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: 811-22056
NAME OF REGISTRANT: John Hancock Tax-Advantaged
Global Shareholder Yield
Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 601 Congress Street
Boston, MA 02210
NAME AND ADDRESS OF AGENT FOR SERVICE: Charles Rizzo
601 Congress Street
Boston, MA 02210
REGISTRANT'S TELEPHONE NUMBER: 617-663-3000
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011
JHF TAX-ADV GLOB SHRHLDR YLD
--------------------------------------------------------------------------------------------------------------------------
ALTRIA GROUP, INC. Agenda Number: 933406046
--------------------------------------------------------------------------------------------------------------------------
Security: 02209S103
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: MO
ISIN: US02209S1033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Mgmt For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Mgmt For For
1C ELECTION OF DIRECTOR: JOHN T. CASTEEN III Mgmt For For
1D ELECTION OF DIRECTOR: DINYAR S. DEVITRE Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS F. FARRELL II Mgmt For For
1F ELECTION OF DIRECTOR: THOMAS W. JONES Mgmt For For
1G ELECTION OF DIRECTOR: GEORGE MUNOZ Mgmt For For
1H ELECTION OF DIRECTOR: NABIL Y. SAKKAB Mgmt For For
1I ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For
NAMED EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year *
VOTES ON THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS. ***THE BOARD OF DIRECTORS
DOES NOT HAVE A RECOMMENDATION FOR VOTING ON
THIS PROPOSAL. IF NO SPECIFICATION IS MADE,
THIS PROPOSAL WILL BE VOTED ABSTAIN.***
05 SHAREHOLDER PROPOSAL - ADDRESS CONCERNS REGARDING Shr Against For
TOBACCO FLAVORING.
--------------------------------------------------------------------------------------------------------------------------
ARTHUR J. GALLAGHER & CO. Agenda Number: 933398441
--------------------------------------------------------------------------------------------------------------------------
Security: 363576109
Meeting Type: Annual
Meeting Date: 10-May-2011
Ticker: AJG
ISIN: US3635761097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WILLIAM L. BAX Mgmt For For
1B ELECTION OF DIRECTOR: FRANK E. ENGLISH, JR. Mgmt For For
1C ELECTION OF DIRECTOR: J. PATRICK GALLAGHER, Mgmt For For
JR.
1D ELECTION OF DIRECTOR: ELBERT O. HAND Mgmt For For
1E ELECTION OF DIRECTOR: ILENE S. GORDON Mgmt For For
1F ELECTION OF DIRECTOR: DAVID S. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: KAY W. MCCURDY Mgmt For For
1H ELECTION OF DIRECTOR: NORMAN L. ROSENTHAL Mgmt For For
1I ELECTION OF DIRECTOR: JAMES R. WIMMER Mgmt For For
02 APPROVAL OF THE ARTHUR J. GALLAGHER & CO. 2011 Mgmt For For
LONG-TERM INCENTIVE PLAN
03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITOR FOR 2011
04 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For
EXECUTIVE OFFICERS
05 ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER Mgmt 1 Year For
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda Number: 933391702
--------------------------------------------------------------------------------------------------------------------------
Security: 046353108
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: AZN
ISIN: US0463531089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE REPORTS Mgmt For For
OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED
31 DECEMBER 2010
02 TO CONFIRM DIVIDENDS Mgmt For For
03 TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR Mgmt For For
04 TO AUTHORISE THE DIRECTORS TO AGREE THE REMUNERATION Mgmt For For
OF THE AUDITOR
5A TO ELECT OR RE-ELECT THE DIRECTOR: LOUIS SCHWEITZER Mgmt For For
5B TO ELECT OR RE-ELECT THE DIRECTOR: DAVID BRENNAN Mgmt For For
5C TO ELECT OR RE-ELECT THE DIRECTOR: SIMON LOWTH Mgmt For For
5D TO ELECT OR RE-ELECT THE DIRECTOR: BRUCE BURLINGTON Mgmt For For
5E TO ELECT OR RE-ELECT THE DIRECTOR: JEAN-PHILIPPE Mgmt For For
COURTOIS
5F TO ELECT OR RE-ELECT THE DIRECTOR: MICHELE HOOPER Mgmt For For
5G TO ELECT OR RE-ELECT THE DIRECTOR: RUDY MARKHAM Mgmt For For
5H TO ELECT OR RE-ELECT THE DIRECTOR: NANCY ROTHWELL Mgmt For For
5I TO ELECT OR RE-ELECT THE DIRECTOR: SHRITI VADERA Mgmt For For
5J TO ELECT OR RE-ELECT THE DIRECTOR: JOHN VARLEY Mgmt For For
5K TO ELECT OR RE-ELECT THE DIRECTOR: MARCUS WALLENBERG Mgmt For For
06 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For
FOR THE YEAR ENDED 31 DECEMBER 2010
07 TO AUTHORISE LIMITED EU POLITICAL DONATIONS Mgmt For For
08 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
09 TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION Mgmt For For
RIGHTS
10 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Mgmt For For
SHARES
11 TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933378437
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 29-Apr-2011
Ticker: T
ISIN: US00206R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1C ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1D ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1E ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1F ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1G ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1H ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1I ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1J ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1K ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1L ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 APPROVE 2011 INCENTIVE PLAN. Mgmt For For
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE Mgmt 1 Year Against
COMPENSATION.
06 POLITICAL CONTRIBUTIONS. Shr For Against
07 SPECIAL STOCKHOLDER MEETINGS. Shr For Against
08 WRITTEN CONSENT. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC. Agenda Number: 933332378
--------------------------------------------------------------------------------------------------------------------------
Security: 053015103
Meeting Type: Annual
Meeting Date: 09-Nov-2010
Ticker: ADP
ISIN: US0530151036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY D. BRENNEMAN Mgmt For For
LESLIE A. BRUN Mgmt For For
GARY C. BUTLER Mgmt For For
LEON G. COOPERMAN Mgmt For For
ERIC C. FAST Mgmt For For
LINDA R. GOODEN Mgmt For For
R. GLENN HUBBARD Mgmt For For
JOHN P. JONES Mgmt For For
SHARON T. ROWLANDS Mgmt For For
ENRIQUE T. SALEM Mgmt For For
GREGORY L. SUMME Mgmt For For
02 AMENDMENT OF THE AUTOMATIC DATA PROCESSING, Mgmt For For
INC. EMPLOYEES' SAVINGS STOCK PURCHASE PLAN
03 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BAE SYS PLC Agenda Number: 702886118
--------------------------------------------------------------------------------------------------------------------------
Security: G06940103
Meeting Type: AGM
Meeting Date: 04-May-2011
Ticker:
ISIN: GB0002634946
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Remuneration Report Mgmt For For
3 Final Dividend Mgmt For For
4 Re-elect Paul Anderson Mgmt For For
5 Re-elect Michael Hartnall Mgmt For For
6 Re-elect Linda Hudson Mgmt For For
7 Re-elect Ian King Mgmt For For
8 Re-elect Sir Peter Mason Mgmt For For
9 Re-elect Richard Olver Mgmt For For
10 Re-elect Roberto Quarta Mgmt For For
11 Re-elect Nicholas Rose Mgmt For For
12 Re-elect Carl Symon Mgmt For For
13 Elect Harriet Green Mgmt For For
14 Elect Peter Lynas Mgmt For For
15 Elect Paula Rosput Reynolds Mgmt For For
16 Re-appointment of auditors Mgmt For For
17 Remuneration of auditors Mgmt For For
18 Political donations up to specified limits Mgmt For For
19 Restricted Share Plan 2011 Mgmt For For
20 Authority to allot new shares Mgmt For For
21 Disapplication of pre-emption rights Mgmt For For
22 Purchase own shares Mgmt For For
23 Notice of general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BASF SE Agenda Number: 702877929
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 06-May-2011
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.
1. Presentation of the Financial Statements of Non-Voting No vote
BASF SE and the BASF Group for the financial
year 2010; presentation of the Management's
analyses of BASF SE and the BASF Group for
the financial year 2010 including the explanatory
reports on the data according to Section 289
(4) and Section 315 (4) of the German Commercial
Code; presentation of the Report of the Supervisory
Board
2. Adoption of a resolution on the appropriation Mgmt For For
of profit
3. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Supervisory
Board
4. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Board
of Executive Directors
5. Election of the auditor for the financial year Mgmt For For
2011
6. By-election to the Supervisory Board: Ms. Anke Mgmt For For
Schaeferkordt
7. Adoption of a resolution on the change of the Mgmt For For
remuneration of the Audit Committee of the
Supervisory Board and the corresponding amendment
of the Statutes
8. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and Styrolution GmbH
9. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and BASF US Verwaltung
GmbH
--------------------------------------------------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 933386701
--------------------------------------------------------------------------------------------------------------------------
Security: 110122108
Meeting Type: Annual
Meeting Date: 03-May-2011
Ticker: BMY
ISIN: US1101221083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: L. ANDREOTTI Mgmt For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Mgmt For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Mgmt For For
1D ELECTION OF DIRECTOR: L.J. FREEH Mgmt For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Mgmt For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Mgmt For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Mgmt For For
1H ELECTION OF DIRECTOR: A.J. LACY Mgmt For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Mgmt For For
1J ELECTION OF DIRECTOR: E. SIGAL, M.D., PH.D. Mgmt For For
1K ELECTION OF DIRECTOR: T.D. WEST, JR. Mgmt For For
1L ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For
EXECUTIVE OFFICERS
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Mgmt 1 Year Against
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
05 EXECUTIVE COMPENSATION DISCLOSURE Shr Against For
06 SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against
07 PHARMACEUTICAL PRICE RESTRAINT Shr Against For
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERN TOB PLC Agenda Number: 702877640
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of the 2010 Report and Accounts Mgmt For For
2 Approval of the 2010 Remuneration Report Mgmt For For
3 Declaration of the final dividend for 2010 Mgmt For For
4 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
the companies auditors
5 Authority for the Directors to agree the Auditors' Mgmt For For
remuneration
6 Re-election of Richard Burrows as a Director Mgmt For For
(N)
7 Re-election of Karen de Segundo as a Director Mgmt For For
(C, N, R)
8 Re-election of Nicandro Durante as a Director Mgmt For For
9 Re-election of Robert Lerwill as a Director Mgmt For For
(A, N, R)
10 Re-election of Christine Morin-Postel as a Director Mgmt For For
(A, N, R)
11 Re-election of Gerry Murphy as a Director (C, Mgmt For For
N, R)
12 Re-election of Anthony Ruys as a Director (A, Mgmt For For
N, R)
13 Re-election of Sir Nicholas Scheele as a Director Mgmt For For
(A, N, R)
14 Re-election of Ben Stevens as a Director Mgmt For For
15 Election of John Daly as a Director who has Mgmt For For
been appointed since the last Annual General
Meeting
16 Election of Kieran Poynter as a Director (C, Mgmt For For
N) who has been appointed Since the last Annual
General Meeting
17 Renewal of the Directors' authority to allot Mgmt For For
shares
18 Renewal of the Directors' authority to disapply Mgmt For For
pre-emption rights
19 Authority for the Company to purchase its own Mgmt For For
shares
20 Authority to amend the British American Tobacco Mgmt Against Against
2007 Long Term Incentive Plan
21 Notice period for General Meetings Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AUDITOR NAME IN RESOLUTION 4. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
CENTURYLINK, INC. Agenda Number: 933312681
--------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Special
Meeting Date: 24-Aug-2010
Ticker: CTL
ISIN: US1567001060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES Mgmt For For
OF CENTURYLINK COMMON STOCK IN CONNECTION WITH
THE MERGER CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF APRIL 21, 2010,
BY AND AMONG QWEST COMMUNICATIONS INTERNATIONAL
INC., THE COMPANY, AND SB44 ACQUISITION COMPANY,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME
TO TIME.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR
THE PROPOSAL TO ISSUE CENTURYLINK COMMON STOCK
IN COMPANY IN CONNECTION WITH THE MERGER.
--------------------------------------------------------------------------------------------------------------------------
CENTURYLINK, INC. Agenda Number: 933407238
--------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Annual
Meeting Date: 18-May-2011
Ticker: CTL
ISIN: US1567001060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
VIRGINIA BOULET Mgmt For For
PETER C. BROWN Mgmt For For
RICHARD A. GEPHARDT Mgmt For For
GREGORY J. MCCRAY Mgmt For For
MICHAEL J. ROBERTS Mgmt For For
2 RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITOR FOR 2011.
3 APPROVE OUR 2011 EQUITY INCENTIVE PLAN. Mgmt For For
4A ADVISORY VOTE REGARDING OUR EXECUTIVE COMPENSATION. Mgmt For For
4B ADVISORY VOTE REGARDING THE FREQUENCY OF OUR Mgmt 1 Year For
EXECUTIVE COMPENSATION VOTES.
5A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shr For Against
REPORTS.
