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: 07/01/2012 - 06/30/2013
Eaton Vance Tax-Managed Diversified Equity Income Fund
--------------------------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH Agenda Number: 704363605
--------------------------------------------------------------------------------------------------------------------------
Security: H0010V101
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: CH0012221716
--------------------------------------------------------------------------------------------------------------------------
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 153198,
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.
2.1 Approval of the annual report, the Mgmt For For
consolidated financial statements, and the
annual financial statements for 2012
2.2 Consultative vote on the 2012 remuneration Mgmt For For
report
3 Discharge of the board of directors and the Mgmt For For
persons entrusted with management
4 Appropriation of available earnings and Mgmt For For
distribution of capital contribution
reserve
5 Renewal of authorized share capital Mgmt For For
6.1 Re-election to the board of directors: Mgmt For For
Roger Agnelli
6.2 Re-election to the board of directors: Mgmt For For
Louis R. Hughes
6.3 Re-election to the board of directors: Hans Mgmt For For
Ulrich Maerki
6.4 Re-election to the board of directors: Mgmt For For
Michel De Rosen
6.5 Re-election to the board of directors: Mgmt For For
Michael Treschow
6.6 Re-election to the board of directors: Mgmt For For
Jacob Wallenberg
6.7 Re-election to the board of directors: Ying Mgmt For For
Yeh
6.8 Re-election to the board of directors: Mgmt For For
Hubertus Von Gruenberg
7 Re-election of the auditors / Ernst and Mgmt For For
Young AG
8 Ad hoc Mgmt Abstain For
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ABBOTT LABORATORIES Agenda Number: 933743672
--------------------------------------------------------------------------------------------------------------------------
Security: 002824100
Meeting Type: Annual
Meeting Date: 26-Apr-2013
Ticker: ABT
ISIN: US0028241000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
S.E. BLOUNT Mgmt For For
W.J. FARRELL Mgmt For For
E.M. LIDDY Mgmt For For
N. MCKINSTRY Mgmt For For
P.N. NOVAKOVIC Mgmt For For
W.A. OSBORN Mgmt For For
S.C. SCOTT III Mgmt For For
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
AUDITORS
3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED Shr Against For
INGREDIENTS
5. SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE Shr Against For
6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD Shr Against For
CHAIR
7. SHAREHOLDER PROPOSAL - EQUITY RETENTION AND Shr For Against
HEDGING
8. SHAREHOLDER PROPOSAL - INCENTIVE Shr For Against
COMPENSATION
9. SHAREHOLDER PROPOSAL - ACCELERATED VESTING Shr For Against
OF AWARDS UPON CHANGE IN CONTROL
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 933722945
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 06-Feb-2013
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ACCEPTANCE, IN A NON-BINDING VOTE, OF THE Mgmt For For
FINANCIAL STATEMENTS FOR THE TWELVE MONTH
PERIOD ENDED AUGUST 31, 2012 AS PRESENTED
2A. RE-APPOINTMENT OF THE DIRECTOR: WILLIAM L. Mgmt For For
KIMSEY
2B. RE-APPOINTMENT OF THE DIRECTOR: ROBERT I. Mgmt For For
LIPP
2C. RE-APPOINTMENT OF THE DIRECTOR: PIERRE Mgmt For For
NANTERME
2D. RE-APPOINTMENT OF THE DIRECTOR: GILLES C. Mgmt For For
PELISSON
2E. RE-APPOINTMENT OF THE DIRECTOR: WULF VON Mgmt For For
SCHIMMELMANN
3. RATIFICATION, IN A NON-BINDING VOTE, OF Mgmt For For
APPOINTMENT OF KPMG AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
2013 FISCAL YEAR AND AUTHORIZATION, IN A
BINDING VOTE, OF THE BOARD, ACTING THROUGH
THE AUDIT COMMITTEE, TO DETERMINE KPMG'S
REMUNERATION
4. APPROVAL, IN A NON-BINDING VOTE, OF THE Mgmt For For
COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
5. APPROVAL OF AN AMENDMENT TO THE ACCENTURE Mgmt For For
PLC 2010 SHARE INCENTIVE PLAN
6. AUTHORIZATION TO HOLD THE 2014 ANNUAL Mgmt For For
GENERAL MEETING OF SHAREHOLDERS OF
ACCENTURE PLC AT A LOCATION OUTSIDE OF
IRELAND
7. AUTHORIZATION OF ACCENTURE TO MAKE Mgmt For For
OPEN-MARKET PURCHASES OF ACCENTURE PLC
CLASS A ORDINARY SHARES
8. DETERMINATION OF THE PRICE RANGE AT WHICH Mgmt For For
ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT
ACQUIRES AS TREASURY STOCK
9. SHAREHOLDER PROPOSAL: REPORT ON LOBBYING Shr Against For
PRACTICES
--------------------------------------------------------------------------------------------------------------------------
ACE LIMITED Agenda Number: 933802022
--------------------------------------------------------------------------------------------------------------------------
Security: H0023R105
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: ACE
ISIN: CH0044328745
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF ROBERT M. HERNANDEZ Mgmt For For
1.2 ELECTION OF PETER MENIKOFF Mgmt For For
1.3 ELECTION OF ROBERT RIPP Mgmt For For
1.4 ELECTION OF THEODORE E. SHASTA Mgmt For For
2. AMENDMENT TO THE ARTICLES OF ASSOCIATION TO Mgmt For For
DECLASSIFY THE BOARD OF DIRECTORS
3.1 APPROVAL OF THE ANNUAL REPORT Mgmt For For
3.2 APPROVAL OF THE STATUTORY FINANCIAL Mgmt For For
STATEMENTS OF ACE LIMITED
3.3 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS
4. ALLOCATION OF DISPOSABLE PROFIT Mgmt For For
5. DISCHARGE OF THE BOARD OF DIRECTORS Mgmt For For
6.1 ELECTION OF PRICEWATERHOUSECOOPERS AG Mgmt For For
(ZURICH) AS OUR STATUTORY AUDITOR UNTIL OUR
NEXT ANNUAL ORDINARY GENERAL MEETING
6.2 RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP (UNITED STATES)
FOR PURPOSES OF UNITED STATES SECURITIES
LAW REPORTING FOR THE YEAR ENDING DECEMBER
31, 2013
6.3 ELECTION OF BDO AG (ZURICH) AS SPECIAL Mgmt For For
AUDITING FIRM UNTIL OUR NEXT ANNUAL
ORDINARY GENERAL MEETING
7. APPROVAL OF ACE LIMITED 2004 LONG-TERM Mgmt For For
INCENTIVE PLAN AS AMENDED THROUGH THE SIXTH
AMENDMENT
8. APPROVAL OF THE PAYMENT OF A DISTRIBUTION Mgmt For For
TO SHAREHOLDERS THROUGH REDUCTION OF THE
PAR VALUE OF OUR SHARES, SUCH PAYMENT TO BE
MADE IN FOUR QUARTERLY INSTALLMENTS AT SUCH
TIMES DURING THE PERIOD THROUGH OUR NEXT
ANNUAL GENERAL MEETING AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS
9. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
ADIDAS AG, HERZOGENAURACH Agenda Number: 704430824
--------------------------------------------------------------------------------------------------------------------------
Security: D0066B185
Meeting Type: AGM
Meeting Date: 08-May-2013
Ticker:
ISIN: DE000A1EWWW0
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 23 Non-Voting
APR 2013. 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 financial statements Non-Voting
and annual report for the 2012 financial
year with the report of the Supervisory
Board, the group financial statements and
group annual report for the 2011 and 2012
financial year as well as the report by the
Board of MDs pursuant to Sections 289(4)
and 315(4) of the German Commercial Code
2. Resolution on the appropriation of the Mgmt No vote
distributable profit of EUR 606,494,956.33
as follows: Payment of a dividend of EUR
1.35 per no-par share EUR 324,053,105.23
shall be carried forward Ex-dividend and
payable date: May 9, 2013
3. Ratification of the acts of the Board of Mgmt No vote
MDs
4. Ratification of the acts of the Supervisory Mgmt No vote
Board
5. Approval of a) the amendments to the Mgmt No vote
existing Control and profit transfer
agreement with the company s subsidiary
adidas Insurance + Risk Consultants GmbH b)
the amendments to the existing Control and
profit transfer agreement with the company
s subsidiary adidas
Beteiligungsgesellschaft mbH
6. Resolution on the revocation of the Mgmt No vote
existing authorized capital, the creation
of new authorized capital, and the
corresponding amendment to the articles of
association The authorization given by the
2009 AGM to in-crease the share capital by
up to EUR 50,000,000 shall be revoked. The
Board of MDs shall be authorized, with the
consent of the Supervisory Board, to
increase the share capital by up to EUR
50,000,000 through the issue of new shares
against contributions in cash, for a period
of five years, effective from the
registration of this authorization in the
commercial register (authorized capital
2013/I). Shareholders subscription rights
may be excluded for residual amounts
7. Resolution on the revocation of the Mgmt No vote
existing authorized capital, the creation
of new authorized capital, and the
corresponding amendment to the articles of
association The authorization given by the
2011 AGM to in-crease the share capital by
up to EUR 25,000,000 shall be revoked. The
Board of MDs shall be authorized, with the
consent of the Supervisory Board, to
increase the share capital by up to EUR
25,000,000 through the issue of new shares
against contributions in kind, for a period
of three years, effective from the
registration of this authorization in the
commercial register (authorized capital
2013/II). Shareholders subscription rights
may be excluded
8. Resolution on the revocation of the Mgmt No vote
existing authorized capital, the creation
of new authorized capital, and the
corresponding amendment to the articles of
association The authorization given by the
2010 AGM to in-crease the share capital by
up to EUR 20,000,000 shall be revoked. The
Board of MDs shall be authorized, with the
consent of the Supervisory Board, to
increase the share capital by up to EUR
20,000,000 through the issue of new shares
against contributions in cash, for a period
of five years, effective from the
registration of this authorization in the
commercial register (authorized capital
2013/I). Shareholders shall be granted
subscription rights except for residual
amounts and for a capital increase of up to
10 percent of the share capital if the
shares are issued at a price not materially
below their market price
9.a Appointment of auditors: Audit of the Mgmt No vote
financial statements for the 2013 financial
year: KPMG AG, Berlin
9.b Appointment of auditors: Review of the Mgmt No vote
interim financial statements for the first
half of the 2013 financial year: KPMG AG,
Berlin
--------------------------------------------------------------------------------------------------------------------------
AFLAC INCORPORATED Agenda Number: 933751833
--------------------------------------------------------------------------------------------------------------------------
Security: 001055102
Meeting Type: Annual
Meeting Date: 06-May-2013
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: W. PAUL BOWERS Mgmt For For
1E. ELECTION OF DIRECTOR: KRISS CLONINGER III Mgmt For For
1F. ELECTION OF DIRECTOR: ELIZABETH J. HUDSON Mgmt For For
1G. ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT B. JOHNSON Mgmt For For
1I. ELECTION OF DIRECTOR: CHARLES B. KNAPP Mgmt For For
1J. ELECTION OF DIRECTOR: E. STEPHEN PURDOM, Mgmt For For
M.D.
1K. ELECTION OF DIRECTOR: BARBARA K. RIMER, Mgmt For For
DRPH
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 For For
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 OFFICERS,
PURSUANT TO THE COMPENSATION DISCLOSURE
RULES OF THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING AS DISCLOSED IN THE
COMPENSATION DISCUSSION AND ANALYSIS,
EXECUTIVE COMPENSATION TABLES AND
ACCOMPANYING NARRATIVE DISCUSSION IN THE
PROXY STATEMENT"
3. TO CONSIDER AND ACT UPON THE RATIFICATION Mgmt For For
OF THE APPOINTMENT OF KPMG LLP AS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2013
--------------------------------------------------------------------------------------------------------------------------
ALLERGAN, INC. Agenda Number: 933747618
--------------------------------------------------------------------------------------------------------------------------
Security: 018490102
Meeting Type: Annual
Meeting Date: 30-Apr-2013
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: MICHAEL R. GALLAGHER Mgmt For For
1C ELECTION OF DIRECTOR: DEBORAH DUNSIRE, M.D. Mgmt For For
1D ELECTION OF DIRECTOR: DAWN HUDSON Mgmt For For
1E ELECTION OF DIRECTOR: TREVOR M. JONES, Mgmt For For
PH.D.
1F ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR. Mgmt For For
1G ELECTION OF DIRECTOR: PETER J. MCDONNELL, Mgmt For For
M.D.
1H ELECTION OF DIRECTOR: TIMOTHY D. PROCTOR Mgmt For For
1I ELECTION OF DIRECTOR: RUSSELL T. RAY Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
3 ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For
NAMED EXECUTIVE OFFICERS
4 APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
5.1 STOCKHOLDER PROPOSAL #1 - RIGHT TO ACT BY Shr For Against
WRITTEN CONSENT
5.2 STOCKHOLDER PROPOSAL #2 - DISCLOSURE OF Shr Against For
LOBBYING PRACTICES
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN Agenda Number: 704355076
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 07-May-2013
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information. Please also note the
following link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_160726.PDF
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 22 Non-Voting
APR 2013. 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 Annual Non-Voting
Financial Statements and the approved
Consolidated Financial Statements as of
December 31, 2012, and of the Management
Reports for Allianz SE and for the Group,
the Explanatory Reports on the information
pursuant to Section 289(4), 315(4) and
Section 289 (5) of the German Commercial
Code (HGB), as well as the Report of the
Supervisory Board for fiscal year 2012
2. Appropriation of net earnings Mgmt No vote
3. Approval of the actions of the members of Mgmt No vote
the Management Board
4. Approval of actions of the members of the Mgmt No vote
Supervisory Board
5. By-election to the Supervisory Board Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
ALPHA NATURAL RESOURCES, INC. Agenda Number: 933780733
--------------------------------------------------------------------------------------------------------------------------
Security: 02076X102
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: ANR
ISIN: US02076X1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: KEVIN S. CRUTCHFIELD Mgmt For For
1.2 ELECTION OF DIRECTOR: ANGELO C. Mgmt For For
BRISIMITZAKIS
1.3 ELECTION OF DIRECTOR: WILLIAM J. CROWLEY, Mgmt For For
JR.
1.4 ELECTION OF DIRECTOR: E. LINN DRAPER, JR. Mgmt For For
1.5 ELECTION OF DIRECTOR: GLENN A. EISENBERG Mgmt For For
1.6 ELECTION OF DIRECTOR: DEBORAH M. FRETZ Mgmt For For
1.7 ELECTION OF DIRECTOR: P. MICHAEL GIFTOS Mgmt For For
1.8 ELECTION OF DIRECTOR: L. PATRICK HASSEY Mgmt For For
1.9 ELECTION OF DIRECTOR: JOEL RICHARDS, III Mgmt For For
2. APPROVAL OF THE AMENDED AND RESTATED ANNUAL Mgmt For For
INCENTIVE BONUS PLAN.
3. APPROVAL OF THE AMENDED AND RESTATED 2012 Mgmt For For
LONG-TERM INCENTIVE PLAN.
4. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
5. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM, KPMG LLP.
6. A STOCKHOLDER PROPOSAL SEEKING A WATER Shr Against For
MANAGEMENT REPORT.
7. A STOCKHOLDER PROPOSAL SEEKING A CLIMATE Shr Against For
CHANGE REPORT.
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 933782612
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 23-May-2013
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: ALAIN MONIE Mgmt For For
1G. ELECTION OF DIRECTOR: JONATHAN J. Mgmt For For
RUBINSTEIN
1H. ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1I. 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. SHAREHOLDER PROPOSAL REGARDING A REPORT Shr Against For
CONCERNING CORPORATE POLITICAL
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC. Agenda Number: 933745107
--------------------------------------------------------------------------------------------------------------------------
Security: 025537101
Meeting Type: Annual
Meeting Date: 23-Apr-2013
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: RALPH D. CROSBY, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: LINDA A. GOODSPEED Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS E. HOAGLIN Mgmt For For
1F. ELECTION OF DIRECTOR: SANDRA BEACH LIN 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: STEPHEN S. RASMUSSEN Mgmt For For
1K. ELECTION OF DIRECTOR: OLIVER G. RICHARD, Mgmt For For
III
1L. ELECTION OF DIRECTOR: RICHARD L. SANDOR Mgmt For For
1M. ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER Mgmt For For
1N. ELECTION OF DIRECTOR: JOHN F. TURNER 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 THE
FISCAL YEAR ENDING DECEMBER 31, 2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
4. SHAREHOLDER PROPOSAL FOR LOBBYING Shr Against For
DISCLOSURE REPORT.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 933746402
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 29-Apr-2013
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
A. LAUVERGEON Mgmt For For
T.J. LEONSIS Mgmt For For
R.C. LEVIN Mgmt For For
R.A. MCGINN Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
D.L. VASELLA 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 2013.
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL RELATING TO SEPARATION Shr Against For
OF CHAIRMAN AND CEO ROLES.
--------------------------------------------------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION Agenda Number: 933764715
--------------------------------------------------------------------------------------------------------------------------
Security: 032511107
Meeting Type: Annual
Meeting Date: 14-May-2013
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: ERIC D. MULLINS Mgmt For For
1J. ELECTION OF DIRECTOR: PAULA ROSPUT REYNOLDS Mgmt For For
1K. ELECTION OF DIRECTOR: R. A. WALKER Mgmt For For
2. RATIFICATION OF APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITOR.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. STOCKHOLDER PROPOSAL - REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 704375383
--------------------------------------------------------------------------------------------------------------------------
Security: B6399C107
Meeting Type: EGM
Meeting Date: 24-Apr-2013
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.1.a Issuance of 185,000 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.1.b Issuance of 185,000 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.1.c Issuance of 185,000 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.1.d Issuance of 185,000 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 185,000 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
for no consideration. Its exercise price
equals the average price of the Company
share on Euronext Brussels over the 30
calendar days preceding the issuance of the
subscription rights by the Shareholders'
Meeting. All subscription rights have a
term of five years as from their issuance
and become exercisable as follows: a first
third may be exercised from 1 January 2015
up to and including 23 April 2018, a second
third may be exercised from 1 January 2016
up to and including 23 April 2018 and the
last third may be exercised from 1 January
2017 up to and including 23 April 2018. At
the end of the exercise period, the
subscription rights that have not been
exercised automatically become null and
void
A.1.e Issuance of 185,000 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.1.f Issuance of 185,000 subscription rights and Mgmt Against Against
capital increase under the condition
precedent and to the extent of the exercise
of the subscription rights: Expressly
approving the granting of the
above-mentioned subscription rights to the
non-executive Directors of the Company
A.1.g Issuance of 185,000 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
C Powers: Granting powers to Mr. Benoit Mgmt Against Against
Loore, VP 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.11
above and any other filings and publication
formalities in relation to the above
resolutions
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 704376385
--------------------------------------------------------------------------------------------------------------------------
Security: B6399C107
Meeting Type: OGM
Meeting Date: 24-Apr-2013
Ticker:
ISIN: BE0003793107
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 177169 DUE TO CHANGE IN VOTING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
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
B.1 Management report by the board of directors Non-Voting
on the accounting year ended on 31 December
2012
B.2 Report by the statutory auditor on the Non-Voting
accounting year ended on 31 December 2012
B.3 Communication of the consolidated annual Non-Voting
accounts relating to the accounting year
ended on 31 December 2012, 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 2012, including the allocation of
the result: EUR 2,725,176,000 -On a per
share basis, this represents a gross
dividend of EUR 1.70 giving right to a
dividend net of Belgian withholding tax of
EUR 1.275 per share (in case of 25% Belgian
withholding tax) and of EUR 1.70 per share
(in case of exemption from Belgian
withholding tax)
B.5 Discharge to the Directors Mgmt For For
B.6 Discharge to the statutory auditor Mgmt For For
B.7 Appointment of Directors: Renewing the Mgmt For For
appointment as independent director of Mr.
Kees Storm, for a period of one year ending
after the shareholders' meeting which will
be asked to approve the accounts for the
year 2013
B.8 Appointment of statutory auditor and Mgmt For For
remuneration: PricewaterhouseCoopers,
"PWC", Woluwe Garden, Woluwedal 18, B-1932
Sint-Stevens-Woluwe
B.9.a Remuneration policy and remuneration report Mgmt Against Against
of the Company
B.9.b Confirming the grants of stock options and Mgmt Against Against
restricted stock units to executives
B.10 Approval of increased fixed annual fee of Mgmt For For
directors
B.11a Change of control provisions relating to Mgmt For For
the EMTN programme
B.11b Change of control provisions relating to Mgmt For For
the Senior Facilities Agreement
C Filings: Granting powers to Mr. Benoit Mgmt For For
Loore, VP 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.11 above and any other filings and
publication formalities in relation to the
above resolutions
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTIONS B.7, B.11a
AND B.11b. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933725042
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 27-Feb-2013
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM CAMPBELL Mgmt For For
TIMOTHY COOK Mgmt For For
MILLARD DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR LEVINSON Mgmt For For
RONALD SUGAR Mgmt For For
2. AMENDMENT OF APPLE'S RESTATED ARTICLES OF Mgmt For For
INCORPORATION TO (I) ELIMINATE CERTAIN
LANGUAGE RELATING TO TERM OF OFFICE OF
DIRECTORS IN ORDER TO FACILITATE THE
ADOPTION OF MAJORITY VOTING FOR ELECTION OF
DIRECTORS, (II) ELIMINATE "BLANK CHECK"
PREFERRED STOCK, (III) ESTABLISH A PAR
VALUE FOR COMPANY'S COMMON STOCK OF
$0.00001 PER SHARE AND (IV) MAKE OTHER
CHANGES.
3. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
4. A NON-BINDING ADVISORY RESOLUTION TO Mgmt Against Against
APPROVE EXECUTIVE COMPENSATION.
5. A SHAREHOLDER PROPOSAL ENTITLED "EXECUTIVES Shr For Against
TO RETAIN SIGNIFICANT STOCK."
6. A SHAREHOLDER PROPOSAL ENTITLED "BOARD Shr Against For
COMMITTEE ON HUMAN RIGHTS."
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC, LONDON Agenda Number: 704386211
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: GB0009895292
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Company's Accounts and the Mgmt For For
Reports of the Directors and Auditor for
the year ended 31 December 2012
2 To confirm the first interim dividend of Mgmt For For
USD0.90 (58.1 pence, SEK 6.26) per ordinary
share and to confirm as the final dividend
for 2012 the second interim dividend of
USD1.90 (120.5 pence, SEK 12.08) per
ordinary share
3 To reappoint KPMG Audit Plc London as Mgmt For For
Auditor
4 To authorise the Directors to agree the Mgmt For For
remuneration of the Auditor
5A To re-elect Leif Johansson as a Director Mgmt For For
5B To elect Pascal Soriot as a Director Mgmt For For
5C To re-elect Simon Lowth as a Director Mgmt For For
5D To re-elect Genevieve Berger as a Director Mgmt For For
5E To re-elect Bruce Burlington as a Director Mgmt For For
5F To re-elect Graham Chipchase as a Director Mgmt For For
5G To re-elect Jean-Philippe Courtois as a Mgmt For For
Director
5H To re-elect Rudy Markham as a Director Mgmt For For
5I To re-elect Nancy Rothwell as a Director Mgmt For For
5J To re-elect Shriti Vadera as a Director Mgmt For For
5K To re-elect John Varley as a Director Mgmt For For
5L To re-elect Marcus Wallenberg as a Director Mgmt For For
6 To approve the Directors' Remuneration Mgmt For For
Report for the year ended 31 December 2012
7 To authorise limited EU political donations Mgmt For For
8 To authorise the Directors to allot shares Mgmt For For
9 To authorise the Directors to disapply pre Mgmt For For
emption rights
10 To authorise the Company to purchase its Mgmt For For
own shares
11 To reduce the notice period for general Mgmt For For
meetings
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
REMOVAL OF RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933744016
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 26-Apr-2013
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: SCOTT T. FORD Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1H. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1I. ELECTION OF DIRECTOR: MICHAEL B. Mgmt For For
MCCALLISTER
1J. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1K. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1L. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1M. 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. APPROVE STOCK PURCHASE AND DEFERRAL PLAN. Mgmt For For
5. POLITICAL CONTRIBUTIONS REPORT. Shr Against For
6. LEAD BATTERIES REPORT. Shr Against For
7. COMPENSATION PACKAGES. Shr For Against
8. INDEPENDENT BOARD CHAIRMAN. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. Agenda Number: 933787080
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: AVB
ISIN: US0534841012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
GLYN F. AEPPEL 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, 2013.
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 APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED ARTICLES OF AMENDMENT,
AS AMENDED, TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON
STOCK, PAR VALUE $.01 PER SHARE, BY 140
MILLION SHARES.
