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: 07/01/2013 - 06/30/2014
JHF TAX-ADV GLOB SHRHLDR YLD
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ABBVIE INC. Agenda Number: 933942725
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Security: 00287Y109
Meeting Type: Annual
Meeting Date: 09-May-2014
Ticker: ABBV
ISIN: US00287Y1091
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ROBERT J. ALPERN Mgmt For For
EDWARD M. LIDDY Mgmt For For
FREDERICK H. WADDELL Mgmt For For
2. RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
ABBVIE'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
3. SAY ON PAY - AN ADVISORY VOTE ON THE Mgmt For For
APPROVAL OF EXECUTIVE COMPENSATION.
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ALLIANZ SE, MUENCHEN Agenda Number: 705077623
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Security: D03080112
Meeting Type: AGM
Meeting Date: 07-May-2014
Ticker:
ISIN: DE0008404005
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2013, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require share blocking. Registered
shares will be deregistered according to
trading activities or at the deregistration
date by the sub custodians. In order to
deliver/settle a voted position before the
deregistration date a voting instruction
cancellation and de-registration request
needs to be sent. Please contact your CSR
for further information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
22.04.2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved Annual Non-Voting
Financial Statements and the approved
Consolidated Financial Statements as of
December 31, 2013, and of the Management
Reports for Allianz SE and for the Group,
the Explanatory Reports on the information
pursuant to section 289 (4), 315 (4) and
section 289 (5) of the German Commercial
Code (HGB), as well as the Report of the
Supervisory Board for fiscal year 2013
2. Appropriation of net earnings Mgmt For For
3. Approval of the actions of the members of Mgmt For For
the Management Board
4. Approval of the actions of the members of Mgmt For For
the Supervisory Board
5. By- Election to the Supervisory Board: Jim Mgmt For For
Hagemann Snabe
6. Creation of an Authorized Capital 2014/I, Mgmt For For
cancellation of the Authorized Capital
2010/I and corresponding amendment to the
Statutes
7. Creation of an Authorized Capital 2014/II Mgmt For For
for the issuance of shares to employees,
cancellation of the Authorized Capital
2010/II and corresponding amendment to the
Statutes
8. Approval of a new authorization to issue Mgmt For For
bonds carrying conversion and/or option
rights as well as convertible participation
rights, cancellation of the current
authorization to issue bonds carrying
conversion and/or option rights, unless
fully utilized, amendment of the existing
Conditional Capital 2010 and corresponding
amendment of the Statutes
9. Authorization to acquire treasury shares Mgmt For For
for trading purposes
10. Authorization to acquire and utilize Mgmt For For
treasury shares for other purposes
11. Authorization to use derivatives in Mgmt For For
connection with the acquisition of treasury
shares pursuant to Section 71 (1) no. 8
AktG
12. Approval to amend existing company Mgmt For For
agreements
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ALTRIA GROUP, INC. Agenda Number: 933956801
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Security: 02209S103
Meeting Type: Annual
Meeting Date: 14-May-2014
Ticker: MO
ISIN: US02209S1033
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GERALD L. BALILES Mgmt For For
1B. ELECTION OF DIRECTOR: MARTIN J. BARRINGTON 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: DEBRA J. KELLY-ENNIS Mgmt For For
1H. ELECTION OF DIRECTOR: W. LEO KIELY III Mgmt For For
1I. ELECTION OF DIRECTOR: KATHRYN B. MCQUADE Mgmt For For
1J. ELECTION OF DIRECTOR: GEORGE MUNOZ Mgmt For For
1K. ELECTION OF DIRECTOR: NABIL Y. SAKKAB Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS
4. SHAREHOLDER PROPOSAL - PREPARATION OF Shr Against For
HEALTH EFFECT AND CESSATION MATERIALS FOR
POOR AND LESS FORMALLY EDUCATED TOBACCO
CONSUMERS
5. SHAREHOLDER PROPOSAL - DISCLOSURE OF Shr Against For
LOBBYING POLICIES AND PRACTICES
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AMEREN CORPORATION Agenda Number: 933933485
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Security: 023608102
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: AEE
ISIN: US0236081024
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
WARNER L. BAXTER Mgmt For For
CATHERINE S. BRUNE Mgmt For For
ELLEN M. FITZSIMMONS Mgmt For For
WALTER J. GALVIN Mgmt For For
RICHARD J. HARSHMAN Mgmt For For
GAYLE P.W. JACKSON Mgmt For For
JAMES C. JOHNSON Mgmt For For
STEVEN H. LIPSTEIN Mgmt For For
PATRICK T. STOKES Mgmt For For
THOMAS R. VOSS Mgmt For For
STEPHEN R. WILSON Mgmt For For
JACK D. WOODARD Mgmt For For
2 NON-BINDING ADVISORY APPROVAL OF Mgmt For For
COMPENSATION OF THE EXECUTIVES DISCLOSED IN
THE PROXY STATEMENT.
3 APPROVAL OF THE 2014 OMNIBUS INCENTIVE Mgmt For For
COMPENSATION PLAN.
4 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014.
5 SHAREHOLDER PROPOSAL REGARDING HAVING AN Shr Against For
INDEPENDENT BOARD CHAIRMAN.
6 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shr For Against
LOBBYING.
7 SHAREHOLDER PROPOSAL REGARDING A REPORT ON Shr Against For
GREENHOUSE GAS EMISSIONS.
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ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 705080947
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Security: B6399C107
Meeting Type: MIX
Meeting Date: 30-Apr-2014
Ticker:
ISIN: BE0003793107
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
A.1 Deciding that all outstanding subscription Mgmt For For
rights granted to Directors (including
former Directors) of the Company and
certain executives (including former
executives) will be automatically converted
into stock options, so that, upon exercise,
existing shares instead of new shares will
be delivered, with effect on 1 May 2014;
accordingly, acknowledging that all
subscription rights outstanding on 1 May
2014 will become without object, with
effect on the same date; confirming that
the terms and conditions of such
replacement stock options will be identical
to those of such subscription rights,
including regarding the exercise price and
the exercise conditions and periods, except
to the extent strictly needed to take into
account that existing shares instead of new
shares will be delivered; deciding that
such replacement CONTD
CONT CONTD stock options will continue to grant Non-Voting
their holders a right of early exercise in
the event contemplated by Article 501,
second indent, of the Companies Code (i.e.,
in relation to certain capital increases),
in the same manner as the subscription
rights did
A.2.a Special report by the Board of Directors on Non-Voting
the authorised capital, drawn up in
accordance with Article 604 of the
Companies Code
A.2.b Cancelling the unused portion of the Mgmt For For
existing authorised capital, granting a
renewed authorisation to the Board of
Directors to increase the capital in
accordance with Article 6 of the articles
of association, in one or more
transactions, by the issuance of a number
of shares, or financial instruments giving
right to a number of shares, which will
represent not more than 3% of the shares
issued as at 30 April 2014, and modifying
Article 6 of the articles of association
accordingly. Such authorisation is granted
for a period of five years as from the date
of publication of this modification to the
articles of association in the Belgian
State Gazette (Moniteur Belge /Belgisch
Staatsblad)
B.1.a Renewing, for a period of five years as Mgmt Against Against
from 30 April 2014, the authorisation to
the Board of Directors to purchase the
Company's own shares up to maximum 20 per
cent of the issued shares for a unitary
price which will not be lower than one euro
(EUR 1,-) and not higher than 20 % above
the highest closing price in the last
twenty trading days of the shares on
Euronext Brussels preceding the
acquisition. The previous authorization
expired on 28 April 2014
B.1.b Replacing Article 10 of the articles of Mgmt Against Against
association by the following text: "Article
10.-ACQUISITION AND DISPOSAL OF OWN SHARES
The company may, without any prior
authorisation of the Shareholders' Meeting,
in accordance with article 620 of the
Companies Code and under the conditions
provided for by law, acquire, on or outside
the stock exchange, its own shares up to a
maximum of 20% of the issued shares of the
company for a unitary price which will not
be lower than one euro (EUR 1,-) and not
higher than 20 % above the highest closing
price on Euronext Brussels in the last
twenty trading days preceding the
acquisition. The company may, without any
prior authorisation of the Shareholders'
Meeting, in accordance with article 622,
section 2, 1 of the Companies Code,
dispose, on or outside the stock exchange,
of the shares CONTD
CONT CONTD of the company which were acquired by Non-Voting
the company under the conditions determined
by the Board of Directors. The
authorisations set forth in the preceding
paragraphs also extend to acquisitions and
disposals of shares of the company by
direct subsidiaries of the company made in
accordance with article 627 of the
Companies Code. The authorisations set
forth in this article were granted for a
period of five (5) years as from the
extraordinary shareholders' meeting of
thirty April two thousand and fourteen
C.1 Management report by the Board of Directors Non-Voting
on the accounting year ended on 31 December
2013
C.2 Report by the statutory auditor on the Non-Voting
accounting year ended on 31 December 2013
C.3 Communication of the consolidated annual Non-Voting
accounts relating to the accounting year
ended on 31 December 2013, as well as the
management report by the Board of Directors
and the report by the statutory auditor on
the consolidated annual accounts
C.4 Approving the statutory annual accounts Mgmt For For
relating to the accounting year ended on 31
December 2013, including the following
allocation of the result: (as specified) On
a per share basis, this represents a gross
dividend for 2013 of EUR 2.05 giving right
to a dividend net of Belgian withholding
tax of EUR 1.5375 per share (in case of 25%
Belgian withholding tax) and of EUR 2.05
per share (in case of exemption from
Belgian withholding tax). Taking into
account the gross interim dividend of EUR
0.60 per share paid in November 2013, a
balance gross amount of EUR 1.45 will be
payable as from 8 May 2014, i.e. a balance
dividend net of Belgian withholding tax of
EUR 1.0875 per share (in case of 25%
Belgian withholding tax) and of EUR 1.45
per share (in case of exemption from
Belgian withholding tax). The actual gross
CONTD
CONT CONTD dividend amount (and, subsequently, Non-Voting
the balance amount) may fluctuate depending
on possible changes in the number of own
shares held by the Company on the dividend
payment date
C.5 Granting discharge to the Directors for the Mgmt For For
performance of their duties during the
accounting year ended on 31 December 2013
C.6 Granting discharge to the statutory auditor Mgmt For For
for the performance of his duties during
the accounting year ended on 31 December
2013
C.7.a Renewing the appointment as independent Mgmt Against Against
director of Mr. Kees Storm, for a period of
one year ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2014. The Company's
Corporate Governance Charter provides that
the term of office of directors shall end
immediately after the annual shareholders'
meeting following their 70th birthday,
except as provided by the Board of
Directors in special cases. The Board
considers that an exception to such age
limit is justified for Mr. Storm
considering the key role that he has played
and continues to play as independent
director. Mr. Storm complies with the
functional, family and financial criteria
of independence as provided for in Article
526ter of the Companies Code and in the
Company's Corporate Governance Charter,
except for the requirement CONTD
CONT CONTD not to have been a non-executive Non-Voting
director of the company for more than three
successive terms (Article 526ter, par. 1,
2). Except when legally required to apply
the definition of Article 526ter, par. 1,
2, the Board proposes to consider that Mr.
Storm continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the
contribution of Mr. Storm to the
functioning of the Board has not been
influenced by the length of his tenure. Mr.
Storm has acquired a superior understanding
of the Company's business, its underlying
strategy and specific culture, in
particular in his capacity of chairman of
the Board, and in light of his particular
experience, reputation and background it is
in the Company's best interests to renew
him as an independent director for an
additional term CONTD
CONT CONTD of one year. Moreover, Mr. Storm Non-Voting
expressly stated and the Board is of the
opinion that he does not have any
relationship with any company which could
compromise his independence
C.7.b Renewing the appointment as independent Mgmt For For
director of Mr. Mark Winkelman, for a
period of 1 year ending after the
shareholders' meeting which will be asked
to approve the accounts for the year 2014.
Mr. Winkelman complies with the functional,
family and financial criteria of
independence as provided for in Article
526ter of the Companies Code and in the
Company's Corporate Governance Charter,
except for the requirement not to have been
a non-executive director of the company for
more than three successive terms (Article
526ter, par. 1, 2). Except when legally
required to apply the definition of Article
526ter, par. 1, 2, the Board proposes to
consider that Mr. Winkelman continues to
qualify as independent director. The Board
is of the opinion that the quality and
independence of the contribution of Mr.
Winkelman to the CONTD
CONT CONTD functioning of the Board has not been Non-Voting
influenced by the length of his tenure. Mr.
Winkelman has acquired a superior
understanding of the Company's business,
its underlying strategy and specific
culture, and in light of his particular
experience, reputation and background it is
in the Company's best interests to renew
him as an independent director for an
additional term of one year. Moreover, Mr.
Winkelman expressly stated and the Board is
of the opinion that he does not have any
relationship with any company which could
compromise his independence
C.7.c Renewing the appointment as director of Mr. Mgmt Against Against
Alexandre Van Damme, for a period of four
years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2017
C.7.d Renewing the appointment as director of Mr. Mgmt Against Against
Gregoire de Spoelberch, for a period of
four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2017
C.7.e Renewing the appointment as director of Mr. Mgmt Against Against
Carlos Alberto da Veiga Sicupira, for a
period of four years ending after the
shareholders' meeting which will be asked
to approve the accounts for the year 2017
C.7.f Renewing the appointment as director of Mr. Mgmt Against Against
Marcel Herrmann Telles, for a period of
four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2017
C.7.g Acknowledging the end of mandate as Mgmt Against Against
director of Mr. Jorge Paulo Lemann and
appointing as director Mr. Paulo Lemann as
his successor, for a period of four years
ending after the shareholders meeting which
will be asked to approve the accounts for
the year 2017. Mr. Paulo Lemann, a
Brazilian citizen, graduated from Faculdade
Candido Mendes in Rio de Janeiro, Brazil
with a B.A. in Economics. Mr. Lemann
interned at PriceWaterhouse in 1989 and was
employed as an Analyst at Andersen
Consulting from 1990 to 1991. From 1992 to
1995, he performed equity analysis while at
Banco Marka (Rio de Janeiro). Mr. Lemann
performed equity analysis for Dynamo Asset
Management (Rio de Janeiro) from 1995 to
1996. From 1997 to 2004, he started the
hedge fund investment effort at Tinicum
Inc., a New York based investment office
that advised the CONTD
CONT CONTD Synergy Fund of Funds where he served Non-Voting
as Portfolio Manager. In May 2005, Mr.
Lemann founded Pollux Capital and is
currently the Portfolio Manager. Mr. Lemann
is a board member of Lojas Americanas, the
Lemann Foundation and Ambev
C.7.h Acknowledging the end of mandate as Mgmt Against Against
director of Mr. Roberto Moses Thompson
Motta and appointing as director Mr.
Alexandre Behring as his successor, for a
period of four years ending after the
shareholders meeting which will be asked to
approve the accounts for the year 2017. Mr.
Behring, a Brazilian citizen, received a BS
in Electric Engineering from Pontificia
Universidade Catolica in Rio de Janeiro and
an MBA from Harvard Graduate School of
Business, having graduated as a Baker
Scholar and a Loeb Scholar. He is a
co-founder and the Managing Partner of 3G
Capital, a global investment firm with
offices in New York and Rio de Janeiro,
since 2004. Mr. Behring serves on Burger
King's Board as Chairman since October
2010, following Burger King's acquisition
by 3G Capital, and has become Chairman of
H.J. Heinz, following the CONTD
CONT CONTD closing of such company's acquisition Non-Voting
by Berkshire Hathaway and 3G Capital in
June 2013. Additionally, Mr. Behring served
as a Director, and member of the
Compensation and Operations Committees of
the Board of CSX Corporation, a leading
U.S. rail-based transportation company,
from 2008 to 2011. Previously, Mr. Behring
spent approximately 10 years at GP
Investments, one of Latin America's premier
private-equity firms, including eight years
as a partner and member of the firm's
Investment Committee. He served for seven
years, from 1998 through 2004, as a
Director and CEO of Latin America's largest
railroad, ALL (America Latina Logistica).
Mr. Behring was a co-founder and partner in
Modus OSI Technologies, a technology firm
with offices in Florida and Sao Paulo, from
1989 to 1993
C.7.i Appointing as independent director Mr. Elio Mgmt For For
Leoni Sceti, for a period of four years
ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2017. Mr Leoni Sceti is an
Italian citizen, living in the UK. He
graduated Magma Cum Laude in Economics from
LUISS in Rome, where he passed the Dottore
Commercialista post graduate bar exam. Mr.
Sceti is currently CEO of Iglo Group, a
European food business whose brands are
Birds Eye, Findus (in Italy) and Iglo. He
has over 20 years' experience in the FMCG
and media sectors. He served as CEO of EMI
Music from 2008 to 2010. Prior to EMI, Mr.
Sceti had an international career in
marketing and held senior leadership roles
at Procter & Gamble and Reckitt Benckiser.
Mr. Sceti is also a private investor in
technology start-ups, and is currently
CONTD
CONT CONTD Chairman of Zeebox Ltd, Chairman of Non-Voting
LSG holdings, and a Counsellor at One Young
World. Mr. Elio Leoni Sceti complies with
the functional, family and financial
criteria of independence as provided for in
Article 526ter of the Companies Code and in
the Company's Corporate Governance Charter.
Moreover, Mr. Elio Leoni Sceti expressly
stated and the Board is of the opinion that
he does not have any relationship with any
company which could compromise his
independence
C.7.j Appointing as director Mrs. Maria Asuncion Mgmt Against Against
Aramburuzabala Larregui, for a period of
four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2017. Mrs.
Aramburuzabala was proposed for appointment
as director in accordance with the terms of
the combination of ABI with Grupo Modelo.
Mrs. Aramburuzabala is a citizen of Mexico
and holds a degree in Accounting from ITAM
(Instituto Tecnologico Autonomo de Mexico).
She has served as CEO of Tresalia Capital
since 1996. She is also on the Boards of
KIO Networks, Abilia, Red Universalia,
Grupo Modelo, Grupo Financiero Banamex,
Banco Nacional de Mexico, non-executive
Director of Fresnillo plc, Medica Sur,
Latin America Conservation Council, Calidad
de Vida, Progreso y Desarrollo para la
Ciudad de Mexico and an Advisory Board
member CONTD
CONT CONTD of the Instituto Tecnologico Autonomo Non-Voting
de Mexico, School of Business
C.7.k Appointing as director Mr. Valentin Diez Mgmt Against Against
Morodo, for a period of four years ending
after the shareholders' meeting which will
be asked to approve the accounts for the
year 2017. Mr. Diez was proposed for
appointment as director in accordance with
the terms of the combination of ABI with
Grupo Modelo. Born in 1940, Mr. Valentin
Diez has exceeded the age limit of 70 years
for directors as set forth in the Company's
Corporate Governance Charter. The Board
considers however that an exception to this
age limit is justified for Mr. Diez
considering the key role that he has played
and continues to play within Grupo Modelo
as well as his exceptional business
experience and reputation, amongst others
in the beer sector and industry at large.
Mr. Diez is a citizen of Mexico and holds a
degree in Business Administration from the
CONTD
CONT CONTD Universidad Iberoamericana and Non-Voting
participated in postgraduate courses at the
University of Michigan. He is currently
President of Grupo Nevadi International,
Chairman of the Consejo Empresarial
Mexicano de Comercio Exterior, Inversion y
Tecnologia, AC (COMCE) and Chairman of that
organization's Mexico-Spain Bilateral
Committee. He is a member of the Board of
Directors of Grupo Modelo, Vice President
of Kimberly Clark de Mexico and Grupo
Aeromexico. He is member of the Board of
Grupo Financiero Banamex, Acciones y
Valores Banamex, Grupo Dine, Mexichem, OHL
Mexico, Zara Mexico, Telefonica Moviles
Mexico, Banco Nacional de Comercio
Exterior, S.N.C. (Bancomext), ProMexico and
the Instituto de Empresa, Madrid. He is
member of the Consejo Mexicano de Hombres
de Negocios and Chairman of the Instituto
Mexicano para la CONTD
CONT CONTD Competitividad, IMCO. He is Chairman Non-Voting
of the Assembly of Associates of the
Universidad Iberoamericana, and Founder and
Chairman of the Diez Morodo Foundation,
which encourages social, sporting,
educational and philanthropic causes. Mr.
Diez is also a member of the Board of the
Museo Nacional de las Artes, MUNAL in
Mexico and member of the International
Trustees of the Museo del Prado in Madrid,
Spain
C.8.a Approving the remuneration report for the Mgmt Against Against
financial year 2013 as set out in the 2013
annual report, including the executive
remuneration policy. The 2013 annual report
and remuneration report containing the
executive remuneration policy can be
reviewed as indicated at the end of this
notice
C.8.b Deciding to grant and, pursuant to Article Mgmt Against Against
554, indent 7, of the Companies Code, to
expressly approve the grant of 15,000 stock
options to each of the current Directors of
the Company, being all non-executive
Directors, for the performance of their
mandate during the financial year 2013.
However, the number of stock options
amounts to 20,000 for the Chairman of the
Audit Committee and to 30,000 for the
Chairman of the Board of Directors. The
main features of these stock options can be
summarised as follows: each stock option
confers the right to purchase one existing
ordinary share of the Company, with the
same rights (including dividend rights) as
the other existing shares. Each stock
option is granted for no consideration. Its
exercise price equals the closing price of
the Company share on Euronext Brussels on
29 April CONTD
CONT CONTD 2014. All stock options have a term Non-Voting
of ten years as from their granting and
become exercisable five years after their
granting. At the end of the ten year term,
the stock options that have not been
exercised will automatically become null
and void
D.1 Granting powers to Mr. Benoit Loore, VP Mgmt For For
Corporate Governance, with power to
substitute and without prejudice to other
delegations of powers to the extent
applicable, for (i) the implementation of
resolution A.1 regarding the change in
relation to outstanding subscription
rights, (ii) the restatements of the
articles of association as a result of all
changes referred to above, the signing of
the restated articles of association and
their filings with the clerk's office of
the Commercial Court of Brussels, and (iii)
any other filings and publication
formalities in relation to the above
resolutions
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933915564
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 28-Feb-2014
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM CAMPBELL Mgmt For For
TIMOTHY COOK Mgmt For For
MILLARD DREXLER Mgmt For For
AL GORE Mgmt For For
ROBERT IGER Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR LEVINSON Mgmt For For
RONALD SUGAR Mgmt For For
2. THE AMENDMENT OF THE COMPANY'S RESTATED Mgmt For For
ARTICLES OF INCORPORATION (THE "ARTICLES")
TO FACILITATE THE IMPLEMENTATION OF
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS IN AN UNCONTESTED ELECTION BY
ELIMINATING ARTICLE VII, WHICH RELATES TO
THE TERM OF DIRECTORS AND THE TRANSITION
FROM A CLASSIFIED BOARD OF DIRECTORS TO A
DECLASSIFIED STRUCTURE
3. THE AMENDMENT OF THE ARTICLES TO ELIMINATE Mgmt For For
THE "BLANK CHECK" AUTHORITY OF THE BOARD TO
ISSUE PREFERRED STOCK
4. THE AMENDMENT OF THE ARTICLES TO ESTABLISH Mgmt For For
A PAR VALUE FOR THE COMPANY'S COMMON STOCK
OF $0.00001 PER SHARE
5. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
6. A NON-BINDING ADVISORY RESOLUTION TO Mgmt For For
APPROVE EXECUTIVE COMPENSATION
7. THE APPROVAL OF THE APPLE INC. 2014 Mgmt For For
EMPLOYEE STOCK PLAN
8. A SHAREHOLDER PROPOSAL BY JOHN HARRINGTON Shr Against For
AND NORTHSTAR ASSET MANAGEMENT INC.
