-----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, LGberLpDuoFDFWsVASB6YHMTXtITocHkr0zSm0eWxoPieFRwJ+NJgm+cUT5aTUZq 7KzfNPAqzPCgu3dtqZDvjw== 0000935069-08-001963.txt : 20080827 0000935069-08-001963.hdr.sgml : 20080827 20080827165615 ACCESSION NUMBER: 0000935069-08-001963 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080827 EFFECTIVENESS DATE: 20080827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAMCO INTERNATIONAL GROWTH FUND, INC CENTRAL INDEX KEY: 0000925463 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-08560 FILM NUMBER: 081042538 BUSINESS ADDRESS: STREET 1: ONE CORPOATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 8004223554 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI INTERNATIONAL GROWTH FUND INC DATE OF NAME CHANGE: 19940616 0000925463 S000001069 GABELLI INTERNATIONAL GROWTH FUND INC C000002882 CLASS A GAIGX C000002883 CLASS AAA GIGRX C000002884 CLASS B GBIGX C000002885 CLASS C GCIGX C000034314 CLASS I N-PX 1 npx.txt GABELLI IG NPX 0608 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-08560 GAMCO International Growth Fund, Inc. (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 (Name and address of agent for service) Registrant's telephone number, including area code: 800-422-3554 Date of fiscal year end: December 31 Date of reporting period: July 1, 2007 - June 30, 2008 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 (Sections 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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2007 TO JUNE 30, 2008 ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 1 of 105 - -------------------------------------------------------------------------------- BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) IRE CRT MEETING DATE: 07/17/2007 ISSUER: G49374146 ISIN: IE0030606259 SEDOL: B18VMN8, 3070732, B01ZKW5, 3060625 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown FOR THE YE 31 MAR 2007 2. APPROVE TO DECLARE A DIVIDEND Management For *Management Position Unknown 3.A ELECT MR. RICHIE BOUCHER AS A DIRECTOR Management For *Management Position Unknown 3.B ELECT MR. DES CROWLEY AS A DIRECTOR Management For *Management Position Unknown 3.C ELECT MR. DENIS DONOVAN AS A DIRECTOR Management For *Management Position Unknown 3.D ELECT MR. DENNIS HOLT AS A MEMBER OF THE REMUNERATION Management For *Management Position Unknown COMMITTEE 3.E RE-ELECT MR. BRIAN GOGGIN AS A DIRECTOR Management For *Management Position Unknown 3.F RE-ELECT MR. PAUL HORAN AS A DIRECTOR Management For *Management Position Unknown 3.G RE-ELECT MR. TERRY NEILL AS A MEMBER OF THE REMUNERATION Management For *Management Position Unknown COMMITTEE 3.H ELECT MS. ROSE HYNES AS A DIRECTOR Management For *Management Position Unknown 3.I ELECT MR. JEROME KENNEDY AS A DIRECTOR Management For *Management Position Unknown 3.J ELECT MS. HEATHER ANN MCSHARRY AS A DIRECTOR Management For *Management Position Unknown 4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown OF THE AUDITORS S.5 APPROVE TO RENEW THE BANK S AUTHORITY TO PURCHASE Management For *Management Position Unknown ITS OWN STOCK S.6 APPROVE TO DETERMINE THE RE-ISSUE PRICE RANGE Management For *Management Position Unknown FOR TREASURY STOCK S.7 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown ORDINARY STOCK ON AN NON PRE-EMPTIVE BASIS FOR CASH S.8 APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown ORDINARY STOCK ON AN NON PRE-EMPTIVE BASIS OTHER THAN FOR CASH
- -------------------------------------------------------------------------------- UNICREDITO ITALIANO SPA, GENOVA UNC.L MIX MEETING DATE: 07/28/2007 ISSUER: T95132105 ISIN: IT0000064854 BLOCKING SEDOL: B020SH0, B2B3HG6, 4232445, 5179712, B11RZ56, 0711670 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown REACH QUORUM, THERE WILL BE A SECOND CALL ON 29 JUL 2007 AT 18:30 AND A THIRD CALL ON 30 JUL 2007 AT 10:00. 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 CANCELLED. THANK YOU. O.1 APPOINT 1 DIRECTOR Management Take No Action *Management Position Unknown E.1 APPROVE THE MERGER PROJECT FOR INCORPORATION Management Take No Action *Management Position Unknown OF CAPITALIA SPA INTO UNICREDIT SPA AS PER ARTICLE 2501, CIVIL CODE AND CONSEQUENT AMENDMENTS TO THE BY-LAWS E.2 GRANT AUTHORITY TO DISPOSE OF SOME OWN SHARES Management Take No Action *Management Position Unknown IN FAVOR OF NO. 425.000 RIGHTS OF PURCHASE TO BE ASSIGNED TO THE DIRECTORS, NOT BELONGING TO CAPITALIA , REPLACING SOME RIGHTS NOT YET ALLOTTED PREVIOUSLY AND AMENDING THE RESOLUTIONS APPROVED BY THE SHAREHOLDERS MEETING OF 16 DEC 2006 E.3 AMEND THE ARTICLES 27, 28 AND 32 OF THE BY-LAWS Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 2 of 105 - -------------------------------------------------------------------------------- TELE2 AB TEL2A EGM MEETING DATE: 08/28/2007 ISSUER: W95878117 ISIN: SE0000314312 SEDOL: 5065060, 5316779, B085590, B11JQF9, B038B07, B094251 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU. * MARKET RULES REQUIRES THE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER TO LODGE YOUR VOTE. * PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown OPTION IN SWEDEN. THANK YOU. 1. OPENING OF THE MEETING Management For *Management Position Unknown 2. ELECT THE CHAIRMAN OF THE MEETING Management For *Management Position Unknown 3. APPROVE THE VOTING LIST Management For *Management Position Unknown 4. APPROVE THE AGENDA Management For *Management Position Unknown 5. ELECT 1 OR 2 PERSONS TO CERTIFY THE MINUTES Management For *Management Position Unknown 6. APPROVE TO DETERMINE WHETHER THE MEETING HAS Management For *Management Position Unknown BEEN DULY CONVENED 7.a AMEND SECTION 5 IN THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown MEANING THAT CLASS C SHARES HELD BY THE COMPANY MAY BE RECLASSIFIED INTO CLASS B SHARES AS SPECIFIED 7.b ADOPT A PERFORMANCE BASED INCENTIVE PROGRAMME Management For *Management Position Unknown THE PLAN FOR APPROXIMATELY 80SENIOR EXECUTIVES AND OTHER KEY EMPLOYEES WITHIN THE TELE2 GROUP UNDER THE SPECIFIED TERMS 7.c AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown THE COMPANY S SHARE CAPITAL BY NOT MORE THAN SEK 5,122,500 BY THE ISSUE OF NOT MORE THAN 4,098,000 CLASS C SHARES, EACH WITH A PAR VALUE OF SEK 1.25 AND REPRESENTING ONE VOTE, NORDEA BANK AB PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR THE CLASS C SHARES, THE PURPOSE OF THE AUTHORIZATION IS TO ENSURE DELIVERY OF CLASS B SHARES TO EMPLOYEES UNDER THE PLAN; AUTHORITY EXPIRES AT THE END OF THE PERIOD UNTIL THE NEXT AGM 7.d AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE Management For *Management Position Unknown OWN CLASS C SHARES, THE REPURCHASE SHALL COMPRISE ALL OUTSTANDING CLASS C SHARES, THE PURCHASE MAY BE EFFECTED AT A PURCHASE PRICE CORRESPONDING TO NOT LESS THAN SEK 1.25 AND NOT MORE THAN SEK 1.35, PAYMENT FOR THE CLASS C SHARES SHALL BE MADE IN CASH, THE PURPOSE OF THE REPURCHASE IS TO ENSURE THE DELIVERY OF CLASS B SHARES UNDER THE PLAN; AUTHORITY EXPIRES AT THE END OF THE PERIOD UNTIL THE NEXT AGM 7.e APPROVE THAT THE CLASS C SHARES THAT TELE2 PURCHASES Management For *Management Position Unknown BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE OWN SHARES IN ACCORDANCE WITH RESOLUTION 7.D, FOLLOWING RECLASSIFICATION INTO CLASS B SHARES, MAY BE TRANSFERRED, AGAINST PAYMENT OF THE DETERMINED EXERCISE PRICE UNDER THE PLAN, TO EMPLOYEES WITHIN THE TELE2 GROUP UPON EXERCISE OF OPTIONS UNDER THE PLAN 8. CLOSURE OF THE MEETING Management For *Management Position Unknown
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 3 of 105 - -------------------------------------------------------------------------------- CIE FINANCIERE RICHEMONT SA, GENEVE CFRUF.PK AGM MEETING DATE: 09/13/2007 ISSUER: H25662141 ISIN: CH0012731458 BLOCKING SEDOL: B0LBVC0, B0ZC1S5, 7151116, B02V8V7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. APPROVE THE FINANCIAL STATEMENTS AND STATUTORY Management Take No Action *Management Position Unknown REPORTS 2. APPROVE THE ALLOCATION OF INCOME AND DIVIDENDS Management Take No Action *Management Position Unknown OF EUR 0.054 PER A BEARER SHARE AND EUR 0.0054 PER B REGISTERED SHARE 3. GRANT DISCHARGE TO THE BOARD AND THE SENIOR MANAGEMENT Management Take No Action *Management Position Unknown 4.1 RE-ELECT MR. JOHANN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown 4.2 RE-ELECT MR. JEAN AESCHIMANN AS A DIRECTOR Management Take No Action *Management Position Unknown 4.3 RE-ELECT MR. FRANCO COLOGNI AS A DIRECTOR Management Take No Action *Management Position Unknown 4.4 RE-ELECT LORD DOURO AS A DIRECTOR Management Take No Action *Management Position Unknown 4.5 RE-ELECT MR. YVES ISTEL AS A DIRECTOR Management Take No Action *Management Position Unknown 4.6 RE-ELECT MR. R. LEPEU AS A DIRECTOR Management Take No Action *Management Position Unknown 4.7 RE-ELECT MR. R. MAGNONI AS A DIRECTOR Management Take No Action *Management Position Unknown 4.8 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management Take No Action *Management Position Unknown 4.9 RE-ELECT MR. ALAIN PERRIN AS A DIRECTOR Management Take No Action *Management Position Unknown 4.10 RE-ELECT MR. NORBERT PLATT AS A DIRECTOR Management Take No Action *Management Position Unknown 4.11 RE-ELECT MR. ALAN QUASHA AS A DIRECTOR Management Take No Action *Management Position Unknown 4.12 RE-ELECT LORD CLIFTON AS A DIRECTOR Management Take No Action *Management Position Unknown 4.13 RE-ELECT MR. JAN RUPERT AS A DIRECTOR Management Take No Action *Management Position Unknown 4.14 RE-ELECT MR. J. SCHREMPP AS A DIRECTOR Management Take No Action *Management Position Unknown 4.15 RE-ELECT MR. M. WIKSTROM AS A DIRECTOR Management Take No Action *Management Position Unknown 4.16 ELECT MR. ANSON CHAN AS A DIRECTOR Management Take No Action *Management Position Unknown 5. RATIFY PRICEWATERHOUSECOOPERS AS THE AUDITORS Management Take No Action *Management Position Unknown
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 4 of 105 - -------------------------------------------------------------------------------- BARCLAYS BK PLC BCS EGM MEETING DATE: 09/14/2007 ISSUER: G08036124 ISIN: GB0031348658 SEDOL: B02S681, 3134865, B021PQ1, 6507312 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE THE MERGER WITH ABN AMRO HOLDING N.V. Management For *Management Position Unknown AND INCREASE IN AUTHORIZED CAPITAL FROM GBP 2,500,000,000 TO GBP 4,401,000,000 AND ISSUE EQUITY WITH PRE-EMPTIVE RIGHTS UP TO GBP 1,225,319,514 IN CONNECTION WITH THE MERGER S.2 APPROVE FURTHER INCREASE IN THE AUTHORIZED CAPITAL Management For *Management Position Unknown FROM GBP 4,401,000,000 TO GBP 4,401,000,000 AND EUR 2,000,000,000 AND ISSUE PREFERENCE SHARES WITH PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 2,000,000,000 AND ADOPT NEW ARTICLES OF ASSOCIATION 3. AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 981,979,623 S.4 AUTHORIZE THE DIRECTORS TO ISSUE EQUITY OR EQUITY-LINKED Management For *Management Position Unknown SECURITIES FOR CASH OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS AND SELL THE TREASURY SHARES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 147,296,943 S.5 AUTHORIZE THE COMPANY TO PURCHASE 1,700,000,000 Management For *Management Position Unknown ORDINARY SHARES FOR MARKET PURCHASE S.6 APPROVE TO CANCEL THE AMOUNT STANDING TO THE Management For *Management Position Unknown CREDIT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY
- -------------------------------------------------------------------------------- BARCLAYS BK PLC BCS CLS MEETING DATE: 09/14/2007 ISSUER: G08036124 ISIN: GB0031348658 SEDOL: B02S681, 3134865, B021PQ1, 6507312 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- E.1 APPROVE TO PASS AND IMPLEMENT RESOLUTION 2 AT Management For *Management Position Unknown THE EGM RELATING TO THE PREFERENCE SHARES AND TO CONSENT TO ANY RESULTING CHANGE IN THE RIGHTS OF ORDINARY SHARES
- -------------------------------------------------------------------------------- RIO TINTO PLC, LONDON RTP EGM MEETING DATE: 09/14/2007 ISSUER: G75754104 ISIN: GB0007188757 SEDOL: 4718699, 6720595, 0718875, 5725676, B02T7C5, B0CRGK0 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE THE ACQUISITION, ON THE TERMS AND SUBJECT Management For *Management Position Unknown TO THE CONDITIONS SPECIFIEDIN THE SUPPORT AGREEMENT AND THE OFFER DOCUMENT; AND AUTHORIZE THE DIRECTORS OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS TO WAIVE, AMEND, VARY OR EXTEND ANY OF THE TERMS AND CONDITIONS OF THE ACQUISITION AND TO DO ALL THINGS AS THEY MAY CONSIDER TO BE NECESSARY OR DESIRABLE TO COMPLETE, IMPLEMENT AND GIVE EFFECT TO, OR OTHERWISE IN CONNECTION WITH, THE ACQUISITION AND ANY MATTERS INCIDENTAL TO THE ACQUISITION;
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 5 of 105 AND APPROVE THE BORROWINGS, PURSUANT TO THE FACILITY AGREEMENT AS SPECIFIED OR ANY REFINANCING THEREOF AND SANCTION BE GIVEN TO THE AGGREGATE AMOUNT FOR THE TIME BEING REMAINING UNDISCHARGED OF ALL MONEYS BORROWED INCLUDING PURSUANT TO SUCH FACILITY AGREEMENT OR ANY REFINANCING THEREOF BY (1) THE COMPANY AND ANY OF ITS SUBSIDIARIES AND (2) RTL AND ANY OF ITS CORPORATIONS ACT SUBSIDIARIES EXCLUSIVE OF MONEYS BORROWED BY ANY COMPANY IN THE RIO TINTO GROUP FROM AND FOR THE TIME BEING OWING TO ANY OTHER COMPANY IN THE RIO TINTO GROUP OR ANY COMPANY IN THE RTL GROUP OR BY ANY COMPANY IN THE RTL GROUP FROM AND FOR THE TIME BEING OWING TO ANY OTHER COMPANY IN THE RTL GROUP OR ANY COMPANY IN THE RIO TINTO GROUP EACH TERM USED IN THIS RESOLUTION HAVING THE MEANING ASCRIBED TO IT IN THE COMPANY S ARTICLES OF ASSOCIATION EXCEEDING THE LIMIT SET OUT IN ARTICLE 109 OF THE COMPANY S ARTICLES OF ASSOCIATION PROVIDED THAT SUCH AGGREGATE AMOUNT SHALL NOT EXCEED THE SUM OF USD 60 BILLION
- -------------------------------------------------------------------------------- COCA-COLA HELLENIC BOTTLING CO S A CCHBF.PK EGM MEETING DATE: 10/15/2007 ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING SEDOL: 0964850, 5890433, B0338M3, 4420723 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE TO INCREASE CAPITAL THROUGH CAPITALIZATION Management Take No Action *Management Position Unknown OF THE SHARE PREMIUM ACCOUNT AND ISSUANCE OF 1 BONUS SHARE FOR EVERY 2 SHARES OWNED TO THE EXISTING SHAREHOLDERS 2. AMEND THE ARTICLE 3 AND APPROVE THE CODIFICATION Management Take No Action *Management Position Unknown OF THE COMPANY S ARTICLES OFASSOCIATION
- -------------------------------------------------------------------------------- DIAGEO PLC DEO AGM MEETING DATE: 10/16/2007 ISSUER: G42089113 ISIN: GB0002374006 SEDOL: 5399736, 5460494, 0237400, 5409345, B01DFS0 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE DIRECTORS AND THE AUDITORS REPORTS Management For *Management Position Unknown AND THE ACCOUNTS FOR THE YE 30 JUN 2007 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown THE YE 30 JUN 2007 3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown 4. RE-ELECT MS. MARIA LILJA AS A DIRECTOR Management For *Management Position Unknown 5. RE-ELECT MR. NICK C. ROSE AS A DIRECTOR Management For *Management Position Unknown 6. RE-ELECT MR. PAUL A. WALKER AS A DIRECTOR Management For *Management Position Unknown 7. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown COMPANY UNTIL THE CONCLUSION OF THE NEXT AGM AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR S REMUNERATION
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 6 of 105 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For *Management Position Unknown ALL OTHER SUCH AUTHORITIES, TO ANY ISSUE OF RELEVANT SECURITIES SECTION 80 OF THE COMPANIES ACT 1985 AS AMENDED MADE OR OFFERED OR AGREED TO BE MADE PURSUANT TO SUCH AUTHORITIES PRIOR TO THIS RESOLUTION BEING PASSED, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 253,783,000 FOR THE PURPOSES AND ON THE TERMS OF THE ARTICLE 10(B) OF THE COMPANY S ARTICLE OF ASSOCIATION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 JAN 2009; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES AND Management For *Management Position Unknown ON THE TERMS OF ARTICLE 10(C) OF THE COMPANY S ARTICLES OF ASSOCIATION, PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 AS AMENDED, TO ALLOT EQUITY SECURITIES SECTION 94 OF THAT ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY THE RESOLUTION 8 AND/OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THAT ACT, DISAPPLYING SECTION 89(1) OF THAT ACT, PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR ON 15 JAN 2009; AND THE DIRECTORS MAY SO ALLOT IN ACCORDANCE WITH ARTICLE 10(C)(III) THE SECTION 95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE 10(C)(III) SHALL BE GBP 38,067,000 S.13 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For *Management Position Unknown S.10 AUTHORIZE THE COMPANY FOR THE PURPOSES OF SECTION Management For *Management Position Unknown 166 OF THE COMPANIES ACT 1985 AS AMENDED TO MAKE MARKET PURCHASES SECTION 163 OF THAT ACT OF UP TO 263,122,000 OF ITS ORDINARY SHARES OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE OF 28 101/108 PENCE AND THE MAXIMUM PRICE WHICH MAY BE PAID IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARES AS 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 OR ON 15 JAN 2009; 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 ALL COMPANIES AT ANY Management For *Management Position Unknown TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT SUBSIDIARIES OF THE COMPANY, IN ACCORDANCE WITH SECTION 366 OF THE COMPANIES ACT 2006 THE ACT TO MAKE POLITICAL DONATIONS SECTION 364 OF THAT ACT NOT EXCEEDING GBP 200,000 IN TOTAL AND TO POLITICAL PARTIES SECTION 363 OF THE ACT NOT EXCEEDING GBP 200,000 IN TOTAL DURING THE BEGINNING WITH THE DATE OF PASSING OF THIS RESOLUTION AND ENDING AT THE END OF THE NEXT AGM OF THE COMPANY OR ON 15 JAN 2009; AND APPROVE THE AGGREGATE AMOUNT OF POLITICAL DONATIONS AND POLITICAL EXPENDITURE MADE AND INCURRED BY THE COMPANY AND ITS SUBSIDIARIES PURSUANT TO THIS RESOLUTION SHALL NOT EXCEED GBP 200,000 12. APPROVE AND ADOPT THE DIAGEO PLC 2007 UNITED Management For *Management Position Unknown STATES EMPLOYEE STOCK PURCHASE PLAN, AS SPECIFIED; AND AUTHORIZE THE BOARD TO DO ALL ACTS AND THINGS WHICH IT MAY CONSIDER NECESSARY OR DESIRABLE TO CARRY THE SAME INTO EFFECT AND TO MAKE SUCH CHANGES AS IT MAY CONSIDER APPROPRIATE FOR THAT PURPOSE, INCLUDING MAKING ANY CHANGES REQUIRED UNDER THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 7 of 105 - -------------------------------------------------------------------------------- COCHLEAR LIMITED COH.AX AGM MEETING DATE: 10/23/2007 ISSUER: Q25953102 ISIN: AU000000COH5 SEDOL: B02NSS0, 6211798, 4020554 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND APPROVE THE COMPANY S FINANCIAL REPORT, Management For *Management Position Unknown DIRECTORS REPORT AND THEAUDITOR S REPORT IN RESPECT OF THE YE 30 JUN 2007 2. ADOPT THE REMUNERATION REPORT Management For *Management Position Unknown 3.1 RE-ELECT PROF. EDWARD BYRNE, AO AS A DIRECTOR Management For *Management Position Unknown OF THE COMPANY 3.2 RE-ELECT MR. DONAL O DWYER AS A DIRECTOR OF THE Management For *Management Position Unknown COMPANY 3.3 ELECT MR. ANDREW DENVER AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown 4. APPROVE THE ISSUE OF SECURITIES TO THE CHIEF Management For *Management Position Unknown EXECUTIVE OFFICER/PRESIDENT, DR.CHRIS ROBERTS, UNDER THE COCHLEAR EXECUTIVE LONG TERM INCENTIVE PLAN 5. APPROVE TO INCREASE THE MAXIMUM AGGREGATE REMUNERATION Management For *Management Position Unknown OF NON-EXECUTIVE DIRECTORS 6. ADOPT THE NEW ARTICLE 12.8A DIRECT VOTING OF Management For *Management Position Unknown THE COMPANY S CONSTITUTION
- -------------------------------------------------------------------------------- TOLL HOLDINGS LTD, MELBOURNE VIC TL4.BE AGM MEETING DATE: 10/25/2007 ISSUER: Q9104H100 ISIN: AU000000TOL1 SEDOL: B1HJJG5, 6693749, B06MV40 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Non-Voting *Management Position Unknown AND ITS CONTROLLED ENTITIES FOR THE YE 30 JUN 2007 AND THE RELATED DIRECTORS REPORT, DIRECTORS DECLARATION AND AUDITORS REPORT 2. ADOPT THE REMUNERATION REPORT Management For For 3. RE-ELECT MR. NEIL CHATFIELD AS A DIRECTOR OF Management For For THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 4. ELECT MR. HARRY BOON AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 5. ELECT MR. MARK SMITH AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 6. ELECT MR. BARRY CUSACK AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES IN ACCORDANCE WITH THE COMPANY S CONSTITUTION 7. APPROVE TO ISSUE THE ORDINARY SHARES UNDER THE Management For For EMPLOYEE SHARE OWNERSHIP PLAN TO EMPLOYEES OF THE COMPANY AS SPECIFIED FOR THE PURPOSE OF EXCEPTION 9 OF ASX LISTING RULE 7.2
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 8 of 105 - -------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 10/29/2007 ISSUER: 71654V408 ISIN: SEDOL: VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 01 RATIFICATION OF THE SHARE PURCHASE & SALE AGREEMENT Management For For , DATED AUGUST 03 2007, SIGNED BETWEEN THE INDIRECT CONTROLLING SHAREHOLDERS OF SUZANO PETROQUIMICA S.A., AS THE SELLERS, AND PETROBRAS, AS THE BUYER, TOGETHER WITH THE RESPECTIVE PERTINENT DOCUMENTS; ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
- -------------------------------------------------------------------------------- BRITISH SKY BROADCASTING GROUP PLC BSY AGM MEETING DATE: 11/02/2007 ISSUER: G15632105 ISIN: GB0001411924 SEDOL: 0141192, B01DDD1, 5474837 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS FOR THE YE 30 Management For For JUN 2007, TOGETHER WITH THE REPORT OF THE DIRECTORS AND THE AUDITORS THEREON 2. DECLARE A FINAL DIVIDEND FOR THE YE 30 JUN 2007 Management For For 3. RE-APPOINT MR. JEREMY DARROCH AS A DIRECTOR Management For For 4. RE-APPOINT MR. ANDREW HIGGINSON AS A DIRECTOR Management For For 5. RE-APPOINT MS. GAIL REBUCK AS A DIRECTOR Management For For 6. RE-APPOINT LORD ROTHSCHILD AS A DIRECTOR Management For For 7. RE-APPOINT MR. DAVID F. DEVOE AS A DIRECTOR Management For For 8. RE-APPOINT MR. RUPERT MURDOCH AS A DIRECTOR Management For For 9. RE-APPOINT MR. ARTHUR SISKIND AS A DIRECTOR Management For For 10. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For AND AUTHORIZE THE DIRECTORS TO AGREE THEIR REMUNERATION 11. APPROVE THE REPORT ON DIRECTORS REMUNERATION Management For For FOR THE YE 30 JUN 2007 12. AUTHORIZE THE COMPANY AND ALL COMPANIES THAT Management For For ARE SUBSIDIARIES OF THE COMPANY AT THE TIME AT WHICH THIS RESOLUTION IS PASSED OR AT ANY TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT, IN ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES ACT 2006 THE 2006 ACT TO: A) MAKE POLITICAL DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTION CANDIDATES, AS DEFINED IN SECTIONS 363 AND 364 OF THE 2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL; B) MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES, AS DEFINED IN SECTIONS 363 AND 364 OF THE 2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL; AND C) INCUR POLITICAL EXPENDITURE, AS DEFINED IN SECTION 365 OF THE 2006 ACT, NOT EXCEEDING GBP 100,000 IN TOTAL; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2008 OR 31 DEC 2008; PROVIDED THAT THE AUTHORIZED SUM REFERRED TO IN PARAGRAPHS (A), (B) AND (C) ABOVE MAY BE COMPRISED OF ONE OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH, FOR THE PURPOSES OF CALCULATING THE SAID SUM, SHALL BE CONVERTED INTO POUNDS STERLING AT THE EXCHANGE RATE PUBLISHED IN THE LONDON EDITION OF THE FINANCIAL TIMES ON THE DAY WHICH THE RELEVANT DONATION IS MADE OR EXPENDITURE INCURRED OR THE 1ST BUSINESS DAY THEREAFTER
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 9 of 105 13. AUTHORIZE THE DIRECTORS, PURSUANT TO AN DIN ACCORDANCE Management For For WITH SECTION 80 OF THECOMPANIES ACT 1985 AS AMENDED THE 1985 ACT, TO ALLOT RELEVANT SECURITIES UP TO AN MAXIMUM NOMINAL AMOUNT OF GBP 289,000,000 33% OF THE NOMINAL ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY NEXT YEAR; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING Management For For OF RESOLUTION 13 AND PURSUANTTO SECTION 95 OF THE 1985 ACT, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE 1985 ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 13, 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; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 43,500,000 5% OF THE NOMINAL ISSUED SHARE CAPITAL OF THE COMPANY; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.15 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For For OF THE COMPANY, AS SPECIFIED, AS THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION, WITH EFFECT FROM THE CONCLUSION OF THE 2007 AGM
- -------------------------------------------------------------------------------- PERNOD-RICARD, PARIS RI.PA MIX MEETING DATE: 11/07/2007 ISSUER: F72027109 ISIN: FR0000120693 SEDOL: 4427100, 4682329, B043D05, B030Q53, B10S419, 4682318 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 30 JUN 2007, AS PRESENTED, EARNINGS FOR THE FYE: EUR 597,492,980.80 THE SHAREHOLDERS MEETING APPROVES THE REPORTS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE CONDITIONS FOR THE PREPARATION AND THE ORGANIZATION OF THE WORK OF THE BOARD, AND THE AUDITORS ON THE INTERNAL AUDIT PROCEDURES IN ACCOUNTING AND FINANCIAL MATTERS, THE SHAREHOLDERS MEETING APPROVES THE EXPENSES AND CHARGES THAT WERE NOT TAX-DEDUCTIBLE OF EUR 58,497.00 WITH A CORRESPONDING TAX OF EUR 20,142.00 O.2 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FYE: EUR 597,492,980.80 LEGAL RESERVE: EUR 9,319,934.58 TOTAL: EUR 588,173,046.22 PRIOR RETAINED EARNINGS : EUR 193,340,423.46 DISTRIBUTABLE INCOME: EUR 781,513,469.68 DIVIDENDS: EUR 276,221,935.08 :70 RETAINED EARNINGS: EUR 505,291,534.60 THE SHAREHOLDERS MEETING REMINDS THAT AN INTERIM DIVIDEND OF EUR 1.26 WAS ALREADY PAID ON 04 JUL 2007 THE REMAINING DIVIDEND OF EUR 1.26 WILL BE PAID ON 14 NOV 2007, AND WILL
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 10 of 105 ENTITLE NATURAL PERSONS TO THE 50 % ALLOWANCE 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 AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 2.52 FOR FY 2005 2006 EUR 3.22 FOR FY 2004 2005 EUR 1.96 FOR FY 2003 O.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.338-42 OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.6 APPOINT MR. NICOLE BOUTON AS A DIRECTOR FOR 4 Management For For YEAR PERIOD O.7 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 670,000.00 Management For For TO THE BOARD OF DIRECTORS E.21 AMEND ARTICLE 32 OF THE BYLAWS Management For For O.8 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10,961,187 SHARES, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 2,740,296,750.00 THIS AUTHORIZATION IS GIVEN FOR A 18-MONTH PERIOD THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 07 NOV 2006 IN ITS RESOLUTION 7 * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE E.9 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELLING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD THIS AUTHORIZATION IS GIVEN FOR A 24-MONTH PERIOD THE SURPLUS OF THE COST PRICE OF THE CANCELLED SHARES ON THEIR NOMINAL VALUE WILL BE IMPUTED ON THE POST ISSUANCE PREMIUM, OR TO ANY OVER AVAILABLE RESERVES, INCLUDED THE LEGAL RESERVES THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 07 NOV 2006 IN ITS RESOLUTION 8 E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 11 of 105 170,000,000.00, BY ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTIONS 11, 12, 13, 14, 16 AND 20, THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00, THIS AMOUNT SHALL NOT COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 15; AUTHORITY EXPIRES AT THE END OF 26-MONTH PERIOD; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION 18 AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 68,000,000.00, BY ISSUANCE, WITHOUT PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTIONS 12, 13, 14 AND 20 THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 4,000,000,000.00 THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 10 THIS AMOUNT SHALL NOT COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 15 THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION NUMBER 19 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.12 APPROVE THAT THE BOARD OF DIRECTOR MAY DECIDE Management For For TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHT OF SHAREHOLDERS, AT THE SAME PRICE AS THE INITIAL ISSUE, WITHIN 30 DAYS OF THE CLOSING OF THE SUBSCRIPTION PERIOD AND UP TO A MAXIMUM OF 15% OF THE INITIAL ISSUE, THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 10; THIS DELEGATION IS GRANTED FOR A 26-MONTH PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION 20 E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL, UP TO 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 11; THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION NUMBER 21 E.14 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE COMPANY Management For For S EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE COMPANY S SHARE CAPITAL, THIS ISSUANCE SHOULD NOT EXCEED 20% OF THE SHARE CAPITAL, IN CONSIDERATION FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY CONCERNING THE SHARES OF ANOTHER COMPANY; THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF BENEFICIARY THE AMOUNT OF THE CAPITAL INCREASE SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 11 THE SHAREHOLDERS MEETING, TO
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 12 of 105 TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION 22 E.15 AUTHORIZE THE BOARD OF DIRECTORS, ON ONE OR MORE Management For For OCCASIONS, IN FRANCE OR ABROAD, TO ISSUE DEBT SECURITIES GIVING THE RIGHT TO THE ALLOCATION OF WARRANTS THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00 THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTIONS 10 AND 11; THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION 23 E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 170,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS THIS AUTHORIZATION IS GIVEN FOR A 26-MONTH PERIOD THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 10 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION 24 E.17 APPROVE TO DIVIDE THE SHARES NOMINAL VALUE BY Management For For 2 AND TO EXCHANGE 1 FORMER SHARES OF EUR 3.10 NOMINAL VALUE AGAINST 2 NEW SHARES OF EUR 1.55 NOMINAL VALUE EACH CONSEQUENTLY, THE SHAREHOLDER S MEETING DECIDES THAT THE DIVISION OF THE NOMINAL WILL COME INTO EFFECT THE 15 JAN 2008 AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.18 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES THEY MAY NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL THIS AMOUNT SHALL NOT COUNT AGAINST THE OVERALL VALUE SET FORTH IN THE PREVIOUS RESOLUTION THE PRESENT DELEGATION IS GIVEN FOR A 38-MONTH PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 NOV 2005 IN ITS RESOLUTION NUMBER 25 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF BENEFICIARY E.19 AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For IN ONE OR MORE ISSUES, WITH THE ISSUANCE OF BOUND OF SHARES SUBSCRIPTION, BEFORE THE END OF THE PERIOD OF PUBLIC OFFER INITIATED BY THE COMPANY THE MAXIMUM GLOBAL AMOUNT OF ISSUANCE OF THE BOUND OF SHARES SHOULD NOT EXCEED EUR 145,000,000.00 THIS AUTHORIZATION IS GRANTED FOR A 18-MONTH PERIOD THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 07 NOV 2006 IN ITS RESOLUTION 10
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 13 of 105 E.20 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN THIS DELEGATION IS GIVEN FOR A 26-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 2% OF THE SHARE CAPITAL THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 11 THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 07 NOV 2006 IN ITS RESOLUTION NUMBER 11 THE SHAREHOLDERS MEETING, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.22 APPROVE TO GRANT FULL POWERS TO THE BEARER OF Management For For AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown IN ONE SPECIFIED CONDITION RESOLUTION 15 OMITTED IN RESOLUTION E.10. 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.
