHANGE ; AND/OR II) OFF-MARKET PURCHASE S IF EF FECTED OTHERWISE THAN ON THE SGX-ST OR, AS THE CASE MAY BE, OTHER EXCHANGE IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME S AS MAY BE DETERMINED OR FORMULATED BY THE DIRECTORS AS THEY CONSIDER FIT, WHICH SCHEME S SHALL SATISFY ALL THE CONDITIONS PRESCRIBED BY THE COMPANIES ACT, AND OTHERWISE IN ACCORDANCE WITH A LL OTHER LAWS AND REGULATIONS AND RULES OF THE SGX-ST OR, AS THE CASE MAY BE, OTHER EXCHANGE AS MAY FOR THE TIME BEING BE APPLICABLE (THE SHARE PURCHASE MA NDATE ; AUTHORITY EXPIRES EARLIER AT THE CONCLUSION OF THE NEXT AGM OF DBSH OR TO BE HELD BY LAW ; AND AUTHORIZE THE DIRECTORS OF THE COMPANY AND/OR ANY O F THEM TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING EXECUTING SUCH D OCUMENTS AS MAY BE REQUIRED AS THEY AND/OR HE MAY CONSIDER EXPEDIENT OR NECES SARY TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORIZED BY THIS RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES EGM Meeting Date: 04/29/2005 Issuer: B33432129 ISIN: BE0003562700 BLOCKING SEDOL: 4262118, 7044119, B02PQL5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE TO RENEW THE POWERS GIVEN TO THE BOARD Management OF DIRECTORS TO INCREASE THE SH ARE CAPITAL OF THE COMPANY AFTER IT HAS RECEIVED NOTICE OF A PUBLIC TAKE-OVER BID RELATING TO THE COMPANY 2. APPROVE TO I) RENEW THE POWERS GIVEN TO THE BOARD Management OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF THE COMPANY FOR A PERIOD OF 3 YEARS, AND II) AUTHORIZE THE SUBSIDIARIES OF THE COMPANY TO ACQUIRE AND TRANSFER SHARES OF THE COMPANY 3. APPROVE TO I) GRANT THE BOARD OF DIRECTORS THE Management POWERS TO ACQUIRE SHARES OF THE COMPANY FOR A PERIOD OF 18 MONTHS AND II) AUTHORIZE THE SUBSIDIARIES OF THE COMPANY TO ACQUIRE SHARES OF THE COMPANY 4. APPROVE TO GRANTS THE POWERS TO THE BOARD OF Management DIRECTORS TO IMPLEMENT THE DECISI ONS TAKEN BY THE EXTRAORDINARY MEETING * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOT ED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO P ROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN O RDER FOR ADP TO LODGE YOUR VOTE. - ----------------------------------------------------------------------------------------------------------------------------- GIORDANO INTERNATIONAL LTD AGM Meeting Date: 04/29/2005 Issuer: G6901M101 ISIN: BMG6901M1010 SEDOL: 4264181, 6282040 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL STATEMENTS AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For 3. DECLARE A SPECIAL FINAL DIVIDEND FOR THE YE 31 Management For DEC 2004 4. RE-ELECT THE RETIRING DIRECTORS Management For 5. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE OR OTHERWISE DEAL WITH THE ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY, O THERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) THE EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER THE TERMS OF ANY WARRANTS OR OTHER SECURITIE S ISSUED BY THE COMPANY CARRYING A RIGHT TO SUBSCRIBE FOR OR PURCHASE SHARES O F THE COMPANY; OR III) THE EXERCISE OF ANY OPTION UNDER ANY SHATRE OPTION SCHE ME OF THE COMPANY ADOPTED BY ITS SHAREHOLDERS FOR THE GRANT OR ISSUE TO ELIGIB LE PERSONS OPTIONS TO SUBSCRIBE FOR OR RIGHTS TO ACQUIRE SHARES OF THE COMPANY ; OR IV) ANY SCRIP DIVIDEND OR OTHER SIMILAR SCHEME IMPLEMENTED IN ACCORDANCE WITH THE BYE-LAWS OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLU SION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For THE CAPITAL OF THE COMPANY DURIN G THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS A ND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE ST OCK EXCHANGE OF HONG KONG LIMITED OR OF ANY OTHER APPLICABLE STOCK EXCHANGE, N OT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRA TION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 8. APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTIONS Management For 6 AND 7, TO EXTEND THE GENE RAL MANDATE GRANTED TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE OR OTHERWI SE DEAL WITH THE ADDITIONAL SHARES OF THE COMPANY DURING THE RELEVANT PERIOD AS DEFINED , BY THE ADDITION TO THE AGGREGATE NOMINAL AMOUNT OF SHARES IN THE CAPITAL OF THE COMPANY PURCHASED BY THE DIRECTORS OF THE COMPANY, PURSUANT TO THEIR EXERCISE OF THE POWERS OF THE COMPANY TO PURCHASE SHARES, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- KEPPEL CORPORATION LTD AGM Meeting Date: 04/29/2005 Issuer: V53838112 ISIN: SG1E04001251 SEDOL: 0490515, 5683741, 6490263 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND AUDITED Management For ACCOUNTS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 22% OR 11 CENTS PER Management For SHARE LESS TAX FOR THE YE 31 D EC 2004 3. RE-ELECT MR. TONY CHEW LEONG-CHEE, WHO RETIRES Management Against IN ACCORDANCE WITH ARTICLE 81 B OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 4. RE-ELECT MR. LIM CHEE ONN, WHO RETIRES IN ACCORDANCE Management For WITH ARTICLE 81 B OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 5. RE-ELECT MR. TEO SOON HOE, WHO RETIRES IN ACCORDANCE Management For WITH ARTICLE 81 B OF THE COMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 6. RE-ELECT MRS. OON KUM LOON, WHO RETIRES IN ACCORDANCE Management Against WITH ARTICLE 81A(1) OF C OMPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 7. RE-ELECT MR. TOW HENG TAN, WHO RETIRES IN ACCORDANCE Management Against WITH ARTICLE 81A(1) OF CO MPANY S ARTICLES OF ASSOCIATION, AS A DIRECTOR 8. APPROVE THE DIRECTORS FEES OF SGD 467,000 FOR Management For THE YE 31 DEC 2004 9. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For MARKET PURCHASES FROM TIME TO T IME OF UP TO A MAXIMUM 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THE LAST AGM OF THE COMPANY OR AT THE DATE ON WHICH THIS R ESOLUTION IS PASSED AT ANY PRICE UP TO BUT NOT EXCEEDING THE MAXIMUM PRICE, I N ACCORDANCE WITH THE GUIDELINES ON SHARE PURCHASES BY THE COMPANY AS SPECIFIE D, UNLESS REVOKED BY OR VARIED BY THE COMPANY IN GENERAL MEETING; AUTHORITY E XPIRES THE EARLIER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR THE DATE OF T HE AGM AS REQUIRED BY LAW 11. AUTHORIZE THE DIRECTORS OF THE COMPANY, COMPLY Management For WITH THE PROVISIONS OF THE LIST ING MANUAL OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED SGX-ST AND P URSUANT TO SECTION 161 OF THE COMPANIES ACT CHAPTER 50 AND ARTICLE 48A OF TH E COMPANY S ARTICLES OF ASSOCIATION, TO ISSUE SHARES IN THE COMPANY SHARES W HETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE, AND INCLUDING ANY CAPITALIZATION PURSUANT TO ARTICLE 124 OF THE COMPANY S ARTICLES OF ASSOCIATION OF ANY SUM FO R THE TIME BEING; AND/OR MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS THAT MIGH T OR WOULD REQUIRE SHARES TO BE ISSUED INCLUDING BUT NO LIMITED TO THE CREATI ON AND ISSUE OR WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO SHA RE ; THE AGGREGATE NUMBER OF SHARES ISSUED NOT EXCEEDING 50% OF THE ISSUED SHA RE CAPITAL OF THE COMPANY, OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUE D OTHER THAN ON A PRO-RATA BASIS TO THE SHAREHOLDERS OF THE COMPANY INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO T HIS RESOLUTION AND ANY ADJUSTMENTS EFFECTED UNDER ANY RELEVANT INSTRUMENT DOE S NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AND THE PERCENTAGE OF ISSUED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE COMPANY S ISSUED SHA RE CAPITAL AT THE DATE OF PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR NEW S HARES ARISING FROM THE CONVERSION OR EXERCISE OF CONVERTIBLE SECURITIES OR EMP LOYEE SHARE OPTIONS OR VESTING OF SHARES OUTSTANDING OR SUBSISTING AS AT THE D ATE OF THE PASSING OF THIS RESOLUTION AND ANY SUBSEQUENT CONSOLIDATION OR SUBD IVISION OF SHARES; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEX T AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW 12. APPROVE, FOR THE PURPOSES OF CHAPTER 9 OF THE Management For LISTING MANUAL OF THE SGX-ST, FO R THE COMPANY, ITS SUBSIDIARIES AND TARGET ASSOCIATED COMPANIES AS SPECIFIED ; OR ANY OF THEM, TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE CLA SSES OF INTERESTED PERSONS AS SPECIFIED, IN ACCORDANCE WITH THE REVIEW PROCEDU RES FOR INTERESTED PERSON TRANSACTIONS AS SPECIFIED; AUTHORITY EXPIRES THE EA RLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE DATE OF THE NEXT AGM OF THE COMPANY AS REQUIRED BY LAW ; AND AUTHORIZE THE AUDIT COMMITTEE OF THE COMPANY TO TAKE SUCH ACTION AS IT DEEMS PROPER IN RESPECT OF SUCH PROCEDUR ES AND/OR MODIFY OR IMPLEMENT SUCH PROCEDURES AS MAY BE NECESSARY TO TAKE INTO CONSIDERATION ANY AMENDMENT TO CHAPTER 9 OF THE LISTING MANUAL WHICH MAY BE P RESCRIBED BY THE SGX-ST FROM TIME TO TIME; AND THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS INCLUDING, WITHOUT LIMITATION, EXEC UTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THEY MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF THE COMPANY TO GIVE EFFECT TO THE SHAREHOLDE RS MANDATE AND/OR THIS RESOLUTION S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For ARTICLES BY INSERTING A NEW ARTICLE 126A AFTER THE EXISTING ARTICLE 126 AND ARTICLES 130 AND 131 IN THE M ANNER AS SPECIFIED * TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- KEPPEL CORPORATION LTD EGM Meeting Date: 04/29/2005 Issuer: V53838112 ISIN: SG1E04001251 SEDOL: 0490515, 5683741, 6490263 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- S.1 APPROVE, SUBJECT TO THE CONFIRMATION OF THE HIGH Management For COURT OF THE REPUBLIC OF SING APORE: THE SUM STANDING TO THE CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMP ANY TO BE REDUCED BY THE SUM OF UP TO SGD 159,017,818 AND THAT SUCH REDUCTION BE EFFECTED BY RETURNING TO SHAREHOLDERS SGD 0.20 IN CASH FOR EACH ISSUED AND FULLY PAID ORDINARY SHARE OF SGD 0.50 EACH IN THE CAPITAL OF THE COMPANY HELD AS AT A BOOK CLOSURE DATE TO BE DETERMINED BY THE DIRECTORS; AND AUTHORIZE THE DIRECTORS TO COMPLETE AND DO AND EXECUTE ALL SUCH ACTS AND THINGS AS THEY OR HE MAY DEEM NECESSARY OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION, WITH SUC H MODIFICATIONS THERETO IF ANY AS THEY OR HE SHALL THINK FIT IN THE INTEREST S OF THE COMPANY S.2 AUTHORIZE THE DIRECTORS TO COMPLETE AND DO AND Management For EXECUTE ALL SUCH ACTS AND THING S AS THEY OR HE MAY CONSIDER NECESSARY OR EXPEDIENT TO GIBE EFFECT TO THIS RES OLUTION WITH SUCH MODIFICATIONS THERETO IF ANY AS THEY OR HE SHALL THINK FIT IN THE INTERESTS OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- KEPPEL LAND LTD AGM Meeting Date: 04/29/2005 Issuer: V87778102 ISIN: SG1R31002210 SEDOL: 6853468, B03NNP1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For ACCOUNTS FOR THE YE 31 DEC 200 4 2. DECLARE THE FIRST AND FINAL DIVIDEND AS RECOMMENDED Management For BY THE DIRECTORS FOR THE Y E 31 DEC 2004 3. RE-ELECT MR. HENG CHIANG MENG AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH AR TICLE 100 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4. RE-ELECT MR. LIM CHEE ONN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTICL E 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 5. RE-ELECT MR. LIM HO KEE AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH ARTICLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 6. RE-ELECT ASSOC. PROF. TSUI KAI CHONG AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH ARTICLE 94 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 7. APPROVE THE DIRECTORS FEES OF SGD 573,000 FOR Management For THE YE 31 DEC 2004 8. RE-APPOINT MESSRS. ERNST & YOUNG AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS T O FIX THEIR REMUNERATION 9. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 161 OF THE COMPANI ES ACT (CHAPTER 50) OF SINGAPORE AND ARTICLE 8(B) OF THE COMPANY S ARTICLES OF ASSOCIATION TO: ISSUE SHARES IN THE CAPITAL OF THE COMPANY SHARES WHETHER B Y WAY OF RIGHT, BONUS OR OTHERWISE, AND INCLUDING ANY CAPITALIZATION PURSUANT TO ARTICLE 136 OF THE COMPANY S ARTICLES OF ASSOCIATION OF ANY SUM FOR THE TIM E BEING STANDING TO THE CREDIT OF ANY OF THE COMPANY S RESERVE ACCOUNTS OR AN Y SUM STANDING TO THE CREDIT OF THE PROFIT AND LOSS ACCOUNT OR OTHERWISE AVAIL ABLE FOR DISTRIBUTION; AND/OR MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS THAT MIGHT OR WOULD REQUIRE SHARES TO BE ISSUED INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE IN TO SHARES COLLECTIVELY INSTRUMENTS , AT ANY TIME AND UPON SUCH TERMS AND CON DITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE DIRECTORS MAY IN THEI R ABSOLUTE DISCRETION DEEM FIT; AND NOTWITHSTANDING THAT THE AUTHORITY SO CON FERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE ISSUE SHARES IN PURS UANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE DIRECTORS WHILE THE AUTHORITY W AS IN FORCE, PROVIDED THAT: I) THE AGGREGATE NUMBER OF SHARES TO BE ISSUED PUR SUANT TO THIS RESOLUTION INCLUDING SHARES TO BE ISSUED IN PURSUANCE OF INSTRU MENTS MADE OR GRANTED PURSUANT THERETO AND ANY ADJUSTMENTS EFFECTED UNDER ANY RELEVANT INSTRUMENT , DOES NOT EXCEED 50% OF THE ISSUED SHARE CAPITAL OF THE C OMPANY OF WHICH THE AGGREGATE NUMBER OF SHARES TO BE ISSUED OTHER THAN ON A PR O RATA BASIS TO SHAREHOLDERS OF THE COMPANY DOES NOT EXCEED 20% OF THE ISSUED SHARE CAPITAL OF THE COMPANY; II) FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED IN THIS RESOLUTION, THE PERCENTAGE OF ISS UED SHARE CAPITAL SHALL BE CALCULATED BASED ON THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THE PASSING OF THIS RESOLUTION AFTER ADJUSTING FOR: (AA) NEW SHARES ARISING FROM THE CONVERSION OR EXERCISE OF CONVERTIBLE SECURI TIES; (BB) NEW SHARES ARISING FROM EXERCISING SHARE OPTIONS OR VESTING OF SHAR E AWARDS OUTSTANDING OR SUBSISTING AS AT THE DATE OF THE PASSING OF THIS RESOL UTION APPROVING THE MANDATE, PROVIDED THE OPTIONS OR AWARDS WERE GRANTED IN CO MPLIANCE WITH THE RULES AND REGULATIONS OF THE SINGAPORE EXCHANGE SECURITIES T RADING LIMITED THE SGX-ST ; AND (CC) ANY SUBSEQUENT CONSOLIDATION OR SUB-DIVI SION OF SHARES; IN EXERCISING THE POWER TO MAKE OR GRANT INSTRUMENTS, THE COMP ANY SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR T HE TIME BEING IN FORCE UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST AND THE ARTICLES OF ASSOCIATION FOR THE TIME BEING OF THE COMPANY; AND AUTHOR ITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 10. APPROVE THAT, PURPOSES OF CHAPTER 9 OF THE LISTING Management For MANUAL OF THE SGX-ST, FOR T HE COMPANY, ITS SUBSIDIARIES AND TARGET ASSOCIATED COMPANIES OR ANY OF THEM TO ENTER INTO ANY OF THE TRANSACTIONS FALLING WITHIN THE TYPES OF INTERESTED PER SON TRANSACTIONS, PROVIDED THAT SUCH TRANSACTIONS ARE MADE ON NORMAL COMMERCIA L TERMS AND WILL NOT BE PREJUDICIAL TO THE INTERESTS OF THE COMPANY AND ITS MI NORITY SHAREHOLDERS AND IN ACCORDANCE WITH THE REVIEW PROCEDURES AS SPECIFIED; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPA NY IS HELD OR IS REQUIRED BY LAW TO BE HELD ; AUTHORIZE THE AUDIT COMMITTEE OF THE COMPANY TO TAKE SUCH ACTION AS IT DEEMS PROPER IN RESPECT OF SUCH PROCEDU RES AND/OR TO MODIFY OR IMPLEMENT SUCH PROCEDURES AS MAY BE NECESSARY TO TAKE INTO CONSIDERATION ANY AMENDMENT TO CHAPTER 9 OF THE LISTING MANUAL WHICH MAY BE PRESCRIBED BY THE SGX-ST FROM TIME TO TIME; AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO COMPLETE AND DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER E XPEDIENT OR NECESSARY OR IN THE INTEREST OF THE COMPANY TO GIVE EFFECT TO THIS RESOLUTION 11. AUTHORIZE THE DIRECTORS OF THE COMPANY TO MAKE Management For PURCHASES FROM TIME TO TIME OF UP TO 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT ANY PRICE UP TO BUT NOT EXCEEDING THE MAXIMUM PRICE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IS OR IS REQUIRED BY LAW TO BE HELD S.12 AMEND ARTICLES 144 AND 149 OF THE ARTICLES OF Management For ASSOCIATION OF THE COMPANY AND A NEW ARTICLE 142B BE ADOPTED IN THE MANNER AS SPECIFIED * TRANSACT OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- PEARSON PLC AGM Meeting Date: 04/29/2005 Issuer: G69651100 ISIN: GB0006776081 SEDOL: 0677608, 5684283 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For OF THE DIRECTORS OF THE COMPAN Y DIRECTORS AND AUDITORS OF THE COMPANY AUDITORS FOR YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For AS RECOMMENDED BY THE DIRECTOR S 3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For 4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For 5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For 6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For 7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For 8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For 9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For REMUNERATION 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS FOR THE ENSUING YEAR 11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION 10 PASSED AT THE AGM OF THE COMPANY HELD ON 30 APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION 13 AS SPECIFIED, TO ALLOT RELEVANT S ECURITIES SECTION 80 OF THE COMPANIES ACT 1985 THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000; AUTHORITY EXPIRES AT THE END OF THE NEXT AG M OF THE COMPANY AFTER THE DATE OF THE PASSING OF THIS RESOLUTION ; AND THE DI RECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PU RSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For CAPITAL OF THE COMPANY OF GB P 295,500,000 BY GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION OF 4,000,000 ORDINARY SHARES OF 25P EACH S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For BOARD , PURSUANT TO SECTION 9 5 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURS UANT TO THE AUTHORITY CONFERRED BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT TO THE AUTHORITY CONFERRED B Y RESOLUTION 10 PASSED AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING SECTION 89 (1) OF THE ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE IN FAVOR OF ORDINAR Y SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000; A UTHORITY EXPIRES AT THE END OF THE NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PU RSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For OF THE COMPANY S ARTICLES, TO MAK E MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 80,000,000 ORDINARY SH ARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE AND NOT MORE THAN 105% OF THE AVERAGE OF THE MARKET VALUE FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE END OF THE NEXT AGM O F THE COMPANY OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRA CT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- PORTUGAL TELECOM SGPS SA, LISBOA AGM Meeting Date: 04/29/2005 Issuer: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING SEDOL: 4676203, 5466856, 5760365, 5817186, 5825985 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE MANAGEMENT REPORT, THE BALANCE SHEET Management AND THE ACCOUNT FOR 2004 2. APPROVE THE BOARD OF DIRECTORS ORAL REPORT ON Management THE COMPANY S ACTIVITIES IN THE PAST FY 3. RECEIVE AND ADOPT THE AUDITED ANNUAL REPORT 2004 Management AND APPROVE THE REMUNERATION OF THE BOARD OF DIRECTORS 4. APPROVE TO DISTRIBUTE THE PROFIT ACCORDING TO Management THE ADOPTED ANNUAL REPORT 2004 5. APPROVE THE ACQUISITION AND THE SALE OF THE COMPANY Management S OWN SHARES, INCLUDING TH E ACQUISITION ASSOCIATED WITH THE SHARE BUY-BACK PROGRAMME 6. AMEND THE NUMBERS 2, 3, 5 AND 6 OF ARTICLE 13 Management OF THE COMPANY S ARTICLES OF ASS OCIATION, TO COMPLY WITH CORPORATE GOVERNANCE REGULATIONS 7. APPROVE TO REDUCE THE SHARE CAPITAL, AND NOTABLY Management ON THE REDUCTION OF UP TO EUR 116,648,505 FOR THE PURPOSE OF RELEASING EXCESS CAPITAL IN CONNECTION WITH TH E CONTINUATION OF THE SHARE BUYBACK PROGRAMME INITIATED IN 2004 AND ALREADY PA RTIALLY COMPLETED, BY CANCELLING UP TO 116,648,505 PT SHARES TO BE ACQUIRED SU BSEQUENT TO THE EXECUTION OF THIS RESOLUTION, IN ADDITION TO CORRESPONDING RES OLUTIONS RELATING TO RESERVES, THE REDUCTION OF OUTSTANDING CONVERTIBLE BONDS ISSUED BY THE COMPANY AND AMEND THE ARTICLES OF ASSOCIATION FURTHER TO THIS RE SOLUTION ARTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. APPROVE PURSUANT TO ARTICLE 8, NO. 4 OF THE ARTICLES Management OF ASSOCIATION, ON THE AP PLICABLE PARAMETERS IN THE CASE OF THE FUTURE ISSUANCE OF BONDS CONVERTIBLE IN TO SHARES PURSUANT TO A RESOLUTION WHICH MAY BE PASSED BY THE BOARD OF DIRECTO RS, IN ADDITION TO THE BONDS CONVERTIBLE INTO SHARES ALREADY ISSUED BY THE COM PANY 9. APPROVE THE WAIVER OF THE PRE-EMPTIVE RIGHTS Management OF SHAREHOLDERS IN CONNECTION WIT H THE SUBSCRIPTION OF ANY POSSIBLE ISSUANCE OF CONVERTIBLE BONDS REFERRED TO R ESOLUTION 8 OF WHICH MAY BE REALIZED PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS 10. APPROVE THE ISSUANCE OF BONDS AND ANY OTHER TYPES Management OF SECURITIES, OF WHATEVER N ATURE, BY THE BOARD OF DIRECTORS AND, NOTABLY, ON THE DETERMINATION OF THE AMO UNT PURSUANT TO THE TERMS OF NO. 3 OF ARTICLE 8 AND SUB-PARAGRAPH E) OF NO. 1 OF ARTICLE 15 OF THE ARTICLES OF ASSOCIATION 11. APPROVE THE ACQUISITION AND SALE OF OWN BONDS Management AND OTHER TYPE OF OWN SECURITIES * PLEASE NOTE THAT THE MEETING TO BE HELD ON 01 Non-Voting APR 2005 HAS BEEN POSTPONED ACCO RDING TO STATE SHAREHOLDERS PROPOSAL AND THAT THE SECOND CONVOCATION WILL BE H ELD ON 29 APR 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE IS 15 APR 2005. IF YO U HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting CHANGE IN THE RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- RENAULT SA AGM Meeting Date: 04/29/2005 Issuer: F77098105 ISIN: FR0000131906 BLOCKING SEDOL: 4712798, 5763922, 7165452, B01DPY6, B043BD4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 RECEIVE THE MANAGEMENT REPORT FROM THE BOARD Management OF DIRECTORS AND THE REPORT OF TH E STATUTORY AUDITORS ON THE ACCOUNTS OF THE FYE ON 31 DEC 2004, APPROVE THE CO NSOLIDATED ACCOUNTS AS THEY HAVE BEEN PRESENTED TO IT, DRAWN UP PURSUANT TO AR TICLES L. 233-16 ET SEQUENCE OF THE COMMERCIAL CODE, SHOWING NET PROFITS OF EU R 3,551,000,000 O.2 RECEIVE THE MANAGEMENT REPORT FROM THE BOARD Management OF DIRECTORS AND THE REPORT OF TH E STATUTORY AUDITORS ON THE ACCOUNTS OF THE FYE 31 DEC 2004, APPROVE, AS SPECI FIED, THE ACCOUNTS FOR THIS FY SHOWING PROFITS OF EUR 251,877,027.36; AND ALSO THE OPERATIONS EVIDENCED BY THESE ACCOUNTS OR SUMMARIZED AS SPECIFIED O.3 APPROVE TO APPROPRIATE THE RESULTS OF THE FY Management AS FOLLOWS: PROFITS FROM THE FY 2 51,877,027.36; ALLOCATION TO THE STATUTORY RESERVES: NIL; REMAINDER 251,877,02 7.36; PREVIOUS CARRY FORWARD 6,365,889,800.58; DISTRIBUTABLE PROFITS FOR THE F Y 6,617,766,827.94; DIVIDENDS 512,886,812.40; NEW CARRY FORWARD: 6,104,880,015 .54; AND DISTRIBUTE A NET DIVIDEND OF EUR 1.80 TO EACH OF THE SHARES IN THE CO MPANY ENTITLED TO DIVIDENDS: EITHER PROVIDING ENTITLEMENT TO A 50% TAX REDUCTI ON WHERE THE BENEFICIARIES ARE NATURAL PERSONS LIABLE FOR INCOME TAX IN FRANCE , IN ACCORDANCE WITH ARTICLE 138-3-2 OF THE CODE GENERAL DES IMPOTS GENERAL T AX CODE IN ITS NEW DRAFTING; OR NOT PROVIDING ENTITLEMENT TO A TAX REDUCTION IN ALL OTHER CASES; THE DIVIDEND SHALL BE PAYABLE ON 13 MAY 2005 O.4 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management ON AGREEMENTS REFERRED TO IN ARTI CLE L. 225-38 OF THE COMMERCIAL CODE, AND DECIDING ON THE BASIS OF THIS REPORT , APPROVE EACH OF THESE AGREEMENTS REFERRED TO THEREIN OUNT OF MXN 250,000,000.00 o.5 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. DOMINIQUE Management DE LA GARANDERIE AS A DI RECTOR, FOR A TERM OF 4 YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING ON THE ACCOUNTS OF THE FYE 31 DEC 2008 o.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ITARU Management KOEDA AS A DIRECTOR, FOR A TE RM OF 4 YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING ON THE ACCOUNTS OF THE FYE 31 DEC 2008 o.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LOUIS Management SCHWEITZER AS A DIRECTOR, FOR A TERM OF 4 YEARS, I.E. UNTIL THE GENERAL MEETING DECIDING ON THE ACCOUNTS OF THE FYE 31 DEC 2008 o.8 GRANT FULL AND FINAL RELEASE OF MR. PIERRE ALANCHE, Management WHOSE TERM OF OFFICE ENDED IN THE FYE 31 DEC 2004, FROM ANY LIABILITY TO WHICH HE MAY HAVE BEEN SUBJECT IN THE PERFORMANCE OF HIS MANAGEMENT DUTIES o.9 RECEIVE THE REPORT OF THE STATUTORY AUDITORS Management ON ELEMENTS USED FOR THE DETERMIN ATION OF THE REMUNERATION OF EQUITY LOANS o.10 RECEIVE THE REPORT FROM THE BOARD OF DIRECTORS, Management AUTHORIZE THE BOARD OF DIRECTO RS, PURSUANT TO THE PROVISIONS OF ARTICLE L. 225-209 OF THE COMMERCIAL CODE, T O DEAL IN THE COMPANY S OWN SHARES UNDER THE CONDITIONS AND WITHIN THE LIMITS SET FORTH IN LAW AND REGULATIONS, AT THE MAXIMUM PURCHASE PRICE OF EUR 85 PER SHARE AND MINIMUM SALE PRICE OF EUR 60 PER SHARE AND MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED 10% OF THE REGISTERED CAPITAL, NOT EXCEEDING EUR 2,421,96 5435; AUTHORITY EXPIRES AT THE END OF 18 MONTHS o.11 AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management WITH ARTICLE L.228-40 OF THE C OMMERCIAL CODE, TO ISSUE, ON ONE OR MORE OCCASIONS, BOTH IN FRANCE AND ABROAD, IN EUROS, IN FOREIGN CURRENCY, OR IN MONETARY UNITS ESTABLISHED BY REFERENCE TO SEVERAL CURRENCIES, BONDS UP TO A FACE VALUE OF EUR 4 BILLION, OR ITS EQUIV ALENT IN FOREIGN CURRENCIES, IN SUCH FORM AND AT SUCH TIMES, RATES AND CONDITI ONS THAT IT SHALL DEEM FIT; AUTHORITY EXPIRES AT THE GENERAL MEETING TO DECID E ON THE ACCOUNTS FOR THE FY 2005 e.12 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management ARTICLE L.225-209 OF THE COMMERC IAL CODE, WITH THE POSSIBILITY TO SUB-DELEGATE SUCH AUTHORIZATION: TO CANCEL, ON ONE OR MORE OCCASIONS, ANY SHARES ACQUIRED THROUGH THE IMPLEMENTATION OF TH E AUTHORIZATION GRANTED IN THE 10 RESOLUTION SUBMITTED TO THIS GENERAL MEETING , OR ANY RESOLUTION WHICH MAY BE SUBSTITUTED FOR THE SAME, UP TO A LIMIT, WITH IN ANY PERIOD OF 24 MONTHS, OF 10% OF THE TOTAL NUMBER OF SHARES MAKING UP THE REGISTERED CAPITAL AT THE TIME OF SUCH OPERATION, AND, CORRELATIVELY, TO REDU CE THE REGISTERED CAPITAL BY APPLYING THE AMOUNT OF THE DIFFERENCE BETWEEN THE REDEMPTION VALUE OF THE SHARES AND THEIR PAR VALUE AGAINST ANY ISSUE PREMIUM ITEM OR RESERVE ITEM IN THE ACCOUNTS; AND TO AMEND THE ARTICLES OF ASSOCIATION AS A CONSEQUENCE AND FULFILL ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS e.13 RECEIVE THE REPORT FROM THE BOARD OF DIRECTORS Management AND THE SPECIAL REPORT FROM THE STATUTORY AUDITORS, AND PURSUANT TO THE PROVISIONS OF ARTICLES L. 225-129 ET SEQUENCE OF THE COMMERCIAL CODE; AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, ON ONE OR MORE OCCASIONS, IN SUCH PROPORTIONS AND AT SUCH TIMES AS IT MAY THIN K FIT, WHETHER IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES OF THE COMPANY AS WELL AS ANY SECURITIES OF ANY NATURE WHATSOEVER PROVIDING ACCESS, WHETHER IMM EDIATELY AND/OR AT A FUTURE DATE, TO SHARES IN THE COMPANY; THAT, IN ADDITION THE PAR VALUE OF THE LOAN SECURITIES LIABLE TO BE ISSUED PURSUANT TO THE DELEG ATION MAY NOT BE GREATER THAN 3 BILLION EUROS, OR ITS EQUIVALENT IN FOREIGN CU RRENCY; THAT THE SHAREHOLDERS MAY EXERCISE THEIR PREFERENTIAL SUBSCRIPTION RIG HTS FOR IRREDUCIBLE AMOUNTS UNDER SUCH CONDITIONS AS PROVIDED BY LAW; IN ADDIT ION, THE BOARD OF DIRECTORS SHALL HAVE THE POSSIBILITY OF GRANTING SHAREHOLDER S THE RIGHT TO SUBSCRIBE, AS REDUCIBLE AMOUNTS, TO A NUMBER OF SHARES WHICH IS GREATER THAN THE NUMBER THEY MAY SUBSCRIBE TO AS IRREDUCIBLE AMOUNTS, PROPORT IONALLY TO THEIR SUBSCRIPTION RIGHTS AND, IN ANY EVENT, UP TO THE LIMIT OF THE NUMBER THEY REQUEST; TO EXCLUDE THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION R IGHTS FOR SHARES ISSUED BY THE CONVERSION OF BONDS OR BY THE EXERCISE OF WARRA NTS; THAT THE SUM COLLECTED BY THE COMPANY OR WHICH IS TO BE COLLECTED BY IT F OR EACH OF THE SHARES ISSUED IN THE FRAMEWORK OF THE ABOVE DELEGATION OF POWER S, SHALL BE AT LEAST EQUAL TO THE PAR VALUE OF THE SHARES; THAT THE BOARD OF D IRECTORS SHALL HAVE ALL POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER THOSE CON DITIONS LAID DOWN BY LAW, TO IMPLEMENT THIS DELEGATION OF POWERS, IN ORDER IN PARTICULAR TO DETERMINE THE DATES AND TERMS OF ISSUE AS WELL AS THE FORMS AND CHARACTERISTICS OF THE SECURITIES TO BE CREATED, FIX THE ISSUE PRICE AND CONDI TIONS, THE AMOUNTS TO BE ISSUED, DETERMINE THE DATE OF POSSESSION AND ENTITLEM ENT TO DIVIDENDS OF THE SECURITIES TO BE ISSUED, WHICH MAY BE RETROACTIVE, THE METHOD FOR PAYING UP THE SHARES OR OTHER SECURITIES ISSUED, AND, WHERE APPLIC ABLE, LAY DOWN CONDITIONS FOR THEIR BUY-BACK ON THE STOCK MARKET, THE POSSIBIL ITY OF SUSPENSION OF THE EXERCISE OF RIGHTS TO THE ALLOTMENT OF SHARES ATTACHE D TO SECURITIES FOR A PERIOD WHICH SHALL NOT EXCEED 3 MONTHS, FIX THE MECHANIS M FOR THE PRESERVATION OF RIGHTS OF HOLDERS OF SECURITIES PROVIDING FUTURE ACC ESS TO THE SHARE CAPITAL OF THE COMPANY, IN ACCORDANCE WITH LAWS AND REGULATIO NS; IN ADDITION, THE BOARD MAY PROCEED, WHERE NECESSARY, WITH ANY AND ALL DEDU CTIONS FROM THE ISSUE PREMIUM INCLUDING IN PARTICULAR FOR EXPENSES INCURRED FO R THE COMPLETION OF THE ISSUE, AND SHALL GENERALLY TAKE ALL NECESSARY STEPS AN D CONCLUDE ALL AGREEMENTS IN ORDER TO COMPLETE SUCH ISSUES PROPERLY AND OBSERV E THE CAPITAL INCREASES ARISING FROM ANY ISSUE UNDERTAKEN THROUGH THE USE OF T HIS DELEGATION OF POWERS AND PROCEED WITH THE CORRELATIVE AMENDMENT; AUTHORIT Y EXPIRES AT THE GENERAL MEETING CALLED TO DECIDE ON THE ACCOUNTS OF THE FY 20 06 e.14 AUTHORIZE THE BOARD OF DIRECTORS, PURSUANT TO Management THE PROVISIONS OF ARTICLES L. 22 5-129 ET SEQ. OF THE COMMERCIAL CODE: TO PROCEED BY WAY OF PUBLIC OFFERING, ON ONE OR MORE OCCASIONS, IN SUCH PROPORTIONS AND AT SUCH TIMES AS IT MAY THINK FIT, WHETHER IN FRANCE OR ABROAD, WITH THE ISSUE OF SHARES OF THE COMPANY AS W ELL AS ANY SECURITIES OF ANY NATURE WHATSOEVER PROVIDING ACCESS, WHETHER IMMED IATELY AND/OR AT A FUTURE DATE, TO SHARES IN THE COMPANY, INCLUDING WHERE SAID SECURITIES ARE ISSUED PURSUANT TO ARTICLE L. 228-93 OF THE COMMERCIAL CODE; A ND APPROVE: THAT THE AMOUNT OF CAPITAL INCREASES LIABLE TO BE UNDERTAKEN IMMED IATELY AND/OR AT A FUTURE DATE PURSUANT TO THE ABOVE DELEGATION OF POWERS MAY NOT BE GREATER THAN 300 MILLION EUROS, TO WHICH SUM SHALL BE ADDED, WHERE NECE SSARY, THE PAR VALUE OF SUPPLEMENTARY SHARES TO BE ISSUED IN ORDER TO PRESERVE , IN COMPLIANCE WITH THE LAW, THE RIGHTS OF HOLDERS OF SECURITIES PROVIDING EN TITLEMENT TO SHARES; THAT THE PAR VALUE OF THE LOAN SECURITIES LIABLE TO BE IS SUED PURSUANT TO THE ABOVE DELEGATION OF POWERS MAY NOT BE GREATER THAN THREE BILLION EUROS, OR ITS EQUIVALENT IN FOREIGN CURRENCY; TO EXCLUDE SHAREHOLDER S PREFERENTIAL SUBSCRIPTION RIGHTS FOR THE SECURITIES TO BE ISSUED; THAT IF S UBSCRIPTIONS BY SHAREHOLDERS OR MEMBERS OF THE PUBLIC DO NOT ABSORB THE ENTIRE ISSUE OF SHARES OR SECURITIES AS DEFINED, THE BOARD OF DIRECTORS MAY USE ONE OR MORE OF THE FOLLOWING POSSIBILITIES, IN SUCH ORDER AS IT MAY THINK FIT: LIM IT THE ISSUE TO THE NUMBER OF SUBSCRIPTIONS PROVIDED THAT THIS AMOUNTS TO AT L EAST THREE QUARTERS OF THE PLANNED AMOUNT OF THE ISSUE; FREELY ALLOT ALL OR PA RT OF THE UNSUBSCRIBED SECURITIES; OFFER ALL OR PART OF THE UNSUBSCRIBED SECUR ITIES TO THE GENERAL PUBLIC; THAT WHERE THE BOARD OF DIRECTORS OBSERVES SURPLU S DEMAND, THE NUMBER OF SECURITIES TO BE ISSUED MAY BE INCREASED WITHIN 30 DAY S OF THE CLOSE OF THE SUBSCRIPTION PERIOD, UNDER THOSE CONDITIONS PROVIDED IN ARTICLE L. 225-135-1 OF THE COMMERCIAL CODE, UP TO A LIMIT OF 15% OF THE INITI AL ISSUE AND AT THE SAME PRICE AS ADOPTED FOR THE INITIAL ISSUE; EXCLUDE SHARE HOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS FOR SHARES ISSUED BY THE CONVERSION OF BONDS OR BY THE EXERCISE OF WARRANTS; THAT THE ISSUE PRICE OF THE SHARES SH ALL BE AT LEAST EQUAL TO THE WEIGHTED AVERAGE STOCK MARKET PRICE OVER THE LAST 3 STOCK MARKET SESSIONS PRECEDING THE FIXING OF THE PRICE, WITH THE POSSIBLE APPLICATION OF A DISCOUNT OF UP TO 5%; THAT THE BOARD OF DIRECTORS SHALL HAVE ALL POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER SUCH CONDITIONS AS LAID DOWN BY LAW, TO IMPLEMENT THIS DELEGATION OF POWERS, IN ORDER IN PARTICULAR TO DETE RMINE THE DATES AND TERMS OF ISSUE AS WELL AS THE FORMS AND CHARACTERISTICS OF THE SECURITIES TO BE CREATED, TO FIX THE ISSUE PRICE AND CONDITIONS, TO FIX T HE AMOUNTS TO BE ISSUED, DETERMINE THE DATE OF POSSESSION AND ENTITLEMENT TO D IVIDENDS OF THE SECURITIES TO BE ISSUED, WHICH MAY BE RETROACTIVE, THE METHOD FOR PAYING UP THE SHARES OR OTHER SECURITIES ISSUED, AND, WHERE APPLICABLE, LA Y DOWN CONDITIONS FOR THEIR BUY-BACK ON THE STOCK MARKET, THE POSSIBILITY OF S USPENSION OF THE EXERCISE OF RIGHTS TO THE ALLOTMENT OF SHARES ATTACHED TO SEC URITIES FOR A PERIOD WHICH SHALL NOT EXCEED 3 MONTHS, FIX THE MECHANISM FOR TH E PRESERVATION OF RIGHTS OF HOLDERS OF SECURITIES PROVIDING FUTURE ACCESS TO T HE SHARE CAPITAL OF THE COMPANY, IN ACCORDANCE WITH LAWS AND REGULATIONS; IN A DDITION, THE BOARD MAY PROCEED, WHERE NECESSARY, WITH ANY AND ALL DEDUCTIONS F ROM THE ISSUE PREMIUM S INCLUDING IN PARTICULAR FOR EXPENSES INCURRED FOR THE COMPLETION OF THE ISSUES, AND SHALL GENERALLY TAKE ALL NECESSARY STEPS AND CO NCLUDE ALL AGREEMENTS IN ORDER TO COMPLETE SUCH ISSUES PROPERLY AND OBSERVE TH E CAPITAL INCREASES ARISING FROM ANY ISSUE UNDERTAKEN THROUGH THE USE OF THIS DELEGATION OF POWERS AND PROCEED WITH THE CORRELATIVE AMENDMENT OF THE ARTICLE S OF ASSOCIATION; IN THE EVENT OF AN ISSUE OF LOAN SECURITIES, THE BOARD OF DI RECTORS SHALL HAVE ALL POWERS, WITH THE POSSIBILITY OF SUB-DELEGATING UNDER TH OSE CONDITIONS LAID DOWN BY LAW, IN ORDER TO DECIDE, IN PARTICULAR, ON WHETHER SAID SECURITIES SHALL BE SUBORDINATED OR NOT, ON THEIR INTEREST RATE, THEIR T ERM, THE FIXED OR VARIABLE REDEMPTION PRICE WITH OR WITHOUT A PREMIUM, THE DET AILS OF AMORTIZATION DEPENDING ON MARKET CONDITIONS AND THE CONDITIONS UNDER W HICH SAID SECURITIES SHALL PROVIDE ENTITLEMENT TO SHARES IN THE COMPANY; AUTH ORITY EXPIRES AT THE GENERAL MEETING CALLED TO DECIDE ON THE ACCOUNTS FOR THE FY 2006 e.15 AUTHORIZE THE BOARD OF DIRECTORS: TO INCREASE Management THE CAPITAL OF THE COMPANY BY A MAXIMUM PAR VALUE OF 300 MILLION EUROS, BY THE SUCCESSIVE OR SIMULTANEOUS ISSU E, ON ONE OR MORE OCCASIONS, OF NEW SHARES IN THE COMPANY IN ORDER TO REMUNERA TE SECURITIES CONTRIBUTED IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-1 48 OF THE COMMERCIAL CODE IN A PUBLIC EXCHANGE OFFERING CONCERNING THE SHARES OF A COMPANY ACCEPTED FOR TRADING ON A REGULATED MARKET OR OFFICIALLY LISTED I N A STATE WHICH IS A SIGNATORY TO THE AGREEMENT ON THE EUROPEAN ECONOMIC AREA OTHER THAN FRANCE OR A MEMBER STATE OF THE ORGANIZATION FOR ECONOMIC CO-OPERAT ION AND DEVELOPMENT; THE PAR VALUE FOR LOAN SECURITIES ISSUED, IF ANY, PURSUAN T TO THIS AUTHORIZATION MAY NOT EXCEED 300 BILLION EUROS; THE BOARD OF DIRECTO RS SHALL HAVE ALL POWERS, WITH THE RIGHT TO SUB-DELEGATE UNDER SUCH CONDITIONS AS LAID DOWN BY LAW, DECIDING ON A REPORT BY THE STATUTORY AUDITOR OR STATUTO RY AUDITORS, TO IMPLEMENT THIS DELEGATION OF POWERS, IN ORDER IN PARTICULAR TO : FIX THE PARITY OF EXCHANGE AS WELL AS THE AMOUNT OF THE CASH BALANCE TO BE P AID, IF ANY, OBSERVE THE NUMBER OF SHARES TO BE ISSUED, DETERMINE THE DATES AN D ISSUE CONDITIONS, INCLUDING IN PARTICULAR THE PRICE AND DATE OF ENTITLEMENT TO DIVIDENDS, OF THE NEW SHARES OR OF THE SECURITIES PROVIDING ACCESS IMMEDIAT ELY AND/OR AT A FUTURE DATE TO AN AMOUNT OF THE SHARE CAPITAL OF THE COMPANY, RECORD, AMONG THE LIABILITIES ON THE COMPANY S BALANCE SHEET IN A CONTRIBUTIO N ISSUE PREMIUM ACCOUNT, TO WHICH ALL SHAREHOLDERS SHALL BE ENTITLED, THE DIF FERENCE BETWEEN THE ISSUE PRICE OF THE NEW SHARES AND THEIR PAR VALUE, INCREAS E S ARISING THERE FROM AND PROCEED WITH THE CORRELATIVE AMENDMENT OF THE ARTI CLES OF ASSOCIATION; AUTHORITY EXPIRES AT THE GENERAL MEETING CALLED TO DECID E ON THE ACCOUNTS FOR THE FY 2006 e.16 APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF Management THE RESOLUTIONS 13, 14 AND 15, TO FIX THE MAXIMUM PAR VALUE OF LOAN SECURITIES LIABLE TO BE ISSUED PURSUANT TO THE AUTHORIZATION GRANTED BY THE AFOREMENTIONED RESOLUTIONS AT THE SUM OF 3 BI LLION EUROS, OR ITS EQUIVALENT IN FOREIGN CURRENCY; AND, FIX THE MAXIMUM PAR VALUE OF CAPITAL INCREASES, WHETHER IMMEDIATE AND/OR AT A FUTURE DATE, LIABLE TO BE UNDERTAKEN PURSUANT TO THE AUTHORIZATIONS GRANTED BY THE AFOREMENTIONED RESOLUTIONS, AT THE SUM OF 500 MILLION EUROS, THE EUROS, IT BEING SPECIFIED T HAT TO THIS PAR VALUE SHALL BE ADDED, WHERE NECESSARY, THE PAR VALUE OF SUPPLE MENTARY SHARES TO BE ISSUED IN ORDER TO PRESERVE, IN ACCORDANCE WITH THE LAW, THE RIGHTS OF HOLDERS OF SECURITIES PROVIDING ENTITLEMENT TO SHARES e.17 AUTHORIZE THE BOARD OF DIRECTORS, UNDER THE QUORUM Management AND MAJORITY CONDITIONS REQ UIRED FOR OGM, IN ORDER TO INCREASE THE SHARE CAPITAL, ON ONE OR MORE OCCASION S, BY AN AMOUNT OF UP TO A MAXIMUM PAR VALUE OF ONE BILLION EUROS, BY SUCCESSI VE OR SIMULTANEOUS INCORPORATION INTO THE CAPITAL OF ALL OR PART OF THE RESERV ES, PROFITS OR SHARE ISSUE PREMIUMS, CONTRIBUTION ISSUE PREMIUMS OR MERGER ISS UE PREMIUMS, TO BE UNDERTAKEN BY THE CREATION AND GRATUITOUS ALLOTMENT OF SHAR ES OR BY THE INCREASE OF THE PAR VALUE OF SHARES OR BY THE JOINT USE OF BOTH O F THESE PROCESSES; AND AUTHORIZE THE BOARD OF DIRECTORS, WITH THE RIGHT TO SUB -DELEGATE UNDER THOSE CONDITIONS LAID DOWN BY LAW, IN ORDER IN PARTICULAR TO D ETERMINE THE DATES AND MECHANISM OF ISSUE, FIX THE ISSUE PRICE AND CONDITIONS, FIX THE AMOUNTS TO BE ISSUED AND, MORE GENERALLY, TAKE ALL STEPS IN ORDER TO ENSURE THE PROPER COMPLETION OF THE SAME, ACCOMPLISH ALL ACTS AND FORMALITIES IN ORDER TO MAKE THE CORRESPONDING CAPITAL INCREASE S DEFINITIVE AND MAKE THE CORRELATIVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES AT THE GENERAL MEETING CALLED TO DECIDE ON THE ACCOUNTS FOR THE FY 2006 e.18 APPROVE, IN THE FRAMEWORK OF ARTICLES L. 443-1 Management ET SEQ. OF THE EMPLOYMENT CODE AND ARTICLE L. 225-138-1 OF THE COMMERCIAL CODE, TO TERMINATE, AS OF THIS GENE RAL MEETING, THE AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS BY THE MIXED GENERAL MEETING OF 29 APR 2003, IN THE FRAMEWORK OF THE RESOLUTION 27; AUTHORI ZE THE BOARD OF DIRECTORS IN ORDER TO PROCEED WITH A CAPITAL INCREASE WITHIN A LIMIT OF 4% OF THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY ITS SIMPLE DEC ISION ALONE, THROUGH THE ISSUE OF SHARES OR OTHER SECURITIES PROVIDING ENTITLE MENT TO THE SHARE CAPITAL OF THE COMPANY AND RESERVED TO MEMBERS OF (I) AN ENT ERPRISE-LEVEL COMPANY SAVINGS SCHEME, OR (II) A GROUP-LEVEL COMPANY SAVINGS SC HEME, OR (III) A VOLUNTARY PARTNERED GROUP- OR ENTERPRISE-LEVEL COMPANY SAVING S SCHEME; EMPLOYEES OR CORPORATE OFFICERS OF THE COMPANY OR OF A FRENCH OR FOR EIGN COMPANY IN THE GROUP AND WHICH IS TIED TO THE GROUP WITHIN THE MEANING OF ARTICLE L. 225-180 OF THE COMMERCIAL CODE AND ARTICLE L. 444-3 OF THE EMPLOYM ENT CODE, AND WHICH IS MAJORITY-HELD EITHER DIRECTLY OR INDIRECTLY BY THE COMP ANY; APPROVE TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHTS OF SHAREHOLDERS, IN FAVOR OF SAID BENEFICIARIES; THAT THE BOARD OF DIRECTORS MAY PROVIDE FOR TH E GRATUITOUS ATTRIBUTION OF SHARES OR OTHER SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL OF THE COMPANY, IT BEING UNDERSTOOD THAT THE TOTAL ADVANTAGE ARI SING FROM SUCH ATTRIBUTION AND, WHERE APPLICABLE, FROM THE COMPANY S COMPLEMEN TARY CONTRIBUTION AND DISCOUNT ON THE SUBSCRIPTION PRICE, MAY NOT EXCEED THE S TATUTORY OR REGULATORY LIMITS; THAT THE SUBSCRIPTION PRICE FOR NEW SHARES MAY NEITHER BE HIGHER THAN THE AVERAGE OF THE OPENING PRICE QUOTED IN THE LAST 20 STOCK-MARKET SESSIONS PRECEDING THE DATE OF THE MEETING OF THE BOARD OF DIRECT ORS FIXING THE DATES OF BEGINNING OF SUBSCRIPTIONS, NOR LESS THAN 20% OF SAID AVERAGE OR 30%, RESPECTIVELY, FOR THE CASE OF A SAVINGS SCHEME OR VOLUNTARY PA RTNERED EMPLOYEES SAVINGS SCHEME; THE CHARACTERISTICS OF THE ISSUES OF OTHER SECURITIES PROVIDING ENTITLEMENT TO THE SHARE CAPITAL OF THE COMPANY SHALL BE DETERMINED BY THE BOARD OF DIRECTORS UNDER SUCH CONDITIONS AS LAID DOWN BY REG ULATIONS; AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO IMPLEMENT THIS DELEGATI ON OF POWERS, INCLUDING IN PARTICULAR TO: DECIDE ON AND FIX THE TERMS OF THE I SSUE AND ATTRIBUTION OF GRATUITOUS SHARES OR OTHER SECURITIES PROVIDING ENTITL EMENT TO THE SHARE CAPITAL, PURSUANT TO THE AUTHORIZATION GRANTED; DECIDE ON T HE AMOUNT TO ISSUE, THE ISSUE PRICE, THE TERMS OF EACH ISSUE; DETERMINE THE DA TES FOR BEGINNING AND END OF THE SUBSCRIPTION PERIOD; FIX, WITHIN STATUTORY LI MITS, THE PERIOD GRANTED TO SUBSCRIBERS IN ORDER TO PAY UP SHARES AND, WHERE A PPLICABLE, OTHER SECURITIES PROVIDING ENTITLEMENT TO THE SHARE CAPITAL OF THE COMPANY; DETERMINE THE DATE, WHICH MAY BE RETROACTIVE, FOR POSSESSION AND ENTI TLEMENT TO DIVIDENDS FOR THE NEW SHARES AND, AS APPLICABLE, THE OTHER SECURITI ES PROVIDING ENTITLEMENT TO THE SHARE CAPITAL OF THE COMPANY; DETERMINE THE TE RMS AND CONDITIONS OF OPERATIONS TO BE UNDERTAKEN PURSUANT TO THIS AUTHORIZATI ON AND REQUEST THE LISTING OF THE CREATED SECURITIES ON THE STOCK MARKET WHERE VER IT MAY DECIDE; THE BOARD OF DIRECTORS SHALL ALSO HAVE ALL POWERS, WITH THE RIGHT TO SUBDELEGATE SUCH POWERS, IN ORDER TO OBSERVE FORMALLY THE CAPITAL IN CREASES UP TO THE AMOUNT OF THE SHARES ACTUALLY SUBSCRIBED TO, PROCEED WITH TH E CORRELATIVE AMENDMENT OF THE ARTICLES OF ASSOCIATION, ACCOMPLISH ALL OPERATI ONS AND FORMALITIES EITHER DIRECTLY OR THOUGH AN AGENT AS ARE CONNECTED TO THE CAPITAL INCREASES BY ITS SIMPLE DECISION, AND, WHERE IT DEEMS IT FITTING, DED UCT THE COSTS OF THE CAPITAL INCREASES FROM THE SHARE ISSUE PREMIUMS PERTAININ G THERETO AND DEDUCT THE NECESSARY SUMS FROM SAID AMOUNT IN ORDER TO INCREASE THE STATUTORY RESERVE TO 1/10TH OF THE NEW SHARE CAPITAL AFTER EACH CAPITAL IN CREASE AND PROCEED WITH ALL FORMALITIES AND DECLARATIONS WITH ALL BODIES AND D O ALL THAT IS OTHERWISE NECESSARY; AUTHORITY EXPIRES AT THE GENERAL MEETING W HICH IS CALLED TO DECIDE ON THE ACCOUNTS FOR THE FY 2006 e.19 AMEND THE PARAGRAPH 4 OF ARTICLE 9 OF THE ARTICLES Management OF ASSOCIATION PURSUANT TO THE PROVISIONS OF ORDINANCE NO. 2004-604 OF 24 JUN 2004, AND TO INCREASE THE S HAREHOLDING THRESHOLD FIXED IN THE ARTICLES OF ASSOCIATION BY INCREASING IT TO 2%, AS SPECIFIED O.20 GRANT ALL POWERS ON THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO PROCEED WITH ALL NECESSARY FILING AND PUBLICATIONS FORMALI TIES AS PROVIDED FOR BY LAW * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. TH E FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERE D INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROC ESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CU STODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE THAT THE MEETING HELD ON 18 APR 2005 Non-Voting HAS BEEN POSTPONED AND THAT T HE SECOND CONVOCATION WILL BE HELD ON 29 APR 2005. PLEASE ALSO NOTE THE NEW CU TOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROX Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting IN THE MEETING DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * PLEASE NOTE THAT THIS IS A COMBINED GENERAL MEETING. Non-Voting THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- RIO TINTO LTD AGM Meeting Date: 04/29/2005 Issuer: Q81437107 ISIN: AU000000RIO1 SEDOL: 5782068, 6220103, 6227513 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- S.1 AUTHORIZE THE COMPANY, SUBJECT TO THE CONSENT Management For IN WRITING OF THE HOLDER OF THE SPECIAL VOTING SHARE, TO BUY-BACKS BY THE COMPANY OF FULLY PAID ORDINARY SHARE S IN THE COMPANY ORDINARY SHARES IN THE 12 MONTH PERIOD FOLLOWING THIS APPRO VAL: A) UNDER ONE OR MORE OFF-MARKET BUY-BACK TENDER SCHEMES IN ACCORDANCE WIT H THE TERMS AS SPECIFIED, BUT ONLY TO THE EXTENT THAT THE NUMBER OF ORDINARY S HARES BOUGHT BACK UNDER THE BUY-BACK TENDERS, TOGETHER WITH THE NUMBER OF ORDI NARY SHARES BOUGHT BACK ON-MARKET BY THE COMPANY, DOES NOT EXCEED IN THAT IN T HE12 MONTH PERIOD 10% OF THE MINIMUM NUMBER OF ORDINARY SHARES ON ISSUE EXCLUD ING FROM THE CALCULATION OF THAT MINIMUM NUMBER FOR ALL PURPOSES THOSE ORDINAR Y SHARES HELD BY OR ON BEHALF OF THA OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC DURING SUCH PERIOD; AND B) FOLLOWING ANY BUY-BACK TENDER, FROM THA UPON THE TE RMS AND SUBJECT TO THE CONDITIONS SET OUT IN THE DRAFT BUY-BACK AGREEMENT BETW EEN THE COMPANY AND THA ENTITLED THA MATCHING BUY-BACK AGREEMENT S.2 AMEND, SUBJECT TO THE CONSENT IN WRITING OF THE Management For HOLDER OF THE SPECIAL VOTING S HARE AND SUBJECT TO THE PASSING OF RESOLUTION 3, ARTICLE 33(A)(III) OF RIO TIN TO PLC S ARTICLES OF ASSOCIATION AND RULE 7(A)(III) OF THE COMPANY S CONSTITUT ION S.3 AMEND, SUBJECT TO THE CONSENT IN WRITING OR THE Management For HOLDER OF THE SPECIAL VOTING S HARE AND SUBJECT TO THE PASSING OF RESOLUTION 2, CLAUSE 5.1 .2 (B) OF THE DLC MERGER SHARING AGREEMENT DATED 21 DEC 1995 THE SHARING AGREEMENT BETWEEN RIO TINTO PLC AND THE COMPANY S.4 APPROVE: A) THE BUY-BACKS BY THE COMPANY FROM Management For THA OF ORDINARY SHARES UPON THE TERMS AND SUBJECT. TO THE CONDITIONS SET OUT IN THE DRAFT BUY-BACK AGREEMENT B ETWEEN THE COMPANY AND THA ENTITLED 2005 RTL-THA AGREEMENT ; AND B) ON MAR KET BUY-BACKS BY THE COMPANY OF ORDINARY SHARES: I) BUT ONLY TO THE EXTENT THA T THE NUMBER OF ORDINARY SHARES BOUGHT BACK ON MARKET BY THE COMPANY PURSUANT TO THE APPROVAL UNDER POINT (B) TOGETHER WITH THE NUMBER OF ORDINARY SHARES BO UGHT BACK UNDER THE BUY-BACK TENDERS, DOES NOT EXCEED IN ANY 12 MONTH PERIOD 1 0 % OF THE MINIMUM NUMBER OF ORDINARY SHARES ON ISSUE EXCLUDING FROM THE CALC ULATION OF THAT MINIMUM NUMBER FOR ALL PURPOSES THOSE ORDINARY SHARES HELD BY OR ON BEHALF OF THA OR ANY OTHER SUBSIDIARY OF RIO TINTO PLC DURING SUCH PERI OD: AND II) AT A PRICE PER ORDINARY SHARE OF NOT MORE THAN 5% ABOVE THE AVERAG E MARKET PRICE OF THE ORDINARY SHARES CALCULATED OVER THE LAST FIVE DAYS ON WH ICH SALES OF ORDINARY SHARES WERE RECORDED ON THE AUSTRALIAN STOCK EXCHANGE BE FORE THE DAY ON WHICH THE ORDINARY SHARES ARE BOUGHT BACK 5. ELECT MR. RICHARD GOODMANSON AS A DIRECTOR Management For 6. ELECT MR. ASHTON CALVERT AS A DIRECTOR Management For 7. ELECT MR. VIVIENNE COX AS A DIRECTOR Management For 8. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For 9. APPROVE THE REMUNERATION REPORT AS SPECIFIED Management For IN THE 2004 ANNUAL REVIEW AND THE 2004 ANNUAL REPORT AND THE FINANCIAL STATEMENTS 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF RIO TINTO PLC UNTIL T HE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE RIO TINTO PLC AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION 11. RECEIVE THE COMPANY S FINANCIAL STATEMENTS; THE Management For REPORT OF THE DIRECTORS AND TH E REPORT OF THE AUDITORS FOR THE YE 31 DEC 2004 - ----------------------------------------------------------------------------------------------------------------------------- RIUNIONE ADRIATICA DI SICURTA RAS SPA, MILANO MIX Meeting Date: 04/29/2005 Issuer: T79470109 ISIN: IT0000062825 BLOCKING SEDOL: 4718246, 4741833 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 02 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 APPROVE THE BALANCES SHEET REPORTS AS OF 31 DEC Management 2004; THE BOARD OF DIRECTORS REPORTS ON THE MANAGEMENT ACTIVITY AND THE INTERNAL AUDITORS REPORT; RESOLUTIO NS RELATED THERETO O.2 APPROVE TO REINSTATE THE BOARD OF DIRECTORS AFTER Management STATING THE DIRECTORS NUMBE R AND THEIR EMOLUMENT ; RESOLUTIONS RELATED THERETO O.3 GRANT AUTHORITY TO BUY OWN SHARES AND DISPOSE Management OF THEM AS PER ARTICLE 2357 AND FOLLOWING IF ITALIAN CIVIL CODE AND ARTICLE 132 OF LEGISLATIVE DECREE NO. 58/9 8; RESOLUTIONS RELATED THERETO E.1 AMEND ARTICLE 7, 31 AND 32 OF THE BY-LAW; RESOLUTIONS Management RELATED THERETO E.2 APPROVE TO EMPOWER THE BOARD OF DIRECTORS FOR Management A STOCK CAPITAL INCREASE AND THE BONDS ISSUE AS PER ARTICLE 2443 AND 2420 TER ITALIAN CIVIL CODE - ----------------------------------------------------------------------------------------------------------------------------- SERCO GROUP PLC AGM Meeting Date: 04/29/2005 Issuer: G80400107 ISIN: GB0007973794 SEDOL: 0797379, 5457593 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ANNUL REVIEW AND ACCOUNTS Management For AND REPORTS OF THE DIRECTORS A ND THE AUDITORS OF THE COMPANY FOR THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For DEC 2004 AS SPECIFIED 3. DECLARE A FINAL DIVIDEND OF 1.82P PER ORDINARY Management For SHARE FOR THE YE 31 DEC 2004 4. RE-ELECT MR. CHRISTOPHER HYMAN AS AN EXECUTIVE Management For DIRECTOR 5. RE-ELECT MR. ANDREW JENNER AS AN EXECUTIVE DIRECTOR Management For 6. RE-ELECT MR. DEANNE JULIUS AS A NON-EXECUTIVE Management For DIRECTOR 7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE COMPANY Management For S AUDITORS 8. AUTHORIZE THE AUDIT COMMITTEE TO FIX THE AUDITOR Management For S REMUNERATION 9. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For UP TO A MAXIMUM NOMINAL A MOUNT OF GBP 3,057,883, SUBJECT TO AND IN ACCORDANCE WITH ARTICLE 6 OF THE COM PANY S ARTICLES OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY OR 29 JUL 2006 10. AUTHORIZE THE COMPANY TO INCUR EU POLITICAL EXPENDITURE, Management For AS DEFINED IN SECTION 347A OF THE COMPANIES ACT 1985, UP TO AN AMOUNT NOT EXCEEDING GBP 50,000; AU THORITY EXPIRES EARLIER ON 29 JUL 2006 OR AT THE CONCLUSION OF THE COMPANY S A GM IN 2006 11. AUTHORIZE SERCO LIMITED, BEING A WHOLLY-OWNED Management For SUBSIDIARY OF THE COMPANY, TO IN CUR EU POLITICAL EXPENDITURE, SPECIFIED IN SECTION 347A OF THE COMPANIES ACT 1 985, UP TO AN AMOUNT NOT EXCEEDING GBP 50,000; AUTHORITY EXPIRES EARLIER ON 2 9 JUL 2006 OR AT THE CONCLUSION OF COMPANY S AGM IN 2006 12. AUTHORIZE ITNET UK LIMITED, BEING A SUBSIDIARY Management For OF THE COMPANY, TO INCUR EU POL ITICAL EXPENDITURE, SPECIFIED IN SECTION 347A OF THE COMPANIES ACT 1985, UP TO AN AMOUNT NOT EXCEEDING GBP 30,000; AUTHORITY EARLIER ON 29 JUL 2006 OR AT T HE CONCLUSION OF THE COMPANY S AGM IN 2006 13. AUTHORIZE THE FRENCH THORNTON PARTNERSHIP LIMITED, Management For BEING A SUBSIDIARY OF THE C OMPANY, TO INCUR EU POLITICAL EXPENDITURE, SPECIFIED IN SECTION 347A OF THE CO MPANIES ACT 1985, UP TO AN AMOUNT NOT EXCEEDING GBP 30,000; AUTHORITY EXPIRES EARLIER ON 29 JUL 2006 OR AT THE COMPANY S AGM IN 2006 S.14 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE WITH ARTICLE 7 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLO T EQUITY SECURITIES FOR CASH PROVIDED THAT THE ALLOTMENT OF EQUITY SECURITIES SHALL BE LIMITED TO HAVING A NOMINAL AMOUNT NOT EXCEEDING IN AGGREGATE GBP 463 ,315; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR O N 29 JUL 2006 S.15 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES A CT 1985 OF UP TO 46,331,570 ORDINARY SHARES OF 2 PENCE EACH IN ACCORDANCE WIT H ARTICLE 11 OF THE COMPANY S ARTICLES OF ASSOCIATION, AT A MINIMUM PRICE OF 2 PENCE AND UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PART LY AFTER SUCH EXPIRY 16. AMEND THE RULES OF THE SERCO GROUP PLC 1998 EXECUTIVE Management For OPTION PLAN THE AMENDM ENTS AS SPECIFIED; AUTHORIZE THE DIRECTORS TO DO ALL ACTS AND THINGS NECESSA RY TO CARRY THE AMENDMENTS INTO EFFECT INCLUDING OBTAINING INLAND REVENUE APPR OVAL TO THE AMENDMENTS 17. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For GROUP PLC 2005 SAVINGS-RELATED SHARE OPTION SCHEME THE SAYE SCHEME AS SPECIFIED, AND TO DO ALL THINGS THA T MAY BE CONSIDERED NECESSARY OR EXPEDIENT TO IMPLEMENT OR GIVE EFFECT TO THE SAME INCLUDING MAKING ANY AMENDMENTS THAT MAY BE REQUIRED FOR THE PURPOSE OF O BTAINING THE APPROVAL OF THE INLAND REVENUE TO THE SAYE SCHEME UNDER THE PROVI SIONS OF PART 6, CHAPTER 7 AND SCHEDULE 3 TO THE INCOME TAX EARNINGS AND PENS IONS ACT 2003 AND AUTHORIZE THE DIRECTORS TO ADOPT FURTHER SCHEMES BASED ON T HE SAYE SCHEME BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT SUCH FURTHER SCHEMES SH ALL COUNT AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE SAYE SCHEME 18. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For GROUP 2005 - EXECUTIVE OPTION P LAN THE NEW OPTION PLAN AS SPECIFIED AND TO DO ALL THINGS THAT MAY BE CONS IDERED NECESSARY OR EXPEDIENT TO IMPLEMENT OR GIVE EFFECT TO THE SAME, INCLUDI NG MAKING ANY AMENDMENTS THAT MAY BE REQUIRED FOR THE PURPOSE OF OBTAINING INL AND REVENUE APPROVAL TO THE NEW OPTION PLAN UNDER SCHEDULE 4 TO THE INCOME TAX EARNINGS AND PENSIONS ACT 2003 AND AUTHORIZE THE DIRECTORS TO ADOPT FURTHER SCHEMES BASED ON THE NEW OPTION PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TA X, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT SUCH FURTHER SCHEMES SHALL COUNT AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL P ARTICIPATION UNDER THE NEW OPTION PLAN 19. AUTHORIZE THE DIRECTORS TO ADOPT THE NEW SERCO Management For GROUP 2005 LONG TERM INCENTIVE SCHEME THE NEW LTIS AS SPECIFIED AND TO DO ALL THINGS THAT MAY BE CONSIDER ED NECESSARY OR EXPEDIENT TO IMPLEMENT OR GIVE EFFECT TO THE SAME AND AUTHORIZ E THE DIRECTORS TO ADOPT FURTHER SCHEMES BASED ON THE NEW LTIS BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TE RRITORIES, PROVIDED THAT SUCH FURTHER SCHEMES SHALL COUNT AGAINST ANY LIMITS O N INDIVIDUAL OR OVERALL PARTICIPATION UNDER THE NEW LTIS - ----------------------------------------------------------------------------------------------------------------------------- VEDIOR NV, AMSTERDAM AGM Meeting Date: 04/29/2005 Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING SEDOL: 5205361, 5869585, B02P0N5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE ANNUAL REPORT AND THE ACCOUNT Non-Voting 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Non-Voting THE SUPERVISORY BOARD 4. APPROVE THE CORPORATE GOVERNANCE Non-Voting 5. GRANT AUTHORITY TO ISSUE SHARES WITH LIMITATION/EXCLUSION Non-Voting PREFERENTIAL RIGHT 6. GRANT AUTHORITY TO BUY OWN SHARES Non-Voting 7. APPOINT A MEMBER OF THE SUPERVISORY BOARD Non-Voting 8. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Non-Voting 9. APPROVE TO DECREASE THE CAPITAL: WITHDRAWAL Non-Voting PREFERENTIAL SHARES A AND WITHD RAWAL PREFERENTIAL SHARES B 10. AMEND THE ARTICLES OF ASSOCIATION Non-Voting 11. QUESTIONS Non-Voting 12. CLOSE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- VEDIOR NV, AMSTERDAM AGM Meeting Date: 04/29/2005 Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING SEDOL: 5205361, 5869585, B02P0N5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 207989 DUE TO CHANGE IN VO TING STATUS. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE ANNUAL REPORT AND THE ACCOUNTS 2004: Management REPORT BY THE MANAGEMENT BOAR D AND PRECEDING ADVICE BY SUPERVISORY BOARD; REPORT OF STICHTING ADMINISTRATI EKANTOOR VAN GEWONE AANDELEN VEDIOR ; ADOPTION OF THE ANNUAL ACCOUNT 2004; AND TO MAKE A PAYMENT OUT OF THE DISTRIBUTABLE PART OF THE SHAREHOLDERS EQUITY 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE SUPERVISORY BOARD 4. APPROVE THE CORPORATE GOVERNANCE Management 5. APPROVE TO EXTEND THE AUTHORIZATION OF THE MANAGEMENT Management BOARD TO ISSUE SHARES AN D RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS 6. AUTHORIZE THE MANAGEMENT BOARD TO PURCHASE DEPOSITORY Management RECEIPTS FOR THE COMPA NY S OWN SHARES FOR AN 18 MONTHS PERIOD 7. RE-APPOINT MR. D. SINNINGHE DAMSTE AS A MEMBER Management OF THE SUPERVISORY BOARD 8. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 9. APPROVE TO REDUCE THE CAPITAL BY REDEMPTION OF: Management A) PREFERENCE SHARES A AND B) PREFERENCE SHARES B 10. AMEND THE ARTICLES OF ASSOCIATION Management 11. ANY OTHER BUSINESS Other 12. CLOSE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- VEDIOR NV, AMSTERDAM EGM Meeting Date: 04/29/2005 Issuer: N9202Y107 ISIN: NL0000390854 BLOCKING SEDOL: 5205361, 5869585, B02P0N5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPROVE TO MAKE RECOMMENDATIONS FOR THE APPOINTMENT Management OF A MEMBER OF THE BOARD O F THE STICHTING ADMINISTRATIEKANTOOR OF ORDINARY SHARES VEDIOR 3. QUESTIONS Other 4. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- BANCA ANTONIANA POPOLARE VENETA SPA, PADOVA OGM Meeting Date: 04/30/2005 Issuer: T1211K107 ISIN: IT0003270102 BLOCKING SEDOL: 7340817, B06MTF7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 14 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU 1. APPROVE THE BOARD OF DIRECTORS AND INTERNAL Management AUDITORS REPORTS FOR FINANCIAL Y EAR 2004, BALANCE SHEET REPORTS AS OF 31 DEC 2004; RESOLUTIONS RELATED THERE T O AND POWER BESTOWAL 2. APPROVE THE BOARD OF DIRECTORS AND INTERNAL Management AUDITORS REPORTS ON BANCA ANTONI ANA POPOLARE VENETA GROUP CONSOLIDATED BALANCE SHEET AS OF 31 DEC 2004 3. APPOINT BOARD OF DIRECTORS MEMBERS AFTER STATING Management THEIR NUMBER AND THE TERM OF OFFICE, TO STATE THE MEDALS OF PRESENCE AS PER ARTICLE 20 OF BY-LAW 4. APPOINT INTERNAL AUDITORS MEMBERS AS PER ARTICLE Management 27 OF BYLAW, TO STATE THEIR EMOLUMENTS - ----------------------------------------------------------------------------------------------------------------------------- BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA OGM Meeting Date: 04/30/2005 Issuer: T1240P119 ISIN: IT0001254884 BLOCKING SEDOL: 5528604, 5616167, B014BV8, B020386 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 21 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004, THE BOARD OF DIRECTORS MAN AGEMENT REPORT AND EXTERNAL AUDITORS REPORTS AND THE RESOLUTIONS RELATED THER ETO 2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management PER ARTICLE 2357 AND 2357 TER OF THE ITALIAN CIVIL CODE 3. APPOINT THE MEMBERS OF BOARD OF DIRECTORS AFTER Management STATING THEIR NUMBER AS PER AR TICLE 19 OF THE BY-LAWS 4. APPROVE TO STATE THE BOARD OF DIRECTORS AND Management EXECUTIVE COMMITTEE EMOLUMENT AS PER ARTICLE 14 AND 26 OF THE BY-LAWS 5. APPOINT INTERNAL AUDITORS AS PER ARTICLE 33 OF Management THE BY-LAWS 6. APPROVE THE INTERNAL AUDITORS EMOLUMENT AS PER Management ARTICLE 14 OF THE BY-LAWS * PLEASE NOTE THAT AUDITORS AND DIRECTORS WILL Non-Voting BE APPOINTED BY SLATE VOTING. THA NK YOU. - ----------------------------------------------------------------------------------------------------------------------------- TISCALI SPA, CAGLIARI MIX Meeting Date: 04/30/2005 Issuer: T93541117 ISIN: IT0001453924 BLOCKING SEDOL: 4716949, 5953529, 5954265, 7152926 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 05 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED .THANK YOU O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004; RESOLUTIONS RELATED THERE TO O.2 APPOINT DIRECTORS AFTER STATING BOARD OF DIRECTORS Management MEMBERS NUMBER, TO STATE T HEIR EMOLUMENTS; RESOLUTIONS RELATED THERE TO O.3 APPOINT EXTERNAL DIRECTORS FOR FINANCIAL YEARS Management 2005, 2006, 2007; RESOLUTIONS R ELATED THERE TO E.1 AMEND THE ARTICLES 6 AND 7 OF THE BY-LAW; RESOLUTIONS Management RELATED THERE TO E.2 APPROVE THE STOCK CAPITAL INCREASE WITHOUT OPTION Management RIGHT AS PER ARTICLE 2441, 4 AND 2 OF ITALIAN CIVIL CODE FOR EUR 1, 750, 000 MAXIMUM BY ISSUING MAXIMUM NU MBER 3, 500, 000 ORDINARY SHARES (FACE VALUE EUR 0.50) TO BE OFFERED TO NEUE M EDIN ULM HOLDING GMBH AT A PRICE AVAILABLE AT NEW SHARES ISSUING DATE ; RESOLU TIONS RELATED THERE TO - ----------------------------------------------------------------------------------------------------------------------------- UNICREDITO ITALIANO SPA, GENOVA OGM Meeting Date: 04/30/2005 Issuer: T95132105 ISIN: IT0000064854 BLOCKING SEDOL: 0711670, 4232445, 5179712, B020SH0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 01 MAY 2005 AND A THIRD CALL ON 02 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMEND ED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM I S MET OR THE MEETING IS CANCELLED. THANK YOU * PLEASE NOTE THAT THIS IS A MIX MEETINH. THANK Non-Voting YOU. O.1 APPROVE THE BALANCE SHEET REPORTS AS OF 31 DEC Management 2004 TOGETHER WITH THE BOARD OF DIRECTORS, THE INTERNAL AND THE EXTERNAL AUDITORS REPORTS; THE CONSOLIDATED BALANCE SHEET REPORTS AND THE SOCIAL AND THE ENVIRONMENTAL REPORT O.2 APPROVE THE PROFIT ALLOCATION Management O.3 APPOINT THE DIRECTORS AFTER STATING THEIR NUMBER Management FOR THE FINANCIAL YEARS 2005- 2007 WITH TERM IN OFFICE EXPIRING AT THE MEETING CALLED TO APPROVE THE 2007 BA LANCE SHEET REPORTS O.4 APPROVE THE BOARD OF DIRECTORS AND THE EXECUTIVE Management COMMITTEE ANNUAL EMOLUMENT, A S PER ARTICLE 26 OF THE BY-LAW O.5 AUTHORIZE UNICREDITO ITALIANO S.P.A. TO JOIN Management THE EUROPEAN ECONOMIC INTEREST GR OUPING CALLED, GLOBAL DEVELOPMENT, AS PER ARTICLE 2361 COMMA 2, OF THE ITALIAN CIVIL CODE O.6 APPROVE TO TAKE ON SAVINGS SHAREHOLDERS REPRESENTATIVE Management S EMOLUMENT E.1 APPROVE THE MERGER BY INCORPORATION OF BANCA Management DELL UMBRIA 1462 S.P.A. AND CASSA RISPARMIO CARPI S.P.A. INTO UNICREDITO ITALIANO S.P.A.; AMEND THE BY-LAW - ----------------------------------------------------------------------------------------------------------------------------- ACCOR SA, COURCOURONNES OGM Meeting Date: 05/03/2005 Issuer: F00189120 ISIN: FR0000120404 BLOCKING SEDOL: 4024363, 4112321, 5852842, 5853726, 7163713 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management THE SUPERVISORY BOARD S COMMENT S AND THE GENERAL REPORT OF THE STATUTORY AUDITORS, APPROVE THE FINANCIAL STAT EMENTS AND THE BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004 O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management THE STATUTORY AUDITORS AND THE SUPERVISORY BOARD S COMMENTS, APPROVE THE 2004 CONSOLIDATED ACCOUNTS O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-86 OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID REPORT AND THE AGREEME NTS REFERRED TO THEREIN O.4 APPROVE THAT AN AMOUNT OF EUR 68,855,816.00 CHARGED Management TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO THE ORDINARY RESERVES A CCOUNT, TO WITHDRAW FROM THE ORDINARY RESERVES THE AMOUNT OF THE 2.5% TAX, CAL CULATED UPON THE SPECIAL RESERVES ON LONG-TERM CAPITAL GAINS, I.E. EUR 1,708,8 95.40 TO WHICH ARE ADDED EUR 330,982.10 CORRESPONDING TO THE 2.5% TAX CALCULA TED UPON THE RESERVE LEGAL QUOTA FORMED BY LONG-TERM CAPITAL GAINS , THE TOTAL AMOUNT OF THIS TAX IS OF EUR 2,039,877.50; TO ALLOCATE THE PROFITS FOR THE 20 04 FY: EUR 221,466,906.96, TO WHICH ARE ADDED THE PRIOR RETAINED EARNINGS: EUR 520,025,161.72, THE NON-PAID DIVIDEND OF THE PREVIOUS YEAR: EUR 1,605,167.55, THE PROVISIONS FOR SURPLUS WITHHOLDING: EUR 3,971,240.80, DISTRIBUTABLE PROFI TS: EUR 747,068,477.03, I.E. AN AMOUNT OF EUR 747,068,477.03 WHICH WILL BE ALL OTTED AS HEREUNDER: TO THE LEGAL RESERVE: EUR 396,413.38, TO THE GLOBAL DIVIDE ND: EUR 268,723,661.70, TO THE CARRY FORWARD ACCOUNT: EUR 477,948,401.95; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.30 PER SHARE, ELIGIBLE FOR T HE 50% ALLOWANCE, IT WILL BE PAID ON 17 MAY 2005 O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. RENAUD Management D ELISSAGARAY AS MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD, IF THE RESOLUTION NUMBER 25 IS ADOPTED, OF 4 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCK Management RIBOUD AS A MEMBER OF THE SU PERVISORY BOARD FOR A PERIOD, IF THE RESOLUTION NUMBER 25 IS ADOPTED, OF 4 YEA RS O.7 APPOINT MR. PAUL DUBRULE AS A MEMBER OF THE SUPERVISORY Management BOARD FOR A PERIOD, IF THE RESOLUTION NUMBER 25 IS ADOPTED, OF 4 YEARS O.8 APPOINT MR. THOMAS J. BARRACK AS A MEMBER OF Management THE SUPERVISORY BOARD FOR A PERIO D OF 4 YEARS, IF THE RESOLUTION NUMBER 25 IS ADOPTED AND UNDER THE SUSPENSIVE CONDITION OF THE ACHIEVEMENT OF THE TRANSACTIONS AIMED BY THE RESOLUTIONS NUMB ER 13 AND 14 O.9 APPOINT MR. SEBASTIEN BAZIN AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS, IF THE RESOLUTION NUMBER 25 IS ADOPTED AND UNDER THE SUSPENSIVE CO NDITION OF THE ACHIEVEMENT OF THE TRANSACTIONS AIMED BY THE RESOLUTIONS NUMBER 13 AND 14 O.10 APPOINT MR. DOMINIQUE MARCEL AS A MEMBER OF THE Management SUPERVISORY BOARD FOR A PERIOD , IF THE RESOLUTION NUMBER 25 IS ADOPTED, OF 4 YEARS O.11 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 305,000.00 Management TO THE MEMBERS OF THE SUP ERVISORY BOARD O.12 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 50.00, MINIMUM SALE PRICE: EUR 30.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 19,000,000 SHARES MAXIMUM NUMBER OF SHARES WHICH COULD BE ISSUED ACCORDING TH E PRESENT RESOLUTION AND CORRESPONDING TO A MAXIMUM AMOUNT OF EUR 950,000,000. 00 ; AUTHORITY EXPIRES AT THE END OF 18 MONTHS , IT CANCELS AND REPLACES THE AUTHORIZATION SET FORTH IN RESOLUTION NUMBER 7 AND GIVEN BY THE CGM OF 04 MAY 2004; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES O.13 APPROVE, TO PROCEED IN ONE TRANSACTION , WITH Management THE ISSUE OF 116,279 BONDS THE CONVERTIBLE BONDS OF A NOMINAL AMOUNT OF EUR 4,300.00 I.E. A TOTAL AMOUNT OF EUR: 499,999,700.00 WITH A RATIO OF EXCHANGE OF 100 NEW SHARES OF THE COMPAN Y WITH A NOMINAL VALUE OF EUR 3.00 FOR EACH ONE OF THE CONVERTIBLE BOND AND, THIS IF THE RESOLUTION NUMBER 14 IS ADOPTED; THE CONVERTIBLE BONDS WILL HAVE TO BE SUBSCRIBED AND TO BE FULLY PAID-UP IN CASH AT THE LATEST ON 31 MAY 2005; AUTHORIZE THE INCREASE OF THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EU R 34,883,700.00 AND THE ISSUE OF THE SHARES RESULTING FROM THE CONVERSION OF T HE CONVERTIBLE BONDS, THIS AMOUNT CORRESPONDING TO THE ISSUE OF A MAXIMUM OF 1 1,267,900 NEW SHARES, THIS INCREASE SHALL NOT COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 17 AND NUMBER 22; THIS CAPITAL INCREASE IS REAL IZED WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS IN FAVOR OF COLLIFE S.A.R .L O.14 APPROVE TO PROCEED WITH THE ISSUE OF 128,205 Management BONDS THE REDEEMABLE BONDS OF A NOMINAL AMOUNT OF EUR 3,900.00 I.E. A TOTAL AMOUNT OF EUR 499,999,500.00 WI TH A RATIO OF EXCHANGE OF 100 NEW SHARES OF THE COMPANY WITH A NOMINAL VALUE OF EUR 3.00 , FOR EACH ONE OF THE REDEEMABLE BOND; THE REDEEMABLE BONDS WILL H AVE TO BE SUBSCRIBED AND TO BE FULLY PAID-UP IN CASH AT THE LATEST ON 31 MAY 2 006; AUTHORIZE THE INCREASE OF SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EU R 38,461,500.00 AND THE ISSUE OF THE SHARES RESULTING FROM THE REDEMPTION OF R EDEEMABLE BONDS, THIS AMOUNTS CORRESPONDS TO THE ISSUE OF A MAXIMUM OF 12,820, 500 NEW SHARES, THIS INCREASE SHALL NOT COUNT AGAINST THE OVERALL VALUE SET FO RTH IN RESOLUTION NUMBER 17 AND NUMBER 22; THIS INCREASE IS REALIZED WITH THE WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS IN FAVOR OF COLLIFE S.A.R.L O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management SHARE CAPITAL BY CANCELLING TH E SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN AUTHO RIZATION GIVEN IN RESOLUTION NUMBER 12 AND, OR ANY OTHER AUTHORIZATION OF THE SAME KIND, IN 24 MONTHS NOT EXCEEDING 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESS ARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; IT CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 8 AND GIVEN BY THE CGM OF 04 MA Y 2004 O.16 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 100,00 0,000.00, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS, BY WAY OF ISSUING S HARES AND SECURITIES GIVING ACCESS TO THE COMPANY S SHARES OR OF A COMPANY FRO M WHICH IT OWNS MORE THAN HALF OF THE CAPITAL OR GIVING RIGHT TO THE ALLOTMENT OF EQUITY SECURITIES; NOT EXCEEDING A NOMINAL VALUE OF EUR 1,000,000,000.00; AUTHORITY EXPIRES AT THE END 26 OF MONTHS ; IT CANCELS AND REPLACES THE DELEG ATION SET FORTH IN RESOLUTION NUMBER 10 AND GIVEN BY THE CGM OF 04 MAY 2004; A UTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.17 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 200,00 0,000.00, WITH SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, BY W AY OF ISSUING SHARES AND SECURITIES GIVING ACCESS TO THE COMPANY S SHARES OR O F A COMPANY FROM WHICH IT OWNED MORE THAN HALF OF THE CAPITAL OR GIVING RIGHT TO THE ALLOTMENT OF EQUITY SECURITIES; NOT EXCEEDING A NOMINAL VALUE OF EUR 2, 000,000,000.00; AUTHORITY EXPIRES AT THE END 26 OF MONTHS ; IT CANCELS, EFFEC TIVE IMMEDIATELY, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 9 AND GIVEN BY THE CGM OF 04 MAY 2004; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LI MIT OF 10% OF THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRAN TED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES GIVING ACCESS TO THE SHA RE CAPITAL; AUTHORITY EXPIRES AT THE END 26 OF MONTHS ; AUTHORIZE THE EXECUTI VE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES O.19 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE, Management WITHIN THE LIMIT OF THE GLOBAL CEILING SET BY THE RESOLUTION NUMBER 23, THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE, WITHIN THE LIMIT OF 15% OF THE INITIAL IS SUE FORESEEN BY THE LAWS AND REGULATIONS IN FORCE; AUTHORITY EXPIRES AT THE E ND 26 OF MONTHS e.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 200,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME, PREMIUMS OR OTHERS, OR BY A CAPITAL INCREASE TO BE RELEASED IN CASH ACCORDING THE RESOLUTI ONS NUMBERS 16 AND 17 TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR T HE RAISE OF THE PAR VALUE OF THE EXISTING SHARES, OR BY UTILIZING ALL OR SOME OF THESE METHODS; AUTHORITY EXPIRES AT THE END 26 OF MONTHS ; AUTHORIZE THE E XECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.21 APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF Management THE RESOLUTIONS NUMBERS 16, 17, 1 8, 19 AND 20, TO SET TO EUR 300,000,000.00 THE NOMINAL MAXIMUM AMOUNT OF THE C APITAL INCREASES WHICH CAN BE ISSUED ACCORDING TO THE AUTHORIZATIONS GRANTED B Y THE RESOLUTIONS HERE-ABOVE MENTIONED O.22 AUTHORIZE THE EXECUTIVE COMMITTEE, TO INCREASE Management IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF T HE COMPANY SAVINGS PLAN, BY WAY OF ISSUING SHARES AND, OR ANY OTHER SECURITIES GIVING ACCESS TO THE CAPITAL, BY ALLOTTING FULLY PAID-UP SHARES OR OTHER SECU RITIES GIVING ACCESS TO THE CAPITAL WITHIN THE LIMITS FORESEEN BY ARTICLE L.44 3-5 OF THE FRENCH LABOUR CODE; AUTHORITY EXPIRES AT THE END 26 OF MONTHS ; FO R AN AMOUNT NOT EXCEEDING 2% OF THE SHARE CAPITAL; IT CANCELS AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION NUMBER 13 AND GIVEN BY THE CGM OF 04 MAY 2 004; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY FORMALITIES O.23 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management WITH ALLOCATIONS FREE OR CHARGE O F COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE EMPLOYEE S OF OFFICERS REPRESENTING NOT MORE THAT 8% OF THE SHARE CAPITAL; AUTHORITY E XPIRES AT THE END 14 OF MONTHS ; AUTHORIZE THE EXECUTIVE DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.24 APPROVE TO BRING THE VARIOUS ARTICLES OF ASSOCIATION Management NUMBERS 1, 9,12 AND 15 IN TO CONFORMITY WITH THE CURRENT LEGAL AND REGULATORY REQUIREMENTS, WITH PARTICU LAR REFERENCE TO THE FRENCH ORDER NUMBER 2004-604 OF 24 JUN 2004 RATIFIED BY T HE FRENCH LAW REFERRING TO RIGHT SIMPLIFICATION O.25 AMEND THE ARTICLES OF ASSOCIATION NUMBER 16 Management TERM OF OFFICE OR A MEMBER OF THE SUPERVISORY BOARD: 4 YEARS INSTEAD OF 6 YEARS o.26 GRANT ALL POWERS TO THE BEARER OF A COPY OR GENERAL Management MEETING PROXY SERVICES * PLEASE NOTE THAT THE MEETING HELD ON 25 APR 2005 Non-Voting HAS BEEN POSTPONED AND THAT T HE SECOND CONVOCATION WILL BE HELD ON 03 MAY 2005. PLEASE ALSO NOTE THE NEW CU TOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROX Y FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ARISTOCRAT LEISURE LIMITED AGM Meeting Date: 05/03/2005 Issuer: Q0521T108 ISIN: AU000000ALL7 SEDOL: 6051563, 6253983 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL REPORT OF THE CONSOLIDATED Management For ENTITY IN RESPECT OF THE YE 3 1 DEC 2004 AND THE DIRECTORS AND THE AUDITOR S REPORTS THEREON BY THE MEMBERS OF THE COMPANY 2. RE-ELECT MR. A. W. STEELMAN AS A DIRECTOR, IN Management For ACCORDANCE WITH THE ARTILCE 12.3 OF THE CONSTITUTION OF THE COMPANY 3. APPROVE, FOR ALL PURPOSES OF ASX LISTING RULE Management For 10.14, TO GRANT 68,343 PERFORMAN CE SHARE RIGHTS PURSUANT TO THE COMPANY S LONG TERM PERFORMANCE SHARE PLAN AS SPECIFIED TO MR. P.N. ONEILE THE MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFF ICER 4. APPROVE, FOR ALL PURPOSES INCLUDING AS AN EXCEPTION Management Against TO ASX LISTING RULE 7.1 , THE ARISTOCRAT LONG TERM PERFORMANCE OPTION PLAN AND THE ISSUE AND EXERCISE O F OPTIONS UNDER THE PLAN S.5 ADOPT THE NEW CONSTITUTION Management For S.6 APPROVE, FOR ALL PURPOSES INCLUDING FOR THE PURPOSES Management For OF SECTION 256C(1) OF THE CORPORATIONS ACT: A) A REDUCTION OF THE SHARE CAPITAL ACCOUNT OF THE COMPANY BY UP TO AUD 0.21 FOR EACH FULLY PAID ORDINARY SHARE ON ISSUE ON THE RECORD DA TE TO BE SET BY THE DIRECTORS OF THE COMPANY FOR THIS PURPOSE BUT WITHOUT ANY CANCELLATION OF ANY ISSUED SHARES; AND B) WITH THE REDUCTION IN RESPECT OF EAC H ORDINARY SHARE BEING EFFECTED AND SATISFIED BY THE COMPANY PAYING TO THE HOL DERS OF ORDINARY SHARES AS AT THE RECORD DATE THE SUM OF UP TO AUD 0.21 FOR EA CH ORDINARY FULLY PAID SHARE AT THE RECORD DATE, WITH THE PAYMENT TO BE EFFECT ED AT A TIME DETERMINED BY THE DIRECTORS OF THE COMPANY AND IN THE MANNER PROV IDED AT THAT TIME BY THE CONSTITUTION OF THE COMPANY FOR THE PAYMENT OF DIVIDE NDS - ----------------------------------------------------------------------------------------------------------------------------- DEPFA HOLDINGS PLC AGM Meeting Date: 05/03/2005 Issuer: G27230104 ISIN: IE0072559994 SEDOL: 7255999, B010K20 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For REPORT FOR THE 2004 FY 2. APPROVE THE PAYMENT OF A FINAL DIVIDEND ON THE Management For ORDINARY SHARES 3. ELECT THE BOARD OF DIRECTORS Management For 4. AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE Management For THE REMUNERATION FOR THE AUDITOR S - ----------------------------------------------------------------------------------------------------------------------------- HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005 Issuer: H36940130 ISIN: CH0012214059 BLOCKING SEDOL: 7110753, 7604609, B038B63 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS - ----------------------------------------------------------------------------------------------------------------------------- HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005 Issuer: H36940130 ISIN: CH0012214059 BLOCKING SEDOL: 7110753, 7604609, B038B63 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 222390, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU 1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management CONSOLIDATED ACCOUNTS AS WELL A S REPORTS OF THE AUDITORS AND OF THE GROUP AUDITORS 2. DISCHARGE THE BOARD OF DIRECTORS Management 3. APPROVE THE DISTRIBUTION OF THE BALANCE SHEET Management PROFIT 4.1.1 RE-ELECT DR. WILLY KISSLING AS A BOARD OF DIRECTOR Non-Voting FOR 3 YEAR PERIOD OF OFFICE 4.1.2 RE-ELECT DR. ERICH HUNZIKER AS A BOARD OF DIRECTOR Non-Voting FOR 3 YEAR PERIOD OF OFFICE 4.1.3 RE-ELECT DR. ANDREAS VON PLANTA AS A BOARD OF Non-Voting DIRECTOR FOR 3 YEAR PERIOD OF OF FICE 4.1.4 RE-ELECT PROF. GILBERT PROBST AS A BOARD OF DIRECTOR Non-Voting FOR 3 YEAR PERIOD OF OFFI CE 4.1.5 RE-ELECT DR. H.C. THOMAS SCHMIDHEINY AS A BOARD Non-Voting OF DIRECTOR FOR 1 YEAR PERIOD OF OFFICE 4.1.6 RE-ELECT DR. H.C. WOLFGANG SCHUERER AS A BOARD Non-Voting OF DIRECTOR FOR 1 YEAR PERIOD O F OFFICE 4.1.7 RE-ELECT DR. DIETER SPAELTI AS A BOARD OF DIRECTOR Non-Voting FOR 1 YEAR PERIOD OF OFFICE 4.2 RE-ELECT ERNST AND YOUNG AG, ZUERICH, AS THE Non-Voting BOARD OF AUDITORS AND THE GROUP A UDITORS, FOR 2005 * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS AG), JONA AGM Meeting Date: 05/03/2005 Issuer: H36940130 ISIN: CH0012214059 BLOCKING SEDOL: 7110753, 7604609, B038B63 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting # 230707 DUE TO CHANGE IN THE VOTING STATUS OF THE RESOLUTIONS 4.1 - 4.7 AND 4.2 . ALL VOTES RECEIVED ON T HE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THI S MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 222390, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management CONSOLIDATED ACCOUNTS AS WELL A S REPORTS OF THE AUDITORS AND OF THE GROUP AUDITORS 2. DISCHARGE THE BOARD OF DIRECTORS Management 3. APPROVE THE DISTRIBUTION OF THE BALANCE SHEET Management PROFIT 4.1.1 RE-ELECT DR. WILLY KISSLING AS A BOARD OF DIRECTOR Management FOR 3 YEAR PERIOD OF OFFICE 4.1.2 RE-ELECT DR. ERICH HUNZIKER AS A BOARD OF DIRECTOR Management FOR 3 YEAR PERIOD OF OFFICE 4.1.3 RE-ELECT DR. ANDREAS VON PLANTA AS A BOARD OF Management DIRECTOR FOR 3 YEAR PERIOD OF OF FICE 4.1.4 RE-ELECT PROF. GILBERT PROBST AS A BOARD OF DIRECTOR Management FOR 3 YEAR PERIOD OF OFFI CE 4.1.5 RE-ELECT DR. H.C. THOMAS SCHMIDHEINY AS A BOARD Management OF DIRECTOR FOR 1 YEAR PERIOD OF OFFICE 4.1.6 RE-ELECT DR. H.C. WOLFGANG SCHUERER AS A BOARD Management OF DIRECTOR FOR 1 YEAR PERIOD O F OFFICE 4.1.7 RE-ELECT DR. DIETER SPAELTI AS A BOARD OF DIRECTOR Management FOR 1 YEAR PERIOD OF OFFICE 4.2 RE-ELECT ERNST AND YOUNG AG, ZUERICH, AS THE Management BOARD OF AUDITORS AND THE GROUP A UDITORS, FOR 2005 - ----------------------------------------------------------------------------------------------------------------------------- IMERYS MIX Meeting Date: 05/03/2005 Issuer: F49644101 ISIN: FR0000120859 BLOCKING SEDOL: 4457765, 5827077, B011GL4, B01BPS4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 APPROVE THE REPORTS AND OF THE FINANCIAL STATEMENTS Management O.2 APPROVE THE REPORTS AND THE CONSOLIDATED FINANCIAL Management STATEMENTS O.3 APPROVE THE SPECIAL REPORT OF THE STATUTORY AUDITORS Management O.4 APPROVE THE TRANSFERS FROM LONG TERM RETAIN EARNINGS Management ACCOUNT O.5 APPROVE THE APPROPRIATION OF INCOME AND FIXING Management OF THE DIVIDEND O.6 APPROVE THE ASCERTAINMENT OF THE MERGER BY ABSORPTION Management OF DELOITTE TOUCHE TOHMA TSU COMPANY BY DELOITTE TOUCHE TOHMATSU-AUDIT COMPANY AND FOLLOWING OF THE AUD ITOR S MANDATE BY DELOITTE TOUCHE TOHMATSU-AUDIT WHICH NEW COMPANY S NAME IS D ELOITTE ASSOCIES O.7 AUTHORIZE THE COMPANY TO BUY ITS OWN SHARES Management O.8 APPROVE THE COMPANY S HEAD TRANSFER Management E.9 APPROVE THE CHANGE IN THE MANAGEMENT METHOD CANCELLATION Management OF THE FORM INVOLVING BOTH EXECUTIVE AND SUPERVISORY BOARD AND ADOPT THE FORM INVOLVING A BOARD OF DIRECTOR S E.10 APPROVE THE NEW BY-LAWS FOLLOWING THE ADOPTION Management OF THE FORM INVOLVING A BOARD O F DIRECTOR S E.11 APPOINT MR. JACQUES DRIJARD AS A NEW DIRECTOR Management E.12 APPOINT MR. PATRICK KRON AS A NEW DIRECTOR Management E.13 APPOINT MR. JOCELYN LEFEBVRE AS A NEW DIRECTOR Management E.14 APPOINT MR. ERIC LE MOYNE DE SERIGNY AS A NEW Management DIRECTOR E.15 APPOINT MR. PAUL DESMARAIS JR AS A NEW DIRECTOR Management E.16 APPOINT MR. YVES-RENE NANOT AS A NEW DIRECTOR Management E.17 APPOINT MR. GREGOIRE OLIVIER AS A NEW DIRECTOR Management E.18 APPOINT MR. ROBERT PEUGEOT AS A NEW DIRECTOR Management E.19 APPOINT MR. THIERRY DE RUDDER AS A NEW DIRECTOR Management E.20 APPOINT MR. AIMERY LANGLOIS -MEURINNE AS A NEW Management DIRECTOR E.21 APPOINT MR. GERARD BUFFIERE AS A NEW DIRECTOR Management E.22 APPOINT MR. ALDO CARDOSSO AS A NEW DIRECTOR Management E.23 APPOINT MR. MAXIMILIEN DE LIMBURG AS A NEW DIRECTOR Management E.24 APPOINT MR. JACQUES VEYRAT AS A NEW DIRECTOR Management E.25 APPROVE TO DETERMINE THE DIRECTOR S FEES Management E.26 AUTHORIZE THE BOARD OF DIRECTOR S TO INCREASE Management CAPITAL BY ISSUANCE OF SHARES OR SECURITIES WITH MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHT OR BY INCORPOR ATION OF RESERVES, EARNINGS OR PREMIUMS E.27 AUTHORIZE THE BOARD OF DIRECTOR S IN ORDER TO Management ISSUE SHARES OR SECURITIES WITHO UT MAINTENANCE OF PREFERENTIAL SUBSCRIPTION RIGHT E.28 APPROVE THE GLOBAL LIMITATION OF THE NOMINAL Management AMOUNT OF THE INCREASE IN CAPITAL RESULTING FROM DELEGATIONS E.29 GRANT AUTHORITY TO FIX THE ISSUANCE PRICE OF Management SECURITIES IN CASE OF CANCELLATIO N OF THE SHAREHOLDERS S PREFERENTIAL SUBSCRIPTION RIGHT WITH A LIMIT OF 10% PE R YEAR E.30 GRANT AUTHORITY TO INCREASE CAPITAL IN ORDER Management TO REMUNERATE CONTRIBUTIONS IN KI ND E.31 GRANT AUTHORITY TO INCREASE CAPITAL BY ISSUANCE Management OF SHARES RESERVED FOR EMPLOYE ES E.32 GRANT AUTHORITY TO ISSUE FREE SHARES OF THE COMPANY Management IN FAVOR OF EMPLOYEES E.33 GRANT AUTHORITY TO GRANT OPTIONS TO SUBSCRIBE Management FOR SHARES OF THE COMPANY E.34 GRANT AUTHORITY TO REDUCE CAPITAL BY CANCELLATION Management OF SELF-HOLD SHARES E.35 APPROVE THE TRANSFER TO THE BOARD OF DIRECTOR Management S OF THE PREVIOUSLY ACCEPTED AUT HORIZATIONS GRANTED TO THE EXECUTIVE BOARD E.36 GRANT POWERS FOR FORMALITIES Management - ----------------------------------------------------------------------------------------------------------------------------- NATIONAL EXPRESS GROUP PLC AGM Meeting Date: 05/03/2005 Issuer: G6374M109 ISIN: GB0006215205 SEDOL: 0621520 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For REPORTS 2. APPROVE THE REMUNERATION REPORT Management For 3. APPROVE THE FINAL DIVIDEND OF 20.65 PENCE PER Management For ORDINARY SHARE 4. ELECT SIR ANDREW FOSTER AS A DIRECTOR Management For 5. ELECT MR. TIM SCORE AS A DIRECTOR Management For 6. RE-ELECT MR. BARRY GIBSON AS A DIRECTOR Management For 7. RE-ELECT MR. SUE LYONS AS A DIRECTOR Management For 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY 9. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For THE AUDITORS 10. GRANT AUTHORITY FOR MARKET PURCHASE OF 13,800,000 Management For ORDINARY SHARES 11. AUTHORIZE THE COMPANY TO MAKE EU POLITICAL DONATIONS Management For AND INCUR EU POLITICAL EX PENDITURE UP TO GBP 100,000 12. APPROVE THE NATIONAL EXPRESS GROUP PLC LONG-TERM Management For INCENTIVE PLAN - ----------------------------------------------------------------------------------------------------------------------------- ADIDAS-SALOMON AG, HERZOGENAURACH OGM Meeting Date: 05/04/2005 Issuer: D0066B102 ISIN: DE0005003404 BLOCKING SEDOL: 4031976, 4064154, 7158311 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2004, ALONG WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE G ROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 68,691,114.50 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.30 PER NO PAR SHARE EUR 9,074,414.50 S HALL BE CARRIED FORWARD EX-DIVIDEND; PAYMENT DATE 05 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management THE SHARE CAPITAL BY UP TO EUR 42,800,000; AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT O F THE SUPERVISORY BOARD, TO INCREASE THE COMPANY S SHARE CAPITAL BY UP TO EUR 41,000,000 THROUGH THE ISSUE OF NEW SHARES AGAINST PAYMENT IN CASH; AUTHORITY EXPIRES AFTER 5 YEARS ; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXC EPT FOR RESIDUAL AMOUNTS; AND AMEND CORRESPONDING ARTICLES OF ASSOCIATION 6. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management THE SHARE CAPITAL BY UP TO EUR 3,579,043.17 IN RESPECT OF THE UNUSED PORTION; AND AUTHORIZE THE BOARD OF MAN AGING DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE CO MPANY S SHARE CAPITAL BY UP TO EUR 4,000,000 THROUGH THE ISSUE OF NEW BEARER N O-PAR SHARES AGAINST PAYMENT IN CASH AND/OR KIND; AUTHORITY EXPIRES AFTER 3 Y EARS ; THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR CASES IN WHICH THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BOARD DECIDES OTHERWISE; AND AMEND CORRESPONDING ARTICLES OF ASSOCIATION 7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE OWN SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF THEY ARE ACQUIRED THROUGH THE STOCK EXC HANGE, NOR MORE THAN 15%; IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, O N OR BEFORE 03 NOV 2006; AUTHORIZE THE COMPANY TO SELL THE SHARES AT A PRICE N OT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURP OSES, FOR THE SATISFACTION OF OPTION OR CONVERTIBLE RIGHTS, OR WITHIN THE COMP ANY S STOCK OPTION PLAN, TO USE THE SHARES AS PARTIAL REMUNERATION FOR MEMBERS OF THE BOARD OF MANAGING DIRECTORS AND TO RETIRE THE SHARES 8. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management FRANKFURT, AS THE AUDITORS FOR THE FY 2005 * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. THANK YOU . - ----------------------------------------------------------------------------------------------------------------------------- ALLIANZ AG, MUENCHEN OGM Meeting Date: 05/04/2005 Issuer: D03080112 ISIN: DE0008404005 SEDOL: 0018490, 0048646, 5231485, 5242487, 5479531, 5766749, 7158333 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting ISSUED IN REGISTERED FORM AND A S SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. THANK YO U. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 852,000,000 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES; EUR 177,635,811.25 SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management SUPERVISORY BOARD 5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management OFFICER TO THE SUPERVISORY BOAR D 5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management THE SUPERVISORY BOARD 5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management THE SUPERVISORY BOARD 5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management MEMBER TO THE SUPERVISORY BOARD 5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management SUPERVISORY BOARD 6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF THE REMUNERATION FOR THE SUPER VISORY BOARD AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON, EACH MEMBER OF THE S UPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 50,000, A SH ORT-TERM PROFIT-RELATED REMUNERATION OF UP TO EUR 24,000, AND A LONG-TERM PROF IT-RELATED REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE MEMBER S EXCEPT FOR MEMBERS OF THE MEDIATION COMMITTEE AND AUDIT COMMITTEE SHALL RE CEIVE AN ADDITIONAL REMUNERATION OF 25% COMMITTEE CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE A FIXED ANNUA L REMUNERATION OF EUR 30,000 THE CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 , EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE FEE WILL BE PAID ONLY ONCE 7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management OF SECURITIES TRADING FINAN CIAL INSTITUTIONS IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST SHALL BE AUTH ORIZED TO ACQUIRE AND SELL SHARES OF THE COMPANY, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 03 NOV 2006; THE T RADING PORTFOLIO OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL AT THE END OF ANY DAY 8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15% FROM THE MA RKET PRICE OF THE SHARES, OR BY WAY OF A REPURCHASE OFFER AT A PRICE NOT DIFFE RING MORE THAN 20 %; FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THROUGH THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE SHARE S ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHAR ES FOR ACQUISITION PURPOSES, TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, T O USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE THE S HARES 9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ISSUE NEW PROFIT-SHARING CERTIFIC ATES OF UP TO EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION RIGHTS OF HO LDERS OF PROFIT-SHARING CERTIFICATES, ON OR BEFORE 03 MAY 2010; THE CAPITAL RE PRESENTED BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED IN ACCORDANCE WITH ANY INCREASE OF THE SHARE CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- ALTANA AG, BAD HOMBURG OGM Meeting Date: 05/04/2005 Issuer: D03304108 ISIN: DE0007600801 BLOCKING SEDOL: 5273131, B01JBR9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 133,380,000 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 0.95 PER ENTITLED SHARE; EX-DIVIDEND AND P AYABLE DATE: 05 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management AS THE AUDITORS FOR THE 2005 FY AIN AS THE AUDITORS FOR THE YEAR 2005 6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE LAW ON CORPORATE INTE GRITY AND THE MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS UMAG , AS FOLLOWS: SECTION 19(4), REGARDING THE NOTICE OF THE SHAREHOLDERS MEETING BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE NO LAT ER THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTE R TO ATTEND THE SHAREHOLDERS MEETING; SECTION 20, REGARDING SHAREHOLDERS INTE NDING TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER 7 DAYS PRI OR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF, WRITTEN OR VIA FAX IN GERMAN OR ENGLISH , OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS; SECTION 24, REGARDING SHAREHOLDERS MEETIN G BEING RECORDED IN WRITING BY A NOTARY PUBLIC; SECTION 25, REGARDING ITS HEAD ING BEING AMENDED IN ITS WORDING 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITA L, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT 2006; AND THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SH ARES, TO USE THE SHARES FOR ACQUISITION PURPOSES, WITHIN THE SCOPE OF THE COM PANY S EXECUTIVE STOCK OPTION PLANS, OR AS PARTIAL REMUNERATION FOR MEMBERS OF THE SUPERVISORY BOARD * PLEASE NOTE THAT AGENDA IS NOW AVAILABLE BOTH Non-Voting IN ENGLISH AND GERMAN. THANK YOU . * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREA DY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- BAE SYSTEMS PLC AGM Meeting Date: 05/04/2005 Issuer: G06940103 ISIN: GB0002634946 SEDOL: 0263494, 2100425, 5473759, B02S669 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED ACCOUNTS OF THE COMPANY FOR Management For THE YE 31 DEC 2004 AND THE DIR ECTORS REPORTS AND THE AUDITORS REPORT THEREON 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. DECLARE THE FINAL DIVIDEND FOR THE YE 31 DEC Management For 2004 OF 5.8 PENCE PER ORDINARY SH ARE AND PAYABLE ON 01 JUN 2005 TO ORDINARY SHAREHOLDERS WHOSE NAMES APPEARED O N THE REGISTER OF THE MEMBERS AT THE CLOSE OF BUSINESS ON 22 APR 2005 4. RE-ELECT SIR PETER MASON AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85 5. RE-ELECT MR. MARK RONALD AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85 6. RE-ELECT MR. MICHAEL TURNER AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES PURSUANT TO ARTICLE 85 7. ELECT MR. RICHARD OLVER AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES PURSUANT TO ARTICLE 91 8. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS UNTIL Management For THE NEXT OGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 9. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF Management For DIRECTORS TO AGREE THE REMUNERAT IONS OF THE AUDITORS 10. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For OF THE COMPANY FROM GBP 165,0 00,001 TO GBP 180,000,001 BY THE CREATION OF 600,000,000 ORDINARY SHARES OF 2. 5P EACH 11. APPROVE THAT THE AUTHORITY CONFERRED ON THE DIRECTORS Management For BY ARTICLE 12(B)(1) OF T HE ARTICLES OF ASSOCIATION OF THE COMPANY BE RENEWED FOR THE PERIOD ENDING 05 AUG 2006 OR, IF EARLIER, ON THE DAY BEFORE THE COMPANY S AGM IN 2006 AND THAT FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 26,750,818 IF RESOLUTION 10 IS PASSED, OR GBP 15,989,518 IF RESOLUTION 10 IS NOT PASSED 12. AUTHORIZE THE COMPANY: I TO MAKE DONATIONS TO Management For EU POLITICAL ORGANIZATIONS; AND II TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT THE AGGREGATE AMOUNT OF SU CH DONATIONS AND EXPENDITURE MADE BY THE COMPANY AND OTHER COMPANY AUTHORIZED BY A RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY SHALL NOT EXCEED GBP 100,00 0; AUTHORITY EXPIRED EARLIER THE CONCLUSION OF THE AGM IN 2006 OR 05 AUG 2006 13. AUTHORIZE THE BAE SYSTEMS DEFENSE SYSTEMS LIMITED: Management For I TO MAKE DONATIONS TO E U POLITICAL ORGANIZATIONS AND II TO INCUR EU POLITICAL EXPENDITURE PROVIDED T HAT, THE AGGREGATE AMOUNT OF SUCH DONATIONS AND EXPENDITURE MADE BY THE BAE SY STEMS DEFENSE SYSTEMS LIMITED AND OTHER COMPANY AUTHORIZED BY A RESOLUTION O F THE SHAREHOLDERS OF THE COMPANY SHALL NOT EXCEED GBP 100,000; AUTHORITY EXP IRED EARLIER THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 05 AUG 2 006 14. AUTHORIZE THE BAE SYSTEMS ELECTRONICS LIMITED Management For TO MAKE DONATIONS TO EU POLITICA L ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE TER MS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS ELECTRONICS LIMITED 15. AUTHORIZE THE BAE SYSTEMS MARINE LIMITED TO MAKE Management For DONATIONS TO EU POLITICAL ORG ANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE TERMS SE T OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMIT ED WITH BAE SYSTEMS MARINE LIMITED 16. AUTHORIZE THE BAE SYSTEMS OPERATIONS LIMITED Management For TO MAKE DONATIONS TO EU POLITIC AL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE TE RMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS OPERATIONS LIMITED 17. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS BRIDGING Management For LIMITED TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THA T ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFEN SE SYSTEMS LIMITED WITH BAE SYSTEMS LAND SYSTEMS BRIDGING LIMITED 18. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS MUNITIONS Management For AND ORDNANCE LIMITED TO MAK E DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITUR E PROVIDED THAT ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS LAND SYSTEMS MUNITIONS AND ORDNANCE LIMITED 19. AUTHORIZE THE BAE SYSTEMS LAND SYSTEMS WEAPONS Management For AND VEHICLES LIMITED TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SY STEMS DEFENSE SYSTEMS LIMITED WITH BAE SYSTEMS LAND SYSTEMS WEAPONS AND VEH ICLE LIMITED 20. AUTHORIZE THE LAND SYSTEMS HAGGLUNDS AB TO MAKE Management For DONATIONS TO EU POLITICAL ORGA NIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE PROVIDED THAT ON THE TERMS SET OUT IN RESOLUTION 13 REPLACING THE WORDS BAE SYSTEMS DEFENSE SYSTEMS LIMITE D WITH LAND SYSTEMS HAGGLUNDS AB S.21 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 12(B)(LL) ARTICLES OF ASSOCIATION OF THE COMPANYFOR THE PERIOD ENDING 05 AUG 2006 OR A DAY BEFORE THE COMPANY S AGM IN 2006 AND THAT FOR THE PERIOD THE SECTION 89 AM OUNT SHALL BE GBP 4,013,024 S.22 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 321,041,924 ORDI NARY SHARES OF 2.5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 2.5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DE RIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY OR 03 AGU 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRA CT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.23 AMEND ARTICLES OF ASSOCIATION OF THE COMPANY Management For - ----------------------------------------------------------------------------------------------------------------------------- BARCO NV, KORTRIJK OGM Meeting Date: 05/04/2005 Issuer: B0833F107 ISIN: BE0003790079 BLOCKING SEDOL: 4704096, 4730381 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting AND THE REPORT OF THE STATUTORY A UDITOR ON I) THE ANNUAL ACCOUNTS OF BARCO NV AND II) THE CONSOLIDATED ANNUAL A CCOUNTS FOR THE FYE 31 DEC 2004 2. APPROVE THE ANNUAL ACCOUNTS OF BARCO NV FOR THE Management FYE 31 DEC 2004 AND THE DISTRI BUTION OF THE RESULTS AND FIX THE AMOUNT OF GROSS DIVIDEND AT EUR 2,10 PER FUL LY PAID UP SHARE 3. RECEIVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting THE FYE 31 DEC 2004 4. DISCHARGE THE DIRECTORS FOR THE EXECUTION OF Management THEIR MANDATE DURING THE FYE 31 D EC 2004 5. DISCHARGE THE STATUTORY AUDITOR FOR THE EXECUTION Management OF ITS MANDATE DURING THE FY E 31 DEC 2004 6. APPROVE: A) AND ACKNOWLEDGE THE RESIGNATION OF Management BARON HUGO VANDAMME AS OF THE C LOSE THE AGM 2005 AND DECIDE NOT TO REPLACE THE DIRECTORS WHO RESIGNED; B) THE GENERAL MEETING DECIDES TO REDUCE THE NUMBER OF DIRECTORS FROM 10 TO 9; C) PU RSUANT TO ARTICLE 17 OF THE ARTICLES OF ASSOCIATION THE GENERAL MEETING SETS T HE AGGREGATE ANNUAL REMUNERATION OF THE ENTIRE BOARD OF DIRECTORS AT EUR 1.870 .000 FOR THE YEAR 2005, WHICH AMOUNT SHALL BE APPORTIONED AMONGST ALL THE MEM BERS OF THE BOARD ACCORDING THE INTERNAL RULES 7. RECEIVE THE CORPORATE GOVERNANCE AT BARCO Non-Voting * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRES ENTATIVE AT ADP. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- BG GROUP PLC AGM Meeting Date: 05/04/2005 Issuer: G1245Z108 ISIN: GB0008762899 SEDOL: 0876289, 5845455 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FORE THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT AND ACCOUNTS Management For FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE YE Management For 31 DEC 2004 OF 0.08 PENCE PER OR DINARY SHARE PAYABLE ON 13 MAY 2005 TO HOLDERS OF ORDINARY SHARES ON THE REGIS TER OF SHAREHOLDERS OF THE COMPANY AT THE CLOSE OF BUSINESS ON 01 APR 2005 4. ELECT MR. BARONESS HOGG AS A DIRECTOR OF THE COMPANY Management For 5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY, UNTIL TH E CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 6. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For REMUNERATION OF THE AUDITORS 7. APPROVE THAT IN ACCORDANCE WITH PART XA OF THE Management For COMPANIES ACT 1985 AS AMENDED THE ACT THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARY BG INTERNATIONAL LIMITED A) TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 25,000 IN TOTAL AND D) TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 25,000 IN TO TAL, DURING THE PERIOD COMMENCING ON THE DATE OF THE RESOLUTION END ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR IF EARLIER, 04 AUG 2006 8. APPROVE THAT AUTHORITY CONFERRED ON THE DIRECTORS Management For BY ARTICLE 12.2 OF THE COMPA NY S ARTICLE OF ASSOCIATION BE RENEWED FOR THE PURPOSE: A) THE SECTION 80 AMOU NT BE GBP 123,368,432 AND B) THE PRESCRIBED PERIOD BE THE PERIOD ENDING ON THE DATE OF THE AGM OF THE COMPANY IN 2006 OR IF EARLIER, 04 AUG 2006 9. APPROVE THAT IN ACCORDANCE WITH ARTICLE 82 OF Management For THE COMPANY S ARTICLES OF ASSOCI ATION, THE MAXIMUM AGGREGATE FEES THAT CAN BE PAID EACH YEAR TO THE DIRECTORS OF THE COMPANY EXCLUDING AMOUNTS PAID AS SPECIAL PAY UNDER ARTICLE 83, AMOUNT PAID AS EXPENSES UNDER ARTICLE 84 AND ANY PAYMENTS UNDER ARTICLE 85 OF THE AR TICLE OF ASSOCIATION BE INCREASED FROM GBP 500,000 TO GBP 1,000,000 S.10 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For SECTION 94 OF THE ACT ENT IRELY PAID FOR IN CASH A) OF UNLIMITED AMOUNT IN CONNECTION WITH A RIGHT ISSUE AS DEFINED IN THE COMPANY S ARTICLES OF ASSOCIATION AND B) OTHERWISE IN CO NNECTION WITH A RIGHT ISSUE OF AN AMOUNT UP TO GBP 17,692,165 FREE OF THE REST RICTIONS IN SECTION 89(1) OF THE ACT; IN WORKING OUT THE MAXIMUM AMOUNT THE EQ UITY SECURITIES, THE NOMINAL VALUE OF RIGHTS TO SUBSCRIBE FOR SHARES OR TO CON VERT AND SECURITIES INTO SHARES WILL BE TAKEN AS THE NOMINAL VALUE OF THE SHAR ES WHICH WOULD BE ALLOTTED IF THE SUBSCRIPTION OR CONVERSION TAKES PLACE A) TO ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE A SALE OF TREASURY SHARES AND B) THE POWER GRANTED BY THIS RESOLUTION, RELATES TO THE ALLOTMENT OF EQUITY SECU RITIES RATHER THAN THE SALE OF TREASURY SHARES, IS GRANTED PURSUANT TO THE AUT HORITY UNDER SECTION 80 OF THE ACT CONFERRED BY RESOLUTION 8; AUTHORITY EXPIR ES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 04 AUG 2 006 AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUC H EXPIRY S.11 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE ACT OF UP TO 353,843,302 ORDINARY SHARES, AT A MINIMUM PRICE OF 10 PENCE AND NOT MOR E THAN 105% ABOVE THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LO NDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 04 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLL Y OR PARTLY AFTER SUCH EXPIRY S.12 APPROVE THAT: A) CLAUSE 4.37 OF THE COMPANY S Management For MEMORANDUM OF ASSOCIATION BE AME NDED I) BY THE INSERTION OF A NEW CLAUSE 4.37.3; II) BY THE DELETION OF AND FR OM THE END OF CLAUSE 4.37.1(III) AND III) BY THE DELETION OF THE FULL STOP AT THE END OF THE CLAUSE 4.37.2 AND THE INSERTION OF AND B) THE COMPANY S ARTICLE S OF ASSOCIATION BE AMENDED AS FOLLOWS : I) ARTICLE 107.2 BE AMENDED BY THE IN SERTION OF THE FOLLOWING AS THE NINTH BULLET POINT; II) BY THE DELETION OF THE ARTICLE 148.1 AND THE INSERTION OF A NEW ARTICLE 148.1; III) BY THE DELETION OF ALL THE PROVISIONS OF THE ARTICLE 148.2 WITH THE EXCEPTION OF THE FINAL SEN TENCE; IV) BY THE INSERTION OF A NEW ARTICLE 148.6 S.13 APPROVE THAT THE COMPANY S ARTICLES OF ASSOCIATION Management For BE FURTHER AMENDED BY MAKIN G THE CHANGES INDICATED IN ACCORDANCE WITH THE DOCUMENTS PRODUCED TO THE SIXTH AGM OF THE COMPANY AND INITIALED BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFI CATION - ----------------------------------------------------------------------------------------------------------------------------- CRH PLC AGM Meeting Date: 05/04/2005 Issuer: G25508105 ISIN: IE0001827041 SEDOL: 0182704, 4182249 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AN D THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For 3.1 ELECT MR. T.W. HILL AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 103 3.2 ELECT MR. D.M. KENNEDY AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 103. 3.3 ELECT MR. K. MCGOWAN AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 103 3.4 ELECT MR. A. OBRIEN AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 103 3.5 ELECT MR. J.L. WITTSTOCK AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 103 3.6 ELECT MR. N. HARTERY AS A DIRECTOR, IN ACCORDANCE Management For WITH ARTICLES 109 3.7 ELECT DR. J.M.C. OCONNOR AS A DIRECTOR IN ACCORDANCE Management For WITH ARTICLES 109 4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 5. APPROVE THAT AGGREGATE FEES OF THE NON-EXECUTIVE Management For DIRECTOR SHALL NOT EXCEED EUR 750,000 S.6 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For ON THE MARKET SECTION 212 O F THE COMPANIES ACT , IN THE MANNER PROVIDED FOR IN ARTICLES 8A OF THE ARTICL ES OF ASSOCIATION OF THE COMPANY, UP TO A MAXIMUM OF 10% OF THE ORDINARY SHAR ES; AUTHORITY EXPIRE AT THE EARLIER OF THE CONCLUSION OF THE AGM IN 2006 OR 0 3 AUG 2006 S.7 AUTHORIZE THE COMPANY TO RE-ISSUE TREASURY SHARES Management For SECTION 209 OF THE COMPANIE S ACT IN THE MANNER PROVIDED FOR IN ARTICLES 8B OF THE ARTICLES OF ASSOCIATIO N OF THE COMPANY; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION AGM IN 2006 OR 03 AUG 2006 S.8 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH Management For THE POWERS, PROVISION AND LIMITAT ION OF ARTICLES 11(E) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO ALLOT EQUITY SECURITIES FOR CASH AND IN RESPECT OF SUB-PARAGRAPH (III) THERE OF UP T O AN AGGREGATE NOMINAL VALUE OF EUR 9,056,000; AUTHORITY EXPIRES AT THE EARLI ER OF THE CONCLUSION OF THE AGM IN 2006 OR 03 AUG 2006 - ----------------------------------------------------------------------------------------------------------------------------- HEIDELBERGCEMENT AG, HEIDELBERG OGM Meeting Date: 05/04/2005 Issuer: D31709104 ISIN: DE0006047004 BLOCKING SEDOL: 4418706, 5120679, 5848692, B0316V2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 217,629,507.41 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.55 PER SHARE EUR 589,837.87 SHALL BE CARRIED FORWARD EUR 161,548,016.84 SHALL BE ALLOCATED TO THE OTHER REVENUE RES ERVES; EX-DIVIDEND DATE: 05 MAY 2005, PAYABLE DATE: 06 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT ERNST & YOUNG AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management STUTTGART, AS THE AU DITORS FOR THE YEAR 2005 6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management SECTION 12(1), REGARDING EACH ME MBER OF THE SUPERVISORY BOARD RECEIVING FROM THE 2005 FY ON A FIXED ANNUL RE MUNERATION OF EUR 14,000 AND A VARIABLE ANNUAL REMUNERATION OF EUR 630 FOR EVE RY EUR 0.01 OF THE DIVIDEND INCREASE IN EXCESS OF EUR 0.30 PER SHARE, THE CHAI RMAN RECEIVING TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES, THESE AMOUNTS SECTION 12(3), REGARDING COMMITTEE MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATIO N COMMITTEE RECEIVING AN ADDITIONAL FIXED REMUNERATION OF EUR 3,500 MEMBERS OF THE AUDIT COMMITTEE EUR 7,000 , THE COMMITTEE CHAIRMAN RECEIVING TWICE THES E AMOUNTS * PLEAE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- HEIDELBERGCEMENT AG, HEIDELBERG OGM Meeting Date: 05/04/2005 Issuer: D31738228 ISIN: DE000A0D66C1 BLOCKING SEDOL: B06G5D9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004, ALONG WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND T HE GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 217,629,507.41 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.55 PER SHARE EUR 589,837.87 SHALL BE CARRIED FORWARD EUR 161,548,016.84 SHALL BE ALLOCATED TO THE OTHER REVENUE RES ERVES EX-DIVIDEND DATE: 05 MAY 2005; PAYABLE DATE: 06 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT ERNST & YOUNG AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management STUTTGART AS THE AUD ITORS FOR THE FY 2005 6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management SECTION 12(1), REGARDING EACH ME MBER OF THE SUPERVISORY BOARD RECEIVING FROM FY 2005 A FIXED ANNUAL REMUNERA TION OF EUR 14,000 AND A VARIABLE REMUNERATION OF EUR 630 FOR EVERY EUR 0.01 O F THE DIVIDEND IN EXCESS OF EUR 0.30 PER SHARE, THE CHAIRMAN AN RECEIVING TWIC E, THE DEPUTY CHAIRMAN 11/2 ONE AND A HALF TIMES, THESE AMOUNTS; SECTION 12(3) , REGARDING COMMITTEE MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION COMMITTEE RECEIVING AN ADDITIONAL FIXED REMUNERATION OF EUR 3,500 MEMBERS OF THE AUDIT COMMITTEE EUR 7,000 , THE COMMITTEE CHAIRMEN RECEIVING TWICE THESE AMOUNTS - ----------------------------------------------------------------------------------------------------------------------------- HONG KONG & CHINA GAS CO LTD AGM Meeting Date: 05/04/2005 Issuer: Y33370100 ISIN: HK0003000038 SEDOL: 2436090, 5793907, 6436557 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENT OF ACCOUNTS FOR THE YE Management For 31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND Management For 3. RE-ELECT THE DIRECTORS Management Against 4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY TO HOLD OFFIC E FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT AGM AN D AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 5. APPROVE THE EACH DIRECTOR S FEE AT THE RATE OF Management For HKD 130,000 PER ANNUM AND IN TH E CASE OF CHAIRMAN AND ADDITIONAL FEE AS THE RATE OF HKD 130,000 PER ANNUM 6.I AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For THE CAPITAL OF THE COMPANY DURIN G THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS A ND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUE D SHARE CAPITAL; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 6.II AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGRE GATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION O F THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 6.III APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 6(I) AND 6(II), TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH TH E SHARES PURSUANT TO RESOLUTION 6(II), BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL REPURCHASED PURSUANT TO RESOLUTION 6(I), PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUT ION 6S.IV AMEND THE ARTICLES OF ASSOCIATION BY CHANGING Management For WORDS FROM ARTICLE 70 AND REPLAC ING WITH NEW WORDS, REPLACING ARTICLE 95 AND 96 ENTIRELY WITH NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- MOBISTAR SA, BRUXELLES EGM Meeting Date: 05/04/2005 Issuer: B60667100 ISIN: BE0003735496 BLOCKING SEDOL: 5541979, 5677700 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE 1. RECEIVE THE MANAGEMENT REPORT ON THE ANNUAL ACCOUNTS Non-Voting OF THE COMPANY AS OF 31 D EC 2004 2. APPROVE THE REPORT OF THE STATUTORY AUDITORS Non-Voting CONCERNING THE ANNUAL ACCOUNTS FO R 2004 3. APPROVE THE ANNUAL ACCOUNTS FOR THE YEAR 2004 Management INCLUDING APPROPRIATION OF RESUL TS AS PRESENTED IN THE ACCOUNTS WITH A DISTRIBUTION OF A GROSS DIVIDEND OF EUR 2 PER SHARE, PAYABLE AS FROM 11 MAY 2005 4. GRANT DISCHARGE TO THE DIRECTORS AND THE STATUTORY Management AUDITOR FOR FULFILLING THEI R MANDATE UNTIL 31 DEC 2004 5. APPROVE: TO RENEW THE MANDATES OF THE DIRECTORS Management EXPIRE AT THE END OF THE ANNUA L SHAREHOLDERS MEETING OF 2005; TO RENEW THE MANDATES OF MRS. BRIGITTE BOURGO IN-CASTAGNET AND OF MESSRS. JAN STEYAERT, SANJIV AHUJA, BERNARD GHILLEBAERT AN D TIM LOWRY AND OF SA WIREFREE SERVICES BELGIUM REPRESENTED BY MR. ALDO CARDOS O; THE DIRECTORS WILL NOT BE REMUNERATED FOR THEIR SERVICES UNDER THEIR MANDAT ES; AUTHORITY EXPIRE AFTER THE ANNUAL GENERAL SHAREHOLDERS MEETING OF 2008 ; TO RENEW THE MANDATES OF MRS. ANNEMIE NEYTS- UYTTERBROEK AND OF SPARAXIS SA, REPRESENTED BY MR. ERIC B.A. UCHE IN THE CAPACITY OF INDEPENDENT DIRECTOR OF T HE COMPANY IN CONFORMITY WITH ARTICLE 524 SECTION 4 OF THE COMPANY CODE; AUTH ORITY EXPIRES THE EARLIER OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF 2008 OR AFTER THE ANNUAL GENERAL SHAREHOLDERS MEETING OF 2006 AND THEIR REMUNERAT ION SHALL BE FIXED AT EUR 30,000 PER COMPLETE FY, THE PAYMENT OF THIS AMOUNT W ILL BE DONE THE END OF THE GENERAL SHAREHOLDERS MEETING OF THE CORRESPONDING FY, AN ADDITIONAL PAYMENT OF EUR 2,000 WILL BE ACCORDED TO THEM EACH TIME THEY PARTICIPATE IN A MEETING OF A COMMITTEE OF THE COMPANY, THE GENERAL SHAREHOLD ERS MEETING NOTES THAT MRS. NEYTS-UYTTERBROEK AND SPARAXIS SA MATCH THE CRITE RIA OF INDEPENDENCE AS LAID OUT IN ARTICLE 524 SECTION 4 PARAGRAPH 2, 2-4 OF T HE COMPANY CODE; THE APPOINTMENT OF MR. MICHEL POIRIER AND MR. BERNARD MOSCHEN I CO-OPTED BY THE BOARD OF DIRECTORS ON 26 JUL 2004 AS DIRECTORS OF THE COMP ANY, THE DIRECTORS WILL NOT BE REMUNERATED FOR THEIR SERVICES UNDER THEIR MAND ATES; AUTHORITY EXPIRES AT THE END OF THE GENERAL SHAREHOLDERS MEETING OF 20 08 ; THE APPOINTMENT OF MR. ERIC DEKEULENEER CO-OPTED BY THE BOARD OF DIRECTO RS ON 18 NOV 2004 AS AN INDEPENDENT DIRECTOR OF THE COMPANY IN CONFORMITY WIT H ARTICLE 524 SECTION 4 OF THE COMPANY CODE; AUTHORITY EXPIRES AT THE END OF THE GENERAL SHAREHOLDERS MEETING OF 2008 AND HIS REMUNERATION IS FIXED AT EU R 30,000 PER COMPLETE FY, THE PAYMENT OF THIS AMOUNT WILL BE DONE AT THE END O F THE GENERAL SHAREHOLDERS MEETING OF THE CORRESPONDING FY, AN ADDITIONAL PAY MENT OF EUR 2,000 WILL BE ACCORDED TO HIM EACH TIME HE PARTICIPATES IN A MEETI NG OF A COMMITTEE OF THE COMPANY, GENERAL SHAREHOLDERS MEETING NOTES THAT MR. DEKEULENEER MATCHES THE CRITERIA OF INDEPENDENCE AS LAID OUT IN ARTICLE 524 S ECTION 4 PARAGRAPH 2, 1-4 OF THE COMPANY CODE; THE APPOINTMENT OF TWO CANDIDAT ES PRESENTED BY THE BOARD OF DIRECTORS AS INDEPENDENT DIRECTORS OF THE COMPANY IN CONFORMITY WITH ARTICLE 524 SECTION 4 OF THE COMPANY CODE; AUTHORITY EXPI RES AT THE END OF THE GENERAL SHAREHOLDERS MEETING OF 2008 AND THEIR REMUNER ATION IS FIXED AT EUR 30,000 PER COMPLETE, THE PAYMENT OF THIS AMOUNT WILL BE DONE AT THE END OF THE GENERAL SHAREHOLDERS MEETING OF THE CORRESPONDING, AN ADDITIONAL PAYMENT OF EUR 2,000 WILL BE ACCORDED TO THEM EACH TIME THEY PARTIC IPATE IN A MEETING OF A COMMITTEE OF THE COMPANY, GENERAL SHAREHOLDERS MEETIN G NOTES THAT THE TWO CANDIDATES MATCH THE CRITERIA OF INDEPENDENCE AS LAID OUT IN ARTICLE 524 SECTION 4 PARAGRAPH 2, 1 0.40 OF THE COMPANY CODE 6. APPROVE TO RENEW THE MANDATE OF THE STATUTORY Management AUDITOR OF THE COMPANY, ERNST & YOUNG SSC-REVISEURS D ENTREPRISES, REPRESENTED BY MR. HERMAN VAN DEN ABEELE; AUTHORITY EXPIRES AT THE END OF THE GENERAL SHAREHOLDERS MEETING OF 2008 AND THE REMUNERATION OF THE AUDITOR FOR THE ACCOMPLISHMENT OF HIS STATUTORY DUTY IS SET AT EUR 225,000 PER YEAR 7. AMEND ARTICLE 16, PARAGRAPH 2 OF THE ARTICLES Management OF ASSOCIATION OF THE COMPANY 8. AMEND ARTICLE 24 OF THE ARTICLES OF ASSOCIATION Management OF THE COMPANY 9. AMEND ARTICLE 26 OF THE ARTICLE OF ASSOCIATION Management OF THE COMPANY 10. AMEND ARTICLE 32 OF THE ARTICLES OF ASSOCIATION Management OF THE COMPANY 11. AMEND ARTICLE 48 OF THE ARTICLES OF ASSOCIATION Management 12. APPROVE TO EXPLICITLY ALLOW THE BOARD OF DIRECTORS, Management IN CONFORMITY WITH THE COM PANY CODE, TO ACQUIRE THE COMPANY S SHARES BY BUYING OR EXCHANGING AT A PRICE THAT MAY NOT BE EITHER LOWER THAN 90% OR HIGHER THAN 110% OF THE AVERAGE CLOSI NG PRICE OF THE 5 BUSINESS DAYS THAT PRECEDE THE ACQUISITION OR EXCHANGE AUTH ORITY EXPIRES AT A PERIOD OF 18 MONTHS FROM THE GENERAL SHAREHOLDERS MEETING AND AMEND THE ARTICLE 48 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 13. AUTHORIZES MR. JOHAN VAN DEN CRUIJCE, WITH A Management RIGHT OF SUBSTITUTION, TO RESTATE THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO SIGN AND TO FILE THEM WITH THE CLERK OF THE COMMERCIAL COURT, IN COMPLIANCE WITH THE LEGAL REQUIREMENTS ON T HE SUBJECT 14. APPROVE THE MERGER PROPOSAL OF 07 FEB 2005 DRAFTED Management BY THE CORRESPONDING MANAGE MENT OF ABSORBING AND ABSORBED COMPANY THAT WAS FILED WITH THE COMMERCIAL COUR T OF BRUSSELS ON 16 FEB 2005; CONSEQUENTLY, THE MEETING AGREES TO THE OPERATIO N BY WHICH THE ABSORBING COMPANY ABSORBS THE ABSORBED COMPANY BY WAY OF OPERAT ION TREATED AS A MERGER BY ABSORPTION; BY THIS OPERATION, THE TOTALITY OF THE ASSETS AND LIABILITIES OF THE ABSORBED COMPANY WITH NO EXCEPTIONS OR RESERVATI ONS IS TRANSFERRED TO THE ABSORBING COMPANY; ALL OPERATIONS PERFORMED BY THE A BSORBED COMPANY AS FROM 01 JAN 2005 ARE CONSIDERED FROM AN ACCOUNTING POINT OF VIEW AS HAVING BEEN REALIZED ON BEHALF OF THE ABSORBING COMPANY; SHARES OR PR EFERENTIAL SECURITIES, THERE DO NOT EXIST ANY SHARES OR PREFERENTIAL SECURITIE S IN THE ABSORBED COMPANY TO WHICH ANY PREFERENTIAL RIGHTS HAVE BEEN ACCORDED; THERE ARE NO SPECIAL ADVANTAGES THAT HAVE BEEN ACCORDED TO BOARD MEMBERS OF M ERGED COMPANIES; APPROVES THE TRANSFER OF THE TOTALITY OF THE ESTATE OF THE AB SORBED COMPANY, ASSETS AS WELL AS LIABILITIES THE ESTATE COMPRISES THE TOTALIT Y OF THE RIGHTS AND OBLIGATIONS OF THE ABSORBED COMPANY, INCLUDING ALL PHYSICA L AND NON- PHYSICAL ASSETS, CURRENT CONTRACTS, DEBTS, ETC; THE MEETING GRANTS POWER TO THE BOARD OF DIRECTORS TO IMPLEMENT THE DECISIONS TAKEN 15. APPROVE THE PLAN TO PURCHASE SHARES OF MOBISTAR Management 2005 BY PERSONNEL DISCOUNTED STOCK PURCHASE PLAN AS PRESENTED BY THE BOARD OF DIRECTORS 16. APPROVE THE CORPORATE GOVERNANCE Non-Voting * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. - ----------------------------------------------------------------------------------------------------------------------------- ROLLS-ROYCE GROUP PLC, LONDON AGM Meeting Date: 05/04/2005 Issuer: G7630U109 ISIN: GB0032836487 SEDOL: 3283648, 7618514 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For FINANCIAL STATEMENTS FOR T HE YE 31 DEC 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. RE-ELECT MR. S.M. ROBERTSON AS A DIRECTOR OF Management For THE COMPANY 4. RE-ELECT MR. I.C. CONN AS A DIRECTOR OF THE COMPANY Management For 5. RE-ELECT SIR JOHN TAYLOR AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT HON. A.L. BONDURANT AS A DIRECTOR OF Management For THE COMPANY 7. RE-ELECT MR. J.P, CHEFFINS AS A DIRECTOR OF THE Management For COMPANY 8. RE-ELECT MR. J.M. GUYETTE AS A DIRECTOR OF THE Management For COMPANY 9. RE-ELECT MR. A.B. SHILSTON AS A DIRECTOR OF THE Management For COMPANY 10. RE-APPOINT KPMG AUDIT PLC AS THE COMPANY S AUDITORS Management For UNTIL THE NEXT GENERAL MEE TING AT WHICH FINANCIAL STATEMENTS ARE LAID AND AUTHORIZE THE DIRECTORS TO AGR EE THE AUDITORS REMUNERATION 11. AUTHORIZE THE DIRECTORS: A) ON ONE OR MORE OCCASIONS, Management For TO CAPITALIZE SUCH SUMS AS THEY MAY DETERMINE FROM TIME TO TIME BUT NOT EXCEEDING THE AGGREGATE SUM OF GBP 200 MILLION, STANDING TO THE CREDIT OF THE COMPANY S MERGER RESERVE OR SU CH OTHER RESERVES AS THE COMPANY MAY LEGALLY USE IN PAYING UP IN FULL AT PAR, UP TO 200 BILLION NON-CUMULATIVE REDEEMABLE CONVERTIBLE PREFERENCE SHARES WITH A NOMINAL VALUE OF 0.1 PENCE EACH B SHARES FROM TIME TO TIME HAVING THE RIG HTS AND BEING SUBJECT TO THE RESTRICTIONS CONTAINED IN THE ARTICLES OF ASSOCIA TION OF THE COMPANY AND ANY TERMS OF THEIR ISSUE; B) PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, AS AMENDED, TO EXERCISE ALL POWERS OF THE COMPANY TO ALLOT AND DISTRIBUTE B SHARES CREDITED AS FULLY PAID UP TO AN AGGREGATE NOMINA L AMOUNT OF 200 MILLION TO THE HOLDERS OF ORDINARY SHARES OF 2 0 PENCE EACH ON THE REGISTER OF MEMBERS ON ANY DATES DETERMINED BY THE DIRECTO RS FROM TIME TO TIME AND ON THE BASIS OF THE NUMBER OF B SHARES FOR EVERY ORDI NARY SHARE HELD AS MAY BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME; AND AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND C) T O DO ALL ACTS AND THINGS THEY MAY CONSIDER NECESSARY OR DESIRABLE TO GIVE EFFE CT TO THIS RESOLUTION AND TO SATISFY ANY ENTITLEMENT TO B SHARES HOWSOEVER ARI SING 12. APPROVE, FOR THE PURPOSES OF ARTICLE 112(A) OF Management For THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO INCREASE THE MAXIMUM AMOUNT OF THE ORDINARY REMUNERATION OF TH E DIRECTORS FROM GBP 600,000 TO GBP 850,000; AND SUCH AMOUNT AS THE DIRECTORS DETERMINE SHOULD BE PAID TO THE DIRECTORS BY WAY OF ORDINARY REMUNERATION IN A NY YEAR SHALL BE DIVIDED AMONG THOSE DIRECTORS WHO DO NOT HOLD ANY EXECUTIVE O FFICE S.13 APPROVE THAT THE SECTION 80 AMOUNT AS DEFINED Management For IN ARTICLE 10(D) SHALL BE GBP 11 7,133,532 S.14 APPROVE THAT THE SECTION 89 AMOUNT AS DEFINED Management For IN ARTICLE 10(D) SHALL BE GBP 17 ,570,029 S.15 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163(3) OF ITS UP TO 173,313,853 ORDINARY SHARES OF 20 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 20 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARE S DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOU S 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAK E A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- CATTLES PLC AGM Meeting Date: 05/05/2005 Issuer: G19684102 ISIN: GB0001803666 SEDOL: 0180366, 5830105, B05P1C8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT, THE FINANCIAL Management For STATEMENTS AND THE AUDITORS REPO RT 2. DECLARE A FINAL DIVIDEND Management For 3.A RE-APPOINT MR. F. DEE AS A DIRECTOR Management For 3.B RE-ELECT MR. D.A. HAXBY AS A DIRECTOR Management For 3.C RE-ELECT MR. S.P. MAHON AS A DIRECTOR Management For 3.D RE-ELECT MR. I.S. CUMMINE AS A DIRECTOR Management For 3.E RE-ELECT MR. B. COTTINGHAM AS A DIRECTOR Management For 4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 5. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 6. APPROVE THE DIRECTORS REMUNERATION REPORT Management For S.7 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For EXERCISE ALL THE POWERS OF THE CO MPANY TO ALLOT RELEVANT OF THE COMPANIES ACT 1985 S.8 APPROVE TO RENEW THE DIRECTORS POWERS TO ALLOT Management For EQUITY SECURITIES PURSUANT TO SECTION 95 OF THE COMPANIES ACT S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For OF ITS ORDINARY SHARES FOR THE PURPOSES OF SECTION 166 OF THE COMPANIES ACT S.10 APPROVE TO INCREASE THE LIMIT ON NON - EXECUTIVE Management For DIRECTORS FEES S.11 AMEND THE COMPANY S ARTICLES OF ASSOCIATION Management For S.12 APPROVE THE CATTLES LONG TERM INCENTIVE PLAN 2005 Management For S.13 APPROVE THE CATTLES EXECUTIVE SHARE OPTION SCHEME Management For 2005 - ----------------------------------------------------------------------------------------------------------------------------- GKN PLC AGM Meeting Date: 05/05/2005 Issuer: G39004232 ISIN: GB0030646508 SEDOL: 3064650 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND THE AUDITED STATEMENT OF ACC OUNTS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 8.0P PER 50P ORDINARY Management For SHARE FOR THE YE 31 DEC 2004 PAYABLE TO SHAREHOLDERS ON THE REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS O N 15 APR 2005 3. RE-ELECT MR. R.J. CLOWES AS A DIRECTOR Management For 4. RE-ELECT MR. J.N. SHELDRICK AS A DIRECTOR Management For 5. RE-ELECT MR. N.M. STEIN AS A DIRECTOR Management For 6. RE-ELECT SIR PETER WILLIAMS AS A DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 9. APPROVE THE REPORT ON THE DIRECTORS REMUNERATION Management For AND THE ACCOUNTS FOR THE YE 31 DEC 2004 S.10 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For PROVISIONS OF ARTICLE 6(B) OF TH E COMPANY S ARTICLES OF ASSOCIATION AND THE COMPANIES ACT 1985 THE ACT TO MA KE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 72,234,688 ORDINARY SHARES OF 50P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 50P AN D UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED F ROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINES S DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF TH E COMPANY OR 05 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AF TER SUCH EXPIRY S.11 AMEND THE ARTICLES OF THE ASSOCIATION OF THE Management For COMPANY BY DELETING THE ARTICLE 1 54 AND INSERTING THE NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- HAMMERSON PLC AGM Meeting Date: 05/05/2005 Issuer: G4273Q107 ISIN: GB0004065016 SEDOL: 0406501 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2004 2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For REPORT FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF 12.47 PENCE PER ORDINARY Management For SHARE, PAYABLE IN CASH 4. RE-ELECT MR. R.J.G. RICHARDS AS A DIRECTOR OF Management For THE COMPANY 5. RE-ELECT MR. R.J.O. BARTON AS A DIRECTOR OF THE Management For COMPANY 6. RE-ELECT MR. J.C. CLARE AS A DIRECTOR OF THE COMPANY Management For 7. RE-ELECT MR. S.R. MELLISS AS A DIRECTOR OF THE Management For COMPANY 8. RE-ELECT MR. G.F. PIMLOTT AS A DIRECTOR OF THE Management For COMPANY 9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY 10. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For OF THE AUDITORS 11. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AM OUNT OF GBP 23,298,898; AUTHORITY EXPIRES ON THE DATE OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY S.12 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHO RITY CONFERRED BY RESOLUTION 11, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUIT Y SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREH OLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,465,657; AUTHORITY EXPI RES UPON THE EXPIRY OF THE GENERAL AUTHORITY CONFERRED BY RESOLUTION 11 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY I N PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANI ES ACT 1985 OF UP TO 41,310,636 ORDINARY SHARES OF 25 PENCE EACH OF THE COMPA NY, AT A MINIMUM PRICE OF 25 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFIC IAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 04 NOV 206 ; THE COMPANY, BE FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 14. AUTHORIZE THE DIRECTORS TO EXTEND THE DURATION Management For OF THE 1995 APPROVED EXECUTIVE SHARE OPTION SCHEME AND THE UNAPPROVED EXECUTIVE SHARE OPTION SCHEME THE SCHE ME FOR A FURTHER PERIOD OF 10 YEARS AND ALTER THE SCHEME AS SPECIFIED 15. APPROVE: A) THE SHARE INCENTIVE PLAN THE PLAN Management For AS SPECIFIED B) AND AUTHORIZE THE DIRECTOR TO SUCH MINOR MODIFICATIONS OR AMENDMENTS TO THE PLAN AS THEY MAY CONSIDER NECESSARY AND DESIRABLE; C) AND AUTHORIZE THE DIRECTORS TO ESTABLISH ONE OR MORE FURTHER PLANS OR BENEFITS OF OVERSEAS EMPLOYEES BASED ON THE PLAN BUT SUBJECT TO SUCH MODIFICATIONS AS THE DIRECTORS MAY CONSIDER NECESSARY OR DESIRABLE TAKE ACCOUNT OF OVERSEAS SECURITIES LAWS; EXCHANGE CONTROLS AND TAX LEGISLATION; PROVIDED ANY AWARDS MADE UNDER SUCH FURTHER PLANS SHALL COUNT AGA INST THE LIMITS ON INDIVIDUAL PARTICIPATION UNDER THE PLAN AND ANY SHARES ISSU ED UNDER ANY SUCH FURTHER PLANS SHALL COUNT AGAINST ANY LIMITS ON THE ISSUE OF NEW SHARES UNDER THE PLAN S.16 AMEND THE ARTICLES OF ASSOCIATION BY REPLACING Management For GBP 350,000 IN LINE 4 OF ARTICL E 87 WITH GBP 750,000 AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LTD AGM Meeting Date: 05/05/2005 Issuer: G46714104 ISIN: KYG467141043 SEDOL: B032D70, B039V77, B03H2N4, B03H319 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS Management AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. RE-ELECT THE DIRECTORS OF THE COMPANY AND AUTHORIZE Management THE BOARD OF DIRECTORS TO FIX THE DIRECTORS REMUNERATION 3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION 4.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management ISSUE AND DEAL WITH NEW SHARE S IN THE CAPITAL OF THE COMPANY AND TO ALLOT , ISSUE OR GRANT SECURITIES CONVE RTIBLE INTO SHARES, OR OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOE AN Y SHARES OR SUCH CONVERTIBLE SECURITIES AND TO MAKE OR GRANT OFFERS, AGREEMENT S AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE T HAN PURSUANT TO A RIGHTS ISSUE; OR THE EXERCISE OF ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT; OR ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EX PIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY THE ARTICLES O F ASSOCIATION OF THE COMPANY OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO BE HELD 4.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management OR REPURCHASE SHARES OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITE D THE STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURE S COMMISSION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH A LL APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY THE ARTICLES OF ASSOCIATION O F THE COMPANY OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO BE HELD 4.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management 4(A) AND 4(B), TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY T HE COMPANY PURSUANT TO RESOLUTION 4(B), TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTION 4(A) , PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOU NT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESO LUTION S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management BY DELETING THE EXISTING ARTI CLE 87.(1) IN ITS ENTIRETY AND REPLACING IT WITH A NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LTD AGM Meeting Date: 05/05/2005 Issuer: G46714104 ISIN: KYG467141043 SEDOL: B032D70, B039V77, B03H2N4, B03H319 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 229126, DUE TO CHANGE IN T HE NUMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS Management For AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2.A RE-ELECT MR. DENNIS POKMAN LUI AS A DIRECTOR Management For 2.B RE-ELECT MR. TIM LINCOLN PENNINGTON AS A DIRECTOR Management For 2.C RE-ELECT MR. CHAN TING YU AS A DIRECTOR Management For 2.D RE-ELECT MR. WOO CHIU MAN, CLIFF AS A DIRECTOR Management For 2.E RE-ELECT MRS. CHOW WOO MO FONG, SUSAN AS A DIRECTOR Management For 2.F RE-ELECT MR. FRANK JOHN SIXT AS A DIRECTOR Management For 2.G RE-ELECT MR. KWAN KAI CHEONG AS A DIRECTOR Management For 2.H RE-ELECT MR. JOHN W. STANTON AS A DIRECTOR Management For 2.I RE-ELECT MR. KEVIN WESTLEY AS A DIRECTOR Management For 2.J AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE DIRECTORS Management For REMUNERATION 3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION 4.A AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH NEW SHARE S IN THE CAPITAL OF THE COMPANY AND TO ALLOT , ISSUE OR GRANT SECURITIES CONVE RTIBLE INTO SHARES, OR OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOE AN Y SHARES OR SUCH CONVERTIBLE SECURITIES AND TO MAKE OR GRANT OFFERS, AGREEMENT S AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE T HAN PURSUANT TO A RIGHTS ISSUE; OR THE EXERCISE OF ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT; OR ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EX PIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY THE ARTICLES O F ASSOCIATION OF THE COMPANY OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO BE HELD 4.B AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For OR REPURCHASE SHARES OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITE D THE STOCK EXCHANGE OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURE S COMMISSION UNDER THE HONG KONG CODE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MAY AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH A LL APPLICABLE LAWS AND REGULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS REQUIRED BY THE ARTICLES OF ASSOCIATION O F THE COMPANY OR ANY APPLICABLE LAW OF THE CAYMAN ISLANDS TO BE HELD 4.C APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 4(A) AND 4(B), TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY T HE COMPANY PURSUANT TO RESOLUTION 4(B), TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTION 4(A) , PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOU NT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESO LUTION S.5 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For BY DELETING THE EXISTING ARTI CLE 87.(1) IN ITS ENTIRETY AND REPLACING IT WITH A NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- LLOYDS TSB GROUP PLC OGM Meeting Date: 05/05/2005 Issuer: G5542W106 ISIN: GB0008706128 SEDOL: 0870612, 5460524 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND OF THE AUDITORS FOR THE YE 31 DEC 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For IN THE REPORT AND ACCOUNT S 3.a ELECT SIR JULIAN HORN-SMITH AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 79 OF THE COMPANY S ARTICLES OF ASSOCIATION 3.b ELECT MR. G.T. TATE AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 79 OF THE COMPANY S ARTICLES OF ASSOCIATION 4.a RE-ELECT MR. G.J.N GEMMELL AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 82 OF THE COMPANY S ARTICLES OF ASSOCIATION 4.b RE-ELECT MR. M. E. FAIREY AS A DIRECTOR, WHO Management For RETIRES UNDER ARTICLE 82 OF THE C OMPANY S ARTICLES OF ASSOCIATION 4.c RE-ELECT DR. D.S. JULIUS AS A DIRECTOR, WHO RETIRES Management For UNDER ARTICLE 82 OF THE CO MPANY S ARTICLES OF ASSOCIATION 5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 6. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For OF THE AUDITORS 7. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY PARAGRAPH 9.2 OF THE ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION, FOR THE PERIOD ENDING ON THE DAY OF THE AGM IN 2006 OR ON 04 AUG 2006, WHICHEVER IS EARLIER, AND FOR THAT PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 40,000,000 USD 40,000,000, EUR 40,000,000 AND JPY 1,250,000,000 S.8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS, SUBJECT TO THE PASS ING OF RESOLUTION 7, BY PARAGRAPH 9.3 OF THE ARTICLE 9 OF THE COMPANY S ARTICL ES OF ASSOCIATION AND FOR THAT PERIOD THE SECTION 89 AMOUNT SHALL BE GBP 70,94 2,899 S.9. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE COMPANY, Management For TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 567 MILLION ORDINARY SHARES O F 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHOR ITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 20 066 OR 04 NOV 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PU RCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SU CH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- PRUDENTIAL PLC AGM Meeting Date: 05/05/2005 Issuer: G72899100 ISIN: GB0007099541 SEDOL: 0709954, 5395864, B01DPD5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE DIRECTORS REPORT AND Management For THE FINANCIAL STATEMENTS FOR YE 31 DEC 2004 WITH THE AUDITOR S REPORT THEREON 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. RE-ELECT MR. C.P. MANNING AS A DIRECTOR Management For 4. RE-ELECT MR. R.G. MENDOZA AS A DIRECTOR Management For 5. RE-ELECT MR. G.M. WOOD AS A DIRECTOR Management For 6. ELECT MR. J.H. ROSS AS A DIRECTOR Management For 7. ELECT MR. M.W.O. GARRETT AS A DIRECTOR Management For 8. ELECT MR. K.B. DADISETH AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR UNTIL Management For THE CONCLUSION OF THE NEXT GENE RAL MEETING AT WHICH THE COMPANY S ACCOUNTS ARE LAID AND AUTHORIZE THE DIRECTO RS TO FIX THE AMOUNT OF ITS REMUNERATION 10. DECLARE A FINAL DIVIDEND OF 10.65 PENCE PER ORDINARY Management For SHARE OF THE COMPANY FOR THE YE 31 DEC 2004, WHICH SHALL BE PAYABLE TO SHAREHOLDERS WHO ARE ON THE REGI STER OF MEMBERS AT THE CLOSE OF BUSINESS ON 18 MAR 2005 11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY OR PURSUANT TO AR TICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 WITH THE SECTION 80 AMOUNT IN RESPECT OF THE COMPANY S ORDINARY SHARES SHALL BE GBP 31,220,000 AUTHORITY EXPIRES AT THE END OF THE NEXT AGM S.12 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For SECTION 94 OF THE COMPANIE S ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS BY A RTICLE 13 OF THE COMPANY S ARTICLES OF ASSOCIATION SUBJECT TO RESOLUTION 11 AND FOR THIS PURPOSE ALLOTMENT OF EQUITY SECURITIES SHALL INCLUDE A SALE OF RE LEVANT SHARES AS PROVIDED IN SECTION 94(3A) OF THAT ACT AS IF SECTION 89(1) PR OVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: I TH E MAXIMUM AGGREGATE NOMINAL AMOUNT OF EQUITY SECURITIES THAT MAY BE ALLOTTED O R SOLD PURSUANT TO THE AUTHORITY UNDER ARTICLE 13(B) IS GBP 5,900,000; AND II AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPA NY s.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 58 Management For OF THE COMPANY S ARTICLES OF ASS OCIATION AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 237 MILLION ORDINARY SH ARES OF 5 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE EXCLUS IVE OF EXPENSES OF 5 PENCE AND EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MAR KET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OF FICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORIT Y EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 OR 18 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.14 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For - ----------------------------------------------------------------------------------------------------------------------------- RECKITT BENCKISER PLC AGM Meeting Date: 05/05/2005 Issuer: G7420A107 ISIN: GB0007278715 SEDOL: 0727871, 5861268 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For FY 2004, WHICH ENDED ON 31 DEC 2 004 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON 2. APPROVE THE DIRECTOR S REMUNERATION REPORT AND Management Against THAT PART OF THE REPORT OF THE AUDITORS WHICH REPORTS THEREON 3. APPROVE A FINAL DIVIDEND OF 18P PER ORDINARY Management For SHARE BE PAID ON 26 MAY 2005 TO A LL ORDINARY SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 04 MAR 20 05 4. RE-ELECT MR. ADRIAN BELLAMY AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 5. RE-ELECT MR. GEORGE GREENER AS A DIRECTOR, UNDER Management For COMBINED CODE PROVISION A.7.2 6. ELECT MR. GRAHAM MACKAY AS A DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Management For OF THE COMPANY TO HOLD OFFIC E UNTIL THE CONCLUSION OF THE NEXT AGM AND AUTHORIZE THE DIRECTORS TO FIX THEI R REMUNERATION 8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For FOR ALL EXISTING AUTHO RITIES, TO ALLOT RELEVANT SECURITIES WITHIN THE MEANING OF SECTION 80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 25,438,000 AUTHO RITY EXPIRES 5 YEARS FROM THE DATE OF THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE EXERCIS ED AFTER THE RELEVANT PERIOD AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES A FTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT M ADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 8 AND PURSUANT T O SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES WITHIN THE MEANING OF SECTION 94 OF THAT ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERR ED BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOT MENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE SAID ACT, DISAPPL YING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWE R IS LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RI GHTS ISSUE, OPEN OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS AND B ) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 3,815,000 AUTHORITY EXPIRES THE EAR LIER OF THE CONCLUSION OF THE AGM OF THE COMPANY AND AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management For OF THE COMPANY S ARTICLES OF ASSO CIATION OF THE COMPANY AS PER SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE M ARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF ORDINARY SHARES OF 10 10/19P EACH IN THE CAPITAL OF THE COMPANY (A) THE MAXIMUM NUMBER OF ORDI NARY SHARES WHICH MAY PURCHASED IS 72,500,000 ORDINARY SHARES REPRESENTING LE SS THAN 10% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 06 MAR 2005 ; (B)THE MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE PURCHASED IS AN AMOUNT E QUAL TO 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE P REVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MA Y MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WH OLLY OR PARTLY AFTER SUCH EXPIRY; (D) ORDINARY SHARES CANCELLED IMMEDIATELY UP ON COMPLETION OF THE PURCHASE OR TRANSFERRED OR OTHERWISE DEALT WITH AS TREASU RY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT 1985 11. APPROVE A) THE RECKITT BENCKISER 2005 SAVINGS-RELATED Management For SHARE OPTION PLAN, AS SP ECIFIED IN THE NOTICE OF THE 2005 AGM DATED 06 APR 2005 AND IN THE FORM OF THE DRAFT RULES PRODUCED TO THE MEETING BE AND IS HEREBY ADOPTED AND THAT THE DIR ECTORS OR A COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORIZED TO DO ALL ACTS A ND THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAM E INCLUDING ANY CONSEQUENTIAL AMENDMENTS TO OBTAIN THE APPROVAL OF THE INLAND REVENUE UNDER THE PROVISIONS OF PART 6, CHAPTER 7 AND SCHEDULE 3 TO THE INCOME TAX (EARNINGS AND PENSIONS) ACT 2003 AND B) THE DIRECTORS BE AUTHORIZED TO VO TE AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT BE COUN TED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION AND ANY PROHIBITI ON ON VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND IS HEREBY RELAXED ACCORDINGLY 12. APPROVE A) THE RECKITT BENCKISER 2005 GLOBAL Management For STOCK PROFIT PLAN IN THE NOTICE O F THE 2005 AGM DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT RULES PRODUCED TO THE MEETING BE ADOPTED AND THAT THE DIRECTORS, OR A COMMITTEE OF THE BOARD OF DIRECTORS, BE AUTHORIZED TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE T O AMEND, IMPLEMENT OR GIVE EFFECT TO THE SAME AND B) THE DIRECTORS BE AUTHORIZ ED TO VOTE AND BE COUNTED IN THE QUORUM ON ANY MATTER CONNECTED WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION AND ANY P ROHIBITION ON VOTING CONTAINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY B E RELAXED ACCORDINGLY 13. APPROVE A) THE RECKITT BENCKISER 2005 USA SAVINGS-RELATED Management For SHARE OPTION PLAN, I N THE NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND IN THE FORM OF THE DRAFT R ULES PRODUCED TO THE MEETING BE ADOPTED AND THAT THE DIRECTORS BE AUTHORIZED T O DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE TO AMEND, IMPLEMENT, OR GIVE E FFECT TO THE SAME AND (B) THE DIRECTORS BE AUTHORIZED TO VOTE AND BE COUNTED I N THE QUORUM ON ANY MATTER CONNECTED WITH THE PLAN REFERRED TO IN PARAGRAPH A) OF THIS RESOLUTION EXCEPT THAT A DIRECTOR MAY NOT BE COUNTED IN A QUORUM OR VOTE IN RESPECT OF HIS OWN PARTICIPATION AND ANY PROHIBITION ON VOTING CONTAI NED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY BE ACCORDINGLY 14. AMEND THE RULES OF THE RECKITT BENCKISER SENIOR Management For EXECUTIVE SHARE OWNERSHIP POLI CY PLAN OF THE NOTICE OF THE 2005 AGM DATED 06 APR 2005, AND IN THE FORM OF TH E DRAFT RULES PRODUCED TO THE MEETING, AND THAT THE DIRECTORS BE AUTHORIZED TO DO ALL ACTS AND THINGS NECESSARY OR DESIRABLE TO CARRY IT INTO EFFECT - ----------------------------------------------------------------------------------------------------------------------------- REXAM PLC AGM Meeting Date: 05/05/2005 Issuer: G1274K113 ISIN: GB0004250451 SEDOL: 0425045, 5848896 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ANNUAL REPORT AND GROUP Management For ACCOUNTS FOR THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT Management For 3. DECLARE THE 2004 FINAL DIVIDEND ON THE ORDINARY Management For SHARES 4. ELECT MR. W.R. BARKER AS A DIRECTOR Management For 5. RE-ELECT MR. R.L. BORJESSON AS A DIRECTOR Management For 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS AND AUTHORIZE THE DIRECT ORS TO DETERMINE THEIR REMUNERATION 7. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 6 OF THE COMPANY S ARTICLE S OF ASSOCIATION AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GB P 140,800,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM IN 2006 OR 04 AUG 2006 S.8 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7 OF THE COMPANY S ARTICLE S OF ASSOCIATION AND UNDER SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94(3A) OF THE ACT , DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECT ION 89(1) OF THE ACT , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE; AND B) UP TO AN AGGR EGATE NOMINAL AMOUNT OF GBP 17,700,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR ON 04 AUG 2006 S.9 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH ARTICLE Management For 11 OF THE COMPANY S ARTICLES OF ASSOCIATION AND THE ACT AND FOR THE PURPOSE OF SECTION 166 OF THE COMPANIE S ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 55,000, 000 MILLION ORDINARY SHARES OF 64 2/7 PENCE EACH IN THE CAPITAL OF THE COMPANY , AT A MINIMUM PRICE OF 64 2/7 PENCE AND UP TO 105% OF THE AVERAGE MIDDLE MARK ET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFF ICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2006 OR 04 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- SMITH & NEPHEW PLC AGM Meeting Date: 05/05/2005 Issuer: G82343164 ISIN: GB0009223206 SEDOL: 0922320, 4228499 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE REPORT AND THE ACCOUNTS Management For 2. DECLARE A FINAL DIVIDEND Management For 3. APPROVE THE REMUNERATION REPORT Management For 4. RE-ELECT MR. JOHN BUCHANAN Management For 5. RE-ELECT MR. BRAIN LARCOMBE Management For 6. RE-ELECT DR. PAMELA KIRBY Management For 7. RE-APPOINT THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For ALLOT SHARES S.10 APPROVE TO RENEW THE DIRECTORS AUTHORITY FOR Management For THE DISAPPLICATION OF THE PRE-EM PTION RIGHTS S.11 APPROVE TO RENEW THE DIRECTORS LIMITED AUTHORITY Management For TO MAKE MARKET PURCHASES OF THE COMPANY S OWN SHARES - ----------------------------------------------------------------------------------------------------------------------------- TRINITY MIRROR PLC AGM Meeting Date: 05/05/2005 Issuer: G90637102 ISIN: GB0009039941 SEDOL: 0903994, 5828003 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT, THE FINANCIAL Management For STATEMENTS AND THE AUDITORS REPO RT FOR THE 53 WEEKS ENDED 02 JAN 2005 2. RECEIVE AND ADOPT THE REMUNERATION REPORT INCLUDING Management For THE REMUNERATION COMMITTEE S REMUNERATION POLICY FOR EXECUTIVE DIRECTORS AS SET OUT IN THE ANNUAL REPORT AND THE ACCOUNTS FOR THE 53 WEEKS ENDED 05 JAN 2005 3. DECLARE A FINAL DIVIDEND IN RESPECT OF THE 53 Management For WEEKS ENDED 02 JAN 2005 4. RE-APPOINT MR. PAUL VICKERS AS A DIRECTOR Management For 5. RE-APPOINT MR. GARY HOFFMAN AS A DIRECTOR Management For 6. RE-APPOINT DELOITTE & TOUCHE AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS TO FI X THE AUDITORS REMUNERATION 7. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For FOR ANY EXISTING AUTHO RITY AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985(THE ACT), TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO A MAXIMUM AGGREGATE NOMINAL AM OUNT OF GBP 9,889,769 TO SUCH PERSONS AT SUCH TIMES AND UPON SUCH CONDITIONS A S THE DIRECTORS MAY DETERMINE SUBJECT TO THE ARTICLES OF ASSOCIATION OF THE C OMPANY ; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY O R 05 AUG 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPI RY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management For TO SECTION 95(1) OF THE COMPA NIES ACT 1985(THE ACT), TO ALLOT EQUITY SECURITIES FOR CASH SECTION 94(2) OF THE ACT PURSUANT TO THE AUTHORITY UNDER SECTION 80 OF THE ACT CONFERRED BY RE SOLUTION 7, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROV IDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN C ONNECTION WITH A RIGHTS ISSUE OR OTHER ISSUE IN FAVOR OF ORDINARY SHARES IN TH E COMPANY; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,483,613; AUTHORI TY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 05 AUG 2006 ; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF TH IS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXP IRY S.9 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For EXISTING AUTHORITY, TO MAKE MAR KET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF 29,672,275 ORDINAR Y SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY, THE MINIMUM PRICE IS 10P A ND THE MAXIMUM PRICE WHICH MAY BE PAID FOR EACH SHARE IS AN AMOUNT EQUAL TO 10 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LO NDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; A UTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 05 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHA SE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH E XPIRY S.10 AMEND THE ARTICLES 49.1, 50.1, 80.1(B) AND 129.1(D) Management For OF THE ARTICLES OF ASSOCIA TION OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- UNION FENOSA SA, MADRID OGM Meeting Date: 05/05/2005 Issuer: E93171119 ISIN: ES0181380017 SEDOL: 4913223, 5392304, B02TN61 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. EXAMINATION AND APPROVAL, WHERE APPROPRIATE, Management For OF THE CONDUCT OF BUSINESS BY THE BOARD OF DIRECTORS, THE FINANCIAL STATEMENTS (BALANCE SHEET, STATEMENT OF INC OME AND NOTES TO THE FINANCIAL STATEMENTS) AND THE MANAGEMENT REPORT OF THE CO MPANY AND ITS CONSOLIDATED GROUP FOR 2004. 2. PROPOSED ALLOCATION OF 2004 EARNINGS AND ANY Management For RETAINED EARNINGS. AS THE CASE MAY BE 3. APPOINTMENT, ELECTION OR RE-ELECTION, AS APPROPRIATE, Management For OF THE AUDITORS OF UNION FENOSA, S.A. AND ITS CONSOLIDATED GROUP. 4. BYLAW AMENDMENTS: AMENDMENTS TO ARTICLE 29 (TO Management For ADAPT IT TO ARTICLE 106.2 OF TH E SPANISH CORPORATIONS LAW-LEY DE SOCIEDADES ANONIMAS) AND TO PROVIDE FOR REQU ESTS FOR GROUPING WITHOUT EXPRESS DESIGNATION OF PROXY; ARTICLE 32, THE ATTEND ANCE LIST, TO ADAPT IT TO ARTICLE 111 OF THE SPANISH CORPORATIONS LAW; ARTICLE 33, RIGHT TO INFORMATION, TO ENVISAGE THE REQUEST FOR INFORMATION VIA TELEMAT IC MEANS; ARTICLE 51, BOARD OF DIRECTORS MEETINGS, TO ENABLE THEM TO BE HELD V IA THE METHODS ALLOWED BY TECHNOLOGY; AND ARTICLE 52, QUORUM AND TRANSACTION O F BOARD OF DIRECTORS MEETINGS, TO ALLOW REMOTE PROXY-GRANTING BY DIRECTORS. D CONSIDERING THE POSSIBILITIES OFFERED BY THE TECHNOLOGY AVAILABLE; ARTICLE 5 2, ABOUT PROCEEDINGS OF THE MEETINGS OF THE BOARD AND REPRESENTATION METHODS 5. AMENDMENTS TO THE SHAREHOLDERS MEETING REGULATION: Management For AMEND ARTICLE 7, TO INCORP ORATE CERTAIN MATTERS RELATING TO THE SHAREHOLDERS RIGHT TO INFORMATION; ARTI CLE 8, TO INCORPORATE CERTAIN MATTERS RELATING TO THE SHAREHOLDERS RIGHT TO R EPRESENTATION; ARTICLE 13, TO ADAPT IT TO ARTICLE 111 OF THE SPANISH CORPORATI ONS LAW AND ARTICLE 32 OF THE BYLAWS; AND ARTICLE 16, TO ALLOW INFORMATION TO BE PROVIDED BY REMOTE MEANS. 6. APPOINTMENT, RATIFICATION, TERMINATION AND/OR Management For RE-ELECTION OF DIRECTORS. F DIRECTORS 7. AUTHORIZATION FOR THE ACQUISITION ON THE MARKET Management For OF OWN SHARES, DIRECTLY OR THR OUGH ENTITIES IN ITS GROUP OF COMPANIES, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 75 OF THE SPANISH CORPORATIONS LAW AND OTHER LEGAL PROVISIONS, AS WELL AS FOR THE DISPOSAL OF OWN SHARES. 8. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REQUEST Management For ADMISSION TO, AND EXCLUSIO N FROM, TRADING ON ANY ORGANIZED SECONDARY MARKET OF SHARES, DEBENTURES, COMME RCIAL PAPER, PREFERENCE SHARES, NOTES, BONDS, WARRANTS, OR ANY OTHER SECURITIE S OR SIMILAR CERTIFICATES, ISSUED OR TO BE ISSUED BY THE COMPANY OR THE GROUP COMPANIES, AND TO ADOPT THE RESOLUTIONS THAT ARE NECESSARY SO THAT SHARES, DEB ENTURES, COMMERCIAL PAPER, NOTES, BONDS, PREFERENCE SHARES, WARRANTS OR ANY OT HER OUTSTANDING SECURITIES OR SIMILAR CERTIFICATES OF THE COMPANY OR GROUP COM PANIES REMAIN LISTED. 9. AUTHORIZATION FOR THE BOARD OF DIRECTORS TO INTERPRET, Management For CORRECT, COMPLEMENT, EX ECUTE AND EXPAND UPON ANY RESOLUTIONS ADOPTED BY THE SHAREHOLDERS MEETING, TO DELEGATE THE POWERS GRANTED TO IT BY THE SHAREHOLDERS MEETING, AND TO EMPOWE R IT TO EXPRESS THOSE RESOLUTIONS IN A PUBLIC INSTRUMENT AND TO EXECUTE THEM. 10. APPROVAL, WHERE APPLICABLE, OF THE MINUTES OF Management For THE SHAREHOLDERS MEETING, OR, I N THEIR ABSENCE, DESIGNATION OF NOMINEES FOR THAT PURPOSE. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 06 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- INTERTEK GROUP PLC, LONDON AGM Meeting Date: 05/06/2005 Issuer: G4911B108 ISIN: GB0031638363 SEDOL: 3163836, B066PM8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ANNUAL REPORT AND THE ACCOUNTS Management For FOR THE YE 31 DEC 2004 2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 7.0P Management For PER ORDINARY SHARE 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 4. ELECT MR. RAYMOND KONG AS A DIRECTOR Management For 5. RE-ELECT MR. VANNI TREVES AS A DIRECTOR Management For 6. RE-ELECT MR. RICHARD NELSON AS A DIRECTOR Management For 7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS Management For 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 9. ADOPT THE INTERTEK DEFERRED BONUS PLAN PLAN Management For AS SPECIFIES AND AUTHORIZE THE D IRECTORS OF THE COMPANY TO DO ALL ACTS AND THINGS AS MAY BE NECESSARY OR DESIR ABLE TO CARRY THE SAME INTO EFFECT AND TO VOTE, AND BE COUNTED IN THE QUORUM, ON ANY MATTER CONNECTED WITH THE PLAN, NOTWITHSTANDING THAT THEY MAY BE INTERE STED IN THE SAME EXCEPT THAT NO DIRECTOR MAY BE COUNTED IN A QUORUM OR VOTE I N RESPECT OF HIS OWN PARTICIPATION , AND THAT THE PROHIBITION ON VOTING BY INT ERESTED DIRECTORS CONTAINED IN ARTICLE 79 OF THE COMPANY S ARTICLES OF ASSOCIA TION BE HEREBY RELAXED TO THAT EXTENT AND TO ESTABLISH SUCH SCHEDULES TO THE P LAN AND/OR SUCH OTHER PLANS BASED ON THE PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS OUT SIDE THE UK AS THEY CONSIDE R NECESSARY OR EXPEDIENT, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH S CHEDULES OR PLANS MUST BE TREATED AS COUNTING AGAINST THE RELEVANT LIMITS IN T HE PLAN ON INDIVIDUAL PARTICIPATION LEVELS AND THE OVERALL NUMBER OF SHARES IS SUABLE OR TREASURY SHARE TRANSFERRABLE 10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 11 OF THE COMPANY S ARTICL ES OF ASSOCIATION FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(7) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 515,926,02; AUTHORITY EXPIRES ON THE FIFTH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION S.11 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 12 OF THE COMPANY S ARTICL ES OF ASSOCIATION FOR ANY EXISTING AUTHORITY, UNDER SECTION 95 OF THE COMPANIE S ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH, FOR PURPOSES OF PARAGRAPH (B) OF THAT ARTICLE UP TO AN NOMINAL AMOUNT OF GBP 77,388.90; AUTHORITY EXPIRES ON THE FIFTH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION S.12 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For WITHIN THE MEANING OF SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 15,477,780 ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY ORDINARY SHARES , AT A MINIMUM PRICE OF 1P AND UP TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHA RE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PRE VIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXP IRY - ----------------------------------------------------------------------------------------------------------------------------- CENTRICA PLC AGM Meeting Date: 05/09/2005 Issuer: G2018Z143 ISIN: GB00B033F229 SEDOL: B033F22 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS FOR THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For DEC 2004 3. DECLARE A FINAL DIVIDEND OF 6.1 PENCE PER ORDINARY Management For SHARE PAYABLE TO THE SHAREH OLDERS ON THE REGISTER OF THE MEMBERS AT THE CLOSE OF BUSINESS ON 29 APR 2005 4. RE-ELECT MS. PATRICIA MANN AS A DIRECTOR OF THE Management For COMPANY 5. ELECT MS. MARY FRANCIS AS A DIRECTOR OF THE COMPANY Management For 6. ELECT MR. PAUL RAYNER AS A DIRECTOR OF THE COMPANY Management For 7. ELECT MR. JAKE ULRICH AS A DIRECTOR OF THE COMPANY Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 10. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For SECTION 347C OF THE COMPANIES AC T 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS, AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP 125,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE, AS DEFINED IN SECTION 347A OF THE ACT, NOT EXCEEDING GBP 125,000 IN TOTAL; AUTHORITY EXPIRES AT THE CONCLUSION OF THE 2006 AGM OR 08 AUG 2006 S.11 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS TO ALLOT RELEVANT SE CURITIES BY THE ARTICLE 13.3 OF THE COMPANY S ARTICLES OF ASSOCIATION AND THAT THE MAXIMUM AMOUNT OF RELEVANT SECURITIES WHICH THE DIRECTORS MAY ALLOT DURIN G THIS PERIOD BE GBP 43,564,579; AUTHORITY EXPIRES AT THE CONCLUSION OF THE 2 006 AGM OR 08 AUG 2006 S.12 APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For S.11 ABOVE, TO RENEW THE AUT HORITY CONFERRED ON THE DIRECTORS BY THE ARTICLE 13.5 OF THE COMPANY S ARTICLE S OF ASSOCIATION AND THAT THE MAXIMUM AMOUNT OF EQUITY SECURITIES WHICH THE DI RECTORS MAY ALLOT OTHER THAN IN CONNECTION WITH A RIGHTS ISSUE AS DEFINED IN ARTICLE 13.7 UNDER THIS AUTHORITY SHALL BE GBP 11,571,771; AUTHORITY EXPIRES AT THE END OF THE 2006 AGM OR ON 08 AUG 2006 S.13 AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For 10 OF THE ARTICLES OF ASSOCIATI ON OF THE COMPANY, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES A CT 1985 OF UP TO 374,925,383 ORDINARY SHARES OF 6 14/81 PENCE EACH IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM PRICE OF 6 14/81 PENCE AND AN AMOUNT EQUAL T O 105% OF THE AVERAGE MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STO CK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE 2006 AGM OF THE COMPANY OR 08 AU G 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDIN ARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.14 AMEND THE MEMORANDUM AND THE ARTICLES OF ASSOCIATION Management For AS FOLLOWS: A) BY THE INS ERTION OF A NEW PARAGRAPH 4.34A IN THE MEMORANDUM OF ASSOCIATION; B) BY THE IN SERTION OF A NEW ARTICLE 149.3 IN THE ARTICLES OF ASSOCIATION AND C) BY THE DE LETION OF OR AT THE END OF THE PENULTIMATE PARAGRAPH IN THE ARTICLE 107.2 OF THE ARTICLES OF ASSOCIATION S.15 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- GRAFTON GROUP PLC AGM Meeting Date: 05/09/2005 Issuer: G4035Q189 ISIN: IE00B00MZ448 SEDOL: B00MZ44, B00NKF3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE FINANCIAL STATEMENTS Management For FOR THE YE 31 DEC 2004 2.A RE-APPOINT MR. ANTHONY COLLINS AS A DIRECTOR Management For OF THE COMPANY 2.B RE-APPOINT MS. GILLIAN BOWLER AS A DIRECTOR OF Management For THE COMPANY 2.C RE-APPOINT MR. RICHARD W. JEWSON AS A DIRECTOR Management For OF THE COMPANY 2.D RE-APPOINT MR. FERGUS MALONE AS A DIRECTOR OF Management For THE COMPANY 2.E RE-APPOINT MR. LEO MARTIN AS A DIRECTOR OF THE Management For COMPANY 3. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 4. AUTHORIZE THE DIRECTORS TO ALLOT THE SHARES Management For 5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT SHARES Management For OTHERWISE THAN IN ACCORDANCE WITH STATUTORY PRE-EMPTION RIGHTS 6. GRANT AUTHORITY TO MAKE MARKET PURCHASE THE COMPANY Management For S OWN SHARES 7. APPROVE THE PRICE RANGE FOR THE RE-ISSUE OF TREASURY Management For SHARES OFF MARKET 8. AUTHORIZE THE CONTINGENT PURCHASE CONTRACT RELATING Management For TO A ORDINARY SHARES 9. AMEND 1999 GRAFTON GROUP SHARE SCHEME Management Against 10. APPROVE TO FIX THE LIMIT ON THE DIRECTORS REMUNERATION Management For - ----------------------------------------------------------------------------------------------------------------------------- SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH AGM Meeting Date: 05/09/2005 Issuer: H84046137 ISIN: CH0012332372 BLOCKING SEDOL: 7189816, B018RS9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH OGM Meeting Date: 05/09/2005 Issuer: H84046137 ISIN: CH0012332372 BLOCKING SEDOL: 7189816, B018RS9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. APPROVE THE ANNUAL REPORT, ANNUAL ACCOUNTS AND Management ACCOUNTS OF THE GROUP 2004 2. GRANT DISCHARGE TO THE MANAGEMENT Management 3. APPROVE THE APPROPRIATION OF BALANCE PROFIT OF Management THE COMPANY 4. APPROVE THE ELECTIONS Management * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 212483, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH AGM Meeting Date: 05/09/2005 Issuer: H84046137 ISIN: CH0012332372 BLOCKING SEDOL: 7189816, B018RS9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. APPROVE THE ANNUAL REPORT AND THE ANNUAL CONSOLIDATED Management FINANCIAL STATEMENTS OF 2004 2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE EXECUTIVE BOARD 3. APPROVE THE DISPOSABLE PROFITS Management 4.1 ELECT THE BOARD OF DIRECTORS Management 4.2 ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 228442 DUE TO CHANGE IN THE A GENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 212483, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T HE ADP CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- SOCIETE GENERALE MIX Meeting Date: 05/09/2005 Issuer: F43638141 ISIN: FR0000130809 BLOCKING SEDOL: 4817756, 5784967, 5966442, 5966516, 6245504, 7166240, B030BZ8, B0439L8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 220981 DUE TO CHANGE IN THE M EETING DATE AND ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEET ING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE . THANK YOU. O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STATUTORY AUDITORS; AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEE T FOR THE YE 31 DEC 2004; AND THE NET PROFIT OF EUR 2,303,226,958.31, AFTER TA XES DEDUCTION FOR FY 2004 O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management DIRECTORS AND NOTES A PROFIT OF E UR 2,303,226,958.31 ALLOCATION TO THE LEGAL RESERVE: EUR 839,801.24 DISPOSABLE BALANCE FOR DISTRIBUTION: EUR 2,302,387,157.07 PLUS THE PRIOR RETAINED EARNIN GS: EUR 3,803,901,724.00 DISTRIBUTABLE PROFIT: EUR 6,106,288,881.07 APPROPRIAT ION AS FOLLOWS: CARRY FORWARD ACCOUNT: EUR 833,381,732.37 GLOBAL DIVIDEND: EUR 1,469,005,424.70 THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.25 PER SHARE; THIS DIVIDEND WILL BE PAID ON 30 MAY 2005; THANKS TO SHARES PREMIUMS, THE RESERVES AMOUNT TO EUR 10,111,265,559.65 WHEREAS THEY WERE OF EUR 9,761,18 0,538.34 IN 2003; THE CARRY FORWARD ACCOUNT OF EUR 3,803,901,724.00 IS INCREAS ED TO EUR 4,637,283,456.37 AS REQUIRED BY LAW O.3 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY 31 DEC 2004 O.4 APPROVE, AFTER HEARING THE SPECIAL REPORT OF Management THE AUDITORS ON AGREEMENTS GOVERN ED BY ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE, THE REPORT AND THE AGRE EMENTS O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management AZEMA AS A DIRECTOR FOR A PERI OD OF 4 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. ELISABETH Management LULIN AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PATRICK Management RICHARD AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 113.00 M INIMUM SALE PRICE: EUR 46.00 MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONT HS ; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE D ELEGATION SET FORTH IN RESOLUTION NUMBER 10 AND GIVEN BY THE GENERAL MEETING O F 29 APR 2004 E.9 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED DIRECTORS E.10 APPROVE TO DECIDE TO CHANGE THE DIRECTORS NUMBER Management AND AMEND ARTICLE OF ASSOCIAT ION NUMBER 7, ENTITLED DIRECTORS E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 14 MONTHS E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN CONSIDERATI ON FOR THE CONTRIBUTION IN KIND OF SHARES OR SECURITIES GIVING ACCESS TO THE C APITAL, EXCEPT IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER AND PROVIDED THAT IT SHALL NOT EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10% OF THE SHARE CAPITAL, SUB JECT TO THE NOMINAL LIMIT OF EUR 300 MILLION FOR CAPITAL INCREASES WITHOUT PRE EMPTIVE SUBSCRIPTION RIGHTS AUTHORIZED BY THE GENERAL MEETING OF 29 APR 2004 I N ITS 12 RESOLUTION; AUTHORITY EXPIRES AT THE END OF 14 MONTHS O.13 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRE SCRIBED BY LAW A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder AMEND THE ARTICLE 14 OF THE B Y-LAWS ANY PROVISION RESTRICTING THE VOTING RIGHTS THAT A SHAREHOLDER MAY EXE RCISE AT A GENERAL MEETING - ----------------------------------------------------------------------------------------------------------------------------- BOEHLER-UDDEHOLM AG, WIEN AGM Meeting Date: 05/10/2005 Issuer: A1071G105 ISIN: AT0000903851 BLOCKING SEDOL: 4121305, 5568901 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORT AS AT 31 DEC 2004; Management THE REPORTING OF THE MANAGING BOA RD AND THE SUPERVISORY BOARD ON THE FY 2004 2. APPROVE THE ALLOCATION OF THE NET INCOME OF THE Management FY 2004 3. APPROVE THE ACTIONS OF THE MANAGING BOARD AND Management THE SUPERVISORY BOARD FOR THE FY 2004 4. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management BOARD FOR 2004 5. ELECT THE AUDITORS FOR THE 2005 Management 6.A AUTHORIZE THE MANAGING BOARD WITH THE APPROVAL Management OF THE SUPERVISORY BOARD TO RAI SE INITIAL CAPITAL WITHIN 5 YEARS, BY MEANS OF CASH DEPOSIT OR CONTRIBUTION IN KIND BY EURO 18,175.00 BY ISSUING UP TO 2,500.00 BEARER SHARES 6.B AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management WITH THE APPROVED CAPITAL INCR EASE - ----------------------------------------------------------------------------------------------------------------------------- COMPAGNIE MARITIME BELGE SA CMB, ANTWERPEN AGM Meeting Date: 05/10/2005 Issuer: B2878R129 ISIN: BE0003817344 BLOCKING SEDOL: B04M8H4, B054MK0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting AND OF THE JOINT STATUTORY AUDITO RS FOR THE FY CLOSED AT 31 DEC 2004 2. APPROVE THE ANNUAL ACCOUNTS FOR THE FY CLOSED Management AT 31 DEC 2004, PREPARED BY THE BOARD OF DIRECTORS 3. APPROVE THE PROFIT TO BE ALLOCATED AS: 1) RESERVES: Management EUR 18,366,335.23; 2) GROS S DIVIDEND BEFORE WITHHOLDING TAX : EUR 126,000,000.00; AND 3) TO BE CARRIED FORWARD: EUR 38,268,727.07, THE DIVIDEND WILL BE MADE PAYABLE AS FROM 13 MAY 2 005 4. GRANT DISCHARGE TO THE CURRENT DIRECTORS OF THE Management COMPANY: MRS. VIRGINIE SAVERYS AND MR. MARC SAVERYS, MR. LUDWIG CRIEL, MR. BENOIT TIMMERMANS, MR. ETIENNE DA VIGNON, MR. JEAN PETERBROECK, MR. NICOLAS SAVERYS, MR. PHILIPPE VAN DAMME AND MR. ERIC VERBEECK, FOR ANY LIABILITY ARISING FROM THE EXECUTION OF THEIR MANDA TE IN THE COURSE OF THE FY UNDER REVISION 5. GRANT DISCHARGE TO THE JOINT STATUTORY AUDITORS Management OF THE COMPANY, CONSISTING OF KPMG BEDRIJFSREVISOREN REPRESENTED BY MR. SERGE COSIJNS AND MRS. HELGA PLATTEA U FOR THE PERIOD BETWEEN 11 MAY 2004 UNTIL 30 NOV 2004 REPLACED BY THE EXTRAOR DINARY GENERAL SHAREHOLDERS MEETING OF 30 NOV 2004 BY HELGA PLATTEAU BEDRIJFS REVISOR BVBA REPRESENTED BY MRS. HELGA PLATTEAU, FOR ANY LIABILITY ARISING FRO M THE EXECUTION OF THEIR MANDATE IN THE COURSE OF THE FY UNDER REVISION 6.a APPOINT MR. ETIENNE DAVIGNON AS THE INDEPENDENT Management DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING IMMEDIATELY AFTER THE SHAREHOLDERS MEETING OF 2008 6.b APPOINT MR. JEAN PETERBROECK AS THE INDEPENDENT Management DIRECTOR FOR A PERIOD OF THREE YEARS EXPIRING IMMEDIATELY AFTER THE SHAREHOLDERS MEETING OF 2008 7. APPROVE THAT EVERY DIRECTOR RECEIVES A FIXED Management ANNUAL REMUNERATION OF EUR 25,000 FOR THE EXECUTION OF THEIR MANDATE; THE CHAIRMAN RECEIVES EUR 75,000; EACH DI RECTOR ALSO RECEIVES AN ATTENDANCE FEE OF EUR 5,000 PER BOARD MEETING ATTENDED ; EVERY MEMBER OF THE AUDIT COMMITTEE RECEIVES A FIXED ANNUAL FEE OF EUR 12,50 0 AND THE CHAIRMAN OF THE AUDIT COMMITTEE RECEIVES EUR 25,000; EVERY MEMBER OF THE NOMINATING AND REMUNERATION COMMITTEE RECEIVES A FIXED ANNUAL FEE OF EUR 3,000 8. APPROVE THE REMUNERATION PAID TO THE JOINT AUDITORS Management FIXED AT EUR 66,170/YEAR F OR THE REVIEW OF THE STATUTORY ACCOUNTS AND AT EUR 112,550/YEAR FOR THE CONSOL IDATED ACCOUNTS 9. APPROVE TO UPDATE THE COMPLIANCE WITH THE BELGIAN Non-Voting CORPORATE GOVERNANCE CODE 10. MISCELLANEOUS Non-Voting * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MUL TIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFI CIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESE NTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRES ENTATIVE AT ADP. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- HYSAN DEVELOPMENT CO LTD AGM Meeting Date: 05/10/2005 Issuer: Y38203124 ISIN: HK0014000126 SEDOL: 5890530, 6449618, 6449629, B01Y5G1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS Management For FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND TOGETHER WITH A SCRIP Management For ALTERNATIVE FOR THE YE 31 DEC 2004 3. RE-ELECT THE DIRECTORS Management For 4. APPROVE THE ANNUAL DIRECTORS FEES AND ADDITIONAL Management For FEES PAYABLE TO THE DIRECTOR S SERVING ON BOARD COMMITTEES OF THE COMPANY SUCH REVISED REMUNERATION ARRANG EMENTS TO TAKE EFFECT FROM 01 JUL 2005 AND PAYABLE TO DIRECTORS ON A PRO RATA BASIS FOR THE FYE 31 DEC 2005 AND TO REMAIN THE SAME UNTIL THE COMPANY IN GEN ERAL MEETING OTHERWISE DETERMINES: BOARD OF DIRECTORS: CHAIRMAN HKD 140,000; D EPUTY CHAIRMAN HKD 120,000; DIRECTOR 100,000; AUDIT COMMITTEE: CHAIRMAN HKD 60 ,000; MEMBER 30,000; OTHER COMMITTEES: CHAIRMAN HKD 30,000, MEMBER HKD 20,000 5. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management For THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management Against OF ADDITIONAL SHARES IN TH E COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS OR OTHER SECURITIES DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGR EGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSU ANT TO I) A RIGHTS ISSUE; OR II) ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMEN T; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For PERIOD, TO PURCHASE OR OTHERWISE ACQUIRE SHARES OF HKD 5 EACH IN THE CAPITAL OF THE COMPANY IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED, NOT EXCEEDING 10% OF T HE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY EX PIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPI RATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 6 AND 7, THE AGGREGATE NO MINAL AMOUNT OF THE SHARES WHICH ARE PURCHASED OR OTHERWISE ACQUIRED BY THE CO MPANY PURSUANT TO RESOLUTION 7 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED PURSUANT TO RESOLUTION 6 9. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management Against LISTING COMMITTEE OF THE STOCK EX CHANGE OF HONG KONG LIMITED GRANTING APPROVAL OF THE LISTING OF AND PERMISSION TO DEAL IN THE SHARES TO BE ALLOTTED AND ISSUED PURSUANT TO THE EXERCISE OF O PTIONS WHICH MAY BE GRANTED UNDER A NEW SHARE OPTION SCHEME OF THE COMPANY TH E NEW SCHEME , AS SPECIFIED, AND ADOPT THE RULES OF THE NEW SCHEME; AND AUTHOR IZE THE DIRECTORS TO ADMINISTER THE NEW SCHEME AND TO GRANT OPTIONS IN ACCORDA NCE WITH THE RULES AND PROVISIONS OF THE NEW SCHEME; TO ISSUE, ALLOT AND DEAL WITH ANY SHARES FROM TIME TO TIME PURSUANT TO THE EXERCISE OF OPTIONS UNDER AN D IN ACCORDANCE WITH THE NEW SCHEME; AND TO DO ALL SUCH OTHER ACTS THINGS AS M AY BE NECESSARY OR EXPEDIENT AS THEY THINK FIT IN ORDER TO GIVE EFFECT TO THE NEW SCHEME FROM TIME TO TIME S.10 AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For A) BY DELETING ARTICLE 83 IN ITS ENTIRETY AND REPLACING IT WITH NEW WORDS; B) BY DELETING ARTICLE 114 IN ITS E NTIERTY AND REPLACING IT WITH NEW WORDS - ----------------------------------------------------------------------------------------------------------------------------- HYSAN DEVELOPMENT CO LTD AGM Meeting Date: 05/10/2005 Issuer: Y38203124 ISIN: HK0014000126 SEDOL: 5890530, 6449618, 6449629, B01Y5G1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 226060 DUE TO CHANGE IN THE R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS Management FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND TOGETHER WITH A SCRIP Management ALTERNATIVE FOR THE YE 31 DEC 2004 3.1 ELECT MR. FA-KUANG HU AS A DIRECTOR Management 3.2 RE-ELECT DR. GEOFFREY MEOU-TSEN YEH AS A DIRECTOR Management 3.3 RE-ELECT MRS. PAULINE WAH LING YU WONG AS A DIRECTOR Management 3.4 RE-ELECT MR. PER JORGENSEN AS A DIRECTOR Management 3.5 RE-ELECT DR. DEANNA RUTH TAK YUNG RUDGARD AS Management A DIRECTOR 3.6 RE-ELECT MR. ANTHONY HSIEN PIN LEE AS A DIRECTOR Management 4. APPROVE THE ANNUAL DIRECTORS FEES AND ADDITIONAL Management FEES PAYABLE TO THE DIRECTOR S SERVING ON BOARD COMMITTEES OF THE COMPANY SUCH REVISED REMUNERATION ARRANG EMENTS TO TAKE EFFECT FROM 01 JUL 2005 AND PAYABLE TO DIRECTORS ON A PRO RATA BASIS FOR THE FYE 31 DEC 2005 AND TO REMAIN THE SAME UNTIL THE COMPANY IN GEN ERAL MEETING OTHERWISE DETERMINES: BOARD OF DIRECTORS: CHAIRMAN HKD 140,000; D EPUTY CHAIRMAN HKD 120,000; DIRECTOR 100,000; AUDIT COMMITTEE: CHAIRMAN HKD 60 ,000; MEMBER 30,000; OTHER COMMITTEES: CHAIRMAN HKD 30,000, MEMBER HKD 20,000 5. RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Management THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE Management OF ADDITIONAL SHARES IN TH E COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS OR OTHER SECURITIES DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGR EGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY, OTHERWISE THAN PURSU ANT TO I) A RIGHTS ISSUE; OR II) ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMEN T; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSIO N OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management PERIOD, TO PURCHASE OR OTHERWISE ACQUIRE SHARES OF HKD 5.00 EACH IN THE CAPITAL OF THE COMPANY IN ACCORDANCE WI TH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED, NOT EXCEEDING 10% O F THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE E XPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 8. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management 6 AND 7, THE AGGREGATE NO MINAL AMOUNT OF THE SHARES WHICH ARE PURCHASED OR OTHERWISE ACQUIRED BY THE CO MPANY PURSUANT TO RESOLUTION 7 SHALL BE ADDED TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED PURSUANT TO RESOLUTION 6 9. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management LISTING COMMITTEE OF THE STOCK EX CHANGE OF HONG KONG LIMITED GRANTING APPROVAL OF THE LISTING OF AND PERMISSION TO DEAL IN THE SHARES TO BE ALLOTTED AND ISSUED PURSUANT TO THE EXERCISE OF O PTIONS WHICH MAY BE GRANTED UNDER A NEW SHARE OPTION SCHEME OF THE COMPANY TH E NEW SCHEME , AS SPECIFIED, AND ADOPT THE RULES OF THE NEW SCHEME; AND AUTHOR IZE THE DIRECTORS TO ADMINISTER THE NEW SCHEME AND TO GRANT OPTIONS IN ACCORDA NCE WITH THE RULES AND PROVISIONS OF THE NEW SCHEME; TO ISSUE, ALLOT AND DEAL WITH ANY SHARES FROM TIME TO TIME PURSUANT TO THE EXERCISE OF OPTIONS UNDER AN D IN ACCORDANCE WITH THE NEW SCHEME; AND TO DO ALL SUCH OTHER ACTS THINGS AS M AY BE NECESSARY OR EXPEDIENT AS THEY THINK FIT IN ORDER TO GIVE EFFECT TO THE NEW SCHEME FROM TIME TO TIME S.10 AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management A) BY DELETING ARTICLE 83 IN ITS ENTIRETY AND REPLACING IT WITH NEW WORDS; B) BY DELETING ARTICLE 114 IN ITS E NTIRETY AND REPLACING IT WITH NEW WORDS - ----------------------------------------------------------------------------------------------------------------------------- JAPAN REAL ESTATE INVESTMENT CORP, TOKYO AGM Meeting Date: 05/10/2005 Issuer: J27523109 ISIN: JP3027680002 SEDOL: 6397580, B02H4K6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 AMEND ARTICLES TO: EXPAND PERMITTED INVESTMENT Management For TYPES - LIMIT LEGAL LIABILITY OF EXECUTIVE DIRECTORS AND SUPERVISORY DIRECTORS 2 APPOINT EXECUTIVE DIRECTOR Management For 3.1 ELECT SUPERVISORY DIRECTOR Management For 3.2 ELECT SUPERVISORY DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- KUDELSKI SA, CHESEAUX-SUR-LAUSANNE AGM Meeting Date: 05/10/2005 Issuer: H46697142 ISIN: CH0012268360 BLOCKING SEDOL: 7121250 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting 1. APPROVE THE BUSINESS REPORT, THE ANNUAL ACCOUNTS Management OF KUNDELSKI S.A. AND THE CON SOLIDATED ACCOUNTS 2004, THE REPORT OF THE AUDITOR AND THE GROUP AUDITOR 2. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management PROFIT OF KUDELSKI S.A. 3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS AND THE MANAGEMENT BO ARD 4. ELECT THE BOARD OF DIRECTORS Management 5. ELECT THE AUDITOR AND THE GROUP AUDITOR Management 6. APPROVE TO INCREASE AND MODIFY THE CONDITIONAL Management CAPITAL CONTINGENT CAPITAL OPT IONS OPTION CONTRACT OPTION RIGHT OR OF SUBSCRIPTION 7. MISCELLANEOUS Other - ----------------------------------------------------------------------------------------------------------------------------- LAGARDERE SCA MIX Meeting Date: 05/10/2005 Issuer: F5485U100 ISIN: FR0000130213 SEDOL: 4547213, 5685480, 7166154, B05DWG3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 10 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. * PLEASE NOTE THAT THE LAGARDERE SCA SHARES ARE Non-Voting IN REGISTERED FORM. BLOCKING CO NDITIONS DO NOT APPLY FOR VOTING. THANK YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management REPORTS OF THE MANAGING PARTNE RS AND THE SUPERVISORY BOARD AND THE STATUTORY AUDITORS REPORT ON THE AUDIT O F THE ACCOUNTS, APPROVES ALL PARTS OF THE AFOREMENTIONED REPORTS AND THE NON-C ONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2 004, AS DRAWN UP AND PRESENTED. CONSEQUENTLY, IT APPROVES ALL THE ACTS CARRIED OUT BY THE MANAGING PARTNERS AS PRESENTED IN THE SAID REPORTS AND STATEMENTS, AND GIVES THE MANAGING PARTNERS DISCHARGE FOR THEIR MANAGEMENT DURING THE SAI D FINANCIAL YEAR. O.2 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management REPORTS OF THE MANAGING PARTNE RS AND THE SUPERVISORY BOARD AND THE STATUTORY AUDITORS REPORT ON THE AUDIT O F THE CONSOLIDATED STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2004 , APPROVES THE SAID ACCOUNTS AS DRAWN UP AND PRESENTED TO IT. O.3 THE ORDINARY GENERAL MEETING, BEING NOTIFIED Management OF THE DEDUCTION ON 31 DECEMBER 2 004, OF A SUM OF EUR 3,049,432 FROM RETAINED EARNINGS, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 39 OF THE 2004 AMENDMENTS TO THE LAW OF FINANCE AND NOTI CE NO. 2005-A OF THE NATIONAL ACCOUNTING COUNCIL CONSEIL NATIONAL DE LA COMPT ABILITE), CORRESPONDING TO THE AMOUNT OF THE MANDATORY EXCEPTIONAL TAX OF 2.5% ON THE LONG-TERM CAPITAL GAINS SPECIAL RESERVE IMPOSED BY THE PROVISIONS OF T HE ABOVE-MENTIONED LAW, RESOLVES, IN ACCORDANCE WITH THESE PROVISIONS: TO TRAN SFER THE AMOUNT OF THE LONG-TERM CAPITAL GAINS SPECIAL RESERVE, REPRESENTING T HE SUM OF EUR 120,220,945.95 TO THE OPTIONAL RESERVE; TO DEDUCT FROM THIS OPTI ONAL RESERVE THE SUM OF EUR 3,049,432, WHICH WILL BE CREDITED TO RETAINED EARN INGS. O.4 THE ORDINARY GENERAL MEETING NOTES THAT THE NET Management INCOME FOR THE FINANCIAL YEAR CORRESPONDS TO A PROFIT OF 131,630,706.96 WHICH, IN VIEW OF RETAINED EARNINGS OF 192,342,447.58 YIELDS A DISTRIBUTABLE NET INCOME OF 323,973,154.54 IT HAS R ESOLVED, IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION, TO DEDUCT A SUM OF EU R 3,818,730 FROM THE PROFIT, WHICH IS EQUAL TO 1% OF THE GROUP SHARE OF CONSOL IDATED NET INCOME AS STATUTORY DIVIDENDS TO ITS GENERAL PARTNERS. THIS DIVIDEN D WILL BE ENTITLED TO THE 50% TAX REBATE REFERRED TO IN ARTICLE 158.3.2 OF THE GENERAL TAX CODE FOR INDIVIDUALS WHO ARE SUBJECT TO INCOME TAX IN FRANCE. BAS ED ON A PROPOSAL FROM THE MANAGING PARTNERS, THE GENERAL MEETING RESOLVES TO P AY A DIVIDEND OF EUR 1 PER SHARE, TAKING INTO ACCOUNT THE FOLLOWING: SHARES IS SUED AS A RESULT OF THE EXERCISE OF SHARE SUBSCRIPTION OPTIONS BEFORE THE DIVI DEND EX-DATE CARRY RIGHTS TO THE SAID DIVIDEND; SHARES HELD BY THE COMPANY IN TREASURY ON THE EX-DATE WILL NOT CARRY RIGHTS TO THE SAID DIVIDENDS. THE DIVID END WILL BE DEDUCTED FROM THE SHARE ON 19 MAY 2005 AND PAID AS FROM THAT DATE TO HOLDERS OF REGISTERED SHARES OR TO THEIR QUALIFIED REPRESENTATIVES, BY CHEC K OR BY BANK TRANSFER. THE ORDINARY GENERAL MEETING ALSO DECIDES, UPON THE REC OMMENDATION OF THE MANAGING PARTNERS, TO PAY AN EXCEPTIONAL DIVIDEND OF EUR 2 PER SHARE, WHICH WILL BE DEDUCTED FROM THE DISTRIBUTABLE PROFIT. THE BALANCE W ILL BE DEDUCTED FROM THE OPTIONAL RESERVE AS PROVIDED BY THIS MEETING, ON THE UNDERSTANDING THAT: SHARES CREATED AS A RESULT OF THE STOCK OPTION BEFORE THE DATE OF DEDUCTION OF THIS EXCEPTIONAL DIVIDEND SHALL BE ENTITLED TO THIS DIVID END; SHARES THAT MAY BE HELD BY THE COMPANY AT THE DATE OF DEDUCTION OF THE EX CEPTIONAL DIVIDEND SHALL NOT BE ENTITLED TO THIS DIVIDEND. THE EXCEPTIONAL DIV IDEND WILL BE DEDUCTED FROM THE SHARE ON 6 JULY 2005 AND PAID AS FROM THAT DAT E TO HOLDERS OF REGISTERED SHARES OR TO THEIR QUALIFIED REPRESENTATIVES, BY CH ECK OR BY BANK TRANSFER. THE ANNUAL AND EXCEPTIONAL DIVIDENDS WILL QUALIFY FOR THE 50% TAX REBATE GRANTED ONLY TO INDIVIDUALS WHO ARE SUBJECT TO INCOME TAX IN FRANCE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 158.3.2 OF THE GENERAL TAX CODE. IT MUST BE NOTED THAT THE SUMS OF THE DIVIDENDS PAIDS RELATING TO TH E LAST THREE FINANCIAL YEARS AS WELL AS THE TAX CREDITS ACCRUING TO THEM, ARE SET OUT AS FOLLOWS: 2003 2002 2001 DIVIDEND PAID TO SHAREHOLDERS 0,900,820,82 TAX CREDIT 0.45 0.41 0.41 GLOBAL DIVIDEND 1.35 1.23 1.23 TOTAL DIVIDEND 122,81 5,095.30 111,226,519.54 110,838,916 DIVIDEND PAID TO GENERAL PARTNERS 3,339,00 0 - 6,160,717 TOTAL 126,154,095.30 111,226,519.54 116,999,633 (IN EUROS) O.5 THE ORDINARY GENERAL MEETING, AFTER HEARING THE Management STATUTORY AUDITORS SPECIAL RE PORT CONCERNING THE AGREEMENTS REFERRED TO IN ARTICLE L. 226-10 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE), APPROVES THIS REPORT IN ALL ITS PARTS AS WELL AS ALL THE AGREEMENTS CONTAINED THEREIN. O.6 THE ORDINARY GENERAL MEETING, AFTER BEING NOTIFIED Management OF THE MANAGING PARTNERS R EPORT AND THE SPECIFIC OFFER DOCUMENTS SIGNED BY THE AUTORITE DES MARCHES FINA NCIERS ON THE SHARE BUYBACK PROGRAMME, AND PURSUANT TO THE PROVISIONS OF ARTIC LE L. 225-209 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE) AND EUROPEA N COMMISSION REGULATION NO. 2273/2003 OF 22 DECEMBER 2003, AUTHORISES THE MANA GING PARTNERS TO PURCHASE A NUMBER OF LAGARDERE SCA SHARES REPRESENTING UP TO 10% OF THE COMPANY S CURRENT CAPITAL. THIS CORRESPONDS TO A MAXIMUM NUMBER OF 14,104,285 SHARES ON THE BASIS OF THE CAPITAL AS OF 28 FEBRUARY 2005, FOR A MA XIMUM AMOUNT OF SEVEN HUNDRED MILLION (700,000,000) EUROS, UNDER THE CONDITION S AND ACCORDING TO THE TERMS BELOW. THE MAXIMUM PURCHASE PRICE PER SHARE WILL BE 80 EUROS. THIS AMOUNT WILL BE, IF NECESSARY, ADJUSTED IN THE EVENT OF OPERA TIONS ON SHARE CAPITAL, PARTICULARLY IN THE EVENT OF INCORPORATIONS OF RESERVE S, PROFITS AND PREMIUMS, SCRIP ISSUE, DIVISION OR GROUPING OF SHARES. THE MANA GING PARTNERS MAY USE THIS AUTHORISATION TO REACH THE FOLLOWING OBJECTIVES IN PARTICULAR: REDUCTION OF CAPITAL BY CANCELLING ALL OR PART OF THE SHARES ACQUI RED, SUBJECT TO THE AUTHORISATION OF THIS MEETING; DELIVERY OR EXCHANGE OF SHA RES DURING THE EXERCISE OF RIGHTS ATTACHED TO SECURITIES THAT ENTITLE THE HOLD ER, IN ANY MANNER WHATSOEVER, TO BE ALLOTTED COMPANY SHARES; ALLOTMENT OF SHAR ES TO BENEFICIARIES OF STOCK OPTIONS WHO EXERCISE THEIR RIGHT; ALLOTMENT OF FR EE SHARES TO THE EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES; ALLOTMENT OF SHARES TO EMPLOYEES UNDER EMPLOYEE PROFIT SHARING SCHEMES; ANY OTHER ALLOTM ENT OF SHARES TO EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES UNDER THE C ONDITIONS DEFINED BY THE APPLICABLE LEGAL PROVISIONS; ANIMATION AND REGULATION OF THE COMPANY S SHARE MARKET WITHIN THE FRAMEWORK OF LIQUIDITY AGREEMENTS EN TERED INTO WITH AN INDEPENDENT INVESTMENT SERVICE PROVIDER, THE TERMS OF WHICH WILL COMPLY WITH AN ETHICAL CHARTER RECOGNISED BY THE AMF; KEEPING THE SHARES AND DELIVERING THEM LATER IN EXCHANGE OR IN PAYMENT FOR ANY EXTERNAL GROWTH O PERATIONS THAT MAY SO REQUIRE. AND MORE GENERALLY, REALISATION OF ANY OPERATIO N IN COMPLIANCE WITH THE REGULATIONS, AND PARTICULARLY WITH THE MARKET PRACTIC ES, AS PERMITTED BY THE AMF. THESE SHARES MAY BE ACQUIRED, ASSIGNED OR TRANSFE RRED AT ANY TIME, IN COMPLIANCE WITH THE REGULATIONS AND BY ANY MEANS, INCLUDI NG, AS APPROPRIATE, ON THE MARKET OR AMICABLY, THROUGH THE ACQUISITION OR SELL ING OF BLOCKS, THE USE OF DERIVATIVE PRODUCTS, OR THE IMPLEMENTATION OF OPTION AL STRATEGIES. THE GENERAL MEETING GRANTS FULL POWERS TO THE MANAGING PARTNERS TO DECIDE, IN ACCORDANCE WITH LEGAL AND REGULATORY PROVISIONS, THE IMPLEMENTA TION OF THIS AUTHORISATION, ENTER INTO ALL AGREEMENTS, CARRY OUT ALL FORMALITI ES AND GENERALLY TAKE ALL THE NECESSARY STEPS TO IMPLEMENT THIS RESOLUTION. TH E AUTHORISATION THUS GRANTED TO THE MANAGING PARTNERS IS VALID FOR A PERIOD OF EIGHTEEN MONTHS, STARTING FROM THIS MEETING. IT CANCELS AND SUPERSEDES THE AU THORISATION GRANTED ON 11 MAY 2004. O.7 THE ORDINARY GENERAL MEETING, HAVING NOTED THAT Management THE TERM OF THE STATUTORY AUDI TOR, THE AUDITING FIRM SCP BARBIER FRINAULT & AUTRES AND THAT OF THE SUBSTITUT E AUDITOR, MR ALAIN GROSMANN SHOULD END AT THE CONCLUSION OF THIS MEETING, RES OLVES TO RENEW THE APPOINTMENT OF THE STATUTORY AUDITOR SCP BARBIER FRINAULT & AUTRES FOR A PERIOD OF SIX FINANCIAL YEARS, AND THAT OF MR GILLES PUISSOCHET AS SUBSTITUTE AUDITOR FOR THE SAME PERIOD. O.8 THE ORDINARY GENERAL MEETING, HAVING NOTED THAT Management THE TERM OF THE STATUTORY AUDI TOR MR ALAIN GHEZ AND THAT OF THE SUBSTITUTE AUDITOR MR CHARLES-ERIC RAVISSE W ILL COME TO AN END AT THE CONCLUSION OF THIS GENERAL MEETING, AND HAVING NOTED THAT THE PERSONS CONCERNED DID NOT ASK FOR THEIR MANDATES TO BE RENEWED, RESO LVES NOT TO REPLACE THEM. E.9 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STATU TORY AUDITORS AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-129-2 AN D L.228-91 ET SEQ. OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE): AUTHO RISES THE MANAGING PARTNERS TO ISSUE, IN ONE OR MORE ISSUES, IN PROPORTIONS AN D AT TIMES THAT IT SHALL DEEM NECESSARY, IN FRANCE, OUTSIDE FRANCE OR ON INTER NATIONAL MARKETS, ALL SECURITIES THAT ONLY LEAD AND/OR MAY ONLY LEAD IMMEDIATE LY OR IN THE FUTURE, THROUGH CONVERSION, EXCHANGE, REDEMPTION, PRESENTATION OF A BOND OR THROUGH ANY OTHER MEANS, TO THE ATTRIBUTION OF DEBT SECURITIES AND/ OR A SHARE OF THE CAPITAL OF COMPANIES OTHER THAN LAGARDERE SCA; RESOLVES THAT THE NOMINAL AMOUNT OF DEBT SECURITIES THAT COULD BE ISSUED IN APPLICATION OF THIS DELEGATION MAY NOT EXCEED TWO BILLION AND FIVE MILLION (2,500,000,000) EU ROS OR THE EQUIVALENT VALUE OF THIS AMOUNT IN THE EVENT OF THE ISSUE IN FOREIG N CURRENCY OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL CURRE NCIES; RESOLVES THAT THE MANAGING PARTNERS SHALL HAVE ALL THE POWERS NEEDED TO IMPLEMENT THIS DELEGATION, AND IN PARTICULAR, TO: - FIX ISSUE PRICES AND COND ITIONS, THE AMOUNTS TO BE ISSUED, THE DATES AND CONDITIONS OF ISSUE, THE FORM AND CHARACTERISTICS OF THE SECURITIES TO BE ISSUED AND THE SECURITIES THAT ARE ENTITLED OR THAT CAN BE ENTITLED BY THESE, IN PARTICULAR THEIR NATURE, THEIR DATE OF ENTITLEMENT EVEN RETROSPECTIVE, THE CONDITIONS IN WHICH THEY ARE EXERC ISED, THEIR MODE OF PAYMENT, CONDITIONS AND TERMS OF THEIR REDEMPTION OR THEIR ACCELERATED REDEMPTION; - IF NECESSARY, MAKE PROVISIONS FOR THE CONDITIONS OF THEIR REPURCHASE ON THE STOCK EXCHANGE, THE POSSIBILITY OF SUSPENDING ANY REL ATED ALLOTMENT RIGHTS FOR A PERIOD NOT EXCEEDING THREE MONTHS; - CARRY OUT, AS MAY BE NECESSARY, ALL THE FORMALITIES NEEDED TO LIST THESE SECURITIES ON THE STOCK EXCHANGE; - GENERALLY, ENTER INTO ALL AGREEMENTS, MAKE ANY UNDERTAKINGS AND CARRY OUT ALL THE NECESSARY STEPS TO SUCCESSFULLY CARRY OUT THE PROJECTED ISSUES; RESOLVES, FOR DEBT SECURITIES THAT HAVE BEEN ISSUED OR ARE TO BE ISSUE D, THAT THE MANAGING PARTNERS SHALL HAVE ALL POWERS TO DECIDE IN PARTICULAR, W HETHER OR NOT THEY ARE SUBORDINATED, FIX THEIR INTEREST RATE, THEIR DURATION, THEIR REDEMPTION PRICE, WHETHER OR NOT THEY ARE FIXED, ARE WITH OR WITHOUT A P REMIUM, THEIR REDEMPTION MODE, ARRANGEMENTS FOR THEIR AMORTISATION DEPENDING O N MARKET CONDITIONS, AND THE CONDITIONS THAT ARE GRANTED, OR MAY BE GRANTED BY THESE SECURITIES, TO THE ATTRIBUTION OF DEBT SECURITIES ON THE ISSUING COMPAN Y AND/OR TO THE SHARE OF THE CAPITAL OF COMPANIES OTHER THAN THE ISSUING COMPA NY. THE DELEGATION THUS GRANTED TO THE MANAGING PARTNERS IS VALID FOR A PERIOD OF TWENTY-SIX MONTHS BEGINNING FROM THIS MEETING. E.10 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STATU TORY AUDITORS, AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-129-2 A ND L.228-92 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE): AUTHORISES T HE MANAGING PARTNERS TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE ISSUES, IN THE PROPORTION AND AT PERIODS IT DEEMS FIT, BY ISSUING, IN FRANCE AND ABROAD, THE COMPANY S COMMON SHARES AS WELL AS ALL SECURITIES OF ANY KIND WHICH GIVE O R CAN GIVE IMMEDIATE OR FUTURE ACCESS, BY ALL MEANS, AND PARTICULARLY THROUGH DEBT SECURITIES, TO THE CAPITAL OF THE COMPANY; RESOLVES THAT THE TOTAL AMOUNT OF THE CAPITAL INCREASES THAT COULD BE CARRIED OUT IMMEDIATELY OR IN THE FUTU RE, MAY NOT EXCEED A NOMINAL VALUE OF THREE HUNDRED MILLION (300,000,000) EURO S. THIS AMOUNT MAY BE INCREASED BY THE NOMINAL VALUE OF ADDITIONAL SHARES TO B E ISSUED TO PRESERVE THE RIGHTS OF HOLDERS OF SECURITIES THAT GIVE RIGHT TO TH E COMPANY S SHARES, IN ACCORDANCE WITH THE LAW; ALSO RESOLVES THAT THE NOMINAL AMOUNT OF DEBT SECURITIES LIABLE TO BE ISSUED IN APPLICATION OF THIS DELEGATI ON OF AUTHORITY MAY NOT EXCEED TWO BILLION AND FIVE MILLION (2,500,000,000) EU ROS OR THE EQUIVALENT VALUE OF THIS AMOUNT IN THE EVENT OF THE ISSUE IN FOREIG N CURRENCY OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL CURRE NCIES. RESOLVES THAT PURSUANT TO THE LAW, SHAREHOLDERS WILL HAVE A PRE-EMPTIVE RIGHT TO THE SUBSCRIPTION OF SECURITIES ISSUED BY VIRTUE OF THIS DELEGATION O F AUTHORITY; RESOLVES THAT IN THE EVENT THAT SUBSCRIPTIONS AS OF RIGHT, AND WH ERE APPLICABLE, SUBSCRIPTIONS FOR EXCESS SHARES, DO NOT COMPLETELY ABSORB AN I SSUE, THE MANAGING PARTNERS MAY, IN ADDITION TO THE OPTIONS PROVIDED BY LAW, O FFER THE PUBLIC ALL OR PART OF UNSUBSCRIBED SECURITIES. PURSUANT TO THE ABOVE- MENTIONED LEGAL PROVISIONS, THE MANAGING PARTNERS WILL HAVE ALL THE POWERS REQ UIRED TO DETERMINE THE TERMS AND CONDITIONS OF ISSUE, ASCERTAIN THE RESULTING INCREASES IN CAPITAL AND AMEND THE ARTICLES OF ASSOCIATION ACCORDINGLY. THIS D ELEGATION OF AUTHORITY IS VALID FOR A PERIOD OF TWENTY-SIX MONTHS BEGINNING FR OM THIS MEETING. E.11 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STATU TORY AUDITORS, AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L 225-129-2, L. 225-135 AND L. 228-92 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE): AUTHORISES THE MANAGING PARTNERS TO INCREASE THE SHARE CAPITAL, IN ONE OR MOR E ISSUES, IN THE PROPORTION AND AT PERIODS IT DEEMS FIT, BY ISSUING, IN FRANCE AND ABROAD, THE COMPANY S COMMON SHARES AS WELL AS ALL SECURITIES OF ANY KIND WHICH GIVE OR CAN GIVE IMMEDIATE OR FUTURE ACCESS, BY ALL MEANS, AND PARTICUL ARLY THROUGH DEBT SECURITIES, TO THE CAPITAL OF THE COMPANY; RESOLVES THAT THE TOTAL AMOUNT OF THE CAPITAL INCREASES THAT COULD BE CARRIED OUT IMMEDIATELY O R IN THE FUTURE, MAY NOT EXCEED A NOMINAL VALUE OF THREE HUNDRED MILLION (300, 000,000) EUROS. THIS AMOUNT MAY BE INCREASED BY THE NOMINAL VALUE OF ADDITIONA L SHARES TO BE ISSUED TO PRESERVE THE RIGHTS OF HOLDERS OF SECURITIES THAT GIV E RIGHT TO THE COMPANY S SHARES, IN ACCORDANCE WITH THE LAW; ALSO RESOLVES THA T THE NOMINAL AMOUNT OF DEBT SECURITIES LIABLE TO BE ISSUED IN APPLICATION OF THIS DELEGATION OF AUTHORITY MAY NOT EXCEED TWO BILLION AND FIVE MILLION (2,50 0,000,000) EUROS OR THE EQUIVALENT VALUE OF THIS AMOUNT IN THE EVENT OF THE IS SUE IN FOREIGN CURRENCY OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL CURRENCIES; RESOLVES TO WAIVE THE SHAREHOLDERS PRE-EMPTIVE RIGHTS TO THE SECURITIES TO BE ISSUED, BY VIRTUE OF THIS DELEGATION, ON THE UNDERSTANDIN G THAT THE MANAGING PARTNERS MAY GRANT SHAREHOLDERS A PERIOD OF SUBSCRIPTION P RIORITY ON ALL OR PART OF THE ISSUE. THE DURATION OF THIS PERIOD WILL BE DEFIN ED ACCORDING TO LEGAL PROVISIONS; RESOLVES THAT THE ISSUE PRICE OF THE SHARES TO BE ISSUED MAY NOT BE LOWER THAN THE PRICE DEFINED BY THE LEGAL PROVISIONS, NAMELY THE WEIGHTED AVERAGE OF THE PRICE OF THE LAGARDERE SCA SHARE PRICE QUOT ED FOR THE THREE TRADING SESSIONS PRECEDING THE DAY OF THE FIXING OF THE PRICE , MINUS A MAXIMUM DISCOUNT OF 5% IF NECESSARY, IN THE CASE OF THE ISSUE OF SEC URITIES THAT GIVE IMMEDIATE OR FUTURE ACCESS TO THE COMPANY S SHARES. THE ISSU E PRICE OF THESE SHARES WILL BE CALCULATED IN SUCH A WAY THAT THE SUM RECEIVED IMMEDIATELY BY THE COMPANY DURING THE ISSUE, PLUS, ANY SUM THAT IT MAY SUBSEQ UENTLY RECEIVE, BE AT LEAST EQUAL, FOR EACH SHARE ISSUED FOR THE ISSUE UNDER C ONSIDERATION, TO THE MINIMUM PRICE DEFINED BY THE LEGAL PROVISIONS AND MENTION ED ABOVE. PURSUANT TO THE ABOVE-MENTIONED LEGAL PROVISIONS, THE MANAGING PARTN ERS WILL HAVE ALL THE POWERS REQUIRED TO DETERMINE THE TERMS AND CONDITIONS OF ISSUE, ASCERTAIN THE RESULTING INCREASES IN CAPITAL AND AMEND THE ARTICLES OF ASSOCIATION ACCORDINGLY. THIS DELEGATION OF AUTHORITY IS VALID FOR A PERIOD O F TWENTY-SIX MONTHS BEGINNING FROM THIS MEETING. E.12 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS, THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STATUTO RY AUDITORS, AUTHORISES THE MANAGING PARTNERS, IN ACCORDANCE WITH THE PROVISIO NS OF ARTICLE L. 225-135-1 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE ), SHOULD IT OBSERVE AN EXCESS DEMAND DURING THE ISSUE OF SECURITIES DECIDED U PON BY VIRTUE OF THE DELEGATIONS MENTIONED IN THE FOREGOING RESOLUTIONS, TO IN CREASE WITHIN THIRTY DAYS AFTER THE END OF THE SUBSCRIPTION, THE NUMBER OF SEC URITIES TO ISSUE WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE AND WITHIN THE L IMIT OF THE TOTAL CEILING OF THREE HUNDRED MILLION (300,000,000) EUROS SPECIFI ED IN SAID RESOLUTIONS, THE ISSUE PRICE OF THE SECURITIES CONSIDERED REMAINING UNCHANGED. E.13 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STAT UTORY AUDITORS: 1. AUTHORISES THE MANAGING PARTNERS, PURSUANT TO THE PROVISION S OF ARTICLES L. 225-129-2 AND L. 228-92 OF THE CODE DE COMMERCE (THE FRENCH C OMMERCIAL CODE), TO INCREASE THE COMPANY S CAPITAL IN ONE OR MORE ISSUES, OF A MAXIMUM NOMINAL VALUE OF THREE HUNDRED MILLION (300,000,000) EUROS, BY THE IS SUE OF SHARES OR SECURITIES GIVING ACCESS OR THAT MAY GIVE ACCESS TO THE CAPIT AL OF THE COMPANY, IN CONSIDERATION FOR SECURITIES CONTRIBUTED TO AN EXCHANGE OFFER OR A MIXED OFFER ON THE SECURITIES OF ANOTHER COMPANY THE SHARES OF WHIC H ARE LISTED FOR TRADING ON A STOCK EXCHANGE OF A STATE THAT IS A PARTY TO THE AGREEMENT ON THE EUROPEAN ECONOMIC AREA OR MEMBER OF THE ORGANISATION OF ECON OMIC COOPERATION AND DEVELOPMENT; 2. AUTHORISES THE MANAGING PARTNERS, PURSUAN T TO THE PROVISIONS OF ARTICLES L.225-129.2, L.228-92 AND L. 225-147 OF THE CO MMERCIAL CODE, TO INCREASE THE COMPANY S CAPITAL IN ONE OR MORE ISSUES, OF A M AXIMUM NOMINAL VALUE OF EIGHTY-FIVE MILLION (85,000,000) EUROS, BY THE ISSUE O F SHARES OR SECURITIES GIVING ACCESS OR THAT MAY GIVE ACCESS TO THE CAPITAL OF THE COMPANY IN CONSIDERATION FOR A CONTRIBUTION IN KIND OF STOCK SECURITIES O R SECURITIES THAT GIVE ACCESS TO THE CAPITAL OF ANOTHER COMPANY, GIVEN THAT TH E PROVISIONS OF THE ABOVE-MENTIONED ARTICLE L. 225-148 ARE NOT APPLICABLE; 3. RESOLVES TO REVOKE THE PRE-EMPTIVE RIGHTS OF SHAREHOLDERS TO THE ABOVE-MENTION ED SECURITIES; 4. ALSO RESOLVES THAT THE NOMINAL AMOUNT OF DEBT SECURITIES ISS UED IN APPLICATION OF THIS AUTHORISATION MAY NOT EXCEED TWO BILLION AND FIVE M ILLION (2,500,000,000) EUROS OR THE EQUIVALENT VALUE OF THIS AMOUNT IN THE EVE NT OF THE ISSUE IN FOREIGN CURRENCY OR IN UNITS OF ACCOUNT THAT ARE FIXED IN R EFERENCE TO SEVERAL CURRENCIES. AS ESTABLISHED BY THE ABOVE-MENTIONED LEGAL PR OVISIONS, THE MANAGING PARTNERS WILL HAVE THE AUTHORITY REQUIRED TO SET THE TE RMS AND CONDITIONS OF THE ISSUES, TO ASCERTAIN THE EFFECTIVITY OF THE RESULTIN G CAPITAL INCREASES, IF ANY, AND TO PROCEED WITH THE CORRELATIVE MODIFICATION OF THE ARTICLES OF ASSOCIATION. THIS DELEGATION IS VALID FOR A PERIOD OF TWENT Y-SIX MONTHS BEGINNING FROM THIS MEETING. O.14 THE GENERAL MEETING, RULING WITH THE QUORUM AND Management MAJORITY NEEDED FOR ORDINARY M EETINGS, AFTER BEING NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS AND THE SUPERVISORY BOARD AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-129- 2, L.228-92 AND L.225-130 OF THE COMMERCIAL CODE: AUTHORISES THE MANAGING PART NERS TO INCREASE, IN ONE OR SEVERAL ISSUES, THE SHARE CAPITAL WITHIN A LIMIT O F A MAXIMUM NOMINAL AMOUNT OF THREE HUNDRED MILLION (300,000,000) EUROS, AN AU TONOMOUS AMOUNT WITH RESPECT TO THE CEILING ESTABLISHED BY THE EIGHTEENTH RESO LUTION, BY THE INCORPORATION OF RESERVES, PROFITS AND/OR PREMIUMS, THROUGH THE CREATION AND FREE ALLOTMENT OF EQUITY SECURITIES OR BY INCREASING THE NOMINAL VALUES OF THE EXISTING SHARES OR BY THE COMBINED USE OF THE TWO PROCEDURES; R ESOLVES THAT FRACTIONAL SHARES WILL BE NEITHER NEGOTIABLE NOR TRANSFERABLE, AN D THAT THE CORRESPONDING EQUITY SECURITIES WILL BE SOLD. THE SUMS FROM THE SAL E WILL BE ALLOCATED TO RIGHTS HOLDERS NO LATER THAN THIRTY DAYS AFTER THE DATE ON WHICH THE WHOLE NUMBER OF GRANTED SHARES IS REGISTERED ON THEIR ACCOUNT. P URSUANT TO THE ABOVE-MENTIONED LEGAL PROVISIONS, THE MANAGING PARTNERS WILL HA VE ALL THE POWERS REQUIRED TO DETERMINE THE TERMS AND CONDITIONS OF THE OPERAT IONS, ASCERTAIN THE RESULTING INCREASES IN CAPITAL AND AMEND THE ARTICLES OF A SSOCIATION ACCORDINGLY. THIS DELEGATION OF AUTHORITY IS VALID FOR A PERIOD OF TWENTY-SIX MONTHS BEGINNING FROM THIS MEETING. E.15 THE EXTRAORDINARY GENERAL MEETING AFTER BEING Management NOTIFIED OF THE REPORTS OF THE M ANAGING PARTNERS AND THE SUPERVISORY BOARD AND THE SPECIAL REPORT OF THE STATU TORY AUDITORS AND IN ACCORDANCE WITH THE PROVISIONS OF ARTICLES L.225-129-2, L .225-138 AND L.225-138-1 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE) AND ARTICLES L.443-1 ET SEQ. OF THE LABOUR CODE: AUTHORISES THE MANAGING PARTN ERS TO INCREASE THE SHARE CAPITAL, IN ONE OR SEVERAL ISSUES, IN THE PROPORTION AND AT PERIODS IT DEEMS FIT, BY ISSUING, IN FRANCE AND ABROAD, THE COMPANY S COMMON SHARES WITHIN THE LIMIT OF A MAXIMUM NOMINAL VALUE OF THIRTY MILLION (3 0,000,000) EUROS; RESOLVES TO REVOKE THE PRE-EMPTIVE RIGHT OF HOLDERS OF THE S HARES TO BE ISSUED IN FAVOUR OF THE COMPANY S EMPLOYEES AND THOSE OF AFFILIATE D GROUPINGS WITHIN THE MEANING OF ARTICLE L. 225-180 OF THE COMMERCIAL CODE WH O CONTRIBUTE TO A CORPORATE SAVINGS PLAN AND/OR A VOLUNTARY EMPLOYEE PARTNERSH IP SAVINGS PLAN FOR RETIREMENT; RESOLVES THAT THE SUBSCRIPTION PRICE OF THE SH ARES TO ISSUE MAY NOT EXCEED THE AVERAGE OF THE PRICES QUOTED FOR THE TWENTY T RADING SESSIONS PRECEDING THE DAY OF THE DECISION OF THE MANAGING PARTNERS TO SET THE OPENING DATE OF SUBSCRIPTION, NOR BE LESS THAN 20% OF THIS AVERAGE OR 30% IF THE FREEZE PERIOD SPECIFIED BY THE PLAN IN ACCORDANCE WITH ARTICLE L. 4 43-6 OF THE LABOUR CODE WERE TO BE HIGHER THAN OR EQUAL TO TEN YEARS. THE MANA GING PARTNERS MAY REDUCE THE AMOUNT OF THE DISCOUNT ON A CASE BY CASE BASIS, I N PARTICULAR FOR CERTAIN FOREIGN EMPLOYEES IN ORDER TO COMPLY WITH LEGAL AND R EGULATORY CONSTRAINTS, NOTABLY TAX, ACCOUNTING OR LABOUR CONSTRAINTS APPLICABL E IN THE COUNTRIES OF OPERATION OF THE COMPANIES OF THE LAGARDERE GROUP PARTIC IPATING IN THE CAPITAL INCREASE IN QUESTION; AUTHORISES THE MANAGING PARTNERS TO ALLOT BONUS LAGARDERE SCA SHARES OR OTHER SECURITIES GIVING ACCESS TO SHARE S THAT HAVE BEEN ISSUED OR ARE TO BE ISSUED, IN ACCORDANCE WITH THE PROVISIONS OF THE 4TH PARAGRAPH OF ARTICLE L.443-5 OF THE LABOUR CODE; THE GENERAL MEETI NG EMPOWERS THE MANAGING PARTNERS, WITHIN THE LIMITS SPECIFIED ABOVE, TO SET T HE TERMS AND CONDITIONS OF IMPLEMENTATION OF THE CAPITAL INCREASE OR INCREASES AND/OR ALLOTMENTS THAT WILL BE DECIDED BY VIRTUE OF THIS DELEGATION, IN PARTI CULAR, TO: DEFINE THE CRITERIA THAT COMPANIES WITHIN THE CONSOLIDATION SCOPE O F THE GROUP MUST MEET TO ENABLE THEIR EMPLOYEES TO BENEFIT FROM THE CAPITAL IN CREASES AUTHORISED ABOVE; SET THE CONDITIONS, IN PARTICULAR SENIORITY, TO BE M ET BY BENEFICIARIES OF THE SHARES THAT ARE ISSUED OR TO BE ISSUED, AND IN PART ICULAR, DECIDE WHETHER THE SHARES MAY BE SUBSCRIBED INDIVIDUALLY BY EMPLOYEES WHO CONTRIBUTE TO A GROUP OR COMPANY SAVINGS PLAN OR A VOLUNTARY EMPLOYEE PART NERSHIP SAVINGS PLAN OR THROUGH INVESTMENT FUNDS OF THE COMPANY OR OTHER STRUC TURES OR ENTITIES RECOGNISED BY THE APPLICABLE LEGAL OR REGULATORY PROVISIONS; SET THE TERMS AND CONDITIONS OF THE ISSUES AND ALLOTMENTS AND IN PARTICULAR, DEFINE THE NUMBER OF SHARES TO ISSUE OR ALLOT, THE ISSUE PRICE WITHIN THE LIMI TS DEFINED ABOVE AND THE OPENING AND CLOSING DATES OF SUBSCRIPTION; IN THE EVE NT OF THE ALLOTMENT OF SHARES OR SECURITIES GRANTING ACCESS TO THE COMPANY S C APITAL, CHOOSE, TO TOTALLY OR PARTIALLY REPLACE THE ALLOTMENT OF THESE SHARES AT THE MAXIMUM DISCOUNTS SPECIFIED ABOVE WITH THE DETERMINING OF THE ISSUE PRI CE, ALLOCATE THE EQUIVALENT OF THESE SECURITIES TO THE ADDITIONAL AMOUNT PAID BY THE COMPANY, OR COMBINE THE TWO POSSIBILITIES; ASCERTAIN THE REALISATION OF THE CAPITAL INCREASE OR INCREASES UP TO THE LIMIT OF THE AMOUNT OF SHARES THA T ARE ACTUALLY SUBSCRIBED OR ISSUED AND AMEND THE ARTICLES OF ASSOCIATION ACCO RDINGLY; IF NECESSARY, ALLOCATE THE EXPENSES CORRESPONDING TO THESE CAPITAL IN CREASES TO THE AMOUNT OF PREMIUMS THAT WILL BE ASSOCIATED WITH THEM AND DEDUCT FROM THIS AMOUNT THE SUMS REQUIRED TO BRING THE LEGAL RESERVE TO A TENTH OF T HE NEW CAPITAL RESULTING FROM THE CAPITAL INCREASE; AND GENERALLY TAKE ALL THE NECESSARY STEPS TO COMPLETE THE CAPITAL ISSUE OR ISSUES. THE DELEGATION OF AU THORITY THUS GRANTED TO THE MANAGING PARTNERS IS VALID FOR A PERIOD OF TWENTY- SIX MONTHS BEGINNING FROM THIS MEETING. E.16 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management READ THE REPORTS OF THE MANAGIN G PARTNERS AND THE SUPERVISORY BOARD AS WELL AS THE SPECIAL REPORT OF THE STAT UTORY AUDITORS, AND PURSUANT TO THE PROVISIONS OF ARTICLES L.129-2 AND L. 225- 197-1 ET SEQ. OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE): AUTHORISES THE MANAGING PARTNERS TO GRANT SCRIP ISSUES OF EXISTING OR FUTURE SHARES, ON ONE OR MORE OCCASIONS, TO ALL OR SOME EMPLOYEES OF THE COMPANY AND GROUPINGS A ND COMPANIES AFFILIATED WITH IT WITHIN THE MEANING OF ARTICLE L.225-197-2 OF S AID CODE; RESOLVES THAT THE TOTAL NUMBER OF SHARES ALLOTED UNDER THE SCRIP ISS UE MAY NOT EXCEED 1% OF THE NUMBER OF SHARES MAKING UP THE CURRENT SHARE CAPIT AL; RESOLVES THAT THE ALLOTMENT OF SHARES TO THE BENEFICIARIES WILL ONLY BECOM E FINAL AT THE END OF AN ACQUISITION PERIOD THAT MAY NOT BE LESS THAN TWO YEAR S; RESOLVES THAT THE SHARES ALLOTTED MUST BE KEPT FOR A PERIOD THAT MAY NOT BE LESS THAN TWO YEARS AS FROM THE DATE OF THEIR FINAL ALLOTMENT; ACKNOWLEDGES T HAT THIS AUTHORISATION ENTAILS THE WAIVING BY SHAREHOLDERS OF THEIR RIGHT TO R ESERVES, PROFITS AND PREMIUMS THAT MAY BE PLOUGHED BACK INTO THE CAPITAL AT TH E END OF THE ACQUISITION PERIOD IN THE EVENT OF THE ISSUE OF NEW SHARES ALLOTT ED FREE OF CHARGE UNDER THIS RESOLUTION; GRANTS THE MANAGING PARTNERS THE MOST EXTENSIVE POWERS, WITHIN THE LIMITS SPECIFIED ABOVE AND WITHIN THE LEGAL LIMI TS IN FORCE, TO: - DETERMINE THE IDENTITY OF BENEFICIARIES; - SET THE CONDITIO NS, AND IF NECESSARY, THE SHARE ALLOTMENT CRITERIA; - CARRY OUT DURING THE ACQ UISITION PERIOD, IF NECESSARY, ADJUSTMENTS TO THE NUMBER OF SHARES ALLOTTED IN THE EVENT OF OPERATIONS ON THE COMPANY S CAPITAL IN ORDER TO PRESERVE THE RIG HTS OF BENEFICIARIES; - CARRY OUT THE NECESSARY CAPITAL INCREASES BY CAPITALIS ATION OF RESERVES, PROFITS OR PREMIUMS; - AMEND THE COMPANY S ARTICLES OF ASSO CIATION ACCORDINGLY; - AND GENERALLY, TAKE ALL THE NECESSARY STEPS TO IMPLEMEN T THIS AUTHORISATION AND, IN PARTICULAR, CARRY OUT ALL REGISTRATION AND PUBLIC ITY ACTS AND FORMALITIES, ACKNOWLEDGE THE CAPITAL INCREASES AND AMEND THE ARTI CLES OF ASSOCIATION ACCORDINGLY. THE DELEGATION OF AUTHORITY THUS GRANTED TO T HE MANAGING PARTNERS IS VALID FOR A PERIOD OF THIRTY-EIGHT MONTHS AS FROM THIS MEETING. E.17 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management NOTIFIED OF THE REPORTS OF THE MANAGING PARTNERS AND THE SUPERVISORY BOARD, AND CONSEQUENT TO THE ADOPTION OF THE NINTH, TENTH, ELEVENTH, TWELFTH, THIRTEENTH, FIFTEENTH AND SIXTEENTH RESO LUTIONS, RESOLVES: TO FIX AT THREE HUNDRED MILLION (300,000,000) EUROS THE MAX IMUM NOMINAL AMOUNT OF THE IMMEDIATE AND/OR FUTURE CAPITAL INCREASES, THAT COU LD BE CARRIED OUT BY VIRTUE OF THE AUTHORISATIONS CONFERRED BY THE FOREGOING R ESOLUTIONS, WITH THE UNDERSTANDING THAT THIS NOMINAL AMOUNT MAY BE INCREASED B Y THE NOMINAL VALUE OF THE ADDITIONAL EQUITY SECURITIES TO BE ISSUED TO PRESER VE THE RIGHTS OF BEARERS OF SECURITIES ENTITLING THE HOLDERS TO SHARES, IN COM PLIANCE WITH THE LAW; AND TO SET THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES THAT CAN BE ISSUED IN APPLICATION OF THE AUTHORISATIONS GRANTED BY THE FOREGO ING RESOLUTIONS, AT TWO BILLION FIVE HUNDRED MILLION (2,500,000,000) EUROS OR THE EQUIVALENT VALUE OF THIS AMOUNT IN FOREIGN CURRENCY OR IN UNITS OF ACCOUNT THAT ARE FIXED IN REFERENCE TO SEVERAL CURRENCIES. E.18 THE EXTRAORDINARY GENERAL MEETING, AFTER BEING Management NOTIFIED OF THE REPORT OF THE M ANAGING PARTNERS AND THE AUDITORS SPECIAL REPORT, AUTHORISES THE MANAGING PAR TNERS TO REDUCE SHARE CAPITAL BY CANCELLING, ON ONE OR SEVERAL OCCASIONS, ALL OR PART OF THE COMPANY S SHARES ACQUIRED IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE L.225-209 OF THE CODE DE COMMERCE (THE FRENCH COMMERCIAL CODE), AND BY VIRTUE OF THE AUTHORISATIONS GRANTED BY THE COMPANY S ANNUAL GENERAL MEETINGS . THE GENERAL MEETING RESOLVES THAT SUCH A REDUCTION MAY NOT CONCERN MORE THAN 10% OF THE CURRENT SHARE CAPITAL FOR EACH 24-MONTH PERIOD. THE MANAGING PARTN ERS WILL CHARGE THE DIFFERENCE BETWEEN THE NET BOOK VALUE OF SHARES THAT HAVE BEEN CANCELLED IN THIS WAY AND THE NOMINAL AMOUNT OF THE CAPITAL REDUCTION TO THE PREMIUMS, RESERVES OR AVAILABLE PROFITS ACCORDING TO TERMS THAT THEY WILL DETERMINE. THE GENERAL MEETING CONSEQUENTLY GRANTS THE MANAGING PARTNERS FULL POWERS TO CARRY OUT SUCH A REDUCTION, TO SETTLE ANY OBJECTIONS, ASCERTAIN THE CAPITAL REDUCTIONS RESULTING FROM THE CANCELLATIONS AUTHORISED BY THIS RESOLUT ION, AMEND THE COMPANY S ARTICLES OF ASSOCIATION ACCORDINGLY, AND GENERALLY TA KE ALL NECESSARY STEPS REQUIRED FOR CARRYING OUT THE REDUCTION IN CAPITAL. THE DELEGATION THUS GRANTED TO THE MANAGING PARTNERS IS VALID FOR FOUR YEARS AS F ROM THIS MEETING. IT TERMINATES AND SUPERSEDES THE DELEGATION GRANTED ON 21 MA Y 2001. O.19 THE ORDINARY GENERAL MEETING HAS GRANTED THE Management NECESSARY POWERS TO THE BEARER OF AN ORIGINAL COPY, EXCERPT, OR A CERTIFIED TRUE COPY OF THE MINUTES OF THIS ME ETING TO CARRY OUT ALL THE LEGAL OR REGULATORY FORMALITIES WHEREVER NECESSARY. - ----------------------------------------------------------------------------------------------------------------------------- RANDSTAD HOLDING NV AGM Meeting Date: 05/10/2005 Issuer: N7291Y137 ISIN: NL0000379121 BLOCKING SEDOL: 5228658, 5360334 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING AND ANNOUNCEMENTS Management 2. APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR 2004 3.a APPROVE THE FINANCIAL STATEMENTS FOR 2004 Management 3.b APPROVE THE RESERVES AND DIVIDENDS POLICY Management 3.c APPROVE THE DIVIDEND DISTRIBUTION Management 4.a GRANT DISCHARGE TO THE MEMBERS OF THE EXECUTIVE Management BOARD FOR THEIR DUTIES IN 2004 4.b GRANT DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Management BOARD FOR THEIR DUTIES IN 20 04 5. RE-APPOINT MR. J.C.M. HOVERS AS A MEMBER OF THE Management SUPERVISORY BOARD 6. RE-APPOINT MR. A.H.J. RISSEEUW AS A DIRECTOR Management OF THE STICHTING ADMINISTRATIEKAN TOOR PREFERENTE AANDELEN RANDSTAD HOLDING 7. APPROVE THE CORPORATE GOVERNANCE Management 8.a APPROVE THE REMUNERATION POLICY OF THE EXECUTIVE Management BOARD 8.b APPROVE THE REMUNERATION OF THE EXECUTIVE BOARD Management IN THE SHARES AND SHARE OPTION S 9. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 10. AMEND THE ARTICLES OF ASSOCIATION Management 11. APPOINT THE EXTERNAL AUDITOR FOR THE FY 2005 Management 12. ANY OTHER BUSINESS AND ADJOURNMENT Other - ----------------------------------------------------------------------------------------------------------------------------- SACYR VALLEHERMOSO SA OGM Meeting Date: 05/10/2005 Issuer: E6038H118 ISIN: ES0182870214 SEDOL: 5504789, 5931194, B031RN1, B06MMX6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 11 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS AND OF THE COMPANY MANAGEMENT OF SACYR VALLEHERMOSO, S. A. AND ITS CONSOLIDATED GROUP; ALL OF THE FOREGOING WITH REFERENCE TO THE YE 31 DEC 2004 2. APPROVE, THE APPLICATION OF 2004 PROFITS; TO Management For INCREASE THE FUNDS IN THE VOLUNTA RY RESERVE ACCOUNT CHARGING THE FOLLOWING ACCUMULATED RETAIN EARNINGS ACCOUNTS ACCOUNT FOR MERGE DUE TO THE APPRECIATION, ACCORDING TO THE SPANISH ACT 76 19 80, LEY 76 1980; RESERVE, ACCORDING TO THE MINISTRY OF FINANCIAL MINISTERIAL O RDER DATED 25 JUN 1958 3. APPOINT THE DIRECTORS AND APPROVE TO SET THE Management For NUMBER OF DIRECTORS 4. AUTHORIZE THE COMPANY AND ITS SUBSIDIARY COMPANIES Management For TO ACQUIRE OWN SHARES UNDER THE ADDITIONAL PROVISION 1 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIE DADES ANONIMAS; RENDERING VOID THE AUTHORIZATION GRANTED BY THE GENERAL MEETIN G OF SHAREHOLDERS HELD ON 25 JUN 2004 5. APPROVE TO RAISE THE SHARE CAPITAL BY EUR 8, Management For 317, 291 THROUGH THE ISSUE OF 8, 317, 291 SHARES WITH A NOMINAL VALUE OF EUR 1 EACH, OF THE SAME CLASS AND SERI ES AS THE EXISTING SHARES, CHARGING THE RESERVE ACCOUNT FOR MERGE DUE TO APPRE CIATION AS PER THE ACT 76 1980; AMEND THE ARTICLE 5 OF THE COMPANY BYLAWS; AND AUTHORIZE THE BOARD OF DIRECTORS TO APPLY FOR QUOTATION IN MADRID, BARCELONA, BILBAO AND VALENCIA STOCK EXCHANGES AND FOR TRADING THROUGH THE EECTRONIC STO CKMARKET AND EURONEXT LISBON 6. AUTHORIZE THE BOARD OF DIRECTORS TO CONSTRUE, Management For RECTIFY, COMPLEMENT, EXECUTE AND DEVELOP THE RESOLUTIONS ADOPTED BY THE GENERAL MEETING AS WELL AS TO DEPUTY T HE POWERS GRANTED TO IT BY THE MEETING AND GRANT AUTHORITY FOR THE PUBLIC RECO RDING OF THE RESOLUTIONS - ----------------------------------------------------------------------------------------------------------------------------- THOMSON OGM Meeting Date: 05/10/2005 Issuer: F91823108 ISIN: FR0000184533 BLOCKING SEDOL: 5802375, 5988930, 5994012, 7165537, B030QW0, B03XP44 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU Non-Voting * PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 10 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: * APPROVE THE BOARD OF DIRECTORS REPORT AND THE Non-Voting STATUTORY AUDITORS REPORT ON TH E FYE 31 DEC 2004 AND THE SPECIAL REPORTS OF THE STATUTORY AUDITORS * APPROVE THE REPORT OF THE CHAIRMAN OF THE BOARD Non-Voting OF DIRECTORS ON THE PREPARATIO N AND ORGANIZATION OF THE BOARD S WORKS AND ON INTERNAL AUDIT PROCEDURES, AND THE STATUTORY AUDITORS REPORT RELATING TO THE REPORT OF THE CHAIRMAN OF THE B OARD OF DIRECTORS O.1 APPROVE THE PARENT-COMPANY S STATUTORY FINANCIAL Management STATEMENTS FOR THE FYE 31 DEC 2004 O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE FYE 31 DEC 2004 O.3 APPROVE THE ALLOCATION OF INCOME FOR THE FYE Management 31 DEC 2004 O.4 APPROVE THE AGREEMENTS REFERRED TO IN ARTICLE Management L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHRISTIAN Management BLANC AS A DIRECTOR O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MARCEL Management ROULET AS A DIRECTOR O.7 AUTHORIZE THE BOARD OF DIRECTORS TO ALLOW THE Management COMPANY PURCHASE ITS OWN SHARES O.8 APPROVE THE END OF THE DELEGATION GRANTED BY Management THE 1ST RESOLUTION OF THE ORDINAR Y SHAREHOLDERS MEETING OF 15 SEP 2000 TO ISSUE BONDS O.9 GRANT POWERS TO CARRY OUT ALL FORMALITIES Management E.1 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management CAPITAL THROUGH THE CANCELLATIO N OF THE SHARES ACQUIRED UNDER ARTICLE L. 225-209 OF THE FRENCH COMMERCIAL COD E E.2 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO APPROVE A CAPITAL INCREASE , THROUGH THE ISSUANCE - WITH PREFERRED SUBSCRIPTION RIGHTS - OF SHARES AND/OR ISSUANCE OF SECURITIES WHICH HAVE ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SECURITIES GIVING AN ENTITLEMENT TO DEBT SECURITIES E.3 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO APPROVE A CAPITAL INCREASE , THROUGH THE ISSUANCE - WITHOUT PREFERRED SUBSCRIPTION RIGHTS - OF SHARES AND /OR ISSUANCE OF SECURITIES WHICH HAVE ACCESS TO THE CAPITAL OF THE COMPANY AND /OR SECURITIES GIVING AN ENTITLEMENT TO DEBT SECURITIES E.4 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO APPROVE A CAPITAL INCREASE BY CAPITALIZING PREMIUMS, RESERVES, PROFITS OR OTHERWISE E.5 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO INCREASE THE NUMBER OF SEC URITIES TO BE ISSUED IN CASE OF A CAPITAL INCREASE WITH OR WITHOUT PREFERRED S UBSCRIPTION RIGHTS E.6 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO INCREASE THE CAPITAL IN FA VOR OF MEMBERS OF COMPANY SAVINGS PLANS WITHOUT PREFERRED SUBSCRIPTION RIGHTS IN FAVOR OF THE LATTER E.7 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO GRANT STOCK OPTIONS TO SUB SCRIBE OR TO PURCHASE SHARES TO STAFF OR CORPORATE OFFICERS OF THE COMPANY OR COMPANIES RELATED TO IT THROUGH DIRECT OR INDIRECT INTERESTS E.8 AUTHORIZE THE BOARD OF DIRECTORS OF ITS CAPACITY Management TO GRANT, FOR FREE, EXISTING OR FUTURE SHARES IN FAVOR OF ALL OR A PORTION OF THE GROUP S EMPLOYEES OR CORP ORATE OFFICERS - ----------------------------------------------------------------------------------------------------------------------------- UNILEVER NV OGM Meeting Date: 05/10/2005 Issuer: N8981F156 ISIN: NL0000009348 BLOCKING SEDOL: 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE CUT-OFF DATE SET TO 27 APR 2005 AND ONE DAY FOLLOWING THE RE GISTRATION DATE SET TO 03 MAY 2005. VOTE INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION DATE. SHARES CAN BE TRADED THE REAFTER. THANK YOU 1. CONSIDERATION OF THE ANNUAL REPORT FOR THE 2004 Non-Voting FINANCIAL YEAR SUBMITTED BY TH E BOARD OF DIRECTORS AND THE REPORT OF THE REMUNERATION COMMITTEE. 2. ADOPTION OF THE ANNUAL ACCOUNTS AND APPROPRIATION Management OF THE PROFIT FOR THE 2004 F INANCIAL YEAR. 3. DISCHARGE OF THE EXECUTIVE DIRECTORS. Management 4. DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. Management 5. CORPORATE GOVERNANCE AND ALTERATIONS TO THE ARTICLES Management OF ASSOCIATION. 6.A APPOINTMENT OF EXECUTIVE DIRECTORS - PJ CESCAU Management 6.B APPOINTMENT OF EXECUTIVE DIRECTORS - CJ VAN DER Management GRAAF 6.C APPOINTMENT OF EXECUTIVE DIRECTORS - RHP MARKHAM Management 6.D APPOINTMENT OF EXECUTIVE DIRECTORS - RD KUGLER Management 7.A APPOINTMENT OF NON-EXECUTIVE DIRECTORS - A BURGMANS Management 7.B APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management RT HON THE LORD BRITTAN OF SPENNI THORNE QC DL 7.C APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management RT HON THE BARONESS CHALKER OF WA LLASEY 7.D APPOINTMENT OF NON-EXECUTIVE DIRECTORS - B COLLOMB Management 7.E APPOINTMENT OF NON-EXECUTIVE DIRECTORS - PROFESSOR Management W DIK 7.F APPOINTMENT OF NON-EXECUTIVE DIRECTORS - O FANJUL Management 7.G APPOINTMENT OF NON-EXECUTIVE DIRECTORS - H KOPPER Management 7.H APPOINTMENT OF NON-EXECUTIVE DIRECTORS - THE Management LORD SIMON OF HIGHBURY CBE 7.I APPOINTMENT OF NON-EXECUTIVE DIRECTORS - J VAN Management DER VEER 8. REMUNERATION OF DIRECTORS. Management 9. NLG 0.10 CUMULATIVE PREFERENCE SHARES; REDUCTION Management OF THE ISSUED CAPITAL BY CANC ELLATION, IN ACCORDANCE WITH ARTICLES 99 AND 100 OF THE NETHERLANDS CIVIL CODE , OF THE NLG 0.10 CUMULATIVE PREFERENCE SHARES. 10. APPOINTMENT OF AUDITORS CHARGED WITH THE AUDITING Management OF THE ANNUAL ACCOUNTS FOR T HE 2005 FINANCIAL YEAR. 11. DESIGNATION, IN ACCORDANCE WITH ARTICLES 96 AND Management 96A OF BOOK 2 OF THE NETHERLAN DS CIVIL CODE, OF THE BOARD OF DIRECTORS AS THE COMPANY BODY AUTHORIZED IN RES PECT OF THE ISSUE OF SHARES IN THE COMPANY. 12. AUTHORIZATION, IN ACCORDANCE WITH ARTICLE 98 Management OF BOOK 2 OF THE NETHERLANDS CIVI L CODE, OF THE BOARD OF DIRECTORS TO PURCHASE SHARES IN THE COMPANY AND DEPOSI TARY RECEIPTS THEREFORE. 13. QUESTIONS. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- UNILEVER NV OTH Meeting Date: 05/10/2005 Issuer: N8981F156 ISIN: NL0000009348 BLOCKING SEDOL: 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 03 MAY 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE DESIGNATION OF THE NEWLY ESTABLISHED Management FOUNDATION STICHTING ADMINIS TRATIEKANTOOR UNILEVER N.V. AS ANOTHER TRUST OFFICE WITHIN THE MEANING OF ART ICLE 18 PARAGRAPH 1 OF THE APPLICABLE CONDITIONS OF ADMINISTRATION DATED 06 MA Y 1999 3. ANY OTHER BUSINESS Non-Voting 4. CLOSURE Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- CATHAY PACIFIC AIRWAYS LTD AGM Meeting Date: 05/11/2005 Issuer: Y11757104 ISIN: HK0293001514 SEDOL: 5290334, 6179755, 6179777 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For ACCOUNTS FOR THE YE 31 DEC 2004 2.1 RE-ELECT MR. MARTIN CUBBON AS A DIRECTOR Management For 2.2 RE-ELECT MR. JAMES HUGHES-HALLETT AS A DIRECTOR Management For 2.3 RE-ELECT MR. RAYMOND YUEN AS A DIRECTOR Management Against 3. RE-APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 4. AUTHORIZE THE DIRECTORS EXERCISING DURING THE Management For RELEVANT PERIOD ALL THE POWERS O F THE COMPANY TO MAKE ON-MARKET SHARE REPURCHASES WITHIN THE MEANING OF THE C ODE ON SHARE REPURCHASES ; THE AGGREGATE NOMINAL AMOUNT OF THE COMPANY S SHARE S WHICH MAY BE REPURCHASED PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT EXC EED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY TAW TO BE HELD ; THE REFERENCES TO SHARES IN CLUDE SECURITIES WHICH CARRY A RIGHT TO SUBSCRIBE FOR OR PURCHASE SHARES 5. AUTHORIZE THE DIRECTORS, DURING OR AFTER THE Management Against RELEVANT PERIOD, TO EXERSISE ALL THE POWERS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WILL OR MIGHT REQUIRE TH E EXERCISE OF SUCH POWERS; THE AGGREGATE NOMINAL AMOUNT OF SHARES ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED WHETHER PURSUANT TO AN OPTION OR OTHERWISE BY THE DIRECTORS PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE OR II) ANY SCRIP DIVIDEND OR SIM ILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON SHARES, SHALL NOT EXCEED THE AGGREGATE OF: AA) 20% OF T HE AGGREGATE NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION PLUS; BB) IF THE DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINA RY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY THE NOMINAL AMOUNT OF ANY SH ARES REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE S IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION PROVIDED THAT THE AGGREGATE NOMINAL AMOUNT OF THE SHARES SO ALLOTTED OR SO AGREED CONDITIONALLY OR UNCON DITIONALLY TO BE ALLOTTED PURSUANT TO THIS RESOLUTION WHOLLY FOR CASH SHALL N OT EXCEED 5% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES IN ISSUE AT THE DAT E OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH T HE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 6. AUTHORIZE THE DIRECTORS TO EXERCISE THE POWERS Management For OF THE COMPANY REFERRED IN RESO LUTION 5 IN THE NOTICE CONVENING THIS MEETING IN RESPECT OF THE SHARES REFERRE D TO IN SUB-PARAGRAPH (BB) OF SUCH RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- DEXIA SA, BRUXELLES AGM Meeting Date: 05/11/2005 Issuer: B3357R218 ISIN: BE0003796134 BLOCKING SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU. Non-Voting A.1 APPROVE THE ANNOUNCEMENTS OF THE MANAGING AND Non-Voting SUPERVISORY BOARD FOR THE FY 200 4, CONSOLIDATED ANNUAL REPORT, REPORT OF THE CHAIRMAN OF THE MANAGING BOARD A.2 APPROVE THE CORPORATE GOVERNANCE Non-Voting A.3.A ADOPT THE ANNUAL REPORT 2004 Non-Voting A.3.B APPROVE THE DESIGNATION OF THE PROFIT Non-Voting A.3.C GRANT DISCHARGE TO THE MANAGING BOARD Non-Voting A.3.D GRANT DISCHARGE TO THE SUPERVISORY BOARD Non-Voting A.3.E APPOINT MR. ELIO DI RUPI IN THE MANAGING BOARD Management A.3.F APPOINT MR. FRANCIS VERMEIREN IN THE MANAGING Management BOARD A.3.G APPROVE THE REPLACEMENT OF THEIRRY BRETON Management A.3.H APPOINT THE INDEPENDENT MANAGERS Management A.3.I APPOINT THE EXTERNAL AUDITOR Non-Voting A.3.J APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Non-Voting A.3.K APPROVE THE STOCK OPTION PLAN FINANCIAL SECURITY Non-Voting ASSURANCE E.1 APPROVE TO PURCHASE OWN SHARES Management E.2 APPROVE TO CANCEL OWN SHARES Management E.3 APPROVE TO ISSUE SUBSCRIPTION RIGHTS FOR THE Management STOCK OPTION PLAN 2005 E.4 APPROVE TO ISSUE AUTHORIZATION TO THE MANAGING Management BOARD - ----------------------------------------------------------------------------------------------------------------------------- DEXIA SA, BRUXELLES EGM Meeting Date: 05/11/2005 Issuer: B3357R218 ISIN: BE0003796134 BLOCKING SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. 1. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management THE CONDITIONS IMPOSED BY LAW AND OVER A NEW PERIOD WHICH SHALL EXPIRE 18 MONTHS AFTER THE DATE OF THIS ORDINAR Y MEETING: I) TO ACQUIRE ON THE STOCK MARKET OR BY ANY OTHER MEANS, AS MANY OF THE COMPANY S OWN SHARES AS THE LAW PERMITS AT AN EXCHANGE VALUE ESTABLISHED IN ACCORDANCE WITH ANY LAW OR REGULATION IN FORCE AT THE TIME OF REPURCHASE AN D WHICH MAY NOT BE LESS THAN ONE EURO PER SHARE NOR MORE THAN 10% ABOVE THE LA ST CLOSING PRICE ON EURONEXT BRUSSELS; AND II) INSOFAR AS IS NECESSARY, TO DIS POSE OF THE COMPANY S OWN SHARES, WHERE APPROPRIATE AFT ER EXPIRY OF THE MAXIMUM PERIOD OF 18 MONTHS PROVIDED FOR THEIR ACQUISITION; A ND AUTHORIZE THE COMPANY S DIRECT SUBSIDIARIES WITHIN THE MEANING OF ARTICLE 6 27(1) OF THE COMPANY CODE TO ACQUIRE OR DISPOSE OF SHARES IN THE COMPANY UNDER THE SAME CONDITIONS; AND GRANT FULL POWERS TO THE BOARD OF DIRECTORS, WHICH M AY IN ITS TURN DELEGATE THOSE POWERS I) INSOFAR AS NECESSARY TO DETERMINE THE TERMS AND CONDITIONS OF RESALE OR DISPOSAL OF THE OWN SHARES AND II) INSOFAR A S NECESSARY TO IMPLEMENT THE DISPOSAL OF THE SAID OWN SHARES; SUCH AUTHORIZATI ONS AND DELEGATIONS SHALL ENTER INTO FORCE ON THE SIXTH WORKING DAY AFTER THE DATE OF THIS ORDINARY MEETING; ON THAT SAME DATE, THE TEMPORARY AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS AND TO THE DIRECT SUBSIDIARIES REFERRED TO ABOVE ON THE 12 MAY 2004 SHALL END 2. APPROVE: A) TO CANCEL AND DESTROY, WITHOUT REDUCTION Management OF CAPITAL, ALL THE OWN S HARES HELD BY THE COMPANY ON 06 MAY 2005, OR 5 DAYS PRIOR TO THE MEETING, INCL UDING THE SHARES WHICH, AS THE CASE MAY BE, IT MIGHT HAVE ACQUIRED BETWEEN THE DATE OF CONVOCATION OF THE PRESENT MEETING AND 06 MAY 2005; THE NUMBER OF SHA RES THE CANCELLATION AND DESTRUCTION OF WHICH SHALL BE SUBJECT TO A VOTE OF SH AREHOLDERS SHALL BE COMMUNICATED DURING THAT MEETING; B) TO CHARGE THE NET BOO K VALUE OF THOSE SHARES AGAINST THE UNAVAILABLE RESERVE CONSTITUTED IN ACCORDA NCE WITH ARTICLE 623 OF THE COMPANY CODE AND TO REDUCE THE AMOUNT OF THAT UNAV AILABLE RESERVE ACCORDINGLY; C) AS A CONSEQUENCE TO AMEND THE FIRST PARAGRAPH OF ARTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHICH SHALL INDICATE TH E NUMBER OF SHARES REPRESENTING THE CAPITAL AS A RESULT OF THAT CANCELLATION; AND D) TO CONFER FULL POWERS ON THE BOARD OF DIRECTORS OR THE CHIEF EXECUTIVE OFFICER ACTING ON HIS OWN, WITH ENTITLEMENT TO DELEGATE, TO TAKE ALL STEPS AND TO CARRY OUT ALL ACTS NECESSARY FOR THE IMPLEMENTATION OF THIS RESOLUTION TO CANCEL THE OWN SHARES AND IN PARTICULAR TO PROCEED WITH THE DESTRUCTION OF THE SECURITIES IN QUESTION 3. APPROVE THE COMMUNICATION I) OF THE SPECIAL REPORT Management FROM THE BOARD OF DIRECTORS DRAWN UP IN ACCORDANCE WITH ARTICLES 583(1), 596 AND 598 OF THE COMPANY CODE RELATING TO THE ISSUE OF A MAXIMUM NUMBER OF ONE MILLION (1,000,000) SUBSCRIPT ION RIGHTS HEREINAFTER CALLED WARRANTS IN FAVOR OF EMPLOYEES OF THE NETWOR K OF INDEPENDENT BRANCHES OF THE DEXIA GROUP IN BELGIUM AND, AS THE CASE MAY B E, EMPLOYEES OF CERTAIN FOREIGN ENTITIES OF THE DEXIA GROUP WITHIN THE CONTEXT OF THE 2005 EMPLOYEE SHAREHOLDING PLAN, AND THE CANCELLATION OF THE PREFERENT IAL SUBSCRIPTION RIGHT OF EXISTING SHAREHOLDERS ON THE OCCASION OF THAT ISSUE OF WARRANTS AND II) THE SPECIAL REPORT FROM THE BOARD OF AUDITORS DRAWN UP IN ACCORDANCE WITH ARTICLE 596 OF THE COMPANY CODE RELATING TO THE CANCELLATION O F THE PREFERENTIAL SUBSCRIPTION RIGHT OF EXISTING SHAREHOLDERS OF THE COMPANY. RESOLUTION, SUBJECT TO THE TWO CONDITIONS ABSOLUTE A) OF A DECISION BY THE BO ARD OF DIRECTORS TO PROCEED WITH THE EFFECTIVE ISSUE OF WARRANTS, AND B) OF TH E EFFECTIVE ALLOCATION THEREOF BY THE BOARD OF DIRECTORS OR ITS AUTHORIZED REP RESENTATIVE(S), TO ISSUE A MAXIMUM NUMBER OF ONE MILLION (1,000,000) WARRANTS, EACH CONFERRING AN ENTITLEMENT TO SUBSCRIBE TO ONE SHARE IN THE COMPANY; THAT ISSUE SHALL BE EFFECTED, WITHIN THE CONTEXT OF THE TWO THOUSAND AND FIVE EMPL OYEE SHAREHOLDING PLAN, IN PARTICULAR IN FAVOR OF THE MEMBERS OF STAFF OF THE GROUP S SELF EMPLOYED BRANCH NETWORKS, INCLUDING THAT OF DEXIA BANK BELGIUM SA , THE SELF-EMPLOYED MEMBERS OF THE DEXIA GROUP STAFF AND, WHERE APPLICABLE, TH E EMPLOYEES OF CERTAIN FOREIGN SUBSIDIARIES; WARRANTS SHALL BE EXERCISABLE EIT HER IMMEDIATELY OR ON ONE OR MORE SPECIFIC DATES DETERMINED BY THE BOARD OF DI RECTORS OR ITS AUTHORIZED REPRESENTATIVE(S), AT A STRIKE PRICE WHICH, PER WARR ANT, SHALL BE EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE SHARE ON EURON EXT BRUSSELS OVER A PERIOD OF 30 DAYS PRECEDING THE DAY ON WHICH THE ISSUE EFF ECTIVELY COMMENCES; APPROVE TO INCREASE THE CAPITAL SUBJECT TO THE TWO CONDITI ONS ABSOLUTE (A) OF THE EFFECTIVE ISSUE OF THE WARRANTS AND (B) THEIR EXERCISE , BY AN AMOUNT EQUAL TO THE PROCEEDS FROM THE NUMBER OF SHARES ISSUED FOLLOWIN G THE EXERCISE OF THE WARRANTS AT THE PAR VALUE OF THE ORDINARY SHARES IN EXIS TENCE IN THE COMPANY AT THE TIME OF THE INCREASE OF CAPITAL, BY ISSUING A NUMB ER OF ORDINARY SHARES IN THE COMPANY COMBINED WITH VVPR STRIPS DETERMINED AS D ESCRIBED ABOVE; THE SHARES THUS CREATED SHALL ENJOY THE SAME RIGHTS AS THE EXI STING SHARES AND SHALL QUALIFY FOR THE DIVIDEND RELATING TO THE ACCOUNTING YEA R DURING WHICH THEY ARE ISSUED; ANY DIFFERENCE BETWEEN THE SUM ACCOUNTED FOR B Y THE STRIKE PRICE AT WHICH THE WARRANTS ARE EXERCISED AND THE AMOUNT OF THE C APITAL INCREASE SHALL BE ALLOCATED AS AN ISSUE PREMIUM TO AN UNAVAILABLE ISSU E PREMIUM RESERVE ACCOUNT 4. APPROVE TO CONFER ON MEMBERS OF THE BOARD OF Management DIRECTORS OR OF THE MANAGEMENT BO ARD ACTING IN PAIRS OR THE CHIEF EXECUTIVE OFFICER ACTING ON HIS OWN, WITH POW ER OF SUBSTITUTION, ALL POWERS TO IMPLEMENT THE RESOLUTIONS TO BE PASSED ON TH E FOREGOING ITEMS ON THE AGENDA AND IN PARTICULAR ALL THE CHANGES OR ADJUSTMEN TS TO THE TERMS OF ISSUE OF WARRANTS WITHOUT, HOWEVER, THE POWER TO ALTER THE FUNDAMENTAL ECONOMIC CHARACTERISTICS OF THE ISSUE AS DESCRIBED IN THE REPORT FROM THE BOARD, OR IN PARTICULAR TO ALTER THE METHOD OF DETERMINING THE SUBSCR IPTION PRICE , TO HAVE THE EXERCISE OF WARRANTS, THE INCREASE IN CAPITAL AND T HE ISSUE OF SHARES RESULTING THERE FROM PROPERLY AUTHENTICATED, TO AMEND THE A RTICLES OF ASSOCIATION TO TAKE ACCOUNT OF THE NEW AMOUNT OF CAPITAL AND THE NE W NUMBER OF SHARES, TO ALLOCATE THE ISSUE PREMIUM TO THE UNAVAILABLE ACCOUNT, AND TO ISSUE THE UPDATED VERSION OF THE ARTICLES OF ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- DEXIA SA, BRUXELLES OGM Meeting Date: 05/11/2005 Issuer: B3357R218 ISIN: BE0003796134 BLOCKING SEDOL: 7147610, 7147621, 7147643, 7166091, B02PQN7, B032886, B043G51 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 220685 DUE TO CHANGE IN TH E AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * APPROVE THE MANAGEMENT REPORT FROM THE BOARD Non-Voting OF DIRECTORS, REPORTS FROM THE BO ARD OF AUDITORS FOR THE FY 2004, THE ANNUAL CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE WORK OF THE BOARD AND THE INTERNAL AUDIT * APPROVE THE CORPORATE GOVERNANCE Non-Voting 1. APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management 2004 FY 2. APPROVE THE PROFIT FOR THE 2004 FY AMOUNTS TO Management EUR 1,064.2 MILLION; THE PROFIT CARRIED FORWARD FROM THE PREVIOUS YEAR STANDS AT EUR 631.9 MILLION, MAKING A T OTAL PROFIT FOR APPROPRIATION OF EUR 1,696.1 MILLION; APPROVE TO APPROPRIATE T HE PROFIT THUS: TO THE LEGAL RESERVE UP TO EUR 3.9 MILLION; TO THE AVAILABLE R ESERVE EUR 750.0 MILLION; TO THE PAYMENT OF A GROSS DIVIDEND OF EUR 0.62 PER S HARE, WITH THE EXCEPTION OF OWN SHARES WHICH THE COMPANY ITSELF HOLDS ON 06 MA Y 2005, ON WHICH THE DIVIDEND RIGHTS ARE CANCELLED BY THE ORDINARY MEETING IN ACCORDANCE WITH ARTICLE 622 OF THE COMPANY CODE; WITH THE BALANCE TO BE TRANSF ERRED TO THE PROFIT CARRIED FORWARD 3. GRANT FULL DISCHARGE TO THE DIRECTORS Management 4. GRANT FULL DISCHARGE TO THE AUDITORS Management 5. APPROVE TO PROCEED WITH THE APPOINTMENT FOR A Management NEW MANDATE OF DIRECTOR OF 4 YEA RS EXPIRING AT THE END OF THE ORDINARY SHAREHOLDERS MEETING OF 2009 OF MR. ELI O DI RUPO, APPOINTED PROVISIONALLY BY THE BOARD OF DIRECTORS ON 16 NOV 2004, R EPLACING MR. DIDIER DONFUT, HAVING RESIGNED 6. APPROVE TO PROCEED WITH THE APPOINTMENT FOR A Management NEW MANDATE OF DIRECTOR OF 4 YEA RS EXPIRING AT THE END OF THE ORDINARY SHAREHOLDERS MEETING OF 2009 OF MR. FRA NCIS VERMEIREN, APPOINTED PROVISIONALLY AS OF 29 NOV 2004 BY THE BOARD OF DIRE CTORS, REPLACING MR. KAREL DE GUCHT, HAVING RESIGNED 7. APPROVE TO ALLOW THE BOARD OF DIRECTORS TO REPLACE Management MR. THIERRY BRETON, WHO IS RESIGNING, BY CO-OPTING A DIRECTOR WHOSE DEFINITIVE APPOINTMENT SHALL BE SUBJE CT TO RATIFICATION BY THE NEXT SHAREHOLDERS MEETING OF DEXIA SA, IN ACCORDANCE WITH THE APPOINTMENT PROCEDURE APPLICABLE AT DEXIA SA 8.1 APPROVE TO CONFIRM MR. GILLES BENOIST AS AN INDEPENDENT Management DIRECTOR WITHIN THE ME ANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PROC EDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF DIR ECTORS 8.2 APPROVE TO CONFIRM MR. ANNE-MARIE IDRAC AS AN Management INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PR OCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SE T OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF D IRECTORS 8.3 APPROVE TO CONFIRM MR. DENIS KESSLER AS AN INDEPENDENT Management DIRECTOR WITHIN THE MEA NING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PROCE DURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SET O UT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF DIRE CTORS 8.4 APPROVE TO CONFIRM MR. ANDRE LEVY-LANG AS AN Management INDEPENDENT DIRECTOR WITHIN THE M EANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PRO CEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF DI RECTORS 8.5 APPROVE TO CONFIRM MR. ROBERTO MAZZOTTA AS AN Management INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PR OCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SE T OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF D IRECTORS 8.6 APPROVE TO CONFIRM MR. GASTON SCHWERTZER AS AN Management INDEPENDENT DIRECTOR WITHIN THE MEANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE P ROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE S ET OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF DIRECTORS 8.7 APPROVE TO CONFIRM MR. ANNE-CLAIRE TAITTINGER Management AS AN INDEPENDENT DIRECTOR WITHI N THE MEANING OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PROCEDURE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDE NCE SET OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOAR D OF DIRECTORS 8.8 APPROVE TO CONFIRM SIR BRIAN UNWIN AS AN INDEPENDENT Management DIRECTOR WITHIN THE MEANI NG OF ARTICLE 524 OF THE COMPANY CODE AND WHO, FOR THE PURPOSES OF THE PROCEDU RE PROVIDED FOR IN THAT ARTICLE, MEET ALL THE CRITERIA OF INDEPENDENCE SET OUT THEREIN AND THE OTHER CRITERIA OF INDEPENDENCE ADOPTED BY THE BOARD OF DIRECT ORS 9. APPROVE TO RENEW THE APPOINTMENT OF THE COMPANY Management PRICEWATERHOUSECOOPERS REPRESE NTED BY MR. ROBERT PEIRCE AS AUDITOR FOR A TERM OF 3 YEARS EXPIRING AT THE END OF THE ORDINARY SHAREHOLDERS MEETING OF 2008 10. APPROVE TO FIX THE EMOLUMENTS OF THE BOARD OF Management AUDITORS AT EUR 200,000 PER ANNU M TO CARRY OUT THEIR LEGAL MISSION OF ACCOUNT AUDIT 11. APPROVE THE ALLOCATION INSOFAR AS IS NECESSARY Management OF A TOTAL OF 3,130 SHARES TO T HE EMPLOYEES OF FINANCIAL SECURITY ASSURANCE, INC. FSA AND ITS DIRECT AND INDIRECT SUBSIDIARIES ESTABLISHED IN THE UNITED STATES, WITHIN THE CONTEXT OF THE DEXIA GROUP S 2004 EMPLOYEE SHAREHOLDING PLAN FOR WHICH THE SUBSCRIPTION P ERIOD RAN FROM 23 AUG 2004 TO 01 OCT 2004, IN APPLICATION OF THE TAX REGIME PR OVIDED FOR IN ARTICLE 423 OF THE INTERNAL REVENUE CODE - ----------------------------------------------------------------------------------------------------------------------------- ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, WIEN AGM Meeting Date: 05/11/2005 Issuer: A19494102 ISIN: AT0000652011 BLOCKING SEDOL: 5289837, 5369449, 7440621, B02Q7J3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL STATEMENT OF THE ACCOUNTS Management AND THE REPORT BY THE SUPERVISORY BOARD 2. APPROVE THE APPROPRIATION OF THE NET PROFITS Management 3.a APPROVE THE ACTIVITIES UNDER TAKEN BY THE BOARD Management OF DIRECTORS IN 2004 3.b APPROVE THE ACTIVITIES UNDER TAKEN BY THE SUPERVISORY Management BOARD IN 2004 4. APPROVE THE REMUNERATION FOR THE SUPERVISORY BOARD Management 5. ELECT THE SUPERVISORY BOARD Management 6. ELECT THE AUDITOR OF ADDITIONAL SHEET FOR 2005 Management 7. GRANT AUTHORITY TO BUY BACK OWN SHARES FOR TRADING Management 8. GRANT AUTHORITY TO BUY BACK OWN SHARES WITHOUT Management SPECIFIED PUPOSES 9. APPROVE THE NEW OPTION PROGRAM FOR MEMBERS OF Management THE BOARD OF DIRECTORS AND THE M ANAGERS 10. APPROVE TO CHANGE THE ARTICLE AS FOLLOWS: A) Management TO RAISE OF THE NEEDED MAJORITY F OR THE CANCELLATION OF THE MEMBERSHIP OF THE SUPERVISORY BOARD, B) TO DEPOSIT AT FOREIGEN BANK, C) TO CHANGE WITH A MAJORITY OF 3/4, AND D) ALLOWANCE TO REC ORD AND BROADCAST THE AGM - ----------------------------------------------------------------------------------------------------------------------------- EUROPEAN AERONAUTIC DEFENCE AND SPACE NV AGM Meeting Date: 05/11/2005 Issuer: F17114103 ISIN: NL0000235190 BLOCKING SEDOL: 4012250, 4012346, 4057273, 7164426 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1.1 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. MANFRED BISCHOFF AS A MEMBE R OF THE BOARD OF DIRECTORS 1.2 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. ARNAUD LAGARDERE AS A MEMBE R OF THE BOARD OF DIRECTORS 1.3 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR.THOMAS ENDERS AS A MEMBER OF THE BOARD OF DIRECTORS 1.4 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. NOEL FORGEARD AS A MEMBER O F THE BOARD OF DIRECTORS 1.5 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. JEAN-PAUL GUT AS A MEMBER O F THE BOARD OF DIRECTORS 1.6 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. HANS PETER RING AS A MEMBER OF THE BOARD OF DIRECTORS 1.7 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. JUAN MANUEL EGUIAGARAY UCEL AY AS A MEMBER OF THE BOARD OF DIRECTORS 1.8 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. LOUIS GALLIOS AS A MEMBER O F THE BOARD OF DIRECTORS 1.9 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. RUDIGER GRUBE AS A MEMBER O F THE BOARD OF DIRECTORS 1.10 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. FRANCOIS DAVID AS A MEMBER OF THE BOARD OF DIRECTORS 1.11 APPROVE THE EXPIRATION OF MANDATES AND APPOINT Management MR. MICHAEL ROGOWSKI AS A MEMBE R OF THE BOARD OF DIRECTORS 2. APPROVE THE REPORT OF THE BOARD OF DIRECTORS, Management AS SUBMITTED TO THE AGM, INCLUDI NG THE CHAPTER ON CORPORATE GOVERNANCE, THE POLICY ON DIVIDENDS AND PROPOSED R EMUNERATION POLICY INCLUDING ARRANGEMENTS FOR THE GRANT OF STOCK OPTIONS AND R IGHTS TO SUBSCRIBE FOR SHARES FOR THE BOARD OF DIRECTORS 3. ADOPT THE AUDITED DUTCH STATUTORY ACCOUNTS FOR Management THE ACCOUNTING PERIOD FROM 01 J AN 2004 TO 31 DEC 2004, AS SUBMITTED TO THE AGM BY THE BOARD OF DIRECTORS 4. APPROVE THE NET PROFIT OF EUR 487 MILLION, AS Management SHOWN IN THE AUDITED DUTCH STATU TORY PROFIT AND LOSS STATEMENT FOR THE FY 2004, SHALL BE ADDED TO RETAINED EAR NINGS AND THAT A PAYMENT OF A GROSS AMOUNT OF EUR 0.50 PER SHARE SHALL BE MADE TO THE SHAREHOLDERS FROM DISTRIBUTABLE RESERVES ON 08 JUN 2005 5. GRANT RELEASE TO THE BOARD OF DIRECTORS FROM Management LIABILITY FOR THE PERFORMANCE OF THEIR DUTIES DURING AND WITH RESPECT TO THE FY 2004, TO THE EXTENT THAT THEIR ACTIVITY HAS BEEN REFLECTED IN THE AUDITED ANNUAL ACCOUNTS FOR THE FY 2004 OR IN THE REPORT OF THE BOARD OF DIRECTORS 6. APPOINT ERNST & YOUNG ACCOUNTANTS AS THE COMPANY Management S AUDITORS FOR THE ACCOUNTING PERIOD BEING THE FY 2005 7. AMEND ARTICLE 23, PARAGRAPH 3 OF THE COMPANY Management S ARTICLES OF ASSOCIATION TO REFL ECT CHANGES OF DUTCH LAW 8. AUTHORIZE THE BOARD OF DIRECTORS, IN ACCORDANCE Management WITH THE ARTICLES OF ASSOCIATI ON AND SUBJECT TO INVOCATION BY THE GENERAL MEETING. TO ISSUE SHARES OF THE CO MPANY WHICH ARE PART OF THE COMPANY S AUTHORIZED SHARE CAPITAL PROVIDED THAT S UCH POWERS SHALL BE LIMITED TO 1% OF THE COMPANY S AUTHORIZED CAPITAL FROM TIM E TO TIME AND TO HAVE POWERS TO LIMIT OR TO EXCLUDE PREFERENTIAL SUBSCRIPTION TIGHTS, IN BOTH CASES FOR A PERIOD EXPIRING AT THE AGM TO BE HELD IN 2006; SUC H POWERS INCLUDE THE APPROVAL OF STOCK OPTION PLANS AND EMPLOYEE SHARE OWNERSH IP PLANS WHICH MAY INCLUDE THE GRANTING OF TIGHTS TO SUBSCRIBE FOR SHARES WHIC H CAN BE EXERCISED AT SUCH TIME AS MAY BE SPECIFIED IN OR PURSUANT TO SUCH PLA NS 9. APPROVE THAT THE NUMBER OF SHARES IN THE COMPANY Management HELD BY THE COMPANY, UP TO A MAXIMUM OF 1,336,358 SHARES, BE CANCELLED AND AUTHORIZE BOTH THE BOARD OF DIRE CTORS AND THE CHIEF EXECUTIVE OFFICERS, WITH POWERS OF SUBSTITUTION, TO IMPLEM ENT THIS RESOLUTION IN ACCORDANCE WITH DUTCH LAW 10. AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management SHARES OF THE COMPANY, BY ANY M EANS, INCLUDING DERIVATIVE PRODUCTS, ON ANY STOCK EXCHANGE OR OTHERWISE, AS LO NG AS, UPON SUCH REPURCHASE, THE COMPANY WILL NOT HOLD MORE THAN 5% OF THE COM PANY S ISSUED SHARE CAPITAL AND AT A PRICE NOT LESS THAN THE NOMINAL VALUE AND NOT MORE THAN THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE H IGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES OF THE REGULATED MARKET O F THE COUNTRY IN WHICH THE PURCHASE IS CARRIED OUT; THIS AUTHORIZATION SUPERSE DES AND REPLACES THE AUTHORIZATION GIVEN BY THE AGM OF 06 MAY 2004 IN RESOLUTI ON 9; AUTHORITY EXPIRES AT THE END OF 18 MONTHS - ----------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE NUMICO NV AGM Meeting Date: 05/11/2005 Issuer: N56369239 ISIN: NL0000375616 BLOCKING SEDOL: B01YC48, B01ZSS7, B05PSD8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting BLOCKING IS LIMITED TO THE P ERIOD BETWEEN THE CUT-OFF DATE SET TO 28 APR 2005 AND ONE DAY FOLLOWING THE RE GISTRATION DATE SET TO 06 MAY 2005. VOTE INSTRUCTIONS RECEIVED AFTER THE CUT-O FF DATE ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS APPLIED TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INST RUCTIONS THROUGH THE DAY FOLLOWING REGISTRATION DATE. SHARES CAN BE TRADED THE REAFTER. THANK YOU 1. OPENING. Non-Voting 2. REPORT OF THE SUPERVISORY BOARD AND EXECUTIVE Non-Voting BOARD FOR THE YEAR 2004. 3.A ADOPTION OF ANNUAL ACCOUNTS 2004; WITH REFERENCE Management TO THE REPORT OF THE SUPERVIS ORY BOARD INCLUDED IN THE 2004 ANNUAL REPORT, THE SUPERVISORY BOARD PROPOSES T O ADOPT THE ANNUAL ACCOUNTS 2004 AS PRESENTED IN THE ANNUAL REPORT 2004. 3.B DISCHARGE OF THE EXECUTIVE BOARD; PROPOSAL TO Management DISCHARGE THE MEMBERS OF THE EXE CUTIVE BOARD FOR ITS MANAGEMENT OF THE COMPANY. 3.C DISCHARGE OF THE SUPERVISORY BOARD; PROPOSAL Management TO DISCHARGE THE MEMBERS OF THE S UPERVISORY BOARD FOR SUPERVISING THE MANAGEMENT OF THE COMPANY BY THE EXECUTIV E BOARD. 4. PROFIT ALLOCATION AND DIVIDEND POLICY OF THE Non-Voting COMPANY; NUMICO CURRENTLY HAS A N EGATIVE SHAREHOLDERS EQUITY POSITION, PREVENTING THE COMPANY - UNDER DUTCH L AW - TO PAY ANY DIVIDEND. ONCE THE LEVEL OF SHAREHOLDERS EQUITY HAS SUFFICIEN TLY BEEN RESTORED, NUMICO INTENDS TO RESUME DIVIDEND PAYMENTS BASED ON A DIVI DEND PAYOUT RATIO THAT WILL BE ALIGNED WITH THE GROWTH PROFILE OF THE COMPANY AND WITH RELEVANT PEERS. SUBJECT TO THE CLOSING OF THE MELLIN ACQUISITION APPR OVED BY THE EXTRAORDINARY MEETING OF SHAREHOLDERS ON MARCH 18, 2004 AND BARRIN G UNFORESEEN CIRCUMSTANCES THE COMPANY EXPECTS TO HAVE A POSITIVE EQUITY POSIT ION DURING THE SECOND HALF OF 2005. 5. APPOINTMENT OF THE AUDITOR; IN COMPLIANCE WITH Management ARTICLE 28, CLAUSE 1 OF THE COM PANY S ARTICLES OF ASSOCIATION, PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. HAS BE EN INSTRUCTED TO AUDIT THE 2004 ANNUAL ACCOUNTS, AS PREPARED BY THE EXECUTIVE BOARD, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 393, CLAUSE 3, BOOK 2 OF T HE CIVIL CODE. IN LINE WITH THE RECOMMENDATION OF THE AUDIT COMMITTEE THE SUPE RVISORY BOARD PROPOSES TO APPOINT PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS T HE AUDITOR FOR THE YEAR 2005. 6. CORPORATE GOVERNANCE; EXPLANATION OF THE CORPORATE Non-Voting GOVERNANCE STATEMENT IN THE 2004 ANNUAL REPORT. IN THE NETHERLANDS, THE CORPORATE GOVERNANCE CODE (THE CO DE) BECAME EFFECTIVE AS OF JANUARY 1, 2004. THE SUPERVISORY BOARD AND THE EXEC UTIVE BOARD HAVE ADOPTED AN OPEN AND TRANSPARENT APPROACH TO THE APPLICATION OF THE CODE. NUMICO S OBJECTIVE IS TO ENHANCE SHAREHOLDER S INTERESTS IN THE C OMPANY. IN THE ANNUAL REPORT FOR 2003 NUMICO ALREADY EXPLAINED ITS COMPLIANCE WITH THE CODE AND THIS WAS ALSO DISCUSSED IN DE ANNUAL GENERAL MEETING OF SH AREHOLDERS IN MAY 2004. NUMICO FULLY COMPLIES WITH THE CODE. THIS ITEM IS PUT ON THE AGENDA JUST FOR DISCUSSION PURPOSES. REFERENCE IS ALSO MADE TO THE COR PORATE GOVERNANCE STATEMENT IN THE ANNUAL REPORT 2004. 7. REMUNERATION SUPERVISORY BOARD; THE SUPERVISORY Management BOARD REFERS TO THE REMUNERATI ON REPORT INCLUDED IN THE ANNUAL REPORT 2004. IT IS PROPOSED TO ADJUST THE ANN UAL COMPENSATION OF THE SUPERVISORY BOARD MEMBERS TO THE FOLLOWING LEVEL: FOR THE CHAIRMAN EUR 70,000, FOR THE MEMBERS EUR 50,000 AND FOR A CHAIRMAN OF A CO MMITTEE EUR 8,000 ADDITIONALLY. THESE ADJUSTMENTS REFLECT THE INCREASED RESPON SIBILITY AND EXPOSURE OF THE SUPERVISORY BOARD. 8.A COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES MR. CHRIS BRITTON TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS F OR RE-APPOINTMENT TO THE EXECUTIVE BOARD FOR A TERM OF FOUR YEARS. CHRIS BRITT ON S BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND IS POSTED ON THE WEBSITE. MR . BRITTON WAS APPOINTED AS PRESIDENT OF THE BABY FOOD DIVISION IN FEBRUARY 200 3. THE SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED THE SUPERVISORY BOA RD TO NOMINATE MR. BRITTON FOR RE-APPOINTMENT. SINCE HIS APPOINTMENT AS PRESID ENT OF THE BABY FOOD DIVISION IN 2003, HE HAS DRIVEN THIS DIVISION TO SIGNIFI CANTLY IMPROVED RESULTS AND MAJOR STEPS HAVE BEEN TAKEN TO CONTINUE THIS HIG H PERFORMANCE. THE SUPERVISORY BOARD PROPOSES HIS REAPPOINTMENT. MR. BRITTON H OLDS NO SHARES IN THE COMPANY. FOR HIS PARTICIPATION IN STOCK OPTION PROGRAMME S, REFERENCE IS MADE TO THE ANNUAL REPORT 2004. 8.B COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES MR. RUDY MAREEL TO THE GENERAL MEETING OF SHAREHOLDERS FOR RE-APPO INTMENT TO THE EXECUTIVE BOARD FOR A TERM OF FOUR YEARS. MR. RUDY MAREEL S BIO GRAPHY IS SHOWN IN THE ANNUAL REPORT AND IS POSTED ON THE WEBSITE. MR. MAREEL WAS APPOINTED AS PRESIDENT OF THE CLINICAL NUTRITION DIVISION IN MAY 2003. THE SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED THE SUPERVISORY BOARD TO NOMINATE MR. MAREEL FOR RE-APPOINTMENT. SINCE HIS APPOINTMENT, MR. MAREEL HAS MANAGED HIS DIVISION VERY SUCCESSFULLY BY RESHAPING THE DIVISION INTO AN INNOV ATIVE AND FOCUSED ORGANISATION, WHICH SUCCESSFULLY BUILDS ON THE IMPROVED MARK ETING AND SALES STRATEGY. THE SUPERVISORY BOARD PROPOSES HIS REAPPOINTMENT. MR . MAREEL HOLDS 3,316 SHARES IN THE COMPANY. FOR HIS PARTICIPATION IN STOCK OPT ION PROGRAMMES, REFERENCE IS MADE TO THE ANNUAL REPORT 2004. 8.C COMPOSITION OF THE EXECUTIVE BOARD; IN ACCORDANCE Management WITH THE DUTCH CORPORATE GOV ERNANCE CODE (THE CODE) THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD HAVE DEC IDED TO COMPLY WITH THE BEST PRACTICE PROVISION THAT STATES THAT EXECUTIVE BOA RD MEMBERS ARE APPOINTED FOR A TERM OF FOUR YEARS. AS A RESULT, THE EXECUTIVE BOARD MEMBERS HAVE SET UP A ROTATION SCHEME IN ORDER TO AVOID RESIGNATION OF A LL MEMBERS AT THE SAME TIME. ACCORDINGLY, MR. JAN BENNINK, MR. JEAN-MARC HUET AND MR. AJAI PURI WERE RE-APPOINTED IN 2004. THE THREE OTHER MEMBERS OF THE BO ARD WILL BE NOMINATED FOR RE-APPOINTMENT IN THIS MEETING. THE SUPERVISORY BOAR D NOMINATES MR. NIRAJ MEHRA TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR RE-APPOINTMENT TO THE EXECUTIVE BOARD FOR A TERM OF FOUR YEARS. MR. NIRAJ MEHR A S BIOGRAPHY IS SHOWN IN THE ANNUAL REPORT AND IS POSTED ON THE WEBSITE. MR. MEHRA WAS APPOINTED AS PRESIDENT OF OPERATIONS IN OCTOBER 2002. THE SELECTION AND NOMINATION COMMITTEE HAS RECOMMENDED THE SUPERVISORY BOARD TO NOMINATE MR. MEHRA FOR RE-APPOINTMENT. MR. MEHRA HAS SINCE HIS APPOINTMENT, SUCCESSFULLY M ANAGED A COMPLETE RESTRUCTURING OF OPERATIONS, INCLUDING VERY SUCCESSFUL COST SAVING PROJECTS WHICH PROVIDE HUGE MARKET INVESTMENTS OPPORTUNITIES. THE SUPE RVISORY BOARD PROPOSES HIS REAPPOINTMENT. MR. MEHRA HOLDS NO SHARES IN THE COM PANY. FOR HIS PARTICIPATION IN STOCK OPTION PROGRAMMES, REFERENCE IS MADE TO T HE ANNUAL REPORT 2004. 9.A COMPOSITION OF THE SUPERVISORY BOARD; THE SUPERVISORY Management BOARD NOMINATES MR. STEV EN SCHUIT TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS. AS INDICATED LAST YEAR, THE SUPER VISORY BOARD INTENDS TO NOMINATE NEW MEMBERS GIVEN THE GROWING IMPORTANCE OF T HE POSITION OF THE SUPERVISORY BOARD AND TO COMPLY WITH THE OBLIGATIONS OF THE SUPERVISORY BOARD TOWARDS STAKEHOLDERS IN THE COMPANY. THE SUPERVISORY BOARD , RECOMMENDED BY THE SELECTION AND APPOINTMENT COMMITTEE, NOMINATES MR. STEVEN SCHUIT FOR APPOINTMENT AS HE FULLY MEETS THE REQUIREMENTS FOR THIS POSITION A ND FITS INTO THE PROFILE OF THE SUPERVISORY BOARD. MR. STEVEN SCHUIT IS 62 YEA RS AND HAS DUTCH NATIONALITY. UNTIL MAY 1, 2005, MR. SCHUIT WAS PARTNER OF ALL EN & OVERY, SPECIALISED IN CORPORATE FINANCE. HE IS PROFESSOR INTERNATIONAL C OMMERCIAL AND FINANCIAL LAW AT THE UNIVERSITY OF UTRECHT AND FOUNDER AND MEMBE R OF THE BOARD OF THE GROTIUS ACADEMY. UPON HIS APPOINTMENT, MR. SCHUIT WILL N OT BE INDEPENDENT ACCORDING TO THE CODE. THE LAW FIRM, OF WHICH HE WAS A PARTN ER, HAS PERFORMED ADVISORY WORK FOR THE COMPANY IN THE YEAR PRIOR TO MR. SCHUI T S APPOINTMENT. THE SUPERVISORY BOARD PROPOSES TO APPOINT MR. SCHUIT AS A MEM BER OF THE SUPERVISORY BOARD. 9.B COMPOSITION OF THE SUPERVISORY BOARD; THE SUPERVISORY Management BOARD NOMINATES MR. MARC O FOSSATI TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR APPOINTMENT TO THE SUPERVISORY BOARD FOR A TERM OF FOUR YEARS. SUBJECT TO THE CLOSING OF THE MEL LIN ACQUISITION APPROVED BY THE EXTRAORDINARY MEETING OF SHAREHOLDERS ON MARCH 18, 2004, THE SUPERVISORY BOARD RECOMMENDED BY THE SELECTION AND APPOINTMENT COMMITTEE NOMINATES MR. FOSSATI FOR APPOINTMENT AS HE FULLY MEETS THE REQUIRE MENTS FOR THIS POSITION. HE ALSO FITS INTO THE PROFILE OF THE SUPERVISORY BOAR D. MR. MARCO FOSSATI IS 46 YEARS AND HAS ITALIAN NATIONALITY. MR. FOSSATI S CU RRENT POSITION IS PRESIDENT OF THE FINDIM GROUP SA. ADDITIONAL POSITIONS HELD ARE PRESIDENT OF STAR STABILIMENTO ALIMENTARE S.P.A. AND MEMBER OF THE BOARD O F IFIL S.P.A. MR. FOSSATI CURRENTLY HOLDS NO SHARES, BUT SUBJECT TO THE CLOSIN G OF THE MELLIN ACQUISITION, HE WILL (INDIRECTLY) HOLD 6,711,409 SHARES. THE S UPERVISORY BOARD PROPOSES TO APPOINT MR. FOSSATI AS A MEMBER OF THE SUPERVISOR Y BOARD TAKEN INTO ACCOUNT THAT THE APPOINTMENT WILL BECOME EFFECTIVE AT THE C LOSING OF THE ACQUISITION OF MELLIN. 10.A AUTHORITY OF THE EXECUTIVE BOARD TO ISSUE ORDINARY Management SHARES; AUTHORISATION OF TH E EXECUTIVE BOARD - SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD - TO ISS UE ORDINARY SHARES. THE SUPERVISORY BOARD PROPOSES THAT THE EXECUTIVE BOARD BE AUTHORISED FOR A PERIOD OF 18 MONTHS COMMENCING ON MAY 12, 2005 AND ENDING ON NOVEMBER 11, 2006, TO ISSUE SHARES - SUBJECT TO THE APPROVAL OF THE SUPERVISO RY BOARD - TO A MAXIMUM OF 10 % OF THE ISSUED SHARE CAPITAL FOR FINANCING AND TO COVER PERSONNEL SHARE OPTIONS, AND AN ADDITIONAL 10% FOR FINANCING ACQUISIT IONS OR MERGERS. 10.B AUTHORITY OF THE EXECUTIVE BOARD TO ISSUE ORDINARY Management SHARES; AUTHORISATION OF TH E EXECUTIVE BOARD - SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD - TO EXC LUDE PRE-EMPTIVE RIGHTS. THE SUPERVISORY BOARD PROPOSES THAT THE EXECUTIVE BOA RD BE AUTHORISED FOR A PERIOD OF 18 MONTHS COMMENCING ON MAY 12, 2005 AND ENDI NG ON NOVEMBER 11, 2006, - SUBJECT TO THE APPROVAL OF THE SUPERVISORY BOARD - TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS FOR SHAREHOLDERS IN CASE OF THE ISSUAN CE OF SHARES BASED ON THE SUB 10 A) FORMULATED AUTHORISATION. 11. AUTHORITY OF THE EXECUTIVE BOARD TO BUY BACK Management OWN SHARES; THE SUPERVISORY BOARD PROPOSES THAT THE EXECUTIVE BOARD BE AUTHORISED, FOR A PERIOD OF 18 MONTHS, C OMMENCING ON MAY 12, 2005 AND ENDING ON NOVEMBER 11, 2006 TO PROVIDE FOR THE C OMPANY TO BUY BACK ITS OWN SHARES ON THE STOCK EXCHANGE OR OTHERWISE (AS REFE RRED TO IN ARTICLE 10 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY). THE MAXI MUM NUMBER OF SHARES TO BE ACQUIRED EQUALS THE NUMBER OF SHARES ALLOWED BY LAW . THE PRICE LIMIT SHOULD BE BETWEEN THE PAR VALUE OF THE SHARES AND THE OFFICI AL PRICE OF THE SHARES AT EURONEXT AMSTERDAM N.V., PLUS 10%. THE STOCK EXCHAN GE PRICE EQUALS THE AVERAGE OF THE HIGHEST PRICE OF THE NUMICO SHARES AS LISTE D IN THE OFFICIELE PRIJSCOURANT (OFFICIAL PRICE LIST) OF EURONEXT AMSTERDAM N. V. FOR FIVE SUCCESSIVE TRADING DAYS, IMMEDIATELY PRECEDING THE DAY OF PURCHASE . 12. ANY OTHER BUSINESS. Non-Voting 13. CLOSING. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- L'AIR LIQUIDE MIX Meeting Date: 05/11/2005 Issuer: F01764103 ISIN: FR0000120073 BLOCKING SEDOL: 4011406, 4011484, 7163832, B01DBK4, B03XPC2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: * PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 11 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. 1. RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE Management OF THE SUPERVISORY BOARD AND THE CHAIRMAN AND THE GENERAL REPORT OF THE STATUTORY AUDITORS, AND APPROVE THE FI NANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING; AND PROFIT FOR THE FY: EUR 383,892,802.00 2. RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management OF THE SUPERVISORY BOARD AND TH E CHAIRMAN AND THE STATUTORY AUDITORS, AND APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING 3. APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management COMMITTEE WITH REGARDS TO THE PR OFITS; THE SHAREHOLDERS RECEIVE A NET DIVIDEND OF EUR 3.50 PER SHARE, IT WILL BE PAID ON 17 MAY 2005, AS REQUIRED BY LAW; THE TOTAL AMOUNT OF THE LOYALTY DI VIDEND, FOR THE 25,876,746 SHARES REGISTERED CONTINUOUSLY UNDER A NON-TRANSFER ABLE FORM, FROM 31 DEC 2002 TILL 31 DEC 2004, AMOUNTED TO EUR 9,056,861.00; TH E TOTAL OF THE LOYALTY DIVIDEND CORRESPONDING TO THE 25,876,746 SHARES SOLD BE TWEEN 01 JAN 2005 AND 17 MAY 2005, WILL BE DEDUCTED FROM THIS AMOUNT; AUTHORIZ E THE EXECUTIVE COMMITTEE TO WITHDRAW FROM THE CARRY FORWARD ACCOUNT, THE NECE SSARY SUMS TO PAY THE DIVIDEND SET HERE-ABOVE 4. AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 220.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY E XPIRES AT THE END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES T HE DELEGATION GIVEN BY THE OGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE COM MITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 5. APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management ALAIN JOLY AS A MEMBER THE SUPER VISORY BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STA TEMENTS FOR FY 2008 6. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management M. LINDSAY OWEN-JONES AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008 7. APPROVE THE RENEWS THE TERM OF OFFICE OF MR. Management M. THIERRY DESMAREST AS A MEMBER OF THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON THE ANNUAL F INANCIAL STATEMENTS FOR FY 2008 8. APPOINTS MR. M. THIERRY PEUGEOT AS A MEMBER OF Management THE SUPERVISORY BOARD UNTIL THE OGM WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS FOR FY 2008 9. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-86 OF THE FRENCH COMMERCIAL CODE AND THE SAID REPORT AND THE AGREEMENTS R EFERRED TO THEREIN 10. GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management REDUCE THE SHARE CAPITAL BY CAN CELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE P LAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 24MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION GIVEN BY THE EGM OF 12 MAY 2004; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 11. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL FORMALITIES AND REGISTRATIONS PRESCRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- NV BEKAERT SA, ZWEVEGEM OGM Meeting Date: 05/11/2005 Issuer: B09800135 ISIN: BE0003780948 BLOCKING SEDOL: 5821057, 5827431, B02PQ93 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Non-Voting ON FISCAL 2004 2. APPROVE THE REPORT OF THE STATUTORY AUDITOR ON Non-Voting FISCAL 2004 3. APPROVE THE ANNUAL ACCOUNTS FOR FISCAL 2004 AS Management PRESENTED BY THE BOARD OF DIREC TORS; THE PROFIT OF THE YEAR, AFTER TAX, IS EUR 57,676,634; AN AMOUNT OF EUR 3 ,606,312 IS TRANSFERRED TO THE UNTAXED RESERVES; THE PROFIT BROUGHT FORWARD FR OM PREVIOUS YEAR AMOUNTS TO EUR 24 964 327; THE PROFIT TO BE APPROPRIATED THER EFORE AMOUNTS TO EUR 79 034 649; THE MEETING RESOLVES TO APPROPRIATE THE PROFI T AS FOLLOWS: TRANSFER TO LEGAL RESERVE OF EUR 100 000; TRANSFER TO OTHER RESE RVES OF EUR 2 376 681; CARRIED FORWARD TO NEXT YEAR OF EUR 32 810 558; PROFIT FOR DISTRIBUTION GROSS DIVIDEND OF EUR 43 747 410; THE GROSS DIVIDEND THEREF ORE AMOUNTS TO EUR 2.00 PER SHARE AN AMOUNT OF 1.875 EUR, EXCEPTIONALLY INCRE ASED BY EUR 0.125 ON THE OCCASION OF THE COMPANY S 125TH ANNIVERSARY ; THE NET DIVIDEND THEREFORE AMOUNTS TO EUR 1.50 PER SHARE; AND EUR 1.70 PER SHARE PRES ENTED WITH A VVPR STRIP 4. GRANT DISCHARGE TO THE DIRECTORS AND THE STATUTORY Management AUDITOR FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL 2004 5.1 RE-APPOINT MR. GARY ALLEN, AS THE INDEPENDENT Management DIRECTOR WITHIN THE MEANING OF A RTICLE 524 OF THE COMPANIES CODE FOR A TERM OF THREE YEARS, UNTIL AND INCLUDIN G THE OGM TO BE HELD IN 2008 5.2 RE-APPOINT MR. BARON GEORGES JACOBS, AS THE INDEPENDENT Management DIRECTOR WITHIN THE ME ANING OF ARTICLE 524 OF THE COMPANIES CODE FOR A TERM OF THREE YEARS, UNTIL AN D INCLUDING THE OGM TO BE HELD IN 2008 6. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL 2005 AT EUR 52 058 PER PERSON, INCLUDING A FIXED FEE OF E UR 37 184 AND A VARIABLE FEE OF EUR 14 874 BASED ON ATTENDANCE AT SIX MEETINGS AND FIX THE REMUNERATION OF THE STATUTORY AUDITOR FOR THE PERFORMANCE OF HIS DUTIES DURING FISCAL 2005 AT EUR 78 000 7. APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS OF THE Non-Voting BEKAERT GROUP FOR FISCAL 2004, AND OF THE ANNUAL REPORT OF THE BOARD OF DIRECTORS AND THE REPORT OF THE STAT UTORY AUDITOR ON THE CONSOLIDATED ANNUAL ACCOUNTS 8. APPROVE THE CORPORATE GOVERNANCE Non-Voting 9. MISCELLANEOUS Non-Voting * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PR OVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN OR DER FOR ADP TO LODGE YOUR VOTE * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRES ENTATIVE AT ADP. THANK YOU. * PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- SAGEM SA, PARIS MIX Meeting Date: 05/11/2005 Issuer: F03381138 ISIN: FR0000073272 BLOCKING SEDOL: 4074432, 4087537, B058TZ6, B0591N1, B065FV4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management THE SUPERVISORY BOARD AND THE GENERAL REPORT OF THE STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR CLOSED ON 31 DEC 2004; GRANT DISCHARGE TO THE EXECUTIVE COMMITTEE S MEMBERS AND TO THE SUPERVISORY BOARD S MEMBERS FOR THE P ERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.2 APPROVE PURSUANT TO ARTICLE 39 OF THE AMENDED Management FINANCE LAW FOR 2004, TO TRANSFE R THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO AN OPTIONAL RESERVE ACCOUNT CONCERNING THE BALANCE OF THE SPE CIAL RESERVE ON LONG-TERM CAPITAL GAINS OF EUR 296,171,586.45, A DECISION WILL BE TAKEN BY THE MEETING ON 31 DEC 2006 AT THE LATEST O.3 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-86 AND SEQ. OF THE FRENCH COMMERCIAL CODE AND THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN E.5 ACKNOWLEDGE THE DRAFT CONTRIBUTION AGREEMENT Management SUBJECT TO THE LEGAL FRAMEWORK OF THE DEMERGERS GRANTED BY THE COMPANY TO SAGEM COMMUNICATION AS PER A PRIVATE AGREEMENT, WHICH PROVIDES THAT SAGEM S.A. SHALL CONTRIBUTE TO SAGEM COMMUNICAT ION ITS SECTOR: COMMUNICATION, FOR NET ASSETS OF EUR 300,998,932.45 ON 31 DEC 2004, WITH THE CORRESPONDING TAKING-OVER OF ITS LIABILITIES; THE ALLOCATION TO SAGEM S.A. OF 300,235,000 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 1.00 EACH, BEARING INTEREST AS FROM 01 JAN 2005, TO BE CREATED BY THE FIRM SAGEM C OMMUNICATION THROUGH A CAPITAL INCREASE; THE DIFFERENCE BETWEEN THE NET ACCOUN TING FAIR VALUE OF THE CONTRIBUTION AND THE AMOUNT OF THE CAPITAL INCREASE OF SAGEM COMMUNICATION REPRESENTING A CONTRIBUTION PREMIUM OF EUR 763,932.45; AND APPROVE, SUBJECT TO THE APPROVAL OF RESOLUTION NUMBER 8, ALL THE TERMS OF THE DRAFT CONTRIBUTION AGREEMENT, ITS VALUATION AND THE CONSIDERATION FOR IT E.6 ACKNOWLEDGE THE DRAFT CONTRIBUTION AGREEMENT Management SUBJECT TO THE LEGAL FRAMEWORK OF THE DEMERGERS GRANTED BY THE COMPANY TO SAGEM DEFENSE SECURITE AS PER A PRIVA TE AGREEMENT, WHICH PROVIDES THAT SAGEM S.A. SHALL CONTRIBUTE TO SAGEM DEFENSE SECURITE ITS SECTOR: DEFENSE AND SECURITY, FOR NET ASSETS OF EUR 594,960,720. 76, WITH THE CORRESPONDING TAKING-OVER OF ITS LIABILITIES, THE ALLOCATION TO S AGEM S.A. OF 593,266,000 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 1.00 E ACH, BEARING INTEREST AS FROM 01 JAN 2005, TO BE CREATED BY THE FIRM SAGEM DEF ENSE SECURITE THROUGH A CAPITAL INCREASE; THE DIFFERENCE BETWEEN THE NET ACCOU NTING FAIR VALUE OF THE CONTRIBUTION AND THE AMOUNT OF THE CAPITAL INCREASE OF SAGEM DEFENSE SECURITE REPRESENTING A CONTRIBUTION PREMIUM OF EUR 1,694,720.7 6; AND APPROVE, SUBJECT TO THE APPROVAL OF RESOLUTION NUMBER 8, ALL THE TERMS OF THE DRAFT CONTRIBUTION AGREEMENT, ITS VALUATION AND THE CONSIDERATION FOR I T E.7 ACKNOWLEDGE THE CONTRIBUTION AGREEMENT SUBJECT Management TO THE LEGAL FRAMEWORK OF THE D EMERGERS GRANTED BY THE COMPANY TO THE FIRM SAFRAN INFORMATIQUE AS PER A PRIVA TE AGREEMENT, WHICH PROVIDES THAT SAGEM S.A. SHALL CONTRIBUTE TO SAFRAN INFORM ATIQUE ITS SECTOR: COMPUTING, FOR NET ASSETS OF EUR 8,683,386.34 ON 31 DEC 200 4, WITH THE CORRESPONDING TAKING-OVER OF ITS LIABILITIES; THE ALLOCATION TO SA GEM S.A. OF 7,119,000 NEW FULLY PAID-UP SHARES OF A PAR VALUE OF EUR 1.00 EACH , BEARING INTEREST AS FROM 01 JAN 2005, TO BE CREATED BY THE FIRM SAFRAN INFOR MATIQUE THROUGH A CAPITAL INCREASE; THE DIFFERENCE BETWEEN THE NET ACCOUNTING FAIR VALUE OF THE CONTRIBUTION AND THE AMOUNT OF THE CAPITAL INCREASE OF SAFRA N INFORMATIQUE REPRESENTING A CONTRIBUTION PREMIUM OF EUR 1,564,386.34; AND AP PROVE, SUBJECT TO THE APPROVAL OF RESOLUTION NUMBER 8, ALL THE TERMS OF THE DR AFT CONTRIBUTION AGREEMENT, ITS VALUATION AND THE CONSIDERATION FOR IT O.8 ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management SNECMA BY SAGEM S.A., UNDER WHI CH IT IS STATED THAT THE COMPANY SHALL CONTRIBUTE THE TOTAL OF ITS ASSETS, WIT H THE CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES; AND APPROVE ALL THE TE RMS OF THIS PROJECT: BY WAY OF GRANTING TO SNECMA S SHAREHOLDERS 51,755,415 S HARES OF A PAR VALUE OF EUR 0.20 EACH, FULLY PAID-UP, BEARING INTEREST ON 01 J AN 2004, TO BE CREATED THROUGH A SHARE CAPITAL INCREASE; THE SAID SHARES WILL BE DISTRIBUTED AMONG SNECMA S SHAREHOLDERS WITH A RATIO OF EXCHANGE OF 15 SAGE M S.A. S SHARES AGAINST 13 SNECMA S SHARES; THE DIFFERENCE BETWEEN EUR 213,215 ,003.00 CORRESPONDING TO THE NET BOOK VALUE OF THE PROPERTIES BROUGHT BY SNEC MA, THAT IS 1,283,872,990.00, AFTER DEDUCTION OF THE CORRESPONDING AMOUNT TO T HE QUOTA HELD BY SAGEMS. A., THAT IS EUR 1,070,657,987.00 AND THE PAR VALUE O F THE SHARES IN CONSIDERATION FOR THIS CONTRIBUTION EUR 10,351,083.00 , THAT IS EUR 202,863,920.00 SHALL BE REGISTERED IN A MERGER PREMIUM ACCOUNT; THE DI FFERENCE BETWEEN THE PORTION OF THE NET ASSETS CONTRIBUTED BY SNECMA CORRESPON DING TO SHARES HELD BY SAGEM S. A., THAT IS EUR 1,070,657,987.00 AND THE NET A CCOUNTING VALUE OF SNECMA S SHARES HELD BY SAGEM S. A., THAT IS EUR 4,338,885, 097.00, OF EUR 3,268,227,110.00 SHALL REPRESENT A CAPITAL LOSS ON TRANSFERRED SHARES REGISTERED IN THE BALANCE SHEET IN A SUB-ACCOUNT : CAPITAL LOSS ON TRAN SFERRED SHARES O.9 ACKNOWLEDGE THE FINAL REALIZATION OF THE CONTRIBUTIONS-DEMERGERS Management BY SAGEM S. A . AND THE CORRESPONDING CAPITAL INCREASES; THE FINAL REALIZATION OF THE AMALGA MATION-MERGER OF SNECMA BY SAGEM S. A., AND THE RESULTING CAPITAL INCREASE; TH AT CONSEQUENTLY, SNECMA SHALL BE DISSOLVED WITHOUT LIQUIDATION E.10 AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management ARTICLE 6 SHARE CAPITAL THE SHA RE CAPITAL IS SET AT EUR 83,405,917.00 AND IS DIVIDED INTO 417,029,585 FULLY P AID UP ORDINARY SHARES, EACH OF A PAR VALUE OF EUR 0.20 EACH O.11 AMEND THE ARTICLE OF ASSOCIATION NUMBER 2 REGISTERED Management NAME : FORMERLY SAGEM S. A., THE COMPANY S CORPORATE NAME IS SAFRAN O.12 APPROVE TO TRANSFER THE HEAD OFFICE OF THE COMPANY Management TO: 2 BOULEVARD DU GENERAL MARTIAL VALIN 75015 PARIS AND AMEND ARTICLE 4 OF THE ASSOCIATION: REGISTERED OFFICE O.13 APPROVE THAT EUR 106,848,178.93 WILL BE APPROPRIATED Management AS FOLLOWS: NET PROFIT FO R THE FY EUR 110,055,538.52; PRIOR RETAINED EARNINGS EUR 370,076.49; GLOBAL DI VIDEND EUR 1,410,053.92; PURSUANT TO ARTICLE 39 OF THE AMENDED FINANCE LAW FOR 2004, THE AMOUNT OF EUR 4,987,500.00 POSTED TO THE SPECIAL RESERVE OF LONG TE RM CAPITAL GAINS AND CORRESPONDING TO THE EXCEPTIONAL TAX OF 2.5%, WILL BE TRA NSFERRED TO A TAX DEBTS ACCOUNT; CARRY FORWARD ACCOUNT EUR 3,207,359.59; AN IN TERIM DIVIDEND OF EUR 0.10 HAS ALREADY BEEN PAID IN MAR 2005; THE SHARES ISSUE D IN CONSIDERATION OF THE MERGER SAGEM SNECMA BEARING INTEREST ON 01 JAN 2004; APPROVE TO GRANT THE HOLDERS OF THE NEW SHARES, THE SAME SUM AS THE ONE ASSIG NED FOR THE INTERIM DIVIDEND THAT IS EUR 0.10 PER SHARE; IT DECIDES TO ALLOCAT E TO ALL THE SHARES BEING INCLUDED THE ONES RESULTING FROM THE MERGER A DIVI DEND OF EUR 0.12 PER SHARE; THE TOTAL DIVIDEND PER SHARE AMOUNTS TO EUR 0.22 A ND CONSEQUENTLY, DECIDES TO ALLOCATE THE DISTRIBUTABLE PROFITS AS FOLLOWS: OPT IONAL RESERVE EUR 15,000,000.00; STATUTORY DIVIDEND EUR 4,170,295.85 417,029, 585 SHARES AT EUR 0.01 EACH; SUPERDIVIDEND: EUR 87,576,212.85 417,029,585 SHA RES AT EUR: 0.21 EACH ; CARRY FORWARD ACCOUNT EUR 101,670.23; THE DIVIDENDS WI LL BE PAID ON 20 MAY 2005; ALL THESE DIVIDENDS WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE, AS REQUIRED BY LAW O.14 AUTHORIZE THE EXECUTIVE COMMITTEE, TO TRADE THE Management COMPANY S SHARES ON THE STOCK MARKETS AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 22.00; MI NIMUM SELLING PRICE: EUR 16.00; AND, MAXIMUM NUMBER OF SHARES TO BE TRADED: 33 ,000,000 SHARES, THE GLOBAL AMOUNT ALLOCATED TO THIS REPURCHASE PROGRAMME EXCE ED EUR 726,000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM O.15 AUTHORIZE THE EXECUTIVE COMMITTEE, TO REDUCE Management THE SHARE CAPITAL BY CANCELING TH E SELF DETAINED SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHA SE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED DOES NOT EXCEED 10 % OF THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM E.16 AUTHORIZE THE EXECUTIVE COMMITTEE, IN ORDER TO Management INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOU NT OF EUR 100,000,000.00 BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR I SSUE PREMIUMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAIS E OF THE PAR VALUE OF EACH SHARE; AUTHORIZE THE EXECUTIVE COMMITTEE ALLOWS HIM TO DECIDE, INSIDE THE CEILING ABOVE-MENTIONED, A CAPITAL INCREASE RESERVED FO R AN ENTERPRISE SAVINGS PLAN, TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL N ECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM E.17 AUTHORIZE THE EXECUTIVE COMMITTEE, TO GRANT ONE Management OR MORE TRANSACTIONS TO EMPLOY EES OR CERTAIN OF THEM, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR SHARES; THE SHARE CAPITAL INCREASE RESULTING FROM THE EXERCISE OF OPTIONS SHALL BE LIMITED TO THE LEGAL CEILING; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM E.18 AUTHORIZE THE EXECUTIVE COMMITTEE, TO GRANT IN Management ONE OR MORE TRANSACTIONS TO EMP LOYEES OR CERTAIN OF THEM, OPTIONS GIVING THE RIGHT TO PURCHASE EXISTING SHARE S PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT EXCEED 10% OF THE SHARE CA PITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND AC COMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM O.19 AUTHORIZE THE EXECUTIVE COMMITTEE, TO PROCEED Management WITH ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES TO BE ISSUED, IN FAVOUR OF THE EMPLOYEES OF SAGEM BEFORE THE MERGER WITH SNECMA AND WITH ONE YEAR IN THE FIRM ON 10 MA Y 2005 AND HOLDING SAGEM S.A. SHARES, PROVIDED THAT THEY SHALL BE REPRESENTED MORE THAN 10 % OF THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY E XPIRES AT THE END OF THE NEXT AGM E.20 APPROVE THAT THE AGGREGATE CEILING PERTAINING Management TO THE CAPITAL INCREASES TO BE C ARRIED OUT WITH THE USE OF THE DELEGATIONS GRANTED BY THE PREVIOUS RESOLUTIONS SHALL NOT EXCEED EUR 110,000,000.00 O.21 GRANTS ALL POWERS TO THE BEARER OF A COPY OR Management AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRE SCRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- TUI AG, HANNOVER OGM Meeting Date: 05/11/2005 Issuer: D8484K109 ISIN: DE0006952005 BLOCKING SEDOL: 4701707, 5666292, 7159477 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF DISTRIBUTABLE PROFIT Management OF EUR 138,000,000 AS FOLLOW S: PAYMENT OF A DIVIDEND OF EUR 0.77 PER ENTITLED NO-PAR SHARE, EUR 357,464.97 SHALL BE CARRIED FORWARD, EX-DIVIDEND AND PAYABLE DATE: 12 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT PWC DEUTSCHE REVISION AG, HANOVER AS Management THE AUDITORS FOR THE 2005 FY 6. APPROVE THE CONVERSION OF BEARER SHARES INTO Management REGISTERED SHARES AND AMEND THE C ORRESPONDING ARTICLES OF ASSOCIATION 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN 5% BELOW, NOR MORE TH AN 10% ABOVE, THE MARKET PRICE OF THE SHARES, OR BY THE WAY OF A REPURCHASE OF FER AT A PRICE NOT DIFFERING MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES , ON OR BEFORE 10 NOV 2006 AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO US E THE SHARES FOR ACQUISITION PURPOSES, FOR SATISFYING EXISTING CONVERTIBLE OR OPTION RIGHTS, OR FOR THE ISSUE OF EMPLOYEE SHARES; THE SHARES MAY ALSO BE SOL D AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE OR RETIRED * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. THANK YOU . - ----------------------------------------------------------------------------------------------------------------------------- UNILEVER PLC AGM Meeting Date: 05/11/2005 Issuer: G92087124 ISIN: GB0005748735 SEDOL: 0574873, 5685189 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE ACCOUNTS AND THE BALANCE Management For SHEET FOR THE YE 31 DEC 2004, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management Abstain THE YE 31 DEC 2004 INCLUDED WIT HIN THE ANNUAL REPORT AND THE ACCOUNTS FOR 2004 3. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT MR. P.J. CESCAU AS A EXECUTIVE DIRECTOR Management For 5. RE-ELECT MR. C.J. VAN DER GRAAF AS A EXECUTIVE Management For DIRECTOR 6. RE-ELECT MR. R.H.P. MARKHAM AS A EXECUTIVE DIRECTOR Management For 7. ELECT MR. R.D. KUGLER AS A EXECUTIVE DIRECTOR Management For 8. RE-ELECT MR. A. BURGMANS AS A NON-EXECUTIVE DIRECTOR Management For 9. RE-ELECT THE RT. HONORABLE THE LORD BRITTAN OF Management For SPENNITHORNE QC DL AS A NON-EXE CUTIVE DIRECTOR 10. RE-ELECT THE RT. HONORABLE THE BARONESS CHALKER Management For OF WALLASEY AS A NON-EXECUTIVE DIRECTOR 11. RE-ELECT MR. B. COLLOMB AS A NON-EXECUTIVE DIRECTOR Management For 12. RE-ELECT PROFESSOR W. DIK AS A NON-EXECUTIVE DIRECTOR Management For 13. RE-ELECT MR. O. FANJUL AS A NON-EXECUTIVE DIRECTOR Management For 14. RE-ELECT MR. H. KOPPER AS A NON-EXECUTIVE DIRECTOR Management For 15. RE-ELECT THE LORD SIMON OF HIGHBURY CBE AS A Management For NON-EXECUTIVE DIRECTOR 16. RE-ELECT MR. J. VAN DER VEER AS A NON-EXECUTIVE Management For DIRECTOR 17. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY, TO HOLD THE OFFICE UNTIL THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE TH E MEMBERS 18. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 19. AUTHORIZE THE DIRECTORS TO EXERCISE ALL POWER Management For OF THE COMPANY TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 13,450,000; AUTHORITY EXPIRES ON THE DAY PRECEDING THE 5TH ANN IVERSARY OF THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT RELEV ANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.20 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 19 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 19 OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF THE EQUITY SECURITIES BY VIR TUE OF SECTION 94(3A) OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUI TY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHARE HOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,000,000; AUTHORITY EXP IRES ON THE PRECEDING THE 5TH ANNIVERSARY OF THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORI TY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.21 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 64 Management For OF THE ARTICLES OF THE ASSOCIATI ON, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 290 MILLION SHARES OF 1.4P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1.4P AND UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH S HARES DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.22 AMEND THE ARTICLES OF ASSOCIATION: BY DELETING Management For SOME WORDS IN ARTICLE 107 AND R EPLACING THEM WITH NEW WORDS; BY DELETING SOME WORDS IN ARTICLE 108 AND REPLAC ING THEM WITH NEW WORDS; BY DELETING SOME WORDS IN ARTICLE 130 AND REPLACING T HEM WITH NEW WORDS S.23 APPROVE THAT THE ARTICLE 159 BE DELETED AND BE Management For SUBSTITUTED WITH NEW ONE 24. APPROVE THE UNILEVER GLOBAL PERFORMANCE SHARE Management For PLAN 2005; AUTHORIZE DIRECTORS T O DO ALL ACTS AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND OPERATE THE PLAN , INCLUDING MAKING SUCH MODIFICATION AS THE DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF REGULATORY REQUIREMENTS AND BEST PRACTICE AND AUTHORIZE THE DI RECTORS TO ESTABLISH SUCH FURTHER PLANS SIMILAR TO AND BASED ON THE PLAN FOR E MPLOYEES IN PARTICULAR COUNTRIES, SUBJECT TO SUCH MODIFICATIONS AS MAY BE NECE SSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS SECURITIES LAWS, EXCHANGE CONTR OL AND TAX LEGISLATION 25. APPROVE THE RULES OF THE UNILEVER PLC 2005 SHARE Management For SAVE PLAN AND AUTHORIZE THE D IRECTORS TO MAKE SUCH MODIFICATIONS TO THE SHARESAVE PLAN AS THEY CONSIDER NEC ESSARY TO OBTAIN THE APPROVAL OF THE BOARD OF THE INLAND REVENUE OR TO TAKE AC COUNT OF REGULATORY REQUIREMENTS AND BEST PRACTICE AND TO ADOPT THE SHARESAVE PLAN AS SO MODIFIED AND DO ALL ACTS AND THINGS NECESSARY TO OPERATE THE SHARES AVE PLAN AND TO ESTABLISH SUCH FURTHER PLANS FOR THE BENEFIT OF THE EMPLOYEE O UT SIDE OF THE UK BASED ON THE SHARE SAVE PLAN SUBJECT TO SUCH MODIFICATION AS MAY BE NECESSARY OR DESIRABLE TO TAKE LEGISLATION PROVIDED THAT ANY ORDINARY SHARES OF THE COMPANY MADE AVAILABLE UNDER SUCH FURTHER PLAN ARE TREATED AS CO UNTING AGAINST ANY LIMITS ON INDIVIDUAL PARTICIPATION, WHERE APPROPRIATE OR OV ERALL PARTICIPATION IN THE SHARE SAVE PLAN - ----------------------------------------------------------------------------------------------------------------------------- ABB LTD, ZUERICH AGM Meeting Date: 05/12/2005 Issuer: H0010V101 ISIN: CH0012221716 BLOCKING SEDOL: 3044180, 5702259, 7108899, 7113815, 7144053, B02V7Z4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. 1. RECEIVE THE ANNUAL REPORT AND CONSOLIDATED FINANCIAL Non-Voting STATEMENTS, GROUP AUDITOR S REPORT, ANNUAL FINANCIAL STATEMENTS AND AUDITORS REPORT FOR THE FY 2004 2. APPROVE OF THE ANNUAL REPORT, CONSOLIDATED FINANCIAL Management STATEMENTS, AND THE ANNUA L FINANCIAL STATEMENTS FOR THE YEAR 2004 3. GRANT DISCHARGE THE BOARD OF DIRECTORS AND THE Management PERSONS ENTRUSTED WITH THE MANA GEMENT FOR THE FY 2004 4. APPROVE TO NOT DECLARE THE DISTRIBUTION OF A Management DIVIDEND AND TO CARRY FORWARD THE PROFIT AVAILABLE TO THE GENERAL MEETING IN THE AMOUNT OF CHF 10,570,584 5.1 RE-ELECT MR. ROGER AGNELLI, BRAZILIAN TO THE Management BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL THE GENERAL MEETING 2006 5.2 RE-ELECT MR. JURGEN DORMANN, GERMAN TO THE BOARD Management FOR A FURTHER PERIOD OF 1 YEA R, UNTIL THE GENERAL MEETING 2006 5.3 RE-ELECT MR. LOUIS R. HUGES, AMERICAN TO THE Management BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL THE GENERAL MEETING 2006 5.4 RE-ELECT MR. HANS ULRICH MARKI, SWISS TO THE Management BOARD FOR A FURTHER PERIOD OF 1 Y EAR, UNTIL THE GENERAL MEETING 2006 5.5 RE-ELECT MR. MICHEL DE ROSEN, FRENCH TO THE BOARD Management FOR A FURTHER PERIOD OF 1 YE AR, UNTIL THE GENERAL MEETING 2006 5.6 RE-ELECT MR. MICHAEL TRESCHOW, SWEDISH TO THE Management BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE GENERAL MEETING 2006 5.7 RE-ELECT MR. BREND W. VOSS, GERMAN TO THE BOARD Management FOR A FURTHER PERIOD OF 1 YEAR , UNTIL THE GENERAL MEETING 2006 5.8 RE-ELECT MR. JACOB WALLENBERG, SWEDISH TO THE Management BOARD FOR A FURTHER PERIOD OF 1 YEAR, UNTIL THE GENERAL MEETING 2006 6. ELECT ERNST & YOUNG AG AS THE AUDITORS AND GROUP Management AUDITORS FOR THE FY 2005 AND OBT AG AS SPECIAL AUDITORS TO FULFILL THE REQUIRED TASKS IN CONNECTION WITH CA PITAL INCREASES - ----------------------------------------------------------------------------------------------------------------------------- ACCIONA SA, MADRID OGM Meeting Date: 05/12/2005 Issuer: E0008Z109 ISIN: ES0125220311 SEDOL: 5579107, 5846436, B02T9S5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL ACCOUNTS OF ACCIONA, S.A. Management For AND ITS CONSOLIDATED GROUP WITH R EFERENCE TO THE YEAR 2004 2. APPROVE THE MANAGEMENT REPORTS OF THE ACCIONA Management For AND ITS CONSOLIDATED GROUP WITH REFERENCE TO THE YEAR 2004, AND THE COMPANY MANAGEMENT 3. APPROVE THE APPLICATION OF THE PROFITS Management For 4. AUTHORIZE THE COMPANY AND ITS AFFILIATES TO CARRY Management For OUT THE DERIVATIVE ACQUISITI ON OF OWN SHARES, RENDERING VOID THE AUTHORIZATION GRANTED BY THE OGM OF SHARE HOLDERS HELD IN 2004 5. APPOINT AND RE-APPOINT THE DIRECTORS Management For 6. RE-APPOINT THE FINANCIAL AUDITORS OF ACCIONA Management For AND ITS AFFILIATED COMPANIES 7. AUTHORIZE THE BOARD OF DIRECTORS FOR DEVELOPMENT, Management For INTERPRETATION, RATIFICATION AND PUBLIC RECORDING OF THE RESOLUTIONS PASSED BY THE GENERAL MEETINGS - ----------------------------------------------------------------------------------------------------------------------------- AEON CREDIT SERVICE CO LTD AGM Meeting Date: 05/12/2005 Issuer: J0021H107 ISIN: JP3131400008 SEDOL: 5805653, 6037734 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 30, FINAL JY 40, SPECIAL JY 0 2.1 ELECT DIRECTOR Management For 2.2 ELECT DIRECTOR Management For 3.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against 3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For - ----------------------------------------------------------------------------------------------------------------------------- BALFOUR BEATTY PLC AGM Meeting Date: 05/12/2005 Issuer: G3224V108 ISIN: GB0000961622 SEDOL: 0096162, 5830008 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND ACCOUNTS Management FOR THE YE 31 DEC 2004 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND OF THE ORDINARY SHARES Management OF THE COMPANY 4. RE-ELECT MR. J.L. COHEN AS A DIRECTOR Management 5. RE-ELECT MR. R. DELBRIDGE AS A DIRECTOR Management 6. RE-ELECT MR. A.L.P. RABIN AS A DIRECTOR Management 7. RE-ELECT MR. A. J. WIVELL AS A DIRECTOR Management 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management 9. AUTHORIZE THE DIRECTORS, IN THE TERMS OF PARAGRAPH Management (B)(I) OF ARTICLE 11 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES FOR THE PERIO D BEGINNING ON 12 MAY 2005 AND ENDING AT THE CONCLUSION OF THE COMPANY S AGM T O BE HELD IN 2010 OR IF EARLIER, ON 12 MAY 2010 AND FOR SUCH PERIOD THE SECTIO N 80 AMOUNT AS DEFINED IN PARAGRAPH (B)(III) OF THAT ARTICLE) SHALL BE GBP 70 ,662,113, SUCH AUTHORITY TO REPLACE THE AUTHORITY TO ALLOT RELEVANT SECURITIES GRANTED BY RESOLUTION 11 PASSED AT THE AGM OF THE COMPANY HELD ON 13 MAY 2004 S.10 AUTHORIZE THE DIRECTOR, SUBJECT TO AND CONDITIONAL Management UPON THE PASSING OF RESOLUT ION 9 SET OUT IN THIS NOTICE OF AGM DATED 06 APR 2005, IN THE TERMS OF PARAGRA PH (B)(II) OF ARTICLE 11 OF THE COMPANY S ARTICLES OF ASSOCIATION TO ALLOT EQU ITY SECURITIES PURSUANT TO THE AUTHORITY GRANTED BY THAT RESOLUTION WHOLLY FOR CASH FOR THE PERIOD BEGINNING ON 12 MAY 2005 AND ENDING AT THE CONCLUSION OF THE COMPANY AGM TO BE HELD IN 2006 OR IF EARLIER, ON 12 AUG 2006 AND FOR SUCH PERIOD THE SECTION 89 AMOUNT AS DEFINED IN PARAGRAPH (B)(III) OF THAT ARTICLE SHALL BE GBP 10,599,316; FOR THE PURPOSES OF THIS RESOLUTION, AN ALLOTMENT O F EQUITY SECURITIES PURSUANT TO THE AUTHORITY GRANTED BY RESOLUTION 9 SHALL BE DEEMED TO INCLUDE THE SALE OF RELEVANT SHARES IN THE COMPANY WHICH, IMMEDIATE LY BEFORE SUCH SALE, WERE HELD BY THE COMPANY AS TREASURY SHARES S.11 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 7 Management OF THE COMPANY S ARTICLES OF ASSO CIATION AND SUBJECT TO AND CONDITIONAL UPON THE PASSING OF THE EXTRAORDINARY R ESOLUTION SET OUT IN THE NOTICE DATED 06 APR 2005 CONVENING A SEPARATE CLASS M EETING OF THE HOLDERS OF THE CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHAR ES OF 1P EACH IN THE COMPANY THE CONVERTIBLE PREFERENCE SHARES , FOR THE PURP OSE OF SECTION 166 OF THE COMPANIES ACT 1985 TO MAKE ONE OR MORE MARKET PURCHA SES (WITHIN THE MEANING OF SECTION 163(3) OF THAT ACT) OF ORDINARY SHARES OF 5 0P EACH IN THE COMPANY THE ORDINARY SHARES AND/OR CONVERTIBLE PREFERENCE SHA RES IN THE COMPANY AND WHERE SUCH SHARES ARE HELD IN TREASURY THE COMPANY MAY AMONG OTHER THINGS, USE THEM FOR THE PURPOSE OF ITS EMPLOYEE SHARE SCHEMES, PR OVIDED THAT A) THE MAXIMUM NUMBER OF ORDINARY SHARES BE AUTHORIZED TO BE PURCH ASED IS 42,397,267 AND THE MAXIMUM NUMBER OF CONVERTIBLE PREFERENCE SHARES BE AUTHORIZED TO BE PURCHASED IS 20,204,566; B) THE MAXIMUM PRICE EXCLUSIVE OF E XPENSES WHICH MAY BE PAID FOR A SHARE SHALL BE NOT MORE THAN 5% ABOVE THE AVE RAGE OF THE MARKET VALUE OF A SHARE OF THE SAME CLASS FOR THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH SHARE IS CONTRACTED TO BE PURCHAS ED; C) THE MINIMUM PRICE EXCLUSIVE OF EXPENSES WHICH MAY BE PAID FOR A SHARE IS ITS NOMINAL VALUE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE SEPARATE CLASS MEETING WHICH WILL FOLLOW THE AGM OF THE COMPANY TO BE HELD IN 2006 OR 12 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 12. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management POLITICAL ORGANIZATIONS AND TO I NCUR EU POLITICAL EXPENDITURE, NOT EXCEEDING GBP 25,000 IN TOTAL IN EACH YEAR DURING THE PERIOD OF 4 YEAR BEGINNING ON 12 MAY 2005 S.13 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management AS SPECIFIED S.14 AMEND THE MEMORANDUM AND ARTICLES OF ASSOCIATION Management OF THE COMPANY AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM Meeting Date: 05/12/2005 Issuer: D08064103 ISIN: DE0008022005 BLOCKING SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED Management FINANCIAL STATEMENTS, ALONG WITH THE MANAGEMENT REPORT OF THE EXECUTIVE BOARD AND THE REPORT OF THE SUPERVISORY BOARD 2. GRANT DISCHARGE THE MEMBERS OF THE EXECUTIVE BOARD Management 3. GRANT DISCHARGE THE MEMBERS OF THE SUPERVISORY Management BOARD 4. ELECT THE SUPERVISORY BOARD Management 5. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management TO SECTION 71 (1) NO. 7 OF THE GERMAN STOCK CORPORATION ACT 6. APPROVE THE ACQUISITION OF TREASURY STOCKS PURSUANT Management TO SECTION 71 (1) NO. 8 OF THE GERMAN STOCK CORPORATION ACT 7. AMEND THE ARTICLES OF ASSOCIATION Management 8. APPROVE THE ADDITION OF A NEW PARAGRAPH TO THE Management ARTICLES OF ASSOCIATION 9. AMENDMENT ARTICLE 2 OF THE ARTICLES OF ASSOCIATION Management 10. APPROVE THE SIGNING OF MANAGEMENT CONTROL AND Management PROFIT-AND-LOSS TRANSFER AGREEME NTS 11. APPROVE THE SIGNING OF A PROFIT-AND-LOSS TRANSFER Management AGREEMENT 12. ELECT THE AUDITOR FOR 2005 Management - ----------------------------------------------------------------------------------------------------------------------------- BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN OGM Meeting Date: 05/12/2005 Issuer: D08064103 ISIN: DE0008022005 BLOCKING SEDOL: 4325345, 4325419, 4326854, 4561536, 7023011, 7158388 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 146672 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND Y OU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4.1 ELECT MR. MAX DIETRICH KLEY AS A MEMBER OF THE Management SUPERVISORY BOARD 4.2 ELECT MR. GERHARD RANDA AS A MEMBER OF THE SUPERVISORY Management BOARD 4.3 ELECT DR. DIETHER MUENICH AS A MEMBER OF THE Management SUPERVISORY BOARD 5. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management SHARES AT PRICES NOT DEVIATING M ORE THAN 10% FROM THEIR AVERAGE MARKET PRICE, ON OR BEFORE 31 OCT 2006; THE TO TAL HOLDING OF SHARES ACQUIRED FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHA RE CAPITAL AT THE END OF ANY GIVEN DAY 6. AUTHORIZE THE COMPANY, TO ACQUIRE OWN SHARES Management OF UP TO 10% OF ITS SHARE CAPITAL , AT PRICES NOT DEVIATING MORE THAN 10% FROM THE AVERAGE MARKET PRICE OF THE S HARES, ON OR BEFORE 31 OCT 2006; THE BOARD OF MANAGING DIRECTORS BE AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHT S OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES OR FOR THE FULFILMENT OF CO NVERTIBLE OR OPTION RIGHTS, AND TO RETIRE THE SHARES 7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOL DERS MEETINGS UMAG AS FOLLOWS: SECTION 17(2), SECTION 18(1), SECTION 18(2) 8. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS UMAG AS FOLLOWS: SECTION 20(4) 9. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF THE OBJECT OF THE COMPANY BEIN G ADJUSTED IN CONNECTION WITH THE NEW GERMAN PFANDBRIEF ACT 10. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management WITH THE COMPANY S WHOLLY-O WNED SUBSIDIARIES HVB PAYMENTS + SERVICES GMBH AND HVB CONSULT GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005, UNTIL AT LEAST 31 DEC 2010 11. APPROVE THE PROFIT TRANSFER AGREEMENT WITH THE Management COMPANY S WHOLLY-OWNED SUBSIDIA RY BANKHAUS NEELMEYER AG, EFFECTIVE RETROACTIVELY FROM 01 JAN 2005, UNTIL AT L EAST 31 DEC 2009 12. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management BERLIN AND FRANKFURT AS THE AU DITORS FOR THE 2005 FY - ----------------------------------------------------------------------------------------------------------------------------- CAPGEMINI SA, PARIS OGM Meeting Date: 05/12/2005 Issuer: F13587120 ISIN: FR0000125338 BLOCKING SEDOL: 4163437, 5619382, 5710315, 7164062 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: * PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 12 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR TH E YEAR 2004, IN THE FORM PRESENTED TO THE MEETING, SHOWING A LOSS OF: EUR (-) 948,714,553.24; AND GRANT PERMANENT DISCHARGE TO THE BOARD OF DIRECTORS FOR TH E PERFORMANCE OF ITS DUTIES DURING THE SAID FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS; AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE PRESENTE D TO THE MEETING, SHOWING CONSOLIDATED NET LOSS OF: EUR - 359,000,000.00 O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE SAID REPORT AND NOTICE S THAT NO AGREEMENT WAS CONCLUDED DURING THE LAST FY O.4 APPROVE TO CHARGE THE LOSSES OF THE 2004 FY AMOUNTING Management TO: EUR -948,714,553.24 AND THE CARRY FORWARD ACCOUNT: EUR (-)41,681,723.70 TO THE SHARE PREMIUM ACCOU NT, THE SHARE PREMIUM ACCOUNT IS REDUCED FROM EUR 3,203,389,464.52 TO EUR 2,21 2,993,187.58 AND TO DISTRIBUTE ANY DIVIDEND FOR THE 2004 FY IN ACCORDANCE WITH THE REGULATIONS IN FORCE, THE GENERAL MEETING IS REMINDED THAT NO DIVIDEND HA S BEEN PAID FOR THE PAST TWO FYS; AN AMOUNT OF EUR 61,345,008.61 CHARGED TO TH E SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO TH E OTHER RESERVES ACCOUNT; THE OUTSTANDING TAX OF 2.5% WILL ALSO BE CHARGED TO THIS ACCOUNT O.5 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 50.00, MA XIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 13,138,317 AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS O.6 APPOINT MR. M. DANIEL BERNARD AS A DIRECTOR FOR Management A PERIOD OF 6 YEARS O.7 APPOINT MR. M. THIERRY DE MONTBRIAL AS A DIRECTOR Management FOR A PERIOD OF 6 YEARS O.8 APPOINT MR. M. MARCEL ROULET AS CONTROL AGENT Management FOR A PERIOD OF 6 YEARS E.9 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24MONTHS DOES NOT EXCEED 1 0% OF THE CAPITAL AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESS ARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 24 MONTHS E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,500,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME, PREMIUMS OR ELSE, TO BE CARRIED OUT TH ROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 450,000, 000.00, BY WAY OF ISSUING ORDINARY SHARES, STOCKS AND SHARES GIVING ACCESS TO THE SHARE CAPITAL AND TO THE ALLOCATION OF DEBT SECURITIES WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION, THE AGGREGATE VALUE OF SECURITIES ACCESS TO THE SHARE CAPITAL AND TO THE ALLOCATION OF DEBT SECURITIE S SHALL NOT EXCEED EUR 3,000,000,000.00; AND TO TAKE ALL NECESSARY MEASURES AN D ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MO NTHS E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 300,000, 000.00, BY WAY OF ISSUING ORDINARY SHARES, STOCKS AND SHARES GIVING ACCESS TO THE ORDINARY SHARES OF THE COMPANY AND TO THE ALLOCATION OF DEBT SECURITIES WI THOUT THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION, THE AGGREGATE VALUE OF SECURITIES ACCESS TO THE SHARE CAPITAL AND TO THE ALLOCATION OF DEBT SECUR ITIES SHALL NOT EXCEED EUR 2,000,000,000.00; AND TO TAKE ALL NECESSARY MEASURE S AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 2 6 MONTHS E.13 AUTHORIZE THE BOARD OF DIRECTORS MAY DECIDE TO Management INCREASE THE NUMBER OF SECURITI ES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE IN ACCORDANCE WITH RESOLUTI ON E.11 AND E.12, WITHIN THE LIMIT OF THE CEILINGS STIPULATED IN SAID RESOLUTI ONS O.14 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE WITHIN Management THE SAME CEILINGS AS IN RESOL UTION E.12, SHARES OF THE COMPANY OR STOCKS AND SHARES GIVING ACCESS TO THE SH ARE CAPITAL OR TO THE ALLOCATION OF DEBT SECURITIES, IN CONSIDERATION FOR STOC K TENDER OFFERS ARE IN EFFECT AND, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITA L, IN CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SEC URITIES GIVING ACCESS TO SHARE CAPITAL WITHOUT SHAREHOLDERS PREFERENTIAL RIGH T OF SUBSCRIPTION ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECE SSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT ONE Management OR MORE TRANSACTIONS TO EMPLOYEE S AND OFFICERS OPTIONS, GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE OR TO PURCHASE EXIS TING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 6,000,000; AN D TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AU THORITY EXPIRES AT THE END OF 38 MONTHS E.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 2,000,000 SHARES; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMAL ITIES; AUTHORITY EXPIRES AT THE END OF 38 MONTHS E.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVING PLAN AND FOR MAXIMUM NUMBER OF SHARES WHICH SHALL NOT EXCEED 3,500,000 AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH A LL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS E.18 APPROVE THAT THE OVERALL NOMINAL AMOUNTS PERTAINING Management TO: (-) THE CAPITAL INCREA SES TO BE CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY RESOLUTIONS E.1 1, E.12, E.13 AND O.14 SHALL NOT EXCEED EUR 450,000,000.00, (-) THE ISSUES OF SECURITIES TO BE CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY RESOLUTI ONS E.11, E.12, E.13 AND O.14 SHALL NOT EXCEED EUR 3,000,000,000.00 E.19 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU - ----------------------------------------------------------------------------------------------------------------------------- CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD AGM Meeting Date: 05/12/2005 Issuer: G2098R102 ISIN: BMG2098R1025 SEDOL: 5558991, 6212553, B02TC75 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.1 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For 3.2 ELECT MR. KAM HING LAM AS A DIRECTOR Management For 3.3 ELECT MR. GEORGE COLIN MAGNUS AS A DIRECTOR Management For 3.4 ELECT MR. IP TAK CHUEN, EDMOND AS A DIRECTOR Management For 3.5 ELECT MR. FRANK JOHN SIXT AS A DIRECTOR Management For 3.6 ELECT MRS. LEE PUI LING, ANGELINA AS A DIRECTOR Management For 3.7 ELECT MRS. KWOK EVA LEE AS A DIRECTOR Management For 3.8 ELECT MRS. SNG SOW-MEI PHOON SUI MOY, ALIAS Management For POON SOW MEI AS A DIRECTOR 3.9 ELECT MR. COLIN STEVENS RUSSEL AS A DIRECTOR Management For 3.10 ELECT MR. LAN HONG TSUNG, DAVID AS A DIRECTOR Management For 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management Against OF ADDITIONAL SHARES NOT EXCEEDIN G 20% OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE R ESOLUTION UNTIL THE NEXT AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE THE GR ANTING OF OFFERS OR OPTIONS INCLUDING BONDS AND DEBENTURES CONVERTIBLE INTO S HARES OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR CONVERTIBLE DURING OR AFTE R THE RELEVANT PERIOD 5.2 AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For OF HKD 1.00 IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, SUBJECT TO AND IN ACCORDANCE WITH ALL APP LICABLE LAWS AND REQUIREMENTS OF THE RULE S GOVERNING THE LISTING OF SECURITIE S ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE AS AM ENDED FROM TIME TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY ; AUTHORITY EXPIRES THE EARLIER OF TH E CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 5.3 APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS TO ALLOT ISSUE AND DEAL WITH ADDITIONAL SHARES PURSUANT TO ORDINARY RESOLUTION NO. 5.1 BY THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF TH E SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO ORDINARY RESOLUTION NO. 5.2, PROVIDED THAT SUCH AMOUNT SHA LL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE SAID RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- CONTINENTAL AG, HANNOVER OGM Meeting Date: 05/12/2005 Issuer: D16212140 ISIN: DE0005439004 BLOCKING SEDOL: 4598589, 4679956, 4740517 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP A NNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management PROFIT OF EUR 116,721,938.35 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.80 PER NO-PAR SHARE EUR 388,691.15 SHA LL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE ON 13 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG Management WIRTSCHAFTS-PRUEFUNGSGESELLSCHAFT , HANNOVER, AS THE AUDITORS FOR THE YEAR 2005 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO EUR 37,226.80, AT PRICES DEVIATING NEITHER MORE THAN 10% FROM THEIR MARKET PRICE IF THE SHARES ARE ACQU IRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF THE SHARES ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 11 NOV 2006; AND AUTHORIZE THE BOAR D OF MANAGING DIRECTORS TO DISPOSE THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING, ESPECIALLY TO SELL THE SHARES AT A PRICE NOT M ATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES , WITHIN THE SCOPE OF THE 1999 STOCK OPTION PLAN OR FOR THE FULFILLMENT OF CON VERTIBLE AND/OR OPTION RIGHTS, TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, AND TO RETIRE THE SHARES * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- ELECTRABEL SA, BRUXELLES AGM Meeting Date: 05/12/2005 Issuer: B3458H101 ISIN: BE0003637486 BLOCKING SEDOL: 4294791, 4301817, 5064841, 5460513, B02PQQ0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE 1. RECEIVE THE DIRECTORS REPORT AND THE AUDITORS Non-Voting REPORT ON THE ANNUAL ACCOUNTS AND THE CONSOLIDATED ACCOUNTS FOR THE PERIOD ENDING 31 DEC 2004 2. APPROVE THE ANNUAL ACCOUNTS FOR THE PERIOD ENDING Management 31 DEC 2004, INCLUDING THE A TTRIBUTION OF A GROSS DIVIDEND OF EUR 15.76 PER SHARE TO THE 54,878,197 SHARES BEARING DIVIDENDS 3. RATIFY THE ACTIONS OF THE DIRECTORS FOR THE FY Management 2004 4. RATIFY THE ACTIONS OF THE COMPANY AUDITORS FOR Management FY 2004 5.1 APPROVE THAT MR. JACQUES LAURENT WILL NOT STAND Non-Voting FOR RE-ELECTION 5.2 APPOINT MR. YVES DE GAULLE AS A DIRECTOR UNTILL Management THE END OF THE 2011 OGM 5.3 APPOINT MR. ROBERT-OLIVER LEYSSEN AS A DIRECTOR Management UNTILL THE END OF THE 2011 OGM 5.4 APPROVE THE RESIGNATION OF KLYNVELD PEAT MARWICK Non-Voting GOERDELER REVISEURS D ENTREPR ISES/BEDRIJFSREVISOREN, WITH EFFECT FROM THE END OF THE 2005 OGM 5.5 APPOINT ERNST & YOUNG REVISEURS D ENTREPRISES/BEDRIJFSREVISOREN, Management REPRESENTED BY MR. PIERRE ANCIAUX, COMPANY AUDITOR AND MR. VINCENT ETIENNE, COMPANY AUDITO R, IN ORDER TO REPLACE KLYNVELD PEAT MARVICK GOERDELER REVISEURS D ENTREPRISE S/BEDRIJFSREVISOREN; THE MANDATE WILL END UPON THE CLOSURE OF THE 2008 OGM 5.6 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management & TOUCHE COMPANY AUDITORS REPR ESENTED BY MR. PHILIP MAEYAERT, COMPANY AUDITOR AND MR. JOSEPHUS VLAMINCKX, CO MPANY AUDITOR FOR 3 MORE YEARS; CONSEQUENTLY THE MANDATE WILL ALSO END UPON TH E CLOSURE OF THE 2008 OGM 5.7 APPROVE THE ANNUAL REMUNERATION FOR THE AUDITORS Management AT A NON-INDEX LINKED TOTAL O F EUR 1,385,000 6. APPROVE THE INFORMATION ON THE IMPLEMENTATION Non-Voting OF THE BELGIAN CORPORATE GOVERNA NCE CODE - ----------------------------------------------------------------------------------------------------------------------------- HONGKONG ELECTRIC HOLDINGS LTD AGM Meeting Date: 05/12/2005 Issuer: Y33549117 ISIN: HK0006000050 SEDOL: 5559121, 6435327 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENT OF ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUD ITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.1 RE-ELECT MR. GEORGE C. MAGNUS AS A DIRECTOR Management For 3.2 RE-ELECT MR. CANNING FOK KIN-NING AS A DIRECTOR Management For 3.3 RE-ELECT MR. TSO KAI-SUM AS A DIRECTOR Management For 3.4 RE-ELECT MR. RONALD J. ARCULLI AS A DIRECTOR Management For 3.5 RE-ELECT MRS. SUSAN M.F. CHOW AS A DIRECTOR Management For 3.6 RE-ELECT MR. ANDREW HUNTER AS A DIRECTOR Management For 3.7 RE-ELECT MR. KAM HING-LAM AS A DIRECTOR Management For 3.8 RE-ELECT MR. HOLGER KLUGE AS A DIRECTOR Management For 3.9 RE-ELECT MR. VICTOR LI TZAR-KUOI AS A DIRECTOR Management For 3.10 RE-ELECT MR. EWAN YEE LUP-YUEN AS A DIRECTOR Management For 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5. AUTHORIZE THE DIRECTORS, DURING AND AFTER THE Management Against RELEVANT PERIOD, TO ISSUE AND DI SPOSE OF ADDITIONAL SHARES OF THE COMPANY NOT EXCEEDING 20% OF THE EXISTING IS SUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THE PASSING OF THIS RESOLU TION TO INCLUDE THE GRANTING OF OFFERS OR OPTIONS INCLUDING BONDS AND DEBENTU RES CONVERTIBLE INTO SHARES OF THE COMPANY ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 6. AUTHORIZE THE DIRECTORS TO REPURCHASE SHARES Management For OF HKD 1.00 EACH IN THE ISSUED CA PITAL OF THE COMPANY DURING THE RELEVANT PERIOD, IN ACCORDANCE WITH ALL APPLIC ABLE LAWS AND REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED AS AMENDED FROM TIME TO TIME, NOT EXC EEDING 10% OF THE NUMBER OF THE ISSUED SHARES AT THE DATE OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPAN Y OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY L AW 7. APPROVE TO EXTEND THE AUTHORITY GRANTED TO THE Management For DIRECTORS TO ALLOT, ISSUE AND D EAL WITH ADDITIONAL SHARES PURSUANT TO RESOLUTION 5 AS SPECIFIED BY THE ADDITI ON THERETO OF AN AMOUNT THE AGGREGATE NOMINAL AMOUNT OF ANY SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 6 AS SPECIFIED , NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF PASSING OF THE RELEVANT RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- ILUKA RESOURCES LIMITED AGM Meeting Date: 05/12/2005 Issuer: Q4875J104 ISIN: AU000000ILU1 SEDOL: 6957575 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting Non-Vote Proposal REPORT AND THE AUDITORS R EPORT FOR THE COMPANY AND ITS CONTROLLED ENTITIES FOR THE YE 31 DEC 2004 1.1 ELECT MR. GRAHAME D. CAMPBELL AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH AR TICLE 17.2 OF THE COMPANY S CONSTITUTION 1.2 ELECT MS. VALERIE A. DAVIES AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTI CLE 17.2 OF THE COMPANY S CONSTITUTION S.2 AMEND THE COMPANY S CONSTITUTION, FOR THE PURPOSES Management For OF SECTION 136(2) OF THE CO RPORATIONS ACT AND ALL OTHER PURPOSES - ----------------------------------------------------------------------------------------------------------------------------- INCHCAPE PLC AGM Meeting Date: 05/12/2005 Issuer: G47320166 ISIN: GB0006799729 SEDOL: 0679972 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For FOR THE FYE 31 DEC 2004 AND TH E DIRECTORS AND THE AUDITORS REPORT THEREON 2. APPROVE THE BOARD REPORT ON REMUNERATION FOR Management For THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND Management For 4. ELECT MR. WILL SAMUEL AS A DIRECTOR, WHO WAS Management For ELECTED SINCE THE LAST AGM 5. ELECT MR. DAVID SCOTLAND AS A DIRECTOR, WHO WAS Management For ELECTED SINCE THE LAST AGM 6. RE-ELECT MR. ALAN FERUGSON AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 7. RE-ELECT MR. KEN HANNA AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For REMUNERATION 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL EXISTING AUTHORITIES, TO ALLO T RELEVANT SECURITIES SECTION 80 OF COMPANIES ACT 1985 UP TO AN AGGREGATE NO MINAL VALUE OF GBP 39,852,232; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEX T AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER T HE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PR IOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 WHOLLY FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE SAID ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHT S SECTION 89 , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMP TIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMIN AL AMOUNT OF GBP 5,977,834; C) PURSUANT TO ANY APPROVED AND UNAPPROVED SHARE O PTION SCHEME; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMP ANY ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For WITH SECTION 166 OF THE C OMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES A CT 1985 OF UP TO 7,970,466 ORDINARY SHARES OF 150.0P EACH IN THE CAPITAL OF T HE COMPANY, AT A MINIMUM PRICE OF 150.0P AND UP TO 105.0% OF THE AVERAGE MIDDL E MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAI LY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED W HOLLY OR PARTLY AFTER SUCH EXPIRY S.13 AMEND ARTICLE 1(E) OF THE ARTICLES OF ASSOCIATION Management For BY DELETING THE FIGURE GBP 2 50,000 AND INSERTING THE FIGURE GBP 450,000 IN ITS PLACE - ----------------------------------------------------------------------------------------------------------------------------- LI & FUNG LTD AGM Meeting Date: 05/12/2005 Issuer: G5485F144 ISIN: BMG5485F1445 SEDOL: 4458252, 6286257, B01DLN7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED CONSOLIDATED ACCOUNTS Management For AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 30 HK CENTS PER SHARE Management For AND A SPECIAL DIVIDEND OF 25 HK CENTS PER SHARE IN RESPECT OF THE YE 31 DEC 2004 3.a RE-ELECT DR. VICTOR FUNG KWOK KING AS A NON-EXECUTIVE Management For DIRECTOR 3.b RE-ELECT DR. WILLIAM FUNG KWOK LUN AS A EXECUTIVE Management For DIRECTOR 3.c RE-ELECT MR. ALLAN WONG CHI YUN AS AN INDEPENDENT Management For NON-EXECUTIVE DIRECTOR 3.d RE-ELECT MR. MAKOTO YASUDA AS AN INDEPENDENT Management For NON-EXECUTIVE DIRECTOR 3.e RE-ELECT MR. LAU BUTT FARN AS A NON-EXECUTIVE Management For DIRECTOR 3.f RE-ELECT MR. BRUCE PHILIP ROCKOWITZ AS AN EXECUTIVE Management For DIRECTOR 4. APPROVE THAT THE REMUNERATION OF ALL THE DIRECTORS Management For INCLUDING THE NON-EXECUTIV E DIRECTORS AND THE CHAIRMAN OF THE BOARD OF DIRECTORS SHALL BE FIXED AT HKD 80,000 AND HKD 200,000 RESPECTIVELY FOR THE YEAR ENDING 31 DEC 2005 AND EACH S UBSEQUENT FY UNTIL THE COMPANY IN GENERAL MEETING OTHERWISE DETERMINES; AND AD DITIONAL REMUNERATION SHALL BE PAYABLE TO THE NON-EXECUTIVE DIRECTORS WHO SERV E ON THE BOARD COMMITTEES OF THE COMPANY AND SUCH REMUNERATION BE FIXED AT THE LEVELS AS SPECIFIED FOR THE YEAR ENDING 31 DEC 2005 AND EACH SUBSEQUENT FY UN TIL THE COMPANY IN GENERAL MEETING OTHERWISE DETERMINES 5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For AND AUTHORIZE THE BOARD OF D IRECTORS TO FIX THEIR REMUNERATION 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For SHARES OF THE COMPANY DURIN G THE RELEVANT PERIOD, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF TH E ISSUED SHARE CAPITAL OF THE COMPANY ON THE STOCK EXCHANGE OF HONG KONG LIMIT ED OR ANY OTHER STOCK EXCHANGE RECOGNISED FOR THIS PURPOSE BY THE SECURITIES A ND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE HONG KONG CODE ON SHARE REPURCHASES; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PER IOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS DURING AND AFTER THE RELEVANT PERIOD, A) NOT EXCEEDING 20% OF THE AG GREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY ON THE DATE OF THIS RESOLUTION; PLUS B) THE NOMINAL AMOUNT OF SHARE CAPITAL REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQU IVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY ON THE DATE OF THIS RESOLUTION , OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY SHARE OPTION SCHEME ADOPTED BY THE CO MPANY; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES T HE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 8. AUTHORIZE THE DIRECTORS OF THE COMPANY TO EXERCISE Management For THE POWERS OF THE COMPANY R EFERRED TO RESOLUTION 7, AS SPECIFIED, IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY REFERRED TO SUCH RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX Meeting Date: 05/12/2005 Issuer: F58485115 ISIN: FR0000121014 BLOCKING SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE FORM P RESENTED TO THE MEETING 2. ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management THE CHAIRMAN OF THE BOARD O F DIRECTORS AND THE STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND T HE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING; GRAN T PERMANENT DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERFORM ANCE OF THEIR DUTIES DURING THE SAID FY 3. ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON THE AGREEMENTS GOVERNED BY T HE ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN 4. ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management 4,987,500.00 UPON THE RETAINED EA RNINGS ACCOUNT ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINAN CE LAW FOR 2004; THIS AMOUNT CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY T AX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE, PURS UANT TO THE ABOVE ARTICLE, TO TRANSFER THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCO UNT; AN AMOUNT OF EUR 4,987,500 WILL BE DRAWN UPON THIS RESERVE, FROM THE EXTR AORDINARY TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF THE RETAINED EARNINGS , THUS AMOUNTING TO EUR 932,125,552.53 5. APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 1,011 ,081,163.78; LEGAL RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53; DIS TRIBUTABLE PROFITS: EUR 1,943,206,716.31; SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL; STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL DIVIDEND: EUR 45 8,091,478.35; PRECOMPTE: EUR 3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474 ,704,807.81; IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND WILL AMOUNT TO E UR 0.95 PER SHARE; THE REMAINING DIVIDEND OF EUR 0.70, APART FROM THE DIVIDEND OF EUR 0.125 ALREADY PAID, WILL BE PAID ON 18 MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID D IVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT 6. ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS 7. ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS 8. ELECT MR. DIEGO VALLE AS A DIRECTOR FOR A PERIOD Management OF 3 YEARS 9. ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management A PERIOD OF 3 YEARS 10. ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS 11. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY 2004, TO BUY BACK THE COMPANY S SHARES ON THE ON THE OPEN M ARKET AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 100.00; MAX IMUM NUMBER OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND AUTH ORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 12. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY 2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR SEVERAL TRANSAC TIONS, BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES 13. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFER RED SUBSCRIPTION RIGHTS MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES GIV ING ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESO LUTIONS 14, 15, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; BY WAY O F CAPITALIZING ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS, PROVIDED THA T SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED O UT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXIS TING SHARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED THE AGGREGATE A MOUNT OF THE SUMS WHICH CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE A MOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AN D AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLI SH ALL NECESSARY FORMALITIES 14. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT THE SHAREHOLDERS PRE FERRED SUBSCRIPTION RIGHTS, ORDINARY SHARES AND, OR ANY SECURITIES GIVING ACCE SS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL AMOUNT O F THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 15, 16, 17, 18, 19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GI VEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE A LL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 15. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF SHARES AND ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY, EITHER IN CONSIDERATION FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY; OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 16, 17, 18, 19 OR 20 SHALL COUN T AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUT HORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH AL L NECESSARY FORMALITIES 16. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING WITH THE ISS UE, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF PREFER RED SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE MAXIMUM NOMINAL VAL UE OF THE CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS DELEGATION SHALL NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTIN G FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 15, 17, 18, 19 OR 20 SHA LL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMP LISH ALL NECESSARY FORMALITIES 17. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING WITH THE ISS UE, WITHOUT THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF PRE FERRED SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR ANY SECURITIES GIVING THE RIGHT TO PREFERENCE SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY; THE MAX IMUM NOMINAL VALUE OF THE CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS DELEG ATION SHALL NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE CAPITAL IN CREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 15, 16, 18, 19 OR 20 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEA SURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 18. AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY GRANTED AT THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY CASH, IN FAVO R OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED 3% OF THE SHARE CAPITAL ; THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES R ESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16, 17 , 19 OR 20; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS 19. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE EMPLO YEES OR THE OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES, PROVIDED THAT THEY SH ALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT AG AINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16, 17, 18 OR 20; AUTHORITY IS G IVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 20. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, WITH THE ISSUE OF ORDINARY SHA RE OR ANY OTHER SECURITIES GIVING ACCESS TO THE CAPITAL OR THE RIGHT TO A DEBT SECURITY, WITHOUT THE SHAREHOLDERS PREFERRED RIGHTS IN THE FAVOR OF CREDIT I NSTITUTIONS OR THE COMPANIES GOVERNED BY THE CODE OF INSURANCES; THE MAXIMUM N OMINAL VALUE OF CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS DELEGATION SHAL L NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RE SULTING FROM THE ISSUANCES SET FORTH IN THE RESOLUTIONS NUMBER 13, 14, 15, 17, 18 OR 19 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- LVMH MOET HENNESSY LOUIS VUITTON, PARIS MIX Meeting Date: 05/12/2005 Issuer: F58485115 ISIN: FR0000121014 BLOCKING SEDOL: 2731364, 4061412, 4061434, 4067119, 4617439, B043D61 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 227087, DUE TO THE CANCELL ATION OF 2 RESOLUTIONS AND SOME RESOLUTIONS BEING MODIFIED. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT O N THIS MEETING NOTICE. THANK YOU. O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2004, IN THE FORM P RESENTED TO THE MEETING O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS, Management THE CHAIRMAN OF THE BOARD O F DIRECTORS AND THE STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND T HE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING; GRAN T PERMANENT DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERFORM ANCE OF THEIR DUTIES DURING THE SAID FY O.3 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON THE AGREEMENTS GOVERNED BY T HE ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.4 ACKNOWLEDGE THE DRAWING OF THE AMOUNT OF EUR Management 4,987,500.00 UPON THE RETAINED EA RNINGS ACCOUNT ON 31 DEC 2004, PURSUANT TO THE ARTICLE 39 OF THE AMENDED FINAN CE LAW FOR 2004; THIS AMOUNT CORRESPONDS TO THE EXTRAORDINARY AND COMPULSORY T AX OF 2.5% UPON THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS; FOLLOWING THIS THE RETAINED EARNINGS ACCOUNT IS REDUCED TO EUR 927,138,052.53; APPROVE, PURS UANT TO THE ABOVE ARTICLE, TO TRANSFER THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCO UNT; AN AMOUNT OF EUR 4,987,500 WILL BE DRAWN UPON THIS RESERVE, FROM THE EXTR AORDINARY TAX OF 2.5% IN ORDER TO REBUILD THE BALANCE OF THE RETAINED EARNINGS , THUS AMOUNTING TO EUR 932,125,552.53 O.5 APPROVE THE APPROPRIATION OF PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 1,011 ,081,163.78; LEGAL RESERVE: - PRIOR RETAINED EARNINGS: EUR 932,125,552.53; DIS TRIBUTABLE PROFITS: EUR 1,943,206,716.31; SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS: NIL; STATUTORY DIVIDEND: EUR 7,349,061.15; ADDITIONAL DIVIDEND: EUR 45 8,091,478.35; PRECOMPTE: EUR 3,061,369.00; CARRIED FORWARD ACCOUNT : EUR 1,474 ,704,807.81; IF THESE APPROPRIATIONS ARE ADOPTED THE DIVIDEND WILL AMOUNT TO E UR 0.95 PER SHARE; THE REMAINING DIVIDEND OF EUR 0.70, WILL BE PAID ON 18 MAY 2005; IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE RE TAINED EARNINGS ACCOUNT O.6 ELECT MR. NICOLAS BAZIRE AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS O.7 ELECT MR. ANTONIO BELLONI AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS O.8 ELECT MR. DIEGO DELLA VALLE AS A DIRECTOR FOR Management A PERIOD OF 3 YEARS O.9 ELECT MR. JACQUES FRIEDMAN AS A DIRECTOR FOR Management A PERIOD OF 3 YEARS O.10 ELECT MR. GILLES HENNESY AS A DIRECTOR FOR A Management PERIOD OF 3 YEARS O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE CGM MEETING OF 13 MAY 2004, TO BUY BACK THE COMPANY S SHARES ON THE ON THE OPEN M ARKET AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 100.00; MAX IMUM NUMBER OF SHARES TO BE TRADED: 10%; MAXIMUM TOTAL AMOUNT OF THE PURCHASES : EUR 4,900,000,000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND AUTH ORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 13 MAY 2004, TO REDUCE THE SHARE CAPITAL, IN ONE OR SEVERAL TRANSAC TIONS, BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000.00, BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFER RED SUBSCRIPTION RIGHTS MAINTAINED, ORDINARY SHARES AND, OR ANY SECURITIES GIV ING ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESO LUTIONS 14, 15, 16, 17, OR 18, SHALL COUNT AGAINST THIS AMOUNT; BY WAY OF CAPI TALIZING ALL OR PART OF THE RESERVES, PROFITS OR, PREMIUMS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT THR OUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING S HARES, BY A MAXIMUM NOMINAL AMOUNT, WHICH CAN NOT EXCEED THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN BE CAPITALIZED; THIS AMOUNT WILL BE ADDED TO THE AMOUNT OF EUR 30,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTH ORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY OF THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACT IONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT OF EUR 30,000,000.00, BY WAY OF ISSUING, WITHOUT THE SHAREHOLDERS PRE FERRED SUBSCRIPTION RIGHTS, ORDINARY SHARES AND, OR ANY SECURITIES GIVING ACCE SS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL AMOUNT O F THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 15, 16, 17, OR 18 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN ONE OR MORE TRANSACTIONS, WITH THE ISSUE OF SHARES AND ANY SECURITIES GIVING ACCESS TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY, EITHER IN CONSIDERATION FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY; OR, WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 16, 17, OR 18 SHALL COUNT AGAIN ST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECES SARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING WITH THE ISS UE, WITHOUT THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF PRE FERRED SHARES WITH OR WITHOUT VOTING RIGHTS AND, OR ANY SECURITIES GIVING THE RIGHT TO PREFERENCE SHARES TO WHICH COULD BE ATTACHED A DEBT SECURITY; THE MAX IMUM NOMINAL VALUE OF THE CAPITAL INCREASES TO BE CARRIED OUT UNDER THIS DELEG ATION SHALL NOT EXCEED EUR 30,000,000.00; THE NOMINAL AMOUNT OF THE CAPITAL IN CREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS 13, 14, 15, 17 O R 18 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY IS GIVEN FOR A PERIOD OF 26 M ONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AN D ACCOMPLISH ALL NECESSARY FORMALITIES E.17 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF THE AUTHORITY GRANTED AT THE CGM MEETING OF 15 MAY 2004, TO INCREASE THE SHARE CAPITAL BY CASH, IN FAVO R OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AND FOR AN AMOUNT WHICH SHALL NOT EXCEED 3% OF THE SHARE CAPITAL ; THE AMOUNT SHALL COUNT AGAINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES R ESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16, OR 18; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS E.18 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE EMPLO YEES OR THE OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES, PROVIDED THAT THEY SH ALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; THE AMOUNT SHALL COUNT AG AINST THE NOMINAL AMOUNT OF THE CAPITAL INCREASES RESULTING FROM THE ISSUANCES SET FORTH IN RESOLUTIONS NUMBER 13, 14, 15, 16 OR 17; AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting NUMBERING. IF YOU HAVE ALRE ADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- MEGGITT PLC AGM Meeting Date: 05/12/2005 Issuer: G59640105 ISIN: GB0005758098 SEDOL: 0575809, 5607741 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ANNUAL ACCOUNTS FOR THE Management For FYE 31 DEC 2004 TOGETHER WITH TH E REPORTS OF THE DIRECORS AND THE AUDITORS THEREON THE ANNUAL REPORTS AND ACC OUNTS 2. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For THE ANNUAL REPORT AND ACCOUNTS 3. APPROVE THE RECOMMENDATION OF THE DIRECTORS AS Management For TO A FINAL DIVIDEND FOR THE YE 31 DEC 2004 OF 4.80 PENCE FOR EACH ORDINARY SHARE IN THE COMPANY AND, IF THOUG HT FIT, TO DECLARE A DIVIDEND ACCORDINGLY 4. RE-ELECT MR. D. A. ROBINS AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATIO N IN ACCORDANCE WITH ARTICLE 75 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. T. TWIGGER AS A DIRECTOR OF THE Management For COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 75 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY TO HOLD O FFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT MEE TING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 7. AUTHORIZE THE DIRECTORS TO SET THE FEES PAID Management For TO THE AUDITORS 8. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For RELEVANT SECURITIES CONFERRE D ON THE BOARD BY ARTICLE 4(B) OF THE COMPANY S ARTICLES OF ASSOCIATION, THAT THE PERIOD ENDING ON THE DATE OF THE AGM IN 2006 OR, IF EARLIER, ON THE DATE F IFTEEN MONTHS AFTER THE PASSING OF THIS RESOLUTION SHALL BE A PRESCRIBED PERIO D FOR THE PURPOSES OF ARTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION, AND THAT FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 7,161,350 S.9 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For 8, THE AUTHORITY AND POWER TO AL LOT EQUITY SECURITIES CONFERRED ON THE BOARD BY ARTICLE 4(C) OF THE COMPANY S ARTICLES OF ASSOCIATION BE AND IS HEREBY RENEWED, THAT THE PERIOD ENDING ON TH E DATE OF THE AGM IN 2006 OR, IF EARLIER, ON THE DATE FIFTEEN MONTHS AFTER THE PASSING OF THIS RESOLUTION SHALL BE A PRESCRIBED PERIOD FOR THE PURPOSES OF A RTICLE 4 OF THE COMPANY S ARTICLES OF ASSOCIATION, AND THAT FOR SUCH PERIOD TH E SECTION 80 AMOUNT SHALL BE GBP 1,074,200 10. APPROVE, IN ACCORDANCE WITH ARTICLE 86 OF THE Management For COMPANY S ARTICLES OF ASSOCIATIO N, THE MAXIMUM AGGREGATE AMOUNT OF FEES THE COMPANY MAY PAY TO THE DIRECTORS F OR THEIR SERVICES AS DIRECTORS BE INCREASED TO GBP 350,000 PER ANNUM 11. AUTHORIZE THE BOARD: (A) TO EXERCISE THE POWER Management For CONTAINED IN ARTICLE 129 OF THE COMPANY S ARTICLES OF ASSOCIATION SO THAT, TO THE EXTENT DETERMINED BY THE BO ARD, THE HOLDERS OF ORDINARY SHARES IN THE COMPANY BE PERMITTED TO ELECT TO RE CEIVE NEW ORDINARY SHARES IN THE COMPANY CREDITED AS FULLY PAID INSTEAD OF CAS H IN RESPECT OF OR PART OF ANY DIVIDEND WHETHER DECLARED OR PAYABLE IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING ON OR PRIOR TO 31 DEC 2009 AND (B) TO DETERMINE THE BASIS OF ALLOTMENT OF NEW ORDINARY SHARES IN THE COMPANY SO THAT, AS NEARLY AS MAY BE CONSIDERED CONVENIENT WITHOUT INVOLVING ROUNDING UP OF FRACTIONS, THE VALUE OF THE NEW ORDINARY SHARES INCLUDING A FRACTITIONA L ENTITLEMENT TO BE ALLOTTED CALCULATED BY REFERENCE TO THE AVERAGE QUOTATI ON OR THE NOMINAL VALUE OF THE NEW ORDINARY SHARES, IF GREATER EQUALS DISREG ARDING AN ASSOCIATED TAX CREDIT THE AMOUNT OF THE DIVIDEND WHICH WOULD OTHERW ISE HAVE BEEN RECEIVED BY THE HOLDER OF ORDINARY SHARES THE RELEVANT DIVIDEND FOR THIS PURPOSE THE AVERAGE QUOTATION OF EACH OF THE NEW ORDINARY SHARES IS THE AVERAGE OF THE CLOSING MIDDLE- MARKET QUOTATIONS FOR A FULLY PAID ORDINAR Y SHARE DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE ON T HE BUSINESS DAY ON WHICH THE ORDINARY SHARES ARE FIRST QUOTED EX THE RELEVAN T DIVIDEND AND THE FOUR SUBSEQUENT BUSINESS DAYS 12. APPROVE THE MEGGITT EQUITY PARTICIPATION PLAN Management For 2005 13. APPROVE THE MEGGITT EXECUTIVE SHARE OPTION SCHEME Management For 2005 14. AUTHORIZE THE DIRECTORS TO ESTABLISH FUTURE SCHEMES Management For FOR THE BENEFIT OF EMPLOYE ES OUTSIDE THE UNITED KINGDOM BASED ON THE MEGGITT EQUITY PARTICIPATION PLAN 2 005 AND THE MEGGITT EXECUTIVE SHARE OPTION SCHEME 2005, MODIFIED TO THE EXTENT NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF NON-UNITED KINGDOM TAX, SECURITIES AND EXCHANGE CONTROL LAWS AND REGULATIONS, PROVIDED THAT SUCH SCHEMES MUST OPE RATE WITHIN THE LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION SUMMARIZED IN TH E APPENDIX TO THIS NOTICE * TRANSACT ANY OTHER ORDINARY BUSINESS OF AN AGM Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- RYANAIR HOLDINGS PLC EGM Meeting Date: 05/12/2005 Issuer: G7727C137 ISIN: IE0031117611 SEDOL: 3111761, 3113864, 7297162, B01ZL22 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE 2005 BOEING CONTRACT AS SPECIFIED; Management AND AUTHORIZE THE DIRECTORS TO WAIVE, AMEND, VARY OR EXTEND THE TERM OF THE 2005 BOEING CONTRACT AND ANY AGRE EMENTS AND ARRANGEMENT ANCILLARY TO IT AND TO DO ALL SUCH THINGS AS THEY CONSI DER TO BE NECESSARY OR EXPEDIENT TO COMPLETE OR GIVE EFFECT TO, OR OTHERWISE I N CONNECTION WITH, THE 2005 BOEING CONTRACT AND ANY MATTERS INCIDENTAL TO IT, PROVIDED THAT NO MATERIAL AMENDMENT SHALL BE MADE TO THE TERMS OF THE 2005 BOE ING CONTRACT - ----------------------------------------------------------------------------------------------------------------------------- SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVERARBEITUNG, WALLDORF/BADEN OGM Meeting Date: 05/12/2005 Issuer: D66992104 ISIN: DE0007164600 BLOCKING SEDOL: 4616889, 4846288, 4882185, B02NV69 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTION Management OF THE PROFIT OF EUR 1,351,306,0 27.78 AS FOLLOWS : PAYMENT OF A DIVIDED EUR 1.10 PER ENTITLED SHARE THE REMAIN DER SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE 13 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management FRANKFURT/BERLIN AS THE AUDITO RS FOR THE FY 2005 6. ELECT DR. ERHARD SCHIPPOREIT AS OFFICER FOR THE Management SUPERVISORY BOARD 7. AMEND THE ARTICLE OF ASSOCIATION AS FOLLOWS: Management SECTION 4(1), THE INCREASE OF THE SHARE CAPITAL TO EUR 316,003,600 DUE TO CONVERTED AND OPTION RIGHTS HAVING BE EN EXERCISED SECTION 4(5), REGARDING THE REVOCATION OF THE CONTINGENT CAPITAL IIA SECTION 4(7), REGARDING THE REDUCTION OF THE CONTINGENT CAPITAL III A TO E UR 9,384,974 8. AMEND SECTION 1(1) OF THE ARTICLE OF ASSOCIATION Management REGARDING THE COMPANY S NAME BEING CHANGED TO SAP AG 9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SH AREHOLDERS MEETINGS AS FOLLOWS: SECTION 3 REGARDING ANNOUNCEMENTS OF THE COMPA NY BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE OR ON THE COMPANY S WEBSI TE; SECTION 17(3), REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER TH AN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING; SECTION 18, REGARDING SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF THEI R ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING R IGHTS, SECTION 20(2), REGARDING THE CHAIRMAN OF THE SHAREHOLDERS MEETING BEING AUTHORIZED TO LIMIT THE TIME FOR QUESTIONS AND ANSWERS AT SHAREHOLDERS MEETIN GS 10. APPROVE TO RENOVATE THE AUTHORIZED CAPITAL, CREATION Management OF NEW AUTHORIZED CAPITAL AND THE CORRESPONDENCE AMENDMENTS TO THE ARTICLES OF ASSOCIATION; THE EXISTIN G AUTHORIZED CAPITAL I AND II SHALL BE REVOKED; AUTHORIZE THE BOARD OF MANAGIN G DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE C APITAL BY UP TO EUR 60,000,000 THROUGH THE ISSUE OF NEW VOTING ORDINARY SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY 2010 AUTHORIZED CAPITAL I ; SHA REHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS; AU THORIZE THE BOARD OF MANAGING DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BO ARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 60,000,000 THROUGH THE ISSUE O F NEW VOTING ORDINARY SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 11 MAY 2010 AUTHORIZED CAPITAL I ; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR THE RESIDUAL AMOUNTS, FOR A CAPITAL INCREASE OF UP TO 10% OF THE SHARE CAPITAL AGAINST CASH PAYMENT IF THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND OF THE ISSUE OF SHARES AGAINST PAYMENT IN KIND 11. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE SHARES OF THE COMPANY OF UP TO EUR 30,000,000 THROUGH THE STOCK EXCHANGE AT A PRICE NEITHER MORE THAN 1 0%; ABOVE NOR MORE THAN 20% BELOW, THE MARKET PRICE OF THE SHARES, OR BY WAY O F REPURCHASE OFFER AT A PRICE NOT DEVIATING MORE THAN 20%, FROM THE MARKET PRI CE OF THE SHARES, ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD OF MANAGING DI RECTORS TO SELL THE SHARES ON THE STOCK EXCHANGE AND TO OFFER THEM THE SHARE H OLDER FOR SUBSCRIPTION; THE BOARD SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN ANOTHER MANNER IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARK ET PRICE, TO USE THE SHARES FOR ACQUISITION PROPOSES OR WITHIN THE SCOPE OF TH E COMPANY STOCK OPTION AND LONG TERM INCENTIVE PLANS AND TO RETIRE THE SHARES RETIRE THE SHARES 12. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management USE CALL AND PUT OPTIONS FOR THE PURPOSE OF THE ACQUISITION OF OWN SHARES AS PER ITEM 11 ENTITLED TO VOTE ARE T HOSE SHAREHOLDERS WHOSE SHARES ARE BLOCKED WITH US FROM 04 MAY 2005, UNTIL THE CLOSE OF THE MEETING * PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN Non-Voting CODED FIRST. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- SCHNEIDER ELECTRIC SA EGM Meeting Date: 05/12/2005 Issuer: F86921107 ISIN: FR0000121972 BLOCKING SEDOL: 4834108, 5395875, 7165463 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 12 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FO R THE YEAR 2004 O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.4 APPROVE THE CREDIT UNAPPROPRIATED RETAINED EARNINGS Management OF THE PRECOMPTE FOR THE D IVIDENDS FOR THE YEAR 2004 OF EUR 932,624.85; THE UNAPPROPRIATED RETAINED EARN INGS THEN AMOUNTS TO EUR 170,171,884.77; THE DISTRIBUTABLE PROFIT, GIVEN THE P ROFITS FOR THE FISCAL YEAR OF EUR 558,767,442.39 AND THE UNAPPROPRIATED RETAIN ED EARNINGS, AMOUNTING TO EUR 728,939,327.16, IS ALLOCATED AS FOLLOWS: DIVIDEN D: EUR 407,149,518.60 CARRY FORWARD ACCOUNT: EUR 321,789,808.56 A DIVIDEND OF EUR 1.80 PER SHARE OF EUR 8.00 WILL BE PAID. THE AMOUNT OF THE UNPAID DIVIDEND WILL BE ALLOCATED TO THE CARRY FORWARD ACCOUNT O.5 APPOINT MR. M. SERGE WEINBERG AS A DIRECTOR FOR Management A PERIOD OF 4 YEARS IN ORDER T O REPLACE MR. M. HANS FRIDERICHS O.6 APPROVE THE RESIGNATION OF THE CAISSE DES DEPOTS Management ET CONSIGNATIONS AS THE DIREC TOR AND APPOINT MR. M. JEROME GALLOT FOR A PERIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management HENRI LACHMANN AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management RENE BARBIER DE LA SERRE AS A DI RECTOR FOR A PERIOD OF 4 YEARS O.9 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 800,000.00 Management TO THE MEMBERS OF THE BOA RD OF DIRECTORS O.10 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00; MINIMUM SALE PRICE: E UR 50.00; MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTH S E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL BY A MAXIMUM NO MINAL AMOUNT OF EUR 500,000,000.00, BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION MAINTAINED, ORDINARY SHARES AND ANY SECURI TIES WHATSOEVER WITH A RIGHT TO THE CORPORATION S EQUITY; AUTHORITY EXPIRES A T THE END OF 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,500,000,000.00; AND AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS AND AT ITS SOLE DISCR ETION BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR PREMIUMS, IN THE FOR M OF ALLOCATION OF FREE SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING S HARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management THE SHARE CAPITAL BY A MAXIMUM N OMINAL AMOUNT OF EUR 300,000,000.00, BY WAY OF ISSUING, WITH WAIVER OF SHAREHO LDERS PREFERENTIAL RIGHT OF SUBSCRIPTION, ORDINARY SHARES OR ANY SECURITIES W HATSOEVER GIVING ACCESS TO THE SHARE CAPITAL; AUTHORITY EXPIRES AT END OF 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,50 0,000,000.00 E.13 APPROVE THAT THE ISSUANCE OF SHARE STIPULATED Management IN RESOLUTION E.12 WILL BE USED IN CONSIDERATION FOR CONTRIBUTIONS OF SHARES IN THE EVENT OF A PUBLIC EXCHANGE OFFER AND AUTHORIZES, FOR A PERIOD OF 26 MONTHS, THE BOARD OF DIRECTORS TO IN CREASE THE SHARE CAPITAL, FOR AN AMOUNT WHICH SHALL NOT EXCEED 10% OF THE SHAR E CAPITAL IN CONSIDERATION OF CONTRIBUTIONS IN KIND COMPRISED OF EQUITY SECURI TIES OR SECURITIES GIVING ACCESS TO THE CAPITAL E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVINGS PLAN; THE EMPLOYEES PREFERENTIAL RIGHT OF S UBSCRIPTION IS SUPPRESSED; AUTHORITY EXPIRES AT THE END OF 5 YEARS AND SHALL NOT EXCEED 5% OF THE SHARE CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS TO T AKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 APPROVE TO ALLOCATE FREE COMPANY S EXISTING SHARES Management OR TO BE ISSUED TO THE COMP ANY S EMPLOYEES AND OFFICERS, IT BEING PROVIDED THAT THEY SHALL NOT EXCEED 2% AND 3% OF THE COMPANY S SHARE; THE ISSUANCE OF NEW SHARES WILL BE CARRIED OUT BY INCORPORATION OF RESERVES, INCOME, SHARE PREMIUMS; AUTHORITY EXPIRES AT TH E END OF 38 MONTHS AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS : PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIA NS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN C APACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY C ARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTI ONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOU NT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WI LL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU - ----------------------------------------------------------------------------------------------------------------------------- STE DES AUTOROUTES DU SUD DE LA FRANCE, PARIS MIX Meeting Date: 05/12/2005 Issuer: F05334101 ISIN: FR0005512555 BLOCKING SEDOL: 7327274, B02PRC3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: O.1 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENT AND THE BALANCE SHEET FOR THE YEAR 2004, AND GRANT DISCHARGE TO THE DIRECTORS FOR THE PERFORM ANCE OF THEIR DUTIES DURING THE SAID FY O.2 APPROVE THE RECOMMENDATION OF THE BOARD OF DIRECTORS Management TO APPROPRIATE THE PROFIT S AMOUNTING TO EUR 294,453,621.53 AS FOLLOWS: DIVIDEND EUR 240,217,121.04 CONS EQUENTLY, THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.04 PER SHARE, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WILL BE P AID ON 25 MAY 2005; APPROPRIATE THE BALANCE OF EUR 54,236,500 TO THE RETAINED EARNINGS ACCOUNT; FOLLOWING THIS APPROPRIATION THE RETAINED EARNINGS ACCOUNT W HICH SHOWED A BALANCE OF EUR 2,326,880,297.70 AS OF 31 DEC 2003 WILL SHOW A NE W BALANCE OF EUR 2,381,116,798.19 AS OF 10 MAR 2005 AS ACKNOWLEDGED BY THE OGM , THE SHARE CAPITAL WAS COMPOSED OF 230,978,001 SHARES; IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON THE DATE THE DIVIDEND IS PAID, THE AMO UNT OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED E ARNINGS ACCOUNT O.3 APPROVE THAT AS REQUIRED BY LAW IT IS RECALLED Management THAT FOR THE LAST 3 FINANCIAL Y EARS THE DIVIDENDS PAID, WERE AS FOLLOWS: THE FOR FY 2001, NO DIVIDEND HAS BEE N PAID; FOR FY 2002: EUR 0.46 WITH A TAX CREDIT OF EUR 0.23 FOR FY 2003 EUR 0. 69 WITH A TAX CREDIT OF EUR 0.345 O.4 APPROVE, PURSUANT TO ARTICLE 39 OF THE AMENDED Management FINANCE LAW FOR 2004, TO TRANSF ER THE AMOUNT OF EUR 1,493,267.09 POSTED TO THE SPECIAL RESERVE OF LONG-TERM C APITAL GAINS TO THE OTHER RESERVES ACCOUNT O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY; GRANT PERMANENT DIS CHARGE TO THE DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPOR T AND THE AGREEMENTS REFERRED TO THEREIN O.7 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, IN ONE OR MORE TRANSACTIONS, BY ACQUISITION OF BLOCKS EITHER BY OPTION S OR BONDS, IF NECESSARY IN PERIOD OF TAKEOVER BID OR EXCHANGE OF ITS OWN SHAR ES AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00, MINIMUM SALE PRICE: EUR 25.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE UNUSED PORTION, THE DELE GATION SET FORTH IN RESOLUTION NUMBER 6 AND GIVEN BY THE CGM OF 13 MAY 2004; A ND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES O.8 APPROVE TO CANCEL, FOR THE UNUSED FRACTION AND Management THE REMAINING PERIOD, THE DELEG ATION SET FORTH IN RESOLUTION NUMBER 7 AND GIVEN BY THE GENERAL MEETING OF 29 APRIL 2003 REFERRING TO THE ISSUANCE OF ORDINARY BONDS AND OTHER SIMILAR INSTR UMENTS O.9 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 240,000.00 Management TO THE DIRECTORS O.10 RATIFY THE CO-OPTATION OF THE COMPANY VINCI AS Management A DIRECTOR FOR A PERIOD OF 3 YE ARS O.11 RATIFY THE CO-OPTATION OF MR. M HUBERT DU MENSIL Management AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.12 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW E.13 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPL OYEES OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE END OF 38 MONTHS E.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOUR OF THE COMPANY S EMPLOYEES AND FORMER EMPLOYEES WHO A RE MEMBERS OF A COMPANY SAVINGS PLAN WITH CANCELLATION OF SHAREHOLDERS PREFER ENTIAL SUBSCRIPTION RIGHTS BY ISSUING NEW CASH SHARES OR BY WAY OF CAPITALIZIN G RETAINED EARNINGS, INCOME OR PREMIUMS AND FREE ALLOCATION OF SHARES IN FAVOU R OF THE ABOVE MENTIONED EMPLOYEES AND FORMER EMPLOYEES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED EUR 1,000,000 .00; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOM PLISH ALL NECESSARY FORMALITIES E.15 AMEND ARTICLE 2 OF THE ARTICLES OF ASSOCIATION: Management BUSINESS PURPOSE E.16 AMEND ARTICLE 5 OF THE ARTICLES OF ASSOCIATION: Management SHARE CAPITAL E.17 AMEND ARTICLE 6 OF THE ARTICLES OF ASSOCIATION: Management SHARE CAPITAL INCREASES E.18 AMEND ARTICLE 9 OF THE ARTICLES OF ASSOCIATION: Management FORM OF SHARES E.19 AMEND ARTICLE 11 OF THE ARTICLES OF ASSOCIATION: Management TRANSFER OF SHARES E.20 AMEND ARTICLE 16 OF THE ARTICLES OF ASSOCIATION: Management ORGANIZATION AND DELIBERATION S OF THE BOARD OF DIRECTORS E.21 AMEND ARTICLE 17 OF THE ARTICLES OF ASSOCIATION: Management POWERS OF THE BOARD OF DIRECT ORS E.22 AMEND ARTICLE 20 OF THE ARTICLES OF ASSOCIATION: Management REGULATED AGREEMENTS E.23 AMEND ARTICLE 24 OF THE ARTICLES OF ASSOCIATION: Management DIFFERENT FORMS OF GENERAL ME ETINGS E.24 AMEND ARTICLE 26 OF THE ARTICLES OF ASSOCIATION: Management AGENDA OF THE GENERAL MEETING S E.25 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- SWIRE PACIFIC LTD AGM Meeting Date: 05/12/2005 Issuer: Y83310105 ISIN: HK0019000162 SEDOL: 5675607, 6867748, 6868633, B01DRW8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. DECLARE FINAL DIVIDENDS Management For 2.1 RE-ELECT MR. M. CUBBON AS A DIRECTOR Management For 2.2 RE-ELECT MR. BARONESS DUNN AS A DIRECTOR Management Against 2.3 RE-ELECT MR. C. LEE AS A DIRECTOR Management For 2.4 ELECT MR. C.C. SZE AS A DIRECTOR Management For 2.5 ELECT MR. V.H.C. CHENG AS A DIRECTOR Management For 3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 4. GRANT A GENERAL MANDATE FOR SHARE REPURCHASE Management For 5. GRANT A GENERAL MANDATE TO ISSUE AND DISPOSE Management Against OF ADDITIONAL SHARES IN THE COMPA NY 6. APPROVE TO ADD SHARES REPURCHASED TO THE GENERAL Management For MANDATE TO ISSUE AND DISPOSE OF SHARES IN THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- TITAN CEMENT CO OGM Meeting Date: 05/12/2005 Issuer: X90766126 ISIN: GRS074083007 BLOCKING SEDOL: 4888280, 5453201, B01NXT7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE BOARD OF DIRECTORS AND THE AUDITORS Management REPORTS ON THE ANNUAL FINANCI AL STATEMENTS, PARENT AND CONSOLIDATED, FOR THE FY 2004 2. APPROVE THE ANNUAL FINANCIAL STATEMENTS, PARENT Management AND CONSOLIDATED, FOR THE FY 2 004 AND PROFITS APPROPRIATION 3. GRANT DISCHARGE OF THE BOARD OF DIRECTORS MEMBERS Management AND THE AUDITORS FROM ANY LI ABILITY FOR INDEMNITY FOR THE FY 2004 4. APPROVE THE BOARD OF DIRECTORS REMUNERATION AND Management EMOLUMENTS 5. ELECT THE AUDITORS, REGULAR AND SUBSTITUTE, FOR Management THE COMPANIES FINANCIAL AUDIT FOR THE YEAR 2004 AND DETERMINE THEIR FEES 6. APPROVE TO PURCHASE THE COMPANY S OWN SHARES, Management COMMON AND PREFERENTIAL, VIA ATH EX, ACCORDING TO ARTICLE 16 PARAGRAPH 5 OF THE COD. LAW 2190/1920 - ----------------------------------------------------------------------------------------------------------------------------- UNITED BUSINESS MEDIA PLC AGM Meeting Date: 05/12/2005 Issuer: G92272106 ISIN: GB0030224215 SEDOL: 3022421, B06MPM6, B06VGK8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND ACCOUNTS FOR THE YE 31 DEC 2 004 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management Against 3. DECLARE A DIVIDEND Management For 4. ELECT MR. CHRISTOPHER HYMEN AS A DIRECTOR Management For 5. ELECT MR. SANDY LEITCH AS A DIRECTOR Management For 6. ELECT MR. DAVID LEVIN AS A DIRECTOR Management For 7. RE-ELECT MR. CHARLES GREGSON AS A DIRECTOR Management For 8. RE-ELECT MR. NIGEL WILSON AS A DIRECTOR Management For 9. RE-ELECT MR. JONATHAN NEWCOMB AS A DIRECTOR Management For 10. RE-ELECT MR. CHRIS POWELL AS A DIRECTOR Management Against 11. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For TO THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION S.12 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5 THE ACT , TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 33, 629,556 ORDINARY SHARES OF 25 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A M INIMUM PRICE OF 25 PENCE AND NOT MORE THAN 5% ABOVE THE AVERAGE MIDDLE MARKET QUOTATION FOR SUCH SHARES DERIVED FROM THE DAILY OFFICIAL LIST OF LONDON STOCK EXCHANGE, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER O F THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ANY Management For EXISTING AUTHORITIES, TO MAKE M ARKET PURCHASES SECTION 163(3) OF THE ACT OF B SHARES IN THE CAPITAL OF THE COMPANY OF UP TO 5,446,789 ORDINARY SHARES, AT A MINIMUM PRICE WHICH MAY BE PA ID FOR EACH B SHARE IS THE NOMINAL AMOUNT OF A B SHARE AND THE MAXIMUM PRICE I F 245 PENCE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CON TRACT TO PURCHASE B ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PA RTLY AFTER SUCH EXPIRY 14. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 6 OF THE COMPANY S ARTICLE S OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES UP TO A MAXIMUM NOMINAL AMOUNT OF GBP 28,024,630; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEX T AGM OF THE COMPANY OR 12 AUG 2006 ; AND THAT ALL PREVIOUS AUTHORITIES UNDER SECTION 80 OF THE ACT SHALL HENCEFORTH CEASE TO HAVE EFFECT S.15 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH ARTICLE Management For 7 OF THE COMPANY S ARTICLE S OF ASSOCIATION, TO ALLOT EQUITY SECURITIES FOR CASH AS IF SECTION 89(1) ACT DID NOT APPLY TO SUCH ALLOTMENT, TO ALLOT EQUITY SECURITIES WITHIN SECTION 94( 3A) OF THE ACT AS IF SECTION 89(1) OF THE AC NOT APPLY TO SUCH ALLOTMENT, THAT FOR THE PURPOSES OF PARAGRAPH (1)(B) OF ARTICLE 7 THE NOMINAL AMOUNT TO WHICH THESE POWERS ARE LIMITED SHALL BE GBP 4,203,694; AUTHORITY EXPIRES THE EARLI ER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 12 AUG 2006 S.16 AMEND THE ARTICLES 35(2)(F) AND ARTICLE 42 OF Management For THE ARTICLES OF ASSOCIATION OF T HE COMPANY 17. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION RELATES FOR THE PURPOSES OF PART XA OF THE ACT TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL EXPENDITURE UP TO A SUM NO EXCEEDING GBP 50,000 IN AGGREGATE; A UTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 - ----------------------------------------------------------------------------------------------------------------------------- VEOLIA ENVIRONNEMENT MIX Meeting Date: 05/12/2005 Issuer: F9686M107 ISIN: FR0000124141 BLOCKING SEDOL: 4031879, 4104704, 7188761, B0335V1, B03XMB0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 02 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 12 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 APPROVE THE BOARD OF DIRECTORS AND THE GENERAL Management REPORT OF THE STATUTORY AUDITOR S, THE FINANCIAL STATEMENTS FOR THE YEAR 2004 IN THE FORM PRESENTED TO THE MEE TING O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY IN THE FORM PRES ENTED TO THE MEETING O.3 APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES Management OF EUR 2,171,129.00 ERAL DES IMPOTS O.4 APPROVE TO TRANSFER THE AMOUNT OF EUR 200,000,000.00 Management FROM THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT OTHER RESERVES ACCO UNT BY 31 DEC 2005; FOLLOWING THIS TRANSFER, THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS WILL AMOUNT TO E UR 118,823,440.00; THE AMOUNT OF EUR 4,987,500.00 CORRESPONDING TO THE SPECIAL TAX WAS POSTED TO THE RETAINED EARNINGS ACCOUNT ON 31 DEC 2004, THUS RAISING THIS ACCOUNT TO EUR 461,037,241.00; THE AMOUNT OF THE SPECIAL TAX SHALL BE CHA RGED IN 2005 TO THE ORDINARY RESERVE ACCOUNT, THUS AMOUNTING TO EUR 195,012,50 0.00 O.5 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management AND RESOLVES TO APPROPRI ATE THE DISTRIBUTABLE PROFITS AS FOLLOWS: PROFITS FOR THE FY: EUR 525,658,051. 00 PRIOR RETAINED EARNINGS: EUR 461,037,241.00 DISTRIBUTABLE PROFITS: EUR 986, 695,292.00 TO BE ALLOCATED AS FOLLOWS: LEGAL RESERVE: EUR 26,282,903.00 GLOBAL DIVIDEND: EUR 276,366,948.00 CARRY FORWARD ACCOUNT: EUR 684,045,441.00 THE SH AREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.68 PER SHARE, ELIGIBLE FOR THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID ON 27 MAY 2005 O.6 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE FRENCH COMMERCIAL CODE O.7 APPROVE TO RENEW BARBIER FRINAULT AND CIE, ERNST Management AND YOUNG AS THE STATUTORY AU DITOR FOR A PERIOD OF 6 YEARS O.8 APPOINT THE FIRM AUDITEX AS THE DEPURY AUDITOR Management FOR A PERIOD OF 6 YEARS O.9 AUTHORIZES THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 37.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE SHARES COMPRISING THE SHARE CAPITAL; AND APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY E XPIRES AT THE END OF 18 MONTHS O.10 APPROVE TO CANCEL THE DELEGATION SET FORTH IN Management RESOLUTION O.7 AND GIVEN BY THE CGM OF 12 MAY 2004 IN ORDER TO ISSUE BONDS E.11 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management DIRECTORS TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT OF EUR 1,000,000,000.00 WITH THE ISSUE, WITH MAINTENANCE OF THE SHARE HOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION, OF SHARES NOT INCLUDING PREFERE NCE SHARES AND SECURITIES GIVING ACCESS TO THE COMPANY CAPITAL TO BE SUBSCRIB ED EITHER IN CASH OR BY THE OFFSETTING OF DEBTS, OR BY WAY OF CAPITALIZING RET AINED EARNINGS, INCOME OR PROFITS; IT IS WORTH NOTING THAT THE OVERALL NOMINAL MAXIMUM AMOUNT OF CAPITAL INCREASES CARRIED OUT UNDER THIS DELEGATION OF AUTH ORITY AND THE ONES OF RESOLUTIONS FROM E.12 TO E.17 IS SET AT EUR 2,700,000,00 0.00; THE GENERAL MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TA KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.12 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management DIRECTORS TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINA L AMOUNT OF EUR 1,000,000,000.00 WITH THE ISSUE, WITH WAIVER OF THE SHAREHOLDE RS PREFERENTIAL RIGHTS OF SUBSCRIPTION, OF SHARES NOT INCLUDING PREFERENCE S HARES AND SECURITIES GIVING ACCESS TO THE COMPANY CAPITAL TO BE SUBSCRIBED EI THER IN CASH OR BY THE OFFSETTING OF DEBTS, OR BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR PROFITS; THESE SECURITIES CAN NOTABLY BE ISSUED IN CONSID ERATION FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER; IT CANCELS ALL EAR LIER AUTHORIZATIONS TO THE SAME EFFECT; THE GENERAL MEETING DELEGATES ALL POWE RS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.13 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, BY A MAXIMUM NOMINAL AMOUNT OF EU R 370,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNINGS, PREMIUMS OR ANY OT HER CAPITALIZABLE ITEMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES O R THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES OR BY UTILIZING BOTH METHO DS; IT CANCELS ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT; THE GENERAL MEET ING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.14 APPROVE TO RESOLVE THAT, THE BOARD OF DIRECTORS Management MAY DECIDE TO INCREASE THE NUM BER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITH OUT THE PREFERENTIAL RIGHTS OF SUBSCRIPTION OF THE SHAREHOLDERS, WITHIN THE LI MIT OF 15% OF THE INITIAL ISSUE; THE NOMINAL AMOUNT OF CAPITAL INCREASES SET F ORTH IN THE PRESENT RESOLUTION SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION E.11 I.E. EUR 1,000,000,000.00; AUTHORITY EXPIRES AT THE END O F 26 MONTHS E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, BY WAY OF ISSUING SHARES AND SECURITIES GIVING ACCESS TO THE CA PITAL IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVING PLAN AND FOR AN AMOUNT WHICH SHALL NOT EXCEED EUR 15,000,000.00; IT CANCELS F OR THE PORTION UNUSED, ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AND TO PROC EED WITH ALLOCATIONS FREE SECURITIES GIVING ACCESS TO THE CAPITAL OR TO BE ISS UED, RESERVED FOR THE BENEFICIARIES ABOVE MENTIONED; AUTHORIZE THE BOARD OF DI RECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE S; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.16 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS, TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, OP TIONS GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE. OR TO PURCHASE EXISTING SHARES PURCH ASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT FIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 1% OF THE SHARE CAPITAL; IT CA NCELS FOR THE PORTION UNUSED, ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT; A UTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.17 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED NOT INCLUDING PREFERENCE SHARES , IN FAVOUR OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES OR THE OFFICE RS PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 0.5% OF THE SHARE CAPITAL; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 14 MONTHS O.18 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management REDUCE THE SHARE CAPITAL BY CANC ELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK PURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; IT CANCELS FOR THE PORTION UNUSED, ALL EARLIER AUTH ORIZATIONS TO THE SAME EFFECT; APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT IES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.19 APPROVE TO SET 1% OR A MULTIPLE OF THIS FRACTION Management THE OBLIGATION OF DECLARATION OF EXCEEDING THE THRESHOLD AND TO MAKE EASIER THE PROVISIONS REFERRING TO THE IDENTIFICATION OF THE COMPANY S SHAREHOLDERS; AND AMEND THE ARTICLE ASSOCIATI ON NUMBER 9 O.20 GRANT ALL POWERS TO BEARER OF A COPY OR AN EXTRACT Management OF THE MINUTES OF THIS MEET ING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRESCRIB ED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- WESTFIELD GROUP AGM Meeting Date: 05/12/2005 Issuer: Q97062105 ISIN: AU000000WDC7 SEDOL: B01BTX7, B020GC1, B037L04 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Non-Voting Non-Vote Proposal THE REPORTS FOR THE SHORTENED F YE 31 DEC 2004 2. APPROVE THE COMPANY S REMUNERATION REPORT FOR Management For THE SHORTENED FYE 31 DEC 2004 3. RE-ELECT MR. FREDERICK G. HILMER AO AS A DIRECTOR Management Against OF THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. RE-ELECT MR. DEAN R. WILLS AO AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 5. RE-ELECT MR. DAVID H. LOWY AM AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 6. RE-ELECT MR. FRANK P. LOWY AC AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES BY ROT ATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION S.7 AMEND THE CONSTITUTION OF WESTFIELD AMERICA TRUST Management For IN ACCORDANCE WITH THE PROVI SIONS OF THE SUPPLEMENTAL DEED POLL - WESTFIELD AMERICA TRUST SUPPLEMENTAL DE ED POLL AS SPECIFIED AND AUTHORIZE THE WESTFIELD AMERICA MANAGEMENT LIMITED T O EXECUTE THE SUPPLEMENTAL DEED POLL AND LODGE IT WITH THE AUSTRALIAN SECURITI ES AND INVESTMENTS COMMISSION S.8 AMEND THE CONSTITUTION OF WESTFIELD TRUST IN Management For ACCORDANCE WITH THE PROVISIONS OF THE SUPPLEMENTAL DEED POLL - WESTFIELD TRUST SUPPLEMENTAL DEED POLL AS SPEC IFIED AND AUTHORIZE THE WESTFIELD MANAGEMENT LIMITED TO EXECUTE THE SUPPLEMENT AL DEED POLL AND LODGE IT WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMI SSION - ----------------------------------------------------------------------------------------------------------------------------- WIENERBERGER AG AGM Meeting Date: 05/12/2005 Issuer: A95384110 ISIN: AT0000831706 BLOCKING SEDOL: 5699373, 5699384, B02Q812 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE APPROVE THE ANNUAL FINANCIAL STATEMENTS Management FOR THE FY 2004 AND THE SU MMARIZED CONSOLIDATED BUSINESS REVIEW AND BUSINESS REVIEW AS WELL AS THE REVIE W BY THE SUPERVISORY BOARD AND ALSO REVIEW OF MANAGEMENT SHARE WARRANT PLAN 2. APPROVE THE APPROPRIATION OF NET PROFITS Management 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management THE SUPERVISORY BOARD Y BOARD IN 2004 4. ELECT THE AUDITORS Management 5. ELECT THE SUPERVISORY BOARD Management 6. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE OWN Management SHARES ACCORDING TO PARAGRAPH 65.1 LINE 8 OF THE STOCK CORPORATION LAW TO THE HIGHEST LIMIT PERMITTED BY THE LAW AS WELL AS APPROPRIATION OF SHARES WHICH HAVE BEEN BOUGHT BACK WITHOUT TH E NEED FOR FURTHER RESOLUTIONS BY THE AGM FOR EITHER WITHDRAWAL OR RE-SALE OR THE IMPLEMENTATION OF A MANAGER PARTICIPATION SCHEME AND ALSO TO REALIZE OWN S HARES IN A DIFFERENT FASHION THAN VIA THE STOCK EXCHANGE OR VIA PUBLIC OFFER; AUTHORITY EXPIRES AT THE END OF 18 MONTHS - ----------------------------------------------------------------------------------------------------------------------------- BAE SYSTEMS PLC EGM Meeting Date: 05/13/2005 Issuer: G06940103 ISIN: GB0002634946 SEDOL: 0263494, 2100425, 5473759, B02S669 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THAT THE PROPOSED ACQUISITION OF UNITED Management DEFENSE INDUSTRIES, INC, PURSU ANT TO THE MERGER AGREEMENT AS DEFINED IN THE CIRCULAR TO SHAREHOLDERS OF THE COMPANY DATED 27 APR 2005 THE CIRCULAR AND THE ASSOCIATED AND ANCILLARY AR RANGEMENTS CONTEMPLATED BY THE MERGER AGREEMENT AND FOR DESCRIBED IN THE CIRCU LAR BE APPROVED AND AUTHORIZE THE DIRECTORS OF THE COMPANY OR ANY DULY AUTHOR IZED COMMITTEE THEREOF TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY OR APPROPRI ATE IN RELATION THERETO AND TO IMPLEMENT THE SAME WITH SUCH MODIFICATIONS, VAR IATIONS, REVISIONS, WAIVERS OR AMENDMENTS NOT BEING MODIFICATIONS, VARIATIONS , REVISIONS, WAIVERS OR AMENDMENTS WHICH ARE OF A MATERIAL NATURE AS THE DIRE CTORS OR ANY SUCH COMMITTEE MAY DEEM NECESSARY, EXPEDIENT OR APPROPRIATE 2. AUTHORIZE THE DIRECTORS OF THE COMPANY, PURSUANT Management TO ARTICLE 104(B) (1), AT ANY TIME AND FROM TIME TO TIME TO PROCURE OR PERMIT THE AGGREGATE AMOUNT FOR THE TIME BEING REMAINING OUTSTANDING OF ALL MONEY BORROWED BY THE GROUP AS DEFINE D IN ARTICLE 104(B) (1)) AND FOR THE TIME BEING OWING, SUBJECT AS PROVIDED IN ARTICLE 104, TO PERSONS OTHER THAN THE COMPANY AND ITS WHOLLY-OWNED SUBSIDIARI ES TO EXCEED THE LIMIT SET OUT IN THAT ARTICLE PROVIDED THAT SUCH AGGREGATE AM OUNT OUTSTANDING AND OWING SHALL NOT EXCEED ONE AND A HALF TIMES THE ADJUSTED CAPITAL AND TOTAL RESERVES AS DEFINED IN PARAGRAPH (II) OF THIS RESOLUTION ; II) IN THIS RESOLUTION: (A) ADJUSTED CAPITAL AND TOTAL RESERVES MEANS AT ANY M ATERIAL TIME A SUM EQUAL TO THE AGGREGATE OF: I) THE ADJUSTED CAPITAL ARID RES ERVES AS DEFINED IN ARTICLE 104(B)(2 ; II) THE SUMS IF ANY DEDUCTED IN THE CALCULATION THEREOF PURSUANT TO ARTICLES 104(B)(2)(VII); AND PROVIDED THAT AR TICLE 104(B)(2) SHALL BE CONSTRUED AS IF IT CONTAINED THE FOLLOWING ADDITIONAL PROVISION AFTER ARTICLE 104(B)(2)(VII): VIII) EXCLUDING POST-EMPLOYMENT ASSE TS AND LIABILITIES AS CALCULATED IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING S TANDARD IAS 19 - EMPLOYEE BENEFITS, AS FROM TIME TO TIME AMENDED, AND ANY ST ANDARDS, PRINCIPLES, PRACTICES OR RULES THAT MAY FROM TIME TO TIME, DIRECTLY O R INDIRECTLY, SUPPLEMENT OR REPLACE THIS STANDARD OR ANY PART OF IT, AND IX) E XCLUDING AMOUNTS RECOGNIZED IN ACCORDANCE WITH IAS 32 - FINANCIAL INSTRUMENTS: DISCLOSURE AND PRESENTATION IAS 32 AND IAS 39 - FINANCIAL INSTRUMENTS: RECO GNITION AND MEASUREMENT IAS 39 AS FROM TIME TO TIME AMENDED, AND ANY STANDA RDS, PRINCIPLES, PRACTICES OR RULES THAT MAY FROM TIME TO TIME, DIRECTLY OR IN DIRECTLY, SUPPLEMENT OR REPLACE ANY OF THESE STANDARDS OR ANY PART OF THEM AN D INCLUDING THE RELEVANT AMOUNTS THAT WOULD HAVE BEEN RECOGNIZED HAD THE ACCOU NTS BEEN PREPARED IN ACCORDANCE WITH THE RELEVANT ACCOUNTING STANDARDS APPLICA BLE TO THE COMPANY S ACCOUNTS FOR THE YEAR ENDED 31 DEC 2004 UNDER UNITED KING DOM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN SO FAR AS THEY RELATE TO THE M ATTERS DEALT WITH BY IAS 32 AND IAS 39 AS SO AMENDED, SUPPLEMENTED OR REPLACE D FROM TIME TO TIME ; B) REFERENCES TO ARTICLES ARE TO ARTICLES OF THE ARTICLE S OF ASSOCIATION OF THE COMPANY; AND (III) THIS RESOLUTION SHALL BE CONSTRUED AS IF IT FORMED PART OF ARTICLE 104 OF THE ARTICLES - ----------------------------------------------------------------------------------------------------------------------------- CIE GENERALE D'OPTIQUE ESSILOR INTERNATIONAL SA MIX Meeting Date: 05/13/2005 Issuer: F31668100 ISIN: FR0000121667 BLOCKING SEDOL: 4303761, 4324375, 7212477, B05L1P9, B05ML74, B06GDS0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 04 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 13 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management DIRECTORS, THE REPORT OF THE CHA IRMAN OF THE BOARD OF DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY AUDITO RS; APPROVE THE FINANCIAL STATEMENTS SHOWING A PROFIT OF EUR 163,638,162.10 AND THE BALANCE SHEET FOR THE YE 31 DEC 2004; AND GRANT DISCHARGE TO THE DIREC TORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.2 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management THE DIRECTORS GROUP AND THE STA TUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENT SHOWING A PROFI T OF EUR 227,107,000.00 FOR THE FYE 31 DEC 2004; AND GRANT DISCHARGE TO THE D IRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.3 APPROVE, WITH REFERENCE TO ARTICLE 39 OF THE Management AMENDED FINANCIAL LAW OF 30 DEC 2 004, THAT AN AMOUNT OF EUR 844,934.56 CHARGED TO THE SPECIAL RESERVE OF LONG-T ERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO AN ORDINARY RESERVE ACCOUNT; AND TO APPROPRIATE THE PROFITS AS FOLLOWS: NET EARNINGS: EUR 163,638,162.10 PR IOR RETAINED EARNINGS: EUR 6,785,707.81, ALLOCATION TO THE LEGAL RESERVE: EUR -19,963.13, DISTRIBUTABLE EARNINGS: EUR 170,403,906.79, TO THE STATUTORY DIVID END: EUR 2,169,520.14, ADDITIONAL DIVIDEND: EUR 75,295,528.06, OTHER RESERVES: EUR 88,000,000.00, CARRY FORWARD ACCOUNT: EUR 4,938,858.59; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.76 PER ORDINARY SHARE OF A NOMINAL AMOUN T OF EUR 0.35 , ELIGIBLE FOR THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID ON 18 MAY 2005 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE FRENCH COMMERCIAL CODE, APPROVE THE REPORT AND THE AGREEMENTS R EFERRED TO THEREIN O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management ALFROID AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALAIN Management ASPECT AS A DIRECTOR FOR A PE RIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PIERRE Management MARTIN AS A DIRECTOR FO R A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management ROY AS A DIRECTOR FOR A PE RIOD OF 3 YEARS O.9 APPOINT MRS. DOMINIQUE REINICHE AS A DIRECTOR Management FOR A PERIOD OF 3 YEARS O.10 APPOINT MR. MICHEL ROSE AS A DIRECTOR FOR PERIOD Management OF 3 YEARS O.11 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 225,000.00 Management TO THE BOARD OF DIRECTORS O.12 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75.00 MIN IMUM SALE PRICE: EUR 35.00 MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10 % OF THE NUMBER OF SHARES COMPRISING THE SHARE CAPITAL; AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NE CESSARY FORMALITIES AND IN PARTICULAR, THOSE WITH THE FINANCIAL MARKET AUTHORI TY O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRE AT THE END OF 24 MONTHS ; AND TO TAKE AL L NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management 1 OR MORE TRANSACTIONS, TO THE C OMPANY S EMPLOYEES AND THE OFFICERS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, IT B EING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHAR ES EXCEEDING 3% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONT HS ; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO T HE SAME EFFECT CANCELS THE AUTHORIZATION GIVEN 16 MAY 2003; AND TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF ESSILOR INTERNATIONAL S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR O F THE EMPLOYEE AND THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE T HAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.17 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management THE SPECIAL REPORT OF THE STATUT ORY AUDITORS, APPROVE, AS A CONSEQUENCE OF THE ADOPTION OF RESOLUTIONS E.15 AN D O.16, THAT THE TOTAL NUMBER OF SHARES TO BE SUBSCRIBED BY THE EXERCISE OF OP TIONS GRANTING THE RIGHT TO SUBSCRIBE FOR SHARES AND, OR WHICH CAN BE FREELY A LLOCATED, SHALL NOT EXCEED 3% OF THE SHARE CAPITAL O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management IN FRANCE OR ABROAD, THE SHARE C APITAL PROVIDED THAT IT SHALL NOT EXCEED EUR 25,000,000.00, BY WAY OF ISSUING SECURITIES, GIVING ACCESS IMMEDIATELY OR NOT TO THE SHARE CAPITAL, WITH MAINTE NANCE OF THE SHAREHOLDERS SUBSCRIPTION RIGHT THE NOMINAL VALUE OF DEBT SECURIT IES ISSUED SHALL NOT EXCEED EUR 800,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFEC T AND REPLACES THE ONES GIVEN BY THE MEETING OF 16 MAY 2003; AND TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management IN FRANCE OR ABROAD, THE SHARE C APITAL PROVIDED THAT IT SHALL NOT EXCEED EUR 7,000,000.00, BY WAY OF ISSUING S ECURITIES, GIVING ACCESS IMMEDIATELY OR NOT TO THE SHARE CAPITAL, WITH WAIVER OF THE SHAREHOLDERS SUBSCRIPTION RIGHT, AND WITH THE POSSIBILITY OF A PERIOD O F PRIORITY, THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 8 00,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND REPLACES THE ONES GIVEN BY THE MEETING OF 16 MAY 2003; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER OF SECURITIES TO BE IS SUED IN THE EVENT OF A CAPITAL INCREASE, WITHIN THE LIMIT OF 15% OF THE INITIA L ISSUANCE; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 300 ,000,000.00, BY WAY OF CAPITALIZING RETAINED EARNING INCOME OR PREMIUMS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF VALUE OF THE EX ISTING SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND REPLACES THE ONES GIVEN BY THE MEETING OF 16 MAY 2003; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVING PLAN, AND FOR AN AMOUNT WHICH SHALL NOT EXCEED 3% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT SUPE RSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND REPLACES THE ONE S GIVEN MEETING OF 03 MAY 2001; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES O.23 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF MEETI NG IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRESCRIBE D BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAP ACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CAR D AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CU STODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE IN STRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTION S SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY P OSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO A DP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE TH E GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION A ND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE P ERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- EMPORIKI BANK OF GREECE SA AGM Meeting Date: 05/13/2005 Issuer: X14744100 ISIN: GRS006013007 BLOCKING SEDOL: 4212823, 5518188 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE SHARE CAPITAL DECREASE BY CHANGING Management THE NOMINAL VALUE OF THE BANKS SHARE FOR DEPRECIATION OF LOSSES, EQUAL SHARE CAPITAL INCREASE BY CHANGING THE NOMINAL VALUE OF THE BANKS SHARE DUE TO THE CAPITALIZATION OF RESERVES AND SH ARE CAPITAL INCREASE DUE TO FURTHER CAPITALIZATION OF RESERVES AND SHARE CAPIT AL INCREASE DUE TO FURTHER CAPITALIZATION OF RESERVES, ISSUANCE AND DISTRIBUTI ON OF NEW SHARES, IRREVOCABLE MANDATE AND AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO SETTLE FRACTIONAL RIGHTS, IF ANY 2. AMEND THE ARTICLE 5 OF THE COMPANY S ARTICLES Management OF ASSOCIATION AND APPROVE THE C ODIFICATION OF IT 3. MISCELLANEOUS ANNOUNCEMENTS Other * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- IMI PLC AGM Meeting Date: 05/13/2005 Issuer: G47152106 ISIN: GB0004579636 SEDOL: 0457963, 5664359 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE AND ADOPT THE DIRECTORS REPORT AND THE Management For AUDITED ACCOUNT FOR THE YE 31 DEC 2004 2. APPROVE AND ADOPT THE REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND AT THE RATE OF 10.2P Management For PER SHARE ON THE ORDINARY SHARE CAPITAL OF THE COMPANY FOR THE YE 31 DEC 2004 PAYABLE 27 MAY 2005 TO THE SHARE HOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 15 APR 2005 4. RE-ELECT MR. J. LAMB AS A DIRECTOR OF THE COMPANY Management For 5. RE-ELECT MR. L. BROWN AS A DIRECTOR OF THE COMPANY Management For 6. RE-ELECT MR. K.S. BEESTON AS A DIRECTOR OF THE Management For COMPANY 7. RE-APPOINT KPMG AUDIT PLC AS THE COMPANY S AUDITORS Management For UNTIL THE CONCLUSION OF TH E AGM OF THE COMPANY 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For S REMUNERATION 9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH Management For ARTICLE 6 OF THE COMPANY S ARTICL ES OF ASSOCIATION AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUN T OF GBP 29,600,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF T HE COMPANY OR 13 AUG 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AF TER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MA DE PRIOR TO SUCH EXPIRY 10. APPROVE AND ADOPT THE IMI PLC DEFERRED BONUS Management For PLAN THE DBP ; AUTHORIZE THE DI RECTORS TO DO ALL ACTS AND THINGS WHICH THEY CONSIDER NECESSARY OR DESIRABLE T O IMPLEMENT THE DBP AND TO MAKE SUCH CHANGES AS THEY MET CONSIDER APPROPRIATE FOR THAT PURPOSE; AND AUTHORIZE THE DIRECTORS TO ESTABLISH FURTHER PLANS BASED ON THE DBP BUT MODIFIED TO TAKE TO ACCOUNT OF LOCAL TAXES, EXCHANGE CONTROL O R SECURITY LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILAB LE UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST ANY LIMITS ON INDI VIDUAL OR OVERALL PARTICIPATION IN THE DBP 11. APPROVE AND ADOPT THE IMI PLC 2005 LONG-TERM Management For INCENTIVE PLAN THE LTIP ; AUTHO RIZE THE DIRECTORS TO DO ALL ACTS AND THINGS WHICH THEY CONSIDER NECESSARY OR DESIRABLE TO IMPLEMENT THE LTIP AND TO MAKE SUCH CHANGES AS THEY MET CONSIDER APPROPRIATE FOR THAT PURPOSE; AND AUTHORIZE THE DIRECTORS TO ESTABLISH FURTHER PLANS BASED ON THE LTIP BUT MODIFIED TO TAKE TO ACCOUNT OF LOCAL TAXES, EXCHA NGE CONTROL OR SECURITY LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST ANY L IMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE LTIP A. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION OF PREVIOUS Management For AUTHORITIES UNDER SECTION 95 OF THE COMPANIES ACT 1985 AND IN ACCORDANCE WITH ARTICLE 7 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES FOR CASH, PROVIDED THAT THE ABOVE AUTHORITY OTHER THAN IN CONNECTION WITH ARTICLE 7(A)(I) OF THE COMP ANY S ARTICLES OF ASSOCIATION SHALL BE LIMITED TO THE ALLOTMENT OF EQUITY SHA RES HAVING A NOMINAL AMOUNT OF GBP 4,400,000; AUTHORITY EXPIRES AT THE CONCLU SION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 13 AUG 2006 B. AUTHORIZE THE COMPANY, PURSUANT TO THE ARTICLE Management For 12 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF 35,500,000 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P A ND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINE SS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF T HE COMPANY OR 13 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRAC T TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY A FTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- LAFARGE SA MIX Meeting Date: 05/13/2005 Issuer: F54432111 ISIN: FR0000120537 BLOCKING SEDOL: 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642, B030CQ6, - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 25 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management THE CHAIRMAN S REPORT ON INTERN AL CONTROL PROCEDURES AND THE GENERAL REPORT OF THE STATUTORY AUDITORS AND APP ROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING, SHOWING A PROFIT OF EUR 322,037,827.83 O.2 RECEIVE THE GROUP MANAGEMENT REPORT OF THE BOARD Management OF DIRECTORS, THE CHAIRMAN S REPORT ON INTERNAL CONTROL PROCEDURES AND THE REPORT OF THE STATUTORY AUDITORS AND APPROVE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PR ESENTED TO THE MEETING, SHOWING CONSOLIDATED NET INCOME OF EUR 868,000,000.00 O.3 ACKNOWLEDGE THE CREDIT UNAPPROPRIATED RETAINED Management EARNINGS OF:(-) THE DIVIDENDS P AID ON SELF-HELD SHARES, I.E. EUR 10,922.70;(-) THE INCREASE OF EUR 220,619.22 OF THE UNPAID DIVIDEND ON REGISTERED SHARES TRANSFERRED TO A BEARER SHAREHOLD ER ACCOUNT BETWEEN 01 JAN 2004 AND 01 JUN 2004 AND AUTHORIZE THE BOARD OF DIRE CTORS TO TRANSFER: (-) AN AMOUNT OF EUR 89,857,868.57 CHARGED TO THE SPECIAL R ESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT TO THE OTHER RESERVES ACCOUNT, - THE OUTSTANDING TAX OF EUR 2,356,150.00 FROM THE OTHER RESERVES ACCOUNT TO THE RE TAINED EARNINGS ACCOUNT, FROM WHICH THE TAX WAS DEDUCTED ON 31 DEC 2004; PRIOR RETAINED EARNINGS BEFORE THE APPROPRIATION OF THE EARNINGS FOR FY 2004: EUR 2 15,922,150.70; LEGAL RESERVE: EUR 1,480,506.00; EARNINGS: EUR 322,037,827.83; DISTRIBUTABLE PROFITS: EUR 537,959,978.53; AND APPROVE RECOMMENDATIONS OF THE BOARD OF DIRECTORS REFERRING TO ITS APPROPRIATION; THE SHAREHOLDERS WILL RECEI VE A NET NORMAL DIVIDEND OF EUR 2.40 PER SHARE AND A LOYALTY DIVIDEND OF EUR 2 .64 PER SHARE, FULLY ELIGIBLE FOR THE 50% ALLOWANCE AS REQUIRED BY LAW, THE DI VIDEND PAYMENT WILL BE CARRIED OUT IN CASH OR IN SHARES AS PER THE FOLLOWING C ONDITIONS: REINVESTMENT PERIOD WILL BE EFFECTIVE FROM 01 JUN 2005 TO 22 JUN 20 05; AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE SHAREHOLDERS WILL RECEIVE THE DIVIDEND PAYMENT IN CASH, 01 JUL 20005; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID REPORT AND TH E AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW MRS. HELENE PLOIX AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.6 APPROVE TO RENEW MR. MICHEL BON AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW MR. BERTRAND COLLOMB AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.8 APPROVE TO RENEW MR. JUAN GALLARDO AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.9 APPROVE TO RENEW MR. ALAIN JOLY AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.10 APPOINT MR. JEAN-PIERRE BOISIVON AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.11 APPOINT MR. PHILIPPE CHARRIER AS A DIRECTOR FOR Management A PERIOD OF 4 YEARS O.12 APPOINT MR. OSCAR FANJUL AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.13 APPOINT MR. BRUNO LAFONT AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY THE COMPANY Management S SHARES, AS PER THE FOLLO WING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 120.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES TO PURCHASE OR TO SELL BY THE COMPANY ITS OWN SHARES O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00, WITH TH E ISSUE OF BONDS OR SIMILAR INSTRUMENTS, FIXED TERM OR UNFIXED TERM SUBORDINAT ED SECURITIES, OR ANY OTHER SECURITIES GIVING IN A SAME ISSUE A SAME RIGHT OF DEBT UPON THE COMPANY; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY THE CANCELLATI ON OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK PURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NO T EXCEED 10% OF THE CAPITAL AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 200,000, 000.00 WITH THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, BY WAY OF ISSUING ORDINARY SHARES AND OF ANY SECURITIES GIVING ACCESS BY ALL MEAN S TO THE COMPANY S ORDINARY SHARES; IN CASE OF THE ISSUE OF BONDS OR SIMILAR I NSTRUMENTS ISSUED ACCORDING THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT OF THESE ISSUES WILL NOT EXCEED EUR 5,000,000,000.00, THIS AMOUNT IS COMMON T O THE DEBT INSTRUMENTS NOT GIVING ACCESS TO THE CAPITAL, THE ISSUE OF WHICH IS AUTHORIZED IN ACCORDANCE WITH RESOLUTION O.15; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 135,000, 000.00 WITH A WAIVER OF THE SHAREHOLDERS PRE-EMPTIVE RIGHTS, BY WAY OF ISSUIN G ORDINARY SHARES AND OF ANY SECURITIES GIVING ACCESS BY ALL MEANS TO THE COMP ANY S ORDINARY SHARES IN CASE OF THE ISSUE OF BONDS OR SIMILAR INSTRUMENTS ISS UED; ACCORDING THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT OF THESE ISS UES WILL NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LIM IT OF EUR 68,000,000.00, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTE D TO THE COMPANY AND COMPRISED OF EQUITY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; THIS AMOUNT COUNTS AGAINST THE VALUE OF EUR 135,000,000.00 SET FORTH IN RESOLUTION O.18; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS BY A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00, BY WAY OF CAP ITALIZING RETAINED EARNINGS, INCOME, PREMIUMS, TO BE CARRIED OUT THROUGH THE I SSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES OR B Y UTILIZING THESE 2 METHODS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.21 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management IN ONE MORE TRANSACTIONS TO EMPLOYEES, OFFICERS OR TO CERTAIN OF THEM, OPTIONS GIVING RIGHT EITHER TO SUBS CRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCRE ASE WITHIN THE LIMIT OF 3% OF THE SHARE CAPITAL OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY; THIS CEILING IS COMMON TO RESOLUTIONS NUMBERS E.21 AND O.22; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.22 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARE OR TO BE ISSUED, IN FAVOR OF THE E MPLOYEES OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.23 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS AT ITS SOLE DISCRETION IN FAVOR OF THE COMPANY S EMPLOYEES AND FO RMER EMPLOYEES WHO ARE MEMBERS OF A COMPANY S SAVING PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED EUR 14,000, 000,000.00 AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES O.24 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- LAFARGE SA MIX Meeting Date: 05/13/2005 Issuer: F54432111 ISIN: FR0000120537 SEDOL: 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642, B030CQ6, - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 25 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE THAT BLOCKING CONDTIONS HAS BEEN Non-Voting DISABLED FOR THIS MEETING. THANK YOU. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS, Management THE CHAIRMAN S REPORT ON INTERN AL CONTROL PROCEDURES AND THE GENERAL REPORT OF THE STATUTORY AUDITORS AND APP ROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE MEETING, SHOWING A PROFIT OF EUR 322,037,827.83 O.2 RECEIVE THE GROUP MANAGEMENT REPORT OF THE BOARD Management OF DIRECTORS, THE CHAIRMAN S REPORT ON INTERNAL CONTROL PROCEDURES AND THE REPORT OF THE STATUTORY AUDITORS AND APPROVE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PR ESENTED TO THE MEETING, SHOWING CONSOLIDATED NET INCOME OF EUR 868,000,000.00 O.3 ACKNOWLEDGE THE CREDIT UNAPPROPRIATED RETAINED Management EARNINGS OF:(-) THE DIVIDENDS P AID ON SELF-HELD SHARES, I.E. EUR 10,922.70;(-) THE INCREASE OF EUR 220,619.22 OF THE UNPAID DIVIDEND ON REGISTERED SHARES TRANSFERRED TO A BEARER SHAREHOLD ER ACCOUNT BETWEEN 01 JAN 2004 AND 01 JUN 2004 AND AUTHORIZE THE BOARD OF DIRE CTORS TO TRANSFER: (-) AN AMOUNT OF EUR 89,857,868.57 CHARGED TO THE SPECIAL R ESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT TO THE OTHER RESERVES ACCOUNT, - THE OUTSTANDING TAX OF EUR 2,356,150.00 FROM THE OTHER RESERVES ACCOUNT TO THE RE TAINED EARNINGS ACCOUNT, FROM WHICH THE TAX WAS DEDUCTED ON 31 DEC 2004; PRIOR RETAINED EARNINGS BEFORE THE APPROPRIATION OF THE EARNINGS FOR FY 2004: EUR 2 15,922,150.70; LEGAL RESERVE: EUR 1,480,506.00; EARNINGS: EUR 322,037,827.83; DISTRIBUTABLE PROFITS: EUR 537,959,978.53; AND APPROVE RECOMMENDATIONS OF THE BOARD OF DIRECTORS REFERRING TO ITS APPROPRIATION; THE SHAREHOLDERS WILL RECEI VE A NET NORMAL DIVIDEND OF EUR 2.40 PER SHARE AND A LOYALTY DIVIDEND OF EUR 2 .64 PER SHARE, FULLY ELIGIBLE FOR THE 50% ALLOWANCE AS REQUIRED BY LAW, THE DI VIDEND PAYMENT WILL BE CARRIED OUT IN CASH OR IN SHARES AS PER THE FOLLOWING C ONDITIONS: REINVESTMENT PERIOD WILL BE EFFECTIVE FROM 01 JUN 2005 TO 22 JUN 20 05; AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE SHAREHOLDERS WILL RECEIVE THE DIVIDEND PAYMENT IN CASH, 01 JUL 20005; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE SAID REPORT AND TH E AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW MRS. HELENE PLOIX AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.6 APPROVE TO RENEW MR. MICHEL BON AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW MR. BERTRAND COLLOMB AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.8 APPROVE TO RENEW MR. JUAN GALLARDO AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.9 APPROVE TO RENEW MR. ALAIN JOLY AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.10 APPOINT MR. JEAN-PIERRE BOISIVON AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.11 APPOINT MR. PHILIPPE CHARRIER AS A DIRECTOR FOR Management A PERIOD OF 4 YEARS O.12 APPOINT MR. OSCAR FANJUL AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.13 APPOINT MR. BRUNO LAFONT AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY THE COMPANY Management S SHARES, AS PER THE FOLLO WING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 120.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES TO PURCHASE OR TO SELL BY THE COMPANY ITS OWN SHARES O.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, FOR A MAXIMUM NOMINAL AMOUNT OF EUR 5,000,000,000.00, WITH TH E ISSUE OF BONDS OR SIMILAR INSTRUMENTS, FIXED TERM OR UNFIXED TERM SUBORDINAT ED SECURITIES, OR ANY OTHER SECURITIES GIVING IN A SAME ISSUE A SAME RIGHT OF DEBT UPON THE COMPANY; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY THE CANCELLATI ON OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK PURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NO T EXCEED 10% OF THE CAPITAL AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 200,000, 000.00 WITH THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, BY WAY OF ISSUING ORDINARY SHARES AND OF ANY SECURITIES GIVING ACCESS BY ALL MEAN S TO THE COMPANY S ORDINARY SHARES; IN CASE OF THE ISSUE OF BONDS OR SIMILAR I NSTRUMENTS ISSUED ACCORDING THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT OF THESE ISSUES WILL NOT EXCEED EUR 5,000,000,000.00, THIS AMOUNT IS COMMON T O THE DEBT INSTRUMENTS NOT GIVING ACCESS TO THE CAPITAL, THE ISSUE OF WHICH IS AUTHORIZED IN ACCORDANCE WITH RESOLUTION O.15; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 135,000, 000.00 WITH A WAIVER OF THE SHAREHOLDERS PRE-EMPTIVE RIGHTS, BY WAY OF ISSUIN G ORDINARY SHARES AND OF ANY SECURITIES GIVING ACCESS BY ALL MEANS TO THE COMP ANY S ORDINARY SHARES IN CASE OF THE ISSUE OF BONDS OR SIMILAR INSTRUMENTS ISS UED; ACCORDING THE PRESENT DELEGATION, THE NOMINAL MAXIMUM AMOUNT OF THESE ISS UES WILL NOT EXCEED EUR 5,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.19 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LIM IT OF EUR 68,000,000.00, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTE D TO THE COMPANY AND COMPRISED OF EQUITY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; THIS AMOUNT COUNTS AGAINST THE VALUE OF EUR 135,000,000.00 SET FORTH IN RESOLUTION O.18; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS BY A MAXIMUM NOMINAL AMOUNT OF EUR 100,000,000.00, BY WAY OF CAP ITALIZING RETAINED EARNINGS, INCOME, PREMIUMS, TO BE CARRIED OUT THROUGH THE I SSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES OR B Y UTILIZING THESE 2 METHODS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.21 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management IN ONE MORE TRANSACTIONS TO EMPLOYEES, OFFICERS OR TO CERTAIN OF THEM, OPTIONS GIVING RIGHT EITHER TO SUBS CRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCRE ASE WITHIN THE LIMIT OF 3% OF THE SHARE CAPITAL OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY; THIS CEILING IS COMMON TO RESOLUTIONS NUMBERS E.21 AND O.22; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.22 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management PROCEED WITH ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARE OR TO BE ISSUED, IN FAVOR OF THE E MPLOYEES OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.23 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS AT ITS SOLE DISCRETION IN FAVOR OF THE COMPANY S EMPLOYEES AND FO RMER EMPLOYEES WHO ARE MEMBERS OF A COMPANY S SAVING PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED EUR 14,000, 000,000.00 AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FOR MALITIES E.24 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THE P RESENT TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS PRESCRIBED BY LAW A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shareholder PROPOSAL: APPROVE TO REMOVE , IN ARTICLE 30-1 OF THE BY-LAWS OF THE COMPANY, PARAGRAPHS 3 AND FF. WHICH LI MIT THE ACCOUNTING OF VOTING RIGHTS OF SHAREHOLDERS IN SHAREHOLDER S MEETING B EYOND 1% OF VOTING RIGHTS - ----------------------------------------------------------------------------------------------------------------------------- PENINSULAR & ORIENTAL STEAM NAVIGATION CO P&O AGM Meeting Date: 05/13/2005 Issuer: G71710142 ISIN: GB0006800485 SEDOL: 0680048, 4680732, 5964695, 6665801, 6680688, 6681830 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ACCOUNTS OF THE COMPANY Management For FOR THE YE 31 DEC 2004 AND THE R EPORTS OF THE DIRECTORS AND INDEPENDENT AUDITORS THEREON 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS Management For 4. RE-ELECT SIR JOHN PARKER AS THE DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MR. ROBERT WOODS CBE AS THE DIRECTOR Management For OF THE COMPANY 6. RE-ELECT MR. MICHAEL GRADON AS THE DIRECTOR OF Management For THE COMPANY 7. RE-ELECT MR. NICK LUFF AS THE DIRECTOR OF THE Management For COMPANY 8. RE-ELECT MR. DAVID WILLIAMS AS THE DIRECTOR OF Management For THE COMPANY 9. RE-APPOINT KPMG AUDIT PLC AS THE INDEPENDENT Management For AUDITORS OF THE COMPANY AND TO HO LD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF KPMG AUDIT PLC S.11 APPROVE THAT: 1) THE AUTHORITIES CONFERRED BY Management For RESOLUTION 7 PASSED AT THE AGM O F THE COMPANY HELD ON 6 MAY 1988 BE EXTENDED IN ACCORDANCE WITH THE TERMS OF T HAT RESOLUTION SO AS TO EXPIRE AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR ON 13 AUG 2006 WHICHEVER SHALL BE EARLIER; AND 2) FOR THE PURPOSE OF T HOSE AUTHORITIES AS SO EXTENDED, PARAGRAPH (2)(A) OF THAT RESOLUTION SHALL APP LY WITH THE SUBSTITUTION OF GBP 7,000,000 AS THE LIMIT PRESCRIBED BY THAT PAR AGRAPH, BUT SO THAT: A) STOCK ISSUED BEFORE THE PASSING OF THIS RESOLUTION; B) STOCK FALLING TO BE ISSUED IN PURSUANCE OF ANY RIGHTS OF SUBSCRIPTION OR CONVE RSION GRANTED BEFORE THE PASSING OF THIS RESOLUTION; C) STOCK FALLING TO BE IS SUED IN PURSUANCE OF ANY OFFER OR AGREEMENT MADE BEFORE THE PASSING OF THIS RE SOLUTION; AND D) RIGHTS OF SUBSCRIPTION OR CONVERSION FALLING TO BE GRANTED PU RSUANT TO ANY OFFER OR AGREEMENT MADE BEFORE THE PASSING OF THIS RESOLUTION, A ND STOCK FALLING TO BE ISSUED PURSUANT TO RIGHTS SO GRANTED S.12 APPROVE THAT: A) THE MAXIMUM AMOUNT OF DEFERRED Management For STOCK HEREBY AUTHORIZED TO BE PURCHASED IS GBP 37,000,000 NOMINAL; B) THE MINIMUM PRICE THAT MAY BE PAID FOR ANY SUCH DEFERRED STOCK IS ONE POUND PER GBP 1 NOMINAL OF DEFERRED STOCK EXC LUSIVE OF EXPENSES ; C) THE MAXIMUM PRICE THAT MAY BE PAID FOR ANY GBP 1 NOMIN AL OF DEFERRED STOCK PURCHASED PURSUANT TO THIS AUTHORITY IS AN AMOUNT EQUAL T O 105 PERCENT OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR GBP 1 NOMINAL OF DEFERRED STOCK IN THE COMPANY AS DERIVED FROM THE DAILY OFFICIAL LIST OF T HE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE DEFERRED STOCK IS PURCHASED EXCLUSIVE OF EXPENSES ; AND D) T HE AUTHORITY HEREBY GRANTED SHALL EXPIRE AT THE CONCLUSION OF THE AGM OF THE C OMPANY IN 2006, PROVIDED THAT A CONTRACT OF PURCHASE MAY BE MADE BEFORE SUCH E XPIRY WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY THEREAFTER AND A PURCHASE OF DEFERRED STOCK MAY BE MADE IN PURSUANCE OF ANY SUCH CONTRACT 13. APPROVE: 1) THE P&O SHARE PLAN THE SSP , THE Management For PRINCIPAL TERMS OF WHICH ARE SUM MARIZED BELOW AND A COPY OF THE DRAFT RULES OF WHICH HAVE BEEN PRODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFICATION AND THE AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER N ECESSARY OR DESIRABLE TO CARRY THE PSP INTO EFFECT; AND 2) THAT THE DIRECTORS BE GENERALLY AND CONDITIONALLY AUTHORIZED TO ISSUE STOCK PURSUANT TO THE PSP W ITHOUT OFFERING SUCH STOCK IN THE FIRST PLACE TO THE REGISTERED HOLDERS OF THE DEFERRED STOCK PURSUANT TO THE ARTICLE 10(5) OF THE SUPPLEMENTAL CHARTER OF T HE COMPANY 14. APPROVE: 1) THE P&O 2005 MATCHING SHARE PLAN Management For THE MSP , THE PRINCIPAL TERMS OF WHICH ARE SUMMARIZED BELOW AND A COPY OF THE DRAFT RULES OF WHICH HAVE BEEN P RODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFI CATION AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER NECESSARY OR DESIRABLE TO CARRY THE MSP INTO EFFECT; AND 2) THAT THE DIRECTORS BE GENERALLY AND CONDITIONALLY AUTHORIZED TO ISSUE STOCK PURSUANT TO THE MSP WITHOUT OFFERING SUCH STOCK IN THE FIRST PLACE TO THE REGISTERED HOLD ERS OF THE DEFERRED STOCK PURSUANT TO THE ARTICLE 10(5) OF THE SUPPLEMENTAL CH ARTER OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- PROSIEBENSAT 1 MEDIA AG OGM Meeting Date: 05/13/2005 Issuer: D6216S101 ISIN: DE0007771172 SEDOL: 4579131 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY; YOU MAY APPLY FOR AN ENTRANCE CARD. THANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Non-Voting REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting PROFIT OF EUR 118,145,427.10 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.30 PER PREFERRED SHARE, PAYMENT OF A DIVIDEND OF EUR 0.28 PER ORDINARY SHARE, EUR 54,694,239.10 SHALL BE CARRIED FO RWARD, EX-DIVIDEND DATE: 16 MAY 2005, PAYABLE DATE: 17 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Non-Voting 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5. ELECT KPMG DEUTSCHE TREUHAND- GESELLSCHAFT AG Non-Voting WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT , ESSEN, AS THE AUDITORS FOR THE YEAR 2005 6. BY-ELECT MR. JOSH STEINER AS AN OFFICER FOR THE Non-Voting SUPERVISORY BOARD 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN ORDINARY Non-Voting AND/OR PREFERRED SHARES OF UP TO 10% OF ITS SHARE CAPITAL, ON OR BEFORE 12 NOV 2006; ORDINARY SHARES MAY BE AC QUIRED BY WAY OF A REPURCHASE OFFER AT PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET PRICE OF THE PREFERRED SHARES; PREFERRED SHARES MAY BE ACQUIRED EI THER THROUGH THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE, NOR MOR E THAN 20% BELOW THE MARKET PRICE OF THE SHARES, OR BY WAY OF A REPURCHASE OFF ER AT PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET PRICE OF THE PREFERRE D SHARES; AND TO DISPOSE OF THE PREFERRED SHARES IN A MANNER OTHER THAN THROUG H THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE OFFERED TO INSTITU TIONAL INVESTORS OR ARE FLOATED ON FOREIGN STOCK EXCHANGES AT A PRICE NOT MATE RIALLY BELOW THEIR MARKET PRICE; AND FURTHERMORE, TO SELL THE ACQUIRED SHARES AGAINST PAYMENT KIND, TO USE THE SHARES IN CONNECTION WITH THE COMPANY S LONG TERM INCENTIVE PLAN, AND TO RETIRE THE SHARES 8. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Non-Voting WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY SEVENONE INTERNATIONAL GMBH, AND OF THE CONTROL AGREEMENTS WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES PROSIEBEN DIGITAL MEDIA GMBH AND PRO SIEBEN HOME ENTERTAINMENT GMBH BILD-UND TONTRAEGERVERTRIEB - ----------------------------------------------------------------------------------------------------------------------------- SHIMAMURA CORP AGM Meeting Date: 05/13/2005 Issuer: J72208101 ISIN: JP3358200008 SEDOL: 6804035, B02LHR6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management DIVIDENDS: INTERIM JY 29, FINAL JY 39, SPECIAL JY 0 2.1 ELECT DIRECTOR Management 2.2 ELECT DIRECTOR Management 2.3 ELECT DIRECTOR Management 2.4 ELECT DIRECTOR Management 2.5 ELECT DIRECTOR Management 2.6 ELECT DIRECTOR Management 2.7 ELECT DIRECTOR Management 2.8 ELECT DIRECTOR Management 2.9 ELECT DIRECTOR Management 2.10 ELECT DIRECTOR Management 3 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management CEILING FOR DIRECTORS - ----------------------------------------------------------------------------------------------------------------------------- SUEZ, NANTERRE MIX Meeting Date: 05/13/2005 Issuer: F90131115 ISIN: FR0000120529 BLOCKING SEDOL: 4540397, 4540438, 5013984, 5286764, 5323995, 7118047, 7118898, 7118928, 21454, 7166262 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 * PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 13 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 DEC 2004 O.2 APPROVE THE FINANCIAL STATEMENTS SHOWING A NET Management PROFIT OF EUR 1,743,540,312.88 AND ACKNOWLEDGE: DISTRIBUTABLE PROFITS: EUR 1,740,685,782.88 PRIOR RETAINED EA RNINGS: EUR (-) 2,854,530.00; THE APPROPRIATION AS FOLLOWS: STATUTORY DIVIDEND : EUR 102,046,538.60; ADDITIONAL DIVIDEND: EUR 714,325,770.20; TOTAL DISTRIBUT ION: EUR 816,372,308.80; CARRY FORWARD ACCOUNT: EUR 924,313,474.08; THE SHAREH OLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.80 PER SHARE; THIS DIVIDEND WILL B E PAID ON 16 MAY 2005 O.3 APPROVE TO TRANSFER AN AMOUNT OF EUR 15,671,320.91 Management CHARGED TO THE SPECIAL RESE RVE ON LONG-TERM CAPITAL GAINS ACCOUNT TO THE VARIOUS RESERVES ACCOUNT, AN AMO UNT OF EUR 96,213,475.12 CHARGED TO THE MERGER PREMIUM ACCOUNT WILL BE TRANSFE RRED TO THE OTHER RESERVES ACCOUNT AND AN AMOUNT OF EUR 2,854,530.00 CHARGED T O THE OTHER RESERVES ACCOUNT WILL BE TRANSFERRED TO THE RETAINED EARNINGS ACCO UNT O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND L.225.86 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREEMENTS REFERRED TO THEREIN O.5 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management DESMARAIS JR. AS A DIRECTOR FO R A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERARD Management MESTRALLET AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LORD Management SIMON OF HIGHBURY AS A DIRECTO R FOR A PERIOD OF 4 YEARS O.9 APPOINT MR. RICHARD GOBLET D ALVIELLA AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management AND ASSOCIES COMPANY, AS THE S TATUTORY AUDITOR, FOR A PERIOD OF 6 YEARS O.11 APPOINT THE BEAS COMPANY AS THE DEPUTY AUDITOR Management FOR A PERIOD OF 6 YEARS O.12 APPOINT MR. FRANCIS GIDOIN, AS A DEPUTY AUDITOR, Management FOR A PERIOD OF 4 YEARS O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management TO THE AUTHORITY GIVEN UNDER RESOLUTION 12 OF THE GENERAL MEETING HELD ON 27 APR 2004, TO TRADE IN THE COM PANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PU RCHASE PRICE: EUR 36.00, MINIMUM SALE PRICE: EUR 16.00, MAXIMUM NUMBER OF SHAR ES TO BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES O.14 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L PER PERIOD OF 24 MONTHS; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; THE PR ESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION S ET FORTH IN RESOLUTION NUMBER 15 AND GIVEN BY THE GENERAL MEETING OF 27 APR 20 04; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE S O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL, WITHOUT SHAREHOLDERS SUBSCRIPTION RIGHT, PROVIDED THAT THE MAXIMUM NOMINAL AMOUNT SHALL NOT EXCEED EUR 30,000,000.00, BY WAY OF ISSUING SHARES TO THE PROFIT OF SPRING MULTIPLE 2005 S.C.A.; AUTHOR ITY EXPIRES AT THE END OF 1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND ACCO MPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE, Management IN ONE OR MORE TRANSACTIO NS, COMPANY S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AN D ITS SUBSIDIARIES EMPLOYEES, IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHAR ES SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE EN D OF 26 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- BANK OF PIRAEUS OGM Meeting Date: 05/16/2005 Issuer: X06397107 ISIN: GRS014013007 BLOCKING SEDOL: 4122676, 5602917, B074TY1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE STOCK OPTION PLAN AT AN ISSUE PRICE Management OF EUR 15.44 PER SHARE, ACCORD ING TO ARTICLES NO. 13 OF THE LAW 2190.20 2. VARIOUS ANNOUNCEMENTS Other * PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THE MEETING HELD ON 27 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO 16 MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR OR IGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- BENETTON GROUP SPA, PONZANO MIX Meeting Date: 05/16/2005 Issuer: T1966F139 ISIN: IT0003106777 BLOCKING SEDOL: 7128563, B0203F3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 17 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU A.1 APPROVE TO EXAMINE THE BALANCE SHEET AS OF 31 Management DEC 2004 AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE INTERNAL AUDITORS REPORTS AS PER ARTICLE 153 OF D. LGS NO 58 /98 AND THE EXTERNAL AUDITORS REPORTS AS PER ARTICLE 156 OF D.LGS N O 58 1998; PERTINENT AND RELATED RESOLUTIONS A.2 APPOINT THE BOARD OF DIRECTORS, UPON FIXING THE Management NUMBER OF MEMBERS AND THE DURA TION OF THEIR TERM OF OFFICE A.3 APPROVE TO DETERMINE THE DIRECTORS EMOLUMENTS Management A.4 APPOINT THE BOARD OF STATUTORY AUDITORS AND DETERMINE Management ITS ANNUAL EMOLUMENT A.5 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management AND SELL OWN SHARES E.1 AMEND THE ARTICLES 10, 15 AND 17 OF THE ARTICLE Management OF ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- CIE DE SAINT-GOBAIN SA, COURBEVOIE OGM Meeting Date: 05/17/2005 Issuer: F80343100 ISIN: FR0000125007 BLOCKING SEDOL: 0215086, 3166813, 4194192, 4206655, 4211820, 4768285, 4768371, 4915508, 80482, 7380545, 7380556, 7380716, 7381377, 7381496, 7448250, B033544 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 09 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTOR AND Management THE GENERAL REPORT OF THE STAT UTORY AUDITORS, APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004 O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, APPRO VE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY O.3 APPROVE TO APPROPRIATE THE NET PROFIT FOR THE Management 2004 FY AMOUNTS TO EUR 766,016,8 13.60 AND THE RETAINED EARNINGS ACCOUNT ON 31 DEC 2004, TO EUR 921,175,685.49 AFTER HAVING DEDUCTED THE EXCEPTIONAL TAX OF EUR 4,987,500.00 FROM THE SPECIA L RESERVE ON LONG-TERM CAPITAL GAINS , I.E. A TOTAL OF EUR 1,687,192,499.09 AS FOLLOWS: TO DEDUCT EUR 13,724,965.00, AMOUNT ALLOCATED TEMPORARILY FOR THE 20 03 FY IN THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT, TO BRING IT F ROM EUR 291,929,000.00 TO EUR 278,204,035.00, TO CARRY FORWARD EUR 1,271,471,4 09.69, A FIRST DIVIDEND OF EUR 67,100,946.00, A FINAL DIVIDEND OF EUR 362,345, 108.40, I.E. A GLOBAL DIVIDEND OF EUR 429,446,054.40; THE SHAREHOLDERS WILL RE CEIVE A NET DIVIDEND OF EUR 1.28 PER SHARE, AND WILL ENTITLE NATURAL PERSONS T O THE 50% ALLOWANCE; AN AMOUNT OF EUR 200,000,000.00 CHARGED TO THE SPECIAL RE SERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED TO THE OTHER RESE RVES ACCOUNT BEFORE 31 DEC 2005; AN AMOUNT OF EUR 4,987,500.00 REPRESENTING TH E EXCEPTIONAL TAX, CHARGED TO THE OTHER RESERVES ACCOUNT WILL BE TRANSFERRED T O THE BALANCE CARRY FORWARD ACCOUNT FROM WHICH IT HAD BEEN DEDUCTED ON 31 DEC 2004 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-40 OF THE FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT AND THE AGREEME NTS REFERRED TO THEREIN O.5 GRANT AUTHORITY TO BUY BACK THE COMPANY S SHARES Management ON THE OPEN MARKET, AS PER TH E FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00, MINIMUM SALE PRICE: EUR 23.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CA PITAL; THE THEORETICAL MAXIMUM AMOUNT FOR THIS PROGRAM ON 01 MAR 2005, WAS OF EUR 1,875,434,000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AUTHORIZE T HE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESS ARY FORMALITIES; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PORTION UNUSED THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION N UMBER 5 AND GIVEN BY THE CGM OF 10 JUN 2004 O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GIAN Management PAOLO CACCINI AS A DIRECTOR FO R A PERIOD OF 4 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-MARTIN Management FOLZ AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management PEBEREAU AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.9 APPOINT MR. GERHARD CROMME REPLACING MR. ROLF-E. Management BREUR AS A DIRECTOR FOR A P ERIOD OF 4 YEARS O.10 APPOINT MR. JEAN-CYRIL SPINETTA REPLACING MR. Management BRUNO ROGER AS A DIRECTOR FOR A PERIOD OF 4 YEARS O.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 680,000,00 0.00, WITH THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, BY W AY OF ISSUING COMPANY S ORDINARY SHARES AND, OR ANY SECURITIES OR DEBT SECURIT IES, GIVING ACCESS TO COMMON SHARES IN ISSUE OR TO BE ISSUED OF THE COMPANY OR OF A COMPANY FROM WHICH THE COMPANY OWNS MORE THAN HALF OF THE CAPITAL; THE O VERALL VALUE SET FORTH IN RESOLUTIONS NUMBER O.12 AND E.13 SHALL COUNT AGAINST THIS AMOUNT; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; NOT EXCEEDING EUR 3 ,000,000,000.00 OF THE NOMINAL VALUE OF DEBT SECURITIES ISSUED, THE OVERALL VA LUE SET FORTH IN RESOLUTIONS NUMBER O.12 SHALL COUNT AGAINST THIS AMOUNT; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRES ENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 11 AND GIVEN BY THE CGM OF 05 JUN 2003, FOR THE PO RTION TO THE SAME EFFECT O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN 1 OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 270,000,00 0.00, BY WAY OF ISSUING THE COMPANY S COMMON SHARES AND, OR ANY SECURITIES OR DEBT SECURITIES GIVING ACCESS TO THE COMPANY S COMMON SHARES IN ISSUE OR TO BE ISSUED OR OF A COMPANY FROM WHICH THE COMPANY OWNS MORE THAN 1/2 OF THE SHARE CAPITAL; IT IS SPECIFIED THAT: THE COMMON SHARES AND, OR THE SECURITIES GIVIN G ACCESS TO SHARES IN ISSUE OR TO BE ISSUED, CAN BE ISSUED IN CONSIDERATION FO R THE PAYMENT OF: EITHER SHARES BROUGHT TO THE COMPANY IN THE EVENT OF A PUBLI C EXCHANGE OFFER INITIATED BY THE COMPANY, EITHER AFTER HAVING HEARD THE CONTR IBUTION AUDITOR S REPORT AND WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRIS ED OF EQUITY SECURITIES GIVING ACCESS TO THE CAPITAL, THE SHARE CAPITAL INCREA SE CAN BE ALSO REALIZED BY WAY OF ISSUING THE COMPANY S SHARES TO WHICH SECURI TIES TO BE EVENTUALLY ISSUED BY SUBSIDIARIES WOULD GIVE RIGHT; AUTHORITY EXPI RES AT THE END OF 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHAL L NOT EXCEED EUR 1,200,000,000.00; THESE 2 AMOUNTS EUR 270,000,000.00 AND EUR 1,200,000,000.00 SHALL COUNT AGAINST THE OVERALL VALUES SET FORTH IN RESOLUT ION NUMBER O.11; THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION IS CANCE LLED; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES ; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELE GATION SET FORTH IN RESOLUTION NUMBER 12 AND GIVEN BY THE GENERAL MEETING OF 0 5 JUN 2003 E.13 AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS IN Management ORDER TO INCREASE THE SHARE CAP ITAL IN 1 OR MORE TRANSACTIONS AND AY ITS SOLE DISCRETION BY A MAXIMUM NOMINAL AMOUNT OF EUR 84,000,000.00 BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNING S, INCOME OR OTHERS TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES OR BY UTILIZING THESE 2 METHODS ; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NU MBER O.11; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TO TAKE ALL NECESS ARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOL UTION NUMBER 11 AND GIVEN BY THE CGM OF 05 JUN 2003 FOR THE PORTION TO THE SAM E EFFECT O.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE T RANSACTIONS, AT ITS SOLE DISCRETION, BY WAY OF ISSUING EQUITY SECURITIES IN FA VOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUT HORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT NOT EXCEEDING EUR 64 ,000,000.00; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE UNUSED PORTION T HEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 13 AND GIVEN BY THE CGM OF 05 JUN 2003 E.15 AUTHORIZE THE BOARD OF DIRECTORS ALL POWERS TO Management GRANT, IN 1 OR MORE TRANSACTION S TO THE EMPLOYEES OR TO CERTAIN OF THEM OR TO CERTAIN GROUPS OF THE STAFF MEM BERS AND TO THE OFFICERS, OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE OR TO PUR CHASE THE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH SHALL EXCEED 3% OF THE SHARE CAPITAL; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.16 CONCERNING THE ALLOCATION OF SHARES FREE OF C HARGE, THIS PERCENTAGE REPRESENTS A GLOBAL AND COMMON CEILING TO THE ALLOCATIO NS REALIZED AS AN IMPLEMENTATION OF THE PRESENT RESOLUTION AND THE RESOLUTION NUMBER 16; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION CAN CELS AND REPLACES, FOR THE UNUSED PORTION THEREOF AND THE PERIOD UNUSED, THE D ELEGATION SET FORTH IN RESOLUTION NUMBER 14 AND GIVEN BY THE CGM OF 05 JUN 200 3 O.16 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF THE COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED IN FAVOR OF THE EMPLOY EES OR CERTAIN OF THEM, OR CERTAIN GROUPS OF THE STAFF MEMBERS AND OF THE OFFI CERS PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 3% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.17 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE PRESENT D ELEGATION CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION SET FORT H IN RESOLUTION NUMBER 15 AND GIVEN BY CGM OF 05 JUN 2003 O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION PRESC RIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS : - ----------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL POWER PLC AGM Meeting Date: 05/17/2005 Issuer: G4890M109 ISIN: GB0006320161 SEDOL: 0632016, 5626757, B02SWM7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS FOR THE YE 31 DEC 2004 AND Management For THE REPORT OF THE DIRECTORS, T HE DIRECTORS REMUNERATION REPORT AND THE REPORT OF THE AUDITORS ON THE ACCOUN TS AND ON THE AUDITABLE PART OF THE DIRECTORS REMUNERATION REPORT 2. RE-APPOINT MR. STRUAN ROBERTSON AS A DIRECTOR Management For 3. RE-APPOINT MR. PHIL COX AS A DIRECTOR Management For 4. RE-APPOINT MR. ADRI BAAN AS A DIRECTOR Management For 5. DECLARE A FINAL DIVIDEND OF 2.5P PER ORDINARY Management For SHARE 6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF Management For THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION OF THE AGM TO THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS A RE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO SET THEIR REMUNERAT ION 8. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 245,559,084; AUTHORITY EXPIRES THE EARLIER O F THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 OR 17 AUG 2006 ; AND AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY, SUBJECT T O THE PASSING OF RESOLUTION 8 AND PURSUANT TO SECTION 95(1) OF THE COMPANIES A CT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 8, DISAPPLYING THE STATUTORY PRE-EMPT ION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTME NT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF THE HOLDERS OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 36,833,862; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 OR 17 AUG 2006 ; AND THE DIRECTORS MAY ALLOT EQUIT Y SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; THE POWER CONFERRED ON THE DIRECTORS B Y THIS RESOLUTION SHALL ALSO APPLY TO A SALE OF TREASURY SHARES, WHICH IS AN A LLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For PURCHASES SECTION 163(3)OF THE ACT OF UP TO 147,335,450 ORDINARY SHARES 10% OF THE ISSUED SHARE CAPITAL AS AT 09 MAR 2005, AT A MINIMUM PRICE OF 50P AND UP TO 105% OF THE AVERAGE MI DDLE MARKET QUOTATIONS FOR AN INTERNATIONAL POWER ORDINARY SHARES AS DERIVED F ROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINES S DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COM PANY TO BE HELD IN 2006 OR 17 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE INTERNATIONAL POWER ORDINARY SHARES WHICH WILL OR M AY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- NATIONAL BANK OF GREECE AGM Meeting Date: 05/17/2005 Issuer: X56533114 ISIN: GRS003013000 BLOCKING SEDOL: 4625959, 4802280, 5437539 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE BOARD OF DIRECTORS AND THE AUDITORS Management REPORTS ON THE ANNUAL FINANCIA L STATEMENTS, FOR THE YEAR 2004 DITORS; THE PAYMENT OF CASH DIVIDEND 2. APPROVE THE ANNUAL FINANCIAL STATEMENTS REGARDING Management THE YEAR 2004 AND THE DIVIDE ND PAYMENT DITORS; THE PAYMENT OF CASH DIVIDEND 3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS MEMBERS Management AND THE AUDITORS FROM ANY LI ABILITY FOR INDEMNITY FOR THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR 2004 4. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management THE FY 2004, ACCORDING TO ARTI CLE 24 PARAGRAPH 2 OF THE COD LAW 2190/1920, AND DETERMINE THEIR REMUNERATION FOR THE FY 2005 5. APPROVE TO DETERMINE THE REMUNERATION AND INDEMNIFICATION Management OF THE NON -EXECUTIV E MEMBERS OF THE BOARD OF DIRECTORS AS MEMBERS OF THE AUDIT COMMITTEE FOR THE YEAR 2005 6. APPROVE TO GRANT PERMISSION, ACCORDING TO ARTICLE Management 23 PARA 1 OF THE COD LAW 219 0/1920 AND TO ARTICLE 30 OF THE BAA, TO THE BOARD OF DIRECTORS MEMBERS, FOR TH EIR PARTICIPATION IN BOARD OF DIRECTORS OR MANAGEMENT OR THE BANKS GROUP OF CO MPANIES, PURSUING THE SAME OR SIMILAR BUSINESS GOAL 7. ELECT THE REGULAR AND CERTIFIED AUDITORS FOR Management THE FINANCIAL STATEMENTS OF THE B ANKS GROUP OF COMPANIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2005 AN D DETERMINE OF THEIR REMUNERATION 8. APPROVE TO PURCHASE OWN SHARES ACCORDING THE Management ARTICLE 16 PARAGRAPH 5 OF COD LAW 2190/1920 9. APPROVE TO DETERMINE THE INDEPENDENT MEMBERS Management OF BOARD OF DIRECTORS 10. APPROVE THE STOCK OPTION PROGRAMME, ACCORDING Management TO THE ARTICLE 13, PARAGRAPH 9, OF THE COD 2190/1920 TO THE EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS, MANAG ERS AND PERSONNEL AND TO ASSOCIATED COMPANIES 11. MISCELLANEOUS ANNOUNCEMENTS Other - ----------------------------------------------------------------------------------------------------------------------------- SLOUGH ESTATES PLC AGM Meeting Date: 05/17/2005 Issuer: G81821103 ISIN: GB0008141045 SEDOL: 0814104, B05P247 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENT OF ACCOUNTS FOR THE YE Management For 31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND OF 9.85 PENCE PER ORDINARY Management For SHARE FOR THE YE 31 DEC 20 04 PAYABLE ON 20 MAY 2005 TO HOLDERS OF ORDINARY SHARES REGISTERED AT THE CLOS E OF BUSINESS 22 APR 2005 3. APPROVE THE REMUNERATION REPORT OF THE REMUNERATION Management For COMMITTEE 4. RE-ELECT MR. RICHARD DAVID KINGSTON AS A DIRECTOR Management For 5. RE-ELECT MR. STEPHEN LEE HOWARD AS A DIRECTOR Management For 6. RE-ELECT MR. MARSHALL DOUGLAS LEES AS A DIRECTOR Management For 7. RE-ELECT MR. PAUL DAVID ORCHARD-LISLE AS A DIRECTOR Management For 8. RE-ELECT THE RT HON LORD MACGREGOR OF PULHAM Management For MARKET OBE AS A DIRECTOR 9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT T HE 1985 ACT , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AS IN SECTION 347 OF THE 1985 ACT AND TO INCUR EU POLITICAL EXPENDITURE AS IN SECTION 347A OF T HE 1985 ACT UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 20,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE 2006 AGM OR 16 AUG 2006 S.12 AUTHORIZE THE DIRECTORS CONFERRED BY ARTICLE Management For 10(A) OF THE COMPANY S ARTICLES O F ASSOCIATION, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY SECTION 80 UP TO A N AMOUNT OF GBP 5,242,679; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S NEXT AGM OR 16 AUG 2006 S.13 AUTHORIZE THE DIRECTORS CONFERRED BY ARTICLE Management For 10(B) OF THE ARTICLES OF ASSOCIAT ION OF THE COMPANY, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY, SUBJECT TO THE PASSING OF RESOLUTION 12 AND FOR THE PURPOSE OF ARTICLE 10(B) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89 ,A) UP TO AN AMOUNT OF GBP 5,242,679; AND B) FOR THE PURPOSE OF PAR T IV OF THE COMPANIES ACT 1985; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY OR 16 AUG 2006 S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE 1985 ACT, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 10 % OF THE ISSUED ORDINAR Y SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSIN ESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR 16 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- THALES EGM Meeting Date: 05/17/2005 Issuer: F9156M108 ISIN: FR0000121329 BLOCKING SEDOL: 0534093, 4162791, 4175625, 4915627, 7168428, B01DRG2, B03XP77 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting DURING WHICH THE SHARES ARE BLOCK ED FROM BEING TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING DATE AND THAT ONC E THE SHARES ARE BLOCKED THE CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING REQUESTING THE SUB-CUSTODIAN S TO UNBLOCK THE SHARES. PLEASE MAKE SURE TO INCORPORATE THE FOLLOWING COM MENT TO ALL OUTGOING FRENCH MEETINGS: A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE INFORMATION. VERIFICA TION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPEND S ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. F RENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRE CTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE T O OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIAR IES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GL OBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VER IFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VO TE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT PO SITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INST RUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETT LEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE THAT THIS IS A MIX MEETING.THANK YOU Non-Voting O.1 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS A ND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS SHOWING A CONSOLIDATED PROFI T OF EUR 198,400,000.00 FOR THE 2004 FY, IN THE FORM PRESENTED TO THE MEETING O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS A ND APPROVE THE FINANCIAL STATEMENTS SHOWING A NET PROFIT OF EUR 21,400,000.00 AND THE BALANCE SHEET OF THE THALES COMPANY FOR THE YEAR 2004, IN THE FORM P RESENTED TO THE MEETING O.3 APPROVE THE DISTRIBUTABLE PROFITS AMOUNT TO EUR Management 155,585,323.78: PROFITS FOR TH E FY: EUR: 21,383,170.81 LEGAL RESERVE: EUR -1,403.00 PRIOR RETAINED EARNINGS: EUR 134,203,555.97 APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR 137,495,174 .40 CARRY FORWARD ACCOUNT: EUR 18,090,149.38 THE SHAREHOLDERS WILL RECEIVE A N ET DIVIDEND OF EUR 0.80 PER SHARE, ELIGIBLE FOR THE 50% ALLOWANCE; THIS DIVIDE ND WILL BE PAID ON 31 MAY 2005 AS REQUIRED BY LAW O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON AGREEMENTS GOVERNED BY ARTIC LE L. 225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREEMENTS CONCLUDE D DURING THE 2004 FY, WITH THE OBJECTIVE OF THE CONSTITUTION OF AN ECONOMIC IN TEREST GROUP WITH R AND D AND ALCATEL O.5.a APPOINT A DIRECTOR REPRESENTING EMPLOYEES WHO Management ARE SHAREHOLDERS FOR A PERIOD OF 6 YEARS O.5.b APPOINT A DIRECTOR REPRESENTING EMPLOYEES WHO Management ARE SHAREHOLDERS FOR A PERIOD OF 6 YEARS O.6 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 45.00 MAX IMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORI TY EXPIRES AT THE END OF 18 MONTHS AND REPLACES THE ONE GIVEN BY THE GENERAL M EETING OF 11 MAY 2004 ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, AND, IN PARTICULAR, TO TRADE ON THE STOCK EXCHANGE O.7 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L; AUTHORITY EXPIRES AT THE END OF 24 MONTHS AND IT CANCELS THE DELEGATION GI VEN BY THE GENERAL MEETING OF 15 MAY 2003 O.8 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 0.75% OF T HE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES TO IMPLEMENT THE PRESENT DELEGATION E.9 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management ONE OR MORE TRANSACTIONS, TO EM PLOYEES OR THE OFFICERS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, IT BEING PROVIDE D THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SH ALL EXCEED EUR 6,000,000.00; AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND RE PLACES THE ONE GIVEN BY THE GENERAL MEETING OF 15 MAY 2003 ; AND TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AND, IN PARTICULAR, TO: ORGANIZE THE CONDITIONS IN WHICH THE OPTIONS SHALL BE GRANTED PERIOD, PR ICE, BENEFICIARIES... , TO STOP TEMPORARILY AND FOR A MAXIMUM PERIOD OF 3 MONT HS THE EXERCISE OF THE OPTIONS AND TO MAKE THE INCREASE OF THE CAPITAL DEFINIT IVE AND CHANGE ARTICLES OF ASSOCIATION AS A CONSEQUENCE O.10 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- THALES MIX Meeting Date: 05/17/2005 Issuer: F9156M108 ISIN: FR0000121329 BLOCKING SEDOL: 0534093, 4162791, 4175625, 4915627, 7168428, B01DRG2, B03XP77 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 228217 DUE TO MODIFICATION AN D ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE D ISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED FINANCIAL STATEMENTS SHOWING A CONSOLIDATED PROFIT OF EUR 198,400,000.00 FOR THE 2004 FY O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE FINANCIAL STATEMENTS SHOWING A NET PROFIT OF EUR 21,400,000.00 AN D THE BALANCE SHEET OF THE THALES COMPANY FOR THE YEAR 2004 O.3 ACKNOWLEDGE THE DISTRIBUTABLE PROFITS AMOUNT Management TO EUR 155,585,323.78: PROFITS FO R THE FY: EUR: 21,383,170.81 LEGAL RESERVE: EUR -1,403.00 PRIOR RETAINED EARNI NGS: EUR 134,203,555.97 APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR 137,495 ,174.40 CARRY FORWARD ACCOUNT: EUR 18,090,149.38 THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.80 PER SHARE, ELIGIBLE FOR THE 50% ALLOWANCE; THIS DI VIDEND WILL BE PAID ON 31 MAY 2005 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE AGREEMENTS CONCLUDED DU RING THE 2004 FY, WITH THE OBJECTIVE OF THE CONSTITUTION OF AN ECONOMIC INTERE ST GROUP WITH R AND D AND ALCATEL O.5.A APPOINT MR. JEAN-PIERRE APPEL AS A DIRECTOR REPRESENTING Management EMPLOYEES WHO ARE SHA REHOLDERS FOR A PERIOD OF 6 YEARS O.5.B APPOINT MR. PIERRE LAFOURCADE AS A DIRECTOR REPRESENTING Management EMPLOYEES WHO ARE SHA REHOLDERS FOR A PERIOD OF 6 YEARS O.6 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 45.00 MAX IMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORI TY EXPIRES AT THE END OF 18 MONTHS AND REPLACES THE ONE GIVEN BY THE GENERAL M EETING OF 11 MAY 2004 ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, AND, IN PARTICULAR, TO TRADE ON THE STOCK EXCHANGE O.7 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED DOES NOT EXCEED 10% OF THE CAPITA L; AUTHORITY EXPIRES AT THE END OF 24 MONTHS AND IT CANCELS THE DELEGATION G IVEN BY THE GENERAL MEETING OF 15 MAY 2003 O.8 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 0.75% OF T HE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES TO IMPLEMENT THE PRESENT DELEGATION E.9 AUTHORIZE THE BOARD OF DIRECTORS, TO GRANT, IN Management ONE OR MORE TRANSACTIONS, TO EM PLOYEES OR THE OFFICERS, OPTIONS GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE, IT BEING PROVIDE D THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SH ALL EXCEED EUR 6,000,000.00; AUTHORITY EXPIRES AT THE END OF 38 MONTHS AND R EPLACES THE ONE GIVEN BY THE GENERAL MEETING OF 15 MAY 2003; AND TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES AND, IN PARTICULAR, TO: ORGANIZE THE CONDITIONS IN WHICH THE OPTIONS SHALL BE GRANTED PERIOD, PR ICE, BENEFICIARIES... , TO STOP TEMPORARILY AND FOR A MAXIMUM PERIOD OF 3 MONT HS THE EXERCISE OF THE OPTIONS AND TO MAKE THE INCREASE OF THE CAPITAL DEFINIT IVE AND CHANGE ARTICLES OF ASSOCIATION AS A CONSEQUENCE E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, BY WAY OF ISSUING SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL, IN FAVOUR OF THE COMPANY AND ITS SUBSIDIA RIES EMPLOYEES AND FORMER EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN ; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND WITHIN THE LIMIT OF 4,500,00 0 NEW SHARES, FOR A MAXIMUM NOMINAL AMOUNT OF EUR 13,500,000.00; IT CANCELS AN D REPLACES THE ONE STILL UNUSED GIVEN BY THE GENERAL MEETING OF 11 MAY 2004; T O TAKE ALL THE NECESSARY MEASURES AND ACCOMPLISH ALL THE NECESSARY FORMALITIES O.11 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- TOTAL SA MIX Meeting Date: 05/17/2005 Issuer: F92124100 ISIN: FR0000120271 BLOCKING SEDOL: 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 17 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 221443, DUE TO CHANGE ADDI TIONAL RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGAR DED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. o.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR TH E YEAR 2004 o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00 DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00 APPROPRIATI ON TO: GLOBAL DIVIDEND: EUR 3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR 1,369, 741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID; AND TO PAY THE INTERIM DIVIDEN D OF EUR 2.40 ON 24 NOV 2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING D IVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005 o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 250.00, M AXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES COMPRI SING THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; IT CANCEL S AND REPLACES FOR THE PERIOD UNUSED THEREOF, THE DELEGATION SET FORTH IN RESO LUTION NO. 5 AT THE CGM OF 14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TA KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management DESMARAIS JR. AS A DIRECTOR FO R A PERIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management JACQUILLAT AS A DIRECTOR F OR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management FOR A PERIOD OF 3 YEARS E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 4,000,00 0,000.00, BY WAY OF ISSUING WITH THE SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSC RIPTION, COMPANY S ORDINARY SHARES AND SECURITIES GIVING ACCESS TO SHARES IN T HE COMPANY; APPROVE THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,800,00 0,000.00 BY WAY OF ISSUING WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGH TS, COMPANY S ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARES IN THE COM PANY; APPROVE THAT THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEE D EUR 10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCEL S AND REPLACES FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS; AUTHO RIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPA NY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL ; IT CANCELS AND REPLACES F OR THE FRACTION UNUSED, THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS BY THE EG M OF 14 MAY 2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASU RES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management IN ONE OR MORE TRANSACTION S, COMPANY S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE WITH L.225-197-2 OF THE FRENCH COMM ERCIAL CODE AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES SH ALL NOT EXCEED 1% OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AN D ACCOMPLISH ALL FORMALITIES * PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting AGREED BY THE BOARD OF DIRECTOR S. THANK YOU. E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder AUTHORIZE THE BOARD OF DIRECT ORS TO FREELY ALLOCATE IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING SHARES OR TO BE ISSUED, TO THE PROFIT OF THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL CODE OR TO SOM E CATEGORIES OF THEM AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 T O 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHAR ES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMP LETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE C ONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUN T DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWN ERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUS TODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE P ROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR G LOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES /VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE IN STRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL S ECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMI TTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA TH E ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INST RUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS P ROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- U N Y CO LTD (UNY CO LTD) AGM Meeting Date: 05/17/2005 Issuer: J94368149 ISIN: JP3949600005 SEDOL: 4920922, 5758371, 6918624 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For JY 9 2. AMEND THE ARTICLES OF INCORPORATION Management For 3.1 ELECT MR. IKUO SUZUKI AS A DIRECTOR Management For 3.2 ELECT MR. KOJI SASAKI AS A DIRECTOR Management For 3.3 ELECT MR. YOSHIAKI TSUDUKI AS A DIRECTOR Management For 3.4 ELECT MR. HIROSHI ISOMI AS A DIRECTOR Management For 3.5 ELECT MR. YUJI OZAKI AS A DIRECTOR Management For 3.6 ELECT MR. RYOZO IMAI AS A DIRECTOR Management For 3.7 ELECT MR. TETSURO MAEMURA AS A DIRECTOR Management For 3.8 ELECT MR. KIMIAKI YAMAGUCHI AS A DIRECTOR Management For 3.9 ELECT MR. KAZUHIKO ARISUE AS A DIRECTOR Management For 3.10 ELECT MR. TATSUO ISHII AS A DIRECTOR Management For 3.11 ELECT MR. HITOSHI SHIBUYA AS A DIRECTOR Management For 3.12 ELECT MR. TOSHIKAZU NISHIKAWA AS A DIRECTOR Management For 4. APPROVE RETIREMENT BONUS FOR A RETIRING DIRECTOR; Management Against DUE TO THE ABOLISHMENT OF TH E RETIREMENT BONUS SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING DIRECTORS AND CORPORATE AUDITORS 5. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For OFFICERS - ----------------------------------------------------------------------------------------------------------------------------- ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS SA OGM Meeting Date: 05/18/2005 Issuer: E7813W163 ISIN: ES0167050915 SEDOL: B01FLQ6, B01FXJ3, B040TS6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL ACCOUNTS, BALANCE SHEET, PROFIT Management For AND LOSS ACCOUNT AND THE MA NAGEMENT REPORTS OF THE PARENT COMPANY, ACS ACTIVIDADES DE CONSTRUCCION Y SERV ICIOS, S.A. AND ITS CONSOLIDATED GROUP; APPLICATION OF PROFITS; COMPANY ADMINI STRATION REPORT; ALL OF THE FOREGOING WITH REFERENCE TO THE YEAR 2004 2. APPROVE THE MANAGEMENT OF THE BOARD OF DIRECTORS Management For DURING THE YEAR 2004 3. APPROVE THE RATIFICATION, RESIGNATION, DISSIMISAL Management For OR APPOINT THE DIRECTORS AS THE CASE MAY BE 4. GRANT AUTHORITY THE DERIVATIVE ACQUISITION OF Management For OWN SHARES 5. APPOINT THE AUDITORS OF THE COMPANY AND ITS CONSOLIDATED Management For GROUP 6. AUTHORIZE THE BOARD OF DIRECTORS TO MODIFY A Management For STOCK OPTION PROGRAM THAT WAS APP ROVED BY THE RESOLUTION DATED 20 MAY 2004 AT THE GENERAL MEETING OF SHAREHOLDE RS 7. APPROVE THE DELEGATION OF POWERS FOR THE EXECUTION Management For AND PUBLIC RECORDING OF THE RESOLUTIONS PASSED 8. APPROVE TO READ THE MINUTES OF THE PROCEEDINGS, Management For AND ADOPT THE MINUTES, AS THE CASE MAY BE, AS A CORRECT RECORD * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 19 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- AMEC PLC AGM Meeting Date: 05/18/2005 Issuer: G02604117 ISIN: GB0000282623 SEDOL: 0028262, 5829783, B02S5M8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For AND THE AUDITORS 2. DECLARE A FINAL DIVIDEND Management For 3. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 4. APPROVE THE REMUNERATION POLICY SET OUT IN THE Management For DIRECTORS REMUNERATION REPORT 5. RE-ELECT MR. P.J. BYROM AS A DIRECTOR Management For 6. RE-ELECT MR. T.W. FAITHFULL AS A DIRECTOR Management For 7. RE-ELECT SIR PETER MASON AS A DIRECTOR Management For 8. RE-ELECT MR. J.D. EARLY AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AND Management For AUTHORIZE THE DIRECTORS TO FIX T HEIR REMUNERATION 10. AUTHORIZE THE DIRECTORS TO PURCHASE SHARES IN Management For THE CAPITAL OF THE COMPANY 11. APPROVE THE RENEWAL OF THE AMEC SAVINGS RELATED Management For SHARE OPTION SCHEME AND ESTABL ISH FURTHER OPTION SCHEME FOR OVERSEAS EMPLOYEES 12. AMEND THE RULES OF THE AMEC PERFORMANCE SHARE Management For PLAN 2002 - ----------------------------------------------------------------------------------------------------------------------------- BEIERSDORF AG, HAMBURG OGM Meeting Date: 05/18/2005 Issuer: D08792109 ISIN: DE0005200000 BLOCKING SEDOL: 5107401 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION DISTRIBUTABLE PROFIT Management OF EUR 145,239,477.93 AS A PAYM ENT OF A DIVIDEND OF EUR 1.60 PER NO-PAR SHARE EUR 24,269,353.13 SHALL BE ALLO CATED TO THE OTHER REVENUE RESERVES EX-DIVIDEND AND PAYABLE AT 19 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. ELECT BDO DEUTSCHE WARENTREUHAND AG WIRT-SCHAFTSPRUEFUNGSGESELLSCHAF Management HAMBURG , AS THE AUDITORS FOR THE FY 2005 6.1 ELECT DR. ROLF KUNISCH AS AN OFFICER FOR THE Management SUPERVISORY BOARD 6.2 ELECT DR. ANDREAS RITTSTIEG AS A SUBSTITUTE MEMBER Management FOR THE SUPERVISORY BOARD 7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management THE CONSENT OF THE SUPERVISORY BARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 45,000,000 THROUGH THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 17 MAY 2010; SHAREH OLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, AND F OR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF CONVERT AND/OR WARRANT BONDS AND CORRESPONDENT AMENDMENTS TO THE ARTICLES OF ASSOCIATION 8. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 21,000,000 THROUGH THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 17 MAY 2010; SHARE HOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF CONVERT AND/OR WARRANT BONDS, AND FO R A CAPITAL INCREASE OF UP TO 10% OF THE SHARE CAPITAL IF THE SHARES ARE ISSUE D AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND CORRESPONDENT AMENDME NTS TO THE ARTICLES OF ASSOCIATION 9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 21,000,000 THROUGH THE ISSUE OF NEW BEARER SHARES AGAINST PAYMENT IN CASH OR KIND, ON OR BEFORE 17 MAY 201 0; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUN TS, FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF CONVERT AND/OR WARRANT BONDS , AND FOR THE ISSUE OF SHARES FOR ACQUISITION PURPOSES AND CORRESPONDENT AMEND MENTS TO THE ARTICLES OF ASSOCIATION 10. AUTHORIZE THE BOARD OF MANAGING DIRECTORS WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER AND/OR REGISTER BONDS OF UP TO EUR 1,000,000,000, HAVI NG A TERM OF UP TO 20 YEARS AND CONFERRING CONVERT AND/OR OPTION RIGHTS FOR SH ARES OF THE COMPANY, ON OR BEFORE 17 MAY 2010; SHAREHOLDERS SHALL BE GRANTED S UBSCRIPTION RIGHTS EXCEPT FOR THE ISSUE OF BONDS CONFERRING CONVERT AND/OR OPT ION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A PR ICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL AMOUNTS, AND IN ORDER TO GRANT SUCH RIGHTS TO HOLDERS OF CONVERT AND/OR WARRANT BONDS; THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 40,00 0,000 THROUGH THE ISSUE NEW SHARES, INSOFAR AS CONVERT AND/OR OPTION RIGHTS AR E EXERCISED 11. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, AT PRICES DIFFERING NEITHER MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF THE SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20% IF TH E SHARES ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 17 NOV 2006 AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISI TION PURPOSES OR FOR THE FULFILMENT OF CONVERT AND/OR OPTION RIGHTS, AND TO RE TIRE THE SHARES - ----------------------------------------------------------------------------------------------------------------------------- BNP PARIBAS OGM Meeting Date: 05/18/2005 Issuer: F1058Q238 ISIN: FR0000131104 BLOCKING SEDOL: 4133667, 4144681, 4904357, 6222187, 7166057, 7309681, 7529757 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. * PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 18 MAY 2005. PLEA SE ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUC TIONS. THANK YOU. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED FINANCIAL STATEMENT S FOR THE YE 31 DEC 2004 O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS AND A PPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YE 31 DEC 2004 O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 3 ,281,771,448.69; PRIOR RETAINED EARNINGS: EUR 7,114,262,360.48; TOTAL: EUR 10, 396,033,809.17; TO THE SPECIAL INVESTMENT RESERVE: EUR 46,102,393.00; GLOBAL D IVIDEND: EUR 1,770,438,404.00; CARRY FORWARD ACCOUNT: EUR 8,579,493,012.17; TH E SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.00 PER SHARE THIS DIVIDEND WILL BE PAID ON FROM 30 MAY 2005 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L .225-38 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGRE EMENTS REFERRED TO THEREIN O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 75.00, M AXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE TOTAL NUMBER OF SHARES COMPRI SING THE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; APPROVE TO DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.6 RATIFY THE CO-OPTATION BY THE BOARD OF DIRECTOR Management OF MR. JEAN-FRANCOIS LEPETIT W HO REPLACES MR. JEAN-MARIE MESSIER AS A DIRECTOR FOR THE REMAINDER OF THE LATT ER S TERM OF OFFICE, UNTIL THE GENERAL MEETING, WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STATEMENTS FOR FY 2007 AND APPROVE TO RENEW THE TERM OF OFFI CE OF MR. JEAN-FRANCOIS LEPETIT AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. GERHARD Management CROMME AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. FRANCOIS Management GRAPPOTTE AS A DIRECTOR FO R A PERIOD OF 3 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MRS. HELENE Management PLOIX AS A DIRECTOR FOR A P ERIOD OF 3 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BAUDOIN Management PROT AS A DIRECTOR FOR A PE RIOD OF 3 YEARS O.11 APPOINT MRS. LOYOLA DE PALACIO DEL VALLE-LERSUNDI Management AS A DIRECTOR FOR A PERIOD O F 3 YEARS O.12 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 780,000.00 Management TO THE BOARD OF DIRECTORS O.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW E.14 APPROVE TO DELEGATE THE BOARD OF DIRECTORS ALL Management POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS, TO OFFICERS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES, OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXC EED 1.5% OF THE COMPANY S REGISTERED CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF Management DIRECTORS TO ALLOCATE, IN ONE O R IN MORE TRANSACTIONS, EITHER FREE EXISTING SHARES PURCHASED BY THE COMPANY, OR FREE SHARES TO BE ISSUED, GRANTED TO EMPLOYEES AND OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES , PROVIDED THAT THE NUMBER OF SHARES SHALL NOT EXCEED 1.5% OF THE COMPANY S REGISTERED CAPITAL THE AUTHORITY EXPIRES AT THE END OF 38 M ONTHS ; APPROVE TO DELEGATE ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 GRANT ALL POWERS TO THE BOARD OF DIRECTORS TO Management REDUCE THE SHARE CAPITAL BY CANC ELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLA N, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NO T EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; APPR OVE TO DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY ME ASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.17 AMEND ARTICLE OF ASSOCIATION NUMBER 7 RELATING Management TO THE NUMBER OF DIRECTORS ELEC TED BY THE EMPLOYEES O.18 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * VERIFICATION PERIOD IN FRANCE IS THAT PERIOD Non-Voting DURING WHICH THE SHARES ARE BLOCK ED FROM BEING TRADED. IT IS 6 TO 8 DAYS PRIOR TO THE MEETING DATE AND THAT ONC E THE SHARES ARE BLOCKED THE CUSTODIANS HAVE TO WAIT TILL THE MEETING DATE IS PASSED. VERIFICATION PERIOD IS LIKE SOFT BLOCKING REQUESTING THE SUB-CUSTODIAN S TO UNBLOCK THE SHARES. PLEASE MAKE SURE TO INCORPORATE THE FOLLOWING COM MENT TO ALL OUTGOING FRENCH MEETINGS: A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE INFORMATION. VERIFIC ATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPEN DS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY CARD DIR ECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLO WING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTER MEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTOD IAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERM EDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WI TH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- BUNZL PLC AGM Meeting Date: 05/18/2005 Issuer: G16968102 ISIN: GB0001540045 SEDOL: 0154004, 5830097 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 Management For DEC 2004 TOGETHER WITH THE REPORT S OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND Management For 3. RE-APPOINT DR. U. WOLTERS AS A DIRECTOR Management For 4. RE-APPOINT MR. C.P. SANDER AS A DIRECTOR Management For 5. RE-APPOINT MR. M.J. HARPER AS A DIRECTOR Management For 6. RE-APPOINT MR. P.L. LARMON AS A DIRECTOR Management For 7. RE-APPOINT MR. A.P. DYER AS A DIRECTOR Management For 8. RE-APPOINT MR. P.M. HELDEN AS A DIRECTOR Management For 9. RE-APPOINT MR. D.M. WILLIAMS AS A DIRECTOR Management For 10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS AT Management For A RATE OF REMUNERATION TO BE DETE RMINED BY THE DIRECTORS 11. APPROVE THE DIRECTORS REMUNERATION REPORT AS Management For SPECIFIED FOR THE YE 31 DEC 2004 12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For FOR ALL PREVIOUS AUTHO RITY, TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 UP T O AN AGGREGATE NOMINAL AMOUNT OF GBP 39,700,000; AUTHORITY EXPIRES AT THE CON CLUSION OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING OF THIS RESOLUTION ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHO RITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For TO THE PASSING OF RESOLUTION 1 2 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURI TIES SECTION 94 OF THE COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 12 AND TO SELL TREASURY SHARES WHOLLY FOR CASH, DISAP PLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS PO WER IS LIMITED TO THE ALLOTMENT OR SALE OF EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORD INARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,635,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPA NY AFTER THE PASSING OF THIS RESOLUTION ; AND, AUTHORIZE THE DIRECTORS TO ALLO T EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF SUCH ACT OF UP TO 43,785,000 ORDINA RY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 25P AND UP TO 5% ABOVE THE AVERAGE OF THE CLOSING MIDDLE MARKET QUOTATIONS AS DE RIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY OR 17 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A C ONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PA RTLY AFTER SUCH EXPIRY S.15 AMEND THE COMPANY S ARTICLES OF ASSOCIATION AS Management For FOLLOWS: A) BY DELETING THE EXI STING ARTICLE 162 AND SUBSTITUTING THEREFOR OF THE NEW ARTICLE 162 AS SPECIFIE D; AND B) BY ADDING NEW SENTENCE AT THE END OF THE EXISTING ARTICLE 109 AS SPE CIFIED S.16 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For TO ENABLE ELECTRONIC COMMUNIC ATION BETWEEN THE COMPANY AND ITS SHAREHOLDERS, INCLUDING ELECTRIC PROXY VOTIN G BY SHAREHOLDERS, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WHICH AMENDMENTS ARE IDENTIFIED IN THE DRAFT ARTICLES OF ASSOCIATION AS SPECIFIED S.17 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For TO REFLECT THE ENACTMENT OF T HE COMPANIES ACQUISITION OF OWN SHARES TREASURY SHARES REGULATIONS 2003 AN D THE EXERCISE BY THE COMPANY OF ITS POWER TO REPURCHASE SHARES INTO TREASURY UNDER SUCH LEGISLATION, WHICH AMENDMENTS ARE IDENTIFIED IN THE DRAFT ARTICLES OF ASSOCIATION AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- CARTER HOLT HARVEY LTD AGM Meeting Date: 05/18/2005 Issuer: Q21397122 ISIN: NZCAHE0001S6 SEDOL: 6178354, 6178406 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RE-ELECT MR. CHRISTOPHER.P. LIDDELL AS A DIRECTOR Management Against 2. RE-ELECT MR. JOHN . H. MAASLAND AS A DIRECTOR Management For 3. RE-ELECT MR. MAXIMO PACHECO AS A DIRECTOR Management For 4. ELECT MR. JONATHAN . P. MASON AS A DIRECTOR Management For 5. RE-APPOINT DELOITTE AS AUDITOR OF THE COMPANY Management For AND AUTHORIZE THE DIRECTORS TO F IX THE AUDITOR S REMUNERATION S.6 APPROVE TO REVOKE THE EXISTING CONSTITUTION OF Management For THE COMPANY AND ADOPT A REPLACE MENT CONSTITUTION IN THE FORM TABLED AT THE MEETING - ----------------------------------------------------------------------------------------------------------------------------- CREDIT AGRICOLE SA, PARIS MIX Meeting Date: 05/18/2005 Issuer: F22797108 ISIN: FR0000045072 BLOCKING SEDOL: 7262610, 7688272, B032831 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 APPROVE THE ALLOCATION OF EUR 4,987,500.00 UPON Management THE PRIOR RETAINED EARNINGS AC COUNT CORRESPONDING TO THE AMOUNT OF THE EXCEPTIONAL TAX; AN AMOUNT OF EUR 200 ,000,000.00 CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL BE TRANSFERRED AS FOLLOWS: EUR 195,012,500.00 TO THE ORDINARY RESERVES AC COUNT, EUR 4,987,500.00 TO THE BALANCE CARRY FORWARD ACCOUNT O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR TH E YEAR CLOSED ON 31 DEC 2004; APPROVE THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR 43,057.51; ACCORDINGLY, GRANT PERMANENT DISCHARGE TO THE BOARD OF DIRECTOR S MEMBERS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.3 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY O.4 ACKNOWLEDGE THAT THE NET INCOME AMOUNTS TO EUR Management 1,248,608,708.30 AND APPROVE TH AT: THE FY 2004 PROFITS FROM WHICH WILL BE DEDUCTED THE PRIOR RETAINED EARNING OF EUR 162,173.67 I.E. A GLOBAL AMOUNT OF EUR 1,248,446,534.63, WILL BE ALLOC ATED AS FOLLOWS: TO THE LEGAL RESERVE: EUR 62,430,435.42, TO THE GLOBAL DIVIDE ND: EUR 972,524,808.42, TO THE CARRY FORWARD ACCOUNT: EUR 213,491,290.79; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.66 PER SHARE; AN INTERIM DIV IDEND OF EUR 0.30 WAS PAID ON 16 DEC 2004, THE REMAINING DIVIDEND OF EUR 0.36, ELIGIBLE FOR THE 50% ALLOWANCE, WILL BE PAID ON 27 MAY 2005 O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID REPORT A ND THE AGREEMENTS REFERRED TO THEREIN O.6 APPROVE THE RESIGNATION OF MR. JEAN LE BRUN AS Management A DIRECTOR AND APPOINT MR. ALAI N DAVID AS A DIRECTOR FOR THE REMAINDER OF THE LATTER S TERM OF OFFICE, I.E. U NTIL THE CLOSE OF THE OGM WHICH WILL DELIBERATE UPON THE ANNUAL FINANCIAL STAT EMENTS FOR THE FY 2006 O.7 APPOINT MR. PHILIPPE CAMUS IN REPLACEMENT OF Management MR. GERARD MESTRALLET AS A DIRE CTOR FOR A PERIOD OF 3 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. RENE Management CARRON AS A DIRECTOR FOR A PER IOD OF 3 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALAIN Management DIEVAL AS A DIRECTOR FOR A PE RIOD OF 3 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DANIEL Management LEBEGUE AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management MICHAUT AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-CLAUDE Management PICHON AS A DIRECTOR FO R A PERIOD OF 3 YEARS O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. XAVIER Management FONTANET AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.14 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CORRADO Management PASSERA AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.15 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 670,000.00 Management TO THE DIRECTORS O.16 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00, M INIMUM SALE PRICE: EUR 10.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF TH E SHARE CAPITAL, MAXIMUM AMOUNT FOR THIS PURCHASE PROGRAMME: IT WILL NOT EXCEE D EUR 2,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS , IT CANCEL S AND REPLACES THE AUTHORIZATION GIVEN BY THE OGM OF 19 MAY 2004; AUTHORIZE TH E BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY A MAXIMUM NOMI NAL AMOUNT OF EUR 2,000,000,000.00, BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, THE COMPANY S COMMON SHARES OR OF ANY OTHER SECURITIES GIVING ACCESS BY ALL MEANS TO THE COMPANY S COMMON SHARE S; THE NOMINAL VALUE OF THE EQUITY SECURITIES ISSUED SHALL NOT EXCEED EUR 5,00 0,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPL ACES, FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY THE EGM OF 19 MAY 2004; A ND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES O.18 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE, Management IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, WITH OR WITHOUT PREMIUM, THE SHARE CAPITAL BY A MAXIMUM AMOU NT OF EUR 900,000,000.00, BY WAY OF ISSUING, WITH WAIVER OF SHAREHOLDERS PRE- EMPTIVE RIGHTS, THE COMPANY S COMMON SHARES OR OF ANY OTHER SECURITIES GIVING ACCESS BY ALL MEANS TO THE COMPANY S COMMON SHARES; THE NOMINAL VALUE OF THE E QUITY SECURITIES ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00; THE WHOLE WITHI N THE LIMIT OF THE UNUSED PORTION OF THE CEILINGS RESPECTIVELY SET IN RESOLUTI ON NUMBER O.17 IT IS SPECIFIED THAT ANY ISSUE REALIZED ACCORDING THE PRESENT R ESOLUTION SHALL COUNT AGAINST THE CORRESPONDING CEILING OR CEILINGS ; AUTHOR ITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES, OR THE PERIOD U NUSED, THE DELEGATION GIVEN BY THE EGM OF 19 MAY 2004 E.19 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 3,000,000,000.00, BY WAY OF CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR OTHERS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE R AISE OF THE PAR VALUE OF THE EXISTING SHARES, OR BY UTILIZING THESE TWO METHOD S; AUTHORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES, FOR T HE PERIOD UNUSED, THE DELEGATION GIVEN BY THE CGM OF 19 MAY 2004; AUTHORIZE TH E BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES O.20 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, NOT EXCEEDING AN AMOUNT OF EUR 150,000,000.00, BY WAY OF ISSUING SHARES IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS AND REPLACES, FOR THE PERIOD UNUSED, THE DELEGATION GIVEN BY THE CGM OF 19 MAY 2004; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING EUR 40,000, 000.00, BY WAY ISSUING NEW SHARES RESERVED TO THE COMPANY CREDIT AGRICOLE INTE RNATIONAL S EMPLOYEES; AUTHORITY EXPIRES AT THE CLOSE OF THE GENERAL MEETING TO BE CALLED TO APPROVE THE FINANCIAL STATEMENTS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALIT IES O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, FOR AN AMOUNT NOT EXCEEDING EUR 40,000, 000.00, BY WAY OF ISSUING SHARES TO BE PAID-UP IN CASH, IN FAVOR OF THE EMPLOY EES OF CERTAIN LEGAL ENTITIES OF THE GROUP CREDIT AGRICLE S.A., ESTABLISHED IN THE USA AND WHOSE EMPLOYMENT CONTRACT IS RULED BY THE LAW OF THE USA, WHEN TH ESE EMPLOYEES ARE MEMBERS OF AN ENTERPRISE SAVINGS PLAN OF ONE OF THE GROUP CR EDIT AGRICOLE S LEGAL ENTITIES THE AMERICAN EMPLOYEES ; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECES SARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.23 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN AIM OF THE RESOLUTION NUMBER O.16 OR OF PREVIOUS AUTHORIZATIONS ; THE TOTAL NUMBER O F SHARES IN THE 24 MONTHS NOT EXCEEDING 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE END OF 24 MONTHS ; IT CANCELS EFFECTIVE IMMEDIATELY, THE AUTHORIZATION GIVEN BY THE CGM OF 19 MAY 2004; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.24 AMEND THE ARTICLES OF ASSOCIATION NUMBER 9.A Management STATUTORY ALTERATION IN ORDER TO RAISE THE PERCENTAGE OF THE THRESHOLD EXCEEDING, AS A RESULT OF THE DECISION TO RAISE IT FROM 0.6% TO 1% OF THE CAPITAL OR OF THE VOTING RIGHTS O.25 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW, GENERAL MEETING PROXY SERVICES * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM Meeting Date: 05/18/2005 Issuer: D18190898 ISIN: DE0005140008 SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 66998, 6178774, 7168310 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. TH ANK YOU. 1. APPROVE THE ESTABLISHMENT OF THE ANNUAL ACCOUNTS Management AND THE REPORT OF THE SUPERVI SORY BOARD FOR THE FY 2004 2. APPROVE THE PROFIT APPROPRIATION Management 3. GRANT DISCHARGE TO THE BOARD OF MANAGEMENT AND Management THE SUPERVISORY BOARD 4. GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 5. APPOINT THE AUDITOR Management 6. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management 7. GRANT AUTHORITY TO ACQUIRE SHARES OF THE COMPANY Management 8. APPOINT THE SUPERVISORY BOARD Management - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK AG, FRANKFURT AM MAIN AGM Meeting Date: 05/18/2005 Issuer: D18190898 ISIN: DE0005140008 SEDOL: 0835871, 2190846, 2803025, 5750355, 5755554, 5756405, 5757936, 5759471, 5763041, 5766998, 6178774, 7168310 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 223984 DUE TO ADDITIONAL RESO LUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE BE ADVISED THAT DEUTSCHE BANK AG SHARES Non-Voting ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. TH ANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 924,552,218.20 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.70 PER ENTITLED NO-PAR SHARE; THE DIV IDEND ON COMPANY SHARES HELD BY THE COMPANY SHALL BE CARRIED FORWARD; EX-DIVID END AND PAYABLE DATE 19 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND GUSELLSCHAFT AG, Management FRANKFURT AS THE AUDITORS FOR THE FY 2005 6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management SHARES, AT A PRICES NOT DIFFERIN G MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 31 OCT 2006; THE TRADING PORTFOLIO SHARES ACQUIRED FOR SUCH PURPOSE SHALL NOT EXCEED 5% OF THE SHARE CAPITAL OF THE END OF EACH DAY 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS CURRENT SHARE CAPITAL THROUGH THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE NOR M ORE THAN 20% BELOW, THE MARKET PRICE OF THE SHARES OR BY WAY OF A REPURCHASE O FFER AT PRICES NEITHER MORE THAN 10% BELOW NOR MORE THAN 15% ABOVE, THE MARKET PRICE OF SHARES ON OR BEFORE 31 OCT 2006; AND AUTHORIZE THE BOARD OF DIRECTOR S TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGH TS OFFERING INSOFAR AS THE SHARES ARE USED FOR ACQUISITION PURPOSES; IF THE SH ARES ARE OFFERED TO THE SHAREHOLDERS BY WAY OF RIGHTS OFFERING, SHARES SHALL A LSO BE OFFERED TO HOLDERS WARRANTS, CONVERTIBLE BONDS, AND PARTICIPATION CERTI FICATES WITH CONVERSATION RIGHTS; THE SHARES MAY ALSO BE USED FOR THE ISSUE OF EMPLOYEE SHARES OR WITH IN THE SCOPE OF EXISTING STOCK OPTION PLANS SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE OR RETIRED 8.1 ELECT DR. KARL-GERHARD EICK AS AN OFFICER FOR Management THE SUPERVISORY BOARD 8.2 ELECT PROF. DR. PAUL KIRCHHOF AS AN OFFICER FOR Management THE SUPERVISORY BOARD 8.3 ELECT DR. JUR. DR.-ING. E.H. HEINRICH VON PIERER Management AS AN OFFICER FOR THE SUPERVI SORY BOARD 8.4 ELECT MR. DIETER BERG AS AN OFFICER FOR THE SUPERVISORY Management BOARD 8.5 ELECT MR LUTZ WITTIG AS AN OFFICER FOR THE SUPERVISORY Management BOARD - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE POST AG, BONN OGM Meeting Date: 05/18/2005 Issuer: D19225107 ISIN: DE0005552004 SEDOL: 4617859, 7158441 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2004 WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 1,300,702,582.54 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.50 PER NO-PAR SHARE EUR 744,302,582 .54 SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES EX-DIVIDEND AND PAYABLE D ATE: 19 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT PWC DEUTSCHE REVISION AG, WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, Management DUESSELDOR F AS THE AUDITORS FOR THE FY 2005 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 10% FROM THE MARKET PRICE OF THE SHARE S IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 31 OCT 2006; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES, TO USE THE SHARES IN CO NNECTION WITH MERGERS AND ACQUISITIONS, TO DISPOSE OF THE SHARES IN A MANNER O THER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE SOLD AGAINST PAYMENT IN CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRI CE, AND TO USE THE SHARES WITHIN THE SCOPE OF THE COMPANY S EXECUTIVE STOCK OP TION PLANS 2000 AND 2003 7. APPROVE THE REVOCATION OF THE EXISTING AUTHORIZED Management CAPITAL, THE CREATION OF NEW AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLE OF ASSOCIA TION; THE EXISTING AUTHORIZATION OF 13 OCT 2000, TO CREATE AUTHORIZED CAPITAL, SHALL BE REVOKED; AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY S SHARE CAPITAL BY UP TO EU R 250,000,000 THROUGH THE ISSUE OF UP TO 250,000,000 REGISTERED SHARES AGAINST PAYMENT IN KIND, ON OR BEFORE 17 MAY 2010 AUTHORIZED CAPITAL 2005 8.1 ELECT MR. GERD EHLERS TO THE SUPERVISORY BOARD Management 8.2 ELECT MR. ROLAND OETKER TO THE SUPERVISORY BOARD Management 8.3 ELECT MR. HANS W. REICH TO THE SUPERVISORY BOARD Management 8.4 ELECT MR. DR. JUERGEN WEBER TO THE SUPERVISORY Management BOARD * PLEASE BE ADVISED THAT DEUTSCHE POST AG SHARES Non-Voting ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOTE. TH ANK YOU * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- KINGBOARD CHEMICAL HOLDINGS LTD AGM Meeting Date: 05/18/2005 Issuer: G52562140 ISIN: KYG525621408 SEDOL: 6491318, B03BR75 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS Management For AND THE DIRECTORS REPORT AND THE AUDITORS REPORT THEREON FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management Against 3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE BOARD Management Against OF DIRECTORS TO FIX THE DIRECTO RS REMUNERATION 4. RE-APPOINT THE AUDITORS AND AUTHORIZE THE BOARD Management For OF DIRECTORS TO FIX THEIR REMU NERATION 5.a AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY OR SECURITIES CONVERTIBLE INTO SHARES, OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR ANY SHARES, AND MAKE OR G RANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF T HE COMPANY OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION OR ANY SECURITIES WHICH ARE CONVERTIBL E INTO SHARES; OR III) THE EXERCISE OF ANY SHARE OPTION SCHEME OR SIMILAR ARRA NGEMENT; OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 5.b APPROVE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES OF THE COMPANY SHAR ES OR SECURITIES CONVERTIBLE INTO SHARES ON THE STOCK EXCHANGE OF HONG KONG L IMITED THE STOCK EXCHANGE OR ON ANY OTHER STOCK EXCHANGE ON WHICH THE SECURI TIES OF THE COMPANY MAY BE LISTED AND RECOGNIZED FOR THIS PURPOSE BY THE SECUR ITIES AND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE UNDER THE HON G KONG CODE ON SHARE REPURCHASED AND SUBJECT TO AND IN ACCORDANCE WITH ALL APP LICABLE LAWS AND REGULATIONS, DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEED ING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRAT ION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 5.c APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 5.A AND 5.B, TO EXTEND TH E GENERAL MANDATE GRANTED TO THE DIRECTORS TO ALLOT, ISSUE OR OTHERWISE DEAL W ITH SHARES OF THE COMPANY PURSUANT TO RESOLUTION 5.A, TO ADD TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE OF THE COMPANY REPURCHASED PURSUANT TO RESOLUTION 5.B, PROVIDED THAT SUCH AMOUNT DOES NOT EXCEED 10% OF THE AGGREGATE NOMINAL AM OUNT OF THE SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTIO N S.6 AMEND ARTICLES 63, 84 AND 92 OF THE ARTICLES Management For OF ASSOCIATION OF THE COMPANY AND ADOPT THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY, CONSOLIDATING ALL OF TH E CHANGES IN REPLACEMENT OF THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPAN Y - ----------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE AHOLD NV AGM Meeting Date: 05/18/2005 Issuer: N0139V100 ISIN: NL0000331817 BLOCKING SEDOL: 5252602, 5252613, 5252624, B02NY59 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPROVE THE REPORT OF THE EXECUTIVE BOARD Management 3. APPROVE THE REPORT 2004 Management 4. APPROVE THE COMPOSITION OF THE SUPERVISORY BOARD Management 5. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management 6. GRANT AUTHORITY TO ISSUE SHARES AND THE EXCLUSION Management PREEMPTIVE RIGHTS 7. GRANT AUTHORITY TO ACQUIRE SHARES Management 8. ANY OTHER ITEMS Other 9. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE AHOLD NV AGM Meeting Date: 05/18/2005 Issuer: N0139V100 ISIN: NL0000331817 BLOCKING SEDOL: 5252602, 5252613, 5252624, B02NY59 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 215733 DUE TO CHANGE IN THE R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. OPENING Non-Voting 2. APPROVE THE REPORT ON THE FY 2004 BY EXECUTIVE Management BOARD 3.a ADOPT THE 2004 FINANCIAL STATEMENTS Management 3.b APPROVE THE DIVIDEND AND RESERVES POLICY Management 4.a APPOINT MR. D.C. DOIJER AS A MEMBER OF THE SUPERVISORY Management BOARD 4.b APPOINT MS. M.M. HART PHD AS A MEMBER OF THE Management SUPERVISORY BOARD 4.c APPOINT MR. B. HOOGENDOORN AS A MEMBER OF THE Management SUPERVISORY BOARD 4.d APPOINT MS. S.M. SHERN AS A MEMBER OF THE SUPERVISORY Management BOARD 5. AMEND THE REMUNERATION OF THE MEMBERS OF THE Management SUPERVISORY BOARD 6.a AUTHORIZE THE EXECUTIVE BOARD TO ISSUE COMMON Management SHARES OR GRANT RIGHTS TO ACQUIR E COMMON SHARES 6.b AUTHORIZE THE EXECUTIVE BOARD TO RESTRICT OR Management EXCLUDE PRE-EMPTIVE RIGHTS 7. AUTHORIZE THE EXECUTIVE BOARD TO ACQUIRE COMMON Management SHARES IN THE COMPANY AT THE S TOCK EXCHANGE 8. ANY OTHER ITEMS Other 9. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- LOGICACMG PLC AGM Meeting Date: 05/18/2005 Issuer: G55552106 ISIN: GB0005227086 SEDOL: 0522708, 5806322, 7529478, B02SY87 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ANNUAL REPORT AND ACCOUNTS Management For FOR THE YE 31 DEC 2004 2. APPROVE A FINAL DIVIDEND OF 3.5 PENCE FOR EACH Management For ORDINARY SHARE FOR THE YE 31 DE C 2004 3. APPROVE THE REMUNERATION COMMITTEE REPORT FOR Management For THE YE 31 DEC 2004 4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For COMPANY S AUDITORS UNTIL NEXT YEA R S AGM AND AUTHORIZE THE DIRECTORS TO SET THEIR FEES 5. ELECT MR. ROGER PAYNE AS A NON-EXECUTIVE DIRECTOR Management For 6. RE-ELECT MR. HELMUT MAMSCH AS A NON-EXECUTIVE Management For DIRECTOR 7. RE-ELECT MR. JIM MCKENNA AS AN EXECUTIVE DIRECTOR Management For 8. RE-ELECT MR. COR STUTTERHELM AS A NON-EXECUTIVE Management For DIRECTOR 9. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 1 985, TO MAKE ONE OR MORE MARKET PURCHASES OF UP TO 75,094,677 ORDINARY SHARES WHICH IS EQUIVALENT TO 10 PERCENT OF THE COMPANY S ISSUED SHARE CAPITAL AS AT 1 MAR 2005, AT A MINIMUM PRICE OF 10 PENCE EACH EXCLUSIVE OF ANY EXPENSES PAY ABLE BY THE COMPANY AND UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR S UCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER TH E PREVIOUS 5 BUSINESS DAYS; AUTHORITY SHALL REMAIN IN FORCE UNTIL HE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY BUT WILL TERMINATE ON THE DATE FALLING 12 MO NTHS FROM THE DATE THAT THIS RESOLUTION IS PASSED IF THE AGM HAS NOT BEEN HELD BY THAT DATE ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHAS E ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EX PIRY 10. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For SECTION 80 UP TO A TOT AL NOMINAL VALUE OF GBP 24,781,243 AUTHORITY EXPIRES AT THE CONCLUSION OF TH E AGM OF THE COMPANY NEXT YEAR ; AND THE COMPANY MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For SECTION 94 IN EXCHANGE FO R CASH PURSUANT TO THE AUTHORITY GRANTED IN RESOLUTION 10, DISAPPLYING THE STA TUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFER OF SECURITIES WHICH IS MADE TO EACH OF THE HOLDERS O F ORDINARY SHARES; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,754,733 BEING 37,547,338 ORDINARY SHARES OF 10 PENCE EACH; AUTHORITY EXPIRES THE ON THE CO NCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUITY S ECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 APPROVE THE NEW ARTICLES OF ASSOCIATION OF THE Management Against COMPANY IN THE FORM INITIALED BY THE CHAIRMAN FOR THE PURPOSES OF IDENTIFICATION AND PRESENTED TO THE MEETIN G IN SUBSTITUTION FOR AND TO THE EXCLUSION OF THE COMPANY S PRESENT ARTICLES OF ASSOCIATION 13. APPROVE THE RULES OF THE LOGICACMG 2005 UK SHARESAVE Management For PLAN THE UK PLAN PRODUC ED IN DRAFT TO THIS MEETING, WHICH FOR THE PURPOSES OF IDENTIFICATION HAVE BEE N INITIALED BY THE CHAIRMAN AND AUTHORIZE THE DIRECTORS TO: A) MAKE SUCH MODIF ICATIONS TO THE UK PLAN AS THEY MAY HE CONSIDER APPROPRIATE TAKING INTO ACCOUN T THE REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST PRACTICE AND TO ADOPT THE UK PLAN AS SO MODIFIED AND TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONS IDER APPROPRIATE TO IMPLEMENT THE UK PLAN; AND B) ESTABLISH FURTHER PLANS BASE D ON THE UK PLAN BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL O R SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAIL ABLE UNDER SUCH FURTHER PLANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON IN DIVIDUAL OR OVERALL PARTICIPATION IN THE UK PLAN 14. APPROVE THE RULES OF THE LOGICACMG 2005 INTERNATIONAL Management For SHARESAVE PLAN THE INTE RNATIONAL PLAN PRODUCED IN DRAFT TO THIS MEETING, WHICH FOR THE PURPOSES OF I DENTIFICATION HAVE BEEN INITIALLED BY THE CHAIRMAN AND AUTHORIZE THE DIRECTORS TO: A) MAKE SUCH MODIFICATIONS TO THE INTERNATIONAL PLAN AS THEY MAY HE CONSI DER APPROPRIATE TAKING INTO ACCOUNT THE REQUIREMENTS OF THE UK LISTING AUTHORI TY AND BEST PRACTICE AND TO ADOPT THE INTERNATIONAL PLAN AS SO MODIFIED AND TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT UK PLAN; AND B) ESTABLISH FURTHER PLANS BASED ON THE INTERNATIONAL PLAN BUT MODIF IED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERS EAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PL ANS ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL OR OVERALL PARTIC IPATION IN THE INTERNATIONAL PLAN 15. AUTHORIZE THE COMPANY TO INCUR EUROPEAN UNION Management Against POLITICAL EXPENDITURE, AS DEFINE D IN PART XA OF THE COMPANIES ACT 1985 AS AMENDED BY THE POLITICAL PARITIES, ELECTION AND REFERENDUMS ACT 2000 PROVIDED THAT: I) THE MAXIMUM SUM WHICH MAY BE INCURRED AS EU POLITICAL EXPENDITURE SHALL NOT EXCEED GBP 250,000 IN AGGR EGATE IN ANY 12 MONTHS PERIOD COMMENCING ON THE DATE OF THE 2005 AGM; II) THE AUTHORITY IN(I) ABOVE WOULD BE FOR A PERIOD OF FOUR YEARS UNLESS IT IS RENEWED , VARIED OR REVOKED BEFORE THEN IN GENERAL MEETING; III) THE MAXIMUM SUM REFER RED TO IN (I) ABOVE MAY COMPRISE ORE THAN ONE CURRENCY WHICH SHALL BE CONVERTE D INTO STERLING AT A RATE TO BE DETERMINED BY THE DIRECTORS; AND IV) THE COMPA NY MAY INCUR EXPENDITURE AFTER THIS AUTHORITY ENDS IF THE EXPENDITURE IS MADE PURSUANT TO AN AGGREGATE WHICH WAS MADE BEFORE THIS AUTHORITY ENDS 16. AUTHORIZE THE LOGICACMG UK LIMITED, A WHOLLY Management Against OWNED SUBSIDIARY OF THE COMPANY, TO INCUR EUROPEAN UNION POLITICAL EXPENDITURE, AS DEFINED IN PART XA OF THE C OMPANIES ACT 1985 AS AMENDED BY THE POLITICAL PARITIES, ELECTION AND REFEREND UMS ACT 2000 PROVIDED THAT: I) THE MAXIMUM SUM WHICH MAY BE INCURRED AS EU PO LITICAL EXPENDITURE SHALL NOT EXCEED GBP 250,000 IN AGGREGATE IN ANY 12 MONTH S PERIOD COMMENCING ON THE DATE OF THE 2005 AGM; II) THE AUTHORITY IN(I) ABOVE WOULD BE FOR A PERIOD OF FOUR YEARS UNLESS IT IS RENEWED, VARIED OR REVOKED B EFORE THEN IN GENERAL MEETING; III) THE MAXIMUM SUM REFERRED TO IN (I) ABOVE M AY COMPRISE ORE THAN ONE CURRENCY WHICH SHALL BE CONVERTED INTO STERLING AT A RATE TO BE DETERMINED BY THE DIRECTORS; AND IV) LOGICACMG UK LIMITED MAY INCUR EXPENDITURE AFTER THIS AUTHORITY ENDS IF THE EXPENDITURE IS MADE PURSUANT TO AN AGGREGATE WHICH WAS MADE BEFORE THIS AUTHORITY ENDS - ----------------------------------------------------------------------------------------------------------------------------- MAYR-MELNHOF KARTON AG AGM Meeting Date: 05/18/2005 Issuer: A42818103 ISIN: AT0000938204 BLOCKING SEDOL: 4563640, 5373633, B02Q7P9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL REPORT, MANAGEMENT AND THE Management SUPERVISORY REPORTS FOR THE YEAR 2004 2. APPROVE THE ALLOCATION OF NET INCOME Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management FOR THE FY 2004 4. APPROVE THE ACTIONS OF THE SUPERVISORY BOARD Management DURING THE FY 2004 5. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management BOARD FOR THE YEAR 2004 6. ELECT THE SUPERVISORY BOARD Management 7. ELECT THE AUDITORS FOR THE FY 2005 Management 8. APPROVE THE EXTENSION TO PURCHASE OWN SHARES Management UNTIL 18 NOV 2006 9. APPROVE TO CHANGE ARTICLE PARAGRAPH 12 ORGANIZATION Management OF THE SUPERVISORY BOARD STATING THAT THE BOARD ELECTS A HEAD AND 3 REPRESENTATIVES - ----------------------------------------------------------------------------------------------------------------------------- METRO AG, DUESSELDORF OGM Meeting Date: 05/18/2005 Issuer: D53968125 ISIN: DE0007257503 BLOCKING SEDOL: 5041413, 5106129, 5106130, 7159217, B02NST1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT, AS WELL AS THE RESOLUTION ON THE APPROPRIATION OF THE DISTRIB UTION PROFIT OF EUR 355,960,934.62 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT O F A DIVIDEND OF EUR 1.02 PER ORDINARY SHARE AND EUR 1.122 PER PREFERRED SHARE EUR 22,364,502.51 SHALL BE CARRIED FORWARD EX-DIVIDEND AND THE PAYABLE DATE 19 MAY 2005 2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4. ELECT THE AUDITOR FOR THE FISCAL YEAR 2005; IN Management LIGHT OF THE INCREASING INTERNA TIONAL EXPANSION OF THE METRO GROUP, THE SUPERVISORY BOARD INTENDS TO PROPOSE A CHANGE OF THE AUDITOR TO THE ANNUAL GENERAL MEETING. IN PREPARATION FOR THI S CHANGE, A JOINT AUDIT BY THE PROSPECTIVE AND THE CURRENT AUDITOR SHALL BE CA RRIED OUT FOR THE FISCAL YEAR 2005. THE SUPERVISORY BOARD THEREFORE PROPOSES T O ELECT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRUF UNGSGESELLSCHAFT, BERLIN AND FRANKFURT/MAIN, AND FASSELT & PARTNER WIRTSCHAFTS PRUFUNGSGESELLSCHAFT, DUISBURG, JOINTLY AS AUDITORS FOR THE FISCAL YEAR 2005, WITH THE REQUIREMENT TO JOINTLY AUDIT AND TO JOINTLY ISSUE AUDIT CERTIFICATES, ALTHOUGH EACH AUDITOR MAY CARRY OUT SOLE AUDITS AND ISSUE SOLE AUDIT CERTIFIC ATES IN CASE THE OTHER AUDITOR SHOULD DROP OUT FOR A REASON FOR WHICH THE COM PANY IS NOT RESPONSIBLE. 5. ELECT THE SUPERVISORY BOARD Management 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE DIFFERING NEITHER MORE THAN 5% ; FROM THE MARKET PRICE OF THE SHAR ES IF THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE THAN 20%; IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 18 NOV 2006; AUTHORIZ E THE BOARD OF MANAGING DIRECTORS TO FLOAT THE SHARES ON THE FOREIGN STOCK EXC HANGE, TO USE THE SHARES IN CONNECTION WITH THE MERGERS AND ACQUISITIONS, TO D ISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHARE HOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THE M ARKET PRICE OF THE IDENTICAL SHARES, TO USE THE SHARES FOR THE FULFILLMENT OF OPTION OR CONVENED RIGHTS, AND WITHIN THE SCOPE OF THE COMPANY EXECUTION STOCK OPTION PLAN 7. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY AND THE MODERNIZATION ON THE RIGHT TO SET ASIDE RESOLUTIONS O F SHAREHOLDERS MEETINGS AS FOLLOWS: SECTION 15(2), SHAREHOLDERS MEETING BEING PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE NO LATER THAN 30 DAYS PRIOR TO TH E DAY BY WHICH SHAREHOLDERS ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDER S MEETING, SECTION 16(1)1 AND 16(2) SHAREHOLDERS INTENDING TO ATTEND THE SHARE HOLDERS MEETING BEING OBLIGED TO REGISTER 7 DAY PRIOR TO THE SHAREHOLDERS ME ETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO AT TEND THE SHAREHOLDERS MEETING OR TO EXERCISE THEIR VOTING RIGHTS SECTION 16(1 )2 AND 16(1)3 DELETION SECTION 17(3) THE CHAIRMAN OF THE SHAREHOLDERS MEETING MUST BEING AUTHORIZE TO LIMIT THE TIME FOR QUESTION AND ANSWER AT SHAREHOLDERS MEETING ENTITLED TO VOTE ARE THOSE SHAREHOLDERS WHOSE SHARES ARE BLOCKED WIT H US FROM 10 MAY 2005, UNTIL THE CLOSING OF THE MEETING * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- NEXT PLC, LEICESTER AGM Meeting Date: 05/18/2005 Issuer: G6500M106 ISIN: GB0032089863 SEDOL: 3208986, B02SZZ1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE ACCOUNTS AND REPORTS OF Management For THE DIRECTORS AND THE AUDITORS F OR THE PERIOD ENDED 29 JAN 2005 2. APPROVE THE REMUNERATION REPORT FOR THE PERIOD Management For ENDED 29 JAN 2005 3. DECLARE A FINAL DIVIDEND OF 28P PER SHARE IN Management For RESPECT OF THE PERIOD ENDED 29 JA N 2005 4. ELECT MR. JONATHAN DAWSON AS A DIRECTOR WHO RETIRES Management For ACCORDING TO ARTICLE 97 HA VING BEEN APPOINTED BY THE BOARD DURING THE YEAR 5. ELECT MR. CHRISTINE CROSS AS A DIRECTOR WHO RETIRES Management For ACCORDING TO ARTICLE 97 HA VING BEEN APPOINTED BY THE BOARD DURING THE YEAR 6. RE-ELECT MR. SIMON WOLFSON AS A DIRECTOR WHO Management For RETIRES BY ROTATION ACCORDING TO ARTICLE 91 7. RE-ELECT MR. ANDREW VARLEY AS A DIRECTOR WHO Management For RETIRES BY ROTATION ACCORDING TO ARTICLE 91 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For AND AUTHORIZE THE DIRECTORS TO SE T THEIR REMUNERATION 9. APPROVE: A) THE NEXT MANAGEMENT SHARE OPTION Management For PLAN THE PLAN , THE MAIN FEATURE S OF WHICH ARE SPECIFIED IN APPENDIX 1 ON PAGE 57 TO 58 AND AUTHORIZE THE DIRE CTORS TO TAKE ANY ACTION AS THEY CONSIDER NECESSARY TO IMPLEMENT THE PLAN; AND B) TO AUTHORIZE THE DIRECTORS TO ESTABLISH PLANS BASED ON THE PLAN AS THEY CO NSIDER APPROPRIATE FOR EMPLOYEES RESIDENT OUTSIDE THE UK, HAVING REGARD TO LOC AL TAX AND SECURITIES LAWS AND EXCHANGE CONTROLS PROVIDED THAT ANY AWARDS GRA NTED UNDER THOSE PLANS SHALL BE TREATED AS GRANTED UNDER THE PLAN FOR THE PURP OSE OF THE INDIVIDUAL AND OVERALL LIMITS ON PARTICIPATION 10. AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For SECTION 80 OF THE COMPANIES ACT 1 985 THE ACT , TO EXERCISE ALL POWERS OF THE COMPANY TO ALLOT RELEVANT SECURIT IES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 8,500,000; AUTHORITY EXPIRES ON 18 MAY 2010 BUT TO BE CAPABLE OF PREVIOUS REVOCATION OR VARIATION BY THE COMPANY IN GENERAL MEETING AND OF RENEWAL FROM TIME TO TIME BY THE COMP ANY IN GENERAL MEETING FOR A FURTHER PERIOD NOT EXCEEDING FIVE YEARS PROVIDED THAT: A) THE COMPANY MAY MAKE ANY OFFER OR AGREEMENT BEFORE THE EXPIRY OF THIS AUTHORITY THAT WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTE R THIS AUTHORITY HAS EXPIRED; AND B) ALL PREVIOUS AUTHORITIES TO ALLOT SECURIT IES CONFERRED BY RESOLUTION OF THE COMPANY PURSUANT TO SECTION 80 OF THE ACT O R OTHERWISE BE AND THEY ARE HEREBY REVOKED TO THE EXTENT THAT THEY HAVE NOT B EEN PREVIOUSLY UTILIZED S.11 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT EQUITY SECURITI ES SECTION 94 PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 10 SET OUT I N THE NOTICE OF THIS MEETING FOR CASH AND SELL RELEVANT SHARES AS DEFINED IN THE SECTION 94 OF THE ACT HELD BY THE COMPANY AS TREASURY SHARES AS DEFINED IN SECTION 162A OF THE ACT FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RI GHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES: A) IN CONNECTION WITH A RIGHTS ISSUE , OPEN OFFER OR OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDER S; B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 1,300,00 BEING LESS THAN 5% OF T HE ISSUED ORDINARY SHARE CAPITAL OUTSTANDING AT 21 MAR 2005; AUTHORITY EXPIRE S ON 18 MAY 2010 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR SELL TREAS URY SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For ARTICLE 46 OF THE ARTICLES OF AS SOCIATION OF THE COMPANY AND SECTION 166 OF THE COMPANIES ACT 2985 THE ACT TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 39,0 00,000 ORDINARY SHARES OF 10P EACH OR NO MORE THAN 15% OF THE ISSUED ORDINARY SHARE CAPITAL OUTSTANDING AT THE DATE OF THE AGM, SUCH LIMIT TO BE REDUCED BY THE NUMBER OF ANY SHARES PURCHASED PURSUANT TO THE AUTHORITY GRANTED AT RESOLU TION 13 BELOW, AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 5% ABOVE THE AVERAG E MARKET VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OF FICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF 18 MONTHS OR AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY HELD IN 200 6 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY S HARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.13 APPROVE, FOR THE PURPOSES OF SECTION 164 AND Management For 165 OF THE COMPANIES ACT 1985, TH E PROPOSED PROGRAMME AGREEMENTS TO BE ENTERED INTO BETWEEN THE COMPANY AND EAC H OF GOLDMAN SACHS INTERNATIONAL, UBS AG AND DEUTSCHE BANK AG THE PROGRAMME A GREEMENTS AND AUTHORIZE THE COMPANY, TO ENTER INTO THE PROGRAMME AGREEMENTS A ND ALL ANY CONTINGENT OFF-MARKET PURCHASE BY THE COMPANY OF ITS ORDINARY SHARE S OF 10 PENCE EACH FOR CANCELLATION, AS MORE FULLY DESCRIBED IN APPENDIX 2 ON PAGE 58 TO 59 AUTHORITY EXPIRES THE EARLIER OF 18 MONTHS AFTER THE DATE ON WH ICH THIS RESOLUTION IS PASSED AND THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006, UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO THAT TIME EXCEPT I N RELATION TO THE PURCHASE OF ORDINARY SHARES UNDER ANY CONTINGENT FORWARD TRA DE EFFECTED OR MADE BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT BE COM PLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY , AND PROVIDED THAT SHARES PURCHASE D PURSUANT TO THIS AUTHORITY WILL REDUCE THE NUMBER OF SHARES THAT THE COMPANY MAY PURCHASE UNDER THE GENERAL AUTHORITY GRANTED UNDER RESOLUTION S.12 S.14 AMEND THE ARTICLE 141 OF THE COMPANY S ARTICLES Management For OF ASSOCIATION BY DELETING IT AND REPLACING IT WITH A NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- OMV AG, WIEN AGM Meeting Date: 05/18/2005 Issuer: A51460110 ISIN: AT0000743059 BLOCKING SEDOL: 4651459, 5179950, 5788873, B02Q7Q0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS AND Management THE REPORT BY THE SUPERVISORY BOA RD 2. APPROVE THE APPROPRIATION OF NET PROFITS Management 3. APPROVE THE CAPITAL INCREASE FROM THE COMPANY Management S OWN RESOURCES WITH ISSUING NEW SHARES FROM EUR 21810000 TO EUR 300000000 AND ALTER THE STATUTES PARAGRAPH 3 4. APPROVE THE SHARES TO SPLIT AT A RATIO OF 1:10 Management AND ALTER THE STATUES PARAGRAPH 3 5. APPROVE TO CHANGE THE STATUTES BOARD OF PARAGRAPH Management 12 RESOLUTIONS, SUPERVISORY BOARD 6. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management OF DIRECTORS AND THE SUPERVISOR Y BOARD IN THE YEAR 2004 7. APPROVE THE REMUNERATION FOR THE SUPERVISORY Management BOARD FOR THE YEAR 2004 8. APPROVE THE SHARE OPTION PLAN OF 2005 AND GRANT Management AUTHORITY TO BUY OWN SHARES 9. ELECT THE BALANCE SHEET AUDITOR FOR THE YEAR 2005 Management - ----------------------------------------------------------------------------------------------------------------------------- SANOFI-AVENTIS OGM Meeting Date: 05/18/2005 Issuer: F5548N101 ISIN: FR0000120578 BLOCKING SEDOL: 5671735, 5696589, 7166239, B01DR51, B043B67 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 31 MAY 2005.CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.PLEASE BE ALSO ADVISED THAT YOU R SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED.T HANK YOU O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE Y EAR 2004, IN THE FORM PRESENTED TO THE MEETING O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS A ND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR 200,000,000.00, Management PURSUANT TO THE ARTI CLE 39 OF THE AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT AND ACKNOWLEDGE THAT : PROFITS FO R THE FY : EUR 2,854,176,549.99; RETAINED EARNINGS : EUR 158,403,755.79 AN E XTRAORDINARY TAX ON THE SPECIAL RESERVE ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS : EUR 3,012,580,305. 78; AND TO APPROPRIATE DISTRIBUTABLE PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EU R 1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR 1,318,895,125.38; THE SHAREH OLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 200 5 O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management ON AGREEMENTS GOVERNED BY THE A RTICLE L. 225-38 AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID R EPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS Management AUDIT AS THE STA TUTORY AUDITORS FOR A PERIOD OF 6 YEARS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management COLL AS PRICEWATERHOUSECOOPE RS AUDIT S DEPUTY AUDITOR FOR A PERIOD OF 6 YEARS O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR ANY EARLIER AUTHORITY, T O TRADE THE COMPANY S SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING CONDIT IONS: MAXIMUM PURCHASE PRICE: EUR 90.00; GLOBAL AMOUNT TO THIS REPURCHASE PROG RAM WILL NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE THE BO ARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY F ORMALITIES O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management BOARD OF DIRECTORS SET FORTH I N RESOLUTION 6 AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004, IN ORDER TO IS SUE BONDS O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,0 00.00, BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A DEBT SECURITY; THE NOMINAL MAXI MUM AMOUNT OF THE CAPITAL INCREASES REALIZED IN ACCORDANCE WITH THE PRESENT RE SOLUTION AND THOSE GRANTED BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00; AUTHORITY IS GIVEN FOR A PERI OD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 840,000,000.00, BY WAY OF ISSUING, WITHOUT THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS THE PREFERENTIAL SHARE EXCLU DED , SHARES OR ANY SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES; THE AMOUNT SHALL COUNT AGAINST THE VALU E OF THE OVERALL CEILING SET FORTH IN RESOLUTION OF THE PRESENT MEETING AND TH OSE GRANTED BY THE RESOLUTIONS ; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACC OMPLISH ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF ALL AND ANY EARLIER AUTHO RITY, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY OF CAPITALI ZING PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY OTHER MEANS PROVIDED THAT SU CH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT T HROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF PAR VALUE OF EXISTING SHARES, OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE AMOUNT SHALL COUNT AGAINST TH E OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTH ORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTOR S TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management TO INCREASE THE NUMBER OF SECUR ITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT SUBSCRI PTION PRE-EMPTIVE RIGHTS, TO THE SAME PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL AMOUNT OF THE CAPI TAL INCREASED AGAINST THE OVERALL VALUE SET FORTH IN THE RESOLUTION NUMBER 9 O F THE PRESENT MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR OF THE MEMB ERS OF ONE OR MORE OF THE COMPANY SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AN D AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE CAPITAL; THE NOMINAL MAXIMU M AMOUNT WHICH COULD BE REALIZED ACCORDING TO THE PRESENT DELEGATION, SHALL CO UNT AGAINST THE OVERALL VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRES ENT MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSAR Y FORMALITIES E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF AL AND ANY EARLIER AUTHOR ITIES, TO GRANT, IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL I NCREASE, OR TO PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY, PROVIDED T HAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED 2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO SUBSCRI BE FOR SHARES, IN ACCORDANCE WITH THE PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING; AUTH ORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTOR S TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management WITH THE ALLOCATIONS FREE OF CHAR GE OF THE COMPANY S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL SHARES B EING EXCLUDED , IN FAVOR OF BENEFICIARIES TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE CAPITA L INCREASES WHICH WOULD BE REALIZED IN ACCORDANCE WITH THE PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION NUMBER 9 OF THE P RESENT MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECES SARY FORMALITIES O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management OF ALL AND ANY EARLIER AUTHO RITIES, TO REDUCE THE SHARE CAPITAL BY CANCELING THE COMPANY S SELF DETAINED SHARES, IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL N UMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE SHARE CA PITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORM ALITIES O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION PRESC RIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- THE SWATCH GROUP AG, NEUENBURG AGM Meeting Date: 05/18/2005 Issuer: H83949141 ISIN: CH0012255151 BLOCKING SEDOL: 7184725 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. 1.1 APPROVE THE 2004 ANNUAL REPORT OF THE BOARD OF Management DIRECTORS 1.2 APPROVE THE 2004 FINANCIAL STATEMENTS AND THE Management CONSOLIDATED FINANCIAL STATEMENT S 1.3 APPROVE THE STATUTORY AUDITORS REPORT AND THE Management REPORT OF THE GROUP AUDITORS 1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management 2. GRANT DISCHARGE THE BOARD OF DIRECTORS Management 3. APPROVE THE APPROPRIATION OF THE NET INCOME Management 4. APPROVE THE REDUCTION OF THE SHARE CAPITAL ADAPTATION Management OF ARTICLE 4 OF THE STA TUTES 5. ELECT THE BOARD OF DIRECTORS Management 6. APPROVE TO NOMINATE THE STATUTORY AUDITORS AND Management THE GROUP AUDITORS - ----------------------------------------------------------------------------------------------------------------------------- THE SWATCH GROUP AG, NEUENBURG AGM Meeting Date: 05/18/2005 Issuer: H83949133 ISIN: CH0012255144 BLOCKING SEDOL: 7184736, B00SKY7, B06MKF4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISS UED REQUESTING YOUR VOTING INSTRUCTIONS * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- THE SWATCH GROUP AG, NEUENBURG OGM Meeting Date: 05/18/2005 Issuer: H83949133 ISIN: CH0012255144 BLOCKING SEDOL: 7184736, B00SKY7, B06MKF4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT YO UR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR A CCOUNTS. THANK YOU. 1.1 APPROVE THE 2004 ANNUAL REPORT OF THE BOARD OF Management DIRECTORS 1.2 APPROVE THE 2004 FINANCIAL STATEMENTS AND THE Management CONSOLIDATED FINANCIAL STATEMENT S 1.3 APPROVE THE STATUTORY AUDITORS REPORT AND THE Management REPORT OF THE GROUP AUDITORS 1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management 2. GRANT DISCHARGE THE BOARD OF DIRECTORS Management 3. APPROVE TO APPROPRIATE THE NET INCOME Management 4. APPROVE TO REDUCE THE SHARE CAPITAL ADAPTATION Management THE ARTICLE 4 OF THE STATUTES 5. ELECT THE BOARD OF DIRECTORS Management 6. ELECT THE STATUTORY AUDITORS AND THE GROUP AUDITORS Management * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting NOTICE SENT UNDER MEETING 221734, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS - ----------------------------------------------------------------------------------------------------------------------------- THE WHARF (HOLDINGS) LTD AGM Meeting Date: 05/18/2005 Issuer: Y9551M108 ISIN: HK0004000045 SEDOL: 4969226, 6435576, 6959582, B01DRT5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENT OF ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND AUDITOR S FOR THE YE 31ST DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31ST DEC 2004 Management For 3. RE-ELECT RETIRING DIRECTORS Management For 4. APPOINT AUDITORS AND AUTHORISE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5. APPROVE: TO INCREASE IN THE RATE OF FEE PAYABLE Management For TO EACH DIRECTOR OF THE COMPAN Y FROM HKD 35,000 PER ANNUM TO HKD 50,000 PER ANNUM, AND TO PAY TO EACH OF THO SE DIRECTORS OF THE COMPANY WHO FROM TIME TO TIME ARE ALSO MEMBERS OF THE AUDI T COMMITTEE OF THE COMPANY OF AN EXTRA REMUNERATION AT THE RATIO OF HKD 15,000 PER ANNUM 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO PURCHASE Management For SHARES IN THE CAPITAL OF TH E COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMIT ED OR ANY OTHER STOCK EXCHANGE RECOGNISED FOR THIS PURPOSE BY THE SECURITIES A ND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED UNDER THE CODE ON SHARE REPURCHASE, NOT EXCEEDING 10% OF THE AGGREGATE NOMINA L AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THI S RESOLUTION; AUTHORITY EXPIRES THE EARLIEST OF THE CONCLUSION OF THE NEXT AG M OF THE COMPANY; OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW; OR THE REVOCATION OR VARIATION OF THE AUTHO RITY GIVEN UNDER THIS RESOLUTION BY ORDINARY RESOLUTION OF THE SHAREHOLDERS IN GENERAL MEETING 7. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS DURING THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF TH E AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE D ATE OF PASSING THIS RESOLUTION; OTHERWISE THAN PURSUANT TO I) ANY EXECUTIVE OR EMPLOYEE SHARE OPTION OR INCENTIVE SCHEME; OR II) A RIGHTS ISSUE; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIEST OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; OR THE EXPIRATION OF THE PERIOD WI THIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW; OR THE REVOCATION OR VARIATION OF THE APPROVAL GIVEN UNDER THIS RESOLUTION BY ORDINARY RESOLUTI ON OF THE SHAREHOLDERS IN GENERAL MEETING 8. APPROVE TO EXTEND THE GENERAL MANDATE GRANTED Management For TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ANY ADDITIONAL SHARES OF THE COMPANY PURSUANT TO ORDINARY RESOLUTION 7 , BY AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOU NT OF THE SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT TO ORDINARY RESOLU TION 6 , PROVIDED THAT SUCH EXTENDED AMOUNT DOES NOT EXCEED 10% OF THE AGGREG ATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF P ASSING THIS RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- AEON CO LTD AGM Meeting Date: 05/19/2005 Issuer: J00288100 ISIN: JP3388200002 SEDOL: 5754379, 6480048, B01DBV5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1.1 ELECT MR. TOSHIJI TOKIWA AS A DIRECTOR Management For 1.2 ELECT MR. MOTOYA OKADA AS A DIRECTOR Management For 1.3 ELECT MR. YUTAKA FURUTANI AS A DIRECTOR Management For 1.4 ELECT MR. YOSHIKI MORI AS A DIRECTOR Management For 1.5 ELECT MR. YOSHIHARU FUKUHARA AS A DIRECTOR Management Against 1.6 ELECT MR. MINORU MAKIHARA AS A DIRECTOR Management Against 1.7 ELECT MR. GENZO YAMAZAKI AS A DIRECTOR Management For 1.8 ELECT MR. MASAMI ISHIZAKA AS A DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- AEON CO LTD AGM Meeting Date: 05/19/2005 Issuer: J00288100 ISIN: JP3388200002 SEDOL: 5754379, 6480048, B01DBV5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1.1 ELECT DIRECTOR Management For 1.2 ELECT DIRECTOR Management For 1.3 ELECT DIRECTOR Management For 1.4 ELECT DIRECTOR Management For 1.5 ELECT DIRECTOR Management Against 1.6 ELECT DIRECTOR Management Against 1.7 ELECT DIRECTOR Management For 1.8 ELECT DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- AMP LIMITED AGM Meeting Date: 05/19/2005 Issuer: Q0344G101 ISIN: AU000000AMP6 SEDOL: 5517561, 6115715, 6121206, 6709958, 6710789 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL REPORT AND THE REPORTS Non-Voting Non-Vote Proposal OF THE DIRECTORS AND THE AUDITOR IN RESPECT OF THE YE 31 DEC 2004 2.a ELECT MR. JOHN FREDERICK ASTBURY, WHO IS CEASING Management For TO HOLD OFFICE IN ACCORDANCE WITH CLAUSE 62.3 OF THE CONSTITUTION OF AMP LIMITED, AS A DIRECTOR OF AMP LIMI TED 2.b RE-ELECT MR. RICHARD JOHN GRELLMAN, A DIRECTOR Management For RETIRING IN ACCORDANCE WITH CLA USE 64.1 OF THE CONSTITUTION OF AMP LIMITED, AS A DIRECTOR OF AMP LIMITED 3. APPROVE TO REDUCE THE CAPITAL OF AMP LIMITED Management For BY PAYING THE SUM OF 40 CENTS PER FULLY PAID ORDINARY SHARE IN AMP LIMITED TO THE HOLDERS OF SUCH SHARES ON THE RECORD DATE SPECIFIED BY AMP LIMITED S.4 AMEND THE CONSTITUTION OF AMP LIMITED AS FOLLOWS: Management For BY DELETING THE DEFINITION O F SCH BUSINESS RULES IN CLAUSE 1.1 AND INSERTING THE NEW DEFINITION AS SPECI FIED; BY REPLACING EACH REFERENCE TO THE SCH BUSINESS RULES WITH A REFERENCE TO THE ASTC SETTLEMENT RULES ; BY DELETING CLAUSE 65.2 AND REPLACING IT WITH THE NEW CLAUSE 65.2 AS SPECIFIED; BY DELETING CLAUSE 96.1 AND REPLACING IT WI TH THE NEW CLAUSE 96.1 AS SPECIFIED; BY INSERTING A NEW CLAUSE 96.5 AS SPECIFI ED; BY DELETING CLAUSE 101.1 AND REPLACING IT WITH THE NEW CLAUSE 101.1 AS SPE CIFIED; BY REPLACING EACH REFERENCE TO ELECTRONIC NOTIFICATION IN CLAUSE 101 .3 WITH A REFERENCE TO ELECTRONIC TRANSMISSION ; BY INSERTING A NEW CLAUSE 10 1.3A AS SPECIFIED; BY INSERTING A NEW CLAUSE 101.3B AS SPECIFIED; AND BY DELET ING CLAUSE 101.4 AND REPLACING IT WITH A NEW CLAUSE 101.4 AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- BANK AUSTRIA CREDITANSTALT AG AGM Meeting Date: 05/19/2005 Issuer: A07933129 ISIN: AT0000995006 BLOCKING SEDOL: 7621363, 7699780, B02Q793 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORT, THE REPORTS OF THE Management MANAGEMENT BOARD AND THE SUPERVI SORY BOARD FOR THE FY 2004 2. APPROVE THE USAGE OF THE NET INCOME Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management AND THE SUPERVISORY BOARD FOR TH E FY 2004 4. AUTHORIZE THE BOARD TO INCREASE THE INITIAL CAPITAL Management WITHIN THE NEXT 5 YEARS BY EUR 534,460,374,90 BY ISSUING UP TO 73,515,870 YOUNG SHARES 5. APPROVE TO THE PURCHASE OF OWN SHARES TO TRADE Management ACCORDING TO SECTION 65 COMPANI ES ACT 6. ELECT THE AUDITOR FOR 2006 Management 7. ELECT THE SUPERVISORY BOARD Management - ----------------------------------------------------------------------------------------------------------------------------- BIC(SOCIETE) MIX Meeting Date: 05/19/2005 Issuer: F10080103 ISIN: FR0000120966 BLOCKING SEDOL: 5298781, 5616093 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FO R THE YEAR ENDING 31 DEC 2004 O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY ENDING 31 DEC 2004 O.3 APPROVE TO APPROPRIATE THE PROFITS AS FOLLOWS: Management PROFITS FOR THE FY: EUR 171,105 ,342.80, PRIOR RETAINED EARNINGS: EUR 140,760,280.43, DISTRIBUTABLE PROFITS: E UR 311,865,623.23, APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR 97,569,226.4 0, CARRY FORWARD ACCOUNT: EUR 214,296,396.83; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.90 PER SHARE; AN INTERIM DIVIDEND OF EUR 0.40 BEING PAID AS OF 03 NOV 2004 WITH TAX CREDIT , THE BALANCE OF EUR 1.50 WILL BE PAID ON 27 MAY 2005, ELIGIBLE FOR 50% ALLOWANCE O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT A ND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 124,000.00 Management TO THE BOARD OF DIRECTORS O.6 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 55.00, M INIMUM SALE PRICE: EUR 25.00, THE MAXIMUM NUMBER OF SHARES TO BE TRADED SHALL NOT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE GENERAL MEETING CALLED TO DELIBERATE ON FY ENDING 31 DEC 2005 ; THE PRESENT DELEGATION CANCEL S AND REPLACES, FOR THE PORTION UNUSED, THE DELEGATION SET FORTH IN RESOLUTION NUMBER 6 AND GIVEN BY THE OGM; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.7 APPROVE TO RENEW THE TERM OF OFFICE OF DELOITTE Management ET ASSOCIES AS THE STATUTORY A UDITOR FOR 6 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF THE BEAS Management COMPANY AS THE DEPUTY AUDITOR FOR A PERIOD OF 6 YEARS O.9 APPOINT THE BDO MARQUE ET GENDROT COMPANY AS Management THE STATUTORY AUDITOR FOR A PERIO D OF 6 YEARS; IT REPLACES MR. ALAIN LAINE O.10 APPOINT MR. PATRICK GIFFAUX AS THE DEPUTY AUDITOR Management FOR A PERIOD OF 6 YEARS; HE REPLACES THE PROXIMA COMPANY E.11 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVID ED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY EXPIRES AT THE GENERAL MEETING CALLED TO DELIBE RATE ON THE FINANCIAL STATEMENTS FOR FY ENDING 31 DEC 2005 ; AND TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- CADBURY SCHWEPPES PLC AGM Meeting Date: 05/19/2005 Issuer: G17444152 ISIN: GB0006107006 SEDOL: 0610700, 5659883, 6149703 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE 53 WEEKS Management For ENDED 02 JAN 2005 AND THE RE PORTS OF THE DIRECTORS AND AUDITORS 2. APPROVE THE FINAL DIVIDEND OF 8.70 PENCE PER Management For ORDINARY SHARE PAYABLE ON 27 MAY 2005 TO THE ORDINARY SHAREHOLDERS REGISTERED AT THE CLOSE OF BUSINESS ON 29 AP R 2005 3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For IN THE REPORT AND ACCOUNT S 4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY RO TATION 5. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For COMPANY, , WHO RETIRES BY ROTATI ON 6. RE-APPOINT MR. ROSEMARY THORNE AS A DIRECTOR Management For OF THE COMPANY 7. RE-APPOINT MR. BARONESS WILCOX AS A DIRECTOR Management For OF THE COMPANY, WHO RETIRES BY RO TATION 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 10. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For RELEVANT SECURITIES AS DEFINED SECTION 80 OF THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP 85.68 MILLION; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY NEXT YEAR ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES Management For AS DEFINED IN SECTION 94(2) OF THE COMPANIES ACT 1985 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RES OLUTION 10 WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING THE STATUTO RY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER PRE-EMPTIVE OFFER IN FAVOR OF ORDINARY SHAREHOLDERS; II) U P TO AN AGGREGATE NOMINAL AMOUNT OF GBP 12.98 MILLION; AUTHORITY EXPIRES AT T HE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQU ITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF ITS OWN ORDINARY SHARES UPON AND SUBJECT TO THE FOLLOWING CONDITIONS: I) THE MAXIM UM NUMBER OF SUCH ORDINARY SHARES IN THE COMPANY HAS A TOTAL NOMINAL VALUE OF GBP 25.96 MILLION; II) THE MINIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT EQUAL TO THE NOMINAL VALUE OF EACH S UCH ORDINARY SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY B E PAID FOR ANY SUCH ORDINARY SHARE IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE M IDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES TH E EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFO RE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR M AY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- CHEUNG KONG (HOLDINGS) LTD AGM Meeting Date: 05/19/2005 Issuer: Y13213106 ISIN: HK0001000014 SEDOL: 5633100, 6190273, 6191458, B01XX20 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.1 RE-ELECT MR. LI KA-SHING AS A DIRECTOR Management For 3.2 RE-ELECT MR. LI TZAR KUOI AS A DIRECTOR Management For 3.3 RE-ELECT MR. VICTOR AS A DIRECTOR Management For 3.4 RE-ELECT MS. PAU YEE WAN AS A DIRECTOR Management For 3.5 RE-ELECT MR. EZRA AS A DIRECTOR Management For 3.6 RE-ELECT MR. WOO CHIA CHING AS A DIRECTOR Management For 3.7 RE-ELECT MR. GRACE AS A DIRECTOR Management For 3.8 RE-ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For 3.9 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management For 3.10 RE-ELECT MR. CHOW NIN MOW AS A DIRECTOR Management For 3.11 RE-ELECT MR. ALBERT AS A DIRECTOR Management For 3.12 RE-ELECT MR. KWAN CHIU YIN AS A DIRECTOR Management For 3.13 RE-ELECT MR. ROBERT AS A DIRECTOR Management For 3.14 RE-ELECT MR. CHEONG YING CHEW AS A DIRECTOR Management For 3.15 RE-ELECT MR. HENRY AS A DIRECTOR Management For 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management Against THE ADDITIONAL SHARES NOT EXCEED ING 20% OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THI S RESOLUTION UNTIL THE NEXT AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE THE GRANTING OF OFFERS OR OPTIONS INCLUDING BONDS AND DEBENTURES CONVERTIBLE INT O SHARES OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR CONVERTIBLE DURING OR A FTER THE RELEVANT PERIOD 5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For PERIOD AS SPECIFIED OF ALL THE POWERS OF THE COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH IN. THE CAPITAL O F THE COMPANY IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF T HE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KON G LIMITED OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME; THE AGG REGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY TO BE REPURCHASED BY THE COMPAN Y PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THI S RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXP IRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For OF ADDITIONAL SHARES PURSUANT TO ORDINARY RESOLUTION NO. 5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE ADDITION TH ERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPI TAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURS UANT TO ORDINARY RESOLUTION NO. 5.2 AS SPECIFIED, PROVIDED THAT SUCH AMOUNT SH ALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE SAID RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- CHEUNG KONG (HOLDINGS) LTD AGM Meeting Date: 05/19/2005 Issuer: Y13213106 ISIN: HK0001000014 SEDOL: 5633100, 6190273, 6191458, B01XX20 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal ID 232094 DUE TO A CHANGE IN THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.1 ELECT MR. LI KA-SHING AS A DIRECTOR Management For 3.2 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For 3.3 ELECT MS. PAU YEE WAN, EZRA AS A DIRECTOR Management For 3.4 ELECT MS. WOO CHIA CHING, GRACE AS A DIRECTOR Management For 3.5 ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For 3.6 ELECT MR. SIMON MURRAY AS A DIRECTOR Management For 3.7 ELECT MR. CHOW NIN MOW, ALBERT AS A DIRECTOR Management For 3.8 ELECT MR. KWAN CHIU YIN, ROBERT AS A DIRECTOR Management For 3.9 ELECT MR. CHEONG YING CHEW, HENRY AS A DIRECTOR Management For 4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For AUDITORS AND AUTHORISE THE DIR ECTORS TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management Against THE ADDITIONAL SHARES NOT EXCEED ING 20% OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THI S RESOLUTION UNTIL THE NEXT AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE THE GRANTING OF OFFERS OR OPTIONS INCLUDING BONDS AND DEBENTURES CONVERTIBLE INT O SHARES OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR CONVERTIBLE DURING OR A FTER THE RELEVANT PERIOD 5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For PERIOD AS SPECIFIED OF ALL THE POWERS OF THE COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH IN. THE CAPITAL O F THE COMPANY IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF T HE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KON G LIMITED OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME; THE AGG REGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY TO BE REPURCHASED BY THE COMPAN Y PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THI S RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY E XPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXP IRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For OF ADDITIONAL SHARES PURSUANT TO RESOLUTION NO. 5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF TH E COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO R ESOLUTION NO. 5.2 AS SPECIFIED, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE SAID RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- COCA-COLA AMATIL LTD AGM Meeting Date: 05/19/2005 Issuer: Q2594P146 ISIN: AU000000CCL2 SEDOL: 5411920, 6123451, B01FK58 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE ACCOUNTS FOR THE YE Management For 31 DEC 2004 AND THE REPORTS OF TH E DIRECTORS AND THE AUDITORS 2.1 RE-ELECT MR. W. M. KING AO AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ARTIC LE 81 OF THE CONSTITUTION 2.2 RE-ELECT MR. H. A. SCHIMBERG AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH ART ICLE 75 OF THE CONSTITUTION 2.3 RE-ELECT MR. D. E. MEIKLEJOHN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH AR TICLE 85 OF THE CONSTITUTION S.3 ADOPT THE NEW CONSTITUTION IN SUBSTITUTION FOR Management For THE EXISTING CONSTITUTION OF TH E COMPANY S.4 AMEND, FOR THE PURPOSES OF THE SECTION 136 OF Management For THE CORPORATIONS ACT 2001, AND F OR ALL OTHER PURPOSES, WITH EFFECT FROM THE EARLIEST DATE ON WHICH THE VARIATI ON BECOMES EFFECTIVE IN ACCORDANCE WITH LAW AND SUBJECT TO THE APPROVAL OR WRI TTEN CONSENT OF THE MEMBERS, THE CONSTITUTION OF THE COMPANY, PURSUANT TO RESO LUTION 3, BY DELETING THE ARTICLE 2.9 AND SUBSTITUTING IT WITH NEW ONE S.5 APPROVE, FOR THE PURPOSES OF SECTION 256 B OF Management For THE CORPORATIONS ACT 2001, FOR A LL OTHER PURPOSES AND WITH EFFECT FROM THE DATE WHEN APPROVAL OF THE MEMBERS W HOSE SHARES ARE TO BE CANCELLED IS OBTAINED, TO REDUCE THE ISSUED SHARE CAPITA L OF THE COMPANY BY $43,650 AND THAT REDUCTION BE EFFECTED AND SATISFIED BY TH E CANCELLATION OF 43,650,755 NON-PARTICIPATING SHARES AND THE PAYMENT TO THE H OLDERS OF THE NON-PARTICIPATING SHARES ON THE RECORD DATE IN CONSIDERATION FOR THAT CANCELLATION OF 1 CENT FOR EACH 10 NON-PARTICIPATING SHARES HELD BY THEM WITH ANY FRACTIONAL ENTITLEMENTS ROUNDED DOWN AND OTHERWISE AS SPECIFIED 6. APPROVE, PURSUANT TO ARTICLE 79 OF THE CONSTITUTION, Management For THAT THE MAXIMUM AMOUNT O F THE DIRECTORS FEES FOR THEIR SERVICES AS THE DIRECTORS BE INCREASED FROM TH E PRESENT LIMIT OF AUD 1,000,000 PER ANNUM IN AGGREGATE TO A LIMIT OF AUD 1,50 0,000 PER ANNUM IN AGGREGATE 7. APPROVE THAT THE DIRECTORS BE PERMITTED TO INVITE Management Against MR. T.J. DAVIS TO PARTICIPAT E IN THE COCA-COLA AMATIL LIMITED LONG TERM INCENTIVE SHARE PLAN BY OFFERING H IM RIGHTS TO ACQUIRE UP TO 324,750 FULLY PAID ORDINARY SHARES IN THE COMPANY A S SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- HUTCHISON WHAMPOA LTD AGM Meeting Date: 05/19/2005 Issuer: Y38024108 ISIN: HK0013000119 SEDOL: 5324910, 6448035, 6448068, B01DJQ6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE STATEMENT OF AUDITED Management For ACCOUNTS AND THE REPORTS OF THE D IRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.1 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For 3.2 ELECT MR. KIN-NING, CANNING AS A DIRECTOR Management For 3.3 ELECT MR. KAM HING LAM AS A DIRECTOR Management For 3.4 ELECT MR. HOLGER KLUGE AS A DIRECTOR Management For 3.5 ELECT MR. WONG CHUNG HIN AS A DIRECTOR Management For 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTOR TO ISSUE AND DISPOSE OF Management Against AN ADDITIONAL ORDINARY SHARES O F THE COMPANY NOT EXCEEDING 20% OF THE EXISTING ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY 5.2 AUTHORIZE THE DIRECTOR OF THE COMPANY, DURING Management For THE RELEVANT PERIOD, TO REPURCHA SE ORDINARY SHARES OF HKD 0.25 EACH IN THE CAPITAL OF THE COMPANY IN ACCORDANC E WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LIS TING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR OF ANY OTHER STOCK EXCHANGE, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ORDIN ARY SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THIS RESOLUTION; AUT HORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRAT ION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 5.3 APPROVE THE DIRECTORS, TO ISSUE AND DISPOSE OF Management For ADDITIONAL ORDINARY SHARES, PUR SUANT TO ORDINARY RESOLUTION NO.1, TO ADD OF AN AMOUNT REPRESENTING THE AGGREG ATE NOMINAL AMOUNT OF THE ORDINARY SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO ORDINARY RESOLUTION NO.2, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUN T OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE DATE OF THIS RESO LUTION - ----------------------------------------------------------------------------------------------------------------------------- HUTCHISON WHAMPOA LTD EGM Meeting Date: 05/19/2005 Issuer: Y38024108 ISIN: HK0013000119 SEDOL: 5324910, 6448035, 6448068, B01DJQ6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE, WITH EFFECT FROM THE CONCLUSION OF THE Management Against MEETING AT WHICH THIS RESOLUTI ON IS PASSED, THE RULES OF THE SHARE OPTION SCHEME OF HUTCHISON TELECOMMUNICAT IONS INTERNATIONAL LIMITED A SUBSIDIARY OF THE COMPANY WHOSE SECURITIES ARE L ISTED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED AND NEW YOR K STOCK EXCHANGE, INCORPORATION HTIL SHARE OPTION SCHEME AND AUTHORIZE THE DIRECTORS OF THE COMPANY, ACTING TOGETHER, INDIVIDUALLY OR BY COMMITTEE, TO AP PROVE ANY AMENDMENTS TO THE RULES OF THE HTIL SHARE OPTION SCHEME AS MAY BE AC CEPTABLE OR NOT OBJECTED TO BY THE STOCK EXCHANGE OF HONG KONG LIMITED, AND TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO CARRY INTO EFFECT THE HTIL SHARE OPTION SCHEME SUBJECT TO AND IN ACCORDANCE WITH THE TER MS THEREOF WITH EFFECT FROM THE CONCLUSION OF THE MEETING AT WHICH THIS RESOLU TION IS PASSED - ----------------------------------------------------------------------------------------------------------------------------- MFI FURNITURE GROUP PLC AGM Meeting Date: 05/19/2005 Issuer: G60648121 ISIN: GB0005576813 SEDOL: 0557681, B02SZ17 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ANNUAL REPORT AND THE FINANCIAL Management For STATEMENTS FOR THE 52 WE EKS ENDED 25 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE 52 WEEKS ENDED Management For 25 DEC 2004 OF 2.0 PENCE PER O RDINARY SHARE 3. RE-APPOINT MR. M. ROBSON AS A DIRECTOR, WHO VACATES Management For THE OFFICE IN ACCORDANCE W ITH THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-APPOINT MR. J. HANCOCK AS A DIRECTOR, WHO Management For RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-APPOINT MR. M. HORGAN AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-APPOINT MR. L KNOX AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE WIT H THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-APPOINT MR. I. SMITH AS A DIRECTOR, WHO RETIRES Management For BY ROTATION IN ACCORDANCE W ITH THE COMPANY S ARTICLES OF ASSOCIATION 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY, UNTIL THE CON CLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID 9. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For REMUNERATION 10. APPROVE THE DIRECTORS REMUNERATION REPORT AND Management Against POLICY 11. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 4B OF THE COMPANY S ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT BEING GBP 15,198 ,182; AUTHORITY EXPIRES AT THE END OF THE NEXT AGM OF THE COMPANY S.12 APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For DIRECTORS BY ARTICLE 4C OF THE COMPANY S ARTICLES OF ASSOCIATION WITH THE SECTION 89 AMOUNT BEING GBP 3,115, 851 REPRESENTING 5% OF THE ISSUED SHARE CAPITAL OF THE COMPANY ; AUTHORITY E XPIRES AT THE END OF THE NEXT AGM OF THE COMPANY S.13 AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITIES Management For CONTAINED IN THE ARTICLES O F ASSOCIATION OF THE COMPANY, TO MAKE ONE OR MORE MARKET PURCHASES SECTION 16 3(3) OF THE COMPANIES ACT 1985 OF UP TO 62,580,514 ORDINARY SHARES REPRESENT ING 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF 10P EACH IN THE CAPITAL OF TH E COMPANY , AT A MINIMUM PRICE OF 10P AND NOT MORE THAN 105% OF THE AVERAGE MI DDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE C OMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHI CH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- PINAULT PRINTEMPS REDOUTE SA MIX Meeting Date: 05/19/2005 Issuer: F7269R105 ISIN: FR0000121485 BLOCKING SEDOL: 4703844, 5505072, 5786372, 7166228 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 RECEIVE THE MANAGEMENT REPORT OF THE EXECUTIVE Management COMMITTEE, THE OBSERVATIONS OF THE SUPERVISORY BOARD AND THE GENERAL REPORT OF THE STATUTORY AUDITORS, APPROV E THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004 O.2 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management THE OBSERVATIONS OF THE SUPERVI SORY BOARD AND THE REPORT OF THE STATUTORY AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2004 FY O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-86 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.4 APPROVE THE APPROPRIATION AS FOLLOWS: PROFITS Management FOR THE FY: EUR 559,514,936.80, PRIOR RETAINED EARNINGS: EUR 423,199,784.99, BALANCE: EUR 982,714,721.79, LEGA L RESERVE: EUR 11,000.00, DISTRIBUTABLE PROFITS: EUR 982,703,721.79, APPROPRIA TION AS FOLLOWS: GLOBAL DIVIDEND: EUR 308,534,889.60, CARRY FORWARD ACCOUNT: E UR 674,168,832.19; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.52 PE R SHARE, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID ON 03 JUNE 2005 O.5 APPROVE, PURSUANT TO ARTICLE 39 OF THE AMENDED Management FINANCE LAW FOR 2004, TO TRANSF ER THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT; THE AMOUNT OF THE COMPULSORY AN D EXCEPTIONAL TAX WILL BE DEDUCTED FROM THE ORDINARY RESERVE ACCOUNT BY THE CR EDIT OF THE RETAINED EARNINGS ACCOUNT O.6 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management RELATING TO THE CHANGE OF DELOITT E ET ASSOCIES CORPORATE NAME, PREVIOUSLY CALLED DELOITTE TOUCHE TOHMATSU-AUDI T, AS A CONSEQUENCE OF THE AMALGAMATION-MERGER OF DELOITTE TOUCHE TOHMATSU BY THE DELOITTE TOUCHE TOHMATSU-AUDIT FIRM, THE SAID AMALGAMATION-MERGER AS WELL AS CORPORATE S NAME CHANGE AS SPECIFIED, WILL HAVE NOT HAVE ANY EFFECT ON DELO ITTE ET ASSOCIES TERM OF OFFICE O.7 APPOINT LA SOCIETE BEAS, THUS REPLACING THE FIRM Management DELOITTE TOUCHE TOHMATSU AUDI T, AS DEPUTY AUDITOR UP TO THE GENERAL MEETING CALLED TO DELIBERATE ON THE FIN ANCIAL STATEMENTS FOR FY 2007 E.8 APPROVE TO CHANGE THE COMPANY S CORPORATE NAME Management AND AMEND FOLLOWING ARTICLE OF ASSOCIATION: ARTICLE 2 - CORPORATE NAME THE CORPORATE NAME IS PPR O.E.9 APPROVE THAT: THE COMPANY WILL BE RULED BY BOARD Management OF DIRECTORS; THE TERMS OF OF FICE OF THE MEMBERS OF THE SUPERVISORY BOARD AND THE EXECUTIVE COMMITTEE SHALL END AS OF THE PRESENT MEETING O.10 APPROVE THE TEXT OF THE NEW ARTICLES OF ASSOCIATION, Management WHICH WILL RULE THE COMPA NY FROM THE END OF THE PRESENT GENERAL MEETING O.11 APPOINT MR. FRANCOIS-HENRI PINAULT AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.12 APPOINT MRS. PATRICIA BARBIZET AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.13 APPOINT MR. RENE BARBIER DE LA SERRE AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.14 APPOINT MR. PIERRE BELLON AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.15 APPOINT MR. ALLAN CHAPIN AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.16 APPOINT MR. LUCA CORDERO DI MONTEZEMOLO AS A Management DIRECTOR FOR A PERIOD OF 4 YEARS O.17 APPOINT MR. ANTHONY HAMILTON AS A DIRECTOR FOR Management A PERIOD OF 4 YEARS O.18 APPOINT MR. PHILIPPE LAGAYETTE AS A DIRECTOR Management FOR A PERIOD OF 4 YEARS O.19 APPOINT MR. BAUDOUIN PROT AS A DIRECTOR FOR A Management PERIOD OF 4 YEARS O.20 APPROVE TO AWARD THE TOTAL ANNUAL FEES OF EUR Management 570,000.00 TO THE DIRECTORS O.21 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TH E EXECUTIVE COMMITTEE, TO TRADE IN THE COMPANY S SHARES ON THE STOCK MARKET, A S PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 200.00, MAXIMUM NU MBER OF SHARES TO BE TRADED: 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT T HE END OF 18 MONTHS ; IT CANCELS, FOR THE FRACTION UNUSED, THE AUTHORIZATION G IVEN TO THE EXECUTIVE COMMITTEE BY THE GENERAL MEETING OF 25 MAY 2004; AND TAK E ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.22 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED TO THE EXECUTIVE COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELLING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN; AUTHORITY EXP IRES AT THE END OF 26 MONTHS ; IT CANCELS THE ONE GIVEN BY THE GENERAL MEETING OF 18 MAY 2001; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.23 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY WAY OF ISSUING, WITH MAINTENANCE OF THE SHAREHOL DERS PREFERENTIAL RIGHTS OF SUBSCRIPTION, SHARES AND, OR SECURITIES GIVING AC CESS TO EQUITY SECURITIES AND, OR SECURITIES GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES; THE AGGREGATE NOMINAL VALUE OF CAPITAL INCREASES SHALL NOT E XCEED EUR 200,000,000.00; THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES SHALL NOT EXCEED THE AGGREGATE CEILING SET FORTH IN RESOLUTION 27; THE AGGREGATE NO MINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 6,000,000,000.00; T HE MAXIMUM NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED THE AGGREG ATE CEILING SET FORTH IN RESOLUTION 27; AUTHORITY EXPIRES AT THE END OF 26 MO NTHS ; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIE S; THE PRESENT DELEGATION CANCELS, FOR THE PERIOD UNUSED, THE DELEGATION OF TH E SAME NATURE GIVEN TO THE EXECUTIVE COMMITTEE BY THE GENERAL MEETING OF 25 MA Y 2004 E.24 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY MEANS OF A PUBLIC OFFERING, THE SHARE CAPITAL BY WAY OF ISSUING, W ITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS OF SUBSCRIPTION, SHARES AN D, OR SECURITIES GIVING ACCESS TO EQUITY SECURITIES AND, OR SECURITIES GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES; THE AGGREGATE NOMINAL VALUE OF CAP ITAL INCREASES SHALL NOT EXCEED EUR 200,000,000.00; THE MAXIMUM NOMINAL VALUE OF CAPITAL INCREASES SHALL NOT EXCEED THE AGGREGATE CEILING SET FORTH IN RESOL UTION 27; THE AGGREGATE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCE ED EUR 6,000,000,000.00; THE MAXIMUM NOMINAL VALUE OF DEBT SECURITIES ISSUED S HALL NOT EXCEED THE AGGREGATE CEILING SET FORTH IN RESOLUTION 27; AUTHORITY E XPIRES AT THE END OF 26 MONTHS ; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION CANCELS, FOR THE PERIOD UN USED, THE DELEGATION OF THE SAME NATURE GIVEN TO THE EXECUTIVE COMMITTEE BY TH E GENERAL MEETING OF 25 MAY 2004 E.25 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSAC TIONS, BY AN AMOUNT NOT EXCEEDING THE AGGREGATE AMOUNT OF THE SUMS WHICH CAN B E CAPITALIZED AND MORE GENERALLY, THE AGGREGATE CEILING SET FORTH IN RESOLUTIO N 27, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR SHARE PREMIUMS, TO B E CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PAR VALUE OF HE EXISTING SHARES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; IT CANCELS , FOR THE PORTION UNUSED, THE DELEGATION OF THE SAME NATURE GIVEN TO THE EXECU TIVE COMMITTEE BY THE GENERAL MEETING OF 25 MAY 2004; AND TAKE ALL NECESSARY M EASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.26 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE, TO FIX, FOR THE ISSUES DECIDED IN ACCORDANCE WITH TH E RESOLUTION NUMBER 24 AND WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YE AR, THE PRICE OF ISSUE UNDER CERTAIN TERMS E.27 APPROVE THE MAXIMUM NOMINAL AMOUNTS PERTAINING Management TO: THE CAPITAL INCREASES TO BE CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY RESOLUTIONS NUMBER 23, 2 4, 25 AND 26 SHALL NOT EXCEED EUR 200,000,000.00; THE ISSUES OF DEBT SECURITIE S TO BE CARRIED OUT WITH THE USE OF THE DELEGATIONS GIVEN BY RESOLUTIONS NUMBE R 23, 24, 25 AND 26 SHALL NOT EXCEED EUR 6,000,000,000.00 O.28 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, WITHIN THE LIMIT OF 10 % OF THE SHARE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND TAKE ALL N ECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.29 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE ALL POWERS TO GRANT, IN ONE OR MORE TRANSACTIONS, TO THE COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS, OPTIONS GIVING THE RI GHT EITHER TO SUBSCRIBE FOR FEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A S HARE CAPITAL INCREASE, OR TO PURCHASE EXITING SHARES PURCHASED BY THE COMPANY, PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 2,500,000; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; IT CANCELS, FOR THE PORTION UNUSED, THE DELEGATION GIVEN TO THE EXECUTIVE COMMITT EE BY THE GENERAL MEETING OF 21 MAY 2002; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.30 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO PROCEED WITH ALLOCATIONS FREE OF CHARGE OF THE COM PANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE EMPLOYEES OR THE OFFICERS OR THE COMPANY AND ITS SUBSIDIARIES, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 0.5% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FO RMALITIES E.31 AUTHORIZE THE BOARD OF DIRECTORS OR, IF RESOLUTION Management NUMBER 9 IS NOT ADOPTED, TO THE EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSAC TIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY AND ITS SUBSIDIARIES E MPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT NOT EXCEEDING EUR 4,800,000.00; THE TOTAL NUMBER OF SHARES TO BE SUBSCRIBED SHALL NOT EXCEED 1,200,000 SHARES; AND TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THE PRESENT D ELEGATION CANCELS, FOR THE PORTION UNUSED, THE DELEGATION OF THE SAME NATURE G IVEN TO THE EXECUTIVE COMMITTEE BY THE GENERAL MEETING OF 25 MAY 2004 E.32 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- RHI AG, WIEN AGM Meeting Date: 05/19/2005 Issuer: A65231101 ISIN: AT0000676903 BLOCKING SEDOL: 4719915, 5179949 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORT, REPORTING OF THE MANAGEMENT Management BOARD AND THE SUPERVISO RY BOARD FOR THE FY 2004 2. APPROVE THE ALLOCATION OF THE NET INCOME 2004 Management 3. APPROVE THE ACTIONS OF THE BOARD OF DIRECTORS Management AND THE SUPERVISORY BOARD FOR 20 04 4. APPROVE THE STATUTORY ALLOWANCE OF THE SUPERVISORY Management BOARD FOR THE YEAR 2004 5.A APPROVE THE PROLONGATION OF THE RESOLUTION OF Management 15 FEB 2002 TO INCREASE THE SHAR E CAPITAL UNTIL 30 APR 2010 5.B AMEND THE PARAGRAPH 5 Management 6. GRANT AUTHORITY TO REPURCHASE OWN SHARES Management 7. AMEND THE PARAGRAPH 26 Management 8. ELECT THE AUDITORS FOR THE YEAR 2005 Management - ----------------------------------------------------------------------------------------------------------------------------- TOMKINS PLC AGM Meeting Date: 05/19/2005 Issuer: G89158136 ISIN: GB0008962655 SEDOL: 0896265, 5626906, B02S379 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT AND FINANCIAL STATEMENTS Management For FOR THE YE 01 JAN 2005 TOGETHER WITH THE INDEPENDENT AUDITORS REPORT 2. APPROVE THE REMUNERATION COMMITTEE REPORT FOR Management For THE YE 01 JAN 2005 3. DECLARE A FINAL DIVIDEND OF 7.77P PER ORDINARY Management For SHARE FOR THE YE 01 JAN 2005 4. RE-APPOINT MR. N.N. BROADHURST AS A DIRECTOR Management For 5. RE-APPOINT MR. J.M.J. KEENAN AS A DIRECTOR Management For 6. RE-APPOINT MR. J. NICOL AS A DIRECTOR Management For 7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For AUDITORS 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE INDEPENDENT Management For AUDITORS REMUNERATION 9. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH AND Management For SUBJECT TO THE TERMS OF ARTICL E 5 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 12,880,674 S.10 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH AND Management For SUBJECT TO THE TERMS OF ARTICL E 5 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT SHARES FOR CASH FOR THE PURPOSES OF PARAGRAPH II) OF ARTICLE 6 UP TO AN AGGREGATE NOMINAL AMOUNT OF G BP 1,934,724 S.11 AUTHORIZE THE COMPANY, IN SUBSTITUTION TO THE Management For AUTHORITY TO PURCHASE ORDINARY S HARES OF 5P EACH IN THE CAPITAL OF THE COMPANY PREVIOUSLY CONFERRED SAVE TO T HE EXTENT THE SAME HAS BEEN EXERCISED , TO MAKE MARKET PURCHASES SECTION 163( 3) OF THE COMPANIES ACT 1985 OF UP TO 77,408,588 ORDINARY SHARES OR, IF LOWER SUCH NUMBER OF SHARES AS IS EQUAL TO 10% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF BUSINESS ON 18 MAY 2005 OF 5P EACH IN THE CAPI TAL OF THE COMPANY, NOT MORE THAN 105% OF THE AVERAGE OF THE MIDDLE MARKET QUO TATIONS FOR A SHARE DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 OR 30 JUN 2006 ; THE COMPANY, BE FORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY 12. APPROVE THE RULES OF THE TOMKINS 2005 SHARESAVE Management For SCHEME AS SPECIFIED, AND THE D IRECTORS BE AUTHORIZED TO DO ALL ACTS AND THINGS WHICH THEY MAY CONSIDER NECES SARY OR DESIRABLE FOR IMPLEMENTING AND GIVING EFFECT TO THE SAID SCHEME, AND F URTHER THAT THE DIRECTORS BE AUTHORIZED TO ESTABLISH ONE OR MORE FURTHER SCHEM ES BASED ON THE TOMKINS 2005 SHARESAVE SCHEME - ----------------------------------------------------------------------------------------------------------------------------- WILLIAM HILL PLC AGM Meeting Date: 05/19/2005 Issuer: G9645P117 ISIN: GB0031698896 SEDOL: 3169889, B031JC4, B05P3X3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT AND THE ACCOUNT Management For FOR THE 52 WEEKS ENDED 28 DEC 20 04 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND OF THE 11 PENCE FOR Management For EACH ORDINARY SHARE 4. RE-ELECT MR. CHARLES SCOTT AS A DIRECTOR UNDER Management For THE COMPANY S ARTICLES OF ASSOC IATION 5. RE-ELECT MR. TOM SINGER AS A DIRECTOR UNDER THE Management For COMPANY S ARTICLES OF ASSOCIAT ION 6. ELECT MR. DAVID EDMONDS, CBE, AS A DIRECTOR OF Management For THE COMPANY 7. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For OF THE COMPANY UNTIL THE CONC LUSION OF THE NEXT AGM OF THE COMPANY AT WHICH ACCOUNTS ARE LAID 8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS OF THE C OMPANY 9. APPROVE THE DRAFT RULES OF THE WILLIAM HILL PLC Management For DEFERRED BONUS PLAN THE PLAN , AS SPECIFIED, AND AUTHORIZE THE DIRECTORS TO TAKE ALL SUCH ACTIONS WHICH T HEY CONSIDER NECESSARY AND EXPEDIENT TO CAUSE THE PLAN TO BE ADOPTED 10. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For THE AUTHORITY GIVEN BY WAY OF ORD INARY RESOLUTION OF THE COMPANY DATED 17 MAY 2004, AND PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 13,144,537; AUTHORITY EXPIRES AT THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECUR ITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED 11. AUTHORIZE THE COMPANY TO MAKE DONATIONS TO EU Management For POLITICAL ORGANIZATIONS NOT EXCE EDING GBP 35,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 35,000; AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY IN 2006 12. AUTHORIZE WILLIAM HILL ORGANIZATION LIMITED, Management For BEING A WHOLLY OWNED SUBSIDIARY O F THE COMPANY, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING G BP 35,000 IN TOTAL AND TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 35, 000; AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY IN 2006 S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION NUMBER 10 AND PU RSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT EQUITY SE CURITIES SECTION 94(2) TO SECTION 94(3A) OF THE ACT FOR CASH, PURSUANT TO TH E AUTHORITY CONFERRED BY RESOLUTION NUMBER 10, DISAPPLYING SECTION 89(1) OF TH E ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITI ES: A) IN CONNECTION WITH AN ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS IN THE CA PITAL OF THE COMPANY; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF 5% OF THE CURREN T ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES A FTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF THAT OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 39,433,611 ORDINARY SHARES 10% OF THE COMPANY S ISSUED S HARE CAPITAL OF 10 PENCE EACH IN THE COMPANY ORDINARY SHARE , AT A MINIMUM PRICE EXCLUSIVE OF EXPENSES OF 10 PENCE AND NOT MORE THAN 105% OF THE AVERA GE OF THE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STO CK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2 006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE SHARES U NDER THIS AUTHORITY WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.15 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY, Management For WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, BY DELETING THE WORDS SUBJECT AS HEREINAFTER PROVIDED AN D TO THE PROVISIONS OF THE ACT, FROM ARTICLE 137, DELETING ARTICLE 138-142 AN D RENUMBERING ALL SUBSEQUENT ARTICLES ACCORDINGLY AND BY ALTERING ALL CROSS-RE FERENCES ACCORDINGLY - ----------------------------------------------------------------------------------------------------------------------------- ALCATEL SA, PARIS MIX Meeting Date: 05/20/2005 Issuer: F0191J101 ISIN: FR0000130007 BLOCKING SEDOL: 4216825, 4617127, 5975006, 5975017, 5975136, 5979804, 5979815, 6245827, - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 10 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 20 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. O.1 APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS Management FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORD INARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE B OARD OF DIRECTORS AND THE REPORT OF THE STATUTORY AUDITORS, APPROVE IN THEIR E NTIRETY THE MANAGEMENT REPORT OF THE BOARD AND THE ANNUAL PARENT COMPANY FINAN CIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 AS PREPARED AND PR ESENTED TO THEM, AND WHICH REFLECT A PROFIT OF 0 2,178,214,148.03. THE SHAREHO LDERS EXPRESSLY APPROVE THE AMOUNT OF NON-DEDUCTIBLE CHARGES (ARTICLE 39-4 OF THE TAX CODE) MENTIONED IN THE FINANCIAL STATEMENTS PRESENTED BY THE BOARD OF DIRECTORS. O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE FISCAL YEAR ENDED DE CEMBER 31, 2004: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDIN ARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORTS OF THE BO ARD OF DIRECTORS AND OF THE STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL S TATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004, APPROVE THOSE CONSOLIDA TED FINANCIAL STATEMENTS AS PREPARED AND PRESENTED TO THEM BY THE BOARD OF DIR ECTORS. O.3 RESULT FOR THE FISCAL YEAR - APPROPRIATION: VOTING Management UNDER THE QUORUM AND MAJORI TY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, AFTER HAVING READ THE REPORTS OF THE BOARD OF DIRECTORS, APPROVE THE APPROPRIATION O F THE RESULT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 PROPOSED BY THE BOARD OF DIRECTORS, AND RESOLVE TO MAKE THE FOLLOWING APPROPRIATIONS: RESULT FOR TH E FISCAL YEAR EUR 2,178,214,148.03. PREVIOUS RETAINED EARNINGS EUR (10,555,574 .00) TRANSFER TO THE LEGAL RESERVE EUR (15,374,184.59), DISTRIBUTABLE PROFIT E UR 2,152,284,389.44, RETAINED EARNINGS EUR 2,152,284,389.44. CONSEQUENTLY, NO DIVIDEND SHALL BE DISTRIBUTED TO SHAREHOLDERS IN RESPECT OF THE 2004 FISCAL YE AR. THE SHAREHOLDERS NOTE THE DIVIDENDS WHICH HAVE BEEN DISTRIBUTED IN RESPECT OF THE THREE PREVIOUS FISCAL YEARS: FISCAL YEAR: 2003 / CLASS OF SHARES: NA / NUMBER OF SHARES: 1,284,410,224 / DISTRIBUTION TO SHAREHOLDERS: 0 / NET DIVID END PER SHARE: 0 / TAX CREDIT PER SHARE: - / TOTAL INCOME PER SHARE: -; FISCAL YEAR: 2002 / CLASS OF SHARES: NA / NUMBER OF SHARES: 1,264,708,498 / DISTRIBU TION TO SHAREHOLDERS: 0 / NET DIVIDEND PER SHARE: 0 / TAX CREDIT PER SHARE: - / TOTAL INCOME PER SHARE: -; FISCAL YEAR: 2001 / CLASS OF SHARES: O SHARES / N UMBER OF SHARES: 25,515,000 / DISTRIBUTION TO SHAREHOLDERS: EUR 2,551,500.00 / NET DIVIDEND PER SHARE: EUR 0.10 / TAX CREDIT PER SHARE: EUR 0.05 / TOTAL INC OME PER SHARE: EUR 0.15; FISCAL YEAR: 2001 / CLASS OF SHARES: A SHARES / NUMBE R OF SHARES: 1,215,254,797 / DISTRIBUTION TO SHAREHOLDERS: EUR 194,440,767.52 / NET DIVIDEND PER SHARE: EUR 0.16 / TAX CREDIT PER SHARE: EUR 0.08 / TOTAL IN COME PER SHARE: EUR 0.24. THE AMOUNT OF THE DISTRIBUTED PROFIT WHICH IS EITHER ELIGIBLE OR NOT ELIGIBLE FOR THE 50% TAX ALLOWANCE PROVIDED BY ARTICLE 158-3 OF THE TAX CODE ONLY HAS TO BE STATED IN RESPECT OF DISTRIBUTED REVENUES PAID OUT ON OR AFTER JANUARY 1, 2005 (ART. 38-II OF THE AMENDED FINANCE LAW FOR 200 4). THE SHAREHOLDERS MEETING FORMALLY NOTES THE TRANSFER TO BE MADE IN 2005 O F A SUM OF EUR 200 MILLION FROM THE SPECIAL LONG TERM CAPITAL GAINS RESERVE TO AN ORDINARY RESERVES LINE ITEM, IN ACCORDANCE WITH THE AMENDED FINANCE LAW OF 2004 AND, INSOFAR AS NECESSARY, AUTHORIZES THE TRANSFERS RELATING TO THE EXCE PTIONAL TAX AFFECTING THE RETAINED EARNINGS ACCOUNT AND THE ORDINARY RESERVES LINE ITEM. O.4 APPROVAL OF REGULATED AGREEMENTS: VOTING UNDER Management THE QUORUM AND MAJORITY REQUIRE MENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE SPECIAL REPORT OF THE STATUTORY AUDITORS ON THE AGREEMENTS COVERED BY ARTICLE L. 225-38 OF THE COMMERCIAL CODE, APPROVE THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FISCAL YEAR, TOGETHER WITH THE TRANSACTIONS MENT IONED THEREIN. O.5 RENEWAL OF THE TERM OF MR. DAVID JOHNSTON AS Management DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLD ERS RENEW MR. DAVID JOHNSTON S TERM AS DIRECTOR FOR A PERIOD OF FOUR YEARS, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008. O.6 RENEWAL OF THE TERM OF MR. PIERRE-LOUIS LIONS Management AS DIRECTOR: VOTING UNDER THE QU ORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHARE HOLDERS RENEW MR. PIERRE-LOUIS LIONS TERM AS DIRECTOR FOR A PERIOD OF FOUR YE ARS, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008. O.7 RENEWAL OF THE TERM OF MR. PHILIPPE BISSARA AS Management DIRECTOR: VOTING UNDER THE QUOR UM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHO LDERS RENEW MR. PHILIPPE BISSARA S TERM AS DIRECTOR FOR A PERIOD OF THREE YEAR S, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO AP PROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. O.8 RENEWAL OF THE TERM OF MR. FRANK W. BLOUNT AS Management DIRECTOR: VOTING UNDER THE QUORU M AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOL DERS RENEW MR. FRANK W. BLOUNT S TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO APPR OVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. O.9 RENEWAL OF THE TERM OF MR. JEAN-PIERRE HALBRON Management AS DIRECTOR: VOTING UNDER THE Q UORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAR EHOLDERS RENEW MR. JEAN-PIERRE HALBRON S TERM AS DIRECTOR FOR A PERIOD OF THRE E YEARS, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2 007. O.10 RENEWAL OF THE TERM OF MR. PETER MIHATSCH AS Management DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLD ERS RENEW MR. PETER MIHATSCH S TERM AS DIRECTOR FOR A PERIOD OF THREE YEARS, T O EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CALLED TO APPROV E THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2007. O.11 RENEWAL OF THE TERM OF MR. THIERRY DE LOPPINOT Management AS DIRECTOR: VOTING UNDER THE Q UORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAR EHOLDERS RENEW MR. THIERRY DE LOPPINOT S TERM AS DIRECTOR, IN HIS DUAL CAPACIT Y AS EMPLOYEE OF THE COMPANY OR OF A SUBSIDIARY THEREOF AND AS A PARTICIPANT I N THE MUTUAL FUND KNOWN AS ACTIONNARIAT ALCATEL (FCP3A), IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 12 OF THE ARTICLES OF INCORPORATION AND BYLAWS, FOR A PERIOD OF ONE YEAR, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS M EETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING D ECEMBER 31, 2005. O.12 RENEWAL OF THE TERM OF MR. BRUNO VAILLANT AS Management DIRECTOR: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLD ERS RENEW MR. BRUNO VAILLANT S TERM AS DIRECTOR, IN HIS DUAL CAPACITY AS EMPLO YEE OF THE COMPANY OR OF A SUBSIDIARY THEREOF AND AS A PARTICIPANT IN THE MUTU AL FUND KNOWN AS ACTIONNARIAT ALCATEL (FCP3A), IN ACCORDANCE WITH THE PROVIS IONS OF ARTICLE 12 OF THE ARTICLES OF INCORPORATION AND BYLAWS, FOR A PERIOD O F ONE YEAR, TO EXPIRE IN ANY EVENT AT THE END OF THE SHAREHOLDERS MEETING CAL LED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31 , 2005. O.13 FORMAL ACKNOWLEDGMENT OF THE CONTINUATION BY Management DELOITTE & ASSOCIES OF THE MANDAT E OF PRINCIPAL STATUTORY AUDITOR FOLLOWING THE MERGER OF DELOITTE TOUCHE TOHM ATSU INTO THAT FIRM: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN O RDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS ACKNOWLEDGE FORMALLY THAT THE FIRM OF DELOITTE & ASSOCIES CONTINUES THE MANDATE OF PRINCIPAL STATUTORY AUDIT OR FOLLOWING THE MERGER OF DELOITTE TOUCHE TOHMATSU INTO THAT FIRM. O.14 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO ALLOW THE COMPANY TO PU RCHASE AND SELL ITS OWN SHARES: VOTING UNDER THE QUORUM AND MAJORITY REQUIREME NTS OF AN ORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE RE PORT OF THE BOARD OF DIRECTORS AND THE PROSPECTUS APPROVED BY THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR (AUTORITE DES MARCHES FINANCIERS) RELATING TO THE REPURCHASE BY THE COMPANY OF ITS OWN SHARES, AUTHORIZE THE BOARD OF DIR ECTORS, IN ACCORDANCE WITH ARTICLES L. 225-209 AND FOLLOWING OF THE COMMERCIAL CODE, TO PURCHASE AND SELL ON THE STOCK EXCHANGE OR OTHERWISE, SHARES OF THE COMPANY, UNDER THE FOLLOWING CONDITIONS: - MAXIMUM PURCHASE PRICE PER SHARE: E UR 40 - MINIMUM PURCHASE PRICE PER SHARE: EUR 2. THE TOTAL NUMBER OF SHARES TH AT THE COMPANY MAY PURCHASE SHALL NOT EXCEED 10% OF THE TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE COMPANY ON THE DATE SUCH PURCHASES ARE EFFECTED , AND THE MAXIMUM NUMBER OF SHARES HELD AFTER SUCH PURCHASES SHALL NOT EXCEED 10% OF THE CAPITAL OF THE COMPANY. PURSUANT TO ARTICLE 179-L OF THE DECREE DAT ED MARCH 23, 1967 RELATING TO CORPORATIONS, THE THEORETICAL MAXIMUM NUMBER OF SHARES THAT COULD BE PURCHASED, BASED ON THE NUMBER OF SHARES EXISTING AT DECE MBER 31, 2004, IS 130,545,546, FOR A THEORETICAL MAXIMUM AMOUNT OF EUR 5,221,8 21,840, WITHOUT TAKING INTO ACCOUNT SHARES ALREADY HELD. IN THE EVENT OF TRANS ACTIONS AFFECTING THE CAPITAL OF THE COMPANY, AND MORE PARTICULARLY IN THE EVE NT OF A CAPITAL INCREASE BY CAPITALIZATION OF RESERVES AND A FREE DISTRIBUTION OF SHARES, AS WELL AS IN THE EVENT EITHER OF A SHARE SPLIT OR OF A REVERSE SH ARE SPLIT, THE PRICES INDICATED ABOVE SHALL BE ADJUSTED BY A MULTIPLIER EQUAL TO THE RATIO BETWEEN THE NUMBER OF SHARES COMPRISING THE CAPITAL BEFORE THE TR ANSACTION AND THE NUMBER OF SUCH SHARES AFTER THE TRANSACTION. THE SHAREHOLDER S MEETING RESOLVES THAT ACQUISITIONS OF SHARES MAY TAKE PLACE: - WITH A VIEW TO THEIR CANCELLATION BY WAY OF A REDUCTION OF THE CAPITAL OF THE COMPANY WITH IN THE LIMITS SET BY LAW, SUBJECT TO THE ADOPTION OF THE FIFTEENTH RESOLUTION BELOW; - FOR THE PURPOSE OF ALLOCATING THEM TO EMPLOYEES AND EXECUTIVES OF THE GROUP UNDER THE TERMS AND CONDITIONS PROVIDED BY LAW (SHARE PURCHASE OPTIONS, EMPLOYEE PROFIT SHARING, ALLOCATION OF SHARES FREE OF CHARGE, ETC.); - WITH A VIEW TO HONORING OBLIGATIONS ARISING FROM THE ISSUANCE OF SECURITIES CONFERRI NG A RIGHT TO THE CAPITAL OF THE COMPANY; - FOR THE PURPOSE OF HOLDING THEM AN D USING THEM IN AN EVENTUAL EXCHANGE OR AS PAYMENT, PARTICULARLY IN THE CONTEX T OF EXTERNAL GROWTH TRANSACTIONS INITIATED BY THE COMPANY BY WAY OF TENDER OF FER OR OTHERWISE; - WITH A VIEW TO ENSURING THE LIQUIDITY OF AND TO STIMULATE THE MARKET IN ALCATEL SHARES THROUGH THE INTERVENTION OF AN INVESTMENT SERVICE S PROVIDER UNDER THE TERMS OF A LIQUIDITY AGREEMENT IN CONFORMITY WITH A CODE OF CONDUCT RECOGNIZED BY THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR; A ND - WITH A VIEW TO ENGAGING IN ANY MARKET PRACTICE WHICH MIGHT BE ACCEPTED BY THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR, AND MORE GENERALLY ANY OT HER TRANSACTION IN COMPLIANCE WITH THE REGULATIONS IN FORCE. THE SHARES MAY AT ANY TIME, INCLUDING DURING A PUBLIC OFFERING, AND WITHIN THE LIMITATIONS OF T HE REGULATIONS IN FORCE, BE PURCHASED, SOLD, EXCHANGED OR TRANSFERRED, WHETHER ON THE MARKET, IN A PRIVATE TRANSACTION OR OTHERWISE, BY ANY MEANS AND PARTIC ULARLY BY BLOCK TRADES, BY WAY OF OPTIONS OR BY THE USE OF ANY DERIVATIVE PROD UCTS. THE MAXIMUM PORTION OF THE CAPITAL OF THE COMPANY THAT MAY BE PURCHASED OR SOLD IN THE FORM OF BLOCK TRADES SHALL BE THE ENTIRE AMOUNT OF SHARES PURCH ASED PURSUANT TO THE PURCHASE PROGRAM OR PROGRAMS SUCCESSIVELY IMPLEMENTED BY THE COMPANY PURSUANT TO THIS AUTHORIZATION OR PREVIOUS AUTHORIZATIONS. IN THE EVENT OF A PURCHASE WITH A VIEW TO THE GRANTING OF OPTIONS TO PURCHASE SHARES PURSUANT TO THE PROVISIONS OF ARTICLES L. 225-177 AND FOLLOWING OF THE COMMERC IAL CODE, AND AS AN EXCEPTION TO WHAT IS SET OUT ABOVE, THE RULES RELATING TO PRICE SHALL BE THOSE DEFINED BY THE PROVISIONS OF THAT ARTICLE APPLICABLE TO S HARE PURCHASE OPTIONS. THIS AUTHORIZATION IS GIVEN FOR A MAXIMUM PERIOD OF 18 MONTHS, EXPIRING IN ANY EVENT ON THE DATE OF THE SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 20 05. WITH EFFECT FROM THE DATE OF THIS MEETING, IT CANCELS AND REPLACES THE AUT HORIZATION PREVIOUSLY GRANTED TO THE BOARD OF DIRECTORS BY THE 7TH RESOLUTION OF THE COMBINED SHAREHOLDERS MEETING HELD ON JUNE 4, 2004. IN ORDER TO ENSURE THE IMPLEMENTATION OF THIS AUTHORIZATION, ALL NECESSARY POWERS ARE GRANTED TO THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATION, TO PLACE ANY ORDER ON T HE STOCK EXCHANGE, TO ENTER INTO ANY AGREEMENT, PARTICULARLY FOR THE PURPOSE O F KEEPING REGISTERS OF PURCHASES AND SALES OF SHARES, TO MAKE ANY DECLARATIONS TO THE FRENCH STOCK EXCHANGE AND SECURITIES REGULATOR (AUTORITE DES MARCHES F INANCIERS) AND ANY OTHER GOVERNMENTAL BODY, TO CARRY OUT ANY OTHER FORMALITIES AND IN GENERAL, TO TAKE ALL NECESSARY ACTION. E.15 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO REDUCE THE CAPITAL OF T HE COMPANY: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDIN ARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOA RD OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITORS, AUTHORIZE TH E BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE L. 225-209, PARAGRAPH 5, OF TH E COMMERCIAL CODE, FOR A MAXIMUM PERIOD OF 18 MONTHS STARTING FROM THE DATE OF THIS MEETING BUT EXPIRING IN ANY EVENT ON THE DATE OF THE SHAREHOLDERS MEETI NG CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEM BER 31, 2005: - TO CANCEL, IN ITS SOLE DISCRETION, ON ONE OR MORE OCCASIONS, T HE SHARES OF THE COMPANY WHICH IT HOLDS AS A RESULT OF THE IMPLEMENTATION OF T HE PURCHASE PROGRAMS DECIDED ON BY THE COMPANY, SUBJECT TO A LIMIT OF 10% OF T HE TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE COMPANY PER 24-MONTH P ERIOD, AND TO REDUCE THE CAPITAL BY A CORRESPONDING AMOUNT, CHARGING THE DIFFE RENCE BETWEEN THE PURCHASE PRICE OF THE CANCELLED SHARES AND THEIR NOMINAL VAL UE TO AVAILABLE PREMIUMS AND RESERVES, INCLUDING, UP TO AN AMOUNT OF 10% OF TH E CANCELLED SHARE CAPITAL, TO THE LEGAL RESERVE, - TO RECORD THE COMPLETION OF THE REDUCTION OR REDUCTIONS IN CAPITAL, TO MAKE THE CORRESPONDING AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS AND TO CARRY OUT ANY NECESSARY FOR MALITIES, - TO DELEGATE ANY POWERS NECESSARY FOR THE IMPLEMENTATION OF ITS DEC ISIONS, ALL IN ACCORDANCE WITH APPLICABLE LAWS IN FORCE AT THE TIME THIS AUTHO RIZATION IS USED. E.16 AMENDMENT OF ARTICLE 7 OF THE ARTICLES OF INCORPORATION Management AND BYLAWS OF THE COMP ANY RELATING TO THE NOTIFICATIONS REQUIRED BY SUCH ARTICLES WHEN SHARE OWNERS HIP REPORTING THRESHOLDS ARE REACHED: VOTING UNDER THE QUORUM AND MAJORITY REQ UIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS: - RESOLVE TO AMEND PARAGRAPHS 1/ AND 2/ OF THE 2ND PARAGRAPH OF ARTICLE 7 OF THE ARTICLES OF INCORPORATION AN D BYLAWS OF THE COMPANY, IN THE FOLLOWING MANNER: 1/ 2% OF THE TOTAL NUMBER O F THE SHARES MUST, WITHIN A PERIOD OF FIVE TRADING DAYS FROM THE DATE ON WHICH THIS SHARE OWNERSHIP THRESHOLD IS REACHED, INFORM THE COMPANY OF THE TOTAL NU MBER OF SHARES THAT HE OWNS, BY LETTER OR FAX. THIS NOTIFICATION SHALL BE RENE WED UNDER THE SAME CONDITIONS EACH TIME A FURTHER THRESHOLD OF 1% IS REACHED. 2/ 3% OF THE TOTAL NUMBER OF THE SHARES MUST, WITHIN A PERIOD OF FIVE TRADING DAYS FROM THE DATE ON WHICH THIS SHARE OWNERSHIP THRESHOLD IS REACHED, REQUEST THE REGISTRATION OF HIS SHARES. THIS OBLIGATION TO REGISTER SHARES SHALL APPL Y TO ALL THE SHARES ALREADY HELD AS WELL AS TO ANY WHICH MIGHT BE ACQUIRED SUB SEQUENTLY IN EXCESS OF THIS THRESHOLD. THE COPY OF THE REQUEST FOR REGISTRATIO N, SENT BY LETTER OR FAX TO THE COMPANY WITHIN FIFTEEN DAYS FROM THE DATE ON W HICH THIS SHARE OWNERSHIP THRESHOLD IS REACHED, SHALL BE DEEMED TO BE A NOTIFI CATION THAT THE THRESHOLD HAS BEEN REACHED. A FURTHER REQUEST SHALL BE SENT IN THE SAME CONDITIONS EACH TIME A FURTHER THRESHOLD OF 1% IS REACHED, UP TO 50% . - RESOLVE TO AMEND THE 6TH PARAGRAPH OF ARTICLE 7 OF THE ARTICLES OF INCORP ORATION AND BYLAWS OF THE COMPANY, IN THE FOLLOWING MANNER: ANY SHAREHOLDER W HOSE SHAREHOLDING FALLS BELOW EITHER OF THE THRESHOLDS PROVIDED FOR IN (1) AND (2) ABOVE MUST ALSO INFORM THE COMPANY THEREOF, WITHIN THE SAME PERIOD OF FIV E DAYS AND IN THE SAME MANNER. E.17 AMENDMENT OF ARTICLE 11 OF THE ARTICLES OF INCORPORATION Management AND BYLAWS OF THE COM PANY RELATING TO THE ISSUANCE OF SECURITIES REPRESENTING DEBT PURSUANT TO ORD INANCE NO. 2004-604 OF JUNE 24, 2004 REFORMING THE LEGAL PROVISIONS CONCERNING THE ISSUANCE OF SECURITIES: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS, RESOLVE TO AMEND ARTICLE 11 OF THE ARTICLES OF INCORPORATION AND BYLAWS OF THE COMPANY IN THE FOLLOWING MANNER: ARTICLE 1 1 - ISSUANCE OF SECURITIES REPRESENTING DEBT THE COMPANY MAY CONTRACT BORROWIN GS AS AND WHEN NEEDED BY MEANS OF THE ISSUANCE OF SECURITIES REPRESENTING DEBT , UNDER THE CONDITIONS PROVIDED BY LAW. E.18 AMENDMENT OF ARTICLE 18 OF THE ARTICLES OF INCORPORATION Management AND BYLAWS RELATING T O THE AGE LIMIT FOR THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY EXECUTIVE OFFICERS ( MANDATAIRES SOCIAUX ) OF THE COMPANY: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLD ERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS, RESOLVE TO AMEND ARTICL E 18 OF THE ARTICLES OF INCORPORATION AND BYLAWS OF THE COMPANY IN THE FOLLOWI NG MANNER: ARTICLE 18 - AGE LIMIT FOR THE CHAIRMAN, CHIEF EXECUTIVE OFFICER A ND DEPUTY EXECUTIVE OFFICERS THE CHIEF EXECUTIVE OFFICER AND DEPUTY EXECUTIVE OFFICERS MAY HOLD OFFICE FOR THE PERIOD SET BY THE BOARD OF DIRECTORS, BUT THI S PERIOD SHALL NOT EXCEED THEIR TERM OF OFFICE AS DIRECTORS, IF APPLICABLE, NO R IN ANY EVENT SHALL SUCH PERIOD EXTEND BEYOND THE DATE OF THE ORDINARY SHAREH OLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR IN WHICH THEY SHALL HAVE REACHED 68 YEARS OF AGE. THE SAME AGE LIMIT SHALL AP PLY TO THE CHAIRMAN OF THE BOARD OF DIRECTORS WHEN HE IS ALSO CHIEF EXECUTIVE OFFICER. WHEN THE CHAIRMAN DOES NOT ALSO OCCUPY THE POSITION OF CHIEF EXECUTIV E OFFICER, HE MAY HOLD OFFICE FOR THE PERIOD SET BY THE BOARD OF DIRECTORS, BU T THIS PERIOD SHALL NOT EXCEED HIS TERM OF OFFICE AS DIRECTOR, IF APPLICABLE, NOR IN ANY EVENT SHALL SUCH PERIOD EXTEND BEYOND THE DATE OF THE ORDINARY SHAR EHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE FISCAL YE AR IN WHICH HE SHALL HAVE REACHED 70 YEARS OF AGE. HE SHALL BE ABLE TO REMAIN AS A DIRECTOR IN THE TERMS SET FORTH IN ARTICLE 13. E.19 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management TO ISSUE ORDINARY SHARES OF THE COMPANY AND ANY SECURITIES CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO SHARES O F THE COMPANY OR OF AFFILIATED COMPANIES, WITH PRESERVATION OF PREFERENTIAL SU BSCRIPTION RIGHTS, AND TO INCREASE THE CAPITAL OF THE COMPANY BY THE CAPITALIZ ATION OF PREMIUMS, RESERVES, PROFITS OR OTHER FUNDS: VOTING UNDER THE QUORUM A ND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREH OLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPOR T OF THE STATUTORY AUDITORS: 1/ CANCEL THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS BY THE 9TH RESOLUTION OF THE SHAREHOLDERS MEETING HELD ON JUNE 4, 2004, BUT WITHOUT RETROACTIVE EFFECT AND ONLY WITH RESPECT TO THE UNUSED BALAN CE OF SUCH AUTHORIZATION AS OF THE DATE OF THIS SHAREHOLDERS MEETING; 2/ DELE GATE TO THE BOARD OF DIRECTORS, ACTING ON ITS OWN INITIATIVE, THE POWER, ON ON E OR MORE OCCASIONS, IN FRANCE OR ABROAD, IN SUCH PROPORTIONS AND AT SUCH TIME S AS IT MAY DEEM ADVISABLE, AND IN EUROS OR IN ANY OTHER CURRENCY OR IN ANY UN IT OF ACCOUNT ESTABLISHED BY REFERENCE TO A BASKET OF CURRENCIES, AND WITH OR WITHOUT A PREMIUM: A) TO ISSUE ORDINARY SHARES AND SECURITIES (INCLUDING WARRA NTS) CONFERRING AN IMMEDIATE OR FUTURE RIGHT, AT ANY TIME OR ON A FIXED DATE, WHETHER BY WAY OF SUBSCRIPTION, CONVERSION, EXCHANGE, REPAYMENT, PRESENTATION OF WARRANTS OR IN ANY OTHER MANNER, TO SHARES OF THE COMPANY OR OF A COMPANY I N WHICH ALCATEL DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL, OR OF A COMPANY WHICH OWNS, DIRECTLY OR INDIRECTLY, MORE THAN HALF THE CAPITAL OF AL CATEL, SUBJECT TO THE AUTHORIZATION OF THE COMPANY AS TO WHICH SUCH RIGHTS WIL L BE EXERCISED; B) TO INCREASE THE CAPITAL OF THE COMPANY BY THE CAPITALIZATIO N OF PREMIUMS, RESERVES, PROFITS OR OTHER FUNDS, THE CAPITALIZATION OF WHICH I S PERMITTED BY LAW AND UNDER THE ARTICLES OF INCORPORATION AND BYLAWS, ACCOMPA NIED BY A FREE DISTRIBUTION OF SHARES OR AN INCREASE IN THE NOMINAL VALUE OF T HE EXISTING SHARES; 3/ SET THE PERIOD OF VALIDITY OF THIS DELEGATED POWER AT 2 6 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING; 4/ RESOLVE TO S ET THE MAXIMUM AMOUNT OF THE ISSUANCES WHICH MIGHT BE DECIDED UPON BY THE BOAR D OF DIRECTORS PURSUANT TO THIS DELEGATED POWER AS FOLLOWS: ) IN THE EVENT OF CAPITAL INCREASES EFFECTED IN THE CONTEXT OF ISSUANCES COVERED BY 2(A) ABOVE: A) THE MAXIMUM NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED DIRECTLY OR UP ON PRESENTATION OF SECURITIES, WHETHER REPRESENTING DEBT OR NOT, SHALL NOT EXC EED EUR 750 MILLION OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER CURRENCIES, INCR EASED BY THE NOMINAL AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE ISSUANC E OF SHARES WHICH MAY NEED TO BE EFFECTED IN ORDER TO PRESERVE THE RIGHTS OF H OLDERS OF SUCH SECURITIES IN ACCORDANCE WITH LAW, B) THE MAXIMUM NOMINAL AMOUN T OF SECURITIES REPRESENTING DEBT OF THE COMPANY WHICH MAY BE ISSUED IN THIS M ANNER MAY NOT EXCEED EUR 6 BILLION OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER C URRENCIES; - IN THE EVENT OF THE CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHER FUNDS, THE MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASES WHICH MAY BE EFFECTED IN THIS WAY MAY NOT EXCEED THE TOTAL AMOUNT OF THE SUMS WHICH MAY BE CAPITALIZED, IT BEING NOTED THAT THE AMOUNT OF SUCH CAPITAL INCREASES SHALL NO T COUNT TOWARDS THE LIMIT SET IN 4(A) ABOVE; 5/ IN THE EVENT THAT THE BOARD OF DIRECTORS USES THIS DELEGATED POWER IN THE CONTEXT OF ISSUANCES COVERED BY 2( A) ABOVE: - RESOLVE THAT THE ISSUANCE OR ISSUANCES SHALL BE RESERVED ON A PREF ERENTIAL BASIS TO THE SHAREHOLDERS; - RESOLVE THAT THE BOARD OF DIRECTORS MAY OFFER ALL OR PART OF THE ISSUED AND UNSUBSCRIBED SHARES TO THE PUBLIC ON THE F RENCH MARKET AND/OR THE INTERNATIONAL MARKETS; ) RESOLVE THAT ANY ISSUANCE OF SHARE SUBSCRIPTION WARRANTS OF THE COMPANY MAY BE THE SUBJECT EITHER OF AN OFF ER TO SUBSCRIBE UNDER THE CONDITIONS PROVIDED ABOVE, OR OF A FREE DISTRIBUTION TO THE OWNERS OF THE EXISTING SHARES; - FORMALLY NOTE THAT THIS DELEGATED POW ER SHALL AUTOMATICALLY ENTAIL THE WAIVER BY THE SHAREHOLDERS OF THEIR PREFEREN TIAL SUBSCRIPTION RIGHTS IN RESPECT OF THE SHARES TO WHICH THE SECURITIES BEIN G ISSUED CONFER A RIGHT; 6/ RESOLVE THAT THE BOARD OF DIRECTORS SHALL HAVE AL L NECESSARY POWERS, WITH POWER OF SUB-DELEGATION, TO IMPLEMENT THIS DELEGATED POWER UNDER THE CONDITIONS SET BY LAW AND, IN PARTICULAR: ) FOR ANY ISSUANCE C OVERED BY 2(A) ABOVE: - TO DETERMINE THE NATURE AND NUMBER OF THE ORDINARY SHA RES AND OTHER SECURITIES TO BE ISSUED, THEIR CHARACTERISTICS, THE AMOUNT OF TH E ISSUANCE PREMIUM AS WELL AS THE OTHER TERMS OF THE ISSUANCE AND, IN PARTICUL AR, THE DATE FROM WHICH THE NEW SHARES SHALL CONFER A RIGHT TO DIVIDENDS, WHIC H MAY EVEN BE RETROACTIVE; - TO SET THE TERMS PURSUANT TO WHICH THE COMPANY SH ALL, IF APPLICABLE, HAVE THE OPTION TO PURCHASE OR EXCHANGE ON THE STOCK EXCHA NGE THE SECURITIES ISSUED OR TO BE ISSUED IN THE FUTURE, AT ANY TIME OR DURING SET PERIODS, - TO CHARGE THE EXPENSES OF THE CAPITAL INCREASE OR INCREASES TO THE AMOUNT OF THE PREMIUMS RELATING THERETO AND TO DEDUCT FROM THAT AMOUNT TH E SUMS NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL AFTER EACH INCREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIATED IN ANY WA Y DECIDED BY THE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING, - I N THE CASE OF ANY CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHER FUNDS : - TO SET THE AMOUNT OF THE SUMS TO BE CAPITALIZED, THE NUMBER OF SHARES TO B E ISSUED AND/OR THE AMOUNT BY WHICH THE NOMINAL VALUE OF THE SHARES COMPRISING THE CAPITAL OF THE COMPANY SHALL BE INCREASED, - TO RESOLVE, IF NECESSARY, AN D IN ACCORDANCE WITH PROVISIONS OF ARTICLE L. 225-130 OF THE COMMERCIAL CODE, THAT FRACTIONAL RIGHTS SHALL NEITHER BE NEGOTIABLE NOR TRANSFERABLE, AND THAT THE CORRESPONDING SHARES SHALL BE SOLD, THE PROCEEDS FROM SUCH SALE BEING ALLO CATED TO THE HOLDERS OF THE RIGHTS WITHIN THE PERIOD SET BY THE REGULATIONS IN FORCE; - IN GENERAL, TO ENTER INTO ANY AGREEMENT (IN PARTICULAR TO ENSURE THE SUCCESSFUL IMPLEMENTATION OF THE ISSUANCE OR ISSUANCES CONTEMPLATED), TO TAKE ANY NECESSARY MEASURES AND CARRY OUT ANY FORMALITIES NECESSARY FOR THE ISSUAN CE AND IN ORDER TO COMPLY WITH THE FINANCIAL OBLIGATIONS ARISING FROM THE SECU RITIES ISSUED PURSUANT TO THIS DELEGATED POWER, AS WELL AS FOR THE EXERCISE OF THE RIGHTS ATTACHED THERETO. E.20 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management TO ISSUE ORDINARY SHARES OF THE COMPANY AND ANY SECURITIES CONFERRING AN IMMEDIATE OR FUTURE RIGHT TO SHARES O F THE COMPANY OR OF AFFILIATED COMPANIES, WITH CANCELLATION OF PREFERENTIAL SU BSCRIPTION RIGHTS: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXT RAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITORS: 1/CAN CEL THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS BY THE 10TH RESOLUTION O F THE SHAREHOLDERS MEETING HELD ON JUNE 4, 2004, BUT WITHOUT RETROACTIVE EFFE CT AND ONLY WITH RESPECT TO THE UNUSED BALANCE OF SUCH AUTHORIZATION AS OF THE DATE OF THIS MEETING; 2/ DELEGATE TO THE BOARD OF DIRECTORS, ACTING ON ITS OW N INITIATIVE, THE POWER, ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, IN SUC H PROPORTIONS AND AT SUCH TIMES AS IT MAY DEEM ADVISABLE, AND IN EUROS OR IN A NY OTHER CURRENCY OR IN ANY UNIT OF ACCOUNT ESTABLISHED BY REFERENCE TO A BASK ET OF CURRENCIES TO ISSUE: - ORDINARY SHARES AND SECURITIES (INCLUDING WARRANT S) CONFERRING AN IMMEDIATE OR FUTURE RIGHT, AT ANY TIME OR ON A FIXED DATE, WH ETHER BY WAY OF SUBSCRIPTION, CONVERSION, EXCHANGE, REPAYMENT, PRESENTATION OF WARRANTS OR IN ANY OTHER MANNER, TO SHARES OF THE COMPANY OR OF A COMPANY IN WHICH ALCATEL DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL, OR OF A COMPANY WHICH DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL OF ALCATE L, SUBJECT TO THE AUTHORIZATION OF THE COMPANY AS TO WHICH SUCH RIGHTS WILL BE EXERCISED, IT BEING NOTED THAT SUCH SECURITIES MAY BE ISSUED (I) AS CONSIDERA TION FOR SECURITIES TRANSFERRED TO THE COMPANY IN THE CONTEXT OF A PUBLIC EXCH ANGE OFFER SATISFYING THE CONDITIONS SET FORTH IN ARTICLE L. 225-148 OF THE CO MMERCIAL CODE, (II) IN THE CONTEXT OF ANY OTHER TRANSACTION HAVING THE SAME EF FECT AS A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY IN RESPECT OF THE SEC URITIES OF ANOTHER COMPANY WHOSE SECURITIES ARE ADMITTED FOR TRADING ON A REGU LATED MARKET GOVERNED BY FOREIGN LAW; ) AND/OR SECURITIES OF THE TYPE INDICATE D ABOVE, FOLLOWING THE ISSUANCE BY ONE OF THE COMPANIES IN WHICH ALCATEL DIREC TLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL OR BY A COMPANY WHICH DIRECT LY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL OF ALCATEL, OF ANY OTHER SECU RITIES CONFERRING A RIGHT, AT ANY TIME OR ON A FIXED DATE, WHETHER BY WAY OF S UBSCRIPTION, CONVERSION, EXCHANGE, REPAYMENT, PRESENTATION OF A WARRANT OR IN ANY OTHER MANNER, TO THE ALLOCATION OF SHARES WHICH ARE OR WILL BE ISSUED FOR THIS PURPOSE AND REPRESENTING A PORTION OF THE CAPITAL OF ALCATEL, AND SPECIAL LY FOR THE PURPOSE OF EFFECTING AN EXTERNAL GROWTH TRANSACTION AND, IN PARTICU LAR, THE ACQUISITION OF ANY COMPANY, AGAINST PAYMENT, IN THE SHORT TERM OR ON A DEFERRED BASIS, WITH SHARES OF THE COMPANY; 3/ SET THE PERIOD OF VALIDITY OF THIS DELEGATED POWER AT 26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING; 4/ RESOLVE TO CANCEL THE PREFERENTIAL SUBSCRIPTION RIGHT OF THE SHA REHOLDERS IN RESPECT OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS RESOLUTIO N, WHILE LEAVING THE POWER TO THE BOARD OF DIRECTORS, IF IT DEEMS IT APPROPRIA TE, TO GIVE TO THE SHAREHOLDERS, IN RESPECT OF ALL OR PART OF THE ISSUANCE MAD E, A SUBSCRIPTION PRIORITY WHICH DOES NOT GIVE RISE TO THE CREATION OF NEGOTIA BLE RIGHTS, FOR SUCH PERIOD AS IT MAY DETERMINE BUT WHICH SHALL NOT HOWEVER BE LESS THAN THE PERIOD PROVIDED BY LAW, TO DEFINE THE CHARACTERISTICS OF SUCH P RIORITY RIGHT AND IN PARTICULAR TO DECIDE TO LIMIT THE NUMBER OF SECURITIES TO WHICH IT SHALL GIVE A RIGHT FOR EACH SUBSCRIPTION ORDER ISSUED; 5/ RESOLVE TO SET THE MAXIMUM AMOUNT OF THE ISSUANCES WHICH MAY BE DECIDED UPON BY THE BOAR D OF DIRECTORS PURSUANT TO THIS DELEGATED POWER AS FOLLOWS: - THE MAXIMUM NOMI NAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED DIRECTLY OR UPON PRESENTATION OF SECURITIES, WHETHER OR NOT REPRESENTING DEBT, SHALL NOT EXCEED EUR 750 MILLION OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER CURRENCIES, INCREASED BY THE NOMINA L AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE ISSUANCE OF SHARES WHICH M AY EVENTUALLY NEED TO BE EFFECTED IN ORDER TO PRESERVE THE RIGHTS OF THE HOLDE RS OF SUCH SECURITIES IN ACCORDANCE WITH LAW; - THE MAXIMUM NOMINAL AMOUNT OF SECURITIES REPRESENTING DEBT OF THE COMPANY WHICH MAY BE ISSUED IN THIS MANNER MAY NOT EXCEED EUR 6 BILLION OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER CURREN CIES; 6/ FORMALLY NOTE THAT THIS DELEGATED POWER SHALL AUTOMATICALLY ENTAIL TH E WAIVER BY THE SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION RIGHTS IN RESP ECT OF THE SHARES TO WHICH THE SECURITIES WHICH MAY BE ISSUED PURSUANT TO THIS DELEGATION CONFER A RIGHT; 7/ RESOLVE THAT THE AMOUNT OF THE CONSIDERATION PA ID OR WHICH MAY SUBSEQUENTLY BE PAID TO THE COMPANY FOR EACH OF THE SHARES ISS UED IN THE CONTEXT OF THIS DELEGATED POWER SHALL BE AT LEAST EQUAL TO THE WEIG HTED AVERAGE PRICE OF THE SHARE QUOTED ON THE EUROLIST MARKET OF EURONEXT PARI S DURING THE THREE LAST TRADING SESSIONS PRECEDING THE SETTING OF THE PRICE, R EDUCED, EVENTUALLY, BY A MAXIMUM DISCOUNT OF 5%. THIS AVERAGE SHALL BE CORRECT ED, IF NECESSARY, IN THE EVENT OF A DIFFERENCE BETWEEN THE DATES AS OF WHICH T HE SHARES ARE ENTITLED TO DIVIDENDS. IN THE EVENT OF THE ISSUANCE OF SHARE SUB SCRIPTION WARRANTS OF THE COMPANY, THE SUM RECEIVED BY THE COMPANY WHEN THE WA RRANTS ARE SUBSCRIBED SHALL BE TAKEN INTO ACCOUNT IN THIS CALCULATION; 8/ GIVE ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATION, TO IMPLEMENT THIS DELEGATED POWER UNDER THE CONDITIONS SET BY LAW AND, IN PAR TICULAR: - TO DETERMINE THE NATURE AND NUMBER OF THE ORDINARY SHARES AND OTHER SECURITIES TO BE ISSUED, THEIR CHARACTERISTICS, THE AMOUNT OF THE ISSUANCE PR EMIUM AS WELL AS THE OTHER TERMS OF THEIR ISSUANCE AND, IN PARTICULAR, THE DAT E FROM WHICH THE NEW SHARES SHALL CONFER A RIGHT TO DIVIDENDS, WHICH MAY EVEN BE RETROACTIVE; - TO SET THE TERMS PURSUANT TO WHICH THE COMPANY SHALL, IF APP LICABLE, HAVE THE OPTION TO PURCHASE OR EXCHANGE ON THE STOCK EXCHANGE THE SEC URITIES ISSUED OR TO BE ISSUED IN THE FUTURE, AT ANY TIME OR DURING SET PERIOD S; - MORE PARTICULARLY, IN THE EVENT OF THE ISSUANCE OF SECURITIES FOR THE PUR POSE OF EXCHANGING THEM AGAINST SECURITIES TENDERED IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER OR A TRANSACTION HAVING THE SAME EFFECT: - TO APPROVE THE LIST OF SECURITIES TENDERED IN THE CONTEXT OF THE EXCHANGE, - TO DETERMINE THE TER MS OF THE ISSUANCE, THE EXCHANGE RATIO AND, IF NECESSARY, THE AMOUNT OF THE BA LANCE TO BE PAID IN CASH, - TO DETERMINE THE TERMS OF THE ISSUANCE IN THE CONT EXT EITHER OF A PUBLIC EXCHANGE OFFER, A PURCHASE OR EXCHANGE OFFER BEING MADE IN THE ALTERNATIVE, OR OF A PUBLIC OFFER THAT IS MAINLY A PURCHASE OR AN EXCH ANGE OFFER, COUPLED WITH A PUBLIC EXCHANGE OFFER OR A PUBLIC PURCHASE OFFER OF A MORE LIMITED SCOPE, - TO CHARGE THE EXPENSES OF THE CAPITAL INCREASES TO TH E AMOUNT OF THE PREMIUMS RELATING THERETO AND TO DEDUCT FROM THAT AMOUNT THE S UMS NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE COMPANY AFTER EACH INCREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIA TED IN ANY WAY DECIDED BY THE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING; - IN GENERAL, TO ENTER INTO ANY AGREEMENT (IN PARTICULAR TO ENSURE T HE SUCCESSFUL IMPLEMENTATION OF THE ISSUANCE OR ISSUANCES CONTEMPLATED), TO TA KE ANY NECESSARY MEASURES AND CARRY OUT ANY FORMALITIES NECESSARY FOR THE ISSU ANCE E.21 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF AN INCREASE IN THE CAPITAL OF THE COMPANY, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, PURSUANT TO THE NINETEENTH AND TWENTIETH RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS O F AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE RE PORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITOR S, AUTHORIZE THE BOARD OF DIRECTORS, IF IT ASCERTAINS THAT THERE IS EXCESS DEM AND TO SUBSCRIBE FOR SHARES UPON A CAPITAL INCREASE DECIDED UPON PURSUANT TO T HE NINETEENTH AND TWENTIETH RESOLUTIONS OF THIS SHAREHOLDERS MEETING, TO INCR EASE THE NUMBER OF SECURITIES IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE L. 225-135-1 OF THE COMMERCIAL CODE, WITHIN THIRTY DAYS OF THE EXPIRATION OF THE SUBSCRIPTION PERIOD, SUBJECT TO A LIMIT OF 15% OF THE INITIAL ISSUANCE AND AT THE SAME PRICE AS WAS USED FOR THE INITIAL ISSUANCE. THE PERIOD OF VALIDITY OF THIS DELEGATED POWER IS 26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING. E.22 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO INCREASE THE CAPITAL OF THE COMPANY, BY A PUBLIC OFFERING OF SHARES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, BY THE ISSUANCE OF ORDINARY SHARES, AND ANY SECURITIES CONFERRING A R IGHT, IMMEDIATELY OR IN THE FUTURE, TO SHARES, OF THE COMPANY OR OF AFFILIATE D COMPANIES, AND TO SET THE ISSUANCE PRICE THEREOF: VOTING UNDER THE QUORUM AN D MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREH OLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPOR T OF THE STATUTORY AUDITORS: 1/ AUTHORIZE THE BOARD OF DIRECTORS, IN THE CONTE XT OF ARTICLE L. 225-136 OF THE COMMERCIAL CODE AND SUBJECT TO A LIMIT OF 10% OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY PER YEAR, TO ISSUE VIA A PUBLIC OFFERING AND WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS ON THE PART OF THE SHAR EHOLDERS, ANY ORDINARY SHARES AND OTHER SECURITIES CONFERRING A RIGHT, IMMEDIA TELY OR IN THE FUTURE, TO SHARES OF THE COMPANY OR OF A COMPANY IN WHICH ALCAT EL DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL, OR OF A COMPANY WHI CH DIRECTLY OR INDIRECTLY OWNS MORE THAN HALF THE CAPITAL OF ALCATEL, AND TO S ET THE ISSUANCE PRICE FOR SUCH SHARES OR SECURITIES USING EITHER OF THE TWO FO LLOWING METHODS: - AN ISSUANCE PRICE EQUAL TO THE AVERAGE ALCATEL SHARE PRICE ON THE EUROLIST MARKET OF EURONEXT PARIS RECORDED OVER A MAXIMUM PERIOD OF SIX MONTHS PRECEDING THE ISSUANCE, ) AN ISSUANCE PRICE EQUAL TO THE WEIGHTED AVER AGE ALCATEL SHARE PRICE ON THE EUROLIST MARKET OF EURONEXT PARIS ON THE DAY PR ECEDING THE ISSUANCE (VWAP 1) WITH A MAXIMUM DISCOUNT OF 20%; 2/ RESOLVE THAT THE NOMINAL AMOUNT OF THE INCREASE IN THE CAPITAL OF THE COMPANY RESULTING FRO M THE ISSUANCE OF THE SECURITIES DEFINED IN PARAGRAPH 1/ ABOVE, SHALL COUNT TO WARDS THE AMOUNT OF THE OVERALL LIMIT FOR CAPITAL INCREASES SET IN THE TWENTYF OURTH RESOLUTION; 3/ FORMALLY NOTE THAT THIS DELEGATED POWER SHALL AUTOMATICAL LY ENTAIL THE WAIVER BY THE SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION RI GHTS IN RESPECT OF THE SHARES TO WHICH THE SECURITIES ISSUED PURSUANT TO THIS DELEGATED POWER CONFER A RIGHT; 4/ SET THE PERIOD OF VALIDITY OF THIS AUTHORIZ ATION AT 26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING; 5/ GI VE ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATIO N, TO IMPLEMENT THESE ISSUANCES ON SUCH TERMS AS IT MAY DECIDE, AND IN PARTICU LAR: - TO SET THE NATURE AND NUMBER OF THE ORDINARY SHARES AND THE OTHER SECUR ITIES TO BE CREATED, THEIR CHARACTERISTICS AND THE TERMS OF THEIR ISSUANCE; - TO CHARGE THE EXPENSES OF THE CAPITAL INCREASE TO THE AMOUNT OF THE PREMIUMS R ELATING THERETO AND TO DEDUCT FROM THAT AMOUNT THE SUMS NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE COMPANY AFTER EACH IN CREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY DECIDED BY T HE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING; - TO MAKE ANY NEC ESSARY AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS. E.23 DELEGATION OF POWER TO THE BOARD OF DIRECTORS Management TO INCREASE THE CAPITAL OF THE C OMPANY, TO COMPENSATE FOR CONTRIBUTIONS IN KIND IN THE FORM OF SHARES OR SECUR ITIES CONFERRING A RIGHT TO THE CAPITAL OF UNAFFILIATED COMPANIES: VOTING UNDE R THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETI NG, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS: 1/ DEL EGATE TO THE BOARD OF DIRECTORS, IN ACCORDANCE WITH ARTICLE L. 225-147 OF THE COMMERCIAL CODE, THE POWER NECESSARY TO INCREASE THE CAPITAL OF THE COMPANY, S UBJECT TO A LIMIT OF 10% OF THE CAPITAL OF THE COMPANY, BY THE ISSUANCE OF ORD INARY SHARES AND ANY OTHER SECURITIES CONFERRING A RIGHT TO THE CAPITAL OF THE COMPANY, IN CONSIDERATION OF CONTRIBUTIONS IN KIND MADE TO THE COMPANY CONSIS TING OF SHARES OR SECURITIES CONFERRING A RIGHT TO THE CAPITAL OF UNAFFILIATED COMPANIES, WHEN THE PROVISIONS OF ARTICLE L. 225-148 OF THE COMMERCIAL CODE D O NOT APPLY; 2/ RESOLVE THAT THE NOMINAL AMOUNT OF THE CAPITAL INCREASE RESULT ING FROM THE ISSUANCE OF THE SECURITIES DEFINED IN PARAGRAPH 1/ ABOVE SHALL CO UNT TOWARDS THE AMOUNT OF THE OVERALL LIMIT FOR INCREASES IN THE CAPITAL OF TH E COMPANY SET IN THE TWENTY-FOURTH RESOLUTION; 3/ SET THE PERIOD OF VALIDITY O F THIS DELEGATION AT 26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS ME ETING; 4/ GIVE ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF S UB-DELEGATION, TO IMPLEMENT THESE ISSUANCES ON SUCH TERMS AS IT MAY DECIDE AND , IN PARTICULAR: - TO SET THE NATURE AND NUMBER OF THE ORDINARY SHARES AND THE SECURITIES TO BE CREATED, THEIR CHARACTERISTICS AND THE TERMS OF THEIR ISSUAN CE, - TO APPROVE THE VALUATION OF THE ASSETS CONTRIBUTED, - TO CHARGE THE EXPE NSES, CHARGES AND DUTIES OF THE CAPITAL INCREASE TO THE AMOUNT OF THE PREMIUMS RELATING THERETO AND TO DEDUCT FROM THAT AMOUNT THE SUMS NECESSARY TO INCREAS E THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE COMPANY AFTER EACH INCREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY DECIDED BY THE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING, - TO MAKE ANY N ECESSARY AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS. E.24 OVERALL LIMITS ON THE AMOUNT OF ISSUANCES TO Management BE MADE PURSUANT TO THE NINETEENT H, TWENTIETH, TWENTY-FIRST, TWENTY-SECOND AND TWENTY-THIRD RESOLUTIONS: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AN D THE SPECIAL REPORT OF THE STATUTORY AUDITORS, RESOLVE TO SET THE FOLLOWING L IMITS ON THE AMOUNTS OF THE ISSUANCES WHICH COULD BE DECIDED UPON BY THE BOARD OF DIRECTORS PURSUANT TO THE DELEGATED POWERS OR AUTHORIZATIONS CONTAINED IN THE NINETEENTH, TWENTIETH, TWENTY-FIRST, TWENTY-SECOND AND TWENTY-THIRD RESOLU TIONS OF THE SHAREHOLDERS MEETING HELD ON THE DATE THEREOF: 1/ THE MAXIMUM NO MINAL AMOUNT OF THE SHARES WHICH MAY BE ISSUED DIRECTLY OR UPON PRESENTATION O F SECURITIES, WHETHER OR NOT REPRESENTING DEBT, SHALL NOT EXCEED EUR 750 MILLI ON OR THE EQUIVALENT OF SUCH AMOUNT IN OTHER CURRENCIES, INCREASED BY THE NOMI NAL AMOUNT OF THE CAPITAL INCREASE RESULTING FROM THE ISSUANCE OF SHARES WHICH MAY EVENTUALLY NEED TO BE EFFECTED IN ORDER TO PRESERVE THE RIGHTS OF HOLDERS OF SUCH SECURITIES IN COMPLIANCE WITH LAW, IT BEING NOTED THAT THIS LIMIT SHA LL NOT APPLY TO CAPITAL INCREASES BY CAPITALIZATION OF PREMIUMS, RESERVES, PRO FITS OR OTHER FUNDS, 2/ THE MAXIMUM NOMINAL AMOUNT OF SECURITIES REPRESENTING DEBT OF THE COMPANY WHICH MAY BE ISSUED MAY NOT EXCEED EUR 6 BILLION OR THE EQ UIVALENT OF SUCH AMOUNT IN OTHER CURRENCIES. E.25 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO INCREASE THE CAPITAL OF THE COMPANY BY THE ISSUANCE OF SHARES RESERVED TO PARTICIPANTS IN A COMPANY S AVINGS PLAN IN ACCORDANCE WITH THE PROVISIONS OF THE COMMERCIAL CODE AND OF AR TICLES L. 443-1 AND FOLLOWING OF THE LABOR CODE, INCLUDING IN THE EVENT OF USE OF THE DELEGATIONS OF POWER AND AUTHORIZATIONS TO EFFECT A CAPITAL INCREASE: VOTING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOL DERS MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECT ORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITORS: 1/ CANCEL THE AUTHORIZAT ION GIVEN TO THE BOARD OF DIRECTORS BY THE 12TH RESOLUTION OF THE SHAREHOLDERS MEETING HELD ON JUNE 4, 2004, BUT WITHOUT RETROACTIVE EFFECT AND ONLY WITH R ESPECT TO THE UNUSED BALANCE OF SUCH AUTHORIZATION AS OF THE DATE OF THIS MEET ING; 2/ AUTHORIZE THE BOARD OF DIRECTORS, IN THE CONTEXT OF THE PROVISIONS OF ARTICLES L. 225-138 AND L. 225-129-6 OF THE COMMERCIAL CODE, AND OF ARTICLE L. 443-5 OF THE LABOR CODE, TO INCREASE THE CAPITAL ON ONE OR MORE OCCASIONS, AT ITS SOLE INITIATIVE, BY THE ISSUANCE OF NEW SHARES TO BE PAID IN CASH AND, IF APPLICABLE, BY THE FREE DISTRIBUTION OF SHARES OR OTHER SECURITIES CONFERRING A RIGHT TO THE SHARE CAPITAL UNDER THE CONDITIONS SET BY LAW, AND RESERVED TO PARTICIPANTS IN A COMPANY SAVINGS PLAN; 3/ RESOLVE THAT THE BENEFICIARIES OF THE CAPITAL INCREASES AUTHORIZED HEREBY SHALL BE THE PARTICIPANTS IN A COMPANY SAVINGS PLAN OF ALCATEL OR OF COMPANIES AFFILIATED WITH ALCATEL WITHIN THE ME ANING OF ARTICLE L. 225-180 OF THE COMMERCIAL CODE, AND WHO FURTHER SATISFY AN Y CONDITIONS THAT MAY BE SET BY THE BOARD OF DIRECTORS; 4/ RESOLVE TO CANCEL T HE PREFERENTIAL SUBSCRIPTION RIGHT OF THE SHAREHOLDERS IN RESPECT OF THE SHARE S THUS ISSUED, IN FAVOR OF THE SAID EMPLOYEES; 5/ SET THE PERIOD OF VALIDITY O F THIS AUTHORIZATION AT 26 MONTHS STARTING FROM THE DATE OF THIS SHAREHOLDERS MEETING; 6/ RESOLVE TO LIMIT THE MAXIMUM NUMBER OF SHARES OF THE COMPANY WHIC H MAY BE ISSUED PURSUANT TO THIS RESOLUTION TO 3% OF THE CAPITAL OF THE COMPAN Y AT THE TIME OF EACH ISSUANCE; 7/ RESOLVE THAT THE SUBSCRIPTION PRICE FOR THE SHARES TO BE PAID BY THE BENEFICIARIES REFERRED TO ABOVE SHALL NOT BE MORE TH AN 5% LOWER THAN THE AVERAGE OPENING PRICES OF THE SHARES QUOTED ON THE EUROLI ST MARKET OF EURONEXT PARIS DURING THE TWENTY TRADING SESSIONS PRECEDING THE D ATE ON WHICH THE BOARD OF DIRECTORS ADOPTS ITS DECISION SETTING THE OPENING DA TE OF THE SUBSCRIPTION, NOR SHALL IT BE HIGHER THAN THIS AVERAGE, WHICH SHALL, IF NECESSARY, BE CORRECTED IN THE EVENT OF A DIFFERENCE BETWEEN THE DATES AS OF WHICH THE SHARES ARE ENTITLED TO DIVIDENDS; 8/ AUTHORIZE THE BOARD OF DIREC TORS, PURSUANT TO THIS AUTHORIZATION, TO ISSUE ANY SECURITIES CONFERRING A RIG HT TO THE CAPITAL OF THE COMPANY WHICH MIGHT BE AUTHORIZED IN THE FUTURE BY TH E LAWS OR REGULATIONS THEN IN FORCE; 9/ RESOLVE THAT, IN THE EVENT THAT PURSUA NT TO THE POWERS DELEGATED TO THE BOARD OF DIRECTORS BY THIS SHAREHOLDERS MEE TING PURSUANT TO THE NINETEENTH, TWENTIETH, TWENTYSECOND AND TWENTY-SEVENTH RE SOLUTIONS, THE BOARD SHOULD DECIDE ON A CAPITAL INCREASE TO BE SUBSCRIBED IN C ASH OR ON AN ALLOCATION OF OPTIONS TO SUBSCRIBE FOR SHARES OF THE COMPANY, IT SHALL ISSUE ITS OPINION ON THE APPROPRIATENESS OF INCREASING THE CAPITAL PURSU ANT TO ARTICLE L.225-129-6 OF THE COMMERCIAL CODE, AND AUTHORIZE THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATION, TO MAKE SUCH CAPITAL INCREASES RESERV ED TO THE BENEFICIARIES REFERRED TO IN PARAGRAPH 3 ABOVE, SUBJECT TO A MAXIMUM LIMIT OF 3% OF THE CAPITAL INCREASE THAT IT SHALL HAVE DECIDED UPON PURSUANT TO THE POWERS DELEGATED TO IT AND AUTHORIZATIONS PROVIDED BY THE AFOREMENTIONE D NINETEENTH, TWENTIETH AND TWENTY-SECOND RESOLUTIONS AND THE TWENTY-SEVENTH R ESOLUTION BELOW; 10/ GIVE ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF SUB-DELEGATION, TO IMPLEMENT THIS AUTHORIZATION, SUBJECT TO THE LIMI TATIONS AND UNDER THE CONDITIONS SPECIFIED ABOVE, IN ORDER, IN PARTICULAR: - T O DETERMINE THE COMPANIES WHOSE EMPLOYEES SHALL BE ENTITLED TO BENEFIT FROM TH E SUBSCRIPTION OFFER, AND TO SET THE CONDITIONS TO BE SATISFIED BY THE BENEFIC IARIES, - TO SET THE NATURE OF THE SECURITIES TO BE CREATED, THEIR CHARACTERIS TICS AND THE MANNER OF THEIR ISSUANCE, - TO DECIDE THAT THE SUBSCRIPTIONS MAY BE EFFECTED DIRECTLY OR THROUGH A MUTUAL FUND OR ANOTHER ENTITY IN ACCORDANCE WITH THE LEGISLATION IN FORCE, - TO DECIDE AND SET THE TERMS OF FREE DISTRIBUT IONS OF SHARES OR OF OTHER SECURITIES CONFERRING A RIGHT TO THE CAPITAL OF THE COMPANY, PURSUANT TO THE AUTHORIZATION GRANTED ABOVE, - TO SET THE PERIOD GIV EN TO SUBSCRIBERS TO PAY FOR THEIR SHARES, - TO SET THE DATE FROM WHICH THE NE W SHARES SHALL CONFER A RIGHT TO DIVIDENDS, WHICH MAY EVEN BE RETROACTIVE. - F ORMALLY TO RECORD THE COMPLETION OF THE CAPITAL INCREASE FOR THE NUMBER OF SHA RES ACTUALLY SUBSCRIBED, OR TO DECIDE TO INCREASE THE AMOUNT OF THE CAPITAL IN CREASE SO THAT ALL OF THE SUBSCRIPTION REQUESTS RECEIVED MAY BE SATISFIED, - T O CHARGE THE EXPENSES OF THE CAPITAL INCREASES TO THE AMOUNT OF THE PREMIUMS R ELATING THERETO AND TO DEDUCT FROM THAT AMOUNT THE SUMS NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE COMPANY AFTER EACH IN CREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY DECIDED BY T HE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING; ) IN GENERAL, TO TAKE ANY STEPS TO COMPLETE THE CAPITAL INCREASES, TO CARRY OUT ANY FORMALITIES REQUIRED IN CONNECTION THEREWITH AND TO MAKE ANY NECESSARY AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS. E.26 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO DISTRIBUTE EXISTING SHA RES OF THE COMPANY, OR SHARES TO BE ISSUED BY THE COMPANY, FREE OF CHARGE: VOT ING UNDER THE QUORUM AND MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDER S MEETING, THE SHAREHOLDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITORS, IN ACCORDANCE WITH THE ARTI CLE L. 225-197-1 AND FOLLOWING OF THE COMMERCIAL CODE: 1/ AUTHORIZE THE BOARD OF DIRECTORS TO MAKE DISTRIBUTIONS OF EXISTING COMPANY SHARES OR OF COMPANY SH ARES TO BE ISSUED IN THE FUTURE, FREE OF CHARGE, ON ONE OR MORE OCCASIONS, TO MEMBERS OF SALARIED STAFF OR TO CERTAIN CATEGORIES OF SUCH STAFF, AND TO THE C HAIRMAN, CHIEF EXECUTIVE OFFICER AND DEPUTY EXECUTIVE OFFICERS, OF ALCATEL AND OF COMPANIES OR ECONOMIC INTEREST GROUPS AFFILIATED THEREWITH, UNDER THE COND ITIONS PROVIDED BY ARTICLE L. 225-17-2 OF THE COMMERCIAL CODE; 2/ RESOLVE THAT THE BOARD OF DIRECTORS SHALL DETERMINE THE IDENTITY OF THE BENEFICIARIES OF S UCH DISTRIBUTIONS TOGETHER WITH THE CONDITIONS THEREOF AND, IF APPLICABLE, THE CRITERIA FOR THE ALLOCATION OF SUCH SHARES; 3/ RESOLVE THAT THE TOTAL NUMBER OF SHARES DISTRIBUTED FREE OF CHARGE SHALL NOT BE SUCH THAT, WHEN ADDED TO ANY CAPITAL INCREASES RESULTING FROM THE EXERCISE OF OPTIONS GRANTED PURSUANT TO THE TWENTY-SEVENTH RESOLUTION, THE CAPITAL INCREASE IS IN EXCESS OF 6% OF THE CAPITAL OF THE COMPANY; 4/ FORMALLY NOTE THAT THE SHARES SHALL BE FINALLY ALLO CATED TO THEIR BENEFICIARIES AT THE EXPIRATION OF A PURCHASE PERIOD AND SHALL BE HELD BY SUCH BENEFICIARIES FOR A MINIMUM PERIOD. THE MINIMUM PURCHASE PERIO D AND PERIOD OF MANDATORY HOLDING SHALL BE NOT LESS THAN THOSE SET BY THE COMM ERCIAL CODE ON THE DATE OF THE DECISION OF THE BOARD OF DIRECTORS; 5/ RESOLVE THAT THE BOARD OF DIRECTORS SHALL HAVE THE POWER TO SET THE LENGTH OF THE PURC HASE PERIOD AND OF THE MANDATORY HOLDING PERIOD UNDER THE CONDITIONS PROVIDED IN PARAGRAPH 4/ ABOVE; 6/ AUTHORIZE THE BOARD OF DIRECTORS, IF