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: 811-21832
NAME OF REGISTRANT: Eaton Vance Tax-Managed Diversified
Equity Income Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2011 - 06/30/2012
Eaton Vance Tax-Managed Diversified Equity Income Fund
--------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH Agenda Number: 703698475
--------------------------------------------------------------------------------------------------------------------------
Security: H0010V101
Meeting Type: AGM
Meeting Date: 26-Apr-2012
Ticker:
ISIN: CH0012221716
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 968323 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 934211,
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.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
1 Reporting for fiscal year 2011 Non-Voting
2.1 Approval of the annual report, the Mgmt No vote
consolidated financial statements, and the
annual financial statements for 2011
2.2 Consultative vote on the 2011 remuneration Mgmt No vote
report
3 Discharge of the Board of Directors and the Mgmt No vote
persons entrusted with management
4 Appropriation of available earnings and Mgmt No vote
distribution of capital contribution
reserve
5.1 Re-election to the Board of Directors: Mgmt No vote
Roger Agnelli, Brazilian
5.2 Re-election to the Board of Directors: Mgmt No vote
Louis R. Hughes, American
5.3 Re-election to the Board of Directors: Hans Mgmt No vote
Ulrich Marki, Swiss
5.4 Re-election to the Board of Directors: Mgmt No vote
Michel de Rosen, French
5.5 Re-election to the Board of Directors: Mgmt No vote
Michael Treschow, Swedish
5.6 Re-election to the Board of Directors: Mgmt No vote
Jacob Wallenberg, Swedish
5.7 Re-election to the Board of Directors: Ying Mgmt No vote
Yeh, Chinese
5.8 Re-election to the Board of Directors: Mgmt No vote
Hubertus von Grunberg, German
6 The Board of Directors proposes that Ernst Mgmt No vote
& Young AG be re-elected as auditors for
fiscal year 2012
7 Ad Hoc Mgmt No vote
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ABB LTD, ZUERICH Agenda Number: 703701347
--------------------------------------------------------------------------------------------------------------------------
Security: H0010V101
Meeting Type: AGM
Meeting Date: 27-Apr-2012
Ticker:
ISIN: CH0012221716
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
1 Welcome and Opening Non-Voting
2 ABB Group results 2011-Outlook for 2012 Non-Voting
3 ABB Sweden-Operations 2011-Outlook for 2012 Non-Voting
4 ABB investments in the future of power Non-Voting
systems
5 Attracting, retaining and developing Non-Voting
skilled employees
6 Mathematics Support for pupils Non-Voting
7 Questions and answers Non-Voting
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 933540343
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 09-Feb-2012
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ACCEPTANCE, IN A NON-BINDING VOTE, OF THE Mgmt For For
FINANCIAL STATEMENTS FOR THE TWELVE MONTH
PERIOD ENDED AUGUST 31, 2011 AS PRESENTED
2A RE-APPOINTMENT OF DIRECTOR: DINA DUBLON Mgmt For For
2B RE-APPOINTMENT OF DIRECTOR: WILLIAM D. Mgmt For For
GREEN
2C RE-APPOINTMENT OF DIRECTOR: NOBUYUKI IDEI Mgmt For For
2D RE-APPOINTMENT OF DIRECTOR: MARJORIE MAGNER Mgmt For For
03 RATIFICATION, IN A NON-BINDING VOTE, OF Mgmt For For
APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS
FOR THE 2012 FISCAL YEAR AND AUTHORIZATION,
IN A BINDING VOTE, OF THE BOARD, ACTING
THROUGH THE AUDIT COMMITTEE, TO DETERMINE
KPMG'S REMUNERATION
04 APPROVAL, IN A NON-BINDING VOTE, OF THE Mgmt For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
05 APPROVAL OF AMENDMENTS TO ACCENTURE PLC'S Mgmt For For
ARTICLES OF ASSOCIATION TO PROVIDE FOR THE
PHASED-IN DECLASSIFICATION OF THE BOARD,
BEGINNING IN 2013
06 AUTHORIZATION TO HOLD THE 2013 ANNUAL Mgmt For For
GENERAL MEETING OF SHAREHOLDERS OF
ACCENTURE PLC AT A LOCATION OUTSIDE OF
IRELAND
07 AUTHORIZATION OF ACCENTURE TO MAKE Mgmt For For
OPEN-MARKET PURCHASES OF ACCENTURE PLC
CLASS A ORDINARY SHARES
08 DETERMINATION OF THE PRICE RANGE AT WHICH Mgmt For For
ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT
ACQUIRES AS TREASURY STOCK
--------------------------------------------------------------------------------------------------------------------------
AFLAC INCORPORATED Agenda Number: 933570358
--------------------------------------------------------------------------------------------------------------------------
Security: 001055102
Meeting Type: Annual
Meeting Date: 07-May-2012
Ticker: AFL
ISIN: US0010551028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DANIEL P. AMOS Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN SHELBY AMOS II Mgmt For For
1C. ELECTION OF DIRECTOR: PAUL S. AMOS II Mgmt For For
1D. ELECTION OF DIRECTOR: KRISS CLONINGER III Mgmt For For
1E. ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Mgmt For For
1F. ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Mgmt For For
1G. ELECTION OF DIRECTOR: ROBERT B. JOHNSON Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES B. KNAPP Mgmt For For
1I. ELECTION OF DIRECTOR: E. STEPHEN PURDOM, Mgmt For For
M.D.
1J. ELECTION OF DIRECTOR: BARBARA K. RIMER, Mgmt For For
DRPH
1K. ELECTION OF DIRECTOR: MARVIN R. SCHUSTER Mgmt For For
1L. ELECTION OF DIRECTOR: MELVIN T. STITH Mgmt For For
1M. ELECTION OF DIRECTOR: DAVID GARY THOMPSON Mgmt For For
1N. ELECTION OF DIRECTOR: TAKURO YOSHIDA Mgmt Against Against
2. TO CONSIDER THE FOLLOWING NON-BINDING Mgmt For For
ADVISORY PROPOSAL: "RESOLVED, THAT THE
SHAREHOLDERS APPROVE THE COMPENSATION OF
THE COMPANY'S NAMED EXECUTIVE OFFI CERS, AS
DESCRIBED N THE COMPENSATION DISCUSSION AND
ANALYSIS, EXECUTIVE COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCLOSURE IN THE
PROXY STATEMENT.
3. TO CONSIDER AND ADOPT AN AMENDED AND Mgmt For For
RESTATED 2004 AFLAC INCORPORATED LONG-TERM
INCENTIVE PLAN ("LTIP"), WITH NO ADDITIONAL
SHARES AUTHORIZED UNDER THE LTIP.
4. TO CONSIDER AND ADOPT AN AMENDED AND Mgmt For For
RESTATED 2013 MANAGEMENT INCENTIVE PLAN.
5. RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2012.
--------------------------------------------------------------------------------------------------------------------------
ALLERGAN, INC. Agenda Number: 933565826
--------------------------------------------------------------------------------------------------------------------------
Security: 018490102
Meeting Type: Annual
Meeting Date: 01-May-2012
Ticker: AGN
ISIN: US0184901025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID E.I. PYOTT Mgmt For For
1B. ELECTION OF DIRECTOR: HERBERT W. BOYER, Mgmt For For
PH.D.
1C. ELECTION OF DIRECTOR: DEBORAH DUNSIRE, M.D. Mgmt For For
1D. ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER Mgmt For For
1E. ELECTION OF DIRECTOR: DAWN HUDSON Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT A. INGRAM Mgmt For For
1G. ELECTION OF DIRECTOR: TREVOR M. JONES, Mgmt For For
PH.D.
1H. ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: RUSSELL T. RAY Mgmt For For
1J. ELECTION OF DIRECTOR: STEPHEN J. RYAN, M.D. Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
2012.
3. ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For
NAMED EXECUTIVE OFFICERS.
4. STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED Shr For Against
AT THE ANNUAL MEETING (SPECIAL STOCKHOLDER
MEETINGS).
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 933600113
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 24-May-2012
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JEFFREY P. BEZOS Mgmt For For
1B. ELECTION OF DIRECTOR: TOM A. ALBERG Mgmt For For
1C. ELECTION OF DIRECTOR: JOHN SEELY BROWN Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM B. GORDON Mgmt For For
1E. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1F. ELECTION OF DIRECTOR: BLAKE G. KRIKORIAN Mgmt For For
1G. ELECTION OF DIRECTOR: ALAIN MONIE Mgmt For For
1H. ELECTION OF DIRECTOR: JONATHAN J. Mgmt For For
RUBINSTEIN
1I. ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1J. ELECTION OF DIRECTOR: PATRICIA Q. Mgmt For For
STONESIFER
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
3. APPROVAL OF THE MATERIAL TERMS OF THE Mgmt For For
PERFORMANCE GOALS, AS AMENDED, PURSUANT TO
SECTION 162(M) OF THE INTERNAL REVENUE CODE
IN OUR 1997 STOCK INCENTIVE PLAN
4. SHAREHOLDER PROPOSAL REGARDING AN Shr Against For
ASSESSMENT AND REPORT ON CLIMATE CHANGE
5. SHAREHOLDER PROPOSAL CALLING FOR CERTAIN Shr Against For
DISCLOSURES REGARDING CORPORATE POLITICAL
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC. Agenda Number: 933559873
--------------------------------------------------------------------------------------------------------------------------
Security: 025537101
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: AEP
ISIN: US0255371017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS Mgmt For For
1B. ELECTION OF DIRECTOR: DAVID J. ANDERSON Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES F. CORDES Mgmt For For
1D. ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. Mgmt For For
1E. ELECTION OF DIRECTOR: LINDA A. GOODSPEED Mgmt For For
1F. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL G. MORRIS Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT Mgmt For For
1I. ELECTION OF DIRECTOR: LIONEL L. NOWELL III Mgmt For For
1J. ELECTION OF DIRECTOR: RICHARD L. SANDOR Mgmt For For
1K. ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER Mgmt For For
1L. ELECTION OF DIRECTOR: JOHN F. TURNER Mgmt For For
2. APPROVAL OF THE AMERICAN ELECTRIC POWER Mgmt For For
SYSTEM SENIOR OFFICER INCENTIVE PLAN.
3. APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDING DECEMBER 31,
2012.
4. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 933566094
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 30-Apr-2012
Ticker: AXP
ISIN: US0258161092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
C. BARSHEFSKY Mgmt For For
U.M. BURNS Mgmt For For
K.I. CHENAULT Mgmt For For
P. CHERNIN Mgmt For For
T.J. LEONSIS Mgmt For For
J. LESCHLY Mgmt For For
R.C. LEVIN Mgmt For For
R.A. MCGINN Mgmt For For
E.D. MILLER Mgmt For For
S.S REINEMUND Mgmt For For
R.D. WALTER Mgmt For For
R.A. WILLIAMS Mgmt For For
2. RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2012.
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF PERFORMANCE GOALS AND AWARD Mgmt For For
LIMITS UNDER 2007 INCENTIVE COMPENSATION
PLAN.
5. SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr Against For
VOTING FOR DIRECTORS.
6. SHAREHOLDER PROPOSAL RELATING TO SEPARATION Shr Against For
OF CHAIRMAN AND CEO ROLES.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN TOWER CORPORATION Agenda Number: 933516037
--------------------------------------------------------------------------------------------------------------------------
Security: 029912201
Meeting Type: Special
Meeting Date: 29-Nov-2011
Ticker: AMT
ISIN: US0299122012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF AUGUST 24, 2011,
BETWEEN AMERICAN TOWER CORPORATION AND
AMERICAN TOWER REIT, INC., WHICH IS PART OF
THE REORGANIZATION OF AMERICAN TOWER'S
OPERATIONS THROUGH WHICH AMERICAN TOWER
INTENDS TO QUALIFY AS A REIT FOR FEDERAL
INCOME TAX PURPOSES.
02 PROPOSAL TO PERMIT THE BOARD OF DIRECTORS Mgmt For For
OF AMERICAN TOWER CORPORATION TO ADJOURN
THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
ORIGINALLY SCHEDULED TIME OF THE SPECIAL
MEETING TO APPROVE PROPOSAL 1.
--------------------------------------------------------------------------------------------------------------------------
AMERISOURCEBERGEN CORPORATION Agenda Number: 933543755
--------------------------------------------------------------------------------------------------------------------------
Security: 03073E105
Meeting Type: Annual
Meeting Date: 01-Mar-2012
Ticker: ABC
ISIN: US03073E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: STEVEN H. COLLIS Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD C. GOZON Mgmt For For
1C ELECTION OF DIRECTOR: KATHLEEN W. HYLE Mgmt For For
1D ELECTION OF DIRECTOR: MICHAEL J. LONG Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS AMERISOURCEBERGEN'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2012.
03 TO CONDUCT AN ADVISORY VOTE ON THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION Agenda Number: 933582240
--------------------------------------------------------------------------------------------------------------------------
Security: 032511107
Meeting Type: Annual
Meeting Date: 15-May-2012
Ticker: APC
ISIN: US0325111070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: KEVIN P. CHILTON Mgmt For For
1B. ELECTION OF DIRECTOR: LUKE R. CORBETT Mgmt For For
1C. ELECTION OF DIRECTOR: H. PAULETT EBERHART Mgmt For For
1D. ELECTION OF DIRECTOR: PETER J. FLUOR Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD L. GEORGE Mgmt For For
1F. ELECTION OF DIRECTOR: PRESTON M. GEREN III Mgmt For For
1G. ELECTION OF DIRECTOR: CHARLES W. GOODYEAR Mgmt For For
1H. ELECTION OF DIRECTOR: JOHN R. GORDON Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES T. HACKETT Mgmt For For
1J. ELECTION OF DIRECTOR: ERIC D. MULLINS Mgmt For For
1K. ELECTION OF DIRECTOR: PAULA ROSPUT REYNOLDS Mgmt For For
1L. ELECTION OF DIRECTOR: R.A. WALKER Mgmt For For
2. RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS.
3. APPROVE THE ANADARKO PETROLEUM CORPORATION Mgmt For For
2012 OMNIBUS INCENTIVE COMPENSATION PLAN.
4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
5. STOCKHOLDER PROPOSAL-ADOPTION OF POLICY OF Shr For Against
INDEPENDENT DIRECTOR CHAIRMAN.
6. STOCKHOLDER PROPOSAL-GENDER IDENTITY Shr Against For
NON-DISCRIMINATION POLICY.
7. STOCKHOLDER PROPOSAL-ADOPTION OF POLICY ON Shr For Against
ACCELERATED VESTING OF EQUITY AWARDS.
8. STOCKHOLDER PROPOSAL-REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC, LONDON Agenda Number: 703666327
--------------------------------------------------------------------------------------------------------------------------
Security: G03764134
Meeting Type: AGM
Meeting Date: 19-Apr-2012
Ticker:
ISIN: GB00B1XZS820
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the report and accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To re-elect Cynthia Carroll Mgmt For For
4 To re-elect David Challen Mgmt For For
5 To re-elect Sir CK Chow Mgmt For For
6 To re-elect Sir Philip Hampton Mgmt For For
7 To re-elect Rene Medori Mgmt For For
8 To re-elect Phuthuma Nhleko Mgmt For For
9 To re-elect Ray O'Rourke Mgmt For For
10 To re-elect Sir John Parker Mgmt For For
11 To re-elect Mamphela Ramphele Mgmt For For
12 To re-elect Jack Thompson Mgmt For For
13 To re-elect Peter Woicke Mgmt For For
14 To re-appoint the auditors: Deloitte LLP Mgmt For For
15 To authorise the directors to determine the Mgmt For For
auditors' remuneration
16 To approve the remuneration report Mgmt For For
17 To authorise the directors to allot shares Mgmt For For
18 To disapply pre-emption rights Mgmt For For
19 To authorise the purchase of own shares Mgmt For For
20 To authorise the directors to call general Mgmt For For
meetings (other than an AGM) on not less
than 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
ANGLO AMERN PLC Agenda Number: 703494714
--------------------------------------------------------------------------------------------------------------------------
Security: G03764134
Meeting Type: OGM
Meeting Date: 06-Jan-2012
Ticker:
ISIN: GB00B1XZS820
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve the acquisition by the Company Mgmt For For
and/or its subsidiaries of the entire
equity and shareholder loan interests of
the CHL Holdings Limited group in De Beers
SA and DB Investments SA or such proportion
of such interests as the Company and/or its
subsidiaries is entitled to acquire if the
Government of the Republic of Botswana
(acting through Debswana Investments, as
nominee) exercises, in whole or in part,
its existing pre-emption rights
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 703691231
--------------------------------------------------------------------------------------------------------------------------
Security: B6399C107
Meeting Type: MIX
Meeting Date: 25-Apr-2012
Ticker:
ISIN: BE0003793107
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE 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
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL 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 FOR YOUR
VOTE TO BE LODGED
A.1a Issuance of 215,000 subscription rights and Non-Voting
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Special report
by the board of directors on the issuance
of subscription rights and the exclusion of
the preference right of the existing
shareholders in favour of specific persons,
drawn up in accordance with articles 583,
596 and 598 of the companies code
A.1b Issuance of 215,000 subscription rights and Non-Voting
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Special report
by the statutory auditor on the exclusion
of the preference right of the existing
shareholders in favour of specific persons,
drawn up in accordance with articles 596
and 598 of the companies code
A.1c Issuance of 215,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Excluding the
preference right of the existing
shareholders in relation to the issuance of
subscription rights in favour of all
current Directors of the company, as
identified in the report referred under
item (a) above
A.1d Issuance of 215,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Approving the
issuance of 215,000 subscription rights and
determining their terms and conditions (as
such terms and conditions are appended to
the report referred under item (A) above).
The main provisions of these terms and
conditions can be summarised as follows:
each subscription right confers the right
to subscribe in cash to one ordinary share
in the Company, with the same rights
(including dividend rights) as the existing
shares. Each subscription right is granted
A.1e Issuance of 215,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Increasing the
capital of the company, under the condition
precedent and to the extent of the exercise
of the subscription rights, for a maximum
amount equal to the number of subscription
rights issued multiplied by their exercise
price and allocation of the issuance
premium to an account not available for
distribution
A.1f Issuance of 215,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Express
approval pursuant to article 554, indent 7,
of the companies code: Expressly approving
the granting of the above-mentioned
subscription rights to the non-executive
Directors of the Company
A.1g Issuance of 215,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Granting powers
to two directors acting jointly to have
recorded by notarial deed the exercise of
the subscription rights, the corresponding
increase of the capital, the number of new
shares issued, the resulting modification
to the articles of association and the
allocation of the issuance premium to an
account not available for distribution
B.1 Management report by the Board of directors Non-Voting
on the accounting year ended on 31 December
2011
B.2 Report by the statutory auditor on the Non-Voting
accounting year ended on 31 December 2011
B.3 Communication of the consolidated annual Non-Voting
accounts relating to the accounting year
ended on 31 December 2011, as well as the
management report by the board of directors
and the report by the statutory auditor on
the consolidated annual accounts
B.4 Approving the statutory annual accounts Mgmt For For
relating to the accounting year ended on 31
December 2011, including the specified
allocation of the result
B.5 Granting discharge to the directors for the Mgmt For For
performance of their duties during the
accounting year ended on 31 December 2011
B.6 Granting discharge to the statutory auditor Mgmt For For
for the performance of his duties during
the accounting year ended on 31 December
2011
B.7 Acknowledgment of the end of the mandate as Non-Voting
director of Mr. Peter Harf
B.8a Approving the remuneration report for the Mgmt Against Against
financial year 2011 as set out in the 2011
annual report, including the executive
remuneration policy. the 2011 annual report
and remuneration report containing the
executive remuneration policy can be
reviewed as indicated at the end of this
notice
B.8b Confirming the specified grants of stock Mgmt Against Against
options and restricted stock units to
executives
B.9 Approval of change of control provisions Mgmt For For
relating to the updated EMTN programme:
approving, in accordance with Article 556
of the Companies Code, (i) Condition 7.5 of
the Terms & Conditions (Change of Control
Put) of the EUR 15,000,000,000 updated Euro
Medium Term Note Programme dated 17 May
2011 of the Company and Brandbrew SA (the
"Issuers") and Deutsche Bank AG., London
Branch acting as Arranger (the "Updated
EMTN Programme"), which may be applicable
in the case of notes issued under the
Updated EMTN Programme and (ii) any other
provision in the Updated EMTN Programme
granting rights to third parties which
C Granting powers to Mr. Benoit Loore, VP Mgmt For For
Legal Corporate, with power to substitute
and without prejudice to other delegations
of powers to the extent applicable, for the
filing with the clerk's office of the
commercial court of Brussels of the
resolutions referred under item B.9 above
and any other filings and publication
formalities in relation to the above
resolutions
--------------------------------------------------------------------------------------------------------------------------
APACHE CORPORATION Agenda Number: 933591100
--------------------------------------------------------------------------------------------------------------------------
Security: 037411105
Meeting Type: Annual
Meeting Date: 24-May-2012
Ticker: APA
ISIN: US0374111054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ELECTION OF DIRECTOR: SCOTT D. JOSEY Mgmt For For
2. ELECTION OF DIRECTOR: GEORGE D. LAWRENCE Mgmt For For
3. ELECTION OF DIRECTOR: RODMAN D. PATTON Mgmt For For
4. ELECTION OF DIRECTOR: CHARLES J. PITMAN Mgmt For For
5. RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
APACHE'S INDEPENDENT AUDITORS
6. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF APACHE'S NAMED EXECUTIVE OFFICERS
7. SHAREHOLDER PROPOSAL TO REPEAL APACHE'S Shr For Against
CLASSIFIED BOARD OF DIRECTORS
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933542474
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 23-Feb-2012
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
WILLIAM V. CAMPBELL Mgmt For For
TIMOTHY D. COOK Mgmt For For
MILLARD S. DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT A. IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR D. LEVINSON Mgmt For For
RONALD D. SUGAR Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 A SHAREHOLDER PROPOSAL ENTITLED "CONFLICT Shr Against For
OF INTEREST REPORT"
05 A SHAREHOLDER PROPOSAL ENTITLED Shr Against For
"SHAREHOLDER SAY ON DIRECTOR PAY"
06 A SHAREHOLDER PROPOSAL ENTITLED "REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS AND EXPENDITURES"
07 A SHAREHOLDER PROPOSAL ENTITLED "ADOPT A Shr For Against
MAJORITY VOTING STANDARD FOR DIRECTOR
ELECTIONS"
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC, LONDON Agenda Number: 703681608
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 26-Apr-2012
Ticker:
ISIN: GB0009895292
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Companys Accounts and the Mgmt For For
Reports of the Directors and Auditor for
the year ended 31 December 2011
2 To confirm dividends Mgmt For For
3 To re-appoint KPMG Audit Plc London as Mgmt For For
Auditor
4 To authorise the Directors to agree the Mgmt For For
remuneration of the Auditor
5.A To elect or re-elect the following as a Mgmt For For
Director: Louis Schweitzer
5.B To elect or re-elect the following as a Mgmt For For
Director: David Brennan
5.C To elect or re-elect the following as a Mgmt For For
Director: Simon Lowth
5.D To elect or re-elect the following as a Mgmt For For
Director: Genevieve Berger
5.E To elect or re-elect the following as a Mgmt For For
Director: Bruce Burlington
5.F To elect or re-elect the following as a Mgmt For For
Director: Graham Chipchase
5.G To elect or re-elect the following as a Mgmt For For
Director: Jean-Philippe Courtois
5.H To elect or re-elect the following as a Mgmt For For
Director: Leif Johansson
5.I To elect or re-elect the following as a Mgmt For For
Director: Rudy Markham
5.J To elect or re-elect the following as a Mgmt For For
Director: Nancy Rothwell
5.K To elect or re-elect the following as a Mgmt For For
Director: Shriti Vadera
5.L To elect or re-elect the following as a Mgmt For For
Director: John Varley
5.M To elect or re-elect the following as a Mgmt For For
Director: Marcus Wallenberg
6 To approve the Directors Remuneration Mgmt For For
Report for the year ended 31 December
2011
7 To authorise limited EU political donations Mgmt For For
8 To authorise the Directors to allot shares Mgmt For For
9 To approve the New SAYE Scheme Mgmt For For
10 To authorise the Directors to disapply Mgmt For For
pre-emption rights
11 To authorise the Company to purchase its Mgmt For For
own shares
12 To reduce the notice period for general Mgmt For For
meetings
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RESOLUTION
1 AND 5.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.
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933559049
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 27-Apr-2012
Ticker: T
ISIN: US00206R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B. ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1C. ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1E. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1F. ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1G. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1H. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1I. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1J. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1K. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITORS.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. AMEND CERTIFICATE OF INCORPORATION. Mgmt For For
5. POLITICAL CONTRIBUTIONS REPORT. Shr Against For
6. LIMIT WIRELESS NETWORK MANAGEMENT. Shr Against For
7. INDEPENDENT BOARD CHAIRMAN. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. Agenda Number: 933587315
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101
Meeting Type: Annual
Meeting Date: 23-May-2012
Ticker: AVB
ISIN: US0534841012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
BRYCE BLAIR Mgmt For For
ALAN B. BUCKELEW Mgmt For For
BRUCE A. CHOATE Mgmt For For
JOHN J. HEALY, JR. Mgmt For For
TIMOTHY J. NAUGHTON Mgmt For For
LANCE R. PRIMIS Mgmt For For
PETER S. RUMMELL Mgmt For For
H. JAY SARLES Mgmt For For
W. EDWARD WALTER Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2012.
3. TO ADOPT A RESOLUTION APPROVING, ON A Mgmt For For
NON-BINDING ADVISORY BASIS, THE
COMPENSATION PAID TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT
TO ITEM 402 OF REGULATION S-K, INCLUDING
THE COMPENSATION DISCUSSION AND ANALYSIS,
COMPENSATION TABLES AND NARRATIVE
DISCUSSION SET FORTH IN THE PROXY
STATEMENT.
