N-PX 1 d389970dnpx.htm HARDING, LOEVNER FUNDS Harding, Loevner Funds

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 number 811-07739

                    Harding, Loevner Funds, Inc.                    

(Exact name of registrant as specified in charter)

400 Crossing Boulevard, Suite 400

                         Bridgewater, NJ 08807                        

(Address of principal executive offices) (Zip code)

Owen T. Meacham

The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60603

With a copy to:

Stephen H. Bier, Esq.

Dechert LLP

1095 Avenue of the Americas

                New York, NY 10036                

(Name and address of agent for service)

Registrant’s telephone number, including area code: (877) 435-8105

Date of fiscal year end: 10/31

Date of reporting period: 07/01/11 - 06/30/12


Item 1. Proxy Voting Record.

 


Harding, Loevner Funds, Inc. International Equity Portfolio (101/201)

    TESCO PLC, CHESHUNT
  Security   G87621101   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    01-Jul-2011
  ISIN   GB0008847096   Agenda    703127856 - Management
  Record Date     Holding Recon Date    29-Jun-2011
  City / Country   NOTTINGHAM / United Kingdom   Vote Deadline Date    24-Jun-2011
  SEDOL(s)   0884709 - 5469491 - 5474860 - B02S3J1   Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred  Provider

Recommendation

  1   

To receive the Directors Report and Accounts for

the year ended 26 Feb-11

  Management   For   For   For
  2    To approve the Remuneration Report   Management   For   For   For
  3    To declare a final dividend   Management   For   For   For
  4    To elect Gareth Bullock as a director   Management   For   For   For
  5    To elect Stuart Chambers as a director   Management   For   For   For
  6    To re-elect David Reid as a director   Management   For   For   For
  7    To re-elect Philip Clarke as a director   Management   For   For   For
  8    To re-elect Richard Brasher as a director   Management   For   For   For
  9    To re-elect Patrick Cescau as a director   Management   For   For   For
  10    To re-elect Karen Cook as a director   Management   For   For   For
  11    To re-elect Ken Hanna as a director   Management   For   For   For
  12    To re-elect Andrew Higginson as a director   Management   For   For   For
  13    To re-elect Ken Hydon as a director   Management   For   For   For
  14    To re-elect Tim Mason as a director   Management   For   For   For
  15    To re-elect Laurie Mcllwee as a director   Management   For   For   For
  16    To re-elect Lucy Neville-Rolfe as a director   Management   For   For   For
  17    To re-elect David Potts as a director   Management   For   For   For
  18   

To re-elect Jacqueline Tammenoms Bakker as a

director

  Management   For   For   For
  19    To re-appoint the auditors   Management   For   For   For
  20    To set the auditors remuneration   Management   For   For   For
  21    To authorise the directors to allot shares   Management   For   For   For
  22    To disapply pre-emption rights   Management   For   For   For
  23   

To authorise the Company to purchase its own

shares

  Management   For   For   For
  24   

To authorise political donations by the Company

and its subsidiaries

  Management   For   For   For
  25   

To approve and adopt the Tesco PLC

Performance Share Plan 2011

  Management   For   For   For
  26   

To renew authorities to continue Tesco PLC

Savings-Related Share Option Scheme 1981

  Management   For   For   For
  27    To authorise short notice general meetings   Management   For   For   Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

 

1,680,880

    28-Jun-2011   29-Jun-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408   Meeting Type    Special
  Ticker Symbol   PBR   Meeting Date    23-Aug-2011
  ISIN   US71654V4086   Agenda    933497427 - Management
  Record Date   09-Aug-2011   Holding Recon Date    09-Aug-2011
  City / Country                        / Brazil   Vote Deadline Date    18-Aug-2011
  SEDOL(s)     Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  02   

APPROVAL OF COMPANY’S BYLAWS

AMENDMENT SO AS TO COMPLY WITH LAW

12.353/10, WHICH PROVIDES FOR THE

MEMBERSHIP OF EMPLOYEES IN THE

BOARD OF DIRECTORS OF GOVERNMENT-

OWNED COMPANIES AND MIXED JOINT

STOCK CORPORATIONS.

  Management     For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  43,988      
    COCHLEAR LTD
  Security   Q25953102   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    18-Oct-2011
  ISIN   AU000000COH5   Agenda    703338853 - Management
  Record Date     Holding Recon Date    14-Oct-2011
  City / Country   SYDNEY / Australia   Vote Deadline Date    10-Oct-2011
  SEDOL(s)   4020554 - 6211798 - B02NSS0   Quick Code   


    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 4 AND 5 VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE- ”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (2, 4 AND 5), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION.   Non-Voting       None
  1    That the Company’s Financial Report, Director’s Report and the Auditor’s Report in respect of the financial year ended 30 June 2011 be received   Management   For   For   For
  2    That the Remuneration Report be adopted   Management   For   For   For
  3.1    That Mr Rick Holliday-Smith, being a director who is retiring by rotation in accordance with the Company’s Constitution and who, being eligible, offers himself for re election as a director of the Company, be re-elected as a director of the Company   Management   For   For   For
  3.2    That Mr Paul Bell, being a director who is retiring by rotation in accordance with the Company’s Constitution and who, being eligible, offers himself for re-election as a director of the Company, be re-elected as a director of the Company   Management   For   For   For
  4    That approval be given to: a) The grant to Dr Christopher Roberts, the CEO/President of the Company, of options calculated in accordance with the formula and on the terms summarised in the Explanatory Notes attached to this Notice of Annual General Meeting and b) The issue, allocation or transfer to Dr Roberts of any shares upon the exercise of any options   Management   For   For   For
  5    That the aggregate maximum sum available for remuneration of non-executive directors is increased by AUD500,000 per year to AUD2,000,000 per year   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN TRUST

  201,250     10-Oct-2011   17-Oct-2011
    CSL LTD
  Security   Q3018U109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Oct-2011
  ISIN   AU000000CSL8    Agenda   703339196 - Management
  Record Date      Holding Recon Date   17-Oct-2011
  City / Country   MELBOURNE / Australia    Vote Deadline Date   11-Oct-2011
  SEDOL(s)   5709614 - 6185495 - B02NTX2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2.A, 2.B, 2.C, 3 AND 4-AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE-PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU-HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE-(OR VOTE “ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU-ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE-PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS-(2.A, 2.B, 2.C, 3 AND 4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT-NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S- AND YOU COMPLY WITH THE VOTING EXCLUSION.   Non-Voting       None
  2.A    To elect Ms. Christine O’Reilly as a Director   Management   For   For   For
  2.B    To elect Mr. Bruce Brook as a Director   Management   For   For   For
  2.C    To re-elect Professor John Shine as a Director   Management   For   For   For
  3    Adoption of the Remuneration Report   Management   For   For   For
  4    Re-Approval of Global Employee Share Plan   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  431,400     10-Oct-2011   11-Oct-2011


    XINYI GLASS HOLDINGS LTD
  Security   G9828G108    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Nov-2011
  ISIN   KYG9828G1082    Agenda   703404296 - Management
  Record Date   04-Nov-2011    Holding Recon Date   04-Nov-2011
  City / Country   HONGKONG / Cayman Islands    Vote Deadline Date   28-Oct-2011
  SEDOL(s)   B05NXN7 - B063X81 - B08J3J8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 20111021/LTN20111021005.pdf   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
  1    To approve the Proposed Spin-Off, the Global Offering and the Preferential Offering and all arrangements and documents in connection therewith, to authorise the Directors to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient to give effect to the Proposed Spin-Off, the Global Offering and the Preferential Offering, and to authorise the Company, among other things, to sell or issue such number of Xinyi Solar Shares as required by the Listing Rules for the purpose of the Global Offering   Management   For   For   None
  2    To approve the adoption of the Xinyi Solar Share Option Scheme and to authorise the Directors to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give effect to the Xinyi Solar Share Option Scheme   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  18,144,000     28-Oct-2011   31-Oct-2011
    SASOL LTD
  Security   803866102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Nov-2011
  ISIN   ZAE000006896    Agenda   703404981 - Management
  Record Date   21-Nov-2011    Holding Recon Date   21-Nov-2011
  City / Country   JOHANNESBURG / South Africa    Vote Deadline Date   17-Nov-2011
  SEDOL(s)   5734304 - 6777450 - 6777461 - B03NQB8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1    Re-elect Jurgen Schrempp as Director   Management   For   For   For
  1.2    Re-elect Colin Beggs as Director   Management   For   For   For
  1.3    Re-elect Johnson Njeke as Director   Management   For   For   Against
  1.4    Re-elect Nolitha Fakude as Director   Management   For   For   For
  2.1    Re-elect Hixonia Nyasulu as Director   Management   For   For   For
  2.2    Re-elect Christine Ramon as Director   Management   For   For   For
  2.3    Re-elect Henk Dijkgraaf as Director   Management   For   For   For
  3    Elect David Constable as Director   Management   For   For   For
  4    Reappoint KPMG Inc as Auditors of the Company   Management   For   For   For
  5.1    Re-elect Colin Beggs as member of the Audit Committee   Management   For   For   For
  5.2    Re-elect Mandla Gantsho as member of the Audit Committee   Management   For   For   For
  5.3    Re-elect Henk Dijkgraaf as member of the Audit Committee   Management   For   For   For
  5.4    Re-elect Johnson Njeke as member of the Audit Committee   Management   For   For   Against
  6    Approve remuneration of non executive directors for the period 1 July 2011 until the date of the next annual general meeting   Management   For   For   For
  7    Approve remuneration policy   Management   For   For   For
  8    Approve financial assistance to subsidiaries and Juristic persons that the company directly or indirectly controls   Management   For   For   For
  9    Approve financial assistance to related or inter- related company or corporation   Management   For   For   For
  10    Approve financial assistance to the Sasol Inzalo Public Facilitation Trust   Management   For   For   For
  11    Authorise repurchase of up to ten percent of issued share capital   Management   For   For   For
  12    Authorise repurchase of up to five percent of issued share capital from a director and/or a prescribed officer of the company   Management   For   For   For
  13    Amend Sasol Inzalo Foundation Trust Deed   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  197,641     16-Nov-2011   17-Nov-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   19-Dec-2011
  ISIN   US71654V4086    Agenda   933534770 - Management
  Record Date   01-Dec-2011    Holding Recon Date   01-Dec-2011
  City / Country                        / Brazil    Vote Deadline Date   14-Dec-2011
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    MERGER OF COMPANIES TERMORIO S.A. (“TERMORIO”), USINA TERMELETRICA DE JUIZ DE FORA S.A. (“UTE JUIZ DE FORA”) AND FAFEN ENERGIA S.A. (“FAFEN ENERGIA”) INTO PETROBRAS, ALL AS MORE FULLY DESCRIBED ON THE COMPANY’S WEBSITE.   Management   For   For   For
  II    ELECTION OF MEMBER OF BOARD OF DIRECTORS IN COMPLIANCE TO ARTICLE 150 OF ACT NO. 6.404 OF DEC 15, 1976 AND TO ARTICLE 25 OF THE COMPANY’S BY LAWS. THE MEMBER OF THE BOARD SHALL BE ELECTED BY THE MINORITY SHAREHOLDERS, AS PROVIDED FOR IN ARTICLE 239 OF ACT NO. 6.404 OF DEC 15, 1976 AND ARTICLE 19 OF COMPANY’S BY- LAWS.   Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  43,988     14-Dec-2011   14-Dec-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   27-Jan-2012
  ISIN   US71654V4086    Agenda   933542652 - Management
  Record Date   03-Jan-2012    Holding Recon Date   03-Jan-2012
  City / Country                       / United States    Vote Deadline Date   24-Jan-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  I1    CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA., BY BRK, FOR THE ASSESSMENT OF NET ASSETS RELATIVE TO THE SPUN OFF PORTIONS TO BE CONVERTED TO PETROBRAS   Management   For   For   For
  I2    ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA. AT BOOK VALUE FOR ASSESSMENT OF BRK’S NET ASSETS   Management   For   For   For
  I3    APPROVE THE PROTOCOL AND JUSTIFICATION OF SPLIT-OFF OF BRK AND SPUN OFF PORTION OF PETROBRAS, PRO RATA TO ITS OWNERSHIP   Management   For   For   For
  I4    APPROVE THE PARTIAL SPLIT OPERATION OF BRK AND THE SPUN OFF PORTION OF PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL   Management   For   For   For
  II1    CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA. BY PETROBRAS FOR THE DEVELOPMENT OF ACCOUNTING ASSESSMENT REPORT OF PETROQUISA’S NET EQUITY TO BE TRANSFERRED TO PETROBRAS   Management   For   For   For
  II2    ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA., AT BOOK VALUE, FOR ASSESSMENT OF PETROQUISA’S NET EQUITY   Management   For   For   For
  II3    APPROVE THE PROTOCOL AND JUSTIFICATION OF ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS   Management   For   For   For
  II4    APPROVE THE ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS, WITH FULL TRANSFER OF PETROQUISA’S NET EQUITY TO PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  72,988     03-Feb-2012   23-Jan-2012
    NOVARTIS AG
  Security   66987V109    Meeting Type   Annual
  Ticker Symbol   NVS    Meeting Date   23-Feb-2012
  ISIN   US66987V1098    Agenda   933549125 - Management
  Record Date   26-Jan-2012    Holding Recon Date   26-Jan-2012
  City / Country                       / United States    Vote Deadline Date   14-Feb-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01    APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2011   Management   For   For   For
  02    DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE   Management   For   For   For
  03    APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AND DECLARATION OF DIVIDEND   Management   For   For   For
  04    REDUCTION OF SHARE CAPITAL   Management   For   For   For
  5A1    TO THE BOARD OF DIRECTORS RE- ELECTION OF WILLIAM BRODY, M.D., PH.D., FOR A TWO-YEAR TERM   Management   For   For   For
  5A2    RE-ELECTION OF SRIKANT DATAR, PH.D., FOR A THREE-YEAR TERM   Management   For   For   For
  5A3    RE-ELECTION OF ANDREAS VON PLANTA, PH.D., FOR A THREE-YEAR TERM   Management   For   For   For
  5A4    RE-ELECTION OF DR. ING. WENDELIN WIEDEKING FOR A THREE-YEAR TERM   Management   For   For   For
  5A5    RE-ELECTION OF ROLF M. ZINKERNAGEL, M.D., FOR A TWO-YEAR TERM   Management   For   For   For
  5B    ELECTION OF DIMITRI AZAR, M.D., FOR A THREE-YEAR TERM   Management   For   For   For
  06    APPOINTMENT OF THE AUDITOR   Management   For   For   For
  07    ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE MEETING   Management   Abstain   Against   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  291,060     09-Feb-2012   09-Feb-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   28-Feb-2012
  ISIN   US71654V4086    Agenda   933553390 - Management
  Record Date   14-Feb-2012    Holding Recon Date   14-Feb-2012
  City / Country                       / United States    Vote Deadline Date   23-Feb-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  I.    APPROVAL OF THE AMENDMENT OF THE COMPANY’S BY-LAWS, IN ORDER TO INCREASE THE NUMBER OF MEMBERS OF THE EXECUTIVE BOARD FROM ONE CHIEF EXECUTIVE OFFICER AND SIX OFFICERS TO ONE CHIEF EXECUTIVE OFFICER AND SEVEN OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
  II.    THE ELECTION OF MEMBER OF BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER MARIA DAS GRACAS SILVA FOSTER, APPOINTED BY THE CONTROLLING SHAREHOLDER, IN COMPLIANCE TO THE ARTICLE 150 OF THE CORPORATIONS ACT (LAW NO 6.404/1976) AND THE ARTICLE 25 OF THE COMPANY’S BY-LAWS.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  92,988     23-Feb-2012   23-Feb-2012
    ROCHE HOLDING AG, BASEL
  Security   H69293217      Meeting Type   Annual General Meeting
  Ticker Symbol        Meeting Date   06-Mar-2012
  ISIN   CH0012032048      Agenda   703593106 - Management
  Record Date        Holding Recon Date   02-Mar-2012
  City / Country   BASEL / Switzerland   Blocking    Vote Deadline Date   21-Feb-2012
  SEDOL(s)   7110388 - 7119158 - 7618086 - B01DPV3 - B114HX9      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU WISH TO ATTEND-THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR-CLIENT REPRESENTATIVE. THANK YOU   Non-Voting       None
  1    Approval of the Annual Report, Annual Financial Statements and Consolidated Fi-nancial Statements for 2011 and the Remuneration Report   Non-Voting       None
  2    Ratification of the Board of Directors’ actions   Non-Voting       None
  3    Vote on the appropriation of available earnings   Non-Voting       None
  4.1    The re-election of Prof. Sir John Bell to the Board for a term of two years as-provided by the Articles of Incorporation   Non-Voting       None


  4.2    The re-election of Mr. Andre Hoffmann to the Board for a term of two years as-provided by the Articles of Incorporation   Non-Voting     None
  4.3    The re-election of Dr Franz B. Humer to the Board for a term of two years as p-rovided by the Articles of Incorporation   Non-Voting     None
  5    Election of Statutory Auditors: KPMG Ltd.   Non-Voting     None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  200,750      

 

    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050201    Meeting Type    Annual General Meeting
  Ticker Symbol      Meeting Date    16-Mar-2012
  ISIN   US7960502018    Agenda    703628086 - Management
  Record Date   30-Dec-2011    Holding Recon Date    30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date    02-Mar-2012
  SEDOL(s)   2127800 - 4773096 - 5263701 - B16D4P2    Quick Code   

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of Balance Sheet, Income Statement, and Statement of Appropriation of-Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to Decemb-er 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share:- KRW 5,000 (Common) KRW 5,050 (Preferred)   Non-Voting       None
  2.1    Appointment of Independent Directors (3 persons): Mr. Dong Min Yoon, Dr. Han-j-oong Kim, and Dr. Byeong Gi Lee   Non-Voting       None
  2.2    Appointment of Executive Directors (3 persons): Mr. Geesung Choi, Dr. Oh-Hyun-Kwon, and Mr. Juhwa Yoon   Non-Voting       None
  2.3    Appointment of Members of Audit Committee (2 persons): Mr. Dong-Min Yoon and D-r. Han-joong Kim   Non-Voting       None
  3    Approval of the limit on the remuneration for the Directors-Proposed remunerat-ion limit for the 44th fiscal year: KRW 30 billion, Remuneration limit approve-d in the 43rd fiscal year: KRW 37 billion, Number of Directors: 7 (including 4- Independent Directors)   Non-Voting       None
  4    LCD Business Spin-off   Management   For   For   For

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  67,700     05-Mar-2012   06-Mar-2012
    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050888    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-Mar-2012
  ISIN   US7960508882    Agenda   703629785 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   02-Mar-2012
  SEDOL(s)   2507822 - 2763152 - 4942818 - 4963206 - 5263518 - B01D632    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to December 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share: KRW 5,000 (Common) KRW 5,050 (Preferred)   Management   For   For   For
  2.1    Appointment of Independent Directors (3 persons)-Mr. Dong Min Yoon, Dr. Han-joong Kim, and Dr. Byeong Gi Lee   Management   Against   Against   Against
  2.2    Appointment of Executive Directors (3 persons) - Mr. Geesung Choi, Dr. Oh-Hyun Kwon, and Mr. Juhwa Yoon   Management   For   For   For
  2.3    Appointment of Members of Audit Committee (2 persons) -Mr. Dong-Min Yoon and Dr. Han-joong Kim   Management   Against   Against   Against
  3    Approval of the limit on the remuneration for the Directors -Proposed remuneration limit for the 44th fiscal year: KRW 30 billion -Remuneration limit approved in the 43rd fiscal year: KRW 37 billion -Number of Directors: 7 (including 4 Independent Directors)   Management   Against   Against   Against
  4    LCD Business Spin-off   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  30,820     05-Mar-2012   06-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Annual
  Ticker Symbol   PBR    Meeting Date   19-Mar-2012
  ISIN   US71654V4086    Agenda   933557350 - Management
  Record Date   27-Feb-2012    Holding Recon Date   27-Feb-2012
  City / Country                        / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O1    MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD, REGARDING THE FINANCIAL YEAR ENDED AS OF DECEMBER 31, 2011.   Management   For     For
  O2    CAPITAL BUDGET, REGARDING THE YEAR OF 2012.   Management   For     For
  O3    DESTINATION OF INCOME FOR THE YEAR OF 2011.   Management   For     For
  O4A    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER.   Management   For     For
  O4B    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS.   Management   Abstain     Abstain
     Comments-Insufficient information regarding proposed nominees      
  O5    ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER.   Management   For     For
  O6A    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER   Management   For     For
  O6B    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS.   Management   Abstain     Abstain
     Comments-Insufficient information provided for the nominees      
  O7    ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD.   Management   For     For
  E1    INCREASE OF THE CAPITAL STOCK   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  92,988     13-Mar-2012   13-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V101    Meeting Type   Annual
  Ticker Symbol   PBRA    Meeting Date   19-Mar-2012
  ISIN   US71654V1017    Agenda   933557362 - Management
  Record Date   27-Feb-2012    Holding Recon Date   27-Feb-2012
  City / Country                        / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O4    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information regarding proposed nominees      
  O6    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided for the nominees      
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  714,500     13-Mar-2012   13-Mar-2012
    JUPITER TELECOMMUNICATIONS CO.,LTD.
  Security   J28710101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   JP3392750000    Agenda   703657431 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   TOKYO / Japan    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   6301956 - B06T000 - B08ZXB8    Quick Code   48170
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approve Appropriation of Profits   Management   For   For   For
  2    Amend Articles to: Expand Business Lines   Management   For   For   For
  3.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  3.2    Appoint a Director   Management   For   For   For


  3.3    Appoint a Director   Management   For   For   For
  3.4    Appoint a Director   Management   For   For   For
  3.5    Appoint a Director   Management   For   For   For
  3.6    Appoint a Director   Management   For   For   For
  3.7    Appoint a Director   Management   For   For   For
  3.8    Appoint a Director   Management   For   For   For
  3.9    Appoint a Director   Management   For   For   For
  3.10    Appoint a Director   Management   For   For   For
  3.11    Appoint a Director   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  15,005     16-Mar-2012   16-Mar-2012

 

    LONZA GROUP AG, BASEL
  Security   H50524133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   CH0013841017    Agenda   703648925 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   BASEL / Switzerland    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   7333378 - B02VB63 - B0BDCM3 - B10LNL1 - B6RW2S2    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

BLOCKING OF REGISTERED SHARES IS NOT

A LEGAL REQUIREMENT IN THE SWISS

MARKET,-SPECIFIC POLICIES AT THE

INDIVIDUAL SUB-CUSTODIANS MAY VARY.

UPON RECEIPT OF T-HE VOTING

INSTRUCTION, IT IS POSSIBLE THAT A

MARKER MAY BE PLACED ON YOUR SHAR-

ES TO ALLOW FOR RECONCILIATION AND

RE-REGISTRATION FOLLOWING A TRADE. IF

YOU H-AVE CONCERNS REGARDING YOUR

ACCOUNTS, PLEASE CONTACT YOUR

CLIENT SERVICE REPRE-SENTATIVE.

  Non-Voting       None
  1   

TO VOTE IN THE UPCOMING MEETING,

YOUR NAME MUST BE NOTIFIED TO THE

COMPANY REGISTRAR AS BENEFICIAL

OWNER BEFORE THE RECORD DATE.

PLEASE ADVISE US NOW IF YOU INTEND TO

VOTE. NOTE THAT THE COMPANY

REGISTRAR HAS DISCRETION OVER

GRANTING VOTING RIGHTS. ONCE THE

AGENDA IS AVAILABLE, A SECOND

NOTIFICATION WILL BE ISSUED

REQUESTING YOUR VOTING INSTRUCTIONS

  Registration   For   Against   For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  278,600     14-Mar-2012   22-Mar-2012

 

    LONZA GROUP AG, BASEL
  Security   H50524133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   CH0013841017    Agenda   703652936 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   BASEL / Switzerland    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   7333378 - B02VB63 - B0BDCM3 - B10LNL1 - B6RW2S2    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

BLOCKING OF REGISTERED SHARES IS NOT

A LEGAL REQUIREMENT IN THE SWISS

MARKET,-SPECIFIC POLICIES AT THE

INDIVIDUAL SUB-CUSTODIANS MAY VARY.

UPON RECEIPT OF T-HE VOTING

INSTRUCTION, IT IS POSSIBLE THAT A

MARKER MAY BE PLACED ON YOUR SHAR-

ES TO ALLOW FOR RECONCILIATION AND

RE-REGISTRATION FOLLOWING A TRADE. IF

YOU H-AVE CONCERNS REGARDING YOUR

ACCOUNTS, PLEASE CONTACT YOUR

CLIENT SERVICE REPRE-SENTATIVE.

  Non-Voting       None
     Comments-Non Voting Agenda Item      
  CMMT   

PLEASE NOTE THAT THIS IS THE PART II OF

THE MEETING NOTICE SENT UNDER

MEETING-935345, INCLUDING THE AGENDA.

TO VOTE IN THE UPCOMING MEETING,

YOUR NAME MUST-BE NOTIFIED TO THE

COMPANY REGISTRAR AS BENEFICIAL

OWNER BEFORE THE RE-REGISTR-ATION

DEADLINE. PLEASE NOTE THAT THOSE

INSTRUCTIONS THAT ARE SUBMITTED

AFTER T-HE CUTOFF DATE WILL BE

PROCESSED ON A BEST EFFORT BASIS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item      
  1   

Consolidated Financial Statements of Lonza

Group for 2011, Report of the Group Auditors

  Management   For   For   For
  2   

Annual Activity Report and Financial Statements

of Lonza Group Ltd for 2011, Report of the

Statutory Auditors

  Management   For   For   For


  3    Remuneration Report   Management   For   For   For
  4   

Appropriation of Available Earnings / Reserves

from Contribution of Capital

  Management   For   For   For
  5   

Ratification of the Acts of the Members of the

Board of Directors

  Management   For   For   For
  6.1   

Re-election to the Board of Directors : Patrick

Aebischer

  Management   For   For   For
  6.2   

Re-election to the Board of Directors : Jean-

Daniel Gerber

  Management   For   For   For
  6.3   

Re-election to the Board of Directors : Gerhard

Mayr

  Management   For   For   For
  6.4   

Re-election to the Board of Directors : Rolf

Soiron

  Management   For   For   For
  6.5   

Re-election to the Board of Directors : Sir

Richard Sykes

  Management   For   For   For
  6.6   

Re-election to the Board of Directors : Peter

Wilden

  Management   For   For   For
  6.7   

Election to the Board of Directors : Margot

Scheltema

  Management   For   For   For
  6.8   

Election to the Board of Directors : Jorg

Reinhardt

  Management   For   For   For
  7   

Election of the Statutory Auditors (also to act as

Group Auditors) : Re-election of KPMG Ltd,

Zurich, for the 2012 fiscal year

  Management   For   For   For
  8    AD Hoc   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  278,600     23-Mar-2012   23-Mar-2012
    LVMH MOET HENNESSY LOUIS VUITTON, PARIS
  Security   F58485115    Meeting Type   MIX
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   FR0000121014    Agenda   703631437 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   PARIS / France    Vote Deadline Date   26-Mar-2012
  SEDOL(s)   2731364 - 4061412 - 4061434 - 4067119 - 4617439 - B043D61 - B0B24M4 - B10LQS9 - B1P1HX6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE IN THE FRENCH MARKET

THAT THE ONLY VALID VOTE OPTIONS ARE

“FOR”-AND “AGAINST” A VOTE OF “ABSTAIN”

WILL BE TREATED AS AN “AGAINST” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

French Resident Shareowners must complete,

sign and forward the Proxy Card-directly to the

sub custodian. Please contact your Client

Service-Representative to obtain the necessary

card, account details and directions.-The

following applies to Non-Resident Shareowners:

Proxy Cards: Voting-instructions will be

forwarded to the Global Custodians that have

become-Registered Intermediaries, on the Vote

Deadline Date. In capacity as-Registered

Intermediary, the Global Custodian will sign the

Proxy Card and-forward to the local custodian. If

you are unsure whether your Global-Custodian

acts as Registered Intermediary, please contact

your representative

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT IMPORTANT

ADDITIONAL MEETING INFORMATION IS

AVAILABLE BY-CLICKING ON THE MATERIAL

URL LINK:-https://balo.journal-

officiel.gouv.fr/pdf/2012/0229/201202291200510.

pdf AND ht-tps://balo.journal-

officiel.gouv.fr/pdf/2012/0316/201203161200826.

pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1    Approval of the corporate financial statements   Management   For   For   For
  O.2    Approval of the consolidated financial statements   Management   For   For   For
  O.3    Approval of regulated Agreements   Management   Against   Against   Against
     Comments-Includes payment to controlling shareholder
  O.4    Allocation of income - Setting the dividend   Management   For   For   For
  O.5   

Ratification of the cooptation of Mr. Francesco

Trapani as Board member

  Management   For   For   For
  O.6   

Ratification of the cooptation of Mr. Felix G.

Rohatyn as Censor

  Management   For   For   For
  O.7   

Appointment of Mr. Antoine Arnault as Board

member

  Management   For   For   For
  O.8   

Appointment of Mr. Albert Frere as Board

member

  Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards; Affiliate/Insider on Compensation Committee
  O.9   

Appointment of Mr. Gilles Hennessy as Board

member

  Management   Against   Against   Against
     Comments-Affiliate/Insider on Audit Committee
  O.10   

Appointment of Lord Powell Of Bayswater as

Board member

  Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  O.11   

Appointment of Mr. Yves-Thibault de Silguy as

Board member

  Management   For   For   For


  O.12    Setting the amount of attendance allowances   Management   For   For   For
  O.13   

Authorization to be granted to the Board of

Directors to trade Company’s shares

  Management   For   For   For
  E.14   

Authorization to be granted to the Board of

Directors to reduce share capital by cancellation

of shares

  Management   For   For   For
  E.15   

Authorization to be granted to the Board of

Directors to grant share subscription or purchase

options to members of the staff and officers of the

Group

  Management   Against   Against   Against
     Comments-Lack of performance targets
  E.16   

Delegation of authority to be granted to the Board

of Directors to increase capital in favor of

employees of the Group

  Management   For   For   For
  E.17    Compliance of the Statutes with legal provisions   Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL URL LINK.

IF-YOU HAVE ALREADY SENT IN YOUR

VOTES, PLEASE DO NOT RETURN THIS

PROXY FORM UNLE-SS YOU DECIDE TO

AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  115,780     26-Mar-2012   26-Mar-2012
    UNILEVER PLC, LONDON
  Security   G92087165    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   06-Apr-2012
  ISIN   GB00B10RZP78    Agenda   703685620 - Management
  Record Date      Holding Recon Date   05-Apr-2012
  City / Country   ROTTERDAM / United Kingdom    Vote Deadline Date   30-Mar-2012
  SEDOL(s)   B10RZP7 - B156Y63 - B15F6K8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Consideration of the Annual Report for the 2011

financial year submitted by-the Board of

Directors, including the Corporate Governance

section and the-Directors’ Remuneration Report

  Non-Voting       None
  2   

Adoption of the Annual Accounts and

appropriation of the profit for the 2011 financial

year

  Management       None
  3    Discharge of Executive Directors   Management       None
  4    Discharge of Non-Executive Directors   Management       None
  5   

To re-appoint as Executive Directors: Mr P G J M

Polman

  Management       None
  6   

To re-appoint as Executive Directors: Mr R J-M S

Huet

  Management       None
  7   

To re-appoint as Non-Executive Directors:

Professor L O Fresco

  Management       None
  8   

To re-appoint as Non-Executive Directors: Ms A

M Fudge

  Management       None
  9   

To re-appoint as Non-Executive Directors: Mr C

E Golden

  Management       None
  10   

To re-appoint as Non-Executive Directors: Dr B E

Grote

  Management       None
  11   

To re-appoint as Non-Executive Directors: Mr S B

Mittal

  Management       None
  12   

To re-appoint as Non-Executive Directors: Ms H

Nyasulu

  Management       None
  13   

To re-appoint as Non-Executive Directors: The Rt

Hon Sir Malcolm Rifkind MP

  Management       None
  14   

To re-appoint as Non-Executive Directors: Mr K J

Storm

  Management       None
  15   

To re-appoint as Non-Executive Directors: Mr M

Treschow

  Management       None
  16   

To re-appoint as Non-Executive Directors: Mr P S

Walsh

  Management       None
  17   

Amendment of the Company’s Articles of

Association

  Management       None
  18   

Authorisation of the Board of Directors to

purchase ordinary shares and depositary receipts

thereof in the share capital of the Company

  Management       None
  19   

Capital reduction with respect to shares and

depositary receipts thereof held by the Company

in its own share capital

  Management       None
  20   

Designation of the Board of Directors as the

company body authorised in respect of the issue

of shares in the Company

  Management       None
  21   

Appointment of Auditors charged with the

auditing of the Annual Accounts for the 2012

financial year

  Management       None
  22    Questions and close of Meeting   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  519,325      


    CARNIVAL CORPORATION
  Security   143658300   Meeting Type    Annual
  Ticker Symbol   CCL   Meeting Date    11-Apr-2012
  ISIN   PA1436583006   Agenda    933553908 - Management
  Record Date   13-Feb-2012   Holding Recon Date    13-Feb-2012
  City / Country   / United States   Vote Deadline Date    10-Apr-2012
  SEDOL(s)     Quick Code   

 

    Item   Proposal   Type   Vote  

For/Against

Management

 

Preferred  Provider

Recommendation

  1.   TO RE-ELECT MICKY ARISON AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  2.   TO RE-ELECT SIR JONATHON BAND AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  3.   TO RE-ELECT ROBERT H. DICKINSON AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  4.   TO RE-ELECT ARNOLD W. DONALD AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  5.   TO RE-ELECT PIER LUIGI FOSCHI AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  6.   TO RE-ELECT HOWARD S. FRANK AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  7.  

TO RE-ELECT RICHARD J. GLASIER AS A

DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.

  Management   For   For   For
  8.   TO ELECT DEBRA KELLY-ENNIS AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  9.   TO RE-ELECT MODESTO A. MAIDIQUE AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   Against   Against   Against
    Comments-Affiliate/Insider on Audit Committee; Board Does Not Meet Independence Requirements
  10.   TO RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  11.   TO RE-ELECT PETER G. RATCLIFFE AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  12.   TO RE-ELECT STUART SUBOTNICK AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  13.   TO RE-ELECT LAURA WEIL AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  14.   TO RE-ELECT RANDALL J. WEISENBURGER AS A DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.   Management   For   For   For
  15.   TO RE-APPOINT THE UK FIRM OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO RATIFY THE SELECTION OF THE U.S. FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR CARNIVAL CORPORATION.   Management   For   For   For
  16.   TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT AUDITORS OF CARNIVAL PLC.   Management   For   For   For
  17.   TO RECEIVE THE UK ACCOUNTS AND REPORTS OF THE DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR THE YEAR ENDED NOVEMBER 30, 2011 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES).   Management   For   For   For
  18.   TO APPROVE THE FISCAL 2011 COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF CARNIVAL CORPORATION & PLC (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO U.S. COMPANIES).   Management   For   For   For
  19.   TO APPROVE THE CARNIVAL PLC DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED NOVEMBER 30, 2011 (IN ACCORDANCE WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES).   Management   For   For   For
  20.   TO APPROVE THE GIVING OF AUTHORITY FOR THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC (IN ACCORDANCE WITH CUSTOMARY PRACTICE FOR UK COMPANIES).   Management   For   For   For
  21.   TO APPROVE THE DISAPPLICATION OF PRE- EMPTION RIGHTS IN RELATION TO THE ALLOTMENT OF NEW SHARES BY CARNIVAL PLC (IN ACCORDANCE WITH CUSTOMARY PRACTICE FOR UK COMPANIES).   Management   For   For   For


  22.   

TO APPROVE A GENERAL AUTHORITY FOR

CARNIVAL PLC TO BUY BACK CARNIVAL PLC

ORDINARY SHARES IN THE OPEN MARKET

(IN ACCORDANCE WITH LEGAL

REQUIREMENTS APPLICABLE TO UK

COMPANIES DESIRING TO IMPLEMENT

SHARE BUY BACK PROGRAMS).

  Management   For   For   For
  23.    TO CONSIDER A SHAREHOLDER PROPOSAL.   Shareholder   For   Against   For
     Comments-The Company does not maintain explicit board oversight of its political contributions
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  334,500     10-Apr-2012   10-Apr-2012
    SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
  Security   806857108    Meeting Type   Annual
  Ticker Symbol   SLB    Meeting Date   11-Apr-2012
  ISIN   AN8068571086    Agenda   933556827 - Management
  Record Date   22-Feb-2012    Holding Recon Date   22-Feb-2012
  City / Country                        / United States    Vote Deadline Date   10-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1A.   

ELECTION OF DIRECTOR: PETER L.S.

CURRIE

  Management   For   For   For
  1B.    ELECTION OF DIRECTOR: TONY ISAAC   Management   Against   Against   Against
     Comments-Related Party Transaction Disclosure Concerns
  1C.    ELECTION OF DIRECTOR: K. VAMAN KAMATH   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: PAAL KIBSGAARD   Management   For   For   For
  1E.   

ELECTION OF DIRECTOR: NIKOLAY

KUDRYAVTSEV

  Management   For   For   For
  1F.    ELECTION OF DIRECTOR: ADRIAN LAJOUS   Management   For   For   For
  1G.   

ELECTION OF DIRECTOR: MICHAEL E.

MARKS

  Management   For   For   For
  1H.   

ELECTION OF DIRECTOR: ELIZABETH A.

MOLER

  Management   For   For   For
  1I.    ELECTION OF DIRECTOR: LUBNA S. OLAYAN   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: L. RAFAEL REIF   Management   For   For   For
  1K.   

ELECTION OF DIRECTOR: TORE I.

SANDVOLD

  Management   For   For   For
  1L.    ELECTION OF DIRECTOR: HENRI SEYDOUX   Management   For   For   For
  2.   

TO APPROVE AN ADVISORY RESOLUTION

ON EXECUTIVE COMPENSATION.

  Management   For   For   For
  3.   

TO APPROVE THE COMPANY’S 2011

FINANCIAL STATEMENTS AND

DECLARATIONS OF DIVIDENDS.

  Management   For   For   For
  4.   

TO APPROVE THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM.

  Management   For   For   For
  5.   

TO APPROVE AMENDMENTS TO THE

COMPANY’S 2004 STOCK AND DEFERRAL

PLAN FOR NON-EMPLOYEE DIRECTORS TO

INCREASE THE NUMBER OF SHARES

AVAILABLE FOR ISSUANCE AND MAKE

CERTAIN TECHNICAL CHANGES.

  Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  549,200     10-Apr-2012   10-Apr-2012
    NOKIAN TYRES PLC, NOKIA
  Security   X5862L103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Apr-2012
  ISIN   FI0009005318    Agenda   703668612 - Management
  Record Date   29-Mar-2012    Holding Recon Date   29-Mar-2012
  City / Country   TAMPERE / Finland    Vote Deadline Date   29-Mar-2012
  SEDOL(s)  

4643274 - 5456545 - B02G942 - B07G378 -

B07NK12 - B1GBWT6 - B28L116

   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

MARKET RULES REQUIRE DISCLOSURE OF

BENEFICIAL OWNER INFORMATION FOR ALL

VOTED-ACCOUNTS. IF AN ACCOUNT HAS

MULTIPLE BENEFICIAL OWNERS, YOU WILL

NEED TO-PROVIDE THE BREAKDOWN OF

EACH BENEFICIAL OWNER NAME, ADDRESS

AND SHARE-POSITION TO YOUR CLIENT

SERVICE REPRESENTATIVE. THIS

INFORMATION IS REQUIRED-IN ORDER FOR

YOUR VOTE TO BE LODGED

  Non-Voting       None
  1    Opening of the meeting   Non-Voting       None
  2    Calling the meeting to order   Non-Voting       None
  3   

Election of persons to scrutinize the minutes and

to supervise the counting-of votes

  Non-Voting       None
  4    Recording the legality of the meeting   Non-Voting       None
  5   

Recording the attendance at the meeting and

adoption of the list of votes

  Non-Voting       None
  6   

Presentation of the annual accounts, the report of

the board of directors and-the auditor’s report for

the year 2011

  Non-Voting       None


  7    Adoption of the annual accounts 2011   Management   No Action     For
  8   

Resolution on the use of the profit shown on the

balance sheet and the payment of dividend the

board proposes that a dividend of EUR 1.20 per

share be paid

  Management   No Action     For
  9   

Resolution on the discharge of the members of

the board of directors and the CEO from liability

  Management   No Action     For
  10   

Resolution on the remuneration of the members

of the board of directors

  Management   No Action     For
  11   

Resolution on the number of members of the

board of directors the nomination and

remuneration committee of Nokian Tyres’ board

of directors proposes that the board comprises of

seven (7) members

  Management   No Action     For
  12   

Election of members of the board of directors the

nomination and remuneration committee of

Nokian Tyres’ board of directors proposes that

that the six current members K. Gran, H.

Korhonen, H. Penttila, B. Raulin, A. Vlasov and

P. Wallden be re- elected. One new member, R.

Murto, is proposed to be elected as a new

member

  Management   No Action     Against
  13    Resolution on the remuneration of the auditor   Management   No Action     For
  14   

Election of auditor the board of directors of

Nokian Tyres proposes that KPMG Oy Ab, be

elected as auditor for the 2012 financial year

  Management   No Action     For
  15    Authorization for a share issue   Management   No Action     For
  16    Closing of the meeting   Non-Voting       None

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  397,400     29-Mar-2012   29-Mar-2012

 

    L’OREAL S.A., PARIS
  Security   F58149133    Meeting Type   MIX
  Ticker Symbol      Meeting Date   17-Apr-2012
  ISIN   FR0000120321    Agenda   703646452 - Management
  Record Date   11-Apr-2012    Holding Recon Date   11-Apr-2012
  City / Country   PARIS / France    Vote Deadline Date   03-Apr-2012
  SEDOL(s)   4057808 - 4067089 - 4084282 - 4534787 - 7164619 - B033469 - B10LP48 - B23V2F2 - B6ZFS07    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE IN THE FRENCH MARKET

THAT THE ONLY VALID VOTE OPTIONS ARE

“FOR”-AND “AGAINST” A VOTE OF “ABSTAIN”

WILL BE TREATED AS AN “AGAINST” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

French Resident Shareowners must complete,

sign and forward the Proxy Card-directly to the

sub custodian. Please contact your Client

Service-Representative to obtain the necessary

card, account details and directions.-The

following applies to Non-Resident Shareowners:

Proxy Cards: Voting-instructions will be

forwarded to the Global Custodians that have

become-Registered Intermediaries, on the Vote

Deadline Date. In capacity as-Registered

Intermediary, the Global Custodian will sign the

Proxy Card and-forward to the local custodian. If

you are unsure whether your Global-Custodian

acts as Registered Intermediary, please contact

your representative

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT IMPORTANT

ADDITIONAL MEETING INFORMATION IS

AVAILABLE BY-CLICKING ON THE MATERIAL

URL LINK:-https://www.journal-

officiel.gouv.fr/publications/balo/pdf/2012/0309/20

1203091-200754.pdf AND https://balo.journal-

officiel.gouv.fr/pdf/2012/0330/20120330120-

1173.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1   

Approval of the corporate financial statements for

the financial year 2011

  Management   For   For   For
  O.2   

Approval of the consolidated financial statements

for the financial year 2011

  Management   For   For   For
  O.3   

Allocation of income for the financial year 2011

and setting the dividend

  Management   For   For   For
  O.4   

Appointment of Mr. Jean-Victor Meyers as Board

member

  Management   For   For   For
  O.5   

Appointment of Mr. Paul Bulcke as Board

member

  Management   For   For   For
  O.6   

Appointment of Mrs. Christiane Kuehne as Board

member

  Management   For   For   For
  O.7   

Renewal of term of Mr. Jean-Pierre Meyers as

Board member

  Management   Against   Against   Against
     Comments-Affiliate/Insider on Compensation Committee
  O.8   

Renewal of term of Mr. Bernard Kasriel as Board

member

  Management   For   For   For
  O.9   

Authorization to allow the Company to

repurchase its own shares

  Management   For   For   For


  E.10   

Capital reduction by cancelling shares acquired

by the Company pursuant to Articles L.225-208

and L.225-209 of the Commercial Code

  Management   For   For   For
  E.11    Amendments to the Statutes   Management   For   For   For
  E.12    Powers to carry out all legal formalities   Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL URL LINK.

IF-YOU HAVE ALREADY SENT IN YOUR

VOTES, PLEASE DO NOT RETURN THIS

PROXY FORM UNLE-SS YOU DECIDE TO

AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  286,370     02-Apr-2012   12-Apr-2012
    NESTLE S.A.  

 

  

 

 

 

  Security   641069406    Meeting Type   Annual
  Ticker Symbol   NSRGY    Meeting Date   19-Apr-2012
  ISIN   US6410694060    Agenda   933572302 - Management
  Record Date   09-Mar-2012    Holding Recon Date   09-Mar-2012
  City / Country                        / United States    Vote Deadline Date   11-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1A.   

APPROVAL OF THE ANNUAL REPORT, THE

FINANCIAL STATEMENTS OF NESTLE S.A.

AND THE CONSOLIDATED FINANCIAL

STATEMENTS OF THE NESTLE GROUP FOR

2011

  Management   For   For   For
  1B.   

ACCEPTANCE OF THE COMPENSATION

REPORT 2011 (ADVISORY VOTE)

  Management   For   For   For
  2.   

RELEASE OF THE MEMBERS OF THE BOARD

OF DIRECTORS AND OF THE MANAGEMENT

  Management   For   For   For
  3.   

APPROPRIATION OF PROFITS RESULTING

FROM THE BALANCE SHEET OF NESTLE S.A.

(PROPOSED DIVIDEND) FOR THE FINANCIAL

YEAR 2011

  Management   For   For   For
  4A.   

RE-ELECTION TO THE BOARD OF DIRECTOR:

MR. DANIEL BOREL

  Management   For   For   For
  4B.   

ELECTION TO THE BOARD OF DIRECTOR:

MR. HENRI DE CASTRIES

  Management   For   For   For
  4C.   

RE-ELECTION OF THE STATUTORY

AUDITOR: KPMG SA, GENEVA BRANCH

  Management   For   For   For
  5.   

CAPITAL REDUCTION (BY CANCELLATION OF

SHARES)

  Management   For   For   For
  6.   

IN THE EVENT OF A NEW OR MODIFIED

PROPOSAL BY A SHAREHOLDER DURING

THE ANNUAL GENERAL MEETING, I

INSTRUCT THE INDEPENDENT

REPRESENTATIVE TO VOTE IN FAVOR OF

THE PROPOSAL OF THE BOARD OF

DIRECTORS

  Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  7.   

MARK THE BOX AT THE RIGHT IF YOU WISH

TO GIVE A PROXY TO THE INDEPENDENT

REPRESENTATIVE, MR. JEAN-LUDOVIC

HARTMANN (AS FURTHER DISCUSSED IN

THE COMPANY’S INVITATION)

  Management   Against   Against   Case By Case
     Comments- Insuffiecient information provided.
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  871,450     11-Apr-2012   11-Apr-2012
    CANADIAN NATIONAL RAILWAY COMPANY
  Security    136375102   Meeting Type   Annual
  Ticker Symbol    CNI   Meeting Date   24-Apr-2012
  ISIN    CA1363751027   Agenda   933577718 - Management
  Record Date    07-Mar-2012   Holding Recon Date   07-Mar-2012
  City / Country                         / Canada   Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01    DIRECTOR   Management      
     1    MICHAEL R. ARMELLINO     For   For   For
     2    A. CHARLES BAILLIE     For   For   For
     3    HUGH J. BOLTON     For   For   For
     4    DONALD J. CARTY     For   For   For
     5    AMB. GORDON D. GIFFIN     For   For   For
     6    EDITH E. HOLIDAY     For   For   For
     7    V.M. KEMPSTON DARKES     For   For   For
     8    HON. DENIS LOSIER     For   For   For
     9    HON. EDWARD C. LUMLEY     For   For   For
     10    DAVID G.A. MCLEAN     For   For   For


     11   CLAUDE MONGEAU     For   For   For
     12   JAMES E. O’CONNOR     For   For   For
     13   ROBERT PACE     For   For   For
  02    APPOINTMENT OF KPMG LLP AS AUDITORS   Management   For   For   For
  03    NON-BINDING ADVISORY RESOLUTION TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR, THE FULL TEXT OF WHICH RESOLUTION IS SET OUT ON P. 6 OF THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  310,400     20-Apr-2012   20-Apr-2012
    DBS GROUP HOLDINGS LTD, SINGAPORE
  Security   Y20246107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Apr-2012
  ISIN   SG1L01001701    Agenda   703693499 - Management
  Record Date      Holding Recon Date   23-Apr-2012
  City / Country   SINGAPORE / Singapore    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   5772014 - 5783696 - 6175203 - B01DFX5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive and consider the Directors’ Report

and Audited Accounts for the year ended 31

December 2011 and the Auditors’ Report thereon

  Management   For   For   For
  2.A   

To declare a one-tier tax exempt Final Dividend

of 28 cents per ordinary share, for the year ended

31 December 2011. [2010: Final Dividend of 28

cents per ordinary share, one-tier tax exempt]

  Management   For   For   For
  2.B   

To declare a one-tier tax exempt Final Dividend

of 2 cents per Non-Voting Redeemable

Convertible Preference Share, for the year ended

31 December 2011. [2010: 2 cents per Non-

Voting Redeemable Convertible Preference

Share, one-tier tax exempt]

  Management   For   For   For
  3   

To sanction the amount of SGD 2,709,326

proposed as Directors’ Fees for 2011. 2010:

SGD 2,842,442

  Management   For   For   For
  4   

To re-appoint Messrs PricewaterhouseCoopers

LLP as Auditors of the Company and to authorise

the Directors to fi x their remuneration

  Management   For   For   For
  5.A   

To re-elect Mr Piyush Gupta as Director, who are

retiring under Article 95 of the Company’s Articles

of Association

  Management   For   For   For
  5.B   

To re-elect Mr Peter Seah as Director, who are

retiring under Article 95 of the Company’s Articles

of Association

  Management   For   For   Against
  6.A   

To re-elect Mr Ho Tian Yee as Director, who are

retiring under Article 101 of the Company’s

Articles of Association

  Management   For   For   For
  6.B   

To re-elect Mr Nihal Kaviratne CBE as Director,

who are retiring under Article 101 of the

Company’s Articles of Association

  Management   For   For   For
  7.A   

That the Board of Directors of the Company be

and is hereby authorised to: (a) allot and issue

from time to time such number of ordinary shares

in the capital of the Company (“DBSH Ordinary

Shares”) as may be required to be issued

pursuant to the exercise of options under the

DBSH Share Option Plan; and (b) offer and grant

awards in accordance with the provisions of the

DBSH Share Plan and to allot and issue from

time to time such number of DBSH Ordinary

Shares as may be required to be issued pursuant

to the vesting of awards under the DBSH Share

Plan, provided always that: (1) the aggregate

number of new DBSH Ordinary Shares to be

issued pursuant to the exercise of options

granted under the DBSH Share Option Plan and

the vesting of awards granted or to be granted under the DBSH Share Plan shall not exceed 7.5 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time; and (2) the aggregate number of new DBSH Ordinary Shares under awards to be granted pursuant to the DBSH Share Plan during the period commencing from the date of this Annual General Meeting of the Company and ending on the date of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, shall not exceed 2 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company from time to time

  Management   Against   Against   Against


  7.B   That authority be and is hereby given to the Directors of the Company to: (a) (i) issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force, provided that: (1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall be less than 10 per cent of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with paragraph (2) below); (2) (subject to such manner of calculation and adjustments as may be prescribed by the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the purpose of determining the aggregate number of shares that may be issued under paragraph (1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this Resolution is passed, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and (ii) any subsequent bonus issue, consolidation or subdivision of shares; (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and (4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier    Management   For   For   For
  7.C  

That authority be and is hereby given to the Directors of the Company to allot and issue such number of new ordinary shares and new Non- Voting Redeemable Convertible Preference Shares in the capital of the Company as may be required to be allotted and issued pursuant to the application of the DBSH Scrip Dividend Scheme to the final dividends of 28 cents per ordinary share and 2 cents per Non-Voting Redeemable Convertible Preference Share, for the year ended

31 December 2011

   Management   For   For   None
  7.D   That authority be and is hereby given to the Directors of the Company to apply the DBSH Scrip Dividend Scheme to any dividend(s) which may be declared for the year ending 31 December 2012 and to allot and issue such number of new ordinary shares and new Non- Voting Redeemable Convertible Preference Shares in the capital of the Company as may be required to be allotted and issued pursuant thereto    Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

HLE01

 

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

 

1,307,083

    17-Apr-2012   24-Apr-2012
    DBS GROUP HOLDINGS LTD, SINGAPORE
  Security   Y20246107    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   25-Apr-2012
  ISIN   SG1L01001701    Agenda   703695304 - Management
  Record Date      Holding Recon Date   23-Apr-2012
  City / Country   SINGAPORE / Singapore    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   5772014 - 5783696 - 6175203 - B01DFX5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    The Proposed Renewal of the Share Purchase Mandate   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

HLE01

 

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

 

1,307,083

    17-Apr-2012   24-Apr-2012


    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612497 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against     Against
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  1,206,300     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612512 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against     Against
     Comments-Not enough independent directors on board.
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  1,220,900     20-Apr-2012   20-Apr-2012
    ATLAS COPCO AB, NACKA
  Security   W10020118    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   SE0000101032    Agenda   703666175 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   STOCKHOLM / Sweden    Vote Deadline Date   13-Apr-2012
  SEDOL(s)   0061137 - 4050971 - 5877180 - 7527256 - 7527353 - B00HXS9 - B08HBT8 - B08ZTH6 - B08ZV36 - B09MX96 - B1QGR41 - B1XHL89 - B1XHLF6 - B1XJL63 - B28F6M4    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE    Non-Voting     None
  CMMT   MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED    Non-Voting     None
  CMMT   PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU    Non-Voting     None
  1   Opening of the Meeting and election of Chairman: Sune Carlsson    Non-Voting     None
  2   Preparation and approval of voting list    Non-Voting     None
  3   Approval of agenda    Non-Voting     None
  4   Election of one or two persons to approve the minutes    Non-Voting     None


  5    Determination whether the Meeting has been properly convened   Non-Voting     None
  6    Presentation of the Annual Report and the Auditor’s Report as well as the-Consolidated Annual Report and the Consolidated Auditor’s Report   Non-Voting     None
  7    The President’s speech and questions from shareholders to the Board of-Directors and the Management   Non-Voting     None
  8.a    Decision regarding approval of the Profit and Loss Account and the Balance Sheet and the Consolidated Profit and Loss Account and the Consolidated Balance Sheet   Management   No Action   For
  8.b    Decision regarding discharge from liability of the Board members and the President   Management   No Action   For
  8.c    Decision regarding the allocation of the Company’s profit according to the approved Balance Sheet   Management   No Action   For
  8.d    Decision regarding record date for receiving dividend   Management   No Action   For
  9    Determination of the number of Board members and deputy members   Management   No Action   For
  10    That the following Board Members are re-elected: Sune Carlsson, Staffan Bohman, Johan Forssell, Ronnie Leten, Ulla Litzen, Gunilla Nordstrom, Anders Ullberg and Margareth Ovrum and new election of Peter Wallenberg Jr; That Sune Carlsson is elected chairman of the Board   Management   No Action   Against
  11    Determining the remuneration, in cash or partially in the form of synthetic shares, to the Board of Directors and the remuneration to its committees   Management   No Action   For
  12.a    The Board’s proposal regarding guiding principles for the remuneration of senior executives   Management   No Action   For
  12.b    The Board’s proposal regarding a performance related personnel option plan for 2012   Management   No Action   For
  13.a    Proposal regarding a mandate to acquire series A shares related to personnel option plan for 2012   Management   No Action   For
  13.b    Proposal regarding a mandate to acquire series A shares related to remuneration in the form of synthetic shares   Management   No Action   For
  13.c    Proposal regarding a mandate to transfer series A shares related to personnel option plan for 2012   Management   No Action   For
  13.d    Proposal regarding a mandate to sell series A shares to cover costs related to synthetic shares to the Board of Directors   Management   No Action   For
  13.e    Proposal regarding a mandate to sell series B shares to cover costs in connection with the performance related personnel option plan for 2007 and series A shares to cover costs in relation to the performance related personnel option plans for 2008 and 2009   Management   No Action   For
  14    Proposal regarding Nomination Committee   Management   No Action   For
  15    Closing of the Meeting   Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  1,105,400     11-Apr-2012   11-Apr-2012
    IMPERIAL OIL LIMITED
  Security   453038408    Meeting Type   Annual
  Ticker Symbol   IMO    Meeting Date   02-May-2012
  ISIN   CA4530384086    Agenda   933567565 - Management
  Record Date   05-Mar-2012    Holding Recon Date   05-Mar-2012
  City / Country                       / Canada    Vote Deadline Date   27-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01    PRICEWATERHOUSECOOPERS LLP BE REAPPOINTED AS AUDITORS OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING.   Management   For   For   For
  02    DIRECTOR   Management      
     1   K.T. HOEG     For   For   For
     2   B.H. MARCH     For   For   For
     3   J.M. MINTZ     For   For   For
     4   R.C. OLSEN     For   For   For
     5   D.S. SUTHERLAND     For   For   For
     6   S.D. WHITTAKER     For   For   For
     7   V.L. YOUNG     For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  526,690     25-Apr-2012   25-Apr-2012


    SCHNEIDER ELECTRIC SA, RUEIL MALMAISON
  Security   F86921107    Meeting Type   MIX
  Ticker Symbol      Meeting Date   03-May-2012
  ISIN   FR0000121972    Agenda   703657188 - Management
  Record Date   26-Apr-2012    Holding Recon Date   26-Apr-2012
  City / Country   PARIS / France    Vote Deadline Date   23-Apr-2012
  SEDOL(s)   4834108 - 5395875 - 7165463 - B030QQ4 - B0439Z2 - B11BPS1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-http://www.journal- officiel.gouv.fr//pdf/2012/0314/201203141200714 .pdf AND htt-ps://balo.journal- officiel.gouv.fr/pdf/2012/0416/201204161201505. pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1    Approval of the corporate financial statements for the financial year 2011   Management   For   For   For
  O.2    Approval of the consolidated financial statements for the financial year 2011   Management   For   For   For
  O.3    Allocation of income for the financial year and setting the dividend   Management   For   For   For
  O.4    Approval of the regulated agreements and commitments concluded in 2012 relating to the defined benefits supplementary pension plan applicable to Executive Board members   Management   For   For   For
  O.5    Approval of the regulated agreements and commitments relating to the status of Mr. Jean- Pascal Tricoire   Management   Against   Against   Against
     Comments-Does not align with best practice standards in France
  O.6    Renewal of term of Mr. Leo Apotheker as Supervisory Board member   Management   For   For   For
  O.7    Ratification of the cooptation and appointment of Mr. Xavier Fontanet as Supervisory Board member   Management   For   For   For
  O.8    Elect M. Antoine Gosset-Grainville as Supervisory Board member   Management   For   For   For
  O.9    Renewal of term of Mr. Willy Kissling as Supervisory Board member   Management   For   For   For
  O.10    Renewal of term of Mr. Henri Lachmann as Supervisory Board member   Management   For   For   For
  O.11    Renewal of term of Mr. Rick Thoman as Supervisory Board member   Management   For   For   For
  O.12    Appointment of Mr. Manfred Brill as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes   Management   Against   Against   Against
  O.13    Renewal of term of Mr. Claude Briquet as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes   Management   Against   Against   Against
  O.14    Appointment of Mrs. Magali Herbaut as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes   Management   For   For   For
  O.15    Appointment of Mr. Thierry Jacquet as Supervisory Board member, representative of employee shareholders pursuant to Article 11-c of the Statutes   Management   Against   Against   Against
  O.16    Authorization granted to the Company to purchase its own shares: maximum purchase price is EUR 75   Management   For   For   For
  E.17    Capital increase reserved for a class of beneficiaries: for employees of foreign companies of the Group, either directly or through entities acting on their behalf   Management   For   For   For
  E.18    Powers to carry out all legal formalities   Management   For   For   For


  CMMT   

CAUTION: THIS ISIN IS BEARER AND

REGISTERED STOCK. REGISTERED STOCK

THE SHAREH-OLDERS ARE CONVENED

DIRECTLY BY THE COMPANY WHICH MUST

RECEIVE THEIR INSTRUCTI-ONS WITHIN THE

TIME LIMIT ALLOWED, ABOVE MENTIONED.

RESOLUTIONS NR.12 TO 15: P-URSUANT TO

ARTICLE 11-C OF THE BYLAWS, ONLY ONE

POSITION AS MEMBER OF THE SUPE-

RVISORY BOARD REPRESENTING

EMPLOYEE SHAREHOLDERS IS TO BE

FILLED. ONLY THE CAN-DIDATE HAVING

OBTAINED THE LARGEST NUMBER OF

VOTES OF SHAREHOLDERS PRESENT AND-

REPRESENTED IS TO BE APPOINTED. THE

EXECUTIVE COMMITTEE AT THE

RECOMMENDATION-OF THE SUPERVISORY

BOARD APPROVED RESOLUTION NR.14 AND,

IN CONSEQUENCE, ASK Y-OU TO VOTE IN

FAVOUR OF THIS RESOLUTION AND TO

ABSTAIN ON RESOLUTIONS NR. 12,-13 AND

15. THE DOCUMENTS IN PREPARATION FOR

THE PRESENT MEETING WILL BE AVAILA-

BLE ON THE WEBSITE OF THE COMPANY

STARTING FROM APRIL 12, 2012 AT THE

FOLLOWIN-G ADDRESS: WWW.SCHNEIDER-

ELECTRIC.COM GROUPE

  Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL COMMENT

AND C-HANGE IN DIRECTOR NAME IN

RESOLUTION 8. IF YOU HAVE ALREADY

SENT IN YOUR VOTES-, PLEASE DO NOT

RETURN THIS PROXY FORM UNLESS YOU

DECIDE TO AMEND YOUR ORIGINA-L

INSTRUCTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  565,400     23-Apr-2012   24-Apr-2012

 

    ARM HOLDINGS PLC, CAMBRIDGE
  Security   G0483X122    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-May-2012
  ISIN   GB0000595859    Agenda   703685935 - Management
  Record Date      Holding Recon Date   01-May-2012
  City / Country   CAMBRIDGE / United Kingdom    Vote Deadline Date   26-Apr-2012
  SEDOL(s)   0059585 - 5951761 - B02S5V7    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the Annual Report and Accounts for

the financial year ended 31 December 2011

  Management   For   For   For
  2    To declare a final dividend   Management   For   For   For
  3    To approve the Remuneration report   Management   For   For   For
  4.0    To elect Sir John Buchanan as a director   Management   For   For   For
  4.1    To re-elect Warren East as a director   Management   For   For   For
  5    To re-elect Andy Green as a director   Management   For   For   For
  6    To re-elect Larry Hirst as a director   Management   For   For   For
  7    To re-elect Mike Inglis as a director   Management   For   For   For
  8    To re-elect Mike Muller as a director   Management   For   For   For
  9    To re-elect Kathleen O’Donovan as a director   Management   For   For   For
  10    To re-elect Janice Roberts as a director   Management   For   For   For
  11    To re-elect Philip Rowley as a director   Management   For   For   For
  12    To re-elect Tim Score as a director   Management   For   For   For
  13    To re-elect Simon Segars as a director   Management   For   For   For
  14    To re elect Young Sohn as a director   Management   For   For   For
  15   

To re-appoint PricewaterhouseCoopers LLP as

auditors of the Company

  Management   For   For   For
  16   

To authorize the directors to fix the remuneration

of the auditors

  Management   For   For   For
  17    To grant the directors authority to allot shares   Management   For   For   For
  18    To disapply pre-emption right   Management   For   For   For
  19   

To authorize the Company to make market

purchases of its own shares

  Management   For   For   For
  20   

To authorize the Company to hold general

meetings on 14 days’ notice

  Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  5,320,800     23-Apr-2012   30-Apr-2012
    AIA GROUP LTD    
  Security   Y002A1105   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   08-May-2012
  ISIN   HK0000069689   Agenda   703675681 - Management
  Record Date   02-May-2012   Holding Recon Date   02-May-2012
  City / Country   HONG KONG/ Hong Kong   Vote Deadline Date   26-Apr-2012
  SEDOL(s)   B4TX8S1 - B4Y5XL0 - B5WGY64   Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0323/LTN20120323589.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE IN THE HONG KONG MARKET

THAT A VOTE OF “ABSTAIN” WILL BE

TREATED-THE SAME AS A “TAKE NO

ACTION” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and consider the audited consolidated

financial statements of the Company, the Report

of the Directors and the Independent Auditor’s

Report for the year ended 30 November 2011

  Management   For   For   For
  2   

To declare a final dividend of 22 Hong Kong

cents per share for the year ended 30 November

2011

  Management   For   For   For
  3   

To re-elect Mr. Jack Chak-Kwong So as Non-

executive Director of the Company

  Management   For   For   For
  4   

To re-elect Sir Chung-Kong Chow as

Independent Non-executive Director of the

Company

  Management   For   For   For
  5   

To re-elect Mr. John Barrie Harrison as

Independent Non-executive Director of the

Company

  Management   For   For   For
  6   

To re-appoint PricewaterhouseCoopers as

auditor of the Company for the term from passing

of this resolution until the conclusion of the next

annual general meeting and to authorise the

board of directors of the Company to fix their

remuneration

  Management   For   For   For
  7.A   

To grant a general mandate to the Directors to

allot, issue, grant and deal with additional shares

of the Company, not exceeding ten per cent

(10%) of the issued share capital of the Company

at the date of this Resolution, and the discount

for any shares to be issued shall not exceed 15%

to the benchmarked price

  Management   For   For   For
  7.B   

To grant a general mandate to the Directors to

repurchase shares of the Company, not

exceeding ten per cent (10%) of the issued share

capital of the Company at the date of this

Resolution

  Management   For   For   For
  7.C   

Conditional on the passing of Resolutions 7(A)

and 7(B), to authorise the Directors to exercise

the powers to allot, issue, grant and deal with

additional shares of the Company under

Resolution 7(A), subject to a discount not

exceeding 15% to the benchmarked price in

respect of the aggregate nominal amount of the

shares repurchased by the Company

  Management   For   For   For
  7.D   

To grant a general mandate to the Directors to

allot, issue and deal with additional shares of the

Company under the restricted share unit scheme

adopted by the Company on 28 September 2010

  Management   For   For   For
  8   

To approve the amendments to the Articles of

Association of the Company

  Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  9,438,000     25-Apr-2012   27-Apr-2012
    L’AIR LIQUIDE, PARIS
  Security   F01764103   Meeting Type    MIX
  Ticker Symbol     Meeting Date    09-May-2012
  ISIN   FR0000120073   Agenda    703619669 - Management
  Record Date   03-May-2012   Holding Recon Date    03-May-2012
  City / Country   PARIS / France   Vote Deadline Date    25-Apr-2012
  SEDOL(s)   4011406 - 4011484 - 7163832 - B01DBK4 - B03XPC2 - B0YLS71 - B1W3FC0 - B1YXBJ7 - B1YXBN1 - B1YXQ70   Quick Code   

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE IN THE FRENCH MARKET

THAT THE ONLY VALID VOTE OPTIONS ARE

“FOR”-AND “AGAINST” A VOTE OF “ABSTAIN”

WILL BE TREATED AS AN “AGAINST” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item


  CMMT   

French Resident Shareowners must complete,

sign and forward the Proxy Card-directly to the

sub custodian. Please contact your Client

Service-Representative to obtain the necessary

card, account details and directions.-The

following applies to Non-Resident Shareowners:

Proxy Cards: Voting-instructions will be

forwarded to the Global Custodians that have

become-Registered Intermediaries, on the Vote

Deadline Date. In capacity as-Registered

Intermediary, the Global Custodian will sign the

Proxy Card and-forward to the local custodian. If

you are unsure whether your Global-Custodian

acts as Registered Intermediary, please contact

your representative

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT IMPORTANT

ADDITIONAL MEETING INFORMATION IS

AVAILABLE BY-CLICKING ON THE MATERIAL

URL LINK:-https://balo.journal-

officiel.gouv.fr/pdf/2012/0222/201202221200410.

pdf AND ht-tps://balo.journal-

officiel.gouv.fr/pdf/2012/0321/201203211201016.

pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1   

Approval of the corporate financial statements for

the financial year 2011

  Management   For   For   For
  O.2   

Approval of the consolidated financial statements

for the financial year 2011

  Management   For   For   For
  O.3   

Allocation of income for the financial year 2011

and setting the dividend

  Management   For   For   For
  O.4   

Authorization granted for 18 months to the Board

of Directors to allow the Company to trade its

own shares

  Management   For   For   For
  O.5   

Renewal of term of Mrs. Karen Katen as Board

member

  Management   For   For   For
  O.6   

Appointment of Mr. Pierre Dufour as Board

member

  Management   For   For   For
  O.7   

Approval of the commitment pursuant to Articles

L.225-38 and L.225-42-1 of the Commercial

Code and approval of the special report of the

Statutory Auditors, relating to Mr. Pierre Dufour

  Management   For   For   For
  E.8   

Authorization granted for 24 months to the Board

of Directors to reduce capital by cancellation of

treasury shares

  Management   For   For   For
  E.9   

Delegation of authority granted for 26 months to

the Board of Directors to increase share capital

by incorporation of premiums, reserves, profits or

otherwise in order to allocate free shares to

shareholders and/or raise the nominal value of

existing shares for a maximum amount of 250

Million Euros

  Management   For   For   For
  E.10   

Delegation of authority granted for 26 months to

the Board of Directors to carry out capital

increases reserved for members of a company

savings plan or group savings plan

  Management   For   For   For
  E.11   

Delegation of authority granted for 18 months to

the Board of Directors to carry out capital

increases reserved for a category of beneficiaries

  Management   For   For   For
  O.12    Powers to carry out all legal formalities   Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL URL LINK.

IF-YOU HAVE ALREADY SENT IN YOUR

VOTES, PLEASE DO NOT RETURN THIS

PROXY FORM UNLE-SS YOU DECIDE TO

AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  399,382     24-Apr-2012   30-Apr-2012
    STANDARD CHARTERED PLC, LONDON
  Security   G84228157    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   GB0004082847    Agenda   703674829 - Management
  Record Date      Holding Recon Date   07-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   25-Apr-2012
  SEDOL(s)   0408284 - 6558484 - 7032039 - B02TBL2    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the Company’s annual report and

accounts for the financial year ended 31

December 2011 together with the reports of the

directors and auditors

  Management   For   For   For
  2   

To declare a final dividend of 51.25 US cents per

ordinary share for the year ended 31 December

2011

  Management   For   For   For
  3   

To approve the directors’ remuneration report for

the year ended 31 December 2011, as set out on

pages 126 to 151 of the annual report and

accounts

  Management   For   For   For


  4   

To elect Mr V Shankar, who has been appointed

as an executive director by the Board since the

last AGM of the Company

  Management   For   For   For
  5   

To re-elect Mr S P Bertamini, an executive

director

  Management   For   For   For
  6    To re-elect Mr J S Bindra, an executive director   Management   For   For   For
  7   

To re-elect Mr R Delbridge, a non-executive

director

  Management   For   For   For
  8   

To re-elect Mr J F T Dundas, a non-executive

director

  Management   For   For   For
  9   

To re-elect Miss V F Gooding CBE, a non-

executive director

  Management   For   For   For
  10   

To re-elect Dr Han Seung-soo KBE, a non-

executive director

  Management   For   For   For
  11   

To re-elect Mr S J Lowth, a non-executive

director

  Management   For   For   For
  12   

To re-elect Mr R H P Markham, a non-executive

director

  Management   For   For   For
  13   

To re-elect Ms R Markland, a non-executive

director

  Management   For   For   For
  14   

To re-elect Mr R H Meddings, an executive

director

  Management   For   For   For
  15   

To re-elect Mr J G H Paynter, a non-executive

director

  Management   For   For   For
  16    To re-elect Sir John Peace, as Chairman   Management   For   For   For
  17    To re-elect Mr A M G Rees, an executive director   Management   For   For   For
  18    To re-elect Mr P A Sands, an executive director   Management   For   For   For
  19   

To re-elect Mr P D Skinner, a non-executive

director

  Management   For   For   For
  20   

To re-elect Mr O H J Stocken, a non-executive

director

  Management   For   For   For
  21   

To re-appoint KPMG Audit Plc as auditor to the

Company from the end of the AGM until the end

of next year’s AGM

  Management   For   For   For
  22    To authorise the Board to set the auditor’s fees   Management   For   For   For
  23   

That in accordance with sections 366 and 367 of

the Companies Act 2006, the Company and all

companies that are its subsidiaries during the

period for which this resolution has effect are

authorised to: (A) make donations to political

parties and/or independent election candidates

not exceeding GBP 100,000 in total; (B) make

donations to political organisations other than

political parties not exceeding GBP 100,000 in

total; and (C) incur political expenditure not

exceeding GBP 100,000 in total, (as such terms

are defined in sections 363 to 365 of the

Companies Act 2006) provided that the

aggregate amount of any such donations and

expenditure shall not exceed GBP 100,000

during the period beginning with the date of

passing this resolution and expiring at the end of

the next year’s AGM, unless such authority has

been CONTD

  Management   For   For   For
  CONT   

CONTD previously renewed, revoked or varied

by the Company in a general-meeting

  Non-Voting       None
     Comments-Non Voting Agenda Item
  24   

That the Board be authorised to allot shares in

the Company and to grant rights to subscribe for

or convert any security into shares in the

Company: (A) up to a nominal amount of USD

238,461,246 (such amount to be restricted to the

extent that any allotments or grants are made

under paragraphs (B) or (C) so that in total no

more than USD 397,435,410 can be allotted

under paragraphs (A) and (B) and no more than

USD 794,870,820 can be allotted under

paragraphs (A), (B) and (C)); (B) up to a nominal

amount of USD 397,435,410 (such amount to be

restricted to the extent that any allotments or

grants are made under paragraphs (A) or (C) so

that in total no more than USD 397,435,410 can

be allotted under paragraphs (A) and (B) and no

more than USD 794,870,820 can be allotted

under paragraphs (A), (B) and (C)) in connection

with CONTD

  Management   For   For   For
  CONT   

CONTD : (i) an offer or invitation: (a) to ordinary

shareholders in-proportion (as nearly as may be

practicable) to their existing holdings; and-(b) to

holders of other equity securities as required by

the rights of those-securities or as the Board

otherwise considers necessary, and so that the-

Board may impose any limits or restrictions and

make any arrangements which-it considers

necessary or appropriate to deal with treasury

shares,-fractional entitlements, record dates,

legal, regulatory or practical-problems in, or

under the laws of, any territory or any other

matter; and-(ii) a scrip dividend scheme or similar

arrangement implemented in accordance-with the

articles of association of the Company; (C)

comprising equity-securities (as defined in

section 560(1) of the Companies Act 2006) up to

a-nominal amount of USD CONTD

  Non-Voting       None
     Comments-Non Voting Agenda Item


  CONT   

CONTD 794,870,820 (such amount to be

restricted to the extent that any-allotments or

grants are made under paragraphs (A) or (B) so

that in total no-more than USD 794,870,820 can

be allotted) in connection with an offer by way-of

a rights issue: (i) to ordinary shareholders in

proportion (as nearly as-may be practicable) to

their existing holdings; and (ii) to holders of other-

equity securities as required by the rights of

those securities or as the-Board otherwise

considers necessary, and so that the Board may

impose any-limits or restrictions and make any

arrangements which it considers necessary-or

appropriate to deal with treasury shares,

fractional entitlements, record-dates, legal,

regulatory or practical problems in, or under the

laws of, any-territory or any other matter; and (D)

pursuant to the terms of any CONTD

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CONT   

CONTD existing share scheme of the Company

or any of its subsidiary-undertakings adopted

prior to the date of this meeting, such authorities

to-apply until the end of next year’s AGM (or, if

earlier, until the close of-business on 8 August

2013) but, in each such case, during this period

the-Company may make offers and enter into

agreements which would, or might,-require

shares to be allotted or rights to subscribe for or

convert-securities into shares to be granted after

the authority ends and the Board-may allot

shares or grant rights to subscribe for or convert

securities into-shares under any such offer or

agreement as if the authority had not ended

  Non-Voting       None
     Comments-Non Voting Agenda Item
  25   

That the authority granted to the Board to allot

shares or grant rights to subscribe for or convert

securities into shares up to a nominal amount of

USD 238,461,246 pursuant to paragraph (A) of

resolution 24 be extended by the addition of such

number of ordinary shares of USD 0.50 each

representing the nominal amount of the

Company’s share capital repurchased by the

Company under the authority granted pursuant to

resolution 27, to the extent that such extension

would not result in the authority to allot shares or

grant rights to subscribe for or convert securities

into shares pursuant to resolution 24 exceeding

USD 794,870,820

  Management   For   For   For
  26    That if resolution 24 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited: (A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (C) of resolution 24, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities CONTD   Management   For   For   For
  CONT   

CONTD or, as the Board otherwise considers

necessary, and so that the Board-may impose

any limits or restrictions and make any

arrangements which it-considers necessary or

appropriate to deal with treasury shares,

fractional-entitlements, record dates, legal,

regulatory or practical problems in, or-under the

laws of, any territory or any other matter; and (B)

in the case of-the authority granted under

paragraph (A) of resolution 24 and/or in the case-

of any sale of treasury shares for cash, to the

allotment (otherwise than-under paragraph (A)

above) of equity securities or sale of treasury

shares up-to a nominal amount of USD

59,615,311, such power to apply until the end of-

next year’s AGM (or, if earlier, until the close of

business on 8 August-2013) but, in each case,

during this period the Company may make offers,

and-CONTD

  Non-Voting       For
     Comments-Non Voting Agenda Item
  CONT   

CONTD enter into agreements, which would, or

might, require equity securities-to be allotted (and

treasury shares to be sold) after the power ends

and the-Board may allot equity securities (and

sell treasury shares) under any such-offer or

agreement as if the power had not ended

  Non-Voting       None
     Comments-Non Voting Agenda Item


  27   

That the Company be authorised to make market

purchases (as defined in the Companies Act

2006) of its ordinary shares of USD 0.50 each

provided that: (A) the Company does not

purchase more than 238,461,246 shares under

this authority; (B) the Company does not pay less

for each share (before expenses) than USD 0.50

(or the equivalent in the currency in which the

purchase is made, calculated by reference to a

spot exchange rate for the purchase of US

dollars with such other currency as displayed on

the appropriate page of the Reuters screen at or

around 11.00am London time on the business

day before the day the Company agrees to buy

the shares); and (C) the Company does not pay

more for each share (before expenses) than five

per cent over the average of the middle market

prices of the ordinary shares according to the

CONTD

  Management   For   For   For
  CONT   

CONTD Daily Official List of the London Stock

Exchange for the five business-days immediately

before the date on which the Company agrees to

buy the-shares, such authority to apply until the

end of next year’s AGM (or, if-earlier, until the

close of business on 8 August 2013) but during

this period-the Company may agree to purchase

shares where the purchase may not be-

completed (fully or partly) until after the authority

ends and the Company-may make a purchase of

ordinary shares in accordance with any such

agreement-as if the authority had not ended

  Non-Voting       None
     Comments-Non Voting Agenda Item
  28   

That the Company be authorised, to make

market purchases (as defined in the Companies

Act 2006) of up to 477,500 preference shares of

USD 5.00 each and up to 195,285,000

preference shares of GBP 1.00 each provided

that: (A) the Company does not pay less for each

share (before expenses) than the nominal value

of the share (or the equivalent in the currency in

which the purchase is made, calculated by

reference to the spot exchange rate for the

purchase of the currency in which the relevant

share is denominated with such other currency

as displayed on the appropriate page of the

Reuters screen at or around 11.00am London

time on the business day before the day the

Company agrees to buy the shares); and (B) the

Company does not pay more for each share

(before expenses) than 25 per cent over the

average of the middle market CONTD

  Management   For   For   Against
  CONT   

CONTD prices of such shares according to the

Daily Official List of the-London Stock Exchange

for the ten business days immediately before the

date-on which the Company agrees to buy the

shares, such authority to apply until-the end of

next year’s AGM (or, if earlier, until the close of

business on 8-August 2013) but during this

period the Company may agree to purchase

shares-where the purchase may not be

completed (fully or partly) until after the-authority

ends and the Company may make a purchase of

shares in accordance-with any such agreement

as if the authority had not ended

  Non-Voting       None
     Comments-Non Voting Agenda Item
  29   

That a general meeting other than an annual

general meeting may be called on not less than

14 clear days’ notice

  Management   Against   Against   None
     Comments-Shortened notice period could disenfranchise shareholders
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  1,987,110     25-Apr-2012   02-May-2012

 

    UNILEVER PLC, LONDON
  Security   G92087165    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   GB00B10RZP78    Agenda   703698463 - Management
  Record Date      Holding Recon Date   07-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   02-May-2012
  SEDOL(s)   B10RZP7 - B156Y63 - B15F6K8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the Report and Accounts for the year

ended 31 December 2011

  Management   For   For   For
  2   

To approve the Directors’ Remuneration Report

for the year ended 31 December 2011

  Management   For   For   For
  3    To re-elect Mr P G J M Potman as a Director   Management   For   For   For
  4    To re-elect Mr R J-M S Huet as a Director   Management   For   For   For
  5    To re-elect Professor L O Fresco as a Director   Management   For   For   For
  6    To re-elect Ms A M Fudge as a Director   Management   For   For   For
  7    To re-elect Mr C E Golden as a Director   Management   For   For   For
  8    To re-elect Dr B E Grote as a Director   Management   For   For   For
  9    To re-elect Mr S B Mittal as a Director   Management   For   For   For


  10    To re-elect Ms H Nyasulu as a Director   Management   For   For   For
  11   

To re-elect The Rt Hon Sir Malcolm Rifkind MP

as a Director

  Management   For   For   For
  12    To re-elect Mr K J Storm as a Director   Management   For   For   For
  13    To re-elect Mr M Treschow as a Director   Management   For   For   For
  14    To re-elect Mr P Walsh as a Director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  15   

To re-appoint PricewaterhouseCoopers LLP as

Auditors of the Company

  Management   For   For   For
  16   

To authorise the Directors to fix the remuneration

of the Auditors

  Management   For   For   For
  17   

To renew the authority to Directors to issue

shares

  Management   For   For   For
  18   

To renew the authority to Directors to disapply

pre-emption rights

  Management   For   For   For
  19   

To renew the authority to the Company to

purchase its own shares

  Management   For   For   For
  20    To authorise Political Donations and Expenditure   Management   For   For   For
  21   

To shorten the Notice period for General

Meetings

  Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  22   

To adopt the new Articles of Association of the

company

  Management   For   For   For
    

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION IN THE TEXT OF THE

RES-OLUTION 11.IF YOU HAVE ALREADY

SENT IN YOUR VOTES, PLEASE DO NOT

RETURN THIS P-ROXY FORM UNLESS YOU

DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  539,725     30-Apr-2012   02-May-2012
    ALLIANZ SE, MUENCHEN
  Security   D03080112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   DE0008404005    Agenda   703701892 - Management
  Record Date      Holding Recon Date   07-May-2012
  City / Country   MUENCHEN / Germany    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   0018490 - 0048646 - 5231485 - 5242487 - 5479531 - 5766749 - 7158333 - B030T87 - B1FVBS9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

    

PLEASE NOTE THAT PURSUANT TO THE

ARTICLES OF ASSOCIATION OF THE ISSUER

THE DIS-CLOSURE OF THE BENEFICIAL

OWNER DATA WILL BE REQUIRED WHEN

EXCEEDING A CERTAIN-LIMIT OF SHARE

HOLDINGS OF THE STATUTORY SHARE

CAPITAL. THEREFORE BROADRIDGE-WILL

BE DISCLOSING THE BENEFICIAL OWNER

DATA FOR ALL VOTED ACCOUNTS TO THE

RES-PECTIVE LOCAL SUB CUSTODIAN.

PLEASE NOTE THAT DEPENDING ON THE

PROCESSING OF T-HE LOCAL SUB

CUSTODIAN BLOCKING MAY APPLY. THE

VOTE DEADLINE AS DISPLAYED ON P-

ROXYEDGE IS SUBJECT TO CHANGE AND

WILL BE UPDATED AS SOON AS

BROADRIDGE HAS OB-TAINED ALL LOCAL

SUB CUSTODIANS’ CONFIRMATIONS

REGARDING THEIR DEADLINE FOR IN-

STRUCTIONS. FOR ANY QUERIES PLEASE

CONTACT YOUR CLIENT SERVICES

REPRESENTATIVE-. THANK YOU.

  Non-Voting       None
    

ACCORDING TO GERMAN LAW YOU ARE

NOT ENTITLED TO EXERCISE YOUR VOTING

RIGHTS IN-CASE OF SPECIFIC CONFLICTS

OF INTEREST WITH REGARD TO SPECIFIC

ITEMS OF THE G-ENERAL MEETING’S

AGENDA. FURTHER, YOUR VOTING RIGHT

MIGHT BE EXCLUDED WHEN YOU-R SHARE

IN VOTING RIGHTS HAS REACHED CERTAIN

THRESHOLDS AND YOU HAVE NOT COMPL-

IED WITH ANY OF YOUR MANDATORY

VOTING RIGHTS NOTIFICATIONS PURSUANT

TO THE GER-MAN SECURITIES TRADING

ACT (WPHG). FOR QUESTIONS IN THIS

REGARD PLEASE CONTACT-YOUR CLIENT

SERVICE REPRESENTATIVE FOR

CLARIFICATION. IF YOU DO NOT HAVE ANY-

INDICATION REGARDING SUCH CONFLICT

OF INTEREST, OR ANOTHER EXCLUSION

FROM VOTI-NG, PLEASE SUBMIT YOUR

VOTE AS USUAL. THANK YOU.

  Non-Voting       None


    

For German registered shares, the shares have

to be registered within the comp-any’s

shareholder book. Depending on the processing

of the local sub custodian-if a client wishes to

withdraw its voting instruction due to intentions to

tr-ade/lend their stock, a Take No Action vote

must be received by the vote deadl-ine as

displayed on ProxyEdge to facilitate de-

registration of shares from the-company’s

shareholder book. Any Take No Action votes

received after the vote-deadline will only be

forwarded and processed on a best effort basis.

Please c-ontact your client services

representative if you require further information.-

Thank you.

  Non-Voting     None
    

SHAREHOLDER PROPOSALS AND ELECTION

NOMINATIONS MAY BE SUBMITTED UNTIL

24.04.20-12. FURTHER INFORMATION ON

SHAREHOLDER PROPOSALS AND ELECTION

NOMINATIONS CAN-BE FOUND DIRECTLY ON

THE ISSUER’S WEBSITE (PLEASE REFER TO

THE MATERIAL URL SE-CTION OF THE

APPLICATION). IF YOU WISH TO ACT ON

THESE ITEMS, YOU WILL NEED TO-REQUEST

A MEETING ATTEND AND VOTE YOUR

SHARES DIRECTLY AT THE COMPANY’S

MEETI-NG. SHAREHOLDER PROPOSALS AND

ELECTION NOMINATIONS CANNOT BE

REFLECTED IN THE-BALLOT ON

PROXYEDGE.

  Non-Voting     None
  1.   

Presentation of the approved Annual Financial

Statements and the approved Cons-olidated

Financial Statements as of December 31, 2011,

and of the Management R-eports for Allianz SE

and for the Group, the Explanatory Reports on

the inform-ation pursuant to sec. 289 (4), 315 (4)

and sec. 289 (5) of the German Commerc-ial

Code (HGB), as well as the Report of the

Supervisory Board for fiscal year-2011

  Non-Voting     None
  2.    Appropriation of net earnings   Management   No Action   For
  3.   

Approval of the actions of the members of the

Management Board

  Management   No Action   For
  4.   

Approval of the actions of the members of the

Supervisory Board

  Management   No Action   For
  5.a1   

Election to the Supervisory Board: Shareholder

representatives: Dr.Wulf H. Bernotat

  Management   No Action   For
  5.a2   

Election to the Supervisory Board: Shareholder

representatives: Dr. Gerhard Cromme

  Management   No Action   For
  5.a3   

Election to the Supervisory Board: Shareholder

representatives: Prof. Dr. Renate Koecher

  Management   No Action   For
  5.a4   

Election to the Supervisory Board: Shareholder

representatives: Igor Landau

  Management   No Action   For
  5.a5   

Election to the Supervisory Board: Shareholder

representatives: Dr. Helmut Perlet

  Management   No Action   For
  5.a6   

Election to the Supervisory Board: Shareholder

representatives: Peter Denis Sutherland

  Management   No Action   For
  5.b1   

Election to the Supervisory Board: Employee

representatives: Dante Barban

  Management   No Action   For
  5.b2   

Election to the Supervisory Board: Employee

representatives: Gabriele Burkhardt-Berg

  Management   No Action   For
  5.b3   

Election to the Supervisory Board: Employee

representatives: Jean-Jacques Cette

  Management   No Action   For
  5.b4   

Election to the Supervisory Board: Employee

representatives: Ira Gloe-Semler

  Management   No Action   For
  5.b5   

Election to the Supervisory Board: Employee

representatives: Franz Heiss

  Management   No Action   For
  5.b6   

Election to the Supervisory Board: Employee

representatives: Rolf Zimmermann

  Management   No Action   For
  5.b1e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Giovanni

Casiroli, Substitute member for Dante Barban

  Management   No Action   For
  5.b2e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Josef

Hochburger, Substitute member for Gabriele

Burkhardt-Berg

  Management   No Action   For
  5.b3e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Jean-

Claude Le Goaer, Substitute member for Jean-

Jacques Cette

  Management   No Action   For
  5.b4e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Joerg

Reinbrecht, Substitute member for Ira Gloe-

Semler

  Management   No Action   For
  5.b5e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Juergen

Lawrenz, Substitute member for Franz Heiss

  Management   No Action   For
  5.b6e   

Election to the Supervisory Board: Substitute

Members Employee representatives: Frank

Kirsch, Substitute member for Rolf Zimmermann

  Management   No Action   For
  6.   

Amendment of the Statutes regarding the term of

office of the Supervisory Board

  Management   No Action   For
  7.   

Authorization for a further exclusion of

subscription rights for the issuance of shares out

of the Authorized Capital 2010/I in connection

with a listing of Allianz shares on a stock

exchange in the People’s Republic of China and

respective amendment of the Statutes

  Management   No Action   For


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  318,900     20-Apr-2012   26-Apr-2012

 

    FRESENIUS SE & CO.KGAA, BAD HOMBURG
  Security   D27348123    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   11-May-2012
  ISIN   DE0005785604    Agenda   703690429 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   FRANKFURT AM MAIN / Germany    Vote Deadline Date   27-Apr-2012
  SEDOL(s)   4332969 - 4352097 - B07J8S3 - B28H8N5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

    

ACCORDING TO GERMAN LAW, IN CASE OF

SPECIFIC CONFLICTS OF INTEREST IN

CONNECTI-ON WITH SPECIFIC ITEMS OF

THE AGENDA FOR THE GENERAL MEETING

YOU ARE NOT ENTIT-LED TO EXERCISE

YOUR VOTING RIGHTS. FURTHER, YOUR

VOTING RIGHT MIGHT BE EXCLUD-ED WHEN

YOUR SHARE IN VOTING RIGHTS HAS

REACHED CERTAIN THRESHOLDS AND YOU

HAV-E NOT COMPLIED WITH ANY OF YOUR

MANDATORY VOTING RIGHTS

NOTIFICATIONS PURSUANT-TO THE

GERMAN SECURITIES TRADING ACT

(WHPG). FOR QUESTIONS IN THIS REGARD

PLE-ASE CONTACT YOUR CLIENT SERVICE

REPRESENTATIVE FOR CLARIFICATION. IF

YOU DO NO-T HAVE ANY INDICATION

REGARDING SUCH CONFLICT OF INTEREST,

OR ANOTHER EXCLUSIO-N FROM VOTING,

PLEASE SUBMIT YOUR VOTE AS USUAL.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
    

PLEASE NOTE THAT THE TRUE RECORD

DATE FOR THIS MEETING IS 20.04.2012,

WHEREAS-THE MEETING HAS BEEN SETUP

USING THE ACTUAL RECORD DATE - 1

BUSINESS DAY. THI-S IS DONE TO ENSURE

THAT ALL POSITIONS REPORTED ARE IN

CONCURRENCE WITH THE GE-RMAN LAW.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
    

COUNTER PROPOSALS MAY BE SUBMITTED

UNTIL 26.04.2012. FURTHER INFORMATION

ON CO-UNTER PROPOSALS CAN BE FOUND

DIRECTLY ON THE ISSUER’S WEBSITE

(PLEASE REFER TO-THE MATERIAL URL

SECTION OF THE APPLICATION). IF YOU

WISH TO ACT ON THESE ITE-MS, YOU WILL

NEED TO REQUEST A MEETING ATTEND

AND VOTE YOUR SHARES DIRECTLY AT-THE

COMPANY’S MEETING. COUNTER

PROPOSALS CANNOT BE REFLECTED IN

THE BALLOT ON-PROXYEDGE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1.   

