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: 811-21547
NAME OF REGISTRANT: Calamos Global Total Return
Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court
Naperville, IL 60563-2787
NAME AND ADDRESS OF AGENT FOR SERVICE: John P. Calamos, Sr., President
Calamos Advisors LLC
2020 Calamos Court
Naperville, IL 60563-2787
REGISTRANT'S TELEPHONE NUMBER: (630)245-7200
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2009 - 06/30/2010
Calamos Global Total Return Fund
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ABB LTD Agenda Number: 702340085
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Security: H0010V101
Meeting Type: AGM
Meeting Date: 26-Apr-2010
Ticker:
ISIN: CH0012221716
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote
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.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 689093, 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.
PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A Non-Voting No vote
REPRESENTATIVE. THANK YOU
1. Receive the annual report and consolidated financial Mgmt For For
statements, annual financial statements and
the Auditors' reports
2.1 Approve the annual report, the consolidated Mgmt For For
financial statements, and the annual financial
statements for 2009
2.2 Approve to accept the remuneration report as Mgmt For For
per the specified pages of the annual report
3. Grant discharge to the Members of the Board Mgmt For For
of Directors and the persons entrusted with
Management for fiscal 2009
4. Approve to release CHF 340,000,000 of the legal Mgmt For For
reserves and allocate those released reserves
to other reserves and to carry forward the
available earnings in the amount of CHF 3,893,861,784
5. Approve to reduce the share capital of CHF 3,587,160,187.38Mgmt For For
by CHF 34,919,500.00 to CHF 3,552,240,687.38
by way of cancellation of the 22,675,000 shares
with a nominal value of CHF 1.54 each which
were bought back by the Company under the share
buyback program announced in February 2008;
to confirm as a result of the report of the
Auditors, that the claims of the creditors
are fully covered notwithstanding the capital
reduction; amend Article 4 Para.1 of the Articles
of Incorporation according to the specified
wording as per the date of the entry of the
capital reduction in the commercial register
6. Approve to reduce the share capital of CHF 3,552,240,687.38Mgmt For For
by CHF 1,176,391,396.47 to CHF 2,375,849,290.91
by way of reducing the nominal value of the
registered shares from CHF 1.54 by CHF 0.51
to CHF 1.03 and to use the nominal value reduction
amount for repayment to the shareholders; to
confirm as a result of the report of the auditors,
that the claims of the creditors are fully
covered notwithstanding the capital reduction;
and amend Article 4 Para.1 of the Articles
of Incorporation according to the specified
wording as per the date of the entry of the
capital reduction in the commercial register
and amend Article 4bis Paras. 1 and 4, and
Article 4ter Para. 1 of the Articles of Incorporation,
correspondingly reflecting the reduced nominal
value of the registered shares from CHF 1.54
by CHF 0.51 to CHF 1.03, as per the date of
the entry of the capital reduction in the commercial
register
7. Approve, to the extent that the general meeting Mgmt For For
approves the Board of Directors' proposal set
forth in Item 6, to amend Article 13 para.1
of the Articles of Incorporation as specified
8.1 Approve, to replace the current Article 6 of Mgmt For For
the Articles of Incorporation concerning the
form of the shares with the specified new Article
6
8.2 Approve, to delete Section 6 of the Articles Mgmt For For
of Incorporation consisting of Article 32 "In-Kind
Contributions" and Article 33 "Acquisitions
of Property"
9.1 Re-elect Roger Agnelli, Brazilian to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.2 Re-elect Louis R. Hughes, American to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.3 Re-elect Hans Ulrich Marki, Swiss to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.4 Re-elect Michel de Rosen, French to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.5 Re-elect Michael Treschow, Swedish to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.6 Re-elect Bernd W. Voss, German to the Board Mgmt For For
of Directors for a further period of one year,
until the AGM 2011
9.7 Re-elect Jacob Wallenberg, Swedish to the Board Mgmt Against Against
of Directors for a further period of one year,
until the AGM 2011
9.8 Re-elect Hubertus von Grunberg, German to the Mgmt For For
Board of Directors for a further period of
one year, until the AGM 2011
10. Election of Ernst & Young AG as the Auditors Mgmt For For
for fiscal 2010
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ACERGY SA, LUXEMBOURG Agenda Number: 702033680
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Security: L00306107
Meeting Type: EGM
Meeting Date: 04-Aug-2009
Ticker:
ISIN: LU0075646355
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT DUE TO THE FACT THAT RESOLUTIONS Non-Voting No Action
9 AND 10 DID NOT MEET QUORUM AT THE AGM ON
22 MAY THEY NEED TO BE VOTED UPON AGAIN. THANK
YOU.
9. Approve, in conformity with the provisions of Mgmt No Action
the Luxembourg Company Law and Article 5 of
the Company's Articles of Incorporation to:
i) extend the validity of the Company's authorised
share capital of USD 460,000,000 represented
by 230,000,000 Common Shares par value USD
2.00 per share of which 194,953,972 Common
Shares par value USD 2.00 per share have been
issued, and ii) the report of the Board of
Directors of the Company recommending and to
authorize the Board to implement the suppression
of shareholders' pre-emptive rights in respect
of the issuance of shares for cash with respect
of all authorized but un-issued common shares,
in particular: a) to issue common shares for
cash whether in a private transaction or in
a public offering at such price as determined
by the Board of Directors of the Company [including
below market value if deemed by the Board of
Directors to be in the best interest of the
Company] in order to enlarge or diversify the
shareholder base through the entry of new investors,
and b) to issue, or offer to issue, common
shares in connection with participation, financing,
joint venture or other strategic proposals,
strategies or projects and/or to secure financing
if the Board of Directors of the Company determines
same to be in the best interest of the Company
[including below Market value if deemed by
the Board of Directors to be in the best interest
of the Company], provided that no common shares
shall be so issued pursuant to subsections
(a) or (b) hereof at a price of less than 75%
of the market value determined by the average
Closing price for such common shares on the
Oslo Stock Exchange [or the average closing
price for American Depositary Shares [ADSs]
on the Nasdaq Stock Market, Inc., if applicable]
for the ten most recent trading days prior
to such transaction and further provided that
common shares shall be issued otherwise on
the terms and Conditions set forth in such
report, including where the issue price is
less than the "par value" of a common shares
[USD 2.00], to authorize the Board of Directors
to proceed with any such transaction and to
transfer from the "paid-in" surplus ["free
reserves"] account of the Company to the "par
value" account of the Company any such deficiency
between the par value and the issue price of
any such shares, each of the foregoing actions
to be effective for a further 5 year period
from the date of publication of the minutes
of the AGM in the Luxembourg official gazette
and, iii) make all consequential changes to
the Articles of Incorporation
10. Authorize the Board of Directors of the Company Mgmt No Action
to cancel shares which have been bought back
or which may be bought back from time to time
by the Company or any indirect subsidiary thereof
as the Board of Directors sees fit and to make
all consequential changes to the Articles of
Incorporation to reflect the cancellation in
the number of issued common shares
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ACERGY SA, LUXEMBOURG Agenda Number: 702153963
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Security: L00306107
Meeting Type: EGM
Meeting Date: 17-Dec-2009
Ticker:
ISIN: LU0075646355
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the adoption of revised Articles Mgmt For For
of Association
2. To appoint Mr. Dod Fraser as a Director of the Mgmt For For
Company to hold office until the next AGM or
until his successor is appointed
3. To approve the adoption of the Acergy S.A. 2009 Mgmt For For
Long-Term Incentive Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN BLOCKING STATUS. 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.
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ACERGY SA, LUXEMBOURG Agenda Number: 702165538
--------------------------------------------------------------------------------------------------------------------------
Security: L00306AB3
Meeting Type: EGM
Meeting Date: 17-Dec-2009
Ticker:
ISIN: XS0267243417
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the recommendations with respect to Mgmt For For
the adoption of revised Articles of Incorporation,
the appointment of a new Director and adopt
the New Long Term Incentive Plan
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ALCON, INC. Agenda Number: 933270441
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Security: H01301102
Meeting Type: Annual
Meeting Date: 20-May-2010
Ticker: ACL
ISIN: CH0013826497
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE 2009 ANNUAL REPORT AND ACCOUNTS Mgmt For For
OF ALCON, INC. AND THE 2009 CONSOLIDATED FINANCIAL
STATEMENTS OF ALCON, INC. AND SUBSIDIARIES
02 APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED Mgmt For For
DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL
YEAR 2009
03 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS Mgmt Against Against
FOR THE FINANCIAL YEAR 2009
04 ELECTION OF KPMG AG, ZUG, AUDITORS Mgmt For For
05 ELECTION OF OBT AG, ZURICH, AS SPECIAL AUDITORS Mgmt For For
06 AMENDMENTS TO THE ARTICLES OF ASSOCIATION Mgmt For For
7A ELECTION OF DIRECTOR: WERNER BAUER Mgmt Against Against
7B ELECTION OF DIRECTOR: FRANCISCO CASTANER Mgmt Against Against
7C ELECTION OF DIRECTOR: LODEWIJK J.R. DE VINK Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
AMEC PLC Agenda Number: 702324738
--------------------------------------------------------------------------------------------------------------------------
Security: G02604117
Meeting Type: AGM
Meeting Date: 13-May-2010
Ticker:
ISIN: GB0000282623
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the accounts and the reports of the Mgmt For For
Directors and the Auditors for the YE 31
DEC 2009
2 Declare a final dividend Mgmt For For
3 Approve the Directors remuneration report Mgmt For For
4 Approve the remuneration policy set out in the Mgmt For For
Director's remuneration report
5 Reelection of Mr J M Green Armytage as a Director Mgmt For For
6 Reelection of Mr S Y Brikho as a Director Mgmt For For
7 Appointment of Ernst and Young LLP as the Auditors Mgmt For For
8 Authorize the Directors to fix the remuneration Mgmt For For
of the Auditors
S.9 Amend the Articles of Association as referred Mgmt For For
to in the notice of meeting
10 Authorize the Directors to allot shares or to Mgmt For For
grant rights to subscribe for or to convert
any security into shares
S.11 Approve the disapplication of Section 561(1) Mgmt For For
of the Companies Act 2006
S.12 Authorize the Company to make purchases of its Mgmt For For
own shares
S.13 Approve the notice of general meetings Mgmt For For
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ARM HLDGS PLC Agenda Number: 702365897
--------------------------------------------------------------------------------------------------------------------------
Security: G0483X122
Meeting Type: AGM
Meeting Date: 14-May-2010
Ticker:
ISIN: GB0000595859
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual report and accounts for the Mgmt For For
YE 31 DEC 2009
2 Declare a final dividend Mgmt For For
3 Approve the Directors remuneration report Mgmt For For
4 Re-elect Kathleen O'Donovan as a Director Mgmt For For
5 Re-elect Young Sohn as a Director Mgmt For For
6 Re-elect Warren East as a Director Mgmt For For
7 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company
8 Authorize the Directors to fix the remuneration Mgmt For For
of the Auditors
9 Authorize the Directors to allot share capital Mgmt For For
S.10 Approve to disapply pre-emption rights Mgmt For For
S.11 Authorize the Company to make market purchases Mgmt For For
of its own shares
S.12 Authorize the Company to hold general meetings Mgmt For For
on 14 days notice
S.13 Adopt new Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ASX LTD Agenda Number: 702081390
--------------------------------------------------------------------------------------------------------------------------
Security: Q0604U105
Meeting Type: AGM
Meeting Date: 30-Sep-2009
Ticker:
ISIN: AU000000ASX7
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive the financial report, Directors' Non-Voting No vote
report and Auditor's report for ASX and its
controlled entities for the YE 30 JUN 2009
2. To receive the financial report and the Auditor's Non-Voting No vote
report for the National Guarantee Fund for
the YE 30 JUN 2009
3. Adopt the remuneration report for the YE 30 Mgmt For For
JUN 2009
4.A Re-elect Roderic Holliday-Smith as a Director Mgmt For For
of ASX, who retires by rotation
4.B Re-elect Jillian Segal as a Director of ASX, Mgmt For For
who retires by rotation
4.C Re-elect Peter Warne as a Director of ASX, who Mgmt For For
retires by rotation
4.D Elect Peter Marriott as a Director of ASX in Mgmt For For
accordance with the Constitution
--------------------------------------------------------------------------------------------------------------------------
AUTONOMY CORPORATION PLC, CAMBRIDGE Agenda Number: 702273878
--------------------------------------------------------------------------------------------------------------------------
