UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21547
NAME OF REGISTRANT: CALAMOS GLOBAL TOTAL RETURN
FUND
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court
Naperville, IL 60563-2787
NAME AND ADDRESS OF AGENT FOR SERVICE: John P. Calamos, Sr., President
Calamos Advisors LLC
2020 Calamos Court
Naperville, IL 60563-2787
REGISTRANT'S TELEPHONE NUMBER: (630)245-7200
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011
Calamos Global Total Return Fund
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ABB LTD Agenda Number: 702941522
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Security: H0010V101
Meeting Type: AGM
Meeting Date: 29-Apr-2011
Ticker:
ISIN: CH0012221716
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Take No Action
ID 814047 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting Take No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Take No Action
MEETING NOTICE SENT UNDER MEETING 750820, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting Take No Action
VOTE 'IN FAVOR' OR 'ABSTAIN' FOR ALL THE RESOLUTIONS.
THANK YOU.
2.1 Approval of the annual report, the consolidated Mgmt Take No Action
financial statements, and the annual financial
statements for 2010
2.2 Consultative vote on the 2010 remuneration report Mgmt Take No Action
3 Discharge of the Board of Directors and the Mgmt Take No Action
persons entrusted with management
4 Appropriation of available earnings and conversion Mgmt Take No Action
of capital contribution reserve
5 Creation of additional contingent share capital Mgmt Take No Action
in connection with employee participation
6 Renewal of authorized share capital Mgmt Take No Action
7.1.1 Re-election to the Board of Directors: Roger Mgmt Take No Action
Agnelli
7.1.2 Re-election to the Board of Directors: Louis Mgmt Take No Action
R. Hughes
7.1.3 Re-election to the Board of Directors: Hans Mgmt Take No Action
Ulrich Marki
7.1.4 Re-election to the Board of Directors: Michel Mgmt Take No Action
de Rosen
7.1.5 Re-election to the Board of Directors: Michael Mgmt Take No Action
Treschow
7.1.6 Re-election to the Board of Directors: Jacob Mgmt Take No Action
Wallenberg
7.1.7 Re-election to the Board of Directors: Hubertus Mgmt Take No Action
von Grunberg
7.2 Election to the Board of Directors: Ying Yeh Mgmt Take No Action
8 Re-election of the auditors: Ernst & Young AG Mgmt Take No Action
9 Ad-hoc Motions Mgmt Take No Action
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ACERGY SA, LUXEMBOURG Agenda Number: 702729065
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Security: L00306AB3
Meeting Type: EGM
Meeting Date: 20-Dec-2010
Ticker:
ISIN: XS0267243417
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 The sole purpose of the meeting is to appoint Mgmt Take No Action
Mr. Bob Long as the ninth director of the Board
of Subsea 78.A
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting Take No Action
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting Take No Action
OF INFORMATION MEETING 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.
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AFFILIATED MANAGERS GROUP, INC. Agenda Number: 933428585
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Security: 008252108
Meeting Type: Annual
Meeting Date: 31-May-2011
Ticker: AMG
ISIN: US0082521081
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SAMUEL T. BYRNE Mgmt For For
DWIGHT D. CHURCHILL Mgmt For For
SEAN M. HEALEY Mgmt For For
HAROLD J. MEYERMAN Mgmt For For
WILLIAM J. NUTT Mgmt For For
RITA M. RODRIGUEZ Mgmt For For
PATRICK T. RYAN Mgmt For For
JIDE J. ZEITLIN Mgmt For For
02 TO APPROVE THE 2011 STOCK OPTION AND INCENTIVE Mgmt For For
PLAN.
03 TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION Mgmt For For
PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT
PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING
THE COMPENSATION DISCUSSION AND ANALYSIS AND
COMPENSATION TABLES.
04 TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY Mgmt 1 Year For
OF AN ADVISORY VOTE TO APPROVE THE COMPENSATION
OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
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ALCON, INC. Agenda Number: 933310512
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Security: H01301102
Meeting Type: Special
Meeting Date: 16-Aug-2010
Ticker: ACL
ISIN: CH0013826497
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): JACQUES SEYDOUX
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ALCON, INC. Agenda Number: 933315170
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Security: H01301102
Meeting Type: Special
Meeting Date: 16-Aug-2010
Ticker: ACL
ISIN: CH0013826497
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): ENRICO VANNI
1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): NORMAN WALKER
1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): PAUL CHOFFAT
1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): URS BAERLOCHER
1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against
(CONDITIONAL RESOLUTION AS SET FORTH IN THE
INVITATION): JACQUES SEYDOUX
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AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 933420058
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Security: 026874784
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: AIG
ISIN: US0268747849
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ROBERT H. BENMOSCHE Mgmt For For
1B ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1C ELECTION OF DIRECTOR: JOHN H. FITZPATRICK Mgmt For For
1D ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Mgmt For For
1E ELECTION OF DIRECTOR: DONALD H. LAYTON Mgmt For For
1F ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH Mgmt For For
1G ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Mgmt Against Against
1H ELECTION OF DIRECTOR: GEORGE L. MILES, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HENRY S. MILLER Mgmt For For
1J ELECTION OF DIRECTOR: ROBERT S. MILLER Mgmt For For
1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1L ELECTION OF DIRECTOR: MORRIS W. OFFIT Mgmt For For
1M ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For
1N ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND Mgmt For For
02 TO APPROVE A NON-BINDING SHAREHOLDER RESOLUTION Mgmt For For
ON EXECUTIVE COMPENSATION
03 TO AMEND AIG'S AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO RESTRICT CERTAIN TRANSFERS
OF AIG COMMON STOCK IN ORDER TO PROTECT AIG'S
TAX ATTRIBUTES
04 TO RATIFY THE AMERICAN INTERNATIONAL GROUP, Mgmt For For
INC. TAX ASSET PROTECTION PLAN
05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2011
06 SHAREHOLDER PROPOSAL RELATING TO RESTRICTING Shr Against For
HEDGING TRANSACTIONS
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ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 702901681
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Security: B6399C107
Meeting Type: MIX
Meeting Date: 26-Apr-2011
Ticker:
ISIN: BE0003793107
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE
REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
A.1 Proposal to replace the words "the last Tuesday Mgmt Take No Action
of April" in the first paragraph of Article
24 with the words "the last Wednesday of April"
A.2 Proposal to add the following new paragraph Mgmt Take No Action
at the end of Article 22:"The Company is authorised
to deviate from the provisions of Article 520ter,
indents 1 and 2, of the Companies Code, in
respect of any persons falling within the scope
of such provisions."
A.3a Entry into force of the modifications to the Mgmt Take No Action
Articles of Association resulting from the
law on the exercise of certain rights of shareholders
in listed companies: Proposal to resolve (i)
that the modifications to the Articles of Association
provided for in items 3 (b) to 3 (g) shall
(a) be made under the condition precedent that
a law implementing Directive 2007/36/EC on
the exercise of certain rights of shareholders
in listed companies (the ''Law'') is published
in the Belgian State Gazette and (b) enter
into force on the date, if any, on which the
Law (as may be amended, supplemented or implemented
by any law or regulation) provides that such
modifications enter into force and, in case
the Law (as may be amended, supplemented or
implemented by any law or regulation) does
not provide such a date, such modifications
will enter into force on the date on which
the Law enters into force; and (ii) that the
provisions of the articles of association that
are the object of modification by items 3 (b)
to 3 (g) below (a) will remain in force until
the corresponding modifications to the articles
of association enter into force and (b) will
be, for these purposes, set out at the end
of the articles of association as transitional
provisions; it being understood that the above
proposed resolution shall not be submitted
to the vote of the Extraordinary General Meeting
of Shareholders in the event that the Law is
published before the Extraordinary General
Meeting which will effectively deliberate upon
this item
A.3.b Modification to Article 24 - Meetings: Proposal Mgmt Take No Action
to delete the words ''The Body convening a
meeting shall designate the places where the
certified statement of blocking of dematerialised
shares is to be deposited'' in the third paragraph
of Article 24 and to add the following paragraph
at the end of Article 24: ''Working days shall
mean all days of the week with the exception
of Saturdays, Sundays and legal public holidays
in Belgium.''
A.3.c Modification to Article 25 - Admission to Shareholders' Mgmt Take No Action
Meetings: Proposal to replace Article 25 as
follows: ''a) Conditions of admission to Shareholders'
Meetings: In order to have the right to participate
in and vote at the Meeting, shareholders must:
(i) have the ownership of their shares recorded
in their name, as at midnight Central European
Time on the fourteenth (14th) calendar day
preceding the date of the Meeting (the ''record
date''): - through registration in the register
of the registered shares of the company, for
holders of registered shares; or- through book-entry
in the accounts of an authorised account holder
or clearing organisation, for holders of dematerialised
shares. Holders of bearer shares must first
convert their bearer shares into registered
or dematerialized shares; and (ii) notify the
company (or the person designated by the company)
by returning a signed original paper form or,
if permitted by the company in the notice convening
the Shareholders Meeting, by sending a form
electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
at the latest on the sixth (6th) calendar day
preceding the day of the Meeting, of their
intention to participate in the Meeting, indicating
the number of shares in respect of which they
intend to do so. In addition, the holders of
dematerialised shares must, at the latest on
the same day, provide the company (or the person
designated by the company), or arrange for
the company (or the person designated by the
company) to be provided, with an original certificate
issued by an authorised account holder or a
clearing organisation certifying the number
of shares owned on the record date by the relevant
shareholder and for which it has notified its
intention to participate in the Meeting. An
issuer of certificates relating to registered
shares must notify its capacity of issuer to
the company, which will record such capacity
in the register of such shares. An issuer which
refrains from notifying this capacity to the
company can only vote at a Shareholders' Meeting
if the written notification indicating its
intention to participate in that Shareholders''
Meeting specifies its capacity of issuer. An
issuer of certificates linked to dematerialised
shares must notify its capacity of issuer to
the company before exercising any vote, at
the latest through the written notification
indicating its intention to participate in
the Shareholders' Meeting, failing which such
shares cannot participate in voting. b) Proxies
and powers of attorney: Any shareholder with
the right to vote may either personally participate
in the Meeting or give a proxy to another person,
who need not be a shareholder, to represent
it at a Shareholders' Meeting. A shareholder
may designate, for a given meeting, only one
person as proxy holder, except in circumstances
where Belgian law allows the designation of
multiple proxy holders. The appointment of
a proxy holder may take place in paper form
or electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
through a form which shall be made available
by the company. The signed original paper form
or electronic form must be received by the
company at the latest on the sixth (6th) calendar
day preceding the date of the Meeting. Any
appointment of a proxy holder shall comply
with relevant requirements of applicable Belgian
law in terms of conflicting interests, record
keeping and any other applicable requirement.
c) Formalities for admission: Prior to the
Meeting, the shareholders or their proxies
are required to sign an attendance sheet, indicating
their first name, last name, and place of residence
or corporate denomination and registered office,
as well as the number of shares in respect
of which they are participating in the Meeting.
Representatives of legal entities must provide
the documents evidencing their capacity as
bodies or special proxy holders. The natural
persons, shareholders, bodies or proxy holders
who take part in the Shareholders' Meeting
must be able to prove their identity. d) Other
securities: The holders of profit sharing certificates,
non-voting shares, bonds, subscription rights
or other securities issued by the company,
as well as the holders of certificates issued
with the assistance of the company and representing
securities issued by the latter, may participate
in the Shareholders' Meeting insofar as the
law entitles them to do so, and, as the case
may be, gives them the right to participate
in voting. If they propose to participate,
they are subject to the same formalities concerning
admission and access, and forms and filing
of proxies, as those imposed on the shareholders.''
A.3.d Modification to Article 26 BIS - Vote by correspondence: Mgmt Take No Action
Proposal to rename Article 26BIS''''Remote
Voting Before The Shareholders' Meeting''
and to replace it as follows: ''Any shareholder
may vote remotely before the Meeting, by sending
a paper form or, if permitted by the company
in the notice convening the Shareholders' Meeting,
by sending a form electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), through a form which shall be
made available by the company.The original
signed paper form must be received by the company
at the latest on the sixth (6th) calendar day
preceding the date of the Meeting. Voting through
the sending of the signed electronic form may
occur until the calendar day before the date
of the Meeting. The company may also organise
a remote vote before the Meeting through other
electronic communication methods, such as,
among others, through one or several Web sites.