--------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO Agenda Number: 704267322
--------------------------------------------------------------------------------------------------------------------------
Security: E11805103
Meeting Type: OGM
Meeting Date: 14-Mar-2013
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 15 MAR 2013. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Examination and approval of financial Mgmt For For
statements (balance sheet, income
statement, statement of changes in equity,
cash flow statement and notes) and
Management Reports of Banco Bilbao Vizcaya
Argentaria, SA and its consolidated group.
Implementation of the outcome. Approval of
corporate management. All for the year
ended December 31, 2011
2.1 Reappointment of D. Francisco Gonzalez Mgmt Against Against
Rodriguez as a Board of Director
2.2 Reappointment of D. Angel Cano Fernandez as Mgmt For For
a Board of Director
2.3 Reappointment of D. Ramon Bustamante y de Mgmt For For
la Mora as a Board of Director
2.4 Reappointment of D. Ignacio Ferrero Jordi Mgmt For For
as a Board of Director
3 Adoption of Common Merger of societies Mgmt For For
Banco Bilbao Vizcaya Argentaria, SA
(acquiring company) and Unnim Banc, SA,
Sole Society (acquired company). Approval
as the merger balance sheet balance Banco
Bilbao Vizcaya Argentaria, SA ended
December 31, 2012, verified by the auditor
of the Company. Approval of the merger
between Banco Bilbao Vizcaya Argentaria, SA
(acquiring company) and Unnim Banc, SA,
Sole Society (acquired company) in
accordance with the provisions of the said
common merger project approved and signed
by the boards of the companies involved.
Foster fusion of special tax regime under
Chapter VIII of Title VII of the
Consolidated Corporation Tax Law, approved
by Legislative Royal Decree 4/2004, of
March 5
4.1 Approve two capital increases against Mgmt For For
reserves in order to attend the shareholder
compensation scheme: Increased capital by
the amount determined under the terms of
the agreement, by issuing new ordinary
shares of forty nine (0.49) cents nominal
value each, without premium, in the same
class and series that are currently
outstanding, charged to reserves from
retained earnings. Express provision for
the possibility of incomplete subscription
of the capital. Delegation of powers to the
Board of Directors to fix the conditions
the increase in all matters not covered by
this General Meeting, perform the acts
required for implementation, adapt the
wording of Article 5 of the Bylaws to the
new share capital. Application to the
competent bodies, national and
international, for admission to trading of
the new shares on the Stock CONTD
CONT CONTD Exchanges of Madrid, Barcelona, Non-Voting
Bilbao and Valencia, through the Automated
Quotation System (Continuous Market) and
the Stock foreign securities that are
listed in the shares of Banco Bilbao
Vizcaya Argentaria, SA, in the manner
required by each one of them
4.2 Approve two capital increases against Mgmt For For
reserves in order to attend the shareholder
compensation scheme: Increased capital by
the amount determined under the terms of
the agreement, by issuing new ordinary
shares of forty nine (0.49) cents nominal
value each, without premium, in the same
class and series that are currently
outstanding, charged to reserves from
retained earnings. Express provision for
the possibility of incomplete subscription
of the capital. Delegation of powers to the
Board of Directors to fix the conditions
the increase in all matters not covered by
this General Meeting, perform the acts
required for implementation, adapt the
wording of Article 5 of the Bylaws to the
new share capital. Application to the
competent bodies, national and
international, for admission to trading of
the new shares on the Stock CONTD
CONT CONTD Exchanges of Madrid, Barcelona, Non-Voting
Bilbao and Valencia, through the Automated
Quotation System (Continuous Market) and
the Stock foreign securities that are
listed in the shares of Banco Bilbao
Vizcaya Argentaria, SA, in the manner
required by each one of them
5 Approve a system of variable remuneration Mgmt For For
in shares for the year 2013, for the
members of its management team, including
executive directors and members of senior
management
6 Reappointment of Banco Bilbao Vizcaya Mgmt For For
Argentaria, SA auditors and its
consolidated group for the year 2013
7 Approval of the corporate website Mgmt For For
(www.bbva.com)
8 Delegation of powers to the Board of Mgmt For For
Directors, with power of substitution, to
execute, correct, interpret and implement
the resolutions adopted by the General
Meeting
9 Report advisory vote on the remuneration Mgmt For For
policy of the Board of Directors of BBVA
CMMT THE SHAREHOLDERS HOLDING LESS THAN 500 Non-Voting
SHARES (MINIMUM AMOUNT TO ATTEND THE
MEETING) MAY GRANT A PROXY TO ANOTHER
SHAREHOLDER ENTITLED TO LEGAL ASSISTANCE OR
GROUP THEM TO REACH AT LEAST THAT NUMBER,
GIVING REPRESENTATION TO A SHAREHOLDER OF
THE GROUPED OR OTHER PERSONAL SHAREHOLDER
ENTITLED TO ATTEND THE MEETING.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT AND
MODIFICATION IN TEXT OF RES. 2.1 TO 2.4. 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.
--------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933759017
--------------------------------------------------------------------------------------------------------------------------
Security: 060505104
Meeting Type: Annual
Meeting Date: 08-May-2013
Ticker: BAC
ISIN: US0605051046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHARON L. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1C. ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1E. ELECTION OF DIRECTOR: ARNOLD W. DONALD Mgmt For For
1F. ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1G. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1H. ELECTION OF DIRECTOR: LINDA P. HUDSON Mgmt For For
1I. ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1J. ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1K. ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1L. ELECTION OF DIRECTOR: LIONEL L. NOWELL, III Mgmt For For
1M. ELECTION OF DIRECTOR: R. DAVID YOST Mgmt For For
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION (SAY ON PAY).
3. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
REGISTERED INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR 2013.
4. STOCKHOLDER PROPOSAL - REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS.
5. STOCKHOLDER PROPOSAL - PROXY ACCESS. Shr Against For
6. STOCKHOLDER PROPOSAL - MULTIPLE BOARD Shr Against For
SERVICE.
7. STOCKHOLDER PROPOSAL - POLITICAL Shr Against For
CONTRIBUTIONS.
8. STOCKHOLDER PROPOSAL - MORTGAGE SERVICING. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 704338462
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: GB0031348658
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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
2012, now laid before the meeting, be
received
2 That the Remuneration Report for the year Mgmt For For
ended 31 December 2012, now laid before the
meeting, be approved
3 That Sir David Walker be appointed a Mgmt For For
Director of the Company
4 That Tim Breedon be appointed a Director of Mgmt For For
the Company
5 That Antony Jenkins be appointed a Director Mgmt For For
of the Company
6 That Diane de Saint Victor be appointed a Mgmt For For
Director of the Company
7 That David Booth be reappointed a Director Mgmt For For
of the Company
8 That Fulvio Conti be reappointed a Director Mgmt For For
of the Company
9 That Simon Fraser be reappointed a Director Mgmt For For
of the Company
10 That Reuben Jeffery III be reappointed a Mgmt For For
Director of the Company
11 That Chris Lucas be reappointed a Director Mgmt For For
of the Company
12 That Dambisa Moyo be reappointed a Director Mgmt For For
of the Company
13 That Sir Michael Rake be reappointed a Mgmt For For
Director of the Company
14 That Sir John Sunderland be reappointed 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
AGM 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 AGM of the Company to be held
in 2014 or on 30 June 2014, whichever is
the earlier, provided that the maximum
amounts referred to in (a) and (b) may
consist of sums in any currency converted
into Sterling at such rate as the Board may
in its absolute discretion determine. For
the purposes of this resolution, the terms
'political donations', 'political
organisations' and 'political expenditure'
shall have the meanings given to them in
sections 363 to 365 of the Act
18 That, in substitution for all existing Mgmt For For
authorities but without prejudice to any
authority granted pursuant to resolution 20
(if passed), 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
1,111,721,894, 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 2,143,443,788 (such
amount to be reduced by the aggregate
nominal amount of ordinary shares allotted
or rights to subscribe for or to convert
any securities into ordinary shares in the
Company granted under paragraph (a) of this
resolution 18) in connection with an offer
by way of a rights issue: (i) to ordinary
shareholders in proportion (as nearly as
may be practicable) to their existing
holdings; and (ii) to holders of other
equity securities (as defined in section
560 of the Act) as required by the rights
of those securities, or subject to such
rights, as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or
practical problems in, or under the laws
of, any territory or any other matter, such
authorities to apply (unless previously
renewed, varied or revoked by the Company
in General Meeting) for the period expiring
at the end of the AGM of the Company to be
held in 2014 or until the close of business
on 30 June 2014, whichever is the earlier
but, in each case, so that the Company may
make offers and enter into agreements
before the authority expires which would,
or might require shares to be allotted or
rights to subscribe for or to convert any
security into shares to be granted after
the authority expires and the Directors may
allot shares or grant such rights under any
such offer or agreement as if the authority
had not expired
19 That, in substitution for all existing Mgmt For For
powers but without prejudice to any power
granted pursuant to resolution 21 (if
passed), 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
of an allotment pursuant to the authority
granted by paragraph (b) of resolution 18,
such power shall be limited to the
allotment of equity securities in
connection with an offer by way of a rights
issue only): (i) to ordinary shareholders
in proportion (as nearly as may be
practicable) to their existing holdings;
and (ii) to holders of other equity
securities (as defined in section 560 of
the Act), as required by the rights of
those securities or, subject to such
rights, as the Directors otherwise consider
necessary, and so that the Directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or
practical problems in, or under the laws
of, any territory or any other matter; and
(b) to the allotment of equity securities,
pursuant to the authority granted by
paragraph (a) of resolution 18 and/or an
allotment which constitutes an allotment of
equity securities by virtue of section
560(3) of the Act (in each case otherwise
than in the circumstances set out in
paragraph (a) of this resolution) up to a
nominal amount of GBP 160,758,284
representing no more than 5% of the issued
ordinary share capital as at 28 February
2013; compliance with that limit shall be
calculated, in the case of equity
securities which are rights to subscribe
for, or to convert securities into,
ordinary shares (as defined in section 560
of the Act) by reference to the aggregate
nominal amount of relevant shares which may
be allotted pursuant to such rights, such
power to apply (unless previously renewed,
varied or revoked by the Company in General
Meeting) until the end of the Company's
next AGM after this resolution is passed
(or, if earlier, until the close of
business on 30 June 2014) but so that the
Company may make offers and enter into
agreements before the power expires which
would, or might, require equity securities
to be allotted after the power expires and
the Directors may allot equity securities
under any such offer or agreement as if the
power had not expired
20 That, in addition to any authority granted Mgmt For For
pursuant to resolution 18 (if passed), 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 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 825,000,000 in relation to any issue
by the Company or any member of the
Barclays Group of contingent equity
conversion notes that automatically convert
into or are exchanged for ordinary shares
in the Company in prescribed circumstances
('ECNs') where the Directors consider that
such an issuance of ECNs would be desirable
in connection with, or for the purposes of,
complying with or maintaining compliance
with the regulatory capital requirements or
targets applicable to the Barclays Group
from time to time, such authority to apply
(unless previously renewed, varied or
revoked by the Company in General Meeting)
until the end of the AGM of the Company to
be held in 2014 (or, if earlier, until the
close of business on 30 June 2014) but so
that the Company may make offers and enter
into agreements before the authority
expires which would, or might require
shares to be allotted or rights to
subscribe for or to convert any security
into shares to be granted after the
authority expires and the Directors may
allot shares or grant such rights under any
such offer or agreement as if the authority
had not expired
21 That, in addition to the power granted Mgmt For For
pursuant to resolution 19 (if passed), and
subject to the passing of resolution 20,
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 20, free of
the restriction in section 561 of the Act,
such power to apply (unless previously
renewed, varied or revoked by the Company
in General Meeting) until the end of the
AGM of the Company to be held in 2014 (or,
if earlier, until the close of business on
30 June 2014) but so that the Company may
make offers and enter into agreements
before the power expires which would, or
might, require equity securities to be
allotted after the power expires and the
Directors may allot equity securities under
any such offer or agreement as if the power
had not expired
22 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
1,286,066,272 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
of the market values of the ordinary shares
(as derived from the Daily Official List of
the London Stock Exchange) for the five
business days immediately preceding the
date on which the purchase is made; and
(ii) that stipulated by Article 5(1) of the
Buy-back and Stabilisation Regulation (EC
2273/2003); and (c) unless previously
renewed, varied or revoked by the Company
in General Meeting, the authority conferred
by this resolution shall expire at the end
of the AGM of the Company to be held in
2014 or the close of business on 30 June
2014, whichever is the earlier (except in
relation to any purchase of shares the
contract for which was concluded before
such date and which would or might be
executed wholly or partly after such date)
23 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 2014 or the close of business on 30
June 2014, whichever is the earlier
24 That the Directors be authorised to Mgmt For For
exercise the power contained in Article 132
of the Company's Articles of Association so
that, to the extent and on such terms and
conditions determined by the Directors, the
holders of ordinary shares be permitted to
elect to receive new ordinary shares
credited as fully paid instead of cash in
respect of all or part of any future
dividend (including any interim dividend),
declared or paid by the Directors or
declared by the Company in general meeting
(as the case may be), during the period
commencing on the date of this resolution
and ending on the earlier of 24 April 2018
and the beginning of the fifth AGM of the
Company following the date of this
resolution to the extent that the Directors
decide, at their discretion, to offer a
scrip dividend alternative in respect of
such dividend
25 That, subject to the passing of resolution Mgmt For For
24, article 132 of the Articles of
Association of the Company be and is hereby
altered by inserting the following as a new
article 132.10 immediately after the
full-stop at the end of article 132.9.2:
"For the purposes of this article 132, each
participant in the Company's dividend
reinvestment plan for holders of ordinary
shares (a "DRIP participant" and the "DRIP"
respectively) at midnight (UK time) on an
effective date to be determined at the
discretion of the board in connection with
the commencement of the Company's scrip
dividend programme (the "effective time")
(and whether or not the DRIP shall
subsequently be terminated or suspended)
shall be deemed to have elected to receive
ordinary shares, credited as fully paid,
instead of cash, on the terms and subject
to the conditions of the Company's scrip
dividend programme as from time to time in
force, in respect of the whole of each
dividend payable (but for such election)
after the effective time (and whether such
dividend is declared before, at or after
such an effective time) in respect of which
the right to receive such ordinary shares
instead of cash is made available, until
such time as such deemed election mandate
is revoked or deemed to be revoked in
accordance with the procedure established
by the board. The deemed election provided
for in the foregoing provision of this
article 132.10 shall not apply if and to
the extent that the board so determines at
any time and from time to time either for
all cases or in relation to any person or
class of persons or any holding of any
person or class of persons."
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BASF SE, LUDWIGSHAFEN/RHEIN Agenda Number: 704328548
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 26-Apr-2013
Ticker:
ISIN: DE000BASF111
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodians accounts,
please contact your CSR for more
information. Please consider the following
link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
11.04.2013. 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 2012;
presentation of the Managements Analyses of
BASF SE and the BASF Group for the
financial year 2012 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 No vote
appropriation of profit
3. Adoption of a resolution giving formal Mgmt No vote
approval to the actions of the members of
the Supervisory Board
4. Adoption of a resolution giving formal Mgmt No vote
approval to the actions of the members of
the Board of Executive Directors
5. Election of the auditor for the financial Mgmt No vote
year 2013: KPMG AG
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BAYER AG, LEVERKUSEN Agenda Number: 704304031
--------------------------------------------------------------------------------------------------------------------------
Security: D0712D163
Meeting Type: AGM
Meeting Date: 26-Apr-2013
Ticker:
ISIN: DE000BAY0017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodians accounts,
please contact your CSR for more
information. Please also have a look at the
following link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
11.04.2013. 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 No vote
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 information and the
proposal by the Board of Management on the
use of the distributable profit for the
fiscal year 2012. Resolution on the use of
the distributable profit.
2. Ratification of the actions of the members Mgmt No vote
of the Board of Management
3. Ratification of the actions of the members Mgmt No vote
of the Supervisory Board
4. Approval of the Control and Profit and Loss Mgmt No vote
Transfer Agreement between the Company and
Bayer Beteiligungsverwaltung Goslar GmbH
5. Election of the auditor of the financial Mgmt No vote
statements and for the review of the
half-yearly financial report
--------------------------------------------------------------------------------------------------------------------------
BEAM INC. Agenda Number: 933741072
--------------------------------------------------------------------------------------------------------------------------
Security: 073730103
Meeting Type: Annual
Meeting Date: 23-Apr-2013
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: GRETCHEN W. PRICE Mgmt For For
1F. ELECTION OF DIRECTOR: MATTHEW J. SHATTOCK Mgmt For For
1G. ELECTION OF DIRECTOR: ROBERT A. STEELE Mgmt For For
1H. ELECTION OF DIRECTOR: PETER M. WILSON Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2013.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933690946
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 29-Nov-2012
Ticker: BHP
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO RECEIVE THE 2012 FINANCIAL STATEMENTS Mgmt For For
AND REPORTS FOR BHP BILLITON LIMITED AND
BHP BILLITON PLC
2. TO ELECT PAT DAVIES AS A DIRECTOR OF EACH Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON
PLC
3. TO RE-ELECT MALCOLM BROOMHEAD AS A DIRECTOR Mgmt For For
OF EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
4. TO RE-ELECT SIR JOHN BUCHANAN AS A DIRECTOR Mgmt For For
OF EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
5. TO RE-ELECT CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
6. TO RE-ELECT DAVID CRAWFORD AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
7. TO RE-ELECT CAROLYN HEWSON AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
8. TO RE-ELECT MARIUS KLOPPERS AS A DIRECTOR Mgmt For For
OF EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
9. TO RE-ELECT LINDSAY MAXSTED AS A DIRECTOR Mgmt For For
OF EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
10. TO RE-ELECT WAYNE MURDY AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
11. TO RE-ELECT KEITH RUMBLE AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
12. TO RE-ELECT JOHN SCHUBERT AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
13. TO RE-ELECT SHRITI VADERA AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
14. TO RE-ELECT JAC NASSER AS A DIRECTOR OF Mgmt For For
EACH OF BHP BILLITON LIMITED AND BHP
BILLITON PLC
15. TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR Mgmt For For
OF BHP BILLITON PLC
16. TO RENEW THE GENERAL AUTHORITY TO ISSUE Mgmt For For
SHARES IN BHP BILLITON PLC
17. TO APPROVE THE AUTHORITY TO ISSUE SHARES IN Mgmt For For
BHP BILLITON PLC FOR CASH
18. TO APPROVE THE REPURCHASE OF SHARES IN BHP Mgmt For For
BILLITON PLC
19. TO APPROVE THE 2012 REMUNERATION REPORT Mgmt For For
20. TO APPROVE THE GRANT OF LONG-TERM INCENTIVE Mgmt For For
PERFORMANCE SHARES TO MARIUS KLOPPERS
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS SA, PARIS Agenda Number: 704322748
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: MIX
Meeting Date: 15-May-2013
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 THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
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
013/0313/201303131300703.pdf . PLEASE NOTE
THAT THIS IS A REVISION DUE TO CHANGE IN
NUMBERING OF RESOLUTION TO O.2 AND ADDITION
OF URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0412/201304121301275.pdf. 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.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2012 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
O.5 Agreement entered in between BNP Paribas Mgmt Against Against
and Mr. Jean-Laurent Bonnafe, Managing
Director
O.6 Authorization for BNP Paribas to repurchase Mgmt For For
its own shares
O.7 Renewal of term of Mr. Jean-Laurent Bonnafe Mgmt For For
as Board member
O.8 Renewal of term of Mr. Michel Tilmant as Mgmt For For
Board member
O.9 Renewal of term of Mr. Emiel Van Broekhoven Mgmt For For
as Board member
O.10 Appointment of Mr. Christophe de Margerie Mgmt For For
as Board member
O.11 Appointment of Mrs. Marion Guillou as Board Mgmt For For
member
O.12 Legal filing of reports and documents by Mgmt For For
the Statutory Auditors at the court
registry
E.13 Simplifying, adapting and harmonizing the Mgmt Against Against
bylaws with the law
E.14 Authorization to be granted to the Board of Mgmt For For
Directors to reduce capital by cancellation
of shares
E.15 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 933779920
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: BXP
ISIN: US1011211018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ZOE BAIRD BUDINGER Mgmt For For
1B. ELECTION OF DIRECTOR: CAROL B. EINIGER Mgmt For For
1C. ELECTION OF DIRECTOR: JACOB A. FRENKEL Mgmt For For
1D. ELECTION OF DIRECTOR: JOEL I. KLEIN Mgmt For For
1E. ELECTION OF DIRECTOR: DOUGLAS T. LINDE Mgmt For For
1F. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG Mgmt For For
1G. ELECTION OF DIRECTOR: ALAN J. PATRICOF Mgmt For For
1H. ELECTION OF DIRECTOR: OWEN D. THOMAS Mgmt For For
1I. ELECTION OF DIRECTOR: MARTIN TURCHIN Mgmt For For
1J. ELECTION OF DIRECTOR: DAVID A. TWARDOCK Mgmt For For
1K. ELECTION OF DIRECTOR: MORTIMER B. ZUCKERMAN Mgmt For For
2. TO APPROVE, BY NON-BINDING RESOLUTION, THE Mgmt Against Against
COMPANY'S NAMED EXECUTIVE OFFICER
COMPENSATION.
3. 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, 2013.
--------------------------------------------------------------------------------------------------------------------------
BP PLC, LONDON Agenda Number: 704310870
--------------------------------------------------------------------------------------------------------------------------
Security: G12793108
Meeting Type: AGM
Meeting Date: 11-Apr-2013
Ticker:
ISIN: GB0007980591
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Directors' Annual Report and Mgmt For For
Accounts
2 To approve the Directors' Remuneration Mgmt For For
Report
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 re-elect Dr B Gilvary as a Director Mgmt For For
6 To re-elect Mr P M Anderson as a Director Mgmt For For
7 To re-elect Admiral F L Bowman as a Mgmt For For
Director
8 To re-elect Mr A Burgmans as a Director Mgmt For For
9 To re-elect Mrs C B Carroll as a Director Mgmt For For
10 To re-elect Mr G David as a Director Mgmt For For
11 To re-elect Mr I E L Davis as a Director Mgmt For For
12 To re-elect Professor Dame Ann Dowling as a Mgmt For For
Director
13 To re-elect Mr B R Nelson as a Director Mgmt For For
14 To re-elect Mr F P Nhleko as a Director Mgmt For For
15 To re-elect Mr A B Shilston as a Director Mgmt For For
16 To re-elect Mr C-H Svanberg as a Director Mgmt For For
17 To reappoint Ernst and Young LLP as Mgmt For For
auditors and authorize the Board to fix
their remuneration
18 Special Resolution: to give limited Mgmt For For
authority for the purchase of its own
shares by the Company
19 To give limited authority to allot shares Mgmt For For
up to a specified amount
20 Special Resolution: to give authority to Mgmt For For
allot a limited number of shares for cash
free of pre-emption rights
21 Special Resolution: to authorize the Mgmt For For
calling of general meetings (excluding
Annual General Meetings) by notice of at
least 14 clear days
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC Agenda Number: 704346976
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of the 2012 Report and Accounts Mgmt For For
2 Approval of the 2012 Remuneration Report Mgmt For For
3 To declare a final dividend of 92.7p per Mgmt For For
ordinary share in respect of the year ended
31 December 2012, payable on 8 May 2013 to
shareholders on the register at the close
of business on 15 March 2013
4 Re-appointment of the Auditors: Mgmt For For
PricewaterhouseCoopers LLP
5 Authority for the Directors to agree the Mgmt For For
Auditor's remuneration
6 Re-election of Richard Burrows as a Mgmt For For
Director (N)
7 Re-election of John Daly as a Director Mgmt For For
8 Re-election of Karen de Segundo as a Mgmt For For
Director (C, N)
9 Re-election of Nicandro Durante as a Mgmt For For
Director
10 Re-election of Ann Godbehere as a Director Mgmt For For
(A, N, R)
11 Re-election of Christine Morin-Postel as a Mgmt For For
Director (C, N, R)
12 Re-election of Gerry Murphy as a Director Mgmt For For
(N, R)
13 Re-election of Kieran Poynter as a Director Mgmt For For
(A N R)
14 Re-election of Anthony Ruys as a Director Mgmt For For
(A, N)
15 Re-election of Ben Stevens as a Director Mgmt For For
16 Election of Richard Tubb as a Director (C, Mgmt For For
N) who has been appointed since the last
Annual General Meeting
17 Renewal of the Director's authority to Mgmt For For
allot shares
18 Renewal of the Director's authority to Mgmt For For
disapply pre-emption rights
19 Authority for the Company to purchase its Mgmt For For
own shares
20 Authority to make donations to political Mgmt For For
organisations and to incur political
expenditure
21 Notice period for General Meetings Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN RESOLUTIONS NO. 3 AND 16.
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.