Presentation of the Annual Financial Statements

and the Consolidated Financial Statements each

approved by the Supervisory Board, the

Management Reports for Fresenius SE & Co.

KGaA (previously Fresenius SE) and the Group,

the Explanatory Report of the General Partner on

the Disclosures according to sec. 289 paras. 4

and 5 and sec. 315 para. 4 German Commercial

Code (Handelsgesetzbuch) and the Report of the

Supervisory Board of Fresenius SE & Co. KGaA

for the Financial Year 2011; Resolution on the

Approval of the Annual Financial Statements of

Fresenius SE & Co. KGaA (previously Fresenius

SE) for the Financial Year 2011

  Management   For   For   For
  2.   

Resolution on the Allocation of the Distributable

Profit

  Management   For   For   For
  3.   

Resolution on the Approval of the Actions of the

Then Management Board of Fresenius SE for its

Term of Office from January 1, 2011, until

January 28, 2011

  Management   For   For   For
  4.   

Resolution on the Approval of the Actions of the

Then Supervisory Board of Fresenius SE for its

Term of Office from January 1, 2011, until

January 28, 2011

  Management   For   For   For
  5.   

Resolution on the Approval of the Actions of the

General Partner from January 28, 2011, until

December 31, 2011

  Management   For   For   For
  6.   

Resolution on the Approval of Actions of the

Supervisory Board from January 28, 2011, until

December 31, 2011

  Management   For   For   For
  7.   

Election of the Auditor and Group Auditor for the

Financial Year 2012

  Management   For   For   For
  8.   

Resolution on the Approval of the Amended

System of Compensation of the Members of the

Management Board of the General Partner

  Management   For   For   For


  9.   

Resolution on Authorizing the Issue of Option

Bonds and/or Convertible Bonds and the

Exclusion of Subscription Rights as well as a

Resolution Concerning the Creation of a

Conditional Capital and the Corresponding

Amendment to the Articles of Association

  Management   For   For   For
  10.   

Resolution on the Authorization to Purchase and

Use Own Shares Pursuant to sec. 71 para. 1 no.

8 of the German Stock Corporation Act and on

the Exclusion of Subscription Rights

  Management   For   For   For

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  419,068     25-Apr-2012   27-Apr-2012

 

    LI & FUNG LTD
  Security   G5485F169    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-May-2012
  ISIN   BMG5485F1692    Agenda   703718936 - Management
  Record Date   11-May-2012    Holding Recon Date   11-May-2012
  City / Country   HONGKONG / Bermuda    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   4458252 - 6286257    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR ALL RESOLUTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0411/LTN20120411802.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and adopt the Audited Consolidated

Accounts and Reports of the Directors and the

Auditors for the year ended 31 December 2011

  Management   For   For   For
  2   

To declare a final dividend of 34 HK cents per

share

  Management   For   For   For
  3.a   

To re-elect Mr Spencer Theodore Fung as

Director

  Management   For   For   For
  3.b   

To re-elect Professor Franklin Warren McFarlan

as Director

  Management   For   For   For
  3.c    To re-elect Mr Martin Tang Yue Nien as Director   Management   For   For   For
  3.d    To re-elect Dr Fu Yuning as Director   Management   For   For   For
  4   

To re-appoint PricewaterhouseCoopers as

Auditors and to authorise the Directors to fix their

remuneration

  Management   For   For   For
  5   

To give a general mandate to the Directors to

repurchase the Company’s shares up to 10%

  Management   For   For   For
  6   

To give a general mandate to the Directors to

issue new shares up to 20% or in the case of

issue of new shares solely for cash and unrelated

to any asset acquisition, up to 10%

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  7   

To authorise the Directors to issue the shares

repurchased by the Company

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  28,324,400     30-Apr-2012   09-May-2012

 

    ERSTE GROUP BANK AG, WIEN
  Security   A19494102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-May-2012
  ISIN   AT0000652011    Agenda   703738154 - Management
  Record Date   05-May-2012    Holding Recon Date   05-May-2012
  City / Country   VIENNA / Austria    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   5289837 - 5369449 - 7440621 - B02Q7J3 - B28H192 - B2PWJ52    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Receive Financial Statements and Statutory

Reports

  Non-Voting       None
     Comments-Non Voting Agenda Item
  2    Approve Allocation of Income   Management   For   For   For
  3.A    Approve Discharge of Management Board   Management   For   For   For
  3.B    Approve Discharge of Supervisory Board   Management   For   For   For
  4   

Approve Remuneration of Supervisory Board

Members

  Management   For   For   For
  5.A   

Approve Decrease in Size of Supervisory Board

from 12 to 10 Members

  Management   For   For   For
  5.B   

Reelect Brian Deveraux O’Neill as Supervisory

Board Member

  Management   For   For   For
  5.C   

Reelect John Stack as Supervisory Board

Member

  Management   For   For   For
  6   

Ratify Ernst Young as Additional Auditor for

Fiscal 2013

  Management   For   For   For


  7   

Approve Amendments to Existing Authorization

to Issue Warrants Bonds with Warrants Attached

Convertible Bonds without Preemptive Rights

  Management   For   For   For
  8   

Amend Scope of Existing Conditional Pool of

Capital without Preemptive Rights

  Management   For   For   For
  9   

Authorize Board to Join a Horizontally-Organized

Group Formed From the Joint Liability Agreement

of the Saving Banks

  Management   Against   Against   Against
     Comments-Reduction in supervisory board powers not sufficiently justified
  10   

Amend Articles Re: Registered Capital and

Shares, Supervisory Board, General Meeting

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  757,320     30-Apr-2012   02-May-2012
    BG GROUP PLC
  Security   G1245Z108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   GB0008762899    Agenda   703702957 - Management
  Record Date      Holding Recon Date   14-May-2012
  City / Country   TBD / United Kingdom    Vote Deadline Date   09-May-2012
  SEDOL(s)   0876289 - 5845455 - B02S6T2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Accept Financial Statements and Statutory

Reports

  Management   For   For   For
  2    Approve Remuneration Report   Management   For   For   For
  3    Approve Final Dividend   Management   For   For   For
  4    Elect Vivienne Cox as Director   Management   For   For   For
  5    Elect Chris Finlayson as Director   Management   For   For   For
  6    Elect Andrew Gould as Director   Management   For   For   For
  7    Re-elect Peter Backhouse as Director   Management   For   For   For
  8    Re-elect Fabio Barbosa as Director   Management   For   For   For
  9    Re-elect Sir Frank Chapman as Director   Management   For   For   For
  10    Re-elect Baroness Hogg as Director   Management   For   For   For
  11    Re-elect Dr John Hood as Director   Management   For   For   For
  12    Re-elect Martin Houston as Director   Management   For   For   For
  13    Re-elect Caio Koch-Weser as Director   Management   For   For   For
  14    Re-elect Sir David Manning as Director   Management   For   For   For
  15    Re-elect Mark Seligman as Director   Management   For   For   For
  16    Re-elect Patrick Thomas as Director   Management   For   For   For
  17    Re-elect Philippe Varin as Director   Management   For   For   For
  18   

Re-appoint PricewaterhouseCoopers LLP as

Auditors

  Management   For   For   For
  19   

Authorise the Audit Committee to Fix

Remuneration of Auditors

  Management   For   For   For
  20    Approve EU Political Donations and Expenditure   Management   For   For   For
  21    Authorise Issue of Equity with Pre-emptive Rights   Management   For   For   For
  22   

Authorise Issue of Equity without Pre-emptive

Rights

  Management   For   For   For
  23    Authorise Market Purchase   Management   For   For   For
  24   

Authorise the Company to Call EGM with Two

Weeks’ Notice

  Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  1,626,980     09-May-2012   11-May-2012
  THE SWATCH GROUP AG, NEUENBURG
  Security   H83949141    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   CH0012255151    Agenda   703727327 - Management
  Record Date      Holding Recon Date   14-May-2012
  City / Country   TBW / Switzerland Blocking    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   7184725 - B038BH4 - B11JJX8 - B1CC9C5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

BLOCKING OF REGISTERED SHARES IS NOT

A LEGAL REQUIREMENT IN THE SWISS

MARKET,-SPECIFIC POLICIES AT THE

INDIVIDUAL SUB-CUSTODIANS MAY VARY.

UPON RECEIPT OF T-HE VOTING

INSTRUCTION, IT IS POSSIBLE THAT A

MARKER MAY BE PLACED ON YOUR SHAR-

ES TO ALLOW FOR RECONCILIATION AND

RE-REGISTRATION FOLLOWING A TRADE. IF

YOU H-AVE CONCERNS REGARDING YOUR

ACCOUNTS, PLEASE CONTACT YOUR

CLIENT SERVICE REPRE-SENTATIVE.

  Non-Voting       None
  1   

Annual report 2011: 2011 annual report of the

board of directors, 2011 financial statements

(balance sheet, income statement and notes) and

2011 consolidated financial statements, statutory

auditor’s report, approval of the reports and the

financial statements

  Management       For
  2    Discharge of the board of directors   Management       For
  3    Resolution for the appropriation of the net income   Management       For
  4   

Nomination of the statutory

auditors/PricewaterhouseCoopers LTD

  Management       For
  5    Ad Hoc   Management       Against


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  53,550      
    SAP AG
  Security   803054204    Meeting Type   Annual
  Ticker Symbol   SAP    Meeting Date   23-May-2012
  ISIN   US8030542042    Agenda   933612182 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country                        / Germany    Vote Deadline Date   09-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  2    RESOLUTION ON THE APPROPRIATION OF THE RETAINED EARNINGS OF FISCAL YEAR 2011   Management   For     For
  3   

RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE EXECUTIVE BOARD IN

FISCAL YEAR 2011

  Management   For     For
  4    RESOLUTION ON THE FORMAL APPROVAL OF THE ACTS OF THE SUPERVISORY BOARD IN FISCAL YEAR 2011   Management   For     For
  5    RESOLUTION ON THE APPROVAL OF THE SYSTEM OF EXECUTIVE BOARD COMPENSATION   Management   For     Against
     Comments-Poor compensation structure/performance conditions
  6    APPOINTMENT OF THE AUDITORS OF THE FINANCIAL STATEMENTS AND GROUP FINANCIAL STATEMENTS FOR FISCAL YEAR 2012   Management   For     For
  7A)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR. H.C. MULT. HASSO PLATTNER   Management   Against     Against
     Comments-Related-Party Transactions; Affiliate/Insider on Compensation Committee
  7B)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PEKKA ALA-PIETILA   Management   For     For
  7C)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. ANJA FELDMANN, PH. D.   Management   For     For
  7D)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR. WILHELM HAARMANN   Management   For     For
  7E)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: BERNARD LIAUTAUD   Management   For     For
  7F)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: DR. H.C. HARTMUT MEHDORN   Management   For     For
  7G)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: DR. ERHARD SCHIPPOREIT   Management   For     For
  7H)    ELECTION OF NEW MEMBER TO THE SUPERVISORY BOARD: PROF. DR.-ING. DR.- ING. E.H. KLAUS WUCHERER   Management   Against     Against
  8    CANCELLATION OF CONTINGENT CAPITAL III AND CONTINGENT CAPITAL IIIA AND AMEND SECTION 4, 19 & 23 OF ARTICLES OF INCORPORATION   Management   For     For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  536,960     09-May-2012   09-May-2012
    BUNGE LIMITED
  Security   G16962105   Meeting Type   Annual
  Ticker Symbol   BG   Meeting Date   25-May-2012
  ISIN   BMG169621056   Agenda   933600769 - Management
  Record Date   30-Mar-2012   Holding Recon Date   30-Mar-2012
  City / Country                        / United States   Vote Deadline Date   24-May-2012
  SEDOL(s)     Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1A.    ELECTION OF DIRECTOR: FRANCIS COPPINGER   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: ALBERTO WEISSER   Management   For   For   For
  2.    TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE LIMITED’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE INDEPENDENT AUDITORS’ FEES.   Management   For   For   For
  3.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  250,880     24-May-2012   24-May-2012
    MTN GROUP LTD, FAIRLANDS
  Security   S8039R108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   ZAE000042164    Agenda   703753928 - Management
  Record Date   18-May-2012    Holding Recon Date   18-May-2012
  City / Country   GAUTENG / South Africa    Vote Deadline Date   21-May-2012
  SEDOL(s)   5949799 - 6563206 - B02P3W5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1O1.1    Re-elect AP Harper as Director   Management   For   For   For
  2O1.2    Re-elect MLD Marole as Director   Management   For   For   For
  3O1.3    Re-elect NP Mageza as Director   Management   Against   Against   Against
     Comments-Director Serves on Excessive Audit Committees; Director Serves on Too Many Boards
  4O1.4    Re-elect AF van Biljon as Director   Management   For   For   For
  5O2.1   

Re-elect AF van Biljon as Chairman of the Audit

Committee

  Management   For   For   For
  6O2.2   

Re-elect J van Rooyen as Member of the Audit

Committee

  Management   For   For   For
  7O2.3   

Re-elect NP Mageza as Member of the Audit

Committee

  Management   Against   Against   Against
     Comments-Serves on too many board and audit committees
  8O2.4   

Re-elect MJN Njeke as Member of the Audit

Committee

  Management   Against   Against   Against
     Comments-Director serves on too many boards
  9O3   

Reappoint PricewaterhouseCoopers Inc and

SizweNtsalubaGobodo Inc as Joint Auditors

  Management   For   For   For
  10O4   

To authorize the directors to allot and issue all

unissued ordinary shares of 0.01 cent in the

share capital of the company (subject to a

maximum of 10 percent of the issued shares and

the further limits in the resolution)

  Management   For   For   For
  11    Approve Remuneration Philosophy   Management   Against   Against   Against
     Comments-Excessive restraint payment to outgoing CEO with no explanation
  12S1   

Approve Remuneration of Non Executive

Directors

  Management   For   For   For
  13S2   

Authorise Repurchase of Up to Ten Percent of

Issued Share Capital

  Management   For   For   For
  14S3   

Approve Financial Assistance to Subsidiaries and

Other Related and Inter-related Entities and to

Directors, Prescribed Officers and Other Persons

Participating in Share or Other Employee

Incentive Schemes

  Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION IN TEXT OF

RESOLUTION-10 AND DUE TO RECEIPT OF

COMPLETE NAME OF DIRECTOR’S. IF YOU

HAVE ALREADY SENT-IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU DECIDE TO AMEN-D

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  922,900     21-May-2012   21-May-2012
    XINYI GLASS HOLDINGS LTD
  Security   G9828G108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   KYG9828G1082    Agenda   703754627 - Management
  Record Date   24-May-2012    Holding Recon Date   24-May-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   17-May-2012
  SEDOL(s)   B05NXN7 - B063X81 - B08J3J8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’

FOR-ALL RESOLUTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0423/LTN201204231041.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and consider the audited financial

statements and report of the directors of the

Company (the “Director(s)”) and the auditors of

the Company (the “Auditors”) for the year ended

31 December 2011

  Management   For   For   For
  2   

To declare a final dividend of 5.0 HK cents per

Share for the year ended 31 December 2011

  Management   For   For   For


  3.Ai   

To re-elect Mr. SZE Nang Sze as an non-

executive Director

  Management   For   For   For
  3.Aii   

To re-elect Mr. LI Ching Leung as an non-

executive Director

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  3Aiii   

To re-elect Mr. NG Ngan Ho as an non-executive

Director

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  3.Aiv   

To re-elect Mr. LAM Kwong Siu, S.B.S as an

independent non-executive Director

  Management   For   For   For
  3.Av   

To re-elect Mr. WONG Chat Chor Samuel as an

independent non-executive Director

  Management   For   For   For
  3.B   

To authorise the board of Directors to determine

the remuneration of the Directors

  Management   For   For   For
  4   

To re-appoint the Auditors and to authorise the

Board to fix their remuneration

  Management   For   For   For
  5.A   

To grant an unconditional general mandate to the

Directors to repurchase Shares

  Management   For   For   For
  5.B   

To grant an unconditional general mandate to the

Directors to allot and issue Shares

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  5.C   

To extend the general mandate granted to the

Directors to issue Shares by the Shares

repurchased

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  23,932,000     17-May-2012   22-May-2012
    BANK POLSKA KASA OPIEKI -GRUPA PEKAO S.A., WARSZAW
  Security   064451206    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   01-Jun-2012
  ISIN   US0644512065    Agenda   703819841 - Management
  Record Date   07-May-2012    Holding Recon Date   07-May-2012
  City / Country   WARSAW / Poland    Vote Deadline Date   18-May-2012
  SEDOL(s)   4640048 - B01TQZ2 - B062X44    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR RESOLUTIONS “2, 4, 5,

12.1 TO 12.8 AND 13 TO 17”. THANK YOU.

  Non-Voting       None
  1   

Opening of the Ordinary General Meeting of

Bank Polska Kasa Opieki S.A

  Non-Voting       None
  2   

Election of the Chairman of the Ordinary General

Meeting of Bank Polska Kasa Opieki S.A.

  Management   No Action     For
  3   

Concluding correctness of convening the

Ordinary General Meeting and its-capacity to

adopt binding resolutions

  Non-Voting       None
  4    Election of the Voting Commission   Management   No Action     For
  5   

Adoption of the agenda of the Ordinary General

Meeting of Bank Polska Kasa Opieki S.A

  Management   No Action     For
  6   

Consideration of the Management Board’s report

on the activity of the Bank-Polska Kasa Opieki

S.A. in 2011

  Non-Voting       None
  7   

Consideration of the financial statements of the

Bank Polska Kasa Opieki S.A.-for 2011

  Non-Voting       None
  8   

Consideration of the Management Board’s report

on the activity of the Bank-Polska Kasa Opieki

S.A. Capital Group in 2011

  Non-Voting       None
  9   

Consideration of the consolidated financial

statements of the Bank Polska-Kasa Opieki S.A.

Capital Group for 2011

  Non-Voting       None
  10   

Consideration of the motion of the Management

Board of the Bank on-distribution of the net profit

of Bank Polska Kasa Opieki S.A. for 2011

  Non-Voting       None
  11   

Consideration of the report of the Supervisory

Board of Bank Polska Kasa-Opieki S.A. on its

activity in 2011 and the results of the performed-

assessment of: the reports on the activity of the

Bank Polska Kasa Opieki-S.A. and of the Bank

Polska Kasa Opieki S.A. Capital Group in 2011,

financial-statements of Bank Polska Kasa Opieki

S.A. and of the Bank Polska Kasa Opieki-S.A.

Capital Group for 2011, and of the motion of the

Management Board of the-Bank on the

distribution of the net profit of Bank Polska Kasa

Opieki S.A.-for 2011

  Non-Voting       None
  12.1   

Adoption of the resolution on: Approving the

report of the Management Board of the Bank on

the activity of Bank Polska Kasa Opieki Spolka

Akcyjna in the year 2011

  Management   No Action     For
  12.2   

Adoption of the resolution on: Approving the

financial statements of Bank Polska Kasa Opieki

Spolka Akcyjna for the year 2011

  Management   No Action     For
  12.3   

Adoption of the resolution on: Approving the

report of the Management Board of the Bank on

the activity of the Bank Polska Kasa Opieki

Spolka Akcyjna Capital Group in 2011

  Management   No Action     For


  12.4   

Adoption of the resolution on: Approving the

consolidated financial statements of the Bank

Polska Kasa Opieki Spolka Akcyjna Capital

Group for the year 2011

  Management   No Action     For
  12.5   

Adoption of the resolution on: Distribution of net

profit of Bank Polska Kasa Opieki Spolka Akcyjna

for the year 2011

  Management   No Action     For
  12.6   

Adoption of the resolution on: Approving the

report on the activity of the Supervisory Board of

Bank Polska Kasa Opieki Spolka Akcyjna in the

year 2011

  Management   No Action     For
  12.7   

Adoption of the resolution on: Approving the

performance of duties by a member of the

Supervisory Board of Bank Polska Kasa Opieki

Spolka Akcyjna in 2011

  Management   No Action     For
  12.8   

Adoption of the resolution on: Approving the

performance of duties by a member of the

Management Board of Bank Polska Kasa Opieki

Spolka Akcyjna in 2011

  Management   No Action     For
  13   

Appointing a member of the Supervisory Board of

Bank Polska Kasa Opieki Spolka Akcyjna for a

new common term of office

  Management   No Action     Abstain
  14   

Appointing the entity authorised to audit and

review the financial statements of Bank Polska

Kasa Opieki Spolka Akcyjna for the year 2012

  Management   No Action     Abstain
  15   

Amending the Statute of Bank Polska Kasa

Opieki Spolka Akcyjna

  Management   No Action     For
  16   

Authorizing the Supervisory Board of the Bank to

determine the uniform text of the Statute of Bank

Polska Kasa Opieki Spolka Akcyjna

  Management   No Action     For
  17   

Amending the Rules of Procedure of the General

Meetings of Bank Polska Kasa Opieki Spolka

Akcyjna

  Management   No Action     For
  18    Closing of the Ordinary General Meeting   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  228,860     15-May-2012   15-May-2012
    DASSAULT SYSTEMES SA, VELIZY VILLACOUBLAY
  Security   F2457H100    Meeting Type   MIX
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   FR0000130650    Agenda   703696104 - Management
  Record Date   01-Jun-2012    Holding Recon Date   01-Jun-2012
  City / Country   VELIZY-VILLACOUBLAY/ France    Vote Deadline Date   24-May-2012
  SEDOL(s)   4617365 - 5090868 - 5330047 - 5942936 - B02PS42 - B0ZGJJ4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE IN THE FRENCH MARKET

THAT THE ONLY VALID VOTE OPTIONS ARE

“FOR”-AND “AGAINST” A VOTE OF “ABSTAIN”

WILL BE TREATED AS AN “AGAINST” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

French Resident Shareowners must complete,

sign and forward the Proxy Card-directly to the

sub custodian. Please contact your Client

Service-Representative to obtain the necessary

card, account details and directions.-The

following applies to Non-Resident Shareowners:

Proxy Cards: Voting-instructions will be

forwarded to the Global Custodians that have

become-Registered Intermediaries, on the Vote

Deadline Date. In capacity as-Registered

Intermediary, the Global Custodian will sign the

Proxy Card and-forward to the local custodian. If

you are unsure whether your Global-Custodian

acts as Registered Intermediary, please contact

your representative

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT IMPORTANT

ADDITIONAL MEETING INFORMATION IS

AVAILABLE BY-CLICKING ON THE MATERIAL

URL LINK:-https://balo.journal-

officiel.gouv.fr/pdf/2012/0402/201204021201182.

pdf AND ht-tps://balo.journal-

officiel.gouv.fr/pdf/2012/0516/201205161202622.

pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1   

Approval of the annual corporate financial

statements for the financial year

  Management   For   For   For
  O.2   

Approval of the consolidated financial statements

for the financial year

  Management   For   For   For
  O.3    Allocation of income   Management   For   For   For
  O.4    Regulated Agreements   Management   For   For   For
  O.5   

Appointment of Mr. Serge Dassault as Board

member

  Management   For   For   For
  O.6    Setting attendance allowances   Management   For   For   For
  O.7   

Authorization to purchase shares of Dassault

Systemes SA

  Management   For   For   For
  E.8   

Authorization granted to the Board of Directors to

reduce share capital by cancellation of shares

repurchased under the share repurchase

program

  Management   For   For   For
  E.9    Amendment to Article 15.2 of the Statutes   Management   For   For   For
  O.E10    Powers to carry out all legal formalities   Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL URL LINK.

IF-YOU HAVE ALREADY SENT IN YOUR

VOTES, PLEASE DO NOT RETURN THIS

PROXY FORM UNLE-SS YOU DECIDE TO

AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  583,100     24-May-2012   04-Jun-2012
    TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD, HSINCHU
  Security   Y84629107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Jun-2012
  ISIN   TW0002330008    Agenda   703828725 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   HSINCHU/ Taiwan, Province of China    Vote Deadline Date   04-Jun-2012
  SEDOL(s)   6889106 - B16TKV8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT IN CASES WHERE THE

CLIENT INSTRUCTS US TO VOTE AGAINST

ANY-PROPOSAL TO BE DISCUSSED AT A

SHAREHOLDERS MEETING AND THE VOTING

WITH-RESPECT TO SUCH PROPOSAL IS

DONE BY BALLOT, WE OR OUR DESIGNEE

WILL FILL OUT-THE BALLOT IN RESPECT OF

SUCH PROPOSAL IN ACCORDANCE WITH

THE CLIENTS-INSTRUCTIONS. HOWEVER, IF

THE VOTING AT THE SHAREHOLDERS

MEETING IS DONE BY-ACCLAMATION,

WE/OUR DESIGNEE WILL NOT TAKE ANY

ACTION IN RESPECT OF THE-RELEVANT

PROPOSAL. THANK YOU

  Non-Voting       None
  A.1    The 2011 business operations   Non-Voting       None
  A.2    The 2011 audited reports   Non-Voting       None
  A.3    The status of unsecured corporate bonds   Non-Voting       None
  B.1   

The 2011 business reports and financial

statements

  Management   For   For   For
  B.2   

The 2011 profit distribution. Proposed cash

dividend: TWD 3 per share

  Management   For   For   For
  B.3    The revision to the articles of incorporation   Management   For   For   For
  B.4   

The revision to the rules of the election of

directors

  Management   For   For   For
  B.5.1   

Elect Morris Chang, Shareholder No 4515, as

director

  Management   For   For   For
  B.5.2   

Elect F.C. Tseng, Shareholder No 104, as

director

  Management   For   For   For
  B.5.3   

Elect Representative of National Development

Fund, Executive Yuan Johnsee Lee, Shareholder

No 1, as director

  Management   For   For   For
  B.5.4    Elect Rick Tsai, Shareholder no 7252, as director   Management   For   For   For
  B.5.5   

Elect Sir Peter Leahy Bonfield, Shareholder No

93180657 (Passport No.), as independent

director

  Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force HL to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.6   

Elect Stan Shih, Shareholder No 534770, as

independent director

  Management   For   For   For
  B.5.7   

Elect Thomas J. Engibous, Shareholder No

135021464, as independent director

  Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force HL to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.8   

Elect Gregory C. Chow, Shareholder No

214553970, as independent director

  Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force HL to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.9   

Elect Kok-Choo Chen, Shareholder No 9546, as

independent director

  Management   For   For   For
  B.6    Extraordinary motions   Management   Against   Against   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  6,954,125     04-Jun-2012   04-Jun-2012
    WPP PLC, ST HELIER
  Security   G9787K108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Jun-2012
  ISIN   JE00B3DMTY01    Agenda   703793768 - Management
  Record Date      Holding Recon Date   11-Jun-2012
  City / Country   DUBLIN 1/ Jersey    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   B3DMTY0 - B3DQ8G7 - B3FMR88    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive and approve the audited accounts   Management   For   For   For


  2   

To approve the remuneration report of the

directors

  Management   Against   Against   Against
     Comments-Allows for excessive compensation; poor plan terms
  3   

To approve the sustainability report of the

directors

  Management   For   For   For
  4    To re-elect Colin Day as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  5    To re-elect Esther Dyson as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  6    To re-elect Orit Gadiesh as a director   Management   For   For   For
  7    To re-elect Philip Lader as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  8    To re-elect Ruigang Li as a director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  9    To re-elect Stanley (Bud) Morten as a director   Management   For   For   For
  10    To re-elect Koichiro Naganuma as a director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  11    To re-elect John Quelch as a director   Management   For   For   For
  12    To re-elect Mark Read as a director   Management   For   For   For
  13    To re-elect Paul Richardson as a director   Management   For   For   For
  14    To re-elect Jeffrey Rosen as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  15    To re-elect Timothy Shriver as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  16    To re-elect Sir Martin Sorrell as a director   Management   For   For   For
  17    To re-elect Paul Spencer as a director   Management   For   For   For
  18    To re-elect Solomon Trujillo as a director   Management   For   For   For
  19   

To re-appoint Deloitte LLP as the auditors and

authorise the directors to determine their

remuneration

  Management   For   For   For
  20   

To authorise the directors to allot relevant

securities

  Management   For   For   For
  21   

To authorise the company to purchase its own

shares

  Management   For   For   For
  22   

To authorise the disapplication of pre-emption

rights

  Management   For   For   For
    

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION IN THE TEXT OF THE

RES-OLUTION 4.IF YOU HAVE ALREADY

SENT IN YOUR VOTES, PLEASE DO NOT

RETURN THIS PR-OXY FORM UNLESS YOU

DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  3,300,020     04-Jun-2012   12-Jun-2012
    MISUMI GROUP INC.
  Security   J43293109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Jun-2012
  ISIN   JP3885400006    Agenda   703862842 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   TOKYO/ Japan    Vote Deadline Date   06-Jun-2012
  SEDOL(s)   5903126 - 6595179 - B02HTX4    Quick Code   99620
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Approve Appropriation of Surplus   Management   For   For   For
  2   

Amend Articles to: Change Company’s Location

to Bunkyo-ku

  Management   For   For   For
  3.1    Appoint a Director   Management   For   For   For
  3.2    Appoint a Director   Management   For   For   For
  3.3    Appoint a Director   Management   For   For   For
  3.4    Appoint a Director   Management   For   For   For
  3.5    Appoint a Director   Management   For   For   For
  3.6    Appoint a Director   Management   For   For   For
  3.7    Appoint a Director   Management   For   For   For
  3.8    Appoint a Director   Management   For   For   For
  4    Appoint a Corporate Auditor   Management   For   For   For
  5   

Approve Issuance of Share Acquisition Rights as

Stock Options for Directors

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  730,400     06-Jun-2012   06-Jun-2012
    SONOVA HOLDING AG, STAEFA
  Security    H8024W106   Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jun-2012
  ISIN    CH0012549785   Agenda   703841850 - Management
  Record Date    13-Jun-2012   Holding Recon Date   13-Jun-2012
  City / Country    HALLENSTADION ZURICH/ Switzerland   Vote Deadline Date   01-Jun-2012
  SEDOL(s)    7156036 - B02HYL7 - B02VBW9   Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

BLOCKING OF REGISTERED SHARES IS NOT

A LEGAL REQUIREMENT IN THE SWISS

MARKET,-SPECIFIC POLICIES AT THE

INDIVIDUAL SUB-CUSTODIANS MAY VARY.

UPON RECEIPT OF T-HE VOTING

INSTRUCTION, IT IS POSSIBLE THAT A

MARKER MAY BE PLACED ON YOUR SHAR-

ES TO ALLOW FOR RECONCILIATION AND

RE-REGISTRATION FOLLOWING A TRADE. IF

YOU H-AVE CONCERNS REGARDING YOUR

ACCOUNTS, PLEASE CONTACT YOUR

CLIENT SERVICE REPRE-SENTATIVE.

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THIS IS THE PART II OF

THE MEETING NOTICE SENT UNDER

MEETING-935385, INCLUDING THE AGENDA.

TO VOTE IN THE UPCOMING MEETING,

YOUR NAME MUST-BE NOTIFIED TO THE

COMPANY REGISTRAR AS BENEFICIAL

OWNER BEFORE THE RE-REGISTR-ATION

DEADLINE. PLEASE NOTE THAT THOSE

INSTRUCTIONS THAT ARE SUBMITTED

AFTER T-HE CUTOFF DATE WILL BE

PROCESSED ON A BEST EFFORT BASIS.

THANK YOU.

  Non-Voting       None
  1.1   

Approval of the Annual Report, of the Financial

Statements of Sonova Holding AG and of the

Consolidated Financial Statements for 2011/12;

Acknowledgement of the Auditors’ Report

  Management       For
  1.2   

Advisory Vote on the Compensation Report

2011/12

  Management       Against
  2.1    Appropriation of Retained Earnings   Management       For
  2.2   

Allocation to Free Reserves and Determination of

Payout from Capital Contribution Reserves

  Management       For
  3   

Discharge of the Members of the Board of

Directors and of the Management Board

  Management       Abstain
  4.1   

Amendment to Article 6: Cancellation of non-cash

contributions

  Management       For
  4.2    Amendment to Article 16: New Term of Office   Management       For
  5.1.1    Re-election of Anssi Vanjoki as Director   Management       For
  5.1.2    Re-election of Ronald van der Vis as Director   Management       Against
  5.1.3    Re-election of Dr. Michael Jacobi as Director   Management       For
  5.1.4    Re-election of Andy Rihs as Director   Management       For
  5.1.5    Re-election of Robert F. Spoerry as Director   Management       For
  5.2    Election of Dr. Beat Hess as Director   Management       For
  5.3   

Re-election of Auditors: PricewaterhouseCoopers

AG, Zurich

  Management       For
  6    Ad hoc   Management       Against
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION OF TEXT IN

RESOLUTION-5.2. IF YOU HAVE ALREADY

SENT IN YOUR VOTES, PLEASE DO NOT

RETURN THIS PROXY F-ORM UNLESS YOU

DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK YOU.

  Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

  NORTHERN TRUST   279,800      
    HOYA CORPORATION
  Security   J22848105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   20-Jun-2012
  ISIN   JP3837800006    Agenda   703862715 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   TOKYO/ Japan    Vote Deadline Date   08-Jun-2012
  SEDOL(s)   5689374 - 6441506 - B02GXJ5    Quick Code   77410
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.1    Appoint a Director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  1.2    Appoint a Director   Management   For   For   For
  1.3    Appoint a Director   Management   For   For   For
  1.4    Appoint a Director   Management   For   For   For
  1.5    Appoint a Director   Management   For   For   For
  1.6    Appoint a Director   Management   For   For   For
  1.7    Appoint a Director   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  1,096,100     08-Jun-2012   11-Jun-2012
    SYSMEX CORPORATION
  Security   J7864H102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Jun-2012
  ISIN   JP3351100007    Agenda   703874102 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   HYOGO/ Japan    Vote Deadline Date   12-Jun-2012
  SEDOL(s)   6883807 - B02LMW6    Quick Code   68690


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     Please reference meeting materials.   Non-Voting       None
  1    Approve Appropriation of Surplus   Management   For   For   For
  2.1    Appoint a Corporate Auditor   Management   For   For   Against
     Comments-HL votes in favor for this independent auditor – as it is, the definition of ‘independence’ is very questionable in Japan with all the intertwined relationships, but this looks rather innocent and beneficial to the company.
  2.2    Appoint a Corporate Auditor   Management   For   For   For
  2.3    Appoint a Corporate Auditor   Management   For   For   Against
     Comments-HL votes in favor for this independent auditor – as it is, the definition of ‘independence’ is very questionable in Japan with all the intertwined relationships, but this looks rather innocent and beneficial to the company.
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  299,000     12-Jun-2012   12-Jun-2012
    M3,INC.
  Security   J4697J108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Jun-2012
  ISIN   JP3435750009    Agenda   703902278 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO/ Japan    Vote Deadline Date   07-Jun-2012
  SEDOL(s)   B02K2M3 - B037643    Quick Code   24130
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Amend Articles to: Expand Term of Office of

Directors to Two Year, Allow Board to Authorize

Use of Appropriation of Retained Earnings

  Management   For   For   Against
     Comments- Harding Loevner believes Glass Lewis to be looking at term length in same light as staggered terms: how hard is it for shareholders to vote the board off, and vote one in that acceeds to shareholder demands. HL does not see the need to follow this recommendation.
  2.1    Appoint a Director   Management   For   For   Against
     Comments- Harding Loevner owns more than 5% of M3. Rather then voting against the CEO, we contacted management and expressed our opinions preferring future changes.
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   Against   Against   Against
  4   

Allow Board to Authorize Use of Stock Option

Plan

  Management   For   For   For
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  3,721     12-Jun-2012   13-Jun-2012
    UNICHARM CORPORATION
  Security   J94104114    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   JP3951600000    Agenda   703889723 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   KAGAWA/ Japan    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   5758359 - 6911485 - B02NJV0 - B1CGSZ3    Quick Code   81130
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Amend Articles to: Allow Disclosure of

Shareholder Meeting Materials on the Internet,

Increase Board Size to 15

  Management   For   For   For
  2.1    Appoint a Director   Management   For   For   For
  2.2    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  2.11    Appoint a Director   Management   For   For   For
  3.1    Appoint a Corporate Auditor   Management   For   For   For
  3.2    Appoint a Corporate Auditor   Management   For   For   For
  3.3    Appoint a Corporate Auditor   Management   For   For   For
  3.4    Appoint a Corporate Auditor   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  715,400     14-Jun-2012   14-Jun-2012
    QIAGEN N.V.
  Security   N72482107    Meeting Type   Annual
  Ticker Symbol   QGEN    Meeting Date   27-Jun-2012
  ISIN   NL0000240000    Agenda   933653176 - Management
  Record Date   30-May-2012    Holding Recon Date   30-May-2012
  City / Country                       / Netherlands    Vote Deadline Date   26-Jun-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.   

PROPOSAL TO ADOPT THE ANNUAL

ACCOUNTS FOR THE YEAR ENDED

DECEMBER 31, 2011 (“FISCAL YEAR 2011”).

  Management   For   For   For
  2.   

PROPOSAL TO DISCHARGE FROM LIABILITY

THE MANAGING DIRECTORS FOR THE

PERFORMANCE OF THEIR DUTIES DURING

FISCAL YEAR 2011.

  Management   For   For   For
  3.   

PROPOSAL TO DISCHARGE FROM LIABILITY

THE SUPERVISORY DIRECTORS FOR THE

PERFORMANCE OF THEIR DUTIES DURING

FISCAL YEAR 2011.

  Management   For   For   For
  4A.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: PROF. DR. DETLEV RIESNER

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Affiliate/Insider on NomGov Committee      
  4B.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: DR. WERNER BRANDT

  Management   For   For   For
  4C.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: DR. METIN COLPAN

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Related-Party Transactions      
  4D.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: MR. ERIK HOMNAESS

  Management   Against   Against   Against
     Comments-Affiliate/Insider on Compensation Committee      
  4E.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: PROF. DR. MANFRED KAROBATH

  Management   For   For   For
  4F.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: MR. HEINO VON PRONDZYNSKI

  Management   For   For   For
  4G.   

REAPPOINTMENT OF THE SUPERVISORY

DIRECTOR: MS. ELIZABETH E. TALLETT

  Management   For   For   For
  5A.   

REAPPOINTMENT OF THE MANAGING

DIRECTOR: MR. PEER SCHATZ

  Management   For   For   For
  5B.   

REAPPOINTMENT OF THE MANAGING

DIRECTOR: MR. RONALD SACKERS

  Management   For   For   For
  5C.   

REAPPOINTMENT OF THE MANAGING

DIRECTOR: MR. BERND UDER

  Management   For   For   For
  6.   

PROPOSAL TO REAPPOINT ERNST & YOUNG

ACCOUNTANTS AS AUDITORS OF THE

COMPANY FOR THE FISCAL YEAR ENDING

DECEMBER 31, 2012.

  Management   For   For   For
  7A.   

PROPOSAL TO AUTHORIZE THE

SUPERVISORY BOARD, UNTIL DECEMBER

27, 2013, TO ISSUE A NUMBER OF COMMON

SHARES AND FINANCING PREFERENCE

SHARES AND GRANT RIGHTS TO

SUBSCRIBE FOR SUCH SHARES.

  Management   For   For   For
  7B.   

PROPOSAL TO AUTHORIZE THE

SUPERVISORY BOARD, UNTIL DECEMBER

27, 2013, TO RESTRICT OR EXCLUDE THE

PRE-EMPTIVE RIGHTS WITH RESPECT TO

ISSUING SHARES OF GRANTING

SUBSCRIPTION RIGHTS UP TO 20% OF THE

AGGREGATE PER VALUE OF ALL SHARES

ISSUED AND OUTSTANDING.

  Management   For   For   For
  8.   

PROPOSAL TO AUTHORIZE THE MANAGING

BOARD, UNTIL DECEMBER 27, 2013, TO

ACQUIRE SHARES IN THE COMPANY’S OWN

SHARE CAPITAL.

  Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765019  

HLF - Intl Equity

 

1000-1

 

NORTHERN

TRUST

COMPANY

  1,123,070     26-Jun-2012   26-Jun-2012
    JGC CORPORATION
  Security   J26945105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3667600005    Agenda   703888074 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   KANAGAWA / Japan    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   6473468 - B3BHSP1 - B3PLTK1    Quick Code   19630
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    Approve Appropriation of Surplus   Management   For   For   For
  2.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For


  2.11    Appoint a Director   Management   For   For   For
  2.12    Appoint a Director   Management   For   For   For
  2.13    Appoint a Director   Management   For   For   For
  2.14    Appoint a Director   Management   For   For   For
  2.15    Appoint a Director   Management   For   For   For
  3.1    Appoint a Corporate Auditor   Management   For   For   For
  3.2    Appoint a Corporate Auditor   Management   For   For   For
  3.3    Appoint a Corporate Auditor   Management   For   For   For
  3.4    Appoint a Corporate Auditor   Management   For   For   For
  3.5    Appoint a Corporate Auditor   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  653,000     18-Jun-2012   18-Jun-2012
    FANUC CORPORATION
  Security   J13440102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3802400006    Agenda   703892744 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   YAMANASHI / Japan    Vote Deadline Date   12-Jun-2012
  SEDOL(s)   5477557 - 6356934 - B022218 - B16TB93    Quick Code   69540
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    Approve Appropriation of Surplus   Management   For   For   For
  2.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  2.11    Appoint a Director   Management   For   For   For
  2.12    Appoint a Director   Management   For   For   For
  2.13    Appoint a Director   Management   For   For   For
  2.14    Appoint a Director   Management   For   For   For
  2.15    Appoint a Director   Management   For   For   For
  2.16    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLE01  

INT’L EQUITY

PORTFOLIO

 

1000-1

 

NORTHERN

TRUST

  273,400     12-Jun-2012   18-Jun-2012
    TESCO PLC, CHESHUNT
  Security   G87621101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   GB0008847096    Agenda   703840290 - Management
  Record Date      Holding Recon Date   27-Jun-2012
  City / Country   CARDIFF / United Kingdom    Vote Deadline Date   22-Jun-2012
  SEDOL(s)   0884709 - 5469491 - 5474860 - B02S3J1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the Directors’ Report and Accounts   Management   For   For   For
  2    To approve the Directors’ Remuneration Report   Management   For   For   For
  3    To declare a final dividend   Management   For   For   For
  4    To elect Sir Richard Broadbent as a director   Management   For   For   For
  5    To elect Ms Deanna Oppenheimer as a director   Management   For   For   For
  6    To re-elect Mr Philip Clarke as a director   Management   For   For   For
  7    To re-elect Mr Gareth Bullock as a director   Management   For   For   For
  8    To re-elect Mr Patrick Cescau as a director   Management   For   For   For
  9    To re-elect Mr Stuart Chambers as a director   Management   For   For   For
  10    To re-elect Ms Karen Cook as a director   Management   For   For   For
  11    To re-elect Mr Ken Hanna as a director   Management   For   For   For
  12    To re-elect Mr Andrew Higginson as a director   Management   For   For   For
  13    To re-elect Mr Ken Hydon as a director   Management   For   For   For
  14    To re-elect Mr Tim Mason as a director   Management   For   For   For
  15    To re-elect Mr Laurie Mcllwee as a director   Management   For   For   For
  16    To re-elect Ms Lucy Neville-Rolfe as a director   Management   For   For   For
  17   

To re-elect Ms Jacqueline Tammenoms Bakker

as a director

  Management   For   For   For
  18   

To re-appoint the auditors:

PricewaterhouseCoopers LLP

  Management   For   For   For
  19    To set the auditors’ remuneration   Management   For   For   For
  20    To authorise the directors to allot shares   Management   For   For   For
  21    To disapply pre-emption rights   Management   For   For   For
  22   

To authorise the Company to purchase its own

shares

  Management   For   For   For
  23   

To authorise political donations by the Company

and its subsidiaries

  Management   For   For   For
  24    To authorise short notice general meetings   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders      


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HLE01   INT’L EQUITY PORTFOLIO  

1000-1

  NORTHERN TRUST   4,139,610     22-Jun-2012   22-Jun-2012
    GAZPROM OAO,
MOSCOW
 

 

  

 

 

 

  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703921913 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  8.72    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an incident occurring in the course of the conduction by OAO Gazprom, its subsidiaries and dependent companies (whether existing or those becoming a subsidiary or a dependent company of OAO Gazprom during the term of the agreement) of their respective statutory activities (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 75 billion Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 1.5 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.73    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an emergency or incident occurring, among other things, as a result of a terrorist act at a hazardous industrial facility operated by OAO Gazprom (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 700 million Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 3 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.74    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 18,392.8 million Rubles   Management   For   For   For
  8.75    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes, during the period between December 1, 2012 and March 30, 2016, acting upon OAO Gazprom’s instructions, to provide services related to the monitoring of OAO Gazprom’s gas facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 34.9 million Rubles   Management   For   For   For
  8.76    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any employees of OAO Gazprom or members of their families or retired former employees of OAO Gazprom or members of their families (insured persons who are beneficiaries) apply to a health care institution for medical services (“insured events”), to arrange and pay for such medical services to the insured persons up to the aggregate insurance amount not exceeding 550 billion Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 1.3 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.77    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of: assertion of claims against members of the Board of Directors or the Management Committee of OAO Gazprom who are not persons holding state positions in the Russian Federation or positions in the state civil service (insured persons), by physical persons or legal entities for whose benefit the agreement will be entered into and who could suffer harm, including shareholders of OAO Gazprom, debtors and creditors of OAO Gazprom, employees of OAO Gazprom, as well as the Russian Federation represented by its authorized agencies and representatives (third parties (beneficiaries)) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities; incurrence by insured persons of judicial or other costs to settle such claims; assertion of claims against OAO Gazprom by third persons (beneficiaries) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities on the basis of claims asserted with respect to OAO Gazprom’s securities, as well as claims originally asserted against insured persons; incurrence by OAO Gazprom of judicial or other costs to settle such claims (“insured events”), to make an insurance payment to third parties (beneficiaries) whose interests have been harmed, as well as insured persons and/or OAO Gazprom in the event of incurrence of judicial or other costs to settle claims for compensation of losses, up to the aggregate insurance amount not exceeding the Ruble equivalent of 100 million U.S. Dollars, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount equal to the Ruble equivalent of two million U.S. Dollars, with such agreement having a term of one year   Management   For   For   For


  8.78    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of any liability incurred by OAO Gazprom in its capacity as a customs broker as a result of any harm caused to the assets of any third persons represented by OAO Gazprom in connection with the conduct of customs operations (beneficiaries) or as a consequence of any breaches of the contracts signed with such persons (“insured events”), to make an insurance payment to the persons concerned up to an aggregate insurance amount of 20 million Rubles payable in each insured event, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in an aggregate maximum amount of 300 thousand Rubles, with such agreement having a term of three years   Management   For   For   For
  8.79    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any harm (damage or destruction) is caused to a transportation vehicle owned by OAO Gazprom or that such vehicle is stolen or hijacked or that any of the individual components, parts, units, devices, and supplementary equipment installed on such transportation vehicle is stolen (“insured events”), to make an insurance payment to OAO Gazprom (as the beneficiary) up to the aggregate insurance amount of 1,291 million Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 24.52 million Rubles, with each agreement having a term of one year   Management   For   For   For
  8.80    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to provide for a period of 18 months after the execution date of the agreement, acting upon OAO Gazprom’s instructions, services involved in the production of a reference book on the legislative and other legal regulation of gas distribution operations, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 4.2 million Rubles   Management   For   For   For
  8.81    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, Gazprombank (Open Joint Stock Company), ZAO Gazprom Telecom, OAO Gazprom Promgaz, OAO Gazprom Gazoraspredeleniye, OOO Gazprom Export, OOO Gazpromtrans, ZAO Gazprom Invest Yug, OAO Gazprom Space Systems, OOO Gazprom Komplektatsiya, OAO Gazprom Neft, OAO Druzhba, OOO Gazprom Mezhregiongaz, OAO Gazprom Neftekhim Salavat, OAO SOGAZ, DOAO Tsentrenergogaz of OAO Gazprom, OAO Tsentrgaz, OOO Gazprom Tsentrremont, ZAO Yamalgazinvest, OAO Gazprom Gazenergoset and OAO Beltransgaz (the “Contractors”), pursuant to which the Contractors undertake to provide from August 30, 2012 to December 31, 2012, acting upon OAO Gazprom’s instructions, the services of arranging for and carrying out a stocktaking of fixed assets of OAO Gazprom that are to be leased to the Contractors, and OAO Gazprom undertakes to make payment for such services up to a maximum amount of 3.3 million Rubles   Management   For   For   For


  8.82    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, pre-investment research work for OAO Gazprom covering the following subjects: “Substantiation of investments in the construction of an experimental commercial LNG unit using national technologies and equipment”, “Substantiation of investments in the commercial development and utilization of methane in coal beds on the basis of results obtained from the pilot and experimental- commercial development of first-in-line fields over 2010-2012”, “Substantiation of investments in the construction by OOO Gazprom Dobycha Astrakhan of additional sulfur air stream granulation facilities, including advanced powered sulfur loading facilities”, “Investment concept of expansion of OOO Gazprom Sbyt Ukraine’s business and Gazprom group companies’ presence in the Ukrainian market   Management   For   For   For
     through the creation of a filling station chain, LNG facilities and electric and heating power generation stations, and determination of other prospective lines of development”, “Declaration of intention to invest in the construction of a polyethylene production facility in the Astrakhan Oblast”, “Substantiation of investments in the creation of a gas supply system in the southern regions of the Irkutsk Oblast, including the construction of gas processing and gas chemical facilities”, “Investment concept of development of gas transportation system of OOO Gazprom Transgaz Ufa in a long term perspective, subject to the operation regime of the Kanchurinsk- Musinsk undergroung gas storage facility” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 389.62 million Rubles        
  8.83    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the cost analysis of design and surveying works as part of the estimated value of the construction project in accordance with the approved project documents with due regard for the type and capacity of the respective facility on the basis of the relevant methods approved by OAO Gazprom Promgaz, normative-cost support for the measures to optimize the costs of OAO Gazprom, analysis of budget and regulatory documents providing for the implementation of new construction technologies, analysis of the effective regulations governing investment activities and statutory requirements to gas facilities and drafting of a program for the preparation of further regulatory documents for the designing of facilities of OAO Gazprom, expert reviews of cost estimates for design and surveying works, as submitted by customers in regard to the implementation of investment projects of OAO Gazprom upon being prepared on the basis of the relevant methods approved by OAO Gazprom Promgaz, the production of collected cost estimates for logistical support and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at the beginning of 2013-2015, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 302 million Rubles   Management   For   For   For


  8.84    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the production of collected cost estimates for serial equipment, logistical support, and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at January 1, 2012, the normative-cost support for the Comprehensive Plan of Measures to Optimize the Costs of OAO Gazprom, the development of the program to increase the efficiency of air ventilation and air conditioning systems at OAO Gazprom entities, the preparation of an updated Program for the years until 2015, the development of the Program of Reconstruction of heat-supply systems of OAO Gazprom (boiler equipment, recyclers, heat-supply networks, instrumented lighting, and water-treatment facilities) until 2018, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 107.3 million Rubles   Management   For   For   For
  8.85    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the implementation of programs for the scientific and technical cooperation of OAO Gazprom with foreign partner companies, and OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of two million Rubles   Management   For   For   For
  8.86    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Drafting of regulatory documents relating to electric power business of OAO Gazprom, “Development of guidelines to determine budget cost variation indices for oil and gas well   Management   For   For   For
     construction, abandonment, suspension and re- entry ay OAO Gazprom’s files against the base figures of 2006”, “Development of indicative values to determine cost of engineering surveys for the construction of OAO Gazprom’s facilities”, “Improvements to the regulatory and methodological basis governing the development, negotiation, approval and submission to third parties of specifications of designing and capital construction within the boundaries of OAO Gazprom’s facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 71.7 million Rubles        


  8.87    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the pricing and rate setting methods for the works relating to the construction of gas production facilities at the Northern seas by OAO Gazprom”, “Selection of methods of enhancement of power efficiency of utilization of fuel and power resources, development of proposals to implement such methods and to realize the projected gas consumption volumes for the period to 2025 in the constituent subjects of the Russian Federation in the Southern and Northern- Caucasian Federal Districts”, “Development of a regulation setting out the requirements to the designing of LNG supply facilities”, “Methodological and regulatory support for the transition to the maintenance of gas distribution systems depending on their technical condition and tolerable operational risks”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 96.1 million Rubles   Management   For   For   For
  8.88    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analysis of changes in the properties and characteristics of polyethylene pipes of the existing gas pipelines which determine their   Management   For   For   For
     service life”, “Development of OAO Gazprom gas facilities reconstruction and technical re- equipment program”, “Development of regulatory and methodological framework for the investigation and monitoring of the development of coal-methanol fields”, “Development of technological development plan for the Naryksko- Oshtankinskaya area with a separate experimental and commercial development stage”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 151.9 million Rubles        
  8.89    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of basic principles and methods for the development of minor-reserve fields in order to optimize hydrocarbon production costs using investment designing instruments on the basis of the project financing methods”, “Development of technological development plans for the experimental and commercial development of Cenomanian- Aptian deposits of the hydrocarbon fields of the Yamal Area of the Yamalo-Nenetsky Autonomous District”, “Development of a technological development plan for the Kshukskiy gas condensate field of the Kamchatka Territory”, “Development of methods of identification of carbon deposits high-permeability zones using a set of structural and geomorphic methods and remote sensing data”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 233 million Rubles   Management   For   For   For


  8.90    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analytical research to determine the cost of 1 km of drilling at OAO Gazprom fields and sites”, “Development multi-method geophysical technology of examination of a coal-methanol strip mine and oil shale”, “Information and analytical support of management processes in   Management   For   For   For
     relation to distribution of gas to the customers in the regions of the Russian Federation, including monitoring of loading rate of gas pipeline branches and analysis of gas utilization permits issued by the local authorities of the constituent subjects of the Russian Federation”, “Development of general (standard) specifications and technical assignments in relation to the creation of national minor and non- conventional power supply facilities to procure supply of electric and heating power to OJSC Gazprom facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 107.7 million Rubles        
  8.91    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of methodological recommendations in relation to the determination of appropriate terms for the beginning of reconstruction of gas transportation facilities”, “Marketing research and determination of potential volumes, terms, cost and markets of the gas processed products, preparation of an opinion as to whether it is feasible to construct a gas condensate processing plant in the Republic of Buryatia and proposals in relation to the expansion of filling station chain and compressed gas vehicle fleet”, “Development of Gazprom Corporate Standard “Unified technical requirements to the selection of main boiler equipment for the heat-supply systems of OAO Gazprom”, “Development of Gazprom Corporate Standard “Regulations on the array of preventive maintenance repairs on the heat-and-power equipment of heat-supply systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 72.8 million Rubles   Management   For   For   For
  8.92    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects:   Management   For   For   For
     “Development of Gazprom Corporate Standard “Regulations on the start-up and commissioning of the heat-and-power equipment of heat-supply systems”, “Development of Gazprom Corporate Standard “OAO Gazprom Water Supply and Discharge System Operation Rules”, “Development of basic principles and methods for the exploration, development, and exploitation of minor-reserve fields in order to optimize hydrocarbon production costs”, “Energy Saving and Energy Efficiency Program in connection with power supply in Salekhard”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 82.6 million Rubles        


  8.93    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Concept for the development of the gas- chemical industry in the Yamalo-Nenetsky Autonomous District”, “Concept for the comprehensive development of power supplies in the Yamalo-Nenetsky Autonomous District”, “Substantiation of options for power supplies to priority customers among remote townships in the Yamalo-Nenetsky Autonomous District (Muzhi, Yar-Sale, Gyda, and Tolka)”, “Proposals for first-in-line facilities for the use of coal-bed methane on the basis of the master scheme for gas supplies and conversion to gas services in the Kemerovo Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 124.1 million Rubles   Management   For   For   For
  8.94    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Research into the possibility to use non- conventional gas-supply sources (coal-bed methane, gas hydrates, shale gas, small-sized fields, etc.). Relevant recommendations”, “Forecast as to the commissioning of a gas   Management   For   For   For
     pipeline branch until 2030”, “Analysis of the possibility to employ innovative heat-recycling technologies for the compressor stations of OAO Gazprom with a view to raising energy efficiency”, “Preparation of proposals to increase the efficiency of using gas pipeline branches and gas-distribution systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 155.8 million Rubles        
  8.95    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Assessment of the possibility to use liquefied natural gas with a view to evening out seasonal vacillations in gas-distribution systems”, Preparation of a program for the reconstruction and technical re-equipment of gas facilities at the Gazprom group in 2012”, “Key directions for improvement of legal framework governing use of liquefied hydrogen gas, liquefied natural gas, and compressed natural gas in gasification”; “Preparation of regulatory documents to govern research to analyze technical risks in gas- distribution systems and proposals to reduce damage from accidents and emergencies” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 108.7 million Rubles   Management   For   For   For


  8.96    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the regulatory and methodological basis for increases in the energy efficiency of buildings and structures and to the utilization of fuel and energy resources at OAO Gazprom facilities”, “Preparation of procedures for preparing a reclamation plan for the construction of gas-transportation facilities”, “Assessment of potential damage to the natural environment (wildlife, flora, water biological, forest, land, and other resources), including, but   Management   For   For   For
     not limited to, the effects of accidents, and the preparation of an integral program of nature- conservation and countervailing nature- conservation measures for all OAO Gazprom facilities during the development of gas- producing, gas-transportation, gas-processing, and gas-chemical capacities in Eastern Siberian and Far Eastern regions”, and “Preparation of methods for the assessment of financial and economic efficiency in the development of coal- methanol fields with due regard for public and regional effects” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 44 million Rubles        
  8.97    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of technical proposals for efficient power plant use on the basis of renewable energy sources and non-conventional hydrocarbon energy resources”, Preparation of collected labor cost estimates for the purposes of calculating the values of design and surveying works at OAO Gazprom facilities”, “Feasibility study of options for underground coal gasification (UCG) enterprises to generate electricity and produce a synthetic substitute natural gas (SNG)”, “Preparation of circuit designs and proposals for the future use of heat-pump devices using gas drives and new environmentally-friendly cooling agents at OAO Gazprom facilities and in the regional energy sectors”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 80.3 million Rubles   Management   For   For   For
  8.98    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of one year after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of draft programs to put motor transport and agricultural machinery to using gas motor fuel in Sakhalin, in Khabarovsk, Primorsk, and Kamchatka provinces”, “Preparation of   Management   For   For   None
     feasibility studies and proposals to develop the LPG filling station network, and a fleet of vehicles driven by natural gas, while developing the fields of Yamal, in the cities of Nadym and Novy Urengoy” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 60 million Rubles        


  8.99    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes within the period from the execution date and up to July 1, 2015, following OAO Gazprom’s instructions, to provide services related to the evaluation of current level of gasification of the Russian regions, and OAO Gazprom will make payments for a total of up to 26.1 million Rubles   Management   For   For   Case By Case
  8.100    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of collections of estimated prices for the equipment, inventory and fuel, used in the construction of wells as of January 1, 2012”, “Increase of seismic resolution using second harmonics at coal-methanol deposits of Kuzbass”, Preparation of feasibility studies and proposals to streamline expenses and reduce the cost of production coalbed methane”, “Updating of financial and economic substantiation for favorable investment climate in order to implement the program of coalbed methane production in Kuzbass”, Preparation of the program for synchronization of works on preliminary degassing of coal beds, through production of methane within mining allocations of coal producing enterprises, taking into account the development prospects of gas and coal production businesses up to 2030”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 54.08 million Rubles   Management   For   For   Case By Case
  8.101    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of regulatory framework for use of geosynthetics at OAO Gazprom’s facilities”, “Updating of project indicators and project solutions for the development of Kovykta and Chikansky gas and condensate fields”, “Adjustment of the General Scheme of Gas Supplies and Gasification of Irkutsk Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 135.14 million Rubles   Management   For   For   Case By Case


  8.102    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Review of OAO Gazprom Standard 2-1.13-317- 2009 “Graphic display of facilities of the unified gas supply system on the process flow charts”, and development of sections on graphic display of equipment on the layouts of facilities involved in gas production, underground storage and processing”, “Amending OAO Gazprom Standard 2-1.11-070-206 “Methodological guidelines for selection of the neutral grounding regime within the electric networks of 6 and 10 kW of voltage by OAO Gazprom subsidiaries and group companies”, “Development of OAO Gazprom Standard “Use of power cables made of crosslinked polyethylene”, “Amending OAO Gazprom Standard “Categorization of electrical receivers used at OAO Gazprom industrial facilities to replace OAO Gazprom Standard 2- 6.2-149-2007 “Development of industrial regulation on the use of low-temperature resistant heat carriers within the head supply systems”, “Development of proposals on the use of distribution heating systems at OAO Gazprom’s facilities, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 64 million Rubles   Management   For   For   Case By Case
  8.103    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of 18 months after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in maintaining the information portal of the Office for Conversion to Gas Services and Gas Uses in order to monitor, diagnose, and manage gas facilities, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 3.7 million Rubles   Management   For   For   Case By Case
  8.104    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprom EP International B.V. (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 841.34 thousand U.S. Dollars, or its equivalent in Rubles, Euros or other currency   Management   For   For   Case By Case
  8.105    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom Gazoraspredeleniye within the time from its execution and up to December 31, 2013,   Management   For   For   Case By Case


     acting upon OAO Gazprom’s instructions, undertakes to provide services involved in the organization and conduct of a conference on distribution and gas consumption, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 2.2 million Rubles        
  8.106    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, 807840, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 4.248 million Rubles   Management   For   For   Case By Case
  8.107    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromviet, OOO Gaz-Oil, ZAO Yamalgazinvest, and the Gazpromipoteka foundation (“Licensees”), pursuant to which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002) , on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but   Management   For   For   Case By Case
     not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensees’ corporate seals, or in the Internet, or in the Licensees’ trade names, and the Licensees will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 16.992 million Rubles        


  8.108    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazenergoset whereby OAO Gazprom provides to OAO Gazprom Gazenergoset for temporary use facilities of the KS Portovaya NGV-refuelling compressor station (technological gas pipelines, and the site of the station itself), facilities of KS Elizavetinskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, on-site communication lines, sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear), as well as the facilities of KS Volkhovskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, , sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear, communications lines and alarm system), located in the Leningrad Region, Vsevolzhsky District, for a term of not more than 12 months, and OAO Gazprom will make payments for the use of the property for up to 25.7 million Rubles   Management   For   For   For
  8.109    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye (“Licensee”), pursuant to   Management   For   For   For
     which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 174.168 million Rubles        
  8.110    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Neft (the “Licensee”), pursuant to which the Licensee is entitled, subject to prior written consent from   Management   For   For   For


     OAO Gazprom, to enter into sublicense agreements with third persons (“Sublicensees”) to use the following trademarks of OAO Gazprom: as registered in the blue, and white color /color combination in the State Register of Trade Marks and Service Marks of the Russian Federation, (certificates of trademarks (service marks) No. 441154 of July 18, 2011, No. 441095 of July 15, 2011, No. 441094 of July 15, 2011, and No. 441175 of July 18, 2011), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay a license fee up to an aggregate maximum amount of 566.4 million Rubles        
  8.111    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, pursuant to which OAO Gazprom will grant OAO Vostokgazprom temporary possession and use of an M-468R special-purpose communications installation for a period not exceeding 12 months, and OAO Vostokgazprom will make payment for using such property up to a maximum amount of 274,000 Rubles   Management   For   For   For
  8.112    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and Societe General, whereby OAO Gazprom assumes an obligation to Societe Generale to secure the performance by OOO Gazprom export of its obligations under a direct contract in connection with the agreement for transportation of gas between Nord Stream AG and OOO Gazprom export, entered into between OOO Gazprom export, Nord Stream AG and Societe Generale (hereinafter, Transportation Direct Contract) including obligations to pay a termination fee in accordance with the terms of the Transportation Direct Contract, for a total amount of up to 12.094 billion Euros   Management   For   For   For
  8.113    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” regarding receipt by OAO Gazprom of funds with a maximum amount of 6 billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For


  8.114    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 140 billion cubic meters and OAO NOVATEK will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 224 billion Rubles   Management   For   For   None
  8.115    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom   Management   For   For   None
     Mezhregiongaz, pursuant to which OAO Gazprom will deliver, and OOO Gazprom Mezhregiongaz will accept (take off), gas in an aggregate maximum amount of 305 billion cubic meters (subject to applicable monthly delivery deadlines) with an aggregate maximum amount of 1.240 trillion Rubles        
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE EL-ECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING.-PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED. PLEASE CON-TACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  CMMT    PLEASE NOTE THAT FOR RESOLUTION 9, 11 DIRECTORS WILL BE ELECTED OUT OF THE 12-CANDIDATES..   Non-Voting       None
     Comments-Non Voting Agenda Item      
  9.1    Elect the following person to the Board of Directors of OAO “Gazprom”: Andrei Igorevich Akimov   Management   Abstain   Against   None
  9.2    Elect the following person to the Board of Directors of OAO “Gazprom”: Farit Rafikovich Gazizullin   Management   Abstain   Against   None
  9.3    Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Alekseevich Zubkov   Management   Abstain   Against   None
  9.4    Elect the following person to the Board of Directors of OAO “Gazprom”: Elena Evgenievna Karpel   Management   Abstain   Against   None
  9.5    Elect the following person to the Board of Directors of OAO “Gazprom”: Timur Kulibaev   Management   Abstain   Against   None
  9.6    Elect the following person to the Board of Directors of OAO “Gazprom”: Vitaly Anatolyevich Markelov   Management   Abstain   Against   None
  9.7    Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Georgievich Martynov   Management   Abstain   Against   None
  9.8    Elect the following person to the Board of Directors of OAO “Gazprom”: Vladimir Alexandrovich Mau   Management   Abstain   Against   None
  9.9    Elect the following person to the Board of Directors of OAO “Gazprom”: Aleksey Borisovich Miller   Management   Abstain   Against   None
  9.10    Elect the following person to the Board of Directors of OAO “Gazprom”: Valery Abramovich Musin   Management   For   For   None
  9.11    Elect the following person to the Board of Directors of OAO “Gazprom”: Mikhail Leonidovich Sereda   Management   Abstain   Against   None
  9.12    Elect the following person to the Board of Directors of OAO “Gazprom”: Igor Khanukovich Yusufov   Management   Abstain   Against   None
  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 11 CANDIDATES TO BE ELECTED AS AUDIT COMMI-SSION MEMBERS, THERE ARE ONLY 9 VACANCIES AVAILABLE TO BE FILLED AT THE MEETIN-G. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHO-OSE, YOU ARE REQUIRED TO VOTE FOR ONLY 9 OF THE 11 AUDIT COMMISSION MEMBERS. T-HANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  10.1    Elect the following person to the Audit Commission of OAO “Gazprom”: Dmitry Aleksandrovich Arkhipov   Management       None
  10.2    Elect the following person to the Audit Commission of OAO “Gazprom”: Andrei Viktorovich Belobrov   Management   For   For   None


  10.3    Elect the following person to the Audit Commission of OAO “Gazprom”: Vadim Kasymovich Bikulov   Management   For   For   None
  10.4    Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksey Borisovich Mironov   Management   For   For   None
  10.5    Elect the following person to the Audit Commission of OAO “Gazprom”: Lidiya Vasilievna Morozova   Management   For   For   None
  10.6    Elect the following person to the Audit Commission of OAO “Gazprom”: Anna Borisovna Nesterova   Management   For   For   None
  10.7    Elect the following person to the Audit Commission of OAO “Gazprom”: Georgy Avtandilovich Nozadze   Management   For   For   None
  10.8    Elect the following person to the Audit Commission of OAO “Gazprom”: Yury Stanislavovich Nosov   Management       None
  10.9    Elect the following person to the Audit Commission of OAO “Gazprom”: Karen Iosifovich Oganyan   Management   For   For   None
  10.10    Elect the following person to the Audit Commission of OAO “Gazprom”: Maria Gennadievna Tikhonova   Management   For   For   None
  10.11    Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksandr Sergeyevich Yugov   Management   For   For   None
  CMMT    REMINDER PLEASE NOTE IN ORDER TO VOTE ON THE FULL MEETING AGENDA YOU MUST ALSO-VOTE ON MEETING ID 999132 WHICH CONTAINS RESOLUTIONS 1 TO 8.71.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT.IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y-OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLE01   INT’L EQUITY PORTFOLIO  

1000-1

  NORTHERN TRUST   1,280,840     15-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703926519 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred  Provider

Recommendation

  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    Approve the Annual Report of OAO Gazprom for 2011   Management   For   For   For
  2    Approve the annual accounting statements, including the profit and loss report of the Company based on the results of 2011   Management   For   For   For
  3    Approve the distribution of profit of the Company based on the results of 2011   Management   For   For   For
  4    Approve the amount of, time for and form of payment of annual dividends on the Company’s shares that have been recommended by the Board of Directors of the Company   Management   For   For   For
  5    Approve Closed Joint Stock Company PricewaterhouseCoopers Audit as the Company’s auditor   Management   For   For   For
  6    Pay remuneration to members of the Board of Directors in the amounts recommended by the Board of Directors of the Company   Management   Against   Against   Against
     Comments-Fees are excessive      
  7    Pay remuneration to members of the Audit Commission in the amounts recommended by the Board of Directors of the Company   Management   For   For   For


  8.1    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding receipt by OAO Gazprom of funds with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.2    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Bank VTB regarding receipt by OAO Gazprom of funds with a maximum amount of one billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.3    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.4    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Sberbank of Russia, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For


  8.5    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Bank VTB, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 30 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.6    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under Loan Facility Agreement No. ID00117/9 dated July 16, 2009 between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 100 million U.S. Dollars, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the London Interbank Offered Rate (LIBOR) established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.7    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 10 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.8    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which Gazprombank (Open Joint Stock Company) will accept and credit, upon the terms and conditions announced by it, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts, acting upon OAO Gazprom’s instructions, as well as agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding maintenance in the account of a non- reducible balance with a maximum amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, with interest to be paid by the bank at a rate not lower than 0.1% per annum in the relevant currency   Management   For   For   For


  8.9    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will accept and credit, upon the terms and conditions announced by the banks, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts acting upon OAO Gazprom’s instructions   Management   For   For   For
  8.10    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will provide services to OAO Gazprom making use of electronic payments system of the respective bank, including receipt from OAO Gazprom of electronic payment documents for executing payment operations through the accounts, provision of electronic statements of accounts and conduct of other electronic document processing, and OAO Gazprom will make payment for the services provided at the tariffs of the respective bank effective at the time of the provision of the services   Management   For   For   For
  8.11    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under General Agreement on the Conduct of Conversion Operations No. 3446 between OAO Gazprom and the bank dated September 12, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.12    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and OAO Bank VTB to be entered into under General Agreement on the Conduct of Conversion Operations No. 1 between OAO Gazprom and the bank dated July 26, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.13    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes - in the event that any harm is caused to the life or health of OAO Gazprom’s employees (“insured persons”) as a result of an accident that occurs during the insured period or a disease having been diagnosed during the effective period of the respective agreements (“insured events”), to make an insurance payment to the insured person or to the person designated by him (her) as his (her) beneficiary or to the heirs of the insured person (beneficiaries), up to an aggregate insurance amount of 680 billion Rubles, while OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 60 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.14    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and OAO Bank VTB and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.15    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and Gazprombank (Open Joint Stock Company) and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.16    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities in connection with the subsidiary companies challenging such tax authorities’ claims in court, with an aggregate maximum amount equivalent to 500 million U.S. Dollars and for a period not exceeding 14 months   Management   For   For   For
  8.17    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities to secure obligations of the above-mentioned companies to pay excise taxes in connection with exports of excisable oil products and eventual penalties, with a maximum amount of 1.8 billion Rubles and for a period not exceeding 18 months   Management   For   For   For
  8.18    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz whereby OAO Gazprom grants to OAO Beltransgaz temporary possession of Yamal- Europe trunk gas pipeline facilities and the relevant machinery located in the Republic of Belarus, for a term of not more than 3 years, and OAO Beltransgaz makes payments for the use of property in the amount not exceeding 270 million U.S. Dollars   Management   For   For   For


  8.19    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OAO Gazprom will grant OOO Gazpromtrans temporary possession and use of the infrastructure facilities of the railway stations of the Surgutskiy Condensate Stabilization Plant, of the Sernaya railway station and of the Tvyordaya Sera railway station, the facilities of the railway station situated in the town of Slavyansk-na-Kubani, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazpromtrans Level (ERP)” and “Registration and Analysis of Data on Non-Core Assets (RADA) within the OAO Gazprom System at OOO Gazpromtrans Level” for a period not exceeding 12 months, and OOO Gazpromtrans will make payment for using such property up to a maximum amount of 200 million Rubles   Management   For   For   For
  8.20    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and DOAO Tsentrenergogaz of OAO Gazprom, pursuant to which OAO Gazprom will grant DOAO Tsentrenergogaz of OAO Gazprom temporary possession and use of the building and equipment of the repair and machining shop at the home base of the oil and gas production department for the Zapolyarnoye gas-oil- condensate field, situated in the Yamalo- Nenetskiy Autonomous Area, Tazovskiy District, township of Novozapolyarnyi, and the building and equipment of the repair and machining shop at the Southern Regional Repair Base, situated in the Stavropolskiy Province, town of Izobilnyi, for a period not exceeding 12 months, and DOAO Tsentrenergogaz of OAO Gazprom will make payment for using such property up to a maximum amount of 113.2 million Rubles   Management   For   For   For
  8.21    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Gazprom will grant OAO Tsentrgaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Tsentrgaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Tsentrgaz Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OAO Tsentrgaz Level” and “Electronic Archive Module at OAO Tsentrgaz Level” for a period not exceeding 12 months, and OAO Tsentrgaz will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.22    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom will grant OAO Gazprom Promgaz temporary possession and use of experimental prototypes of gas-using equipment (self-contained modular boiler installation, recuperative air heater, mini- boiler unit, radiant panel heating system, U- shaped radiant tube, modularized complete full- function small-sized gas and water treatment installations for coal bed methane extraction wells, well-head equipment, borehole enlargement device, and pressure core sampler)   Management   For   For   For


     located in the Rostov Region, town of Kamensk- Shakhtinsky, and the KemerovO Region, city of Novokuznetsk, an aerospace data processing software and equipment complex, as well as experimental model “Automated Information System “Monitoring”, an experimental model of the data collection, transmission and display station, as well as experimental models of the automatic environmental control station to be used in residential and industrial areas, for a period not exceeding 12 months, and OAO Gazprom Promgaz will make payment for using such property up to a maximum amount of 3.7 million Rubles        
  8.23    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant Gazprombank (Open Joint Stock Company) temporary possession and use of the non-residential premises in a building that are situated at 31 Lenina Street, Yugorsk, Tyumen Region and are used to house a branch of Gazprombank (Open Joint Stock Company), with a total floor space of 1,600 square meters, and the plot of land occupied by the building and required for the use of that building, with an area of 3,371 square meters, for a period not exceeding 12 months, and Gazprombank (Open Joint Stock Company) will make payment for using such property up to a maximum amount of 2 million Rubles   Management   For   For   For
  8.24    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neftekhim Salavat, pursuant to which OAO Gazprom will grant OAO Gazprom Neftekhim Salavat temporary possession and use of the gas condensate pipeline running from the Karachaganakskoye gas condensate field to the Orenburg Gas Refinery for a period not exceeding 12 months, and OAO Gazprom Neftekhim Salavat will make payment for using such property up to a maximum amount of 240,000 Rubles   Management   For   For   For
  8.25    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Rosselkhozbank, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 50 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.26    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OAO Gazprom will grant OOO Gazprom Export temporary possession and use of the software and hardware solutions “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Export Level” and “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Export Level” for a period not exceeding 12 months, and OOO Gazprom Export will make payment for using such property up to a maximum amount of 1.5 million Rubles   Management   For   For   For


  8.27    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will grant OAO Gazprom Neft temporary possession and use of an M-468R special-purpose communications installation, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Neft Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Neft Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OAO Gazprom Neft Level” and “Electronic Archive Module at OAO Gazprom Neft Level” for a period not exceeding 12 months, and OAO Gazprom Neft will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.28    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom will grant OAO Gazprom Space Systems temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Space Systems Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Space Systems Level” and “Electronic Archive Module at OAO Gazprom Space Systems Level” for a period not exceeding 12 months, and OAO Gazprom Space Systems will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.29    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which OAO Gazprom will grant ZAO Yamalgazinvest temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Yamalgazinvest Level (ERP)” and “Electronic Archive Module at ZAO Yamalgazinvest Level” for a period not exceeding 12 months, and ZAO Yamalgazinvest will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.30    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which OAO Gazprom will grant ZAO Gazprom Invest Yug temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gazprom Invest Yug Level (ERP)” and “Electronic Archive Module at ZAO Gazprom Invest Yug Level” for a period not exceeding 12 months, and ZAO Gazprom Invest Yug will make payment for using such property up to a maximum amount of 4.1 million Rubles   Management   For   For   For
  8.31    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will grant OOO Gazprom Mezhregiongaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Mezhregiongaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Mezhregiongaz Level”, “System of   Management   For   For   For


     Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Mezhregiongaz Level” and “Electronic Archive Module at OOO Gazprom Mezhregiongaz Level” for a period not exceeding 12 months, and OOO Gazprom Mezhregiongaz will make payment for using such property up to a maximum amount of 4 million Rubles        
  8.32    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsiya, pursuant to which OAO Gazprom will grant OOO Gazprom Komplektatsiya temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Komplektatsiya Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Komplektatsiya Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Komplektatsiya Level” and “Electronic Archive Module at OOO Gazprom Komplektatsiya Level” for a period not exceeding 12 months, and OAO Gazprom Komplektatsiya will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.33    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OAO Gazprom will grant OOO Gazprom Tsentrremont temporary possession and use of the software and hardware complexes “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Tsentrremont Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Tsentrremont Level”, and “Electronic Archive Module at OOO Gazprom Tsentrremont Level” for a period not exceeding 12 months, and OOO Gazprom Tsentrremont will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.34    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which OAO Gazprom will grant ZAO Gazprom telecom temporary possession and use of communications facilities comprised of buildings, communications lines, communications networks, cable duct systems and equipment, which are located in the city of Moscow, the city of Saint Petersburg, the city of Maloyaroslavets, the city of Rostov-on-Don, the city of Kaliningrad, the Moscow Region and the Smolensk Region of the Russian Federation, and in the territory of the Republic of Belarus, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gaztelecom Level (ERP)” and “Electronic Archive Module at ZAO Gaztelecom Level” for a period not exceeding 12 months, and ZAO Gaztelecom will make payment for using such property up to a maximum amount of 389 million Rubles   Management   For   For   For
  8.35    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, whereby OAO Gazprom Promgaz undertakes to provide services to OAO Gazprom in respect of the development of the schedule of events to transition to the operation of gas distribution systems on the basis of their actual technical condition, within 18 months from the date of execution, and OAO Gazprom will make payments for such services up to a maximum amount of 9.7 mln Rubles   Management   For   For   For


  8.36    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom will grant OAO Gazprom Gazoraspredeleniye temporary possession and use of the property complex of a gas-distribution system comprised of facilities intended for the transportation and feeding of gas directly to consumers (gas pipeline branches, distribution gas pipelines, inter-township and intra-street gas pipelines, high-, medium-, and low-pressure gas pipelines, gas control units, and buildings), and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazpromregiongaz Level (ERP) “, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) (Second Phase) at OAO Gazpromregiongaz Level”, and “Electronic Archive Module at OAO Gazpromregiongaz Level” for a period not exceeding 12 months, and OAO Gazprom Gazoraspredeleniye will make payment for using such property up to a maximum amount of 951.3 million Rubles   Management   For   For   For
  8.37    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Druzhba, pursuant to which OAO Gazprom will grant OAO Druzhba temporary possession and use of the facilities of Druzhba vacation center (hotels, effluent treatment facilities, transformer substations, entrance checkpoints, cottages, utility networks, metal fences, parking areas, ponds, roads, pedestrian crossings, sites, sewage pumping station, sports center, roofed ground-level arcade, servicing station, diesel- generator station, boiler house extension, storage facility, Fisherman’s Lodge, garage, garage with administrative and amenity building, stela, as well as service machinery, equipment, furniture and accessories) situated in the Moscow Region, Naro-Fominsk District, village of Rogozinino, for a period not exceeding 5 years, and OAO Druzhba will make payment for using such property up to a maximum amount of 1816.5 million Rubles   Management   For   For   For
  8.38    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Investproekt, whereby OOO Gazprom Investproekt undertakes to provide to OAO Gazprom research, analytical, consulting, organizational, and management services in the sphere of organizational and contractual structuring of projects, arrangement of borrowings, supervision of target application, and timely commissioning of sites as part of various investment projects, acting in the interests of OAO Gazprom, within 5 years from the date of execution, and OAO Gazprom will make payments for the services for up to 2.500 million Rubles   Management   For   For   For
  8.39    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OOO Gazprom Export undertakes, acting upon OAO Gazprom’s instructions and for a total fee not exceeding 300 million Rubles, in its own name, but for OAO Gazprom’s account, to accept commercial products owned by OAO Gazprom, including crude oil, gas condensate, sulphur and refined products (gasoline, liquefied gases, diesel oil, fuel oil etc.) and sell them in the market outside the territory of the Russian Federation, in the amount not exceeding 6.5 million tons for the sum not exceeding 71 billion Rubles   Management   For   For   For


  8.40    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Northgas, pursuant to which ZAO Northgas will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 70 million cubic meters, deliverable on a monthly basis, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 102 million Rubles   Management   For   For   For
  8.41    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Severneftegazprom, pursuant to which OAO Severneftegazprom will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 30 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 48.6 billion Rubles   Management   For   For   For
  8.42    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO NOVATEK will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 40 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 81.1 billion Rubles   Management   For   For   For
  8.43    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 4 billion cubic meters across the territory of the Russian Federation and the Republic of Kazakhstan, and OOO Gazprom Mezhregiongaz will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 7.8 billion Rubles   Management   For   For   For
  8.44    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tomskgazprom, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 3.5 billion cubic meters, and OAO Tomskgazprom will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 2 billion Rubles   Management   For   For   For
  8.45    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 7 billion cubic meters and OAO Gazprom Neft will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 6.3 billion Rubles   Management   For   For   For


  8.46    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the injection of gas owned by OAO NOVATEK into underground gas storage facilities and its storage in such facilities in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for gas injection and storage up to an aggregate maximum amount of 10.75 billion Rubles, as well as OAO Gazprom will provide services related to arranging for the off-taking from underground gas storage facilities of the gas owned by OAO NOVATEK in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for the off-taking of gas up to an aggregate maximum amount of 614.06 million Rubles   Management   For   For   For
  8.47    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which the bank will provide guarantees to the customs authorities of the Russian Federation in regard to the obligations of OAO Gazprom as a customs broker (representative) to the extent concerning the payment of customs duties and eventual interest and penalties up to a maximum amount of 1 million Euros, with a fee due to the bank at a rate not exceeding 1% per annum of the amount of the guarantee   Management   For   For   For
  8.48    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom undertakes, acting on behalf of OOO Gazprom Mezhregiongaz and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OOO Gazprom Mezhregiongaz undertakes to pay for such services in the amount not exceeding 3,000 Rubles per cargo customs declaration, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 170,000 Rubles   Management   For   For   For
  8.49    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO NOVATEK and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO NOVATEK undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 42.7 million Rubles   Management   For   For   For
  8.50    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO Gazprom Neft and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO Gazprom Neft undertakes to pay for such   Management   For   For   For


     services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 960,000 Rubles        
  8.51    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Kaunas Heat- Electric Generating Plant whereby OAO Gazprom will sell, and ZAO Kaunas Heat-Electric Generating Plant will buy in 2013 not less than 410 million cubic meters of gas, for a total of up to 185 million Euros   Management   For   For   None
  8.52    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and a/s Latvijas Gaze, pursuant to which OAO Gazprom will sell, and a/s Latvijas Gaze will purchase, gas in the amount not exceeding 1.5 billion cubic meters for an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which a/s Latvijas Gaze will provide services related to injection into and storage in the Incukalna underground gas storage facility of gas owned by OAO Gazprom, and related to its off-taking and transportation across the territory of the Republic of Latvia in 2013 in the following amounts: services related to the injection of gas into storage facility and services related to storage of gas and its off- taking-in the amount not exceeding 900 million cubic meters, and services related to the transportation of gas-in the amount not exceeding 1.8 billion cubic meters, and OAO Gazprom will make payment for such services up to an aggregate maximum amount of 22.1 million Euros   Management   For   For   None
  8.53    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AB Lietuvos Dujos, pursuant to which OAO Gazprom will sell, and AB Lietuvos Dujos will purchase, gas in the amount not exceeding 1.5 billion cubic meters with an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which AB Lietuvos Dujos will provide services related to the transportation of gas in transport mode across the territory of the Republic of Lithuania in the amount not exceeding 2.5 billion cubic meters in 2013 and OAO Gazprom will make payment for the gas transportation services up to an aggregate maximum amount of 12.35 million Euros   Management   For   For   None
  8.54    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AO Moldovagaz, pursuant to which OAO Gazprom will sell and AO Moldovagaz will purchase gas in the amount not exceeding 10.4 billion cubic meters for an aggregate maximum amount of 3.9 billion U.S. Dollars in 2012 - 2014 and pursuant to which AO Moldovagaz will provide services related to the transportation of gas in transport mode across the territory of the Republic of Moldova in the amount not exceeding 70 billion cubic meters in 2012 - 2014, and OAO Gazprom will make payment for services related to the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 172 million U.S. Dollars   Management   For   For   None


  8.55    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and KazRosGaz LLP, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of 8 billion cubic meters of gas in 2013, and KazRosGaz LLP will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 40 million U.S. Dollars   Management   For   For   None
  8.56    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz, pursuant to which OAO Gazprom sells, and OAO Beltransgaz buys, gas in 2013 in the amount not exceeding 23 billion cubic meters with an aggregate maximum amount of 4.1 billion U.S. Dollars and pursuant to which OAO Beltransgaz in 2013 will provide gas-transportation services in the transit mode in the territory of the Republic of Belarus in an aggregate maximum amount of 60 billion cubic meters, while OAO Gazprom will make payment for such services of transporting gas by trunk gas pipelines up to an aggregate maximum amount of 570 million U.S. Dollars   Management   For   For   None
  8.57    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and GAZPROM Germania GmbH, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of natural gas owned by GAZPROM Germania GmbH across the territory of the Republic of Kazakhstan, the Republic of Uzbekistan, the Russian Federation, and the Republic of Belarus in the amount not exceeding 2 billion cubic meters, and GAZPROM Germania GmbH will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 55 million U.S. Dollars   Management   For   For   None
  8.58    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.24 billion Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.59    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 5.66 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” startup and commissioning work   Management   For   For   None


 

8.60

   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.06 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.61    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, acting upon OAO Gazprom’s instructions, for a fee with an aggregate maximum amount of 7.41 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.62    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom Space Systems undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to the implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 170 thousand Rubles   Management   For   For   None
  8.63    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which ZAO Gazprom telecom undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 130 thousand Rubles   Management   For   For   None
  8.64    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 4,109.9 million Rubles   Management   For   For   None


  8.65    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 320.53 million Rubles   Management   For   For   None
  8.66    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Master Agreement on conversion forward and swap transactions between OAO Gazprom and OAO Bank VTB, as well as currency forward and swap transactions between OAO Gazprom and OAO Bank VTB entered into under the Master Agreement, up to the maximum amount of 300 million US Dollars or its equivalent in Rubles, Euro or any other currency for each transaction   Management   For   For   None
  8.67    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Deposit transactions procedure agreement between OAO Gazprom and OAO Rosselkhozbank as well as deposit transactions between OAO Gazprom and OAO Rosselkhozbank thereunder, up to the maximum amount of 30 billion Rubles or its equivalent in any other currency for each transaction, at the rate of at least the product of 0.8 and the reference offer rate for loans (deposits) in Rubles in the Moscow money market (MosPrime Rate) for the relevant maturity, for transactions in Rubles, or the product of 0.8 and LIBOR for the relevant maturity, for transactions in a foreign currency   Management   For   For   None
  8.68    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 777.15 million Rubles   Management   For   For   None
  8.69    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Tsentrgaz undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 500 thousand Rubles   Management   For   For   None


  8.70    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsia, pursuant to which OOO Gazprom Komplektatsia undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, for a total fee not exceeding 150 million Rubles, in its own name, but for the account of OAO Gazprom, to provide services related to supplies of well- repair equipment for the specialized subsidiaries of OAO Gazprom   Management   For   For   None
  8.71    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of loss or destruction of, or damage to, including deformation of the original geometrical dimensions of the structures or individual elements of, machinery or equipment; linear portions, technological equipment and fixtures of trunk gas pipelines, petroleum pipelines or refined product pipelines; property forming part of wells; natural gas held at facilities of the Unified Gas Supply System in the course of transportation or storage in underground gas storage reservoirs (“insured property”), as well as in the event of losses incurred by OAO Gazprom as a result of an interruption in production operations due to destruction or loss of or damage to insured property (“insured events”), to make payment of insurance compensation to OAO Gazprom or OAO Gazprom’s subsidiary companies to which the insured property has been leased (beneficiaries) up to the aggregate insurance amount not exceeding 10 trillion Rubles in respect of all insured events, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 5.5 billion Rubles, with each agreement having a term of one year   Management   For   For   None
  CMMT    PLEASE NOTE THAT THIS AGENDA IS CONTINUED ON MEETING 100215, WHICH WILL CONTAI-N RESOLUTION ITEMS 8.72 TO 10.11. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item

 

  Account Number     Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
                 
  HLE01    

INT’L EQUITY

PORTFOLIO

 

1000-1

  NORTHERN TRUST   1,280,840     15-Jun-2012   18-Jun-2012

Harding, Loevner Funds, Inc. Global Equity Portfolio (102/202)

    OLAM INTERNATIONAL LTD, SINGAPORE
  Security   Y6421B106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   08-Jul-2011
  ISIN   SG1Q75923504    Agenda   703191116 - Management
  Record Date      Holding Recon Date   06-Jul-2011
  City / Country   SINGAPORE / Singapore    Vote Deadline Date   24-Jun-2011
  SEDOL(s)   B05Q3L4 - B096815 - B4S2RM6    Quick Code  

 

    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “1”. THANK YOU.   Non-Voting       None
  1    The Proposed Subscription   Management   Against   Against   None
     Comments-Harding Loevner is voting against this proposal because it would allow for the preferential (ie. unequal) treatment of certain shareholders and dilute minorities.