It shall specify the practical terms of any
such remote vote in the convening notice. The
company will ensure that, when arranging remote
electronic voting before the Shareholders'
Meeting, either through the sending of an electronic
form or through other electronic communication
methods, the company is able, through the system
used, to control the identity and capacity
as shareholder of each person casting a vote
electronically. Shareholders voting remotely,
must, in order for their vote to be taken into
account for the calculation of the quorum and
voting majority, comply with the conditions
set out in Article25.''
A.3.e Modification to Article 28 - Deliberations: Mgmt Take No Action
Proposal to rename Article 28 ''Agenda And
Deliberations'' and to replace the first paragraph
with the following paragraphs: ''The Shareholders'
Meeting may deliberate only the business on
its agenda. One or more shareholders representing
at least 3% of the capital of the company may
request for items to be added to the agenda
and submit resolution proposals in relation
to existing agenda items or new items to be
added to the agenda provided that they prove
holding of such shareholding as at the date
of their request by, as far as registered shares
are concerned, a certificate evidencing the
registration of the shares in the register
of shares of the company or, as far as dematerialised
shares are concerned, by a certificate issued
by an authorised account holder or a clearing
organisation certifying the book-entry of the
shares in one or several accounts held by such
account holder or clearing organisation. Such
right shall not be available in relation to
a second extraordinary Shareholders' Meeting
that is convened for lack of a quorum at the
first extraordinary Shareholders' Meeting.The
new agenda items and/or resolution proposals
should be received by the company in signed
original paper form or electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), at the latest on the twentysecond
(22nd) calendar day preceding the date of the
Shareholders' Meeting and the company shall
publish a revised agenda at the latest on the
fifteenth (15th) calendar day preceding the
date of the Meeting. The handling of such new
agenda items and/or resolution proposals during
the Meeting is subject to the relevant shareholder(s)
having satisfied, with respect to shares representing
at least 3% of the capital, the conditions
set forth in Article 25, a), (i) and (ii).''
A.3.f Modification to Article 30 - Adjournments: Proposal Mgmt Take No Action
to replace the second and third paragraphs
of Article 30 as follows: ''Such adjournment
cancels all decisions taken during the Meeting.
The Shareholders' Meeting shall be held again
within five (5) weeks and with the same agenda.
Shareholders wishing to participate in such
Meeting shall fulfil the admission conditions
set out in Article 25 a). To this effect, a
record date shall be set on the fourteenth
(14th) calendar day at midnight Central European
Time preceding the date of the second Meeting.''
A.3.g Modification to Article 36 BIS: Proposal to Mgmt Take No Action
delete Article 36 BIS
A.4.a Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the Board of Directors
on the issuance of subscription rights and
the exclusion of the preference right of the
existing shareholders in favour of specific
persons, drawn up in accordance with Articles
583, 596 and 598 of the Companies Code
A.4.b Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the statutory auditor
on the exclusion of the preference right of
the existing shareholders in favour of specific
persons, drawn up in accordance with Articles
596 and 598 of the Companies Code
A.4.c Issuance of 215,000 subscription rights and Mgmt Take No Action
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Proposed resolution: excluding the
preference right of the existing shareholders
in relation to the issuance of subscription
rights in favour of all current Directors of
the Company, as identified in the report referred
under item (a) above
A.4.d Issuance of 215,000 subscription rights and Mgmt Take No Action
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Issuance of subscription rights: Proposed
resolution: approving the issuance of 215,000
subscription rights and determining their terms
and conditions (as such terms and conditions
are appended to the report referred under item
(a) above). The main provisions of these terms
and conditions can be summarised as follows:
each subscription right confers the right to
subscribe in cash to one ordinary share in
the Company, with the same rights (including
dividend rights) as the existing shares. Each
subscription right is granted for no consideration.
Its exercise price equals the average price
of the Company share on Euronext Brussels over
the 30 calendar days preceding the issuance
of the subscription rights by the Shareholders'
Meeting. All subscription rights have a term
of five years as from their issuance and become
exercisable as follows: a first third may be
exercised from 1 January 2013 up to and including
25 April 2016, a second third may be exercised
from 1 January 2014 up to and including 25
April 2016 and the last third may be exercised
from 1 January 2015 up to and including 25
April 2016. At the end of the exercise period,
the subscription rights that have not been
exercised automatically become null and void
A.4.e Issuance of 215,000 subscription rights and Mgmt Take No Action
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Conditional capital increase: Proposed
resolution: increasing the capital of the Company,
under the condition precedent and to the extent
of the exercise of the subscription rights,
for a maximum amount equal to the number of
subscription rights issued multiplied by their
exercise price and allocation of the issuance
premium to an account not available for distribution
A.4.f Issuance of 215,000 subscription rights and Mgmt Take No Action
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Express approval pursuant to Article
554, indent 7, of the Companies Code: Proposed
resolution: expressly approving the granting
of the above-mentioned subscription rights
to any Director of the Company who is independent
within the meaning of Article 526ter of the
Companies Code
A.4.g Issuance of 215,000 subscription rights and Mgmt Take No Action
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Powers: Proposed resolution: granting
powers to two Directors acting jointly to have
recorded by notarial deed the exercise of the
subscription rights, the corresponding increase
of the capital, the number of new shares issued,
the resulting modification to the articles
of association and the allocation of the issuance
premium to an account not available for distribution
B.1 Management report by the Board of Directors Non-Voting No vote
on the accounting year ended on 31 December
2010
B.2 Report by the statutory auditor on the accounting Non-Voting No vote
year ended on 31 December 2010
B.3 Communication of the consolidated annual accounts Non-Voting No vote
relating to the accounting year ended on 31
December 2010, as well as the management report
by the Board of Directors and the report by
the statutory auditor on the consolidated annual
accounts
B.4 Approval of the statutory annual accounts: Proposed Mgmt Take No Action
resolution: approving the statutory annual
accounts relating to the accounting year ended
on 31 December 2010, including the following
allocation of the result: Profit of the accounting
year: EUR 53,198, Profit carried forward from
the preceding accounting year: EUR 7,018,197,
Result to be allocated: EUR 7,071,395, Deduction
for the unavailable reserve: - EUR 68, Gross
dividend for the shares (*): EUR 1,275,707,
Balance of carried forward profit: EUR 5,795,620,
(*) On a per share basis, this represents a
gross dividend of EUR 0.8, giving right to
a dividend net of Belgian withholding tax of
EUR 0.6 per share (in case of 25% Belgian withholding
tax), of EUR 0.68 per share (in case of 15%
Belgian withholding tax) and of EUR 0.8 per
share (in case of exemption from Belgian withholding
tax). Such amount may fluctuate depending on
the number of own shares held by the Company
on the dividend payment date. The dividend
will be payable as from 02 May 2011
B.5 Discharge to the Directors: Proposed resolution: Mgmt Take No Action
granting discharge to the Directors for the
performance of their duties during the accounting
year ended on 31 December 2010
B.6 Discharge to the statutory auditor: Proposed Mgmt Take No Action
resolution: granting discharge to the statutory
auditor for the performance of his duties during
the accounting year ended on 31 December 2010.
B.7 Acknowledgment of the end of the mandate as Non-Voting No vote
director of Mr. Arnoud de Pret, Mr. Jean-Luc
Dehaene and Mr. August Busch IV.
B.8.a Appointment of directors: Proposed resolution: Mgmt Take No Action
renewing the appointment as director of Mr.
St fan Descheemaeker, for a period of four
years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014
B.8.b Proposed resolution: appointing as director Mgmt Take No Action
Mr. Paul Cornet de Ways Ruart, for a period
of four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2014. Mr. Paul Cornet
is a Belgian citizen. He is a Commercial Engineer
Cum Laude from the Catholic University of Louvain
(1991) and holds an MBA with Dean's Honour
from the University of Chicago (1996) with
concentration in Finance. He is currently working
for Yahoo! EMEA where he is Chief of Staff
and Senior Financial Director responsible for
Corporate Development and Audience. Before
Yahoo!, Mr. Cornet was the Director of Strategy
for Orange (UK mobile operator) and spent seven
years with McKinsey&Company in London and Palo
Alto (CA). He is also on the Boards of EPS,
Rayvax, Sparflex and several venture capital
backed technology companies
B.8.c Proposed resolution: renewing the appointment Mgmt Take No Action
as independent director of Mr. Kees Storm,
for a period of two years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2012. The
renewal of the mandate for only two years is
in line with the Company's Corporate Governance
Charter which provides that the term of office
of directors shall end immediately after the
shareholders' meeting following their 70th
birthday. 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 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. 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 Audit Committee,
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 2 years.
Moreover, Mr. Storm expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.8.d Proposed resolution: renewing the appointment Mgmt Take No Action
as independent director of Mr. Peter Harf,
for a period of four years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2014. Mr.
Harf 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. Harf continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the contribution
of Mr. Harf to the functioning of the Board
has not been influenced by the length of his
tenure. Mr. Harf 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 of 4 years. Moreover, Mr.
Harf expressly stated and the Board is of the
opinion that he does not have any relationship
with any company which could compromise his
independence
B.8.e Proposed resolution: appointing as independent Mgmt Take No Action
director Mr. Olivier Goudet, for a period of
four years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014. Mr. Olivier Goudet is a
French citizen. He is Executive Vice President
and Chief Financial Officer of Mars, Incorporated.
He joined Mars in 1990, serving on the finance
team of the French business. After six years,
he left Mars to join the VALEO Group, where
he held several senior executive positions.
In 1998, he returned to Mars, where he became
Chief Financial Officer in 2004. In 2008, his
role was broadened to the position of Executive
Vice President and CFO. Mr. Goudet is also
a director of the Wm. Wrigley Jr. Company,
Mars' gum and confections subsidiary, where
Berkshire Hathaway is a minority investor.
He holds a degree in engineering from l'Ecole
Centrale de Paris and graduated from the ESSEC
Business School in Paris with a major in finance.
Mr. Goudet 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. Goudet expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.9.a Proposed resolution: approving the Remuneration Mgmt Take No Action
report for the financial year 2010 as set out
in the 2010 annual report, including the executive
remuneration policy. Such policy provides for
the possibility of granting variable compensation
in the form of shares that are immediately
vested, subject to a five-year blocking period.
In addition, the executive remuneration policy
provides that the Company may also grant matching
shares (in the form of restricted stock units)
and stock options, the value of which can exceed
25% of the annual remuneration and which vest
after a period of five years but without being
subject to a specific performance test. Special
forfeiture rules apply to matching shares and
stock options in case of termination of service
before the end of the five-year vesting period.
The 2010 annual report and remuneration report
containing the executive remuneration policy,
can be reviewed as indicated at the end of
this notice
B.9.b Proposed resolution: confirming the specified Mgmt Take No Action
grants of stock options and restricted stock
units to executives: a) Confirmation, for US
law purposes, of two new programs launched
in November 2010 under the Company's Long Term
Incentive Stock Options Plan, allowing for
the offer, over a period of 10 years, of (i)
stock options on a maximum of 5,000,000 ordinary
shares of the Company and (ii) stock options
on a maximum of 5,000,000 American Depositary
Shares (ADSs) of the Company, all of which
can be granted to employees of the Company
and/or its majority owned subsidiaries in the
form of Incentive Stock Options (ISOs) pursuant
to Sections 421 and 422 of the US Internal
Revenue Code of 1986, as amended. Each stock
option gives the recipient the right to purchase
one existing share in the Company listed on
Euronext Brussels or one existing American
Depositary Share of the Company traded on the
New York Stock Exchange. The exercise price
of each stock option corresponds to the fair
value of the Company share or of the ADS at
the time of granting of the options. b) Confirmation
of three specific Long Term Restricted Stock
Unit Programs i. a program allowing for the
offer of restricted stock units to certain
employees in certain specific circumstances
at the discretion of the Chief Executive Officer
of Anheuser-Busch InBev e.g. to compensate
for assignments of expatriates to certain specific
countries. Each restricted stock unit will
vest only after a five-year vesting period
without performance test. In case of termination
of service before the vesting date, special
forfeiture rules apply. Confirmation of the
hardship grant of approximately 120,000 restricted
stock units under the Program in 2010 to employees
of the Company and/or its majority owned subsidiaries.
ii. a program allowing for the exceptional
offer of restricted stock units to certain
employees at the discretion of the Remuneration
Committee of Anheuser-Busch InBev as a long-term
retention incentive for key employees of the
Company. The first half of the restricted stock
units vest after five years and the other half
vest only after a ten-year period. No performance
test is applied. In case of termination of
service before the vesting date, special forfeiture
rules apply. Confirmation of the grant of approximately
320,000 restricted stock units under the Program
in 2010 to employees of the Company and/or
its majority owned subsidiaries. iii. a program
allowing certain employees to purchase Company
shares at a discount aimed as a long-term retention
incentive for highpotential employees of the
Company and/or its majority owned subsidiaries,
who are at a mid-manager level. The voluntary
investment in Company shares leads to the grant
of 3 matching shares for each share invested.
