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: 811-21485
NAME OF REGISTRANT: Cohen & Steers Infrastructure
Fund, Inc
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 280 Park Avenue 10th Floor
New York, NY 10017
NAME AND ADDRESS OF AGENT FOR SERVICE: Tina M. Payne
280 Park Avenue 10th Floor
New York, NY 10017
REGISTRANT'S TELEPHONE NUMBER: 212-832-3232
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2012 - 06/30/2013
Cohen & Steers Infrastructure Fund Inc.
--------------------------------------------------------------------------------------------------------------------------
ABERTIS INFRAESTRUCTURAS SA, BARCELONA Agenda Number: 704305122
--------------------------------------------------------------------------------------------------------------------------
Security: E0003D111
Meeting Type: OGM
Meeting Date: 20-Mar-2013
Ticker:
ISIN: ES0111845014
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 162304 DUE TO SPLITTING OF
RESOLUTION 7 AND CHANGE IN VOTING STATUS OF
RESOLUTION 6. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT MINIMUM TO ATTEND THE MEETING: 1000 SHARES Non-Voting
1 Approval of the annual accounts individual Mgmt For For
and consolidated and its respective
information of management, corresponding to
exercise 2012
2 Approval the proposal of application of the Mgmt For For
result corresponding to exercise 2012
3 Approval of the management of the Board of Mgmt For For
Directors during exercise 2012
4 Capital Increase, at the expense of Mgmt For For
voluntary reserves, with the consequent
modification of article 5 of social the
statutes and request of admission to
negotiation of the new shares in the
official markets and other organized
markets
5 Modification of determined articles of the Mgmt For For
Social Statutes with the intention of
advancing in the application of the
principles of corporative government:
article 20 and separated c.2) from the
article 22. Deliberations and adoption in
agreements. Commissions of the board)
6 Report to the shareholders on the Non-Voting
modification of the Council regulation,
pursuant to in the article 516 of the
consolidated text of the Capital law of
societies
7.1 Re-election of Director: Pablis, S.L. Mgmt Against Against
7.2 Re-election of Director: Carlos Colomer Mgmt For For
Casellas
7.3 Re-election of Director: Obrascon Huarte Mgmt Against Against
Lain, S.A.
7.4 Re-election of Director: OHL Concesiones, Mgmt Against Against
S.A.U
7.5 Re-election of Director: OHL Emisiones, Mgmt Against Against
S.A.U
7.6 Re-election of Director: Salvador Alemany Mgmt Against Against
Mas
7.7 Re-election of Director: Isidro Faine Casas Mgmt Against Against
7.8 Re-election of Director: Marcelino Armenter Mgmt Against Against
Vidal
7.9 Re-election of Director: To be determined Mgmt Against Against
at the meeting
7.10 Re-election of Director: To be determined Mgmt Against Against
at the meeting
8 Delivery shares plan for 2013 Mgmt For For
9 Consultative voting on the annual report on Mgmt Against Against
the remunerations of the advisors,
corresponding to exercise 2012
10 Delegation of faculties to approve all the Mgmt For For
resolutions adopted by the Board
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTIONS 7.9, 7.10 AND
8. THANK YOU.
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AEROPORTS DE PARIS ADP, PARIS Agenda Number: 704306251
--------------------------------------------------------------------------------------------------------------------------
Security: F00882104
Meeting Type: OGM
Meeting Date: 16-May-2013
Ticker:
ISIN: FR0010340141
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0306/201303061300568.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0424/201304241301487.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
1 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
3 Allocation of income for the financial year Mgmt For For
ended December 31, 2012and setting the
dividend
4 Approval of the agreements entered in with Mgmt Against Against
Schiphol Group pursuant to Articles
L.225-38 et seq. of the Commercial Code
5 Approval of the agreements entered in with Mgmt For For
the French State pursuant to Articles
L.225-38 et seq. of the Commercial Code
6 Authorization to be granted to the Board of Mgmt For For
Directors to trade in shares of the Company
pursuant to Article L.225-209 of the
Commercial Code
7 Ratification of the cooptation of Mrs. Els Mgmt Against Against
de Groot as Board member
8 Ratification of the cooptation of Mr. Mgmt For For
Augustin de Romanet de Beaune as Board
member
9 Powers to carry out all legal formalities Mgmt For For
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AGL ENERGY LTD Agenda Number: 704060259
--------------------------------------------------------------------------------------------------------------------------
Security: Q01630104
Meeting Type: AGM
Meeting Date: 23-Oct-2012
Ticker:
ISIN: AU000000AGK9
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2 AND 4 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS.
BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE
OBTAINED BENEFIT OR EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSALS (2 AND 4), YOU ACKNOWLEDGE THAT
YOU HAVE NOT OBTAINED BENEFIT NEITHER
EXPECT TO OBTAIN BENEFIT BY THE PASSING OF
THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH
THE VOTING EXCLUSION.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS. THANK YOU.
2 To adopt the Remuneration Report Mgmt For For
3(a) Re-election of Mr Leslie Hosking Mgmt For For
3(b) Re-election of Mr John Stanhope Mgmt For For
3(c) Re-election of Mr Graeme Hunt Mgmt For For
4 Increasing the maximum aggregate Mgmt For For
remuneration of Non-Executive Directors
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ALTAGAS LTD. Agenda Number: 933744218
--------------------------------------------------------------------------------------------------------------------------
Security: 021361100
Meeting Type: Annual and Special
Meeting Date: 25-Apr-2013
Ticker: ATGFF
ISIN: CA0213611001
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CATHERINE M. BEST Mgmt For For
DAVID W. CORNHILL Mgmt For For
ALLAN L. EDGEWORTH Mgmt For For
HUGH A. FERGUSSON Mgmt For For
DARYL H. GILBERT Mgmt For For
ROBERT B. HODGINS Mgmt For For
MYRON F. KANIK Mgmt For For
DAVID F. MACKIE Mgmt For For
M. NEIL MCCRANK Mgmt For For
02 TO APPOINT ERNST & YOUNG LLP AS AUDITORS OF Mgmt For For
THE COMPANY AND AUTHORIZE THE DIRECTORS OF
THE COMPANY TO FIX ERNST & YOUNG LLP'S
REMUNERATION IN THAT CAPACITY.
03 TO APPROVE ALL UNALLOCATED OPTIONS TO Mgmt For For
ACQUIRE COMMON SHARES OF THE COMPANY
PURSUANT TO THE COMPANY'S STOCK OPTION PLAN
DATED JULY 1, 2010.
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AMERICAN TOWER CORPORATION Agenda Number: 933777457
--------------------------------------------------------------------------------------------------------------------------
Security: 03027X100
Meeting Type: Annual
Meeting Date: 21-May-2013
Ticker: AMT
ISIN: US03027X1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RAYMOND P. DOLAN Mgmt For For
1B. ELECTION OF DIRECTOR: RONALD M. DYKES Mgmt For For
1C. ELECTION OF DIRECTOR: CAROLYN F. KATZ Mgmt For For
1D. ELECTION OF DIRECTOR: GUSTAVO LARA CANTU Mgmt For For
1E. ELECTION OF DIRECTOR: JOANN A. REED Mgmt For For
1F. ELECTION OF DIRECTOR: PAMELA D.A. REEVE Mgmt For For
1G. ELECTION OF DIRECTOR: DAVID E. SHARBUTT Mgmt For For
1H. ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: SAMME L. THOMPSON Mgmt For For
2. TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2013.
3. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPANY'S EXECUTIVE COMPENSATION.
4. TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
AMENDED AND RESTATED BY-LAWS TO REDUCE THE
OWNERSHIP THRESHOLD REQUIRED TO CALL A
SPECIAL MEETING.
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AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 933763597
--------------------------------------------------------------------------------------------------------------------------
Security: 030420103
Meeting Type: Annual
Meeting Date: 13-May-2013
Ticker: AWK
ISIN: US0304201033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: STEPHEN P. ADIK Mgmt For For
1B. ELECTION OF DIRECTOR: MARTHA CLARK GOSS Mgmt For For
1C. ELECTION OF DIRECTOR: JULIE A. DOBSON Mgmt For For
1D. ELECTION OF DIRECTOR: PAUL J. EVANSON Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD R. GRIGG Mgmt For For
1F. ELECTION OF DIRECTOR: JULIA L. JOHNSON Mgmt For For
1G. ELECTION OF DIRECTOR: GEORGE MACKENZIE Mgmt For For
1H. ELECTION OF DIRECTOR: WILLIAM J. MARRAZZO Mgmt For For
1I. ELECTION OF DIRECTOR: JEFFRY E. STERBA Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR ENDED DECEMBER 31,
2013.
3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE Mgmt For For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
APA GROUP Agenda Number: 704063318
--------------------------------------------------------------------------------------------------------------------------
Security: Q0437B100
Meeting Type: AGM
Meeting Date: 25-Oct-2012
Ticker:
ISIN: AU000000APA1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Nomination of Leonard Bleasel AM for Mgmt For For
re-election as a director
2 Nomination of Russell Higgins AO for Mgmt For For
re-election as a director
3 Proposed amendments to Rule 7.1 of the Mgmt For For
Constitution of Australian Pipeline Limited
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ASCIANO LTD Agenda Number: 704075565
--------------------------------------------------------------------------------------------------------------------------
Security: Q0557G103
Meeting Type: AGM
Meeting Date: 15-Nov-2012
Ticker:
ISIN: AU000000AIO7
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2 AND 7 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS.
BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE
OBTAINED BENEFIT OR EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSALS (2 AND 7), YOU ACKNOWLEDGE THAT
YOU HAVE NOT OBTAINED BENEFIT NEITHER
EXPECT TO OBTAIN BENEFIT BY THE PASSING OF
THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH
THE VOTING EXCLUSION.
2 Remuneration Report Mgmt For For
3 Election of Mr Ralph Waters as a Director Mgmt For For
of the Company
4 Re-election of Mr Malcolm Broomhead as a Mgmt For For
Director of the Company
5 Re-election of Mr Geoff Kleemann as a Mgmt For For
Director of the Company
6 Re-election of Dr Robert Edgar as a Mgmt For For
Director of the Company
7 Grant of rights to Chief Executive Officer Mgmt For For
- 2013 Financial Year
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933744016
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 26-Apr-2013
Ticker: T
ISIN: US00206R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B. ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1C. ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1D. ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1E. ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1F. ELECTION OF DIRECTOR: SCOTT T. FORD Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1H. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1I. ELECTION OF DIRECTOR: MICHAEL B. Mgmt For For
MCCALLISTER
1J. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1K. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1L. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1M. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITORS.
3. ADVISORY APPROVAL OF EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVE STOCK PURCHASE AND DEFERRAL PLAN. Mgmt For For
5. POLITICAL CONTRIBUTIONS REPORT. Shr Against For
6. LEAD BATTERIES REPORT. Shr Against For
7. COMPENSATION PACKAGES. Shr Against For
8. INDEPENDENT BOARD CHAIRMAN. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
ATLANTIA SPA, ROMA Agenda Number: 704408170
--------------------------------------------------------------------------------------------------------------------------
Security: T05404107
Meeting Type: MIX
Meeting Date: 30-Apr-2013
Ticker:
ISIN: IT0003506190
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 15 MAY 2013. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_157962.PDF AND
http://www.atlantia.it/en/pdf/assemblea2013
/Supplement_to_notice_of_call_to_General_Mee
ting_30_April_15_May_2013.pdf
O.1 Balance sheet as of 31-Dec-12. Board of Mgmt For For
Directors', Internal and External Auditors'
reports. Profit allocation. Consolidated
balance sheet as of 31-Dec-12. Resolutions
related there to
O.2 To authorize the purchase and alienation of Mgmt Against Against
own shares, upon revoke, for the
non-executed portion, of the authorization
granted by the meeting of 24-Apr-12, as per
articles 2357 and following of the Italian
Civil Code as well as per article 132 of
the Legislative Decree 24-Feb-98 no 58 and
article 144-bis of the Consob Regulation
adopted by resolution no 11971/1999 and
following amendments. Resolutions related
there to
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS DIRECTORS, THERE IS
ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1
SLATE OF THE 2 SLATES. THANK YOU.
O.3.1 PLEASE NOTE THAT THIS RESOLUTION IS A Shr No vote
SHAREHOLDER PROPOSAL: To state Directors'
number and appoint them for financial years
2013-2015. To appoint Board of Directors'
Chairman. To state their emolument
including the amount due for their activity
in the Committees: Appointment of
Directors: List presented by Sintonia Spa
representing 47.96% of company stock
capital: 1. Giuliano Mari 2. Carla Angela
3. Gilberto Benetton 4. Carlo Bertazzo 5.
Giovanni Castellucci 6. Fabio Cerchiai 7.
Alberto Clo 8. Massimo Lapucci 9. Valentina
Martinelli 10. Monica Mondardini 11.
Clemente Rebecchini 12. Paolo Zannoni 13.
Antonino Turicchi 14. Valerio Bellamoli 15.
Paolo Roverato
O.3.2 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: To state Directors'
number and appoint them for financial years
2013-2015. To appoint Board of Directors'
Chairman. To state their emolument
including the amount due for their activity
in the Committees: Appointment of
Directors: List presented by Allianz Global
Investors Italia SGR SPA, Anima SGR SPA,
Arca SGR SPA, BNP Paribas Investment
Partners SGR SPA, Eurizon Capital SGR SPA,
Eurizon Capital SA, FIL Investment
International, Fideuram Gestions SA,
Interfund Sicav, Generali Investments
Europe SPA, Alleanza Toro SPA, Generali
Life SPA, Pioneer Asset Management SA,
Pioneer Investment Management SGR SPA, and
UBI Pramerica representing 1.634% of
company stock capital: 1. Marcus Lucy 2.
Coda Gianni 3. Bertoldi Bernardo
O.4 Resolutions on the first section of the Mgmt Against Against
rewarding report as per article 123-ter of
the Legislative Decree 24-Feb-98 no 58
O.5 To amend Stock Option plan 2011, Stock Mgmt Against Against
Grant Plan 2011 and Stock Grant Plan-M. B.
O. approved on 20-Apr-2011. Resolutions
related there to
E.1 To approve the merger plan by incorporation Mgmt Against Against
of Gemina S.p.A. into Atlantia S.p.A.
Resolutions related there to. Proxies and
functions
--------------------------------------------------------------------------------------------------------------------------
ATMOS ENERGY CORPORATION Agenda Number: 933721018
--------------------------------------------------------------------------------------------------------------------------
Security: 049560105
Meeting Type: Annual
Meeting Date: 13-Feb-2013
Ticker: ATO
ISIN: US0495601058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ROBERT W. BEST Mgmt For For
1B. ELECTION OF DIRECTOR: KIM R. COCKLIN Mgmt For For
1C. ELECTION OF DIRECTOR: RICHARD W. DOUGLAS Mgmt For For
1D. ELECTION OF DIRECTOR: RUBEN E. ESQUIVEL Mgmt For For
1E. ELECTION OF DIRECTOR: RICHARD K. GORDON Mgmt For For
1F. ELECTION OF DIRECTOR: ROBERT C. GRABLE Mgmt For For
1G. ELECTION OF DIRECTOR: THOMAS C. MEREDITH Mgmt For For
1H. ELECTION OF DIRECTOR: NANCY K. QUINN Mgmt For For
1I. ELECTION OF DIRECTOR: RICHARD A. SAMPSON Mgmt For For
1J. ELECTION OF DIRECTOR: STEPHEN R. SPRINGER Mgmt For For
1K. ELECTION OF DIRECTOR: RICHARD WARE II Mgmt For For
2. PROPOSAL TO AMEND THE COMPANY'S ANNUAL Mgmt For For
INCENTIVE PLAN FOR MANAGEMENT.
3. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2013.
4. ADVISORY VOTE BY SHAREHOLDERS TO APPROVE Mgmt For For
THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS FOR FISCAL 2012 (SAY ON
PAY).
--------------------------------------------------------------------------------------------------------------------------
AUCKLAND INTERNATIONAL AIRPORT LTD Agenda Number: 704065449
--------------------------------------------------------------------------------------------------------------------------
Security: Q06213104
Meeting Type: AGM
Meeting Date: 24-Oct-2012
Ticker:
ISIN: NZAIAE0001S8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE
PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED. HENCE, IF YOU HAVE OBTAINED
BENEFIT OR DO EXPECT TO OBTAIN FUTURE
BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") FOR THE RELEVANT PROPOSAL ITEMS.