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  1,340,000     28-Jun-2011   30-Jun-2011

 

    INDUSTRIA DE DISENO TEXTIL INDITEX SA
  Security   E6282J109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jul-2011
  ISIN   ES0148396015    Agenda   703184515 - Management
  Record Date   14-Jul-2011    Holding Recon Date   14-Jul-2011
  City / Country   ARTEIXO / Spain    Vote Deadline Date   05-Jul-2011
  SEDOL(s)   7111314 - B02TMV9 - B108WP9 - B1BK287    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20 JULY 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  1    Information to Shareholders on the appointment of new Chairman of the Board of Directors and, consequently, of the General Meeting of Shareholders   Management   For   For   For
  2    Examination and approval, if any, of the annual accounts and Report of Inditex, SA for the fiscal year 2010, ended January 31, 2011   Management   For   For   For
  3    Examination and approval, if any, of the annual accounts and Report Consolidated Group (Inditex Group) for the fiscal year 2010, ended January 31, 2011, as well as the social management   Management   For   For   For
  4    Application of profit and dividend distribution   Management   For   For   For
  5    Re-election of Irene Ruth Miller, with the qualification of independent outside counsel, as a member of the Board of Directors   Management   For   For   For
  6    Reappointment of Auditors   Management   For   For   For
  7    Proposed amendments to Articles 1, 6, 8, 10, 11, 13, 16, 17, 18, 26, 28, 31 and 34 of the Bylaws   Management   For   For   For
  8    Proposed amendments to Articles 2, 6, 7, 8, 11 and 13 of the General Meeting Regulations   Management   For   For   For
  9    Remuneration of the Board of Directors   Management   For   For   For
  10    Approval of a plan to deliver shares of the Company to the President and CEO   Management   For   For   Against
  11    Granting of powers for the implementation of agreements   Management   For   For   For
  12    Information to Shareholders on the regulation of the Board of Directors   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION 6 AND-CHANGE IN RECORD DATE FROM 12 JUL TO 14 JUL 2011. IF YOU HAVE ALREADY SENT IN-YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YO-UR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  24,600     05-Jul-2011   13-Jul-2011
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD
  Security   Y76810103    Meeting Type   Special General Meeting
  Ticker Symbol      Meeting Date   10-Oct-2011
  ISIN   CNE100000171    Agenda   703301399 - Management
  Record Date   09-Sep-2011    Holding Recon Date   09-Sep-2011
  City / Country   SHANDONG PROVINCE / China    Vote Deadline Date   28-Sep-2011
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To consider and approve the appointment of Ms. Fu Mingzhong as an independent non-executive director of the Company   Management   For   For   None
  2    To consider and approve the distribution of interim dividend of RMB 0.029 per share for the six months ended 30 June 2011 to be distributed to all shareholders whose names appear on the register of members of the Company on 14 October 2011   Management   For   For   None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR RESOLUTIONS “1 AND 2”. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF VOTING OPTION COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  1,426,000     23-Sep-2011   28-Sep-2011
    THE PROCTER & GAMBLE COMPANY
  Security   742718109    Meeting Type   Annual
  Ticker Symbol   PG    Meeting Date   11-Oct-2011
  ISIN   US7427181091    Agenda   933500705 - Management
  Record Date   12-Aug-2011    Holding Recon Date   12-Aug-2011
  City / Country                       / United States    Vote Deadline Date   10-Oct-2011
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A    ELECTION OF DIRECTOR: ANGELA F. BRALY   Management   For   For   For
  1B    ELECTION OF DIRECTOR: KENNETH I. CHENAULT   Management   For   For   For
  1C    ELECTION OF DIRECTOR: SCOTT D. COOK   Management   For   For   For
  1D    ELECTION OF DIRECTOR: SUSAN DESMOND- HELLMANN   Management   For   For   For
  1E    ELECTION OF DIRECTOR: ROBERT A. MCDONALD   Management   For   For   For
  1F    ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.   Management   For   For   For
  1G    ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS   Management   For   For   For
  1H    ELECTION OF DIRECTOR: MARGARET C. WHITMAN   Management   For   For   For
  1I    ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER   Management   For   For   For
  1J    ELECTION OF DIRECTOR: PATRICIA A. WOERTZ   Management   For   For   For
  1K    ELECTION OF DIRECTOR: ERNESTO ZEDILLO   Management   For   For   For
  02    RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 65 OF PROXY STATEMENT)   Management   For   For   For
  03    ADVISORY VOTE TO APPROVE THE COMPANY’S SAY ON PAY VOTE (PAGES 65- 66 OF PROXY STATEMENT)   Management   For   For   For
  04    ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF THE SAY ON PAY VOTE (PAGES 66-67 OF PROXY STATEMENT)   Management   1 Year   For   1 Year
  05    AMEND THE COMPANY’S AMENDED ARTICLES OF INCORPORATION (PAGE 67 OF PROXY STATEMENT)   Management   For   For   For
  06    SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING (PAGE 68 OF PROXY STATEMENT)   Shareholder   For   Against   Against
  07    SHAREHOLDER PROPOSAL #2 - ANIMAL TESTING (PAGES 69-70 OF PROXY STATEMENT)   Shareholder   Against   For   Against
  08    SHAREHOLDER PROPOSAL #3 - ELECTIONEERING CONTRIBUTIONS (PAGES 70-72 OF PROXY STATEMENT)   Shareholder   Against   For   Against
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   30,300     06-Oct-2011   06-Oct-2011
    ORACLE CORPORATION
  Security   68389X105    Meeting Type   Annual
  Ticker Symbol   ORCL    Meeting Date   12-Oct-2011
  ISIN   US68389X1054    Agenda   933499813 - Management
  Record Date   15-Aug-2011    Holding Recon Date   15-Aug-2011
  City / Country                       / United States    Vote Deadline Date   11-Oct-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    DIRECTOR   Management      
     1    JEFFREY S. BERG     For   For   For
     2    H. RAYMOND BINGHAM     For   For   Withheld
     3    MICHAEL J. BOSKIN     For   For   For
     4    SAFRA A. CATZ     For   For   Withheld
     5    BRUCE R. CHIZEN     For   For   For
     6    GEORGE H. CONRADES     For   For   For
     7    LAWRENCE J. ELLISON     For   For   For
     8    HECTOR GARCIA-MOLINA     For   For   For
     9    JEFFREY O. HENLEY     For   For   For
     10    MARK V. HURD     For   For   For
     11    DONALD L. LUCAS     For   For   For
     12    NAOMI O. SELIGMAN     For   For   For
  2    ADVISORY VOTE ON EXECUTIVE COMPENSATION.   Management   For   For   For
  3    ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES RELATING TO EXECUTIVE COMPENSATION.   Management   1 Year     1 Year
  4    PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.   Management   For   For   For
  5    ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION.   Shareholder   Against   For   Against
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   111,410     06-Oct-2011   06-Oct-2011
    COCHLEAR LTD
  Security   Q25953102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Oct-2011
  ISIN   AU000000COH5    Agenda   703338853 - Management
  Record Date      Holding Recon Date   14-Oct-2011
  City / Country   SYDNEY / Australia    Vote Deadline Date   10-Oct-2011
  SEDOL(s)   4020554 - 6211798 - B02NSS0    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 4 AND 5 VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (2, 4 AND 5), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION.   Non-Voting       None
  1    That the Company’s Financial Report, Director’s Report and the Auditor’s Report in respect of the financial year ended 30 June 2011 be received   Management   For   For   For
  2    That the Remuneration Report be adopted   Management   For   For   For
  3.1    That Mr Rick Holliday-Smith, being a director who is retiring by rotation in accordance with the Company’s Constitution and who, being eligible, offers himself for re election as a director of the Company, be re-elected as a director of the Company   Management   For   For   For
  3.2    That Mr Paul Bell, being a director who is retiring by rotation in accordance with the Company’s Constitution and who, being eligible, offers himself for re-election as a director of the Company, be re-elected as a director of the Company   Management   For   For   For
  4    That approval be given to: a) The grant to Dr Christopher Roberts, the CEO/President of the Company, of options calculated in accordance with the formula and on the terms summarised in the Explanatory Notes attached to this Notice of Annual General Meeting and b) The issue, allocation or transfer to Dr Roberts of any shares upon the exercise of any options   Management   For   For   For
  5    That the aggregate maximum sum available for remuneration of non-executive directors is increased by AUD500,000 per year to AUD2,000,000 per year   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
 

HLG01

  GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST  

32,330

    10-Oct-2011   17-Oct-2011
    OLAM INTERNATIONAL LTD, SINGAPORE
  Security   Y6421B106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Oct-2011
  ISIN   SG1Q75923504    Agenda   703387159 - Management
  Record Date      Holding Recon Date   26-Oct-2011
  City / Country   SINGAPORE / Singapore    Vote Deadline Date   12-Oct-2011
  SEDOL(s)   B05Q3L4 - B096815 - B4S2RM6 - B6QDPM1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 30 June 2011 together with the Auditors’ Report thereon   Management   For   For   None
  2    To declare a first and final dividend of 5 cents per share tax exempt (one-tier) for the year ended 30 June 2011   Management   For   For   None
  3    To re-elect Mr. Narain Girdhar Chanrai as a Director of the Company retiring pursuant to Article 103 of the Articles of Association of the Company   Management   For   For   None
  4    To re-elect Mr. Sunny George Verghese as a Director of the Company retiring pursuant to Article 103 of the Articles of Association of the Company   Management   For   For   None
  5    To re-elect Mr. Shekhar Anantharaman as a Director of the Company retiring pursuant to Article 103 of the Articles of Association of the Company   Management   For   For   None
  6    To re-elect Mr. Michael Lim Choo San as a Director of the Company retiring pursuant to Article 103 of the Articles of Association of the Company   Management   For   For   None
  7    To approve the payment of Directors’ fees of SGD1,440,000 for the year ending 30 June 2012. (2011: SGD990,000.00)   Management   For   For   None
  8    To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration   Management   For   For   None
  9    Authority to issue shares   Management   For   For   None


  10    Authority to issue shares under the Olam Employee Share Option Scheme   Management   For   For   None
  11    Renewal of the Share Buyback Mandate   Management   For   For   None
  12    Authority to issue shares under the Olam Scrip Dividend Scheme   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   2,437,000     17-Oct-2011   21-Oct-2011
    COACH, INC.
  Security   189754104   Meeting Type    Annual
  Ticker Symbol   COH   Meeting Date    03-Nov-2011
  ISIN   US1897541041   Agenda    933508408 - Management
  Record Date   06-Sep-2011   Holding Recon Date    06-Sep-2011
  City / Country                       / United States   Vote Deadline Date    02-Nov-2011
  SEDOL(s)     Quick Code   
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  01    DIRECTOR   Management      
     1    LEW FRANKFORT     For   For   For
     2    SUSAN KROPF     For   For   For
     3    GARY LOVEMAN     For   For   For
     4    IVAN MENEZES     For   For   For
     5    IRENE MILLER     For   For   For
     6    MICHAEL MURPHY     For   For   For
     7    JIDE ZEITLIN     For   For   For
  02    TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012   Management   For   For   For
  03    TO HOLD A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION   Management   For   For   Against
  04    TO HOLD A NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION   Management   1 Year   For   1 Year
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   38,100     02-Nov-2011   02-Nov-2011
    SASOL LTD
  Security   803866102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Nov-2011
  ISIN   ZAE000006896    Agenda   703404981 - Management
  Record Date   21-Nov-2011    Holding Recon Date   21-Nov-2011
  City / Country   JOHANNESBURG / South Africa    Vote Deadline Date   17-Nov-2011
  SEDOL(s)   5734304 - 6777450 - 6777461 - B03NQB8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1    Re-elect Jurgen Schrempp as Director   Management   For   For   For
  1.2    Re-elect Colin Beggs as Director   Management   For   For   For
  1.3    Re-elect Johnson Njeke as Director   Management   For   For   Against
  1.4    Re-elect Nolitha Fakude as Director   Management   For   For   For
  2.1    Re-elect Hixonia Nyasulu as Director   Management   For   For   For
  2.2    Re-elect Christine Ramon as Director   Management   For   For   For
  2.3    Re-elect Henk Dijkgraaf as Director   Management   For   For   For
  3    Elect David Constable as Director   Management   For   For   For
  4    Reappoint KPMG Inc as Auditors of the Company   Management   For   For   For
  5.1    Re-elect Colin Beggs as member of the Audit Committee   Management   For   For   For
  5.2    Re-elect Mandla Gantsho as member of the Audit Committee   Management   For   For   For
  5.3    Re-elect Henk Dijkgraaf as member of the Audit Committee   Management   For   For   For
  5.4    Re-elect Johnson Njeke as member of the Audit Committee   Management   For   For   Against
  6    Approve remuneration of non executive directors for the period 1 July 2011 until the date of the next annual general meeting   Management   For   For   For
  7    Approve remuneration policy   Management   For   For   For
  8    Approve financial assistance to subsidiaries and Juristic persons that the company directly or indirectly controls   Management   For   For   For
  9    Approve financial assistance to related or inter- related company or corporation   Management   For   For   For
  10    Approve financial assistance to the Sasol Inzalo Public Facilitation Trust   Management   For   For   For
  11    Authorise repurchase of up to ten percent of issued share capital   Management   For   For   For
  12    Authorise repurchase of up to five percent of issued share capital from a director and/or a prescribed officer of the company   Management   For   For   For
  13    Amend Sasol Inzalo Foundation Trust Deed   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   45,230     16-Nov-2011   17-Nov-2011
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   02-Dec-2011
  ISIN   SE0001174970    Agenda   703425795 - Management


  Record Date   18-Nov-2011    Holding Recon Date   18-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   15-Nov-2011
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting     None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting     None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting     None
  1    To appoint Mr. Jean-Michel Schmit as the Chairman of the EGM and to authorise the Chairman to elect a Secretary and a Scrutineer of the EGM   Management   No Action   For
  2    As per the proposal of the Company’s Board of Directors, to distribute a gross dividend to the Company’s shareholders of USD 3 per share, corresponding to an aggregate dividend of approximately USD 308,000,000, to be paid out of the Company’s profits for the year ended December 31, 2010 in the amount of USD 435,219,669, which have been carried forward as per the decision of the Annual General Shareholder’s Meeting of May 31, 2011   Management   No Action   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   21,000     09-Nov-2011   09-Nov-2011
    CISCO SYSTEMS, INC.
  Security   17275R102    Meeting Type   Annual
  Ticker Symbol   CSCO    Meeting Date   07-Dec-2011
  ISIN   US17275R1023    Agenda   933516885 - Management
  Record Date   10-Oct-2011    Holding Recon Date   10-Oct-2011
  City / Country                       / United States    Vote Deadline Date   06-Dec-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A    ELECTION OF DIRECTOR: CAROL A. BARTZ   Management   For   For   For
  1B    ELECTION OF DIRECTOR: M. MICHELE BURNS   Management   For   For   For
  1C    ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS   Management   For   For   For
  1D    ELECTION OF DIRECTOR: LARRY R. CARTER   Management   For   For   For
  1E    ELECTION OF DIRECTOR: JOHN T. CHAMBERS   Management   For   For   For
  1F    ELECTION OF DIRECTOR: BRIAN L. HALLA   Management   For   For   For
  1G    ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY   Management   For   For   Against
  1H    ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH   Management   For   For   Against
  1I    ELECTION OF DIRECTOR: RODERICK C. MCGEARY   Management   For   For   For
  1J    ELECTION OF DIRECTOR: ARUN SARIN   Management   For   For   For
  1K    ELECTION OF DIRECTOR: STEVEN M. WEST   Management   For   For   For
  1L    ELECTION OF DIRECTOR: JERRY YANG   Management   For   For   For
  2    APPROVAL OF AMENDMENT AND RESTATEMENT OF THE CISCO 2005 STOCK INCENTIVE PLAN.   Management   For   For   For
  3    APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.   Management   For   For   For
  4    RECOMMENDATION, ON AN ADVISORY BASIS, ON THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.   Management   1 Year   For   1 Year
  5    RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.   Management   For   For   For
  6    APPROVAL TO AMEND CISCO’S BYLAWS TO ESTABLISH A BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY.   Shareholder   Against   For   Against
  7    APPROVAL TO REQUIRE THE BOARD TO PUBLISH INTERNET FRAGMENTATION REPORT TO SHAREHOLDERS WITHIN SIX MONTHS.   Shareholder   Against   For   For
  8    APPROVAL TO REQUIRE THAT CISCO EXECUTIVES RETAIN A SIGNIFICANT PERCENTAGE OF STOCK UNTIL TWO YEARS FOLLOWING TERMINATION.   Shareholder   Against   For   Against


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity  

7600-1

  NORTHERN TRUST COMPANY   128,215     30-Nov-2011   30-Nov-2011
    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Dec-2011
  ISIN   HK0144000764    Agenda   703452754 - Management
  Record Date   08-Dec-2011    Holding Recon Date   08-Dec-2011
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   25-Nov-2011
  SEDOL(s)   5387719 - 6416139 - B01XX53    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 20111116/LTN20111116174.pdf   Non-Voting       None
  CMMT    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.   Non-Voting       None
  1    To approve and adopt the New Share Option Scheme and to terminate the Existing Share Option Scheme as set out in the EGM Notice   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
 

HLG01

  GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST  

616,241

    23-Nov-2011   29-Nov-2011
    MONSANTO COMPANY
  Security   61166W101    Meeting Type   Annual
  Ticker Symbol   MON    Meeting Date   24-Jan-2012
  ISIN   US61166W1018    Agenda   933535429 - Management
  Record Date   28-Nov-2011    Holding Recon Date   28-Nov-2011
  City / Country                       / United States    Vote Deadline Date   23-Jan-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A    ELECTION OF DIRECTOR: JANICE L. FIELDS   Management   For   For   For
  1B    ELECTION OF DIRECTOR: HUGH GRANT   Management   For   For   For
  1C    ELECTION OF DIRECTOR: C. STEVEN MCMILLAN   Management   For   For   Against
  1D    ELECTION OF DIRECTOR: ROBERT J. STEVENS   Management   For   For   Against
  02    RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.   Management   For   For   For
  03    ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION.   Management   For   For   Against
  04    APPROVAL OF THE MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF JANUARY 24, 2012).   Management   For   For   Against
  05    SHAREOWNER PROPOSAL REQUESTING A REPORT ON CERTAIN MATTERS RELATED TO GMO PRODUCTS.   Shareholder   Against   For   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity  

7600-1

  NORTHERN TRUST COMPANY   82,600     20-Jan-2012   20-Jan-2012
    EMERSON ELECTRIC CO.
  Security   291011104    Meeting Type   Annual
  Ticker Symbol   EMR    Meeting Date   07-Feb-2012
  ISIN   US2910111044    Agenda   933535695 - Management
  Record Date   29-Nov-2011    Holding Recon Date   29-Nov-2011
  City / Country                       / United States    Vote Deadline Date   06-Feb-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  01    DIRECTOR   Management      
     1    C. FERNANDEZ G.*   For   For   For
     2    A.F. GOLDEN*   Withheld   Against   Withheld
        Comments: Related Party Transactions Disclosure Concerns
     3    W.R. JOHNSON*   For   For   For
     4    J.B. MENZER*   For   For   For
     5    A.A. BUSCH III**   For   For   For
     6    R.L. RIDGWAY**   For   For   For
  02    APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION.   Management   For   For   For
  03    RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   Management   For   For   For
  04    APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE ISSUANCE OF A SUSTAINABILITY REPORT AS DESCRIBED IN THE PROXY STATEMENT.   Shareholder   Against   For   Against
  05    APPROVAL OF THE STOCKHOLDER PROPOSAL REGARDING DECLASSIFICATION OF THE BOARD OF DIRECTORS AS DESCRIBED IN THE PROXY STATEMENT.   Shareholder   For   Against   For
     Comments-A declassified board structure helps ensure director accountability


 

Account

Number

 

Account

Name

  Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   106,070     31-Jan-2012   31-Jan-2012
    NOVARTIS AG, BASEL   

 

 

 

  Security   H5820Q150    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Feb-2012
  ISIN   CH0012005267    Agenda   703587709 - Management
  Record Date   20-Feb-2012    Holding Recon Date   20-Feb-2012
  City / Country   BASEL / Switzerland    Vote Deadline Date   07-Feb-2012
  SEDOL(s)   7103065 - 7105083 - B01DMY5 - B10S3M3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 943705 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935314, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  A.1    Approval of the annual report, the financial statements of Novartis AG and the group consolidated financial statements for the business year 2011   Management   For   For   For
  A.2    Discharge from liability of the members of the board of directors and the Executive Committee   Management   For   For   For
  A.3    Appropriation of available earnings of Novartis AG and declaration of dividend: Balance brought forward: NIL; Net income of 2011: CHF 5,370,749,043; Partial use of free reserves: CHF 477,787,917; Available earnings at the disposal of the AGM: CHF 5,848,536,960; The Board of Directors proposed appropriation of available earnings as follows: Gross dividend of CHF 2.25 per dividend bearing share of CHF 0.50 nominal value: CHF -5,848,536,960; Balance to be carried forward: NIL   Management   For   For   For
  A.4    Reduction of share capital   Management   For   For   For
  A.511    Re-election of William Brody, M.D., PH.D.   Management   For   For   For
  A.512    Re-election of Srikant Datar, PH.D.   Management   For   For   For
  A.513    Re-election of Andreas Von Planta, PH.D.   Management   For   For   For
  A.514    Re-election of Dr. Ing. Wendelin Wiedeking   Management   For   For   For
  A.515    Re-election of Rolf M. Zinkernagel, M.D.   Management   For   For   For
  A.5.2    New-election of Dimitri Azar, M.D.   Management   For   For   For
  A.6    Appointment of the auditor, PricewaterhouseCoopers AG   Management   For   For   For
  B.    If shareholders at the annual general meeting propose additional and/or counter-proposals, I/we instruct the Independent Proxy to vote according to the proposal of the Board of Directors   Management   Abstain   For   Abstain
     Comments-Voting for this proposal will authorize a proxy to vote on undisclosed shareholder proposals
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   41,820     19-Feb-2012   20-Feb-2012
    APPLE INC.
  Security   037833100    Meeting Type   Annual
  Ticker Symbol   AAPL    Meeting Date   23-Feb-2012
  ISIN   US0378331005    Agenda   933542474 - Management
  Record Date   27-Dec-2011    Holding Recon Date   27-Dec-2011
  City / Country                       / United States    Vote Deadline Date   22-Feb-2012
  SEDOL(s)      Quick Code  


    Item    Proposal        Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    DIRECTOR   Management      
     1    WILLIAM V. CAMPBELL     For   For   For
     2    TIMOTHY D. COOK     For   For   For
     3    MILLARD S. DREXLER     Withheld   Against   Withheld
     4    AL GORE     Withheld   Against   Withheld
     5    ROBERT A. IGER     For   For   For
     6    ANDREA JUNG     For   For   For
     7    ARTHUR D. LEVINSON     Withheld   Against   Withheld
     8    RONALD D. SUGAR     For   For   For
  2    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.   Management   For   For   For
  3    ADVISORY VOTE ON EXECUTIVE COMPENSATION.   Management   For   For   For
  04    A SHAREHOLDER PROPOSAL ENTITLED “CONFLICT OF INTEREST REPORT”   Shareholder   Against   For   Against
  05    A SHAREHOLDER PROPOSAL ENTITLED “SHAREHOLDER SAY ON DIRECTOR PAY”   Shareholder   Against   For   Against
  06    A SHAREHOLDER PROPOSAL ENTITLED “REPORT ON POLITICAL CONTRIBUTIONS AND EXPENDITURES”   Shareholder   For   Against   For
  07    A SHAREHOLDER PROPOSAL ENTITLED “ADOPT A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS”   Shareholder   For   Against   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   16,300     16-Feb-2012   16-Feb-2012
    F5 NETWORKS, INC.
  Security   315616102    Meeting Type   Annual
  Ticker Symbol   FFIV    Meeting Date   15-Mar-2012
  ISIN   US3156161024    Agenda   933545672 - Management
  Record Date   09-Jan-2012    Holding Recon Date   09-Jan-2012
  City / Country                       / United States    Vote Deadline Date   14-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal    Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  01    ELECTION OF CLASS I DIRECTOR: JONATHAN CHADWICK    Management   For   For   For
  02    RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.    Management   For   For   For
  03    ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.    Management   For   For   For
  04    ADVISORY VOTE ON SHAREHOLDER PROPOSAL REGARDING DECLASSIFICATION OF OUR BOARD OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.    Shareholder   For   Against   For
     Comments-A declassified board structure helps ensure director accountability  
  Account Number     Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

                 
  1765020    

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   25,700     14-Mar-2012   14-Mar-2012
    COCA-COLA FEMSA, S.A.B DE C.V.    
  Security   191241108    Meeting Type   Annual
  Ticker Symbol   KOF    Meeting Date   20-Mar-2012
  ISIN   US1912411089    Agenda   933560840 - Management
  Record Date   05-Mar-2012    Holding Recon Date   05-Mar-2012
  City / Country                       / United States    Vote Deadline Date   15-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  V    ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.   Management   Against     Against
     Comments-Slate election; Related party transactions; Board size; Lack of committee independence; Other governance issues
  Account Number     Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

                 
  1765020    

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   26,700     15-Mar-2012   15-Mar-2012
    ANTA SPORTS PRODUCTS LTD  

 

  Security   G04011105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   KYG040111059    Agenda   703632427 - Management
  Record Date   28-Mar-2012    Holding Recon Date   28-Mar-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1YVKN8 - B235FM2 - B2468S1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      


  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0301/LTN20120301416.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item    
  1    To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditor of the Company for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend in respect of the year ended 31 December 2011   Management   For   For   For
  3    To re-elect Mr. Ding Shijia as executive director of the Company   Management   For   For   For
  4    To re-elect Mr. Lai Shixian as executive director of the Company   Management   For   For   For
  5    To re-elect Mr. Yeung Chi Tat as independent non-executive director of the Company   Management   For   For   For
  6    To authorise the board of directors of the Company to fix the remuneration of the Company’s directors   Management   Against   Against   Against
     Comments-Fees are excessive    
  7    To re-appoint KPMG as the Company’s auditor and to authorise the board of directors of the Company to fix their remuneration   Management   For   For   For
  8    To grant a general mandate to the directors of the Company to allot, issue and deal with the Company’s shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  9    To grant a general mandate to the directors of the Company to repurchase the Company’s shares   Management   For   For   For
  10    To extend the general mandate granted to the directors of the Company under resolution no. 8 by the number of shares repurchased   Management   Against   Against   Against
     Comments-Lack of information regarding discount rate of issue price.    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   1,571,000     21-Mar-2012   21-Mar-2012
    LONZA GROUP AG, BASEL
  Security   H50524133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   CH0013841017    Agenda   703648925 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   BASEL / Switzerland    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   7333378 - B02VB63 - B0BDCM3 - B10LNL1 - B6RW2S2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
  1    TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS   Registration   For   Against   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   42,600     14-Mar-2012   20-Mar-2012
    LONZA GROUP AG, BASEL
  Security   H50524133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   CH0013841017    Agenda   703652936 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   BASEL / Switzerland    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   7333378 - B02VB63 - B0BDCM3 - B10LNL1 - B6RW2S2    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935345, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  1    Consolidated Financial Statements of Lonza Group for 2011, Report of the Group Auditors   Management   For   For   For
  2    Annual Activity Report and Financial Statements of Lonza Group Ltd for 2011, Report of the Statutory Auditors   Management   For   For   For
  3    Remuneration Report   Management   For   For   For
  4    Appropriation of Available Earnings / Reserves from Contribution of Capital   Management   For   For   For
  5    Ratification of the Acts of the Members of the Board of Directors   Management   For   For   For
  6.1    Re-election to the Board of Directors : Patrick Aebischer   Management   For   For   For
  6.2    Re-election to the Board of Directors : Jean- Daniel Gerber   Management   For   For   For
  6.3    Re-election to the Board of Directors : Gerhard Mayr   Management   For   For   For
  6.4    Re-election to the Board of Directors : Rolf Soiron   Management   For   For   For
  6.5    Re-election to the Board of Directors : Sir Richard Sykes   Management   For   For   For
  6.6    Re-election to the Board of Directors : Peter Wilden   Management   For   For   For
  6.7    Election to the Board of Directors : Margot Scheltema   Management   For   For   For
  6.8    Election to the Board of Directors : Jorg Reinhardt   Management   For   For   For
  7    Election of the Statutory Auditors (also to act as Group Auditors) : Re-election of KPMG Ltd, Zurich, for the 2012 fiscal year   Management   For   For   For
  8    AD Hoc   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN TRUST

  42,600     23-Mar-2012   23-Mar-2012
    SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
  Security   806857108    Meeting Type   Annual
  Ticker Symbol   SLB    Meeting Date   11-Apr-2012
  ISIN   AN8068571086    Agenda   933556827 - Management
  Record Date   22-Feb-2012    Holding Recon Date   22-Feb-2012
  City / Country                       / United States    Vote Deadline Date   10-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: PETER L.S. CURRIE   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: TONY ISAAC   Management   Against   Against   Against
     Comments-Related Party Transactions Disclosure Concerns    
  1C.    ELECTION OF DIRECTOR: K. VAMAN KAMATH   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: PAAL KIBSGAARD   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: ADRIAN LAJOUS   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: MICHAEL E. MARKS   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: ELIZABETH A. MOLER   Management   For   For   For
  1I.    ELECTION OF DIRECTOR: LUBNA S. OLAYAN   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: L. RAFAEL REIF   Management   For   For   For
  1K.    ELECTION OF DIRECTOR: TORE I. SANDVOLD   Management   For   For   For
  1L.    ELECTION OF DIRECTOR: HENRI SEYDOUX   Management   For   For   For
  2.    TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.   Management   For   For   For
  3.    TO APPROVE THE COMPANY’S 2011 FINANCIAL STATEMENTS AND DECLARATIONS OF DIVIDENDS.   Management   For   For   For
  4.    TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   Management   For   For   For
  5.    TO APPROVE AMENDMENTS TO THE COMPANY’S 2004 STOCK AND DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND MAKE CERTAIN TECHNICAL CHANGES.   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

 

NORTHERN TRUST COMPANY

  67,790     10-Apr-2012   10-Apr-2012
    L’OREAL S.A., PARIS
  Security   F58149133    Meeting Type   MIX
  Ticker Symbol      Meeting Date   17-Apr-2012
  ISIN   FR0000120321    Agenda   703646452 - Management
  Record Date   11-Apr-2012    Holding Recon Date   11-Apr-2012
  City / Country   PARIS / France    Vote Deadline Date   03-Apr-2012
  SEDOL(s)   4057808 - 4067089 - 4084282 - 4534787 - 7164619 - B033469 - B10LP48 - B23V2F2 - B6ZFS07    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/publications/balo/pdf/2012/0309/20 1203091-200754.pdf AND https://balo.journal- officiel.gouv.fr/pdf/2012/0330/20120330120- 1173.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item    
  O.1    Approval of the corporate financial statements for the financial year 2011   Management   For   For   For
  O.2    Approval of the consolidated financial statements for the financial year 2011   Management   For   For   For
  O.3    Allocation of income for the financial year 2011 and setting the dividend   Management   For   For   For
  O.4    Appointment of Mr. Jean-Victor Meyers as Board member   Management   For   For   For
  O.5    Appointment of Mr. Paul Bulcke as Board member   Management   For   For   For
  O.6    Appointment of Mrs. Christiane Kuehne as Board member   Management   For   For   For
  O.7    Renewal of term of Mr. Jean-Pierre Meyers as Board member   Management   Against   Against   Against
     Comments-Affiliate/Insider on Compensation Committee    
  O.8    Renewal of term of Mr. Bernard Kasriel as Board member   Management   For   For   For
  O.9    Authorization to allow the Company to repurchase its own shares   Management   For   For   For
  E.10    Capital reduction by cancelling shares acquired by the Company pursuant to Articles L.225-208 and L.225-209 of the Commercial Code   Management   For   For   For
  E.11    Amendments to the Statutes   Management   For   For   For
  E.12    Powers to carry out all legal formalities   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN TRUST

  20,710     02-Apr-2012   06-Apr-2012
    NESTLE S.A.
  Security   641069406    Meeting Type   Annual
  Ticker Symbol   NSRGY    Meeting Date   19-Apr-2012
  ISIN   US6410694060    Agenda   933572302 - Management
  Record Date   09-Mar-2012    Holding Recon Date   09-Mar-2012
  City / Country                       / United States    Vote Deadline Date   11-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2011   Management   For   For   For
  1B.    ACCEPTANCE OF THE COMPENSATION REPORT 2011 (ADVISORY VOTE)   Management   For   For   For
  2.    RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT   Management   For   For   For
  3.    APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2011   Management   For   For   For
  4A.    RE-ELECTION TO THE BOARD OF DIRECTOR: MR. DANIEL BOREL   Management   For   For   For
  4B.    ELECTION TO THE BOARD OF DIRECTOR: MR. HENRI DE CASTRIES   Management   For   For   For
  4C.    RE-ELECTION OF THE STATUTORY AUDITOR: KPMG SA, GENEVA BRANCH   Management   For   For   For
  5.    CAPITAL REDUCTION (BY CANCELLATION OF SHARES)   Management   For   For   For
  6.    IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE ANNUAL GENERAL MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE IN FAVOR OF THE PROPOSAL OF THE BOARD OF DIRECTORS   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  7.    MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS FURTHER DISCUSSED IN THE COMPANY’S INVITATION)   Management   Against   Against   Case By Case
     Comments-Insufficient information provided.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   115,155     11-Apr-2012   11-Apr-2012
    TERADATA CORPORATION
  Security   88076W103    Meeting Type   Annual
  Ticker Symbol   TDC    Meeting Date   20-Apr-2012
  ISIN   US88076W1036    Agenda   933557742 - Management
  Record Date   28-Feb-2012    Holding Recon Date   28-Feb-2012
  City / Country   / United States    Vote Deadline Date   19-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: MICHAEL F. KOEHLER   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: JAMES M. RINGLER   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: JOHN G. SCHWARZ   Management   For   For   For
  2.    APPROVAL OF THE TERADATA 2012 STOCK INCENTIVE PLAN.   Management   For   For   For
  3.    APPROVAL OF THE TERADATA CORPORATION EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED.   Management   For   For   For
  4.    AN ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION.   Management   For   For   For
  5.    APPROVAL OF AN AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.   Management   For   For   For
  6.    APPROVAL OF THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   65,800     17-Apr-2012   17-Apr-2012
    SHIRE PLC, ST HELIER
  Security   G8124V108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   24-Apr-2012
  ISIN   JE00B2QKY057    Agenda   703676126 - Management
  Record Date      Holding Recon Date   20-Apr-2012
  City / Country   DUBLIN / Jersey    Vote Deadline Date   10-Apr-2012
  SEDOL(s)   B2QKY05 - B39HMQ2 - B39J5V4 - B39J763    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the Company’s accounts for the year ended December 31, 2011 and reports of the Directors and Auditor   Management   For   For   For
  2    To approve the remuneration report   Management   For   For   For
  3    To re-elect William Burns as a Director of the Company   Management   For   For   For
  4    To re-elect Matthew Emmens as a Director of the Company   Management   For   For   For
  5    To re-elect Dr. David Ginsburg as a Director of the Company   Management   For   For   For
  6    To re-elect Graham Hetherington as a Director of the Company   Management   For   For   For


  7    To re-elect David Kappler as a Director of the Company   Management   For   For   For
  8    To re-elect Anne Minto as a Director of the Company   Management   For   For   For
  9    To re-elect Angus Russell as a Director of the Company   Management   For   For   For
  10    To re-elect David Stout as a Director of the Company   Management   For   For   For
  11    To elect Susan Kilsby as a Director of the Company   Management   For   For   For
  12    To re-appoint Deloitte LLP as the Company’s Auditor   Management   For   For   For
  13    To authorize the Audit, Compliance & Risk Committee to determine the remuneration of the Auditor   Management   For   For   For
  14    To authorize the allotment of shares   Management   For   For   For
  15    To authorize the disapplication of pre-emption rights   Management   For   For   For
  16    To authorize market purchases   Management   For   For   For
  17    To approve the notice period for general meetings   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   71,500     10-Apr-2012   17-Apr-2012
    WELLS FARGO & COMPANY
  Security   949746101    Meeting Type   Annual
  Ticker Symbol   WFC    Meeting Date   24-Apr-2012
  ISIN   US9497461015    Agenda   933560369 - Management
  Record Date   24-Feb-2012    Holding Recon Date   24-Feb-2012
  City / Country   / United States    Vote Deadline Date   23-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A)    ELECTION OF DIRECTOR: JOHN D. BAKER II   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards; Other unique issue
  1B)    ELECTION OF DIRECTOR: ELAINE L. CHAO   Management   For   For   For
  1C)    ELECTION OF DIRECTOR: JOHN S. CHEN   Management   For   For   For
  1D)    ELECTION OF DIRECTOR: LLOYD H. DEAN   Management   For   For   For
  1E)    ELECTION OF DIRECTOR: SUSAN E. ENGEL   Management   For   For   For
  1F)    ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.   Management   For   For   For
  1G)    ELECTION OF DIRECTOR: DONALD M. JAMES   Management   Against   Against   Against
     Comments-Other unique issue
  1H)    ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN   Management   For   For   Against
     Comments-Affiliate/Insider on NomGov Committee
  1I)    ELECTION OF DIRECTOR: NICHOLAS G. MOORE   Management   For   For   For
  1J)    ELECTION OF DIRECTOR: FEDERICO F. PENA   Management   For   For   For
  1K)    ELECTION OF DIRECTOR: PHILIP J. QUIGLEY   Management   Against   Against   Against
     Comments-Affiliate/Insider on NomGov Committee; Affiliate/Insider on Audit Committee
  1L)    ELECTION OF DIRECTOR: JUDITH M. RUNSTAD   Management   For   For   For
  1M)    ELECTION OF DIRECTOR: STEPHEN W. SANGER   Management   For   For   For
  1N)    ELECTION OF DIRECTOR: JOHN G. STUMPF   Management   For   For   For
  1O)    ELECTION OF DIRECTOR: SUSAN G. SWENSON   Management   For   For   For
  2.    PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO APPROVE THE NAMED EXECUTIVES’ COMPENSATION.   Management   For   For   For
  3.    PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR 2012.   Management   For   For   For
  4.    STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.   Shareholder   For   Against   For
     Comments-An independent chairman avoids the conflict of interest present when a CEO is responsible for self-oversight.
  5.    STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN CONTESTED DIRECTOR ELECTIONS.   Shareholder   For   Against   For
     Comments-Cumulative voting allows for the creation of boards that are more responsive to all shareholders, not just majority shareholders
  6.    STOCKHOLDER PROPOSAL TO AMEND THE COMPANY’S BY-LAWS TO ALLOW STOCKHOLDERS TO NOMINATE DIRECTOR CANDIDATES FOR INCLUSION IN THE COMPANY’S PROXY MATERIALS.   Shareholder   For   Against   For
     Comments-Shareholders that own a significant stake in the Company should be able to nominate directors
  7.    STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE SERVICING OPERATIONS.   Shareholder   For   Against   Against
     Comments-Greater disclosure in this area is welcome and should not be difficult for a company of this size to comply.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   260,660     17-Apr-2012   17-Apr-2012
    PRAXAIR, INC.
  Security   74005P104    Meeting Type   Annual
  Ticker Symbol   PX    Meeting Date   24-Apr-2012
  ISIN   US74005P1049    Agenda   933562729 - Management
  Record Date   01-Mar-2012    Holding Recon Date   01-Mar-2012
  City / Country   / United States    Vote Deadline Date   23-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    DIRECTOR   Management      
     1   STEPHEN F. ANGEL   For   For   For
     2   OSCAR BERNARDES   For   For   For
     3   BRET K. CLAYTON   For   For   For
     4   NANCE K. DICCIANI   For   For   For
     5   EDWARD G. GALANTE   For   For   For
     6   CLAIRE W. GARGALLI   For   For   For
     7   IRA D. HALL   For   For   For
     8   RAYMOND W. LEBOEUF   For   For   For
     9   LARRY D. MCVAY   For   For   For
     10   WAYNE T. SMITH   For   For   For
     11   ROBERT L. WOOD   For   For   For
  2    TO APPROVE AMENDMENTS TO PRAXAIR’S RESTATED CERTIFICATE OF INCORPORATION TO PERMIT SHAREHOLDERS TO CALL SPECIAL MEETINGS OF SHAREHOLDERS.   Management   For   For   For
  3    TO APPROVE, ON AN ADVISORY AND NON- BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2012 PROXY STATEMENT.   Management   For   For   For
  4    A SHAREHOLDER PROPOSAL REGARDING ELECTIONEERING POLICIES AND CONTRIBUTIONS.   Shareholder   Against   For   Against
  5    TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF – Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   29,320     17-Apr-2012   17-Apr-2012
    LAZARD LTD
  Security   G54050102    Meeting Type   Annual
  Ticker Symbol   LAZ    Meeting Date   24-Apr-2012
  ISIN   BMG540501027    Agenda   933575980 – Management
  Record Date   02-Mar-2012    Holding Recon Date   02-Mar-2012
  City / Country                        / United States    Vote Deadline Date   23-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1.    DIRECTOR   Management      
     1   ASHISH BHUTANI   For   For   For
     2   STEVEN J. HEYER   Withheld   Against   Withheld
       Comments:   Ongoing Compensation Concerns
     3   SYLVIA JAY   Withheld   Against   Withheld
       Comments:   Ongoing Compensation Concerns
     4   VERNON E. JORDAN, JR.   For   For   For
  2.    RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS LAZARD LTD’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 AND AUTHORIZATION OF LAZARD LTD’S BOARD OF DIRECTORS, ACTING BY THE AUDIT COMMITTEE, TO SET THEIR REMUNERATION.   Management   For   For   For
  3.    NON-BINDING ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION.   Management   Against   Against   Against
     Comments-excessive discretion; pay for performance disconnect; no performance-based awards under STI and LTI
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1  

NORTHERN

TRUST

COMPANY

  81,790     23-Apr-2012   23-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612497 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country                        / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against   Against
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1  

NORTHERN

TRUST

COMPANY

  79,800     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612512 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country                        / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against   Against
     Comments-Not enough independent directors on board.
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   79,800     20-Apr-2012   20-Apr-2012
    SVB FINANCIAL GROUP
  Security   78486Q101    Meeting Type   Annual
  Ticker Symbol   SIVB    Meeting Date   26-Apr-2012
  ISIN   US78486Q1013    Agenda   933562248 - Management
  Record Date   28-Feb-2012    Holding Recon Date   28-Feb-2012
  City / Country                        / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.    DIRECTOR   Management      
     1    GREG W. BECKER   For   For   For
     2    ERIC A. BENHAMOU   For   For   For
     3    DAVID M. CLAPPER   For   For   For
     4    ROGER F. DUNBAR   For   For   For
     5    JOEL P. FRIEDMAN   For   For   For
     6    C. RICHARD KRAMLICH   For   For   For
     7    LATA KRISHNAN   For   For   For
     8    JEFFREY N. MAGGIONCALDA   For   For   For
     9    KATE D. MITCHELL   For   For   For
     10    JOHN F. ROBINSON   For   For   For
     11    GAREN K. STAGLIN   For   For   For
     12    KYUNG H. YOON   For   For   For
  2.    TO APPROVE THE COMPANY’S 2006 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED, TO RESERVE AN ADDITIONAL 2,100,000 SHARES OF COMMON STOCK FOR ISSUANCE THEREUNDER.   Management   Against   Against   Against
     Comments-Fails expensed cost tests
  3.   

TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2012.

  Management   For   For   For
  4.   

TO APPROVE AN ADVISORY (NON-BINDING) PROPOSAL ON THE COMPANY’S EXECUTIVE COMPENSATION (“SAY ON PAY”).

  Management   For   For   For
  5.   

TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF, ACCORDING TO THE PROXY HOLDERS’ DECISION AND IN THEIR DISCRETION.

  Management   Against     Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   39,700     24-Apr-2012   24-Apr-2012
    EBAY INC.
  Security   278642103    Meeting Type   Annual
  Ticker Symbol   EBAY    Meeting Date   26-Apr-2012
  ISIN   US2786421030    Agenda   933573760 - Management
  Record Date   08-Mar-2012    Holding Recon Date   08-Mar-2012
  City / Country                       / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: MARC L. ANDREESSEN   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: WILLIAM C. FORD, JR.   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: DAWN G. LEPORE   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: KATHLEEN C. MITIC   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: PIERRE M. OMIDYAR   Management   For   For   For
  2.    TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS   Management   For   For   For
  3.    APPROVE AMENDMENT & RESTATEMENT OF 2008 EQUITY INCENTIVE AWARD PLAN, INCLUDING AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER PLAN BY 16.5 MILLION SHARES   Management   For   For   For
  4.    TO APPROVE OUR EMPLOYEE STOCK PURCHASE PLAN.   Management   For   For   For


  5.    TO ADOPT AND APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.   Management   For   For   For
  6.    AMENDMENT TO OUR AMENDED & RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO CALL A SPECIAL MEETING   Management   For   For   For
  7.    RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2012   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   187,200     24-Apr-2012   24-Apr-2012
    ABBOTT LABORATORIES
  Security   002824100    Meeting Type   Annual
  Ticker Symbol   ABT    Meeting Date   27-Apr-2012
  ISIN   US0028241000    Agenda   933560408 - Management
  Record Date   29-Feb-2012    Holding Recon Date   29-Feb-2012
  City / Country   / United States    Vote Deadline Date   26-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.    DIRECTOR   Management      
     1   R.J. ALPERN   For   For   For
     2   R.S. AUSTIN   For   For   For
     3   S.E. BLOUNT   For   For   For
     4   W.J. FARRELL   For   For   For
     5   E.M. LIDDY   For   For   For
     6   N. MCKINSTRY   Withheld   Against   Withheld
       Comments:   Director Serves on Too Many Boards
     7   P.N. NOVAKOVIC   For   For   For
     8   W.A. OSBORN   For   For   For
     9   S.C. SCOTT III   For   For   For
     10   G.F. TILTON   For   For   For
     11   M.D. WHITE   For   For   For
  2.    RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS   Management   For   For   For
  3.    SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION   Management   For   For   For
  4.    SHAREHOLDER PROPOSAL - TRANSPARENCY IN ANIMAL RESEARCH   Shareholder   Against   For   Against
  5.    SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE   Shareholder   For   Against   For
     Comments-The Company does not maintain explicit board oversight of its political contributions
  6.    SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIR   Shareholder   For   Against   For
     Comments-An independent chairman avoids the conflict of interest present when a CEO is responsible for self-oversight.
  7.    SHAREHOLDER PROPOSAL - TAX GROSS- UPS   Shareholder   For   Against   For
     Comments-Tax gross-ups can act as an anti-takeover measure and can render compensation less transparent to shareholders
  8.    SHAREHOLDER PROPOSAL - EQUITY RETENTION AND HEDGING   Shareholder   Against   For   Against
  9.    SHAREHOLDER PROPOSAL - INCENTIVE COMPENSATION   Shareholder   For   Against   For
     Comments-For purposes of compensation, executives should not be insulated from instances of investigations, litigation, settlements, product recalls or withdrawals
  10.    SHAREHOLDER PROPOSAL - BAN ACCELERATED VESTING OF AWARDS UPON A CHANGE IN CONTROL   Shareholder   For   Against   For
     Comments-The Company could be required to make significant payments to executives, even if they still retain a position with the Company or a surviving entity
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   42,980     25-Apr-2012   25-Apr-2012
    SIGMA-ALDRICH CORPORATION
  Security   826552101    Meeting Type   Annual
  Ticker Symbol   SIAL    Meeting Date   01-May-2012
  ISIN   US8265521018    Agenda   933558667 - Management
  Record Date   02-Mar-2012    Holding Recon Date   02-Mar-2012
  City / Country   / United States    Vote Deadline Date   30-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: REBECCA M. BERGMAN   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: GEORGE M. CHURCH   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: W. LEE MCCOLLUM   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: AVI M. NASH   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: STEVEN M. PAUL   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: J. PEDRO REINHARD   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: RAKESH SACHDEV   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: D. DEAN SPATZ   Management   For   For   For
  1I.    ELECTION OF DIRECTOR: BARRETT A. TOAN   Management   For   For   For


  2.    RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2012   Management   For   For   For
  3.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   72,900     30-Apr-2012   30-Apr-2012
    EMC CORPORATION
  Security   268648102    Meeting Type   Annual
  Ticker Symbol   EMC    Meeting Date   01-May-2012
  ISIN   US2686481027    Agenda   933561501 - Management
  Record Date   01-Mar-2012    Holding Recon Date   01-Mar-2012
  City / Country                       / United States    Vote Deadline Date   30-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A    ELECTION OF DIRECTOR: MICHAEL W. BROWN   Management   For   For   For
  1B    ELECTION OF DIRECTOR: RANDOLPH L. COWEN   Management   For   For   For
  1C    ELECTION OF DIRECTOR: GAIL DEEGAN   Management   For   For   For
  1D    ELECTION OF DIRECTOR: JAMES S. DISTASIO   Management   For   For   For
  1E    ELECTION OF DIRECTOR: JOHN R. EGAN   Management   For   For   For
  1F    ELECTION OF DIRECTOR: EDMUND F. KELLY   Management   For   For   For
  1G    ELECTION OF DIRECTOR: WINDLE B. PRIEM   Management   For   For   For
  1H    ELECTION OF DIRECTOR: PAUL SAGAN   Management   For   For   For
  1I    ELECTION OF DIRECTOR: DAVID N. STROHM   Management   For   For   For
  1J    ELECTION OF DIRECTOR: JOSEPH M. TUCCI   Management   For   For   For
  02    RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS EMC’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012, AS DESCRIBED IN EMC’S PROXY STATEMENT.   Management   For   For   For
  03    ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION, AS DESCRIBED IN EMC’S PROXY STATEMENT.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   246,150     30-Apr-2012   30-Apr-2012
    KUEHNE + NAGEL INTERNATIONAL AG, NAGEL INTERNATIO
  Security   H4673L145    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   08-May-2012
  ISIN   CH0025238863    Agenda   703731756 - Management
  Record Date   02-May-2012    Holding Recon Date   02-May-2012
  City / Country   SCHINDELLEGI / Switzerland    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   B142S60 - B142SF9 - B14SY93 - B2QTL78    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting     None
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935825, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting     None
  1    Approval of the annual report, the business report and the consolidated financial statements for the business year 2011   Management   No Action   For
  2    Resolution Regarding the Appropriation of the Balance Sheet Profit   Management   No Action   For
  3    Discharge of the members of the Board of Directors and the members of the Management Board   Management   No Action   For
  4.a    The Board of Directors proposes to re-elect Dr. Renato Fassbind for a new tenure of one year to the Board of Directors   Management   No Action   For


  4.b    The Board of Directors proposes to re-elect Juergen Fitschen for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.c    The Board of Directors proposes to re-elect Karl Gernandt for a new tenure of one year to the Board of Directors   Management   No Action     Against
  4.d    The Board of Directors proposes to re-elect Hans-Joerg Hager for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.e    The Board of Directors proposes to re-elect Klaus-Michael Kuehne for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.f    The Board of Directors proposes to re-elect Hans Lerch for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.g    The Board of Directors proposes to re-elect Dr. Thomas Staehelin for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.h    The Board of Directors proposes to re-elect Dr. Joerg Wolle for a new tenure of one year to the Board of Directors   Management   No Action     For
  4.i    The Board of Directors proposes to re-elect Bernd Wrede for a new tenure of one year to the Board of Directors   Management   No Action     Against
  5    The Board of Directors proposes to re-elect KPMG AG, Zurich, as auditors for the business year 2012   Management   No Action     For
  6.a    The Board of Directors proposes to maintain the authorized share capital by renewing article 3.3 of the Articles of Association as specified   Management   No Action     Against
  6.b    The Board of Directors proposes to add the following new article 3.5 to the Articles of Association as specified   Management   No Action     Against
  6.c    The Board of Directors proposes to amend article 4 of the Articles of Association as specified   Management   No Action     For
  6.d    The Board of Directors proposes article 17.4 of the Articles of Association to be reworded as specified   Management   No Action     For
  6.e    The Board of Directors proposes deletion of Article 24 of the Articles of Association   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   19,430     19-Apr-2012   19-Apr-2012
    3M COMPANY
  Security   88579Y101    Meeting Type   Annual
  Ticker Symbol   MMM    Meeting Date   08-May-2012
  ISIN   US88579Y1010    Agenda   933562185 - Management
  Record Date   09-Mar-2012    Holding Recon Date   09-Mar-2012
  City / Country                       / United States    Vote Deadline Date   07-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: LINDA G. ALVARADO   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: VANCE D. COFFMAN   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: MICHAEL L. ESKEW   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: W. JAMES FARRELL   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: HERBERT L. HENKEL   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: EDWARD M. LIDDY   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: ROBERT S. MORRISON   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: AULANA L. PETERS   Management   Against   Against   Against
     Comments-Other unique issue  
  1I.    ELECTION OF DIRECTOR: INGE G. THULIN   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: ROBERT J. ULRICH   Management   For   For   For
  2.    TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS 3M’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   Management   For   For   For
  3.    ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.   Management   For   For   For
  4.    TO APPROVE THE 2012 AMENDED AND RESTATED GENERAL EMPLOYEES STOCK PURCHASE PLAN.   Management   For   For   For
  5.    TO APPROVE THE AMENDED 2008 LONG- TERM INCENTIVE PLAN.   Management   For   For   For
  6.    STOCKHOLDER PROPOSAL ON LOBBYING.   Shareholder   For   Against   For
     Comments-Increased disclosure would help shareholders evaluate risks
  7.    STOCKHOLDER PROPOSAL TO PROHIBIT POLITICAL SPENDING FROM CORPORATE TREASURY FUNDS.   Shareholder   Against   For   Against
  8.    STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN.   Shareholder   For   Against   For
     Comments-An independent chairman avoids the conflict of interest present when a CEO is responsible for self-oversight.    
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   30,570     07-May-2012   07-May-2012
    L’AIR LIQUIDE, PARIS
  Security   F01764103    Meeting Type   MIX
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   FR0000120073    Agenda   703619669 - Management
  Record Date   03-May-2012    Holding Recon Date   03-May-2012
  City / Country   PARIS / France    Vote Deadline Date   25-Apr-2012
  SEDOL(s)   4011406 - 4011484 - 7163832 - B01DBK4 - B03XPC2 - B0YLS71 - B1W3FC0 - B1YXBJ7 - B1YXBN1 - B1YXQ70    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2012/0222/201202221200410. pdf AND ht-tps://balo.journal- officiel.gouv.fr/pdf/2012/0321/201203211201016. pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1    Approval of the corporate financial statements for the financial year 2011   Management   For   For   For
  O.2    Approval of the consolidated financial statements for the financial year 2011   Management   For   For   For
  O.3    Allocation of income for the financial year 2011 and setting the dividend   Management   For   For   For
  O.4    Authorization granted for 18 months to the Board of Directors to allow the Company to trade its own shares   Management   For   For   For
  O.5    Renewal of term of Mrs. Karen Katen as Board member   Management   For   For   For
  O.6    Appointment of Mr. Pierre Dufour as Board member   Management   For   For   For
  O.7    Approval of the commitment pursuant to Articles L.225-38 and L.225-42-1 of the Commercial Code and approval of the special report of the Statutory Auditors, relating to Mr. Pierre Dufour   Management   For   For   For
  E.8    Authorization granted for 24 months to the Board of Directors to reduce capital by cancellation of treasury shares   Management   For   For   For
  E.9    Delegation of authority granted for 26 months to the Board of Directors to increase share capital by incorporation of premiums, reserves, profits or otherwise in order to allocate free shares to shareholders and/or raise the nominal value of existing shares for a maximum amount of 250 Million Euros   Management   For   For   For
  E.10    Delegation of authority granted for 26 months to the Board of Directors to carry out capital increases reserved for members of a company savings plan or group savings plan   Management   For   For   For
  E.11    Delegation of authority granted for 18 months to the Board of Directors to carry out capital increases reserved for a category of beneficiaries   Management   For   For   For
  O.12    Powers to carry out all legal formalities   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   29,237     24-Apr-2012   27-Apr-2012
    STANDARD CHARTERED PLC, LONDON
  Security   G84228157    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   GB0004082847    Agenda   703674829 - Management
  Record Date      Holding Recon Date   07-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   25-Apr-2012
  SEDOL(s)   0408284 - 6558484 - 7032039 - B02TBL2    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the Company’s annual report and accounts for the financial year ended 31 December 2011 together with the reports of the directors and auditors   Management   For   For   For
  2    To declare a final dividend of 51.25 US cents per ordinary share for the year ended 31 December 2011   Management   For   For   For
  3    To approve the directors’ remuneration report for the year ended 31 December 2011, as set out on pages 126 to 151 of the annual report and accounts   Management   For   For   For
  4    To elect Mr V Shankar, who has been appointed as an executive director by the Board since the last AGM of the Company   Management   For   For   For
  5    To re-elect Mr S P Bertamini, an executive director   Management   For   For   For
  6    To re-elect Mr J S Bindra, an executive director   Management   For   For   For
  7    To re-elect Mr R Delbridge, a non-executive director   Management   For   For   For
  8    To re-elect Mr J F T Dundas, a non-executive director   Management   For   For   For
  9    To re-elect Miss V F Gooding CBE, a non- executive director   Management   For   For   For
  10    To re-elect Dr Han Seung-soo KBE, a non- executive director   Management   For   For   For
  11    To re-elect Mr S J Lowth, a non-executive director   Management   For   For   For
  12    To re-elect Mr R H P Markham, a non-executive director   Management   For   For   For
  13    To re-elect Ms R Markland, a non-executive director   Management   For   For   For
  14    To re-elect Mr R H Meddings, an executive director   Management   For   For   For
  15    To re-elect Mr J G H Paynter, a non-executive director   Management   For   For   For
  16    To re-elect Sir John Peace, as Chairman   Management   For   For   For
  17    To re-elect Mr A M G Rees, an executive director   Management   For   For   For
  18    To re-elect Mr P A Sands, an executive director   Management   For   For   For
  19    To re-elect Mr P D Skinner, a non-executive director   Management   For   For   For
  20    To re-elect Mr O H J Stocken, a non-executive director   Management   For   For   For
  21    To re-appoint KPMG Audit Plc as auditor to the Company from the end of the AGM until the end of next year’s AGM   Management   For   For   For
  22    To authorise the Board to set the auditor’s fees   Management   For   For   For
  23    That in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries during the period for which this resolution has effect are authorised to: (A) make donations to political parties and/or independent election candidates not exceeding GBP 100,000 in total; (B) make donations to political organisations other than political parties not exceeding GBP 100,000 in total; and (C) incur political expenditure not exceeding GBP 100,000 in total, (as such terms are defined in sections 363 to 365 of the Companies Act 2006) provided that the aggregate amount of any such donations and expenditure shall not exceed GBP 100,000 during the period beginning with the date of passing this resolution and expiring at the end of the next year’s AGM, unless such authority has been CONTD   Management   For   For   For
  CONT    CONTD previously renewed, revoked or varied by the Company in a general-meeting   Non-Voting       None
     Comments-Non Voting Agenda Item
  24    That the Board be authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: (A) up to a nominal amount of USD 238,461,246 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (B) or (C) so that in total no more than USD 397,435,410 can be allotted under paragraphs (A) and (B) and no more than USD 794,870,820 can be allotted under paragraphs (A), (B) and (C)); (B) up to a nominal amount of USD 397,435,410 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (A) or (C) so that in total no more than USD 397,435,410 can be allotted under paragraphs (A) and (B) and no more than USD 794,870,820 can be allotted under paragraphs (A), (B) and (C)) in connection with CONTD   Management   For   For   For


  CONT    CONTD : (i) an offer or invitation: (a) to ordinary shareholders in-proportion (as nearly as may be practicable) to their existing holdings; and-(b) to holders of other equity securities as required by the rights of those-securities or as the Board otherwise considers necessary, and so that the- Board may impose any limits or restrictions and make any arrangements which-it considers necessary or appropriate to deal with treasury shares,-fractional entitlements, record dates, legal, regulatory or practical-problems in, or under the laws of, any territory or any other matter; and-(ii) a scrip dividend scheme or similar arrangement implemented in accordance-with the articles of association of the Company; (C) comprising equity-securities (as defined in section 560(1) of the Companies Act 2006) up to a-nominal amount of USD CONTD   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CONT    CONTD 794,870,820 (such amount to be restricted to the extent that any-allotments or grants are made under paragraphs (A) or (B) so that in total no-more than USD 794,870,820 can be allotted) in connection with an offer by way-of a rights issue: (i) to ordinary shareholders in proportion (as nearly as-may be practicable) to their existing holdings; and (ii) to holders of other- equity securities as required by the rights of those securities or as the-Board otherwise considers necessary, and so that the Board may impose any-limits or restrictions and make any arrangements which it considers necessary-or appropriate to deal with treasury shares, fractional entitlements, record-dates, legal, regulatory or practical problems in, or under the laws of, any-territory or any other matter; and (D) pursuant to the terms of any CONTD   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CONT    CONTD existing share scheme of the Company or any of its subsidiary-undertakings adopted prior to the date of this meeting, such authorities to-apply until the end of next year’s AGM (or, if earlier, until the close of-business on 8 August 2013) but, in each such case, during this period the-Company may make offers and enter into agreements which would, or might,-require shares to be allotted or rights to subscribe for or convert-securities into shares to be granted after the authority ends and the Board-may allot shares or grant rights to subscribe for or convert securities into-shares under any such offer or agreement as if the authority had not ended   Non-Voting       None
     Comments-Non Voting Agenda Item        
  25    That the authority granted to the Board to allot shares or grant rights to subscribe for or convert securities into shares up to a nominal amount of USD 238,461,246 pursuant to paragraph (A) of resolution 24 be extended by the addition of such number of ordinary shares of USD 0.50 each representing the nominal amount of the Company’s share capital repurchased by the Company under the authority granted pursuant to resolution 27, to the extent that such extension would not result in the authority to allot shares or grant rights to subscribe for or convert securities into shares pursuant to resolution 24 exceeding USD 794,870,820   Management   For   For   For
  26    That if resolution 24 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited: (A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities   Management   For   For   For
     (but in the case of the authority granted under paragraph (C) of resolution 24, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities CONTD        


  CONT   CONTD or, as the Board otherwise considers necessary, and so that the Board-may impose any limits or restrictions and make any arrangements which it-considers necessary or appropriate to deal with treasury shares, fractional-entitlements, record dates, legal, regulatory or practical problems in, or-under the laws of, any territory or any other matter; and (B) in the case of-the authority granted under paragraph (A) of resolution 24 and/or in the case- of any sale of treasury shares for cash, to the allotment (otherwise than-under paragraph (A) above) of equity securities or sale of treasury shares up-to a nominal amount of USD 59,615,311, such power to apply until the end of- next year’s AGM (or, if earlier, until the close of business on 8 August-2013) but, in each case, during this period the Company may make offers, and-CONTD   Non-Voting       For
    Comments-Non Voting Agenda Item
  CONT   CONTD enter into agreements, which would, or might, require equity securities-to be allotted (and treasury shares to be sold) after the power ends and the-Board may allot equity securities (and sell treasury shares) under any such-offer or agreement as if the power had not ended   Non-Voting       None
    Comments-Non Voting Agenda Item
  27   That the Company be authorised to make market purchases (as defined in the Companies Act 2006) of its ordinary shares of USD 0.50 each provided that: (A) the Company does not purchase more than 238,461,246 shares under this authority; (B) the Company does not pay less for each share (before expenses) than USD 0.50 (or the equivalent in the currency in which the purchase is made, calculated by reference to a spot exchange rate for the purchase of US dollars with such other currency as displayed on the appropriate page of the Reuters screen at or around 11.00am London time on the business day before the day the Company agrees to buy the shares); and (C) the Company does not pay more for each share (before expenses) than five per cent over the average of the middle market prices of the ordinary shares according to the CONTD   Management   For   For   For
  CONT   CONTD Daily Official List of the London Stock Exchange for the five business-days immediately before the date on which the Company agrees to buy the-shares, such authority to apply until the end of next year’s AGM (or, if-earlier, until the close of business on 8 August 2013) but during this period-the Company may agree to purchase shares where the purchase may not be- completed (fully or partly) until after the authority ends and the Company-may make a purchase of ordinary shares in accordance with any such agreement-as if the authority had not ended   Non-Voting       None
    Comments-Non Voting Agenda Item
  28   That the Company be authorised, to make market purchases (as defined in the Companies Act 2006) of up to 477,500 preference shares of USD 5.00 each and up to 195,285,000 preference shares of GBP 1.00 each provided that: (A) the Company does not pay less for each share (before expenses) than the nominal value of the share (or the equivalent in the currency in which the purchase is made, calculated by reference to the spot exchange rate for the purchase of the currency in which the relevant share is denominated with such other currency as displayed on the appropriate page of the Reuters screen at or around 11.00am London time on the business day before the day the Company agrees to buy the shares); and (B) the Company does not pay more for each share (before expenses) than 25 per cent over the average of the middle market CONTD   Management   For   For   Against
  CONT   CONTD prices of such shares according to the Daily Official List of the-London Stock Exchange for the ten business days immediately before the date-on which the Company agrees to buy the shares, such authority to apply until-the end of next year’s AGM (or, if earlier, until the close of business on 8-August 2013) but during this period the Company may agree to purchase shares-where the purchase may not be completed (fully or partly) until after the-authority ends and the Company may make a purchase of shares in accordance-with any such agreement as if the authority had not ended   Non-Voting       None
    Comments-Non Voting Agenda Item
  29   That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice   Management   Against   Against   None
    Comments-Shortened notice period could disenfranchise shareholders


 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  253,700     25-Apr-2012   02-May-2012
    COLGATE-PALMOLIVE COMPANY
  Security   194162103    Meeting Type   Annual
  Ticker Symbol   CL    Meeting Date   11-May-2012
  ISIN   US1941621039    Agenda   933571689 - Management
  Record Date   12-Mar-2012    Holding Recon Date   12-Mar-2012
  City / Country                       / United States    Vote Deadline Date   10-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: NIKESH ARORA   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: JOHN T. CAHILL   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: IAN COOK   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: HELENE D. GAYLE   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: ELLEN M. HANCOCK   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: JOSEPH JIMENEZ   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: RICHARD J. KOGAN   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: DELANO E. LEWIS   Management   For   For   For
  1I.    ELECTION OF DIRECTOR: J. PEDRO REINHARD   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: STEPHEN I. SADOVE   Management   For   For   For
  2.    RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS COLGATE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.   Management   For   For   For
  3.    ADVISORY VOTE ON EXECUTIVE COMPENSATION.   Management   For   For   For
  4.    STOCKHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIR.   Shareholder   For   Against   For
     Comments-An independent chairman avoids the conflict of interest present when a CEO is responsible for self-oversight.
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

 

NORTHERN

TRUST

COMPANY

  42,450     10-May-2012   10-May-2012
    LI & FUNG LTD
  Security   G5485F169    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-May-2012
  ISIN   BMG5485F1692    Agenda   703718936 - Management
  Record Date   11-May-2012    Holding Recon Date   11-May-2012
  City / Country   HONGKONG / Bermuda    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   4458252 - 6286257    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0411/LTN20120411802.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To receive and adopt the Audited Consolidated Accounts and Reports of the Directors and the Auditors for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend of 34 HK cents per share   Management   For   For   For
  3.a    To re-elect Mr Spencer Theodore Fung as Director   Management   For   For   For
  3.b    To re-elect Professor Franklin Warren McFarlan as Director   Management   For   For   For
  3.c    To re-elect Mr Martin Tang Yue Nien as Director   Management   For   For   For
  3.d    To re-elect Dr Fu Yuning as Director   Management   For   For   For
  4    To re-appoint PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration   Management   For   For   For
  5    To give a general mandate to the Directors to repurchase the Company’s shares up to 10%   Management   For   For   For
  6    To give a general mandate to the Directors to issue new shares up to 20% or in the case of issue of new shares solely for cash and unrelated to any asset acquisition, up to 10%   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  7    To authorise the Directors to issue the shares repurchased by the Company   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  2,397,600     30-Apr-2012   02-May-2012
    ERSTE GROUP BANK AG, WIEN
  Security   A19494102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-May-2012
  ISIN   AT0000652011    Agenda   703738154 - Management
  Record Date   05-May-2012    Holding Recon Date   05-May-2012
  City / Country   VIENNA / Austria    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   5289837 - 5369449 - 7440621 - B02Q7J3 - B28H192 - B2PWJ52    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Receive Financial Statements and Statutory Reports   Non-Voting       None
     Comments-Non Voting Agenda Item
  2    Approve Allocation of Income   Management   For   For   For
  3.A    Approve Discharge of Management Board   Management   For   For   For
  3.B    Approve Discharge of Supervisory Board   Management   For   For   For
  4    Approve Remuneration of Supervisory Board Members   Management   For   For   For
  5.A    Approve Decrease in Size of Supervisory Board from 12 to 10 Members   Management   For   For   For
  5.B    Reelect Brian Deveraux O’Neill as Supervisory Board Member   Management   For   For   For
  5.C    Reelect John Stack as Supervisory Board Member   Management   For   For   For
  6    Ratify Ernst Young as Additional Auditor for Fiscal 2013   Management   For   For   For
  7    Approve Amendments to Existing Authorization to Issue Warrants Bonds with Warrants Attached Convertible Bonds without Preemptive Rights   Management   For   For   For
  8    Amend Scope of Existing Conditional Pool of Capital without Preemptive Rights   Management   For   For   For
  9    Authorize Board to Join a Horizontally-Organized Group Formed From the Joint Liability Agreement of the Saving Banks   Management   Against   Against   Against
     Comments-Reduction in supervisory board powers not sufficiently justified
  10    Amend Articles Re: Registered Capital and Shares, Supervisory Board, General Meeting   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN TRUST

  126,940     30-Apr-2012   02-May-2012
    JPMORGAN CHASE & CO.
  Security   46625H100    Meeting Type   Annual
  Ticker Symbol   JPM    Meeting Date   15-May-2012
  ISIN   US46625H1005    Agenda   933581301 - Management
  Record Date   16-Mar-2012    Holding Recon Date   16-Mar-2012
  City / Country                       / United States    Vote Deadline Date   14-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: JAMES A. BELL   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: CRANDALL C. BOWLES   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: STEPHEN B. BURKE   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: DAVID M. COTE   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: JAMES S. CROWN   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: JAMES DIMON   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: TIMOTHY P. FLYNN   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: ELLEN V. FUTTER   Management   Against   Against   Against
     Comments-Other governance issue
  1I.    ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: LEE R. RAYMOND   Management   For   For   For
  1K.    ELECTION OF DIRECTOR: WILLIAM C. WELDON   Management   For   For   For
  2.    APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   Management   For   For   For
  3.    ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION   Management   For   For   For
  4.    POLITICAL NON-PARTISANSHIP   Shareholder   Against   For   Against
  5.    INDEPENDENT DIRECTOR AS CHAIRMAN   Shareholder   For   Against   For
     Comments-An independent chairman avoids the conflict of interest present when a CEO is responsible for self-oversight.
  6.    LOAN SERVICING   Shareholder   Against   For   Against
  7.    CORPORATE POLITICAL CONTRIBUTIONS REPORT   Shareholder   Against   For   Against
  8.    GENOCIDE-FREE INVESTING   Shareholder   Against   For   Against
  9.    SHAREHOLDER ACTION BY WRITTEN CONSENT   Shareholder   For   Against   For
     Comments-The right to act by written consent allows shareholders to take action on important issues that arise between annual meetings.
  10.    STOCK RETENTION   Shareholder   Against   For   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

 

NORTHERN

TRUST

COMPANY

  115,000     11-May-2012   11-May-2012
    FIRST REPUBLIC BANK
  Security   33616C100    Meeting Type   Annual
  Ticker Symbol   FRC    Meeting Date   15-May-2012
  ISIN   US33616C1009    Agenda   933604008 - Management
  Record Date   02-Apr-2012    Holding Recon Date   02-Apr-2012
  City / Country                       / United States    Vote Deadline Date   14-May-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    DIRECTOR   Management      
    

1       JAMES H. HERBERT, II

    For   For   For
    

2       K. AUGUST-DEWILDE

    For   For   For
    

3       THOMAS J. BARRACK, JR.

    Withheld   Against   Withheld
     Comments: Less than 75% Attendance
    

4       F.J. FAHRENKOPF, JR.

    For   For   For
    

5       WILLIAM E. FORD

    For   For   For
    

6       L. MARTIN GIBBS

    For   For   For
    

7       SANDRA R. HERNANDEZ

    For   For   For
    

8       PAMELA J. JOYNER

    For   For   For
    

9       JODY S. LINDELL

    For   For   For
    

10     GEORGE G.C. PARKER

    For   For   For
  2.    TO APPROVE FIRST REPUBLIC’S 2012 EXECUTIVE INCENTIVE BONUS PLAN.   Management   For   For   For
  3.    TO APPROVE AMENDMENTS TO FIRST REPUBLIC’S 2010 OMNIBUS AWARD PLAN.   Management   For   For   For
  4.    TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF FIRST REPUBLIC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.   Management   For   For   For
  5.    TO APPROVE, BY ADVISORY (NON-BINDING) VOTE, THE COMPENSATION OF THE BANK’S EXECUTIVE OFFICERS (“SAY ON PAY”).   Management   For   For   For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

 

NORTHERN

TRUST

COMPANY

  79,960     11-May-2012   11-May-2012
    THE SWATCH GROUP AG, NEUENBURG
  Security   H83949141    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   CH0012255151    Agenda   703727327 - Management
  Record Date      Holding Recon Date   14-May-2012
  City / Country   TBW / Switzerland Blocking    Vote Deadline Date   30-Apr-2012
  SEDOL(s)   7184725 - B038BH4 - B11JJX8 - B1CC9C5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting     None
  1    Annual report 2011: 2011 annual report of the board of directors, 2011 financial statements (balance sheet, income statement and notes) and 2011 consolidated financial statements, statutory auditor’s report, approval of the reports and the financial statements   Management     For
  2    Discharge of the board of directors   Management     For
  3    Resolution for the appropriation of the net income   Management     For
  4    Nomination of the statutory auditors/PricewaterhouseCoopers LTD   Management     For
  5    Ad Hoc   Management     Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  6,630      
    PT BANK CENTRAL ASIA TBK
  Security   Y7123P138    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   ID1000109507    Agenda   703782373 - Management
  Record Date   30-Apr-2012    Holding Recon Date   30-Apr-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   07-May-2012
  SEDOL(s)   B01C1P6 - B2Q8142    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of the company’s annual report including the company’s financial statements and the board of commissioners supervision report for the financial year ended on 31 Dec 2011, and the granting of re lease and discharge (acquit et decharge) to all member of the board of directors and board of commissioner of the company for their management supervision during the financial year ended on 31 Dec 2011   Management   For   For   For
  2    Appropriation of the company’s profit for the financial year ended on 31 Dec 2011   Management   For   For   For
  3    Determination of remuneration or honorarium and other benefits for members of the board of director s and the board of commissioner of the company   Management   For   For   For
  4    Appointment of the registered public accountant to audit company’s book for the financial year ended on 31 Dec 2012   Management   For   For   For
  5    Authorization for the board of directors to pay interim dividends for the financial year 2012   Management   For   For   For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  2,522,500     07-May-2012   07-May-2012
    PT BANK CENTRAL ASIA TBK
  Security   Y7123P138    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   ID1000109507    Agenda   703791500 - Management
  Record Date   30-Apr-2012    Holding Recon Date   30-Apr-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   07-May-2012
  SEDOL(s)   B01C1P6 - B2Q8142    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    Amendment to article 14 paragraph 2 and article 11 paragraph 2 of the company’s articles of association regarding the board of commissioners and the board of directors term of office   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL

EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  2,522,500     07-May-2012   08-May-2012
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD
  Security   Y76810103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   21-May-2012
  ISIN   CNE100000171    Agenda   703690049 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   SHANDONG PROVINCE / China    Vote Deadline Date   09-May-2012
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0329/LTN201203292389.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To consider and approve the audited consolidated financial statements of the Group (including the Company and its subsidiaries) for the year ended 31 December 2011   Management   For   For   For
  2    To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2011   Management   For   For   For
  3    To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2011   Management   For   For   For
  4    To declare a final dividend of RMB0.03 per share of RMB0.1 each in the Company for the year ended 31 December 2011   Management   For   For   For
  5    To consider and approve the proposal for the re- appointment of Deloitte Touche Tohmatsu as the auditor of the Company for the year ending 31 December 2012, and to authorise the Board to determine his remuneration   Management   For   For   For
  6    To consider and authorise the Board to approve the remuneration of the directors, supervisors and senior management of the Company for the year ending 31 December 2012   Management   For   For   For
  7    To consider and approve the appointment of Mr. Christopher J. O’ Connell as non-executive director of the Company   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  8    To consider and approve the appointment of Mrs. Wang Jin Xia as independent non-executive director of the Company   Management   For   For   For
  9    To consider and approve the re-election of Mr. Lo Wai Hung as independent non-executive director of the Company   Management   For   For   For
  10    To consider and approve the establishment of nomination committee (with the terms of reference); and   Management   For   For   For
  11    To consider and approve the general mandate to be granted to the Board to issue new shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY PORTFOLIO

 

7600-1

 

NORTHERN TRUST

  1,714,000     09-May-2012   09-May-2012
    MCDONALD’S CORPORATION
  Security   580135101    Meeting Type   Annual
  Ticker Symbol   MCD    Meeting Date   24-May-2012
  ISIN   US5801351017    Agenda   933595247 - Management
  Record Date   27-Mar-2012    Holding Recon Date   27-Mar-2012
  City / Country                       / United States    Vote Deadline Date   23-May-2012
  SEDOL(s)      Quick Code  


    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.   ELECTION OF DIRECTOR: ROBERT A. ECKERT    Management   For   For   For
  1B.   ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.    Management   For   For   For
  1C.   ELECTION OF DIRECTOR: JEANNE P. JACKSON    Management   For   For   For
  1D.   ELECTION OF DIRECTOR: ANDREW J. MCKENNA    Management   For   For   For
  1E.   ELECTION OF DIRECTOR: DONALD THOMPSON    Management   For   For   For
  2.   ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.    Management   For   For   For
  3.   APPROVAL OF THE 2012 OMNIBUS STOCK OWNERSHIP PLAN.    Management   For   For   For
  4.   APPROVAL OF DECLASSIFICATION OF THE BOARD OF DIRECTORS.    Management   For   For   For
  5.   APPROVAL OF SHAREHOLDERS’ RIGHT TO CALL SPECIAL MEETINGS.    Management   For   For   For
  6.   ADVISORY VOTE TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR FOR 2012.    Management   For   For   For
  7.   ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A NUTRITION REPORT.    Shareholder   Against   For   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
 

1765020

  HLF - Global Equity  

7600-1

  NORTHERN TRUST COMPANY  

28,600

    23-May-2012   23-May-2012
    CITRIX SYSTEMS, INC.
  Security   177376100   Meeting Type    Annual
  Ticker Symbol   CTXS   Meeting Date    24-May-2012
  ISIN   US1773761002   Agenda    933595918 - Management
  Record Date   02-Apr-2012   Holding Recon Date    02-Apr-2012
  City / Country                       / United States   Vote Deadline Date    23-May-2012
  SEDOL(s)     Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.   ELECTION OF DIRECTOR: THOMAS F. BOGAN    Management   For   For   For
  1B.   ELECTION OF DIRECTOR: NANCI E. CALDWELL    Management   For   For   For
  1C.   ELECTION OF DIRECTOR: GARY E. MORIN    Management   For   For   For
  2.   APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN.    Management   For   For   For
  3.   RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.    Management   For   For   For
  4.   ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   66,360     23-May-2012   23-May-2012
    AMAZON.COM, INC.
  Security   023135106   Meeting Type    Annual
  Ticker Symbol   AMZN   Meeting Date    24-May-2012
  ISIN   US0231351067   Agenda    933600113 - Management
  Record Date   02-Apr-2012   Holding Recon Date    02-Apr-2012
  City / Country                       / United States   Vote Deadline Date    23-May-2012
  SEDOL(s)     Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.   ELECTION OF DIRECTOR: JEFFREY P. BEZOS    Management   For   For   For
  1B.   ELECTION OF DIRECTOR: TOM A. ALBERG    Management   For   For   For
  1C.   ELECTION OF DIRECTOR: JOHN SEELY BROWN    Management   For   For   For
  1D.   ELECTION OF DIRECTOR: WILLIAM B. GORDON    Management   For   For   For
  1E.   ELECTION OF DIRECTOR: JAMIE S. GORELICK    Management   For   For   For
  1F.   ELECTION OF DIRECTOR: BLAKE G. KRIKORIAN    Management   For   For   For
  1G.   ELECTION OF DIRECTOR: ALAIN MONIE    Management   For   For   For
  1H.   ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN    Management   For   For   For
  1I.   ELECTION OF DIRECTOR: THOMAS O. RYDER    Management   Against   Against   Against
    Comments-Affiliate/Insider on Audit Committee
  1J.   ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER    Management   For   For   For
  2.   RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS    Management   For   For   For
  3.   APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS, AS AMENDED, PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE IN OUR 1997 STOCK INCENTIVE PLAN    Management   For   For   For
  4.   SHAREHOLDER PROPOSAL REGARDING AN ASSESSMENT AND REPORT ON CLIMATE CHANGE    Shareholder   Against   For   Against
  5.   SHAREHOLDER PROPOSAL CALLING FOR CERTAIN DISCLOSURES REGARDING CORPORATE POLITICAL CONTRIBUTIONS    Shareholder   For   Against   For
    Comments-Increased disclosure would help shareholders evaluate risks


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   15,425     23-May-2012   23-May-2012
    BUNGE LIMITED
  Security   G16962105   Meeting Type    Annual
  Ticker Symbol   BG   Meeting Date    25-May-2012
  ISIN   BMG169621056   Agenda    933600769 - Management
  Record Date   30-Mar-2012   Holding Recon Date    30-Mar-2012
  City / Country                       / United States   Vote Deadline Date    24-May-2012
  SEDOL(s)     Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.   ELECTION OF DIRECTOR: FRANCIS COPPINGER    Management   For   For   For
  1B.   ELECTION OF DIRECTOR: ALBERTO WEISSER    Management   For   For   For
  2.   TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE LIMITED’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE INDEPENDENT AUDITORS’ FEES.    Management   For   For   For
  3.   ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
 

1765020

  HLF - Global Equity  

7600-1

  NORTHERN TRUST COMPANY  

43,470

    24-May-2012   24-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    29-May-2012
  ISIN   SE0001174970   Agenda    703776510 - Management
  Record Date   15-May-2012   Holding Recon Date    15-May-2012
  City / Country   LUXEMBOURG / Luxembourg   Vote Deadline Date    10-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12   Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU    Non-Voting       None
  CMMT   MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED    Non-Voting       None
  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE    Non-Voting       None
  CMMT   PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A REPRESENTATIVE FOR THIS GMS-UNLESS SPECIFICALLY INSTRUCTED AND AGREED UPON NO LATER THAN ON THE SEB-DEADLINE. THE COST INCURRED WILL BE FORWARDED TO THE CLIENT. THANK YOU.    Non-Voting       None
  1   Election of Chairman of the AGM and to empower the Chairman to appoint the other members of the Bureau : Jean-Michel Schmit    Management   No Action     For
  2   Receipt of the reports of the Board of Directors’ Reports (Rapport de Gestion) and the Reports of the external auditor on (i) the annual account of Millicom for the financial year ended December 31, 2011 and (ii) the consolidated accounts for the financial year ended December 31, 2011    Management   No Action     For
  3   Approval of the consolidated accounts and the annual accounts for the year ended 31 December 2011    Management   No Action     For


  4   Allocation of the results of the year ended December 31, 2011. On a parent company basis, Millicom generated a profit of USD 77,381,085. Of this amount, an aggregate amount of approximately USD 243 million corresponding to a gross dividend amount of USD 2.40 per share is proposed to be distributed as dividend from the remaining results of the year ended December 31, 2011 and the balance is proposed to be carried forward to retained earnings    Management   No Action     For
  5   Discharge of all the current Directors of Millicom for the performance of their mandate during the financial year ended December 31, 2011    Management   No Action     For
  6   Setting the number of Directors at eight with no Deputy Directors    Management   No Action     For
  7   Re-Election of Ms. Mia Brunell Livfors as Director for a term ending on the day of the next AGM to take place in 2013 (the “2013 AGM”)    Management   No Action     Against
  8   Re-Election of Ms. Donna Cordner as Director for a term ending on the day of the 2013 AGM    Management   No Action     For
  9   Re-Election of Mr. Allen Sangines-Krause as Director for a term ending on the day of the 2013 AGM    Management   No Action     Against
  10   Re-Election of Mr. Paul Donovan as Director for a term ending on the day of the 2013 AGM    Management   No Action     For
  11   Re-Election of Mr. Hans-Holger Albrecht as Director for a term ending on the day of the 2013 AGM    Management   No Action     For
  12   Re-Election of Mr. Omari Issa as Director for a term ending on the day of the 2013 AGM    Management   No Action     For
  13   Re-Election of Mr. Kim Ignatius as Director for a term ending on the day of the 2013 AGM    Management   No Action     For
  14   Election of Mr. Dionisio Romero Paoletti as a new Director for a term ending on the day of the 2013 AGM    Management   No Action     Against
  15   Election of a Chairman of the Board of Directors : Mr. Allen Sangines-Krause    Management   No Action     Against
  16   Approval of the Directors’ compensation, amounting to SEK 6,743,000 for the period from the AGM to the 2013 AGM    Management   No Action     For
  17   Election of Ernst &Young S.a r.l., Luxembourg as the external auditor of Millicom for a term ending on the day of the 2013 AGM    Management   No Action     For
  18   Approval of the external auditor’s compensation    Management   No Action     For
  19   Approval of a procedure on the appointment of the Nomination Committee and determination of the assignment of the Nomination Committee    Management   No Action     For
  20   (a) Authorisation of the Board of Directors, at any time between May 29, 2012 and the day of the 2013 AGM, provided the required levels of distributable reserves are met by Millicom at that time, either directly or through a subsidiary or a third party, to engage in a share repurchase plan of Millicom’s shares to be carried out for all purposes allowed or which would become authorized by the laws and regulations in force, and in particular the 1915 Law and in accordance with the objectives, conditions, and restrictions as provided by the European Commission Regulation No. 2273/2003 of 22 December 2003 (the “Share Repurchase Plan”) by using its available cash reserves in an amount not exceeding the lower of (i) ten percent (10%) of Millicom’s issued and outstanding share capital as of the date of the AGM (i.e., CONTD    Management   No Action     For
  CONT   CONTD approximating a maximum of 10,200,000 shares corresponding to USD-15,300,000 in nominal value) or (ii) the then available amount of Millicom’s-distributable reserves on a parent company basis, in the open market on OTC-US, NASDAQ OMX Stockholm or any other recognised alternative trading-platform, at an acquisition price which may not be less than SEK 50 per share-nor exceed the higher of (x) the published bid that is the highest current- independent published bid on a given date or (y) the last independent-transaction price quoted or reported in the consolidated system on the same- date, regardless of the market or exchange involved, provided, however, that-when shares are repurchased on the NASDAQ OMX Stockholm, the price shall be-within the registered interval for the share price prevailing at any time-(the so CONTD    Non-Voting       None


  CONT    CONTD called spread), that is, the interval between the highest buying rate-and the lowest selling rate. (b) Approval of the Board of Directors’ proposal-to give joint authority to Millicom’s Chief Executive Officer and the- Chairman of the Board of Directors to (i) decide, within the limits of the-authorization set out in (a) above, the timing and conditions of any Millicom- Share Repurchase Plan according to market conditions and (ii) give mandate on-behalf of Millicom to one or more designated broker- dealers to implement a-Share Repurchase Plan. (c) Authorisation of Millicom, at the discretion of- the Board of Directors, in the event the Share Repurchase Plan is done-through a subsidiary or a third party, to purchase the bought back Millicom-shares from such subsidiary or third party. (d) Authorisation of Millicom, at-CONTD   Non-Voting       None
  CONT    CONTD the discretion of the Board of Directors, to pay for the bought back-Millicom shares using either distributable reserves or funds from its share-premium account. (e) Authorisation of Millicom, at the discretion of the-Board of Directors, to (i) transfer all or part of the purchased Millicom-shares to employees of the Millicom Group in connection with any existing or- future Millicom long-term incentive plan, and/or (ii) use the purchased-shares as consideration for merger and acquisition purposes, including joint- ventures and the buy-out of minority interests in Millicom’s subsidiaries, as-the case may be, in accordance with the limits set out in Articles 49- 2,-49-3, 49-4, 49-5 and 49-6 of the 1915 Law. (f) To further grant all powers to-the Board of Directors with the option of sub-delegation to implement the-above CONTD   Non-Voting       Against
  CONT    CONTD authorization, conclude all agreements, carry out all formalities and-make all declarations with regard to all authorities and, generally, do all-that is necessary for the execution of any decisions made in connection with-this authorization   Non-Voting       None
  21    Approval of the guidelines for remuneration to senior management   Management   No Action     None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
 

HLG01

 

GLOBAL EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

 

23,800

    07-May-2012   07-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   SE0001174970    Agenda   703782777 - Management
  Record Date   15-May-2012    Holding Recon Date   15-May-2012
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   09-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item   Proposal   Type   Vote   For/Against
Management
  Preferred Provider Recommendation
  CMMT   PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  CMMT   MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1   Election of Mr. Jean-Michel Schmit as Chairman of the EGM and to empower the Chairman to appoint the other members of the Bureau   Management   No Action     For


  2    Reduction of the issued share capital of Millicom by an amount of four million eight hundred thousand United States Dollars (USD 4,800,000) so as to bring the issued share capital from one hundred fifty-seven million four hundred seven thousand three hundred seventy three United States Dollars and fifty cents (USD 157,407,373.50) to one hundred fifty two million six hundred seven thousand and three hundred seventy three United States Dollars and fifty cents (USD 152,607,373.50) by way of cancellation of 3,200,000 shares having a par value of one dollar and fifty cents (USD 1.50) each, fully paid-in, held by Millicom in its issued share capital   Management   No Action     For
  3    Cancellation of 3,200,000 shares held by Millicom in its issued share capital   Management   No Action     For
  4    Instruction and delegation of power to the Board of Directors to take any actions deemed necessary or useful in connection with items 2 and 3 above   Management   No Action     For
  5    Instruction and delegation of power to the Board of Directors to amend the shares register to reflect the reduction of the issued share capital of Millicom and the cancellation of 3,200,000 shares as per items 2 and 3 above   Management   No Action     For
  6    Amendment of the Article 5 of the Articles of Association of Millicom (“Millicom’s Articles”) so as to reflect the reduction of the issued share capital mentioned under item 2   Management   No Action     For
  7    Acknowledgment and approval of the transfer of the registered office of Millicom to 2 rue du Fort Bourbon, L-1249 Luxembourg and to amend Article 2 of Millicom’s Articles to reflect a change of Millicom’s registered office   Management   No Action     For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN BLOCKING. IF YOU HAVE ALR-EADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECID-E TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   23,800     07-May-2012   07-May-2012
    ABC-MART,INC.
  Security   J00056101   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    29-May-2012
  ISIN   JP3152740001   Agenda    703823814 - Management
  Record Date   29-Feb-2012   Holding Recon Date    29-Feb-2012
  City / Country   TOKYO / Japan   Vote Deadline Date    11-May-2012
  SEDOL(s)   6292102 - B04KLF7   Quick Code    26700
    Item   Proposal    Type   Vote   For/Against Management   Preferred Provider
Recommendation
  1   Approve Appropriation of Surplus    Management   For   For   For
  2   Amend Articles to: Expand Business Lines    Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   57,900     17-May-2012   17-May-2012
    EXXON MOBIL CORPORATION
  Security   30231G102    Meeting Type   Annual
  Ticker Symbol   XOM    Meeting Date   30-May-2012
  ISIN   US30231G1022    Agenda   933600086 - Management
  Record Date   04-Apr-2012    Holding Recon Date   04-Apr-2012
  City / Country                       / United States    Vote Deadline Date   29-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal  

Type

  Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    DIRECTOR  

Management

     
    