The discount and matching shares are granted
in the form of restricted stock units which
vest after 5 years. In case of termination
before the vesting date, special forfeiture
rules apply
B10.a Approval of change of control provisions relating Mgmt Take No Action
to the Updated EMTN Programme: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) Condition 7.5 of the
Terms & Conditions (Change of Control Put)
of the EUR 15,000,000,000 updated Euro Medium
Term Note Programme dated 18 October 2010 of
the Company and Brandbrew SA (the "Issuers")
and Deutsche Bank AG., London Branch acting
as Arranger (the "Updated EMTN Programme"),
which may be applicable in the case of notes
issued under the Updated EMTN Programme and
(ii) any other provision in the Updated EMTN
Programme granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Terms
& Conditions of the Updated EMTN Programme)
(*). (*) Pursuant to the Updated EMTN Programme,
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". If a Change of Control Put is specified
in the applicable Final Terms of the notes,
Condition 7.5 of the Terms & Conditions of
the Updated EMTN Programme grants, to any noteholder,
in essence, the right to request the redemption
of his notes at the redemption amount specified
in the Final Terms of the notes, together,
if appropriate, with interest accrued upon
the occurrence of a Change of Control and a
related downgrade in the notes to sub-investment
grade
B10.b Approval of change of control provisions relating Mgmt Take No Action
to the US Dollar notes: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) the Change of Control
clause of the USD 3,250,000,000 notes issued
on 29 and 26 March 2010, consisting of USD
1,000,000,000 2.50% notes due 2013, USD 750,000,000
3.625% notes due 2015, USD 1,000,000,000 5.00%
notes due 2020 and USD 500,000,000 Floating
Rate Notes due 2013 (the "Unregistered Notes
issued in March 2010"), (ii) the Change of
Control clause of the USD 3,250,000,000 registered
notes issued in September 2010, consisting
of USD 1,000,000,000 2.50% notes due 2013,
USD 750,000,000 3.625% notes due 2015, USD
1,000,000,000 5.00% notes due 2020 and USD
500,000,000 Floating Rate Notes due 2013, issued
in exchange for corresponding amounts of the
corresponding unregistered notes issued in
March 2010, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 5 August 2010 and expired
on 2 September 2010 (the "Registered Notes
issued in September 2010"), (iii) the Change
of Control clause of the USD 8,000,000,000
registered notes issued in March 2011, consisting
of USD 1,250,000,000 7.20% notes due 2014,
USD 2,500,000,000 7.75% notes due 2019 and
USD 1,250,000,000 8.20% notes due 2039, USD
1,550,000,000 5.375% notes due 2014, USD 1,000,000,000
6.875% notes due 2019 and USD 450,000,000 8.00%
notes due 2039, each issued in exchange for
corresponding amounts of the corresponding
unregistered notes issued in January 2009 and
of the corresponding unregistered notes issued
in May 2009, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 11 February 2011 and expired
on 14 March 2011 (the "Registered Notes issued
in March 2011"), whereby each of the Unregistered
Notes issued in March 2010, the Registered
Notes issued in September 2010 and the Registered
Notes issued in March 2011 are issued by Anheuser-Busch
InBev Worldwide Inc. (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(iv) any other provision applicable to the
Unregistered Notes issued in March 2010, the
Registered Notes issued in September 2010 and
the Registered Notes issued in March 2011 granting
rights to third parties which could affect
the Company's assets or could impose an obligation
on the Company where in each case the exercise
of those rights is dependent on the launch
of a public take-over bid over the shares of
the Company or on a "Change of Control" (as
defined in the Offering Memorandum with respect
to the unregistered notes, as the case may
be, and in the Registration Statement with
respect to the registered notes) (*). (*) (a)
"Change of Control" means "any person or group
of persons acting in concert (in each case
other than Stichting Anheuser-Busch InBev or
any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.c Approval of change of control provisions relating Mgmt Take No Action
to the notes issued under Anheuser-Busch InBev's
Shelf Registration Statement filed in the United
States on Form F-3: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
Brazilian real ("BRL") 750,000,000 9.750% registered
notes issued on 17 November 2010 by Anheuser-Busch
InBev Worldwide Inc. under Anheuser-Busch InBev's
Shelf Registration Statement filed on Form
F-3 on 21 September 2010 (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(ii) any other provision applicable to the
registered notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Prospectus
Supplement dated 9 November 2010 to the Prospectus
dated 21 September 2010). (a) "Change of Control"
means "any person or group of persons acting
in concert (in each case other than Stichting
Anheuser-Busch InBev or any existing direct
or indirect certificate holder or certificate
holders of Stichting Anheuser-Busch InBev)
gaining Control of the Company provided that
a Change of Control shall not be deemed to
have occurred if all or substantially all of
the shareholders of the relevant person or
group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.d Approval of change of control provisions relating Mgmt Take No Action
to the CAD Dollar notes issued via a Canadian
Private Placement: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
CAD 600,000,000 3.65% notes due 2016 issued
on 8 December 2010 via a Canadian Private Placement
by Anheuser-Busch InBev Worldwide Inc. (with
an unconditional and irrevocable guarantee
as to payment of principal and interest from
the Company) and (ii) any other provision applicable
to the notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Offering
Memorandum dated 8 December 2010). AB_INBEV_form_vote_110426_EN.doc
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
C Proposed resolution: granting powers to Mr. Mgmt Take No Action
Benoit Loore, VP Legal Corporate, with power
to substitute and without prejudice to other
delegations of powers to the extent applicable,
for (i) the acknowledgment of the realisation
of the condition precedent referred to under
A.3 (a) above, (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, (iii) the filing with the
same clerk's office of the resolutions referred
under item B.10 above and (iv) any other filings
and publication formalities in relation to
the above resolutions
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting Take No Action
IN THE TEXT OF THE RESOLUTION C.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
--------------------------------------------------------------------------------------------------------------------------
ARM HLDGS PLC Agenda Number: 702851280
--------------------------------------------------------------------------------------------------------------------------
Security: G0483X122
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: GB0000595859
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Company's annual report and accounts Mgmt For For
for the financial year ended 31 December
2010
2 To declare a final dividend of 1.74 pence per Mgmt For For
share in respect of the financial year
ended 31 December 2010
3 To approve the directors' remuneration report Mgmt For For
as set out on pages 60 to 71 of the annual
report and accounts for the financial year
ended 31 December 2010
4 To elect Larry Hirst as a director Mgmt For For
5 To elect Janice Roberts as a director Mgmt For For
6 To elect Andy Green as a director Mgmt For For
7 To re-elect Doug Dunn as a director Mgmt For For
8 To re-elect Warren East as a director Mgmt For For
9 To re-elect Tudor Brown as a director Mgmt For For
10 To re-elect Mike Inglis as a director Mgmt For For
11 To re-elect Mike Muller as a director Mgmt For For
12 To re-elect Kathleen O'Donovan as a director Mgmt For For
13 To re-elect Philip Rowley as a director Mgmt For For
14 To re-elect Tim Score as a director Mgmt For For
15 To re-elect Simon Segars as a director Mgmt For For
16 To re-elect Young Sohn as a director Mgmt For For
17 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditors of the Company to hold office until
the conclusion of the next general meeting
at which accounts are laid before the Company
18 To authorise the directors to fix the remuneration Mgmt For For
of the auditors
19 That the directors be generally and unconditionally Mgmt For For
authorised pursuant to and in accordance
with Section 551 of the Companies Act 2006
to exercise all the powers of the Company
to allot shares or grant rights to subscribe
for or to convert any security into shares:
(i) up to a nominal amount of GBP 221,939;
(ii) comprising equity securities (as defined
in Section 560(1) of the Companies Act 2006)
up to a further nominal amount of GBP 221,939
of ordinary issued share capital in connection
with an offer by way of a rights issue, such
authorities to apply in substitution for all
previous authorities pursuant to Section 551
of the Companies Act 2006 and to expire at
the end of the next AGM or on 30 June 2012,
whichever is the earlier but, in each case,
so that the CONTD
CONT CONTD Company may make offers and enter into Non-Voting No vote
agreements during the relevant period which
would, or might, require shares to be allotted
or rights to subscribe for or to convert
any security into shares to be granted after
the authorities end. For the purposes of this
resolution, "rights issue" means an offer to:
(a) ordinary shareholders in proportion (as
nearly as may be practicable) to their
existing holdings; and (b) people who are holders
of other equity securities if this is required
by the rights of those securities or, if the
directors consider it necessary, as permitted
by the rights of those securities, to subscribe
further securities by means of the issue of
a renounceable letter (or CONTD
CONT CONTD other negotiable document) which may be Non-Voting No vote
traded for a period before payment for
the securities is due, but subject in both
cases to such exclusions or other
arrangements as the directors may deem necessary
or expedient in relation to treasury
shares, fractional entitlements, record
dates or legal, regulatory or practical problems
in, or under the laws of, any territory
20 That subject to the passing of resolution 19 Mgmt For For
above, the directors be empowered
to allot equity securities (as defined in Section
560(1) of the Companies Act 2006) wholly
for cash: (i) pursuant to the authority given
by paragraph (i) of resolution 19 above or
where the allotment constitutes an allotment
of equity securities by virtue of Section 560(3)
of the Companies Act 2006, in each case:
(I) In connection with a pre-emptive offer;
and (II) otherwise than in connection with
a pre-emptive offer, up to an aggregate
nominal amount of GBP 33,627; and (ii) pursuant
to the authority given by paragraph (ii)
of resolution 19 above n connection with a
rights issue, as if Section 561 (1) of the
Companies Act 2006 did not apply to any such
allotment; such power to expire at
the end of the next Annual General Meeting
or CONTD
CONT CONTD on 30 June 2012, whichever is the earlier Non-Voting No vote
but so that the Company may make offers and
enter into agreements during this period which
would, or might, require equity securities
to be allotted after the power ends. For the
purposes of this resolution: (a) "pre-emptive
offer" means an offer of equity securities
open for acceptance for a period fixed by the
directors to (I) holders (other than the
Company) on the register on a record date fixed
by the directors of ordinary shares in proportion
to their respective holdings and (II) other
persons so entitled by virtue of the rights
attaching to any other securities held by
them, but subject in both cases to such exclusions
or other arrangements as the directors may
deem necessary or expedient in relation
to treasury shares, CONTD
CONT CONTD fractional entitlements, record dates Non-Voting No vote
or legal, regulatory or practical problems
in, or under the laws of, any territory; (b)
"rights issue" has the same meaning as in
resolution 19 above; (c) references to an allotment
of equity securities shall include a sale
of treasury shares; and (d) the nominal
amount of any securities shall be taken to
be, in the case of rights to subscribe for
or convert any securities into shares of the
Company, the nominal amount of such shares
which may be allotted pursuant to such rights
21 That the Company be and is hereby unconditionally Mgmt For For
and generally authorised for the purpose
of Section 693 of the Companies Act 2006 to
make market purchases (as defined in
Section 693 of that Act) of ordinary shares
of 0.05 pence each in the capital of the Company
provided that: (a) the maximum number
of shares which may be purchased is 134,508,636;
(b) the minimum price which may be paid for
each share is 0.05 pence; (c) the maximum price
(excluding expenses) which may be paid
for any ordinary share is an amount equal
to 105% of the average of the closing mid market
price of the Company's ordinary shares as derived
from the Daily Official List of the London
Stock Exchange plc for the five business
CONTD
CONT CONTD days immediately preceding the day on Non-Voting No vote
which such share is contracted to be purchased;
and (d) this authority shall expire at the
conclusion of the AGM of the Company held
in 2012 or, if earlier, on 30 June 2012 (except
in relation to the purchase of shares the
contract for which was concluded before
the expiry of such authority and which might
be executed wholly or partly after such
expiry) unless such authority is renewed prior
to such time
22 That a general meeting other than an annual Mgmt For For
general meeting may be called on not less
than 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV, VELDHOVEN Agenda Number: 702821136
--------------------------------------------------------------------------------------------------------------------------
Security: N07059178
Meeting Type: AGM
Meeting Date: 20-Apr-2011
Ticker:
ISIN: NL0006034001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote
THERE IS A RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU
1 Opening Non-Voting No vote
2 Overview of the Company's business, financial Non-Voting No vote
situation and sustainability
3 Discussion of the Annual Report 2010, including Mgmt For For
ASML's corporate governance chapter, and
the Remuneration Report 2010, and adoption
of the financial statements for the financial
year 2010, as prepared in accordance with Dutch
law
4 Discharge of the members of the Board of Management Mgmt For For
from liability for their responsibilities
in the financial year 2010
5 Discharge of the members of the Supervisory Mgmt For For
Board from liability for their responsibilities
in the financial year 2010
6 Clarification of the reserves and dividend policy Non-Voting No vote
7 Proposal to adopt a dividend of EUR 0.40 per Mgmt For For
ordinary share of EUR 0.09
8 Proposal to amend the Articles of Association Mgmt For For
of the Company
9 Approval of the number of stock options, respectively Mgmt For For
shares, for employees
10.1 Composition of the Supervisory Board: Nomination Mgmt For For
by the Supervisory Board of Messrs. W.T. Siegle
for re-appointment as member of the Supervisory
Board, effective April 20, 2011
10.2 Composition of the Supervisory Board: Nomination Mgmt For For
by the Supervisory Board of J.W.B. Westerburgen
for re-appointment as member of the Supervisory
Board, effective April 20, 2011
11 Composition of the Supervisory Board in 2012: Non-Voting No vote
Notification that Mr. O. Bilous will retire
by rotation in 2012; Notification that Mr.