4. TO CAST A VOTE ON A STOCKHOLDER PROPOSAL Shr Against For
CONCERNING THE PREPARATION OF A
SUSTAINABILITY REPORT, IF THE PROPOSAL IS
PROPERLY PRESENTED AT THE ANNUAL MEETING OF
STOCKHOLDERS. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE
"AGAINST" ABOVE PROPOSAL 4.
--------------------------------------------------------------------------------------------------------------------------
AXA SA, PARIS Agenda Number: 703638986
--------------------------------------------------------------------------------------------------------------------------
Security: F06106102
Meeting Type: MIX
Meeting Date: 25-Apr-2012
Ticker:
ISIN: FR0000120628
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/0217/201202171200387.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0316/201203161200914.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2011
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year
ended December 31, 2011
O.3 Allocation of income for the financial year Mgmt For For
2011, and setting the dividend at EUR 0.69
per share
O.4 Special report of the Statutory Auditors on Mgmt For For
regulated Agreements
O.5 Renewal of term of Mr. Francois Martineau Mgmt For For
as Board member
O.6 Appointment of Mr. Stefan Lippe as Board Mgmt For For
member
O.7 Appointment of Mrs. Doina Palici-Chehab as Mgmt For For
Board member upon proposal by employee
shareholders of AXA Group
O.8 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of
Mrs. Fewzia Allaouat as Board member upon
proposal by employee shareholders of AXA
Group
O.9 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Olivier Dot as Board member upon proposal
by employee shareholders of AXA Group
O.10 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Herbert Fuchs as Board member upon proposal
by employee shareholders of AXA Group
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Denis Gouyou-Beauchamps as Board member
upon proposal by employee
shareholders of AXA Group
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Thierry Jousset as Board member upon
proposal by employee shareholders of AXA
Group
O.13 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Rodney Koch as Board member upon proposal
by employee shareholders of AXA Group
O.14 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: appointment of Mr.
Emmanuel Rame as Board member upon proposal
by employee shareholders of AXA Group
O.15 Renewal of term of the firm Mgmt For For
PricewaterhouseCoopers Audit as principal
Statutory Auditor
O.16 Appointment of Mr. Yves Nicolas as deputy Mgmt For For
Statutory Auditor
O.17 Authorization granted to the Board of Mgmt For For
Directors to purchase common shares of the
Company
E.18 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital
by issuing common shares or securities
providing access to common shares of
the Company reserved for members of a
company savings plan
E.19 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital
by issuing common shares without
preferential subscription rights in favor
of a specified category of beneficiaries
E.20 Authorization granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of common shares
E.21 Amendment to the Statutes relating to Mgmt Against Against
agreements involving common operations and
concluded under standard conditions
E.22 Amendment to the Statutes relating to Mgmt For For
electronic signature
E.23 Powers to carry out all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO Agenda Number: 703594235
--------------------------------------------------------------------------------------------------------------------------
Security: E11805103
Meeting Type: AGM
Meeting Date: 15-Mar-2012
Ticker:
ISIN: ES0113211835
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 16 MAR 2012. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Examination and approval of the annual Mgmt For For
financial statements (balance sheet,
income statement, statement of changes in
net equity, cash flow statement and annual
report) and the management reports for
Banco Bilbao Vizcaya Argentaria,
S.A. and its consolidated Group. Allocation
of profits. Approval of corporate
management. All these refer to the year
ending 31st December 2011
2.1 Re-election of Mr Jose Antonio Fernandez Mgmt For For
Rivero
2.2 Re-election of Mr Jose Maldonado Ramos Mgmt For For
2.3 Re-election of Mr Enrique Medina Fernandez Mgmt For For
2.4 Ratification and appointment of Mr Juan Pi Mgmt For For
Llorens
2.5 Appointment of Ms Belen Garijo Lopez Mgmt For For
3 Conferral of authority on the Board of Mgmt For For
Directors, pursuant to article
297.1.b) of the Corporate Enterprise Act,
to increase share capital, over a five
year period, up to a maximum amount
corresponding to 50% of the
Company's share capital on the date of the
authorisation, on one or several
occasions, to the amount that the Board
decides, by issuing new ordinary or
privileged shares, with or without voting
rights, including redeemable shares,
or shares of any other kind permitted by
law, expressly envisaging the
possibility of incomplete subscription
4.1 Increase the share capital by the amount to Mgmt For For
be determined according to the terms of
the resolution, by issuance of new ordinary
shares each with a nominal value of
forty-nine euro cents (EUR 0.49), without
issue premium, of the same class and
series as the shares currently outstanding,
to be charged to voluntary reserves coming
from undistributed earnings, expressly
envisaging the possibility of
incomplete subscription of the capital
increase. Conferral of authority on the
Board of Directors to set the
conditions of the increase insofar as these
are not established by this General
CONT CONTD shares on the Madrid, Barcelona, Non-Voting
Bilbao and Valencia stock exchanges,
under the continuous market system (Sistema
de Interconexion Bursatil), and trading
on the non-Spanish stock exchanges on which
the Banco Bilbao Vizcaya Argentaria, S.A.
shares are already listed, in the form
required by each one
4.2 Increase the share capital by the amount to Mgmt For For
be determined according to the terms of
the resolution, by issuance of new ordinary
shares each with a nominal value of
forty-nine euro cents (EUR 0.49), without
issue premium, of the same class and
series as the shares currently outstanding,
to be charged to voluntary reserves coming
from undistributed earnings, expressly
envisaging the possibility of
incomplete subscription of the capital
increase. Conferral of authority on the
Board of Directors to set the
conditions of the increase insofar as these
are not established by this General
CONT CONTD shares on the Madrid, Barcelona, Non-Voting
Bilbao and Valencia stock exchanges,
under the continuous market system (Sistema
de Interconexion Bursatil), and trading
on the non-Spanish stock exchanges on which
the Banco Bilbao Vizcaya Argentaria, S.A.
shares are already listed, in the form
required by each one
5 Confer authority on the Board of Directors, Mgmt For For
for a maximum period of 5 years, to issue
securities convertible into and/or
exchangeable for shares of the Company
up to a maximum value of EUR 12,000,000,000
(Twelve Billion Euros), and authority to
exclude or not exclude pre-emptive
subscription rights as established in
article 511 of the Corporate Enterprise
Act; establish the bases and modalities
of the conversion and increase in share
capital by the amount necessary, amending
article 5 of the Company Bylaws where
applicable
6.1 Approval of the modification of the Mgmt For For
settlement and payment system of the
Multi-Year Variable Share Remuneration
Programme for 2010/2011, approved by the
General Meeting, 12th March 2010, in
compliance with the requirements
established to such effect under Royal
Decree 771/2011, 3rd June
6.2 Approval of the conditions of the variable Mgmt For For
scheme of remuneration with BBVA shares
for 2012 for the Group's management,
including executive directors and members
of the senior management
7.1 Approval of the amendment to the following Mgmt For For
articles in the Company Bylaws in order to
adapt them to the Corporate Enterprise Act,
in the wording given under Act 25/2011,
1st August: article 20. Notice of meeting
(to include a new paragraph on the
request for a supplement to the notice of
meeting and new resolution proposals,
pursuant to article 519 of the Corporate
Enterprise Act); article 21. Form and
content of the notice of meeting (to
include the new measures for
disseminating the announcement pursuant to
article 516 of the Corporate Enterprise
Act); article 29. Shareholders' right to
CONT CONTD article 40. Board meetings and notice Non-Voting
of meetings (to include a new paragraph
on the calling of the meeting by one third
of the directors pursuant to
article 246.2 of the Corporate Enterprise
Act); and article 41. Quorum and adoption
of resolutions (to adapt it to article 247
of the Corporate Enterprise Act)
7.2 Approve the amendment of article 53 of the Mgmt For For
Company Bylaws on the Allocation of
profit or losses (to eliminate sections a),
b) and c) and to adapt it to the
provisions of article 273 of the Corporate
Enterprise Act) and inclusion of a new
article 33 bis Remuneration (regarding the
directors' remuneration system); and
consequently, determination of the annual
allocation
8 Approve the amendment of the following Mgmt For For
articles of the General Meeting
Regulations to adapt them to the Corporate
Enterprise Act, in the wording given
under Act 25/2011, 1st August, and to
adjust them to the wording of the Company
Bylaws following the adoption of the
previous resolution: article 5.
Publication of the notice of meeting (to
adapt it to articles 516, 517 and 518 of
the Corporate Enterprise Act, regarding the
media for disseminating the
announcement; the content of the notice of
meeting and the information to be published
on the Company website); article 6.
CONT CONTD the wording); article 9. Proxies for Non-Voting
the General Meeting (to adapt it to
article 522 of the Corporate Enterprise
Act); article 10. Public call for proxy
(to adapt it to articles 523 and 526 of the
Corporate Enterprise Act); article 18.
Organisation of General Meetings (to adapt
it to article 29 of the Company Bylaws
and article 520 of the Corporate Enterprise
Act); article 19. Voting the resolution
proposals (to include rules on the order of
voting on the new resolution proposals and
on voting by financial intermediaries)
and article 23. Publicising the resolutions
(to include the publication of the
CONT CONTD Bylaws and article 519 of the Non-Voting
Corporate Enterprise Act)
9 Re-election of the firm to audit the Mgmt For For
accounts of Banco Bilbao Vizcaya
Argentaria, S.A. and its consolidated Group
in 2012
10 Conferral of authority on the Board of Mgmt For For
Directors, which may in turn delegate said
authority, to formalise, correct, interpret
and implement the resolutions
adopted by the General Meeting
11 Consultative vote on the Report on the BBVA Mgmt For For
Board of Directors remuneration policy
PLEASE BE AWARE THERE IS A MINIMUM OF Non-Voting
SHARES TO ASSIST TO THE MEETING WHICH IS
500.THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN RECORD DATE FROM 09 MAR 12 TO 08
MAR 12 AND RECEIPT OF 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.
--------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER SA, SANTANDER Agenda Number: 703632578
--------------------------------------------------------------------------------------------------------------------------
Security: E19790109
Meeting Type: OGM
Meeting Date: 30-Mar-2012
Ticker:
ISIN: ES0113900J37
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.A Examination and, if appropriate, approval Mgmt For For
of the annual accounts (balance sheet,
profit and loss statement, statement of
recognised income and expense, statement of
changes in total equity, cash flow
statement, and notes) of Banco Santander,
S.A. and its consolidated Group, all with
respect to the Financial Year ended 31
December 2011
1.B Examination and, if appropriate, approval Mgmt For For
of the corporate management for Financial
Year 2011
2 Application of results obtained during Mgmt For For
Financial Year 2011
3.a Appointment of Ms Esther Gimenez-Salinas i Mgmt For For
Colomer
3.b Ratification of the appointment and Mgmt Against Against
re-election of Mr Vittorio Corbo Lioi
3.c Re-election of Mr Juan Rodriguez Inciarte Mgmt Against Against
3.d Re-election of Mr Emilio Botin-Sanz de Mgmt Against Against
Sautuola y Garcia de los Rios
3.e Re-election of Mr Matias Rodriguez Inciarte Mgmt Against Against
3.f Re-election of Mr Manuel Soto Serrano Mgmt Against Against
4 To re-elect the firm Deloitte, S.L., with a Mgmt For For
registered office in Madrid, at Plaza Pablo
Ruiz Picasso, 1, Torre Picasso, and Tax ID
Code B-79104469, as Auditor of Accounts for
verification of the annual accounts and
management report of the Bank and of the
consolidated Group for Financial Year 2012
5.a Amendment of Articles 22 (types of general Mgmt For For
shareholders' meetings), 23 (power and duty
to call a meeting), 24 (call of a general
shareholders' meeting), 27 (attendance at
the general shareholders' meeting by
proxy), 31 (right to receive information)
and 61 (website)
5.b Amendment of Article 69 (supervening assets Mgmt For For
and liabilities)
6.a Amendment of Articles 4 (call to the Mgmt For For
general shareholders' meeting), 5
(announcement of the call to meeting), 6
(information available as of the date of
the call to meeting), 7 (right to receive
information prior to the holding of the
general shareholders' meeting) and 8
(proxies)
6.b Amendment of Articles 18 (information), 19 Mgmt For For
(proposals), 21 (voting on proposed
resolutions) 22 (fractional voting) and 26
(publication of resolutions)
7 Delegation to the Board of Directors of the Mgmt For For
power to carry out the resolution to be
adopted by the shareholders at the Meeting
to increase the share capital pursuant to
the provisions of Section 297.1.a) of the
Spanish Capital Corporations Law, depriving
of effect the authorisation granted by
means of Resolution Seven adopted by the
shareholders at the Ordinary General
Shareholders' Meeting of 17 June 2011
8 Authorisation to the Board of Directors Mgmt For For
such that, pursuant to the provisions of
Section 297.1.b) of the Spanish Capital
Corporations Law, it may increase the share
capital on one or more occasions and at any
time, within a period of three years, by
means of cash contributions and by a
maximum nominal amount of 2,269,213,350
Euros, all upon such terms and conditions
as it deems appropriate, depriving of
effect, to the extent of the unused amount,
the authorisation granted under resolution
Seven II) adopted at the Ordinary General
Shareholders' Meeting of 19 June 2009.
Delegation of the power to exclude
9.a Increase in share capital by such amount as Mgmt For For
may be determined pursuant to the terms of
the resolution, by means of the issuance of
new ordinary shares having a par value of
one-half (0.5) Euro each, with no share
premium, of the same class and series as
those that are currently outstanding, with
a charge to reserves. Offer to acquire free
allotment rights at a guaranteed price and
power to use voluntary reserves from
retained earnings for such purpose. Express
provision for the possibility of less than
full allotment. Delegation of powers to the
Board of Directors, which may in turn
delegate such powers to the Executive
9.b Increase in share capital by such amount as Mgmt For For
may be determined pursuant to the terms of
the resolution by means of the issuance of
new ordinary shares having a par value of
one-half (0.5) Euro each, with no share
premium, of the same class and series as
those that are currently outstanding, with
a charge to reserves. Offer to purchase
free allotment rights at a guaranteed
price. Express provision for the
possibility of less than full allotment.
Delegation of powers to the Board of
Directors, which may in turn delegate such
powers to the Executive Committee, to
establish the terms and conditions of the
9.c Increase in share capital by such amount as Mgmt For For
may be determined pursuant to the terms of
the resolution by means of the issuance of
new ordinary shares having a par value of
one-half (0.5) Euro each, with no share
premium, of the same class and series as
those that are currently outstanding, with
a charge to reserves. Offer to acquire free
allotment rights at a guaranteed price.
Express provision for the possibility of
less than full allotment. Delegation of
powers to the Board of Directors, which may
in turn delegate such powers to the
Executive Committee, to establish the terms
and conditions of the increase as to all
9.d Increase in share capital by such amount as Mgmt For For
may be determined pursuant to the terms of
the resolution by means of the issuance of
new ordinary shares having a par value of
one-half (0.5) euro each, with no share
premium, of the same class and series as
those that are currently outstanding, with
a charge to reserves. Offer to acquire free
allotment rights at a guaranteed price.
Express provision for the possibility of
less than full allotment. Delegation of
powers to the Board of Directors, which may
in turn delegate such powers to the
Executive Committee, to establish the terms
and conditions of the increase as to all
10.a Delegation to the Board of Directors of the Mgmt For For
power to issue fixed-income securities,
preferred interests or debt instruments of
a similar nature (including warrants) that
are convertible into and/or exchangeable
for shares of the Company. Establishment of
the standards for determining the basis and
methods for the conversion and/or exchange
and grant to the Board of Directors of the
power to increase share capital by the
required amount, as well as to exclude the
pre-emptive rights of shareholders. To
deprive of effect, to the extent not used,
the delegation of powers approved by
resolution Nine A II) of the shareholders
10.b Delegation to the Board of Directors of the Mgmt For For
power to issue fixed-income securities,
preferred interests or debt instruments of
a similar nature (including certificates,
promissory notes and warrants) that are not
convertible into shares
10.c Possibility of voluntary early conversion Mgmt For For
of the mandatorily convertible debentures
issued by Banco Santander, S.A. in 2007
11.a Second cycle of the Deferred and Mgmt For For
Conditional Variable Remuneration Plan
11.b Third cycle of the Deferred and Conditional Mgmt For For
Share Plan
11.c Incentive plan for employees of Santander Mgmt For For
UK plc and other companies of the Group in
the United Kingdom by means of options on
shares of the Bank linked to the
contribution of periodic monetary amounts
and to certain continuity requirements
12 Authorisation to the Board of Directors to Mgmt For For
interpret, remedy, supplement, carry out
and further develop the resolutions adopted
by the shareholders at the Meeting, as well
as to delegate the powers received from the
shareholders at the Meeting, and grant of
powers to convert such resolutions into
notarial instruments
13 Annual report on director remuneration Mgmt For For
policy
--------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 703675706
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 27-Apr-2012
Ticker:
ISIN: GB0031348658
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the Reports of the Directors and Mgmt For For
Auditors and the audited accounts of the
Company for the year ended 31 December
2011, now laid before the meeting, be
received
2 That the Remuneration Report for the year Mgmt For For
ended 31 December 2011, now laid before the
meeting, be approved
3 That Marcus Agius be re-elected a Director Mgmt For For
of the Company
4 That David Booth be re-elected a Director Mgmt For For
of the Company
5 That Alison Carnwath be re-elected a Mgmt For For
Director of the Company
6 That Fulvio Conti be re-elected a Director Mgmt For For
of the Company
7 That Bob Diamond be re-elected a Director Mgmt For For
of the Company
8 That Simon Fraser be re-elected a Director Mgmt For For
of the Company
9 That Reuben Jeffery III be re-elected a Mgmt For For
Director of the Company
10 That Sir Andrew Likierman be re-elected a Mgmt For For
Director of the Company
11 That Chris Lucas be re-elected a Director Mgmt For For
of the Company
12 That Dambisa Moyo be re-elected a Director Mgmt For For
of the Company
13 That Sir Michael Rake be re-elected a Mgmt For For
Director of the Company
14 That Sir John Sunderland be re-elected a Mgmt For For
Director of the Company
15 That PricewaterhouseCoopers LLP, Chartered Mgmt For For
Accountants and Statutory Auditors, be
reappointed as auditors of the Company to
hold office from the conclusion of this
meeting until the conclusion of the next
Annual General Meeting at which accounts
are laid before the Company
16 That the Directors be authorised to set the Mgmt For For
remuneration of the auditors
17 That, in accordance with section 366 of the Mgmt For For
Companies Act 2006 (the 'Act') the Company
and any company which, at any time during
the period for which this resolution has
effect, is a subsidiary of the Company, be
and are hereby authorised to: (a) make
political donations to political
organisations not exceeding GBP 25,000 in
total; and (b) incur political expenditure
not exceeding GBP 100,000 in total, in each
case during the period commencing on the
date of this resolution and ending on the
date of the Annual General Meeting of the
Company to be held in 2013 or on 30 June
2013, whichever is the earlier, provided
18 That, in substitution for all existing Mgmt For For
authorities, the Directors be and are
hereby generally and unconditionally
authorised pursuant to section 551 of the
Act to exercise all the powers of the
Company to: (a) allot shares (as defined in
section 540 of the Act) in the Company or
grant rights to subscribe for or to convert
any security into shares in the Company up
to an aggregate nominal amount of GBP
1,056,812,142, USD 77,500,000, EUR
40,000,000 and YEN 4,000,000,000; and (b)
allot equity securities (as defined in
section 560 of the Act) up to an aggregate
nominal amount of GBP 2,033,624,284 (such
19 That, in substitution for all existing Mgmt For For
powers, and subject to the passing of
resolution 18, the Directors be generally
empowered pursuant to section 570 of the
Act to allot equity securities (as defined
in section 560 of the Act) for cash,
pursuant to the authority granted by
resolution 18 and/or where the allotment
constitutes an allotment of equity
securities by virtue of section 560(3) of
the Act, in each case free of the
restriction in section 561 of the Act, such
power to be limited: (a) to the allotment
of equity securities in connection with an
offer of equity securities (but in the case
20 That the Company be generally and Mgmt For For
unconditionally authorised for the purposes
of section 701 of the Act to make market
purchases (within the meaning of section
693 of the Act) on the London Stock
Exchange of up to an aggregate of
1,220,174,570 ordinary shares of 25p each
in its capital, and may hold such shares as
treasury shares, provided that: (a) the
minimum price (exclusive of expenses) which
may be paid for each ordinary share is not
less than 25p; (b) the maximum price
(exclusive of expenses) which may be paid
for each ordinary share shall not be more
than the higher of (i) 105% of the average
21 That the Directors be and are hereby Mgmt For For
authorised to call general meetings (other
than an AGM) on not less than 14 clear
days' notice, such authority to expire at
the end of the AGM of the Company to be
held in 2013 or the close of business on 30
June 2013, whichever is the earlier
--------------------------------------------------------------------------------------------------------------------------
BASF SE, LUDWIGSHAFEN/RHEIN Agenda Number: 703669195
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 27-Apr-2012
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
For German registered shares, the shares Non-Voting
have to be registered within the company's
shareholder book. Depending on the
processing of the local sub custodian if a
client wishes to withdraw its voting
instruction due to intentions to trade/lend
their stock, a Take No Action vote must be
received by the vote deadline as displayed
on ProxyEdge to facilitate de-registration
of shares from the company's shareholder
book. Any Take No Action votes received
after the vote deadline will only be
forwarded and processed on a best effort
basis. Please contact your client services
representative if you require further
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
12.04.2012. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved Financial Non-Voting
Statements of BASF SE and the approved
Consolidated Financial Statements of the
BASF Group for the financial year 2011;
presentation of the Management's Analyses
of BASF SE and the BASF Group for the
financial year 2011 including the
explanatory reports on the data according
to Section 289 (4) and Section 315 (4) of
the German Commercial Code; presentation of
the Report of the Supervisory Board.
2. Adoption of a resolution on the Mgmt For For
appropriation of profit
3. Adoption of a resolution giving formal Mgmt For For
approval to the actions of the members of
the Supervisory Board
4. Adoption of a resolution giving formal Mgmt For For
approval to the actions of the members of
the Board of Executive Directors
5. Election of the auditor for the financial Mgmt For For
year 2012
6. Authorization to buy back shares and put Mgmt For For
them to further use including the
authorization to redeem bought-back shares
and reduce capital
7. Resolution on the amendment of Article 17 Mgmt For For
of the Statutes
--------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN Agenda Number: 703639801
--------------------------------------------------------------------------------------------------------------------------
Security: D0712D163
Meeting Type: AGM
Meeting Date: 27-Apr-2012
Ticker:
ISIN: DE000BAY0017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
For German registered shares, the shares Non-Voting
have to be registered within the company's
shareholder book. Depending on the
processing of the local sub custodian if a
client wishes to withdraw its voting
instruction due to intentions to trade/lend
their stock, a Take No Action vote must be
received by the vote deadline as displayed
on ProxyEdge to facilitate de-registration
of shares from the company's shareholder
book. Any Take No Action votes received
after the vote deadline will only be
forwarded and processed on a best effort
basis. Please contact your client services
representative if you require further
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
12.04.2012. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted annual Mgmt For For
financial statements and the approved
consolidated financial statements, the
Combined Management Report, the report of
the Supervisory Board, the explanatory
report by the Board of Management on
takeover-related disclosures, and the
proposal by the Board of Management on the
appropriation of distributable profit for
the fiscal year 2011. Resolution on the
appropriation of distributable profit.