- -------------------------------------------------------------------------------- CHINA PETE & CHEM CORP SNPMF.PK EGM MEETING DATE: 11/15/2007 ISSUER: Y15010104 ISIN: CNE1000002Q2 SEDOL: B01XKR4, 7027756, 6291819 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- S.1.1 APPROVE THE ISSUANCE SIZE Management For For S.1.2 APPROVE THE ISSUANCE PRICE Management For For S.1.3 APPROVE THE ISSUANCE TARGET, METHOD OF ISSUANCE Management For For AND ARRANGEMENT OF SALE TO EXISTING SHAREHOLDERS S.1.4 APPROVE THE TERM OF THE BONDS Management For For S.1.5 APPROVE THE INTEREST RATE OF THE BONDS WITH WARRANTS Management For For S.1.6 APPROVE THE TERM AND METHOD OF REPAYMENT FOR Management For For PRINCIPAL AND INTEREST S.1.7 APPROVE THE TERM OF REDEMPTION Management For For S.1.8 APPROVE THE GUARANTEE Management For For S.1.9 APPROVE THE TERM OF THE WARRANTS Management For For S1.10 APPROVE THE CONVERSION PERIOD OF THE WARRANTS Management For For S1.11 APPROVE THE PROPORTION OF EXERCISE RIGHTS FOR Management For For THE WARRANTS S1.12 APPROVE THE EXERCISE PRICE OF THE WARRANTS Management For For S1.13 APPROVE THE ADJUSTMENT OF THE EXERCISE PRICE Management For For OF THE WARRANTS S1.14 APPROVE THE USE OF PROCEEDS FROM THE PROPOSED Management For For ISSUANCE S1.15 APPROVE THE VALIDITY OF THE RESOLUTION Management For For S1.16 AUTHORIZE THE BOARD OF DIRECTORS TO COMPLETE Management For For THE SPECIFIC MATTERS OF THE PROPOSED ISSUANCE 2. APPROVE THE FEASIBILITY OF THE PROJECTS TO BE Management For For INVESTED WITH THE PROCEEDS FROMTHE PROPOSED ISSUANCE 3. APPROVE THE DESCRIPTION PREPARED BY THE BOARD Management For For OF DIRECTORS ON THE USE OF PROCEEDS FROM THE PREVIOUS ISSUANCE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 14 of 105 - -------------------------------------------------------------------------------- WOOLWORTHS LTD WOW.AX AGM MEETING DATE: 11/16/2007 ISSUER: Q98418108 ISIN: AU000000WOW2 SEDOL: 5957327, 6981239, B02Q748 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND CONSIDER THE FINANCIAL REPORT OF Non-Voting *Management Position Unknown THE COMPANY AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE FYE 24 JUN 2007 2. ADOPT THE REMUNERATION REPORT WHICH FORMS PART Management For For OF THE DIRECTORS REPORT FORTHE FYE 24 JUN 2007 3.a RE-ELECT MS. DIANE JENNIFER GRADY AS A DIRECTOR, Management For For WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 10.3 OF THE COMPANY S CONSTITUTION 3.b ELECT MR. IAN JOHN MACFARLANE AS A DIRECTOR, Management For For IN ACCORDANCE WITH ARTICLE 10.7 OF THE COMPANY S CONSTITUTION 3.c ELECT MS. ALISON MARY WATKINS AS A DIRECTOR, Management For For IN ACCORDANCE WITH ARTICLE 10.7 OF THE COMPANY S CONSTITUTION 4. APPROVE THE WOOLWORTHS LONG TERM INCENTIVE PLAN Management For For PLAN AS SPECIFIED, FOR ALL PURPOSES INCLUDING THE ISSUE OF SECURITIES UNDER THE PLAN FOR THE PURPOSES OF AUSTRALIAN SECURITIES EXCHANGE LISTING RULE 7.2, EXCEPTION 9 5. APPROVE, IN ACCORDANCE WITH AUSTRALIAN SECURITIES Management For For EXCHANGE LISTING RULE 10.17AND THE COMPANY S CONSTITUTION, TO INCREASE THE AGGREGATE MAXIMUM AMOUNT OF REMUNERATION OF THE NON-EXECUTIVE DIRECTORS FROM AUD 1,250,000 PER ANNUM TO AUD 3,000,000 PER ANNUM s.6 APPROVE THAT THE CONSTITUTION OF THE COMPANY Management For For IS REPEALED AND A CONSTITUTION IN THE FORM TABLED AT THE MEETING IS ADOPTED AS THE CONSTITUTION OF THE COMPANY, WITH EFFECT FROM THE CLOSE OF THIS MEETING
- -------------------------------------------------------------------------------- PUBLISHING AND BROADCASTING LIMITED PBL PBL AGM MEETING DATE: 11/23/2007 ISSUER: Q7788C108 ISIN: AU000000PBL6 SEDOL: B02PBH6, 5636820, 6637082 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For For OF THE COMPANY AND ITS CONTROLLED ENTITIES, AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE FYE 30 JUN 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 15 of 105 2.1 RE-ELECT MR. JAMES PACKER AS A DIRECTOR, WHO Management For For RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION 2.2 RE-ELECT MR. CHRIS ANDERSON AS A DIRECTOR, WHO Management For For RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE COMPANY S CONSTITUTION 2.3 RE-ELECT MRS. ROWENA DANZIGER AS A DIRECTOR, Management For For WHO RETIRES BY ROTATION IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE COMPAN S CONSTITUTION 3. ADOPT THE REMUNERATION REPORT FOR THE YE 30 JUN Management For For 2007 S.4 APPROVE, FOR THE PURPOSES OF SECTION 260B(1) Management For For AND 260B(2) OF THE CORPORATIONS ACT, THE PROVISION BY THE COMPANY AND BY SUBSIDIARIES OF THE COMPANY OF FINANCIAL ASSISTANCE, AS SPECIFIED, TO ASSIST IN THE ACQUISITION OF PBL SHARES BY CROWN UNDER THE PBL SCHEME 5. APPROVE, FOR THE PURPOSES AS SPECIFIED, SUBJECT Management For For TO THE PASSING OF THE RESOLUTION, THE PBL SCHEME AT THE PBL SCHEME MEETING, THAT THE PBL SHAREHOLDERS APPROVE THE IMPLEMENTATION OF THE RECOMMENDED PROPOSAL, INCLUDING WITHOUT LIMITATION THE CAPITAL REDUCTION RESOLUTION, THE DEMERGER SCHEME AND THE DEMERGER 6. APPROVE, FOR THE PURPOSES OF LISTING RULE 10.14, Management For For TO ISSUE 1,150,000 PBL SHARES BY MR. ROWEN CRAIGIE UNDER AND IN ACCORDANCE WITH THE PBL EXECUTIVE SHARE PLAN AND ON THE TERMS AS SPECIFIED S.7 APPROVE, SUBJECT TO AND CONDITIONAL ON THE DEMERGER Management For For SCHEME COMING INTO EFFECTIN ACCORDANCE WITH SECTION 411(10) OF THE CORPORATIONS ACT, FOR THE PURPOSES OF SECTION 157(1) OF THE CORPORATIONS ACT AND FOR ALL OTHER PURPOSES, TO CHANGE THE NAME OF THE COMPANY TO CONSOLIDATED MEDIA HOLDINGS LIMITED WITH EFFECT FROM THE DEMERGER SCHEME EFFECTIVE DATE AND AMEND THE COMPANY S CONSTITUTION ACCORDINGLY 8. APPROVE, SUBJECT TO AND CONDITIONAL ON THE DEMERGER Management For For SCHEME EFFECTIVE DATE BEING ACHIEVED, AND FOR THE PURPOSES OF SECTION 256C(1) OF THE CORPORATIONS ACT: A) TO REDUCE THE CAPITAL OF THE COMPANY BY AUD 2,440 MILLION; B) TO DISTRIBUTE THE AMOUNT AS SPECIFIED, THE HOLDER OF ALL THE ORDINARY SHARES ISSUED IN THE CAPITAL OF THE COMPANY ON THE 2ND BUSINESS DAY AFTER THE PBL SCHEME RECORD DATE, NAMELY CROWN LIMITED, ON THE BASIS OF AN EQUAL AMOUNT FOR EACH SUCH PBL SHARE; AND (C) TO SATISFY THE COMPANY S OBLIGATIONS AS SPECIFIED BY APPLYING THE SUM OF AUD 2,440 MILLION IN SATISFACTION OF THE EQUIVALENT AMOUNT THAT WILL BE OWING BY CROWN LIMITED TO THE COMPANY AS A RESULT OF ENTERING INTO THE AGREEMENTS TO GIVE EFFECT TO THE REORGANIZATION
- -------------------------------------------------------------------------------- PUBLISHING AND BROADCASTING LIMITED PBL PBL CRT MEETING DATE: 11/23/2007 ISSUER: Q7788C108 ISIN: AU000000PBL6 SEDOL: B02PBH6, 5636820, 6637082 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A SCH MEETING. THANK Non-Voting *Management Position Unknown YOU. 1. APPROVE, PURSUANT TO, AND IN ACCORDANCE WITH, Management For For SECTION 411 OF THE CORPORATIONSACT, THE SCHEME OF ARRANGEMENT PROPOSED BETWEEN THE COMPANY AND THE HOLDERS OF ITS ORDINARY SHARES AS SPECIFIED WITH OR WITHOUT MODIFICATION AS APPROVED BY THE FEDERAL COURT OF AUSTRALIA
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 16 of 105 - -------------------------------------------------------------------------------- HARMONY GOLD MNG LTD HMY AGM MEETING DATE: 11/26/2007 ISSUER: S34320101 ISIN: ZAE000015228 SEDOL: B0CRH18, 0410568, 6410562, B01DJL1, 4410564, 7413021 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1.O.1 RECEIVE AND ADOPT THE CONSOLIDATED AUDITED ANNUAL Management For For FINANCIAL STATEMENTS OF THECOMPANY AND ITS SUBSIDIARIES FOR THE YE 30 JUN 2007 2.O.2 ELECT MR. G.P. BRIGGS AS A DIRECTOR OF THE COMPANY Management For For WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON THE DATE OF THIS AGM 3.O.3 ELECT MS. C. MARKUS AS A DIRECTOR OF THE COMPANY Management For For WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON THE DATE OF THIS AGM 4.O.4 ELECT MR. A.J. WILKENS AS A DIRECTOR OF THE COMPANY Management For For WHOSE PERIOD OF OFFICE TERMINATES, IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION, ON THE DATE OF THIS AGM 5.O.5 RE-ELECT MR. PT. MOTSEPE AS A DIRECTOR OF THE Management For For COMPANY, WHO RETIRES IN TERMS OF THE COMPANY S ARTICLES OF ASSOCIATION 6.O.6 RE-ELECT MR. J.A. CHISSANO AS A DIRECTOR OF THE Management For For COMPANY, WHO RETIRES IN TERMSOF THE COMPANY S ARTICLES OF ASSOCIATION 7.O.7 APPROVE TO INCREASE THE FEES PAYABLE TO NON-EXECUTIVE Management For For DIRECTORS BY BETWEEN 7%AND 8% 8.O.8 RE-APPOINT PRICEWATERHOUSECOOPERS INC. AS THE Management For For EXTERNAL AUDITORS OF THE COMPANY 9.O.9 AUTHORIZE THE DIRECTORS OF THE COMPANY AS A GENERAL Management For For AUTHORITY, TO ALLOT AND ISSUE, AFTER PROVIDING FOR THE REQUIREMENTS OF THE HARMONY 1994 SHARE OPTION SCHEME, THE HARMONY 2001 SHARE OPTION SCHEME, THE HARMONY 2003 SHARE OPTION SCHEME AND THE HARMONY 2006 SHARE OPTION SCHEME PLAN, UP TO 10% OF THE AUTHORIZED BUT UNISSUED ORDINARY SHARES OF ZAR 0.5 EACH IN THE SHARE CAPITAL OF THE COMPANY, BEING 80,027,837 ORDINARY SHARES OF ZAR 0.5 EACH AS AT 03 SEP 2007, AT SUCH TIME OR TIMES TO SUCH PERSON OR PERSONS, OR BODIES CORPORATE UPON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY FROM TIME TO TIME IN THEIR SOLE DISCRETION DETERMINE, SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT AND THE JSE LISTINGS REQUIREMENTS; AUTHORITY EXPIRES AT THE NEXT AGM OF THE COMPANY 10O10 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For For AND ISSUE EQUITY SECURITIES INCLUDING THE GRANT OR ISSUE OF OPTIONS OR CONVERTIBLE SECURITIES THAT ARE CONVERTIBLE INTO AN EXISTING CLASS OF EQUITY SECURITIES FOR CASH OR THE EXTINCTION OF A LIABILITY, OBLIGATION OR COMMITMENT, RESTRAINT(S), OR SETTLEMENT OF EXPENSES ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY FROM TIME TO TIME AT THEIR SOLE DISCRETION DEEM FIT, BUT SUBJECT TO THE SPECIFIED JSE LISTINGS REQUIREMENTS AND IN THE AGGREGATE IN ANY 1 FY MAY NOT EXCEED 10% OF THE COMPANY S RELEVANT NUMBER OF EQUITY SECURITIES IN ISSUE OF THAT CLASS FOR PURPOSES OF DETERMINING THE SECURITIES COMPRISING THE 10% IN ANY 1 YEAR
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 17 of 105 - -------------------------------------------------------------------------------- MARINE HARVEST ASA MHG.OL EGM MEETING DATE: 11/29/2007 ISSUER: R2326D105 ISIN: NO0003054108 SEDOL: 4153762, B1DN336, B28K3L7, 5285181, B02L486, B11XQM8 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED 1. OPENING OF THE MEETING BY THE CHAIRMAN OF THE Management For For BOARD, MR. SVEIN AASER- RECORD OF REPRESENTED SHAREHOLDERS 2. ELECT THE CHAIRPERSON OF THE MEETING AND A PERSON Management For For TO CO-SIGN THE MINUTES 3. APPROVE THE NOTICE AND THE AGENDA Management For For 4. APPROVE AN EXTRAORDINARY DIVIDEND Management For For 5. ELECT A NEW MEMBER TO THE COMPANY S NOMINATION Management For For COMMITTEE
- -------------------------------------------------------------------------------- WESTPAC BANKING CORP, SYDNEY NSW WBK AGM MEETING DATE: 12/13/2007 ISSUER: Q97417101 ISIN: AU000000WBC1 SEDOL: 6076146, 6957393, 6956527, 0957258, B01D654, 5412183 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE ANNUAL FINANCIAL REPORT, THE DIRECTORS Non-Voting *Management Position Unknown REPORT AND THE AUDITORS REPORT OF WESTPAC FOR THE YE 30 SEP 2007 2.a RE-ELECT MR. EDWARD TAD ALFRED EVANS AS A DIRECTOR Management For For OF WESTPAC BANKING CORPORATION, WHO RETIRES IN ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION 2.b RE-ELECT MR. GORDON MCKELLAR CAIRNS AS A DIRECTOR Management For For OF WESTPAC BANKING CORPORATION, WHO RETIRES IN ACCORDANCE WITH ARTICLES 9.2 AND 9.3 OF THE CONSTITUTION 3. APPROVE, FOR THE PURPOSE OF ASX LISTING RULE Management For For 10.14, TO GRANT THE RESTRICTED SHARES UNDER THE CHIEF EXECUTIVE OFFICER RESTRICTED SHARE PLAN AND GRANT OF PERFORMANCE SHARE RIGHTS AND PERFORMANCE OPTIONS UNDER THE CHIEF EXECUTIVE OFFICER PERFORMANCE PLAN TO THE FUTURE MANAGING DIRECTOR AND THE CHIEF EXECUTIVE OFFICER, MR. GAIL KELLY, AS SPECIFIED S.4 AMEND THE WESTPAC CONSTITUTION AS SPECIFIED Management For For 5. ADOPT THE ANNUAL REMUNERATION REPORT FOR THE Management For For YE 30 SEP 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 18 of 105 - -------------------------------------------------------------------------------- ORASCOM TELECOM S A E OTC.BE EGM MEETING DATE: 02/24/2008 ISSUER: 68554W205 ISIN: US68554W2052 SEDOL: 4007739, B0218M8, B012D49 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. 1. APPROVE TO REDUCE THE COMPANY S CAPITAL BY WRITING Management Take No Action OFF THE SHARES PURCHASED BY THE COMPANY, AND AMEND THE ARTICLES 6 AND 7 OF THE COMPANY S STATUTES WHICH WILL BE ENTAILED BY SUCH REDUCTION, PURSUANT TO ARTICLE 150 OF THE EXECUTIVE REGULATIONS OF LAW 159/1981
- -------------------------------------------------------------------------------- NOVARTIS AG, BASEL NVS AGM MEETING DATE: 02/26/2008 ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING SEDOL: B01DMY5, 7103065, B10S3M3, 7105083 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF ACTUAL RECORD DATE. ALSO PLEASE NOTE THAT THE NEW MEETING LEVEL CUT-OFF IS 14 FEB 2008. 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. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 19 of 105 - -------------------------------------------------------------------------------- NOVARTIS AG, BASEL NVS AGM MEETING DATE: 02/26/2008 ISSUER: H5820Q150 ISIN: CH0012005267 BLOCKING SEDOL: B01DMY5, 7103065, B10S3M3, 7105083 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING436581, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, INCLUDING THE REMUNERATION Management Take No Action REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2007 2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management Take No Action DIRECTORS AND THE EXECUTIVE COMMITTEE FROM LIABILITY FOR THEIR ACTIVITIES DURING THE BUSINESS YEAR 2007 3. APPROVE THE AVAILABLE EARNINGS AS PER BALANCE Management Take No Action SHEETS AS SPECIFIED AND A TOTALDIVIDEND PAYMENT OF CHF 3,929,967 IS EQUIVALENT TO A GROSS DIVIDEND OF CHF 1.60 PER REGISTERED SHARE OF CHF 0.50 NOMINAL VALUE ENTITLED TO DIVIDENDS; ASSUMING THAT THE BOARD OF DIRECTORS PROPOSAL FOR THE EARNINGS APPROPRIATION IS APPROVED, PAYMENT WILL BE MADE WITH EFFECT FROM 29 FEB 2008 4. APPROVE TO CANCEL 85,348,000 SHARES REPURCHASED Management Take No Action UNDER THE 4TH AND 5TH SHARE REPURCHASE PROGRAMS AND TO REDUCE THE SHARE CAPITAL ACCORDINGLY BY CHF 42,674,000 FROM CHF 1,364,485,500 TO CHF 1,321,811,500; AND AMEND ARTICLE 4 OF THE ARTICLES OF INCORPORATION AS SPECIFIED 6.1 AMEND ARTICLE 19 OF THE ARTICLES OF INCORPORATION Management Take No Action AS SPECIFIED 5. AUTHORIZE THE BOARD OF DIRECTORS TO LAUNCH A Management Take No Action 6TH SHARE REPURCHASE PROGRAM TO REPURCHASE SHARES UP TO A MAXIMUM AMOUNT OF CHF 10 BILLION VIA A 2ND TRADING LINE ON VIRT-X; THESE SHARES ARE TO BE CANCELLED AND ARE THUS NOT SUBJECT TO THE 10% THRESHOLD OF OWN SHARES WITH IN THE MEANING OF ARTICLE 659 OF THE SWISS CODE OF OBLIGATIONS; THE NECESSARY AMENDMENTS TO THE ARTICLES OF INCORPORATION REDUCTION OF SHARE CAPITAL SHALL BE SUBMITTED TO THE SHAREHOLDERS 6.2 AMEND ARTICLE 33 OF THE ARTICLES OF INCORPORATION Management Take No Action AS SPECIFIED 7.1.a RE-ELECT MR. PETER BURCKHARDT M.D. AS A DIRECTOR, Management Take No Action FOR A 1-YEAR TERM 7.1.b RE-ELECT MR. ULRICH LEHNER PH.D., AS A DIRECTOR, Management Take No Action FOR A 3-YEAR TERM
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 20 of 105 7.1.c RE-ELECT MR. ALEXANDER F.JETZER AS A DIRECTOR, Management Take No Action FOR A 3-YEAR TERM 7.1.d RE-ELECT MR. PIERRE LANDOLT AS A DIRECTOR, FOR Management Take No Action A 3-YEAR TERM 7.2 ELECT MR. ANN FUDGE AS A DIRECTOR, FOR A 3-YEAR Management Take No Action TERM 8. APPOINT PRICEWATERHOUSECOOPERS AG, AS THE AUDITORS Management Take No Action OF NOVARTIS AG AND THE GROUP AUDITORS, FOR A FURTHER YEAR
- -------------------------------------------------------------------------------- UBS AG UBS EGM MEETING DATE: 02/27/2008 ISSUER: H89231338 ISIN: CH0024899483 BLOCKING SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF 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. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS
- -------------------------------------------------------------------------------- UBS AG UBS EGM MEETING DATE: 02/27/2008 ISSUER: H89231338 ISIN: CH0024899483 BLOCKING SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING437075, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 21 of 105 1. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Take No Action APPROVE THE DISCLOSURE REQUEST AND PROPOSAL OF SPECIAL AUDIT 2. APPROVE THE STOCK DIVIDEND; CREATION OF APPROVED Management Take No Action CAPITAL AND GRANT AUTHORITY TO ARTICLE 4B OF THE STATUTES 3. APPROVE THE CAPITAL INCREASE Management Take No Action
- -------------------------------------------------------------------------------- UBS AG UBS EGM MEETING DATE: 02/27/2008 ISSUER: H89231338 ISIN: CH0024899483 BLOCKING SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 443208 DUE TO RECEIPT OF ADDITIONAL RESOLUTION. 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 *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING437075, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.A INFORMATION REQUEST Non-Voting *Management Position Unknown 1.B PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action PROPOSAL: APPROVE THE REQUEST FOR A SPECIAL AUDIT SONDERPRUFUNG BY ETHOS 2. APPROVE THE STOCK DIVIDEND; THE CREATION OF AUTHORIZED Management Take No Action CAPITAL; AND APPROVAL OF THE ARTICLES 4B OF THE ARTICLES OF ASSOCIATION 3.1 APPROVE THE MANDATORY CONVERTIBLE NOTES; THE Management Take No Action CREATION OF CONDITIONAL CAPITAL;AND APPROVAL OF ARTICLE 4A PARAGRAPH 3 OF THE ARTICLES OF ASSOCIATION 3.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Take No Action PROPOSAL: APPROVE THE ORDINARY CAPITAL INCREASE, WITH RIGHT OFFERING
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 22 of 105 - -------------------------------------------------------------------------------- ROCHE HLDG LTD RO.SW OGM MEETING DATE: 03/04/2008 ISSUER: H69293217 ISIN: CH0012032048 SEDOL: B114HX9, 7119158, B01DPV3, 7110388, 7618086 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU. * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown 1. APPROVAL OF THE ANNUAL REPORT INCLUDING THE REMUNERATION Non-Voting *Management Position Unknown REPORT, FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2007 2. RATIFICATION OF THE BOARD OF DIRECTORS ACTIONS Non-Voting *Management Position Unknown 3. VOTE ON THE APPROPRIATION OF AVAILABLE EARNINGS Non-Voting *Management Position Unknown 4. AMENDMENT OF THE ARTICLES OF INCORPORATION Non-Voting *Management Position Unknown 5.1 RE-ELECTION OF PROF. BRUNO GEHRIG TO THE BOARD, Non-Voting *Management Position Unknown AS PROVIDED BY THE ARTICLES OF INCORPORATION 5.2 RE-ELECTION OF MR. LODEWIJK J.R. DE VINK TO THE Non-Voting *Management Position Unknown BOARD, AS PROVIDED BY THE ARTICLES OF INCORPORATION 5.3 RE-ELECTION OF MR. WALTER FREY TO THE BOARD, Non-Voting *Management Position Unknown AS PROVIDED BY THE ARTICLES OF INCORPORATION 5.4 RE-ELECTION OF DR. ANDREAS OERI TO THE BOARD, Non-Voting *Management Position Unknown AS PROVIDED BY THE ARTICLES OF INCORPORATION 6. ELECTION OF THE STATUTORY AND THE GROUP AUDITORS Non-Voting *Management Position Unknown
- -------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 03/24/2008 ISSUER: 71654V408 ISIN: SEDOL: VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 03 SPLIT OF THE SHARES THAT REPRESENT THE CAPITAL Management For For STOCK. 2B APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For COMPANY TO EVALUATE AND APPROVE THE RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE UPB S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76. 2A APPROVAL OF THE INCORPORATION PROTOCOL AND JUSTIFICATION, Management For For DATED FEBRUARY 29, 2008, SIGNED BY PETROBRAS, AS THE SURVIVING COMPANY, AND BY UPB S.A., AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE PERTINENT DOCUMENTS, AND WITH UPB S.A. S INCORPORATION OPERATION APPROVAL. 1B APPROVAL OF THE APPOINTMENT OF A SPECIALIZED Management For For COMPANY TO EVALUATE AND APPROVE THE RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE PRAMOA PARTICIPACOES S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76. 1A APPROVAL OF THE INCORPORATION PROTOCOL AND JUSTIFICATION, Management For For DATED FEBRUARY 28, 2008, SIGNED BY PETROBRAS, AS THE SURVIVING COMPANY, AND BY PRAMOA PARTICIPACOES S.A., AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE PERTINENT DOCUMENTS, AND WITH PRAMOA PARTICIPACOES S.A. S INCORPORATION OPERATION APPROVAL.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 23 of 105 - -------------------------------------------------------------------------------- CANON INC. CAJ AGM MEETING DATE: 03/28/2008 ISSUER: J05124144 ISIN: JP3242800005 SEDOL: B021CR1, 5485271, B16MTZ4, 6172323 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1 APPROVE APPROPRIATION OF PROFITS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 2.8 APPOINT A DIRECTOR Management For For 2.9 APPOINT A DIRECTOR Management For For 2.10 APPOINT A DIRECTOR Management For For 2.11 APPOINT A DIRECTOR Management For For 2.12 APPOINT A DIRECTOR Management For For 2.13 APPOINT A DIRECTOR Management For For 2.14 APPOINT A DIRECTOR Management For For 2.15 APPOINT A DIRECTOR Management For For 2.16 APPOINT A DIRECTOR Management For For 2.17 APPOINT A DIRECTOR Management For For 2.18 APPOINT A DIRECTOR Management For For 2.19 APPOINT A DIRECTOR Management For For 2.20 APPOINT A DIRECTOR Management For For 2.21 APPOINT A DIRECTOR Management For For 2.22 APPOINT A DIRECTOR Management For For 2.23 APPOINT A DIRECTOR Management For For 2.24 APPOINT A DIRECTOR Management For For 2.25 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For DIRECTORS AND CORPORATEAUDITORS 5 APPROVE PAYMENT OF BONUSES TO DIRECTORS Management For For 6 ALLOW BOARD TO AUTHORIZE USE OF STOCK OPTIONS Other For For
- -------------------------------------------------------------------------------- STRAUMANN HOLDING AG, BASEL QS5 OGM MEETING DATE: 03/28/2008 ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING SEDOL: B0QZC80, 7156832, B038BG3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF ACTUAL RECORD DATE. PLEASE ALSO NOTE THAT THE NEW CUT-OFF DATE IS 22 FEB 2008. 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.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 24 of 105 - -------------------------------------------------------------------------------- STRAUMANN HOLDING AG, BASEL QS5 OGM MEETING DATE: 03/28/2008 ISSUER: H8300N119 ISIN: CH0012280076 BLOCKING SEDOL: B0QZC80, 7156832, B038BG3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING 436832, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. RECEIVE THE 2007 BUSINESS REPORT AND THE REPORTS Management Take No Action OF THE AUDITORS AND THE GROUP AUDITORS 2. APPROVE THE 2007 ANNUAL REPORT, 2007 ANNUAL FINANCIAL Management Take No Action STATEMENTS AND THE 2007 CONSOLIDATED FINANCIAL STATEMENTS 3. APPROVE THE APPROPRIATION OF THE AVAILABLE EARNINGS Management Take No Action 4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action 5.1 ELECT DR. H. C. RUDOLF MAAG AS A DIRECTOR FOR Management Take No Action A TERM OF 3 YEARS 5.2 ELECT DR. SEBASTIAN BURCHHARDT AS A DIRECTOR Management Take No Action FOR A TERM OF 3 YEARS 5.3 ELECT MR. JUERG MORANT AS A DIRECTOR FOR A TERM Management Take No Action OF 3 YEARS 6. APPOINT THE AUDITORS AND THE GROUP AUDITORS FOR Management Take No Action 2008 7.1 AMEND ARTICLE 2.1.2 OF THE ARTICLE OF ASSOCIATION Management Take No Action AS SPECIFIED 7.2 APPROVE TO EXTEND THE TRANSFERABILITY RESTRICTIONS Management Take No Action ON THE CONDITIONAL SHARE CAPITAL IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION THROUGH THE REPLACEMENT OF ARTICLE 2.3 OF THE ARTICLES OF ASSOCIATION * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown IN RECORD DATE. IF YOU HAVEALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 25 of 105 - -------------------------------------------------------------------------------- TOKAI CARBON CO.,LTD. TKCBF.PK AGM MEETING DATE: 03/28/2008 ISSUER: J85538106 ISIN: JP3560800009 SEDOL: 6894003, B05PNS8 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1 APPROVE APPROPRIATION OF PROFITS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 2.8 APPOINT A DIRECTOR Management For For 2.9 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 3.3 APPOINT A CORPORATE AUDITOR Management For For 3.4 APPOINT A CORPORATE AUDITOR Management For For 4 APPROVE ADOPTION OF ANTI-TAKEOVER DEFENSE MEASURES Management Against Against
- -------------------------------------------------------------------------------- WILLIAM DEMANT HOLDING WDH.F AGM MEETING DATE: 03/31/2008 ISSUER: K9898W129 ISIN: DK0010268440 SEDOL: B28N770, 5991819, B01XWB2, 5961544 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 1. ADOPT THE REPORT OF THE DIRECTORS ON THE COMPANY Management For For S ACTIVITIES DURING THE PAST FY 2. RECEIVE AND ADOPT THE AUDITED ANNUAL REPORT, Management For For INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS 3. APPROVE TO TRANSFER THE PROFIT OF DKK 884 MILLION Management For For TO THE COMPANY S RESERVES TO THE EFFECT THAT NO DIVIDEND WILL BE PAID 4. RE-ELECT MR. LARS NORBY JOHANSEN, MR. PETER FOSS, Management For For MR. MICHAEL PRAM RASMUSSEN AS THE DIRECTORS, UNDER THE ARTICLE 11.2 OF THE ARTICLES OF ASSOCIATION; ELECT MR. NIELS B. CHRISTIANSEN, VICE CEO OF DANFOSS A/S AS A NEW DIRECTOR 5. RE-ELECT DELOITTE STATSAUTORISERET REVISIONSAKTIESELSKAB Management For For AS THE AUDITOR 6.a APPROVE, PURSUANT TO SECTION 25 OF THE DANISH Management For For COMPANIES ACT, TO INSERT A PROVISION AS A NEW ARTICLE 5.4 INTO THE ARTICLES OF THE ASSOCIATION THAT THE COMPANY S REGISTER OF THE SHAREHOLDERS SHALL BE KEPT BY AKTIEBOG DENMARK A/S, KONGEVEJEN 118, DK-2840 HOLTE, DENMARK 7. ANY OTHER BUSINESS Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 26 of 105 6.b APPROVE TO REDUCE THE COMPANY S SHARE CAPITAL Management For For BY REDEMPTION OF THE COMPANY S HOLDING OF TREASURY SHARES OF NO LESS THAN THE NOMINAL SUM OF DKK 1,800,000 AND NO MORE THAN THE NOMINAL SUM OF DKK 2,500,000; THE COMPANY S TREASURY SHARES ARE ACQUIRED AS PART OF THE COMPANY S SHARE BUY BACK PROGRAMME; THE AMOUNT OF THE REDUCTION WILL BE PAID TO THE SHAREHOLDERS UNDER SECTION 44A(1)(2) OF THE DANISH COMPANIES ACT; THE GENERAL MEETING WILL BE INFORMED OF THE FINAL NOMINAL AMOUNT OF THE REDUCTION, THE AMOUNT TO BE PAID TO THE SHAREHOLDERS, AND THE AMOUNT EXCEEDING THE NOMINAL AMOUNT OF THE REDUCTION; THE SHARE BUY-BACK PROGRAMME WILL AS USUAL RUN UNTIL THE GENERAL MEETING; AT THE TIME OF THE PUBLICATION OF THE ANNUAL REPORT 2007 ON 06 MAR 2008, THE COMPANY HELD 1,819,520 TREASURY SHARES; AS A RESULT OF THE CAPITAL REDUCTION, AMEND ARTICLE 4.1 OF THE ARTICLES OF ASSOCIATION TO REFLECT THE SHARE CAPITAL AFTER THE REDUCTION 6.c AUTHORIZE THE BOARD OF DIRECTORS, UNTIL THE NEXT Management For For AGM TO ARRANGE FOR THE COMPANY TO BUY BACK SHARES OF A NOMINAL VALUE OF UP TO 10% OF THE SHARE CAPITAL; THE PURCHASE PRICE OF SUCH SHARES MAY NOT DIFFER BY MORE THAN 10% FROM THE PRICE QUOTED ON OMX NORDIC EXCHANGE COPENHAGEN AT THE TIME OF THE ACQUISITION 6.d AUTHORIZE THE CHAIRMAN OF THE GENERAL MEETING Management For For TO MAKE SUCH ADDITIONS, ALTERATIONS OR AMENDMENTS TO OR IN THE RESOLUTIONS PASSED BY THE GENERAL MEETING AND THE APPLICATION FOR REGISTRATION THEREOF TO THE DANISH COMMERCE AND COMPANIES AGENCY AS THE AGENCY MAY REQUIRE FOR REGISTRATION
- -------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS PBR ANNUAL MEETING DATE: 04/04/2008 ISSUER: 71654V408 ISIN: SEDOL: VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- O1 MANAGEMENT REPORT AND FINANCIAL STATEMENTS, TOGETHER Management For For WITH THE AUDIT COMMITTEE S REPORT FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2007. O2 2008 FISCAL YEAR CAPITAL BUDGET. Management For For O3 2007 FISCAL YEAR RESULT APPROPRIATION. Management For For O4 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Management For For O5 ELECTION OF THE PRESIDENT OF THE BOARD OF DIRECTORS. Management For For O6 ELECTION OF THE MEMBERS OF THE AUDIT COMMITTEE Management For For AND THEIR RESPECTIVE SUBSTITUTES. O7 DETERMINATION OF THE MANAGERS WAGES, INCLUDING Management For For THEIR PROFIT PARTICIPATION, PURSUANT TO ARTICLES 41 AND 56 OF THE ARTICLES OF INCORPORATION, AS WELL AS THAT OF THE FULL MEMBERS OF THE AUDIT COMMITTEE. E1 CAPITAL STOCK INCREASE VIA THE INCORPORATION Management For For OF PART OF THE CAPITAL RESERVES AND OF PROFIT RESERVES, FOR A TOTAL OF R$26,323 MILLION, INCREASING THE CAPITAL STOCK FROM R$52,644 MILLION TO R$78,967 MILLION, WITHOUT CHANGING THE NUMBER OF ORDINARY AND PREFERRED SHARES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 27 of 105 - -------------------------------------------------------------------------------- NESTLE SA, CHAM UND VEVEY NSRGF.PK OGM MEETING DATE: 04/10/2008 ISSUER: H57312466 ISIN: CH0012056047 BLOCKING SEDOL: B0ZGHZ6, 3056044, 7125274, B01F348, 7123870, 7126578 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF 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.