F.W. Frohlich will retire by rotation in
2012; Notification that Mr. A.P.M. van der
Poel will retire by rotation in 2012
12 Remuneration of the Supervisory Board Mgmt For For
13.a Proposal to authorize the Board of Management Mgmt For For
to issue shares or rights to subscribe for
shares in the capital of the Company within
the limits set forth in the Articles of
Association of the Company, as well as to restrict
or exclude the pre-emption rights accruing
to shareholders: Proposal to authorize
the Board of Management for a period of 18
months from April 20, 2011, to issue shares
or rights to subscribe for shares in the capital
of the Company, subject to approval of the
Supervisory Board, limited to 5% of the issued
share capital at the time of the authorization
13.b Proposal to authorize the Board of Management Mgmt For For
to issue shares or rights to subscribe for
shares in the capital of the Company within
the limits set forth in the Articles of
Association of the Company, as well as to restrict
or exclude the pre-emption rights accruing
to shareholders: Proposal to authorize
the Board of Management for a period of 18
months from April 20, 2011 to restrict or
exclude the pre-emption rights accruing to
shareholders in connection with the issue
of shares or rights to subscribe for shares
as described under a., subject to approval
of the Supervisory Board
13.c Proposal to authorize the Board of Management Mgmt For For
to issue shares or rights to subscribe for
shares in the capital of the Company within
the limits set forth in the Articles of
Association of the Company, as well as to restrict
or exclude the pre-emption rights accruing
to shareholders: Proposal to authorize
the Board of Management for a period of 18
months from April 20, 2011, to issue shares
or rights to subscribe for shares in the capital
of the Company, subject to approval of the
Supervisory Board, for an additional 5% of
the issued share capital at the time of the
authorization, which 5% can only be used
in connection with or on the occasion of mergers
and/or acquisitions
13.d Proposal to authorize the Board of Management Mgmt For For
to issue shares or rights to subscribe for
shares in the capital of the Company within
the limits set forth in the Articles of
Association of the Company, as well as to restrict
or exclude the pre-emption rights accruing
to shareholders: Proposal to authorize
the Board of Management for a period of 18
months from April 20, 2011, to restrict
or exclude the pre-emption rights accruing
to shareholders in connection with the issue
of shares or rights to subscribe for shares
as described under c., subject to approval
of the Supervisory Board
14 Proposal to authorize the Board of Management Mgmt For For
for a period of 18 months from April 20, 2011
to acquire - subject to the approval of the
Supervisory Board - such a number of ordinary
shares in the Company's share capital as
permitted within the limits of the law
and the current Articles of Association
of the Company, taking into account the possibility
to cancel the re-purchased shares, for valuable
consideration, on Euronext Amsterdam by
NYSE Euronext ("Euronext Amsterdam") or the
Nasdaq Stock Market LLC ("Nasdaq"),
or otherwise, at a price between, on the one
hand, an amount equal to the nominal value
of the shares and, on the other hand, an amount
equal to 110% of the market price of these
shares on CONTD
CONT CONTD Euronext Amsterdam or Nasdaq; the market Non-Voting No vote
price being the average of the highest price
on each of the five days of trading prior to
the date of acquisition, as shown in
the Official Price List of Euronext Amsterdam
or as reported on Nasdaq
15 Proposal to cancel ordinary shares in the share Mgmt For For
capital of the Company repurchased or
to be repurchased by the Company. The number
of ordinary shares that will be cancelled
shall be determined by the Board of Management,
but shall not exceed 10% of the issued share
capital of the Company as of April 20,
2011
16 Proposal to cancel additional ordinary shares Mgmt For For
in the share capital of the Company repurchased
by the Company following the cancellation of
the ordinary shares under item 15. The number
of ordinary shares that will be cancelled
shall be determined by the Board of Management,
but shall not exceed 10% of the issued share
capital of the Company as of April 20, 2011,
reduced with the number of ordinary shares
cancelled pursuant to item 15
17 Any other business Non-Voting No vote
18 Closing Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
AUTONOMY CORP PLC Agenda Number: 702804166
--------------------------------------------------------------------------------------------------------------------------
Security: G0669T101
Meeting Type: AGM
Meeting Date: 24-Mar-2011
Ticker:
ISIN: GB0055007982
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the accounts of the Company Mgmt For For
for the financial year ended 31 December 2010
together with the directors' report and the
auditors' report on those accounts
2 To approve the directors' remuneration report Mgmt For For
included in the Annual Report and Accounts
for the year ended 31 December 2010
3 To re-elect Robert Webb as a director of the Mgmt For For
Company
4 To elect Jonathan Bloomer as a director of the Mgmt For For
Company
5 To re-elect Richard Gaunt as a director of the Mgmt For For
Company
6 To re-elect Sushovan Hussain as a director of Mgmt For For
the Company
7 To elect Frank Kelly as a director of the Company Mgmt For For
8 To re-elect Michael Lynch as a director of the Mgmt For For
Company
9 To re-elect John McMonigall as a director of Mgmt For For
the Company
10 To re-appoint Deloitte LLP as auditors of the Mgmt For For
Company
11 To authorise the directors to determine the Mgmt For For
auditors' remuneration for the ensuing year
12 To authorise the directors to allot equity securities Mgmt For For
in accordance with the limitations set out
in the Notice of Meeting
13 To authorise the directors to allot equity securities Mgmt For For
for cash in accordance with the limitations
set out in the Notice of Meeting
14 To authorise the Company to make market purchases Mgmt For For
of ordinary shares in accordance with
the limitations set out in the Notice of Meeting
15 That a general meeting, other than an annual Mgmt For For
general meeting, may be called on not less
than 14 clear days notice
--------------------------------------------------------------------------------------------------------------------------
CANON INC. Agenda Number: 702814078
--------------------------------------------------------------------------------------------------------------------------
Security: J05124144
Meeting Type: AGM
Meeting Date: 30-Mar-2011
Ticker:
ISIN: JP3242800005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt For For
2.17 Appoint a Director Mgmt For For
2.18 Appoint a Director Mgmt For For
2.19 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
5. Issuance of Share Options as Stock Options without Mgmt For For
Compensation
--------------------------------------------------------------------------------------------------------------------------
CHECK POINT SOFTWARE TECHNOLOGIES LTD. Agenda Number: 933435592
--------------------------------------------------------------------------------------------------------------------------
Security: M22465104
Meeting Type: Annual
Meeting Date: 24-May-2011
Ticker: CHKP
ISIN: IL0010824113
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GIL SHWED Mgmt For For
MARIUS NACHT Mgmt For For
JERRY UNGERMAN Mgmt For For
DAN PROPPER Mgmt For For
DAVID RUBNER Mgmt For For
DR. TAL SHAVIT Mgmt For For
02 RE-ELECTION OF TWO OUTSIDE DIRECTORS: IRWIN Mgmt For For
FEDERMAN AND RAY ROTHROCK.
03 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Mgmt For For
KOST, FORER, GABBAY & KASIERER, A MEMBER OF
ERNST & YOUNG GLOBAL, AS CHECK POINT'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
04 TO AMEND THE FEE STRUCTURE FOR CHECK POINT'S Mgmt For For
DIRECTORS.
05 TO APPROVE COMPENSATION TO CHECK POINT'S CHIEF Mgmt For For
EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN
OF THE BOARD OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
CNOOC LTD Agenda Number: 702697282
--------------------------------------------------------------------------------------------------------------------------
Security: Y1662W117
Meeting Type: EGM
Meeting Date: 24-Nov-2010
Ticker:
ISIN: HK0883013259
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20101103/LTN20101103035.pdf
CMMT PLEASE NOTE THAT EUROCLEAR DOES NOT OFFER ANY Non-Voting No vote
VOTING SERVICES ON THIS ISSUE. THIS NOTICE
IS SENT FOR INFORMATION PURPOSES ONLY. BY DEFAULT
EOC WILL TAKE NO ACTION.