--------------------------------------------------------------------------------------------------------------------------
BROADCOM CORPORATION Agenda Number: 933766593
--------------------------------------------------------------------------------------------------------------------------
Security: 111320107
Meeting Type: Annual
Meeting Date: 14-May-2013
Ticker: BRCM
ISIN: US1113201073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
R.J. FINOCCHIO, JR. Mgmt For For
NANCY H. HANDEL Mgmt For For
EDDY W. HARTENSTEIN Mgmt For For
MARIA M. KLAWE, PH.D. Mgmt For For
JOHN E. MAJOR Mgmt For For
SCOTT A. MCGREGOR Mgmt For For
WILLIAM T. MORROW Mgmt For For
HENRY SAMUELI, PH.D. Mgmt For For
ROBERT E. SWITZ Mgmt For For
2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For
THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORPORATION Agenda Number: 933759194
--------------------------------------------------------------------------------------------------------------------------
Security: 13342B105
Meeting Type: Annual
Meeting Date: 08-May-2013
Ticker: CAM
ISIN: US13342B1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JAMES T. HACKETT Mgmt For For
1B ELECTION OF DIRECTOR: MICHAEL E. PATRICK Mgmt For For
1C ELECTION OF DIRECTOR: JON ERIK REINHARDSEN Mgmt For For
1D ELECTION OF DIRECTOR: BRUCE W. WILKINSON Mgmt For For
2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2013.
3 TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPANY'S 2012 EXECUTIVE COMPENSATION.
4 TO APPROVE THE AMENDMENTS TO AND THE Mgmt For For
RESTATEMENT OF THE COMPANY'S EQUITY
INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
CELGENE CORPORATION Agenda Number: 933806866
--------------------------------------------------------------------------------------------------------------------------
Security: 151020104
Meeting Type: Annual
Meeting Date: 12-Jun-2013
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, 2013.
3. APPROVAL OF THE AMENDMENT AND RESTATEMENT Mgmt For For
OF THE COMPANY'S 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.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933786874
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1B. ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1C. ELECTION OF DIRECTOR: A.P. GAST Mgmt For For
1D. ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1E. ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1F. ELECTION OF DIRECTOR: C.W. MOORMAN Mgmt For For
1G. ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1H. ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1I. ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1J. ELECTION OF DIRECTOR: C. WARE Mgmt For For
1K. ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF AMENDMENTS TO LONG-TERM Mgmt For For
INCENTIVE PLAN
5. SHALE ENERGY OPERATIONS Shr Against For
6. OFFSHORE OIL WELLS Shr Against For
7. CLIMATE RISK Shr Against For
8. LOBBYING DISCLOSURE Shr Against For
9. CESSATION OF USE OF CORPORATE FUNDS FOR Shr Against For
POLITICAL PURPOSES
10. CUMULATIVE VOTING Shr Against For
11. SPECIAL MEETINGS Shr For Against
12. INDEPENDENT DIRECTOR WITH ENVIRONMENTAL Shr Against For
EXPERTISE
13. COUNTRY SELECTION GUIDELINES Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 933746375
--------------------------------------------------------------------------------------------------------------------------
Security: 172967424
Meeting Type: Annual
Meeting Date: 24-Apr-2013
Ticker: C
ISIN: US1729674242
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MICHAEL L. CORBAT Mgmt For For
1B. ELECTION OF DIRECTOR: FRANZ B. HUMER Mgmt For For
1C. ELECTION OF DIRECTOR: ROBERT L. JOSS Mgmt For For
1D. ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Mgmt For For
1E. ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1G. ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Mgmt For For
1H. ELECTION OF DIRECTOR: JOAN E. SPERO Mgmt For For
1I. ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, Mgmt For For
JR.
1K. ELECTION OF DIRECTOR: ERNESTO ZEDILLO PONCE Mgmt For For
DE LEON
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG Mgmt For For
LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF CITI'S 2012 EXECUTIVE Mgmt For For
COMPENSATION.
4. AMENDMENT TO THE CITIGROUP 2009 STOCK Mgmt For For
INCENTIVE PLAN (RELATING TO DIVIDEND
EQUIVALENTS).
5. STOCKHOLDER PROPOSAL REQUESTING THAT Shr For Against
EXECUTIVES RETAIN A SIGNIFICANT PORTION OF
THEIR STOCK UNTIL REACHING NORMAL
RETIREMENT AGE.
6. STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
LOBBYING AND GRASSROOTS LOBBYING
CONTRIBUTIONS.
7. STOCKHOLDER PROPOSAL REQUESTING THAT THE Shr Against For
BOARD INSTITUTE A POLICY TO MAKE IT MORE
PRACTICAL TO DENY INDEMNIFICATION FOR
DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 933756477
--------------------------------------------------------------------------------------------------------------------------
Security: 194162103
Meeting Type: Annual
Meeting Date: 10-May-2013
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. APPROVE THE COLGATE-PALMOLIVE COMPANY 2013 Mgmt For For
INCENTIVE COMPENSATION PLAN.
5. STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK Shr For Against
RETENTION REQUIREMENT.
--------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 933764739
--------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 15-May-2013
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. TO PROHIBIT ACCELERATED VESTING UPON A Shr For Against
CHANGE IN CONTROL
4. TO ADOPT A RECAPITALIZATION PLAN Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 933764842
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 14-May-2013
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: JODY L. FREEMAN Mgmt For For
1E. ELECTION OF DIRECTOR: GAY HUEY EVANS 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: ROBERT A. NIBLOCK Mgmt For For
1I. ELECTION OF DIRECTOR: HARALD J. NORVIK Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Mgmt For For
2. TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. REPORT ON GRASSROOTS LOBBYING EXPENDITURES. Shr Against For
5. GREENHOUSE GAS REDUCTION TARGETS. Shr Against For
6. GENDER IDENTITY NON-DISCRIMINATION. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 933716954
--------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 24-Jan-2013
Ticker: COST
ISIN: US22160K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
BENJAMIN S. CARSON, SR. Mgmt For For
WILLIAM H. GATES Mgmt For For
HAMILTON E. JAMES Mgmt For For
W. CRAIG JELINEK Mgmt For For
JILL S. RUCKELSHAUS Mgmt For For
2 RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
AUDITORS.
3 APPROVAL, ON AN ADVISORY BASIS, OF Mgmt For For
EXECUTIVE COMPENSATION.
4 CONSIDERATION OF SHAREHOLDER PROPOSAL TO Shr For Against
ELIMINATE THE CLASSIFICATION OF THE BOARD
OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933727779
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F113
Meeting Type: Annual
Meeting Date: 20-Mar-2013
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: JOY A. AMUNDSON Mgmt For For
1C) ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1D) ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1E) ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
1F) ELECTION OF DIRECTOR: CHRISTOPHER J. Mgmt For For
COUGHLIN
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
2 APPOINT THE INDEPENDENT AUDITORS AND Mgmt For For
AUTHORIZE THE AUDIT COMMITTEE TO SET THE
AUDITORS' REMUNERATION.
3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4 APPROVE THE AMENDED AND RESTATED COVIDIEN Mgmt For For
STOCK AND INCENTIVE PLAN.
5 AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Mgmt For For
TO MAKE MARKET PURCHASES OF COMPANY SHARES.
S6 AUTHORIZE THE PRICE RANGE AT WHICH THE Mgmt For For
COMPANY CAN REISSUE SHARES IT HOLDS AS
TREASURY SHARES.
S7 AMEND ARTICLES OF ASSOCIATION TO EXPAND THE Mgmt For For
AUTHORITY TO EXECUTE INSTRUMENTS OF
TRANSFER.
8 ADVISORY VOTE ON THE CREATION OF Mgmt For For
MALLINCKRODT DISTRIBUTABLE RESERVES.
--------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP AG, ZUERICH Agenda Number: 704340366
--------------------------------------------------------------------------------------------------------------------------
Security: H3698D419
Meeting Type: AGM
Meeting Date: 26-Apr-2013
Ticker:
ISIN: CH0012138530
--------------------------------------------------------------------------------------------------------------------------
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 PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 150256,
INCLUDING THE AGENDA. TO VOTE IN THE
UPCOMING MEETING, YOUR HOLDINGS MUST BE
NOTIFIED TO THE COMPANY REGISTRAR IN EITHER
THE NOMINEE NAME OR THE BENEFICIAL OWNER
NAME BEFORE THE 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 PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_158581.PDF AND
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_158582.PDF
1.1 Presentation of the 2012 annual report, the Non-Voting
parent company's 2012 financial statements,
the Group's 2012 consolidated financial
statements and the 2012 remuneration report
1.2 Consultative vote on the 2012 remuneration Mgmt For For
report
1.3 Approval of the 2012 annual report, the Mgmt For For
parent company's 2012 financial statements
and the Group's 2012 consolidated financial
statements
2 Discharge of the acts of the Members of the Mgmt For For
Board of Directors and Executive Board
3.1 Resolution on the appropriation of retained Mgmt For For
earnings
3.2 Resolution on the distribution against Mgmt For For
reserves from capital contributions in
shares and in cash
4.1 Changes in share capital: Increase in, Mgmt For For
amendment to and extension of authorized
capital
4.2 Changes in share capital: Increase in Mgmt Against Against
conditional capital for employee shares
5 Other amendments to the Articles of Mgmt For For
Association (quorum of the Board of
Directors)
6.1.1 Re-election of Noreen Doyle to the Board of Mgmt For For
Directors
6.1.2 Re-election of Jassim Bin Hamad J.J. Al Mgmt For For
Thani to the Board of Directors
6.1.3 Election of Kai S. Nargolwala to the Board Mgmt For For
of Directors
6.2 Election of the independent auditors: KPMG Mgmt For For
AG, Zurich
6.3 Election of the special auditors: BDO AG, Mgmt For For
Zurich
7 If voting or elections take place on Mgmt Abstain Against
proposals submitted during the Annual
General Meeting itself as defined in art.
700 paras. 3 and 4 of the Swiss Code of
Obligations, I hereby instruct the
independent proxy to vote in favor of the
proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 933772635
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 07-May-2013
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: DONALD J. EHRLICH Mgmt For For
1.2 ELECTION OF DIRECTOR: LINDA HEFNER FILLER Mgmt For For
1.3 ELECTION OF DIRECTOR: TERI LIST-STOLL Mgmt For For
1.4 ELECTION OF DIRECTOR: WALTER G. LOHR, JR. Mgmt For For
1.5 ELECTION OF DIRECTOR: STEVEN M. RALES Mgmt For For
1.6 ELECTION OF DIRECTOR: JOHN T. SCHWIETERS Mgmt For For
1.7 ELECTION OF DIRECTOR: ALAN G. SPOON Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS DANAHER'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
3. TO APPROVE CERTAIN AMENDMENTS TO DANAHER'S Mgmt For For
2007 STOCK INCENTIVE PLAN AND ALL OF THE
MATERIAL TERMS OF THE PERFORMANCE GOALS.
4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
5. TO ACT UPON A SHAREHOLDER PROPOSAL Shr For Against
REQUESTING THAT COMPENSATION COMMITTEE
ADOPT A POLICY REQUIRING THAT SENIOR
EXECUTIVES RETAIN A SIGNIFICANT PERCENTAGE
OF SHARES ACQUIRED THROUGH EQUITY PAY
PROGRAMS UNTIL REACHING NORMAL RETIREMENT
AGE.
6. TO ACT UPON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING THAT DANAHER ISSUE A REPORT
DISCLOSING ITS POLITICAL EXPENDITURES AND
POLITICAL EXPENDITURE POLICIES, IF PROPERLY
PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
DANONE SA, PARIS Agenda Number: 704294355
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 25-Apr-2013
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 THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
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
013/0301/201303011300526.pdf . PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINKS:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0311/201303111300672.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
013/0403/201304031301056.pdf. 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.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2012 and setting the
dividend at EUR 1.45 per share
O.4 Renewal of term of Mr. Franck Riboud as Mgmt Against Against
Board member
O.5 Renewal of term of Mr. Emmanuel Faber as Mgmt For For
Board member
O.6 Approval of the agreements pursuant to Mgmt For For
Articles L.225-38 et seq. of the Commercial
Code
O.7 Approval of the agreements pursuant to Mgmt Against Against
Articles L.225-38 et seq. of the Commercial
Code entered in by the Company with J.P.
Morgan Group
O.8 Approval of the agreements and commitments Mgmt For For
pursuant to Articles L.225-38 and
L.225-42-1 of the Commercial Code regarding
Mr. Franck Riboud
O.9 Approval of the agreements and commitments Mgmt For For
pursuant to Articles L.225-38 and
L.225-42-1 of the Commercial Code regarding
Mr. Emmanuel Faber
O.10 Setting the amount of attendance allowances Mgmt For For
O.11 Authorization to be granted to the Board of Mgmt For For
Directors to purchase, hold or transfer
shares of the Company
E.12 Delegation of authority to the Board of Mgmt For For
Directors to issue ordinary shares and
securities giving access to capital of the
Company while maintaining shareholders'
preferential subscription rights
E.13 Delegation of authority to the Board of Mgmt For For
Directors to issue ordinary shares of the
Company and securities giving access to
capital of the Company with cancellation of
shareholders' preferential subscription
rights, but with obligation to grant a
priority right
E.14 Delegation of authority to the Board of Mgmt For For
Directors to increase the number of
issuable securities in case of capital
increase with cancellation of shareholders'
preferential subscription rights
E.15 Delegation of authority to the Board of Mgmt For For
Directors to issue ordinary shares and
securities giving access to capital of the
Company with cancellation of shareholders'
preferential subscription rights in case of
public exchange offer initiated by the
Company
E.16 Delegation of powers to the Board of Mgmt For For
Directors to issue ordinary shares with
cancellation of shareholders' preferential
subscription rights, in consideration for
in-kind contributions granted to the
Company and comprised of equity securities
or securities giving access to capital
E.17 Delegation of authority to the Board of Mgmt For For
Directors to increase capital of the
Company by incorporation of reserves,
profits, premiums or other amounts which
may be capitalized
E.18 Delegation of authority to the Board of Mgmt For For
Directors to decide to carry out capital
increases reserved for employees who are
members of a company savings plan and/or
reserved share transfers with cancellation
of shareholders' preferential subscription
rights
E.19 Authorization granted to the Board of Mgmt For For
Directors to carry out allocations of
Company's shares existing or to be issued
with cancellation of shareholders'
preferential subscription rights
E.20 Authorization granted to the Board of Mgmt For For
Directors to reduce capital by cancellation
of shares
E.21 Amendment to Article 5 of the Bylaws of the Mgmt For For
Company in order to extend the term of the
Company
E.22 Amendment to Article 22.II of the Bylaws of Mgmt For For
the Company regarding shareholders
representation
E.23 Amendment to Article 24.I of the Bylaws of Mgmt For For
the Company regarding shareholders
convening
E.24 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933725270
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 27-Feb-2013
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN Mgmt For For
1D. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1F. ELECTION OF DIRECTOR: CLAYTON M. JONES Mgmt For For
1G. ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1I. ELECTION OF DIRECTOR: THOMAS H. PATRICK Mgmt For For
1J. ELECTION OF DIRECTOR: AULANA L. PETERS Mgmt For For
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
3. RE-APPROVAL OF THE JOHN DEERE MID-TERM Mgmt For For
INCENTIVE PLAN.
4. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS DEERE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda Number: 704312874
--------------------------------------------------------------------------------------------------------------------------
Security: D18190898
Meeting Type: EGM
Meeting Date: 11-Apr-2013
Ticker:
ISIN: DE0005140008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodians accounts,
please contact your CSR for more
information. Please note the following
link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain blocked up until meeting date.
If you are considering settling a traded
voted position prior to the meeting date of
this event, please contact your CSR or
custodian to ensure your shares have been
deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
27.03.2013. 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. Resolution pursuant to paragraph 244 Stock Mgmt No vote
Corporation Act confirming the resolution
on Agenda Item 2 (Appropriation of
distributable profit) taken by the General
Meeting on May 31, 2012
2. Resolution pursuant to paragraph 244 Stock Mgmt No vote
Corporation Act confirming the resolution
on Agenda Item 5 (Election of the auditor
for the 2012 financial year, interim
accounts) taken by the General Meeting on
May 31, 2012
3.1 Resolution pursuant to paragraph 244 Stock Mgmt No vote
Corporation Act confirming the resolution
on Agenda Item 9 (Election to the
Supervisory Board) taken by the General
Meeting on May 31, 2012: Dr. Paul
Achleitner
3.2 Resolution pursuant to paragraph 244 Stock Mgmt No vote
Corporation Act confirming the resolution
on Agenda Item 9 (Election to the
Supervisory Board) taken by the General
Meeting on May 31, 2012: Peter Loescher
3.3 Resolution pursuant to paragraph 244 Stock Mgmt No vote
Corporation Act confirming the resolution
on Agenda Item 9 (Election to the
Supervisory Board) taken by the General
Meeting on May 31, 2012: Prof. Dr. Klaus
Ruediger Truetzschler
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda Number: 704443504
--------------------------------------------------------------------------------------------------------------------------
Security: D18190898
Meeting Type: AGM
Meeting Date: 23-May-2013
Ticker:
ISIN: DE0005140008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodians accounts,
please contact your CSR for more
information. Please note the following
link:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_160726.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
08.05.2013. 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 Paragraph 289 (4)
German Commercial Code) for the 2012
financial year, the approved Consolidated
Financial Statements and Management Report
(including the explanatory report on
disclosures pursuant to Paragraph 315 (4)
German Commercial Code)
2. Appropriation of distributable profit Mgmt No vote
3. Ratification of the acts of management of Mgmt No vote
the members of the Management Board for the
2012 financial year
4. Ratification of the acts of management of Mgmt No vote
the members of the Supervisory Board for
the 2012 financial year
5. Election of the auditor for the 2013 Mgmt No vote
financial year, interim accounts: KPMG AG
6. Authorization to acquire own shares for Mgmt No vote
trading purposes pursuant to Paragraph 71
(1) No. 7 Stock Corporation Act
7. Authorization to acquire own shares Mgmt No vote
pursuant to Paragraph 71 (1) No. 8 Stock
Corporation Act as well as for their use
with the possible exclusion of pre-emptive
rights
8. Authorization to use derivatives within the Mgmt No vote
framework of the purchase of own shares
pursuant to Paragraph 71 (1) No. 8 Stock
Corporation Act
9. Approval of the compensation system for the Mgmt No vote
Management Board members
10. Amendments to the Articles of Association Mgmt No vote
regarding the new regulation on Supervisory
Board compensation
11.1 Election to the Supervisory Board: Mr. John Mgmt No vote
Cryan
11.2 Election to the Supervisory Board: Mr Mgmt No vote
Professor Dr. Henning Kagermann
11.3 Election to the Supervisory Board: Ms. Mgmt No vote
Suzanne Labarge
11.4 Election to the Supervisory Board: Mr Dr. Mgmt No vote
Johannes Teyssen
11.5 Election to the Supervisory Board: Mr. Mgmt No vote
Georg F. Thoma
11.6 Election to the Supervisory Board: Mr Mgmt No vote
Tilman Todenhoefer
11.7 Election to the Supervisory Board: Ms. Dina Mgmt No vote
Dublon
12. Cancellation of an existing authorized Mgmt No vote
capital, creation of new authorized capital
for capital increases in cash and/or in
kind (with the possibility of excluding
shareholders pre-emptive rights, also in
accordance with Paragraph 186 (3) sentence
4 Stock Corporation Act) and amendment to
the Articles of Association
13. Approval to conclude a domination agreement Mgmt No vote
between Deutsche Bank Aktiengesellschaft
(as the parent company) and RREEF
Management GmbH
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 704385839
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 16-May-2013
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 01 Non-Voting
MAY 2013. 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. Submissions to the shareholders' meeting Non-Voting
pursuant to section 176 (1) sentence 1 of
the AktG (Aktiengesetz - German Stock
Corporation Act)
2. Resolution on the appropriation of net Mgmt No vote
income
3. Resolution on the approval of the actions Mgmt No vote
of the members of the Board of Management
for the 2012 financial year
4. Resolution on the approval of the actions Mgmt No vote
of the members of the Supervisory Board for
the 2012 financial year
5. Resolution on the appointment of the Mgmt No vote
independent auditor and the Group auditor
for the 2013 financial year as well as the
independent auditor to review the condensed
financial statements and the interim
management report pursuant to section 37w,
section 37y no. 2 WpHG
(Wertpapierhandelsgesetz - German
Securities Trading Act) in the 2013
financial year: PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, Frankfurt
am Main
6. Election of a Supervisory Board member: Ms. Mgmt No vote
Sari Baldauf
7. Election of a Supervisory Board member: Mgmt No vote
Prof. Ulrich Lehner
8. Resolution on the amendment to Supervisory Mgmt No vote
Board remuneration and the related
amendment to section 13 Articles of
Incorporation
9. Resolution on the cancellation of Mgmt No vote
contingent capital II and the related
amendment to section 5 Articles of
Incorporation
10. Resolution on the cancellation of Mgmt No vote
authorized capital 2009/I and the creation
of authorized capital 2013 for cash and/or
non-cash contributions, with the
authorization to exclude subscription
rights and the relevant amendment to the
Articles of Incorporation
11. Resolution on approval of a control and Mgmt No vote
profit and loss transfer agreement with
PASM Power and Air Condition Solution
Management GmbH
12. Resolution regarding approval of the Mgmt No vote
amendment to the profit and loss transfer
agreement with GMG Generalmietgesellschaft
mbH
13. Resolution regarding approval of the Mgmt No vote
amendment to the profit and loss transfer
agreement with DeTeMedien, Deutsche Telekom
Medien GmbH
14. Resolution regarding approval of the Mgmt No vote
amendment to the control agreement with GMG
Generalmietgesellschaft mbH
15. Resolution regarding approval of the Mgmt No vote
amendment to the control agreement with
DeTeMedien, Deutsche Telekom Medien GmbH
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC, LONDON Agenda Number: 704050006
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 17-Oct-2012
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and accounts 2012 Mgmt For For
2 Directors' remuneration report 2012 Mgmt For For
3 Declaration of final dividend Mgmt For For
4 Re-election of PB Bruzelius as a director Mgmt For For
5 Re-election of LM Danon as a director Mgmt For For
6 Re-election of Lord Davies as a director Mgmt For For
7 Re-election of BD Holden as a director Mgmt For For
8 Re-election of Dr FB Humer as a director Mgmt For For
9 Re-election of D Mahlan as a director Mgmt For For
10 Re-election of PG Scott as a director Mgmt For For
11 Re-election of HT Stitzer as a director Mgmt For For
12 Re-election of PS Walsh as a director Mgmt For For
13 Election of Ho KwonPing as a director Mgmt For For
14 Election of IM Menezes as a director Mgmt For For
15 Re-appointment of auditor Mgmt For For
16 Remuneration of auditor Mgmt For For
17 Authority to allot shares Mgmt For For
18 Disapplication of pre-emption rights Mgmt For For
19 Authority to purchase own ordinary shares Mgmt For For
20 Authority to make political donations Mgmt For For
and/or to incur political expenditure in
the EU
21 Reduced notice of a general meeting other Mgmt For For
than an annual general meeting
--------------------------------------------------------------------------------------------------------------------------
DNB ASA, OSLO Agenda Number: 704410048
--------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: AGM
Meeting Date: 30-Apr-2013
Ticker:
ISIN: NO0010031479
--------------------------------------------------------------------------------------------------------------------------
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.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Opening of the General Meeting by the Non-Voting
chairman of the Supervisory Board
2 Approval of the notice of the General Mgmt No vote
Meeting and the agenda
3 Election of a person to sign the minutes of Mgmt No vote
the General Meeting along with the chairman
4 Approval of remuneration rates for members Mgmt No vote
of the Supervisory Board, Control Committee
and Election Committee in line with the
recommendation given
5 Approval of the auditor's remuneration Mgmt No vote
6 Approval of the 2012 annual report and Mgmt No vote
accounts, including the distribution of
dividends
7 The Election Committee unanimously Mgmt No vote
recommends the election of the following
twelve members to the Supervisory Board,
with a term of office of up to two years:
Amund Skarholt (re-election), Inge Andersen
(re-election), Sondre Gravir (new), Jorgen
Ole Haslestad (new), Nalan Koc
(re-election), Kristine Landmark (new),
Thomas Leire (re-election), Torild
Skogsholm (new), Merete Smith
(re-election), Stale Svenning
(re-election), Turid M. Sorensen
(re-election), Gine Wang (re-election); In
addition, the Supervisory Board comprises
the following members: Nils Halvard
Bastiansen, Toril Eidesvik, Camilla Grieg,
Eldbjorg Lower, Helge Mogster, Ole Robert
Reitan, Gudrun B. Rollefsen and Randi Eek
Thorsen In addition, the Election
Committee recommends the election of the
following ten deputies to Supervisory
Board, with a term of CONTD
CONT CONTD office of up to two years: Erik Non-Voting
Buchmann (re-election) Harriet Hagan
(re-election) Bente Hagem (re-election),
Liv Johannson (re-election), Herman Mehren
(re-election), Gry Nilsen (re-election),
Asbjorn Olsen (re-election), Oddbjorn
Paulsen (re-election), Anne Bjorg Thoen
(re-election), Elsbeth Sande Tronstad
(re-election)
8 Election of two members to the Election Mgmt No vote
Committee in line with the recommendation
given: Camilla Grieg, Karl Moursund
9 The Election Committee unanimously Mgmt No vote
recommends the election of the following
four members to the Control Committee, and
among these the committee chairman and
vice-chairman, with a term of office of up
to two years: Frode Hassel
(chairman)(re-election), Thorstein overland
(vice-chairman) (re-election), Karl Olav
Hovden (re-election), Vigdis Merete
Almestad (re-election). In addition, the
Election Committee recommends the election
of the following two deputies to Control
Committee, with a term of office of up to
two years: Ida Espolin Johnson
(re-election), Agnar Langeland (new)
10 Authorisation to the Board of Directors for Mgmt No vote
the repurchase of shares
11.A Statement from the Board of Director in Mgmt No vote
connection with remuneration to senior
executives: Suggested guidelines
11.B Statement from the Board of Director in Mgmt No vote
connection with remuneration to senior
executives: Binding guidelines
12 Corporate governance Mgmt No vote
13 Items notified by shareholder Sverre T. Non-Voting
Evensen: A financial structure for a new
real economy, Financial services
innovation, Absolute requirements
regarding the assignment of roles
and impartiality, Selection of board
members, Board committee for shared
financial responsibility, authorisation and
common interests
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 13. 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.
