UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act File No. 811-21905
First Trust/Aberdeen Emerging Opportunity Fund
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Exact Name of Registrant as Specified in Declaration of Trust
120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187
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Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
W. Scott Jardine
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
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Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
(630) 765-8000
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Registrant's Telephone Number, including Area Code
Date of fiscal year end: December 31
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Date of reporting period: July 1, 2008 - June 30, 2009
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Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, N.E., Washington
D.C. 20549. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. Section 3507.
Item 1. Proxy Voting Record
GAIL (INDIA) LTD
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Security Y2682X135 Meeting Type Other Meeting
Ticker Symbol Meeting Date 05-Jul-2008
ISIN INE129A01019 Agenda 701647995 - Management
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For/Against
Item Proposal Type Vote Management
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S.1 Amend, pursuant to the provision of Section 17 and other applicable Management For For
provisions of the Companies Act, 1956, including any statutory
modification or re-enactment thereof for the time being in force, the
main objects Clause of the Memorandum of Association of the Company by
substituting the existing Clause No. 17 & 20 and adding new Clause No.
23 & 24 as under: Clause No. 17; Clause No. 20; Clause No. 23; Clause
No. 24 as specified; and authorize the Board of Directors to do all
such acts, deeds, matters and things as may be considered necessary,
desirable or expedient for giving effect to the above resolution and to
delegate the authority duly vested in it by virtue hereof to the
Chairman & Managing Director and/or Director and/or Company Secretary
to do the various acts, deeds, and things required to be done in this
behalf
HOUSING DEVELOPMENT FINANCE CORP LTD
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Security Y37246157 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 16-Jul-2008
ISIN INE001A01028 Agenda 701646044 - Management
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For/Against
Item Proposal Type Vote Management
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1. Approve the financial statements and statutory reports Management For For
2. Approve the dividend of INR 25.00 per share Management For For
3. Re-appoint Mr. D.M. Satwalekar as a Director Management For For
4. Re-appoint Mr. D.N. Ghosh as a Director Management For For
5. Re-appoint Mr. R.S. Tarneja as a Director Management For For
6. Approve Deloitte Haskins Sells as the Auditors and authorize the Board Management For For
to fix their remuneration
7. Approve Pannell Kerr Forster as the Branch Auditors and authorize the Management For For
Board to fix their remuneration
8. Appoint Mr. B. Jalan as a Director Management For For
9. Approve to increase in borrowing powers to INR 1.5 Trillion Management For For
10. Approve the reappointment and remuneration of Mr. R.S. Karnad, Joint Management For For
Managing Director
s.11 Approve the Employee Stock Option Scheme - 2008 Management For For
Page 1
ICICI BANK LTD, VADODARA
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Security Y38575109 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 26-Jul-2008
ISIN INE090A01013 Agenda 701651716 - Management
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For/Against
Item Proposal Type Vote Management
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1. Receive and adopt the audited profit and loss account for the FYE 31 Management For For
MAR 2008 and the balance sheet as at that date together with the
reports of the Directors and the Auditors
2. Declare a dividend on preference shares Management For For
3. Declare a dividend on equity shares Management For For
4. Re-appoint Mr. Sridar Iyengar as a Director, who retires by rotation Management For For
5. Re-appoint Mr. T.S. Vijayan as a Director, who retires by rotation Management For For
6. Re-appoint Mr. Lakshmi N. Mittal as a Director, who retires by rotation Management For For
7. Re-appoint Mr. Narendra Murkumbi as a Director, who retires by rotation Management For For
8. Appoint, pursuant to the provisions of Section 224 and other applicable Management For For
provisions, if any, of the Companies Act, 1956 and the Banking
Regulation Act, 1949, BSR & Co., Chartered Accountants as the Statutory
Auditors of the Company, until the conclusion of the next AGM of the
Company, on a remuneration [including terms of payment] to be fixed by
the Board of Directors of the Company, plus service tax and such other
tax[es], as may be applicable, and reimbursement of all out-of-pocket
expenses in connection with the audit of the accounts of the Company
for the year ending 31 MAR 2009
9. Authorize the Board of Directors of the Company, pursuant to the Management For For
provisions of Section 228 and other applicable provisions, if any, of
the Companies Act, 1956 and the Banking Regulation Act, 1949, to
appoint Branch Auditors in consultation with the Statutory Auditors, to
audit the accounts in respect of the Company's branches/offices in
India and abroad and to fix their terms and conditions of appointment
and remuneration, based on the recommendation of the Audit Committee,
plus service tax and such other tax[es], as may be applicable, and
reimbursement of all out-of-pocket expenses in connection with the
audit of the accounts of the Branches/Offices in India and abroad for
the year ending 31 MAR 2009
10. Appoint Mr. Sonjoy Chatterjee as a Director of the Company Management For For
11. Appoint Mr. Sonjoy Chatterjee as a whole time Director [Designated as Management For For
Executive Director of the Company], subject to the applicable
provisions of the Companies Act, 1956, the Banking Regulation Act, 1949
and the provisions of the Articles of Association of the Company,
effective 22 OCT 2007 up to 21 OCT 2012 on payment of the specified
remuneration; authorize the Board or any Committee to decide the
remuneration [salary, perquisites and bonus] payable to Mr. Sonjoy
Chatterjee, within the terms mentioned above, subject to the approval
of Reserve Bank Of India, from time to time; approve that, in the event
of absence or inadequacy of net profit in any FY, the remuneration
payable to Mr. Sonjoy Chatterjee shall be governed by Section II of
Part II of Schedule XIII of the Companies Act, 1956 or any
modifications(s) thereto; and that Mr. Sonjoy Chatterjee shall not be
subject to retirement by rotation during his tenure as whole time
Director; however, in order to comply with the provisions of
the Articles of Association of the Company and the Companies Act, 1956,
he shall be liable to retire by rotation, if, at any time, the number
of Non-Rotational Directors exceed one-third of the total number of
Directors; if he is re-appointed as a Director immediately on
retirement by rotation, he shall continue to hold his office of whole
time Director and the retirement by rotation and re- appointment shall
not be deemed to constitute a break in his appointment as whole time
Director
PETROCHINA CO LTD
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Security Y6883Q104 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 31-Jul-2008
ISIN CNE1000003W8 Agenda 701636865 - Management
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For/Against
Item Proposal Type Vote Management
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S.1 Approve the resolution regarding the issue of Domestic Corporate Bonds Management For For
in principal amount not exceeding RMB 60 billion within 2 years after
the date of such resolution passed at the EGM of the Company and
authorize the Directors to deal with all matters in connection with the
issue of Domestic Corporate Bonds
Page 2
GRASIM INDS LTD
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Security Y28523135 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 02-Aug-2008
ISIN INE047A01013 Agenda 701659382 - Management
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For/Against
Item Proposal Type Vote Management
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1. Receive and adopt the audited balance sheet as at 31 MAR 2008 and the Management For For
profit and loss account for the YE 31 MAR 2008 and the reports of the
Directors and the Auditors of the Company
2. Declare a dividend on equity shares for the YE 31 MAR 2008 Management For For
3. Re-appoint Mr. B.V. Bhargava as a Director, who retires from office by Management For For
rotation
4. Re-appoint Mr. Kumar Mangalam Birla as a Director, who retires from Management For For
office by rotation
5. Re-appoint Mr. M.L. Apte as a Director, who retires from office by Management For For
rotation
6.A Re-appoint Messrs. G.P. Kapadia & Co., Chartered Accountants, Mumbai as Management For For
the Statutory Auditors of the Company under Section 224 and other
applicable provisions, if any, of the Companies Act, 1956 to hold
office as such from the conclusion of this meeting until the conclusion
of the next AGM of the Company at a remuneration of INR 30,00,000 plus
service tax as applicable and reimbursement of actual out of pocket
expenses, as may be incurred in the performance of their duties
6.B Appoint, pursuant to the provisions of Section 228 and other applicable Management For For
provisions, if any, of the Companies Act, 1956, Messrs. Deloitte
Haskins & Sells, Chartered Accountants, Mumbai (in place of M/s. A. F.
Ferguson & Co., Chartered Accountants, who have given notice in writing
of their unwillingness to be appointed as the Branch Auditors of the
Company and in respect of which a Special Notice has been received by
the Company) as the Branch Auditors of the Company, to audit the
Accounts in respect of the Company's manufacturing plants of Grey
Cement and White Cement, Marketing Zones, Terminals and Ready Mix
Concrete Units, to hold office from the conclusion of this Meeting
until the conclusion of the next AGM of the Company at a remuneration
of INR 45,00,000 plus service tax as applicable and reimbursement of
actual out of pocket expenses, as may be incurred in the performance of
their duties
6.C Re-appoint, pursuant to the provisions of Section 228 and other Management For For
applicable provisions, if any, of the Companies Act, 1956, Messrs.
Vidyarthi & Sons, Chartered Accountants, Lashkar, Gwalior as the Branch
Auditors of the Company, to audit the Accounts in respect of the
Company's Vikram Woollens Division, to hold office from the conclusion
of this Meeting until the conclusion of the next AGM of the Company at
a remuneration of INR 75,000 plus service tax as applicable and
reimbursement of actual out of pocket expenses, as may be incurred in
the performance of their duties
S.7 Approve, in partial modification of the resolution passed by the Management For For
Members of the Company at the AGM held on 25 AUG 2006 and pursuant to
Sections 198, 269, 309 and 310 read with Schedule XIII and other
applicable provisions, if any, of the Companies Act, 1956 (the said
Act), including any statutory modification or reenactment thereof for
the time being in force, consent of the Company be accorded: i) to the
revision in the amount of the monthly Basic Salary payable to Mr.
Shailendra K. Jain, Whole Time Director of the Company upto an overall
limit of INR 12,00,000 per month; ii) to the revision in the amount of Special
Allowance payable to Mr. Shailendra K. Jain, upto an overall limit of
INR 12,00,000 per month; and iii) to the revision in the amount of
Performance Linked Variable Pay and/or other compensation payable as
may be decided by the Board from time to time upto the end of his
tenure, the same to be made on a pro rata basis every month or on an
annual basis or partly monthly and partly on annual basis at the
discretion of the Board subject to a maximum of INR 1,50,00,000 in a
year on this account as may be decided by the Board of Directors of the
Company from time to time for the remainder of his tenure of his
current term i.e. upto 30 NOV 2009 subject, however, to the limits
prescribed in Part II of Schedule XIII to the said Act and subject to
the consequential variation or increase in the remuneration due to the
revision in the terms of his remuneration as aforesaid, and conditions
of his appointment remaining the same as approved at the AGM of the
Company held on 25 AUG 2006
S.8 Approve, in partial modification of the resolution passed by the Management For For
Members of the Company at the AGM held on 07 JUL 2007 and pursuant to
Sections 198, 269, 309 and 310 read with Schedule XIII and other
applicable provisions, if any, of the Companies Act, 1956 (the said
Act), including any statutory modification or re- enactment thereof for
the time being in force, consent of the Company be accorded: i) to the
revision in the amount of the monthly Basic Salary payable to Mr. D.D.
Rathi, Whole Time Director of the Company upto an overall limit of INR
6,50,000 per month; ii) to the revision in the amount of Special
Allowance payable to Mr. D.D. Rathi, upto an overall limit of INR
7,00,000 per month; and iii) to the revision in the amount of
Performance Linked Variable Pay and/or other compensation payable as
may be decided by the Board from time to time upto the end of his
tenure, the same to be made on a pro rata basis every month or on an
annual basis or partly monthly and partly on annual basis at the
discretion of the Board subject to a maximum of INR 90,00,000 in a year
on this account as may be decided by the Board of Directors of the
Company from time to time for the remainder of his tenure of his
current term i.e. upto 31 JUL 2009 subject, however, to the limits
prescribed in Part II of Schedule XIII to the said Act and subject to
the consequential variation or increase in the remuneration due to the
revision in the terms of his remuneration as aforesaid, and conditions
of his appointment remaining the same as approved at the AGM of the
Company held on 07 JUL 2007
S.9 Amend, pursuant to Section 31 and other applicable provisions, if any, Management For For
of the Companies Act, 1956 (the said Act), Article 63(1) of the
Articles of Association of the Company as specified
Page 3
SATYAM COMPUTER SVCS LTD
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Security Y7530Q141 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 26-Aug-2008
ISIN INE275A01028 Agenda 701676883 - Management
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For/Against
Item Proposal Type Vote Management
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1. Receive, approve and adopt: the audited balance sheet as at 31 MAR Management For For
2008; the audited profit and loss account for the YE on that date; the
Auditors' report, thereon; and the Directors' report
2. Declare a dividend on equity shares Management For For
3. Re-appoint Professor M. Rammohan Rao as a Director, who retires by Management For For
rotation
4. Re-appoint Mr. Vinod K. Dham as a Director, who retires by rotation Management For For
5. Appoint M/s. Pricewaterhouse, Chartered Accountants, as the Auditors of Management For For
the Company, for the period commencing from the conclusion of this
meeting until the conclusion of the next AGM and approve to fix their
remuneration
6. Re-appoint, further to the resolution passed at the AGM held on 23 JUL Management For For
2004 and pursuant to the provisions of Sections 198, 269, 309, 310,
311, Schedule XIII of the Act, and other applicable provisions, if any,
of the Companies Act 1956, [including any statutory modification or
re-enactment thereof, for the time being in force] and subject to such
sanctions and approvals as may be necessary, Mr. B. Ramalinga Raju as a
Chairman and Director in the whole-time employment of the Company for a
further period of 5-years with effect from 01 APR 2009 at a
remuneration as specified; authorize the Board to vary, alter or modify
the different components of the above remuneration as may be agreed to
by the Board of Directors and Mr. B. Ramalinga Raju; in case of absence
or inadequacy of profits for any FY, the Chairman shall be paid
remuneration as per Section II of Part II of Schedule XIII to the
Companies Act, 1956 [including any statutory modification or
re-enactment thereof, for the time being in force] as may be applicable
from time to time
7. Re-appoint, further to the resolution passed at the AGM held on 23 JUL Management For For
2004 and pursuant to the provisions of Sections 198, 269, 309, 310,
311, Schedule XIII of the Act, and other applicable provisions, if any,
of the Companies Act 1956, [including any statutory modification or
re-enactment thereof, for the time being in force] and subject to such
sanctions and approvals as may be necessary, Mr. B. Rama Raju as a
Managing Director of the Company for a further period of 5-years with
effect from 01 APR 2009, at a remuneration as specified; authorize the
Board to vary, alter or modify the different components of the above
remuneration as may be agreed to by the Board of Directors and Mr. B.