1 To approve the Non-exempt Continuing Connected Mgmt For For
Transactions
2 To approve the Proposed Caps for each category Mgmt For For
of the Non-exempt Continuing Connected Transactions
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
CNOOC LTD Agenda Number: 702926998
--------------------------------------------------------------------------------------------------------------------------
Security: Y1662W117
Meeting Type: AGM
Meeting Date: 27-May-2011
Ticker:
ISIN: HK0883013259
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110407/LTN20110407065.pdf
A1 To receive and consider the audited Statement Mgmt For For
of Accounts together with the Report of the
Directors and Independent Auditors' Report
thereon for the year ended 31 December 2010
A2 To declare a final dividend for the year ended Mgmt For For
31 December 2010
A3I To re-elect Mr. Wang Yilin as Non-executive Mgmt For For
Director
A3II To re-elect Mr. Li Fanrong as Executive Director Mgmt For For
A3III To re-elect Mr. Lawrence J. Lau as Independent Mgmt For For
Non-executive Director
A3IV To re-elect Mr. Wang Tao as Independent Non-executive Mgmt For For
Director
A3V To authorise the Board of Directors to fix the Mgmt For For
remuneration of each of the Directors
A4 To re-appoint the Company's independent auditors Mgmt For For
and to authorise the Board of Directors to
fix their remuneration
B1 To grant a general mandate to the Directors Mgmt For For
to repurchase shares in the capital of
the Company not exceeding 10% of the share
capital of the Company in issue as at the
date of passing of this resolution
B2 To grant a general mandate to the Directors Mgmt For For
to allot, issue and deal with additional
shares in the capital of the Company not exceeding
20% of the share capital of the Company
in issue as at the date of passing of this
resolution
B3 To extend the general mandate granted to the Mgmt For For
Directors to allot, issue and deal with
shares in the capital of the Company by the
aggregate number of shares repurchased,
which shall not exceed 10% of the share capital
of the Company in issue as at the date of
passing of this resolution
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ACTUAL RECORD DATE AND CHANGE IN DIRECTOR
NAME FOR RESOLUTION NO. A3.1. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
DANONE, PARIS Agenda Number: 702819600
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 28-Apr-2011
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2011/0304/201103041100550.pdf
O.1 Approval of the corporate financial statements Mgmt For For
for the financial year ended on December
31, 2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year ended on December
31, 2010
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2010 and setting the
dividend at EUR 1.30 per share
O.4 Ratification of the co-optation of Mr. Yoshihiro Mgmt For For
Kawabata as Board member
O.5 Renewal of Mr. Bruno Bonnell's term as Board Mgmt For For
member
O.6 Renewal of Mr. Bernard Hours's term as Board Mgmt For For
member
O.7 Renewal of Mr. Yoshihiro Kawabata's term as Mgmt For For
Board member
O.8 Renewal of Mr. Jacques Vincent's term as Board Mgmt For For
member
O.9 Appointment of Mrs. Isabelle Seillier as Board Mgmt For For
member
O.10 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For
member
O.11 Approval of the Agreements referred to in the Mgmt For For
Statutory Auditors' special report
O.12 Approval of the Agreements and Undertakings Mgmt For For
pursuant to Articles L.225-38 and L.225-42-l
of the Commercial Code relating to Mr. Bernard
Hours
O.13 Authorization to be granted to the Board of Mgmt For For
Directors to purchase, hold or transfer
Company's shares
E.14 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares of the Company and
securities giving access to the capital of
the Company, with preferential subscription
rights of shareholders
E.15 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares of the Company and
securities giving access to the capital of
the Company, with cancellation of preferential
subscription rights of shareholders, but with
obligation to grant a priority right
E.16 Delegation of authority to the Board of Directors Mgmt For For
in the event of capital increase with or
with cancellation of preferential subscription
rights of shareholders to increase the
amount of issuable securities
E.17 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares and securities
giving access to the capital of the Company,
in the event of public exchange offer initiated
by the Company
E.18 Delegation of powers to the Board of Directors Mgmt For For
to issue ordinary shares, in consideration
for in-kind contributions granted to the Company
and composed of equity securities or securities
giving access to the capital
E.19 Delegation of authority to the Board of Directors Mgmt For For
to increase the Company's capital by incorporation
of reserves, profits or premiums or other amounts
which capitalization is authorized
E.20 Delegation of authority to the Board of Directors Mgmt For For
to carry out capital increases reserved
for employees participating in a company savings
plan and/or transfers of reserved securities
E.21 Authorization granted to the Board of Directors Mgmt For For
to reduce capital by cancellation
of shares
E.22 Powers for formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DELL INC. Agenda Number: 933291750
--------------------------------------------------------------------------------------------------------------------------
Security: 24702R101
Meeting Type: Annual
Meeting Date: 12-Aug-2010
Ticker: DELL
ISIN: US24702R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES W. BREYER Mgmt For For
DONALD J. CARTY Mgmt For For
MICHAEL S. DELL Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
JUDY C. LEWENT Mgmt For For
THOMAS W. LUCE, III Mgmt For For
KLAUS S. LUFT Mgmt For For
ALEX J. MANDL Mgmt For For
SHANTANU NARAYEN Mgmt For For
SAM NUNN Mgmt For For
H. ROSS PEROT, JR. Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITOR Mgmt For For
03 AMENDMENT OF CERTIFICATE OF INCORPORATION TO Mgmt For For
ELIMINATE SUPERMAJORITY VOTE PROVISIONS
SH1 REIMBURSEMENT OF PROXY EXPENSES Shr Against For
SH2 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr Against For
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 702606368
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 14-Oct-2010
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report and accounts 2010 Mgmt For For
2 Approve the Directors' remuneration report 2010 Mgmt For For
3 Declare the final dividend Mgmt For For
4 Re-elect PB Bruzelius as a Director Mgmt Abstain Against
5 Re-elect LM Danon as a Director Mgmt For For
6 Re-elect BD Holden as a Director Mgmt For For
7 Re-elect Lord Hollick as a Director Mgmt For For
8 Re-elect Dr FB Humer as a Director Mgmt For For
9 Re-elect PG Scott as a Director Mgmt For For
10 Re-elect HT Stitzer as a Director Mgmt For For
11 Re-elect PA Walker as a Director Mgmt For For
12 Re-elect PS Walsh as a Director Mgmt For For
13 Election of Lord Davies as a Director Mgmt For For
14 Election of DA Mahlan as a Director Mgmt For For
15 Re-appoint the Auditor Mgmt For For
16 Approve the remuneration of Auditor Mgmt For For
17 Authorize to allot shares Mgmt For For
18 Approve the disapplication of pre-emption rights Mgmt For For
19 Authorize to purchase own ordinary shares Mgmt For For
20 Authorize to make political donations and/or Mgmt For For
to incur political expenditure in the EU
21 Amend the Diageo Plc 2001 Share Incentive Plan Mgmt For For
22 Adopt the Diageo Plc 2010 Sharesave Plan Mgmt For For
23 Authorize to establish International share plans Mgmt For For
24 Approve the reduced notice of a general meeting Mgmt For For
other than an AGM
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933387664
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 27-Apr-2011
Ticker: GE
ISIN: US3696041033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For
A2 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A4 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A5 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A6 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For
A8 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A11 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A12 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For
A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A15 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 RATIFICATION OF KPMG Mgmt For For
B2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Mgmt For For
B3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shr Against For
C2 SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS Shr Against For
C3 SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS Shr Against For
GRANTED TO EXECUTIVES
C4 SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK DISCLOSURE Shr Against For
C5 SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL Shr Against For
RESEARCH
--------------------------------------------------------------------------------------------------------------------------
HTC CORP Agenda Number: 703110647
--------------------------------------------------------------------------------------------------------------------------
Security: Y3732M103
Meeting Type: AGM
Meeting Date: 15-Jun-2011
Ticker:
ISIN: TW0002498003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 834998 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting No vote
US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED
AT A SHAREHOLDERS MEETING AND THE VOTING WITH
RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT,
WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT
IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH
THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING
AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION,
WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN
RESPECT OF THE RELEVANT PROPOSAL. THANK YOU
A.1 The 2010 business operations Non-Voting No vote
A.2 The 2010 audited reports Non-Voting No vote
A.3 The status of buyback treasury stock Non-Voting No vote
A.4 The revision of conditions for buyback stock Non-Voting No vote
of transferring to employees
B.1 The 2010 business reports and financial statements Mgmt For For
B.2 The 2010 profit distribution proposed cash dividend: Mgmt For For
TWD37 per share
B.3 The issuance of new shares from retained earnings Mgmt For For
and staff bonus. Proposed stock dividend: 50
for 1,000 shs held
B.4 The revision to the Articles of incorporation Mgmt For For
B.5 The revision to the procedures of asset acquisition Mgmt For For
or disposal
B.6.1 The election of director: David Bruce Yoffie, Mgmt For For
ID: 19540707DA
B.6.2 The election of supervisor: Jerry H C Chu, ID: Mgmt For For
A121108388
B.7 The proposal to release the prohibition on directors Mgmt For For
from participation in competitive business
B.8 Extraordinary motions Mgmt For Against
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933382854
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 28-Apr-2011
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: MICHAEL M.E. JOHNS Mgmt For For
1E ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1G ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1I ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1J ELECTION OF DIRECTOR: DAVID SATCHER Mgmt For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011
03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION Mgmt For For
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON NAMED EXECUTIVE OFFICER COMPENSATION
05 SHAREHOLDER PROPOSAL ON PHARMACEUTICAL PRICE Shr Against For
RESTRAINT
06 SHAREHOLDER PROPOSAL ON AMENDMENT TO COMPANY'S Shr Against For
EQUAL EMPLOYMENT OPPORTUNITY POLICY
07 SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL Shr Against For
METHODS FOR TRAINING
--------------------------------------------------------------------------------------------------------------------------
MEDTRONIC, INC. Agenda Number: 933309139
--------------------------------------------------------------------------------------------------------------------------
Security: 585055106
Meeting Type: Annual
Meeting Date: 25-Aug-2010
Ticker: MDT
ISIN: US5850551061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
RICHARD H. ANDERSON Mgmt For For
DAVID L. CALHOUN Mgmt For For
VICTOR J. DZAU, M.D. Mgmt For For
WILLIAM A. HAWKINS Mgmt For For
SHIRLEY A. JACKSON, PHD Mgmt For For
JAMES T. LENEHAN Mgmt For For
DENISE M. O'LEARY Mgmt For For
KENDALL J. POWELL Mgmt For For
ROBERT C. POZEN Mgmt For For
JEAN-PIERRE ROSSO Mgmt For For
JACK W. SCHULER Mgmt For For
2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS MEDTRONIC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933331011
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 16-Nov-2010
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
02 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
03 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
06 ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shr Against For
COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702847596
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Take No Action
ID 799253 DUE TO DELETION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting Take No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Take No Action
MEETING NOTICE SENT UNDER MEETING 741313, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.1 Approval of the annual report, the financial Mgmt Take No Action
statements of Nestle S.A. and the consolidated
financial statements of the Nestle group for
2010
1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt Take No Action
vote)
2 Release of the members of the Board of Directors Mgmt Take No Action
and of the Management
3 Appropriation of profits resulting from the Mgmt Take No Action
balance sheet of Nestle S.A.
4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt Take No Action
Bulcke
4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt Take No Action
Koopmann
4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt Take No Action
Hanggi
4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt Take No Action
Meyers
4.1.5 Re-election to the Board of Directors: Mrs. Mgmt Take No Action
Naina Lal Kidwai
4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt Take No Action
Hess
4.2 Election to the Board of Directors: Ms. Ann Mgmt Take No Action
Veneman (for a term of three years)
4.3 Re-election of the statutory auditors: KPMG Mgmt Take No Action
S.A., Geneva branch (for a term of one year)
5 Cancellation of 165 000 000 shares repurchased Mgmt Take No Action
under the share buy-back programmes, and reduction
of the share capital by CHF 16 500 000
--------------------------------------------------------------------------------------------------------------------------
NINTENDO CO.,LTD. Agenda Number: 703142252
--------------------------------------------------------------------------------------------------------------------------
Security: J51699106
Meeting Type: AGM
Meeting Date: 29-Jun-2011
Ticker:
ISIN: JP3756600007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt For For
3.3 Appoint a Corporate Auditor Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NOKIA CORP, ESPOO Agenda Number: 702777484
--------------------------------------------------------------------------------------------------------------------------
Security: X61873133
Meeting Type: AGM
Meeting Date: 03-May-2011
Ticker:
ISIN: FI0009000681
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
1 Opening of the meeting Non-Voting No vote
2 Matters of order for the meeting Non-Voting No vote
3 Election of persons to confirm the minutes and Non-Voting No vote
to verify the counting of votes
4 Recording the legal convening of the meeting Non-Voting No vote
and quorum
5 Recording the attendance at the meeting and Non-Voting No vote
adoption of the list of votes
6 Presentation of the annual accounts, the report Non-Voting No vote
of the Board of Directors and the Auditor's
report for the year 2010 - Review by the President
and CEO
7 Adoption of the annual accounts Mgmt For For
8 Resolution on the use of the profit shown on Mgmt For For
the balance sheet and the payment of dividend:
The Board proposes to the Annual General Meeting
a dividend of EUR 0.40 per share for the fiscal
year 2010. The dividend would be paid to shareholders
registered in the Register of Shareholders
of the Company on the record date of the dividend
payment, May 6, 2011. The Board proposes that
the dividend will be paid on or about May 20,
2011
9 Resolution on the discharge of the members of Mgmt For For
the Board of Directors and the President from
liability
10 Resolution on the remuneration of the members Mgmt For For
of the Board of Directors: The Board's Corporate
Governance and Nomination Committee proposes
to the Annual General Meeting that the remuneration
payable to the members of the Board to be elected
at the Annual General Meeting for a term ending
at the Annual General Meeting in 2012, be remain
at the same level than during the past three
years and be as follows: EUR 440 000 for the
Chairman, EUR 150 000 for the Vice Chairman,
and EUR 130 000 for each member, excluding
the President and CEO if elected to the Board.