1 To elect Justine Smyth as a director Mgmt For For
2 To re-elect John Brabazon as a director Mgmt Against Against
3 To re-elect Richard Didsbury as a director Mgmt Against Against
4 To increase the total quantum of annual Mgmt For For
directors' fees by NZD 36,120 from NZD
1,290,000 to NZD 1,326,120
5 To authorise the directors to fix the fees Mgmt For For
and expenses of the auditor
--------------------------------------------------------------------------------------------------------------------------
BEIJING CAPITAL INTERNATIONAL AIRPORT CO LTD Agenda Number: 704460803
--------------------------------------------------------------------------------------------------------------------------
Security: Y07717104
Meeting Type: AGM
Meeting Date: 28-Jun-2013
Ticker:
ISIN: CNE100000221
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0426/LTN20130426081.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0426/LTN20130426075.pdf
O.1 To consider and approve the report of the Mgmt For For
Board of Directors of the Company (the
"Board") for the year ended 31 December
2012
O.2 To consider and approve the report of the Mgmt For For
Supervisory Committee of the Company for
the year ended 31 December 2012
O.3 To consider and approve the audited Mgmt For For
Financial Statements and the Independent
Auditor's Report for the year ended 31
December 2012
O.4 To consider and approve the profit Mgmt For For
appropriation proposal for the year ended
31 December 2012
O.5 To consider and approve the re-appointment Mgmt For For
of PricewaterhouseCoopers Zhong Tian LLP
and PricewaterhouseCoopers, as the
Company's PRC and international auditors,
respectively, for the year ending 31
December 2013 and the granting of the
authorisation to the Board to determine
their remuneration
S.1 To consider and approve the proposed Mgmt For For
amendments
cmmt PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE 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
--------------------------------------------------------------------------------------------------------------------------
CCR SA, SAO PAULO Agenda Number: 703976906
--------------------------------------------------------------------------------------------------------------------------
Security: P1413U105
Meeting Type: EGM
Meeting Date: 02-Aug-2012
Ticker:
ISIN: BRCCROACNOR2
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
1 To vote regarding the election of Mr. Mgmt For For
Emerson De Almeida as an independent member
of the board of directors of the company,
with a term in office until the annual
general meeting of the company that will
vote on the financial statements from the
fiscal year that ends on December 31, 2012,
to hold the second position for an
independent member of the board of
directors, which is vacant, in accordance
with that which was resolved on at the
annual general meeting of the company held
on April 13, 2012
--------------------------------------------------------------------------------------------------------------------------
CCR SA, SAO PAULO Agenda Number: 704376208
--------------------------------------------------------------------------------------------------------------------------
Security: P1413U105
Meeting Type: AGM
Meeting Date: 18-Apr-2013
Ticker:
ISIN: BRCCROACNOR2
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A Non-Voting
VOTE TO ELECT A MEMBER MUST INCLUDE THE
NAME OF THE CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON THIS ITEM IS
RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR
VOTE WILL BE PROCESSED IN FAVOR OR AGAINST
OF THE DEFAULT COMPANY'S CANDIDATE. THANK
YOU.
1 Accept financial statements and statutory Mgmt For For
reports for fiscal year ended Dec. 31, 2012
2 Approve capital budget for upcoming fiscal Mgmt For For
year
3 Approve allocation of income and dividends Mgmt For For
4 Fix number of directors and fiscal council Mgmt For For
members and elect board and fiscal council
members
5 Install fiscal council Mgmt For For
6 Approve remuneration of company's Mgmt Against Against
management
--------------------------------------------------------------------------------------------------------------------------
CENTERPOINT ENERGY, INC. Agenda Number: 933743569
--------------------------------------------------------------------------------------------------------------------------
Security: 15189T107
Meeting Type: Annual
Meeting Date: 25-Apr-2013
Ticker: CNP
ISIN: US15189T1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: MILTON CARROLL Mgmt For For
1B. ELECTION OF DIRECTOR: MICHAEL P. JOHNSON Mgmt For For
1C. ELECTION OF DIRECTOR: JANIECE M. LONGORIA Mgmt For For
1D. ELECTION OF DIRECTOR: DAVID M. MCCLANAHAN Mgmt For For
1E. ELECTION OF DIRECTOR: SUSAN O. RHENEY Mgmt For For
1F. ELECTION OF DIRECTOR: R.A. WALKER Mgmt For For
1G. ELECTION OF DIRECTOR: PETER S. WAREING Mgmt For For
2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR 2013.
3. APPROVE THE ADVISORY RESOLUTION ON Mgmt For For
EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD Agenda Number: 704382617
--------------------------------------------------------------------------------------------------------------------------
Security: G2098R102
Meeting Type: AGM
Meeting Date: 20-May-2013
Ticker:
ISIN: BMG2098R1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0403/LTN201304031303.pdf
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0403/LTN201304031197.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS THANK YOU.
1 To receive the audited Financial Mgmt For For
Statements, the Report of the Directors and
the Independent Auditor's Report for the
year ended 31st December, 2012
2 To declare a final dividend Mgmt For For
3.1 To elect Mr. Kam Hing Lam as Director Mgmt For For
3.2 To elect Mr. Ip Tak Chuen, Edmond as Mgmt Against Against
Director
3.3 To elect Mr. Andrew John Hunter as Director Mgmt Against Against
3.4 To elect Mrs. Chow Woo Mo Fong, Susan as Mgmt Against Against
Director
3.5 To elect Mr. Frank John Sixt as Director Mgmt Against Against
4 To appoint Messrs. Deloitte Touche Tohmatsu Mgmt For For
as Auditor and authorise the Directors to
fix their remuneration
5.1 To give a general mandate to the Directors Mgmt Against Against
to issue additional shares of the Company
5.2 To give a general mandate to the Directors Mgmt For For
to repurchase shares of the Company
5.3 To extend the general mandate granted to Mgmt Against Against
the Directors pursuant to Ordinary
Resolution No. 5(1) to issue additional
shares of the Company
--------------------------------------------------------------------------------------------------------------------------
COMPANHIA DE SANEAMENTO BASICO DO ESTADO Agenda Number: 933780959
--------------------------------------------------------------------------------------------------------------------------
Security: 20441A102
Meeting Type: Annual
Meeting Date: 22-Apr-2013
Ticker: SBS
ISIN: US20441A1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
E1. RATIFICATION OF CODEC (STATE COUNCIL FOR Mgmt For For
PROTECTION OF CAPITAL OF THE STATE OF SAO
PAULO) OPINION NO 003/2013 DEALING WITH THE
COMPENSATION ADJUSTMENT OF OFFICERS,
MEMBERS OF THE BOARD OF DIRECTORS AND
FISCAL COUNCIL OF COMPANIES CONTROLLED BY
THE STATE GOVERNMENT.
E2. RESOLUTION ON THE SPLIT OF THE COMPANY Mgmt For For
COMMON SHARES THROUGH WHICH EACH COMMON
SHARE WILL BE THEN REPRESENTED BY THREE (3)
COMMON SHARES, AT THE RATIO OF 1:3.
E3. AMENDMENT TO THE CAPUT OF ARTICLE 3 OF THE Mgmt For For
COMPANY'S BYLAWS, WITHOUT ANY ALTERATION IN
THE FINANCIAL AMOUNT OF SHARE CAPITAL, AS A
RESULT OF THE SPLIT OF THE COMPANY COMMON
SHARES, PURSUANT TO ITEM II ABOVE.
A1. ANALYSIS OF THE MANAGEMENT ANNUAL REPORT; Mgmt For For
RESOLUTION ON THE FINANCIAL STATEMENTS,
NAMELY: BALANCE SHEET AND RELATED
STATEMENTS OF INCOME, STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY, STATEMENTS OF CASH
FLOWS, STATEMENTS OF VALUE ADDED AND NOTES
TO THE FINANCIAL STATEMENTS, ACCOMPANIED BY
REPORTS OF INDEPENDENT AUDITORS AND FISCAL
COUNCIL.
A2. RESOLUTION ON THE ALLOCATION OF NET INCOME Mgmt For For
FOR 2012.
A3. ELECTION OF MEMBERS OF THE BOARD, SITTING Mgmt Against Against
AND ALTERNATE MEMBERS OF THE FISCAL COUNCIL
AND DEFINITION OF THEIR COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS Agenda Number: 704194288
--------------------------------------------------------------------------------------------------------------------------
Security: P2577R110
Meeting Type: EGM
Meeting Date: 18-Dec-2012
Ticker:
ISIN: BRCMIGACNPR3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS Non-Voting
CAN VOTE ON ITEM "A" ONLY. THANK YOU.
A A change in the composition of the board of Mgmt For For
directors, as a result of a resignation
B Guidance for the vote of the Non-Voting
representatives of Companhia Energetica De
Minas Gerais, at the extraordinary general
meetings of Cemig Distribuicao S.A. and
Cemig Geracao E Transmissa S.A. to be held
on the same date as this general meeting,
if the composition of the board of
directors of Cemig is changed
--------------------------------------------------------------------------------------------------------------------------
CORENERGY INFRASTRUCTURE TRUST, INC. Agenda Number: 933787422
--------------------------------------------------------------------------------------------------------------------------
Security: 21870U205
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: CORR
ISIN: US21870U2050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
RICHARD C. GREEN Mgmt For For
JOHN R. GRAHAM Mgmt For For
2. RATIFICATION OF ERNST & YOUNG LLP AS THE Mgmt For For
COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM TO AUDIT THE FINANCIAL
STATEMENTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
CROWN CASTLE INTERNATIONAL CORP Agenda Number: 933777863
--------------------------------------------------------------------------------------------------------------------------
Security: 228227104
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: CCI
ISIN: US2282271046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: EDWARD C. HUTCHESON, Mgmt For For
JR.
1B. ELECTION OF DIRECTOR: J. LANDIS MARTIN Mgmt For For
1C. ELECTION OF DIRECTOR: W. BENJAMIN MORELAND Mgmt For For
2. THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR FISCAL YEAR 2013.
3. THE PROPOSAL TO APPROVE THE COMPANY'S 2013 Mgmt For For
LONG-TERM INCENTIVE PLAN.
4. THE AMENDMENT TO THE COMPANY'S AMENDED AND Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE COMPANY'S BOARD OF
DIRECTORS.
5. THE NON-BINDING, ADVISORY VOTE REGARDING Mgmt For For
THE COMPENSATION OF THE COMPANY'S NAMED
EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 933746705
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C204
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: DUK
ISIN: US26441C2044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
WILLIAM BARNET, III Mgmt For For
G. ALEX BERNHARDT, SR. Mgmt For For
MICHAEL G. BROWNING Mgmt For For
HARRIS E. DELOACH, JR. Mgmt For For
DANIEL R. DIMICCO Mgmt For For
JOHN H. FORSGREN Mgmt For For
ANN M. GRAY Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
JOHN T. HERRON Mgmt For For
JAMES B. HYLER, JR. Mgmt For For
E. MARIE MCKEE Mgmt For For
E. JAMES REINSCH Mgmt For For
JAMES T. RHODES Mgmt For For
JAMES E. ROGERS Mgmt For For
CARLOS A. SALADRIGAS Mgmt For For
PHILIP R. SHARP Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
DUKE ENERGY CORPORATION'S INDEPENDENT
PUBLIC ACCOUNTANT FOR 2013
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
4. APPROVAL OF THE AMENDED DUKE ENERGY Mgmt For For
CORPORATION EXECUTIVE SHORT-TERM INCENTIVE
PLAN
5. SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER Shr Against For
ACTION BY WRITTEN CONSENT
6. SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT Shr For Against
TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE
MAJORITY VOTING FOR THE ELECTION OF
DIRECTORS
--------------------------------------------------------------------------------------------------------------------------
E.ON SE, DUESSELDORF Agenda Number: 704344922
--------------------------------------------------------------------------------------------------------------------------
Security: D24914133
Meeting Type: AGM
Meeting Date: 03-May-2013
Ticker:
ISIN: DE000ENAG999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that for Registered Share Non-Voting
meetings in Germany there is now a
requirement that any shareholder who holds
an aggregate total of 3 per cent or more of
the outstanding share capital must register
under their beneficial owner details before
the appropriate deadline to be able to
vote. Failure to comply with the
declaration requirements as stipulated in
section 21 of the Securities Trade Act
(WpHG) may prevent the shareholder from
voting at the general meetings. Therefore,
your custodian may request that we register
beneficial owner data for all voted
accounts to the respective sub custodian.
If you require further information with
regard to whether such BO registration will
be conducted for your custodian's accounts,
please contact your CSR for more
information.
https://materials.proxyvote.com/Approved/99
999Z/19840101/OTHER_153994.PDF
The sub custodians have also advised that Non-Voting
voted shares are not blocked for trading
purposes i.e. they are only unavailable for
settlement. In order to deliver/settle a
voted position before the deregistration
date a voting instruction cancellation and
de-registration request needs to be sent to
your CSR or Custodian. Failure to
de-register the shares before settlement
date could result in the settlement being
delayed. If you are considering settling a
traded voted position prior to the meeting
date of this event, please contact your CSR
or custodian to ensure your shares have
been deregistered.
The Vote/Registration Deadline as displayed Non-Voting
on ProxyEdge is subject to change and will
be updated as soon as Broadridge receives
confirmation from the sub custodians
regarding their instruction deadline. For
any queries please contact your Client
Services Representative.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting
18.04.2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the adopted Annual Non-Voting
Financial Statements and the approved
Consolidated Financial Statements for the
2012 financial year, along with the
Management Report Summary for E.ON SE and
the E.ON Group and the Report of the
Supervisory Board as well as the
Explanatory Report of the Board of
Management regarding the statements
pursuant to Sections 289 para. 4, 315 para.
4 and Section 289 para. 5 German Commercial
Code (Handelsgesetzbuch-HGB)
2. Appropriation of balance sheet profits from Mgmt For For
the 2012 financial year
3. Discharge of the Board of Management for Mgmt For For
the 2012 financial year
4. Discharge of the Supervisory Board for the Mgmt For For
2012 financial year
5.a Election of the auditor for the 2013 Mgmt For For
financial year as well as for the
inspection of financial statements:
Election of PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the annual
as well as the consolidated financial
statements for the 2013 financial year.
5.b Election of the auditor for the 2013 Mgmt For For
financial year as well as for the
inspection of financial statements:
Election of PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the
inspection of the abbreviated financial
statements and the interim management
report for the first half of the 2013
financial year
6.a Election of the Supervisory Board: Ms Mgmt For For
Baroness Denise Kingsmill CBE
6.b Election of the Supervisory Board: Mr Prof. Mgmt Against Against
Dr. Ulrich Lehner
6.c Election of the Supervisory Board: Mr Rene Mgmt For For
Obermann
6.d Election of the Supervisory Board: Ms Dr. Mgmt For For
Karen de Segundo
6.e Election of the Supervisory Board: Mr Dr. Mgmt For For
Theo Siegert
6.f Election of the Supervisory Board: Mr Mgmt For For
Werner Wenning
7. Approval of the compensation system Mgmt For For
applying to the members of the Board of
Management
8. Remuneration of the first Supervisory Board Mgmt For For
of E.ON SE
--------------------------------------------------------------------------------------------------------------------------
EAST JAPAN RAILWAY COMPANY Agenda Number: 704561782
--------------------------------------------------------------------------------------------------------------------------
Security: J1257M109
Meeting Type: AGM
Meeting Date: 21-Jun-2013
Ticker:
ISIN: JP3783600004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt Against Against
3.2 Appoint a Corporate Auditor Mgmt For For
4 Approve Payment of Bonuses to Corporate Mgmt For For
Officers
5 Shareholder Proposal: Partial amendment to Shr Against For
the Articles of Incorporation (1)
6 Shareholder Proposal: Establishment of a Shr Against For
Committee for Development of Recovery Plans
7 Shareholder Proposal: Partial amendment to Shr Against For
the Articles of Incorporation (2)
8 Shareholder Proposal: Establishment of a Shr Against For
Special Committee for Compliance
Surveillance
9 Shareholder Proposal: Partial amendment to Shr For Against
the Articles of Incorporoation (3)
10 Shareholder Proposal: Partial amendment to Shr For Against
the Articles of Incorporation (4)
11.1 Shareholder Proposal: Dismisal of Director Shr Against For
11.2 Shareholder Proposal: Dismisal of Director Shr Against For
11.3 Shareholder Proposal: Dismisal of Director Shr Against For
11.4 Shareholder Proposal: Dismisal of Director Shr Against For
11.5 Shareholder Proposal: Dismisal of Director Shr Against For
12 Shareholder Proposal: Reduction of Shr Against For
remuneration to Directors and Corporate
Auditors
13 Shareholder Proposal: Proposal for Shr Against For
appropriation of retained earnings
--------------------------------------------------------------------------------------------------------------------------
EDP-ENERGIAS DE PORTUGAL SA, LISBOA Agenda Number: 704402243
--------------------------------------------------------------------------------------------------------------------------
Security: X67925119
Meeting Type: AGM
Meeting Date: 06-May-2013
Ticker:
ISIN: PTEDP0AM0009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT VOTING IN PORTUGUESE Non-Voting
MEETINGS REQUIRES THE DISCLOSURE OF
BENEFICIAL OWNER INFORMATION, THROUGH
DECLARATIONS OF PARTICIPATION AND VOTING.
BROADRIDGE WILL DISCLOSE THE BENEFICIAL
OWNER INFORMATION FOR YOUR VOTED ACCOUNTS.
ADDITIONALLY, PORTUGUESE LAW DOES NOT
PERMIT BENEFICIAL OWNERS TO VOTE
INCONSISTENTLY ACROSS THEIR HOLDINGS.