NECESSARY, DURI NG THE PURCHASE PERIOD, TO MAKE ADJUSTMENTS TO THE NUMBER OF SHARES DISTRIBUTE D FREE OF CHARGE DEPENDING UPON EVENTUAL TRANSACTIONS AFFECTING THE CAPITAL OF ALCATEL, IN ORDER TO PRESERVE THE RIGHTS OF THE BENEFICIARIES; 7/ FORMALLY NO TE THAT IN THE EVENT OF THE DISTRIBUTION, FREE OF CHARGE, OF SHARES TO BE ISS UED, THIS AUTHORIZATION SHALL ENTAIL, AT THE END OF THE PURCHASE PERIOD, A CAP ITAL INCREASE BY THE CAPITALIZATION OF RESERVES, PROFITS OR ISSUANCE PREMIUMS IN FAVOR OF THE BENEFICIARIES OF THE SAID SHARES AND A CORRESPONDING WAIVER BY THE SHAREHOLDERS IN FAVOR OF THE PERSONS TO WHOM THE SHARES ARE ALLOCATED, OF THEIR SHARE OF THE RESERVES, PROFITS AND PREMIUMS SO CAPITALIZED; 8/ SET THE PERIOD OF VALIDITY OF THIS AUTHORIZATION AT 38 MONTHS STARTING FROM THE DATE T HEREOF; 9/ RESOLVE THAT THE BOARD OF DIRECTORS SHALL HAVE ALL NECESSARY POWERS , PARTICULARLY, IN THE EVENT OF THE DISTRIBUTION OF SHARES TO BE ISSUED IN THE FUTURE, TO SET THE AMOUNT AND NATURE OF THE RESERVES, PROFITS AND PREMIUMS TO BE CAPITALIZED, TO DETERMINE THE AMOUNT OF THE UNAVAILABLE RESERVE BY DEDUCTI ON FROM THE PROFITS, PREMIUMS OR RESERVES LINE ITEMS, TO NOTE ANY CAPITAL INCR EASE EFFECTED PURSUANT TO THIS DELEGATED POWER, TO AMEND THE ARTICLES OF INCO RPORATION AND BYLAWS AS A RESULT THEREOF AND IN GENERAL, TO TAKE ALL NECESSARY ACTION. E.27 AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS Management TO GRANT SHARE SUBSCRIPTIO N OPTIONS OR SHARE PURCHASE OPTIONS IN THE COMPANY: VOTING UNDER THE QUORUM AN D MAJORITY REQUIREMENTS OF AN EXTRAORDINARY SHAREHOLDERS MEETING, THE SHAREHO LDERS, HAVING READ THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL REPORT OF THE STATUTORY AUDITORS: 1/ CANCEL THE AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS BY THE 13TH RESOLUTION OF THE SHAREHOLDERS MEETING HELD ON APRIL 18 , 2002, BUT WITHOUT RETROACTIVE EFFECT AND CONSEQUENTLY ONLY WITH RESPECT TO T HE UNUSED BALANCE OF SUCH AUTHORIZATION AS OF THE DATE OF THIS MEETING; 2/ AUT HORIZE THE BOARD OF DIRECTORS, WITH POWER TO SUB-DELEGATE TO THE CHIEF EXECUTI VE OFFICER, IN THE CONTEXT OF THE PROVISIONS OF ARTICLE L. 225-177 AND FOLLOWI NG OF THE COMMERCIAL CODE, TO GRANT OPTIONS TO THE BENEFICIARIES INDICATED BEL OW, ON ONE OR MORE OCCASIONS, CONFERRING A RIGHT TO SUBSCRIBE FOR NEW SHARES O F THE COMPANY TO BE ISSUED BY WAY OF A CAPITAL INCREASE OR TO BUY EXISTING SHA RES OF THE COMPANY FROM THOSE SHARES BOUGHT BACK BY THE COMPANY UNDER THE COND ITIONS PROVIDED BY LAW; 3/ RESOLVE THAT THE BENEFICIARIES OF THESE OPTIONS SHA LL BE CHOSEN AMONG THE SALARIED PERSONNEL OR THE CHAIRMAN, CHIEF EXECUTIVE OFF ICER AND DEPUTY EXECUTIVE OFFICERS ( MANDATAIRES SOCIAUX ) AS DEFINED BY LAW, OF ALCATEL AND OF COMPANIES OR ECONOMIC INTEREST GROUPS AFFILIATED DIRECTLY OR INDIRECTLY THEREWITH UNDER THE CONDITIONS OF ARTICLE L. 225-180 OF THE COMMER CIAL CODE; 4/ RESOLVE THAT THE TOTAL NUMBER OF OPTIONS GRANTED IN THE CONTEXT OF THIS AUTHORIZATION MAY NOT CONFER A RIGHT TO SUBSCRIBE FOR A NUMBER OF NEW SHARES IN EXCESS OF 6% OF THE TOTAL NUMBER OF SHARES COMPRISING THE CAPITAL OF THE COMPANY, SUBJECT TO ANY OTHER LEGAL LIMITS, IT BEING NOTED THAT THE TOTAL NUMBER OF NEW SHARES ALLOCATED PURSUANT TO THE TWENTY-SIXTH RESOLUTION SHALL COUNT TOWARDS THIS LIMIT; 5/ RESOLVE THAT THE ISSUANCE PRICE OR PURCHASE PRIC E OF THE SHARES MAY NOT BE LESS THAN THE AVERAGE OPENING PRICES QUOTED FOR THE SHARES ON THE EUROLIST MARKET OF EURONEXT PARIS DURING THE LAST TWENTY TRADIN G SESSIONS PRECEDING THE DATE OF THE DECISION TO GRANT THE OPTIONS, IT BEING N OTED, IN ADDITION, THAT IN THE CASE OF PURCHASE OPTIONS, THE PURCHASE PRICE OF THE SHARE ON THE DATE THE OPTION IS GRANTED MAY ALSO NOT BE LESS THAN THE AVE RAGE PURCHASE PRICE OF THE SHARES HELD BY THE COMPANY PURSUANT TO ARTICLES L. 225-208 OR L. 225-209 OF THE COMMERCIAL CODE; 6/ SET THE PERIOD OF VALIDITY OF THIS AUTHORIZATION AT 38 MONTHS STARTING FROM THE DATE HEREOF; 7/ RESOLVE THA T THE PERIOD FOR THE EXERCISE OF THE OPTIONS MAY NOT EXCEED TEN YEARS WITH EFF ECT FROM THE DATE OF ALLOCATION OF THE OPTIONS BY THE BOARD OF DIRECTORS; 8/ F ORMALLY NOTE, PURSUANT TO ARTICLE L. 225-178 OF THE COMMERCIAL CODE, THAT THIS AUTHORIZATION SHALL ENTAIL THE EXPRESS WAIVER BY THE SHAREHOLDERS IN FAVOR OF THE BENEFICIARIES OF THE SHARE SUBSCRIPTION OPTIONS, OF THE SHAREHOLDERS PRE FERENTIAL SUBSCRIPTION RIGHT IN RESPECT OF THE SHARES ISSUED AS AND WHEN OPTIO NS ARE EXERCISED; 9/ DELEGATE ALL NECESSARY POWERS TO THE BOARD OF DIRECTORS, WITH POWER TO SUB-DELEGATE TO THE CHIEF EXECUTIVE OFFICER, TO SET THE OTHER TE RMS AND CONDITIONS OF THE ALLOCATION OF THE OPTIONS AND OF THE EXERCISE THEREO F, AND PARTICULARLY:- TO SET THE CONDITIONS IN WHICH THE OPTIONS WILL BE GRANT ED AND TO DETERMINE THE LIST OR THE CATEGORIES OF BENEFICIARIES OF THE OPTIONS AS PROVIDED ABOVE; IF APPLICABLE, TO SET THE CONDITIONS OF SENIORITY THAT BEN EFICIARIES OF THESE OPTIONS MUST SATISFY; TO DECIDE THE CONDITIONS UNDER WHICH THE PRICE AND THE NUMBER OF SHARES MAY BE ADJUSTED, - TO DETERMINE ONE OR SEV ERAL PERIODS OF FINAL VESTING OF THE RIGHTS OF THE BENEFICIARIES AND ANY CONDI TIONS ATTACHED TO SUCH VESTING, AS WELL AS THE PERIOD OR PERIODS DURING WHICH THE OPTIONS THUS GRANTED MAY BE EXERCISED, AND THE TERM OF SUCH OPTIONS, - TO PROVIDE FOR THE POWER TO SUSPEND TEMPORARILY THE EXERCISE OF OPTIONS FOR A MAX IMUM PERIOD OF THREE MONTHS IN THE EVENT OF THE COMPLETION OF FINANCIAL TRANSA CTIONS INVOLVING THE EXERCISE OF A RIGHT ATTACHED TO THE SHARES TO WHICH THE O PTIONS RELATE, - TO CARRY OUT OR ARRANGE TO BE CARRIED OUT ANY ACTIONS AND FOR MALITIES FOR THE PURPOSE OF COMPLETING THE CAPITAL INCREASE OR INCREASES THAT MAY BE EFFECTED PURSUANT TO THE AUTHORIZATION THAT IS THE SUBJECT OF THIS RESO LUTION; TO AMEND THE ARTICLES OF INCORPORATION AND BYLAWS ACCORDINGLY, AND GEN ERALLY TO TAKE ALL NECESSARY ACTION. - TO CHARGE THE EXPENSES OF THE CAPITAL I NCREASES TO THE AMOUNT OF THE PREMIUMS RELATING THERETO AND TO DEDUCT FROM THA T AMOUNT THE SUMS NECESSARY TO INCREASE THE LEGAL RESERVE TO ONE TENTH OF THE NEW CAPITAL OF THE COMPANY AFTER EACH INCREASE, THE BALANCE BEING AVAILABLE TO BE APPROPRIATED IN ANY WAY DECIDED BY THE BOARD OF DIRECTORS OR THE ORDINARY SHAREHOLDERS MEETING. E.28 POWERS TO IMPLEMENT THE DECISIONS OF THE SHAREHOLDERS Management MEETING AND TO CARRY OU T THE CORRESPONDING FORMALITIES: THE SHAREHOLDERS GIVE ALL NECESSARY POWERS TO THE BEARER OF AN ORIGINAL, COPY OR EXTRACT OF THE MINUTES OF THIS SHAREHOLDER S MEETING, TO EFFECT ALL FILINGS AND CARRY OUT OTHER FORMALITIES, AS NECESSAR Y. * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- CIE GENERALE DES ETABLISSEMENTS MICHELIN SA, CLERMONT-FERRAND MIX Meeting Date: 05/20/2005 Issuer: F61824144 ISIN: FR0000121261 SEDOL: 4588364, 4588524, 7166206, 7625387, B05DWJ6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT MICHELIN S SHARES ARE IN REGISTERED Non-Voting FORM ONLY AND BLOCKING IS NOT NECESSARY PRIOR TO THE GENERAL MEETING. THANK YOU. O.1 APPROVAL OF THE CORPORATE ACCOUNTS FOR 2004; Management THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT, AND THE REPORT OF THE SU PERVISORY BOARD, HEREBY APPROVES THE COMPANY ACCOUNTS FOR 2004 AND THE RESULTI NG PROFIT RECORDED THEREIN OF EUR 295,151,971.68; THE GENERAL MEETING HEREBY A PPROVES THE OPERATIONS DESCRIBED IN THE ABOVE ACCOUNTS AND INDICATED IN THE AB OVE REPORTS, SPECIFICALLY AND INSOFAR AS IS NECESSARY, THOSE AFFECTING THE VAR IOUS RESERVE ACCOUNTS O.2 ALLOCATION OF PROFITS FOR 2004; AT THE PROPOSAL Management OF THE MANAGING PARTNERS AND W ITH THE APPROVAL OF THE SUPERVISORY BOARD, THE GENERAL MEETING, IN CONSIDERATI ON OF A PROFIT FOR THE YEAR OF EUR 295,151,971.68 LESS THE STATUTORY SHARE OF THE GENERAL PARTNERS IN THE AMOUNT OF EUR 5,271,626.68 RESULTING IN A BALANCE OF EUR 289,880,345.00 SUBJECT TO THE ADDITION OF PROFITS BROUGHT FORWARD OF EU R 52,494,683.39 THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPOR T, THE AUDITORS REPORT, AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY APPRO VES THE COMPANY ACCOUNTS FOR 2004 AND THE RESULTING PROFIT RECORDED THEREIN OF EUR 295,151,971.68; TO UNDERTAKE THE DISTRIBUTION OF A TOTAL SUM OF EUR 179,2 33,781.25, WHICH REPRESENTS A DIVIDEND OF EUR 1.25 PER SHARE; THE DATE OF EXPI RY FOR DIVIDEND ENTITLEMENTS SHALL BE MAY 24, 2005, UPON WHICH DATE SHARES SHA LL BE QUOTED NET OF THEIR DIVIDEND ENTITLEMENT FOR THE 2004 FINANCIAL YEAR; SI NCE SHARES HELD BY THE COMPANY ON THE DATE OF DIVIDEND SETTLEMENT DO NOT CARRY ENTITLEMENT TO ANY DIVIDEND, THE AMOUNTS CORRESPONDING TO THE DIVIDEND IN RES PECT OF THESE SHARES WILL BE ENTERED UNDER THE ITEM PROFITS CARRIED FORWARD ; THE DIVIDENDS PAID IN RESPECT OF THE PREVIOUS THREE FINANCIAL YEARS ARE SHOWN , TOGETHER WITH THE CORRESPONDING TAX CREDITS, IN THE FOLLOWING TABLE: II - TO TRANSFER THE BALANCE OF EUR 163,141,247.14 TO THE ITEM PROFITS CARRIED FORWA RD ; YEAR 2001 / DIVIDENDS DISTRIBUTED: EUR 114,508,482.0 / DIVIDEND: EUR 0.85 WITH A TAX CREDIT OF EUR 0.43 / TOTAL EARNINGS OF EUR 1.28; YEAR 2002 / DIVID ENDS DISTRIBUTED: EUR 131,867,238.90 / DIVIDEND: EUR 0.93 WITH A TAX CREDIT OF EUR 0.465 / TOTAL EARNINGS: EUR 1.395; YEAR 2003 / DIVIDENDS DISTRIBUTED: EUR 133,349,933.25 / DIVIDEND: EUR 0.93 WITH A TAX CREDIT OF EUR 0.465 / TOTAL EA RNINGS OF EUR 1.395 O.3 APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR 2004; Management THE GENERAL MEETING, HAVING HE ARD THE MANAGING PARTNERS REPORT, THE AUDITORS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY APPROVES THE CONSOLIDATED ACCOUNTS FOR 2004 AND THE PROFIT OF EUR 527,162,667.51 RECORDED THEREIN O.4 REGULATED AGREEMENTS; THE GENERAL MEETING, HAVING Management HEARD THE SPECIAL AUDITORS REPORT ON THE AGREEMENTS DESCRIBED IN ARTICLE L 226-10 OF THE FRENCH COMMERCIA L CODE, HEREBY APPROVES THE SAID REPORT AND DULY RECORDS THAT THERE ARE NO SUC H AGREEMENTS TO BE SUBMITTED FOR APPROVAL O.5 TRANSFER OF EUR 200,000,000 FROM THE SPECIAL Management LONG-TERM CAPITAL GAINS RESERVE T O AN ORDINARY RESERVE ACCOUNT; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, RESOLVES, FOR THE PU RPOSE OF APPLYING THE PROVISIONS OF ARTICLE 39-IV OF THE FRENCH FINANCIAL LAW AMENDMENT FOR 2004, TO TRANSFER THE SUM OF EUR 200,000,000 FROM THE SPECIAL LO NG-TERM CAPITAL GAINS RESERVE TO AN ORDINARY RESERVE ACCOUNT; AT DECEMBER 31, 2004, THE SPECIAL LONG-TERM CAPITAL GAINS RESERVE CONTAINED EUR 1,081,419,039; THE EXCEPTIONAL TAX APPLYING TO THIS TRANSFER HAVING BEEN PAID FROM THE ITEM PROFITS CARRIED FORWARD O.6 APPOINTMENT OF A SUPERVISORY BOARD MEMBER; THE Management PROFIT OF EUR 527,162,667.51 RE CORDED THEREIN; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPOR T AND THE REPORT OF THE SUPERVISORY BOARD, APPOINTS MRS. LAURENCE PARISOT AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF FIVE YEARS, THAT TERM TO EXPI RE AT THE GENERAL MEETING CALLED IN 2010 FOR THE ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR O.7 APPOINTMENT OF A SUPERVISORY BOARD MEMBER; THE Management GENERAL MEETING, HAVING HEARD T HE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, APPOINTS MR. PATRICK COX AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF FIVE YEA RS, THAT TERM TO EXPIRE AT THE GENERAL MEETING CALLED IN 2010 FOR THE ADOPTION OF THE ACCOUNTS FOR THE 2009 FINANCIAL YEAR O.8 AUTHORIZATION PERMITTING THE COMPANY TO TRANSACT Management ITS OWN SHARES ON THE STOCK M ARKET; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, HEREBY AUTHORIZES THE COMPANY TO TRANSACT IT S OWN SHARES IN ACCORDANCE WITH ARTICLE L 225-209 OF THE FRENCH COMMERCIAL COD E, SUBJECT TO THE FOLLOWING CONDITIONS: - THE MAXIMUM PURCHASE PRICE SHALL BE EUR 70; - THE MINIMUM-SELLING PRICE OF EUR 40; THE NUMBER OF SHARES PURCHASED SHALL NOT EXCEED 10% OF THE TOTAL NUMBER OF EQUITY SHARES, I.E. A MAXIMUM AMOU NT OF EUR 1,003,709,140; THE TERM OF THIS AUTHORIZATION SHALL BE 18 MONTHS WIT H EFFECT FROM THE PRESENT DATE; IN CASE OF AN INCREASE IN CAPITAL BY WAY OF TH E INCORPORATION OF RESERVES AND THE ALLOTMENT OF FREE SHARES, OR IN THE EVENT OF A SHARE SPLIT OR SHARE COMBINATION, THE PRICES INDICATED ABOVE SHALL BE ADJ USTED BY THE APPLICATION OF A MULTIPLIER COEFFICIENT WHICH SHALL BE EQUAL TO T HE RATIO BETWEEN THE NUMBER OF EQUITY SHARES BEFORE AND AFTER THE OPERATION CO NCERNED; THE PURPOSE OF THIS AUTHORIZATION IS TO ENABLE THE COMPANY TO USE THE OPPORTUNITIES PROVIDED UNDER THE APPLICABLE LEGISLATION TO TRADE IN ITS OWN S HARES FOR THE PURPOSE OF: THE RETENTION, SALE OR REMITTANCE BY WAY OF EXCHANGE OR TRANSFER OF SHARES IN LIEU OF PAYMENT, SPECIFICALLY FOR THE PURPOSES OF FI NANCIAL TRANSACTIONS SUCH AS ACQUISITIONS OR THE ISSUE OF SHARES CONFERRING DI RECT OR INDIRECT ACCESS TO EQUITY CAPITAL; THE GRANTING OF SHARES TO THE COMPA NY S SENIOR AND EXECUTIVE MANAGERS, OR THOSE OF GROUP MEMBER COMPANIES IN THE CONTEXT OF STOCK OPTION PURCHASES; THE CANCELLATION OF SHARES, WHETHER IN WHOL E OR IN PART, FOR THE PURPOSES OF OPTIMIZING THE COMPANY S SHARE CAPITAL AND N ET EARNINGS PER SHARE; THE REGULARIZATION OF THE STOCK MARKET SHARE PRICE OR S HARE LIQUIDITY BY AN INVESTMENT SERVICES PROVIDER UNDER A LIQUIDITY CONTRACT D RAFTED IN ACCORDANCE WITH THE ETHICAL PRACTICES CHARTER ADOPTED BY THE AUTORIT E DES MARCHES FINANCIERS; SHARES MAY BE ACQUIRED AT ANY TIME, ON A SINGLE OCCA SION OR ON A NUMBER OF OCCASIONS, WHETHER IN THE MARKET, BY MUTUAL AGREEMENT, OR BY ANY OTHER MEANS, AND MORE SPECIFICALLY BY WAY OF THE TRANSFER OF BLOCKS OF SHARES, THE PURCHASE OF SHARE OPTIONS OR THE USE OF DERIVATIVE PRODUCTS; FO R THE PURPOSES REFERRED TO ABOVE, THE GENERAL MEETING HEREBY ASSIGNS TO THE MA NAGING PARTNERS, OR ANY ONE OF THE MANAGING PARTNERS, FULL AUTHORITY TO ENTER INTO CONTRACTS, COMPLETE ALL DECLARATIONS AND FORMALITIES AND, MORE GENERALLY, TO CONDUCT ANY AND ALL MEASURES AS SHALL BE NECESSARY FOR THE IMPLEMENTATION OF DECISIONS TAKEN AS A RESULT OF THIS AUTHORIZATION; THIS AUTHORIZATION SUPER SEDES THE RESOLUTION ADOPTED FOR THE SAME PURPOSE BY THE ORDINARY GENERAL MEET ING OF STOCKHOLDERS HELD ON MAY 14, 2004 E.9 APPOINTMENT OF MR.MICHEL ROLLIER AS MANAGING Management PARTNER; THE GENERAL MEETING, HAV ING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOAR D, HAVING TAKEN DUE NOTE OF THE CONSENT OF EACH OF THE GENERAL PARTNERS, RULES THAT: THE COMPAGNIE GENERALE DES ETABLISSEMENTS MICHELIN, OF WHICH EDOUARD MI CHELIN AND RENE ZINGRAFF ARE GENERAL PARTNERS, WILL, FROM THIS DAY FORWARD, BE MANAGED AND ADMINISTERED JOINTLY AND SEVERALLY BY THEMSELVES AND MICHEL ROLLI ER, WHO WILL BE APPOINTED AS GENERAL PARTNER; EDOUARD MICHELIN, MICHEL ROLLIER AND RENE ZINGRAFF WILL CARRY OUT THEIR DUTIES IN THE MANNER PRESCRIBED IN, AN D SUBJECT TO THE CONDITIONS SET OUT IN, THE COMPANY S ARTICLES OF ASSOCIATION; AND RULES CONSEQUENTLY TO CHANGE ARTICLES 1 AND 3 OF THE COMPANY S ARTICLES O F ASSOCIATION, AS FOLLOWS: ARTICLE 1 - THE TEXT OF PARAGRAPHS 2 AND 3 IS CHANG ED TO READ AS FOLLOWS: MONSIEUR EDOUARD MICHELIN, MONSIEUR MICHEL ROLLIER AND MONSIEUR RENE ZINGRAFF, MANAGERS, OF THE SOCIETE AUXILIAIRE DE GESTION -SAGES- , A SIMPLIFIED STOCK COMPANY CAPITALIZED AT FORTY THOUSAND EURO, WHOSE REGISTE RED OFFICE IS AT CLERMONT-FERRAND EDOUARD MICHELIN SHOULD CEASE, FOR ANY CAUSE WHATSOEVER, BEFORE THOSE EXERCISED BY THE OTHER MANAGING PARTNERS, THE COMPAN Y NAME AND SIGNATORY STATUS WILL, AS A DIRECT RESULT OF THIS FACT, REVERT TO T HE NAMES OF THOSE MANAGING PARTNERS WHO REMAIN E.10 SUPPRESSION OF THE STATUTORY NATIONALITY CONDITION Management TO OBTAIN A DOUBLE VOTING R IGHT; THE GENERAL MEETING, HAVING HEARD THE MANAGING PARTNERS REPORT AND THE REPORT OF THE SUPERVISORY BOARD, RESOLVES TO DELETE THE NATIONALITY CONDITION CONTAINED IN THE COMPANY S ARTICLES OF ASSOCIATION WHICH PREVIOUSLY APPLIED TO THE GRANTING OF DOUBLE VOTING RIGHTS TO STOCKHOLDERS AND, CONSEQUENTLY, TO MO DIFY THE TEXT OF ARTICLE 22 OF THE COMPANY S ARTICLES OF ASSOCIATION, AS FOLLO WS: ARTICLE 22 - PARAGRAPH 5 IS REPLACED BY THE FOLLOWING TEXT: HOWEVER, THE H OLDERS OF ALL FULLY PAID-UP SHARES WHICH HAVE BEEN HELD IN THE SAME STOCKHOLDE R S NAME FOR A MINIMUM OF FOUR YEARS WILL BE GRANTED TWO VOTES PER SHARE, WITH OUT LIMITATION; THESE VOTING RIGHTS MAY BE EXERCISED EITHER BY THE STOCKHOLDER S CONCERNED OR BY THEIR DULY APPOINTED PROXIES - ----------------------------------------------------------------------------------------------------------------------------- COMMERZBANK AG, FRANKFURT OGM Meeting Date: 05/20/2005 Issuer: D15642107 ISIN: DE0008032004 BLOCKING SEDOL: 0213499, 0214124, 4213428, 4213439, 4213440, 4213871, 4214045, 4214603, 35048, 5700037, 6223641, 7158418 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 149,646,732.25 AS FOLLOWS: PAYMENT OF DIVIDEND OF EUR 0.25 PER NO-PAR SHARE EX-DIV. AND PAYABLE DATE: 23 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT, Management AS THE AUDITORS FOR THE FY 2005 THE AUDITORS FOR THE YEAR 2005 6. AUTHORIZE THE COMPANY TO ACQUIRE AND SELL OWN Management SHARES, AT PRICE NOT DEVIATING M ORE THAN 10 % FROM THEIR AVERAGE MARKET PRICE; THE TRADING PORTFOLIO OF SHARES ACQUIRED FOR THIS PURPOSE SHALL NOT EXCEED 5% OF THE SHARE CAPITAL AT THE END OF ANY GIVEN DATE; THIS REPLACES THE AUTHORIZATION GIVEN ON 12 MAY 2004 AND S HALL BE VALID UNTIL 31 OCT 2006 7. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL AT PRICES NOT DEVIATING MORE THAN 10% FROM THEIR AVERAGE MARKET PRICE; THE SHA RES MAY BE DISPOSED OF IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHT OF FERING IF THEY ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION PURPOSE OR AS EMPLOYEE SHARES; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO RETIRE THE SHARES; THIS REPLACES THE AUTHORIZA TION GIVEN ON 12 MAY 2004, AND SHALL BE VALID UNTIL 31 OCT 2006 8. AUTHORIZE THE BOARD TO ISSUE BONDS AND /OR PROFIT-SHARING Management CERTIFICATES; THIS A UTHORIZATION COMPLEMENTS THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS MEETING OF 30 MAY 2003, TO ISSUE BONDS AND/OR PROFIT-SHARING CERTIFICATES OF UP TO EUR 2,000,000,000 AND CREATE A CONTINGENT CAPITAL OF UP TO EUR 403,000,000; AUTHO RIZE THE BOARD OF MANAGING DIRECTORS TO ISSUE BONDS AND/OR PROFIT-SHARING CERT IFICATES OF UP TO EUR 1,500,000,000, POSSIBLY CONFERRING CONVERTIBLE OR OPTION RIGHTS, AND IF THE SECURITIES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEI R THEORETICAL MARKET VALUE OR AGAINST PAYMENT IN KIND 9. AMEND SECTION 17 TO THE ARTICLES OF ASSOCIATION Management IN CONNECTION WITH THE NEW GER MAN LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RES OLUTIONS OF THE SHAREHOLDERS * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- HILTON GROUP PLC AGM Meeting Date: 05/20/2005 Issuer: G45098103 ISIN: GB0005002547 SEDOL: 0500254, 5474752 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE REPORTS AND ACCOUNTS FOR Management For 2004 2. DECLARE A FINAL DIVIDEND Management For 3. RE-APPOINT MR. C. BELL AS A DIRECTOR Management For 4. RE-APPOINT MR. S.F. BOLLENBACH AS A DIRECTOR Management For 5. REAPPOINT MR. D.M.C. MICHELS AS A DIRECTOR Management For 6. APPOINT MR. I.R. CARTER AS A DIRECTOR Management For 7. APPOINT MR. C.P. WICKS AS A DIRECTOR Management For 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR AND Management For AUTHORIZE THE DIRECTORS TO AGR EE THE AUDITOR S REMUNERATION 9. APPROVE THE REMUNERATION REPORT Management For 10. AUTHORIZE DONATIONS TO EU POLITICAL ORGANIZATIONS Management For AND EU POLITICAL EXPENDITURE 11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For 12. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For 13. APPROVE TO DISAPPLY SECTION 89(1) OF THE COMPANIES Management For ACT 1985 14. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For - ----------------------------------------------------------------------------------------------------------------------------- HYPO REAL ESTATE HOLDING AG, MUENCHEN OGM Meeting Date: 05/20/2005 Issuer: D3449E108 ISIN: DE0008027707 BLOCKING SEDOL: 7681248, 7696866 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 54,435,322.58 AS FOLLOWS: PAYMENT OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PREFERRED SHAR ES FOR THE 2002 FY; PAYMENT OF DIVIDENDS ARREARS OF EUR 232,857.60 FOR THE PR EFERRED SHARES FOR THE 2003 FY; PAYMENT OF ADVANCE DIVIDENDS OF EUR 232,857.60 FOR THE PREFERRED SHARES FOR THE 2004 FY; PAYMENT OF A DIVIDEND OF EUR 0.35 P ER PREFERRED SHARE PAYMENT OF A DIVIDEND OF EUR 0.35 PER ORDINARY SHARE EUR 6, 811,488.53 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAY ABLE DATE: 23 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES THE Management COMPANY OF UP TO 10% OF THE SH ARE CAPITAL, AT PRICES DEVIATING NEITHER MORE THAN 10% FROM THE MARKET PRICE O F THE SHARES IF THE SHARES ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE T HAN 20%; IF THE SHARES ARE ACQUIRED BY WAY OF A REPURCHASE OFFER, ON OR BEFORE 20 NOV 2006; TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EX-CHA NGE OR A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELO W THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES OR FOR THE FU LFILLMENT OF OPTION AND CONVERTIBLE RIGHTS AND TO RETIRE THE SHARES 6. APPROVE TO CONVERT PREFERENCE SHARES INTO ORDINARY Management SHARES THROUGH THE REVOCATI ON OF THE PREFERENCE RIGHT; THE 3,638,400 NON-VOTING PREFERENCE SHARES OF THE COMPANY, HELD BY THE BAYERISCHE LAND ESSTIFTUNG, SHALL BE CONVERTED INTO THE S AME NUMBER OF VOTING ORDINARY SHARES AGAINST PAYMENT OF A CONVERSION PREMIUM O F EUR 2.50 PER PREFERRED SHARE; THE CONVERSION PREMIUM IS TO BE PAID BY THE BA YERISCHE LAND ESSTIFTUNG; AND AMEND THE ARTICLES OF ASSOCIATION 7. APPROVE THE SEPARATE RESOLUTION OF THE ORDINARY Management SHAREHOLDERS ON THE CONVERSION OF NON-VOTING PREFERRED SHARES INTO VOTING ORDINARY SHARES AS PER ITEM 6 8. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF THE OBJECT OF THE COMPANY BEIN G ADJUSTED TO CORRESPOND TO THE NEW PROVISIONS OF THE GERMAN PFANDBRIEF ACT 9. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW LAW ON CORPORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SHAREHOLD ERS MEETINGS: SECTION 13(2), SECTION 14, SECTION 16(2) 10. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management BERLIN AND FRANKFURT AS THE AU DITORS FOR THE 2005 FY * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting MEETING. A LINK TO THE COUNTER P ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN D AND VOTE YOUR SHARES AT THE COMPANYS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- IRISH LIFE & PERMANENT PLC OGM Meeting Date: 05/20/2005 Issuer: G4945H105 ISIN: IE0004678656 SEDOL: 0467865, 4455253, B014WR1, B01DKP2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting Non-Vote Proposal 1. RECEIVE THE ACCOUNTS AND REPORTS Management For 2. APPROVE TO DECLARE A FINAL DIVIDEND Management For 3.a RE-APPOINT MR. PETER FITZPATRIC Management For 3.b RE-APPOINT MR. EAMONN HEFFERNAN Management For 3.c RE-APPOINT MR. BRAIN MCCONNELL Management For 3.d RE-APPOINT MR. BREFFNI BRYNE Management For 3.e RE-APPOINT MR. DAVID BYRNE Management For 3.f RE-APPOINT MR. DANUTA GRAY Management For 4. GRANT AUTHORITY TO FIX THE AUDITORS REMUNERATION Management For 5. GRANT AUTHORITY TO ALLOT SHARES Management For 6. AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY TO Management For PURCHASE THE COMPANY S SHARES A ND TO FIX THE RE.ISSUE PRICE OF TREASURY SHARES 7. AUTHORIZE THE DIRECTORS TO DISAPPLY STATUTORY Management For PRE.EMPTION RIGHTS - ----------------------------------------------------------------------------------------------------------------------------- SANTOS LTD AGM Meeting Date: 05/20/2005 Issuer: Q82869118 ISIN: AU000000STO6 SEDOL: 5689040, 6776703 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL REPORT FOR THE YE 31 DEC Non-Voting Non-Vote Proposal 2004 AND THE REPORTS OF THE DIR ECTORS AND THE AUDITORS THEREON 2.a ELECT MR. KENNETH A. DEAN AS A DIRECTORS, WHO Management For RETIRES IN ACCORDANCE WITH ARTIC LE 96 OF THE COMPANY S CONSTITUTION 2.b ELECT MR. CHRISTOPHER J. RENCY AS A DIRECTORS, Management For WHO RETIRES IN ACCORDANCE WITH ARTICLE 96 OF THE COMPANY S CONSTITUTION 2.c ELECT MR. PETER C. BARNETT AS A DIRECTORS, WHO Management Against RETIRES BY ROTATION IN ACCORDAN CE WITH ARTICLE 99 OF THE COMPANY S CONSTITUTION 2.d ELECT MR. MICHAEL A. O LEARY AS A DIRECTORS, Management For WHO RETIRES BY ROTATION IN ACCORD ANCE WITH ARTICLE 99 OF THE COMPANY S CONSTITUTION - ----------------------------------------------------------------------------------------------------------------------------- SBM OFFSHORE NV AGM Meeting Date: 05/20/2005 Issuer: N44062128 ISIN: NL0000360584 BLOCKING SEDOL: 4441155, 5848391, B02P068 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2.a APPROVE THE ANNUAL REPORT OF THE MANAGEMENT BOARD Management ON THE FY 2004 2.b APPROVE THE PRELIMINARY ADVICE OF THE SUPERVISORY Management BOARD 2.c ADOPT THE ANNUAL ACCOUNTS 2004 Management 3. APPROVE TO DETERMINE THE PROFIT APPROPRIATION Management INCLUDING DETERMINATION OF DIVI DEND AND AUTHORIZE THE MANAGEMENT BOARD TO DETERMINE THE RATIO WITH REGARD TO THE STOCK DIVIDEND 4.a GRANT DISCHARGE TO THE MANAGEMENT BOARD Management 4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 5. CORPORATE GOVERNANCE Management 6. APPROVE THE REMUNERATION OF THE MANAGEMENT BOARD Management 7. GRANT AUTHORITY TO REDEEM OWN SHARES Management 8.a GRANT AUTHORITY TO ISSUE NEW ORDINARY SHARES Management 8.b GRANT AUTHORITY TO RESTRICT OR WITHDRAW THE PREFERENTIAL Management RIGHT OF SHAREHOLDERS WHEN NEW ORDINARY SHARES ARE ISSUED 9. APPOINT MR. R. VAN GELDER TO THE SUPERVISORY BOARD Management 10. ANY OTHER BUSINESS Other 11. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- SBM OFFSHORE NV AGM Meeting Date: 05/20/2005 Issuer: N7752F106 ISIN: NL0000360592 BLOCKING SEDOL: 4441155, B081SN3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2.a APPROVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2004 2.b APPROVE TO PRE-ADVICE THE SUPERVISORY BOARD Management 2.C APPROVE THE ANNUAL ACCOUNTS 2004 Management 3. APPROVE THE PROFIT APPROPRIATION AND AUTHORIZE Management THE BOARD OF MANAGEMENT TO ESTA BLISH THE RATIO OF THE STOCK DIVIDEND 4.a GRANT DISCHARGE TO THE MANAGING BOARD IN RESPECT Management OF THE DUTIES PERFORMED DURIN G THE PAST FY 4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD IN RESPECT Management OF THE DUTIES PERFORMED DU RING THE PAST FY 5. APPROVE THE CORPORATE GOVERNANCE Management 6. APPROVE THE REMUNERATION OF THE BOARD OF MANAGEMENT Management 7. AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOARD , TO CAUSE THE COMPANY TO ACQUIRE ITS OWN SHARES, UP TO AN MAXIMUM NUMBER AT A PRICE BETWEEN EUR 0.01 AND AN AMOUNT EQUAL TO 110% OF THE MARKET PRICE, WHICH AT THE TIME OF ACQUISITION THE COMPANY IS PERMITTED TO ACQUIRE PURSUANT TO TH E PROVISIONS OF SECTION 98(2) OF BOOK 2 OF THE NETHERLANDS CIVIL CODE 8.a AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOARD FOR A PERIOD OF 18 MONTHS AS THE BODY TO ISSUE SHARES NOT EXCEEDING THE NUMBE R OF UNISSUED SHARES IN THE CAPITAL OF THE COMPANY 8.b AUTHORIZE THE MANAGING BOARD, SUBJECT TO THE Management APPROVAL OF THE SUPERVISORY BOARD AS A SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT ON THE NEW ISSUED SH ARES IN THE COMPANYAUTHORIZE THE MANAGING BOARD, SUBJECT TO THE APPROVAL OF TH E SUPERVISORY BOARD AS A SOLE BODY TO LIMIT OR EXCLUDE THE PRE-EMPTIVE RIGHT O N THE NEW ISSUED SHARES IN THE COMPANY 9. RE-APPOINT MR. R. VAN GELDER AS A MEMBER OF THE Management SUPERVISORY BOARD 10. ANY OTHER BUSINESS Other 11. CLOSURE Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 13 MAY 2005. SHARES CAN BE TRADED THEREAFTER. THANK YOU * PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting AGENDA. IF YOU HAVE ALREAD Y SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE T O AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- SOCIEDAD GENERAL DE AGUAS DE BARCELONA SA, BARCELONA OGM Meeting Date: 05/20/2005 Issuer: E55282318 ISIN: ES0141330C19 SEDOL: 5729065, 5732483 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE TO REVIEW, AS THE CASE MAY BE, THE ANNUAL Management For ACCOUNTS, THE BALANCE SHEET, THE PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS, AND THE MANAGEMENT REP ORT OF THE COMPANY AND ITS CONSOLIDATED GROUP WITH REFERENCE TO THE YEAR 2004, EXAMINED, TOGETHER WITH THE COMPANY AND THE CONSOLIDATED GROUP MANAGEMENT REP ORTS, BY THE FINANCIAL AUDITORS OF THE COMPANY; APPROVE THE PERFORMANCE OF THE BOARD OF DIRECTORS, THE COMPANY CHAIRMANSHIP AND THE COMPANY MANAGERSHIP 2. APPROVE TO REVIEW, AS THE CASE MAY BE, THE PROPOSED Management For APPLICATION OF PROFITS AND DIVIDEND DISTRIBUTION CORRESPONDING TO THE YEAR ENDED 31 DEC 2004 3. RE-ELECT THE DIRECTORS; AND APPROVE TO SET THE Management For NUMBER OF DIRECTORS 4. RE-ELECT THE FINANCIAL AUDITORS FOR BOTH THE Management For INDIVIDUAL AND THE CONSOLIDATED A CCOUNTS 5. APPROVE TO INCREASE THE NUMBER OF PERSONS THAT Management Against SHALL BE GRANTED THE AUTHORITY TO DEVELOP THE RESOLUTION ADOPTED CONCERNING A CAPITAL INCREASE BY ISSUING RED EEMABLE SHARES INTENDED FOR DISTRIBUTION AMONG THE PERSONNEL, IN ORDER TO FULF ILL THE STOCK OPTIONS SCHEME AGREED BY THE GENERAL MEETING ON 25 MAY 2001 6. AUTHORIZE THE BOARD OF DIRECTORS THE AUTHORITY Management For TO CARRY OUT THE ACQUISITION OF OWN SHARES, EITHER DIRECTLY OR VIA SUBSIDIARY COMPANIES, WITHIN THE LIMITS AN D REQUIREMENTS PROVIDED BY LAW, RENDERING VOID THE PREVIOUS AUTHORIZATION 7. APPROVE TO DELEGATE POWERS TO EXECUTE AND, IF Management For NECESSARY, AMEND AND COMPLEMENT THE RESOLUTIONS ADOPTED - ----------------------------------------------------------------------------------------------------------------------------- SOCIEDAD GENERAL DE AGUAS DE BARCELONA SA, BARCELONA OGM Meeting Date: 05/20/2005 Issuer: E55282417 ISIN: ES0141330J12 SEDOL: B054JP4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT REPORT Management For AND BOARD MANAGEMENT FOR BOTH T HE COMPANY AND ITS CONSOLIDATED GROUP FOR THE YEAR 2004 2. APPROVE THE APPLICATION OF EARNINGS AND DIVIDEND Management For PAYMENT OF 2004 3. RE-ELECT THE DIRECTORS Management For 4. RE-ELECT THE AUDITORS Management For 5. APPROVE TO INCREASE THE SHARE CAPITAL Management Against 6. GRANT AUTHORITY TO ACQUIRE OWN SHARES Management For 7. APPROVE THE DELEGATION OF POWERS Management For - ----------------------------------------------------------------------------------------------------------------------------- BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA OGM Meeting Date: 05/21/2005 Issuer: T1240P119 ISIN: IT0001254884 BLOCKING SEDOL: 5528604, 5616167, B014BV8, B020386 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 223999 DUE TO CHANGE IN THE N UMBER OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT YOUR STANDING INSTRUCTIONS HAVE Non-Voting BEEN REMOVED FOR THIS MEETING . THANK YOU * PLEASE NOTE THAT THE MEETING HELD ON 30 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 21 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE AND RECORD DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR O RIGINAL INSTRUCTIONS. THANK YOU. 1. APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004, THE BOARD OF DIRECTORS MAN AGEMENT REPORT AND EXTERNAL AUDITORS REPORTS AND THE RESOLUTIONS RELATED THER ETO 2. GRANT AUTHORITY TO BUY AND SELL OWN SHARES AS Management PER ARTICLE 2357 AND 2357 TER OF THE ITALIAN CIVIL CODE 3.1. APPOINT THE MEMBERS OF BOARD OF DIRECTORS AFTER Management STATING THEIR NUMBER AS PER AR TICLE 19 OF THE CORPORATE BY-LAWS 3.2 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder THE SHAREHOLDERS BANCA MONTE DEI PASCHI DI SIENA SPA AND BANCA POPOLARE DI VICENZA, JOINED IN A SHAREHOLDER S PACT, HOLDING NO. 218,449,472 ORDINARY SHARES, HAVE PRESENTED A LIST OF CAN DIDATES SOLELY FOR THE BOARD OF DIRECTORS COMPRISING 8 MEMBERS: 01. MR. FABRIZ I PIER LUIGI; 02. MR. GRONCHI DIVO; 03. MR. CORSI PIER LUIGI; 04. MR. COLOMBIN I LUCIANO; 05. MR. VIGNI ANTONIO; 06. MR. SORATO SAMUELE; 07. MR. BAGNAI ROSSA NO AND 08. MR. TONATO FRANCO 3.3 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder THE SHAREHOLDERS BANCO BILBAO VIZCAYA ARGENTARIA S.A., ASSICURAZIONI GENERALI SPA DIRECTLY AND THROUGH SUB SIDIARIES AND DORINT HOLDING S.A., JOINED IN A SHAREHOLDER S PACT, HOLDING N O. 854,517,643 ORDINARY SHARES, HAVE PRESENTED A LIST OF CANDIDATES COMPRISING 15 MEMBERS FOR THE BOARD OF DIRECTORS: 01. MR. ABETE LUIGI; 02. MR. ORTEGA PA RRA ANTONIO; 03. MR. GONZALEZ CID MANUEL; 04. MR. PERISSINOTTO GIOVANNI; 05. M R. DELLA VALLE DIEGO; 06. MR. GIOSCIA MARCELLO; 07. MR. MINUCCI ALDO; 08. MR. PEREZ CALOT JUAN; 09. MR. TORANO VALLINA GONZALO; 10. MR. BORRINI AMERIGO; 11. MR. ABBADESSA PIETRO; 12. MR. MACELLARI EMILIO; 13. MR. AGRUSTI RAFFAELE; 14. MR. LORCA SALANER ALEJANDRO AND 15. MR. MONTAGNA CARLO 3.4. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder THE SHAREHOLDERS CALTAGIRONE AND COPPOLA, IN THEIR NAME AND ON BEHALF OF STATUTO, RICUCCI, LONATI, BONSIGNO RE AND GRAZIOLI, JOINED IN A SHAREHOLDER S PACT HOLDING - DIRECTLY AND/OR THRO UGH CONTROLLED COMPANIES - NO. 728,845,507 ORDINARY SHARES, HAVE SUBMITTED A L IST OF CANDIDATES COMPRISING 12 MEMBERS FOR THE BOARD OF DIRECTORS: 01. MR. CA LTAGIRONE FRANCESCO GAETANO; 02. MR. COPPOLA DANILO; 03. MR. STATUTO GIUSEPPE; 04. MR. RICUCCI STEFANO; 05. MR. LONATI TIBERIO; 06. MR. BONSIGNORE FRANCESCO ; 07. MR. MEDUGNO FRANCO; 08. MR. TASCO GIAMPIERO; 09. MR. SINIBALDI MICHELE; 10. MR. STOPPELLI MARCO; 11. MR. CICCAGLIONE ALFONSO; 12. MR. GERA FABIO 4. APPROVE TO STATE THE BOARD OF DIRECTORS AND Management EXECUTIVE COMMITTEE EMOLUMENT AS PER ARTICLE 14 AND 26 OF THE BY-LAWS 5.1. APPOINT INTERNAL AUDITORS AS PER ARTICLE 33 OF Management THE BY-LAWS 5.2. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder THE SHAREHOLDERS BANCO BILBAO VIZCAYA ARGENTARIA S.A., ASSICURAZIONI GENERALI SPA (DIRECTLY AND THROUGH SUB SIDIARIES) AND DORINT HOLDING S.A., JOINED IN A SHAREHOLDER S PACT, HOLDING NO . 854,517,643 ORDINARY SHARES, HAVE PRESENTED A LIST OF CANDIDATES COMPRISING 5 MEMBERS FOR THE BOARD OF STATUTORY AUDITORS:01. MR. DI TANNO TOMMASO; 02. MR . PICCINELLI PIERPAOLO; 03. MR. TERRIN GAETANO; 04. MR. PARDI MARCO AND 05. MR . TRIVI DANIELE CARLO 5.3. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder THE SHAREHOLDERS CALTAGIRONE AND COPPOLA, IN THEIR NAME AND ON BEHALF OF STATUTO, RICUCCI, LONATI, BONSIGNO RE AND GRAZIOLI, JOINED IN A SHAREHOLDER S PACT HOLDING - DIRECTLY AND/OR THRO UGH CONTROLLED COMPANIES - NO. 728,845,507 ORDINARY SHARES, HAVE SUBMITTED A L IST OF CANDIDATES COMPRISING 5 MEMBERS FOR THE BOARD OF STATUTORY AUDITORS:01. MR. BIANCHI CLAUDIO 02. MR. SCHIAVONE CARLO; 03. MR. CASADEI DORINA; 04. MR. FRANSONI GUGLIELMO AND 05. MR. FLAMINI FABIANA 6. APPROVE THE INTERNAL AUDITORS EMOLUMENT AS PER Management ARTICLE 14 OF THE BY-LAWS - ----------------------------------------------------------------------------------------------------------------------------- PCCW LTD AGM Meeting Date: 05/23/2005 Issuer: Y6802P120 ISIN: HK0008011667 SEDOL: 6574071, 6586678, 7538214, B01JC10 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Management For OF THE COMPANY AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF 9.6HK CENTS IN RESPECT Management For OF THE YE 31 DEC 2004 3. RE-ELECT THE DIRECTORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 4. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For THE AUDITORS AND AUTHORIZE THE DI RECTORS TO FIX THEIR REMUNERATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND TO ALLOT, ISSUE OR GRANT SECURITIES CONVERTIBLE INTO SUCH SHARES, OPTIONS, WARRANTS OR SIMILAR RIGHTS TO SUBSCRIB E FOR ANY SHARES IN THE COMPANY OR SUCH CONVERTIBLE SECURITIES AND TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER THE TERMS OF ANY WARRANTS ISSUE D BY THE COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE INTO SHARES OF THE CO MPANY; OR III) THE EXERCISE OF THE SUBSCRIPTION RIGHTS UNDER ANY OPTION SCHEME OR SIMILAR ARRANGEMENT; OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AU THORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY O R THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES OF THE COMPANY DUR ING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTH ER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY HAVE BEEN OR MAY BE LISTE D AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE FOR SUCH PURPOSES, SHARES IN THE COMPANY INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE RIGHT TO RECEIVE SUCH SHARES ISSUED BY TH E COMPANY AND SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REQUIR EMENTS OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS T O BE HELD BY LAW 7. APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For 6, TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 6, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY THAT MAY BE ALLOTTED PURSUANT TO RESOLUTION 5, PROVIDED THAT SUCH AMOU NT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CA PITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION 8. APPROVE, PURSUANT TO CLAUSE 9(C) OF THE SHARE Management Against OPTION SCHEME SCHEME ADOPTED B Y THE COMPANY ON 19 MAY 2004, TO GRANT FOR REFRESHING THE 10% GENERAL LIMIT UN DER THE SCHEME PROVIDED THAT THE TOTAL NUMBER OF SHARES OF HKD 0.25 EACH IN TH E SHARE CAPITAL OF THE COMPANY WHICH MAY BE ISSUED UPON THE EXERCISE OF ALL OP TIONS TO BE GRANTED UNDER THE SCHEME AND ANY OTHER SHARE OPTION SCHEMES OF THE COMPANY UNDER THE LIMIT AS REFRESHED HEREBY SHALL NOT EXCEED 10% OF THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AS AT THE DAT E OF THE PASSING OF THIS RESOLUTION; AND OPTIONS PREVIOUSLY GRANTED UNDER THE SCHEME AND ANY OTHER SHARE OPTION SCHEMES OF THE COMPANY INCLUDING OPTIONS OU TSTANDING, CANCELLED, LAPSED OR EXERCISED IN ACCORDANCE WITH THE TERMS OF THE SCHEME OR ANY OTHER SHARE OPTION SCHEMES OF THE COMPANY SHALL NOT BE COUNTED FOR THE PURPOSE OF CALCULATING THE 10% AS REFRESHED HEREBY 9. APPROVE, WITH EFFECT FROM THE CONCLUSION OF THIS Management Against MEETING, THE RULES OF THE SHA RE OPTION SCHEME OF PACIFIC CENTURY PREMIUM DEVELOPMENTS LIMITED PCPD, A SUBS IDIARY OF THE COMPANY WHICH IS LISTED ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED PCPD SHARE OPTION SCHEME , AND CONDITIONALLY ON THE APP ROVAL OF THE PCPD SHARE OPTION SCHEME BY THE SHAREHOLDERS OF PCPD AND AUTHORIZ E THE DIRECTORS OF THE COMPANY ACTING TOGETHER, INDIVIDUALLY OR BY COMMITTEE T O APPROVE ANY AMENDMENTS TO THE RULES OF THE PCPD SHARE OPTION SCHEME AS MAY B E ACCEPTABLE OR NOT OBJECTED TO BY THE STOCK EXCHANGE OF HONG KONG LIMITED, AN D TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO CARRY INTO EFFECT THE PCPD SHARE OPTION SCHEME SUBJECT TO AND IN ACCORDANCE WITH THE TERMS THEREOF WITH EFFECT FROM THE CONCLUSION OF THIS MEETING S.10 AMEND ARTICLES 15, 91, 101, 125, 127 AND 128 Management For OF THE ARTICLES OF ASSOCIATION OF THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- AGFA-GEVAERT NV, MORTSEL EGM Meeting Date: 05/24/2005 Issuer: B0302M104 ISIN: BE0003755692 BLOCKING SEDOL: 5689051, 5690592, B02PQ15 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOT ED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO P ROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN O RDER FOR ADP TO LODGE YOUR VOTE. 1. APPROVE TO RENEW THE AUTHORIZATION TO ACQUIRE Management OWN SHARES SET FORTH IN THE SECO ND PARAGRAPH OF ARTICLE 14 OF THE BYLAWS AND CONSEQUENTLY TO REPLACE THE DATE OF MAY TWENTY-FIVE TWO THOUSAND AND FOUR IN THE SECOND PARAGRAPH OF ARTICLE 14 OF THE BYLAWS BY APRIL TWENTY-SIX TWO THOUSAND AND FIVE ; FURTHERMORE, THE BOARD OF DIRECTORS IS EMPOWERED IN ACCORDANCE WITH THE CONDITIONS SET BY THE LAW TO ACQUIRE BY PURCHASE OR EXCHANGE OR TO ALIENATE SHARES OF THE COMPANY FO R ITS ACCOUNT TO PREVENT THE COMPANY FROM SUFFERING ANY SERIOUS AND IMMINENT H ARM; THIS POWER IS GRANTED FOR A PERIOD OF THREE YEARS FOLLOWING THE PUBLICATI ON OF THE AMENDMENT TO THE ARTICLES OF ASSOCIATION DECIDED BY THE GENERAL MEET ING OF 25 MAY 2004; IT MAY BE EXTENDED IN ACCORDANCE WITH THE RELEVANT LEGAL P ROVISIONS 2. APPROVE TO REDUCE THE MAXIMUM TERM OF APPOINTMENT Management FOR DIRECTORS FROM 6 YEARS T O 3 YEARS BY MODIFYING THE FIRST PARAGRAPH OF ARTICLE 15 OF THE BYLAWS AS FOLL OWS: THE COMPANY IS GOVERNED BY A BOARD OF DIRECTORS COMPOSED OF AT LEAST SIX MEMBERS, SHAREHOLDERS OR OTHERWISE, APPOINTED FOR A TERM OF THREE YEARS AT TH E MOST, AT LEAST THREE MEMBERS OF THE BOARD OF DIRECTORS ARE INDEPENDENT DIREC TORS 3. APPROVE THAT THE MAXIMUM AGE ACCEPTABLE TO BE Management APPLICABLE FOR APPOINTMENT AS DI RECTOR IS TO BE SET AT 70 YEARS OF AGE BY INSERTION OF THE FOLLOWING PARAGRAPH BETWEEN THE CURRENT FIRST AND SECOND PARAGRAPHS OF ARTICLE 15 OF THE BYLAWS: THE MAXIMUM AGE ACCEPTABLE TO BE APPLICABLE FOR APPOINTMENT AS DIRECTOR OF TH E COMPANY IS 70 YEARS; THIS AGE LIMIT MUST NOT HAVE BEEN REACHED AT THE TIME W HEN THE DECISION REGARDING THE APPOINTMENT IS TO BE MADE 4. APPROVE TO ADD A SIXTH PARAGRAPH TO ARTICLE 15 Management OF THE BYLAWS, AS FOLLOWS: THE BOARD OF DIRECTORS SHALL DRAW UP INTERNAL RULES INCLUDING A DESCRIPTION OF TH E ISSUES THAT ARE IN PARTICULAR SUBJECT TO A DECISION BY THE BOARD OF DIRECTOR S, AS WELL AS OF THE ORGANIZATION AND DECISION-MAKING PROCESS OF THE BOARD OF DIRECTORS 5. APPROVE TO REPLACE THE WORD WITHIN BY AT THE Management MOST AND THE WORDS TELEGRAM, TELEX OR TELEFAX BY TELEFAX OR E-MAIL IN ARTICLE 16, SECOND PARAGRAPH AND TO DELETE THE THIRD SENTENCE; AFTER REPLACEMENT THE TEXT OF THE SECOND PARAGRA PH OF ARTICLE 16 WILL READ AS FOLLOWS: THE BOARD OF DIRECTORS MEETS FOLLOWING A CONVOCATION BY THE CHAIRMAN, OR IN HIS ABSENCE, BY THE DEPUTY CHAIRMAN, WHE NEVER THE INTERESTS OF THE COMPANY SO REQUIRE, AND ALSO AT THE MOST FOURTEEN D AYS FOLLOWING A REQUEST FOR A MEETING BY TWO DIRECTORS; THE CONVOCATION IS DUL Y MADE BY LETTER, AIR MAIL, TELEFAX OR E-MAIL, THE CONVOCATIONS MENTION THE DA Y, TIME, PLACE AND AGENDA 6. APPROVE TO REPLACE THE WORDS TELEGRAM, TELEX Management OR TELEFAX BY TELEFAX OR E-MAI L IN ARTICLE 17, 3; AFTER REPLACEMENT THE TEXT OF THE FIRST SENTENCE OF ARTIC LE 17, 3 WILL READ AS FOLLOWS: EACH DIRECTOR MAY, EITHER IN WRITING, OR BY TE LEFAX OR E-MAIL, GRANT POWER OF ATTORNEY TO ANOTHER MEMBER OF THE BOARD TO REP RESENT HIM AT A SPECIFIC MEETING 7. APPROVE TO ADD A FOURTH PARAGRAPH TO ARTICLE Management 17 OF THE BYLAWS, TO READ AS FOLL OWS: THE BOARD MEMBERS CAN DELIBERATE AND TAKE ALL DECISIONS BY CONFERENCE CA LL OR VIDEO CONFERENCE; IF THIS IS THE CASE, ALL TELECOPIES AND/OR OTHER WRITT EN DOCUMENTS CONFIRMING OR EXPRESSING THE VOTING, WILL BE TAKEN AS A BASIS FOR THE MINUTES, WHICH WILL BE APPROVED AT THE NEXT BOARD MEETING; THE CURRENT P ARAGRAPH 4 OF ARTICLE 17 WILL BE NUMBERED AS PARAGRAPH 5 8. APPROVE TO MODIFY THE SECOND PARAGRAPH OF ARTICLE Management 19 OF THE BYLAWS AS FOLLOWS: THE BOARD OF DIRECTORS CAN, AT ITS DISCRETION AND AT ITS RESPONSIBILITY, SET UP ONE OR MORE ADVISORY COMMITTEES SUCH AS AMONG OTHERS AN APPOINTMENT AND RE MUNERATION COMMITTEE AND AN AUDIT COMMITTEE; THE BOARD OF DIRECTORS WILL DRAW UP INTERNAL RULES THAT INCLUDE A DESCRIPTION OF ISSUES THAT ARE IN PARTICULAR SUBJECT TO ADVICE FROM THE VARIOUS COMMITTEES, AS WELL AS OF THE ORGANIZATION AND DECISION-MAKING PROCESSES OF THESE COMMITTEES 9. APPROVE TO DELETE THE LAST SENTENCE OF THE FIRST Management PARAGRAPH OF ARTICLE 20 OF TH E BYLAWS; AFTER DELETION THE TEXT OF THE FIRST PARAGRAPH OF ARTICLE 20 READS A S FOLLOWS: AT EVERY APPOINTMENT THE GENERAL MEETING MUST EXPLICITLY DECIDE WH ETHER THE MANDATE OF THE DIRECTOR IS TO BE REMUNERATED OR NOT 10. APPROVE TO MODIFY THE LAST PARAGRAPH OF ARTICLE Management 21 OF THE BYLAWS AS FOLLOWS: THE BOARD OF MANAGEMENT CONSISTS OF AT LEAST TWO PERSONS, DIRECTORS OR OTHERWI SE; THE BOARD OF DIRECTORS WILL DRAW UP INTERNAL RULES THAT INCLUDE A DESCRIPT ION OF THE CONDITIONS APPLICABLE TO APPOINTMENT OF THE MEMBERS OF THE BOARD OF MANAGEMENT, THEIR RESIGNATION, THEIR REMUNERATION, THE TERM OF THEIR ASSIGNME NT AND THE DESCRIPTION OF THE ISSUES THAT IN PARTICULAR FALL UNDER THE COMPETE NCE OF THE BOARD OF MANAGEMENT, AS WELL AS THE DECISION-MAKING PROCESS OF THIS BOARD 11. APPROVE TO REPLACE THE FIRST PARAGRAPH OF ARTICLE Management 26 BY THE FOLLOWING TEXT: T HE COMPANY IS VALIDLY REPRESENTED, AT LAW OR OTHERWISE, INCLUDING FOR THOSE DE EDS FOR WHICH THE MEDIATION OF A CIVIL OFFICER IS REQUIRED, EITHER BY TWO DIRE CTORS ACTING JOINTLY, OR IN THE CONTEXT OF ONE OF THE COMPETENCES DELEGATED TO THE BOARD OF MANAGEMENT, BY TWO MEMBERS OF THE BOARD OF MANAGEMENT, OF WHICH AT LEAST ONE IS AN EXECUTIVE DIRECTOR 12. APPROVE TO DELETE THE WORDS AND NO MORE THAN Management SIX WORKING DAYS IN ARTICLE 28, 2 OF THE BYLAWS, UPON DELETION, THE TEXT OF THE FIRST SENTENCE OF ARTICLE 28, 2 WILL READ AS FOLLOWS: TO BE ADMITTED TO THE GENERAL MEETING, EACH HOLDER O F BEARER SHARES MUST DEPOSIT HIS SHARES AT THE REGISTERED OFFICES OF THE COMPA NY OR AT THE INSTITUTIONS WHICH ARE MENTIONED IN THE CONVOCATIONS AT LEAST THR EE WORKING DAYS BEFORE THE DATE OF THE MEETING, AND THIS AGAINST ACKNOWLEDGEME NT OF RECEIPT 13. APPROVE TO ADD THE FOLLOWING PARAGRAPH 5 TO ARTICLE Management 29 OF THE BYLAWS: A SHARE HOLDER REPRESENTING 5% OF THE STOCK CAPITAL, CAN PROPOSE ITEMS FOR THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS; THESE POINTS SHALL BE DEALT WITH AT TH E FIRST GENERAL MEETING OF SHAREHOLDERS SUMMONED BY THE BOARD OF DIRECTORS FOL LOWING RECEIPT OF THIS REQUEST 14. APPROVE THAT THE NOTICES TO THE GENERAL SHAREHOLDERS Management MEETING SHALL BE BY ANNO UNCEMENT OF THE AGENDA WHICH SHALL BE PUBLISHED ONCE IN THE BELGIAN OFFICIAL G AZETTE BELGISCH STAATSBLAD , NO LATER THAN TWENTY FOUR DAYS PRIOR TO THE MEET ING OR, IF APPLICABLE, PRIOR TO THE REGISTRATION DATE MENTIONED IN ARTICLE 28, 5 OF THE ARTICLES OF ASSOCIATION, AND ONCE IN A NATIONAL NEWSPAPER NO LATER T HAN TWENTY FOUR DAYS PRIOR TO THE MEETING OR, IF APPLICABLE, PRIOR TO THE REGI STRATION DATE MENTIONED IN ARTICLE 28, 5 OF THE ARTICLES OF ASSOCIATION; IN TH E EVENT A NEW NOTICE OF A MEETING IS REQUIRED AND THE DATE OF THE SECOND MEETI NG WAS MENTIONED IN THE FIRST NOTICE, THIS SECOND ANNOUNCEMENT MUST TAKE PLACE AT LEAST SEVENTEEN DAYS PRIOR TO THE MEETING, OR, IF APPLICABLE, TO THE REGIS TRATION DATE MENTIONED IN ARTICLE 28, 5 15. APPROVE TO GRANT A POWER OF ATTORNEY TO TWO MEMBERS Management FROM THE BOARD OF DIRECTOR S, WITH THE RIGHT OF SUBSTITUTION FOR THE CO-ORDINATION AND RENUMBERING OF THE BYLAWS, AS WELL AS THE FORMALITIES REQUIRED FOR THE CROSSROADS BANK FOR ENTER PRISES * PLEASE NOTE THAT THE MEETING HELD ON 26 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 24 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE IS 11 MAY 2005. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR OR IGINAL INSTRUCTIONS. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- ALPHA BANK SA AGM Meeting Date: 05/24/2005 Issuer: X1687N119 ISIN: GRS015013006 BLOCKING SEDOL: 4235864, 5437517, B06G6X6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting MEETING. PLEASE BE ADVISED THAT T HE MEETING HELD ON 05 MAY 2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND TH AT THE SECOND CONVOCATION WILL BE HELD ON 24 MAY 2005. PLEASE ALSO NOTE THE NE W CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. 1. APPROVAL OF A STOCK OPTION SCHEME IN FAVOR OF Management EXECUTIVE MEMBERS OF THE BOARD O F DIRECTORS AND MANAGERIAL EXECUTIVES OF THE BANK, INCLUDING AFFILIATED WITH T HE BANK COMPANIES, FOR THE OBTAINMENT OF ALPHA BANK SHARES (PARAGRAPH 9, ARTIC LE 13 OF CODIFIED LAW 2190/1920). - ----------------------------------------------------------------------------------------------------------------------------- BANCO POPULAR ESPANOL SA, MADRID AGM Meeting Date: 05/24/2005 Issuer: E19550156 ISIN: ES0113790234 SEDOL: 5857836, 5900440, 5960295, B0372Z6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Vote Proposal * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 25 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. RECEIVE AND APPROVE THE ANNUAL ACCOUNTS, BALANCE Management For SHEET, PROFIT AND LOSS ACCOUN T AND NOTES TO THE ACCOUNTS, AND OF THE MANAGEMENT REPORT OF THE BANCO POPULAR ESPANOL, S.A. AND ITS CONSOLIDATED GROUP, AS WELL AS OF THE PROPOSED APPLICAT ION OF PROFITS AND THE MANAGEMENT OF THE BOARD OF DIRECTORS; ALL OF THE FOREGO ING WITH REFERENCE TO THE YEAR 2004 2. APPOINT, RATIFY AND RE-ELECT THE DIRECTORS Management For 3. REAPPOINT THE FINANCIAL AUDITORS FOR THE REVISION Management For AND COMPLIANCE AUDIT OF THE FINANCIAL STATEMENTS, BOTH OF THE BANK AND ITS CONSOLIDATED GROUP 4. AMEND ARTICLE 15 AND TEMPORARY PROVISIONS 1 AND Management For 2 OF THE COMPANY BY-LAWS, ABOU T THE COMPANY CHAIRMANSHIP; AMEND THE INFORMATION TO THE MEETING ABOUT THE COR RELATIVE RULES AND REGULATIONS OF THE BOARD OF DIRECTORS 5. APPROVE TO REDUCE THE NOMINAL VALUE OF THE COMPANY Management For SHARES FROM 50 EURO CENTS T O 10 EURO CENTS, WITH NO MODIFICATION OF THE SHARE CAPITAL, AND WITH CONSEQUEN T INCREASE OF THE NUMBER OF SHARES REPRESENTING THE OUTSTANDING SHARE CAPITAL; AMEND THE ARTICLE 5 AND FIRST PARAGRAPH OF THE LAST ARTICLE OF THE COMPANY BY -LAWS 6. AUTHORIZE THE ACQUISITION OF OWN SHARES, WITHIN Management For THE TERMS AND CONDITIONS PROVI DED BY LAW, AND TO PROCEED THEIR AMORTIZATION BY DEBITING THE CONTRIBUTED CAPI TAL, WITH CONSEQUENT CAPITAL DECREASE BY A MAXIMUM AMOUNT EQUIVALENT TO 5% OF THE SHARE CAPITAL 7. AUTHORIZE THE BOARD OF DIRECTORS TO RAISE THE Management For SHARE CAPITAL, THROUGH INCREASE OF THE NOMINAL VALUE OF THE EXISTING SHARES, OR BY ISSUING NEW ORDINARY OR PRE FERRED OR REDEEMABLE SHARES, WITH OR WITHOUT PREMIUM, WITH OR WITHOUT VOTING R IGHTS, WITHIN THE CLASSES AND TYPES PROVIDED BY LAW; CONSEQUENT MODIFICATION O F THE LAST ARTICLE OF THE COMPANY BY-LAWS; ALL OF THE FOREGOING IN CONFORMITY WITH SECTIONS 153.1. B AND 159.2 OF THE SPANISH LIMITED COMPANIES ACT, LEY DE SOCIEDADES ANONIMAS, AND THE PROVISIONS IN SECTION 161.1 THEREIN, AND WITH POW ERS TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHT 8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, WITHIN Management For THE LEGAL TERM OF 5 YEARS, P ROMISSORY NOTES, BONDS AND DEBENTURES, PREFERRED SHARES, MORTGAGE BONDS, MORTG AGE BACKED SECURITIES AND ANY OTHER FIXED INCOME SECURITIES NOT CONVERTIBLE IN TO SHARES, IN EUROS OR OTHER FOREIGN CURRENCIES, AND WITH A FIXED OR A VARIABL E INTEREST 9. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, ACCORDING Management For TO THE PROVISIONS OF ARTI CLE 319 OF THE REGULATIONS OF THE REGISTRAR OF COMPANIES, FIXED INCOME SECURIT IES CONVERTIBLE INTO NEWLY ISSUED SHARES, AND, OR EXCHANGEABLE INTO EXISTING S HARES, SETTING OUT THE RATIO AND CONDITIONS OF THE CONVERSION AND, OR EXCHANGE , WITH EXCLUSION OF THE PREFERENTIAL SUBSCRIPTION RIGHT, AND WITH POWERS TO IN CREASE THE SHARE CAPITAL BY THE NECESSARY AMOUNT; GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO FULLY IMPLEMENT ABOVE RESOLUTION, WITH POWERS TO ABSTAIN, POS TPONE OR PARTIALLY POSTPONE THE EXECUTION THEREOF 10. AUTHORIZE THE BOARD OF DIRECTORS, WITH AUTHORITY Management For TO DEPUTY THE POWERS GRANTED TO IT BY THE MEETING, TO CONSTRUE, AMEND AND FULLY EXECUTE THE RESOLUTIONS ADO PTED BY THE MEETING, AND FOR THEIR PUBLIC RECORDING - ----------------------------------------------------------------------------------------------------------------------------- FRESENIUS MEDICAL CARE AG, BAD HOMBURG OGM Meeting Date: 05/24/2005 Issuer: D2734Z131 ISIN: DE0005785836 SEDOL: 5160073, 7159110 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK YOU. 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Non-Voting FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Non-Voting PROFIT OF EUR 679,621,696.02 AS : PAYMENT OF A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND EUR1.18 PER PREFERR ED SHARE EUR 570,192,314.54 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE O N 25 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Non-Voting 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Non-Voting 5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Non-Voting FRANKFURT AS THE AUDITORS FOR THE 2005 FY 6. ELECT MR. JOHN GERHARD KRINGEL AS AN OFFICER Non-Voting FOR THE SUPERVISORY BOARD 7. APPROVE AND AMEND THE ARTICLES OF ASSOCIATION Non-Voting IN RESPECT OF AN INCREASE OF THE REMUNERATION FOR SUPERVISORY BOARD MEMBERS AS: PURSUANT TO SECTION 13(2), EAC H MEMBER OF THE SUPERVISORY BOARD RECEIVE A FIXED ANNUAL REMUNERATION OF USD 8 0,000 FROM THE 2005 FY, PURSUANT TO SECTION 13(4), THE CHAIRMAN SHALL RECEIVE TWICE, THE DEPUTY CHAIRMAN ONE AND A HALF TIMES OF THE AMOUNT FROM THE 2005 FY ON, MEMBERS OF A COMMITTEE TO RECEIVE AN ADDITIONAL ANNUAL REMUNERATION OF US D 30,000, AND THE CHAIRMAN OF SUCH A COMMITTEE TO RECEIVE USD 50,000 8. APPROVE TO REVOKE THE EXISTING AUTHORIZED CAPITAL Non-Voting I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE TH E SHARE CAPITAL OF THE COMPANY BY UP TO EUR 30,720,000 BY ISSUING NEW BEARER P REFERRED SHARES AGAINST PAYMENT IN CASH ON OR BEFORE 23 MAY 2010 AND GRANT SUB SCRIPTION RIGHTS TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. - ----------------------------------------------------------------------------------------------------------------------------- FRESENIUS MEDICAL CARE AG, BAD HOMBURG OGM Meeting Date: 05/24/2005 Issuer: D2734Z107 ISIN: DE0005785802 BLOCKING SEDOL: 5129074, 7158537 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROUP AN NUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 679,621,696.02 AS : PAYMENT OF A DIVIDEND OF EUR 1.12 PER ORDINARY SHARE AND EUR 1.18 PER PREFER RED SHARE EUR 570,192,314.54 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE ON 25 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AG, Management FRANKFURT, AS THE AUDITORS FOR THE 2005 FY 6. ELECT MR. JOHN GERHARD KRINGEL AS AN OFFICER Management FOR THE SUPERVISORY BOARD 7. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management OF AN INCREASE OF THE REMUNERATIO N FOR SUPERVISORY BOARD MEMBERS AS: PURSUANT TO SECTION 13(2), EACH MEMBER OF THE SUPERVISORY BOARD RECEIVE A FIXED ANNUAL REMUNERATION OF USD 80,000 FROM T HE 2005 FY, PURSUANT TO SECTION 13(4), THE CHAIRMAN SHALL RECEIVE TWICE, THE D EPUTY CHAIRMAN ONE AND A HALF TIMES OF THE AMOUNT FROM THE 2005 FY ON, MEMBERS OF A COMMITTEE TO RECEIVE AN ADDITIONAL ANNUAL REMUNERATION OF USD 30,000, AN D THE CHAIRMAN OF SUCH A COMMITTEE TO RECEIVE USD 50,000 8. APPROVE TO REVOKE THE EXISTING AUTHORIZED CAPITAL Management I AND AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE TH E SHARE CAPITAL OF THE COMPANY BY UP TO EUR 30,720,000 BY ISSUING NEW BEARER P REFERRED SHARES AGAINST PAYMENT IN CASH ON OR BEFORE 23 MAY 2010 AND GRANT SUB SCRIPTION RIGHTS TO THE SHAREHOLDERS EXCEPT FOR RESIDUAL AMOUNTS * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. - ----------------------------------------------------------------------------------------------------------------------------- FYFFES PLC (FORMERLY FII-FYFFES PLC) AGM Meeting Date: 05/24/2005 Issuer: G34244106 ISIN: IE0003295239 SEDOL: 0329523, 4329659, B01ZKM5, B05M969 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE STATEMENTS OF ACCOUNTS FOR Management For THE YE 31 DEC 2004 AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE TO CONFIRM THE INTERIM DIVIDEND OF EUR Management For 1.53 CENT PER SHARE AND DECLARE A FINAL DIVIDEND OF EUR 5.20 CENT PER SHARE ON THE ORDINARY SHARES FOR THE YE 31 DEC 2004 3.a RE-ELECT MR. C.P. MCCANN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE 3.b RE-ELECT MR. R.B. HYNES AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ARTI CLES OF ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE 3.c RE-ELECT MR. J.D. MCCOURT AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE 3.d RE-ELECT MR. D.J. BERGIN AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE 3.e RE-ELECT MR. G.B. SCANLAN AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION AND THE COMBINED CODE ON THE CORPORATE GOVERNANCE 4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS FOR THE YE 31 DEC 2005 5. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For SECTION 20 OF THE COMPA NIES ACT 1983 UP TO AN AGGREGATE NOMINAL AMOUNT OF EUR 6,969,279 116,154,648 SHARES ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR 18 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.6.a AUTHORIZE THE DIRECTORS, PURSUANT TO ARTICLE Management For 6(D) OF THE ARTICLES OF ASSOCIATI ON AND SECTION 24 OF THE COMPANIES ACT, 1983, TO ALLOT EQUITY SECURITIES SECT ION 23 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY TO ALLOT RELEVANT SECURI TIES CONFERRED ON THE DIRECTORS BY RESOLUTION 5, DISAPPLYING THE STATUTORY PRE -EMPTION RIGHTS SECTION 23(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE MA TTERS PROVIDED FOR IN THE ARTICLE 6(D)(I) AND (II) OF THE ARTICLES OF ASSOCIAT ION AND PROVIDED FURTHER THAT THE AGGREGATE NOMINAL VALUE OF ANY SHARES WHICH MAY BE ALLOTTED PURSUANT TO ARTICLE 6(D)(II) MAY NOT EXCEED EUR 1,045,392 17, 423,197 SHARES REPRESENTING 5% OF THE NOMINAL VALUE OF THE ISSUED SHARES CAPI TAL s.6.b AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY OF Management For THE COMPANY SECTION 155 OF THE COMPANIES ACT, 1963 TO MAKE MARKET PURCHASES SECTION 212 OF THE COMPANIES A CT, 1990 OF SHARES OF ANY CLASS OF THE COMPANY SHARES ON SUCH TERMS AND CON DITIONS AND IN SUCH MATTERS AS THE DIRECTORS MAY DETERMINE FROM TIME TO TIME B UT SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT, 1990 OF UP TO 34,846,394 OR DINARY SHARES REPRESENTING 10% OF THE ISSUED SHARE CAPITAL , AT A MINIMUM PRI CE EQUAL TO THE NOMINAL VALUE THEREOF AND THE MAXIMUM PRICE EQUAL TO 105% OF T HE AVERAGE OF THE FIVE AMOUNTS RESULTING FOR SUCH SHARES DERIVED FROM THE IRIS H STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS, PROVI DED THE AVERAGE PRICE SHALL BE: A) THE AVERAGE OF THE PRICES AT WHICH SUCH DEA LINGS TOOK PLACE IF THERE SHALL BE MORE THAN ONE DEALING REPORTED FOR THE DAY; OR B) THE PRICE AT WHICH SUCH DEALING TOOK PLACE IF THERE SHALL BE ONLY ONE D EALING REPORTED FOR THE DAY; OR C) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW MARKET GUIDE PRICE FOR THAT DAY O R IF THERE SHALL BE ONLY A HIGH BUT NOT A LOW OR A LOW BUT NOT A HIGH MARK ET GUIDE PRICE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT A GM OF THE COMPANY OR 18 MONTHS AFTER PASSING OF THIS RESOLUTION ; AND THE COMP ANY MAY ENTER IN TO A CONTRACT FOR THE PURCHASE OF SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY s.6.c AUTHORIZE THE COMPANY, PURSUANT TO THE AUTHORITY Management For CONFERRED BY RESOLUTION 6(B), FOR THE PURPOSE OF SECTION 209 OF THE COMPANIES ACT 1990 TO REISSUE PRICE RAN GE AT WHICH ANY TREASURY SHARES SECTION 209 FOR THE TIME BEING HELD BY THE C OMPANY BE RE-ISSUED OFF-MARKET BE AS FOLLOWS: A) THE MAXIMUM PRICE AT WHICH AN Y SUCH SHARE BE RE-ISSUED OFF-MARKET BE AN AMOUNT EQUAL TO 120% OF THE APPROPR IATE PRICE; AND B) THE MINIMUM PRICE AT WHICH A SUCH SHARE BE RE-ISSUED OFF-MA RKET BE AN AMOUNT EQUAL TO 95% OF THE APPROPRIATE PRICE FOR SUCH SHARES DERIVE D FROM THE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSIN ESS DAYS, PROVIDED THAT THE APPROPRIATE AVERAGE SHALL BE: A) IF THERE SHALL BE MORE THAN ONE DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE PRICES AT WHIC H SUCH DEALINGS TOOK PLACE; OR B) IF THERE SHALL BE ONLY ONE DEALING REPORTED FOR THE DAY, THE PRICE AT WHICH SUCH DEALING TOOK PLACE; C) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE HIGH AND LOW MARKET G UIDE PRICE FOR THAT DAY; D) IF THERE SHALL BE ONLY A HIGH BUT NOT A LOW OR O NLY A LOW BUT NOT A HIGH MARKET GUIDE PRICE REPORTED; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 18 MONTHS AFTER P ASSING OF THIS RESOLUTION ; AND THE COMPANY MAY ENTER IN TO A CONTRACT FOR THE PURCHASE OF SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 7. AUTHORIZE THE EXTENSION OF THE FYFFES PLC REVENUE Management For APPROVED PROFIT SHARING SCHE ME FOR A FURTHER PERIOD OF 10 YEARS SO THAT IT SHALL NOW NOT TERMINATE UNTIL A FTER THE APPROPRIATION OF SHARES IN RESPECT OF THE FYE IN 2014 - ----------------------------------------------------------------------------------------------------------------------------- JAPAN RETAIL FUND INVESTMENT CORP, TOKYO AGM Meeting Date: 05/24/2005 Issuer: J27544105 ISIN: JP3039710003 SEDOL: 6513342 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 AMEND ARTICLES TO: LIMIT LEGAL LIABILITY OF EXECUTIVE Management For DIRECTORS AND SUPERVISORY DIRECTORS - AMEND INVESTMENT OBJECTIVES CLAUSE 2.1 ELECT EXECUTIVE DIRECTOR Management For 2.2 ELECT SUPERVISORY DIRECTOR Management For 2.3 ELECT SUPERVISORY DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- KARSTADT QUELLE AG, ESSEN AGM Meeting Date: 05/24/2005 Issuer: D38435109 ISIN: DE0006275001 BLOCKING SEDOL: 4484105, 5786565 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4. APPOINT BDO DEUTSCHE WARENTREUHAND AG, DUSSELDORF Management AS THE AUDITOR FOR THE FY 20 05 5. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SH AREHOLDERS MEETINGS AS FOLLOWS: SECTION 15(3) REGARDING THE SHAREHOLDERS MEE TING BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDE RS ARE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING; SECTION 16 RE GARDING SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS MEETING AND TO PROV IDE A PROOF IN GERMAN OR ENGLISH OR THEIR ENTITLEMENT TO ATTEND THE SHAREHOL DERS MEETING AND TO EXERCISE THEIR VOTING RIGHTS * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. - ----------------------------------------------------------------------------------------------------------------------------- KERRY GROUP PLC AGM Meeting Date: 05/24/2005 Issuer: G52416107 ISIN: IE0004906560 SEDOL: 0490656, 4519579, B014WT3, B01ZKX6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE ACCOUNTS FOR THE YE Management For 31 DEC 2004 AND THE DIRECTORS AN D AUDITORS REPORTS THEREON 2. DECLARE A FINAL DIVIDEND AS RECOMMENDED BY THE Management For DIRECTORS 3.a1 RE-ELECT MR. DERTIS BUCKLEY, WHO RETIRES IN ACCORDANCE Management For IN ACCORDANCE WITH THE PROVISIONS OF THE COMBINED CODE ON CORPORATE GOVERNANCE 3.a2 RE-ELECT MR. EUGENE MCSWEENEY, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH TH E PROVISIONS OF THE COMBINED CODE ON CORPORATE GOVERNANCE 3.b1 RE-ELECT MR. PATRICK A BARRETT, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH A RTICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.b2 RE-ELECT MR. JAMES V BROSNAN, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH ART ICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.b3 RE-ELECT MR. WALTER COSTELLOE, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH AR TICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.b4 RE-ELECT MR. PATRICK MINOGUE, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH ART ICLE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.b5 RE-ELECT MR. STAN MCCARTHY, WHO RETIRES IN ACCORDANCE Management For IN ACCORDANCE WITH ARTIC LE 97 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.c RE-ELECT MR. DERRIS CARROLL, WHO RETIRES IN ACCORDANCE Management For IN ACCORDANCE WITH ARTI CLE 102 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 3.d RE-ELECT MR. DONAL O DONOGHUE, WHO RETIRES IN Management For ACCORDANCE IN ACCORDANCE WITH A RTICLE 100 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 4. APPROVE THE DIRECTORS BE PAID AS FEES IN RESPECT Management For OF EACH YEAR COMMENCING WITH THE YE 31 DEC 2005, SUCH SUM NOT EXCEEDING EUR 1,000,000 IN AGGREGATE IN ANY Y EAR, AS THE DIRECTORS SHAFT DETERMINE, WHICH SUM SHALL BE DIVIDED AMONGST THEM IN SUCH PROPORTION AS THEY SHELL DETERMINE 5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS S.6 APPROVE THAT AUTHORIZED SHARE CAPITAL OF THE Management For COMPANY BE INCREASED TO EUR 35,00 0,000 DIVIDED INTO 280,000,000 A ORDINARY SHARES OF EUR 0.125 EACH AND AMEND A RTICLE 3 OF THE ARTICLES OF ASSOCIATION S.7 AMEND ARTICLE 114 OF THE ARTICLES OF ASSOCIATION Management For BY DELETING IT AND REPLACING IT WITH A NEW ONE 8. AUTHORIZE THE DIRECTORS TO EXERCISE ALL THE POWERS Management For OF THE COMPANY TO ALLOT REL EVANT SECURITIES WITHIN THE MEANING OF SECTION 20 OF THE COMPANIES AMENDMENT ACT 1983; THE MAXIMUM AMOUNT OF THE RELEVANT SECURITIES WHICH MAY BE ALLOTTED UNDER THE AUTHORITY HEREBY CONFERRED SHALL BE THE AUTHORIZED BUT UNISSUED A O RDINARY SHARES IN THE CAPITAL OF THE COMPANY; THE AUTHORITY HEREBY CONFERRED S HALL EXPIRE ON 24 AUG 2006 UNLESS AND TO THE EXTENT THAT SUCH AUTHORITY IS REN EWED, REVOKED OR EXTENDED PRIOR TO SUCH DATE; THE COMPANY MAY BEFORE SUCH EXPI RY MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT RELEVANT SECURIT IES IN PURSUANCE OF SUCH OFFER OR AGREEMENT, NOTWITHSTANDING THAT THE AUTHORIT Y HEREBY CONFERRED HAS EXPIRED S.9 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTIONS Management For 23 AND 24(1) OF THE COMPANIES A MENDMENT ACT, 1983 TO ALLOT EQUITY SECURITIES WITHIN THE MEANING OF THE SAID SECTION 23 FOR CASH AS IF SECTION 23(1) OF THE SAID ACT DID NOT APPLY TO ANY S UCH ALLOTMENT PROVIDED THAT THIS POWER SHALL EXPIRE ON 24 AUG 2006 UNLESS AND TO THE EXTENT THAT SUCH AUTHORITY IS RENEWED, REVOKED OR EXTENDED PRIOR TO SUC H DATE, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY MAKE AN OFFER OR AGREEMEN T WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH EXP IRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT AS IF THE POWER CONFERRED BY THIS PARAGRAPH HAD NOT EXPIRED AND PROVIDED THAT THE MAXIMUM AMOUNT OF EQUITY SECURITIES WITHIN THE MEANING OF THE SAID SECTION 23 WHICH MAY BE ALLOTTED UNDER THIS AUTHORITY SHALL NOT EXCE ED IN AGGREGATE THE EQUIVALENT OF 5% OF THE ISSUED A ORDINARY SHARE CAPITAL OF THE COMPANY AT THE DATE HEREOF S.10 AMEND ARTICLE 2(A) OF THE ARTICLES OF ASSOCIATION Management For BY DELETING IT AND REPLACING IT WITH A NEW ONE S.11 AMEND ARTICLE 7 OF THE ARTICLES OF ASSOCIATION Management For BY DELETING IT AND REPLACING IT WITH A NEW ONE S.12 AMEND ARTICLE 13A OF THE ARTICLES OF ASSOCIATION Management For BY DELETING IT AND REPLACING IT WITH A NEW ONE - ----------------------------------------------------------------------------------------------------------------------------- MITSUKOSHI LTD, TOKYO AGM Meeting Date: 05/24/2005 Issuer: J4541P102 ISIN: JP3894810005 SEDOL: 6675800, B01BXN5, B02JDK5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 0, FINAL JY 3, SPECIAL JY 0 2 AMEND ARTICLES TO: CLARIFY DIRECTOR AUTHORITIES Management For 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 3.4 ELECT DIRECTOR Management For 4 APPROVE DEEP DISCOUNT STOCK OPTION PLAN Management Against - ----------------------------------------------------------------------------------------------------------------------------- PROVIDENT FINANCIAL PLC AGM Meeting Date: 05/24/2005 Issuer: G72783155 ISIN: GB0002685963 SEDOL: 0268596, 5456426, B02T0T3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE STATUTORY Management For REPORTS 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For 3. DECLARE A FINAL DIVIDEND OF 20.75 PENCE PER ORDINARY Management For SHARE 4. RE-ELECT MR. ROBIN ASHTON AS A DIRECTOR Management For 5. RE-ELECT MR. JOHN HARNETT AS A DIRECTOR Management For 6. RE-ELECT MR. JOHN VAN KUFFELER AS A DIRECTOR Management For 7. RE-ELECT MR. CHARLES GREGSON AS A DIRECTOR Management For 8. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY 9. AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF Management For THE AUDITORS S.10 GRANT AUTHORITY FOR MARKET PURCHASE OF 25,517,000 Management For ORDINARY SHARES S.11 AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For SECURITIES WITHOUT PR E-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 1,322,269 12. APPROVE THE EU POLITICAL DONATIONS AND INCUR Management For EU POLITICAL EXPENDITURE UP TO GB P 50,000 S.13 AMEND THE ARTICLES OF ASSOCIATION REGARDING THE Management For RE-ELECTION OF THE DIRECTORS, DIRECTORS EXPENSES AND IDENTIFICATION - ----------------------------------------------------------------------------------------------------------------------------- TAKASHIMAYA CO LTD AGM Meeting Date: 05/24/2005 Issuer: J81195125 ISIN: JP3456000003 SEDOL: 5735857, 6870401, B05PNH7 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For JY 3.75 2. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For OFFICERS 3.1 ELECT A DIRECTOR Management For 3.2 ELECT A DIRECTOR Management For 3.3 ELECT A DIRECTOR Management For 3.4 ELECT A DIRECTOR Management For 3.5 ELECT A DIRECTOR Management For 3.6 ELECT A DIRECTOR Management For 3.7 ELECT A DIRECTOR Management For 3.8 ELECT A DIRECTOR Management For 3.9 ELECT A DIRECTOR Management For 3.10 ELECT A DIRECTOR Management For 3.11 ELECT A DIRECTOR Management For 3.12 ELECT A DIRECTOR Management For 3.13 ELECT A DIRECTOR Management For 3.14 ELECT A DIRECTOR Management For 3.15 ELECT A DIRECTOR Management For 3.16 ELECT A DIRECTOR Management For 3.17 ELECT A DIRECTOR Management For 3.18 ELECT A DIRECTOR Management For 3.19 ELECT A DIRECTOR Management For 3.20 ELECT A DIRECTOR Management For 3.21 ELECT A DIRECTOR Management For 4.1 APPOINT A CORPORATE AUDITOR Management For 4.2 APPOINT A CORPORATE AUDITOR Management For 5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management Against DIRECTORS - ----------------------------------------------------------------------------------------------------------------------------- TELECOM ITALIA MEDIA SPA, TORINO EGM Meeting Date: 05/24/2005 Issuer: T92765121 ISIN: IT0001389920 BLOCKING SEDOL: 5843642, 5846704, 7184833, B01DRM8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting YOU. O.1 GRANT AUTHORITY TO PURCHASE OWN SHARES AS PER Management ARTICLE 2357 AND CONSEQUENTIAL O F THE ITALIAN CIVIL CODE, NONETHELESS OF ARTICLE 132 OF LEGISLATIVE DECREE NUM BER 58/1998 O.2 ANY ADJOURNMENT Management E.1 APPROVE TO DECREASE STOCK CAPITAL AS PER ARTICLE Management 2445 C.C FOR A MAXIMUM AMOUNT OF EUR 11,110,789.35 THROUGH DISSOLUTION OF OWN SHARES E.2 ANY ADJOURNMENT Management * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF RECORD DATE AND DETAILED AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR OXY FORM UNLESS YOU. - ----------------------------------------------------------------------------------------------------------------------------- AEGIS GROUP PLC AGM Meeting Date: 05/25/2005 Issuer: G0105D108 ISIN: GB0009657569 SEDOL: 0965756, B014X89, B02S584 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 31 Management For DEC 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. DECLARE A FINAL DIVIDEND OF 0.875P PER ORDINARY Management For SHARE 3. RE-ELECT LORD SHARMAN AS A DIRECTOR, WHO RETIRES Management For BY ROTATION 4. RE-ELECT MR. JEREMY HICKS AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 5. RE-ELECT MR. ADRIAN CHEDORE AS A DIRECTOR, WHO Management For RETIRES BY ROTATION 6. APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY 7. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 8. APPROVE THE REMUNERATION REPORT CONTAINED IN Management Abstain THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004 9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIE S SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,662,339; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE COMPANY MA Y ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9 AND PURSUANT T O SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 9, DISAPPLYING TH E STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LI MITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH A RIGHTS ISS UE, OPEN OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 2,797,608; AUTHORITY EXPIRES AT THE CONCLU SION OF THE NEXT AGM OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS TO ALLOT EQU ITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFE R OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES A CT 1985 OF UP TO 55,987,018 ORDINARY SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY, AT A MAXIMUM PRICE EQUAL TO 5% ABOVE THE AVERAGE MARKET VALUE FOR SUC H SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 24 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED W HOLLY OR PARTLY AFTER SUCH EXPIRY S.12 APPROVE AND ADOPT THE REGULATIONS SET OUT IN Management For THE PRINTED DOCUMENT PRODUCED TO THE MEETING AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR , AND TO THE EXCLUSION OF, ALL EXISTING ARTICLES OF ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BOERSE AG, FRANKFURT AM MAIN AGM Meeting Date: 05/25/2005 Issuer: D1882G119 ISIN: DE0005810055 SEDOL: 7021963, B01DFR9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE BE ADVISED THAT DEUTSCHE BOERSE AG, FRANKFURT Non-Voting SHARES ARE ISSUED IN RE GISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YO U TO VOTE. THANK YOU. 1. PRESENTATION OF THE APPROVED ANNUAL AND CONSOLIDATED Management ANNUAL FINANCIAL STATEMEN TS, THE MANAGEMENT REPORT OF DEUTSCHE BOERSE AG AND THE GROUP MANAGEMENT REPOR T AS OF DECEMBER 31, 2004, AS WELL AS THE REPORT OF THE SUPERVISORY BOARD AND THE PROPOSAL FOR THE APPROPRIATION OF DISTRIBUTABLE PROFITS 2. THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD Management PROPOSE THAT THE DISTRIBUTABLE P ROFIT DISCLOSED IN THE APPROVED ANNUAL FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 TOTALING EUR 226,825,000.00 BE USED TO PAY A DIVIDEND OF EUR 0.70 FOR EA CH SHARE CARRYING DIVIDEND RIGHTS, I.E. EUR 78,262,016.00 IN TOTAL, AND THAT T HE REMAINING AMOUNT OF EUR 148,562,984.00 BE ALLOCATED TO OTHER RETAINED EARNI NGS; THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS MAY INCREASE OR DECREASE BE FORE THE ANNUAL GENERAL MEETING AS A RESULT OF THE ACQUISITION OF OWN SHARES ( WITH OR WITHOUT A SUBSEQUENT CANCELLATION OF THE ACQUIRED SHARES) OR DISPOSAL OF OWN SHARES, WHICH, IN ACCORDANCE WITH SECTION 71B OF THE GERMAN STOCK CORPO RATION ACT (AKTIENGESETZ - AKTG), DO NOT CARRY DIVIDEND RIGHTS; IN SUCH CASES, THE PROPOSAL MADE TO THE ANNUAL GENERAL MEETING WITH REGARD TO THE APPROPRIAT ION OF DISTRIBUTABLE PROFITS, WHICH SHALL BE BASED ON AN UNCHANGED DISTRIBUTIO N OF EUR 0.70 FOR EACH SHARE CARRYING DIVIDEND RIGHTS, SHALL BE ADJUSTED AS AP PROPRIATE 3. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE THAT THE ACTS OF THE EXE CUTIVE BOARD IN FISCAL YEAR 2004 BE APPROVED 4. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE THAT THE ACTS OF THE SUP ERVISORY BOARD IN FISCAL YEAR 2004 BE APPROVED 5. THE EXISTING AUTHORIZED CAPITAL I IN ACCORDANCE Management WITH SECTION 4 SUB-SECTION 3 O F THE ARTICLES OF ASSOCIATION EXPIRES ON DECEMBER 31, 2005 AND SHALL THEREFORE BE RENEWED; THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD THEREFORE PROPOSE T O RESOLVE THE FOLLOWING: A) THE CANCELLATION OF SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION CANCELS THE EXISTING AUTHORIZATION OF THE EXECUTIVE B OARD UNDER SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION TO INCREASE, WITH THE CONSENT OF THE SUPERVISORY BOARD, THE SHARE CAPITAL OF THE COMPANY B Y UP TO A TOTAL OF EUR 41,104,000.00 ONCE OR MORE THAN ONCE BEFORE DECEMBER 31 , 2005; B) THE EXECUTIVE BOARD IS AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010, WITH THE CONSENT OF THE SUPERVISORY BOARD, ONCE OR MOR E THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000.00 THROUGH THE ISSUE OF NEW REG ISTERED NO-PAR VALUE SHARES AGAINST CASH CONTRIBUTION AND/OR CONTRIBUTION IN K IND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIG HTS UNLESS THE EXECUTIVE BOARD MAKES USE OF THE AUTHORIZATION GRANTED TO IT AN D EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS WITH THE APPROVAL OF THE SUPERVISOR Y BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD IF THE CAPITAL IS INCREASED AGAINST CONT RIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO EXCLUDE FRACTIONAL AMOUNTS FROM SHAREHOLDERS SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVI SORY BOARD; THE CONTENT OF THE RIGHTS ATTACHED TO THE SHARES AND THE TERMS AND CONDITIONS RELATING TO THEIR ISSUE, INCLUDING THE ISSUE PRICE, WILL BE DETERM INED BY THE EXECUTIVE BOARD WITH THE CONSENT OF THE SUPERVISORY BOARD; C) UPON REGISTRATION OF THE CANCELLATION OF THE CURRENT SECTION 4 SUB-SECTION 3 OF TH E ARTICLES OF ASSOCIATION PURSUANT TO THE RESOLUTION UNDER A) OF THIS AGENDA I TEM IN THE COMMERCIAL REGISTER, SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASS OCIATION WILL BE RESTATED AS FOLLOWS: (3) THE EXECUTIVE BOARD IS AUTHORIZED T O INCREASE THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010, WITH THE CONSENT OF TH E SUPERVISORY BOARD, ONCE OR MORE THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000 .00 THROUGH THE ISSUE OF NEW REGISTERED NO-PAR VALUE SHARES AGAINST CASH CONTR IBUTION AND/OR CONTRIBUTION IN KIND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS S HALL BE GRANTED SUBSCRIPTION RIGHTS UNLESS THE EXECUTIVE BOARD MAKES USE OF TH E AUTHORIZATION GRANTED TO IT AND EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS WIT H THE APPROVAL OF THE SUPERVISORY BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD IF THE C APITAL IS INCREASED AGAINST CONTRIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE BOARD IS ALSO A UTHORIZED TO EXCLUDE FRACTIONAL AMOUNTS FROM SHAREHOLDERS PAGE 5 SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD; THE CONTENT OF THE RIGHTS A TTACHED TO THE SHARES AND THE TERMS AND CONDITIONS RELATING TO THEIR ISSUE, IN CLUDING THE ISSUE PRICE, WILL BE DETERMINED BY THE EXECUTIVE BOARD WITH THE CO NSENT OF THE SUPERVISORY BOARD D) THE SUPERVISORY BOARD IS AUTHORIZED TO AMEN D SECTION 4 SUB-SECTIONS 1 AND 3 OF THE ARTICLES OF ASSOCIATION TO REFLECT THE RESPECTIVE EXPLOITATION OF AUTHORIZED CAPITAL I OR AFTER THE AUTHORIZATION PE RIOD HAS EXPIRED; E) THE EXECUTIVE BOARD IS INSTRUCTED TO APPLY FOR REGISTRATI ON OF THE RESOLUTION UNDER A) ABOVE, WHICH RELATES TO THE CANCELLATION OF THE EXISTING AUTHORIZED CAPITAL I AS CONTAINED IN SECTION 4 SUB-SECTION 3 OF THE A RTICLES OF ASSOCIATION, IN THE COMMERCIAL REGISTER ONLY WHEN IT CAN BE CERTAIN THAT THE RESOLUTION ON THE CREATION OF THE NEW AUTHORIZED CAPITAL I TOTALING EUR 35,513,000.00, TOGETHER WITH THE CORRESPONDING AMENDMENT TO THE ARTICLES O F ASSOCIATION IN ACCORDANCE WITH C) ABOVE, WILL BE ENTERED INTO THE COMMERCIAL REGISTER IMMEDIATELY AFTER THE ENTRY OF THE CANCELLATION OF THE EXISTING SECT ION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION 6. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE TO RESOLVE THE FOLLOWING : THE EXECUTIVE BOARD IS AUTHORIZED TO ACQUIRE OWN SHARES UP TO A MAXIMUM OF 1 0% OF THE SHARE CAPITAL BEFORE OCTOBER 31, 2006; THE COMBINED TOTAL OF THE SHA RES ACQUIRED AS A RESULT OF THIS AUTHORIZATION, AND OWN SHARES ACQUIRED FOR AN Y OTHER REASONS AND EITHER OWNED BY THE COMPANY OR ATTRIBUTABLE TO THE COMPANY IN ACCORDANCE WITH SECTIONS 71A ET SEQ. AKTG, MUST NOT EXCEED 10% OF THE COMP ANY S SHARE CAPITAL AT ANY GIVEN POINT IN TIME; THE SHARES MAY BE PURCHASED VI A THE STOCK EXCHANGE OR ON THE BASIS OF A PUBLIC PURCHASE OFFER TO ALL SHAREHO LDERS; IN THE EVENT THAT THE SHARES ARE PURCHASED VIA THE STOCK EXCHANGE, THE CONSIDERATION PAID FOR THE ACQUISITION OF THE SHARES MUST NOT EXCEED OR FALL S HORT OF THE VOLUME-WEIGHTED AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING D AYS PRECEDING THE POINT IN TIME WHEN THE OBLIGATION TO PURCHASE THE SHARES IS ASSUMED (CLOSING AUCTION PRICE OF DEUTSCHE BOERSE S SHARES IN ELECTRONIC TRADI NG ON THE FRANKFURT STOCK EXCHANGE) BY MORE THAN 10%; IN THE EVENT OF A PUBLIC PURCHASE OFFER, THE CONSIDERATION PAID MUST NOT FALL SHORT OF, OR EXCEED, THE VOLUME-WEIGHTED AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING DAYS PRECEDI NG THE DAY OF PUBLICATION OF THE OFFER (CLOSING AUCTION PRICE OF DEUTSCHE BOER SE S SHARES IN ELECTRONIC TRADING ON THE FRANKFURT STOCK EXCHANGE) BY 10% AND 15% RESPECTIVELY; IF THE VOLUME OF SHARES OFFERED IN A PUBLIC PURCHASE OFFER E XCEEDS THE PLANNED REPURCHASE VOLUME, ACCEPTANCE MUST BE IN PROPORTION TO THE NUMBER OF SHARES OFFERED IN EACH CASE; A PREFERRED ACCEPTANCE OF SMALL QUANTIT IES OF UP TO 50 OF THE COMPANY S PAGE 6 SHARES OFFERED BY INDIVIDUAL SHAREHOLD ERS MAY BE FORESEEN; ACQUISITION CAN ALSO BE EXECUTED BY DEPENDENT GROUP COMPA NIES OF DEUTSCHE BOERSE AG WITHIN THE MEANING OF SECTION 17 AKTG, OR BY THIRD PARTIES ON BEHALF OF EITHER DEUTSCHE BOERSE AG OR ITS DEPENDENT GROUP COMPANIE S; THE EXECUTIVE BOARD IS AUTHORIZED TO DISPOSE OF THE ACQUIRED SHARES IN A WA Y OTHER THAN ON THE STOCK EXCHANGE OR BY OFFER TO ALL SHAREHOLDERS, PROVIDED T HAT THE OWN SHARES ARE USED AS (PART)-CONSIDERATION FOR THE PURPOSE OF COMPANY MERGERS OR ACQUISITIONS, OR TO ACQUIRE COMPANIES, STAKES IN COMPANIES OR PART S OF COMPANIES; IN ADDITION, THE EXECUTIVE BOARD IS AUTHORIZED, IN THE EVENT T HAT IT DISPOSES OF THE OWN SHARES IT HAS ACQUIRED BY MEANS OF AN OFFER TO ALL SHAREHOLDERS, TO GRANT THE HOLDERS OF THE WARRANTS AND CONVERTIBLE DEBT SECURI TIES ISSUED BY THE COMPANY SUBSCRIPTION RIGHTS TO THE EXTENT THAT THEY WOULD B E ENTITLED TO SUCH RIGHTS AFTER EXERCISE OF THE OPTION OR CONVERSION RIGHT; IN THESE CASES AND TO THIS EXTENT, SHAREHOLDERS SUBSCRIPTION RIGHTS ARE EXCLUDE D; THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO USE THE OWN SHARES ACQUIRED FOR T HE ISSUE OF EMPLOYEE SHARES TO EMPLOYEES AND PENSIONED EMPLOYEES OF DEUTSCHE B OERSE AG AND ITS RELATED COMPANIES; MOREOVER THE EXECUTIVE BOARD IS AUTHORIZED TO USE OWN SHARES TO SATISFY SUBSCRIPTION RIGHTS ON SHARES IN THE COMPANY GRA NTED TO EMPLOYEES OF DEUTSCHE BOERSE AG AND ITS RELATED COMPANIES IN ACCORDANC E WITH THE STOCK OPTION PLAN AS RESOLVED BY THE 2003 ANNUAL GENERAL MEETING; H OWEVER, IT MAY ONLY BE MADE USE OF THE LATTER AUTHORIZATION IF THE SUM OF THE PRO RATA AMOUNT OF THE SHARE CAPITAL ALLOTTED TO SHARES USED IN SUCH A MANNER AND OF THE AMOUNT OF THE CONDITIONAL CAPITAL I (SECTION 4 SUB-SECTION 5 OF THE ARTICLES OF ASSOCIATION) IN THE AMOUNT OF EUR 3,000,000 DOES NOT EXCEED IN TO TAL 10% OF THE SHARE CAPITAL; IN THE EVENTS PROVIDED IN THIS PARAGRAPH AND TO THE EXTENT PROVIDED THEREIN THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE THE S UBSCRIPTION RIGHTS OF THE SHAREHOLDERS; IN ADDITION, THE EXECUTIVE BOARD IS AU THORIZED TO SELL SHARES, UNDER EXCLUSION OF SHAREHOLDERS SUBSCRIPTION RIGHTS, TO THIRD PARTIES AGAINST PAYMENT IN CASH, PROVIDED THAT THE PURCHASE PRICE OF THE SHARES IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE OF THE SHARES AT THE TIME OF DISPOSAL; FURTHERMORE, THE EXECUTIVE BOARD IS AUTHORIZED TO CANCEL SHARES ACQUIRED ON THE BASIS OF THIS AUTHORIZATION, WITHOUT THE NEED FOR A FU RTHER RESOLUTION BY A GENERAL SHAREHOLDERS MEETING WITH RESPECT TO THE CANCEL LATION PROCESS; THE CANCELLATION PROCESS CAN BE LIMITED TO SOME OF THE ACQUIRE D SHARES; THE AUTHORIZATION TO CANCEL SHARES CAN ALSO BE USED MORE THAN ONCE; THE CANCELLATION PROCESS CAN ALSO BE EFFECTED IN A SIMPLIFIED PROCEDURE WITHOU T CAPITAL REDUCTION BY ADJUSTING THE PRO RATA AMOUNT OF THE REMAINING SHARES I N THE NOMINAL CAPITAL IN ACCORDANCE WITH SECTION 8 SUB-SECTION 3 AKTG; IN THIS CASE THE EXECUTIVE BOARD IS AUTHORIZED TO ADJUST THE NUMBER OF THE SHARES STA TED IN THE ARTICLES OF ASSOCIATION CORRESPONDINGLY; AS SOON AS THE NEW AUTHORI ZATION COMES INTO FORCE, THE EXISTING AUTHORIZATION TO ACQUIRE OWN SHARES SHAL L BE CANCELLED, WHICH WAS RESOLVED BY THE ANNUAL GENERAL MEETING ON MAY 19, 20 04 AND EXPIRES ON OCTOBER 31, 2005 7. THE RECENT RULING BY THE GERMAN FEDERAL COURT Management OF JUSTICE RAISES QUESTIONS WITH REGARD TO THE ADMISSIBILITY OF THE SHARE PRICE-RELATED COMPONENTS CONTAINED I N THE REMUNERATION OF THE SUPERVISORY BOARD; IN ORDER TO MEET THESE CONCERNS T HE REMUNERATION OF THE SUPERVISORY BOARD SHALL CONSIST OF A FIXED AND, IN ACCO RDANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE ACCEPTED BY DEUTSCHE BOERSE A G, VARIABLE REMUNERATION WHEREBY THE LATTER SHALL CONSIST OF TWO COMPONENTS ON E BEING LINKED TO THE GROUP S RETURN ON EQUITY AND THE OTHER BEING LINKED TO T HE GROUP S EARNINGS PER SHARE; THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD T HEREFORE PROPOSE TO RESOLVE THE FOLLOWING: A) SUB-SECTIONS 5 AND 6 OF SECTION 13 OF THE ARTICLES OF ASSOCIATION SHALL BE CANCELLED AND REPLACED BY THE FOLLO WING: (5) THE MEMBERS OF THE SUPERVISORY BOARD EACH SHALL RECEIVE FIXED ANNUA L REMUNERATION OF EUR 48,000.00 FOR THE PREVIOUS FISCAL YEAR (REMUNERATION YEA R); THIS FIXED ANNUAL REMUNERATION IS MULTIPLIED BY TWO FOR THE CHAIRMAN AND B Y ONE-AND-A-HALF FOR HIS/HER DEPUTY; (6) IN ADDITION, THE MEMBERS OF THE SUPER VISORY BOARD SHALL RECEIVE A VARIABLE COMPONENT FOR THE REMUNERATION YEAR WHIC H IS LINKED TO THE SUCCESS OF THE COMPANY; THIS VARIABLE ANNUAL REMUNERATION C ONSISTS OF TWO COMPONENTS WHICH IN THE EVENT THE RESPECTIVE TARGETS ARE MET EA CH AMOUNT TO EUR 16,000.00: A) IN THE EVENT THE GROUP S RETURN ON EQUITY AFTER TAXES OF THE DEUTSCHE BOERSE GROUP EXCEEDS THE AVERAGE OF THE MONTHLY AVERAGE OF THE CURRENT YIELD TO MATURITY OF DOMESTIC BONDS OF ISSUERS PERTAINING TO T HE PUBLIC SECTOR WITH A MATURITY OF OVER 9 AND UP TO AND INCLUDING 10 YEARS ES TABLISHED BY THE GERMAN FEDERAL RESERVE BANK BY AT LEAST (AND INCLUDING) 5 PER CENTAGE POINTS A VARIABLE ANNUAL REMUNERATION AMOUNTING TO EUR 16,000.00 SHALL BE GRANTED; B) IN THE EVENT THE GROUP S EARNINGS PER SHARE IN THE REMUNERATIO N YEAR AND IN THE FISCAL YEAR IMMEDIATELY PRECEDING THE REMUNERATION YEAR EXCE ED THE EARNINGS PER SHARE OF THE FISCAL YEAR IMMEDIATELY PRECEDING THE AFOREME NTIONED YEARS BY AT LEAST (AND INCLUDING) 8% A VARIABLE ANNUAL REMUNERATION AM OUNTING TO EUR 16,000.00 SHALL BE GRANTED; THE CALCULATION OF BOTH VARIABLE AN NUAL REMUNERATION COMPONENTS IS BASED ON THE GROUP S RETURN ON EQUITY AND THE GROUP S EARNINGS PER SHARE REPORTED IN THE CONSOLIDATED ANNUAL FINANCIAL STATE MENTS/GROUP S MANAGEMENT REPORT WHICH HAVE BEEN AWARDED AN UNQUALIFIED AUDIT O PINION; IN THE EVENT THAT THE GROUP S RETURN ON EQUITY OR THE GROUP S EARNINGS PER SHARE AS REPORTED IN THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS/GROUP S MANAGEMENT REPORT ARE AMENDED AT A LATER DATE, CALCULATION OF THE ANNUAL REMU NERATION IN A) AND B) IS BASED ON THE AMENDED VALUE; IN THE EVENT THAT THE GRO UP S EARNINGS PER SHARE FOR ANY OF THE RELEVANT FISCAL YEARS ARE NEGATIVE, CAL CULATION IS BASED ON THE VALUE OF ZERO FOR THESE GROUP S EARNINGS PER SHARE; I F AMENDMENTS TO THE COMPANY S SHARE CAPITAL OR TO THE COMPANY S NUMBER OF SHAR ES OR TO THE ACCOUNTING STANDARDS RESULT IN THE GROUP S RETURN ON EQUITY OR TH E GROUP S EARNINGS PER SHARE THAT APPLY TO THE CALCULATION OF THE ANNUAL REMUN ERATION UNDER A) AND THAT SET OUT UNDER B) NO LONGER BEING COMPARABLE, THE COR RESPONDING VALUES MUST BE ADJUSTED IN SUCH A WAY AS TO ALLOW COMPARISON; (7) M EMBERS OF THE SUPERVISORY BOARD THAT ARE MEMBERS OF A COMMITTEE WITHIN THE MEA NING OF SECTION 12 SUB-SECTION 3 SHALL EACH RECEIVE ANNUAL COMMITTEE REMUNERAT ION OF EUR 20,000.00, IN ADDITION TO THE REMUNERATION SET OUT IN SECTIONS 5 AN D 6 ABOVE; THIS AMOUNT SHALL BE MULTIPLIED BY ONE-AND-A-HALF FOR THE CHAIRMAN OF A COMMITTEE; THIS AMOUNT SHALL BE MULTIPLIED BY TWO FOR THE CHAIRMAN OF THE AUDIT AND FINANCE COMMITTEE; (8) MEMBERS OF THE SUPERVISORY BOARD WHO ONLY SI T ON THE BOARD FOR PART OF ANY GIVEN FISCAL YEAR SHALL RECEIVE ONE TWELFTH OF THE FIXED REMUNERATION UNDER SECTION 5, ANY VARIABLE REMUNERATION UNDER SECTIO N 6, AND ANY COMMITTEE REMUNERATION UNDER SECTION 7, FOR EACH COMMENCED MONTH OF MEMBERSHIP; (9) THE REMUNERATION SET OUT IN SUB-SECTIONS 5, 6 AND 7 ABOVE S HALL BE DUE FOR PAYMENT AFTER THE ANNUAL GENERAL MEETING, WHICH IS PRESENTED W ITH OR APPROVES THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE REMUNERAT ION YEAR; (10) THE MEMBERS OF THE SUPERVISORY BOARD SHALL ALSO RECEIVE A REFUN D OF THEIR CASH EXPENSES AND OF THE STATUTORY VAT APPLICABLE TO THE SUPERVISOR Y BOARD AND COMMITTEE REMUNERATION; PAGE 9 B) THE AMENDMENT TO THE ARTICLES OF ASSOCIATION AS SET OUT UNDER A) OF THIS AGENDA ITEM SHALL BE FIRST APPLIED FO R THE FISCAL YEAR STARTING ON JANUARY 1, 2005 8. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE TO RESOLVE THE FOLLOWING : IN SECTION 9 SUB-SECTION 1 OF THE ARTICLES OF ASSOCIATION, THE FOLLOWING NEW SENTENCE 4 SHALL BE ADDED: THE ANNUAL GENERAL MEETING MAY SET A SHORTER TERM OF OFFICE FOR ONE OR SEVERAL SHAREHOLDER REPRESENTATIVES 9. THE SUPERVISORY BOARD PROPOSES TO APPOINT THE Management FOLLOWING COMPANY AS THE AUDITOR S AND GROUP AUDITORS FOR FISCAL YEAR 2005: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRFUNGSGESELLSCH BASED IN BERLIN AND FRANKFU RT AM MAIN - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BOERSE AG, FRANKFURT AM MAIN AGM Meeting Date: 05/25/2005 Issuer: D1882G119 ISIN: DE0005810055 SEDOL: 7021963, B01DFR9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 205292 DUE TO CHANGE IN THE R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE BE ADVISED THAT DEUTSCHE BOERSE AG, FRANKFURT Non-Voting SHARES ARE ISSUED IN RE GISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YO U TO VOTE. THANK YOU. 1. PRESENTATION OF THE APPROVED ANNUAL AND CONSOLIDATED Management ANNUAL FINANCIAL STATEMEN TS, THE MANAGEMENT REPORT OF DEUTSCHE BOERSE AG AND THE GROUP MANAGEMENT REPOR T AS OF DECEMBER 31, 2004, AS WELL AS THE REPORT OF THE SUPERVISORY BOARD AND THE PROPOSAL FOR THE APPROPRIATION OF DISTRIBUTABLE PROFITS 2. THE EXECUTIVE BOARD AND THE SUPERVISORY BOARD Management PROPOSE THAT THE DISTRIBUTABLE P ROFIT DISCLOSED IN THE APPROVED ANNUAL FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 TOTALING EUR 226,825,000.00 BE USED TO PAY A DIVIDEND OF EUR 0.70 FOR EA CH SHARE CARRYING DIVIDEND RIGHTS, I.E. EUR 78,262,016.00 IN TOTAL, AND THAT T HE REMAINING AMOUNT OF EUR 148,562,984.00 BE ALLOCATED TO OTHER RETAINED EARNI NGS; THE NUMBER OF SHARES CARRYING DIVIDEND RIGHTS MAY INCREASE OR DECREASE BE FORE THE ANNUAL GENERAL MEETING AS A RESULT OF THE ACQUISITION OF OWN SHARES ( WITH OR WITHOUT A SUBSEQUENT CANCELLATION OF THE ACQUIRED SHARES) OR DISPOSAL OF OWN SHARES, WHICH, IN ACCORDANCE WITH SECTION 71B OF THE GERMAN STOCK CORPO RATION ACT (AKTIENGESETZ - AKTG), DO NOT CARRY DIVIDEND RIGHTS; IN SUCH CASES, THE PROPOSAL MADE TO THE ANNUAL GENERAL MEETING WITH REGARD TO THE APPROPRIAT ION OF DISTRIBUTABLE PROFITS, WHICH SHALL BE BASED ON AN UNCHANGED DISTRIBUTIO N OF EUR 0.70 FOR EACH SHARE CARRYING DIVIDEND RIGHTS, SHALL BE ADJUSTED AS AP PROPRIATE 3. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE THAT THE ACTS OF THE EXE CUTIVE BOARD IN FISCAL YEAR 2004 BE APPROVED 4. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE THAT THE ACTS OF THE SUP ERVISORY BOARD IN FISCAL YEAR 2004 BE APPROVED 5. THE EXISTING AUTHORIZED CAPITAL I IN ACCORDANCE Management WITH SECTION 4 SUB-SECTION 3 O F THE ARTICLES OF ASSOCIATION EXPIRES ON DECEMBER 31, 2005 AND SHALL THEREFORE BE RENEWED; THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD THEREFORE PROPOSE T O RESOLVE THE FOLLOWING: A) THE CANCELLATION OF SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION CANCELS THE EXISTING AUTHORIZATION OF THE EXECUTIVE B OARD UNDER SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION TO INCREASE, WITH THE CONSENT OF THE SUPERVISORY BOARD, THE SHARE CAPITAL OF THE COMPANY B Y UP TO A TOTAL OF EUR 41,104,000.00 ONCE OR MORE THAN ONCE BEFORE DECEMBER 31 , 2005; B) THE EXECUTIVE BOARD IS AUTHORIZED TO INCREASE THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010, WITH THE CONSENT OF THE SUPERVISORY BOARD, ONCE OR MOR E THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000.00 THROUGH THE ISSUE OF NEW REG ISTERED NO-PAR VALUE SHARES AGAINST CASH CONTRIBUTION AND/OR CONTRIBUTION IN K IND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIG HTS UNLESS THE EXECUTIVE BOARD MAKES USE OF THE AUTHORIZATION GRANTED TO IT AN D EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS WITH THE APPROVAL OF THE SUPERVISOR Y BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD IF THE CAPITAL IS INCREASED AGAINST CONT RIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO EXCLUDE FRACTIONAL AMOUNTS FROM SHAREHOLDERS SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVI SORY BOARD; THE CONTENT OF THE RIGHTS ATTACHED TO THE SHARES AND THE TERMS AND CONDITIONS RELATING TO THEIR ISSUE, INCLUDING THE ISSUE PRICE, WILL BE DETERM INED BY THE EXECUTIVE BOARD WITH THE CONSENT OF THE SUPERVISORY BOARD; C) UPON REGISTRATION OF THE CANCELLATION OF THE CURRENT SECTION 4 SUB-SECTION 3 OF TH E ARTICLES OF ASSOCIATION PURSUANT TO THE RESOLUTION UNDER A) OF THIS AGENDA I TEM IN THE COMMERCIAL REGISTER, SECTION 4 SUB-SECTION 3 OF THE ARTICLES OF ASS OCIATION WILL BE RESTATED AS FOLLOWS: (3) THE EXECUTIVE BOARD IS AUTHORIZED T O INCREASE THE SHARE CAPITAL ON OR BEFORE MAY 24, 2010, WITH THE CONSENT OF TH E SUPERVISORY BOARD, ONCE OR MORE THAN ONCE BY UP TO A TOTAL OF EUR 35,513,000 .00 THROUGH THE ISSUE OF NEW REGISTERED NO-PAR VALUE SHARES AGAINST CASH CONTR IBUTION AND/OR CONTRIBUTION IN KIND (AUTHORIZED CAPITAL I); THE SHAREHOLDERS S HALL BE GRANTED SUBSCRIPTION RIGHTS UNLESS THE EXECUTIVE BOARD MAKES USE OF TH E AUTHORIZATION GRANTED TO IT AND EXCLUDES SHAREHOLDER SUBSCRIPTION RIGHTS WIT H THE APPROVAL OF THE SUPERVISORY BOARD; THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD IF THE C APITAL IS INCREASED AGAINST CONTRIBUTION IN KIND FOR THE PURPOSE OF ACQUIRING COMPANIES, PARTS OF COMPANIES OR STAKES THEREIN; THE EXECUTIVE BOARD IS ALSO A UTHORIZED TO EXCLUDE FRACTIONAL AMOUNTS FROM SHAREHOLDERS PAGE 5 SUBSCRIPTION RIGHTS WITH THE CONSENT OF THE SUPERVISORY BOARD; THE CONTENT OF THE RIGHTS A TTACHED TO THE SHARES AND THE TERMS AND CONDITIONS RELATING TO THEIR ISSUE, IN CLUDING THE ISSUE PRICE, WILL BE DETERMINED BY THE EXECUTIVE BOARD WITH THE CO NSENT OF THE SUPERVISORY BOARD D) THE SUPERVISORY BOARD IS AUTHORIZED TO AMEN D SECTION 4 SUB-SECTIONS 1 AND 3 OF THE ARTICLES OF ASSOCIATION TO REFLECT THE RESPECTIVE EXPLOITATION OF AUTHORIZED CAPITAL I OR AFTER THE AUTHORIZATION PE RIOD HAS EXPIRED; E) THE EXECUTIVE BOARD IS INSTRUCTED TO APPLY FOR REGISTRATI ON OF THE RESOLUTION UNDER A) ABOVE, WHICH RELATES TO THE CANCELLATION OF THE EXISTING AUTHORIZED CAPITAL I AS CONTAINED IN SECTION 4 SUB-SECTION 3 OF THE A RTICLES OF ASSOCIATION, IN THE COMMERCIAL REGISTER ONLY WHEN IT CAN BE CERTAIN THAT THE RESOLUTION ON THE CREATION OF THE NEW AUTHORIZED CAPITAL I TOTALING EUR 35,513,000.00, TOGETHER WITH THE CORRESPONDING AMENDMENT TO THE ARTICLES O F ASSOCIATION IN ACCORDANCE WITH C) ABOVE, WILL BE ENTERED INTO THE COMMERCIAL REGISTER IMMEDIATELY AFTER THE ENTRY OF THE CANCELLATION OF THE EXISTING SECT ION 4 SUB-SECTION 3 OF THE ARTICLES OF ASSOCIATION 6. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE TO RESOLVE THE FOLLOWING : THE EXECUTIVE BOARD IS AUTHORIZED TO ACQUIRE OWN SHARES UP TO A MAXIMUM OF 1 0% OF THE SHARE CAPITAL BEFORE OCTOBER 31, 2006; THE COMBINED TOTAL OF THE SHA RES ACQUIRED AS A RESULT OF THIS AUTHORIZATION, AND OWN SHARES ACQUIRED FOR AN Y OTHER REASONS AND EITHER OWNED BY THE COMPANY OR ATTRIBUTABLE TO THE COMPANY IN ACCORDANCE WITH SECTIONS 71A ET SEQ. AKTG, MUST NOT EXCEED 10% OF THE COMP ANY S SHARE CAPITAL AT ANY GIVEN POINT IN TIME; THE SHARES MAY BE PURCHASED VI A THE STOCK EXCHANGE OR ON THE BASIS OF A PUBLIC PURCHASE OFFER TO ALL SHAREHO LDERS; IN THE EVENT THAT THE SHARES ARE PURCHASED VIA THE STOCK EXCHANGE, THE CONSIDERATION PAID FOR THE ACQUISITION OF THE SHARES MUST NOT EXCEED OR FALL S HORT OF THE VOLUME-WEIGHTED AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING D AYS PRECEDING THE POINT IN TIME WHEN THE OBLIGATION TO PURCHASE THE SHARES IS ASSUMED (CLOSING AUCTION PRICE OF DEUTSCHE BOERSE S SHARES IN ELECTRONIC TRADI NG ON THE FRANKFURT STOCK EXCHANGE) BY MORE THAN 10%; IN THE EVENT OF A PUBLIC PURCHASE OFFER, THE CONSIDERATION PAID MUST NOT FALL SHORT OF, OR EXCEED, THE VOLUME-WEIGHTED AVERAGE SHARE PRICE ON THE FIVE EXCHANGE TRADING DAYS PRECEDI NG THE DAY OF PUBLICATION OF THE OFFER (CLOSING AUCTION PRICE OF DEUTSCHE BOER SE S SHARES IN ELECTRONIC TRADING ON THE FRANKFURT STOCK EXCHANGE) BY 10% AND 15% RESPECTIVELY; IF THE VOLUME OF SHARES OFFERED IN A PUBLIC PURCHASE OFFER E XCEEDS THE PLANNED REPURCHASE VOLUME, ACCEPTANCE MUST BE IN PROPORTION TO THE NUMBER OF SHARES OFFERED IN EACH CASE; A PREFERRED ACCEPTANCE OF SMALL QUANTIT IES OF UP TO 50 OF THE COMPANY S PAGE 6 SHARES OFFERED BY INDIVIDUAL SHAREHOLD ERS MAY BE FORESEEN; ACQUISITION CAN ALSO BE EXECUTED BY DEPENDENT GROUP COMPA NIES OF DEUTSCHE BOERSE AG WITHIN THE MEANING OF SECTION 17 AKTG, OR BY THIRD PARTIES ON BEHALF OF EITHER DEUTSCHE BOERSE AG OR ITS DEPENDENT GROUP COMPANIE S; THE EXECUTIVE BOARD IS AUTHORIZED TO DISPOSE OF THE ACQUIRED SHARES IN A WA Y OTHER THAN ON THE STOCK EXCHANGE OR BY OFFER TO ALL SHAREHOLDERS, PROVIDED T HAT THE OWN SHARES ARE USED AS (PART)-CONSIDERATION FOR THE PURPOSE OF COMPANY MERGERS OR ACQUISITIONS, OR TO ACQUIRE COMPANIES, STAKES IN COMPANIES OR PART S OF COMPANIES; IN ADDITION, THE EXECUTIVE BOARD IS AUTHORIZED, IN THE EVENT T HAT IT DISPOSES OF THE OWN SHARES IT HAS ACQUIRED BY MEANS OF AN OFFER TO ALL SHAREHOLDERS, TO GRANT THE HOLDERS OF THE WARRANTS AND CONVERTIBLE DEBT SECURI TIES ISSUED BY THE COMPANY SUBSCRIPTION RIGHTS TO THE EXTENT THAT THEY WOULD B E ENTITLED TO SUCH RIGHTS AFTER EXERCISE OF THE OPTION OR CONVERSION RIGHT; IN THESE CASES AND TO THIS EXTENT, SHAREHOLDERS SUBSCRIPTION RIGHTS ARE EXCLUDE D; THE EXECUTIVE BOARD IS ALSO AUTHORIZED TO USE THE OWN SHARES ACQUIRED FOR T HE ISSUE OF EMPLOYEE SHARES TO EMPLOYEES AND PENSIONED EMPLOYEES OF DEUTSCHE B OERSE AG AND ITS RELATED COMPANIES; MOREOVER THE EXECUTIVE BOARD IS AUTHORIZED TO USE OWN SHARES TO SATISFY SUBSCRIPTION RIGHTS ON SHARES IN THE COMPANY GRA NTED TO EMPLOYEES OF DEUTSCHE BOERSE AG AND ITS RELATED COMPANIES IN ACCORDANC E WITH THE STOCK OPTION PLAN AS RESOLVED BY THE 2003 ANNUAL GENERAL MEETING; H OWEVER, IT MAY ONLY BE MADE USE OF THE LATTER AUTHORIZATION IF THE SUM OF THE PRO RATA AMOUNT OF THE SHARE CAPITAL ALLOTTED TO SHARES USED IN SUCH A MANNER AND OF THE AMOUNT OF THE CONDITIONAL CAPITAL I (SECTION 4 SUB-SECTION 5 OF THE ARTICLES OF ASSOCIATION) IN THE AMOUNT OF EUR 3,000,000 DOES NOT EXCEED IN TO TAL 10% OF THE SHARE CAPITAL; IN THE EVENTS PROVIDED IN THIS PARAGRAPH AND TO THE EXTENT PROVIDED THEREIN THE EXECUTIVE BOARD IS AUTHORIZED TO EXCLUDE THE S UBSCRIPTION RIGHTS OF THE SHAREHOLDERS; IN ADDITION, THE EXECUTIVE BOARD IS AU THORIZED TO SELL SHARES, UNDER EXCLUSION OF SHAREHOLDERS SUBSCRIPTION RIGHTS, TO THIRD PARTIES AGAINST PAYMENT IN CASH, PROVIDED THAT THE PURCHASE PRICE OF THE SHARES IS NOT SIGNIFICANTLY LOWER THAN THE QUOTED PRICE OF THE SHARES AT THE TIME OF DISPOSAL; FURTHERMORE, THE EXECUTIVE BOARD IS AUTHORIZED TO CANCEL SHARES ACQUIRED ON THE BASIS OF THIS AUTHORIZATION, WITHOUT THE NEED FOR A FU RTHER RESOLUTION BY A GENERAL SHAREHOLDERS MEETING WITH RESPECT TO THE CANCEL LATION PROCESS; THE CANCELLATION PROCESS CAN BE LIMITED TO SOME OF THE ACQUIRE D SHARES; THE AUTHORIZATION TO CANCEL SHARES CAN ALSO BE USED MORE THAN ONCE; THE CANCELLATION PROCESS CAN ALSO BE EFFECTED IN A SIMPLIFIED PROCEDURE WITHOU T CAPITAL REDUCTION BY ADJUSTING THE PRO RATA AMOUNT OF THE REMAINING SHARES I N THE NOMINAL CAPITAL IN ACCORDANCE WITH SECTION 8 SUB-SECTION 3 AKTG; IN THIS CASE THE EXECUTIVE BOARD IS AUTHORIZED TO ADJUST THE NUMBER OF THE SHARES STA TED IN THE ARTICLES OF ASSOCIATION CORRESPONDINGLY; AS SOON AS THE NEW AUTHORI ZATION COMES INTO FORCE, THE EXISTING AUTHORIZATION TO ACQUIRE OWN SHARES SHAL L BE CANCELLED, WHICH WAS RESOLVED BY THE ANNUAL GENERAL MEETING ON MAY 19, 20 04 AND EXPIRES ON OCTOBER 31, 2005 7. THE RECENT RULING BY THE GERMAN FEDERAL COURT Management OF JUSTICE RAISES QUESTIONS WITH REGARD TO THE ADMISSIBILITY OF THE SHARE PRICE-RELATED COMPONENTS CONTAINED I N THE REMUNERATION OF THE SUPERVISORY BOARD; IN ORDER TO MEET THESE CONCERNS T HE REMUNERATION OF THE SUPERVISORY BOARD SHALL CONSIST OF A FIXED AND, IN ACCO RDANCE WITH THE GERMAN CORPORATE GOVERNANCE CODE ACCEPTED BY DEUTSCHE BOERSE A G, VARIABLE REMUNERATION WHEREBY THE LATTER SHALL CONSIST OF TWO COMPONENTS ON E BEING LINKED TO THE GROUP S RETURN ON EQUITY AND THE OTHER BEING LINKED TO T HE GROUP S EARNINGS PER SHARE; THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD T HEREFORE PROPOSE TO RESOLVE THE FOLLOWING: A) SUB-SECTIONS 5 AND 6 OF SECTION 13 OF THE ARTICLES OF ASSOCIATION SHALL BE CANCELLED AND REPLACED BY THE FOLLO WING: (5) THE MEMBERS OF THE SUPERVISORY BOARD EACH SHALL RECEIVE FIXED ANNUA L REMUNERATION OF EUR 48,000.00 FOR THE PREVIOUS FISCAL YEAR (REMUNERATION YEA R); THIS FIXED ANNUAL REMUNERATION IS MULTIPLIED BY TWO FOR THE CHAIRMAN AND B Y ONE-AND-A-HALF FOR HIS/HER DEPUTY; (6) IN ADDITION, THE MEMBERS OF THE SUPER VISORY BOARD SHALL RECEIVE A VARIABLE COMPONENT FOR THE REMUNERATION YEAR WHIC H IS LINKED TO THE SUCCESS OF THE COMPANY; THIS VARIABLE ANNUAL REMUNERATION C ONSISTS OF TWO COMPONENTS WHICH IN THE EVENT THE RESPECTIVE TARGETS ARE MET EA CH AMOUNT TO EUR 16,000.00: A) IN THE EVENT THE GROUP S RETURN ON EQUITY AFTER TAXES OF THE DEUTSCHE BOERSE GROUP EXCEEDS THE AVERAGE OF THE MONTHLY AVERAGE OF THE CURRENT YIELD TO MATURITY OF DOMESTIC BONDS OF ISSUERS PERTAINING TO T HE PUBLIC SECTOR WITH A MATURITY OF OVER 9 AND UP TO AND INCLUDING 10 YEARS ES TABLISHED BY THE GERMAN FEDERAL RESERVE BANK BY AT LEAST (AND INCLUDING) 5 PER CENTAGE POINTS A VARIABLE ANNUAL REMUNERATION AMOUNTING TO EUR 16,000.00 SHALL BE GRANTED; B) IN THE EVENT THE GROUP S EARNINGS PER SHARE IN THE REMUNERATIO N YEAR AND IN THE FISCAL YEAR IMMEDIATELY PRECEDING THE REMUNERATION YEAR EXCE ED THE EARNINGS PER SHARE OF THE FISCAL YEAR IMMEDIATELY PRECEDING THE AFOREME NTIONED YEARS BY AT LEAST (AND INCLUDING) 8% A VARIABLE ANNUAL REMUNERATION AM OUNTING TO EUR 16,000.00 SHALL BE GRANTED; THE CALCULATION OF BOTH VARIABLE AN NUAL REMUNERATION COMPONENTS IS BASED ON THE GROUP S RETURN ON EQUITY AND THE GROUP S EARNINGS PER SHARE REPORTED IN THE CONSOLIDATED ANNUAL FINANCIAL STATE MENTS/GROUP S MANAGEMENT REPORT WHICH HAVE BEEN AWARDED AN UNQUALIFIED AUDIT O PINION; IN THE EVENT THAT THE GROUP S RETURN ON EQUITY OR THE GROUP S EARNINGS PER SHARE AS REPORTED IN THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS/GROUP S MANAGEMENT REPORT ARE AMENDED AT A LATER DATE, CALCULATION OF THE ANNUAL REMU NERATION IN A) AND B) IS BASED ON THE AMENDED VALUE; IN THE EVENT THAT THE GRO UP S EARNINGS PER SHARE FOR ANY OF THE RELEVANT FISCAL YEARS ARE NEGATIVE, CAL CULATION IS BASED ON THE VALUE OF ZERO FOR THESE GROUP S EARNINGS PER SHARE; I F AMENDMENTS TO THE COMPANY S SHARE CAPITAL OR TO THE COMPANY S NUMBER OF SHAR ES OR TO THE ACCOUNTING STANDARDS RESULT IN THE GROUP S RETURN ON EQUITY OR TH E GROUP S EARNINGS PER SHARE THAT APPLY TO THE CALCULATION OF THE ANNUAL REMUN ERATION UNDER A) AND THAT SET OUT UNDER B) NO LONGER BEING COMPARABLE, THE COR RESPONDING VALUES MUST BE ADJUSTED IN SUCH A WAY AS TO ALLOW COMPARISON; (7) M EMBERS OF THE SUPERVISORY BOARD THAT ARE MEMBERS OF A COMMITTEE WITHIN THE MEA NING OF SECTION 12 SUB-SECTION 3 SHALL EACH RECEIVE ANNUAL COMMITTEE REMUNERAT ION OF EUR 20,000.00, IN ADDITION TO THE REMUNERATION SET OUT IN SECTIONS 5 AN D 6 ABOVE; THIS AMOUNT SHALL BE MULTIPLIED BY ONE-AND-A-HALF FOR THE CHAIRMAN OF A COMMITTEE; THIS AMOUNT SHALL BE MULTIPLIED BY TWO FOR THE CHAIRMAN OF THE AUDIT AND FINANCE COMMITTEE; (8) MEMBERS OF THE SUPERVISORY BOARD WHO ONLY SI T ON THE BOARD FOR PART OF ANY GIVEN FISCAL YEAR SHALL RECEIVE ONE TWELFTH OF THE FIXED REMUNERATION UNDER SECTION 5, ANY VARIABLE REMUNERATION UNDER SECTIO N 6, AND ANY COMMITTEE REMUNERATION UNDER SECTION 7, FOR EACH COMMENCED MONTH OF MEMBERSHIP; (9) THE REMUNERATION SET OUT IN SUB-SECTIONS 5, 6 AND 7 ABOVE S HALL BE DUE FOR PAYMENT AFTER THE ANNUAL GENERAL MEETING, WHICH IS PRESENTED W ITH OR APPROVES THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR THE REMUNERAT ION YEAR; (10) THE MEMBERS OF THE SUPERVISORY BOARD SHALL ALSO RECEIVE A REFUN D OF THEIR CASH EXPENSES AND OF THE STATUTORY VAT APPLICABLE TO THE SUPERVISOR Y BOARD AND COMMITTEE REMUNERATION; PAGE 9 B) THE AMENDMENT TO THE ARTICLES OF ASSOCIATION AS SET OUT UNDER A) OF THIS AGENDA ITEM SHALL BE FIRST APPLIED FO R THE FISCAL YEAR STARTING ON JANUARY 1, 2005 8. THE SUPERVISORY BOARD AND THE EXECUTIVE BOARD Management PROPOSE TO RESOLVE THE FOLLOWING : IN SECTION 9 SUB-SECTION 1 OF THE ARTICLES OF ASSOCIATION, THE FOLLOWING NEW SENTENCE 4 SHALL BE ADDED: THE ANNUAL GENERAL MEETING MAY SET A SHORTER TERM OF OFFICE FOR ONE OR SEVERAL SHAREHOLDER REPRESENTATIVES 9. THE SUPERVISORY BOARD PROPOSES TO APPOINT THE Management FOLLOWING COMPANY AS THE AUDITOR S AND GROUP AUDITORS FOR FISCAL YEAR 2005: KPMG DEUTSCHE TREUHAND-GESELLSCHAFT AKTIENGESELLSCHAFT WIRTSCHAFTSPRFUNGSGESELLSCH BASED IN BERLIN AND FRANKFU RT AM MAIN 10. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder STATEMENT WITH REGARDS TO THE MOTION OF MORGAN STANLEY BANK AG REPRESENTED BY MR. CHRISTOPHER HOHN THE EXE CUTIVE BOARD OF DEUTSCHE BOERSE AG REJECTS THE MOTION BY MORGAN STANLEY BANK A G TO REMOVE DR. BREUER AS A MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY AT THE ANNUAL GENERAL MEETING ON 25 MAY 2005 AND PROPOSES TO VOTE AGAINST THE MOT ION. AFTER THE COMPANY HAD CALLED THE ANNUAL GENERAL MEETING FOR WEDNESDAY, MA Y 25, 2005 IN FRANKFURT /MAIN (PUBLISHED IN THE ELECTRONIC FEDERAL GAZETTE E- BUNDESANZEIGER ON APRIL 12, 2005) MORGAN STANLEY BANK AG REPRESENTED BY MR. C HRISTOPHER HOHN REQUESTED IN ACCORDANCE WITH SEC. 122 PARA. 2, SEC. 124 PARA. 1 OF THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ) THE PUBLICATION OF AN ADD ITIONAL ITEM FOR RESOLUTION AT THE ANNUAL GENERAL MEETING. THEREFORE THE FOLLO WING ITEM HAS BEEN PUT ON THE AGENDA: REMOVAL OF THE MEMBER OF THE SUPERVISORY BOARD ELECTED BY THE SHAREHOLDERS, DR. ROLF BREUER, WITH SUCH REMOVAL TAKING EFFECT AS OF THE END OF THE NEXT ORDINARY SHAREHOLDERS MEETING - ----------------------------------------------------------------------------------------------------------------------------- DEUTSCHE LUFTHANSA AG, KOELN OGM Meeting Date: 05/25/2005 Issuer: D1908N106 ISIN: DE0008232125 SEDOL: 2144014, 5287488, 7158430 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE 2004 FY WITH TH E REPORT OF THE SUPERVISORY BOARD THE GROUP FINANCIAL STATEMENTS AND GROUP ANN UAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 137,376,000 AS FO LLOWS: PAYMENT OF DIVIDEND OF EUR 0.30 PER REG. NO-PAR SHARE EX-DIVIDEND AND P AYABLE DATE 26 MAY 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPROVE TO REVOKE THE AUTHORIZATION TO INCREASE Management THE SHARE CAPITAL GIVEN BY THE SHAREHOLDERS MEETING OF 19 JUN 2002 OF THE UNUSED PORTION; AUTHORIZE THE BOAR D OF MANAGING DIRECTORS WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE COMPANY S SHARE CAPITAL BY UP TO EUR 200,000,000 THROUGH THE ISSUE OF NEW REG. NO-PAR SHARE AGAINST CONTRIBUTION IN CASH OR KIND, ON OR BEFORE 24 MAY 2 010 SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR A CAPITAL INCREASE AG AINST CONTRIBUTIONS IN KIND IN CONNECTION WITH MERGERS AND ACQUISITIONS, FOR R ESIDUAL AMOUNTS, AND FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS IN CASH NOT EXCEEDING 10 PCT OF THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF THE SHARES; AND AMEND THE ARTICLES OF ASSOCIATION 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10 PCT OF THE SHARE CAPIT AL, AT A PRICE NOT DIFFERING MORE THAN 10 PCT FROM THE MARKET PRICE OF THE SHA RES, ON OR BEFORE 24 NOV 2006 AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHA REHOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES OR FOR THE FULFILLMENT OF CO NVERTIBLE OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES OF THE COMPANY AN D ITS AFFILIATES, AND TO RETIRE THE SHARES 7. APPOINT PWC DEUTSCHE REVISION AG, DUSSELDORF Management AS THE AUDITORS OF THE 2005 FY * PLEASE BE ADVISED THAT DEUTSCHE LUFTHANSA AG Non-Voting SHARES ARE ISSUED IN REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU TO VOT E. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA MIX Meeting Date: 05/25/2005 Issuer: T3679P115 ISIN: IT0003128367 BLOCKING SEDOL: 7144569, 7588123, B07J3F5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 26 MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU A.1 APPROVE: THE FINANCIAL STATEMENT AS OF 31 DEC Management 2004, REPORT OF THE BOARD OF DIR ECTORS, OF THE BOA AND OF EXTERNAL AUDITORS; THE CONSOLIDATED FINANCIAL STATEM ENT AS OF 31 DEC 2004 A.2 APPROVE THE ALLOCATION OF EARNINGS Management E.1 APPOINT THE BOARD OF DIRECTORS THROUGH VOTING Management BY LISTS; AMEND THE ARTICLE 14.3 LETTER A OF CORPORATE BY LAWS E.2 AUTHORIZE THE BOARD OF DIRECTORS OF THE FACULTY Management TO INCREASE THE CORPORATE CAPI TAL IN SERVICE OF A STOCK OPTION PLAN 2005 FOR A MAXIMUM AMOUNT OF EUR 28,757, 000, THROUGH ISSUE OF ORDINARY SHARES RESERVED TO MANAGERS OF ENEL SPA AND OR OF COMPANIES CONTROLLED BY ENELSPA, TO BE OFFERED IN SUBSCRIPTION AGAINST PAYM ENT AND WITH NO OPTION RIGHT, AS PER ARTICLE 2441 LAST ITEM OF CIVIL CODE AND ARTICLE 134 ITEM 2 OF LAW DECREE NR 58 1998; RELATED RESOLUTIONS; AMEND THE AR TICLE 5 OF CORPORATE BYLAWS A.3 APPROVE TO DETERMINE THE NUMBER OF MEMBERS OF Management THE BOARD OF DIRECTORS A.4 APPROVE TO DETERMINE THE DURATION OF THE BOARD Management OF DIRECTORS A.5 APPOINT THE MEMBERS OF THE BOARD OF DIRECTORS Management A.6 APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management A.7 APPROVE TO DETERMINE THE REWARDS FOR THE BOARD Management OF DIRECTORS A.8 APPROVE THE INTEGRATION OF BOA; RELATED RESOLUTIONS Management A.9 APPOINT THE EXTERNAL AUDITORS FOR THE YEARS 2005, Management 2006 AND 2007 - ----------------------------------------------------------------------------------------------------------------------------- FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. OPENING OF THE MEETING Non-Voting 2.a RECEIVE REPORT OF THE MANAGEMENT BOARD OVER 2004; Non-Voting APPROVE THE FINANCIAL STATEM ENTS AND STATUTORY REPORTS OF THE COMPANY FOR THE FY 2004 2.b APPROVE A GROSS DIVIDEND OF EUR 1.04 PER FORTIS Management UNIT, PAYABLE ON THE 16 JUN 2 005 2.c GRANT DISCHARGE TO THE MANAGEMENT BOARD Management 3. CORPORATE GOVERNANCE Non-Voting 4.a RE-ELECT MR. COUNT MAURICE LIPPENS AS A MEMBER Management OF THE MANAGEMENT BOARD 4.b RE-ELECT MR. BARON DANIEL JANSSEN AS A MEMBER Management OF THE MANAGEMENT BOARD 5. AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE FORTIS Management UNITS WHICH CONTAIN FORTIS N. V. RELATED SHARES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS 6. CLOSURE OF THE MEETING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- FORTIS SA/NV, BRUXELLES EGM Meeting Date: 05/25/2005 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management AND THE BOARDS OF ITS DIRECT S UBSIDIARIES: TO ACQUIRE FORTIS UNITS IN WHICH TWINNED FORTIS SA NV SHARES ARE INCORPORATED; TO DISPOSE FORTIS UNITS IN WHICH TWINNED FORTIS SA NV SHARES ARE INCORPORATED AUTHORITY EXPIRES AT A PERIOD OF 18 MONTHS STARTING AFTER THE E ND OF THE GENERAL MEETING 3. CLOSURE Non-Voting * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLOS E BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTI PLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICI AL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENT ATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE AT ADP. THANK YOU. * PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 25 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. 