In addition, the Committee proposes that the
Chairman of the Audit Committee and Chairman
of the Personnel Committee will each receive
an additional annual fee of EUR 25 000 and
other members of the Audit Committee an additional
annual fee of EUR 10 000 each. The Corporate
Governance and Nomination Committee proposes
that approximately 40 percent of the remuneration
be paid in Nokia shares purchased from the
market, which shares shall be retained until
the end of the board membership in line with
the Nokia policy (except for the shares needed
to offset any costs relating to the acquisition
of the shares, including taxes).
11 Resolution on the number of members of the Board Mgmt For For
of Directors. The Board's Corporate Governance
and Nomination Committee proposes to the Annual
General Meeting that the number of Board members
be eleven
12 Election of members of the Board of Directors: Mgmt For For
The Board's Corporate Governance and Nomination
Committee proposes to the Annual General Meeting
that the following current Nokia Board members
be re-elected as members of the Board of Directors
for a term ending at the Annual General Meeting
in 2012: Dr. Bengt Holmstrom, Prof. Dr. Henning
Kagermann, Per Karlsson, Isabel Marey-Semper,
Jorma Ollila, Dame Marjorie Scardino and Risto
Siilasmaa. The Committee also proposes that
Jouko Karvinen, Helge Lund, Kari Stadigh and
Stephen Elop be elected as new members of the
Board for the same term. Jouko Karvinen is
CEO of Stora Enso Oyj, Helge Lund President
of Statoil Group, Kari Stadigh Group CEO and
President of Sampo plc and Stephen Elop President
and CEO of Nokia Corporation
13 Resolution on the remuneration of the Auditor: Mgmt For For
The Board's Audit Committee proposes to the
Annual General Meeting that the external auditor
to be elected at the Annual General Meeting
be reimbursed according to the invoice of the
auditor and in compliance with the purchase
policy approved by the Audit Committee
14 Election of Auditor: The Board's Audit Committee Mgmt For For
proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as
the Auditor of the Company for the fiscal year
2011
15 Authorizing the Board of Directors to resolve Mgmt For For
to repurchase the Company's own shares: The
Board proposes that the Annual General Meeting
authorize the Board to resolve to repurchase
a maximum of 360 million Nokia shares by using
funds in the unrestricted shareholders' equity.
Repurchases will reduce funds available for
distribution of profits. The shares may be
repurchased in order to develop the capital
structure of the Company, finance or carry
out acquisitions or other arrangements, settle
the Company's equity-based incentive plans,
be transferred for other purposes, or be cancelled.
The shares may be repurchased either a) through
a tender offer made to all the shareholders
on equal terms; or b) through public trading
by repurchasing the shares in another proportion
than that of the current shareholders. It is
proposed that the authorization be effective
until June 30, 2012 and terminate the corresponding
authorization granted by the Annual General
Meeting on May 6, 2010
16 Grant of stock options to selected personnel Mgmt For For
of Nokia: The Board proposes that as a part
of Nokia's Equity Program 2011 selected personnel
of Nokia Group be granted a maximum of 35 000
000 stock options, which entitle to subscribe
for a maximum of 35 000 000 Nokia shares. The
exercise prices (i.e. share subscription prices)
of the stock options will be determined at
time of their grant on a quarterly basis and
the stock options will be divided into sub-categories
based on their exercise price. The exercise
price for each sub-category of stock options
will equal to the trade volume weighted average
price of the Nokia share on NASDAQ OMX Helsinki
during the predefined period of time within
the relevant quarter. The exercise price paid
will be recorded in the fund for invested non-restricted
equity. Stock options in the plan may be granted
until the end of 2013. The Stock options have
a term of approximately six years and they
will vest three or four years after the grant.
The exercise period (i.e. share subscription
period) will commence no earlier than July
1, 2014, and terminate no later than December
27, 2019
17 Closing of the meeting Non-Voting No vote
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: http://www.nokia.com/about-nokia/corporate-governance/board-of-directors
--------------------------------------------------------------------------------------------------------------------------
NOVO-NORDISK A S Agenda Number: 702814030
--------------------------------------------------------------------------------------------------------------------------
Security: K7314N152
Meeting Type: AGM
Meeting Date: 23-Mar-2011
Ticker:
ISIN: DK0060102614
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting No vote
OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH
IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT
THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE
ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST
VOTES ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN
BANKS OFFER REPRESENTATION SERVICES FOR AN
ADDED FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS Non-Voting No vote
IN DENMARK REQUIRE THE SHARES TO BE REGISTERED
IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE
IN ORDER TO PROVIDE VOTING SERVICE. PLEASE
CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF
THIS REQUIREMENT APPLIES TO YOUR SHARES AND,
IF SO, YOUR SHARES ARE REGISTERED
IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
2 Adoption of the audited Annual Report 2010 Mgmt For For
3.1 Approval of remuneration of the Board of Directors Mgmt For For
for 2010
3.2 Approval of remuneration level of the Board Mgmt For For
of Directors for 2011
4 A resolution to distribute the profit Mgmt For For
5.1.a Election of Sten Scheibye as a member to the Mgmt For For
Board of Directors
5.1.b Election of Goran A Ando as a member to the Mgmt For For
Board of Directors
5.1.c Election of Bruno Angelici as a member to the Mgmt For For
Board of Directors
5.1.d Election of Henrik Gurtler as a member to the Mgmt For For
Board of Directors
5.1.e Election of Thomas Paul Koestler as a member Mgmt For For
to the Board of Directors
5.1.f Election of Kurt Anker Nielsen as a member to Mgmt For For
the Board of Directors
5.1.g Election of Hannu Ryopponen as a member to the Mgmt For For
Board of Directors
5.1.h Election of Jorgen Wedel as a member to the Mgmt For For
Board of Directors
5.2 The Board of Directors proposes election of Mgmt For For
Sten Scheibye as chairman
5.3 The Board of Directors proposes election of Mgmt For For
Goran A Ando as vice chairman
6 Re-appointment of PricewaterhouseCoopers as Mgmt For For
auditor
7.1 Reduction of the Company's B share capital from Mgmt For For
DKK 492,512,800 to DKK 472,512,800
7.2 Authorisation of the Board of Directors to acquire Mgmt For For
own shares up to a holding limit of 10% of
the share capital
7.3.1 Amendments to the Articles of Asociation: Article Mgmt For For
2 (deletion of article regarding location
of registered office)
7.3.2 Amendments to the Articles of Asociation: Article Mgmt For For
7.5 (new article 6.5)(removal of the
requirement to advertise the notice calling
a general meeting in two daily newspapers)
7.3.3 Amendments to the Articles of Asociation: Article Mgmt For For
11.2 (new article 10.2) (introduction of
age limit for nomination of candidates to the
Board of Directors)
7.4 Adoption of Remuneration Principles and consequential Mgmt For For
amendment of article 15 (new article 14)
--------------------------------------------------------------------------------------------------------------------------
PETROCHINA CO LTD Agenda Number: 702887855
--------------------------------------------------------------------------------------------------------------------------
Security: Y6883Q104
Meeting Type: AGM
Meeting Date: 18-May-2011
Ticker:
ISIN: CNE1000003W8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110331/LTN20110331790.pdf
1 To consider and approve the Report of the Board Mgmt For For
of Directors of the Company for the year
2010
2 To consider and approve the Report of the Supervisory Mgmt For For
Committee of the Company for the year
2010
3 To consider and approve the Audited Financial Mgmt For For
Statements of the Company for the year 2010
4 To consider and approve the declaration and Mgmt For For
payment of the final dividends for the year
ended 31 December 2010 in the amount and in
the manner recommended by the Board
of Directors
5 To consider and approve the authorisation of Mgmt For For
the Board of Directors to determine
the distribution of interim dividends for the
year 2011
6 To consider and approve the continuation of Mgmt For For
appointment of PricewaterhouseCoopers,
Certified Public Accountants, as the international
auditors of the Company and PricewaterhouseCoopers
Zhong Tian CPAs Company Limited, Certified
Public Accountants, as the domestic auditors
of the Company, for the year 2011 and
to authorise the Board of Directors to fix
their remuneration
7.A To consider and approve the election of Mr Jiang Mgmt For For
Jiemin as Director of the Company
7.B To consider and approve the election of Mr Zhou Mgmt For For
Jiping as Director of the Company
7.C To consider and approve the election of Mr Wang Mgmt For For
Yilin as Director of the Company
7.D To consider and approve the election of Mr Li Mgmt For For
Xinhua as Director of the Company
7.E To consider and approve the election of Mr Liao Mgmt For For
Yongyuan as Director of the Company
7.F To consider and approve the election of Mr Wang Mgmt For For
Guoliang as Director of the Company
7.G To consider and approve the election of Mr Wang Mgmt For For
Dongjin as Director of the Company
7.H To consider and approve the election of Mr Yu Mgmt For For
Baocai as Director of the Company
7.I To consider and approve the election of Mr Ran Mgmt For For
Xinquan as Director of the Company
7.J To consider and approve the election of Mr Liu Mgmt For For
Hongru as independent Director of the Company
7.K To consider and approve the election of Mr Franco Mgmt For For
Bernabe as independent Director of the
Company
7.L To consider and approve the election of Mr Li Mgmt For For
Yongwu as independent Director of the Company
7.M To consider and approve the election of Mr Cui Mgmt For For
Junhui as independent Director of the Company
7.N To consider and approve the election of Mr Chen Mgmt For For
Zhiwu as independent Director of the Company
8.A To consider and approve the election of Mr Chen Mgmt For For
Ming as Supervisor of the Company
8.B To consider and approve the election of Mr Guo Mgmt For For
Jinping as Supervisor of the Company
8.C To consider and approve the election of Mr Wen Mgmt For For
Qingshan as Supervisor of the Company
8.D To consider and approve the election of Mr Sun Mgmt For For
Xianfeng as Supervisor of the Company
8.E To consider and approve the election of Mr Li Mgmt For For
Yuan as independent Supervisor of the Company
8.F To consider and approve the election of Mr Wang Mgmt For For
Daocheng as independent Supervisor of
the Company
9 To consider and approve, by way of special resolution, Mgmt For For
to grant a general mandate to the Board
of Directors to separately or concurrently
issue, allot and deal with additional domestic
shares and overseas listed foreign shares
in the Company not exceeding 20% of each of
its existing domestic shares and overseas
listed foreign shares of the Company in issue
10 To consider and approve, by way of special resolution, Mgmt For For
to unconditionally grant a general mandate
to determine and handle the issue of debt of
financing instruments of the Company
in the outstanding balance amount of up to
RMB100 billion, upon such terms and conditions
to be determined by the Board of Director
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda Number: 933365947
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 08-Mar-2011
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARBARA T. ALEXANDER Mgmt For For
STEPHEN M. BENNETT Mgmt For For
DONALD G. CRUICKSHANK Mgmt For For
RAYMOND V. DITTAMORE Mgmt For For
THOMAS W. HORTON Mgmt For For
IRWIN MARK JACOBS Mgmt For For
PAUL E. JACOBS Mgmt For For
ROBERT E. KAHN Mgmt For For
SHERRY LANSING Mgmt For For
DUANE A. NELLES Mgmt For For
FRANCISCO ROS Mgmt For For
BRENT SCOWCROFT Mgmt For For
MARC I. STERN Mgmt For For
02 TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, Mgmt For For
AS AMENDED, WHICH INCLUDES AN INCREASE IN THE
SHARE RESERVE BY 65,000,000 SHARES.
03 TO APPROVE AN AMENDMENT TO THE 2001 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE
BY 22,000,000 SHARES.
04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
OUR FISCAL YEAR ENDING SEPTEMBER 25, 2011.