Rama Raju; in case of absence or inadequacy of profits for any FY, the
Managing Director shall be paid remuneration as per Section II of Part
II of Schedule XIII to the Companies Act, 1956 [including any statutory
modification or re-enactment thereof, for the time being in force] as
may be applicable from time to time
S.8 Approve, in accordance with the provisions of Section 309(4) and other Management For For
applicable provisions of the Companies Act, 1956, including any
statutory modification or re-enactment thereof, for the time being in
force and in accordance with other applicable guidelines and/or
regulations if any, issued in this regard by statutory/regulatory
authorities, the payment of remuneration to the Directors, who are not
in the whole time employment of the company, by way of commission for
every FY or part thereof as may be decided and computed by the Board of
Directors subject to the limits as prescribed under the Companies Act,
1956, commencing from the FY 2008-09
Page 4
MIGROS TURK TICARET AS
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Security M7009U105 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 04-Sep-2008
ISIN TRAMIGRS91J6 Agenda 701671148 - Management
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For/Against
Item Proposal Type Vote Management
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1. Opening and the elect the Presidential Board Management No Action N/A
Comments-To prevent share blocking.
2. Receive the reports of the Board of Directors, the Auditors and the Management No Action N/A
auditing report of the External Auditing Institution, namely Basaran
Nas Bagimsiz Denetim VE Serbest Muhasebeci Mali Musavirlik A.S.,
concerning the activities and the accounts of the period between 01 JAN
2008 and 31 MAY 2008 and acceptance, acceptance by amendment or
rejection of the recommendation of the Board of Directors on the
balance sheet and the income table for the period between 01 JAN 2008
and 31 MAY 2008
3. Approve the Companys Members of the Board of Directors and the Auditors Management No Action N/A
who held office between 01 JAN 2008 and 31 MAY 2008 for their
activities in the relevant period
4. Approve the elections made to the Memberships of the Board of Directors Management No Action N/A
within the year as per the 315th Article of the Turkish Commercial Law
5. Approve the elections made to the Auditors within the year as per the Management No Action N/A
351st Article of the Turkish Commercial Law
6. Approve to determine the gross monthly wages of the Chairman of the Management No Action N/A
Board of Directors, the Members thereof and the Auditors
7. Approve the recommendation of the Board of Directors and amend the 7th Management No Action N/A
Article of the Companys Articles of Association that concerns the
Management council
8. Approve to determine the number of the Members of the Board of Management No Action N/A
Directors as 11 and the 2 new Members of the Board of Directors
pursuant to the amendment of the 7th Article of the Articles of
Association
9. Authorize the Members of the Board of Directors, as per the 334th and Management No Action N/A
the 335th Articles of the Turkish Commercial Law, to conduct the
business that fall within the scope of the Company personally or in the
name of others, to be sharers in Companies conducting such businesses
and to conduct other operations
10. Authorize the presidential Board to sign the minutes of the general Management No Action N/A
Board meeting in the name of the general Board
GAIL (INDIA) LTD
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Security Y2682X135 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 04-Sep-2008
ISIN INE129A01019 Agenda 701684551 - Management
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For/Against
Item Proposal Type Vote Management
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1. Receive and adopt the audited balance sheet as at 31 MAR 2008, profit & Management For For
loss account for the YE 31 MAR 2008, the Board's Report, the Auditors'
Report and the comments thereupon of Comptroller & Auditor General of
India
2. Declare dividend on Equity Share Capital for the FYE on 31 MAR 2008, Management For For
the Board has recommended a total dividend of 100% on the paid-up
Equity Share Capital of the Company for the YE 31 MAR 2008, which
includes interim dividend of 40% already paid in DEC 2007
3. Re-appoint Shri R.K. Goel as a Director, who retires by rotation Management For For
4. Re-appoint Dr. Amit Mitra as a Director, who retires by rotation Management For For
5. Re-appoint Dr. A.K. Kundra as a Director, who retires by rotation Management For For
6. Authorize the Board of Directors of the Company to decide and fix the Management For For
remuneration of the Statutory/Branch Auditors of the Company for the FY
2008-2009, as may be deemed fit by the Board
7. Appoint, in accordance with the provision of Section 257 and other Management For For
applicable provision, if any, of the Companies Act, 1956, Dr. U.K. Sen
as a Director of the Company, liable to retire by Rotation
S.8 Approve, pursuant to the provisions of Sections 16, 31, 94 and other Management For For
applicable provisions of the Companies Act, 1956, and other applicable
laws, if any, to increase the authorized share capital of the Company
from INR 1,000 Crores to INR 2,000 Crores, ranking pan passu with the
existing equity shares; amend the existing ClauseV of the Memorandum of
Association of the Company by way of substitution of the Clause as
specified; the existing Article 5 of the Articles of Association of the
Company be amended by way of substitution of the Article as specified;
authorize the Chief Managing Director and/or Director and/or Company
Secretary to do all such acts, deeds, matters and things and execute
all such deeds, documents and instruments as may be deemed necessary to
effectuate the decision in the foregoing resolution
9. Authorize the Board of Directors of the Company, in accordance with the Management For For
relevant provisions of the Memorandum and Articles of Association of
the Company and recommendation of the Board of Directors, and subject
to the guidelines issued by the Securities and Exchange Board of India
and such other consents or approvals as may be required in this regard
or applicable, and subject to the conditions and modifications, if any,
as may be prescribed and agreed to by the Board, [herein after referred
to as the Board, which expression shall include a Committee of
Directors duly authorized in this behalf], for capitalization of a sum
of INR 422,82,58,000/- being part of the amount standing to the credit
of the General Reserve in the books of the Company, be capitalized and
distributed amongst the holders of the existing equity shares of the
Company whose names stand on the Register of Members/ Beneficial Owners
on Record Date/Book Closure to be fixed separately in this behalf that
they become entitled thereto as capital and not as income and that the
same be not paid in cash but be applied on behalf of such shareholders
as aforesaid in paying up in full at par 42,28,25,800 new equity shares
of INR 10/-each to be allotted, distributed and credited as
fully paid-up amongst the said shareholders in the proportion of 1 new
equity share for every 2 existing equity shares held by them; the issue
and allotment of new equity shares and payment in respect of fractional
entitlement, if any, in terms hereof to the non- resident shareholders
of the Company, shall be subject to the provisions of the Regulations
made under the Foreign Exchange Management Act, 1999; the 42,28,25,800
new equity shares of INR 10/- each to be allotted as Bonus Shares,
shall be subject to the Memorandum and Articles of Association of the
Company and shall rank, in all respects, pan passu with the existing
equity shares of the Company and shall be entitled to participate in
full in any dividend declared after the Bonus shares are allotted; no
letter of allotment shall be issued in respect of Bonus Shares and
Members holding in physical form will be delivered share certificates
except that the Bonus shares will be credited to demat accounts of the
allottees who are holding the existing equity shares in electronic
form; the Board shall not issue any certificate or coupon in respect of
fractional shares, but the total number of such new equity shares
representing such fractions shall be allotted by the Board to a
nominee[s] to be selected by the Board, who would hold them as
trustee[s] for the equity shareholders who would have entitled to such
fractions, such nominee[s] will as soon as possible sell such equity
shares at the prevailing market rate and the net sale proceeds of such
shares, after adjusting the cost and expenses in respect thereof, be
distributed among such Members who are entitled to such fractions in
proportion of their respective holding and allotment of fractions
thereof, authorize the Board of Directors to take all other steps as
may be necessary to give effect to the aforesaid resolution[s] and
determine all other terms and conditions of the issue of bonus shares
as the Board may in its absolute discretion deem fit including settling
any question, doubt or difficulty that may arise with regard to or in
relation to the issue or allotment of the bonus shares
Page 5
HERO HONDA MOTORS LTD
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Security Y3179Z146 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 25-Sep-2008
ISIN INE158A01026 Agenda 701700660 - Management
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For/Against
Item Proposal Type Vote Management
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1. Receive and adopt the audited balance sheet of the Company as at 31 MAR Management For For
2008, the profit and loss account for the YE on that date together with
the reports of the Directors and the Auditors thereon
2. Declare a dividend of INR 19 per equity share on 19,96,87,500 equity Management For For
shares of INR 2 each for the FY 2007-2008
3. Re-appoint Mrs. Shobhana Bhartia as a Director, who retires by rotation Management For For
4. Re-appoint Mr. Sunil Bharti Mittal as a Director, who retires by Management For For
rotation
5. Re-appoint Mr. Masahiro Takedagawa as a Director, who retires by Management For For
rotation
6. Re-appoint Mr. Pradeep Dinodia as a Director, who retires by rotation Management For For
7. Appoint M/s. A.F. Ferguson & Co., Chartered Accountants, New Delhi, the Management For For
retiring Auditors, to hold office as the Auditors from the conclusion
of this meeting until the conclusion of the next AGM and approve to fix
their remuneration
8. Appoint: Mr. Sumihisa Fukuda as a Director of the Company shall be Management For For
liable to determination by retirement of Directors by rotation and
pursuant to the recommendation of the Remuneration Committee and
subject to the approval of the Central Government under Sections 269,
198, 309 read with Schedule XIII and other applicable provisions, if
any, of the Companies Act 1956 and Mr. Sumihisa Fukuda as a Technical
Director in the whole-time employment of the Company for a period of 5
years with effect from 01 JUN 2008 on a remuneration including minimum
remuneration and on terms and conditions as specified and approve the
aggregate amount of remuneration payable to Mr. Sumihisa Fukuda in a
particular FY will be subject to the overall ceiling limit laid down in
Sections 198 and 309 read with Schedule XIII of the Companies Act, 1956
9. Appoint Mr. Meleveetil Damodaran as a Director of the Company, shall be Management For For
liable to determination by retirement of Directors by rotation
GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
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Security P49501201 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 06-Oct-2008
ISIN MXP370711014 Agenda 701711877 - Management
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For/Against
Item Proposal Type Vote Management
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I. Approve to pay a cash dividend in the amount of MXN 0.47 per share Management For For
II. Approve the report from the outside Auditor regarding the fiscal Management For For
situation of the Company
III. Approve the designation of a delegate or delegates to formalize and Management For For
carry out if relevant, the resolutions passed by the meeting
IV. Approve the meeting minutes Management For For
GRASIM INDS LTD
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Security Y28523135 Meeting Type Court Meeting
Ticker Symbol Meeting Date 13-Oct-2008
ISIN INE047A01013 Agenda 701712538 - Management
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For/Against
Item Proposal Type Vote Management
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1. Approve with or without modification, the Scheme of Arrangement between Management For For
the Applicant Company and Vikram Sponge Iron Limited and their
respective shareholders and Creditors (the "Scheme")
Page 6
PETROCHINA CO LTD
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Security Y6883Q104 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 21-Oct-2008
ISIN CNE1000003W8 Agenda 701699158 - Management
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For/Against
Item Proposal Type Vote Management
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1. Approve and ratify, the New Comprehensive Agreement entered into Management For For
between the Company and China National Petroleum Corporation; approve
the Non-Exempt Continuing Connected Transactions and the proposed caps
of the Non Exempt Continuing Connected Transactions under the New
Comprehensive Agreement and the revised Non Exempt annual caps, which
the Company expects to occur in the ordinary and usual course of
business of the Company and its subsidiaries, as the case may be, and
to be conducted on normal commercial terms; and approve and ratify the
execution of the New Comprehensive Agreement by Mr. Zhou Mingchun,
Chief Financial Officer for and on behalf of the Company and authorize
Mr. Zhou Mingchun to make any amendment to the New Comprehensive
Agreement as he thinks desirable and necessary and to do all such
further acts and things and execute such further documents and take all
such steps which in his opinion may be necessary, desirable or
expedient to implement and/or give effect to the terms of such
transactions
2. Approve and ratify, the Supplemental Agreement to the CRMSC products Management For For
and Services Agreement between the Company and China Railway Materials
and Suppliers Corporation (as attached to the resolution); approve the
Non-Exempt Continuing Connected Transactions under, and the proposed
caps in respect of, the supplemental agreement to the CRMSC products
and services agreement which the Company expects to occur in the
ordinary and usual course of business of the Company and its
subsidiaries, as the case may be, and to be conducted on normal
commercial terms; and approve and ratify the execution of the CRMSC
products and services agreement by Mr. Zhou Mingchun, Chief Financial
Officer for and on behalf of the Company and authorize Mr. Zhou
Mingchun, to make any amendment to the CRMSC products and services
agreement as he thinks desirable and necessary and to do all such
further acts and things and execute such further documents and take all
such steps which in his opinion may be necessary, desirable or
expedient to implement and/or give effect to the terms of such
transactions
HANG LUNG GROUP LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y30148111 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 03-Nov-2008
ISIN HK0010000088 Agenda 701724064 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and approve the financial statements and the reports of the Management For For
Directors and the Auditors for the YE 30 JUN 2008
2. Declare a final dividend recommended by the Directors Management For For
3.A Re-elect Mr. Gerald Lokchung Chan as a Director Management Abstain Against
3.B Re-elect Mr. Ronnie Chichung Chan as a Director Management For For
3.C Re-elect Mr. Nelson Wai Leung Yuen as a Director Management For For
3.D Authorize the Board of Directors to fix the Directors' fees Management For For
4. Re-appoint KPMG as the Auditors of the Company and authorize the Management For For
Directors to fix their remuneration
5.A Authorize the Directors of the Company of all the powers of the Company Management For For
to purchase shares in the capital of the Company, during the relevant
period, the aggregate nominal amount of shares of the Company which may
be purchased by the Company on the Stock Exchange of Hong Kong Limited
[the Stock Exchange] or any other stock exchange recognized for this
purpose by the Securities and Futures Commission and The Stock Exchange