--------------------------------------------------------------------------------------------------------------------------
DOLLAR GENERAL CORPORATION Agenda Number: 933779158
--------------------------------------------------------------------------------------------------------------------------
Security: 256677105
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: DG
ISIN: US2566771059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
RAJ AGRAWAL Mgmt For For
WARREN F. BRYANT Mgmt For For
MICHAEL M. CALBERT Mgmt For For
SANDRA B. COCHRAN Mgmt For For
RICHARD W. DREILING Mgmt For For
P.D. FILI-KRUSHEL Mgmt For For
ADRIAN JONES Mgmt For For
WILLIAM C. RHODES, III Mgmt For For
DAVID B. RICKARD Mgmt For For
2. TO APPROVE AN AMENDMENT TO DOLLAR GENERAL Mgmt For For
CORPORATION'S AMENDED AND RESTATED CHARTER
TO IMPLEMENT A MAJORITY VOTING STANDARD IN
UNCONTESTED ELECTIONS OF DIRECTORS.
3. TO RATIFY ERNST & YOUNG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL 2013.
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933746705
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C204
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: DUK
ISIN: US26441C2044
--------------------------------------------------------------------------------------------------------------------------
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
HARRIS E. DELOACH, JR. Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
ANN M. GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
JOHN T. HERRON Mgmt For For
JAMES B. HYLER, JR. Mgmt For For
E. MARIE MCKEE Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
JAMES E. ROGERS Mgmt For For
CARLOS A. SALADRIGAS 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 2013
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF THE AMENDED DUKE ENERGY Mgmt For For
CORPORATION EXECUTIVE SHORT-TERM INCENTIVE
PLAN
5. SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shr For Against
ACTION BY WRITTEN CONSENT
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: 933756934
--------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 18-Apr-2013
Ticker: EBAY
ISIN: US2786421030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID M. MOFFETT Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD T. Mgmt For For
SCHLOSBERG, III
1C. ELECTION OF DIRECTOR: THOMAS J. TIERNEY Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt Against Against
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3. STOCKHOLDER PROPOSAL REGARDING CORPORATE Shr Against For
LOBBYING DISCLOSURE.
4. STOCKHOLDER PROPOSAL REGARDING PRIVACY AND Shr Against For
DATA SECURITY.
5. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR OUR FISCAL YEAR
ENDING DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 933744725
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 25-Apr-2013
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: BRADFORD M. FREEMAN Mgmt For For
1F. ELECTION OF DIRECTOR: LUIS G. NOGALES Mgmt For For
1G. ELECTION OF DIRECTOR: RONALD L. OLSON Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD T. Mgmt For For
SCHLOSBERG, III
1I. ELECTION OF DIRECTOR: THOMAS C. SUTTON Mgmt For For
1J. ELECTION OF DIRECTOR: PETER J. TAYLOR Mgmt For For
1K. 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 Against For
INDEPENDENT BOARD CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
EMC CORPORATION Agenda Number: 933748747
--------------------------------------------------------------------------------------------------------------------------
Security: 268648102
Meeting Type: Annual
Meeting Date: 01-May-2013
Ticker: EMC
ISIN: US2686481027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MICHAEL W. BROWN Mgmt For For
1B. ELECTION OF DIRECTOR: RANDOLPH L. COWEN Mgmt For For
1C. ELECTION OF DIRECTOR: GAIL DEEGAN Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES S. DISTASIO Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN R. EGAN Mgmt For For
1F. ELECTION OF DIRECTOR: EDMUND F. KELLY Mgmt For For
1G. ELECTION OF DIRECTOR: JAMI MISCIK Mgmt For For
1H. ELECTION OF DIRECTOR: WINDLE B. PRIEM Mgmt For For
1I. ELECTION OF DIRECTOR: PAUL SAGAN Mgmt For For
1J. ELECTION OF DIRECTOR: DAVID N. STROHM Mgmt For For
1K. ELECTION OF DIRECTOR: JOSEPH M. TUCCI Mgmt For For
2. RATIFICATION OF THE SELECTION BY THE AUDIT Mgmt For For
COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS
EMC'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013, AS DESCRIBED
IN EMC'S PROXY STATEMENT.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Mgmt For For
COMPENSATION, AS DESCRIBED IN EMC'S PROXY
STATEMENT.
4. APPROVAL OF THE EMC CORPORATION AMENDED AND Mgmt For For
RESTATED 2003 STOCK PLAN, AS DESCRIBED IN
EMC'S PROXY STATEMENT.
5. APPROVAL OF THE EMC CORPORATION AMENDED AND Mgmt For For
RESTATED 1989 EMPLOYEE STOCK PURCHASE PLAN,
AS DESCRIBED IN EMC'S PROXY STATEMENT.
6. APPROVAL OF AMENDMENTS TO EMC'S ARTICLES OF Mgmt For For
ORGANIZATION AND BYLAWS TO ALLOW
SHAREHOLDERS TO ACT BY WRITTEN CONSENT BY
LESS THAN UNANIMOUS APPROVAL, AS DESCRIBED
IN EMC'S PROXY STATEMENT.
7. TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Against For
TO POLITICAL CONTRIBUTIONS, AS DESCRIBED IN
EMC'S PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933717261
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 05-Feb-2013
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
C.A.H. BOERSIG* Mgmt For For
J.B. BOLTEN* Mgmt For For
M.S. LEVATICH* Mgmt For For
R.L. STEPHENSON* Mgmt For For
A.A. BUSCH III# Mgmt For For
2. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
EMERSON ELECTRIC CO. EXECUTIVE
COMPENSATION.
3. RATIFICATION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4. APPROVAL OF AN AMENDMENT TO THE RESTATED Mgmt For For
ARTICLES OF INCORPORATION TO DECLASSIFY THE
BOARD OF DIRECTORS.
5. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr Against For
REQUESTING THE ISSUANCE OF A SUSTAINABILITY
REPORT AS DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 704380031
--------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: OGM
Meeting Date: 10-May-2013
Ticker:
ISIN: IT0003132476
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Eni S.P.A. Financial Statements at December Mgmt For For
31, 2012 related resolutions Eni
Consolidated Financial Statements at
December 31, 2012 reports of the directors,
of the board of statutory auditors and of
the audit firm
2 Allocation of net profit Mgmt For For
3 Remuneration report: Policy on remuneration Mgmt For For
4 Authorisation of buy-back plan of Eni Mgmt For For
shares after first cancelling the previous
buy-back plan authorised by the
shareholders' meeting on July 16, 2012,
with respect to that portion not
implemented related and consequent
resolutions
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_161709.PDF
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL URL LINKS. 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.
--------------------------------------------------------------------------------------------------------------------------
EOG RESOURCES, INC. Agenda Number: 933763054
--------------------------------------------------------------------------------------------------------------------------
Security: 26875P101
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: EOG
ISIN: US26875P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: CHARLES R. CRISP Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES C. DAY Mgmt For For
1C. ELECTION OF DIRECTOR: MARK G. PAPA Mgmt For For
1D. ELECTION OF DIRECTOR: H. LEIGHTON STEWARD Mgmt For For
1E. ELECTION OF DIRECTOR: DONALD F. TEXTOR Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM R. THOMAS Mgmt For For
1G. ELECTION OF DIRECTOR: FRANK G. WISNER Mgmt For For
2. TO RATIFY THE APPOINTMENT BY THE AUDIT Mgmt For For
COMMITTEE OF THE BOARD OF DIRECTORS OF
DELOITTE & TOUCHE LLP, INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM, AS
AUDITORS FOR THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2013.
3. TO APPROVE THE AMENDED AND RESTATED EOG Mgmt For For
RESOURCES, INC. 2008 OMNIBUS EQUITY
COMPENSATION PLAN.
4. TO APPROVE, BY NON-BINDING VOTE, THE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
EXPRESS SCRIPTS HOLDING COMPANY Agenda Number: 933758306
--------------------------------------------------------------------------------------------------------------------------
Security: 30219G108
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: ESRX
ISIN: US30219G1085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GARY G. BENANAV Mgmt For For
1B. ELECTION OF DIRECTOR: MAURA C. BREEN Mgmt For For
1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY Mgmt For For
1D. ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS P. MAC MAHON Mgmt For For
1F. ELECTION OF DIRECTOR: FRANK MERGENTHALER Mgmt For For
1G. ELECTION OF DIRECTOR: WOODROW A. MYERS, Mgmt For For
JR., MD
1H. ELECTION OF DIRECTOR: JOHN O. PARKER, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: GEORGE PAZ Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, Mgmt For For
MPH
1K. ELECTION OF DIRECTOR: SAMUEL K. SKINNER Mgmt For For
1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG Mgmt For For
2. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933791243
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 29-May-2013
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
U.M. BURNS 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
W.C. WELDON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS (PAGE Mgmt For For
60)
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION (PAGE 61)
4. INDEPENDENT CHAIRMAN (PAGE 63) Shr For Against
5. MAJORITY VOTE FOR DIRECTORS (PAGE 64) Shr Against For
6. LIMIT DIRECTORSHIPS (PAGE 65) Shr Against For
7. REPORT ON LOBBYING (PAGE 66) Shr Against For
8. POLITICAL CONTRIBUTIONS POLICY (PAGE 67) Shr Against For
9. AMENDMENT OF EEO POLICY (PAGE 69) Shr Against For
10. REPORT ON NATURAL GAS PRODUCTION (PAGE 70) Shr Against For
11. GREENHOUSE GAS EMISSIONS GOALS (PAGE 72) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933750196
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 24-Apr-2013
Ticker: GE
ISIN: US3696041033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For
A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN Mgmt For For
A3 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA Mgmt For For
A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS Mgmt For For
A6 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A7 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A8 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A9 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A10 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A11 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A12 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A13 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A14 ELECTION OF DIRECTOR: MARY L. SCHAPIRO Mgmt For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A16 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For
A17 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 ADVISORY APPROVAL OF OUR NAMED EXECUTIVES' Mgmt For For
COMPENSATION
B2 RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
C1 CESSATION OF ALL STOCK OPTIONS AND BONUSES Shr Against For
C2 DIRECTOR TERM LIMITS Shr Against For
C3 INDEPENDENT CHAIRMAN Shr Against For
C4 RIGHT TO ACT BY WRITTEN CONSENT Shr Against For
C5 EXECUTIVES TO RETAIN SIGNIFICANT STOCK Shr For Against
C6 MULTIPLE CANDIDATE ELECTIONS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
GILEAD SCIENCES, INC. Agenda Number: 933759031
--------------------------------------------------------------------------------------------------------------------------
Security: 375558103
Meeting Type: Annual
Meeting Date: 08-May-2013
Ticker: GILD
ISIN: US3755581036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
JOHN F. COGAN Mgmt For For
ETIENNE F. DAVIGNON Mgmt For For
CARLA A. HILLS Mgmt For For
KEVIN E. LOFTON Mgmt For For
JOHN W. MADIGAN Mgmt For For
JOHN C. MARTIN Mgmt For For
NICHOLAS G. MOORE Mgmt For For
RICHARD J. WHITLEY Mgmt For For
GAYLE E. WILSON Mgmt For For
PER WOLD-OLSEN Mgmt For For
2. TO RATIFY THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP BY THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF GILEAD FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2013.
3. TO APPROVE A RESTATEMENT OF GILEAD Mgmt For For
SCIENCES, INC.'S 2004 EQUITY INCENTIVE
PLAN.
4. TO APPROVE AN AMENDMENT TO GILEAD'S Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION.
5. TO APPROVE, ON THE ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF GILEAD'S NAMED EXECUTIVE
OFFICERS AS PRESENTED IN THE PROXY
STATEMENT.
6. TO VOTE ON A STOCKHOLDER PROPOSAL Shr Against For
REQUESTING THAT THE BOARD ADOPT A POLICY
THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS
BE AN INDEPENDENT DIRECTOR, IF PROPERLY
PRESENTED AT THE MEETING.
7. TO VOTE ON A STOCKHOLDER PROPOSAL Shr For Against
REQUESTING THAT THE BOARD TAKE STEPS TO
PERMIT STOCKHOLDER ACTION BY WRITTEN
CONSENT, IF PROPERLY PRESENTED AT THE
MEETING.
--------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC, BRENTFORD MIDDLESEX Agenda Number: 704337597
--------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 01-May-2013
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 for the year
ended 31 December 2012
2 To approve the Remuneration Report for the Mgmt For For
year ended 31 December 2012
3 To elect Lynn Elsenhans as a Director Mgmt For For
4 To elect Jing Ulrich as a Director Mgmt For For
5 To elect Hans Wijers as a Director Mgmt For For
6 To re-elect Sir Christopher Gent as a Mgmt For For
Director
7 To re-elect Sir Andrew Witty as a Director Mgmt For For
8 To re-elect Professor Sir Roy Anderson as a Mgmt For For
Director
9 To re-elect Dr Stephanie Burns as a Mgmt For For
Director
10 To re-elect Stacey Cartwright as a Director Mgmt For For
11 To re-elect Simon Dingemans as a Director Mgmt For For
12 To re-elect Judy Lewent as a Director Mgmt For For
13 To re-elect Sir Deryck Maughan as a Mgmt For For
Director
14 To re-elect Dr Daniel Podolsky as a Mgmt For For
Director
15 To re-elect Dr Moncef Slaoui as a Director Mgmt For For
16 To re-elect Tom de Swaan as a Director Mgmt For For
17 To re-elect Sir Robert Wilson as a Director Mgmt For For
18 To authorise the Audit & Risk Committee to Mgmt For For
re-appoint PricewaterhouseCoopers LLP as
the auditors to the company to hold office
from the end of the meeting to the end of
the next meeting at which accounts are laid
before the company
19 To authorise the Audit & Risk Committee to Mgmt For For
determine the remuneration of the auditors
20 Donations to political organizations and Mgmt For For
political expenditure
21 Authority to allot shares Mgmt For For
22 Disapplication of pre-emption rights Mgmt For For
23 Purchase of own shares by the company Mgmt For For
24 Exemption from statement of the name of the Mgmt For For
senior statutory auditor in published
copies of the auditors' reports
25 Reduced notice of a general meeting other Mgmt For For
than an Annual General Meeting
--------------------------------------------------------------------------------------------------------------------------
GLENCORE INTERNATIONAL PLC, ST HELIER Agenda Number: 703977643
--------------------------------------------------------------------------------------------------------------------------
Security: G39420107
Meeting Type: OGM
Meeting Date: 07-Sep-2012
Ticker:
ISIN: JE00B4T3BW64
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That: (A) the Merger to be effected Mgmt For For
pursuant to a scheme of arrangement (the
"Scheme") under Part 26 of the Companies
Act 2006 (the "Act") or takeover offer (the
"Merger Offer") made by or on behalf of
Glencore for the entire issued and to be
issued share capital of Xstrata,
substantially on the terms and subject to
the conditions set out in the circular to
shareholders of Glencore dated 31 May 2012
(the "Circular") outlining the Merger and
the prospectus prepared by Glencore in
connection with the Admission (as defined
below) dated 31 May 2012 (a copy of each of
which is produced to the Meeting and signed
for identification purposes by the chairman
of the meeting) be and is hereby approved
and the directors of Glencore (the
"Directors") (or any duly constituted
committee thereof) be authorised to: (i)
take all such steps as CONTD
CONT CONTD may be necessary or desirable in Non-Voting
connection with, and to implement, the
Merger; and (ii) agree such modifications,
variations, revisions or amendments to the
terms and conditions of the Merger
(provided that any such modifications,
variations, revisions or amendments are not
a material change to the terms of the
Merger for the purposes of Listing Rule
10.5.2), and to any documents relating
thereto, as they may in their absolute
discretion think fit; and (B) subject to
and conditional upon the Scheme becoming
effective (save for any conditions relating
to: (i) the delivery of the orders of the
High Court of Justice in England and Wales
(the "Court") sanctioning the Scheme and
confirming the reduction of capital in
Xstrata to the Registrar of Companies in
England and Wales; (ii) registration of
such orders by the CONTD
CONT CONTD Registrar of Companies in England; Non-Voting
and (iii) the UK Listing Authority and the
London Stock Exchange agreeing to admit the
ordinary shares of USD 0.01 each in
Glencore (the "Ordinary Shares") to the
Official List and to trading on the main
market of the London Stock Exchange,
respectively ("Admission")), or, as the
case may be, the Merger Offer becoming or
being declared wholly unconditional (save
for Admission), the Directors be and are
hereby generally and unconditionally
authorised in accordance with article 10.1
of Glencore's articles of association (the
"Articles") to exercise all powers of
Glencore to allot equity securities (as
defined in the Articles), credited as fully
paid, with authority to deal with
fractional entitlements arising out of such
allotment as it thinks fit and to take all
such other CONTD
CONT CONTD steps as it may deem necessary, Non-Voting
expedient or appropriate to implement such
allotment in connection with the Merger up
to an aggregate nominal amount of USD
56,603,171, and which authority shall
expire on the date of the annual general
meeting in 2013 or on 30 June 2013,
whichever is the earlier (unless previously
revoked or varied by Glencore in general
meeting), save that Glencore may before
such expiry make an offer or agreement
which would or might require relevant
securities to be allotted after such expiry
and the Directors may allot relevant
securities in pursuance of such an offer or
agreement as if the authority conferred
hereby had not expired
2 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional, Glencore's name be
changed to "Glencore Xstrata plc" and that
the memorandum of association of Glencore
be amended by the deletion of the first
paragraph thereof and the insertion in its
place of the following: "1. The name of the
Company is Glencore Xstrata plc."
3 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional, pursuant to Article
10.2 of the Articles, and in addition to
the amount set out in paragraph (B) of
resolution 1 but in substitution for the
previous authority conferred upon the
Directors under that Article, the Directors
be and are hereby authorised
unconditionally to allot Ordinary Shares or
grant rights to subscribe for or to convert
any security into Ordinary Shares for an
Allotment Period (as defined in the
Articles) commencing on the date of the
passing of this resolution and ending on
the earlier of 30 June 2013 and CONTD
CONT CONTD the conclusion of Glencore's Annual Non-Voting
General Meeting in 2013, and for that
purpose the Authorised Allotment Amount (as
defined in the Articles) shall be USD
41,943,436 and the Rights Issue Allotment
Amount (as defined in the Articles) shall
be USD 41,943,436
4 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional and the passing of
resolution 3, pursuant to Article 10.3 of
the Articles and in substitution for the
previous authority conferred on the
Directors under that Article, the Directors
be and are hereby empowered to allot equity
securities for an Allotment Period (each as
defined in the Articles) commencing on the
date of the passing of this resolution and
ending on the earlier of 30 June 2013 and
the conclusion of Glencore's Annual General
Meeting in 2013 wholly for cash as if
Article 11 of the Articles did not apply to
such allotment and, for the purposes of
Article 10.3(c), the Non-Pre-Emptive Amount
(as defined in the Articles) shall be USD
6,291,516
5 That, subject to the Scheme becoming Mgmt For For
effective, or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional: (A) Glencore be and
is hereby generally and unconditionally
authorised pursuant to Article 57 of the
Companies (Jersey) Law 1991, as amended,
(the "Companies Law") to make market
purchases of Ordinary Shares, provided
that: (i) the maximum number of Ordinary
Shares authorised to be purchased is
1,258,303,058; (ii) the minimum price,
exclusive of any expenses, which may be
paid for an Ordinary Share is USD 0.01;
(iii) the maximum price, exclusive of any
expenses, which may be paid for an Ordinary
Share shall be the higher of: (a) an amount
equal to 5 per cent. above the average of
the middle market quotations for Ordinary
Shares taken from the London Stock Exchange
Daily Official List for CONTD
CONT CONTD the five business days immediately Non-Voting
preceding the day on which such shares are
contracted to be purchased; and (b) the
higher of the price of the last independent
trade and the highest current independent
bid on the London Stock Exchange Daily
Official List at the time that the purchase
is carried out; and (iv) the authority
hereby conferred shall be in substitution
for the previous authority conferred on the
Directors under that Article and shall
expire on the earlier of the conclusion of
Glencore's Annual General Meeting in 2013
and 30 June 2013 (except that Glencore may
make a contract to purchase Ordinary Shares
under this authority CONTD
CONT CONTD before such authority expires, which Non-Voting
will or may be executed wholly or partly
after the expiry of such authority, and may
make purchases of Ordinary Shares in
pursuance of any such contract as if such
authority had not expired); and (B)
Glencore be and is hereby generally and
unconditionally authorised pursuant to
Article 58A of the Companies Law to hold,
if the Directors so desire, as treasury
shares, any Ordinary Shares purchased
pursuant to the authority conferred by (A)
above
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN MEETING TIME FORM 09:30 AM TO
09:00 AM. 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.