1       M.J. BOSKIN

    For   For   For
    

2       P. BRABECK-LETMATHE

    For   For   For
    

3       L.R. FAULKNER

    For   For   For
    

4       J.S. FISHMAN

    For   For   For
    

5       H.H. FORE

    For   For   For
    

6       K.C. FRAZIER

    For   For   For
    

7       W.W. GEORGE

    For   For   For
    

8       S.J. PALMISANO

    For   For   For
    

9       S.S REINEMUND

    For   For   For
    

10     R.W. TILLERSON

    For   For   For
    

11     E.E. WHITACRE, JR.

    For   For   For
  2.    RATIFICATION OF INDEPENDENT AUDITORS (PAGE 61)   Management   For   For   For
  3.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 62)   Management   For   For   For
  4.    INDEPENDENT CHAIRMAN (PAGE 64)   Shareholder   For   Against   For
     Comments-Separating the roles of corporate officer and chairman is almost always a positive change
  5.    MAJORITY VOTE FOR DIRECTORS (PAGE 65)   Shareholder   For   Against   For
     Comments-Majority voting increases board accountability
  6.    REPORT ON POLITICAL CONTRIBUTIONS (PAGE 66)   Shareholder   Against   For   Against
  7.    AMENDMENT OF EEO POLICY (PAGE 67)   Shareholder   For   Against   For
     Comments-Shareholders would benefit from the Company’s codifying its nondiscriminatory treatment of employees
  8.    REPORT ON NATURAL GAS PRODUCTION (PAGE 69)   Shareholder   Against   For   Against
  9.    GREENHOUSE GAS EMISSIONS GOALS (PAGE 71)   Shareholder   Against   For   Against


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   40,490     24-May-2012   24-May-2012
    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   HK0144000764    Agenda   703755047 - Management
  Record Date   24-May-2012    Holding Recon Date   24-May-2012
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   17-May-2012
  SEDOL(s)   5387719 - 6416139 - B01XX53    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0425/LTN20120425265.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    To receive and consider the Audited Consolidated Financial Statements for the year ended 31 December 2011 together with the Report of the Directors and the Independent Auditor’s Report   Management   For   For   For
  2    To declare a final dividend of 68 HK cents per share for the year ended 31 December 2011 in scrip form with cash option   Management   For   For   For
  3.i    To re-elect Dr. Fu Yuning as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance      
  3.ii    To re-elect Mr. Li Yinquan as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance      
  3.iii    To re-elect Mr. Meng Xi as a Director   Management   For   For   For
  3.iv    To re-elect Mr. Su Xingang as a Director   Management   For   For   For
  3.v    To re-elect Mr. Yu Liming as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance      
  3.vi    To re-elect Mr. Zheng Shaoping as a Director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards      
  3.vii    To authorise the Board to fix the remuneration of the Directors   Management   For   For   For
  4    To appoint Deloitte Touche Tohmatsu as Auditor in place of the retiring Auditor, PricewaterhouseCoopers, and to authorise the Board to fix their remuneration   Management   For   For   For
  5.A    To grant a general mandate to the Directors to allot shares as set out in item 5A of the AGM Notice   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  5.B    To grant a general mandate to the Directors for the repurchase of shares as set out in item 5B of the AGM Notice   Management   For   For   For
  5.C    To add the nominal amount of the shares repurchased under resolution no. 5B to the mandate granted to the Directors under resolution no. 5A   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount      
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   658,241     17-May-2012   24-May-2012
    INFORMATICA CORPORATION
  Security   45666Q102    Meeting Type   Annual
  Ticker Symbol   INFA    Meeting Date   31-May-2012
  ISIN   US45666Q1022    Agenda   933602799 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country                       / United States    Vote Deadline Date   30-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: SOHAIB ABBASI   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: GEOFFREY W. SQUIRE   Management   For   For   For
  2.    TO APPROVE AN AMENDMENT TO INFORMATICA’S 2009 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF INFORMATICA’S COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 5,000,000 SHARES   Management   For   For   For


  3.    TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INFORMATICA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012   Management   For   For   For
  4.    TO APPROVE INFORMATICA’S EXECUTIVE COMPENSATION   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   55,300     24-May-2012   24-May-2012
    STAPLES, INC.
  Security   855030102    Meeting Type   Annual
  Ticker Symbol   SPLS    Meeting Date   04-Jun-2012
  ISIN   US8550301027    Agenda   933614477 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country                       / United States    Vote Deadline Date   01-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A.    ELECTION OF DIRECTOR: BASIL L. ANDERSON   Management   For   For   For
  1B.    ELECTION OF DIRECTOR: ARTHUR M. BLANK   Management   For   For   For
  1C.    ELECTION OF DIRECTOR: DREW G. FAUST   Management   For   For   For
  1D.    ELECTION OF DIRECTOR: JUSTIN KING   Management   For   For   For
  1E.    ELECTION OF DIRECTOR: CAROL MEYROWITZ   Management   For   For   For
  1F.    ELECTION OF DIRECTOR: ROWLAND T. MORIARTY   Management   For   For   For
  1G.    ELECTION OF DIRECTOR: ROBERT C. NAKASONE   Management   For   For   For
  1H.    ELECTION OF DIRECTOR: RONALD L. SARGENT   Management   For   For   For
  1I.    ELECTION OF DIRECTOR: ELIZABETH A. SMITH   Management   For   For   For
  1J.    ELECTION OF DIRECTOR: ROBERT E. SULENTIC   Management   For   For   For
  1K.    ELECTION OF DIRECTOR: VIJAY VISHWANATH   Management   For   For   For
  1L.    ELECTION OF DIRECTOR: PAUL F. WALSH   Management   For   For   For
  2.    APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW STOCKHOLDER ACTION BY MAJORITY WRITTEN CONSENT.   Management   For   For   For
  3.    APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION.   Management   For   For   For
  4.    APPROVAL OF THE COMPANY’S AMENDED AND RESTATED LONG TERM CASH INCENTIVE PLAN.   Management   For   For   For
  5.    APPROVAL OF THE COMPANY’S AMENDED AND RESTATED EXECUTIVE OFFICER INCENTIVE PLAN.   Management   For   For   For
  6.    APPROVAL OF THE COMPANY’S 2012 EMPLOYEE STOCK PURCHASE PLAN.   Management   For   For   For
  7.    RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.   Management   For   For   For
  8.    NON-BINDING STOCKHOLDER PROPOSAL REGARDING A REQUIREMENT FOR SENIOR EXECUTIVES TO HOLD 75% NET AFTER-TAX SHARES ACQUIRED THROUGH COMPENSATION PLANS AND PROHIBITION ON HEDGING OF HELD SHARES.   Shareholder   Against   For   Against
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   250,000     31-May-2012   31-May-2012
    COGNIZANT TECHNOLOGY SOLUTIONS CORP.
  Security   192446102    Meeting Type   Annual
  Ticker Symbol   CTSH    Meeting Date   05-Jun-2012
  ISIN   US1924461023    Agenda   933614390 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country                       / United States    Vote Deadline Date   04-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1A    ELECTION OF DIRECTOR: FRANCISCO D’SOUZA   Management   For   For   For
  1B    ELECTION OF DIRECTOR: JOHN N. FOX, JR.   Management   For   For   For
  1C    ELECTION OF DIRECTOR: THOMAS M. WENDEL   Management   For   For   For
  2    APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S- K.   Management   For   For   For


  3    TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED AND TO AMEND AND RESTATE OUR AMENDED AND RESTATED BY-LAWS, AS AMENDED, TO PROVIDE HOLDERS OF TWENTY-FIVE PERCENT (25%) OF THE COMPANY’S OUTSTANDING SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, UPON SATISFACTION OF CERTAIN CONDITIONS, THE POWER TO CALL A SPECIAL MEETING OF STOCKHOLDERS.   Management   For   For   For
  4    TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2012.   Management   For   For   For
  5    TO ACT ON A STOCKHOLDER PROPOSAL TO DECLASSIFY THE COMPANY’S BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS.   Shareholder   For   Against   For
     Comments-A declassified board structure helps ensure director accountability
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   33,700     04-Jun-2012   04-Jun-2012
    LULULEMON ATHLETICA INC.
  Security   550021109    Meeting Type   Annual
  Ticker Symbol   LULU    Meeting Date   06-Jun-2012
  ISIN   US5500211090    Agenda   933617790 - Management
  Record Date   18-Apr-2012    Holding Recon Date   18-Apr-2012
  City / Country                       / United States    Vote Deadline Date   05-Jun-2012
  SEDOL(s)      Quick Code  
    Item   Proposal   Type   Vote   For/Against Management   Preferred Provider
Recommendation
  1.   DIRECTOR   Management      
    1   CHRISTINE M. DAY*     For   For   For
    2   MARTHA A.M. MORFITT*     For   For   For
    3   RHODA M. PITCHER*     For   For   For
    4   EMILY WHITE*     For   For   For
    5   JERRY STRITZKE**     For   For   For
  2.   TO APPROVE THE PERFORMANCE-BASED EQUITY INCENTIVE PROVISIONS IN THE 2007 EQUITY INCENTIVE PLAN, AS AMENDED, AS REQUIRED BY SECTION 162(M) OF THE INTERNAL REVENUE CODE.   Management   For   For   For
  3.   TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2013.   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  1765020  

HLF - Global Equity

 

7600-1

  NORTHERN TRUST COMPANY   40,700     04-Jun-2012   04-Jun-2012
    DASSAULT SYSTEMES SA, VELIZY VILLACOUBLAY
  Security   F2457H100    Meeting Type   MIX
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   FR0000130650    Agenda   703696104 - Management
  Record Date   01-Jun-2012    Holding Recon Date   01-Jun-2012
  City / Country   VELIZY-VILLACOUBLAY / France    Vote Deadline Date   24-May-2012
  SEDOL(s)   4617365 - 5090868 - 5330047 - 5942936 - B02PS42 - B0ZGJJ4    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.   Non-Voting     None
     Comments-Non Voting Agenda Item
  CMMT    French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative   Non-Voting     None
     Comments-Non Voting Agenda Item


  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2012/0402/201204021201182. pdf AND ht-tps://balo.journal- officiel.gouv.fr/pdf/2012/0516/201205161202622. pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1    Approval of the annual corporate financial statements for the financial year   Management   For   For   For
  O.2    Approval of the consolidated financial statements for the financial year   Management   For   For   For
  O.3    Allocation of income   Management   For   For   For
  O.4    Regulated Agreements   Management   For   For   For
  O.5    Appointment of Mr. Serge Dassault as Board member   Management   For   For   For
  O.6    Setting attendance allowances   Management   For   For   For
  O.7    Authorization to purchase shares of Dassault Systemes SA   Management   For   For   For
  E.8    Authorization granted to the Board of Directors to reduce share capital by cancellation of shares repurchased under the share repurchase program   Management   For   For   For
  E.9    Amendment to Article 15.2 of the Statutes   Management   For   For   For
  O.E10    Powers to carry out all legal formalities   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   52,850     24-May-2012   28-May-2012
    WPP PLC, ST HELIER
  Security   G9787K108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Jun-2012
  ISIN   JE00B3DMTY01    Agenda   703793768 - Management
  Record Date      Holding Recon Date   11-Jun-2012
  City / Country   DUBLIN 1 / Jersey    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   B3DMTY0 - B3DQ8G7 - B3FMR88    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive and approve the audited accounts   Management   For   For   For
  2    To approve the remuneration report of the directors   Management   Against   Against   Against
     Comments-Allows for excessive compensation; poor plan terms
  3    To approve the sustainability report of the directors   Management   For   For   For
  4    To re-elect Colin Day as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  5    To re-elect Esther Dyson as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  6    To re-elect Orit Gadiesh as a director   Management   For   For   For
  7    To re-elect Philip Lader as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  8    To re-elect Ruigang Li as a director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  9    To re-elect Stanley (Bud) Morten as a director   Management   For   For   For
  10    To re-elect Koichiro Naganuma as a director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  11    To re-elect John Quelch as a director   Management   For   For   For
  12    To re-elect Mark Read as a director   Management   For   For   For
  13    To re-elect Paul Richardson as a director   Management   For   For   For
  14    To re-elect Jeffrey Rosen as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  15    To re-elect Timothy Shriver as a director   Management   Against   Against   Against
     Comments-Other Compensation Issues
  16    To re-elect Sir Martin Sorrell as a director   Management   For   For   For
  17    To re-elect Paul Spencer as a director   Management   For   For   For
  18    To re-elect Solomon Trujillo as a director   Management   For   For   For
  19    To re-appoint Deloitte LLP as the auditors and authorise the directors to determine their remuneration   Management   For   For   For
  20    To authorise the directors to allot relevant securities   Management   For   For   For
  21    To authorise the company to purchase its own shares   Management   For   For   For
  22    To authorise the disapplication of pre-emption rights   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 4.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR-OXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   242,470     04-Jun-2012   06-Jun-2012
    SONOVA HOLDING AG, STAEFA
  Security   H8024W106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jun-2012
  ISIN   CH0012549785    Agenda   703841850 - Management
  Record Date   13-Jun-2012    Holding Recon Date   13-Jun-2012
  City / Country   HALLENSTADION ZURICH / Switzerland    Vote Deadline Date   01-Jun-2012
  SEDOL(s)   7156036 - B02HYL7 - B02VBW9    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting     None
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935385, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting     None
  1.1    Approval of the Annual Report, of the Financial Statements of Sonova Holding AG and of the Consolidated Financial Statements for 2011/12; Acknowledgement of the Auditors’ Report   Management     For
  1.2    Advisory Vote on the Compensation Report 2011/12   Management     Against
  2.1    Appropriation of Retained Earnings   Management     For
  2.2    Allocation to Free Reserves and Determination of Payout from Capital Contribution Reserves   Management     For
  3    Discharge of the Members of the Board of Directors and of the Management Board   Management     Abstain
  4.1    Amendment to Article 6: Cancellation of non-cash contributions   Management     For
  4.2    Amendment to Article 16: New Term of Office   Management     For
  5.1.1    Re-election of Anssi Vanjoki as Director   Management     For
  5.1.2    Re-election of Ronald van der Vis as Director   Management     Against
  5.1.3    Re-election of Dr. Michael Jacobi as Director   Management     For
  5.1.4    Re-election of Andy Rihs as Director   Management     For
  5.1.5    Re-election of Robert F. Spoerry as Director   Management     For
  5.2    Election of Dr. Beat Hess as Director   Management     For
  5.3    Re-election of Auditors: PricewaterhouseCoopers AG, Zurich   Management     For
  6    Ad hoc   Management     Against
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION-5.2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F-ORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting     None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   29,380      
    GOOGLE INC.
  Security   38259P508   Meeting Type    Annual
  Ticker Symbol   GOOG   Meeting Date    21-Jun-2012
  ISIN   US38259P5089   Agenda    933632968 - Management
  Record Date   23-Apr-2012   Holding Recon Date    23-Apr-2012
  City / Country               / United States   Vote Deadline Date    20-Jun-2012
  SEDOL(s)     Quick Code   
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    DIRECTOR   Management      
     1   LARRY PAGE     For   For   For
     2   SERGEY BRIN     For   For   For
     3   ERIC E. SCHMIDT     For   For   For
     4   L. JOHN DOERR     For   For   For
     5   DIANE B. GREENE     For   For   For
     6   JOHN L. HENNESSY     Withheld   Against   Withheld


     Comments: Affiliate/Insider on NomGov Committee; No Lead Ind Director
     7   ANN MATHER     For   For   For
     8   PAUL S. OTELLINI     For   For   For
     9   K. RAM SHRIRAM     For   For   For
     10   SHIRLEY M. TILGHMAN     For   For   For
  2.    THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.   Management   For   For   For
  3A.    THE APPROVAL OF THE ADOPTION OF GOOGLE’S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE’S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ESTABLISH THE CLASS C CAPITAL STOCK AND TO MAKE CERTAIN CLARIFYING CHANGES.   Management   Against   Against   Against
     Comments-dual class stock structures are not in shareholders’ best interest
  3B.    THE APPROVAL OF THE ADOPTION OF GOOGLE’S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE’S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 6 BILLION TO 9 BILLION.   Management   Against   Against   Against
     Comments-dual class stock structures are not in shareholders’ best interest
  3C.    THE APPROVAL OF THE ADOPTION OF GOOGLE’S FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: THE APPROVAL OF THE ADOPTION OF AMENDMENTS TO GOOGLE’S THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE TREATMENT OF SHARES OF CLASS A COMMON STOCK IN A MANNER THAT IS AT LEAST AS FAVORABLE AS THE SHARES OF CLASS B COMMON STOCK.   Management   Against   Against   Against
     Comments-dual class stock structures are not in shareholders’ best interest
  4.    THE APPROVAL OF GOOGLE’S 2012 STOCK PLAN.   Management   Against   Against   Against
     Comments-Plan allows for repricing
  5.    THE APPROVAL OF GOOGLE’S 2012 INCENTIVE COMPENSATION PLAN FOR EMPLOYEES AND CONSULTANTS OF MOTOROLA MOBILITY.   Management   Against   Against   Against
     Comments-Plan allows for repricing
  6.    A STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE ON POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE MEETING.   Shareholder   Against   For   Against
  7.    A STOCKHOLDER PROPOSAL REGARDING MANDATORY ARBITRATION OF CERTAIN SHAREHOLDER CLAIMS, IF PROPERLY PRESENTED AT THE MEETING.   Shareholder   Against   For   Against
  8.    A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.   Shareholder   For   Against   For
     Comments-one vote per share generally operates as a safeguard for common shareholders
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity  

7600-1

  NORTHERN TRUST COMPANY   10,407     20-Jun-2012   20-Jun-2012
    M3,INC.
  Security   J4697J108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Jun-2012
  ISIN   JP3435750009    Agenda   703902278 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO / Japan    Vote Deadline Date   07-Jun-2012
  SEDOL(s)   B02K2M3 - B037643    Quick Code   24130
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Amend Articles to: Expand Term of Office of Directors to Two Year, Allow Board to Authorize Use of Appropriation of Retained Earnings   Management   For   For   Against
     Comments- Harding Loevner believes Glass Lewis to be looking at term length in same light as staggered terms: how hard is it for shareholders to vote the board off, and vote one in that acceeds to shareholder demands. HL does not see the need to follow this recommendation.
  2.1    Appoint a Director   Management   For   For   Against
     Comments- Harding Loevner owns more than 5% of M3. Rather then voting against the CEO, we contacted management and expressed our opinions preferring future changes.
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   Against   Against   Against
  4    Allow Board to Authorize Use of Stock Option Plan   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO  

7600-1

  NORTHERN TRUST   545     12-Jun-2012   13-Jun-2012
    UNICHARM CORPORATION
  Security   J94104114    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   JP3951600000    Agenda   703889723 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   KAGAWA / Japan    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   5758359 - 6911485 - B02NJV0 - B1CGSZ3    Quick Code   81130
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Amend Articles to: Allow Disclosure of Shareholder Meeting Materials on the Internet, Increase Board Size to 15   Management   For   For   For
  2.1    Appoint a Director   Management   For   For   For
  2.2    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  2.11    Appoint a Director   Management   For   For   For
  3.1    Appoint a Corporate Auditor   Management   For   For   For
  3.2    Appoint a Corporate Auditor   Management   For   For   For
  3.3    Appoint a Corporate Auditor   Management   For   For   For
  3.4    Appoint a Corporate Auditor   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements  
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   142,600     14-Jun-2012   14-Jun-2012
    QIAGEN N.V.
  Security   N72482107    Meeting Type   Annual
  Ticker Symbol   QGEN    Meeting Date   27-Jun-2012
  ISIN   NL0000240000    Agenda   933653176 - Management
  Record Date   30-May-2012    Holding Recon Date   30-May-2012
  City / Country                        / Netherlands    Vote Deadline Date   26-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE YEAR ENDED DECEMBER 31, 2011 (“FISCAL YEAR 2011”).   Management   For   For   For
  2.    PROPOSAL TO DISCHARGE FROM LIABILITY THE MANAGING DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL YEAR 2011.   Management   For   For   For
  3.    PROPOSAL TO DISCHARGE FROM LIABILITY THE SUPERVISORY DIRECTORS FOR THE PERFORMANCE OF THEIR DUTIES DURING FISCAL YEAR 2011.   Management   For   For   For
  4A.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: PROF. DR. DETLEV RIESNER   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Affiliate/Insider on NomGov Committee
  4B.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: DR. WERNER BRANDT   Management   For   For   For
  4C.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: DR. METIN COLPAN   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Related-Party Transactions
  4D.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: MR. ERIK HOMNAESS   Management   Against   Against   Against
     Comments-Affiliate/Insider on Compensation Committee
  4E.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: PROF. DR. MANFRED KAROBATH   Management   For   For   For
  4F.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: MR. HEINO VON PRONDZYNSKI   Management   For   For   For
  4G.    REAPPOINTMENT OF THE SUPERVISORY DIRECTOR: MS. ELIZABETH E. TALLETT   Management   For   For   For
  5A.    REAPPOINTMENT OF THE MANAGING DIRECTOR: MR. PEER SCHATZ   Management   For   For   For
  5B.    REAPPOINTMENT OF THE MANAGING DIRECTOR: MR. RONALD SACKERS   Management   For   For   For
  5C.    REAPPOINTMENT OF THE MANAGING DIRECTOR: MR. BERND UDER   Management   For   For   For
  6.    PROPOSAL TO REAPPOINT ERNST & YOUNG ACCOUNTANTS AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.   Management   For   For   For
  7A.    PROPOSAL TO AUTHORIZE THE SUPERVISORY BOARD, UNTIL DECEMBER 27, 2013, TO ISSUE A NUMBER OF COMMON SHARES AND FINANCING PREFERENCE SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR SUCH SHARES.   Management   For   For   For


  7B.    PROPOSAL TO AUTHORIZE THE SUPERVISORY BOARD, UNTIL DECEMBER 27, 2013, TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS WITH RESPECT TO ISSUING SHARES OF GRANTING SUBSCRIPTION RIGHTS UP TO 20% OF THE AGGREGATE PER VALUE OF ALL SHARES ISSUED AND OUTSTANDING.   Management   For   For   For
  8.    PROPOSAL TO AUTHORIZE THE MANAGING BOARD, UNTIL DECEMBER 27, 2013, TO ACQUIRE SHARES IN THE COMPANY’S OWN SHARE CAPITAL.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765020   HLF - Global Equity   7600-1   NORTHERN TRUST COMPANY   172,978     26-Jun-2012   26-Jun-2012
    FANUC CORPORATION
  Security   J13440102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3802400006    Agenda   703892744 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   YAMANASHI / Japan    Vote Deadline Date   12-Jun-2012
  SEDOL(s)   5477557 - 6356934 - B022218 - B16TB93    Quick Code   69540
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Approve Appropriation of Surplus   Management   For   For   For
  2.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  2.11    Appoint a Director   Management   For   For   For
  2.12    Appoint a Director   Management   For   For   For
  2.13    Appoint a Director   Management   For   For   For
  2.14    Appoint a Director   Management   For   For   For
  2.15    Appoint a Director   Management   For   For   For
  2.16    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   38,300     12-Jun-2012   18-Jun-2012
    STANLEY ELECTRIC CO.,LTD.
  Security   J76637115    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3399400005    Agenda   703893532 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO / Japan    Vote Deadline Date   12-Jun-2012
  SEDOL(s)   6841106 - B0507C5 - B1CDYY5    Quick Code   69230
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Other governance issue
  1.2    Appoint a Director   Management   For   For   For
  1.3    Appoint a Director   Management   For   For   For
  1.4    Appoint a Director   Management   For   For   For
  1.5    Appoint a Director   Management   For   For   For
  1.6    Appoint a Director   Management   For   For   For
  1.7    Appoint a Director   Management   For   For   For
  1.8    Appoint a Director   Management   For   For   For
  1.9    Appoint a Director   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HLG01   GLOBAL EQUITY PORTFOLIO   7600-1   NORTHERN TRUST   41,000     12-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703921913 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  8.72    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an incident occurring in the course of the conduction by OAO Gazprom, its subsidiaries and dependent companies (whether existing or those becoming a subsidiary or a dependent company of OAO Gazprom during the term of the agreement) of their respective statutory activities (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 75 billion Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 1.5 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.73    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an emergency or incident occurring, among other things, as a result of a terrorist act at a hazardous industrial facility operated by OAO Gazprom (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 700 million Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 3 million Rubles, with each agreement having a term of one year   Management   For   For   For
  8.74    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 18,392.8 million Rubles   Management   For   For   For


  8.75    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes, during the period between December 1, 2012 and March 30, 2016, acting upon OAO Gazprom’s instructions, to provide services related to the monitoring of OAO Gazprom’s gas facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 34.9 million Rubles   Management   For   For   For
  8.76    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any employees of OAO Gazprom or members of their families or retired former employees of OAO Gazprom or members of their families (insured persons who are beneficiaries) apply to a health care institution for medical services (“insured events”), to arrange and pay for such medical services to the insured persons up to the aggregate insurance amount not exceeding 550 billion Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 1.3 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.77    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of: assertion of claims against members of the Board of Directors or the Management Committee of OAO Gazprom who are not persons holding state positions in the Russian Federation or positions in the state civil service (insured persons), by physical persons or legal entities for whose benefit the agreement will be entered into and who could suffer harm, including shareholders of OAO Gazprom, debtors and creditors of OAO Gazprom, employees of OAO Gazprom, as well as the Russian Federation represented by its authorized agencies and representatives (third parties (beneficiaries)) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities; incurrence by insured persons of judicial or other costs to settle such claims; assertion of claims against OAO Gazprom by third persons (beneficiaries) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities on the basis of claims asserted with respect to OAO Gazprom’s securities, as well as claims originally asserted against insured persons; incurrence by OAO Gazprom of judicial or other costs to settle such claims (“insured events”), to make an insurance payment to third parties (beneficiaries) whose interests have been harmed, as well as insured persons and/or OAO Gazprom in the event of incurrence of judicial or other costs to settle claims for compensation of losses, up to the aggregate insurance amount not exceeding the Ruble equivalent of 100 million U.S. Dollars, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount equal to the Ruble equivalent of two million U.S. Dollars, with such agreement having a term of one year   Management   For   For   For
  8.78    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of any liability incurred by OAO Gazprom in its capacity as a customs broker as a result of any harm caused to the assets of any third persons represented by OAO Gazprom in connection with the conduct of customs operations (beneficiaries) or as a consequence of any breaches of the contracts signed with such persons (“insured events”), to make an insurance payment to the persons concerned up to an aggregate insurance amount of 20 million Rubles payable in each insured event, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in an aggregate maximum amount of 300 thousand Rubles, with such agreement having a term of three years   Management   For   For   For


  8.79    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any harm (damage or destruction) is caused to a transportation vehicle owned by OAO Gazprom or that such vehicle is stolen or hijacked or that any of the individual components, parts, units, devices, and supplementary equipment installed on such transportation vehicle is stolen (“insured events”), to make an insurance payment to OAO Gazprom (as the beneficiary) up to the aggregate insurance amount of 1,291 million Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 24.52 million Rubles, with each agreement having a term of one year   Management   For   For   For
  8.80    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to provide for a period of 18 months after the execution date of the agreement, acting upon OAO Gazprom’s instructions, services involved in the production of a reference book on the legislative and other legal regulation of gas distribution operations, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 4.2 million Rubles   Management   For   For   For
  8.81    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, Gazprombank (Open Joint Stock Company), ZAO Gazprom Telecom, OAO Gazprom Promgaz, OAO Gazprom Gazoraspredeleniye, OOO Gazprom Export, OOO Gazpromtrans, ZAO Gazprom Invest Yug, OAO Gazprom Space Systems, OOO Gazprom Komplektatsiya, OAO Gazprom Neft, OAO Druzhba, OOO Gazprom Mezhregiongaz, OAO Gazprom Neftekhim Salavat, OAO SOGAZ, DOAO Tsentrenergogaz of OAO Gazprom, OAO Tsentrgaz, OOO Gazprom Tsentrremont, ZAO Yamalgazinvest, OAO Gazprom Gazenergoset and OAO Beltransgaz (the “Contractors”), pursuant to which the Contractors undertake to provide from August 30, 2012 to December 31, 2012, acting upon OAO Gazprom’s instructions, the services of arranging for and carrying out a stocktaking of fixed assets of OAO Gazprom that are to be leased to the Contractors, and OAO Gazprom undertakes to make payment for such services up to a maximum amount of 3.3 million Rubles   Management   For   For   For
  8.82    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, pre-investment research work for OAO Gazprom covering the following subjects: “Substantiation of investments in the construction of an experimental commercial LNG unit using national technologies and equipment”, “Substantiation of investments in the commercial development and utilization of methane in coal beds on the basis of results obtained from the pilot and experimental- commercial development of first-in-line fields over 2010-2012”, “Substantiation of investments in the construction by OOO Gazprom Dobycha Astrakhan of additional sulfur air stream granulation facilities, including advanced powered sulfur loading facilities”, “Investment concept of expansion of OOO Gazprom Sbyt Ukraine’s business and Gazprom group companies’ presence in the Ukrainian market   Management   For   For   For


     through the creation of a filling station chain, LNG facilities and electric and heating power generation stations, and determination of other prospective lines of development”, “Declaration of intention to invest in the construction of a polyethylene production facility in the Astrakhan Oblast”, “Substantiation of investments in the creation of a gas supply system in the southern regions of the Irkutsk Oblast, including the construction of gas processing and gas chemical facilities”, “Investment concept of development of gas transportation system of OOO Gazprom Transgaz Ufa in a long term perspective, subject to the operation regime of the Kanchurinsk- Musinsk undergroung gas storage facility” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 389.62 million Rubles        
  8.83    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the cost analysis of design and surveying works as part of the estimated value of the construction project in accordance with the approved project documents with due regard for the type and capacity of the respective facility on the basis of the relevant methods approved by OAO Gazprom Promgaz, normative-cost support for the measures to optimize the costs of OAO Gazprom, analysis of budget and regulatory documents providing for the implementation of new construction technologies, analysis of the effective regulations governing investment activities and statutory requirements to gas facilities and drafting of a program for the preparation of further regulatory documents for the designing of facilities of OAO Gazprom, expert reviews of cost estimates for design and surveying works, as submitted by customers in regard to the implementation of investment projects of OAO Gazprom upon being prepared on the basis of the relevant methods approved by OAO Gazprom Promgaz, the production of collected cost estimates for logistical support and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at the beginning of 2013-2015, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 302 million Rubles   Management   For   For   For
  8.84    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the production of collected cost estimates for serial equipment, logistical support, and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at January 1, 2012, the normative-cost support for the Comprehensive Plan of Measures to Optimize the Costs of OAO Gazprom, the development of the program to increase the efficiency of air ventilation and air conditioning systems at OAO Gazprom entities, the preparation of an updated Program for the years until 2015, the development of the Program of Reconstruction of heat-supply systems of OAO Gazprom (boiler equipment, recyclers, heat-supply networks, instrumented lighting, and water-treatment facilities) until 2018, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 107.3 million Rubles   Management   For   For   For


  8.85    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the implementation of programs for the scientific and technical cooperation of OAO Gazprom with foreign partner companies, and OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of two million Rubles   Management   For   For   For
  8.86    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Drafting of regulatory documents relating to electric power business of OAO Gazprom, “Development of guidelines to determine budget cost variation indices for oil and gas well   Management   For   For   For
     construction, abandonment, suspension and re- entry ay OAO Gazprom’s files against the base figures of 2006”, “Development of indicative values to determine cost of engineering surveys for the construction of OAO Gazprom’s facilities”, “Improvements to the regulatory and methodological basis governing the development, negotiation, approval and submission to third parties of specifications of designing and capital construction within the boundaries of OAO Gazprom’s facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 71.7 million Rubles        
  8.87    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the pricing and rate setting methods for the works relating to the construction of gas production facilities at the Northern seas by OAO Gazprom”, “Selection of methods of enhancement of power efficiency of utilization of fuel and power resources, development of proposals to implement such methods and to realize the projected gas consumption volumes for the period to 2025 in the constituent subjects of the Russian Federation in the Southern and Northern- Caucasian Federal Districts”, “Development of a regulation setting out the requirements to the designing of LNG supply facilities”, “Methodological and regulatory support for the transition to the maintenance of gas distribution systems depending on their technical condition and tolerable operational risks”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 96.1 million Rubles   Management   For   For   For
  8.88    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analysis of changes in the properties and characteristics of polyethylene pipes of the existing gas pipelines which determine their   Management   For   For   For


     service life”, “Development of OAO Gazprom gas facilities reconstruction and technical re- equipment program”, “Development of regulatory and methodological framework for the investigation and monitoring of the development of coal-methanol fields”, “Development of technological development plan for the Naryksko- Oshtankinskaya area with a separate experimental and commercial development stage”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 151.9 million Rubles        
  8.89    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of basic principles and methods for the development of minor-reserve fields in order to optimize hydrocarbon production costs using investment designing instruments on the basis of the project financing methods”, “Development of technological development plans for the experimental and commercial development of Cenomanian- Aptian deposits of the hydrocarbon fields of the Yamal Area of the Yamalo-Nenetsky Autonomous District”, “Development of a technological development plan for the Kshukskiy gas condensate field of the Kamchatka Territory”, “Development of methods of identification of carbon deposits high-permeability zones using a set of structural and geomorphic methods and remote sensing data”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 233 million Rubles   Management   For   For   For
  8.90    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analytical research to determine the cost of 1 km of drilling at OAO Gazprom fields and sites”, “Development multi-method geophysical technology of examination of a coal-methanol strip mine and oil shale”, “Information and analytical support of management processes in   Management   For   For   For
     relation to distribution of gas to the customers in the regions of the Russian Federation, including monitoring of loading rate of gas pipeline branches and analysis of gas utilization permits issued by the local authorities of the constituent subjects of the Russian Federation”, “Development of general (standard) specifications and technical assignments in relation to the creation of national minor and non- conventional power supply facilities to procure supply of electric and heating power to OJSC Gazprom facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 107.7 million Rubles        


  8.91    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of methodological recommendations in relation to the determination of appropriate terms for the beginning of reconstruction of gas transportation facilities”, “Marketing research and determination of potential volumes, terms, cost and markets of the gas processed products, preparation of an opinion as to whether it is feasible to construct a gas condensate processing plant in the Republic of Buryatia and proposals in relation to the expansion of filling station chain and compressed gas vehicle fleet”, “Development of Gazprom Corporate Standard “Unified technical requirements to the selection of main boiler equipment for the heat-supply systems of OAO Gazprom”, “Development of Gazprom Corporate Standard “Regulations on the array of preventive maintenance repairs on the heat-and-power equipment of heat-supply systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 72.8 million Rubles   Management   For   For   For
  8.92    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of Gazprom Corporate Standard “Regulations on the start-up and commissioning of the heat-and-power equipment of heat-supply systems”, “Development of Gazprom Corporate Standard “OAO Gazprom Water Supply and Discharge System Operation Rules”, “Development of basic principles and methods for the exploration, development, and exploitation of minor-reserve fields in order to optimize hydrocarbon production costs”, “Energy Saving and Energy Efficiency Program in connection with power supply in Salekhard”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 82.6 million Rubles   Management   For   For   For
  8.93    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Concept for the development of the gas- chemical industry in the Yamalo-Nenetsky Autonomous District”, “Concept for the comprehensive development of power supplies in the Yamalo-Nenetsky Autonomous District”, “Substantiation of options for power supplies to priority customers among remote townships in the Yamalo-Nenetsky Autonomous District (Muzhi, Yar-Sale, Gyda, and Tolka)”, “Proposals for first-in-line facilities for the use of coal-bed methane on the basis of the master scheme for gas supplies and conversion to gas services in the Kemerovo Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 124.1 million Rubles   Management   For   For   For


  8.94    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Research into the possibility to use non- conventional gas-supply sources (coal-bed methane, gas hydrates, shale gas, small-sized fields, etc.). Relevant recommendations”, “Forecast as to the commissioning of a gas pipeline branch until 2030”, “Analysis of the possibility to employ innovative heat-recycling technologies for the compressor stations of OAO Gazprom with a view to raising energy efficiency”, “Preparation of proposals to increase the efficiency of using gas pipeline branches and gas-distribution systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 155.8 million Rubles   Management   For   For   For
  8.95    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Assessment of the possibility to use liquefied natural gas with a view to evening out seasonal vacillations in gas-distribution systems”, Preparation of a program for the reconstruction and technical re-equipment of gas facilities at the Gazprom group in 2012”, “Key directions for improvement of legal framework governing use of liquefied hydrogen gas, liquefied natural gas, and compressed natural gas in gasification”; “Preparation of regulatory documents to govern research to analyze technical risks in gas- distribution systems and proposals to reduce damage from accidents and emergencies” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 108.7 million Rubles   Management   For   For   For
  8.96    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the regulatory and methodological basis for increases in the energy efficiency of buildings and structures and to the utilization of fuel and energy resources at OAO Gazprom facilities”, “Preparation of procedures for preparing a reclamation plan for the construction of gas-transportation facilities”, “Assessment of potential damage to the natural environment (wildlife, flora, water biological, forest, land, and other resources), including, but not limited to, the effects of accidents, and the preparation of an integral program of nature- conservation and countervailing nature- conservation measures for all OAO Gazprom facilities during the development of gas- producing, gas-transportation, gas-processing, and gas-chemical capacities in Eastern Siberian and Far Eastern regions”, and “Preparation of methods for the assessment of financial and economic efficiency in the development of coal- methanol fields with due regard for public and regional effects” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 44 million Rubles   Management   For   For   For


  8.97    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of technical proposals for efficient power plant use on the basis of renewable energy sources and non-conventional hydrocarbon energy resources”, Preparation of collected labor cost estimates for the purposes of calculating the values of design and surveying works at OAO Gazprom facilities”, “Feasibility study of options for underground coal gasification (UCG) enterprises to generate electricity and produce a synthetic substitute natural gas (SNG)”, “Preparation of circuit designs and proposals for the future use of heat-pump devices using gas drives and new environmentally-friendly cooling agents at OAO Gazprom facilities and in the regional energy sectors”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 80.3 million Rubles   Management   For   For   For
  8.98    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of one year after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of draft programs to put motor transport and agricultural machinery to using gas motor fuel in Sakhalin, in Khabarovsk, Primorsk, and Kamchatka provinces”, “Preparation of feasibility studies and proposals to develop the LPG filling station network, and a fleet of vehicles driven by natural gas, while developing the fields of Yamal, in the cities of Nadym and Novy Urengoy” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 60 million Rubles   Management   For   For   None
  8.99    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes within the period from the execution date and up to July 1, 2015, following OAO Gazprom’s instructions, to provide services related to the evaluation of current level of gasification of the Russian regions, and OAO Gazprom will make payments for a total of up to 26.1 million Rubles   Management   For   For   Case By Case


  8.100   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Promgaz, pursuant to which OAO Gazprom

Promgaz undertakes to perform during the period

of two years after their execution, acting upon

OAO Gazprom’s instructions, research work for

OAO Gazprom covering the following subjects:

“Preparation of collections of estimated prices for

the equipment, inventory and fuel, used in the

construction of wells as of January 1, 2012”,

“Increase of seismic resolution using second

harmonics at coal-methanol deposits of

Kuzbass”, Preparation of feasibility studies and

proposals to streamline expenses and reduce the

cost of production coalbed methane”, “Updating

of financial and economic substantiation for

favorable investment climate in order to

implement the program of coalbed methane

production in Kuzbass”, Preparation of the

program for synchronization of works on

preliminary degassing of coal beds, through

production of methane within mining allocations

of coal producing enterprises, taking into account

the development prospects of gas and coal

production businesses up to 2030”, and to deliver

the research results to OAO Gazprom, while

OAO Gazprom undertakes to accept the

research results and to make payment for them

up to an aggregate maximum amount of 54.08

million Rubles

  Management   For   For   Case By Case
  8.101   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Promgaz, pursuant to which OAO Gazprom

Promgaz undertakes to perform during the period

of two years after their execution, acting upon

OAO Gazprom’s instructions, research work for

OAO Gazprom covering the following subjects:

“Development of regulatory framework for use of

geosynthetics at OAO Gazprom’s facilities”,

“Updating of project indicators and project

solutions for the development of Kovykta and

Chikansky gas and condensate fields”,

“Adjustment of the General Scheme of Gas

Supplies and Gasification of Irkutsk Region” and

to deliver the research results to OAO Gazprom,

while OAO Gazprom undertakes to accept the

research results and to make payment for them

up to an aggregate maximum amount of 135.14

million Rubles

  Management   For   For   Case By Case
  8.102   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Promgaz, pursuant to which OAO Gazprom

Promgaz undertakes to perform during the period

of three years after their execution, acting upon

OAO Gazprom’s instructions, research work for

OAO Gazprom covering the following subjects:

“Review of OAO Gazprom Standard 2-1.13-317-

2009 “Graphic display of facilities of the unified

gas supply system on the process flow charts”,

and development of sections on graphic display

of equipment on the layouts of facilities involved

in gas production, underground storage and

processing”, “Amending OAO Gazprom Standard

2-1.11-070-206 “Methodological guidelines for

selection of the neutral grounding regime within

the electric networks of 6 and 10 kW of voltage

by OAO Gazprom subsidiaries and group

companies”, “Development of OAO Gazprom

Standard “Use of power cables made of

crosslinked polyethylene”, “Amending OAO

Gazprom Standard “Categorization of electrical

receivers used at OAO Gazprom industrial

facilities to replace OAO Gazprom Standard 2-

6.2-149-2007 “Development of industrial

regulation on the use of low-temperature

resistant heat carriers within the head supply

systems”, “Development of proposals on the use

of distribution heating systems at OAO

Gazprom’s facilities, and to deliver the research

results to OAO Gazprom, while OAO Gazprom

undertakes to accept the research results and to

make payment for them up to an aggregate

maximum amount of 64 million Rubles

  Management   For   For   Case By Case


  8.103   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Promgaz, pursuant to which OAO Gazprom

Promgaz undertakes during the period of 18

months after their execution, acting upon OAO

Gazprom’s instructions, to provide services

involved in maintaining the information portal of

the Office for Conversion to Gas Services and

Gas Uses in order to monitor, diagnose, and

manage gas facilities, while OAO Gazprom

undertakes to make payment for such services

up to an aggregate maximum amount of 3.7

million Rubles

  Management   For   For   Case By Case
  8.104   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprom EP

International B.V. (the “Licensee”), pursuant to

which OAO Gazprom will provide the Licensee

with an ordinary (non-exclusive) license to use its

trademarks “Gazprom” and , as registered with

the World Intellectual Property Organization

(Nos. of international registration 807841,

807842, date of international registration - April

22, 2003), on goods and on the labels or

packaging of goods, or during the performance of

work or the provision of services, on covering,

business, or other documentation, or in

advertising, printed publications, or on official

letterheads, or on signboards, including on

administrative buildings and industrial facilities,

on clothes and means of individual protection, or

during the demonstration of exhibits at exhibitions

and fairs, or in the Internet, or in the Licensees’

trade name, or in the Licensee’s corporate seal,

as well as with the right - subject to prior written

consent from OAO Gazprom - to enter into

sublicense agreements with third persons

(“Sublicensees”) to use the foregoing trademarks

subject to the rights and ways to use the same,

which are available to the Licensee under the

respective license agreement, while the

Licensees will pay a license fee to OAO Gazprom

up to an aggregate maximum amount of 841.34

thousand U.S. Dollars, or its equivalent in

Rubles, Euros or other currency

  Management   For   For   Case By Case
  8.105   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreement between

OAO Gazprom and OAO Gazprom

Gazoraspredeleniye, pursuant to which OAO

Gazprom Gazoraspredeleniye within the time

from its execution and up to December 31, 2013, acting upon OAO Gazprom’s instructions, undertakes to provide services involved in the organization and conduct of a conference on distribution and gas consumption, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 2.2 million Rubles

  Management   For   For   Case By Case
  8.106   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Beltransgaz

(the “Licensee”), pursuant to which OAO

Gazprom will provide the Licensee with an

ordinary (non-exclusive) license to use its

trademarks [Gazprom], “Gazprom” and , as

registered with the World Intellectual Property

Organization (Nos. of international registration

807841, 807842, 807840, date of international

registration - April 22, 2003), on goods and on

the labels or packaging of goods, or during the

performance of work or the provision of services,

on covering, business, or other documentation, or

in advertising, printed publications, or on official

letterheads, or on signboards, including on

administrative buildings and industrial facilities,

on clothes and means of individual protection, or

during the demonstration of exhibits at exhibitions

and fairs, or in the Internet, or in the Licensees’

trade name, or in the Licensee’s corporate seal,

while the Licensees will pay a license fee to OAO

Gazprom up to an aggregate maximum amount

of 4.248 million Rubles

  Management   For   For   Case By Case


  8.107   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazpromviet,

OOO Gaz-Oil, ZAO Yamalgazinvest, and the

Gazpromipoteka foundation (“Licensees”),

pursuant to which OAO Gazprom will grant the

Licensees an ordinary (non-exclusive) license to

use its trademarks [Gazprom], “Gazprom” and ,

as registered in the State Register of Trade

Marks and Service Marks of the Russian

Federation (certificates of trademarks (service

marks) No. 228275 of November 19, 2002, No.

228276 of November 19, 2002, and No. 220181

of September 3, 2002) , on goods and on the

labels or packaging of goods which are

produced, offered for sale, sold, or displayed at

exhibitions or fairs, or otherwise introduced into

civil turnover in the territory of the Russian

Federation, or are stored or transported for such

purposes, or are brought into the territory of the

Russian Federation, or during the performance of

work or the provision of services, including the

development of oil and gas fields and the

construction of oil and gas pipelines, on covering,

business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensees’ corporate seals, or in the Internet, or in the Licensees’ trade names, and the Licensees will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 16.992 million Rubles

  Management   For   For   Case By Case
  8.108   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Gazenergoset whereby OAO Gazprom provides

to OAO Gazprom Gazenergoset for temporary

use facilities of the KS Portovaya NGV-refuelling

compressor station (technological gas pipelines,

and the site of the station itself), facilities of KS

Elizavetinskaya NGV-refuelling compressor

station (technological gas pipelines, the site of

the station, on-site communication lines,

sewerage, cable electrical supply network,

technical security equipment, electric and

chemical protection gear), as well as the facilities

of KS Volkhovskaya NGV-refuelling compressor

station (technological gas pipelines, the site of

the station, , sewerage, cable electrical supply

network, technical security equipment, electric

and chemical protection gear, communications

lines and alarm system), located in the Leningrad

Region, Vsevolzhsky District, for a term of not

more than 12 months, and OAO Gazprom will

make payments for the use of the property for up

to 25.7 million Rubles

  Management   For   For   For
  8.109   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Gazoraspredeleniye (“Licensee”), pursuant to

  Management   For   For   For


    

which OAO Gazprom will grant the Licensees an

ordinary (non-exclusive) license to use its

trademarks [Gazprom], “Gazprom” and , as

registered in the State Register of Trade Marks

and Service Marks of the Russian Federation

(certificates of trademarks (service marks) No.

228275 of November 19, 2002, No. 228276 of

November 19, 2002, and No. 220181 of

September 3, 2002), on goods and on the labels

or packaging of goods which are produced,

offered for sale, sold, or displayed at exhibitions

or fairs, or otherwise introduced into civil turnover

in the territory of the Russian Federation, or are

stored or transported for such purposes, or are

brought into the territory of the Russian

Federation, or during the performance of work or

the provision of services, including the

development of oil and gas fields and the

construction of oil and gas pipelines, on covering,

business, or other documentation, including, but

not limited to, that related to introduction of goods

into civil turnover, or in offers to sell goods,

perform work, or provide services, or in

announcements or advertisements, or in

connection with charitable or sponsored events,

or in printed publications, or on official

letterheads, or on signs, including signs on

administrative buildings, industrial facilities, multi-

functional refueling complexes providing

accompanying types of roadside service, shops,

car washing stations, cafes, car service / tire

fitting businesses, and recreational services

centers, or on transportation vehicles, or on

clothes or individual protective gear, or on the

Licensee’s corporate seals, or in the Internet, or

in the Licensee’s trade names, as well as with the

right - subject to prior written consent from OAO

Gazprom - to enter into sublicense agreements

with third persons (“Sublicensees”) to use the

foregoing trademarks subject to the rights and

ways to use the same, which are available to the

Licensee under the respective license

agreement, and the Licensee will pay license

fees to OAO Gazprom in the form of quarterly

payments for the right to use each of OAO

Gazprom’s foregoing trademarks with respect to

each transaction in an amount not exceeding 300

times the minimum statutory wage established by

the effective legislation of the Russian Federation

as on the execution date of the respective

transfer and acceptance acts, plus value added

tax at the rate established by the effective

legislation of the Russian Federation, up to an

aggregate maximum amount of 174.168 million

Rubles

       
  8.110   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreement between

OAO Gazprom and OAO Gazprom Neft (the

“Licensee”), pursuant to which the Licensee is

entitled, subject to prior written consent from OAO Gazprom, to enter into sublicense agreements with third persons (“Sublicensees”) to use the following trademarks of OAO Gazprom: as registered in the blue, and white color /color combination in the State Register of Trade Marks and Service Marks of the Russian Federation, (certificates of trademarks (service marks) No. 441154 of July 18, 2011, No. 441095 of July 15, 2011, No. 441094 of July 15, 2011, and No. 441175 of July 18, 2011), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay a license fee up to an aggregate maximum amount of 566.4 million Rubles

  Management   For   For   For
  8.111   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO

Vostokgazprom, pursuant to which OAO

Gazprom will grant OAO Vostokgazprom

temporary possession and use of an M-468R

special-purpose communications installation for a

period not exceeding 12 months, and OAO

Vostokgazprom will make payment for using such

property up to a maximum amount of 274,000

Rubles

  Management   For   For   For


  8.112   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: An agreement

between OAO Gazprom and Societe General,

whereby OAO Gazprom assumes an obligation

to Societe Generale to secure the performance

by OOO Gazprom export of its obligations under

a direct contract in connection with the

agreement for transportation of gas between

Nord Stream AG and OOO Gazprom export,

entered into between OOO Gazprom export,

Nord Stream AG and Societe Generale

(hereinafter, Transportation Direct Contract)

including obligations to pay a termination fee in

accordance with the terms of the Transportation

Direct Contract, for a total amount of up to 12.094

billion Euros

  Management   For   For   For
  8.113   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and State Corporation

“Bank for Development and Foreign Economic

Affairs (Vnesheconombank)” regarding receipt by

OAO Gazprom of funds with a maximum amount

of 6 billion U.S. Dollars or its equivalent in Rubles

or Euros, for a term not exceeding five years,

with interest for using the loans to be paid at a

rate not exceeding 12% per annum in the case of

loans in U.S. Dollars / Euros and at a rate not

exceeding the Bank of Russia’s refinancing rate

in effect on the date of entry into the applicable

loan agreement, plus 3% per annum, in the case

of loans in Rubles

  Management   For   For   For
  8.114   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO NOVATEK,

pursuant to which OAO Gazprom will provide

services related to arranging for the

transportation of gas in a total amount not

exceeding 140 billion cubic meters and OAO

NOVATEK will make payment for the services

related to arranging for the transportation of gas

via trunk gas pipelines up to an aggregate

maximum amount of 224 billion Rubles

  Management   For   For   None
  8.115   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will deliver, and OOO Gazprom Mezhregiongaz will accept (take off), gas in an aggregate maximum amount of 305 billion cubic meters (subject to applicable monthly delivery deadlines) with an aggregate maximum amount of 1.240 trillion Rubles

  Management   For   For   None
  CMMT   

PLEASE NOTE THAT CUMULATIVE VOTING

APPLIES TO THIS RESOLUTION REGARDING

THE EL-ECTION OF DIRECTORS. STANDING

INSTRUCTIONS HAVE BEEN REMOVED FOR

THIS MEETING.-PLEASE NOTE THAT ONLY A

VOTE “FOR” THE DIRECTOR WILL BE

CUMULATED. PLEASE CON-TACT YOUR

CLIENT SERVICE REPRESENTATIVE IF YOU

HAVE ANY QUESTIONS.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT FOR RESOLUTION 9, 11

DIRECTORS WILL BE ELECTED OUT OF THE

12-CANDIDATES..

  Non-Voting       None
     Comments-Non Voting Agenda Item
  9.1   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Andrei Igorevich

Akimov

  Management   Abstain   Against   None
  9.2   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Farit Rafikovich

Gazizullin

  Management   Abstain   Against   None
  9.3   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Viktor Alekseevich

Zubkov

  Management   Abstain   Against   None
  9.4   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Elena Evgenievna

Karpel

  Management   Abstain   Against   None
  9.5   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Timur Kulibaev

  Management   Abstain   Against   None


  9.6   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Vitaly Anatolyevich

Markelov

  Management   Abstain   Against   None
  9.7   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Viktor Georgievich

Martynov

  Management   Abstain   Against   None
  9.8   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Vladimir

Alexandrovich Mau

  Management   Abstain   Against   None
  9.9   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Aleksey Borisovich

Miller

  Management   Abstain   Against   None
  9.10   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Valery Abramovich

Musin

  Management   For   For   None
  9.11   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Mikhail Leonidovich

Sereda

  Management   Abstain   Against   None
  9.12   

Elect the following person to the Board of

Directors of OAO “Gazprom”: Igor Khanukovich

Yusufov

  Management   Abstain   Against   None
  CMMT   

PLEASE NOTE THAT ALTHOUGH THERE ARE

11 CANDIDATES TO BE ELECTED AS AUDIT

COMMI-SSION MEMBERS, THERE ARE ONLY

9 VACANCIES AVAILABLE TO BE FILLED AT

THE MEETIN-G. THE STANDING

INSTRUCTIONS FOR THIS MEETING WILL BE

DISABLED AND, IF YOU CHO-OSE, YOU ARE

REQUIRED TO VOTE FOR ONLY 9 OF THE 11

AUDIT COMMISSION MEMBERS. T-HANK

YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
  10.1   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Dmitry

Aleksandrovich Arkhipov

  Management       None
  10.2   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Andrei

Viktorovich Belobrov

  Management   For   For   None
  10.3   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Vadim

Kasymovich Bikulov

  Management   For   For   None
  10.4   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Aleksey

Borisovich Mironov

  Management   For   For   None
  10.5   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Lidiya

Vasilievna Morozova

  Management   For   For   None
  10.6   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Anna Borisovna

Nesterova

  Management   For   For   None
  10.7   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Georgy

Avtandilovich Nozadze

  Management   For   For   None
  10.8   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Yury

Stanislavovich Nosov

  Management       None
  10.9   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Karen Iosifovich

Oganyan

  Management   For   For   None
  10.10   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Maria

Gennadievna Tikhonova

  Management   For   For   None
  10.11   

Elect the following person to the Audit

Commission of OAO “Gazprom”: Aleksandr

Sergeyevich Yugov

  Management   For   For   None
  CMMT   

REMINDER PLEASE NOTE IN ORDER TO

VOTE ON THE FULL MEETING AGENDA YOU

MUST ALSO-VOTE ON MEETING ID 999132

WHICH CONTAINS RESOLUTIONS 1 TO 8.71.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION IN THE COMMENT.IF

YOU-HAVE ALREADY SENT IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS Y-OU DECIDE TO AMEND

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY

PORTFOLIO

  7600-1  

NORTHERN

TRUST

  217,600     15-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703926519 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT BECAUSE OF THE SIZE

OF THE AGENDA [148 RESOLUTIONS] FOR

THE G-AZPROM OF RUSSIA MEETING. THE

AGENDA HAS BEEN BROKEN UP AMONG

TWO INDIVIDUAL M-EETINGS. THE MEETING

IDS AND HOW THE RESOLUTIONS HAVE

BEEN BROKEN OUT ARE AS F-OLLOWS:

MEETING ID 999132 [RESOLUTIONS 1

THROUGH 8.71] AND MID 100215 [RESOLUT-

IONS 8.72 THROUGH 10.11]. IN ORDER TO

VOTE ON THE COMPLETE AGENDA OF THIS

MEET-ING YOU MUST VOTE ON BOTH THE

MEETINGS.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

Approve the Annual Report of OAO Gazprom for

2011

  Management   For   For   For
  2   

Approve the annual accounting statements,

including the profit and loss report of the

Company based on the results of 2011

  Management   For   For   For
  3   

Approve the distribution of profit of the Company

based on the results of 2011

  Management   For   For   For
  4   

Approve the amount of, time for and form of

payment of annual dividends on the Company’s

shares that have been recommended by the

Board of Directors of the Company

  Management   For   For   For
  5   

Approve Closed Joint Stock Company

PricewaterhouseCoopers Audit as the

Company’s auditor

  Management   For   For   For
  6   

Pay remuneration to members of the Board of

Directors in the amounts recommended by the

Board of Directors of the Company

  Management   Against   Against   Against
     Comments-Fees are excessive
  7   

Pay remuneration to members of the Audit

Commission in the amounts recommended by

the Board of Directors of the Company

  Management   For   For   For
  8.1   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company) regarding receipt by OAO Gazprom of funds with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles

  Management   For   For   For
  8.2   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Bank VTB

regarding receipt by OAO Gazprom of funds with

a maximum amount of one billion U.S. Dollars or

its equivalent in Rubles or Euros, for a term not

exceeding five years, with interest for using the

loans to be paid at a rate not exceeding 12% per

annum in the case of loans in U.S. Dollars /

Euros and at a rate not exceeding the Bank of

Russia’s refinancing rate in effect on the date of

entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles

  Management   For   For   For
  8.3   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Transactions

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), to be entered into

under a loan facility agreement between OAO

Gazprom and the bank, involving receipt by OAO

Gazprom of funds with a maximum amount of 60

billion Rubles, or its equivalent in U.S. Dollars or

Euros, for a term not exceeding 90 calendar

days, with interest for using the loans to be paid

at a rate not exceeding the reference offered rate

for Ruble loans (deposits) in the Moscow money

market (MosPrime Rate) for the loans in Rubles,

or the London Interbank Offered Rate (LIBOR)

for the loans in U.S. Dollars / Euros, established

for loans with a maturity equal to a period of

using the applicable loan, quoted as of the date

of entry into the applicable transaction, increased

by 4%

  Management   For   For   For


  8.4   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Transactions

between OAO Gazprom and Sberbank of Russia,

to be entered into under a loan facility agreement

between OAO Gazprom and the bank, involving

receipt by OAO Gazprom of funds with a

maximum amount of 60 billion Rubles, or its

equivalent in U.S. Dollars or Euros, for a term not

exceeding 90 calendar days, with interest for

using the loans to be paid at a rate not exceeding

the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%

  Management   For   For   For
  8.5   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Transactions

between OAO Gazprom and OAO Bank VTB, to

be entered into under a loan facility agreement

between OAO Gazprom and the bank, involving

receipt by OAO Gazprom of funds with a

maximum amount of 30 billion Rubles, or its

equivalent in U.S. Dollars or Euros, for a term not

exceeding 90 calendar days, with interest for

using the loans to be paid at a rate not exceeding

the reference offered rate for Ruble loans

(deposits) in the Moscow money market

(MosPrime Rate) for the loans in Rubles, or the

London Interbank Offered Rate (LIBOR) for the

loans in U.S. Dollars / Euros, established for

loans with a maturity equal to a period of using

the applicable loan, quoted as of the date of entry

into the applicable transaction, increased by 4%

  Management   For   For   For
  8.6   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Transactions

between OAO Gazprom and OAO BANK

ROSSIYA, to be entered into under Loan Facility

Agreement No. ID00117/9 dated July 16, 2009

between OAO Gazprom and the bank, involving

receipt by OAO Gazprom of funds with a

maximum amount of 100 million U.S. Dollars, for

a term not exceeding 30 calendar days, with

interest for using the loans to be paid at a rate

not exceeding the London Interbank Offered Rate (LIBOR) established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%

  Management   For   For   For
  8.7    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 10 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For


  8.8   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), pursuant to which

Gazprombank (Open Joint Stock Company) will

accept and credit, upon the terms and conditions

announced by it, funds transferred to accounts

opened by OAO Gazprom and conduct

operations through the accounts, acting upon

OAO Gazprom’s instructions, as well as

agreements between OAO Gazprom and

Gazprombank (Open Joint Stock Company)

regarding maintenance in the account of a non-

reducible balance with a maximum amount not

exceeding 30 billion Rubles or its equivalent in a

foreign currency for each transaction, with

interest to be paid by the bank at a rate not lower

than 0.1% per annum in the relevant currency

  Management   For   For   For
  8.9   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Sberbank of Russia

OAO, OAO Bank VTB, OAO BANK ROSSIYA,

and OAO Bank Rosselkhozbank, pursuant to

which the banks will accept and credit, upon the

terms and conditions announced by the banks,

funds transferred to accounts opened by OAO

Gazprom and conduct operations through the

accounts acting upon OAO Gazprom’s

instructions

  Management   For   For   For
  8.10   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Sberbank of Russia

OAO, OAO Bank VTB, OAO BANK ROSSIYA,

and OAO Bank Rosselkhozbank, pursuant to

which the banks will provide services to OAO

Gazprom making use of electronic payments

system of the respective bank, including receipt

from OAO Gazprom of electronic payment

documents for executing payment operations through the accounts, provision of electronic statements of accounts and conduct of other electronic document processing, and OAO Gazprom will make payment for the services provided at the tariffs of the respective bank effective at the time of the provision of the services

  Management   For   For   For
  8.11   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Foreign currency

purchase/sale transactions between OAO

Gazprom and Gazprombank (Open Joint Stock

Company), to be entered into under General

Agreement on the Conduct of Conversion

Operations No. 3446 between OAO Gazprom

and the bank dated September 12, 2006, with a

maximum amount of 500 million U.S. Dollars or

its equivalent in Rubles, Euros or other currency

for each transaction

  Management   For   For   For
  8.12   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Foreign currency

purchase/sale transactions between OAO

Gazprom and OAO Bank VTB to be entered into

under General Agreement on the Conduct of

Conversion Operations No. 1 between OAO

Gazprom and the bank dated July 26, 2006, with

a maximum amount of 500 million U.S. Dollars or

its equivalent in Rubles, Euros or other currency

for each transaction

  Management   For   For  

For


  8.13   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO SOGAZ,

pursuant to which OAO SOGAZ undertakes - in

the event that any harm is caused to the life or

health of OAO Gazprom’s employees (“insured

persons”) as a result of an accident that occurs

during the insured period or a disease having

been diagnosed during the effective period of the

respective agreements (“insured events”), to

make an insurance payment to the insured

person or to the person designated by him (her)

as his (her) beneficiary or to the heirs of the

insured person (beneficiaries), up to an

aggregate insurance amount of 680 billion

Rubles, while OAO Gazprom undertakes to pay

OAO SOGAZ an insurance premium with an

aggregate maximum amount of 60 million

Rubles, with each agreement having a term of

one year

  Management   For   For   For
  8.14   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreement for

deposit transactions procedure between OAO

Gazprom and OAO Bank VTB and deposit

transactions between OAO Gazprom and the

bank to be entered into in accordance therewith,

for the amount not exceeding 30 billion Rubles or

its equivalent in a foreign currency for each

transaction, at the rate not less than the product

of 0.8 and the reference offered rate for Ruble

loans (deposits) in the Moscow money market

(MosPrime Rate) for the relevant period for

Ruble-denominated transaction, or the product of

0.8 and the London Interbank Offered Rate

(LIBOR) for the relevant period for transactions

denominated in a foreign currency

  Management   For   For   For
  8.15   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreement for

deposit transactions procedure between OAO

Gazprom and Gazprombank (Open Joint Stock

Company) and deposit transactions between

OAO Gazprom and the bank to be entered into in

accordance therewith, for the amount not

exceeding 30 billion Rubles or its equivalent in a

foreign currency for each transaction, at the rate

not less than the product of 0.8 and the reference

offered rate for Ruble loans (deposits) in the

Moscow money market (MosPrime Rate) for the

relevant period for Ruble-denominated

transaction, or the product of 0.8 and the London

Interbank Offered Rate (LIBOR) for the relevant

period for transactions denominated in a foreign

currency

  Management   For   For   For
  8.16   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), pursuant to which

OAO Gazprom will grant suretyships to secure

performance by OAO Gazprom’s subsidiary

companies of their obligations to Gazprombank

(Open Joint Stock Company) with respect to the

bank’s guarantees issued to the Russian

Federation’s tax authorities in connection with the

subsidiary companies challenging such tax

authorities’ claims in court, with an aggregate

maximum amount equivalent to 500 million U.S.

Dollars and for a period not exceeding 14 months

  Management   For   For   For


  8.17   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), pursuant to which

OAO Gazprom will issue suretyships to secure

performance by OAO Gazprom’s subsidiary

companies of their obligations to Gazprombank

(Open Joint Stock Company) with respect to the

bank’s guarantees issued to the Russian

Federation’s tax authorities to secure obligations

of the above-mentioned companies to pay excise

taxes in connection with exports of excisable oil

products and eventual penalties, with a maximum

amount of 1.8 billion Rubles and for a period not

exceeding 18 months

  Management   For   For   For
  8.18   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Beltransgaz

whereby OAO Gazprom grants to OAO

Beltransgaz temporary possession of Yamal-

Europe trunk gas pipeline facilities and the

relevant machinery located in the Republic of

Belarus, for a term of not more than 3 years, and

OAO Beltransgaz makes payments for the use of

property in the amount not exceeding 270 million

U.S. Dollars

  Management   For   For   For
  8.19   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO

Gazpromtrans, pursuant to which OAO Gazprom

will grant OOO Gazpromtrans temporary

possession and use of the infrastructure facilities

of the railway stations of the Surgutskiy

Condensate Stabilization Plant, of the Sernaya

railway station and of the Tvyordaya Sera railway

station, the facilities of the railway station situated

in the town of Slavyansk-na-Kubani, as well as

the software and hardware solutions “System for

Managing OAO Gazprom’s Property and Other

Assets at OOO Gazpromtrans Level (ERP)” and

“Registration and Analysis of Data on Non-Core

Assets (RADA) within the OAO Gazprom System

at OOO Gazpromtrans Level” for a period not

exceeding 12 months, and OOO Gazpromtrans

will make payment for using such property up to

a maximum amount of 200 million Rubles

  Management   For   For   For
  8.20   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and DOAO

Tsentrenergogaz of OAO Gazprom, pursuant to

which OAO Gazprom will grant DOAO

Tsentrenergogaz of OAO Gazprom temporary

possession and use of the building and

equipment of the repair and machining shop at

the home base of the oil and gas production

department for the Zapolyarnoye gas-oil-

condensate field, situated in the Yamalo-

Nenetskiy Autonomous Area, Tazovskiy District,

township of Novozapolyarnyi, and the building

and equipment of the repair and machining shop

at the Southern Regional Repair Base, situated in

the Stavropolskiy Province, town of Izobilnyi, for

a period not exceeding 12 months, and DOAO

Tsentrenergogaz of OAO Gazprom will make

payment for using such property up to a

maximum amount of 113.2 million Rubles

  Management   For   For   For


  8.21   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Tsentrgaz,

pursuant to which OAO Gazprom will grant OAO

Tsentrgaz temporary possession and use of the

software and hardware solutions “System for

Managing OAO Gazprom’s Property and Other

Assets at OAO Tsentrgaz Level (ERP)”, “OAO

Gazprom Long-Term Investments Reporting and

Analysis System (LTIAA) at OAO Tsentrgaz

Level”, “System of Reporting and Analysis of

Information on Non-Core Assets within OAO

Gazprom System (RAINCA) at OAO Tsentrgaz

Level” and “Electronic Archive Module at OAO

Tsentrgaz Level” for a period not exceeding 12

months, and OAO Tsentrgaz will make payment

for using such property up to a maximum amount

of 4.9 million Rubles

  Management   For   For   For
  8.22   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Promgaz, pursuant to which OAO Gazprom will

grant OAO Gazprom Promgaz temporary

possession and use of experimental prototypes

of gas-using equipment (self-contained modular

boiler installation, recuperative air heater, mini-

boiler unit, radiant panel heating system, U-

shaped radiant tube, modularized complete full-

function small-sized gas and water treatment

installations for coal bed methane extraction

wells, well-head equipment, borehole

enlargement device, and pressure core sampler) located in the Rostov Region, town of Kamensk- Shakhtinsky, and the KemerovO Region, city of Novokuznetsk, an aerospace data processing software and equipment complex, as well as experimental model “Automated Information System “Monitoring”, an experimental model of the data collection, transmission and display station, as well as experimental models of the automatic environmental control station to be used in residential and industrial areas, for a period not exceeding 12 months, and OAO Gazprom Promgaz will make payment for using such property up to a maximum amount of 3.7 million Rubles

  Management   For   For   For
  8.23   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), pursuant to which

OAO Gazprom will grant Gazprombank (Open

Joint Stock Company) temporary possession and

use of the non-residential premises in a building

that are situated at 31 Lenina Street, Yugorsk,

Tyumen Region and are used to house a branch

of Gazprombank (Open Joint Stock Company),

with a total floor space of 1,600 square meters,

and the plot of land occupied by the building and

required for the use of that building, with an area

of 3,371 square meters, for a period not

exceeding 12 months, and Gazprombank (Open

Joint Stock Company) will make payment for

using such property up to a maximum amount of

2 million Rubles

  Management   For   For   For
  8.24   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Neftekhim Salavat, pursuant to which OAO

Gazprom will grant OAO Gazprom Neftekhim

Salavat temporary possession and use of the gas

condensate pipeline running from the

Karachaganakskoye gas condensate field to the

Orenburg Gas Refinery for a period not

exceeding 12 months, and OAO Gazprom

Neftekhim Salavat will make payment for using

such property up to a maximum amount of

240,000 Rubles

  Management   For   For   For


  8.25   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Transactions

between OAO Gazprom and OAO

Rosselkhozbank, to be entered into under a loan

facility agreement between OAO Gazprom and

the bank, involving receipt by OAO Gazprom of

funds with a maximum amount of 50 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%

  Management   For   For   For
  8.26   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Export, pursuant to which OAO Gazprom will

grant OOO Gazprom Export temporary

possession and use of the software and

hardware solutions “OAO Gazprom Long-Term

Investments Reporting and Analysis System

(LTIAA) at OOO Gazprom Export Level” and

“System of Reporting and Analysis of Information

on Non-Core Assets within OAO Gazprom

System (RAINCA) at OOO Gazprom Export

Level” for a period not exceeding 12 months, and

OOO Gazprom Export will make payment for

using such property up to a maximum amount of

1.5 million Rubles

  Management   For   For   For
  8.27   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom Neft,

pursuant to which OAO Gazprom will grant OAO

Gazprom Neft temporary possession and use of

an M-468R special-purpose communications

installation, as well as the software and hardware

solutions “System for Managing OAO Gazprom’s

Property and Other Assets at OAO Gazprom Neft

Level (ERP)”, “OAO Gazprom Long-Term

Investments Reporting and Analysis System

(LTIAA) at OAO Gazprom Neft Level”, “System of

Reporting and Analysis of Information on Non-

Core Assets within OAO Gazprom System

(RAINCA) at OAO Gazprom Neft Level” and

“Electronic Archive Module at OAO Gazprom

Neft Level” for a period not exceeding 12 months,

and OAO Gazprom Neft will make payment for

using such property up to a maximum amount of

4 million Rubles

  Management   For   For   For
  8.28   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Space Systems, pursuant to which OAO

Gazprom will grant OAO Gazprom Space Systems temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Space Systems Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Space Systems Level” and “Electronic Archive Module at OAO Gazprom Space Systems Level” for a period not exceeding 12 months, and OAO Gazprom Space Systems will make payment for using such property up to a maximum amount of 4.9 million Rubles

  Management   For   For   For


  8.29   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO

Yamalgazinvest, pursuant to which OAO

Gazprom will grant ZAO Yamalgazinvest

temporary possession and use of the software

and hardware solutions “System for Managing

OAO Gazprom’s Property and Other Assets at

ZAO Yamalgazinvest Level (ERP)” and

“Electronic Archive Module at ZAO

Yamalgazinvest Level” for a period not exceeding

12 months, and ZAO Yamalgazinvest will make

payment for using such property up to a

maximum amount of 4 million Rubles

  Management   For   For   For
  8.30   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Gazprom

Invest Yug, pursuant to which OAO Gazprom will

grant ZAO Gazprom Invest Yug temporary

possession and use of the software and

hardware solutions “System for Managing OAO

Gazprom’s Property and Other Assets at ZAO

Gazprom Invest Yug Level (ERP)” and

“Electronic Archive Module at ZAO Gazprom

Invest Yug Level” for a period not exceeding 12

months, and ZAO Gazprom Invest Yug will make

payment for using such property up to a

maximum amount of 4.1 million Rubles

  Management   For   For   For
  8.31   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Mezhregiongaz, pursuant to which OAO

Gazprom will grant OOO Gazprom

Mezhregiongaz temporary possession and use of

the software and hardware solutions “System for

Managing OAO Gazprom’s Property and Other

Assets at OOO Gazprom Mezhregiongaz Level

(ERP)”, “OAO Gazprom Long-Term Investments

Reporting and Analysis System (LTIAA) at OOO

Gazprom Mezhregiongaz Level”, “System of

  Management   For   For   For
    

Reporting and Analysis of Information on Non-

Core Assets within OAO Gazprom System

(RAINCA) at OOO Gazprom Mezhregiongaz

Level” and “Electronic Archive Module at OOO

Gazprom Mezhregiongaz Level” for a period not

exceeding 12 months, and OOO Gazprom

Mezhregiongaz will make payment for using such

property up to a maximum amount of 4 million

Rubles

       
  8.32   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Komplektatsiya, pursuant to which OAO

Gazprom will grant OOO Gazprom

Komplektatsiya temporary possession and use of

the software and hardware solutions “System for

Managing OAO Gazprom’s Property and Other

Assets at OOO Gazprom Komplektatsiya Level

(ERP)”, “OAO Gazprom Long-Term Investments

Reporting and Analysis System (LTIAA) at OOO

Gazprom Komplektatsiya Level”, “System of

Reporting and Analysis of Information on Non-

Core Assets within OAO Gazprom System

(RAINCA) at OOO Gazprom Komplektatsiya

Level” and “Electronic Archive Module at OOO

Gazprom Komplektatsiya Level” for a period not

exceeding 12 months, and OAO Gazprom

Komplektatsiya will make payment for using such

property up to a maximum amount of 5 million

Rubles

  Management   For   For   For


  8.33   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Tsentrremont, pursuant to which OAO Gazprom

will grant OOO Gazprom Tsentrremont temporary

possession and use of the software and

hardware complexes “System for Managing OAO

Gazprom’s Property and Other Assets at OOO

Gazprom Tsentrremont Level (ERP)”, “OAO

Gazprom Long-Term Investments Reporting and

Analysis System (LTIAA) at OOO Gazprom

Tsentrremont Level”, and “Electronic Archive

Module at OOO Gazprom Tsentrremont Level”

for a period not exceeding 12 months, and OOO

Gazprom Tsentrremont will make payment for

using such property up to a maximum amount of

5 million Rubles

  Management   For   For   For
  8.34   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Gazprom

telecom, pursuant to which OAO Gazprom will

grant ZAO Gazprom telecom temporary

  Management   For   For   For
    

possession and use of communications facilities

comprised of buildings, communications lines,

communications networks, cable duct systems

and equipment, which are located in the city of

Moscow, the city of Saint Petersburg, the city of

Maloyaroslavets, the city of Rostov-on-Don, the

city of Kaliningrad, the Moscow Region and the

Smolensk Region of the Russian Federation, and

in the territory of the Republic of Belarus, as well

as the software and hardware solutions “System

for Managing OAO Gazprom’s Property and

Other Assets at ZAO Gaztelecom Level (ERP)”

and “Electronic Archive Module at ZAO

Gaztelecom Level” for a period not exceeding 12

months, and ZAO Gaztelecom will make payment

for using such property up to a maximum amount

of 389 million Rubles

       
  8.35   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: An agreement

between OAO Gazprom and OAO Gazprom

Promgaz, whereby OAO Gazprom Promgaz

undertakes to provide services to OAO Gazprom

in respect of the development of the schedule of

events to transition to the operation of gas

distribution systems on the basis of their actual

technical condition, within 18 months from the

date of execution, and OAO Gazprom will make

payments for such services up to a maximum

amount of 9.7 mln Rubles

  Management   For   For   For
  8.36   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Gazoraspredeleniye, pursuant to which OAO

Gazprom will grant OAO Gazprom

Gazoraspredeleniye temporary possession and

use of the property complex of a gas-distribution

system comprised of facilities intended for the

transportation and feeding of gas directly to

consumers (gas pipeline branches, distribution

gas pipelines, inter-township and intra-street gas

pipelines, high-, medium-, and low-pressure gas

pipelines, gas control units, and buildings), and

use of the software and hardware solutions

“System for Managing OAO Gazprom’s Property

and Other Assets at OAO Gazpromregiongaz

Level (ERP) “, “OAO Gazprom Long-Term

Investments Reporting and Analysis System

(LTIAA) (Second Phase) at OAO

Gazpromregiongaz Level”, and “Electronic

Archive Module at OAO Gazpromregiongaz

Level” for a period not exceeding 12 months, and

OAO Gazprom Gazoraspredeleniye will make

payment for using such property up to a

maximum amount of 951.3 million Rubles

  Management   For   For   For


  8.37   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Druzhba,

pursuant to which OAO Gazprom will grant OAO

Druzhba temporary possession and use of the

facilities of Druzhba vacation center (hotels,

effluent treatment facilities, transformer

substations, entrance checkpoints, cottages,

utility networks, metal fences, parking areas,

ponds, roads, pedestrian crossings, sites,

sewage pumping station, sports center, roofed

ground-level arcade, servicing station, diesel-

generator station, boiler house extension, storage

facility, Fisherman’s Lodge, garage, garage with

administrative and amenity building, stela, as well

as service machinery, equipment, furniture and

accessories) situated in the Moscow Region,

Naro-Fominsk District, village of Rogozinino, for a

period not exceeding 5 years, and OAO Druzhba

will make payment for using such property up to

a maximum amount of 1816.5 million Rubles

  Management   For   For   For
  8.38   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Investproekt, whereby OOO Gazprom

Investproekt undertakes to provide to OAO

Gazprom research, analytical, consulting,

organizational, and management services in the

sphere of organizational and contractual

structuring of projects, arrangement of

borrowings, supervision of target application, and

timely commissioning of sites as part of various

investment projects, acting in the interests of

OAO Gazprom, within 5 years from the date of

execution, and OAO Gazprom will make

payments for the services for up to 2.500 million

Rubles

  Management   For   For   For
  8.39   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Export, pursuant to which OOO Gazprom Export

undertakes, acting upon OAO Gazprom’s

instructions and for a total fee not exceeding 300

million Rubles, in its own name, but for OAO

Gazprom’s account, to accept commercial

products owned by OAO Gazprom, including

crude oil, gas condensate, sulphur and refined

products (gasoline, liquefied gases, diesel oil,

fuel oil etc.) and sell them in the market outside

the territory of the Russian Federation, in the

amount not exceeding 6.5 million tons for the

sum not exceeding 71 billion Rubles

  Management   For   For   For
  8.40   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Northgas,

pursuant to which ZAO Northgas will deliver, and

OAO Gazprom will accept (take off), gas in the

amount not exceeding 70 million cubic meters,

deliverable on a monthly basis, and OAO

Gazprom will make payment for the gas up to an

aggregate maximum amount of 102 million

Rubles

  Management   For   For   For
  8.41   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO

Severneftegazprom, pursuant to which OAO

Severneftegazprom will deliver, and OAO

Gazprom will accept (take off), gas in the amount

not exceeding 30 billion cubic meters, and OAO

Gazprom will make payment for the gas up to an

aggregate maximum amount of 48.6 billion

Rubles

  Management   For   For   For


  8.42   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO NOVATEK,

pursuant to which OAO NOVATEK will deliver,

and OAO Gazprom will accept (take off), gas in

the amount not exceeding 40 billion cubic meters,

and OAO Gazprom will make payment for the

gas up to an aggregate maximum amount of 81.1

billion Rubles

  Management   For   For   For
  8.43   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Mezhregiongaz, pursuant to which OAO

Gazprom will provide services related to

arranging for the transportation of gas in a total

amount not exceeding 4 billion cubic meters

across the territory of the Russian Federation and the Republic of Kazakhstan, and OOO Gazprom Mezhregiongaz will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 7.8 billion Rubles

  Management   For   For   For
  8.44   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO

Tomskgazprom, pursuant to which OAO

Gazprom will provide services related to

arranging for the transportation of gas in a total

amount not exceeding 3.5 billion cubic meters,

and OAO Tomskgazprom will make payment for

the services related to arranging for the

transportation of gas via trunk gas pipelines up to

an aggregate maximum amount of 2 billion

Rubles

  Management   For   For   For
  8.45   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom Neft,

pursuant to which OAO Gazprom will provide

services related to arranging for the

transportation of gas in a total amount not

exceeding 7 billion cubic meters and OAO

Gazprom Neft will make payment for the services

related to arranging for the transportation of gas

via trunk gas pipelines up to an aggregate

maximum amount of 6.3 billion Rubles

  Management   For   For   For
  8.46   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO NOVATEK,

pursuant to which OAO Gazprom will provide

services related to arranging for the injection of

gas owned by OAO NOVATEK into underground

gas storage facilities and its storage in such

facilities in the amount not exceeding 12.75

billion cubic meters, and OAO NOVATEK will

make payment for the services related to

arranging for gas injection and storage up to an

aggregate maximum amount of 10.75 billion

Rubles, as well as OAO Gazprom will provide

services related to arranging for the off-taking

from underground gas storage facilities of the gas owned by OAO NOVATEK in the amount not

exceeding 12.75 billion cubic meters, and OAO

NOVATEK will make payment for the services

related to arranging for the off-taking of gas up to

an aggregate maximum amount of 614.06 million

Rubles

  Management   For   For   For
  8.47   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and Gazprombank

(Open Joint Stock Company), pursuant to which

  Management   For   For   For


    

the bank will provide guarantees to the customs

authorities of the Russian Federation in regard to

the obligations of OAO Gazprom as a customs

broker (representative) to the extent concerning

the payment of customs duties and eventual

interest and penalties up to a maximum amount

of 1 million Euros, with a fee due to the bank at a

rate not exceeding 1% per annum of the amount

of the guarantee

       
  8.48   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Mezhregiongaz, pursuant to which OAO

Gazprom undertakes, acting on behalf of OOO

Gazprom Mezhregiongaz and upon its

instructions, to declare for customs purposes the

natural gas transported by pipeline across the

customs border of the Russian Federation, and

OOO Gazprom Mezhregiongaz undertakes to

pay for such services in the amount not

exceeding 3,000 Rubles per cargo customs

declaration, as well as the value added tax at the

rate required by the effective legislation of the

Russian Federation, up to an aggregate

maximum amount of 170,000 Rubles

  Management   For   For   For
  8.49   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO NOVATEK,

pursuant to which OAO Gazprom undertakes,

acting on behalf of OAO NOVATEK and upon its

instructions, to declare for customs purposes the

natural gas transported by pipeline across the

customs border of the Russian Federation, and

OAO NOVATEK undertakes to pay for such

services in the amount not exceeding 1.58

Rubles per thousand cubic meters of natural gas,

as well as the value added tax at the rate

required by the effective legislation of the

Russian Federation, on the basis of the monthly

volume of the transported natural gas, up to an

aggregate maximum amount of 42.7 million

Rubles

  Management   For   For   For
  8.50   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom Neft,

pursuant to which OAO Gazprom undertakes,

acting on behalf of OAO Gazprom Neft and upon

its instructions, to declare for customs purposes

the natural gas transported by pipeline across the

customs border of the Russian Federation, and

OAO Gazprom Neft undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 960,000 Rubles

  Management   For   For   For
  8.51   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Kaunas Heat-

Electric Generating Plant whereby OAO

Gazprom will sell, and ZAO Kaunas Heat-Electric

Generating Plant will buy in 2013 not less than

410 million cubic meters of gas, for a total of up

to 185 million Euros

  Management   For   For   None


  8.52   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and a/s Latvijas Gaze,

pursuant to which OAO Gazprom will sell, and

a/s Latvijas Gaze will purchase, gas in the

amount not exceeding 1.5 billion cubic meters for

an aggregate maximum amount of 675 million

Euros in 2013 and pursuant to which a/s Latvijas

Gaze will provide services related to injection into

and storage in the Incukalna underground gas

storage facility of gas owned by OAO Gazprom,

and related to its off-taking and transportation

across the territory of the Republic of Latvia in

2013 in the following amounts: services related to

the injection of gas into storage facility and

services related to storage of gas and its off-

taking-in the amount not exceeding 900 million

cubic meters, and services related to the

transportation of gas-in the amount not

exceeding 1.8 billion cubic meters, and OAO

Gazprom will make payment for such services up

to an aggregate maximum amount of 22.1 million

Euros

  Management   For   For   None
  8.53   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and AB Lietuvos Dujos,

pursuant to which OAO Gazprom will sell, and

AB Lietuvos Dujos will purchase, gas in the

amount not exceeding 1.5 billion cubic meters

with an aggregate maximum amount of 675

million Euros in 2013 and pursuant to which AB

Lietuvos Dujos will provide services related to the transportation of gas in transport mode across the territory of the Republic of Lithuania in the amount not exceeding 2.5 billion cubic meters in 2013 and OAO Gazprom will make payment for the gas transportation services up to an aggregate maximum amount of 12.35 million Euros

  Management   For   For   None
  8.54   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and AO Moldovagaz,

pursuant to which OAO Gazprom will sell and AO

Moldovagaz will purchase gas in the amount not

exceeding 10.4 billion cubic meters for an

aggregate maximum amount of 3.9 billion U.S.

Dollars in 2012 - 2014 and pursuant to which AO

Moldovagaz will provide services related to the

transportation of gas in transport mode across

the territory of the Republic of Moldova in the

amount not exceeding 70 billion cubic meters in

2012 - 2014, and OAO Gazprom will make

payment for services related to the transportation

of gas via trunk gas pipelines up to an aggregate

maximum amount of 172 million U.S. Dollars

  Management   For   For   None
  8.55   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and KazRosGaz LLP,

pursuant to which OAO Gazprom will provide

services related to arranging for the

transportation of 8 billion cubic meters of gas in

2013, and KazRosGaz LLP will make payment

for the services related to arranging for the

transportation of gas via trunk gas pipelines up to

an aggregate maximum amount of 40 million U.S.

Dollars

  Management   For   For   None


  8.56   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Beltransgaz,

pursuant to which OAO Gazprom sells, and OAO

Beltransgaz buys, gas in 2013 in the amount not

exceeding 23 billion cubic meters with an

aggregate maximum amount of 4.1 billion U.S.

Dollars and pursuant to which OAO Beltransgaz

in 2013 will provide gas-transportation services in

the transit mode in the territory of the Republic of

Belarus in an aggregate maximum amount of 60

billion cubic meters, while OAO Gazprom will

make payment for such services of transporting

gas by trunk gas pipelines up to an aggregate

maximum amount of 570 million U.S. Dollars

  Management   For   For   None
  8.57   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and GAZPROM

Germania GmbH, pursuant to which OAO

Gazprom will provide services related to

arranging for the transportation of natural gas

owned by GAZPROM Germania GmbH across

the territory of the Republic of Kazakhstan, the

Republic of Uzbekistan, the Russian Federation,

and the Republic of Belarus in the amount not

exceeding 2 billion cubic meters, and GAZPROM

Germania GmbH will make payment for the

services related to arranging for the

transportation of gas via trunk gas pipelines up to

an aggregate maximum amount of 55 million U.S.