2. Ratification of the actions of the members Mgmt For For
of the Board of Management
3. Ratification of the actions of the members Mgmt For For
of the Supervisory Board
4.A Supervisory Board elections: Dr. Manfred Mgmt For For
Schneider, (until September 30, 2012)
4.B Supervisory Board elections: Werner Mgmt For For
Wenning, (from October 1, 2012)
4.C Supervisory Board elections: Dr. Paul Mgmt For For
Achleitner
4.D Supervisory Board elections: Dr. Clemens Mgmt For For
Boersig
4.E Supervisory Board elections: Thomas Ebeling Mgmt For For
4.F Supervisory Board elections: Dr. rer. pol. Mgmt For For
Klaus Kleinfeld
4.G Supervisory Board elections: Dr. rer. nat. Mgmt For For
Helmut Panke
4.H Supervisory Board elections: Sue H. Rataj Mgmt For For
4.I Supervisory Board elections: Prof. Dr.-Ing. Mgmt For For
Ekkehard D. Schulz, (until AGM 2014)
4.J Supervisory Board elections: Dr. Klaus Mgmt For For
Sturany
4.K Supervisory Board elections: Prof. Dr. Dr. Mgmt For For
h. c. mult. Ernst-Ludwig Winnacker, (until
AGM 2014)
5. Amendment to the Articles of Incorporation Mgmt For For
concerning compensation of the Supervisory
Board (Article 12 of the Articles of
Incorporation)
6. Election of the auditor of the financial Mgmt For For
statements and for the review of the
half-yearly financial report
--------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN Agenda Number: 703687496
--------------------------------------------------------------------------------------------------------------------------
Security: D12096109
Meeting Type: AGM
Meeting Date: 16-May-2012
Ticker:
ISIN: DE0005190003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 25.04.2012, 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
01.05.2012. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the Company Financial Non-Voting
Statements and the Group Financial
Statements for the financial year ended 31
December 2011, as approved by the
Supervisory Board, together with the
Combined Company and Group Management
Report, the Explanatory Report of the Board
of Management on the information required
pursuant to section 289 (4) and section 315
(4) and section 289 and section 315 (2) no.
5 HGB (German Commercial Code) and the
Report of the Supervisory Board
2. Resolution on the utilisation of Mgmt For For
unappropriated profit
3. Ratification of the acts of the Board of Mgmt For For
Management
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Election of the auditor: KPMG AG Mgmt For For
Wirtschaftspr fungsgesellschaft, Berlin
6. Resolution on the approval of the Mgmt For For
compensation system for members of the
Board of Management for financial years
from 1 January 2011 onwards
--------------------------------------------------------------------------------------------------------------------------
BEAM INC. Agenda Number: 933559532
--------------------------------------------------------------------------------------------------------------------------
Security: 073730103
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: BEAM
ISIN: US0737301038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RICHARD A. GOLDSTEIN Mgmt For For
1B. ELECTION OF DIRECTOR: STEPHEN W. GOLSBY Mgmt For For
1C. ELECTION OF DIRECTOR: ANN F. HACKETT Mgmt For For
1D. ELECTION OF DIRECTOR: A.D. DAVID MACKAY Mgmt For For
1E. ELECTION OF DIRECTOR: MATTHEW J. SHATTOCK Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT A. STEELE Mgmt For For
1G. ELECTION OF DIRECTOR: PETER M. WILSON Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. APPROVAL OF THE BEAM INC. 2012 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
5. RE-APPROVAL OF THE ANNUAL EXECUTIVE Mgmt For For
INCENTIVE COMPENSATION PLAN.
--------------------------------------------------------------------------------------------------------------------------
BG GROUP PLC Agenda Number: 703702957
--------------------------------------------------------------------------------------------------------------------------
Security: G1245Z108
Meeting Type: AGM
Meeting Date: 16-May-2012
Ticker:
ISIN: GB0008762899
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Accept Financial Statements and Statutory Mgmt For For
Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend Mgmt For For
4 Elect Vivienne Cox as Director Mgmt For For
5 Elect Chris Finlayson as Director Mgmt For For
6 Elect Andrew Gould as Director Mgmt For For
7 Re-elect Peter Backhouse as Director Mgmt For For
8 Re-elect Fabio Barbosa as Director Mgmt For For
9 Re-elect Sir Frank Chapman as Director Mgmt For For
10 Re-elect Baroness Hogg as Director Mgmt For For
11 Re-elect Dr John Hood as Director Mgmt For For
12 Re-elect Martin Houston as Director Mgmt For For
13 Re-elect Caio Koch-Weser as Director Mgmt For For
14 Re-elect Sir David Manning as Director Mgmt For For
15 Re-elect Mark Seligman as Director Mgmt For For
16 Re-elect Patrick Thomas as Director Mgmt For For
17 Re-elect Philippe Varin as Director Mgmt For For
18 Re-appoint PricewaterhouseCoopers LLP as Mgmt For For
Auditors
19 Authorise the Audit Committee to Fix Mgmt For For
Remuneration of Auditors
20 Approve EU Political Donations and Mgmt For For
Expenditure
21 Authorise Issue of Equity with Pre-emptive Mgmt For For
Rights
22 Authorise Issue of Equity without Mgmt For For
Pre-emptive Rights
23 Authorise Market Purchase Mgmt For For
24 Authorise the Company to Call EGM with Two Mgmt For For
Weeks' Notice
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933510504
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 17-Nov-2011
Ticker: BHP
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2011 FINANCIAL STATEMENTS Mgmt For For
AND REPORTS FOR BHP BILLITON LIMITED AND
BHP BILLITON PLC
02 TO ELECT LINDSAY MAXSTED AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO ELECT SHRITI VADERA AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT MALCOLM BROOMHEAD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON
PLC
05 TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON
PLC
07 TO RE-ELECT DAVID CRAWFORD AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
08 TO RE-ELECT CAROLYN HEWSON AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
09 TO RE-ELECT MARIUS KLOPPERS AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON
PLC
10 TO RE-ELECT WAYNE MURDY AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
11 TO RE-ELECT KEITH RUMBLE AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
12 TO RE-ELECT JOHN SCHUBERT AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
13 TO RE-ELECT JACQUES NASSER AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
14 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR Mgmt For For
OF BHP BILLITON PLC
15 TO RENEW THE GENERAL AUTHORITY TO ISSUE Mgmt For For
SHARES IN BHP BILLITON PLC
16 TO APPROVE THE AUTHORITY TO ISSUE SHARES IN Mgmt For For
BHP BILLITON PLC FOR CASH
17 TO APPROVE THE REPURCHASE OF SHARES IN BHP Mgmt For For
BILLITON PLC
18 TO APPROVE THE 2011 REMUNERATION REPORT Mgmt For For
19 TO APPROVE TERMINATION BENEFITS FOR GROUP Mgmt For For
MANAGEMENT COMMITTEE MEMBERS
20 TO APPROVE THE GRANT OF AWARDS TO MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS, PARIS Agenda Number: 703650665
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: MIX
Meeting Date: 23-May-2012
Ticker:
ISIN: FR0000131104
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
http://www.journal-officiel.gouv.fr//pdf/20
12/0312/201203121200812.pdf AND htt
ps://balo.journal-officiel.gouv.fr/pdf/2012
/0420/201204201201582.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2011
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2011
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2011 and distribution of
the dividend
O.4 Special report of the Statutory Auditors on Mgmt For For
the agreements and commitments pursuant to
Articles L.225-38 et seq. of the Commercial
Code, and approval of the agreements and
commitments therein, including those
concluded between a company and its
corporate officers and also between
companies of a group with common corporate
officers
O.5 Authorization for BNP Paribas to repurchase Mgmt For For
its own shares
O.6 Renewal of terms of Deloitte & Associes as Mgmt For For
principal Statutory Auditor and BEAS as
deputy Statutory Auditor
O.7 Renewal of terms of Mazars as principal Mgmt For For
Statutory Auditor and Michel Barbet-Massin
as deputy Statutory Auditor
O.8 Renewal of terms of PricewaterhouseCoopers Mgmt For For
Audit as principal Statutory Auditor and
appointment of Anik Chaumartin as deputy
Statutory Auditor
O.9 Renewal of term of Mr. Denis Kessler as Mgmt Against Against
Board member
O.10 Renewal of term of Mrs. Laurence Parisot as Mgmt For For
Board member
O.11 Renewal of term of Mr. Michel Pebereau as Mgmt Against Against
Board member
O.12 Appointment of Mr. Pierre-Andre de Mgmt For For
Chalendar as Board member
E.13 Issuance while maintaining preferential Mgmt For For
subscription rights of common share and
securities providing access to capital or
entitling to the allotment of debt
securities
E.14 Issuance with cancellation of preferential Mgmt For For
subscription rights of common share and
securities providing access to capital or
entitling to the allotment of debt
securities
E.15 Issuance with cancellation of preferential Mgmt For For
subscription rights of common share and
securities providing access to capital, in
consideration for share contributions from
public exchange offers
E.16 Issuance with cancellation of preferential Mgmt For For
subscription rights of common share or
securities providing access to capital, in
consideration for share contributions
within the limit of 10% of capital
E.17 Overall limitation of authorizations to Mgmt For For
issue shares with cancellation of
preferential subscription rights
E.18 Capital increase by incorporation of Mgmt For For
reserves or profits, issuance or
contribution premiums
E.19 Overall limitation of authorizations to Mgmt For For
issue shares while maintaining or
cancelling preferential subscription rights
E.20 Authorization to be granted to the Board of Mgmt For For
Directors to carry out operations reserved
for members of a Company Savings Plan of
the BNP Paribas Group which may take the
form of capital increase and/or transfer of
reserved shares
E.21 Authorization to be granted to the Board of Mgmt For For
Directors to reduce capital by cancellation
of shares
E.22 Powers to the bearer of an original, a copy Mgmt For For
or an extract of the minutes of this
Combined General Meeting to carry out all
legal formalities
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLE SS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 933579368
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 15-May-2012
Ticker: BXP
ISIN: US1011211018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LAWRENCE S. BACOW Mgmt For For
1B ELECTION OF DIRECTOR: ZOE BAIRD BUDINGER Mgmt For For
1C ELECTION OF DIRECTOR: DOUGLAS T. LINDE Mgmt For For
1D ELECTION OF DIRECTOR: MATTHEW J. LUSTIG Mgmt For For
1E ELECTION OF DIRECTOR: ALAN J. PATRICOF Mgmt For For
1F ELECTION OF DIRECTOR: MARTIN TURCHIN Mgmt For For
1G ELECTION OF DIRECTOR: DAVID A. TWARDOCK Mgmt For For
2 TO APPROVE, BY NON-BINDING RESOLUTION, THE Mgmt For For
COMPANY'S NAMED EXECUTIVE OFFICER
COMPENSATION.
3 TO APPROVE THE BOSTON PROPERTIES, INC. 2012 Mgmt For For
STOCK OPTION AND INCENTIVE PLAN.
4 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
--------------------------------------------------------------------------------------------------------------------------
BP PLC, LONDON Agenda Number: 703642682
--------------------------------------------------------------------------------------------------------------------------
Security: G12793108
Meeting Type: AGM
Meeting Date: 12-Apr-2012
Ticker:
ISIN: GB0007980591
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Directors' Remuneration Report Mgmt For For
3 To re-elect Mr R W Dudley as a Director Mgmt For For
4 To re-elect Mr I C Conn as a Director Mgmt For For
5 To elect Dr B Gilvary as a Director Mgmt For For
6 To re-elect Dr B E Grote as a Director Mgmt For For
7 To re-elect Mr P M Anderson as a Director Mgmt For For
8 To re-elect Mr F L Bowman as a Director Mgmt For For
9 To re-elect Mr A Burgmans as a Director Mgmt For For
10 To re-elect Mrs C B Carroll as a Director Mgmt For For
11 To re-elect Mr G David as a Director Mgmt For For
12 To re-elect Mr I E L Davis as a Director Mgmt For For
13 To elect Professor Dame Ann Dowling as a Mgmt For For
Director
14 To re-elect Mr B R Nelson as a Director Mgmt For For
15 To re-elect Mr F P Nhleko as a Director Mgmt For For
16 To elect Mr A B Shilston as a Director Mgmt For For
17 To re-elect Mr C-H Svanberg as a Director Mgmt For For
18 To reappoint Ernst & Young LLP as auditors Mgmt For For
from the conclusion of this meeting
until the conclusion of the next general
meeting before which accounts are
laid and to authorize the Directors to fix
the auditors' remuneration
19 Share buyback Mgmt For For
20 Directors' authority to allot shares Mgmt For For
(Section 551)
21 Directors' authority to allot shares Mgmt For For
(Section 561)
22 Notice of general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC, LONDON Agenda Number: 703679095
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 26-Apr-2012
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.O.1 Receipt of the 2011 Report and Accounts Mgmt For For
2.O.2 Approval of the 2011 Remuneration Report Mgmt For For
3.O.3 Declaration of the final dividend for 2011 Mgmt For For
4.O.4 Re-appointment of the Auditors: Mgmt For For
PricewaterhouseCoopers LLP
5.O.5 Authority for the Directors to agree the Mgmt For For
Auditors' remuneration
6.O.6 Re-election of Richard Burrows as a Mgmt For For
Director (N)
7.O.7 Re-election of John Daly as a Director Mgmt For For
8.O.8 Re-election of Karen de Segundo as a Mgmt For For
Director (C, N, R)
9.O.9 Re-election of Nicandro Durante as a Mgmt For For
Director
10O10 Re-election of Robert Lerwill as a Director Mgmt For For
(A, N, R)
11O11 Re-election of Christine Morin-Postel as a Mgmt For For
Director (N, R)
12O12 Re-election of Gerry Murphy as a Director Mgmt For For
(C, N, R)
13O13 Re-election of Kieran Poynter as a Director Mgmt For For
(C, N, R)
14O14 Re-election of Anthony Ruys as a Director Mgmt For For
(A, N, R)
15O15 Re-election of Sir Nicholas Scheele as a Mgmt For For
Director (A, N, R)
16O16 Re-election of Ben Stevens as a Director Mgmt For For
17O17 Election of Ann Godbehere as a Director (C, Mgmt For For
N, R) who has been appointed since the last
Annual General Meeting
18O18 Renewal of the Directors' authority to Mgmt For For
allot shares
19S.1 Renewal of the Directors' authority to Mgmt For For
disapply pre-emption rights
20S.2 Authority for the Company to purchase its Mgmt For For
own shares
21S.3 Notice period for General Meetings, may be Mgmt For For
called on not less than 14 days notice
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RESOLUTION
8 AND 20 AND RECEIPT OF AUDITOR NAME. 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.
--------------------------------------------------------------------------------------------------------------------------
CELGENE CORPORATION Agenda Number: 933620189
--------------------------------------------------------------------------------------------------------------------------
Security: 151020104
Meeting Type: Annual
Meeting Date: 13-Jun-2012
Ticker: CELG
ISIN: US1510201049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ROBERT J. HUGIN Mgmt For For
R.W. BARKER, D. PHIL. Mgmt For For
MICHAEL D. CASEY Mgmt For For
CARRIE S. COX Mgmt For For
RODMAN L. DRAKE Mgmt For For
M.A. FRIEDMAN, M.D. Mgmt For For
GILLA KAPLAN, PH.D. Mgmt For For
JAMES J. LOUGHLIN Mgmt For For
ERNEST MARIO, PH.D. Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2012.
3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
2008 STOCK INCENTIVE PLAN.
4. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
5. STOCKHOLDER PROPOSAL DESCRIBED IN MORE Shr For Against
DETAIL IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
CENTURYLINK, INC. Agenda Number: 933600846
--------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Annual
Meeting Date: 23-May-2012
Ticker: CTL
ISIN: US1567001060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. APPROVE CHARTER AMENDMENT TO DECLASSIFY OUR Mgmt For For
BOARD OF DIRECTORS.
1B. APPROVE CHARTER AMENDMENT TO INCREASE OUR Mgmt For For
AUTHORIZED SHARES.
2. DIRECTOR
FRED R. NICHOLS Mgmt For For
HARVEY P. PERRY Mgmt For For
LAURIE A. SIEGEL Mgmt For For
JOSEPH R. ZIMMEL Mgmt For For
3. RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT AUDITOR FOR 2012.
4. ADVISORY VOTE REGARDING OUR EXECUTIVE Mgmt For For
COMPENSATION.
5A. SHAREHOLDER PROPOSAL REGARDING BONUS Shr For Against
DEFERRALS.
5B. SHAREHOLDER PROPOSAL REGARDING Shr For Against
PERFORMANCE-BASED RESTRICTED STOCK.
5C. SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS REPORTS.
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 933557069
--------------------------------------------------------------------------------------------------------------------------
Security: 172967424
Meeting Type: Annual
Meeting Date: 17-Apr-2012
Ticker: C
ISIN: US1729674242
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: FRANZ B. HUMER Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT L. JOSS Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Mgmt For For
1D ELECTION OF DIRECTOR: VIKRAM S. PANDIT Mgmt For For
1E ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Mgmt For For
1F ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1G ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1H ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Mgmt For For
1I ELECTION OF DIRECTOR: JOAN E. SPERO Mgmt For For
1J ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For
1K ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, Mgmt For For
JR.
1L ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE Mgmt For For
DE LEON
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG Mgmt For For
LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For
CITIGROUP 2009 STOCK INCENTIVE PLAN.
04 ADVISORY APPROVAL OF CITI'S 2011 EXECUTIVE Mgmt Against Against
COMPENSATION.
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PRIOR GOVERNMENTAL SERVICE OF CERTAIN
INDIVIDUALS.
06 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
LOBBYING AND POLITICAL CONTRIBUTIONS.
07 STOCKHOLDER PROPOSAL REQUESTING THAT Shr For Against
EXECUTIVES RETAIN 25% OF THEIR STOCK FOR
ONE YEAR FOLLOWING TERMINATION.
08 STOCKHOLDER PROPOSAL REQUESTING THAT THE Shr Against For
AUDIT COMMITTEE CONDUCT AN INDEPENDENT
REVIEW AND REPORT ON CONTROLS RELATED TO
LOANS, FORECLOSURES, AND SECURITIZATIONS.
--------------------------------------------------------------------------------------------------------------------------
CLIFFS NATURAL RESOURCES INC. Agenda Number: 933575081
--------------------------------------------------------------------------------------------------------------------------
Security: 18683K101
Meeting Type: Annual
Meeting Date: 08-May-2012
Ticker: CLF
ISIN: US18683K1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: J.A. CARRABBA Mgmt For For
1B ELECTION OF DIRECTOR: S.M. CUNNINGHAM Mgmt For For
1C ELECTION OF DIRECTOR: B.J. ELDRIDGE Mgmt For For
1D ELECTION OF DIRECTOR: A.R. GLUSKI Mgmt For For
1E ELECTION OF DIRECTOR: S.M. GREEN Mgmt For For
1F ELECTION OF DIRECTOR: J.K. HENRY Mgmt For For
1G ELECTION OF DIRECTOR: J.F. KIRSCH Mgmt For For
1H ELECTION OF DIRECTOR: F.R. MCALLISTER Mgmt For For
1I ELECTION OF DIRECTOR: R.K. RIEDERER Mgmt For For
1J ELECTION OF DIRECTOR: R.A. ROSS Mgmt For For
2 TO AMEND OUR REGULATIONS TO ADD A PROVISION Mgmt For For
TO ALLOW BOARD TO AMEND REGULATIONS WITHOUT
SHAREHOLDER APPROVAL UNDER OHIO LAW
3 A PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For
BASIS, OUR NAMED EXECUTIVE OFFICER
COMPENSATION, COMMONLY KNOWN AS "SAY ON
PAY".
4 A PROPOSAL TO APPROVE THE 2012 INCENTIVE Mgmt For For
EQUITY PLAN.
5 A PROPOSAL TO APPROVE THE 2012 EXECUTIVE Mgmt For For
MANAGEMENT PERFORMANCE INCENTIVE PLAN.
6 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 933571689
--------------------------------------------------------------------------------------------------------------------------
Security: 194162103
Meeting Type: Annual
Meeting Date: 11-May-2012
Ticker: CL
ISIN: US1941621039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: NIKESH ARORA Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN T. CAHILL Mgmt For For
1C. ELECTION OF DIRECTOR: IAN COOK Mgmt For For
1D. ELECTION OF DIRECTOR: HELENE D. GAYLE Mgmt For For
1E. ELECTION OF DIRECTOR: ELLEN M. HANCOCK Mgmt For For
1F. ELECTION OF DIRECTOR: JOSEPH JIMENEZ Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD J. KOGAN Mgmt For For
1H. ELECTION OF DIRECTOR: DELANO E. LEWIS Mgmt For For
1I. ELECTION OF DIRECTOR: J. PEDRO REINHARD Mgmt For For
1J. ELECTION OF DIRECTOR: STEPHEN I. SADOVE Mgmt For For
2. RATIFY SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS COLGATE'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4. STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD Shr Against For
CHAIR.
--------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 933605620
--------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 31-May-2012
Ticker: CMCSA
ISIN: US20030N1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
KENNETH J. BACON Mgmt For For
SHELDON M. BONOVITZ Mgmt For For
JOSEPH J. COLLINS Mgmt For For
J. MICHAEL COOK Mgmt For For
GERALD L. HASSELL Mgmt For For
JEFFREY A. HONICKMAN Mgmt For For
EDUARDO G. MESTRE Mgmt For For
BRIAN L. ROBERTS Mgmt For For
RALPH J. ROBERTS Mgmt For For
JOHNATHAN A. RODGERS Mgmt For For
DR. JUDITH RODIN Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF OUR Mgmt For For
INDEPENDENT AUDITORS
3. APPROVAL OF THE COMCAST CORPORATION 2002 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN
4. APPROVAL OF THE COMCAST - NBCUNIVERSAL 2011 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN
5. TO PROVIDE FOR CUMULATIVE VOTING IN THE Shr Against For
ELECTION OF DIRECTORS
6. TO REQUIRE THAT THE CHAIRMAN OF THE BOARD Shr For Against
BE AN INDEPENDENT DIRECTOR
7. TO ADOPT A SHARE RETENTION POLICY FOR Shr For Against
SENIOR EXECUTIVES
8. TO MAKE POISON PILLS SUBJECT TO A Shr For Against
SHAREHOLDER VOTE
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 933579659
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 09-May-2012
Ticker: COP
ISIN: US20825C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES E. COPELAND, Mgmt For For
JR.
1D. ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Mgmt For For
1E. ELECTION OF DIRECTOR: RUTH R. HARKIN Mgmt For For
1F. ELECTION OF DIRECTOR: RYAN M. LANCE Mgmt For For
1G. ELECTION OF DIRECTOR: MOHD H. MARICAN Mgmt For For
1H. ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
1J. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Mgmt For For
1K. ELECTION OF DIRECTOR: HARALD J. NORVIK Mgmt For For
1L. ELECTION OF DIRECTOR: WILLIAM K. REILLY Mgmt For For
1M. ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Mgmt For For
1N. ELECTION OF DIRECTOR: KATHRYN C. TURNER Mgmt For For
1O. ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Mgmt For For
2. PROPOSAL TO RATIFY APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS CONOCOPHILLIPS' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. COMPANY ENVIRONMENTAL POLICY (LOUISIANA Shr Against For
WETLANDS).
5. ACCIDENT RISK MITIGATION. Shr Against For
6. REPORT ON GRASSROOTS LOBBYING EXPENDITURES. Shr Against For
7. GREENHOUSE GAS REDUCTION TARGETS. Shr Against For
8. GENDER EXPRESSION NON-DISCRIMINATION. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 933536344
--------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 26-Jan-2012
Ticker: COST
ISIN: US22160K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES D. SINEGAL Mgmt For For
JEFFREY H. BROTMAN Mgmt For For
RICHARD A. GALANTI Mgmt For For
DANIEL J. EVANS Mgmt For For
JEFFREY S. RAIKES Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
AUDITORS.