--------------------------------------------------------------------------------------------------------------------------
GLENCORE INTERNATIONAL PLC, ST HELIER Agenda Number: 704131515
--------------------------------------------------------------------------------------------------------------------------
Security: G39420107
Meeting Type: OGM
Meeting Date: 20-Nov-2012
Ticker:
ISIN: JE00B4T3BW64
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That: (A) the Merger to be effected Mgmt For For
pursuant to a scheme of arrangement (the
''Scheme'') under Part 26 of the Companies
Act 2006 (the ''Act'') or takeover offer
(the ''Merger Offer'') made by or on behalf
of Glencore for the entire issued and to be
issued share capital of Xstrata,
substantially on the terms and subject to
the conditions set out in the circular to
shareholders of Glencore dated 31 May 2012
(the ''Circular'') outlining the Merger and
the prospectus prepared by Glencore in
connection with the Admission (as defined
below) dated 31 May 2012 (a copy of each of
which is produced to the Adjourned Meeting
and signed for identification purposes by
the chairman of the meeting) be and is
hereby approved and the directors of
Glencore (the ''Directors'') (or any duly
constituted committee thereof) be
authorised to: (I CONTD
CONT CONTD ) take all such steps as may be Non-Voting
necessary or desirable in connection with,
and to implement, the Merger; and (ii)
agree such modifications, variations,
revisions or amendments to the terms and
conditions of the Merger (provided that any
such modifications, variations, revisions
or amendments are not a material change to
the terms of the Merger for the purposes of
Listing Rule 10.5.2), and to any documents
relating thereto, as they may in their
absolute discretion think fit; and (B)
subject to and conditional upon the Scheme
becoming effective (save for any conditions
relating to: (i) the delivery of the orders
of the High Court of Justice in England and
Wales (the ''Court'') sanctioning the
Scheme and confirming the reduction of
capital in Xstrata to the Registrar of
Companies in England and Wales; (ii) CONTD
CONT CONTD registration of such orders by the Non-Voting
Registrar of Companies in England; and
(iii) the UK Listing Authority and the
London Stock Exchange agreeing to admit the
ordinary shares of USD 0.01 each in
Glencore (the ''Ordinary Shares'') to the
Official List and to trading on the main
market of the London Stock Exchange,
respectively (''Admission'')), or, as the
case may be, the Merger Offer becoming or
being declared wholly unconditional (save
for Admission), the Directors be and are
hereby generally and unconditionally
authorised in accordance with article 10.1
of Glencore's articles of association (the
''Articles'') to exercise all powers of
Glencore to allot equity securities (as
defined in the Articles), credited as fully
paid, with authority to deal with
fractional entitlements arising out of such
allotment as it CONTD
CONT CONTD thinks fit and to take all such other Non-Voting
steps as it may deem necessary, expedient
or appropriate to implement such allotment
in connection with the Merger up to an
aggregate nominal amount of USD 56,603,171,
and which authority shall expire on the
date of the annual general meeting in 2013
or on 30 June 2013, whichever is the
earlier (unless previously revoked or
varied by Glencore in general meeting),
save that Glencore may before such expiry
make an offer or agreement which would or
might require relevant securities to be
allotted after such expiry and the
Directors may allot relevant securities in
pursuance of such an offer or agreement as
if the authority conferred hereby had not
expired
2 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional, Glencore's name be
changed to ''Glencore Xstrata plc'' and
that the memorandum of association of
Glencore be amended by the deletion of the
first paragraph thereof and the insertion
in its place of the following: ''1. The
name of the Company is Glencore Xstrata plc
3 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional, pursuant to Article
10.2 of the Articles, and in addition to
the amount set out in paragraph (B) of
resolution 1 but in substitution for the
previous authority conferred upon the
Directors under that Article, the Directors
be and are hereby authorised
unconditionally to allot Ordinary Shares or
grant rights to subscribe for or to convert
any security into Ordinary Shares for an
Allotment Period (as defined in the
Articles) commencing on the date of the
passing of this resolution and ending on
the earlier of 30 June 2013 and the
conclusion of Glencore's Annual General
Meeting in 2013, and for that purpose the
Authorised Allotment Amount (as defined in
the Articles) CONTD
CONT CONTD shall be USD 41,943,436 and the Non-Voting
Rights Issue Allotment Amount (as defined
in the Articles) shall be USD 41,943,436
4 That, subject to the Scheme becoming Mgmt For For
effective or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional and the passing of
resolution 3, pursuant to Article 10.3 of
the Articles and in substitution for the
previous authority conferred on the
Directors under that Article, the Directors
be and are hereby empowered to allot equity
securities for an Allotment Period (each as
defined in the Articles) commencing on the
date of the passing of this resolution and
ending on the earlier of 30 June 2013 and
the conclusion of Glencore's Annual General
Meeting in 2013 wholly for cash as if
Article 11 of the Articles did not apply to
such allotment and, for the purposes of
Article 10.3(c), the Non-Pre-Emptive Amount
(as defined in the Articles) shall be USD
6,291,516
5 That, subject to the Scheme becoming Mgmt For For
effective, or, as the case may be, the
Merger Offer becoming or being declared
wholly unconditional: (A) Glencore be and
is hereby generally and unconditionally
authorised pursuant to Article 57 of the
Companies (Jersey) Law 1991, as amended,
(the ''Companies Law'') to make market
purchases of Ordinary Shares, provided
that: (i) the maximum number of Ordinary
Shares authorised to be purchased is
1,258,303,058; (ii) the minimum price,
exclusive of any expenses, which may be
paid for an Ordinary Share is USD 0.01;
(iii) the maximum price, exclusive of any
expenses, which may be paid for an Ordinary
Share shall be the higher of: (a) an amount
equal to 5 per cent. above the average of
the middle market quotations for Ordinary
Shares taken from the London Stock Exchange
Daily Official List CONTD
CONT CONTD for the five business days Non-Voting
immediately preceding the day on which such
shares are contracted to be purchased; and
(b) the higher of the price of the last
independent trade and the highest current
independent bid on the London Stock
Exchange Daily Official List at the time
that the purchase is carried out; and (iv)
the authority hereby conferred shall be in
substitution for the previous authority
conferred on the Directors under that
Article and shall expire on the earlier of
the conclusion of Glencore's Annual General
Meeting in 2013 and 30 June 2013 (except
that Glencore may make a contract to
purchase Ordinary Shares under this
authority before such authority expires,
which will or may be executed wholly or
partly after the expiry of such authority,
and may make purchases of Ordinary Shares
in pursuance of any CONTD
CONT CONTD such contract as if such authority Non-Voting
had not expired); and (B) Glencore be and
is hereby generally and unconditionally
authorised pursuant to Article 58A of the
Companies Law to hold, if the Directors so
desire, as treasury shares, any Ordinary
Shares purchased pursuant to the authority
conferred by (A) above
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN NUMBERING. 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.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933801905
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508
Meeting Type: Annual
Meeting Date: 06-Jun-2013
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, 2013.
3. A STOCKHOLDER PROPOSAL REGARDING A REPORT Shr Against For
ON LEAD BATTERIES IN GOOGLE'S SUPPLY CHAIN,
IF PROPERLY PRESENTED AT THE MEETING.
4. A STOCKHOLDER PROPOSAL REGARDING EQUAL Shr For Against
SHAREHOLDER VOTING, IF PROPERLY PRESENTED
AT THE MEETING.
5. A STOCKHOLDER PROPOSAL REGARDING EXECUTIVE Shr For Against
STOCK RETENTION, IF PROPERLY PRESENTED AT
THE MEETING.
6. A STOCKHOLDER PROPOSAL REGARDING SUCCESSION Shr For Against
PLANNING, IF PROPERLY PRESENTED AT THE
MEETING.
--------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 933767317
--------------------------------------------------------------------------------------------------------------------------
Security: 406216101
Meeting Type: Annual
Meeting Date: 15-May-2013
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: J.C. GRUBISICH 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.
5. PROPOSAL ON HUMAN RIGHTS POLICY. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
HOLLYFRONTIER CORPORATION Agenda Number: 933765476
--------------------------------------------------------------------------------------------------------------------------
Security: 436106108
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: HFC
ISIN: US4361061082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DOUGLAS Y. BECH Mgmt For For
1B. ELECTION OF DIRECTOR: BUFORD P. BERRY Mgmt For For
1C. ELECTION OF DIRECTOR: LELDON E. ECHOLS Mgmt For For
1D. ELECTION OF DIRECTOR: R. KEVIN HARDAGE Mgmt For For
1E. ELECTION OF DIRECTOR: MICHAEL C. JENNINGS Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT J. KOSTELNIK Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES H. LEE Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT G. MCKENZIE Mgmt For For
1I. ELECTION OF DIRECTOR: FRANKLIN MYERS Mgmt For For
1J. ELECTION OF DIRECTOR: MICHAEL E. ROSE Mgmt For For
1K. ELECTION OF DIRECTOR: TOMMY A. VALENTA Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2013 FISCAL YEAR.
--------------------------------------------------------------------------------------------------------------------------
HONDA MOTOR CO.,LTD. Agenda Number: 704541526
--------------------------------------------------------------------------------------------------------------------------
Security: J22302111
Meeting Type: AGM
Meeting Date: 19-Jun-2013
Ticker:
ISIN: JP3854600008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2 Amend Articles to: Expand Business Lines Mgmt For For
3.1 Appoint a Director Mgmt For For
3.2 Appoint a Director Mgmt For For
3.3 Appoint a Director Mgmt For For
3.4 Appoint a Director Mgmt For For
3.5 Appoint a Director Mgmt For For
3.6 Appoint a Director Mgmt For For
3.7 Appoint a Director Mgmt For For
3.8 Appoint a Director Mgmt For For
3.9 Appoint a Director Mgmt For For
3.10 Appoint a Director Mgmt For For
3.11 Appoint a Director Mgmt For For
3.12 Appoint a Director Mgmt For For
3.13 Appoint a Director Mgmt For For
4 Appoint a Corporate Auditor Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 704486477
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: SGM
Meeting Date: 20-May-2013
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOT THAT THIS IS AN INFORMATION Non-Voting
MEETING ONLY FOR HONG KONG SHAREHOLDERS.
THERE ARE NO VOTABLE RESOLUTIONS. IF YOU
WISH TO ATTEND PLEASE PERSONALLY, YOU MAY
APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
1 To discuss the 2012 results and other Non-Voting
matters of interest
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN INFORMATION MEETING COMMENT.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 704375080
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: AGM
Meeting Date: 24-May-2013
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0402/LTN201304021682.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0402/LTN201304021651.pdf
1 To receive the Annual Report and Accounts Mgmt For For
2012
2 To approve the Directors' Remuneration Mgmt For For
Report for 2012
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 elect J B Comey a Director Mgmt For For
3.e To re-elect J D Coombe a Director Mgmt For For
3.f To re-elect J Faber a Director Mgmt For For
3.g To re-elect R A Fairhead a Director Mgmt For For
3.h To elect R Fassbind a Director Mgmt For For
3.i To re-elect D J Flint a Director Mgmt For For
3.j To re-elect S T Gulliver a Director Mgmt For For
3.k To re-elect J W J Hughes-Hallett a Director Mgmt For For
3.l To re-elect W S H Laidlaw a Director Mgmt For For
3.m To re-elect J P Lipsky a Director Mgmt For For
3.n To re-elect J R Lomax a Director Mgmt For For
3.o To re-elect I J Mackay 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 the Auditor at remuneration to Mgmt For For
be determined by the Group Audit Committee:
KPMG Audit Plc
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 approve general meetings (other than Mgmt For For
annual general meetings) being called on 14
clear days' notice
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN TEXT OF RESOLUTIONS 6, 8,
COMMENT 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.
--------------------------------------------------------------------------------------------------------------------------
INDUSTRIA DE DISENO TEXTIL INDITEX SA Agenda Number: 703950673
--------------------------------------------------------------------------------------------------------------------------
Security: E6282J109
Meeting Type: AGM
Meeting Date: 17-Jul-2012
Ticker:
ISIN: ES0148396015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 100419 DUE TO CHANGE IN VOTING
STATUS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 18 JULY 2012. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 Review and approval, where appropriate, of Mgmt For For
the annual accounts (Balance Sheet, Profit
and Loss Account, Shareholders' Equity
Statement, Cash Flow Statement and Annual
Report) and Management Report of Industria
de Diseno Textil, S.A. (INDITEX, S.A.) for
fiscal year 2011, ended 31st January 2012
2 Review and approval, where appropriate, of Mgmt For For
the annual accounts (Balance Sheet, Profit
and Loss Account, Statement of
Comprehensive Income, Shareholders' Equity
Statement, Cash Flow Statement and Annual
Report) and Management Report of the
consolidated group (Inditex Group) for
fiscal year 2011, ended 31st January 2012
and of the management of the company
3 Distribution of the income or loss of the Mgmt For For
fiscal year and distribution of dividends
4 Re-election of Gartler, S.L. to the Board Mgmt For For
of Directors as proprietary director
5 Ratification and appointment of a director Mgmt For For
as proprietary director
6 Appointment of Auditors for the Company and Mgmt For For
its Group for fiscal years 2012 through
2014, both inclusive
7 Motion to amend the Articles of Mgmt For For
Association: clause 15 (the General
Meeting), clause 17 (Notice. Universal
General Meetings), clause 20
(Representation at the General Meeting),
clause 23 (Passing of Resolutions), clause
28 (Convening and quorum of Board Meetings.
Passing of resolutions), clause 31 (Audit
and Control Committee), clause 32
(Nomination and Remuneration Committee),
clause 40 (Depositing of the accounts) and
clause 42 (Procedure as to liquidation)
8 Motion to amend the General Meeting of Mgmt For For
Shareholders' Regulations: section 4 (The
General Meeting), section 6 (Powers of the
General Meeting), section 8 (Notice),
section 9 (Information available from
notice), section 10 (Right to information
prior to the General Meeting), section 12
(Proxies), section 13 (Proxy solicitation),
section 20 (Speeches and questions by
shareholders), section 22 (Voting of the
proposed resolutions), section 28
(Publicity of the resolutions) and motion
to introduce section 10bis (Electronic
Forum of Shareholders)
9 Authorization to the Board of Directors for Mgmt For For
the derivative acquisition of treasury
stock, superseding the authorization
approved by the Annual General Meeting held
in 2010
10 Approval of the corporate web page Mgmt For For
(www.inditex.com)
11 Consultative vote of the Annual report on Mgmt Against Against
Directors' compensation
12 Information provided to the Annual General Non-Voting
Meeting of Shareholders about the amendment
of the Board of Directors' Regulations
13 Granting of powers for the implementation Mgmt For For
of resolutions
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933744004
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 30-Apr-2013
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: V.M. ROMETTY Mgmt For For
1K. ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1L. ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1M. ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71)
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
(PAGE 72)
4. STOCKHOLDER PROPOSAL FOR DISCLOSURE OF Shr Against For
LOBBYING POLICIES AND PRACTICES (PAGE 73)
5. STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY Shr For Against
WRITTEN CONSENT (PAGE 74)
6. STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD Shr For Against
CHAIR (PAGE 75)
7. STOCKHOLDER PROPOSAL FOR EXECUTIVES TO Shr For Against
RETAIN SIGNIFICANT STOCK (PAGE 76)
--------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA, TORINO/MILANO Agenda Number: 704072519
--------------------------------------------------------------------------------------------------------------------------
Security: T55067101
Meeting Type: EGM
Meeting Date: 29-Oct-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_142562.PDF
1 Amendments to Articles 5 (Share capital), 7 Mgmt For For
(Shareholders' Meeting), 9 (Right to attend
and vote in the Shareholders' Meeting), 10
(Chair and conduct of the Meeting.
Secretary), 13 (Management Board), 15
(Remuneration of members of the Management
Board who are appointed to particular
positions), 16 (Meetings and resolutions of
the Management Board), 17 (Powers of the
Management Board), 18 (Chairman of the
Management Board), 22 (Supervisory Board),
23 (Election of the Supervisory Board), 24
(Meetings and resolutions of the
Supervisory Board), 25 (Competence of the
Supervisory Board), 27 (General Managers),
29 (Savings shares); insertion of the new
Article 36 (Provisions on gender balance in
the structure of the administrative and
control bodies. Additional amendments to
the Articles of Association introduced by
the CONTD
CONT CONTD Shareholders' Meeting on 29 October Non-Voting
2012)
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933745068
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 25-Apr-2013
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: A. EUGENE WASHINGTON Mgmt For For
1L. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
4. SHAREHOLDER PROPOSAL - EXECUTIVES TO RETAIN Shr For Against
SIGNIFICANT STOCK
5. SHAREHOLDER PROPOSAL ON POLITICAL Shr Against For
CONTRIBUTIONS AND CORPORATE VALUES
6. SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD Shr Against For
CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933779728
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 21-May-2013
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 Against Against
1E. ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt Against Against
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 Against Against
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. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. AMENDMENT TO THE FIRM'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO AUTHORIZE
SHAREHOLDER ACTION BY WRITTEN CONSENT
5. REAPPROVAL OF KEY EXECUTIVE PERFORMANCE Mgmt For For
PLAN
6. REQUIRE SEPARATION OF CHAIRMAN AND CEO Shr Against For
7. REQUIRE EXECUTIVES TO RETAIN SIGNIFICANT Shr Against For
STOCK UNTIL REACHING NORMAL RETIREMENT AGE
8. ADOPT PROCEDURES TO AVOID HOLDING OR Shr Against For
RECOMMENDING INVESTMENTS THAT CONTRIBUTE TO
HUMAN RIGHTS VIOLATIONS
9. DISCLOSE FIRM PAYMENTS USED DIRECTLY OR Shr Against For
INDIRECTLY FOR LOBBYING, INCLUDING SPECIFIC
AMOUNTS AND RECIPIENTS' NAMES
--------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC, LONDON Agenda Number: 704485300
--------------------------------------------------------------------------------------------------------------------------
Security: G5256E441
Meeting Type: AGM
Meeting Date: 13-Jun-2013
Ticker:
ISIN: GB0033195214
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the audited accounts for the year Mgmt For For
ended 2 February 2013 together with the
directors' and auditor's report thereon be
received
2 That the directors' remuneration report for Mgmt For For
the year ended 2 February 2013 be approved
3 That a final dividend of 6.37 pence per Mgmt For For
ordinary share be declared for payment on
17 June 2013 to those shareholders on the
register at the close of business on 10 May
2013
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 re-appointed as a Mgmt For For
director of the company
13 That Philippe Tible be appointed as a Mgmt For For
director of the company
14 That Karen Witts be appointed as a director Mgmt For For
of the company
15 That Deloitte LLP be re-appointed as Mgmt For For
auditor of the company to hold office until
the conclusion of the next general meeting
at which accounts are laid before the
company
16 That the Audit committee of the Board be Mgmt For For
authorised to determine the remuneration of
the auditor
17 That in accordance with section 366 of the Mgmt For For
companies Act 2006, Kingfisher PLC and
its subsidiaries are hereby authorised, at
any time during the period for which this
resolution has effect, to: i) make
political donations to political
parties, political organisations other than
political parties and/or independent
election candidates not exceeding GBP
75,000 in total; and ii) incur political
expenditure not exceeding GBP 75,000 in
total, provided that the aggregate amount
of any such donations and expenditure shall
not exceed GBP 75,000 during the period
from the date of this resolution until
the conclusion of the next AGM of the
company or, if earlier, on 1 August
2014. For the purpose of this resolution,
the terms 'political donations',
'political parties', 'independent election
candidates', 'political
organisations' CONTD
CONT CONTD and 'political expenditure' have the Non-Voting
meanings set out in sections 363 to 365 of
the companies Act 2006
18 That the directors be generally and Mgmt For For
unconditionally authorised, pursuant to
section 551 of the companies Act 2006, to
allot shares in the company, and to grant
rights to subscribe for or to convert any
security into shares in the company: i) up
to an aggregate nominal amount of GBP
124,279,699; and ii) comprising equity
securities (as defined in section 560(1) of
the companies Act 2006) up to an aggregate
nominal amount of GBP 248,559,398
(including within such limit any shares
issued or rights granted under paragraph i)
above) in connection with an offer by way
of a rights issue: a) to ordinary
shareholders in proportion (as nearly as
may be practicable) to their existing
holdings; and b) to holders of other equity
securities as required by the rights of
those securities or, if the directors
consider it necessary, as CONTD
CONT CONTD permitted by the rights of those Non-Voting
securities, and so that the directors may
impose any limits or restrictions and make
any arrangements which they consider
necessary or appropriate to deal with
treasury shares, fractional entitlements,
record dates, legal, regulatory or
practical problems in, or under the laws
of, any territory or any other matter. Such
authority shall apply (unless previously
renewed, varied or revoked by the company
in general meeting) until the conclusion of
the next AGM of the company (or if earlier,
until the close of business on 1 August
2014), but in each case, so that the
company may make offers or enter into any
agreements during this period which would
or might require relevant securities to be
allotted or rights to subscribe for or
convert any security shares into shares to
be granted, CONTD
CONT CONTD after expiry of this authority and Non-Voting
the directors may allot relevant securities
and grant such rights in pursuance of that
offer or agreement as if this authority had
not expired
19 That subject to the passing of resolution Mgmt For For
18, the directors be and are hereby
generally and unconditionally empowered
pursuant to section 570 of the companies
Act 2006 to allot equity securities (as
defined in section 560(2) of the companies
Act 2006) for cash under the authority
given by that resolution and/or where the
allotment is treated as an allotment of
equity securities under section 560(3) of
the companies Act 2006, as if section 561
of the companies Act 2006 did not apply to
such allotment, provided that this power
shall be limited: i) to the allotment of
equity securities in connection with an
offer of equity securities (but in case of
the authority granted under paragraph ii)
of resolution 18), by way of a rights issue
only); a) to ordinary shareholders in
proportion (as nearly may be practicable)
to their CONTD
CONT CONTD respective existing holdings; and b) Non-Voting
to holders of other equity securities, as
required by the rights of those securities
or, as the directors otherwise consider
necessary, ii) in the case of the authority
granted under paragraph i) of resolution
18, to the allotment (otherwise than under
paragraph i) above) of equity securities up
to a nominal value of GBP 18,641,954 and so
that the directors may impose any limits or
restrictions and make any arrangements
which they consider necessary or
appropriate to deal with treasury shares,
fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of, any territory or any
other matter. Such authorities shall apply
until the conclusion of the next AGM (or if
earlier, the close of business on 1 August
2014) but in each case, so that CONTD
CONT CONTD the company may make offers or enter Non-Voting
into any agreements during the period which
would or might require equity securities to
be allotted after the expiry of this
authority and the directors may allot
equity securities in pursuance of that
offer or agreement as if this authority had
not expired
20 That the company be generally and Mgmt For For
unconditionally authorised to make market
purchases (within the meaning of section
693(4) of the companies Act 2006) of its
ordinary shares of 155/7 pence each in the
capital of the company provided that: i)
the maximum number of ordinary shares which
may be purchased is 237,261,243 being just
under 10% of the company's issued share
capital as at 12 April 2013; ii) the
minimum price (exclusive of stamp duty and
expenses) which may be paid for an ordinary
share is 155/7 pence; iii) the maximum
price (exclusive of stamp duty and
expenses) which may be paid for each
ordinary share is the higher of: a) an
amount equal to 105% of the average of the
middle market quotations of an ordinary
share of the company as derived from the
London Stock Exchange daily official List
for the five business CONTD
CONT CONTD days immediately prior to the day on Non-Voting
which the ordinary share is contracted to
be purchased; and b) an amount equal to the
higher of the price of the last independent
trade of an ordinary share and the highest
current independent bid for an ordinary
share as stipulated by Article 5(1) of the
Buy Back and Stabilisation Regulations 2003
(in each case exclusive of expenses); and
iv) the authority shall expire at the
conclusion of next year's AGM (or, if
earlier, on 1 August 2014); and v) a
contract to purchase ordinary shares under
this authority may be made prior to the
expiry of this authority, and concluded in
whole or in part after the expiry of this
authority
21 That a general meeting other than an annual Mgmt For For
general meeting may be called on not less
than 14 clear days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION OF TEXT IN RESOLUTION 10. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KRAFT FOODS GROUP, INC. Agenda Number: 933755499
--------------------------------------------------------------------------------------------------------------------------
Security: 50076Q106
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: KRFT
ISIN: US50076Q1067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ABELARDO E. BRU Mgmt For For
1B. ELECTION OF DIRECTOR: JEANNE P. JACKSON Mgmt For For
1C. ELECTION OF DIRECTOR: E. FOLLIN SMITH Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF AN Mgmt 1 Year For
EXECUTIVE COMPENSATION VOTE.
4. APPROVAL OF THE MATERIAL TERMS FOR Mgmt For For
PERFORMANCE-BASED AWARDS UNDER THE KRAFT
FOODS GROUP, INC. 2012 PERFORMANCE
INCENTIVE PLAN.
5. RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2013.
6. SHAREHOLDER PROPOSAL: LABEL GENETICALLY Shr Against For
ENGINEERED PRODUCTS.
--------------------------------------------------------------------------------------------------------------------------
LINDE AG, MUENCHEN Agenda Number: 704513870
--------------------------------------------------------------------------------------------------------------------------
Security: D50348107
Meeting Type: AGM
Meeting Date: 29-May-2013
Ticker:
ISIN: DE0006483001
--------------------------------------------------------------------------------------------------------------------------
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 08.05.2013, 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
14.05.2013. 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 financial statements Non-Voting
and annual report for the 2012 financial
year with the report of the Supervisory
Board, the group financial statements, the
group annual report, and the report
pursuant to Sections 289(4) and 315(4) of
the German Commercial Code
2. Resolution on the appropriation of the Mgmt For For
distributable profit of EUR 500,010,213.60
as follows: Payment of a dividend of EUR
2.70 per no-par share Ex-dividend and
payable date: May 30, 2013
3. Ratification of the acts of the Board of Mgmt For For
MDs
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of auditors for the 2013 Mgmt For For
financial year: KPMG AG
Wirtschaftsprufungsgesellschaft, Berlin
6. Resolution on the revocation of the Mgmt For For
existing authorized capital I, the creation
of a new authorized capital I, and the
corresponding amendment to the articles of
association. The existing authorized
capital I shall be revoked. The Board of
MDs shall be authorized, with the consent
of the Supervisory Board, to increase the
share capital by up to EUR 47,000,000
through the issue of up to 18,359.375 new
bearer no-par shares against contributions
in cash and/or kind, on or before May 28,
2018 (authorized capital I). Shareholders
shall be granted subscription rights except
for residual amounts, for the granting of
such rights to holders of option or
conversion rights, for a capital increase
of up to 10 pct. of the share capital
against contributions in cash if the shares
are issued at a price not materially below
their market price, for the issue of shares
against contributions in kind, and for the
issue of employee shares of up to EUR
3,500,000
7. Resolution on the authorization to issue Mgmt For For
convertible and/or warrant bonds, the
creation of contingent capital, and the
corresponding amendment to the articles of
association. The existing authorization
given by the shareholder's meeting of May
4, 2010, to issue bonds and create
contingent capital shall be revoked. The
Board of MDs shall be authorized, with the
consent of the Supervisory Board, to issue
bearer or registered bonds of up to EUR
3,500,000,000 conferring conversion and/or
option rights for shares of the company, on
or before May 28, 2018. Shareholders shall
be granted subscription rights except for
residual amounts, for the issue of bonds
conferring conversion and/or option rights
for shares of the company of up to 10 pct.
of the share capital at a price not
materially below their theoretical market
value, and for the granting of such rights
to holders of conversion or option rights.