Security: G0669T101
Meeting Type: AGM
Meeting Date: 24-Mar-2010
Ticker:
ISIN: GB0055007982
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the accounts of the Company Mgmt For For
for the FYE 31 DEC 2009 together with the Directors'
report, the Directors' remuneration report
and the Auditors' report on those accounts
and the auditable part of the remuneration
report
2. Approve the Directors' remuneration report included Mgmt For For
in the annual report and accounts for the YE
31 DEC 2009
3. Approve the appointment of Robert Webb as a Mgmt For For
Director, such appointment having occurred
after the conclusion of the last AGM of the
Company
4. Re-elect Sushovan Hussain as a Director of the Mgmt For For
Company
5. Re-elect Michael Lynch as a Director of the Mgmt For For
Company
6. Re-elect John McMonigall as a Director of the Mgmt For For
Company
7. Re-elect Richard Perle as a Director of the Mgmt For For
Company
8. Re-elect Barry Ariko as a Director of the Company Mgmt For For
9. Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company in accordance with Section 489 of the
Companies Act 2006 to hold office until the
conclusion of the next general meeting at which
the accounts of the Company are laid
10. Authorize the Directors of the Company to determine Mgmt For For
the Auditors' remuneration for the ensuing
year
11. Authorize the Directors of the Company, in accordance Mgmt For For
with Section 551 of the Companies Act 2006
[the "Act"], to allot equity securities [within
the meaning of Section 560 of the Act]: [a]
up to an aggregate nominal amount of GBP 267,640.32;
and [b] up to an aggregate nominal amount of
GBP 267,640.32 in connection with a rights
issue [as specified in the Listing Rules issued
by the Financial Services Authority pursuant
to Part VI of the Financial Services and Markets
Act 2000], to holders of equity securities,
in proportion to their respective entitlements
to such equity securities, but subject to such
exclusions or other arrangements as the directors
may deem necessary or expedient in relation
to treasury shares, fractional entitlements,
record dates, legal or practical problems in
or under the laws of any territory or the requirements
of any regulatory body or Stock Exchange; [Authority
expires at the conclusion of the Company's
AGM in 2011]; and the Directors may allot equity
securities after the expiry of this authority
in pursuance of such an offer or agreement
made prior to such expiry
S.12 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 11 above of the notice of meeting
of which this resolution forms part, pursuant
to Section 570 of the Companies Act 2006 [the
"Act"] to allot equity securities [within the
meaning of Section 560 of the Act]: [a] pursuant
to the authority conferred by Resolution 11[a]
of the notice of meeting of which this resolution
forms part, as if Section 561 of the Act did
not apply to any such allotment, provided that
this power shall be limited to: [i] the allotment
of equity securities in connection with any
rights issue or other issue or offer by way
of rights [including, without limitation, under
an open offer or similar arrangement] to holders
of equity securities, in proportion to their
respective entitlements to such equity securities,
but subject to such exclusions or other arrangements
as the directors may deem necessary or expedient
in relation to treasury shares, fractional
entitlements, record dates, legal or practical
problems in or under the laws of any territory
or the requirements of any regulatory body
or Stock Exchange; and [ii] the allotment of
equity securities [otherwise than pursuant
to this resolution above] up to an aggregate
nominal value of GBP 40,146.05; and [b] pursuant
to the authority conferred by Resolution 11[b]
of the notice of meeting of which this resolution
forms part, as if Section 561 of the Act did
not apply to any such allotment, provided that
this power shall be limited to the allotment
of equity securities in connection with a rights
issue [as defined in the Listing Rules issued
by the Financial Services Authority pursuant
to Part VI of the Financial Services and Markets
Act 2000] to holders of equity securities,
in proportion to their respective entitlements
to such equity securities, but subject to such
exclusions or other arrangements as the directors
may deem necessary or expedient in relation
to treasury shares, fractional entitlements,
record dates, legal or practical problems in
or under the laws of any territory or the requirements
of any regulatory body or Stock Exchange; [Authority
expires at the conclusion of the AGM of the
Company s AGM in 2011]; and the Directors may
allot equity securities after the expiry of
this authority in pursuance of such an offer
or agreement made prior to such expiry
S.13 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006 to make one or
more market purchases [within the meaning of
Section 693[4] of that Act] on the London Stock
Exchange of ordinary shares of 1/3 pence each
in the capital of the Company provided that:
[a] the maximum aggregate number of ordinary
shares to be purchased is 24,087,628 [representing
approximately 10% of the Company's issued ordinary
share capital]; [b] the minimum price which
may be paid for such shares is 1/3 pence per
share; [c] the maximum price which may be paid
for an ordinary share shall not be more than
5% above the average of the middle market quotations
for an ordinary share as derived from the London
Stock Exchange Daily Official List for the
five business days immediately preceding the
date on which the ordinary share is purchased;
and [Authority expires at the conclusion of
the Company s AGM in 2011]; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
S.14 Approve, that the Company may hold general meetings Mgmt For For
of shareholders [other than AGM's] at not less
than 14 clear days' notice, [Authority expires
the earlier of the conclusion of the AGM of
the Company to be held in 2011 or 15 months
after the passing of this resolution]
S.15 Adopt the Articles of Association of the Company Mgmt For For
in substitution for, and to the exclusion of,
the existing Articles of Association, as specified
--------------------------------------------------------------------------------------------------------------------------
BP PLC Agenda Number: 702293539
--------------------------------------------------------------------------------------------------------------------------
Security: G12793108
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: GB0007980591
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive the report of the Directors and the Mgmt For For
accounts for the year ended 31 December 2009
2. To approve the Directors remuneration report Mgmt For For
for the year ended 31 December 2009
3. To elect Mr. P Anderson as a Director Mgmt For For
4. To elect Mr. A Burgmans as a Director Mgmt For For
5. To re-elect Mrs C B Carroll as a Director Mgmt For For
6. To re-elect Sir William Castell as a Director Mgmt For For
7. To re-elect Mr I C Conn as a Director Mgmt For For
8. To re-elect Mr G David as a Director Mgmt For For
9. To re-elect Mr I E L Davis as a Director Mgmt For For
10. To re-elect Mr R Dudely as a Director Mgmt For For
11. To re-elect Mr D J Flint as a Director Mgmt For For
12. To re-elect Dr B E Grote as a Director Mgmt For For
13. To re-elect Dr A B Hayward as a Director Mgmt For For
14. To re-elect Mr A G Inglis as a Director Mgmt For For
15. To re-elect Dr D S Julius as a Director Mgmt For For
16. To re-elect C-H Svanberg as a Director Mgmt For For
17. To reappoint Ernst & young LLP as Auditors from Mgmt For For
the conclusion of this meeting until the conclusion
of the next general meeting before which accounts
are laid and to authorize the Directors to
fix the Auditors remuneration
s.18 To adopt as the new Articles of Association Mgmt For For
of the Company the draft Articles of Association
set out in the document produced to the Meeting
and, for the purposes of identification, signed
by the chairman, so the new Articles of Association
apply in substitution for and to the exclusion
of the Company's existing Articles of Association
s.19 To authorize the Company generally and unconditionally Mgmt For For
to make market purchases (as defined in Section
693(4) of the Companies Act 2006) of ordinary
shares with nominal value of GBP 0.25 each
in the Company, provided that: a) the Company
does not purchase under this authority more
than 1.9 billion ordinary shares; b) the Company
does not pay less than GBP 0.25 for each share;
and c) the Company does not pay more for each
share than 5% over the average of the middle
market price of the ordinary shares for the
five business days immediately preceding the
date on which the Company agrees to buy the
shares concerned , based on share prices and
currency exchange rates published in the daily
Official List of the London Stock Exchange;
this authority shall continue for the period
ending on the date of the Annual General Meeting
in 2011 or 15 July 2011, whichever is the earlier,
provided that, if the Company has agreed before
this date to purchase ordinary shares where
these purchases will or may be executed after
the authority terminates (either wholly or
in part), the Company may complete such purchases
20 To renew, for the period ending on the date Mgmt For For
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
Company's Articles of Association to allow
relevant securities up to an aggregate nominal
amount equal to the Section 551 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of GBP 3,143 million
s.21 To renew, for the period ending on the date Mgmt For For
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
company's Articles of Association to allow
equity securities wholly for cash: a) in connection
with a right issue; b) otherwise than in connection
with rights issue up to an aggregate nominal
amount equal to the Section 561 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of USD 236 million
s.22 To authorize the calling of General Meetings Mgmt For For
of the Company (not being an Annual General
Meeting) by notice of at least 14 clear days
23. To approve the renewal of the BP Executive Directors Mgmt For For
Incentive Plan (the plan), a copy of which
is produced to the Meeting initiated by the
chairman for the purpose of identification,
for a further five years, and to authorize
the Directors to do all acts and things that
they may consider necessary or expedient to
carry the Plan into effect
24. Subject to the passing of Resolution 18, to Mgmt For For
authorize the Directors in accordance with
Article 142 of the new Articles of Association
to offer the holders of ordinary shares of
the Company, to the extent and in the manner
determined by the Directors, the right to elect(in
whole part), to receive new ordinary shares
(credited as fully paid) instead of cash, in
respect of any dividend as may be declared
by the Directors from time to time provided
that the authority conferred by this Resolution
shall expire prior to the conclusion of the
Annual General Meeting to be held in 2015
s.25 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Group members requisitioned the circulation
of the specified special resolution under the
provision of Section 338 of the Companies Act
2006. the supporting statement, supplied by
the requisitions together with the board response,
is set out in Appendix 4 ;that in order to
address our concerns for the long term success
of the Company arising from the risks associated
with the Sunrise SAGD Project, we as Shareholders
of the Company direct that the Audit Committee
or a risk Committee of the Board commissions
and reviews a report setting out the assumptions
made by the Company in deciding to proceed
with the Sunrise Project regarding future carbon
prices, oil price volatility, demand for oil,
anticipated regulation of greenhouse gas emissions
and legal and reputational risks arising from
local environmental damage and impairment of
traditional livelihoods. The findings of the
report and review should be reported to investors
in the Business Review section of the Company
s Annual Report presented to the Annual General
Meeting in 2011
PLEASE BE ADVISED THAT PROPOSAL #S.25 IS A SHAREHOLDER Non-Voting No vote
PROPOSAL. THE MANAGEMENT RECOMMENDATION FOR
THIS RESOLUTION IS AGAINST.
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 1: Annual Report and Accounts
http://www.bp.com/extendedsectiongenericarticle.do?categoryId=9021605&contentId=7040949
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 2: Directors remuneration
report and Resolution 23: Approval of the Executive
Directors Incentive Plan http://www.bp.com/subsection.do?categoryId=9027659&contentId=7050551
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 18: New Articles of Association
http://www.bp.com/liveassets/bp_internet/globalbp/globalbp_uk_english/set_branch/set_investors/STAGING
/local_assets/downloads/pdf/IC_AGM_articles_of_association_track_changes.pdf
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 24: Scrip dividend http://www.bp.com/sectiongenericarticle.do?categoryId=9032416&contentId=7059476
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 25: Shareholder Resolution
on oil sands http://www.bp.com/oilsands
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: BP AGM downloads http://www.bp.com/sectiongenericarticle.do?categoryId=9032417&contentId=7059465
--------------------------------------------------------------------------------------------------------------------------
CAMERON INTERNATIONAL CORPORATION Agenda Number: 933217401
--------------------------------------------------------------------------------------------------------------------------
Security: 13342B105
Meeting Type: Annual
Meeting Date: 12-May-2010
Ticker: CAM
ISIN: US13342B1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MICHAEL E. PATRICK Mgmt For For
1B ELECTION OF DIRECTOR: JON ERIK REINHARDSEN Mgmt For For
1C ELECTION OF DIRECTOR: BRUCE W. WILKINSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2010.