OPPOSING VOTES MAY BE REJECTED SUMMARILY BY
THE COMPANY HOLDING THIS BALLOT. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
1 Resolve on the approval of the individual Mgmt For For
and consolidated accounts' reporting
documents for 2012, including the global
management report (which incorporates a
chapter regarding corporate governance),
the individual and consolidated accounts,
the annual report and the opinion of the
General and Supervisory Board and the legal
certification of the individual and
consolidated accounts
2 Resolve on the allocation of profits in Mgmt For For
relation to the 2012 financial year
3.1 Resolve on the general appraisal of the Mgmt For For
management and supervision of the company,
under article 455 of the Portuguese
Companies Code: Vote of confidence to the
Executive Board of Directors
3.2 Resolve on the general appraisal of the Mgmt For For
management and supervision of the company,
under article 455 of the Portuguese
Companies Code: Vote of confidence to the
General and Supervisory Board
3.3 Resolve on the general appraisal of the Mgmt For For
management and supervision of the company,
under article 455 of the Portuguese
Companies Code: Vote of confidence to the
Statutory Auditor
4 Resolve on the granting of authorization to Mgmt For For
the Executive Board of Directors for the
acquisition and sale of own shares by EDP
and subsidiaries of EDP
5 Resolve on the granting of authorization to Mgmt For For
the Executive Board of Directors for the
acquisition and sale of own bonds by EDP
and subsidiaries of EDP
6 Resolve on the remuneration policy of the Mgmt For For
members of the Executive Board of Directors
presented by the Remunerations Committee of
the General and Supervisory Board
7 Resolve on the remuneration policy of the Mgmt For For
other members of the corporate bodies
presented by the Remunerations Committee
elected by the General Shareholders'
Meeting
8.1 Resolve on the election of members of the Mgmt For For
General and Supervisory Board, for the
current 2012-2014 term of office: Resolve
on the election of Augusto Carlos Serra
Ventura Mateus
8.2 Resolve on the election of members of the Mgmt For For
General and Supervisory Board, for the
current 2012-2014 term of office: Resolve
on the election of Nuno Manuel da Silva
Amado
9 Resolve on the election of a member of the Mgmt For For
Environment and Sustainability Board, for
the current 2012-2014 term of office
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN TEXT OF RESOLUTION 1. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
ENAGAS SA, MADRID Agenda Number: 704375357
--------------------------------------------------------------------------------------------------------------------------
Security: E41759106
Meeting Type: OGM
Meeting Date: 24-Apr-2013
Ticker:
ISIN: ES0130960018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To examine and, if appropriate, approve the Mgmt For For
2012 Annual Accounts (balance sheet, income
statement, statement of changes in equity,
cash flow statement and notes to the
financial statements) and Management Report
of Enagas S.A. and its Consolidated Group
2 To approve, if applicable, the proposed Mgmt For For
distribution of Enagas, S.A.'s profit for
the financial year 2012
3 To approve, if appropriate, the performance Mgmt For For
of the Board of Directors of Enagas, S.A.
in 2012
4 To re-appoint Deloitte S.L. as Auditor of Mgmt For For
Enagas, S.A. and its Consolidated Group for
2013
5.1 Ratification of the appointment as Mgmt For For
Director, agreed by co-option by the Board
of Directors on 17 September 2012, of Mr.
Marcelino Oreja Arburua. Mr. Marcelino
Oreja Arburua is appointed as an Executive
Director
5.2 Re-election of Mr. Ramon Perez Simarro as Mgmt For For
Director for the statutory four-year
period. Mr. Ramon Perez Simarro is
appointed as an Independent Director
5.3 Re-election of Mr. Marti Parellada Sabata Mgmt For For
as Director for the statutory four-year
period. Mr. Marti Parellada Sabata is
appointed as an Independent Director
5.4 Appointment as Director for the statutory Mgmt For For
four-year period of Mr. Jesus Maximo
Pedrosa Ortega. Mr. Jesus Maximo Pedrosa
Ortega will be appointed as a Nominee
Director following a proposal by Sociedad
Estatal de Participaciones Industriales
(SEPI)
5.5 Appointment as Director for the statutory Mgmt For For
four-year period of Ms. Rosa Rodriguez
Diaz. Ms. Rosa Rodriguez Diaz will be
appointed as an Independent Director
6 To approve directors' remuneration for 2013 Mgmt For For
7 To submit to the advisory vote of the Mgmt For For
Meeting the annual report on directors'
remuneration referred to in Article 61 ter
of the Ley de Mercado de Valores
(Securities Market Act, "LMV")
8 Report not submitted to a vote concerning Non-Voting
modifications to the "Rules and Regulations
on the Organisation and Functioning of the
Board of Directors of Enagas, S.A." since
the last General Shareholders' Meeting
9 To delegate powers to supplement, Mgmt For For
implement, perform, rectify and formalise
the resolutions adopted at the General
Meeting
--------------------------------------------------------------------------------------------------------------------------
ENBRIDGE INC. Agenda Number: 933761543
--------------------------------------------------------------------------------------------------------------------------
Security: 29250N105
Meeting Type: Annual
Meeting Date: 08-May-2013
Ticker: ENB
ISIN: CA29250N1050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID A. ARLEDGE Mgmt For For
JAMES J. BLANCHARD Mgmt For For
J. LORNE BRAITHWAITE Mgmt For For
J. HERB ENGLAND Mgmt For For
CHARLES W. FISCHER Mgmt For For
V.M. KEMPSTON DARKES Mgmt For For
DAVID A. LESLIE Mgmt For For
AL MONACO Mgmt For For
GEORGE K. PETTY Mgmt For For
CHARLES E. SHULTZ Mgmt For For
DAN C. TUTCHER Mgmt For For
CATHERINE L. WILLIAMS Mgmt For For
02 APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS.
03 VOTE ON OUR APPROACH TO EXECUTIVE Mgmt For For
COMPENSATION. WHILE THIS VOTE IS
NON-BINDING, IT GIVES SHAREHOLDERS AN
OPPORTUNITY TO PROVIDE IMPORTANT INPUT TO
OUR BOARD.
--------------------------------------------------------------------------------------------------------------------------
EUTELSAT COMMUNICATIONS, PARIS Agenda Number: 704119709
--------------------------------------------------------------------------------------------------------------------------
Security: F3692M128
Meeting Type: MIX
Meeting Date: 08-Nov-2012
Ticker:
ISIN: FR0010221234
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 126401 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 IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, Non-Voting
sign 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 Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
012/1024/201210241206083.pdf
O.1 Approval of the reports and annual Mgmt For For
corporate financial statements for the
financial year ended June 30, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
June 30, 2012
O.3 Approval of the regulated agreements Mgmt For For
O.4 Allocation of income for the financial year Mgmt For For
ended June 30, 2011
O.5 Renewal of term of Mr. Jean-Martin Folz as Mgmt Against Against
Board member
O.6 Renewal of term of Mr. Bertrand Mabille as Mgmt For For
Board member
O.7 Renewal of term of the company Fonds Mgmt For For
Strategique d'Investissement as Board
member
O.8 Renewal of term of Mr. Olivier Rozenfeld as Mgmt For For
Board member
O.9 Renewal of term of Mr. Jean-Paul Brillaud Mgmt For For
as Board member
O.10 Renewal of term of Lord John Birt as Board Mgmt For For
member
O.11 Renewal of term of Mr. Michel de Rosen as Mgmt For For
Board member
O.12 Renewal of term of Mrs. Carole Piwnica as Mgmt For For
Board member
O.13 Appointment of Mrs Meriem Bensalah Chaqroun Mgmt For For
as Board member
O.14 Appointment of Mrs Elisabetta Oliveri as Mgmt For For
Board member
O.15 Authorization to be granted to the Board of Mgmt Against Against
Directors to allow the Company to purchase
its own shares
E.16 Authorization to the Board of Directors to Mgmt For For
reduce share capital by cancellation of
shares acquired by the Company under the
share repurchase program
E.17 Amendment to Article 14 of the Company's Mgmt For For
bylaws regarding the length of term of
Board members
E.18 Amendment to Article 21 of the Company's Mgmt For For
bylaws regarding the representation of
shareholders at General Meetings
E.19 Deletion of Articles 28 and 29 of the Mgmt For For
Company's bylaws regarding publication and
signatories as part of Title IX entitled
"Miscellaneous" of the said bylaws
E.20 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
EXELON CORPORATION Agenda Number: 933745195
--------------------------------------------------------------------------------------------------------------------------
Security: 30161N101
Meeting Type: Annual
Meeting Date: 23-Apr-2013
Ticker: EXC
ISIN: US30161N1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ANTHONY K. ANDERSON Mgmt For For
1B. ELECTION OF DIRECTOR: ANN C. BERZIN Mgmt For For
1C. ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Mgmt For For
1D. ELECTION OF DIRECTOR: CHRISTOPHER M. CRANE Mgmt For For
1E. ELECTION OF DIRECTOR: YVES C. DE BALMANN Mgmt For For
1F. ELECTION OF DIRECTOR: NICHOLAS DEBENEDICTIS Mgmt For For
1G. ELECTION OF DIRECTOR: NELSON A. DIAZ Mgmt For For
1H. ELECTION OF DIRECTOR: SUE L. GIN Mgmt For For
1I. ELECTION OF DIRECTOR: PAUL L. JOSKOW Mgmt For For
1J. ELECTION OF DIRECTOR: ROBERT J. LAWLESS Mgmt For For
1K. ELECTION OF DIRECTOR: RICHARD W. MIES Mgmt For For
1L. ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON Mgmt For For
1M. ELECTION OF DIRECTOR: THOMAS J. RIDGE Mgmt For For
1N. ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1O. ELECTION OF DIRECTOR: MAYO A. SHATTUCK III Mgmt For For
1P. ELECTION OF DIRECTOR: STEPHEN D. STEINOUR Mgmt For For
2. THE RATIFICATION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS EXELON'S INDEPENDENT ACCOUNTANT FOR
2013.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVE AMENDED & RESTATED EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
--------------------------------------------------------------------------------------------------------------------------
FERROVIAL SA, MADRID Agenda Number: 704305134
--------------------------------------------------------------------------------------------------------------------------
Security: E49512119
Meeting Type: OGM
Meeting Date: 22-Mar-2013
Ticker:
ISIN: ES0118900010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN MEETING DATE FROM 21 MAR TO 22
MAR 2013. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
1 Review and approval of the annual accounts, Mgmt For For
balance sheet, income statement, statement
of changes in equity, statement of cash
flows and memory-and the individual
management report of Ferrovial, SA, as well
as the consolidated financial statements
and the management report of the
consolidated group for the year ended
December 31, 2012
2.1 Application of the profit for 2012 Mgmt For For
2.2 Dividend distribution charged to Mgmt For For
unrestricted reserves
3 Review and approval of the management by Mgmt For For
the Board of Directors in 2012
4 Re-election of auditors of the Company and Mgmt For For
its consolidated group
5.1 Re-election of D. Rafael del Pino y Mgmt For For
Calvo-Sotelo
5.2 Re-election of D. Santiago Bergareche Mgmt Against Against
Busquet
5.3 Re-election of D. Joaquin Ayuso Garcia Mgmt Against Against
5.4 Re-election of D. Inigo Meiras Amusco Mgmt For For
5.5 Re-election of D. Jaime Carvajal Urquijo Mgmt Against Against
5.6 Re-election of Baela Portman, SL Mgmt Against Against
5.7 Re-election of D. Juan Arena de la Mora Mgmt Against Against
5.8 Re-election of D. Gabriele Burgio Mgmt For For
5.9 Re-election of Ms. Maria del Pino y Calvo Mgmt Against Against
Sotelo
5.10 Re-election of D. Santiago Fernandez Mgmt For For
Valbuena
5.11 Re-election of D. Jose Fernando Mgmt For For
Sanchez-Junco Mans
5.12 Re-election of Karlovy, SL Mgmt Against Against
6.1 Approval of a plan to deliver shares of the Mgmt Against Against
Company to members of the Board of
Directors who perform executive functions
6.2 Approval of a plan to deliver shares of the Mgmt Against Against
Company to members of senior management
7 Authorization to the Board of Directors to Mgmt For For
acquire treasury stock directly or through
group companies
8 Delegation of powers for the formalization, Mgmt For For
registration and implementation of the
resolutions adopted by the Board.
Empowerment to formalize the filing of
annual accounts referred to in Article 279
of the Ley de Sociedades de Capital
9 Annual report on director compensation Mgmt Against Against
(Article 61 ter of the Ley del Mercado de
Valores)
10 Information on amendments made to the Non-Voting
Regulations of the Board of Directors
11 Information used by the Board of Directors Non-Voting
of the powers delegated by the agreement
6th General Meeting of the Company held on
October 22, 2009 (delegation to the Board
of Directors, among others, of the power to
issue bonds, notes and other fixed-income
securities, both simple as convertible and
/ or exchangeable and warrants and
preferred shares)
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 162836 DUE TO CHANGE IN AGENDA.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
FLUGHAFEN ZUERICH AG, KLOTEN Agenda Number: 704342675
--------------------------------------------------------------------------------------------------------------------------
Security: H26552101
Meeting Type: AGM
Meeting Date: 18-Apr-2013
Ticker:
ISIN: CH0010567961
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING OF REGISTERED SHARES IS NOT A Non-Voting
LEGAL REQUIREMENT IN THE SWISS MARKET,
SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU
HAVE CONCERNS REGARDING YOUR ACCOUNTS,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 154654,
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 Presentation of the annual report and Non-Voting
financial statements as of 31 December 2012
2 Presentation of the auditor's report Non-Voting
3.A Approval of the annual report and financial Mgmt For For
statements for the 2012 business year
3.B consultative vote about the compensation Mgmt Against Against
report
4 Discharge of the members of the board of Mgmt For For
directors
5 Appropriation of the profit available for Mgmt For For
distribution
6.1 Re-election of Mr. Martin Candrian to the Mgmt For For
board of directors
6.2 Re-election of Ms. Corine Mauch to the Mgmt Against Against
board of directors
6.3 Re-election of Mr. Dr. Kaspar Schiller to Mgmt For For
the board of directors
6.4 Re-election of Mr. Andreas Schmid to the Mgmt Against Against
board of directors
6.5 Re-election of Mr. Ulrik Svensson to the Mgmt For For
board of directors
7 Election of the auditors for the 2013 Mgmt For For
business year KPMG AG, Zurich
8 Miscellaneous Non-Voting
9 Ad-hoc Mgmt Abstain For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN THE TEXT OF RESOLUTION 6.2.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE, F Agenda Number: 704447336
--------------------------------------------------------------------------------------------------------------------------
Security: D3856U108
Meeting Type: AGM
Meeting Date: 31-May-2013
Ticker:
ISIN: DE0005773303
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting
THIS MEETING IS 10 MAY 2013, WHEREAS THE
MEETING HAS BEEN SETUP USING THE ACTUAL
RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO
ENSURE THAT ALL POSITIONS REPORTED ARE IN
CONCURRENCE WITH THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 16 Non-Voting
MAY 2013. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. Presentation of the approved annual Non-Voting
financial statements, the approved
consolidated financial statements, the
management report the Fraport Group for
fiscal 2012, with the report of the
Supervisory Board and the explanatory
report of the Executive Board on the
provisions of section 289 (4), 315 (4) of
the German Commercial Code
2. Resolution on the appropriation of profits Mgmt For For
for fiscal 2012: Dividend of EUR 1.25 per
entitled share
3. Resolution on formal approval of the Mgmt For For
actions of the Executive Board for fiscal
2012
4. Resolution on formal approval of the Mgmt For For
actions of the Supervisory Board for fiscal
2012
5. Appointment of an auditor for fiscal 2013: Mgmt For For
PricewaterhouseCoopers Aktiengesellschaft
6.1 Resolution on the election of member of the Mgmt Against Against
Supervisory Board: Uwe Becker
6.2 Resolution on the election of member of the Mgmt For For
Supervisory Board: Kathrin Dahnke
6.3 Resolution on the election of member of the Mgmt Against Against
Supervisory Board: Peter Feldmann
6.4 Resolution on the election of member of the Mgmt For For
Supervisory Board: Dr. Margarete Haase
6.5 Resolution on the election of member of the Mgmt Against Against
Supervisory Board: Joerg-Uwe Hahn
6.6 Resolution on the election of member of the Mgmt For For
Supervisory Board: Lothar Klemm
6.7 Resolution on the election of member of the Mgmt Against Against
Supervisory Board: Stefan H. Lauer
6.8 Resolution on the election of member of the Mgmt Against Against
Supervisory Board: Michael Odenwald
6.9 Resolution on the election of member of the Mgmt For For
Supervisory Board: Karlheinz Weimar
6.10 Resolution on the election of member of the Mgmt For For
Supervisory Board: Dr.-Ing. Katja Windt,
Professor
7. Resolution on the cancellation of the Mgmt For For
existing authorized capital, the creation
of authorized capital, and the relevant
amendment to the Articles of Association
--------------------------------------------------------------------------------------------------------------------------
GASLOG LTD. Agenda Number: 933794198
--------------------------------------------------------------------------------------------------------------------------
Security: G37585109
Meeting Type: Annual
Meeting Date: 14-May-2013
Ticker: GLOG
ISIN: BMG375851091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: PETER G. LIVANOS Mgmt For For
1B. ELECTION OF DIRECTOR: PHILIP RADZIWILL Mgmt For For
1C. ELECTION OF DIRECTOR: BRUCE L. BLYTHE Mgmt For For
1D. ELECTION OF DIRECTOR: PAUL J. COLLINS Mgmt For For
1E. ELECTION OF DIRECTOR: WILLIAM M. FRIEDRICH Mgmt For For
1F. ELECTION OF DIRECTOR: JULIAN METHERELL Mgmt For For
1G. ELECTION OF DIRECTOR: ANTHONY PAPADIMITRIOU Mgmt For For
1H. ELECTION OF DIRECTOR: ROBERT D. SOMERVILLE Mgmt For For
2. TO APPROVE THE APPOINTMENT OF DELOITTE Mgmt For For
HADJIPAVLOU, SOFIANOS & CAMBANIS S.A. AS
OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2013, AND TO
AUTHORIZE THE BOARD OF DIRECTORS, ACTING
THROUGH THE AUDIT AND RISK COMMITTEE, TO
DETERMINE THE INDEPENDENT AUDITOR FEE.