5B SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD Agenda Number: 702860734
--------------------------------------------------------------------------------------------------------------------------
Security: Y1660Q104
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: HK0002007356
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110325/LTN20110325202.pdf
1 To adopt the audited Financial Statements for Mgmt For For
the year ended 31 December 2010 and the Reports
of the Directors and Independent Auditor thereon
2 To endorse the practice to pay four interim Mgmt For For
dividends each year as decided by the Board
of Directors, instead of three interim dividends
and a final dividend
3.a To re-elect Mr. John Andrew Harry Leigh as Director Mgmt For For
3.b To re-elect Professor Tsui Lam Sin Lai Judy Mgmt For For
as Director
3.c To re-elect Sir Roderick Ian Eddington as Director Mgmt For For
3.d To re-elect Mr. Ronald James McAulay as Director Mgmt For For
3.e To re-elect Mr. Ian Duncan Boyce as Director Mgmt For For
4 To re-appoint PricewaterhouseCoopers as Independent Mgmt For For
Auditors of the Company and authorise the
Directors to fix Auditors' remuneration for
the year ended 31December 2011
5 To give a general mandate to the Directors to Mgmt Against Against
issue and dispose of additional shares in the
Company; not exceeding five per cent of the
issued share capital at the date of
this Resolution
6 To give a general mandate to the Directors to Mgmt For For
exercise all the powers of the Company to
purchase or otherwise acquire shares of HKD
5.00 each in the capital of the Company;
not exceeding ten per cent of the issued share
capital at the date of this Resolution
7 To add the aggregate nominal amount of the shares Mgmt Against Against
which are purchased or otherwise acquired
under the general mandate in Resolution (6)
to the aggregate nominal amount of
the shares which may be issued under the general
mandate in Resolution (5)
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ACTUAL RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
CPFL ENERGIA S A Agenda Number: 702894165
--------------------------------------------------------------------------------------------------------------------------
Security: P3179C105
Meeting Type: AGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: BRCPFEACNOR0
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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
CMMT 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.
CMMT 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
A To examine, discuss and vote upon the board Mgmt For For
of directors annual report, the financial
statements and independent auditors report
relating to fiscal year ending December 31,
2010
B To decide on the allocation of the net profits Mgmt For For
from the fiscal year and the distribution
of dividends
C To elect the principal and substitute members Mgmt Against Against
of the board of directors
D To elect the principal and substitute members Mgmt For For
of the finance committee
E To set the global remuneration of the company Mgmt Against Against
directors
F To set the global remuneration of the finance Mgmt For For
committee
--------------------------------------------------------------------------------------------------------------------------
CPFL ENERGIA S A Agenda Number: 702901819
--------------------------------------------------------------------------------------------------------------------------
Security: P3179C105
Meeting Type: EGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: BRCPFEACNOR0
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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
CMMT 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
A To approve the proposals for a simultaneous Mgmt For For
reverse split and split of the common shares
representative of the share capital of the
company
B.1 To approve the amendment of the corporate bylaws Mgmt For For
of the company, to amend the wording of
article 3 of the corporate bylaws of the company,
so that it states the complete address of
the corporate head office
B.2 To approve the amendment of the corporate bylaws Mgmt For For
of the company, to amend the wording of
article 5 of the corporate bylaws of the company,
as a result of the change of the quantity
of shares that make up the share capital by
the reverse split and split of the shares
B.3 To approve the amendment of the corporate bylaws Mgmt For For
of the company, to amend the wording of article
13 of the corporate bylaws of the company,
seeking to make the procedures for identification
of the shareholders at general meetings
flexible
B.4 To approve the amendment of the corporate bylaws Mgmt For For
of the company, to amend the wording of paragraph
1 of article 35 of the corporate bylaws of
the company, to contemplate changes in the
criteria for the executive committee to grant
powers of attorney
C To approve the consolidation of the corporate Mgmt For For
bylaws of the company, as a result of the
amendments approved here
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 933329321
--------------------------------------------------------------------------------------------------------------------------
Security: 25243Q205
Meeting Type: Annual
Meeting Date: 14-Oct-2010
Ticker: DEO
ISIN: US25243Q2057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 REPORT AND ACCOUNTS 2010. Mgmt For For
02 DIRECTORS' REMUNERATION REPORT 2010. Mgmt For For
03 DECLARATION OF FINAL DIVIDEND. Mgmt For For
04 RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
05 RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
06 RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
07 RE-ELECTION OF LORD HOLLICK AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION (CHAIRMAN OF THE
COMMITTEE) COMMITTEE)
08 RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (CHAIRMAN Mgmt For For
OF THE NOMINATION COMMITTEE)
09 RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT Mgmt For For
(CHAIRMAN OF THE COMMITTEE), NOMINATION & REMUNERATION
COMMITTEE)
10 RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
11 RE-ELECTION OF PA WALKER AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
12 RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN Mgmt For For
OF THE EXECUTIVE COMMITTEE)
13 ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, Mgmt For For
NOMINATION & REMUNERATION COMMITTEE)
14 ELECTION OF DA MAHLAN AS A DIRECTOR. (EXECUTIVE Mgmt For For
COMMITTEE)
15 RE-APPOINTMENT OF AUDITOR. Mgmt For For
16 REMUNERATION OF AUDITOR. Mgmt For For
17 AUTHORITY TO ALLOT SHARES. Mgmt For For
18 DISAPPLICATION OF PRE-EMPTION RIGHTS. Mgmt For For
19 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Mgmt For For
20 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR Mgmt For For
TO INCUR POLITICAL EXPENDITURE IN THE EU.
21 AMENDMENT OF THE DIAGEO PLC 2001 SHARE INCENTIVE Mgmt For For
PLAN.
22 ADOPTION OF THE DIAGEO PLC 2010 SHARESAVE PLAN. Mgmt For For
23 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Mgmt For For
24 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN Mgmt For For
AN ANNUAL GENERAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 933414447
--------------------------------------------------------------------------------------------------------------------------
Security: 25271C102
Meeting Type: Annual
Meeting Date: 23-May-2011
Ticker: DO
ISIN: US25271C1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt Against Against
1B ELECTION OF DIRECTOR: LAWRENCE R. DICKERSON Mgmt Against Against
1C ELECTION OF DIRECTOR: JOHN R. BOLTON Mgmt For For
1D ELECTION OF DIRECTOR: CHARLES L. FABRIKANT Mgmt For For
1E ELECTION OF DIRECTOR: PAUL G. GAFFNEY II Mgmt For For
1F ELECTION OF DIRECTOR: EDWARD GREBOW Mgmt For For
1G ELECTION OF DIRECTOR: HERBERT C. HOFMANN Mgmt Against Against
1H ELECTION OF DIRECTOR: ANDREW H. TISCH Mgmt Against Against
1I ELECTION OF DIRECTOR: RAYMOND S. TROUBH Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2011.
03 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. Mgmt For For
04 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year For
OF EXECUTIVE COMPENSATION VOTES.
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933388539
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C105
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: DUK
ISIN: US26441C1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM BARNET, III Mgmt For For
G. ALEX BERNHARDT, SR. Mgmt For For
MICHAEL G. BROWNING Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
ANN MAYNARD GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
JAMES E. ROGERS Mgmt For For
PHILIP R. SHARP Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE Mgmt For For
ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT
FOR 2011
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY Mgmt 1 Year For
VOTE ON EXECUTIVE COMPENSATION
05 SHAREHOLDER PROPOSAL RELATING TO PREPARATION Shr Against For
OF A REPORT ON DUKE ENERGY CORPORATION'S GLOBAL
WARMING-RELATED LOBBYING ACTIVITIES
06 SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE Shr Against For
OF A REPORT ON THE FINANCIAL RISKS OF CONTINUED
RELIANCE ON COAL
07 SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT Shr For Against
TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE
MAJORITY VOTING FOR THE ELECTION OF DIRECTORS
--------------------------------------------------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY Agenda Number: 933385521
--------------------------------------------------------------------------------------------------------------------------
Security: 263534109
Meeting Type: Annual
Meeting Date: 27-Apr-2011
Ticker: DD
ISIN: US2635341090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD H. BROWN Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT A. BROWN Mgmt For For
1C ELECTION OF DIRECTOR: BERTRAND P. COLLOMB Mgmt For For
1D ELECTION OF DIRECTOR: CURTIS J. CRAWFORD Mgmt For For
1E ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Mgmt For For
1F ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT Mgmt For For
1G ELECTION OF DIRECTOR: MARILLYN A. HEWSON Mgmt For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1I ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Mgmt For For
02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 ON AMENDED EQUITY AND INCENTIVE PLAN Mgmt For For
04 TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION Mgmt For For
05 TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY Mgmt 1 Year For
OF EXECUTIVE COMPENSATION VOTES
06 ON SPECIAL SHAREOWNER MEETINGS Shr For Against
07 ON GENETICALLY ENGINEERED SEED Shr Against For
08 ON EXECUTIVE COMPENSATION REPORT Shr Against For
--------------------------------------------------------------------------------------------------------------------------
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA Agenda Number: 702919309
--------------------------------------------------------------------------------------------------------------------------
Security: T3679P115
Meeting Type: MIX
Meeting Date: 29-Apr-2011
Ticker:
ISIN: IT0003128367
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 806416 DUE TO RECEIPT OF DIRECTORS' NAMES.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
O.1 Financial statements as of December 31, 2010. Mgmt For For
Reports of the Board of Directors, of the Board
of Statutory Auditors and of the External Auditors.
Related resolutions. Presentation of the consolidated
financial statements for the year ended December
31, 2010
O.2 Allocation of the net income of the year Mgmt For For
O.3 Determination of the number of the members of Mgmt For For
the Board of Directors
O.4 Determination of the term of the Board of Directors Mgmt For For
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1
VACANCY AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES.
THANK YOU.
O.5.1 The slate filed by the Italian Ministry of Economy Shr No vote
and Finance, which owns approximately 31.24%
of Enel SpA's share capital is composed of
the following candidates: 1. Mauro Miccio,
2. Paolo Andrea Colombo (nominated for the
Chairmanship), 3. Fulvio Conti, 4. Lorenzo
Codogno, 5. Fernando Napolitano and 6. Gianfranco
Tosi
O.5.2 The slate filed by a group of 19 mutual funds Shr For Against
and other institutional investors (1), which
together own approximately 0.98% of Enel SpA's
share capital is composed of the following
candidates: 1. Angelo Taraborrelli, 2. Alessandro
Banchi and 3. Pedro Solbes
O.6 Election of the Chairman of the Board of Directors Mgmt For For
O.7 Determination of the remuneration of the members Mgmt Against Against
of the Board of Directors
O.8 Appointment of the External Auditors for the Mgmt For For
period 2011-2019 and determination of the remuneration
E.1 Harmonization of the Bylaws with the provisions Mgmt For For
of: (a) Legislative Decree of January 27, 2010,
No. 27 concerning the participation to the
shareholders' meeting by electronic means;
amendment of article 11 of the Bylaws, and
(b) Regulation concerning the transactions
with related parties, adopted by Consob with
Resolution No. 17221 of March 12, 2010; amendment
of articles 13 and 20 of the Bylaws
--------------------------------------------------------------------------------------------------------------------------
FIRSTGROUP Agenda Number: 702507128
--------------------------------------------------------------------------------------------------------------------------
Security: G34604101
Meeting Type: AGM
Meeting Date: 08-Jul-2010
Ticker:
ISIN: GB0003452173
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual report and financial statements Mgmt For For
2 Approve the Directors' remuneration report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-elect Martin Gilbert as a Director Mgmt For For
5 Re-elect Sir Moir Lockhead as a Director Mgmt For For
6 Re-elect Audrey Baxter as a Director Mgmt For For
7 Re-elect John Sievwright as a Director Mgmt For For
8 Election of Jeff Carr as a Director Mgmt For For
9 Re-appoint Deloitte LLP as the Independent Auditors Mgmt For For
10 Authorize the Directors to determine the remuneration Mgmt For For
of the Independent Auditors
11 Authorize the Directors to allot shares Mgmt For For
S.12 Authorize the Directors to disapply pre-emption Mgmt For For
rights
S.13 Approve to permit the Company to purchase its Mgmt For For
own shares
14 Authorize the Company to make political donations Mgmt For For
and incur political expenditure
S.15 Adopt new Articles of Association Mgmt For For
S.16 Grant authority for the calling of general meetings Mgmt For For
of the Company by notice of 14 clear days
--------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA, PARIS Agenda Number: 702903659
--------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 07-Jun-2011
Ticker:
ISIN: FR0000133308
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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.