03 AMENDMENT OF COMPANY'S FIFTH RESTATED STOCK Mgmt For For
INCENTIVE PLAN.
04 APPROVAL, ON AN ADVISORY BASIS, OF Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933546004
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F113
Meeting Type: Annual
Meeting Date: 13-Mar-2012
Ticker: COV
ISIN: IE00B68SQD29
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOSE E. ALMEIDA Mgmt For For
1B ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1D ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
1E ELECTION OF DIRECTOR: CHRISTOPHER J. Mgmt For For
COUGHLIN
1F ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Mgmt For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
1H ELECTION OF DIRECTOR: MARTIN D. MADAUS Mgmt For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1J ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
02 APPOINT THE INDEPENDENT AUDITORS AND Mgmt For For
AUTHORIZE THE AUDIT COMMITTEE TO SET THE
AUDITORS' REMUNERATION.
03 AN ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
04 AUTHORIZE THE COMPANY TO MAKE MARKET Mgmt For For
PURCHASES OF COMPANY SHARES.
S5 AUTHORIZE THE PRICE RANGE AT WHICH THE Mgmt For For
COMPANY CAN REISSUE SHARES IT HOLDS AS
TREASURY SHARES. (SPECIAL RESOLUTION)
S6 AMEND ARTICLES OF ASSOCIATION TO PROVIDE Mgmt For For
FOR ESCHEATMENT IN ACCORDANCE WITH U.S.
LAWS. (SPECIAL RESOLUTION)
S7 AMEND ARTICLES OF ASSOCIATION TO GIVE THE Mgmt For For
BOARD OF DIRECTORS AUTHORITY TO DECLARE
NON-CASH DIVIDENDS. (SPECIAL RESOLUTION)
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 933591249
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 08-May-2012
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: MORTIMER M. CAPLIN Mgmt For For
1.2 ELECTION OF DIRECTOR: DONALD J. EHRLICH Mgmt For For
1.3 ELECTION OF DIRECTOR: LINDA P. HEFNER Mgmt For For
1.4 ELECTION OF DIRECTOR: TERI LIST-STOLL Mgmt For For
1.5 ELECTION OF DIRECTOR: WALTER G. LOHR, JR. Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS DANAHER'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2012.
3. TO APPROVE AN AMENDMENT TO DANAHER'S Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK OF DANAHER FROM 1 BILLION
(1,000,000,000) SHARES TO 2 BILLION
(2,000,000,000) SHARES, $.01 PAR VALUE PER
SHARE.
4. TO RE-APPROVE THE MATERIAL TERMS OF THE Mgmt For For
PERFORMANCE GOALS UNDER THE DANAHER 2007
EXECUTIVE INCENTIVE COMPENSATION PLAN.
5. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
DANONE, PARIS Agenda Number: 703633809
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 26-Apr-2012
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL
LINK:https://balo.journal-officiel.gouv.fr/
pdf/2012/0302/201203021200680.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0404/201204041201259.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2011
O.2 Approval of the consolidated statements for Mgmt For For
the financial year ended December 31, 2011
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2011, and setting
the dividend at EUR 1.39 per share
O.4 Renewal of term of Mr. Richard Goblet Mgmt Against Against
D'Alviella as Board member
O.5 Renewal of term of Mr. Jean Laurent as Mgmt For For
Board member pursuant to Article 15-II of
the Statutes
O.6 Renewal of term of Mr. Benoit Potier as Mgmt For For
Board member
O.7 Appointment of Mr. Jacques-Antoine Granjon Mgmt For For
as Board member
O.8 Appointment of Mrs. Mouna Sepehri as Board Mgmt For For
member
O.9 Appointment of Mrs. Virginia Stallings as Mgmt For For
Board member
O.10 Approval of the Agreements pursuant to Mgmt For For
Articles L.225-38 et seq. of the
Commercial Code
O.11 Approval of the Agreements pursuant to Mgmt Against Against
Articles L.225-38 et seq. of the
Commercial Code concluded by the Company
with J.P. Morgan Group
O.12 Authorization to be granted to the Board of Mgmt For For
Directors to purchase, hold or transfer
shares of the Company
E.13 Authorization granted to the Board of Mgmt For For
Directors to carry out allocations of
shares of the Company existing or to be
issued
E.14 Powers to carry out all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. 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.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933543692
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 29-Feb-2012
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1B ELECTION OF DIRECTOR: VANCE D. COFFMAN Mgmt For For
1C ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1D ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1E ELECTION OF DIRECTOR: CLAYTON M. JONES Mgmt For For
1F ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1H ELECTION OF DIRECTOR: THOMAS H. PATRICK Mgmt For For
1I ELECTION OF DIRECTOR: SHERRY M. SMITH Mgmt For For
02 NON-BINDING VOTE ON EXECUTIVE COMPENSATION Mgmt For For
03 APPROVAL OF THE NONEMPLOYEE DIRECTOR STOCK Mgmt For For
OWNERSHIP PLAN
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS DEERE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2012
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda Number: 703716499
--------------------------------------------------------------------------------------------------------------------------
Security: D18190898
Meeting Type: AGM
Meeting Date: 31-May-2012
Ticker:
ISIN: DE0005140008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WPHG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
For German registered shares, the shares Non-Voting
have to be registered within the company's
shareholder book. Depending on the
processing of the local sub custodian if a
client wishes to withdraw its voting
instruction due to intentions to trade/lend
their stock, a Take No Action vote must be
received by the vote deadline as displayed
on ProxyEdge to facilitate de-registration
of shares from the company's shareholder
book. Any Take No Action votes received
after the vote deadline will only be
forwarded and processed on a best effort
basis. Please contact your client services
representative if you require further
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
16.05.2012. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the established Annual Non-Voting
Financial Statements and Management Report
(including the explanatory report on
disclosures pursuant to sec. 289 (4) German
Commercial Code) for the 2011 financial
year, the approved Consolidated Financial
Statements and Management Report (including
the explanatory report on disclosures
pursuant to sec. 315 (4) German Commercial
Code) for the 2011 financial year as well
as the Report of the Supervisory Board
2. Appropriation of distributable profit Mgmt For For
3. Ratification of the acts of management of Mgmt For For
the members of the Management Board for the
2011 financial year
4. Ratification of the acts of management of Mgmt For For
the members of the Supervisory Board for
the 2011 financial year
5. Election of the auditor for the 2012 Mgmt For For
financial year, interim accounts
6. Authorization to acquire own shares Mgmt For For
pursuant to article 71 (1) No. 8 Stock
Corporation Act as well as for their use
with the possible exclusion of pre-emptive
rights
7. Authorization to use derivatives within the Mgmt For For
framework of the purchase of own shares
pursuant to article 71 (1) No. 8 Stock
Corporation Act
8. Approval of the compensation system for the Mgmt For For
Management Board members
9.1 Election to the Supervisory Board: Dr. Paul Mgmt For For
Achleitner
9.2 Election to the Supervisory Board: Mr. Mgmt For For
Peter Loescher
9.3 Election to the Supervisory Board: Prof. Mgmt For For
Dr. Klaus Ruediger Truetzschler
10. Authorization to issue participatory notes Mgmt For For
with warrants and / or convertible
participatory notes, bonds with warrants
and convertible bonds (with the possibility
of excluding preemptive rights), creation
of conditional capital and amendment to the
Articles of Association
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933564901
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C105
Meeting Type: Annual
Meeting Date: 03-May-2012
Ticker: DUK
ISIN: US26441C1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM BARNET, III Mgmt For For
G. ALEX BERNHARDT, SR. Mgmt For For
MICHAEL G. BROWNING Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
ANN MAYNARD GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
JAMES E. ROGERS Mgmt For For
PHILIP R. SHARP Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2012
3. ADVISORY VOTE TO APPROVE DUKE ENERGY Mgmt For For
CORPORATION'S NAMED EXECUTIVE OFFICER
COMPENSATION
4. AMENDMENT OF THE AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION OF DUKE ENERGY
CORPORATION
5. SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE Shr Against For
OF A REPORT ON THE FINANCIAL RISKS OF
CONTINUED RELIANCE ON COAL
6. SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT Shr Against For
TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS
--------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 933573760
--------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 26-Apr-2012
Ticker: EBAY
ISIN: US2786421030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARC L. ANDREESSEN Mgmt For For
1B. ELECTION OF DIRECTOR: WILLIAM C. FORD, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: DAWN G. LEPORE Mgmt For For
1D. ELECTION OF DIRECTOR: KATHLEEN C. MITIC Mgmt For For
1E. ELECTION OF DIRECTOR: PIERRE M. OMIDYAR Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
3. APPROVE AMENDMENT & RESTATEMENT OF 2008 Mgmt For For
EQUITY INCENTIVE AWARD PLAN, INCLUDING AN
AMENDMENT TO INCREASE THE AGGREGATE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE UNDER
PLAN BY 16.5 MILLION SHARES
4. TO APPROVE OUR EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN.
5. TO ADOPT AND APPROVE AN AMENDMENT TO OUR Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY OUR BOARD OF
DIRECTORS AND PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS.
6. AMENDMENT TO OUR AMENDED & RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO PROVIDE
STOCKHOLDERS WITH THE RIGHT TO CALL A
SPECIAL MEETING
7. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2012
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 933562591
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 26-Apr-2012
Ticker: EIX
ISIN: US2810201077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAGJEET S. BINDRA Mgmt For For
1B. ELECTION OF DIRECTOR: VANESSA C.L. CHANG Mgmt For For
1C. ELECTION OF DIRECTOR: FRANCE A. CORDOVA Mgmt For For
1D. ELECTION OF DIRECTOR: THEODORE F. CRAVER, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: CHARLES B. CURTIS Mgmt For For
1F. ELECTION OF DIRECTOR: BRADFORD M. FREEMAN Mgmt For For
1G. ELECTION OF DIRECTOR: LUIS G. NOGALES Mgmt For For
1H. ELECTION OF DIRECTOR: RONALD L. OLSON Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD T. Mgmt For For
SCHLOSBERG, III
1J. ELECTION OF DIRECTOR: THOMAS C. SUTTON Mgmt For For
1K. ELECTION OF DIRECTOR: PETER J. TAYLOR Mgmt For For
1L. ELECTION OF DIRECTOR: BRETT WHITE Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
4. SHAREHOLDER PROPOSAL REGARDING AN Shr For Against
INDEPENDENT BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933535695
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 07-Feb-2012
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. FERNANDEZ G.* Mgmt For For
A.F. GOLDEN* Mgmt For For
W.R. JOHNSON* Mgmt For For
J.B. MENZER* Mgmt For For
A.A. BUSCH III** Mgmt For For
R.L. RIDGWAY** Mgmt For For
02 APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
EMERSON ELECTRIC CO. EXECUTIVE
COMPENSATION.
03 RATIFICATION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
04 APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING THE ISSUANCE OF A SUSTAINABILITY
REPORT AS DESCRIBED IN THE PROXY STATEMENT.
05 APPROVAL OF THE STOCKHOLDER PROPOSAL Shr For Against
REGARDING DECLASSIFICATION OF THE BOARD OF
DIRECTORS AS DESCRIBED IN THE PROXY
STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA Agenda Number: 703703276
--------------------------------------------------------------------------------------------------------------------------
Security: T3679P115
Meeting Type: MIX
Meeting Date: 30-Apr-2012
Ticker:
ISIN: IT0003128367
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_121547.pdf
O.1 Financial Statements as of December 31, Mgmt For For
2011. Reports of the Board of
Directors, of the Board of Statutory
Auditors and of the External Auditors.
Related resolutions. Presentation of the
consolidated financial statements for
the year ended December 31, 2011
O.2 Allocation of the net income of the year Mgmt For For
O.3 Remuneration report Mgmt Against Against
E.1 Harmonization of the Bylaws with the Mgmt For For
provisions introduced by Law No. 120 of
July 12, 2011, concerning the equal right
of appointment in managing and
supervisory boards of listed companies.
Amendment of articles 14 and 25 and
introduction of the new article 31 of the
Bylaws
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933600086
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 30-May-2012
Ticker: XOM
ISIN: US30231G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
H.H. FORE Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS (PAGE Mgmt For For
61)
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION (PAGE 62)
4. INDEPENDENT CHAIRMAN (PAGE 64) Shr For Against
5. MAJORITY VOTE FOR DIRECTORS (PAGE 65) Shr Against For
6. REPORT ON POLITICAL CONTRIBUTIONS (PAGE 66) Shr Against For
7. AMENDMENT OF EEO POLICY (PAGE 67) Shr Against For
8. REPORT ON NATURAL GAS PRODUCTION (PAGE 69) Shr Against For
9. GREENHOUSE GAS EMISSIONS GOALS (PAGE 71) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FLUOR CORPORATION Agenda Number: 933567414
--------------------------------------------------------------------------------------------------------------------------
Security: 343412102
Meeting Type: Annual
Meeting Date: 03-May-2012
Ticker: FLR
ISIN: US3434121022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.A ELECTION OF DIRECTOR: PETER K. BARKER Mgmt Against Against
1.B ELECTION OF DIRECTOR: ALAN M. BENNETT Mgmt For For
1.C ELECTION OF DIRECTOR: DEAN R. O'HARE Mgmt For For
1.D ELECTION OF DIRECTOR: DAVID T. SEATON Mgmt For For
2. AN ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. THE AMENDMENT OF OUR AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO GRANT
HOLDERS OF AT LEAST 25% OF THE COMPANY'S
OUTSTANDING SHARES OF COMMON STOCK THE
RIGHT TO CALL A SPECIAL MEETING OF
STOCKHOLDERS.
4. THE RATIFICATION OF THE APPOINTMENT BY OUR Mgmt For For
AUDIT COMMITTEE OF ERNST & YOUNG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2012.
--------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA Agenda Number: 703832560
--------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 05-Jun-2012
Ticker:
ISIN: FR0000133308
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 942800 DUE TO ADDITION OF
RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir ectly
to the sub custodian. Please contact your
Client Service Representative to obtain the
necessary card, account details and
directions. The following ap plies to
Non-Resident Shareowners: Proxy Cards:
Voting instructions will be fo rwarded to
the Global Custodians that have become
Registered Intermediaries, o n the Vote
Deadline Date. In capacity as Registered
Intermediary, the Global C ustodian will
sign the Proxy Card and forward to the
local custodian. If you a re unsure whether
your Global Custodian acts as Registered
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY CLIC
KING ON THE MATERIAL URL LINKS:
https://balo.journal-officiel.gouv.fr/pdf/2
012 /0402/201204021201116.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0 516/201205161202557.pdf
O.1 Approval of the annual corporate financial Mgmt For For
statements for the financial year e nded
December 31, 2011
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2011
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2011 as reflect ed in
the annual financial statements
O.4 Agreements pursuant to Article L.225-38 of Mgmt For For
the Commercial Code
O.5 Renewal of term of Mrs. Claudie Haignere as Mgmt For For
Board member
O.6 Renewal of term of Mr. Jose-Luis Duran as Mgmt For For
Board member
O.7 Renewal of term of Mr. Charles-Henri Mgmt For For
Filippi as Board member
O.8 Authorization to be granted to the Board of Mgmt For For
Directors to purchase or transfer Company's
shares
O.9 Ratification of change of location of the Mgmt For For
registered office
E.10 Amendment to Article 9 of the Statutes Mgmt Against Against
E.11 Amendment to Article 16 of the Statutes Mgmt For For
E.12 Amendment to Article 21 of the Statutes Mgmt For For
E.13 Delegation of powers to the Board of Mgmt For For
Directors to issue shares reserved for pe
rsons having signed a liquidity contract
with the Company as holders of shares or
share subscription options of the company
Orange S.A
E.14 Delegation of powers to the Board of Mgmt For For
Directors to carry out free issuance of l
iquidity instruments on options reserved
for holders of share subscription opt ions
of the company Orange S.A. having signed a
liquidity contract with the Co mpany
E.15 Authorization to the Board of Directors to Mgmt For For
allocate free shares of the Company
E.16 Delegation of authority to the Board of Mgmt For For
Directors to carry out capital increas es
reserved for members of savings plans
E.17 Authorization to the Board of Directors to Mgmt For For
reduce capital by cancellation of s hares
E.18 Powers to carry out all legal formalities Mgmt For For
A Following the income's decrease and in Shr Against For
order to improve the distribution of pr
ofits of the company between the employees
and the shareholders, the sharehold ers'
meeting decides to allocate EUR 1.00 per
share as dividends and to approp riate the
balance of the profits to the retained
earnings account. The shareho lders'
meeting notes that an interim dividend of
EUR 0.60 per share has been p aid on
September 8, 2011 and that accordingly the
dividend's balance to be all ocated stands
at EUR 0.40 per share
CMMT PLEASE NOTE THAT THE 'FRANCE TELECOM Non-Voting
ACTIONS' MUTUAL FUND'S SUPERVISORY BOARD
HAS ASKED TO PLACE RESOLUTION 'A' ON THE
AGENDA IN ORDER TO AMEND THE THIRD RE
SOLUTION. THIS NEW RESOLUTION APPEARS AS
RESOLUTION 'A' BELOW. PLEASE NOTE TH AT
THE AMOUNT OF THE DIVIDEND WHICH IS
PROPOSED IN THE THIRD RESOLUTION AND TH E
RESOLUTION A ARE DIFFERENT (1.40 EURO PER
SHARE FOR THE THIRD RESOLUTION, 1. 00 EURO
PER SHARE FOR THE RESOLUTION A). THE
SHAREHOLDER WILL HAVE TO CHOOSE T O VOTE
FOR EITHER OF THESE TWO RESOLUTIONS.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT. IF Y OU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLES S YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 933621989
--------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 14-Jun-2012
Ticker: FCX
ISIN: US35671D8570
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ROBERT A. DAY Mgmt For For
GERALD J. FORD Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
JAMES R. MOFFETT Mgmt For For
B. M. RANKIN, JR. Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt Against Against
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING THE Shr Against For
SELECTION OF A CANDIDATE WITH ENVIRONMENTAL
EXPERTISE TO BE RECOMMENDED FOR ELECTION TO
THE BOARD OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 703680860
--------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 03-May-2012
Ticker:
ISIN: GB0009252882
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the Directors' Report Mgmt For For
and the Financial Statements
2 To approve the Remuneration Report Mgmt For For
3 To re-elect Sir Christopher Gent as a Mgmt For For
Director
4 To re-elect Sir Andrew Witty as a Director Mgmt For For
5 To re-elect Professor Sir Roy Anderson as a Mgmt For For
Director
6 To re-elect Dr Stephanie Burns as a Mgmt For For
Director
7 To re-elect Stacey Cartwright as a Director Mgmt For For
8 To re-elect Larry Culp as a Director Mgmt For For
9 To re-elect Sir Crispin Davis as a Director Mgmt For For
10 To re-elect Simon Dingemans as a Director Mgmt For For
11 To re-elect Judy Lewent as a Director Mgmt For For
12 To re-elect Sir Deryck Maughan as a Mgmt For For
Director
13 To re-elect Dr Daniel Podolsky as a Mgmt For For
Director
14 To re-elect Dr Moncef Slaoui as a Director Mgmt For For
15 To re-elect Tom de Swaan as a Director Mgmt For For
16 To re-elect Sir Robert Wilson as a Director Mgmt For For
17 Re-appoint PricewaterhouseCoopers LLP as Mgmt For For
Auditors
18 To determine remuneration of auditors Mgmt For For
19 To authorise the company and its Mgmt For For
subsidiaries to make donations to political
organisations and incur political
expenditure
20 To authorise allotment of shares Mgmt For For
21 To disapply pre-emption rights Mgmt For For
22 To authorise the company to purchase its Mgmt For For
own shares
23 To authorise exemption from statement of Mgmt For For
name of senior statutory auditor
24 To authorise reduced notice of a general Mgmt For For
meeting other than an AGM
25 To renew the GSK Share Save Plan Mgmt For For
26 To renew the GSK Share Reward Plan Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF AUDITOR NAME IN RESOLUTION 17.
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.
--------------------------------------------------------------------------------------------------------------------------
GOLDCORP INC. Agenda Number: 933576312
--------------------------------------------------------------------------------------------------------------------------
Security: 380956409
Meeting Type: Annual and Special
Meeting Date: 26-Apr-2012
Ticker: GG
ISIN: CA3809564097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
IAN W. TELFER Mgmt For For
DOUGLAS M. HOLTBY Mgmt For For
CHARLES A. JEANNES Mgmt For For
JOHN P. BELL Mgmt For For
LAWRENCE I. BELL Mgmt For For
BEVERLEY A. BRISCOE Mgmt For For
PETER J. DEY Mgmt For For
P. RANDY REIFEL Mgmt For For
A. DAN ROVIG Mgmt For For
BLANCA TREVINO DE VEGA Mgmt For For
KENNETH F. WILLIAMSON Mgmt For For
B IN RESPECT OF THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP, CHARTERED ACCOUNTANTS, AS
AUDITORS OF THE COMPANY AND AUTHORIZING THE
DIRECTORS TO FIX THEIR REMUNERATION;
C A RESOLUTION APPROVING THE AMENDMENT TO THE Mgmt For For
RESTRICTED SHARE PLAN FOR THE COMPANY;
D A NON-BINDING ADVISORY RESOLUTION ACCEPTING Mgmt For For
THE COMPANY'S APPROACH TO EXECUTIVE
COMPENSATION;
E THE SHAREHOLDER PROPOSAL ATTACHED AS Shr Against For
SCHEDULE "B" TO THE MANAGEMENT INFORMATION
CIRCULAR ACCOMPANYING THIS VOTING
INSTRUCTION FORM.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933632968
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508
Meeting Type: Annual
Meeting Date: 21-Jun-2012
Ticker: GOOG
ISIN: US38259P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
LARRY PAGE Mgmt For For
SERGEY BRIN Mgmt For For
ERIC E. SCHMIDT Mgmt For For
L. JOHN DOERR Mgmt For For
DIANE B. GREENE Mgmt For For
JOHN L. HENNESSY Mgmt For For
ANN MATHER Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
SHIRLEY M. TILGHMAN Mgmt For For
2. THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2012.
3A. THE APPROVAL OF THE ADOPTION OF GOOGLE'S Mgmt Against Against
FOURTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE ADOPTION
OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO
ESTABLISH THE CLASS C CAPITAL STOCK AND TO
MAKE CERTAIN CLARIFYING CHANGES.
3B. THE APPROVAL OF THE ADOPTION OF GOOGLE'S Mgmt Against Against
FOURTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE ADOPTION
OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
CLASS A COMMON STOCK FROM 6 BILLION TO 9
BILLION.
3C. THE APPROVAL OF THE ADOPTION OF GOOGLE'S Mgmt For For
FOURTH AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION: THE APPROVAL OF THE ADOPTION
OF AMENDMENTS TO GOOGLE'S THIRD AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR THE TREATMENT OF SHARES OF
CLASS A COMMON STOCK IN A MANNER THAT IS AT
LEAST AS FAVORABLE AS THE SHARES OF CLASS B
COMMON STOCK.
4. THE APPROVAL OF GOOGLE'S 2012 STOCK PLAN. Mgmt Against Against
5. THE APPROVAL OF GOOGLE'S 2012 INCENTIVE Mgmt Against Against
COMPENSATION PLAN FOR EMPLOYEES AND
CONSULTANTS OF MOTOROLA MOBILITY.
6. A STOCKHOLDER PROPOSAL REGARDING AN Shr Against For
ADVISORY VOTE ON POLITICAL CONTRIBUTIONS,
IF PROPERLY PRESENTED AT THE MEETING.
7. A STOCKHOLDER PROPOSAL REGARDING MANDATORY Shr Against For
ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS,
IF PROPERLY PRESENTED AT THE MEETING.