--------------------------------------------------------------------------------------------------------------------------
GDF SUEZ SA, PARIS Agenda Number: 704384344
--------------------------------------------------------------------------------------------------------------------------
Security: F42768105
Meeting Type: MIX
Meeting Date: 23-Apr-2013
Ticker:
ISIN: FR0010208488
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 168611 DUE TO ADDITION 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 PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINKS:
http://www.journal-officiel.gouv.fr//pdf/20
13/0311/201303111300591.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2
013/0405/201304051301066.pdf
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
O.1 Approval of the transactions and annual Mgmt For For
corporate financial statements for the
financial year ended December 31, 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income and setting the Mgmt For For
dividend for the financial year 2012
O.4 Approval of the regulated agreements Mgmt For For
pursuant to Article L.225-38 of the
Commercial Code
O.5 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
O.6 Ratification of the appointment of Mrs. Mgmt For For
Ann-Kristin Achleitner as Board member
O.7 Appointment of Mr. Jonathan Reynolds as Mgmt Against Against
Board member representing employee
shareholders pursuant to Article 13.3 2 of
the bylaws
O.8 Appointment of Mrs. Caroline Simon as Board Mgmt Against Against
member representing employee shareholders
pursuant to Article 13.3 2 of the bylaws
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Given the unfavorable
economic environment, and to minimize the
use of debt while increasing the capacity
of the Group's investment, proposal to
replace the dividend set under the 3rd
resolution by dividends for the financial
year 2012 set at EUR 083 per share,
including the interim dividend of EUR 0.83
per share already paid on October 25, 2012
E.9 Delegation of authority to the Board of Mgmt For For
Directors to decide to increase share
capital by issuing shares with cancellation
of preferential subscription rights in
favor of employees participating in GDF
SUEZ Group savings plans
E.10 Delegation of authority to the Board of Mgmt For For
Directors to decide to increase share
capital by issuing shares with cancellation
of preferential subscription rights in
favor of any entities formed within the
framework of the implementation of the GDF
SUEZ Group International Employee Share
Ownership
E.11 Authorization to be granted to the Board of Mgmt For For
Directors to carry out free allocations of
existing shares of the Company to employees
of the Company and employees and corporate
officers of the companies of the Group
(with the exception of corporate officers
of the Company)
E.12 Authorization to be granted to the Board of Mgmt For For
Directors to carry out free allocations of
existing shares of the Company to some
employees of the Company and some employees
and corporate officers of affiliated
companies or groups(with the exception of
corporate officers of the Company)
E.13 Amendment to Article 13.3 1 of the bylaws Mgmt For For
(Composition of the Board of Directors)
E.14 Powers to carry out decisions of the Mgmt For For
General Meeting and legal formalities
--------------------------------------------------------------------------------------------------------------------------
GDR SES S.A. BR FDR Agenda Number: 704307328
--------------------------------------------------------------------------------------------------------------------------
Security: L8300G135
Meeting Type: AGM
Meeting Date: 04-Apr-2013
Ticker:
ISIN: LU0088087324
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Attendance list, quorum and adoption of the Non-Voting
agenda
2 Nomination of a secretary and of two Non-Voting
scrutinizers
3 Presentation by the Chairman of the Board Non-Voting
of Directors of the 2012 activities report
of the Board
4 Presentation on the main developments Non-Voting
during 2012 and perspectives
5 Presentation of the 2012 financial results Non-Voting
6 Presentation of the audit report Non-Voting
7 Approval of the balance sheet and of the Mgmt For For
profit and loss accounts as of December 31,
2012
8 Decision on allocation of 2012 profits Mgmt For For
9 Transfers between reserve accounts Mgmt For For
10 Discharge of the members of the Board of Mgmt For For
Directors
11 Discharge of the auditor Mgmt For For
12 Appointment of the auditor for the year Mgmt For For
2013 and determination of its remuneration:
PricewaterhouseCoopers
13 Resolution on company acquiring own FDRs Mgmt For For
and/or own A- or B-shares
CMMT ELECTION OF DIRECTORS FOR A THREE-YEAR TERM Non-Voting
: CANDIDATES REPRESENTING SHAREHOLDERS OF
CATEGORY A
14.1 Election of Director for a three-year term: Mgmt For For
Mr. Romain Bausch
14.2 Election of Director for a three-year term: Mgmt For For
Mr. Jacques Espinasse
14.3 Election of Director for a three-year term: Mgmt For For
Mrs. Tsega Gebreyes
14.4 Election of Director for a three-year term: Mgmt Against Against
Mr. Francois Tesch
CMMT ELECTION OF DIRECTORS FOR A THREE-YEAR TERM Non-Voting
: CANDIDATES REPRESENTING SHAREHOLDERS OF
CATEGORY B
14.5 Election of Director for a three-year term: Mgmt For For
Mr. Marc Colas
14.6 Election of Director for a three-year term: Mgmt For For
Mr. Jean-Claude Finck
15 Determination of the remuneration of Board Mgmt For For
members
16 Miscellaneous Non-Voting
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_156670.PDF,
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_156671.PDF
CMMT PLEASE NOTE THE FOLLOWING ADDITIONAL Non-Voting
REQUIREMENTS FOR THIS MEETING. A VOTING
CERTIFICATE IS REQUIRED TO BE COMPLETED.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
ADDITION OF URL LINK AND 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.
--------------------------------------------------------------------------------------------------------------------------
GOLAR LNG PARTNERS LP Agenda Number: 933679992
--------------------------------------------------------------------------------------------------------------------------
Security: Y2745C102
Meeting Type: Annual
Meeting Date: 21-Sep-2012
Ticker: GMLP
ISIN: MHY2745C1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO ELECT BART VELDHUIZEN AS A CLASS I Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2013 ANNUAL MEETING.
2 TO ELECT CARL ERIK STEEN AS A CLASS II Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2014 ANNUAL MEETING.
3 TO ELECT HANS PETTER AAS AS A CLASS III Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2015 ANNUAL MEETING.
4 TO ELECT PAUL LEAND JR., AS A CLASS III Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2015 ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
GOLAR LNG PARTNERS LP Agenda Number: 933701307
--------------------------------------------------------------------------------------------------------------------------
Security: Y2745C102
Meeting Type: Annual
Meeting Date: 13-Dec-2012
Ticker: GMLP
ISIN: MHY2745C1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. TO ELECT BART VELDHUIZEN AS A CLASS I Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2013 ANNUAL MEETING OF
LIMITED PARTNERS.
2. TO ELECT CARL ERIK STEEN AS A CLASS II Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2014 ANNUAL MEETING OF
LIMITED PARTNERS.
3. TO ELECT HANS PETTER AAS AS A CLASS III Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2015 ANNUAL MEETING OF
LIMITED PARTNERS.
4. TO ELECT PAUL LEAND JR., AS A CLASS III Mgmt For For
DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL
EXPIRE AT THE 2015 ANNUAL MEETING OF
LIMITED PARTNERS.
5. TO APPROVE THE ADOPTION OF AN AMENDMENT TO Mgmt For For
SECTION 13.9 OF THE PARTNERSHIP'S FIRST
AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP TO REDUCE THE QUORUM
REQUIREMENT FOR MEETINGS OF THE LIMITED
PARTNERS FROM A MAJORITY TO 33 1/3% OF THE
OUTSTANDING UNITS OF THE PARTNERSHIP.
--------------------------------------------------------------------------------------------------------------------------
GRUPO AEROPORTUARIO DEL PACIFICO SAB DE CV Agenda Number: 703985664
--------------------------------------------------------------------------------------------------------------------------
Security: P4959P100
Meeting Type: EGM
Meeting Date: 25-Sep-2012
Ticker:
ISIN: MX01GA000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I Proposal for the approval of the book Mgmt For For
capital in the amount of MXN
25,921,938,014.00, which amount is derived
from the unaudited financial statements to
June 30, 2012, prepared in accordance with
the financial information standards, for
the purpose of the reduction of the fixed
share capital of the company
II Proposal for a reduction of the fixed share Mgmt For For
capital, in a proportional manner between
the amount of the historical share capital
and the amount of the restatement for
inflation to December 31, 2007, by a total
amount of MXN 870 million, to be paid in
cash in a proportional manner among the
number of shares in circulation, by
September 30, 2012, at the latest. of the
total amount of the capital reduction, MXN
572,501,369 will correspond to the
reduction of the historical share capital
and MXN 297,498,631 will correspond to the
amount of the restatement for inflation to
December 31, 2007
III Proposal for the amendment of article 6 of Mgmt For For
the corporate bylaws of the company
approved by the board of directors to
reduce the nominal amount of the share
capital by MXN 572,501,369, to be reduced
to MXN 15,447,321,750
IV Release from liability of the members of Mgmt Against Against
the board of directors who have performed
their duties at the company to April 16 of
the current year
V Passage of the resolutions that are Mgmt For For
considered necessary or convenient for the
purpose of carrying out the resolutions
passed in the items above of this agenda
--------------------------------------------------------------------------------------------------------------------------
GRUPO AEROPORTUARIO DEL PACIFICO SAB DE CV Agenda Number: 704328966
--------------------------------------------------------------------------------------------------------------------------
Security: P4959P100
Meeting Type: AGM
Meeting Date: 16-Apr-2013
Ticker:
ISIN: MX01GA000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I In compliance with article 28, part IV, of Mgmt For For
the Securities Market Law, the presentation
and, if deemed appropriate, approval of the
following a. Report from the general
director of the Company for the fiscal year
that ended on December 31, 2012, in
accordance with that which is stated in
article 44, part XI, of the Securities
Market Law and Article 172 of the General
Mercantile Companies Law, accompanied by
the opinion of the outside auditor,
regarding the Company individually under
the Mexican financial information standards
and the company and its subsidiaries
presented in a consolidated manner under
the international financial reporting
standards, in accordance with the most
recent financial statements under both
standards. Ratification of that which was
done by the general director and officers
of the Company and CONTD
CONT CONTD their release from liability. b. Non-Voting
Opinion of the Board of Directors regarding
the content of the report from the general
director. c. Report from the Board of
Directors that is referred to in article
172, line B, of the General Mercantile
Companies Law, in which are contained the
main accounting and information policies
and criteria followed in the preparation of
the financial information of the Company.
d. Report regarding the transactions and
activities in which the Board of Directors
has intervened during the fiscal year that
ended on December 31, 2012, in accordance
with that which is provided for in the
Securities Market Law. e. Annual report
regarding the activities carried out by the
audit and corporate practices committee, in
accordance with article 43 of the
Securities Market Law. f. Report on the
CONTD
CONT CONTD fulfillment of the tax obligations of Non-Voting
the Company for the fiscal year that ran
from January 1 to December 31, 2011.
Instructions to the officers of the Company
to carry out the fiscal obligations in
regard to the fiscal year that ran from
January 1 to December 31, 2012, in
accordance with that which is established
in article 26, part III, of the Tax Code of
the Federation. g. Ratification of that
which was done by the Board of Directors
during the 2012 fiscal year and its release
from liability in the performance of its
duties
II Proposal for the approval of the financial Mgmt For For
statements of the Company individually
under the financial information standards,
the Mexican GAAP, for the purposes of the
allocation of the legal reserve, of the
profit and the calculation of tax effects
from the payment of dividends and reduction
of capital, if deemed appropriate, and of
the financial statements of the Company and
of its subsidiaries in a consolidated
manner under the International Financial
Reporting Standards for the purposes of
their publication to the securities market,
regarding the transactions conducted during
the fiscal year that ran from January 1 to
December 31, 2012, and to approve the
opinion of the outside auditor in relation
to the mentioned financial statements
III Proposal and approval, so that the net Mgmt For For
profit obtained by the Company during the
fiscal year that ended on December 31,
2012, and reported in its individual
audited financial statements under the
financial information standards, Mexican
GAAP, which come to the total amount of MXN
1,648,750,880.00 be separated so that five
percent of the mentioned amount, for a
total of MXN 82,437,544.00 is used to
increase the legal reserve, while
allocating the remaining amount, which is
to say, the amount of MXN 1,566,313,336.00
to the unallocated profit account
IV Approval so that from the unallocated Mgmt For For
profit account, which totals the amount of
MXN 1,573,001,986.00, under the financial
information standards or Mexican GAAP,
there be declared the payment of a dividend
of MXN 1,210,000,000.00, to be divided
among each one of the shares in circulation
on the payment date, excluding the shares
that have been repurchased by the Company
to each one of the payment closing dates in
accordance with article 56 of the
Securities Market Law, with the remaining
amount of unallocated profit after the
payment of the dividend continuing to be
held in the unallocated profit account,
which dividend will be paid in the
following manner i. MXN 907,500,000.00
before May 31, 2013, ii. MXN 302,500,000.00
before November 30, 2013
V Proposal for approval for the cancellation Mgmt For For
of the unused repurchase fund that was
approved at the annual general meeting of
shareholders held on April 16, 2012, in the
amount of MXN 280,000,000.00, and approval
of the maximum amount to be allocated to
the repurchase of the shares of the Company
or credit securities that represent such
shares for an amount of MXN 640,000,000.00,
for the period of 12 months after April 24,
2013, in compliance with that which is
established in article 56, part IV, of the
Securities Market Law
VI Report regarding the designation or Mgmt For For
ratification of the four full members of
the Board of Directors of the Company and
their respective alternates appointed by
the series BB shareholders
VII Ratification and or designation of the Mgmt For For
person or persons who will join the Board
of Directors of the Company to be
designated by the shareholders or group of
shareholders from series B who are
shareholders who individually or jointly
hold 10 percent or more of the share
capital of the Company
VIII Ratification and or designation of the Mgmt For For
persons who will join the Board of
Directors of the Company, to be designated
by the series B shareholders
IX Ratification and or designation of the Mgmt For For
chairperson of the Board of Directors of
the Company, in accordance with that which
is provided for in article 16 of the
corporate bylaws of the Company
X Ratification of the compensation paid to Mgmt For For
those who are members of the Board of
Directors of the Company during the 2012
fiscal year and determination of the
compensation to be paid during the 2013
fiscal year
XI Ratification and or designation of the Mgmt For For
member of the Board of Directors by the
series B shareholders who will be a member
of the nomination and compensation
committee of the Company, in accordance
with that which is established by article
28 of the corporate bylaws
XII Ratification and or designation of the Mgmt For For
chairperson of the audit and corporate
practices committee
XIII Report on compliance with that which is Mgmt For For
provided for in article 29 of the corporate
bylaws of the Company, regarding the
transactions for the acquisition of goods
or services or hiring labor or sale of
assets equal to or greater than the amount
of USD 3,000,000.00 or its equivalent in
domestic currency or in the legal currency
of jurisdictions other than Mexico or
transactions carried out by material
shareholders, in the event there are any
XIV Proposal and, if deemed appropriate, Mgmt For For
designation of the persons who will
represent the shareholders in the legal
actions that are necessary in order to
obtain the release of the funds retained by
S.D. Indeval Institucion para Deposito de
Valores, S.A. de C.V., deriving from the
capital reduction approved at the
extraordinary general meeting of
shareholders of September 25, 2012
XV Passage of the resolutions that are Mgmt For For
considered necessary or convenient for the
purpose of carrying out the resolutions
passed in the items above in this agenda
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN NUMBERING. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD Agenda Number: 704449859
--------------------------------------------------------------------------------------------------------------------------
Security: Y33370100
Meeting Type: AGM
Meeting Date: 05-Jun-2013
Ticker:
ISIN: HK0003000038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0422/LTN20130422353.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0422/LTN20130422335.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
VOTE OF "ABSTAIN" WILL BE TREATED THE SAME
AS A "TAKE NO ACTION" VOTE.