05 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
06 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF Mgmt 3 Years For
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
07 TO ACT ON A STOCKHOLDER PROPOSAL, IF PROPERLY Shr Against For
PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 702969140
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 25-May-2011
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. IF YOU DO
NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 04 MAY 2011, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 Non-Voting No vote
MAY 2011. 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 financial Non-Voting No vote
statements and the approved group financial
statements, the combined management report
and group management report of SAP AG, including
the Executive Board's explanatory notes relating
to the information provided pursuant to Sections
289 (4) and (5) and 315 (4) of the German Commercial
Code (HGB), and the Supervisory Board's report,
each for fiscal year 2010
2. Resolution on the appropriation of the retained Mgmt For For
earnings of fiscal year 2010
3. Resolution on the formal approval of the acts Mgmt For For
of the Executive Board in fiscal year 2010
4. Resolution on the formal approval of the acts Mgmt For For
of the Supervisory Board in fiscal year 2010
5. Appointment of the auditors of the financial Mgmt For For
statements and group financial statements for
fiscal year 2011
6. Resolution on the amendment to Section 4 of Mgmt For For
the Articles of Incorporation to reflect changes
in the capital structure since the Articles
of Incorporation were last amended as well
as on the cancellation of Contingent Capital
VI and the corresponding amendment to Section
4 of the Articles of Incorporation
7. Resolution on the authorization of the Executive Mgmt For For
Board to issue convertible and/or warrant-linked
bonds, the option to exclude shareholders'
subscription rights, the cancellation of Contingent
Capital IV and Contingent Capital IVa, the
creation of new Contingent Capital IV and the
corresponding amendment to Section 4 of the
Articles of Incorporation
8. Resolution on the approval of a Control and Mgmt For For
Profit Transfer Agreement between SAP AG and
a subsidiary
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933377106
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 06-Apr-2011
Ticker: SLB
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: P. CAMUS Mgmt For For
1B ELECTION OF DIRECTOR: P. CURRIE Mgmt For For
1C ELECTION OF DIRECTOR: A. GOULD Mgmt For For
1D ELECTION OF DIRECTOR: T. ISAAC Mgmt For For
1E ELECTION OF DIRECTOR: K.V. KAMATH Mgmt For For
1F ELECTION OF DIRECTOR: N. KUDRYAVTSEV Mgmt For For
1G ELECTION OF DIRECTOR: A. LAJOUS Mgmt For For
1H ELECTION OF DIRECTOR: M.E. MARKS Mgmt For For
1I ELECTION OF DIRECTOR: E. MOLER Mgmt For For
1J ELECTION OF DIRECTOR: L.R. REIF Mgmt For For
1K ELECTION OF DIRECTOR: T.I. SANDVOLD Mgmt For For
1L ELECTION OF DIRECTOR: H. SEYDOUX Mgmt For For
1M ELECTION OF DIRECTOR: P. KIBSGAARD Mgmt For For
1N ELECTION OF DIRECTOR: L.S. OLAYAN Mgmt For For
02 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION.
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 2 Years For
VOTES ON EXECUTIVE COMPENSATION.
04 TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON SHARE CAPITAL.
05 TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO CLARIFY THE VOTING STANDARD
IN CONTESTED DIRECTOR ELECTIONS AND TO MAKE
CERTAIN OTHER CHANGES.
06 TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS Mgmt For For
AND DECLARATION OF DIVIDENDS.
07 TO APPROVE THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
SCHRODERS Agenda Number: 702873971
--------------------------------------------------------------------------------------------------------------------------
Security: G7860B102
Meeting Type: AGM
Meeting Date: 05-May-2011
Ticker:
ISIN: GB0002405495
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Final dividend Mgmt For For
3 Remuneration report Mgmt For For
4 Re-elect Michael Dobson Mgmt For For
5 Re-elect Massimo Tosato Mgmt For For
6 Re-elect Andrew Beeson Mgmt For For
7 Re-elect Bruno Schroder Mgmt For For
8 Re-appoint PricewaterhouseCoopers LLP as auditors Mgmt For For
9 Authority for the Directors to fix the auditors' Mgmt For For
remuneration
10 Authority to allot shares Mgmt For For
11 Adoption of Schroders Equity Compensation Plan Mgmt For For
2011
12 Adoption of Schroders Share Option Plan 2011 Mgmt For For
13 Authority to purchase own shares Mgmt For For
14 Notice of general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 702738545
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 25-Jan-2011
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU
DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. To receive and consider the Report of the supervisory Non-Voting No vote
Board, the corporate Governance Report and
the Compensation Report as well as the Compliance
Report for fiscal year 2010
2. To receive and consider the adopted Annual Financial Non-Voting No vote
Statements of Siemens AG and the approved Consolidated
Financial Statements, together with the Combined
Management's Discussion and Analysis of Siemens
AG and the Siemens Group, including the Explanatory
Report on the information required pursuant
to section 289 (4) and (5) and section 315
(4) of the German Code (HGB) as of September
30, 2010
3. To resolve on the allocation of net income of Mgmt For For
siemens AG to pay a dividend
4. To ratify the acts of the members of the Managing Mgmt For For
Board
5. To ratify the acts of the members of the Supervisory Mgmt For For
Board
6. To resolve on the approval of the compensation Mgmt For For
system for Managing Board members
7. To resolve on the appointment of independent Mgmt For For
auditors for the audit of the Annual Financial
Statements and the Consolidated Financial Statements
and for the review of the Interim Financial
Statements
8. To resolve on the authorization to repurchase Mgmt For For
and use Siemens shares and to exclude shareholders'
subscription and tender rights
9. To resolve on the authorization to use derivatives Mgmt For For
in connection with the repurchase of Siemens
shares pursuant to section 71 (1), no. 8, of
the German Corporation Act (AktG), and to exclude
shareholders' subscription and tender rights
10. To resolve on the creation of an Authorized Mgmt For For
Capital 2011 reserved for the issuance to employees
with shareholders' subscription rights excluded,
and related amendments to the Articles of Association
11. To resolve on the adjustment of Supervisory Mgmt For For
Board compensation and the related amendments
to the Articles of Association
12. To resolve on the approval of a profit-and-loss Mgmt For For
transfer agreement between Siemens AG and a
subsidiary
13. To resolve on the authorization of the managing Mgmt For For
Board to issue convertible bonds and/or warrant
bonds and exclude shareholders' subscription
rights, and to resolve on the creation of a
Conditional Capital 2011 and related amendments
to the Articles of Association
14. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Resolution on an amendment to section 2 of
the Articles of Association of Siemens AG
--------------------------------------------------------------------------------------------------------------------------
SINGAPORE EXCHANGE LTD Agenda Number: 702606801
--------------------------------------------------------------------------------------------------------------------------
Security: Y79946102
Meeting Type: AGM
Meeting Date: 07-Oct-2010
Ticker:
ISIN: SG1J26887955
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors' report and Mgmt For For
audited financial statements for the FYE 30
JUN 2010 and the Auditor's report thereon
2 Declare a one-tier tax exempt final dividend Mgmt For For
amounting to 15.75 cents per share for
the FYE 30 JUN 2010; (FY 2009: 15.5 cents per
share)
3 Re-appoint Mr. J.Y. Pillay as a Director, pursuant Mgmt For For
to Section 153(6) of the Companies Act, Chapter
50 of Singapore, to hold office from the date
of this AGM until the next AGM of the Company
4 Re-appoint Mr. Robert Owen as a Director, pursuant Mgmt For For
to Section 153(6) of the Companies Act, Chapter
50 of Singapore, to hold office from the date
of this AGM until the next AGM of the Company
5 Re-elect Mr. Chew Choon Seng as a Director, Mgmt For For
who retires by rotation under Article 99A
of the Company's Articles of Association (the
"Articles")
6 Re-elect Mr. Loh Boon Chye as a Director, who Mgmt For For
retires by rotation under Article 99A
of the Company's Articles of Association (the
"Articles")
7 Re-elect Mr. Ng Kee Choe as a Director, who Mgmt For For
retires by rotation under Article 99A of the
Company's Articles of Association (the "Articles")
8 Re-elect Mr. Magnus Bocker, who will cease to Mgmt For For
hold office under Article 104 of the Articles
9 Approve the sum of SGD 750,000 to be paid to Mgmt For For
the Chairman as Director's fees, and the provision
to him of transport benefits, including a car
and a driver, for the FYE 30 JUN 2011; (FY
2010: up to SGD 750,000 and transport benefits,
including a car and a driver)
10 Approve the sum of up to SGD 1,200,000 to be Mgmt For For
paid to all Directors (other than the Chairman
and the Chief Executive Officer) as Directors'
fees for the FYE 30 JUN 2011; (FY 2010: up
to SGD 1,200,000)
11 Re-appoint Messrs PricewaterhouseCoopers LLP Mgmt For For
as the Auditor of the Company and authorize
the Directors to fix their remuneration
12 Appointment of Mr. Thaddeus Beczak as a Director Mgmt For For
of the Company pursuant to Article 104 of
the Articles
13 Authorize the Directors of the Company to: a) Mgmt For For
i) issue shares in the capital of the Company
("shares") whether by way of rights, bonus
or otherwise; and/or ii) make or grant
offers, agreements or options (collectively,
"Instruments") that might or would
require shares to be issued, including but
not limited to the creation and issue of (as
well as adjustments to) warrants,
debentures or other instruments convertible
into shares, at any time and upon such
terms and conditions and for such purposes
and to such persons as the Directors may
in their absolute discretion deem fit; and
b)(not withstanding the authority conferred
by this resolution may have ceased to be
in force) issue shares in pursuance of any
instrument made or granted by the directors
while this resolution was in force, provided
that: CONTD
CONTD CONTD 1) the aggregate number of shares to be Non-Voting No vote
issued pursuant to this resolution
(including shares to be issued in pursuance
of instruments made or granted pursuant to
this resolution) does not exceed 50% of the
total number of issued shares (excluding treasury
shares) in the capital of the Company (as
calculated in accordance with sub-Paragraph
2) below), of which the aggregate number
of shares to be issued other than on a pro
rata basis to shareholders of the Company
(including shares to be issued in pursuance
of Instruments made or granted pursuant
to this resolution) does not exceed 10% of
the total number of issued shares (excluding
treasury shares) in the capital of the
Company (as calculated in accordance with sub-Paragraph
2) below); 2) (subject to such manner of
calculation as may be CONTD
CONTD CONTD prescribed by the Singapore Exchange Securities Non-Voting No vote
Trading Limited ("SGX-ST")) for the
purpose of determining the aggregate number
of shares that may be issued under sub-Paragraph
1) above, the percentage of issued shares
shall be based on the total number of issued
shares (excluding treasury shares)
in the capital of the Company at the time this
resolution is passed, after adjusting for:
i) new shares arising from the conversion or
exercise of any convertible securities
or share options or vesting of share awards
which are outstanding or subsisting at the
time this resolution is passed; and ii)
any subsequent bonus issue or consolidation
or subdivision of shares; CONTD.
CONTD 3) in exercising the authority conferred by Non-Voting No vote
this Resolution, the Company shall comply
with the provisions of the Listing Manual of
the SGX-ST for the time being in force (unless
such compliance has been waived by the Monetary
Authority of Singapore) and the Articles
of Association for the time being of the Company;
and 4) (unless revoked or varied by the Company
in general meeting) the authority conferred
by this Resolution shall continue in force
until the conclusion of the next AGM of the
Company or the date by which the next AGM
of the Company is required by law to be held,
whichever is the earlier
0 Transact such other business Non-Voting No vote
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TEXT OF RESOLUTION NUMBER 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.