under the Hong Kong Code on share repurchases pursuant to the approval,
shall not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing of this
resolution; [Authority expires the earlier of the conclusion of the
next meeting of the Company or the expiration of the period within
which the next Meeting of the Company is to be held by law]
5.B Authorize the Directors of the Company, pursuant to Section 57B of the Management Against Against
Companies Ordinance, to allot, issue and deal with additional shares in
the capital of the Company and to allot, issue or grant securities
convertible into shares in the capital of the Company or options,
warrants or similar rights to subscribe for any such shares or such
convertible securities and to make or grant offers, agreements and
options, during and after the relevant period, not exceeding the
aggregate of a) 20% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing this resolution
plus b) the nominal amount of share capital repurchased by the Company
subsequent to the passing of this resolution up to maximum equivalent
to 10% of the aggregate nominal amount of the share capital of the
Company in issue at the date of passing of this resolution, otherwise
than pursuant to: i) a rights issue [as specified]; or ii) the exercise
of rights of subscription or conversion under the terms of any warrants
issued by the Company or any securities which are convertible into the
shares of the Company; iii) any Option Scheme or similar arrangement
for the time being adopted for the grant or issue of shares or rights
to acquire shares of the Company or iv) any scrip dividend or similar
arrangement providing for the allotment of shares in lieu of the whole
or part of a dividend on shares of the Company in accordance with the
Articles of Association of the Company
5.C Authorize the Directors of the Company to exercise the powers of the Management Against Against
Company as specified, in respect of the Share Capital of the Company
Page 7
TRUWORTHS INTERNATIONAL LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security S8793H130 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 06-Nov-2008
ISIN ZAE000028296 Agenda 701721323 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the Group and the Company audited annual financial Management For For
statements for the period ended 29 JUN 2008
2.1 Re-elect Mr. M.S. Mark as a Director of the Company, who retires by Management For For
rotation at the AGM
2.2 Re-elect Mr. R.G. Dow as a Director of the Company, who retires by Management For For
rotation at the AGM
2.3 Re-elect Mr. H. Saven as a Director of the Company, who retires by Management For For
rotation at the AGM
3. Approve to renew the Directors' general authority, which shall be Management For For
limited in aggregate to 10% of the Company's shares in issue at 29 JUN
2008, over both the unissued shares and the repurchased shares of the
Company until the following AGM; this general authority shall include
the power to allot or to sell as the case may be such shares for cash
subject to the provisions of the Companies Act [the Act] and the JSE's
Listings Requirements, in particular this resolution which if passed
would constitute a waiver by Members of their pre-emptive rights, is
subject to not less than 75% of the votes of all members entitled to
vote and in attendance or represented at the meeting being cast in
favor and is further subject to paragraphs 5.52 and 11.22 of such
Requirements which provide as follows: such shares may only be issued
or sold as the case may be to public shareholders as defined in such
Requirements and not to related parties; such shares may not in any 1
FY in the aggregate exceed 15% of the Company's issued shares the
number that may be issued or sold as the case may be being determined
in accordance with subparagraph 5.52 [c] of such Requirements; and the
maximum discount at which such shares may be issued or sold as the case
may be is 10% of the weighted average traded price of such shares on
the JSE over the 30 business days preceding the date of determination
of the issue or selling price as the case may be; after the Company has
issued shares in terms of this general authority representing on
cumulative basis within a financial year 5% or more of the number of
shares in issue prior to that issue, the company will publish an
announcement containing full details of the issue including: the number
of shares issued; the average discount to the weighted average traded
price of the shares over the 30 business days prior to the date that
the price of the issue was determined or agreed by the Directors; and
the effects of the issue on the net asset value per share net tangible
asset value per share earnings per share headline earnings per share
and diluted earnings and headline earnings per share
S.4 Approve, a general approval contemplated in the Act, the acquisition Management For For
from time to time, either by the Company itself or by its subsidiaries,
of the Company's issued shares and including the acquisition by the
Company of any of its issued shares held by its subsidiaries, upon such
terms and conditions and in such amounts as the Directors of the
Company may from time to time decide, subject however to the provisions
of the Act and the Listings Requirements of the JSE relating to general
repurchases of shares, it being recorded that it is currently required
that general repurchases of a Company's shares can be made only if: a)
the Company and its subsidiaries are enabled by their articles
to acquire such shares; b) the Company and its subsidiaries are
authorized by their Members in terms of special resolutions taken at
general meetings, to make such general repurchases, [Authority expires
the earlier of the conclusion of the next AGM or 15 months]; c) such
repurchases are effected through the order book operated by the JSE
trading system and without any prior understanding or arrangement
between the Company and a counterparty, unless the JSE otherwise
permits; d) such repurchases are limited to a maximum of 20% per FY of
the Company's issued shares of that class at the time the
aforementioned authorization is given, a maximum of 10% in aggregate of
the Company's issued shares that may have been repurchased being
capable of being held by subsidiaries of the Company; e) such
repurchases are made at a price no greater than 10% above the weighted
average market price of the Company's shares traded on the JSE over the
5 business days immediately preceding the date on which the transaction
is effect; f) at any point in time, the Company appoints only one agent
to effect any repurchase on the Company's behalf; g) the Company may
only undertake such repurchases if thereafter it still complies with
the JSE's Listings Requirements concerning shareholder spread; h) such
repurchases are not effected during prohibited periods as defined by
the JSE
5. Re-appoint Ernst & Young Inc, as the Independent External Auditors in Management For For
respect of the audit of the Group's and the Company's annual financial
statements for the period ending 28 JUN 2009 and their fees be
determined by Group's Audit Committee
6. Approve the fees of the Non-Executive Directors for the period ended 29 Management For For
JUN 2008
7.1 Approve the fees of the Non-Executive Chairman for the period ended 28 Management For For
JUN 2009 as ZAR 320,000
7.2 Approve the fees of the Non-Executive Directors for the period ended 28 Management For For
JUN 2009 as ZAR 150,000
7.3 Approve the fees of the Audit Committee Chairman for the period ended Management For For
28 JUN 2009 as ZAR 75,000
7.4 Approve the fees of the Audit Committee Members for the period ended 28 Management For For
JUN 2009 as ZAR 55,000
7.5 Approve the fees of the Remuneration Committee Chairman for the period Management For For
ended 28 JUN 2009 as ZAR 60,000
7.6 Approve the fees of the Remuneration Committee Member for the period Management For For
ended 28 JUN 2009 as ZAR 45,000
7.7 Approve the fees of the Risk Committee Member for the period ended 28 Management For For
JUN 2009 as ZAR 30,000
7.8 Approve the fees of the Non-Executive Committee Chairman for the period Management For For
ended 28 JUN 2009 as ZAR 20,000
Page 8
TELECOMUNICACOES DE SAO PAULO S A - TELESP
-----------------------------------------------------------------------------------------------------------------------------------
Security P90337109 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 11-Nov-2008
ISIN BRTLPPACNOR8 Agenda 701743444 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
I. Ratify the nomination and hiring of the Specialized Company Hirashima Management For For
and Associados Ltda., charged by the Company's administration with the
preparation of the evaluation of the Companies Telefonica Data Do
Brazil Participacoes Ltda, Dabr and Telefonica Televisao Participacoes
S.A. TTP, aiming at the takeover of the same by Telesp takeovers, in
accordance with the material fact published on 21 OCT 2008, published
on 22 OCT 2008, in the state's official gazetteer and in Gazeta
Mercantil
II. Approve the examination and concerning the evaluation reports prepared Management For For
by the Specialized Company mentioned in item 'I' above, that constitute
exhibits, respectively, of the takeover protocol and justification
instrument between Telecomunicacoes De Sao Paulo S.A. Telesp and Dabr
and the takeover protocol and justification instrument between Telecom
Unicacoes De Sao Paulo S.A. Telesp and TTP Protocols
III. Approve the examination and concerning the protocols mentioned in item Management For For
II above, as well as the takeover of Dabr and TTP by Telesp with the
transfer of the net assets of the Companies taken over to Telesp
takeover Company
IV. Approve to increase the capital of the Company as a result of the Management For For
takeover of Dabr, with the consequent amendment of the main part of
Article 5 of the Corporate Bylaws, as well as the consolidation of the
Company's Corporate Bylaws
SHINSEGAE CO LTD, SEOUL
-----------------------------------------------------------------------------------------------------------------------------------
Security Y77538109 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 18-Nov-2008
ISIN KR7004170007 Agenda 701765159 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the Merger Management For For
Page 9
MASSMART HLDGS LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security S4799N114 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 26-Nov-2008
ISIN ZAE000029534 Agenda 701756857 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
To receive and adopt the annual financial statements of the Company and Non-Voting N/A N/A
the Gr-oup for the YE 30 JUN 2008
To elect the Directors in the place of those retiring in accordance Non-Voting N/A N/A
with the C-ompany's Articles of Association
Transact any other business Non-Voting N/A N/A
O.1 Adopt the annual financial statements of the Company and the Group for Management For For
the YE 30 JUN 2008, as specified
O.2 Re-elect Mr. I.N. Matthews to the Board of Directors of the Company, Management For For
who retires by rotation
O.3 Re-elect Ms. D.N.M. Mokhobo to the Board of Directors of the Company, Management For For
who retires by rotation
O.4 Re-elect Mr. G.M. Pattison to the Board of Directors of the Company, Management For For
who retires by rotation
O.5 Re-elect Mr. M.J. Rubin to the Board of Directors of the Company, who Management For For
retires by rotation
O.6 Re-elect Mr. C.S. Seabrooke to the Board of Directors of the Company, Management For For
who retires by rotation
O.7 Approve the Non-Executive Directors' annual remuneration, for the 2009 Management For For
FY as specified; Chairman of the Board ZAR 675,000, Deputy Chairman ZAR
490,000, Directors ZAR 200,000, Committee Chairman ZAR 200,000,
Committee Members ZAR 94,000 with the Members of the Audit Committee
receiving an additional ZAR 25,000 each due to the increased meetings
and responsibilities brought about by the Corporate Laws amendment Act
O.8 Re-elect Messrs. Deloitte & Touche [with Mr. Andre Dennis as the Audit Management For For
partner] as the Company's Auditors for the ensuing FY, as approved by
the Massmart Audit Committee
O.9 Approve to place all the ordinary shares in the authorized but unissued Management For For
share capital of the Company under the control of the Directors in
terms of Section 221(2) of the Companies Act, 1973 [Act 61 of 1973], as
amended [the Act], who shall be authorized to allot and issue such
shares to such person or persons on such terms and conditions as they
may deem fit but not exceeding 5% of the number of shares already in
issue; such allotment will be in accordance with the Act and the
Listings Requirements of the JSE Limited [the JSE]
O.10 Authorize the Directors, subject to the JSE Listings Requirements, to Management For For
issue the ordinary shares in the authorized but unissued share capital
of the Company for cash to such person or persons on such terms and
conditions as they may deem fit, subject to the following: the shares
shall be of a class already in issue; the shares shall be issued to
public shareholders [as defined in the JSE Listings Requirements] and
not to related parties [as defined in the JSE Listings Requirements];
the issues in the aggregate in any 1 FY shall not exceed 5% of the
number of shares already in issue; the maximum discount at which the
shares may be issued shall be 10% of the weighted average traded price
of the shares over the 30 business days prior to the date that the price
of the issue is determined or agreed by the Directors; [Authority expires
the earlier of the Company's next AGM or 15 months]; once the securities
have been issued the Company shall publish an announcement in accordance
with Paragraph 11.22 of the JSE Listings Requirements
O.11 Authorize the Directors, by a way of a specific authority in terms of Management For For
paragraph 5.51 of the Listing Requirements of the JSE Limited to
implement the sale by the Company's wholly-owned subsidiary Massmart
Management & Finance Company [proprietary] Limited, of 100,000 Massmart
ordinary shares of 1 cent each, at a sale price of 1 cent per share,
which amount will be payable by the purchasers, who are all non
executive Directors of the Company as specified; Mr. Z.L Combi 20,000
shares, Mr. K.D. Dlamini 20,000 shares, Ms. N.N Gwagwa 20,000 shares,
Ms. P. Langeni 20,000 shares, Ms. D.N.M. Mokhobo 20,000 shares
S.1 Authorize the Company and its subsidiaries, in terms of Sections 85(2) Management For For
and 85(3) of the Act, and the JSE Listings Requirements, from time to
time to acquire the ordinary and/or preference shares in the issued
share capital of the Company from such shareholder/s, at such price, in
such manner and subject to such terms and conditions as the Directors
may deem fit, but subject to the Articles of Association of the
Company, the Act and the JSE Listings Requirements, and provided that:
acquisitions may not be made at a price greater than 10% above the
weighted average of the market value for the shares determined over the
5 business days prior to the date that the price for the acquisition is
effected; acquisitions in the aggregate in any 1 FY shall not exceed
15% of that class of the Company's issued share capital; the repurchase
of securities will be effected through the order book operated by the
JSE trading system and will be done without any prior understanding or
arrangement between the Company and the counter party; the Company will
only appoint 1 agent to effect the repurchases on the Company's behalf;
the Company will only undertake a repurchase of securities if, after
such repurchases, the Company complies with the JSE listing shareholder
spread requirements; neither the Company nor its subsidiaries may
repurchase securities during a prohibited period unless a repurchase
program is in place where the dated and quantities of securities to be
traded during the relevant period are fixed and where full details of
the programme have been disclosed in an announcement over SENS prior to
the commencement of the prohibited period; an announcement complying
with 11.27 of the JSE Listings Requirements will be published by the
Company when the Company and/or its subsidiaries over any 12 month
period have cumulatively repurchased 3% of the Company's issued
ordinary and/or preference share capital and for each 3% in aggregate
thereafter; [Authority expires the earlier of the Company's next AGM or
15 months]
S.2 Authorize the Company, that Massmart Management & Finance Company Management For For
[proprietary] Limited [a wholly-owned subsidiary of the Company] and in
terms of Section 38(2A) of the Act to give financial assistance by the
disposal of 20,000 ordinary shares in the Company by Massmart
Management & Finance Company [proprietary] Limited to each of Messrs.