CMMT 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 forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
CMMT 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/2011/0404/201104041101037.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0518/201105181102374.pdf
O.1 Approval of the annual corporate financial statements Mgmt For For
for the financial year ended on December 31,
2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year ended on December
31, 2010
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2010 as reflected
in the annual financial statements
O.4 Agreements pursuant to article L.225-38 of the Mgmt For For
Commercial Code
O.5 Renewal of Mr. Bernard Dufau's term as Board Mgmt For For
Member
O.6 Appointment of Mrs. Helle Kristoffersen as Board Mgmt For For
Member
O.7 Appointment of Mrs. Muriel Penicaud as Board Mgmt For For
Member
O.8 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For
Member
O.9 Authorization to be granted to the Board of Mgmt For For
Directors to purchase or transfer shares of
France Telecom
E.10 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, while maintaining
shareholders' preferential subscription rights
E.11 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, with cancellation
of shareholders' preferential subscription
rights in the context of a public offer
E.12 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, with cancellation
of shareholders' preferential subscription
rights in the context of an offer pursuant
to Article L.411-2, II of the Monetary and
Financial Code
E.13 Authorization to the Board of Directors, in Mgmt For For
the event of capital increase with or without
cancellation of shareholders' preferential
subscription rights to increase the number
of issuable securities
E.14 Delegation of authority to the Board of Directors Mgmt For For
to issue shares and securities providing
access to shares in the event of public exchange
offer initiated by the Company
E.15 Delegation of powers to the Board of Directors Mgmt For For
to issue shares and securities providing access
to shares, in consideration of in-kind contributions
granted to the Company and composed of equity
securities or securities providing access
to capital
E.16 Delegation of powers to the Board of Directors Mgmt For For
to issue shares reserved for persons who
signed a liquidity contract with the Company
as shareholders or holders of options to
subscribe for shares of Orange S.A
E.17 Delegation of powers to the Board of Directors Mgmt For For
to carry out the issuance gratis of liquidity
instruments on options reserved for holders
of options to subscribe for shares of the company
Orange S.A., who signed a liquidity contract
with the Company
E.18 Overall limitation of authorizations Mgmt For For
E.19 Delegation of authority to the Board of Directors Mgmt For For
to issue securities entitling to the
allotment of debt securities
E.20 Delegation of authority to the Board of Directors Mgmt For For
to increase capital of the Company by incorporation
of reserves, profits or premiums
E.21 Delegation of authority to the Board of Directors Mgmt For For
to carry out capital increases reserved
for members of savings plans
E.22 Authorization to the Board of Directors to reduce Mgmt For For
capital by cancellation of shares
E.23 Powers to accomplish all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL URL LINK. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOB GROUP PLC Agenda Number: 702732721
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 02-Feb-2011
Ticker:
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Directors Remuneration Report Mgmt For For
3 To declare a final dividend Mgmt For For
4 To re-elect Dr. K.M. Burnett Mgmt For For
5 To re-elect Mrs. A.J. Cooper Mgmt For For
6 To re-elect Mr. R. Dyrbus Mgmt For For
7 To re-elect Mr. M.H.C. Herlihy Mgmt For For
8 To re-elect Dr. P.H. Jungels Mgmt For For
9 To re-elect Ms. S.E. Murray Mgmt For For
10 To re-elect Mr. I.J.G Napier Mgmt For For
11 To re-elect Mr. B. Setrakian Mgmt For For
12 To re-elect Mr. M.D. Williamson Mgmt For For
13 Reappointment of Auditors Mgmt For For
14 Remuneration of Auditors Mgmt For For
15 Donations to political organisations Mgmt For For
16 Sharesave plan renewal Mgmt For For
17 Authority to allot securities Mgmt For For
18 Disapplication of pre emption rights Mgmt For For
19 Purchase of own shares Mgmt For For
20 Notice period for general meetings Mgmt For For
21 Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
LORILLARD, INC. Agenda Number: 933415336
--------------------------------------------------------------------------------------------------------------------------
Security: 544147101
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: LO
ISIN: US5441471019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DIANNE NEAL BLIXT Mgmt For For
DAVID E.R. DANGOOR Mgmt For For
MURRAY S. KESSLER Mgmt For For
02 TO APPROVE THE ADVISORY VOTE ON THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
03 TO APPROVE HOLDING FUTURE ADVISORY VOTES ON Mgmt 1 Year For
THE COMPANY'S EXECUTIVE COMPENSATION EVERY
ONE, TWO OR THREE YEARS.
04 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
05 TO APPROVE THE SHAREHOLDER PROPOSAL ON A MAJORITY Shr For
VOTE STANDARD FOR DIRECTOR ELECTIONS.
06 TO APPROVE THE SHAREHOLDER PROPOSAL ON REPORTING Shr For Against
POLITICAL CONTRIBUTIONS AND EXPENDITURES.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933416744
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 24-May-2011
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM B. HARRISON. JR. Mgmt For For
1H ELECTION OF DIRECTOR: HARRY R. JACOBSON Mgmt For For
1I ELECTION OF DIRECTOR: WILLIAM N. KELLEY Mgmt For For
1J ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1K ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1L ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1M ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1N ELECTION OF DIRECTOR: THOMAS E. SHENK Mgmt For For
1O ELECTION OF DIRECTOR: ANNE M. TATLOCK Mgmt For For
1P ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1Q ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1R ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES Mgmt 1 Year Against
ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 933309216
--------------------------------------------------------------------------------------------------------------------------
Security: 595017104
Meeting Type: Annual
Meeting Date: 20-Aug-2010
Ticker: MCHP
ISIN: US5950171042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVE SANGHI Mgmt For For
ALBERT J. HUGO-MARTINEZ Mgmt For For
L.B. DAY Mgmt For For
MATTHEW W. CHAPMAN Mgmt For For
WADE F. MEYERCORD Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF MICROCHIP FOR THE FISCAL
YEAR ENDING MARCH 31, 2011.
--------------------------------------------------------------------------------------------------------------------------
MOBISTAR SA, BRUXELLES Agenda Number: 702962273
--------------------------------------------------------------------------------------------------------------------------
Security: B60667100
Meeting Type: MIX
Meeting Date: 04-May-2011
Ticker:
ISIN: BE0003735496
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE
REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF 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
1 The general meeting approves the company's annual Mgmt No vote
accounts for the financial year ended 31 December
2010, including the appropriation of the results
as presented with distribution of a gross dividend
of four euro and thirty cents (EUR 4.30) per
share payable as follows: gross payment of
two euro and ninety cents (EUR 2.90) per share
payable in exchange for coupon No. 12 (ordinary
dividend) as follows: "Ex date" on 17 May 2011;
"Record date" on 19 May 2011; and "Payment
date" on 20 May 2011. gross payment of one
euro and forty cents (EUR 1.40) per share payable
in exchange for coupon No. 13 (extraordinary
dividend) as follows: "Ex date" on 16 August
2011; "Record date" on 18 August 2011; and
"Payment date" on 19 August 2011. An amount
equal to one per cent (1%) of the consolidated
net result after taxes has been reserved for
an employee participation plan pursuant to
the law of 22 May 2001 on the participation
of workers in the capital and profit of companies
2 The general meeting discharges the directors Mgmt No vote
for fulfilling their mandate up to and including
31 December 2010
3 The general meeting discharges the statutory Mgmt No vote
auditor for fulfilling his mandate up to and
including 31 December 2010
4 The general meeting resolves to re-appoint Mr. Mgmt No vote
Jan STEYAERT as director of the company for
a term of three years. His mandate will expire
after the annual general meeting in 2014
5 The general meeting resolves to re-appoint Mrs. Mgmt No vote
Brigitte BOURGOIN-CASTAGNET as director of
the company for a term of three years. Her
mandate will expire after the annual general
meeting in 2014
6 The general meeting resolves to re-appoint Mrs. Mgmt No vote
Nathalie THEVENON-CLERE as director of the
company for a term of three years. Her mandate
will expire after the annual general meeting
in 2014
7 The general meeting resolves to re-appoint Mr. Mgmt No vote
Bertrand DU BOUCHER director of the company
for a term of three years. His mandate will
expire after the annual general meeting in
2014
8 The general meeting resolves to re-appoint Mr. Mgmt No vote
Olaf MEIJER SWANTEE as director of the company
for a term of three years. His mandate will
expire after the annual general meeting in
2014
9 The general meeting resolves to re-appoint Mr. Mgmt No vote
Benoit SCHEEN as director of the company for
a term of three years. His mandate will expire
after the annual general meeting in 2014
10 The general meeting resolves to re-appoint WIREFREE Mgmt No vote
SERVICES BELGIUM SA, represented by Mr. Aldo
CARDOSO as director of the company for a term
of three years. Its mandate will expire after
the annual general meeting in 2014
11 The general meeting resolves to proceed to the Mgmt No vote
final appointment of Mr. Gerard RIES (co-opted
by the Board of Directors on 15 December 2010,
in replacement of Mr Gervais PELLISSIER, resigning
director) as director of the company for a
term of three years. His mandate will expire
after the annual general meeting in 2014
12 The general meeting resolves to re-appoint Mr. Mgmt No vote
Eric DEKEULENEER as director of the company
for a term of three years. His mandate will
expire after the annual general meeting in
2014. It appears from the elements known by
the company and from the statement made by
Mr. Eric DEKEULENEER that he meets the independence
criteria set out in article 526ter of the Companies
Code
13 The general meeting resolves to appoint CONSEILS Mgmt No vote
GESTION ORGANISATION SA represented by Mr.
Philippe DELAUNOIS as director of the company
for a term of three years. Its mandate will
expire after the annual general meeting in
2014. It appears from the elements known by
the company and from the statement made by
CONSEILS GESTION ORGANISATION SA represented
by Mr. Philippe DELAUNOIS that they meet the
independence criteria set out in article 526ter
of the Companies Code
14 The general meeting resolves to appoint SOGESTRA Mgmt No vote
SPRL (company in the process of incorporation)
represented by Mrs. Nadine ROZENCWEIG-LEMAITRE
as director of the company for a term of three
years. Its mandate will expire after the annual
general meeting in 2014. It appears from the
elements known by the company and from the
statement made by SOGESTRA SPRL (company in
the process of incorporation) represented by
Mrs Nadine ROZENCWEIG- LEMAITRE that they meet
the independence criteria set out in article
526ter of the Companies Code
15 The general meeting resolves to appoint Mr. Mgmt No vote
Johan DESCHUYFFELEER as director of the company
for a term of three years. His mandate will
expire after the annual general meeting in
2014. It appears from the elements known by
the company and from the statement made by
Mr. Johan DESCHUYFFELEER that he meets the
independence criteria set out in article 526ter
of the Companies Code
16 On the proposal of the Board of Directors, the Mgmt No vote
general meeting resolves as follows: The remuneration
of each independent director is fixed at a
lump sum of thirty three thousand euro (EUR
33,000) per full financial year. An additional
remuneration of two thousand two hundred euro
(EUR 2,200) will be granted for each meeting
of a committee of the company which the director
concerned has personally attended. The payment
of this remuneration will be made (where applicable
pro rata) after the general meeting has approved
the annual accounts for the relevant financial
year. The remuneration of the president of
the Board of Directors is fixed at a lump sum
of sixty-six thousand euro (EUR 66,000) per
full financial year and for the entire duration
of his mandate as president. An additional
remuneration of two thousand two hundred euro
(EUR 2,200) will be granted for each meeting
of a committee of the company of which the
president is a member and which he has personally
attended. The payment of this remuneration
will be made (where applicable pro rata) after
the general meeting has approved the annual
accounts for the relevant financial year. The
mandate of the other directors is not remunerated,
pursuant to article 20 of the company's by-laws
and the company's Corporate Governance Charter
17 The general meeting resolves to apply the exception Mgmt No vote
in article 520ter of the Companies Code (combined
with article 525 of the Companies Code) with
respect to the variable remuneration of the
members of the executive management. It resolves,
in particular, to maintain (and to the extent
necessary, to ratify the application of) the
same remuneration policy as that of preceding
years for the members of the executive management
with respect to the variable part short term
("performance bonus"), the Strategic Letter
and the LTI's as mentioned in the remuneration
report published by the company
18 On the recommendation of the audit committee Mgmt No vote
and on the proposal of the Board of Directors,
the general meeting resolves to appoint Deloitte
Bedrijfsrevisoren/Reviseurs d'Entreprises SC
SCRL, represented by Mr. Rik Neckebroeck as
auditor of the company for a period of three
years expiring after the annual general meeting
in 2014. The remuneration of the auditor for
the accomplishment of its statutory mission
is fixed at a lump sum of two hundred and sixteen
thousand euro (EUR 216,000) per year
19 The general meeting resolves to remove the transitional Mgmt No vote
provision in article 12 of the company's by-laws
20 The general meeting resolves to replace the Mgmt No vote
current text of article 13, 3rd paragraph of
the company's by-laws with the following text:
"Directors whose mandate has expired may be
re-appointed, within the limits set out by
the Companies Code regarding re-appointment
as an independent director"
21 The general meeting resolves to replace the Mgmt No vote
current text of article 16, 2nd paragraph of
the company's by-laws with the following text:
"Convocations must mention the place, date,
time and agenda of the meeting. They must be
sent out in advance within a reasonable timeframe
by means of a letter, fax, e-mail or any other
written means"
22 The general meeting resolves to replace the Mgmt No vote
current text of article 16, 4th paragraph of
the company's by-laws with the following text:
"Any director may grant a proxy by letter,
fax, e-mail or any other means to another director
to represent him/her/it at a meeting of the
Board of Directors"
23 The general meeting resolves to replace the Mgmt No vote
current text of article 25, 2nd paragraph of
the company's by-laws with the following text:
"The conditions for the appointment of members
of the management committee, their dismissal,
their remuneration, the duration of their mission
and the operational mode of the management
committee, are determined by the Board of Directors
in accordance with the applicable provisions
of the Companies Code"
24 The general meeting resolves to replace the Mgmt No vote
current text of article 26 of the company's
by-laws with the following text: ARTICLE 26
- REMUNERATION AND NOMINATION COMMITTEE The
remuneration and nomination committee assists
the Board of Directors and is therefore notably
entrusted with the following duties: making
proposals to the Board of Directors on the
remuneration policy for the directors, the
members of the management committee (if applicable)
and the members of other committees discussing
the general management of the company as defined
in article 96 Section 3 of the Companies Code
and, where applicable, on the resultant proposals
which must be submitted by the Board of Directors
to the shareholders; making proposals to the
Board of Directors on the individual remuneration
of the directors, the members of the management
committee (if applicable) and the members of
other committees discussing the general management
of the company as defined in article 96 Section
3 of the Companies Code, including the variable
remuneration and long-term performance bonuses
- whether or not stock-related - in the form
of stock options or other financial instruments,
and severance payments, and where applicable,
on the resultant proposals which are submitted
by the Board of Directors to the shareholders;
drafting the Remuneration Report with a view
to its insertion by the Board of Directors
in the Corporate Governance Statement as defined
in article 96 Section 2 of the Companies Code;
commenting on the Remuneration Report at the
annual General Meeting; providing recommendations
to the Board of Directors on the nomination
of directors, the members of the management
committee (if applicable) and the members of
other committees discussing the general management
of the company as defined in article 96 Section
3 of the Companies Code; ensuring that the
selection and evaluation procedures of the
directors, the members of the management committee
(if applicable) and the members of other committees
discussing the general management of the company
as defined in article 96 Section 3 of the Companies
Code, are carried out in the most objective
way possible. The remuneration and nomination
committee regularly reports to the Board of
Directors on the exercise of its duties. The
remuneration and nomination committee must
convene when necessary for the proper operation
of the committee, and at least twice a year.