ENTITLED "BOARD COMMITTEE ON HUMAN RIGHTS"
TO AMEND THE COMPANY'S BYLAWS
9. A SHAREHOLDER PROPOSAL BY THE NATIONAL Shr Against For
CENTER FOR PUBLIC POLICY RESEARCH OF A
NON-BINDING ADVISORY RESOLUTION ENTITLED
"REPORT ON COMPANY MEMBERSHIP AND
INVOLVEMENT WITH CERTAIN TRADE ASSOCIATIONS
AND BUSINESS ORGANIZATIONS"
10. A SHAREHOLDER PROPOSAL BY CARL ICAHN OF A Shr Against For
NON-BINDING ADVISORY RESOLUTION THAT THE
COMPANY COMMIT TO COMPLETING NOT LESS THAN
$50 BILLION OF SHARE REPURCHASES DURING ITS
2014 FISCAL YEAR (AND INCREASE THE
AUTHORIZATION UNDER ITS CAPITAL RETURN
PROGRAM ACCORDINGLY)
11. A SHAREHOLDER PROPOSAL BY JAMES MCRITCHIE Shr Against For
OF A NON-BINDING ADVISORY RESOLUTION
ENTITLED "PROXY ACCESS FOR SHAREHOLDERS"
--------------------------------------------------------------------------------------------------------------------------
ARTHUR J. GALLAGHER & CO. Agenda Number: 933955950
--------------------------------------------------------------------------------------------------------------------------
Security: 363576109
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: AJG
ISIN: US3635761097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT Mgmt For For
1B. ELECTION OF DIRECTOR: WILLIAM L. BAX Mgmt For For
1C. ELECTION OF DIRECTOR: FRANK E. ENGLISH, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: J. PATRICK GALLAGHER, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: ELBERT O. HAND 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
2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT AUDITOR
3. APPROVAL OF ARTHUR J. GALLAGHER & CO. 2014 Mgmt For For
LONG-TERM INCENTIVE PLAN
4. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda Number: 933945264
--------------------------------------------------------------------------------------------------------------------------
Security: 046353108
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: AZN
ISIN: US0463531089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For
REPORTS OF THE DIRECTORS AND AUDITOR FOR
THE YEAR ENDED 31 DECEMBER 2013
2. TO CONFIRM DIVIDENDS Mgmt For For
3. TO APPOINT KPMG LLP, LONDON AS AUDITOR Mgmt For For
4. TO AUTHORISE THE DIRECTORS TO AGREE TO THE Mgmt For For
REMUNERATION OF THE AUDITOR
5A. ELECTION OF DIRECTOR: LEIF JOHANSSON Mgmt For For
5B. ELECTION OF DIRECTOR: PASCAL SORIOT Mgmt For For
5C. ELECTION OF DIRECTOR: MARC DUNOYER Mgmt For For
5D. ELECTION OF DIRECTOR: GENEVIEVE BERGER Mgmt For For
5E. ELECTION OF DIRECTOR: BRUCE BURLINGTON Mgmt For For
5F. ELECTION OF DIRECTOR: ANN CAIRNS Mgmt For For
5G. ELECTION OF DIRECTOR: GRAHAM CHIPCHASE Mgmt For For
5H. ELECTION OF DIRECTOR: JEAN-PHILIPPE Mgmt Against Against
COURTOIS
5I. ELECTION OF DIRECTOR: RUDY MARKHAM Mgmt For For
5J. ELECTION OF DIRECTOR: NANCY ROTHWELL Mgmt For For
5K. ELECTION OF DIRECTOR: SHRITI VADERA Mgmt For For
5L. ELECTION OF DIRECTOR: JOHN VARLEY Mgmt For For
5M. ELECTION OF DIRECTOR: MARCUS WALLENBERG Mgmt For For
6. TO APPROVE THE ANNUAL REPORT ON Mgmt Against Against
REMUNERATION FOR THE YEAR ENDED 31 DECEMBER
2013
7. TO APPROVE THE DIRECTORS' REMUNERATION Mgmt Abstain Against
POLICY
8. TO AUTHORISE LIMITED EU POLITICAL DONATIONS Mgmt For For
9. TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
10. TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS
11. TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
OWN SHARES
12. TO REDUCE THE NOTICE PERIOD FOR GENERAL Mgmt For For
MEETINGS
13. TO APPROVE THE ASTRAZENECA 2014 PERFORMANCE Mgmt For For
SHARE PLAN
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933930807
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 25-Apr-2014
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: REUBEN V. ANDERSON Mgmt For For
1C. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1D. ELECTION OF DIRECTOR: SCOTT T. FORD Mgmt For For
1E. ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1F. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1G. ELECTION OF DIRECTOR: MICHAEL B. Mgmt For For
MCCALLISTER
1H. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1I. ELECTION OF DIRECTOR: BETH E. MOONEY 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: CYNTHIA B. TAYLOR Mgmt For For
1M. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITORS.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVE SEVERANCE POLICY. Mgmt For For
5. POLITICAL REPORT. Shr For Against
6. LOBBYING REPORT. Shr For Against
7. WRITTEN CONSENT. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC. Agenda Number: 933881080
--------------------------------------------------------------------------------------------------------------------------
Security: 053015103
Meeting Type: Annual
Meeting Date: 12-Nov-2013
Ticker: ADP
ISIN: US0530151036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ELLEN R. ALEMANY Mgmt For For
GREGORY D. BRENNEMAN Mgmt For For
LESLIE A. BRUN Mgmt For For
RICHARD T. CLARK 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
CARLOS A. RODRIGUEZ Mgmt For For
GREGORY L. SUMME Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
3. APPOINTMENT OF DELOITTE & TOUCHE LLP. Mgmt For For
4. RE-APPROVAL OF PERFORMANCE-BASED PROVISIONS Mgmt For For
OF THE AUTOMATIC DATA PROCESSING, INC. 2008
OMNIBUS AWARD PLAN.
--------------------------------------------------------------------------------------------------------------------------
BAE SYSTEMS PLC, LONDON Agenda Number: 705080391
--------------------------------------------------------------------------------------------------------------------------
Security: G06940103
Meeting Type: AGM
Meeting Date: 07-May-2014
Ticker:
ISIN: GB0002634946
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Remuneration Policy Mgmt For For
3 Remuneration Report Mgmt For For
4 Final Dividend Mgmt For For
5 Re-elect Paul Anderson Mgmt For For
6 Re-elect Harriet Green Mgmt For For
7 Re-elect Ian King Mgmt For For
8 Re-elect Peter Lynas Mgmt For For
9 Re-elect Paula Rosput Reynolds Mgmt For For
10 Re-elect Nicholas Rose Mgmt For For
11 Re-elect Carl Symon Mgmt For For
12 Elect Sir Roger Carr Mgmt For For
13 Elect Jerry DeMuro Mgmt For For
14 Elect Christopher Grigg Mgmt For For
15 Elect Ian Tyler Mgmt For For
16 Appoint KPMG LLP as Auditors Mgmt For For
17 Remuneration of auditors Mgmt For For
18 Political donations up to specified limits Mgmt For For
19 Long-term Incentive Plan 2014 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, LUDWIGSHAFEN/RHEIN Agenda Number: 705064145
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 02-May-2014
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2013, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require share blocking. Registered
shares will be deregistered according to
trading activities or at the deregistration
date by the sub custodians. In order to
deliver/settle a voted position before the
deregistration date a voting instruction
cancellation and de-registration request
needs to be sent. Please contact your CSR
for further information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
17.04.2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved Financial Non-Voting
Statements of BASF SE and the approved
Consolidated Financial Statements of the
BASF Group for the financial year 2013;
presentation of the Management's Analyses
of BASF SE and the BASF Group for the
financial year 2013 including the
explanatory reports on the data according
to Section 289 (4) and Section 315 (4) of
the German Commercial Code; presentation of
the Report of the Supervisory Board
2. Adoption of a resolution on the Mgmt For For
appropriation of profit
3. Adoption of a resolution giving formal Mgmt For For
approval to the actions of the members of
the Supervisory Board
4. Adoption of a resolution giving formal Mgmt For For
approval to the actions of the members of
the Board of Executive Directors
5. Election of the auditor for the financial Mgmt For For
year 2014: KPMG AG
6.1 Election of Supervisory Board members: Dame Mgmt For For
Alison J. Carnwath
6.2 Election of Supervisory Board members: Mgmt For For
Prof. Dr. Francois Diederich
6.3 Election of Supervisory Board members: Mgmt Against Against
Michael Diekmann
6.4 Election of Supervisory Board members: Mgmt For For
Franz Fehrenbach
6.5 Election of Supervisory Board members: Dr. Mgmt For For
Juergen Hambrecht
6.6 Election of Supervisory Board members: Anke Mgmt For For
Schaeferkordt
7. Resolution on the creation of new Mgmt For For
authorized capital and amendment of the
Statutes
8.1 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit transfer agreement that
was concluded between BASF SE and BASF
Plant Science Company GmbH on December 13,
2013, will be approved
8.2 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit transfer agreement that
was concluded between BASF SE and BASF
Pigment GmbH on December 13, 2013, will be
approved
8.3 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit and loss transfer
agreement that was concluded between BASF
SE and BASF Immobilien-Gesellschaft mbH on
December 13, 2013, will be approved
8.4 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit and loss transfer
agreement that was concluded between BASF
SE and BASF Handels- und Exportgesellschaft
mbH on December 13, 2013, will be approved
8.5 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit and loss transfer
agreement that was concluded between BASF
SE and LUWOGE GmbH on December 6, 2013,
will be approved
8.6 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit and loss transfer
agreement that was concluded between BASF
SE and BASF Schwarzheide GmbH on November
28, 2013/December 13, 2013, will be
approved
8.7 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit transfer agreement that
was concluded between BASF SE and BASF
Coatings GmbH on October 24, 2013/ December
13, 2013, will be approved
8.8 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit transfer agreement that
was concluded between BASF SE and BASF
Polyurethanes GmbH on October 29, 2013/
December 13, 2013, will be approved
8.9 Resolution on the approval of the Mgmt For For
conclusion of nine amendment agreements on
existing control and profit transfer
agreements: The amendment agreement on the
control and profit transfer agreement that
was concluded between BASF SE and BASF New
Business GmbH on December 13, 2013, will be
approved
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LTD, MELBOURNE VIC Agenda Number: 704745756
--------------------------------------------------------------------------------------------------------------------------
Security: Q1498M100
Meeting Type: AGM
Meeting Date: 21-Nov-2013
Ticker:
ISIN: AU000000BHP4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 7, 8 AND 9 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
PROPOSALS (7, 8 AND 9), 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.
1 To receive the 2013 Financial Statements Mgmt For For
and Reports for BHP Billiton
2 To appoint KPMG LLP as the auditor of BHP Mgmt For For
Billiton Plc
3 To authorise the Risk and Audit Committee Mgmt For For
to agree the remuneration of the auditor of
BHP Billiton Plc
4 To renew the general authority to issue Mgmt For For
shares in BHP Billiton Plc
5 To approve the authority to issue shares in Mgmt For For
BHP Billiton Plc for cash
6 To approve the repurchase of shares in BHP Mgmt For For
Billiton Plc
7 To approve the 2013 Remuneration Report Mgmt For For
8 To adopt new Long Term Incentive Plan Rules Mgmt For For
9 To approve grants to Andrew Mackenzie Mgmt For For
10 To elect Andrew Mackenzie as a Director of Mgmt For For
BHP Billiton
11 To re-elect Malcolm Broomhead as a Director Mgmt For For
of BHP Billiton
12 To re-elect Sir John Buchanan as a Director Mgmt For For
of BHP Billiton
13 To re-elect Carlos Cordeiro as a Director Mgmt For For
of BHP Billiton
14 To re-elect David Crawford as a Director of Mgmt For For
BHP Billiton
15 To re-elect Pat Davies as a Director of BHP Mgmt For For
Billiton
16 To re-elect Carolyn Hewson as a Director of Mgmt For For
BHP Billiton
17 To re-elect Lindsay Maxsted as a Director Mgmt For For
of BHP Billiton
18 To re-elect Wayne Murdy as a Director of Mgmt For For
BHP Billiton
19 To re-elect Keith Rumble as a Director of Mgmt For For
BHP Billiton
20 To re-elect John Schubert as a Director of Mgmt For For
BHP Billiton
21 To re-elect Shriti Vadera as a Director of Mgmt For For
BHP Billiton
22 To re-elect Jac Nasser as a Director of BHP Mgmt For For
Billiton
23 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: To elect Ian Dunlop
as a Director of BHP Billiton
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC, LONDON Agenda Number: 705060503
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 30-Apr-2014
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Accept Financial Statements and Statutory Mgmt For For
Reports
2 Approve Remuneration Policy Mgmt For For
3 Approve Remuneration Report Mgmt For For
4 Approve Final Dividend Mgmt For For
5 Re-appoint PricewaterhouseCoopers LLP as Mgmt For For
Auditors
6 Authorise Board to Fix Remuneration of Mgmt For For
Auditors
7 Re-elect Richard Burrows as Director Mgmt For For
8 Re-elect Karen de Segundo as Director Mgmt For For
9 Re-elect Nicandro Durante as Director Mgmt For For
10 Re-elect Ann Godbehere as Director Mgmt For For
11 Re-elect Christine Morin-Postel as Director Mgmt For For
12 Re-elect Gerry Murphy as Director Mgmt For For
13 Re-elect Kieran Poynter as Director Mgmt For For
14 Re-elect Ben Stevens as Director Mgmt For For
15 Re-elect Richard Tubb as Director Mgmt For For
16 Elect Savio Kwan as Director Mgmt For For
17 Authorise Issue of Equity with Pre-emptive Mgmt For For
Rights
18 Authorise Issue of Equity without Mgmt For For
Pre-emptive Rights
19 Authorise Market Purchase of Ordinary Mgmt For For
Shares
20 Approve EU Political Donations and Mgmt For For
Expenditure
21 Authorise the Company to Call EGM with Two Mgmt For For
Weeks' Notice
--------------------------------------------------------------------------------------------------------------------------
CENTRICA PLC, WINDSOR BERKSHIRE Agenda Number: 705076342
--------------------------------------------------------------------------------------------------------------------------
Security: G2018Z143
Meeting Type: AGM
Meeting Date: 12-May-2014
Ticker:
ISIN: GB00B033F229
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Report and Accounts Mgmt For For
2 To approve the Remuneration Policy Mgmt For For
3 To approve the Directors Annual Mgmt For For
Remuneration Report
4 To declare a final dividend Mgmt For For
5 To re-appoint Rick Haythornthwaite Mgmt For For
6 To re-appoint Sam Laidlaw Mgmt For For
7 To re-appoint Margherita Della Valle Mgmt For For
8 To re-appoint Mary Francis Mgmt For For
9 To re-appoint Mark Hanafin Mgmt For For
10 To re-appoint Lesley Knox Mgmt For For
11 To re-appoint Mike Linn Mgmt For For
12 To re-appoint Nick Luff Mgmt For For
13 To re-appoint Ian Meakins Mgmt For For
14 To re-appoint Paul Rayner Mgmt For For
15 To re-appoint Chris Weston Mgmt For For
16 To re-appoint the Auditors Mgmt For For
17 To authorise the Directors to determine the Mgmt For For
Auditors remuneration
18 Authority for political donations and Mgmt For For
political expenditure in the European Union
19 Authority to allot shares Mgmt For For
20 Authority to disapply pre-emption rights Mgmt For For
21 Authority to purchase own shares Mgmt For For
22 Notice of general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CENTURYLINK, INC. Agenda Number: 933986068
--------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Annual
Meeting Date: 28-May-2014
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
W. BRUCE HANKS Mgmt For For
GREGORY J. MCCRAY Mgmt For For
C.G. MELVILLE, JR. Mgmt For For
FRED R. NICHOLS Mgmt For For
WILLIAM A. OWENS Mgmt For For
HARVEY P. PERRY Mgmt For For
GLEN F. POST, III Mgmt For For
MICHAEL J. ROBERTS Mgmt For For
LAURIE A. SIEGEL Mgmt For For
JOSEPH R. ZIMMEL Mgmt For For
2. RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT AUDITOR FOR 2014.
3. RATIFY A PROXY ACCESS BYLAW AMENDMENT. Mgmt For For
4. ADVISORY VOTE REGARDING OUR EXECUTIVE Mgmt For For
COMPENSATION.
5. SHAREHOLDER PROPOSAL REGARDING EQUITY Shr For Against
RETENTION.
--------------------------------------------------------------------------------------------------------------------------
CME GROUP INC. Agenda Number: 933975673
--------------------------------------------------------------------------------------------------------------------------
Security: 12572Q105
Meeting Type: Annual
Meeting Date: 21-May-2014
Ticker: CME
ISIN: US12572Q1058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: TERRENCE A. DUFFY Mgmt For For
1B. ELECTION OF DIRECTOR: PHUPINDER S. GILL Mgmt For For
1C. ELECTION OF DIRECTOR: TIMOTHY S. BITSBERGER Mgmt For For
1D. ELECTION OF DIRECTOR: CHARLES P. CAREY Mgmt For For
1E. ELECTION OF DIRECTOR: DENNIS H. CHOOKASZIAN Mgmt For For
1F. ELECTION OF DIRECTOR: MARTIN J. GEPSMAN Mgmt For For
1G. ELECTION OF DIRECTOR: LARRY G. GERDES Mgmt For For
1H. ELECTION OF DIRECTOR: DANIEL R. GLICKMAN Mgmt For For
1I. ELECTION OF DIRECTOR: J. DENNIS HASTERT Mgmt For For
1J. ELECTION OF DIRECTOR: LEO MELAMED Mgmt For For
1K. ELECTION OF DIRECTOR: WILLIAM P. MILLER II Mgmt For For
1L. ELECTION OF DIRECTOR: JAMES E. OLIFF Mgmt For For
1M. ELECTION OF DIRECTOR: EDEMIR PINTO Mgmt For For
1N. ELECTION OF DIRECTOR: ALEX J. POLLOCK Mgmt For For
1O. ELECTION OF DIRECTOR: JOHN F. SANDNER Mgmt For For
1P. ELECTION OF DIRECTOR: TERRY L. SAVAGE Mgmt For For
1Q. ELECTION OF DIRECTOR: WILLIAM R. SHEPARD Mgmt For For
1R. ELECTION OF DIRECTOR: DENNIS A. SUSKIND Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
3. ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For
NAMED EXECUTIVE OFFICERS.
4. APPROVAL OF AN AMENDMENT TO THE CME GROUP Mgmt For For
INC. DIRECTOR STOCK PLAN.
5. APPROVAL OF AN AMENDMENT TO THE CME GROUP Mgmt For For
INC. INCENTIVE PLAN FOR OUR NAMED EXECUTIVE
OFFICERS.
6. APPROVAL OF AN AMENDMENT TO THE CME GROUP Mgmt For For
INC. CERTIFICATE OF INCORPORATION TO MODIFY
THE DIRECTOR ELECTION RIGHTS OF CERTAIN
CLASS B SHAREHOLDERS RESULTING IN A
REDUCTION IN THE NUMBER OF "CLASS B
DIRECTORS" FROM SIX TO THREE.
--------------------------------------------------------------------------------------------------------------------------
COMMONWEALTH BANK OF AUSTRALIA, SYDNEY NSW Agenda Number: 704753842
--------------------------------------------------------------------------------------------------------------------------
Security: Q26915100
Meeting Type: AGM
Meeting Date: 08-Nov-2013
Ticker:
ISIN: AU000000CBA7
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 3, 4, 5.a AND 5.b AND VOTES CAST
BY ANY INDIVIDUAL OR RELATED PARTY WHO
BENEFIT FROM THE PASSING OF THE PROPOSALS
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 PROPOSALS. BY VOTING (FOR
OR AGAINST) ON PROPOSALS (3, 4, 5.a AND
5.b), YOU ACKNOWLEDGE THAT YOU HAVE NOT
OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSALS AND YOU COMPLY WITH THE VOTING
EXCLUSION.
2.a Re-election of Director, Sir John Anderson Mgmt For For
2.b Re-election of Director, Mr Brian Long Mgmt For For
2.c Re-election of Director, Ms Jane Hemstritch Mgmt For For
3 Remuneration Report Mgmt For For
4 Grant of Securities to Ian Mark Narev under Mgmt For For
the Group Leadership Reward Plan
5.a Approval of Selective Buy-Back Agreements - Mgmt For For
PERLS V
5.b Approval of Selective Capital Reduction - Mgmt For For
PERLS V
CMMT 30 OCT 13: PLEASE NOTE THAT ANY HOLDERS OF Non-Voting
PERLS V AND ITS ASSOCIATE ARE EXCLUDED TO
VOTE ON RESOLUTION 5A. THANK YOU.
CMMT 30 OCT 13: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF 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.
--------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC, CHERTSEY SURREY Agenda Number: 704900530
--------------------------------------------------------------------------------------------------------------------------
Security: G23296182
Meeting Type: AGM
Meeting Date: 06-Feb-2014
Ticker:
ISIN: GB0005331532
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the Directors' Annual Mgmt For For
Report and Accounts and the Auditor's
Report thereon for the financial year ended
30 September 2013
2 To receive and adopt the Remuneration Mgmt For For
Policy set out on pages 57 to 64 of the
Directors' Remuneration Report contained
within the Annual Report and Accounts for
the financial year ended 30 September 2013,
such Remuneration Policy to take effect
from the date on which this Resolution is
passed
3 To receive and adopt the Directors' Mgmt For For
Remuneration Report (other than the
Remuneration Policy referred to in
Resolution 2 above) contained within the
Annual Report and Accounts for the
financial year ended 30 September 2013
4 To declare a final dividend of 16 pence per Mgmt For For
ordinary share in respect of the financial
year ended 30 September 2013
5 To elect Paul Walsh as a Director of the Mgmt For For
Company
6 To re-elect Dominic Blakemore as a Director Mgmt For For
of the Company
7 To re-elect Richard Cousins as a Director Mgmt For For
of the Company
8 To re-elect Gary Green as a Director of the Mgmt For For
Company
9 To re-elect Andrew Martin as a Director of Mgmt For For
the Company
10 To re-elect John Bason as a Director of the Mgmt For For
Company
11 To re-elect Susan Murray as a Director of Mgmt For For
the Company
12 To re-elect Don Robert as a Director of the Mgmt For For
Company
13 To re-elect Sir Ian Robinson as a Director Mgmt For For
of the Company
14 To re-appoint Deloitte LLP as the Company's Mgmt For For
Auditor until the conclusion of the next
Annual General Meeting of the Company
15 To authorise the Directors to agree the Mgmt For For
Auditor's remuneration
16 To authorise the Company and any company Mgmt For For
which is, or becomes, a subsidiary of the
Company during the period to which this
Resolution relates to: 16.1 make donations
to political parties or independent
election candidates; 16.2 make donations to
political organisations other than
political parties; and 16.3 incur political
expenditure, during the period commencing
on the date of this Resolution and ending
on the date of the Company's next Annual
General Meeting, provided that any such
donations and expenditure made by the
Company, or by any such subsidiary, shall
not exceed GBP 100,000 per company and,
together with those made by any such
subsidiary and the Company, shall not
exceed in aggregate GBP 100,000. Any terms
used in this Resolution which are defined
in Part 14 of the Companies Act 2006 shall
bear the same CONTD
CONT CONTD meaning for the purposes of this Non-Voting
Resolution 16
17 To renew the power conferred on the Mgmt For For
Directors by Article 12 of the Company's
Articles of Association for a period
expiring at the end of the next Annual
General Meeting of the Company after the
date on which this Resolution is passed or,
if earlier, 5 May 2015; for that period the
section 551 amount shall be GBP 59,913,600
and, in addition, the section 551 amount
shall be increased by GBP 59,913,600,
provided that the Directors' power in
respect of such latter amount shall only be
used in connection with a rights issue:
17.1 to holders of ordinary shares in
proportion (as nearly as may be
practicable) to their existing holdings;
and 17.2 to holders of other equity
securities as required by the rights of
those securities or as the Board otherwise
considers necessary, and that the Directors
may impose any limits or CONTD
CONT CONTD restrictions and make any Non-Voting
arrangements which they consider necessary
to deal with fractional entitlements, legal
or practical problems under the laws of, or
the requirements of, any relevant
regulatory body or stock exchange, any
territory, or any matter whatsoever
18 To renew, subject to the passing of Mgmt For For
Resolution 17 above, the power conferred on
the Directors by Article 13 of the
Company's Articles of Association, such
authority to apply until the conclusion of
the next Annual General Meeting of the
Company after the date on which this
Resolution is passed or, if earlier, 5 May
2015 and for that period the section 561
amount is GBP 8,987,040
19 To generally and unconditionally authorise Mgmt For For
the Company, pursuant to and in accordance
with section 701 of the Companies Act 2006,
to make market purchases (within the
meaning of section 693(4) of that Act) of
ordinary shares of 10 pence each in the
capital of the Company subject to the
following conditions: 19.1 the maximum
aggregate number of ordinary shares hereby
authorised to be purchased is 179,740,800;
19.2 the minimum price (excluding expenses)
which may be paid for each ordinary share
is 10 pence; 19.3 the maximum price
(excluding expenses) which may be paid for
each ordinary share in respect of a share
contracted to be purchased on any day, does
not exceed the higher of (1) an amount
equal to 105% of the average of the middle
market quotations for an ordinary share as
derived from the London Stock Exchange
Daily CONTD
CONT CONTD Official List for the five business Non-Voting
days immediately preceding the day on which
the purchase is made and (2) the higher of
the price of the last independent trade and
the highest current independent bid for an
ordinary share as derived from the London
Stock Exchange Trading System; and 19.4
this authority shall expire, unless
previously renewed, varied or revoked by
the Company, at the conclusion of the next
Annual General Meeting of the Company or 5
August 2015, whichever is the earlier
(except in relation to the purchase of
ordinary shares, the contract for which was
concluded prior to the expiry of this
authority and which will or may be executed
wholly or partly after the expiry of this
authority)
20 To authorise the Directors to call a Mgmt For For
general meeting of the Company, other than
an Annual General Meeting, on not less than
14 clear days' notice, provided that this
authority shall expire at the conclusion of
the next Annual General Meeting of the
Company after the date of the passing of
this Resolution
--------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC, CHERTSEY SURREY Agenda Number: 705309587
--------------------------------------------------------------------------------------------------------------------------
Security: G23296182
Meeting Type: OGM
Meeting Date: 11-Jun-2014
Ticker:
ISIN: GB0005331532
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVE AND ADOPT NEW ARTICLES OF Mgmt For For
ASSOCIATION
2 APPROVE RETURN OF CASH, CAPITALISATION OF Mgmt For For
RESERVES, GRANT DIRECTORS AUTHORITY TO
ALLOT B SHARES AND C SHARES (FOR FULL TEXT
SEE NOTICE OF MEETING)
3 AUTHORITY TO ALLOT SHARES Mgmt For For
4 AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For
5 AUTHORITY TO PURCHASE OWN SHARES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 933946305
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: COP
ISIN: US20825C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Mgmt For For
1C. ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES E. COPELAND, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: JODY L. FREEMAN Mgmt For For
1F. ELECTION OF DIRECTOR: GAY HUEY EVANS Mgmt For For
1G. ELECTION OF DIRECTOR: RYAN M. LANCE Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Mgmt For For
1I. ELECTION OF DIRECTOR: HARALD J. NORVIK Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Mgmt For For
2. RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2014.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF 2014 OMNIBUS STOCK AND Mgmt For For
PERFORMANCE INCENTIVE PLAN OF
CONOCOPHILLIPS.