- -------------------------------------------------------------------------------- NESTLE SA, CHAM UND VEVEY NSRGF.PK AGM MEETING DATE: 04/10/2008 ISSUER: H57312466 ISIN: CH0012056047 SEDOL: B0ZGHZ6, 3056044, 7125274, B01F348, 7123870, 7126578 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING438827, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, ANNUAL FINANCIAL STATEMENTS Management Take No Action OF NESTLE S.A., AND CONSOLIDATED FINANCIAL STATEMENTS OF NESTLE GROUP 2007, REPORT OF THE AUDITORS 2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS AND Management Take No Action THE MANAGEMENT 3. APPROVE THE APPROPRIATION OF PROFITS RESULTING Management Take No Action FROM THE BALANCE SHEET OF NESTLE S.A. 4.1.1 ELECT MR. ANDREAS KOOPMANN TO THE BOARD OF DIRECTORS Management Take No Action FOR A TERM OF 3 YEARS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 28 of 105 4.1.2 ELECT MR. ROLF HAENGGI TO THE BOARD OF DIRECTORS Management Take No Action FOR A TERM OF 3 YEARS 4.2.1 ELECT MR. PAUL BULCKE TO THE BOARD OF DIRECTORS Management Take No Action FOR A TERM OF 3 YEARS 4.2.2 ELECT MR. BEAT W. HESS TO THE BOARD OF DIRECTORS Management Take No Action FOR A TERM OF 3 YEARS 4.3 RE-ELECT KPMG SA AS THE AUDITORS FOR A TERM OF Management Take No Action 1 YEAR 5.1 APPROVE CHF 10.1 MILLION REDUCTION IN SHARE CAPITAL Management Take No Action VIA CANCELLATION OF 10.1 MILLION 5.2 APPROVE 1:10 STOCK SPLIT Management Take No Action 5.3 AMEND THE ARTICLE 5 AND 5 BIS PARAGRAPH 1 OF Management Take No Action THE ARTICLES OF ASSOCIATION 6. APPROVE THE COMPLETE REVISION OF THE ARTICLES Management Take No Action OF ASSOCIATION
- -------------------------------------------------------------------------------- CADBURY SCHWEPPES PLC CBY AGM MEETING DATE: 04/11/2008 ISSUER: G17444152 ISIN: GB0006107006 SEDOL: B02S7G6, 5659883, 0610700, 6149703 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE THE AUDITED FINANCIAL STATEMENTS FOR Management For For THE YE 31 DEC 2007 AND RECEIVE THE REPORTS OF THE DIRECTORS AND THE AUDITORS 2. DECLARE THE RECOMMENDED FINAL DIVIDEND OF 10.5 Management For For PENCE PER ORDINARY SHARE PAYABLE ON 16 MAY 2008 TO HOLDERS OF ORDINARY SHARES REGISTERED AT THE CLOSE OF BUSINESS ON 01 MAY 2008 3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For For IN THE 2007 ANNUAL REPORT AND ACCOUNTS 4. RE-APPOINT MR. WOLFGANG BERNDT AS A DIRECTOR Management For For OF THE COMPANY, WHO RETIRES BY ROTATION 5. RE-APPOINT LORD PATTEN AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES BY ROTATION 6. RE-APPOINT MR. BOB STACK AS A DIRECTOR OF THE Management For For COMPANY, WHO RETIRES BY ROTATION 7. RE-APPOINT MR. GUY ELLIOTT AS A DIRECTOR OF THE Management For For COMPANY WHO WAS APPOINTED BY THE BOARD SINCE THE LAST AGM 8. RE-APPOINT MR. ELLEN MARRAM AS A DIRECTOR OF Management For For THE COMPANY WHO WAS APPOINTED BYTHE BOARD SINCE THE LAST AGM 10. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For OF THE AUDITORS 9. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 29 of 105 11. AUTHORIZE THE DIRECTORS, TO ALLOT RELEVANT SECURITIES Management For For SECTION 80 OF THE COMPANIES ACT 1985 UP TO A MAXIMUM AGGREGATE NOMINAL AMOUNT OF GBP 87,100,490; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.12 AUTHORIZE THE DIRECTORS, TO ALLOT EQUITY SECURITIES Management For For SECTION 94 OF THE COMPANIES ACT 1985, FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 11 WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE COMPANIES ACT 1985, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985 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 SHARES OR OTHER EQUITY SECURITIES EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY SHARES; AND II) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 13,197,043 5% OF THE ISSUED SHARE CAPITAL; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.13 AUTHORIZE THE COMPANY, PURSUANT TO AND IN ACCORDANCE Management For For WITH SECTION 166(1) OF THE COMPANIES ACT 1985, 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 MAXIMUM NUMBER OF SUCH ORDINARY SHARES IN THE COMPANY HAS A TOTAL NOMINAL VALUE OF GBP 26,394,087; 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 SUCH ORDINARY SHARE; III) THE MAXIMUM PRICE, EXCLUSIVE OF EXPENSES, WHICH MAY BE PAID FOR ANY SUCH ORDINARY SHARE IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES IN THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
- -------------------------------------------------------------------------------- CADBURY SCHWEPPES PLC CBY CRT MEETING DATE: 04/11/2008 ISSUER: G17444152 ISIN: GB0006107006 SEDOL: B02S7G6, 5659883, 0610700, 6149703 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE, WITH OR WITHOUT MODIFICATION, A SCHEME Management For For OF ARRANGEMENT THE SCHEMEPROPOSED TO BE MADE BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS AS DEFINED IN THE SCHEME
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 30 of 105 - -------------------------------------------------------------------------------- CADBURY SCHWEPPES PLC CBY OGM MEETING DATE: 04/11/2008 ISSUER: G17444152 ISIN: GB0006107006 SEDOL: B02S7G6, 5659883, 0610700, 6149703 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- S.1 APPROVE, THE PURPOSE OF GIVING EFFECT TO THE Management For For SCHEME OF ARRANGEMENT DATED 19 MAR 2008 IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT THE SCHEME PROPOSED TO BE MADE BETWEEN THE COMPANY AND THE SCHEME SHAREOWNERS AS SPECIFIED: I) TO REDUCE THE SHARE CAPITAL OF THE COMPANY BY CANCELLING AND EXTINGUISHING THE SCHEME SHARES AS SPECIFIED; II) FORTHWITH AND CONTINGENTLY UPON THE REDUCTION OF CAPITAL OF THIS RESOLUTION TAKING EFFECT: (A) TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY TO ITS FORMER AMOUNT BY THE CREATION OF SUCH NUMBER OF NEW CADBURY SCHWEPPES ORDINARY SHARES AS SHALL BE EQUAL TO THE AGGREGATE NOMINAL AMOUNT OF THE SCHEME SHARES CANCELLED TO THIS RESOLUTION; AND (B) THE COMPANY SHALL APPLY THE CREDIT ARISING IN ITS BOOKS OF ACCOUNT AS A RESULT OF SUCH REDUCTION OF CAPITAL IN PAYING UP IN FULL AT PAR THE NUMBER OF NEW CADBURY SCHWEPPES ORDINARY SHARES CREATED PURSUANT TO THIS RESOLUTION AND SHALL ALLOT AND ISSUE THE SAME, CREDITED AS FULLY PAID, TO CADBURY PLC AS SPECIFIED AND/OR ITS NOMINEE(S); AND AUTHORIZE THE DIRECTORS OF THE COMPANY, FORTHWITH AND CONTINGENTLY UPON THE REDUCTION OF CAPITAL TO THIS RESOLUTION TAKING EFFECT, FOR THE PURPOSES OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT AND ISSUE SUCH NEW CADBURY SCHWEPPES ORDINARY SHARES OF THIS RESOLUTION PROVIDED THAT (A) THE MAXIMUM AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH MAY BE ALLOTTED AND ISSUED HEREUNDER SHALL BE GBP 87,100,490; AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND THIS AUTHORITY SHALL BE WITHOUT PREJUDICE AND IN ADDITION TO ANY SUBSISTING AUTHORITY CONFERRED ON THE DIRECTORS OF THE COMPANY PURSUANT TO THE SAID SECTION 80; AND AUTHORIZE THE COMPANY, PRIOR TO THE REDUCTION OF CAPITAL REFEREED TO THIS RESOLUTION TAKING EFFECT, TO ISSUE AND ALLOT ONE NEW DEFERRED SHARE TO CADBURY PLC; AND AMEND, WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 4A AS SPECIFIED S.2 APPROVE, SUBJECT TO THE PASSING OF THE RESOLUTION Management For For 1 CONVENING THIS MEETING, THE DEMERGER OF AMERICAS BEVERAGES AS SPECIFIED, AND AUTHORIZE THE DIRECTORS OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS TO CARRY THE SAME INTO EFFECT WITH SUCH NON-MATERIAL AMENDMENTS AS THEY SHALL DEEM NECESSARY OR APPROPRIATE AND IN CONNECTION THEREWITH: AND TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS ON BEHALF OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AS THEY CONSIDER NECESSARY OR EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT TO THE DEMERGER; AND ENTRY INTO THE DEMERGER AGREEMENTS AS SPECIFIED AND TO CARRY THE SAME INTO EFFECT WITH ALL SUCH NON-MATERIAL AMENDMENTS AS THEY SHALL DEEM NECESSARY OR APPROPRIATE S.3 APPROVE THE PROPOSED REDUCTION OF CAPITAL OF Management For For CADBURY PLC APPROVEED AT A GENERAL MEETING BY A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF CADBURY PLC TO IMPLEMENT THE CADBURY PLC REDUCTION OF CAPITAL AS SPECIFIED 4. AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management For For TO AND CONDITIONAL UPON THE RESOLUTIONS 1 AND 2, OR A DULY AUTHORIZED COMMITTEE OF THE DIRECTORS TO MAKE SUCH AMENDMENTS TO THE CADBURY SCHWEPPES LONG TERM INCENTIVE PLAN 2004, THE CADBURY SCHWEPPES
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 31 of 105 BONUS SHARE RETENTION PLAN, THE CADBURY SCHWEPPES SHARE OPTION PLAN 2004, THE CADBURY SCHWEPPES (NEW ISSUE SHARE OPTION PLAN 2004 AND THE CADBURY SCHWEPPES INTERNATIONAL SHARE AWARD PLAN AS ARE NECESSARY OR DESIRABLE TO GIVE EFFECT TO THE PROPOSED TREATMENT OF THE PARTICIPANTS IN THOSE PLANS, AS SPECIFIED 5. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC OF THE CADBURY PLC 2008 SHARE OPTION PLAN, THE CADBURY PLC 2008 LONG TERM INCENTIVE PLAN, THE CADBURY PLC 2008 BONUS SHARE RETENTION PLAN AND THE CADBURY PLC 2008 INTERNATIONAL SHARE AWARD PLAN, THE PRINCIPAL TERMS, AS SPECIFIED 6. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For RESOLUTION 1, THE ESTABLISHMENT BY CADBURY PLC OF THE CADBURY PLC 2008 SAVINGS RELATED SHARE OPTION SCHEME, THE CADBURY PLC 2008 IRISH SAVINGS RELATED SHARE OPTION SCHEME, THE CADBURY PLC 2008 IRISH AVC SAVINGS RELATED SHARE OPTION SCHEME, THE CADBURY PLC 2008 INTERNATIONAL SAVINGS RELATED SHARE OPTION SCHEME, THE CADBURY PLC 2008 US EMPLOYEES SHARE OPTION PLAN, THE CADBURY PLC 2008 AMERICAS EMPLOYEES SHARE OPTION PLAN, THE CADBURY PLC 2008 ASIA PACIFIC EMPLOYEE SHARE ACQUISITION PLAN, THE CHOICES 2008 SHARE INCENTIVE PLAN AND THE CADBURY PLC 2008 IRISH EMPLOYEE SHARE SCHEME, THE PRINCIPAL TERMS, AS SPECIFIED 7. AUTHORIZE THE DIRECTORS OF CADBURY PLC, SUBJECT Management For For TO AND CONDITIONAL UPON THE RESOLUTION 1, TO ESTABLISH EMPLOYEE SHARE SCHEMES IN ADDITION TO THOSE MENTIONED IN THE RESOLUTIONS 5 AND 6 THE SCHEMES FOR THE BENEFIT OF THE OVERSEAS EMPLOYEES OF CADBURY PLC AND ITS SUBSIDIARIES PROVIDED THAT SUCH ADDITIONAL SCHEMES OPERATE WITHIN THE EQUITY DILUTION LIMITS APPLICABLE TO THE SCHEMES AND SAVE TO THE EXTENT NECESSARY OR DESIRABLE TO TAKE ACCOUNT OF OVERSEAS TAX, SECURITIES AND EXCHANGE CONTROL LAWS SUCH ADDITIONAL SCHEMES DO NOT CONFER UPON PARTICIPANTS BENEFITS WHICH ARE GREATER THAN THOSE WHICH COULD BE OBTAINED FROM THE SCHEMES AND THAT, ONCE SUCH ADDITIONAL SCHEMES HAVE BEEN ESTABLISHED, THEY MAY NOT BE AMENDED WITHOUT THE APPROVAL OF THE CADBURY PLC SHAREOWNERS IF SUCH APPROVAL WOULD BE REQUIRED TO AMEND THE CORRESPONDING PROVISIONS OF THE SCHEMES 8. APPROVE, SUBJECT TO AND CONDITIONAL UPON THE Management For For RESOLUTIONS 1 AND 5, THE PROPOSED INCREASE IN THE MAXIMUM VALUE OF AN ANNUAL AWARD UNDER THE CADBURY PLC 2008 LONG TERM INCENTIVE PLAN TO 300% OF BASIC PAY
- -------------------------------------------------------------------------------- ANGLO AMERICAN PLC, LONDON AAL.L AGM MEETING DATE: 04/15/2008 ISSUER: G03764134 ISIN: GB00B1XZS820 SEDOL: B1YW0Q4, B1XZS82, B1YWCG8, B1YYNZ0, B1YVRG0, B1YW0L9, B1Z91K5 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY Management For For AND THE GROUP AND THE REPORTSOF THE DIRECTORS AND AUDITORS FOR THE YE 31 DEC 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 32 of 105 2. DECLARE A FINAL DIVIDEND OF 86 US CENTS, PAYABLE Management For For ON 30 APR 2008 TO THOSE SHAREHOLDERS REGISTERED AT THE CLOSE OF BUSINESS ON 14 MAR 2008 3. ELECT SIR C. K. CHOW AS A DIRECTOR OF THE COMPANY Management For For 4. RE-ELECT MR. CHRIS FAY AS A DIRECTOR OF THE COMPANY Management For For 5. RE-ELECT SIR ROB MARGETTS AS A DIRECTOR OF THE Management For For COMPANY 6. RE-ELECT MR. RENE MEDORI AS A DIRECTOR OF THE Management For For COMPANY 7. RE-ELECT MR. KAREL VAN MIERTT AS A DIRECTOR OF Management For For THE COMPANY 8. RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS Management For For OF THE COMPANY FOR THE ENSUING YEAR 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For OF THE AUDITORS 10. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE YE 31 DEC 2007 AS SPECIFIED 11. APPROVE, TO RESOLVE THAT THE RULES OF THE ANGLO Management For For AMERICAN SHARESAVE OPTION PLAN THE SHARESAVE PLAN; AND AUTHORIZE THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE SHARESAVE PLAN AS THEY MAY CONSIDER NECESSARY TO OBTAIN THE RELEVANT TAX AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE FINANCIAL SERVICES AUTHORITY AND BEST PRACTICE AND TO ADOPT THE SHARESAVE PLAN AS SO MODIFIED AND DO ALL SUCH ACTS AND THINGS NECESSARY TO OPERATE THE SHARESAVE PLAN S.12 APPROVE, TO RESOLVE THAT THE RULES OF THE ANGLO Management For For AMERICAN DISCRETIONARY OPTIONPLAN THE DISCRETIONARY PLAN; AND AUTHORIZE THE DIRECTORS TO MAKE SUCH MODIFICATIONS TO THE DISCRETIONARY PLAN AS THEY MAY CONSIDER NECESSARY TO OBTAIN THE RELEVANT TAX AUTHORITIES OR TO TAKE ACCOUNT OF THE REQUIREMENTS OF THE FINANCIAL SERVICES AUTHORITY AND BEST PRACTICE AND TO ADOPT THE DISCRETIONARY PLAN AS SO MODIFIED AND DO ALL SUCH ACTS AND THINGS NECESSARY TO OPERATE THE DISCRETIONARY PLAN S.13 APPROVE, TO RESOLVE THAT THE SUBSCRIPTION FOR Management For For NEW SHARES AND THE ACQUISITION OF TREASURY SHARES PURSUANT TO THE TRUST DEED AND RULES OF THE ANGLO AMERICAN SHARE INCENTIVE PLAN THE SIP S.14 APPROVE TO RENEW THE AUTHORITY TO ALLOT RELEVANT Management For For SECURITIES CONFERRED ON THE DIRECTORS BY ARTICLE 9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION, UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 72.5 MILLION 131.95 MILLION ORDINARY SHARES; AUTHORITY EXPIRES AT THE AGM OF THE COMPANY IN 2009 S.15 APPROVE TO RENEW THE POWER, SUBJECT TO THE PASSING Management For For OF ORDINARY RESOLUTION 14,TO ALLOT EQUITY SECURITIES WHOLLY FOR CASH CONFERRED ON THE DIRECTORS BY ARTICLE 9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION, UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 36 MILLION 65.5 MILLION ORDINARY SHARES; AUTHORITY EXPIRES AT THE AGM OF THE COMPANY IN 2009 S.16 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For For 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 OF 198 MILLION ORDINARY SHARES OF 54 86/91 US CENTS EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 54 86/91 US CENTS IN THE EACH CAPITAL OF THE COMPANY AUTHOIRSED TO BE ACQUIRED IS 198 MILLION AND THE MAXIMUM PIRCE WHICH MAY BE PAID FOR AN ORDINARY SHARES OF 54 86/91 US CENTS; 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, ON WHICH SUCH ORDINARY SHARE IS CONTRACTED TO BE PURCHASED AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 33 of 105 THE BUY BACK AND STABILIZATION REGULATIONS 2003; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2009; 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.17 AMEND THE ARTICLES OF ASSOCIATION AS SPECIFIED Management For For WITH EFFECT FROM THE END OF THIS MEETING; AND ADOPT, WITH EFFECT FROM 0.01 A.M. ON 01 OCT 2008, OR ANY LATER DATE ON WHICH SECTION 175 OF THE COMPANIES ACT 2006 COMES INTO EFFECT, THE NEW ARTICLES A OF THE COMPANY, PURSUANT THIS RESOLUTION BE AMENDED; I) FOR THE PURPOSES OF SECTION 175 OF THE COMPANIES ACT 2006 SO THAT THE DIRECTORS BE GIVEN POWER IN THE ARTICLES OF ASSOCIATION OF THE COMPANY TO AUTHORIZE CERTAIN CONFLICTS OF INTEREST DESCRIBED IN THAT SECTION; AND II) BY THE DELETION OF ARTICLES 94, 95 AND 96 IN THEIR ENTIRELY AND BY THE INSERTION IN THEIR PLACE OF NEW ARTICLES 94, 94A, 95, 95A AND 96 SUCH AMENDMENTS AS SPECIFIED AND ALL NECESSARY AND CONSEQUENTIAL NUMBERING AMENDMENTS BE MADE TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
- -------------------------------------------------------------------------------- MEDIASET SPA, COLOGNO MONZESE MS.MI EGM MEETING DATE: 04/15/2008 ISSUER: T6688Q107 ISIN: IT0001063210 BLOCKING SEDOL: B020D31, 5077946, B10QPS7, 5474774 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting *Management Position Unknown YOU. * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown REACH QUORUM, THERE WILL BE A SECOND CALL ON 16 APR 2008. 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 CANCELLED. THANK YOU. O.1.1 APPROVE THE FINANCIAL STATEMENTS AT 31 DEC 2007 Management Take No Action AND THE BOARD OF DIRECTORS MANAGEMENT REPORT O.1.2 RECEIVE THE REPORTS OF THE INDEPENDENT AUDITORS Management Take No Action AND THE SUPERVISORY BOARD TO THE GENERAL MEETING O.1.3 APPROVE THE ALLOCATION OF OPERATING PROFIT; PERTINENT Management Take No Action RESOLUTIONS O.2 RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS Management Take No Action AT 31 DEC 2007 AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE INDEPENDENT AUDITORS O.3.1 APPOINT THE MEMBERS OF THE SUPERVISORY BOARD Management Take No Action O.3.2 APPROVE TO ESTABLISH THE ANNUAL EMOLUMENT OF Management Take No Action THE SUPERVISORY BOARD O.4 APPROVE THE ENGAGEMENT TO AUDIT THE FINANCIAL Management Take No Action STATEMENTS AND THE CONSOLIDATEDFINANCIAL STATEMENTS AND LIMITED AUDITING OF THE INTERIM REPORT FOR THE YEAR 2008/2016
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 34 of 105 O.5 AUTHORIZE THE BOARD OF DIRECTORS TO PURCHASE Management Take No Action AND SELL THE COMPANY S OWN SHARES, ALSO FOR THE PURPOSES OF STOCK OPTION PLANS; PERTINENT RESOLUTIONS E.6 AMEND THE ARTICLES OF THE COMPANY BYLAWS: ARTICLE Management Take No Action 10: GENERAL MEETING, 17, 23, 24: BOARD OF DIRECTORS, 27: SUPERVISORY BOARD, AND FORMAL AMENDMENTS TO ARTICLES 8 AND 19
- -------------------------------------------------------------------------------- AXA ASIA PACIFIC HOLDINGS LTD AXA.AX AGM MEETING DATE: 04/16/2008 ISSUER: Q12354108 ISIN: AU000000AXA5 SEDOL: B1HKJF7, 6627179, B05PH08, 6617794 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. TO CONSIDER THE FINANCIAL REPORT, DIRECTOR S Non-Voting *Management Position Unknown REPORT AND THE AUDITOR S REPORT FOR THE YE 31 DEC 2007 2.A RE-ELECT MR. RICK ALLERT AS A DIRECTOR, WHO RETIRES Management For For BY ROTATION 2.B RE-ELECT MR. MICHAEL BUTLER AS A DIRECTOR, WHO Management For For RETIRES BY ROTATION 2.C ELECT MR. JOHN DACEY AS A DIRECTOR, WHO RETIRES Management For For BY ROTATION 2.D ELECT MR. PAUL SAMPSON AS A DIRECTOR, WHO RETIRES Management For For BY ROTATION 3. APPROVE AND ADOPT THE REMUNERATION REPORT FOR Management For For THE YE 31 DEC 2007 4. APPROVE THE GRANT TO MR. ANDREW PENN GROUP CHIEF Management For For EXECUTIVE OF UP TO 575,000ALLOCATION RIGHTS AND OF UP TO 70,000 PERFORMANCE RIGHTS, SUCH PARTICIPATION TO BE IN ACCORDANCE WITH THE TERMS OF THE AXA APH EXECUTIVE PERFORMANCE PLAN EXECUTIVE PERFORMANCE PLAN
- -------------------------------------------------------------------------------- BP PLC, LONDON BP AGM MEETING DATE: 04/17/2008 ISSUER: G12793108 ISIN: GB0007980591 SEDOL: 0798059, 5790265, 7110786, B02S6Z8, 5789401, 6167493 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE DIRECTOR S ANNUAL REPORT AND ACCOUNTS Management For For 2. APPROVE THE DIRECTORS REMUNERATION REPORT Management For For 3. RE-ELECT MR. A BURGMANS AS A DIRECTOR Management For For 4. RE-ELECT MRS. C.B. CARROLL AS A DIRECTOR Management For For 5. RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR Management For For 6. RE-ELECT MR. I.C. CONN AS A DIRECTOR Management For For 7. RE-ELECT MR. G. DAVID AS A DIRECTOR Management For For 8. RE-ELECT MR. E.B. DAVIS, JR. AS A DIRECTOR Management For For 9. RE-ELECT MR. D.J. FLINT AS A DIRECTOR Management For For 10. RE-ELECT DR. B.E. GROTE AS A DIRECTOR Management For For 11. RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR Management For For 12. RE-ELECT MR. A.G. INGLIS AS A DIRECTOR Management For For 13. RE-ELECT DR. D.S. JULIUS AS A DIRECTOR Management For For 14. RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR Management For For 15. RE-ELECT SIR IAN PROSER AS A DIRECTOR Management For For
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 35 of 105 16. RE-ELECT MR. P.D. SUTHERLAND AS A DIRECTOR Management For For S.18 ADOPT NEW ARTICLES OF ASSOCIATION Management For For 17. RE-APPOINT ERNST AND YOUNG LLP AS THE AUDITORS Management For For AND AUTHORIZE THE BOARD TO FIXTHEIR REMUNERATION S.19 APPROVE TO GIVE LIMITED AUTHORITY FOR THE PURCHASE Management For For OF ITS OWN SHARES BY THE COMPANY 20. APPROVE TO GIVE LIMITED AUTHORITY TO ALLOT SHARES Management For For UP TO A SPECIFIED AMOUNT S.21 APPROVE TO GIVE AUTHORITY TO ALLOT A LIMITED Management For For NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS
- -------------------------------------------------------------------------------- RIO TINTO PLC, LONDON RTP AGM MEETING DATE: 04/17/2008 ISSUER: G75754104 ISIN: GB0007188757 SEDOL: 4718699, 6720595, 0718875, 5725676, B02T7C5, B0CRGK0 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown S DUAL LISTED COMPANIES STRUCTURE, AS JOINT DECISION MATTERS, RESOLUTIONS 1 TO 10 WILL BE VOTED ON BY RIO TINTO PLC AND RIO TINTO LIMITED SHAREHOLDERS AS A JOINT ELECTORATE 1. RECEIVE THE COMPANY S FINANCIAL STATEMENTS AND Management For For THE REPORT OF THE DIRECTORS AND THE AUDITORS FOR THE YE 31 DEC 2007 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For DEC 2006 AS SPECIFIED 3. ELECT MR. RICHARD EVANS AS A DIRECTOR Management For For 4. ELECT MR. YVES FORTIER AS A DIRECTOR Management For For 5. ELECT MR. PAUL TELLIER AS A DIRECTOR Management For For 6. RE-ELECT MR. THOMAS ALBANESE AS A DIRECTOR Management For For 7. RE-ELECT MR. VIVIENNE COX AS A DIRECTOR Management For For 8. RE-ELECT MR. RICHARD GOODMANSON AS A DIRECTOR Management For For 9. RE-ELECT MR. PAUL SKINNER AS A DIRECTOR Management For For 10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION * PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown S DUAL LISTED COMPANIES STRUCTURE, RESOLUTIONS 11 TO 15 WILL BE VOTED ON BY RIO TINTO PLC SHAREHOLDERS ONLY 11. AUTHORIZE THE COMPANY IN ACCORDANCE WITH THE Management For For PROVISIONS OF THE COMPANIES ACT 2006 TO SEND, CONVEY OR SUPPLY ALL TYPES OF NOTICES, DOCUMENTS OR INFORMATION TO THE SHAREHOLDERS BY MEANS OF ELECTRONIC EQUIPMENT FOR THE PROCESSING (INCLUDING DIGITAL COMPRESSION), STORAGE AND TRANSMISSION OF DATA, EMPLOYING WIRES, RADIO OPTICAL TECHNOLOGIES, OR ANY OTHER ELECTROMAGNETIC MEANS, INCLUDING BY MAKING SUCH NOTICES, DOCUMENTS OF INFORMATION AVAILABLE ON A WEBSITE 12. APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For 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 LATER OF 16 APR 2009 AND THE DATE OF AGM IS 2009, BEING NO LATER THAN 30 JUN 2009, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 35,571,000
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 36 of 105 S.13 APPROVE THAT THE AUTHORITY AND POWER CONFERRED Management For For ON THE DIRECTORS IN RELATION TO RIGHTS ISSUES AND IN RELATION TO THE SECTION 89 AMOUNT BY PARAGRAPH (B) OF ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE LATER OF 16 APR 2009 AND THE DATE OF AGM IN 2009, BEING NO LATER THAN 30 JUN 2009, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT SHALL BE GBP 6,788,000 S.14 AUTHORIZE THE COMPANY RIO TINTO PLC, RIO TINTO Management For For LIMITED AND ANY SUBSIDIARIES OF RIO TINTO LIMITED, TO PURCHASE ORDINARY SHARES OF 10P EACH ISSUED BY RIO TINTO PLC RTP ORDINARY SHARES, SUCH PURCHASES TO BE MADE IN THE CASE OF RIO TINTO PLC BY WAY OF MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF UP TO 99,770,000 RTP ORDINARY SHARES 10% OF THE ISSUED, PUBLICLY HELD, ORDINARY SHARE CAPITAL OF THE COMPANY AS AT 22 FEB 2008 AT A MINIMUM PRICE OF 10P AND THE MAXIMUM PRICE PAYABLE FOR EACH SUCH RTP ORDINARY SHARES SHALL BE NOT MORE THAN 5% ABOVE THE AVERAGE OF MIDDLE MARKET QUOTATIONS FOR RTP ORDINARY SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY EXPIRES ON 16 APR 2009 AND THE DATE OF THE AGM IN 2009; AND UNLESS SUCH AUTHORITY IS RENEWED PRIOR TO THAT TIME EXCEPT IN RELATION TO THE PURCHASE OF RTP ORDINARY SHARES, THE CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY OF PARTLY AFTER SUCH EXPIRY; AND AUTHORIZE RIO TINTO PLC FOR THE PURPOSES OF SECTION 164 OF THE COMPANIES ACT 1985 TO PURCHASE OFF-MARKET FROM RIO TINTO LIMITED AND ANY OF ITS SUBSIDIARIES ANY RTP ORDINARY SHARES ACQUIRED UNDER THE AUTHORITY AS SPECIFIED PURSUANT TO ONE OR MORE CONTRACTS BETWEEN RIO TINTO PLC AND RIO TINTTO LIMITED ON THE TERMS OF THE FORM OF THE CONTRACT AS SPECIFIED AND PROVIDED THAT: THE MAXIMUM NUMBER OF RTP ORDINARY SHARES TO BE PURCHASED PURSUANT TO CONTRACTS SHALL BE 99,770,000 RTP ORDINARY SHARES; AND THE PURCHASE PRICE OF RTP ORDINARY SHARES PURSUANT TO A CONTRACT SHALL BE AGGREGATE PRICE EQUAL TO THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR RTP ORDINARY SHARES AS DERIVED FROM LONDON STOCK EXCHANGE DAILY OFFICIAL LIST DURING THE PERIOD OF 5 BUSINESS DAYS IMMEDIATELY PRICE PRIOR TO SUCH PURCHASE MULTIPLIED BY THE NUMBER OF RTP ORDINARY SHARES THE SUBJECT OF THE CONTRACT OR SUCH LOWER AGGREGATE PRICE AS MAY BE AGREED BETWEEN THE COMPANY AND RIO TINTO LIMITED BEING NOT LESS THAN 1 PENNY, AUTHORITY EXPIRES ON 30 JUN 2009 AND THE DATE OF THE AGM IN 2009 S.15 AMEND THE ARTICLES OF ASSOCIATION THE COMPANY Management For For WITH EFFECT FROM 1 OCT 2008, ORANY LATER DATE ON WHICH SECTION 175 OF THE COMPANIES ACT 2006 COMES INTO EFFECT BY DELETION OF ARTICLES 99, 100 AND 101 IN THEIR ENTIRELY AND BY INSERTING IN THEIR PLACE NEW ARTICLES 99, 99A, 100, 100A AND 101 IN ACCORDANCE WITH DOCUMENT PRODUCED TO THE MEETING (AND FOR THE PURPOSE OF IDENTIFICATION MARKED B AND INITIALED BY THE CHAIRMAN) IN ACCORDANCE WITH RIO TINTO S DUAL LISTED COMPANIES STRUCTURE, AS A CLASS RIGHTS ACTION, RESOLUTION 16 WILL BE VOTED BY RIO TINTO PLC LIMITED SHAREHOLDERS SEPARATELY * PLEASE NOTE THAT IN ACCORDANCE WITH RIO TINTO Non-Voting *Management Position Unknown S DUAL LISTED COMPANIES STRUCTURE, AS A CLASS RIGHTS ACTION, RESOLUTION 16 WILL BE VOTED ON BY RIO TINTO PLC AND RIO TINTO LIMITED SHAREHOLDERS SEPARATELY
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 37 of 105 S.16 AMEND THE ARTICLES OF ASSOCIATION THE COMPANY Management For For IN ACCORDANCE WITH ARTICLE 60(B)(I) OF THE COMPANY S ARTICLES OF ASSOCIATION BY DELETING IN ITS ENTIRELY ARTICLE 8A(B)(V) AND THE WORDS FOR THE PURPOSE OF THIS ARTICLE, THE PRESCRIBED PERCENTAGE SHALL BE 100% OR SUCH LOWER PERCENTAGE AS THE BOARD RESOLVES AT THE DATE OF ISSUE OF THE DLC DIVIDEND SHARE AND IMMEDIATELY THEREAFTER; B) THE CONSTITUTION OF RIO TINTO LIMITED BE AMENDED BY DELETING IN THEIR ENTIRETY RULE SA(A)(II)(E) AND RULE SA(B)
- -------------------------------------------------------------------------------- ORASCOM TELECOM S A E OTC.BE OGM MEETING DATE: 04/21/2008 ISSUER: 68554W205 ISIN: US68554W2052 SEDOL: 4007739, B0218M8, B012D49 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE AND RATIFY THE BOARD OF DIRECTORS REPORT Management Take No Action ON THE COMPANY S ACTIVITY DURING THE FYE 31 DEC 2007 2. APPROVE THE FINANCIAL STATEMENTS OF THE FYE 31 Management Take No Action DEC 2007, AND RATIFY THE GENERAL BALANCE SHEET AND THE PROFITS AND LOSS ACCOUNTS OF THE FYE 31 DEC 2007 3. RATIFY THE AUDITORS REPORT OF THE FYE 31 DEC 2007 Management Take No Action 4. APPROVE THE DISTRIBUTION OF PROFITS OF THE FYE Management Take No Action 31 DEC 2007 5. GRANT DISCHARGE TO THE CHAIRMAN AND THE BOARD Management Take No Action MEMBERS REGARDING THE FYE 31 DEC 2007 6. APPROVE THE SPECIFICATION OF THE BM S COMPENSATION Management Take No Action AND ALLOWANCES REGARDING THE FYE 31 DEC 2007 7. APPOINT THE COMPANY S AUDITOR DURING THE FYE Management Take No Action 31 DEC 2008, AND APPROVE TO DETERMINE HIS ANNUAL PROFESSIONAL FEES 8. AUTHORIZE THE BOARD OF DIRECTOR TO CONCLUDE SWAP Management Take No Action AGREEMENTS WITH SUBSIDIARIESAND AFFILIATES 9. AUTHORIZE THE BOARD OF DIRECTORS TO CONCLUDE Management Take No Action LOANS AND MORTGAGES AND TO ISSUESECURITIES FOR LENDERS REGARDING THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES 10. APPROVE THE DONATIONS MADE DURING THE FY 2007, Management Take No Action AND AUTHORIZE THE BOARD OF DIRECTORS TO MAKE DONATIONS DURING THE FY 2008 11. APPROVE THE AMENDMENTS INTRODUCED TO THE BOARD Management Take No Action OF DIRECTORS CONSTITUTION * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 38 of 105 - -------------------------------------------------------------------------------- SYNGENTA AG, BASEL SYT AGM MEETING DATE: 04/22/2008 ISSUER: H84140112 ISIN: CH0011037469 BLOCKING SEDOL: 4702186, B0334L4, B11JQC6, B038BJ6, 0133036, 4356646 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown IN RECORD DATE. IF YOU HAVEALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- -------------------------------------------------------------------------------- SYNGENTA AG, BASEL SYT AGM MEETING DATE: 04/22/2008 ISSUER: H84140112 ISIN: CH0011037469 BLOCKING SEDOL: 4702186, B0334L4, B11JQC6, B038BJ6, 0133036, 4356646 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown IN RECORD DATE. IF YOU HAVEALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING 440959, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1. APPROVE THE ANNUAL REPORT, INCLUDING THE ANNUAL Management Take No Action FINANCIAL STATEMENTS, THE COMPENSATION REPORT AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 39 of 105 2. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management Take No Action DIRECTORS AND THE EXECUTIVE COMMITTEE 3. APPROVE THE REDUCTION OF SHARE CAPITAL BY CANCELLATION Management Take No Action OF REPURCHASED SHARES 4. APPROVE THE APPROPRIATION OF THE BALANCE SHEET Management Take No Action PROFIT 2007 AND DIVIDEND DECISION 5. APPROVE A SHARE REPURCHASE PROGRAM Management Take No Action 6.A RE-ELECT MR. MARTIN TAYLOR TO THE BOARD OF DIRECTORS Management Take No Action 6.B RE-ELECT MR. PETER THOMPSON TO THE BOARD OF DIRECTORS Management Take No Action 6.C RE-ELECT MR. ROLF WATTER TO THE BOARD OF DIRECTORS Management Take No Action 6.D RE-ELECT MR. FELIX A. WEBER TO THE BOARD OF DIRECTORS Management Take No Action 6.E ELECT MR. MICHAEL MACK TO THE BOARD OF DIRECTORS Management Take No Action 7. RATIFY ERNST YOUNG AG AS THE AUDITORS FOR FISCAL Management Take No Action YEAR 2008