The remuneration and nomination committee must
at all times be composed of at least three
directors. All members of the remuneration
and nomination committee must be non-executive
directors and a majority of them must be independent
directors within the meaning of the Companies
Code. Without prejudice to the foregoing, the
said committee is chaired by the chairman of
the Board of Directors or by another non-executive
director. The members of the remuneration and
nomination committee are appointed and may
be dismissed at any time by the Board of Directors.
The duration of the mandate of a member of
the remuneration and nomination committee may
not exceed the duration of his/ her/its mandate
as a director
25 The general meeting resolves to replace the Mgmt No vote
current text of article 31 of the company's
by-laws with the following text, under the
suspensive condition of the adoption, the publication
in the Belgian Official Gazette and the entry
into force of any legislation transposing directive
2007/36/EC of 11 July 2007 on the exercise
of certain rights of shareholders in listed
companies into Belgian law: ARTICLE 31 - CONVOCATION
The Board of Directors or the Auditor(s) convene(s)
the General Meeting. These convocations must
at least contain the elements set out in article
533bis of the Companies Code. The convocations
are issued in the form and within the deadlines
prescribed by articles 533 and following of
the Companies Code. The agenda must mention
the subjects which are to be treated, as well
as the proposed resolutions. The proposal of
the audit committee with respect to the appointment
or re-appointment of the statutory auditor
is listed in the agenda. Every year, at least
one General Meeting is held whose agenda includes,
among other things: discussion of the Management
Report and Auditor(s)'(s) Report, the vote
on the Remuneration Report, discussion and
approval of the Annual Accounts, the appropriation
of the results, the discharge to be granted
to the directors and to the auditor(s) and,
if the case arises, the appointment of director(s)
and auditor(s) and prior approval of any agreement
entered into with an executive director, a
member of the management committee (if applicable)
or a member of another committee discussing
the general management of the company as defined
in article 96 Section 3 of the Companies Code,
containing a severance payment exceeding 12
months of remuneration, or, on the reasoned
advice of the remuneration and nomination committee,
exceeding 18 months of remuneration. Persons
who must be invited to a General Meeting pursuant
to the Companies Code, and who take part in
a meeting or are represented there, are considered
to have been validly convened. These persons
may, before or after a General Meeting which
they did not attend, renounce the right to
invoke a lack of convocation or any irregularity
in the convocation
26 The general meeting resolves to replace the Mgmt No vote
current text of article 32 of the company's
by-laws with the following text, under the
suspensive condition of the adoption, the publication
in the Belgian Official Gazette and the entry
into force of any legislation transposing directive
2007/36/EC of 11 July 2007 on the exercise
of certain rights of shareholders in listed
companies into Belgian law: ARTICLE 32 - ADMISSION
The right to participate in the General Meeting
and to vote is subject to the registration
of the shares in the name of the shareholder
on the fourteenth day preceding the General
Meeting, at midnight (Belgian time), or by
the registration of registered shares in the
shareholders' register, or by their registration
in the accounts of an authorised custody account
holder or clearing institution, regardless
of the number of shares held by the shareholder
on the day of the General Meeting. The day
and hour set out in the first paragraph constitute
the record date. The shareholder notifies the
company, or the person designated by the company
to this end, of his/her/its intention to participate
in the General Meeting, at the latest on the
sixth calendar day preceding the date of the
General Meeting. In order to be admitted to
the General Meeting, the shareholder must in
addition also be able to prove his/her identity.
The representative of a shareholder, who is
a legal person, must be able to present the
documents proving his/her capacity as company
representative or proxy holder, at the latest
before the commencement of the General Meeting.
Transitional provision The owners of bearer
shares must register on the record date by
delivering the bearer shares to one or more
financial intermediaries designated by the
Board of Directors in the convocation, regardless
of the number of shares held by the shareholder
on the day of the General Meeting. The shareholder
notifies the company, or the person designated
by the company to this end, of his/her/its
intention to participate in the General Meeting,
at the latest on the sixth calendar day preceding
the date of the General Meeting. In order to
be admitted to the General Meeting, the shareholder
must in addition also be able to prove his/her
identity. The representative of a shareholder,
who is a legal person, must be able to present
the documents proving his/her capacity as company
representative or proxy holder, at the latest
before the commencement of the General Meeting
27 The general meeting resolves to replace the Mgmt No vote
current text of article 33 of the company's
by-laws with the following text, under the
suspensive condition of the adoption, the publication
in the Belgian Official Gazette and the entry
into force of any legislation transposing directive
2007/36/EC of 11 July 2007 on the exercise
of certain rights of shareholders in listed
companies, into Belgian law. ARTICLE 33 - REPRESENTATION
All shareholders having voting rights may vote
personally or by proxy. A shareholder may designate,
for a given General Meeting, only one person
as a proxy holder, without prejudice to the
exceptions set out in the Companies Code. The
proxy holder must not be a shareholder. The
designation of a proxy holder must take place
in writing and must be signed by the shareholder.
The Board of Directors may determine the form
of the proxies in the convocation. The notification
of the proxy to the company must be done by
letter, fax or e-mail, in accordance with the
modalities determined by the Board of Directors
in the convocation. The proxy must be received
by the company at the latest on the sixth calendar
day preceding the date of the General Meeting.
Any proxy received by the company before the
publication of a revised agenda pursuant to
article 533ter of the Companies Code remains
valid for the items covered by the proxy. As
an exception to the foregoing, with respect
to the items on the agenda which are the subject
of newly submitted proposed resolutions pursuant
to article 533ter of the Companies Code, the
proxy holder may, at the general meeting, deviate
from potential voting instructions given by
his/her/its principal if the accomplishment
of these instructions would risk compromising
the interests of his/her/its principal. The
proxy holder must inform his/her/its principal
of this fact
28 The general meeting resolves to replace the Mgmt No vote
current text of article 35 of the company's
by-laws with the following text, under the
suspensive condition of the adoption, the publication
in the Belgian Official Gazette and the entry
into force of any legislation transposing directive
2007/36/EC of 11 July 2007 on the exercise
of certain rights of shareholders in listed
companies into Belgian law: ARTICLE 35 ADJOURNMENT
The Board of Directors has the right, during
the meeting, to postpone the decision in relation
to the approval of the annual accounts of the
company by five weeks. This postponement has
no effect on the other resolutions taken, except
if the General Meeting resolves otherwise.
The Board of Directors must re-convene the
General Meeting within the five-week period
in order to resolve the adjourned items on
the agenda. Formalities fulfilled in order
to attend the first General Meeting, including
the registration of securities or the potential
notification of proxies or forms used to vote
by correspondence, remain valid for the second
Meeting. New notifications of proxies or of
forms used to vote by correspondence will be
authorised, within the deadlines and under
the conditions contained in the current by-laws.
The General Meeting may only be postponed once.
The second General Meeting makes final resolutions
on the adjourned items on the agenda
29 The general meeting resolves to replace the Mgmt No vote
current text of article 36, 2nd paragraph of
the company's by-laws with the following text,
under the suspensive condition of the adoption,
the publication in the Belgian Official Gazette
and the entry into force of any legislation
transposing directive 2007/36/EC of 11 July
2007 on the exercise of certain rights of shareholders
in listed companies into Belgian law: Holders
of bonds, warrants and certificates issued
with the cooperation of the company may attend
the General Meeting, but only with an advisory
vote. The right to attend the General Meeting
is subject to the same formalities as those
which are applicable in accordance with the
provisions of the present by-laws, to the shareholders,
depending on the nature of the securities concerned
30 The general meeting resolves to replace the Mgmt No vote
current text of article 37 of the company's
by-laws with the following text, under the
suspensive condition of the adoption, the publication
in the Belgian Official Gazette and the entry
into force of any legislation transposing directive
2007/36/EC of 11 July 2007 on the exercise
of certain rights of shareholders in listed
companies into Belgian law: ARTICLE 37 - DELIBERATION
Before entering the meeting, an attendance
list setting out the names and the addresses
of the shareholders as well as the number of
shares held by them, is signed by the shareholders
or by their proxy holders. An attendance list
indicating the names and addresses of the holder
of bonds, warrants and certificates issued
with the cooperation of the company as well
as the number of securities held by them, is
also signed by each of them or by their proxy
holders. The General Meeting cannot deliberate
on points that are not contained in the agenda,
unless all shareholders are present or represented
at the General Meeting and unanimously resolve
to deliberate on these points. The directors
answer the questions addressed to them by the
shareholders at the meeting or in writing with
respect to their report or to other points
on the agenda, to the extent that the communication
of data is not likely to cause prejudice to
the commercial interests of the company or
to the confidentiality obligations that the
company or the directors have committed to.
The auditor(s) answer the questions addressed
to them by the shareholders, at the meeting
or in writing with respect to his (their) report,
to the extent that the communication of data
is not likely to cause prejudice to the commercial
interests of the company or to the confidentiality
obligations that the company, the directors
or the auditors have committed to. The shareholders
have the right to ask questions during the
meeting or in writing. The written questions
may be addressed to the company by electronic
means to the address mentioned in the convocation
to the General Meeting. The written questions
must be received by the company at the latest
on the sixth calendar day preceding the date
of the General Meeting. Unless otherwise provided
by the law and the by-laws, the resolutions
must be taken by a simple majority of votes
cast, regardless of the number of shares represented
at the meeting. Blank and invalid votes are
not added to the votes cast. The votes must
be taken by a show of hands or by roll call,
unless the General Meeting resolves otherwise
by a simple majority of votes cast. The foregoing
does not affect the right of each shareholder
to vote by correspondence, by means of a form
made available by the company and containing
at least the elements set out in article 550
Section 2 of the Companies Code. The form used
to vote by correspondence must be received
by the company at the latest on the sixth calendar
day preceding the General Meeting. The form
used to vote by correspondence addressed to
the company for a General Meeting is valid
for the successive General Meetings convened
with the same agenda. Any form used to vote
by correspondence received by the company before
the publication of a revised agenda pursuant
to article 533ter of the Companies Code remains
valid for the items on the agenda which are
covered by it. By means of an exception to
the foregoing, the vote exercised with respect
to an item on the agenda which is the object
of a newly proposed resolution in application
of article 533ter of the Companies Code, is
null and void
31 The general meeting resolves to add a 3rd paragraph Mgmt No vote
to article 38 of the company's by-laws by adding
the following text, under the suspensive condition
of the adoption, the publication in the Belgian
Official Gazette and the entry into force of
any legislation transposing directive 2007/36/EC
of 11 July 2007 on the exercise of certain
rights of shareholders in listed companies
into Belgian law: The minutes must at least
contain the elements set out in article 546
of the Companies Code and are published on
the website of the company within fifteen calendar
days after the General Meeting
32 The general meeting confers on Mr. Johan VAN Mgmt No vote
DEN CRUIJCE, with the right of substitution,
all powers necessary to immediately proceed
with the coordination of the text of the company's
by-laws in accordance with the resolutions
taken following the proposed resolutions nos.
19 to 24, to sign it and to file it with the
clerk of the relevant Commercial Court, in
accordance with the applicable legal provisions.