5. REPORT ON LOBBYING EXPENDITURES. Shr For Against
6. GREENHOUSE GAS REDUCTION TARGETS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
DAIMLER AG, STUTTGART Agenda Number: 704986035
--------------------------------------------------------------------------------------------------------------------------
Security: D1668R123
Meeting Type: AGM
Meeting Date: 09-Apr-2014
Ticker:
ISIN: DE0007100000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2013, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WPHG) may prevent
the shareholder from voting at the general
meeting. Therefore, your custodian may
request that Broadridge registers
beneficial owner data for all voted
accounts with the respective sub-custodian.
If you require further information whether
or not such BO registration will be
conducted for your custodians’
accounts, please contact your CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require any flagging or blocking.
These optimized processes avoid any
settlement conflicts. The sub custodians
have advised that voted shares are not
blocked for trading purposes i.e. they are
only unavailable for settlement.
Registered shares will be deregistered at
the deregistration date by the sub
custodians. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent.
Please contact your CSR for further
information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub-custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
According to German law, in case of Non-Voting
specific conflicts of interest in
connection with specific items of the
agenda for the general meeting you are not
entitled to exercise your voting rights.
Further, your voting right might be
excluded when your share in voting rights
has reached certain thresholds and you have
not complied with any of your mandatory
voting rights notifications pursuant to the
German Securities Trading Act (WHPG). For
questions in this regard please contact
your Client Service Representative for
clarification. If you do not have any
indication regarding such conflict of
interest, or another exclusion from voting,
please submit your vote as usual.
Counter proposals may be submitted until Non-Voting
25.03.2014. Further information on counter
proposals can be found directly on the
issuer’s website (please refer to the
material URL section of the application. If
you wish to act on these items, you will
need to request a Meeting Attend and vote
your shares directly at the company’s
meeting. Counter proposals cannot be
reflected in the ballot on ProxyEdge.
1. Presentation of the adopted financial Non-Voting
statements of Daimler AG, the approved
consolidated financial statements, the
combined management report for Daimler AG
and the Group with the explanatory reports
on the information required pursuant to
Section 289, Subsections 4 and 5, Section
315, Subsection 4 of the German Commercial
Code (Handelsgesetzbuch), and the report of
the Supervisory Board for the 2013
financial year
2. Resolution on the allocation of Mgmt For For
distributable profit
3. Resolution on ratification of Board of Mgmt For For
Management members' actions in the 2013
financial year
4. Resolution on ratification of Supervisory Mgmt For For
Board members' actions in the 2013
financial year
5. Resolution on the appointment of auditors Mgmt For For
for the Company and the Group for the 2014
financial year
6. Resolution on the approval of the Mgmt For For
remuneration system for the members of the
Board of Management
7.1 Resolution on the election of new members Mgmt For For
of the Supervisory Board: Dr.-Ing. Bernd
Bohr
7.2 Resolution on the election of new members Mgmt For For
of the Supervisory Board: Joe Kaeser
7.3 Resolution on the election of new members Mgmt For For
of the Supervisory Board: Dr. Ing. e.h.
Dipl.-Ing. Bernd Pischetsrieder
8. Resolution on the creation of a new Mgmt For For
Approved Capital 2014 (Genehmigtes Kapital
2014) and a related amendment to the
Articles of Incorporation
9. Resolution on the adjustment of the Mgmt For For
Supervisory Board remuneration and a
related amendment to the Articles of
Incorporation
10. Resolution on the approval of the Mgmt For For
conclusion of amendment agreements to
existing control and profit transfer
agreements with subsidiaries
11. Resolution on the approval of agreements on Mgmt For For
the termination of existing control and
profit transfer agreements and conclusion
of new control and profit transfer
agreements with subsidiaries
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933914586
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 26-Feb-2014
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1C. ELECTION OF DIRECTOR: VANCE D. COFFMAN Mgmt For For
1D. ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1F. ELECTION OF DIRECTOR: CLAYTON M. JONES Mgmt For For
1G. ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1I. ELECTION OF DIRECTOR: GREGORY R. PAGE Mgmt For For
1J. ELECTION OF DIRECTOR: THOMAS H. PATRICK Mgmt For For
1K. ELECTION OF DIRECTOR: SHERRY M. SMITH Mgmt For For
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
3. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS DEERE'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL 2014.
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG, BONN Agenda Number: 705165365
--------------------------------------------------------------------------------------------------------------------------
Security: D19225107
Meeting Type: AGM
Meeting Date: 27-May-2014
Ticker:
ISIN: DE0005552004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2012, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub-custodian banks optimized their Non-Voting
processes and established solutions, which
do not require share blocking. Registered
shares will be deregistered according to
trading activities or at the deregistration
date by the sub custodians. In order to
deliver/settle a voted position before the
deregistration date a voting instruction
cancellation and de-registration request
needs to be sent. Please contact your CSR
for further information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
12.05.2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted annual Mgmt No vote
financial statements and approved
consolidated financial statements, of the
management reports for the Company and the
Group with the explanatory report on
information in accordance with Sections 289
(4), 315 (4) of the German Commercial Code
(Handelsgesetzbuch, HGB) and in accordance
with Section 289 (5) HGB and of the report
by the Supervisory Board for fiscal year
2013
2. Appropriation of available net earnings Mgmt For For
3. Approval of the actions of the members of Mgmt For For
the Board of Management
4. Approval of the actions of the members of Mgmt For For
the Supervisory Board
5. Appointment of the independent auditors for Mgmt For For
fiscal year 2014 and the independent
auditors for the audit review of the
Group's condensed financial statements and
the interim management report as of June
30, 2014: PricewaterhouseCoopers AG
6. Authorization to purchase own shares Mgmt For For
pursuant to Section 71 (1) No. 8 German
Stock Corporation Act (Aktiengesetz, AktG)
and on the use of own shares as well as on
the exclusion of subscription rights
7. Authorization to use derivatives to Mgmt For For
purchase own shares
8. Authorization to issue subscription rights Mgmt For For
to members of management of the Company's
majority-owned enterprises and to
executives of the Company and of its
majority-owned enterprises, creation of a
contingent capital against noncash
contributions (Contingent Capital 2014) as
well as amendment to the Articles of
Association
9.1 Elections to the Supervisory Board: Prof. Mgmt For For
Dr. Henning Kagermann
9.2 Elections to the Supervisory Board: Ms. Mgmt For For
Simone Menne
9.3 Elections to the Supervisory Board: Dr. Mgmt For For
Ulrich Schroeder
9.4 Elections to the Supervisory Board: Dr. Mgmt For For
Stefan Schulte
10. Approval of the amendment to control and/or Mgmt For For
profit and loss transfer agreements between
Deutsche Post AG and Group companies
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 705123684
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 15-May-2014
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BY JUDGEMENT OF OLG Non-Voting
COLOGNE RENDERED ON JUNE 6, 2012, ANY
SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF
3 PERCENT OR MORE OF THE OUTSTANDING SHARE
CAPITAL MUST REGISTER UNDER THEIR
BENEFICIAL OWNER DETAILS BEFORE THE
APPROPRIATE DEADLINE TO BE ABLE TO VOTE.
FAILURE TO COMPLY WITH THE DECLARATION
REQUIREMENTS AS STIPULATED IN SECTION 21 OF
THE SECURITIES TRADE ACT (WPHG) MAY PREVENT
THE SHAREHOLDER FROM VOTING AT THE GENERAL
MEETINGS. THEREFORE, YOUR CUSTODIAN MAY
REQUEST THAT WE REGISTER BENEFICIAL OWNER
DATA FOR ALL VOTED ACCOUNTS WITH THE
RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE
FURTHER INFORMATION WHETHER OR NOT SUCH BO
REGISTRATION WILL BE CONDUCTED FOR YOUR
CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR
CSR.
THE SUB CUSTODIANS HAVE ADVISED THAT VOTED Non-Voting
SHARES ARE NOT BLOCKED FOR TRADING PURPOSES
I.E. THEY ARE ONLY UNAVAILABLE FOR
SETTLEMENT. REGISTERED SHARES WILL BE
DEREGISTERED AT THE DEREGISTRATION DATE BY
THE SUB CUSTODIANS. IN ORDER TO
DELIVER/SETTLE A VOTED POSITION BEFORE THE
DEREGISTRATION DATE A VOTING INSTRUCTION
CANCELLATION AND DE-REGISTRATION REQUEST
NEEDS TO BE SENT TO YOUR CSR OR CUSTODIAN.
PLEASE CONTACT YOUR CSR FOR FURTHER
INFORMATION.
THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting
ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL
BE UPDATED AS SOON AS BROADRIDGE RECEIVES
CONFIRMATION FROM THE SUB CUSTODIANS
REGARDING THEIR INSTRUCTION DEADLINE. FOR
ANY QUERIES PLEASE CONTACT YOUR CLIENT
SERVICES REPRESENTATIVE.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
30042014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. SUBMISSIONS TO THE SHAREHOLDERS' MEETING Non-Voting
PURSUANT TO SECTION 176 (1) SENTENCE 1 OF
THE GERMAN STOCK CORPORATION ACT
(AKTIENGESETZ - AKTG)
2. RESOLUTION ON THE APPROPRIATION OF NET Mgmt For For
INCOME
3. RESOLUTION ON THE APPROVAL OF THE ACTIONS Mgmt For For
OF THE MEMBERS OF THE BOARD OF MANAGEMENT
FOR THE 2013 FINANCIAL YEAR
4. RESOLUTION ON THE APPROVAL OF THE ACTIONS Mgmt For For
OF THE MEMBERS OF THE SUPERVISORY BOARD FOR
THE 2013 FINANCIAL YEAR
5. RESOLUTION ON THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT AUDITOR AND THE GROUP AUDITOR
FOR THE 2014 FINANCIAL YEAR AS WELL AS THE
INDEPENDENT AUDITOR TO REVIEW THE CONDENSED
FINANCIAL STATEMENTS AND THE INTERIM
MANAGEMENT REPORT (SECTION 37W, SECTION 37Y
NO. 2 GERMAN SECURITIES TRADING ACT
(WERTPAPIERHANDELSGESETZ - WPHG)) IN THE
2014 FINANCIAL YEAR: PRICEWATERHOUSECOOPERS
6. ELECTION OF A SUPERVISORY BOARD MEMBER: MR. Mgmt Against Against
JOHANNES GEISMANN
7. ELECTION OF A SUPERVISORY BOARD MEMBER: MR. Mgmt For For
LARS HINRICHS
8. ELECTION OF A SUPERVISORY BOARD MEMBER: MR. Mgmt Against Against
DR. ULRICH SCHROEDER
9. ELECTION OF A SUPERVISORY BOARD MEMBER: MR. Mgmt For For
KARL-HEINZ STREIBICH
10. AUTHORIZATION TO ISSUE BONDS WITH WARRANTS, Mgmt For For
CONVERTIBLE BONDS, PROFIT PARTICIPATION
RIGHTS AND/OR PARTICIPATING BONDS (OR
COMBINATIONS OF THESE INSTRUMENTS) WITH THE
OPTION OF EXCLUDING SUBSCRIPTION RIGHTS,
CREATION OF NEW CONTINGENT CAPITAL WITH THE
CANCELATION OF THE CONTINGENT CAPITAL
PURSUANT TO SECTION 5 (4) OF THE ARTICLES
OF INCORPORATION AND CORRESPONDING
AMENDMENT TO SECTION 5 OF THE ARTICLES OF
INCORPORATION (CONTINGENT CAPITAL 2014)
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 933869084
--------------------------------------------------------------------------------------------------------------------------
Security: 25243Q205
Meeting Type: Annual
Meeting Date: 19-Sep-2013
Ticker: DEO
ISIN: US25243Q2057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. REPORT AND ACCOUNTS 2013. Mgmt For
2. DIRECTORS' REMUNERATION REPORT 2013. Mgmt For
3. DECLARATION OF FINAL DIVIDEND. Mgmt For
4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. Mgmt For
(AUDIT, NOMINATION & REMUNERATION
COMMITTEE)
5. RE-ELECTION OF LM DANON AS A DIRECTOR. Mgmt For
(AUDIT, NOMINATION & REMUNERATION
COMMITTEE)
6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. Mgmt For
(AUDIT, NOMINATION, REMUNERATION(CHAIRMAN
OF THE COMMITTEE))
7. RE-ELECTION OF HO KWONPING AS A DIRECTOR. Mgmt For
(AUDIT, NOMINATION & REMUNERATION
COMMITTEE)
8. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. Mgmt For
(AUDIT, NOMINATION & REMUNERATION
COMMITTEE)
9. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. Mgmt For
(NOMINATION COMMITTEE(CHAIRMAN OF THE
COMMITTEE))
10. RE-ELECTION OF D MAHLAN AS A DIRECTOR. Mgmt For
(EXECUTIVE COMMITTEE)
11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. Mgmt For
(EXECUTIVE COMMITTEE(CHAIRMAN OF THE
COMMITTEE))
12. RE-ELECTION OF PG SCOTT AS A DIRECTOR. Mgmt For
(AUDIT(CHAIRMAN OF THE COMMITTEE),
NOMINATION, REMUNERATION COMMITTEE)
13. APPOINTMENT OF AUDITOR. Mgmt For
14. REMUNERATION OF AUDITOR. Mgmt For
15. AUTHORITY TO ALLOT SHARES. Mgmt For
16. DISAPPLICATION OF PRE-EMPTION RIGHTS. Mgmt For
17. AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Mgmt For
18. AUTHORITY TO MAKE POLITICAL DONATIONS Mgmt For
AND/OR TO INCUR POLITICAL EXPENDITURE IN
THE EU.
19. REDUCED NOTICE OF A GENERAL MEETING OTHER Mgmt For
THAN AN ANNUAL GENERAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 933974063
--------------------------------------------------------------------------------------------------------------------------
Security: 25271C102
Meeting Type: Annual
Meeting Date: 20-May-2014
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: MARC EDWARDS 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: KENNETH I. SIEGEL Mgmt Against Against
1I. ELECTION OF DIRECTOR: CLIFFORD M. SOBEL Mgmt For For
1J. ELECTION OF DIRECTOR: ANDREW H. TISCH Mgmt Against Against
1K. ELECTION OF DIRECTOR: RAYMOND S. TROUBH Mgmt For For
2 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR FISCAL YEAR 2014.
3 TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE Mgmt For For
COMPENSATION.
4 TO APPROVE THE COMPANY'S AMENDED AND Mgmt For For
RESTATED INCENTIVE COMPENSATION PLAN FOR
EXECUTIVE OFFICERS.
5 TO APPROVE THE COMPANY'S EQUITY INCENTIVE Mgmt For For
COMPENSATION PLAN.
6 SHAREHOLDER PROPOSAL: BOARD DIVERSITY. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
DOMINION RESOURCES, INC. Agenda Number: 933952055
--------------------------------------------------------------------------------------------------------------------------
Security: 25746U109
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: D
ISIN: US25746U1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: WILLIAM P. BARR Mgmt For For
1B. ELECTION OF DIRECTOR: PETER W. BROWN, M.D. Mgmt For For
1C. ELECTION OF DIRECTOR: HELEN E. DRAGAS Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES O. ELLIS, JR. Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS F. FARRELL II Mgmt For For
1F. ELECTION OF DIRECTOR: JOHN W. HARRIS Mgmt Against Against
1G. ELECTION OF DIRECTOR: MARK J. KINGTON Mgmt For For
1H. ELECTION OF DIRECTOR: PAMELA J. ROYAL, M.D. Mgmt For For
1I. ELECTION OF DIRECTOR: ROBERT H. SPILMAN, Mgmt For For
JR.
1J. ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Mgmt For For
1K. ELECTION OF DIRECTOR: DAVID A. WOLLARD Mgmt For For
2. RATIFICATION OF APPOINTMENT OF THE Mgmt For For
INDEPENDENT AUDITORS FOR 2014
3. ADVISORY VOTE ON APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION (SAY ON PAY)
4. APPROVAL OF THE 2014 INCENTIVE COMPENSATION Mgmt For For
PLAN
5. EXECUTIVES TO RETAIN SIGNIFICANT STOCK Shr For Against
6. REPORT ON FINANCIAL RISKS TO DOMINION POSED Shr For Against
BY CLIMATE CHANGE
7. REPORT ON METHANE EMISSIONS Shr For Against
8. REPORT ON LOBBYING Shr Against For
9. REPORT ON ENVIRONMENTAL AND CLIMATE CHANGE Shr For Against
IMPACTS OF BIOMASS
10. ADOPT QUANTITATIVE GOALS FOR REDUCING Shr For Against
GREENHOUSE GAS EMISSIONS
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933932926
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C204
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: DUK
ISIN: US26441C2044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
G. ALEX BERNHARDT, SR. Mgmt For For
MICHAEL G. BROWNING Mgmt For For
HARRIS E. DELOACH, JR. Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
LYNN J. GOOD Mgmt For For
ANN M. GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
JOHN T. HERRON Mgmt For For
JAMES B. HYLER, JR. Mgmt For For
WILLIAM E. KENNARD Mgmt For For
E. MARIE MCKEE Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
CARLOS A. SALADRIGAS Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2014
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF THE AMENDMENT TO DUKE ENERGY Mgmt For For
CORPORATION'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO AUTHORIZE
SHAREHOLDER ACTION BY LESS THAN UNANIMOUS
WRITTEN CONSENT
5. SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shr For Against
RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING
6. SHAREHOLDER PROPOSAL REGARDING POLITICAL Shr For Against
CONTRIBUTION DISCLOSURE
--------------------------------------------------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY Agenda Number: 933935338
--------------------------------------------------------------------------------------------------------------------------
Security: 263534109
Meeting Type: Annual
Meeting Date: 23-Apr-2014
Ticker: DD
ISIN: US2635341090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: LAMBERTO ANDREOTTI Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD H. BROWN Mgmt For For
1C. ELECTION OF DIRECTOR: ROBERT A. BROWN Mgmt For For
1D. ELECTION OF DIRECTOR: BERTRAND P. COLLOMB Mgmt For For
1E. ELECTION OF DIRECTOR: CURTIS J. CRAWFORD Mgmt For For
1F. ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Mgmt For For
1G. ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT Mgmt For For
1H. ELECTION OF DIRECTOR: MARILLYN A. HEWSON Mgmt For For
1I. ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1J. ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1K. ELECTION OF DIRECTOR: LEE M. THOMAS Mgmt For For
1L. ELECTION OF DIRECTOR: PATRICK J. WARD Mgmt For For
2. ON RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
3. TO APPROVE, BY ADVISORY VOTE, EXECUTIVE Mgmt For For
COMPENSATION
4. ON POLITICAL SPENDING Shr Against For
5. ON HERBICIDE USE Shr Against For
6. ON PLANT CLOSURE Shr Against For
7. ON ACCELERATION OF EQUITY AWARDS Shr For Against
--------------------------------------------------------------------------------------------------------------------------
ELECTRICITE DE FRANCE SA, PARIS Agenda Number: 705183553
--------------------------------------------------------------------------------------------------------------------------
Security: F2940H113
Meeting Type: MIX
Meeting Date: 15-May-2014
Ticker:
ISIN: FR0010242511
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 282636 DUE TO ADDITION OF
RESOLUTIONS A, O.19. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0418/201404181401205.pdf
O.1 APPROVAL OF THE ANNUAL CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED ON
DECEMBER 31, 2013
O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED ON
DECEMBER 31, 2013
O.3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED ON DECEMBER 31, 2013 AND SETTING THE
DIVIDEND
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: ALLOCATION OF INCOME
FOR THE FINANCIAL YEAR ENDED ON DECEMBER
31ST, 2013 AND SETTING THE DIVIDEND -
RESOLUTION SUBMITTED BY THE SUPERVISORY
BOARD OF FCPE ACTIONS EDF AND REVIEWED BY
THE BOARD OF DIRECTORS OF EDF DURING ITS
MEETING OF APRIL 1ST, 2014 AND DID NOT
APPROVE IT
O.4 PAYMENT OF INTERIM DIVIDEND IN SHARES - Mgmt For For
DELEGATION OF POWERS TO THE BOARD OF
DIRECTORS
O.5 AGREEMENTS PURSUANT TO ARTICLE L.225-38 OF Mgmt For For
THE COMMERCIAL CODE
O.6 REVIEWING THE ELEMENTS OF COMPENSATION OWED Mgmt For For
OR PAID TO HENRI PROGLIO, CEO FOR THE 2013
FINANCIAL YEAR
O.7 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO TRADE IN COMPANY'S SHARES
E.8 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO ISSUE SHARES OR SECURITIES
WHILE MAINTAINING SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.9 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO ISSUE SHARES OR SECURITIES
WITH THE CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS VIA PUBLIC
OFFERINGS
E.10 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO ISSUE SHARES OR SECURITIES
WITH THE CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS VIA OFFERS
PURSUANT TO ARTICLE L.411-2, II OF THE
MONETARY AND FINANCIAL CODE
E.11 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN CASE OF CAPITAL INCREASE WITH OR
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
E.12 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE SHARE CAPITAL BY
INCORPORATION OF RESERVES, PROFITS,
PREMIUMS OR OTHER AMOUNTS FOR WHICH
CAPITALIZATION IS ALLOWED
E.13 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE SHARE CAPITAL, IN
CONSIDERATION FOR SECURITIES TENDERED IN A
PUBLIC EXCHANGE OFFER INITIATED BY THE
COMPANY
E.14 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE SHARE CAPITAL, IN CONSIDERATION
FOR IN-KIND CONTRIBUTIONS GRANTED TO THE
COMPANY
E.15 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE SHARE CAPITAL IN
FAVOR OF MEMBERS OF SAVINGS PLANS WITH THE
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOR OF THE LATTER
E.16 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
REDUCE CAPITAL BY CANCELLATION OF TREASURY
SHARES.