Z.L Combi, K.D. Dlamini, N.N. Gwagwa, P. Langeni and D.N.M. Mokhobo at
a purchase price of 1 cent per share on the terms as set out in the
arrangements concluded between the Company, Massmart Management &
Finance Company [proprietary] Limited and each of Messrs. Z.L. Combi,
K.D. Dlamini, N.N. Gwagwa, P. Langeni and D.N.M. Mokhobo, which have
been initialed by the Chairman for identification and tabled at this
AGM; the Directors of the Company are satisfied that subsequent to the
transfer of shares as specified, the consolidated assets of the Company
fairly valued will be more than its consolidated liabilities and
subsequent to providing the financial assistance and for the duration
of the transaction, the Company and Massmart Management & Finance
Company [proprietary] Limited will able to pay their debts as they
become due in the ordinary course of business
Page 10
FUBON FINL HLDG CO LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y26528102 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 05-Dec-2008
ISIN TW0002881000 Agenda 701773574 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve to acquire Ing Life Insurance Co. Limited for US 600 million, Management For For
the subordinated debt issuance and its issued subordinated Corporate
Bonds via private placement
2. No other proposals and extraordinary motions Non-Voting N/A N/A
ICICI BANK LTD, VADODARA
-----------------------------------------------------------------------------------------------------------------------------------
Security Y38575109 Meeting Type Other Meeting
Ticker Symbol Meeting Date 11-Feb-2009
ISIN INE090A01013 Agenda 701795013 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Appoint Mr. K. V. Kamath as a Director of the Company, proposing him as Management For For
a candidate for the office of Director under the provisions of Section
257 of the Companies Act, 1956, effective 01 MAY 2009, who retires by
rotation in accordance with the provisions of the Companies Act, 1956,
and would be eligible for re-election and on such re-election would
continue being appointed as the Chairman of the Board of Directors up
to the date approved by Reserve Bank of India
2. Approve, pursuant to the provisions of the Companies Act, 1956, Banking Management For For
Regulations Act 1949, Articles of Association of the Company and
subject to the approval of Government of India and Reserve Bank of
India and such other approvals to the extent required and subject to
such terms and conditions as may be prescribed while granting such
approvals Mr. K. V. Kamath, being appointed as the Non-Executive
Chairman of the Company for a period of 5 years, effective 01 MAY 2009
up to 30 APR 2014 be paid a remuneration of INR 2,000,000 per annum and
be entitled to payment of sitting fees, maintaining of a Chairman's
office at the Bank's expense, bearing of expenses by the Bank for
travel on official visits and participation in various forums [both in
India and abroad] as the Chairman of the Bank and bearing of
travel/halting/other expenses and allowances by the Bank for attending
to his duties as the Chairman of the Bank; and authorize the Board to
do all such acts, deeds and things and to execute any documents or
instruction etc., as may be required to give effect to this resolution
3. Appoint Ms. Chanda D. Kochhar as a Director of the Company, proposing Management For For
her as a candidate for the office of Director under the provisions of
Section 257 of the Companies Act, 1956, effective 01 APR 2009
4. Re-appoint, pursuant to the applicable provisions of the Companies Act, Management For For
1956, the Banking Regulations Act 1949, and the provisions of the
Articles of Association of the Bank and subject to the approval of
Reserve Bank of India, and such other approvals to the extent required
and subject to such terms and conditions as may be prescribed while
granting such approvals, Ms. Chanda D. Kochhar as the Joint Managing
Director and Chief Financial Officer from 01 APR 2009 up to 30 APR 2009
on the same terms including as to remuneration as at present and be
appointed as Managing Director and Chief Executive Officer effective 01
MAY 2009 up to 31 MAR 2014 on payment of the specified remuneration;
and authorize the Board or any Committee to decide the remuneration
[salary, perquisites and bonus] payable to Ms. Chanda D. Kochhar, with
in the terms mentioned above, subject to the approval of Reserve Bank
of India, from time to time; and in the event of absence or inadequacy
of net profit in any FY, the remuneration payable to Ms. Chanda D.
Kochhar shall be governed by Section II of Part II of the Schedule XIII
of the Companies Act, 1956, or any modifications thereof or if so
permitted, by the Board of any Committee thereof; and that Ms. Chanda
D. Kochhar shall not be subject to retirement by rotation during her
tenure as the Joint Managing Director and Chief Financial Officer and
as the Managing Director and Chief Executive Officer; and authorize the
Board to do all such acts, deeds and things and to execute any
documents or instruction etc., as may be required to give full effect
to this resolution
Page 11
ULTRAPAR PARTICIPACOES S A
-----------------------------------------------------------------------------------------------------------------------------------
Security P94396101 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 11-Feb-2009
ISIN BRUGPAACNPR5 Agenda 701804228 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
I. Approve to increase the share capital of the wholly owned subsidiary of Management For For
Ultrapar Participacoes S.A. Company, Refinaria De Petroleo Riograndense
S.A. RPR, with the admission of new shareholders into its share capital
and the consequent change in its status from a wholly owned subsidiary
to being a corporate entity owned by many owners
II. Approve the conditions for the exercise of the preemptive right to Management For For
subscribe to the new RPR shares issued as a result of its increase in
share capital, by the shareholders of the Company, in the proportion of
the number of shares they hold on this date, under the terms of Article
253[II] of law number 6404/76
QATAR INSURANCE COMPANY, DOHA
-----------------------------------------------------------------------------------------------------------------------------------
Security M8179W103 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 22-Feb-2009
ISIN QA0006929838 Agenda 701807399 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
O.1 Approve the Directors report on the activities of the Company, its Management For For
financials positions for the YE 31 DEC 2008, the future plan and the
Auditor's report
O.2 Approve the Company's balance sheet, loss and profit accounts Management For For
O.3 Approve the recommendations made by the Board of Directors regarding Management For For
the distribution of dividends
O.4 Grant discharge the Members of the Board of Directors Management For For
O.5 Appoint the Auditors for the FY 2009 and approve to specify their wages Management For For
E.1 Approve the increase in the Company capital to stand at [QR Management For For
743,242,500] by capitalizing portion of the legal reserve and portion
of the profits
PUBLIC BANK BHD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y71497112 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 25-Feb-2009
ISIN MYF1295O1009 Agenda 701807212 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive the audited financial statements for the FYE 31 DEC 2008 and Management For For
the reports of the Directors and Auditors thereon
2. Approve the payment of a final cash dividend of 25% less 25% income tax Management For For
[Final Cash Dividend] and the distribution of a share dividend on the
basis of 1 PBB treasury share listed and quoted as Local on the main
Board of Bursa Malaysia Securities Berhad for every 35 ordinary shares
of MYR 1.00 each held in PBB, fractions of treasury shares to be
disregarded [Share Dividend], in respect of the FYE 31 DEC 2008 as
recommended by the Directors
3. Re-elect Tan Sri Dato' Sri Tay Ah Lek as a Director, who retire by Management For For
rotation pursuant to Article 111 of the Company's Articles of
Association
4. Re-elect Dato' Haji Abdul Aziz bin Omar as a Director, who retire by Management For For
rotation pursuant to Article 111 of the Company's Articles of
Association
5. Re-elect Quah Poh Keat who retires pursuant to Article 109 of the Management For For
Company's Articles of Association
6. Re-appoint Tan Sri Dato' Sri Dr. Teh Hong Piow as a Director of the Management For For
Company, who retires pursuant to Section 129 of the Companies Act, 1965
to hold office until the next AGM
7. Re-appoint Tan Sri Dato' Thong Yaw Hong as a Director of the Company, Management For For
who retires pursuant to Section 129 of the Companies Act, 1965, to hold
office until the next AGM
8. Re-appoint Dato' Dr. Haji Mohamed Ishak bin Haji Mohamed Ariff as a Management For For
Director of the Company, who retires pursuant to Section 129 of the
Companies Act, 1965, to hold office until the next AGM
9. Approve the payment of Directors' fees of MYR 1,142,083.00 for the FYE Management For For
31 DEC 2008
10. Re-appoint Messrs KPMG as the Auditors of the Company for the FYE 31 Management For For
DEC 2009 and authorize the Directors to fix the Auditors' remuneration
11. Authorize the Directors, pursuant to Section 132D of the Companies Act, Management For For
1965, to issue shares in the Company at any time until the conclusion
of the next AGM and upon such terms and conditions and for such
purposes as the Directors may, in their absolute discretion, deem fit
provided that the aggregate number of shares to be issued does not
exceed 10% of the issued and paid-up share capital of the Company for
the time being, subject always to the approvals of the relevant
regulatory authorities
12. Authorize the Company, subject to the Companies Act, 1965, the Management For For
Memorandum and Articles of Association of the Company and the
requirements of Bank Negara Malaysia, Bursa Malaysia Securities Berhad
[Bursa Securities] and any other relevant authorities, to purchase such
number of ordinary shares of MYR 1.00 each in PBB as may be determined
by the Directors from time to time through Bursa Securities upon such
terms and conditions as the Directors may deem fit in the interest of
the Company provided that the aggregate number of shares purchased
pursuant to this resolution does not exceed 10% of the total issued and
paid-up share capital of the Company; an amount not exceeding PBB's
total audited retained profits and share premium account at the
time of purchase be allocated by PBB for the Proposed Share Buy-Back;
based on the latest audited financial statements of PBB as at 31 DEC
2008, the retained profits of PBB amounted to approximately MYR
1,133,277,000 [after deducting the final cash dividend of MYR
629,180,000] and the share premium account amounted to approximately
MYR 1,439,601,000 [after deducting the Share Dividend]; [Authority
expires at the earlier of the conclusion of the next AGM of the
Company]; authorize the Directors to act and to take all steps and do
all things as they may deem necessary or expedient in order to
implement, finalize and give full effect to the proposed share buy-back
and to decide in their absolute discretion to either retain the
ordinary shares of MYR 1.00 each in PBB purchased by PBB pursuant to
the proposed share buy-back as treasury shares to be either distributed
as share dividends or resold on Bursa Securities or subsequently
cancelled, or to cancel the shares so purchased, or a combination of
both
Page 12
KIMBERLY-CLARK DE MEXICO SAB DE CV
-----------------------------------------------------------------------------------------------------------------------------------
Security P60694117 Meeting Type MIX
Ticker Symbol Meeting Date 27-Feb-2009
ISIN MXP606941179 Agenda 701814166 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE VOTING RIGHTS AT THIS Non-Voting N/A N/A
MEETING. IF YOU ARE A MEXICAN NATIONAL AND WOULD LIKE TO SUBMIT YOUR
VOTE ON THIS MEETING PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.
THANK YOU
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU WISH TO Non-Voting N/A N/A
ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY
CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU
O.1 Presentation and, if relevant, approval of the report from the Director Non-Voting N/A N/A
General prepared in accordance with Article 172 of the general
mercantile Companies law, accompanied by the opinion of the Outside
Auditor, regarding the operations and results of the Company for the
FY that ended on 31 DEC 2008, as well as the opinion of the Board of
Directors regarding the content of said report, and the 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 Company's financial information presentation and the
financial statements of the Company to 31 DEC 2008, both individual
and consolidate and the allocation of the results from the FY, and the
annual report regarding the activities carried out by the Audit and
Corporate practices Committee Resolutions in this regard
O.2 Presentation and, if relevant, approval of the proposal from the Board Non-Voting N/A N/A
of Directors to pay a cash dividend, coming from the balance of the
net fiscal profit account in the amount of MXN 2.88 per share, to each
one of the common, nominative shares in circulation, without a
statement of par value, of the series A and B, as well as to each one
of the shares in the special allocated T series, said dividend will be
paid in 4 installments of MXN 0.72 per share on 02 APR, 02 JUL, 08 OCT
and 03 DEC 2009, respectively [apparent typographical error i-n the
original corrected in translation], Resolutions in this regard
O.3 Appointment and/or ratification, of the Members of the Board of Non-Voting N/A N/A
Directors, both full and alternate, as well as of the Chairperson of
the Audit and Corporate practices Committee, classification regarding
the Independence of the Members of the Board of Directors of the
Company, in accordance for that which is established in Article 26 of
the securities Market Law, Resolutions in this regard
O.4 Remuneration for the Members of the Board of Directors and of the Non-Voting N/A N/A
various Committees, both full and alternate, Resolutions in this regard
E.5 Presentation and, if relevant, approval of the report from the Board of Non-Voting N/A N/A
Directors regarding the policies of the Company in regard to the
acquisition of own shares and if relevant, placement of the same,
proposal to cancel up to 25,218,100 common, nominative shares, without
par value, from class I, representative of the fixed part of the share
capital, coming from the share repurchase pro- gram that are being held
in treasury by the Company, of which 13,222,900 would correspond to
series A and 11,995,200 would correspond to series B and the maximum
amount of funds that can be allocated for the purchase of own shares
for the 2009 FY and amend the Article 5 of the Corporate Bylaws of the
Company, so as to reflect the corresponding decrease in the fixed part
of the share capital
E.6 Designation of delegates who will formalize and carry out the Non-Voting N/A N/A
Resolutions passed by the AGM and EGM of shareholders
Page 13
SHINSEGAE CO LTD, SEOUL
-----------------------------------------------------------------------------------------------------------------------------------
Security Y77538109 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 06-Mar-2009
ISIN KR7004170007 Agenda 701817390 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the financial statements Management For For
2. Amend the Articles of Incorporation Management Against Against
Comments-Company able to issue new shares up to 30% without
triggering existing shareholders pre-emptive rights.