The company's share capital shall be
increased accordingly by up to EUR
47,000,000 through the issue of up to
18,359,375 new no-par shares, insofar as
conversion and/or option rights are
exercised (contingent capital 2013)
8. Resolution on the revocation of the Mgmt For For
existing contingent capital 2002 and the
corresponding amendment to the articles of
association
9.1 Elections to the Supervisory Board: Mgmt For For
Ann-Kristin Achleitner
9.2 Elections to the Supervisory Board: Clemens Mgmt For For
Boersig
9.3 Elections to the Supervisory Board: Michael Mgmt Against Against
Diekmann
9.4 Elections to the Supervisory Board: Franz Mgmt For For
Fehrenbach
9.5 Elections to the Supervisory Board: Mgmt For For
Klaus-Peter Mueller
9.6 Elections to the Supervisory Board: Manfred Mgmt For For
Schneider
9.7 Elections to the Supervisory Board, Mgmt For For
Substitute member: Mathias Otto
9.8 Elections to the Supervisory Board, Mgmt For For
Substitute member: Guenter Hugger
10.1 Resolution on further amendments of the Mgmt For For
Articles of Association: Resolution on the
amendment of number 2.1 of the Articles of
Association (Object of the Company)
10.2 Resolution on further amendments of the Mgmt For For
Articles of Association: Resolution on the
amendment of number 7.1 of the Articles of
Association (Composition of the Supervisory
Board)
10.3 Resolution on further amendments of the Mgmt For For
Articles of Association: Resolution on the
amendment of number 11 of the Articles of
Association (Remuneration of the
Supervisory Board)
10.4 Resolution on further amendments of the Mgmt For For
Articles of Association: Resolution on the
amendment of number 17.1 of the Articles of
Association (Announcements of the Company)
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON SA, PARIS Agenda Number: 704323118
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 18-Apr-2013
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 THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
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
013/0313/201303131300596.pdf PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ARTICLE NUMBER IN RESOLUTION E.24 AND
ADDITION OF URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0329/201303291300933.pdf. 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.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Approval of the regulated agreements Mgmt Against Against
O.4 Allocation of income and distribution of Mgmt For For
the dividend
O.5 Renewal of term of Mr. Bernard Arnault as Mgmt Against Against
Board member
O.6 Renewal of term of Mrs. Bernadette Chirac Mgmt For For
as Board member
O.7 Renewal of term of Mr. Nicholas Clive Worms Mgmt For For
as Board member
O.8 Renewal of term of Mr. Charles de Croisset Mgmt For For
as Board member
O.9 Renewal of term of Mr. Francesco Trapani as Mgmt For For
Board member
O.10 Renewal of term of Mr. Hubert Vedrine as Mgmt For For
Board member
O.11 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
E.12 Authorization to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of shares
E.13 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase capital
by incorporation of reserves, profits,
premiums or other amounts
E.14 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase share
capital while maintaining preferential
subscription rights
E.15 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to increase share
capital without preferential subscription
rights by public offering
E.16 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to increase share
capital without preferential subscription
rights through an offer as private
placement to qualified investors or a
limited group of investors
E.17 Authorization to be granted to the Board of Mgmt Against Against
Directors to set the issue price of shares
and/or securities giving access to capital
according to specific terms within the
limit of 10% of capital per year, in case
of share capital increase via an issuance
without preferential subscription rights to
shares
E.18 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to increase the
amount of issuances in case of surplus
demands
E.19 Delegation of authority to be granted to Mgmt Against Against
the Board of Directors to increase capital
in the context of a public exchange offer
E.20 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase capital,
in consideration for in-kind contributions
E.21 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase capital
with cancellation of preferential
subscription rights in favor of employees
of the Group
E.22 Setting an overall ceiling for capital Mgmt For For
increases decided in accordance with the
delegations of authority
E.23 Authorization to be granted to the Board of Mgmt Against Against
Directors to allocate free shares to
employees and corporate officers of the
Group
E.24 Amendment to the Bylaws: 18 and 19 Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 933817011
--------------------------------------------------------------------------------------------------------------------------
Security: N53745100
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: LYB
ISIN: NL0009434992
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
JACQUES AIGRAIN Mgmt For For
SCOTT M. KLEINMAN Mgmt For For
BRUCE A. SMITH Mgmt For For
2. ADOPTION OF ANNUAL ACCOUNTS FOR 2012 Mgmt For For
3. DISCHARGE FROM LIABILITY OF SOLE MEMBER OF Mgmt For For
THE MANAGEMENT BOARD
4. DISCHARGE FROM LIABILITY OF MEMBERS OF THE Mgmt For For
SUPERVISORY BOARD
5. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
6. APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
ACCOUNTANTS N.V. AS OUR AUDITOR FOR THE
DUTCH ANNUAL ACCOUNTS
7. APPROVAL OF COMPENSATION OF THE MEMBERS OF Mgmt For For
THE SUPERVISORY BOARD
8. RATIFICATION AND APPROVAL OF DIVIDENDS IN Mgmt For For
RESPECT OF THE 2012 FISCAL YEAR
9. ADVISORY VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
10. APPROVAL TO REPURCHASE UP TO 10% OF ISSUED Mgmt For For
SHARE CAPITAL
11. APPROVAL TO CANCEL UP TO 10% OF SHARE Mgmt For For
CAPITAL HELD IN TREASURY
12. APPROVAL TO AMEND ARTICLES OF ASSOCIATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MACY'S INC. Agenda Number: 933789591
--------------------------------------------------------------------------------------------------------------------------
Security: 55616P104
Meeting Type: Annual
Meeting Date: 17-May-2013
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 1,
2014.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933781999
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1D. ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2013.
4. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING AN ANNUAL REPORT ON EXECUTIVE
COMPENSATION, IF PRESENTED.
5. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr For Against
REQUESTING AN EXECUTIVE STOCK RETENTION
POLICY, IF PRESENTED.
6. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING A HUMAN RIGHTS REPORT, IF
PRESENTED.
7. ADVISORY VOTE ON A SHAREHOLDER PROPOSAL Shr Against For
REQUESTING A NUTRITION REPORT, IF
PRESENTED.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933691784
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 28-Nov-2012
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: MARIA M. KLAWE Mgmt For For
5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO Mgmt For For
6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
7. ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
8. ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
9. ELECTION OF DIRECTOR: JOHN W. THOMPSON Mgmt For For
10. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Mgmt For For
COMPENSATION (THE BOARD RECOMMENDS A VOTE
FOR THIS PROPOSAL)
11. APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN Mgmt For For
(THE BOARD RECOMMENDS A VOTE FOR THIS
PROPOSAL)
12. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
OUR INDEPENDENT AUDITOR FOR FISCAL YEAR
2013 (THE BOARD RECOMMENDS A VOTE FOR THIS
PROPOSAL)
13. SHAREHOLDER PROPOSAL - ADOPT CUMULATIVE Shr Against For
VOTING (THE BOARD RECOMMENDS A VOTE AGAINST
THIS PROPOSAL)
--------------------------------------------------------------------------------------------------------------------------
MONDELEZ INTL, INC Agenda Number: 933759625
--------------------------------------------------------------------------------------------------------------------------
Security: 609207105
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: MDLZ
ISIN: US6092071058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1B. ELECTION OF DIRECTOR: LEWIS W.K. BOOTH Mgmt For For
1C. ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1D. ELECTION OF DIRECTOR: MARK D. KETCHUM Mgmt For For
1E. ELECTION OF DIRECTOR: JORGE S. MESQUITA Mgmt For For
1F. ELECTION OF DIRECTOR: FREDRIC G. REYNOLDS Mgmt For For
1G. ELECTION OF DIRECTOR: IRENE B. ROSENFELD Mgmt For For
1H. ELECTION OF DIRECTOR: PATRICK T. SIEWERT Mgmt For For
1I. ELECTION OF DIRECTOR: RUTH J. SIMMONS Mgmt For For
1J ELECTION OF DIRECTOR: RATAN N. TATA Mgmt For For
1K ELECTION OF DIRECTOR: J.F. VAN BOXMEER Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT AUDITORS FOR 2013
4. SHAREHOLDER PROPOSAL: REPORT ON EXTENDED Shr Against For
PRODUCER RESPONSIBILITY
5 SHAREHOLDER PROPOSAL: SUSTAINABILITY REPORT Shr Abstain Against
ON GENDER EQUALITY IN THE COMPANY'S SUPPLY
CHAIN
--------------------------------------------------------------------------------------------------------------------------
MONSANTO COMPANY Agenda Number: 933717920
--------------------------------------------------------------------------------------------------------------------------
Security: 61166W101
Meeting Type: Annual
Meeting Date: 31-Jan-2013
Ticker: MON
ISIN: US61166W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID L. CHICOINE, Mgmt For For
PH.D.
1B. ELECTION OF DIRECTOR: ARTHUR H. HARPER Mgmt For For
1C. ELECTION OF DIRECTOR: GWENDOLYN S. KING Mgmt For For
1D. ELECTION OF DIRECTOR: JON R. MOELLER Mgmt For For
2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL 2013.
3. ADVISORY, (NON-BINDING) VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION.
4. APPROVAL OF AMENDMENT TO THE AMENDED AND Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION OF
THE COMPANY TO DECLASSIFY THE BOARD.
5. SHAREOWNER PROPOSAL REQUESTING A REPORT ON Shr Against For
CERTAIN MATTERS RELATED TO GMO PRODUCTS.
--------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG Agenda Number: 704323384
--------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: AGM
Meeting Date: 25-Apr-2013
Ticker:
ISIN: DE0008430026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. Please also be aware that although
some issuers permit the deregistration of
shares at deregistration date, some shares
may remain registered up until meeting
date. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 Non-Voting
APR 2013. 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.a Submission of the report of the Supervisory Non-Voting
Board and the corporate governance report
including the remuneration report for the
financial year 2012
1.b Submission of the adopted Company financial Non-Voting
statements and management report for the
financial year 2012, the approved
consolidated financial statements and
management report for the Group for the
financial year 2012, and the explanatory
report on the information in accordance
with Sections 289 PARA. 4 and 315 PARA. 4
of the German Commercial Code
2. Resolution on the appropriation of the net Mgmt No vote
retained profits from the financial year
2012
3. Resolution to approve the actions of the Mgmt No vote
Board of Management
4. Resolution to approve the actions of the Mgmt No vote
Supervisory Board
5. Resolution to approve the remuneration Mgmt No vote
system for the Board of Management
6. Resolution to appoint a member of the Mgmt No vote
Supervisory Board: Prof. Dr. Dr.
Ann-Kristin Achleitner
7. Resolution to amend Article 15 of the Mgmt No vote
Articles of Association (remuneration of
the Supervisory Board)
8. Resolution to cancel the existing Mgmt No vote
authorisation for increasing the share
capital under "Authorised Capital Increase
2009", to replace this with a new
authorisation "Authorised Capital Increase
2013", and to amend Article 4 of the
Articles of Association
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 703914196
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 30-Jul-2012
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Annual Report and Accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To elect Sir Peter Gershon Mgmt For For
4 To re-elect Steve Holliday Mgmt For For
5 To re-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 elect Nora Brownell Mgmt For For
12 To elect Paul Golby Mgmt For For
13 To elect Ruth Kelly Mgmt For For
14 To re-elect Maria Richter Mgmt For For
15 To re-elect George Rose Mgmt For For
16 To reappoint the auditors Mgmt For For
PricewaterhouseCoopers LLP
17 To authorise the Directors to set the Mgmt For For
auditors' remuneration
18 To approve the Directors Remuneration Mgmt For For
Report
19 To authorise the Directors to allot Mgmt For For
ordinary shares
20 To disapply pre-emption rights Mgmt For For
21 To authorise the Company to purchase its Mgmt For For
own ordinary shares
22 To authorise the Directors to hold general Mgmt For For
meetings on 14 clear days' notice
23 To amend the existing Articles of Mgmt For For
Association
--------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 704321532
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 11-Apr-2013
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
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 151749,
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 the Annual Report, the Mgmt For For
financial statements of Nestle S.A. and the
consolidated financial statements of the
Nestle Group for 2012
1.2 Acceptance of the Compensation Report 2012 Mgmt For For
(advisory vote)
2 Release of the members of the Board of Mgmt For For
Directors and of the Management
3 Appropriation of profits resulting from the Mgmt For For
balance sheet of Nestle S.A. (proposed
dividend) for the financial year 2012
4.1.1 Re-elections to the Board of Directors: Mr. Mgmt For For
Peter Brabeck-Letmathe
4.1.2 Re-elections to the Board of Directors: Mr. Mgmt For For
Steven G. Hoch
4.1.3 Re-elections to the Board of Directors: Ms. Mgmt For For
Titia de Lange
4.1.4 Re-elections to the Board of Directors: Mr. Mgmt For For
Jean-Pierre Roth
4.2 Election to the Board of Directors Ms. Eva Mgmt For For
Cheng
4.3 Re-election of the statutory auditors KPMG Mgmt For For
SA, Geneva branch
CMMT IN THE EVENT OF A NEW OR MODIFIED PROPOSAL Non-Voting
BY A SHAREHOLDER DURING THE GENERAL
MEETING, I INSTRUCT THE INDEPENDENT
REPRESENTATIVE TO VOTE ACCORDING TO THE
FOLLOWING INSTRUCTION: 1 OPTION EITHER 5.A,
5.B OR 5.C NEED TO BE INSTRUCTED (WITH YES)
TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE
IN THE EVENT OF NEW OR MODIFIED PROPOSALS
5.A MANAGEMENT RECOMMENDS A FOR VOTE ON THIS Shr No vote
PROPOSAL: Vote in accordance with the
proposal of the Board of Directors
5.B Vote against the proposal of the Board of Shr No vote
Directors
5.C Abstain Shr For Against
--------------------------------------------------------------------------------------------------------------------------
NETFLIX, INC. Agenda Number: 933801789
--------------------------------------------------------------------------------------------------------------------------
Security: 64110L106
Meeting Type: Annual
Meeting Date: 07-Jun-2013
Ticker: NFLX
ISIN: US64110L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
TIMOTHY M. HALEY Mgmt Withheld Against
ANN MATHER Mgmt Withheld Against
LESLIE KILGORE Mgmt Withheld Against
2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2013.
3. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
4. CONSIDERATION OF A STOCKHOLDER PROPOSAL TO Shr For Against
REPEAL THE COMPANY'S CLASSIFIED BOARD, IF
PROPERLY PRESENTED AT THE MEETING.
5. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING MAJORITY VOTING IN UNCONTESTED
DIRECTOR ELECTIONS, IF PROPERLY PRESENTED
AT THE MEETING.
6. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING AN INDEPENDENT BOARD CHAIR, IF
PROPERLY PRESENTED AT THE MEETING.
7. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr Against For
REGARDING PROXY ACCESS FOR SHAREHOLDERS, IF
PROPERLY PRESENTED AT THE MEETING.
8. CONSIDERATION OF A STOCKHOLDER PROPOSAL Shr For Against
REGARDING SIMPLE MAJORITY VOTE RIGHT, IF
PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933673471
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103
Meeting Type: Annual
Meeting Date: 20-Sep-2012
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 TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION.
3. TO AMEND THE ARTICLES OF INCORPORATION TO Mgmt For For
INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK.
4. TO RE-APPROVE AND AMEND THE NIKE, INC. Mgmt For For
LONG-TERM INCENTIVE PLAN.
5. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
6. TO CONSIDER A SHAREHOLDER PROPOSAL Shr Against For
REGARDING POLITICAL CONTRIBUTIONS
DISCLOSURE.
--------------------------------------------------------------------------------------------------------------------------
NOVO NORDISK A/S, BAGSVAERD Agenda Number: 704278476
--------------------------------------------------------------------------------------------------------------------------
Security: K7314N152
Meeting Type: AGM
Meeting Date: 20-Mar-2013
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 2012 Mgmt For For
3.1 Approve remuneration of directors for 2012 Mgmt For For
in the aggregate amount of DKK 9.4 million
3.2 Approve remuneration of directors for 2013 Mgmt For For
in the amount of DKK 1.5 million for
chairman, DKK 1 million for vice chairman,
and base amount of DKK 500,000 for other
members approve remuneration for committee
work
4 Approve allocation of income and dividends Mgmt For For
of DKK 18 per share
5.1 The Board of Directors proposes election of Mgmt For For
Goran Ando as chairman
5.2 The Board of Directors proposes election of Mgmt For For
Jeppe Christiansen as vice chairman
5.3.a Election of other members to the Board of Mgmt For For
Directors: Bruno Angelici
5.3.b Election of other members to the Board of Mgmt For For
Directors: Henrik Gurtler
5.3.c Election of other members to the Board of Mgmt For For
Directors: Liz Hewitt
5.3.d Election of other members to the Board of Mgmt For For
Directors: Thomas Paul Koestler
5.3.e Election of other members to the Board of Mgmt For For
Directors: Hannu Ryopponen
6 Re-appointment of PricewaterhouseCoopers as Mgmt For For
auditor
7.1 Proposals from the Board of Directors: Mgmt For For
Reduction of the Company's B share capital
from DKK 452,512,800 to DKK 442,512,800
7.2 Proposals from the Board of Directors: Mgmt For For
approve creation of up to DKK 78 million
pool of capital with or without pre-emptive
rights
7.3 Proposals from the Board of Directors: Mgmt For For
Authorisation of the Board of Directors to
allow the Company to repurchase own shares
7.4 Proposals from the Board of Directors: Mgmt For For
Adoption of revised Remuneration Principles
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTIONS 3.1, 3.2, 4
AND 7.2. 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.
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933771063
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 03-May-2013
Ticker: OXY
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt Against Against
1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS Mgmt Against Against
1C. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt For For
1D. ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt Against Against
1E. ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt For For
1F. ELECTION OF DIRECTOR: MARGARET M. FORAN Mgmt Against Against
1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1H. ELECTION OF DIRECTOR: RAY R. IRANI Mgmt Against Against
1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt Against Against
1J. ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt Against Against
2. ADVISORY VOTE APPROVING EXECUTIVE Mgmt Against Against
COMPENSATION
3. RATIFICATION OF SELECTION OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS
4. STOCKHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shr For Against
--------------------------------------------------------------------------------------------------------------------------
OLD MUTUAL PLC, LONDON Agenda Number: 704386007
--------------------------------------------------------------------------------------------------------------------------
Security: G67395114
Meeting Type: AGM
Meeting Date: 09-May-2013
Ticker:
ISIN: GB00B77J0862
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the report and Mgmt For For
accounts for the year ended 31 December
2012
2 To declare a final dividend of 5.25p per Mgmt For For
ordinary share in the capital of the
Company on the register at the close of
business on 26 April 2013
3i To elect Ms. D Gray as a director Mgmt For For
3ii To re-elect Mr. M Arnold as a director Mgmt For For
3iii To re-elect Mr. P Broadley as a director Mgmt For For
3iv To re-elect Mr. A Gillespie as a director Mgmt For For
3v To re-elect Mr. R Khoza as a director Mgmt For For
3vi To re-elect Mr. R Marshall as a director Mgmt For For
3vii To re-elect Mr. B Nqwababa as a director Mgmt For For
3viii To re-elect Ms. N Nyembezi-Heita as a Mgmt For For
director
3ix To re-elect Mr. P O'Sullivan as a director Mgmt For For
3x To re-elect Mr. J Roberts as a director Mgmt For For
4 To re-appoint KPMG Audit Plc as auditors Mgmt For For
5 To authorise the Group Audit Committee to Mgmt For For
settle the auditors' remuneration
6 To approve the Remuneration Report Mgmt For For
7 To grant authority to allot shares Mgmt For For
8 To grant authority to disapply pre-emption Mgmt For For
rights in allotting certain equity
securities and selling treasury shares
9 To grant authority to repurchase shares by Mgmt For For
market purchase
10 To approve contingent purchase contracts Mgmt For For
relating to purchases of shares on the JSE
Limited and on the Malawi, Namibian and
Zimbabwe Stock Exchanges
11 To approve amendments to the Company's Mgmt For For
Articles of Association: Article 133(A)
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
CHANGE IN TEXT OF RESOLUTIONS 2 AND 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.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933690302
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 07-Nov-2012
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 Withheld Against
GEORGE H. CONRADES Mgmt Withheld Against
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 Withheld Against
2 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION.
3 APPROVAL OF INCREASE IN SHARES UNDER THE Mgmt For For
DIRECTORS' STOCK PLAN.
4 RATIFICATION OF THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
5 STOCKHOLDER PROPOSAL REGARDING MULTIPLE Shr For Against
PERFORMANCE METRICS.
6 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT Shr For Against
BOARD CHAIRMAN.
7 STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
RETENTION POLICY.
8 STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
ACCELERATION UPON A CHANGE IN CONTROL OF
ORACLE.
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933743090
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 25-Apr-2013
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: SUZANNE NORA JOHNSON Mgmt For For
1K ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M 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 2013
3 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Mgmt For For
4 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE Shr For Against
EQUITY RETENTION
5 SHAREHOLDER PROPOSAL REGARDING ACTION BY Shr For Against
WRITTEN CONSENT
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933754182
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 08-May-2013
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: ANDRE CALANTZOPOULOS Mgmt For For
1D. ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1E. ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For
1F. ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1G. ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For
1H. ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt For For
1I. ELECTION OF DIRECTOR: KALPANA MORPARIA Mgmt For For
1J. ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1K. ELECTION OF DIRECTOR: ROBERT B. POLET Mgmt For For
1L. ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1M. ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT AUDITORS
3. ADVISORY RESOLUTION APPROVING EXECUTIVE Mgmt For For
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
PHILLIPS 66 Agenda Number: 933753560
--------------------------------------------------------------------------------------------------------------------------
Security: 718546104
Meeting Type: Annual
Meeting Date: 08-May-2013
Ticker: PSX
ISIN: US7185461040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GREG C. GARLAND Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN E. LOWE Mgmt For For
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR PHILLIPS 66 FOR
2013.
3. PROPOSAL TO APPROVE ADOPTION OF THE 2013 Mgmt For For
OMNIBUS STOCK AND PERFORMANCE INCENTIVE
PLAN OF PHILLIPS 66.
4. SAY ON PAY - AN ADVISORY VOTE ON THE Mgmt For For
APPROVAL OF EXECUTIVE COMPENSATION.
5. SAY WHEN ON PAY - AN ADVISORY VOTE ON THE Mgmt 1 Year For
FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
PPG INDUSTRIES, INC. Agenda Number: 933737643
--------------------------------------------------------------------------------------------------------------------------
Security: 693506107
Meeting Type: Annual
Meeting Date: 18-Apr-2013
Ticker: PPG
ISIN: US6935061076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
JAMES G. BERGES Mgmt For For
JOHN V. FARACI Mgmt For For
VICTORIA F. HAYNES Mgmt For For
MARTIN H. RICHENHAGEN Mgmt For For
2 PROPOSAL TO APPROVE THE COMPENSATION OF THE Mgmt For For
COMPANY'S NAMED EXECUTIVE OFFICERS.
3 PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For
COMPANY'S ARTICLES OF INCORPORATION TO
PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS.
4 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2013.
5 SHAREHOLDER PROPOSAL TO ADOPT A SIMPLE Shr For Against
MAJORITY VOTE.