E.17 AMENDMENT TO ARTICLE 10 OF THE BYLAWS Mgmt Against Against
OE.18 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For
O.19 RATIFICATION OF THE APPOINTMENT OF MRS. Mgmt Against Against
COLETTE LEWINER AS DIRECTOR, REPLACING MRS.
MIREILLE FAUGERE
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933908292
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 04-Feb-2014
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
D.N. FARR* Mgmt For For
H. GREEN* Mgmt For For
C.A. PETERS* Mgmt For For
J.W. PRUEHER* Mgmt For For
A.A. BUSCH III# Mgmt For For
J.S. TURLEY# Mgmt For For
2. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
EMERSON ELECTRIC CO. EXECUTIVE
COMPENSATION.
3. RATIFICATION OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
4. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr For Against
REQUESTING ISSUANCE OF A SUSTAINABILITY
REPORT AS DESCRIBED IN THE PROXY STATEMENT.
5. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr For Against
REQUESTING ISSUANCE OF A POLITICAL
CONTRIBUTIONS REPORT AS DESCRIBED IN THE
PROXY STATEMENT.
6. APPROVAL OF THE STOCKHOLDER PROPOSAL Shr For Against
REQUESTING ISSUANCE OF A LOBBYING REPORT AS
DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC, BRENTFORD MIDDLESEX Agenda Number: 705069664
--------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 07-May-2014
Ticker:
ISIN: GB0009252882
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the 2013 Annual Report Mgmt For For
2 To approve the Annual Remuneration Report Mgmt For For
3 To approve the Remuneration Policy Mgmt For For
4 To re-elect Sir Christopher Gent as a Mgmt For For
Director
5 To re-elect Sir Andrew Witty as a Director Mgmt For For
6 To re-elect Professor Sir Roy Anderson as a Mgmt For For
Director
7 To re-elect Dr Stephanie Burns as a Mgmt For For
Director
8 To re-elect Stacey Cartwright as a Director Mgmt For For
9 To re-elect Simon Dingemans as a Director Mgmt For For
10 To re-elect Lynn Elsenhans as a Director Mgmt For For
11 To re-elect Judy Lewent as a Director Mgmt For For
12 To re-elect Sir Deryck Maughan as a Mgmt For For
Director
13 To re-elect Dr Daniel Podolsky as a Mgmt For For
Director
14 To re-elect Dr Moncef Slaoui as a Director Mgmt For For
15 To re-elect Tom de Swaan as a Director Mgmt For For
16 To re-elect Jing Ulrich as a Director Mgmt For For
17 To re-elect Hans Wijers as a Director Mgmt For For
18 To re-appoint auditors: Mgmt For For
PricewaterhouseCoopers LLP
19 To determine remuneration of auditors Mgmt For For
20 To authorise the company and its Mgmt For For
subsidiaries to make donations to political
organisations and incur political
expenditure
21 To authorise allotment of shares Mgmt For For
22 To disapply pre-emption rights Mgmt For For
23 To authorise the company to purchase its Mgmt For For
own shares
24 To authorise exemption from statement of Mgmt For For
name of senior statutory auditor
25 To authorise reduced notice of a general Mgmt For For
meeting other than an AGM
--------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 933934526
--------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 28-Apr-2014
Ticker: HON
ISIN: US4385161066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1B. ELECTION OF DIRECTOR: KEVIN BURKE Mgmt For For
1C. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1E. ELECTION OF DIRECTOR: D. SCOTT DAVIS Mgmt For For
1F. ELECTION OF DIRECTOR: LINNET F. DEILY Mgmt For For
1G. ELECTION OF DIRECTOR: JUDD GREGG Mgmt For For
1H. ELECTION OF DIRECTOR: CLIVE HOLLICK Mgmt For For
1I. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN Mgmt For For
1J. ELECTION OF DIRECTOR: GEORGE PAZ Mgmt For For
1K. ELECTION OF DIRECTOR: BRADLEY T. SHEARES Mgmt For For
1L. ELECTION OF DIRECTOR: ROBIN L. WASHINGTON Mgmt For For
2. APPROVAL OF INDEPENDENT ACCOUNTANTS. Mgmt For For
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. INDEPENDENT BOARD CHAIRMAN. Shr For Against
5. RIGHT TO ACT BY WRITTEN CONSENT. Shr For Against
6. ELIMINATE ACCELERATED VESTING IN A CHANGE Shr For Against
IN CONTROL.
7. POLITICAL LOBBYING AND CONTRIBUTIONS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC, BRISTOL Agenda Number: 704891008
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 05-Feb-2014
Ticker:
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Annual Report and Accounts Mgmt For For
2 Directors' Remuneration Report Mgmt For For
3 Directors' Remuneration Policy Mgmt For For
4 To declare a final dividend Mgmt For For
5 To re-elect Dr K M Burnett Mgmt For For
6 To re-elect Mrs A J Cooper Mgmt For For
7 To re-elect Mr D J Haines Mgmt For For
8 To re-elect Mr M H C Herlihy Mgmt For For
9 To re-elect Ms S E Murray Mgmt For For
10 To re-elect Mr M R Phillips Mgmt For For
11 To elect Mr O R Tant Mgmt For For
12 To re-elect Mr M D Williamson Mgmt For For
13 To re-elect Mr M I Wyman Mgmt For For
14 Re-appointment of Auditors: Mgmt For For
PricewaterhouseCoopers LLP
15 Remuneration of Auditors Mgmt For For
16 Donations to political organisations 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
CMMT 13 DEC 13: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF AUDITOR NAME. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
INTEGRYS ENERGY GROUP, INC. Agenda Number: 933937421
--------------------------------------------------------------------------------------------------------------------------
Security: 45822P105
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: TEG
ISIN: US45822P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM J. BRODSKY Mgmt For For
ALBERT J. BUDNEY, JR. Mgmt For For
ELLEN CARNAHAN Mgmt For For
MICHELLE L. COLLINS Mgmt For For
K.M. HASSELBLAD-PASCALE Mgmt For For
JOHN W. HIGGINS Mgmt For For
PAUL W. JONES Mgmt For For
HOLLY KELLER KOEPPEL Mgmt For For
MICHAEL E. LAVIN Mgmt For For
WILLIAM F. PROTZ, JR. Mgmt For For
CHARLES A. SCHROCK Mgmt For For
2. THE APPROVAL OF A NON-BINDING ADVISORY Mgmt For For
RESOLUTION TO APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS.
3. THE APPROVAL OF THE INTEGRYS ENERGY GROUP Mgmt For For
2014 OMNIBUS INCENTIVE COMPENSATION PLAN.
4. THE RATIFICATION OF THE SELECTION OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR
INTEGRYS ENERGY GROUP AND ITS SUBSIDIARIES
FOR 2014.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933933548
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For
1D. ELECTION OF DIRECTOR: ALEX GORSKY Mgmt For For
1E. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN Mgmt For For
1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1H. ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1J. ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1K. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON Mgmt For For
1L. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
4. SHAREHOLDER PROPOSAL - EXECUTIVES TO RETAIN Shr For Against
SIGNIFICANT STOCK
--------------------------------------------------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION Agenda Number: 933931253
--------------------------------------------------------------------------------------------------------------------------
Security: 494368103
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: KMB
ISIN: US4943681035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JOHN R. ALM Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN F. BERGSTROM Mgmt For For
1C. ELECTION OF DIRECTOR: ABELARDO E. BRU Mgmt For For
1D. ELECTION OF DIRECTOR: ROBERT W. DECHERD Mgmt For For
1E. ELECTION OF DIRECTOR: THOMAS J. FALK Mgmt For For
1F. ELECTION OF DIRECTOR: FABIAN T. GARCIA Mgmt For For
1G. ELECTION OF DIRECTOR: MAE C. JEMISON, M.D. Mgmt For For
1H. ELECTION OF DIRECTOR: JAMES M. JENNESS Mgmt For For
1I. ELECTION OF DIRECTOR: NANCY J. KARCH Mgmt For For
1J. ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1K. ELECTION OF DIRECTOR: LINDA JOHNSON RICE Mgmt For For
1L. ELECTION OF DIRECTOR: MARC J. SHAPIRO Mgmt For For
2. RATIFICATION OF AUDITORS Mgmt For For
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. STOCKHOLDER PROPOSAL REGARDING THE RIGHT TO Shr For Against
ACT BY WRITTEN CONSENT
--------------------------------------------------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION Agenda Number: 933939778
--------------------------------------------------------------------------------------------------------------------------
Security: 539830109
Meeting Type: Annual
Meeting Date: 24-Apr-2014
Ticker: LMT
ISIN: US5398301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DANIEL F. AKERSON Mgmt For For
1B. ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Mgmt For For
1C. ELECTION OF DIRECTOR: ROSALIND G. BREWER Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID B. BURRITT Mgmt For For
1E. ELECTION OF DIRECTOR: JAMES O. ELLIS, JR. Mgmt For For
1F. ELECTION OF DIRECTOR: THOMAS J. FALK Mgmt For For
1G. ELECTION OF DIRECTOR: MARILLYN A. HEWSON Mgmt For For
1H. ELECTION OF DIRECTOR: GWENDOLYN S. KING Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES M. LOY Mgmt For For
1J. ELECTION OF DIRECTOR: DOUGLAS H. Mgmt For For
MCCORKINDALE
1K. ELECTION OF DIRECTOR: JOSEPH W. RALSTON Mgmt For For
1L. ELECTION OF DIRECTOR: ANNE STEVENS Mgmt For For
2. RATIFICATION OF APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS FOR 2014
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF OUR NAMED EXECUTIVE OFFICERS
("SAY-ON-PAY")
4. MANAGEMENT PROPOSAL TO AMEND THE 2011 Mgmt For For
INCENTIVE PERFORMANCE AWARD PLAN TO
AUTHORIZE AND RESERVE 4,000,000 ADDITIONAL
SHARES
5. STOCKHOLDER PROPOSAL - RIGHT TO ACT BY Shr For Against
WRITTEN CONSENT
6. STOCKHOLDER PROPOSAL - ADOPT A POLICY Shr For Against
REQUIRING SENIOR EXECUTIVES TO RETAIN A
SIGNIFICANT PERCENTAGE OF EQUITY
COMPENSATION UNTIL RETIREMENT
7. STOCKHOLDER PROPOSAL - AMEND THE Shr Against For
CORPORATION'S CLAWBACK POLICY FOR EXECUTIVE
INCENTIVE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
LORILLARD, INC. Agenda Number: 933972641
--------------------------------------------------------------------------------------------------------------------------
Security: 544147101
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: LO
ISIN: US5441471019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: DIANNE NEAL BLIXT Mgmt For For
1.2 ELECTION OF DIRECTOR: ANDREW H. CARD, JR. Mgmt For For
1.3 ELECTION OF DIRECTOR: VIRGIS W. COLBERT Mgmt For For
1.4 ELECTION OF DIRECTOR: DAVID E.R. DANGOOR Mgmt For For
1.5 ELECTION OF DIRECTOR: MURRAY S. KESSLER Mgmt For For
1.6 ELECTION OF DIRECTOR: JERRY W. LEVIN Mgmt For For
1.7 ELECTION OF DIRECTOR: RICHARD W. ROEDEL Mgmt For For
2. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. APPROVAL OF THE 2008 INCENTIVE COMPENSATION Mgmt For For
PLAN AS AMENDED AND RESTATED.
4. TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2014.
5. SHAREHOLDER PROPOSAL ON DISCLOSURE OF Shr For Against
LOBBYING POLICIES AND PRACTICES.
6. SHAREHOLDER PROPOSAL ON ADDITIONAL Shr Against For
DISCLOSURE OF THE HEALTH RISKS OF SMOKING.
--------------------------------------------------------------------------------------------------------------------------
MATTEL, INC. Agenda Number: 933955897
--------------------------------------------------------------------------------------------------------------------------
Security: 577081102
Meeting Type: Annual
Meeting Date: 16-May-2014
Ticker: MAT
ISIN: US5770811025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MICHAEL J. DOLAN Mgmt For For
1B. ELECTION OF DIRECTOR: TREVOR A. EDWARDS Mgmt For For
1C. ELECTION OF DIRECTOR: DR. FRANCES D. Mgmt For For
FERGUSSON
1D. ELECTION OF DIRECTOR: DOMINIC NG Mgmt For For
1E. ELECTION OF DIRECTOR: VASANT M. PRABHU Mgmt For For
1F. ELECTION OF DIRECTOR: DR. ANDREA L. RICH Mgmt For For
1G. ELECTION OF DIRECTOR: DEAN A. SCARBOROUGH Mgmt For For
1H. ELECTION OF DIRECTOR: CHRISTOPHER A. Mgmt For For
SINCLAIR
1I. ELECTION OF DIRECTOR: BRYAN G. STOCKTON Mgmt For For
1J. ELECTION OF DIRECTOR: DIRK VAN DE PUT Mgmt For For
1K. ELECTION OF DIRECTOR: KATHY WHITE LOYD Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION, AS DESCRIBED IN THE
MATTEL, INC. PROXY STATEMENT.
3. RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS MATTEL,
INC.'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2014.
4. STOCKHOLDER PROPOSAL REGARDING AN Shr Against For
INDEPENDENT BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933967854
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1C. ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1D. ELECTION OF DIRECTOR: CARY D. MCMILLAN Mgmt For For
1E. ELECTION OF DIRECTOR: SHEILA A. PENROSE Mgmt For For
1F. ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1G. ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1H. ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. APPROVAL OF PERFORMANCE GOALS FOR AWARDS Mgmt For For
UNDER THE MCDONALD'S CORPORATION 2009 CASH
INCENTIVE PLAN.
4. ADVISORY VOTE TO APPROVE THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
FOR 2014.
5. ADVISORY VOTE REQUESTING THE ABILITY FOR Shr For Against
SHAREHOLDERS TO ACT BY WRITTEN CONSENT, IF
PRESENTED.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933975180
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 27-May-2014
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: KENNETH C. FRAZIER Mgmt For For
1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM B. HARRISON Mgmt For For
JR.
1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1G. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1L. ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
4. SHAREHOLDER PROPOSAL CONCERNING Shr For Against
SHAREHOLDERS' RIGHT TO ACT BY WRITTEN
CONSENT.
5. SHAREHOLDER PROPOSAL CONCERNING SPECIAL Shr For Against
SHAREOWNER MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 933856936
--------------------------------------------------------------------------------------------------------------------------
Security: 595017104
Meeting Type: Annual
Meeting Date: 16-Aug-2013
Ticker: MCHP
ISIN: US5950171042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
STEVE SANGHI Mgmt For For
MATTHEW W. CHAPMAN Mgmt For For
L.B. DAY Mgmt For For
ALBERT J. HUGO-MARTINEZ Mgmt For For
WADE F. MEYERCORD Mgmt For For
2. 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, 2014.
3. PROPOSAL TO APPROVE, ON AN ADVISORY Mgmt For For
(NON-BINDING) BASIS, THE COMPENSATION OF
OUR NAMED EXECUTIVES.
--------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG Agenda Number: 705061238
--------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: AGM
Meeting Date: 30-Apr-2014
Ticker:
ISIN: DE0008430026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that by judgement of OLG Non-Voting
Cologne rendered on June 6, 2012, any
shareholder who holds an aggregate total of
3 percent or more of the outstanding share
capital must register under their
beneficial owner details before the
appropriate deadline to be able to vote.
Failure to comply with the declaration
requirements as stipulated in section 21 of
the Securities Trade Act (WpHG) may prevent
the shareholder from voting at the general
meetings. Therefore, your custodian may
request that we register beneficial owner
data for all voted accounts with the
respective sub custodian. If you require
further information whether or not such BO
registration will be conducted for your
custodians accounts, please contact your
CSR.
The sub custodians have advised that voted Non-Voting
shares are not blocked for trading purposes
i.e. they are only unavailable for
settlement. Registered shares will be
deregistered at the deregistration date by
the sub custodians. In order to
deliver/settle a voted position before the
deregistration date a voting instruction
cancellation and de-registration request
needs to be sent to your CSR or Custodian.
Please contact your CSR for further
information.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 15 Non-Voting
APR 2014. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Financial statements and annual report a) Non-Voting
presentation of the corporate governance
report and the remuneration report for the
2013 financial year b) presentation of the
financial statements and annual report for
the 2013 financial year with the report of
the supervisory board, the group financial
statements, the group annual report, and
the report pursuant to sections 289(4) and
315(4) of the German commercial code
2. Resolution on the Appropriation of the Mgmt For For
Distributable profit. The distributable
profit of EUR 1,300,223,787 shall be
appropriated as follows: Payment of a
dividend of EUR 7.25 per no-par share EUR
33,361,926.25 shall be carried forward
ex-dividend and payable date: May 2, 2014
3. Ratification of the Acts of the Board of Mgmt For For
MDs
4. Ratification of the Acts of the Supervisory Mgmt For For
Board
5. Resolution on the Approval of the Mgmt For For
Compensation System for the Members of the
Board of MDs. The compensation system for
the members of the Board of MDs shall be
approved
6.1 Acquisition of own shares The company shall Mgmt For For
be authorized to acquire own shares of up
to 10 pct. of its share capital at a price
not more than 10 pct. above, nor more than
20 pct. below, the market price of the
shares, on or before April 29, 2019. The
Board of MDs shall be authorized to use the
shares for all legally permissible
purposes, especially to use the shares for
the flotation of foreign stock exchanges or
for mergers and acquisitions, to sell the
shares to a third party in a manner other
than the stock exchange or an offer to all
shareholders, to use the shares for the
fulfilment of option or conversion rights,
to offer the shares to employees of the
company and its affiliates, and to retire
the shares
6.2 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The purchase is made by the Board of
Management aa) over the stock exchange or
bb) by a letter addressed to all
shareholders offer to buy or cc) by means
of a addressed to all stockholders
solicitation of sale offers (sale call), or
dd) by a letter addressed to all
shareholders exchange offer for shares in a
for purposes of Section 3 para 2 AktG
boerse-listed company
6.3 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The Executive Board is authorized shares of
the Company that are acquired on the basis
of the above or previously granted
authorizations or under paragraph 71d
sentence 5 AktG and were to use for all
legally permissible purposes
6.4 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The Supervisory Board is authorized shares
of the Company acquired 71d sentence 5 AktG
basis of the above or previously granted
authorizations or under paragraph or have
been, be appropriated as follows: You can
board members of the Company will pay for
as allowance. This applies in particular to
the extent that board members are obliged
under the rules to be allowance or to
invest a part of the next billing variable
remuneration in shares of the Company with
blockage period. If this obligation relates
to a portion of the variable remuneration,
which is determined based on a multi-year
basis, amounts to be agreed upon minimum
holding period about two years, in all
other cases, approximately four years. At
the time of transmission or at the
beginning of the measurement period of the
respective variable allowance component on
the board must consist. The details of the
remuneration of Executive Board members are
determined by the Supervisory Board. These
include rules about the treatment of
holding periods in special cases , such as
in retirement , unemployment or death
6.5 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The price at which the treasury shares in
accordance with lit when the authorization.
c) aa is executed on or sold in accordance
lit. c ) cc to be sold , may have been
identified by auction price of shares in
the company at the Xetra trading on the
Frankfurt Stock Exchange on the day of
exchange introduction or binding agreement
with the third party is (excluding
incidental costs) . In addition, in these
cases the sum of the shares sold, together
with the shares , which were during the
term of this authorization under exclusion
of subscription rights in direct or
corresponding application of Section 186
paragraph 3 sentence issued or sold 4 AktG
or issuable , the overall limit of 10% of
the share capital is not about to rise ,
neither at the time of this authorization
becomes effective nor at the time of the
issue or the divestiture of the shares
6.6 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
If replaced by a comparable successor
system to the Xetra trading, also in this
authorization, it takes the place of the
Xetra trading system
6.7 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The authorizations in accordance with lit.