--------------------------------------------------------------------------------------------------------------------------
CANON INC. Agenda Number: 702271331
--------------------------------------------------------------------------------------------------------------------------
Security: J05124144
Meeting Type: AGM
Meeting Date: 30-Mar-2010
Ticker:
ISIN: JP3242800005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Appropriation of Profits Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt For For
2.17 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt For For
3.3 Appoint a Corporate Auditor Mgmt For For
4 Approve Provision of Retirement Allowance for Mgmt For For
Directors
5 Approve Retirement Allowance for Retiring Corporate Mgmt For For
Auditors, and Payment of Accrued Benefits
associated with Abolition of Retirement Benefit
System for Current Corporate Auditors
6 Approve Payment of Bonuses to Directors Mgmt For For
7 Allow Board to Authorize Use of Stock Option Mgmt For For
Plans, Authorize Use of Stock Options, and
Authorize Use of Compensation-based Stock
Option Plan for Directors
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933241743
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 26-May-2010
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.H. ARMACOST Mgmt For For
1B ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1D ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1E ELECTION OF DIRECTOR: C. HAGEL Mgmt For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Mgmt For For
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1I ELECTION OF DIRECTOR: S. NUNN Mgmt For For
1J ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1K ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1O ELECTION OF DIRECTOR: C. WARE Mgmt For For
1P ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE Mgmt For For
PERCENTAGE OF STOCKHOLDINGS REQUIRED FOR STOCKHOLDERS
TO CALL FOR SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH Shr Against For
ENVIRONMENTAL EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH RETIREMENT Shr Against For
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shr Against For
07 GUIDELINES FOR COUNTRY SELECTION Shr Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shr Against For
09 HUMAN RIGHTS COMMITTEE Shr Against For
--------------------------------------------------------------------------------------------------------------------------
CHINA PETE & CHEM CORP Agenda Number: 702081112
--------------------------------------------------------------------------------------------------------------------------
Security: Y15010104
Meeting Type: EGM
Meeting Date: 15-Oct-2009
Ticker:
ISIN: CNE1000002Q2
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED Non-Voting No vote
TO VOTE "IN FAVOR" OR "AGAINST" ONLY FOR RESOLUTION
"1". THANK YOU.
1. Approve: a) the Mutual Supply Agreement Amendments, Mgmt For For
the Major Continuing Connected Transactions
and its caps for the 3 years ending on 31 DEC
2012; b) the Non-Major Continuing Connected
Transactions; and authorize Mr. Wang Xinhua,
the Chief Financial Officer of Sinopec Corp.,
to sign or execute such other documents or
supplemental agreements or deeds on behalf
of Sinopec Corp. and to do such things and
take all such actions pursuant to the relevant
Board resolutions as necessary or desirable
for the purpose of giving effect to the above
resolution with such changes as he (or she)
may consider necessary, desirable or expedient
PLEASE NOTE THAT THIS IS A REVISION DUE TO CONSERVATIVE Non-Voting No vote
SUB-LEVEL CUT-OFF. 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.
--------------------------------------------------------------------------------------------------------------------------
DELL INC. Agenda Number: 933103892
--------------------------------------------------------------------------------------------------------------------------
Security: 24702R101
Meeting Type: Annual
Meeting Date: 17-Jul-2009
Ticker: DELL
ISIN: US24702R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES W. BREYER Mgmt For For
DONALD J. CARTY Mgmt For For
MICHAEL S. DELL Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
SALLIE L. KRAWCHECK Mgmt For For
JUDY C. LEWENT Mgmt For For
THOMAS W. LUCE, III Mgmt For For
KLAUS S. LUFT Mgmt For For
ALEX J. MANDL Mgmt For For
SAM NUNN Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITOR Mgmt For For
SH1 REIMBURSEMENT OF PROXY EXPENSES Shr Against For
SH2 ADOPT SIMPLE MAJORITY VOTE Shr Against For
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC, LONDON Agenda Number: 702094462
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 14-Oct-2009
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts 2009 Mgmt For For
2. Approve the Directors' remuneration report 2009 Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-elect L.M. Danon [Audit, Nomination, Remuneration] Mgmt Abstain Against
as a Director
5. Re-elect Lord Hollick [Audit, Nomination, Remuneration, Mgmt Abstain Against
Chairman of Committee] as a Director
6. Re-elect P.S. Walsh [Executive, Chairman of Mgmt Abstain Against
Committee] as a Director
7. Elect P.B. Bruzelius [Audit, Nomination, Remuneration] Mgmt Abstain Against
as a Director
8. Elect B.D. Holden [Audit, Nomination, Remuneration] Mgmt Abstain Against
as a Director
9. Re-appoint the Auditor Mgmt For For
10. Approve the remuneration of the Auditor Mgmt For For
11. Grant authority to allot shares Mgmt For For
12. Approve the disapplication of pre-emption rights Mgmt For For
13. Grant authority to purchase own ordinary shares Mgmt For For
14. Grant authority to make political donations Mgmt For For
and/or to incur political expenditure in the
EU
15. Adopt the Diageo Plc 2009 Discretionary Incentive Mgmt For For
Plan
16. Adopt the Diageo Plc 2009 Executive Long Term Mgmt For For
Incentive Plan
17. Adopt Diageo Plc International Sharematch Plan Mgmt For For
2009
18. Grant authority to establish International Share Mgmt For For
Plans
19. Adopt Diageo Plc 2009 Irish Sharesave Scheme Mgmt For For
20. Amend the Rules of Diageo Plc Executive Share Mgmt For For
Option Plan
21. Amend the Rules of Diageo Plc 2008 Senior Executive Mgmt For For
Share Option Plan
22. Amend the Rules of Diageo Plc Senior Executive Mgmt For For
Share Option Plan
23. Approve the reduced notice of a general meeting Mgmt For For
other than an AGM
24. Adopt the Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933200090
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 28-Apr-2010
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: JAMES I. CASH, JR. Mgmt For For
A3 ELECTION OF DIRECTOR: WILLIAM M. CASTELL Mgmt For For
A4 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A5 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A6 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A7 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A8 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For
A9 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A10 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A11 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A12 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A13 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
A14 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 RATIFICATION OF KPMG Mgmt For For
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shr Against For
C2 SHAREOWNER PROPOSAL: SPECIAL SHAREOWNER MEETINGS Shr Against For
C3 SHAREOWNER PROPOSAL: INDEPENDENT BOARD CHAIRMAN Shr Against For
C4 SHAREOWNER PROPOSAL: PAY DISPARITY Shr Against For
C5 SHAREOWNER PROPOSAL: KEY BOARD COMMITTEES Shr Against For
C6 SHAREOWNER PROPOSAL: ADVISORY VOTE ON EXECUTIVE Shr Against For
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 933223668
--------------------------------------------------------------------------------------------------------------------------
Security: 406216101
Meeting Type: Annual
Meeting Date: 19-May-2010
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: S.M. GILLIS Mgmt For For
1F ELECTION OF DIRECTOR: J.T. HACKETT Mgmt For For
1G ELECTION OF DIRECTOR: D.J. LESAR Mgmt For For
1H ELECTION OF DIRECTOR: R.A. MALONE Mgmt For For
1I ELECTION OF DIRECTOR: J.L. MARTIN Mgmt For For
1J ELECTION OF DIRECTOR: D.L. REED Mgmt For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Mgmt For For
AUDITORS.
03 PROPOSAL ON HUMAN RIGHTS POLICY. Shr Against For
04 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shr Against For
05 PROPOSAL ON EXECUTIVE COMPENSATION POLICIES. Shr Against For
06 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LIMITED Agenda Number: 933286468
--------------------------------------------------------------------------------------------------------------------------
Security: 456788108
Meeting Type: Annual
Meeting Date: 12-Jun-2010
Ticker: INFY
ISIN: US4567881085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 TO RECEIVE, CONSIDER AND ADOPT THE BALANCE SHEET Mgmt For
AS AT MARCH 31, 2010, THE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED ON THAT DATE & THE REPORT
OF THE DIRECTORS AND AUDITORS THEREON.
O2 TO DECLARE A FINAL DIVIDEND FOR THE FINANCIAL Mgmt For
YEAR ENDED MARCH 31, 2010.
O3 TO APPOINT A DIRECTOR IN PLACE OF N.R. NARAYANA Mgmt For
MURTHY, WHO RETIRES BY ROTATION AND, BEING
ELIGIBLE, SEEKS RE-APPOINTMENT.
O4 TO APPOINT A DIRECTOR IN PLACE OF PROF. MARTI Mgmt For
G. SUBRAHMANYAM, WHO RETIRES BY ROTATION AND,
BEING ELIGIBLE, SEEKS RE-APPOINTMENT.
O5 TO APPOINT A DIRECTOR IN PLACE OF S. GOPALAKRISHNAN, Mgmt For
WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O6 TO APPOINT A DIRECTOR IN PLACE OF S.D. SHIBULAL, Mgmt For
WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O7 TO APPOINT A DIRECTOR IN PLACE OF T.V. MOHANDAS Mgmt For
PAI, WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O8 TO APPOINT AUDITORS TO HOLD OFFICE FROM THE Mgmt For
CONCLUSION OF THIS ANNUAL GENERAL MEETING UNTIL
THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING
AND TO FIX THEIR REMUNERATION.
S9 TO APPOINT T.V. MOHANDAS PAI AS WHOLE-TIME DIRECTOR, Mgmt For
LIABLE TO RETIRE BY ROTATION.
S10 TO APPOINT SRINATH BATNI AS WHOLE-TIME DIRECTOR, Mgmt For
LIABLE TO RETIRE BY ROTATION.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933205963
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 22-Apr-2010
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: MICHAEL M.E. JOHNS Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1E ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr Against For
04 SPECIAL SHAREOWNER MEETINGS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
MEDIATEK INCORPORATION Agenda Number: 702443564
--------------------------------------------------------------------------------------------------------------------------
Security: Y5945U103
Meeting Type: AGM
Meeting Date: 15-Jun-2010
Ticker:
ISIN: TW0002454006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting No vote
US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED
AT A SHAREHOLDERS MEETING AND THE VOTING WITH
RESPECT TO SUCH PROPOSAL IS DONE BY
BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE
BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE
WITH THE CLIENTS INSTRUCTIONS. HOWEVER,
IF THE VOTING AT THE SHAREHOLDERS MEETING IS
DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL
NOT TAKE ANY ACTION IN RESPECT OF THE
RELEVANT PROPOSAL. THANK YOU.
1 Call meeting to order Non-Voting No vote
2 Chairman's opening remarks Non-Voting No vote
3.1 2009 business report Non-Voting No vote
3.2 The Supervisor's report Non-Voting No vote
4.1 Ratify 2009 business report and financial reports Mgmt For For
4.2 Ratify the proposal of 2009 profit distribution Mgmt For For
5.1 Approve the capitalization of 2009 shareholder's Mgmt For For
dividends and employee profit
5.2 Amend the Company's Article of Incorporation Mgmt For For
5.3 Amend the Company's rules and procedures of Mgmt For For
shareholders meeting
6 Other business and special motion Non-Voting No vote
7 Meeting adjourned Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933150310
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 19-Nov-2009
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
02 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
03 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
06 ELECTION OF DIRECTOR: MARIA KLAWE Mgmt For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION
12 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
13 SHAREHOLDER PROPOSAL - ADOPTION OF HEALTHCARE Shr Against For
REFORM PRINCIPLES
14 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shr Against For
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702312567
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
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.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 603908 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 Approve the Annual Report, the financial statements Mgmt No Action
of Nestle S.A. and the consolidated financial
statements of the Nestle Group for 2009
1.2 Approve the acceptance of the compensation report Mgmt No Action
2009
2. Approve to release the Members of the Board Mgmt No Action
of Directors and of the Management
3. Approve the appropriation of profits resulting Mgmt No Action
from the balance sheet of Nestle S.A Retained
earnings as specified provided that the proposal
of the Board of Directors is approved, the
gross dividend will amount to CHF 1.60 per
share, representing a net amount of CHF 1.04
per share after payment of the Swiss withholding
tax of 35% the last trading day with entitlement
to receive the dividend is 16 APR 2010, the
shares will be traded ex dividend as of 19
APR 2010, the net dividend will be payable
as from 22 APR 2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to Mgmt No Action
the Board of Directors for a term of 3 years
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board Mgmt No Action
of Directors for a term of 3 years
4.1.3 Re-elections of Mr.Andre Kudelski to the Board Mgmt No Action
of Directors for a term of 3 years
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Mgmt No Action
Board of Directors for a term of 2 years
4.2.1 Elections of Mrs. Titia de Lange to the Board Mgmt No Action
of Directors for a term of 3 years
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board Mgmt No Action
of Directors for a term of 3 years
4.3 Re-election of KPMG S.A., Geneva branch for Mgmt No Action
a term of 1year
5. Approve the cancellation of 185,000.000 shares Mgmt No Action
repurchased under the share buy-back programme,
and reduction of share capital by CHF 18,500.000,
and amend the Article 3 of the Articles of
Association as specified
6. Amend the New Article 4 of the Articles of Association Mgmt No Action
as specified
--------------------------------------------------------------------------------------------------------------------------
NINTENDO CO.,LTD. Agenda Number: 702489609
--------------------------------------------------------------------------------------------------------------------------
Security: J51699106
Meeting Type: AGM
Meeting Date: 29-Jun-2010
Ticker:
ISIN: JP3756600007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NOKIA CORP, ESPOO Agenda Number: 702230599
--------------------------------------------------------------------------------------------------------------------------
Security: X61873133
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: FI0009000681
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
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
PLEASE NOTE THAT ABSTAIN VOTE AT QUALIFIED MAJORITY Non-Voting No vote
ITEMS [2/3] WORKS AGAINST PROPOSAL.