--------------------------------------------------------------------------------------------------------------------------
PPL CORPORATION Agenda Number: 933772798
--------------------------------------------------------------------------------------------------------------------------
Security: 69351T106
Meeting Type: Annual
Meeting Date: 15-May-2013
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
PHILIP G. COX 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 H. WILLIAMSON Mgmt For For
2 APPROVAL OF AMENDMENT TO PPL CORPORATION'S Mgmt For For
ARTICLES OF INCORPORATION TO IMPLEMENT
MAJORITY VOTE STANDARD IN UNCONTESTED
ELECTIONS OF DIRECTORS
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 - REQUEST FOR POLITICAL Shr Against For
SPENDING REPORT
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 704408978
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 16-May-2013
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Directors' Report and the Mgmt For For
Financial Statements
2 To approve the Directors' Remuneration Mgmt For For
Report
3 To declare a final dividend of 20.79 pence Mgmt For For
per ordinary share of the Company
4 To elect Mr Philip Remnant as a director Mgmt For For
5 To re-elect Sir Howard Davies as a director Mgmt For For
6 To re-elect Mr Robert Devey as a director Mgmt For For
7 To re-elect Mr John Foley as a director Mgmt For For
8 To re-elect Mr Michael Garrett as a Mgmt For For
director
9 To re-elect Ms Ann Godbehere as a director Mgmt For For
10 To re-elect Mr Alexander Johnston as a Mgmt For For
director
11 To re-elect Mr Paul Manduca as a director Mgmt For For
12 To re-elect Mr Michael McLintock as a Mgmt For For
director
13 To re-elect Mr Kaikhushru Nargolwala as a Mgmt For For
director
14 To re-elect Mr Nicolaos Nicandrou as a Mgmt For For
director
15 To re-elect Mr Barry Stowe as a director Mgmt For For
16 To re-elect Mr Tidjane Thiam as a director Mgmt For For
17 To re-elect Lord Turnbull as a director Mgmt For For
18 To re-elect Mr Michael Wells as a director Mgmt For For
19 To re-appoint KPMG Audit Plc as auditor Mgmt For For
20 To authorise the directors to determine the Mgmt For For
amount of the auditor's remuneration
21 Renewal of authority to make political Mgmt For For
donations
22 Renewal of authority to allot ordinary Mgmt For For
shares
23 Extension of authority to allot ordinary Mgmt For For
shares to include repurchased shares
24 Adoption of the rules of the Prudential Mgmt For For
2013 Savings-Related Share Option Scheme
25 Adoption of the Prudential Long Term Mgmt For For
Incentive Plan
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 Renewal of authority in respect of notice Mgmt For For
for general meetings
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 933726397
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 05-Mar-2013
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BARBARA T. ALEXANDER Mgmt For For
1B ELECTION OF DIRECTOR: DONALD G. CRUICKSHANK Mgmt For For
1C ELECTION OF DIRECTOR: RAYMOND V. DITTAMORE Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS W. HORTON Mgmt For For
1F ELECTION OF DIRECTOR: PAUL E. JACOBS Mgmt For For
1G ELECTION OF DIRECTOR: SHERRY LANSING Mgmt For For
1H ELECTION OF DIRECTOR: DUANE A. NELLES Mgmt For For
1I ELECTION OF DIRECTOR: FRANCISCO ROS Mgmt For For
1J ELECTION OF DIRECTOR: BRENT SCOWCROFT Mgmt For For
1K ELECTION OF DIRECTOR: MARC I. STERN Mgmt For For
02 TO APPROVE THE 2006 LONG-TERM INCENTIVE Mgmt For For
PLAN, AS AMENDED, WHICH INCLUDES AN
INCREASE IN THE SHARE RESERVE BY 90,000,000
SHARES.
03 TO RATIFY THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR
FISCAL YEAR ENDING SEPTEMBER 29, 2013.
04 ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION Agenda Number: 933767076
--------------------------------------------------------------------------------------------------------------------------
Security: 7591EP100
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: RF
ISIN: US7591EP1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GEORGE W. BRYAN Mgmt For For
1B. ELECTION OF DIRECTOR: CAROLYN H. BYRD Mgmt For For
1C. ELECTION OF DIRECTOR: DAVID J. COOPER, SR. Mgmt For For
1D. ELECTION OF DIRECTOR: DON DEFOSSET Mgmt For For
1E. ELECTION OF DIRECTOR: ERIC C. FAST Mgmt For For
1F. ELECTION OF DIRECTOR: O.B. GRAYSON HALL, Mgmt For For
JR.
1G. ELECTION OF DIRECTOR: JOHN D. JOHNS Mgmt For For
1H. ELECTION OF DIRECTOR: CHARLES D. MCCRARY Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES R. MALONE Mgmt For For
1J. ELECTION OF DIRECTOR: RUTH ANN MARSHALL Mgmt For For
1K. ELECTION OF DIRECTOR: SUSAN W. MATLOCK Mgmt For For
1L. ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR. Mgmt For For
1M. ELECTION OF DIRECTOR: JOHN R. ROBERTS Mgmt For For
1N. ELECTION OF DIRECTOR: LEE J. STYSLINGER III Mgmt For For
2. NONBINDING STOCKHOLDER APPROVAL OF Mgmt For For
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE REGIONS FINANCIAL Mgmt For For
CORPORATION EXECUTIVE INCENTIVE PLAN.
4. RATIFICATION OF SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
5. STOCKHOLDER PROPOSAL REGARDING POSTING A Shr Against For
REPORT, UPDATED SEMI-ANNUALLY, OF POLITICAL
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL Agenda Number: 704258537
--------------------------------------------------------------------------------------------------------------------------
Security: H69293217
Meeting Type: AGM
Meeting Date: 05-Mar-2013
Ticker:
ISIN: CH0012032048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THESE SHARES HAVE NO Non-Voting
VOTING RIGHTS, SHOULD YOU WISH TO ATTEND
THE MEETING PERSONALLY, YOU MAY APPLY FOR
AN ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
1.1 Accept Financial Statements and Statutory Non-Voting
Reports
1.2 Approve Remuneration Report Non-Voting
2 Approve Discharge of Board and Senior Non-Voting
Management
3 Approve Allocation of Income and Dividends Non-Voting
of CHF 7.35 per Share and Non-Voting Equity
Security
4.1 Re-elect Andreas Oeri as Director Non-Voting
4.2 Re-elect Pius Baschera as Director Non-Voting
4.3 Re-elect Paul Bulcke as Director Non-Voting
4.4 Re-elect William Burns as Director Non-Voting
4.5 Re-elect Christoph Franz as Director Non-Voting
4.6 Re-elect De Anne Julius as Director Non-Voting
4.7 Re-elect Arthur Levinson as Director Non-Voting
4.8 Re-elect Peter Voser as Director Non-Voting
4.9 Re-elect Beatrice Weder di Mauro as Non-Voting
Director
4.10 Elect Severin Schwan as Director Non-Voting
5 Ratify KPMG Ltd. as Auditors Non-Voting
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC, LONDON Agenda Number: 704450547
--------------------------------------------------------------------------------------------------------------------------
Security: G7690A118
Meeting Type: AGM
Meeting Date: 21-May-2013
Ticker:
ISIN: GB00B03MM408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Adoption of Annual Report and Accounts Mgmt For For
2 Approval of Remuneration Report Mgmt For For
3 Re-appointment of Josef Ackermann as a Mgmt For For
Director of the Company
4 Re-appointment of Guy Elliott as a Director Mgmt For For
of the Company
5 Re-appointment of Simon Henry as a Director Mgmt For For
of the Company
6 Re-appointment of Charles O Holliday as a Mgmt For For
Director of the Company
7 Re-appointment of Gerard Kleisterlee as a Mgmt For For
Director of the Company
8 Re-appointment of Jorma Ollila as a Mgmt For For
Director of the Company
9 Re-appointment of Sir Nigel Sheinwald as a Mgmt For For
Director of the Company
10 Re-appointment of Linda G Stuntz as a Mgmt For For
Director of the Company
11 Re-appointment of Peter Voser as a Director Mgmt For For
of the Company
12 Re-appointment of Hans Wijers as a Director Mgmt For For
of the Company
13 Re-appointment of Gerrit Zalm as a Director Mgmt For For
of the Company
14 Re-appointment of Auditors Mgmt For For
15 Remuneration of Auditors Mgmt For For
16 Authority to allot shares Mgmt For For
17 Disapplication of pre-emption rights Mgmt For For
18 Authority to purchase own shares Mgmt For For
19 Authority for certain donations and Mgmt For For
expenditure
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
CHANGE IN MEETING TIME FROM 09:00 TO 10:00.
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.
--------------------------------------------------------------------------------------------------------------------------
SANOFI SA, PARIS Agenda Number: 704317684
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: MIX
Meeting Date: 03-May-2013
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 THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
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
013/0311/201303111300671.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0412/201304121301265.pdf. 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.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income and setting the Mgmt For For
dividend
O.4 Appointment of Mrs. Fabienne Lecorvaisier Mgmt For For
as Board member
O.5 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
E.6 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares and/or securities giving access to
capital of the Company and/or entitling to
the allotment of debts securities while
maintaining preferential subscription
rights
E.7 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares and/or securities giving access to
capital of the Company and/or entitling to
the allotment of debts securities with
cancellation of preferential subscription
rights by public offering
E.8 Authorization to the Board of Directors to Mgmt For For
issue shares or securities giving access to
capital without preferential subscription
rights, in consideration for in-kind
contributions of equity securities or
securities giving access to capital
E.9 Delegation of authority to be granted to Mgmt For For
the Board of Directors to increase the
number of issuable securities in case of
capital increase with or without
preferential subscription rights
E.10 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by incorporation of
reserves, profits, premiums or other
amounts
E.11 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to issue
shares or securities giving access to
capital reserved for members of savings
plans with cancellation of preferential
subscription rights in favor of the latter
E.12 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 without preferential subscription
rights in favor of employees and corporate
officers of the Company or affiliated
companies or groups
E.13 Delegation of authority to be granted to Mgmt For For
the Board of Directors to grant share
subscription or purchase options without
preferential subscription rights
E.14 Delegation to be granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of treasury shares
E.15 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 704462946
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 04-Jun-2013
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
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 14 MAY 2013, 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 20 Non-Voting
MAY 2013. 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 Non-Voting
financial statements and the approved group
financial statements, the combined
management report and group management
report of SAP AG, including the Executive
Board's explanatory notes relating to the
information provided pursuant to Sections
289 (4) and (5) and 315 (4) of the
Commercial Code (HGB), and the Supervisory
Board's report, each for fiscal year 2012
2. Resolution on the appropriation of the Mgmt For For
retained earnings of fiscal year 2012
3. Resolution on the formal approval of the Mgmt For For
acts of the Executive Board in fiscal year
2012
4. Resolution on the formal approval of the Mgmt For For
acts of the Supervisory Board in fiscal
year 2012
5. Resolution on the authorization to acquire Mgmt For For
and use treasury shares pursuant to Section
71 (1) no. 8 AktG, with possible exclusion
of the shareholders' subscription rights
and potential rights to offer shares
6. Appointment of the auditors of the Mgmt For For
financial statements and group financial
statements for fiscal year 2013: KPMG AG
--------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA, RUEIL MALMAISON Agenda Number: 704397416
--------------------------------------------------------------------------------------------------------------------------
Security: F86921107
Meeting Type: MIX
Meeting Date: 25-Apr-2013
Ticker:
ISIN: FR0000121972
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
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 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
013/0306/201303061300569.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
013/0408/201304081301065.pdf
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Allocation of income for the financial year Mgmt For For
and setting the dividend
O.4 Approval of the regulated agreements Mgmt For For
entered in during the financial year 2012
regarding the supplemental defined benefit
pension plan applicable to Executive Board
members and the Chairman of the Supervisory
Board
O.5 Approval of the amendment to the Mgmt For For
compensation plan payable to Mr.
Jean-Pascal Tricoire in case of termination
of his duties
O.6 Renewal of term of Mr. Gerard de La Mgmt For For
Martiniere as Supervisory Board member
O.7 Authorization granted to the Executive Mgmt For For
Board to purchase shares of the
Company-Maximum purchase price of Euros
75.00 per share
E.8 Changing the mode of administration and Mgmt Against Against
management of the Company by establishing a
Board of Directors
E.9 Continuation of (i) the 22d resolution Mgmt For For
adopted by the Extraordinary General
Meeting held on April 21, 2011 (Capital
increase reserved for employees who are
members of the Company Savings Plan with
cancellation of shareholders' preferential
subscription rights) and of (ii) the 17th
resolution adopted by the Extraordinary
General Meeting held on May 3, 2012
(Capital increase reserved for a class of
beneficiaries: employees of foreign
companies of the Group, either directly or
through entities acting on their behalf
with cancellation of shareholders'
preferential subscription rights); renewal
of the authorizations and delegations
previously granted to the Executive Board
under the aforementioned resolutions for
the benefit of the Board of Directors
E.10 Delegation of authority granted to the Mgmt For For
Board of Directors to (i) increase share
capital within the limit of a nominal
amount of Euros 800 million by issuing
ordinary shares or any securities giving
access to capital while maintaining
shareholders' preferential subscription
rights or to (ii) issue securities
entitling to the allotment of debt
securities while maintaining preferential
subscription rights.)
E.11 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits, premiums or other amounts which
may be capitalized
E.12 Delegation of authority granted to the Mgmt For For
Board of Directors to (i) increase share
capital within the limit of a nominal
amount of Euros 220 million by issuing
ordinary shares or any securities giving
access to capital of the Company or one of
its subsidiaries with cancellation of
shareholders' preferential subscription
rights or to (ii) issue securities
entitling to the allotment of debt
securities with cancellation of
shareholders' preferential subscription
rights, in both case through a public
offer. This delegation may be used in
consideration for contributions of
securities through a public exchange offer
initiated by the Company
E.13 Delegation of authority granted to the Mgmt For For
Board of Directors to increase the initial
issuance amount with or without
shareholders' preferential subscription
rights which was decided under the tenth
and twelfth resolutions respectively
E.14 Delegation of powers granted to the Board Mgmt For For
of Directors to increase share capital
within the limit of 9.9% of share capital,
in consideration for in-kind contributions
E.15 Delegation of authority granted to the Mgmt For For
Board of Directors to decide, with
cancellation of shareholders' preferential
subscription rights and through an offer
pursuant to Article L.411-2, II of the
Monetary and Financial Code to (i) increase
share capital within the limit of the
nominal amount of Euros 110 million (or for
information, 4.95% of capital), by issuing
ordinary shares or any securities giving
access to capital of the Company or one of
its subsidiaries, whose issue price will be
set by the Board of Directors according to
the terms established by the General
Meeting or to (ii) issue securities
entitling to the allotment of debt
securities
E.16 Authorization granted to the Board of Mgmt Against Against
Directors to carry out free allocations of
shares (on the basis of shares existing or
to be issued) under performance conditions,
if appropriate, to corporate officers and
employees of the Company and affiliated
companies within the limit of 1.8% of share
capital carrying waiver by shareholders of
their preferential subscription rights
E.17 Authorization granted to the Board of Mgmt Against Against
Directors to grant share subscription or
purchase options to corporate officers and
employees of the Company and affiliated
companies within the limit of 0.5% of share
capital carrying waiver by shareholders of
their preferential subscription rights
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to carry out capital
increases reserved for members of the
Company Savings Plan within the limit of 2%
of share capital with cancellation of
shareholders' preferential subscription
rights
E.19 Authorization granted to the Board of Mgmt For For
Directors to carry out capital increases
reserved for a class of beneficiaries:
employees of foreign companies of the
Group, either directly or through entities
acting on their behalf or entities acting
to offer employees of foreign companies of
the Group similar benefits to those offered
to members of the Company Savings Plan
within the limit of 1% of share capital
with cancellation of shareholders'
preferential subscription rights
E.20 Authorization granted to the Board of Mgmt For For
Directors to cancel shares of the Company,
if appropriate, repurchased under the
conditions established by the General
Meeting up to 10% of share capital
O.21 Appointment of Mr. Jean-Pascal Tricoire as Mgmt Against Against
Board member
O.22 Appointment of Mr. Henri Lachmann as Board Mgmt For For
member
O.23 Appointment of Mr. Leo Apotheker as Board Mgmt For For
member
O.24 Appointment of Mrs. Betsy Atkins as Board Mgmt For For
member
O.25 Appointment of Mr. Gerard de La Martiniere Mgmt For For
as Board member
O.26 Appointment of Mr. Xavier Fontanet as Board Mgmt For For
member
O.27 Appointment of Mr. Noel Forgeard as Board Mgmt For For
member
O.28 Appointment of Mr. Antoine Mgmt For For
Gosset-Grainville as Board member
O.29 Appointment of Mr. Willy R. Kissling as Mgmt For For
Board member
O.30 Appointment of Mrs. Cathy Kopp as Board Mgmt For For
member
O.31 Appointment of Mrs. Dominique Senequier as Mgmt For For
Board member
O.32 Appointment of Mr. G. Richard Thoman as Mgmt For For
Board member
O.33 Appointment of Mr. Serge Weinberg as Board Mgmt For For
member
CMMT RESOLUTIONS THIRTY-FOURTH TO Non-Voting
THIRTY-SEVENTH: PURSUANT TO ARTICLE 11-3 OF
THE BYLAWS OF THE COMPANY, ONLY ONE SEAT AS
SUPERVISORY BOARD MEMBER REPRESENTING
EMPLOYEE SHAREHOLDERS NEEDS TO BE FILLED,
AND ONLY THE APPLICANT WITH THE HIGHEST
NUMBER OF VOTES OF SHAREHOLDERS PRESENT AND
REPRESENTED WILL BE APPOINTED. THE
EXECUTIVE BOARD ON THE RECOMMENDATION OF
THE SUPERVISORY BOARD HAS APPROVED THE 35TH
RESOLUTION, THEREFORE, YOU ARE INVITED TO
VOTE IN FAVOR OF THIS RESOLUTION AND TO
ABSTAIN FROM VOTING ON THE 34TH, 36TH AND
37TH RESOLUTIONS
O.34 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Claude Briquet as Board
member representing employee shareholders
O.35 Appointment of Mrs. Magali Herbaut as Board Mgmt For For
member representing employee shareholders
O.36 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Thierry Jacquet as Board
member representing employee shareholders
O.37 PLEASE NOTE THAT MANAGEMENT RECOMMENDS TO Mgmt Against Against
VOTE ABSTAIN ON THIS RESOLUTION:
Appointment of Mr. Jean-Michel Vedrine as
Board member representing employee
shareholders
O.38 Setting the amount of attendance allowances Mgmt For For
allocated to the Board of Directors
O.39 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933753332
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 09-May-2013
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: WILLIAM D. JONES Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1E. ELECTION OF DIRECTOR: DEBRA L. REED Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1G. ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1H. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1I. ELECTION OF DIRECTOR: JACK T. TAYLOR Mgmt For For
1J. ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
1K. ELECTION OF DIRECTOR: JAMES C. YARDLEY 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. APPROVAL OF 2013 LONG-TERM INCENTIVE PLAN. Mgmt For For
5. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT Shr Against For
BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN Agenda Number: 704206855
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 23-Jan-2013
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
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
This is a general meeting for registered Non-Voting
shares. For German registered shares, the
shares 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
information. Thank you.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
08.01.2013. 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. 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
Report 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, 2012, as well as the Report
of the Supervisory Board, the Corporate
Governance Report, the Compensation Report,
and the Compliance Report for fiscal year
2012
2. To resolve on the appropriation of net Mgmt No vote
income of Siemens AG to pay a dividend
3. To ratify the acts of the members of the Mgmt No vote
Managing Board
4. To ratify the acts of the members of the Mgmt No vote
Supervisory Board
5. To resolve on the appointment of Ernst & Mgmt No vote
Young 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
6 A. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Dr. Josef Ackermann
6 B. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Gerd von
Brandenstein
6 C. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Dr. Gerhard Cromme
6 D. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Michael Diekmann
6 E. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Dr. Hans Michael
Gaul
6 F. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Prof. Dr. Peter
Gruss
6 G. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Dr. Nicola
Leibinger-Kammueller
6 H. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Gerard Mestrallet
6 I. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Gueler Sabanci
6 J. To resolve on the election of new member to Mgmt No vote
the Supervisory Board: Werner Wenning
7. To resolve on the approval of a settlement Mgmt No vote
agreement with a former member of the
Managing Board
8. To resolve on the approval of the Spin-off Mgmt No vote
and Transfer Agreement between Siemens AG
and OSRAM Licht AG, Munich, dated November
28, 2012
PLEASE NOTE THAT THE DISCLOSURE OF THE Non-Voting
BENEFICIAL OWNER DATA WILL BE REQUIRED WHEN
EXCEEDING A CERTAIN LIMIT OF SHARE HOLDINGS
OF THE STATUTORY SHARE CAPITAL. THEREFORE
BROADRIDGE WILL BE DISCLOSING THE
BENEFICIAL OWNER DATA FOR ALL VOTED
ACCOUNTS TO THE RESPECTIVE LOCAL SUB
CUSTODIAN. PLEASE NOTE THAT DEPENDING ON
THE PROCESSING OF THE LOCAL SUB CUSTODIAN
BLOCKING MAY APPLY. THE VOTE DEADLINE AS
DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE
AND WILL BE UPDATED AS SOON AS BROADRIDGE
HAS OBTAINED ALL LOCAL SUB CUSTODIANS'
CONFIRMATIONS REGARDING THEIR DEADLINE FOR
INSTRUCTIONS. FOR ANY QUERIES PLEASE
CONTACT YOUR CLIENT SERVICES
REPRESENTATIVE. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF ADDITIONAL COMMENT AND CHANGE IN
BLOCKING INDICATOR FROM "N" TO "Y". IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
Please be advised that the major German Non-Voting
custodian banks - BNP Paribas, Bank of New
York Mellon, Citi and Deutsche Bank - as
well as Siemens AG should like to clarify
that voted shares are NOT blocked for
trading purposes i.e. they are only
unavailable for settlement. In order to
deliver/settle a voted position before the
17 January 2013 start of business, a voting
instruction cancellation and de-register
request simply needs to be sent to your
Custodian.
--------------------------------------------------------------------------------------------------------------------------
SSE PLC, PERTH Agenda Number: 703930443
--------------------------------------------------------------------------------------------------------------------------
Security: G8842P102
Meeting Type: AGM
Meeting Date: 26-Jul-2012
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 Gregor Alexander Mgmt For For
9 Re-appoint Alistair Phillips-Davies Mgmt For For
10 Re-appoint Lady Rice Mgmt For For
11 Re-appoint Richard Gillingwater Mgmt For For
12 Re-appoint Thomas Thune Andersen Mgmt For For
13 Re-appoint KPMG Audit Plc as Auditors Mgmt For For
14 Authorise the Directors to determine the Mgmt For For
Auditors' remuneration
15 Authorise allotment of shares Mgmt For For
16 To disapply pre-emption rights Mgmt For For
17 To empower the Company to purchase its own Mgmt For For
Ordinary Shares
18 To approve 14 days' notice of general Mgmt For For
meetings
--------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC, LONDON Agenda Number: 704375092
--------------------------------------------------------------------------------------------------------------------------
Security: G84228157
Meeting Type: AGM
Meeting Date: 08-May-2013
Ticker:
ISIN: GB0004082847
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the company's annual report and Mgmt For For
accounts for the financial year ended
31Dec2012 together with the reports of the
directors and auditors
2 To Declare a final dividend of 56.77 US Mgmt For For
cents per ordinary share for the year ended
31Dec2012
3 To approve the directors' remuneration Mgmt For For
report for the year ended 31Dec2012, as set
out on pages 160 to 185 of the annual
report and accounts
4 To elect, Mr O P Bhatt who has been Mgmt For For
appointed as a non-executive director by
the board since the last AGM of the company
5 To elect, Dr L C Y Cheung who has been Mgmt For For
appointed as a nonexecutive director by the
board since the last AGM of the company
6 To elect, Mrs M Ewing who has been Mgmt For For
appointed as a non-executive director by
the board since the last AGM of the company
7 To elect, Dr L H Thunell who has been Mgmt For For
appointed as a nonexecutive director by the
board since the last AGM of the company
8 To re-elect Mr S P Bertamini, an executive Mgmt For For
director
9 To re-elect Mr J S Bindra, an executive Mgmt For For
director
10 To re-elect Mr J F T Dundas, a Mgmt For For
non-executive director
11 To re-elect Dr Han Seung-soo KBE, a Mgmt For For
non-executive director
12 To re-elect Mr S J Lowth, a non-executive Mgmt For For
director
13 To re-elect Mr R H P Markham, a Mgmt For For
non-executive director
14 To re-elect Ms R Markland, a non-executive Mgmt For For
director
15 To re-elect Mr R H Meddings, an executive Mgmt For For
director
16 To re-elect Mr J G H Paynter, a Mgmt For For
non-executive director
17 To re-elect Sir John Peace, as chairman Mgmt For For
18 To re-elect Mr A M G Rees, an executive Mgmt For For
director
19 To re-elect Mr P A Sands, an executive Mgmt For For
director
20 To re-elect Mr V Shankar, an executive Mgmt For For
director
21 To re-elect Mr P D Skinner, a non-executive Mgmt For For
director
22 To re-elect Mr O H J Stocken, a Mgmt For For
non-executive director
23 To re-appoint KPMG Audit Plc as auditor to Mgmt For For
the company from the end of the AGM until
the end of next year's AGM
24 To authorise the board to set the auditor's Mgmt For For
fees
25 To authorise the company and its Mgmt For For
subsidiaries to make political donations
26 To authorise the board to allot shares Mgmt For For
27 To extend the authority to allot shares Mgmt For For
28 To authorise the board to allot equity Mgmt For For
securities
29 To authorise the company to buy back its Mgmt For For
ordinary shares
30 To authorise the company to buy back its Mgmt For For
preference shares
31 That a general meeting other than an annual Mgmt For For
general meeting may be called on not less
than 14 clear days' notice
32 That the rules of the standard chartered Mgmt For For
2013 sharesave plan
PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting
MODIFICATION OF TEXT IN RESOLUTION NO'S 2
AND 23. 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.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA, STAVANGER Agenda Number: 704452553
--------------------------------------------------------------------------------------------------------------------------
Security: R8413J103
Meeting Type: AGM
Meeting Date: 14-May-2013
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.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Open Meeting Non-Voting
2 Registration of Attending Shareholders and Non-Voting
Proxies
3 Elect Olaug Svarva as the Chairman of Mgmt No vote
Meeting
4 Approve Notice of Meeting and Agenda Mgmt No vote
5 Designate Inspector(s) of Minutes of Mgmt No vote
Meeting
6 Approve Financial Statements and Statutory Mgmt No vote
Reports Approve Allocation of Income and
Dividends of NOK 6.75 per Share
7 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: Withdraw Company from
Tar Sands Activities in Canada
8 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: Withdraw Company from
Ice-Laden Activities in the Arctic
9 Approve Board of Directors' Statement on Mgmt No vote
Company Corporate Governance
10 Approve Remuneration Policy And Other Terms Mgmt No vote
of Employment For Executive Management
11 Approve Remuneration of Auditors Mgmt No vote
12 Amendment of Articles of Association: Mgmt No vote
Article 11: Re: Appointment of Nominating
Committee Members
13 Approve Remuneration of Corporate Assembly Mgmt No vote
in the Amount of NOK 112,200 for the
Chairman, NOK 59,100 for the Vice Chairman,
NOK 41,500 for Other Members, and NOK 5,900
for Deputy Members
14 Elect Elisabeth Berge and Johan Alstad as Mgmt No vote
Member and Deputy Member of Nominating
Committee
15 Approve Remuneration of Nominating Mgmt No vote
Committee in the Amount of NOK 11,200 for
the Chairman and NOK 8,300 for Other
Members
16 Authorize Repurchase and Reissuance of Mgmt No vote
Shares up to a Nominal Value of NOK 27.5
Million in Connection with Share Saving
Scheme for Employees
17 Authorize Repurchase of up to 75 Million Mgmt No vote
Shares For Cancellation Purposes
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF CHAIRMAN'S NAME AND ARTICLE
NUMBER. 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.