3. Elect the Directors Management For For
4. Elect the Audit Committee Member Management For For
5. Approve the remuneration limit for the Director Management For For
CIA SOUZA CRUZ INDUSTRIA E COMERCIO CRUZ
-----------------------------------------------------------------------------------------------------------------------------------
Security P26663107 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 19-Mar-2009
ISIN BRCRUZACNOR0 Agenda 701833154 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the increase of the share capital from BRL 625,280,009.19 to Management For For
BRL 854,755,740.32, through the capitalization of the capital reserves,
in the amount of BRL 229,475,731.13, without the issuance of new shares
2. Amend the Article 5 of the Corporate ByLaws as a result of the Management For For
capitalization referred to above
CIA SOUZA CRUZ INDUSTRIA E COMERCIO CRUZ
-----------------------------------------------------------------------------------------------------------------------------------
Security P26663107 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 19-Mar-2009
ISIN BRCRUZACNOR0 Agenda 701833483 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
I. Approve to examine, discuss and vote upon the Board of Directors annual Management For For
report, the financial statements and the Independent Auditors report
relating to FYE 31 DEC 2008
II. Approve to allocate the net profit from the FY, including within it the Management For For
remuneration to the shareholders in the form of a dividend, in the
amount of BRL 2,148,615,416,463 per share; the dividend will be
adjusted according to the special settlement and custodial system over
night interest rate, or selic, in the period from 31 DEC 2008, to 27
MAR 2009, inclusive, and must be paid on 30 MAR 2009
III. Approve to set the global remuneration of the Board of Directors Management For For
Page 14
SIAM CEMENT PUBLIC CO LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y7866P147 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 25-Mar-2009
ISIN TH0003010Z12 Agenda 701825397 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the minutes of 2008 AGM of shareholders held on 26 MAR 2008 Management For For
2. Acknowledge the Company's annual report for the year 2008 Management For For
3. Approve the balance sheet and statements of profit and loss of the YE Management For For
on 31 DEC 2008
4. Approve the allocation of profit for the year 2008 Management For For
5.1 Elect Mr. Snoh Unakul as a Director in replacement of those who are Management For For
retired by rotation
5.2 Elect Mr. Panas Simasathien as a Director in replacement of those who Management For For
are retired by rotation
5.3 Elect Mr. Arsa Sarasin as a Director in replacement of those who are Management For For
retired by rotation
5.4 Elect Mr. Chumpol NaLamlieng as a Director in replacement of those who Management For For
are retired by rotation
6. Appoint the Auditor and approve the audit fee for the year 2009 Management For For
7. Approve the protection of the Director's performance Management For For
8.1 Acknowledge the remuneration and bonus of the Board of Directors Management For For
8.2 Acknowledge the remuneration of the Sub-Committees' Management For For
TELECOMUNICACOES DE SAO PAULO S A - TELESP
-----------------------------------------------------------------------------------------------------------------------------------
Security P90337109 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 25-Mar-2009
ISIN BRTLPPACNOR8 Agenda 701838421 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive the Administrators accounts, to examine, discuss and vote on Management For For
the financial statements regarding the FYE on 31 DEC 2008
2. Approve the destination of the YE results of 2008 Management For For
3. Elect the Members of the Finance Committee Management For For
4. Approve to set the remuneration of the Administrators and of the Management Abstain Against
Finance Committee
BUSAN BANK, PUSAN
-----------------------------------------------------------------------------------------------------------------------------------
Security Y0534Y103 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 26-Mar-2009
ISIN KR7005280003 Agenda 701826476 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the financial statement and a cash dividend of KRW 200 per share Management For For
2. Approve the partial amendment to the Articles of Incorporation : Management For For
enforcement of the law for Capital Market and Financial Investment
Business, amendment to Commercial Law, discontinuance for Securities
Trade Law
3. Elect Mr. Lee Jang Ho as a Director and Messrs. Shin Jung Taek, Chae Management For For
Jung Byung and Kang Moon Jong as the Outside Directors
4. Elect the Auditor Committee Members, Messrs. Shin Jung Taek and Kang Management For For
Moon Jong, as the Outside Directors
Page 15
AKSIGORTA AS
-----------------------------------------------------------------------------------------------------------------------------------
Security M0376Z104 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 30-Mar-2009
ISIN TRAAKGRT91O5 Agenda 701813114 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Opening and elect the Presidential Board Management For For
2. Grant authority to the Chairmanship to sign the minutes of the meeting Management For For
3. Receive the reports of the Board of Directors and the Auditors Management For For
4. Approve the balance sheet and income statements, the acceptance or Management For For
rejection of the profit distribution proposal
5. Approve to absolve the members of the Board of Directors and the Management For For
Auditors
6. Approve to determine the monthly gross salaries and goodwill of the Management Abstain Against
Board Members
7. Elect the Board members and approve to determine their duty period Management Abstain Against
8. Approve the assignment of the Independent Auditing Company Management For For
9. Approve the change of Article 4 of Articles of Association of the Management Against Against
Company
10. Authorize the Chairman and Board members to make written proceedings on Management For For
Articles 334 and 335 of the Company
LOJAS RENNER SA
-----------------------------------------------------------------------------------------------------------------------------------
Security P6332C102 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 30-Mar-2009
ISIN BRLRENACNOR1 Agenda 701819584 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
A. Approve the financial statements relating to the FYE on 31 DEC 2008 Management For For
B. Approve to decide on the distribution of the profits from the FY and to Management For For
distribute dividends
C. Elect the Members of the Board of Directors and approve to set their Management For For
remuneration
D. Elect the Members of the Finance Committee and approve to set their Management For For
remuneration
LOJAS RENNER SA
-----------------------------------------------------------------------------------------------------------------------------------
Security P6332C102 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 30-Mar-2009
ISIN BRLRENACNOR1 Agenda 701819609 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Amend the Companys Corporate Bylaws as specified Management For For
2. Amend the Stock Option Plan approved by the EGM of shareholders of Management For For
Lojas Renner S.A., held on 25 MAY 2005 and amended by the EGM of
shareholders of Lojas Renner S.A., held on 10 APR 2007 as specified
Page 16
PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD, BANG
-----------------------------------------------------------------------------------------------------------------------------------
Security Y7145P165 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 31-Mar-2009
ISIN TH0355A10Z12 Agenda 701830906 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Acknowledge the 2008 performance result and 2009 work plan of the Management For For
Company
2. Approve the 2008 financial statements Management For For
3. Approve the dividend payment for 2008 performance Management For For
4. Appoint the Auditor and approve the Auditor's fees for year 2009 Management For For
5.1 Appoint Mr. Mr. Pala Sookawesh as a new Director in replacement of Management For For
those who are due to retire by rotation
5.2 Appoint Mr. Bhusana Premanode as a new Director in replacement of those Management For For
who are due to retire by rotation
5.3 Appoint Mr. Anon Sirisaengtaksin as a new Director in replacement of Management For For
those who are due to retire by rotation
5.4 Appoint Mrs. Sirinuj Bisonyabut as a new Director in replacement of Management For For
those who are due to retire by rotation
5.5 Appoint Mr. Mr. Rathakit Manathat as a new Director in replacement of Management For For
those who are due to retire by rotation
6. Approve the Directors and the Sub-committees remuneration Management For For
7. Ratify the Company's Articles of Association [AOA] Clause 9 registration Management For For
8. Approve the debenture issuance up to the total amount of THB 50,000 Management For For
million
9. Other matters [if any] Management Abstain For
BANK OF THE PHILIPPINE ISLANDS
-----------------------------------------------------------------------------------------------------------------------------------
Security Y0967S169 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 31-Mar-2009
ISIN PHY0967S1694 Agenda 701837380 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Calling of meeting to order Management For For
2. Approve the certification of the notice Management For For
3. Approve the determination and the declaration of quorum Management For For
4. Approve the minutes of the annual meeting of the stockholders on 03 APR Management For For
2008
5. Receive the annual report and approve the Banks statement of condition Management For For
as of 31 DEC 2008 incorporated in the annual report
6. Approve and confirm all the Acts during the past year of the Board of Management For For
Directors, the Executives Committee and all other Board and the
Management Committees and the Officers of BPI
7.1 Elect Mr. Jaime Augusto Zobel De Ayala II as a Board of Director Management For For
7.2 Elect Mr. Aurelio R.Montinola III as a Board of Director Management For For
7.3 Elect Mr. Fernando Zobel De Ayala as a Board of Director Management For For
7.4 Elect Mr. Gerardo C. Ablaza as a Board of Director Management For For
7.5 Elect Mr. Emily A. Abrera as a Board of Director Management For For
7.6 Elect Mr. Lilia R. Bautista as an Independent Board of Director Management For For
7.7 Elect Mr. Romeo L. Bernardo as an Independent Board of Director Management For For
7.8 Elect Mr. Chng Sok Hui as a Board of Director Management For For
7.9 Elect Mr. Rebecca G. Fernando as a Board of Director Management For For
7.10 Elect Mr. Octavio V. Espiritu as an Independent Board of Director Management For For
7.11 Elect Mr. Xavier P. Loinaz as an Independent Board of Director Management For For
7.12 Elect Mr. Ma Yuen Lin Annie as a Board of Director Management For For
7.13 Elect Mr. Mercedita S. Nolledo as a Board of Director Management For For
7.14 Elect Mr. Oscar S. Reyes as a Board of Director Management For For
7.15 Elect Mr. Wong Ann Chai as a Board of Director Management For For
8. Elect the External Auditors and approve to fix their remuneration Management For For
9. Approve the Director's Bonus Management For For
10. Other matters Non-Voting N/A N/A
Page 17
GLAXOSMITHKLINE PHARMACEUTICALS LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y2709V112 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 02-Apr-2009
ISIN INE159A01016 Agenda 701844854 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the Audited balance sheet as on 31 DEC 2008 and the Management For For
Profit and Loss Account for the YE as on that date and the reports of
the Board of Directors and the Auditors thereon
2. Declare a dividend on equity shares for the YE 31 DEC 2008 Management For For
3. Re-appoint Dr. A. Banerjee as a Director, who retires by rotation Management For For
4. Re-appoint Mr. N. Kaviratne as a Director, who retires by rotation Management For For
5. Re-appoint Mr. P. V. Nayak as a Director, who retires by rotation Management For For
6. Appoint Price Waterhouse & Co., Chartered Accountants, as the Auditors Management For For
of the Company [including all its Branches] to hold office from the
conclusion of this meeting until the conclusion of the next AGM of the
Company and authorize the Audit Committee to fix their remuneration
7. Re-appoint, pursuant to Section 198, 269, 309, 310 and other applicable Management For For
provisions, if any, of the Companies Act, 1956, including any statutory
modifications or re-enactments thereof, and all other statutory
provisions if any, Dr. A. Banerjee as the whole time Director of the
Company for the period from 01 JAN 2009 to 31 JUL 2011, on the terms
and conditions and stipulations, including remuneration as contained in
an Agreement to be entered into between the Company and Dr. A.