8. A STOCKHOLDER PROPOSAL REGARDING EQUAL Shr For Against
SHAREHOLDER VOTING, IF PROPERLY PRESENTED
AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 933585082
--------------------------------------------------------------------------------------------------------------------------
Security: 406216101
Meeting Type: Annual
Meeting Date: 16-May-2012
Ticker: HAL
ISIN: US4062161017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.M. BENNETT Mgmt For For
1B ELECTION OF DIRECTOR: J.R. BOYD Mgmt For For
1C ELECTION OF DIRECTOR: M. CARROLL Mgmt For For
1D ELECTION OF DIRECTOR: N.K. DICCIANI Mgmt For For
1E ELECTION OF DIRECTOR: M.S. GERBER Mgmt For For
1F ELECTION OF DIRECTOR: S.M. GILLIS Mgmt For For
1G ELECTION OF DIRECTOR: A.S. JUM'AH Mgmt For For
1H ELECTION OF DIRECTOR: D.J. LESAR Mgmt For For
1I ELECTION OF DIRECTOR: R.A. MALONE Mgmt For For
1J ELECTION OF DIRECTOR: J.L. MARTIN Mgmt For For
1K ELECTION OF DIRECTOR: D.L. REED Mgmt For For
2 PROPOSAL FOR RATIFICATION OF THE SELECTION Mgmt For For
OF AUDITORS.
3 ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
4 PROPOSAL TO AMEND AND RESTATE THE Mgmt For For
HALLIBURTON COMPANY STOCK AND INCENTIVE
PLAN.
--------------------------------------------------------------------------------------------------------------------------
HARRIS CORPORATION Agenda Number: 933508066
--------------------------------------------------------------------------------------------------------------------------
Security: 413875105
Meeting Type: Annual
Meeting Date: 28-Oct-2011
Ticker: HRS
ISIN: US4138751056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HOWARD L. LANCE Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS A. DATTILO Mgmt For For
1C ELECTION OF DIRECTOR: TERRY D. GROWCOCK Mgmt For For
1D ELECTION OF DIRECTOR: LEWIS HAY III Mgmt For For
1E ELECTION OF DIRECTOR: KAREN KATEN Mgmt For For
1F ELECTION OF DIRECTOR: STEPHEN P. KAUFMAN Mgmt For For
1G ELECTION OF DIRECTOR: LESLIE F. KENNE Mgmt For For
1H ELECTION OF DIRECTOR: DAVID B. RICKARD Mgmt For For
1I ELECTION OF DIRECTOR: JAMES C. STOFFEL Mgmt For For
1J ELECTION OF DIRECTOR: GREGORY T. SWIENTON Mgmt For For
1K ELECTION OF DIRECTOR: HANSEL E. TOOKES II Mgmt For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
03 ADVISORY VOTE ON FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2012.
05 SHAREHOLDER PROPOSAL REQUESTING APPROVAL OF Shr Against For
AN AMENDMENT TO OUR BY-LAWS TO REQUIRE AN
INDEPENDENT CHAIRMAN OF THE BOARD.
--------------------------------------------------------------------------------------------------------------------------
HSBC HLDGS PLC Agenda Number: 703827343
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: OTH
Meeting Date: 21-May-2012
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THIS AN INFORMATION ONLY MEETING FOR HK Non-Voting
REGISTERED HOLDERS.
1 To discuss the 2011 results and other Non-Voting
matters of interest
--------------------------------------------------------------------------------------------------------------------------
HSBC HLDGS PLC Agenda Number: 703681925
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: AGM
Meeting Date: 25-May-2012
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Annual Report and Accounts Mgmt For For
2011
2 To approve the Directors' Remuneration Mgmt For For
Report for 2011
3.a To re-elect S A Catz a Director Mgmt For For
3.b To re-elect L M L Cha a Director Mgmt For For
3.c To re-elect M K T Cheung a Director Mgmt For For
3.d To re-elect J D Coombe a Director Mgmt For For
3.e To elect J Faber a Director Mgmt For For
3.f To re-elect R A Fairhead a Director Mgmt For For
3.g To re-elect D J Flint a Director Mgmt For For
3.h To re-elect A A Flockhart a Director Mgmt For For
3.i To re-elect S T Gulliver a Director Mgmt For For
3.j To re-elect J W J Hughes-Hallett a Director Mgmt For For
3.k To re-elect W S H Laidlaw a Director Mgmt For For
3.l To elect J P Lipsky a Director Mgmt For For
3.m To re-elect J R Lomax a Director Mgmt For For
3.n To re-elect I J Mackay a Director Mgmt For For
3.o To re-elect N R N Murthy a Director Mgmt For For
3.p To re-elect Sir Simon Robertson a Director Mgmt For For
3.q To re-elect J L Thornton a Director Mgmt For For
4 To reappoint KPMG Audit Plc as Auditor at Mgmt For For
remuneration to be determined by the Group
Audit Committee
5 To authorise the Directors to allot shares Mgmt For For
6 To disapply pre-emption rights Mgmt For For
7 To authorise the Company to purchase its Mgmt For For
own ordinary shares
8 To authorise the Directors to offer a scrip Mgmt For For
dividend alternative
9 To approve general meetings (other than Mgmt For For
annual general meetings) being called on 14
clear days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RES OLUTION
3N AND RECEIPT OF AUDITOR NAME FOR
RESOLUTION 4. IF YOU HAVE ALREADY S ENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO A MEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
INDUSTRIA DE DISENO TEXTIL INDITEX SA Agenda Number: 703184515
--------------------------------------------------------------------------------------------------------------------------
Security: E6282J109
Meeting Type: AGM
Meeting Date: 19-Jul-2011
Ticker:
ISIN: ES0148396015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 20 JULY 2011. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Information to Shareholders on the Mgmt Abstain Against
appointment of new Chairman of the Board
of Directors and, consequently, of the
General Meeting of Shareholders
2 Examination and approval, if any, of the Mgmt For For
annual accounts and Report of
Inditex, SA for the fiscal year 2010, ended
January 31, 2011
3 Examination and approval, if any, of the Mgmt For For
annual accounts and Report
Consolidated Group (Inditex Group) for the
fiscal year 2010, ended January 31,
2011, as well as the social management
4 Application of profit and dividend Mgmt For For
distribution
5 Re-election of Irene Ruth Miller, with the Mgmt For For
qualification of independent outside
counsel, as a member of the Board of
Directors
6 Reappointment of Auditors Mgmt For For
7 Proposed amendments to Articles 1, 6, 8, Mgmt For For
10, 11, 13, 16, 17, 18, 26, 28, 31 and 34
of the Bylaws
8 Proposed amendments to Articles 2, 6, 7, 8, Mgmt For For
11 and 13 of the General Meeting
Regulations
9 Remuneration of the Board of Directors Mgmt For For
10 Approval of a plan to deliver shares of the Mgmt Against Against
Company to the President and CEO
11 Granting of powers for the implementation Mgmt For For
of agreements
12 Information to Shareholders on the Mgmt Abstain Against
regulation of the Board of Directors
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 6 AND CHANGE
IN RECORD DATE FROM 12 JUL TO 14 JUL 2011.
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.
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933564204
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: IBM
ISIN: US4592001014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A. J. P. BELDA Mgmt For For
1B ELECTION OF DIRECTOR: W. R. BRODY Mgmt For For
1C ELECTION OF DIRECTOR: K. I. CHENAULT Mgmt For For
1D ELECTION OF DIRECTOR: M. L. ESKEW Mgmt For For
1E ELECTION OF DIRECTOR: D. N. FARR Mgmt For For
1F ELECTION OF DIRECTOR: S. A. JACKSON Mgmt For For
1G ELECTION OF DIRECTOR: A. N. LIVERIS Mgmt For For
1H ELECTION OF DIRECTOR: W. J. MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: J. W. OWENS Mgmt For For
1J ELECTION OF DIRECTOR: S. J. PALMISANO Mgmt For For
1K ELECTION OF DIRECTOR: V. M. ROMETTY Mgmt For For
1L ELECTION OF DIRECTOR: J. E. SPERO Mgmt For For
1M ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1N ELECTION OF DIRECTOR: L. H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71)
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
(PAGE 72)
04 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING Shr Against For
(PAGE 73)
05 STOCKHOLDER PROPOSAL TO REVIEW POLITICAL Shr Against For
CONTRIBUTIONS - TRADE ASSOCIATIONS POLICY
(PAGE 74)
06 STOCKHOLDER PROPOSAL FOR DISCLOSURE OF Shr Against For
LOBBYING POLICIES AND PRACTICES (PAGE 75)
--------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA, TORINO Agenda Number: 703775013
--------------------------------------------------------------------------------------------------------------------------
Security: T55067101
Meeting Type: OGM
Meeting Date: 28-May-2012
Ticker:
ISIN: IT0000072618
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_126835.PDF
1 Integration of the legal reserve; coverage Mgmt For For
of the loss for 2011; distribution to
shareholders of part of the extraordinary
reserve
2 Appointment of Supervisory Board Members Mgmt Against Against
(pursuant to art. 23.9 of the Article s of
Association)
3 Election of a Deputy Chairman of the Mgmt Against Against
Supervisory Board (pursuant to art. 23.8 of
the Articles of Association)
4 Report on Remuneration: resolution pursuant Mgmt For For
to art. 123-ter, paragraph 6 of Le
gislative Decree 58/1998
5 Proposal to approve the Incentive System Mgmt For For
based on financial instruments and to
authorize the purchase and use of own
shares
--------------------------------------------------------------------------------------------------------------------------
JDS UNIPHASE CORPORATION Agenda Number: 933511633
--------------------------------------------------------------------------------------------------------------------------
Security: 46612J507
Meeting Type: Annual
Meeting Date: 16-Nov-2011
Ticker: JDSU
ISIN: US46612J5074
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
PENELOPE A. HERSCHER Mgmt For For
MASOOD JABBAR Mgmt For For
THOMAS WAECHTER Mgmt For For
2 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT PUBLIC ACCOUNTING FIRM FOR JDS
UNIPHASE CORPORATION FOR THE FISCAL YEAR
ENDING JUNE 30, 2012.
3 TO APPROVE, BY NON-BINDING ADVISORY VOTE, Mgmt For For
THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
4 TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, Mgmt 1 Year For
THE FREQUENCY OF THE ADVISORY VOTE ON THE
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933562301
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 26-Apr-2012
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Mgmt For For
1E. ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Mgmt For For
1F. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1K. ELECTION OF DIRECTOR: DAVID SATCHER Mgmt For For
1L. ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
1M. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt Against Against
OFFICER COMPENSATION
3. APPROVAL OF THE COMPANY'S 2012 LONG-TERM Mgmt For For
INCENTIVE PLAN
4. RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012
5. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD Shr For Against
CHAIRMAN
6. SHAREHOLDER PROPOSAL ON BINDING VOTE ON Shr Against For
POLITICAL CONTRIBUTIONS
7. SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL Shr Against For
METHODS FOR TRAINING
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933581301
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 15-May-2012
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAMES A. BELL Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1F. ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN Mgmt For For
1H. ELECTION OF DIRECTOR: ELLEN V. FUTTER Mgmt For For
1I. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1J. ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
2. APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. POLITICAL NON-PARTISANSHIP Shr Against For
5. INDEPENDENT DIRECTOR AS CHAIRMAN Shr For Against
6. LOAN SERVICING Shr Against For
7. CORPORATE POLITICAL CONTRIBUTIONS REPORT Shr Against For
8. GENOCIDE-FREE INVESTING Shr Against For
9. SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against
10. STOCK RETENTION Shr For Against
--------------------------------------------------------------------------------------------------------------------------
KEYCORP Agenda Number: 933586779
--------------------------------------------------------------------------------------------------------------------------
Security: 493267108
Meeting Type: Annual
Meeting Date: 17-May-2012
Ticker: KEY
ISIN: US4932671088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
EDWARD P. CAMPBELL Mgmt For For
JOSEPH A. CARRABBA Mgmt For For
CHARLES P. COOLEY Mgmt For For
ALEXANDER M. CUTLER Mgmt For For
H. JAMES DALLAS Mgmt For For
ELIZABETH R. GILE Mgmt For For
RUTH ANN M. GILLIS Mgmt For For
WILLIAM G. GISEL, JR. Mgmt For For
RICHARD J. HIPPLE Mgmt For For
KRISTEN L. MANOS Mgmt For For
BETH E. MOONEY Mgmt For For
BILL R. SANFORD Mgmt For For
BARBARA R. SNYDER Mgmt For For
THOMAS C. STEVENS Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITORS.
3 ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4 SHAREHOLDER PROPOSAL REQUESTING CHAIRMAN BE Shr For Against
INDEPENDENT DIRECTOR.
--------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC, LONDON Agenda Number: 703775380
--------------------------------------------------------------------------------------------------------------------------
Security: G5256E441
Meeting Type: AGM
Meeting Date: 14-Jun-2012
Ticker:
ISIN: GB0033195214
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the audited accounts for the year Mgmt For For
ended 28 January 2012 together with the
directors' and auditors' report thereon be
received
2 That the directors' remuneration report for Mgmt For For
the year ended 28 January 2012 be approved
3 That a final dividend of 6.37 pence per Mgmt For For
ordinary share be declared for payment on
18 June 2012 to those shareholders on the
register at the close of business on 4 May
2012
4 That Daniel Bernard be re-appointed as a Mgmt For For
director of the Company
5 That Andrew Bonfield be re-appointed as a Mgmt For For
director of the Company
6 That Pascal Cagni be re-appointed as a Mgmt For For
director of the Company
7 That Clare Chapman be re-appointed as a Mgmt For For
director of the Company
8 That Ian Cheshire be re-appointed as a Mgmt For For
director of the Company
9 That Anders Dahlvig be re-appointed as a Mgmt For For
director of the Company
10 That Janis Kong be re-appointed as a Mgmt For For
director of the Company
11 That Kevin O'Byrne be re-appointed as a Mgmt For For
director of the Company
12 That Mark Seligman be appointed as a Mgmt For For
director of the Company
13 That Deloitte LLP be re-appointed as Mgmt For For
auditors of the Company to hold office
until the conclusion of the next general
meeting at which accounts are laid before
the Company
14 That the Audit Committee of the Board be Mgmt For For
authorised to determine the remuneration of
the auditors
15 Political donations and expenditure Mgmt For For
16 Authority to allot new shares Mgmt For For
17 Authority to disapply pre-emption rights Mgmt For For
18 Purchase of own shares Mgmt For For
19 Notice period for general meetings other Mgmt For For
than an AGM
20 Approval of the Kingfisher Sharesave Plan Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV, DEN HAAG Agenda Number: 703353045
--------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: EGM
Meeting Date: 07-Nov-2011
Ticker:
ISIN: NL0000009082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
1 Opening and announcements Non-Voting
2 Notification regarding the intended Non-Voting
appointment of Mr Thorsten Dirks as
member of the Board of Management
3 Closure of the meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV, DEN HAAG Agenda Number: 703636259
--------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: AGM
Meeting Date: 12-Apr-2012
Ticker:
ISIN: NL0000009082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening and announcements Non-Voting
2 Report by the Board of Management for the Non-Voting
financial year 2011
3 Proposal to adopt the financial statements Mgmt For For
for the financial year 2011
4 Explanation of the financial and dividend Non-Voting
policy
5 Proposal to adopt a dividend over the Mgmt For For
financial year 2011
6 Proposal to discharge the members of the Mgmt For For
Board of Management from liability
7 Proposal to discharge the members of the Mgmt For For
Supervisory Board from liability
8 Proposal to appoint the external auditor: Mgmt For For
PricewaterhouseCoopers Accountants N.V.
9 Proposal to amend the Articles of Mgmt For For
Association
10 Opportunity to make recommendations for the Non-Voting
appointment of a member of the
Supervisory Board
11 Proposal to appoint Mr P.A.M. van Bommel as Mgmt For For
member of the Supervisory Board
12 Announcement concerning vacancies in the Non-Voting
Supervisory Board arising in 2013
13 Proposal to authorize the Board of Mgmt For For
Management to resolve that the company may
acquire its own shares
14 Proposal to reduce the capital through Mgmt For For
cancellation of own shares
15 Any other business and closure of the Non-Voting
meeting
--------------------------------------------------------------------------------------------------------------------------
L'AIR LIQUIDE, PARIS Agenda Number: 703619669
--------------------------------------------------------------------------------------------------------------------------
Security: F01764103
Meeting Type: MIX
Meeting Date: 09-May-2012
Ticker:
ISIN: FR0000120073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/0222/201202221200410.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0321/201203211201016.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2011
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2011
O.3 Allocation of income for the financial year Mgmt For For
2011 and setting the dividend
O.4 Authorization granted for 18 months to the Mgmt For For
Board of Directors to allow the Company
to trade its own shares
O.5 Renewal of term of Mrs. Karen Katen as Mgmt For For
Board member
O.6 Appointment of Mr. Pierre Dufour as Board Mgmt For For
member
O.7 Approval of the commitment pursuant to Mgmt Against Against
Articles L.225-38 and L.225-42-1 of the
Commercial Code and approval of the special
report of the Statutory Auditors,
relating to Mr. Pierre Dufour
E.8 Authorization granted for 24 months to the Mgmt For For
Board of Directors to reduce capital
by cancellation of treasury shares
E.9 Delegation of authority granted for 26 Mgmt For For
months to the Board of Directors to
increase share capital by incorporation of
premiums, reserves, profits or
otherwise in order to allocate free shares
to shareholders and/or raise the nominal
value of existing shares for a maximum
amount of 250 Million Euros
E.10 Delegation of authority granted for 26 Mgmt For For
months to the Board of Directors to
carry out capital increases reserved for
members of a company savings plan or group
savings plan
E.11 Delegation of authority granted for 18 Mgmt For For
months to the Board of Directors to
carry out capital increases reserved for a
category of beneficiaries
O.12 Powers to carry out all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. 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.
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS Agenda Number: 703631437
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 05-Apr-2012
Ticker:
ISIN: FR0000121014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/0229/201202291200510.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0316/201203161200826.pdf
O.1 Approval of the corporate financial Mgmt For For
statements
O.2 Approval of the consolidated financial Mgmt For For
statements
O.3 Approval of regulated Agreements Mgmt Against Against
O.4 Allocation of income - Setting the dividend Mgmt For For
O.5 Ratification of the cooptation of Mr. Mgmt For For
Francesco Trapani as Board member
O.6 Ratification of the cooptation of Mr. Felix Mgmt Against Against
G. Rohatyn as Censor
O.7 Appointment of Mr. Antoine Arnault as Board Mgmt For For
member
O.8 Appointment of Mr. Albert Frere as Board Mgmt Against Against
member
O.9 Appointment of Mr. Gilles Hennessy as Board Mgmt For For
member
O.10 Appointment of Lord Powell Of Bayswater as Mgmt Against Against
Board member
O.11 Appointment of Mr. Yves-Thibault de Silguy Mgmt For For
as Board member
O.12 Setting the amount of attendance allowances Mgmt For For
O.13 Authorization to be granted to the Board of Mgmt For For
Directors to trade Company's shares
E.14 Authorization to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of shares
E.15 Authorization to be granted to the Board of Mgmt Against Against
Directors to grant share
subscription or purchase options to members
of the staff and officers of the Group
E.16 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase
capital in favor of employees of the Group
E.17 Compliance of the Statutes with legal Mgmt For For
provisions
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. 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.
--------------------------------------------------------------------------------------------------------------------------
MACY'S INC. Agenda Number: 933591441
--------------------------------------------------------------------------------------------------------------------------
Security: 55616P104
Meeting Type: Annual
Meeting Date: 18-May-2012
Ticker: M
ISIN: US55616P1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1B. ELECTION OF DIRECTOR: DEIRDRE P. CONNELLY Mgmt For For
1C. ELECTION OF DIRECTOR: MEYER FELDBERG Mgmt For For
1D. ELECTION OF DIRECTOR: SARA LEVINSON Mgmt For For
1E. ELECTION OF DIRECTOR: TERRY J. LUNDGREN Mgmt For For
1F. ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1G. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1H. ELECTION OF DIRECTOR: PAUL C. VARGA Mgmt For For
1I. ELECTION OF DIRECTOR: CRAIG E. WEATHERUP Mgmt For For
1J. ELECTION OF DIRECTOR: MARNA C. WHITTINGTON Mgmt For For
2. THE PROPOSED RATIFICATION OF THE Mgmt For For
APPOINTMENT OF KPMG LLP AS MACY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2,
2013.
3. APPROVAL OF MACY'S SENIOR EXECUTIVE Mgmt For For
INCENTIVE COMPENSATION PLAN.
4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
5. SHAREHOLDER PROPOSAL REGARDING RACCOON DOG Shr Against For
FUR.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933595247
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 24-May-2012
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ROBERT A. ECKERT Mgmt For For
1B. ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: JEANNE P. JACKSON Mgmt For For
1D. ELECTION OF DIRECTOR: ANDREW J. MCKENNA Mgmt For For
1E. ELECTION OF DIRECTOR: DONALD THOMPSON Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. APPROVAL OF THE 2012 OMNIBUS STOCK Mgmt For For
OWNERSHIP PLAN.
4. APPROVAL OF DECLASSIFICATION OF THE BOARD Mgmt For For
OF DIRECTORS.
5. APPROVAL OF SHAREHOLDERS' RIGHT TO CALL Mgmt For For
SPECIAL MEETINGS.
6. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2012.
7. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING A NUTRITION REPORT.
--------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933574584
--------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: MET
ISIN: US59156R1086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
JOHN M. KEANE Mgmt For For
CATHERINE R. KINNEY Mgmt For For
HUGH B. PRICE Mgmt For For
KENTON J. SICCHITANO Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR
2012
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
PAID TO THE COMPANY'S NAMED EXECUTIVE
OFFICERS
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933510706
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 15-Nov-2011
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
2 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
3 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
4 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
5 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
6 ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For
7 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
8 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
9 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Mgmt For For
COMPENSATION.
11 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON NAMED EXECUTIVE OFFICER COMPENSATION.
12 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR.
13 SHAREHOLDER PROPOSAL 1. ESTABLISHMENT OF A Shr Against For
BOARD COMMITTEE ON ENVIRONMENTAL
SUSTAINABILITY.
--------------------------------------------------------------------------------------------------------------------------
MONSANTO COMPANY Agenda Number: 933535429
--------------------------------------------------------------------------------------------------------------------------
Security: 61166W101
Meeting Type: Annual
Meeting Date: 24-Jan-2012
Ticker: MON
ISIN: US61166W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JANICE L. FIELDS Mgmt For For
1B ELECTION OF DIRECTOR: HUGH GRANT Mgmt For For
1C ELECTION OF DIRECTOR: C. STEVEN MCMILLAN Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT J. STEVENS Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2012.
03 ADVISORY (NON-BINDING) VOTE APPROVING Mgmt For For
EXECUTIVE COMPENSATION.
04 APPROVAL OF THE MONSANTO COMPANY 2005 Mgmt For For
LONG-TERM INCENTIVE PLAN (AS AMENDED AND
RESTATED AS OF JANUARY 24, 2012).
05 SHAREOWNER PROPOSAL REQUESTING A REPORT ON Shr Against For
CERTAIN MATTERS RELATED TO GMO PRODUCTS.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 703178360
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 25-Jul-2011
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THIS MEETING WAS ORIGINALLY Non-Voting
RELEASED UNDER THE NAME OF 'KEYSPAN
CORPORATION'. IF YOU VOTED ON THE PREVIOUS
MEETING, PLEASE RE-ENTER YOUR VOTING
INTENTIONS AGAINST THIS FORM FOR YOUR VOTE
TO BE CAST. THANK YOU
1 To receive the Annual Report and Accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To re-elect Sir John Parker Mgmt For For
4 To re-elect Steve Holliday Mgmt For For
5 To elect Andrew Bonfield Mgmt For For
6 To re-elect Tom King Mgmt For For
7 To re-elect Nick Winser Mgmt For For
8 To re-elect Ken Harvey Mgmt For For
9 To re-elect Linda Adamany Mgmt For For
10 To re-elect Philip Aiken Mgmt For For
11 To re-elect Stephen Pettit Mgmt For For
12 To re-elect Maria Richter Mgmt For For
13 To re-elect George Rose Mgmt For For
14 To reappoint the auditors Mgmt For For
PricewaterhouseCoopers LLP
15 To authorise the Directors to set the Mgmt For For
auditors' remuneration
16 To approve the Directors' Remuneration Mgmt Against Against
Report
17 To authorise the Directors to allot Mgmt For For
ordinary shares
18 To disapply pre-emption rights Mgmt For For
19 To authorise the Company to purchase its Mgmt For For
own ordinary shares
20 To authorise the Directors to hold general Mgmt For For
meetings on 14 clear days' notice
21 To reapprove the Share Incentive Plan Mgmt For For
22 To reapprove the Employee Stock Purchase Mgmt For For
Plan
23 To approve the Sharesave Plan Mgmt For For
24 To approve the Long Term Performance Plan Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 703674108
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 19-Apr-2012
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 959078 DUE TO CHANGE IN VOTING
STATUS OF RESOLUTION 6. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 935399,
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.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
1.1 Approval of the annual report, the Mgmt No vote
financial statements of Nestle S.A. and the
consolidated financial statements of the
Nestle Group for 2011
1.2 Acceptance of the compensation report 2011 Mgmt No vote
(advisory vote)
2 Release of the members of the board of Mgmt No vote
directors and of the management
3 Appropriation of profits resulting from the Mgmt No vote
balance sheet of Nestle S.A. (proposed
dividend) for the financial year 2011
4.1 Re-election to the board of directors of Mgmt No vote
Mr. Daniel Borel
4.2 Election to the board of directors of Mr. Mgmt No vote
Henri De Castries
4.3 Re-election of the statutory auditors KPMG Mgmt No vote
SA, Geneva Branch
5 Capital reduction (by cancellation of Mgmt No vote
shares)
6 In the event of a new or modified proposal Mgmt No vote
by a shareholder during the General
Meeting, I instruct the independent
representative to vote in favour of the
proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933493544
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103
Meeting Type: Annual
Meeting Date: 19-Sep-2011
Ticker: NKE
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
PHYLLIS M. WISE Mgmt For For
2 TO HOLD AN ADVISORY VOTE ON EXECUTIVE Mgmt For For
COMPENSATION.