1 To receive and consider the audited Mgmt For For
accounts for the financial year ended 31st
December 2012 and the reports of the
Directors and Auditor thereon
2 To declare a final dividend Mgmt For For
3I To re-elect Dr. the Hon. Lee Shau Kee as Mgmt Against Against
Director
3II To re-elect Mr. Leung Hay Man as Director Mgmt Against Against
3III To re-elect Mr. Colin Lam Ko Yin as Mgmt Against Against
Director
3IV To re-elect Mr. Alfred Chan Wing Kin as Mgmt Against Against
Director
3V To re-elect Mr. Peter Wong Wai Yee as Mgmt Against Against
Director
4 To re-appoint PricewaterhouseCoopers as Mgmt For For
Auditor and to authorise the Directors to
fix its remuneration
5I To approve the issue of Bonus Shares Mgmt For For
5II To approve the renewal of the general Mgmt For For
mandate to the Directors for repurchase of
Shares
5III To approve the renewal of the general Mgmt Against Against
mandate to the Directors for the issue of
additional Shares
5IV To authorise the Directors to allot, issue Mgmt Against Against
or otherwise deal with additional Shares
equal to the number of Shares repurchased
under Resolution 5(II)
--------------------------------------------------------------------------------------------------------------------------
HUADIAN POWER INTERNATIONAL CORPORATION LTD Agenda Number: 704500025
--------------------------------------------------------------------------------------------------------------------------
Security: Y3738Y101
Meeting Type: AGM
Meeting Date: 25-Jun-2013
Ticker:
ISIN: CNE1000003D8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0509/LTN20130509277.pdf AND
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0509/LTN20130509285.pdf
1 To consider and approve the exercise of Mgmt Against Against
general mandate by the Board to allot,
issue and deal with additional shares of
the Company
2.1 To consider and approve the issuance of Mgmt For For
debt financing instruments by the Company:
the Company to issue short-term debentures
at a proper time, in one or more tranches
with a principal balance not exceeding
RMB10 billion (including existing
short-term debentures worth RMB5 billion)
according to its capital requirements
2.2 To consider and approve the issuance of Mgmt For For
debt financing instruments by the Company:
the Company to issue medium-term notes at a
proper time, in one or more tranches with a
principal balance not exceeding RMB11
billion (including existing medium-term
notes worth RMB5.4 billion) according to
its capital requirements
2.3 To consider and approve the issuance of Mgmt For For
debt financing instruments by the Company:
the Company to issue non-public placed
bonds at a proper time, in one or more
tranches with a principal balance not
exceeding RMB15 billion (including RMB10
billion registered already) according to
its capital requirements
2.4 To consider and approve the issuance of Mgmt For For
debt financing instruments by the Company:
the Company to issue super short-term
commercial papers at a proper time, in one
or more tranches with a principal balance
not exceeding RMB30 billion (including
RMB10 billion registered already) according
to its capital requirements
2.5 To consider and approve the issuance of Mgmt For For
debt financing instruments by the Company:
the Company to issue corporate bonds and
(or) RMB-denominated bonds in Hong Kong at
a proper time, in one or more tranches with
a principal balance not exceeding RMB3
billion according to its capital
requirements
3 To consider and approve the proposed Mgmt For For
amendments to the Articles of Association
of the Company
4 To consider and approve the report of the Mgmt For For
Board for the year ended 31 December 2012
5 To consider and approve the report of the Mgmt For For
supervisory committee of the Company for
the year ended 31 December 2012
6 To consider and approve the audited Mgmt For For
financial report of the Company for the
financial year ended 31 December 2012
7 To consider and approve the profit Mgmt For For
distribution proposal of the Company for
the year ended 31 December 2012
8.1 To consider and approve the appointments of Mgmt For For
international auditor, domestic auditor and
auditor of internal control, and to
authorize the Board to determine their
remunerations which shall not exceed RMB9
million: Deloitte Touche Tohmatsu Certified
Public Accountants and Deloitte Touche
Tohmatsu Certified Public Accountants LLP
be appointed as international and domestic
auditors of the Company for the financial
year ending 31 December 2013
8.2 To consider and approve the appointments of Mgmt For For
international auditor, domestic auditor and
auditor of internal control, and to
authorize the Board to determine their
remunerations which shall not exceed RMB9
million: Deloitte Touche Tohmatsu Certified
Public Accountants LLP be appointed as the
auditor of the Company's internal control
for the financial year ending 31 December
2013
9 To consider and approve the performance Mgmt For For
report of the independent non-executive
directors for the year ended 31 December
2012
10 To consider and approve the election and Mgmt For For
appointment of Mr. Geng Yuanzhu as a member
of the sixth session of the Board of the
Company, with a term of office from the end
of the annual general meeting to the expiry
of this session of the Board; and to
authorize the Board to determine and
finalise his remuneration
--------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC, BEIJING Agenda Number: 704248562
--------------------------------------------------------------------------------------------------------------------------
Security: Y3744A105
Meeting Type: EGM
Meeting Date: 12-Mar-2013
Ticker:
ISIN: CNE1000006Z4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY ARE AVAILABLE BY CLICKING ON THE URL
LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0125/LTN20130125219.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0125/LTN20130125229.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
ALL RESOLUTIONS. THANK YOU.
1 To consider and approve the "Resolution Mgmt For For
regarding the Amendments to the Articles of
Associations of Huaneng Power
International, Inc
2 To consider and approve the "Resolution Mgmt For For
regarding the 2013 Continuing Connected
Transactions between the Company and
Huaneng Group", including Huaneng Group
Framework Agreement and the transaction
caps thereof
--------------------------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD Agenda Number: 704413563
--------------------------------------------------------------------------------------------------------------------------
Security: Y4443L103
Meeting Type: AGM
Meeting Date: 07-Jun-2013
Ticker:
ISIN: CNE1000003J5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0411/LTN20130411955.pdf AND
http://www.hkexnews.hk/listedco/listconews/
sehk/2013/0411/LTN20130411949.pdf
1 To approve the report of the Board of Mgmt For For
Directors of the Company for the year ended
31 December 2012
2 To approve the report of the Supervisory Mgmt For For
Committee of the Company for the year ended
31 December 2012
3 To approve the annual budget report for the Mgmt For For
year 2012
4 To approve the financial statements and the Mgmt For For
auditors' report of the Company for the
year ended 31 December 2012
5 To approve the profit distribution scheme Mgmt For For
of the Company in respect of the final
dividend for the year ended 31 December
2012: the Company proposed to declare a
cash dividend of RMB0.36 per share (tax
inclusive)
6 To approve the appointment of Deloitte Mgmt For For
Touche Tohmatsu Certified Public
Accountants LLP as the Company's auditors
for the year 2013 at a remuneration of not
exceeding RMB2,100,000/year
7 To approve the appointment of Deloitte Mgmt For For
Touche Tohmatsu Certified Public
Accountants LLP as the Company's auditors
of internal control for the year 2013 at an
aggregate remuneration of RMB680,000/year
8 That the issue of not more than Mgmt For For
RMB3,000,000,000 short-term commercial
papers and that Mr. Qian Yong Xiang, a
director of the Company, be authorised to
deal with the matters relevant to the issue
and the issue be taken place within one
year from the date of this annual general
meeting be approved
--------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE VOPAK NV, ROTTERDAM Agenda Number: 704322279
--------------------------------------------------------------------------------------------------------------------------
Security: N5075T159
Meeting Type: AGM
Meeting Date: 24-Apr-2013
Ticker:
ISIN: NL0009432491
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening Non-Voting
2 Discussion Report of the Executive Board on Non-Voting
the 2012 financial year
3 Discussion and adoption of the financial Mgmt For For
statements for the 2012 financial year
4 Explanation of policy on additions to Non-Voting
reserves and dividends
5 Proposal to distribute dividend for the Mgmt For For
2012 financial year of EUR 0.88 per share
6 Discharge from liability of the members of Mgmt For For
the Executive Board for the performance of
their duties in the 2012 financial year
7 Discharge from liability of the members of Mgmt For For
the Supervisory Board for the performance
of their duties in the 2012 financial year
8 Re-appointment of Mr R.G.M. Zwitserloot as Mgmt For For
member of the Supervisory Board
9 Remuneration of the members of the Mgmt For For
Executive Board
10 Remuneration of the members of the Mgmt For For
Supervisory Board
11 Purchasing authorization to acquire Mgmt For For
ordinary shares
12 Re-appointment of PricewaterhouseCoopers Mgmt For For
Accountants N.V. as the external auditor
for the 2013 and 2014 financial years
13 Any other business Non-Voting
14 Closing Non-Voting
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
RECEIPT OF DIVIDEND AMOUNT IN RESOLUTION 5.
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.
--------------------------------------------------------------------------------------------------------------------------
MARKWEST ENERGY PARTNERS LP Agenda Number: 933808505
--------------------------------------------------------------------------------------------------------------------------
Security: 570759100
Meeting Type: Annual
Meeting Date: 29-May-2013
Ticker: MWE
ISIN: US5707591005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
FRANK M. SEMPLE Mgmt For For
DONALD D. WOLF Mgmt For For
KEITH E. BAILEY Mgmt For For
MICHAEL L. BEATTY Mgmt For For
CHARLES K. DEMPSTER Mgmt For For
DONALD C. HEPPERMANN Mgmt For For
RANDALL J. LARSON Mgmt For For
ANNE E. FOX MOUNSEY Mgmt For For
WILLIAM P. NICOLETTI Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
THE PARTNERSHIP'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2013.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 703914196
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 30-Jul-2012
Ticker:
ISIN: GB00B08SNH34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Annual Report and Accounts Mgmt For For
2 To declare a final dividend Mgmt For For
3 To elect Sir Peter Gershon Mgmt Against Against
4 To re-elect Steve Holliday Mgmt For For
5 To re-elect Andrew Bonfield Mgmt For For
6 To re-elect Tom King Mgmt For For
7 To re-elect Nick Winser Mgmt For For
8 To re-elect Ken Harvey Mgmt For For
9 To re-elect Linda Adamany Mgmt For For
10 To re-elect Philip Aiken Mgmt For For
11 To elect Nora Brownell Mgmt For For
12 To elect Paul Golby Mgmt For For
13 To elect Ruth Kelly Mgmt For For
14 To re-elect Maria Richter Mgmt For For
15 To re-elect George Rose Mgmt For For
16 To reappoint the auditors Mgmt For For
PricewaterhouseCoopers LLP
17 To authorise the Directors to set the Mgmt For For
auditors' remuneration
18 To approve the Directors Remuneration Mgmt For For
Report
19 To authorise the Directors to allot Mgmt For For
ordinary shares
20 To disapply pre-emption rights Mgmt For For
21 To authorise the Company to purchase its Mgmt For For
own ordinary shares
22 To authorise the Directors to hold general Mgmt For For
meetings on 14 clear days' notice
23 To amend the existing Articles of Mgmt For For
Association
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 933777205
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 23-May-2013
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: SHERRY S. BARRAT Mgmt For For
1B. ELECTION OF DIRECTOR: ROBERT M. BEALL, II Mgmt For For
1C. ELECTION OF DIRECTOR: JAMES L. CAMAREN Mgmt For For
1D. ELECTION OF DIRECTOR: KENNETH B. DUNN Mgmt For For
1E. ELECTION OF DIRECTOR: LEWIS HAY, III Mgmt For For
1F. ELECTION OF DIRECTOR: TONI JENNINGS Mgmt For For
1G. ELECTION OF DIRECTOR: JAMES L. ROBO Mgmt For For
1H. ELECTION OF DIRECTOR: RUDY E. SCHUPP Mgmt For For
1I. ELECTION OF DIRECTOR: JOHN L. SKOLDS Mgmt For For
1J. ELECTION OF DIRECTOR: WILLIAM H. SWANSON Mgmt For For
1K. ELECTION OF DIRECTOR: MICHAEL H. THAMAN Mgmt For For
1L. ELECTION OF DIRECTOR: HANSEL E. TOOKES, II Mgmt For For
2. RATIFICATION OF APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP AS NEXTERA ENERGY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
3. APPROVAL, AS REQUIRED BY INTERNAL REVENUE Mgmt For For
CODE SECTION 162(M), OF THE MATERIAL TERMS
FOR PAYMENT OF PERFORMANCE-BASED ANNUAL
INCENTIVE COMPENSATION UNDER THE NEXTERA
ENERGY, INC. 2013 EXECUTIVE ANNUAL
INCENTIVE PLAN.
4. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF Mgmt For For
NEXTERA ENERGY'S COMPENSATION OF ITS NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THE
PROXY STATEMENT.
5. SHAREHOLDER PROPOSAL-POLICY REGARDING Shr Against For
STORAGE OF NUCLEAR WASTE.
--------------------------------------------------------------------------------------------------------------------------
OHL MEXICO SAB DE CV Agenda Number: 704430735
--------------------------------------------------------------------------------------------------------------------------
Security: P7356Z100
Meeting Type: AGM
Meeting Date: 29-Apr-2013
Ticker:
ISIN: MX01OH010006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I.a Presentation and, if deemed appropriate, Mgmt For For
approval of the following reports and the
opinion of the board of directors that is
referred to in article 28, part iv, lines
a, b, c, d and e, of the securities market
law, with relation to the fiscal year that
ran from January 1 to December 31, 2012,
with the inclusion of the tax report and
the opinion of the outside auditor, in
accordance with the following: The reports
that are referred to in article 43 of the
securities market law
I.b Presentation and, if deemed appropriate, Mgmt For For
approval of the following reports and the
opinion of the board of directors that is
referred to in article 28, part iv, lines
a, b, c, d and e, of the securities market
law, with relation to the fiscal year that
ran from January 1 to December 31, 2012,
with the inclusion of the tax report and
the opinion of the outside auditor, in
accordance with the following: The report
from the general director in accordance
with that which is stated in article 44,
part xi, of the securities market law,
accompanied by the opinion of the outside
auditor, the report on the fulfillment of
the tax obligations and the opinion of the
board of directors regarding the content of
the report from the general director
I.c Presentation and, if deemed appropriate, Mgmt For For
approval of the following reports and the
opinion of the board of directors that is
referred to in article 28, part iv, lines
a, b, c, d and e, of the securities market
law, with relation to the fiscal year that
ran from January 1 to December 31, 2012,
with the inclusion of the tax report and
the opinion of the outside auditor, in
accordance with the following: The report
from the board of directors regarding the
transactions and activities in which it has
intervened in accordance with that which is
provided for in the securities market law,
including the report that is referred to in
article 172, line b, of the general
mercantile companies law that contains the
financial statements for the fiscal year
that ran from January 1 to December 31,
2012, and the main accounting and CONTD
CONT CONTD information policies and criteria Non-Voting
followed in the preparation of the
financial information
II Resolution regarding the allocation of Mgmt For For
results and increase of reserves and
approval of the maximum amount of funds to
be allocated to the fund for the repurchase
of shares of the company for the 2013
fiscal year
III Designation or ratification, if deemed Mgmt Against Against
appropriate, of the members of the board of
directors, alternate members of the board
of directors, chairpersons of the special
committees and secretaries. resolutions in
this regard, including the determination of
their compensation and the classification
of the independence of the independent
members of the board of directors of the
company in accordance with the terms of
article 26 of the securities market law
IV Designation of special delegates Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
PG&E CORPORATION Agenda Number: 933755007
--------------------------------------------------------------------------------------------------------------------------
Security: 69331C108
Meeting Type: Annual
Meeting Date: 06-May-2013
Ticker: PCG
ISIN: US69331C1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: DAVID R. ANDREWS Mgmt For For
1B. ELECTION OF DIRECTOR: LEWIS CHEW Mgmt For For
1C. ELECTION OF DIRECTOR: C. LEE COX Mgmt For For
1D. ELECTION OF DIRECTOR: ANTHONY F. EARLEY, Mgmt For For
JR.
1E. ELECTION OF DIRECTOR: FRED J. FOWLER Mgmt For For
1F. ELECTION OF DIRECTOR: MARYELLEN C. Mgmt For For
HERRINGER
1G. ELECTION OF DIRECTOR: ROGER H. KIMMEL Mgmt For For
1H. ELECTION OF DIRECTOR: RICHARD A. MESERVE Mgmt For For
1I. ELECTION OF DIRECTOR: FORREST E. MILLER Mgmt For For
1J. ELECTION OF DIRECTOR: ROSENDO G. PARRA Mgmt For For
1K. ELECTION OF DIRECTOR: BARBARA L. RAMBO Mgmt For For
1L. ELECTION OF DIRECTOR: BARRY LAWSON WILLIAMS Mgmt For For
2. RATIFICATION OF APPOINTMENT OF THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
3. ADVISORY VOTE TO APPROVE THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION
4. SHAREHOLDER PROPOSAL: INDEPENDENT BOARD Shr Against For
CHAIR
--------------------------------------------------------------------------------------------------------------------------
PPL CORPORATION Agenda Number: 933772798
--------------------------------------------------------------------------------------------------------------------------
Security: 69351T106
Meeting Type: Annual
Meeting Date: 15-May-2013
Ticker: PPL
ISIN: US69351T1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
FREDERICK M. BERNTHAL Mgmt For For
JOHN W. CONWAY Mgmt For For
PHILIP G. COX Mgmt For For
STEVEN G. ELLIOTT Mgmt For For
LOUISE K. GOESER Mgmt For For
STUART E. GRAHAM Mgmt For For
STUART HEYDT Mgmt For For
RAJA RAJAMANNAR Mgmt For For
CRAIG A. ROGERSON Mgmt For For
WILLIAM H. SPENCE Mgmt For For
NATICA VON ALTHANN Mgmt For For
KEITH H. WILLIAMSON Mgmt For For
2 APPROVAL OF AMENDMENT TO PPL CORPORATION'S Mgmt For For
ARTICLES OF INCORPORATION TO IMPLEMENT
MAJORITY VOTE STANDARD IN UNCONTESTED
ELECTIONS OF DIRECTORS
3 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
4 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION
5 SHAREOWNER PROPOSAL - REQUEST FOR POLITICAL Shr Against For
SPENDING REPORT
--------------------------------------------------------------------------------------------------------------------------
QUESTAR CORPORATION Agenda Number: 933742151
--------------------------------------------------------------------------------------------------------------------------
Security: 748356102
Meeting Type: Annual
Meeting Date: 10-May-2013
Ticker: STR
ISIN: US7483561020
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: TERESA BECK Mgmt For For
1B. ELECTION OF DIRECTOR: R.D. CASH Mgmt For For
1C. ELECTION OF DIRECTOR: LAURENCE M. DOWNES Mgmt For For
1D. ELECTION OF DIRECTOR: CHRISTOPHER A. HELMS Mgmt For For
1E. ELECTION OF DIRECTOR: RONALD W. JIBSON Mgmt For For
1F. ELECTION OF DIRECTOR: KEITH O. RATTIE Mgmt For For
1G. ELECTION OF DIRECTOR: HARRIS H. SIMMONS Mgmt For For
1H. ELECTION OF DIRECTOR: BRUCE A. WILLIAMSON Mgmt For For
2. RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT AUDITOR.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
SBA COMMUNICATIONS CORPORATION Agenda Number: 933759283
--------------------------------------------------------------------------------------------------------------------------
Security: 78388J106
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: SBAC
ISIN: US78388J1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: KEVIN L. BEEBE Mgmt For For
1.2 ELECTION OF DIRECTOR: JACK LANGER Mgmt For For
1.3 ELECTION OF DIRECTOR: JEFFREY A. STOOPS Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS SBA'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2013 FISCAL
YEAR.