1. OPENING OF THE MEETING Non-Voting 2.a RECEIVE REPORT OF THE MANAGEMENT BOARD OVER 2004; Non-Voting APPROVE THE FINANCIAL STATEM ENTS AND STATUTORY REPORTS OF THE COMPANY FOR THE FY 2004 2.b APPROVE A GROSS DIVIDEND OF EUR 1.04 PER FORTIS Management UNIT, PAYABLE ON THE 16 JUN 2 005 2.c GRANT DISCHARGE TO THE MANAGEMENT BOARD Management 3. CORPORATE GOVERNANCE Non-Voting 4.a RE-ELECT MR. COUNT MAURICE LIPPENS AS A MEMBER Management OF THE MANAGEMENT BOARD 4.b RE-ELECT MR. BARON DANIEL JANSSEN AS A MEMBER Management OF THE MANAGEMENT BOARD 5. AUTHORIZE THE MANAGEMENT BOARD TO ACQUIRE FORTIS Management UNITS WHICH CONTAIN FORTIS N. V. RELATED SHARES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS 6. CLOSURE OF THE MEETING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- FORTIS SA/NV, BRUXELLES MIX Meeting Date: 05/25/2005 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 OPENING Non-Voting O2a.1 APPROVE THE ANNUAL REPORTS ON THE FY 2004 Non-Voting O2a.2 APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting THE FY 2004 O2a.3 APPROVE THE STATUTORY ANNUAL ACCOUNTS OF THE Management COMPANY FOR THE FY 2004 O2a.4 APPROVE THE APPROPRIATION OF PROFIT OF THE COMPANY Non-Voting FOR THE FY 2003 O2b.1 APPROVE THE COMMENTS ON THE DIVIDEND POLICY Non-Voting O2b.2 ADOPT A GROSS DIVIDEND FOR THE 2004 FY OF EUR Management 1,04 PER FORTIS UNIT, PAYABLE AS FROM 16 JUN 2005 O2c.1 GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS FOR THE FY 2004 O2c.2 GRANT DISCHARGE TO THE AUDITOR FOR THE FY 2004 Management O.3 APPROVE THE CORPORATE GOVERNANCE Non-Voting O4a.1 RE-APPOINT MR. COUNT MAURICE LIPPENS, FOR A PERIOD Management OF 3 YEARS, UNTIL THE END O F THE OGM OF 2008 O4a.2 RE-APPOINT MR. BARON DANIEL JANSSEN, FOR A PERIOD Management OF 1 YEAR, UNTIL THE END OF THE OGM OF 2006 O.4.b APPOINT MR. JEAN-PAUL VOTRON AS THE EXECUTIVE Management MEMBER OF THE BOARD OF DIRECTORS , FOR A PERIOD OF 3 YEARS, UNTIL THE END OF THE OGM OF 2008 E.5 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management AND THE BOARDS OF ITS DIRECT S UBSIDIARIES, FOR A PERIOD OF 18 MONTHS STARTING AFTER THE GENERAL MEETING WHIC H WILL DELIBERATE THIS POINT, TO ACQUIRE FORTIS UNITS IN WHICH TWINNED FORTIS SA/NV SHARES ARE INCORPORATED, UP TO THE MAXIMUM NUMBER AUTHORIZED BY ARTICLE 620 SECTION 1, 2 OF THE COMPANIES CODE, FOR EXCHANGE VALUES EQUIVALENT TO THE AVERAGE OF THE CLOSING PRICES OF THE FORTIS UNIT ON EURONEXT BRUSSELS AND EUR ONEXT AMSTERDAM ON THE DAY IMMEDIATELY PRECEDING THE ACQUISITION, PLUS A MAXIM UM OF 15% OR MINUS A MAXIMUM OF 15%; AND AUTHORIZE THE BOARD OF DIRECTORS OF T HE COMPANY AND THE BOARDS OF ITS DIRECT SUBSIDIARIES, FOR A PERIOD OF 18 MONTH S STARTING AFTER THE END OF THE GENERAL MEETING WHICH WILL DELIBERATE THIS POI NT, TO DISPOSE OF FORTIS UNITS IN WHICH TWINNED FORTIS SA/NV SHARES ARE INCORP ORATED, UNDER THE CONDITIONS WHICH IT WILL DETERMINE O.6 CLOSING Non-Voting * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID S 229118 & 200360, DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DIS REGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- FORTIS SA/NV, BRUXELLES AGM Meeting Date: 05/25/2005 Issuer: B4399L102 ISIN: BE0003801181 BLOCKING SEDOL: 7266117, 7266139, 7266140, 7549175, B01DHD9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 231187 DUE TO ADDITIONAL R ESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. OPENING Non-Voting 2.a.1 APPROVE THE ANNUAL REPORTS ON THE FY 2004 Non-Voting 2.a.2 APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS FOR Non-Voting THE FY 2004 2.a.3 APPROVE THE STATUTORY ANNUAL ACCOUNTS OF THE Management COMPANY FOR THE FY 2004 2.b.1 APPROVE THE COMMENTS ON THE DIVIDEND POLICY Non-Voting 2.b.2 ADOPT A GROSS DIVIDEND FOR THE 2004 FY OF EUR Management 1.04 PER FORTIS UNIT, PAYABLE AS FROM 16 JUN 2005 2.c GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS FOR THE FY 2004 3. APPROVE THE CORPORATE GOVERNANCE Non-Voting 4.a.1 RE-APPOINT MR. COUNT MAURICE LIPPENS, FOR A PERIOD Management OF 3 YEARS, UNTIL THE END O F THE OGM OF 2008 4.a.2 RE-APPOINT MR. BARON DANIEL JANSSEN, FOR A PERIOD Management OF 1 YEAR, UNTIL THE END OF THE OGM OF 2006 5. AUTHORIZE THE BOARD OF DIRECTORS, FOR A PERIOD Management OF 18 MONTHS, TO ACQUIRE FORTIS UNITS, IN WHICH OWN FULLY PAID TWINNED SHARES OF FORTIS N.V. ARE INCLUDED, TO THE MAXIMUM NUMBER PERMITTED BY THE CIVIL CODE, BOOK 2, ARTICLE 98 PARAGRAPH 2 AND THIS: A) THROUGH ALL AGREEMENTS, INCLUDING TRANSACTIONS ON THE STOCK EXC HANGE AND PRIVATE TRANSACTIONS AT A PRICE EQUAL TO THE AVERAGE OF THE CLOSING PRICES OF THE FORTIS UNIT ON EURONEXT BRUSSELS AND EURONEXT AMSTERDAM ON THE D AY IMMEDIATELY PRECEDING THE ACQUISITION, PLUS A MAXIMUM OF 15% OR LESS A MAXI MUM OF 15%, OR B) BY MEANS OF STOCK LENDING AGREEMENTS UNDER TERMS AND CONDITI ONS THAT COMPLY WITH COMMON MARKET PRACTICE FOR THE NUMBER OF FORTIS UNITS FRO M TIME TO TIME TO BE BORROWED BY FORTIS N.V.. 6. CLOSING Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC AGM Meeting Date: 05/25/2005 Issuer: G3910J112 ISIN: GB0009252882 SEDOL: 0925288, 4907657 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For FINANCIAL STATEMENTS FOR THE Y E 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For DEC 2004 3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For COMPANY 4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For COMPANY 5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE COMPANY Management For 6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For OF THE COMPANY 7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For COMPANY 8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For THE COMPANY 9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For COMPANY 10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT PRICEWATERHOUSECOOPERS Management For LLP AS A AU DITORS TO THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING TO THE CONCLUSION OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For REMUNERATION OF THE AUDITORS 12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For OF THE COMPANIES ACT 1985, TO M AKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXPENDITU RE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24 NOV 2006 S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For ARTICLE 12 OF THE COMPANY S ARTIC LES OF ASSOCIATION AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO AL LOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORI TY CONFERRED BY RESOLUTION 20 PASSED AT THE AGM HELD ON 21 MAY 2001, DISAPPLYI NG THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGH TS ISSUE AS DEFINED IN ARTICLE 12.5 OF THE COMPANY S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING ORDINARY SHARES AS TREASURY SHARE S; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955; AUTHORITY EXPI RES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON 24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY O F THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642 ORDI NARY SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERA GE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCH ANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRE S THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCH ASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For - ----------------------------------------------------------------------------------------------------------------------------- HELLENIC PETROLEUM S.A. -CR AGM Meeting Date: 05/25/2005 Issuer: X3234A111 ISIN: GRS298343005 BLOCKING SEDOL: 5475658, 5745685, B05P5T3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE COMPANY S MANAGEMENT AND SUBMISSION Management OF THE BOARD OF DIRECTORS AND THE AUDITORS REPORTS ON THE ANNUAL FINANCIAL STATEMENTS, PARENT AND CONSOLIDAT ED, FOR THE FY 2004 2. APPROVE THE FINANCIAL STATEMENTS, PARENT AND Management CONSOLIDATED, FOR THE FY 2004, AC COMPANIED BY THE BOARD OF DIRECTORS AND THE AUDITORS RELEVANT REPORTS 3. APPROVE THE PROFITS APPROPRIATION Management 4. GRANT DISCHARGE OF THE BOARD OF DIRECTOR MEMBERS Management AND THE AUDITORS FROM ANY LIA BILITY FOR INDEMNITY FOR THE FY 2004 ACCORDING TO ARTICLE 35 OF COMPANY LAW 21 90/1920 5. APPROVE THE BOARD OF DIRECTORS REMUNERATION FOR Management THE YEAR 2004 AND DETERMINATIO N OF THE SAME FOR THE YEAR 2005 6. APPROVE THE REMUNERATION OF THE FORMER CHAIRMAN Management OF THE BOARD OF DIRECTOR, MANA GING DIRECTOR AND THE COMMISSIONED DIRECTOR AND APPROVAL OF THE REMUNERATION F OR THE YEAR 2005 TO THE NEW CHAIRMAN OF THE BOARD OF DIRECTOR, MANAGING DIRECT OR AND COMMISSIONED DIRECTOR SPECIFICATION OF THE BOARD OF DIRECTORS CAPACITY, EXECUTIVE AND NON EXECUTIVE MEMBERS, ACCORDING TO LAW 3016/2002 FOR CORPORATE GOVERNMENT 7. ELECT THE CHARTERED AUDITORS AND AN INTERNATIONAL Management REPUTE AUDITOR FOR THE FY 20 05, ACCORDING TO THE PROVISIONS OF THE COMPANY S ARTICLES OF ASSOCIATION AND A PPROVE TO DETERMINE THEIR FEES 8. AMEND ARTICLE 5 OF THE COMPANY S ARTICLES OF Management ASSOCIATION AND CODIFICATION OF I T 9. APPROVE THE COMPANY S CURRENT STOCK OPTION PLAN Management AND APPROVAL OF THE NEW STOCK OPTION PLAN,ACCORDING TO ARTICLE 13 PARA 9 OF COMPANY LAW 2190/1920, AS CURREN TLY IN FORCE 10. APPROVE THE COMPANY S COMMITMENT NOT TO DISTRIBUTE Management PRIOR TO TEN YEARS TAXED E XTRA RESERVES OF EUR 975.000, EUR 845.000, EUR 910.000, EUR 572.000 TOTAL AMOU NT OF EUR 3.302.900, ACCORDING TO LAW 2601/98 - ----------------------------------------------------------------------------------------------------------------------------- IBERIA LINEAS AEREAS DE ESPANA SA OGM Meeting Date: 05/25/2005 Issuer: E6167M102 ISIN: ES0147200036 SEDOL: 4064950, B05N5K8, B06MMS1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 26 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU 1. APPROVE THE ANNUAL ACCOUNTS AND THE MANAGEMENT Management For REPORT OF IBERIA, L.A.E. AND IT S CONSOLIDATED GROUP, AS WELL AS THE PROPOSED APPLICATION OF PROFITS AND THE M ANAGEMENT OF THE BOARD OF DIRECTORS; ALL OF THE FOREGOING WITH REFERENCE TO TH E YEAR 2004 2. RE-ELECT THE FINANCIAL AUDITORS OF THE COMPANY Management For AND ITS CONSOLIDATED GROUP FOR THE YEAR 2005 3. APPROVE THE MAXIMUM REMUNERATION OF THE DIRECTORS Management For 4. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE DERIVATIVE ACQUISITION OF IB ERIA L.A.E., EITHER DIRECTLY OR VIA SUBSIDIARY COMPANIES, WITHIN 18 MONTHS AFT ER THE ADOPTION OF THE RESOLUTION BY THE MEETING, RENDERING VOID THE AUTHORIZA TION GRANTED BY THE GENERAL MEETING OF STOCKHOLDERS HELD ON 24 JUN 2004 5. AUTHORIZE THE BOARD OF DIRECTORS, WITH AUTHORITY Management For TO DEPUTY SUCH POWERS, TO AME ND, REGISTER, CONSTRUE, DEVELOP AND EXECUTE THE RESOLUTIONS ADOPTED BY THE MEE TING, AND FOR THE PUBLIC RECORDING THERE OF - ----------------------------------------------------------------------------------------------------------------------------- IMPERIAL CHEMICAL INDUSTRIES PLC AGM Meeting Date: 05/25/2005 Issuer: G47194223 ISIN: GB0004594973 SEDOL: 0459497, 4481032, 5479263, 7119028 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORT Management For OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31 DEC 2004 THE REPORT AND ACCOUNTS 2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For IN THE REPORT AND THE ACC OUNTS 3. APPROVE THE FIRST AND THE SECOND INTERIM DIVIDENDS Management For 4. RE-ELECT MR. A. BAAN AS A DIRECTOR Management For 5. RE-ELECT LORD BUTLER AS A DIRECTOR Management For 6. RE-ELECT MR. J.T. GORMAN AS A DIRECTOR Management For 7. RE-ELECT MR. W.H. POWELL AS A DIRECTOR Management For 8. ELECT MR. C.F. KNOTT AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For 10. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITOR Management For S REMUNERATION S.11 ADOPT THE ARTICLES OF ASSOCIATION CONTAINED IN Management For THE DOCUMENT AS THE NEW ARTICLE S OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF T HE EXISTING ARTICLES OF ASSOCIATION, WITH EFFECT FROM THE CLOSE OF THIS AGM 12. AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUN T OF GBP 208,761,785; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE C OMPANY TO BE HELD IN 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AF TER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MA DE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 12 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 THE ACT TO ALLOT EQUITY SECURITIES SECTION 94(2) OF THE ACT FOR CASH, PURSUANT TO THE AUTHORITY CONFERRED BY R ESOLUTION 12, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PR OVIDED THAT THIS POWER SHALL BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OF THE COMPANY A) IN PROPORTION AS NEARLY AS MAY BE TO EXISTING HOLDINGS OF ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY, BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS DEEM NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS OR ANY LEGAL OR PRACTICAL PROBLEMS UNDE R THE LAWS OF ANY TERRITORY, OR THE REQUIREMENTS OF A REGULATORY BODY OR STOCK EXCHANGE; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 59,561,911; AUTHOR ITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 ; A ND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THI S AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPI RY S.14 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO MAXIMUM OF 119,123,822 ORDINARY SHARES OF 1 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1 PENCE AND UP TO MAXIMUM O F 105% OF THE AVERAGE MIDDLE MARKET VALUES FOR SUCH ORDINARY SHARES IN THE CAP ITAL OF THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST , OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CON CLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD IN 2006 ; THE COMPANY, BEFOR E THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MA Y BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- KESA ELECTRICALS PLC, LONDON AGM Meeting Date: 05/25/2005 Issuer: G5244H100 ISIN: GB0033040113 SEDOL: 3304011, 7624674, B01DL60, B06WSS3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For STATEMENTS OF THE COMPAN Y FOR THE YE 31 JAN 2005 TOGETHER WITH THE REPORT OF THE AUDITORS 2. RE-APPOINT PRICEWATERHOUSECOOPERS, THE RETIRING Management For AUDITORS, AND AUTHORIZE HE DIR ECTORS TO DETERMINE THEIR REMUNERATION 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 JAN 2005 SET OUT IN T HE ANNUAL REPORT 2004/2005 4. DECLARE A FINAL DIVIDEND OF 8.25 PENCE PER ORDINARY Management For SHARE 5. RE-APPOINT MR. DAVID NEWLANDS AS A DIRECTOR, Management For WHO RETIRES UNDER THE ARTICLE 107 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-APPOINT MR. PETER WILSON AS A DIRECTOR, WHO Management For RETIRES UNDER THE ARTICLE 107 O F THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-APPOINT MR. SIMON HERRICK AS A DIRECTOR, WHO Management For RETIRES UNDER THE ARTICLE 113 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF SECTION 80 OF THE UK COMPANIES ACT 1985, TO ALLOT RELEVANT SECURI TIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 44,129,432; AUT HORITY EXPIRES ON 25 MAY 2010 BUT MAY BE PREVIOUSLY REVOKED OR VARIED BY THE C OMPANY FOR A FURTHER PERIOD NOT EXCEEDING 5 YEARS ; AND THE DIRECTORS MAY ALLO T RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 9. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For 347A OF THE COMPANIES ACT 1985 , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXP ENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 250,000 S.10 AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For FOR CASH IN ACCORDANCE WI TH THE PROVISIONS OF THE SECTION 95 OF THE COMPANIES ACT 1985 S.11 GRANT AUTHORITY TO PURCHASE OWN SHARES IN ACCORDANCE Management For WITH THE SECTION 166 OF T HE COMPANIES ACT 1985 - ----------------------------------------------------------------------------------------------------------------------------- PEUGEOT SA MIX Meeting Date: 05/25/2005 Issuer: F72313111 ISIN: FR0000121501 BLOCKING SEDOL: 4683827, 4683838, 7103526, 7160178, 7165441, 7260272, B030Q64, B043CQ4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE MANAGEMENT REPORT OF THE EXECUTIVE Management COMMITTEE, THE REPORT OF THE SU PERVISORY BOARD AND THE GENERAL REPORT OF THE STATUTORY AUDITORS, APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE YEAR 2004 2. RECEIVE THE COMMENTS OF THE EXECUTIVE COMMITTEE Management AND THE REPORT OF THE STATUTOR Y AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FY 2004 3. ACKNOWLEDGE THE DISTRIBUTABLE PROFITS OF THE Management FY: NET EARNINGS: EUR 1,031,594,6 76.34, PRIOR RETAINED EARNINGS: EUR 571,259,005.10, EXTRAORDINARY TAX UPON THE SPECIAL RESERVES ON LONG TERM CAPITAL GAINS: EUR 4,987,500.00, AMOUNT TO EUR 1,602,853,681.44, APPROPRIATION AS FOLLOWS: GLOBAL DIVIDEND: EUR 328,197,347.1 0, OTHER RESERVES: EUR 700,000,000.00, CARRY FORWARD ACCOUNT: EUR 574,656,334. 34, PURSUANT TO ARTICLE 39 OF THE AMENDED FINANCE LAW FOR 2004, TO TRANSFER TH E AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPI TAL GAINS TO THE OTHER RESERVES ACCOUNT; AN AMOUNT OF EUR 4,987,500.00 CHARGED TO SUCH OTHER RESERVES ACCOUNT WILL BE TRANSFERRED TO THE CARRY FORWARD ACCOU NT AMOUNTING THEN TO EUR 579,643,834.34; THE SHAREHOLDERS WILL RECEIVE A NET D IVIDEND OF EUR 1.35 PER SHARE AND WILL ENTITLE NATURAL PERSONS TO THE 50 % ALL OWANCE; THIS DIVIDEND WILL BE PAID ON 01 JUN 2005 4. APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS, FOR THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN 5. APPROVE TO RENEW THE TERM OF OFFICE OF MRS. MARIE-HELENE Management RONCORONI AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS 6. APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management BANZET AS A MEMBER OF THE SU PERVISORY BOARD FOR A PERIOD OF 6 YEARS 7. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-LOUIS Management MASUREL AS A MEMBER OF T HE SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS 8. APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN-PAUL Management PARAYRE AS A MEMBER OF TH E SUPERVISORY BOARD FOR A PERIOD OF 6 YEARS 9. APPROVE TO RENEW THE TERM OF OFFICE OF THE COMPANY Management PRICEWATERHOUSECOOPERS AUDI T S.A. AS THE STATUTORY AUDITOR FOR A PERIOD OF 6 YEARS 10. APPROVE TO RENEW THE TERM OF OFFICE OF MR. YVES Management NICOLAS AS A DEPUTY AUDITOR FO R A PERIOD OF 6 YEARS 11. APPOINT CABINET MAZARS ET GUERARD AS THE STATUTORY Management AUDITOR FOR 6 YEARS 12. APPOINT MR. PATRICK DE CAMBOURG AS A DEPUTY AUDITOR Management FOR 6 YEARS 13. AUTHORIZE THE EXECUTIVE COMMITTEE TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, WITH A VIEW TO: (-) REDUCE THE SHARE CAPITAL OF THE COMPANY, (-) ALLO CATE SHARES TO EMPLOYEES OR OFFICERS OF THE COMPANY OR ITS SUBSIDIARIES OR OF GROUPS RELATED, (-) DISCOUNT SHARES IN THE EVENT OF FINANCIAL TRANSACTIONS GIV ING ACCESS TO THE SHARE CAPITAL, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURC HASE PRICE: EUR 65.00 MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 24,000,00 0; {AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; APPROVE THE PRESENT DELEGATION TO CANCELS AND REPLACES THE DELEGATION GIVEN BY THE GENERAL MEETING OF 26 MAY 2004 14. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL SET AT EUR 243,109,146.00, PROVIDED THAT IT SHALL NOT EXCEED THE AMOUNT OF EUR 400,000,000.00, BY WAY OF: (-) ISSUING, IN FRANCE OR ABROAD, PEU GEOT S.A. SHARES AND, OR SECURITIES, WITH THE SHAREHOLDERS PREFERRED SUBSCRIP TION RIGHTS MAINTAINED, GIVING ACCESS TO THE SHARE CAPITAL, (-) CAPITALIZING R ESERVES, PROFITS OR SHARE PREMIUMS, TO BE CARRIED OUT THROUGH THE ALLOCATION O F BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES; THE GENER AL MEETING NUMBER OF SHARES TO BE ISSUED CAN BE INCREASED IN THE EVENT OF EXCE SS APPLICATIONS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; APPROVE THE PRES ENT DELEGATION TO CANCELS AND REPLACES THE ONES GIVEN BY THE GENERAL MEETING O F 28 MAY 2003 15. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management IN 1 OR MORE TRANSACTIONS, THE S HARE CAPITAL, BY WAY OF ISSUING, IN FRANCE OR ABROAD, IMMEDIATELY AND, OR IN T HE FUTURE, PEUGEOT S.A. SHARES IN EUROS AND, OR SECURITIES GIVING ACCESS TO TH E SHARE CAPITAL, WITH WAIVER OF THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHT S FOR THE WHOLE OF THE CEILING SET FORTH IN THE PREVIOUS RESOLUTION; THE GENER AL MEETING NUMBER OF SHARES TO BE ISSUED CAN BE INCREASED IN THE EVENT OF EXCE SS APPLICATIONS, WITHIN THE LIMIT OF THE AGGREGATE CEILING SET FORTH IN THE PR EVIOUS RESOLUTION; APPROVE THE EXECUTIVE COMMITTEE TO DECIDE OR NOT TO GIVE A PRIORITY RIGHT TO THE SHAREHOLDERS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS 16. AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, IN 1 OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES; A UTHORITY EXPIRES AT THE END OF 26 MONTHS ; AND FOR AN AMOUNT, WHICH SHALL NOT EXCEED EUR 15,000,000.00; APPROVE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSAR Y MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 17. AUTHORIZE THE EXECUTIVE COMMITTEE TO REDUCE THE Management SHARE CAPITAL BY CANCELLING TH E SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE PLAN SET FORTH IN RESOLUTION 13, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL; AND THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 18. AMEND THE ARTICLE OF ASSOCIATION NUMBER 9 RELATING Management TO THE POWERS OF THE EXECUT IVE COMMITTEE * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLET E, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTA CT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DE TAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPA CITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUS TODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INS TRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY PO SITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO AD P AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AN D RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PE RTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- SCMP GROUP LTD AGM Meeting Date: 05/25/2005 Issuer: G7867B105 ISIN: BMG7867B1054 SEDOL: 5752737, 6425243, 6824657, B02V4Q4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For THE DIRECTORS REPORT AND THE AUD ITORS REPORT FOR THE YE 31 DEC 2004 2. APPROVE THE PAYMENT OF A FINAL AND A SPECIAL Management For DIVIDEND DISTRIBUTION FROM THE CO NTRIBUTED SURPLUS ACCOUNT 3.a RE-ELECT MR. KUOK KHOON EAN AS AN EXECUTIVE DIRECTOR Management For 3.b RE-ELECT MR. RONALD J. ARCULLI AS AN INDEPENDENT Management For NON-EXECUTIVE DIRECTOR 3.c RE-ELECT TAN SRI DR. KHOO KAY PENG AS A NON-EXECUTIVE Management For DIRECTOR 3.d RE-ELECT MR. ROBERT NG CHEE SIANG AS A NON-EXECUTIVE Management For DIRECTOR 4. AUTHORIZE THE BOARD TO FIX DIRECTORS FEE Management For 5. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For AND AUTHORIZE THE BOARD TO F IX THEIR REMUNERATION S.6 AMEND THE BYE-LAWS OF THE COMPANY, WITH EFFECT Management For FROM THE CONCLUSION OF THE AGM AS FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW 70A IMMEDIATELY AFTER BYE-L AW 70; B) BY DELETING BYE-LAW 99 IN ITS ENTIRETY AND REPLACING IT WITH SPECIFI ED ONE; C) BY ADDING THE SPECIFIED PARAGRAPH IMMEDIATELY AFTER BYE-LAW 100(II) AND RE-NUMBERING EXISTING BYE-LAWS 100(III) AND (IV) AS BYE-LAWS 100(IV) AND (V) RESPECTIVELY; D) BY ADDING THE SPECIFIED BYE-LAW 104A IMMEDIATELY AFTER BY E-LAW 104 7. AUTHORIZE THE DIRECTORS, DURING OR AFTER THE Management Against RELEVANT PERIOD AS SPECIFIED OF ALL THE POWERS OF THE COMPANY, TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARE S OR SECURITIES CONVERTIBLE INTO SUCH SHARES OR OPTIONS OR WARRANTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR ANY SHARES AND TO MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED AND ISSUED; THE A GGREGATE NOMINAL AMOUNT OF SHARES ALLOTTED OR AGREED CONDITIONALLY OR UNCONDIT IONALLY TO BE ALLOTTED BY THE DIRECTORS PURSUANT TO THE APPROVAL AS SPECIFIED, OTHERWISE THAN PURSUANT TO OR IN CONSEQUENCE OF: I) A RIGHTS ISSUE AS SPECIF IED ; OR II) THE EXERCISE OF THE CONVERSION RIGHTS UNDER THE TERMS OF ANY SECU RITIES WHICH ARE CONVERTIBLE INTO SHARES; OR III) ANY OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE TIME BEING ADOPTED FOR THE GRANT OR ISSUE TO OFFICERS AND /OR EMPLOYEES OF THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES OF SHARES OR RIGHT S TO ACQUIRE SHARES; OR IV) THE EXERCISE OF RIGHTS OF SUBSCRIPTION UNDER THE T ERMS OF ANY WARRANTS ISSUED BY THE COMPANY; OR V) ANY SCRIP DIVIDEND OR SIMILA R ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PA RT OF A DIVIDEND ON SHARES IN ACCORDANCE WITH THE BYE-LAWS OF THE COMPANY, SHA LL NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THE PASSING OF THIS RESOLUTION; AUTHORITY EXP IRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY FOLLOWING TH E PASSING OF THIS RESOLUTION OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY APPL ICABLE LAW TO BE HELD 8. AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For PERIOD AS SPECIFIED OF ALL POWE RS OF THE COMPANY TO REPURCHASE ITS SHARES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND/OR REQUIREMENTS OF THE LISTING RULES; THE AGGREGATE NO MINAL AMOUNT OF SHARES WHICH MAY BE REPURCHASED BY THE COMPANY PURSUANT TO THE APPROVAL SHOULD NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF SHARES IN I SSUE AT THE DATE OF THE PASSING OF THIS RESOLUTION AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY FOLLOWING THE PASSING OF THIS RESOLUTION OR THE EXP IRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY APPLICABLE LAW TO BE HELD 9. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF THE RESOLUTIONS 7 AND 8, TO EXERCISE THE POWERS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL S HARES PURSUANT TO RESOLUTION 7 BE HEREBY EXTENDED BY THE ADDITION THERETO OF A N AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF SHARES REPURCHASED BY TH E COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 8, PROVIDED THAT SUCH AMOUNT OF SHARES SO REPURCHASED SHALL NOT EXCEED 10% OF THE AGGREGATE NOM INAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THE PA SSING OF THIS RESOLUTION - ----------------------------------------------------------------------------------------------------------------------------- TELEKOM AUSTRIA AG, WIEN AGM Meeting Date: 05/25/2005 Issuer: A8502A102 ISIN: AT0000720008 BLOCKING SEDOL: 4635088, 4695189, B054MV1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL STATEMENT OF ACCOUNTS, GROUP Management FINANCIAL STATEMENTS AND THE R EPORT BY THE SUPERVISORY BOARD 2. APPROVE THE APPROPRIATION OF NET PROFITS Management 3. APPROVE THE ACTIVITIES UNDERTAKEN BY THE BOARD Management OF DIRECTORS AND THE SUPERVISO RY BOARD IN 2004 4. APPROVE THE REMUNERATION FOR SUPERVISORY BOARD Management FOR 2004 5. ELECT THE AUDITORS FOR FY 2005 Management 6. APPROVE THE RESOLUTION ON THE AMOUNT OF MEMBERS Management (10) AND AN AGELIMIT (65) FOR MEMBERS OF THE SUPERVISORY BOARD 7. APPROVE THE CHANGES IN THE SUPERVISORY BOARD Management 8. APPROVE THE REPORT OF THE BOARD ON THE USAGE Management AND AMOUNT OF BOUGHT OWN SHARES 9. GRANT AUTHORITY TO BUY OWN SHARES FOR 18 MONTHS Management AT A PRICE FROM EUR 9 - TO EUR 21 PER SHARE; AUTHORIZE THE BOARD OF DIRECTORS TO USE OWN SHARES FOR SERVICE OF STOCK OPTION, CONVERTIBLE BONDS AND FOR ACQUISITION OF COMPANYS; REDUCTION OF SHARE CAPITAL BY COLLECTION OF OWN SHARES; SALE OF OWN SHARES FOR 5 YEARS - ----------------------------------------------------------------------------------------------------------------------------- TELEVISION BROADCASTS LTD AGM Meeting Date: 05/25/2005 Issuer: Y85830100 ISIN: HK0511001957 SEDOL: 5274190, 6881674, B01Y6R9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management OF THE DIRECTORS AND THE AUDITO RS FOR THE YE 31 DEC 2004 2. APPROVE TO SANCTION A FINAL DIVIDEND Management 3. ELECT THE DIRECTORS AND APPROVE TO FIX THEIR REMUNERATION Management 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management TO FIX THEIR REMUNERATION 5.I AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management OF ALL PREVIOUS AUTHOR ITIES, DURING OR AFTER THE RELEVANT PERIOD, TO ALLOT, ISSUE AND DEAL WITH UNIS SUED SHARES IN THE CAPITAL OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEME NTS, OPTIONS AND OTHER RIGHTS, OR ISSUE SECURITIES, WHICH MIGHT REQUIRE THE EX ERCISE OF SUCH POWERS BE GENERALLY AND UNCONDITIONALLY APPROVED; THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITI ONALLY TO BE ALLOTTED OR ISSUED WHETHER PURSUANT TO AN OPTION OR OTHERWISE B Y THE DIRECTORS OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING FOR ALLOTMENT OF SH ARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON THE ORDINARY SHARES IN THE COMPANY SUCH ORDINARY SHARES BEING DEFINED IN THIS AND THE FOLLOWING RESOLUTI ON 5.II, SHARES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPAN Y, SHALL NOT EXCEED THE AGGREGATE OF: I) 10% OF THE AGGREGATE NOMINAL AMOUNT O F THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING OF THIS RES OLUTION; AND II) IF THE DIRECTORS OF THE COMPANY ARE SO AUTHORIZED BY A SEPAR ATE ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY THE NOMINAL AMOUNT OF ANY SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE O F PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE N EXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES OF ASSOCIATION OF THE COMPA NY OR ANY OTHER APPLICABLE LAW TO BE HELD 5.II AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management THE RELEVANT PERIOD OF ALL POWE RS OF THE COMPANY TO PURCHASE SHARES ON THE STOCK EXCHANGE OF HONG KONG LIMITE D OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK EXCHANGE OF HONG KONG LIMITED; THE AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY BE PURCHASED BY THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF THE COMPANY AT THE DATE OF PASSING OF THIS RESOLUTION AND THE AP PROVAL AS SPECIFIED SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLI ER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE PERIO D WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES OF ASSO CIATION OF THE COMPANY OR ANY OTHER APPLICABLE LAW TO BE HELD 5.III AUTHORIZE THE DIRECTORS OF THE COMPANY, REFERRED Management TO IN RESOLUTION 5.I IN RESPE CT OF THE SHARE CAPITAL OF THE COMPANY AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- TELEVISION BROADCASTS LTD EGM Meeting Date: 05/25/2005 Issuer: Y85830100 ISIN: HK0511001957 SEDOL: 5274190, 6881674, B01Y6R9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE AND RATIFY THE AGREEMENTS AS SPECIFIED Management For AND THE TRANSACTIONS CONTEMPL ATED THERE UNDER AND THE CAPITAL AMOUNT AS SPECIFIED * PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS. SECTION A WILL BE FILLED BY THE INSTITUTION. PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA3D2D.PDF - ----------------------------------------------------------------------------------------------------------------------------- TELEVISION BROADCASTS LTD AGM Meeting Date: 05/25/2005 Issuer: Y85830100 ISIN: HK0511001957 SEDOL: 5274190, 6881674, B01Y6R9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Vote Proposal # 224043 DUE TO CHANGE IN THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YO U WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * PLEASE NOTE THAT THE SHAREHOLDERS NEED TO FILL Non-Voting Non-Vote Proposal A DECLARATION FORM FOR THEIR VO TE INSTRUCTIONS TO BE ACCEPTED. THESE FORMS CONTAIN 3 SECTIONS. SECTION A WILL BE FILLED BY THE INSTITUTION. PLEASE FIND THE SCANNED DOCUMENTS VIA THE LINK; WW3.ICS.ADP.COM/STREETLINK_DATA/DIRY85830100/SA3D2D.PDF 1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDITO RS FOR THE YE 31 DEC 2004 2. APPROVE TO SANCTION A FINAL DIVIDEND Management For 3.a.1 ELECT MR. CHIEN LEE AS A DIRECTOR Management For 3.a.2 ELECT MR. LOUIS PAGE AS A DIRECTOR Management For 3.a.3 ELECT DR. CHOW YEI CHING AS A DIRECTOR Management For 3.b FIX DIRECTORS REMUNERATION. Management For 4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For TO FIX THEIR REMUNERATION 5.I AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management Against OF ALL PREVIOUS AUTHOR ITIES, DURING OR AFTER THE RELEVANT PERIOD, TO ALLOT, ISSUE AND DEAL WITH UNIS SUED SHARES IN THE CAPITAL OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEME NTS, OPTIONS AND OTHER RIGHTS, OR ISSUE SECURITIES, WHICH MIGHT REQUIRE THE EX ERCISE OF SUCH POWERS BE GENERALLY AND UNCONDITIONALLY APPROVED; THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITI ONALLY TO BE ALLOTTED OR ISSUED WHETHER PURSUANT TO AN OPTION OR OTHERWISE B Y THE DIRECTORS OF THE COMPANY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING FOR ALLOTMENT OF SH ARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON THE ORDINARY SHARES IN THE COMPANY SUCH ORDINARY SHARES BEING DEFINED IN THIS AND THE FOLLOWING RESOLUTI ON 5.II, SHARES IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPAN Y, SHALL NOT EXCEED THE AGGREGATE OF: I) 10% OF THE AGGREGATE NOMINAL AMOUNT O F THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING OF THIS RES OLUTION; AND II) IF THE DIRECTORS OF THE COMPANY ARE SO AUTHORIZED BY A SEPAR ATE ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY THE NOMINAL AMOUNT OF ANY SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING OF THIS RESOLUTION UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE O F PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE PERIOD WITHIN WHICH THE N EXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES OF ASSOCIATION OF THE COMPA NY OR ANY OTHER APPLICABLE LAW TO BE HELD 5.II AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For THE RELEVANT PERIOD OF ALL POWE RS OF THE COMPANY TO PURCHASE SHARES ON THE STOCK EXCHANGE OF HONG KONG LIMITE D OR ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK EXCHANGE OF HONG KONG LIMITED; THE AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY BE PURCHASED BY THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF THE COMPANY AT THE DATE OF PASSING OF THIS RESOLUTION AND THE AP PROVAL AS SPECIFIED SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLI ER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRY OF THE PERIO D WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLES OF ASSO CIATION OF THE COMPANY OR ANY OTHER APPLICABLE LAW TO BE HELD 5.III AUTHORIZE THE DIRECTORS OF THE COMPANY, REFERRED Management For TO IN RESOLUTION 5.I IN RESPE CT OF THE SHARE CAPITAL OF THE COMPANY AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- ADECCO SA, CHESEREX OGM Meeting Date: 05/26/2005 Issuer: H00392318 ISIN: CH0012138605 BLOCKING SEDOL: 7110452, 7110720, B038B30 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE BUSINESS REPORT FOR 2004, CONSISTING Management OF THE ANNUAL REPORT, THE FIN ANCIAL STATEMENTS OF ADECCO S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS FO R THE BUSINESS YEAR 2004 2. RECEIVE THE REPORTS OF THE STATUTORY AUDITORS Management AND THE GROUP AUDITORS 3. APPROVE THE BUSINESS REPORT 2004 Management 4. APPROVE THE APPROPRIATION OF RETAINED EARNINGS Management 5. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management DIRECTORS 6.1 RE-ELECT THE BOARD OF DIRECTORS Management 6.2.1 ELECT THE AUDITORS AND THE AUDITORS OF THE GROUP Management 6.2.2 ELECT THE SPECIAL AUDITOR ARTICLE 23 PARAGRAPH Management 2 OF THE ARTICLES OF INCORPORA TION * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- ADERANS CO LTD AGM Meeting Date: 05/26/2005 Issuer: J00126102 ISIN: JP3121600005 SEDOL: 5735523, 6007395 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE APPROPRIATION OF PROFITS; FINAL DIVIDEND Management For JY 19 2. AMEND THE ARTICLES OF INCORPORATION Management For 3.1 ELECT A DIRECTOR Management For 3.2 ELECT A DIRECTOR Management For 3.3 ELECT A DIRECTOR Management For 3.4 ELECT A DIRECTOR Management For 3.5 ELECT A DIRECTOR Management For 3.6 ELECT A DIRECTOR Management For 3.7 ELECT A DIRECTOR Management For 3.8 ELECT A DIRECTOR Management For 3.9 ELECT A DIRECTOR Management For 4. APPROVE RETIREMENT BONUS FOR A RETIRING DIRECTOR; Management Against DUE TO THE ABOLISHMENT OF TH E RETIREMENT BONUS SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING DIRECTORS AND CORPORATE AUDITORS 5. APPROVE ISSUANCE OF SHARE PURCHASE WARRANTS TO Management Against A THIRD PARTY OR THIRD PARTIES ON FAVORABLE CONDITIONS - ----------------------------------------------------------------------------------------------------------------------------- ATOS ORIGIN MIX Meeting Date: 05/26/2005 Issuer: F06116101 ISIN: FR0000051732 BLOCKING SEDOL: 4818373, 5654781, 5656022, B07J8Z0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 03 JUN 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CAL LS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management THE CHAIRMAN OF THE SUPERVISOR Y BOARD, THE COMMENTS OF THE SUPERVISORY BOARD AND THE GENERAL REPORT OF THE S TATUTORY AUDITORS, APPROVE THE CONSOLIDATED AND FINANCIAL STATEMENTS AND THE B ALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING; DI SCHARGE THE EXECUTIVE COMMITTEE FOR THE PERFORMANCE OF ITS DUTIES DURING THE S AID FY O.2 APPROVE THAT, PURSUANT TO ARTICLE 39 OF THE AMENDED Management FINANCE LAW FOR 2004, TO T RANSFER THE AMOUNT OF EUR 25,297,038.18 POSTED TO THE SPECIAL RESERVE OF LONG- TERM CAPITAL GAINS TO THE OTHER RESERVES ACCOUNT; IT ALSO DECIDES TO DRAW THE AMOUNT OF EUR 619,925.95 CORRESPONDING TO THE EXTRAORDINARY TAX OF 2.5%, UPON THIS RESERVE, BY CREDITING THE RETAINED EARNINGS ACCOUNT O.3 APPROVES THE RECOMMENDATIONS OF THE EXECUTIVE Management COMMITTEE AND RESOLVES TO APPROP RIATE THE PROFITS AS FOLLOWS: PROFITS FOR THE FY: EUR 28,982,302.29; LEGAL RES ERVE: EUR 1,449,115.11, THUS AMOUNTING TO EUR 6,236,578.41; CARRY FORWARD ACCO UNT: EUR 27,533,187.18; THUS AMOUNTING TO EUR 154,066,119.77 IN ACCORDANCE WIT H THE REGULATIONS IN FORCE O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L. 225-86 AND SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE GM ON 04 JUN 2004, TO PURCHASE THE COMPANY S OWN SHARES, AS PER THE FOLLOWING C ONDITIONS: MAXIMUM PURCHASE PRICE: EUR 81.50, MAXIMUM NUMBER OF SHARES TO BE T RADED: 10% OF THE SHARE CAPITAL, MAXIMUM AMOUNT LIABLE TO BE USED FOR SUCH RE PURCHASES: EUR 547,360,112.00; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRE S AT THE END OF 18 MONTHS O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIDIER Management CHERPITEL AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DOMINIQUE Management BAZY AS A MEMBER OF THE S UPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PHILIPPE Management GERMOND AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. JEAN Management FRANCOIS THEODORE AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. DIETHART Management BREIPOHL AS A MEMBER OF TH E SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.11 APPROVE TO RESOLVES TO AWARD TOTAL ANNUAL FEES Management OF EUR 30,000.00. THIS DECISION CANCELS AND REPLACES RESOLUTION NUMBER 4 OF THE GENERAL MEETING OF 12 MAR 199 8 O.12 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE GM ON 24 FEB 2000, TO REDUCE THE SHARE CAPITAL BY CANCELING THE SHARES HELD BY T HE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITA L; AUTHORITY IS GIVEN FOR A PERIOD OF 5 YEARS E.13 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management FOR THE AUTHORITY, TO INCRE ASE IN ONE OR MORE TRANSACTIONS, WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL, BY WAY OF ISSUING NEW SHARES, BY WAY OF CAPITALIZING RETAINED EARNINGS, INCOME OR SHARE PREMIUM OR BY THE ISSUE OF BO NUS SHARES OR THE RAISE OF THE PAR VALUE OF THE EXISTING SHARES, BY WAY OF IS SUING SECURITIES, BY WAY OF ISSUING EQUITY WARRANTS; THE GLOBAL NOMINAL VALUE OF SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR 22,4 00,000.00; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1, 100,000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASUR ES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.14 AUTHORIZE THE EXECUTIVE COMMITTEE, IN SUBSTITUTION Management FOR THE AUTHORITY, TO INCR EASE IN ONE OR MORE TRANSACTIONS, WITHOUT THE SHAREHOLDERS PREFERRED SUBSCRIP TION RIGHTS, THE SHARE CAPITAL, BY WAY OF ISSUING NEW SHARES, BY WAY OF ISSUI NG SECURITIES, BY WAY OF ISSUING EQUITY WARRANTS; THE GLOBAL NOMINAL VALUE OF SHARES ISSUED UNDER THIS DELEGATION OF AUTHORITY SHALL NOT EXCEED EUR 22,400,0 00.00; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 1,100, 000,000.00; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES A ND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LI MIT OF 10% OF THE CAPITAL, BY WAY OF ISSUING NEW SHARES IN CONSIDERATION FOR T HE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURI TIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORIZE THE EXECUTIVE COM MITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES ; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS, AT ITS SOLE DISCRETION, BY WAY OF ISSUING NEW SHARES BY CASH A ND, IF THE CASE ARISES, THE ALLOCATION OF SHARES BY CASH AND IF THE CASE ARISE S, THE ALLOCATION OF SHARES FREE OF CHARGE OR OTHER SECURITIES GIVING ACCESS T O THE CAPITAL IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPAN Y SAVINGS PLAN OF ATOS ORIGIN AND , OR ITS SUBSIDIARIES; AN AMOUNT SHALL NOT E XCEED 10% OF THE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESS ARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS O.17 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S EXISTING ORDINARY SHARES TO BE ISSUED, IN FAVOUR OF THE COMPANY AN D ITS SUBSIDIARIES EMPLOYEES OR OFFICERS, PROVIDED THAT THEY SHALL NOT REPRES ENT MORE THAN 10% OF THE SHARE CAPITAL; AUTHORIZE THE EXECUTIVE COMMITTEE TO T AKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORI TY EXPIRES AT THE END OF 38 MONTHS E.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL OF THE COMPANY BY WAY OF ISSUING OF NEW SHARES RESERVED FOR ATO S ORIGIN EMPLOYEE INVESTMENT FUND; THESE CAPITAL INCREASE(S) SHALL GIVE RIGHT TO A MAXIMUM NUMBER OF NEW SHARES, WHICH SHALL NOT EXCEED 3,000,000 SHARES OF A PAR VALUE OF EUR 1.00 EACH; THE AMOUNT OF THE CAPITAL INCREASE RESULTING FRO M THIS RESOLUTION SHALL COUNT AGAINST THE CEILING SET FORTH IN RESOLUTION 16; AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES O.19 AMEND ARTICLES OF ASSOCIATION 19 RELATING TO Management THE AUTHORIZATION GIVEN TO THE EX ECUTIVE COMMITTEE O.20 AMEND THE ARTICLES OF ASSOCIATION 15 DELIBERATIONS Management AND 21 REGULATED AGREEME NTS O.21 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- BOC HONG KONG (HOLDINGS) LTD AGM Meeting Date: 05/26/2005 Issuer: Y0920U103 ISIN: HK2388011192 SEDOL: 6536112, B01XWZ6, B06MVT5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED CONSOLIDATED Management For FINANCIAL STATEMENTS AND THE REPO RTS OF THE DIRECTORS AND THE AUDITORS OF THE COMPANY FOR THE FYE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF HKD 0.395 PER SHARE Management For FOR THE YE 31 DEC 2004 3.1 RE-ELECT MR. SUN CHANGJI AS A DIRECTOR WHO RETIRES Management Against BY ROTATION, IN ACCORDANCE WITH ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 3.2 RE-ELECT MR. HUA QINGSHAN AS A DIRECTOR WHO RETIRES Management Against BY ROTATION, IN ACCORDANCE WITH ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 3.3 RE-ELECT MDM. ZHANG YANLING AS A DIRECTOR WHO Management Against RETIRES BY ROTATION, IN ACCORDAN CE WITH ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 3.4 RE-ELECT DR. FUNG VICTOR KWOK KING AS A DIRECTOR Management For WHO RETIRES BY ROTATION, IN A CCORDANCE WITH ARTICLE 98 OF THE COMPANY S ARTICLES OF ASSOCIATION 4. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For OF THE COMPANY AND AUTHORIZE THE BOARD OF DIRECTORS OR A DULY AUTHORISED COMMITTEE OF THE BOARD TO DETERMI NE THEIR REMUNERATION 5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT, ISSUE Management Against AND GRANT, DISTRIBUTE AND OTH ERWISE DEAL WITH ADDITIONAL SHARES, AND TO MAKE, ISSUE OR GRANT OFFERS, AGREEM ENTS AND OPTIONS, WARRANTS AND OTHER SECURITIES DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF: A) 20% OR, IN THE CASE OF ISSUE OF SHA RES SOLEY FOR CASH AND UNRELATED TO ANY ASSET ACQUISITION, 10% OF THE OF THE A GGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION; B) THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHA RE CAPITAL OF THE COMPANY PURCHASED BY THE COMPANY SUBSEQUENT TO THE PASSING O F THIS RESOLUTION UP TO A MAXIMUM EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF PASSING TH IS RESOLUTION OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE; OR II) THE EXERC ISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION RIGHTS UNDER THE TERMS OF ANY WARR ANTS ISSUED BY THE COMPANY OR ANY SECURITIES WHICH ARE CONVERTIBLE INTO SHARES ; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; OR IV) ANY SHARE OPTION S CHEME OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY LAW 6. AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For TO PURCHASE SHARES DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK EXCHANGE O R ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG CODE AND THE STOCK EXCHANG E, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING THE HONG K ONG CODE ON SHARE REPURCHASES AND THE RULES GOVERNING THE LISTING OF SECURITIE S ON THE STOCK EXCHANGE, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY O R THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS TO BE HELD BY LAW 7. APPROVE THE BOARD OF DIRECTORS, CONDITIONAL ON Management For THE PASSING OF RESOLUTION 5 AND 6, THE GENERAL MANDATE GRANTED TO ALLOT, ISSUE, GRANT, DISTRIBUTE OR OTHERWIS E DEAL WITH ADDITIONAL SHARES OF THE COMPANY PURSUANT TO RESOLUTIONS 5 AND TO ADD AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY PURCHA SED BY THE COMPANY, PURSUANT TO RESOLUTION 6, PROVIDED THAT SUCH AMOUNT DOES N OT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF T HE COMPANY AT THE DATE OF PASSING RESOLUTIONS 5 AND 6 - ----------------------------------------------------------------------------------------------------------------------------- CASINO GUICHARD PERRACHON MIX Meeting Date: 05/26/2005 Issuer: F14133106 ISIN: FR0000125585 BLOCKING SEDOL: 4178419, 5313446, 7164114, B02PRQ7, B043HV4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESEN TATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE F OLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWAR D VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INT ERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY , THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTO DIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTER MEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAI NS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A TRADE TR ANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTE R THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVI SES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, AD P HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW AC COUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLE MENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WIT H A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management AND THE GENERAL REPORT OF THE STA TUTORY AUDITORS, AND APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FO R THE FYE 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING; AN AMOUNT OF EUR 11,514,654.10 CORRESPONDING TO THE DIVIDENDS ALLOCATED, FOR THE FY 2003, TO TH E 5,811,095 ORDINARY SHARES AND 4,300 SHARES WITH PREFERRED DIVIDEND WITHOUT V OTING RIGHT HELD BY THE COMPANY ON 10 JUN 2004 ACCOUNT WILL BE TRANSFERRED TO THE RETAINED EARNINGS ACCOUNT; APPROVE TO CHARGE THE AMOUNT OF EUR 4,987,500.0 0 CORRESPONDING TO THE EXTRAORDINARY TAX IN ACCORDANCE WITH ARTICLE 39 OF THE AMENDED FINANCE LAW FOR 2004, TO THE RETAINED EARNINGS ACCOUNT O.2 APPROVES THE RECOMMENDATIONS OF THE BOARD OF Management DIRECTORS AND RESOLVES TO APPROPR IATE THE RESULT AS FOLLOWS: PROFITS FOR THE FISCAL YEAR: EUR 1,721,398,879.84; PRIOR RETAINED EARNINGS: EUR 523,277,953.27; DISTRIBUTABLE PROFITS: EUR 2,244 ,676,853.11; STATUTORY APPROPRIATION: PREFERRED DIVIDEND PERTAINING TO SHARES WITH NO VOTING RIGHT: EUR (-) 1,736,001.80; FIRST DIVIDEND PERTAINING TO ORDIN ARY SHARES: EUR -7,151,022.09; BALANCE: EUR 2,235,789,829.21; ADDITIONAL DIVID END: TO THE ORDINARY SHARES: EUR (-) 187,281,996.95; TO THE PREFERRED SHARES: EUR (-)30,336,536.92; ALLOCATION TO THE CARRY FORWARD ACCOUNT: EUR 2,018,171,2 95.35; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.08 PER ORDINARY S HARE AND EUR 2.12 PER SHARE WITH PREFERRED DIVIDEND WITH NO VOTING RIGHT, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WILL BE PAID ON 10 JUN 2005; IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT O.3 APPROVE THE DIVIDEND PAYMENT WILL BE CARRIED Management OUT IN CASH OR IN SHARES AS PER T HE FOLLOWING CONDITIONS: REINVESTMENT PERIOD WILL BE EFFECTIVE FROM 10 JUN 200 5 TO 08 JUL 2005; THE NEW SHARES WILL BEAR AN ACCRUING DIVIDEND AS OF 01 JAN 2005; AT THE CLOSE OF THE SUBSCRIPTION PERIOD, THE SHAREHOLDERS WILL RECEIVE T HE DIVIDEND PAYMENT IN CASH; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECE SSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.4 APPROVE THAT, PURSUANT TO ARTICLE 39 OF THE AMENDED Management FINANCE LAW FOR 2004, TO T RANSFER THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG -TERM CAPITAL GAINS TO THE OTHER RESERVES ACCOUNT. THE SPECIAL RESERVE OF LONG -TERM CAPITAL GAINS WILL SHOW A NEW CREDIT BALANCE OF EUR 56,342,032.74; AN AM OUNT OF EUR 4,987,500.00 CORRESPONDING TO THE EXTRAORDINARY TAX UPON THE SPECI AL RESERVE OF LONG-TERM CAPITAL GAINS WILL BE TRANSFERRED FROM THE OTHER RESER VES ACCOUNT TO THE RETAINED EARNINGS ACCOUNT O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-38 OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT AND THE AG REEMENTS REFERRED TO THEREIN O.6 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management AND THE STATUTORY AUDITORS, APPR OVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENT ED TO THE MEETING, SHOWING NET GROUP SHARE CONSOLIDATED INCOME OF EUR 488,147, 000.00 O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY OF THE GM ON 27 MAY 2004, TO PURCHASE COMPANY S ORDINARY SHARES OR SHARES WITH PREFERRED DIVIDEND WITH NO VOTING RIGHT ON THE OPEN MARKET, AS PER THE FOLLOWING CONDIT IONS: MAXIMUM PURCHASE PRICE: EUR 100.00 PER ORDINARY SHARE AND EUR 90.00 PER SHARE WITH PREFERRED DIVIDEND WITH NO VOTING RIGHT, MAXIMUM NUMBER OF SHARES T HAT MAY BE ACQUIRED: 10% OF THE TOTAL NUMBER OF ORDINARY SHARES OR WITH PREFER RED DIVIDEND WITH NO VOTING RIGHT, AND 10% OF THE NUMBER OF SHARES OF EACH CLA SS, MAXIMUM AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES: EUR 1,070,931,050.0 0; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPL ISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 18 MONTHS O.8 AUTHORIZE THE BOARD OF DIRECTORS DECIDE ON THE Management DISTRIBUTION OF ONE OR MORE INT ERIM DIVIDENDS FOR THE FYE 2005, AUTHORIZES THEIR PAYMENT EITHER IN CASH OR IN SHARES; THE SHARES TO BE SUBSCRIBED WILL BE ORDINARY SHARES WITH THE SAME CHA RACTERISTICS AND WILL BEAR THE SAME RIGHTS AS THE OLD SHARES; AUTHORIZE THE BO ARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY F ORMALITIES O.9 APPROVE TO RENEW THE TERM OF OFFICE OF THE FIRM Management FONCIERE EURIS AS DIRECTOR FOR A PERIOD OF 3 YEARS O.10 RATIFY THE APPOINTMENT OF THE FIRM FINATIS AS Management THE DIRECTOR, THUS REPLACING MR. CHRISTIAN COUVREUX FOR THE REMAINDER OF THE LATTER S TERM OF OFFICE, THAT IS UNTIL THE CLOSE OF THE OGM RULING ON THE FINANCIAL STATEMENTS FOR THE YEAR 200 5 E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management FOR THE AUTHORITY, TO INCREA SE IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FRANCE OR ABROAD, T HE SHARE CAPITAL , BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED SUBSCRI PTION RIGHTS MAINTAINED, SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL; TH E NOMINAL VALUE OF SECURITIES ISSUED SHALL NOT EXCEED EUR 150,000,000.00, IF T HEY REPRESENT A SHARE OF THE CAPITAL, AND EUR 2,000,000,000.00 IF THEY ARE DEB T SECURITIES APPROVES ALL THE TERMS OF THIS PROJECT AND THE VALUATION OF THE C ONTRIBUTIONS; NOTES THAT THIS AMALGAMATION-MERGER SHALL BE COMPLETED ON 26 MAY 2005 AND THAT CONSEQUENTLY, THE FIRM NOCEDEL SHALL BE DISSOLVED WITHOUT LIQUI DATION, SECURITIES; AUTHORIZES THE BOARD OF DIRECTORS, IN ORDER TO ALLOW THE S ECURITIES HOLDERS TO EXERCISE THEIR RIGHT TO THE ALLOCATION OF COMPANY S NEW S HARES, TO INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,00 0,000.00; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONT HS E.12 AUTHORIZE THE BOARD OF DIRECTORS, TO INCREASE Management IN ONE OR MORE TRANSACTIONS AT I TS SOLE DISCRETION, IN FRANCE OR ABROAD, THE SHARE CAPITAL BY WAY OF ISSUING, WITHOUT THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS, SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL; THE NOMINAL VALUE OF SECURITIES ISSUED SHALL NOT EXCEED EUR 150,000,000.00, IF THEY REPRESENT A SHARE OF CAPITAL, AND EUR 2,00 0,000,000.00 IF THEY ARE DEBT SECURITIES; AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO ALLOW THE SECURITIES HOLDERS TO EXERCISE THEIR RIGHT TO THE ALLOCATIO N OF COMPANY S NEW SHARES, TO INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,000,000.00; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NEC ESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES A T THE END OF 26 MONTHS O.13. AUTHORIZE THE BOARD OF DIRECTORS, WITHIN THE Management LIMIT OF 10% OF THE COMPANY S SHA RE CAPITAL PER YEAR, TO SET THE ISSUE PRICE OF THE ORDINARY SHARES OR SECURITI ES TO BE ISSUED IN ACCORDANCE WITH RESOLUTION NUMBER 12 OF THE PRESENT MEETING AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS DETERMINED BY THE GENERAL MEE TING O.14 APPROVE TO RESOLVE THAT THE BOARD OF DIRECTORS Management MAY DECIDE TO INCREASE, IN ACCO RDANCE WITH THE ISSUE SET FORTH IN RESOLUTION NUMBER 11 AND 12, THE NUMBER OF SHARE AND SECURITIES O BE ISSUED IN THE EVENT OF EXCESS APPLICATIONS, WITHIN T HE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE SAME PRICE AS THE INITIAL ISSU E E.15 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management INCREASE THE SHARE CAPITAL, IN ON E OR MORE TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 150,000,000.00 BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR O THER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES OR THE RAISE OF T HE PAR VALUE OF THE EXISTING SHARES; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EX PIRES AT THE END OF 26 MONTHS O.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, WITHIN THE LIM IT OF 10% OF THE COMPANY CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTION FOR TH E IN KIND GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURIT IES GIVING ACCESS TO SHARE CAPITAL; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE A LL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXP IRES AT THE END OF 26 MONTHS E.17 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management ONE OR MORE TRANSACTIONS, IN FRA NCE OR ABROAD, SECURITIES GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES; T HE NOMINAL VALUE OF SECURITIES TO BE ISSUED SHALL NOT EXCEED EUR 2,000,000,000 .00, THIS AMOUNT IS INDEPENDENT OF THE AMOUNT SET FORTH IN RESOLUTION NUMBER 1 1 AND 12; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONT HS E.18 APPROVE THAT THE OVERALL NOMINAL AMOUNT PERTAINING Management TO THE CAPITAL INCREASE OUT WITH THE USE OF THE DELEGATIONS GIVEN BY RESOLUTIONS NUMBER 11 AND 12 SHALL N OT EXCEED EUR 150,000,000.00; THE ISSUE OF DEBT SECURITIES TO BE CARRIED OUT W ITH THE USE OF THE DELEGATION GIVEN BY RESOLUTION NUMBER 11 AND 12 SHALL NOT E XCEED EUR 2,000,000,000.00 E.19 AUTHORIZE THE COMPANY OR THE COMPANIES WHICH Management OWN, DIRECTLY OR INDIRECTLY OVER HALF OF CASINO, GUICHARD - PERRACHON S CAPITAL, TO ISSUE SHARES OR SECURITIES GIVING RIGHT TO THE ALLOCATION OF THE COMPANY S EXISTING SHARES; AUTHORITY EX PIRES AT THE END OF 26 MONTHS O.20 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management OR SECURITIES GIVING ACCESS T O THE COMPANY S SHARE CAPITAL, IN CONSIDERATION FOR SECURITIES TENDERED IN A P UBLIC EXCHANGE OFFER INITIATED BY THE COMPANY CONCERNING THE SHARES OF ANOTHER COMPANY; THE NOMINAL VALUE OF SECURITIES ISSUED SHALL NOT EXCEED EUR 150,000, 000.00; IF THEY REPRESENT A SHARE OF THE CAPITAL AND EUR 2,000,000,000.00 IF T HEY ARE DEBT SECURITIES; AUTHORIZE THE BOARD OF DIRECTORS, IN ORDER TO ALLOW T HE SECURITIES HOLDERS TO EXERCISE THEIR RIGHT TO THE ALLOCATION OF COMPANY S N EW SHARES, TO INCREASE THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 15 0,000,000.00; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S EMPLOYEES WH O ARE MEMBERS OF A COMPANY SAVINGS PLAN; FOR A TOTAL NUMBER OF ORDINARY SHARES TO BE ISSUED WHICH SHALL NOT EXCEED 5% OF THE TOTAL NUMBER OF SHARES IN THE C OMPANY; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND AC COMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 26 MONTHS E.22 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYEE S OR THE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED THAT THEY SHAL L NOT REPRESENT MORE THAN 2% OF THE SHARE CAPITAL; AUTHORIZE THE BOARD OF DIRE CTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AT THE END OF 38 MONTHS E.23 ACKNOWLEDGE THE AMALGAMATION - MERGER PROJECT Management AS PER THE PRIVATE DEED SIGNED O N 18 APR 2005 OF NOCEDEL BY CASINO, GUICHARD-PERRACHON DATED 26 MAY 2005; APPR OVE ALL THE TERMS OF THE PROJECT AND THE VALUATION OF THE CONTRIBUTIONS, NOTES THAT THIS AMALGAMATION - MERGER SHALL BE COMPLETED ON 26 MAY 2005 AND THAT , THE FIRM NOCEDEL SHALL BE DISSOLVED WITHOUT LIQUIDATION; APPROVE THE RATIO OF EXCHANGE OF 10 CASINO, GUICHARD - PERRACHON SHARES FOR 1 NOCEDEL SHARE; IN CON SIDERATION FOR THIS CONTRIBUTION, CASINO, GUICHARD - PERRACHON WILL ISSUE 30 S HARES OF EUR 1.53 EACH, FOR AN AGGREGATE AMOUNT OF EUR 45.90, WITH A MERGER PR EMIUM OF EUR 2,380.74 THESES SHARES SHALL BE ALLOTTED TO THE SHAREHOLDERS OF T HE FIRM NOCEDEL; THE MERGER PREMIUM SHALL BE REGISTERED IN A SPECIAL ACCOUNTIN THE BALANCE SHEET LIABILITIES OF CASINO, GUICHARD - PERRACHON AND SHALL RECEI VE ANY ALLOCATION DECIDED BY THE SHAREHOLDERS E.24 ACKNOWLEDGE THE AMALGAMATION - MERGER PROJECT Management AS PER THE PRIVATE DEED SIGNED O N 18 APR 2005 OF KAMILI BY CASINO, GUICHARD - PERRACHON DATED 26 MAY 2005; APP ROVE THE TERMS OF THIS PROJECT AND THE VALUATION OF THE CONTRIBUTIONS; NOTES T HAT THIS AMALGAMATION - MERGER SHALL BE COMPLETED ON 26 MAY 2005 AND THAT CONS EQUENTLY, THE FIRM KAMILI SHALL BE DISSOLVED WITHOUT LIQUIDATION; APPROVE THE RATIO OF EXCHANGE OF 25 CASINO, GUICHARD - PERRACHON SHARES FOR 1 KAMILI SHARE S, IN CONSIDERATION FOR THIS CONTRIBUTION, CASINO, GUICHARD - PERRACHON WILL I SSUE 25 SHARES OF EUR 1.53 EACH, FOR AN AGGREGATE AMOUNT OF EUR 38.25 WITH THE MERGER PREMIUM OF EUR 1,505.98; THSES SHARES SHALL BE ALLOTTED TO THE SHAREHO LDERS OF THE FIRM KAMILI; THE MERGER PREMIUM SHALL BE REGISTERED IN A SPECIAL ACCOUNT IN THE BALANCE SHEET LIABILITIES OF CASINO GUICHARD - PERRACHON AND SH ALL RECEIVE ANY ALLOCATION DECIDED BY THE SHAREHOLDERS E.25 APPROVE THAT, PURSUANT TO THE ADOPTION OF RESOLUTION Management NUMBERED E.23 AND E.24, T HE CAPITAL WILL BE INCREASED OF EUR 84.15 THROUGH THE CREATION OF 55 SHARES OF A PAR VALUE OF EUR 1.53 AND CONSEQUENTLY, AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: ARTICLE 6 CAPITAL STOCK THE SHARE CAPITAL IS SET AT EUR 166,167, 216.72 AND IS DIVIDED INTO 108,606,024 SHARES, OF A PAR VALUE OF EUR 1.53 EACH AND FULLY PAID IN 93,477,468 ARE ORDINARY SHARES AND 15,128,556 ARE SHARES W ITH PREFERRED DIVIDEND WITH NO VOTING RIGHT O.26 APPROVE TO BRING THE ARTICLES OF ASSOCIATION Management INTO CONFORMITY WITH THE NEW PROV ISIONS RESULTING FROM THE ORDER NUMBER 2004-604 OF 24 JUN 2004 CONCERNING THE SECURITIES REFORM AND AMEND ARTICLES OF ASSOCIATION NUMBER 7 CAPITAL INCREAS E ; NUMBER 9 PAYING UP OF SHARES ; NUMBER 10 OWNERSHIP AND FORM OF SHARES-TR ANSFERS ; NUMBER11 IDENTIFICATION OF THE SHAREHOLDERS ; AND NUMBER 30 EGM E.27 AUTHORIZE THE BOARD OF DIRECTORS THE POWER TO Management ISSUE BONDS AND DEBT SECURITIES AND CANCEL THE SEVENTH HYPHEN OF THE FIRST PARAGRAPH OF ARTICLE OF ASSOCIATION NUMBERED 29 RELATING TO THE POWERS OF THE OGM - ----------------------------------------------------------------------------------------------------------------------------- COOKSON GROUP PLC AGM Meeting Date: 05/26/2005 Issuer: G24108204 ISIN: GB0031852618 SEDOL: 3185261, B02S874 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE AUDITED Management For ACCOUNTS OF THE COMPANY FO R THE YE 31 DEC 2004 2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For 3. RE-ELECT MR. G.C. COZZANI AS A DIRECTOR OF THE Management For COMPANY 4. RE-ELECT MR. B.W. PERRY AS A DIRECTOR OF THE COMPANY Management For 5. RE-ELECT MR. D.H. MILLARD AS A DIRECTOR OF THE Management For COMPANY 6. ELECT MR. N.R. SALMON AS A DIRECTOR OF THE COMPANY Management For 7. ELECT MR. J.P. OOSTERVELD AS A DIRECTOR OF THE Management For COMPANY 8. ELECT MR. J.G. SUSSENS AS A DIRECTOR OF THE COMPANY Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For COMPANY TO HOLD OFFICE FROM TH E CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING O F THE COMPANY AT WHICH ACCOUNTS ARE LAID 10. AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 9 ABOVE, TO DETE RMINE THE AUDITOR S REMUNERATION 11. APPROVE TO RENEW THE AUTHORITY CONFERRED BY PARAGRAPH Management For 9.2 OF THE ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION FOR THE PERIOD ENDING ON THE DATE OF THE COMPANY S AGM IN 2006 OR 25 AUG 2006, WHICHEVER IS THE EARLIER, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 6,322,066 S.12 APPROVE TO RENEW THE AUTHORITY CONFERRED BY PARAGRAPH Management For 9.3 OF THE ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION FOR THE PERIOD ENDING ON THE DATE OF THE COMPANY S AGM IN 2006 OR 25 AUG 2006, WHICHEVER IS THE EARLIER, AND FOR SUCH PERIOD THE SECTION 89 AMOUNT SHALL BE GBP 948,310 S.13 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 6 Management For OF THE ARTICLES OF ASSOCIATION AN D FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PUR CHASES SECTION 163 OF THE SAID ACT , SUBJECT TO RESOLUTION 15 BECOMING WHOLLY UNCONDITIONAL AND EFFECTIVE, OF UP TO MAXIMUM NUMBER OF 18,966,197 ORDINARY S HARES OF 10P AT A MINIMUM PRICE OF 10P EACH IN THE CAPITAL OF THE COMPANY OR I F RESOLUTION 15 DOES NOT BECOME WHOLLY UNCONDITIONAL AND EFFECTIVE, 189,661,97 8 ORDINARY SHARES OF 1P AT A MINIMUM PRICE OF 1P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHAN GE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER ON THE DATE OF AGM OR 25 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY , MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTE D WHOLLY OR PARTLY AFTER SUCH EXPIRY 14. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For 347C OF THE COMPANIES ACT 19 85 TO: A) TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS NOT EXCEEDING GBP 50 ,000 IN TOTAL; AND B) TO INCUR EU POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,0 00 IN TOTAL, DURING THE PERIOD FROM THE DATE OF THIS RESOLUTION TO THE DATE AT THE AGM IN 2006 OR 25 AUG 2006 15. AUTHORIZE THE COMPANY, SUBJECT TO AND CONDITIONAL Management For UPON ADMISSION OF THE NEW OR DINARY SHARES TO THE OFFICIAL LIST OF THE UNITED KINGDOM LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE BECOMING EFFECTIVE, ALL OF THE ORDINA RY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY THE ORDINARY SHARES WHI CH AT THE CLOSE OF BUSINESS ON 28 MAY 2005 OR SUCH OTHER TIME AND DATE AS THE DIRECTORS OF THE COMPANY MAY DETERMINE : A) IN THE CASE OF ALL ORDINARY SHARE S THAT ARE UNISSUED, BE CONSOLIDATED INTO NEW ORDINARY SHARES OF 10P EACH IN T HE CAPITAL OF THE COMPANY EACH AN UNISSUED NEW ORDINARY SHARE ON THE BASIS AT 10 ORDINARY SHARES FOR 1 UNISSUED NEW ORDINARY SHARE, PROVIDED THAT WHERE SUCH CONSOLIDATION RESULTS IN A FRACTION OF AN UNISSUED NEW ORDINARY SHARE, TH AT NUMBER OF ORDINARY SHARES WHICH WOULD OTHERWISE CONSTITUTE SUCH FRACTION SH ALL, IN ORDER THAT THE NOMINAL VALUE IN POUNDS STERLING OF THE COMPANY S AUTHO RIZED SHARE CAPITAL IS A WHOLE NUMBER, BE CANCELLED PURSUANT TO SECTION 121 (2 )(E) OF THE COMPANIES ACT 1985; AND B) IN THE CASE OF ALL ORDINARY SHARES THAT ARE IN ISSUE, BE CONSOLIDATED INTO NEW ORDINARY SHARES OF 10P EACH IN THE CAP ITAL OF THE COMPANY EACH A NEW ORDINARY SHARE ON THE BASIS OF 10 ORDINARY SHARES FOR 1 NEW ORDINARY SHARE, PROVIDED THAT, WHERE SUCH CONSOLIDATION RESUL TS IN ANY MEMBER BEING ENTITLED TO A FRACTION OF A NEW ORDINARY SHARE, SUCH FR ACTION SHALL, SO FAR AS POSSIBLE, BE AGGREGATED WITH THE FRACTIONS OF A NEW OR DINARY SHARE TO WHICH OTHER MEMBERS OF THE COMPANY MAY BE ENTITLED AND THE DIR ECTORS OF THE COMPANY BE AND ARE HEREBY AUTHORIZED TO SELL OR APPOINT ANY OTH ER PERSON TO SELL TO ANY PERSON ON BEHALF OF THE RELEVANT MEMBERS, ALL THE NE W ORDINARY SHARES REPRESENTING SUCH FRACTIONS AT THE BEST PRICE REASONABLY OBT AINABLE TO ANY PERSON, AND TO DISTRIBUTE THE PROCEEDS OF SALE NET OF EXPENSES IN DUE PROPORTION AMONG THE RELEVANT MEMBERS ENTITLED THERETO SAVE THAT ANY FRACTION OF A PENNY WHICH WOULD OTHERWISE BE PAYABLE SHALL BE ROUNDED UP OR D OWN IN ACCORDANCE WITH THE USUAL PRACTICE OF THE REGISTRAR OF THE COMPANY AND THAT ANY DIRECTOR OF THE COMPANY OR ANY PERSON APPOINTED BY THE DIRECTORS OF THE COMPANY) SHALL BE AND IS HEREBY AUTHORIZED TO EXECUTE AN INSTRUMENT OF TR ANSFER IN RESPECT OF SUCH SHARES ON BEHALF OF THE RELEVANT MEMBERS AND TO DO A LL ACTS AID THINGS THE DIRECTORS CONSIDER NECESSARY OR EXPEDIENT TO EFFECT THE TRANSFER OF SUCH SHARES TO, OR IN ACCORDANCE WITH THE DIRECTIONS OF, ANY BUYE R OF ANY SUCH SHARES - ----------------------------------------------------------------------------------------------------------------------------- DAIMARU INC, TOYKO AGM Meeting Date: 05/26/2005 Issuer: J10248102 ISIN: JP3499000002 SEDOL: 6250768 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 4, FINAL JY 5, SPECIAL JY 0 2 AMEND ARTICLES TO: EXPAND BUSINESS LINES Management For 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 3.3 ELECT DIRECTOR Management For 3.4 ELECT DIRECTOR Management For 3.5 ELECT DIRECTOR Management For 3.6 ELECT DIRECTOR Management For 3.7 ELECT DIRECTOR Management For 4 APPROVE EXECUTIVE STOCK OPTION PLAN Management For - ----------------------------------------------------------------------------------------------------------------------------- ELAN CORP PLC AGM Meeting Date: 05/26/2005 Issuer: G29539106 ISIN: IE0003072950 SEDOL: 0307295, 4305507, B014WD7, B01ZKK3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For FOR THE YE 31 DEC 2003 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON 2. RE-ELECT DR. ALAN GILLESPIE AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES FROM THE BOARD BY ROTATION 3. RE-ELECT MS. ANN MAYNARD GRAY AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES FROM T HE BOARD BY ROTATION 4. RE-ELECT MR. KIERAN MCGOWAN AS A DIRECTOR OF Management For THE COMPANY, WHO RETIRES FROM THE BOARD BY ROTATION 5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 6. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY TO ALLOT A ND ISSUE ALL RELEVANT SECURITIES SECTION 20 OF THE COMPANIES (AMENDMENT) ACT 1983 UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE AUTHORIZED BUT UNISSUED S HARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES ON 25 MAY 2010 ; AND THE DIREC TORS MAY ALLOT AND ISSUE SUCH SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.7 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 5 AND PURSUANT T O SECTION 24 OF THE COMPANIES (AMENDMENT) ACT 1983 TO ALLOT SECURITIES SECTIO N 23 OF THAT ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY THE SAID RES OLUTION 6 AS IF SUB-SECTION (L) OF THE SAID SECTION 23 DID NOT APPLY TO ANY SU CH ALLOTMENT PROVIDED THAT THE POWER CONFERRED BY THIS RESOLUTION; AUTHORITY EXPIRES EARLIER AT THE CLOSE OF BUSINESS DATE OF THE NEXT AGM OF THE COMPANY O R 25 AUG 2005 ; AND (II) THE AMOUNT OF SUCH ALLOTMENT SHALL NOT EXCEED 40 MILL ION SHARES; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH E XPIRY S.8 AUTHORIZE THE COMPANY, SUBJECT TO THE PROVISIONS Management For OF THE COMPANIES ACT, 1990 T HE 1990 ACT AND, IN PARTICULAR, PART XL THEREOF, THE COMPANY AND/OR ANY SUBSI DIARY SECTION 155 OF THE COMPANIES ACT, 1963 OF THE COMPANY TO MAKE MARKET P URCHASES SECTION 212 OF THE 1990 ACT OF SHARES OF ANY CLASS OF THE COMPANY SHARES ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER AS THE DIRECTORS MAY F ROM TIME TO TIME DETERMINE BUT SUBJECT TO THE PROVISIONS OF THE 1990 ACT AND T HE FOLLOWING RESTRICTIONS AND PROVISIONS: A) THE MINIMUM PRICE WHICH MAY BE PA ID FOR ANY SHARES SHALL BE THE NOMINAL VALUE THEREOF; B) THE MAXIMUM PRICE WHI CH MAY BE PAID FOR ANY SHARE RELEVANT SHARE SHALL BE THE HIGHER OF THE NOMIN AL VALUE THEREOF AND AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE RELEVANT PR ICES OF THE SHARES OF THE SAME CLASS AS THE RELEVANT SHARE IN RESPECT OF EACH OF THE 5 TRADING DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE RELEVANT SHAR E IS PURCHASED; C) THE AGGREGATE NOMINAL VALUE OF THE SHARES PURCHASED UNDER T HIS RESOLUTION MUST NOT EXCEED 15% OF THE AGGREGATE NOMINAL VALUE OF THE ISSUE D SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES EARLIER AT THE CLOSE OF BUS INESS DATE OF THE NEXT AGM OF THE COMPANY OR 25 NOV 2005 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.9 APPROVE, SUBJECT TO THE PROVISIONS OF THE COMPANIES Management For ACT, 1990 THE 1990 ACT I NCLUDING, IN PARTICULAR, PART XI THEREOF, FOR THE PURPOSES OF SECTION 209 OF T HE 1990 ACT THE RE-ISSUE PRICE RANGE AT WHICH ANY TREASURY SHARES SECTION 209 FOR THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED OFF-MARKET SHALL BE AS FOLLOWS: A) THE MAXIMUM PRICE AT WHICH A TREASURY SHARE MAY BE RE-ISSUED OF F-MARKET SHALL BE AN AMOUNT EQUAL TO 120% OF THE RELEVANT PRICE; AND B) THE MI NIMUM PRICE AT WHICH A TREASURY SHARE MAY BE RE-ISSUED OFF-MARKET SHALL BE AN AMOUNT EQUAL TO 95% OF THE RELEVANT PRICE, PROVIDED THAT NO TREASURY SHARE SHA LL BE RE-ISSUED AT LESS THAN THE NOMINAL VALUE THEREOF; AND AUTHORITY EXPIRES EARLIER AT THE CLOSE OF BUSINESS DATE OF THE NEXT AGM OF THE COMPANY OR 25 NO V 2006 , IN ACCORDANCE WITH THE PROVISIONS OF SECTION 209 OF THE 1990 ACT - ----------------------------------------------------------------------------------------------------------------------------- ENDESA SA, MADRID OGM Meeting Date: 05/26/2005 Issuer: E41222113 ISIN: ES0130670112 SEDOL: 2615424, 4315368, 5271782, 5285501, 5788806, B0389N6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 27 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. EXAMINATION AND APPROVAL, AS THE CASE MAY BE, Management For OF THE ANNUAL ACCOUNTS (BALANCE SHEET, INCOME STATEMENT AND ANNUAL REPORT) AND OF THE MANAGEMENT REPORT OF THE COMPANY AND ITS CONSOLIDATED GROUP, FOR THE FISCAL YEAR ENDING DECEMBER 31, 2 004, AS WELL AS OF THE CORPORATE MANAGEMENT DURING SAID FISCAL YEAR. TO APPRO VE THE ANNUAL ACCOUNTS (BALANCE SHEET, INCOME STATEMENT AND ANNUAL REPORT) OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004, AS WELL AS THE CORPORATE MANAGEMENT FOR THE SAID FISCAL YEAR. 2. APPLICATION OF FISCAL YEAR EARNINGS AND DIVIDEND Management For DISTRIBUTION. TO APPROVE THE APPLICATION OF THE FISCAL YEAR EARNINGS AND DIVIDEND DISTRIBUTION PROPOSED BY THE BOARD OF DIRECTORS, IN SUCH A MANNER THAT THE PROFIT FOR FISCAL YEAR 2004 , AMOUNTING TO 841,108,763.37 EUROS, TOGETHER WITH THE RETAINED EARNINGS FROM FISCAL YEAR 2003, AMOUNTING TO 153,426,415.62 EUROS, AND WHICH ADD UP TO A TOT AL OF 994,535,178.99 EUROS, IS DISTRIBUTED AS FOLLOWS: - TO DIVIDEND (MAXIMUM AMOUNT TO BE DISTRIBUTED PERTAINING TO 0.7382 EUROS/SHARE FOR ALL 1,058,752,11 7 SHARES) 781,570,812.77 EUROS - TO RETAINED EARNINGS 212,964,366.22 EUROS TOT AL 994,535,178.99 EUROS IT IS EXPRESSLY RESOLVED TO PAY THE SHARES ENTITLED TO DIVIDENDS, THE GROSS SUM OF 0.738 EUROS PER SHARE. THE DIVIDEND PAYMENT SHALL BE MADE AS FROM JULY 1, 2005, THROUGH THE BANKS AND FINANCIAL INSTITUTIONS TO BE ANNOUNCED AT THE APPROPRIATE TIME, DEDUCTING FROM THE AMOUNT THEREOF THE G ROSS SUM OF 0.272 EUROS PER SHARE, PAID AS AN INTERIM DIVIDEND ON JANUARY 3, 2 005 BY VIRTUE OF A RESOLUTION OF THE BOARD OF DIRECTORS DATED OCTOBER 26, 2004 . 3. APPOINTMENT OF AUDITORS FOR THE COMPANY AND ITS Management For CONSOLIDATED GROUP. TO APPOIN T AS AUDITORS FOR FISCAL YEAR 2005 THE PRESENT EXTERNAL AUDITOR DELOITTE S.L., FOR BOTH ENDESA, S.A. AS WELL AS FOR ITS CONSOLIDATED GROUP. TO CONTRACT WITH THE SAID COMPANY THE EXTERNAL AUDIT OF THE ACCOUNTS OF ENDESA, S.A. AND OF IT S CONSOLIDATED GROUP, FOR FISCAL YEAR 2005, DELEGATING TO THE BOARD OF DIRECTO RS, IN THE BROADEST TERMS, THE DETERMINATION OF THE FURTHER CONDITIONS OF THIS CONTRACTING. 4. AUTHORIZATION FOR THE COMPANY AND ITS SUBSIDIARIES Management For TO BE ABLE TO ACQUIRE TREAS URY STOCK IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 75 AND ADDITIONAL PROVI SION ONE OF THE SPANISH CORPORATIONS LAW ( LEY DE SOCIEDADES ANONIMAS ). TO RE VOKE AND MAKE VOID, AS TO THE UNUSED PORTION, THE AUTHORIZATION FOR THE DERIVA TIVE ACQUISITION OF TREASURY STOCK, GRANTED BY THE ANNUAL GENERAL SHAREHOLDERS MEETING HELD ON APRIL 2, 2004. TO ONCE AGAIN AUTHORIZE THE DERIVATIVE ACQUIS ITION OF TREASURY STOCK, AS WELL AS THE PRE-EMPTIVE RIGHTS OF FIRST REFUSAL IN RESPECT THERETO, IN ACCORDANCE WITH ARTICLE 75 OF THE SPANISH CORPORATIONS LA W ( LEY DE SOCIEDADES ANONIMAS ), UNDER THE FOLLOWING CONDITIONS: A) ACQUISITI ONS MAY BE MADE THROUGH ANY MEANS LEGALLY ACCEPTED, EITHER DIRECTLY BY ENDESA, S.A. ITSELF, BY THE COMPANIES OF ITS GROUP, OR BY AN INTERMEDIARY PERSON, UP TO THE MAXIMUM FIGURE PERMITTED BY LAW. B) ACQUISITIONS SHALL BE MADE AT A MIN IMUM PRICE PER SHARE OF THE PAR VALUE AND A MAXIMUM EQUAL TO THEIR TRADING VAL UE PLUS AN ADDITIONAL 5%. C) THE DURATION OF THIS AUTHORIZATION SHALL BE 18 MO NTHS. 5. DELEGATION TO THE BOARD OF DIRECTORS OF THE AUTHORITY Management For TO RESOLVE A SHARE CAPIT AL INCREASE, UP TO THE MAXIMUM PROVIDED BY LAW, WITH THE POSSIBILITY OF EXCLUD ING THE PRE-EMPTIVE RIGHT OF FIRST REFUSAL. TO EMPOWER THE BOARD OF DIRECTORS, AS AMPLY AS IS LEGALLY NECESSARY IN ORDER THAT, IN ACCORDANCE WITH THE PROVIS IONS OF ARTICLE 153.1.B) OF THE SPANISH CORPORATIONS LAW ( LEY DE SOCIEDADES A NONIMAS ), IT MAY INCREASE THE SHARE CAPITAL, IN ONE OR MORE TIMES, AND AT ANY TIME PRIOR TO FIVE YEARS FROM THE DATE OF THIS GENERAL MEETING LAPSING, IN TH E MAXIMUM AMOUNT OF 635,251,270.20 EUROS, EQUIVALENT TO 50% OF THE FIGURE OF S HARE CAPITAL AS AT THE DATE HEREOF, THROUGH THE ISSUANCE OF NEW SHARES - VOTIN G OR NON-VOTING, CALLABLE OR NON-CALLABLE - THE CONSIDERATION FOR THE NEW SHAR ES TO BE ISSUED CONSISTING OF MONETARY CONTRIBUTIONS, WITH THE POWER TO SET TH E TERMS AND CONDITIONS OF THE CAPITAL INCREASE AND THE CHARACTERISTICS OF THE SHARES - WITHIN THE LIMITS APPLICABLE BY LAW AND BY THE BYLAWS - AS WELL AS TO FREELY OFFER THE NEW UNSUBSCRIBED SHARES WITHIN A PERIOD OR PERIODS OF PREFER RED SUBSCRIPTION, AND TO ESTABLISH THAT, IN CASE OF INCOMPLETE SUBSCRIPTION, T HE CAPITAL WILL BE INCREASED ONLY BY THE AMOUNT OF SUBSCRIPTIONS MADE. FURTHER MORE, THE BOARD OF DIRECTORS IS EMPOWERED TO EXCLUDE THE PRE-EMPTIVE RIGHT OF FIRST REFUSAL IN THE TERMS OF ARTICLE 159 OF THE SPANISH CORPORATIONS LAW ( LE Y DE SOCIEDADES ANONIMAS ) AND TO APPLY FOR ADMISSION TO TRADING OF THE NEW SH ARES TO BE ISSUED ON THE STOCK EXCHANGES. 6. DELEGATION TO THE BOARD OF DIRECTORS FOR A PERIOD Management For OF FIVE YEARS OF THE AUTHORI TY TO ISSUE SIMPLE, NON-CONVERTIBLE BONDS, PREFERENCE SHARES, PROMISSORY NOTES AND OTHER FIXED INCOME SECURITIES OF AN ANALOGOUS NATURE AND TO GUARANTEE THO SE ISSUED BY SUBSIDIARY COMPANIES, AS WELL AS TO RESOLVE THE APPLICATION FOR A DMISSION TO TRADING OF THE SECURITIES ISSUED ON SECONDARY MARKETS. TO DELEGATE TO THE BOARD OF DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 319 O F THE MERCANTILE REGISTRY REGULATIONS AND THE GENERAL SCHEME FOR BOND ISSUES, AND WITH EXPRESS POWERS OF SUBSTITUTION IN THE EXECUTIVE COMMITTEE, THE AUTHOR ITY TO ISSUE SECURITIES IN ACCORDANCE WITH THE FOLLOWING CONDITIONS: 1. THE SE CURITIES ISSUED MAY BE SIMPLE, NON-CONVERTIBLE BONDS, PREFERENCE SHARES, PROMI SSORY NOTES AND OTHER FIXED INCOME SECURITIES. 2. THE ISSUANCE THEREOF MAY BE CARRIED OUT ON ONE OR MORE OCCASIONS WITHIN THE MAXIMUM PERIOD OF FIVE (5) YEA RS FROM THE DATE OF ADOPTION OF THIS RESOLUTION. 3. THE DELEGATION TO ISSUE TH E AFOREMENTIONED SECURITIES SHALL EXTEND TO SETTING THE VARIOUS ASPECTS AND CO NDITIONS OF EACH ISSUE (FACE OR PAR VALUE, TYPE OF ISSUE, REDEMPTION PRICE, IN TEREST RATE, REDEMPTION, ISSUE GUARANTEES, ADMISSION TO TRADING, ETC.). THE DE LEGATION TO ISSUE SECURITIES GRANTED BY THE ANNUAL GENERAL SHAREHOLDERS MEETI NG OF MAY 10, 2002 IS HERETOFORE MADE NULL AND VOID. TO APPLY FOR ADMISSION TO TRADING ON OFFICIAL OR UNOFFICIAL SECONDARY MARKETS, WHETHER OR NOT ORGANIZED , WHETHER DOMESTIC OR FOREIGN, OF THE BONDS OR OTHER SECURITIES TO BE ISSUED B Y ENDESA S.A. BY VIRTUE OF THIS DELEGATION, EMPOWERING THE BOARD, WITH EXPRESS AUTHORIZATION FOR SUBSTITUTION IN FAVOR OF THE EXECUTIVE COMMITTEE, TO CARRY OUT THE NECESSARY FORMALITIES AND ACTIONS FOR THE ADMISSION TO TRADING BEFORE THE COMPETENT BODIES OF THE VARIOUS DOMESTIC OR FOREIGN SECURITIES MARKETS. TO AUTHORIZE THE BOARD OF DIRECTORS, WITH EXPRESS AUTHORIZATION FOR SUBSTITUTION IN FAVOR OF THE EXECUTIVE COMMITTEE, TO GRANT GUARANTEES ON THE ABOVE SECURIT IES ISSUES, CARRIED OUT BY COMPANIES BELONGING TO THE COMPANY S CONSOLIDATION GROUP. FOR THE PURPOSE OF THE PROVISIONS OF ARTICLE 27 OF THE SECURITIES EXCHA NGE REGULATIONS, IT IS HEREBY EXPRESSLY STATED FOR THE RECORD THAT, IN THE EVE NT THAT THE DELISTING OF THE SECURITIES ISSUED BY VIRTUE OF THIS DELEGATION IS SUBSEQUENTLY APPLIED FOR, THE LATTER SHALL BE ADOPTED WITH THE SAME FORMALITI ES AS REFERRED TO IN THE SAID ARTICLE AND, IN SUCH CASE, THE INTEREST OF THE S HAREHOLDERS OR BONDHOLDERS WHO OBJECT TO OR DO NOT VOTE FOR THE RESOLUTION SHA LL BE GUARANTEED, COMPLYING WITH THE REQUISITES ESTABLISHED BY THE SPANISH COR PORATIONS LAW ( LEY DE SOCIEDADES ANONIMAS ) AND ANCILLARY PROVISIONS, ALL OF WHICH IN ACCORDANCE WITH THE PROVISIONS OF THE SAID SECURITIES EXCHANGE REGULA TIONS, THE SECURITIES MARKET ACT AND PROVISIONS IMPLEMENTING SAME. 7. RE-ELECTION OF DIRECTORS. NOTE: THE PROPOSAL Management For FOR RE-ELECTION OF DIRECTORS SHAL L BE ADOPTED BY THE BOARD OF DIRECTORS, SUBJECT TO A REPORT BY THE APPOINTMENT S AND REMUNERATION COMMITTEE, PRIOR TO HOLDING THE GENERAL MEETING. 8. APPOINTMENT OF DIRECTORS NOTE: THE PROPOSAL FOR Management For APPOINTMENT OF DIRECTORS SHALL BE ADOPTED BY THE BOARD OF DIRECTORS, SUBJECT TO A REPORT BY THE APPOINTMENTS AND REMUNERATION COMMITTEE PRIOR TO HOLDING THE GENERAL MEETING. 9. AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE Management For EXECUTION, IMPLEMENTATION AND CORRECTION, AS THE CASE MAY BE, OF THE RESOLUTIONS ADOPTED BY THE GENERAL MEET ING, AS WELL AS TO SUBSTITUTE THE AUTHORITIES IT RECEIVES FROM THE GENERAL MEE TING, AND GRANTING OF AUTHORITIES FOR PROCESSING THE SAID RESOLUTIONS AS A PUB LIC INSTRUMENT. 1. TO DELEGATE TO THE COMPANY S BOARD OF DIRECTORS THE BROADE ST AUTHORITIES TO ADOPT SUCH RESOLUTIONS AS MAY BE NECESSARY OR APPROPRIATE FO R THE EXECUTION, IMPLEMENTATION, EFFECTIVENESS AND SUCCESSFUL CONCLUSION OF TH E GENERAL MEETING RESOLUTIONS AND, IN PARTICULAR, FOR THE FOLLOWING ACTS, WITH OUT LIMITATION: (I) CLARIFY, SPECIFY AND COMPLETE THE RESOLUTIONS OF THIS GENE RAL MEETING AND RESOLVE SUCH DOUBTS OR ASPECTS AS ARE PRESENTED, REMEDYING AND COMPLETING SUCH DEFECTS OR OMISSIONS AS MAY PREVENT OR IMPAIR THE EFFECTIVENE SS OR REGISTRATION OF THE PERTINENT RESOLUTIONS; (II) EXECUTE SUCH PUBLIC AND/ OR PRIVATE DOCUMENTS AND CARRY OUT SUCH ACTS, LEGAL BUSINESSES, CONTRACTS, DEC LARATIONS AND TRANSACTIONS AS MAY BE NECESSARY OR APPROPRIATE FOR THE EXECUTIO N AND IMPLEMENTATION OF THE RESOLUTIONS ADOPTED AT THIS GENERAL MEETING; AND ( III) DELEGATE, IN TURN, TO THE EXECUTIVE COMMITTEE OR TO ONE OR MORE DIRECTORS , WHO MAY ACT SEVERALLY AND INDISTINCTLY, THE POWERS CONFERRED IN THE PRECEDIN G PARAGRAPHS. 2. TO EMPOWER THE CHAIRMAN OF THE BOARD OF DIRECTORS, MR. MANUEL PIZARRO MORENO, THE CHIEF EXECUTIVE OFFICER (CEO) MR. RAFAEL MIRANDA ROBREDO AND THE SECRETARY OF THE BOARD OF DIRECTORS AND SECRETARY GENERAL MR. SALVADOR MONTEJO VELILLA, IN ORDER THAT, ANY OF THEM, INDISTINCTLY, MAY: (I) CARRY OUT SUCH ACTS, LEGAL BUSINESSES, CONTRACTS AND TRANSACTIONS AS MAY BE APPROPRIATE IN ORDER TO REGISTER THE PRECEDING RESOLUTIONS WITH THE MERCANTILE REGISTRY, INCLUDING, IN PARTICULAR, INTER ALIA, THE POWERS TO APPEAR BEFORE A NOTARY PUB LIC IN ORDER TO EXECUTE THE PUBLIC DEEDS OR NOTARIAL RECORDS WHICH ARE NECESSA RY OR APPROPRIATE FOR SUCH PURPOSE, TO PUBLISH THE PERTINENT LEGAL NOTICES AND FORMALIZE ANY OTHER PUBLIC OR PRIVATE DOCUMENTS WHICH MAY BE NECESSARY OR APP ROPRIATE FOR THE REGISTRATION OF SUCH RESOLUTIONS, WITH THE EXPRESS POWER TO R EMEDY THEM, WITHOUT ALTERING THEIR NATURE, SCOPE OR MEANING; AND (II) APPEAR B EFORE THE COMPETENT ADMINISTRATIVE AUTHORITIES, IN PARTICULAR, THE MINISTRIES OF ECONOMY AND FINANCE AND INDUSTRY, TOURISM AND COMMERCE, AS WELL AS BEFORE O THER AUTHORITIES, ADMINISTRATIONS AND INSTITUTIONS, ESPECIALLY THE SPANISH SEC URITIES MARKET COMMISSION ( COMISION NACIONAL DEL MERCADO DE VALORES ), THE SE CURITIES EXCHANGE GOVERNING COMPANIES AND ANY OTHER WHICH MAY BE COMPETENT IN RELATION TO ANY OF THE RESOLUTIONS ADOPTED, IN ORDER TO CARRY OUT THE NECESSAR Y FORMALITIES AND ACTIONS FOR THE MOST COMPLETE IMPLEMENTATION AND EFFECTIVENE SS THEREOF. * PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting Non-Vote Proposal CONCERNING UNION FENOS, S.A. CAN ALSO BE VIEWED ON THE COMPANY S WEBSITE: HTTP://WWW.ENDESA.ES. PLEASE ALSO NO TE THAT THE VOTING PREMIUM IS 0,02 CENTS OF A EURO PER SHARE. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- ENI SPA, ROMA OGM Meeting Date: 05/26/2005 Issuer: T3643A145 ISIN: IT0003132476 BLOCKING SEDOL: 7145056, 7146059, B020CR8, B07LWK9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2004; Management THE REPORT OF THE DIRECTORS, A UDITORS AND THE INDEPENDENT AUDITORS 2. APPROVE THE ALLOCATION OF PROFITS Management 3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management 4. APPROVE THE ASSIGNMENT OF OWN SHARES TO STOCK Management OPTION PLAN 5. APPOINT THE NUMBER OF MEMBERS OF THE BOARD OF Management AUDITORS 6. APPOINT THE DIRECTORS AND APPROVE TO ESTABLISH Management THE DURATION OF THEIR ASSIGNMEN T 7. APPOINT THE BOARD OF DIRECTORS AND THE CHAIRMAN Management AND APPROVE THEIR EMOLUMENTS 8. APPOINT THE BOARD OF AUDITORS AND THE CHAIRMAN Management AND APPROVE THEIR EMOLUMENTS - ----------------------------------------------------------------------------------------------------------------------------- ENI SPA, ROMA AGM Meeting Date: 05/26/2005 Issuer: T3643A145 ISIN: IT0003132476 BLOCKING SEDOL: 7145056, 7146059, B020CR8, B07LWK9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED A ND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU 1. APPROVE THE FINANCIAL STATEMENT AS OF 31 DEC Management 2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE EXTERNAL AUDITORS 2. APPROVE THE ALLOCATION OF EARNINGS Management 3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management 4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management OF A STOCK OPTION PLAN TO THE MA NAGERS OF THE GROUP 5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management OF DIRECTORS 6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management OF DIRECTORS 7. APPOINT THE BOARD OF DIRECTORS Management 8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management 9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management OF DIRECTORS 10. APPOINT THE INTERNAL AUDITORS Management 11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management 12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management OF AUDITORS AND THE STATUTORY AU DITORS - ----------------------------------------------------------------------------------------------------------------------------- ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES AGM Meeting Date: 05/26/2005 Issuer: B33432129 ISIN: BE0003562700 BLOCKING SEDOL: 4262118, 7044119, B02PQL5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MULTIPLE BENEFICAL OWNER INFORMATION NOTE: MARKET Non-Voting RULES REQUIRE ADP TO DISCLO SE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULT IPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFIC IAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESEN TATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU 1. RECEIVE THE BOARD OF DIRECTORS FOR 2004 Management 2. RECEIVE THE STATUTORY AUDITOR FOR 2005 Management 3. APPROVE TO COMMUNICATE THE CONSOLIDATED ANNUAL Management REPORT FOR 2004 4. APPROVE THE CORPORATE GOVERNANCE Management 5. APPROVE THE ANNUAL ACCOUNTS FOR 2004 Management 6. DISCHARGE THE BOARD OF DIRECTORS Management 7. DISCHARGE THE STATUTORY AUDITOR Management 8. APPOINT THE DIRECTORS Management 9. ACKNOWLEDGE THE INDEPENDENCE DIRECTORS Management 10. APPROVE TO RE-NEW THE MANDATE OF THE STATUTORY Management AUDITOR FOR A PERIOD OF 3 YEARS 11. APPROVE THE STOCK OPTION PLAN Management 12. GRANT AUTHORITY TO ALLOW BENEFICIARIES OF THE Management STOCK OPTION PLAN TO ACQUIRE PRE MATURELY SHARES IN THE EVENT OF CHANGE OF CONTROL OVER THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES EGM Meeting Date: 05/26/2005 Issuer: B33432129 ISIN: BE0003562700 BLOCKING SEDOL: 4262118, 7044119, B02PQL5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 227221 DUE TO CHANGE IN THE A GENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. I.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Non-Voting ON THE RENEWAL OF ITS POWERS WITH RESPECT TO THE AUTHORIZED CAPITAL IN THE CASE OF A PUBLIC TAKE-OVER BID PURSU ANT TO ARTICLE 604 OF THE BELGIAN COMPANY CODE I.2 APPROVE TO RENEW THE POWERS GIVEN TO THE BOARD Management OF DIRECTORS TO INCREASE THE SH ARE CAPITAL OF THE COMPANY AFTER IT HAS RECEIVED NOTICE OF A PUBLIC TAKE-OVER BID RELATING TO THE COMPANY; IN SUCH A CASE THE BOARD OF DIRECTORS IS EXPRESSL Y AUTHORIZED TO LIMIT OR REVOKE THE PREFERENTIAL RIGHT OF THE SHAREHOLDERS, EV EN IN FAVOR OF SPECIFIC PERSONS; AUTHORITY EXPIRES AT THE END OF 3 YEARS ; AN D AMEND ARTICLE 9 A OF THE ARTICLES OF ASSOCIATION BY REPLACING THE LAST INDEN T WITH NEW TEXT AS SPECIFIED II.1 APPROVE I) TO RENEW THE POWERS GIVEN TO THE BOARD Management OF DIRECTORS TO ACQUIRE AND TRANSFER SHARES OF THE COMPANY FOR A PERIOD OF 3 YEARS FROM THE DATE OF THE PU BLICATION OF THIS AUTHORIZATION AS SPECIFIED WHEN SUCH ACQUISITION OR TRANSFER IS NECESSARY IN ORDER TO PREVENT SERIOUS AND IMMINENT DAMAGE TO THE COMPANY A ND II) AUTHORIZE THE DIRECT SUBSIDIARIES OF THE COMPANY, FOR THE SAME PERIOD, TO ACQUIRE AND TRANSFER SHARES OF THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINE D BY LEGAL PROVISIONS ON THE ACQUISITION OF SHARES OF THE PARENT COMPANY BY IT S SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION BY REPLACI NG THE 2ND AND 3RD INDENTS WITH THE NEW TEXT AS SPECIFIED II.2 AUTHORIZE THE BOARD OF DIRECTORS I) TO ACQUIRE Management SHARES OF THE COMPANY FOR A PER IOD OF 18 MONTHS AND II) AUTHORIZE THE SAME PERIOD DIRECT SUBSIDIARIES OF THE COMPANY, TO ACQUIRE SHARES OF THE COMPANY, AS SUCH SUBSIDIARIES ARE DEFINED BY THE LEGAL PROVISIONS OF THE ACQUISITION OF SHARES OF THE PARENT COMPANY BY IT S SUBSIDIARIES; AND AMEND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION BY REPLACI NG THE LAST INDENT WITH THE NEW TEXT AS SPECIFIED III. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE POWER Management TO SUB-DELEGATE, TO IMPLEMENT THE DECISIONS TAKEN BY THE EGM OF SHAREHOLDERS, TO CO-ORDINATE THE TEXT OF TH E ARTICLES OF ASSOCIATION AS A RESULT OF THE MODIFICATIONS AS SPECIFIED, AND C ARRY OUT ALL NECESSARY OR USEFUL FORMALITIES TO THAT EFFECT * PLEASE NOTE THAT THE MEETING HELD ON 29 APR 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 26 MAY 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION - GROUPE DELHAIZE SA, BRUXELLES OGM Meeting Date: 05/26/2005 Issuer: B33432129 ISIN: BE0003562700 BLOCKING SEDOL: 4262118, 7044119, B02PQL5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting 221788 DUE TO THE ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. APPROVE THE MANAGEMENT REPORT OF THE BOARD OF Non-Voting DIRECTORS ON THE FYE 31 DEC 2004 2. APPROVE THE REPORTS OF THE STATUTORY AUDITORS Non-Voting ON THE FYE 31 DEC 2004 3. APPROVE THE CONSOLIDATED ANNUAL ACCOUNTS AS OF Non-Voting 31 DEC 2004 4. APPROVE THE INFORMATION ON CORPORATE GOVERNANCE Non-Voting 5. APPROVE THE ANNUAL ACCOUNTS AS OF 31 DEC 2004 Management INCLUDING THE ALLOCATION OF PROF ITS AND THE DISTRIBUTION OF A GROSS DIVIDEND OF EUR 1.12 PER SHARE 6. GRANT DISCHARGE OF LIABILITY OF PERSONS WHO SERVED Management AS DIRECTORS OF DELHAIZE GR OUP SA DURING THE FYE 31 DEC 2004 7. GRANT DISCHARGE OF LIABILITY OF THE STATUTORY Management AUDITOR FOR THE FYE 31 DEC 2004 8.1 ACKNOWLEDGE THAT MR. LUC VANSTEENKISTE SATISFIES Non-Voting THE REQUIREMENT OF INDEPENDEN CEAPPROVE THE RESIGNATION OF MR. BARON GUI DE VAUCLEROY AS DIRECTOR AS OF 31 D EC 2004 8.2 APPROVE THE RESIGNATION OF MR. BARON EDGAR-CHARLES Non-Voting DE COOMAN D HERLINCKHOVE AS DIRECTOR AS OF 31 DEC 2004 8.3 APPROVE THE RESIGNATION OF MR. FRANS VREYS AS Non-Voting DIRECTOR WITH EFFECT AT THE END OF THIS MEETING 8.4 APPROVE TO RENEW THE MANDATE OF MR. COUNT ARNOUD Management DE PRET ROOSE DE CALESBERG AS A DIRECTOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM AND APP ROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2007 8.5 APPOINT MR. LUC VANSTEENKISTE AS A DIRECTOR FOR Management A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 20 07 8.6 APPOINT MR. JACQUES DE VANCLEROY AS A DIRECTOR Management FOR A PERIOD OF 3 YEARS THAT WI LL EXPIRE AT THE END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2007 8.7 APPOINT MR. HUGH G. FARRINGTON AS A DIRECTOR Management FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM AND APPROVE THE ANNUAL ACCOUNTS RELATING TO THE FY 2 007 9.1 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF THE BELGIAN COMPANY CODE TO RENEW THE MANDATE OF MR. COUNT DE PRET ROOSE DE CALESV ERG AS AN INDEPENDENT DIRECTOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE 9.2 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT MR. LUC VANSTEENKISTE AS A INDEPENDENT DIRECT OR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3 YEAR S THAT WILL EXPIRE AT THE END OF OGM 9.3 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT MR. JACQUES DE VANCLEROY AS AN INDEPENDENT DI RECTOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OGM 9.4 APPROVE THE ANNUAL ACCOUNT RELATING TO THE FY Management 2007, SATISFIES THE REQUIREMENTS OF INDEPENDENCE SET FORTH BY THE ARTICLE 524,SECTION 4, SECOND INDENT OF THE BELGIAN COMPANY CODE, TO APPOINT MR. HUGH G. FARRINGTON AS A INDEPENDENT DIREC TOR PURSUANT TO THE CRITERIA OF THE BELGIAN COMPANY CODE FOR A PERIOD OF 3 YEA RS THAT WILL EXPIRE AT THE END OF OGM 10. APPROVE: TO RENEW THE MANDATE OF DELOITTE & TOUCHE Management REVISEURS D ENTERPRISES, AS A STATUTORY AUDITOR FOR A PERIOD OF 3 YEARS THAT WILL EXPIRE AT THE END OF OG M; THE ANNUAL ACCOUNTS RELATING TO THE FY 2007; AND THE YEARLY AUDIT FEES OF T HE STATUTORY AUDITOR AMOUNTING TO EUR 634,450 11. APPROVE STOCK OPTION PLAN THAT DELHAIZE GROUP Management SA INTENDS TO LAUNCH ON THE COUR SE OF 2005, TO EXTEND THAT THE STOCK OPTION PLAN COULD ENTITLE EXECUTIVE MANAG ERS OF DELHAIZE GROUP TO ACQUIRE EXISTING ORDINARY SHARES OF DELHAIZE GROUP SA 12. APPROVE, PURSUANT TO ARTICLE 556 OF THE BELGIAN Management COMPANY CODE: I)ANY PROVISION GRANTING TO THE BENEFICIARIES OF STOCK OPTIONS ON SHARES OF THE COMPANY THE RI GHT TO ACQUIRE PREMATURELY SHARES OF THE COMPANY IN THE EVENT OF A CHANGE OF C ONTROL OVER THE COMPANY, AS PROVIDED IN THE STOCK OPTION PLAN THAT THE COMPANY INTENTS TO LAUNCH IN THE COURSE OF 2005 AND IN ANY AGREEMENT ENTERED BETWEEN THE COMPANY AND BENEFICIARIES AS SPECIFIED; AND II) ANY PROVISION ENTITLING TH E PARTICIPANTS TO THE PERFORMANCE CASH PLAN LAUNCHED BY THE COMPANY IN 2003 TO RECEIVE THE FULL CASH PAYMENT WITH RESPECT TO ANY OUTSTANDING GRANT IN THE EV ENT OF A CHANGE OF CONTROL OVER THE COMPANY - ----------------------------------------------------------------------------------------------------------------------------- FAMILYMART CO LTD AGM Meeting Date: 05/26/2005 Issuer: J13398102 ISIN: JP3802600001 SEDOL: 5753729, 6331276, B05PBH3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE APPROPRIATION OF PROFITS: FINAL DIVIDEND Management For JY 19 2.1 ELECT A DIRECTOR Management For 2.2 ELECT A DIRECTOR Management For 2.3 ELECT A DIRECTOR Management For 2.4 ELECT A DIRECTOR Management For 2.5 ELECT A DIRECTOR Management For 2.6 ELECT A DIRECTOR Management For 2.7 ELECT A DIRECTOR Management For 2.8 ELECT A DIRECTOR Management For 2.9 ELECT A DIRECTOR Management For 2.10 ELECT A DIRECTOR Management For 2.11 ELECT A DIRECTOR Management For 2.12 ELECT A DIRECTOR Management For 2.13 ELECT A DIRECTOR Management For - ----------------------------------------------------------------------------------------------------------------------------- FRIENDS PROVIDENT PLC AGM Meeting Date: 05/26/2005 Issuer: G6083W109 ISIN: GB0030559776 SEDOL: 3055977, B02SZ28 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT AND ACCOUNTS FOR Management For THE YE 31 DEC 2004 AND THE AUDI TORS REPORT ON THOSE ACCOUNTS 2. DECLARE A FINAL DIVIDEND OF 5.0 PENCE FOR EACH Management For ORDINARY SHARE 3. ELECT MR. ADRIAN MONTAGUE AS A DIRECTOR OF THE Management For COMPANY 4.a RE-ELECT MR. ALISON CARNWATH AS A DIRECTOR OF Management For THE COMPANY 4.b RE-ELECT MR. HOWARD CARTER AS A DIRECTOR OF THE Management For COMPANY 5. RE-ELECT MRS. LADY JUDGE AS A DIRECTOR OF THE Management For COMPANY 6. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For FOR THE YE 31 DEC 2004 7. APPROVE THE FRIENDS PROVIDENT PLC DEFERRED BONUS Management For PLAN 2005 PLAN AND AUTHORIZ E THE DIRECTORS TO DO ALL SUCH THINGS AS MAY BE NECESSARY OR DESIRABLE TO CARR Y THE PLAN INTO EFFECT 8. AMEND THE RULES OF THE LONG TERM INCENTIVE PLAN Management For 9. AMEND THE RULES OF THE EXECUTIVE SHARE OPTION Management For SCHEME 10. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR UNTIL Management For NEXT YEAR S AGM 11. AUTHORIZE THE DIRECTORS TO SET THE FEES PAID Management For TO THE AUDITOR 12. AUTHORIZE THE DIRECTORS TO ALLOT SHARES. Management For S.13 AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION Management For RIGHTS S.14 AUTHORIZE THE COMPANY TO BUY BACK ITS OWN ORDINARY Management For SHARES S.15 AMEND ARTICLE 140 OF THE COMPANY S ARTICLES OF Management For ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- ITO-YOKADO CO LTD AGM Meeting Date: 05/26/2005 Issuer: J25209115 ISIN: JP3142800006 SEDOL: 4468723, 5335149, 6467944, B02H2Y6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 16, FINAL JY 18, SPECIAL JY 0 2 APPROVE FORMATION OF JOINT HOLDING COMPANY WITH Management For SEVEN-ELEVEN JAPAN CO. AND DENNY S JAPAN CO. 3 AMEND ARTICLES TO CHANGE RECORD DATE FOR PAYMENT Management For OF INTERIM DIVIDENDS 4.1 ELECT DIRECTOR Management For 4.2 ELECT DIRECTOR Management For 4.3 ELECT DIRECTOR Management For 4.4 ELECT DIRECTOR Management For 4.5 ELECT DIRECTOR Management For 4.6 ELECT DIRECTOR Management For 4.7 ELECT DIRECTOR Management For 4.8 ELECT DIRECTOR Management For 4.9 ELECT DIRECTOR Management For 4.10 ELECT DIRECTOR Management For 4.11 ELECT DIRECTOR Management For 4.12 ELECT DIRECTOR Management For 4.13 ELECT DIRECTOR Management For 4.14 ELECT DIRECTOR Management For 4.15 ELECT DIRECTOR Management For 4.16 ELECT DIRECTOR Management For 4.17 ELECT DIRECTOR Management For 4.18 ELECT DIRECTOR Management For 5.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 5.2 APPOINT INTERNAL STATUTORY AUDITOR Management For 6 APPROVE RETIREMENT BONUSES FOR DIRECTOR AND STATUTORY Management Against AUDITOR - ----------------------------------------------------------------------------------------------------------------------------- KINGSPAN GROUP PLC AGM Meeting Date: 05/26/2005 Issuer: G52654103 ISIN: IE0004927939 SEDOL: 0492793, 4491235, B01ZKZ8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE FINANCIAL STATEMENTS AND Management For THE REPORTS OF THE DIRECTORS AN D THE AUDITORS FOR THE YE 31ST DEC 2004 2. DECLARE A FINAL DIVIDEND Management For 3.a ELECT MR. DAVID BYRNE AS A DIRECTOR Management For 3.b RE-ELECT MR. EUGENE MURTAGH AS A DIRECTOR WHO, Management For IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, RETIRES BY ROTATION 3.c RE-ELECT MR. RUSSELL SHIELS AS A DIRECTOR WHO, Management For IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, RETIRES BY ROTATION 3.d RE-ELECT MR. PETER WILSON AS A DIRECTOR WHO, Management For IN ACCORDANCE WITH THE ARTICLES O F ASSOCIATION OF THE COMPANY, RETIRES BY ROTATION 3.e RE-ELECT MR. EOIN MCCARTHY AS A DIRECTOR Management For 3.f RE-ELECT MR. KEVIN O CONNELL AS A DIRECTOR Management For 4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS FOR THE YE 31 DEC 2005 5. AUTHORIZE THE DIRECTORS TO ALLOT RELEVANT SECURITIES Management For WITHIN THE MEANING OF SEC TION 20 OF THE COMPANIES (AMENDMENT) ACT, 1983 UP TO AN AMOUNT EQUAL TO THE AU THORIZED BUT AS YET UNISSUED SHARE CAPITAL OF THE COMPANY AT THE CLOSE OF BUSI NESS ON THE DATE OF THE PASSING OF THIS RESOLUTION; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE COMPANY MAY MAKE AN OFFER OR AGREEMENT BEFORE THE EXPIRY OF THIS AUTHORITY WHICH WOULD OR MIGHT REQUIRE RELEVANT SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY HAS EXPIRED AND THE DI RECTORS MAY ALLOT RELEVANT SECURITIES IN PURSUANCE OF ANY SUCH OFFER OR AGREEM ENT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED S.6 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 24 OF THE COMPANIES (AMENDMENT) A CT, 1983, TO ALLOT EQUITY SECURITIES SECTION 23 OF THE ACT AND PURSUANT TO T HE AUTHORITY CONFERRED BY RESOLUTION 5, DISAPPLYING SECTION 23(1) PROVIDED THA T THIS POWER SHALL BE LIMITED TO: A) THE ALLOTMENT OF EQUITY SECURITIES IN CON NECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER INVITATION TO OR IN FAVOR OF THE HOLDERS OF ORDINARY SHARES OR OTHERWISE; AND B) THE ALLOTMENT OF EQUITY SE CURITIES UP TO AN AMOUNT EQUAL TO 5% OF THE AGGREGATE NOMINAL VALUE OF THE COM PANY S ISSUED ORDINARY SHARE CAPITAL AT THE CLOSE OF BUSINESS ON THE DATE OF P ASSING OF THIS RESOLUTION; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AG M OF THE COMPANY ; AND THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE AN OFFER OR A GREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER S UCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH OFFER OR AGREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED S.7 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Management For SECTION 155 OF THE COMPANIES ACT, 1963 OF THE COMPANY, SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT, 1990, T O MAKE MARKET PURCHASES SECTION 212 OF THE COMPANIES ACT, 1990 OF SHARES OF ANY CLASS IN THE COMPANY SHARES ON SUCH TERMS AND CONDITIONS AND IN SUCH M ANNER AS THE DIRECTORS MAY DETERMINE FROM TIME TO TIME; PROVIDED THAT A) THE A GGREGATE NOMINAL VALUE OF THE SHARES NOT EXCEEDING 10% OF THE AGGREGATE NOMINA L VALUE OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE CLOSE OF BUSINESS ON THE DATE OF THE PASSING OF THIS RESOLUTION; AND B) THE MINIMUM PRICE WHICH MAY BE PAID FOR ANY SHARE SHALL BE AN AMOUNT EQUAL TO THE NOMINAL VALUE THERE OF AND C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR ANY SHARE A RELEVANT SHARE SHALL BE AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE 5 AMOUNTS RESULTING FROM DETERMINING WHICHEVER OF THE FOLLOWING (I), (II) OR (III) AS SPECIFIED IN RELATION TO THE SHARES OF THE SAME CLASS AS THE RELEVANT SHARE SHALL BE APP ROPRIATE FOR EACH OF THE FIVE DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE RELEVANT SHARE IS PURCHASED, AS DETERMINED FROM THE INFORMATION PUBLISHED IN T HE IRISH STOCK EXCHANGE DAILY OFFICIAL LIST REPORTING THE BUSINESS DONE ON EAC H OF THOSE 5 BUSINESS DAYS: I) IF THERE SHALL BE MORE THAN ONE DEALING REPORTE D FOR THE DAY, THE AVERAGE OF THE PRICES AT WHICH SUCH DEALING TOOK PLACE; OR II) IF THERE SHALL BE ONLY ONE DEALING REPORTED FOR THE DAY, THE PRICE AT WHIC H SUCH DEALING TOOK PLACE; OR III) IF THERE SHALL NOT BE ANY DEALING REPORTED FOR THE DAY, THE AVERAGE OF THE CLOSING BID AND OFFER PRICES FOR THAT DAY AND IF THERE SHALL BE ONLY A BID BUT NOT AN OFFER PRICE OR AN OFFER BUT NOT A B ID PRICE REPORTED, OR IF THERE SHALL NOT BE ANY BID OR OFFER PRICE REPORTED, FOR ANY PARTICULAR DAY THEN THAT DAY SHALL NOT COUNT AS ONE OF THE SAID 5 BUSI NESS DAYS FOR THE PURPOSES OF DETERMINING THE MAXIMUM PRICE; IF THE MEANS OF P ROVIDING THE FOREGOING INFORMATION AS TO DEALINGS AND PRICES BY REFERENCE TO W HICH THE MAXIMUM PRICE IS TO BE DETERMINED IS ALTERED OR IS REPLACED BY SOME O THER MEANS, THEN A MAXIMUM PRICE SHALL BE DETERMINED ON THE BASIS OF THE EQUIV ALENT INFORMATION PUBLISHED BY THE RELEVANT AUTHORITY IN RELATION TO DEALINGS ON THE IRISH STOCK EXCHANGE OR ITS EQUIVALENT; AUTHORITY EXPIRES AT THE CLOSE OF BUSINESS ON THE EARLIER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR 26 N OV 2006 ; THE COMPANY OR ANY SUCH SUBSIDIARY MAY ENTER BEFORE SUCH EXPIRY INTO A CONTRACT FOR THE PURCHASE OF SHARES WHICH WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY COMPLETE ANY SUCH CONTRACT AS IF THE AUTH ORITY CONFERRED HEREBY HAD NOT EXPIRED S.8 APPROVE, SUBJECT TO THE PASSING OF RESOLUTION Management For S.7 AS SPECIAL BUSINESS BEFORE T HIS MEETING, FOR THE PURPOSES OF SECTION 209 OF THE COMPANIES ACT 1990, THE RE -ISSUE PRICE RANGE AT WHICH ORDINARY SHARES HAVING A PAR VALUE OF 0.13C IN THE CAPITAL OF THE COMPANY SHARES HELD AS TREASURY SHARES SECTION 209 TRE ASURY SHARES MAY BE RE-ISSUED OFF-MARKET SHALL BE AS FOLLOWS: A) THE MAXIMUM PRICE AT WHICH A TREASURY SHARE MAY BE RE-ISSUED OFF-MARKET SHALL BE AN AMOUN T EQUAL TO 120% OF THE APPROPRIATE PRICE; AND B) THE MINIMUM PRICE AT WHICH A TREASURY SHARE MAY BE RE-ISSUED OFF-MARKET SHALL BE AN AMOUNT EQUAL TO 95% OF THE APPROPRIATE PRICE; AUTHORITY EXPIRES THE EARLIER OF THE DATE OF THE NEXT AGM OF THE COMPANY OR 26 NOV 2006 9. TRANSACT ANY OTHER BUSINESS Other For - ----------------------------------------------------------------------------------------------------------------------------- KINGSPAN GROUP PLC EGM Meeting Date: 05/26/2005 Issuer: G52654103 ISIN: IE0004927939 SEDOL: 0492793, 4491235, B01ZKZ8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE WAIVERS OF OFFER OBLIGATION Management For - ----------------------------------------------------------------------------------------------------------------------------- RENTOKIL INITIAL PLC EGM Meeting Date: 05/26/2005 Issuer: G75093115 ISIN: GB0007327124 SEDOL: 0732712, 5684313, B01DQ32 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- S.1 APPROVE: A) THE SCHEME OF ARRANGEMENT DATED 26 Management For APR 2005 IN ITS ORIGINAL FORM O R WITH SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT THE SCHEME TO BE MADE BETWEEN THE COMPANY AND THE SCHEME SHAREH OLDERS AS DEFINED IN THE SCHEME ; AUTHORIZE THE DIRECTORS OF THE COMPANY TO T AKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; B) THAT THE ISSUED SHARE CAPITAL OF THE COMPANY BE RE DUCED BY CANCELING AND EXTINGUISHING THE SCHEME SHARES AS DEFINED IN THE SCHE ME ; AUTHORIZE THE COMPANY TO INCREASED THE SHARE CAPITAL OF ITS FORMER AMOUNT BY THE CREATION OF SUCH NUMBER OF ORDINARY SHARES AS DEFINED IN THE SCHEME AS SHALL BE EQUAL TO THE AGGREGATE NOMINAL AMOUNT OF THE SCHEME SHARES CANCELL ED PURSUANT TO THE ISSUED SHARE CAPITAL OF THE COMPANY BE REDUCED BY CANCELING AND EXTINGUISHING THE SCHEME SHARES; THE COMPANY SHALL APPLY THE CREDIT ARISI NG IN ITS BOOKS OF ACCOUNT AS A RESULT OF SUCH REDUCTION OF CAPITAL IN PAYING UP IN FULL, AT PAR, SUCH ORDINARY SHARES WHICH SHALL BE ALLOTTED AND ISSUED, C REDITED AS FULLY PAID, TO NEW RENTOKIL INITIAL AND/OR ITS NOMINEE OR NOMINEES; AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION FOR ANY EXISTING AUTH ORITY AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT SU CH ORDINARY SHARES PROVIDED THAT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 18,1 50,000; AUTHORITY EXPIRES ON 31 DEC 2005 ; C) TO AMEND THE ARTICLES OF ASSOCI ATION OF THE COMPANY BY ADOPTION AND INCLUSION OF THE NEW ARTICLE 154; D) THE NEW RENTOKIL INITIAL REDUCTION OF CAPITAL AS SPECIFIED; AND E) TO CHANGE THE N AME OF THE COMPANY TO RENTOKIL INITIAL 1927 PLC - ----------------------------------------------------------------------------------------------------------------------------- RENTOKIL INITIAL PLC CRT Meeting Date: 05/26/2005 Issuer: G75093115 ISIN: GB0007327124 SEDOL: 0732712, 5684313, B01DQ32 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE SCHEME OF ARRANGEMENT TO BE MADE Management For BETWEEN THE COMPANY AND THE HOLDE RS OF THE SCHEME SHARES - ----------------------------------------------------------------------------------------------------------------------------- RENTOKIL INITIAL PLC AGM Meeting Date: 05/26/2005 Issuer: G75093115 ISIN: GB0007327124 SEDOL: 0732712, 5684313, B01DQ32 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS, THE ACCOUNTS Management For FOR THE YEAR 2004 AND THE IN DEPENDENT AUDITORS REPORT THEREON 2. APPROVE THE REMUNERATION REPORT Management For 3. DECLARE A DIVIDEND Management For 4.1 RE-ELECT MR. B. D. MCGOWAN AS A DIRECTOR BY ROTATION Management For 4.2 RE-ELECT MR. I. HARLEY AS A DIRECTOR BY ROTATION Management For 5. ELECT MR. D. FLYNN AS A DIRECTOR CHIEF EXECUTIVE Management For 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY TO HOLD O FFICE UNTIL NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND THAT THEIR REMUNERATION BE DETERMINED BY THE DIRECTORS S.7 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For 166 OF THE COMPANIES ACT 198 5, TO MAKE MARKET PURCHASES SECTION 163 OF ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY PROVIDED THAT : (I) THE MAXIMUM NUMBER OF ORDINARY SHA RES WHICH MAY BE PURCHASED IS 79,095,811 (II) THE MINIMUM PRICE WHICH MAY BE P AID FOR EACH ORDINARY SHARE EXCLUSIVE OF EXPENSES IS 1P (III) THE MAXIMUM PR ICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS AN AMOUNT EXCLUSIVE OF EXP ENSES EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORD INARY SHARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVE R THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSI ON OF THE NEXT AGM OF THE COMPANY OR 26 AUG 2006 ; THE COMPANY, BEFORE THE EXP IRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXEC UTED WHOLLY OR PARTLY AFTER SUCH EXPIRY * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- SA D'IETEREN NV, BRUXELLES EGM Meeting Date: 05/26/2005 Issuer: B49343138 ISIN: BE0003669802 BLOCKING SEDOL: 4247494, B06M139 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTAT IVE AT ADP. THANK YOU. 1.1 APPROVE TO RENEW FOR A PERIOD OF 3 YEARS THE Management AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE CIRCUMSTANCES AND ACCORDING THE CLAUSES OF ARTICLE 9BIS, PARAGRAPH 6 OF THE ARTICLES OF ASSOCIATION IN THE CASE OF A PUBLIC TAKE-OVER BID ON THE COMPANY SHARES, AND AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY 1.2 APPROVE TO RENEW FOR A PERIOD OF 3 YEARS THE Management AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO ACQUIRE SHARES OF THE COMPANY PURSUANT TO ARTICLE 9TER, PARAGR APH 1 OF THE ARTICLES OF ASSOCIATION IN ORDER TO PREVENT SERIOUS AND IMMINENT DAMAGE TO THE COMPANY, AND AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY 2.1 APPROVE: THE MERGER PROPOSAL PREPARED BY THE Non-Voting BOARD OF DIRECTORS OF THE MERGING COMPANIES, IN ACCORDANCE WITH ARTICLE 693 OF THE COMPANY CODE; THE SPECIAL RE PORT PREPARED BY THE BOARD OF DIRECTORS OF THE COMPANY IN ACCORDANCE WITH ARTI CLE 694 OF THE COMPANY CODE; THE REPORT WITH RESPECT TO THE MERGER PROPOSAL PR EPARED BY THE STATUTORY AUDITOR IN ACCORDANCE WITH ARTICLE 695 OF THE COMPANY CODE 2.2 APPROVE THE INFORMATION WITH RESPECT TO IMPORTANT Non-Voting CHANGES TO THE ASSETS AND LI ABILITIES OF THE COMPANIES TO BE MERGED BETWEEN THE DATE OF THE MERGER PROPOSA L AND THE DATE OF THE MERGER, IN ACCORDANCE WITH ARTICLE 696 OF THE COMPANY CO DE 2.3 APPROVE TO MERGE BY ABSORPTION, IN ACCORDANCE Management WITH THE SPECIFIED MERGER PROPOS AL, THE TOTAL ASSETS AND LIABILITIES, WITHOUT EXCEPTION OR RESERVE, OF THE PUB LIC LIMITED COMPANY S.A. LEEUWENVELD, THE ABSORBED COMPANY, BY THE PUBLIC LIMI TED COMPANY S.A. D IETEREN N.V, RECEIVING COMPANY 2.4 APPROVE, FOLLOWING THE MERGER DECISION, THAT Management THE INCREASE OF THE SHARE CAPITAL OF THE RECEIVING COMPANY WITH EUR 25.23 BY ISSUANCE OF ONE NEW SHARE ENJOYING THE SAME RIGHTS AND ADVANTAGES AS THE EXISTING SHARES, CONSIDERING IT WILL ON LY PARTICIPATE IN THE APPROPRIATION OF PROFIT AS OF THE FY STARTING 01 JAN 200 5 AND IN ACCORDANCE WITH ARTICLE 703, SECTION 2 OF THE COMPANY CODE WHICH PROV IDES THAT SHARES OF THE RECEIVING COMPANY CANNOT BE EXCHANGED FOR SHARES OF TH E ABSORBED COMPANY HELD BY THE RECEIVING COMPANY 3.1 AMEND, FOLLOWING THE TRANSACTION OF MERGER AS Management SPECIFIED, ARTICLES 5 AND 6 OF T HE ARTICLES OF ASSOCIATION 3.2 AMEND THE ARTICLES OF ASSOCIATION IN ACCORDANCE Management WITH THE LOI-PROGRAMME OF 27 DEC 2004 AND THE BELGIAN COPORATE GOVERNANCE CODE AS FOLLOWS: 1) REPLACE ARTI CLE 25 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED; 2) REPLACE THE 5TH PARAGRA PH OF ARTICLE 37 OF THE ARTICLES OF ASSOCIATION AS SPECIFIED 4. AUTHORIZE THE BOARD OF DIRECTORS TO EXECUTE THE Management RESOLUTIONS 5. AUTHORIZE A CO-WORKER OF THE COMPANY, BERQUIN, Management OCKERMAN, DECKERS, SPRUYT, VAN DER VORST & DEKEGEL, NOTAIRES ASSOCIES; SOCIETE CIVILE AYANT LA FORME D UNE SO CIETE COOPERATIVE A RESPONSABILITE LIMITEE, TO DRAFT THE CO-ORDINATED TEXT OF THE ARTICLES OF ASSOCIATION, SIGN AND FILE IT AT THE CLERK S OFFICE AT THE COM PETENT COMMERCIAL COURT, IN ACCORDANCE WITH THE CORRESPONDING LEGAL PROVISIONS - ----------------------------------------------------------------------------------------------------------------------------- SA D'IETEREN NV, BRUXELLES OGM Meeting Date: 05/26/2005 Issuer: B49343138 ISIN: BE0003669802 BLOCKING SEDOL: 4247494, B06M139 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTAT IVE AT ADP. THANK YOU. 1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Non-Voting ON THE ANNUAL AND CONSOLIDATE D ACCOUNTS FOR FY 2004; CONSOLIDATED ACCOUNTS FOR FY 2004 2. APPROVE THE ANNUAL ACCOUNTS AND THE APPROPRIATION Management OF THE RESULT AS AT 31 DEC 2 004 3.1 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management ON THE STOCK EXCHANGE, ACCORDING TO THE PROVISIONS OF THE COMPANY CODE, A MAXIMUM OF 10% OF THE NUMBER OF SHARE S ISSUED BY THE COMPANY I.E. A MAXIMUM OF 553,026 SHARES , FOR A VALUE PER SH ARE OF MINIMUM EUR 1 AND MAXIMUM 10% ABOVE THE AVERAGE QUOTATION OF THE LAST 1 0 DAYS; AUTHORITY EXPIRES AT THE DATE OF THE OGM OF 2006 3.2 AUTHORIZE THE SUBSIDIARIES OF THE COMPANY TO Management PURCHASE AND SELL SHARES OF THE S .A. D IETEREN N.V., ACCORDING TO THE ARTICLES 627, 628 AND 632 OF THE COMPANY CODE, FOR THE PERIOD AND WITHIN THE REQUIREMENTS AS SPECIFIED 4.1 APPROVE THE MEASURES TAKEN BY THE COMPANY FOR Non-Voting THE IMPLEMENTATION OF THE BELGIA N CORPORATE GOVERNANCE CODE 4.2 AUTHORIZE THE BOARD OF DIRECTORS TO ORGANIZE Management ANNUAL SHARE OPTION PLANS FOR THE MANAGEMENT OF THE COMPANY HAVING AT LEAST 3 YEARS OF SERVICE, EXERCISABLE BET WEEN 01 JAN OF THE THIRD YEAR FOLLOWING THE DATE OF THE OFFER AND THE EXPIRATI ON OF THE 10TH YEAR THAT FOLLOWS, EXCLUDING THE 2 MONTH PERIODS PRECEDING THE COMMUNICATION OF THE ANNUAL AND HALF-YEAR RESULTS, GIVING THE RIGHT TO PURCHAS E, WITH IMMEDIATE OPTION TO SELL, EXISTING SHARES OF THE COMPANY AT A PRICE CO RRESPONDING EITHER TO THE AVERAGE QUOTATION OF THE 30 BUSINESS DAYS PRECEDING THE OFFER DATE OR TO THE CLOSING PRICE OF THE BUSINESS DAY PRECEDING THE OFFER DATE, THE NUMBER OF OFFERED OPTIONS PER CATEGORY OF MANAGERIAL STAFF AS WELL AS THE EXERCISE PRICE BEING DETERMINED ON ADVICE OF THE NOMINATIONS AND REMUNE RATION COMMITTEE 5.1 APPROVE TO BRING THE NUMBER OF DIRECTORS UP TO Management 12 5.2 APPOINT MESSRS. JEAN-PIERRE BIZET, NICOLAS D Management IETEREN AND OLIVIER PERIER AS THE DIRECTORS FOR A PERIOD OF 3 YEARS EXPIRING AT THE END OF THE OGM OF 2008 5.3 APPROVE TO RENEW THE DIRECTORSHIP OF MESSRS. Management MAURICE PERIER AND GILBERT VAN MA RCKE DE LUMMEN FOR A PERIOD OF 3 YEARS EXPIRING AT THE END OF THE OGM OF 2008 5.4 APPOINT SOCIETE DELVAUX, FRONVILLE, SERVAIS ET Management ASSOCIES, REPRESENTED BY MSSRS. GERARD DELVAUX AND JEAN-LOUIS SERVAIS, AS THE STATUTORY AUDITOR FOR A PERIOD OF 3 YEARS EXPIRING AT THE END OF THE OGM OF 2008, ACCORDING TO THE PROVISIONS OF ARTICLE 156 OF THE COMPANY CODE, AND SET THEIR ANNUAL FEE AT EUR 144,000 E XCLUDING VAT FOR THE CONTROL OF THE STATUTORY AND CONSOLIDATED ACCOUNTS 6. GRANT DISCHARGE, BY SEPARATE VOTE, TO THE DIRECTORS Management AND THE STATUTORY AUDITOR FOR CARRYING OUT THEIR FUNCTIONS IN 2004 - ----------------------------------------------------------------------------------------------------------------------------- SHANGRI-LA ASIA LTD AGM Meeting Date: 05/26/2005 Issuer: G8063F106 ISIN: BMG8063F1068 SEDOL: 5797879, 6175463, 6771032, B01XWP6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE AUDITED ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For 3.i RE-ELECT MR. ALEXANDER REID HAMILTON AS A DIRECTOR Management For 3.ii RE-ELECT MR. LEE YONG SUN AS A DIRECTOR Management For 3.iii RE-ELECT MR. TOW HENG TAN AS A DIRECTOR Management For 3.iv RE-ELECT MR. YE LONGFEI AS A DIRECTOR Management For 4. APPROVE TO FIX THE DIRECTORS FEES INCLUDING Management For THE FEES PAYABLE TO THE MEMBERS OF THE AUDIT AND REMUNERATION COMMITTEES 5. RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Management For THE AUDITORS AND AUTHORIZE THE DI RECTORS OF THE COMPANY TO FIX THEIR REMUNERATION 6.A AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management Against OR AFTER THE END OF THE RELEVAN T PERIOD TO MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWERS; THE AGGREGATE NOMINAL AMOUNT OF SHARE CAP ITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED WHETH ER PURSUANT TO AN OPTION OR OTHERWISE BY THE DIRECTORS OF THE COMPANY PURSUAN T TO THE APPROVAL AS SPECIFIED, OTHERWISE THAN PURSUANT TO: I) A RIGHTS ISSUE AS SPECIFIED , II) THE EXERCISE OF ANY OPTION UNDER ANY SHARE OPTION SCHEME O R SIMILAR ARRANGEMENT FOR THE GRANT OR ISSUE TO OPTION HOLDERS OF SHARES IN TH E COMPANY, III) ANY SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND ON SHARES OF THE COMPANY IN ACCORDANCE WITH THE BYE-LAWS OF THE COMPANY, IV) THE EXERCIS E OF ANY CONVERSION RIGHTS ATTACHING TO THE ZERO COUPON GUARANTEED CONVERTIBLE BONDS DUE 2009 ISSUED BY SHANGRI-LA FINANCE LIMITED, AND V) ANY SPECIFIC AUTH ORITY, SHALL NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPIT AL OF THE COMPANY IN ISSUE AS AT THE DATE OF THE PASSING OF THIS RESOLUTION AN D THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLI ER OF EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATI ON OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE B YE-LAWS OF THE COMPANY OR ANY APPLICABLE LAWS OF BERMUDA TO BE HELD 6.B AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For THE RELEVANT PERIOD AS SPECIFI ED OF ALL POWERS OF THE COMPANY TO REPURCHASE ITS OWN SHARES ON THE STOCK EXC HANGE OF HONG KONG LIMITED THE HKSE OR ON ANY OTHER STOCK EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY BE LISTED AND RECOGNIZED BY THE SECURITIES AND F UTURES COMMISSION OF HONG KONG AND THE HKSE FOR THIS PURPOSE OR ON THE SINGAPO RE EXCHANGE SECURITIES TRADING LIMITED, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF SEC URITIES ON THE HKSE OR THAT OR ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME T O TIME AS THE CASE MAY BE ; THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COM PANY REPURCHASED BY THE COMPANY SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE OF THE PASS ING OF THIS RESOLUTION AND THE AUTHORITY PURSUANT TO PARAGRAPH (A) ABOVE SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NE XT AGM OF THE COMPANY IS REQUIRED BY THE BYE-LAWS OF THE COMPANY OR ANY APPLIC ABLE LAWS OF BERMUDA TO BE HELD 6.C AUTHORIZE THE DIRECTORS OF THE COMPANY, CONDITIONAL Management For UPON THE PASSING OF RESOLU TION NO. 6.B, AND FOR THE TIME BEING IN FORCE TO EXERCISE THE POWERS OF THE CO MPANY, TO ALLOT SHARES BE AND IS HEREBY EXTENDED BY THE ADDITION TO THE AGGREG ATE NOMINAL AMOUNT OF THE SHARE CAPITAL WHICH MAY BE ALLOTTED OR AGREED CONDIT IONALLY OR UNCONDITIONALLY TO BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURS UANT TO SUCH GENERAL MANDATE OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL A MOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED BY THE RESOLUTION NO. 6.B, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COM PANY IN ISSUE AS AT THE DATE OF THE PASSING OF THIS RESOLUTION S.7 AMEND THE BYE-LAWS OF THE COMPANY ADOPTED ON Management For 25 MAY 1993 AND AMENDED UP TO 25 MAY 2004 AS FOLLOWS: A) BY ADDING THE SPECIFIED NEW BYE-LAW 70A IMMEDIATELY AF TER BYE-LAW 70; B) BY DELETING THE EXISTING BYE-LAW 99 AND REPLACING IT WITH T HE SPECIFIED ONE; C) BY ADDING THE SPECIFIED PARAGRAPH IMMEDIATELY AFTER THE B YE-LAW 100(III) AND RE-NUMBERING THE BYE-LAW 100(IV) AS BYE-LAW 100(V); D) BY DELETING THE EXISTING BYE-LAW 182 (II) AND ITS SIDE-NOTE IN THEIR ENTIRETY AND REPLACING THEM WITH THE SPECIFIED ONE - ----------------------------------------------------------------------------------------------------------------------------- TOHO CO LTD AGM Meeting Date: 05/26/2005 Issuer: J84764117 ISIN: JP3598600009 SEDOL: 5791752, 6895200, B02LSJ5 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 5, FINAL JY 5, SPECIAL JY 10 2.1 ELECT DIRECTOR Management For 2.2 ELECT DIRECTOR Management For 2.3 ELECT DIRECTOR Management For 2.4 ELECT DIRECTOR Management For 2.5 ELECT DIRECTOR Management For 2.6 ELECT DIRECTOR Management For 2.7 ELECT DIRECTOR Management For 2.8 ELECT DIRECTOR Management For 2.9 ELECT DIRECTOR Management For 2.10 ELECT DIRECTOR Management For 2.11 ELECT DIRECTOR Management For 2.12 ELECT DIRECTOR Management For 3 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For - ----------------------------------------------------------------------------------------------------------------------------- HSBC HOLDINGS PLC AGM Meeting Date: 05/27/2005 Issuer: G4634U169 ISIN: GB0005405286 SEDOL: 0540528, 0560582, 2367543, 4097279, 5722592, 6153221, 6158163, 6165464, - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND CONSIDER THE ANNUAL ACCOUNTS AND Management For THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2004 2.a RE-ELECT SIR JOHN BOND AS A DIRECTOR Management For 2.b RE-ELECT MR. MR. R.K.F. CHLIEN AS A DIRECTOR Management For 2.c RE-ELECT MR. J.D. COOMBE AS A DIRECTOR Management For 2.d RE-ELECT THE BARONESS DUNN AS A DIRECTOR Management For 2.e RE-ELECT MR. D.J. FLINT AS A DIRECTOR Management For 2.f RE-ELECT MR. J.W.J. HUGHES-HALLETT AS A DIRECTOR Management For 2.g RE-ELECT SIR BRIAN MOFFAT AS A DIRECTOR Management For 2.h RE-ELECT S.W. NEWTON AS A DIRECTOR Management For 2.i RE-ELECT MR. H. SOHMEN AS A DIRECTOR Management For 3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR AT REMUNERATION Management For TO BE DETERMINED BY T HE GROUP AUDIT COMMITTEE 4. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 5. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For S.6 APPROVE TO DISAPPLY PRE-EMPTION RIGHTS Management For 7. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN ORDINARY Management For SHARES 8. AMEND THE HSBC HOLDINGS SAVINGS-RELATED SHARE Management For OPTION PLAN 9. AMEND THE HSBC HOLDINGS SAVINGS-RELATED SHARE Management For OPTION PLAN: INTERNATIONAL 10. APPROVE THE HSBC US EMPLOYEE STOCK PLAN US SUB-PLAN Management For 11. APPROVE THE HSBC SHARE PLAN Management For S.12 AMEND THE ARTICLES OF ASSOCIATION Management For * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Vote Proposal IN THE CUT-OFF DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- KINGFISHER PLC AGM Meeting Date: 05/27/2005 Issuer: G5256E441 ISIN: GB0033195214 SEDOL: 3319521, 7617328, 7617339, B01DL82 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For INCLUDING THE CORPORATE GOVERNAN CE REPORT AND THE FINANCIAL STATEMENTS ANNUAL REPORT AND ACCOUNTS FOR THE YE 29 JAN 2005, TOGETHER WITH THE REPORT OF THE AUDITORS 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 29 JAN 2005 3. DECLARE A FINAL DIVIDEND OF 6.8 PENCE ON THE Management For ORDINARY SHARES FOR PAYMENT ON 03 JUN 2005 4. RE-ELECT MR. PHIL BENTLEY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION OF THE COMPANY 5. RE-ELECT DR. GERRY MURPHY AS A DIRECTOR, WHO Management For RETIRES IN ACCORDANCE WITH THE AR TICLES OF ASSOCIATION OF THE COMPANY 6. RE-ELECT MR. JOHN NELSON AS A DIRECTOR, WHO RETIRES Management For IN ACCORDANCE WITH THE ART ICLES OF ASSOCIATION OF THE COMPANY 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For COMPANY S AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For FOR ANY EXITING AUTHOR ITY, TO ALLOT RELEVANT SECURITIES AS DEFINED IN SECTION 80 OF THE COMPANIES AC T 1985 THE ACT UP TO AN AGGREGATE NOMINAL VALUE OF THE RELEVANT SECURITIES A LLOTTED UNDER THIS AUTHORITY SHALL NOT EXCEED GBP 105,980,861; AUTHORITY EXPI RES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 DEC 200 6 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS A UTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND PURSUA NT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTIO N 94(2) TO SECTION 94(3A), DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECT ION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SEC URITIES I) IN CONNECTION WITH AN ISSUE FOR CASH; II) FOR CASH WHERE THIS AUTHO RITY SHALL BE LIMITED IN AGGREGATE TO THE ALLOTMENT OF, OR INVOLVING EQUITY SH ARE CAPITAL NOT EXCEEDING 5% OF THE NOMINAL VALUE OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE HEREOF; AUTHORITY EXPIRES THE EARLIER OF THE CO NCLUSION OF THE AGM OF THE COMPANY OR 01 DEC 2006 ; AND THE DIRECTORS MAY ALLO T EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.10 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 44 Management For OF THE COMPANY S ARTICLES OF ASS OCIATION AND SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION 163(3) OF UP TO 234,830,336 ORDINARY SHARES AND THE MINIMUM PRICE SHALL BE THE NOMIN AL VALUE THEREOF, IN BOTH CASES EXCLUSIVE OF ADVANCE CORPORATION TAX, IF ANY, PAYABLE TO THE COMPANY AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 DEC 2006 ; THE COMPANY, BEFORE THE EXPIRY, M AY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED W HOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- LAWSON INC, OSAKA AGM Meeting Date: 05/27/2005 Issuer: J3871L103 ISIN: JP3982100004 SEDOL: 4197771, 6266914, B02HSG0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 35, FINAL JY 35, SPECIAL JY 0 2 AMEND ARTICLES TO: EXPAND BUSINESS LINES - DECREASE Management For AUTHORIZED CAPITAL TO REFLECT SHARE REPURCHASE 3.1 ELECT DIRECTOR Management For 3.2 ELECT DIRECTOR Management For 4.1 APPOINT INTERNAL STATUTORY AUDITOR Management For 4.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against 5 APPROVE EXECUTIVE STOCK OPTION PLAN Management For 6 APPROVE DEEP DISCOUNT STOCK OPTION PLAN Management For 7 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against STATUTORY AUDITOR, AND SPECIAL PAYMENTS TO CONTINUING DIRECTORS IN CONNECTION WITH ABOLITION OF RETIREMENT BONUS SYSTEM - ----------------------------------------------------------------------------------------------------------------------------- ROYAL & SUN ALLIANCE INSURANCE GROUP PLC AGM Meeting Date: 05/27/2005 Issuer: G8566X133 ISIN: GB0006616899 SEDOL: 0661689, 5688746, B01DQ10 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE 2004 REPORT AND THE ACCOUNTS Management For 2. APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 2.96P Management For PER ORDINARY SHARE FOR 2004 A ND THE DIVIDEND WILL BE PAID ON 02 JUN 2005 TO SHAREHOLDERS WHOSE NAMES WERE O N THE REGISTER OF MEMBERS OF ROYAL & SUNALLIANCE AT THE CLOSE OF BUSINESS ON 1 8 MAR 2005 3. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS UNTIL THE CONCLUSION OF THE NEXT YEAR AGM AND AUTHORIZE THE AUDIT & COMPLIANCE COMMITTEE TO SET THEIR FEES, IN ACCORDANCE WITH THE NEW COMBINED CODE 4. RE-APPOINT MR. DAVID PAIGE AS A DIRECTOR Management For 5. APPROVE THE REMUNERATION REPORT CONTAINED IN Management For THE ANNUAL REPORT AND THE ACCOUNT S FOR 2004 6. AUTHORIZE THE COMPANY, FOR THE PURPOSES OF PART Management For XA OF THE COMPANIES ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXPEN DITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 100,000; AUTHORITY EXPIRES EAR LIER AT THE CONCLUSION OF THE NEXT AGM OR ON 26 AUG 2006 7. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ANY EXISTING AUTHORITY AND FOR TH E PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIE S SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 441,966,663; AUTHORIT Y EXPIRES EARLIER AT THE CONCLUSION OF THE AGM OF THE COMPANY NEXT YEAR OR ON 26 AUG 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SU CH EXPIRY S.8 AUTHORIZE THE DIRECTORS OF THE COMPANY, IN SUBSTITUTION Management For FOR ANY EXISTING AUTHO RITY, SUBJECT TO THE PASSING OF RESOLUTION 7, TO ALLOT EQUITY SECURITIES SECT ION 94 FOR CASH, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A ) AS DECIDED BY THE DIRECTORS: I) TO THE HOLDERS OF ORDINARY SHARES OF ROYAL & SUNALLIANCE IN PROPORTION AS NEARLY AS PRACTICABLE TO THEIR EXISTING HOLDIN GS AS SHOWN ON THE REGISTER OF MEMBERS ON ANY DATE SELECTED BY THE DIRECTORS; AND II) TO THE HOLDERS OF OTHER EQUITY SECURITIES, IF THIS IS REQUIRED BY THE RIGHTS ATTACHED TO THOSE SECURITIES, OR IF THE DIRECTORS DECIDE IT IS APPROPRI ATE, AS PERMITTED BY THE RIGHTS ATTACHED TO THOSE SECURITIES; B) UP TO AN AGGR EGATE NOMINAL AMOUNT OF GBP 40,044,999; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 26 AUG 2006 ; AND THE DIRECTORS M AY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163 OF THE COMPANIES A CT 1985 OF UP TO 291,236,359 ORDINARY SHARES, AT A MINIMUM PRICE OF NOT LESS THAN MINIMUM VALUE CURRENTLY 27.5P FOR EACH ORDINARY SHARES PURCHASED AND UP TO 5% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM TH E LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS ; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMP ANY OR 26 AUG 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PU RCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SU CH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- SEVEN-ELEVEN JAPAN CO LTD AGM Meeting Date: 05/27/2005 Issuer: J71305106 ISIN: JP3423000003 SEDOL: 5686353, 6797179, B02LHF4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For DIVIDENDS: INTERIM JY 21.5, FINAL JY 21.5, SPECIAL JY 0 2 APPROVE FORMATION OF JOINT HOLDING COMPANY WITH Management For ITO-YOKADO CO. AND DENNY S JAPAN CO. 3 AMEND ARTICLES TO CHANGE RECORD DATE FOR PAYMENT Management For OF INTERIM DIVIDENDS 4.1 ELECT DIRECTOR Management For 4.2 ELECT DIRECTOR Management For 4.3 ELECT DIRECTOR Management For 4.4 ELECT DIRECTOR Management For 4.5 ELECT DIRECTOR Management For 4.6 ELECT DIRECTOR Management For 4.7 ELECT DIRECTOR Management For 4.8 ELECT DIRECTOR Management For 4.9 ELECT DIRECTOR Management For 4.10 ELECT DIRECTOR Management For 4.11 ELECT DIRECTOR Management For 4.12 ELECT DIRECTOR Management For 4.13 ELECT DIRECTOR Management For 4.14 ELECT DIRECTOR Management For 4.15 ELECT DIRECTOR Management For 4.16 ELECT DIRECTOR Management For 5.1 APPOINT INTERNAL STATUTORY AUDITOR Management Against 5.2 APPOINT INTERNAL STATUTORY AUDITOR Management Against 6 APPROVE RETIREMENT BONUSES FOR DIRECTORS AND Management Against STATUTORY AUDITOR - ----------------------------------------------------------------------------------------------------------------------------- REPSOL YPF SA OGM Meeting Date: 05/30/2005 Issuer: E8471S130 ISIN: ES0173516115 SEDOL: 2525095, 5669343, 5669354, B0389R0 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE, IF APPROPRIATE, THE ANNUAL FINANCIAL Management For STATEMENTS, BALANCE SHEET, PROFI T AND LOSS ACCOUNT AND THE ANNUAL REPORT, AND THE MANAGEMENT REPORT OF REPSOL YPF, S.A, OF THE CONSOLIDATED ANNUAL FINANCIAL STATEMENTS, CONSOLIDATED BALANC E SHEET, CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED ANNUAL REPO RT, AND THE CONSOLIDATED MANAGEMENT REPORT, FOR THE FYE 31 DEC 2004 OF THE PRO POSAL OF APPLICATION OF ITS EARNINGS AND OF THE MANAGEMENT BY THE BOARD OF DIR ECTORS DURING SAID YEAR 2. RECEIVE THE INFORMATION TO THE GENERAL SHAREHOLDERS Management For MEETING ON THE AMENDMENTS TO THE REGULATIONS OF THE BOARD OF DIRECTORS 3. AMEND THE CHAPTER II OF THE TITLE IV, RELATED Management For TO THE BOARD OF DIRECTORS, THE A RTICLE 40 RELATED TO THE AUDIT, ARTICLE 47 RELATED TO RESOLUTION OF DISPUTES A ND THE CONSEQUENT REMUNERATION OF ARTICLE 38 AND THE CONSECUTIVES OF THE ARTIC LES OF ASSOCIATION 4. APPOINT OR RE-ELECT THE DIRECTORS Management For 5. APPOINT THE ACCOUNTS AUDITOR OF REPSOL YPF, S.A Management For AND ITS CONSOLIDATED GROUP 6. AUTHORIZE THE BOARD OF DIRECTORS FOR THE DERIVATIVE Management For ACQUISITION OF SHARES OF R EPSOL YPF, S.A DIRECTLY OR THROUGH CONTROLLED COMPANIES, WITHIN A PERIOD OF 18 MONTHS FROM THE RESOLUTION OF THE SHAREHOLDERS MEETING, LEAVING WITHOUT EFFEC T THE AUTHORIZATION GRANTED BY THE ORDINARY GENERAL SHAREHOLDERS MEETING HELD ON 31 MAR 2004 7. AUTHORIZE THE BOARD OF DIRECTORS TO RESOLVE THE Management For INCREASE OF THE CAPITAL STOCK, UP TO THE MAXIMUM AMOUNT LEGALLY PRESCRIBED, WITH THE POSSIBILITY OF EXCLUDIN G THE PREEMPTIVE RIGHTS, LEAVING WITHOUT EFFECT THE 6TH RESOLUTION OF THE GENE RAL SHAREHOLDERS MEETING HELD ON 21 APR 2002 8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE DEBENTURES, Management For BONDS AND ANY OTHER FIXE D RATE SECURITIES OF ANALOGOUS NATURE, SIMPLES OR EXCHANGEABLES BY ISSUED SHAR ES OF OTHER COMPANIES, AS WELL AS PROMISSORY NOTES AND PREFERENCE SHARES, AND TO GUARANTEE THE ISSUE OF SECURITIES BY THE COMPANIES WITHIN THE GROUP, LEAVIN G WITHOUT EFFECT, IN THE PORTION NOT USED, THE 12TH RESOLUTION OF THE GENERAL SHAREHOLDERS MEETING HELD ON 28 JUN 2000 9. GRANT AUTHORITY TO SUPPLEMENT, DEVELOP, EXECUTE, Management For RECTIFY OR FORMALIZE THE RESO LUTIONS ADOPTED BY THE GENERAL SHAREHOLDERS MEETING * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 31 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- TECHTRONIC INDUSTRIES CO LTD AGM Meeting Date: 05/30/2005 Issuer: Y8563B159 ISIN: HK0669013440 SEDOL: B0190C7, B01BM83, B031W92 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE STATEMENTS OF ACCOUNTS AND THE REPORTS Management For OF THE DIRECTORS AND THE AU DITORS FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND OF HKD 12.50 CENTS PER Management Against SHARE TO SHAREHOLDERS WHOSE NA MES APPEAR ON THE REGISTER OF MEMBERS OF THE COMPANY ON 17 JUN 2005 3.1 RE-ELECT MR. HORST JULIUS PUDWILL AS A DIRECTOR Management For AND APPROVE TO FIX HIS REMUNER ATION 3.2 RE-ELECT MR. VINCENT TING KAU CHEUNG AS A DIRECTOR Management For AND APPROVE TO FIX HIS REMU NERATION 3.3 RE-ELECT MR. CHRISTOPHER PATRICK LANGLEY AS A Management For DIRECTOR AND APPROVE TO FIX HIS REMUNERATION 3.4 RE-ELECT MR. MANFRED KUHLMANN AS A DIRECTOR AND Management For APPROVE TO FIX HIS REMUNERATIO N 4. APPOINT THE AUDITORS AND APPROVE TO FIX THEIR Management For REMUNERATION 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management Against ISSUE AND DEAL WITH ADDITIONA L SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AN D OPTIONS INCLUDING BONDS, NOTES, WARRANTS, DEBENTURES AND SECURITIES CONVERT IBLE INTO SHARES OF THE COMPANY DURING AND AFTER THE RELEVANT PERIOD, NOT EXC EEDING THE AGGREGATE OF A) 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED S HARE CAPITAL OF THE COMPANY IN CASE OF AN ALLOTMENT AND ISSUE OF SHARES FOR A CONSIDERATION OTHER THAN CASH; AND B) 10% OF THE AGGREGATE NOMINAL AMOUNT OF T HE ISSUED SHARE CAPITAL OF THE COMPANY IN CASE OF AN ALLOTMENT AND ISSUE OF SH ARES FOR CASH AND ANY SHARES TO BE ALLOTTED AND ISSUED PURSUANT TO THE APPROVA L IN THIS RESOLUTION SHALL NOT BE ISSUED AT A DISCOUNT OF MORE THAN 5% TO THE BENCHMARKED PRICE OF THE SHARES AND THE SAID APPROVAL SHALL BE LIMITED ACCORDI NGLY, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) THE EXERCISE OF SUB SCRIPTION OR CONVERSION RIGHTS UNDER THE TERMS OF ANY WARRANTS AND SECURITIES; OR III) THE EXERCISE OF ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT; OR IV ) AN ISSUE OF SHARES BY WAY OF SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORI TY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY THE ARTICLE S OF ASSOCIATION OF THE COMPANY OR ANY APPLICABLE LAWS 6. AUTHORIZE THE DIRECTORS OF THE COMPANY TO REPURCHASE Management For SHARES IN THE CAPITAL OF THE COMPANY DURING THE RELEVANT PERIOD, ON THE STOCK EXCHANGE OF HONG KONG LIM ITED OR ANY OTHER EXCHANGE ON WHICH THE SHARES OF THE COMPANY MAY BE LISTED AN D RECOGNIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND THE STO CK EXCHANGE ON SHARE REPURCHASES FOR SUCH PURPOSES, SUBJECT TO AND IN ACCORDAN CE WITH ALL APPLICABLE LAWS AND REGULATIONS, AT SUCH PRICE AS THE DIRECTORS MA Y AT THEIR DISCRETION DETERMINE IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REG ULATIONS, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHAR E CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OR THE EXPIRAT ION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPNAY IS REQUIRED BY THE ARTICLES OF ASSOCIATION OF THE COMPANY OR ANY APPLICABLE LAWS 7. APPROVE, CONDITIONAL UPON THE PASSING OF RESOLUTIONS Management For 5 AND 6, TO ADD THE AGGRE GATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COM PANY PURSUANT TO RESOLUTION 6, TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CA PITAL OF THE COMPANY THAT MAY BE ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITI ONALLY TO BE ALLOTTED BY THE DIRECTORS OF THE COMPANY PURSUANT AND IN ACCORDAN CE WITH THE RESOLUTION 5 8. APPROVE TO REFRESH THE EXISTING SCHEME MANDATE Management Against LIMIT IN RESPECT OF THE GRANTIN G OPTIONS TO SUBSCRIBE FOR SHARES OF THE COMPANY UNDER THE SHARE OPTION SCHEME ADOPTED BY THE COMPANY ON 28 MAR 2002 THE SHARE OPTION SCHEME , PROVIDED T HAT TOTAL NUMBER OF SHARES WHICH MAY BE ALLOTTED AND ISSUED PURSUANT TO THE GR ANT OR EXERCISE OF THE OPTIONS UNDER THE SHARE OPTION SCHEME DOES NOT EXCEED 1 0% OF THE SHARES OF THE COMPANY IN ISSUE THE REFRESHED LIMIT AND SUBJECT T O THE LISTING COMMITTEE OF THE STOCK EXCHANGE OF HONG KONG LIMITED GRANTING TH E LISTING OF AND PERMISSION TO DEAL IN SUCH NUMBERS OF SHARES TO BE ISSUED PUR SUANT TO THE EXERCISE OF THE OPTIONS GRANTED UNDER THE REFRESHED LIMIT AND IN COMPLIANCE WITH THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXC HANGE OF HONG KONG LIMITED AUTHORIZE THE DIRECTORS OF THE COMPANY TO GRANT OPT IONS UNDER THE EXISTING SHARE OPTION SCHEME UP TO THE REFRESHED LIMIT AND ALLO T, ISSUE AND DEAL WITH THE SHARES TO BE ISSUED PURSUANT TO THE EXERCISE OF SUC H OPTIONS - ----------------------------------------------------------------------------------------------------------------------------- TELEFONICA SA OGM Meeting Date: 05/30/2005 Issuer: E90183182 ISIN: ES0178430E18 SEDOL: 0798394, 2608413, 5720972, 5732524, 5736322, 5786930, 6167460, B0389V4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 31 MAY 2005 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VA LID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE ALSO BE ADVISED THAT AD DITIONAL INFORMATION CONCERNING TELEFONICA SA CAN ALSO BE VIEWED ON THE COMP ANY S WEBSITE: HTTP://WWW.TELEFONICA.ES. THANK YOU. 1. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For ANNUAL ACCOUNTS AND MANAGEMENT REPORT OF TELEFONICA, S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES, AS WELL A S THE PROPOSAL FOR THE APPLICATION OF THE RESULTS OF TELEFONICA, S.A., AND THA T OF THE MANAGEMENT OF THE COMPANY S BOARD OF DIRECTORS, ALL FOR THE 2004 FINA NCIAL YEAR. 2. SHAREHOLDER REMUNERATION: A) DISTRIBUTION OF Management For DIVIDENDS WITH A CHARGE TO THE AD DITIONAL PAID- IN CAPITAL RESERVE AND B) EXTRAORDINARY NON-CASH DISTRIBUTION O F ADDITIONAL PAID- IN CAPITAL. 3. EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE Management For PROPOSED MERGER OF TELEFONICA, S.A. AND TERRA NETWORKS, S.A. AND APPROVAL, AS THE MERGER BALANCE SHEET, OF T ELEFONICA, S.A. S BALANCE SHEET CLOSED ON DECEMBER 31, 2004. APPROVAL OF MERGE R BETWEEN TELEFONICA, S.A. AND TERRA NETWORKS, S.A. BY MEANS OF THE ABSORPTION OF THE LATTER BY THE FORMER, WITH THE EXTINCTION OF TERRA NETWORKS, S.A. AND THE EN BLOC TRANSFER OF ALL OF ITS ASSETS AND LIABILITIES TO TELEFONICA, S.A., WITH THE PROVISION THAT THE EXCHANGE SHALL BE SATISFIED THROUGH THE DELIVERY OF TREASURY SHARES OF TELEFONICA S.A., ALL IN ACCORDANCE WITH THE PROVISIONS O F THE MERGER PLAN. APPLICATION OF THE SPECIAL TAX REGIME SET FORTH IN CHAPTER VIII OF TITLE VII OF THE RESTATED TEXT OF THE CORPORATE INCOME TAX LAW IN CONN ECTION WITH THE MERGER. ESTABLISHMENT OF PROCEDURES TO FACILITATE THE EXCHANGE OF SHARES. DELEGATION OF POWERS. 4. APPOINTMENT OF DIRECTORS. Management For 5. DESIGNATION OF THE ACCOUNTS AUDITOR FOR TELEFONICA, Management For S.A. AND ITS CONSOLIDATED GROUP OF COMPANIES, UNDER THE PROVISIONS OF ARTICLE 42 OF THE SPANISH COMMERCE CODE (CODIGO DE COMERCIO) AND ARTICLE 204 OF THE SPANISH CORPORATIONS ACT (LE Y DE SOCIEDADES ANONIMAS). 6. AUTHORIZATION FOR THE ACQUISITION OF TREASURY Management For STOCK, DIRECTLY OR THROUGH GROUP COMPANIES. 7. REDUCTION OF SHARE CAPITAL THROUGH THE AMORTIZING Management For OF TREASURY STOCK, WITH THE EXCLUSION OF THE RIGHT TO OPPOSITION BY CREDITORS, THROUGH THE REDRAFTING OF T HE ARTICLE IN THE BYLAWS THAT REFERS TO THE SHARE CAPITAL. 8. DELEGATION OF POWERS TO FORMALIZE, CONSTRUE, Management For CORRECT AND EXECUTE THE RESOLUTIO NS ADOPTED BY THE ANNUAL GENERAL SHAREHOLDERS MEETING. - ----------------------------------------------------------------------------------------------------------------------------- WMC RES LTD AGM Meeting Date: 05/30/2005 Issuer: Q9737U106 ISIN: AU000000WMR6 SEDOL: 6571469 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL REPORT AND THE REPORTS Non-Voting Non-Vote Proposal OF THE DIRECTORS AND OF THE AUDIT OR FOR THE YE 31 DEC 2004 2.a RE-ELECT MR. TOMMIE C-E. BERGMAN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 2.b RE-ELECT PROFESSOR ADRIENNE E. CLARKE AC AS A Management For DIRECTOR, WHO RETIRES IN ACCORDA NCE WITH THE COMPANY S CONSTITUTION 2.c RE-ELECT MR. DAVID E. MEIKLEJOHN AS A DIRECTOR, Management For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION * TRANSACT ANY OTHER BUSINESS Non-Voting Non-Vote Proposal - ----------------------------------------------------------------------------------------------------------------------------- FINMECCANICA SPA, ROMA MIX Meeting Date: 05/31/2005 Issuer: T4502J110 ISIN: IT0001407847 BLOCKING SEDOL: 5848539, 5859951, B020CV2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM THERE WILL BE A SEC OND CALL ON 01 JUN 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CA LLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED. THANK YOU. O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management 2004; BOARD OF DIRECTORS , INTER NAL AND EXTERNAL AUDITORS REPORTS O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS MEMBERS Management NUMBER O.3 APPROVE TO INTEGRATE THE PRICEWATERHOUSECOOPERS Management REMUNERATION FOR THE PROCEDUR ES BASED ON NEW INTERNATIONAL AUDITING PRINCIPLES O.4 GRANT AUTHORITY TO BUY AND DISPOSE OF NEW SHARES; Management APPROVE THE STOCK OPTION PLA N FOR YEARS 2005-2007 E.1 APPROVE THE SHARES GROUPING WITH A RATIO OF 1 Management NEW ORDINARY SHARE FACE VALUE E UR 4.40 FOR EVERY 20 ORDINARY SHARES HELD FACE VALUE EUR 0.22 E.2 AMEND ARTICLE 8 OF THE BY-LAW Management - ----------------------------------------------------------------------------------------------------------------------------- GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP AGM Meeting Date: 05/31/2005 Issuer: X5967A101 ISIN: GRS419003009 BLOCKING SEDOL: 7107250 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2004 Management AFTER HEARING THE BOARD OF DI RECTOR S AND AUDITORS RELEVANT REPORTS 2. APPROVE THE PROFITS APPROPRIATION Management 3. APPROVE THE EXEMPTION OF THE BOARD OF DIRECTORS Management MEMBERS AND THE AUDITORS FROM ANY LIABILITY FOR INDEMNITY FOR THE FY 2004 4. ELECT THE CERTIFIED AUDITORS, TWO REGULAR AND Management TWO SUBSTITUTE, FOR THE FY 2005 AND DETERMINATION OF THEIR FEES 5. APPROVE THE BOARD OF DIRECTORS REMUNERATION Management FOR THE FY 2005 6. APPROVE THE BOARD OF DIRECTORS PARTICIPATION Management IN COMMITTEES AND THE FEES FOR T HE FY 2005 7. RATIFY THE ELECTION OF A MEMBER OF THE BOARD Management OF DIRECTOR IN REPLACEMENT OF A R ESIGNED MEMBER 8. APPROVE THE CHAIRMAN OF THE BOARD OF DIRECTORS Management MONTHLY REMUNERATION FROM 22 M AR 2005 TO 31 MAY 2005 AND DETERMINATION OF HIS MONTHLY REMUNERATION FROM 01 J UN 2005 9. APPROVE THE CONTRACT WITH THE NEW MANAGING DIRECTOR Management FROM 22 MAR 2005 TO 31 MAY 2005 AND GRANT AUTHORITY COMPANY S BOARD OF DIRECTOR S IN ORDER TO SIGN THE A FORESAID CONTRACT 10. AMEND THE PARAGRAPH 11, ARTICLE 5 SHARE CAPITAL Management SHAREHOLDERS OF THE COMPANY S ARTICLES OF ASSOCIATION ACCORDING TO ARTICLE 14 PARAGRAPH 1 OF LAW 3336/2005 11. MISCELLANEOUS ANNOUNCEMENTS Other - ----------------------------------------------------------------------------------------------------------------------------- EURONEXT NV, AMSTERDAM AGM Meeting Date: 06/01/2005 Issuer: N3113K108 ISIN: NL0000241511 BLOCKING SEDOL: 7153758, 7153769, 7153770 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. OPENING Non-Voting 2. APPOINT A SECRETARY FOR THE MEETING Management 3.a RECEIVE THE REPORT OF THE BOARD OF MANAGEMENT Management FOR THE FY 2004 3.b APPROVE TO ESTABLISH THE ANNUAL ACCOUNTS Management 3.c APPROVE THE RESERVATION AND DIVIDEND POLICY Management 3.d APPROVE THE DIVIDEND PAYMENT Management 4.a GRANT DISCHARGE TO THE BOARD OF MANAGEMENT Management 4.b GRANT DISCHARGE TO THE SUPERVISORY BOARD Management 5. APPOINT AN AUDITOR Management 6. APPROVE THE CORPORATE GOVERNANCE Management 7. APPROVE THE PROFILE OF THE SUPERVISORY BOARD Management 8. APPROVE THE NOTICE OF THE PROPOSED APPOINTMENT Management BY THE SUPERVISORY BOARD OF A M EMBER OF THE BOARD OF MANAGEMENT 9. APPROVE THE REMUNERATION POLICY OF THE BOARD Management OF MANAGEMENT 10. APPROVE THE REMUNERATION OF THE SUPERVISORY BOARD Management AND THE COMMITTEES OF THE SU PERVISORY BOARD 11. APPROVE THE EURONEXT EXECUTIVE INCENTIVE PLAN Management 12.a AUTHORIZE THE BOARD OF MANAGEMENT TO ACQUIRE Management FULLY PAID SHARES OF THE COMPANY 12.b APPROVE TO REDUCE THE ISSUES CAPITAL BY CANCELING Management ACQUIRED SHARES 12.c AUTHORIZE THE BOARD OF MANAGEMENT, FOR PERIOD Management OF 18 MONTHS, TO ISSUE SHARES AN D TO GRANT RIGHTS TO ACQUIRE SHARES 12.d AUTHORIZE THE BOARD OF MANAGEMENT, FOR PERIOD Management OF 10 MONTHS, TO LIMIT OR EXCLUD E THE PRE-ENDIVE RIGHT 13. AMEND THE ARTICLES OF ASSOCIATION, INCLUDING Management THE ABOLISHMENT OF THE STRUCTURE REGIME 14. ANY OTHER BUSINESS Other 15. CLOSURE Non-Voting * PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting AT THIS GENERAL MEETING ARE RE LAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 27 MAY 2005 SHARES CAN BE TRADED THEREAFTER. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- GAMESA CORPORACION TECNOLOGICA SA OGM Meeting Date: 06/01/2005 Issuer: E54667113 ISIN: ES0143416115 SEDOL: B01CP21, B01D7H3, B01QLN6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE: THE ANNUAL ACCOUNTS, BALANCE SHEET, Management For PROFIT AND LOSS ACCOUNT AND NOTES TO THE ACCOUNTS; THE MANAGEMENT REPORT OF GAMESA CORPORACION TECHNOLOGICAL, S OCIEDADA ANONIMA, AND ITS CONSOLIDATED GROUP, FOR THE YEAR 2004; MANAGEMENT OF THE BOARD OF DIRECTORS, RESOLUTIONS CONCERNING APPLICATION OF PROFITS AND DIV IDEND DISTRIBUTION 2. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE DERIVATIVE ACQUISITION OF WO N SHARES, EITHER DIRECTLY OR VIA SUBSIDIARY COMPANIES, UNDER THE TERMS AGREED BY THE GENERAL MEETING AND WITHIN THE LIMITS AND REQUIREMENTS PROVIDED BY LAW, THEN PROCEEDING TO THEIR SALE 3. APPROVE THE APPROPRIATE RESOLUTIONS REGARDING Management For THE FINANCIAL AUDITORS OF THE CO MPANY AND ITS CONSOLIDATED GROUP, UNDER THE PROVISIONS OF ARTICLE 42 OF THE CO MMERCIAL CODE AND SECTION 204 OF THE SPANISH LIMITED COMPANIES CONSOLIDATION A CT, TEXTO REFUNDIDO DE LA LEY DE SOCIEDADES ANONIMAS 4. RATIFY THE APPOINTMENTS DECIDED BY THE BOARD Management For OF DIRECTORS BY MEANS OF CO-OPTAT ION 5. APPROVE THE DELEGATION OF POWERS TO EXECUTE AND Management For DEVELOP THE RESOLUTIONS PASSED BY THE GENERAL MEETING AS WELL AS FOR THEIR PUBLIC RECORDING * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 02 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL HOTELS GROUP PLC AGM Meeting Date: 06/01/2005 Issuer: G4803W111 ISIN: GB00B03NF665 SEDOL: B03NF66, B0516X2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS FOR Management For THE YE 31 DEC 2004, TOGETHER WI TH THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4.a APPOINT MR. ANDREW COSSLETT AS A DIRECTOR OF Management For THE COMPANY 4.b APPOINT MR. DAVID KAPPLER AS A DIRECTOR OF THE Management For COMPANY 4.c RE-APPOINT MR. ROBERT C. LARSON AS A DIRECTOR Management For OF THE COMPANY 4.d RE-APPOINT MR. RICHARD HARTAMN AS A DIRECTOR Management For OF THE COMPANY 4.e RE-APPOINT MR. RALPH KUGLER AS A DIRECTOR OF Management For THE COMPANY 4.f RE-APPOINT MR. RICHARD SOLOMONS AS A DIRECTOR Management For OF THE COMPANY 5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For OF THE COMPANY TO HOLD THE OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE TO BE LAID BEFORE THE COMPANY 6. AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD TO Management For AGREE THE AUDITORS REMUNERATION 7. AUTHORIZE THE COMPANY AND ANY COMPANY THAT IS Management For OR BECOMES A SUBSIDIARY OF THE C OMPANY DURING THE PERIOD TO WHICH THE RESOLUTION RELATES, FOR THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985, TO: I MAKE DONATIONS TO EU POLITICAL ORGAN IZATIONS; OR II INCUR EU POLITICAL EXPENDITURE; IN AN AGGREGATE AMOUNT NOT EX CEEDING GBP 100,000 DURING THE PERIOD ENDING ON THE DATE OF THE AGM IN 2006 8. AUTHORIZE THE DIRECTORS, PURSUANT TO, AND IN Management For ACCORDANCE WITH, SECTION 80 OF TH E COMPANIES ACT 1985 AND WITHIN THE TERMS OF ARTICLE 13 OF THE ARTICLES OF ASS OCIATION OF THE COMPANY TO EXERCISE, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 225,019,783; AUTHORITY EXPIRES AT THE EARLIER OF CONCLUSION OF THE NEXT AGM O F THE COMPANY OR 01 SEP 2006 S.9 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For ALL PREVIOUS AUTHORITIES, PURSUAN T TO ANY AUTHORITY FOR THE TIME BEING IN FORCE UNDER SECTION 80 OF THE COMPANI ES ACT 1985, AUTHORITY RELATES TO THE ALLOTMENT OF EQUITY SECURITES RATHER TH AN THE SALE OF THE TREASURY SHARES WITH IN THE TERMS OF ARTICLE 13 OF THE ART ICLES OF ASSOCIATIONS OF THE COMPANY; DISAPPLYING THE STATUTORY PRE-EMPTION RI GHTS SECTION 89(1) OF THE COMPANIES ACT : I) IN CONNECTION WITH A RIGHTS ISSU E; II) AND IN CONNECTION WITH A RIGHTS ISSUE, UP TO AN AGGREGATE NOMINAL AMOUN T OF GBP 33,752,967; AUTHORITY EXPIRES THE EARLIER OF THE NEXT AGM OF THE COM PANY OR 01 SEP 2006 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS OF EQUITY SECURITI TES SHALL INCLUDE A SALE OF TREASURY SHARES S.10 AUTHORIZE THE COMPANY, SUBJECT TO AND IN ACCORDANCE Management For WITH ARTICLE 10 OF THE COM PANY S ARTICLES OF ASSOCIATION, TO MAKE MARKET PURCHASES SECTION 163(3) OF TH E COMPANIES ACT 1985 OF UP TO 90,349,461 ORDINARY SHARES OF 112 PENCE EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 112 PENCE AND NOT MORE THAN 105% ABOVE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE AS D ERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT A GM OF THE COMPANY OR 01 SEP 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR P ARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL HOTELS GROUP PLC EGM Meeting Date: 06/01/2005 Issuer: G4803W111 ISIN: GB00B03NF665 SEDOL: B03NF66, B0516X2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- S.1 APPROVE FOR THE PURPOSE OF GIVING EFFECT TO THE Management For SCHEME OF ARRANGEMENT DATED 03 MAY 2005, BETWEEN THE COMPANY AND THE HOLDERS OF ITS SCHEME SHARES AS DEFINE D IN THE SAID SCHEME , AND FOR THE IDENTIFICATION SIGNED BY THE CHAIRMAN THERE OF IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CO NDITION APPROVED OR IMPOSED BY THE COURT (THE SCHEME ): (A) THE CAPITAL OF TH E COMPANY BE REDUCED BY CANCELLING AND EXTINGUISHING ALL THE SCHEME SHARES AS DEFINED IN THE SCHEME ; AND (B) SUBJECT TO AND FORTHWITH UPON THE SAID REDUCT ION OF CAPITAL TAKING EFFECT AND NOTWITHSTANDING ANY OTHER PROVISION IN THE CO MPANY S ARTICLES OF ASSOCIATION: (I) THE CAPITAL OF THE COMPANY BE INCREASED T O ITS FORMER AMOUNT BY THE CREATION OF SUCH NUMBER OF ORDINARY SHARES OF 112 P ENCE EACH ( ORDINARY SHARES ) AS SHALL BE EQUAL TO THE NUMBER OF SCHEME SHARES CANCELLED PURSUANT TO PARAGRAPH (A) ABOVE; (II) THE RESERVE ARISING IN THE BO OKS OF ACCOUNT OF THE COMPANY AS A RESULT OF THE SAID REDUCTION OF CAPITAL BE CAPITALIZED AND APPLIED IN PAYING UP IN FULL AT PAR THE ORDINARY SHARES, SUCH ORDINARY SHARES TO BE ALLOTTED AND ISSUED CREDITED AS FULLY PAID TO NEW INTERC ONTINENTAL HOTELS GROUP PLC AND/OR ITS NOMINEE(S); AND (III) THE DIRECTORS OF THE COMPANY, GENERALLY AND UNCONDITIONALLY AUTHORITY FOR THE PURPOSE OF SECTIO N 80 OF THE COMPANIES ACT 1985, TO ALLOT THE ORDINARY SHARES UP TO AN AGGREGAT E NOMINAL AMOUNT OF GBP 750,000,000; AUTHORITY EXPIRES ON 31 DEC 2005 ; THIS AUTHORITY SHALL BE IN ADDITION AND WITHOUT PREJUDICE TO ANY OTHER AUTHORITY UN DER THE SAID SECTION 80 PREVIOUSLY GRANTED AND IN FORCE ON THE DATE ON WHICH T HIS RESOLUTION IS PASSED; WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION AND INCLUSI ON OF A NEW ARTICLE 11A - ----------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL HOTELS GROUP PLC CRT Meeting Date: 06/01/2005 Issuer: G4803W111 ISIN: GB00B03NF665 SEDOL: B03NF66, B0516X2 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. APPROVE A SCHEME OF ARRANGEMENT PROPOSED TO BE Management For MADE BETWEEN THE COMPANY AND TH E HOLDERS OF THE SCHEME SHARES - ----------------------------------------------------------------------------------------------------------------------------- PUBLICIS GROUPE SA MIX Meeting Date: 06/01/2005 Issuer: F7607Z165 ISIN: FR0000130577 BLOCKING SEDOL: 4380429, 4380548, B030QB9, B043CD1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting 5 DAYS PRIOR TO THE MEETING DATE , DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING DA TE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE PROXY C ARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESE NTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. TH E FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL F ORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERE D INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERM EDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED THAT HAVE A T RADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOU NT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODI AN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROC ESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WILL ENSURE THAT THE LOCAL CU STODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACT IONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 O.1 RECEIVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management THE SUPERVISORY BOARD AND OF IT S CHAIRWOMAN AND THE GENERAL REPORT OF THE STATUTORY AUDITORS; APPROVE THE COR PORATE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE FY 2004, IN THE FORM PRESENTED TO THE MEETING O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management FOR THE SAID FY IN THE FORM PRES ENTED TO THE MEETING, SHOWING PROFITS OF EUR 236,000,000.00 AND A CONSOLIDATED NET INCOME OF EUR 210,000,000.00 o.3 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management COMMITTEE AND APPROPRIATE THE 200 4 PROFITS OF EUR 418,107,784.00 AS FOLLOWS: TO THE LEGAL RESERVE FOR: EUR 1,26 7,112.00; TO THE GLOBAL DIVIDEND FOR: EUR 58, 641,318.00; CARRY FORWARD ACCOUN T: EUR 358,199,354.00; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.3 0 PER SHARE, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS DIVID END WILL BE PAID ON 05 JUL 2005 o.4 GRANT PERMANENT DISCHARGE TO THE EXECUTIVE COMMITTEE Management FOR THE PERFORMANCE OF IT S DUTIES DURING THE SAID FY o.5 GRANT PERMANENT DISCHARGE TO THE MEMBERS OF THE Management SUPERVISORY BOARD FOR THE PERF ORMANCE OF THEIR DUTIES DURING THE SAID FY o.6 APPROVE TO AWARD TOTAL ANNUAL FEES OF: EUR 5,000.00 Management TO EACH ONE OF THE SUPERVI SORY BOARD S MEMBER, FOR EACH ONE OF THE MEETINGS TO WHICH HE, SHE WILL HAVE A TTENDED, EUR 5,000.00 TO EACH ONE OF THE MEMBERS OF THE AUDITING COMMITTEE AND OF THE APPOINTMENT AND REMUNERATION COMMITTEE, FOR EACH ONE OF THE MEETINGS T O WHICH HE, SHE WILL HAVE ATTENDED o.7 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGR EEMENTS REFERRED TO THEREIN o.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. SIMON Management BADINTER AS MEMBER OF THE SUP ERVISORY BOARD FOR A PERIOD OF 6 YEARS o.9 RATIFY THE APPOINTMENT OF MR. TATEO MATAKI AS Management NEW MEMBER OF THE SUPERVISORY BO ARD o.10 RENEW THE TERM OF OFFICE OF MAZARS ET GUERARD Management AS STATUTORY AUDITOR FOR A PERIO D OF 6 YEARS o.11 AUTHORIZE THE EXECUTIVE COMMITTEE TO BUY BACK Management THE COMPANY S SHARES ON THE OPEN MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 35.00, M INIMUM SALE PRICE: EUR 8.00, MAXIMUM NUMBER OF SHARES THAT MAY BE ACQUIRED: 10 % OF THE SHARE CAPITAL; MAXIMUM AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES: EUR 219,000,000.00; AUTHORITY IS GIVEN FOR 18 MONTHS ; AUTHORIZE THE EXECUTI VE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES; THE PRESENT DELEGATION CANCELS AND REPLACES, FOR THE UNUSED PORTION TH EREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION 9 AND GIVE N BY THE GENERAL MEETING OF 08 JUN 2004 o.12 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management REPLACES, EFFECTIVE IMMEDIATEL Y FOR THE UNUSED PORTION THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FOR TH IN RESOLUTION O.6 AND GIVEN BY THE GENERAL MEETING OF 09 JAN 2002, TO ISSUE ORDINARY BONDS OR ANY SIMILAR INSTRUMENTS o.13 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management REPLACES, FOR UNUSED PORTION T HEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION O.18 AND GIVEN BY THE COMBINED GENERAL MEETING OF 08 JUN 2004; AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, BY A MA XIMUM NOMINAL AMOUNT OF EUR 40,000,000.00 WITH THE ISSUE, WITH THE SHAREHOLDER S PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES, EQUITY SECURITIES OR S ECURITIES GIVING ACCESS OR WHICH CAN GIVE ACCESS TO THE CAPITAL OR GIVING RIGH T TO THE ALLOTMENT OF DEBT SECURITIES; AUTHORITY IS GIVEN FOR 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 900,000,000.00; THIS AMOUNT IS COMMON TO ALL DEBT SECURITIES, OF WHICH ISSUE IS GRANTED TO THE EXECUTIVE COMMITTEE; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESS ARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES o.14 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management REPLACES, FOR THE UNUSED PORTI ON THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION 19 AN D GIVEN BY THE COMBINED GENERAL MEETING OF 08 JUN 2004; AND AUTHORIZE THE EXEC UTIVE COMMITTEE TO PROCEED IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, B Y A MAXIMUM NOMINAL AMOUNT OF EUR 40,000,000.00, WITH THE ISSUE; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS GIVING ACCESS TO THE CAPITAL OR GIVING RIGHT TO THE ALLOTMENT OF DEBT INSTRUMENTS; THE NOMINAL VALUE OF SECURITIES ISSUED SHALL NOT EXCEED EUR 900,000,000.00; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES o.15 AUTHORIZE THE EXECUTIVE COMMITTEE, WITHIN THE Management LIMIT OF 10% OF THE SHARE CAPITA L PER YEAR, WITH WAIVER OF SHAREHOLDERS PRE-EMPTIVE RIGHTS, TO PROCEED WITH T HE ISSUE OF ALL COMMON SHARES, EQUITY SECURITIES OR SECURITIES GIVING OR WHICH CAN GIVE ACCESS TO THE COMPANY S CAPITAL BY SETTING THE ISSUE PRICE, ACCORDIN G TO THE MARKET OPPORTUNITIES; DELEGATE ALL POWERS TO THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management THE SHARE CAPITAL, IN ONE OR MOR E TRANSACTIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 40,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS OR PREMIUMS, TO BE CAR RIED OUT THROUGH THE ISSUE AND ALLOTMENT OF BONUS SHARES; AUTHORITY IS GIVEN FOR 26 MONTHS ; AND AUTHORIZE THE EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY ME ASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES o.17 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management REPLACES, FOR THE UNUSED PORTI ON THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION 20 AN D GIVEN BY THE COMBINED GENERAL MEETING OF 08 JUN 2004; AUTHORIZE THE EXECUTIV E COMMITTEE TO ISSUE SHARES, EQUITY SECURITIES, OR VARIOUS SECURITIES UP TO A MAMIMUM NOMINAL VALUE OF EUR 40,000,000.00; AUTHORITY IS GIVEN FOR A PERIOD O F 26 MONTHS o.18 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED, Management WITH THE ISSUE OF SHARES, EQUITY SECURITIES OR VARIOUS SECURITIES GIVING OR WHICH CAN GIVE ACCESS TO THE COMPA NY S SHARE CAPITAL, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL IN CONSIDERAT ION FOR THE CONTRIBUTIONS IN KIND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS o.19 APPROVE THAT THE EXECUTIVE COMMITTEE MAY DECIDE Management TO INCREASE THE NUMBER OF SECU RITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE, WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD AND WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE SAME PRICE AS THE ONE FOR THE INITIAL ISSUE; AUTHORITY IS GI VEN FOR 26 MONTHS o.20 AUTHORIZE THE EXECUTIVE COMMITTEE, IN REPLACEMENT Management OF THE UNUSED PORTION OF THE DELEGATION SET FORTH IN RESOLUTION 10 AND GIVEN BY THE COMBINED GENERAL MEETI NG OF 09 JAN 2002, TO TO INCREASE THE SHARE CAPITAL, NOT EXCEEDING EUR 2,800,0 00.00 IN FAVOR OF THE COMPANY S EMPLOYEES OR COMPANIES LINKED TO THE COMPANY, WHO ARE MEMBERS OF COMPANY SAVINGS PLAN; AUTHORITY IS GIVEN FOR 26 MONTHS E.21 APPROVE THAT THE PRESENT DELEGATION CANCELS AND Management REPLACES, FOR THE UNISSUED POR TION THEREOF AND THE PERIOD UNUSED, THE DELEGATION SET FORTH IN RESOLUTION O.2 2 AND GIVEN BY THE COMBINED GENERAL MEETING OF 08 JUN 2004; AUTHORIZE THE EXEC UTIVE COMMITTEE TO GRANT IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AS WELL AS TO OFFICERS, OR TO CERTAIN OF THEM, OF THE COMPANY OR OF THE COMPANIES OR ECON OMIC INTEREST GROUPING LINKED TO IT, OPTIONS GIVING THE RIGHT EITHER TO SUBSCR IBE FOR NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREAS E, OR TO PURCHASE EXISTING SHARES PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHAL L EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONT HS o.22 APPROVE TO SET THE GLOBAL CEILING OF CAPITAL Management INCREASE WHICH CAN RESULT FROM AL L THE ISSUES OF SHARES, EQUITY SECURITIES OR VARIOUS SECURITIES, REALIZED ACCO RDING TO THE DELEGATIONS SET FORTH IN THE RESOLUTIONS O.13,O.14,O.15,O.16,O.17 ,O.18,O.19,O.20 AND O.23, AT A GLOBAL NOMINAL AMOUNT OF EUR 40,000,000.00 o.23 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOR OF THE CERTAIN EMPLOYEES, OF THE OFFICERS, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1 0% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 38 MONTHS o.24 APPROVE THAT ALL DELEGATIONS GIVEN TO THE EXECUTIVE Management COMMITTEE TO ISSUE SHARES OR VARIOUS SECURITIES ARE CANCELLED WHEN CASH OR STOCK TENDER OFFERS ARE IN EF FECT FOR THE COMPANY S SHARES, EXCEPT IF IT DOES NOT REPRESENT A RISK FOR THE PUBLIC OFFER o.25 GRANT ALL POWERS TO THE EXECUTIVE COMMITTEE TO Management REDUCE THE SHARE CAPITAL BY CAN CELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PL AN, PROVIDED THAT THE TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES N OT EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS GIVEN FOR A PERIOD OF 26 MON THS o.26 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS PRES CRIBED BY LAW - ----------------------------------------------------------------------------------------------------------------------------- GENERAL PROPERTY TRUST AGM Meeting Date: 06/02/2005 Issuer: Q40060107 ISIN: AU000000GPT8 SEDOL: 6365350, 6365866, B06LZH8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting Non-Vote Proposal 1. APPOINT THE AUSTRALIAN DIVERSIFIED FUNDS MANAGEMENT Management For LIMITED ACN 107 426 504 AS THE NEW RESPONSIBLE ENTITY OF GENERAL PROPERTY TRUST 2. AUTHORIZE THE AUSTRALIAN DIVERSIFIED FUNDS MANAGEMENT Management For LIMITED ACN 107 426 504 , SUBJECT TO RESOLUTION 1, TO TAKE ALL STEPS INCLUDING MAKING THE INTEREST- FREE LOAN OF UP TO AUD 300 MILLION TO PT LIMITED ACN 004 454 666 , THE TRUSTE E OF GPT MANAGEMENT COMPANY TRUST TO GIVE EFFECT TO THE INTERNALIZATION BY ES TABLISHMENT AS SPECIFIED S.3 AMEND, SUBJECT TO THE APPROVAL OF RESOLUTIONS Management For 1 AND 2, THE CONSTITUTION OF GEN ERAL PROPERTY TRUST IN ACCORDANCE WITH THE 25TH SUPPLEMENTAL DEED POLL IN THE FORM TABLED AT THE MEETING AND SIGNED BY THE CHAIRMAN OF THE MEETING, WITH EFF ECT FROM THE DATE THE AMENDED CONSTITUTION IS LODGED WITH THE AUSTRALIAN SECUR ITIES AND INVESTMENT COMMISSION S.4 AMEND THE CONSTITUTION FOR ACCOUNTING PURPOSES Management For OF THE GENERAL PROPERTY TRUST I N ACCORDANCE WITH THE 26TH SUPPLEMENTAL DEED POLL IN THE FORM TABLED AT THE ME ETING AND SIGNED BY THE CHAIRMAN OF THE MEETING, WITH EFFECT FROM THE DATE THE AMENDED CONSTITUTION IS LODGED WITH AUSTRALIAN SECURITIES AND INVESTMENT COMM ISSION - ----------------------------------------------------------------------------------------------------------------------------- MTR CORP LTD AGM Meeting Date: 06/02/2005 Issuer: Y6146T101 ISIN: HK0066009694 SEDOL: 4578387, 6290054, B02W6S3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND APPROVE THE AUDITED STATEMENT OF Management For ACCOUNTS AND THE REPORTS OF THE D IRECTORS AND AUDITORS OF THE COMPANY FOR THE YE 31 DEC 2004 2. DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 Management For 3.A RE-ELECT PROF. CHEUNG YAU-KAI AS A MEMBER OF Management For THE BOARD OF DIRECTORS 3.B RE-ELECT MR. EDWARD HO SING-TIN AS A MEMBER OF Management For THE BOARD OF DIRECTORS 3.C RE-ELECT MR. LO CHUNG-HING AS A MEMBER OF THE Management For BOARD OF DIRECTORS 4. RE-APPOINT KPMG AS THE AUDITORS OF THE COMPANY Management For AND AUTHORIZE THE BOARD OF DIRE CTORS TO DETERMINE THEIR REMUNERATION 5. AUTHORIZE THE BOARD OF DIRECTORS TO ALLOT, ISSUE, Management Against GRANT, DISTRIBUTE AND OTHERW ISE DEAL WITH ADDITIONAL SHARES, AND MAKE, ISSUE OR GRANT OFFERS, AGREEMENTS, OPTIONS, WARRANTS AND OTHER SECURITIES WHICH WILL OR MIGHT REQUIRE SHARES TO B E ALLOTTED, ISSUED, GRANTED, DISTRIBUTED OR OTHERWISE DEALT WITH DURING AND AF TER THE RELEVANT PERIOD, NOT EXCEEDING THE AGGREGATE OF 20% OF THE AGGREGATE N OMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSIN G THIS RESOLUTION; AND THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL OF THE CO MPANY PURCHASED BY THE COMPANY UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF T HE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION , OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE; OR II) THE EXERCISE OF ANY OPT ION SCHEME OR SIMILAR ARRANGEMENT; OR III) THE EXERCISE OF SUBSCRIPTION OR CON VERSION RIGHTS UNDER THE TERMS OF ANY WARRANTS OR SECURITIES; OR IV) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLU SION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHI CH THE NEXT AGM IS TO BE HELD BY THE ARTICLES OF ASSOCIATION OF THE COMPANY OR BY LAW 6. AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management For SHARES, DURING THE RELEVANT PERIO D, ON THE STOCK EXCHANGE OF HONG KONG LIMITED STOCK EXCHANGE OR ANY OTHER ST OCK EXCHANGE ON WHICH THE SHARES MAY BE LISTED AND WHICH IS RECOGNIZED FOR THI S PURPOSES BY THE SECURITIES AND FUTURES COMMISSION AND THE STOCK EXCHANGE, IN ACCORDANCE WITH ALL WITH ALL APPLICABLE LAWS, INCLUDING THE HONG KONG CODE ON SHARE REPURCHASES AND THE RULES GOVERNING THE LISTING OF SECURITIES ON THE ST OCK EXCHANGE, NOT EXCEEDING 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF PASSING THIS RESOLUTION; AUTHORIT Y EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM IS TO BE HELD BY THE ARTICL ES OF ASSOCIATION OF THE COMPANY OR BY LAW 7. APPROVE AND AUTHORIZE, CONDITIONAL UPON THE PASSING Management For OF RESOLUTIONS 5 AND 6, TH E EXERCISE BY THE BOARD OF DIRECTORS OF THE POWERS REFERRED TO IN RESOLUTION 5 IN RESPECT OF THE SHARE CAPITAL OF THE COMPANY REFERRED TO IN RESOLUTION 5 - ----------------------------------------------------------------------------------------------------------------------------- SOLVAY SA, BRUXELLES AGM Meeting Date: 06/02/2005 Issuer: B82095116 ISIN: BE0003470755 BLOCKING SEDOL: 4821092, 4821100, 4821230, 4821984, 4829557, B02PR12 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTA TIVE AT ADP. THANK YOU * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOTE D ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PRO VIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION T O YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDE R FOR ADP TO LODGE YOUR VOTE. THANK YOU 1. RECEIVE THE MANAGEMENT REPORTS ON THE OPERATIONS Non-Voting FOR THE 2004 FY, AND THE EXTE RNAL AUDITOR S REPORTS 2. RECEIVE THE REPORT ON CORPORATE GOVERNANCE Non-Voting 3. APPROVE THE ANNUAL ACCOUNTS, THE ALLOCATION OF Management PROFITS AND THE GROSS DIVIDEND DISTRIBUTION FOR FULLY-PAID SHARES AT EUR 2.53, OR EUR 1.90 NET OF BELGIAN WIT HHOLDING TAX; IN VIEW OF THE EUR 0.70 NET BELGIAN WITHHOLDING TAX INTERIM DI VIDEND PAID ON 13 JAN 2005, THE BALANCE OF THE DIVIDEND TO BE DISTRIBUTED AMOU NTS TO EUR 1.20 EUR NET OF BELGIAN WITHHOLDING TAX , PAYABLE AS OF 09 JUN 200 5 4. GRANT DISCHARGE TO THE DIRECTORS AND THE EXTERNAL Management AUDITOR IN OFFICE DURING THE FY 2004 FOR OPERATIONS FALLING WITHIN THAT PERIOD 5.a ELECT MR. CHRISTIAN JOURQUIN AS A DIRECTOR Management 5.b ELECT MR. CHRISTIAN DE LAGUICHE AS A DIRECTOR Management 5.c RE-ELECT MR. BARON HUBERT DE WANGEN, MR. CHEVALIER Management GUY DE SELLIERS DE MORANVIL LE AND DR. UWE-ERNST BUFE AS THE DIRECTORS FOR A PERIOD OF 4 YEARS 5.d APPROVE TO CONFIRM MR. BARON HUBERT DE WANGEN, Management MR. CHEVALIER GUY DE SELLIERS D E MORANVILLE AND DR. UWE-ERNST BUFE AS INDEPENDENT DIRECTORS WITHIN THE BOARD OF DIRECTORS 5.e APPOINT MR. WHITSON SADLER AS AN INDEPENDENT Management DIRECTOR WITHIN THE BOARD OF DIRE CTORS 5.f APPROVE THE ADAPTATION OF THE REMUNERATION OF Management THE DIRECTORS WHICH IS EUR 37,20 0 AND HAS NOT BEEN CHANGED SINCE 1998 AT THAT TIME BEF 1,500,000 ; WITH EFFEC T FROM THE 2005 FY: FIRST, TO ALLOCATE A FIXED GROSS ANNUAL REMUNERATION OF EU R 35,000 AND TO PAY DIRECTORS ATTENDING BOARD MEETINGS AN INDIVIDUAL GROSS FEE OF EUR 2,500 PER MEETING; SECONDLY, TO CONFIRM THE FEE PAYABLE TO MEMBERS OF THE AUDIT COMMITTEE, NAMELY: EUR 4,000 GROSS FOR MEMBERS AND EUR 6,000 GROSS F OR THE CHAIRMAN; FINALLY, TO PAY A FEE TO THE REMUNERATION AND APPOINTMENTS CO MMITTEES, NAMELY: EUR 2,500 GROSS PER MEMBER AND EUR 4,000 GROSS FOR THE CHAIR MEN OF THE SAID COMMITTEES, IT BEING UNDERSTOOD THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE EXECUTIVE DIRECTORS SHALL NOT RECEIVE SUCH FEES FOR THE COMMITTEES 6. ANY OTHER BUSINESS Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- SOLVAY SA, BRUXELLES EGM Meeting Date: 06/02/2005 Issuer: B82095116 ISIN: BE0003470755 BLOCKING SEDOL: 4821092, 4821100, 4821230, 4821984, 4829557, B02PR12 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTE D. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENT ATIVE AT ADP. THANK YOU. * MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting OWNER INFORMATION FOR ALL VOT ED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PR OVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORD ER FOR ADP TO LODGE YOUR VOTE. 1. RECEIVE THE SPECIAL REPORT BY THE BOARD OF DIRECTORS Non-Voting 2.1 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 10BIS CONCERNING THE ALLOWED CAP ITAL 2.2 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 10TER CONCERNING THE PURCHASE AN D TRANSFER OF OWN CAPITAL 2.3 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 10 QUARTER CONCERNING THE PURCHA SE OF OWN SHARES 2.4 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 15 CONCERNING MAXIMUM TERM MANAG EMENT 2.5 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 19 CONCERNING THE AUDIT COMMITTE E 2.6 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 34 CONCERNING THE DATE OF THE AG M 2.7 AMEND TO THE ARTICLES OF ASSOCIATION: ARTICLE Management 36 CONCERNING THE CONVOCATION FO R THE AGM * PLEASE NOTE THAT THE MEETING HELD ON 03 MAY 2005 Non-Voting HAS BEEN POSTPONED DUE TO LAC K OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 02 JUN 2005. PLEAS E ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE D O NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCT IONS. THANK YOU. - ----------------------------------------------------------------------------------------------------------------------------- MAN AG, MUENCHEN AGM Meeting Date: 06/03/2005 Issuer: D51716104 ISIN: DE0005937007 BLOCKING SEDOL: 4546373, 5563520, 5628883 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE FY 2004, ALONG WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 154,392,000 AS FO LLOWS: PAYMENT OF A DIVIDEND OF EUR 1.05 PER ORDINARY SHARE; PAYMENT OF A DIVI DEND OF EUR 1.05 PER PREFERENCE SHARE EX-DIVIDEND AND PAYABLE DATE: 06 JUN 200 5 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 188,211,200 THROUGH THE ISS UE OF NEW BEARER NO PAR SHARES AGAINST PAYMENT IN CASH AND/OR KIND, ON OR BEFO RE 02 JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE GRANTING OF SUCH RIGHTS TO BONDHOLDERS, FOR AN AMOUNT OF UP TO 10% OF THE SHARE CAPITAL IF THE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF IDENTICAL SHARES, FOR RESIDUAL AMOUNTS, AND FOR A CAPITAL INC REASE AGAINST PAYMENT IN KIND 6. AUTHORIZE THE BOARD OF MANAGING DIRECTORS, WITH Management THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BONDS OF UP TO EUR 1,500,000,000 HAVING A TERM OF UP TO 20 YE ARS AND CONFERRING CONVERTIBLE OR OPTION RIGHTS FOR NEW SHARES OF THE COMPANY, ON OR BEFORE 02 JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT FOR THE ISSUE OF BONDS AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICA L MARKET VALUE, FOR RESIDUAL AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS TO O THER BOND HOLDERS; THE SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO E UR 76,800,000 THROUGH THE ISSUE OF NEW BEARER NO PAR SHARES, INSOFAR AS CONVER TIBLE OR OPTION RIGHTS ARE EXERCISED 7. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management ACQUIRE ORDINARY AND/OR PREFERENC E SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL, AT PRICES NOT DEVIA TING MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 02 DEC 20 06; THE SHARES MAY BE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, USED FOR ACQUISITION PURPOSES OR TO SATISFY EXISTING CONVERTIBLE OR OPTION RI GHTS, AND RETIRED 8. AMEND THE ARTICLES OF ASSOCIATION REGARDING SHAREHOLDERS Management WISHING TO ATTEND THE SHAREHOLDER MEETING BEING REQUIRED TO REGISTER WITHIN THE STATUTORY REGISTRAT ION PERIOD AND TO PROVIDE EVIDENCE OF THEIR ENTITLEMENT TO VOTE 9. APPOINT KPMG, MUNICH AS THE AUDITORS FOR THE Management FY 2005 10.1 ELECT PROFFESOR DR. RER. POL. RENATE KOECHER Management AS A MEMBER OF THE SUPERVISORY BO ARD 10.2 ELECT MR. MICHAEL BEHRENDT AS A MEMBER OF THE Management SUPERVISORY BOARD 10.3 ELECT MR. DR. ING. HERBERT H. DEMEL AS A MEMBER Management OF THE SUPERVISORY BOARD 10.4 ELECT MR. KLAUS EBERHARDT AS A MEMBER OF THE Management SUPERVISORY BOARD 10.5 ELECT MR. DR. RER NAT HUBERTUS VON GRUENBERG Management AS A MEMBER OF THE SUPERVISORY BO ARD 10.6 ELECT MR. DR. JUR KARL-LUDWIG KLEY AS A MEMBER Management OF THE SUPERVISORY BOARD 10.7 ELECT MR. PROF. DR.ING, DR. H.C. MULT, DR.-ING. Management E.H. MULT. JOACHIM MILBERG AS THE MEMBER S OF THE SUPERVISORY BOARD 10.8 ELECT MR. DR.-ING. E.H. RUDOLF RUPPRECHT AS A Management MEMBER OF THE SUPERVISORY BOARD 10.9 ELECT MR. PROF. DR. ING, DR. H.C. EKKEHARD D. Management SCHULZ AS THE MEMBER S OF THE SU PERVISORY BOARD 10.10 ELECT MR. DR. RER. NAT. HANNS-HELGE STECHL AS Management A MEMBER OF THE SUPERVISORY BOAR D * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN. - ----------------------------------------------------------------------------------------------------------------------------- BUSINESS OBJECTS SA, LEVALLOIS-PERRET MIX Meeting Date: 06/07/2005 Issuer: F12338103 ISIN: FR0004026250 BLOCKING SEDOL: 4586971, 4617202, 5876507, 5928453 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting REACH QUORUM, THERE WILL BE A SE COND CALL ON 14 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT Y OUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING IS CANCELLED . THANK YOU. O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management THE MANAGEMENT REPORT AND THE GE NERAL REPORT OF THE STATUTORY AUDITORS; APPROVE THE FINANCIAL STATEMENTS FOR T HE YEAR 2004, IN THE FORM PRESENTED IN THE MEETING AND THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR 209,939.00 WITH A CORRESPONDING TAX OF EUR 74,335.00 O.2 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management THE MANAGEMENT REPORT AND THE GE NERAL REPORT OF THE STATUTORY AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STA TEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING O.3 APPROVE THE APPROPRIATION OF PROFITS, AMOUNTING Management TO EUR 66,354,226.37, AS FOLLO WS : TO THE LEGAL RESERVE ACCOUNT: EUR 10,180.69, FOLLOWING THIS APPROPRIATION , THE LEGAL RESERVE ACCOUNT WILL SHOW A NEW BALANCE OF EUR 959,217.66, TO THE CARRY FORWARD ACCOUNT: EUR 66,344,045.68, FOLLOWING THIS APPROPRIATION, THE CA RRY FORWARD ACCOUNT WILL SHOW A NEW BALANCE OF EUR 237,394,663.65 O.4 APPROVE TO RENEW THE TERM OF OFFICE OF MR. M. Management GERALD HELD AS A DIRECTOR FOR A PERIOD OF 3 YEARS O.5 RATIFY THE CO-OPTATION OF MR. CARL PASCARELLA Management AS A DIRECTOR FOR A PERIOD OF 2 YEARS O.6 APPOINT THE STATUTORY AUDITOR FOR A PERIOD OF Management 4 YEARS AND THE DEPUTY AUDITOR F OR A PERIOD OF 4 YEARS O.7 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management THE AGREEMENTS GOVERNED BY THE A RTICLE L.225-42 OF THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.8 APPROVE TO AWARD A TOTAL ANNUAL FEES OF EUR 400,000.00 Management TO THE DIRECTORS O.9 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management AUTHORITY GIVEN BY THE RESOLUTION 10 OF THE CGM OF 10 JUN 2004, TO BUY BACK THE COMPANY SHARES ON THE OPEN MARK ET AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 45.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH A LL FORMALITIES NECESSARY TO CARRY OUT THE CAPITAL INCREASE E.10 AUTHORIZE THE BOARD, IN SUBSTITUTION FOR THE Management AUTHORITY GIVEN BY THE RESOLUTION 11 OF THE CGM OF 10 JUN 2004, TO REDUCE THE SHARE CAPITAL BY CANCELING THE SH ARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% OF TH E SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; TO CHARGE THE CO STS AND FEES CAUSED BY THE DIFFERENCE BETWEEN THE SURRENDER VALUE OF THE CANCE LLED SHARES AND THEIR NOMINAL VALUE ON THE BONUSES AND THE AVAILABLE RESERVES; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES NECESSARY T O CARRY OUT THE CAPITAL INCREASE E.11 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF EQUITY WARRANTS OF THE COMPANY, IN FAVOR OF MR. GERALD HELD, PROVIDED THAT TH EY SHALL NOT REPRESENT MORE THAN 45,000 SHARES OF A NOMINAL VALUE OF EUR 0.10 PER SHARE WITHOUT THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AUTHORI TY EXPIRES AT THE END OF 1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOM PLISH ALL NECESSARY FORMALITIES E.12 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF EQUITY WARRANTS OF THE COMPANY, IN FAVOR OF MR. CARL PASCARELLA, PROVIDED THA T THEY SHALL NOT REPRESENT MORE THAN 45,000 SHARES OF A NOMINAL VALUE OF EUR 0 .10 PER SHARE WITHOUT THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AUT HORITY EXPIRES AT THE END OF 1 YEAR ; AND TO TAKE ALL NECESSARY MEASURES AND A CCOMPLISH ALL NECESSARY FORMALITIES E.13 AUTHORIZE THE BOARD OF DIRECTOR TO INCREASE THE Management SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN WITH A WAIVER OF THE SHAREHOLDERS PREFE RENTIAL SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AT THE END OF 2 YEARS AND AN AMOUNT WHICH SHALL NOT EXCEED EUR 10,000.00; AND TO TAKE ALL NECESSARY MEASURE S AND ACCOMPLISH ALL NECESSARY FORMALITIES E.14 AUTHORIZE THE BOARD OF DIRECTOR TO INCREASE THE Management SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE COMPANY S EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, BY WAY OF ISSUING SHARES OF WHICH SUBSC RIPTION IS RESERVED FOR BUSINESS OBJECTS S.A EMPLOYEE BENEFITS TRUST, WITHIN T HE FRAMEWORK OF THE 2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, WITH A WA IVER OF THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AT THE END OF 18 MONTHS ; AND AN AMOUNT WHICH SHALL NOT EXCEED EUR 70,000.00; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.15 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATIONS FREE OF CHARGE OF CHARGE ATTRIBUTION INITIALE OF THE EXISTING SHARES OF THE COMPANY OR TO ISSUE D, IN ONE OR MORE TRANSACTIONS, AT ITS SOLE DISCRETION, IN FAVOR OF THE EMPLOY EES AND THE OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED THAT THEY S HALL NOT REPRESENT MORE THAN 0.13% OF THE SHARE CAPITAL OF THE COMPANY, WITHOU T SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AUTHORITY EXPIRES AT THE EN D OF 38 MONTHS ; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSA RY FORMALITIES E.16 AMEND THE ARTICLE OF ASSOCIATION NUMBER 7.2 Management E.17 AMEND THE ARTICLE OF ASSOCIATION NUMBER 7.3 Management E.18 APPROVE TO CANCEL THE PARAGRAPHS 15, 17 AND 24 Management OF THE ARTICLE NO. 6. REFERRING TO THE CANCELLATION OF WARRANTS FOLLOWING THE RESIGNATION OF DIRECTORS E.19 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION PRESC RIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- CNP ASSURANCES MIX Meeting Date: 06/07/2005 Issuer: F1876N318 ISIN: FR0000120222 BLOCKING SEDOL: 5543986, B02PRX4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 APPROVE THE REPORT OF THE EXECUTIVE COMMITTEE, Management For THE COMMENTS OF THE SUPERVISORY BOARD, THE REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD AND THE GENERAL RE PORT OF THE STATUTORY AUDITORS, THE FINANCIAL STATEMENTS AND THE BALANCE SHEET FOR THE FYE 31 DEC 2004, IN THE FORM PRESENTED TO THE MEETING; THE GENERAL ME ETING ALSO APPROVES THE PART RECOVERY OF EUR 1,382,623.90 UPON THE ASSETS OF T HE COMPANY; AN AMOUNT OF EUR 1,504,019.00 CHARGED TO THE OPTIONAL RESERVES OF THE COMPANY WILL BE TRANSFERRED TO THE GUARANTEE FUNDS RESERVE, OF WHICH BALAN CES, FOLLOWING THE APPROPRIATIONS AND TRANSFERS, AMOUNT TO EUR 933,603,329.22 AND EUR 19,611,175.00 O.2 APPROVE THE REPORTS OF THE EXECUTIVE COMMITTEE, Management For OF THE SUPERVISORY BOARD AND T HE STATUTORY AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING, SHOWING A NET PROFIT GROUP SHARE OF EUR 629,301,600.00 O.3 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management For AND TO APPROPRIATE THE RESULT AS FOLLOWS: PROFITS FOR THE FY: EUR 523,144,402.87, PRIOR RETAINED EARNINGS: EUR 816,139.73, DISTRIBUTABLE PROFITS: EUR 523,960,542.60, TO THE OPTIONAL RESERVE S: EUR 293,825,000.00, GLOBAL DIVIDEND: EUR 230,134,601.32, CARRY FORWARD ACCO UNT: EUR 941.28, THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.66 PER SHARE, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE; THIS DIVIDEND WI LL BE PAID ON 09 JUN 2005, AS REQUIRED BY LAW; APPROVE THE EXECUTIVE COMMITTEE TO PROCEED WITH THIS TRANSFER O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For AGREEMENTS GOVERNED BY ARTICLE L . 225-86 OF THE FRENCH COMMERCIAL CODE, THE REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ALEXANDRE Management For LAMFALUSSY AS A MEMBER OF THE SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.6 APPOINT MR. HENRI PROGLIO AS A MEMBER OF THE Management For SUPERVISORY BOARD FOR A PERIOD OF 5 YEARS O.7 AUTHORIZE THE EXECUTIVE COMMITTEE TO PURCHASE Management For THE COMPANY S SHARES ON THE STOC K MARKET, AS PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE TRADED: 10% OF THE COMPANY SHARE CAPITAL, MAXIM UM AMOUNT LIABLE TO BE USED FOR SUCH REPURCHASES: EUR 1,109,082,416.00; AUTHO RITY EXPIRES AT THE 18 MONTHS ; APPROVE THE EXECUTIVE COMMITTEE TO TAKE ALL NE CESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.8 AUTHORIZE THE EXECUTIVE COMMITTEE TO PROCEED Management Against WITH ALLOCATIONS FREE OF CHARGE O F COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED, IN FAVOUR OF THE EMPLOYE ES OF THE COMPANY OR SOME CATEGORIES OF THEM AND, OR THE OFFICERS OF SUBSIDIAR IES, PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 0.4% OF THE SHARE CAPITA L; AUTHORITY EXPIRES AT THE 38 MONTHS ; APPROVE THE EXECUTIVE COMMITTEE TO TA KE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES C.9 NOTE: THIS IS COMBINED GENERAL MEETING: GRANT Management For ALL POWERS TO THE BEARER OF A CO PY OR AN EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FOR MALITIES, FILINGS AND REGISTRATIONS PRESCRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting Non-Vote Proposal SEE HTTP://ICS.ADP.COM/MARKETGU IDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARE S: 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPL ETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIAN S THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CA PACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CA RD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLOBAL C USTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/VOTE I NSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIO NS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUN T POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL ADVISE T HE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS WIL L ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING DATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- COBHAM PLC AGM Meeting Date: 06/08/2005 Issuer: G41440101 ISIN: GB0003430062 SEDOL: 0206411, 0343006, 5831272, B01DDL9 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORTS OF THE DIRECTORS AND THE Management For AUDITORS AND THE AUDITED FINANCIA L STATEMENTS FOR THE YE 31 DEC 2004 NOW LAID BEFORE THE MEETING 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE YE 31 DEC 2004 CONTAINED IN THE 2004 ANNUAL REPORT AND THE ACCOUNTS NOW LAID BEFORE THE MEETING 3. DECLARE A FINAL DIVIDEND OF 21.80P RECOMMENDED Management For BY THE DIRECTORS PAYABLE ON 04 JUL 2005 TO ORDINARY SHAREHOLDERS ON THE REGISTER AS AT THE CLOSE OF BUSINESS ON 03 JUN 2005 4. RE-APPOINT MR. G.F. PAGE AS A DIRECTOR Management For 5. RE-APPOINT MR. A.J. HANNAM AS A DIRECTOR Management For 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND APPROVE TO DETERMINE THEIR REMUNERATION BY THE DIRECTORS 7. APPROVE, IN ACCORDANCE WITH THE COMPANY S ARTICLES Management For OF ASSOCIATION, TO SUB DIVI DE EACH OF THE 147,920,000 ISSUED AND UNISSUED ORDINARY SHARE OF 25P EACH IN T HE CAPITAL OF THE COMPANY INTO 10 ORDINARY SHARES OF 2.5P EACH WITH EFFECT FRO M 11.59 P.M. ON 08 JUL 2005 S.8 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For OF THE COMPANY IN SUBSTITUTION F OR AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION S.9 AUTHORIZE THE COMPANY, IN ACCORDANCE WITH THE Management For COMPANY S ARTICLES OF ASSOCIATIO N, TO MAKE MARKET PURCHASES SECTION 163 OF UP TO 11,186,781 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY AND SUBJECT TO THE PASSING OF RESOLU TION 7 AND WITH EFFECT FROM 08 JUL 2005 AND 111,867,810 ORDINARY SHARES OF 2.5 P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE WHICH MAY BE PAID PER ORDINARY SHARE IS THE NOMINAL VALUE OF SUCH ORDINARY SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON S TOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORI TY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 OR 07 DEC 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPI RY 10. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AM OUNT OF GBP 9,013,047; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DIRECTORS MAY ALLOT RELEVANT S ECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.11 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 FOR CASH PURSUANT TO THE AUTHORITY CONFER RED BY RESOLUTION 10, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89 (1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIE S: I) IN CONNECTION WITH AN ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; AND II) U P TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,398,347; AUTHORITY EXPIRES THE EARL IER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS ; AND THE DI RECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURS UANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- DASSAULT SYSTEMES SA MIX Meeting Date: 06/08/2005 Issuer: F2457H100 ISIN: FR0000130650 BLOCKING SEDOL: 4617365, 5090868, 5330047, 5942936, B02PS42 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- O.1 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID REPORT A ND THE AGREEMENTS REFERRED TO THEREIN O.2 APPROVE THE MANAGEMENT REPORT OF THE BOARD OF Management DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY AUDITORS, APPROVES THE CORPORATE FINANCIAL STATEMENTS AND TH E BALANCE SHEET FOR THE FYE 361 DEC 2004 IN THE FORM PRESENTED TO THE MEETING, APPROVES THE NON-DEDUCTIBLE FEES AND EXPENSES OF EUR 304,654.00 WITH A CORRES PONDING TAX OF EUR 107,939.00 O.3 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management ON THE GROUP MANAGEMENT INCLUDED IN THE MANAGEMENT REPORT AND THE REPORT OF THE STATUTORY AUDITORS, APPROVE TH E CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2004 FY IN THE FORM PRESENTED TO T HE MEETING O.4 APPROVE THE APPROPRIATE PROFITS OF EUR 104,456,095.19 Management AS FOLLOWS: PRIOR RETAIN ED EARNING: EUR 660,392,098.22, DISTRIBUTABLE PROFIT 764,848,193.41 GLOBAL DIV IDEND: EUR 43,120,108.22 CARRY FORWARD ACCOUNT: EUR 61,335,986.97; APPROVE THA T THE AMOUNT OF THE DIVIDEND CORRESPONDING TO THE SELF-HELD SHARES AT THE PAYM ENT DATE SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT, THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.38 PER SHARE AND WILL ENTAILED NATURAL PERSONS TO THE 50 % ALLOWANCE, THIS DIVIDEND WILL BE PAID ON 28 JUN 2005; PURS UANT TO ARTICLE 39 OF THE AMENDED FINANCE LAW FOR 2004, TO TRANSFER THE AMOUNT OF EUR 200,000,000.00 POSTED TO THE SPECIAL RESERVE OF LONG-TERM CAPITAL GAIN S TO AN ORDINARY RESERVE ACCOUNT O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management THE COMPANY S SHARES ON THE STOCK MARKET AS PER THE CONDITIONS: MAXIMUM PURCHASES PRICE : EUR 50.00 MAXIMUM NUM BER OF SHARES TO BE TRADED 10% OF THE COMPANY CAPITAL, MAXIMUM AMOUNT LIABLE T O BE USED FOR SUCH REPURCHASES: EUR 400,000,000.00; AUTHORITY IS VALID UP TO THE OGM CALLED TO DELIBERATE ON THE FINANCIAL STATEMENTS FOR FYE 31 DEC 2005 ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLIS H ALL NECESSARY FORMALITIES, THE PRESENT DELEGATION CANCELS AND REPLACES THE D ELEGATION SET FORTH IN RESOLUTION O.5 AND GIVEN BY THE OGM OF 02 JUN 2004 O.6 AUTHORIZE THE BOARD OF DIRECTORS TO AWARD TOTAL Management ANNUAL FEES OF EUR 170,000.00 TO THE DIRECTORS O.7 APPOINT PRICEWATERHOUSECOOPERS AUDIT COMPANY Management AS THE STATUTORY AUDITOR FOR A PE RIOD OF 6 YEARS O.8 APPOINT MR. PIERRE COLL AS A DEPUTY AUDITOR FOR Management A PERIOD OF 6 YEARS O.9 APPROVE TO RENEW THE TERM OF OFFICE OF MR. CHARLES Management EDELSTENNE AS A DIRECTOR FO R A PERIOD OF 6 YEARS O.10 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management CHARLES AS A DIRECTOR FOR A PERIOD OF 6 YEARS O.11 APPROVE TO RENEW THE TERM OF OFFICE OF MR. LAURENT Management DASSAULT AS A DIRECTOR FOR A PERIOD OF 6 YEARS O.12 APPROVE TO RENEW THE TERM OF OFFICE OF MR. THIBAULT Management DE TERSANT AS A DIRECTOR F OR A PERIOD OF 6 YEARS O.13 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management R. BROWN AS A DIRECTOR FOR A P ERIOD OF 6 YEARS O.14 RATIFY THE CO-OPTATION OF MR. ARNOUD DE MEYER Management AS A DIRECTOR FOR THE REMAINDER OF THE TERM OF OFFICE OF HIS PREDECESSOR O.15 APPROVE TO RENEW THE TERM OF OFFICE OF MR. ARNOUD Management DE MEYER AS A DIRECTOR FOR A PERIOD OF 6 YEARS O.16 RATIFY THE CO-OPTATION OF MR. BEHROUZ JEAN-PIERRE Management CHAHID-NOURAI AS A DIRECTOR FOR THE REMAINDER OF THE TERM OF OFFICE OF HIS PREDECESSOR O.17 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BEHROUZ Management JEAN-PIERRE CHAHID-NOURAI A S A DIRECTOR FOR A PERIOD OF 6 YEARS O.18 APPROVE TO BRING THE ARTICLES OF ASSOCIATION Management INTO CONFORMITY WITH THE ORDER OF 24 JUN 2004 REFORMING THE SYSTEM OF THE SECURITIES TO BE ISSUED BY COMMERCIAL COMPANIES AND AMEND ARTICLES OF ASSOCIATION 7 AND 10 O.19 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management SHARE CAPITAL BY CANCELING THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, PROVIDE D THAT TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT EXCEED 10% O F THE CAPITAL AUTHORITY EXPIRES AT THE END OF OGM CALLED TO DELIBERATE ON THE FINANCIAL STATEMENTS FOR FYE 31 DEC 2005 ; AUTHORIZE THE BOARD OF DIRECTORS T O CHARGE THE DIFFERENCE BETWEEN THE CANCELLED SHARES COSTS AND THEIR NOMINAL V ALUE AGAINST THE RELATED DISPOSABLE PREMIUMS AND RESERVES; TO TAKE ALL NECESSA RY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OF MORE TRANSACTIONS, IN F RANCE OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,0 00.00 BY WAY OF ISSUING WITH THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS M AINTAINED ORDINARY SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR 750,000,000.00 THIS AUTHORITY SUP ERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT AND NOTABLE THE ONE GIVEN BY THE MIX OF 02 JUN 2004 IN ITS RESOLUTION O.12; AUTHORIZE THE BOARD O F DIRECTORS TO CHARGE THE SHAREISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.21 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management IN ONE OR MORE TRANSACTION, IN FR ANCE OR ABROAD, THE SHARES CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR 15,000,0 00.00 BY WAY OF ISSUING WITH WAIVER OF THE SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS ORDINARY SHARES AND SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF T HE COMPANY AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE NOMINAL VALUE OF D EBT SECURITIES ISSUED SHALL NOT EXCEED EUR 750,000,000.00 THIS AUTHORITY SUPER SEDES ANY AND ALL EARLIER DELEGATION TO THE SAME EFFECT AND NOTABLE THE ONE GI VEN BY THE MIX OF 02 JUN 2004 IN ITS RESOLUTION NUMBER O.13, AUTHORIZE THE BOA RD OF DIRECTORS: TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIU MS; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES O.22 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE NUMBER O SECURITIES TO BE ISS UED FOR EACH OF THE ISSUES WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD AND WITH IN THE LIMIT OF 15% OF THE INITIAL ISSUE AND AT THE SAME PRICE AS THE ONE OF THE INITIAL ISSUE; AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE AMOUNT SHA LL COUNT AGAINST THE OVERALL VALUE OF THE SHARE CAPITAL INCREASE SET AT EUR 15 ,000,000.00 IN RESOLUTION O.20 E.23 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management INCREASE THE SHARE CAPITAL IN ONE OR MORE TRANSACTION AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT O F EUR 15,000,000.00 BY WAY OF CAPITALIZING RESERVES, PROFITS PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-L AWS TO BE CARRIED OUT THOUGHT THE ISSUE OF BONUS SHARES OR THE RAISE OF THE PA R VALUE OF THE EXISTING SHARES AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; TH E AMOUNT SHALL COUNT AGAINST HE OVERALL VALUE OF THE SHARE CAPITAL INCREASE LI ABLE TO BE REALIZED WITH USE OF THE PROVISIONS OF THE RESOLUTION 20; THIS AUTH ORIZATION SUPERSEDES ANY AND ALL EARLIER DELEGATION TO THE SAME EFFECTS AND IN PARTICULAR THE ONE GIVEN BY THE MIX OF 02 JUN 2004 IN ITS RESOLUTION O.14 O.24 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL WITHIN THE LIMI T OF 1% IN CONSIDERATION FOR HE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY A ND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARES CAPITA L AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE BOARD OF DIRECTO RS TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.25 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT IN Management ONE OR MORE TRANSACTIONS TO EMPLO YEES OR OFFICERS OF THE COMPANY OR COMPANIES RELATED OPTIONS GIVING THE RIGHT EITHER TO SUBSCRIBE FOR NEW SHARES IN THE COMPANY, OR TO PURCHASE EXISTING SHA RES OPTION 05 IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 20% OF THE SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF 38 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREM IUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER EACH INCREASE, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES FOR THE PORTION UNUSED A NY AND ALL EARLIER DELEGATION TO THE SAME EFFECT AND IN PARTICULAR THE ONE GIV EN BY THE OGM OF 28 MAY 2002 O.26 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED WITH Management ALLOCATION FREE OF CHARGE OF COMPANY S EXISTING ORDINARY SHARES OR TO BE ISSUED IN FAVOR OF THE EMPLOYEES R THE OFFICERS PROVIDED THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF THE 38 MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMA LITIES O.27 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management THE SHARE CAPITAL IN ONE OR MORE TRANSACTIONS AT ITS SOLE DISCRETION IN FAVOR OF THE MEMBERS OF A COMPANY SAVIN GS PLAN AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT WHICH SHA LL NOT EXCEED EUR 10,000,000.00 ; AUTHORIZE THE BOARD OF DIRECTORS TO CHARGE T HE SHARES ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREM IUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO ONE-TENTH OF THE NEW CAPITAL AFTER EACH INCREASE AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES ANY AND ALL EARLIER D ELEGATION TO THE SAME EFFECT AND IN PARTICULAR THE ONE GIVEN BY THE MIX OF 02 JUN 2004 IN ITS RESOLUTION 16 O.28 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management EXTRACT OF THE MINUTES OF THIS MEETING OF THIS MEETING IN ORDER TO ACCOMPLISH ALL FORMALITIES, FILINGS AND RE GISTRATION PRESCRIBED BY LAW * A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting SEE HTTP://ICS.ADP.COM/MARKETG UIDE FOR COMPLETE INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES : 6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLE TE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CON TACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNER S: PROXY CARDS: ADP WILL FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTO DIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PRO XY CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER YOUR GLO BAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT ADP. TRADES/V OTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A VERIFICATION PERIOD, FOR VOTE INST RUCTIONS SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE FULL SEC URITY POSITION OR A PARTIAL AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITT ED TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT WHICH WILL AD VISE THE GLOBAL CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR VOTING. TH IS WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED TO AMEND THE VOTE INSTRU CTION AND RELEASE THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION. THIS PRO CEDURE PERTAINS TO SALE TRANSACTIONS WITH A SETTLEMENT DATE PRIOR TO MEETING D ATE + 1 - ----------------------------------------------------------------------------------------------------------------------------- INDEPENDENT NEWS AND MEDIA PLC AGM Meeting Date: 06/08/2005 Issuer: G4755S126 ISIN: IE0004614818 SEDOL: 0461481, 4699103, 6459639, B014WP9, B01ZKS1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE AND ADOPT THE REPORT OF THE DIRECTORS Management For AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DEC 2004 AND THE INDEPENDENT AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 3.1 RE-ELECT MR. J.C. DAVEY AS A DIRECTOR Management For 3.2 RE-ELECT MR. V.A. FERGUSON AS A DIRECTOR Management For 3.3 RE-ELECT MR. B.M.A. HOPKINS AS A DIRECTOR Management For 3.4 RE-ELECT DR. I.E. KENNY AS A DIRECTOR Management For 3.5 RE-ELECT MR. A.C. O REILLY AS A DIRECTOR Management For 3.6 RE-ELECT MR. B.MULRONEY ULRONEY AS A DIRECTOR Management For 4. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For 5. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF THE AUDITORS 6. APPROVE THAT, PURSUANT TO THE PROVISIONS OF SECTION Management For 140 OF THE COMPANIES ACT 1 963, THE COMPANY MAY CONVENE AND HOLD ITS NEXT AGM AT ANY LOCATION OUTSIDE THE STATE AS DETERMINE BY THE DIRECTORS AT THEIR SOLE AND ABSOLUTE DISCRETION - ----------------------------------------------------------------------------------------------------------------------------- INDEPENDENT NEWS AND MEDIA PLC EGM Meeting Date: 06/08/2005 Issuer: G4755S126 ISIN: IE0004614818 SEDOL: 0461481, 4699103, 6459639, B014WP9, B01ZKS1 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. GRANT AUTHORITY TO MAKE MARKET PURCHASES AND Management For RE-ISSUE TREASURY SHARES 2. APPROVE THE DISAPPLICATION OF THE PRE-EMPTION Management For RIGHTS 3. GRANT AUTHORITY FOR SCRIP DIVIDENDS Management For - ----------------------------------------------------------------------------------------------------------------------------- LINDE AG, WIESBADEN AGM Meeting Date: 06/08/2005 Issuer: D50348107 ISIN: DE0006483001 BLOCKING SEDOL: 5740732, 5740817, 7159187 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 149,159,217.50 AS FOLLOWS: PAYMENT OF DIVIDEND OF EUR 1.25 PER SHARE EX-DIVIDEND AND PAYABLE DA TE 09 JUN 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT KPMG DEUTSCHE TREUHAND-GESLELLSCHAFT Management AG, BERLIN AND FRANKFURT AS THE A UDITORS FOR THE 2005 FY 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL THROUGH THE STOCK EXCHANGE AT PRICES NEITHER MORE THAN 10% ABOVE, NOR MORE THA N 20% BELOW, THE MARKET PRICE OF THE SHARES OR BY WAY OF A REPURCHASE OFFER AT PRICES NOT DEVIATING MORE THAN 20% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 30 NOV 2006 AND AUTHORIZE THE BOARD OF DIRECTORS TO DISPOSE OF THE SHA RES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF THE SHARES ARE USED FOR ACQUISITION PURPOSES, TO USE THE SHARES FOR THE FUL FILLMENT OF OPTION AND/OR CONVERTIBLE RIGHTS, AS EMPLOYEE SHARES, OR WITHIN TH E SCOPE OF THE LINDE-MANAGEMENT INCENTIVE PROGRAM AND TO SELL THE SHARES AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND TO RETIRE THE SHARES 7. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management OF THE SUPERVISORY BOARD, T O INCREASE THE COMPANY S SHARE CAPITAL BY UP TO EUR 80,000,000 THROUGH THE ISS UE OF NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH, ON OR BEFORE 7 JUN 201 0; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUN TS, FOR THE GRANTING OF SUCH RIGHTS TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBL E AND/OR OPTION RIGHTS, FOR THE ISSUE OF EMPLOYEE SHARES OF UP TO EUR 3,500,00 0, AND FOR A CAPITAL INCREASE OF UP TO 10% OF THE COMPANY S SHARE CAPITAL IF T HE NEW SHARES ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THE MARKET PRICE OF I DENTICAL SHARES 8. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management OF THE SUPERVISORY BOARD, T O INCREASE THE COMPANY S CAPITAL BY UP TO EUR 40,000,0000 THOROUGH THE ISSUE O F NEW BEARER NO-PAR SHARES AGAINST PAYMENT IN CASH AND/OR KING, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION FOR A CAPITAL INCREASE A GAINST PAYMENT IN CASH; SHAREHOLDERS SUBSCRIPTION RIGHTS MAY BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE GRANTING OF SUCH RIGHTS MAY TO HOLDERS OF PREVIOUSLY ISSUED CONVERTIBLE AND/OR OPTION RIGHTS, AND FOR THE ISSUE OF SHARES IN CONNE CTION WITH MERGERS AND ACQUISITIONS 9. AUTHORIZE THE BOARD OF DIRECTORS, WITH THE CONSENT Management OF THE SUPERVISORY BOARD, T O ISSUE BONDS OF UP TO EUR 1,000,000,000, HAVING A TERM OF UP TO 10 YEARS AND CONFERRING CONVERTIBLE AND/OR OPTIONS RIGHTS FOR NEW SHARES OF THE COMPANY, ON OR BEFORE 7 JUN 2010; SHAREHOLDERS SUBSCRIPTION RIGHTS SHALL BE EXCLUDED FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL IF SUCH BONDS ARE ISSUED AT A PR ICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, FOR RESIDUAL AMOUNTS, AND FOR THE GRANTING OF SUCH RIGHTS TO OTHER BONDHOLDERS; THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 50,000,000 THROUGH THE IS SUE OF UP TO 19,531,250 NEW NO-PAR SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPT ION RIGHTS ARE EXERCISED CONTINGENT CAPITAL 2005 10. APPROVE THAT FROM THE 2005 FY ON, EACH MEMBER Management OF THE SUPERVISORY BOARD SHALL R ECEIVE A FIXED ANNUAL REMUNERATION OF EUR 35,000 PLUS A VARIABLE REMUNERATION OF EUR 300 PER EUR 0.01 DIVIDEND PER SHARE IN EXCESS OF EUR 0.50, AND OF EUR 4 50 FOR EVERY 1% RETURN ON CAPITAL EMPLOYED IN EXCESS OF 7%; THE CHAIRMAN OF TH E SUPERVISORY BOARD SHALL RECEIVE THREE TIMES, THE DEPUTY CHAIRMAN OF THE SUPE RVISORY BOARD AND EVERY MEMBER OF THE PERMANENT COMMITTEE ONE AND A HALF TIMES , THESE AMOUNTS AND AN ATTENDANCE FEE OF EUR 500 PER SUPERVISOR BOARD MEETING OR COMMITTEE MEETING SHALL BE PAID AS WELL AND THE MEMBERS OF THE AUDIT COMMIT TEE SHALL ALSO RECEIVE AN ADDITIONAL REMUNERATION OF EUR 20,000 THE CHAIRMAN EUR 40,000 AND AUTHORIZE THE COMPANY TO TAKE OUT D+O INSURANCE FOR THE MEMBER S OF THE SUPERVISORY BOARD AND AMEND THE ARTICLES OF ASSOCIATION - ----------------------------------------------------------------------------------------------------------------------------- SIGNET GROUP PLC AGM Meeting Date: 06/10/2005 Issuer: G8126R105 ISIN: GB0000403740 SEDOL: 0040374, 5735255, B02T9L8 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE ANNUAL REPORTS AND ACCOUNTS, AND Management For THE AUDITORS REPORT THEREON, FOR THE 52 WEEKS ENDED 29 JAN 2005 2. APPROVE THE DIRECTORS REMUNERATION REPORT WITHIN Management For THE REPORT AND ACCOUNTS FOR THE 52 WEEKS ENDED 29 JAN 2005 3. DECLARE A FINAL DIVIDEND Management For 4. RE-ELECT MR. TERRY BURMAN AS A DIRECTOR Management For 5. RE-ELECT MR. BROOK LAND AS A DIRECTOR Management For 6. RE-ELECT MR. JAMES MCADAM AS A DIRECTOR Management For 7. ELECT MR. ROBERT ANDERSON AS A DIRECTOR Management For 8. ELECT MR. ROBERT WALKER AS A DIRECTOR Management For 9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS TO Management For THE COMPANY TO HOLD OFFICE FROM T HE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 10. AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES AS DEFINED IN THAT SECTION OF THE ACT UP TO AN AGG REGATE NOMINAL AMOUNT OF GBP 2,893,636; AUTHORITY EXPIRES AT THE EARLIER OF T HE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 09 SEP 2006 ; AND THE DIREC TORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSU ANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; ALL UNEXERCISED AUTHORITIES VESTED IN THE DIRECTIONS IMMEDIATELY PRIOR TO THE PASSING OF THIS RESOLUTION TO ALLOT RELEVANT SECURITIES BE AND ARE HEREBY REVOKED S.11 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For OF RESOLUTION 10 AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 9 4 OF THE ACT FOR CASH PURSUANT TO THE GENERAL AUTHORITY CONFERRED ON THEM BY RESOLUTION 10 OR BY WAY OF A SALE OF TREASURY SHARES, DISAPPLYING THE STATUTOR Y PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO T HE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER PRE-EMPTIVE OFFER, IN FAVOR OF SHAREHOLDERS EXCLUDING SHAREHOL DERS HOLDING TREASURY SHARES ; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 434,045; AUTHORITY EXPIRES UNLESS PREVIOUSLY RENEWED VARIED OR REVOKED BY TH E COMPANY IN GENERAL MEETING AT SUCH TIME AS THE GENERAL AUTHORITY CONFERRED O N THE DIRECTORS BY RESOLUTION 10 EXPIRES ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 Management For OF THE COMPANIES ACT 1985, TO M AKE MARKET PURCHASES SECTION 163(3) OF UP TO 173,618,182 ORDINARY SHARES OF 0.5P EACH OF THE COMPANY, AT A MINIMUM PRICE OF 0.5P EXCLUSIVE OF EXPENSES A ND UP TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY S HARE AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE P REVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF T HE NEXT AGM OF THE COMPANY OR 09 SEP 2006 ; THE COMPANY, BEFORE THE EXPIRY, MA Y MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WH OLLY OR PARTLY AFTER SUCH EXPIRY S.13 AMEND THE ARTICLES OF ASSOCIATION: BY DELETING Management For THE ARTICLE 144 AND REPLACING I T WITH A NEW ARTICLE 144 AS SPECIFIED - ----------------------------------------------------------------------------------------------------------------------------- PREMIER FARNELL PLC AGM Meeting Date: 06/14/2005 Issuer: G33292106 ISIN: GB0003318416 SEDOL: 0331841, 5848885, B02SQL4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE DIRECTORS REPORT, THE AUDITED ACCOUNTS Management For AND THE AUDITOR S REPORT F OR THE FYE 30 JAN 2005 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For THE FYE 30 JAN 2005 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For 4. RE-ELECT MR. JOHN HIRST AS A DIRECTOR Management For 5. RE-ELECT MR. MICHAEL LESTER AS A DIRECTOR Management For 6. ELECT SIR PETER GERSHON AS A DIRECTOR Management For 7. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 8. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF THE COMPANY 9. AUTHORIZE THE BOARD, IN ACCORDANCE WITH ARTICLE Management For 7 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES SECTION 80(2) OF THE COMPANIES ACT 1985 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 6,049.982; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH A N OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; THE AUTHORITY CONFERRED BY ORD INARY RESOLUTION PASSED ON 15 JUN 2004 BE AND IS HEREBY REVOKED, BUT WITHOUT P REJUDICE TO ANY ALLOTMENT, OFFER OR AGREEMENT MADE OR ENTERED INTO PRIOR TO TH E PASSING OF THIS RESOLUTION S.10 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE COMPANIES ACT 1985 AND SUBJECT TO AND IN ACCORDANCE WITH ARTICLE 8 OF THE COMPANY S ARTICLES OF ASSOC IATION, TO ALLOT EQUITY SECURITIES FOR CASH PURSUANT TO THE AUTHORITY GRANTED BY RESOLUTION 8 PASSED AT THE AGM OF THE COMPANY ON 15 JUN 2004 OR, IF PROPOSE D AND PASSED, PURSUANT TO THE AUTHORITY GRANTED BY RESOLUTION 9 SET OUT IN THI S NOTICE OF MEETING, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89( 1) AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES FOR CASH WITHIN SECTION 94(3A) OF THE COMPANIES ACT 1985 AS IF SECTION 89(1) OF THAT ACT DID NOT APPL Y TO SUCH ALLOTMENT, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF E QUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SH AREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 907,588; AUTHORITY E XPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY ; AND THE DIRECTORS M AY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY; THE AUTHORITY CONFERRED BY ORDINARY RESOLUTION PASSED ON 15 JUN 2004 BE AND IS HEREBY REVOKED, BUT WIT HOUT PREJUDICE TO ANY ALLOTMENT, OFFER OR AGREEMENT MADE OR ENTERED INTO PRIOR TO THE PASSING OF THIS RESOLUTION S.11 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For BY WAY OF MARKET PURCHASES SECTION 163(3) OF UP TO 36,303,523 ORDINARY SHARES OF 5 PENCE EACH IN THE CAP ITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5 PENCE EXCLUSIVE OF EXPENSES AND UP TO 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR ORDINARY SHARE S TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE C OMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDI NARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY S.12 AUTHORIZE THE COMPANY TO PURCHASE CUMULATIVE Management For CONVERTIBLE REDEEMABLE PREFERENCE SHARES SECTION 163(3) OF THE COMPANIES ACT 1985 OF UP TO 7,575,221 PREFEREN CE SHARES OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY BY WAY OF MARKET PURCHAS E, AT A MINIMUM PRICE OF GBP 1 EXCLUSIVE OF EXPENSES AND THE MAXIMUM PRICE E XCLUSIVE OF EXPENSES BUT INCLUSIVE OF ACCRUED DIVIDED SHALL BE THE MARKET PRI CE PROVIDED THE MARKET PRICE DOES NOT EXCEED THE AVERAGE MIDDLE MARKET QUOTATI ONS FOR PREFERENCE SHARES BASED ON THE DAILY OFFICIAL LIST OF THE LONDON STO CK EXCHANGE DURING THE PERIOD OF TEN BUSINESS DAYS IMMEDIATELY PRIOR TO THE D ATE OF SUCH PURCHASES IS AGREED BY MORE THAN 5%; AUTHORITY EXPIRES AT THE CON CLUSION OF THE NEXT AGM OF THE COMPANY ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOL LY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- CORUS GROUP PLC AGM Meeting Date: 06/16/2005 Issuer: G2439N109 ISIN: GB0008280538 SEDOL: 0828053, 5755361, 5792421, B02S885 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL Management For STATEMENTS FOR THE YE 01 JAN 2005 2. APPROVE THE DIRECTORS REPORT ON REMUNERATION Management For FOR THE YE 01 JAN 2005 INCLUDIN G THE REMUNERATION POLICY AS SET OUT THEREIN 3.I APPOINT MR. J.H. SCHRAVEN AS A DIRECTOR OF THE Management For COMPANY 3.II APPOINT MR. R. HENSTRA AS A DIRECTOR OF THE COMPANY Management For 3.III RE-APPOINT MR. D.M. LLOYD AS A DIRECTOR OF THE Management For COMPANY 3.IV RE-APPOINT DR. A.B. HAYWARD AS A DIRECTOR OF Management For THE COMPANY 4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY UNTIL THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY 5. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS 6. AUTHORIZE THE CORUS GROUP PLC, IN ACCORDANCE Management For WITH SECTION 347C OF THE COMPANIE S ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POL ITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS 7. AUTHORIZE THE CORUS UK LIMITED IN ACCORDANCE Management For WITH SECTION 347C OF THE COMPANIE S ACT 1985, TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POL ITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS AFTER THE PASSING OF TH IS RESOLUTION 8. AUTHORIZE THE ORB ELECTRICAL STEELS LIMITED IN Management For ACCORDANCE WITH SECTION 347C OF THE COMPANIES ACT 1985, FOR THE PURPOSES OF PART XA OF THE COMPANIES ACT 1985 , TO MAKE DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU POLITICAL EXP ENDITURE UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OR 15 MONTHS AFTER THE PASSING OF THIS RESOLUT ION S.9 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE COMPANIE S ACT 1985 OF UP TO 444,565,340 ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 10P AND SHALL NOT EXCEED 105% ABOVE THE AV ERAGE MIDDLE MARKET QUOTATION FOR THE ORDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHOR ITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 ; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SH ARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY - ----------------------------------------------------------------------------------------------------------------------------- LANXESS AG OGM Meeting Date: 06/16/2005 Issuer: D5032B102 ISIN: DE0005470405 BLOCKING SEDOL: B05M8B7, B065978, B065XZ4 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND ANNUAL REPORT Management FOR THE 2004 FY WITH THE RE PORT OF THE SUPERVISORY BOARD AND THE REPORT ON THE COMBINED FINANCIAL STATEME NTS 2. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 3. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 4.1 ELECT DR. FRIEDRICH JANSSEN AS A MEMBER TO THE Management SUPERVISORY BOARD 4.2 ELECT DR. JUERGEN F. KAMMER AS A MEMBER TO THE Management SUPERVISORY BOARD 4.3 ELECT MR. ROBERT J. KOEHLER AS A MEMBER TO THE Management SUPERVISORY BOARD 4.4 ELECT MR. RAINER LAUFS AS A MEMBER TO THE SUPERVISORY Management BOARD 4.5 ELECT MR. LUTZ LINGNAU AS A MEMBER TO THE SUPERVISORY Management BOARD 4.6 ELECT PROF. H.C. (CHN) DR. ULRICH MIDDELMANN Management AS A MEMBER TO THE SUPERVISORY BO ARD 4.7 ELECT DR. SIEGHARDT ROMETSCH AS A MEMBER TO THE Management SUPERVISORY BOARD 4.8 ELECT DR. ROLF STOMBERG AS A MEMBER TO THE SUPERVISORY Management BOARD 5. APPROVE THE MODIFICATION OF THE BOND TERMS IN Management CONNECTION WITH THE ISSUE OF BON DS TO BAYER AG, AND THE CREATION OF CONTINGENT CAPITAL, AS FOLLOWS: THE SHARE CAPITAL SHALL BE INCREASED BY UP TO EUR 20,000,000 THROUGH THE ISSUE OF UP TO 20,000,000 NEW BEARER NO-PAR SHARES, INSOFAR AS CONVERTIBLE RIGHTS ARISING FRO M THE BONDS ISSUED TO BAYER AG WITHIN THE SCOPE OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS MEETING OF 15 SEP 2004, ARE EXERCISED 6. AMEND THE ARTICLES OF ASSOCIATION IN CONNECTION Management WITH THE NEW GERMAN LAW ON COR PORATE INTEGRITY AND MODERNIZATION OF THE RIGHT TO SET ASIDE RESOLUTIONS OF SH AREHOLDERS MEETINGS, AS FOLLOWS: SECTION 14, REGARDING SHAREHOLDERS MEETINGS BEING CONVENED NO LATER THAN 30 DAYS PRIOR TO THE DAY BY WHICH SHAREHOLDERS A RE REQUIRED TO REGISTER TO ATTEND THE SHAREHOLDERS MEETING; SECTION 15, REGAR DING SHAREHOLDERS INTENDING TO ATTEND THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER 7 DAYS PRIOR TO THE SHAREHOLDERS MEETING AND TO PROVIDE A PROOF IN GERMAN OR ENGLISH OF THEIR ENTITLEMENT TO ATTEND THE SHAREHOLDERS MEETING AND TO EXERCISE THEIR VOTING RIGHTS 7. APPROVE THE CONTROL AND PROFIT TRANSFER AGREEMENT Management WITH THE COMPANY S WHOLLY-OW NED SUBSIDIARY LANXESS DEUTSCHLAND GMBH, EFFECTIVE RETROACTIVELY FROM 01 JAN 2 005, UNTIL AT LEAST 31 DEC 2010 8. APPOINT PWC DEUTSCHE REVISION AG, FRANKFURT AS Management THE AUDITORS FOR THE 2005 FY - ----------------------------------------------------------------------------------------------------------------------------- LOGITECH INTERNATIONAL SA, APPLES AGM Meeting Date: 06/16/2005 Issuer: H50430208 ISIN: CH0012607195 BLOCKING SEDOL: 7151149 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register BE NOTIFIED TO THE COMPANY REG ISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YO U INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTIN G VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting IN THIS MARKET. PLEASE CONTACT Y OUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. - ----------------------------------------------------------------------------------------------------------------------------- BANCO SANTANDER CENTRAL HISPANO, S.A., SANTANDER OGM Meeting Date: 06/17/2005 Issuer: E19790109 ISIN: ES0113900J37 SEDOL: 0736082, 2576628, 5705946, 5706637, 5706819, 5761885, 5852433, 5900600, 2TB23 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal 1. APPROVE THE ANNUAL ACCOUNTS, THE BALANCE SHEET, Management For THE PROFIT AND LOSS ACCOUNT AN D NOTES TO THE ACCOUNTS, AND OF THE COMPANY MANAGEMENT OF BANCO SANTANDER CENT RAL HISPANO, S.A AND ITS CONSOLIDATED GROUP FOR THE FYE 31 DEC 2004 2. APPROVE THE APPLICATION OF PROFITS Management For 3.A RATIFY THE APPOINTMENT OF LORD BURNS Management For 3.B RATIFY THE APPOINTMENT OF MR. DON LUIS ANGEL Management For ROJO DUQUE 3.C RE-ELECT MR. DON EMILIO BOTIN-SANZ DE SAUTUOLA Management For Y GARCIA DE LOS RIOS AS A DIREC TOR 3.D RE-ELECT MR. DON MATIAS RODRIGUEZ INCIARTE AS Management For A DIRECTOR 3.E RE-ELECT MR. DON MANUEL SOTO SERRANO AS A DIRECTOR Management For 3.F RE-ELECT MR. DON GUILLER MO DE LA DEHESA ROMERO Management For AS A DIRECTOR 3.G RE-ELECT MR. DON ABEL MATUTES JUAN AS A DIRECTOR Management For 3.H RE-ELECT MR. DON FRANCIS CO BOTIN-SANZ DE SAUTOLOA Management For Y O SHEA AS A DIRECTOR 4. RE-ELECT THE FINANCIAL AUDITORS FOR THE YEAR 2005 Management For 5. AUTHORIZE THE BANK AND ITS SUBSIDIARIES TO ACQUIRE Management For OWN SHARES ACCORDING TO THE PROVISIONS OF SECTION 75 AND ADDITIONAL PROVISION A OF THE SPANISH LIMITED CO MPANIES ACT, LEY DE SOCIEDADES ANONIMAS, RENDERING VOID THE AUTHORIZATION GRAN TED BY THE GENERAL MEETING OF SHAREHOLDERS HELD ON 19 JUN 2004 6. AUTHORIZE THE BOARD OF DIRECTORS TO CARRY OUT Management For THE RESOLUTION ADOPTED BY THE ME ETING REGARDING INCREASE OF THE CORPORATE CAPITAL WITH THE PROVISIONS OF SECTI ON 153.1.A. OF THE SPANISH LIMITED COMPANIES ACT, RENDERING VOID THE RESOLUTIO N 8 H.II OF THE GENERAL MEETING OF SHAREHOLDERS HELD ON 19 JUN 2004 7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For THE CORPORATE CAPITAL IN CONFORMI TY WITH THE PROVISIONS OF SECTION 153.1.A OF THE SPANISH LIMITED COMPANIES ACT TO EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHT AS PROVIDED BY SECTION 159.2 O F THE ACT, RENDERING VOID THE RESOLUTION 9 H.II OF THE GENERAL MEETING OF SHAR EHOLDERS HELD ON 21 JUN 2003 8. AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE FIXED-INCOME Management For SECURITIES NOT CONVERTI BLE INTO SHARES 9. APPROVE FOR ITS FURTHER APPLICATION BY THE BANK Management For AND ITS SUBSIDIARIES OF AN INC ENTIVE PLAN CONSISTING OF STOCK OPTIONS OR OTHER METHODS RELATED TO BANK SHARE S, AND THE EVOLUTION OF MARKET QUOTATION AND PROFITS 10. GRANT AUTHORITY TO THE BOARD TO DEPUTE THE POWERS Management For TO CONSTRUE, AMEND, COMPLEME NT, EXECUTE AND DEVELOP THE RESOLUTIONS ADOPTED BY THE MEETING FOR THEIR PUBLI C RECORDING * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Vote Proposal REACH QUORUM, THERE WILL BE A SE COND CALL ON 18 JUN 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU - ----------------------------------------------------------------------------------------------------------------------------- COCA COLA HELLENIC BOTTLING CO SA OGM Meeting Date: 06/17/2005 Issuer: X1435J105 ISIN: GRS104111000 BLOCKING SEDOL: 0964850, 4420723, 5890433, B0338M3 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management ALONG WITH THE BOARD OF DIRE CTORS AND THE CHARTERED AUDITORS REPORTS 2. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management ALONG WITH THE BOARD OF DIRE CTORS AND THE CHARTERED AUDITORS REPORTS 3. GRANT DISCHARGE THE BOARD OF DIRECTOR MEMBERS Management AND THE CHARTERED AUDITORS FROM ANY RESPONSIBILITY OF REIMBURSEMENT FOR THE FY 2004 4. APPROVE THE REMUNERATION OF THE BOARD OF DIRECTOR Management MEMBERS FOR THE FY 2004 AND PREAPPROVAL FOR THE FY 2005 5. ELECT CHARTERED AUDITORS, ORDINARY AND THE DEPUTY Management FOR THE FY 2004 AND APPROVE TO DETERMINE THEIR SALARIES 6. APPROVE THE PROFITS DISTRIBUTION FOR THE FY 2004 Management 7. ELECT THE NEW BOARD OF DIRECTOR Management 8. APPROVE THE STOCK OPTIONS PLAN TO COMPANY S EXECUTIVES, Management ALONG WITH THE COMPANI ES THAT PURSUE SIMILAR PURPOSES - ----------------------------------------------------------------------------------------------------------------------------- MLP AG, HEIDELBERG OGM Meeting Date: 06/21/2005 Issuer: D5388S105 ISIN: DE0006569908 BLOCKING SEDOL: 4411545, 5119871, 5720273, 7227266 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management REPORT FOR THE FY 2004 WITH TH E REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND THE GROU P ANNUAL REPORT 2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management PROFIT OF EUR 23,915,118.52 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.22 PER NO-PAR SHARE, EUR 14,167.60 SHA LL BE CARRIED FORWARD; EX-DIVIDEND AND PAYABLE DATE: 22 JUN 2005 3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management 4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management 5. APPOINT THE ERNST + YOUNG AG, STUTTGART, AS THE Management AUDITORS FOR THE 2005 FY 6. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management UP TO 10% OF ITS SHARE CAPITAL, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 20 DEC 2006; AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO DISPOSE O F THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAR EHOLDERS IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THE MARKET PRI CE OF IDENTICAL SHARES, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUI SITIONS, AND TO RETIRE THE SHARES * PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting IN ENGLISH AND GERMAN * Non-Voting - ----------------------------------------------------------------------------------------------------------------------------- TI AUTOMOTIVE LTD AGM Meeting Date: 06/29/2005 Issuer: G8859L101 ISIN: GB0030675291 SEDOL: 3067529 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ----------------------------------------------------------------------------------------------------------------------------- 1. ADOPT THE REPORTS OF THE DIRECTORS AND AUDITORS Management For AND THE AUDITED ACCOUNTS FOR T HE YE 31 DEC 2004 2. RE-APPOINT MR. JOHN M. HARRIS AS A DIRECTOR OF Management For THE COMPANY 3. RE-APPOINT MR. CHRISTOPHER J. KINSELLA AS A DIRECTOR Management Against OF THE COMPANY 4. RE-APPOINT MR. WILLIAM J. LAULE AS A DIRECTOR Management Against OF THE COMPANY 5. RE-APPOINT MR. BERNARD J. TAYLOR AS A DIRECTOR Management For OF THE COMPANY 6. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For AUDITORS OF THE COMPANY 7. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For OF THE AUDITORS - ----------------------------------------------------------------------------------------------------------------------------- GROUP 4 SECURICOR PLC, SUTTON OGM Meeting Date: 06/30/2005 Issuer: G4194K106 ISIN: GB00B01FLG62 SEDOL: B01FLG6 - ----------------------------------------------------------------------------------------------------------------------------- Vote Group: UNASSIGNED Proposal Proposal Vote Against Number Proposal Type Cast Mgmt. - ------------------------------------------------------------------------------------------------------------------------------------ * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Vote Proposal 1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For FOR THE YE 31 DEC 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR THEREON 2. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For REPORT FOR THE YE 31 DEC 2004 3. DECLARE A FINAL DIVIDEND Management For 4. ELECT MR. NICK BUCKLES AS A DIRECTOR Management For 5. ELECT LORD CONDON AS A DIRECTOR Management For 6. ELECT MR. TREVOR DIGHTON AS A DIRECTOR Management For 7. ELECT MR. ALF DUCH-PEDERSON AS A DIRECTOR Management For 8. ELECT MR. GRAHAME GIBSON AS A DIRECTOR Management For 9. ELECT MR. THORLEIF KRARUP AS A DIRECTOR Management For 10. ELECT MR. BO LERENIUS AS A DIRECTOR Management For 11. ELECT MR. JORGEN PHILIP-SORENSEN AS A DIRECTOR Management For 12. ELECT MR. WALDEMAR SCHMIDT AS A DIRECTOR Management For 13. ELECT LORD SHARMAN AS A DIRECTOR Management For 14. ELECT MR. MALCOLM WILLIAMSON AS A DIRECTOR Management For 15. APPOINT KPMG AS THE AUDITOR OF THE COMPANY UNTIL Management For THE CONCLUSION OF THE NEXT GE NERAL MEETING AT WHICH ACCOUNTS ARE LAID AND AUTHORIZE THE DIRECTORS TO FIX TH EIR REMUNERATION 16. AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH SECTION Management For 80 OF THE COMPANIES ACT 19 85 THE ACT , TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGAT E NOMINAL AMOUNT OF GBP 105,000,000; AUTHORITY EXPIRES ON 01 JUN 2010 ; AND T HE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.17 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For 95 OF THE ACT, TO ALLOT EQUITY SE CURITIES SECTION 94(2) OF THE ACT FOR CASH, DISAPPLYING THE STATUTORY PRE-EM PTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOT MENT OF EQUITY SECURITIES: I) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF OR DINARY SHAREHOLDERS; II) UP TO AN AGGREGATE NOMINAL VALUE OF GBP 15,800,000; AUTHORITY EXPIRES ON 01 JUN 2010 ; AND THE DIRECTORS MAY ALLOT EQUITY SECURITI ES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEME NT MADE PRIOR TO SUCH EXPIRY S.18 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For SECTION 163(3) OF THE ACT OF UP TO 126,400,000 ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY, A T A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATION S FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2006 ; THE COMPANY, BEFORE THE EXPIRY, MAY M AKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLL Y OR PARTLY AFTER SUCH EXPIRY S.19 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For BY THE DELETION OF ARTICLE 17 2 AND SUBSTITUTING WITH NEW WORDS
ProxyEdge - Investment Company Report Report Date: 08/03/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Scudder Preservation Plus Portfolio NO PROXIES RECEIVED OR VOTED FOR THIS FUND ProxyEdge - Investment Company Report Report Date: 08/03/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Scudder Limited-Duration Plus Portfolio NO PROXIES RECEIVED OR VOTED FOR THIS FUND ProxyEdge - Investment Company Report Report Date: 08/03/2005 Meeting Date Range: 07/01/2004 to 06/30/2005 Selected Accounts: Scudder US Bond Index Portfolio NO PROXIES RECEIVED OR VOTED FOR THIS FUND SIGNATURES [See General Instruction F] Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Scudder Investment Portfolios By (Signature and Title)* /s/Julian Sluyters ----------------------------------------------- Julian Sluyters, Chief Executive Officer Date 8/15/05 --------- * Print the name and title of each signing officer under his or her signature. -----END PRIVACY-ENHANCED MESSAGE-----