- -------------------------------------------------------------------------------- UBS AG UBS AGM MEETING DATE: 04/23/2008 ISSUER: H89231338 ISIN: CH0024899483 BLOCKING SEDOL: B17MV57, B18NGG5, B17MJS6, B17XGG6, B18YFJ4, B18XLJ3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF ACTUAL RECORD DATE OF 16 APR 2008. 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.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 40 of 105 - -------------------------------------------------------------------------------- ASSA ABLOY AB, STOCKHOLM ASSAB.ST OGM MEETING DATE: 04/24/2008 ISSUER: W0817X105 ISIN: SE0000255648 SEDOL: B02TNL6, 4009304, B049693, 5698789, B0YQ638 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown * PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown OPTION IN SWEDEN. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED 1. OPENING OF THE MEETING Management For For 2. ELECT MR. GUSTAF DOUGLAS AS THE CHAIRMAN THE MEETING Management For For 3. APPROVE THE VOTING LIST Management For For 4. APPROVE THE AGENDA Management For For 5. ELECT 2 PERSONS TO APPROVE THE MINUTES Management For For 6. APPROVE TO DETERMINE THE COMPLIANCE WITH THE Management For For RULES OF CONVOCATION 7. RECEIVE THE REPORT BY THE MANAGING DIRECTOR, Management For For MR. JOHAN MOLIN 9.A ADOPT THE STATEMENT OF INCOME AND THE BALANCE Management For For SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND THE CONSOLIDATED BALANCE SHEET 8. RECEIVE THE ANNUAL REPORT AND THE AUDITOR S REPORT Management For For AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE GROUP AUDITOR S REPORT; THE STATEMENT BY THE AUDITOR ON THE COMPLIANCE WITH THE GUIDELINES FOR REMUNERATION TO MANAGEMENT APPLICABLE SINCE THE LAST AGM; AND THE APPROPRIATION OF THE COMPANY S PROFIT AND THE MOTIVATED STATEMENT THEREON 9.B APPROVE THE APPROPRIATION OF THE COMPANY S PROFIT Management For For ACCORDING TO THE ADOPTED BALANCE SHEET; DECLARE A DIVIDEND OF SEK 3.60 PER SHARE 9.C APPROVE THE RECORD DATE FOR THE DIVIDEND 29 APR Management For For 2008, IF THE AGM RESOLVES IN ACCORDANCE WITH THE DIVIDEND IS EXPECTED TO BE DISTRIBUTED BY VPC AB ON MONDAY 05 MAY 2008 9.D GRANT DISCHARGE FROM LIABILITY OF THE BOARD OF Management For For DIRECTORS AND THE MANAGING DIRECTOR 10. APPROVE TO ESTABLISH THE NUMBER OF BOARD MEMBERS Management For For AT 9 11. APPROVE THE FEES TO THE BOARD OF DIRECTORS SHALL Management For For AMOUNT TO A TOTAL SEK 4,050,000 REMUNERATION FOR COMMITTEE WORK NOT INCLUDED) TO BE DISTRIBUTED AMONG THE MEMBERS AS FOLLOWS: SEK 900,000 TO THE CHAIRMAN, SEK 450,000 TO EACH OF THE BOARD MEMBERS WHO ARE NOT EMPLOYED BY THE COMPANY; AS CONSIDERATION FOR THE COMMITTEE WORK, THE CHAIRMAN OF THE AUDIT COMMITTEE SHALL RECEIVE SEK 200,000, THE CHAIRMAN OF THE REMUNERATION COMMITTEE RECEIVE SEK 100,000, MEMBERS OF THE AUDIT COMMITTEE EACH SEK 100,000 AND MEMBERS OF THE REMUNERATION COMMITTEE EACH SEK 50,000
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 41 of 105 12. ELECT MESSERS. BIRGITTA KLASEN, EVA LINDQVIST, Management For For JORMA HALONEN, LARS RENSTROM AND ULRIK SVENSSON AS THE BOARD MEMBERS, AND RE-ELECT MR. GUSTAF DOUGLAS AS CHAIRMAN OF THE BOARD 14. APPROVE THE GUIDELINES FOR REMUNERATION TO MANAGEMENT Management For For AS SPECIFIED 13. APPROVE THAT THE NOMINATION COMMITTEE SHALL HAVE Management For For 5 MEMBERS, WHO, UP TO AND INCLUDING THE AGM 2009, SHALL BE MESSRS. GUSTAF DOUGLAS INVESTMENT AB LATOUR AND SAKI, MIKAEL EKDAHL MELKER SCHORLING AB, STAFFAN GREFBACK ALECTA, MARIANNE NILSSON SWEDBANK ROBUR AND BJORN LIND SEB FONDER; MR. MIKAEL EKDAHL AS THE CHAIRMAN OF THE NOMINATION COMMITTEE; APPROVE TO ESTABLISH THE TASKS OF THE NOMINATION COMMITTEE AS SPECIFIED 15. CLOSING OF THE MEETING Management For For
- -------------------------------------------------------------------------------- ASTRAZENECA PLC AZN AGM MEETING DATE: 04/24/2008 ISSUER: G0593M107 ISIN: GB0009895292 SEDOL: 4983884, B01DCL2, 0989529, 5659902 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 5.4 ELECT MR. SIMON LOWTH AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.5 ELECT MR. JOHN PATTERSON CBE FRCP AS A DIRECTOR Management For For IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.6 ELECT MR. BO ANGELIN AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.7 ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.8 ELECT MR. JEAN PHILIPPE COURTOIS AS A DIRECTOR Management For For IN ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.9 ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.10 ELECT MR. MICHELE HOOPER AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.11 ELECT MR. DAME NANCY ROTHWELL AS A DIRECTOR IN Management For For ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE YE 31 DEC 2007 5.12 ELECT MR. JOHN VARLEY AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.13 ELECT MR. MARCUS WALLENBERG AS A DIRECTOR IN Management For For ACCORDANCE WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 42 of 105 7. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For For OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION RELATES TO: I)MAKE DONATIONS TO POLITICAL PARTIES; II) MAKE DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES; AND III) INCUR POLITICAL EXPENDITURE DURING THE PERIOD COMMENCING ON THE DATE OF THIS RESOLUTION AND ENDING ON THE DATE THE OF THE COMPANY S AGM, PROVIDED THAT IN EACH CASE ANY SUCH DONATION AND EXPENDITURE MADE BY THE COMPANY OR BY ANY SUCH SUBSIDIARY SHALL NOT EXCEED USD 250,000 PER COMPANY AND TOGETHER WITH THOSE MADE BY ANY SUBSIDIARY AND THE COMPANY SHALL NOT EXCEED IN AGGREGATE USD 250,000, AS SPECIFIED S.8 AMEND THE COMPANY S ARTICLES OF ASSOCIATION BY Management For For REPLACING GBP 1,100,000 IN LINE 3 OF THE ARTICLE 81 WITH GBP 1,750,000 AS SPECIFIED 9. APPROVE TO RENEW THE AUTHORITY AND POWER TO ALLOT Management For For NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION, FOR THE PERIOD COMMENCING ON THE DATE OF THE AGM AND ENDING THE DATE OF THE AGM OF THE COMPANY IN 2009 IF EARLIER, ON 30 JUN 2009 AND SUCH PERIOD SECTION 80 AMOUNT SHELL BE USD 121,417,688 S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For For BY ARTICLE 7.2 OF THE COMPANY S ARTICLES OF ASSOCIATION WITH THE SECTION 80 AMOUNT BEING USD 18,212,653; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2009 OR 30 JUN 2009 S.12 AMEND THE ARTICLES 87.1, 87.2, 87.3, 87.4, 87.5, Management For For 87.6 AND 87.7 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH SECTION 175 OF THE COMPANIES ACT 2006 IS BROUGHT INTO FORCE, AS SPECIFIED S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For For 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE COMPANIES ACT 1985 OF A MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED IS 145,701,226 10% OF THE COMPANY S SHARE CAPITAL IN ISSUE AS AT 31 JAN 2008 OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105% OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE COMPANY S ORDINARY SHARES AS 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 2009 OR 30 JUN 2009; 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 * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF AN ADDITIONAL COMMENT. 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. * PLEASE NOTE THAT THE MEETING IS HELD IN LONDON Non-Voting *Management Position Unknown AND SEB SWEDEN DOES NOT ARRANGE WITH A REPRESENTATIVE. NO TEMPORARY REGISTRATION IN THE COMPANY S SHARE BOOK IS NECESSARY FOR THIS MEETING. NO SERVICE IS PROVIDED BY SEB. FOR MORE INFORMATION PLEASE CONTACT THE COMPANY. THANK YOU. 1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For For OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31 DEC 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 43 of 105 2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For For OF USD 0.52 25.3 PENCE, 3.49 SEK PER ORDINARY SHARE AND CONFIRM THE FINAL DIVIDEND FOR 2007, THE SECOND INTERIM DIVIDEND OF USD 1.35 67.7 PENCE, 8.61 SEK PER ORDINARY SHARE 3. RE-APPOINT KPMG AUDIT PLC, LONDON AS THE AUDITOR Management For For 4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For For OF THE AUDITOR 5.1 ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.2 ELECT MR. HAKAN MOGREN KBE AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009 5.3 ELECT MR. DAVID BRENNAN AS A DIRECTOR IN ACCORDANCE Management For For WITH ARTICLE 65 OF THE COMPANY S ARTICLES OF ASSOCIATION, WHO WILL RETIRE AT THE AGM IN 2009
- -------------------------------------------------------------------------------- BOUYGUES, PARIS EN.PA MIX MEETING DATE: 04/24/2008 ISSUER: F11487125 ISIN: FR0000120503 SEDOL: B01JBX5, 2696612, 4067528, 7164028, B0Z6VY3, B043HB4, 4002121, 4115159 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS PRESENTED, EARNINGS FOR THE FY: EUR 750,574,450.93 O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING, NET PROFIT GROUP SHARE: EUR 1,376,000,000.00 O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: DISTRIBUTABLE INCOME: EUR 1,189,196,390.30, LEGAL RESERVE: EUR 314,065.90, DIVIDENDS: EUR: 17,375,128.90, ADDITIONAL DIVIDEND: EUR: 503,878,738.10, RETAINED EARNINGS: EUR 667,628,457.40; RECEIVE A NET DIVIDEND OF EUR 1.50 PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE PAID ON 30 APR 2008, 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, AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID WERE AS FOLLOWS: EUR 0.75 FOR FY 2004, EUR 0.90 FOR FY 2005, EXTRAORDINARY DISTRIBUTION OF EUR 2.52 IN JAN 2005, EUR 1.20 FOR FY 2006
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 44 of 105 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN O.5 APPOINT THE MR. PATRICIA BARBIZET AS A DIRECTOR Management For For FOR A 3 YEAR PERIOD O.6 APPOINT THE MR. HERVE LE BOUC AS A DIRECTOR FOR Management For For A 3 YEAR PERIOD O.7 APPOINT THE MR. NONCE PAOLINI AS A DIRECTOR FOR Management For For A 3 YEAR PERIOD O.8 APPOINT MR. HELMAN LE PAS DE SECHEVAL AS A DIRECTOR Management For For FOR A 3 YEAR PERIOD O.9 AUTHORIZE THE BOARD OF DIRECTORS, TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 80.00, MINIMUM SALE PRICE: EUR 30.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUY BACKS: EUR 1,500,000,000.00; DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,AUTHORITY EXPIRES IN THE END OF 18- MONTH PERIOD THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.10 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD, DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,AUTHORITY EXPIRES IN THE END OF 18 MONTH PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 28 APR 2005 IN ITS RESOLUTION 20 E.11 AUTHORIZE THE BOARD OF DIRECTORS IN 1 OR MORE Management For For TRANSACTIONS, TO BENEFICIARIES TO BE CHOSEN AMONG THE EMPLOYEES AND CORPORATE 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 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 10% OF THE SHARE CAPITAL, IN THIS LIMIT SHALL BE ALLOCATED THE FREE SHARES GRANTED IN RESOLUTION 24 OF THE GENERAL MEETING DATED 26 APR 2007 AND TO DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES OF THE OPTIONS, AND TO DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, APPROVE TO DELEGATE TO THE BOARD OF DIRECTORS ALL POWERS TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO 1-10TH OF THE NEW CAPITAL AFTER EACH INCREASE, AUTHORITY EXPIRES IN THE END OF 38- MONTH PERIOD THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 28 APR 2005 IN ITS RESOLUTION 20 E.12 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE OPTIONS Management For For GIVING THE RIGHT TO SUBSCRIBE TO THE SHARE CAPITAL DURING PERIODS OF A PUBLIC EXCHANGE OFFER CONCERNING THE SHARES OF THE COMPANY, THE MAXIMUM NOMINAL
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 45 of 105 AMOUNT PERTAINING THE CAPITAL INCREASE TO BE CARRIED OUT SHALL NOT EXCEED EUR 400,000,000.00, AND DELEGATE ALL POWERS T THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURE AND ACCOMPLISH ALL NECESSARY FORMALITIES, DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS, AUTHORITY EXPIRES IN THE END OF 18- MONTH PERIOD AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 26 APR 2007 IN ITS RESOLUTIONS 23 E.13 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS, Management For For THE SHAREHOLDERS MEETING DECIDES THAT THE VARIOUS DELEGATIONS GIVEN TO IT AT THE MEETING DATED 26 APR 2007 AND THE PRESENT MEETING SHALL BE USED IN WHOLE OR IN PART IN ACCORDANCE WITH THE LEGAL PROVISIONS IN FORCE, DURING PERIODS WHEN CASH OR STOCK TENDER OFFERS ARE IN EFFECT FOR THE COMPANY S SHARES FOR AN 18 MONTH PERIOD, STARTING FROM THE DATE OF THE PRESENT MEETING, THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 26 APR 2007 IN ITS RESOLUTION 22 E.14 GRANT AUTHORITY THE FULL POWERS TO THE BEARER Management For For OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW
- -------------------------------------------------------------------------------- SCHRODERS PLC, LONDON SDR.L AGM MEETING DATE: 04/24/2008 ISSUER: G7860B102 ISIN: GB0002405495 SEDOL: B1WDZ31, 0240549, B02T8M2 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. ADOPT THE DIRECTORS REPORT AND THE ACCOUNTS Management For For OF THE COMPANY FOR THE YE 31 DEC2007 2. DECLARE A FINAL DIVIDEND OF 21.0 PENCE PER SHARE Management For For ON THE ORDINARY SHARES AND ON THE NON-VOTING ORDINARY SHARES, PAYABLE ON 30 APR 2008 TO SHAREHOLDERS ON THE REGISTER ON 14 MAR 2008 3. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For DEC 2007 4. RE-ELECT MR. MICHAEL DOBSON AS A DIRECTOR OF Management For For THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE 87 5. RE-ELECT MR. JONATHAN ASQUITH AS A DIRECTOR OF Management For For THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE 87 6. RE-ELECT MR. MASSIMO TOSATO AS A DIRECTOR OF Management For For THE COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE 87 7. RE-ELECT MR. ANDREW BEESON AS A DIRECTOR OF THE Management For For COMPANY, WHO RETIRES IN ACCORDANCE WITH ARTICLE 87 8. RE-ELECT SIR PETER JOB AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES IN ACCORDANCE WITH ARTICLE 87 9. RE-ELECT MR. GEORGE MALLINCKRODT AS A DIRECTOR Management For For OF THE COMPANY, WHO RETIRES HAVING SERVED MORE THAN 9 YEARS AS A DIRECTOR
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 46 of 105 10. RE-ELECT MR. BRUNO SCHRODER AS A DIRECTOR OF Management For For THE COMPANY, WHO RETIRES HAVING SERVED MORE THAN 9 YEARS AS A DIRECTOR 11. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For AUDITORS OF THE COMPANY TO HOLD THE OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY IN ACCORDANCE WITH SECTION 241 OF THE COMPANIES ACT 1985 12. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For For OF THE PRICEWATERHOUSECOOPERSLLP AS THE AUDITORS OF THE COMPANY 13. AUTHORIZE THE DIRECTORS OF THE COMPANY, TO ALLOT Management For For RELEVANT SECURITIES SECTION80 OF THE COMPANIES ACT 1985 AS AMENDED UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 5,000,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 01 MAY 2009 ; AND THE DIRECTORS MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD 14. AUTHORIZE THE COMPANY, PURSUANT TO SECTION 366 Management For For OF THE COMPANIES ACT 2006 TO: A) MAKE POLITICAL DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 50,000 IN TOTAL; B) MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 50,000 IN TOTAL; AND C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000 IN TOTAL; PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEEDING GBP 50,000 DURING THE PERIOD BEGINNING WITH THE DATE OF THE PASSING OF THIS RESOLUTION AND ENDING ON 24 APR 2012 OR, IF SOONER, AT THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD IN 2012 FOR THE PURPOSE OF THIS RESOLUTION THE TERMS POLITICAL DONATION, INDEPENDENT ELECTION CANDIDATES, POLITICAL ORGANIZATIONS AND POLITICAL EXPENDITURE HAVE THE MEETINGS SET OUT IN SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006 15. AMEND THE SCHRODERS EQUITY COMPENSATION PLAN Management For For 2000 AND AUTHORIZE THE DIRECTORSTO DO ALL SUCH THINGS AS ARE NECESSARY TO CARRY THEM INTO EFFECT S.16 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For SECTION 163(3) OF THE COMPANIES ACT 1985 AS AMENDED OF NON-VOTING ORDINARY SHARES UP TO 14,650,000 OF GBP 1 EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF GBP 1 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 AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; AND 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.17 AMEND THE ARTICLES 7, 8, 57, 60, 65, 67, 75, Management For For 78, 79, 97, 108, 130, 134, 140, 142 AND 144; THE DELETION OF ARTICLES 3, 49, 50, 51, 53, 56, 72, 99 133 AND 143; AND ADOPT THE NEW ARTICLES 92, 93, 94, 95, 96 AND 140 TOGETHER WITH CONSEQUENTIAL RE-NUMBERING AND CROSS-REFERENCING AMENDMENTS HIGHLIGHTED IN THE REVISED PRINT OF THE ARTICLES OF ASSOCIATION
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 47 of 105 - -------------------------------------------------------------------------------- SYNTHES INC SYST.VX AGM MEETING DATE: 04/24/2008 ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING SEDOL: B014635, B017QZ6 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. APPROVE THE REPORT ON THE BUSINESS YEAR 2007 Management Take No Action 2. GUEST SPEAKER DR. GIANLUCA MAESTRETTI, FREIBURGER Management Take No Action SPITAL 3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action AND THE CONSOLIDATED ACCOUNTS FOR 2007 4. RECEIVE THE REPORT ON THE DIVIDEND APPROVED BY Management Take No Action THE BOARD OF DIRECTORS 5. ELECT THE BOARD OF DIRECTORS Management Take No Action 6. RATIFY OR SELECT ERNST UND YOUNG AS THE AUDITORS Management Take No Action FOR 2008 7. MISCELLANEOUS Non-Voting *Management Position Unknown
- -------------------------------------------------------------------------------- SYNTHES INC SYST.VX AGM MEETING DATE: 04/24/2008 ISSUER: 87162M409 ISIN: US87162M4096 BLOCKING SEDOL: B014635, B017QZ6 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 456487 DUE TO RECEIPT OF DIRECTORS NAMES AND CHANGE IN VOTING STATUS. 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 *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. REPORT ON THE BUSINESS YEAR 2007 Non-Voting *Management Position Unknown 2. GUEST SPEAKER DR. GIANLUCA MAESTRETTI, FREIBURGER Non-Voting *Management Position Unknown SPITAL 3. APPROVE THE REPORT ON THE FY, THE ANNUAL ACCOUNTS Management Take No Action AND THE CONSOLIDATED ACCOUNTS FOR 2007 4. RECEIVE THE REPORT ON THE DIVIDEND APPROVED BY Non-Voting *Management Position Unknown THE BOARD OF DIRECTORS 5.A RE-ELECT DR. ROLAND BROENIMANN TO THE BOARD OF Management Take No Action DIRECTORS 5.B RE-ELECT MR. ROBERT BLAND TO THE BOARD OF DIRECTORS Management Take No Action 5.C ELECT MR. AMY WYSS TO THE BOARD OF DIRECTORS Management Take No Action 6. RATIFY THE SELECTION OF ERNST + YOUNG AS THE Management Take No Action AUDITORS FOR 2008 7. MISCELLANEOUS Non-Voting *Management Position Unknown
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 48 of 105 - -------------------------------------------------------------------------------- VIVENDI VIV.VX AGM MEETING DATE: 04/24/2008 ISSUER: F97982106 ISIN: FR0000127771 SEDOL: B0CR3H6, B1G0HP4, 4834777, B0334V4, B11SBW8, 4841379, 4863470, 4859587 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE * PLEASE NOTE THAT THIS IS AN MIX MEETING. THANK Non-Voting *Management Position Unknown YOU. O.1 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For For AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED, SHOWING A PROFIT OF EUR 1,504,370,455.00 O.2 RECEIVE THE REPORTS OF THE EXECUTIVE COMMITTEE Management For For AND THE AUDITORS, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.225.88 OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY O.4 APPROVE THE RECOMMENDATIONS OF THE EXECUTIVE Management For For COMMITTEE AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY: EUR 1,504,370,455.00 RETAINED EARNINGS: EUR 2,200,000,000.00 BALANCE AVAILABLE FOR DISTRIBUTION: EUR 3,704,370,455.00 LEGAL RESERVE: EUR 4,240,216.00 DIVIDENDS: EUR 1,514,062,753.00 OTHER RESERVES: EUR 0.00 RETAINED EARNINGS: EUR 2,186,067,486.00 TOTAL: EUR 3,704,370,455.00 THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.30 PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE PAID ON 14 MAY 2008 O.5 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. JEAN-RENE Management For For FOURTOU AS A MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.6 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. CLAUDE Management For For BEBEAR AS A MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.7 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. GERARD Management For For BREMOND AS A MEMBER OF THESUPERVISORY BOARD FOR A 4-YEAR PERIOD
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 49 of 105 O.8 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. MEHDI Management For For DAZI AS A MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.9 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. HENRI Management For For LACHMANN AS A MEMBER OF THESUPERVISORY BOARD FOR A 4-YEAR PERIOD O.10 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. PIERRE Management For For RODOCANACHI AS A MEMBER OFTHE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.11 APPROVE TO RENEWS THE APPOINTMENT OF MR. M. KAREL Management For For VAN MIERT AS A MEMBER OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.12 APPOINT MR. M. JEAN-YVES CHARLIER AS A MEMBER Management For For OF THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.13 APPOINT MR. M. PHILIPPE DONNET AS A MEMBER OF Management For For THE SUPERVISORY BOARD FOR A 4-YEAR PERIOD O.14 APPROVE TO AWARD A TOTAL ANNUAL FEES OF EUR 1,500,000.00 Management For For TO THE SUPERVISORY BOARD O.15 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 40.00, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 3,490,000,000.00; AUTHORITY EXPIRES FOR 18-MONTH PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR 2007 IN ITS RESOLUTION NUMBER 6 E.16 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE TO Management For For REDUCE THE SHARE CAPITAL, ON 1 OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10% OF THE SHARE CAPITAL OVER A 26-MONTH PERIOD; AUTHORITY EXPIRES FOR 24-MONTH PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR 2007 IN ITS RESOLUTION NUMBER 11 E.17 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE, IN Management For For 1 OR MORE TRANSACTIONS, TO BENEFICIARIES TO BE CHOSEN BY IT, OPTIONS 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 PURCHASED BY THE COMPANY, IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL EXCEED 2.5% OF THE CAPITAL SHARE; AUTHORITY EXPIRES FOR 38-MONTH PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES, THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7 OF THE 19 APR 2007 SHAREHOLDERS MEETING; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD IN 28 APR 2005 IN ITS RESOLUTION NUMBER 12 E.18 GRANT AUTHORITY TO THE EXECUTIVE COMMITTEE, FOR Management For For FREE, ON 1 OR MORE OCCASIONS,EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 50 of 105 OFFICERS OF THE COMPANY AND RELATED COMPANIES; THEY MAY NOT REPRESENT MORE THAN 0.5% OF THE SHARE CAPITAL; AUTHORITY EXPIRES FOR 38-MONTH PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7 OF THE 19 APR 2007 SHAREHOLDERS MEETING; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE GENERAL MEETING HELD IN 28 APR 2005 IN ITS RESOLUTION NUMBER 13 E.19 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management For For THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES FOR 26-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 2.5% OF THE CAPITAL SHARE; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 7 OF THE GENERAL MEETING HELD IN 19 APR 2007; THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF MEMBERS OF A CORPORATE SAVINGS PLAN; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR 2007 IN ITS RESOLUTION NUMBER 10 E.20 AUTHORIZE THE EXECUTIVE COMMITTEE TO INCREASE Management For For THE SHARE CAPITAL, ON 1 OR MOREOCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE FOREIGNER SUBSIDIARY COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES FOR 18-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 2.5% OF THE CAPITAL SHARE; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 19 OF THE GENERAL MEETING HELD IN 19 APR 2007; THE SHAREHOLDERS MEETING DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF ANY PERSON CORRESPONDING TO THE SPECIFICATION GIVEN BY THE SHAREHOLDERS MEETING; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 19 APR 2007 IN ITS RESOLUTION NUMBER 19 E.21 GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For For A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW
- -------------------------------------------------------------------------------- BAYER AG, LEVERKUSEN BAY AGM MEETING DATE: 04/25/2008 ISSUER: D07112119 ISIN: DE0005752000 SEDOL: 5069459, 5069493, 5073450, 5073461, B033630, 0085308, 4084497, 4085304, 4085995, 4096588, 5069192, 4084583, 4085661, 4087117, 4106056, 5069211, 0070520, 5073472, 5074497, 5077894 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK YOU
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 51 of 105 * PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown MEETING IS 04 APR 2008, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU 1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT, AND RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT OF EUR 1,031,861,592 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.35 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE: 26 APR 2008 2. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For DIRECTORS 3. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For 4. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For For THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 24 OCT 2009; THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF T HE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN THE SCOPE OF THE COMPANY S STOCK OPTION PLANS, AND TO RETIRE THE SHARES 5. RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013, THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE IS-SUE OF BONDS TO HOLDERS OF OPTION OR CONVERSION RIGHTS, FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT S OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES, THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 I) 6. RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013. THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF BONDS TO HOLDERS OF OPTION AND CONVERSION RIGHTS, FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 52 of 105 AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 II) 7. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For For WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES FUENFTE BAYER VV GMBH, SECHSTE BAYER VV GMBH AND ERSTE BAYER VV AG AS THE TRANSFER-RING COMPANIES, EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS 8. APPOINTMENT OF THE AUDITORS FOR THE 2008 FY: Management For For PRICEWATERHOUSECOOPERS AG, ESSEN * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- -------------------------------------------------------------------------------- BAYER AG, LEVERKUSEN BAY AGM MEETING DATE: 04/25/2008 ISSUER: D07112119 ISIN: DE0005752000 SEDOL: 5069459, 5069493, 5073450, 5073461, B033630, 0085308, 4084497, 4085304, 4085995, 4096588, 5069192, 4084583, 4085661, 4087117, 4106056, 5069211, 0070520, 5073472, 5074497, 5077894 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 2. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For DIRECTORS 3. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For 4. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES Management For For THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO ACQUIRE SHARES OF THE COMPANY OF UP TO 10% OF ITS SHARE CAPITAL, AT A PRICE NOT DIFFERING MORE THAN 10% FROM THE MARKET PRICE OF THE SHARES, ON OR BEFORE 24 OCT 2009; THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS IF T HE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE, TO USE THE SHARES IN CONNECTION WITH MERGERS AND ACQUISITIONS OR WITHIN THE SCOPE OF THE COMPANY S STOCK OPTION PLANS, AND TO RETIRE THE SHARES 5.A RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013, THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE IS-SUE OF BONDS TO HOLDERS OF OPTION OR CONVERSION RIGHTS, FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHT S OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 53 of 105 5.B RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION I), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 I) 6.A RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER BONDS OR RIGHTS OF UP TO EUR 6,000,000,000 ON OR BEFORE 24 APR 2013. THE BONDS SHALL CONFER CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR RESIDUAL AMOUNTS, FOR THE ISSUE OF BONDS TO HOLDERS OF OPTION AND CONVERSION RIGHTS, FOR THE ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE SHARE CAPITAL AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE, AND FOR THE ISSUE PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS WITH DEBENTURE LIKE FEATURES 6.B RESOLUTION ON THE ISSUE OF CONVERTIBLE AND/OR Management For For WAR-RANT BONDS, PROFIT-SHARING RIGHTS OR PARTICIPATING BONDS (AUTHORIZATION II), THE CREATION OF CONTINGENT CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION; THE COMPANY S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 195,584 THROUGH THE ISSUE OF UP TO 76,400,000 NEW NO-PAR SHARES, INSOFAR AS CONVERTIBLE AND/OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2008 II) 7. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENTS Management For For WITH THE COMPANY S WHOLLY-OWNED SUBSIDIARIES FUENFTE BAYER VV GMBH, SECHSTE BAYER VV GMBH AND ERSTE BAYER VV AG AS THE TRANSFER-RING COMPANIES, EFFECTIVE FOR A PERIOD OF AT LEAST 5 YEARS 8. APPOINTMENT OF THE AUDITORS FOR THE 2008 FY: Management For For PRICEWATERHOUSECOOPERS AG, ESSEN * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES AT THE COMPANYS MEETING. * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 447959. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU * AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown REQUIRE THAT YOU DISCLOSEWHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK YOU. * PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown MEETING IS 04 APR 2008, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 54 of 105 1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Management For For ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT, AND RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT OF EUR 1,031,861,592 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.35 PER ENTITLED SHARE EX-DIVIDEND AND PAYABLE DATE: 26 APR 2008