1. Opening of the Meeting Non-Voting No vote
2. Matters of order for the Meeting Non-Voting No vote
3. Election of the persons to confirm the minutes Non-Voting No vote
and to verify the counting of votes
4. Recording the legal convening of the Meeting Non-Voting No vote
and quorum
5. Recording the attendance at the Meeting and Non-Voting No vote
adoption of the list of votes
6. Presentation of the Annual Accounts 2009, the Non-Voting No vote
report of the Board of Directors and the Auditor's
report for the year 2009 - Review by the President
and CEO
7. Adoption of the Annual Accounts Mgmt For For
8. Resolution on the use of the profit shown on Mgmt For For
the balance sheet and the payment of dividend:
the Board proposes to the AGM a dividend of
EUR 0.40 per share for the FY 2009. The dividend
will be paid to shareholders registered in
the Register of shareholders held by Euroclear
Finland Ltd on the record date, 11 MAY 2010.
The Board proposes that the dividend be paid
on or about 25 May 2010.
9. Resolution on the discharge of the Members of Mgmt For For
the Board of Directors and the President from
liability
10. Resolution on the remuneration of the Members Mgmt For For
of the Board of Directors: The Board's Corporate
Governance and Nomination Committee proposes
to the AGM that the remuneration payable to
the Members of the Board to be elected at the
AGM for the term for a term ending at the AGM
in 2011, be unchanged from 2008 and 2009 and
be as follows: EUR 440,000 for the Chairman,
EUR 150,000 for the Vice Chairman, and EUR
130,000 for each Member. In addition, the Committee
proposes that the Chairman of the Audit Committee
and Chairman of the Personnel Committee will
each receive an additional annual fee of EUR
25,000 and other Members of the Audit Committee
an additional annual fee of EUR 10,000 each.
The Corporate Governance and Nomination Committee
proposes that approximately 40% of the remuneration
be paid in Nokia shares purchased from the
market, which shares shall be retained until
the end of the Board Membership in line with
the Nokia policy [except for those shares needed
to offset any costs relating to the acquisition
of the shares, including taxes].
11. Resolution on the number of Members of the Board Mgmt For For
of Directors: Georg Ehrnrooth, Nokia Board
Audit Committee Chairman since 2007 and Board
Member since 2000, has informed that he will
not stand for re-election. The Board's Corporate
Governance and Nomination Committee proposes
to the AGM that the number of Board Members
be 10.
12. Election of Members of the Board of Directors: Mgmt For For
The Board's Corporate Governance and Nomination
Committee proposes to the AGM that the following
current Nokia Board Members be re-elected as
Members of the Board of Directors for a term
ending at the AGM in 2011: Lalita D. Gupte,
Dr. Bengt Holmstrom, Prof. Dr. Henning Kagermann,
Olli-Pekka Kallasvuo, Per Karlsson, Isabel
Marey-Semper, Jorma Ollila, Dame Marjorie Scardino,
Risto Siilasmaa and Keijo Suila.
13. Resolution on the remuneration of the Auditor: Mgmt For For
The Board's Audit Committee proposes to the
AGM that the External Auditor to be elected
at the AGM be reimbursed according to the invoice
of the Auditor, and in compliance with the
purchase policy approved by the Audit Committee.
14. Election of Auditor: The Board's Audit Committee Mgmt For For
proposes to the AGM that PricewaterhouseCoopers
Oy be re-elected as the Company's Auditor for
the FY 2010.
15. Resolution on the amendment of the Articles Mgmt For For
of Association: The Board proposes to the AGM
the Articles of Association of the Company
to be amended as follows: Amend the provision
on the object of the Company to reflect more
precisely its current business activities [Article
2]. Amend the provision on the notice of a
General Meeting to the effect that the provisions
on the publication date of the notice corresponds
to the amended provisions of the Finnish Companies
Act and to allow the publication of the notice
in the same manner as the other official disclosures
of the Company [Article 10].
16. Authorize the Board of Directors to resolve Mgmt For For
to repurchase the Company's own shares: The
Board proposes that the AGM authorize the Board
to resolve to repurchase a maximum of 360 million
Nokia shares by using funds in the unrestricted
shareholders' equity. Repurchases will reduce
funds available for distribution of profits.
The shares may be repurchased in order to develop
the capital structure of the Company, finance
or carry out acquisitions or other arrangements,
settle the Company's equity-based incentive
plans, be transferred for other purposes, or
be cancelled. The shares may be repurchased
either a) through a tender offer made to all
the shareholders on equal terms; or b) through
public trading by repurchasing the shares in
another proportion than that of the current
shareholders. It is proposed that the authorization
be effective until 30 JUN 2011 and terminate
the corresponding authorization granted by
the AGM on 23 APR 2009.
17. Authorize the Board of Directors to resolve Mgmt For For
on the issuance of shares and special rights
entitling to shares. The Board proposes that
the AGM authorizes the Board to resolve to
issue a maximum of 740 million shares during
the validity period of the authorization through
issuance of shares or special rights entitling
to shares [including stock options] under Chapter
10, Section 1 of the Finnish Companies Act
in 1 or more issues. The Board proposes that
the authorization may be used to develop the
Company's capital structure, diversify the
shareholder base, finance or carry out acquisitions
or other arrangements, settle the Company's
equity-based incentive plans, or for other
purposes resolved by the Board. It is proposed
that the authorization include the right for
the Board to resolve on all the terms and conditions
of the issuance of shares and such special
rights, including to whom shares or special
rights may be issued as well as the consideration
to be paid. The authorization thereby includes
the right to deviate from the shareholders'
pre-emptive rights within the limits set by
law. It is proposed that the authorization
be effective until 30 JUN 2013 and terminate
the corresponding authorization granted by
the AGM on 03 MAY 2007.
18. Closing of the Meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
NOVO-NORDISK A/S (VORMALS NOVO INDUSTRI A/S) Agenda Number: 702275581
--------------------------------------------------------------------------------------------------------------------------
Security: K7314N152
Meeting Type: AGM
Meeting Date: 24-Mar-2010
Ticker:
ISIN: DK0060102614
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting No vote
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
1. Approve the Board of Director's oral report Non-Voting No vote
on the Company's activities in the past FY
2. Approve the presentation and adopt the audited Mgmt Abstain Against
annual report 2009
3. Approve the remuneration of the Board of Directors Mgmt Abstain Against
for 2009 and 2010
4. Approve to distribute the profit according to Mgmt Abstain Against
the adopted annual report 2009
5.a Election of Sten Scheibye as a Member to the Mgmt Abstain Against
Board of Director
5.b Election of Goran A Ando as a Member to the Mgmt Abstain Against
Board of Director
5.c Election of Henrik Gurtler as a Member to the Mgmt Abstain Against
Board of Director
5.d Election of Pamela J Kirby as a Member to the Mgmt Abstain Against
Board of Director
5.e Election of Kurt Anker Nielsen as a Member to Mgmt Abstain Against
the Board of Director
5.f Election of Hannu Ryopponen as a Member to the Mgmt Abstain Against
Board of Director
5.g Election of Jorgen Wedel as a Member to the Mgmt Abstain Against
Board of Director
6. Re-election of PricewaterhouseCoopers as the Mgmt Abstain Against
Auditors
7.1A1 Approve the amendments due to the new Danish Mgmt Abstain Against
Companies Act: Mandatory amendments
7.1A2 Approve the amendments due to the new Danish Mgmt Abstain Against
Companies Act: Consequential editorial amendments
7.1B1 Amend the Articles 5.1, 5.10 and existing Article Mgmt Abstain Against
17.2 [new Article 18.2] [Adoption reference
to central securities depository]
7.1B2 Amend the Articles 8.2, 11.2 and 11.4 [direct Mgmt Abstain Against
election by the AGM of the Chairman and vice
Chairman of the Board of Directors]
7.1B3 Amend the Existing Articles 13.1 [new Article Mgmt Abstain Against
14.1] [change in the rule of signature]
7.1B4 Amend new Article 13 [English as corporate language] Mgmt Abstain Against
7.1B5 Amend Article 16.2 [New Article 17.2] [reference Mgmt Abstain Against
to applicable law re annual report]
7.1B6 Amend Article 17.2 [New Article 18.2] [deletion Mgmt Abstain Against
of sentence on lapse of the right to dividends]
7.2 Approve the reduction of the Company's B share Mgmt Abstain Against
capital from DKK 512,512,800 to DKK 492,512,800
by cancellation of 20,000,000 B shares of DKK
1 each from the Company's own holdings of B
shares at a nominal value of DKK 20,000,000,
equal to slightly more than 3.2% of the total
share capital after implementation of the share
capital reduction, the Company's share capital
will amount to DKK 600,000,000, divided into
A share capital of DKK 107,487,200 and B share
capital of DKK 492,512,800
7.3 Authorize the Board of Directors, to allow the Mgmt Abstain Against
Company to acquire own shares of up to 10%
of the share capital and at the price quoted
at the time of the purchase with a deviation
of up to 10% [Authority expires at the conclusion
of next AGM]
7.4 Amend the Incentive Guidelines Mgmt Abstain Against
8. Authorize the Chairman of the meeting Mgmt Abstain Against
Miscellaneous Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
REDECARD S A Agenda Number: 702327265
--------------------------------------------------------------------------------------------------------------------------
Security: P79941103
Meeting Type: EGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: BRRDCDACNOR3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' Non-Voting No vote
IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/
OR ABSTAIN ARE ALLOWED. THANK YOU
1 Amend the Articles 16, 18 and 19 and adjustments Mgmt For For
to the wording in Articles 9, 29, 30, 32, 34
and 36 of the Corporate By-laws
2 Amend the Redecard Stock Option Plan Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
REDECARD S A Agenda Number: 702332848
--------------------------------------------------------------------------------------------------------------------------
Security: P79941103
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: BRRDCDACNOR3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' Non-Voting No vote
IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY
VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/
OR ABSTAIN ARE ALLOWED. THANK YOU
PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE Non-Voting No vote
TO ELECT A MEMBER MUST INCLUDE THE NAME OF
THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS
TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A
CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED
IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S
CANDIDATE. THANK YOU.