c) and d) can one or more occasions, in
whole or in part, individually or be
exploited in common, the appropriations
under clauses. c) bb, cc, dd or ee also by
dependent or majority owned by the company
or companies on their behalf or on behalf
of the Company acting third party
6.8 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The right of stockholders to such shares of
the Company shall be excluded insofar as
these shares pursuant to the authorizations
in lit. c) aa, bb, cc, dd, ee or d) are
used. About it, the Management Board is
authorized, in case of a divestiture of own
shares by offer to stockholders to grant
the holders of bonds with conversion or
option rights issued by the Company or
Group companies a right to purchase the
shares to the extent that as after
exercising their conversion or option
rights would be entitled, the subscription
rights of stockholders is excluded to this
extent
6.9 Resolution on the authorization to purchase Non-Voting
and use own shares and the possibility of
subscription and tender rights exclusion:
The authorization is valid until 29 April
2019. Upon the effectiveness of this new
authorization by the Annual General Meeting
on 20 April 2011 decided authorization to
acquire treasury shares cancelled
7.1 Approval of the use of derivatives (call Mgmt For For
and put options) for the purpose of
acquiring own shares as item 6
7.2 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: The use of derivatives
may be used in one of the below aa ), bb )
or cc) or in a combination of these
possibilities take place : aa) The issuance
or purchase of the derivatives can be
performed via the Eurex Germany or LIFFE (
or comparable successor system ) . In this
case, the Company shall inform the
stockholders before the planned issue or
the proposed acquisition of the derivatives
in the company news. There can be different
prices elected (without extra costs) to
different expiration dates for the
derivatives also with the simultaneous
issuance or time the same acquisition. bb)
The issue of put options (put options ) ,
the purchase of call options ( call
options) , the conclusion of forward
purchase or a combination of these
derivatives and their respective
performance can also be outside the
specified under aa ) exchange performed
when the in exercise of the derivatives
have been acquired to the Company shares to
be delivered before about the exchange to
the stock exchange at the time of the then
current stock exchange price of the shares
in Xetra trading on the Frankfurt Stock
Exchange . cc) The concluding option shops
can be offered to all stockholders publicly
, or options business can with a bank or a
company under section 53 paragraph 1
sentence 1 or section 53b para 1 sentence 1
or section 7 of the Banking Act (KWG)
methods businesses ( Issuing Company )
concluded with the obligation to offer all
stockholders to purchase these options. The
Company may, derivatives lit in the
aforementioned cases . aa ) to cc ) only
buy back each
7.3 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: The exercise price of the
options or may be used in fulfilment of
forward purchases payable purchase price
(excluding incidental expenses) for one
shares in the case of lit. b ) aa and bb
determined on the day of the conclusion of
the derivative on business by the auction
price for shares in the company at the
Xetra trading on the Frankfurt Stock
Exchange at most 10% more and be less than
20% . If own shares using options is equal
to that of the Company for the shares to be
paid purchase price (excluding incidental
expenses) agreed in the option exercise
price . The acquisition price paid by the
Company for options ( no extra cost ) is
not over and the premium received by the
company realisable price for options may
not be (without extra costs) under the
established using recognized theoretical
market value of the option , in its
determination of , among other agreed
exercise price must also be noted . The
agreed by the Company in forward purchase
forward rate should not be much above the
theoretical futures price calculated using
recognized actuarial methods to be
considered in the determination of which ,
among other things , the current stock
exchange price and the maturity of the
forward purchase
7.4 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: The exercise price of the
options (no extra cost) for a share may, in
the case of lit. b) cc the arithmetic mean
of the closing prices for shares in the
company at the Xetra trading on the
Frankfurt Stock Exchange on 5, 4 and 3 Over
and below the trading day prior to the day
of publication of the offer by more than
10% to more than 20%. If the offer is over
records to all stockholders, the tender
rights of stockholders may be excluded
insofar as the allocation will be based on
quotas. A preferred offer for the
conclusion of option shops and a
preferential allotment of options can be
for small share amounts (options up to 100
shares per shareholder)
7.5 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: The term of the
derivatives in each case is longer than 18
months and shall be so determined that the
acquisition of shares in the exercise of
the derivatives later than until 29. Takes
place April 2019. The use of derivatives
are allowed to own shares up to a maximum
of 5% of the time the resolution of the
General Meeting's share capital is
acquired. Is that existing at the time of
the initial capital is less exercising this
authority, this shall prevail
7.6 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: Will the acquisition of
treasury shares derivatives according to
lit. b) aa or bb, the stockholders in
corresponding application of Section 186
paragraph 3 sentence 4 AktG no claim is to
take out such derivative shops with
society. A right of stockholders to
conclude derivative shops also have no, as
according to lit the conclusion of
derivative shops. b) cc is provided based a
preferential offer or a preferential
allotment for the conclusion of derivative
shops to small share amounts. Stockholders
have a right to tender their shares in the
Company if the Company is only obliged them
opposite from the derivative shops to
purchase the shares
7.7 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: The Company may terminate
the authorization in whole or in
COMPONENTS, one or more times, for one or
more purposes to exercise, but they can
also be dependent or majority-owned by the
Company or related companies for its or
their behalf are run by third parties
7.8 Resolution on the authorization to purchase Non-Voting
own shares using derivatives and for the
possibility of subscription and tender
rights exclusion: For the rest, the
provisos and the use of the authorization
granted under agenda item 6 will apply
8.1 Election to the Supervisory Board: Mgmt For For
Ann-Kristin Achleitner
8.2 Election to the Supervisory Board: Benita Mgmt For For
Ferrero-Waldner
8.3 Election to the Supervisory Board: Ursula Mgmt For For
Gather
8.4 Election to the Supervisory Board: Peter Mgmt For For
Gruss
8.5 Election to the Supervisory Board: Gerd Mgmt For For
Haeusler
8.6 Election to the Supervisory Board: Henning Mgmt Against Against
Kagermann
8.7 Election to the Supervisory Board: Wolfgang Mgmt Against Against
Mayrhuber
8.8 Election to the Supervisory Board: Bernd Mgmt Against Against
Pischetsrieder
8.9 Election to the Supervisory Board: Anton Mgmt For For
van Rossum
8.10 Election to the Supervisory Board: Ron Mgmt Against Against
Sommer
9.1 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Mr Beteiligungen 1 GmbH, on amendments to
the existing profit transfer agreement
shall be approved
9.2 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Silvanus Vermoegensverwaltungsgesellschaft
mbH, on amendments to the existing profit
transfer agreement shall be approved
9.3 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Mr Rent-Investment GmbH, on amendments to
the existing profit transfer agreement
shall be approved
9.4 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Mr Beteiligungen 14 GmbH, on amendments to
the existing profit transfer agreement
shall be approved
9.5 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Mr Beteiligungen 15 GmbH, on amendments to
the existing profit transfer agreement
shall be approved
9.6 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Mr Beteiligungen 16 GmbH, on amendments to
the existing profit transfer agreement
shall be approved
9.7 Resolution on the adjustment of existing Mgmt For For
profit transfer agreements: The agreement
with the company's wholly-owned subsidiary,
Schloss Hohenkammer GmbH, on amendments to
the existing profit transfer agreement
shall be approved
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 704601081
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 29-Jul-2013
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Annual Report and Accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To re-elect Sir Peter Gershon Mgmt For For
4 To re-elect Steve Holliday Mgmt For For
5 To re-elect Andrew Bonfield Mgmt For For
6 To re-elect Tom King Mgmt For For
7 To re-elect Nick Winser Mgmt For For
8 To re-elect Philip Aiken Mgmt For For
9 To re-elect Nora Mead Brownell Mgmt For For
10 To elect Jonathan Dawson Mgmt For For
11 To re-elect Paul Golby Mgmt For For
12 To re-elect Ruth Kelly Mgmt For For
13 To re-elect Maria Richter Mgmt For For
14 To elect Mark Williamson Mgmt For For
15 To re-appoint the auditors Mgmt For For
PricewaterhouseCoopers LLP
16 To authorise the Directors to set the Mgmt For For
auditors' remuneration
17 To approve the Directors' Remuneration Mgmt For For
Report
18 To authorise the Directors to allot Mgmt For For
ordinary shares
19 To disapply pre-emption rights Mgmt For For
20 To authorise the Company to purchase its Mgmt For For
own ordinary shares
21 To authorise the Directors to hold general Mgmt For For
meetings on 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 705020763
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 10-Apr-2014
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1.1 Approval of the Annual Report, the Mgmt For For
financial statements of Nestle S.A. and the
consolidated financial statements of the
Nestle Group for 2013
1.2 Acceptance of the Compensation Report 2013 Mgmt For For
(advisory vote)
2 Release of the members of the Board of Mgmt For For
Directors and of the Management
3 Appropriation of profits resulting from the Mgmt For For
balance sheet of Nestle S.A. (proposed
dividend) for the financial year 2013
4 Revision of the Articles of Association. Mgmt For For
Adaptation to new Swiss Company Law
5.1.1 Re-election to the Board of Directors: Mr Mgmt For For
Peter Brabeck-Letmathe
5.1.2 Re-election to the Board of Directors: Mr Mgmt For For
Paul Bulcke
5.1.3 Re-election to the Board of Directors: Mr Mgmt For For
Andreas Koopmann
5.1.4 Re-election to the Board of Directors: Mr Mgmt For For
Rolf Hanggi
5.1.5 Re-election to the Board of Directors: Mr Mgmt For For
Beat Hess
5.1.6 Re-election to the Board of Directors: Mr Mgmt For For
Daniel Borel
5.1.7 Re-election to the Board of Directors: Mr Mgmt For For
Steven G. Hoch
5.1.8 Re-election to the Board of Directors: Ms Mgmt For For
Naina Lal Kidwai
5.1.9 Re-election to the Board of Directors: Ms Mgmt For For
Titia de Lange
5.110 Re-election to the Board of Directors: Mr Mgmt For For
Jean-Pierre Roth
5.111 Re-election to the Board of Directors: Ms Mgmt For For
Ann M. Veneman
5.112 Re-election to the Board of Directors: Mr Mgmt For For
Henri de Castries
5.113 Re-election to the Board of Directors: Ms Mgmt For For
Eva Cheng
5.2 Election of the Chairman of the Board of Mgmt For For
Directors: Mr Peter Brabeck-Letmathe
5.3.1 Election of the member of the Compensation Mgmt For For
Committee: Mr Beat Hess
5.3.2 Election of the member of the Compensation Mgmt For For
Committee: Mr Daniel Borel
5.3.3 Election of the member of the Compensation Mgmt For For
Committee: Mr Andreas Koopmann
5.3.4 Election of the member of the Compensation Mgmt For For
Committee: Mr Jean-Pierre Roth
5.4 Re-election of the statutory auditors KPMG Mgmt For For
SA, Geneva branch
5.5 Election of the Independent Representative Mgmt For For
Hartmann Dreyer, Attorneys-at-Law
CMMT In the event of a new or modified proposal Non-Voting
by a shareholder during the General
Meeting, I instruct the independent
representative to vote according to the
following instruction: INSTRUCT "FOR" ON
ONE RESOLUTION AMONG 6.1, 6.2 AND 6.3 TO
SHOW WHICH VOTING OPTION YOU CHOOSE IN THE
EVENT OF NEW OR MODIFIED PROPOSALS.
INSTRUCT "CLEAR" ON THE REMAINING TWO
RESOLUTIONS
6.1 Vote in accordance with the proposal of the Mgmt No vote
Board of Directors
6.2 Vote against the proposal of the Board of Shr No vote
Directors
6.3 Abstain Shr For Against
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 704953238
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 25-Feb-2014
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 Approval of the Annual Report, the Mgmt For For
Financial Statements of Novartis AG and the
Group Consolidated Financial Statements for
the Business Year 2013
2 Discharge from Liability of the Members of Mgmt Against Against
the Board of Directors and the Executive
Committee
3 Appropriation of Available Earnings of Mgmt For For
Novartis AG and Declaration of Dividend:
CHF 2.45 per share
4.1 Advisory Vote on Total Compensation for Mgmt Against Against
Members of the Board of Directors from the
Annual General Meeting 2014 to the Annual
General Meeting 2015
4.2 Advisory Vote on Total Compensation for Mgmt For For
Members of the Executive Committee for the
Performance Cycle Ending in 2013
5.1 Re-election of Joerg Reinhardt, Ph.D., and Mgmt For For
election as Chairman of the Board of
Directors
5.2 Re-election of Dimitri Azar, M.D., MBA Mgmt For For
5.3 Re-election of Verena A. Briner, M.D. Mgmt For For
5.4 Re-election of Srikant Datar, Ph.D. Mgmt For For
5.5 Re-election of Ann Fudge Mgmt For For
5.6 Re-election of Pierre Landolt, Ph.D. Mgmt For For
5.7 Re-election of Ulrich Lehner, Ph.D. Mgmt For For
5.8 Re-election of Andreas von Planta, Ph.D. Mgmt For For
5.9 Re-election of Charles L. Sawyers, M.D. Mgmt For For
5.10 Re-election of Enrico Vanni, Ph.D. Mgmt For For
5.11 Re-election of William T. Winters Mgmt For For
6.1 Election of Srikant Datar, Ph.D., as member Mgmt Against Against
of the Compensation Committee
6.2 Election of Ann Fudge as member of the Mgmt For For
Compensation Committee
6.3 Election of Ulrich Lehner, Ph.D., as member Mgmt Against Against
of the Compensation Committee
6.4 Election of Enrico Vanni, Ph.D., as member Mgmt Against Against
of the Compensation Committee
7 Re-election of the Auditor: Mgmt For For
PricewaterhouseCoopers AG
8 Election of lic. iur. Peter Andreas Zahn, Mgmt For For
Advokat, Basel, as the Independent Proxy
9 In the case of ad-hoc/Miscellaneous Mgmt Abstain Against
shareholder motions proposed during the
general meeting, I authorize my proxy to
act as follows in accordance with the board
of directors
--------------------------------------------------------------------------------------------------------------------------
ORKLA ASA, OSLO Agenda Number: 705053786
--------------------------------------------------------------------------------------------------------------------------
Security: R67787102
Meeting Type: AGM
Meeting Date: 10-Apr-2014
Ticker:
ISIN: NO0003733800
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 Opening of the meeting by the Chair of the Mgmt No vote
Board of Directors and election of the
meeting chair. The Board of Directors
proposes that Idar Kreutzer be elected as
meeting chair
2 Approval of the financial statements for Mgmt No vote
2013 for Orkla ASA and the Orkla Group and
the annual report of the Board of
Directors, including approval of a share
dividend for 2013 of NOK 2.50 per share,
except for shares owned by the Group
3.2 Advisory approval of the Board of Mgmt No vote
Directors' 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 Mgmt No vote
incentive arrangements in the coming
financial year
5.ii Authorisation to acquire treasury shares to Mgmt No vote
be utilised to fulfil existing employee
incentive arrangements and incentive
arrangements adopted by the General Meeting
in accordance with item 3.3 of the agenda
5.iii Authorisation to acquire treasury shares Mgmt No vote
for cancellation
6 Minimum notice of an Extraordinary General Mgmt No vote
Meeting
7.1 Election of member of the Board of Mgmt No vote
Directors: Stein Erik Hagen
7.2 Election of member of the Board of Mgmt No vote
Directors: Grace Reksten Skaugen
7.3 Election of member of the Board of Mgmt No vote
Directors: Jo Lunder
7.4 Election of member of the Board of Mgmt No vote
Directors: Ingrid Jonasson Blank
7.5 Election of member of the Board of Mgmt No vote
Directors: Lisbeth Valther Pallesen
7.6 Election of member of the Board of Mgmt No vote
Directors: Lars Dahlgren
7.7 Election of member of the Board of Mgmt No vote
Directors: Nils Selte
8.1 Election of the Chair of the Board of Mgmt No vote
Directors: Stein Erik Hagen
8.2 Election of the Deputy Chair of the Board Mgmt No vote
of Directors: Grace Reksten Skaugen
9.1 Election of member of the Nomination Mgmt No vote
Committee: Leiv Askvig
9.2 Election of member of the Nomination Mgmt No vote
Committee: Anders Christian Stray Ryssdal
9.3 Election of member of the Nomination Mgmt No vote
Committee: Karin Bing Orgland
10 Election of the Chair of the Nomination Mgmt No vote
Committee
11 Remuneration of members of the Board of Mgmt No vote
Directors
12 Approval of the Auditor's fee Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
PEARSON PLC, LONDON Agenda Number: 705067002
--------------------------------------------------------------------------------------------------------------------------
Security: G69651100
Meeting Type: AGM
Meeting Date: 25-Apr-2014
Ticker:
ISIN: GB0006776081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of financial statements Mgmt For For
2 Final dividend Mgmt For For
3 Re-election of David Arculus Mgmt For For
4 Re-election of Vivienne Cox Mgmt For For
5 Re-election of John Fallon Mgmt For For
6 Re-election of Robin Freestone Mgmt For For
7 Re-election of Ken Hydon Mgmt For For
8 Re-election of Josh Lewis Mgmt For For
9 Re-election of Glen Moreno Mgmt For For
10 Re-appointment of Linda Lorimer Mgmt For For
11 Re-appointment of Harish Manwani Mgmt For For
12 Approval of directors remuneration policy Mgmt For For
13 Approval of annual remuneration report Mgmt Against Against
14 Re-appointment of auditor: Mgmt For For
PricewaterhouseCoopers LLP
15 Remuneration of auditors Mgmt For For
16 Allotment of shares Mgmt For For
17 Waiver of pre-emption rights Mgmt For For
18 Authority to purchase own shares Mgmt For For
19 Notice of meetings Mgmt For For
20 Extension of the Worldwide Save for Shares Mgmt For For
Plan
CMMT 16 APR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF AUDITOR NAME IN
RESOLUTION 14. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 933945860
--------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: PEP
ISIN: US7134481081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHONA L. BROWN Mgmt For For
1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY Mgmt For For
1C. ELECTION OF DIRECTOR: IAN M. COOK Mgmt For For
1D. ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD Mgmt For For
1F. ELECTION OF DIRECTOR: RAY L. HUNT Mgmt For For
1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN Mgmt For For
1H. ELECTION OF DIRECTOR: INDRA K. NOOYI Mgmt For For
1I. ELECTION OF DIRECTOR: SHARON PERCY Mgmt For For
ROCKEFELLER
1J. ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
1K. ELECTION OF DIRECTOR: LLOYD G. TROTTER Mgmt For For
1L. ELECTION OF DIRECTOR: DANIEL VASELLA Mgmt For For
1M. ELECTION OF DIRECTOR: ALBERTO WEISSER Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2014.
3. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
4. APPROVAL OF THE MATERIAL TERMS OF THE Mgmt For For
PERFORMANCE GOALS OF THE PEPSICO, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN.
5. POLICY REGARDING APPROVAL OF POLITICAL Shr Against For
CONTRIBUTIONS.
6. POLICY REGARDING EXECUTIVE RETENTION OF Shr For Against
STOCK.
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933946444
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 07-May-2014
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: ANDRE CALANTZOPOULOS Mgmt For For
1C. ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1D. ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1E. ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt Against Against
1F. ELECTION OF DIRECTOR: KALPANA MORPARIA Mgmt For For
1G. ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT B. POLET Mgmt For For
1I. ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1J. ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
2. RATIFICATION OF THE SELECTION OF Mgmt For For
INDEPENDENT AUDITORS
3. ADVISORY VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
4. SHAREHOLDER PROPOSAL 1 - LOBBYING Shr For Against
5. SHAREHOLDER PROPOSAL 2 - ANIMAL TESTING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PHILIPPINE LONG DISTANCE TELEPHONE CO. Agenda Number: 934023576
--------------------------------------------------------------------------------------------------------------------------
Security: 718252604
Meeting Type: Annual
Meeting Date: 10-Jun-2014
Ticker: PHI
ISIN: US7182526043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVAL OF THE AUDITED FINANCIAL Mgmt For For
STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2013 CONTAINED IN THE
COMPANY'S 2013 ANNUAL REPORT.
2. DIRECTOR
MR. A.V. PANGANIBAN Mgmt For For
MR. PEDRO E. ROXAS Mgmt For For
MR. ALFRED V. TY Mgmt For For
MS. HELEN Y. DEE Mgmt For For
ATTY. RAY C. ESPINOSA Mgmt For For
MR. JAMES L. GO Mgmt For For
MR. SETSUYA KIMURA Mgmt For For
MR. N.L. NAZARENO Mgmt For For
MR. M.V. PANGILINAN Mgmt For For
MR. HIDEAKI OZAKI Mgmt For For
MS. MA. L.C. RAUSA-CHAN Mgmt For For
MR. JUAN B. SANTOS Mgmt For For
MR. TONY TAN CAKTIONG Mgmt For For
3. APPROVAL OF AMENDMENT TO THE THIRD ARTICLE Mgmt For For
OF THE ARTICLES OF INCORPORATION TO
INDICATE THAT THE PLACE WHERE THE PRINCIPAL
OFFICE OF THE COMPANY IS TO BE ESTABLISHED
OR LOCATED IS AT RAMON COJUANGCO BUILDING,
MAKATI AVENUE, MAKATI CITY.
--------------------------------------------------------------------------------------------------------------------------
POTASH CORPORATION OF SASKATCHEWAN INC. Agenda Number: 933945377
--------------------------------------------------------------------------------------------------------------------------
Security: 73755L107
Meeting Type: Annual and Special
Meeting Date: 15-May-2014
Ticker: POT
ISIN: CA73755L1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C.M. BURLEY Mgmt For For
D.G. CHYNOWETH Mgmt For For
W.J. DOYLE Mgmt For For
J.W. ESTEY Mgmt For For
G.W. GRANDEY Mgmt For For
C.S. HOFFMAN Mgmt For For
D.J. HOWE Mgmt For For
A.D. LABERGE Mgmt For For
C.E. MADERE Mgmt For For
K.G. MARTELL Mgmt For For
J.J. MCCAIG Mgmt For For
M. MOGFORD Mgmt For For
E. VIYELLA DE PALIZA Mgmt For For
02 THE APPOINTMENT OF DELOITTE LLP AS AUDITORS Mgmt For For
OF THE CORPORATION.
03 THE RESOLUTION (ATTACHED AS APPENDIX B TO Mgmt For For
THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR)
APPROVING THE ADOPTION OF A NEW PERFORMANCE
OPTION PLAN, THE FULL TEXT OF WHICH IS
ATTACHED AS APPENDIX C TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
04 THE ADVISORY RESOLUTION ACCEPTING THE Mgmt For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION DISCLOSED IN THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
--------------------------------------------------------------------------------------------------------------------------
PPL CORPORATION Agenda Number: 933969682
--------------------------------------------------------------------------------------------------------------------------
Security: 69351T106
Meeting Type: Annual
Meeting Date: 21-May-2014
Ticker: PPL
ISIN: US69351T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: FREDERICK M. BERNTHAL Mgmt For For
1B. ELECTION OF DIRECTOR: JOHN W. CONWAY Mgmt For For
1C. ELECTION OF DIRECTOR: PHILIP G. COX Mgmt For For
1D. ELECTION OF DIRECTOR: STEVEN G. ELLIOTT Mgmt For For
1E. ELECTION OF DIRECTOR: LOUISE K. GOESER Mgmt For For
1F. ELECTION OF DIRECTOR: STUART E. GRAHAM Mgmt For For
1G. ELECTION OF DIRECTOR: STUART HEYDT Mgmt For For
1H. ELECTION OF DIRECTOR: RAJA RAJAMANNAR Mgmt For For
1I. ELECTION OF DIRECTOR: CRAIG A. ROGERSON Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM H. SPENCE Mgmt For For
1K. ELECTION OF DIRECTOR: NATICA VON ALTHANN Mgmt For For
1L. ELECTION OF DIRECTOR: KEITH H. WILLIAMSON Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
4. SHAREOWNER PROPOSAL - REQUEST FOR POLITICAL Shr For Against
SPENDING REPORT
5. SHAREOWNER PROPOSAL - SPECIAL SHAREOWNER Shr For Against
MEETINGS
--------------------------------------------------------------------------------------------------------------------------
R.R. DONNELLEY & SONS COMPANY Agenda Number: 933985674
--------------------------------------------------------------------------------------------------------------------------
Security: 257867101
Meeting Type: Annual
Meeting Date: 22-May-2014
Ticker: RRD
ISIN: US2578671016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: THOMAS J. QUINLAN III Mgmt For For
1B. ELECTION OF DIRECTOR: SUSAN M. CAMERON Mgmt For For
1C. ELECTION OF DIRECTOR: RICHARD L. CRANDALL Mgmt For For
1D. ELECTION OF DIRECTOR: SUSAN M. GIANINNO Mgmt For For
1E. ELECTION OF DIRECTOR: JUDITH H. HAMILTON Mgmt For For
1F. ELECTION OF DIRECTOR: JEFFREY M. KATZ Mgmt For For
1G. ELECTION OF DIRECTOR: RICHARD K. PALMER Mgmt For For
1H. ELECTION OF DIRECTOR: JOHN C. POPE Mgmt For For
1I. ELECTION OF DIRECTOR: MICHAEL T. RIORDAN Mgmt For For
1J. ELECTION OF DIRECTOR: OLIVER R. SOCKWELL Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
REGAL ENTERTAINMENT GROUP Agenda Number: 933946191
--------------------------------------------------------------------------------------------------------------------------
Security: 758766109
Meeting Type: Annual
Meeting Date: 07-May-2014
Ticker: RGC
ISIN: US7587661098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
STEPHEN A. KAPLAN Mgmt For For
JACK TYRRELL Mgmt For For
NESTOR R. WEIGAND, JR. Mgmt For For
2. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3. RATIFICATION OF THE AUDIT COMMITTEE'S Mgmt For For
SELECTION OF KPMG LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JANUARY 1, 2015.