3 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 703587709
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 23-Feb-2012
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 943705 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.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 935314,
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.
A.1 Approval of the annual report, the Mgmt No vote
financial statements of Novartis AG and the
group consolidated financial statements for
the business year 2011
A.2 Discharge from liability of the members of Mgmt No vote
the board of directors and the Executive
Committee
A.3 Appropriation of available earnings of Mgmt No vote
Novartis AG and declaration of dividend:
Balance brought forward: NIL; Net income of
2011: CHF 5,370,749,043; Partial use of
free reserves: CHF 477,787,917; Available
earnings at the disposal of the AGM: CHF
5,848,536,960; The Board of Directors
proposed appropriation of available
earnings as follows: Gross dividend of CHF
2.25 per dividend bearing share of CHF 0.50
nominal value: CHF -5,848,536,960; Balance
to be carried forward: NIL
A.4 Reduction of share capital Mgmt No vote
A.511 Re-election of William Brody, M.D., PH.D. Mgmt No vote
A.512 Re-election of Srikant Datar, PH.D. Mgmt No vote
A.513 Re-election of Andreas Von Planta, PH.D. Mgmt No vote
A.514 Re-election of Dr. Ing. Wendelin Wiedeking Mgmt No vote
A.515 Re-election of Rolf M. Zinkernagel, M.D. Mgmt No vote
A.5.2 New-election of Dimitri Azar, M.D. Mgmt No vote
A.6 Appointment of the auditor, Mgmt No vote
PricewaterhouseCoopers AG
B. If shareholders at the annual general Mgmt No vote
meeting propose additional and/or
counter-proposals, I/we instruct the
Independent Proxy to vote according to the
proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
NOVO-NORDISK A S Agenda Number: 703625092
--------------------------------------------------------------------------------------------------------------------------
Security: K7314N152
Meeting Type: AGM
Meeting Date: 21-Mar-2012
Ticker:
ISIN: DK0060102614
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE Non-Voting
BOARD OR A BOARD MEMBER IS APPOINTED AS
PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN
ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST
VOTES ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE SUB
CUSTODIAN BANKS OFFER REPRESENTATION
SERVICES FOR AN ADDED FEE IF
REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME OF Non-Voting
SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES
TO BE REGISTERED IN SEGREGATED ACCOUNTS BY
REGISTRATION DEADLINE IN ORDER TO
PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR
GLOBAL CUSTODIAN TO FIND OUT IF THIS
REQUIREMENT APPLIES TO YOUR SHARES AND, IF
SO, YOUR SHARES ARE REGISTERED IN
A SEGREGATED ACCOUNT FOR THIS GENERAL
MEETING.
2 Adoption of the audited Annual Report 2011 Mgmt For For
3.1 Approval of actual remuneration of the Mgmt For For
Board of Directors for 2011
3.2 Approval of remuneration level of the Board Mgmt For For
of Directors for 2012
4 A resolution to distribute the profit Mgmt For For
5.1 The Board of Directors proposes election of Mgmt For For
Sten Scheibye as chairman
5.2 The Board of Directors proposes election of Mgmt For For
Goran A Ando as vice chairman
5.3.a Election of other members to the Board of Mgmt For For
Director: Bruno Angelici
5.3.b Election of other members to the Board of Mgmt For For
Director: Henrik Gurtler
5.3.c Election of other members to the Board of Mgmt For For
Director: Thomas Paul Koestler
5.3.d Election of other members to the Board of Mgmt For For
Director: Kurt Anker Nielsen
5.3.e Election of other members to the Board of Mgmt For For
Director: Hannu Ryopponen
5.3.f Election of other members to the Board of Mgmt For For
Director: Liz Hewitt
6 Re-appointment of PricewaterhouseCoopers as Mgmt For For
auditor
7.1 Proposal from the Board of Directors: Mgmt For For
Reduction of the Company's B share
capital from DKK 472,512,800 to DKK
452,512,800
7.2 Proposal from the Board of Directors: Mgmt For For
Authorisation of the Board of Directors to
allow the company to repurchase own shares
7.3.1 Proposal from the Board of Directors: Mgmt For For
Amendments to the Articles of
Association :Authorisation to introduce
electronic communication with
shareholders (new Article 15)
7.3.2 Proposal from the Board of Directors: Mgmt For For
Amendments to the Articles of
Association :Amendments to reflect the
change of the name of the Danish
Business Authority
7.4 Proposal from the Board of Directors: Mgmt For For
Adoption of revised Remuneration
Principles
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933577768
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 04-May-2012
Ticker: OXY
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt For For
1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS Mgmt For For
1C. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt For For
1D. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt For For
1F. ELECTION OF DIRECTOR: MARGARET M. FORAN Mgmt For For
1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1H. ELECTION OF DIRECTOR: RAY R. IRANI Mgmt For For
1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt For For
1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt For For
1K. ELECTION OF DIRECTOR: ROSEMARY TOMICH Mgmt For For
2. ADVISORY VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION OF SELECTION OF KPMG AS Mgmt For For
INDEPENDENT AUDITORS.
4. REQUIRED NOMINATION OF DIRECTOR WITH Shr Against For
ENVIRONMENTAL EXPERTISE.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933499813
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 12-Oct-2011
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JEFFREY S. BERG Mgmt For For
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt For For
GEORGE H. CONRADES Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt For For
JEFFREY O. HENLEY Mgmt For For
MARK V. HURD Mgmt For For
DONALD L. LUCAS Mgmt For For
NAOMI O. SELIGMAN Mgmt For For
2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt Against Against
3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year
VOTES RELATING TO EXECUTIVE COMPENSATION.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG AS THE INDEPENDENT PUBLIC
ACCOUNTING FIRM FOR FISCAL 2012.
5 ACT ON A STOCKHOLDER PROPOSAL REGARDING Shr For Against
EQUITY RETENTION.
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933560472
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 26-Apr-2012
Ticker: PFE
ISIN: US7170811035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For
1B. ELECTION OF DIRECTOR: M. ANTHONY BURNS Mgmt For For
1C. ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1D. ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Mgmt For For
1F. ELECTION OF DIRECTOR: HELEN H. HOBBS Mgmt For For
1G. ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1H. ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1I. ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1J. ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1K. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1L. ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1M. ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1N. ELECTION OF DIRECTOR: MARC TESSIER-LAVIGNE Mgmt For For
2. RATIFY THE SELECTION OF KPMG LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2012.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL REGARDING PUBLICATION Shr Against For
OF POLITICAL CONTRIBUTIONS.
5. SHAREHOLDER PROPOSAL REGARDING ACTION BY Shr For Against
WRITTEN CONSENT.
6. SHAREHOLDER PROPOSAL REGARDING SPECIAL Shr For Against
SHAREHOLDER MEETINGS.
7. SHAREHOLDER PROPOSAL REGARDING ADVISORY Shr Against For
VOTE ON DIRECTOR PAY.
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933572136
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 09-May-2012
Ticker: PM
ISIN: US7181721090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: HAROLD BROWN Mgmt For For
1B. ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Mgmt For For
1C. ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1D. ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For
1E. ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1F. ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For
1G. ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt For For
1H. ELECTION OF DIRECTOR: KALPANA MORPARIA Mgmt For For
1I. ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1J. ELECTION OF DIRECTOR: ROBERT B. POLET Mgmt For For
1K. ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1L. ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT AUDITORS
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. APPROVAL OF THE PHILIP MORRIS INTERNATIONAL Mgmt For For
INC. 2012 PERFORMANCE INCENTIVE PLAN
5. STOCKHOLDER PROPOSAL 1 - INDEPENDENT BOARD Shr Against For
CHAIR
6. STOCKHOLDER PROPOSAL 2 - CREATE AN Shr Against For
INDEPENDENT ETHICS COMMITTEE
--------------------------------------------------------------------------------------------------------------------------
PPL CORPORATION Agenda Number: 933599827
--------------------------------------------------------------------------------------------------------------------------
Security: 69351T106
Meeting Type: Annual
Meeting Date: 16-May-2012
Ticker: PPL
ISIN: US69351T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
FREDERICK M. BERNTHAL Mgmt For For
JOHN W. CONWAY Mgmt For For
STEVEN G. ELLIOTT Mgmt For For
LOUISE K. GOESER Mgmt For For
STUART E. GRAHAM Mgmt For For
STUART HEYDT Mgmt For For
RAJA RAJAMANNAR Mgmt For For
CRAIG A. ROGERSON Mgmt For For
WILLIAM H. SPENCE Mgmt For For
NATICA VON ALTHANN Mgmt For For
KEITH W. WILLIAMSON Mgmt For For
2. APPROVAL OF THE PPL CORPORATION 2012 STOCK Mgmt For For
INCENTIVE PLAN
3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
5. SHAREOWNER PROPOSAL - DIRECTOR ELECTION Shr Against For
MAJORITY VOTE STANDARD PROPOSAL
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 703723608
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 17-May-2012
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and consider the Directors' Mgmt For For
Report and the Financial Statements for the
year ended 31 December 2011 with the
related Auditor's Report
2 To approve the Directors' Remuneration Mgmt Against Against
Report for the year ended 31 December 2011
3 To declare a final dividend of 17.24 pence Mgmt For For
per ordinary share of the Company for the
year ended 31 December 2011, which shall be
payable on 24 May 2012 to shareholders who
were on the register of members at the
close of business on 30 March 2012
4 To elect Mr Alexander Johnston as a Mgmt For For
director
5 To elect Mr Kaikhushru Nargolwala as a Mgmt For For
director
6 To re-elect Mr Keki Dadiseth as a director Mgmt For For
7 To re-elect Sir Howard Davies as a director Mgmt For For
8 To re-elect Mr Robert Devey as a director Mgmt For For
9 To re-elect Mr John Foley as a director Mgmt For For
10 To re-elect Mr Michael Garrett as a Mgmt For For
director
11 To re-elect Ms Ann Godbehere as a director Mgmt For For
12 To re-elect Mr Paul Manduca as a director Mgmt For For
13 To re-elect Mr Harvey McGrath as a director Mgmt For For
14 To re-elect Mr Michael McLintock as a Mgmt For For
director
15 To re-elect Mr Nicolaos Nicandrou as a Mgmt For For
director
16 To re-elect Mr Barry Stowe as a director Mgmt For For
17 To re-elect Mr Tidjane Thiam as a director Mgmt For For
18 To re-elect Lord Turnbull as a director Mgmt For For
19 To re-elect Mr Michael Wells as a director Mgmt For For
20 To re-appoint KPMG Audit Plc as the Mgmt For For
Company's auditor until the conclusion of
the next general meeting at which the
Company's accounts are laid
21 To authorise the directors to determine the Mgmt For For
amount of the auditor's remuneration
22 Political donations Mgmt For For
23 Renewal of authority to allot ordinary Mgmt For For
shares
24 Extension of authority to allot ordinary Mgmt For For
shares to include repurchased shares
25 That the Prudential International Mgmt For For
Savings-Related Share Option Scheme for
Non-Employees 2012 summarised in Appendix 2
to this Notice of Meeting, the rules of
which are produced by the Chairman for the
purpose of identification, be and is hereby
approved
26 Renewal of authority for disapplication of Mgmt For For
pre-emption rights
27 Renewal of authority for purchase of own Mgmt For For
shares
28 That a general meeting other than an Annual Mgmt For For
General Meeting may be called on not less
than 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
PUBLIC SERVICE ENTERPRISE GROUP INC. Agenda Number: 933559669
--------------------------------------------------------------------------------------------------------------------------
Security: 744573106
Meeting Type: Annual
Meeting Date: 17-Apr-2012
Ticker: PEG
ISIN: US7445731067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTORS: ALBERT R. GAMPER, Mgmt For For
JR.
1B ELECTION OF DIRECTORS: CONRAD K. HARPER Mgmt For For
1C ELECTION OF DIRECTORS: WILLIAM V. HICKEY Mgmt For For
1D ELECTION OF DIRECTORS: RALPH IZZO Mgmt For For
1E ELECTION OF DIRECTORS: SHIRLEY ANN JACKSON Mgmt For For
1F ELECTION OF DIRECTORS: DAVID LILLEY Mgmt For For
1G ELECTION OF DIRECTORS: THOMAS A. RENYI Mgmt For For
1H ELECTION OF DIRECTORS: HAK CHEOL SHIN Mgmt For For
1I ELECTION OF DIRECTORS: RICHARD J. SWIFT Mgmt For For
1J ELECTION OF DIRECTORS: SUSAN TOMASKY Mgmt For For
02 ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE
YEAR 2012.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 933543933
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 06-Mar-2012
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARBARA T. ALEXANDER Mgmt For For
STEPHEN M. BENNETT Mgmt For For
DONALD G. CRUICKSHANK Mgmt For For
RAYMOND V. DITTAMORE Mgmt For For
THOMAS W. HORTON Mgmt For For
PAUL E. JACOBS Mgmt For For
ROBERT E. KAHN Mgmt For For
SHERRY LANSING Mgmt For For
DUANE A. NELLES Mgmt For For
FRANCISCO ROS Mgmt For For
BRENT SCOWCROFT Mgmt For For
MARC I. STERN Mgmt For For
02 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR
FISCAL YEAR ENDING SEPTEMBER 30, 2012.
03 TO HOLD AN ADVISORY VOTE ON EXECUTIVE Mgmt Against Against
COMPENSATION.
04 TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION TO
ELIMINATE THE PLURALITY VOTING PROVISION.
--------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC, EDINBURGH Agenda Number: 703755112
--------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: AGM
Meeting Date: 30-May-2012
Ticker:
ISIN: GB0007547838
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and approve the accounts for the Mgmt For For
financial year ended 31 December 2011 and
the reports of the directors and auditors
thereon
2 To approve the Remuneration Report Mgmt For For
contained within the Report and Accounts
for the financial year ended 31 December
2011
3 To elect Alison Davis as a director Mgmt For For
4 To elect Tony Di Iorio as a director Mgmt For For
5 To elect Baroness Noakes as a director Mgmt For For
6 To re-elect Sandy Crombie as a director Mgmt For For
7 To re-elect Philip Hampton as a director Mgmt For For
8 To re-elect Stephen Hester as a director Mgmt For For
9 To re-elect Penny Hughes as a director Mgmt For For
10 To re-elect Joe MacHale as a director Mgmt For For
11 To re-elect Brendan Nelson as a director Mgmt For For
12 To re-elect Art Ryan as a director Mgmt For For
13 To re-elect Bruce Van Saun as a director Mgmt For For
14 To re-elect Philip Scott as a director Mgmt For For
15 To re-appoint Deloitte LLP as auditors Mgmt For For
16 To authorise the Group Audit Committee to Mgmt For For
fix the remuneration of the auditors
17 To renew the directors' authority to allot Mgmt For For
securities
18 To renew the directors' authority to allot Mgmt For For
shares on a non pre-emptive basis
19 To sub-divide and consolidate the ordinary Mgmt For For
share capital
20 To amend the articles of association Mgmt For For
21 To renew authority to grant rights to Mgmt For For
convert B Shares
22 To renew authority to grant rights to Mgmt For For
convert B Shares on a non pre-emptive basis
23 To amend the rules of The Royal Bank of Mgmt For For
Scotland Group plc 2007 Sharesave Plan and
The Royal Bank of Scotland Group plc 2007
Irish Sharesave Plan
24 To permit the holding of General Meetings Mgmt For For
at 14 days' notice
25 To authorise political donations and Mgmt For For
expenditure by the Group in terms of
Section 366 of the Companies Act 2006
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC, LONDON Agenda Number: 703737746
--------------------------------------------------------------------------------------------------------------------------
Security: G7690A118
Meeting Type: AGM
Meeting Date: 22-May-2012
Ticker:
ISIN: GB00B03MM408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the Company's annual accounts for the Mgmt For For
financial year ended December 31, 2011,
together with the Directors' report and the
Auditors' report on those accounts, be
received
2 That the Remuneration Report for the year Mgmt For For
ended December 31, 2011, set out in the
Annual Report and Accounts 2011 and
summarised in the Annual Review and Summary
Financial Statements 2011, be approved
3 That Sir Nigel Sheinwald be appointed as a Mgmt For For
Director of the Company with effect from
July 1, 2012
4 That Josef Ackermann be re-appointed as a Mgmt For For
Director of the Company
5 That Guy Elliott be re-appointed as a Mgmt For For
Director of the Company
6 That Simon Henry be re-appointed as a Mgmt For For
Director of the Company
7 That Charles O. Holliday be re-appointed as Mgmt For For
a Director of the Company
8 That Gerard Kleisterlee be re-appointed as Mgmt For For
a Director of the Company
9 That Christine Morin-Postel be re-appointed Mgmt For For
as a Director of the Company
10 That Jorma Ollila be re-appointed as a Mgmt For For
Director of the Company
11 That Linda G. Stuntz be re-appointed as a Mgmt For For
Director of the Company
12 That Jeroen van der Veer be re-appointed as Mgmt For For
a Director of the Company
13 That Peter Voser be re-appointed as a Mgmt For For
Director of the Company
14 That Hans Wijers be re-appointed as a Mgmt For For
Director of the Company
15 That PricewaterhouseCoopers LLP be Mgmt For For
re-appointed as Auditors of the Company to
hold office until the conclusion of the
next AGM of the Company
16 That the Board be authorised to determine Mgmt For For
the remuneration of the Auditors for 2012
17 That the Board be generally and Mgmt For For
unconditionally authorised, in substitution
for all subsisting authorities, to allot
shares in the Company, and to grant rights
to subscribe for or to convert any security
into shares in the Company, up to an
aggregate nominal amount of EUR 147
million, and to list such shares or rights
on any stock exchange, such authorities to
apply until the earlier of the close of
business on August 22, 2013 and the end of
the next AGM of the Company (unless
previously renewed, revoked or varied by
the Company in general meeting) but, in
each case, during this period the Company
CONT CONTD shares or grant rights to subscribe Non-Voting
for or to convert securities into shares
under any such offer or agreement as if the
authority had not ended
18 That if Resolution 17 is passed, the Board Mgmt For For
be given power to allot equity securities
(as defined in the Companies Act 2006) for
cash under the authority given by that
resolution and/or to sell ordinary shares
held by the Company as treasury shares for
cash as if Section 561 of the Companies Act
2006 did not apply to any such allotment or
sale, such power to be limited as specified
19 That the Company be authorised for the Mgmt For For
purposes of Section 701 of the Companies
Act 2006 to make one or more market
purchases (as defined in Section 693(4) of
the Companies Act 2006) of its ordinary
shares of EUR 0.07 each ("Ordinary
Shares"), such power to be limited as
specified
20 That, in accordance with Section 366 of the Mgmt For For
Companies Act 2006 and in substitution for
any previous authorities given to the
Company (and its subsidiaries), the Company
(and all companies that are subsidiaries of
the Company at any time during the period
for which this resolution has effect) be
authorised to: (A) make political donations
to political organisations other than
political parties not exceeding GBP 200,000
in total per annum; and (B) incur political
expenditure not exceeding GBP 200,000 in
total per annum, during the period
beginning with the date of the passing of
this resolution and ending at the
--------------------------------------------------------------------------------------------------------------------------
SANOFI, PARIS Agenda Number: 703651023
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: MIX
Meeting Date: 04-May-2012
Ticker:
ISIN: FR0000120578
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/0312/201203121200823.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0413/201204131201488.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2011
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2011
O.3 Allocation of income and setting the Mgmt For For
dividend
O.4 Appointment of Mr. Laurent Attal as Board Mgmt For For
member
O.5 Renewal of term of Mr. Uwe Bicker as Board Mgmt For For
member
O.6 Renewal of term of Mr. Jean-Rene Fourtou as Mgmt For For
Board member
O.7 Renewal of term of Mrs. Claudie Haignere as Mgmt For For
Board member
O.8 Renewal of term of Mrs. Carole Piwnica as Mgmt For For
Board member
O.9 Renewal of term of Mr. Klaus Pohle as Board Mgmt For For
member
O.10 Appointment of the company Ernst & Young et Mgmt For For
Autres as principal Statutory Auditor
O.11 Appointment of the company Auditex as Mgmt For For
deputy Statutory Auditor
O.12 Ratification of the change of location of Mgmt For For
the registered office
O.13 Authorization to be granted to the Board of Mgmt For For
Directors to trade Company's shares
E.14 Delegation of authority to be granted to Mgmt For For
the Board of Directors to carry out free
allocations of shares existing or to be
issued to employees of the staff and
corporate officers of the Group or to some
of them
E.15 Powers to carry out all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. 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.
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 703727430
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 23-May-2012
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN CONNECTI
ON WITH SPECIFIC ITEMS OF THE AGENDA FOR
THE GENERAL MEETING YOU ARE NOT ENTIT LED
TO EXERCISE YOUR VOTING RIGHTS. FURTHER,
YOUR VOTING RIGHT MIGHT BE EXCLUD ED WHEN
YOUR SHARE IN VOTING RIGHTS HAS REACHED
CERTAIN THRESHOLDS AND YOU HAV E NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLE ASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NO T HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 02 MAY 2012, 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 GERM AN LAW. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 08 Non-Voting
MAY 2012. FURTHER INFORMATION ON C OUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER T O THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE IT EMS, YOU
WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES DIRECTLY A T THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT O N PROXYEDGE.
1. Presentation of the adopted annual Non-Voting
financial statements and the approved group
financial statements, the combined
management report and group management rep
ort of SAP AG, including the Executive
Board's explanatory notes relating to t he
information provided pursuant to Sections
289 (4) and (5) and 315 (4) of th e
Commercial Code (HGB), and the Supervisory
Board's report, each for fiscal y ear 2011
2. Resolution on the appropriation of the Mgmt For For
retained earnings of fiscal year 2011
3. Resolution on the formal approval of the Mgmt For For
acts of the Executive Board in fiscal year
2011
4. Resolution on the formal approval of the Mgmt For For
acts of the Supervisory Board in fisc al
year 2011
5. Resolution on the approval of the system of Mgmt Against Against
Executive Board compensation
6. Appointment of the auditors of the Mgmt For For
financial statements and group financial st
atements for fiscal year 2012 : Following a
corresponding recommendation by th e audit
committee, the Supervisory Board proposes
that KPMG AG Wirtschaftspruf
ungsgesellschaft, Berlin, Germany, be
appointed auditors of the financial stat
ements and group financial statements for
fiscal year 2012
7.a Election of new member to the Supervisory Mgmt Against Against
Board: Prof. Dr. h. c. mult. Hasso P
lattner
7.b Election of new member to the Supervisory Mgmt For For
Board: Pekka Ala-Pietila
7.c Election of new member to the Supervisory Mgmt For For
Board: Prof. Anja Feldmann, Ph.D
7.d Election of new member to the Supervisory Mgmt Against Against
Board: Prof. Dr. Wilhelm Haarmann
7.e Election of new member to the Supervisory Mgmt Against Against
Board: Bernard Liautaud
7.f Election of new member to the Supervisory Mgmt Against Against
Board: Dr. h. c. Hartmut Mehdorn
7.g Election of new member to the Supervisory Mgmt For For
Board: Dr. Erhard Schipporeit
7.h Election of new member to the Supervisory Mgmt For For
Board: Prof. Dr.-Ing. Dr.-Ing. E. h. Klaus
Wucherer
8. Resolution on the cancellation of Mgmt For For
Contingent Capital III and Contingent
Capita l IIIa and the corresponding
amendment of Section 4 of the Articles of
Incorpo ration, as well as other amendments
to Sections 4, 19 and 23 of the Articles o
f Incorporation
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933556827
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 11-Apr-2012
Ticker: SLB
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE Mgmt For For
1B. ELECTION OF DIRECTOR: TONY ISAAC Mgmt For For
1C. ELECTION OF DIRECTOR: K. VAMAN KAMATH Mgmt For For
1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD Mgmt For For
1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV Mgmt For For
1F. ELECTION OF DIRECTOR: ADRIAN LAJOUS Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL E. MARKS Mgmt For For
1H. ELECTION OF DIRECTOR: ELIZABETH A. MOLER Mgmt For For
1I. ELECTION OF DIRECTOR: LUBNA S. OLAYAN Mgmt For For
1J. ELECTION OF DIRECTOR: L. RAFAEL REIF Mgmt For For
1K. ELECTION OF DIRECTOR: TORE I. SANDVOLD Mgmt For For
1L. ELECTION OF DIRECTOR: HENRI SEYDOUX Mgmt For For
2. TO APPROVE AN ADVISORY RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION.
3. TO APPROVE THE COMPANY'S 2011 FINANCIAL Mgmt For For
STATEMENTS AND DECLARATIONS OF DIVIDENDS.