- -------------------------------------------------------------------------------- TECHNIP (EX-TECHNIP-COFLEXIP), PARIS TEC.PA MIX MEETING DATE: 04/25/2008 ISSUER: F90676101 ISIN: FR0000131708 SEDOL: B28MSJ6, 4874160, B06PC80, 4122018 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF ACTUAL 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. * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE * PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown REACH QUORUM, THERE WILL BE A SECOND CALL ON 06 MAY 2008 AT 1000 HRS. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. 1. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 31 DEC 2007, AS PRESENTED AND SHOWING INCOME OF EUR 91,495,476.38 2. APPROVE THE INCOME FOR THE FY IS OF EUR 91,495,476.38 Management For For THE DISTRIBUTABLE INCOME OF EUR 102,167,617.06 CONSIDERING THE AVAILABLE RETAINED EARNINGS OF EUR 10,672,140.68 AND THE OTHER RESERVES ARE OF EUR 141,967,742.71, DIVIDENDS: EUR 125,144,539.20 (EUR 102,167,617.06 WILL BE DEDUCTED FROM THE DISTRIBUTABLE INCOME AND EUR 22,976,922.14 FROM THE OTHER RESERVES ACCOUNT) IN THE EVENT THAT THE COMPANY HOLDS SOME OF ITS OWN SHARES ON THE DAY THE DIVIDEND IS PAID, THE SUMS OF THE UNPAID DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT; THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.20 PER SHARE, AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE PAID IN CASH ON 13 MAY 2008, AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AS REQUIRED BY LAW
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 55 of 105 3. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING 4. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLES L.225.38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, AND APPROVE THE SAID REPORT AND THE NEW AGREEMENT REFERRED TO THEREIN 5. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L.225.38 AND SEQUENCE OF THE FRENCH COMMERCIAL CODE, APPROVES THE AGREEMENT ENTERED INTO AND WHICH REMAINED IN FORCE DURING THE FYE 31 DEC 2007 6. APPROVE TO RESOLVE THE AWARD TOTAL ANNUAL FEES Management For For OF EUR 3,75,000.00 TO THE BOARD OF DIRECTORS, AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 7. AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For For THE COMPANY S SHARES ON THE OPEN MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW MAXIMUM PURCHASE PRICE EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED 10% OF THE SHARE CAPITAL; IT SUPERSEDES ANY AND ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT AND, ESPECIALLY, THE AUTHORIZATION GRANTED BY THE EXTRAORDINARY SHAREHOLDERS MEETING OF 27 APR 2007 IN ITS RESOLUTION NUMBER 18, AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AFTER THE 18 MONTHS 8. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON 1 OR MORE OCCASIONS, EXISTING SHARES, IN FAVOR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY TECHNO THE COMPANY AND RELATED COMPANIES, THEY MAY NOT REPRESENT MORE THAN 1% OF THE SHARE CAPITAL; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AFTER 24 MONTHS 9. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON 1 OR MORE OCCASIONS, EXISTING SHARES, IN FAVOR OF THE CHAIRMAN AND MANAGING DIRECTOR OF TECHNIP, CORPORATE OFFICER OF THE COMPANY, THEY MAY NOT REPRESENT MORE THAN 0.03% OF THE SHARE CAPITAL, TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AFTER 24 MONTHS 10. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For IN 1 OR MORE TRANSACTIONS, IN FAVOR OF EMPLOYEES OF TECHNIP THE COMPANY AND CORPORATE OFFICERS OF RELATED COMPANIES, WITH THE ALLOCATION OF 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 EXCEED 1% OF THE SHARE CAPITAL; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AFTER 24 MONTHS 11. AUTHORIZE THE BOARD OF DIRECTORS TO PROCEED, Management For For IN 1 OR MORE TRANSACTIONS, IN FAVOR OF THE CHAIRMAN AND MANAGING DIRECTOR OF TECHNIP CORPORATE OFFICER OF THE COMPANY, WITH THE ALLOCATION OF 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 EXCEED 0.10% OF THE SHARE CAPITAL; IT SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY EXPIRES AFTER 24 MONTHS 12. APPROVE TO GRANT FULL POWERS TO THE BEARER OF Management For For AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 56 of 105 - -------------------------------------------------------------------------------- SAIPEM SPA, SAN DONATO MILANESE SPM.MI OGM MEETING DATE: 04/28/2008 ISSUER: T82000117 ISIN: IT0000068525 BLOCKING SEDOL: 4769103, B020R51, 4765996, B28LP69, 4768768 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THE MEETING HELD ON 21 APR 08 Non-Voting *Management Position Unknown HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION WILL BE HELD ON 28 APR 08. 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. APPROVE THE FINANCIAL STATEMENT AT 31 DEC 2007, Management Take No Action BOARD OF DIRECTORS, THE AUDITORS AND THE AUDIT FIRM REPORT 2. APPROVE THE ALLOCATION OF PROFIT Management Take No Action 3. APPROVE THE STOCK OPTION PLAN FOR THE YEAR 2008 Management Take No Action 4. GRANT AUTHORITY TO BUY BACK OWN SHARES Management Take No Action 5. GRANT AUTHORITY TO DISPOSE OWN SHARES FOR STOCK Management Take No Action OPTION PLAN FOR THE YEAR 2008 6. APPOINT THE BOARD OF DIRECTORS AND CHAIRMAN, Management Take No Action DETERMINATION OF THEIR COMPONENTS TERM AND EMOLUMENTS 7. APPOINT THE BOARD OF THE AUDITORS AND CHAIRMAN, Management Take No Action DETERMINATION OF REGULAR AUDITORS AND CHAIRMAN EMOLUMENTS
- -------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO PLC BTI AGM MEETING DATE: 04/30/2008 ISSUER: G1510J102 ISIN: GB0002875804 SEDOL: 0287580, B02S755, 5617278 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE 2007 FINANCIAL STATEMENTS AND STATUTORY Management For For REPORTS 2. APPROVE THE 2007 REMUNERATION REPORT Management For For 3. DECLARE A FINAL DIVIDEND OF 47.60 PENCE PER ORDINARY Management For For SHARE FOR 2007 4. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For For AUDITORS OF THE COMPANY 5. AUTHORIZE THE DIRECTORS TO AGREE THE AUDITORS Management For For REMUNERATION
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 57 of 105 6.a RE-APPOINT MR. JAN DU PLESSIS AS A DIRECTOR, Management For For WHO RETIRES BY ROTATION 6.b RE-APPOINT MR. ANA MARIA LLOPIS AS A DIRECTOR, Management For For WHO RETIRES BY ROTATION 6.c RE-APPOINT MR. ANTHONY RUYS AS A DIRECTOR, WHO Management For For RETIRES BY ROTATION 7.a RE-APPOINT MR. KAREN DE SEGUNDO AS A DIRECTOR Management For For 7.b RE-APPOINT MR. NICANDRO DURANTE AS A DIRECTOR Management For For 7.c RE-APPOINT MR. CHRISTINE MORIN-POSTEL AS A DIRECTOR Management For For 7.d RE-APPOINT MR. BEN STEVENS AS DIRECTOR Management For For 8. AUTHORIZE THE DIRECTORS, TO ISSUE OF EQUITY OR Management For For EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 168,168,576 S.9 AUTHORIZE THE DIRECTOR, TO ISSUE THE EQUITY OR Management For For EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF GBP 25,225,286 10. APPROVE THE WAIVER OF OFFER OBLIGATION Management For For S.11 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASE Management For For OF 201,800,000 ORDINARY SHARES OF ITS OWN SHARES S.12 ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For
- -------------------------------------------------------------------------------- AVIVA PLC, LONDON AIVAF.PK AGM MEETING DATE: 05/01/2008 ISSUER: G0683Q109 ISIN: GB0002162385 SEDOL: B045BR4, 4100490, B02S658, 0216238, 4191007, 5983991 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE ANNUAL REPORT AND ACCOUNTS Management For For 2. DECLARE A FINAL DIVIDEND Management For For 3. ELECT MR. NIKHESH ARORA Management For For 4. ELECT MR. SCOTT WHEWAY Management For For 5. RE-ELECT MR. PHILIP SCOTT Management For For 6. RE-ELECT MR. ANDREW MOSS Management For For 7. RE-ELECT MR. COLIN SHARMAN Management For For 8. RE-APPOINT ERNST AND YOUNG LLP Management For For 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITOR Management For For S REMUNERATION 10. APPROVE THE RENEWAL OF THE AUTHORITY TO ALLOT Management For For UNISSUED SHARES 11. APPROVE THE RENEWAL OF THE TO MAKE NON PRE-EMPTIVE Management For For SHARE ALLOTMENTS 12. APPROVE THE DIRECTORS REMUNERATION REPORT Management For For S.13 ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For 14. AMEND THE AVIVA ANNUAL BONUS PLAN 2005 Management For For 15. AUTHORIZE THE COMPANY AND ANY SUBSIDIARY COMPANY Management For For IN THE GROUP TO MAKE POLITICAL DONATIONS S.16 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For S ORDINARY SHARES UP TO A SPECIFIED AMOUNT S.17 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For S 8 3/4% PREFERENCE SHARES UPTO A SPECIFIED AMOUNT S.18 GRANT AUTHORITY FOR THE PURCHASE OF THE COMPANY Management For For S 8 3/8% PREFERENCE SHARES UPTO A SPECIFIED AMOUNT
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 58 of 105 - -------------------------------------------------------------------------------- SMITH & NEPHEW GROUP P L C SNN AGM MEETING DATE: 05/01/2008 ISSUER: G82343164 ISIN: GB0009223206 SEDOL: 4228499, B03W767, 0922320, B032756 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND ADOPT THE AUDITED ACCOUNTS FOR THE Management For For YE 31 DEC 2007 TOGETHER WITH THE REPORT OF THE DIRECTORS AND THE AUDITORS THEREON 2. APPROVE THE REMUNERATION REPORT OF THE DIRECTORS Management For For FOR THE YE 31 DEC 2007 3. APPROVE THE 2007 FIRST INTERIM DIVIDEND OF USD Management For For 4.51 PER ORDINARY SHARE AND TOCONFIRM THE 2007 SECOND INTERIM DIVIDEND OF USD 7.38 PER ORDINARY SHARE 4. RE-ELECT MR. JOHN BUHANAN AS A DIRECTOR OF THE Management For For COMPANY 5. RE-ELECT DR. PAMELA J. KIBRY AS A DIRECTOR OF Management For For THE COMPANY 6. RE-ELECT MR. BRIAN LARCOMBE AS A DIRECTOR OF Management For For THE COMPANY 7. RE-ELECT DR. ROLF W.H STOMBERG AS A DIRECTOR Management For For OF THE COMPANY 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For For OF THE COMPANY 9. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For For OF THE AUDITORS OF THE COMPANY 10. APPROVE TO RENEW THE DIRECTOR S AUTHORIZATION Management For For TO ALLOT SECURITIES GRANTED BY ARTICLE 9.2 OF THE COMPANY S ARTICLES OF ASSOCIATION AND FOR THE PURPOSES OF ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION SECTION 80, AMOUNT FOR THIS PERIOD BE USD 50,194,406; AUTHORITY EXPIRES THE UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2009 OR 01 AUG 2009 S.13 ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For For AS SPECIFIED S.11 AUTHORIZE THE DIRECTORS TO ALLOT SECURITIES Management For For OTHERWISE THAN TO EXISTING SHAREHOLDERS PRO RATA TO THEIR HOLDINGS GRANTED BY ARTICLE 9.3 OF THE COMPANY S ARTICLES OF ASSOCIATION AND FOR THE PURPOSES OF ARTICLE 9 OF THE COMPANY S ARTICLES OF ASSOCIATION SECTION 89, AMOUNT FOR THIS PERIOD BE USD 9,482,121; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 01 AUG 2009 S.12 AUTHORIZE THE COMPANY, IN SUBSTITUTION FOR ALL Management For For EXISTING AUTHORITIES AND IN ACCORDANCE WITH SECTION 166 OF THE COMPANIES ACT 1985THE ACT, TO MAKE MARKET PURCHASES SECTION 1633OF THE ACT OF UP TO 94,821,208; 10% ISSUED SHARE CAPITAL AS AT 12 MAR 2008 OF 20 US CENTS EACH THE CAPITAL OF THE COMPANY, 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 AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2009 OR 01 AUG 2009; 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. APPROVE TO INCREASE THE LIMIT ON INDIVIDUAL PARTICIPATION Management For For UNDER THE PERFORMANCE SHARE PLAN, SO THAT THE INITIAL MARKET VALUE OF THE SHARES TO AN AWARD SHALL NOT EXCEED 150% OF THE PARTICIPANT S BASIC ANNUAL SALARY AT THE TIME THE AWARD IS MADE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 59 of 105 - -------------------------------------------------------------------------------- GALP ENERGIA,SA, LISBOA GAL.LS AGM MEETING DATE: 05/06/2008 ISSUER: X3078L108 ISIN: PTGAL0AM0009 BLOCKING SEDOL: B1G4TB6, B29XVH7, B1FW751, B28H9J8 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RATIFY THE APPOINTMENT OF THE BOARD MEMBERS Management Take No Action 2. RECEIVE THE MANAGEMENT REPORT, INDIVIDUAL AND Management Take No Action CONSOLIDATED ACCOUNTS, FOR THE YEAR 2007, AS WELL AS REMAINING REPORTING DOCUMENTS 3. APPROVE THE PROPOSAL FOR APPLICATION OF PROFITS Management Take No Action 4. APPROVE THE GENERAL APPRAISAL OF THE COMPANY Management Take No Action S MANAGEMENT AND SUPERVISION 5. ELECT THE GOVERNING BODIES FOR THE 2008-2010 PERIOD Management Take No Action 6. ELECT THE STATUTORY AUDITOR FOR THE 2008-2010 Management Take No Action PERIOD 7. AMEND THE ARTICLES 17 AND 18 OF THE COMPANY S Management Take No Action BY LAWS
- -------------------------------------------------------------------------------- GALP ENERGIA,SA, LISBOA GAL.LS AGM MEETING DATE: 05/06/2008 ISSUER: X3078L108 ISIN: PTGAL0AM0009 BLOCKING SEDOL: B1G4TB6, B29XVH7, B1FW751, B28H9J8 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RATIFY THE APPOINTMENT OF THE BOARD MEMBERS Management Take No Action 2. RECEIVE THE MANAGEMENT REPORT, INDIVIDUAL AND Management Take No Action CONSOLIDATED ACCOUNTS, FOR THE YEAR 2007, AS WELL AS REMAINING REPORTING DOCUMENTS 3. APPROVE THE PROPOSAL FOR APPLICATION OF PROFITS Management Take No Action 4. APPROVE THE GENERAL APPRAISAL OF THE COMPANY Management Take No Action S MANAGEMENT AND SUPERVISION 5. AUTHORIZE THE MEMBERS OF THE BOARD OF DIRECTORS Management Take No Action ON GALP S COMPETING COMPANIESAND ON THE DEFINITION OF THE ACCESS REGIME TO GALP S SENSITIVE INFORMATION BY BOARD MEMBERS THAT MAY BE PROPOSED THAT ARE IN ONE OF THE SITUATIONS DESCRIBED ON NUMBER 3 OF ARTICLE 398. OF THE COMMERCIAL COMPANIES CODE 6. ELECT THE GOVERNING BODIES FOR THE 2008-2010 PERIOD Management Take No Action 7. ELECT THE STATUTORY AUDITOR FOR THE 2008-2010 Management Take No Action PERIOD 8. AMEND THE ARTICLES 17 AND 18 OF THE COMPANY S Management Take No Action BY LAWS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 60 of 105 - -------------------------------------------------------------------------------- XSTRATA PLC, LONDON XTA.L AGM MEETING DATE: 05/06/2008 ISSUER: G9826T102 ISIN: GB0031411001 SEDOL: B06JJ58, 7320790, B02QZN3, 3141100 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND ADOPT THE ANNUAL REPORT AND FINANCIAL Management For For STATEMENTS OF THE COMPANY AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON FOR THE YE 31 DEC 2007 2. DECLARE A FINAL DIVIDEND OF USD 0.34 CENTS PER Management For For ORDINARY SHARE IN RESPECT OF THE YE 31 DEC 2007 3. RECEIVE AND APPROVE THE DIRECTORS REMUNERATION Management For For REPORT AS SPECIFIED FOR THE YE 31 DEC 2007 4. RE-ELECT MR. WILLY STROTHOTTE, AS A NON-EXECUTIVE Management For For DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF THE COMPANY S ARTICLES OF ASSOCIATION 5. RE-ELECT MR. PAUL HAZEN, AS A NON-EXECUTIVE DIRECTOR, Management For For WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF THE COMPANY S ARTICLES OF ASSOCIATION 6. RE-ELECT MR. LAN STRACHAN AS A NON-EXECUTIVE Management For For DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF THE COMPANY S ARTICLES OF ASSOCIATION 7. RE-ELECT MR. CLAUDE LAMOUREUX, AS A NON-EXECUTIVE Management For For DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 128 OF THE COMPANY S ARTICLES OF ASSOCIATION 8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS Management For For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS 9. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For ALL EXISTING AUTHORITY, AND PURSUANT BY ARTICLE 14 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO AN AMOUNT OF USD 161,944,486.00 EQUIVALENT TO 323,888,972 ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING OF THIS RESOLUTION S.10 AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For ALL EXISTING AUTHORITY, PURSUANTBY ARTICLE 15 OF THE COMPANY S ARTICLES OF ASSOCIATION, TO ALLOT EQUITY SECURITIES, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985, AND THE AMOUNT IS USD 24,291,673.00 EQUIVALENT TO 48,583,346 ORDINARY SHARES OF USD 0.50 EACH IN THE CAPITAL OF THE COMPANY; AUTHORITY EXPIRES AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AFTER THE PASSING OF THIS RESOLUTION S.11 AMEND THE NEW FORM OF ARTICLE OF ASSOCIATION Management For For OF THE COMPANY PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION AS NEW ARTICLES A THE NEW ARTICLE DE ADOPTED AS THE ARTICLE OF ASSOCIATION OF THE COMPANY WITH THE EFFECT FROM THE CONCLUSION OF THE MEETING IN SUBSTITUTION FOR, AND TO EXCLUSION OF, THE EXISTING ARTICLE OF ASSOCIATION
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 61 of 105 S.12 AMEND, SUBJECT TO THE PASSING RESOLUTION 11, Management For For THAT THE PROPOSED NEW FORM OF ARTICLE OF ASSOCIATION OF THE COMPANY PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION AS NEW ARTICLES B BE ADOPTED AS THE ARTICLE OF ASSOCIATION OF THE COMPANY WITH EFFECT FROM THE ENTRY INTO FORCE OF SECTION 175 OF COMPANIES ACT 2006 AT 00:01AM ON 01 OCT 2008, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE NEW ARTICLES 13. APPROVE THE AMENDMENTS TO THE RULES OF THE XSTRATA Management For For PLC ADDED VALUE INCENTIVE PLAN, WHICH ARE SUMMARIZED AS SPECIFIED IN THE NOTICE OF AGM, AND ARE SHOWN IN THE COPY OF THE RULES PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION
- -------------------------------------------------------------------------------- CRH PLC CRH AGM MEETING DATE: 05/07/2008 ISSUER: G25508105 ISIN: IE0001827041 SEDOL: 0182704, 5465240, B01ZKD6, 4182249 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE FINANCIAL STATEMENTS AND REPORTS Management For For OF DIRECTORS AND THE AUDITORS 2. DECLARE A DIVIDEND Management For For 3.A RE-ELECT MR. N. HARTERY AS A DIRECTOR Management For For 3.B RE-ELECT MR. T.W. HILL AS A DIRECTOR Management For For 3.C RE-ELECT MR. K. MCGOWAN AS A DIRECTOR Management For For 3.D RE-ELECT MR. J.M.C. O CONNOR AS A DIRECTOR Management For For 3.E RE-ELECT MR. U.H. FELCHT AS A DIRECTOR Management For For 4. APPROVE THE REMUNERATION OF AUDITORS Management For For S.5 APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS Management For For S.6 GRANT AUTHORITY TO PURCHASE OWN ORDINARY SHARES Management For For S.7 GRANT AUTHORITY TO RE-ISSUE TREASURY SHARES Management For For S.8 AMEND THE MEMORANDUM OF ASSOCIATION Management For For S.9 AMEND THE ARTICLES OF ASSOCIATION Management For For
- -------------------------------------------------------------------------------- STANDARD CHARTERED PLC, LONDON STAN.L AGM MEETING DATE: 05/07/2008 ISSUER: G84228157 ISIN: GB0004082847 SEDOL: B02TBL2, 6558484, 0408284, 7032039 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE ANNUAL REPORT FOR THE YE 31 DEC 2007 Management For For 13. AUTHORIZE THE BOARD TO SET THE AUDITOR S FEES Management For For 14. AUTHORIZE THE BOARD, TO ALLOT RELEVANT SECURITIES Management For For AS DEFINED IN THE COMPANIES ACT 1985, SUCH AUTHORITY TO BE LIMITED TO: A) THE ALLOTMENT UP TO A TOTAL NOMINAL VALUE OF USD 141,042,099 BEING NOT GREATER THAN 20% OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THIS RESOLUTION; B) THE ALLOTMENT WHEN COMBINED WITH ANY ALLOTMENT MADE UNDER (A) ABOVE) OF RELEVANT SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD 235,070,165 IN CONNECTION WITH: I) AN OFFER OF RELEVANT SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE BOARD: A) TO ORDINARY SHAREHOLDERS ON THE REGISTER ON A PARTICULAR DATE EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY SHARES, IN PROPORTION AS NEARLY AS MAY BE TO THEIR EXISTING HOLDINGS IGNORING
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 62 of 105 FOR THIS PURPOSE BOTH ANY HOLDER HOLDING SHARES AS TREASURY SHARES AND THE TREASURY SHARES HELD BY HIM; AND B) TO PEOPLE WHO ARE REGISTERED ON A PARTICULAR DATE AS HOLDERS OF OTHER CLASSES OF EQUITY SECURITIES EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY SHARES, IF THIS IS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE BOARD CONSIDERS IT APPROPRIATE, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND II) A SHARE DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; C) THE ALLOTMENT OF RELEVANT SECURITIES PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME OF THE COMPANY OR ANY OF ITS SUBSIDIARY UNDERTAKINGS ADOPTED PRIOR TO THE DATE OF THIS MEETING, AUTHORITY TO APPLY FOR THE PERIOD FROM 07 MAY 2008 UNTIL THE EARLIER OF THE END OF NEXT YEAR S AGM AND 06 AUG 2009 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY IN THE MEETING; AND AUTHORIZE THE BOARD TO ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY SUCH AUTHORITIES 15. GRANT AUTHORITY TO THE BOARD TO ALLOT RELEVANT Management For For SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD 141,042,099 PURSUANT TO PARAGRAPH (A) OF RESOLUTION 14 SET OUT ABOVE BE EXTENDED BY THE ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF USD 0.50 EACH REPRESENTING THE NOMINAL AMOUNT OF THE COMPANY S SHARE CAPITAL REPURCHASED BY THE COMPANY PURSUANT TO RESOLUTION 17 SET OUT BELOW S.16 AUTHORIZE THE BOARD, SUBJECT TO THE PASSING OF Management For For RESOLUTION 14 IS PASSED AS AN ORDINARY RESOLUTION, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES AS DEFINED IN THE COMPANIES ACT 1985 FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR WHERE THE ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE COMPANIES ACT 1985, FREE OF THE RESTRICTION IN SECTION 89(1) OF THE COMPANIES ACT 1985, SUCH POWER TO BE LIMITED TO: A) THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES OPEN FOR A PERIOD DECIDED ON BY THE BOARD: I) TO THE ORDINARY SHAREHOLDERS ON THE REGISTER ON A PARTICULAR DATE EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY SHARES, IN PROPORTION AS NEARLY AS MAY BE TO THEIR EXISTING HOLDINGS IGNORING FOR THIS PURPOSE BOTH ANY HOLDER HOLDING SHARES AS TREASURY SHARES AND THE TREASURY SHARES HELD BY HIM; AND II) TO PEOPLE WHO ARE REGISTERED ON A PARTICULAR DATE AS THE HOLDERS OF OTHER CLASSES OF EQUITY SECURITIES EXCLUDING ANY HOLDER HOLDING SHARES AS TREASURY SHARES, IF THIS IS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE BOARD CONSIDERS IT APPROPRIATE, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND B) THE ALLOTMENT OTHERWISE THAN UNDER (A) ABOVE OF EQUITY SECURITIES UP TO A TOTAL NOMINAL VALUE OF USD 35,260,524, AUTHORITY TO APPLY FROM 07 MAY 2008 UNTIL THE EARLIER OF THE END OF NEXT YEAR S AGM AND 06 AUG 2009 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY IN THE MEETING ; AND AUTHORIZE THE BOARD TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 63 of 105 S.17 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For AS DEFINED IN THE COMPANIES ACT 1985 OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: A) THE COMPANY DOES NOT PURCHASE MORE THAN 141,042,099 SHARES UNDER THIS AUTHORITY; B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE BEFORE EXPENSES THAN USD 0.50 OR THE EQUIVALENT IN THE CURRENCY IN WHICH THE PURCHASE IS MADE, CALCULATED BY REFERENCE TO A SPOT EXCHANGE RATE FOR THE PURCHASE OF US DOLLARS WITH SUCH OTHER CURRENCY AS DISPLAYED ON THE APPROPRIATE PAGE OF THE REUTERS SCREEN AT OR AROUND 11.00AM LONDON TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY THE SHARES; AND C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE BEFORE EXPENSES THAN 5% OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 5 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES; AUTHORITY APPLY FROM 07 MAY 2008 UNTIL THE EARLIER OF THE END OF NEXT YEAR S AGM AND 06 AUG 2009 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY IN THE GENERAL MEETING; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED S.18 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For AS DEFINED IN THE COMPANIES ACT 1985 OF UP TO USD 15,000 DOLLAR PREFERENCE SHARES AND UP TO 195,285,000 STARLING PREFERENCE SHARES PROVIDED THAT: A) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE BEFORE EXPENSES THAN THE NOMINAL VALUE OF THE SHARE OR THE EQUIVALENT IN THE CURRENCY IN WHICH THE PURCHASE IS MADE, CALCULATED BY REFERENCE TO THE SPOT EXCHANGE RATE FOR THE PURCHASE OF THE CURRENCY IN WHICH THE RELEVANT SHARE IS DENOMINATED WITH SUCH OTHER CURRENCY AS DISPLAYED ON THE APPROPRIATE PAGE OF THE REUTERS SCREEN AT OR AROUND 11.00AM LONDON TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY THE SHARES; AND ; B) THE COMPANY DOES NOT PAY MORE: I) FOR EACH STERLING PREFERENCE SHARE BEFORE EXPENSES THAN 25% OVER THE AVERAGE MIDDLE MARKET PRICES OF SUCH SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES; AND II) FOR EACH US DOLLAR PREFERENCE SHARE BEFORE EXPENSES THAN 25% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE 10 BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES; AUTHORITY TO APPLY FROM 07 MAY 2008 UNTIL THE EARLIER OF THE END OF NEXT YEAR S AGM OR 06 AUG 2009 UNLESS PREVIOUSLY CANCELLED OR VARIED BY THE COMPANY IN GENERAL MEETING; THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED S.19 APPROVE AND ADOPT THE ARTICLES OF ASSOCIATION Management For For PRODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN OF THE MEETING FOR THE PURPOSES OF IDENTIFICATION AS THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION 2. APPROVE TO DECLARE A FINAL DIVIDEND OF USD 56.23 Management For For CENTS PER ORDINARY SHARE FORTHE YE 31 DEC 2007