The general meeting also confers on Mr. Johan
VAN DEN CRUIJCE, with the right of substitution,
all powers necessary to proceed with the coordination
of the text of the company's by-laws in accordance
with the resolutions taken following the proposed
resolutions nos. 25 to 31, to sign it and to
file it with the clerk of the relevant Commercial
Court, in accordance with the applicable legal
provisions, as soon as the suspensive condition
set out in the proposed resolutions is realised
33 Pursuant to article 556 of the Companies Code, Mgmt No vote
the general meeting approves and, to the extent
necessary, ratifies article 10.1 (i) of the
"Revolving Credit Facility Agreement" entered
into on 22 December 2010 between the company
and Atlas Services Belgium SA
--------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC Agenda Number: 702847116
--------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: AGM
Meeting Date: 20-Apr-2011
Ticker:
ISIN: DE0008430026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that shareholders must be registered Non-Voting No vote
in beneficial owner name to be eligible to
vote at this meeting. Broadridge will disclose
the beneficial owner information for voted
accounts and blocking may apply. Please contact
your client service representative for further
details. The vote deadline as displayed is
still subject to change as we are currently
still awaiting confirmation on the sub custodian
vote deadlines and will be updating this information
on PE accordingly.
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO THE MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.
1.a Submission of the report of the Supervisory Non-Voting No vote
Board and the corporate governance report including
the remuneration report for the financial year
2010
1.b Submission of the adopted Company financial Non-Voting No vote
statements and management report for the financial
year 2010, the approved consolidated financial
statements and management report for the Group
for the financial year 2010, and the explanatory
report on the information in accordance with
Sections 289 para. 4 and 315 para. 4 of the
German Commercial Code
2. Resolution on the appropriation of the net retained Mgmt For For
profits from the financial year 2010
3. Resolution to approve the actions of the Board Mgmt For For
of Management
4. Resolution to approve the actions of the Supervisory Mgmt For For
Board
5. Resolution to approve the remuneration system Mgmt For For
for the Board of Management
6. Resolution to appoint a member of the Supervisory Mgmt For For
Board: Annika Falkengren
7. Resolution to authorise the buy-back and utilisation Mgmt For For
of own shares as well as the option to exclude
subscription and tender rights
8. Resolution to authorise the buy-back of own Mgmt For For
shares using derivatives as well as the option
to exclude subscription and tender rights
9. Resolution to cancel the existing authorisation Mgmt For For
for increasing the share capital under "Authorised
Capital Increase 2006", to replace this with
a new authorisation "Authorised Capital Increase
2011" for the issue of employee shares, and
to make the relevant amendments to the Articles
of Association
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 702493177
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 26-Jul-2010
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual report and accounts Mgmt For For
2 Declare a final dividend Mgmt For For
3 Re-elect Sir John Parker Mgmt For For
4 Re-elect Steve Holliday Mgmt For For
5 Re-elect Ken Harvey Mgmt For For
6 Re-elect Steve Lucas Mgmt For For
7 Re-elect Stephen Pettit Mgmt For For
8 Re-elect Nick Winser Mgmt For For
9 Re-elect George Rose Mgmt For For
10 Re-elect Tom King Mgmt For For
11 Re-elect Maria Richter Mgmt For For
12 Re-elect John Allan Mgmt For For
13 Re-elect Linda Adamany Mgmt For For
14 Re-elect Mark Fairbairn Mgmt For For
15 Re-elect Philip Aiken Mgmt For For
16 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
17 Authorize the Directors to set the Auditors' Mgmt For For
remuneration
18 Approve the Directors remuneration report Mgmt For For
19 Authorize the Directors to allot ordinary shares Mgmt For For
S.20 Approve to disapply pre-emptive rights Mgmt For For
S.21 Authorize the Company to purchase its own ordinary Mgmt For For
shares
S.22 Authorize the Directors to hold general meetings Mgmt For For
on 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702847596
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 799253 DUE TO DELETION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 741313, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.1 Approval of the annual report, the financial Mgmt No vote
statements of Nestle S.A. and the consolidated
financial statements of the Nestle group for
2010
1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt No vote
vote)
2 Release of the members of the Board of Directors Mgmt No vote
and of the Management
3 Appropriation of profits resulting from the Mgmt No vote
balance sheet of Nestle S.A.
4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt No vote
Bulcke
4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt No vote
Koopmann
4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt No vote
Hanggi
4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt No vote
Meyers
4.1.5 Re-election to the Board of Directors: Mrs. Mgmt No vote
Naina Lal Kidwai
4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt No vote
Hess
4.2 Election to the Board of Directors: Ms. Ann Mgmt No vote
Veneman (for a term of three years)
4.3 Re-election of the statutory auditors: KPMG Mgmt No vote
S.A., Geneva branch (for a term of one year)
5 Cancellation of 165 000 000 shares repurchased Mgmt No vote
under the share buy-back programmes, and reduction
of the share capital by CHF 16 500 000
--------------------------------------------------------------------------------------------------------------------------
NISOURCE INC. Agenda Number: 933396598
--------------------------------------------------------------------------------------------------------------------------
Security: 65473P105
Meeting Type: Annual
Meeting Date: 10-May-2011
Ticker: NI
ISIN: US65473P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I1 ELECTION OF DIRECTOR: RICHARD A. ABDOO Mgmt For For
I2 ELECTION OF DIRECTOR: STEVEN C. BEERING Mgmt For For
I3 ELECTION OF DIRECTOR: MICHAEL E. JESANIS Mgmt For For
I4 ELECTION OF DIRECTOR: MARTY R. KITTRELL Mgmt For For
I5 ELECTION OF DIRECTOR: W. LEE NUTTER Mgmt For For
I6 ELECTION OF DIRECTOR: DEBORAH S. PARKER Mgmt For For
I7 ELECTION OF DIRECTOR: IAN M. ROLLAND Mgmt For For
I8 ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Mgmt For For
I9 ELECTION OF DIRECTOR: RICHARD L. THOMPSON Mgmt For For
I10 ELECTION OF DIRECTOR: CAROLYN Y. WOO Mgmt For For
II TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
III TO CONSIDER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
IV TO CONSIDER AN ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
V TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING Shr For Against
STOCKHOLDER ACTION BY WRITTEN CONSENT.
--------------------------------------------------------------------------------------------------------------------------
NSTAR Agenda Number: 933365086
--------------------------------------------------------------------------------------------------------------------------
Security: 67019E107
Meeting Type: Special
Meeting Date: 04-Mar-2011
Ticker: NST
ISIN: US67019E1073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE MERGER CONTEMPLATED Mgmt For For
BY THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF OCTOBER 16, 2010, AS AMENDED ON NOVEMBER
1, 2010 AND DECEMBER 16, 2010, BY AND AMONG
NORTHEAST UTILITIES, NU HOLDING ENERGY 1 LLC,
NU HOLDING ENERGY 2 LLC AND NSTAR, AS IT MAY
BE FURTHER AMENDED FROM TIME TO TIME, AND ADOPT
THE AGREEMENT AND PLAN OF MERGER.
02 PROPOSAL TO ADJOURN THE NSTAR SPECIAL MEETING, Mgmt For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO
APPROVE THE MERGER AND AGREEMENT AND PLAN OF
MERGER.
--------------------------------------------------------------------------------------------------------------------------
ORKLA ASA, OSLO Agenda Number: 702888857
--------------------------------------------------------------------------------------------------------------------------
Security: R67787102
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: NO0003733800
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 806543 DUE TO DELETION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT 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
CMMT 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
1.1 Approval of the financial statements for 2010 Mgmt No vote
for Orkla ASA
1.2 Approval of a share dividend for 2010 Mgmt No vote
2 Amendment to Article 16, third paragraph, of Mgmt No vote
the Articles of Association
3.2 Advisory approval of the Board of Directors' Mgmt No vote
statement of guidelines for the pay and other
remuneration of the executive management in
the coming financial year
3.3 Approval of guidelines for share-related incentive Mgmt No vote
arrangements
4.ii Authorisation to acquire treasury shares, to Mgmt No vote
be utilised to fulfil existing employee incentive
arrangements, and employee incentive arrangements
adopted by the General Meeting in accordance
with item 3.3 of the agenda
4.iii Authorisation to acquire treasury shares, to Mgmt No vote
be utilised to acquire shares for cancellation
5 Authorisation for the Board of Directors to Mgmt No vote
increase share capital through the subscription
of new shares
6.i Election of members to the Corporate Assembly Mgmt No vote
6.ii Election of deputy members to the Corporate Mgmt No vote
Assembly
7 Election of members to the Nomination Committee Mgmt No vote
8 Approval of the Auditor's remuneration Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 933392069
--------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: PEP
ISIN: US7134481081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.L. BROWN Mgmt For For
1B ELECTION OF DIRECTOR: I.M. COOK Mgmt For For
1C ELECTION OF DIRECTOR: D. DUBLON Mgmt For For
1D ELECTION OF DIRECTOR: V.J. DZAU Mgmt For For
1E ELECTION OF DIRECTOR: R.L. HUNT Mgmt For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Mgmt For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Mgmt For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Mgmt For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Mgmt For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Mgmt For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Mgmt For For
1L ELECTION OF DIRECTOR: D. VASELLA Mgmt For For
02 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION.
03 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
04 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Mgmt For For
FOR FISCAL YEAR 2011.
05 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION Mgmt For For
TO IMPLEMENT MAJORITY VOTING FOR DIRECTORS
IN UNCONTESTED ELECTIONS.
06 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shr For Against
SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63)
07 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For
REPORT (PROXY STATEMENT P.65)
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933393744
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: PM
ISIN: US7181721090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HAROLD BROWN Mgmt For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Mgmt For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For
1E ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1F ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For
1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt Against Against
1H ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
03 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shr Against For
TOBACCO USE
06 STOCKHOLDER PROPOSAL 2 - INDEPENDENT BOARD CHAIR Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PHILIPPINE LONG DISTANCE TELEPHONE CO. Agenda Number: 933462145
--------------------------------------------------------------------------------------------------------------------------
Security: 718252604
Meeting Type: Consent
Meeting Date: 14-Jun-2011
Ticker: PHI
ISIN: US7182526043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE AUDITED FINANCIAL STATEMENTS Mgmt For Against
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010
CONTAINED IN THE COMPANY'S 2010 ANNUAL REPORT
2A ELECTION OF DIRECTOR: REV. FR. BIENVENIDO F. Mgmt For
NEBRES, S.J. (INDEPENDENT DIRECTOR)
2B ELECTION OF DIRECTOR: MR. PEDRO E. ROXAS (INDEPENDENT Mgmt For
DIRECTOR)
2C ELECTION OF DIRECTOR: MR. ALFRED V. TY (INDEPENDENT Mgmt For
DIRECTOR)
2D ELECTION OF DIRECTOR: MS. HELEN Y. DEE Mgmt For
2E ELECTION OF DIRECTOR: ATTY. RAY C. ESPINOSA Mgmt For
2F ELECTION OF DIRECTOR: MR. TATSU KONO Mgmt For
2G ELECTION OF DIRECTOR: MR. NAPOLEON L. NAZARENO Mgmt For
2H ELECTION OF DIRECTOR: MR. MANUEL V. PANGILINAN Mgmt For
2I ELECTION OF DIRECTOR: MR. TAKASHI OOI Mgmt For
2J ELECTION OF DIRECTOR: MR. OSCAR S. REYES Mgmt For
2K ELECTION OF DIRECTOR: MS. MA. LOURDES C. RAUSA-CHAN Mgmt For
2L ELECTION OF DIRECTOR: MR. JUAN B. SANTOS Mgmt For
2M ELECTION OF DIRECTOR: MR. TONY TAN CAKTIONG Mgmt For
03 APPROVAL OF THE ISSUANCE OF UP TO 29,654,378 Mgmt For Against
SHARES OF COMMON STOCK OF PLDT, AT THE ISSUE
PRICE OF PHP2,500 PER SHARE, AS PAYMENT FOR
THE PURCHASE PRICE OF PROPERTIES TO BE ACQUIRED
BY THE COMPANY
--------------------------------------------------------------------------------------------------------------------------
PITNEY BOWES INC. Agenda Number: 933394962
--------------------------------------------------------------------------------------------------------------------------
Security: 724479100
Meeting Type: Annual
Meeting Date: 09-May-2011
Ticker: PBI
ISIN: US7244791007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RODNEY C. ADKINS Mgmt For For
1B ELECTION OF DIRECTOR: MURRAY D. MARTIN Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL I. ROTH Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT E. WEISSMAN Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For
OF THE INDEPENDENT ACCOUNTANTS FOR 2011.
3A AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
AND AMENDED AND RESTATED BY-LAWS TO REMOVE
SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING
ACTIONS: REMOVING ANY DIRECTOR FROM OFFICE.
3B AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
AND AMENDED AND RESTATED BY-LAWS TO REMOVE
SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING
ACTIONS: CERTAIN BUSINESS COMBINATIONS.
3C AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
AND AMENDED AND RESTATED BY-LAWS TO REMOVE
SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING
ACTIONS: AMENDING CERTAIN PROVISIONS OF THE
CERTIFICATE.
3D AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
AND AMENDED AND RESTATED BY-LAWS TO REMOVE
SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING
ACTIONS: AMENDING CERTAIN PROVISIONS OF THE
BY-LAWS.
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
6A APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS PURSUANT TO INTERNAL REVENUE CODE SECTION
162(M) FOR THE FOLLOWING INCENTIVE PLANS: PITNEY
BOWES INC. KEY EMPLOYEES INCENTIVE PLAN.
6B APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS PURSUANT TO INTERNAL REVENUE CODE SECTION
162(M) FOR THE FOLLOWING INCENTIVE PLANS: PITNEY
BOWES INC. 2007 STOCK PLAN.