1. Approve to examine, discuss and vote upon the Mgmt For For
Board of Directors annual report, the financial
statements and Independent Auditors and Finance
Committee report relating to FY ending 31 DEC
2009
2. Approve the allocation of the net profit from Mgmt For For
the FY and the balance of the retained profit
reserve account
3. Election of the Members of the Board of Directors Mgmt For For
and approve to re-elect the Chairperson of
the Board of Directors, in accordance with
the terms of Article 13, 8 of the Corporate
Bylaws, note under the terms of the applicable
legislation
4. Approve to set the global remuneration of the Mgmt For For
Board of Directors, the Independent Auditors
and the Directors
5. Approve to substitute the newspaper in which Mgmt For For
the notices ordered by Law Number 6404 76 must
be published
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 702448463
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 08-Jun-2010
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 700811 DUE TO RESOLUTIONS 8 AND 9 NOW BEING
SPLIT RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
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). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. 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 THIS Non-Voting No vote
MEETING IS 18 MAY 2010, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2009 FY with the report
of the Supervisory Board, the Group financial
statements, the Group annual report, and the
reports pursuant to Sections 289(4), 289(5)
and 315(4) of the German Commercial Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 4,304,693,525.47 as follows:
Payment of a dividend of EUR 0.50 per no-par
share EUR 3,709,817,665.47 shall be carried
forward Ex-dividend and payable date: 09 JUN
2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Approval of the new compensation system for Mgmt For For
the Board of Managing Directors, to be found
on the Company's web site
6. Appointment of the Auditors for the 2010 FY: Mgmt For For
KPMG AG, Berlin
7. Amendments to the Articles of Association: a) Mgmt For For
Section 4(1), in respect of the Company's share
capital being EUR 1,226,039,608 and divided
into 1,226,039,608 no-par shares, b) Section
4(6)1, in respect of the share capital being
increased by up to EUR 35,456,908 through the
issue of up to 35,456,908 bearer no-par shares
(contingent capital IIIa), c) Section 4(10)1,
in respect of the share capital being in creased
by up to EUR 72,119,440 through the issue of
up to 72,119,440 bearer no-par shares (contingent
capital VI)
8.A Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
17 (3) of the Articles of Incorporation
8.B Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
18 (2) of the Articles of Incorporation
8.C Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
online participation
8.D Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
postal voting
8.E Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
19 (2) of the Articles of Incorporation
8.F Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
20 (4) of the Articles of Incorporation
9.A Renewal of authorized capital facilities: Deletion Mgmt For For
of paragraphs (5) and (7) of Section 4 of the
current version of the Articles of Incorporation
(Authorized Capital I and II)
9.B Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital Ia and the
creation of new Authorized Capital I and on
the corresponding amendment to Section 4 of
the Articles of Incorporation
9.C Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital IIa and
on the creation of new Authorized Capital II
and on the corresponding amendment to Section
4 of the Articles of Incorporation
10. Resolution on the creation of an authorized Mgmt For For
capital III and the corresponding amendment
to the Articles of Association, the Board of
Managing Directors shall be authorized, with
the consent of the Supervisory Board, to increase
the share capital by up to EUR 30,000,000 through
the issue of new bearer no-par shares to employees
of the Company and its affiliates against contributions
in cash and/or kind, on or before 07 JUN 2015,
shareholders subscription rights shall be excluded
11. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to EUR 120,000,000, at a price neither more
than 10% above, nor more than 20% below, the
market price of the shares, on or before 30
JUN 2013, the Board of Managing Directors shall
be authorized to sell the shares on the stock
exchange and to offer them to the shareholders
for subscription, to dispose of the shares
in another manner if they are sold at a price
not materially below their market price, to
offer the shares to third parties for acquisition
purposes, to retire the shares, to use the
shares within the scope of the Company's stock
option and incentive plans, or for satisfying
conversion and option rights, and to offer
the shares to employees of the Company and
its affiliates
12. Resolution on the remuneration for the Supervisory Mgmt For For
and the corresponding amendment to the Articles
of Association as of the 2010 FY, the chairman
of the Supervisory Board shall receive a fixed
annual remuneration of EUR 100,000, the deputy
chairman EUR 70,000, and every other Board
member EUR 50,000, members of the Audit Committee
shall receive, in addition, a fixed annual
remuneration of EUR 15,000 (the chairman EUR
25,000) and members of another committee EUR
10,000 (the committee chairmen EUR 20,000),
furthermore, the chairman of the Supervisory
Board shall receive a variable remuneration
of EUR 10,000, the deputy chairman EUR 8,000
and the every other Board member EUR 6,000
for every EUR 0.01 of the dividend per share
in excess of EUR 0.40, however, the total annual
remuneration may not exceed EUR 250,000 for
the chairman of the Supervisory Board, EUR
200,000 for the deputy chairman, and EUR 150,000
for every other Supervisory Board member
--------------------------------------------------------------------------------------------------------------------------
SCHRODERS PLC, LONDON Agenda Number: 702301514
--------------------------------------------------------------------------------------------------------------------------
Security: G7860B102
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: GB0002405495
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Directors report and the accounts Mgmt For For
of the Company for the YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Election of Robin Buchanan, who retires in accordance Mgmt For For
with Article 79, as a
4 Re-election of Michael Miles, who retires in Mgmt For For
accordance with Article 80, as a Director of
the Company
5 Re-election of Merlyn Lowther, who retires in Mgmt For For
accordance with Article 80, as a Director
of the Company
6 Re-election of Bruno Schroder, who retires having Mgmt For For
served more than 9 years, as a Director of
the Company
7 Re-appointment of PricewaterhouseCoopers LLP Mgmt For For
as Auditors of the Company to hold office
from the conclusion of this meeting until the
conclusion of the next general meeting at
which accounts are laid before the Company
in accordance with Section 489 of the
Companies Act 2006
8 Authorize the Directors to fix the remuneration Mgmt For For
of PricewaterhouseCoopers LLP as Auditors of
the Company
9 Authorize the Directors to allot equity securities Mgmt For For
up to and aggregate nominal amount of
GBP 5,000,000; Authority shall expire on 30
MAY 2011 or at the conclusion of the next AGM
of the Company after the passing of this
resolution whichever is earlier and
the Directors may allot equity securities
in pursuance of such an offer or agreement
as if the authority conferred hereby had
not expired, for the purposes of this authority
the expression equity securities shall
mean equity securities as specified in
Section 560 of the Companies Act 2006 CONTD...
- CONTD...but shall not in any circumstances include Non-Voting No vote
ordinary shares as specified in the
Company's Articles of Association, or any
right to subscribe for, or to convert
any security into, ordinary shares
10 Approve the Schroders 2010 Long Term Incentive Mgmt For For
Plan and authorize the Directors of
the Company to do all such acts and things
necessary or expedient to carry the
same into effect
S.11 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006, to make one
or more market purchases within the meaning
of Section 693(4) of the Companies Act
2006 of non-voting ordinary shares of GBP 1
each shares, subject to the following conditions:
such authority be limited to a maximum number
of 14,400,000 Shares; in the case of purchases
made otherwise than by tender offer, the maximum
price, exclusive of expenses, at which
Shares may be purchases is the higher of 5%
above the average of the middle market quotations
for the Shares as derived from the London Stock
Exchange Daily Official List for the five
business days preceding the date on which
the tender offer is announced; the minimum
price at which shares may be purchased
is GBP 1 per share, exclusive of expenses CONTD...
- CONTD...and Authority expires at the conclusion Non-Voting No vote
of the next AGM of the Company; and the Company
may before such expiry enter into a contract
to purchase Shares which would or might
be completed or executed wholly or partly after
its expiry and may make a purchase of Shares
in pursuance of any such contract
S.12 Approve the general meeting other than an AGM Mgmt For For
may be called on not less that 14 clear days'
notice
S.13 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions from
the Company's Memorandum of Association which,
by virtue of Section 28 of the Companies
Act 2006, are to be treated as provisions of
the Company's Articles of Association; and
that the regulations initialed by the Chairman
be adopted as the Articles of Association of
the Company in substitution for, and
to the exclusion of, the existing Articles
of Association
--------------------------------------------------------------------------------------------------------------------------
SHIRE PLC Agenda Number: 702314282
--------------------------------------------------------------------------------------------------------------------------
Security: G8124V108
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: JE00B2QKY057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Company's accounts for the YE 31 Mgmt For For
DEC 2009 together with the Director's
report and the Auditor's report on those accounts
2 Approve the Directors' remuneration report for Mgmt For For
the YE 31 DEC 2009
3 Election of Mr. David Stout as a Director of Mgmt For For
the Company
4 Election of Mr. William Burns as a Director Mgmt For For
of the Company
5 Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company to hold office from the conclusion
the meeting to the conclusion of the AGM of
the Company to be held in 2011
6 Authorize the Audit, Compliance & Risk Committee Mgmt For For
of the Board to determine the remuneration
of the Auditors
7 Approve to renew the authority of the Directors Mgmt For For
to allot relevant Securities as defined in
the Company's Articles of Association by Article
10 paragraph B of the Company's Articles
of Association and for this purpose the
authorized allotment amount shall be
GBP 9,366,113; and shall be solely in connection
with a rights issue as defined in the Company's
Articles of Association, but only if
and to the extent that such offer is implemented
by way of rights of GBP 18,732,227 of relevant
securities; Authority expires the earlier
of the allotment period on 27 APR 2010 and
ending on the earlier of 26 JUL 2011 or the
conclusion of the AGM of the Company to be
held in 2011; and the Directors may allot
relevant securities after the expiry of this
authority in pursuance of such an offer
or agreement made prior to such expiry
8 Approve the proposed amendments to the Shire Mgmt For For
Portfolio Share Plan and authorize
the Directors to do all such things as may
be necessary to carry the same into effect
S.9 Approve to renew the authority of the Directors, Mgmt For For
subject to the passing of Resolution 7,
to allot equity securities as defined in the
Company's Articles of Association
wholly for cash, by Article 10 paragraph (D)
of the Company's Articles of Association and
for this purpose the non pre-emptive amount
as defined in the Company's Articles of Association
shall be GBP 1,404,917 of equity securities;
Authority expires the earlier of the period
commencing on 27 APR 2010 and ending on the
earlier of 26 JUL 2011 or the conclusion
of the AGM of the Company to be held in 2011;
and the Directors may allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior
to such expiry
S.10 Authorize the Company, pursuant to Article 57 Mgmt For For
of the Companies Jersey Law 1991, to make
market purchases of 56,196,681 ordinary shares
in the capital of the Company, at a minimum
price exclusive of any expenses of 5 pence
and the maximum price exclusive of any expenses
which shall be the higher of a an amount
equal to 105% above the average of the middle
market quotation for a share as taken form
the London Stock Exchange Daily Official List
for the 5 business days immediately preceding
the day on which that ordinary share is 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 the
purchase is carried out; CONTD.