3. APPROVAL, ON AN ADVISORY BASIS, OF THE Mgmt For For
COMPENSATION OF SBA'S NAMED EXECUTIVE
OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
SEMGROUP CORPORATION Agenda Number: 933795897
--------------------------------------------------------------------------------------------------------------------------
Security: 81663A105
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: SEMG
ISIN: US81663A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
RONALD A. BALLSCHMIEDE Mgmt For For
SARAH M. BARPOULIS Mgmt For For
JOHN F. CHLEBOWSKI Mgmt For For
KARL F. KURZ Mgmt For For
JAMES H. LYTAL Mgmt For For
THOMAS R. MCDANIEL Mgmt For For
NORMAN J. SZYDLOWSKI Mgmt For For
2. TO APPROVE, ON A NON-BINDING ADVISORY Mgmt For For
BASIS, THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS.
3. TO APPROVE THE SEMGROUP EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
4. RATIFICATION OF BDO USA, LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 933753332
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 09-May-2013
Ticker: SRE
ISIN: US8168511090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: ALAN L. BOECKMANN Mgmt For For
1B. ELECTION OF DIRECTOR: JAMES G. BROCKSMITH Mgmt For For
JR.
1C. ELECTION OF DIRECTOR: WILLIAM D. JONES Mgmt For For
1D. ELECTION OF DIRECTOR: WILLIAM G. OUCHI Mgmt For For
1E. ELECTION OF DIRECTOR: DEBRA L. REED Mgmt For For
1F. ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
1G. ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
1H. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
1I. ELECTION OF DIRECTOR: JACK T. TAYLOR Mgmt For For
1J. ELECTION OF DIRECTOR: LUIS M. TELLEZ Mgmt For For
1K. ELECTION OF DIRECTOR: JAMES C. YARDLEY Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
3. ADVISORY APPROVAL OF OUR EXECUTIVE Mgmt For For
COMPENSATION.
4. APPROVAL OF 2013 LONG-TERM INCENTIVE PLAN. Mgmt For For
5. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT Shr Against For
BOARD CHAIRMAN.
--------------------------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC, BIRMIMGHAM Agenda Number: 703939314
--------------------------------------------------------------------------------------------------------------------------
Security: G8056D159
Meeting Type: AGM
Meeting Date: 18-Jul-2012
Ticker:
ISIN: GB00B1FH8J72
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the accounts and the reports of Mgmt For For
the directors and the auditors for the year
ended 31 March 2012
2 To declare a final ordinary dividend in Mgmt For For
respect of the year ended 31 March 2012 of
42.06 pence for each ordinary share of 97
17 19 pence
3 To approve the Directors' remuneration Mgmt For For
report for the year ended 31 March 2012
4 To reappoint Tony Ballance as a director Mgmt For For
5 To reappoint Bernard Bulkin as a director Mgmt For For
6 To reappoint Richard Davey as a director Mgmt For For
7 To reappoint Andrew Duff as a director Mgmt For For
8 To reappoint Gordon Fryett as a director Mgmt For For
9 To reappoint Martin Kane as a director Mgmt For For
10 To reappoint Martin Lamb as a director Mgmt For For
11 To reappoint Michael McKeon as a director Mgmt For For
12 To reappoint Baroness Noakes as a director Mgmt For For
13 To reappoint Andy Smith as a director Mgmt For For
14 To reappoint Tony Wray as a director Mgmt For For
15 To reappoint Deloitte LLP as auditors of Mgmt For For
the Company, to hold office until the
conclusion of the next general meeting at
which accounts are laid before the Company
16 To authorise the directors to determine the Mgmt For For
remuneration of the auditors
17 To authorise, generally and Mgmt For For
unconditionally, the Company and all
companies which are subsidiaries of the
Company during the period when this
Resolution 17 has effect, in accordance
with sections 366 and 367 of the Companies
Act 2006 (the '2006 Act') to: i) make
political donations to political parties or
independent election candidates not
exceeding GBP 50,000 in total; ii) make
political donations to political
organisations other than political parties
not exceeding GBP 50,000 in total; and iii)
incur political expenditure not exceeding
GBP 50,000 in total, (as such terms are
defined in the 2006 Act) during the period
beginning with the date of the passing of
this resolution and expiring at the
conclusion of the next Annual General
Meeting of the Company provided that the
authorised sums referred to in paragraphs
i), iiCONTD
CONT CONTD ) and iii) above, may be comprised of Non-Voting
one or more amounts in different currencies
which, for the purposes of calculating the
said sums, shall be converted into pounds
sterling at the exchange rate published in
the London edition of the Financial Times
on the date on which the relevant donation
is made or expenditure incurred (or the
first business day thereafter) or, if
earlier, on the day on which the Company
enters into any contract or undertaking in
relation to the same
18 To authorise, generally and Mgmt For For
unconditionally, the directors in
accordance with section 551 of the 2006 Act
to exercise all the powers of the Company
to allot shares in the Company and to grant
rights to subscribe for, or to convert any
security into, shares in the Company
('Rights'): i) up to an aggregate nominal
amount of GBP 77,726,968; and ii) up to a
further aggregate nominal amount of GBP
77,726,968 provided that a) they are equity
securities (within the meaning of section
560(1) of the 2006 Act) and b) they are
offered by way of a rights issue to holders
of ordinary shares on the register of
members of the Company at such record
date(s) as the directors may determine
where the equity securities respectively
attributable to the interests of the
ordinary shareholders are proportionate (as
nearly as may be practicable) CONTD
CONT CONTD to the respective numbers of ordinary Non-Voting
shares held by them on any such record
date, subject to such exclusions or other
arrangements as the directors may deem
necessary or expedient to deal with
treasury shares, fractional entitlements or
legal or practical problems arising under
the laws of any overseas territory or the
requirements of any regulatory body or
stock exchange or any other matter
whatsoever, provided that this authority
shall expire on the date of the next Annual
General Meeting of the Company, save that
the Company shall be entitled to make
offers or agreements before the expiry of
such authority which would or might require
shares to be allotted or Rights to be
granted after such expiry and the directors
shall be entitled to allot shares and grant
Rights pursuant to any such offer or
agreement as if CONTD
CONT CONTD this authority had not expired; and Non-Voting
all unexercised authorities previously
granted to the directors to allot shares
and grant Rights be and are hereby revoked
19 To empower the directors pursuant to Mgmt For For
sections 570 and 573 of the 2006 Act to
allot equity securities (within the meaning
of section 560 of the 2006 Act) for cash
either pursuant to the authority conferred
by Resolution 18 above or by way of a sale
of treasury shares as if section 561(1) of
the 2006 Act did not apply to any such
allotment provided that this power shall be
limited to: i) the allotment of equity
securities in connection with an offer of
securities (but in the case of the
authority granted under sub-paragraph ii)
of Resolution 18 above by way of rights
issue only) in favour of the holders of
ordinary shares in the Company on the
register of members of the Company at such
record date(s) as the directors may
determine where the equity securities
respectively attributable to the interests
of the ordinary CONTD
CONT CONTD shareholders are proportionate (as Non-Voting
nearly as may be practicable) to the
respective numbers of ordinary shares held
by them on any such record date(s), subject
to such exclusions or other arrangements as
the directors may deem necessary or
expedient to deal with treasury shares,
fractional entitlements or legal or
practical problems arising under the laws
of any overseas territory or the
requirements of any regulatory body or
stock exchange or any other matter
whatsoever; and ii) the allotment
(otherwise than pursuant to subparagraph i)
of this Resolution 19) to any person or
persons of equity securities up to an
aggregate nominal amount of GBP 11,659,044,
and shall expire upon the expiry of the
general authority conferred by Resolution
18 above, save that the Company shall be
entitled to make offers or agreements CONTD
CONT CONTD before the expiry of such power which Non-Voting
would or might require equity securities to
be allotted after such expiry and the
directors shall be entitled to allot equity
securities pursuant to any such offer or
agreement as if this power had not expired
20 To authorise, generally and Mgmt For For
unconditionally, the Company to make market
purchases (within the meaning of section
693(4) of the 2006 Act) of its ordinary
shares, on such terms and in such manner as
the directors may from time to time
determine provided that: i) the Company may
not purchase more than 23,819,555 ordinary
shares; ii) the Company may not pay less
than 97 17/19 pence for each ordinary
share; and iii) the Company may not pay, in
respect of each ordinary share, more than
5% over the average of the middle market
price of an ordinary share based on the
London Stock Exchange Daily Official List,
for the five business days immediately
before the day on which the Company agrees
to buy such ordinary share, and this
authority shall expire at the conclusion of
the next Annual General Meeting of the
Company, save that the CONTD
CONT CONTD Company may make a contract, before Non-Voting
this authority ends, to purchase ordinary
shares where the purchase is or may be
completed (fully or partly) after this
authority ends and may purchase its
ordinary shares pursuant to any such
contract
21 To authorise general meetings of the Mgmt For For
Company, other than Annual General
Meetings, to be called on not less than 14
clear days' notice
22 To declare a special dividend of 63.0 pence Mgmt For For
for each ordinary share of 97 17/19 pence
23 To approve the rules of the Severn Trent Mgmt For For
Share Incentive Plan ('SIP'), the principal
terms of which are summarised in the
Explanatory Notes to this Notice and to
authorise directors to make such
modifications to the rules of the SIP as
they may consider necessary to take account
of any requirements of HM Revenue & Customs
or any regulatory matter and to adopt and
operate the SIP as so modified
--------------------------------------------------------------------------------------------------------------------------
SNAM S.P.A., SAN DONATO MILANESE Agenda Number: 703949911
--------------------------------------------------------------------------------------------------------------------------
Security: T8578L107
Meeting Type: EGM
Meeting Date: 30-Jul-2012
Ticker:
ISIN: IT0003153415
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_134772.PDF
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 31 JUL 2012 (AND A THIRD CALL ON 01
AUG 2012). CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. THANK
YOU.
1 Proposal to withdraw own shares with Mgmt For For
previous cancellation of their par value.
Amendments to art. 5.1 of the company
by-laws
--------------------------------------------------------------------------------------------------------------------------
SNAM S.P.A., SAN DONATO MILANESE Agenda Number: 704293935
--------------------------------------------------------------------------------------------------------------------------
Security: T8578L107
Meeting Type: MIX
Meeting Date: 25-Mar-2013
Ticker:
ISIN: IT0003153415
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 160559 DUE TO RECEIPT OF SLATES
FOR DIRECTOR AND AUDITORS NAMES. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 26 MAR 2013 (AND A THIRD CALL ON 27
MAR 2013 ONLY FOR EGM). CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting
AGENDA IS AVAILABLE BY CLICKING ON THE URL
LINK:
https://materials.proxyvote.com/Approved/99
999Z/19840101/NPS_154269.PDF
E.1 Amendments of Articles 2, 5, 6 and 17 of Mgmt For For
the Bylaws
E.2 Amendments of Articles 9 and 12 of the Mgmt For For
Bylaws
E.3 Amendments of Articles 13, 16, and 20 of Mgmt For For
the Bylaws
O.1 Separate financial statements of Snam Mgmt For For
S.p.A. as at 31 December 2012. Consolidated
financial statements as at 31 December
2012. Reports from the Directors, the Board
of Statutory Auditors and the External
Auditors. Related resolutions
O.2 Allocation of the period profits and Mgmt For For
dividend distribution
O.3 Compensation policy pursuant to Article Mgmt For For
123-ter of Legislative Decree No. 58 of 24
February 1998
O.4 Determination of the number of members of Mgmt For For
the Board of Directors
O.5 Determination of the term of office of the Mgmt For For
Directors
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS DIRECTORS, THERE IS
ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1
SLATE OF THE 2 SLATES. THANK YOU.
O.6.1 Appointment of the Directors: List Shr No vote
presented by CDP RETI SRL representing 30%
of company stock capital: 1. Lorenzo Bini
Smaghi 2. Calro Malacarne 3.Roberta Melfa
4.Andrea Novelli 5. Alberto Clo'
(Independent) 6. Pia Saraceno (Independent)
O.6.2 Appointment of the Directors: List Shr For Against
presented by Aletti Gestielle SGR S.p.A;
Anima SGR S.p.A.; APG Algemene Pensioen
Groep NV; Arca SGR S.p.A.; BNP Paribas
Investment Partners SGR S.p.A.; Ersel Asset
Management SGR S.p.A; Eurizon Capital SGR
S.p.A.; Eurizon Capital SA; Fideuram
Investimenti SGR S.p.A; Fideuram Gestions
SA; Interfund Sicav; Mediolanum Gestioni
Fondi SGR S.p.A.; Mediolanum International
Funds Limited; Pioneer Asset Management SA;
Pioneer Investment Management SGRp.A.
representing 1.055% of company stock
capital: 1. Elisabetta Olivieri
(Independent) 2. Sabrina Bruno
(Independent) 3. Francesco Gori
(Independent)
O.7 Appointment of the Chairman of the Board of Mgmt For For
Directors
O.8 Determination of the remuneration of the Mgmt For For
Directors
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 Non-Voting
SLATES TO BE ELECTED AS AUDITORS, THERE IS
ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1
SLATE OF THE 2 SLATES. THANK YOU.
O.9.1 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: Appointment of the
Statutory Auditors: List presented by CDP
RETI SRL representing 30% of company stock
capital: Effective Auditors 1. Leo Amato 2.
Stefania Chiaruttini Alternate Auditor 1.
Maria Gimigliano
O.9.2 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: Appointment of the
Statutory Auditors: List presented by
Aletti Gestielle SGR S.p.A; Anima SGR
S.p.A.; APG Algemene Pensioen Groep NV;
Arca SGR S.p.A.; BNP Paribas Investment
Partners SGR S.p.A.; Ersel Asset Management
SGR S.p.A; Eurizon Capital SGR S.p.A.;
Eurizon Capital SA; Fideuram Investimenti
SGR S.p.A; Fideuram Gestions SA; Interfund
Sicav; Mediolanum Gestioni Fondi SGR
S.p.A.; Mediolanum International Funds
Limited; Pioneer Asset Management SA;
Pioneer Investment Management SGRp.A.
representing 1.055% of company stock
capital: Effective Auditors 1.Massimo Gatto
Alternate Auditor 1. Luigi Rinaldi
O.10 Appointment of the Chairman of the Board of Mgmt For For
Statutory Auditors
O.11 Determination of the remuneration of the Mgmt For For
Chairman of the Board of Statutory Auditors
and of the effective auditors
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN RES. O.9.2. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
SSE PLC, PERTH Agenda Number: 703930443
--------------------------------------------------------------------------------------------------------------------------
Security: G8842P102
Meeting Type: AGM
Meeting Date: 26-Jul-2012
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Report and Accounts Mgmt For For
2 Approve the Remuneration Report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-appoint Katie Bickerstaffe Mgmt For For
5 Re-appoint Jeremy Beeton Mgmt For For
6 Re-appoint Lord Smith of Kelvin Mgmt For For
7 Re-appoint Ian Marchant Mgmt For For
8 Re-appoint Gregor Alexander Mgmt For For
9 Re-appoint Alistair Phillips-Davies Mgmt For For
10 Re-appoint Lady Rice Mgmt For For
11 Re-appoint Richard Gillingwater Mgmt For For
12 Re-appoint Thomas Thune Andersen Mgmt For For
13 Re-appoint KPMG Audit Plc as Auditors Mgmt For For
14 Authorise the Directors to determine the Mgmt For For
Auditors' remuneration
15 Authorise allotment of shares Mgmt For For
16 To disapply pre-emption rights Mgmt For For
17 To empower the Company to purchase its own Mgmt For For
Ordinary Shares
18 To approve 14 days' notice of general Mgmt For For
meetings
--------------------------------------------------------------------------------------------------------------------------
SYDNEY AIRPORT Agenda Number: 704432474
--------------------------------------------------------------------------------------------------------------------------
Security: Q8808P103
Meeting Type: AGM
Meeting Date: 16-May-2013
Ticker:
ISIN: AU000000SYD9
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BELOW RESOLUTION 1 AND 2 IS FOR THE SYDNEY Non-Voting
AIRPORT TRUST 2 SAT2
1 Re-elect Michael Lee as director Mgmt Against Against
2 Re-elect John Roberts as director Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 704415694
--------------------------------------------------------------------------------------------------------------------------
Security: T9471R100
Meeting Type: MIX
Meeting Date: 14-May-2013
Ticker:
ISIN: IT0003242622
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Financial Statement as of December 31, Mgmt For For
2012. Reports by the Board of Directors,
the Board of Statutory Auditors and the
Independent Auditors. Related resolutions.