4. TO APPROVE THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
5. TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 Mgmt For For
STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE
DIRECTORS TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE AND MAKE CERTAIN
TECHNICAL CHANGES.
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC, PERTH Agenda Number: 703162052
--------------------------------------------------------------------------------------------------------------------------
Security: G7885V109
Meeting Type: AGM
Meeting Date: 21-Jul-2011
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Report and Accounts Mgmt For For
2 Approve the Remuneration Report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-appoint Katie Bickerstaffe Mgmt For For
5 Re-appoint Jeremy Beeton Mgmt For For
6 Re-appoint Lord Smith of Kelvin Mgmt For For
7 Re-appoint Ian Marchant Mgmt For For
8 Re-appoint Colin Hood Mgmt For For
9 Re-appoint Gregor Alexander Mgmt For For
10 Re-appoint Alistair Phillips-Davies Mgmt For For
11 Re-appoint Lady Rice Mgmt For For
12 Re-appoint Rene Medori Mgmt For For
13 Re-appoint Richard Gillingwater Mgmt For For
14 Re-appoint Thomas Thune Anderson Mgmt For For
15 Re-appoint KPMG Audit Plc as Auditors Mgmt For For
16 Authorise the Directors to determine the Mgmt For For
Auditors' remuneration
17 Authorise allotment of shares Mgmt For For
18 To disapply pre-emption rights Mgmt For For
19 To empower the Company to purchase its own Mgmt For For
Ordinary Shares
20 To approve 14 days' notice of general Mgmt For For
meetings
21 Approve the renewal of the 2001 Sharesave Mgmt For For
Scheme
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933577035
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 10-May-2012
Ticker: SRE
ISIN: US8168511090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ALAN L. BOECKMANN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. BROCKSMITH Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: DONALD E. FELSINGER Mgmt For For
1D. ELECTION OF DIRECTOR: WILFORD D. GODBOLD Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: WILLIAM D. JONES Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1G. ELECTION OF DIRECTOR: DEBRA L. REED Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS RUIZ Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1K. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1L. ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT Shr For Against
BOARD CHAIRMAN.
5. SHAREHOLDER PROPOSAL REGARDING Shr Against For
SUSTAINABILITY.
--------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN Agenda Number: 703521460
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 24-Jan-2012
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
For German registered shares, the shares Non-Voting
have to be registered within the company's
shareholder book. Depending on the
processing of the local sub custodian if a
client wishes to withdraw its voting
instruction due to intentions to trade/lend
their stock, a Take No Action vote must be
received by the vote deadline as displayed
on ProxyEdge to facilitate de-registration
of shares from the company's shareholder
book. Any Take No Action votes received
after the vote deadline will only be
forwarded and processed on a best effort
basis. Please contact your client services
representative if you require further
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
09.01.2012. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
01. To receive and consider the adopted Annual Non-Voting
Financial Statements of Siemens AG and the
approved Consolidated Financial Statements,
together with the Combined Management's
Discussion and Analysis of Siemens AG and
the Siemens Group, including the
Explanatory Report on the information
required pursuant to Section 289 (4) and
(5) and Section 315 (4) of the German
Commercial Code (HGB) as of September 30,
2011, as well as the Report of the
Supervisory Board, the Corporate Governance
Report, the Compensation Report and the
Compliance Report for fiscal year 2011
02. To resolve on the appropriation of net Mgmt For For
income of Siemens AG to pay a dividend: The
distributable profit of EUR 2,742,610,263
shall be appropriated as follows: Payment
of a dividend of EUR 3 per no-par share EUR
114,077,313 shall be carried forward;
Ex-dividend and payable date: January 25,
2012
03. To ratify the acts of the members of the Mgmt For For
Managing Board
04. To ratify the acts of the members of the Mgmt For For
Supervisory Board
05. To resolve on the appointment Ernst & Young Mgmt For For
GmbH Wirtschaftsprufungsgesellschaft,
Stuttgart as the independent auditors for
the audit of the Annual Financial
Statements and the Consolidated Financial
Statements and for the review of the
Interim Financial Statements
06. PLEASE NOTE THAT THIS IS A SHAREHOLDER'S Shr Against For
PROPOSAL: Amendment to the Articles of
Association of Siemens AG: In order to
increase women's presence on the
Supervisory Board, Section 11 shall be
amended as follows: Section 11(1) shall be
adjusted to ensure that at least 30 pct of
the representatives of the shareholders on
the Supervisory Board are women as of 2013
and at least 40 pct are women as of
2018.Section 11(3) shall be adjusted to
ensure that at least 30 pct of the
substitute representatives of the
shareholders on the Supervisory Board are
women as of 2013 and at least 40 pct. are
--------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE, PARIS Agenda Number: 703745060
--------------------------------------------------------------------------------------------------------------------------
Security: F43638141
Meeting Type: MIX
Meeting Date: 22-May-2012
Ticker:
ISIN: FR0000130809
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 961557 DUE TO ADDITION OF
RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir ectly
to the sub custodian. Please contact your
Client Service Representative to obtain the
necessary card, account details and
directions. The following ap plies to
Non-Resident Shareowners: Proxy Cards:
Voting instructions will be fo rwarded to
the Global Custodians that have become
Registered Intermediaries, o n the Vote
Deadline Date. In capacity as Registered
Intermediary, the Global C ustodian will
sign the Proxy Card and forward to the
local custodian. If you a re unsure whether
your Global Custodian acts as Registered
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY CLIC
KING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/ 0420/201204201201667.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2011
O.2 Allocation of income for the financial year Mgmt For For
2011
O.3 Approval of the consolidated financial Mgmt For For
statements for the financial year 2011
O.4 Regulated agreements and commitments Mgmt Against Against
O.5 Renewal of term of Mr. Michel Cicurel as Mgmt For For
Board member
O.6 Renewal of term of Mrs. Nathalie Rachou as Mgmt For For
Board member
O.7 Appointment of Mr. Yann Delabriere as Board Mgmt For For
member
O.8 Appointment of Mr. Thierry Martel as Board Mgmt For For
member
O.9 Appointment of the company Ernst & Young et Mgmt For For
Autres as principal Statutory Audi tor
O.10 Renewal of term of the company Deloitte et Mgmt For For
Associes as principal Statutory Aud itor
O.11 Appointment of the company Picarle et Mgmt For For
Associes as deputy Statutory Auditor
O.12 Appointment of the company BEAS as deputy Mgmt For For
Statutory Auditor
O.13 Authorization granted to the Board of Mgmt For For
Directors to trade Company's shares with in
the limit of 5% of capital
E.14 Delegation of authority to the Board of Mgmt For For
Directors for a 26-month period to car ry
out share capital increase while
maintaining preferential subscription righ
ts (i) by issuing common shares or any
securities providing access to capital of
the Company or its subsidiaries for a
maximum nominal amount of share issua nce
of EUR 485 million, or 49.99% of capital
with the amounts set in the 15th, 16th,
17th , 19th and 20th resolutions being
deducted from this amount, (ii) and/or by
incorporation for a maximum nominal amount
of EUR 550 million
E.15 Delegation of authority to the Board of Mgmt For For
Directors for a 26-month period to car ry
out share capital increase with
cancellation of preferential subscription r
ights by issuing common shares or any
securities providing access to capital o f
the Company or its subsidiaries for a
maximum nominal amount of share issuan ce
of EUR 145 million, or 14.95% of capital
with the amount set in the 14th re solution
being deducted from this amount, and the
amounts set in the 16th and 17th
resolutions being deducted from this amount
E.16 Authorization granted to the Board of Mgmt For For
Directors for a 26-month period to incre
ase the number of issuable securities in
case of surplus demand following a ca pital
increase with or without preferential
subscription rights within the lim its of
15% of the original issuance and overall
limitations established under the 14th and
15th resolutions
E.17 Delegation of authority to the Board of Mgmt For For
Directors for a 26-month period to car ry
out share capital increase within the
limits of 10% of capital and overall
limitations established under the 14th and
15th resolutions, in consideration for
in-kind contributions granted to the
Company and composed of equity securi ties
or securities providing access to capital,
outside of a public exchange o ffer
E.18 Delegation of authority to the Board of Mgmt For For
Directors for a 26-month period to car ry
out the issuance of securities other than
shares, entitling to the allotmen t of debt
securities and shall not giving rise to the
Company's capital increa se
E.19 Delegation granted to the Board of Mgmt Against Against
Directors for a 26-month period to carry ou
t a capital increase or sale of shares
reserved for members of a Company or Gr oup
Savings Plan within the limits of 3% of
capital and the overall limitation
established under the 14th resolution
E.20 Authorization granted to the Board of Mgmt Against Against
Directors for a 26-month period to carry
out free allocations of performance shares
existing or to be issued within th e limits
of 2% of capital and the overall limitation
established under the 14t h
resolution-including a maximum of 0.1% for
corporate officers
E.21 Authorization granted to the Board of Mgmt For For
Directors to replace the financial perfo
rmance condition of the Plan of November 2,
2010 for free allocation of shares to all
employees
E.22 Authorization granted to the Board of Mgmt For For
Directors to cancel treasury shares of t he
Company within the limit of 5% per 24-month
period
E.23 Powers to carry out all legal formalities Mgmt For For
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: (Not approved by t he
Board of Directors): Changing the
governance and management structure of th e
company into a Supervisory Board and
Executive Board
--------------------------------------------------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC. Agenda Number: 933566854
--------------------------------------------------------------------------------------------------------------------------
Security: 790849103
Meeting Type: Annual
Meeting Date: 03-May-2012
Ticker: STJ
ISIN: US7908491035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN W. BROWN Mgmt For For
1B ELECTION OF DIRECTOR: DANIEL J. STARKS Mgmt For For
2 TO APPROVE AMENDMENTS TO THE 2007 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
3 TO APPROVE AMENDMENTS TO OUR ARTICLES OF Mgmt For For
INCORPORATION AND BYLAWS TO DECLASSIFY OUR
BOARD OF DIRECTORS.
4 ADVISORY VOTE TO APPROVE COMPENSATION OF Mgmt For For
OUR NAMED EXECUTIVE OFFICERS.
5 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA, STAVANGER Agenda Number: 703761141
--------------------------------------------------------------------------------------------------------------------------
Security: R8413J103
Meeting Type: AGM
Meeting Date: 15-May-2012
Ticker:
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL 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
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL 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 FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
1 Opening of the annual general meeting by Non-Voting
the chair of the corporate assembly
2 Registration of attending shareholders and Non-Voting
proxies
3 The board of directors proposes that the Mgmt No vote
general meeting elects the chair of the
corporate assembly, Olaug Svarva, as chair
of the meeting
4 Approval of the notice and the agenda Mgmt No vote
5 Election of two persons to co-sign the Mgmt No vote
minutes together with the chair of the
meeting
6 Approval of the annual report and accounts Mgmt No vote
for Statoil ASA and the Statoil group for
2011 including the board of directors'
proposal for distribution of dividend
7 PLEASE NOTE THAT THIS IS A SHAREHOLDER Shr No vote
PROPOSAL: It is not in the shareholders'
long-term interest to continue the
extraction of tar sands in Canada. Very
high greenhouse gas emissions from
extraction of tar sands are not consistent
with the international goal of keeping
global temperature rise below two degrees
Celsius. This, together with the
infringement of local indigenous people's
constitutional rights and the environmental
impacts, make extraction from tar sands an
unacceptable strategy. Statoil must
withdraw from tar sands extraction in
Canada
8 Declaration on stipulation of salary and Mgmt No vote
other remuneration for executive management
9 Determination of remuneration for the Mgmt No vote
company's external auditor for 2011
10 The general meeting elects KPMG as new Mgmt No vote
auditor for Statoil ASA
11A.1 The nomination committee nominates Olaug Mgmt No vote
Svarva as member of the corporate assembly
until the annual general meeting in 2014
11A.2 The nomination committee nominates Idar Mgmt No vote
Kreutzer as member of the corporate
assembly until the annual general meeting
in 2014
11A.3 The nomination committee nominates Karin Mgmt No vote
Aslaksen as member of the corporate
assembly until the annual general meeting
in 2014
11A.4 The nomination committee nominates Greger Mgmt No vote
Mannsverk as member of the corporate
assembly until the annual general meeting
in 2014
11A.5 The nomination committee nominates Steinar Mgmt No vote
Olsen as member of the corporate assembly
until the annual general meeting in 2014
11A.6 The nomination committee nominates Ingvald Mgmt No vote
Strommen as member of the corporate
assembly until the annual general meeting
in 2014
11A.7 The nomination committee nominates Rune Mgmt No vote
Bjerke as member of the corporate assembly
until the annual general meeting in 2014
11A.8 The nomination committee nominates Tore Mgmt No vote
Ulstein as member of the corporate assembly
until the annual general meeting in 2014
11A.9 The nomination committee nominates Live Mgmt No vote
Haukvik Aker as member of the corporate
assembly until the annual general meeting
in 2014
11A10 The nomination committee nominates Siri Mgmt No vote
Kalvig as member of the corporate assembly
until the annual general meeting in 2014
11A11 The nomination committee nominates Thor Mgmt No vote
Oscar Bolstad as member of the corporate
assembly until the annual general meeting
in 2014
11A12 The nomination committee nominates Barbro Mgmt No vote
Haetta as member of the corporate assembly
until the annual general meeting in 2014
11B.1 The nomination committee nominates Arthur Mgmt No vote
Sletteberg as deputy member of the
corporate assembly until the annual general
meeting in 2014
11B.2 The nomination committee nominates Bassim Mgmt No vote
Haj as deputy member of the corporate
assembly until the annual general meeting
in 2014
11B.3 The nomination committee nominates Mgmt No vote
Anne-Margrethe Firing as deputy member of
the corporate assembly until the annual
general meeting in 2014
11B.4 The nomination committee nominates Linda Mgmt No vote
Litlekalsoy Aase as deputy member of the
corporate assembly until the annual general
meeting in 2014
12 Determination of remuneration for the Mgmt No vote
corporate assembly
13.1 The nomination committee nominates Olaug Mgmt No vote
Svarva, chair as member of the nomination
committee until the annual general meeting
in 2014
13.2 The nomination committee nominates Tom Mgmt No vote
Rathke, as member of the nomination
committee until the annual general meeting
in 2014
13.3 The nomination committee nominates Live Mgmt No vote
Haukvik Aker, as member of the nomination
committee until the annual general meeting
in 2014
13.4 The nomination committee nominates Ingrid Mgmt No vote
Dramdal Rasmussen, as member of the
nomination committee until the annual
general meeting in 2014
14 Determination of remuneration for the Mgmt No vote
nomination committee
15 Authorisation to acquire Statoil ASA shares Mgmt No vote
in the market in order to continue
operation of the share saving plan for
employees
16 Authorisation to acquire Statoil ASA shares Mgmt No vote
in the market for subsequent annulment
--------------------------------------------------------------------------------------------------------------------------
TESCO PLC, CHESHUNT Agenda Number: 703127856
--------------------------------------------------------------------------------------------------------------------------
Security: G87621101
Meeting Type: AGM
Meeting Date: 01-Jul-2011
Ticker:
ISIN: GB0008847096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Directors Report and Mgmt For For
Accounts for the year ended 26 Feb-11
2 To approve the Remuneration Report Mgmt For For
3 To declare a final dividend Mgmt For For
4 To elect Gareth Bullock as a director Mgmt For For
5 To elect Stuart Chambers as a director Mgmt For For
6 To re-elect David Reid as a director Mgmt For For
7 To re-elect Philip Clarke as a director Mgmt For For
8 To re-elect Richard Brasher as a director Mgmt For For
9 To re-elect Patrick Cescau as a director Mgmt For For
10 To re-elect Karen Cook as a director Mgmt For For
11 To re-elect Ken Hanna as a director Mgmt For For
12 To re-elect Andrew Higginson as a director Mgmt For For
13 To re-elect Ken Hydon as a director Mgmt For For
14 To re-elect Tim Mason as a director Mgmt For For
15 To re-elect Laurie Mcllwee as a director Mgmt For For
16 To re-elect Lucy Neville-Rolfe as a Mgmt For For
director
17 To re-elect David Potts as a director Mgmt For For
18 To re-elect Jacqueline Tammenoms Bakker as Mgmt For For
a director
19 To re-appoint the auditors Mgmt For For
20 To set the auditors remuneration Mgmt For For
21 To authorise the directors to allot shares Mgmt For For
22 To disapply pre-emption rights Mgmt For For
23 To authorise the Company to purchase its Mgmt For For
own shares
24 To authorise political donations by the Mgmt For For
Company and its subsidiaries
25 To approve and adopt the Tesco PLC Mgmt For For
Performance Share Plan 2011
26 To renew authorities to continue Tesco PLC Mgmt For For
Savings-Related Share Option Scheme
1981
27 To authorise short notice general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TESCO PLC, CHESHUNT Agenda Number: 703840290
--------------------------------------------------------------------------------------------------------------------------
Security: G87621101
Meeting Type: AGM
Meeting Date: 29-Jun-2012
Ticker:
ISIN: GB0008847096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Directors' Report and Mgmt For For
Accounts
2 To approve the Directors' Remuneration Mgmt For For
Report
3 To declare a final dividend Mgmt For For
4 To elect Sir Richard Broadbent as a Mgmt For For
director
5 To elect Ms Deanna Oppenheimer as a Mgmt For For
director
6 To re-elect Mr Philip Clarke as a director Mgmt For For
7 To re-elect Mr Gareth Bullock as a director Mgmt For For
8 To re-elect Mr Patrick Cescau as a director Mgmt For For
9 To re-elect Mr Stuart Chambers as a Mgmt For For
director
10 To re-elect Ms Karen Cook as a director Mgmt For For
11 To re-elect Mr Ken Hanna as a director Mgmt For For
12 To re-elect Mr Andrew Higginson as a Mgmt For For
director
13 To re-elect Mr Ken Hydon as a director Mgmt For For
14 To re-elect Mr Tim Mason as a director Mgmt For For
15 To re-elect Mr Laurie Mcllwee as a director Mgmt For For
16 To re-elect Ms Lucy Neville-Rolfe as a Mgmt For For
director
17 To re-elect Ms Jacqueline Tammenoms Bakker Mgmt For For
as a director
18 To re-appoint the auditors: Mgmt For For
PricewaterhouseCoopers LLP
19 To set the auditors' remuneration Mgmt For For
20 To authorise the directors to allot shares Mgmt For For
21 To disapply pre-emption rights Mgmt For For
22 To authorise the Company to purchase its Mgmt For For
own shares
23 To authorise political donations by the Mgmt For For
Company and its subsidiaries
24 To authorise short notice general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMITED Agenda Number: 933499104
--------------------------------------------------------------------------------------------------------------------------
Security: 881624209
Meeting Type: Annual
Meeting Date: 19-Sep-2011
Ticker: TEVA
ISIN: US8816242098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE RESOLUTION OF THE BOARD TO DECLARE Mgmt For For
& DISTRIBUTE CASH DIVIDEND FOR YEAR
DECEMBER 31, 2010, PAID IN FOUR
INSTALLMENTS IN AN AGGREGATE AMOUNT OF NIS
2.90 PER ORDINARY SHARE (OR ADS).
2A TO APPOINT MR. CHAIM HURVITZ TO THE BOARD Mgmt For For
OF DIRECTORS.
2B TO APPOINT MR. ORY SLONIM TO THE BOARD OF Mgmt For For
DIRECTORS.
2C TO APPOINT MR. DAN SUESSKIND TO THE BOARD Mgmt For For
OF DIRECTORS.
3A APPOINT MR. JOSEPH (YOSSI) NITZANI AS A Mgmt For For
STATUTORY INDEPENDENT DIRECTOR, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
3B APPOINT PROF. DAFNA SCHWARTZ AS A STATUTORY Mgmt For For
INDEPENDENT DIRECTOR, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
04 APPOINT KESSELMAN & KESSELMAN, MEMBER OF Mgmt For For
PRICEWATERHOUSECOOPERS INTERNATIONAL LTD.,
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
05 TO APPROVE THE PURCHASE OF DIRECTORS' & Mgmt For For
OFFICERS' LIABILITY INSURANCE, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
6A TO APPROVE AN INCREASE IN THE REMUNERATION Mgmt For For
FOR PROF. MOSHE MANY IN HIS CAPACITY AS
VICE CHAIRMAN OF THE BOARD OF DIRECTORS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
6B APPROVE REIMBURSEMENT OF EXPENSES TO DR. Mgmt For For
PHILLIP FROST, CHAIRMAN OF BOARD, ALL AS
MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA Agenda Number: 933553441
--------------------------------------------------------------------------------------------------------------------------
Security: 064149107
Meeting Type: Annual
Meeting Date: 03-Apr-2012
Ticker: BNS
ISIN: CA0641491075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD A. BRENNEMAN Mgmt For For
C.J. CHEN Mgmt For For
DAVID A. DODGE Mgmt For For
N. ASHLEIGH EVERETT Mgmt For For
JOHN C. KERR Mgmt For For
JOHN T. MAYBERRY Mgmt For For
THOMAS C. O'NEILL Mgmt For For
INDIRA V. SAMARASEKERA Mgmt For For
SUSAN L. SEGAL Mgmt For For
ALLAN C. SHAW Mgmt For For
PAUL D. SOBEY Mgmt For For
BARBARA S. THOMAS Mgmt For For
RICHARD E. WAUGH Mgmt For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS. Mgmt For For
03 ADVISORY VOTE ON NON-BINDING RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION APPROACH.
04 SHAREHOLDER PROPOSAL 1. Shr Against For
05 SHAREHOLDER PROPOSAL 2. Shr Against For
06 SHAREHOLDER PROPOSAL 3. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE BOEING COMPANY Agenda Number: 933565977
--------------------------------------------------------------------------------------------------------------------------
Security: 097023105
Meeting Type: Annual
Meeting Date: 30-Apr-2012
Ticker: BA
ISIN: US0970231058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID L. CALHOUN Mgmt For For
1B. ELECTION OF DIRECTOR: ARTHUR D. COLLINS, Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: LINDA Z. COOK Mgmt For For
1D. ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Mgmt For For
1E. ELECTION OF DIRECTOR: EDMUND P. Mgmt For For
GIAMBASTIANI, JR.
1F. ELECTION OF DIRECTOR: LAWRENCE W. KELLNER Mgmt For For
1G. ELECTION OF DIRECTOR: EDWARD M. LIDDY Mgmt For For
1H. ELECTION OF DIRECTOR: W. JAMES MCNERNEY, Mgmt For For
JR.
1I. ELECTION OF DIRECTOR: SUSAN C. SCHWAB Mgmt For For
1J. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
1K. ELECTION OF DIRECTOR: MIKE S. ZAFIROVSKI Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR
2012.