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 64 of 105 3. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE YE 31 DEC 2007 AS SPECIFIED OF ANNUAL REPORT AND ACCOUNTS 4. RE-ELECT MR. M.B. DENOMA AS A EXECUTIVE DIRECTOR, Management For For WHO RETIRES BY ROTATION 5. RE-ELECT MS. V. F. GOODING AS A NON-EXECUTIVE Management For For DIRECTOR , WHO RETIRES BY ROTATION 6. RE-ELECT MR. R. H. P. MARKHAM AS A NON-EXECUTIVE Management For For DIRECTOR , WHO RETIRES BY ROTATION 7. RE-ELECT MR. P. A. SANDS AS A EXECUTIVE DIRECTOR Management For For , WHO RETIRES BY ROTATION 8. RE-ELECT MR. O. H. J. STOCKEN AS A NON-EXECUTIVE Management For For DIRECTOR , WHO RETIRES BY ROTATION 9. ELECT MR. G. R. BULLOCK AS A EXECUTIVE DIRECTOR Management For For BY THE BOARD DURING THE YEAR 10. ELECT MR. S. B. MITTAL AS A NON-EXECUTIVE DIRECTOR Management For For BY THE BOARD DURING THE YEAR 11. ELECT MR. J .W. PEACE AS A NON-EXECUTIVE DIRECTOR Management For For BY THE BOARD DURING THE YEAR 12. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR TO THE Management For For COMPANY UNTIL THE END OF NEXTYEAR S AGM 20. AUTHORIZE IN ACCORDANCE WITH SECTIONS 366 AND Management For For 367 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL THE COMPANIES THAT ARE ITS SUBSIDIARIES DURING THE PERIOD FOR WHICH THIS RESOLUTION IS EFFECTIVE: A) MAKE DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 100,000 IN TOTAL; B) MAKE DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL; C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL; AS SUCH TERMS ARE DEFINED IN SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006 PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD PERIOD BEGINNING WITH THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRING ON THE EARLIER OF THE NEXT YEAR S AGM AND 06 AUG 2009 UNLESS PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE COMPANY IN GENERAL MEETING 21. AUTHORIZE THE BOARD : I) TO MAKE AN OFFER TO Management For For THE HOLDERS OF ORDINARY SHARES EXCLUDING ANY MEMBER HOLDING SHARES AS TREASURY SHARES TO ELECT TO RECEIVE NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY IN LIEU OF ALL OR ANY PART OF ANY INTERIM OR FINAL DIVIDEND PAID IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING ON OR PRIOR TO 31 DEC 2013 UPON SUCH TERMS AS THE BOARD MAY DETERMINE; II) IN RESPECT OF ANY SUCH DIVIDEND TO CAPITALIZE SUCH AMOUNT STANDING TO THE CREDIT OF THE COMPANY S RESERVES AS MAY BE NECESSARY, AND THE MAKING BY THE BOARD OF ANY SUCH OFFER AND ANY SUCH CAPITALIZATION BY THE BOARD IN EACH CASE IN RESPECT OF ANY PRIOR FINANCIAL PERIOD IS CONFIRMED
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 65 of 105 - -------------------------------------------------------------------------------- CHINA MOBILE LTD 0941.HK AGM MEETING DATE: 05/08/2008 ISSUER: Y14965100 ISIN: HK0941009539 SEDOL: B162JB0, 6073556, B01DDV9, 5563575 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For For THE REPORTS OF THE DIRECTORS ANDTHE AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YE 31 DEC 2007 2.i DECLARE AN ORDINARY FINAL DIVIDEND FOR THE YE Management For For 31 DEC 2007 2.ii DECLARE A SPECIAL FINAL DIVIDEND FOR THE YE 31 Management For For DEC 2007 3.i RE-ELECT MR. LU XIANGDONG AS A DIRECTOR Management For For 3.ii RE-ELECT MR. XUE TAOHAI AS A DIRECTOR Management For For 3.iii RE-ELECT MR. HUANG WENLIN AS A DIRECTOR Management For For 3.iv RE-ELECT MR. XIN FANFEI AS A DIRECTOR Management For For 3.v RE-ELECT MR. LO KA SHUI AS A DIRECTOR Management For For 4. RE-APPOINT MESSRS. KPMG AS THE AUDITORS AND AUTHORIZE Management For For THE DIRECTORS TO FIX THEIR REMUNERATION 5. AUTHORIZE THE DIRECTORS, TO PURCHASE SHARES OF Management For For HKD 0.10 EACH IN THE CAPITAL OF THE COMPANY INCLUDING ANY FORM OF DEPOSITARY RECEIPT REPRESENTING THE RIGHT TO RECEIVE SUCH SHARES SHARES AND THE AGGREGATE NOMINAL AMOUNT OF SHARES WHICH MAY BE PURCHASED ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR ANY OTHER STOCK EXCHANGE ON WHICH SECURITIES OF THE COMPANY MAY BE LISTED AND WHICH IS RECOGNIZED FOR THIS PURPOSE BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND THE STOCK EXCHANGE OF HONG KONG LIMITED SHALL NOT EXCEED OR REPRESENT MORE THAN 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 6. AUTHORIZE THE DIRECTORS TO ALLOT, ISSUE AND DEAL Management For For WITH ADDITIONAL SHARES IN THE COMPANY INCLUDING THE MAKING AND GRANTING OF OFFERS, AGREEMENTS AND OPTIONS WHICH MIGHT REQUIRE SHARES TO BE ALLOTTED, WHETHER DURING THE CONTINUANCE OF SUCH MANDATE OR THEREAFTER PROVIDED THAT, OTHERWISE THAN PURSUANT TO I) A RIGHTS ISSUE WHERE SHARES ARE OFFERED TO SHAREHOLDERS ON A FIXED RECORD DATE IN PROPORTION TO THEIR THEN HOLDINGS OF SHARES; II) THE EXERCISE OF OPTIONS GRANTED UNDER ANY SHARE OPTION SCHEME ADOPTED BY THE COMPANY; OR III) ANY SCRIP DIVIDEND OR SIMILAR ARRANGEMENT PROVIDING FOR THE ALLOTMENT OF SHARES IN LIEU OF THE WHOLE OR PART OF A DIVIDEND IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE AGGREGATE NOMINAL AMOUNT OF THE SHARES ALLOTTED SHALL NOT EXCEED 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION; IF THE DIRECTORS ARE SO AUTHORIZED BY A SEPARATE ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY 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 EQUIVALENT TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 7. AUTHORIZE THE DIRECTORS, TO ISSUE, ALLOT AND Management For For DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED UP TO 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION, AS SPECIFIED IN RESOLUTION 6
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 66 of 105 - -------------------------------------------------------------------------------- HENNES & MAURITZ AB H&M, STOCKHOLM HMB.ST OGM MEETING DATE: 05/08/2008 ISSUER: W41422101 ISIN: SE0000106270 SEDOL: B02V4F3, 5687431, 5697269, B0CSYN2, B103GT6 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AGM THANK YOU. Non-Voting *Management Position Unknown * PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown OPTION IN SWEDEN. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED 1. OPENING OF THE AGM Management For For 2. ELECT THE LAWYER MR. SVEN UNGER AS THE CHAIRMAN Management For For OF THE AGM 3. ADDRESS BY THE MANAGING DIRECTOR, MR. ROLF ERIKSEN, Management For For FOLLOWED BY AN OPPORTUNITY TO ASK QUESTION ABOUT THE COMPANY 4. APPROVE THE VOTING LIST Management For For 5. APPROVE THE AGENDA Management For For 6. ELECT THE PEOPLE TO CHECK THE MINUTES Management For For 7. APPROVE THE EXAMINATION OF WHETHER THE MEETING Management For For WAS PROPERLY CONVENED 10. APPROVE 9 BOARD MEMBERS WITH NO DEPUTIES Management For For 8. APPROVE: THE PRESENTATION OF ANNUAL ACCOUNTS Management For For AND THE AUDITORS REPORT AS WELLAS THE CONSOLIDATED ACCOUNTS AND THE CONSOLIDATED AUDITORS STATEMENT ON WHETHER THE GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES APPLICABLE SINCE THE LAST AGM HAVE BEEN SPECIFIED: THE STATEMENT BY THE COMPANY S AUDITOR AND THE CHAIRMAN OF THE AUDITING COMMITTEE; THE STATEMENT BY THE CHAIRMAN OF THE BOARD ON THE WORK OF THE BOARD; AND THE STATEMENT BY THE CHAIRMAN OF THE ELECTION COMMITTEE ON THE WORK OF THE ELECTION COMMITTEE 9.A ADOPT THE INCOME STATEMENT AND BALANCE SHEET Management For For AND THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET 9.B APPROVE A DIVIDEND TO THE SHAREHOLDERS OF SEK Management For For 14.00 PER SHARE AND TUESDAY 13 MAY 2008 AS THE RECORD DATE; DIVIDENDS TO BE PAID OUT BY VPC ON FRIDAY 16 MAY 2008 9.C GRANT DISCHARGE TO THE MEMBERS OF THE BOARD AND Management For For THE MANAGING DIRECTOR FROM LIABILITY TO THE COMPANY
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 67 of 105 11. APPROVE THAT THE TOTAL BOARD FEES REMAIN UNCHANGED Management For For AT SEK 4,250,000; AND THE BOARD FEES FOR EACH MEMBER ELECTED BY THE AGM BE DISTRIBUTED AS FOLLOWS: TO THE CHAIRMAN OF THE BOARD SEK 1,350,000; TO THE MEMBERS SEK 375,000; TO THE MEMBERS OF THE AUDITING COMMITTEE AN EXTRA SEK 75,000; AND THE CHAIRMAN OF THE AUDITING COMMITTEE AN EXTRA SEK 125,000; NO FEE SHALL BE PAID TO THE BOARD MEMBER EMPLOYED BY THE COMPANY; THE TOTAL FEES REPRESENT AN INCREASE OF SEK 350,000 ON PREVIOUS YEAR; AND THAT THE AUDITORS FEES BE PAID BASED ON THE INVOICES SUBMITTED 12. RE-ELECT MESSRS. FRED ANDERSSON, LOTTIE KNUTSON, Management For For SUSSI KVART, BO LUNDQUIST, STIG NORDFELT, KARL-JOHAN PERSSON, STEFAN PERSSON AND MELKER SCHORLING AS THE MEMBERS OF THE BOARD OF DIRECTORS AND MR. STEFAN PERSSON AS THE CHAIRMAN OF THE BOARD; AND ELECT MS. MIA BRUNELL LIVFORS AS A MEMBER OF THE BOARD OF DIRECTORS 13. APPROVE THE ESTABLISHMENT OF PRINCIPLES FOR THE Management For For ELECTION COMMITTEE AND ELECTION OF MEMBERS OF THE ELECTION COMMITTEE 14. APPROVE THE GUIDELINES FOR REMUNERATION TO THE Management For For SENIOR EXECUTIVES 15. CLOSING OF THE AGM Management For For
- -------------------------------------------------------------------------------- JARDINE MATHESON HOLDINGS LTD, HAMILTON JAR.IL AGM MEETING DATE: 05/08/2008 ISSUER: G50736100 ISIN: BMG507361001 SEDOL: 6472863, B02TXX8, 0471123, 0471781, 6472119, B28D2V9, 0471695, 2841586, 6472357 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS Management For For AND THE INDEPENDENT AUDITOR S REPORT FOR THE YE 31 DEC 2007, AND TO DECLARE A FINAL DIVIDEND 2. RE-ELECT MR. MARK GREENBERG AS A DIRECTOR Management For For 3. RE-ELECT MR. SIMON KESWICK AS A DIRECTOR Management For For 4. RE-ELECT DR. RICHARD LEE AS A DIRECTOR Management For For 5. RE-ELECT MR. PERCY WEATHERALL AS A DIRECTOR Management For For 6. APPROVE TO FIX THE DIRECTOR S FEES Management For For 7. RE-APPOINT THE AUDITORS AND TO AUTHORIZE THE Management For For DIRECTORS TO FIX THEIR REMUNERATION 8. APPROVE THE EXERCISE BY THE DIRECTORS DURING Management For For THE RELEVANT PERIOD OF ALL POWERS OF THE COMPANY TO ALLOT OR ISSUE SHARES AND TO MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED, ISSUED OR DISPOSED OF DURING OR AFTER THE END OF THE RELEVANT PERIOD UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 51.7 MILLION; THE AGGREGATE NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED WHOLLY FOR CASH WHETHER PURSUANT TO AN OPTION OR OTHERWISE BY THE DIRECTORS PURSUANT TO THE APPROVAL IN ABOVE PARAGRAPH, OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE FOR THE PURPOSES OF THIS RESOLUTION, RIGHTS ISSUE BEING AN OFFER OF SHARES OR OTHER SECURITIES TO HOLDERS OF SHARES OR OTHER SECURITIES ON THE REGISTER ON A FIXED RECORD DATE IN PROPORTION TO THEIR THEN HOLDINGS OF SUCH SHARES OR OTHER SECURITIES OR OTHERWISE IN ACCORDANCE WITH THE RIGHTS ATTACHING THERETO SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS UNDER
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 68 of 105 THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNIZED REGULATORY BODY OR ANY STOCK EXCHANGE IN, ANY TERRITORY, OR THE ISSUE OF SHARES PURSUANT TO THE COMPANY S EMPLOYEE SHARE PURCHASE TRUST, SHALL NOT EXCEED USD7.7 MILLION; 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 9. APPROVE THE EXERCISE BY THE DIRECTORS OF ALL Management For For POWERS OF THE COMPANY TO PURCHASE ITS OWN SHARES, SUBJECT TO AND IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, DURING THE RELEVANT PERIOD; THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY WHICH THE COMPANY MAY PURCHASE PURSUANT TO THE APPROVE THIS RESOLUTION SHALL BE LESS THAN 15% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THIS MEETING; APPROVE THIS RESOLUTION SHALL, WHERE PERMITTED BY APPLICABLE LAWS AND REGULATIONS AND SUBJECT TO THE LIMITATION IN THIS RESOLUTION, EXTEND TO PERMIT THE PURCHASE OF SHARES OF THE COMPANY I) BY SUBSIDIARIES OF THE COMPANY AND II) PURSUANT TO THE TERMS OF PUT WARRANTS OR FINANCIAL INSTRUMENTS HAVING SIMILAR EFFECT PUT WARRANTS WHEREBY THE COMPANY CAN BE REQUIRED TO PURCHASE ITS OWN SHARES, PROVIDED THAT WHERE PUT WARRANTS ARE ISSUED OR OFFERED PURSUANT TO A RIGHTS ISSUE AS DEFINED IN RESOLUTION 8 THE PRICE WHICH THE COMPANY MAY PAY FOR SHARES PURCHASED ON EXERCISE OF PUT WARRANTS SHALL NOT EXCEED 15% MORE THAN THE AVERAGE OF THE MARKET QUOTATIONS FOR THE SHARES FOR A PERIOD OF NOT MORE THAN 30 NOR LESS THAN THE 5 DEALING DAYS FALLING 1 DAY PRIOR TO THE DATE OF ANY PUBLIC ANNOUNCEMENT BY THE COMPANY OF THE PROPOSED ISSUE OF PUT WARRANTS; 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
- -------------------------------------------------------------------------------- SWIRE PAC LTD SWI.F AGM MEETING DATE: 05/08/2008 ISSUER: Y83310105 ISIN: HK0019000162 SEDOL: B01DRW8, 5675607, 6868633, B17MW43, 6867748 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. DECLARE THE FINAL DIVIDENDS Management For For 2.A RE-ELECT MR. M CUBBON AS A DIRECTOR Management For For 2.B RE-ELECT MR. BARONESS DUNN AS A DIRECTOR Management For For 2.C RE-ELECT MR. C LEE AS A DIRECTOR Management For For 2.D RE-ELECT MR. M C C SZE AS A DIRECTOR Management For For 2.E RE-ELECT MR. T G FRESHWATER AS A DIRECTOR Management For For 2.F RE-ELECT MR. M LEUNG AS A DIRECTOR Management For For 2.G RE-ELECT MR. A N TYLER AS A DIRECTOR Management For For 3. RE-APPOINT PRICEWATERHOUSECOOPERS AS THE AUDITORS Management For For AND AUTHORIZE THE DIRECTORSTO FIX THEIR REMUNERATION 4. AUTHORIZE THE DIRECTORS OF THE COMPANY, DURING Management For For THE RELEVANT PERIOD TO MAKE ON-MARKET SHARE REPURCHASES WITHIN THE MEANING OF THE CODE ON SHARE REPURCHASES UP TO 10 % OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES OF THAT CLASS IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 69 of 105 5. AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT, Management For For ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS DURING AND AFTER THE RELEVANT PERIOD, NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE OF ANY CLASS SO ALLOTTED OR SO AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED PURSUANT TO THIS RESOLUTION WHOLLY FOR CASH SHALL NOT EXCEED 5% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARES OF THAT CLASS IN ISSUE AT THE DATE OF PASSING THIS RESOLUTION; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD
- -------------------------------------------------------------------------------- NEXT PLC, LEICESTER NXG.SG AGM MEETING DATE: 05/13/2008 ISSUER: G6500M106 ISIN: GB0032089863 SEDOL: B02SZZ1, 3208986, B1BQJ39 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. ADOPT THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For AND THE AUDITORS 2. APPROVE THE REMUNERATION REPORT Management For For 3. DECLARE A FINAL DIVIDEND OF 37P PER SHARE Management For For 4. RE-ELECT MR. SIMON WOLFSON AS A DIRECTOR Management For For 5. RE-ELECT MR. ANDREW VARLEY AS A DIRECTOR Management For For 6. RE-ELECT MR. JONATHAN DAWSON AS A DIRECTOR Management For For 7. RE-ELECT MR. CHRISTINE CROSS AS A DIRECTOR Management For For 8. ELECT MR. STEVE BARBER AS A DIRECTOR Management For For 9. RE-APPOINT ERNST AND YOUNG LLP AS THE AUDITORS Management For For AND AUTHORIZE THE DIRECTORS TOSET THEIR REMUNERATION 10. APPROVE THE NEXT RISK/REWARD INVESTMENT PLAN Management For For 11. GRANT AUTHORITY TO ALLOT SHARES Management For For S.12 GRANT AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For S.13 GRANT AUTHORITY FOR ON-MARKET PURCHASE OF OWN Management For For SHARES S.14 GRANT AUTHORITY TO ENTER INTO PROGRAMME AGREEMENTS Management For For WITH EACH OF THE GOLDMAN SACHS INTERNATIONAL, THE UBS AG, THE DEUTSCHE BANK AG AND THE BARCLAYS BANK S.15 APPROVE AND ADOPT THE NEW ARTICLES OF ASSOCIATION Management For For
- -------------------------------------------------------------------------------- MODERN TIMES GROUP AB MTGA.ST OGM MEETING DATE: 05/14/2008 ISSUER: W56523116 ISIN: SE0000412371 SEDOL: 5328127, B151P43, B290781, B155C88 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown OPTION IN SWEDEN. THANK YOU. * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 70 of 105 * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown 1. ELECT MR. MARTIN BORRESEN, LAWYER, AS THE CHAIRMAN Management For For OF THE MEETING 2. APPROVE THE VOTING LIST Management For For 3. APPROVE THE AGENDA Management For For 4. ELECT ONE OR TWO PERSONS TO CHECK AND VERIFY Management For For THE MINUTES 5. APPROVE TO DETERMINE WHETHER THE MEETING HAS Management For For BEEN DULY CONVENED 6. RECEIVE THE ANNUAL REPORT AND THE AUDITOR S REPORT Management For For AND OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITOR S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 13. APPROVE THE PROCEDURE FOR THE ELECTION OF A NOMINATION Management For For COMMITTEE AS SPECIFIED 7. ADOPT THE INCOME STATEMENT AND BALANCE SHEET Management For For AND THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 8. APPROVE A DIVIDEND OF SEK 5 AND AN EXTRAORDINARY Management For For DIVIDEND OF SEK 10, IN TOTALSEK 15 PER SHARE; AND THAT THE RECORD DATE IS TO BE MONDAY 19 MAY 2008 9. GRANT DISCHARGE TO THE DIRECTORS OF THE BOARD Management For For AND THE CHIEF EXECUTIVE OFFICERFROM LIABILITY 10. APPROVE THAT THE BOARD OF DIRECTORS CONSIST OF Management For For 8 DIRECTORS WITHOUT ALTERNATE DIRECTORS 11. APPROVE THAT THE REMUNERATION TO THE BOARD OF Management For For DIRECTORS INCLUDING REMUNERATION FOR THE WORK IN THE COMMITTEES OF THE BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM SHALL BE A TOTAL OF SEK 4,375,000, OF WHICH SEK 1,100,000 SHALL BE ALLOCATED TO THE CHAIRMAN OF THE BOARD AND SEK 400,000 TO EACH OF THE OTHER DIRECTORS; FOR WORK WITHIN THE AUDIT COMMITTEE, SEK 200,000 SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 75,000 TO EACH OF THE OTHER TWO MEMBERS, AND FOR WORK WITHIN THE REMUNERATION COMMITTEE SEK 50,000 SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 25,000 TO EACH OF THE OTHER THREE MEMBERS; AND THAT THE REMUNERATION TO THE AUDITORS SHALL BE PAID IN ACCORDANCE WITH AN APPROVED INVOICE 12. RE-ELECT MESSRS. ASGER AAMUND, MIA BRUNELL LIVFORS, Management For For DAVID CHANCE, DAVID MARCUS, CRISTINA STENBECK AND PELLE TORNBERG AND ELECT MR. SIMON DUFFY AND MR. ALEXANDER IZOSIMOV AS THE DIRECTORS OF THE BOARD; RE-ELECT MR. DAVID CHANCE AS THE CHAIRMAN OF THE BOARD OF DIRECTORS; AND APPROVE THAT THE BOARD OF DIRECTORS AT THE CONSTITUENT BOARD MEETING APPOINT A REMUNERATION COMMITTEE AND AN AUDIT COMMITTEE WITHIN THE BOARD OF DIRECTORS 14. APPROVE THE GUIDELINES ON REMUNERATION FOR THE Management For For SENIOR EXECUTIVES AS SPECIFIED 18.A ADOPT A PERFORMANCE BASED INCENTIVE PLAN THE Management For For PLAN AS SPECIFIED 19. CLOSING OF THE MEETING Management For For 15. APPROVE A REDUCTION OF THE COMPANY S EQUITY RESERVES Management For For BY SEK 523 MILLION FROM SEK 531 MILLION TO SEK 8 MILLION; THE REDUCTION AMOUNT SHALL BE TRANSFERRED TO THE COMPANY S NON-RESTRICTED EQUITY
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 71 of 105 16. APPROVE TO REDUCE THE COMPANY S SHARE CAPITAL Management For For BY SEK 7,585,000 BY REDEMPTION WITHOUT REPAYMENT OF 1,517,000 CLASS B SHARES WHICH THE COMPANY HAS REPURCHASED; AND THAT THE REDEMPTION AMOUNT SHALL BE TRANSFERRED TO NON-RESTRICTED EQUITY 17. AUTHORIZE THE BOARD OF DIRECTORS, ON 1 OR MORE Management For For OCCASIONS, FOR THE PERIOD UP UNTIL THE NEXT AGM, TO PASS A RESOLUTION ON REPURCHASING SO MANY CLASS A AND/OR CLASS B SHARES THAT THE COMPANY S HOLDING DOES NOT AT ANY TIME EXCEED 10% OF THE TOTAL NUMBER OF SHARES IN THE COMPANY; THE REPURCHASE OF SHARES SHALL TAKE PLACE ON THE OMX NORDIC EXCHANGE STOCKHOLM AND MAY ONLY OCCUR AT A PRICE WITHIN THE SHARE PRICE INTERVAL REGISTERED AT THAT TIME, WHERE SHARE PRICE INTERVAL MEANS THE DIFFERENCE BETWEEN THE HIGHEST BUYING PRICE AND LOWEST SELLING PRICE 18.B AMEND SECTION 5 OF THE ARTICLES OF ASSOCIATION Management For For AS SPECIFIED 18.C AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For THE NEXT AGM, TO INCREASE THE COMPANY S SHARE CAPITAL BY NOT MORE THAN SEK 2,400,000 BY THE ISSUE OF NOT MORE THAN 480,000 CLASS C SHARES, EACH WITH A RATIO VALUE OF SEK 5; WITH DISAPPLICATION OF THE SHAREHOLDERS PREFERENTIAL RIGHTS, NORDEA BANK AB PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR THE NEW CLASS C SHARES AT A SUBSCRIPTION PRICE CORRESPONDING TO THE RATIO VALUE OF THE SHARES 18.D AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For THE NEXT AGM, TO REPURCHASE ITS OWN CLASS C SHARES; THE REPURCHASE MAY ONLY BE EFFECTED THROUGH A PUBLIC OFFER DIRECTED TO ALL HOLDERS OF CLASS C SHARES AND SHALL COMPRISE ALL OUTSTANDING CLASS C SHARES; THE PURCHASE MAY BE AFFECTED AT A PURCHASE PRICE CORRESPONDING TO NOT LESS THAN SEK 5.00 AND NOT MORE THAN SEK 5.10; THE TOTAL PRICE WILL NOT EXCEED SEK 2,448,000; PAYMENT FOR THE CLASS C SHARES SHALL BE MADE IN CASH 18.E APPROVE THAT CLASS C SHARES THAT THE COMPANY Management For For PURCHASES BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE ITS OWN SHARES IN ACCORDANCE WITH RESOLUTION 18.D, FOLLOWING RECLASSIFICATION INTO CLASS B SHARES, MAY BE TRANSFERRED TO PARTICIPANTS IN ACCORDANCE WITH THE TERMS OF THE PLAN
- -------------------------------------------------------------------------------- PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK AGM MEETING DATE: 05/14/2008 ISSUER: Y7084Q109 ISIN: HK0808032913 SEDOL: B0PVBN7, B0WW4J0, B0V0LW7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Management For For REIT TOGETHER WITH THEAUDITORS REPORT FOR THE YE 31 DEC 2007 2. APPOINT THE AUDITORS OF PROSPERITY REIT AND APPROVE Management For For TO FIX THEIR REMUNERATION.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 72 of 105 - -------------------------------------------------------------------------------- PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK EGM MEETING DATE: 05/14/2008 ISSUER: Y7084Q109 ISIN: HK0808032913 SEDOL: B0PVBN7, B0WW4J0, B0V0LW7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- s.1 AMEND, PURSUANT TO CLAUSE 10.2.4 OF THE TRUST Management For For DEED CONSTITUTING PROSPERITY REIT DATED 29 NOV 2005 AS AMENDED AND SUPPLEMENTED BY A FIRST SUPPLEMENTAL DEED DATED 15 MAY 2007 THE TRUST DEED ENTERED INTO BETWEEN ARA ASSET MANAGEMENT PROSPERITY LIMITED, AS THE MANAGER OF PROSPERITY REIT THE MANAGER, AND HSBC INSTITUTIONAL TRUST SERVICES ASIA LIMITED, AS A TRUSTEE OF PROSPERITY REIT THE TRUSTEE, THE INVESTMENT STRATEGY OF PROSPERITY REIT TO EXPAND THE ASSET CLASS SCOPE TO INCLUDE OFFICE, COMMERCIAL AND RETAIL PROPERTIES, AND NOT TO CONTAIN ANY GEOGRAPHICAL RESTRICTIONS; AND AUTHORIZE THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO THE MATTERS RESOLVED UPON IN THIS RESOLUTION s.2 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For CLAUSES 5.1.6(III), 5.1.7 AND26 OF THE TRUST DEED AS SPECIFIED; AND AUTHORIZE THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO THE ABOVE AMENDMENT s.3 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For CLAUSE 5.2.2 OF THE TRUST DEED; AND AUTHORIZE THE MANAGERS, DIRECTORS AND THE TRUSTEE TO DO OR CAUSE TO BE DONE SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF PROSPERITY REIT TO GIVE EFFECT TO THE MATTERS RESOLVED IN THIS RESOLUTION s.4 AMEND, PURSUANT TO CLAUSE 26 OF THE TRUST DEED, Management For For CLAUSES 1.1, 1, 10.2.1 AND 10.5.1 OF THE TRUST DEED; AUTHORIZE THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE TO COMPLETE AND DO OR CAUSE TO BE DONE ALL SUCH ACTS AND THINGS INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED AS THE MANAGER, SUCH DIRECTOR OF THE MANAGER OR THE TRUSTEE, AS THE CASE MAY BE, MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF PROSPERITY REIT TO GIVE EFFECT TO THE ABOVE AMENDMENTS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 73 of 105 - -------------------------------------------------------------------------------- PROSPERITY REAL ESTATE INVESTMENT TRUST 0808.HK AGM MEETING DATE: 05/14/2008 ISSUER: Y7084Q109 ISIN: HK0808032913 SEDOL: B0PVBN7, B0WW4J0, B0V0LW7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 469082 DUE TO CHANGE IN VOTING 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 THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU 1. TO NOTE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Non-Voting *Management Position Unknown REIT TOGETHER WITH THEAUDITORS REPORT FOR THE YE 31 DEC 2007 2. TO NOTE THE APPOINTMENT THE AUDITORS OF PROSPERITY Non-Voting *Management Position Unknown REIT AND THE FIXING OF THEIR REMUNERATION
- -------------------------------------------------------------------------------- SANOFI-AVENTIS, PARIS SNY AGM MEETING DATE: 05/14/2008 ISSUER: F5548N101 ISIN: FR0000120578 SEDOL: B01DR51, B114ZY6, 5671735, B0CRGJ9, B043B67, B19GKJ4, 5696589, 7166239 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting *Management Position Unknown 1. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED, CREATING A PROFIT OF EUR 3,545,802,559.18 2. RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING 3. APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNING FOR THE FY: EUR 3,545,802,559.18, PRIOR RETAINED EARNINGS: EUR 4,558,248,159.23, DISTRIBUTABLE INCOME: EUR 8,104,050,718.41, DIVIDENDS: EUR 2,827,447,453.08, RETAINED EARNINGS EUR 5,276,603,265.33; RECEIVE THE NET DIVIDEND OF EUR 2.07 PER SHARE, AND WILL ENTITLE TO THE 40 % DEDUCTIONS PROVIDED BY THE FRENCH TAX CODE, THIS DIVIDEND WILL BE PAID ON 21 MAY 2008, 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, AS REQUIRED BY-LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 1.75 FOR FY 2006, EUR 1.52 FOR FY 2005, EUR 1.20 FOR FY 2004
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 74 of 105 4. APPOINT MR. M. UWE BICKER AS A DIRECTOR, TO REPLACE Management For For MR. M. RENE BAR BIER DE LA SERRE, FOR THE REMAINDER OF MR. M. RENE BARBIER DE LA SERRE S TERM OF OFFICE, I.E. UNTIL; APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2011 8. APPROVE TO RENEW THE APPOINTMENT OF MR. M. ROBERT Management For For CASTAIGNE AS A DIRECTOR FORA 2 YEAR PERIOD 5. APPOINT MR. M. GUNTER THIELEN AS A DIRECTOR, Management For For TO REPLACE MR. M. JURGEN DORMANN,FOR THE REMINDER OF MR. M. JURGEN DORMANN S TERM OF OFFICE, I.E. AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2010 6. APPOINT MS. CLAUDIE HAIGNERE AS A DIRECTOR, TO Management For For REPLACE MR. M. HUBERT MARKL, FOR THE REMAINDER OF MR. M. HUBERT MARKL S TERM OF OFFICE, I.E AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2011 7. APPOINT MR. M. PATRICK DE LACHEVARDIERE AS A Management For For DIRECTOR, TO REPLACE MR. M. BRUNO WEYMULLER, FOR THE REMAINDER OF MR.M. BRUNO WEYMULLER, TERM OF OFFICE, I.E. AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2011 9. APPROVE TO RENEW THE APPOINTMENT OF MR. M. CHRISTIAN Management For For MULLIEZ AS A DIRECTOR FOR A 2 YEAR PERIOD 10. APPROVE TO RENEW THE APPOINTMENT OF MR. JEAN Management For For MARC BRUEL AS A DIRECTOR FOR A 2YEAR PERIOD 11. APPROVE TO RENEW THE APPOINTMENT OF MR. M. THIERRY Management For For DESMAREST AS A DIRECTOR FOR A 3 YEAR PERIOD 12. APPROVE TO RENEW THE APPOINTMENT OF MR. M. JEAN Management For For FRANCOIS DEHECQ AS A DIRECTORFOR A 3 YEAR PERIOD 13. APPROVE TO RENEW THE APPOINTMENT OF MR. M. IGOR Management For For LANDAU AS A DIRECTOR FOR A 3 YEAR PERIOD 14. APPROVE TO RENEW THE APPOINTMENT OF MR. M. LINDSAY Management For For OWEN JONES AS A DIRECTOR FOR A 4 YEAR PERIOD 15. APPROVE TO RENEW THE APPOINTMENT OF MR. M. JEAN Management For For RENE FOURTOU AS A DIRECTOR FOR A 4 YEAR PERIOD 16. APPROVE TO RENEW THE APPOINTMENT OF MR. M. KLAUS Management For For POHLE AS A DIRECTOR FOR A 4 YEAR PERIOD 17. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.225.38 AND FOLLOWING ONES AND ARTICLE L.225.42.1 OF THE FRENCH COMMERCIAL CODE, APPROVE THE AFOREMENTIONED REPORT AS REGARD THE ALLOWANCE WHICH WOULD BE PAID TO MR. M. JEAN FRANCOIS DEHECQ ON THE OCCASION OF THE CESSATION OF HIS FUNCTIONS 18. RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.225.38 ET SUIVANTS ET L.225.42.1 OF THE FRENCH COMMERCIAL CODE, APPROVE THE AFOREMENTIONED REPORT AS REGARD THE ALLOWANCE WHICH WOULD BE PAID TO MR. M. GERARD LE FUR ON OCCASION OF THE CESSATION OF HIS FUNCTION 19. AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 100.00, MAXIMUM NUMBER OF SHARES TO
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 75 of 105 BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 13,659,166,440.00; AUTHORITY IS GIVEN FOR AN 18 MONTH PERIOD AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT; THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES 20. GRANT FULL POWERS TO THE BEARER OF AN ORIGINAL, Management For For A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING T CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY-LAWS