Presentation of the Consolidated Financial
Statement as of December 31, 2012
O.2 Allocation of the net income of the fiscal Mgmt For For
year
O.3 Annual Report on Remuneration: consultation Mgmt For For
on the Remuneration Policy pursuant to
article 123 ter, paragraph 6 of Legislative
Decree no. 58/98 (Consolidated Law on
Finance)
E.1 Amendments to Art. 9.1 and 14.3 of the Mgmt For For
Corporate Bylaws, consequent to the
provisions introduced by Italian
Legislative Decree no. 91 dated June 18,
2012
--------------------------------------------------------------------------------------------------------------------------
THE SOUTHERN COMPANY Agenda Number: 933789490
--------------------------------------------------------------------------------------------------------------------------
Security: 842587107
Meeting Type: Annual
Meeting Date: 22-May-2013
Ticker: SO
ISIN: US8425871071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. ELECTION OF DIRECTOR: J.P. BARANCO Mgmt For For
1B. ELECTION OF DIRECTOR: J.A. BOSCIA Mgmt For For
1C. ELECTION OF DIRECTOR: H.A. CLARK III Mgmt For For
1D. ELECTION OF DIRECTOR: T.A. FANNING Mgmt For For
1E. ELECTION OF DIRECTOR: D.J. GRAIN Mgmt For For
1F. ELECTION OF DIRECTOR: H.W. HABERMEYER, JR. Mgmt For For
1G. ELECTION OF DIRECTOR: V.M. HAGEN Mgmt For For
1H. ELECTION OF DIRECTOR: W.A. HOOD, JR. Mgmt For For
1I. ELECTION OF DIRECTOR: D.M. JAMES Mgmt For For
1J. ELECTION OF DIRECTOR: D.E. KLEIN Mgmt For For
1K. ELECTION OF DIRECTOR: W.G. SMITH, JR. Mgmt For For
1L. ELECTION OF DIRECTOR: S.R. SPECKER Mgmt For For
1M. ELECTION OF DIRECTOR: E.J. WOOD III Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICERS' COMPENSATION
4. RATIFICATION OF BY-LAW AMENDMENT Mgmt For For
5. AMENDMENT TO COMPANY'S CERTIFICATE OF Mgmt For For
INCORPORATION TO REDUCE TWO-THIRDS
SUPERMAJORITY REQUIREMENTS IN ARTICLE
ELEVENTH TO A MAJORITY VOTE
6. AMENDMENT TO COMPANY'S CERTIFICATE OF Mgmt For For
INCORPORATION TO REDUCE 75% SUPERMAJORITY
REQUIREMENTS IN ARTICLE THIRTEENTH TO A
TWO-THIRDS VOTE
--------------------------------------------------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC. Agenda Number: 933780303
--------------------------------------------------------------------------------------------------------------------------
Security: 969457100
Meeting Type: Annual
Meeting Date: 16-May-2013
Ticker: WMB
ISIN: US9694571004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ALAN S. ARMSTRONG Mgmt For For
1B ELECTION OF DIRECTOR: JOSEPH R. CLEVELAND Mgmt For For
1C ELECTION OF DIRECTOR: KATHLEEN B. COOPER Mgmt For For
1D ELECTION OF DIRECTOR: JOHN A. HAGG Mgmt For For
1E ELECTION OF DIRECTOR: JUANITA H. HINSHAW Mgmt For For
1F ELECTION OF DIRECTOR: RALPH IZZO Mgmt For For
1G ELECTION OF DIRECTOR: FRANK T. MACINNIS Mgmt For For
1H ELECTION OF DIRECTOR: STEVEN W. NANCE Mgmt For For
1I ELECTION OF DIRECTOR: MURRAY D. SMITH Mgmt For For
1J ELECTION OF DIRECTOR: JANICE D. STONEY Mgmt For For
1K ELECTION OF DIRECTOR: LAURA A. SUGG Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For
AUDITORS FOR 2013.
03 APPROVAL, BY NONBINDING ADVISORY VOTE, OF Mgmt For For
THE COMPANY'S EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
TOKYO GAS CO.,LTD. Agenda Number: 704561821
--------------------------------------------------------------------------------------------------------------------------
Security: J87000105
Meeting Type: AGM
Meeting Date: 27-Jun-2013
Ticker:
ISIN: JP3573000001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
TRANSCANADA CORPORATION Agenda Number: 933744028
--------------------------------------------------------------------------------------------------------------------------
Security: 89353D107
Meeting Type: Annual and Special
Meeting Date: 26-Apr-2013
Ticker: TRP
ISIN: CA89353D1078
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KEVIN E. BENSON Mgmt For For
DEREK H. BURNEY Mgmt For For
PAULE GAUTHIER Mgmt For For
RUSSELL K. GIRLING Mgmt For For
S. BARRY JACKSON Mgmt For For
PAUL L. JOSKOW Mgmt For For
PAULA ROSPUT REYNOLDS Mgmt For For
MARY PAT SALOMONE Mgmt For For
W. THOMAS STEPHENS Mgmt For For
D. MICHAEL G. STEWART Mgmt For For
RICHARD E. WAUGH Mgmt For For
02 RESOLUTION TO APPOINT KPMG LLP, CHARTERED Mgmt For For
ACCOUNTANTS AS AUDITORS AND AUTHORIZE THE
DIRECTORS TO SET THEIR REMUNERATION.
03 RESOLUTION TO RECONFIRM AND AMEND THE STOCK Mgmt For For
OPTION PLAN, AS DESCRIBED IN THE
ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR.
04 RESOLUTION TO CONTINUE AND APPROVE THE Mgmt For For
AMENDED AND RESTATED SHAREHOLDER RIGHTS
PLAN, AS DESCRIBED IN THE ACCOMPANYING
MANAGEMENT INFORMATION CIRCULAR.
05 RESOLUTION TO ACCEPT TRANSCANADA Mgmt For For
CORPORATION'S APPROACH TO EXECUTIVE
COMPENSATION, AS DESCRIBED IN THE
ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR.
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704044483
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: EGM
Meeting Date: 17-Sep-2012
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A Non-Voting
VOTE TO ELECT A MEMBER MUST INCLUDE THE
NAME OF THE CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON THIS ITEM IS
RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR
VOTE WILL BE PROCESSED IN FAVOR OR AGAINST
OF THE DEFAULT COMPANY'S CANDIDATE. THANK
YOU.
A Election, by the shareholders who hold Mgmt Against Against
preferred shares of the company, of a full
member of the finance committee and of his
or her respective alternate, as a result of
a resignation
B To approve fundraising, by the company, Mgmt For For
which can be carried out through i. a third
issuance of simple debentures, not
convertible into shares, of the unsecured
type, in up to three series, from here
onwards the debentures, totaling, on the
date of issuance, the amount of up to BRL
2,500,000,000, for public distribution in
accordance with the terms of Brazilian
securities commission, or CVM, instruction
number 400 of December 29, 2003, as
amended, and or ii. a sixth issuance of
commercial promissory notes by the company,
in a single series, from here onwards the
promissory notes, totaling, on the date of
issuance, the amount of up to BRL
1,200,000,000, for public distribution,
with limited placement efforts, in
accordance with the terms of CVM
instruction number 476 of january 16, 2009,
as well as to approve the main conditions
that must be contained in the issuance
indenture for the debentures and or
promissory note documents, as the case may
be
C Delegation of authority to the board of Mgmt For For
directors of the company to vote regarding
any change and or amendment to any of the
debenture issuance conditions, in
accordance with the terms of article 59,
paragraph 4, of law 6404 of December 15,
1976, as amended, and or regarding any
change and or amendment to any of the
promissory note issuance conditions
D Authorization for the executive committee Mgmt For For
of the company to take all the measures
necessary to carry out the fundraising
through the issuance of the debentures and
or of the promissory notes
E Amendment of article 4 of the corporate Mgmt For For
bylaws in such a way as to reflect the new
statement of the share capital of the
company after the increases resolved on
within the framework of the meetings of the
board of directors held on July 19, 2012,
and august 20, 2012
F Restatement of the corporate bylaws Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704169487
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: EGM
Meeting Date: 04-Dec-2012
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
1 The participation of the company in auction Mgmt For For
number 007.2012.ANEEL, individually or as a
member of a consortium, with it being able
to establish a special purpose company in
the event that it should win the auction in
question
2 Proposal for a split of all the shares Mgmt For For
issued by the company
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704195608
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: EGM
Meeting Date: 18-Dec-2012
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
1 The participation of the Company in Auction Mgmt For For
number 007.2012.ANEEL, individually or as a
member of a consortium, with it being able
to establish a special purpose company in
the event that it should win the auction in
question
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704243675
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: EGM
Meeting Date: 31-Jan-2013
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
1 Ratification of the hiring, done by the Mgmt For For
managers of the Company, of the specialized
company Deloitte Touche Tohmatsu Auditores
Independentes, a company established in the
city of Rio de Janeiro, at Avenida
Presidente Wilson 2231, 22nd and 25th
floors, with Brazilian corporate taxpayer
ID number, CNPJ, 49.928.567.0002.00,
originally registered with the Sao Paulo
State Regional Accounting Council under
number 11.609.O.8 F RJ, from here onwards
referred to as the Specialized Company, for
the preparation of the valuation reports,
at book value, of the equity of NTE,
Nordeste Transmissora de Energia S.A., from
here onwards referred to as NTE, and UNISA,
Uniao de Transmissoras de Energia Eletrica
Holding S.A., from here onwards referred to
as UNISA, and from here onwards referred to
jointly as the Merged Companies, as well as
CONTD
CONT CONTD of the valuation reports, at book Non-Voting
value, of the equity of STE Sul
Transmissora de Energia S.A., from here
onwards referred to as STE, and ATE
Transmissora de Energia S.A., from here
onwards referred to as ATE, which reports
have as their basis date November 30, 2012,
from here onwards referred to as the Basis
Date
2 Approval of the Valuation Reports of NTE, Mgmt For For
UNISA, STE and ATE, prepared by the
specialized company that is identified
above
3 Approval of the Protocol and Justification Mgmt For For
of Merger of NTE, Nordeste Transmissora de
Energia S.A. and UNISA, Uniao de
Transmissoras de Energia Eletrica Holding
S.A. into Transmissora Alianca de Energia
Eletrica S.A., which was entered into on
December 13, 2012, from here onwards
referred to as the Protocol and
Justification
4 Approval of the merger of the Merged Mgmt For For
Companies into the Company, in accordance
with the terms of the Protocol and
Justification, from here onwards referred
to as the Merger, as well as the
ratification of the respective approvals
obtained at extraordinary general meetings
held by subsidiaries of the Company, which
voted regarding. i.the Merger of the Merged
Companies into the Company and ii. the
merger of STE and ATE into UNISA
5 Authorization for the management of the Mgmt For For
Company to do all the acts that are
necessary to carry out the Merger
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704443491
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: AGM
Meeting Date: 30-Apr-2013
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A Non-Voting
VOTE TO ELECT A MEMBER MUST INCLUDE THE
NAME OF THE CANDIDATE TO BE ELECTED. IF
INSTRUCTIONS TO VOTE ON THIS ITEM IS
RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR
VOTE WILL BE PROCESSED IN FAVOR OR AGAINST
OF THE DEFAULT COMPANY'S CANDIDATE. THANK
YOU.
1 To receive the administrator's accounts, to Mgmt For For
examine, discuss and vote on the
administrations report, the financial
statements regarding the fiscal year ending
on December 31, 2012
2 Destination of the year end results and the Mgmt For For
distribution of dividends
3 To elect the members of the board of Mgmt For For
directors
4 To elect the members of the fiscal council Mgmt For For
5 To decide regarding the proposal for the Mgmt For For
remuneration of the members of the
directors, the board of directors and
fiscal council of the company
--------------------------------------------------------------------------------------------------------------------------
TRANSMISSORA ALIANCA DE ENERGIA ELETRICA SA, RIO D Agenda Number: 704445178
--------------------------------------------------------------------------------------------------------------------------
Security: P9T5CD126
Meeting Type: EGM
Meeting Date: 30-Apr-2013
Ticker:
ISIN: BRTAEECDAM10
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting
'AGAINST' IN THE SAME AGENDA ITEM ARE NOT
ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN
OR AGAINST AND/ OR ABSTAIN ARE ALLOWED.
THANK YOU
1 Correction of the aggregate compensation of Mgmt Against Against
the members of the board of directors in
reference to the 2012 fiscal year
2 The raising of funds, by the company, in Mgmt For For
the amount of up to BRL 600 million,
through the sixth issuance, by the company,
of commercial promissory notes, in single
series, with a unit face value of BRL 5
million on the Issuande date, from here
onwards referred to as the promissory
notes, for public distribution, with
limited placement efforts, in accordance
with the terms of CVM instruction number
476 of January 16, 2009, from here onwards
referred to as CVM instruction 476
3 Approval, within the framework of the Mgmt For For
fund-raising through the issuance of the
promissory notes, of the terms and
conditions that must be stated on the
promissory note certificates
4 Authorization for the executive committee Mgmt For For
of the company to take all the measures
necessary for raising funds through the
issuance of the promissory notes
5 The participation of the company in auction Mgmt For For
number 001.2013 Aneel, individually or as a
member of a consortium, being able to
establish a special purpose company in the
event it wins the auction in question
--------------------------------------------------------------------------------------------------------------------------
TRANSURBAN GROUP, MELBOURNE VIC Agenda Number: 704029467
--------------------------------------------------------------------------------------------------------------------------
Security: Q9194A106
Meeting Type: AGM
Meeting Date: 04-Oct-2012
Ticker:
ISIN: AU000000TCL6
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 3 AND 4 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE
"ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS.
BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE
OBTAINED BENEFIT OR EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSALS (3 AND 4), YOU ACKNOWLEDGE THAT
YOU HAVE NOT OBTAINED BENEFIT NEITHER
EXPECT TO OBTAIN BENEFIT BY THE PASSING OF
THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH
THE VOTING EXCLUSION.
2.a To elect a director of THL and TIL - Ian Mgmt For For
Smith
2.b To elect a director of THL and TIL - Mgmt For For
Christine O'Reilly
2.c To re-elect a director of THL and TIL - Mgmt For For
Neil Chatfield
2.d To re-elect a director of THL and TIL - Mgmt For For
Robert Edgar
2.e To re-elect a director of THL and TIL - Mgmt For For
Rodney Slater
3 Adoption of Remuneration Report (THL and Mgmt For For
TIL only)
4 Grant of Performance Awards to the CEO Mgmt For For
(THL, TIL and THT)
--------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 703943248
--------------------------------------------------------------------------------------------------------------------------
Security: G92755100
Meeting Type: AGM
Meeting Date: 27-Jul-2012
Ticker:
ISIN: GB00B39J2M42
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the financial statements and the Mgmt For For
reports of the directors and auditor for
the year ended 31/Mar/2012
2 To declare a final dividend of 21.34p per Mgmt For For
ordinary share
3 To approve the directors remuneration Mgmt For For
report for the year ended 31 March 2012
4 To reappoint Dr John McAdam as a director Mgmt Against Against
5 To reappoint Steve Mogford as a director Mgmt For For
6 To reappoint Russ Houlden as a director Mgmt For For
7 To reappoint Dr Catherine Bell as a Mgmt For For
director
8 To reappoint Paul Heiden as a director Mgmt For For
9 To reappoint Nick Salmon as a director Mgmt For For
10 To elect Sara Weller as a director Mgmt For For
11 To reappoint the auditor Mgmt For For
12 To authorise the directors to set the Mgmt For For
auditors remuneration
13 To authorise the directors to allot shares Mgmt For For
14 To disapply statutory pre-emption rights Mgmt For For
15 To authorise the company to make market Mgmt For For
purchases of its own shares
16 To authorise the directors to call general Mgmt For For
meetings on not less than14 clear days
notice
17 To authorise political donations and Mgmt For For
political expenditure
PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
MODIFICATION IN TEXT OF RESOLUTION 1.IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
VEOLIA ENVIRONNEMENT SA, PARIS Agenda Number: 704344528
--------------------------------------------------------------------------------------------------------------------------
Security: F9686M107
Meeting Type: MIX
Meeting Date: 14-May-2013
Ticker:
ISIN: FR0000124141
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0322/201303221300897.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0426/201304261301627.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the corporate financial Mgmt For For
statements for the financial year 2012
O.2 Approval of the consolidated financial Mgmt For For
statements for the financial year 2012
O.3 Approval of non-tax deductible expenses and Mgmt For For
expenditures pursuant to Article 39-4 of
the General Tax Code
O.4 Allocation of income for the financial year Mgmt For For
2012 and payment of the dividend
O.5 Option for payment of the dividend in Mgmt For For
shares
O.6 Approval of the regulated agreements Mgmt Against Against
pursuant to the provisions of Articles
L.225-38 and L.225-40 to L.225-42 of the
Commercial Code
O.7 Approval of a regulated agreement including Mgmt For For
commitments in favor of Mr. Antoine Frerot
pursuant to the provisions of Article
L.225-42-1 of the Commercial Code
O.8 Renewal of term of Caisse des depots et Mgmt For For
consignations represented by Mr. Olivier
Mareuse as Board member
O.9 Renewal of term of Mr. Paolo Scaroni as Mgmt For For
Board member
O.10 Ratification of the cooptation and renewal Mgmt For For
of term of Mrs. Marion Guillou as Board
member
O.11 Renewal of term of the company KPMG SA as Mgmt For For
principal Statutory Auditor
O.12 Appointment of the company KPMG Audit ID as Mgmt For For
deputy Statutory Auditor, in substitution
for Mr. Philippe Mathis
O.13 Authorization to be granted to the Board of Mgmt For For
Directors to trade in Company's shares
E.14 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by issuing shares or
securities giving access to capital
reserved for members of company savings
plans with cancellation of preferential
subscription rights in favor of the latter
E.15 Delegation of authority to be granted to Mgmt For For
the Board of Directors to decide to
increase share capital by issuing shares
reserved for a category of persons with
cancellation of preferential subscription
rights in favor of the latter
E.16 Amendment to Article 12 the bylaws Mgmt For For
regarding Vice-Chairman's duties
OE.17 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933747872
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: MELANIE L. HEALEY Mgmt For For
1C ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1E ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For
1F ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1G ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1H ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1I ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1J ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: KATHRYN A. TESIJA Mgmt For For
1M ELECTION OF DIRECTOR: GREGORY D. WASSON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
04 APPROVAL OF LONG-TERM INCENTIVE PLAN Mgmt For For
05 NETWORK NEUTRALITY Shr Against For
06 LOBBYING ACTIVITIES Shr Against For
07 PROXY ACCESS BYLAWS Shr Against For
08 SEVERANCE APPROVAL POLICY Shr For Against
09 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr Against For
10 SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT Shr Against For
--------------------------------------------------------------------------------------------------------------------------
VINCI SA, RUEIL MALMAISON Agenda Number: 704313686
--------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: MIX
Meeting Date: 16-Apr-2013
Ticker:
ISIN: FR0000125486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting
ONLY VALID VOTE OPTIONS ARE "FOR" AND
"AGAINST" A VOTE OF "ABSTAIN" WILL BE
TREATED AS AN "AGAINST" VOTE.