--------------------------------------------------------------------------------------------------------------------------
REYNOLDS AMERICAN INC. Agenda Number: 933941759
--------------------------------------------------------------------------------------------------------------------------
Security: 761713106
Meeting Type: Annual
Meeting Date: 08-May-2014
Ticker: RAI
ISIN: US7617131062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF CLASS I DIRECTOR: SUSAN M. Mgmt For For
CAMERON
1B. ELECTION OF CLASS I DIRECTOR: LUC JOBIN Mgmt For For
1C. ELECTION OF CLASS I DIRECTOR: NANA MENSAH Mgmt For For
1D. ELECTION OF CLASS I DIRECTOR: RONALD S. Mgmt For For
ROLFE
1E. ELECTION OF CLASS I DIRECTOR: JOHN J. Mgmt For For
ZILLMER
1F. ELECTION OF CLASS II DIRECTOR: SIR NICHOLAS Mgmt For For
SCHEELE
2. APPROVAL OF THE REYNOLDS AMERICAN INC. Mgmt For For
AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE
COMPENSATION PLAN
3. ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For
OF NAMED EXECUTIVE OFFICERS
4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS
5. SHAREHOLDER PROPOSAL ON DISCLOSURE OF Shr For Against
LOBBYING POLICIES AND PRACTICES
6. SHAREHOLDER PROPOSAL ON ANIMAL TESTING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 933990699
--------------------------------------------------------------------------------------------------------------------------
Security: 780259206
Meeting Type: Annual
Meeting Date: 20-May-2014
Ticker: RDSA
ISIN: US7802592060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. RECEIPT OF ANNUAL REPORT & ACCOUNTS Mgmt For For
2. APPROVAL OF DIRECTORS' REMUNERATION POLICY Mgmt For For
3. APPROVAL OF DIRECTORS' REMUNERATION REPORT Mgmt For For
4. APPOINTMENT OF EULEEN GOH AS A DIRECTOR OF Mgmt For For
THE COMPANY
5. APPOINTMENT OF PATRICIA A. WOERTZ AS A Mgmt For For
DIRECTOR OF THE COMPANY
6. RE-APPOINTMENT OF DIRECTOR: BEN VAN BEURDEN Mgmt For For
7. RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT Mgmt For For
8. RE-APPOINTMENT OF DIRECTOR: SIMON HENRY Mgmt For For
9. RE-APPOINTMENT OF DIRECTOR: CHARLES O. Mgmt For For
HOLLIDAY
10. RE-APPOINTMENT OF DIRECTOR: GERARD Mgmt For For
KLEISTERLEE
11. RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA Mgmt For For
12. RE-APPOINTMENT OF DIRECTOR: SIR NIGEL Mgmt For For
SHEINWALD
13. RE-APPOINTMENT OF DIRECTOR: LINDA G. STUNTZ Mgmt For For
14. RE-APPOINTMENT OF DIRECTOR: HANS WIJERS Mgmt For For
15. RE-APPOINTMENT OF DIRECTOR: GERRIT ZALM Mgmt For For
16. RE-APPOINTMENT OF AUDITORS Mgmt For For
17. REMUNERATION OF AUDITORS Mgmt For For
18. AUTHORITY TO ALLOT SHARES Mgmt For For
19. DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
20. AUTHORITY TO PURCHASE OWN SHARES Mgmt For For
21. APPROVAL OF LONG-TERM INCENTIVE PLAN Mgmt For For
22. APPROVAL OF DEFERRED BONUS PLAN Mgmt For For
23. APPROVAL OF RESTRICTED SHARE PLAN Mgmt For For
24. AUTHORITY FOR CERTAIN DONATIONS AND Mgmt For For
EXPENDITURE
--------------------------------------------------------------------------------------------------------------------------
SANOFI SA, PARIS Agenda Number: 705027654
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: OGM
Meeting Date: 05-May-2014
Ticker:
ISIN: FR0000120578
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT 14 APR 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0312/201403121400621.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0414/201404141401110.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
1 Approval of the annual corporate financial Mgmt For For
statements for the 2013 financial year
2 Approval of the consolidated financial Mgmt For For
statements for the 2013 financial year
3 Allocation of income and setting the Mgmt For For
dividend
4 Agreements and commitments pursuant to Mgmt For For
Articles L.225-38 et seq. of the Commercial
Code
5 Renewal of term of Mr. Christopher Mgmt For For
Viehbacher as Board member
6 Renewal of term of Mr. Robert Castaigne as Mgmt For For
Board member
7 Renewal of term of Mr. Christian Mulliez as Mgmt For For
Board member
8 Appointment of Mr. Patrick Kron as Board Mgmt For For
member
9 Review of the compensation owed or paid to Mgmt For For
Mr. Serge Weinberg, Chairman of the Board
of Directors for the financial year ended
on December 31st, 2013
10 Review of the compensation owed or paid to Mgmt For For
Mr. Christopher Viehbacher, CEO for the
financial year ended on December 31st, 2013
11 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
12 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SCOR SE, PUTEAUX Agenda Number: 705089553
--------------------------------------------------------------------------------------------------------------------------
Security: F15561677
Meeting Type: MIX
Meeting Date: 06-May-2014
Ticker:
ISIN: FR0010411983
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT 18 APR 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL
LINK:https://balo.journal-officiel.gouv.fr/
pdf/2014/0331/201403311400865.pdf. PLEASE
NOTE THAT THIS IS A REVISION DUE TO RECEIPT
OF ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0418/201404181401197.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
O.1 Approval of the reports and corporate Mgmt For For
financial statements for the financial year
ended on December 31st, 2013
O.2 Allocation of income and setting the Mgmt For For
dividend for the financial year ended on
December 31st, 2013
O.3 Approval of the reports and consolidated Mgmt For For
financial statements for the financial year
ended on December 31st, 2013
O.4 Approval of the agreements referred to in Mgmt For For
the Statutory Auditors' special report
pursuant to Articles L.225-38 et seq. of
the Commercial Code
O.5 Review of the compensation owed or paid to Mgmt For For
Mr. Denis Kessler, CEO for the financial
year ended on December 31st, 2013
O.6 Setting the total amount of attendance Mgmt For For
allowances to be allocated to directors
O.7 Renewal of term of Mr. Kevin J. Knoer as Mgmt For For
Director
O.8 Renewal of term of the company EY Audit as Mgmt For For
principal Statutory Auditor
O.9 Renewal of term of the company Mazars as Mgmt For For
principal Statutory Auditor
O.10 Appointment of Mr. Pierre Planchon as Mgmt For For
deputy Statutory Auditor
O.11 Appointment of Mr. Lionel Gotlieb as deputy Mgmt For For
Statutory Auditor
O.12 Authorization granted to the Board of Mgmt For For
Directors to trade in Company's shares
O.13 Powers to carry out all legal formalities Mgmt For For
E.14 Delegation of authority granted to the Mgmt For For
Board of Directors to decide to incorporate
reserves, profits or premiums into the
capital
E.15 Delegation of authority granted to the Mgmt For For
Board of Directors to decide to issue
shares and/or securities giving access to
capital or entitling to a debt security
while maintaining preferential subscription
rights
E.16 Delegation of authority granted to the Mgmt For For
Board of Directors to decide to issue
shares and/or securities giving access to
capital or entitling to a debt security via
public offering with cancellation of
preferential subscription rights
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to decide to issue
shares and/or securities giving access to
capital or entitling to a debt security via
an offer pursuant to Article L.411-2, II of
the Monetary and Financial Code with
cancellation of preferential subscription
rights
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to decide to issue
shares and/or securities giving access to
capital or entitling to a debt security
with cancellation of preferential
subscription rights, in consideration for
shares contributed to the Company in the
context of any public exchange offer
launched by the Company
E.19 Delegation of powers granted to the Board Mgmt For For
of Directors to decide to issue shares
and/or securities giving access to capital
of the Company or entitling to a debt
security, in consideration for in-kind
contributions of securities granted to the
Company limited to 10% of its capital
without preferential subscription rights
E.20 Authorization granted to the Board of Mgmt For For
Directors to increase the number of
securities, in case of capital increase
with or without preferential subscription
rights
E.21 Delegation of authority granted to the Mgmt For For
Board of Directors to issue securities
giving access to capital of the Company
with cancellation of shareholders'
preferential subscription rights in favor
of a category of beneficiaries ensuring the
underwriting of equity securities of the
Company
E.22 Authorization granted to the Board of Mgmt For For
Directors to reduce share capital by
cancellation of treasury shares
E.23 Authorization granted to the Board of Mgmt For For
Directors to grant share subscription
and/or purchase options with cancellation
of shareholders' preferential subscription
rights to employees and executive corporate
officers
E.24 Authorization granted to the Board of Mgmt For For
Directors to allocate free common shares of
the Company with cancellation of
shareholders' preferential subscription
rights to employees and executive corporate
officers
E.25 Delegation of authority to the Board of Mgmt For For
Directors to carry out a share capital
increase by issuing shares reserved for
members of savings plans with cancellation
of preferential subscription rights in
favor of the latter
E.26 Aggregate ceiling on capital increases Mgmt For For
E.27 Powers to carry out all legal formalities. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC, BIRMIMGHAM Agenda Number: 704621019
--------------------------------------------------------------------------------------------------------------------------
Security: G8056D159
Meeting Type: AGM
Meeting Date: 17-Jul-2013
Ticker:
ISIN: GB00B1FH8J72
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Report and Accounts Mgmt For For
2 Declare a final dividend Mgmt For For
3 Approve the Directors remuneration report Mgmt For For
4 Reappoint Tony Ballance Mgmt For For
5 Reappoint Bernard Bulkin Mgmt For For
6 Reappoint Richard Davey Mgmt For For
7 Reappoint Andrew Duff Mgmt For For
8 Reappoint Gordon Fryett Mgmt For For
9 Reappoint Martin Kane Mgmt For For
10 Reappoint Martin Lamb Mgmt For For
11 Reappoint Michael McKeon Mgmt For For
12 Reappoint Baroness Noakes Mgmt For For
13 Reappoint Andy Smith Mgmt For For
14 Reappoint Tony Wray Mgmt For For
15 Reappoint auditors Mgmt For For
16 Authorise directors to determine auditors Mgmt For For
remuneration
17 Authorise political donations Mgmt For For
18 Authorise allotment of shares Mgmt For For
19 Disapply pre-emption rights Mgmt For For
20 Authorise purchase of own shares Mgmt For For
21 Reduce notice period for general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SSE PLC, PERTH Agenda Number: 704618808
--------------------------------------------------------------------------------------------------------------------------
Security: G8842P102
Meeting Type: AGM
Meeting Date: 25-Jul-2013
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Report and Accounts Mgmt For For
2 Approve the Remuneration Report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-appoint Katie Bickerstaffe Mgmt For For
5 Re-appoint Jeremy Beeton Mgmt For For
6 Re-appoint Lord Smith of Kelvin Mgmt For For
7 Re-appoint Gregor Alexander Mgmt For For
8 Re-appoint Alistair Phillips-Davies Mgmt For For
9 Re-appoint Lady Rice Mgmt For For
10 Re-appoint Richard Gillingwater Mgmt For For
11 Re-appoint Thomas Thune Andersen Mgmt For For
12 Appoint KPMG LLP as Auditor Mgmt For For
13 Authorise the Directors to determine the Mgmt For For
Auditor's remuneration
14 Authorise allotment of shares Mgmt For For
15 To disapply pre-emption rights Mgmt For For
16 To empower the Company to purchase its own Mgmt For For
Ordinary Shares
17 To approve 14 days' notice of general Mgmt For For
meetings
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA, STAVANGER Agenda Number: 705233803
--------------------------------------------------------------------------------------------------------------------------
Security: R8413J103
Meeting Type: AGM
Meeting Date: 14-May-2014
Ticker:
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AMENDMENT TO MID Non-Voting
258962 DUE TO CHANGE IN DIRECTORS' NAME IN
RESOLUTION 12.L. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
CMMT PLEASE NOTE THAT THE BOARD OF DIRECTORS Non-Voting
RECOMMENDS THE GENERAL MEETING TO VOTE
AGAINST THE SHAREHOLDER PROPOSALS: 7, 8 AND
19
3 ELECTION OF CHAIR FOR THE MEETING: OLAUG Mgmt No vote
SVARVA
4 APPROVAL OF THE NOTICE AND THE AGENDA Mgmt No vote
5 ELECTION OF TWO PERSONS TO CO-SIGN THE Mgmt No vote
MINUTES TOGETHER WITH THE CHAIR OF THE
MEETING
6 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS Mgmt No vote
FOR STATOIL ASA AND THE STATOIL GROUP FOR
2013, INCLUDING THE BOARD OF DIRECTORS'
PROPOSAL FOR DISTRIBUTION OF DIVIDEND: THE
BOARD OF DIRECTORS PROPOSES A TOTAL
DIVIDEND OF NOK 7.00 PER SHARE FOR 2013.
THE DIVIDEND ACCRUES TO THE SHAREHOLDERS AS
OF 14 MAY 2014, WITH EXPECTED DIVIDEND
PAYMENT ON 28 MAY 2014
7 PROPOSAL SUBMITTED BY A SHAREHOLDER Shr No vote
REGARDING STATOIL'S ACTIVITIES IN CANADA
8 PROPOSAL SUBMITTED BY A SHAREHOLDER Shr No vote
REGARDING STATOIL'S ACTIVITIES IN THE
ARCTIC
9 REPORT ON CORPORATE GOVERNANCE Mgmt No vote
10 DECLARATION ON STIPULATION OF SALARY AND Mgmt No vote
OTHER REMUNERATION FOR EXECUTIVE MANAGEMENT
11 APPROVAL OF REMUNERATION FOR THE COMPANY'S Mgmt No vote
EXTERNAL AUDITOR FOR 2013
12.A ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER OLAUG SVARVA (RE-ELECTION,
NOMINATED AS CHAIR)
12.B ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER IDAR KREUTZER
(RE-ELECTION, NOMINATED AS DEPUTY CHAIR)
12.C ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER KARIN ASLAKSEN
(RE-ELECTION)
12.D ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER GREGER MANNSVERK
(RE-ELECTION)
12.E ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER STEINAR OLSEN
(RE-ELECTION)
12.F ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER INGVALD STROMMEN
(RE-ELECTION)
12.G ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER RUNE BJERKE (RE-ELECTION)
12.H ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER SIRI KALVIG (RE-ELECTION)
12.I ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER BARBRO HAETTA
(RE-ELECTION)
12.J ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER TERJE VENOLD (NEW
ELECTION)
12.K ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER TONE LUNDE BAKKER (NEW
ELECTION)
12.L ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: MEMBER KJERSTI KLEVEN (NEW
MEMBER)
12.1 ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: DEPUTY MEMBER: ARTHUR SLETTEBERG
(RE-ELECTION)
12.2 ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: DEPUTY MEMBER: BASSIM HAJ
(RE-ELECTION)
12.3 ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: DEPUTY MEMBER: NINA KIVIJERVI
JONASSEN (NEW ELECTION)
12.4 ELECTION OF MEMBER TO THE CORPORATE Mgmt No vote
ASSEMBLY: DEPUTY MEMBER: BIRGITTE VARTDAL
(NEW ELECTION)
13 DETERMINATION OF REMUNERATION FOR THE Mgmt No vote
CORPORATE ASSEMBLY
14.A ELECTION OF MEMBER TO THE NOMINATION Mgmt No vote
COMMITTEE: CHAIR OLAUG SVARVA (RE-ELECTION)
14.B ELECTION OF MEMBER TO THE NOMINATION Mgmt No vote
COMMITTEE: MEMBER TOM RATHKE (RE-ELECTION)
14.C ELECTION OF MEMBER TO THE NOMINATION Mgmt No vote
COMMITTEE: MEMBER ELISABETH BERGE WITH
PERSONAL DEPUTY MEMBER JOHAN A. ALSTAD
(RE-ELECTION)
14.D ELECTION OF MEMBER TO THE NOMINATION Mgmt No vote
COMMITTEE: MEMBER TONE LUNDE BAKKER (NEW
ELECTION)
15 DETERMINATION OF REMUNERATION FOR THE Mgmt No vote
NOMINATION COMMITTEE
16 AUTHORISATION TO DISTRIBUTE DIVIDEND BASED Mgmt No vote
ON APPROVED ANNUAL ACCOUNTS FOR 2013
17 AUTHORISATION TO ACQUIRE STATOIL ASA SHARES Mgmt No vote
IN THE MARKET IN ORDER TO CONTINUE
OPERATION OF THE SHARE SAVING PLAN FOR
EMPLOYEES
18 AUTHORISATION TO ACQUIRE STATOIL ASA SHARES Mgmt No vote
IN THE MARKET FOR SUBSEQUENT ANNULMENT
19 PROPOSAL SUBMITTED BY A SHAREHOLDER Shr No vote
REGARDING STATOIL'S ACTIVITIES
--------------------------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB, STOCKHOLM Agenda Number: 704992824
--------------------------------------------------------------------------------------------------------------------------
Security: W90937181
Meeting Type: AGM
Meeting Date: 26-Mar-2014
Ticker:
ISIN: SE0000193120
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRE
APPROVAL FROM MAJORITY OF PARTICIPANTS TO
PASS A RESOLUTION.
CMMT PLEASE NOTE THAT BOARD DOES NOT MAKE ANY Non-Voting
RECOMMENDATION ON RESOLUTIONS 21 AND 22.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED. THANK YOU.
1 Opening of the meeting Non-Voting
2 Election of the chairman of the meeting: Non-Voting
The nomination committee proposes that Mr
Sven Unger should be chairman of the
meeting
3 Establishment and approval of the list of Non-Voting
voters
4 Approval of the agenda Non-Voting
5 Election of two persons to countersign the Non-Voting
minutes
6 Determining whether the meeting has been Non-Voting
duly called
7.a A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a presentation of
the past year's work by the Board and its
committees
7.b A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a speech by the
Group Chief Executive, and any questions
from shareholders to the Board and
management of the Bank
7.c A presentation of the annual accounts and Non-Voting
auditors' report, as well as the
consolidated annual accounts and the
auditors' report for the Group, for 2013.
In connection with this: a presentation of
audit work during 2013
8 Resolutions concerning adoption of the Mgmt For For
income statement and the balance sheet, as
well as the consolidated income statement
and consolidated balance sheet
9 Resolution on the allocation of the Bank's Mgmt For For
profits in accordance with the adopted
balance sheet and also concerning the
record day: The Board proposes a dividend
of SEK 16.50 per share, including an
ordinary dividend of SEK 11.50 per share,
and that Monday, 31 March 2014 be the
record day for the receiving of dividends.
If the meeting resolves in accordance with
the proposal, Euroclear expects to
distribute the dividend on Thursday, 3
April 2014
10 Resolution on release from liability for Mgmt For For
the members of the Board and the Group
Chief Executive for the period referred to
in the financial reports
11 Authorisation for the Board to resolve on Mgmt For For
acquisition and divestment of shares in the
Bank
12 Acquisition of shares in the Bank for the Mgmt For For
Bank's trading book pursuant to Chapter 7,
Section 6 of the Swedish Securities Market
Act
13 The Board's proposal to issue convertible Mgmt For For
bonds to employees
14 Determining the number of members of the Mgmt For For
Board to be appointed by the meeting: The
nomination committee proposes that the
meeting resolve that the Board consist of
ten (10) members
15 Determining the number of auditors to be Mgmt For For
appointed by the meeting: The nomination
committee proposes that the meeting appoint
two registered auditing companies as
auditors
16 Deciding fees for Board members and Mgmt Against Against
auditors, and decision on indemnity
undertaking for Board members
17 Election of the Board members and the Mgmt Against Against
Chairman of the Board: The nomination
committee proposes the re-election of Jon
Fredrik Baksaas, Par Boman, Tommy Bylund,
Jan Johansson, Ole Johansson, Fredrik
Lundberg, Sverker Martin-Lof, Anders Nyren,
Bente Rathe and Charlotte Skog. Lone Fonss
Schroder has declined re-election. In
addition, the nomination committee proposes
the re-election of Anders Nyren as Chairman
of the Board
18 Election of auditors: The nomination Mgmt For For
committee proposes that the meeting
re-elect KPMG AB and Ernst & Young AB as
auditors for the period until the end of
the AGM to be held in 2015. These two
auditing companies have announced that,
should they be elected, they will appoint
the same auditors to be auditors in charge
as in 2013: Mr Stefan Holmstrom (authorised
public accountant) will be appointed as
auditor in charge for KPMG AB, and Mr Erik
Astrom (authorised public accountant) will
be appointed as auditor in charge for Ernst
& Young AB
19 The Board's proposal concerning guidelines Mgmt For For
for compensation to senior management
20 The Board's proposal concerning the Mgmt For For
appointment of auditors in foundations
without own management
21 Shareholder's proposal that the annual Mgmt Against Against
general meeting shall adopt a certain
policy
22 Shareholder's proposal regarding a decision Mgmt Against Against
to take the initiative to establish an
integration institute
23 Closing of the meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN Agenda Number: 705042202
--------------------------------------------------------------------------------------------------------------------------
Security: H8398N104
Meeting Type: AGM
Meeting Date: 07-Apr-2014
Ticker:
ISIN: CH0008742519
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 291331 DUE TO ADDITION OF
RESOLUTION 9. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1.1 Approval of the annual report, financial Mgmt For For
statement of Swisscom LTD and consolidated
financial statement for financial year 2013
1.2 Consultative vote on the remuneration Mgmt For For
report 2013
2 Appropriation of retained earnings 2013 and Mgmt For For
declaration of dividend: Approve Allocation
of Income and Dividends of CHF 22 per Share
3 Discharge of the members of the board of Mgmt For For
directors and the group executive board
4.1 Modification of the articles of Mgmt For For
incorporation, especially to the ordinance
against excessive remuneration in listed
companies (OAER): General modifications to
the articles of incorporation
4.2 Modification of the articles of Mgmt Against Against
incorporation, especially to the ordinance
against excessive remuneration in listed
companies (OAER): Provisions of the
articles of incorporation on remuneration
and approval procedures
4.3 Modification of the articles of Mgmt For For
incorporation, especially to the ordinance
against excessive remuneration in listed
companies (OAER): Further articles of
incorporation provisions according to
Article 12 OAER
5.1 Re-election of Barbara Frei as member to Mgmt For For
the board of directors
5.2 Re-election of Hugo Gerber as member to the Mgmt For For
board of directors
5.3 Re-election of Michel Gobet as member to Mgmt For For
the board of directors
5.4 Re-election of Torsten G. Kreindl as member Mgmt For For
to the board of directors
5.5 Re-election of Catherine Muehlemann as Mgmt For For
member to the board of directors
5.6 Re-election of Theophil Schlatter as member Mgmt For For
to the board of directors
5.7 Election of Frank Esser as member to the Mgmt For For
board of directors
5.8 Re-election of Hansueli Loosli as member to Mgmt For For
the board of directors
5.9 Re-election of Hansueli Loosli as chairman Mgmt For For
as member to the board of directors
6.1 Election of Barbara Frei as remuneration Mgmt For For
committee member
6.2 Election of Torsten G. Kreindl as Mgmt For For
remuneration committee member
6.3 Election of Hansueli Loosli as remuneration Mgmt For For
committee member
6.4 Election of Theophil Schlatter as Mgmt For For
remuneration committee member
6.5 Election of Hans Werder as remuneration Mgmt For For
committee member
7 Election of the independent proxy: Reber Mgmt For For
Rechtsanwaelte
8 Re-election of the statutory auditors: KPMG Mgmt For For
AG
9 Additional and/or counter-proposals Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 705254390
--------------------------------------------------------------------------------------------------------------------------
Security: T9471R100
Meeting Type: MIX
Meeting Date: 27-May-2014
Ticker:
ISIN: IT0003242622
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 318182 DUE TO RECEIPT OF SLATES
FOR DIRECTORS' AND AUDITORS' NAMES. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_203913.PDF
E.1 PROPOSAL, AS PER ART. 2367 OF THE ITALIAN Mgmt Against Against
CIVIL CODE FROM CASSA DEPOSITI E PRESTITI
S.P.A., CONCERNING REASONS FOR DIRECTORS'
INELIGIBILITY OR DECADENCE AND REQUIREMENTS
OF HONORABILITY. TO AMEND ART. 15.1 (BOARD
OF DIRECTORS AND REQUIREMENTS OF
HONORABILITY, PROFESSIONALISM AND
INDEPENDENCE) AND REPLACEMENT OF ART. 15.2
(BOARD OF DIRECTORS AND REQUIREMENTS OF
HONORABILITY)
E.2 TO ADJUST TO ARTICLES 4.1 (COMPANY OBJECT), Mgmt For For
10 (PARTICIPATION TO SHAREHOLDERS'
MEETING), 14.3 (BOARD OF DIRECTORS'
APPOINTMENT), 15.5 (EXECUTIVE DIRECTORS)AND
26.2 (EFFECTIVE AND TEMPORARY AUDITORS) OF
THE BY-LAWS CONSEQUENT TO RESOLUTIONS OF
AEEG NO. ARG/COM 153/11 AND 142/2013/R/EEL
WITH WHICH AEGG REGULATED THE PROCEDURES OF
CERTIFICATION OF THE MANAGER OF ELECTRIC
ENERGY TRANSMISSION AND ADOPTED THE FINAL
DECISION OF TERNA S.P.A. CERTIFICATION, AS
'TRANSMISSION SYSTEM MANAGER'
O.1 BALANCE SHEET AS OF 31 DECEMBER 2013. BOARD Mgmt For For
OF DIRECTORS, INTERNAL AND EXTERNAL
AUDITORS' REPORTS. RELATED RESOLUTIONS.
CONSOLIDATED BALANCE SHEET AS OF 31
DECEMBER 2013
O.2 PROFIT ALLOCATION Mgmt For For
O.3 TO STATE BOARD OF DIRECTORS' NUMBER AND Mgmt For For
TERM OF OFFICE
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS BOARD OF DIRECTORS,
THERE IS ONLY 1 SLATE 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 SLATE OF THE 2
SLATES. THANK YOU.
O.4.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr No vote
PROPOSAL:TO APPOINT DIRECTORS: LIST
PRESENTED BY CASSA DEPOSITI E PRESTITI
S.P.A., REPRESENTING 29.851PCT OF THE
COMPANY STOCK CAPITAL:-CATIA
BASTIOLI-MATTEO DEL FANTE-SIMONA CAMERANO
-CARLO GANDOLFO CERAMI-FABIO
CORSICO-STEFANO SAGLIA
O.4.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr For Against
PROPOSAL:TO APPOINT DIRECTORS: LIST
PRESENTED BY ANIMA SGR S.P.A., ARCA SGR
S.P.A., EURIZON CAPITAL SGR S.P.A., EURIZON
CAPITAL SA, ETICA SGR S.P.A., FIDEURAM
ASSET MANAGEMENT (IRELAND) LIMITED,
FIDEURAM INVESTIMENTI SGR S.P.A., GENERALI
INVESTMENTS EUROPE S.P.A. SGR, INTERFUND
SICAV, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGRPA, APG ASSET
MANAGEMENT NV, MEDIOLANUM GESTIONE FONDI
SGR S.P.A. E MEDIOLANUM INTERNATIONAL FUNDS
LIMITED, REPRESENTING 3.37PCT OF THE
COMPANY STOCK CAPITAL:-CESARE CALARI
-GABRIELLA PORCELLI-LUCA DEL FABBRO
O.5 TO APPOINT BOARD OF DIRECTORS' CHAIRMAN Mgmt For For
O.6 TO STATE BOARD OF DIRECTORS' EMOLUMENT Mgmt For For
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
OPTIONS TO INDICATE A PREFERENCE ON THIS
RESOLUTION, ONLY ONE CAN BE SELECTED. THE
STANDING INSTRUCTIONS FOR THIS MEETING WILL
BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY 1 OF THE 2
OPTIONS BELOW, YOUR OTHER VOTES MUST BE
EITHER AGAINST OR ABSTAIN. THANK YOU.