--------------------------------------------------------------------------------------------------------------------------
PROGRESS ENERGY, INC. Agenda Number: 933401983
--------------------------------------------------------------------------------------------------------------------------
Security: 743263105
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: PGN
ISIN: US7432631056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B ELECTION OF DIRECTOR: JAMES E. BOSTIC JR. Mgmt For For
1C ELECTION OF DIRECTOR: HARRIS E. DELOACH JR. Mgmt For For
1D ELECTION OF DIRECTOR: JAMES B. HYLER JR. Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Mgmt For For
1F ELECTION OF DIRECTOR: ROBERT W. JONES Mgmt For For
1G ELECTION OF DIRECTOR: W. STEVEN JONES Mgmt For For
1H ELECTION OF DIRECTOR: MELQUIADES R. MARTINEZ Mgmt For For
1I ELECTION OF DIRECTOR: E. MARIE MCKEE Mgmt For For
1J ELECTION OF DIRECTOR: JOHN H. MULLIN III Mgmt For For
1K ELECTION OF DIRECTOR: CHARLES W. PRYOR JR. Mgmt For For
1L ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Mgmt For For
1M ELECTION OF DIRECTOR: THERESA M. STONE Mgmt For For
1N ELECTION OF DIRECTOR: ALFRED C. TOLLISON JR. Mgmt For For
2 AN ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3 TO RECOMMEND, BY AN ADVISORY (NONBINDING) VOTE, Mgmt 1 Year For
THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION.
4 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS PROGRESS ENERGY INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
--------------------------------------------------------------------------------------------------------------------------
REGAL ENTERTAINMENT GROUP Agenda Number: 933429133
--------------------------------------------------------------------------------------------------------------------------
Security: 758766109
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: RGC
ISIN: US7587661098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHEN A. KAPLAN Mgmt For For
JACK TYRRELL Mgmt For For
NESTOR R. WEIGAND JR. Mgmt For For
02 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS.
03 RECOMMENDATION, ON AN ADVISORY BASIS, OF THE Mgmt 1 Year For
FREQUENCY AT WHICH TO HOLD FUTURE ADVISORY
VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.
04 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION Mgmt For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 29, 2011.
--------------------------------------------------------------------------------------------------------------------------
REYNOLDS AMERICAN INC. Agenda Number: 933391219
--------------------------------------------------------------------------------------------------------------------------
Security: 761713106
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: RAI
ISIN: US7617131062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LUC JOBIN* Mgmt For For
NANA MENSAH* Mgmt For For
JOHN J. ZILLMER* Mgmt For For
JOHN P. DALY** Mgmt For For
DANIEL M. DELEN*** Mgmt For For
02 ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE Mgmt For For
OFFICERS
03 ADVISORY VOTE REGARDING FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON THE COMPENSATION OF NAMED
EXECUTIVE OFFICERS
04 AMENDMENT TO THE ARTICLES OF INCORPORATION Mgmt For For
05 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS
06 SHAREHOLDER PROPOSAL ON ELIMINATION OF CLASSIFIED Shr For Against
BOARD
07 SHAREHOLDER PROPOSAL ON ELIMINATING TOBACCO Shr Against For
FLAVORING
08 SHAREHOLDER PROPOSAL ON HUMAN RIGHTS PROTOCOLS Shr For Against
FOR THE COMPANY AND ITS SUPPLIERS
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 933426036
--------------------------------------------------------------------------------------------------------------------------
Security: 780259206
Meeting Type: Annual
Meeting Date: 17-May-2011
Ticker: RDSA
ISIN: US7802592060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Mgmt For For
02 APPROVAL OF REMUNERATION REPORT Mgmt For For
03 APPOINTMENT OF LINDA G. STUNTZ AS A DIRECTOR Mgmt For For
OF THE COMPANY
4A RE-APPOINTMENT OF DIRECTOR: JOSEF ACKERMANN Mgmt For For
4B RE-APPOINTMENT OF DIRECTOR: MALCOLM BRINDED Mgmt For For
4C RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT Mgmt For For
4D RE-APPOINTMENT OF DIRECTOR: SIMON HENRY Mgmt For For
4E RE-APPOINTMENT OF DIRECTOR: CHARLES O. HOLLIDAY Mgmt For For
4F RE-APPOINTMENT OF DIRECTOR: LORD KERR OF KINLOCHARD Mgmt For For
4G RE-APPOINTMENT OF DIRECTOR: GERARD KLEISTERLEE Mgmt For For
4H RE-APPOINTMENT OF DIRECTOR: CHRISTINE MORIN-POSTEL Mgmt For For
4I RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA Mgmt For For
4J RE-APPOINTMENT OF DIRECTOR: JEROEN VAN DER VEER Mgmt For For
4K RE-APPOINTMENT OF DIRECTOR: PETER VOSER Mgmt For For
4L RE-APPOINTMENT OF DIRECTOR: HANS WIJERS Mgmt For For
05 RE-APPOINTMENT OF AUDITORS Mgmt For For
06 REMUNERATION OF AUDITORS Mgmt For For
07 AUTHORITY TO ALLOT SHARES Mgmt For For
08 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
09 AUTHORITY TO PURCHASE OWN SHARES Mgmt For For
10 AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SCOR SE, PUTEAUX Agenda Number: 702920073
--------------------------------------------------------------------------------------------------------------------------
Security: F15561677
Meeting Type: MIX
Meeting Date: 04-May-2011
Ticker:
ISIN: FR0010411983
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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.
CMMT 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 forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
O.1 Approval of the reports and corporate financial Mgmt For For
statements for the financial year ended December
31, 2010
O.2 Allocation of income and setting the dividend Mgmt For For
for the financial year ended December 31,
2010
O.3 Approval of the reports and consolidated financial Mgmt For For
statements for the financial year ended
on December 31, 2010
O.4 Approval of the Agreements referred to in the Mgmt For For
special report of the Statutory Auditors pursuant
to Article L. 225-38 of the Commercial Code
O.5 Renewal of Mr. Gerard Andreck's term as Board Mgmt For For
member of the Company
O.6 Renewal of Mr. Peter Eckert's term as Board Mgmt For For
member of the Company
O.7 Appointment of Mr. Charles Gave as Board member Mgmt For For
of the Company
O.8 Renewal of Mr. Denis Kessler's term as Board Mgmt For For
member of the Company
O.9 Renewal of Mr. Daniel Lebegue's term as Board Mgmt For For
member of the Company
O.10 Renewal of term of Mederic Prevoyance as Board Mgmt Against Against
member of the Company
O.11 Renewal of Mr. Luc Rouge's term as Board member Mgmt For For
of the Company
O.12 Appointment of Mrs. Guylaine Saucier as Board Mgmt For For
member of the Company
O.13 Renewal of Mr. Jean-Claude Seys' term as Board Mgmt For For
member of the Company
O.14 Renewal of Mr. Claude Tendil's term as Board Mgmt Against Against
member of the Company
O.15 Renewal of Mr. Daniel Valot's term as Board Mgmt For For
member of the Company
O.16 Renewal of Mr. Georges Chodron de Courcel's Mgmt Against Against
term as Board member of the Company
O.17 Authorization granted to the Board of Directors Mgmt For For
to trade Company's shares
O.18 Powers to accomplish all formalities Mgmt For For
E.19 Delegation of authority granted to the Board Mgmt For For
of Directors to decide the incorporation
of profits, reserves or premiums
E.20 Delegation of authority granted to the Board Mgmt For For
of Directors to decide to issue shares and/or
securities providing access to capital or entitling
to a debt security, while maintaining preferential
subscription rights
E.21 Delegation of authority granted to the Board Mgmt For For
of Directors to decide to issue as part of
a public offer, shares and/or securities providing
access to capital or entitling to a debt
security, with cancellation of preferential
subscription rights
E.22 Delegation of authority granted to the Board Mgmt For For
of Directors to decide to issue as part of
an offer pursuant to Article L. 411-2, II of
the Monetary and Financial Code, shares
and/or securities providing access to capital
or entitling to a debt security, with
cancellation of preferential subscription
rights
E.23 Delegation of authority granted to the Board Mgmt For For
of Directors to issue shares and/or securities
providing access to capital or entitling to
a debt security, in consideration
for stocks brought to the Company in connection
with any public exchange offer initiated
by it
E.24 Delegation of authority granted to the Board Mgmt For For
of Directors to issue shares and/or securities
providing access to the capital of the Company
or entitling to a debt security, in consideration
for stocks brought to the Company as part
of in-kind contributions limited to 10% of
its capital
E.25 Authorization granted to the Board of Directors Mgmt For For
to increase the number of securities in
the event of capital increase with or without
preferential subscription rights
E.26 Delegation of authority granted to the Board Mgmt For For
of Directors to issue securities providing
access to the capital of the Company, with
cancelation of shareholders' preferential
subscription rights in favor of a given category
of persons ensuring underwriting of equity
securities of the Company
E.27 Authorization granted to the Board of Directors Mgmt For For
to reduce share capital by cancellation
of treasury shares
E.28 Authorization granted to the Board of Directors Mgmt Against Against
to grant options to subscribe for and/or purchase
shares to employed staff members and Executive
corporate officers
E.29 Authorization granted to the Board of Directors Mgmt Against Against
to allocate gratis common shares of the
Company to employed staff members and Executive
corporate officers
E.30 Delegation of authority granted to the Board Mgmt For For
of Directors to carry out the share capital
increase by issuing shares reserved for members
of company savings plans, with cancellation
of preferential subscription rights in favor
of the latter
E.31 Overall limitation of capital increases Mgmt For For
E.32 Powers to accomplish all formalities Mgmt For For
CMMT 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/2011/0418/201104181101315.pdf
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC, PERTH Agenda Number: 702517307
--------------------------------------------------------------------------------------------------------------------------
Security: G7885V109
Meeting Type: AGM
Meeting Date: 22-Jul-2010
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts Mgmt For For
2. Approve the remuneration report Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-appoint Nick Baldwin Mgmt For For
5. Re-appoint Richard Gillingwater Mgmt For For
6. Re-appoint Alistair Phillips-Davies Mgmt For For
7. Re-appoint KPMG Audit Plc as the Auditors Mgmt For For
8. Authorize the Directors to determine the Auditors' Mgmt For For
remuneration
9. Grant authority for the allotment of shares Mgmt For For
S.10 Approve to disapply pre-emption rights Mgmt For For
S.11 Authorize the Company to purchase its own Ordinary Mgmt For For
Shares
S.12 Approve the 14 days' notice of general meetings Mgmt For For
S.13 Adopt the new Articles of Association Mgmt For For
14. Authorize the Directors to offer a Scrip Dividend Mgmt For For
Scheme
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA Agenda Number: 933440567
--------------------------------------------------------------------------------------------------------------------------
Security: 85771P102
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: STO
ISIN: US85771P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 ELECTION OF OLAUG SVARVA AS CHAIR OF THE MEETING Mgmt No vote
03 APPROVAL OF THE NOTICE AND THE AGENDA Mgmt No vote
05 ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES Mgmt No vote
TOGETHER WITH THE CHAIR OF THE MEETING
06 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS INCLUDING Mgmt No vote
DISTRIBUTION OF THE DIVIDEND
07 DECLARATION ON STIPULATION OF SALARY AND OTHER Mgmt No vote
REMUNERATION FOR EXECUTIVE MANAGEMENT
08 DETERMINATION OF REMUNERATION FOR THE COMPANY'S Mgmt No vote
AUDITOR
09 DETERMINATION OF REMUNERATION FOR THE CORPORATE Mgmt No vote
ASSEMBLY
10 ELECTION OF INGRID RASMUSSEN YNEW ELECTED AS Mgmt No vote
MEMBER OF THE NOMINATION COMMITTEE
11 DETERMINATION OF REMUNERATION FOR THE NOMINATION Mgmt No vote
COMMITTEE
12 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Mgmt No vote
MARKET TO CONTINUE IMPLEMENTATION OF THE SHARE
SAVING PLAN FOR EMPLOYEES
13 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Mgmt No vote
MARKET FOR SUBSEQUENT ANNULMENT
14 MARKETING INSTRUCTIONS FOR STATOIL ASA - ADJUSTMENTS Mgmt No vote
15 CHANGES TO THE ARTICLES OF ASSOCIATION Mgmt No vote
16 ADOPT INSTRUCTION FOR THE NOMINATION COMMITTEE Mgmt No vote
17 PROPOSAL FROM A SHAREHOLDER Shr No vote
--------------------------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN Agenda Number: 702919296
--------------------------------------------------------------------------------------------------------------------------
Security: H8398N104
Meeting Type: AGM
Meeting Date: 20-Apr-2011
Ticker:
ISIN: CH0008742519
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 801546 DUE TO ADDITION AND DELETION OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 750922, 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 The Board of Directors proposes that the annual Mgmt No vote
report, financial statements of Swisscom Ltd
and consolidated financial statements for fiscal
year 2010 be approved
1.2 The Board of Directors proposes that the Shareholders' Mgmt No vote
Meeting take affirmatively notice of the 2010
remuneration report by means of a consultative
vote
2.a The Board of Directors proposes a) that the Mgmt No vote
retained earnings of fiscal 2010 of CHF 4,841
million be appropriated as follows: Allocation
to reserves from capital contributions CHF
232 million, Allocation to free reserves CHF
622 million, Balance carried forward to new
account CHF 3,987 million
2.b The Board of Directors proposes that a dividend Mgmt No vote
of CHF 1,088 million be distributed for the
fiscal 2010 (CHF 21 gross per share). For this
purpose, the Board of Directors proposes converting
CHF 466 million in reserves from capital contributions
into free reserves and distributing these as
dividends together with additional free reserves
amounting to CHF 622 million (CHF 9 per share
from reserves from capital contributions and
CHF 12 gross per share from free reserves)
3 The Board of Directors proposes that discharge Mgmt No vote
be granted to the members of the Board of Directors
and the Group Executive Board for the 2010
financial year
4 The Board of Directors proposes that the Articles Mgmt No vote
of Incorporation be amended as specified
5.1 The Board of Directors proposes that Dr Anton Mgmt No vote
Scherrer be re-elected for a term of office
lasting until 31 August 2011 as a member and
chairman of the Board of Directors
5.2 The Board of Directors proposes that Hansueli Mgmt No vote
Loosli be re-elected for a two-year term of
office as a member of the Board of Directors
and that he be elected as chairman of the Board
of Directors as of 1 September 2011
5.3 The Board of Directors proposes that Michel Mgmt No vote
Gobet be re-elected for a two-year term of
office as member of the Board of Directors
5.4 The Board of Directors proposes that Dr Torsten Mgmt No vote
G. Kreindl be re-elected for a two-year term
of office as a member of the Board of Directors
5.5 The Board of Directors proposes that Richard Mgmt No vote
Roy be re-elected for a two-year term of office
as a member of the Board of Directors
5.6 The Board of Directors proposes that Othmar Mgmt No vote
Vock be re-elected for a one-year term of office
as a member of the Board of Directors
5.7 The Board of Directors proposes that Theophil Mgmt No vote
H. Schlatter be elected for a two-year term
of office as a member of the Board of Directors
6 The Board of Directors proposes that KPMG Ltd, Mgmt No vote
of Muri near Bern, be re-elected as statutory
auditors for the fiscal 2011
--------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 703017574
--------------------------------------------------------------------------------------------------------------------------
Security: T9471R100
Meeting Type: MIX
Meeting Date: 12-May-2011
Ticker:
ISIN: IT0003242622
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
13 MAY 2011 AT 14.30 (AND A THIRD CALL FOR
EGM ON 14 MAY 2011 AT 11.00). CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINKS: https://materials.proxyvote.com/Approved/99999Z/19840101/NPS_88029.PDF
O.1 Financial Statement as of December 31, 2010. Mgmt For For
Reports by the Board of Directors, the Board
of Statutory Auditors and the Independent Auditors.