--------------------------------------------------------------------------------------------------------------------------
STICHTING ADMINISTRATIEKANTOOR UNILEVER,ROTTERDAM Agenda Number: 704055436
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 24-Oct-2012
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
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 Open Meeting Non-Voting
2 Receive Report of Management Board Non-Voting
3 Receive Information on Board Composition Non-Voting
4 Allow Questions Non-Voting
5 Close Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SVENSKA CELLULOSA SCA AB, STOCKHOLM Agenda Number: 704304067
--------------------------------------------------------------------------------------------------------------------------
Security: W90152120
Meeting Type: AGM
Meeting Date: 10-Apr-2013
Ticker:
ISIN: SE0000112724
--------------------------------------------------------------------------------------------------------------------------
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 PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN Non-Voting
SWEDEN ACCEPT ABSTAIN AS A VALID VOTE
OPTION. THANK YOU
1 Opening of the meeting and election of Non-Voting
chairman of the meeting: The nomination
committee proposes Sven Unger, attorney at
law, as chairman of the annual general
meeting
2 Preparation and approval of the voting list Non-Voting
3 Election of two persons to check the Non-Voting
minutes
4 Determination of whether the meeting has Non-Voting
been duly convened
5 Approval of the agenda Non-Voting
6 Presentation of the annual report and the Non-Voting
auditor's report and the consolidated
financial statements and the auditor's
report on the consolidated financial
statements
7 Speeches by the chairman of the board of Non-Voting
directors and the president
8.a Resolution on adoption of the income Mgmt For For
statement and balance sheet, and of the
consolidated income statement and the
consolidated balance sheet
8.b The board of directors proposes a dividend Mgmt For For
of SEK 4.50 per share and that the record
date for the dividend be Monday, 15 April
2013. Payment through Euroclear Sweden AB
is estimated to be made on Thursday, 18
April 2013
8.c Resolution on discharge from personal Mgmt For For
liability of the directors and the
president
9 Resolution on the number of directors and Mgmt For For
deputy directors: The number of directors
shall be nine with no deputy directors
10 Resolution on the number of auditors and Mgmt For For
deputy auditors: The number of auditors
shall be one with no deputy auditor
11 Resolution on the remuneration to be paid Mgmt Against Against
to the board of directors and the auditors
12 Election of directors, deputy directors and Mgmt For For
chairman of the board of directors:
Re-election of the directors Par Boman,
Rolf Borjesson, Jan Johansson, Leif
Johansson, Louise Julian, Sverker
Martin-Lof, Bert Nordberg, Anders Nyren and
Barbara Milian Thoralfsson, whereby Sverker
Martin-Lof is proposed to be elected as
chairman of the board of directors
13 Election of auditors and deputy auditors: Mgmt For For
Re-election of the registered accounting
firm PricewaterhouseCoopers AB, for the
period until the end of the annual general
meeting 2014
14 Resolution on guidelines for remuneration Mgmt Against Against
for the senior management
15 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Abstain Against
SHAREHOLDER PROPOSAL: The shareholder Carl
Axel Bruno proposes the section regarding
the board of directors in the articles of
association to be added with the following
wording. "At least one fourth of the
directors on the board of directors shall
be men and at least one fourth of the
directors shall be women. The least number
of proposed men and the least number of
proposed women shall be increased to the
next higher whole number."
16 Closing of the meeting Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION OF TEXT IN RESOLUTION 1. 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.
--------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL Agenda Number: 704328980
--------------------------------------------------------------------------------------------------------------------------
Security: H84140112
Meeting Type: AGM
Meeting Date: 23-Apr-2013
Ticker:
ISIN: CH0011037469
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 154692,
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, including Mgmt For For
the annual financial statements and the
group consolidated financial statements for
the year 2012
1.2 Consultative vote on the compensation Mgmt For For
system
2 Discharge of the members of the board of Mgmt For For
directors and the executive committee
3 Appropriation of the available earnings as Mgmt For For
per balance sheet 2012 and dividend
decision: CHF 9.50 per share
4.1 Re-election of Michael Mack to the board of Mgmt For For
director
4.2 Re-election of Jacques Vincent to the board Mgmt For For
of director
4.3 Election of Eleni Gabre-Madhin to the board Mgmt For For
of director
4.4 Election of Eveline Saupper to the board of Mgmt For For
director
5 Election of the external auditor Ernst and Mgmt For For
Young Ag
6 Additional and/or counter - proposals Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
TERADATA CORPORATION Agenda Number: 933747442
--------------------------------------------------------------------------------------------------------------------------
Security: 88076W103
Meeting Type: Annual
Meeting Date: 30-Apr-2013
Ticker: TDC
ISIN: US88076W1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: EDWARD P. BOYKIN Mgmt For For
1B. ELECTION OF DIRECTOR: CARY T. FU Mgmt For For
1C. ELECTION OF DIRECTOR: VICTOR L. LUND Mgmt For For
2. AN ADVISORY (NON-BINDING) VOTE TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION
3. APPROVAL OF THE RATIFICATION OF THE Mgmt For For
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013
4. APPROVAL OF A STOCKHOLDER PROPOSAL Shr For For
RECOMMENDING DECLASSIFICATION OF OUR BOARD
--------------------------------------------------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA Agenda Number: 933738075
--------------------------------------------------------------------------------------------------------------------------
Security: 064149107
Meeting Type: Annual
Meeting Date: 09-Apr-2013
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
BRIAN J. PORTER Mgmt For For
AARON W. REGENT Mgmt For For
INDIRA V. SAMARASEKERA Mgmt For For
SUSAN L. SEGAL 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: 933747315
--------------------------------------------------------------------------------------------------------------------------
Security: 097023105
Meeting Type: Annual
Meeting Date: 29-Apr-2013
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
2013.
4. FUTURE EXTRAORDINARY RETIREMENT BENEFITS. Shr For Against
5. ACTION BY WRITTEN CONSENT. Shr For Against
6. EXECUTIVES TO RETAIN SIGNIFICANT STOCK. Shr For Against
7. INDEPENDENT BOARD CHAIRMAN. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION Agenda Number: 933766719
--------------------------------------------------------------------------------------------------------------------------
Security: 808513105
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: SCHW
ISIN: US8085131055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN A. ELLIS Mgmt For For
1B. ELECTION OF DIRECTOR: ARUN SARIN Mgmt For For
1C. ELECTION OF DIRECTOR: CHARLES R. SCHWAB Mgmt For For
1D. ELECTION OF DIRECTOR: PAULA A. SNEED Mgmt For For
2. RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
3. ADVISORY APPROVAL OF NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF 2013 STOCK INCENTIVE PLAN Mgmt For For
5. STOCKHOLDER PROPOSAL REGARDING POLITICAL Shr Against For
CONTRIBUTIONS
6. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933646385
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Special
Meeting Date: 10-Jul-2012
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO AMEND ARTICLE FOURTH OF THE COMPANY'S Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION, AS
AMENDED, TO INCREASE THE AUTHORIZED COMMON
STOCK OF THE COMPANY FROM 5,600,000,000
SHARES, PAR VALUE $.25 PER SHARE, TO
11,200,000,000 SHARES, PAR VALUE $.25 PER
SHARE, AND TO EFFECT A SPLIT OF THE ISSUED
COMMON STOCK OF THE COMPANY BY CHANGING
EACH ISSUED SHARE OF COMMON STOCK INTO TWO
SHARES OF COMMON STOCK.
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933739596
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 24-Apr-2013
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: HELENE D. GAYLE Mgmt For For
1G. ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
1H. ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
1I. ELECTION OF DIRECTOR: MUHTAR KENT 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
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt Against Against
COMPENSATION.
4. APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
BY-LAWS TO PERMIT SHAREOWNERS TO CALL
SPECIAL MEETINGS.
5. SHAREOWNER PROPOSAL REGARDING A BOARD Shr Against For
COMMITTEE ON HUMAN RIGHTS.
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933779754
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 23-May-2013
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: WILLIAM W. GEORGE Mgmt For For
1F ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Mgmt For For
1H ELECTION OF DIRECTOR: ADEBAYO O. OGUNLESI Mgmt For For
1I ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
1J ELECTION OF DIRECTOR: DEBORA L. SPAR Mgmt For For
1K ELECTION OF DIRECTOR: MARK E. TUCKER Mgmt For For
1L ELECTION OF DIRECTOR: DAVID A. VINIAR Mgmt For For
02 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION (SAY ON PAY)
03 APPROVAL OF THE GOLDMAN SACHS AMENDED AND Mgmt Against Against
RESTATED STOCK INCENTIVE PLAN (2013)
04 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013
05 SHAREHOLDER PROPOSAL REGARDING HUMAN RIGHTS Shr Against For
COMMITTEE
06 SHAREHOLDER PROPOSAL REGARDING GOLDMAN Shr Against For
SACHS LOBBYING DISCLOSURE
07 SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS Shr Against For
FOR SHAREHOLDERS
08 SHAREHOLDER PROPOSAL REGARDING MAXIMIZATION Shr Against For
OF VALUE FOR SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------------------
THE HERSHEY COMPANY Agenda Number: 933746236
--------------------------------------------------------------------------------------------------------------------------
Security: 427866108
Meeting Type: Annual
Meeting Date: 30-Apr-2013
Ticker: HSY
ISIN: US4278661081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
P.M. ARWAY Mgmt For For
J.P. BILBREY Mgmt For For
R.F. CAVANAUGH Mgmt For For
C.A. DAVIS Mgmt For For
R.M. MALCOLM Mgmt For For
J.M. MEAD Mgmt For For
J.E. NEVELS Mgmt For For
A.J. PALMER Mgmt For For
T.J. RIDGE Mgmt For For
D.L. SHEDLARZ Mgmt For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2013.
3. APPROVE, ON A NON-BINDING ADVISORY BASIS, A Mgmt For For
RESOLUTION APPROVING EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933779259
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 23-May-2013
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: MARK VADON 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 THE MATERIAL TERMS OF OFFICER Mgmt For For
PERFORMANCE GOALS UNDER THE MANAGEMENT
INCENTIVE PLAN
5. APPROVAL OF THE AMENDED AND RESTATED 2005 Mgmt For For
OMNIBUS STOCK INCENTIVE PLAN
6. SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT Shr Against For
DIVERSITY REPORT
7. SHAREHOLDER PROPOSAL REGARDING STORMWATER Shr Against For
MANAGEMENT POLICY
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933744561
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 23-Apr-2013
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: WILLIAM S. DEMCHAK Mgmt For For
1E ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1F ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt For For
1G ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1H ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1I ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1L ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1N ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1O ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1P 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 2013.
3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4 A SHAREHOLDER PROPOSAL REGARDING A REPORT Shr Against For
ON GREENHOUSE GAS EMISSIONS OF BORROWERS
AND EXPOSURE TO CLIMATE CHANGE RISK.
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933681062
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 09-Oct-2012
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
2. RATIFY APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
(THE SAY ON PAY VOTE)
4. SHAREHOLDER PROPOSAL #1 - SAY ON POLITICAL Shr Against For
CONTRIBUTION (PAGE 67 OF PROXY STATEMENT)
5. SHAREHOLDER PROPOSAL #2 - PRODUCER Shr Against For
RESPONSIBILITY FOR PACKAGING (PAGE 70 OF
PROXY STATEMENT)
6. SHAREHOLDER PROPOSAL #3 - ADOPT SIMPLE Shr For Against
MAJORITY VOTE (PAGE 72 OF PROXY STATEMENT)
--------------------------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda Number: 933789490
--------------------------------------------------------------------------------------------------------------------------
Security: 842587107
Meeting Type: Annual
Meeting Date: 22-May-2013
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: D.J. GRAIN Mgmt For For
1F. ELECTION OF DIRECTOR: H.W. HABERMEYER, JR. Mgmt For For
1G. ELECTION OF DIRECTOR: V.M. HAGEN Mgmt For For
1H. ELECTION OF DIRECTOR: W.A. HOOD, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: D.M. JAMES Mgmt For For
1J. ELECTION OF DIRECTOR: D.E. KLEIN Mgmt For For
1K. ELECTION OF DIRECTOR: W.G. SMITH, JR. Mgmt For For
1L. ELECTION OF DIRECTOR: S.R. SPECKER Mgmt For For
1M. ELECTION OF DIRECTOR: E.J. WOOD III Mgmt Against Against
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICERS' COMPENSATION
4. RATIFICATION OF BY-LAW AMENDMENT Mgmt For For
5. AMENDMENT TO COMPANY'S CERTIFICATE OF Mgmt For For
INCORPORATION TO REDUCE TWO-THIRDS
SUPERMAJORITY REQUIREMENTS IN ARTICLE
ELEVENTH TO A MAJORITY VOTE
6. AMENDMENT TO COMPANY'S CERTIFICATE OF Mgmt For For
INCORPORATION TO REDUCE 75% SUPERMAJORITY
REQUIREMENTS IN ARTICLE THIRTEENTH TO A
TWO-THIRDS VOTE
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 933727109
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 06-Mar-2013
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 For For
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 For For
1G. ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1I. ELECTION OF DIRECTOR: SHERYL K. SANDBERG Mgmt For For
1J. ELECTION OF DIRECTOR: ORIN C. SMITH Mgmt For For
2. TO RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
REGISTERED PUBLIC ACCOUNTANTS FOR 2013.
3. TO APPROVE THE TERMS OF THE COMPANY'S Mgmt For For
AMENDED AND RESTATED 2002 EXECUTIVE
PERFORMANCE PLAN, AS AMENDED.
4. TO APPROVE THE ADVISORY RESOLUTION ON Mgmt Against Against
EXECUTIVE COMPENSATION.
5. TO APPROVE THE SHAREHOLDER PROPOSAL Shr For Against
RELATING TO PROXY ACCESS.
6. TO APPROVE THE SHAREHOLDER PROPOSAL Shr For Against
RELATING TO FUTURE SEPARATION OF CHAIRMAN
AND CHIEF EXECUTIVE OFFICER.
--------------------------------------------------------------------------------------------------------------------------
UBS AG, ZUERICH UND BASEL Agenda Number: 704374545
--------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: AGM
Meeting Date: 02-May-2013
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 152227,
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 the annual report and group and Mgmt For For
parent bank accounts
1.2 Advisory vote on the compensation report Mgmt For For
2012
2 Appropriation of retained earnings and Mgmt For For
distribution
3 Discharge of the members of the board of Mgmt For For
directors and the group executive board for
the financial year 2012
4.1.1 Re-election of member of the board of Mgmt For For
directors: Axel A. Weber
4.1.2 Re-election of member of the board of Mgmt For For
directors: Michel Demare
4.1.3 Re-election of member of the board of Mgmt For For
directors: David Sidwell
4.1.4 Re-election of member of the board of Mgmt For For
directors: Rainer-Marc Frey
4.1.5 Re-election of member of the board of Mgmt For For
directors: Ann F. Godbehere
4.1.6 Re-election of member of the board of Mgmt For For
directors: Axel P. Lehmann
4.1.7 Re-election of member of the board of Mgmt For For
directors: Helmut Panke
4.1.8 Re-election of member of the board of Mgmt For For
directors: William G. Parrett
4.1.9 Re-election of member of the board of Mgmt For For
directors: Isabelle Romy
41.10 Re-election of member of the board of Mgmt For For
directors: Beatrice Weder Di Mauro
41.11 Re-election of member of the board of Mgmt For For
directors: Joseph Yam
4.2 Election of Reto Francioni to the board of Mgmt For For
directors
4.3 Re-election of the auditors, Ernst and Mgmt For For
Young Ltd., Basel
5 Ad hoc Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV, ROTTERDAM Agenda Number: 704379064
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 15-May-2013
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 Executive Board Mgmt For For
Members
4 Approve Discharge of Non Executive Board Mgmt For For
Members
5 Re-elect P.G.J.M. Polman as CEO to Board of Mgmt For For
Directors
6 Re-elect R.J.M.S. Huet as CFO to Board of Mgmt For For
Directors
7 Re-elect L.O. Fresco to Board of Directors Mgmt For For
8 Re-elect A.M. Fudge to Board of Directors Mgmt For For
9 Re-elect C.E. Golden to Board of Directors Mgmt For For
10 Re-elect B.E. Grote to Board of Directors Mgmt For For
11 Re-elect H. Nyasulu to Board of Directors Mgmt For For
12 Re-elect M. Rifkind to Board of Directors Mgmt For For
13 Re-elect K.J. Storm to Board of Directors Mgmt For For
14 Re-elect M. Treschow to Board of Directors Mgmt For For
15 Re-elect P.S. Walsh to Board of Directors Mgmt For For
16 Elect L. M. Cha to Board of Directors Mgmt For For
17 Elect M. Ma to Board of Directors Mgmt For For
18 Elect J. Rishton to Board of Directors Mgmt For For
19 Ratify PricewaterhouseCoopers Accountants Mgmt For For
NV as Auditors
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 Authorize Repurchase of up to 10 Percent of Mgmt For For
Issued Share Capital
22 Approve authorization to cancel Ordinary Mgmt For For
Shares
23 Allow Questions and Close Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933779398
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 16-May-2013
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: J.J. KORALESKI Mgmt For For
1G. ELECTION OF DIRECTOR: C.C. KRULAK Mgmt For For
1H. ELECTION OF DIRECTOR: M.R. MCCARTHY Mgmt For For
1I. ELECTION OF DIRECTOR: M.W. MCCONNELL Mgmt For For
1J. ELECTION OF DIRECTOR: T.F. MCLARTY III Mgmt For For
1K. ELECTION OF DIRECTOR: S.R. ROGEL Mgmt For For
1L. ELECTION OF DIRECTOR: J.H. VILLARREAL Mgmt For For
1M. 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. ADOPT THE UNION PACIFIC CORPORATION 2013 Mgmt For For
STOCK INCENTIVE PLAN.
5. SHAREHOLDER PROPOSAL REGARDING LOBBYING Shr Against For
ACTIVITIES IF PROPERLY PRESENTED AT THE
ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 933743684
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 29-Apr-2013
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN V. FARACI Mgmt For For
1C. ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Mgmt For For
1D. ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1E. ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For
1F. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1G. ELECTION OF DIRECTOR: MARSHALL O. LARSEN Mgmt For For
1H. ELECTION OF DIRECTOR: HAROLD MCGRAW III Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1J. ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For
1K. ELECTION OF DIRECTOR: ANDRE VILLENEUVE Mgmt For For
1L. ELECTION OF DIRECTOR: CHRISTINE TODD Mgmt For For
WHITMAN
2. APPOINTMENT OF THE FIRM OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
AUDITOR FOR 2013.
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933747872
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: VZ
ISIN: US92343V1044
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: MELANIE L. HEALEY Mgmt For For
1C ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1E ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For
1F ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1G ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1H ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1I ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1J ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: KATHRYN A. TESIJA Mgmt For For
1M ELECTION OF DIRECTOR: GREGORY D. WASSON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
04 APPROVAL OF LONG-TERM INCENTIVE PLAN Mgmt For For
05 NETWORK NEUTRALITY Shr Against For
06 LOBBYING ACTIVITIES Shr Against For
07 PROXY ACCESS BYLAWS Shr For Against
08 SEVERANCE APPROVAL POLICY Shr For Against
09 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
10 SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shr For Against
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VISA INC. Agenda Number: 933718895
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Security: 92826C839
Meeting Type: Annual
Meeting Date: 30-Jan-2013
Ticker: V
ISIN: US92826C8394
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GARY P. COUGHLAN Mgmt For For
1B. ELECTION OF DIRECTOR: MARY B. CRANSTON Mgmt For For
1C. ELECTION OF DIRECTOR: FRANCISCO JAVIER Mgmt For For
FERNANDEZ-CARBAJAL
1D. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN Mgmt For For
1F. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID J. PANG Mgmt For For
1H. ELECTION OF DIRECTOR: JOSEPH W. SAUNDERS Mgmt For For
1I. ELECTION OF DIRECTOR: CHARLES W. SCHARF Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN Mgmt For For
1K. ELECTION OF DIRECTOR: JOHN A. SWAINSON Mgmt For For
2. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2013.
4. STOCKHOLDER PROPOSAL ON LOBBYING PRACTICES Shr Against For
AND EXPENDITURES, IF PROPERLY PRESENTED.
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VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 703887729
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Security: G93882135
Meeting Type: AGM
Meeting Date: 24-Jul-2012
Ticker:
ISIN: GB00B16GWD56
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Accept Financial Statements and Statutory Mgmt For For
Reports
2 Re-elect Gerard Kleisterlee as Director Mgmt For For
3 Re-elect Vittorio Colao as Director Mgmt For For
4 Re-elect Andy Halford as Director Mgmt For For
5 Re-elect Stephen Pusey as Director Mgmt For For
6 Re-elect Renee James as Director Mgmt For For
7 Re-elect Alan Jebson as Director Mgmt For For
8 Re-elect Samuel Jonah as Director Mgmt For For
9 Re-elect Nick Land as Director Mgmt For For
10 Re-elect Anne Lauvergeon as Director Mgmt For For
11 Re-elect Luc Vandevelde as Director Mgmt For For
12 Re-elect Anthony Watson as Director Mgmt For For
13 Re-elect Philip Yea as Director Mgmt For For
14 Approve Final Dividend Mgmt For For
15 Approve Remuneration Report Mgmt For For
16 Reappoint Deloitte LLP as Auditors Mgmt For For
17 Authorise the Audit and Risk Committee to Mgmt For For
Fix Remuneration of Auditors
18 Authorise Issue of Equity with Pre-emptive Mgmt For For
Rights
19 Authorise Issue of Equity without Mgmt For For
Pre-emptive Rights
20 Authorise Market Purchase of Ordinary Mgmt For For
Shares
21 Authorise EU Political Donations and Mgmt For For
Expenditure
22 Authorise the Company to Call EGM with Two Mgmt For For
Weeks' Notice
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WELLS FARGO & COMPANY Agenda Number: 933743696
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Security: 949746101
Meeting Type: Annual
Meeting Date: 23-Apr-2013
Ticker: WFC
ISIN: US9497461015
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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: FEDERICO F. PENA Mgmt For For
1J) ELECTION OF DIRECTOR: HOWARD V. RICHARDSON Mgmt For For
1K) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1L) ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M) ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1N) ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. PROPOSAL TO APPROVE THE COMPANY'S AMENDED Mgmt For For
AND RESTATED LONG-TERM INCENTIVE
COMPENSATION PLAN.
4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2013.
5. STOCKHOLDER PROPOSAL TO ADOPT A POLICY Shr Against For
REQUIRING AN INDEPENDENT CHAIRMAN.
6. STOCKHOLDER PROPOSAL TO PROVIDE A REPORT ON Shr Against For
THE COMPANY'S LOBBYING POLICIES AND
PRACTICES.
7. STOCKHOLDER PROPOSAL TO REVIEW AND REPORT Shr Against For
ON INTERNAL CONTROLS OVER THE COMPANY'S
MORTGAGE SERVICING AND FORECLOSURE
PRACTICES.
* 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 07/29/2013