O.7.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr Against For
PROPOSAL: TO APPOINT INTERNAL AUDITORS:
LIST PRESENTED BY CASSA DEPOSITI E PRESTITI
S.P.A., REPRESENTING 29.851PCT OF THE
COMPANY STOCK CAPITAL: EFFECTIVE
AUDITORS-VINCENZO SIMONE-MARIA ALESSANDRA
ZUNINO DE PIGNIER ALTERNATE AUDITORS-RENATA
MARIA RICOTTI-CESARE FELICE MANTEGAZZA
O.7.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' Shr For Against
PROPOSAL: TO APPOINT INTERNAL AUDITORS:
LIST PRESENTED BY ANIMA SGR S.P.A., ARCA
SGR S.P.A., EURIZON CAPITAL SGR S.P.A.,
EURIZON CAPITAL SA, ETICA SGR S.P.A.,
FIDEURAM ASSET MANAGEMENT (IRELAND)
LIMITED, FIDEURAM INVESTIMENTI SGR S.P.A.,
GENERALI INVESTMENTS EUROPE S.P.A. SGR,
INTERFUND SICAV, PIONEER ASSET MANAGEMENT
SA, PIONEER INVESTMENT MANAGEMENT SGRPA,
APG ASSET MANAGEMENT NV, MEDIOLANUM
GESTIONE FONDI SGR S.P.A. E MEDIOLANUM
INTERNATIONAL FUNDS LIMITED, REPRESENTING
3.37PCT OF THE COMPANY STOCK CAPITAL:
EFFECTIVE AUDITOR -RICCARDO ENRICO MARIA
SCHIOPPO ALTERNATE AUDITOR-RAFFAELLA
ANNAMARIA PAGANI
O.8 TO STATE INTERNAL AUDITORS' EMOLUMENT Mgmt For For
O.9 RESOLUTIONS CONCERNING EMOLUMENT OF Mgmt For For
DIRECTORS WITH POWERS AS PER ITEM 5
QUINQUIES OF ART. 23 BIS OF LEGISLATIVE
DECREE NO. 201/2011 (CONVERTED WITH
AMENDMENTS OF ART. 1, COMMA 1, LEGISLATIVE
DECREE NO. 214/2011) INTRODUCED BY ART. 84
TER, ITEM 1, OF THE LEGISLATIVE DECREE NO.
69/2013 (CONVERTED WITH AMENDMENTS INTO
LEGISLATIVE DECREE NO. 98/2013)
O.10 YEARLY REWARDING REPORT: CONSULTATION ON Mgmt Against Against
REWARDING POLICY AS PER ART. 123 TER, ITEM
6, OF THE LEGISLATIVE DECREE NO. 58/1998
--------------------------------------------------------------------------------------------------------------------------
TECO ENERGY, INC. Agenda Number: 933927331
--------------------------------------------------------------------------------------------------------------------------
Security: 872375100
Meeting Type: Annual
Meeting Date: 30-Apr-2014
Ticker: TE
ISIN: US8723751009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: JAMES L. FERMAN, JR. Mgmt For For
1.2 ELECTION OF DIRECTOR: EVELYN V. FOLLIT Mgmt For For
1.3 ELECTION OF DIRECTOR: JOHN B. RAMIL Mgmt For For
1.4 ELECTION OF DIRECTOR: TOM L. RANKIN Mgmt For For
1.5 ELECTION OF DIRECTOR: WILLIAM D. ROCKFORD Mgmt For For
1.6 ELECTION OF DIRECTOR: PAUL L. WHITING Mgmt For For
2 RATIFICATION OF THE SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT AUDITOR FOR 2014.
3 ADVISORY APPROVAL OF THE COMPANY'S Mgmt Against Against
EXECUTIVE COMPENSATION.
4 APPROVAL OF THE MATERIAL TERMS FOR PAYMENT Mgmt For For
OF PERFORMANCE-BASED ANNUAL INCENTIVE
COMPENSATION UNDER THE COMPANY'S ANNUAL
INCENTIVE PLAN.
5 APPROVAL OF PERFORMANCE CRITERIA UNDER THE Mgmt For For
COMPANY'S 2010 EQUITY INCENTIVE PLAN, AS
AMENDED.
6 APPROVAL OF THE SHAREHOLDER PROPOSAL Shr For Against
REQUESTING ISSUANCE OF A POLITICAL
CONTRIBUTIONS REPORT AS DESCRIBED IN THE
PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
TELSTRA CORPORATION LTD, MELBOURNE VIC Agenda Number: 704706603
--------------------------------------------------------------------------------------------------------------------------
Security: Q8975N105
Meeting Type: AGM
Meeting Date: 15-Oct-2013
Ticker:
ISIN: AU000000TLS2
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 4 AND 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
PROPOSALS. BY VOTING (FOR OR AGAINST) ON
PROPOSALS (4 AND 5), YOU ACKNOWLEDGE THAT
YOU HAVE NOT OBTAINED BENEFIT NEITHER
EXPECT TO OBTAIN BENEFIT BY THE PASSING OF
THE RELEVANT PROPOSALS AND YOU COMPLY WITH
THE VOTING EXCLUSION.
3.a Election of Director: Mr Chin Hu Lim Mgmt For For
3.b Re-election of Director: Dr Nora Mgmt For For
Scheinkestel
4 Grant of Performance Rights Mgmt For For
5 Remuneration Report Mgmt For For
CMMT 09 OCT 13: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN THE RECORD DATE
FROM 13 OCT 13 TO 11 OCT 13. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933928256
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 23-Apr-2014
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For
1B. ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt For For
1C. ELECTION OF DIRECTOR: ANA BOTIN Mgmt For For
1D. ELECTION OF DIRECTOR: HOWARD G. BUFFETT Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD M. DALEY Mgmt For For
1F. ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For
1G. ELECTION OF DIRECTOR: HELENE D. GAYLE Mgmt For For
1H. ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
1I. ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
1J. ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
1K. ELECTION OF DIRECTOR: ROBERT A. KOTICK Mgmt For For
1L. ELECTION OF DIRECTOR: MARIA ELENA Mgmt For For
LAGOMASINO
1M. ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
1N. ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
1O. ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
2. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
3. APPROVAL OF THE COCA-COLA COMPANY 2014 Mgmt For For
EQUITY PLAN
4. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
5. SHAREOWNER PROPOSAL REGARDING AN Shr For Against
INDEPENDENT BOARD CHAIRMAN
--------------------------------------------------------------------------------------------------------------------------
THE DOW CHEMICAL COMPANY Agenda Number: 933951786
--------------------------------------------------------------------------------------------------------------------------
Security: 260543103
Meeting Type: Annual
Meeting Date: 15-May-2014
Ticker: DOW
ISIN: US2605431038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ARNOLD A. ALLEMANG Mgmt For For
1B. ELECTION OF DIRECTOR: AJAY BANGA Mgmt For For
1C. ELECTION OF DIRECTOR: JACQUELINE K. BARTON Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES A. BELL Mgmt For For
1E. ELECTION OF DIRECTOR: JEFF M. FETTIG Mgmt For For
1F. ELECTION OF DIRECTOR: ANDREW N. LIVERIS Mgmt For For
1G. ELECTION OF DIRECTOR: PAUL POLMAN Mgmt For For
1H. ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1I. ELECTION OF DIRECTOR: JAMES M. RINGLER Mgmt For For
1J. ELECTION OF DIRECTOR: RUTH G. SHAW Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF THE AMENDED AND RESTATED 2012 Mgmt For For
STOCK INCENTIVE PLAN.
5. STOCKHOLDER PROPOSAL ON STOCKHOLDER ACTION Shr For Against
BY WRITTEN CONSENT.
6. STOCKHOLDER PROPOSAL ON EXECUTIVE STOCK Shr For Against
RETENTION.
--------------------------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda Number: 933980737
--------------------------------------------------------------------------------------------------------------------------
Security: 842587107
Meeting Type: Annual
Meeting Date: 28-May-2014
Ticker: SO
ISIN: US8425871071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: J.P. BARANCO Mgmt For For
1B. ELECTION OF DIRECTOR: J.A. BOSCIA Mgmt For For
1C. ELECTION OF DIRECTOR: H.A. CLARK III Mgmt For For
1D. ELECTION OF DIRECTOR: T.A. FANNING Mgmt For For
1E. ELECTION OF DIRECTOR: D.J. GRAIN Mgmt For For
1F. ELECTION OF DIRECTOR: V.M. HAGEN Mgmt For For
1G. ELECTION OF DIRECTOR: W.A. HOOD, JR. Mgmt For For
1H. ELECTION OF DIRECTOR: L.P. HUDSON Mgmt For For
1I. ELECTION OF DIRECTOR: D.M. JAMES Mgmt For For
1J. ELECTION OF DIRECTOR: D.E. KLEIN Mgmt For For
1K. ELECTION OF DIRECTOR: W.G. SMITH, JR. Mgmt For For
1L. ELECTION OF DIRECTOR: S.R. SPECKER Mgmt For For
1M. ELECTION OF DIRECTOR: E.J. WOOD III Mgmt Against Against
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICERS' COMPENSATION
4. STOCKHOLDER PROPOSAL ON AN INDEPENDENT Shr For Against
BOARD CHAIR
--------------------------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda Number: 933995891
--------------------------------------------------------------------------------------------------------------------------
Security: 887317303
Meeting Type: Annual
Meeting Date: 13-Jun-2014
Ticker: TWX
ISIN: US8873173038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: JAMES L. BARKSDALE Mgmt For For
1B. ELECTION OF DIRECTOR: WILLIAM P. BARR Mgmt For For
1C. ELECTION OF DIRECTOR: JEFFREY L. BEWKES Mgmt For For
1D. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH Mgmt For For
1E. ELECTION OF DIRECTOR: ROBERT C. CLARK Mgmt For For
1F. ELECTION OF DIRECTOR: MATHIAS DOPFNER Mgmt For For
1G. ELECTION OF DIRECTOR: JESSICA P. EINHORN Mgmt For For
1H. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1I. ELECTION OF DIRECTOR: FRED HASSAN Mgmt For For
1J. ELECTION OF DIRECTOR: KENNETH J. NOVACK Mgmt For For
1K. ELECTION OF DIRECTOR: PAUL D. WACHTER Mgmt For For
1L. ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITOR.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. SHAREHOLDER PROPOSAL ON INDEPENDENT Shr Against For
CHAIRMAN OF THE BOARD.
--------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE Agenda Number: 705121197
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 16-May-2014
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 282282 DUE TO ADDITION OF
RESOLUTIONS A, B, C, D AND E. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
http://www.journal-officiel.gouv.fr//pdf/20
14/0407/201404071400940.pdf
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
O.1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED ON
DECEMBER 31, 2013
O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED ON
DECEMBER 31, 2013
O.3 ALLOCATION OF INCOME AND SETTING THE Mgmt For For
DIVIDEND
O.4 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO TRADE IN THE COMPANY'S SHARES
O.5 RENEWAL OF TERM OF MRS. PATRICIA BARBIZET Mgmt For For
AS BOARD MEMBER
O.6 RENEWAL OF TERM OF MRS. MARIE-CHRISTINE Mgmt For For
COISNE-ROQUETTE AS BOARD MEMBER
O.7 RENEWAL OF TERM OF MR. PAUL DESMARAIS, JR. Mgmt Against Against
AS BOARD MEMBER
O.8 RENEWAL OF TERM OF MRS. BARBARA KUX AS Mgmt For For
BOARD MEMBER
O.9 REVIEWING THE ELEMENTS OF COMPENSATION OWED Mgmt For For
OR PAID TO MR. CHRISTOPHE DE MARGERIE, CEO,
FOR THE FINANCIAL YEAR ENDED ON DECEMBER
31, 2013
E.10 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE CAPITAL
WHILE MAINTAINING THE SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS EITHER BY
ISSUING COMMON SHARES AND/OR ANY SECURITIES
GIVING ACCESS TO CAPITAL OF THE COMPANY, OR
BY INCORPORATING RESERVES, PROFITS,
PREMIUMS OR OTHERWISE
E.11 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE CAPITAL
EITHER BY ISSUING COMMON SHARES OR ANY
SECURITIES GIVING ACCESS TO CAPITAL WITH
THE CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS
E.12 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE NUMBER
OF SECURITIES TO BE ISSUED, IN CASE OF
CAPITAL INCREASE WITHOUT SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.13 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS TO INCREASE CAPITAL EITHER BY
ISSUING COMMON SHARES OR ANY SECURITIES
GIVING ACCESS TO CAPITAL, IN CONSIDERATION
FOR IN-KIND CONTRIBUTIONS GRANTED TO THE
COMPANY, WITH THE WAIVER BY SHAREHOLDERS OF
THEIR PREFERENTIAL SUBSCRIPTION RIGHT TO
SHARES ISSUED AS CONSIDERATION FOR
CONTRIBUTIONS IN KIND
E.14 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE CAPITAL
PURSUANT TO ARTICLES L.3332-18 ET SEQ. OF
THE CODE OF LABOR, WITH THE WAIVER BY
SHAREHOLDERS OF THEIR PREFERENTIAL
SUBSCRIPTION RIGHT TO SHARES ISSUED DUE TO
THE SUBSCRIPTION FOR SHARES BY EMPLOYEES OF
THE GROUP
E.15 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS TO CARRY OUT CAPITAL INCREASES
RESERVED FOR CATEGORIES OF BENEFICIARIES AS
PART OF A TRANSACTION RESERVED FOR
EMPLOYEES WITH THE CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS
E.16 AUTHORIZATION TO ALLOCATE BONUS SHARES OF Mgmt Against Against
THE COMPANY TO EMPLOYEES OF THE GROUP AND
CORPORATE OFFICERS OF THE COMPANY OR
COMPANIES OF THE GROUP, WITH THE WAIVER BY
SHAREHOLDERS OF THEIR PREFERENTIAL
SUBSCRIPTION RIGHT TO SHARES ISSUED IN
FAVOR OF BENEFICIARIES OF SHARE ALLOCATIONS
E.17 AMENDMENT TO ARTICLE 11 OF THE BYLAWS FOR Mgmt For For
THE PURPOSE OF ESTABLISHING THE TERMS OF
APPOINTMENT OF THE BOARD
MEMBER(S)REPRESENTING EMPLOYEES UNDER THE
ACT OF JUNE 14TH, 2013 ON SECURING
EMPLOYMENT, AND INTEGRATING TECHNICAL
AMENDMENTS ON SOME PROVISIONS RELATING TO
BOARD MEMBERS REPRESENTING EMPLOYEE
SHAREHOLDERS
E.18 AMENDMENT TO ARTICLE 12 OF THE BYLAWS TO Mgmt For For
BRING THE AGE LIMIT OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS TO 70
E.19 AMENDMENT TO ARTICLE 15 OF THE BYLAWS TO Mgmt For For
BRING THE AGE LIMIT OF THE GENERAL MANAGER
TO 67
E.20 AMENDMENT TO ARTICLE 17 OF THE BYLAWS TO Mgmt For For
COMPLY WITH THE ORDINANCE OF DECEMBER 9TH,
2010 TRANSPOSING THE EUROPEAN DIRECTIVE ON
SHAREHOLDERS' RIGHTS TO BE REPRESENTED BY
ANY PERSON OF THEIR CHOICE AT GENERAL
MEETINGS
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: DISTRIBUTION OF A
QUARTERLY NEWSLETTER BY EMPLOYEES DIRECTORS
AND DIRECTOR REPRESENTING EMPLOYEE
SHAREHOLDERS
B PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: COMPONENTS OF
REMUNERATION OF CORPORATE OFFICERS AND
EMPLOYEES RELATED TO INDUSTRIAL SAFETY
INDICATORS
C PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: ESTABLISHING
INDIVIDUAL SHAREHOLDING
D PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: INCLUDING THE
EMPLOYEE DIRECTOR OR EMPLOYEES DIRECTORS IN
THE ORGANIZATION OF THE BOARD OF DIRECTORS
E PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: DISTRIBUTION OF
ATTENDANCE ALLOWANCES
--------------------------------------------------------------------------------------------------------------------------
UNILEVER PLC, LONDON Agenda Number: 705094491
--------------------------------------------------------------------------------------------------------------------------
Security: G92087165
Meeting Type: AGM
Meeting Date: 14-May-2014
Ticker:
ISIN: GB00B10RZP78
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 Mgmt For For
DECEMBER 2013
2 APPROVAL OF THE DIRECTORS' REMUNERATION Mgmt For For
POLICY
3 APPROVAL OF THE DIRECTORS' REMUNERATION Mgmt For For
REPORT (EXCLUDING THE DIRECTORS'
REMUNERATION POLICY)
4 RE-ELECTION OF EXECUTIVE DIRECTOR: MR P G J Mgmt For For
M POLMAN
5 RE-ELECTION OF EXECUTIVE DIRECTOR: MR R J-M Mgmt For For
S HUET
6 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MRS Mgmt For For
L M CHA
7 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: Mgmt For For
PROFESSOR L O FRESCO
8 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MS A Mgmt For For
M FUDGE
9 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: DR B Mgmt For For
E GROTE
10 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MS M Mgmt For For
MA
11 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MS H Mgmt For For
NYASULU
12 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: THE Mgmt For For
RT HON SIR MALCOLM RIFKIND MP
13 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MR J Mgmt For For
RISHTON
14 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MR K Mgmt For For
J STORM
15 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MR M Mgmt For For
TRESCHOW
16 RE-ELECTION OF NON-EXECUTIVE DIRECTOR: MR P Mgmt For For
S WALSH
17 ELECTION OF NON-EXECUTIVE DIRECTOR: MR F Mgmt For For
SIJBESMA
18 TO APPOINT KPMG LLP AS AUDITOR OF THE Mgmt For For
COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE MEMBERS
19 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITOR
20 DIRECTORS' AUTHORITY TO ISSUE SHARES Mgmt For For
21 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
22 COMPANY'S AUTHORITY TO PURCHASE ITS OWN Mgmt For For
SHARES
23 POLITICAL DONATIONS AND EXPENDITURE Mgmt For For
24 THAT A GENERAL MEETING OTHER THAN AN ANNUAL Mgmt For For
GENERAL MEETING MAY BE CALLED ON NOT LESS
THAN 14 CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 704624522
--------------------------------------------------------------------------------------------------------------------------
Security: G92755100
Meeting Type: AGM
Meeting Date: 26-Jul-2013
Ticker:
ISIN: GB00B39J2M42
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the financial statements and the Mgmt For For
reports of the directors and auditor for
the year ended 31 March 2013
2 To declare a final dividend of 22.88p per Mgmt For For
ordinary share
3 To approve the directors' remuneration Mgmt For For
report for the year ended 31 March 2013
4 To reappoint Dr John McAdam as a director Mgmt For For
5 To reappoint Steve Mogford as a director Mgmt For For
6 To reappoint Russ Houlden as a director Mgmt For For
7 To reappoint Dr Catherine Bell as a Mgmt For For
director
8 To elect Brian May as a director Mgmt For For
9 To reappoint Nick Salmon as a director Mgmt For For
10 To reappoint Sara Weller as a director Mgmt For For
11 To appoint KPMG LLP as the auditor Mgmt For For
12 To authorise the directors to set the Mgmt For For
auditor's remuneration
13 To authorise the directors to allot shares Mgmt For For
14 To disapply statutory pre-emption rights Mgmt For For
15 To authorise the company to make market Mgmt For For
purchases of its own shares
16 To approve the rules of the United Mgmt For For
Utilities Group PLC long term plan 2013
17 To authorise the directors to call general Mgmt For For
meetings on not less than 14 clear days'
notice
18 To authorise political donations and Mgmt For For
political expenditure
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC, NEW YORK, NY Agenda Number: 705041971
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: AGM
Meeting Date: 01-May-2014
Ticker:
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect Director Shellye L. Archambeau Mgmt For For
1.2 Elect Director Richard L. Carrion Mgmt For For
1.3 Elect Director Melanie L. Healey Mgmt For For
1.4 Elect Director M. Frances Keeth Mgmt For For
1.5 Elect Director Robert W. Lane Mgmt For For
1.6 Elect Director Lowell C. McAdam Mgmt For For
1.7 Elect Director Donald T. Nicolaisen Mgmt For For
1.8 Elect Director Clarence Otis, Jr. Mgmt For For
1.9 Elect Director Rodney E. Slater Mgmt For For
1.10 Elect Director Kathryn A. Tesija Mgmt For For
1.11 Elect Director Gregory D. Wasson Mgmt For For
2 Ratification of Appointment of Independent Mgmt For For
Registered Public Accounting Firm
3 Advisory Vote to Approve Executive Mgmt For For
Compensation
4 Proposal to Implement Proxy Access Mgmt For For
5 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Network Neutrally
6 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Lobbying Activities
7 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Severance Approval
Policy
8 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Shareholder Right to
Call a Special Meeting
9 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Shareholder Right to
Act by Written Consent
10 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Proxy Voting
Authority
CMMT 26 MAR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE MODIFICATION OF TEXT OF
RESOLUTION 6. 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
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933908735
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Special
Meeting Date: 28-Jan-2014
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. APPROVE THE ISSUANCE OF UP TO APPROXIMATELY Mgmt For For
1.28 BILLION SHARES OF VERIZON COMMON STOCK
TO VODAFONE ORDINARY SHAREHOLDERS IN
CONNECTION WITH VERIZON'S ACQUISITION OF
VODAFONE'S INDIRECT 45% INTEREST IN VERIZON
WIRELESS
2. APPROVE AN AMENDMENT TO ARTICLE 4(A) OF Mgmt For For
VERIZON'S RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE VERIZON'S
AUTHORIZED SHARES OF COMMON STOCK BY 2
BILLION SHARES TO AN AGGREGATE OF 6.25
BILLION AUTHORIZED SHARES OF COMMON STOCK
3. APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For
MEETING TO SOLICIT ADDITIONAL VOTES AND
PROXIES IF THERE ARE INSUFFICIENT VOTES AT
THE TIME OF THE SPECIAL MEETING TO APPROVE
THE ABOVE PROPOSALS
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933936607
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 01-May-2014
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHELLYE L. ARCHAMBEAU Mgmt For For
1B. ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1C. ELECTION OF DIRECTOR: MELANIE L. HEALEY Mgmt For For
1D. ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1E. ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM 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: RODNEY E. SLATER Mgmt For For
1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA Mgmt For For
1K. ELECTION OF DIRECTOR: GREGORY D. WASSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. PROPOSAL TO IMPLEMENT PROXY ACCESS Mgmt For For
5. NETWORK NEUTRALITY Shr For Against
6. LOBBYING ACTIVITIES Shr For Against
7. SEVERANCE APPROVAL POLICY Shr For Against
8. SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
9. SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shr For Against
10. PROXY VOTING AUTHORITY Shr Against For
--------------------------------------------------------------------------------------------------------------------------
VINCI SA, RUEIL MALMAISON Agenda Number: 705009834
--------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: MIX
Meeting Date: 15-Apr-2014
Ticker:
ISIN: FR0000125486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT 26 MAR 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0307/201403071400438.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0326/201403261400737.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
O.1 Approval of the consolidated financial Mgmt For For