Related resolutions. Presentation of the Consolidated
Financial Statement as of December 31, 2010
O.2 Allocation of the net income of the fiscal year Mgmt For For
O.3 Determination of the number of members of the Mgmt For For
Board of Directors and their term of office
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES Non-Voting No vote
TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1
VACANCY AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY 1 OF THE 3 SLATES.
THANK YOU.
O.4.1 Appointment of the members of the Board of Directors: Shr No vote
list presented by Cassa Depositi e Prestiti
- CDP shareholder of Terna with 599,999,999
ordinary shares, equal to 29.86% of the share
capital: Luigi Piergiuseppe Ferdinando Roth,
Flavio Cattaneo, Andrea Camporese, Paolo Dal
Pino, Matteo Del Fante and Michele Polo
O.4.2 Appointment of the members of the Board of Directors: Shr No vote
candidate presented by ENEL S.p.A owner of
more than 1% of Terna's share capital: Simone
Mori
O.4.3 Appointment of the members of the Board of Directors: Shr For Against
list presented by Romano Minozzi, Iris Ceramica
S.p.A, Castellarano Fiandre S.p.A, Fortifer
S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A.,
Finanziaria Cer. Castellarano S.p.A and Fincea
S.p.A together holders of 4.858% of Terna:
Romano Minozzi, Fabio Buscarini and Salvatore
Machi
O.5 Appointment of the Chairman of the Board of Mgmt For For
Directors
O.6 Determination of the remuneration of the members Mgmt Against Against
of the Board of Directors
0000 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
TO BE ELECTED AS AUDITORS, THERE IS ONLY 1
VACANCY AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES.
THANK YOU
O.7.1 Appointment of the Board of Statutory Auditors: Shr Against For
list presented by Cassa Depositi e Prestiti
- CDP shareholder of Terna with 599,999,999
ordinary shares, equal to 29.86% of the share
capital: Standing Auditors: Alberto Luigi Gusmeroli
and Lorenzo Pozza and Alternate Auditor: Flavio
Pizzini
O.7.2 Appointment of the members of the Board of Directors: Shr For Against
list presented by Romano Minozzi, Iris Ceramica
S.p.A, Castellarano Fiandre S.p.A, Fortifer
S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A.,
Finanziaria Cer. Castellarano S.p.A and Fincea
S.p.A together holders of 4.858% of Terna:
Statutory Auditor: Luca Aurelio Guarna and
Standing Auditor: Stefania Bettoni
O.8 Determination of the remuneration of the Statutory Mgmt For For
Auditors of the Board of Statutory Auditors
O.9 Mandate for the statutory auditing for the 2011 Mgmt For For
- 2019 period, and consequent resolutions
O.10 Adapting the Regulations of the meetings to Mgmt For For
the provisions of Legislative Decree No. 27
of January 27, 2010. Amendments to articles1.2,
2.1, 2.2, 3.2, 3.4, 3.5, 4.2, 4.8, 6.4 and
6.6
E.1 Amendments to Art 9.1 and Art 13 of the Corporate Mgmt For For
Bylaws, respectively, in compliance with the
provisions introduced by Art 1 of Legislative
Decree No. 27 of January 27, 2010 and for the
implementation of the Procedure for Related
Party Transactions under the "Regulations on
provisions relating to Transactions with Related
Parties" (adopted by Consob with Resolution
No. 17221 of March 12, 2010 and as subsequently
amended by Resolution No. 17389 of June 23,
2010) as well as the re-numbering of the individual
paragraphs that make up Art 13
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 933454213
--------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 09-Jun-2011
Ticker: TSM
ISIN: US8740391003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ACCEPT 2010 BUSINESS REPORT AND FINANCIAL Mgmt For For
STATEMENTS
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For
2010 PROFITS
03 TO REVISE INTERNAL RULES AS FOLLOWS: (A) PROCEDURES Mgmt For For
FOR LENDING FUNDS TO OTHER PARTIES (B) PROCEDURES
FOR ENDORSEMENT AND GUARANTEE
04 TO APPROVE THE TRANSFER OF TSMC'S SOLAR BUSINESS Mgmt For For
AND SOLID STATE LIGHTING BUSINESS INTO TWO
NEW TSMC WHOLLY OWNED COMPANIES RESPECTIVELY,
AND TO FURTHER APPROVE THE "SOLAR BUSINESS
TRANSFER PLAN" AND "SOLID STATE LIGHTING BUSINESS
TRANSFER PLAN."
05 DIRECTOR
GREGORY C. CHOW Mgmt For For
KOK-CHOO CHEN Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TECO ENERGY, INC. Agenda Number: 933377699
--------------------------------------------------------------------------------------------------------------------------
Security: 872375100
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: TE
ISIN: US8723751009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DUBOSE AUSLEY Mgmt For For
1B ELECTION OF DIRECTOR: JAMES L. FERMAN, JR. Mgmt For For
1C ELECTION OF DIRECTOR: PAUL L. WHITING Mgmt For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITOR FOR 2011.
03 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY Mgmt For For
ON PAY").
04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
SAY ON PAY VOTES.
05 AMENDMENT OF THE COMPANY'S EQUAL EMPLOYMENT Shr For Against
OPPORTUNITY POLICY.
06 DECLASSIFY THE BOARD OF DIRECTORS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA, MADRID Agenda Number: 702967780
--------------------------------------------------------------------------------------------------------------------------
Security: 879382109
Meeting Type: OGM
Meeting Date: 18-May-2011
Ticker:
ISIN: ES0178430E18
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Review and approval of the individual and consolidated Mgmt For For
annual accounts and the management report,
as well as of the proposed allocation of losses
profits and the management of its board
room
2 Compensation of shareholders, distribution to Mgmt For For
be charged to unrestricted reserves
3.1 Amendment of the art. of the bylaws, art 1,6.2,7,14,16.1,17.4,Mgmt For For
18.4,31bis and 36
3.2 Addition of a new paragraph 5 to art 16 of the Mgmt For For
bylaws
3.3 Addition of a new art.26bis to the bylaws Mgmt For For
4.1 Amendment of the art 5,8.1,11, 13.1 of the G. Mgmt For For
meeting regulations
4.2 Amendment of the art 14.1 of the G. meeting Mgmt For For
regulations
5.1 Re-election of Mr.Isidro Faine Mgmt Against Against
5.2 Re-election of Mr.Vitalino Manuel Nafria Azanar Mgmt Against Against
5.3 Re-election of Mr.Julio Linares Mgmt Against Against
5.4 Re-election of Mr.David Arcolus Mgmt For For
5.5 Re-election of Mr.Carlos Colomer Mgmt For For
5.6 Re-election of Mr.Peter Erskine Mgmt Against Against
5.7 Re-election of Mr.Alfonso Ferrari Mgmt For For
5.8 Re-election of Mr.A.Massanell Mgmt Against Against
5.9 Appointment of Chang Xiaobing Mgmt Against Against
6 Authorization to increase the share capital Mgmt For For
pursuant up to 5 year
7 Re-election of auditor Mgmt For For
8 Long term incentive Plan based on Telefonica Mgmt For For
shares to executives team and executives
directors
9 Restricted Share Plan of Telefonica, S.A. Approval Mgmt For For
of a long-term incentive restricted Plan consisting
of the delivery of shares of Telefonica, S.A.
aimed at Employees and Executive Personnel
and linked to their continued employment in
the Telefonica Group
10 Global incentive share purchase Plan of Telefonica, Mgmt For For
S.A. Approval of an incentive share purchase
Global Plan for the Employees of the Telefonica
Group
11 Delegation of powers Mgmt For For
cmmt PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
OF TEXT IN RESOLUTION 9 AND 10. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda Number: 933425402
--------------------------------------------------------------------------------------------------------------------------
Security: 842587107
Meeting Type: Annual
Meeting Date: 25-May-2011
Ticker: SO
ISIN: US8425871071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.P. BARANCO Mgmt For For
J.A. BOSCIA Mgmt For For
H.A. CLARK III Mgmt For For
T.A. FANNING Mgmt For For
H.W. HABERMEYER, JR. Mgmt For For
V.M. HAGEN Mgmt For For
W.A. HOOD, JR. Mgmt For For
D.M. JAMES Mgmt For For
D.E. KLEIN Mgmt For For
J.N. PURCELL Mgmt For For
W.G. SMITH, JR. Mgmt For For
S.R. SPECKER Mgmt For For
L.D. THOMPSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF VOTE ON EXECUTIVE Mgmt 1 Year For
COMPENSATION
05 APPROVAL OF OMNIBUS INCENTIVE COMPENSATION PLAN Mgmt For For
06 STOCKHOLDER PROPOSAL ON COAL COMBUSTION BYPRODUCTS Shr For Against
ENVIRONMENTAL REPORT
--------------------------------------------------------------------------------------------------------------------------
TOLL HLDGS LTD Agenda Number: 702617462
--------------------------------------------------------------------------------------------------------------------------
Security: Q9104H100
Meeting Type: AGM
Meeting Date: 29-Oct-2010
Ticker:
ISIN: AU000000TOL1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 5 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY
THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT
TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSAL (5), YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S
AND YOU COMPLY WITH THE VOTING EXCLUSION.
2 Approve the remuneration report Mgmt For For
3 Re-election of Mr. Mark Smith as a Director Mgmt For For
4 Re-election of Mr. Barry Cusack as a Director Mgmt For For
5 Approve the grant options to the Managing Director, Mgmt For For
Paul Little
6 Adopt the new Constitution, including proportional Mgmt Against Against
takeover provision
--------------------------------------------------------------------------------------------------------------------------
TOTAL S A Agenda Number: 702967514
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 13-May-2011
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 789278 DUE TO ADDITION OF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT 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
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINKS: https://balo.journal-officiel.gouv.fr/pdf/2011/0225/201102251100452.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0413/201104131101217.pdf
CMMT 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.