CMMT THE FOLLOWING APPLIES TO NON-RESIDENT Non-Voting
SHAREOWNERS ONLY: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO THE
GLOBAL CUSTODIANS ON THE VOTE DEADLINE
DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
SIGN THE PROXY CARDS AND FORWARD THEM TO
THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT YOUR CLIENT
REPRESENTATIVE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0308/201303081300520.pdf .PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2
013/0327/201303271300861.pdf. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approval of the consolidated financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.2 Approval of the corporate financial Mgmt For For
statements for the financial year ended
December 31, 2012
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2012
O.4 Option for the payment of dividend in Mgmt For For
shares
O.5 Renewal of term of Mr. Michael Pragnell as Mgmt For For
Board member for a four-year period
O.6 Appointment of Mrs. Yannick Assouad as Mgmt For For
Board member for a four-year period
O.7 Appointment of Mrs. Graziella Gavezotti as Mgmt For For
Board member for a four-year period
O.8 Renewal of term of Deloitte & Associes as Mgmt For For
principal Statutory Auditor for six
financial years
O.9 Appointment of KPMG Audit IS as principal Mgmt For For
Statutory Auditor for six financial years
O.10 Renewal of term of BEAS as deputy Statutory Mgmt For For
Auditor for six financial years
O.11 Appointment of KPMG Audit ID as deputy Mgmt For For
Statutory Auditor for six financial years
O.12 Renewal of the delegation of powers to the Mgmt For For
Board of Directors to allow the Company to
repurchase its own shares
O.13 Approving the transfer by VINCI of its Mgmt For For
shareholding in Cegelec Entreprise to VINCI
Energies
O.14 Approving the renewals of the agreement Mgmt Against Against
entered in on March 3, 2010 between VINCI
and YTSeuropaconsultants
O.15 Approving the renewals of the agreement Mgmt For For
entered in on December 22, 2003 between
VINCI and VINCI Deutschland
E.16 Renewing the authorization granted to the Mgmt For For
Board of Directors to reduce share capital
by cancellation of VINCI shares held by the
Company
E.17 Delegation of authority granted to the Mgmt For For
Board of Directors to increase share
capital by incorporation of reserves,
profits or share premiums
E.18 Delegation of authority granted to the Mgmt For For
Board of Directors to issue any shares and
securities giving access to capital of the
Company and/or its subsidiaries while
maintaining shareholders' preferential
subscription rights
E.19 Delegation of authority granted to the Mgmt For For
Board of Directors to issue bonds
convertible and/or exchangeable for new
and/or existing shares (Oceane) of the
Company and/or its subsidiaries with
cancellation of preferential subscription
rights
E.20 Delegation of authority granted to the Mgmt For For
Board of Directors to issue any securities
representing debts and giving access to the
share capital of the Company and/or its
subsidiaries, other than bonds convertible
and/or exchangeable for new and/or existing
shares (Oceane) with cancellation of
preferential subscription rights
E.21 Authorization to be granted to the Board of Mgmt For For
Directors to increase the number of
issuable securities in case of surplus
demands
E.22 Delegation granted to the Board of Mgmt For For
Directors to issue any shares and
securities giving access to share capital,
in consideration for in-kind contributions
of equity securities or securities granted
to the Company
E.23 Delegation of authority granted to the Mgmt For For
Board of Directors to carry out capital
increases reserved for a category of
beneficiaries in order to provide employees
of certain foreign subsidiaries benefits
similar to those offered to employees
participating directly or indirectly in an
Employee shareholding funds (FCPE) through
a savings plan with cancellation of
preferential subscription rights
E.24 Powers to carry out all legal formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WEST JAPAN RAILWAY COMPANY Agenda Number: 704561794
--------------------------------------------------------------------------------------------------------------------------
Security: J95094108
Meeting Type: AGM
Meeting Date: 21-Jun-2013
Ticker:
ISIN: JP3659000008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WESTSHORE TERMINALS INVESTMENT CORP. Agenda Number: 933822101
--------------------------------------------------------------------------------------------------------------------------
Security: 96145A200
Meeting Type: Annual
Meeting Date: 18-Jun-2013
Ticker: WTSHF
ISIN: CA96145A2002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM W. STINSON Mgmt For For
M. DALLAS H. ROSS Mgmt For For
GORDON GIBSON Mgmt For For
MICHAEL J. KORENBERG Mgmt For For
BRIAN CANFIELD Mgmt For For
DOUG SOUTER Mgmt For For
GLEN CLARK Mgmt For For
02 AN ORDINARY RESOLUTION TO APPROVE THE Mgmt For For
ADVANCE NOTICE POLICY DESCRIBED IN THE
INFORMATION CIRCULAR.
03 APPOINTMENT OF KPMG LLP AS AUDITORS OF THE Mgmt For For
CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZING THE DIRECTORS TO FIX THEIR
REMUNERATION.
--------------------------------------------------------------------------------------------------------------------------
WISCONSIN ENERGY CORPORATION Agenda Number: 933742834
--------------------------------------------------------------------------------------------------------------------------
Security: 976657106
Meeting Type: Annual
Meeting Date: 02-May-2013
Ticker: WEC
ISIN: US9766571064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 ELECTION OF DIRECTOR: JOHN F. BERGSTROM Mgmt For For
1.2 ELECTION OF DIRECTOR: BARBARA L. BOWLES Mgmt For For
1.3 ELECTION OF DIRECTOR: PATRICIA W. CHADWICK Mgmt For For
1.4 ELECTION OF DIRECTOR: CURT S. CULVER Mgmt For For
1.5 ELECTION OF DIRECTOR: THOMAS J. FISCHER Mgmt For For
1.6 ELECTION OF DIRECTOR: GALE E. KLAPPA Mgmt For For
1.7 ELECTION OF DIRECTOR: HENRY W. KNUEPPEL Mgmt For For
1.8 ELECTION OF DIRECTOR: ULICE PAYNE, JR. Mgmt For For
1.9 ELECTION OF DIRECTOR: MARY ELLEN STANEK Mgmt For For
2. RATIFICATION OF DELOITTE & TOUCHE LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2013.
3. ADVISORY VOTE TO APPROVE COMPENSATION OF Mgmt For For
THE NAMED EXECUTIVE OFFICERS.
--------------------------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD Agenda Number: 704027817
--------------------------------------------------------------------------------------------------------------------------
Security: Y9891F102
Meeting Type: EGM
Meeting Date: 12-Oct-2012
Ticker:
ISIN: CNE1000004S4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR
RESOLUTION "1". THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS Non-Voting
AVAILABLE BY CLICKING ON THE URL LINK:
http://www.hkexnews.hk/listedco/listconews/
SEHK/2012/0828/LTN20120828373.pdf
1 That an interim dividend of Rmb6 cents per Mgmt For For
share in respect of the six months ended
June 30, 2012 be and is hereby approved and
declared
--------------------------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD Agenda Number: 704488508
--------------------------------------------------------------------------------------------------------------------------
Security: Y9891F102
Meeting Type: AGM
Meeting Date: 21-Jun-2013
Ticker:
ISIN: CNE1000004S4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR
ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0507/LTN20130507357.pdf AND
http://www.hkexnews.hk/listedco/listconews/
SEHK/2013/0507/LTN20130507509.pdf
1 To consider and approve the report of the Mgmt For For
directors of the Company (the "Directors")
for the year 2012
2 To consider and approve the report of the Mgmt For For
supervisory committee of the Company for
the year 2012
3 To consider and approve the audited Mgmt For For
financial statements of the Company for the
year 2012
4 To consider and approve final dividend of Mgmt For For
Rmb24 cents per share in respect of the
year ended December 31, 2012
5 To consider and approve the final accounts Mgmt For For
of the Company for the year 2012 and the
financial budget of the Company for the
year 2013
6 To consider and approve the re-appointment Mgmt For For
of Deloitte Touche Tohmatsu Certified
Public Accountants Hong Kong as the Hong
Kong auditors of the Company, and to
authorize the board of directors of the
Company (the "Board") to fix their
remuneration
7 To consider and approve the re-appointment Mgmt For For
of Pan China Certified Public Accountants
as the PRC auditors of the Company, and to
authorize the Board to fix their
remuneration
8 To approve and confirm: a. the agreement Mgmt For For
dated March 20, 2013 (the "Communications
Group Agreement") entered into between the
Company and Zhejiang Communications
Investment Group Co., Ltd. (a copy of which
is produced to the AGM marked "1" and
initialed by the chairman of the AGM for
the purpose of identification), and the
terms and conditions thereof and the
transactions contemplated thereunder and
the implementation thereof; b. the
agreement dated March 20, 2013 (the "Yiwu
Agreement") entered into between the
Company and Yiwu Communications Development
Co., Ltd. (a copy of which has been
produced to the AGM marked "2" and
initialed by the chairman of the AGM for
the purpose of identification), and the
terms and conditions thereof and the
transactions contemplated thereunder and
the implementation thereof; and to approve
CONTD
CONT CONTD ratify and confirm the authorization Non-Voting
to any one of the Directors, or any other
person authorized by the Board from time to
time, for and on behalf of the Company,
among other matters, to sign, seal,
execute, perfect, perform and deliver all
such agreements, instruments, documents and
deeds, and to do all such acts, matters and
things and take all such steps as he or she
or they may in his or her or their absolute
discretion consider to be necessary,
expedient, desirable or appropriate to give
effect to and implement the Communications
Group Agreement or the Yiwu Agreement or
both of them and the transactions
contemplated thereunder and all matters
incidental to, ancillary to or in
connection thereto, including agreeing and
making any modifications, amendments,
waivers, variations or extensions of the
CONTD
CONT CONTD Communications Group Agreement or the Non-Voting
Yiwu Agreement or the transactions
contemplated thereunder
9 To approve and confirm the proposed issue Mgmt For For
of domestic corporate bonds by the Company
with an aggregate principal amount of up to
RMB1 billion ("Domestic Corporate Bonds"),
on the conditions set forth below: (1)
Issuer: The Company. (2) Place of issue:
The PRC. (3) Aggregate principal amount: Up
to RMB1 billion, which can be issued in
single or multiple tranche(s) subject to
the approval of China Securities Regulatory
Commission (the "CSRC"). Subject to the
granting of authority by the shareholders
of the Company (the "Shareholders") to the
Board at the AGM, details of issue size and
tranches are intended to be determined by
the Board according to the financial
requirements of the Company and market
conditions prevailing at the time of issue.
(4) Arrangement for issue to Shareholders:
The Domestic Corporate Bonds will not CONTD
CONT CONTD be offered to the Shareholders on a Non-Voting
preferential basis. (5) Maturity: Up to 10
years, the Domestic Corporate Bonds may be
issued in single or multiple tranche(s)
with different maturity. Subject to the
granting of authority by the Shareholders
to the Board at the AGM, the maturity and
the issue size of each tranche are intended
to be determined by the Board according to
the requirements of the Company and market
conditions prevailing at the time of issue.
(6) Use of proceeds: The proceeds from the
proposed issue of the Domestic Corporate
Bonds are intended to be used by the
Company to improve its capital structure
and to supplement the working capital of
the Company. Subject to the granting of
authority by the Shareholders to the Board
at the AGM, details of the use of proceeds
are intended to be determined by the CONTD
CONT CONTD Board according to the financial Non-Voting
conditions of the Company. (7) Listing: An
application for listing and trading of the
Domestic Corporate Bonds (subject to the
fulfillment of relevant listing
requirements) shall be made with the
Shanghai Stock Exchange as soon as
practicable following the completion of the
proposed issue of the Domestic Corporate
Bonds. Subject to the approval of relevant
regulatory authorities, applications for
listing and trading of the Domestic
Corporate Bonds may be made with other
stock exchange(s) permitted by applicable
laws. (8) Term of validity of the
resolutions: The proposed Shareholders
resolutions to be passed at the AGM in
respect of the proposed issue of Domestic
Corporate Bonds, if passed, shall be valid
for 30 months from the date of passing of
the relevant resolutions at the AGM. CONTD
CONT CONTD and to approve and confirm the Non-Voting
granting of authority to the Board to deal
with all matters relating to the proposed
issue and listing of the Domestic Corporate
Bonds in the absolute discretion of the
Board in accordance with the applicable
laws and regulations (including, among
others, the Company Law of the PRC, the
Securities Law of the PRC and the Tentative
Methods on Issue of Corporate Bonds
promulgated by the CSRC) and the articles
of association of the Company, including,
but not limited to the following: (1) to
formulate specific plan and terms for the
issue of the Domestic Corporate Bonds
according to the requirements of the
relevant laws and regulations, the
Shareholders resolutions passed at the AGM
and market conditions, including but not
limited to the issue size, maturity, type
of bonds, CONTD
CONT CONTD interest rate and method of Non-Voting
determination, timing of issue (including
whether to issue in tranches and their
respective size and maturity), security
plan, whether to allow repurchase and
redemption, use of proceeds, rating,
subscription method, term and method of
repayment of principal and interests,
listing and all other matters relating to
the issue and listing of the Domestic
Corporate Bonds; (2) to appoint
intermediaries in connection with the
listing applications of the Domestic
Corporate Bonds and the actual listing of
the bonds; including but is not limited to
the authorisation, execution, performance,
variation and completion of all necessary
documents, contracts and agreements
(including, among others, prospectus,
subscription agreement, underwriting
agreement, trustee deed, listing agreement,
CONTD
CONT CONTD announcements and other legal Non-Voting
documents) and other relevant disclosures
as required by relevant laws and
regulations; (3) to appoint a trustee for
the proposed issue of the Domestic
Corporate Bonds, to execute relevant trust
deed and to determine rules for meetings of
holders of the Domestic Corporate Bonds;
(4) subject to any matters which require
Shareholders' approval, to make appropriate
adjustments to the proposal for the
proposed issue and terms of the Domestic
Corporate Bonds in accordance with the
comments (if any) from the relevant PRC
regulatory authorities; and (5) in the
event of the Company's expected failure to
repay the principal and interests of the
Domestic Corporate Bonds as scheduled or
when such amounts fall due, to implement,
as a minimum, the following measures: a.
not to declare any profit CONTD
CONT CONTD distributions to the Shareholders; b. Non-Voting
to postpone the implementation of capital
expenditure projects such as material
investments, acquisitions or mergers; c. to
reduce or discontinue the payment of
salaries and bonuses of the Directors and
senior management of the Company; and d.
not to transfer or second away any key
officers of the Company; (6) to deal with
any other matters relating to the proposed
issue and listing of the Domestic Corporate
Bonds; (7) subject to the term of validity
of the Shareholders resolutions as
mentioned above, the authority granted to
the Board to deal with the above matters
will take effect from the date of the
passing of the relevant Shareholders
resolution at the AGM until all the
authorized matters in relation to the
proposed issue of the Domestic Corporate
Bonds have been CONTD
CONT CONTD completed; and (8) at the same time Non-Voting
as the authorities mentioned under
paragraphs (1) - (6) above are granted, the
Board shall be authorised to delegate to
Mr. Wu Junyi the powers to deal with all
specific matters relating to the proposed
issue and listing of the Domestic Corporate
Bonds within the limit of the authorities
granted to the Board as mentioned above
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO Non-Voting
CHANGE IN RECORD DATE FROM 20 JUNE TO 21
MAY 2013. 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.
* 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) Cohen & Steers Infrastructure Fund, Inc
By (Signature) /s/ Tina M. Payne
Name Tina M. Payne
Title President
Date 08/16/2013