--------------------------------------------------------------------------------------------------------------------------
SINGAPORE EXCHANGE LTD Agenda Number: 702612260
--------------------------------------------------------------------------------------------------------------------------
Security: Y79946102
Meeting Type: EGM
Meeting Date: 07-Oct-2010
Ticker:
ISIN: SG1J26887955
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 (the "Companies Act"),
to purchase or otherwise acquire issued ordinary
shares in the capital of the Company ("Shares")
not exceeding in aggregate the Maximum Percentage
(as hereafter defined), at such price or prices
as may be determined by the Directors from
time to time up to the Maximum Price (as hereafter
defined), whether by way of: i) market purchase(s)
on the Singapore Exchange Securities Trading
Limited ("SGX-ST") and/or any other securities
exchange on which the Shares may for the time
being be listed and quoted ("Other Exchange");
and/or ii) off-market purchase(s) (if effected
otherwise than on the SGX-ST or, as the case
may be, Other Exchange) in accordance with
any equal access scheme(s) as may be determined
or formulated by the Directors as they consider
fit, which scheme(s) shall satisfy all the
conditions prescribed by the Companies Act,
and otherwise in accordance with all other
laws and regulations and rules of the SGX-ST
or, as the case may be, Other Exchange as may
for the time being be applicable, be and is
hereby authorised and approved generally and
unconditionally (the "Share Purchase Mandate");
b) unless varied or revoked by the Company
in general meeting, the authority conferred
on the Directors of the Company pursuant to
the Share Purchase Mandate may be exercised
by the Directors at any time and from time
to time during the period commencing from the
date of the passing of this Resolution and
expiring on the earlier of: i) the date on
which the next AGM of the Company is held;
and ii) the date by which the next AGM of the
Company is required by law to be held; c) in
this Resolution: "Average Closing Price" means
the average of the closing market prices of
a Share over the five consecutive trading days
on which the Shares are transacted on the SGX-ST
or, as the case may be, Other Exchange immediately
preceding the date of the market purchase by
the Company or, as the case may be, the date
of the making of the offer pursuant to the
off-market purchase, and deemed to be adjusted,
in accordance with the listing rules of the
SGX-ST, for any corporate action that occurs
after the relevant five-day period; "date of
the making of the offer" means the date on
which the Company makes an offer for the purchase
or acquisition of Shares from holders of Shares
stating therein the relevant terms of the equal
access scheme for effecting the off-market
purchase; "Maximum Percentage" means that number
of issued Shares representing 10% of the total
number of issued Shares as at the date of the
passing of this Resolution (excluding any Shares
which are held as treasury shares as at that
date); and "Maximum Price" in relation to a
Share to be purchased or acquired, means the
purchase price (excluding brokerage, commission,
applicable goods and services tax and other
related expenses) which shall not exceed: i)
in the case of a market purchase of a Share,
105% of the Average Closing Price of the Shares;
and ii) in the case of an off-market purchase
of a Share, 110% of the Average Closing Price
of the Shares; and d) authorize the Directors
of the Company and/or any of them to complete
and do all such acts and things (including
executing such documents as may be required)
as they and/or he may consider expedient or
necessary to give effect to the transactions
contemplated and/or authorised by this Resolution
--------------------------------------------------------------------------------------------------------------------------
SUBSEA 7 S A Agenda Number: 703065955
--------------------------------------------------------------------------------------------------------------------------
Security: L00306AB3
Meeting Type: AGM
Meeting Date: 27-May-2011
Ticker:
ISIN: XS0267243417
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting No vote
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
1 To consider (i) the management reports of the Non-Voting No vote
Board of Directors of the Company in
respect of the unconsolidated and consolidated
financial statements of the Company
and (ii) the reports of Deloitte S.A., Luxembourg,
Authorised Statutory Auditor ("Reviseur d'entreprises
agree") on the unconsolidated and
consolidated financial statements of the Company,
for the fiscal year ended November 30, 2010
2 To approve the unconsolidated financial statements Non-Voting No vote
of the Company for the fiscal year ended
November 30, 2010
3 To approve the consolidated financial statements Non-Voting No vote
of the Company for the fiscal year ended
November 30, 2010
4 To approve the allocation of profits to the Non-Voting No vote
legal reserve and the carry forward reserve
5 To discharge the Board of Directors of the Company Non-Voting No vote
in respect of the proper performance of their
duties for the fiscal year ended November 30,
2010
6 To authorise the Company, or any wholly-owned Non-Voting No vote
subsidiary or subsubsidiary, to purchase Common
Shares of the Company up to a maximum of 10%
of the issued Common Shares net of the Common
Shares previously repurchased and still held,
at a price reflecting such open market price
and on such other terms as shall be determined
by the Board of Directors of the Company, provided
(a) the maximum price to be paid for such
Common Shares shall not exceed the average
closing price for such Common Shares on the
Oslo Bors for the five most recent trading
days prior to such purchase and b) the minimum
price to be paid for such Common Shares
shall not be less than the par value (i.e.
USD2.00 per share) thereof and further
provided such purchases are in conformity
with Article 49-2 of the Luxembourg Company
Law, such authorisation CONTD
CONT CONTD being granted for purchases completed Non-Voting No vote
on or before May 26, 2016
7 To elect Deloitte S.A., Luxembourg as Authorised Non-Voting No vote
Statutory Auditor ("Reviseur d'entreprises
agree") to audit the unconsolidated and consolidated
financial statements of the Company, for a
term to expire at the next Annual General
Meeting of Shareholders
--------------------------------------------------------------------------------------------------------------------------
SUNCOR ENERGY INC. Agenda Number: 933395508
--------------------------------------------------------------------------------------------------------------------------
Security: 867224107
Meeting Type: Annual
Meeting Date: 03-May-2011
Ticker: SU
ISIN: CA8672241079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MEL E. BENSON Mgmt For For
DOMINIC D'ALESSANDRO Mgmt For For
JOHN T. FERGUSON Mgmt For For
W. DOUGLAS FORD Mgmt For For
RICHARD L. GEORGE Mgmt For For
PAUL HASELDONCKX Mgmt For For
JOHN R. HUFF Mgmt For For
JACQUES LAMARRE Mgmt For For
BRIAN F. MACNEILL Mgmt For For
MAUREEN MCCAW Mgmt For For
MICHAEL W. O'BRIEN Mgmt For For
JAMES W. SIMPSON Mgmt For For
EIRA THOMAS Mgmt For For
02 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS AUDITOR OF SUNCOR ENERGY INC. FOR THE ENSUING
YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION AS SUCH.
03 TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION Mgmt For For
DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR.
--------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG Agenda Number: 702839020
--------------------------------------------------------------------------------------------------------------------------
Security: H84140112
Meeting Type: AGM
Meeting Date: 19-Apr-2011
Ticker:
ISIN: CH0011037469
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 751532, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.1 Approval of the annual report, including the Mgmt Take No Action
annual financial statements and the group consolidated
financial statements for the year 2010
1.2 Consultative vote on the compensation system Mgmt Take No Action
2 Discharge of the members of the board of directors Mgmt Take No Action
and the executive committee
3 Reduction of share capital by cancellation of Mgmt Take No Action
repurchased shares
4.1 Appropriation of available earnings 2010 Mgmt Take No Action
4.2 Conversion and appropriation of reserves from Mgmt Take No Action
capital contributions (dividend from reserves
from capital contributions)
5.1 Re-election of Martin Taylor to the board of Mgmt Take No Action
directors
5.2 Re-election of Peter Thompson to the board of Mgmt Take No Action
directors
5.3 Re-election of Rolf Watter to the board of directors Mgmt Take No Action
5.4 Re-election of Felix A. Weber to the board of Mgmt Take No Action
directors
6 Election of the auditors: Ernst and Young Ag Mgmt Take No Action
7 Ad-hoc Mgmt Take No Action
--------------------------------------------------------------------------------------------------------------------------
TECK RESOURCES LIMITED Agenda Number: 933389062
--------------------------------------------------------------------------------------------------------------------------
Security: 878742204
Meeting Type: Annual
Meeting Date: 20-Apr-2011
Ticker: TCK
ISIN: CA8787422044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
I. ABE Mgmt For For
M.M. ASHAR Mgmt For For
J.B. AUNE Mgmt For For
J.H. BENNETT Mgmt For For
H.J. BOLTON Mgmt For For
F.P. CHEE Mgmt For For
J.L. COCKWELL Mgmt For For
N.B. KEEVIL Mgmt For For
N.B. KEEVIL III Mgmt For For
T. KURIYAMA Mgmt For For
D.R. LINDSAY Mgmt For For
J.G. RENNIE Mgmt For For
W.S.R. SEYFFERT Mgmt For For
C.M. THOMPSON Mgmt For For
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For
AND TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS'
REMUNERATION.
03 TO APPROVE THE ADVISORY RESOLUTION ON THE CORPORATION'S Mgmt For For
APPROACH TO EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933380418
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 27-Apr-2011
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: HOWARD G. BUFFETT Mgmt For For
1D ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For
1E ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
1F ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
1G ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
1H ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For
1I ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Mgmt For For
1J ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For
1K ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
1L ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
1M ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
1N ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt Against Against
1O ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For
UNDER THE PERFORMANCE INCENTIVE PLAN OF THE
COCA-COLA COMPANY TO PRESERVE THE TAX DEDUCTIBILITY
OF THE AWARDS
04 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For
UNDER THE COCA-COLA COMPANY 1989 RESTRICTED
STOCK AWARD PLAN TO PRESERVE THE TAX DEDUCTIBILITY
OF THE AWARDS
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY Mgmt For For
ON PAY VOTE)
06 ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE Mgmt 1 Year For
SAY ON PAY VOTE
07 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG Agenda Number: 703065070
--------------------------------------------------------------------------------------------------------------------------
Security: H83949133
Meeting Type: AGM
Meeting Date: 31-May-2011
Ticker:
ISIN: CH0012255144
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 832726 DUE TO ADDITION OF RESOLUTIONS AND
CHANGE IN VOTING STATUS. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
CMMT PLEASE NOTE THAT THE NOTICE FOR THIS MEETING Non-Voting No vote
WAS RECEIVED AFTER THE REGISTRATION DEADLINE.
IF YOUR SHARES WERE REGISTERED PRIOR TO THE
DEADLINE OF 10 MAY 2011 [BOOK CLOSING/REGISTRATION
DEADLINE DATE], YOUR VOTING INSTRUCTIONS WILL
BE ACCEPTED FOR THIS MEETING. HOWEVER, VOTING
INSTRUCTIONS FOR SHARES THAT WERE NOT REGISTERED
PRIOR TO THE REGISTRATION DEADLINE WILL NOT
BE ACCEPTED.
1.1 2010 Annual Report of the Board of Directors Non-Voting No vote
1.2 2010 Financial Statements (Balance Sheet, Income Non-Voting No vote
Statement and Notes) and 2010 Consolidated
Financial Statements
1.3 Statutory Auditors' Report Non-Voting No vote
1.4 Approval of the Reports and the Financial Statements Mgmt Take No Action
2 The Board of Directors recommends that the General Mgmt Take No Action
Meeting shall discharge all members of the
Board of Directors for the financial year 2010
3 The Board of Directors recommends that the General Mgmt Take No Action
Meeting appropriates the 2010 profit of CHF
607,596,832.93 resulting from the balance sheet
(net income as of 31.12.2010 of CHF 581,132,548.68
plus balance brought forward from the previous
year of CHF 26,464,284.25) as follows: Dividend
on share capital of CHF 125,210,250.00 - CHF
1.00 per registered share with a par value
of CHF 0.45, CHF 124,045,000.00 - CHF 5.00
per bearer share with a par value of CHF 2.25,
CHF 154,200,000.00 Allocation to special reserve
CHF 300,000,000.00 Net income brought forward
CHF 29,351,832.93 Total CHF 607,596,832.93
NB: The Group intends not to pay a dividend
to the subsidiaries of which it is a 100% owner
4 The Board of Directors recommends that the General Mgmt Take No Action
Meeting appoints PricewaterhouseCoopers Ltd
for another period of one year as Statutory
Auditors
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting Take No Action
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.
--------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 933425236
--------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 03-Jun-2011
Ticker: WMT
ISIN: US9311421039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 POLITICAL CONTRIBUTIONS REPORT Shr Against For
07 SPECIAL SHAREOWNER MEETINGS Shr Against For
08 REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY Shr Against For
REPORT
09 CLIMATE CHANGE RISK DISCLOSURE Shr Against For
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) CALAMOS GLOBAL TOTAL RETURN FUND
By (Signature) /s/ John P. Calamos, Sr.
Name John P. Calamos, Sr.
Title President
Date 08/31/2011