Banerjee, a draft whereof is placed before the meeting and which for
the purpose of identification is initialed by the Managing Director and
authorize the Board of Directors to take all necessary or desirable
steps for the aforesaid purpose and matter incidental thereto
CIMSA CIMENTO SANAYI VE TICARET AS, MERSIN
-----------------------------------------------------------------------------------------------------------------------------------
Security M2422Q104 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 09-Apr-2009
ISIN TRACIMSA91F9 Agenda 701861139 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Opening of the assembly and elect the Chairmanship Management For For
2. Grant authority for the Chairmanship to sign the minutes of the assembly Management For For
3. Receive the Board of Directors' activity report and Auditors' report Management For For
4. Approve the donations given across the year Management For For
5. Ratify the balance sheet and profit & loss statement; concerning the Management For For
distribution of profit, revising the minutes of the 2007 general
assembly meeting concerning distribution of profit in accordance with
the Resolution 4 of the same meeting
6. Grant discharge to the Board Members and Auditors Management For For
7. Elect the Members of the Board of Auditors whose term in office have Management For For
expired; approve to determine of their term in office as well as of
their remuneration
8. Grant authority for the Members of the Board of Directors to Management For For
participate in activities indicated in the Articles 334 and 335 of the
Turkish Trade Code
Page 18
LOJAS RENNER SA
-----------------------------------------------------------------------------------------------------------------------------------
Security P6332C102 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 15-Apr-2009
ISIN BRLRENACNOR1 Agenda 701875013 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the financial statements relating to the FYE on 31 DEC 2008 Management For For
2. Approve the decision on the distribution of the profits from the FY and Management For For
to distribute dividends
3. Elect the Members of the Board of Directors and approve to set their Management For For
remuneration
4. Elect the Members of the Finance Committee and approve to set their Management For For
remuneration
BRITISH AMERICAN TOBACCO (MALAYSIA) BHD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y0971P110 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 20-Apr-2009
ISIN MYL4162OO003 Agenda 701857584 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive the audited financial statements for the FYE 31 DEC 2008 and Management For For
the reports of the Directors and the Auditors thereon
2. Approve to sanction the declaration and payment of a final dividend Management For For
3. Re-elect Mr. Datuk Oh Chong Peng as a Director of the Company who Management For For
retires by rotation, in accordance with the Articles 97[1] and [2] of
the Company's Articles of the Association
4. Re-elect Mr. Jack Marie Henry David Bowles as a Director of the Company Management For For
who retires by rotation, in accordance with the Articles 97[1] and [2]
of the Company's Articles of the Association
5. Re-appoint Dato' Ahmad Johari Bin Tun Abdul Razak as a Director of the Management For For
Company who retires in accordance with the Articles 103 of the
Company's Articles of the Association
6. Re-appoint Mr. William Toh Ah Wah as a Director of the Company who Management For For
retires in accordance with the Articles 103 of the Company's Articles
of the Association
7. Re-appoint PricewaterhouseCoopers as the Auditors of the Company and Management For For
authorize the Directors to fix their remuneration
8. Approve, subject to the provisions of the Listing Requirements of Bursa Management For For
Malaysia Securities Berhad, to the Company and/or its subsidiaries
[British American Tobacco Malaysia Group] to enter into and give effect
to recurrent transactions of a revenue or trading nature [Recurrent
RPTs] of British American Tobacco Malaysia Group with Related Parties
[as defined in the Listing Requirements of Bursa Malaysia Securities
Berhad] as specified in paragraph 2.2 of the Circular to Shareholder
dated 23 MAR 2009 which are necessary for the British American Tobacco
Malaysia Group's day to day operations, provided that: [i] the
transactions are in the ordinary course of business and on normal
commercial terms which are not more favorable to the related parties
than those generally available to the public and are not to the public
and are not to the detriment of the minority shareholders of the
Company; and ; [ii] disclosure of the aggregated conducted during a FY
will be made in the annual report for the said FY; [Authority expires
the earlier of the conclusion of the next AGM of the Company following
the AGM or the expiration of the period within which the next AGM of
the Company after the forthcoming AGM is required to be held pursuant
to Section 143[1] of the Companies Act 1965 [but shall not extend to
such extension as may be allowed pursuant to Section 143[2] of the
Companies Act, 1965]; and authorize the Directors of the Company and/or
its subsidiaries to complete and do all such acts and things as they
may consider expedient or necessary in the best interest of the Company
[including executing all such documents as may be required] to give
effect to the transactions as authorized by this Ordinary Resolutions
9. Re-appoint Mr. Tan Sri Abu Talib bin Othman as a Director of the Management For For
Company, who retires pursuant to Section 192[2] of the Act, to hold
Office until the conclusion of the next AGM of the Company
Transact any other business Non-Voting N/A N/A
Page 19
GRUPO CONTL S A
-----------------------------------------------------------------------------------------------------------------------------------
Security P3091R172 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 23-Apr-2009
ISIN MXP3091R1239 Agenda 701876849 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the appointment of the tellers, their work and declared the Management For For
assembly facility
2. Adopt the report, message from the Chairman of the Board, Director Management For For
generals report that includes financial statements and consolidated
continental group and subsidiaries at 31 DEC 2008, report of the Board
and the Boards opinion on the content of the report of the Director
general
3. Receive the report of the Audit Committee and Corporate practices Management For For
4. Ratify the agreements and acts of the Executive Management during the Management For For
FY 2008
5. Approve the implementation of results and proposed to pay a cash Management For For
dividend
6. Receive the report on the purchase of own shares Management For For
7. Approve to set the maximum amount allocated for the purchase of own Management For For
shares
8. Receive the report on compliance with tax obligations Management For For
9. Elect the Board Management For For
10. Elect the Chairman of the Audit and Corporate practices Management For For
11. Approve the allocation of fees to the Board Members Management For For
12. Approve the minutes of the assembly Management For For
HONG KONG EXCHANGES & CLEARING LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y3506N139 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 23-Apr-2009
ISIN HK0388045442 Agenda 701885052 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and consider the Audited accounts for the YE 31 DEC 2008 Management For For
together with the reports of the Directors and Auditor thereon
2. Declare a final dividend of HKD 1.80 per share Management For For
3.A Elect Mr. Ignatius T C Chan as a Director Management For For
3.B Elect Mr. John M M Williamson as a Director Management For For
3.C Elect Mr. Gilbert K T Chu as a Director Management Against Against
4. Re-appoint PricewaterhouseCoopers as the Auditor of HKEx and to Management For For
authorize the Directors to fix their remuneration
5. Approve to grant a general mandate to the Directors to repurchase Management For For
shares of HKEx, not exceeding 10% of the issued share capital of HKEx
as at the date of this resolution
BIM BIRLESIK MAGAZALAR A S JT STK CO
-----------------------------------------------------------------------------------------------------------------------------------
Security M2014F102 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 24-Apr-2009
ISIN TREBIMM00018 Agenda 701820703 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Opening, elect the Chairman of the Council and authorize the Council of Management No Action N/A
meeting to sign the minutes of the meeting of the OGM
2. Receive the reports of the Board of Directors, Audit Committee and the Management No Action N/A
Independent External Auditing Firm concerning the 2008 year activities
3. Receive the year 2008 balance sheet and income statement Management No Action N/A
4. Approve the decision on the 2008 dividend payment Management No Action N/A
5. Approve the decision on the acquittal of the Members of the Board of Management No Action N/A
Directors and Auditors regarding their facilities during the year 2008
6. Elect the new Members of the Board of Directors and approve to Management No Action N/A
determine the attendance rights which will be paid to them
7. Elect the Auditors instead of the 2 Auditors whose service periods are Management No Action N/A
terminated and approve to determine the fees which will be paid to them
for 1 year
8. Approve the presentation of information on the charitable donations and Management No Action N/A
aids of the Company during the year 2008
9. Approve, in accordance with the regulations of the Capital Markets Management No Action N/A
Board related with the Independent External Auditing, the Independent
Auditing Firm selected by the Board of Directors
10. Wishes Management No Action N/A
Page 20
GEDEON RICHTER LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security X3124R133 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 28-Apr-2009
ISIN HU0000067624 Agenda 701897487 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
1. Receive the report of the Board of Directors on the 2008 business Management For For
activities of the Company and presentation of the annual report
prepared in accordance with the Accounting Act
2. Receive the report of the Auditor Management For For
3. Receive the report of the Supervisory Board including the report of the Management For For
Audit Committee
4. Approve to determine and allocation of the 2008 after tax profit of the Management For For
Company, declaration of Dividends for the 2008 business year on the
common shares
5. Approve of the 2008 annual report of the Company prepared in accordance Management For For
with the Accounting Act, including the 2008 balance sheet
6. Receive the report on the 2008 business activities of the Richter Group Management For For
and presentation of the consolidated report prepared in accordance with
the IFRS
7. Receive the report of the Auditor on the consolidated report Management For For
8. Receive the report of the Supervisory Board including the report of the Management For For
Audit committee on the consolidated report
9. Approve the 2008 consolidated report Management For For
10. Approve the Corporate Governance Report Management For For
11. Authorize the Board of Directors for the purchase of own shares of the Management For For
Company
12.A Amend the statutes concerning the modifications of the scope of Management For For
activities
12.B Amend the statutes concerning the exercise of employment rights Management For For
12.C Amend the statutes implementing the application of the modified Management For For
terminology of the capital market act and the Companies Act
12.D Amend the statutes to delete from the general meeting s exclusive Management Against Against
competence the acceptance of public purchase offers relating to
treasury shares
12.E Amend the statutes to delete the automatic termination of the voting Management Against Against
restrictions
12.F Amend the statutes to delete from the general meeting s exclusive Management Against Against
competence the decision concerning measures disturbing public purchase
offers
13. Approve the consolidated text of the Company's statutes [including Management Against Against
amendments]
14. Approve the remuneration of the Members of the Board of Directors Management For For
15.A Re-elect Dr. Attila Chikan as a Member of the Supervisory board for a Management For For
period of 3 years
15.B Re-elect Mr. Jozsef Eros as a Member of the Supervisory Board for a Management For For
period of 3 years
15.C Re-elect Dr. Maria Balogh as a Member of Supervisory Board for a period Management For For
of 3 years
15.D Re-elect Dr. Gabor Simon Kis as a Member of the Supervisory Board for a Management For For
period of 3 years
15.E Re-elect Mr. Andras Sugar as a Member of the Supervisory Board for a Management For For
period of 3 years
15.F Re-elect Mr. Gabor Toth as a Member of the Supervisory Board appointed Management For For
by the Company's Employees for a period of 3 years
15.G Re-elect Mr. Jeno Fodor as a Member of the Supervisory Board appointed Management For For
by the Company's Employees for a period of 3 years
15.H Elect Mr. Andras Balasko as a Member of the Supervisory Board appointed Management For For
by the Company's Employees for a period of 3 years
15.I Re-elect Dr. Attila Chikan, Mr. Jozsef Eros and Dr. Maria Balogh as the Management For For
Supervisory Board Members of the Audit Committee for a period of 3 years
16. Approve the remuneration of the Members of the Supervisory Board Management For For
17. Approve the rules of procedure of the Supervisory Board Management For For
18. Elect the Company's Statutory Auditor Management For For
19. Approve the remuneration of the Company's statutory Auditor Management For For
20. Miscellaneous Non-Voting N/A N/A
Page 21
KOMERCNI BANKA A S
-----------------------------------------------------------------------------------------------------------------------------------
Security X45471111 Meeting Type Ordinary General Meeting
Ticker Symbol Meeting Date 29-Apr-2009
ISIN CZ0008019106 Agenda 701901490 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Open of the meeting Management For For
2.1 Approve the meeting procedures Management For For
2.2 Elect the meeting Chairman and other meeting officials Management For For
3. Approve the Management Board report on Company's operations and state Management For For
of assets in fiscal 2008
4. Receive the financial statements, allocation of income proposal, and Management For For
consolidated financial statements
5. Receive the Supervisory Board report on financial statements, Management For For
allocation of income proposal, consolidated financial statements, and
results of Board's activities
6. Approve the financial statements Management For For
7.1 Approve the allocation of income and dividends of CZK 180 per share Management For For
7.2 Approve the transfer of dividends not paid out for more than 10 years Management For For
from payment date to retained earnings
8. Approve the accept consolidated financial statements Management For For
9.1 Re-elect Mr. Didier Alix as a Supervisory Board Member Management For For
9.2 Re-elect Mr. Severin Cabannes as a Supervisory Board Member Management For For
9.3 Re-elect Mr. Petr Laube as a Supervisory Board Member Management For For
9.4 Re-elect Mr. Jean-Louis Mattei as a Supervisory Board Member Management For For
9.5 Re-elect Mr. Christian Poirier as a Supervisory Board Member Management For For
10. Approve the performance contracts with Supervisory Board Members Management For For
11. Approve the remuneration of Members of Management Board Management For For
12. Approve the Share Repurchase Program Management For For
13. Amend Articles of Association regarding establishment of Audit Management For For
Committee internal Audit other changes
14. Ratify the Deloitte Ltd. as the Auditor Management For For
15. Elect the Members of the Audit Committee Management For For
16. Approve the performance contracts with Members of Audit Committee Management For For
17. Approve the remuneration of Members of the Audit Committee Management For For
18. Close of the meeting Management For For
Page 22
ULTRAPAR PARTICIPACOES S A
-----------------------------------------------------------------------------------------------------------------------------------
Security P94396101 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 29-Apr-2009
ISIN BRUGPAACNPR5 Agenda 701903521 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. To take knowledge of the Directors' accounts, to examine, discuss and Non-Voting N/A N/A
approve the Company's consolidated financial statements for the FYE 31
DEC 2008
2. To consider the proposal for the capital budget for the year 2009 Non-Voting N/A N/A
3. Destination of the YE results of 2008 Non-Voting N/A N/A
4. Elect the Members of the Board of Directors and approve to set their Management For For
remuneration
5. Elect the Members of the Finance Committee and approve to set their Management For For
remuneration
GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
-----------------------------------------------------------------------------------------------------------------------------------
Security P49501201 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 30-Apr-2009