- CONTD. Authority expires earlier at the conclusion Non-Voting No vote
of the AGM of the Company to be held in 2011
or 26 JUL 2011; and the Company may make a
purchase of ordinary shares pursuant to
any such contract; pursuant to Article 58(A)
of the Companies Jersey Law 1991; and to
hold, as treasury shares, any ordinary
shares purchased pursuant to the authority
conferred by of this resolution
--------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 702177709
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 26-Jan-2010
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the report of the Supervisory Non-Voting No vote
Board, the Corporate Governance report, the
compensation report as well as the compliance
report for the 2008/2009 FY
2. Presentation of the financial statements and Non-Voting No vote
annual report for the 2008/2009 FY with the
Group financial statements, the Group annual
report, and the reports pursuant to Sections
289[4] and 315[4] of the German Commercial
Code
3. Resolution on the appropriation of the distribution Mgmt For For
profit of EUR 1,462,725,473.60 as follows:
payment of a dividend of EUR 1.60 per no-par
share; EUR 75,124,747.20 shall be carried forward;
ex-dividend and payable date: 27 JAN 2010
4.A Ratification of the acts of the Board of Managing Mgmt For For
Directors: Peter Loescher
4.B Ratification of the acts of the Board of Managing Mgmt For For
Directors: Wolfgang Dehen
4.C Ratification of the acts of the Board of Managing Mgmt For For
Directors: Heinrich Hiesinger
4.D Ratification of the acts of the Board of Managing Mgmt For For
Directors: Joe Kaeser
4.E Ratification of the acts of the Board of Managing Mgmt For For
Directors: Barbara Kux [seit 17.11.2008]
4.F Ratification of the acts of the Board of Managing Mgmt For For
Directors: Jim Reid-Anderson [bis 30.11.2008]
4.G Ratification of the acts of the Board of Managing Mgmt For For
Directors: Hermann Requardt
4.H Ratification of the acts of the Board of Managing Mgmt For For
Directors: Siegfried Russwurm
4.I Ratification of the acts of the Board of Managing Mgmt For For
Directors: Peter Y. Solmssen
5.A Ratification of the acts of the Supervisory Mgmt For For
Board: Gerhard Cromme
5.B Ratification of the acts of the Supervisory Mgmt For For
Board: Berthold Huber
5.C Ratification of the acts of the Supervisory Mgmt For For
Board: Ralf Heckmann [bis 27.1.2009]
5.D Ratification of the acts of the Supervisory Mgmt For For
Board: Josef Ackermann
5.E Ratification of the acts of the Supervisory Mgmt For For
Board: Lothar Adler
5.F Ratification of the acts of the Supervisory Mgmt For For
Board: Jean-Louis Beffa
5.G Ratification of the acts of the Supervisory Mgmt For For
Board: Gerd von Brandenstein
5.H Ratification of the acts of the Supervisory Mgmt For For
Board: Michael Diekmann
5.I Ratification of the acts of the Supervisory Mgmt For For
Board: Hans Michael Gaul
5.J Ratification of the acts of the Supervisory Mgmt For For
Board: Peter Gruss
5.K Ratification of the acts of the Supervisory Mgmt For For
Board: Bettina Haller
5.L Ratification of the acts of the Supervisory Mgmt For For
Board: Hans-Juergen Hartung [seit 27.1.2009]
5.M Ratification of the acts of the Supervisory Mgmt For For
Board: Heinz Hawreliuk [bis 31.3.2009]
5.N Ratification of the acts of the Supervisory Mgmt For For
Board: Harald Kern
5.O Ratification of the acts of the Supervisory Mgmt For For
Board: Nicola Leibinger-Kammueller
5.P Ratification of the acts of the Supervisory Mgmt For For
Board: Werner Moenius
5.R Ratification of the acts of the Supervisory Mgmt For For
Board: Hakan Samuelsson
5.S Ratification of the acts of the Supervisory Mgmt For For
Board: Dieter Scheitor
5.T Ratification of the acts of the Supervisory Mgmt For For
Board: Rainer Sieg
5.U Ratification of the acts of the Supervisory Mgmt For For
Board: Birgit Steinborn
5.V Ratification of the acts of the Supervisory Mgmt For For
Board: Lord Iain Vallance of Tummel
5.W Ratification of the acts of the Supervisory Mgmt For For
Board: Sibylle Wankel [seit 1. 4. 2009]
6. Approval of the remuneration system for the Mgmt For For
Members of the Board of Managing Directors
7. Appointment of Auditors for the 2009/2010 FY: Mgmt For For
Ernst & Young A G, Stuttgart
8. Authorization to acquire own shares: the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices neither
more than 10% above, nor more than 20% below,
the market price of the shares, from 01 MAR
2010 to 25 JUL 2011, the Board of Managing
Directors shall be authorized to retire the
shares, to use the shares within the scope
of the Company's Stock Option Plans, to issue
the shares to Employees and Executives of the
Company and its affiliates, to use the shares
for mergers and acquisitions, to sell the shares
at a price not materially below their market
price, and to use the shares for satisfying
conversion or option rights
9. Authorization to use derivatives for the acquisition Mgmt For For
of own shares supplementary to item 8, the
Company shall be authorized to use call and
put options for the purpose of acquiring own
shares
10. Resolution on the authorization to issue convertible Mgmt For For
or warrant bonds, the creation of new contingent
capital, and the corresponding amendments to
the Articles of Association: the Board of Managing
Directors shall be authorized to issue bonds
of up to EUR 15,000,000,000, conferring convertible
or option rights for shares of the Company,
on or before 25 JAN 2015, shareholders shall
be granted subscription rights, except for
the issue of bonds conferring convertible and/or
option rights for shares of the Company of
up to 10% of the share capital at a price not
materially below their theoretical market value,
for residual amounts, for the granting of subscription
rights to holders of previously issued convertible
or option rights, and for the issue of bonds
against payment in kind, especially in connection
with mergers and acquisitions, the Company's
share capital shall be increased accordingly
by up to EUR 600,000,000 through the issue
of up to 200,000,000 new registered no-par
shares, insofar as convertible or option rights
are exercised, the authorization given by the
shareholders' meeting of 27 JAN 2009, to issue
convertible or warrant bonds and the corresponding
authorization to create a contingent capital
2009 shall be revoked
11. Amendments to the Articles of Association: a] Mgmt For For
Section 18[3], in respect of shareholders whose
combined shares amount to at least one twentieth
of the share capital being entitled to request
in writing the convening of a shareholders'
meeting stating the purpose and the reasons
for the meeting; b] Section 19[5], in respect
of the Board of Managing Directors being authorized
to allow shareholders to participate in a shareholders'
meeting by way of electronic means of communication;
c] Section 19[6], in respect of the Board of
Managing Directors being authorized to provide
for the shareholders to exercise their right
to vote, without participating at the meeting,
in writing or by way of electronic means of
communication; d] Section 21[6] - deletion
Section 19[7], in respect of the chairman of
the shareholders' meeting being authorized
to permit the audiovisual transmission of the
shareholders' meeting; e] Section 19[3]3, in
respect of the Company also being authorized
to announce shorter periods measured in days
in the notice of shareholders' meeting; f]
Section 20, in respect of proxy-voting instructions
being issued/withdrawn in writing; g] Section
21, in respect of the chairman of the shareholders'
meeting determining the order of agenda items
and the sequence of voting; h] Section 24[3],
in respect of the documents being made available
electronically on the Company's website instead
of physically
12.A Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Karl-Hermann Baumann in
which the latter agrees to pay a compensation
of EUR 1,000,000 to the Company shall be approved
12.B Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Johannes Feldmayer in
which the latter agrees to pay a compensation
of approximately EUR 3,000,000 to the Company
shall be approved
12.C Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Klaus Kleinfeld in which
the latter agrees to pay a compensation of
EUR 2,000,000 to the Company shall be approved
12.D Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Edward G. Krubasik
in which the latter agrees to pay a compensation
of EUR 500,000 to the Company shall be approved
12.E Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Rudi Lamprecht in which the
latter agrees to pay a compensation of EUR
500,000 to the Company shall be approved
12.F Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Heinrich V. Pierer
in which the latter agrees to pay a compensation
of EUR 5,000,000 to the Company shall be approved
12.G Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Juergen Radomski in which
the latter agrees to pay a compensation of
EUR 3,000,0 00 to the Company shall be approved
12.H Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Uriel Sharef in which the
latter agrees to pay a compensation of EUR
4,000,000 to the Company shall be approved
12.I Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Klaus Wucherer in
which the latter agrees to pay a compensation
of EUR 500, 000 to the Company shall be approved
13. Approval of the settlement agreement with D&O Mgmt For For
insurance carriers the settlement agreement
between the Company and the D&O insurance carriers
Allianz global Corporate & Speciality AG, Zurich
Versicherung AG [Deutschland], Ace European
Group Limited, Liberty Mutual Insurance Europe
Limited, and Swiss Re International Se, in
which the insurance carriers agree to pay up
to EUR 100,000,000 to the Company for the settlement
of claims of the Company in connection with
the acts of corruption shall be approved
14. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Adjustment of the remuneration for
the Supervisory Board and the corresponding
amendment to the Articles of Association; each
member of the Supervisory Board shall receive
a fixed annual remuneration of EUR 50,000,
the chairman of the Supervisory Board shall
receive 4 times, and every deputy chairman,
twice this amount, in addition, every member
of the audit committee and the chairman committee
shall receive one-half of the abovementioned
amount [the committee chairmen shall receive
the full amount], furthermore, each member
of the compliance committee and the finance
and investment committee shall receive an additional
remuneration of one-fourth of the abovementioned
amount [the committee chairmen shall receive
one-half of the amount], the members of the
Supervisory Board shall also receive an attendance
fee of EUR 1,000 per Supervisory Board meeting
or committee meeting, the fixed annual remuneration
shall be adjusted annually on the basis of
the average development of wages and salaries
within the Company, furthermore, the Company
shall take out D&O insurance policies for the
members of the Supervisory Board, the premium
for this insurance policy shall be paid by
the Company, the policy shall provide for a
deductible of 10% of damages up to a maximum
of one-and-a-half times the fixed annual remuneration
for the Supervisory Board, the Board of Managing
Directors and the Supervisory Board recommend
to reject this motion
15. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to Section 2 of the Articles
of Association, as follows: when making decisions,
the Company shall take the interests of all
stakeholders into consideration: Shareholders,
Employees, Customers, and Suppliers, the Company
shall be fully aware of its social responsibility
and commit itself to a sustainable corporate
policy, the interests of shareholders and employees
shall be treated equally, the Board of Managing
Directors and the Supervisory Board recommend
to reject this motion
--------------------------------------------------------------------------------------------------------------------------
SINGAPORE EXCHANGE LTD Agenda Number: 702096202
--------------------------------------------------------------------------------------------------------------------------
Security: Y79946102
Meeting Type: AGM
Meeting Date: 13-Oct-2009
Ticker:
ISIN: SG1J26887955
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors' report and Mgmt For For
the audited financial statements for the FYE
30 JUN 2009 and the Auditor's report thereon
2. Declare a one-tier tax exempt final dividend Mgmt For For
amounting to 15.5 cents per share for the FYE
30 JUN 2009
3. Re-appoint Mr. Joseph Yuvaraj Pillay, pursuant Mgmt For For
to Section 153(6) of the Companies Act, Chapter
50 of Singapore, as a Director of the Company
to hold such office from the date of this AGM
until the next AGM of the Company
4. Re-elect Ms. Euleen Goh as a Director, who retires Mgmt For For
by rotation under Article 99A of the Company's
Articles of Association [the 'Articles']
5. Re-elect Mr. Ho Tian Yee as a Director, who Mgmt For For
retires by rotation under Article 99A of the
Company's Articles of Association [the 'Articles']
6. Re-elect Mr. Low Check Kian as a Director, who Mgmt For For
retires by rotation under Article 99A of the
Company's Articles of Association [the 'Articles']
7. Re-elect Mr. Robert Owen as a Director, who Mgmt For For
retires by rotation under Article 99A of the
Company's Articles of Association [the 'Articles']
8. Re-elect Mr. Liew Mun Leong as a Director, who Mgmt For For
ceases to hold office under Article 104 of
the Articles
9. Approve to pay the sum of up to SGD 750,000 Mgmt For For
to Mr. Joseph Yuvaraj Pillay as the Director's
fees, and the provision to him of transport
benefits, including a car and a driver, for
the FY ending 30 JUN 2010
10. Approve to pay the sum of up to SGD 1,200,000 Mgmt For For
to all Directors [other than Mr. Joseph Yuvaraj
Pillay] as the Directors' fees for the FY ending
30 JUN 2010
11. Re-appoint Messrs. PricewaterhouseCoopers as Mgmt For For
the Auditors of the Company and authorize the
Directors to fix their remuneration
12. Authorize the Board of Directors of the Company Mgmt For For
to issue shares in the capital of the Company
whether by way of rights, bonus or otherwise;
and/or make or grant offers, agreements or
options [collectively, 'Instruments'] that
might or would require shares to be issued,
including but not limited to the creation and
issue of [as well as adjustments to] warrants,
debentures or other instruments convertible
into shares, at any time and upon such terms
and conditions and for such purposes and to
such persons as the Directors may in their
absolute discretion deem fit; and [notwithstanding
the authority conferred by this Resolution
may have ceased to be in force] issue shares
in pursuance of any Instrument made or granted
by the Directors while this Resolution was
in force, provided that: 1] the aggregate number
of shares to be issued pursuant to this Resolution
[including shares to be issued in pursuance
of Instruments made or granted pursuant to
this Resolution] does not exceed 50% of the
total number of issued shares [excluding treasury
shares] in the capital of the Company [as calculated
in accordance with this resolution below],
of which the aggregate number of shares to
be issued other than on a pro rata basis to
shareholders of the Company [including shares
to be issued in pursuance of Instruments made
or granted pursuant to this Resolution] does
not exceed 10% of the total number of issued
shares [excluding treasury shares] in the capital
of the Company [as calculated in accordance
with this resolution below]; 2] [subject to
such manner of calculation as may be prescribed
by the Singapore Exchange Securities Trading
Limited (SGX-ST)] for the purpose of determining
the aggregate number of shares that may be