- -------------------------------------------------------------------------------- TELE2 AB TEL2A.ST AGM MEETING DATE: 05/14/2008 ISSUER: W95878117 ISIN: SE0000314312 SEDOL: 5065060, 5316779, B085590, B11JQF9, B038B07, B094251 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting *Management Position Unknown OPTION IN SWEDEN. THANK YOU. * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED 1. ELECT MR. MARTIN BORRESEN, LAWYER, AS THE CHAIRMAN Management For For OF THE MEETING 2. APPROVE THE VOTING LIST Management For For 3. APPROVE THE AGENDA Management For For 4. ELECT ONE OR TWO PERSONS TO CHECK AND VERIFY Management For For THE MINUTES 5. APPROVE TO DETERMINE WHETHER THE MEETING HAD Management For For BEEN DULY CONVENED 6. RECEIVE THE ANNUAL REPORT AND THE AUDITORS REPORT Management For For AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 7. ADOPT THE INCOME STATEMENTS AND BALANCE SHEET Management For For AND THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 8. APPROVE AN ORDINARY DIVIDEND OF SEK 3.15 PER Management For For SHARE AND AN EXTRA DIVIDEND OF SEK 4.70 PER SHARE, IN TOTAL SEK 7.85 PER SHARE; THE RECORD DATE IS TO BE 19 MAY 2008 9. GRANT DISCHARGE OF LIABILITY OF THE DIRECTORS Management For For OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER 10. APPROVE THAT THE BOARD OF DIRECTORS SHALL CONSIST Management For For OF 8 DIRECTORS WITHOUT ALTERNATE DIRECTORS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 76 of 105 11. APPROVE THAT THE REMUNERATION TO THE BOARD OF Management For For DIRECTORS INCLUDING REMUNERATION FOR THE WORK IN THE COMMITTEES OF THE BOARD OF DIRECTORS, FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM, BE A TOTAL OF SEK 4,975,000, OF WHICH SEK 1,200,000 SHALL BE ALLOCATED TO THE CHAIRMAN OF THE BOARD AND SEK 450,000 TO EACH OF THE OTHER DIRECTORS; FOR WORK WITHIN THE AUDIT COMMITTEE SEK 200,000 SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 100,000 TO EACH OF THE MEMBERS AND FOR WORK WITHIN THE REMUNERATION COMMITTEE SEK 50,000 SHALL BE ALLOCATED TO THE CHAIRMAN AND SEK 25,000 TO EACH OF THE MEMBERS; AND THAT THE REMUNERATION TO THE AUDITOR SHALL BE PAID IN ACCORDANCE WITH AN APPROVED BILL WHICH SPECIFIES TIME, PERSONS WHO WORKED AND TASKS PERFORMED 12. RE-ELECT MESSRS. MIA BRUNELL LIVFORS, VIGO CARLUND, Management For For JOHN HEPBURN, MIKE PARTON, JOHN SHAKESHAFT, CRISTINA STENBECK AND PELLE TORNBERG AS THE DIRECTORS OF THE BOARD FOR THE PERIOD UNTIL THE CLOSE OF THE NEXT AGM; APPOINT MR. VIGO CARLUND AS THE CHAIRMAN OF THE BOARD OF DIRECTORS; AND APPROVE THAT THE BOARD OF DIRECTORS, AT THE CONSTITUENT BOARD MEETING, APPOINT A REMUNERATION COMMITTEE AND AN AUDIT COMMITTEE WITHIN THE BOARD OF DIRECTORS 13. APPOINT DELOITTE AB AS THE AUDITOR WITH THE AUTHORIZED Management For For PUBLIC ACCOUNTANT MR. JAN BERNTSSON AS THE MAIN RESPONSIBLE AUDITOR, FOR A PERIOD OF 4 YEARS 14. APPROVE THE PROCEDURE OF THE NOMINATION COMMITTEE Management For For 16.a ADOPT A PERFORMANCE BASED INCENTIVE PROGRAMME Management For For THE PLAN AS SPECIFIED 15. APPROVE THE SPECIFIED GUIDELINES FOR DETERMINING Management For For REMUNERATION FOR THE SENIOR EXECUTIVES 16.b AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For THE NEXT AGM, TO INCREASE THE COMPANY S SHARE CAPITAL BY NOT MORE THAN SEK 1,062,500 BY THE ISSUE OF NOT MORE THAN 850,000 CLASS C SHARES, EACH WITH A RATIO VALUE OF SEK 1.25; WITH DISAPPLICATION OF THE SHAREHOLDERS PREFERENTIAL RIGHTS, NORDEA BANK AB PUBL SHALL BE ENTITLED TO SUBSCRIBE FOR THE NEW CLASS C SHARES AT A SUBSCRIPTION PRICE CORRESPONDING TO THE RATIO VALUE OF THE SHARES 16.c AUTHORIZE THE BOARD, DURING THE PERIOD UNTIL Management For For THE NEXT AGM, TO REPURCHASE ITS OWN CLASS C SHARES; THE REPURCHASE MAY ONLY BE EFFECTED THROUGH A PUBLIC OFFER DIRECTED TO ALL HOLDERS OF CLASS C SHARES AND SHALL COMPRISE ALL OUTSTANDING CLASS C SHARES; THE PURCHASE MAY BE EFFECTED AT A PURCHASE PRICE CORRESPONDING TO NOT LESS THAN SEK 1.25 AND NOT MORE THAN SEK 1.35; PAYMENT FOR THE CLASS C SHARES SHALL BE MADE IN CASH 16.d APPROVE THAT CLASS C SHARES THAT THE COMPANY Management For For PURCHASES BY VIRTUE OF THE AUTHORIZATION TO REPURCHASE ITS OWN SHARES IN ACCORDANCE WITH RESOLUTION 16.C, FOLLOWING RECLASSIFICATION INTO CLASS B SHARES, MAY BE TRANSFERRED TO PARTICIPANTS IN ACCORDANCE WITH THE TERMS OF THE PLAN 17. AUTHORIZE THE BOARD OF DIRECTORS TO PASS A RESOLUTION, Management For For ON ONE OR MORE OCCASIONS, FOR THE PERIOD UP UNTIL THE NEXT AGM, ON PURCHASING SO MANY CLASS A AND/OR CLASS B SHARES THAT THE COMPANY S HOLDING DOES NOT AT ANY TIME EXCEED 10 % OF THE TOTAL NUMBER OF SHARES IN THE COMPANY.; THE PURCHASE OF SHARES SHALL TAKE PLACE ON THE OMX NORDIC EXCHANGE STOCKHOLM AND MAY ONLY OCCUR AT A PRICE WITHIN THE SHARE PRICE INTERVAL REGISTERED AT THAT TIME, WHERE SHARE PRICE INTERVAL MEANS THE DIFFERENCE BETWEEN THE HIGHEST BUYING PRICE AND LOWEST SELLING PRICE; AND TO PASS A RESOLUTION, ON ONE OR MORE OCCASIONS,
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 77 of 105 FOR THE PERIOD UP UNTIL THE NEXT AGM, ON TRANSFERRING THE COMPANY S OWN CLASS A AND/OR CLASS B SHARES ON THE OMX NORDIC EXCHANGE STOCKHOLM OR IN CONNECTION WITH AN ACQUISITION OF COMPANIES OR BUSINESSES; THE TRANSFER OF SHARES ON THE OMX NORDIC EXCHANGE STOCKHOLM MAY ONLY OCCUR AT A PRICE WITHIN THE SHARE PRICE INTERVAL REGISTERED AT THAT TIME; THE AUTHORIZATION INCLUDES THE RIGHT TO RESOLVE ON DISAPPLICATION OF THE PREFERENTIAL RIGHTS OF SHAREHOLDERS AND THAT PAYMENT SHALL BE ABLE TO BE MADE IN OTHER FORMS THAN CASH 18. CLOSING OF THE MEETING Management For For
- -------------------------------------------------------------------------------- CHRISTIAN DIOR SA, PARIS CDI.PA MIX MEETING DATE: 05/15/2008 ISSUER: F26334106 ISIN: FR0000130403 SEDOL: 4194545, B28FRS7, 4069030, 5690097, B02PS53, 4061393 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS; APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED TO THE MEETING O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS; APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED; GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING THE SAID FY O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY ARTICLE L.225.38 AND L.225.42.1 LAST PARAGRAPH OF THE FRENCH COMMERCIAL CODE; APPROVE THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR 337,626,271.75 PRIOR RETAINED EARNINGS: EUR 5,785,390.55, DISTRIBUTABLE INCOME: EUR 343,411,662.30 DIVIDENDS: EUR 292,580,547.28 ASSIGNMENT IN ORDINARY RESERVES: EUR 28,758,380.33 RETAINED EARNINGS: EUR 22,072,734.69 BALANCE AVAILABLE FOR DISTRIBUTION: EUR 343,411,662.30 AN INTERIM DIVIDEND OF EUR 0.44 PER SHARE HAVING BEEN PAID ON 03 DEC 2007, THE SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 1.17 PER SHARE, AND WILL ENTITLE TO THE 40 % DEDUCTION PROVIDED BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE PAID ON 23 MAY 2008; 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 ALLOCATE D TO THE RETAINED EARNINGS ACCOUNT; AS REQUIRED BY LAW
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 78 of 105 O.5 APPROVE TO RENEW THE APPOINTMENT OF MR. BERNARD Management For For ARNAULT AS A DIRECTOR FOR A 3YEAR PERIOD O.8 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 147,715.00 Management For For TO THE BOARD OF DIRECTORS O.6 APPROVE TO RENEW THE APPOINTMENT OF MR. SYDNEY Management For For TOLEDANO AS A DIRECTOR FOR A 3YEAR PERIOD O.7 APPROVE TO RENEW THE APPOINTMENT OF MR. PIERRE Management For For GODE AS A DIRECTOR FOR A 3 YEAR PERIOD O.9 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management For For THE COMPANY S SHARES ON THE OPENMARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 130.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10 % OF THE SHARE CAPITAL MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 2,400,000,000.00; AUTHORIZATION IS GIVEN FOR AN 18 MONTH PERIOD; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 MAY 2007 E.10 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For For SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10 % OF THE SHARE CAPITAL OVER A 24 MONTH PERIOD; AUTHORIZATION IS GIVEN FOR AN 18 MONTH PERIOD; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 10 MAY 2007 E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIZATION IS GIVEN FOR A 38 MONTH PERIOD; AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 1% OF THE SHARE CAPITAL THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 12; APPROVE TO DECIDES THE CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF BENEFICIARIES OF ALLOTTED SHARES FREE OF CHARGE; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 12 MAY 2007 E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORIZATION IS GIVEN FOR A 26 MONTH PERIOD; AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 3% OF THE SHARE CAPITAL; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 11; AND THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; APPROVE TO DECIDES TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF EMPLOYEES OF THE GROUP AND THE COMPANIES WHICH ARE LINKED TO IT MEMBERS OF A CORPORATE SAVINGS PLAN
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 79 of 105 - -------------------------------------------------------------------------------- LADBROKES PLC LAD.L AGM MEETING DATE: 05/16/2008 ISSUER: G5337D107 ISIN: GB00B0ZSH635 SEDOL: B0ZSH63, B1321T5, B100LK3 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND ADOPT THE REPORTS OF THE DIRECTORS Management For For AND THE AUDITOR AND THE ACCOUNTS OF THE COMPANY FOR THE YE 31 DEC 2007 2. DECLARE THE FINAL DIVIDEND OF 9.05P ON EACH OF Management For For THE ORDINARY SHARES ENTITLED THERETO IN RESPECT OF THE YE 31 DEC 2007 3. RE-APPOINT MR. C. BELL AS A DIRECTOR OF THE COMPANY, Management For For WHO RETIRES BY ROTATION 4. RE-APPOINT MR. C.P. WICKS AS A DIRECTOR OF THE Management For For COMPANY, WHO RETIRES BY ROTATION 5. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR TO Management For For THE COMPANY AND AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION OF THE AUDITOR 6. APPROVE THE 2007 DIRECTORS REMUNERATION REPORT Management For For 7. AUTHORIZE THE COMPANY AND ALL COMPANIES THAT Management For For ARE SUBSIDIARIES OF THE COMPANY,FOR THE PURPOSE OF SECTION 366 OF THE COMPANIES ACT 2006 AND , TO MAKE DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 50,000; AND MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 50,000; AND INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000, PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATION AND EXPENDITURE SHALL NOT EXCEED GBP 50,000; AUTHORITY EXPIRES AT THE DATE OF THE AGM OF THE COMPANY HELD IN 2009 8. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES WITH IN THE MEANING OF THAT SECTION UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 56,123,995; AUTHORITY EXPIRES EARLIER THE DATE OF THE AGM OF THE COMPANY HELD IN 2009 OR ON 30 JUN 2009; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.9 AUTHORIZE THE DIRECTORS, TO ALLOT EQUITY SECURITIES Management For For SECTION 94 OF THE COMPANIES ACT 1985 THE ACT PURSUANT TO THE AUTHORITY FOR THE PURPOSES OF SECTION 80 OF THE ACT CONFERRED BY THE ORDINARY RESOLUTION PASSED AT THE 2008 AGM OF THE COMPANY AND TO SELL EQUITY SECURITIES WHICH IMMEDIATELY BEFORE THE SALE ARE HELD BY THE COMPANY AS TREASURY SHARESSECTION 162A OF THE ACT IN EACH CASE, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1), PROVIDED THAT THIS POWER IS LIMITED TO: A) UP TO AN AGGREGATE NOMINAL AMOUNT GBP 8,662,866; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 56,123,995; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD IN 2009 OR IF EARLIER, ON 30 JUN 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
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 80 of 105 S.10 AUTHORIZE THE COMPANY, TO MAKE ONE OR MORE MARKET Management For For PURCHASES SECTION 163(3) OF THE COMPANIES ACT 1985 (THE ACT) OF UP TO 61,149,640 SHARES REPRESENTING OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL OF 28 1/3P EACH, AT A MINIMUM PRICE WHICH MAY BE PAID FOR THE ORDINARY PER SHARE AND THE MAXIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS AN AMOUNT EQUAL TO 105% OF THE AVERAGE MARKET VALUE OF SHARES AS DERIVED FROM THEMED-MARKET PRICE OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES AT EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY TO BE HELD 2009 OR IF EARLIER ON 30 JUN 2009; THE COMPANY MAY MAKE A CONTRACT TO PURCHASE SHARES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY 11. APPROVE TO EXTEND THE TERM OF THE LADBROKES PLC Management For For 1978 SHARE OPTION SCHEME TO FURTHER 10 YEARS UNTIL 2018 AND AUTHORIZE THE DIRECTORS OF THE COMPANY TO DO ALL ACTS AND THINGS NECESSARY TO PUT THE EXTENSION OF THE SCHEME INTO EFFECT S.12 AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For For BY DELETING ARTICLES 121 DIRECTOR MAY HAVE INTEREST AND 122 DISCLOSURE OF INTEREST TO BOARD AND SUBSTITUTING FOR THOSE ARTICLES THE AS SPECIFIED
- -------------------------------------------------------------------------------- TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008 ISSUER: F92124100 ISIN: FR0000120271 SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3, B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1, B15C5P7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE. O.1 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, AND THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007 O.2 APPROVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM PRESENTED TO THE MEETING O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44, BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51 DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS: EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006, EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY 2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 81 of 105 EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE, 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.4 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE; AND THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. THIERRY DESMAREST O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD O.6 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. CHRISTOPHE DE MARGERIE O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 7,050,558,160.00; AUTHORITY SHALL EXPIRE AFTER 18 MONTHS PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES THE FRACTION UNUSED; AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS RESOLUTION 5 O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For JACQUILLAT AS A DIRECTOR FORA 3-YEAR PERIOD O.10 APPROVE TO RENEW THE APPOINTMENT OF LORD PETER Management For For LEVENE OF PORTSPOKEN AS A DIRECTOR FOR A 3-YEAR PERIOD O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES; TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW AND UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS; AUTHORITY SHALL EXPIRE AFTER 26 MONTHS; AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 82 of 105 ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY SHALL EXPIRE AFTER 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 13; AND TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW CAPITAL AFTER EACH INCREASE E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY SHALL EXPIRE AFTER 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY SHALL EXPIRE AFTER 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL INCREASE IS RESERVED; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE SHARE CAPITAL; AUTHORITY SHALL EXPIRE AFTER 38 MONTHS; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN ITS RESOLUTION NO.13
- -------------------------------------------------------------------------------- TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008 ISSUER: F92124100 ISIN: FR0000120271 SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3, B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1, B15C5P7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 447484 DUE TO ADDITION OFRESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM PRESENTED TO THE MEETING
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 83 of 105 O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44, BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51 DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS: EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006, EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY 2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE, 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.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. THIERRY DESMAREST O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. CHRISTOPHE DE MARGERIE O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 7,050,558,160.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES THE FRACTION UNUSED; AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS RESOLUTION 5 O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For JACQUILLAT AS A DIRECTOR FORA 3-YEAR PERIOD O.10 APPROVE TO RENEW THE APPOINTMENT OF MR. LORD Management For For PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR A 3-YEAR PERIOD O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES; TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW AND UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 84 of 105 B. AMEND THE ARTICLE 12 OF THE BYLAWS Management For For E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 13; AND TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW CAPITAL AFTER EACH INCREASE E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL INCREASE IS RESERVED; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN ITS RESOLUTION NO.13 A. APPROVE TO RENEW THE TERMS OF OFFICE OF MR. MANTOINE Management For For JEANCOURT GALIGNANI AS ADIRECTOR C. AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES; THEY MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF 26 MONTH PERIOD; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 13; TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES OF THE SHARES THAT ARE GRANTED; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 85 of 105 * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE
- -------------------------------------------------------------------------------- TOTAL SA, COURBEVOIE TOT MIX MEETING DATE: 05/16/2008 ISSUER: F92124100 ISIN: FR0000120271 SEDOL: B15C557, B19GK61, 4617462, 5180628, 5638279, 5836976, B1YYWP3, B15CVJ3, B15C5S0, B15C7G2, 0214663, 4905413, B030QX1, B128WJ1, B15C5P7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON THE 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 CUSTODIAN ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 447484 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS, AND APPROVE THE COMPANY S FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For For AND THE AUDITORS AND APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN THE FORM PRESENTED TO THE MEETING O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For For AND RESOLVES THAT THE INCOME FOR THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE FY: EUR 5,778,925,418.44, BALANCE AVAILABLE FOR DISTRIBUTION: EUR 8,275,800,768.51 DIVIDENDS: EUR 4,983,591,440.79 AS RETAINED EARNINGS: EUR 3,292,209,327.72 AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS FOLLOWS: EUR 4,426.30 FOR FY 2006, EUR 3,930.90 FOR FY 2005, EUR 3,339.80 FOR FY 2004; THE INTERIM DIVIDEND OF EUR 1.00 WAS ALREADY PAID ON 16 NOV 2007, THE REMAINING DIVIDEND OF EUR 1.07 WILL BE PAID ON 23 MAY 2008, AND WILL ENTITLE NATURAL PERSONS TO THE 50% ALLOWANCE, 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
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 86 of 105 O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE DURING THE FY O.11 APPOINT MS. PATRICIA BARBIZET AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD O.5 APPROVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. THIERRY DESMAREST O.6 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For For AGREEMENTS GOVERNED BY THE ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR. CHRISTOPHE DE MARGERIE O.7 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For For THE COMPANY S SHARES ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE: EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 7,050,558,160.00; AUTHORITY EXPIRES AT THE END OF 18 MONTHS PERIOD; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORIZE SUPERSEDES THE FRACTION UNUSED; AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 11 MAY 2007 IN ITS RESOLUTION 5 O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. M. PAUL Management For For DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR PERIOD O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. BERTRAND Management For For JACQUILLAT AS A DIRECTOR FOR A 3-YEAR PERIOD O.10 APPROVE TO RENEW THE APPOINTMENT OF MR. LORD Management For For PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR A 3-YEAR PERIOD O.12 APPOINT MR. M. CLAUDE MANDIL AS A DIRECTOR FOR Management For For A 3-YEAR PERIOD E.13 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND OR DEBT SECURITIES; TO INCREASE THE SHARE CAPITAL, IN 1 OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR 10,000,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY-LAW AND UNDER THE BY-LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF THESE METHODS; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.14 AUTHORIZE THE BOARD OF DIRECTORS TO TAKE NECESSARY Management For For POWERS TO INCREASE THE CAPITAL, ON 1 OR MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY SHARES OR DEBT SECURITIES; THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED EUR 10,000,000,000.00; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 13; AND TO CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS NECESSARY TO RAISE THE LEGAL RESERVE TO 1-10 OF THE NEW CAPITAL AFTER EACH INCREASE
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 87 of 105 E.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL UP TO 10% OF THE SHARE CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 14; AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For For THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY EXPIRES AT THE END OF 26 MONTHS; THE NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL INCREASE IS RESERVED; THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT E.17 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR Management For For FREE, ON 1 OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, THEY MAY NOT REPRESENT MORE THAN 0.8% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE END OF 38 MONTHS; TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN ITS RESOLUTION NO.13 A. PLEASE NOTE THAT THIS A SHAREHOLDERS PROPOSAL: Shareholder Against For APPROVE TO REMOVE THE TERMS OF OFFICE OF MR. MANTOINE JEANCOURT GALIGNANI AS A DIRECTOR B. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against For AMEND THE ARTICLE 12 OF THE BYLAWS C. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder Against For AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, FOR FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES; THEY MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL AUTHORITY EXPIRES AT THE END OF 26 MONTH PERIOD; THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION 13; TO CANCEL THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE BENEFICIARIES OF THE SHARES THAT ARE GRANTED; AND TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 88 of 105 - -------------------------------------------------------------------------------- ALLIANZ SE, MUENCHEN AZ AGM MEETING DATE: 05/21/2008 ISSUER: D03080112 ISIN: DE0008404005 SEDOL: 5242487, 5766749, B030T87, B1FVBS9, 0048646, 7158333, 0018490, 5231485, 5479531 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES AT THE COMPANYS MEETING. * AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting *Management Position Unknown REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK YOU * PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting *Management Position Unknown DEPENDING ON SOME SUBCUSTODIANS PROCESSING IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown ANNUAL REPORT FOR THE 2007 FY WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP ANNUAL REPORT, AND THE REPORT OF THE BOARD OF MANAGING DIRECTORS PURSUANT TO SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL CODE 2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE Management For For PROFIT OF EUR 2,475,825,000 AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 5.50 PER NO-PAR SHARE EX-DIVIDEND AND PAYABLE DATE: 22 MAY 2008 3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For For DIRECTORS 4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For For 5. AUTHORIZATION TO ACQUIRE OWN SHARES FOR PURPOSES Management For For OF SECURITIES TRADING FINANCIAL INSTITUTIONS IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES OF THE COMPANY, AT PRICES NOT DEVIATING MORE THAN 10% FROM THE MARKET PRICE ON OR BEFORE 20 NOV 2009, THE TRADING 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 6. AUTHORIZATION TO ACQUIRE OWN SHARES FOR PURPOSES Management For For OTHER THAN SECURITIES TRADING THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF 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 ARE ACQUIRED BY WAY OF ARE PURCHASE OFFER, ON OR BEFORE 20 NOV 2009 THE BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN THE STOCK EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE TO USE THE SHARES FOR ACQUISITION PURPOSES TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES, TO USE THE SHARES FOR THE FULFILLMENT OF CONVERSION OR OPTION RIGHTS TO USE UP TO 124,187 OWN SHARES WITHIN THE SCOPE OF THE COMPANY S STOCK OPTION PLAN, TO OFFER UP TO 5,000,000 SHARES TO EMPLOYEES OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE THE SHARES 7. AUTHORIZATION TO USE DERIVATIVES FOR THE ACQUISITION Management For For OF OWN SHARES THE COMPANY SHALL ALSO BE AUTHORIZED TO USE PUT AND CALL OPTIONS FOR THE ACQUISITION OF OWN SHARES OF UP TO 5% OF THE COMPANY S SHARE CAPITAL, AT A PRICES NOT DEVIATING MORE THAN 10 FROM THE MARKET PRICE OF THE SHARES
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 89 of 105 8. AMENDMENT TO THE ARTICLE OF ASSOCIATION IN RESPECT Management For For OF MEMBERS OF THE NOMINATION COMMITTEE SHALL NOT RECEIVE AN ADDITIONAL REMUNERATION 9. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For For WITH THE COMPANY S WHOLLY OWNED SUBSIDIARY ALLIANZ INVESTMENT MANAGEMENT SE, EFFECTIVE RETROACTIVELY FROM 01 JUL 2007 UNTIL AT LEAST 30 JUN 2012 10. APPROVAL OF THE CONTROL AND PROFIT TRANSFER AGREEMENT Management For For WITH THE COMPANY S WHOLLY OWNED SUBSIDIARY ALLIANZ ARGOS 14 GMBH, EFFECTIVE RETROACTIVELY FROM 01 NOV 2007 UNTIL AT LEAST 31 OCT 2012
- -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC GSK AGM MEETING DATE: 05/21/2008 ISSUER: G3910J112 ISIN: GB0009252882 SEDOL: B01DHS4, 4907657, 0925288 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For For FINANCIAL STATEMENTS FOR THE YE 31 DEC 2007 2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For For DEC 2007 3. ELECT MR. ANDREW WITTY AS A DIRECTOR Management For For 4. ELECT MR. CHRISTOPHER VIEHBACHER AS A DIRECTOR Management For For 5. ELECT PROFESSOR SIR ROY ANDERSON AS A DIRECTOR Management For For 6. RE-ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Management For For 7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR Management For For 8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR Management For For 9. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT Management For For PRICEWATERHOUSECOOPERS LLP AS THEAUDITORS TO THE COMPANY TO HOLD OFFICE FROM THE END OF THE NEXT MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 10. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For For REMUNERATION OF THE AUDITORS 11. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For For 366 OF THE COMPANIES ACT 2006 THE 2006 ACT, TO MAKE DONATIONS TO POLITICAL ORGANIZATIONS AS DEFINED IN SECTION 363 OF THE 2006 ACT, NOT EXCEEDING GBP 50,000 IN TOTAL AND POLITICAL EXPENDITURE, AS DEFINED IN SECTION 365 OF THE 2006 ACT UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM IN 2009 OR 20 NOV 2009 12. AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR Management For For ALL SUBSTITUTING AUTHORITIES, TOEXERCISE ALL POWERS OF THE COMPANY TO ALLOT RELEVANT SECURITIES SECTION 80 OF THE ACT UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 456,791,387; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S AGM TO BE HELD IN 2009 OR 20 NOV 2009; 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.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management For For ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION AND PURSUANT TO SECTION 95 OF THE ACT, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS BY RESOLUTION 12 AND /OR WHERE SUCH ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A)OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1),
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 90 of 105 PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS 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 SHARES; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 68,525,560; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD IN 2009 OR ON 20 NOV 2009; AND 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.14 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For For 166 OF THE 1985 ACT, TO MAKE MARKET PURCHASES SECTION 163 OF THE 1985 ACT OF UP TO 584,204,484 ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS AND THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE LONDON STOCK EXCHANGE OFFICIAL LIST AT THE TIME THE PURCHASE IS CARRIED OUT; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY TO BE HELD IN 2009 OR ON 20 NOV 2009; 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.15 ADOPT THE ARTICLES OF THE ASSOCIATION OF THE Management For For COMPANY IN SUBSTITUTION FOR, ANDTO THE EXCLUSION OF, ALL EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY
- -------------------------------------------------------------------------------- THE SWATCH GROUP AG, NEUENBURG UHR AGM MEETING DATE: 05/21/2008 ISSUER: H83949133 ISIN: CH0012255144 BLOCKING SEDOL: B06MKF4, 7184736, B00SKY7, B11FKQ6 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register Take No Action BE NOTIFIED TO THE COMPANY REGISTRAR 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 ISSUED REQUESTING YOUR VOTING INSTRUCTIONS * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF ACTUAL 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.