ISIN MXP370711014 Agenda 701903317 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the reports that are referred to in Part IV of Article 28 of Management For For
the Securities Market Law, for the FYE on 31 DEC 2008
2. Approve the allocation of profit Management Abstain Against
3. Approve the designation of the Members of the Board of Directors of the Management Abstain Against
Company, classification of their independence and determination of
their compensation
4. Approve the designation of the Members of the Audit and Corporate Management Abstain Against
Practices Committee, including the appointment of the Chairperson of
said Committee, as well as the determination of their compensation
5. Receive the report from the Board of Directors regarding the Management Abstain Against
transactions carried out with the Company's own shares during 2008, as
well as the determination of the maximum amount of funds that can be
allocated to the purchase of the Company's own shares for the 2009 FY
6. Approve the cancellation of the shares in treasury Management For For
7. Approve the designation of a delegate or delegates to formalize and Management For For
carry out, if relevant, the resolutions passed by the meeting
8. Approve the drafting and reading of the meeting minutes Management Abstain Against
GRUPO FINANCIERO BANORTE SAB DE CV GFNORTE
-----------------------------------------------------------------------------------------------------------------------------------
Security P49501201 Meeting Type ExtraOrdinary General Meeting
Ticker Symbol Meeting Date 30-Apr-2009
ISIN MXP370711014 Agenda 701905424 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Amend the Article 2 of the Corporate Bylaws, for the purpose of Management For For
omitting as an entity that is part of the financial group Creditos
Pronegocio S.A. de c.v., Sociedad Financiera de Objeto Limitado, Grupo
Financiero Banorte, as a result of its merger with Banco Mercantil del
Norte, S.A., institucion de banca multiple, Grupo Financiero Banorte,
and as a consequence, the signing of a new sole covenant of
responsibilities
2. Approve the designation of a delegate or delegates to formalize and Management For For
carry out if relevant, the resolutions passed by the meeting
3. Approve the meeting minutes Management Abstain Against
Page 23
STANDARD CHARTERED PLC, LONDON
-----------------------------------------------------------------------------------------------------------------------------------
Security G84228157 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 07-May-2009
ISIN GB0004082847 Agenda 701867547 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive the report and accounts Management For For
2. Declare a final dividend of 42.32 US Cents per ordinary share Management For For
3. Approve the Directors' remuneration report Management For For
4. Re-elect Mr. Jamie F. T. Dundas as a Non-Executive Director Management For For
5. Re-elect Mr. Rudolph H. P. Markham as a Non-Executive Director Management For For
6. Re-elect Ms. Ruth Markland as a Non-Executive Director Management For For
7. Re-elect Mr. Richard H. Meddings as an Executive Director Management For For
8. Re-elect Mr. John W. Peace as a Non-Executive Director Management For For
9. Elect Mr. Steve Bertamini who was appointed as an Executive Director Management For For
10. Elect Mr. John G. H. Paynter who was appointed as an Non- Executive Management For For
Director
11. Re-appoint KPMG Audit Plc as the Auditors of the Company Management For For
12. Approve to set the Auditors' fees Management For For
13. Authorize the Company and its Subsidiaries to make EU Political Management For For
Donations to Political Parties or Independent Election Candidates, to
Political Organizations Other than Political Parties and Incur EU
Political Expenditure up to GBP 100,000
14. Approve to increase the authorized share capital Management For For
15. Authorize the Board to issue equity with Rights up to GBP Management For For
316,162,105.50 [Relevant Authorities and Share Dividend Scheme] and
additional amount of GBP 632,324,211 [Rights Issue] after deducting any
securities issued under the relevant authorities and Share Dividend
Scheme
16. Approve to extend the Directors' authority to issue equity with pre- Management For For
emptive rights up to aggregate nominal amount of USD 189,697,263
pursuant to Paragraph A of Resolution 15 to include the shares
repurchased by the Company under authority granted by Resolution 18
S.17 Grant authority for the issue of equity or equity-linked securities Management For For
without pre-emptive rights up to aggregate nominal amount of USD
47,424,315.50
s.18 Grant authority to buyback 189,697,263 ordinary shares for market Management For For
purchase
s.19 Grant authority to buyback for market purchase of 477,500 Preference Management For For
Shares of 5.00 US Cents and 195,285,000 Preference Shares of GBP 1.00
s.20 Adopt the new Articles of Association Management For For
s.21 Approve to call a general meeting other than AGM on not less than 14 Management For For
clear days' notice
PETROCHINA CO LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y6883Q104 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 12-May-2009
ISIN CNE1000003W8 Agenda 701899998 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the report of the Board of Directors of the Company for the Management For For
year 2008
2. Approve the report of Supervisory Committee of the Company for the year Management For For
2008
3. Approve the audited financial statements of the Company for the year Management For For
2008
4. Approve the declaration and payment of the final dividends for the YE Management For For
31 DEC 2008 in the amount and in the manner recommend by the Board of
Directors
5. Authorize the Board of Directors to determine interim dividend Management For For
6. Approve the continuation of appointment of PricewaterhouseCoopers, Management For For
Certified Public Accountants, as the International Auditors of the
Company and PricewaterhouseCoopers Zhong Tian CPAs Company Limited,
Certified Public Accountants, as the Domestic Auditors of the Company,
for the year 2009 and authorize the Board of Directors to fix their
remuneration
S.7 Authorize the Board of Directors, granted an unconditional general Management Against Against
mandate to separately or concurrently issue, allot and deal with
additional domestic shares and overseas listed foreign shares of the
Company, provided that the number of the domestic shares and overseas
listed foreign shares issued and allotted or agreed conditionally or
unconditionally to be issued and allotted shall not exceed 20% of each
of the existing domestic shares and overseas listed foreign shares of
the Company in issue as at the date of this resolution, and to execute
and do or procure to be executed and done, all such documents, deeds
and things as it may consider necessary in connection with the issue of
such shares; [Authority expire after the 12 month period following the
passing of this resolution]; and to make such amendments to the
Articles of Association of the Company as it thinks fit so as to
increase the registered share capital of the Company and reflect the
new capital structure of the Company upon the allotment and issuance of
shares of the Company as contemplated in this Resolution, in order to
facilitate the issuance of shares in accordance with this resolution in
a timely manner, to establish a special committee of the Board of
Directors comprising Mr. Jiang Jiemin, Mr. Zhou Jiping and Mr. Wang
Guoliang and authorize such committee to exercise all such power
granted to the Board of Directors to execute and do all such documents,
deeds and things as it may consider necessary in connection with the
issue of such shares contingent on the passing of this Resolution and
within the relevant period of this mandate, the Board of Directors and
the special committee of the Board of Directors will only exercise its
respective power under such mandate in accordance with the Company Law
of the PRC, the Securities Law of the PRC, regulations or the listing
rules of the stock exchange on which the
Shares of the Company are listed (as amended from time to time) and
only if all necessary approvals from the China Securities Regulatory
Commission and/or other relevant PRC government authorities are
obtained and the special committee of the Board of Directors will only
exercise its power under such mandate in accordance with the power
granted by the shareholders at the AGM to the Board of Directors
S.8 Approve and ratify to grant an unconditional general mandate to issue Management For For
debt financing instruments in the aggregate principal amount of up to
RMB 100 billion (or if issued in foreign currency, equivalent to the
exchange rate announced by the People's Bank of China on the date
of issue), upon such terms and conditions to be determined by the Board
of Directors, and authorize the Board of Directors to: determine and
approve the category, specific terms, conditions and other matters in
respect of the issue of such instruments, including but not limited to
the issue size, actual amount, currency, issue prices, coupon rates or
method of determining the coupon rates, timing of issuance, whether to
issue in tranches and the number of tranches, whether any terms for
repurchase and redemption will be in place, rating arrangements,
guarantee, schedule of repayment of the principal and the interests,
use of proceeds as approved by the shareholders meeting, specific
placing arrangements and underwriting arrangements; and to make
corresponding changes to the plan of such issuance based on opinions of
the regulatory authorities when there is any change on the policies
which affects the issue of such instruments or when there are changes
on the market conditions, save for issues which are subject to further
approval at shareholders' meeting as required by the relevant laws,
regulations and Articles of Association, to execute and do or procure
to be executed and done, all such documents, deeds and things as it may
consider necessary in connection with the issue of such instruments, to
determine whether such instruments shall be listed, and where the Board
of Directors determines so, to execute and do or procure to be executed
and done, all such documents, deeds and things as it may consider
necessary in connection with the listing of such instruments, where the
Board of Directors has already taken actions and steps with respect to
the issue of such instruments, such actions and steps, and in the event
the Company had issued such instrument and would expect to fail to pay
the principal or coupon interests of such instrument on schedule, or
fail to pay the principal and coupon interests on the due date during
the subsistence of such instrument, to determine not to distribute
dividends to the shareholders of the Company, in accordance with
relevant protection measures for repayment of debts as required under
the relevant laws and regulations; [Authority expires until the
conclusion of the next AGM of the Company]; and in order to facilitate
the issuance of debt financing instruments in accordance with this
resolution in a timely manner, to further authorize the Chief Financial
Officer of the Company to exercise all such power granted to the Board
of Directors to execute and do all such documents, deeds and things as
he may consider necessary in connection with the issue and listing
(where applicable) of such debt financing instruments, by reference to
the specific needs of the Company and other market conditions,
contingent on the passing of this Resolution and within the relevant
period of this mandate
9. Elect Mr. Wang Daocheng as an Independent Supervisor of the Company Management For For
Page 24
SWIRE PAC LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y83310113 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 14-May-2009
ISIN HK0087000532 Agenda 701891788 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Declare final dividends Management For For
2.a Re-elect Mr. C. D. Pratt as a Director Management For For
2.b Re-elect Mr. P N L Chen as a Director Management For For
2.c Re-elect Mr. D Ho as a Director Management For For
2.d Re-elect Mr. J W J Hughes-Hallett as a Director Management For For
2.e Re-elect Mr. C K M Kwok as a Director Management For For
2.f Re-elect Mr. M M T Yang as a Director Management For For
2.g Re-elect Mr. P A Kilgour as a Director Management For For
2.h Re-elect Mr. M B Swire as a Director Management For For
3. Re-appoint PricewaterhouseCoopers as the Auditors and authorize the Management For For
Directors to fix their remuneration
4. Authorize the Directors of the Company to make on-market share Management For For
repurchase [the Code and Share Repurchases] of the Company during the
relevant period, the aggregate nominal amount of any class of the
Company's shares which may be repurchased pursuant to the this
resolutions shall not exceed 10% of the aggregate nominal amount of
shares of that class in issue at the date of passing this resolution;
[Authority expires the earlier of the conclusion of the AGM of the
Company; or the expiration of the period within which the next AGM of
the Company is to be held by law]
5. Authorize the Directors to allot, issue and deal with additional shares Management For For
in the capital of the Company and make or grant offers, agreements and
options during and after the relevant period, the aggregate nominal
amount of shares of any class allotted or agreed conditionally or
unconditionally to be allotted [whether pursuant to an option or
otherwise] by the Directors pursuant to the approval in paragraph (a),
otherwise than pursuant to i) a rights issue or ii) any scrip dividend
or similar arrangement providing for the allotment of shares in lieu of
the whole or part of a dividend on shares, shall not exceed the
aggregate of 20 %of the aggregate nominal amount of the shares of that
class in issue at the date of passing this Resolution provided that the
aggregate nominal amount of the shares of any class so allotted [or so
agreed conditionally or unconditionally to be allotted] pursuant to
this Resolution wholly for cash shall not exceed 5 % of the aggregate
nominal amount of the shares of that class in issue at the date of
passing this Resolution; [Authority expires the earlier of the
conclusion of the AGM of the Company; or the expiration of the period
within which the next AGM of the Company is to be held by law]
Page 25
CHINA MOBILE LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y14965100 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 19-May-2009
ISIN HK0941009539 Agenda 701878401 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive the audited financial statements and the reports of the Management For For
Directors and the Auditors of the Company and its subsidiaries for the
YE 31 DEC 2008
2. Declare a final dividend for the YE 31 DEC 2008 Management For For
3.1 Re-elect Mr. Wang Jianzhou as a Director Management For For
3.2 Re-elect Mr. Zhang Chunjiang as a Director Management For For
3.3 Re-elect Mr. Sha Yuejia as a Director Management For For
3.4 Re-elect Mr. Liu Aili as a Director Management For For
3.5 Re-elect Mr. Xu Long as a Director Management For For
3.6 Re-elect Mr. Moses Cheng Mo Chi as a Director Management For For
3.7 Re-elect Mr. Nicholas Jonathan Read as a Director Management For For
4. Re-appoint Messrs. KPMG as the Auditors and to authorize the Directors Management For For
to fix their remuneration
5. Authorize the Directors during the relevant period of all the powers of Management For For
the Company to purchase shares of HKD 0.10 each in the capital of the
Company including any form of depositary receipt representing the right
to receive such shares [Shares]; and the aggregate nominal amount of
shares which may be purchased on The Stock Exchange of Hong Kong
Limited or any other stock exchange on which securities of the Company
may be listed and which is recognized for this purpose by the
Securities and Futures Commission of Hong Kong and The Stock Exchange
of Hong Kong Limited shall not exceed or represent more than 10% of the
aggregate nominal amount of the share capital of the Company in issue
at the date of passing this resolution, and the said approval shall be
limited accordingly; [Authority expires earlier at the conclusion of
the next AGM of the meeting or the expiration of period within which
the next AGM of the Company is required by law to be held]
6. Authorize the Directors to exercise full powers of the Company to Management Against Against
allot, issue and deal with additional shares in the Company [including
the making and granting of offers, agreements and options which might
require shares to be allotted, whether during the continuance of such
mandate or thereafter] provided that, otherwise than pursuant to (i) a
rights issue where shares are offered to shareholders on a fixed record
date in proportion to their then holdings of shares; (ii) the exercise
of options granted under any share option scheme adopted by the
Company; (iii) any scrip dividend or similar arrangement providing for
the allotment of shares in lieu of the whole or part of a dividend in
accordance with the Articles of Association of the Company, the
aggregate nominal amount of the shares allotted shall not exceed the
aggregate of: (a) 20% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing this resolution,