Dollars

  Management   For   For   None
  8.58   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO

Gazpromtrans, pursuant to which OOO

Gazpromtrans undertakes, acting upon OAO

Gazprom’s instructions and for a fee with an

aggregate maximum amount of 1.24 billion

Rubles, in its own name, but for the account of

OAO Gazprom, to ensure in 2012-2013

arrangement of operations related to the

development and assessment of cost estimate

documentation, start-up and commissioning work

at OAO Gazprom’s facilities, commissioned

under investment project implementation

contracts, in the “under-load” mode as well as

other work, required for the performance of

“under-load” start-up and commissioning work

  Management   For   For   None
  8.59   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Gazprom

Invest Yug, pursuant to which ZAO Gazprom

Invest Yug undertakes, acting upon OAO

Gazprom’s instructions and for a fee with an

aggregate maximum amount of 5.66 million

Rubles, in its own name, but for the account of

OAO Gazprom, to ensure in 2012-2013

arrangement of operations related to the

development and assessment of cost estimate

documentation, start-up and commissioning work

at OAO Gazprom’s facilities, commissioned

under investment project implementation

contracts, in the “under-load” mode as well as

other work, required for the performance of

“under-load” startup and commissioning work

  Management   For   For   None


  8.60   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Tsentrremont, pursuant to which OOO Gazprom

Tsentrremont undertakes, acting upon OAO

Gazprom’s instructions and for a fee with an

aggregate maximum amount of 1.06 million

Rubles, in its own name, but for the account of

OAO Gazprom, to ensure in 2012-2013

arrangement of operations related to the

development and assessment of cost estimate

documentation, start-up and commissioning work

at OAO Gazprom’s facilities, commissioned

under investment project implementation

contracts, in the “under-load” mode as well as

other work, required for the performance of

“under-load” start-up and commissioning work

  Management   For   For   None
  8.61   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO

Yamalgazinvest, pursuant to which ZAO

Yamalgazinvest undertakes, acting upon OAO

Gazprom’s instructions, for a fee with an

aggregate maximum amount of 7.41 million

Rubles, in its own name, but for the account of

OAO Gazprom, to ensure in 2012-2013

arrangement of operations related to the

development and assessment of cost estimate

documentation, start-up and commissioning work

at OAO Gazprom’s facilities, commissioned

under investment project implementation

contracts, in the “under-load” mode as well as

other work, required for the performance of

“under-load” start-up and commissioning work

  Management   For   For   None
  8.62   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Gazprom

Space Systems, pursuant to which OAO

Gazprom Space Systems undertakes, during the

period between July 1, 2012 and December 31,

2013, acting upon OAO Gazprom’s instructions,

to provide services related to the implementation

of OAO Gazprom’s investment projects involving

construction and commissioning of facilities, and

OAO Gazprom undertakes to pay for such

services up to a maximum amount of 170

thousand Rubles

  Management   For   For   None
  8.63   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Gazprom

telecom, pursuant to which ZAO Gazprom

telecom undertakes, during the period between

July 1, 2012 and December 31, 2013, acting

upon OAO Gazprom’s instructions, to provide

services related to implementation of OAO

Gazprom’s investment projects involving

construction and commissioning of facilities, and

OAO Gazprom undertakes to pay for such

services up to a maximum amount of 130

thousand Rubles

  Management   For   For   None
  8.64   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and ZAO Gazprom

Invest Yug, pursuant to which ZAO Gazprom

Invest Yug undertakes, during the period

between July 1, 2012 and December 31, 2013,

acting upon OAO Gazprom’s instructions, to

provide services related to implementation of

OAO Gazprom’s investment projects involving

construction and commissioning of facilities, and

OAO Gazprom undertakes to pay for such

services up to a maximum amount of 4,109.9

million Rubles

  Management   For   For   None


  8.65   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO

Gazpromtrans, pursuant to which OOO

Gazpromtrans undertakes, during the period

between July 1, 2012 and December 31, 2013,

acting upon OAO Gazprom’s instructions, to

provide services related to implementation of

OAO Gazprom’s investment projects involving

construction and commissioning of facilities, and

OAO Gazprom undertakes to pay for such

services up to maximum amount of 320.53 million

Rubles

  Management   For   For   None
  8.66   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Master Agreement

on conversion forward and swap transactions between OAO Gazprom and OAO Bank VTB, as well as currency forward and swap transactions between OAO Gazprom and OAO Bank VTB entered into under the Master Agreement, up to the maximum amount of 300 million US Dollars or its equivalent in Rubles, Euro or any other currency for each transaction

  Management   For   For   None
  8.67   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Deposit transactions

procedure agreement between OAO Gazprom

and OAO Rosselkhozbank as well as deposit

transactions between OAO Gazprom and OAO

Rosselkhozbank thereunder, up to the maximum

amount of 30 billion Rubles or its equivalent in

any other currency for each transaction, at the

rate of at least the product of 0.8 and the

reference offer rate for loans (deposits) in Rubles

in the Moscow money market (MosPrime Rate)

for the relevant maturity, for transactions in

Rubles, or the product of 0.8 and LIBOR for the

relevant maturity, for transactions in a foreign

currency

  Management   For   For   None
  8.68   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Tsentrremont, pursuant to which OOO Gazprom

Tsentrremont undertakes, during the period

between July 1, 2012 and December 31, 2013,

acting upon OAO Gazprom’s instructions, to

provide services related to implementation of

OAO Gazprom’s investment projects involving

construction and commissioning of facilities, and

OAO Gazprom undertakes to pay for such

services up to a maximum amount of 777.15

million Rubles

  Management   For   For   None
  8.69   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO Tsentrgaz,

pursuant to which OAO Tsentrgaz undertakes,

during the period between July 1, 2012 and

December 31, 2013, acting upon OAO

Gazprom’s instructions, to provide services

related to implementation of OAO Gazprom’s

investment projects involving construction and

commissioning of facilities, and OAO Gazprom

undertakes to pay for such services up to a

maximum amount of 500 thousand Rubles

  Management   For   For   None


  8.70   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OOO Gazprom

Komplektatsia, pursuant to which OOO Gazprom

Komplektatsia undertakes, during the period

between July 1, 2012 and December 31, 2013,

acting upon OAO Gazprom’s instructions, for a

total fee not exceeding 150 million Rubles, in its

own name, but for the account of OAO Gazprom,

to provide services related to supplies of well-

repair equipment for the specialized subsidiaries

of OAO Gazprom

  Management   For   For   None
  8.71   

Approve, in accordance with Chapter XI of the

Federal Law “On Joint Stock Companies” and

Chapter IX of the Charter of OAO Gazprom, the

following interested-party transaction that may be

entered into by OAO Gazprom in the future in the

ordinary course of business: Agreements

between OAO Gazprom and OAO SOGAZ,

pursuant to which OAO SOGAZ undertakes, in

the event of loss or destruction of, or damage to,

including deformation of the original geometrical

dimensions of the structures or individual

elements of, machinery or equipment; linear

portions, technological equipment and fixtures of

trunk gas pipelines, petroleum pipelines or

refined product pipelines; property forming part of

wells; natural gas held at facilities of the Unified

Gas Supply System in the course of

transportation or storage in underground gas

storage reservoirs (“insured property”), as well as

in the event of losses incurred by OAO Gazprom

as a result of an interruption in production

operations due to destruction or loss of or

damage to insured property (“insured events”), to

make payment of insurance compensation to

OAO Gazprom or OAO Gazprom’s subsidiary

companies to which the insured property has

been leased (beneficiaries) up to the aggregate

insurance amount not exceeding 10 trillion

Rubles in respect of all insured events, and OAO

Gazprom undertakes to pay OAO SOGAZ an

insurance premium with an aggregate maximum

amount of 5.5 billion Rubles, with each

agreement having a term of one year

  Management   For   For   None
  CMMT   

PLEASE NOTE THAT THIS AGENDA IS

CONTINUED ON MEETING 100215, WHICH

WILL CONTAI-N RESOLUTION ITEMS 8.72 TO

10.11. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HLG01  

GLOBAL EQUITY

PORTFOLIO

 

7600-1

 

NORTHERN

TRUST

  217,600     15-Jun-2012   18-Jun-2012

Harding, Loevner Funds, Inc. Emerging Markets Portfolio (103)

    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Jul-2011
  ISIN   BRHYPEACNOR0    Agenda   703191534 - Management
  Record Date      Holding Recon Date   05-Jul-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   29-Jun-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE-

NOT ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN-ARE ALLOWED. THANK YOU

  Non-Voting       None
  A   

Change of the corporate head office of the

company, from Avenida Juscelino Kubitscchek,

1217, Casa 07, Vila Nova Conceicao, Zip code

04543.090, in the city of Sao Paulo, State of Sao

Paulo, to Rua Nova Cidade, 404, Vila Olimipa,

Zip code 04547.070, in the city of Sao Paulo,

State of Sao Paulo, with the consequent

amendment of article 2 of the corporate bylaws of

the company

  Management   No Action     None
  B   

Amendment of article 3 of the corporate bylaws

of the company, in such a way as to include in

the corporate purpose of the company the activity

of manufacturing brushes, tweezers and brooms

  Management   No Action     None


  C   

Amendment of article 5 of the corporate bylaws

of the company, to reflect the increase of the

share capital of the company, carried out within

the limit of the authorized capital, in the total

amount of BRL 5,821,917.29, through the

issuance of 924,595 common, nominative, book

entry shares with no par value, as approved at

the meetings of the board of directors of the

company held on April 4, 2011, and April 13,

2011, as a result of the exercise of the stock

purchase options for shares issued by the

company, within the framework of the stock

purchase option programs for 2008 and 2009,

created within the context of the company stock

purchase option plan approved at the

extraordinary general meeting of the company

held on December 29, 2008, in such a way that

the share capital of the company has come to be

CONTD

  Management   No Action     None
  CONT   

CONTD BRL 5,227,016,724.63, divided into

626,784,912 common, nominative, book-entry

shares with no par value

  Non-Voting       None
  D   

Approval of the consolidation of the corporate

bylaws of the company, in the event that the

proposed amendments to articles 2, 3 and 5 of

the corporate bylaws of the company are

approved

  Management   No Action     None
  E   

Establishment of the aggregate and annual

remuneration of the managers of the company

  Management   No Action     None
  F   

Rectification of the exhibits contained in the

following corporate documents I. Minutes of the

extraordinary general meeting of the company

held on December 29, 2008, duly registered with

the Sao Paulo state board of trade, Jucesp,

under number 60.755.09.0 on February 12, 2009,

from here onwards the EGM of December 29,

2008, which approved, among other matters, the

acquisition of Ceil Comercio e Distibuidora Ltda.

from here onwards Ceil Distribuidora, by the

company, and II. Amendment of the articles of

incorporation of Brazilian Haze Industria e

Comercio Ltda. from here onwards Brazilian

haze, dated May 30, 1996, duly filed with the

Jucesp under number 29.344.96.3 on June 18,

1996, which approved the acquisition of Ceil

Comercial, Exportadora, Industrial Ltda. from

here onwards Ceil Exportadora, by Brazilian

Haze, in CONTD

  Management   No Action     None
  CONT   

CONTD such a way as to state in the mentioned

documents the description of-the real property

owned by the former and extinguished Ceil

Exportadora, for-purposes of recording and

registration of the transfers of the real property-to

the company as a result of the acquisition of Ceil

Distribuidora, the-legal successor by merger of

Ceil Exportadora, at the competent real estate-

registry offices

  Non-Voting       None
  G   

Confirmation and ratification of all the other

resolutions approved at the EGM of December

29, 2008, and in the amendment of the articles of

incorporation of Brazilian Haze

  Management   No Action     None
  H   

Authorization for the managers of the company to

do all the acts necessary to effectuate the

resolutions proposed and approved by the

shareholders of the company

  Management   No Action     None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,480,000     27-Jun-2011   27-Jun-2011
    TURKIYE GARANTI BANKASI AS, ISTANBUL
  Security   M4752S106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   14-Jul-2011
  ISIN   TRAGARAN91N1    Agenda   703138594 - Management
  Record Date      Holding Recon Date   12-Jul-2011
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   24-Jun-2011
  SEDOL(s)   4361617 - B032YF5 - B03MYP5 - B03N2W1 - B04KF33    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: POWER OF ATTORNEY

(POA) REQUIRMENTS-VARY BY CUSTODIAN.

GLOBAL CUSTODIANS MAY HAVE A POA IN

PLACE WHICH WOULD-ELIMINATE THE NEED

FOR THE INDIVIDUAL BENEFICIAL OWNER

POA. IN THE ABSENCE OF-THIS

ARRANGEMENT, AN INDIVIDUAL BENEFICIAL

OWNER POA MAY BE REQUIRED. IF YOU-

HAVE ANY QUESTIONS PLEASE CONTACT

YOUR CLIENT SERVICE REPRESENTATIVE.

THANK-YOU.

  Non-Voting     None
  1   

Opening and formation of the board of

presidency

  Management   No Action   For
  2   

Authorization of the board of presidency for the

execution of the minutes of the Extraordinary

General Shareholders Meeting

  Management   No Action   For
  3   

Submitting approval of general assembly for the

assignment made to the empty board

membership in order to fulfill the remaining duty

period

  Management   No Action   For
  4   

Amendment on the 18th article of the main

agreement

  Management   No Action   For


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,513,300     27-Jun-2011   11-Jul-2011
    BAJAJ AUTO LTD, PUNE
  Security   Y05490100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Jul-2011
  ISIN   INE917I01010    Agenda   703186292 - Management
  Record Date      Holding Recon Date   12-Jul-2011
  City / Country   PUNE / India    Vote Deadline Date   30-Jun-2011
  SEDOL(s)   B2QKXW0    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To consider and adopt the audited balance sheet

as at 31 March 2011 and the profit and loss

account for the year ended 31 March 2011 and

the directors’ and auditors’ reports thereon

  Management   For   For   None
  2    To declare a dividend   Management   For   For   None
  3   

To appoint a director in place of Nanoo Pamnani,

who retires by rotation and being eligible, offers

himself for re-appointment

  Management   For   For   None
  4   

To appoint a director in place of Manish Kejriwal,

who retires by rotation and being eligible, offers

himself for re-appointment

  Management   For   For   None
  5   

To appoint a director in place of P Murari, who

retires by rotation and being eligible, offers

himself for re-appointment

  Management   For   For   None
  6   

To appoint a director in place of Niraj Bajaj, who

retires by rotation and being eligible, offers

himself for re-appointment

  Management   For   For   None
  7   

To appoint auditors of the company for the period

commencing from the conclusion of this annual

general meeting till the conclusion of the next

annual general meeting and to fix their

remuneration

  Management   For   For   None
  8   

Resolved that pursuant to the provisions of

section 309 and other applicable provisions, if

any, of the Companies Act, 1956, a sum not

exceeding one percent per annum of the net

profits of the company, calculated in accordance

with the provisions of sections 198, 349 and 350

of the Companies Act, 1956 be paid to and

distributed amongst the directors of the company

or some or any of them (other than the managing

director and whole-time directors) in such

amounts, subject to such ceiling/s and in such

manner and in such respects as may be decided

by the board of directors and such payments

shall be made in respect of the profits of the

company for each year for a period of five years

commencing 1 April 2011

  Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  629,500     28-Jun-2011   12-Jul-2011
    DABUR INDIA LTD
  Security   Y1855D140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-Jul-2011
  ISIN   INE016A01026    Agenda   703162127 - Management
  Record Date      Holding Recon Date   13-Jul-2011
  City / Country   NEW DELHI / India    Vote Deadline Date   01-Jul-2011
  SEDOL(s)   6297356 - B01YVK7    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive, consider and adopt the Audited

Balance Sheet of the Company as at 31st March,

2011 and Profit and Loss Account for the year

ended on that date along with the Reports of

Auditors and Directors thereon

  Management   For   For   None
  2   

To confirm the interim dividend already paid and

declare final dividend for the financial year ended

31st March, 2011

  Management   For   For   None
  3   

To appoint a Director in place of Mr. R C

Bhargava who retires by rotation and being

eligible offers himself for re-appointment

  Management   For   For   None
  4   

To appoint a Director in place of Mr. Mohit

Burman who retires by rotation and being eligible

offers himself for re-appointment

  Management   For   For   None
  5   

To appoint a Director in place of Mr P N Vijay

who retires by rotation and being eligible offers

himself for re-appointment

  Management   For   For   None
  6   

To appoint a Director in place of Mr. Sunil Duggal

who retires by rotation and being eligible offers

himself for re-appointment

  Management   For   For   None
  7    To appoint Auditors and to fix their remuneration   Management   For   For   None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  5,594,000     05-Jul-2011   06-Jul-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   20-Jul-2011
  ISIN   BRHYPEACNOR0    Agenda   703218847 - Management
  Record Date      Holding Recon Date   18-Jul-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   12-Jul-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE-

NOT ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN-ARE ALLOWED. THANK YOU

  Non-Voting       None
  A   

Change of the corporate head office of the

company, from Avenida Juscelino Kubitscchek,

1217, Casa 07, Vila Nova Conceicao, Zip code

04543.090, in the city of Sao Paulo, State of Sao

Paulo, to Rua Nova Cidade, 404, Vila Olimipa,

Zip code 04547.070, in the city of Sao Paulo,

State of Sao Paulo, with the consequent

amendment of article 2 of the corporate bylaws of

the company

  Management       None
  B   

Amendment of article 3 of the corporate bylaws

of the company, in such a way as to include in

the corporate purpose of the company the activity

of manufacturing brushes, tweezers and brooms

  Management       None
  C   

Amendment of article 5 of the corporate bylaws

of the company, to reflect the increase of the

share capital of the company, carried out within

the limit of the authorized capital, in the total

amount of BRL 5,821,917.29, through the

issuance of 924,595 common, nominative, book

entry shares with no par value, as approved at

the meetings of the board of directors of the

company held on April 4, 2011, and April 13,

2011, as a result of the exercise of the stock

purchase options for shares issued by the

company, within the framework of the stock

purchase option programs for 2008 and 2009,

created within the context of the company stock

purchase option plan approved at the

extraordinary general meeting of the company

held on December 29, 2008, CONTD

  Management       None
  CONT   

CONTD in such a way that the share capital of

the company has come to be BRL-

5,227,016,724.63, divided into 626,784,912

common, nominative, book entry-shares with no

par value

  Non-Voting       None
  D   

Approval of the consolidation of the corporate

bylaws of the company, in the event that the

proposed amendments to articles 2, 3 and 5 of

the corporate bylaws of the company are

approved

  Management       None
  E   

Establishment of the aggregate and annual

remuneration of the managers of the company

  Management       None
  F   

Rectification of the exhibits contained in the

following corporate documents: I. Minutes of the

extraordinary general meeting of the company

held on December 29, 2008, duly registered with

the Sao Paulo State Board of Trade, JUCESP,

under number 60.755.09.0 on February 12, 2009,

from here onwards the EGM of December 29,

2008, which approved, among other matters, the

acquisition of Ceil Comercio e Distibuidora Ltda.

from here onwards Ceil Distribuidora, by the

company, and II. Amendment of the articles of

incorporation of Brazilian Haze Industria e

Comercio Ltda. from here onwards Brazilian

Haze, dated May 30, 1996, duly filed with the

JUCESP under number 29.344.96.3 on June 18,

1996, which approved the acquisition of Ceil

Comercial, Exportadora, Industrial Ltda. from

here onwards Ceil Exportadora, by Brazilian

Haze, in CONTD

  Management       None


  CONT   

CONTD such a way as to state in the mentioned

documents the description of-the real property

owned by the former and extinguished Ceil

Exportadora, for-purposes of recording and

registration of the transfers of the real property-to

the company as a result of the acquisition of Ceil

Distribuidora, the-legal successor by merger of

Ceil Exportadora, at the competent real estate-

registry offices

  Non-Voting       None
  G   

Confirmation and ratification of all the other

resolutions approved at the EGM of December

29, 2008, and in the amendment of the articles of

incorporation of Brazilian Haze

  Management       None
  H   

Authorization for the managers of the company to

do all the acts necessary to effectuate the

resolutions proposed and approved by the

shareholders of the company

  Management       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,480,000      
    SABMILLER PLC, WOKING SURREY
  Security   G77395104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   GB0004835483    Agenda   703188753 - Management
  Record Date      Holding Recon Date   19-Jul-2011
  City / Country   LONDON / United Kingdom    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   0483548 - 5837708 - 6145240 - B01DQ76    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive and adopt the financial statements for

the year ended 31 March 2011

  Management     For
  2   

To receive and approve the Directors’

Remuneration Report

  Management     For
  3    To elect Ms. L.M.S. Knox as Director   Management     For
  4    To elect Ms. H.A. Weir as a Director   Management     For
  5    To elect Mr. J.S. Wilson as Director   Management     For
  6    To re-elect Mr. M.H. Armour as a Director   Management     For
  7    To re-elect Mr. G.C. Bible as a Director   Management     For
  8    To re-elect Mr. D.S. Devitre as a Director   Management     Against
  9    To re-elect Mr. E.A.G. Mackay as a Director   Management     For
  10    To re-elect Mr. P.J. Manser as a Director   Management     For
  11    To re-elect Mr. J.A. Manzoni as a Director   Management     For
  12    To re-elect Mr. M.Q. Morland as a Director   Management     For
  13    To re-elect Dr. D.F. Moyo as a Director   Management     For
  14    To re-elect Mr. C.A. Perez Davila as a Director   Management     For
  15    To re-elect Mr. R. Pieterse as a Director   Management     For
  16    To re-elect Mr. M.C. Ramaphosa as a Director   Management     Against
  17   

To re-elect Mr. A. Santo Domingo Davila as a

Director

  Management     For
  18    To re-elect Mr. H.A. Willard as a Director   Management     For
  19    To re-elect Mr. J.M. Kahn as a Director   Management     For
  20   

To declare a final dividend of 61.5 US cents per

share

  Management     For
  21   

To re-appoint PricewaterhouseCoopers LLP as

auditors of the company

  Management     For
  22   

To authorise the Directors to determine the

remuneration of the auditors

  Management     For
  23   

To give general power and authority to the

Directors to allot shares

  Management     For
  24   

To give general power and authority to the

Directors to allot shares for cash

  Management     For
  25   

To give a general authority to the Directors to

make market purchases of ordinary shares

  Management     For
  26    To approve the calling of general meetings   Management     Against
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  689,600      
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   LU0327357389    Agenda   703191596 - Management
  Record Date   19-Jul-2011    Holding Recon Date   19-Jul-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   04-Jul-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Granting of a new authorisation to the board of

directors of the Company to issue, from time to

time, up to six million nine hundred eighty three

thousand five hundred and twenty-five (6 983

525) new shares without indication of nominal

value, hence creating an authorised share

capital, excluding the current issued share

capital, of an amount of one hundred eighty four

thousand four hundred and seven US Dollar

(USD 184,407.-) in accordance with the

provisions of article 32 of the law of 10 August

1915 regarding commercial companies, as

amended. Limitation of the authorisation to a

period expiring right after the closing of any

public offering of the shares of the corporation,

and in any case no later than a term of five (5)

years from the date of the publication of the

present authorisation in the Luxembourg official

gazette (Memorial C, Recueil des Societes et

Associations). Authorisation to the board of

directors to issue such new shares without

reserving to the existing shareholders any

preferential subscription rights

  Management   No Action   None
  2   

Amendment of paragraphs 6 and 7 of article 5 of

the articles of incorporation of the Company,

which should read as follows: Article 5 (sixth

paragraph) The authorised share capital,

excluded the current issued share capital, is fixed

at one hundred eighty four thousand four

hundred and seven US Dollar (USD 184,407.-)

represented by six million nine hundred eighty

three thousand five hundred and twenty-five

(6,983,525) shares without nominal value.

(seventh paragraph) During a period to expire

right after the closing of any public offering of the

shares of the Company, and in any case no later

than a term of five (5) years from the date of

publication of such authorisation in the Memorial

C, Recueil des Societes et Associations, the

board of directors will be and is hereby

authorised to issue shares with or without share

premium and to grant options to subscribe for

shares

  Management   No Action   None
  3    Miscellaneous   Management   No Action   None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF RECORD DATE AND

CHANGE I-N BLOCKING. IF YOU HAVE

ALREADY SENT IN YOUR VOTES, PLEASE DO

NOT RETURN THIS-PROXY FORM UNLESS

YOU DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK YOU.

  Non-Voting     None
  CMMT   

FOR PARTICIPATION IN THE MEETING

THERE IS A REQUIREMENT TO PROVIDE TO

THE COM-PANY TILL 19 JULY 2011 A

CERTIFICATE OF HOLDING AS OF RECORD

DATE AND FILLED-PROXY FORM MORE

DETAILS ABOUT THE PARTICIPATION IN THE

MEETING AND PROXY FORM-S ARE

AVAILABLE AT COMPANY’S WEBSITE

WWW.KERNEL.UA

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL

INFORMATION.-IF YOU HAVE ALREADY SENT

IN YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM U-NLESS YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  423,289     07-Jul-2011   07-Jul-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   MXP370711014    Agenda   703201905 - Management
  Record Date   08-Jul-2011    Holding Recon Date   08-Jul-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Amend Company Bylaws   Management     For
  2   

Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting

  Management     For
  3    Approve Minutes of Meeting   Management     For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO CHANGE IN MEETING TYPE. IF YOU

HAVE-ALREADY SENT IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU D-ECIDE TO AMEND

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,851,840      


    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   MXP370711014    Agenda   703208632 - Management
  Record Date   08-Jul-2011    Holding Recon Date   08-Jul-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 860532 DUE TO

RECEIPT OF D-IRECTOR NAMES. ALL VOTES

RECEIVED ON THE PREVIOUS MEETING

WILL BE DISREGARDED-AND YOU WILL

NEED TO REINSTRUCT ON THIS MEETING

NOTICE. THANK YOU.

  Non-Voting     None
  1aI   

Change in the composition of the Board of

Directors: Hector Reyes Retana, Independent

  Management     For
  1aII   

Change in the composition of the Board of

Directors: Juan Carlos Braniff Hierro,

Independent

  Management     For
  1aIII   

Change in the composition of the Board of

Directors: Armando Garza Sada, Independent

  Management     For
  1aIV   

Change in the composition of the Board of

Directors: Manuel Saba Ades, Patrimonial

  Management     For
  1aV   

Change in the composition of the Board of

Directors: Enrique Castillo Sanchez Mejorada,

Related

  Management     For
  1b   

Approve the qualification of independence of

members identified under that character since

they do not fall under the restrictions established

by the Mexican Stock Exchange Law. Also the

Patrimonial and Related members are identified

under the terms outlined by the Best Corporate

Practices Code

  Management     For
  1c   

Release the proposed new Board Members from

the responsibility of providing a bond or monetary

guarantee for backing their performance when

carrying out their duties

  Management     For
  1d   

Liberate the following individuals from any future

legal responsibility for carrying out their duties

since they will no longer be part of the Board of

Directors: I. Rodolfo F. Barrera Villarreal,

Patrimonial; II. Eugenio Clariond Reyes-Retana,

Independent; III. Jacobo Zaidenweber Cvilich,

Independent and IV. Isaac Hamui Mussali,

Independent

  Management     For
  2   

Constitute an Advisory Board with the determined

faculties, duties and other operational rules

  Management     For
  3   

Constitute Regional Boards with the determined

faculties, duties and other operational rules

  Management     For
  4   

Designate the delegate(s) to formalize and

execute the resolutions passed by the Assembly

  Management     For
  5   

Drafting, reading and approval of the Assembly’s

minutes

  Management     For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,851,840      
    ECOPETROL S A
  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   03-Aug-2011
  ISIN   US2791581091    Agenda   933492263 - Management
  Record Date   11-Jul-2011    Holding Recon Date   11-Jul-2011
  City / Country                       / United States    Vote Deadline Date   29-Jul-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05   

APPOINTMENT OF THE PRESIDENT FOR THE

MEETING

  Management   For   Against   For
  06   

APPOINTMENT OF THE COMMISSION IN

CHARGE OF SCRUTINIZING ELECTIONS AND

POLLING

  Management   For   Against   For
  07   

APPOINTMENT OF THE COMMISSION IN

CHARGE OF REVIEWING AND APPROVING

THE MINUTES OF THE MEETING

  Management   For   Against   For
  08   

ELECTION OF THE BOARD OF DIRECTORS

(ORIGINATED IN THE EIGHTH POSITION’S

VACANCY, WHICH CORRESPONDS TO THE

DIRECTOR NOMINATED BY THE

DEPARTMENTS THAT PRODUCE

HYDROCARBONS EXPLOITED BY

ECOPETROL)

  Management   For   Against   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  570,000     01-Aug-2011   01-Aug-2011
    CYRELA BRAZIL RLTY S A EMPREENDIMENTOS E PARTICI
  Security   P34085103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   11-Aug-2011
  ISIN   BRCYREACNOR7    Agenda   703257560 - Management
  Record Date      Holding Recon Date   09-Aug-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   03-Aug-2011
  SEDOL(s)   2189855    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting     None
  I    Approval of the stock option plan   Management   No Action   None
  II   

Amendment of the stock option plan, executive

plan, approved at the extraordinary general

meeting of October 8, 2007, and amended by the

extraordinary general meeting of October 5, 2010

  Management   No Action   None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF VOTING OPTIONS

COMMENT.-IF YOU HAVE LREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM UN-LESS YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,981,000     01-Aug-2011   01-Aug-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   23-Aug-2011
  ISIN   US71654V4086    Agenda   933497427 - Management
  Record Date   09-Aug-2011    Holding Recon Date   09-Aug-2011
  City / Country                       / Brazil    Vote Deadline Date   18-Aug-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  02   

APPROVAL OF COMPANY’S BYLAWS

AMENDMENT SO AS TO COMPLY WITH LAW

12.353/10, WHICH PROVIDES FOR THE

MEMBERSHIP OF EMPLOYEES IN THE

BOARD OF DIRECTORS OF GOVERNMENT-

OWNED COMPANIES AND MIXED JOINT

STOCK CORPORATIONS.

  Management     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  1,387,084      
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   20-Sep-2011
  ISIN   US7182526043    Agenda   933499938 - Management
  Record Date   21-Jul-2011    Holding Recon Date   21-Jul-2011
  City / Country                       / United States    Vote Deadline Date   09-Sep-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01   

APPROVAL OF AMENDMENTS TO THE

SEVENTH ARTICLE OF THE ARTICLES OF

INCORPORATION OF THE COMPANY

CONSISTING OF THE SUB-CLASSIFICATION

OF THE AUTHORIZED PREFERRED CAPITAL

STOCK, ALL AS MORE FULLY DESCRIBED IN

THE PROXY STATEMENT.

  Management     Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  127,215      
    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   28-Sep-2011
  ISIN   ID1000118201    Agenda   703336506 - Management
  Record Date   12-Sep-2011    Holding Recon Date   12-Sep-2011
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   19-Sep-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Appointment of the company’s board   Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  45,818,000     23-Sep-2011   23-Sep-2011
    NOVOLIPETSK STEEL OJSC NLMK, LIPETSK
  Security   67011E204    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-Sep-2011
  ISIN   US67011E2046    Agenda   703308444 - Management
  Record Date   15-Aug-2011    Holding Recon Date   15-Aug-2011
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Sep-2011
  SEDOL(s)   B0RTNX3 - B0TBDR1 - B1FFRD8 - B50LHL7    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approve interim dividends of RUB 1.40 per share for first six months of fiscal 2011   Management   For   For   For
  2    Approve new edition of corporate documents   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  326,000     20-Sep-2011   20-Sep-2011
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD
  Security   Y76810103    Meeting Type   Special General Meeting
  Ticker Symbol      Meeting Date   10-Oct-2011
  ISIN   CNE100000171    Agenda   703301399 - Management
  Record Date   09-Sep-2011    Holding Recon Date   09-Sep-2011
  City / Country   SHANDONG PROVINCE / China    Vote Deadline Date   28-Sep-2011
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To consider and approve the appointment of Ms.

Fu Mingzhong as an independent non-executive

director of the Company

  Management   For   For   None
  2   

To consider and approve the distribution of

interim dividend of RMB 0.029 per share for the

six months ended 30 June 2011 to be distributed

to all shareholders whose names appear on the

register of members of the Company on 14

October 2011

  Management   For   For   None
  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’

ONLY-FOR RESOLUTIONS “1 AND 2”. THANK

YOU.

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF VOTING OPTION

COMMENT.-IF YOU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM U-NLESS YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  14,268,000     23-Sep-2011   28-Sep-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   10-Oct-2011
  ISIN   BRHYPEACNOR0    Agenda   703350962 - Management
  Record Date      Holding Recon Date   06-Oct-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   30-Sep-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE-

NOT ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN-ARE ALLOWED. THANK YOU

  Non-Voting       None
  I   

Approval of the new stock option plan: Approval

of a new stock option plan, in accordance with

that which was resolved on at the meeting of the

Board of Directors of the company that was held

on September 21, 2011, from here onwards plan

III

  Management   For   For   None
  II   

Amendment to the corporate bylaws of the

company: Amendment to the corporate bylaws of

the company to adapt them to the rules provided

for in the Novo Mercado Listing Regulations that

went into effect on May 10, 2011

  Management   For   For   None
  III   

Authorization to the managers: Authorization for

the Managers of the company to do all the acts

necessary to carry out the resolutions proposed

and approved by the shareholders of the

company

  Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,110,000     28-Sep-2011   03-Oct-2011


    ECOPETROL S A
  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   12-Oct-2011
  ISIN   US2791581091    Agenda   933512293 - Management
  Record Date   22-Sep-2011    Holding Recon Date   22-Sep-2011
  City / Country                       /United States    Vote Deadline Date   10-Oct-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05   

APPOINTMENT OF THE PRESIDENT FOR THE

MEETING

  Management   For   Against   For
  06   

APPOINTMENT OF THE COMMISSION IN

CHARGE OF SCRUTINIZING ELECTIONS AND

POLLING

  Management   For   Against   For
  07   

APPOINTMENT OF THE COMMISSION IN

CHARGE OF REVIEWING AND APPROVING

THE MINUTES OF THE MEETING

  Management   For   Against   For
  08   

ELECTION OF THE BOARD OF DIRECTORS

(ORIGINATED IN THE NEWLY ACQUIRED

NON-INDEPENDENT QUALITY OF MR.

FEDERICO RENGIFO VELEZ AND THE NINTH

POSITION’S VACANCY, WHICH

CORRESPONDS TO THE DIRECTOR

NOMINATED BY MINORITY SHAREHOLDERS)

  Management   For   Against   For
  Account Number  

Account

Name

  Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  540,000     10-Oct-2011   10-Oct-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   17-Oct-2011
  ISIN   MXP370711014    Agenda   703354744 - Management
  Record Date   04-Oct-2011    Holding Recon Date   04-Oct-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   07-Oct-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I   

Discussion and, if deemed appropriate, approval

to amend the dividend policy

  Management   For   For   For
  II   

Discussion and, if deemed appropriate, approval

for a proposal to pay a cash dividend in the

amount of MXN 0.17 per share

  Management   For   For   For
  III   

Discussion and, if deemed appropriate, approval

to increase the maximum amount of funds that

can be allocated to the purchase of shares of the

company for the 2011 fiscal year

  Management   For   For   For
  IV   

Report from the outside auditor regarding the

fiscal situation of the company

  Management   For   For   For
  V   

Designation of a delegate or delegates to

formalize and carry out, if deemed appropriate,

the resolutions passed by the meeting

  Management   For   For   For
  VI   

Preparation, reading and approval of the meeting

minutes

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,701,840     06-Oct-2011   07-Oct-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-Oct-2011
  ISIN   MXP370711014    Agenda   703355049 - Management
  Record Date   04-Oct-2011    Holding Recon Date   04-Oct-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   07-Oct-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I   

Discussion and, if deemed appropriate, approval

for the amendment of the corporate bylaws of the

company in order to establish the creation and

functioning of the nomination committee

  Management   For   For   For
  II   

Designation of a delegate or delegates to

formalize and carry out, if deemed appropriate,

the resolutions passed by the general meeting

  Management   For   For   For
  III   

Preparing, reading and approving the meeting

minutes

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,701,840     06-Oct-2011   07-Oct-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   24-Oct-2011
  ISIN   BRHYPEACNOR0    Agenda   703395916 - Management
  Record Date      Holding Recon Date   20-Oct-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   14-Oct-2011
  SEDOL(s)   B2QY968    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 891410 DUE TO

CHANGE IN ME-ETING DATE AND DELETION

OF RESOLUTION. ALL VOTES RECEIVED ON

THE PREVIOUS MEET-ING WILL BE

DISREGARDED AND YOU WILL NEED TO

REINSTRUCT ON THIS MEETING NOTICE-.

THANK YOU.

  Non-Voting     None
  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF AT-TORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING INSTRUCTION-S IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO BE

REJECTED-. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE

REPRESENTATIVE

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting     None
  I   

Amendment to the corporate bylaws of the

company. Amendment to the corporate bylaws of

the company to adapt them to the rules provided

for in the Novo Mercado listing regulations that

went into effect on May 10, 2011

  Management   No Action   None
  II   

Authorization to the managers. Authorization the

managers of the company to do all the acts

necessary to carry out the resolutions proposed

and approved by the shareholders of the

company

  Management   No Action   None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,110,000     25-Oct-2011  
    IMPALA PLATINUM HLDGS LTD
  Security   S37840113    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Oct-2011
  ISIN   ZAE000083648    Agenda   703327812 - Management
  Record Date   21-Oct-2011    Holding Recon Date   21-Oct-2011
  City / Country   JOHANNESBURG / South Africa    Vote Deadline Date   18-Oct-2011
  SEDOL(s)   B1DH4F7 - B1FFT76 - B1GH8B8 - B1GK3Z6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O.1    Adoption of annual financial statements   Management   For   For   For
  O.2    Appointment of external auditors   Management   For   For   For
  O.3.1   

Appointment of member of Audit and Risk

Committee: JM McMahon - Chairman

  Management   For   For   Against
  O.3.2   

Appointment of member of Audit and Risk

Committee: HC Cameron

  Management   For   For   For
  O.3.3   

Appointment of member of Audit and Risk

Committee: B Ngonyama

  Management   For   For   For
  O.4   

Endorsement of the Company’s remuneration

policy

  Management   For   For   Against
  O.5.1    Re-appointment of director: B Berlin   Management   For   For   For
  O.5.2    Re-appointment of director: DH Brown   Management   For   For   For
  O.5.3    Re-appointment of director: HC Cameron   Management   For   For   For
  O.5.4    Re-appointment of director: MSV Gantsho   Management   For   For   For
  O.5.5    Re-appointment of director: TV Mokgatlha   Management   For   For   For
  O.5.6    Re-appointment of director: B Ngonyama   Management   For   For   For
  O.6    Control of unissued share capital   Management   For   For   For
  S.1   

Acquisition of Company shares by Company or

subsidiary

  Management   For   For   For
  S.2    Increase in directors’ remuneration   Management   For   For   For
  S.3    Financial assistance   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  417,600     10-Oct-2011   18-Oct-2011
    JIANGSU EXPRESSWAY CO LTD
  Security   Y4443L103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Nov-2011
  ISIN   CNE1000003J5    Agenda   703342129 - Management
  Record Date   07-Oct-2011    Holding Recon Date   07-Oct-2011
  City / Country   JIANGSU / China    Vote Deadline Date   28-Oct-2011
  SEDOL(s)   6005504 - B01XLJ3 - B1BJTS3    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR ALL RESOLUTIONS.

THANK YOU.

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL-

LINK:http://www.hkexnews.hk/listedco/listconews

/sehk/20110920/LTN20110920288.p-df

  Non-Voting       None
  1   

That the issue of not more than

RMB2,000,000,000 non-public directed debt

instrument for a maturity of not more than 3 years

be and is hereby approved and that Mr. Yang

Gen Lin and Mr. Qian Yong Xiang, both being

directors of the Company, be and are hereby

authorized to deal with the matters related to the

issue

  Management   For   For   None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ACTUAL RECORD

DATE. IF Y-OU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM UNLES-S YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  13,701,000     26-Oct-2011   28-Oct-2011
    ASPEN PHARMACARE HLDGS LTD
  Security   S0754A105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Dec-2011
  ISIN   ZAE000066692    Agenda   703435291 - Management
  Record Date   25-Nov-2011    Holding Recon Date   25-Nov-2011
  City / Country   WOODMEAD / South Africa    Vote Deadline Date   23-Nov-2011
  SEDOL(s)   B09C0Z1 - B0XM6Y8 - B1809T0    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

Presentation and adoption of Annual Financial

Statements

  Management   For   For   For
  2.1   

Re-election of non executive director: Roy

Andersen

  Management   For   For   For
  2.2    Re-election of non executive director: Sindi Zilwa   Management   For   For   For
  2.3   

Re-election of non executive director: Chris

Mortimer

  Management   For   For   Against
  3   

To re-appoint the auditors,

PricewaterhouseCoopers Inc, as the independent

registered auditors of the Company and the

Group and Eric Mackeown will be the audit

partner who will undertake the audit for the

financial year ending 20120630

  Management   For   For   For
  4.1   

Election of Audit Committee Member: John

Buchanan

  Management   For   For   For
  4.2   

Election of Audit Committee Member: Roy

Andersen

  Management   For   For   For
  4.3    Election of Audit Committee Member: Sindi Zilwa   Management   For   For   For
  5   

Place unissued shares under the control of the

director’s

  Management   For   For   For
  6    Remuneration Policy. Non binding   Management   For   For   For
  7   

Authorisation of an executive director to sign

necessary documents

  Management   For   For   For
  S.1    Remuneration of non-executive directors   Management   For   For   For
  S.2   

Financial assistance to Pharmacare Ltd in favour

of Ned Bank Ltd in respect of a R215,000,000

Term Loan Agreement

  Management   For   For   For
  S.3   

Financial assistance to Pharmacare Ltd in favour

of AB SA Bank Ltd in respect of a R215,000,000

Term Loan Agreement

  Management   For   For   For
  S.4   

Financial assistance to related or inter related

company

  Management   For   For   For
  S.5    General authority to repurchase shares   Management   For   For   For
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF AUDITORS NAME FOR

RESOLU-TION NO. 3 AND CHANGE IN

NUMBERING OF RESOLUTIONS. IF YOU

HAVE ALREADY SENT IN-YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU DECIDE TO AMEND Y-

OUR ORIGINAL INSTRUCTIONS. THANK YOU.

  Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  948,000     17-Nov-2011   23-Nov-2011

 

    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   02-Dec-2011
  ISIN   SE0001174970    Agenda   703425795 - Management
  Record Date   18-Nov-2011    Holding Recon Date   18-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   15-Nov-2011
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT NOT ALL SUB

CUSTODIANS IN SWEDEN ACCEPT ABSTAIN

AS A VALID-VOTE OPTION. THANK YOU

  Non-Voting     None
  CMMT   

MARKET RULES REQUIRE DISCLOSURE OF

BENEFICIAL OWNER INFORMATION FOR ALL

VOTED-ACCOUNTS. IF AN ACCOUNT HAS

MULTIPLE BENEFICIAL OWNERS, YOU WILL

NEED TO-PROVIDE THE BREAKDOWN OF

EACH BENEFICIAL OWNER NAME, ADDRESS

AND SHARE-POSITION TO YOUR CLIENT

SERVICE REPRESENTATIVE. THIS

INFORMATION IS REQUIRED-IN ORDER FOR

YOUR VOTE TO BE LODGED

  Non-Voting     None


  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting     None
  1   

To appoint Mr. Jean-Michel Schmit as the

Chairman of the EGM and to authorise the

Chairman to elect a Secretary and a Scrutineer of

the EGM

  Management   No Action   For
  2   

As per the proposal of the Company’s Board of

Directors, to distribute a gross dividend to the

Company’s shareholders of USD 3 per share,

corresponding to an aggregate dividend of

approximately USD 308,000,000, to be paid out

of the Company’s profits for the year ended

December 31, 2010 in the amount of USD

435,219,669, which have been carried forward as

per the decision of the Annual General

Shareholder’s Meeting of May 31, 2011

  Management   No Action   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  286,200     09-Nov-2011   10-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703437106 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

The general meeting resolves to authorise again

the board of directors of the Company to issue,

from time to time, as specified below, up to two

million five hundred fifty thousand (2,550,000)

new shares without indication of a nominal value,

hence creating an authorised share capital,

excluded the current issued share capital, of sixty

seven thousand three hundred thirty five US

Dollar and thirty cents (USD 67,335.30) in

accordance with the provisions of article 32 of the

law of 10 August 1915 regarding commercial

companies, as amended. This authorisation shall

be limited to a period to expire right after the

closing of any public offering of the shares of the

Company, and in any case no later than a term of

five (5) years from the date of the publication of

the present authorisation in the Luxembourg

official gazette (Memorial C, Recueil des

Societes et Associations). Upon presentation of

the justifying report of the Board of Directors,

pursuant to article 32-3 (5) of the law of August

10, 1915 on commercial companies, the general

meeting further resolves that the board of

directors is authorised to issue such new shares

without reserving to the existing shareholders any

preferential subscription rights

  Management   No Action     None
  2   

The general meeting of shareholders resolves to

amend the articles of incorporation of the

Company in order to comply with the provisions

of the law of 24 May 2011 implementing the

Directive 2007/36 EC of the European Parliament

and of the Council of 11 July 2007 on the

exercise of certain rights of shareholders of listed

companies

  Management   No Action     None
  3   

The general meeting of shareholders resolves to

amend article 5 of the articles of incorporation of

the Company which shall henceforth read as

follows: “Article 5. The share capital of the

Company is set at two million one hundred four

thousand one hundred twenty US Dollars and

eleven cents (USD 2,104,120.11) divided into

seventy nine million six hundred eighty three

thousand four hundred and ten (79,683,410)

shares without indication of a nominal value. The

shares of the Company may be created at the

owner’s option in certificates representing single

shares or in certificates representing two or more

shares. The shares shall be in a bearer or in a

registered form. The corporation may, to the

  Management   No Action     None


    

extent and under the terms permitted by law,

purchase its own shares. The corporate capital

may be increased or reduced in compliance with

the legal requirements. The authorised share

capital, excluded the current issued share capital,

is fixed at sixty seven thousand three hundred

thirty five US Dollar and thirty cents (USD

67,335.30) represented by two million five

hundred fifty thousand (2,550,000) shares

without indication of a nominal value. During a

period to expire right after the closing of any

public offering of the shares of the Company, and

in any case no later than a term of five (5) years

from the date of publication of the present deed

in the Memorial C, Recueil des Societes et

Associations, the board of directors will be and is

hereby authorised to issue shares with or without

share premium and to grant options to subscribe

for shares within the limit of the authorised share

capital, to such persons and on such terms as it

shall see fit, and specifically to proceed to such

issue by suppressing or limiting the existing

shareholder’s/shareholders’ preferential right to

subscribe for the new Shares to be issued

     
  4   

The general meeting of shareholders resolves to

insert a new article 6 in the articles of

incorporation of the Company which shall

henceforth read as follows: “Article 6.-The shares

are freely transferable, subject to the provisions

of the law and these articles of association. All

rights and obligations attached to any share are

passed to any transferee thereof

  Management   No Action   None
  5   

The general meeting of shareholders resolves to

amend article 13 of the articles of incorporation of

the Company which shall henceforth read as

follows and to renumber it as article 14: Article

14.-14.1 The general meeting of shareholders

shall represent the entire body of shareholders of

the corporation. It shall have the broadest powers

to order, carry out or ratify all acts relating to the

operations of the corporation. 14.2 The annual

meeting will be held in Luxembourg at the place

specified in the convening notices on the fifteenth

of November at 5.00 p.m. 14.3 If such day is a

legal holiday, the general meeting will be held on

the next following business day. Other meetings

of shareholders may be held at such places and

times as may be specified in the respective

notices of meeting. 14.4 The general meeting of

shareholders shall meet upon call by the board of

directors. Shareholders representing ten per cent

(10 %) of the subscribed share capital may, in

compliance with the law of August 10th 1915 on

commercial companies and the amendment

hereto, request the board of directors to call a

general meeting of shareholders. 14.5 The

convening notice for any general meeting of

shareholders must contain the agenda of the

meeting, the place, date and time of the meeting,

the description of the procedures that

shareholder must comply with in order to be able

to participate and cast their votes in the general

meeting, and such notice shall take the form of

announcements published (i) thirty (30) days

  Management   No Action   None
    

before the meeting, in the Memorial C, Recueil

des Societes et Associations and in a

Luxembourg newspaper and (ii) in a manner

ensuring fast access to it on a non-discriminatory

basis in such media as may reasonably be relied

upon for the effective dissemination of

information throughout the European Community.

A notice period of seventeen (17) days applies, in

case of a second or subsequent convocation of a

general meeting convened for lack of quorum

required for the meeting convened by the first

convocation, provided that this article 14.5 has

been complied with for the first convocation and

no new item has been put on the agenda. In case

the shares are listed on a foreign stock

exchange, the notices shall in addition be

published in such other manner as may be

required by laws, rules or regulations applicable

to such stock exchange from time to time. 14.6

One or several shareholders, representing at

least five percent (5%) of the Company’s issued

share capital, may (i) request to put one or

several items to the agenda of any general

meeting of shareholders, provided that such item

is accompanied by a justification or a draft

resolution to be adopted in the general meeting,

or (ii) table draft resolutions for items included or

to be included on the agenda of the general

meeting. Such request must be sent to the

Company’s registered office in writing by

registered letter or electronic means at least

twenty-two (22) days prior to the date of the

general meeting and include the postal or

electronic address of the sender. In case such

request entails a modification of the agenda of

the relevant meeting, the Company will make

available a revised agenda at least fifteen (15)

days prior to the date of the general meeting.

14.7 If all shareholders are present or

represented at a general meeting of shareholders

and state that they have been informed of the

agenda of the meeting, the general meeting of

shareholders may be held without prior notice.

14.8 Any shareholder who holds one or more

share(s) of the Company at 24:00 o’clock

(Luxembourg time) on the date falling fourteen

(14) days prior to (and excluding) the date of

general meeting (the “Record Date”) shall be

admitted to the relevant general meeting of

shareholders. Any shareholder who wishes to

attend the general meeting must inform the

Company thereof at the latest on the Record

Date, in a manner to be determined by the board

of directors in the convening notice. In case of

shares held through an operator of a securities

settlement system or with a professional

depository or sub-depository designated by such

depository, a holder of shares wishing to attend a

general meeting of shareholders should receive

from such operator or depository or sub-

depository a certificate certifying the number of

shares recorded in the relevant account on the

Record Date. The certificate should be submitted

to the Company at its registered address no later

     


    

than three (3) business days prior to the date of

the general meeting to the extent applicable. In

the event that the shareholder votes through

proxies, the proxy has to be deposited at the

registered office of the Company at the same

time or with any agent of the Company, duly

authorised to receive such proxies to the extent

applicable. The board of directors may set a

shorter period for the submission of the certificate

or the proxy. 14.9 A shareholder may act at any

general meeting of shareholders by appointing

another person, shareholder or not, as his/her/its

proxy in writing by a signed document transmitted

by mail, facsimile, electronic mail or by any other

means of communication prior to the meeting, a

copy of such appointment being sufficient proof

thereof. One person may represent several or

even all shareholders. The instrument appointing

a proxy shall be in writing under the hand of the

appointor or of his attorney duly authorised in

writing or if the appointor is a company under its

common seal or under the hand of an officer or

attorney duly authorised or in the case of shares

held in a European central securities depository,

a statement of the relevant participant. In the

case of shares registered in the name of or held

by a European central securities depository or an

affiliated institution, a shareholder may submit a

written declaration via its participant or affiliated

institution which shall constitute an instruction

appointing a proxy from the relevant registered

shareholder confirming that the number of shares

mentioned in each written declaration form part of

a collective deposit and that the person

mentioned in the declaration is a participant for

the mentioned number of shares in the collective

deposit and shall be entitled to exercise all rights

attached to those shares and voting rights as a

proxy in respect of such shares at the relevant

general meeting of shareholders of the Company

provided further that such participant shall be

entitled to delegate his proxy to a third party by

delivering such form of proxy executed in writing

in accordance with the present articles of

incorporation 14.10 Any shareholder who

participates, provided that the board of directors

has put in place such facilities for a given

meeting, in a general meeting of shareholders by

conference-call, video-conference or by any other

means of communication which allow such

shareholder’s identification and which allow that

all the persons taking part in the meeting hear

one another on a continuous basis and may

effectively participate in the meeting, is deemed

to be present for the computation of quorum and

majority. 14.11 Each shareholder may vote

through a signed voting form sent by mail,

facsimile, electronic mail, by electronic voting or

by any other means of communication to the

Company’s registered office or to the address

specified in the convening notice CONTD

     
  CONT   

CONTD The shareholders may use voting forms

provided by the Company which cont-ain at least

the place, date and time of the meeting, the

agenda of the meetin-g, the proposals submitted

to the resolution of the meeting as well as for

eac-h proposal three boxes allowing the

shareholder to vote in favour of or agains-t the

proposed resolution or to abstain from voting

thereon by marking the app-ropriate box with a

cross or an electronic cross. The Company will

only take i-nto account voting forms received

prior to the general meeting of shareholders-

which they relate to. 14.12 In case of electronic

voting where such means of-voting is made

available by a European central securities

depository or an aff-iliated institution or the

operator of a securities settlement system or a

pro-fessional depository or sub-depository

designated by such depository, the afor-

ementioned entities may issue a summary of the

votes for the given general mee-ting of

shareholders via their system, including a proxy

to the chairman of th-e meeting, in the form of a

spreadsheet or otherwise, as the board of

director-s may see fit, setting out the votes in

favour of or against the proposed reso-lution or to

abstain from voting. 14.13 The board of directors

may determine a-ll other conditions which must

be fulfilled by shareholders in order to attend-a

meeting of shareholders and to vote. 14.14 The

general meeting of sharehold-ers shall designate

its own chairman who shall preside over the

meeting. The c-hairman shall designate a

secretary who shall keep minutes of the meeting.

14.-15 The business transacted at any meeting of

the shareholders shall be limited-to the matters

contained in the agenda (which shall include all

matters requi-red by law) and business incidental

to such matters. 14.16 Each share is entit-led to

one vote at all general meetings of shareholders.

14.17 Unless otherwis-e provided by law, the

resolutions of the general meeting are passed by

a simp-le majority vote of the shareholders

present or represented

  Non-Voting     None
  6   

The general meeting of shareholders resolves to

amend article 17 of the articles of incorporation of

the Company which shall henceforth read as

follows and to renumber it as article 18: Article

18.-All matters not governed by these articles of

association are to be construed in accordance

with the law of August 10th 1915 on commercial

companies and the amendments hereto and with

the law of 24 May 2011 implementing the

Directive 2007/36 EC of the European Parliament

and of the Council of 11 July 2007 on the

exercise of certain rights of shareholders of listed

companies

  Management   No Action   None
  7   

The general meeting of shareholders resolves to

proceed to a renumbering of the articles and of

the cross references within the articles of

incorporation of the Company further to the

insertion of a new article 6 of the articles of

incorporation

  Management   No Action   None
  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF AT-TORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING INSTRUCTION-S IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO BE

REJECTED-. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE

REPRESENTATIVE

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF POA COMMENT AND

RECEIPT-OF RECORD DATE. IF YOU HAVE

ALREADY SENT IN YOUR VOTES, PLEASE DO

NOT RETURN-THIS PROXY FORM UNLESS

YOU DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK Y-OU.

  Non-Voting     None


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  556,189     14-Nov-2011   14-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703446890 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF AT-TORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING INSTRUCTION-S IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO BE

REJECTED-. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE

REPRESENTATIVE

  Non-Voting     None
  1   

The General Meeting, after having reviewed the

management report of the Board of Directors and

the report of the independent auditor, approves in

their entirety the consolidated financial

statements of Kernel Holding S.A. for the

financial year ended 30 June 2011, with a

resulting consolidated net profit of USD 226,047

  Management   No Action   None
  2   

The General Meeting, after having reviewed the

management report of the Board of Directors and

the report of the independent auditor (Reviseur

d’Entreprises), approves in their entirety the

Parent Company annual accounts

(unconsolidated) for the financial year ended 30

June 2011, with a resulting net profit/loss for

Kernel Holding S.A. as parent company of the

Kernel Holding S.A. group of USD 38,165,947.14

  Management   No Action   None
  3   

The General Meeting approves the proposal of

the Board of Directors to carry forward the net

profit/loss of the Parent Company annual

accounts (non-consolidated) of USD

38,165,947.14.-and to declare a dividend at nil

for the financial year ended 30 June 2011

  Management   No Action   None
  4   

The General Meeting decides to grant discharge

to the directors for their management duties and

the exercise of their mandates in the course of

the financial year ended 30 June 2011

  Management   No Action   None
  5   

The General meeting acknowledges the

resignation of Mr. Patrick Conrad as member of

the board of directors with effect as of 1

November 2011 and decides to grant discharge

to Mr. Patrick Conrad for the exercise of its

management duties and its mandate until the 1

November 2011

  Management   No Action   None
  6   

The General Meeting, having acknowledged the

end of the mandates of the two independent

directors and in consideration of the proposal to

re-elect both Mr. Andrzej Danilczuk and Ton

Schurink for a one-year term mandate, decides to

re-elect Andrzej Danilczuk and Ton Schurink for

a one-year term mandate, which shall terminate

on the date of the general meeting of

shareholders to be held in 2012

  Management   No Action   None
  7   

The General Meeting, following proposal by the

Board to appoint Mr. Kostiantyn Lytvynskyi and

Mr. Yuriy Kovalchuk as new Board members,

decides to elect Mr. Kostiantyn Lytvynskyi, born

on 2 December 1972 in Karaganda, Republic of

Kazakhstan, residing at Apt. 12, 5 Yerevanska

Str, Kiev, Ukraine, 03048 and Mr. Yuriy

Kovalchuk, born on 17 February 1981

Severodonetsk, Luganska Oblast, Ukraine,

residing at Apt. 5, 30 Mezihorska Str., Kiev,

Ukraine, 0407 for a three-year term mandate,

which mandate shall terminate on the date of the

general meeting of shareholders to be held in

2014

  Management   No Action   None
  8   

The General Meeting, having acknowledged that

fees (tantiemes) paid to the independent

directors for their previous term in office

amounted in total to USD 95,000, approves the

independent Directors’ fees for the new one-year

mandate, which shall terminate on the date of the

general meeting of shareholders to be held in

2012, for a total gross annual amount of USD

95,000

  Management   No Action   None
  9   

The General Meeting, following proposal by the

Board to terminate the mandates of the

independent auditors Baker Tilly Ukraine and

Teamaudit S.A. and to appoint PJSC “Deloitte &

Touche USC” and Deloitte S.A, having its

registered office at 560, rue du Neudorf, L-2220

Luxembourg, registered with the Luxembourg

Trade and Companies’ Register under number 67

895 as new independent auditors of Kernel

Holding S.A., hereby resolves to terminate the

mandates of Baker Tilly Ukraine and Teamaudit

S.A. and to appoint PJSC “Deloitte & Touche

USC” and Deloitte S.A, having its registered

office at 560, rue du Neudorf, L-2220

Luxembourg, registered with the Luxembourg

Trade and Companies’ Register under number 67

895 as new independent auditors of Kernel

Holding S.A. for a one-year term mandate, which

shall terminate on the date of the general

meeting of shareholders to be held in 2012

  Management   No Action   None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  556,189     16-Nov-2011   16-Nov-2011
    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Dec-2011
  ISIN   HK0144000764    Agenda   703452754 - Management
  Record Date   08-Dec-2011    Holding Recon Date   08-Dec-2011
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   25-Nov-2011
  SEDOL(s)   5387719 - 6416139 - B01XX53    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

20111116/LTN20111116174.pdf

  Non-Voting       None
  CMMT   

PLEASE NOTE IN THE HONG KONG MARKET

THAT A VOTE OF “ABSTAIN” WILL BE

TREATED-THE SAME AS A “TAKE NO

ACTION” VOTE.

  Non-Voting       None
  1   

To approve and adopt the New Share Option

Scheme and to terminate the Existing Share

Option Scheme as set out in the EGM Notice

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  6,710,276     23-Nov-2011   01-Dec-2011
    CYRELA BRAZIL RLTY S A EMPREENDIMENTOS E PARTICI
  Security   P34085103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   19-Dec-2011
  ISIN   BRCYREACNOR7    Agenda   703469874 - Management
  Record Date      Holding Recon Date   15-Dec-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   09-Dec-2011
  SEDOL(s)   2189855    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE-

NOT ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN-ARE ALLOWED. THANK YOU

  Non-Voting       None
  1   

To vote regarding the amendment of the

corporate bylaws of the company, and more

specifically articles 1 and 2, chapter I, corporate

name, head office, venue, duration and corporate

purpose, article 6, chapter II, share capital and

shares, articles 15 and 17, chapter III, general

meeting, articles 18, 19 and 21, chapter IV,

management, articles 23, 25 and 27, chapter V,

board of directors, article 37, chapter VI,

executive committee, article 38, chapter VII,

finance committee, articles 43, 44, 45, 46, 47, 48,

49, 50 and 53, chapter IX, disposition of

shareholder control, delisting as a publicly traded

company and delisting from the Novo Mercado,

article 54, chapter X, arbitration, and article 58,

chapter XII, final and transitory provisions,

including for their adaptation to the new Novo

Mercado listing regulations of CONTD

  Management   No Action     None
  CONT   

CONTD the BM and Fbovespa S.A., Bolsa De

Valores, Mercadorias E Futuros, with-the

consolidation of the corporate bylaws

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO POSTPONEMENT OF MEETING DATE

FROM 0-8 DEC TO 19 DEC 2011. IF YOU HAVE

ALREADY SENT IN YOUR VOTES, PLEASE DO

NOT RE-TURN THIS PROXY FORM UNLESS

YOU DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. TH-ANK YOU.

  Non-Voting       None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,732,000     05-Dec-2011   05-Dec-2011
    PETROLEO BRASILEIRO S.A. – PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   19-Dec-2011
  ISIN   US71654V4086    Agenda   933534770 - Management
  Record Date   01-Dec-2011    Holding Recon Date   01-Dec-2011
  City / Country                        / Brazil    Vote Deadline Date   14-Dec-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I   

MERGER OF COMPANIES TERMORIO S.A.

(“TERMORIO”), USINA TERMELETRICA DE

JUIZ DE FORA S.A. (“UTE JUIZ DE FORA”)

AND FAFEN ENERGIA S.A. (“FAFEN

ENERGIA”) INTO PETROBRAS, ALL AS MORE

FULLY DESCRIBED ON THE COMPANY’S

WEBSITE.

  Management   For   For   For
  II   

ELECTION OF MEMBER OF BOARD OF

DIRECTORS IN COMPLIANCE TO ARTICLE

150 OF ACT NO. 6.404 OF DEC 15, 1976 AND

TO ARTICLE 25 OF THE COMPANY’S BY

LAWS. THE MEMBER OF THE BOARD SHALL

BE ELECTED BY THE MINORITY

SHAREHOLDERS, AS PROVIDED FOR IN

ARTICLE 239 OF ACT NO. 6.404 OF DEC 15,

1976 AND ARTICLE 19 OF COMPANY’S BY-

LAWS.

  Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  1,231,484     14-Dec-2011   14-Dec-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   30-Dec-2011
  ISIN   BRHYPEACNOR0    Agenda   703515087 - Management
  Record Date      Holding Recon Date   28-Dec-2011
  City / Country   KUBITSCHECK / Brazil    Vote Deadline Date   22-Dec-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  I.A   

Approve agreement to Absorb Mabesa do Brasil

SA

  Management   No Action     None
  I.B   

Appoint independent firm to appraise proposed

absorption

  Management   No Action     None
  I.C    Approve independent firm’s appraisal   Management   No Action     None
  I.D    Approve absorption of Mabesa do Brasil SA   Management   No Action     None
  II.A   

Approve agreement to Absorb Mantecorp

Industria Quimica e Farmaceutica SA

  Management   No Action     None
  II.B   

Appoint independent firm to appraise proposed

absorption

  Management   No Action     None
  II.C    Approve independent firm’s appraisal   Management   No Action     None
  II.D   

Approve Absorption of Mantecorp Industria

Quimica e Farmaceutica SA

  Management   No Action     None
  III.A   

Authorize board to ratify and execute approved

resolutions

  Management   No Action     None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF A COMMENT. IF YOU

HAVE-ALREADY SENT IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU DE-CIDE TO AMEND

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting       None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1,126,000     20-Dec-2011   20-Dec-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   27-Jan-2012
  ISIN   US71654V4086    Agenda   933542652 - Management
  Record Date   03-Jan-2012    Holding Recon Date   03-Jan-2012
  City / Country                        / United States    Vote Deadline Date   24-Jan-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I1    CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA., BY BRK, FOR THE ASSESSMENT OF NET ASSETS RELATIVE TO THE SPUN OFF PORTIONS TO BE CONVERTED TO PETROBRAS   Management   For   For   For
  I2    ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA. AT BOOK VALUE FOR ASSESSMENT OF BRK’S NET ASSETS   Management   For   For   For
  I3    APPROVE THE PROTOCOL AND JUSTIFICATION OF SPLIT-OFF OF BRK AND SPUN OFF PORTION OF PETROBRAS, PRO RATA TO ITS OWNERSHIP   Management   For   For   For
  I4    APPROVE THE PARTIAL SPLIT OPERATION OF BRK AND THE SPUN OFF PORTION OF PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL   Management   For   For   For
  II1    CONFIRM THE CONTRACTING OF APSIS CONSULTORIA E AVALIACOES LTDA. BY PETROBRAS FOR THE DEVELOPMENT OF ACCOUNTING ASSESSMENT REPORT OF PETROQUISA’S NET EQUITY TO BE TRANSFERRED TO PETROBRAS   Management   For   For   For
  II2    ASSESSMENT REPORT PREPARED BY APSIS CONSULTORIA E AVALIACOES LTDA., AT BOOK VALUE, FOR ASSESSMENT OF PETROQUISA’S NET EQUITY   Management   For   For   For
  II3    APPROVE THE PROTOCOL AND JUSTIFICATION OF ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS   Management   For   For   For
  II4    APPROVE THE ACQUISITION OPERATION OF PETROQUISA BY PETROBRAS, WITH FULL TRANSFER OF PETROQUISA’S NET EQUITY TO PETROBRAS, WITHOUT INCREASING ITS SHARE CAPITAL   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   1,205,584     03-Feb-2012   23-Jan-2012
    SAMSUNG FIRE & MARINE INSURANCE CO LTD, SEOUL
  Security   Y7473H108    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Feb-2012
  ISIN   KR7000810002    Agenda   703517702 - Management
  Record Date   05-Jan-2012    Holding Recon Date   05-Jan-2012
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   26-Jan-2012
  SEDOL(s)   6155250 - B3BJYH1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    Election of director Gim Chang Su, Jeon Yong Bae   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN THE SPELLING OF THE DIREC-TOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR-OXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   105,400     20-Jan-2012   26-Jan-2012
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-Feb-2012
  ISIN   MXP370711014    Agenda   703587999 - Management
  Record Date   03-Feb-2012    Holding Recon Date   03-Feb-2012
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   09-Feb-2012
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    Discussion and, if deemed appropriate, approval to amend article 2 of the corporate bylaws of the company, for the purpose of omitting as an entity that is a member of Grupo Financiero Banorte, S.A.B. de C.V., Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte, because of its merger with Ixe Casa de Bolsa, S.A. de C.V., Grupo Financiero Banorte, and as a consequence, authorization to sign the new single agreement of responsibilities   Management   For   For   For
  II    Designation of a delegate or delegates to formalize and carry out, if deemed appropriate, the resolutions passed by the general meeting   Management   For   For   For
  III    Preparation, reading and approval of the meeting minutes   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 2. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

 

NORTHERN TRUST

  4,134,840     03-Feb-2012   09-Feb-2012
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   17-Feb-2012
  ISIN   MXP370711014    Agenda   703588698 - Management
  Record Date   03-Feb-2012    Holding Recon Date   03-Feb-2012
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   09-Feb-2012
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    Discussion and, if deemed appropriate, approval of a proposal to pay a cash dividend in the amount of MXN 0.17 per share   Management   For   For   For
  II    Discussion and, if deemed appropriate, approval to modify the functioning of the regional councils   Management   For   For   For
  III    Designation of a delegate or delegates to formalize and carry out, if deemed appropriate, the resolutions passed by the general meeting   Management   For   For   For
  IV    Preparation, reading and approval of the general meeting minutes   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   4,134,840     01-Feb-2012   09-Feb-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   28-Feb-2012
  ISIN   US71654V4086    Agenda   933553390 - Management
  Record Date   14-Feb-2012    Holding Recon Date   14-Feb-2012
  City / Country                        / United States    Vote Deadline Date   23-Feb-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I.    APPROVAL OF THE AMENDMENT OF THE COMPANY’S BY-LAWS, IN ORDER TO INCREASE THE NUMBER OF MEMBERS OF THE EXECUTIVE BOARD FROM ONE CHIEF EXECUTIVE OFFICER AND SIX OFFICERS TO ONE CHIEF EXECUTIVE OFFICER AND SEVEN OFFICERS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
  II.    THE ELECTION OF MEMBER OF BOARD OF DIRECTORS, CHIEF EXECUTIVE OFFICER MARIA DAS GRACAS SILVA FOSTER, APPOINTED BY THE CONTROLLING SHAREHOLDER, IN COMPLIANCE TO THE ARTICLE 150 OF THE CORPORATIONS ACT (LAW NO 6.404/1976) AND THE ARTICLE 25 OF THE COMPANY’S BY-LAWS.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   1,205,584     23-Feb-2012   23-Feb-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-Feb-2012
  ISIN   BRRDCDACNOR3    Agenda   703607816 - Management
  Record Date      Holding Recon Date   27-Feb-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   21-Feb-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 952009 DUE TO SPLITTING OF-RESOLUTION I AND APPLICATION OF SPIN CONTROL. ALL VOTES RECEIVED ON THE PREVI-OUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETIN-G NOTICE. THANK YOU.   Non-Voting     None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU   Non-Voting     None


  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 3 COMPANIES TO BE ELECTED AS THE SPECIALIZ-ED COMPANY THAT WILL BE RESPONSIBLE FOR THE PREPARATION OF THE VALUATION REPOR-T, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING-INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE RE-QUIRED TO VOTE FOR ONLY 1 OF THE 3 COMPANIES. THANK YOU.   Non-Voting     None
  I.A    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: Banco De Investimentos Credit Suisse Brasil S.A   Management   No Action   For
  I.B    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: Bank Of America Merrill Lynch Banco Multiplo S.A   Management   No Action   For
  I.C    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: N M Rothschild And Sons Brasil Ltda   Management   No Action   For
     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting     None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO INCLUSION OF COMMENT. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1,248,000     29-Feb-2012  
    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050201    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-Mar-2012
  ISIN   US7960502018    Agenda   703628086 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   02-Mar-2012
  SEDOL(s)   2127800 - 4773096 - 5263701 - B16D4P2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of Balance Sheet, Income Statement, and Statement of Appropriation of-Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to Decemb-er 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share:- KRW 5,000 (Common) KRW 5,050 (Preferred)   Non-Voting       None
  2.1    Appointment of Independent Directors (3 persons): Mr. Dong Min Yoon, Dr. Han-j-oong Kim, and Dr. Byeong Gi Lee   Non-Voting       None
  2.2    Appointment of Executive Directors (3 persons): Mr. Geesung Choi, Dr. Oh-Hyun-Kwon, and Mr. Juhwa Yoon   Non-Voting       None
  2.3    Appointment of Members of Audit Committee (2 persons): Mr. Dong-Min Yoon and D-r. Han-joong Kim   Non-Voting       None
  3    Approval of the limit on the remuneration for the Directors-Proposed remunerat-ion limit for the 44th fiscal year: KRW 30 billion, Remuneration limit approve-d in the 43rd fiscal year: KRW 37 billion, Number of Directors: 7 (including 4- Independent Directors)   Non-Voting       None
  4    LCD Business Spin-off   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   45,159     05-Mar-2012   06-Mar-2012
    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050888    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-Mar-2012
  ISIN   US7960508882    Agenda   703629785 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   02-Mar-2012
  SEDOL(s)   2507822 - 2763152 - 4942818 - 4963206 - 5263518 - B01D632    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to December 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share: KRW 5,000 (Common) KRW 5,050 (Preferred)   Management   For   For   For
  2.1    Appointment of Independent Directors (3 persons)-Mr. Dong Min Yoon, Dr. Han-joong Kim, and Dr. Byeong Gi Lee   Management   Against   Against   Against
  2.2    Appointment of Executive Directors (3 persons) - Mr. Geesung Choi, Dr. Oh-Hyun Kwon, and Mr. Juhwa Yoon   Management   For   For   For
  2.3    Appointment of Members of Audit Committee (2 persons) -Mr. Dong-Min Yoon and Dr. Han-joong Kim   Management   Against   Against   Against
  3    Approval of the limit on the remuneration for the Directors -Proposed remuneration limit for the 44th fiscal year: KRW 30 billion -Remuneration limit approved in the 43rd fiscal year: KRW 37 billion -Number of Directors: 7 (including 4 Independent Directors)   Management   Against   Against   Against
  4    LCD Business Spin-off   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   129,980     05-Mar-2012   06-Mar-2012
    PUBLIC BANK BHD
  Security   Y71497104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Mar-2012
  ISIN   MYL1295OO004    Agenda   703620220 - Management
  Record Date      Holding Recon Date   15-Mar-2012
  City / Country   KUALA LUMPUR / Malaysia    Vote Deadline Date   09-Mar-2012
  SEDOL(s)   6707123 - 6707145 - B012W42 - B2RDL46    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the Audited Financial Statements for the financial year ended 31 December 2011 and the Reports of the Directors and Auditors thereon   Management   No Action   For
  2    To re-elect Tan Sri Dato’ Sri Tay Ah Lek as a Director who retire by rotation pursuant to Article 111 of the Company’s Articles of Association   Management   No Action   For
  3    To re-elect Quah Poh Keat as a Director who retire by rotation pursuant to Article 111 of the Company’s Articles of Association   Management   No Action   For
  4    To re-elect Tang Wing Chew who retires pursuant to Article 109 of the Company’s Articles of Association   Management   No Action   For
  5    That Tan Sri Dato’ Sri Dr. Teh Hong Piow, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next annual general meeting   Management   No Action   For
  6    That Tan Sri Datuk Seri Utama Thong Yaw Hong, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re- appointed a Director of the Company to hold office until the next annual general meeting   Management   No Action   Against
  7    That Dato’ Sri Lee Kong Lam, retiring pursuant to Section 129 of the Companies Act, 1965, be and is hereby re-appointed a Director of the Company to hold office until the next annual general meeting   Management   No Action   For
  8    To approve the payment of Directors’ fees of RM1,755,100 for the financial year ended 31 December 2011   Management   No Action   For
  9    To re-appoint Messrs KPMG as Auditors of the Company for the financial year ending 31 December 2012 and to authorise the Directors to fix the Auditors’ remuneration   Management   No Action   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1     08-Mar-2012   08-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Annual
  Ticker Symbol   PBR    Meeting Date   19-Mar-2012
  ISIN   US71654V4086    Agenda   933557350 - Management
  Record Date   27-Feb-2012    Holding Recon Date   27-Feb-2012
  City / Country                        / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  O1    MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD, REGARDING THE FINANCIAL YEAR ENDED AS OF DECEMBER 31, 2011.   Management   For     For
  O2    CAPITAL BUDGET, REGARDING THE YEAR OF 2012.   Management   For     For
  O3    DESTINATION OF INCOME FOR THE YEAR OF 2011.   Management   For     For
  O4A    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER.   Management   For     For
  O4B    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS.   Management   Abstain     Abstain
     Comments-Insufficient information regarding proposed nominees
  O5    ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER.   Management   For     For
  O6A    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER   Management   For     For
  O6B    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS.   Management   Abstain     Abstain
     Comments-Insufficient information provided for the nominees
  O7    ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD.   Management   For     For
  E1    INCREASE OF THE CAPITAL STOCK   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   1,205,584     13-Mar-2012   13-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V101    Meeting Type   Annual
  Ticker Symbol   PBRA    Meeting Date   19-Mar-2012
  ISIN   US71654V1017    Agenda   933557362 - Management
  Record Date   27-Feb-2012    Holding Recon Date   27-Feb-2012
  City / Country                        / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  O4    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information regarding proposed nominees
  O6    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided for the nominees

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   333,800     13-Mar-2012   13-Mar-2012
    COCA-COLA FEMSA, S.A.B DE C.V.
  Security   191241108    Meeting Type   Annual
  Ticker Symbol   KOF    Meeting Date   20-Mar-2012
  ISIN   US1912411089    Agenda   933560840 - Management
  Record Date   05-Mar-2012    Holding Recon Date   05-Mar-2012
  City / Country                        / United States    Vote Deadline Date   15-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  V    ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.   Management   Against   Against
     Comments-Slate election; Related party transactions; Board size; Lack of committee independence; Other governance issues


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   219,700     15-Mar-2012   15-Mar-2012
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   22-Mar-2012
  ISIN   US7182526043    Agenda   933551891 - Management
  Record Date   23-Jan-2012    Holding Recon Date   23-Jan-2012
  City / Country                        / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  01    APPROVAL OF AMENDMENTS TO THE SEVENTH ARTICLE OF THE ARTICLES OF INCORPORATION OF THE COMPANY CONSISTING OF THE SUB-CLASSIFICATION OF THE AUTHORIZED PREFERRED CAPITAL STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   127,215     13-Mar-2012   13-Mar-2012
    ECOPETROL S A
  Security   279158109    Meeting Type   Annual
  Ticker Symbol   EC    Meeting Date   22-Mar-2012
  ISIN   US2791581091    Agenda   933554429 - Management
  Record Date   17-Feb-2012    Holding Recon Date   17-Feb-2012
  City / Country                        / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  4.    APPROVAL OF THE AGENDA   Management   For   Against   For
  5.    APPOINTMENT OF THE MEETING’S PRESIDENT   Management   For   Against   For
  6.    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  7.    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For
  13.    APPROVAL OF REPORTS PRESENTED BY THE MANAGEMENT, AND THE EXTERNAL AUDITOR AND APPROVAL OF FINANCIAL STATEMENTS   Management   For   Against   For
  14.    APPROVAL OF PROPOSAL FOR DIVIDEND DISTRIBUTION   Management   For   Against   For
  15.    ELECTION OF THE EXTERNAL AUDITOR AND ASSIGNMENT OF REMUNERATION   Management   Abstain   For   Abstain
     Comments-Insufficient information provided by the Company
  16.    ELECTION OF THE BOARD OF DIRECTORS   Management   For   Against   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   460,000     19-Mar-2012   19-Mar-2012
    AMOREPACIFIC CORP, SEOUL
  Security   Y01258105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Mar-2012
  ISIN   KR7090430000    Agenda   703594576 - Management
  Record Date   31-Dec-2011    Holding Recon Date   31-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   B15SK50 - B19ZJD8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of financial statements   Management   For   For   For
  2.1    Election of Inside Director: Seo Gyeong Bae, Sim Sang Bae, Bae Dong Hyeon yun Bae   Management   For   For   For
  2.2    Election of Outside Director: Song Jae Yong, Gim Dong Su, I Eon O, Jo Dong Cheol, Nam Gung Eun   Management   For   For   For
  3    Election of Audit Committee Member who is an Outside Director: Song Jae Yong, Gim Dong Su, I Eon O   Management   For   For   For
  4    Approval of remuneration for director   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR NAMES. IF YOU H-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   17,600     13-Mar-2012   13-Mar-2012
    HANKOOK TIRE CO LTD, SEOUL
  Security   Y30587102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Mar-2012
  ISIN   KR7000240002    Agenda   703637314 - Management
  Record Date   31-Dec-2011    Holding Recon Date   31-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   6107422 - B12G7K1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of financial statements   Management   For   For   For
  2    Amendment of articles of incorp   Management   For   For   For
  3    Election of director Min Hae Yeong, Jo Geon Ho   Management   For   For   For
  4    Election of audit committee member Min Hae Yeong   Management   For   For   For
  5    Approval of remuneration for director   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   224,000     12-Mar-2012   13-Mar-2012
    KB FINANCIAL GROUP INC
  Security   48241A105    Meeting Type   Annual
  Ticker Symbol   KB    Meeting Date   23-Mar-2012
  ISIN   US48241A1051    Agenda   933561210 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country                       / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1)    APPROVAL OF FINANCIAL STATEMENTS FOR FISCAL YEAR 2011   Management   For   For   For
  2)    AMENDMENT OF THE ARTICLES OF INCORPORATION   Management   For   For   For
  3)    APPOINTMENT OF DIRECTORS   Management   For   For   For
  4)    APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, WHO ARE NON-EXECUTIVE DIRECTORS   Management   For   For   For
  5)    APPROVAL OF THE AGGREGATE REMUNERATION LIMIT FOR DIRECTORS   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   258,337     16-Mar-2012   16-Mar-2012
    FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
  Security   344419106    Meeting Type   Annual
  Ticker Symbol   FMX    Meeting Date   23-Mar-2012
  ISIN   US3444191064    Agenda   933564468 - Management
  Record Date   08-Mar-2012    Holding Recon Date   08-Mar-2012
  City / Country                       / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  O1    REPORT OF THE CHIEF EXECUTIVE OFFICER, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company
  O2    REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company
  O3    APPLICATION OF THE RESULTS FOR THE 2011 FISCAL YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS.   Management   For     For
  O4    PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF RESOURCES TO BE USED FOR THE SHARE REPURCHASE PROGRAM OF THE COMPANY’S SHARES, THE AMOUNT OF $3,000’000,000.00 MEXICAN PESOS.   Management   For     For
  O5    ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE.   Management   Against     Against
     Comments-Slate election; Poor corporate governance practices
  O6    ELECTION OF MEMBERS OF THE FOLLOWING COMMITTEES: (I) FINANCE AND PLANNING, (II) AUDIT, AND (III) CORPORATE PRACTICES.   Management   Against     Against
     Comments-Lack of committee independence
  O7    APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE MEETING’S RESOLUTION.   Management   For     For
  O8    READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.   Management   For     For
  E1    APPROVAL THAT DESARROLLO DE MARCAS REFRESQUERAS, S.A. DE C.V., ISILDUR, S.A. DE C.V., TIENDAS OXXO CEDIS MEXICO, S.A. DE C.V., ESTACIONES OXXO MEXICO, S.A. DE C.V., EMPRESAS CUADROX, S.A. DE C.V., CORPORACION EMPREX, S.A. DE C.V. AND CONSORCIO PROGRESIVO DE SERVICIOS REFRESQUEROS, S.A. DE C.V. MERGE INTO FOMENTO ECONOMICO MEXICANO, S.A.B. DE C.V.   Management   For     For
  E2    APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE MEETING’S RESOLUTION.   Management   For     For
  E3    READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.   Management   For     For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   152,000     19-Mar-2012   19-Mar-2012
    AMBUJA CEMENTS LTD
  Security   Y6140K106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Mar-2012
  ISIN   INE079A01024    Agenda   703636641 - Management
  Record Date      Holding Recon Date   23-Mar-2012
  City / Country   JUNAGADH / India    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   B09QQ11 - B0BV9F9    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To consider and adopt the Profit & Loss Account for the Corporate Financial Year ended 31st December, 2011 and the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon   Management   For   For   For
  2    To declare a dividend on equity shares   Management   For   For   For
  3    To appoint a Director in place of Mr. Nasser Munjee, who retires by rotation and being eligible, offers himself for re-appointment   Management   Against   Against   Against
  4    To appoint a Director in place of Mr. Rajendra P. Chitale, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   For
  5    To appoint a Director in place of Mr. Shailesh Haribhakti, who retires by rotation and being eligible, offers himself for re-appointment   Management   Against   Against   Against
  6    Resolved that M/s S.R. Batliboi & Co. (Membership No. 301003E), Chartered Accountants, be and are hereby appointed as Statutory Auditors of the company, to hold the office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the company and to authorize the Board to fix their remuneration   Management   For   For   For
  7    Resolved that pursuant to the provisions of Section 260 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. Bernard Fontana who was appointed as an Additional Director of the Company and who holds office only up to the date of this Annual General Meeting and being eligible, offers himself for appointment and in respect of whom the Company has received a notice in writing from one of the members, pursuant to the provisions of Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Bernard Fontana for the office of the Director, be and is hereby appointed as a Director of the Company, not liable to retire by rotation   Management   For   For   For
  8    Resolved that pursuant to the provisions of Section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) the Articles of Association of the Company be and are hereby altered / amended in the following articles 2, 8, 106, 122, 123, 124, 125, 139(a), 153, 155(b), 167(a) as specified. Resolved further that pursuant to the provisions of Section 31 of the Companies Act, 1956, approval of the members be and is hereby accorded to the automatic deletion of Article 153 (a), (b) & (c) of the Articles of Association of the Company upon Mr. Narotam S. Sekhsaria ceasing to be the Chairman of the Company, and no further approval or consent of the shareholders’ shall be required for such deletion and insertion of CONTD   Management   For   For   For
  CONT    CONTD a new Article 153 stating “The Board may from time to time elect from-among their number, a Chairman of the Board and determine the period for-which he is to hold office. The Directors may likewise appoint from among-their number, a Vice Chairman and determine the period for which he is to-hold office. If at any meeting of the Board, the Chairman and the Vice-Chairman are not present within fifteen minutes after the time appointed for-holding the same, or both of them are unwilling to act as Chairman of the-meeting, the Directors present may choose one of their number to be the- Chairman of the meeting. Resolved further that the Managing Director and the-Company Secretary of CONTD   Non-Voting       None
  CONT    CONTD the Company be and are hereby severally authorized to do all such acts,-deeds, matters and things as may be necessary or desirable for and on behalf-of the Company for the purpose of giving effect to this resolution   Non-Voting       None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   7,847,400     13-Mar-2012   14-Mar-2012
    PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD, BANG
  Security   Y7145P165    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   TH0355A10Z12    Agenda   703644852 - Management
  Record Date   15-Feb-2012    Holding Recon Date   15-Feb-2012
  City / Country   BANGKOK / Thailand    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1359J0 - B13B738 - B13JK44    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  cmmt    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 958715 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  cmmt    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING,WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To acknowledge the 2011 Performance Result and 2012 Work Plan of the Company   Non-Voting       None
     Comments-Non Voting Agenda Item
  2    To approve the 2011 financial statements   Management   For   For   For
  3    To approve the dividend payment for 2011 performance   Management   For   For   For
  4    To appoint the Auditor and consider the Auditor’s fees for year 2012   Management   For   For   For
  5.1    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Chakkrit Parapuntakul   Management   For   For   For
  5.2    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mrs. Varanuj Hongsaprabhas   Management   For   For   For
  5.3    To approve the appointment of new director in replacement of those who are due to retire by rotation: General Pornchai Kranlert   Management   For   For   For
  5.4    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Anon Sirisaengtaksin   Management   For   For   For
  5.5    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Prajya Phinyawat   Management   For   For   For
  6    To approve the directors’ and the sub- committees’ remuneration for year 2012   Management   For   For   For
  7    Other Matters (if any)   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   4,335,200     21-Mar-2012   21-Mar-2012
    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   ID1000118201    Agenda   703655588 - Management
  Record Date   12-Mar-2012    Holding Recon Date   12-Mar-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   6709099 - B01Z5X1 - B1BJTH2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of Annual Report including the ratification of Company’s Financial Report and the Board of Commissioners’ Supervisory Duties Report for the Financial Year of 2011   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  2    Ratification of the Annual Report including the Financial Report of the Partnership and Community Development Program (Program Kemitraan dan Program Bina Lingkungan) for the Financial Year of 2011   Management   For   For   For
  3    Appropriation of the Company’s net profit for the Financial Year of 2011   Management   For   For   For
  4    Determination of salaries, honorarium, bonuses and other benefit for the Board of Directors and the Board of Commissioners   Management   For   For   For
  5.a    Appointment of Public Accountant Office to audit the Company’s Financial Report for the Financial Year of 2012   Management   For   For   For
  5.b    Appointment of Public Accountant Office to audit the Partnership and Community Development Program for the Financial Year of 2012   Management   For   For   For
  6    Approval of the change of the Company’s Article of Association   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  7    Approval of the change of the Board of Directors and/or the Board of Commissioners   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   38,162,000     20-Mar-2012   20-Mar-2012
    ARCELIK AS, ISTANBUL
  Security   M1490L104    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   TRAARCLK91H5    Agenda   703639584 - Management
  Record Date      Holding Recon Date   27-Mar-2012
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   09-Mar-2012
  SEDOL(s)   4051800 - 4311678 - B02QQ18 - B03MP18 - B03N1Y6 - B03N2C1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU- HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU.   Non-Voting     None
  1    Opening and election of the presidency board   Management   No Action   For
  2    Reading and discussion of reports prepared by the board and auditors and summary of the independent audit firm report and discussion of balance sheet and income statement of 2011   Management   No Action   For
  3    Discharging of liability of the board members and auditors from operations of 2011   Management   No Action   For
  4    Discussion of profit distribution and profit distribution date   Management   No Action   For
  5    Information to the shareholders about profit distribution policy of 2012 and succeeding years   Management   No Action   For
  6    Information to the shareholders about firm information policy   Management   No Action   For
  7    Approval of the amendment of articles of 11,12,15,16,23,26 and adding of the articles 34 and 45 of articles of association   Management   No Action   For
  8    Fixing of number of board members and determination of their terms of office and election of the board members and decision on independent audit firm   Management   No Action   Against
  9    Fixing of number of auditors and election of the auditors   Management   No Action   For
  10    Determination of wage policy of board members and top executives   Management   No Action   Abstain
  11    Determination of gross salary of board members and auditors   Management   No Action   For
  12    Approval of independent audit firm   Management   No Action   For
  13    Empowerment of the board of directors in connection with matter falling within the scope of article 334 and 335 of Turkish Commercial Code   Management   No Action   For
  14    Information to the shareholders about donations of 2011   Management   No Action   For
  15    Authorizing the presidency board to sign the minutes   Management   No Action   For
  16    Wishes and opinions   Management   No Action   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   6,833,712     13-Mar-2012   13-Mar-2012
    CREDICORP LTD.
  Security   G2519Y108    Meeting Type   Annual
  Ticker Symbol   BAP    Meeting Date   30-Mar-2012
  ISIN   BMG2519Y1084    Agenda   933556423 - Management
  Record Date   13-Feb-2012    Holding Recon Date   13-Feb-2012
  City / Country                       / United States    Vote Deadline Date   29-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    TO CONSIDER AND APPROVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011, INCLUDING THE REPORT OF THE INDEPENDENT AUDITORS OF THE COMPANY THEREON.   Management   For   For   For
  2.    TO DEFINE THE REMUNERATION OF DIRECTORS OF THE COMPANY AND OF DIRECTORS THAT PERFORM THE ROLE OF MEMBERS OR ADVISORS OF THE BOARD OF DIRECTORS’ COMMITTEES.   Management   For   For   For
  3.    TO APPOINT THE EXTERNAL AUDITORS OF THE COMPANY TO PERFORM SUCH SERVICES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2012 AND TO DEFINE THE FEES FOR SUCH AUDIT SERVICES.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   201,200     29-Mar-2012   29-Mar-2012
    ANTA SPORTS PRODUCTS LTD
  Security   G04011105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   KYG040111059    Agenda   703632427 - Management
  Record Date   28-Mar-2012    Holding Recon Date   28-Mar-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1YVKN8 - B235FM2 - B2468S1    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0301/LTN20120301416.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditor of the Company for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend in respect of the year ended 31 December 2011   Management   For   For   For
  3    To re-elect Mr. Ding Shijia as executive director of the Company   Management   For   For   For
  4    To re-elect Mr. Lai Shixian as executive director of the Company   Management   For   For   For
  5    To re-elect Mr. Yeung Chi Tat as independent non-executive director of the Company   Management   For   For   For
  6    To authorise the board of directors of the Company to fix the remuneration of the Company’s directors   Management   Against   Against   Against
     Comments-Fees are excessive
  7    To re-appoint KPMG as the Company’s auditor and to authorise the board of directors of the Company to fix their remuneration   Management   For   For   For
  8    To grant a general mandate to the directors of the Company to allot, issue and deal with the Company’s shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  9    To grant a general mandate to the directors of the Company to repurchase the Company’s shares   Management   For   For   For
  10    To extend the general mandate granted to the directors of the Company under resolution no. 8 by the number of shares repurchased   Management   Against   Against   Against
     Comments-Lack of information regarding discount rate of issue price.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   9,556,000     21-Mar-2012   21-Mar-2012
    ODONTOPREV SA, BARUERI, SP
  Security   P7344M104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   BRODPVACNOR4    Agenda   703636300 - Management
  Record Date      Holding Recon Date   29-Mar-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   B1H6R62    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting     None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting     None
  I    Consideration of the proposal for the amendment of the corporate bylaws to adapt them to the Novo Mercado regulations and the changes in Law 6044.76   Management   No Action   For
  II    Consideration of the proposal for a split of the shares issued by the company, under which each existing share will come to be represented by three shares, and the consequent amendment of the corporate bylaws in such a way as to reflect the new number of shares into which the share capital will be divided   Management   No Action   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   990,000     22-Mar-2012   22-Mar-2012
    ODONTOPREV SA, BARUERI, SP
  Security   P7344M104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   BRODPVACNOR4    Agenda   703638328 - Management
  Record Date      Holding Recon Date   29-Mar-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   B1H6R62    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting     None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting     None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting     None
  1    To receive the accounts of the board of directors, to examine, discuss and vote on the financial statements, for the fiscal year that ended on December 31, 2011   Management   No Action   For
  2    To decide on the allocation of net income, including the proposed capital budget and the distribution of dividends   Management   No Action   For
  3    Establishment of the limit amount for the aggregate annual compensation of the managers of the company   Management   No Action   For
  4    Election of the members of the board of directors and finance committee   Management   No Action   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   990,000     22-Mar-2012   22-Mar-2012
    ZENITH BANK PLC, LAGOS
  Security   V9T871109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   NGZENITHBNK9    Agenda   703674691 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   TBD / Nigeria    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B01CKG0 - B29X2S5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the accounts and the reports thereon   Management   For   For   For
  2    To declare a dividend   Management   For   For   For
  3    To re-elect as directors   Management   Against   Against   For
     Comments- Insufficient information provided by the company.
  4    To fix the remuneration of the directors   Management   Against   Against   For
     Comments- Insufficient information provided by the company.
  5    To authorize the directors to fix the remuneration of the auditors   Management   Against   Against   Abstain
     Comments- Insufficient information provided by the company.
  6    To elect members of the audit committee   Management   Against   Against   Abstain
     Comments- Insufficient information provided by the company.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   155,706,000     27-Mar-2012   27-Mar-2012
    THE SIAM COMMERCIAL BANK PUBLIC CO LTD
  Security   Y7905M113    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   TH0015010018    Agenda   703653700 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   BANGKOK / Thailand    Vote Deadline Date   29-Mar-2012
  SEDOL(s)   5314041 - 6889935 - B01DQW1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 956111 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING,WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To consider and adopt the minutes of the extraordinary general meeting of shareholders no. 2/2011 held on 30 June 2011   Management   For   For   For


  2    To acknowledge the annual report of the board of directors   Management   For   For   For
  3    To consider and approve the financial statements for the year ended 31 December 2011   Management   For   For   For
  4    To consider and approve the allocation of profit from the bank’s operational results of year 2011 and the dividend payment   Management   For   For   For
  5    To consider and approve the distribution of directors’ remuneration for the year 2012 and the allocation of directors’ bonus for the year 2011   Management   For   For   For
  6.1    To consider and elect the director in replacement of those retired by rotation: Mr. Vichit Suraphongchai   Management   For   For   For
  6.2    To consider and elect the director in replacement of those retired by rotation: Mr. Bodin Asavanich   Management   For   For   For
  6.3    To consider and elect the director in replacement of those retired by rotation: Miss Supa Piyajitti   Management   For   For   For
  6.4    To consider and elect the director in replacement of those retired by rotation: Mr. Maris Samaram   Management   For   For   For
  6.5    To consider and elect the director in replacement of those retired by rotation: Assoc. Prof. Kulpatra Sirodom   Management   For   For   For
  7    To consider and appoint the auditors and fix the auditing fee   Management   For   For   For
  8    To consider and approve the acceptance of transfer of The Siam Industrial Credit Public Company Limited (“SICCO”)’s entire business   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  9    To consider and approve the delegation of power to the Executive Committee, the Chairman of Executive Committee, the President, or any other person to whom the Executive Committee, the Chairman of Executive Committee, or the President assigns, to proceed with any acts and things in relation to and/or in connection with the acceptance of transfer of the entire business of SICCO under the Business Transfer Plan approved by the BoT   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  10    To consider and approve the issuance and offering for sale of debentures   Management   For   For   For
  11    To consider and approve the amendment to clause 4 of the bank’s memorandum of association in order for it to be in line with the conversion of preferred shares into ordinary shares in the year 2011   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   5,175,300     27-Mar-2012   29-Mar-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   BRRDCDACNOR3    Agenda   703671544 - Management
  Record Date      Holding Recon Date   03-Apr-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   28-Mar-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  