statements for the financial year ended on
December 31, 2013
O.2 Approval of the annual corporate financial Mgmt For For
statements for the financial year ended on
December 31, 2013
O.3 Allocation of income for the financial year Mgmt For For
ended on December 31, 2013
O.4 Renewal of term of Mr. Xavier Huillard as Mgmt Against Against
board member for a four-year period
O.5 Renewal of term of Mr. Yves-Thibault de Mgmt For For
Silguy as board member for a four-year
period
O.6 Renewal of term of Mr. Henri Saint Olive as Mgmt For For
board member for a four-year period
O.7 Renewal of term of Qatari Diar Real Estate Mgmt For For
Investment Company as board member for a
four-year period
O.8 Appointment of Mrs. Marie-Christine Mgmt For For
Lombardas board member for a four-year
period
O.9 Renewing the delegation of powers to the Mgmt For For
board of directors to allow the company to
purchase its own shares
O.10 Approval of the commitments made by the Mgmt For For
company in favor of Mr. Xavier Huillard
regarding retirement
O.11 Approval of the commitment made by the Mgmt Against Against
company in favor of Mr. Xavier Huillard
regarding compensation for termination of
his term of office
O.12 Approval of the service agreement entered Mgmt Against Against
into between VINCI and the company
YTSeuropaconsultants
O.13 Review of the components of the Mgmt For For
compensation owed or paid to the
Chairman-CEO for the 2013 financial year
E.14 Renewing the authorization granted to the Mgmt For For
board of directors to reduce share capital
by cancellation of VINCI shares by the
company
E.15 Delegation of authority to the board of Mgmt Against Against
directors to carry out capital increases
reserved for employees of the company and
companies of the VINCI group as part of
savings plans
E.16 Delegation of authority granted to the Mgmt Against Against
board of directors to carry out capital
increases reserved for a category of
beneficiaries in order to provide employees
of certain foreign subsidiaries benefits
similar to those offered to employees
directly or indirectly participating in an
employee shareholding funds (FCPE) through
a savings plan with cancellation of
preferential subscription rights
E.17 Amendment to article 11 of the bylaws Mgmt For For
"board of directors" in order to establish
the terms to appoint directors representing
employees pursuant to the provisions of
June 14, 2013 act regarding employment
security
E.18 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA, PARIS Agenda Number: 705255405
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 24-Jun-2014
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT 30 MAY 2014: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
014/0505/201405051401583.pdf. PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
TO TEXT OF RESOLUTION O.7 AND RECEIPT OF
ADDITIONAL URL:
http://www.journal-officiel.gouv.fr//pdf/20
14/0530/201405301402624.pdf.IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
O.1 APPROVAL OF THE REPORTS AND ANNUAL Mgmt For For
CORPORATE FINANCIAL STATEMENTS FOR THE 2013
FINANCIAL YEAR
O.2 APPROVAL OF THE REPORTS AND CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL
YEAR
O.3 APPROVAL OF THE SPECIAL REPORT OF THE Mgmt For For
STATUTORY AUDITORS ON THE REGULATED
AGREEMENTS AND COMMITMENTS
O.4 ALLOCATION OF INCOME FOR THE 2013 FINANCIAL Mgmt For For
YEAR, DISTRIBUTION OF THE DIVIDEND AT EUR 1
PER SHARE BY ALLOCATING SHARE PREMIUMS, AND
SETTING THE PAYMENT DATE
O.5 ADVISORY REVIEW ON THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. JEAN-FRANCOIS DUBOS, CHAIRMAN
OF THE EXECUTIVE BOARD FOR THE 2013
FINANCIAL YEAR
O.6 ADVISORY REVIEW ON THE COMPENSATION OWED OR Mgmt For For
PAID TO MR. PHILIPPE CAPRON, EXECUTIVE
BOARD MEMBER (UNTIL DECEMBER 31ST, 2013)
FOR THE 2013 FINANCIAL YEAR
O.7 RENEWAL OF TERM OF MRS. ALIZA JABES AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.8 RENEWAL OF TERM OF MR. DANIEL CAMUS AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.9 APPOINTMENT OF MRS. KATIE JACOBS STANTON AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.10 APPOINTMENT OF MRS. VIRGINIE MORGON AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.11 APPOINTMENT OF MR. PHILIPPE BENACIN AS Mgmt For For
SUPERVISORY BOARD MEMBER
O.12 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO ALLOW THE COMPANY TO PURCHASE ITS
OWN SHARES
E.13 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO REDUCE SHARE CAPITAL BY
CANCELLATION OF SHARES
E.14 AUTHORIZATION GRANTED TO THE EXECUTIVE Mgmt For For
BOARD TO CARRY OUT THE ALLOTMENT OF FREE
SHARES EXISTING OR TO BE ISSUED,
CONDITIONAL OR NOT, TO EMPLOYEES OF THE
COMPANY AND AFFILIATED COMPANIES AND
CORPORATE OFFICERS WITHOUT SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS IN CASE OF
ALLOTMENT OF NEW SHARES
E.15 DELEGATION GRANTED TO THE EXECUTIVE BOARD Mgmt For For
TO DECIDE TO INCREASE SHARE CAPITAL IN
FAVOR OF EMPLOYEES AND RETIRED EMPLOYEES
WHO ARE PARTICIPATING IN A GROUP SAVINGS
PLAN WITH CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.16 DELEGATION GRANTED TO THE EXECUTIVE BOARD Mgmt For For
TO DECIDE TO INCREASE SHARE CAPITAL IN
FAVOR OF EMPLOYEES OF FOREIGN SUBSIDIARIES
OF VIVENDI WHO ARE PARTICIPATING IN A GROUP
SAVINGS PLAN AND TO IMPLEMENT ANY SIMILAR
PLAN WITH CANCELLATION OF SHAREHOLDERS'
PREFERENTIAL SUBSCRIPTION RIGHTS
E.17 ESTABLISHING THE TERMS AND CONDITIONS FOR Mgmt For For
APPOINTING SUPERVISORY BOARD MEMBERS
REPRESENTING EMPLOYEES IN COMPLIANCE WITH
THE PROVISIONS OF ACT OF JUNE 14TH, 2013
RELATING TO EMPLOYMENT SECURITY AND
CONSEQUENTIAL AMENDMENT TO ARTICLE 8 OF THE
BYLAWS " SUPERVISORY BOARD MEMBERS ELECTED
BY EMPLOYEES
E.18 POWERS TO CARRY OUT ALL FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704601512
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 23-Jul-2013
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Accept Financial Statements and Statutory Mgmt For For
Reports
2 Re-elect Gerard Kleisterlee as Director Mgmt For For
3 Re-elect Vittorio Colao as Director Mgmt For For
4 Re-elect Andy Halford as Director Mgmt For For
5 Re-elect Stephen Pusey as Director Mgmt For For
6 Re-elect Renee James as Director Mgmt For For
7 Re-elect Alan Jebson as Director Mgmt For For
8 Re-elect Samuel Jonah as Director Mgmt For For
9 Elect Omid Kordestani as Director Mgmt For For
10 Re-elect Nick Land as Director Mgmt For For
11 Re-elect Anne Lauvergeon as Director Mgmt For For
12 Re-elect Luc Vandevelde as Director Mgmt For For
13 Re-elect Anthony Watson as Director Mgmt For For
14 Re-elect Philip Yea as Director Mgmt For For
15 Approve Final Dividend Mgmt For For
16 Approve Remuneration Report Mgmt For For
17 Reappoint Deloitte LLP as Auditors Mgmt For For
18 Authorise the Audit and Risk Committee to Mgmt For For
Fix Remuneration of Auditors
19 Authorise Issue of Equity with Pre-emptive Mgmt For For
Rights
20 Authorise Issue of Equity without Mgmt For For
Pre-emptive Rights
21 Authorise Market Purchase of Ordinary Mgmt For For
Shares
22 Authorise EU Political Donations and Mgmt For For
Expenditure
23 Authorise the Company to Call EGM with Two Mgmt For For
Weeks' Notice
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704896565
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: CRT
Meeting Date: 28-Jan-2014
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting
VOTE OPTION FOR THIS MEETING TYPE. PLEASE
CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY.
SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS
MEETING THEN YOUR VOTE WILL BE DISREGARDED
BY THE ISSUER OR ISSUERS AGENT.
1 To approve the proposed Scheme referred to Mgmt For For
in the Circular dated on or about 10
December 2013
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 704896541
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: OGM
Meeting Date: 28-Jan-2014
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve the Verizon Wireless Transaction Mgmt For For
and the Vodafone Italy Transaction
2 To approve the New Articles of Association, Mgmt For For
the Capital Reductions, the Return of Value
and the Share Consolidation and certain
related matters pursuant to the Scheme
3 To authorise the Company to purchase Its Mgmt For For
own shares
4 To authorise the Directors to take all Mgmt For For
necessary and appropriate actions in
relation to Resolutions 1-3
--------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC. Agenda Number: 933944476
--------------------------------------------------------------------------------------------------------------------------
Security: 94106L109
Meeting Type: Annual
Meeting Date: 13-May-2014
Ticker: WM
ISIN: US94106L1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: BRADBURY H. ANDERSON Mgmt For For
1B. ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Mgmt For For
1C. ELECTION OF DIRECTOR: PATRICK W. GROSS Mgmt For For
1D. ELECTION OF DIRECTOR: VICTORIA M. HOLT Mgmt For For
1E. ELECTION OF DIRECTOR: JOHN C. POPE Mgmt For For
1F. ELECTION OF DIRECTOR: W. ROBERT REUM Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID P. STEINER Mgmt For For
1H. ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG, LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2014.
3. APPROVAL OF OUR EXECUTIVE COMPENSATION. Mgmt For For
4. APPROVAL OF OUR 2014 STOCK INCENTIVE PLAN. Mgmt For For
5. STOCKHOLDER PROPOSAL REGARDING DISCLOSURE Shr For Against
OF POLITICAL CONTRIBUTIONS, IF PROPERLY
PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933937089
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 29-Apr-2014
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B) ELECTION OF DIRECTOR: ELAINE L. CHAO Mgmt For For
1C) ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1D) ELECTION OF DIRECTOR: LLOYD H. DEAN Mgmt For For
1E) ELECTION OF DIRECTOR: SUSAN E. ENGEL Mgmt For For
1F) ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, Mgmt For For
JR.
1G) ELECTION OF DIRECTOR: DONALD M. JAMES Mgmt For For
1H) ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1I) ELECTION OF DIRECTOR: FEDERICO F. PENA Mgmt For For
1J) ELECTION OF DIRECTOR: JAMES H. QUIGLEY Mgmt For For
1K) ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1L) ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M) ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1N) ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE Mgmt For For
EXECUTIVE COMPENSATION.
3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2014.
4. ADOPT A POLICY TO REQUIRE AN INDEPENDENT Shr Against For
CHAIRMAN.
5. REVIEW AND REPORT ON INTERNAL CONTROLS OVER Shr For Against
THE COMPANY'S MORTGAGE SERVICING AND
FORECLOSURE PRACTICES.
--------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP, SYDNEY NSW Agenda Number: 704845176
--------------------------------------------------------------------------------------------------------------------------
Security: Q97417101
Meeting Type: AGM
Meeting Date: 13-Dec-2013
Ticker:
ISIN: AU000000WBC1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2, 3, 4A AND 4B AND VOTES CAST BY
ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSALS 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
PROPOSALS. BY VOTING (FOR OR AGAINST) ON
THE ABOVE MENTIONED PROPOSALS, YOU
ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED
BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE RELEVANT PROPOSALS AND
YOU COMPLY WITH THE VOTING EXCLUSION.
2 Remuneration Report Mgmt For For
3 Grant of equity to the Chief Executive Mgmt For For
Officer
4.a Selective buy-back of Westpac Stapled Mgmt For For
Preferred Securities II: Buy-back on
Mandatory Conversion Date
4.b Selective buy-back of Westpac Stapled Mgmt For For
Preferred Securities II: Buy-back before
Mandatory Conversion Date
5.a Re-election of Elizabeth Bryan as a Mgmt For For
Director
5.b Re-election of Peter Hawkins as a Director Mgmt For For
5.c Election of Ewen Crouch as a Director Mgmt For For
5.d Election of Peter Marriott as a Director Mgmt For For
6 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Election of David
Barrow as a Director
CMMT 06 DEC 13: DELETION OF COMMENT Non-Voting
CMMT 06 DEC 13: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DELETION OF 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.
--------------------------------------------------------------------------------------------------------------------------
WM MORRISON SUPERMARKETS PLC, BRADFORD Agenda Number: 705184113
--------------------------------------------------------------------------------------------------------------------------
Security: G62748119
Meeting Type: AGM
Meeting Date: 05-Jun-2014
Ticker:
ISIN: GB0006043169
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE STRATEGIC Mgmt For For
REPORT, THE DIRECTORS' REPORT AND AUDITED
FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED
2 FEBRUARY 2014
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT (OTHER THAN THE PART CONTAINING THE
DIRECTORS' REMUNERATION POLICY) FOR THE 52
WEEKS ENDED 2 FEBRUARY 2014
3 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
POLICY WHICH IS CONTAINED IN THE DIRECTORS'
REMUNERATION REPORT
4 TO DECLARE A FINAL DIVIDEND OF 9.16P PER Mgmt For For
SHARE PAYABLE ON 11 JUNE 2014 TO ORDINARY
SHAREHOLDERS ON THE REGISTER OF MEMBERS AT
THE CLOSE OF BUSINESS ON 9 MAY 2014
5 TO RE-ELECT SIR IAN GIBSON AS A DIRECTOR Mgmt For For
6 TO RE-ELECT DALTON PHILIPS AS A DIRECTOR Mgmt For For
7 TO RE-ELECT TREVOR STRAIN AS A DIRECTOR Mgmt For For
8 TO RE-ELECT PHILIP COX AS A DIRECTOR Mgmt For For
9 TO RE-ELECT RICHARD GILLINGWATER AS A Mgmt For For
DIRECTOR
10 TO RE-ELECT PENNY HUGHES AS A DIRECTOR Mgmt For For
11 TO RE-ELECT JOHANNA WATEROUS AS A DIRECTOR Mgmt For For
12 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS OF THE COMPANY TO HOLD OFFICE FROM
THE CONCLUSION OF THIS MEETING UNTIL THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE
THE COMPANY
13 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITORS
14 THAT THE COMPANY BE GENERALLY AND Mgmt For For
UNCONDITIONALLY AUTHORISED FOR THE PURPOSES
OF SECTION 701 OF THE COMPANIES ACT 2006
(THE "ACT") TO MAKE MARKET PURCHASES (AS
DEFINED IN SECTION 693(4) OF THE ACT) ON
THE LONDON STOCK EXCHANGE OF ORDINARY
SHARES OF 10P EACH IN THE CAPITAL OF THE
COMPANY ("ORDINARY SHARES") ON SUCH TERMS
AS THE DIRECTORS SEE FIT PROVIDED THAT: (I)
THE MAXIMUM AGGREGATE NUMBER OF ORDINARY
SHARES HEREBY AUTHORISED TO BE PURCHASED IS
233,506,772 ORDINARY SHARES (II) THE
MINIMUM PRICE (EXCLUDING EXPENSES) WHICH
MAY BE PAID FOR EACH ORDINARY SHARE IS ITS
PAR VALUE (III) THE MAXIMUM PRICE
(EXCLUDING EXPENSES) WHICH MAY BE PAID FOR
EACH ORDINARY SHARE IS AN AMOUNT EQUAL TO
THE HIGHER OF (A) 5% ABOVE THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR THE
ORDINARY SHARES AS DERIVED FROM THE DAILY
OFFICIAL LIST OF THE CONTD
CONT CONTD LONDON STOCK EXCHANGE PLC FOR THE 5 Non-Voting
BUSINESS DAYS BEFORE THE PURCHASE IS MADE
AND (B) THE VALUE OF AN ORDINARY SHARE
CALCULATED ON THE BASIS OF THE HIGHER OF
THE PRICE QUOTED FOR THE LAST INDEPENDENT
TRADE AND THE HIGHEST CURRENT INDEPENDENT
BID FOR ANY NUMBER OF ORDINARY SHARES ON
THE TRADING VENUE WHERE THE PURCHASE IS
CARRIED OUT (IV) THE AUTHORITY HEREBY
CONFERRED SHALL EXPIRE AT THE CONCLUSION OF
THE NEXT ANNUAL GENERAL MEETING OR, IF
EARLIER, ON 30 JUNE 2015 (UNLESS RENEWED,
VARIED OR REVOKED BY THE COMPANY PRIOR TO
OR ON THAT DATE); AND (V) THE COMPANY MAY
MAKE A CONTRACT TO PURCHASE ITS OWN SHARES
UNDER THE AUTHORITY HEREBY CONFERRED PRIOR
TO THE EXPIRY OF SUCH AUTHORITY AND MAY
AFTER SUCH EXPIRY MAKE A PURCHASE OF ITS
OWN SHARES IN PURSUANCE OF SUCH CONTRACT AS
IF THIS AUTHORITY HAD NOT EXPIRED
15 THAT THE DIRECTORS BE GENERALLY AND Mgmt For For
UNCONDITIONALLY AUTHORISED IN ACCORDANCE
WITH SECTION 551 OF THE COMPANIES ACT 2006
(THE "ACT"), IN SUBSTITUTION FOR ALL
EXISTING AUTHORITIES TO THE EXTENT UNUSED,
TO EXERCISE ALL POWERS OF THE COMPANY TO
ALLOT RELEVANT SECURITIES (AS DEFINED IN
THE ACT) UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 77,000,000, PROVIDED THAT THIS
AUTHORITY SHALL, EXPIRE AT THE CONCLUSION
OF THE NEXT ANNUAL GENERAL MEETING OR, IF
EARLIER, ON 30 JUNE 2015 (UNLESS RENEWED,
VARIED OR REVOKED BY THE COMPANY PRIOR TO
OR ON THAT DATE), SAVE THAT THE COMPANY
MAY, BEFORE SUCH EXPIRY, MAKE AN OFFER OR
AGREEMENT WHICH WOULD OR MIGHT REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED AFTER
SUCH EXPIRY AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES IN PURSUANCE OF SUCH
OFFER OR AGREEMENT AS IF THE AUTHORITY
CONFERRED BY THIS CONTD
CONT CONTD RESOLUTION HAD NOT EXPIRED Non-Voting
16 THAT, SUBJECT TO THE PASSING OF RESOLUTION Mgmt For For
15 ABOVE, THE DIRECTORS BE GIVEN THE
GENERAL POWER PURSUANT TO SECTIONS 570(1)
AND 573 OF THE COMPANIES ACT 2006 (THE
"ACT") TO ALLOT EQUITY SECURITIES (AS
DEFINED BY SECTION 560 OF THE ACT) OF THE
COMPANY FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 15 ABOVE OR SELL
RELEVANT SECURITIES (AS DEFINED IN THE ACT)
HELD BY THE COMPANY AS TREASURY SHARES FOR
CASH, IN EITHER SUCH CASE AS IF SECTION 561
OF THE ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, PROVIDED THAT THIS POWER
SHALL BE LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES FOR CASH AND THE SALE OF
TREASURY SHARES FOR CASH: (I) IN CONNECTION
WITH OR PURSUANT TO AN OFFER OR INVITATION
IN FAVOUR OF HOLDERS OF ORDINARY SHARES IN
PROPORTION (AS NEARLY AS PRACTICABLE) TO
THE RESPECTIVE NUMBER OF ORDINARY SHARES
CONTD
CONT CONTD HELD BY THEM ON THE RECORD DATE FOR Non-Voting
SUCH ALLOTMENT OF SALE (AND HOLDERS OF ANY
OTHER CLASS OF EQUITY SECURITIES ENTITLED
TO PARTICIPATE THEREIN OR IF THE DIRECTORS
CONSIDER IT NECESSARY, AS PERMITTED BY THE
RIGHTS OF THOSE SECURITIES) BUT SUBJECT TO
SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS
THE DIRECTORS MAY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH FRACTIONAL
ENTITLEMENTS, TREASURY SHARES, RECORD DATES
OR LEGAL, REGULATORY OR PRACTICAL
DIFFICULTIES WHICH MAY ARISE UNDER THE LAWS
OF OR THE REQUIREMENTS OF ANY REGULATORY
BODY OR STOCK EXCHANGE IN ANY TERRITORY OR
ANY OTHER MATTER WHATSOEVER AND (II)
(OTHERWISE THAN PURSUANT TO PARAGRAPH (I)
OF THIS RESOLUTION 16) UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 11,600,000, AND SHALL
EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING OR, IF EARLIER, ON 30 JUNE
2015 CONTD
CONT CONTD UNLESS RENEWED, VARIED OR REVOKED BY Non-Voting
THE COMPANY PRIOR TO OR ON SUCH DATE) SAVE
THAT THE COMPANY MAY, BEFORE SUCH EXPIRY,
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR
MIGHT REQUIRE EQUITY SECURITIES TO BE
ALLOTTED FOR CASH, OR TREASURY SHARES SOLD
AFTER SUCH EXPIRY AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES IN PURSUANCE OF ANY
SUCH OFFER OR AGREEMENT NOTWITHSTANDING
THAT THE POWER CONFERRED BY THIS RESOLUTION
HAS EXPIRED
17 THAT A GENERAL MEETING, OTHER THAN AN Mgmt For For
ANNUAL GENERAL MEETING, MAY BE CALLED ON
NOT LESS THAN 14 CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
YARA INTERNATIONAL ASA, OSLO Agenda Number: 705152736
--------------------------------------------------------------------------------------------------------------------------
Security: R9900C106
Meeting Type: AGM
Meeting Date: 05-May-2014
Ticker:
ISIN: NO0010208051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING.
CMMT BLOCKING SHOULD ALWAYS BE APPLIED, RECORD Non-Voting
DATE OR NOT.
1 OPENING OF THE AGM, APPROVAL OF MEETING Mgmt No vote
NOTICE AND AGENDA
2 ELECTION OF CHAIRPERSON AND A PERSON TO Mgmt No vote
CO-SIGN THE MINUTES. THE BOARD PROPOSES
THAT KETIL E. BOE, PARTNER IN THE LAW FIRM
WIKBORG, REIN AND CO IS ELECTED AS
CHAIRPERSON
3 APPROVAL OF THE ANNUAL ACCOUNTS AND THE Mgmt No vote
ANNUAL REPORT FOR 2013 FOR YARA
INTERNATIONAL ASA AND THE GROUP, INCLUDING
DISTRIBUTION OF DIVIDENDS. THE BOARD
PROPOSES THAT A DIVIDEND OF NOK 10 PER
SHARE IS PAID FOR THE FINANCIAL YEAR 2013
4 STATEMENT REGARDING DETERMINATION OF SALARY Mgmt No vote
AND OTHER REMUNERATION TO THE EXECUTIVE
MANAGEMENT OF THE COMPANY
5 REPORT ON CORPORATE GOVERNANCE Mgmt No vote
6 AUDITOR'S FEES FOR 2013 Mgmt No vote
7 REMUNERATION TO THE MEMBERS OF THE BOARD, Mgmt No vote
MEMBERS OF THE COMPENSATION COMMITTEE AND
MEMBERS OF THE AUDIT COMMITTEE FOR THE
PERIOD UNTIL THE NEXT ANNUAL GENERAL
MEETING
8 REMUNERATION TO THE MEMBERS OF THE Mgmt No vote
NOMINATION COMMITTEE FOR THE PERIOD UNTIL
THE NEXT ANNUAL GENERAL MEETING
9 ELECTION OF MEMBERS OF THE BOARD :LEIF Mgmt No vote
TEKSUM, HILDE MERETE AASHEIM, HILDE BAKKEN
,GEIR ISAKSEN ,JOHN THUESTAD
10 ELECTION OF MEMBERS OF THE NOMINATION Mgmt No vote
COMMITTEE :TOM KNOFF (CHAIR) ,THORUNN
KATHRINE BAKKE ,ANN KRISTIN BRAUTASET ,ANNE
CARINE TANUM
11 CHANGES TO THE ARTICLES OF ASSOCIATION Mgmt No vote
REGARDING RETIREMENT AGE FOR MEMBERS OF THE
BOARD OF DIRECTORS
12 CAPITAL REDUCTION BY CANCELLATION OF OWN Mgmt No vote
SHARES AND BY REDEMPTION OF SHARES HELD ON
BEHALF OF THE NORWEGIAN STATE BY THE
MINISTRY OF TRADE, INDUSTRY AND FISHERIES
13 POWER OF ATTORNEY TO THE BOARD REGARDING Mgmt No vote
ACQUISITION OF OWN SHARES
CMMT 15 APR 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF DIRECTOR AND
NOMINATION COMMITTEE NAMES. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
* 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/ Andrew G. Arnott
Name Andrew G. Arnott
Title President
Date 08/19/2014