issued under this resolution above, the percentage
of issued shares shall be based on the total
number of issued shares [excluding treasury
shares] in the capital of the Company at the
time this Resolution is passed, after adjusting
for: i) new shares arising from the conversion
or exercise of any convertible securities or
share options or vesting of share awards which
are outstanding or subsisting at the time this
Resolution is passed; and ii) any subsequent
bonus issue or consolidation or subdivision
of shares; 3] in exercising the authority conferred
by this Resolution, the Company shall comply
with the provisions of the Listing Manual of
the SGX-ST for the time being in force [unless
such compliance has been waived by the Monetary
Authority of Singapore] and the Articles of
Association for the time being of the Company;
and [authority expires the earlier of the conclusion
of the next AGM of the Company or the date
by which the next AGM of the Company is required
by law to be held]
13. Authorize the Directors of the Company to grant Mgmt For For
awards in accordance with the provisions of
the SGX Performance Share Plan and to allot
and issue from time to time such number of
ordinary shares in the capital of the Company
as may be required to be issued pursuant to
the exercise of options under the SGX Share
Option Plan and/or such number of fully-paid
shares as may be required to be issued pursuant
to the vesting of awards under the SGX Performance
Share Plan, provided that the aggregate number
of new shares to be issued pursuant to the
SGX Share Option Plan and the SGX Performance
Share Plan shall not exceed 10% of the total
number of issued ordinary shares [excluding
treasury shares] in the capital of the Company
from time to time
Transact any other business Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
SINGAPORE EXCHANGE LTD Agenda Number: 702096214
--------------------------------------------------------------------------------------------------------------------------
Security: Y79946102
Meeting Type: EGM
Meeting Date: 13-Oct-2009
Ticker:
ISIN: SG1J26887955
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 [the Companies Act],
to purchase or otherwise acquire issued ordinary
shares in the capital of the Company [Shares]
not exceeding in aggregate the maximum 10%
of the total number of issued shares, at such
price or prices as may be determined by the
Directors from time to time up to the maximum
price i) in the case of a market purchase of
a share, 105% of the average closing price
of the shares and ii) in the case of an off-market
purchase of a share, 110% of the average closing
price of the shares, whether by way of: i)
market purchase(s) on the Singapore Exchange
Securities Trading Limited [SGX-ST] and/or
any other securities exchange on which the
Shares may for the time being be listed and
quoted [Other Exchange]; and/or; ii) off-market
purchase(s) [if effected otherwise than on
the SGX-ST or, as the case may be, Other Exchange]
in accordance with any equal access Scheme(s)
as may be determined or formulated by the Directors
as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the
Companies Act, and otherwise in accordance
with all other laws and regulations and rules
of the SGX-ST or, as the case may be, Other
Exchange as may for the time being be applicable
[the Share Purchase Mandate]; [Authority expires
the earlier of the conclusion of the next AGM
of the Company is held; and the date by which
the next AGM of the Company is required by
Law to be held]; and authorize the Directors
of the Company and/or any of them to complete
and do all such acts and things [including
executing such documents as may be required]
as they and/or he may consider expedient or
necessary to give effect to the transactions
contemplated and/or authorized by this Resolution
--------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC Agenda Number: 702319547
--------------------------------------------------------------------------------------------------------------------------
Security: G84228157
Meeting Type: AGM
Meeting Date: 07-May-2010
Ticker:
ISIN: GB0004082847
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts Mgmt For For
2. Declare the final dividend Mgmt For For
3. Approve the Directors' remuneration report Mgmt For For
4. Re-elect Mr. J.F.T. Dundas as Non-Executive Mgmt For For
Director
5. Re-elect Miss V.F. Gooding CBE as Non-Executive Mgmt For For
Director
6. Re-elect Mr. R.H.P. Markham as Non-Executive Mgmt For For
Director
7. Re-elect Mr. J.W. Peace as Chairman Mgmt For For
8. Re-elect Mr. P.A. Sands as an Executive Director Mgmt For For
9. Re-elect Mr. P.D. Skinner as Non-Executive Director Mgmt For For
10. Re-elect Mr. O.H.J. Stocken, as Non-Executive Mgmt For For
Director
11. Election of Mr. J.S. Bindra, who was appointed Mgmt For For
as an Executive Director by the Board since
the last AGM of the Company
12. Election of Mr. R. Delbridge, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
13. Election of Dr. Han Seung-soo KBE, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
14. Election of Mr. S.J. Lowth, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
15. Election of Mr. A.M.G. Rees, who was appointed Mgmt For For
as an Executive Director by the Board since
the last AGM of the Company
16. Re-appoint the Auditor Mgmt For For
17. Authorize the Board to set the Auditor's fees Mgmt For For
18. Authorize the Company and its subsidiaries to Mgmt For For
make political donations
19. Authorize the Board to allot shares Mgmt For For
20. Approve to extend the authority to allot shares Mgmt For For
21. Authorize the Board to allot shares in connection Mgmt For For
with the Indian listing
S.22 Approve to disapply pre-emption rights Mgmt For For
S.23 Approve to disapply pre-emption rights in connection Mgmt For For
with the Indian listing
S.24 Authorize the Company to buy back its Ordinary Mgmt For For
Shares
S.25 Authorize the Company to buy back its Preference Mgmt For For
Shares
S.26 Adopt the new Articles of Association Mgmt For For
S.27 Authorize the Company to call a general meeting Mgmt For For
other than an AGM on not less than 14 clear
days' notice
28. Amend the Standard Chartered 2006 Restricted Mgmt For For
Share Scheme
29. Approve the waiver in respect of the reporting Mgmt For For
and annual review requirements in respect of
ongoing banking transactions with associates
of Temasek that the Company has not been able
to identify
30. Approve the waiver in respect of the requirement Mgmt For For
to enter into fixed-term written agreements
with Temasek and its associates in respect
of ongoing banking transactions
31. Approve future ongoing banking transactions Mgmt For For
with Temasek and its associates, including
the waiver in respect of the requirement to
set an annual cap
--------------------------------------------------------------------------------------------------------------------------
SUNCOR ENERGY INC. Agenda Number: 933214126
--------------------------------------------------------------------------------------------------------------------------
Security: 867224107
Meeting Type: Annual
Meeting Date: 04-May-2010
Ticker: SU
ISIN: CA8672241079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MEL E. BENSON Mgmt For For
BRIAN A. CANFIELD Mgmt For For
DOMINIC D'ALESSANDRO Mgmt For For
JOHN T. FERGUSON Mgmt For For
W. DOUGLAS FORD Mgmt For For
RICHARD L. GEORGE Mgmt For For
PAUL HASELDONCKX Mgmt For For
JOHN R. HUFF Mgmt For For
JACQUES LAMARRE Mgmt For For
BRIAN F. MACNEILL Mgmt For For
MAUREEN MCCAW Mgmt For For
MICHAEL W. O'BRIEN Mgmt For For
JAMES W. SIMPSON Mgmt For For
EIRA THOMAS Mgmt For For
02 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS AUDITOR OF SUNCOR ENERGY INC. FOR THE ENSUING
YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION AS SUCH.
--------------------------------------------------------------------------------------------------------------------------
SWEDISH MATCH AB, STOCKHOLM Agenda Number: 702336074
--------------------------------------------------------------------------------------------------------------------------
Security: W92277115
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: SE0000310336
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
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
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU.
1 Opening of the meeting and election of Sven Non-Voting No vote
Unger, Attorney at Law as the Chairman of the
meeting
2 Preparation and approve the voting list Non-Voting No vote
3 Election of one or two persons, to verify the Non-Voting No vote
minutes
4 Determination of whether the meeting has been Non-Voting No vote
duly convened
5 Approve the agenda Non-Voting No vote
6 Presentation of the annual report and the Auditors Non-Voting No vote
report, the consolidated financial statements
and the Auditors report on the consolidated
financial statements for 2009, the Auditors
statement regarding compliance with the principles
for determination of remuneration to senior
executives as well as the Board of Directors
motion regarding the allocation of profit and
explanatory statements; in connection therewith,
the President's address and the report regarding
the work of the Board of Directors and the
work and function of the Audit Committee
7 Adoption of the income statement and balance Mgmt For For
sheet and of the consolidated income statement,
consolidated balance sheet
8 Approve, that a dividend be paid to the Shareholders Mgmt For For
in the amount of SEK 4.75 per share; that the
remaining profits be carried forward, minus
the funds that may be utilized for a bonus
issue, provided that the 2010 AGM passes a
resolution in accordance with the Board of
Directors motion concerning a reduction of
the share capital pursuant to Item 10 (a),
as well as a resolution concerning a bonus
issue in accordance with the Board of Directors
motion pursuant to Item 10 (b); the proposed
record date for entitlement to receive a cash
dividend is 30 APR 2010, the dividend is expected
to be paid through Euro clear Sweden AB, on
05 MAY 2010
9 Grant discharge from liability for the Board Mgmt For For
Members and the President
10.a Approve, a reduction in the Company's share Mgmt For For
capital of SEK 31,037,085.04 by means of the
withdrawal of 20,000,000 shares in the Company;
the shares in the Company proposed for withdrawal
have been repurchased by the Company in accordance
with the authorization granted by the General
Meeting of the Company; that the reduced amount
be allocated to a fund for use in repurchasing
the Company's own shares
10.b Approve, provided that the Meeting passes a Mgmt For For
resolution in accordance with the Board s motion
under item 10 a) above, an increase in the
Company's share capital of SEK 31,037,085.04
through a transfer from non-restricted shareholders
equity to the share capital [bonus issue],
the share capital shall be increased without
issuing new shares
11 Authorize the Board of Directors to decide on Mgmt For For
the acquisition, on one or more occasions prior
to the next AGM, of a maximum of as many shares
as may be acquired without the Company's holding
at any time exceeding 10% of all shares in
the Company, the shares shall be acquired on
NASDA OMX Stockholm at a price within the price
interval registered at any given time, i.e.
the interval between the highest bid price
and the lowest selling price, the purpose of
the repurchase is primarily to enable the Company's
capital structure to be adjusted and to cover
the allocation of options as part of the Company's
option program
12 Approve the proposes principles for remuneration Mgmt For For
and other terms of employment for the President
and other members of the Group Management whereby
remuneration and other items of employment
for the Group management shall correspond to
market practice, in addition to the fixed salary,
the members of the Group management may be
entitled to variable salary, the variable salary
may include both an annual short term program
to be paid out in the beginning of the subsequent
year depending on the outcome of the program,
and a long term program with a performance
period which shall not be shorter than three
years, the variable, salary, shall primarily
be based on specific, clear, predetermined
and measurable financial or operational criteria
and may include an obligation to purchase and
hold shares in the Company
13 Approve, that the Meeting resolve that the Company Mgmt For For
issue 713,670 call options to execute the option
program for 2009; that the Company, in a deviation
from the preferential rights of shareholders,
be permitted to transfer of 713,670 shares
in the Company at a selling price of SEK 197.45
per share in conjunction with a potential exercise
of the call options; the number of shares and
the selling price of the shares covered by
the transfer resolution in accordance with
this item may be recalculated as a consequence
of a bonus issue of shares, a consolidation
or split of shares, a new share issue, a reduction
in the share capital, or another similar measure
14 Approve that the Board of Directors shall comprise Mgmt For For
7 Members elected by the AGM and no Deputies
15 Approve that the fees to the Board of Directors Mgmt For For
be paid for the period until the close of the
next AGM: the Chairman shall receive SEK 1,575,000,
the Deputy Chairman shall receive SEK 745,000
and the other Board members elected by the
meeting shall each receive SEK 630,000; it
is furthermore proposed that the Board, as
remuneration for committee work carried out,
be allotted SEK 230,000 to the Chairman of
the Compensation Committee and the Audit Committee
respectively and SEK 115,000 respectively to
the other members of these committees, although
totaling no more than SEK 920,000; it is proposed
that members of the Board employed by the Swedish
Match Group not receive any remuneration
16 Re-election of Charles A. Blixt, Andrew Cripps, Mgmt For For
Karen Guerra, Ame Jurbrant, Conny Karlsson,
Kersti Strandqvist and Meg Tiveus as the Members
of the Board of Directors and Conny Karlsson
as the Chairman of the Board and Andrew Cripps
as the Deputy Chairman of the Board
17 Approve that the Chairman of the Board shall Mgmt For For
be given a mandate to contact the Company's
four largest shareholders and ask them each
to appoint one representative to form the Nominating
Committee, together with the Chairman of the
Board, for the period until a new Nominating
Committee has been appointed in accordance
with a mandate from the next AGM; if any of
these shareholders waives its right to appoint
a representative, the next largest shareholder
in terms of the number of votes shall be asked
to appoint a representative; the names of the
members of the Nominating Committee shall be
published no later than six months prior to
the 2011 AGM; the four largest shareholders
are identified on the basis of the known numbers
of votes in due time before the date falling
six month before the AGM; no remuneration shall
be payable to the members of the Nominating
Committee; any expenses incurred in the course
of the Nominating Committee's work shall be
borne by the Company
18 Approve that the meeting should adopt the Instructions Mgmt For For
for Swedish Match AB's Nominating Committee,
which are identical to those adopted by the
2009 AGM
--------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS Agenda Number: 702317416
--------------------------------------------------------------------------------------------------------------------------
Security: F90676101
Meeting Type: MIX
Meeting Date: 29-Apr-2010
Ticker:
ISIN: FR0000131708
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and orward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your
representative.