 

    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  1    To take cognizance of the report from the management, of the report from the independent auditors and of the summary of the report from the audit committee and to examine, for a vote, the balance sheet, other financial statements and explanatory notes, relative to the fiscal year that ended on December 31, 2011   Management   No Action     For
  2    To decide regarding the proposal for the allocation of the net profit from the fiscal and the distribution of dividends   Management   No Action     For
  3    To elect the members of the board of directors for a new two year term in office   Management   No Action     For
  4    To establish the amount allocated to the compensation of the members of the board of directors, of the audit committee and of the executive committee for the 2012 fiscal year   Management   No Action     Against


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1,248,000     26-Mar-2012   26-Mar-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   BRRDCDACNOR3    Agenda   703672027 - Management
  Record Date      Holding Recon Date   03-Apr-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   28-Mar-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  1    To increase the share capital of the company, from BRL 568,261,461.20 to BRL 681,913,753.44, without the issuance of shares, through the capitalization of the amount of BRL 113,652,292.24 which is in the legal reserve account   Management   No Action     For
  2    To amend the main part of Article 5 of the corporate bylaws to state the new share capital amount   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1,248,000     26-Mar-2012   26-Mar-2012
    TURKIYE GARANTI BANKASI AS, ISTANBUL
  Security   M4752S106    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   12-Apr-2012
  ISIN   TRAGARAN91N1    Agenda   703658495 - Management
  Record Date      Holding Recon Date   10-Apr-2012
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   4361617 - B032YF5 - B03MYP5 - B03N2W1 - B04KF33    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU- HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU.   Non-Voting       None
  1    Opening and formation of the Board of Presidency   Management   No Action     For
  2    Authorization of the Board of Presidency for signing the minutes of the Ordinary General Meeting of Shareholders   Management   No Action     For
  3    Reading and discussion of the Board of Directors’ Annual Activity Report and Auditors’ Reports   Management   No Action     For
  4    Reading, discussion and ratification of the Balance Sheet and Income Statement and acceptance or rejection by discussion of the Board of Directors’ proposal regarding the dividend distribution   Management   No Action     For
  5    Amendment to Article 7 of the Articles of Association of the Bank   Management   No Action     For
  6    Release of members of the Board of Directors and Auditors   Management   No Action     For
  7    Election of members of the Board of Directors and Auditors   Management   No Action     Against
  8    Determination of the remuneration and attendance fees of the members of the Board of Directors and Auditors   Management   No Action     Abstain
  9    Informing the shareholders with regard to the charitable donations   Management   No Action     For
  10    Authorization of the members of the Board of Directors to conduct business with the Bank (provisions of the Banking Law to be reserved) in accordance with Articles 334 and 335 of Turkish Commercial Code   Management   No Action     For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   3,479,300     22-Mar-2012   22-Mar-2012
    NATURA COSMETICOS SA, SAO PAULO
  Security   P7088C106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Apr-2012
  ISIN   BRNATUACNOR6    Agenda   703658560 - Management
  Record Date      Holding Recon Date   11-Apr-2012
  City / Country   SERRA / Brazil    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B014K55 - B05PRV9    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  1    To examine, discuss and approve the financial statements relating to the fiscal year that ended on December 31, 2011   Management   No Action     For
  2    To consider the proposal for the capital budget for the year 2012, the allocation of the net profit from the fiscal year ending on December 31, 2011, and to ratify the early distributions of dividends and interim interest on net equity   Management   No Action     For
  3    To elect the members of the companys board of directors   Management   No Action     For
  4    To establish the aggregate remuneration of the managers of the company to be paid until the annual general meeting that votes on the financial statements from the fiscal year that will end on December 31, 2012   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   427,400     04-Apr-2012   04-Apr-2012
    NATURA COSMETICOS SA, SAO PAULO
  Security   P7088C106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   13-Apr-2012
  ISIN   BRNATUACNOR6    Agenda   703669703 - Management
  Record Date      Holding Recon Date   11-Apr-2012
  City / Country   SERRA / Brazil    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B014K55 - B05PRV9    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 962615 DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU   Non-Voting       None


  1    To amend article 5 of the corporate bylaws of the company, in such a way as to reflect the increases in the capital approved by the board of directors, within the limits of the authorized capital, until the date the general meeting is held   Management   No Action     For
  2.A    To proceed with a broad amendment and restatement of the corporate bylaws of the company, with the following changes and inclusions standing out, with it being observed that the references to the articles of the corporate bylaws are based on the numbering from the proposal for the amendment of the corporate bylaws that was sent through the IPE system, to adapt the corporate bylaws of the company to the minimum bylaws clauses provided for in the Novo Mercado listing regulations, through the amendment and or inclusion of the following provisions of the corporate bylaws, inclusion of a sole paragraph in article 1, inclusion of a sole paragraph in article 5, amendment of paragraph 2 of article 13, amendment of the main part and paragraph 1 of article 16, inclusion of paragraph 6 in article 16, amendment of line xxiii of article 20, inclusion of line xxvi in article 20, amendment of paragraph 3 of article 26, amendment of article 30, amendment of article 31, amendment of article 32, inclusion of an article 33, amendment of article 34, amendment of article 35, amendment of article 36, inclusion of paragraphs 1 and 2 in article 36, amendment of article 37, inclusion of an article 38, amendment of article 40, inclusion of an article 41, inclusion of an article 42, inclusion of an article 43 and inclusion of an article 45   Management   No Action     For
  2.B    To improve the wording of article 6   Management   No Action     For
  2.C    To exclude paragraph 1 from article 6   Management   No Action     For
  2.D    To approve the wording of lines I and V of article 12   Management   No Action     For
  2.E    To amend the main part of article 16, to increase the maximum number of members of the board of directors from 7 to 9 members   Management   No Action     For
  2.F    To exclude paragraph 2 from article 16, bearing in mind that the provisions contained there are already contemplated in article 17 of the bylaws   Management   No Action     For
  2.G    To exclude paragraph 3 from article 16, bearing in mind that the provisions contained there are already contemplated in paragraphs 1 and 3 of article 13 of the bylaws   Management   No Action     For
  2.H    To amend the wording of article 18, in such a way as to include a maximum of three members for the position of co-chairpersons of the board of directors   Management   No Action     For
  2.I    To exclude paragraph 2 from article 18, bearing in mind that there is a conflict between that provision and paragraph 1 of article 15 of the bylaws, thereby allowing a co-chairperson who is chairing a meeting of the board of directors to have the deciding vote in the event of a tie vote   Management   No Action     For
  2.J    To amend the wording of the former paragraph 3 of article 18, for the purpose of making it explicit that, in the event of a permanent vacancy of a member of the board of directors, a general meeting will be called to replace him or her   Management   No Action     For
  2.K    To amend the main part of article 3 and include a paragraph 4 in article 19, in such a way as to make it more flexible and provide greater detail regarding the manner of long distance participation of members of the board of directors in meetings of the board of directors and the procedure applicable in the event of a temporary vacancy   Management   No Action     For
  2.L    To amend lines X, XII, XV, XVIII, XX and XXII of article 20 and to include in it a line XXVII, for the purpose of improving its wording and to conform it to the provisions of the Brazilian corporate law   Management   No Action     For
  2.M    To exclude part of paragraph 1 from article 21, bearing in mind that the matter dealt with there is provided for in paragraph 3 of article 13 of the corporate bylaws   Management   No Action     For
  2.N    To amend the wording of article 22, in such a way as to include mention of the representation and observance of the authority limit of the officers   Management   No Action     For
  2.O    To amend the wording of paragraph 3 of article 25 to improve the wording   Management   No Action     None
  2.P    To amend the wording of paragraph 5 in article 28 to improve the wording and conform it to the provisions of the Brazilian corporate law   Management   No Action     None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 2C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   427,400     04-Apr-2012   04-Apr-2012
    DRAGON OIL PLC, DUBLIN
  Security   G2828W132    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Apr-2012
  ISIN   IE0000590798    Agenda   703668751 - Management
  Record Date      Holding Recon Date   16-Apr-2012
  City / Country   LONDON / Ireland    Vote Deadline Date   11-Apr-2012
  SEDOL(s)   0059079 - 5323218 - 7578384 - B01ZKJ2 - B3K6LH2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the financial statements for the year ended 31 December 2011   Management   For   For   For
  2    To declare a dividend   Management   For   For   For
  3.a    To re-elect Mr. Mohammed Al Ghurair as a Director   Management   For   For   For
  3.b    To re-elect Dr. Abdul Jaleel Al Khalifa as a Director   Management   For   For   For
  3.c    To re-elect Mr Nigel McCue as a Director   Management   For   For   For
  3.d    To re-elect Ahmad Sharaf as a Director   Management   For   For   For
  3.e    To re-elect Ahmad Al Muhairbi as a Director   Management   For   For   For
  3.f    To re-elect Saeed Al Mazrooei as a Director   Management   For   For   For
  3.g    To re-elect Thor Haugnaess as a Director   Management   For   For   For
  4    To receive the Directors’ Remuneration report for the year ended 31 December 2011   Management   Against   Against   Against
     Comments-No performance metrics or limits disclosed; poor overall structure/disclosure      
  5    To authorise the Directors to fix the Auditors’ remuneration   Management   For   For   For
  6    To authorise general meetings outside the Republic of Ireland   Management   For   For   For
  7    To authorise the calling of general meetings on not less than 14 days’ notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders      
  8    To authorise the Directors to allot equity securities   Management   For   For   For
  9    To authorise the repurchase of the Company’s shares   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 3C.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   782,808     11-Apr-2012   17-Apr-2012
    VALE S.A.
  Security   91912E204    Meeting Type   Annual
  Ticker Symbol   VALEP    Meeting Date   18-Apr-2012
  ISIN   US91912E2046    Agenda   933592621 - Management
  Record Date   19-Mar-2012    Holding Recon Date   19-Mar-2012
  City / Country                        / United States    Vote Deadline Date   13-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1    APPRECIATION OF THE MANAGEMENTS’ REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011   Management   For   Against   For
  1.2    PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET FOR VALE, PURSUANT TO ARTICLE 196 OF THE BRAZILIAN CORPORATE LAW   Management   For   Against   For
  1.3    APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL   Management   For   Against   For
  1.4    ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS, AND THE RATIFICATION OF THE REMUNERATION PAID IN FISCAL YEAR OF 2011   Management   For   Against   Against
     Comments-Glass Lewis likes the structure of the renumeration vote, and is voting against solely due to some missing disclosures. Harding Loevner thinks it’s more important to support the shareholder-value creation based bonuses for this company than to signal our desire for more disclosure.  
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   450,000     13-Apr-2012   13-Apr-2012
    VALE S.A.
  Security   91912E105    Meeting Type   Annual
  Ticker Symbol   VALE    Meeting Date   18-Apr-2012
  ISIN   US91912E1055    Agenda   933592621 - Management
  Record Date   19-Mar-2012    Holding Recon Date   19-Mar-2012
  City / Country                        / United States    Vote Deadline Date   13-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1    APPRECIATION OF THE MANAGEMENTS’ REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011   Management   For   Against   For
  1.2    PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET FOR VALE, PURSUANT TO ARTICLE 196 OF THE BRAZILIAN CORPORATE LAW   Management   For   Against   For
  1.3    APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL   Management   For   Against   For
  1.4    ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS, AND THE RATIFICATION OF THE REMUNERATION PAID IN FISCAL YEAR OF 2011   Management   For   Against   Against
     Comments-Glass Lewis likes the structure of the renumeration vote, and is voting against solely due to some missing disclosures. Harding Loevner thinks it’s more important to support the shareholder-value creation based bonuses for this company than to signal our desire for more disclosure.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   858,200     13-Apr-2012   13-Apr-2012
    PT UNITED TRACTORS TBK
  Security   Y7146Y140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   20-Apr-2012
  ISIN   ID1000058407    Agenda   703671366 - Management
  Record Date   04-Apr-2012    Holding Recon Date   04-Apr-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   11-Apr-2012
  SEDOL(s)   6230845 - B021Y86 - B3BJJP4    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval on annual report and ratification on financial report for book year 2011   Management   For   For   For
  2    Determination on company’s profit for book year 2011   Management   For   For   For
  3    Determination on salary, allowances, and honorarium for the company’s board   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  4    Appointment of public accountant for book year 2012   Management   For   For   For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   4,593,000     11-Apr-2012   11-Apr-2012
    BANCO SANTANDER CHILE
  Security   05965X109    Meeting Type   Annual
  Ticker Symbol   BSAC    Meeting Date   24-Apr-2012
  ISIN   US05965X1090    Agenda   933605113 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country                        / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO THE FINANCIAL YEAR ENDING DECEMBER 31ST OF 2011.   Management   For   For   For
  2.    APPROVE THE PAYMENT OF A DIVIDEND OF CH$1.38527763 PER SHARE OR 60% OF 2011 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS AS A DIVIDEND, WHICH WILL PAID IN CHILE BEGINNING ON APRIL 25, 2012. THE REMAINING 40% OF 2011 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS WILL BE RETAINED AS RESERVES.   Management   For   For   For
  3.    APPROVAL OF EXTERNAL AUDITORS. THE BOARD IS PROPOSING THE RE- ASSIGNMENT OF DELOITTE AUDITORES Y CONSULTORES LIMITADA, THE BANK’S CURRENT AUDITORS.   Management   For   For   For
  4.    THE BOARD IS PROPOSING TO MAINTAIN THE CURRENT LOCAL RATING AGENCIES: FELLER RATE AND FITCH RATING CHILE.   Management   For   For   For
  5.    APPROVE THE BOARD OF DIRECTORS’ 2011 REMUNERATION. THE PROPOSAL IS NO CHANGE IN REAL TERMS TO THE AMOUNT APPROVED IN 2011. FOR DETAILS REGARDING REMUNERATION OF THE BOARD OF DIRECTORS SEE NOTE 37D OF OUR 2011 AUDITED FINANCIAL STATEMENTS.   Management   For   For   For
  6.    APPROVAL OF THE AUDIT COMMITTEE’S 2012 BUDGET AND REMUNERATION FOR ITS MEMBERS.   Management   For   For   Abstain


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   240,878     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612497 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country                        / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against   Against
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   1,544,594     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612512 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country                        / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against   Against
     Comments-Not enough independent directors on board.
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021   HLF - EM   1000-3   NORTHERN TRUST COMPANY   1,544,594     20-Apr-2012  

20-Apr-2012

    RICHTER GEDEON PLC
  Security   X3124R133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Apr-2012
  ISIN   HU0000067624    Agenda   703713568 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   BUDAPEST / Hungary    Vote Deadline Date   10-Apr-2012
  SEDOL(s)   4042387 - 5076954 - B01YTN6 - B1BDH36 - B28LKX1 - B3QQGK4    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 970321 DUE TO CHANGE IN TE-XT OF AGENDA AND VOTING STATUS OF THE RESOLUTION. ALL VOTES RECEIVED ON THE PR-EVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEE-TING NOTICE. THANK YOU.   Non-Voting       None
  1    The approval of the use of a computerised voting machine for the official coun-ting of the votes during the AGM   Non-Voting       None


  2    To approve that a sound recording shall be made of the proceedings of the AGM-in order to assist in the preparation of the minutes of the AGM. The sound rec-ording shall not be used for the purpose of the preparation of a verbatim vers-ion of the minutes   Non-Voting       None
  3    To appoint. Andras Szecskay to chair the Annual General Meeting, Mrs. Jozsefne-Figuly to be the keeper of the minutes, Mr. Andras Rado, an individual shareh-older, to confirm the minutes of the meeting, and Mr. Robert Rohaly, to be the- chairman of the vote counting committee   Non-Voting       None
  4    The AGM-taking into account and accepting the report submitted by PricewaterhouseCoopers Auditing Ltd., in its capacity as statutory auditor of the company, and the report submitted by the supervisory board-including the report of the audit board as well-would like to approve the report of the Board of Directors of the company regarding the operation and business activities of the company in the 2011 business year   Management   No Action     For
  5    The AGMS approval of the payment of HUF 12,211,485,660.00 as dividend relating to the common shares   Management   No Action     For
  6    The approval of the deposit of the remaining amount of after-tax profit into the accumulated profit reserves of the company   Management   No Action     For
  7    The approval of the 2011 annual report of the company prepared and audited in accordance with Hungarian accounting principles by PricewaterhouseCoopers Auditing Ltd   Management   No Action     For
  8    The AGMS approval of the consolidated report of the board of directors regarding the operation and business activities of the Richter Group in the 2011 business year prepared in accordance with international accounting standards   Management   No Action     For
  9    The AGMS approval of the corporate governance report of the company as proposed by the board of directors of the company   Management   No Action     For
  10    The approval of the amendment of the statutes concerning persons that may be commissioned to administer the share register according to annex 1 section 1 of the minutes of the AGM, as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  11    The approval of the amendment refining the Hungarian text of the statutes concerning certain matters in competence of the AGM and the majority of votes required for decision on such matters according to annex 1 section 2 of the minutes of the AGM, as well as the consolidated version of the Company’s statutes including such modification   Management   No Action     For
  12    The approval of the amendment of the statutes concerning the reference to the closing of the share register according to annex 1 section 3 of the minutes of the AGM as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  13    The approval of the amendment of the statutes concerning the members and competence of the audit board according to annex 1 section 4 of the minutes of the AGM, as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  14    The approval of the authorization of the board of directors of the company to purchase its own common shares   Management   No Action     For
  15    The approval of re-election of Dr. Attila Chikan as member of the supervisory board for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  16    The approval of the election of Dr. Jonathan Robert Bedros as member of the supervisory board for a period of 3 year expiring on the AGM in 2015   Management   No Action     Abstain
  17    The approval of the election of Mrs. Tamasne Mehesz as member of the supervisory board for a period of 3 year expiring on the AGM in 2015   Management   No Action     Abstain
  18    The approval of the re-election of Mr. Gabor Toth as member of the supervisory board appointed by the company’s employees for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  19    The approval of the re-election of Mr. Jeno Fodor as member of the supervisory board appointed by the company’s employees for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  20    The approval of the election of supervisory board member Dr. Attila Chikan, Dr. Jonathan Robert Bedros and Mrs. Tamasne Mehesz as members of the audit board for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  21    The approval of the honoraria for the members of the company’s board of directors for 2012 effective as of January 1, 2012 according to the following: president of the board of directors HUF 625.000/month members of the board of directors HUF 520.000/month/member   Management   No Action     For


  22   

PLEASE NOTE THAT THIS RESOLUTION IS A

SHAREHOLDER PROPOSAL: The approval of

the shareholder motion of Pioneer Befektetesi

Alapkezelo Zrt. according to which the president

and members of the board of directors shall

receive the following reward for their annual

activities: president of the board of directors HUF

600.000, members of the board of directors HUF

500,000 / member

  Shareholder   No Action   Against
  23   

The approval of the honoraria for the company’s

supervisory board in regard to the 2012 business

year as of January 1, 2012 as follows: chairman

of the supervisory board HUF 460.000/month

members of the supervisory board HUF

375.000/month/member

  Management   No Action   For
  24   

The approval of the election of

PricewaterhouseCoopers auditing ltd as the

company’s statutory auditor for a period of one

year expiring on April 30, 2013

  Management   No Action   For
  25   

The approval of the honoraria amounting to HUF

19 million + vat for PricewaterhouseCoopers

auditing Ltd for its performance as auditor of the

company in 2012

  Management   No Action   For
  CMMT   

PLEASE NOTE IN THE EVENT THE MEETING

DOES NOT REACH QUORUM, THERE WILL

BE A SE-COND CALL ON 07 MAY 2012.

CONSEQUENTLY, YOUR VOTING

INSTRUCTIONS WILL REMAIN V-ALID FOR

ALL CALLS UNLESS THE AGENDA IS

AMENDED. THANK YOU.

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF COMMENT. IF YOU

HAVE AL-READY SENT IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU DECI-DE TO AMEND

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  52,300     11-Apr-2012   16-Apr-2012
    GRUPO AEROPORTUARIO DEL SURESTE SA DE CV
  Security   40051E202    Meeting Type   Annual
  Ticker Symbol   ASR    Meeting Date   26-Apr-2012
  ISIN   US40051E2028    Agenda   933599118 - Management
  Record Date   26-Mar-2012    Holding Recon Date   26-Mar-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1A.   

REPORT OF THE CHIEF EXECUTIVE

OFFICER, IN ACCORDANCE WITH ARTICLE

172 OF THE GENERAL CORPORATIONS LAW

AND OF ARTICLE 44, SUBSECTION XI, OF

THE SECURITIES MARKET LAW (“LEY DEL

MERCADO DE VALORES”), ACCOMPANIED

BY THE INDEPENDENT AUDITOR’S REPORT,

IN CONNECTION WITH THE OPERATIONS

AND RESULTS FOR THE FISCAL YEAR

ENDED THE DECEMBER 31, 2011, AS WELL

AS OF THE BOARD OF DIRECTORS’ OPINION

OF THE CONTENT OF SUCH REPORT.

  Management   For   For
  1B.   

REPORT OF THE BOARD OF DIRECTORS IN

ACCORDANCE WITH ARTICLE 172,

SUBSECTION B, OF THE GENERAL

CORPORATIONS LAW, WHICH CONTAINS

THE MAIN POLICIES, AS WELL AS THE

ACCOUNTING AND REPORTING CRITERIA

FOLLOWED IN THE PREPARATION OF THE

FINANCIAL INFORMATION OF THE

COMPANY.

  Management   For   For
  1C.   

REPORT OF THE ACTIVITIES AND

OPERATIONS IN WHICH THE BOARD OF

DIRECTORS INTERVENED, IN ACCORDANCE

WITH ARTICLE 28 IV (E) OF THE SECURITIES

MARKET LAW.

  Management   For   For
  1D.   

INDIVIDUAL AND CONSOLIDATED FINANCIAL

STATEMENTS OF THE COMPANY FOR THE

FISCAL YEAR ENDED DECEMBER 31, 2011.

  Management   For   For
  1E.   

ANNUAL REPORT ON THE ACTIVITIES

CARRIED OUT BY THE AUDIT COMMITTEE

OF THE COMPANY IN ACCORDANCE WITH

ARTICLE 43 OF THE SECURITIES MARKET

LAW AND REPORT ON THE COMPANY’S

SUBSIDIARIES.

  Management   For   For
  1F.   

REPORT ON COMPLIANCE WITH THE TAX

OBLIGATIONS OF THE COMPANY FOR THE

FISCAL YEAR ENDED DECEMBER 31, 2010, IN

ACCORDANCE WITH ARTICLE 86, SECTION

XX OF THE INCOME TAX LAW (“LEY DEL

IMPUESTO SOBRE LA RENTA”).

  Management   For   For
  2A.   

APPROVAL OF THE APPLICATION OF THE

COMPANY’S RESULTS FOR THE YEAR:

PROPOSAL TO INCREASE THE LEGAL

RESERVE BY PS. 79,617,787.

  Management   For   For


  2B.   

APPROVAL OF THE APPLICATION OF THE

COMPANY’S RESULTS FOR THE YEAR:

PROPOSAL AND, IF APPLICABLE, APPROVAL

OF THE AMOUNT OF PS. 432,737,945 AS THE

MAXIMUM AMOUNT THAT MAY BE USED BY

THE COMPANY TO REPURCHASE ITS

SHARES IN 2012 PURSUANT TO ARTICLE 56

OF THE SECURITIES MARKET LAW;

PROPOSAL AND, IF APPLICABLE, APPROVAL

OF THE PROVISIONS AND POLICIES

REGARDING THE REPURCHASE OF

COMPANY SHARES.

  Management   For   For
  2C.   

APPROVAL OF THE APPLICATION OF THE

COMPANY’S RESULTS FOR THE YEAR:

PROPOSAL BY THE BOARD OF DIRECTORS

TO PAY AN ORDINARY NET DIVIDEND IN

CASH FROM ACCUMULATED RETAINED

EARNINGS IN THE AMOUNT OF PS. 3.60

(THREE PESOS AND SIXTY CENTS, MEXICAN

LEGAL TENDER) FOR EACH OF THE

ORDINARY “B” AND “BB” SERIES SHARES.

  Management   For   For
  3A.   

ELECTION TO BOARD OF DIRECTORS:

FERNANDO CHICO PARDO (PRESIDENT)

(ALTERNATE: FEDERICO CHAVEZ PEON

MIJARES), JOSE ANTONIO PEREZ ANTON

(ALTERNATE: LUIS FERNANDO LOZANO

BONFIL), LUIS CHICO PARDO, AURELIO

PEREZ ALONSO, RASMUS CHRISTIANSEN,

FRANCISCO GARZA ZAMBRANO, RICARDO

GUAJARDO TOUCHE, GUILLERMO ORTIZ

MARTINEZ, ROBERTO SERVITJE SENDRA

  Management   Against   Against
     Comments-Slate Election; Related Party Transactions; No Corporate Governance Committee; Lack of Committee Independence
  3B.   

ELECT THE CHAIRPERSON OF THE AUDIT

COMMITTEE: RICARDO GUAJARDO TOUCHE

  Management   For   For
  3C.   

NOMINATIONS AND COMPENSATIONS

COMMITTEE: FERNANDO CHICO PARDO

(PRESIDENT), JOSE ANTONIO PEREZ

ANTON, ROBERTO SERVITJE SENDRA;

ACQUISITIONS AND CONTRACTS

COMMITTEE: FERNANDO CHICO PARDO

(PRESIDENT), AURELIO PEREZ ALONSO,

RASMUS CHRISTIANSEN; OPERATIONS

COMMITTEE: FERNANDO CHICO PARDO

(PRESIDENT), JOSE ANTONIO PEREZ

ANTON, RASMUS CHRISTIANSEN, RICARDO

GUAJARDO TOUCHE; AUDIT COMMITTEE:

RICARDO GUAJARDO TOUCHE (PRESIDENT),

FRANCISCO GARZA ZAMBRANO,

GUILLERMO ORTIZ MARTINEZ

  Management   Against   Against
     Comments-Insufficiently independent committees
  3D.   

BOARD OF DIRECTORS: PS. 50,000.00* ;

OPERATIONS COMMITTEE: PS. 50,000* ;

NOMINATIONS & COMPENSATIONS

COMMITTEE: PS. 50,000.00* ; AUDIT

COMMITTEE: PS. 70,000.00* ; ACQUISITIONS

& CONTRACTS COMMITTEE: PS. 15,000.00*

*(IN EACH CASE NET OF TAXES IN MEXICAN

LEGAL TENDER)

  Management   For   For
  4.   

APPOINTMENT OF DELEGATES IN ORDER

TO ENACT THE RESOLUTIONS ADOPTED AT

THE MEETING AND, IF APPLICABLE, TO

FORMALIZE SUCH RESOLUTIONS. CLAUDIO

R. GONGORA MORALES, RAFAEL ROBLES

MIAJA, ANA MARIA POBLANNO CHANONA

  Management   For   For
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  171,398     23-Apr-2012   23-Apr-2012
    SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
  Security   833635105   Meeting Type   Annual
  Ticker Symbol   SQM   Meeting Date   26-Apr-2012
  ISIN   US8336351056   Agenda   933605163 - Management
  Record Date   03-Apr-2012   Holding Recon Date   03-Apr-2012
  City / Country                       / United States   Vote Deadline Date   20-Apr-2012
  SEDOL(s)     Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.   

SQM’S BALANCE SHEET, FINANCIAL

STATEMENTS, ANNUAL REPORT,

INSPECTORS OF ACCOUNT REPORT, AND

EXTERNAL AUDITORS REPORT FOR THE

BUSINESS YEAR WHICH ENDED ON

DECEMBER 31, 2011.

  Management   For     For
  2.   

APPOINTMENT OF THE EXTERNAL AUDIT

COMPANY -EXTERNAL AUDITORS- AND OF

THE INSPECTOR OF ACCOUNTS FOR THE

EXERCISE OF THE BUSINESS YEAR 2012.

  Management   For     For
  3.   

OPERATIONS REFERRED TO UNDER TITLE

XVI OF THE LAW NO 18,046.

  Management   For     For
  4.    INVESTMENT AND FINANCE POLICIES.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company
  5.   

NET INCOME FOR THE BUSINESS YEAR

2011, DEFINITIVE DIVIDEND DISTRIBUTION,

AND FUTURE DIVIDEND POLICY.

  Management   For     For


  6.   

BOARD OF DIRECTORS EXPENDITURES

DURING 2011.

  Management   For   For
  7.    BOARD MEMBER COMPENSATION.   Management   Abstain   Abstain
     Comments-Insufficient information provided by the Company
  8.   

ISSUES RELATED TO THE DIRECTORS AND

AUDIT COMMITTEES.

  Management   For   For
  9.   

OTHER CORRESPONDING MATTERS IN

CONFORMANCE WITH THE PERTINENT

PROVISIONS.

  Management   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  402,300     20-Apr-2012   20-Apr-2012
    ASM PACIFIC TECHNOLOGY LTD
  Security   G0535Q133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   KYG0535Q1331    Agenda   703675718 - Management
  Record Date   24-Apr-2012    Holding Recon Date   24-Apr-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   5855733 - 6002453 - B02V6Z7    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR ALL RESOLUTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0323/LTN20120323509.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive, consider and adopt the Audited

Consolidated Financial Statements of the

Company and the Reports of the Directors and of

the Independent Auditor for the year ended 31

December 2011

  Management   For   For   For
  2   

To declare a final dividend of HKD 0.80 per share

for the year ended 31 December 2011

  Management   For   For   For
  3   

To authorize the board of Directors to fix the

Directors’ remuneration

  Management   For   For   For
  4   

To re-appoint Deloitte Touche Tohmatsu as the

auditors and to authorize the board of Directors

to fix their remuneration

  Management   For   For   For
  5   

To give a general mandate to the Directors to

repurchase shares of the Company

  Management   For   For   For
  6   

To amend the articles 1, 7, 60, 61, 62, 65, 96,

113, 114, 116, 117, 118 and by deleting the

existing Article 110.2.4 in its entirety and

renumbering each of the existing Articles 110.2.5

to 110.2.7 as Articles 110.2.4 to 110.2.6

respectively of the articles of association of the

Company

  Management   For   For   For
  7   

To adopt the amended and restated articles of

association of the Company

  Management   For   For   For
  8   

To fix the current term of appointment for all

existing Directors

  Management   For   For   For
  9    To re-elect Mr. Lok Kam Chong, John as Director   Management   For   For   For
  10    To re-elect Mr. Lo Tsan Yin, Peter as Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  11   

To re-elect Mr. Lee Shiu Hung, Robert as

Director

  Management   For   For   For
  12   

To re-elect Miss Orasa Livasiri as Independent

Non-Executive Director who has been serving the

Company for more than nine years as an

independent non-executive director

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,241,100     16-Apr-2012   17-Apr-2012
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   MXP370711014    Agenda   703725929 - Management
  Record Date   16-Apr-2012    Holding Recon Date   16-Apr-2012
  City / Country   MONTERREY/ Mexico    Vote Deadline Date   19-Apr-2012
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 969636 DUE TO

SPLITTING OF-RESOLUTIONS 4 AND 6. ALL

VOTES RECEIVED ON THE PREVIOUS

MEETING WILL BE DISRE-GARDED AND YOU

WILL NEED TO REINSTRUCT ON THIS

MEETING NOTICE. THANK YOU.

  Non-Voting       None
  1   

Approval of the reports referred in section IV,

Article 28 of the Securities Market Law,

corresponding to the year ended December 31st,

2011

  Management   For   For   For


  2    Distribution of profits   Management   For   For   For
  3   

Approval of a proposed cash dividend payment,

equivalent to Ps USD 0.18 per share

  Management   For   For   For
  4.a.1   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Roberto Gonzalez Barrera,

Chairman Emeritus, Patrimonial

  Management   For   For   For
  4.a.2   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Guillermo Ortiz Martinez,

Chairman, Related

  Management   For   For   For
  4.a.3   

Appointment of the member of the Company’s

Board of Directors and qualify her independence:

Proprietary Member: Bertha Gonzalez Moreno,

Patrimonial

  Management   For   For   For
  4.a.4   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: David Villarreal

Montemayor, Patrimonial

  Management   For   For   For
  4.a.5   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Manuel Saba Ades,

Patrimonial

  Management   For   For   For
  4.a.6   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Alfredo Elias Ayub,

Independent

  Management   For   For   For
  4.a.7   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Herminio Blanco Mendoza,

Independent

  Management   For   For   For
  4.a.8   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Everardo Elizondo

Almaguer, Independent

  Management   For   For   For
  4.a.9   

Appointment of the member of the Company’s

Board of Directors and qualify her independence:

Proprietary Member: Patricia Armendariz Guerra,

Independent

  Management   For   For   For
  4a.10   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Armando Garza Sada,

Independent

  Management   For   For   For
  4a.11   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Hector Reyes Retana,

Independent

  Management   For   For   For
  4a.12   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Juan Carlos Braniff Hierro,

Independent

  Management   For   For   For
  4a.13   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Eduardo Livas Cantu,

Independent

  Management   For   For   For
  4a.14   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Enrique Castillo Sanchez

Mejorada, Related

  Management   For   For   For
  4a.15   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Proprietary Member: Alejandro Valenzuela del

Rio, Related

  Management   For   For   For
  4a.16   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Jesus O. Garza Martinez,

Related

  Management   For   For   For
  4a.17   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Juan Antonio Gonzalez

Moreno, Patrimonial

  Management   For   For   For
  4a.18   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Jose G. Garza Montemayor,

Patrimonial

  Management   For   For   For
  4a.19   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Alberto Saba Ades,

Patrimonial

  Management   For   For   For
  4a.20   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Isaac Becker Kabacnik,

Independent

  Management   For   For   For
  4a.21   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Manuel Aznar Nicolin,

Independent

  Management   For   For   For
  4a.22   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Javier Martinez Abrego,

Independent

  Management   For   For   For
  4a.23   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Carlos Chavarria Garza,

Independent

  Management   For   For   For


  4a.24   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Ramon A. Leal Chapa,

Independent

  Management   For   For   For
  4a.25   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Julio Cesar Mendez Rubio,

Independent

  Management   For   For   For
  4a.26   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Guillermo Mascarenas Milmo,

Independent

  Management   For   For   For
  4a.27   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Alfredo Livas Cantu,

Independent

  Management   For   For   For
  4a.28   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Javier Molinar Horcasitas,

Related

  Management   For   For   For
  4a.29   

Appointment of the member of the Company’s

Board of Directors and qualify his independence:

Alternate Member: Jose Marcos Ramirez Miguel,

Related

  Management   For   For   For
  4.b   

It is proposed in accordance with Article Forty of

the Corporate By-Laws, that the Board Members

are exempt from the responsibility of providing a

bond or monetary guarantee for backing their

performance when carrying out their duties

  Management   For   For   For
  4.c   

It is proposed to appoint Hector Avila Flores as

Secretary to the Board of Directors, who will not

be part of the Board

  Management   For   For   For
  5   

Determine the compensation for the Members of

the Company’s Board of Directors

  Management   For   For   For
  6.1   

Designation of the Member of the Audit and

Corporate Practices’ Committee: Hector Reyes

Retana-Chairman

  Management   For   For   For
  6.2   

Designation of the Member of the Audit and

Corporate Practices’ Committee: Herminio

Blanco Mendoza

  Management   For   For   For
  6.3   

Designation of the Member of the Audit and

Corporate Practices’ Committee: Manuel Aznar

Nicolin

  Management   For   For   For
  6.4   

Designation of the Member of the Audit and

Corporate Practices’ Committee: Patricia

Armendariz Guerra

  Management   For   For   For
  7   

Board of Directors’ Report Regarding Shares

Repurchase Transactions carried out during 2011

and Determination of the maximum amount of

Financial Resources that will be applied for share

repurchases during 2012

  Management   For   For   For
  8    Approval to Certify the Company’s By-Laws   Management   For   For   For
  9   

Designation of delegate(s) to formalize and

execute the resolutions passed by the Assembly

  Management   For   For   For
  10   

Drafting, reading and approval of the Assembly’s

minutes

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  4,134,840     19-Apr-2012   19-Apr-2012
    PT ASTRA INTERNATIONAL TBK
  Security   Y7117N149    Meeting Type   MIX
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   ID1000057607    Agenda   703730300 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   JAKARTA/ Indonesia    Vote Deadline Date   18-Apr-2012
  SEDOL(s)   5818402 - 6291712 - B01DP91    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  A.1   

Approval to annual report including ratification on

commissioner’s report and company’s financial

statement report for book year 2011

  Management   For   For   For
  A.2   

Appropriation of company’s net profit for book

year 2011

  Management   For   For   For
  A3.a   

Appointment of the members of Board of

Commissioners

  Management   For   For   Abstain
  A3.b   

Determine salary/benefit of Board of Directors;

and honorarium of Board of Commissioners

  Management   For   For   Abstain
  A.4   

Appointment of public accountant for book year

2012

  Management   For   For   For
  E.1   

Approval to change in nominal value of shares

and amendment to article no.4 of company’s

article of association related to change of nominal

value of company’s shares

  Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  2,946,000     18-Apr-2012   19-Apr-2012
    COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV
  Security   20441W203    Meeting Type   Special
  Ticker Symbol   ABV    Meeting Date   27-Apr-2012
  ISIN   US20441W2035    Agenda   933605442 - Management
  Record Date   02-Apr-2012    Holding Recon Date   02-Apr-2012
  City / Country                       / United States    Vote Deadline Date   23-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O1   

ELECTION OF THE MEMBERS OF THE

COMPANY’S FISCAL COUNCIL AND THEIR

RESPECTIVE ALTERNATES.

  Management   Abstain   Against   Abstain
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  1,048,000     20-Apr-2012   20-Apr-2012
    TENARIS, S.A.
  Security   88031M109    Meeting Type   Annual
  Ticker Symbol   TS    Meeting Date   02-May-2012
  ISIN   US88031M1099    Agenda   933608436 - Management
  Record Date   29-Mar-2012    Holding Recon Date   29-Mar-2012
  City / Country                       / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  A1   

CONSIDERATION OF THE CONSOLIDATED

MANAGEMENT REPORT AND RELATED

MANAGEMENT CERTIFICATIONS ON THE

COMPANY’S CONSOLIDATED FINANCIAL

STATEMENTS AS OF AND FOR THE YEAR

ENDED DECEMBER 31, 2011, AND ON THE

ANNUAL ACCOUNTS AS AT DECEMBER 31,

2011, AND OF THE INDEPENDENT AUDITORS’

REPORTS ON SUCH CONSOLIDATED

FINANCIAL STATEMENTS AND ANNUAL

ACCOUNTS.

  Management   For   For   For
  A2   

APPROVAL OF THE COMPANY’S

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED

DECEMBER 31, 2011.

  Management   For   For   For
  A3   

APPROVAL OF THE COMPANY’S ANNUAL

ACCOUNTS AS AT DECEMBER 31, 2011.

  Management   For   For   For
  A4   

ALLOCATION OF RESULTS AND APPROVAL

OF DIVIDEND PAYMENT FOR THE YEAR

ENDED DECEMBER 31, 2011.

  Management   For   For   For
  A5   

DISCHARGE OF THE MEMBERS OF THE

BOARD OF DIRECTORS FOR THE EXERCISE

OF THEIR MANDATE DURING THE YEAR

ENDED DECEMBER 31, 2011.

  Management   For   For   For
  A6   

ELECTION OF MEMBERS OF THE BOARD OF

DIRECTORS.

  Management   For   For   For
  A7   

COMPENSATION OF MEMBERS OF THE

BOARD OF DIRECTORS.

  Management   For   For   For
  A8   

APPOINTMENT OF THE INDEPENDENT

AUDITORS FOR THE FISCAL YEAR ENDING

DECEMBER 31, 2012, AND APPROVAL OF

THEIR FEES.

  Management   For   For   For
  A9   

AUTHORIZATION TO THE BOARD OF

DIRECTORS TO CAUSE THE DISTRIBUTION

OF ALL SHAREHOLDER COMMUNICATIONS,

INCLUDING ITS SHAREHOLDER MEETING

AND PROXY MATERIALS AND ANNUAL

REPORTS TO SHAREHOLDERS, BY SUCH

ELECTRONIC MEANS AS IS PERMITTED BY

ANY APPLICABLE LAWS OR REGULATIONS.

  Management   For   For   For
  E1   

DECISION ON THE RENEWAL OF THE

AUTHORIZED SHARE CAPITAL OF THE

COMPANY AND RELATED AUTHORIZATIONS

AND WAIVERS.

  Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E2   

THE AMENDMENT OF ARTICLE 10 “MINUTES

OF THE BOARD” OF THE COMPANY’S

ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E3   

THE AMENDMENT OF ARTICLE 11 “POWERS”

OF THE COMPANY’S ARTICLES OF

ASSOCIATION.

  Management   For   For   For
  E4   

THE AMENDMENT OF ARTICLE 13

“AUDITORS” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E5   

THE AMENDMENT OF ARTICLE 15 “DATE AND

PLACE” OF THE COMPANY’S ARTICLES OF

ASSOCIATION.

  Management   For   For   For
  E6   

THE AMENDMENT OF ARTICLE 16 “NOTICES

OF MEETING” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E7   

THE AMENDMENT OF ARTICLE 17

“ADMISSION” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E8   

THE AMENDMENT OF ARTICLE 19 “VOTE

AND MINUTES” OF THE COMPANY’S

ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E9   

THE AMENDMENT OF TITLE V “FINANCIAL

YEAR, DISTRIBUTION OF PROFITS” OF THE

COMPANY’S ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E10   

THE AMENDMENT OF ARTICLE 20

“FINANCIAL YEAR” TO REPLACE THE LAST

PARAGRAPH.

  Management   For   For   For
  E11   

THE AMENDMENT OF ARTICLE 21

“DISTRIBUTION OF PROFITS” OF THE

COMPANY’S ARTICLES OF ASSOCIATION.

  Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  242,000     24-Apr-2012   24-Apr-2012
    TENARIS, S.A.
  Security   88031M109    Meeting Type   Annual
  Ticker Symbol   TS    Meeting Date   02-May-2012
  ISIN   US88031M1099    Agenda   933616003 - Management
  Record Date   18-Apr-2012    Holding Recon Date   18-Apr-2012
  City / Country                       / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  A1   

CONSIDERATION OF THE CONSOLIDATED

MANAGEMENT REPORT AND RELATED

MANAGEMENT CERTIFICATIONS ON THE

COMPANY’S CONSOLIDATED FINANCIAL

STATEMENTS AS OF AND FOR THE YEAR

ENDED DECEMBER 31, 2011, AND ON THE

ANNUAL ACCOUNTS AS AT DECEMBER 31,

2011, AND OF THE INDEPENDENT AUDITORS’

REPORTS ON SUCH CONSOLIDATED

FINANCIAL STATEMENTS AND ANNUAL

ACCOUNTS.

  Management   For   For   For
  A2   

APPROVAL OF THE COMPANY’S

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED

DECEMBER 31, 2011.

  Management   For   For   For
  A3   

APPROVAL OF THE COMPANY’S ANNUAL

ACCOUNTS AS AT DECEMBER 31, 2011.

  Management   For   For   For
  A4   

ALLOCATION OF RESULTS AND APPROVAL

OF DIVIDEND PAYMENT FOR THE YEAR

ENDED DECEMBER 31, 2011.

  Management   For   For   For
  A5   

DISCHARGE OF THE MEMBERS OF THE

BOARD OF DIRECTORS FOR THE EXERCISE

OF THEIR MANDATE DURING THE YEAR

ENDED DECEMBER 31, 2011.

  Management   For   For   For
  A6   

ELECTION OF MEMBERS OF THE BOARD OF

DIRECTORS.

  Management   For   For   For
  A7   

COMPENSATION OF MEMBERS OF THE

BOARD OF DIRECTORS.

  Management   For   For   For
  A8   

APPOINTMENT OF THE INDEPENDENT

AUDITORS FOR THE FISCAL YEAR ENDING

DECEMBER 31, 2012, AND APPROVAL OF

THEIR FEES.

  Management   For   For   For
  A9   

AUTHORIZATION TO THE BOARD OF

DIRECTORS TO CAUSE THE DISTRIBUTION

OF ALL SHAREHOLDER COMMUNICATIONS,

INCLUDING ITS SHAREHOLDER MEETING

AND PROXY MATERIALS AND ANNUAL

REPORTS TO SHAREHOLDERS, BY SUCH

ELECTRONIC MEANS AS IS PERMITTED BY

ANY APPLICABLE LAWS OR REGULATIONS.

  Management   For   For   For
  E1   

DECISION ON THE RENEWAL OF THE

AUTHORIZED SHARE CAPITAL OF THE

COMPANY AND RELATED AUTHORIZATIONS

AND WAIVERS.

  Management   Against   Against   Against
  E2   

THE AMENDMENT OF ARTICLE 10 “MINUTES

OF THE BOARD” OF THE COMPANY’S

ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E3   

THE AMENDMENT OF ARTICLE 11 “POWERS”

OF THE COMPANY’S ARTICLES OF

ASSOCIATION.

  Management   For   For   For
  E4   

THE AMENDMENT OF ARTICLE 13

“AUDITORS” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E5   

THE AMENDMENT OF ARTICLE 15 “DATE AND

PLACE” OF THE COMPANY’S ARTICLES OF

ASSOCIATION.

  Management   For   For   For
  E6   

THE AMENDMENT OF ARTICLE 16 “NOTICES

OF MEETING” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E7   

THE AMENDMENT OF ARTICLE 17

“ADMISSION” OF THE COMPANY’S ARTICLES

OF ASSOCIATION.

  Management   For   For   For
  E8   

THE AMENDMENT OF ARTICLE 19 “VOTE

AND MINUTES” OF THE COMPANY’S

ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E9   

THE AMENDMENT OF TITLE V “FINANCIAL

YEAR, DISTRIBUTION OF PROFITS” OF THE

COMPANY’S ARTICLES OF ASSOCIATION.

  Management   For   For   For
  E10   

THE AMENDMENT OF ARTICLE 20

“FINANCIAL YEAR” TO REPLACE THE LAST

PARAGRAPH.

  Management   For   For   For
  E11   

THE AMENDMENT OF ARTICLE 21

“DISTRIBUTION OF PROFITS” OF THE

COMPANY’S ARTICLES OF ASSOCIATION.

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  242,000     24-Apr-2012   24-Apr-2012
    AIA GROUP LTD
  Security   Y002A1105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   08-May-2012
  ISIN   HK0000069689    Agenda   703675681 - Management
  Record Date   02-May-2012    Holding Recon Date   02-May-2012
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   26-Apr-2012
  SEDOL(s)   B4TX8S1 - B4Y5XL0 - B5WGY64    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0323/LTN20120323589.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE IN THE HONG KONG MARKET

THAT A VOTE OF “ABSTAIN” WILL BE

TREATED-THE SAME AS A “TAKE NO

ACTION” VOTE.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and consider the audited consolidated

financial statements of the Company, the Report

of the Directors and the Independent Auditor’s

Report for the year ended 30 November 2011

  Management   For   For   For
  2   

To declare a final dividend of 22 Hong Kong

cents per share for the year ended 30 November

2011

  Management   For   For   For
  3   

To re-elect Mr. Jack Chak-Kwong So as Non-

executive Director of the Company

  Management   For   For   For
  4   

To re-elect Sir Chung-Kong Chow as

Independent Non-executive Director of the

Company

  Management   For   For   For
  5   

To re-elect Mr. John Barrie Harrison as

Independent Non-executive Director of the

Company

  Management   For   For   For
  6   

To re-appoint PricewaterhouseCoopers as

auditor of the Company for the term from passing

of this resolution until the conclusion of the next

annual general meeting and to authorise the

board of directors of the Company to fix their

remuneration

  Management   For   For   For
  7.A   

To grant a general mandate to the Directors to

allot, issue, grant and deal with additional shares

of the Company, not exceeding ten per cent

(10%) of the issued share capital of the Company

at the date of this Resolution, and the discount

for any shares to be issued shall not exceed 15%

to the benchmarked price

  Management   For   For   For
  7.B   

To grant a general mandate to the Directors to

repurchase shares of the Company, not

exceeding ten per cent (10%) of the issued share

capital of the Company at the date of this

Resolution

  Management   For   For   For
  7.C   

Conditional on the passing of Resolutions 7(A)

and 7(B), to authorise the Directors to exercise

the powers to allot, issue, grant and deal with

additional shares of the Company under

Resolution 7(A), subject to a discount not

exceeding 15% to the benchmarked price in

respect of the aggregate nominal amount of the

shares repurchased by the Company

  Management   For   For   For
  7.D   

To grant a general mandate to the Directors to

allot, issue and deal with additional shares of the

Company under the restricted share unit scheme

adopted by the Company on 28 September 2010

  Management   For   For   For
  8   

To approve the amendments to the Articles of

Association of the Company

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  7,090,000     25-Apr-2012   26-Apr-2012
    TENCENT HOLDINGS LTD, GEORGE TOWN
  Security   G87572148    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   KYG875721485    Agenda   703693944 - Management
  Record Date   11-May-2012    Holding Recon Date   11-May-2012
  City / Country   HONG KONG/ Cayman Islands    Vote Deadline Date   04-May-2012
  SEDOL(s)   B01CT30 - B01HP37 - B04SG67    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’

FOR-ALL RESOLUTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0401/LTN20120401206.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and consider the audited Financial

Statements and the Reports of the Directors and

Auditor for the year ended 31 December 2011

  Management   For   For   For
  2    To declare a final dividend   Management   For   For   For
  3.i.a    To re-elect Mr Li Dong Sheng as director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  3.i.b    To re-elect Mr Iain Ferguson Bruce as director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  3.ii   

To authorise the Board of Directors to fix the

Directors’ remuneration

  Management   For   For   For


  4   

To re-appoint Auditor and to authorise the Board

of Directors to fix their remuneration

  Management   For   For   For
  5   

To grant a general mandate to the Directors to

issue new shares (Ordinary Resolution 5 as set

out in the notice of the AGM)

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  6   

To grant a general mandate to the Directors to

repurchase shares (Ordinary Resolution 6 as set

out in the notice of the AGM)

  Management   For   For   For
  7   

To extend the general mandate to issue new

shares by adding the number of shares

repurchased (Ordinary Resolution 7 as set out in

the notice of the AGM)

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  956,000     03-May-2012   04-May-2012
    CHINA MOBILE (HONG KONG) LIMITED
  Security   16941M109    Meeting Type   Annual
  Ticker Symbol   CHL    Meeting Date   16-May-2012
  ISIN   US16941M1099    Agenda   933607016 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country                       / United States    Vote Deadline Date   07-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.   

TO RECEIVE AND CONSIDER THE AUDITED

FINANCIAL STATEMENTS AND THE

REPORTS OF THE DIRECTORS AND

AUDITORS OF THE COMPANY AND ITS

SUBSIDIARIES FOR THE YEAR ENDED 31

DECEMBER 2011.

  Management   For   For   For
  2.   

TO DECLARE A FINAL DIVIDEND FOR THE

YEAR ENDED 31 DECEMBER 2011.

  Management   For   For   For
  3A.   

TO RE-ELECT MR. XI GUOHUA AS A

DIRECTOR.

  Management   For   For   For
  3B.   

TO RE-ELECT MR. SHA YUEJIA AS A

DIRECTOR.

  Management   Against   Against   Against
     Comments-Less than 75% Attendance; Board Does Not Meet Independence Requirements
  3C.    TO RE-ELECT MR. LIU AILI AS A DIRECTOR.   Management   For   For   For
  3D.   

TO RE-ELECT MR. FRANK WONG KWONG

SHING AS A DIRECTOR.

  Management   For   For   For
  3E.   

TO RE-ELECT DR. MOSES CHENG MO CHI AS

A DIRECTOR.

  Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  4.   

TO RE-APPOINT MESSRS. KPMG AS

AUDITORS AND TO AUTHORISE THE

DIRECTORS OF THE COMPANY TO FIX THEIR

REMUNERATION.

  Management   For   For   For
  5.   

GENERAL MANDATE TO DIRECTORS TO

REPURCHASE SHARES IN COMPANY NOT

EXCEEDING 10% OF AGGREGATE NOMINAL

AMT. OF ISSUED SHARE CAPITAL.

  Management   For   For   For
  6.   

TO GIVE A GENERAL MANDATE TO THE

DIRECTORS TO ISSUE, ALLOT AND DEAL

WITH ADDITIONAL SHARES IN THE

COMPANY NOT EXCEEDING 20% OF THE

AGGREGATE NOMINAL AMOUNT OF THE

EXISTING ISSUED SHARE CAPITAL.

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  7.   

TO EXTEND THE GENERAL MANDATE

GRANTED TO THE DIRECTORS TO ISSUE,

ALLOT AND DEAL WITH SHARES BY THE

NUMBER OF SHARES REPURCHASED.

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  485,300     07-May-2012   07-May-2012
    HIKMA PHARMACEUTICALS PLC, LONDON
  Security   G4576K104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   GB00B0LCW083    Agenda   703728874 - Management
  Record Date      Holding Recon Date   15-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   10-May-2012
  SEDOL(s)   B0LCW08 - B0PPDL1 - B0TM846 - B0YMV42    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the accounts for the financial year

ended 31 December 2011, together with the

reports of the directors and auditors thereon

  Management   For   For   For
  2   

To declare a final dividend on the ordinary shares

of 7.5 cents per ordinary share in respect of the

year ended 31 December 2011

  Management   For   For   For
  3   

To reappoint Deloitte LLP as auditors of the

Company

  Management   For   For   For
  4   

To authorise the Directors to set the

remuneration of the Auditors

  Management   For   For   For


  5   

To appoint Mr Robert Pickering as a director of

the Company

  Management   For   For   For
  6   

To re-appoint Mr Samih Darwazah as a director

of the Company

  Management   For   For   For
  7   

To re-appoint Mr Said Darwazah as a director of

the Company

  Management   For   For   For
  8   

To re-appoint Mr Mazen Darwazah as a director

of the Company

  Management   For   For   For
  9   

To re-appoint Mr Breffni Byrne as a director of

the Company

  Management   For   For   For
  10   

To re-appoint Sir David Rowe-Ham as a director

of the Company

  Management   For   For   For
  11   

To re-appoint Mr Michael Ashton as a director of

the Company

  Management   For   For   For
  12   

To re-appoint Mr Ali Al-Husry as a director of the

Company

  Management   For   For   For
  13   

To re-appoint Dr Ronald Goode as a director of

the Company

  Management   For   For   For
  14   

To approve the Remuneration Committee report

for the financial year ended on 31 December

2011

  Management   For   For   For
  15   

That the directors be authorised to allot relevant

securities (within the meaning of section

551(3)&(6) of the Companies Act 2006) up to an

aggregate nominal amount of GBP 13,120,440

  Management   For   For   For
  16   

That subject to the passing of resolution 15

above, the directors be empowered to allot equity

securities (as defined in section 560 of the

Companies Act 2006) for cash on a non pre-

emptive basis up to an aggregate nominal

amount of GBP 984,033

  Management   For   For   For
  17   

To make market purchases for shares, the

maximum number of ordinary shares which may

be purchased is GBP 1,968,066 representing

10% of the issued share capital of the company

  Management   For   For   For
  18   

That a general meeting of shareholders of the

company, other than an annual general meeting,

may be called on not less than 14 clear days

notice

  Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  19   

That the waiver by the Panel of Takeovers and

Mergers under Rule 9 of the Takeover Code

relating to the buy back of shares be approved

  Management   For   For   For
  20   

That the waiver by the Panel of Takeovers and

Mergers under Rule 9 of the Takeover Code

relating to the granting of LTIPs and MIPs to the

Concert Party be approved

  Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,894,353     10-May-2012   10-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   US68554N1063    Agenda   703805171 - Management
  Record Date   01-May-2012    Holding Recon Date   01-May-2012
  City / Country   CAIRO/ Egypt    Vote Deadline Date   03-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 984842 DUE TO

SEPARATION O-F MIX MEETING INTO 2

MEETINGS. ALL VOTES RECEIVED ON THE

PREVIOUS MEETING WILL-BE DISREGARDED

AND YOU WILL NEED TO REINSTRUCT ON

THIS MEETING NOTICE. THANK-YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To approve the Board of Directors’ report on the

activities and on the standalone unconsolidated

financial statements of the Parent Company

(Orascom Construction Industries S.A.E.) for the

fiscal year ended 31 December 2011

  Management   For   For   For
  2   

To approve the Auditor’s report on the standalone

unconsolidated financial statements of the Parent

Company for the fiscal year ended 31 December

2011: KPMG Hazem Hassan will present the

auditor’s report

  Management   For   For   For
  3   

To approve the standalone financial statements

of the Parent Company for the fiscal year ended

31 December 2011

  Management   For   For   For
  4   

To authorize the Board of Directors to distribute

up to EGP 3 billion of retained earnings as at 31

December 2011 through interim and year-end

distributions at its discretion

  Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  5   

To approve the release of the members of the

Board of Directors from associated responsibility

during the fiscal year ended 31 December 2011

  Management   For   For   For
  6   

To approve the remuneration for the Board of

Directors of the Company during the fiscal year

ending 31 December 2011

  Management   For   For   For
  7   

To approve the re-appointment of the Company’s

auditor and determine fees for the fiscal year

ending 31 December 2011

  Management   For   For   For
  8   

To approve charitable donations made by the

Company during the fiscal year ended 31

December 2011 and to authorize the Board of

Directors to make charitable donations during the

fiscal year ending 31 December 2012 in excess

of EGP 1,000 and to approve a ceiling for such

donations of EGP 12 million

  Management   For   For   For


 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  316,200     09-May-2012   10-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO    
  Security    68554N106   Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN    US68554N1063   Agenda   703805183 - Management
  Record Date    01-May-2012   Holding Recon Date   01-May-2012
  City / Country    CAIRO / Egypt   Vote Deadline Date   03-May-2012
  SEDOL(s)    3178380 - B063MZ1 - B09KVP2   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 984842 DUE TO

SEPARATION O-F MIX MEETING INTO TWO

MEETINGS. ALL VOTES RECEIVED ON THE

PREVIOUS MEETING WI-LL BE

DISREGARDED AND YOU WILL NEED TO

REINSTRUCT ON THIS MEETING NOTICE.

THAN-K YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

Approve the proposal submitted by the Board of

Directors of the Company concerning the

demerger of the Company into two separate

companies, as well as approve the ratification of

the rationale and the reasons for the demerger as

described below

  Management   For   For   For
  2   

Approve the Detailed Demerger Proposal

presented to the EGM, and authorize the Board

of Directors of the Company to assign all the

construction contracts to the Demerged

Company without prejudice to the rights of the

Lenders according to the procedures, legal rules

and the provisions of each contract separately;

and authorize the Board of Directors to appoint

one of its members as Board representative in

this process

  Management   For   For   For
  3   

Approve the implementation of the demerger

based on the book value of the Company and

according to the consolidated audited financial

statements as at 31 December 2011, keeping

into consideration the principal transactions

implemented since such time

  Management   For   For   For
  4   

Approve the draft Demerger Contract made

available for shareholders’ review on the

Company’s website and premises on 1 May 2012

  Management   For   For   For
  5   

Approve the continuation of listing the shares of

the Demerging Company on the Egyptian Stock

Exchange, on the London Stock Exchange in the

form of General Depository Receipts (GDRs),

and on the Nasdaq’s Over-the-Counter (OTC)

market in the United States in the form of Level 1

American Depository Receipts (ADRs)

  Management   For   For   For
  6   

Approve the simultaneous listing of the

Demerged Company on the Egyptian Stock

Exchange and on the London Stock Exchange in

the form of GDRs, and launch of Level 1 ADRs

traded on the Nasdaq’s OTC market in the United

States substantially on the same terms and

conditions to those of the Demerging Company,

according to the rules applied in each country

  Management   For   For   For
  7   

Approve the refinancing plan and procedures

carried out or proposed to be carried out with the

Company’s lenders

  Management   For   For   For
  8   

Authorize the Board of Directors of the Company

to carry out all necessary resolutions, acts and

procedures related to the Company’s employees

in the light of separating the fertilizers business

from the construction business

  Management   For   For   For
  9   

Approve the establishment of the incentive plan

for the employees, managers and executive

board members of the Demerged Company

under the name of “ESOP for the Demerged

Company” and with the same terms and

conditions of the ESOP of the Demerging

Company

  Management   For   For   For
  10   

Approve concluding the transitional services

contract between the Demerging Company and

the Demerged Company

  Management   For   For   For
  11   

Authorize the Board of Directors to carry out all

necessary acts and decisions related to

demerger, its implementation, the refinancing

plan, the issuance of performance guarantees to

the affiliated companies of the Company to

guarantee the performance of its obligations

before the lenders

  Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  316,200     09-May-2012   10-May-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   Special General Meeting
  Ticker Symbol      Meeting Date   18-May-2012
  ISIN   BRRDCDACNOR3    Agenda   703803622 - Management
  Record Date      Holding Recon Date   16-May-2012
  City / Country   BARUERI/ Brazil    Vote Deadline Date   10-May-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE-

NOT ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN-ARE ALLOWED. THANK YOU

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To vote regarding conducting a new valuation of

the company within the framework of the public

tender offer for the acquisition of shares, from

here onwards the tender offer, for the purpose of

delisting it as a publicly traded company

conducted by Itau Unibanco Holding S.A., as

provided for in Article 24 of CVM instruction

number 361 of march 5, 2002, from here

onwards CVM instruction number 361.02, and

Article 4A of law 6404 of December 15, 1976,

from here onwards law number 6404.76

  Management   For   For   For
  2   

To vote, if deemed appropriate, regarding the

hiring of the valuation institution, qualified in

accordance with the terms of CVM instruction

number 361.02, to prepare the report that is

referred to in the item above, with it being stated

that Banco De Investimentos Credit Suisse,

Brasil, S.A. has been recommended by a

shareholder representing more than 10 percent

of the shares of the company in free float, at the

time of the request for a new valuation of the

company

  Management   For   For   For
  3   

To vote regarding the amount of the

compensation for the valuation institution, if

deemed appropriate

  Management   For   For   For
  4   

To vote regarding the deadline for the valuation

institution that presents the new valuation report,

if deemed appropriate, observing that which is

provided for in Article 24, paragraph 3, of CVM

instruction number 361.02

  Management   For   For   For


  CMMT   

PLEASE NOTE THAT REQUIREMENTS AND

PROCEDURES FOR THE CHOICE OF THE

VALUATOR, S-INCE THE NATURE OF

CONDUCTING A NEW VALUATION INVOLVES

THE COMPANY HIRING A TH-IRD PARTY, ANY

AND ALL SHAREHOLDERS INTERESTED IN

RECOMMENDING A VALUATOR, FRO-M HERE

ONWARDS AN INTERESTED SHAREHOLDER,

MUST PROVIDE, AT LEAST, THE FOLLOWIN-

G INFORMATION, IN KEEPING WITH THAT

WHICH IS PROVIDED FOR IN LAW NUMBER

6044.7-6, IN CVM INSTRUCTION NUMBER

361.02 AND IN APPENDIX 21 TO CVM

INSTRUCTION NUMB-ER 481 OF DECEMBER

17, 2009, FROM HERE ONWARDS CVM

INSTRUCTION NUMBER 481.09,-TO WIT I.

DESCRIBE THE QUALIFICATIONS OF THE

VALUATOR OR VALUATORS PRESENTED,-II.

PROVIDE A COPY OF THE WORK

PROPOSALS, INCLUDING COMPENSATION

AND THE DEADL-INE FOR THE VALUATION

INSTITUTION TO PRESENT THE NEW

VALUATION REPORT, WHICH C-ANNOT BE

GREATER THAN 30 DAYS FROM THE DATE

OF THE SPECIAL GENERAL MEETING, II-I.

STATE ANY MATERIAL RELATIONSHIP

EXISTING DURING THE LAST THREE YEARS

BETWEE-N THE VALUATOR OR VALUATORS

PRESENTED AND THE INTERESTED

SHAREHOLDER, PREFERAB-LY UP TO TWO

BUSINESS DAYS BEFORE THE DATE

PROVIDED FOR THE SPECIAL GENERAL ME-

ETING TO BE HELD, CARE OF THE LEGAL

DEPARTMENT OF THE COMPANY. THE

MANAGEMENT-OF REDECARD

RECOMMENDS THAT THE

REPRESENTATIVES OF THE VALUATOR OR

VALUATORS P-RESENTED BE PRESENT AT

THE SPECIAL GENERAL MEETING TO

PROVIDE ANY CLARIFICATIO-NS

REGARDING THE CONDUCT OF THE NEW

VALUATION, FOR THE PURPOSE OF

DETERMINING-THE NEW VALUATION

AMOUNT OF THE COMPANY, IF APPROVED.

THE HIRING OF THE VALUAT-ION

INSTITUTION TO PREPARE THE VALUATION

REPORT IS CONDITIONED ON ITS QUALIFIC-

ATION IN ACCORDANCE WITH THE TERMS

OF CVM INSTRUCTION NUMBER 361.02,

ESPECIALL-Y IN REGARD TO PARAGRAPH 1

OF ARTICLE 8. UNDER PARAGRAPH 3 OF

ARTICLE 4A OF LA-W NUMBER 6044.76, THE

SHAREHOLDERS WHO REQUEST THAT A

NEW VALUATION BE CONDUCT-ED AND

THOSE WHO VOTE IN FAVOR OF IT MUST

REIMBURSE THE COMPANY FOR THE

COSTS-INCURRED IN THE PREPARATION OF

THE NEW VALUATION REPORT IF THE NEW

VALUATION A-MOUNT IS LESS THAN OR

EQUAL TO THE INITIAL TENDER OFFER

AMOUNT. REDECARDS MANA-GEMENT

INFORMS THAT THE CONVENING OF THE

SPECIAL SHAREHOLDERS MEETING IS

BASED-ON THE ASSUMPTION OF THE

  Non-Voting       None
    

ADEQUACY OF THE FUNDAMENTAL OF THE

ELEMENTS OF THE C-ONVICTIONS THAT

DEMONSTRATE FLAWS OR IMPRECISION IN

THE METHODOLOGY OR VALUATI-ON

CRITERIA UTILIZED. SUCH JUSTIFICATION

MUST BE SUBMITTED IN PORTUGUESE BY

TH-E SHAREHOLDERS AND MAY BE MADE

AVAILABLE TO THE BRAZILIAN SECURITIES

COMMISSIO-N CVM FOR

ACKNOWLEDGEMENT AND DUE

CONSIDERATION IN THE REVIEW OF THE

TENDER OF-FER REGISTRATION PROCESS,

AND FURTHER FILED IN THE COMPANYS

HEADQUARTERS. N M-ROTHSCHILD AND

SONS BRAZIL LTDA. REPORTED THAT THEIR

REPRESENTATIVES WILL ATTE-ND THE

SPECIAL SHAREHOLDERS MEETING. THANK

YOU

       
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ADDITIONAL

COMMENT. IF Y-OU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM UNLES-S YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  1,248,000     17-May-2012   17-May-2012
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD    
  Security   Y76810103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   21-May-2012
  ISIN   CNE100000171    Agenda   703690049 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   SHANDONG PROVINCE/ China    Vote Deadline Date   09-May-2012
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR ALL RESOLUTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0329/LTN201203292389.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To consider and approve the audited

consolidated financial statements of the Group

(including the Company and its subsidiaries) for

the year ended 31 December 2011

  Management   For   For   For
  2   

To consider and approve the report of the board

of directors of the Company (the “Board”) for the

year ended 31 December 2011

  Management   For   For   For
  3   

To consider and approve the report of the

Supervisory Committee of the Company for the

year ended 31 December 2011

  Management   For   For   For


  4   

To declare a final dividend of RMB0.03 per share

of RMB0.1 each in the Company for the year

ended 31 December 2011

  Management   For   For   For
  5   

To consider and approve the proposal for the re-

appointment of Deloitte Touche Tohmatsu as the

auditor of the Company for the year ending 31

December 2012, and to authorise the Board to

determine his remuneration

  Management   For   For   For
  6   

To consider and authorise the Board to approve

the remuneration of the directors, supervisors

and senior management of the Company for the

year ending 31 December 2012

  Management   For   For   For
  7   

To consider and approve the appointment of Mr.

Christopher J. O’ Connell as non-executive

director of the Company

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  8   

To consider and approve the appointment of Mrs.

Wang Jin Xia as independent non-executive

director of the Company

  Management   For   For   For
  9   

To consider and approve the re-election of Mr. Lo

Wai Hung as independent non-executive director

of the Company

  Management   For   For   For
  10   

To consider and approve the establishment of

nomination committee (with the terms of

reference); and

  Management   For   For   For
  11   

To consider and approve the general mandate to

be granted to the Board to issue new shares

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  14,268,000     09-May-2012   09-May-2012
    HENGAN INTERNATIONAL GROUP CO LTD
  Security   G4402L151    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-May-2012
  ISIN   KYG4402L1510    Agenda   703737671 - Management
  Record Date   17-May-2012    Holding Recon Date   17-May-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   10-May-2012
  SEDOL(s)   5754045 - 6136233 - B02V840    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’

FOR-ALL RESOLUTIONS. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0418/LTN20120418307.pdf

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1   

To receive and consider the audited consolidated

accounts and the reports of the directors and

auditors for the year ended 31 December 2011

  Management   For   For   For
  2   

To declare a final dividend for the year ended 31

December 2011

  Management   For   For   For
  3   

To re-elect Mr. Sze Man Bok as an executive

director

  Management   For   For   For
  4   

To re-elect Mr. Hung Ching Shan as an executive

director

  Management   For   For   For
  5   

To re-elect Mr. Xu Da Zuo as an executive

director

  Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  6   

To re-elect Mr. Loo Hong Shing Vincent as an

executive director

  Management   For   For   For
  7   

To authorise the board of directors to fix the

remuneration of the directors

  Management   For   For   For
  8   

To re-appoint auditors and to authorise the board

of directors to fix their remuneration

  Management   For   For   For
  9   

To grant a general mandate to the board of

directors to allot and issue shares

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  10   

To grant a general mandate to the board of

directors to exercise all powers of the Company

to purchase its own securities

  Management   For   For   For
  11   

To extend the general mandate granted to the

board of directors pursuant to Resolution No. 9

above by an amount representing the aggregate

nominal amount of shares in the capital of the

Company purchased by the Company pursuant

to the general mandate granted pursuant to

Resolution No. 10 above

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  12   

To consider and approve the amendments to the

memorandum and articles of association of the

Company as set out in the notice of the meeting

  Management   For   For   For
  13   

To adopt the new memorandum and articles of

association of the Company as set out in the

notice of the meeting

  Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  3,030,000     09-May-2012   10-May-2012
    AXIATA GROUP BHD
  Security   Y0488A101   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   23-May-2012
  ISIN   MYL6888OO001   Agenda   703778021 - Management
  Record Date     Holding Recon Date   21-May-2012
  City / Country   KUALA LUMPUR / Malaysia   Vote Deadline Date   15-May-2012
  SEDOL(s)   B2QZGV5   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the Audited Financial Statements for

the financial year ended 31 December 2011

together with the Report of the Directors and the

Auditors thereon

  Management   For   For   For
  2   

To declare a final tax exempt dividend under

single tier system of 15 sen per ordinary share for

the financial year ended 31 December 2011

  Management   For   For   For
  3   

To re-elect Tan Sri Dato’ Azman Haji Mokhtar as

a Director who retires by rotation pursuant to

Article 93 of the Company’s Articles of

Association and who being eligible, offers himself

for re-election

  Management   For   For   For
  4   

To re-elect David Lau Nai Pek as a Director who

retires by rotation pursuant to Article 93 of the

Company’s Articles of Association and who being

eligible, offers himself for re-election

  Management   For   For   For
  5   

To re-elect Kenneth Shen who was appointed to

the Board during the year and retires pursuant to

Article 99 (ii) of the Company’s Articles of

Association and being eligible, offers himself for

re-election

  Management   Against   Against   Against
     Comments-Beneficial Owner on Audit Committee
  6   

To approve the Directors’ fees of

RM1,847,096.00 payable to the Directors for the

financial year ended 31 December 2011

  Management   Against   Against   Against
     Comments-Fees are excessive
  7   

To re-appoint Messrs PricewaterhouseCoopers

having consented to act as the Auditors of the

Company for the financial year ending 31

December 2012 and to authorise the Directors to

fix their remuneration

  Management   For   For   For
  8   

Proposed shareholders’ mandate for recurrent

related party transactions of a revenue or trading

nature

  Management   For   For   For
  S.1   

Proposed amendments to the articles of

association of Axiata (“proposed amendments”)

  Management   For   For   For
  S.2   

Proposed amendment to article 106(i) of the

articles of association of Axiata (“proposed

amendment to article 106(i)”)

  Management   Against   Against   Against
     Comments-Limites shareholder rights
  9   

Proposed determination of the amount of fees of

non-executive directors for the year ending 31

December 2012 and each subsequent year

  Management   Against   Against   Against
     Comments-Director compensation is excessive
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  8,986,000     15-May-2012   15-May-2012
    CNOOC LIMITED
  Security   126132109   Meeting Type    Annual
  Ticker Symbol   CEO   Meeting Date    25-May-2012
  ISIN   US1261321095   Agenda    933622727 - Management
  Record Date   24-Apr-2012   Holding Recon Date    24-Apr-2012
  City / Country                       / United States   Vote Deadline Date    18-May-2012
  SEDOL(s)     Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  A1.   

TO RECEIVE AND CONSIDER THE AUDITED

STATEMENT OF ACCOUNTS TOGETHER

WITH THE REPORT OF THE DIRECTORS AND

INDEPENDENT AUDITORS’ REPORT

THEREON FOR THE YEAR ENDED 31

DECEMBER 2011.

  Management   For   Against   For
  A2.   

TO DECLARE A FINAL DIVIDEND FOR THE

YEAR ENDED 31 DECEMBER 2011.

  Management   For   Against   For
  A3.   

TO RE-ELECT MR. WU GUANGQI AS AN

EXECUTIVE DIRECTOR OF THE COMPANY.

  Management   Against   Against   Against
     Comments-Less than 75% Attendance
  A4.   

TO RE-ELECT MR. WU ZHENFANG AS A NON-

EXECUTIVE DIRECTOR OF THE COMPANY.

  Management   For   Against   For
  A5.   

TO RE-ELECT MR. TSE HAU YIN, ALOYSIUS

AS AN INDEPENDENT NON-EXECUTIVE

DIRECTOR OF THE COMPANY.

  Management   For   Against   For
  A6.   

TO AUTHORISE THE BOARD OF DIRECTORS

TO FIX THE REMUNERATION OF EACH OF

THE DIRECTORS.

  Management   Against   Against   Against
     Comments-Fees are excessive
  A7.   

TO RE-APPOINT THE COMPANY’S

INDEPENDENT AUDITORS AND TO

AUTHORISE THE BOARD OF DIRECTORS TO

FIX THEIR REMUNERATION.

  Management   For   Against   For


  B1.  

TO GRANT A GENERAL MANDATE TO

DIRECTORS TO REPURCHASE SHARES IN

THE CAPITAL, ALL AS MORE FULLY

DESCRIBED IN PROXY STATEMENT.

   Management   For   Against   For
  B2.  

GRANT A GENERAL MANDATE TO

DIRECTORS TO ISSUE, ALLOT & DEAL WITH

ADDITIONAL SHARES IN CAPITAL OF

COMPANY NOT EXCEEDING 20% OF THE

SHARE CAPITAL IN ISSUE AS AT DATE OF

PASSING OF THIS RESOLUTION.

   Management   Against   Against   Against
    Comments-Size of issuance is excessive and/or lack of information regarding issue price discount      
  B3.  

TO EXTEND THE GENERAL MANDATE

GRANTED TO THE DIRECTORS TO ISSUE,

ALLOT AND DEAL WITH SHARES IN THE

CAPITAL OF THE COMPANY.

   Management   Against   Against   Against
    Comments-Lack of information regarding issue price discount
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

 

NORTHERN

TRUST

COMPANY

  135,000     17-May-2012   17-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   29-May-2012
  ISIN   SE0001174970   Agenda   703776510 - Management
  Record Date   15-May-2012   Holding Recon Date   15-May-2012
  City / Country   LUXEMBOURG/ Luxembourg   Vote Deadline Date   10-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT NOT ALL SUB

CUSTODIANS IN SWEDEN ACCEPT ABSTAIN

AS A VALID-VOTE OPTION. THANK YOU

  Non-Voting       None
  CMMT   

MARKET RULES REQUIRE DISCLOSURE OF

BENEFICIAL OWNER INFORMATION FOR ALL

VOTED-ACCOUNTS. IF AN ACCOUNT HAS

MULTIPLE BENEFICIAL OWNERS, YOU WILL

NEED TO-PROVIDE THE BREAKDOWN OF

EACH BENEFICIAL OWNER NAME, ADDRESS

AND SHARE-POSITION TO YOUR CLIENT

SERVICE REPRESENTATIVE. THIS

INFORMATION IS REQUIRED-IN ORDER FOR

YOUR VOTE TO BE LODGED

  Non-Voting       None
  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT SEB WILL NOT

ARRANGE WITH A REPRESENTATIVE FOR

THIS GMS-UNLESS SPECIFICALLY

INSTRUCTED AND AGREED UPON NO LATER

THAN ON THE SEB-DEADLINE. THE COST

INCURRED WILL BE FORWARDED TO THE

CLIENT. THANK YOU.

  Non-Voting       None
  1   

Election of Chairman of the AGM and to

empower the Chairman to appoint the other

members of the Bureau : Jean-Michel Schmit

  Management   No Action     For
  2   

Receipt of the reports of the Board of Directors’

Reports (Rapport de Gestion) and the Reports of

the external auditor on (i) the annual account of

Millicom for the financial year ended December

31, 2011 and (ii) the consolidated accounts for

the financial year ended December 31, 2011

  Management   No Action     For
  3   

Approval of the consolidated accounts and the

annual accounts for the year ended 31 December

2011

  Management   No Action     For
  4   

Allocation of the results of the year ended

December 31, 2011. On a parent company basis,

Millicom generated a profit of USD 77,381,085.

Of this amount, an aggregate amount of

approximately USD 243 million corresponding to

a gross dividend amount of USD 2.40 per share

is proposed to be distributed as dividend from the

remaining results of the year ended December

31, 2011 and the balance is proposed to be

carried forward to retained earnings

  Management   No Action     For
  5   

Discharge of all the current Directors of Millicom

for the performance of their mandate during the

financial year ended December 31, 2011

  Management   No Action     For
  6   

Setting the number of Directors at eight with no

Deputy Directors

  Management   No Action     For
  7   

Re-Election of Ms. Mia Brunell Livfors as Director

for a term ending on the day of the next AGM to

take place in 2013 (the “2013 AGM”)

  Management   No Action     Against
  8   

Re-Election of Ms. Donna Cordner as Director for

a term ending on the day of the 2013 AGM

  Management   No Action     For
  9   

Re-Election of Mr. Allen Sangines-Krause as

Director for a term ending on the day of the 2013

AGM

  Management   No Action     Against


  10   

Re-Election of Mr. Paul Donovan as Director for a

term ending on the day of the 2013 AGM

  Management   No Action     For
  11   

Re-Election of Mr. Hans-Holger Albrecht as

Director for a term ending on the day of the 2013

AGM

  Management   No Action     For
  12   

Re-Election of Mr. Omari Issa as Director for a

term ending on the day of the 2013 AGM

  Management   No Action     For
  13   

Re-Election of Mr. Kim Ignatius as Director for a

term ending on the day of the 2013 AGM

  Management   No Action     For
  14   

Election of Mr. Dionisio Romero Paoletti as a new

Director for a term ending on the day of the 2013

AGM

  Management   No Action     Against
  15   

Election of a Chairman of the Board of Directors :

Mr. Allen Sangines-Krause

  Management   No Action     Against
  16   

Approval of the Directors’ compensation,

amounting to SEK 6,743,000 for the period from

the AGM to the 2013 AGM

  Management   No Action     For
  17   

Election of Ernst &Young S.a r.l., Luxembourg as

the external auditor of Millicom for a term ending

on the day of the 2013 AGM

  Management   No Action     For
  18    Approval of the external auditor’s compensation   Management   No Action     For
  19   

Approval of a procedure on the appointment of

the Nomination Committee and determination of

the assignment of the Nomination Committee

  Management   No Action     For
  20   

(a) Authorisation of the Board of Directors, at any

time between May 29, 2012 and the day of the

2013 AGM, provided the required levels of

distributable reserves are met by Millicom at that

time, either directly or through a subsidiary or a

third party, to engage in a share repurchase plan

of Millicom’s shares to be carried out for all

purposes allowed or which would become

authorized by the laws and regulations in force,

and in particular the 1915 Law and in accordance

with the objectives, conditions, and restrictions as

  Management   No Action     For
    

provided by the European Commission

Regulation No. 2273/2003 of 22 December 2003

(the “Share Repurchase Plan”) by using its

available cash reserves in an amount not

exceeding the lower of (i) ten percent (10%) of

Millicom’s issued and outstanding share capital

as of the date of the AGM (i.e., CONTD

       
  CONT   

CONTD approximating a maximum of 10,200,000

shares corresponding to USD-15,300,000 in

nominal value) or (ii) the then available amount of

Millicom’s-distributable reserves on a parent

company basis, in the open market on OTC-US,

NASDAQ OMX Stockholm or any other

recognised alternative trading-platform, at an

acquisition price which may not be less than SEK

50 per share-nor exceed the higher of (x) the

published bid that is the highest current-

independent published bid on a given date or (y)

the last independent-transaction price quoted or

reported in the consolidated system on the same-

date, regardless of the market or exchange

involved, provided, however, that-when shares

are repurchased on the NASDAQ OMX

Stockholm, the price shall be-within the

registered interval for the share price prevailing at

any time-(the so CONTD

  Non-Voting       None
  CONT   

CONTD called spread), that is, the interval

between the highest buying rate-and the lowest

selling rate. (b) Approval of the Board of

Directors’ proposal-to give joint authority to

Millicom’s Chief Executive Officer and the-

Chairman of the Board of Directors to (i) decide,

within the limits of the-authorization set out in (a)

above, the timing and conditions of any Millicom-

Share Repurchase Plan according to market

conditions and (ii) give mandate on-behalf of

Millicom to one or more designated broker-

dealers to implement a-Share Repurchase Plan.

(c) Authorisation of Millicom, at the discretion of-

the Board of Directors, in the event the Share

Repurchase Plan is done-through a subsidiary or

a third party, to purchase the bought back

Millicom-shares from such subsidiary or third

party. (d) Authorisation of Millicom, at-CONTD

  Non-Voting       None
  CONT   

CONTD the discretion of the Board of Directors,

to pay for the bought back-Millicom shares using

either distributable reserves or funds from its

share-premium account. (e) Authorisation of

Millicom, at the discretion of the-Board of

Directors, to (i) transfer all or part of the

purchased Millicom-shares to employees of the

Millicom Group in connection with any existing or-

future Millicom long-term incentive plan, and/or

(ii) use the purchased-shares as consideration for

merger and acquisition purposes, including joint-

ventures and the buy-out of minority interests in

Millicom’s subsidiaries, as-the case may be, in

accordance with the limits set out in Articles 49-

2,-49-3, 49-4, 49-5 and 49-6 of the 1915 Law. (f)

To further grant all powers to-the Board of

Directors with the option of sub-delegation to

implement the-above CONTD

  Non-Voting       Against
  CONT   

CONTD authorization, conclude all agreements,

carry out all formalities and-make all declarations

with regard to all authorities and, generally, do

all-that is necessary for the execution of any

decisions made in connection with-this

authorization

  Non-Voting       None
  21   

Approval of the guidelines for remuneration to

senior management

  Management   No Action     None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  255,200     07-May-2012   07-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128   Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol     Meeting Date   29-May-2012
  ISIN   SE0001174970   Agenda   703782777 - Management
  Record Date   15-May-2012   Holding Recon Date   15-May-2012
  City / Country   LUXEMBOURG / Luxembourg   Vote Deadline Date   09-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12   Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT  

PLEASE NOTE THAT NOT ALL SUB

CUSTODIANS IN SWEDEN ACCEPT ABSTAIN

AS A VALID-VOTE OPTION. THANK YOU

   Non-Voting       None
  CMMT  

MARKET RULES REQUIRE DISCLOSURE OF

BENEFICIAL OWNER INFORMATION FOR ALL

VOTED-ACCOUNTS. IF AN ACCOUNT HAS

MULTIPLE BENEFICIAL OWNERS, YOU WILL

NEED TO-PROVIDE THE BREAKDOWN OF

EACH BENEFICIAL OWNER NAME, ADDRESS

AND SHARE-POSITION TO YOUR CLIENT

SERVICE REPRESENTATIVE. THIS

INFORMATION IS REQUIRED-IN ORDER FOR

YOUR VOTE TO BE LODGED

   Non-Voting       None
  CMMT  

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

   Non-Voting       None
  1  

Election of Mr. Jean-Michel Schmit as Chairman

of the EGM and to empower the Chairman to

appoint the other members of the Bureau

   Management   No Action     For
  2  

Reduction of the issued share capital of Millicom

by an amount of four million eight hundred

thousand United States Dollars (USD 4,800,000)

so as to bring the issued share capital from one

hundred fifty-seven million four hundred seven

thousand three hundred seventy three United

States Dollars and fifty cents (USD

157,407,373.50) to one hundred fifty two million

six hundred seven thousand and three hundred

seventy three United States Dollars and fifty

cents (USD 152,607,373.50) by way of

cancellation of 3,200,000 shares having a par

value of one dollar and fifty cents (USD 1.50)

each, fully paid-in, held by Millicom in its issued

share capital

   Management   No Action     For
  3  

Cancellation of 3,200,000 shares held by

Millicom in its issued share capital

   Management   No Action     For
  4  

Instruction and delegation of power to the Board

of Directors to take any actions deemed

necessary or useful in connection with items 2

and 3 above

   Management   No Action     For
  5  

Instruction and delegation of power to the Board

of Directors to amend the shares register to

reflect the reduction of the issued share capital of

Millicom and the cancellation of 3,200,000 shares

as per items 2 and 3 above

   Management   No Action     For
  6  

Amendment of the Article 5 of the Articles of

Association of Millicom (“Millicom’s Articles”) so

as to reflect the reduction of the issued share

capital mentioned under item 2

   Management   No Action     For
  7  

Acknowledgment and approval of the transfer of

the registered office of Millicom to 2 rue du Fort

Bourbon, L-1249 Luxembourg and to amend

Article 2 of Millicom’s Articles to reflect a change

of Millicom’s registered office

   Management   No Action     For
  CMMT  

PLEASE NOTE THAT THIS IS A REVISION

DUE TO CHANGE IN BLOCKING. IF YOU HAVE

ALR-EADY SENT IN YOUR VOTES, PLEASE

DO NOT RETURN THIS PROXY FORM

UNLESS YOU DECID-E TO AMEND YOUR

ORIGINAL INSTRUCTIONS. THANK YOU.

   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

HEK01

 

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

 

255,200

    07-May-2012   07-May-2012
    ANHUI CONCH CEMENT CO LTD
  Security   Y01373102   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    31-May-2012
  ISIN   CNE1000001W2   Agenda    703721591 - Management
  Record Date   27-Apr-2012   Holding Recon Date    27-Apr-2012
  City / Country   WUHU CITY / China   Vote Deadline Date    21-May-2012
  SEDOL(s)   6080396 - B01W480 - B1BJMK6   Quick Code   


    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT  

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR RESOLUTIONS “1 TO 8”.

THANK YOU.

   Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT  

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0412/LTN20120412297.pdf

   Non-Voting       None
    Comments-Non Voting Agenda Item
  1  

To approve the report of the board of directors

(the “Board”) for the year ended 31 December

2011

   Management   For   For   For
  2  

To approve the report of the supervisory

committee for the year ended 31 December 2011

   Management   For   For   For
  3  

To approve the audited financial reports prepared

in accordance with the China Accounting

Standards and International Financial Reporting

Standards respectively for the year ended 31

December 2011

   Management   For   For   For
  4  

To approve and vote on the resolution regarding

the election of Mr. Wong Kun Kau as an

independent non-executive director of the

Company

   Management   For   For   For
  5  

To approve the reappointment of KPMG

Huazhen Certified Public Accountants and KPMG

Certified Public Accountants as the PRC auditors

and international auditors of the Company

respectively, and to authorise the Board to

determine the remuneration of the auditors

   Management   For   For   For
  6  

To approve the Company’s profit distribution

proposal for the year 2011

   Management   For   For   For
  7  

To approve the amendments to the Articles of

Association of the Company

   Management   For   For   For
  8  

To approve the grant of a mandate to the Board

to exercise the power to allot and issue new

shares

   Management   Against   Against   Against
    Comments-Size of issuance is excessive and/or lack of information regarding issue price discount

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  2,550,000     21-May-2012   21-May-2012

 

    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    31-May-2012
  ISIN   HK0144000764   Agenda    703755047 - Management
  Record Date   24-May-2012   Holding Recon Date    24-May-2012
  City / Country   HONG KONG/ Hong Kong   Vote Deadline Date    17-May-2012
  SEDOL(s)   5387719 - 6416139 - B01XX53   Quick Code   

 

    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT  

PLEASE NOTE IN THE HONG KONG MARKET

THAT A VOTE OF “ABSTAIN” WILL BE

TREATED-THE SAME AS A “TAKE NO

ACTION” VOTE.

   Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT  

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL

LINK:-

http://www.hkexnews.hk/listedco/listconews/sehk/

2012/0425/LTN20120425265.pdf

   Non-Voting       None
    Comments-Non Voting Agenda Item
  1  

To receive and consider the Audited

Consolidated Financial Statements for the year

ended 31 December 2011 together with the

Report of the Directors and the Independent

Auditor’s Report

   Management   For   For   For
  2  

To declare a final dividend of 68 HK cents per

share for the year ended 31 December 2011 in

scrip form with cash option

   Management   For   For   For
  3.i   To re-elect Dr. Fu Yuning as a Director    Management   Against   Against   Against
    Comments-Less than 75% Attendance
  3.ii   To re-elect Mr. Li Yinquan as a Director    Management   Against   Against   Against
    Comments-Less than 75% Attendance
  3.iii   To re-elect Mr. Meng Xi as a Director    Management   For   For   For
  3.iv   To re-elect Mr. Su Xingang as a Director    Management   For   For   For
  3.v   To re-elect Mr. Yu Liming as a Director    Management   Against   Against   Against
    Comments-Less than 75% Attendance
  3.vi   To re-elect Mr. Zheng Shaoping as a Director    Management   Against   Against   Against
    Comments-Director Serves on Too Many Boards
  3.vii  

To authorise the Board to fix the remuneration of

the Directors

   Management   For   For   For
  4  

To appoint Deloitte Touche Tohmatsu as Auditor

in place of the retiring Auditor,

PricewaterhouseCoopers, and to authorise the

Board to fix their remuneration

   Management   For   For   For


  5.A   

To grant a general mandate to the Directors to

allot shares as set out in item 5A of the AGM

Notice

  Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  5.B   

To grant a general mandate to the Directors for

the repurchase of shares as set out in item 5B of

the AGM Notice

  Management   For   For   For
  5.C   

To add the nominal amount of the shares

repurchased under resolution no. 5B to the

mandate granted to the Directors under

resolution no. 5A

  Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ACTUAL RECORD

DATE. IF Y-OU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM UNLES-S YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HEK01  

EMERGING

MARKETS

 

1000-3

 

NORTHERN

TRUST

  6,278,276     17-May-2012   21-May-2012
    STANDARD BANK GROUP LIMITED
  Security   S80605140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   ZAE000109815    Agenda   703780711 - Management
  Record Date   25-May-2012    Holding Recon Date   25-May-2012
  City / Country   JOHANNESBURG/ South Africa    Vote Deadline Date   23-May-2012
  SEDOL(s)   B030GJ7 - B031GN4 - B03VTK2 - B05LC45    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 977775 DUE TO

SPLITTING OF-RESOLUTIONS 7.4 TO 7.8. ALL

VOTES RECEIVED ON THE PREVIOUS

MEETING WILL BE DI-SREGARDED AND YOU

WILL NEED TO REINSTRUCT ON THIS

MEETING NOTICE. THANK YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Adopt annual financial statements   Management   For   For   For
  2.1    Elect director: RMW Dunne   Management   Against   Against   Against
     Comments-Audit committee has not submitted members for election to committee
  2.2    Elect director: TS Gcabashe   Management   For   For   For
  2.3    Elect director: SJ Macozoma   Management   For   For   For
  2.4    Elect director: KD Moroka   Management   For   For   For
  2.5    Elect director: TMF Phaswana   Management   For   For   For
  2.6    Elect director: Lord Smith of Kelvin, Kt   Management   For   For   For
  3   

Resolved to re-appoint KPMG Inc. (with

designated registered auditor being Peter

MacDonald) and PricewaterhouseCoopers Inc,

(with designated registered auditor being Fulvio

Tonelli) as the auditors of Standard Bank Group

Limited for the year ending 31 December 2012

  Management   For   For   For
  4   

Place unissued ordinary shares under control of

directors

  Management   For   For   For
  5   

Place unissued preference shares under control

of directors

  Management   Against   Against   Against
     Comments-Potential excessive dilution to ordinary shareholders and insufficient disclosure of intended use
  6    Non-binding advisory vote on remuneration policy   Management   For   For   For
  7.1   

Approve non-executive directors’ fees (2012):

Standard Bank Group Chairman

  Management   For   For   For
  7.2   

Approve non-executive directors’ fees (2012):

Standard Bank Group Director

  Management   For   For   For
  7.3   

Approve non-executive directors’ fees (2012):

Standard Bank Group International Director

  Management   For   For   For
  7.4.1   

Approve non-executive directors’ fees (2012):

Directors’ Affairs Committee: Chairman

  Management   For   For   For
  7.4.2   

Approve non-executive directors’ fees (2012):

Directors’ Affairs Committee: Member

  Management   For   For   For
  7.5.1   

Approve non-executive directors’ fees (2012):

Group Risk and Capital Management Committee:

Chairman

  Management   For   For   For
  7.5.2   

Approve non-executive directors’ fees (2012):

Group Risk and Capital Management Committee:

Member

  Management   For   For   For
  7.6.1   

Approve non-executive directors’ fees (2012):

Group Remuneration Committee: Chairman

  Management   For   For   For
  7.6.2   

Approve non-executive directors’ fees (2012):

Group Remuneration Committee: Member

  Management   For   For   For
  7.7.1   

Approve non-executive directors’ fees (2012):

Group Social and Ethics Committee: Chairman

  Management   For   For   For
  7.7.2   

Approve non-executive directors’ fees (2012):

Group Social and Ethics Committee: Member

  Management   For   For   For
  7.8.1   

Approve non-executive directors’ fees (2012):

Group Audit Committee: Chairman

  Management   For   For   For
  7.8.2   

Approve non-executive directors’ fees (2012):

Group Audit Committee: Member

  Management   For   For   For
  7.9   

Approve non-executive directors’ fees (2012): Ad

hoc meeting attendance

  Management   For   For   For


  7.10    Approve non-executive directors’ fees (2012): Ad hoc fee per hour   Management   For   For   For
  8    Place shares for the Standard Bank Equity Growth Scheme under control of directors   Management   For   For   For
  9    Place shares for the Group Share Incentive Scheme under control of directors   Management   For   For   For
  10    Give general authority to acquire the company’s shares   Management   For   For   For
  11    Give authority to the directors to provide loans or other financial assistance to related or inter- related companies   Management   For   For   For
  12    Adopt a new memorandum of incorporation   Management   Against   Against   Against
     Comments-Limit on board size included as an amendment
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   824,034     23-May-2012   23-May-2012
    BANK POLSKA KASA OPIEKI -GRUPA PEKAO S.A., WARSZAW
  Security   X0641X106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jun-2012
  ISIN   PLPEKAO00016    Agenda   703778704 - Management
  Record Date   16-May-2012    Holding Recon Date   16-May-2012
  City / Country   WARSAW / Poland    Vote Deadline Date   15-May-2012
  SEDOL(s)   5473113 - B020KP2 - B28FBX0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting     None
  1    Open Meeting   Management   No Action   For
  2    Elect Meeting Chairman   Management   No Action   For
  3    Acknowledge Proper Convening of Meeting   Management   No Action   For
  4    Elect Members of Vote Counting Commission   Management   No Action   For
  5    Approve Agenda of Meeting   Management   No Action   For
  6    Receive Management Board Report on Company’s Operations in Fiscal 2011   Management   No Action   For
  7    Receive Management Board Report on Financial Statements   Management   No Action   For
  8    Receive Management Board Report on Group’s Operations in Fiscal 2011   Management   No Action   For
  9    Receive Management Board Report on Consolidated Financial Statements   Management   No Action   For
  10    Receive Management Board Proposal on Allocation of Income   Management   No Action   For
  11    Receive Supervisory Board Reports   Management   No Action   For
  12.1    Approve Management Board Report on Company’s Operations in Fiscal 2011   Management   No Action   For
  12.2    Approve Financial Statements   Management   No Action   For
  12.3    Approve Management Board Report on Group’s Operations in Fiscal 2011   Management   No Action   For
  12.4    Approve Consolidated Financial Statements   Management   No Action   For
  12.5    Approve Allocation of Income   Management   No Action   For
  12.6    Approve Supervisory Board Report on Board’s Activities in Fiscal 2011   Management   No Action   For
  12.7A    Approve Discharge of Federico Ghizzoni (Deputy Chairman of Supervisory Board)   Management   No Action   For
  12.7B    Approve Discharge of Sergio Ermotti (Supervisory Board Member)   Management   No Action   For
  12.7C    Approve Discharge of Alicja Kornasiewicz (Supervisory Board Member)   Management   No Action   For
  12.7D    Approve Discharge of Jerzy Woznicki (Former Supervisory Board Chairman)   Management   No Action   For
  12.7E    Approve Discharge of Roberto Nicastro (Supervisory Board Member)   Management   No Action   For
  12.7F    Approve Discharge of Alessandro Decio (Supervisory Board Member)   Management   No Action   For
  12.7G    Approve Discharge of Pawel Dangel (Supervisory Board Member)   Management   No Action   For
  12.7H    Approve Discharge of Oliver Greene (Supervisory Board Member)   Management   No Action   For
  12.7I    Approve Discharge of Enrico Pavoni (Supervisory Board Member)   Management   No Action   For
  12.7J    Approve Discharge of Leszek Pawlowicz (Supervisory Board Member)   Management   No Action   For
  12.7K    Approve Discharge of Krzysztof Pawlowski (Supervisory Board Member)   Management   No Action   For
  12.8A    Approve Discharge of Alicja Kornasiewicz (Former CEO)   Management   No Action   For
  12.8B    Approve Discharge of Luigi Lovaglio (CEO)   Management   No Action   For
  12.8C    Approve Discharge of Diego Biondo (Management Board Member)   Management   No Action   For
  12.8D    Approve Discharge of Marco Iannaccone (Management Board Member)   Management   No Action   For
  12.8E    Approve Discharge of Andrzej Kopyrski (Management Board Member)   Management   No Action   For
  12.8F    Approve Discharge of Grzegorz Piwowar (Management Board Member)   Management   No Action   For


  12.8G    Approve Discharge of Marian Wazynski (Management Board Member)   Management   No Action     For
  13    Elect Supervisory Board Members   Management   No Action     Abstain
  14    Ratify Auditor   Management   No Action     Abstain
  15    Amend Statute   Management   No Action     For
  16    Approve Consolidated Text of Statute   Management   No Action     For
  17    Amend Regulations on General Meetings   Management   No Action     For
  18    Close Meeting   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   367,261     15-May-2012   15-May-2012
    SBERBANK OF RUSSIA OJSC, MOSCOW
  Security   80585Y308    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jun-2012
  ISIN   US80585Y3080    Agenda   703800157 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   MOSCOW / Russian Federation    Vote Deadline Date   18-May-2012
  SEDOL(s)   B3P7N29 - B4MQJN9 - B5SC091    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approve the annual report for 2011   Management   For   For   For
  2    Approve the annual report for 2011, including: accounting balance, profit and loss statement (disclosure forms)   Management   For   For   For
  3    Approve distribution of profits for 2011; 3.2 Pay dividends for ordinary shares in the amount of RUB 2.08 per one share, and for preferred shares in the amount of RUB 2.59 per one share   Management   For   For   For
  4    Approve CJSC Ernst & Young Vneshaudit as the auditor for 2012 and the 1st quarter of 2013   Management   For   For   For
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting     None
     Comments-Non Voting Agenda Item
  5.1    To elect the following member of the Board of Directors: Gref Herman Oskarovich   Management   Abstain   Against   Case By Case
  5.2    To elect the following member of the Board of Directors: Guriev Sergei Maratovich   Management   For   For   For
  5.3    To elect the following member of the Board of Directors: Danilov-Danilyan Anton Viktorovich   Management   For   For   For
  5.4    To elect the following member of the Board of Directors: Dmitriev Mikhail Egonovich   Management   For   For   For
  5.5    To elect the following member of the Board of Directors: Zlatkis Bella Ilyinichna   Management   Abstain   Against   Case By Case
  5.6    To elect the following member of the Board of Directors: Ivanova Nadezhda Yurievna   Management   Abstain   Against   Case By Case
  5.7    To elect the following member of the Board of Directors: Ignatiev Sergei Mikhailovich   Management   Abstain   Against   Case By Case
  5.8    To elect the following member of the Board of Directors: Luntovsky Georgy Ivanovich   Management   Abstain   Against   Case By Case
  5.9    To elect the following member of the Board of Directors: Matovnikov Mikhail Yurievich   Management   For   For   For
  5.10    To elect the following member of the Board of Directors: Mau Vladimir Aleksandrovich   Management   Abstain   Against   Case By Case
  5.11    To elect the following member of the Board of Directors: Profumo Alessandro   Management   Abstain   Against   Case By Case
  5.12    To elect the following member of the Board of Directors: Savatyugin Alexei Lvovich   Management   Abstain   Against   Case By Case
  5.13    To elect the following member of the Board of Directors: Simonyan Rayr Rayrovich   Management   For   For   For
  5.14    To elect the following member of the Board of Directors: Sinelnikov-Murylev Sergei Germanovich   Management   Abstain   Against   Case By Case
  5.15    To elect the following member of the Board of Directors: Tkachenko Valery Viktorovich   Management   Abstain   Against   Case By Case
  5.16    To elect the following member of the Board of Directors: Tulin Dmitry Vladislavovich   Management   For   For   For
  5.17    To elect the following member of the Board of Directors: Ulyukaev Alexei Valentinovich   Management   Abstain   Against   Case By Case
  5.18    To elect the following member of the Board of Directors: Freeman Ronald   Management   Abstain   Against   Case By Case
  5.19    To elect the following member of the Board of Directors: Shvetsov Sergei Anatolievich   Management   Abstain   Against   Case By Case
  6.1    Elect the following member of the Auditing Committee: Borodina Natalia Petrovna   Management   For   For   For
  6.2    Elect the following member of the Auditing Committee: Volkov Vladimir Mikhailovich   Management   For   For   For
  6.3    Elect the following member of the Auditing Committee: Dolzhnikov Maxim Leonidovich   Management   For   For   For
  6.4    Elect the following member of the Auditing Committee: Isakhanova Yuliya Yurievna   Management   For   For   For
  6.5    Elect the following member of the Auditing Committee: Kremleva Irina Vladimirovna   Management   For   For   For
  6.6    Elect the following member of the Auditing Committee: Minenko Alexei Yevgenievich   Management   For   For   For
  6.7    Elect the following member of the Auditing Committee: Polyakova Olga Vasilievna   Management   For   For   For


  7    Pay remuneration to the members of the Supervisory Board of Sberbank of Russia OJSC, except Alessandro Profumo, subject to their consent in accordance with the laws of the Russian Federation in the following amount:-RUB 4.5 million to each of the members of the Supervisory Board acting as the Chairmen of the Supervisory Board’s committees;-RUB 4.2 million to each of the members of the Supervisory Board being the members of the Supervisory Board’s committees;-RUB 3.8 million to each of the members of the Supervisory Board not being the members of the Supervisory Board’s committees. 2. Pay remuneration to the member of the Supervisory Board of Sberbank of Russia OJSC Alessandro Profumo in the amount of EUR 431,497.12 and reimburse him for the expenses related to his performing the duties of a member of the Supervisory CONTD   Management   Against   Against   Against
     Comments-includes consulting fees
  CONT    CONTD Board of Sberbank of Russia OJSC in the amount of up to USD 19,657.14.-3. Pay remuneration to the Chairman of the Auditing Commission of Sberbank of-Russia OJSC in the amount of RUB 1.0 million, and to the members of the-Auditing Commission in the amount of RUB 750,000, subject to their consent in- accordance with the laws of the Russian Federation   Non-Voting       None
     Comments-Non Voting Agenda Item
  8    Approve the new version of the Bank’s Charter. Commit the President and the Chairman of the Bank’s Executive Board to sign the documents required for the state registration of the new version of the Bank’s Charter   Management   Against   Against   Against
     Comments-allows preferred shareholders to vote on additional proposals, which may not serve ordinary shareholders’ interests
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   2,072,000     18-May-2012   21-May-2012
    SAMSUNG FIRE & MARINE INSURANCE CO LTD, SEOUL
  Security   Y7473H108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Jun-2012
  ISIN   KR7000810002    Agenda   703810172 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   TBA / Korea, Republic Of    Vote Deadline Date   24-May-2012
  SEDOL(s)   6155250 - B3BJYH1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    Approval of financial statements   Management   For   For   For
  2    Amendment of articles of incorp.   Management   For   For   For
  3    Election of director Mun Hyo Nam, Son Byeon G Jo, Yun Yeong Cheol   Management   Against   Against   Against
     Comments-Insufficient Audit Committee Independence Requirement; Board Does Not Meet Independence Requirements
  4    Election of audit committee member Son Byeong Jo , Yun Yeong Cheol   Management   Against   Against   Against
     Comments-Insufficient Audit Committee Independence Requirement; Board Does Not Meet Independence Requirements
  5    Approval of remuneration for director   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   105,400     24-May-2012   24-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   US68554N1063    Agenda   703860317 - Management
  Record Date   22-May-2012    Holding Recon Date   22-May-2012
  City / Country   CAIRO/Egypt    Vote Deadline Date   24-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To approve the terms and conditions of a facility agreement of up to USD 150 million for Pandora Methanol LLC (“Pandora”), Orascom Construction Industries’ (“OCI”) 100% owned integrated ammonia-methanol production facility in Beaumont, Texas, in the United States, and to authorize OCI executives to sign all documents related to the facility on behalf of Pandora. The following OCI executives will be authorized to sign all documents related to the facility on behalf of Pandora: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For


  2    To approve the terms and conditions of a facility agreement of up to USD 120 million for the OCI construction business, to be signed by one or more of the following OCI construction subsidiaries: Orascom Construction S.A.E., Orascom Road Construction S.A.E., OCI Construction Limited, or Cementech Limited, and to authorize OCI executives to sign all documents related to the facility on behalf of the signing Company. The following OCI executives will be authorized to sign all documents related to the facility on behalf of the construction subsidiaries: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For
  3    To authorize OCI’s Board of Directors to issue any required guarantees related to either loan agreement approved by shareholders at the EGM   Management   For   For   For
  4    To approve the appointment of the following individuals as signatories authorized to sign contracts on behalf of OCI: i. Individual signatures or their proxies without a cap: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer, Eng. Onsi Sawiris in his capacity as Board Member; ii. Any two of the following executives can sign together on behalf of the Company without a cap: Eng. Osama   Management   For   For   For
     Bishai in his capacity as Managing Director, Mr. Salman Butt in his capacity as Managing Director, Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer, Mr. Hussein Marei in his capacity as Legal Counsel, Mr. Sherif Tantawy in his capacity as Construction Group Chief Financial Officer        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   316,200     31-May-2012   01-Jun-2012
    TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD, HSINCHU
  Security   Y84629107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Jun-2012
  ISIN   TW0002330008    Agenda   703828725 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   HSINCHU / Taiwan, Province of China    Vote Deadline Date   04-Jun-2012
  SEDOL(s)   6889106 - B16TKV8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
  A.1    The 2011 business operations   Non-Voting       None
  A.2    The 2011 audited reports   Non-Voting       None
  A.3    The status of unsecured corporate bonds   Non-Voting       None
  B.1    The 2011 business reports and financial statements   Management   For   For   For
  B.2    The 2011 profit distribution. Proposed cash dividend: TWD 3 per share   Management   For   For   For
  B.3    The revision to the articles of incorporation   Management   For   For   For
  B.4    The revision to the rules of the election of directors   Management   For   For   For
  B.5.1    Elect Morris Chang, Shareholder No 4515, as director   Management   For   For   For
  B.5.2    Elect F.C. Tseng, Shareholder No 104, as director   Management   For   For   For
  B.5.3    Elect Representative of National Development Fund, Executive Yuan Johnsee Lee, Shareholder No 1, as director   Management   For   For   For
  B.5.4    Elect Rick Tsai, Shareholder no 7252, as director   Management   For   For   For
  B.5.5    Elect Sir Peter Leahy Bonfield, Shareholder No 93180657 (Passport No.), as independent director   Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.6    Elect Stan Shih, Shareholder No 534770, as independent director   Management   For   For   For
  B.5.7    Elect Thomas J. Engibous, Shareholder No 135021464, as independent director   Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.


  B.5.8    Elect Gregory C. Chow, Shareholder No 214553970, as independent director   Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.9    Elect Kok-Choo Chen, Shareholder No 9546, as independent director   Management   For   For   For
  B.6    Extraordinary motions   Management   Against   Against   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   13,796,637     04-Jun-2012   04-Jun-2012
    ADVANTECH CO LTD
  Security   Y0017P108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Jun-2012
  ISIN   TW0002395001    Agenda   703834312 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   TAIPEI / Taiwan, Province of China    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   6202673    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred  Provider

Recommendation

  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item        
  A.1    The 2011 business operations   Non-Voting       None
     Comments-Non Voting Agenda Item        
  A.2    The 2011 audited reports   Non-Voting       None
     Comments-Non Voting Agenda Item        
  A.3    The status of endorsement and guarantee   Non-Voting       None
     Comments-Non Voting Agenda Item        
  A.4    The status of the 2011 local unsecured convertible corporate bonds   Non-Voting       None
     Comments-Non Voting Agenda Item        
  B.1    The 2011 business reports and financial statements   Management   For   For   For
  B.2    The 2011 profit distribution. proposed cash dividend: TWD5 per share   Management   For   For   For
  B.3    The revision to the articles of incorporation   Management   For   For   For
  B.4    The revision to the rules of shareholder meeting   Management   For   For   For
  B.5    The revision to the procedures of asset acquisition or disposal   Management   For   For   For
  B.6    The proposal to release non-competition restriction on the directors   Management   Against   Against   Against
     Comments-Potential conflicts of interest        
  B.7    Extraordinary motions   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   198,000     05-Jun-2012   05-Jun-2012
    HON HAI PRECISION INDUSTRY CO LTD
  Security   Y36861105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Jun-2012
  ISIN   TW0002317005    Agenda   703837015 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   TAIPEI / Taiwan, Province of China    Vote Deadline Date   08-Jun-2012
  SEDOL(s)   6438564 - B03W240    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred  Provider

Recommendation

  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
  A.1    The 2011 business operations   Non-Voting       None
  A.2    The 2011 audited reports   Non-Voting       None
  A.3    The indirect investment in people’s republic of china   Non-Voting       None
  A.4    The status of the local unsecured corporate bonds   Non-Voting       None
  A.5    The rules of the board meeting   Non-Voting       None
  B.1    The 2011 business reports and financial statements   Management   For   For   For


  B.2    The 2011 profit distribution. proposed cash dividend: TWD 1.5 per share   Management   For   For   For
  B.3    The issuance of new shares from retained earnings. proposed stock dividend: 100 for 1,000 SHS held   Management   For   For   For
  B.4    Issuance of new shares to participate the global depositary receipt (GDR) issuance or the local rights issue   Management   For   For   For
  B.5    The revision to the procedures of asset acquisition or disposal   Management   For   For   For
  B.6    The revision to the rule of the election of the directors and supervisors   Management   For   For   For
  B.7    The revision to the rules of shareholder meeting   Management   For   For   For
  B.8    The revision to the articles of incorporation   Management   For   For   For
  B.9    The proposal of the issuance of new shares for employee with restriction. New   Management   For   For   Against
     Comments-Harding Loevner disagrees with Glass Lewis on its recommendations for item #9 as its analysis shows that potential dilution from such plans will be modest (~2% each) and well within our guidelines.
  B.10    The proposal to issue the employee stock option at a price lower than the closing price of the issue date   Management   For   For   Against
     Comments-Harding Loevner disagrees with Glass Lewis on its recommendations for item #10 as its analysis shows that potential dilution from such plans will be modest (~2% each) and well within our guidelines.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   11,199,944     08-Jun-2012   08-Jun-2012
    JIANGSU EXPRESSWAY CO LTD
  Security   Y4443L103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jun-2012
  ISIN   CNE1000003J5    Agenda   703755768 - Management
  Record Date   18-May-2012    Holding Recon Date   18-May-2012
  City / Country   JIANGSU /China    Vote Deadline Date   07-Jun-2012
  SEDOL(s)   6005504 -B01XLJ3 -B1BJTS3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0423/LTN20120423933.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    The report of the Board of Directors of the Company for the year ended 31 December 2011 be approved   Management   For   For   For
  2    The report of the Supervisory Committee of the Company for the year ended 31 December 2011 be approved   Management   For   For   For
  3    The annual budget report for year 2011 be approved   Management   For   For   For
  4    The financial statements and the auditors’ report of the Company for the year ended 31 December 2011 be approved   Management   For   For   For
  5    The profit distribution scheme of the Company in respect of the final dividend for the year ended 31 December 2011: the proposed declaration of a cash dividend of RMB0.36 per share (tax inclusive) be approved   Management   For   For   For
  6    The appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company’s auditors for the year 2012 at a remuneration of not exceeding RMB2,100,000/year be approved   Management   For   For   For
  7    The appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company’s auditors of internal control for the year 2012 at an aggregate remuneration of RMB680,000/year be approved   Management   For   For   For
  8.1    Election of director: the appointment of Mr. Yang Gen Lin as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Yang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   For   For   For
  8.2    Election of director: the appointment of Madam Zhang Yang as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Madam Zhang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   For   For   For
  8.3    Election of director: the appointment of Mr. Chen Xiang Hui as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Chen with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   For   For   For


  8.4    Election of director: the appointment of Mr. Du Wen Yi as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Du with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   Against   Against   Against
     Comments-Beneficial Owner on Audit Committee        
  8.5    Election of director: the appointment of Mr. Qian Yong Xiang as an executive Director of the Company and the signing of service contract for executive director between the Company and Mr. Qian with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   For   For   For
  8.6    Election of director: the appointment of Ms. Cheng Chang Yung Tsung, Alice as a nonexecutive Director of the Company and the signing of a letter of appointment between the Company and Ms. Chang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of HKD 300,000 (after tax) be approved   Management   For   For   For
  8.7    Election of director: the appointment of Mr. Fang Hung, Kenneth as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Fang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of HKD 300,000 (after tax)be approved   Management   For   For   For
  8.8    Election of director: the appointment of Mr. Xu Chang Xin as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Xu with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved   Management   For   For   For
  8.9    Election of director: to consider and approve the appointment of Mr. Gao Bo as an independent non-executive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Gao with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax)   Management   For   For   For
  8.10    Election of director: the appointment of Mr. Chen Donghua as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Chen with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved   Management   For   For   For
  8.11    Election of director: the appointment of Mr. Zhang Erzhen as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Zhang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved   Management   For   For   For
  9.1    Election of Supervisor: the appointment of Mr. Chang Qing as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Chang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   For   For   For
  9.2    Election of Supervisor: the appointment of Mr. Sun Hong Ning as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Sun with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements


  9.3    Election of Supervisor: the appointment of Madam Hu Yu as a Supervisor of the Company and the signing of a letter of appointment between the Company and Madam Hu with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  10    That the long term equity investment in Jiangsu Yanjiang Expressway Co., Ltd. (“Yanjiang Expressway Co”) by Jiangsu Guangjing Xicheng Expressway Co., Ltd. (“Guangjing Xicheng”), the Company’s subsidiary, be approved, AND THAT the scheme of participating in capital enlargement in Yanjiang Expressway Co be confirmed, AND THAT the calculation with reference to the current paid in capital of Yanjiang Expressway Co of RMB2,100,000,000   Management   For   For   For
     and the estimated asset value of Yanjiang Expressway Co as at 31 December 2011, with a ratio of 1:1.4662, the contribution by Guangjing Xicheng of RMB1,466,200,000 in the capital enlargement be confirmed AND THAT an amount of RMB1,000,000,000 be injected into the registered capital, representing approximately 32.26% of the registered capital of Yanjiang Expressway Co after the enlargement, and CONTD        
  CONT    CONTD an amount of RMB466,200,000 be injected as capital reserve   Non-Voting       For
     Comments-Non Voting Agenda Item
  11    That the issue of not more than RMB2,000,000,000 short-term commercial papers be approved and that the authorisation of Mr. Qian Yong Xiang, a director of the Company, to deal with the matters relevant to the issue; and the issue be taken place within one year from the date of this annual general meeting be approved   Management   For   For   None
  12    That the replacement of the Article 9.6(5) of Articles of Association of the Company with the following be approved:- “(5) The place for holding the Company’s general meetings shall be the registered office of the Company or such place as shall be determined by the Board.”   Management   For   For   None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   13,001,000     06-Jun-2012   07-Jun-2012
    DELTA ELECTRONICS INC
  Security   Y20263102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jun-2012
  ISIN   TW0002308004    Agenda   703883187 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   TAOYUAN / Taiwan, Province of China    Vote Deadline Date   11-Jun-2012
  SEDOL(s)   6260734 - B4568G2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.1    2011 Operation Results   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.2    2011 Financial Results   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.3    Supervisors’ Review Opinions on 2011 Financial Results   Non-Voting       None
     Comments-Non Voting Agenda Item
  2.1    Acknowledgement of the 2011 Financial Results   Management   For   For   For
  2.2    Acknowledgement of the 2011 Earnings Distribution : cash dividend: TWD3.5 per share   Management   For   For   For
  2.3    Discussion of Amendments to Articles of Incorporation   Management   For   For   For
  2.4    Discussion of Amendments to the Rules and Procedures of Shareholders’ Meeting   Management   For   For   For
  2.5    Discussion of Amendments to Director and Supervisor Election Regulations   Management   For   For   For
  2.6    Discussion of Amendments to Operating Procedures of Acquisition or Disposal of Assets   Management   For   For   For
  2.7    Discussion of Amendments to Operating Procedures of Fund Lending   Management   For   For   For


  2.8    Discussion of Amendments to Operating Procedures of Endorsement and Guarantee Voting and Resolution for Each of Acknowledgement and Discussion Proposals   Management   For   For   For
  2.9.1    Re-election of Independent director: Yung-Chin Chen, (ID Number: A100978326)   Management   For   For   For
  2.9.2    Re-election of Independent director: Tsong-Pyng Perng, (ID Number: J100603804)   Management   For   For   For
  2.9.3    Re-election of Independent director: Tai-Sheng Chao, also known as George Chao, (ID Number: K101511744)   Management   For   For   For
  2.9.4    Re-election of director: Bruce CH Cheng, (ID Number: 1)   Management   For   For   For
  2.9.5    Re-election of director: Yancey Hai, (ID Number: 38010)   Management   For   For   For
  2.9.6    Re-election of director: Mark Ko, (ID Number: 15314)   Management   For   For   For
  2.9.7    Re-election of director: Fred Chai-Yan Lee, (Passport Number: 057416787)   Management   For   For   For
  2.9.8    Re-election of director: Ping Cheng, (ID Number: 43)   Management   For   For   For
  2.9.9    Re-election of director: Simon Chang, (ID Number: 19)   Management   For   For   For
  2.910    Re-election of director: Albert Chang, (ID Number: 32)   Management   For   For   For
  2.911    Re-election of director: Chung-Hsing Huang, (ID Number: H101258606)   Management   For   For   For
  2.912    Re-election of director: Steven Liu, (ID Number: 14)   Management   For   For   For
  2.913    Re-election of director: Johnson Lee, (ID Number: 360)   Management   For   For   For
  2.10    Releasing the Directors from Non-competition Restrictions Voting and Resolution for Releasing the Directors from Non-competition Restrictions   Management   Against   Against   Against
     Comments-Potential conflicts of interest
  3    Extemporary Motions   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION-2.2.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FO-RM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   3,063,751     11-Jun-2012   11-Jun-2012
    HIWIN TECHNOLOGIES CORP
  Security   Y3226A102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Jun-2012
  ISIN   TW0002049004    Agenda   703874140 - Management
  Record Date   23-Apr-2012    Holding Recon Date   23-Apr-2012
  City / Country   TAICHUNG / Taiwan, Province of China    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   B1YMYT5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.1    The 2011 business operations   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.2    The 2011 audited reports   Non-Voting       None
     Comments-Non Voting Agenda Item
  B.1    The 2011 business reports and financial statements   Management   For   For   For
  B.2    The 2011 profit distribution. proposed cash dividend: TWD5. 5 per share   Management   For   For   For
  B.3    The issuance of new shares from retained earnings proposed stock dividend: 50 for 1,000 SHS held   Management   For   For   For
  B.4    The revision to the procedures of asset acquisition or disposal   Management   For   For   For
  B.5    The revision to the rules of shareholder meeting   Management   For   For   For
  B.6    Extraordinary motions   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   1,092,000     14-Jun-2012   14-Jun-2012


    AXIS BANK LTD
  Security   Y0487S103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Jun-2012
  ISIN   INE238A01026    Agenda   703883858 - Management
  Record Date      Holding Recon Date   20-Jun-2012
  City / Country   AHMEDABAD / India    Vote Deadline Date   08-Jun-2012
  SEDOL(s)   6136482 - B01Z5M0 - B071S89    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive, consider and adopt the Balance Sheet as at 31st March, 2012, Profit & Loss Account and Cash flow statement for the year ended 31st March, 2012 and the reports of Directors and Auditors thereon   Management   For   For   For
  2    To appoint a Director in place of Smt. Rama Bijapurkar, who retires by rotation and, being eligible, offers herself for re-appointment as a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  3    To appoint a Director in place of Shri V. R. Kaundinya, who retires by rotation and, being eligible, offers himself for re-appointment as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  4    To declare a dividend on the Equity Shares of the Bank   Management   For   For   For
  5    Resolved that pursuant to the provisions of Section 224A and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, ICAI Registration Number 117365W, be and are hereby appointed as the Statutory Auditors of the Bank to hold office from the conclusion of the Eighteenth Annual General Meeting until the conclusion of the Nineteenth Annual General Meeting, on such remuneration as may be approved by the Audit Committee of the Board   Management   For   For   For
  6    Resolved that Prof. Samir K. Barua, who was appointed as an Additional Director at the meeting of the Board of Directors held on 22nd July, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Prof. Samir K. Barua as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation   Management   For   For   For
  7    Resolved that Shri A. K. Dasgupta, who was appointed as an Additional Director at the meeting of the Board of Directors held on 5th September, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri A. K. Dasgupta as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  8    Resolved that Shri Som Mittal, who was appointed as an Additional Director at the meeting of the Board of Directors held on 22nd October, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri Som Mittal as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation   Management   For   For   For
  9    Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for re-appointment of Smt. Shikha Sharma as the Managing Director & CEO of the Bank for a period of 3 years effective 1st June, 2012.Resolved further that subject to the approval by the Reserve Bank of India, Smt. Shikha Sharma be paid remuneration by way of salary, allowances and perquisites as Managing Director & CEO of the Bank as per the following terms and conditions with effect from 1st June, 2012:As specified; Resolved further that the Board of Directors of the Bank is hereby authorised to do all such acts, deeds and things and to execute any CONTD   Management   For   For   For


  CONT    CONTD document or instruments etc. as may be required to give effect to this-resolution Resolved further that the Company Secretary of the Bank is he-reby authorised to file necessary forms with the Registrar of Co-mpanies/other Regulatory Authorities under his signature and to take all fu-rther action in the matter including signing of any other applications, de-eds, documents, forms, certificates, as may be necessary under the pr-ovisions of the Companies Act, 1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item
  10    Resolved that subject to approval by the Reserve Bank of India and such other statutory authorities as may be required, approval of the members of the Bank is hereby given for revising the remuneration payable to Dr. Adarsh Kishore, Chairman of the Bank as under: a. Expenses for office maintenance be increased to INR100,000 per month from INR75,000 per month with effect from 1st April, 2011 and thereafter be increased to INR125,000 per month with effect from 1st April, 2012. b. All other terms and conditions to remain unchanged   Management   For   For   For
  11    Resolved that Shri Somnath Sengupta, in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri Somnath Sengupta as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation, effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India till 31st May, 2015, the last day of the month in which he reaches the age of superannuation   Management   For   For   For
  12    Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for appointment of Shri Somnath Sengupta as the Whole-time Director of the Bank effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India till 31st May, 2015, the last day of the month in which he reaches the age of superannuation”. Resolved further that subject to the approval by the Reserve Bank of India, Shri Somnath Sengupta be paid remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following terms and conditions effective from the date from which his appointment as Whole-CONTD   Management   For   For   For
  CONT    CONTD time Director will be approved by Reserve Bank of India: As specified;-Resolved further that the Board of Directors of the Bank is hereby authorised-to do all such acts, deeds and things and to execute any document or- instruments etc. as may be required to give effect to this resolution.-Resolved further that the Company Secretary of the Bank is hereby authorised-to file necessary forms with the Registrar of Companies/other Regulatory- Authorities under his signature and to take all further action in the matter-including signing of any other applications, deeds, documents, forms,-certificates, as may be necessary under the provisions of the Companies Act,-1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item
  13    Resolved that Shri V. Srinivasan, in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri V. Srinivasan as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation, effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India   Management   For   For   For


  14    Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for appointment of Shri V. Srinivasan as the Whole-time Director of the Bank for a period of 3 years effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India. Resolved further that subject to the approval by the Reserve Bank of India, Shri V. Srinivasan be paid remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following terms and conditions effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India: As specified; CONTD   Management   For   For   For
  CONT    CONTD Resolved further that the Board of Directors of the Bank is hereby-authorised to do all such acts, deeds and things and to execute any document-or instruments etc. as may be required to give effect to this resolution.-Resolved further that the Company Secretary of the Bank is hereby authorised-to file necessary forms with the Registrar of Companies/other Regulatory- Authorities under his signature and to take all further action in the matter-including signing of any other applications, deeds, documents, forms,-certificates, as may be necessary under the provisions of the Companies Act,-1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION-9.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   1,046,400     08-Jun-2012   08-Jun-2012
    AXIS BANK LTD
  Security   Y0487S103    Meeting Type   Court Meeting
  Ticker Symbol      Meeting Date   23-Jun-2012
  ISIN   INE238A01026    Agenda   703861496 - Management
  Record Date      Holding Recon Date   21-Jun-2012
  City / Country   AHMEDABAD / India    Vote Deadline Date   11-Jun-2012
  SEDOL(s)   6136482 - B01Z5M0 - B071S89    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “1”. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    For the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholders and creditors (the “Scheme”) under Sections 391 to 394 of the Companies Act, 1956 and at such meetings and at any adjournment or adjournments thereof   Management   Abstain   Against   Abstain
     Comments-Insufficient disclosure regarding target financials; Independent valuation and fairness opinion not disclosed
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   1,046,400     11-Jun-2012   11-Jun-2012
    PT SEMEN GRESIK (PERSERO) TBK
  Security   Y7142G168    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   ID1000106800    Agenda   703914069 - Management
  Record Date   08-Jun-2012    Holding Recon Date   08-Jun-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   5549542 - 6795236    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval annual report for book year 2011 including the board of supervisory report, financial report and gives Volledig Acquit Et decharge to the board of commissioners and board of directors for book year 2011   Management   For   For   For
  2    Approval of the financial consolidated partnership and environment development program (PCDP) report for book year 2011 and as well as to grant acquit et decharge to the board of directors and commissioners for book 2012   Management   For   For   For


  3    Approval on utilization of company’s net profit for book year 2011   Management   For   For   For
  4    Determine tantiem for book 2011, salary for directors and honorarium for the board of commissioners also facility and allowances for book year 2012   Management   For   For   For
  5    Appoint of independent public accountant to audit company financial report and PCDP financial report for book year 2012   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   14,210,600     15-Jun-2012   15-Jun-2012
    PT SEMEN GRESIK (PERSERO) TBK
  Security   Y7142G168    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   ID1000106800    Agenda   703915578 - Management
  Record Date   08-Jun-2012    Holding Recon Date   08-Jun-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   5549542 - 6795236    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of construction of new cement plants and giving a guarantee of the company’s assets in order to financing the construction of mentioned new cement plants   Management   For   For   Abstain
     Comments- Harding Loevner believes it to be part of management’s job rather than ours to decide when and/or how much capacity to add.
  2    Change the company’s management   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   14,210,600     15-Jun-2012   15-Jun-2012
    OIL CO LUKOIL
  Security   677862104    Meeting Type   Consent
  Ticker Symbol   LUKOY    Meeting Date   27-Jun-2012
  ISIN   US6778621044    Agenda   933642553 - Management
  Record Date   11-May-2012    Holding Recon Date   11-May-2012
  City / Country                        / United States    Vote Deadline Date   12-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    TO APPROVE THE ANNUAL REPORT OF OAO “LUKOIL” FOR 2011 AND THE ANNUAL FINANCIAL STATEMENTS, INCLUDING THE INCOME STATEMENTS (PROFIT AND LOSS ACCOUNTS) OF THE COMPANY, AND THE DISTRIBUTION OF PROFITS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
  2A    ELECTION OF DIRECTOR: ALEKPEROV, VAGIT YUSUFOVICH   Management   No Action     Case By Case
  2B    ELECTION OF DIRECTOR: BELIKOV, IGOR VYACHESLAVOVICH   Management   No Action     For
  2C    ELECTION OF DIRECTOR: BLAZHEEV, VICTOR VLADIMIROVICH   Management   No Action     For
  2D    ELECTION OF DIRECTOR: GRAYFER, VALERY ISAAKOVICH   Management   No Action     Case By Case
  2E    ELECTION OF DIRECTOR: IVANOV, IGOR SERGEEVICH   Management   No Action     For
  2F    ELECTION OF DIRECTOR: MAGANOV, RAVIL ULFATOVICH   Management   No Action     Case By Case
  2G    ELECTION OF DIRECTOR: MATZKE, RICHARD   Management   No Action     For
  2H    ELECTION OF DIRECTOR: MIKHAILOV, SERGEI ANATOLIEVICH   Management   No Action     Case By Case
  2I    ELECTION OF DIRECTOR: MOBIUS, MARK   Management   For     For
  2J    ELECTION OF DIRECTOR: MOSCATO, GUGLIELMO ANTONIO CLAUDIO   Management   No Action     For
  2K    ELECTION OF DIRECTOR: PICTET, IVAN   Management   No Action     For
  2L    ELECTION OF DIRECTOR: SHOKHIN, ALEXANDER NIKOLAEVICH   Management   No Action     Case By Case
  3A    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): MAKSIMOV, MIKHAIL BORISOVICH   Management   For   For   For
  3B    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): NIKITENKO, VLADIMIR NIKOLAEVICH   Management   For   For   For
  3C    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): SURKOV, ALEKSANDR VIKTOROVICH   Management   For   For   For
  4A    TO PAY REMUNERATION AND REIMBURSE EXPENSES TO MEMBERS OF THE BOARD OF DIRECTORS OF OAO “LUKOIL” PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For


  4B    TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS OF OAO “LUKOIL” ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011 (MINUTES NO. 1).   Management   For   For   For
  5A    TO PAY REMUNERATION TO EACH OF THE MEMBERS OF THE AUDIT COMMISSION OF OAO “LUKOIL” IN THE AMOUNT ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011 (MINUTES NO. 1) - 2,730,000 ROUBLES.   Management   For   For   For
  5B    TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF REMUNERATION FOR MEMBERS OF THE AUDIT COMMISSION OF OAO “LUKOIL” ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011(MINUTES NO. 1).   Management   For   For   For
  6    TO APPROVE THE INDEPENDENT AUDITOR OF OAO “LUKOIL”- CLOSED JOINT STOCK COMPANY KPMG.   Management   For   For   For
  7    TO APPROVE AMENDMENTS AND ADDENDA TO THE CHARTER OF OPEN JOINT STOCK COMPANY “OIL COMPANY “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  8    TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING THE GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  9    TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE BOARD OF DIRECTORS OF OAO “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  10    TO APPROVE AN INTERESTED-PARTY TRANSACTION - POLICY (CONTRACT) ON INSURING THE LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS BETWEEN OAO “LUKOIL” AND OAO KAPITAL STRAKHOVANIE, ON THE TERMS AND CONDITIONS INDICATED IN THE APPENDIX HERETO.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765021  

HLF - EM

 

1000-3

  NORTHERN TRUST COMPANY   512,794     12-Jun-2012   12-Jun-2012
    WUMART STORES INC
  Security   Y97176112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   CNE100000544    Agenda   703822242 - Management
  Record Date   28-May-2012    Holding Recon Date   28-May-2012
  City / Country   BEIJING / China    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   B0PR2N2 - B1GBRS0 - B1GC6W0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0514/LTN20120514018.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To consider and, if though fit, approve the audited consolidated financial statements of the Company and its subsidiaries for the year 2011 and the independent auditor’s report thereon   Management   For   For   For
  2    To consider and, if though fit, approve the Company’s final dividend of RMB0.2 per share (tax inclusive) for the year 2011   Management   For   For   For
  3    To consider and , if though fit, approve the report of the board of directors of the Company (the “Board”) for the year 2011   Management   For   For   For
  4    To consider and, if though fit, approve the report of the supervisory committee of the Company for the year 2011   Management   For   For   For
  5    To consider and approve the Company to re- appoint Deloitte Touche Tohmatsu CPA Ltd. and Deloitte Touche Tohmatsu as the Company’s domestic and international auditors, respectively, for a term expiring upon the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration in accordance with the actual work performed by the auditors and market conditions   Management   For   For   For
  6    To consider and, if thought fit, approve the amendments to the Articles of Association of the Company: Article 13   Management   For   For   For


  7    To consider and, if though fit, pass the issuance of additional H shares and additional domestic shares in the capital of the Company and to grant the Board a general mandate for the issuance of additional shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   5,452,000     18-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703921913 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item
  8.72    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an incident occurring in the course of the conduction by OAO Gazprom, its subsidiaries and dependent companies (whether existing or those becoming a subsidiary or a dependent company of OAO Gazprom during the term of the agreement) of their respective statutory activities (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 75 billion Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 1.5 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.73    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an emergency or incident occurring, among other things, as a result of a terrorist act at a hazardous industrial facility operated by OAO Gazprom (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 700 million Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 3 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.74    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 18,392.8 million Rubles   Management   For   For   For
  8.75    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes, during the period between December 1, 2012 and March 30, 2016, acting upon OAO Gazprom’s instructions, to provide services related to the monitoring of OAO Gazprom’s gas facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 34.9 million Rubles   Management   For   For   For
  8.76    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any employees of OAO Gazprom or members of their families or retired former employees of OAO Gazprom or members of their families (insured persons who are beneficiaries) apply to a health care institution for medical services (“insured events”), to arrange and pay for such medical services to the insured persons up to the aggregate insurance amount not exceeding 550 billion Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 1.3 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.77    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of: assertion of claims against members of the Board of Directors or the Management Committee of OAO Gazprom who are not persons holding state positions in the Russian Federation or positions in the state civil service (insured persons), by physical persons or legal entities for whose benefit the agreement will be entered into and who could suffer harm, including shareholders of OAO Gazprom, debtors and creditors of OAO Gazprom, employees of OAO Gazprom, as well as the Russian Federation represented by its authorized agencies and representatives (third parties (beneficiaries)) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities; incurrence by insured persons of judicial or other costs to settle such claims; assertion of claims against OAO Gazprom by third persons (beneficiaries) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities on the basis of claims asserted with respect to OAO Gazprom’s securities, as well as claims originally asserted against insured persons; incurrence by OAO Gazprom of judicial or other costs to settle such claims (“insured events”), to make an insurance payment to third parties (beneficiaries) whose interests have been harmed, as well as insured persons and/or OAO Gazprom in the event of incurrence of judicial or other costs to settle claims for compensation of losses, up to the aggregate insurance amount not exceeding the Ruble equivalent of 100 million U.S. Dollars, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount equal to the Ruble equivalent of two million U.S. Dollars, with such agreement having a term of one year   Management   For   For   For


  8.78    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of any liability incurred by OAO Gazprom in its capacity as a customs broker as a result of any harm caused to the assets of any third persons represented by OAO Gazprom in connection with the conduct of customs operations (beneficiaries) or as a consequence of any breaches of the contracts signed with such persons (“insured events”), to make an insurance payment to the persons concerned up to an aggregate insurance amount of 20 million Rubles payable in each insured event, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in an aggregate maximum amount of 300 thousand Rubles, with such agreement having a term of three years   Management   For   For   For
  8.79    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any harm (damage or destruction) is caused to a transportation vehicle owned by OAO Gazprom or that such vehicle is stolen or hijacked or that any of the individual components, parts, units, devices, and supplementary equipment installed on such transportation vehicle is stolen (“insured events”), to make an insurance payment to OAO Gazprom (as the beneficiary) up to the aggregate insurance amount of 1,291 million Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 24.52 million Rubles, with each agreement having a term of one year   Management   For   For   For
  8.80    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to provide for a period of 18 months after the execution date of the agreement, acting upon OAO Gazprom’s instructions, services involved in the production of a reference book on the legislative and other legal regulation of gas distribution operations, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 4.2 million Rubles   Management   For   For   For
  8.81    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, Gazprombank (Open Joint Stock Company), ZAO Gazprom Telecom, OAO Gazprom Promgaz, OAO Gazprom Gazoraspredeleniye, OOO Gazprom Export, OOO Gazpromtrans, ZAO Gazprom Invest Yug, OAO Gazprom Space Systems, OOO Gazprom Komplektatsiya, OAO Gazprom Neft, OAO Druzhba, OOO Gazprom Mezhregiongaz, OAO Gazprom Neftekhim Salavat, OAO SOGAZ, DOAO Tsentrenergogaz of OAO Gazprom, OAO Tsentrgaz, OOO Gazprom Tsentrremont, ZAO Yamalgazinvest, OAO Gazprom Gazenergoset and OAO Beltransgaz (the “Contractors”), pursuant to which the Contractors undertake to provide from August 30, 2012 to December 31, 2012, acting upon OAO Gazprom’s instructions, the services of arranging for and carrying out a stocktaking of fixed assets of OAO Gazprom that are to be leased to the Contractors, and OAO Gazprom undertakes to make payment for such services up to a maximum amount of 3.3 million Rubles   Management   For   For   For


  8.82    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, pre-investment research work for OAO Gazprom covering the following subjects: “Substantiation of investments in the construction of an experimental commercial LNG unit using national technologies and equipment”, “Substantiation of investments in the commercial development and utilization of methane in coal beds on the basis of results obtained from the pilot and experimental- commercial development of first-in-line fields over 2010-2012”, “Substantiation of investments in the construction by OOO Gazprom Dobycha Astrakhan of additional sulfur air stream granulation facilities, including advanced powered sulfur loading facilities”, “Investment concept of expansion of OOO Gazprom Sbyt Ukraine’s business and Gazprom group companies’ presence in the Ukrainian market through the creation of a filling station chain, LNG facilities and electric and heating power generation stations, and determination of other prospective lines of development”, “Declaration of intention to invest in the construction of a polyethylene production facility in the Astrakhan Oblast”, “Substantiation of investments in the creation of a gas supply system in the southern regions of the Irkutsk Oblast, including the construction of gas processing and gas chemical facilities”, “Investment concept of development of gas transportation system of OOO Gazprom Transgaz Ufa in a long term perspective, subject to the operation regime of the Kanchurinsk- Musinsk undergroung gas storage facility” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 389.62 million Rubles   Management   For   For   For
  8.83    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the cost analysis of design and surveying works as part of the estimated value of the construction project in accordance with the approved project documents with due regard for the type and capacity of the respective facility on the basis of the relevant methods approved by OAO Gazprom Promgaz, normative-cost support for the measures to optimize the costs of OAO Gazprom, analysis of budget and regulatory documents providing for the implementation of new construction technologies, analysis of the effective regulations governing investment activities and statutory requirements to gas facilities and drafting of a program for the preparation of further regulatory documents for the designing of facilities of OAO Gazprom, expert reviews of cost estimates for design and surveying works, as submitted by customers in regard to the implementation of investment projects of OAO Gazprom upon being prepared on the basis of the relevant methods approved by OAO Gazprom Promgaz, the production of collected cost estimates for logistical support and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at the beginning of 2013-2015, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 302 million Rubles   Management   For   For   For


  8.84    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the production of collected cost estimates for serial equipment, logistical support, and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at January 1, 2012, the normative-cost support for the Comprehensive Plan of Measures to Optimize the Costs of OAO Gazprom, the development of the program to increase the efficiency of air ventilation and air conditioning systems at OAO Gazprom entities, the preparation of an updated Program for the years until 2015, the development of the Program of Reconstruction of heat-supply systems of OAO Gazprom (boiler equipment, recyclers, heat-supply networks, instrumented lighting, and water-treatment facilities) until 2018, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 107.3 million Rubles   Management   For   For   For
  8.85    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the implementation of programs for the scientific and technical cooperation of OAO Gazprom with foreign partner companies, and OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of two million Rubles   Management   For   For   For
  8.86    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Drafting of regulatory documents relating to electric power business of OAO Gazprom, “Development of guidelines to determine budget cost variation indices for oil and gas well construction, abandonment, suspension and re- entry ay OAO Gazprom’s files against the base figures of 2006”, “Development of indicative values to determine cost of engineering surveys for the construction of OAO Gazprom’s facilities”, “Improvements to the regulatory and methodological basis governing the development, negotiation, approval and submission to third parties of specifications of designing and capital construction within the boundaries of OAO Gazprom’s facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 71.7 million Rubles   Management   For   For   For


  8.87    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the pricing and rate setting methods for the works relating to the construction of gas production facilities at the Northern seas by OAO Gazprom”, “Selection of methods of enhancement of power efficiency of utilization of fuel and power resources, development of proposals to implement such methods and to realize the projected gas consumption volumes for the period to 2025 in the constituent subjects of the Russian Federation in the Southern and Northern- Caucasian Federal Districts”, “Development of a regulation setting out the requirements to the designing of LNG supply facilities”, “Methodological and regulatory support for the transition to the maintenance of gas distribution systems depending on their technical condition and tolerable operational risks”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 96.1 million Rubles   Management   For   For   For
  8.88    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analysis of changes in the properties and characteristics of polyethylene pipes of the existing gas pipelines which determine their service life”, “Development of OAO Gazprom gas facilities reconstruction and technical re- equipment program”, “Development of regulatory and methodological framework for the investigation and monitoring of the development of coal-methanol fields”, “Development of technological development plan for the Naryksko- Oshtankinskaya area with a separate experimental and commercial development stage”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 151.9 million Rubles   Management   For   For   For
  8.89    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of basic principles and methods for the development of minor-reserve fields in order to optimize hydrocarbon production costs using investment designing instruments on the basis of the project financing methods”, “Development of technological development plans for the experimental and commercial development of Cenomanian- Aptian deposits of the hydrocarbon fields of the Yamal Area of the Yamalo-Nenetsky Autonomous District”, “Development of a technological development plan for the Kshukskiy gas condensate field of the Kamchatka Territory”, “Development of methods of identification of carbon deposits high-permeability zones using a set of structural and geomorphic methods and remote sensing data”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 233 million Rubles   Management   For   For   For


  8.90    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analytical research to determine the cost of 1 km of drilling at OAO Gazprom fields and sites”, “Development multi-method geophysical technology of examination of a coal-methanol strip mine and oil shale”, “Information and analytical support of management processes in relation to distribution of gas to the customers in the regions of the Russian Federation, including monitoring of loading rate of gas pipeline branches and analysis of gas utilization permits issued by the local authorities of the constituent subjects of the Russian Federation”, “Development of general (standard) specifications and technical assignments in relation to the creation of national minor and non- conventional power supply facilities to procure supply of electric and heating power to OJSC Gazprom facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 107.7 million Rubles   Management   For   For   For
  8.91    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of methodological recommendations in relation to the determination of appropriate terms for the beginning of reconstruction of gas transportation facilities”, “Marketing research and determination of potential volumes, terms, cost and markets of the gas processed products, preparation of an opinion as to whether it is feasible to construct a gas condensate processing plant in the Republic of Buryatia and proposals in relation to the expansion of filling station chain and compressed gas vehicle fleet”, “Development of Gazprom Corporate Standard “Unified technical requirements to the selection of main boiler equipment for the heat-supply systems of OAO Gazprom”, “Development of Gazprom Corporate Standard “Regulations on the array of preventive maintenance repairs on the heat-and-power equipment of heat-supply systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 72.8 million Rubles   Management   For   For   For
  8.92    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects:   Management   For   For   For
     “Development of Gazprom Corporate Standard “Regulations on the start-up and commissioning of the heat-and-power equipment of heat-supply systems”, “Development of Gazprom Corporate Standard “OAO Gazprom Water Supply and Discharge System Operation Rules”, “Development of basic principles and methods for the exploration, development, and exploitation of minor-reserve fields in order to optimize hydrocarbon production costs”, “Energy Saving and Energy Efficiency Program in connection with power supply in Salekhard”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 82.6 million Rubles        


  8.93    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Concept for the development of the gas- chemical industry in the Yamalo-Nenetsky Autonomous District”, “Concept for the comprehensive development of power supplies in the Yamalo-Nenetsky Autonomous District”, “Substantiation of options for power supplies to priority customers among remote townships in the Yamalo-Nenetsky Autonomous District (Muzhi, Yar-Sale, Gyda, and Tolka)”, “Proposals for first-in-line facilities for the use of coal-bed methane on the basis of the master scheme for gas supplies and conversion to gas services in the Kemerovo Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 124.1 million Rubles   Management   For   For   For
  8.94    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Research into the possibility to use non- conventional gas-supply sources (coal-bed methane, gas hydrates, shale gas, small-sized fields, etc.). Relevant recommendations”, “Forecast as to the commissioning of a gas pipeline branch until 2030”, “Analysis of the possibility to employ innovative heat-recycling technologies for the compressor stations of OAO Gazprom with a view to raising energy efficiency”, “Preparation of proposals to increase the efficiency of using gas pipeline branches and gas-distribution systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 155.8 million Rubles   Management   For   For   For
  8.95    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Assessment of the possibility to use liquefied natural gas with a view to evening out seasonal vacillations in gas-distribution systems”, Preparation of a program for the reconstruction and technical re-equipment of gas facilities at the Gazprom group in 2012”, “Key directions for improvement of legal framework governing use of liquefied hydrogen gas, liquefied natural gas, and compressed natural gas in gasification”; “Preparation of regulatory documents to govern research to analyze technical risks in gas- distribution systems and proposals to reduce damage from accidents and emergencies” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 108.7 million Rubles   Management   For   For   For


  8.96    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the regulatory and methodological basis for increases in the energy efficiency of buildings and structures and to the utilization of fuel and energy resources at OAO Gazprom facilities”, “Preparation of procedures for preparing a reclamation plan for the construction of gas-transportation facilities”, “Assessment of potential damage to the natural environment (wildlife, flora, water biological, forest, land, and other resources), including, but not limited to, the effects of accidents, and the preparation of an integral program of nature- conservation and countervailing nature- conservation measures for all OAO Gazprom facilities during the development of gas- producing, gas-transportation, gas-processing, and gas-chemical capacities in Eastern Siberian and Far Eastern regions”, and “Preparation of methods for the assessment of financial and economic efficiency in the development of coal- methanol fields with due regard for public and regional effects” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 44 million Rubles   Management   For   For   For
  8.97    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of technical proposals for efficient power plant use on the basis of renewable energy sources and non-conventional hydrocarbon energy resources”, Preparation of collected labor cost estimates for the purposes of calculating the values of design and surveying works at OAO Gazprom facilities”, “Feasibility study of options for underground coal gasification (UCG) enterprises to generate electricity and produce a synthetic substitute natural gas (SNG)”, “Preparation of circuit designs and proposals for the future use of heat-pump devices using gas drives and new environmentally-friendly cooling agents at OAO Gazprom facilities and in the regional energy sectors”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 80.3 million Rubles   Management   For   For   For
  8.98    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of one year after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of draft programs to put motor transport and agricultural machinery to using gas motor fuel in Sakhalin, in Khabarovsk, Primorsk, and Kamchatka provinces”, “Preparation of   Management   For   For   None
     feasibility studies and proposals to develop the LPG filling station network, and a fleet of vehicles driven by natural gas, while developing the fields of Yamal, in the cities of Nadym and Novy Urengoy” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 60 million Rubles        


  8.99    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes within the period from the execution date and up to July 1, 2015, following OAO Gazprom’s instructions, to provide services related to the evaluation of current level of gasification of the Russian regions, and OAO Gazprom will make payments for a total of up to 26.1 million Rubles   Management   For   For   Case By Case
  8.100    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of collections of estimated prices for the equipment, inventory and fuel, used in the construction of wells as of January 1, 2012”, “Increase of seismic resolution using second harmonics at coal-methanol deposits of Kuzbass”, Preparation of feasibility studies and proposals to streamline expenses and reduce the cost of production coalbed methane”, “Updating of financial and economic substantiation for favorable investment climate in order to implement the program of coalbed methane production in Kuzbass”, Preparation of the program for synchronization of works on preliminary degassing of coal beds, through production of methane within mining allocations of coal producing enterprises, taking into account the development prospects of gas and coal production businesses up to 2030”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 54.08 million Rubles   Management   For   For   Case By Case
  8.101    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of regulatory framework for use of geosynthetics at OAO Gazprom’s facilities”, “Updating of project indicators and project solutions for the development of Kovykta and Chikansky gas and condensate fields”, “Adjustment of the General Scheme of Gas Supplies and Gasification of Irkutsk Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 135.14 million Rubles   Management   For   For   Case By Case


  8.102    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Review of OAO Gazprom Standard 2-1.13-317- 2009 “Graphic display of facilities of the unified gas supply system on the process flow charts”, and development of sections on graphic display of equipment on the layouts of facilities involved in gas production, underground storage and processing”, “Amending OAO Gazprom Standard 2-1.11-070-206 “Methodological guidelines for selection of the neutral grounding regime within the electric networks of 6 and 10 kW of voltage by OAO Gazprom subsidiaries and group companies”, “Development of OAO Gazprom Standard “Use of power cables made of crosslinked polyethylene”, “Amending OAO Gazprom Standard “Categorization of electrical receivers used at OAO Gazprom industrial facilities to replace OAO Gazprom Standard 2- 6.2-149-2007 “Development of industrial regulation on the use of low-temperature resistant heat carriers within the head supply systems”, “Development of proposals on the use of distribution heating systems at OAO Gazprom’s facilities, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 64 million Rubles   Management   For   For   Case By Case
  8.103    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of 18 months after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in maintaining the information portal of the Office for Conversion to Gas Services and Gas Uses in order to monitor, diagnose, and manage gas facilities, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 3.7 million Rubles   Management   For   For   Case By Case
  8.104    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprom EP International B.V. (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 841.34 thousand U.S. Dollars, or its equivalent in Rubles, Euros or other currency   Management   For   For   Case By Case
  8.105    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom Gazoraspredeleniye within the time from its execution and up to December 31, 2013,   Management   For   For   Case By Case


     acting upon OAO Gazprom’s instructions, undertakes to provide services involved in the organization and conduct of a conference on distribution and gas consumption, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 2.2 million Rubles        
  8.106    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, 807840, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 4.248 million Rubles   Management   For   For   Case By Case
  8.107    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromviet, OOO Gaz-Oil, ZAO Yamalgazinvest, and the Gazpromipoteka foundation (“Licensees”), pursuant to which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002) , on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensees’ corporate seals, or in the Internet, or in the Licensees’ trade names, and the Licensees will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 16.992 million Rubles   Management   For   For   Case By Case


  8.108    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazenergoset whereby OAO Gazprom provides to OAO Gazprom Gazenergoset for temporary use facilities of the KS Portovaya NGV-refuelling compressor station (technological gas pipelines, and the site of the station itself), facilities of KS Elizavetinskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, on-site communication lines, sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear), as well as the facilities of KS Volkhovskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, , sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear, communications lines and alarm system), located in the Leningrad Region, Vsevolzhsky District, for a term of not more than 12 months, and OAO Gazprom will make payments for the use of the property for up to 25.7 million Rubles   Management   For   For   For
  8.109    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye (“Licensee”), pursuant to which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 174.168 million Rubles   Management   For   For   For
  8.110    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Neft (the “Licensee”), pursuant to which the Licensee is entitled, subject to prior written consent from   Management   For   For   For


     OAO Gazprom, to enter into sublicense agreements with third persons (“Sublicensees”) to use the following trademarks of OAO Gazprom: as registered in the blue, and white color /color combination in the State Register of Trade Marks and Service Marks of the Russian Federation, (certificates of trademarks (service marks) No. 441154 of July 18, 2011, No. 441095 of July 15, 2011, No. 441094 of July 15, 2011, and No. 441175 of July 18, 2011), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay a license fee up to an aggregate maximum amount of 566.4 million Rubles        
  8.111    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, pursuant to which OAO Gazprom will grant OAO Vostokgazprom temporary possession and use of an M-468R special-purpose communications installation for a period not exceeding 12 months, and OAO Vostokgazprom will make payment for using such property up to a maximum amount of 274,000 Rubles   Management   For   For   For
  8.112    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and Societe General, whereby OAO Gazprom assumes an obligation to Societe Generale to secure the performance by OOO Gazprom export of its obligations under a direct contract in connection with the agreement for transportation of gas between Nord Stream AG and OOO Gazprom export, entered into between OOO Gazprom export, Nord Stream AG and Societe Generale (hereinafter, Transportation Direct Contract) including obligations to pay a termination fee in accordance with the terms of the Transportation Direct Contract, for a total amount of up to 12.094 billion Euros   Management   For   For   For
  8.113    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” regarding receipt by OAO Gazprom of funds with a maximum amount of 6 billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For


  8.114    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 140 billion cubic meters and OAO NOVATEK will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 224 billion Rubles   Management   For   For   None
  8.115    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will deliver, and OOO Gazprom Mezhregiongaz will accept (take off), gas in an aggregate maximum amount of 305 billion cubic meters (subject to applicable monthly delivery deadlines) with an aggregate maximum amount of 1.240 trillion Rubles   Management   For   For   None
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE EL-ECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING.-PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED. PLEASE CON-TACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT FOR RESOLUTION 9, 11 DIRECTORS WILL BE ELECTED OUT OF THE 12-CANDIDATES..   Non-Voting       None
     Comments-Non Voting Agenda Item
  9.1    Elect the following person to the Board of Directors of OAO “Gazprom”: Andrei Igorevich Akimov   Management   Abstain   Against   None
  9.2    Elect the following person to the Board of Directors of OAO “Gazprom”: Farit Rafikovich Gazizullin   Management   Abstain   Against   None
  9.3    Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Alekseevich Zubkov   Management   Abstain   Against   None
  9.4    Elect the following person to the Board of Directors of OAO “Gazprom”: Elena Evgenievna Karpel   Management   Abstain   Against   None
  9.5    Elect the following person to the Board of Directors of OAO “Gazprom”: Timur Kulibaev   Management   Abstain   Against   None
  9.6    Elect the following person to the Board of Directors of OAO “Gazprom”: Vitaly Anatolyevich Markelov   Management   Abstain   Against   None
  9.7    Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Georgievich Martynov   Management   Abstain   Against   None
  9.8    Elect the following person to the Board of Directors of OAO “Gazprom”: Vladimir Alexandrovich Mau   Management   Abstain   Against   None
  9.9    Elect the following person to the Board of Directors of OAO “Gazprom”: Aleksey Borisovich Miller   Management   Abstain   Against   None
  9.10    Elect the following person to the Board of Directors of OAO “Gazprom”: Valery Abramovich Musin   Management   For   For   None
  9.11    Elect the following person to the Board of Directors of OAO “Gazprom”: Mikhail Leonidovich Sereda   Management   Abstain   Against   None
  9.12    Elect the following person to the Board of Directors of OAO “Gazprom”: Igor Khanukovich Yusufov   Management   Abstain   Against   None
  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 11 CANDIDATES TO BE ELECTED AS AUDIT COMMI-SSION MEMBERS, THERE ARE ONLY 9 VACANCIES AVAILABLE TO BE FILLED AT THE MEETIN-G. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHO-OSE, YOU ARE REQUIRED TO VOTE FOR ONLY 9 OF THE 11 AUDIT COMMISSION MEMBERS. T-HANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  10.1    Elect the following person to the Audit Commission of OAO “Gazprom”: Dmitry Aleksandrovich Arkhipov   Management       None
  10.2    Elect the following person to the Audit Commission of OAO “Gazprom”: Andrei Viktorovich Belobrov   Management   For   For   None


  10.3    Elect the following person to the Audit Commission of OAO “Gazprom”: Vadim Kasymovich Bikulov   Management   For   For   None
  10.4    Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksey Borisovich Mironov   Management   For   For   None
  10.5    Elect the following person to the Audit Commission of OAO “Gazprom”: Lidiya Vasilievna Morozova   Management   For   For   None
  10.6    Elect the following person to the Audit Commission of OAO “Gazprom”: Anna Borisovna Nesterova   Management   For   For   None
  10.7    Elect the following person to the Audit Commission of OAO “Gazprom”: Georgy Avtandilovich Nozadze   Management   For   For   None
  10.8    Elect the following person to the Audit Commission of OAO “Gazprom”: Yury Stanislavovich Nosov   Management       None
  10.9    Elect the following person to the Audit Commission of OAO “Gazprom”: Karen Iosifovich Oganyan   Management   For   For   None
  10.10    Elect the following person to the Audit Commission of OAO “Gazprom”: Maria Gennadievna Tikhonova   Management   For   For   None
  10.11    Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksandr Sergeyevich Yugov   Management   For   For   None
  CMMT    REMINDER PLEASE NOTE IN ORDER TO VOTE ON THE FULL MEETING AGENDA YOU MUST ALSO-VOTE ON MEETING ID 999132 WHICH CONTAINS RESOLUTIONS 1 TO 8.71.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT.IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y-OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS  

1000-3

  NORTHERN TRUST   807,570     15-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703926519 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Approve the Annual Report of OAO Gazprom for 2011   Management   For   For   For
  2    Approve the annual accounting statements, including the profit and loss report of the Company based on the results of 2011   Management   For   For   For
  3    Approve the distribution of profit of the Company based on the results of 2011   Management   For   For   For
  4    Approve the amount of, time for and form of payment of annual dividends on the Company’s shares that have been recommended by the Board of Directors of the Company   Management   For   For   For
  5    Approve Closed Joint Stock Company PricewaterhouseCoopers Audit as the Company’s auditor   Management   For   For   For
  6    Pay remuneration to members of the Board of Directors in the amounts recommended by the Board of Directors of the Company   Management   Against   Against   Against
     Comments-Fees are excessive
  7    Pay remuneration to members of the Audit Commission in the amounts recommended by the Board of Directors of the Company   Management   For   For   For


  8.1    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding receipt by OAO Gazprom of funds with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.2    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Bank VTB regarding receipt by OAO Gazprom of funds with a maximum amount of one billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.3    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.4    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Sberbank of Russia, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For


  8.5    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Bank VTB, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 30 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.6    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under Loan Facility Agreement No. ID00117/9 dated July 16, 2009 between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 100 million U.S. Dollars, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the London Interbank Offered Rate (LIBOR) established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.7    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 10 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.8    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which Gazprombank (Open Joint Stock Company) will accept and credit, upon the terms and conditions announced by it, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts, acting upon OAO Gazprom’s instructions, as well as agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding maintenance in the account of a non- reducible balance with a maximum amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, with interest to be paid by the bank at a rate not lower than 0.1% per annum in the relevant currency   Management   For   For   For


  8.9    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will accept and credit, upon the terms and conditions announced by the banks, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts acting upon OAO Gazprom’s instructions   Management   For   For   For
  8.10    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will provide services to OAO Gazprom making use of electronic payments system of the respective bank, including receipt from OAO Gazprom of electronic payment documents for executing payment operations through the accounts, provision of electronic statements of accounts and conduct of other electronic document processing, and OAO Gazprom will make payment for the services provided at the tariffs of the respective bank effective at the time of the provision of the services   Management   For   For   For
  8.11    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under General Agreement on the Conduct of Conversion Operations No. 3446 between OAO Gazprom and the bank dated September 12, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.12    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and OAO Bank VTB to be entered into under General Agreement on the Conduct of Conversion Operations No. 1 between OAO Gazprom and the bank dated July 26, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.13    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes - in the event that any harm is caused to the life or health of OAO Gazprom’s employees (“insured persons”) as a result of an accident that occurs during the insured period or a disease having been diagnosed during the effective period of the respective agreements (“insured events”), to make an insurance payment to the insured person or to the person designated by him (her) as his (her) beneficiary or to the heirs of the insured person (beneficiaries), up to an aggregate insurance amount of 680 billion Rubles, while OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 60 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.14    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and OAO Bank VTB and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.15    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and Gazprombank (Open Joint Stock Company) and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.16    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities in connection with the subsidiary companies challenging such tax authorities’ claims in court, with an aggregate maximum amount equivalent to 500 million U.S. Dollars and for a period not exceeding 14 months   Management   For   For   For
  8.17    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities to secure obligations of the above-mentioned companies to pay excise taxes in connection with exports of excisable oil products and eventual penalties, with a maximum amount of 1.8 billion Rubles and for a period not exceeding 18 months   Management   For   For   For
  8.18    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz whereby OAO Gazprom grants to OAO Beltransgaz temporary possession of Yamal- Europe trunk gas pipeline facilities and the relevant machinery located in the Republic of Belarus, for a term of not more than 3 years, and OAO Beltransgaz makes payments for the use of property in the amount not exceeding 270 million U.S. Dollars   Management   For   For   For


  8.19    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OAO Gazprom will grant OOO Gazpromtrans temporary possession and use of the infrastructure facilities of the railway stations of the Surgutskiy Condensate Stabilization Plant, of the Sernaya railway station and of the Tvyordaya Sera railway station, the facilities of the railway station situated in the town of Slavyansk-na-Kubani, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazpromtrans Level (ERP)” and “Registration and Analysis of Data on Non-Core Assets (RADA) within the OAO Gazprom System at OOO Gazpromtrans Level” for a period not exceeding 12 months, and OOO Gazpromtrans will make payment for using such property up to a maximum amount of 200 million Rubles   Management   For   For   For
  8.20    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and DOAO Tsentrenergogaz of OAO Gazprom, pursuant to which OAO Gazprom will grant DOAO Tsentrenergogaz of OAO Gazprom temporary possession and use of the building and equipment of the repair and machining shop at the home base of the oil and gas production department for the Zapolyarnoye gas-oil- condensate field, situated in the Yamalo- Nenetskiy Autonomous Area, Tazovskiy District, township of Novozapolyarnyi, and the building and equipment of the repair and machining shop at the Southern Regional Repair Base, situated in the Stavropolskiy Province, town of Izobilnyi, for a period not exceeding 12 months, and DOAO Tsentrenergogaz of OAO Gazprom will make payment for using such property up to a maximum amount of 113.2 million Rubles   Management   For   For   For
  8.21    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Gazprom will grant OAO Tsentrgaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Tsentrgaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Tsentrgaz Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OAO Tsentrgaz Level” and “Electronic Archive Module at OAO Tsentrgaz Level” for a period not exceeding 12 months, and OAO Tsentrgaz will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.22    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom will grant OAO Gazprom Promgaz temporary possession and use of experimental prototypes of gas-using equipment (self-contained modular boiler installation, recuperative air heater, mini- boiler unit, radiant panel heating system, U- shaped radiant tube, modularized complete full- function small-sized gas and water treatment installations for coal bed methane extraction wells, well-head equipment, borehole enlargement device, and pressure core sampler)   Management   For   For   For


     located in the Rostov Region, town of Kamensk- Shakhtinsky, and the KemerovO Region, city of Novokuznetsk, an aerospace data processing software and equipment complex, as well as experimental model “Automated Information System “Monitoring”, an experimental model of the data collection, transmission and display station, as well as experimental models of the automatic environmental control station to be used in residential and industrial areas, for a period not exceeding 12 months, and OAO Gazprom Promgaz will make payment for using such property up to a maximum amount of 3.7 million Rubles        
  8.23    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant Gazprombank (Open Joint Stock Company) temporary possession and use of the non-residential premises in a building that are situated at 31 Lenina Street, Yugorsk, Tyumen Region and are used to house a branch of Gazprombank (Open Joint Stock Company), with a total floor space of 1,600 square meters, and the plot of land occupied by the building and required for the use of that building, with an area of 3,371 square meters, for a period not exceeding 12 months, and Gazprombank (Open Joint Stock Company) will make payment for using such property up to a maximum amount of 2 million Rubles   Management   For   For   For
  8.24    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neftekhim Salavat, pursuant to which OAO Gazprom will grant OAO Gazprom Neftekhim Salavat temporary possession and use of the gas condensate pipeline running from the Karachaganakskoye gas condensate field to the Orenburg Gas Refinery for a period not exceeding 12 months, and OAO Gazprom Neftekhim Salavat will make payment for using such property up to a maximum amount of 240,000 Rubles   Management   For   For   For
  8.25    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Rosselkhozbank, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 50 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.26    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OAO Gazprom will grant OOO Gazprom Export temporary possession and use of the software and hardware solutions “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Export Level” and “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Export Level” for a period not exceeding 12 months, and OOO Gazprom Export will make payment for using such property up to a maximum amount of 1.5 million Rubles   Management   For   For   For


  8.27    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will grant OAO Gazprom Neft temporary possession and use of an M-468R special-purpose communications installation, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Neft Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Neft Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OAO Gazprom Neft Level” and “Electronic Archive Module at OAO Gazprom Neft Level” for a period not exceeding 12 months, and OAO Gazprom Neft will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.28    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom will grant OAO Gazprom Space Systems temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Space Systems Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Space Systems Level” and “Electronic Archive Module at OAO Gazprom Space Systems Level” for a period not exceeding 12 months, and OAO Gazprom Space Systems will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.29    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which OAO Gazprom will grant ZAO Yamalgazinvest temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Yamalgazinvest Level (ERP)” and “Electronic Archive Module at ZAO Yamalgazinvest Level” for a period not exceeding 12 months, and ZAO Yamalgazinvest will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.30    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which OAO Gazprom will grant ZAO Gazprom Invest Yug temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gazprom Invest Yug Level (ERP)” and “Electronic Archive Module at ZAO Gazprom Invest Yug Level” for a period not exceeding 12 months, and ZAO Gazprom Invest Yug will make payment for using such property up to a maximum amount of 4.1 million Rubles   Management   For   For   For
  8.31    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will grant OOO Gazprom Mezhregiongaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Mezhregiongaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Mezhregiongaz Level”, “System of   Management   For   For   For


     Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Mezhregiongaz Level” and “Electronic Archive Module at OOO Gazprom Mezhregiongaz Level” for a period not exceeding 12 months, and OOO Gazprom Mezhregiongaz will make payment for using such property up to a maximum amount of 4 million Rubles        
  8.32    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsiya, pursuant to which OAO Gazprom will grant OOO Gazprom Komplektatsiya temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Komplektatsiya Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Komplektatsiya Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Komplektatsiya Level” and “Electronic Archive Module at OOO Gazprom Komplektatsiya Level” for a period not exceeding 12 months, and OAO Gazprom Komplektatsiya will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.33    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OAO Gazprom will grant OOO Gazprom Tsentrremont temporary possession and use of the software and hardware complexes “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Tsentrremont Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Tsentrremont Level”, and “Electronic Archive Module at OOO Gazprom Tsentrremont Level” for a period not exceeding 12 months, and OOO Gazprom Tsentrremont will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.34    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which OAO Gazprom will grant ZAO Gazprom telecom temporary possession and use of communications facilities comprised of buildings, communications lines, communications networks, cable duct systems and equipment, which are located in the city of Moscow, the city of Saint Petersburg, the city of Maloyaroslavets, the city of Rostov-on-Don, the city of Kaliningrad, the Moscow Region and the Smolensk Region of the Russian Federation, and in the territory of the Republic of Belarus, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gaztelecom Level (ERP)” and “Electronic Archive Module at ZAO Gaztelecom Level” for a period not exceeding 12 months, and ZAO Gaztelecom will make payment for using such property up to a maximum amount of 389 million Rubles   Management   For   For   For
  8.35    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, whereby OAO Gazprom Promgaz undertakes to provide services to OAO Gazprom in respect of the development of the schedule of events to transition to the operation of gas distribution systems on the basis of their actual technical condition, within 18 months from the date of execution, and OAO Gazprom will make payments for such services up to a maximum amount of 9.7 mln Rubles   Management   For   For   For


  8.36    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom will grant OAO Gazprom Gazoraspredeleniye temporary possession and use of the property complex of a gas-distribution system comprised of facilities intended for the transportation and feeding of gas directly to consumers (gas pipeline branches, distribution gas pipelines, inter-township and intra-street gas pipelines, high-, medium-, and low-pressure gas pipelines, gas control units, and buildings), and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazpromregiongaz Level (ERP) “, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) (Second Phase) at OAO Gazpromregiongaz Level”, and “Electronic Archive Module at OAO Gazpromregiongaz Level” for a period not exceeding 12 months, and OAO Gazprom Gazoraspredeleniye will make payment for using such property up to a maximum amount of 951.3 million Rubles   Management   For   For   For
  8.37    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Druzhba, pursuant to which OAO Gazprom will grant OAO Druzhba temporary possession and use of the facilities of Druzhba vacation center (hotels, effluent treatment facilities, transformer substations, entrance checkpoints, cottages, utility networks, metal fences, parking areas, ponds, roads, pedestrian crossings, sites, sewage pumping station, sports center, roofed ground-level arcade, servicing station, diesel- generator station, boiler house extension, storage facility, Fisherman’s Lodge, garage, garage with administrative and amenity building, stela, as well as service machinery, equipment, furniture and accessories) situated in the Moscow Region, Naro-Fominsk District, village of Rogozinino, for a period not exceeding 5 years, and OAO Druzhba will make payment for using such property up to a maximum amount of 1816.5 million Rubles   Management   For   For   For
  8.38    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Investproekt, whereby OOO Gazprom Investproekt undertakes to provide to OAO Gazprom research, analytical, consulting, organizational, and management services in the sphere of organizational and contractual structuring of projects, arrangement of borrowings, supervision of target application, and timely commissioning of sites as part of various investment projects, acting in the interests of OAO Gazprom, within 5 years from the date of execution, and OAO Gazprom will make payments for the services for up to 2.500 million Rubles   Management   For   For   For
  8.39    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OOO Gazprom Export undertakes, acting upon OAO Gazprom’s instructions and for a total fee not exceeding 300 million Rubles, in its own name, but for OAO Gazprom’s account, to accept commercial products owned by OAO Gazprom, including crude oil, gas condensate, sulphur and refined products (gasoline, liquefied gases, diesel oil, fuel oil etc.) and sell them in the market outside the territory of the Russian Federation, in the amount not exceeding 6.5 million tons for the sum not exceeding 71 billion Rubles   Management   For   For   For


  8.40    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Northgas, pursuant to which ZAO Northgas will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 70 million cubic meters, deliverable on a monthly basis, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 102 million Rubles   Management   For   For   For
  8.41    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Severneftegazprom, pursuant to which OAO Severneftegazprom will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 30 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 48.6 billion Rubles   Management   For   For   For
  8.42    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO NOVATEK will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 40 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 81.1 billion Rubles   Management   For   For   For
  8.43    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 4 billion cubic meters across the territory of the Russian Federation and the Republic of Kazakhstan, and OOO Gazprom Mezhregiongaz will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 7.8 billion Rubles   Management   For   For   For
  8.44    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tomskgazprom, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 3.5 billion cubic meters, and OAO Tomskgazprom will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 2 billion Rubles   Management   For   For   For
  8.45    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 7 billion cubic meters and OAO Gazprom Neft will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 6.3 billion Rubles   Management   For   For   For


  8.46    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the injection of gas owned by OAO NOVATEK into underground gas storage facilities and its storage in such facilities in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for gas injection and storage up to an aggregate maximum amount of 10.75 billion Rubles, as well as OAO Gazprom will provide services related to arranging for the off-taking from underground gas storage facilities of the gas owned by OAO NOVATEK in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for the off-taking of gas up to an aggregate maximum amount of 614.06 million Rubles   Management   For   For   For
  8.47    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which the bank will provide guarantees to the customs authorities of the Russian Federation in regard to the obligations of OAO Gazprom as a customs broker (representative) to the extent concerning the payment of customs duties and eventual interest and penalties up to a maximum amount of 1 million Euros, with a fee due to the bank at a rate not exceeding 1% per annum of the amount of the guarantee   Management   For   For   For
  8.48    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom undertakes, acting on behalf of OOO Gazprom Mezhregiongaz and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OOO Gazprom Mezhregiongaz undertakes to pay for such services in the amount not exceeding 3,000 Rubles per cargo customs declaration, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 170,000 Rubles   Management   For   For   For
  8.49    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO NOVATEK and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO NOVATEK undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 42.7 million Rubles   Management   For   For   For
  8.50    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO Gazprom Neft and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO Gazprom Neft undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 960,000 Rubles   Management   For   For   For


  8.51    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Kaunas Heat- Electric Generating Plant whereby OAO Gazprom will sell, and ZAO Kaunas Heat-Electric Generating Plant will buy in 2013 not less than 410 million cubic meters of gas, for a total of up to 185 million Euros   Management   For   For   None
  8.52    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and a/s Latvijas Gaze, pursuant to which OAO Gazprom will sell, and a/s Latvijas Gaze will purchase, gas in the amount not exceeding 1.5 billion cubic meters for an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which a/s Latvijas Gaze will provide services related to injection into and storage in the Incukalna underground gas storage facility of gas owned by OAO Gazprom, and related to its off-taking and transportation across the territory of the Republic of Latvia in 2013 in the following amounts: services related to the injection of gas into storage facility and services related to storage of gas and its off- taking-in the amount not exceeding 900 million cubic meters, and services related to the transportation of gas-in the amount not exceeding 1.8 billion cubic meters, and OAO Gazprom will make payment for such services up to an aggregate maximum amount of 22.1 million Euros   Management   For   For   None
  8.53    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AB Lietuvos Dujos, pursuant to which OAO Gazprom will sell, and AB Lietuvos Dujos will purchase, gas in the amount not exceeding 1.5 billion cubic meters with an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which AB Lietuvos Dujos will provide services related to the transportation of gas in transport mode across the territory of the Republic of Lithuania in the amount not exceeding 2.5 billion cubic meters in 2013 and OAO Gazprom will make payment for the gas transportation services up to an aggregate maximum amount of 12.35 million Euros   Management   For   For   None
  8.54    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AO Moldovagaz, pursuant to which OAO Gazprom will sell and AO Moldovagaz will purchase gas in the amount not exceeding 10.4 billion cubic meters for an aggregate maximum amount of 3.9 billion U.S. Dollars in 2012 - 2014 and pursuant to which AO Moldovagaz will provide services related to the transportation of gas in transport mode across the territory of the Republic of Moldova in the amount not exceeding 70 billion cubic meters in 2012 - 2014, and OAO Gazprom will make payment for services related to the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 172 million U.S. Dollars   Management   For   For   None


  8.55    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and KazRosGaz LLP, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of 8 billion cubic meters of gas in 2013, and KazRosGaz LLP will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 40 million U.S. Dollars   Management   For   For   None
  8.56    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz, pursuant to which OAO Gazprom sells, and OAO Beltransgaz buys, gas in 2013 in the amount not exceeding 23 billion cubic meters with an aggregate maximum amount of 4.1 billion U.S. Dollars and pursuant to which OAO Beltransgaz in 2013 will provide gas-transportation services in the transit mode in the territory of the Republic of Belarus in an aggregate maximum amount of 60 billion cubic meters, while OAO Gazprom will make payment for such services of transporting gas by trunk gas pipelines up to an aggregate maximum amount of 570 million U.S. Dollars   Management   For   For   None
  8.57    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and GAZPROM Germania GmbH, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of natural gas owned by GAZPROM Germania GmbH across the territory of the Republic of Kazakhstan, the Republic of Uzbekistan, the Russian Federation, and the Republic of Belarus in the amount not exceeding 2 billion cubic meters, and GAZPROM Germania GmbH will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 55 million U.S. Dollars   Management   For   For   None
  8.58    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.24 billion Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.59    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 5.66 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” startup and commissioning work   Management   For   For   None


  8.60    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.06 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.61    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, acting upon OAO Gazprom’s instructions, for a fee with an aggregate maximum amount of 7.41 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.62    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom Space Systems undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to the implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 170 thousand Rubles   Management   For   For   None
  8.63    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which ZAO Gazprom telecom undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 130 thousand Rubles   Management   For   For   None
  8.64    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 4,109.9 million Rubles   Management   For   For   None


  8.65    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 320.53 million Rubles   Management   For   For   None
  8.66    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Master Agreement on conversion forward and swap transactions between OAO Gazprom and OAO Bank VTB, as well as currency forward and swap transactions between OAO Gazprom and OAO Bank VTB entered into under the Master Agreement, up to the maximum amount of 300 million US Dollars or its equivalent in Rubles, Euro or any other currency for each transaction   Management   For   For   None
  8.67    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Deposit transactions procedure agreement between OAO Gazprom and OAO Rosselkhozbank as well as deposit transactions between OAO Gazprom and OAO Rosselkhozbank thereunder, up to the maximum amount of 30 billion Rubles or its equivalent in any other currency for each transaction, at the rate of at least the product of 0.8 and the reference offer rate for loans (deposits) in Rubles in the Moscow money market (MosPrime Rate) for the relevant maturity, for transactions in Rubles, or the product of 0.8 and LIBOR for the relevant maturity, for transactions in a foreign currency   Management   For   For   None
  8.68    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 777.15 million Rubles   Management   For   For   None
  8.69    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Tsentrgaz undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 500 thousand Rubles   Management   For   For   None


  8.70    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsia, pursuant to which OOO Gazprom Komplektatsia undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, for a total fee not exceeding 150 million Rubles, in its own name, but for the account of OAO Gazprom, to provide services related to supplies of well- repair equipment for the specialized subsidiaries of OAO Gazprom   Management   For   For   None
  8.71    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of loss or destruction of, or damage to, including deformation of the original geometrical dimensions of the structures or individual elements of, machinery or equipment; linear portions, technological equipment and fixtures of trunk gas pipelines, petroleum pipelines or refined product pipelines; property forming part of wells; natural gas held at facilities of the Unified Gas Supply System in the course of transportation or storage in underground gas storage reservoirs (“insured property”), as well as in the event of losses incurred by OAO Gazprom as a result of an interruption in production operations due to destruction or loss of or damage to insured property (“insured events”), to make payment of insurance compensation to OAO Gazprom or OAO Gazprom’s subsidiary companies to which the insured property has been leased (beneficiaries) up to the aggregate insurance amount not exceeding 10 trillion Rubles in respect of all insured events, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 5.5 billion Rubles, with each agreement having a term of one year   Management   For   For   None
  CMMT    PLEASE NOTE THAT THIS AGENDA IS CONTINUED ON MEETING 100215, WHICH WILL CONTAI-N RESOLUTION ITEMS 8.72 TO 10.11. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HEK01   EMERGING MARKETS   1000-3   NORTHERN TRUST   807,570     15-Jun-2012   18-Jun-2012

Harding, Loevner Funds, Inc. Institutional Emerging Markets Portfolio (203)

    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Jul-2011
  ISIN   BRHYPEACNOR0    Agenda   703191534 - Management
  Record Date      Holding Recon Date   05-Jul-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   29-Jun-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  A    Change of the corporate head office of the company, from Avenida Juscelino Kubitscchek, 1217, Casa 07, Vila Nova Conceicao, Zip code 04543.090, in the city of Sao Paulo, State of Sao Paulo, to Rua Nova Cidade, 404, Vila Olimipa, Zip code 04547.070, in the city of Sao Paulo, State of Sao Paulo, with the consequent amendment of article 2 of the corporate bylaws of the company   Management   No Action     None
  B    Amendment of article 3 of the corporate bylaws of the company, in such a way as to include in the corporate purpose of the company the activity of manufacturing brushes, tweezers and brooms   Management   No Action     None


  C    Amendment of article 5 of the corporate bylaws of the company, to reflect the increase of the share capital of the company, carried out within the limit of the authorized capital, in the total amount of BRL 5,821,917.29, through the issuance of 924,595 common, nominative, book entry shares with no par value, as approved at the meetings of the board of directors of the company held on April 4, 2011, and April 13, 2011, as a result of the exercise of the stock purchase options for shares issued by the company, within the framework of the stock purchase option programs for 2008 and 2009, created within the context of the company stock purchase option plan approved at the extraordinary general meeting of the company held on December 29, 2008, in such a way that the share capital of the company has come to be CONTD   Management   No Action   None
  CONT    CONTD BRL 5,227,016,724.63, divided into 626,784,912 common, nominative, book-entry shares with no par value   Non-Voting     None
  D    Approval of the consolidation of the corporate bylaws of the company, in the event that the proposed amendments to articles 2, 3 and 5 of the corporate bylaws of the company are approved   Management   No Action   None
  E    Establishment of the aggregate and annual remuneration of the managers of the company   Management   No Action   None
  F    Rectification of the exhibits contained in the following corporate documents I. Minutes of the extraordinary general meeting of the company held on December 29, 2008, duly registered with the Sao Paulo state board of trade, Jucesp, under number 60.755.09.0 on February 12, 2009, from here onwards the EGM of December 29, 2008, which approved, among other matters, the acquisition of Ceil Comercio e Distibuidora Ltda. from here onwards Ceil Distribuidora, by the company, and II. Amendment of the articles of incorporation of Brazilian Haze Industria e Comercio Ltda. from here onwards Brazilian haze, dated May 30, 1996, duly filed with the Jucesp under number 29.344.96.3 on June 18, 1996, which approved the acquisition of Ceil Comercial, Exportadora, Industrial Ltda. from here onwards Ceil Exportadora, by Brazilian Haze, in CONTD   Management   No Action   None
  CONT    CONTD such a way as to state in the mentioned documents the description of-the real property owned by the former and extinguished Ceil Exportadora, for-purposes of recording and registration of the transfers of the real property-to the company as a result of the acquisition of Ceil Distribuidora, the-legal successor by merger of Ceil Exportadora, at the competent real estate- registry offices   Non-Voting     None
  G    Confirmation and ratification of all the other resolutions approved at the EGM of December 29, 2008, and in the amendment of the articles of incorporation of Brazilian Haze   Management   No Action   None
  H    Authorization for the managers of the company to do all the acts necessary to effectuate the resolutions proposed and approved by the shareholders of the company   Management   No Action   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01   INSTITUTIONAL EMERGING MKTS   1000-4   NORTHERN TRUST   344,900     27-Jun-2011   27-Jun-2011
    TURKIYE GARANTI BANKASI AS, ISTANBUL
  Security   M4752S106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   14-Jul-2011
  ISIN   TRAGARAN91N1    Agenda   703138594 - Management
  Record Date      Holding Recon Date   12-Jul-2011
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   24-Jun-2011
  SEDOL(s)   4361617 - B032YF5 - B03MYP5 - B03N2W1 - B04KF33    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU- HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU.   Non-Voting       None
  1    Opening and formation of the board of presidency   Management   No Action     For
  2    Authorization of the board of presidency for the execution of the minutes of the Extraordinary General Shareholders Meeting   Management   No Action     For
  3    Submitting approval of general assembly for the assignment made to the empty board membership in order to fulfill the remaining duty period   Management   No Action     For
  4    Amendment on the 18th article of the main agreement   Management   No Action     For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