plus (b) [if the Directors are so authorized by a separate ordinary
resolution of the shareholders of the Company] the nominal
amount of the share capital of the Company repurchased by the Company
subsequent to the passing of this resolution [up to a maximum
equivalent to 10% of the aggregate nominal amount of the share capital
of the Company in issue at the date of passing this Resolution];
[Authority expires earlier at the conclusion of the next AGM of the
meeting or the expiration of period within which the next AGM of the
Company is required by law to be held]
7. Authorize the Directors of the Company to exercise the powers of the Management Against Against
Company referred to in the resolution as specified in item 6 in the
notice of this meeting in respect of the share capital of the Company
as specified
PT ASTRA INTL TBK
-----------------------------------------------------------------------------------------------------------------------------------
Security Y7117N149 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 27-May-2009
ISIN ID1000057607 Agenda 701951205 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Approve the annual report and ratify the financial statement of the Management For For
Company for the book year 2008
2. Approve to determine the appropriation of the Company's net profit for Management For For
the book year 2008
3. Approve to determine the salary and benefit for the Board of Directors Management For For
of the Company as well as the honorarium and or benefit for the Board
of Commissioners of the Company
4. Appoint the Public Accountant whom will conduct the audit of the Management For For
Company's financial statement for the book year 2009
Page 26
DAH SING BANKING GROUP LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y1923F101 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 01-Jun-2009
ISIN HK2356013600 Agenda 701931102 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and approve the audited financial statements together with the Management For For
reports of the Directors and the Auditors for the YE 31 DEC 2008
2.a Re-elect Mr. David Shou-Yeh Wong as a Director Management For For
2.b Re-elect Mr. Frederic Suet-Chiu Lau as a Director Management For For
2.c Re-elect Mr. John William Simpson as a Director Management Against Against
2.d Re-elect Mr. Andrew Kwan-Yuen Leung as a Director Management For For
2.e Re-elect Mr. Seng-Lee Chan as a Director Management For For
3. Approve to fix the fees of the Directors for the YE 31 DEC 2008 Management For For
4. Appoint PricewaterhouseCoopers as the Auditors and authorize the Management For For
Directors to fix their remuneration
5. Authorize the Directors, subject to this resolution, pursuant to Management Against Against
Section 57B of the Companies Ordinance, the exercise by the Directors
of the Company during the Relevant Period [as hereinafter specified] of
all the powers of the Company, to allot, issue and deal with additional
shares in the capital of the Company and make or grant offers,
agreements and options, during and after the relevant period, not
exceeding 20% of the aggregate nominal amount of the share capital of
the Company, otherwise than pursuant to i) a rights issue [as
hereinafter defined]; or ii) the exercise of options under any share
option scheme or similar arrangement adopted by the Company for the
grant or issue to the employees and the Directors of the Company and/or
any of its subsidiaries and/or other eligible participants specified
thereunder of options to subscribe for or rights to acquire shares of
the Company; or iii) an issue of shares upon the exercise of
subscription rights attaching to any warrants which may be issued by
the Company; or iv) an issue of shares of the Company as scrip dividend
or similar arrangement in accordance with the Memorandum and Articles
of Association of the Company; or (v) pursuant to any existing specific
authority; [Authority expires the earlier of the conclusion of the next
AGM of the Company or the expiration of the period within which the
next AGM of the Company is required by the Companies Ordinance to be held]
TAIWAN SEMICONDUCTOR MFG CO LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y84629107 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 10-Jun-2009
ISIN TW0002330008 Agenda 701938601 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Chairman's Address Management For For
2.1 To report the business of 2008 Non-Voting N/A N/A
2.2 Audit Committee's review report Non-Voting N/A N/A
2.3 To report the implementation of shares buyback Non-Voting N/A N/A
2.4 To report TSMC's Merger of its 100% owned subsidiary - Hsin Ruey Non-Voting N/A N/A
Investment Co. Ltd
3.1 Approve to accept the 2008 business report and financial statements Management For For
3.2 Approve the proposal for distribution of 2008 profits Management For For
3.3 Approve the capitalization of 2008 dividends, 2008 employee profit Management For For
sharing, and capital surplus
3.4.A Approve to revise the procedures for lending funds to other parties Management For For
3.4.B Approve to revise the procedures for endorsement and guarantee Management For For
4.1 Elect Mr. Morris Chang as a Chairman Management For For
4.2 Elect Mr. F.C. Tseng as a Vice Chairman Management For For
4.3 Elect Mr. Rick Tsai as a Director Management For For
4.4 Elect Mr. Yuan Tain-Jy-Chen as a Director, Representative of National Management For For
Development Fund, Executive
4.5 Elect Sir. Peter Leahy Bonfield as an Independent Director Management For For
4.6 Elect Mr. Stan Shih as an Independent Director Management For For
4.7 Elect Mr. Carleton Sneed Florina as an Independent Director Management For For
4.8 Elect Mr. Thomas J. Engibous as an Independent Director Management For For
5. Other business and special motion Non-Voting N/A N/A
6. Meeting adjourned Management For For
Page 27
TAIWAN MOBILE CO LTD
-----------------------------------------------------------------------------------------------------------------------------------
Security Y84153215 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 19-Jun-2009
ISIN TW0003045001 Agenda 701977209 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
A.1 The 2008 business operations Non-Voting N/A N/A
A.2 The 2008 audited reports Non-Voting N/A N/A
A.3 The status of the 2008 local unsecured convertible bonds Non-Voting N/A N/A
A.4 The status of buyback treasury stocks and conditions of transferring to Non-Voting N/A N/A
employees
A.5 The proposal of merger with Transasia Telecommunications [unlisted] Non-Voting N/A N/A
A.6 Other presentations Non-Voting N/A N/A
B.1 Approve the 2008 business reports Management For For
B.2 Approve the 2008 profit distribution [proposed cash dividend: TWD 4.7 Management For For
per share]
B.3 Approve to revise the Articles of Incorporation Management For For
B.4 Approve to revise the procedures of monetary loans, endorsement and Management For For
guarantee
B.5 Other issues and extraordinary motions Management For Against
INFOSYS TECHNOLOGIES LTD, BANGALORE
-----------------------------------------------------------------------------------------------------------------------------------
Security Y4082C133 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 20-Jun-2009
ISIN INE009A01021 Agenda 701985270 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the balance sheet as at 31 MAR 2009, the profit and Management For For
loss account for the YE on that date and the report of the Directors
and the Auditors thereon
2. Declare a final dividend for the FYE 31 MAR 2009 Management For For
3. Re-appoint Mr. Deepak M. Satwalekar as a Director, who retires by Management For For
rotation
4. Re-appoint Dr. Omkar Goswami as a Director, who retires by rotation Management For For
5. Re-appoint Mr. Rama Bijapurkar as a Director, who retires by rotation Management For For
6. Re-appoint Mr. David L. Boyles as a Director, who retires by rotation Management For For
7. Re-appoint Professor Jeffrey S. Lehman as a Director, who retires by Management For For
rotation
8. Re-appoint M/s. BSR & Co. Chartered Accountants as the Auditors of the Management For For
Company to hold office from the conclusion of this AGM to the
conclusion of the next AGM on such remuneration as may be determined by
the Board of Directors in consultation with the Auditors, which
remuneration may be paid on a progressive billing basis to be agreed
between the Auditors and the Board of Directors
9. Appoint Mr. K. V. Kamath as Director of the Company, liable to retire Management For For
by rotation and who holds office until the date of the AGM, pursuant to
Section 260 of the Companies Act, 1956, and the Article of the Articles
of Association of the Company, and in respect of whom the Company has
received a notice from a Member under Section 257 of the Companies Act,
1956 proposing his candidature
Page 28
ICICI BANK LTD, VADODARA
-----------------------------------------------------------------------------------------------------------------------------------
Security Y38575109 Meeting Type Annual General Meeting
Ticker Symbol Meeting Date 29-Jun-2009
ISIN INE090A01013 Agenda 701985674 - Management
-----------------------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
-----------------------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the audited profit and loss account for the FYE 31 Management For For
MAR 2009 and the balance sheet as at that date together with the
reports of the Directors and the Auditors
2. Declare a dividend on preference shares Management For For
3. Declare a dividend on equity shares Management For For
4. Re-appoint Mr. Anupam Puri as a Director, who retires by rotation Management For For
5. Re-appoint Mr. M. K. Sharma as a Director, who retires by rotation Management For For
6. Re-appoint Mr. P. M. Sinha as a Director, who retires by rotation Management For For
7. Re-appoint Mr. V. Prem Watsa as a Director, who retires by rotation Management For For
8. Appoint, pursuant to the provisions of Section 224 and other applicable Management For For
provisions, if any, of the Companies Act, 1956 and the Banking
Regulation Act, 1949, BSR & Co., Chartered Accountants as the Statutory
Auditors of the Company, until the conclusion of the next AGM of the
Company, on a remuneration [including terms of payment] to be fixed by
the Board of Directors of the Company, based on the remuneration of the
Audit Committee, plus service tax and such other tax[es], as may be
applicable, and reimbursement of all out-of-pocket expenses in
connection with the audit of the accounts of the Company for the year
ending 31 MAR 2010
9. Authorize the Board of Directors of the Company, pursuant to the Management For For
provisions of Section 228 and other applicable provisions, if any, of
the Companies Act, 1956 and the Banking Regulation Act, 1949, to
appoint Branch Auditors in consultation with the Statutory Auditors, to
audit the accounts in respect of the Company's branches/offices in
India and abroad and to fix their terms and conditions of appointment
and remuneration, based on the recommendation of the Audit Committee,
plus service tax and such other tax[es], as may be applicable, and
reimbursement of all out-of-pocket expenses in connection with the
audit of the accounts of the Branches/Offices in India and abroad for
the year ending 31 MAR 2010
10. Appoint Mr. M.S. Ramachandran as a Director of the Company, in respect Management For For
of whom the Company has received notices in writing along with a
deposit of INR 500 for each notice, from some of its Members proposing
him as a candidate for the office of Director under the provisions of
Section 257 of the Companies Act, 1956
11. Appoint Mr. K. Ramkumar as a Director of the Company, in respect of Management For For
whom the Company has received notices in writing along with a deposit
of INR 500 for each notice, from some of its Members proposing him as a
candidate for the office of Director under the provisions of Section
257 of the Companies Act, 1956
12. Appoint Mr. K. Ramkumar as a Whole time Director of the Company, Management For For
subject to the applicable provisions of the Companies Act, 1956, the
Banking Regulation Act, 1949 and the provisions of the Articles of
Association of the Company, effective 01 FEB 2009 up to 31 JAN 2014 on
payment of the remuneration as specified; authorize the Board or any
Committee thereof to decide the remuneration [salary, perquisites and
bonus] payable to Mr. K.
Ramkumar and his designation during his tenure as a Whole time Director
of the Company, within the terms mentioned as specified, subject to the
approval of Reserve Bank of India where applicable, from time to time;
that in the event of absence or inadequacy of net profit in any FY, the
remuneration payable to Mr. K. Ramkumar shall be Governed by Section II
of Part II of Schedule XIII of the Companies Act, 1956, or any
modification(s) thereto; that Mr. K. Ramkumar shall not be subject to
retirement by rotation during his tenure as a Whole time Director,
however, in order to comply with the provisions of the Articles of
Association of the Company and the Companies Act, 1956, he shall be
liable to retire by rotation, if, at any time, the number of
non-rotational Directors exceed one-third of the total number of
Directors, shall hold his office of Whole time Director and the
retirement by rotation and re-appointment shall not be deemed to
constitute a break in his appointment as Whole time Director
13. Appoint Mr. N. S. Kannan as a Director of the Company, in respect of Management For For
whom the Company has received notices in writing along with a deposit
of INR 500 for each notice, from some of its Members proposing him as a
candidate for the office of Director under the provisions of Section
257 of the Companies Act, 1956
14. Appoint Mr. N. S. Kannan as a Whole time Director of the Company, Management For For
subject to the applicable provisions of the Companies Act, 1956, the
Banking Regulation Act, 1949 and the provisions of the Articles of
Association of the Company, effective 01 MAY 2009 up to 30 APR 2014 on
payment of the remuneration as specified; authorize the Board or any
Committee thereof to decide the remuneration [salary, perquisites and
bonus] payable to Mr. N. S. Kannan and his designation during his
tenure as a Whole time Director of the Company, within the terms
mentioned as specified, subject to the approval of Reserve Bank of
India where applicable, from time to time; that in the event of absence
or inadequacy of net profit in any FY, the remuneration payable to Mr.
N. S. Kannan shall be Governed by Section II of Part II of Schedule
XIII of the Companies Act, 1956, or any modification(s) thereto; that
Mr. N. S. Kannan shall not be subject to retirement by rotation during
his tenure as a Whole time Director, however, in order to comply with
the provisions of the Articles of Association of the Company and the
Companies Act, 1956, he shall be liable to retire by rotation, if, at
any time, the number of non-rotational Directors exceed one- third of
the total number of Directors, shall hold his office of Whole time
Director and the retirement by rotation and re-appointment shall not be
deemed to constitute a break in his appointment as Whole time Director
15. Appoint Mr. Sandeep Bakhshi as a Director of the Company, in respect of Management For For
whom the Company has received notices in writing along with a deposit
of INR 500 for each notice, from some of its Members proposing him as a
candidate for the office of Director under the provisions of Section
257 of the Companies Act, 1956
16. Appoint Mr. Sandeep Bakhshi as a Whole time Director of the Company, Management For For
subject to the applicable provisions of the Companies Act, 1956, the
Banking Regulation Act, 1949 and the provisions of the Articles of
Association of the Company, effective 01 MAY 2009 up to 30 APR 2014 on
payment of the remuneration as specified; authorize the Board or any
Committee thereof to decide the remuneration [salary, perquisites and
bonus] payable to Mr. Sandeep Bakhshi and his designation during his
tenure as a Whole time Director of the Company, within the terms
mentioned as specified, subject to the approval of Reserve Bank of
India where applicable, from time to time; that in the event of absence
or inadequacy of net profit in any FY, the remuneration payable to Mr.
Sandeep Bakhshi shall be Governed by Section II of Part II of Schedule
XIII of the Companies Act, 1956, or any modification(s) thereto; that
Mr. Sandeep Bakhshi shall not be subject to
retirement by rotation during his tenure as a Whole time Director
however, in order to comply with the provisions of the Articles of
Association of the Company and the Companies Act, 1956, he shall be
liable to retire by rotation, if, at any time, the number of
non-rotational Directors exceed one-third of the total number of
Directors, shall hold his office of Whole time Director and the
retirement by rotation and re-appointment shall not be deemed to
constitute a break in his appointment as Whole time Director
Page 29
SIGNATURES
[See General Instruction F]
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) FIRST TRUST/ABERDEEN EMERGING
OPPORTUNITY FUND
---------------------------------------
By (Signature and Title)* /s/ James A. Bowen
-----------------------------------
James A. Bowen, President
Date August 31, 2009
-------------------------
* Print the name and title of each signing officer under his or her signature.