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0324/201003241000827.pdf
O.1 Approve the annual accounts for the YE 31 DEC Mgmt For For
2009
O.2 Approve the allocation of the result for the Mgmt For For
YE 31 DEC 2009
O.3 Approve the consolidated accounts for the YE Mgmt For For
31 DEC 2009
O.4 Approve the Special Auditors' report on the Mgmt For For
regulated agreements specified in Articles
L. 225-35 et sequence of the Code du Commerce
Commercial Code
O.5 Approve the Directors' fees Mgmt For For
O.6 Appointment of Ernst & Young Et Autres as an Mgmt For For
Auditor
O.7 Appointment of PricewaterhouseCoopers Audit Mgmt For For
as an Auditor
O.8 Appointment of Auditex as an Assistant Auditor Mgmt For For
O.9 Appointment of Yves Nicolas as an Assistant Mgmt For For
Auditor
O.10 Ratify the head office transfer Mgmt For For
O.11 Authorize the Board of Directors to buy Company Mgmt For For
shares
E.12 Authorize the Board of Directors to reduce capital Mgmt For For
stock by canceling shares bought pack previously
E.13 Authorize the Board of Directors to allocate Mgmt For For
performance shares firstly, to paid members
of Technip staff and secondly, to paid Members
of staff and Executive Directors of Companies
affiliated to the Company as specified in
Article L. 225-197-2 of the Code du Commerce
E.14 Authorize the Board of Directors to allocate Mgmt For For
performance shares to the Chairman of
the Board of Directors and/or the Chief Executive
Officer of Technip, the Company's Executive
Director
E.15 Authorize the Board of Directors to allocate Mgmt For For
share purchase subscription options firstly,
to paid members of Technip staff and secondly,
to paid Members of staff and Executive
Directors of Companies affiliated to the
Company as specified in Article L. 225-180
of the Code du Commerce
E.16 Authorize the Board of Directors to allocate Mgmt For For
share purchase subscription options to
the Chairman of the Board of Directors and/or
the Chief Executive Officer of Technip, the
Company's Executive Director
E.17 Authorize the Board of Directors to increase Mgmt For For
capital stock for Members of a Company savings
plan
EO.18 Powers for formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TGS NOPEC GEOPHYSICAL CO Agenda Number: 702411339
--------------------------------------------------------------------------------------------------------------------------
Security: R9138B102
Meeting Type: AGM
Meeting Date: 03-Jun-2010
Ticker:
ISIN: NO0003078800
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
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 BENEFICIAL Non-Voting No Action
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
1 Election of a Chairman for the meeting and a Mgmt No Action
person to sign the minutes together with
the Chairman
2 Approve the notice and the agenda for the general Mgmt No Action
meeting
3 Approve the annual accounts and annual report Mgmt No Action
2009 and the Boards proposal on dividend
4 Approve the Auditors fee Mgmt No Action
5.A Election of Hank Hamilton as a Chairman of the Mgmt No Action
Board of Directors
5.B Election of Dr. Colette Lewiner as a Director Mgmt No Action
5.C Election of Elisabeth Harstad as a Director Mgmt No Action
5.D Election of Mark Leonard as a Director Mgmt No Action
5.E Election of Bengt Lie Hansen as a Director Mgmt No Action
6 Approve the Directors' fee Mgmt No Action
7 Approve the compensation to the members of the Mgmt No Action
Nomination Committee
8 Approve the renewal of authority to acquire Mgmt No Action
the Company's own shares
9 Approve the resolution to reduce the capital Mgmt No Action
by cancellation of treasury shares
10 Approve the advisory vote on the guidelines Mgmt No Action
on compensation to the Executive Managers
11 Approve the Stock Option Plan 2010 and the issuance Mgmt No Action
of free-standing warrants
12 Approve the renewal of authority to increase Mgmt No Action
the share capital
13 Amend the Articles Section 7 Mgmt No Action
14 Approve to delete the Articles Section 8 Mgmt No Action
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933196758
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 21-Apr-2010
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Mgmt For For
04 ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Mgmt For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For
10 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt Against Against
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY VOTE Shr Against For
ON EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT Shr Against For
BOARD CHAIR
18 SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK Shr Against For
19 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG Agenda Number: 702369314
--------------------------------------------------------------------------------------------------------------------------
Security: H83949133
Meeting Type: OGM
Meeting Date: 12-May-2010
Ticker:
ISIN: CH0012255144
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
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.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 695475, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Approve the 2009 annual report (annual report, Mgmt No Action
financial statements and consolidated financial
statements)
2 Grant discharge to the Board of Directors for Mgmt No Action
the FY 2009
3 Approve the appropriates 2009 profit of CHF Mgmt No Action
466,318,860.25 resulting from the balance sheet
(net income as of 31 DEC 2009 of CHF 432,821,927.52
plus balance brought forward from the previous
year of CHF 33,496,932.73) as specified
4.1 Election of Esther Grether to the Board of Directors Mgmt No Action
for 3 year period
4.2 Election of Dr.H.C. Nayla Hayek to the Board Mgmt No Action
of Directors for 3 year period
4.3 Election of Dr. Peter Gross to the Board OF Mgmt No Action
Directors for 3 year period
4.4 Election of Dr. H.C. Nicolas G. Hayek to the Mgmt No Action
Board of Directors for 3 year period
4.5 Election of Prof. Dr.H.C. Claude Nicollier to Mgmt No Action
the Board of Directors for 3 year period
4.6 Election of Johann Niklaus Schneider-Ammann Mgmt No Action
to the Board of Directors for 3 year period
4.7 Election of Ernst Tanner to the Board of Directors Mgmt No Action
for 3 year period
4.8 Election of Georges Nicolas Hayek as a new Member Mgmt No Action
to the Board of Directors for 3 year period
4.9 Election of DR. Jean-Pierre Roth as a new Member Mgmt No Action
to the Board of Directors for 3 year period
5 Appointment of PricewaterhouseCoopers Ltd as Mgmt No Action
the Statutory Auditors for another period of
one year
6 Approve the adaptation of Article 8 Paragraph Mgmt No Action
4 of the Statutes as specified
--------------------------------------------------------------------------------------------------------------------------
VTECH HOLDINGS LTD Agenda Number: 702037498
--------------------------------------------------------------------------------------------------------------------------
Security: G9400S108
Meeting Type: AGM
Meeting Date: 07-Aug-2009
Ticker:
ISIN: BMG9400S1089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL THE RESOLUTIONS.
THANK YOU.
1. Receive and consider the audited financial statements Mgmt For For
and the reports of the Directors and Auditors
for the YE 31 MAR 2009
2. Declare a final dividend of USD 41 cents per Mgmt For For
share in respect of the YE 31 MAR 2009
3.A Re-elect Dr. Allan Wong Chi Yun as a Director Mgmt For For
3.B Re-elect Mr. Denis Morgie Ho Pak Cho as a Director Mgmt For For
3.C Re-elect Mr. Andy Leung Hon Kwong as a Director Mgmt For For
3.D Approve to fix the remuneration of the Directors Mgmt For For
as totalling USD 140,000 and such that each
Director is entitled to USD 20,000 per annum
for the YE 31 MAR 2010 pro rata to their length
of service during the year
4. Re-appoint KPMG as the Auditors and authorize Mgmt For For
the Board of Directors to fix their remuneration
5. Authorize the Directors of the Company during Mgmt For For
the relevant period to repurchase ordinary
shares of USD 0.05 each in the share capital
of the Company on The Stock Exchange of Hong
Kong Limited ["Hong Kong Stock Exchange"] subject
to and in accordance with all applicable laws
and the provisions of, and in the manner specified
in, the Rules Governing the Listing of Securities
on the Hong Kong Stock Exchange; the aggregate
nominal amount of the shares to be repurchased
by the Company pursuant to the approval in
paragraph above shall not exceed 10% of the
aggregate nominal amount of the share capital
of the Company in issue at the date of the
AGM at which this resolution is passed; [Authority
expires on the earlier of the conclusion of
the first AGM of the Company after the date
of the AGM at which this resolution is passed
or such authority given under this resolution
being renewed, revoked or varied by ordinary
resolution of shareholders of the Company in
general meeting or the expiration of the period
within which the next AGM of the Company is
required by the bye-laws of the Company or
any applicable laws to be held]
6. Authorize the Directors of the Company, subject Mgmt For For
to the provisions of paragraph above, to allot,
issue and deal with additional unissued shares
in the capital of the Company and to make or
grant offers, agreements and/or options, including
warrants to subscribe for shares and other
rights of subscription for or conversion into
shares, which might require the exercise of
such powers, not exceeding 10% of the aggregate
nominal amount of the share capital of the
Company in issue as at the date of the AGM
of the Company at which this resolution is
passed, pursuant to: i] a rights issue where
shares are offered for a fixed period to shareholders
in proportion to their then holdings of shares
on a fixed record date [subject to such exclusions
or other arrangements as the Directors may
deem necessary or expedient in relation to
fractional entitlements or having regard to
any restrictions or obligations under the laws
of, or the requirements of any recognized regulatory
body or stock exchange in, any territory applicable
to the Company]; or [ii] any scrip dividend
scheme or similar arrangements implemented
in accordance with the Company's Bye-Laws;
or iii] the exercise of options granted under
any share option scheme or similar arrangement
adopted by the Company; [Authority expires
the earlier of the conclusion of the next AGM
of the Company or the expiration of the period
within which the next AGM of the Company is
required by the Bye-laws of the Company or
any applicable laws to be held]
7. Approve, conditional on the passing of resolution Mgmt For For
5 in the notice convening this meeting, the
general mandate granted to the Directors to
exercise all the powers of the Company to allot,
issue and deal with additional shares pursuant
to resolution 6 set out in the notice convening
this meeting and is extended by the addition
to the aggregate nominal amount of the share
capital of the Company which may be allotted
or agreed to be conditionally or unconditionally
allotted by the Directors pursuant to such
general mandate of an amount representing the
aggregate nominal amount of the share capital
of the Company repurchased by the Company under
the authority granted pursuant to resolution
5, provided that such extended amount shall
not exceed 10% of the aggregate nominal amount
of the share capital of the Company in issue
as at the date of the passing of this resolution
--------------------------------------------------------------------------------------------------------------------------
WALGREEN CO. Agenda Number: 933170045
--------------------------------------------------------------------------------------------------------------------------
Security: 931422109
Meeting Type: Annual
Meeting Date: 13-Jan-2010
Ticker: WAG
ISIN: US9314221097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN A. DAVIS Mgmt For For
WILLIAM C. FOOTE Mgmt For For
MARK P. FRISSORA Mgmt For For
ALAN G. MCNALLY Mgmt For For
NANCY M. SCHLICHTING Mgmt For For
DAVID Y. SCHWARTZ Mgmt For For
ALEJANDRO SILVA Mgmt For For
JAMES A. SKINNER Mgmt For For
GREGORY D. WASSON Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS WALGREEN CO.'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
03 AMEND AND RESTATE THE WALGREEN CO. EXECUTIVE Mgmt For For
STOCK OPTION PLAN.
04 SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE EACH Shr Against For
VOTING REQUIREMENT IN WALGREEN CO.'S CHARTER
AND BY-LAWS TO SIMPLE MAJORITY VOTE.
05 SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT Shr Against For
PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR
EXECUTIVES SHOULD BE PERFORMANCE-BASED.
06 SHAREHOLDER PROPOSAL ON A WRITTEN REPORT ON Shr Against For
CHARITABLE DONATIONS.
* 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) Calamos Global Total Return Fund
By (Signature) /s/ John P. Calamos, Sr.
Name John P. Calamos, Sr.
Title President
Date 08/27/2010