4. REPORT ON POLITICAL AND TRADE ASSOCIATION Shr Against For
CONTRIBUTIONS.
5. ACTION BY WRITTEN CONSENT. Shr For Against
6. RETENTION OF SIGNIFICANT STOCK BY FORMER Shr For Against
EXECUTIVES.
7. EXTRAORDINARY RETIREMENT BENEFITS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933558035
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 25-Apr-2012
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt Against Against
1C. ELECTION OF DIRECTOR: HOWARD G. BUFFETT Mgmt For For
1D. ELECTION OF DIRECTOR: RICHARD M. DALEY Mgmt For For
1E. ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For
1F. ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
1G. ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
1H. ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
1I. ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For
1J. ELECTION OF DIRECTOR: ROBERT A. KOTICK Mgmt For For
1K. ELECTION OF DIRECTOR: MARIA ELENA Mgmt For For
LAGOMASINO
1L. ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For
1M. ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
1N. ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
1O. ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
1P. ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt For For
1Q. ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE ESTEE LAUDER COMPANIES INC. Agenda Number: 933510249
--------------------------------------------------------------------------------------------------------------------------
Security: 518439104
Meeting Type: Annual
Meeting Date: 11-Nov-2011
Ticker: EL
ISIN: US5184391044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLENE BARSHEFSKY Mgmt For For
WEI SUN CHRISTIANSON Mgmt For For
FABRIZIO FREDA Mgmt For For
JANE LAUDER Mgmt For For
LEONARD A. LAUDER Mgmt For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
03 ADVISORY VOTE ON THE FREQUENCY OF THE Mgmt 1 Year For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
04 RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR THE 2012 FISCAL
YEAR.
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933600125
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 24-May-2012
Ticker: GS
ISIN: US38141G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Mgmt For For
1B. ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1C. ELECTION OF DIRECTOR: GARY D. COHN Mgmt For For
1D. ELECTION OF DIRECTOR: CLAES DAHLBACK Mgmt For For
1E. ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM W. GEORGE Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1H. ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
1J. ELECTION OF DIRECTOR: DEBORA L. SPAR Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION (SAY ON PAY)
3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012
4. SHAREHOLDER PROPOSAL REGARDING CUMULATIVE Shr Against For
VOTING
5. SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shr For Against
COMPENSATION AND LONG-TERM PERFORMANCE
6. SHAREHOLDER PROPOSAL REGARDING REPORT ON Shr Against For
LOBBYING EXPENDITURES
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933575752
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 17-May-2012
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B. ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1C. ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1D. ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1E. ELECTION OF DIRECTOR: J. FRANK BROWN Mgmt For For
1F. ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G. ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H. ELECTION OF DIRECTOR: BONNIE G. HILL Mgmt For For
1I. ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
1J. ELECTION OF DIRECTOR: RONALD L. SARGENT Mgmt For For
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF RESERVED SHARES
5. SHAREHOLDER PROPOSAL REGARDING ADVISORY Shr Against For
VOTE ON POLITICAL CONTRIBUTIONS
6. SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT Shr Against For
DIVERSITY REPORT
7. SHAREHOLDER PROPOSAL REGARDING REMOVAL OF Shr For Against
PROCEDURAL SAFEGUARDS FROM SHAREHOLDER
WRITTEN CONSENT RIGHT
8. SHAREHOLDER PROPOSAL REGARDING SPECIAL Shr For Against
SHAREHOLDER MEETINGS
9. SHAREHOLDER PROPOSAL REGARDING CHARITABLE Shr Against For
CONTRIBUTIONS
10. SHAREHOLDER PROPOSAL REGARDING STORMWATER Shr Against For
MANAGEMENT POLICY
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933563783
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: PNC
ISIN: US6934751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RICHARD O. BERNDT Mgmt For For
1B. ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1C. ELECTION OF DIRECTOR: PAUL W. CHELLGREN Mgmt For For
1D. ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt For For
1F. ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1G. ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1H. ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1J. ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1K. ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1L. ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1M. ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1N. ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1O. ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
2. RATIFICATION OF THE AUDIT COMMITTEE'S Mgmt For For
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
PNC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2012.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933500705
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 11-Oct-2011
Ticker: PG
ISIN: US7427181091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ANGELA F. BRALY Mgmt For For
1B ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1C ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN Mgmt For For
DESMOND-HELLMANN
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD Mgmt For For
1F ELECTION OF DIRECTOR: W. JAMES MCNERNEY, Mgmt For For
JR.
1G ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Mgmt For For
1H ELECTION OF DIRECTOR: MARGARET C. WHITMAN Mgmt For For
1I ELECTION OF DIRECTOR: MARY AGNES Mgmt For For
WILDEROTTER
1J ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1K ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 65
OF PROXY STATEMENT)
03 ADVISORY VOTE TO APPROVE THE COMPANY'S SAY Mgmt For For
ON PAY VOTE (PAGES 65-66 OF PROXY
STATEMENT)
04 ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF Mgmt 1 Year For
THE SAY ON PAY VOTE (PAGES 66-67 OF PROXY
STATEMENT)
05 AMEND THE COMPANY'S AMENDED ARTICLES OF Mgmt For For
INCORPORATION (PAGE 67 OF PROXY STATEMENT)
06 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shr Against For
(PAGE 68 OF PROXY STATEMENT)
07 SHAREHOLDER PROPOSAL #2 - ANIMAL TESTING Shr Against For
(PAGES 69-70 OF PROXY STATEMENT)
08 SHAREHOLDER PROPOSAL #3 - ELECTIONEERING Shr Against For
CONTRIBUTIONS (PAGES 70-72 OF PROXY
STATEMENT)
--------------------------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda Number: 933605860
--------------------------------------------------------------------------------------------------------------------------
Security: 842587107
Meeting Type: Annual
Meeting Date: 23-May-2012
Ticker: SO
ISIN: US8425871071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: J.P. BARANCO Mgmt For For
1B. ELECTION OF DIRECTOR: J.A. BOSCIA Mgmt For For
1C. ELECTION OF DIRECTOR: H.A. CLARK III Mgmt For For
1D. ELECTION OF DIRECTOR: T.A. FANNING Mgmt For For
1E. ELECTION OF DIRECTOR: H.W. HABERMEYER, JR. Mgmt For For
1F. ELECTION OF DIRECTOR: V.M. HAGEN Mgmt For For
1G. ELECTION OF DIRECTOR: W.A. HOOD, JR. Mgmt For For
1H. ELECTION OF DIRECTOR: D.M. JAMES Mgmt For For
1I. ELECTION OF DIRECTOR: D.E. KLEIN Mgmt For For
1J. ELECTION OF DIRECTOR: W.G. SMITH, JR. Mgmt For For
1K. ELECTION OF DIRECTOR: S.R. SPECKER Mgmt For For
1L. ELECTION OF DIRECTOR: L.D. THOMPSON Mgmt For For
1M. ELECTION OF DIRECTOR: E.J. WOOD III Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICERS' COMPENSATION
4. STOCKHOLDER PROPOSAL ON COAL COMBUSTION Shr Against For
BYPRODUCTS ENVIRONMENTAL REPORT
5. STOCKHOLDER PROPOSAL ON LOBBYING Shr Against For
CONTRIBUTIONS AND EXPENDITURES REPORT
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 933546434
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 13-Mar-2012
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1C ELECTION OF DIRECTOR: JUDITH L. ESTRIN Mgmt Against Against
1D ELECTION OF DIRECTOR: ROBERT A. IGER Mgmt For For
1E ELECTION OF DIRECTOR: FRED H. LANGHAMMER Mgmt For For
1F ELECTION OF DIRECTOR: AYLWIN B. LEWIS Mgmt Against Against
1G ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1H ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt Against Against
1I ELECTION OF DIRECTOR: SHERYL K. SANDBERG Mgmt Against Against
1J ELECTION OF DIRECTOR: ORIN C. SMITH Mgmt For For
02 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
REGISTERED PUBLIC ACCOUNTANTS FOR 2012.
03 TO APPROVE AN AMENDMENT TO THE 2011 STOCK Mgmt For For
INCENTIVE PLAN.
04 TO APPROVE THE ADVISORY RESOLUTION ON Mgmt Against Against
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE Agenda Number: 703702224
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 11-May-2012
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 951647 DUE TO ADDITION OF
RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AN D
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card dir ectly
to the sub custodian. Please contact your
Client Service Representative to obtain the
necessary card, account details and
directions. The following ap plies to
Non-Resident Shareowners: Proxy Cards:
Voting instructions will be fo rwarded to
the Global Custodians that have become
Registered Intermediaries, o n the Vote
Deadline Date. In capacity as Registered
Intermediary, the Global C ustodian will
sign the Proxy Card and forward to the
local custodian. If you a re unsure whether
your Global Custodian acts as Registered
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AN D
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY CLIC
KING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/ 0404/201204041201206.pdf
O.1 Approval of the corporate financial Mgmt For For
statements of the Company
O.2 Approval of the consolidated financial Mgmt For For
statements
O.3 Allocation of income and setting the Mgmt For For
dividend
O.4 Authorization granted to the Board of Mgmt For For
Directors to trade Company's shares
O.5 Renewal of term of Mr. Christophe de Mgmt Against Against
Margerie as Board member
O.6 Renewal of term of Mr. Patrick Artus as Mgmt For For
Board member
O.7 Renewal of term of Mr. Bertrand Collomb as Mgmt For For
Board member
O.8 Renewal of term of Mrs. Anne Lauvergeon as Mgmt For For
Board member
O.9 Renewal of term of Mr. Michel Pebereau as Mgmt Against Against
Board member
O.10 Ratification of the appointment of Mr. Mgmt For For
Gerard Lamarche as Board member, in sub
stitution of Mr. Thierry de Rudder, who
resigned
O.11 Appointment of Mrs. Anne-Marie Idrac as Mgmt For For
Board member
O.12 Commitments pursuant to Article L.225-42-1 Mgmt Against Against
of the Commercial Code
E.13 Delegation of authority granted to the Mgmt For For
Board of Directors to increase capital
while maintaining shareholders'
preferential subscription rights either by
iss uing common shares and/or any
securities providing access to the capital
of th e Company, or by incorporation of
premiums, reserves, profits or otherwise
E.14 Delegation of authority granted to the Mgmt For For
Board of Directors to increase capital by
issuing common shares or any securities
providing access to capital with ca
ncellation of preferential subscription
rights
E.15 Delegation of authority granted to the Mgmt For For
Board of Directors to increase the numb er
of issuable securities in case of capital
increase with cancellation of sha
reholders' preferential subscription rights
E.16 Delegation of powers granted to the Board Mgmt For For
of Directors to increase capital by issuing
common shares or any securities providing
access to capital, in consid eration for
in-kind contributions granted to the
Company
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to increase capital
under the conditions provided in Articles
L.3332-18 et seq. of the Code of Lab or
E.18 Delegation of powers granted to the Board Mgmt For For
of Directors to carry out capital in
creases reserved for categories of
beneficiaries as part of a transaction rese
rved for employees with cancellation of
preferential subscription rights
E.19 Authorization granted to the Board of Mgmt For For
Directors to reduce capital by cancellat
ion of shares
A. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Resolution present ed
pursuant to Articles L.2323-67 and
R/2323-14 of the Code of Labor: Remunera
tion of executive corporate officers.
(Non-approved by the Board of Directors)
B. PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Resolution present ed
pursuant to Articles L.2323-67 and
R/2323-14 of the Code of Labor: Increase d
dividend for shareholders of registered
shares for at least 2 years. (Non-ap proved
by the Board of Directors.)
--------------------------------------------------------------------------------------------------------------------------
UBS AG, ZUERICH UND BASEL Agenda Number: 703690594
--------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: AGM
Meeting Date: 03-May-2012
Ticker:
ISIN: CH0024899483
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 935500,
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 Approval of annual report, group and parent Mgmt No vote
bank accounts
1.2 Advisory vote on the compensation report Mgmt No vote
2011
2 Appropriation of retained earnings and Mgmt No vote
distribution
3 Discharge of the members of the board of Mgmt No vote
directors and the group executive board for
the financial year 2011
4.1.1 Re-election of members of the board of Mgmt No vote
directors: Mr Michel Demare
4.1.2 Re-election of members of the board of Mgmt No vote
directors: Mr David Sidwell
4.1.3 Re-election of members of the board of Mgmt No vote
directors: Mr Rainer Marc Frey
4.1.4 Re-election of members of the board of Mgmt No vote
directors: Mrs Ann F. Godbehere
4.1.5 Re-election of members of the board of Mgmt No vote
directors: Mr Axel P. Lehmann
4.1.6 Re-election of members of the board of Mgmt No vote
directors: Mr Wolfgang Mayrhuber
4.1.7 Re-election of members of the board of Mgmt No vote
directors: Mr Helmut Panke
4.1.8 Re-election of members of the board of Mgmt No vote
directors: Mr William G. Parrett
4.1.9 Re-election of members of the board of Mgmt No vote
directors: Mr Joseph Yam
4.2.1 Election of new candidates for the board of Mgmt No vote
directors: Mrs Isabelle Romy
4.2.2 Election of new candidates for the board of Mgmt No vote
directors: Mrs Beatrice Weder di Mauro
4.2.3 Election of new candidates for the board of Mgmt No vote
directors: Mr Axel A. Weber
4.3 Re-election of the auditors Ernst and Young Mgmt No vote
Ltd., Basel
4.4 Re-election of the special auditors BDO AG, Mgmt No vote
Zurich
5 Increase of conditional capital and Mgmt No vote
approval of amended article 4A para. 1 of
the articles of association
6.1 Amendments of the articles of association: Mgmt No vote
deletion of Article 37 of the articles of
association
6.2 Amendments of the articles of association: Mgmt No vote
deletion of Article 38 of the articles of
association
7 Ad hoc Mgmt No vote
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN TEXT OF RESOLUTION 4.4. 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.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda Number: 703263309
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: EGM
Meeting Date: 16-Sep-2011
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY Non-Voting
WHEN THERE IS A RECORD DATE ASSOCIATED WITH
THIS MEETING. THANK YOU
1 Authorisation of the Board of Directors to Mgmt For For
purchase 6% cumulative preference shares
and 7% cumulative preference shares (and
depositary receipts thereof) in the share
capital of Unilever N.V.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda Number: 703328181
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 20-Oct-2011
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY Non-Voting
WHEN THERE IS A RECORD DATE
ASSOCIATED WITH THIS MEETING. THANK YOU
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
1 Opening and communication Non-Voting
2 Report on the financial accounts for the Non-Voting
period 1/7/2010-30/6/2011
3 As a consequence of the periodic rotation Non-Voting
of office Mr. A.A. Olijslager will step
down as per the date of the first meeting
of the board of the administration office
to be held in 2012. Consequently a vacancy
will arise in the board. The board intends
to fill this vacancy by re-appointing Mr.
Olijslager. In accordance with article 5.4
of its articles of association, the
administration office wishes to inform the
holders of depositary receipts issued by
the administration office of the occurrence
of this vacancy in the board
4 Questions Non-Voting
5 Closing Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION NUMBER 3.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV, ROTTERDAM Agenda Number: 703673966
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 09-May-2012
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive report of management board Non-Voting
2 Approve financial statements and allocation Mgmt For For
of income
3 Approve discharge of management board Mgmt For For
4 Approve discharge of supervisory board Mgmt For For
5 Reelect P.G.J.M. Polman as CEO to board of Mgmt For For
directors
6 Reelect R.J.M.S. Huet as CFO to board of Mgmt For For
directors
7 Reelect L.O. Fresco to board of directors Mgmt For For
8 Reelect A.M. Fudge to board of directors Mgmt For For
9 Reelect C.E. Golden to board of directors Mgmt For For
10 Reelect B.E. Grote to board of directors Mgmt For For
11 Reelect S.B. Mittal to board of directors Mgmt For For
12 Reelect H. Nyasulu to board of directors Mgmt For For
13 Reelect M. Rifkind to board of directors Mgmt For For
14 Reelect K.J. Storm to board of directors Mgmt For For
15 Reelect M. Treschow to board of directors Mgmt For For
16 Reelect P.S. Walsh to board of directors Mgmt For For
17 Amend articles of association Mgmt For For
18 Authorize repurchase of up to 10 percent of Mgmt For For
issued share capital
19 Approve authorization to cancel ordinary Mgmt For For
shares
20 Grant board authority to issue shares up to Mgmt For For
10 percent of issued capital plus
additional 10 percent in case of takeover
merger and restricting/excluding
preemptive rights
21 Ratify PricewaterhouseCoopers as auditors Mgmt For For
22 Allow questions and close meeting Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF THE RESOLUTION
11. 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.
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933584294
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 10-May-2012
Ticker: UNP
ISIN: US9078181081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: A.H. CARD, JR. Mgmt For For
1B. ELECTION OF DIRECTOR: E.B. DAVIS, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: T.J. DONOHUE Mgmt For For
1D. ELECTION OF DIRECTOR: A.W. DUNHAM Mgmt For For
1E. ELECTION OF DIRECTOR: J.R. HOPE Mgmt For For
1F. ELECTION OF DIRECTOR: C.C. KRULAK Mgmt For For
1G. ELECTION OF DIRECTOR: M.R. MCCARTHY Mgmt For For
1H. ELECTION OF DIRECTOR: M.W. MCCONNELL Mgmt For For
1I. ELECTION OF DIRECTOR: T.F. MCLARTY III Mgmt For For
1J. ELECTION OF DIRECTOR: S.R. ROGEL Mgmt For For
1K. ELECTION OF DIRECTOR: J.H. VILLARREAL Mgmt For For
1L. ELECTION OF DIRECTOR: J.R. YOUNG Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. AN ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
("SAY ON PAY").
4. SHAREHOLDER PROPOSAL REGARDING LOBBYING Shr Against For
ACTIVITIES IF PROPERLY PRESENTED AT THE
ANNUAL MEETING.
5. SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shr For Against
STOCK OWNERSHIP IF PROPERLY PRESENTED AT
THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 933608967
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 04-Jun-2012
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WILLIAM C. BALLARD, Mgmt For For
JR.
1B. ELECTION OF DIRECTOR: RICHARD T. BURKE Mgmt For For
1C. ELECTION OF DIRECTOR: ROBERT J. DARRETTA Mgmt For For
1D. ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY Mgmt For For
1E. ELECTION OF DIRECTOR: MICHELE J. HOOPER Mgmt For For
1F. ELECTION OF DIRECTOR: RODGER A. LAWSON Mgmt For For
1G. ELECTION OF DIRECTOR: DOUGLAS W. Mgmt For For
LEATHERDALE
1H. ELECTION OF DIRECTOR: GLENN M. RENWICK Mgmt For For
1I. ELECTION OF DIRECTOR: KENNETH I. SHINE, Mgmt For For
M.D.
1J. ELECTION OF DIRECTOR: GAIL R. WILENSKY, Mgmt For For
PH.D.
2. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2012.
4. CONSIDERATION OF THE SHAREHOLDER PROPOSAL Shr Against For
SET FORTH IN THE PROXY STATEMENT, IF
PROPERLY PRESENTED AT THE 2012 ANNUAL
MEETING OF SHAREHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
VARIAN MEDICAL SYSTEMS, INC. Agenda Number: 933537815
--------------------------------------------------------------------------------------------------------------------------
Security: 92220P105
Meeting Type: Annual
Meeting Date: 09-Feb-2012
Ticker: VAR
ISIN: US92220P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TIMOTHY E. GUERTIN Mgmt For For
DAVID J. ILLINGWORTH Mgmt For For
R. NAUMANN-ETIENNE Mgmt For For
02 TO APPROVE THE COMPENSATION OF THE VARIAN Mgmt For For
MEDICAL SYSTEMS, INC. NAMED EXECUTIVE
OFFICERS AS DESCRIBED IN THE PROXY
STATEMENT.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE VARIAN MEDICAL SYSTEMS, INC. 2005
OMNIBUS STOCK PLAN.
04 TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS VARIAN
MEDICAL SYSTEMS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2012.
--------------------------------------------------------------------------------------------------------------------------
VIVENDI, PARIS Agenda Number: 703638277
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: OGM
Meeting Date: 19-Apr-2012
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/0305/201203051200705.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
012/0328/201203281201141.pdf
1 Approval of the reports and annual Mgmt For For
corporate financial statements for the
financial year 2011
2 Approval of the reports and consolidated Mgmt For For
financial statements for the
financial year 2011
3 Approval of the special report of the Mgmt For For
Statutory Auditors on the regulated
agreements and commitments
4 Allocation of income for the financial year Mgmt For For
2011, setting the dividend and the
payment date
5 Renewal of term of Mr. Jean-Rene Fourtou as Mgmt For For
Supervisory Board member
6 Renewal of term of Mr. Philippe Donnet as Mgmt For For
Supervisory Board member
7 Renewal of term of the company Ernst et Mgmt For For
Young et Autres as principal
Statutory Auditor
8 Renewal of term of the company Auditex as Mgmt For For
deputy Statutory Auditor
9 Authorization to be granted to the Mgmt For For
Executive Board to allow the Company to
purchase its own shares
10 Powers to carry out all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINK. 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.
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 703181797
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 26-Jul-2011
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Company's accounts and Mgmt For For
reports of the directors and the
auditor for the year ended 31 March 2011
2 To elect Gerard Kleisterlee as a director Mgmt For For
3 To re-elect John Buchanan as a director Mgmt For For
4 To re-elect Vittorio Colao as a director Mgmt For For
5 To re-elect Michel Combes as a director Mgmt For For
6 To re-elect Andy Halford as a director Mgmt For For
7 To re-elect Stephen Pusey as a director Mgmt For For
8 To elect Renee James as a director Mgmt For For
9 To re-elect Alan Jebson as a director Mgmt For For
10 To re-elect Samuel Jonah as a director Mgmt For For
11 To re-elect Nick Land as a director Mgmt For For
12 To re-elect Anne Lauvergeon as a director Mgmt For For
13 To re-elect Luc Vandevelde as a director Mgmt For For
14 To re-elect Anthony Watson as a director Mgmt For For
15 To re-elect Philip Yea as a director Mgmt For For
16 To approve a final dividend of 6.05p per Mgmt For For
ordinary share
17 To approve the Remuneration Report of the Mgmt For For
Board for the year ended 31 March 2011
18 To re-appoint Deloitte LLP as auditor Mgmt For For
19 To authorise the Audit Committee to Mgmt For For
determine the remuneration of the auditor
20 To authorise the directors to allot shares Mgmt For For
21 To authorise the directors to dis-apply Mgmt For For
pre-emption rights
22 To authorise the Company to purchase its Mgmt For For
own shares (section 701. Companies Act
2006)
23 To authorise the calling of a general Mgmt For For
meeting other than an Annual General
Meeting on not less than 14 clear days'
notice
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933560369
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 24-Apr-2012
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Mgmt For For
1C) ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Mgmt For For
1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Mgmt For For
1F) ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, Mgmt For For
JR.
1G) ELECTION OF DIRECTOR: DONALD M. JAMES Mgmt For For
1H) ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1I) ELECTION OF DIRECTOR: NICHOLAS G. MOORE Mgmt For For
1J) ELECTION OF DIRECTOR: FEDERICO F. PENA Mgmt For For
1K) ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Mgmt Against Against
1L) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1M) ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1N) ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1O) ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
2. PROPOSAL TO APPROVE AN ADVISORY RESOLUTION Mgmt For For
TO APPROVE THE NAMED EXECUTIVES'
COMPENSATION.
3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR 2012.
4. STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr For Against
OF A POLICY TO REQUIRE AN INDEPENDENT
CHAIRMAN.
5. STOCKHOLDER PROPOSAL TO PROVIDE FOR Shr Against For
CUMULATIVE VOTING IN CONTESTED DIRECTOR
ELECTIONS.
6. STOCKHOLDER PROPOSAL TO AMEND THE COMPANY'S Shr For Against
BY-LAWS TO ALLOW STOCKHOLDERS TO NOMINATE
DIRECTOR CANDIDATES FOR INCLUSION IN THE
COMPANY'S PROXY MATERIALS.
7. STOCKHOLDER PROPOSAL REGARDING AN Shr Against For
INVESTIGATION AND REPORT ON INTERNAL
CONTROLS FOR MORTGAGE SERVICING OPERATIONS.
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Managed Diversified Equity Income Fund
By (Signature) /s/ Walter A. Row, III
Name Walter A. Row, III
Title President
Date 08/07/2012