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 91 of 105 - -------------------------------------------------------------------------------- THE SWATCH GROUP AG, NEUENBURG UHR OGM MEETING DATE: 05/21/2008 ISSUER: H83949133 ISIN: CH0012255144 BLOCKING SEDOL: B06MKF4, 7184736, B00SKY7, B11FKQ6 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. * PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown NOTICE SENT UNDER MEETING438794, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 RECEIVE THE 2007 ANNUAL REPORT OF THE BOARD OF Management Take No Action DIRECTORS 1.2 RECEIVE THE 2007 FINANCIAL STATEMENTS BALANCE Management Take No Action SHEET, INCOME STATEMENT AND NOTES AND 2007CONSOLIDATED FINANCIAL STATEMENTS 1.3 RECEIVE THE STATUTORY AUDITORS REPORT Management Take No Action 1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management Take No Action 2. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Take No Action 3. APPROVE THE APPROPRIATION OF THE NET INCOME Management Take No Action 4. APPROVE THE NOMINATION OF THE STATUTORY AUDITORS Management Take No Action 5. APPROVE TO REDUCE THE SHARE CAPITAL ADAPTATION Management Take No Action OF ARTICLE 4 OF THE STATUTES
- -------------------------------------------------------------------------------- CERMAQ ASA CEQ.OL OGM MEETING DATE: 05/22/2008 ISSUER: R1536Z104 ISIN: NO0010003882 SEDOL: B0N3Y14, B28FQN5, B0LX580, B0R8B58 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE * MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting *Management Position Unknown OWNER INFORMATION FOR ALL VOTEDACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED * PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown 1. OPENING OF THE MEETING BY THE CHAIRMAN OF THE Management For For BOARD, REGISTRATION OF THE ATTENDING SHAREHOLDERS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 92 of 105 2. ELECT 1 PERSON TO SIGN THE MINUTES TOGETHER WITH Management For For THE CHAIRMAN OF THE MEETING 3. APPROVE THE NOTICE OF THE MEETING AND THE PROPOSED Management For For AGENDA 4. APPROVE THE ANNUAL ACCOUNTS AND THE BOARD S ANNUAL Management For For REPORT FOR 2007, HEREUNDERTHE GROUP ACCOUNTS, GROUP CONTRIBUTION AND ALLOCATION OF THE ANNUAL RESULT 5. APPROVE THE BOARD S STATEMENT AS TO SALARIES Management For For AND OTHER REMUNERATION OF THE SENIOR MANAGEMENT 6. APPROVE THE POWER OF ATTORNEY TO ACQUIRE OWN SHARES Management For For 7. APPROVE THE AUDITOR S REMUNERATION Management For For 8. APPROVE THE REMUNERATION TO THE DIRECTORS OF Management For For THE BOARD AND THE MEMBERS OF THEELECTION COMMITTEE 9. ELECT A NEW DIRECTOR OF THE BOARD Management For For 10. ELECT THE NEW MEMBERS TO THE ELECTION COMMITTEE Management For For 11. APPROVE THE PROPOSALS RECEIVED Management For For
- -------------------------------------------------------------------------------- CHEUNG KONG (HOLDINGS) LTD, CENTRAL DISTRICT 0001.HK AGM MEETING DATE: 05/22/2008 ISSUER: Y13213106 ISIN: HK0001000014 SEDOL: 6190273, B16PML0, B01XX20, 5633100, 6191458 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting *Management Position Unknown OF CONSERVATIVE 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. 1. RECEIVE THE AUDITED FINANCIAL STATEMENTS, THE Management For For REPORT OF THE DIRECTORS AND THE INDEPENDENT AUDITOR S REPORT FOR THE YE 31 DEC 2007 2. DECLARE A FINAL DIVIDEND Management For For 3.1 ELECT MR. LI KA-SHING AS A DIRECTOR Management For For 3.2 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For For 3.3 ELECT MR. CHUNG SUN KEUNG, DAVY AS A DIRECTOR Management For For 3.4 ELECT MS. PAU YEE WAN, EZRA AS A DIRECTOR Management For For 3.5 ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For For 3.6 ELECT MR. SIMON MURRAY AS A DIRECTOR Management For For 3.7 ELECT MR. CHEONG YING CHEW, HENRY AS A DIRECTOR Management For For 4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For For AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 5.1 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For For OF ADDITIONAL SHARES NOT EXCEEDING 20% OF THE EXISTING ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THIS RESOLUTION UNTIL THE NEXT AGM RELEVANT PERIOD, SUCH MANDATE TO INCLUDE THE GRANTING OF OFFERS OR OPTIONS INCLUDING BONDS AND DEBENTURES CONVERTIBLE INTO SHARES OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR CONVERTIBLE DURING OR AFTER THE RELEVANT PERIOD
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 93 of 105 5.2 AUTHORIZE THE DIRECTORS DURING THE RELEVANT PERIOD Management For For TO REPURCHASE SHARES OF HKD 0.50 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 OR OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME TO TIME, BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY APPROVED, THE AGGREGATE NOMINAL AMOUNT OF SHARES OF THE COMPANY TO BE REPURCHASED BY THE COMPANY PURSUANT TO THE APPROVAL IN THIS RESOLUTION SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT THE DATE OF THIS RESOLUTION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY; AND AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY; THE EXPIRATION OF THE PERIOD WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED BY LAW TO BE HELD 5.3 APPROVE THAT THE GENERAL MANDATE GRANTED TO THE Management For For DIRECTORS TO ISSUE AND DISPOSE OF ADDITIONAL SHARES PURSUANT TO RESOLUTION 5.1 BE EXTENDED BY THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 5.2, 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
- -------------------------------------------------------------------------------- INTERCONTINENTAL HOTELS GROUP PLC, WINDSOR IHG AGM MEETING DATE: 05/30/2008 ISSUER: G4804L122 ISIN: GB00B1WQCS47 SEDOL: B1WQCS4, B1Y93Z5, B1XJ2Q0 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. APPROVE THE RECEIPT OF FINANCIAL STATEMENTS Management For For 2. APPROVE THE REMUNERATION REPORT Management For For 3. DECLARE THE FINAL DIVIDEND Management For For 4.A RE-ELECT MR. ANDREW COSSLETT Management For For 4.B RE-ELECT MR. DAVID KAPLER Management For For 4.C RE-ELECT MR. RALPH KUGLER Management For For 4.D RE-ELECT MR. ROBERT C. LARSON Management For For 4.E ELECT MS. YING YEH Management For For 5. RE-APPOINT THE AUDITORS Management For For 6. GRANT AUTHORITY TO SET THE AUDITORS REMUNERATION Management For For 7. APPROVE THE POLITICAL DONATIONS Management For For 8. APPROVE THE ALLOTMENT OF SHARES Management For For S.9 APPROVE TO DISAPPLY THE PRE-EMPTION RIGHTS Management For For S.10 GRANT AUTHORITY TO PURCHASE OWN SHARES Management For For S.11 APPROVE THE ARTICLES OF ASSOCIATION AND THE COMPANIES Management For For ACT 2006
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 94 of 105 - -------------------------------------------------------------------------------- FINMECCANICA SPA, ROMA FNC.MI OGM MEETING DATE: 06/05/2008 ISSUER: T4502J151 ISIN: IT0003856405 BLOCKING SEDOL: B0DKSG8, B0ZSHV8, B0DJNG0, B0DSFM7 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT IN THE EVENT MEETING DOES NOT Non-Voting *Management Position Unknown REACH QUORUM, THERE WILL BE A SECOND CALL ON 06 JUNE 2008 AT 11:00 AM. 1. ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED Management Take No Action 31 DECEMBER 2007; REPORTS OF THE BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS; RELATED RESOLUTIONS. 2. DESIGNATION OF THE NUMBER OF MEMBERS OF THE BOARD Management Take No Action OF DIRECTORS. 3. DESIGNATION OF THE TERM OF OFFICE OF THE BOARD Management Take No Action OF DIRECTORS. * PLEASE NOTE THAT THIS MEETING HAS BEEN SET UP Non-Voting *Management Position Unknown WITH SPIN CONTROL AND YOU MAY ONLY VOTE FOR ONE OUT OF THE TWO DIRECTOR SLATES PRESENTED IN RESOLUTIONS 4.1 AND 4.2 4.1 LIST PRESENTED BY MEDIOBANCA, REPRESENTING 1.002% Shareholder Take No Action OF FINMECCANICA STOCK CAPITAL WITH VOTING RIGHT: 1 PIERGIORGIO ALBERTI; 2 RICHARD GRECO; 3 MAURIZIO DE TILLA; 4 ANDREA BOLTHO. 4.2 LIST PRESENTED BY MINISTRY OF ECONOMY AND TREASURY Shareholder Take No Action HOLDING 33.7% OF FINMECCANICA STOCK CAPITAL WITH VOTING RIGHT: 1.MR. PIER FRANCESCO GUARGUAGLINI (CHAIRMAN); 2. MR. FRANCO BONFERRONI; 3. MR. DARIO GALLI; 4. MR. FRANCESCO PARLATO; 5. MR. NICOLA SQUILLACE; 6. MR. RICCARDO VARALDO; 7. MR. GUIDO VENTURONI. 5. APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS. Management Take No Action 6. INDICATION OF THE EMOLUMENTS OF THE BOARD OF DIRECTORS. Management Take No Action
- -------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS PBR SPECIAL MEETING DATE: 06/09/2008 ISSUER: 71654V408 ISIN: SEDOL: VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 01 TO APPROVE THE DISPOSAL OF THE CONTROL OF THE Management For For SUBSIDIARY OF PETROBRAS, DAPEAN PARTICIPACOES S.A., BY MEANS OF THE MERGER INTO THIS COMPANY OF FASCIATUS PARTICIPACOES S.A., A TRANSACTION INSERTED IN THE SPHERE OF THE INVESTMENT AGREEMENT ENTERED INTO AMONG PETROBRAS, PETROBRAS QUIMICA S.A. - PETROQUISA AND UNIPAR-UNIAO DE INDUSTRIAS PETROQUIMICAS S.A., FOR THE CREATION OF A PETROCHEMICAL COMPANY, ACCORDING TO A MATERIAL FACT OF NOVEMBER 30, 2007.
- -------------------------------------------------------------------------------- ARIAKE JAPAN CO.,LTD. 2815 AGM MEETING DATE: 06/19/2008 ISSUER: J01964105 ISIN: JP3125800007 SEDOL: 6049632 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1 APPROVE APPROPRIATION OF PROFITS Management For For 2.1 APPOINT ACCOUNTING AUDITORS Management For For 2.2 APPOINT ACCOUNTING AUDITORS Management For For 3 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For DIRECTORS AND CORPORATEAUDITORS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 95 of 105 - -------------------------------------------------------------------------------- KEYENCE CORPORATION KEE.F AGM MEETING DATE: 06/19/2008 ISSUER: J32491102 ISIN: JP3236200006 SEDOL: B02HPZ8, 6490995, 5998735 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1 APPROVE APPROPRIATION OF PROFITS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 4 APPOINT A SUBSTITUTE CORPORATE AUDITOR Management For For 5 APPROVE PAYMENT OF ACCRUED BENEFITS ASSOCIATED Management For For WITH ABOLITION OF RETIREMENTBENEFIT SYSTEM FOR CURRENT CORPORATE OFFICERS 6 AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For For OFFICERS
- -------------------------------------------------------------------------------- SQUARE ENIX CO.,LTD. EI4.BE AGM MEETING DATE: 06/21/2008 ISSUER: J7659R109 ISIN: JP3164630000 SEDOL: B01ZWM9, 5798418, B0221S8, 6309262 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 3. APPROVAL OF THE PLAN FOR AN INCORPORATION-TYPE Other For For COMPANY SPLIT 4. AMEND THE ARTICLES OF INCORPORATION Management For For 5. APPROVAL OF PARTIAL AMENDMENTS TO THE EXERCISE Management For For CONDITIONS OF THE STOCK OPTIONS 6. DETERMINATION OF CONTENTS AND AMOUNT OF NON-MONETARY Management For For REMUNERATIONS OF DIRECTORS AS STOCK-COMPENSATION-TYPE OPTIONS 7. APPROVE PAYMENT OF ACCRUED BENEFITS ASSOCIATED Management For For WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM FOR CURRENT CORPORATE OFFICERS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 96 of 105 - -------------------------------------------------------------------------------- COCA-COLA HELLENIC BOTTLING CO S A CCHBF.PK AGM MEETING DATE: 06/23/2008 ISSUER: X1435J105 ISIN: GRS104111000 BLOCKING SEDOL: 0964850, 5890433, B0338M3, 4420723 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown 1. RECEIVE THE MANAGEMENT REPORT BY THE BOARD OF Management Take No Action DIRECTOR AND OF THE AUDIT CERTIFICATE BY THE COMPANY S CHARTERED AUDITOR ACCOUNTANT ON THE COMPANY S FINANCIALS STATEMENTS AND ACTIVITIES FOR THE FY WHICH ENDED 31 DEC 2007 2. APPROVE THE COMPANY S ANNUAL FINANCIAL STATEMENTS Management Take No Action FOR THE FY WHICH ON 31 DEC 2007 AND THE CONSOLIDATED FINANCIAL STATEMENTS 3. APPROVE TO RELEASE THE MEMBERS OF THE BOARD OF Management Take No Action DIRECTORS AND THE AUDITORS OF THE COMPANY FROM ANY LIABILITY FOR THEIR ACTIVITY DURING THE FY THAT ENDED ON 31 DEC 2007 4. APPROVE THE SALARIES OF THE MEMBERS OF THE BOARD Management Take No Action OF DIRECTOR FOR THEIR PARTICIPATION IN THE MEETINGS OF THE BOARD OF DIRECTOR AND THEIR SERVICES TO THE COMPANY FOR THE FY 2007 AND PRE APPROVAL OF THE SALARIES FOR THE FY 2008 5. ELECT THE AUDITORS FOR THE FY 2008 AND APPROVE Management Take No Action TO DETERMINE THEIR SALARIES 6. APPROVE THE DISTRIBUTION OF PROFITS FOR THE FY Management Take No Action 2007 7. ELECT OF NEW MEMBERS OF THE BOARD OF DIRECTOR, Management Take No Action SUBSTITUTING MEMBERS THAT HAVERESIGNED 8. AMEND THE ARTICLE 1 PARAGRAPH 2 OF THE ARTICLES Management Take No Action OF ASSOCIATION ABOUT THE DISTINCTIVE TITLE OF THE COMPANY FOR ITS BUSINESS RELATIONS ABROAD 9. APPROVE THE CONVERSION OF THE COMPANY SHARES Management Take No Action INTO REGISTERED SHARES AND RESPECTIVE AND AMEND ARTICLE 4 PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION 10. AMEND THE RELEVANT PROVISIONS FOR THE ISSUANCE Management Take No Action OF BOND LOANS OF ARTICLES 11, 15 AND 19 OF THE ARTICLES OF ASSOCIATION ABOUT THE RESPONSIBILITIES OF THE BOARD OF DIRECTOR AND OF THE GENERAL MEETING AND THE GENERAL MEETING QUORUM RESPECTIVELY 11. AMEND THE ARTICLE 20 PARAGRAPH 3 OF THE ARTICLES Management Take No Action OF ASSOCIATION ABOUT THE MINORITY AT THE GENERAL MEETING 12. AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY Management Take No Action WITH THE PURPOSE TO ADJUST IT WITH THE PROVISIONS OF THE LAW 3604/2007, ACCORDING TO WHICH LAW 2190/1920 WAS CREATED, AMEND THE ARTICLES 3, 7, 9, 10, 12, 13, 14, 17, 19, 22, 23, 24, 25, 26, 28 AND 29 COMPLETION, ABOLITION, AND RE-NUMBERING OF THE PROVISIONS AND ARTICLES AND FORMATION OF THE ARTICLES OF ASSOCIATION IN A UNIFIED TEXT 13. AMEND THE TERMS OF THE COMPANY STOCK OPTION PLAN Management Take No Action ACCORDING TO ARTICLE 13 PARAGRAPH 13 OF THE LAW 2190/1920
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 97 of 105 - -------------------------------------------------------------------------------- JAPAN TOBACCO INC. JAT AGM MEETING DATE: 06/24/2008 ISSUER: J27869106 ISIN: JP3726800000 SEDOL: B02H525, 5754357, B170KG5, 6474535 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 2.8 APPOINT A DIRECTOR Management For For 2.9 APPOINT A DIRECTOR Management For For 2.10 APPOINT A DIRECTOR Management For For 2.11 APPOINT A DIRECTOR Management For For 3. APPOINT A CORPORATE AUDITOR Management For For
- -------------------------------------------------------------------------------- YAHOO JAPAN CORPORATION YOJ.DE AGM MEETING DATE: 06/24/2008 ISSUER: J95402103 ISIN: JP3933800009 SEDOL: B0506Z1, 5808942, B1CGSF3, 6084848 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. AMEND THE ARTICLES OF INCORPORATION Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For
- -------------------------------------------------------------------------------- SECOM CO.,LTD. XSC.BE AGM MEETING DATE: 06/26/2008 ISSUER: J69972107 ISIN: JP3421800008 SEDOL: B018RR8, 5798504, B1CDZW0, 6791591 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1 APPROVE APPROPRIATION OF PROFITS Management For For 2 AMEND ARTICLES TO: EXPAND BUSINESS LINES Management For For 3.1 APPOINT A DIRECTOR Management For For 3.2 APPOINT A DIRECTOR Management For For 3.3 APPOINT A DIRECTOR Management For For 3.4 APPOINT A DIRECTOR Management For For 3.5 APPOINT A DIRECTOR Management For For 3.6 APPOINT A DIRECTOR Management For For 3.7 APPOINT A DIRECTOR Management For For 3.8 APPOINT A DIRECTOR Management For For 3.9 APPOINT A DIRECTOR Management For For 3.10 APPOINT A DIRECTOR Management For For 3.11 APPOINT A DIRECTOR Management For For 4 APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For DIRECTORS
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 98 of 105 - -------------------------------------------------------------------------------- TAKEDA PHARMACEUTICAL COMPANY LIMITED TKD AGM MEETING DATE: 06/26/2008 ISSUER: J8129E108 ISIN: JP3463000004 SEDOL: B03FZP1, 5296752, B01DRX9, B17MW65, 6870445 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 4. APPROVE PAYMENT OF BONUSES TO CORPORATE OFFICERS Management For For 5. APPROVE RETIREMENT ALLOWANCE FOR RETIRING CORPORATE Management For For OFFICERS, AND PAYMENT OF ACCRUED BENEFITS ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM FOR CURRENT CORPORATE OFFICERS 6. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For For AUDITORS 7. APPROVE DETAILS OF COMPENSATION AS STOCK OPTIONS Management For For FOR DIRECTORS
- -------------------------------------------------------------------------------- AJINOMOTO CO.,INC. AJI AGM MEETING DATE: 06/27/2008 ISSUER: J00882126 ISIN: JP3119600009 SEDOL: B03NQ52, 5573392, 6010906 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2. APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 3.3 APPOINT A CORPORATE AUDITOR Management For For 3.4 APPOINT A CORPORATE AUDITOR Management For For 3.5 APPOINT A CORPORATE AUDITOR Management For For
- -------------------------------------------------------------------------------- FANUC LTD. FUC.F AGM MEETING DATE: 06/27/2008 ISSUER: J13440102 ISIN: JP3802400006 SEDOL: B022218, 5477557, B16TB93, 6356934 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 99 of 105 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 2.8 APPOINT A DIRECTOR Management For For 2.9 APPOINT A DIRECTOR Management For For 2.10 APPOINT A DIRECTOR Management For For 2.11 APPOINT A DIRECTOR Management For For 2.12 APPOINT A DIRECTOR Management For For 2.13 APPOINT A DIRECTOR Management For For 2.14 APPOINT A DIRECTOR Management For For 3. APPOINT A CORPORATE AUDITOR Management For For
- -------------------------------------------------------------------------------- SMC CORPORATION QMC.F AGM MEETING DATE: 06/27/2008 ISSUER: J75734103 ISIN: JP3162600005 SEDOL: 4198008, B1CDCF2, 6763965 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE REFERENCE MEETING MATERIALS. Non-Voting *Management Position Unknown 1. APPROVE APPROPRIATION OF RETAINED EARNINGS Management For For 2.1 APPOINT A DIRECTOR Management For For 2.2 APPOINT A DIRECTOR Management For For 2.3 APPOINT A DIRECTOR Management For For 2.4 APPOINT A DIRECTOR Management For For 2.5 APPOINT A DIRECTOR Management For For 2.6 APPOINT A DIRECTOR Management For For 2.7 APPOINT A DIRECTOR Management For For 2.8 APPOINT A DIRECTOR Management For For 2.9 APPOINT A DIRECTOR Management For For 2.10 APPOINT A DIRECTOR Management For For 2.11 APPOINT A DIRECTOR Management For For 2.12 APPOINT A DIRECTOR Management For For 2.13 APPOINT A DIRECTOR Management For For 2.14 APPOINT A DIRECTOR Management For For 2.15 APPOINT A DIRECTOR Management For For 2.16 APPOINT A DIRECTOR Management For For 2.17 APPOINT A DIRECTOR Management For For 2.18 APPOINT A DIRECTOR Management For For 2.19 APPOINT A DIRECTOR Management For For 2.20 APPOINT A DIRECTOR Management For For 3.1 APPOINT A CORPORATE AUDITOR Management For For 3.2 APPOINT A CORPORATE AUDITOR Management For For 4. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For For RETIRING CORPORATE OFFICERS
- -------------------------------------------------------------------------------- TESCO PLC, CHESHUNT TSCO.L AGM MEETING DATE: 06/27/2008 ISSUER: G87621101 ISIN: GB0008847096 SEDOL: 0884709, 5474860, B02S3J1, 5469491 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- 1. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For AND THE AUDITORS FOR THE FYE 23 FEB 2008 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE FYE 23 FEB 2008 3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For RECOMMENDED BY THE DIRECTORS 4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For 5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For 6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 100 of 105 7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For 8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For 9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For 10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS 12. AUTHORIZE THE DIRECTORS OF THE COMPANY, IN ACCORDANCE Management For For WITH SECTION 80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT RELEVANT SECURITIES AS DEFINED IN SECTION 80(2) OF THE ACT OF THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 130.8 MILLION WHICH IS EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES ON 27 JUN 2013; 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.13 AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION Management For For 95 OF THE ACT TO ALLOT EQUITY SECURITIES, FOR CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS, FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 19.6 MILLION; SUBSECTIONS 94(2) TO 94(7) OF THE ACT APPLY FOR THE INTERPRETATION OF THIS RESOLUTION AND THIS POWER APPLIES IN RELATION TO A SALE OF SHARES WHICH IS INCLUDED AS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF ALL REFERENCES IN THIS RESOLUTION TO ANY SUCH ALLOTMENT INCLUDED ANY SUCH SALE AND AS IF IN THE FIRST PARAGRAPH OF THE RESOLUTION THE WORDS PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS FOR THE PURPOSES OF SECTION 80 OF THE ACT WERE OMITTED IN RELATION TO SUCH SALE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S NEXT AGM OR 15 MONTHS FROM THE DATE OF THE PASSING OF THIS RESOLUTION; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF ORDINARY SHARES UP TO 784.8 MILLION SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE PURCHASE DATE; AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM THE DATE OF THIS RESOLUTION IS PASSED; AND 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 15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES, NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN POLITICAL PARTIES, NOT EXCEEDING GBP 100,000 IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 101 of 105 GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING WITH THE DATE OF THE PASSING OF THIS RESOLUTION AND ENDING ON THE DATE OF THE COMPANY S NEXT AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL ORGANIZATION SHALL HAVE THE MEANING GIVEN BY PART 14 OF THE NEW ACT S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM 00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A) BY THE DELETION OF ARTICLE 91 AND THE INSERTION OF NEW ARTICLES 91 AND 92, AND THE REMAINING ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE 99 AND THE INSERTION OF NEW ARTICLE 100 AS SPECIFIED
- -------------------------------------------------------------------------------- TESCO PLC, CHESHUNT AGM MEETING DATE: 06/27/2008 ISSUER: G87621101 ISIN: GB0008847096 SEDOL: 0884709, 5474860, B02S3J1, 5469491 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 479151 DUE TO RECEIPT OF 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. RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For AND THE AUDITORS FOR THE FYE 23 FEB 2008 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE FYE 23 FEB 2008 3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For RECOMMENDED BY THE DIRECTORS 4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For 5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For 6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For 7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For 8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For 9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For 10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS 12. AUTHORIZE THE DIRECTOR, IN ACCORDANCE WITH SECTION Management For For 80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT RELEVANT SECURITIES AS DEFINED IN SECTION 80(2) OF THE ACT OF THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 130.8 MILLION WHICH IS EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES ON 27 JUN 2013; 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
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 102 of 105 S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For For ON THE PASSING OF RESOLUTION 12 PURSUANT TO SECTION 95 OF THE ACT TO ALLOT EQUITY SECURITIES, FOR CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS, FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 19.6 MILLION; SUBSECTIONS 94(2) TO 94(7) OF THE ACT APPLY FOR THE INTERPRETATION OF THIS RESOLUTION AND THIS POWER APPLIES IN RELATION TO A SALE OF SHARES WHICH IS INCLUDED AS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF ALL REFERENCES IN THIS RESOLUTION TO ANY SUCH ALLOTMENT INCLUDED ANY SUCH SALE AND AS IF IN THE FIRST PARAGRAPH OF THE RESOLUTION THE WORDS PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS FOR THE PURPOSES OF SECTION 80 OF THE ACT WERE OMITTED IN RELATION TO SUCH SALE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S NEXT AGM OR 15 MONTHS FROM THE DATE OF THE PASSING OF THIS RESOLUTION; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF ORDINARY SHARES UP TO 784.8 MILLION SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE PURCHASE DATE; AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM THE DATE OF THIS RESOLUTION IS PASSED; AND 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 15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES, NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN POLITICAL PARTIES, NOT EXCEEDING GBP 100,000 IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING WITH THE DATE OF THE PASSING OF THIS RESOLUTION AND ENDING ON THE DATE OF THE COMPANY S NEXT AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL ORGANIZATION SHALL HAVE THE MEANING GIVEN BY PART 14 OF THE NEW ACT S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM 00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A) BY THE DELETION OF ARTICLE 91 AND THE INSERTION OF NEW ARTICLES 91 AND 92, AND THE REMAINING ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE 99 AND THE INSERTION OF NEW ARTICLE 100, AS SPECIFIED
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 103 of 105 S.17 APPROVE THE COMPANY S ANIMAL WELFARE POLICY ENDORSES Management Against Against THE FIVE FREEDOMS CONCEPT PROPOSED BY THE FARM ANIMAL WELFARE COUNCIL FAWC, BEING: 1) FREEDOM FROM HUNGER AND THIRST; 2) FREEDOM FROM DISCOMFORT; 3) FREEDOM FROM PAIN, INJURY OR DISEASE; 4) FREEDOM TO EXPRESS NORMAL BEHAVIOUR; 5) FREEDOM FROM FEAR AND DISTRESS; AND ACKNOWLEDGE THE STUDY PUBLISHED IN FEB 2008 BY KNOWLES, TG ET AL AND FUNDED BY THE UK DEPARTMENT OF ENVIRONMENT, FOOD AND RURAL AFFAIRS, ENTITLED LEG DISORDERS IN BROILER CHICKENS: PREVALENCE, RISK FACTORS AND PREVENTION AND NOTING THAT THE COMPANY S ORDER, STOCK AND SALE OF STANDARD INTENSIVE BROILER CHICKENS ENDORSES AND/OR CONTRIBUTES TO AN AVERAGE OF 27.6% OF BIRDS HAVING POOR LOCOMOTION AND 3.3% BEING ALMOST UNABLE TO WALK AT AN AVERAGE AGE OF 40 DAYS NOTWITHSTANDING A CULLING PROCESS; THE COMPANY SETS A COMMITMENT WITHIN A FAIR TIME FRAME TO TAKE APPROPRIATE MEASURES TO ENSURE THAT CHICKENS PURCHASED FOR SALE BY THE COMPANY ARE PRODUCED IN SYSTEMS CAPABLE OF PROVIDING THE FIVE FREEDOMS
- -------------------------------------------------------------------------------- TESCO PLC, CHESHUNT AGM MEETING DATE: 06/27/2008 ISSUER: G87621101 ISIN: GB0008847096 SEDOL: 0884709, 5474860, B02S3J1, 5469491 VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against Number Proposal Type Cast Management - -------- ------------------------------------------------------------ -------------- -------------- ---------------------------- * PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown ID 490252. 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 ACCOUNTS AND REPORTS OF THE DIRECTORS Management For For AND THE AUDITORS FOR THE FYE 23 FEB 2008 2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For For THE FYE 23 FEB 2008 3. DECLARE A FINAL DIVIDEND OF 7.7 PENCE PER SHARE Management For For RECOMMENDED BY THE DIRECTORS 4. RE-ELECT MR. CHARLES ALLEN AS A DIRECTOR Management For For 5. RE-ELECT DR. HARALD EINSMANN AS A DIRECTOR Management For For 6. RE-ELECT MR. RODNEY CHASE AS A DIRECTOR Management For For 7. RE-ELECT MS. KAREN COOK AS A DIRECTOR Management For For 8. RE-ELECT SIR TERRY LEAHY AS A DIRECTOR Management For For 9. RE-ELECT MR. TIM MASON AS A DIRECTOR Management For For 10. REAPPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS Management For For OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 11. APPROVE TO DETERMINE THE REMUNERATION OF Management For For PRICEWATERHOUSECOOPERS LLP BY THE DIRECTORS 12. AUTHORIZE THE DIRECTOR, IN ACCORDANCE WITH SECTION Management For For 80 OF THE COMPANIES ACT 1985 (THE ACT), TO ALLOT RELEVANT SECURITIES AS DEFINED IN SECTION 80(2) OF THE ACT OF THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 130.8 MILLION WHICH IS EQUAL TO APPROXIMATELY 33% OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY AUTHORITY EXPIRES ON 27 JUN 2013; 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
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 104 of 105 S.13 AUTHORIZE THE DIRECTORS, SUBJECT TO AND CONDITIONAL Management For For ON THE PASSING OF RESOLUTION 12 PURSUANT TO SECTION 95 OF THE ACT TO ALLOT EQUITY SECURITIES, FOR CASH PURSUANT TO THE AUTHORITY GIVEN TO THE DIRECTORS, FOR THE PURPOSES OF SECTION 80 OF THE ACT, 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; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 19.6 MILLION; SUBSECTIONS 94(2) TO 94(7) OF THE ACT APPLY FOR THE INTERPRETATION OF THIS RESOLUTION AND THIS POWER APPLIES IN RELATION TO A SALE OF SHARES WHICH IS INCLUDED AS AN ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE ACT AS IF ALL REFERENCES IN THIS RESOLUTION TO ANY SUCH ALLOTMENT INCLUDED ANY SUCH SALE AND AS IF IN THE FIRST PARAGRAPH OF THE RESOLUTION THE WORDS PURSUANT TO THE AUTHORITY CONFERRED ON THE DIRECTORS FOR THE PURPOSES OF SECTION 80 OF THE ACT WERE OMITTED IN RELATION TO SUCH SALE; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE COMPANY S NEXT AGM OR 15 MONTHS FROM THE DATE OF THE PASSING OF THIS RESOLUTION; AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY S.14 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For For SECTION 163(3) OF THE ACT OF MAXIMUM NUMBER OF ORDINARY SHARES UP TO 784.8 MILLION SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 5P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE 5 BUSINESS DAYS IMMEDIATELY PRECEDING THE PURCHASE DATE; AND THE AMOUNT STIPULATED BY ARTICLE 5(1) OF THE BUY-BACK AND STABILIZATION REGULATION 2003; AND AUTHORITY EXPIRES THE EARLIER OF THE CLOSE NEXT AGM OF THE COMPANY OR 15 MONTHS FROM THE DATE OF THIS RESOLUTION IS PASSED; AND 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 15. AUTHORIZE THE COMPANY AND ALL COMPANIES, IN ACCORDANCE Management For For WITH SECTION 366 OF THE NEW ACT, THAT ARE ITS SUBSIDIARIES AT ANYTIME DURING THE PERIOD FOR WHICH THIS RESOLUTION: A MAKE DONATIONS TO POLITICAL PARTIES AND / OR INDEPENDENT ELECTION CANDIDATES, NOT EXCEEDING GBP 100,000 IN TOTAL; B MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS, OTHER THAN POLITICAL PARTIES, NOT EXCEEDING GBP 100,000 IN TOTAL; C INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL, DURING THE PERIOD BEGINNING WITH THE DATE OF THE PASSING OF THIS RESOLUTION AND ENDING ON THE DATE OF THE COMPANY S NEXT AGM; FOR THE PURPOSE OF THIS RESOLUTION THE TERMS POLITICAL DONATIONS, POLITICAL EXPENDITURE, INDEPENDENT ELECTION CANDIDATES, POLITICAL PARTIES AND POLITICAL ORGANIZATION SHALL HAVE THE MEANING GIVEN BY PART 14 OF THE NEW ACT S.16 ADOPT, WITH IMMEDIATE EFFECT, THE ARTICLES OF Management For For ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY; SUBJECT TO THE PASSING OF RESOLUTION 16(A) AND WITH EFFECT FROM 00.01AM ON 01 OCT 2008 OR SUCH LATER TIME AT WHICH SECTION 175 OF THE NEW ACT SHALL BE BROUGHT INTO FORCE, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY ADOPTED PURSUANT TO RESOLUTION 16(A) BY THE DELETION OF ARTICLE 91 AND THE INSERTION OF NEW ARTICLES 91 AND 92, AND THE REMAINING ARTICLES BE NUMBERED AND THE DELETION OF ARTICLE 99 AND THE INSERTION OF NEW ARTICLE 100, AS SPECIFIED
ProxyEdge - Investment Company Report Meeting Date Range: 07/01/2007 to 06/30/2008 Report Date: 07/15/2008 Selected Accounts: NPX GABELLI INTL GROWTH FD Page 105 of 105 S.17 APPROVE THE COMPANY S ANIMAL WELFARE POLICY ENDORSES Shareholder Against For THE FIVE FREEDOMS CONCEPT PROPOSED BY THE FARM ANIMAL WELFARE COUNCIL FAWC, BEING: 1) FREEDOM FROM HUNGER AND THIRST; 2) FREEDOM FROM DISCOMFORT; 3) FREEDOM FROM PAIN, INJURY OR DISEASE; 4) FREEDOM TO EXPRESS NORMAL BEHAVIOUR; 5) FREEDOM FROM FEAR AND DISTRESS; AND ACKNOWLEDGE THE STUDY PUBLISHED IN FEB 2008 BY KNOWLES, TG ET AL AND FUNDED BY THE UK DEPARTMENT OF ENVIRONMENT, FOOD AND RURAL AFFAIRS, ENTITLED LEG DISORDERS IN BROILER CHICKENS: PREVALENCE, RISK FACTORS AND PREVENTION AND NOTING THAT THE COMPANY S ORDER, STOCK AND SALE OF STANDARD INTENSIVE BROILER CHICKENS ENDORSES AND/OR CONTRIBUTES TO AN AVERAGE OF 27.6% OF BIRDS HAVING POOR LOCOMOTION AND 3.3% BEING ALMOST UNABLE TO WALK AT AN AVERAGE AGE OF 40 DAYS NOTWITHSTANDING A CULLING PROCESS; THE COMPANY SETS A COMMITMENT WITHIN A FAIR TIME FRAME TO TAKE APPROPRIATE MEASURES TO ENSURE THAT CHICKENS PURCHASED FOR SALE BY THE COMPANY ARE PRODUCED IN SYSTEMS CAPABLE OF PROVIDING THE FIVE FREEDOMS
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant GAMCO International Growth Fund, Inc. By (Signature and Title)* /s/ Bruce N. Alpert --------------------------- Bruce N. Alpert, Principal Executive Officer Date August 25, 2008 * Print the name and title of each signing officer under his or her signature. -----END PRIVACY-ENHANCED MESSAGE-----