O.1 Approval of the financial statements of the Mgmt For For
Company
O.2 Approval of the consolidated financial statements Mgmt For For
O.3 Allocation of income and setting the dividend Mgmt For For
O.4 Agreements pursuant to Article L. 225-38 of Mgmt For For
the Commercial Code
O.5 Authorization to the Board of Directors to trade Mgmt For For
the Company's shares
O.6 Renewal of Mrs. Patricia Barbizet's term as Mgmt Against Against
Board member
O.7 Renewal of Mr. Paul Desmarais Jr.'s term as Mgmt Against Against
Board member
O.8 Renewal of Mr. Claude Mandil's term as Board Mgmt For For
member
O.9 Appointment of Mrs. Marie-Christine Coisne as Mgmt For For
Board member
O.10 Appointment of Mrs. Barbara Kux as Board member Mgmt For For
E.11 Authorization to award free shares of the Company Mgmt For For
to employees of the Group as well as to executive
directors of the Company or group companies
A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: To approve amendment of article 9
of the articles of association to include a
provision concerning the publication, on the
company website, of the crossing of statutory
thresholds received by the company under this
article 9 of the company's articles of association
--------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 702532640
--------------------------------------------------------------------------------------------------------------------------
Security: G92755100
Meeting Type: AGM
Meeting Date: 23-Jul-2010
Ticker:
ISIN: GB00B39J2M42
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the reports Mgmt For For
of the Directors and Auditors for the YE 31
MAR 2010
2. Declare a final dividend of 23.13 pence per Mgmt For For
ordinary share
3. Approve the Directors' remuneration report for Mgmt For For
the YE 31 MAR 2010
4. Re-appoint Charlie Cornish as a Director Mgmt For For
5. Re-appoint Dr. Catherine Bell as a Director Mgmt For For
6. Re-appoint Nick Salmon as a Director Mgmt For For
7. Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company
8. Authorize the Directors to set the Auditors' Mgmt For For
remuneration
9. Authorize the Board to allot ordinary shares Mgmt For For
pursuant to Section 551 of the Companies Act
2006 ('the Act') in the Company and to grant
rights to subscribe for or convert any security
into ordinary shares in the Company: (A) up
to a nominal amount of GBP 11,358,933 (such
amount to be reduced by the nominal amount
allotted or granted under Paragraph (B) below
in excess of such sum); and (B) comprising
equity securities (as defined in Section 560(1)
of the Act) up to a nominal amount of GBP 22,717,867
(such amount to be reduced by any allotments
or grants made under Paragraph (A) above) in
connection with an offer by way of a rights
issue: (i) to ordinary shareholders in proportion
(as nearly as may be practicable) to their
existing holdings; and (ii) to holders of other
equity securities as required by the rights
of those securities or as the Board otherwise
considers necessary; and so that the board
may impose any limits or restrictions and make
any arrangements which it considers necessary
or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal,
regulatory or practical problems in, or under
the laws of, any territory or any other matter;
[Authority expires the earlier of the conclusion
of the next AGM of the Company or 22 OCT 2011];
and the Directors may allot shares or grant
rights after the expiry of this authority in
pursuance of such an offer or agreement made
prior to such expiry
S.10 Authorize the Board, if Resolution 9 is passed Mgmt For For
to allot equity securities (as defined in the
Companies Act 2006 ('the Act')) for cash under
the authority given by that resolution and/or
to sell ordinary shares of five pence each
held by the Company as treasury shares for
cash as if Section 561 of the Act did not apply
to any such allotment or sale, such power to
be limited: (A) to the allotment of equity
securities and sale of treasury shares for
cash in connection with an offer of, or invitation
to apply for, equity securities (but in the
case of the authority granted under Paragraph
(B) of Resolution 9, by way of a rights issue
only): (i) to ordinary shareholders in proportion
(as nearly as may be practicable) to their
existing holdings; and (ii) to holders of other
equity securities, as required by the rights
of those securities or, as the Board otherwise
considers necessary, and so that the Board
may impose any limits or restrictions and make
any arrangements which it considers necessary
or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal,
regulatory or practical problems in, or under
the laws of, any territory or any other matter;
and (B) in the case of the authority granted
under Paragraph (A) of Resolution 9 and/or
in the case of any sale of treasury shares
for cash, to the allotment (otherwise than
under Paragraph (A) above) of equity securities
or sale of treasury shares up to a nominal
amount of GBP 1,703,840; [Authority expires
the earlier of the conclusion of the next AGM
of the Company or 22 OCT 2011]; and the Company
may make offers, and enter into agreements
which would, or might, require equity securities
to be allotted (and treasury shares to be sold)
and the Directors may allot equity securities
(and sell treasury shares) under any such offer
or agreement as if the power had not ended
S.11 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006 ('the Act') to
make one or more market purchases (as defined
in Section 693(4) of the Act) of its ordinary
shares of 5 pence each, such power to be limited:
(A) to a maximum number of 68,153,603 ordinary
shares; (B) by the condition that the minimum
price which may be paid for an ordinary share
is the nominal amount of that share and the
maximum price which may be paid for an ordinary
share is the higher of: (i) an amount equal
to 5% above the average market value of an
ordinary share for the 5 business days immediately
preceding the day on which that ordinary share
is contracted to be purchased; and (ii) the
higher of the price of the last independent
trade and the highest current independent bid
on the trading venues where the purchase is
carried out, in each case, exclusive of expenses;
[Authority expires the earlier of the conclusion
of the next AGM of the Company or 22 OCT 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.12 Approve a general meeting other than an AGM Mgmt For For
may be called on not less than 14 clear days'
notice
S.13 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of 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 the Articles of
Association produced to the meeting and initialled
by the Chairman of the meeting for the purpose
of identification be adopted as the Articles
of Association of the Company in substitution
for, and to the exclusion of, the existing
Articles of Association
14. Authorize the Company, in accordance with Part Mgmt For For
14 of the Companies Act 2006 ('the Act'), the
Company and each Company which is or becomes
a subsidiary of the Company at any time during
the period for which this resolution has effect:
(A) to make political donations to political
parties and/or independent election candidates
to which Part 14 of the Act applies, not exceeding
GBP 50,000 in total; (B) to make political
donations to political organizations other
than political parties, not exceeding GBP 50,000
in total; and (C) to incur political expenditure,
not exceeding GBP 50,000 in total; in any event,
the aggregate amount of political donations
and political expenditure made or incurred
by the Company and its subsidiaries pursuant
to this resolution shall not exceed GBP 150,000;
[Authority expires at the conclusion of the
next AGM of the Company and 22 OCT 2011]
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933387830
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1D ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For
1E ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1F ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE Mgmt 1 Year For
COMPENSATION
05 DISCLOSE PRIOR GOVERNMENT SERVICE Shr Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against
07 CUMULATIVE VOTING Shr For Against
08 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA Agenda Number: 702819573
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 21-Apr-2011
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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.
CMMT 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 forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
CMMT 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/2011/0304/201103041100553.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0330/201103301100972.pdf
O.1 Approval of the reports and annual financial Mgmt For For
statements for the financial year 2010
O.2 Approval of the reports and consolidated financial Mgmt For For
statements for the financial year 2010
O.3 Approval of the Statutory Auditors' special Mgmt For For
report on new regulated Agreements
and Undertakings concluded during the financial
year 2010
O.4 Allocation of income for the financial year Mgmt For For
2010, setting the dividend and the date
of payment
O.5 Renewal of Mr. Jean-Yves Charlier's term as Mgmt For For
Supervisory Board member
O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Mgmt For For
Board member
O.7 Renewal of Mr. Pierre Rodocanachi's term as Mgmt For For
Supervisory Board member
O.8 Appointment of the company KPMG SA as principal Mgmt For For
statutory auditor
O.9 Appointment of the company KPMG Audit Is SAS Mgmt For For
as deputy statutory auditor
O.10 Authorization to be granted to the Executive Mgmt For For
Board to allow the Company to purchase its
own shares
E.11 Authorization to be granted to the Executive Mgmt For For
Board to reduce the share capital by
cancellation of shares
E.12 Authorization to be granted to the Executive Mgmt For For
Board to grant options to subscribe
for shares of the Company
E.13 Authorization to be granted to the Executive Mgmt For For
Board to carry out the allocation
of performance shares existing or to be issued
E.14 Delegation granted to the Executive Board to Mgmt For For
increase capital by issuing ordinary shares
or any securities giving access to the capital
with preferential subscription rights
of shareholders
E.15 Delegation granted to the Executive Board to Mgmt For For
increase capital by issuing ordinary shares
or any securities giving access to the capital
without preferential subscription rights
of shareholders
E.16 Authorization to be granted to the Executive Mgmt For For
Board to increase the number of issuable securities
in the event of surplus demand with a capital
increase with or without preferential subscription
rights, within the limit of 15% of the original
issuance and within the limits set under the
fourteenth and fifteenth resolutions
E.17 Delegation granted to the Executive Board to Mgmt For For
increase the share capital, within the
limit of 10% of the capital and within the
limits set under the fourteenth and fifteenth
resolutions, in consideration for in-kind
contributions of equity securities
or securities giving access to the capital
of third party companies outside of a public
exchange offer
E.18 Delegation granted to the Executive Board to Mgmt For For
increase the share capital in favor of employees
and retired employees participating in the
Group Savings Plan
E.19 Delegation granted to the Executive Board to Mgmt For For
decide to increase the share capital in
favor of employees of Vivendi foreign subsidiaries
participating in the Group Savings Plan and
to implement any similar plan
E.20 Delegation granted to the Executive Board to Mgmt For For
increase the capital by incorporation
of premiums, reserves, profits or other amounts
E.21 Amendment of Article 10 of the Statutes "Organizing Mgmt For For
the Supervisory Board", by adding a new 6th
paragraph: Censors
E.22 Powers to accomplish the formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 702501708
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 27-Jul-2010
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Company's accounts and reports of Mgmt For For
the Directors and the Auditor for the YE 31
MAR 2010
2 Re-elect Sir John Bond as a Director Mgmt For For
3 Re-elect John Buchanan as a Director Mgmt For For
4 Re-elect Vittorio Colao as a Director Mgmt For For
5 Re-elect Michel Combes as a Director Mgmt For For
6 Re-elect Andy Halford as a Director Mgmt For For
7 Re-elect Stephen Pusey as a Director Mgmt For For
8 Re-elect Alan Jebson as a Director Mgmt For For
9 Re-elect Samuel Jonah as a Director Mgmt For For
10 Re-elect Nick Land as a Director Mgmt For For
11 Re-elect Anne Lauvergeon as a Director Mgmt For For
12 Re-elect Luc Vandevelde as a Director Mgmt For For
13 Re-elect Anthony Watson as a Director Mgmt For For
14 Re-elect Philip Yea as a Director Mgmt For For
15 Approve a final dividend of 5.65p per ordinary Mgmt For For
share
16 Approve the remuneration report Mgmt For For
17 Re-appoint Deloitte LLP as the Auditors Mgmt For For
18 Authorize the Audit Committee to determine the Mgmt For For
remuneration of the Auditors
19 Authorize the Directors to allot shares Mgmt For For
S.20 Authorize the Directors to dis-apply pre-emption Mgmt For For
rights
S.21 Authorize the Company to purchase its own shares Mgmt For For
[Section 701, (Companies Act 2006]
S.22 Adopt new Articles of Association Mgmt For For
S.23 Authorize the calling of a general meeting other Mgmt For For
than an AGM on not less than 14 clear days'
notice
24 Approve the continued operation of the Vodafone Mgmt For For
Share Incentive Plan
--------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP, SYDNEY NSW Agenda Number: 702705837
--------------------------------------------------------------------------------------------------------------------------
Security: Q97417101
Meeting Type: AGM
Meeting Date: 15-Dec-2010
Ticker:
ISIN: AU000000WBC1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY
THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT
TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSAL (4), YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S
AND YOU COMPLY WITH THE VOTING EXCLUSION.
2 Adoption of Remuneration Report for the year Mgmt For For
ended 30 September 2010 (non- binding resolution)
3.A Re-election of Elizabeth Blomfield Bryan Mgmt For For
3.B Re-election of Peter John Oswin Hawkins Mgmt For For
3.C Re-election of Carolyn Judith Hewson Mgmt For For
4 Grant of equity to Chief Executive Officer Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WINDSTREAM CORPORATION Agenda Number: 933389389
--------------------------------------------------------------------------------------------------------------------------
Security: 97381W104
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: WIN
ISIN: US97381W1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CAROL B. ARMITAGE Mgmt For For
1B ELECTION OF DIRECTOR: SAMUEL E. BEALL, III Mgmt For For
1C ELECTION OF DIRECTOR: DENNIS E. FOSTER Mgmt For For
1D ELECTION OF DIRECTOR: FRANCIS X. FRANTZ Mgmt For For
1E ELECTION OF DIRECTOR: JEFFERY R. GARDNER Mgmt For For
1F ELECTION OF DIRECTOR: JEFFREY T. HINSON Mgmt For For
1G ELECTION OF DIRECTOR: JUDY K. JONES Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM A. MONTGOMERY Mgmt For For
1I ELECTION OF DIRECTOR: ALAN L. WELLS Mgmt For For
02 TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION Mgmt For For
ON EXECUTIVE COMPENSATION
03 TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION Mgmt 1 Year For
ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE
COMPENSATION
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS WINDSTREAM'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANT FOR 2011
05 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shr For Against
06 STOCKHOLDER PROPOSAL - TRANSPARENCY AND ACCOUNTABILITY Shr For Against
IN CORPORATE SPENDING ON POLITICAL ACTIVITIES
* 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) John Hancock Tax-Advantaged Global Shareholder Yield Fund
By (Signature) /s/ Keith F. Hartstein
Name Keith F. Hartstein
Title President
Date 08/25/2011