  HET01   INSTITUTIONAL EMERGING MKTS   1000-4   NORTHERN TRUST   1,161,700     27-Jun-2011   27-Jun-2011
    BAJAJ AUTO LTD, PUNE
  Security   Y05490100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Jul-2011
  ISIN   INE917I01010    Agenda   703186292 - Management
  Record Date      Holding Recon Date   12-Jul-2011
  City / Country   PUNE / India    Vote Deadline Date   30-Jun-2011
  SEDOL(s)   B2QKXW0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To consider and adopt the audited balance sheet as at 31 March 2011 and the profit and loss account for the year ended 31 March 2011 and the directors’ and auditors’ reports thereon   Management   For   For   None
  2    To declare a dividend   Management   For   For   None
  3    To appoint a director in place of Nanoo Pamnani, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   None
  4    To appoint a director in place of Manish Kejriwal, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   None
  5    To appoint a director in place of P Murari, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   None
  6    To appoint a director in place of Niraj Bajaj, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   None
  7    To appoint auditors of the company for the period commencing from the conclusion of this annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration   Management   For   For   None
  8    Resolved that pursuant to the provisions of section 309 and other applicable provisions, if any, of the Companies Act, 1956, a sum not exceeding one percent per annum of the net profits of the company, calculated in accordance with the provisions of sections 198, 349 and 350 of the Companies Act, 1956 be paid to and distributed amongst the directors of the company or some or any of them (other than the managing director and whole-time directors) in such amounts, subject to such ceiling/s and in such manner and in such respects as may be decided by the board of directors and such payments shall be made in respect of the profits of the company for each year for a period of five years commencing 1 April 2011   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01   INSTITUTIONAL EMERGING MKTS   1000-4   NORTHERN TRUST   162,100     28-Jun-2011   30-Jun-2011
    DABUR INDIA LTD
  Security   Y1855D140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-Jul-2011
  ISIN   INE016A01026    Agenda   703162127 - Management
  Record Date      Holding Recon Date   13-Jul-2011
  City / Country   NEW DELHI / India    Vote Deadline Date   01-Jul-2011
  SEDOL(s)   6297356 - B01YVK7    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2011 and Profit and Loss Account for the year ended on that date along with the Reports of Auditors and Directors thereon   Management   For   For   None
  2    To confirm the interim dividend already paid and declare final dividend for the financial year ended 31st March, 2011   Management   For   For   None
  3    To appoint a Director in place of Mr. R C Bhargava who retires by rotation and being eligible offers himself for re-appointment   Management   For   For   None
  4    To appoint a Director in place of Mr. Mohit Burman who retires by rotation and being eligible offers himself for re-appointment   Management   For   For   None
  5    To appoint a Director in place of Mr P N Vijay who retires by rotation and being eligible offers himself for re-appointment   Management   For   For   None
  6    To appoint a Director in place of Mr. Sunil Duggal who retires by rotation and being eligible offers himself for re-appointment   Management   For   For   None
  7    To appoint Auditors and to fix their remuneration   Management   For   For   None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,267,000     05-Jul-2011   06-Jul-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   20-Jul-2011
  ISIN   BRHYPEACNOR0    Agenda   703218847 - Management
  Record Date      Holding Recon Date   18-Jul-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   12-Jul-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  A    Change of the corporate head office of the company, from Avenida Juscelino Kubitscchek, 1217, Casa 07, Vila Nova Conceicao, Zip code 04543.090, in the city of Sao Paulo, State of Sao Paulo, to Rua Nova Cidade, 404, Vila Olimipa, Zip code 04547.070, in the city of Sao Paulo, State of Sao Paulo, with the consequent amendment of article 2 of the corporate bylaws of the company   Management       None
  B    Amendment of article 3 of the corporate bylaws of the company, in such a way as to include in the corporate purpose of the company the activity of manufacturing brushes, tweezers and brooms   Management       None
  C    Amendment of article 5 of the corporate bylaws of the company, to reflect the increase of the share capital of the company, carried out within the limit of the authorized capital, in the total amount of BRL 5,821,917.29, through the issuance of 924,595 common, nominative, book entry shares with no par value, as approved at the meetings of the board of directors of the company held on April 4, 2011, and April 13, 2011, as a result of the exercise of the stock purchase options for shares issued by the company, within the framework of the stock purchase option programs for 2008 and 2009, created within the context of the company stock purchase option plan approved at the extraordinary general meeting of the company held on December 29, 2008, CONTD   Management       None
  CONT    CONTD in such a way that the share capital of the company has come to be BRL- 5,227,016,724.63, divided into 626,784,912 common, nominative, book entry-shares with no par value   Non-Voting       None
  D    Approval of the consolidation of the corporate bylaws of the company, in the event that the proposed amendments to articles 2, 3 and 5 of the corporate bylaws of the company are approved   Management       None
  E    Establishment of the aggregate and annual remuneration of the managers of the company   Management       None
  F    Rectification of the exhibits contained in the following corporate documents: I. Minutes of the extraordinary general meeting of the company held on December 29, 2008, duly registered with the Sao Paulo State Board of Trade, JUCESP, under number 60.755.09.0 on February 12, 2009, from here onwards the EGM of December 29, 2008, which approved, among other matters, the acquisition of Ceil Comercio e Distibuidora Ltda. from here onwards Ceil Distribuidora, by the company, and II. Amendment of the articles of incorporation of Brazilian Haze Industria e Comercio Ltda. from here onwards Brazilian Haze, dated May 30, 1996, duly filed with the JUCESP under number 29.344.96.3 on June 18, 1996, which approved the acquisition of Ceil Comercial, Exportadora, Industrial Ltda. from here onwards Ceil Exportadora, by Brazilian Haze, in CONTD   Management       None


  CONT    CONTD such a way as to state in the mentioned documents the description of-the real property owned by the former and extinguished Ceil Exportadora, for-purposes of recording and registration of the transfers of the real property-to the company as a result of the acquisition of Ceil Distribuidora, the-legal successor by merger of Ceil Exportadora, at the competent real estate- registry offices   Non-Voting       None
  G    Confirmation and ratification of all the other resolutions approved at the EGM of December 29, 2008, and in the amendment of the articles of incorporation of Brazilian Haze   Management       None
  H    Authorization for the managers of the company to do all the acts necessary to effectuate the resolutions proposed and approved by the shareholders of the company   Management       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  344,900      
    SABMILLER PLC, WOKING SURREY
  Security   G77395104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   GB0004835483    Agenda   703188753 - Management
  Record Date      Holding Recon Date   19-Jul-2011
  City / Country   LONDON / United Kingdom    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   0483548 - 5837708 - 6145240 - B01DQ76    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive and adopt the financial statements for the year ended 31 March 2011   Management     For
  2    To receive and approve the Directors’ Remuneration Report   Management     For
  3    To elect Ms. L.M.S. Knox as Director   Management     For
  4    To elect Ms. H.A. Weir as a Director   Management     For
  5    To elect Mr. J.S. Wilson as Director   Management     For
  6    To re-elect Mr. M.H. Armour as a Director   Management     For
  7    To re-elect Mr. G.C. Bible as a Director   Management     For
  8    To re-elect Mr. D.S. Devitre as a Director   Management     Against
  9    To re-elect Mr. E.A.G. Mackay as a Director   Management     For
  10    To re-elect Mr. P.J. Manser as a Director   Management     For
  11    To re-elect Mr. J.A. Manzoni as a Director   Management     For
  12    To re-elect Mr. M.Q. Morland as a Director   Management     For
  13    To re-elect Dr. D.F. Moyo as a Director   Management     For
  14    To re-elect Mr. C.A. Perez Davila as a Director   Management     For
  15    To re-elect Mr. R. Pieterse as a Director   Management     For
  16    To re-elect Mr. M.C. Ramaphosa as a Director   Management     Against
  17    To re-elect Mr. A. Santo Domingo Davila as a Director   Management     For
  18    To re-elect Mr. H.A. Willard as a Director   Management     For
  19    To re-elect Mr. J.M. Kahn as a Director   Management     For
  20    To declare a final dividend of 61.5 US cents per share   Management     For
  21    To re-appoint PricewaterhouseCoopers LLP as auditors of the company   Management     For
  22    To authorise the Directors to determine the remuneration of the auditors   Management     For
  23    To give general power and authority to the Directors to allot shares   Management     For
  24    To give general power and authority to the Directors to allot shares for cash   Management     For
  25    To give a general authority to the Directors to make market purchases of ordinary shares   Management     For
  26    To approve the calling of general meetings   Management     Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  163,300      
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   LU0327357389    Agenda   703191596 - Management
  Record Date   19-Jul-2011    Holding Recon Date   19-Jul-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   04-Jul-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Granting of a new authorisation to the board of directors of the Company to issue, from time to time, up to six million nine hundred eighty three thousand five hundred and twenty-five (6 983 525) new shares without indication of nominal value, hence creating an authorised share capital, excluding the current issued share capital, of an amount of one hundred eighty four thousand four hundred and seven US Dollar (USD 184,407.-) in accordance with the provisions of article 32 of the law of 10 August 1915 regarding commercial companies, as amended. Limitation of the authorisation to a period expiring right after the closing of any public offering of the shares of the corporation, and in any case no later than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Memorial C, Recueil des Societes et Associations). Authorisation to the board of directors to issue such new shares without reserving to the existing shareholders any preferential subscription rights   Management   No Action     None
  2    Amendment of paragraphs 6 and 7 of article 5 of the articles of incorporation of the Company, which should read as follows: Article 5 (sixth paragraph) The authorised share capital, excluded the current issued share capital, is fixed at one hundred eighty four thousand four hundred and seven US Dollar (USD 184,407.-) represented by six million nine hundred eighty three thousand five hundred and twenty-five (6,983,525) shares without nominal value. (seventh paragraph) During a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of publication of such authorisation in the Memorial C, Recueil des Societes et Associations, the board of directors will be and is hereby authorised to issue shares with or without share premium and to grant options to subscribe for shares   Management   No Action     None
  3    Miscellaneous   Management   No Action     None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD DATE AND CHANGE I-N BLOCKING. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  CMMT    FOR PARTICIPATION IN THE MEETING THERE IS A REQUIREMENT TO PROVIDE TO THE COM-PANY TILL 19 JULY 2011 A CERTIFICATE OF HOLDING AS OF RECORD DATE AND FILLED-PROXY FORM MORE DETAILS ABOUT THE PARTICIPATION IN THE MEETING AND PROXY FORM-S ARE AVAILABLE AT COMPANY’S WEBSITE WWW.KERNEL.UA   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL INFORMATION.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  97,562     07-Jul-2011   07-Jul-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   MXP370711014    Agenda   703201905 - Management
  Record Date   08-Jul-2011    Holding Recon Date   08-Jul-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Amend Company Bylaws   Management       For
  2    Designate Inspector or Shareholder Representative(s) of Minutes of Meeting   Management       For
  3    Approve Minutes of Meeting   Management       For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,175,080      


    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   MXP370711014    Agenda   703208632 - Management
  Record Date   08-Jul-2011    Holding Recon Date   08-Jul-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   13-Jul-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 860532 DUE TO RECEIPT OF D-IRECTOR NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  1aI    Change in the composition of the Board of Directors: Hector Reyes Retana, Independent   Management       For
  1aII    Change in the composition of the Board of Directors: Juan Carlos Braniff Hierro, Independent   Management       For
  1aIII    Change in the composition of the Board of Directors: Armando Garza Sada, Independent   Management       For
  1aIV    Change in the composition of the Board of Directors: Manuel Saba Ades, Patrimonial   Management       For
  1aV    Change in the composition of the Board of Directors: Enrique Castillo Sanchez Mejorada, Related   Management       For
  1b    Approve the qualification of independence of members identified under that character since they do not fall under the restrictions established by the Mexican Stock Exchange Law. Also the Patrimonial and Related members are identified under the terms outlined by the Best Corporate Practices Code   Management       For
  1c    Release the proposed new Board Members from the responsibility of providing a bond or monetary guarantee for backing their performance when carrying out their duties   Management       For
  1d    Liberate the following individuals from any future legal responsibility for carrying out their duties since they will no longer be part of the Board of Directors: I. Rodolfo F. Barrera Villarreal, Patrimonial; II. Eugenio Clariond Reyes-Retana, Independent; III. Jacobo Zaidenweber Cvilich, Independent and IV. Isaac Hamui Mussali, Independent   Management       For
  2    Constitute an Advisory Board with the determined faculties, duties and other operational rules   Management       For
  3    Constitute Regional Boards with the determined faculties, duties and other operational rules   Management       For
  4    Designate the delegate(s) to formalize and execute the resolutions passed by the Assembly   Management       For
  5    Drafting, reading and approval of the Assembly’s minutes   Management       For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,175,080      
    ECOPETROL S A
  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   03-Aug-2011
  ISIN   US2791581091    Agenda   933492263 - Management
  Record Date   11-Jul-2011    Holding Recon Date   11-Jul-2011
  City / Country                            / United States    Vote Deadline Date   29-Jul-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05    APPOINTMENT OF THE PRESIDENT FOR THE MEETING   Management   For   Against   For
  06    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  07    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For
  08    ELECTION OF THE BOARD OF DIRECTORS (ORIGINATED IN THE EIGHTH POSITION’S VACANCY, WHICH CORRESPONDS TO THE DIRECTOR NOMINATED BY THE DEPARTMENTS THAT PRODUCE HYDROCARBONS EXPLOITED BY ECOPETROL)   Management   For   Against   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  132,000     01-Aug-2011   01-Aug-2011
    CYRELA BRAZIL RLTY S A EMPREENDIMENTOS E PARTICI
  Security   P34085103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   11-Aug-2011
  ISIN   BRCYREACNOR7    Agenda   703257560 - Management
  Record Date      Holding Recon Date   09-Aug-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   03-Aug-2011
  SEDOL(s)   2189855    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  I    Approval of the stock option plan   Management   No Action     None
  II    Amendment of the stock option plan, executive plan, approved at the extraordinary general meeting of October 8, 2007, and amended by the extraordinary general meeting of October 5, 2010   Management   No Action     None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF VOTING OPTIONS COMMENT.-IF YOU HAVE LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UN-LESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  451,200     01-Aug-2011   09-Aug-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   23-Aug-2011
  ISIN   US71654V4086    Agenda   933497427 - Management
  Record Date   09-Aug-2011    Holding Recon Date   09-Aug-2011
  City / Country                            / Brazil    Vote Deadline Date   18-Aug-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  02    APPROVAL OF COMPANY’S BYLAWS AMENDMENT SO AS TO COMPLY WITH LAW 12.353/10, WHICH PROVIDES FOR THE MEMBERSHIP OF EMPLOYEES IN THE BOARD OF DIRECTORS OF GOVERNMENT- OWNED COMPANIES AND MIXED JOINT STOCK CORPORATIONS.   Management       For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  160,446      
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   20-Sep-2011
  ISIN   US7182526043    Agenda   933499938 - Management
  Record Date   21-Jul-2011    Holding Recon Date   21-Jul-2011
  City / Country                            / United States    Vote Deadline Date   09-Sep-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  01    APPROVAL OF AMENDMENTS TO THE SEVENTH ARTICLE OF THE ARTICLES OF INCORPORATION OF THE COMPANY CONSISTING OF THE SUB-CLASSIFICATION OF THE AUTHORIZED PREFERRED CAPITAL STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management       Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  31,155      
    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   28-Sep-2011
  ISIN   ID1000118201    Agenda   703336506 - Management
  Record Date   12-Sep-2011    Holding Recon Date   12-Sep-2011
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   19-Sep-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  1    Appointment of the company’s board   Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  10,651,000     23-Sep-2011   23-Sep-2011
    NOVOLIPETSK STEEL OJSC NLMK, LIPETSK
  Security   67011E204    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-Sep-2011
  ISIN   US67011E2046    Agenda   703308444 - Management
  Record Date   15-Aug-2011    Holding Recon Date   15-Aug-2011
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Sep-2011
  SEDOL(s)   B0RTNX3 - B0TBDR1 - B1FFRD8 - B50LHL7    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approve interim dividends of RUB 1.40 per share for first six months of fiscal 2011   Management   For   For   For
  2    Approve new edition of corporate documents   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  78,000     20-Sep-2011   20-Sep-2011
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD
  Security   Y76810103    Meeting Type   Special General Meeting
  Ticker Symbol      Meeting Date   10-Oct-2011
  ISIN   CNE100000171    Agenda   703301399 - Management
  Record Date   09-Sep-2011    Holding Recon Date   09-Sep-2011
  City / Country   SHANDONG PROVINCE / China    Vote Deadline Date   28-Sep-2011
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To consider and approve the appointment of Ms. Fu Mingzhong as an independent non-executive director of the Company   Management   For   For   None
  2    To consider and approve the distribution of interim dividend of RMB 0.029 per share for the six months ended 30 June 2011 to be distributed to all shareholders whose names appear on the register of members of the Company on 14 October 2011   Management   For   For   None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR RESOLUTIONS “1 AND 2”. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF VOTING OPTION COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  3,790,000     23-Sep-2011   28-Sep-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   10-Oct-2011
  ISIN   BRHYPEACNOR0    Agenda   703350962 - Management
  Record Date      Holding Recon Date   06-Oct-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   30-Sep-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  I    Approval of the new stock option plan: Approval of a new stock option plan, in accordance with that which was resolved on at the meeting of the Board of Directors of the company that was held on September 21, 2011, from here onwards plan III   Management   For   For   None
  II    Amendment to the corporate bylaws of the company: Amendment to the corporate bylaws of the company to adapt them to the rules provided for in the Novo Mercado Listing Regulations that went into effect on May 10, 2011   Management   For   For   None
  III    Authorization to the managers: Authorization for the Managers of the company to do all the acts necessary to carry out the resolutions proposed and approved by the shareholders of the company   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  251,400     28-Sep-2011   30-Sep-2011
    ECOPETROL S A
  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   12-Oct-2011
  ISIN   US2791581091    Agenda   933512293 - Management
  Record Date   22-Sep-2011    Holding Recon Date   22-Sep-2011
  City / Country                            / United States    Vote Deadline Date   10-Oct-2011
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05    APPOINTMENT OF THE PRESIDENT FOR THE MEETING   Management   For   Against   For
  06    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  07    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For
  08    ELECTION OF THE BOARD OF DIRECTORS (ORIGINATED IN THE NEWLY ACQUIRED NON-INDEPENDENT QUALITY OF MR. FEDERICO RENGIFO VELEZ AND THE NINTH POSITION’S VACANCY, WHICH CORRESPONDS TO THE DIRECTOR NOMINATED BY MINORITY SHAREHOLDERS)   Management   For   Against   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  111,700     10-Oct-2011   10-Oct-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   17-Oct-2011
  ISIN   MXP370711014    Agenda   703354744 - Management
  Record Date   04-Oct-2011    Holding Recon Date   04-Oct-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   07-Oct-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    Discussion and, if deemed appropriate, approval to amend the dividend policy   Management   For   For   For
  II    Discussion and, if deemed appropriate, approval for a proposal to pay a cash dividend in the amount of MXN 0.17 per share   Management   For   For   For
  III    Discussion and, if deemed appropriate, approval to increase the maximum amount of funds that can be allocated to the purchase of shares of the company for the 2011 fiscal year   Management   For   For   For
  IV    Report from the outside auditor regarding the fiscal situation of the company   Management   For   For   For
  V    Designation of a delegate or delegates to formalize and carry out, if deemed appropriate, the resolutions passed by the meeting   Management   For   For   For
  VI    Preparation, reading and approval of the meeting minutes   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  922,880     06-Oct-2011   07-Oct-2011
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-Oct-2011
  ISIN   MXP370711014    Agenda   703355049 - Management
  Record Date   04-Oct-2011    Holding Recon Date   04-Oct-2011
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   07-Oct-2011
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    Discussion and, if deemed appropriate, approval for the amendment of the corporate bylaws of the company in order to establish the creation and functioning of the nomination committee   Management   For   For   For
  II    Designation of a delegate or delegates to formalize and carry out, if deemed appropriate, the resolutions passed by the general meeting   Management   For   For   For
  III    Preparing, reading and approving the meeting minutes   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  922,880     06-Oct-2011   07-Oct-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   24-Oct-2011
  ISIN   BRHYPEACNOR0    Agenda   703395916 - Management
  Record Date      Holding Recon Date   20-Oct-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   14-Oct-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 891410 DUE TO CHANGE IN ME-ETING DATE AND DELETION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEET-ING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE-. THANK YOU.   Non-Voting       None


  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU   Non-Voting       None
  I    Amendment to the corporate bylaws of the company. Amendment to the corporate bylaws of the company to adapt them to the rules provided for in the Novo Mercado listing regulations that went into effect on May 10, 2011   Management   No Action     None
  II    Authorization to the managers. Authorization the managers of the company to do all the acts necessary to carry out the resolutions proposed and approved by the shareholders of the company   Management   No Action     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  251,400     25-Oct-2011  
    IMPALA PLATINUM HLDGS LTD
  Security   S37840113    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Oct-2011
  ISIN   ZAE000083648    Agenda   703327812 - Management
  Record Date   21-Oct-2011    Holding Recon Date   21-Oct-2011
  City / Country   JOHANNESBURG / South Africa    Vote Deadline Date   18-Oct-2011
  SEDOL(s)   B1DH4F7 - B1FFT76 - B1GH8B8 - B1GK3Z6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  O.1    Adoption of annual financial statements   Management   For   For   For
  O.2    Appointment of external auditors   Management   For   For   For
  O.3.1    Appointment of member of Audit and Risk Committee: JM McMahon - Chairman   Management   For   For   Against
  O.3.2    Appointment of member of Audit and Risk Committee: HC Cameron   Management   For   For   For
  O.3.3    Appointment of member of Audit and Risk Committee: B Ngonyama   Management   For   For   For
  O.4    Endorsement of the Company’s remuneration policy   Management   For   For   Against
  O.5.1    Re-appointment of director: B Berlin   Management   For   For   For
  O.5.2    Re-appointment of director: DH Brown   Management   For   For   For
  O.5.3    Re-appointment of director: HC Cameron   Management   For   For   For
  O.5.4    Re-appointment of director: MSV Gantsho   Management   For   For   For
  O.5.5    Re-appointment of director: TV Mokgatlha   Management   For   For   For
  O.5.6    Re-appointment of director: B Ngonyama   Management   For   For   For
  O.6    Control of unissued share capital   Management   For   For   For
  S.1    Acquisition of Company shares by Company or subsidiary   Management   For   For   For
  S.2    Increase in directors’ remuneration   Management   For   For   For
  S.3    Financial assistance   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  94,500     10-Oct-2011   18-Oct-2011
    JIANGSU EXPRESSWAY CO LTD
  Security   Y4443L103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Nov-2011
  ISIN   CNE1000003J5    Agenda   703342129 - Management
  Record Date   07-Oct-2011    Holding Recon Date   07-Oct-2011
  City / Country   JIANGSU / China    Vote Deadline Date   28-Oct-2011
  SEDOL(s)   6005504 - B01XLJ3 - B1BJTS3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   

PLEASE NOTE THAT SHAREHOLDERS ARE

ALLOWED TO VOTE ‘IN FAVOR’ OR

‘AGAINST’-ONLY FOR ALL RESOLUTIONS.

THANK YOU.

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THE COMPANY NOTICE

IS AVAILABLE BY CLICKING ON THE URL- LINK:http://www.hkexnews.hk/listedco/listconews
/sehk/20110920/LTN20110920288.p-df

  Non-Voting       None
  1   

That the issue of not more than

RMB2,000,000,000 non-public directed debt

instrument for a maturity of not more than 3 years

be and is hereby approved and that Mr. Yang

Gen Lin and Mr. Qian Yong Xiang, both being

directors of the Company, be and are hereby

authorized to deal with the matters related to the

issue

  Management   For   For   None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO RECEIPT OF ACTUAL RECORD

DATE. IF Y-OU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM UNLES-S YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting       None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  2,838,000     26-Oct-2011   28-Oct-2011
    ASPEN PHARMACARE HLDGS LTD
  Security   S0754A105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Dec-2011
  ISIN   ZAE000066692    Agenda   703435291 - Management
  Record Date   25-Nov-2011    Holding Recon Date   25-Nov-2011
  City / Country   WOODMEAD / South Africa    Vote Deadline Date   23-Nov-2011
  SEDOL(s)   B09C0Z1 - B0XM6Y8 - B1809T0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Presentation and adoption of Annual Financial Statements   Management   For   For   For
  2.1    Re-election of non executive director: Roy Andersen   Management   For   For   For
  2.2    Re-election of non executive director: Sindi Zilwa   Management   For   For   For
  2.3    Re-election of non executive director: Chris Mortimer   Management   For   For   Against
  3    To re-appoint the auditors, PricewaterhouseCoopers Inc, as the independent registered auditors of the Company and the Group and Eric Mackeown will be the audit partner who will undertake the audit for the financial year ending 20120630   Management   For   For   For
  4.1    Election of Audit Committee Member: John Buchanan   Management   For   For   For
  4.2    Election of Audit Committee Member: Roy Andersen   Management   For   For   For
  4.3    Election of Audit Committee Member: Sindi Zilwa   Management   For   For   For
  5    Place unissued shares under the control of the director’s   Management   For   For   For
  6    Remuneration Policy. Non binding   Management   For   For   For
  7    Authorisation of an executive director to sign necessary documents   Management   For   For   For
  S.1    Remuneration of non-executive directors   Management   For   For   For
  S.2    Financial assistance to Pharmacare Ltd in favour of Ned Bank Ltd in respect of a R215,000,000 Term Loan Agreement   Management   For   For   For
  S.3    Financial assistance to Pharmacare Ltd in favour of AB SA Bank Ltd in respect of a R215,000,000 Term Loan Agreement   Management   For   For   For
  S.4    Financial assistance to related or inter related company   Management   For   For   For
  S.5    General authority to repurchase shares   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITORS NAME FOR RESOLU-TION NO. 3 AND CHANGE IN NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN-YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND Y- OUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  186,900     17-Nov-2011   23-Nov-2011
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   02-Dec-2011
  ISIN   SE0001174970    Agenda   703425795 - Management
  Record Date   18-Nov-2011    Holding Recon Date   18-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   15-Nov-2011
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None


  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    To appoint Mr. Jean-Michel Schmit as the Chairman of the EGM and to authorise the Chairman to elect a Secretary and a Scrutineer of the EGM   Management   No Action     For
  2    As per the proposal of the Company’s Board of Directors, to distribute a gross dividend to the Company’s shareholders of USD 3 per share, corresponding to an aggregate dividend of approximately USD 308,000,000, to be paid out of the Company’s profits for the year ended December 31, 2010 in the amount of USD 435,219,669, which have been carried forward as per the decision of the Annual General Shareholder’s Meeting of May 31, 2011   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  58,700     09-Nov-2011   10-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703437106 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    The general meeting resolves to authorise again the board of directors of the Company to issue, from time to time, as specified below, up to two million five hundred fifty thousand (2,550,000) new shares without indication of a nominal value, hence creating an authorised share capital, excluded the current issued share capital, of sixty seven thousand three hundred thirty five US Dollar and thirty cents (USD 67,335.30) in accordance with the provisions of article 32 of the law of 10 August 1915 regarding commercial companies, as amended. This authorisation shall be limited to a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Memorial C, Recueil des Societes et Associations). Upon presentation of the justifying report of the Board of Directors, pursuant to article 32-3 (5) of the law of August 10, 1915 on commercial companies, the general meeting further resolves that the board of directors is authorised to issue such new shares without reserving to the existing shareholders any preferential subscription rights   Management   No Action     None
  2    The general meeting of shareholders resolves to amend the articles of incorporation of the Company in order to comply with the provisions of the law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies   Management   No Action     None
  3    The general meeting of shareholders resolves to amend article 5 of the articles of incorporation of the Company which shall henceforth read as follows: “Article 5. The share capital of the Company is set at two million one hundred four thousand one hundred twenty US Dollars and eleven cents (USD 2,104,120.11) divided into seventy nine million six hundred eighty three thousand four hundred and ten (79,683,410) shares without indication of a nominal value. The shares of the Company may be created at the owner’s option in certificates representing single shares or in certificates representing two or more shares. The shares shall be in a bearer or in a registered form. The corporation may, to the   Management   No Action     None


    extent and under the terms permitted by law, purchase its own shares. The corporate capital may be increased or reduced in compliance with the legal requirements. The authorised share capital, excluded the current issued share capital, is fixed at sixty seven thousand three hundred thirty five US Dollar and thirty cents (USD 67,335.30) represented by two million five hundred fifty thousand (2,550,000) shares without indication of a nominal value. During a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of publication of the present deed in the Memorial C, Recueil des Societes et Associations, the board of directors will be and is hereby authorised to issue shares with or without share premium and to grant options to subscribe for shares within the limit of the authorised share capital, to such persons and on such terms as it shall see fit, and specifically to proceed to such issue by suppressing or limiting the existing shareholder’s/shareholders’ preferential right to subscribe for the new Shares to be issued         
  4   The general meeting of shareholders resolves to insert a new article 6 in the articles of incorporation of the Company which shall henceforth read as follows: “Article 6.-The shares are freely transferable, subject to the provisions of the law and these articles of association. All rights and obligations attached to any share are passed to any transferee thereof    Management   No Action     None
  5   The general meeting of shareholders resolves to amend article 13 of the articles of incorporation of the Company which shall henceforth read as follows and to renumber it as article 14: Article 14.-14.1 The general meeting of shareholders shall represent the entire body of shareholders of the corporation. It shall have the broadest powers to order, carry out or ratify all acts relating to the operations of the corporation. 14.2 The annual meeting will be held in Luxembourg at the place specified in the convening notices on the fifteenth of November at 5.00 p.m. 14.3 If such day is a legal holiday, the general meeting will be held on the next following business day. Other meetings of shareholders may be held at such places and times as may be specified in the respective notices of meeting. 14.4 The general meeting of shareholders shall meet upon call by the board of directors. Shareholders representing ten per cent (10 %) of the subscribed share capital may, in compliance with the law of August 10th 1915 on commercial companies and the amendment hereto, request the board of directors to call a general meeting of shareholders. 14.5 The convening notice for any general meeting of shareholders must contain the agenda of the meeting, the place, date and time of the meeting, the description of the procedures that shareholder must comply with in order to be able to participate and cast their votes in the general meeting, and such notice shall take the form of announcements published (i) thirty (30) days before the meeting, in the Memorial C, Recueil des Societes et Associations and in a Luxembourg newspaper and (ii) in a manner ensuring fast access to it on a non-discriminatory basis in such media as may reasonably be relied upon for the effective dissemination of information throughout the European Community. A notice period of seventeen (17) days applies, in case of a second or subsequent convocation of a general meeting convened for lack of quorum required for the meeting convened by the first convocation, provided that this article 14.5 has been complied with for the first convocation and no new item has been put on the agenda. In case the shares are listed on a foreign stock exchange, the notices shall in addition be published in such other manner as may be required by laws, rules or regulations applicable to such stock exchange from time to time. 14.6 One or several shareholders, representing at least five percent (5%) of the Company’s issued share capital, may (i) request to put one or several items to the agenda of any general meeting of shareholders, provided that such item is accompanied by a justification or a draft resolution to be adopted in the general meeting, or (ii) table draft resolutions for items included or to be included on the agenda of the general meeting. Such request must be sent to the Company’s registered office in writing by registered letter or electronic means at least twenty-two (22) days prior to the date of the general meeting and include the postal or electronic address of the sender. In case such request entails a modification of the agenda of the relevant meeting, the Company will make available a revised agenda at least fifteen (15) days prior to the date of the general meeting. 14.7 If all shareholders are present or represented at a general meeting of shareholders and state that they have been informed of the agenda of the meeting, the general meeting of shareholders may be held without prior notice. 14.8 Any shareholder who holds one or more share(s) of the Company at 24:00 o’clock (Luxembourg time) on the date falling fourteen (14) days prior to (and excluding) the date of general meeting (the “Record Date”) shall be admitted to the relevant general meeting of shareholders. Any shareholder who wishes to attend the general meeting must inform the Company thereof at the latest on the Record Date, in a manner to be determined by the board of directors in the convening notice. In case of shares held through an operator of a securities settlement system or with a professional depository or sub-depository designated by such depository, a holder of shares wishing to attend a general meeting of shareholders should receive from such operator or depository or sub- depository a certificate certifying the number of shares recorded in the relevant account on the Record Date. The certificate should be submitted to the Company at its registered address no later    Management   No Action     None


     than three (3) business days prior to the date of the general meeting to the extent applicable. In the event that the shareholder votes through proxies, the proxy has to be deposited at the registered office of the Company at the same time or with any agent of the Company, duly authorised to receive such proxies to the extent applicable. The board of directors may set a shorter period for the submission of the certificate or the proxy. 14.9 A shareholder may act at any general meeting of shareholders by appointing another person, shareholder or not, as his/her/its proxy in writing by a signed document transmitted by mail, facsimile, electronic mail or by any other means of communication prior to the meeting, a copy of such appointment being sufficient proof thereof. One person may represent several or even all shareholders. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a company under its common seal or under the hand of an officer or attorney duly authorised or in the case of shares held in a European central securities depository, a statement of the relevant participant. In the case of shares registered in the name of or held by a European central securities depository or an affiliated institution, a shareholder may submit a written declaration via its participant or affiliated institution which shall constitute an instruction appointing a proxy from the relevant registered shareholder confirming that the number of shares mentioned in each written declaration form part of a collective deposit and that the person mentioned in the declaration is a participant for the mentioned number of shares in the collective deposit and shall be entitled to exercise all rights attached to those shares and voting rights as a proxy in respect of such shares at the relevant general meeting of shareholders of the Company provided further that such participant shall be entitled to delegate his proxy to a third party by delivering such form of proxy executed in writing in accordance with the present articles of incorporation 14.10 Any shareholder who participates, provided that the board of directors has put in place such facilities for a given meeting, in a general meeting of shareholders by conference-call, video-conference or by any other means of communication which allow such shareholder’s identification and which allow that all the persons taking part in the meeting hear one another on a continuous basis and may effectively participate in the meeting, is deemed to be present for the computation of quorum and majority. 14.11 Each shareholder may vote through a signed voting form sent by mail, facsimile, electronic mail, by electronic voting or by any other means of communication to the Company’s registered office or to the address specified in the convening notice CONTD        
  CONT    CONTD The shareholders may use voting forms provided by the Company which cont-ain at least the place, date and time of the meeting, the agenda of the meetin-g, the proposals submitted to the resolution of the meeting as well as for eac-h proposal three boxes allowing the shareholder to vote in favour of or agains-t the proposed resolution or to abstain from voting thereon by marking the app-ropriate box with a cross or an electronic cross. The Company will only take i-nto account voting forms received prior to the general meeting of shareholders- which they relate to. 14.12 In case of electronic voting where such means of-voting is made available by a European central securities depository or an aff-iliated institution or the operator of a securities settlement system or a pro-fessional depository or sub-depository designated by such depository, the afor- ementioned entities may issue a summary of the votes for the given general mee-ting of shareholders via their system, including a proxy to the chairman of th-e meeting, in the form of a spreadsheet or otherwise, as the board of director-s may see fit, setting out the votes in favour of or against the proposed reso-lution or to abstain from voting. 14.13 The board of directors may determine a-ll other conditions which must be fulfilled by shareholders in order to attend-a meeting of shareholders and to vote. 14.14 The general meeting of sharehold-ers shall designate its own chairman who shall preside over the meeting. The c-hairman shall designate a secretary who shall keep minutes of the meeting. 14.-15 The business transacted at any meeting of the shareholders shall be limited-to the matters contained in the agenda (which shall include all matters requi-red by law) and business incidental to such matters. 14.16 Each share is entit-led to one vote at all general meetings of shareholders. 14.17 Unless otherwis-e provided by law, the resolutions of the general meeting are passed by a simp-le majority vote of the shareholders present or represented   Non-Voting       None
  6    The general meeting of shareholders resolves to amend article 17 of the articles of incorporation of the Company which shall henceforth read as follows and to renumber it as article 18: Article 18.-All matters not governed by these articles of association are to be construed in accordance with the law of August 10th 1915 on commercial companies and the amendments hereto and with the law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies   Management   No Action     None
  7    The general meeting of shareholders resolves to proceed to a renumbering of the articles and of the cross references within the articles of incorporation of the Company further to the insertion of a new article 6 of the articles of incorporation   Management   No Action     None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None


  CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF POA COMMENT AND RECEIPT-OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK Y-OU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HET01   INSTITUTIONAL EMERGING MKTS  

1000-4

 

NORTHERN

TRUST

 

108,332

    14-Nov-2011   14-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703446890 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  1    The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves in their entirety the consolidated financial statements of Kernel Holding S.A. for the financial year ended 30 June 2011, with a resulting consolidated net profit of USD 226,047   Management   No Action     None
  2    The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor (Reviseur d’Entreprises), approves in their entirety the Parent Company annual accounts (unconsolidated) for the financial year ended 30 June 2011, with a resulting net profit/loss for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of USD 38,165,947.14   Management   No Action     None
  3    The General Meeting approves the proposal of the Board of Directors to carry forward the net profit/loss of the Parent Company annual accounts (non-consolidated) of USD 38,165,947.14.-and to declare a dividend at nil for the financial year ended 30 June 2011   Management   No Action     None
  4    The General Meeting decides to grant discharge to the directors for their management duties and the exercise of their mandates in the course of the financial year ended 30 June 2011   Management   No Action     None
  5    The General meeting acknowledges the resignation of Mr. Patrick Conrad as member of the board of directors with effect as of 1 November 2011 and decides to grant discharge to Mr. Patrick Conrad for the exercise of its management duties and its mandate until the 1 November 2011   Management   No Action     None
  6    The General Meeting, having acknowledged the end of the mandates of the two independent directors and in consideration of the proposal to re-elect both Mr. Andrzej Danilczuk and Ton Schurink for a one-year term mandate, decides to re-elect Andrzej Danilczuk and Ton Schurink for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012   Management   No Action     None
  7    The General Meeting, following proposal by the Board to appoint Mr. Kostiantyn Lytvynskyi and Mr. Yuriy Kovalchuk as new Board members, decides to elect Mr. Kostiantyn Lytvynskyi, born on 2 December 1972 in Karaganda, Republic of Kazakhstan, residing at Apt. 12, 5 Yerevanska Str, Kiev, Ukraine, 03048 and Mr. Yuriy Kovalchuk, born on 17 February 1981 Severodonetsk, Luganska Oblast, Ukraine, residing at Apt. 5, 30 Mezihorska Str., Kiev, Ukraine, 0407 for a three-year term mandate, which mandate shall terminate on the date of the general meeting of shareholders to be held in 2014   Management   No Action     None
  8    The General Meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to USD 95,000, approves the independent Directors’ fees for the new one-year mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012, for a total gross annual amount of USD 95,000   Management   No Action     None


  9   The General Meeting, following proposal by the Board to terminate the mandates of the independent auditors Baker Tilly Ukraine and Teamaudit S.A. and to appoint PJSC “Deloitte & Touche USC” and Deloitte S.A, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number 67 895 as new independent auditors of Kernel Holding S.A., hereby resolves to terminate the mandates of Baker Tilly Ukraine and Teamaudit S.A. and to appoint PJSC “Deloitte & Touche USC” and Deloitte S.A, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number 67 895 as new independent auditors of Kernel Holding S.A. for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012    Management   No Action     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  108,332     16-Nov-2011   16-Nov-2011
    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   09-Dec-2011
  ISIN   HK0144000764    Agenda   703452754 - Management
  Record Date   08-Dec-2011    Holding Recon Date   08-Dec-2011
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   25-Nov-2011
  SEDOL(s)   5387719 - 6416139 - B01XX53    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 20111116/LTN20111116174.pdf    Non-Voting       None
  CMMT   PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.    Non-Voting       None
  1   To approve and adopt the New Share Option Scheme and to terminate the Existing Share Option Scheme as set out in the EGM Notice    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,341,515     23-Nov-2011   29-Nov-2011
    CYRELA BRAZIL RLTY S A EMPREENDIMENTOS E PARTICI
  Security   P34085103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   19-Dec-2011
  ISIN   BRCYREACNOR7    Agenda   703469874 - Management
  Record Date      Holding Recon Date   15-Dec-2011
  City / Country   SAO PAULO / Brazil    Vote Deadline Date   09-Dec-2011
  SEDOL(s)   2189855    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE    Non-Voting       None
  CMMT   PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU    Non-Voting       None
  1   To vote regarding the amendment of the corporate bylaws of the company, and more specifically articles 1 and 2, chapter I, corporate name, head office, venue, duration and corporate purpose, article 6, chapter II, share capital and shares, articles 15 and 17, chapter III, general meeting, articles 18, 19 and 21, chapter IV, management, articles 23, 25 and 27, chapter V, board of directors, article 37, chapter VI, executive committee, article 38, chapter VII, finance committee, articles 43, 44, 45, 46, 47, 48, 49, 50 and 53, chapter IX, disposition of shareholder control, delisting as a publicly traded company and delisting from the Novo Mercado, article 54, chapter X, arbitration, and article 58, chapter XII, final and transitory provisions, including for their adaptation to the new Novo Mercado listing regulations of CONTD    Management   No Action     None
  CONT   CONTD the BM and Fbovespa S.A., Bolsa De Valores, Mercadorias E Futuros, with-the consolidation of the corporate bylaws    Non-Voting       None


  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO POSTPONEMENT OF MEETING DATE

FROM 0-8 DEC TO 19 DEC 2011. IF YOU HAVE

ALREADY SENT IN YOUR VOTES, PLEASE DO

NOT RE-TURN THIS PROXY FORM UNLESS

YOU DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. TH-ANK YOU.

  Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  351,100     05-Dec-2011   05-Dec-2011
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   19-Dec-2011
  ISIN   US71654V4086    Agenda   933534770 - Management
  Record Date   01-Dec-2011    Holding Recon Date   01-Dec-2011
  City / Country   / Brazil    Vote Deadline Date   14-Dec-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

 

I

  

MERGER OF COMPANIES TERMORIO S.A.

(“TERMORIO”), USINA TERMELETRICA DE

JUIZ DE FORA S.A. (“UTE JUIZ DE FORA”)

AND FAFEN ENERGIA S.A. (“FAFEN

ENERGIA”) INTO PETROBRAS, ALL AS MORE

FULLY DESCRIBED ON THE COMPANY’S

WEBSITE.

  Management   For   For   For
  II   

ELECTION OF MEMBER OF BOARD OF

DIRECTORS IN COMPLIANCE TO ARTICLE

150 OF ACT NO. 6.404 OF DEC 15, 1976 AND

TO ARTICLE 25 OF THE COMPANY’S BY

LAWS. THE MEMBER OF THE BOARD SHALL

BE ELECTED BY THE MINORITY

SHAREHOLDERS, AS PROVIDED FOR IN

ARTICLE 239 OF ACT NO. 6.404 OF DEC 15,

1976 AND ARTICLE 19 OF COMPANY’S BY-

LAWS.

  Management   For   For   Abstain
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF -Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  39,146     14-Dec-2011   14-Dec-2011
    HYPERMARCAS SA, SAO PAULO
  Security   P5230A101    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   30-Dec-2011
  ISIN   BRHYPEACNOR0    Agenda   703515087 - Management
  Record Date      Holding Recon Date   28-Dec-2011
  City / Country   KUBITSCHECK / Brazil    Vote Deadline Date   22-Dec-2011
  SEDOL(s)   B2QY968    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

IMPORTANT MARKET PROCESSING

REQUIREMENT: A BENEFICIAL OWNER

SIGNED POWER OF-ATTORNEY (POA) IS

REQUIRED IN ORDER TO LODGE AND

EXECUTE YOUR VOTING-INSTRUCTIONS IN

THIS MARKET. ABSENCE OF A POA, MAY

CAUSE YOUR INSTRUCTIONS TO-BE

REJECTED. IF YOU HAVE ANY QUESTIONS,

PLEASE CONTACT YOUR CLIENT SERVICE-

REPRESENTATIVE

  Non-Voting       None
  I.A   

Approve agreement to Absorb Mabesa do Brasil

SA

  Management   No Action     None
  I.B   

Appoint independent firm to appraise proposed

absorption

  Management   No Action     None
  I.C    Approve independent firm’s appraisal   Management   No Action     None
  I.D    Approve absorption of Mabesa do Brasil SA   Management   No Action     None
  II.A   

Approve agreement to Absorb Mantecorp

Industria Quimica e Farmaceutica SA

  Management   No Action     None
  II.B   

Appoint independent firm to appraise proposed

absorption

  Management   No Action     None
  II.C    Approve independent firm’s appraisal   Management   No Action     None
  II.D   

Approve Absorption of Mantecorp Industria

Quimica e Farmaceutica SA

  Management   No Action     None
  III.A   

Authorize board to ratify and execute approved

resolutions

  Management   No Action     None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF A COMMENT. IF YOU

HAVE-ALREADY SENT IN YOUR VOTES,

PLEASE DO NOT RETURN THIS PROXY

FORM UNLESS YOU DE-CIDE TO AMEND

YOUR ORIGINAL INSTRUCTIONS. THANK

YOU.

  Non-Voting       None
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  225,400     20-Dec-2011   20-Dec-2011


    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   27-Jan-2012
  ISIN   US71654V4086    Agenda   933542652 - Management
  Record Date   03-Jan-2012    Holding Recon Date   03-Jan-2012
  City / Country                       / United States    Vote Deadline Date   24-Jan-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I1   

CONFIRM THE CONTRACTING OF APSIS

CONSULTORIA E AVALIACOES LTDA., BY

BRK, FOR THE ASSESSMENT OF NET

ASSETS RELATIVE TO THE SPUN OFF

PORTIONS TO BE CONVERTED TO

PETROBRAS

  Management   For   For   For
  I2   

ASSESSMENT REPORT PREPARED BY APSIS

CONSULTORIA E AVALIACOES LTDA. AT

BOOK VALUE FOR ASSESSMENT OF BRK’S

NET ASSETS

  Management   For   For   For
  I3   

APPROVE THE PROTOCOL AND

JUSTIFICATION OF SPLIT-OFF OF BRK AND

SPUN OFF PORTION OF PETROBRAS, PRO

RATA TO ITS OWNERSHIP

  Management   For   For   For
  I4   

APPROVE THE PARTIAL SPLIT OPERATION

OF BRK AND THE SPUN OFF PORTION OF

PETROBRAS, WITHOUT INCREASING ITS

SHARE CAPITAL

  Management   For   For   For
  II1   

CONFIRM THE CONTRACTING OF APSIS

CONSULTORIA E AVALIACOES LTDA. BY

PETROBRAS FOR THE DEVELOPMENT OF

ACCOUNTING ASSESSMENT REPORT OF

PETROQUISA’S NET EQUITY TO BE

TRANSFERRED TO PETROBRAS

  Management   For   For   For
  II2   

ASSESSMENT REPORT PREPARED BY APSIS

CONSULTORIA E AVALIACOES LTDA., AT

BOOK VALUE, FOR ASSESSMENT OF

PETROQUISA’S NET EQUITY

  Management   For   For   For
  II3   

APPROVE THE PROTOCOL AND

JUSTIFICATION OF ACQUISITION

OPERATION OF PETROQUISA BY

PETROBRAS

  Management   For   For   For
  II4   

APPROVE THE ACQUISITION OPERATION OF

PETROQUISA BY PETROBRAS, WITH FULL

TRANSFER OF PETROQUISA’S NET EQUITY

TO PETROBRAS, WITHOUT INCREASING ITS

SHARE CAPITAL

  Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  21,146     03-Feb-2012   23-Jan-2012
SAMSUNG FIRE & MARINE INSURANCE CO LTD, SEOUL
  Security   Y7473H108    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Feb-2012
  ISIN   KR7000810002    Agenda   703517702 - Management
  Record Date   05-Jan-2012    Holding Recon Date   05-Jan-2012
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   26-Jan-2012
  SEDOL(s)   6155250 - B3BJYH1    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Election of director Gim Chang Su, Jeon Yong Bae    Management   For   For   For
    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN THE SPELLING OF THE DIREC-TOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PR-OXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  21,060     20-Jan-2012   26-Jan-2012
GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-Feb-2012
  ISIN   MXP370711014    Agenda   703587999 - Management
  Record Date   03-Feb-2012    Holding Recon Date   03-Feb-2012
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   09-Feb-2012
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred  Provider

Recommendation

  I   Discussion and, if deemed appropriate, approval to amend article 2 of the corporate bylaws of the company, for the purpose of omitting as an entity that is a member of Grupo Financiero Banorte, S.A.B. de C.V., Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte, because of its merger with Ixe Casa de Bolsa, S.A. de C.V., Grupo Financiero Banorte, and as a consequence, authorization to sign the new single agreement of responsibilities    Management   For   For   For
  II   Designation of a delegate or delegates to formalize and carry out, if deemed appropriate, the resolutions passed by the general meeting    Management   For   For   For
  III   Preparation, reading and approval of the meeting minutes    Management   For   For   For


   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO MODIFICATION IN THE TEXT OF THE

RES-OLUTION 2. IF YOU HAVE ALREADY

SENT IN YOUR VOTES, PLEASE DO NOT

RETURN THIS P-ROXY FORM UNLESS YOU

DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK YOU.

  Non-Voting        None
    Comments-Non Voting Agenda Item         
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  872,880     03-Feb-2012   09-Feb-2012
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   17-Feb-2012
  ISIN   MXP370711014    Agenda   703588698 - Management
  Record Date   03-Feb-2012    Holding Recon Date   03-Feb-2012
  City / Country   NUEVO LEON / Mexico    Vote Deadline Date   09-Feb-2012
  SEDOL(s)  

2421041 - B01DHK6 - B2Q3MD3 - B57YQ34

- B59G4P6

   Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I  

Discussion and, if deemed appropriate, approval

of a proposal to pay a cash dividend in the

amount of MXN 0.17 per share

   Management   For   For   For
  II  

Discussion and, if deemed appropriate, approval

to modify the functioning of the regional councils

   Management   For   For   For
  III  

Designation of a delegate or delegates to

formalize and carry out, if deemed appropriate,

the resolutions passed by the general meeting

   Management   For   For   For
  IV  

Preparation, reading and approval of the general

meeting minutes

   Management   For   For   For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  872,880     01-Feb-2012   09-Feb-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408    Meeting Type   Special
  Ticker Symbol   PBR    Meeting Date   28-Feb-2012
  ISIN   US71654V4086    Agenda   933553390 - Management
  Record Date   14-Feb-2012    Holding Recon Date   14-Feb-2012
  City / Country                        / United States    Vote Deadline Date   23-Feb-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I.   

APPROVAL OF THE AMENDMENT OF THE

COMPANY’S BY-LAWS, IN ORDER TO

INCREASE THE NUMBER OF MEMBERS OF

THE EXECUTIVE BOARD FROM ONE CHIEF

EXECUTIVE OFFICER AND SIX OFFICERS TO

ONE CHIEF EXECUTIVE OFFICER AND

SEVEN OFFICERS, ALL AS MORE FULLY

DESCRIBED IN THE PROXY STATEMENT.

  Management   For   For   For
  II.   

THE ELECTION OF MEMBER OF BOARD OF

DIRECTORS, CHIEF EXECUTIVE OFFICER

MARIA DAS GRACAS SILVA FOSTER,

APPOINTED BY THE CONTROLLING

SHAREHOLDER, IN COMPLIANCE TO THE

ARTICLE 150 OF THE CORPORATIONS ACT

(LAW NO 6.404/1976) AND THE ARTICLE 25

OF THE COMPANY’S BY-LAWS.

  Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST COMPANY

  41,146     23-Feb-2012   23-Feb-2012
    REDECARD SA, SAO PAULO
  Security   P79941103   Meeting Type    ExtraOrdinary General Meeting
  Ticker Symbol     Meeting Date    29-Feb-2012
  ISIN   BRRDCDACNOR3   Agenda    703607816 - Management
  Record Date     Holding Recon Date    27-Feb-2012
  City / Country   BARUERI / Brazil   Vote Deadline Date    21-Feb-2012
  SEDOL(s)   B1Z8B68 - B29W635   Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 952009 DUE TO

SPLITTING OF-RESOLUTION I AND

APPLICATION OF SPIN CONTROL. ALL

VOTES RECEIVED ON THE PREVI-OUS

MEETING WILL BE DISREGARDED AND YOU

WILL NEED TO REINSTRUCT ON THIS

MEETIN-G NOTICE. THANK YOU.

  Non-Voting       None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting       None


  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 3 COMPANIES TO BE ELECTED AS THE SPECIALIZ-ED COMPANY THAT WILL BE RESPONSIBLE FOR THE PREPARATION OF THE VALUATION REPOR-T, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING-INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE RE-QUIRED TO VOTE FOR ONLY 1 OF THE 3 COMPANIES. THANK YOU.   Non-Voting       None
  I.A    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: Banco De Investimentos Credit Suisse Brasil S.A   Management   No Action     For
  I.B    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: Bank Of America Merrill Lynch Banco Multiplo S.A   Management   No Action     For
  I.C    Choice of the specialized company that will be responsible for the preparation of the valuation report of the shares of the company at economic value, based on a meeting of the board of directors held on February 10, 2012, in accordance with the terms of Section X of the Novo Mercado regulations and of paragraph 1 of article 37 of the Redecard Corporate Bylaws: N M Rothschild And Sons Brasil Ltda   Management   No Action     For
     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO INCLUSION OF COMMENT. IF YOU HAVE A-LREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DEC-IDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  289,300     29-Feb-2012  
    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050201    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-Mar-2012
  ISIN   US7960502018    Agenda   703628086 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   02-Mar-2012
  SEDOL(s)   2127800 - 4773096 - 5263701 - B16D4P2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of Balance Sheet, Income Statement, and Statement of Appropriation of-Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to Decemb-er 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share:- KRW 5,000 (Common) KRW 5,050 (Preferred)   Non-Voting       None
  2.1    Appointment of Independent Directors (3 persons): Mr. Dong Min Yoon, Dr. Han-j-oong Kim, and Dr. Byeong Gi Lee   Non-Voting       None
  2.2    Appointment of Executive Directors (3 persons): Mr. Geesung Choi, Dr. Oh-Hyun-Kwon, and Mr. Juhwa Yoon   Non-Voting       None
  2.3    Appointment of Members of Audit Committee (2 persons): Mr. Dong-Min Yoon and D-r. Han-joong Kim   Non-Voting       None
  3    Approval of the limit on the remuneration for the Directors-Proposed remunerat-ion limit for the 44th fiscal year: KRW 30 billion, Remuneration limit approve-d in the 43rd fiscal year: KRW 37 billion, Number of Directors: 7 (including 4- Independent Directors)   Non-Voting       None
  4    LCD Business Spin-off   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  28,324     05-Mar-2012   06-Mar-2012


    SAMSUNG ELECTRONICS CO LTD, SUWON
  Security   796050888   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    16-Mar-2012
  ISIN   US7960508882   Agenda    703629785 - Management
  Record Date   30-Dec-2011   Holding Recon Date    30-Dec-2011
  City / Country   SEOUL / Korea, Republic Of   Vote Deadline Date    02-Mar-2012
  SEDOL(s)   2507822 - 2763152 - 4942818 - 4963206 - 5263518 - B01D632   Quick Code   
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft) for the 43rd Fiscal Year (January 1, 2011 to December 31, 2011).-Cash Dividends (excluding interim dividends) Dividend per share: KRW 5,000 (Common) KRW 5,050 (Preferred)    Management   For   For   For
  2.1   Appointment of Independent Directors (3 persons)-Mr. Dong Min Yoon, Dr. Han-joong Kim, and Dr. Byeong Gi Lee    Management   Against   Against   Against
  2.2   Appointment of Executive Directors (3 persons) - Mr. Geesung Choi, Dr. Oh-Hyun Kwon, and Mr. Juhwa Yoon    Management   For   For   For
  2.3   Appointment of Members of Audit Committee (2 persons) -Mr. Dong-Min Yoon and Dr. Han-joong Kim    Management   Against   Against   Against
  3   Approval of the limit on the remuneration for the Directors -Proposed remuneration limit for the 44th fiscal year: KRW 30 billion -Remuneration limit approved in the 43rd fiscal year: KRW 37 billion -Number of Directors: 7 (including 4 Independent Directors)    Management   Against   Against   Against
  4   LCD Business Spin-off    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  14,530     05-Mar-2012   06-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V408   Meeting Type    Annual
  Ticker Symbol   PBR   Meeting Date    19-Mar-2012
  ISIN   US71654V4086   Agenda    933557350 - Management
  Record Date   27-Feb-2012   Holding Recon Date    27-Feb-2012
  City / Country                           / United States   Vote Deadline Date    13-Mar-2012
  SEDOL(s)     Quick Code   
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O1   MANAGEMENT REPORT AND FINANCIAL STATEMENTS, ACCOMPANIED OF OPINION FROM THE FISCAL BOARD, REGARDING THE FINANCIAL YEAR ENDED AS OF DECEMBER 31, 2011.    Management   For     For
  O2   CAPITAL BUDGET, REGARDING THE YEAR OF 2012.    Management   For     For
  O3   DESTINATION OF INCOME FOR THE YEAR OF 2011.    Management   For     For
  O4A   ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE CONTROLLING SHAREHOLDER.    Management   For     For
  O4B   ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS.    Management   Abstain     Abstain
    Comments-Insufficient information regarding proposed nominees
  O5   ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS APPOINTED BY THE CONTROLLING SHAREHOLDER.    Management   For     For
  O6A   ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE CONTROLLING SHAREHOLDER    Management   For     For
  O6B   ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS.    Management   Abstain     Abstain
    Comments-Insufficient information provided for the nominees
  O7   ESTABLISHMENT OF COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS IN THE FISCAL BOARD.    Management   For     For
  E1   INCREASE OF THE CAPITAL STOCK    Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF -Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  47,646     13-Mar-2012   13-Mar-2012
    PETROLEO BRASILEIRO S.A. - PETROBRAS
  Security   71654V101   Meeting Type    Annual
  Ticker Symbol   PBRA   Meeting Date    19-Mar-2012
  ISIN   US71654V1017   Agenda    933557362 - Management
  Record Date   27-Feb-2012   Holding Recon Date    27-Feb-2012
  City / Country                       / United States   Vote Deadline Date    13-Mar-2012
  SEDOL(s)     Quick Code   


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O4    ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information regarding proposed nominees
  O6    ELECTION OF THE MEMBERS OF THE FISCAL BOARD AND THEIR RESPECTIVE SUBSTITUTES: APPOINTED BY THE MINORITY SHAREHOLDERS (ACCOMPANYING THE VOTES OF THE CANDIDATE APPOINTED BY THE MAJORITY OF THE MINORITY SHAREHOLDERS)   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided for the nominees
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  336,200     13-Mar-2012   13-Mar-2012
    COCA-COLA FEMSA, S.A.B DE C.V.
  Security   191241108    Meeting Type   Annual
  Ticker Symbol   KOF    Meeting Date   20-Mar-2012
  ISIN   US1912411089    Agenda   933560840 - Management
  Record Date   05-Mar-2012    Holding Recon Date   05-Mar-2012
  City / Country   / United States    Vote Deadline Date   15-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  V    ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION.   Management   Against     Against
     Comments-Slate election; Related party transactions; Board size; Lack of committee independence; Other governance issues
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  50,500     15-Mar-2012   15-Mar-2012
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   22-Mar-2012
  ISIN   US7182526043    Agenda   933551891 - Management
  Record Date   23-Jan-2012    Holding Recon Date   23-Jan-2012
  City / Country   / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01    APPROVAL OF AMENDMENTS TO THE SEVENTH ARTICLE OF THE ARTICLES OF INCORPORATION OF THE COMPANY CONSISTING OF THE SUB-CLASSIFICATION OF THE AUTHORIZED PREFERRED CAPITAL STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  28,155     13-Mar-2012   13-Mar-2012
    ECOPETROL S A
  Security   279158109    Meeting Type   Annual
  Ticker Symbol   EC    Meeting Date   22-Mar-2012
  ISIN   US2791581091    Agenda   933554429 - Management
  Record Date   17-Feb-2012    Holding Recon Date   17-Feb-2012
  City / Country                       / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  4.    APPROVAL OF THE AGENDA   Management   For   Against   For
  5.    APPOINTMENT OF THE MEETING’S PRESIDENT   Management   For   Against   For
  6.    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  7.    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For
  13.    APPROVAL OF REPORTS PRESENTED BY THE MANAGEMENT, AND THE EXTERNAL AUDITOR AND APPROVAL OF FINANCIAL STATEMENTS   Management   For   Against   For
  14.    APPROVAL OF PROPOSAL FOR DIVIDEND DISTRIBUTION   Management   For   Against   For
  15.    ELECTION OF THE EXTERNAL AUDITOR AND ASSIGNMENT OF REMUNERATION   Management   Abstain   For   Abstain
     Comments-Insufficient information provided by the Company
  16.    ELECTION OF THE BOARD OF DIRECTORS   Management   For   Against   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date   

Date

Confirmed

                
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  104,700     19-Mar-2012    19-Mar-2012
    AMOREPACIFIC CORP, SEOUL
  Security   Y01258105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Mar-2012
  ISIN   KR7090430000    Agenda   703594576 - Management
  Record Date   31-Dec-2011    Holding Recon Date   31-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   B15SK50 - B19ZJD8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of financial statements   Management   For   For   For
  2.1    Election of Inside Director: Seo Gyeong Bae, Sim Sang Bae, Bae Dong Hyeon yun Bae   Management   For   For   For
  2.2    Election of Outside Director: Song Jae Yong, Gim Dong Su, I Eon O, Jo Dong Cheol, Nam Gung Eun   Management   For   For   For
  3    Election of Audit Committee Member who is an Outside Director: Song Jae Yong, Gim Dong Su, I Eon O   Management   For   For   For
  4    Approval of remuneration for director   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR NAMES. IF YOU H-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  3,670     13-Mar-2012   13-Mar-2012
    HANKOOK TIRE CO LTD, SEOUL
  Security   Y30587102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Mar-2012
  ISIN   KR7000240002    Agenda   703637314 - Management
  Record Date   31-Dec-2011    Holding Recon Date   31-Dec-2011
  City / Country   SEOUL / Korea, Republic Of    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   6107422 - B12G7K1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of financial statements   Management   For   For   For
  2    Amendment of articles of incorp   Management   For   For   For
  3    Election of director Min Hae Yeong, Jo Geon Ho   Management   For   For   For
  4   

Election of audit committee member Min Hae

Yeong

  Management   For   For   For
  5    Approval of remuneration for director   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

 

45,300

    12-Mar-2012   13-Mar-2012
    KB FINANCIAL GROUP INC
  Security   48241A105    Meeting Type   Annual
  Ticker Symbol   KB    Meeting Date   23-Mar-2012
  ISIN   US48241A1051    Agenda   933561210 - Management
  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1)    APPROVAL OF FINANCIAL STATEMENTS FOR FISCAL YEAR 2011   Management   For   For   For
  2)    AMENDMENT OF THE ARTICLES OF INCORPORATION   Management   For   For   For
  3)    APPOINTMENT OF DIRECTORS   Management   For   For   For
  4)    APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE, WHO ARE NON-EXECUTIVE DIRECTORS   Management   For   For   For
  5)    APPROVAL OF THE AGGREGATE REMUNERATION LIMIT FOR DIRECTORS   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

 

53,591

    16-Mar-2012   16-Mar-2012
    FOMENTO ECONOMICO MEXICANO S.A.B. DE CV
  Security   344419106    Meeting Type   Annual
  Ticker Symbol   FMX    Meeting Date   23-Mar-2012
  ISIN   US3444191064    Agenda   933564468 - Management
  Record Date   08-Mar-2012    Holding Recon Date   08-Mar-2012
  City / Country                       / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  O1    REPORT OF THE CHIEF EXECUTIVE OFFICER, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company      


  O2   REPORT WITH RESPECT TO THE COMPLIANCE OF TAX OBLIGATIONS.   Management   Abstain     Abstain
    Comments-Insufficient information provided by the Company      
  O3   APPLICATION OF THE RESULTS FOR THE 2011 FISCAL YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND, IN MEXICAN PESOS.   Management   For     For
  O4   PROPOSAL TO DETERMINE AS THE MAXIMUM AMOUNT OF RESOURCES TO BE USED FOR THE SHARE REPURCHASE PROGRAM OF THE COMPANY’S SHARES, THE AMOUNT OF $3,000’000,000.00 MEXICAN PESOS.   Management   For     For
  O5   ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE.   Management   Against     Against
    Comments-Slate election; Poor corporate governance practices; RPTs    
  O6   ELECTION OF MEMBERS OF THE FOLLOWING COMMITTEES: (I) FINANCE AND PLANNING, (II) AUDIT, AND (III) CORPORATE PRACTICES.   Management   Against     Against
    Comments-Lack of committee independence        
  O7   APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE MEETING’S RESOLUTION.   Management   For     For
  O8   READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.   Management   For     For
  E1   APPROVAL THAT DESARROLLO DE MARCAS REFRESQUERAS, S.A. DE C.V., ISILDUR, S.A. DE C.V., TIENDAS OXXO CEDIS MEXICO, S.A. DE C.V., ESTACIONES OXXO MEXICO, S.A. DE C.V., EMPRESAS CUADROX, S.A. DE C.V., CORPORACION EMPREX, S.A. DE C.V. AND CONSORCIO PROGRESIVO DE SERVICIOS REFRESQUEROS, S.A. DE C.V. MERGE INTO FOMENTO ECONOMICO MEXICANO, S.A.B. DE C.V.   Management   For     For
  E2   APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE MEETING’S RESOLUTION.   Management   For     For
  E3   READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE.   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

 

33,500

    19-Mar-2012   19-Mar-2012
    AMBUJA CEMENTS LTD
  Security   Y6140K106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Mar-2012
  ISIN   INE079A01024    Agenda   703636641 - Management
  Record Date      Holding Recon Date   23-Mar-2012
  City / Country   JUNAGADH / India    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   B09QQ11 - B0BV9F9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To consider and adopt the Profit & Loss Account for the Corporate Financial Year ended 31st December, 2011 and the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon   Management   For   For   For
  2    To declare a dividend on equity shares   Management   For   For   For
  3    To appoint a Director in place of Mr. Nasser Munjee, who retires by rotation and being eligible, offers himself for re-appointment   Management   Against   Against   Against
  4    To appoint a Director in place of Mr. Rajendra P. Chitale, who retires by rotation and being eligible, offers himself for re-appointment   Management   For   For   For
  5    To appoint a Director in place of Mr. Shailesh Haribhakti, who retires by rotation and being eligible, offers himself for re-appointment   Management   Against   Against   Against
  6    Resolved that M/s S.R. Batliboi & Co. (Membership No. 301003E), Chartered Accountants, be and are hereby appointed as Statutory Auditors of the company, to hold the office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the company and to authorize the Board to fix their remuneration   Management   For   For   For
  7    Resolved that pursuant to the provisions of Section 260 and all other applicable provisions, if any, of the Companies Act, 1956, Mr. Bernard Fontana who was appointed as an Additional Director of the Company and who holds office only up to the date of this Annual General Meeting and being eligible, offers himself for appointment and in respect of whom the Company has received a notice in writing from one of the members, pursuant to the provisions of Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Bernard Fontana for the office of the Director, be and is hereby appointed as a Director of the Company, not liable to retire by rotation   Management   For   For   For


  8    Resolved that pursuant to the provisions of Section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) the Articles of Association of the Company be and are hereby altered / amended in the following articles 2, 8, 106, 122, 123, 124, 125, 139(a), 153, 155(b), 167(a) as specified. Resolved further that pursuant to the provisions of Section 31 of the Companies Act, 1956, approval of the members be and is hereby accorded to the automatic deletion of Article 153 (a), (b) & (c) of the Articles of Association of the Company upon Mr. Narotam S. Sekhsaria ceasing to be the Chairman of the Company, and no further approval or consent of the shareholders’ shall be required for such deletion and insertion of CONTD   Management   For   For   For
  CONT    CONTD a new Article 153 stating “The Board may from time to time elect from-among their number, a Chairman of the Board and determine the period for-which he is to hold office. The Directors may likewise appoint from among-their number, a Vice Chairman and determine the period for which he is to-hold office. If at any meeting of the Board, the Chairman and the Vice-Chairman are not present within fifteen minutes after the time appointed for-holding the same, or both of them are unwilling to act as Chairman of the-meeting, the Directors present may choose one of their number to be the- Chairman of the meeting. Resolved further that the Managing Director and the-Company Secretary of CONTD   Non-Voting       None
  CONT    CONTD the Company be and are hereby severally authorized to do all such acts,-deeds, matters and things as may be necessary or desirable for and on behalf-of the Company for the purpose of giving effect to this resolution   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

 

1,966,100

    13-Mar-2012   14-Mar-2012
    PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD, BANG
  Security   Y7145P165    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   TH0355A10Z12    Agenda   703644852 - Management
  Record Date   15-Feb-2012    Holding Recon Date   15-Feb-2012
  City / Country   BANGKOK / Thailand    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1359J0 - B13B738 - B13JK44    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  cmmt    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 958715 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  cmmt    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING,WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To acknowledge the 2011 Performance Result and 2012 Work Plan of the Company   Non-Voting       None
     Comments-Non Voting Agenda Item        
  2    To approve the 2011 financial statements   Management   For   For   For
  3    To approve the dividend payment for 2011 performance   Management   For   For   For
  4    To appoint the Auditor and consider the Auditor’s fees for year 2012   Management   For   For   For
  5.1    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Chakkrit Parapuntakul   Management   For   For   For
  5.2    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mrs. Varanuj Hongsaprabhas   Management   For   For   For
  5.3    To approve the appointment of new director in replacement of those who are due to retire by rotation: General Pornchai Kranlert   Management   For   For   For
  5.4    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Anon Sirisaengtaksin   Management   For   For   For
  5.5    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Prajya Phinyawat   Management   For   For   For
  6    To approve the directors’ and the sub- committees’ remuneration for year 2012   Management   For   For   For
  7    Other Matters (if any)   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise      


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  958,800     21-Mar-2012   21-Mar-2012
    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   ID1000118201    Agenda   703655588 - Management
  Record Date   12-Mar-2012    Holding Recon Date   12-Mar-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   6709099 - B01Z5X1 - B1BJTH2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of Annual Report including the ratification of Company’s Financial Report and the Board of Commissioners’ Supervisory Duties Report for the Financial Year of 2011   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company    
  2    Ratification of the Annual Report including the Financial Report of the Partnership and Community Development Program (Program Kemitraan dan Program Bina Lingkungan) for the Financial Year of 2011   Management   For   For   For
  3    Appropriation of the Company’s net profit for the Financial Year of 2011   Management   For   For   For
  4    Determination of salaries, honorarium, bonuses and other benefit for the Board of Directors and the Board of Commissioners   Management   For   For   For
  5.a    Appointment of Public Accountant Office to audit the Company’s Financial Report for the Financial Year of 2012   Management   For   For   For
  5.b    Appointment of Public Accountant Office to audit the Partnership and Community Development Program for the Financial Year of 2012   Management   For   For   For
  6    Approval of the change of the Company’s Article of Association   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company    
  7    Approval of the change of the Board of Directors and/or the Board of Commissioners   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  9,552,000     20-Mar-2012   20-Mar-2012
    ARCELIK AS, ISTANBUL
  Security   M1490L104    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   TRAARCLK91H5    Agenda   703639584 - Management
  Record Date      Holding Recon Date   27-Mar-2012
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   09-Mar-2012
  SEDOL(s)   4051800 - 4311678 - B02QQ18 - B03MP18 - B03N1Y6 - B03N2C1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU- HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU.   Non-Voting       None
  1    Opening and election of the presidency board   Management   No Action     For
  2    Reading and discussion of reports prepared by the board and auditors and summary of the independent audit firm report and discussion of balance sheet and income statement of 2011   Management   No Action     For
  3    Discharging of liability of the board members and auditors from operations of 2011   Management   No Action     For
  4    Discussion of profit distribution and profit distribution date   Management   No Action     For
  5    Information to the shareholders about profit distribution policy of 2012 and succeeding years   Management   No Action     For
  6    Information to the shareholders about firm information policy   Management   No Action     For
  7    Approval of the amendment of articles of 11,12,15,16,23,26 and adding of the articles 34 and 45 of articles of association   Management   No Action     For
  8    Fixing of number of board members and determination of their terms of office and election of the board members and decision on independent audit firm   Management   No Action     Against
  9    Fixing of number of auditors and election of the auditors   Management   No Action     For
  10    Determination of wage policy of board members and top executives   Management   No Action     Abstain
  11    Determination of gross salary of board members and auditors   Management   No Action     For
  12    Approval of independent audit firm   Management   No Action     For


  13    Empowerment of the board of directors in connection with matter falling within the scope of article 334 and 335 of Turkish Commercial Code   Management   No Action     For
  14    Information to the shareholders about donations of 2011   Management   No Action     For
  15    Authorizing the presidency board to sign the minutes   Management   No Action     For
  16    Wishes and opinions   Management   No Action     For

 

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,671,060     13-Mar-2012   13-Mar-2012
    CREDICORP LTD.
  Security   G2519Y108    Meeting Type   Annual
  Ticker Symbol   BAP    Meeting Date   30-Mar-2012
  ISIN   BMG2519Y1084    Agenda   933556423 - Management
  Record Date   13-Feb-2012    Holding Recon Date   13-Feb-2012
  City / Country   / United States    Vote Deadline Date   29-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.    TO CONSIDER AND APPROVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011, INCLUDING THE REPORT OF THE INDEPENDENT AUDITORS OF THE COMPANY THEREON.   Management   For   For   For
  2.    TO DEFINE THE REMUNERATION OF DIRECTORS OF THE COMPANY AND OF DIRECTORS THAT PERFORM THE ROLE OF MEMBERS OR ADVISORS OF THE BOARD OF DIRECTORS’ COMMITTEES.   Management   For   For   For
  3.    TO APPOINT THE EXTERNAL AUDITORS OF THE COMPANY TO PERFORM SUCH SERVICES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2012 AND TO DEFINE THE FEES FOR SUCH AUDIT SERVICES.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST COMPANY

  44,900     29-Mar-2012   29-Mar-2012
    ANTA SPORTS PRODUCTS LTD
  Security   G04011105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   KYG040111059    Agenda   703632427 - Management
  Record Date   28-Mar-2012    Holding Recon Date   28-Mar-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1YVKN8 - B235FM2 - B2468S1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0301/LTN20120301416.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditor of the Company for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend in respect of the year ended 31 December 2011   Management   For   For   For
  3    To re-elect Mr. Ding Shijia as executive director of the Company   Management   For   For   For
  4    To re-elect Mr. Lai Shixian as executive director of the Company   Management   For   For   For
  5    To re-elect Mr. Yeung Chi Tat as independent non-executive director of the Company   Management   For   For   For
  6    To authorise the board of directors of the Company to fix the remuneration of the Company’s directors   Management   Against   Against   Against
     Comments-Fees are excessive        
  7    To re-appoint KPMG as the Company’s auditor and to authorise the board of directors of the Company to fix their remuneration   Management   For   For   For
  8    To grant a general mandate to the directors of the Company to allot, issue and deal with the Company’s shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount  
  9    To grant a general mandate to the directors of the Company to repurchase the Company’s shares   Management   For   For   For
  10    To extend the general mandate granted to the directors of the Company under resolution no. 8 by the number of shares repurchased   Management   Against   Against   Against
     Comments-Lack of information regarding discount rate of issue price.    


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  2,062,000     21-Mar-2012   21-Mar-2012
    ODONTOPREV SA, BARUERI, SP
  Security   P7344M104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   BRODPVACNOR4    Agenda   703636300 - Management
  Record Date      Holding Recon Date   29-Mar-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   B1H6R62    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  I    Consideration of the proposal for the amendment of the corporate bylaws to adapt them to the Novo Mercado regulations and the changes in Law 6044.76   Management   No Action     For
  II    Consideration of the proposal for a split of the shares issued by the company, under which each existing share will come to be represented by three shares, and the consequent amendment of the corporate bylaws in such a way as to reflect the new number of shares into which the share capital will be divided   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  256,000     22-Mar-2012   22-Mar-2012
    ODONTOPREV SA, BARUERI, SP
  Security   P7344M104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   BRODPVACNOR4    Agenda   703638328 - Management
  Record Date      Holding Recon Date   29-Mar-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   B1H6R62    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  1    To receive the accounts of the board of directors, to examine, discuss and vote on the financial statements, for the fiscal year that ended on December 31, 2011   Management   No Action     For
  2    To decide on the allocation of net income, including the proposed capital budget and the distribution of dividends   Management   No Action     For
  3    Establishment of the limit amount for the aggregate annual compensation of the managers of the company   Management   No Action     For
  4    Election of the members of the board of directors and finance committee   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  256,000     22-Mar-2012   22-Mar-2012


    ZENITH BANK PLC, LAGOS
  Security   V9T871109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   03-Apr-2012
  ISIN   NGZENITHBNK9    Agenda   703674691 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   TBD / Nigeria    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B01CKG0 - B29X2S5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the accounts and the reports thereon   Management   For   For   For
  2    To declare a dividend   Management   For   For   For
  3    To re-elect as directors   Management   Against   Against   For
     Comments-Insufficient information provided by the Company      
  4    To fix the remuneration of the directors   Management   Against   Against   For
     Comments-Insufficient information provided by the Company      
  5    To authorize the directors to fix the remuneration of the auditors   Management   Against   Against   Abstain
     Comments-Insufficient information provided by the Company      
  6    To elect members of the audit committee   Management   Against   Against   Abstain
     Comments-Insufficient information provided by the Company      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  35,472,000     27-Mar-2012   27-Mar-2012
    THE SIAM COMMERCIAL BANK PUBLIC CO LTD
  Security   Y7905M113    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   TH0015010018    Agenda   703653700 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   BANGKOK / Thailand    Vote Deadline Date   29-Mar-2012
  SEDOL(s)   5314041 - 6889935 - B01DQW1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 956111 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To consider and adopt the minutes of the extraordinary general meeting of shareholders no. 2/2011 held on 30 June 2011   Management   For   For   For
  2    To acknowledge the annual report of the board of directors   Management   For   For   For
  3    To consider and approve the financial statements for the year ended 31 December 2011   Management   For   For   For
  4    To consider and approve the allocation of profit from the bank’s operational results of year 2011 and the dividend payment   Management   For   For   For
  5    To consider and approve the distribution of directors’ remuneration for the year 2012 and the allocation of directors’ bonus for the year 2011   Management   For   For   For
  6.1    To consider and elect the director in replacement of those retired by rotation: Mr. Vichit Suraphongchai   Management   For   For   For
  6.2    To consider and elect the director in replacement of those retired by rotation: Mr. Bodin Asavanich   Management   For   For   For
  6.3    To consider and elect the director in replacement of those retired by rotation: Miss Supa Piyajitti   Management   For   For   For
  6.4    To consider and elect the director in replacement of those retired by rotation: Mr. Maris Samaram   Management   For   For   For
  6.5    To consider and elect the director in replacement of those retired by rotation: Assoc. Prof. Kulpatra Sirodom   Management   For   For   For
  7    To consider and appoint the auditors and fix the auditing fee   Management   For   For   For
  8    To consider and approve the acceptance of transfer of The Siam Industrial Credit Public Company Limited (“SICCO”)’s entire business   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company      
  9    To consider and approve the delegation of power to the Executive Committee, the Chairman of Executive Committee, the President, or any other person to whom the Executive Committee, the Chairman of Executive Committee, or the President assigns, to proceed with any acts and things in relation to and/or in connection with the acceptance of transfer of the entire business of SICCO under the Business Transfer Plan approved by the BoT   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company      
  10    To consider and approve the issuance and offering for sale of debentures   Management   For   For   For


  11    To consider and approve the amendment to clause 4 of the bank’s memorandum of association in order for it to be in line with the conversion of preferred shares into ordinary shares in the year 2011   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,147,070     27-Mar-2012   29-Mar-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   BRRDCDACNOR3    Agenda   703671544 - Management
  Record Date      Holding Recon Date   03-Apr-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   28-Mar-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  1    To take cognizance of the report from the management, of the report from the independent auditors and of the summary of the report from the audit committee and to examine, for a vote, the balance sheet, other financial statements and explanatory notes, relative to the fiscal year that ended on December 31, 2011   Management   No Action     For
  2    To decide regarding the proposal for the allocation of the net profit from the fiscal and the distribution of dividends   Management   No Action     For
  3    To elect the members of the board of directors for a new two year term in office   Management   No Action     For
  4    To establish the amount allocated to the compensation of the members of the board of directors, of the audit committee and of the executive committee for the 2012 fiscal year   Management   No Action     Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  289,300     26-Mar-2012   26-Mar-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   BRRDCDACNOR3    Agenda   703672027 - Management
  Record Date      Holding Recon Date   03-Apr-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   28-Mar-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  1    To increase the share capital of the company, from BRL 568,261,461.20 to BRL 681,913,753.44, without the issuance of shares, through the capitalization of the amount of BRL 113,652,292.24 which is in the legal reserve account   Management   No Action     For
  2    To amend the main part of Article 5 of the corporate bylaws to state the new share capital amount   Management   No Action     For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  289,300     26-Mar-2012   26-Mar-2012
    TURKIYE GARANTI BANKASI AS, ISTANBUL
  Security   M4752S106    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   12-Apr-2012
  ISIN   TRAGARAN91N1    Agenda   703658495 - Management
  Record Date      Holding Recon Date   10-Apr-2012
  City / Country   ISTANBUL / Turkey Blocking    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   4361617 - B032YF5 - B03MYP5 - B03N2W1 - B04KF33    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF ATTORNEY (POA) REQUIRMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU- HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU.   Non-Voting       None
  1    Opening and formation of the Board of Presidency   Management   No Action     For
  2    Authorization of the Board of Presidency for signing the minutes of the Ordinary General Meeting of Shareholders   Management   No Action     For
  3    Reading and discussion of the Board of Directors’ Annual Activity Report and Auditors’ Reports   Management   No Action     For
  4    Reading, discussion and ratification of the Balance Sheet and Income Statement and acceptance or rejection by discussion of the Board of Directors’ proposal regarding the dividend distribution   Management   No Action     For
  5    Amendment to Article 7 of the Articles of Association of the Bank   Management   No Action     For
  6    Release of members of the Board of Directors and Auditors   Management   No Action     For
  7    Election of members of the Board of Directors and Auditors   Management   No Action     Against
  8    Determination of the remuneration and attendance fees of the members of the Board of Directors and Auditors   Management   No Action     Abstain
  9    Informing the shareholders with regard to the charitable donations   Management   No Action     For
  10    Authorization of the members of the Board of Directors to conduct business with the Bank (provisions of the Banking Law to be reserved) in accordance with Articles 334 and 335 of Turkish Commercial Code   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  786,800     22-Mar-2012   22-Mar-2012
    NATURA COSMETICOS SA, SAO PAULO
  Security   P7088C106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Apr-2012
  ISIN   BRNATUACNOR6    Agenda   703658560 - Management
  Record Date      Holding Recon Date   11-Apr-2012
  City / Country   SERRA / Brazil    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B014K55 - B05PRV9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  1    To examine, discuss and approve the financial statements relating to the fiscal year that ended on December 31, 2011   Management   No Action     For


  2    To consider the proposal for the capital budget for the year 2012, the allocation of the net profit from the fiscal year ending on December 31, 2011, and to ratify the early distributions of dividends and interim interest on net equity   Management   No Action     For
  3    To elect the members of the companys board of directors   Management   No Action     For
  4    To establish the aggregate remuneration of the managers of the company to be paid until the annual general meeting that votes on the financial statements from the fiscal year that will end on December 31, 2012   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  101,500     04-Apr-2012   04-Apr-2012
    NATURA COSMETICOS SA, SAO PAULO
  Security   P7088C106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   13-Apr-2012
  ISIN   BRNATUACNOR6    Agenda   703669703 - Management
  Record Date      Holding Recon Date   11-Apr-2012
  City / Country   SERRA / Brazil    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B014K55 - B05PRV9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 962615 DUE TO DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU   Non-Voting       None
  1    To amend article 5 of the corporate bylaws of the company, in such a way as to reflect the increases in the capital approved by the board of directors, within the limits of the authorized capital, until the date the general meeting is held   Management   No Action     For
  2.A    To proceed with a broad amendment and restatement of the corporate bylaws of the company, with the following changes and inclusions standing out, with it being observed that the references to the articles of the corporate bylaws are based on the numbering from the proposal for the amendment of the corporate bylaws that was sent through the IPE system, to adapt the corporate bylaws of the company to the minimum bylaws clauses provided for in the Novo Mercado listing regulations, through the amendment and or inclusion of the following provisions of the corporate bylaws, inclusion of a sole paragraph in article 1, inclusion of a sole paragraph in article 5, amendment of paragraph 2 of article 13, amendment of the main part and paragraph 1 of article 16, inclusion of paragraph 6 in article 16, amendment of line xxiii of article 20, inclusion of line xxvi in article 20, amendment of paragraph 3 of article 26, amendment of article 30, amendment of article 31, amendment of article 32, inclusion of an article 33, amendment of article 34, amendment of article 35, amendment of article 36, inclusion of paragraphs 1 and 2 in article 36, amendment of article 37, inclusion of an article 38, amendment of article 40, inclusion of an article 41, inclusion of an article 42, inclusion of an article 43 and inclusion of an article 45   Management   No Action     For
  2.B    To improve the wording of article 6   Management   No Action     For
  2.C    To exclude paragraph 1 from article 6   Management   No Action     For
  2.D    To approve the wording of lines I and V of article 12   Management   No Action     For
  2.E    To amend the main part of article 16, to increase the maximum number of members of the board of directors from 7 to 9 members   Management   No Action     For
  2.F    To exclude paragraph 2 from article 16, bearing in mind that the provisions contained there are already contemplated in article 17 of the bylaws   Management   No Action     For
  2.G    To exclude paragraph 3 from article 16, bearing in mind that the provisions contained there are already contemplated in paragraphs 1 and 3 of article 13 of the bylaws   Management   No Action     For


  2.H    To amend the wording of article 18, in such a way as to include a maximum of three members for the position of co-chairpersons of the board of directors   Management   No Action     For
  2.I    To exclude paragraph 2 from article 18, bearing in mind that there is a conflict between that provision and paragraph 1 of article 15 of the bylaws, thereby allowing a co-chairperson who is chairing a meeting of the board of directors to have the deciding vote in the event of a tie vote   Management   No Action     For
  2.J    To amend the wording of the former paragraph 3 of article 18, for the purpose of making it explicit that, in the event of a permanent vacancy of a member of the board of directors, a general meeting will be called to replace him or her   Management   No Action     For
  2.K    To amend the main part of article 3 and include a paragraph 4 in article 19, in such a way as to make it more flexible and provide greater detail regarding the manner of long distance participation of members of the board of directors in meetings of the board of directors and the procedure applicable in the event of a temporary vacancy   Management   No Action     For
  2.L    To amend lines X, XII, XV, XVIII, XX and XXII of article 20 and to include in it a line XXVII, for the purpose of improving its wording and to conform it to the provisions of the Brazilian corporate law   Management   No Action     For
  2.M    To exclude part of paragraph 1 from article 21, bearing in mind that the matter dealt with there is provided for in paragraph 3 of article 13 of the corporate bylaws   Management   No Action     For
  2.N    To amend the wording of article 22, in such a way as to include mention of the representation and observance of the authority limit of the officers   Management   No Action     For
  2.O    To amend the wording of paragraph 3 of article 25 to improve the wording   Management   No Action     None
  2.P    To amend the wording of paragraph 5 in article 28 to improve the wording and conform it to the provisions of the Brazilian corporate law   Management   No Action     None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 2C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  101,500     04-Apr-2012   04-Apr-2012
    DRAGON OIL PLC, DUBLIN
  Security   G2828W132    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Apr-2012
  ISIN   IE0000590798    Agenda   703668751 - Management
  Record Date      Holding Recon Date   16-Apr-2012
  City / Country   LONDON / Ireland    Vote Deadline Date   11-Apr-2012
  SEDOL(s)   0059079 - 5323218 - 7578384 - B01ZKJ2 - B3K6LH2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the financial statements for the year ended 31 December 2011   Management   For   For   For
  2    To declare a dividend   Management   For   For   For
  3.a    To re-elect Mr. Mohammed Al Ghurair as a Director   Management   For   For   For
  3.b    To re-elect Dr. Abdul Jaleel Al Khalifa as a Director   Management   For   For   For
  3.c    To re-elect Mr Nigel McCue as a Director   Management   For   For   For
  3.d    To re-elect Ahmad Sharaf as a Director   Management   For   For   For
  3.e    To re-elect Ahmad Al Muhairbi as a Director   Management   For   For   For
  3.f    To re-elect Saeed Al Mazrooei as a Director   Management   For   For   For
  3.g    To re-elect Thor Haugnaess as a Director   Management   For   For   For
  4    To receive the Directors’ Remuneration report for the year ended 31 December 2011   Management   Against   Against   Against
     Comments-No performance metrics or limits disclosed; poor overall structure/disclosure  
  5    To authorise the Directors to fix the Auditors’ remuneration   Management   For   For   For
  6    To authorise general meetings outside the Republic of Ireland   Management   For   For   For
  7    To authorise the calling of general meetings on not less than 14 days’ notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders  
  8    To authorise the Directors to allot equity securities   Management   For   For   For
  9    To authorise the repurchase of the Company’s shares   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 3C.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item  


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  188,810     11-Apr-2012   17-Apr-2012
    VALE S.A.
  Security   91912E204    Meeting Type   Annual
  Ticker Symbol   VALEP    Meeting Date   18-Apr-2012
  ISIN   US91912E2046    Agenda   933592621 - Management
  Record Date   19-Mar-2012    Holding Recon Date   19-Mar-2012
  City / Country                       / United States    Vote Deadline Date   13-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.1    APPRECIATION OF THE MANAGEMENTS’ REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011   Management   For   Against   For
  1.2    PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET FOR VALE, PURSUANT TO ARTICLE 196 OF THE BRAZILIAN CORPORATE LAW   Management   For   Against   For
  1.3    APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL   Management   For   Against   For
  1.4    ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS, AND THE RATIFICATION OF THE REMUNERATION PAID IN FISCAL YEAR OF 2011   Management   For   Against   Against
     Comments-Glass Lewis likes the structure of the renumeration vote, and is voting against solely due to some missing disclosures. Harding Loevner thinks it’s more important to support the shareholder-value creation based bonuses for this company than to signal our desire for more disclosure.  
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  1765022  

HLF -Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  326,900     13-Apr-2012   13-Apr-2012
    PT UNITED TRACTORS TBK
  Security   Y7146Y140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   20-Apr-2012
  ISIN   ID1000058407    Agenda   703671366 - Management
  Record Date   04-Apr-2012    Holding Recon Date   04-Apr-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   11-Apr-2012
  SEDOL(s)   6230845 - B021Y86 - B3BJJP4    Quick Code  
    Item    Proposal    Type   Vote  

For/Against

Management

 

Preferred  Provider

Recommendation

  1    Approval on annual report and ratification on financial report for book year 2011    Management   For   For   For
  2    Determination on company’s profit for book year 2011    Management   For   For   For
  3    Determination on salary, allowances, and honorarium for the company’s board    Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company      
  4    Appointment of public accountant for book year 2012    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  1,195,500     11-Apr-2012   11-Apr-2012
    BANCO SANTANDER CHILE
  Security   05965X109    Meeting Type   Annual
  Ticker Symbol   BSAC    Meeting Date   24-Apr-2012
  ISIN   US05965X1090    Agenda   933605113 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.    APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AND ITS SUBSIDIARIES, THE INDEPENDENT REPORT OF THE EXTERNAL AUDITORS, AND THE NOTES CORRESPONDING TO THE FINANCIAL YEAR ENDING DECEMBER 31ST OF 2011.   Management   For   For   For
  2.    APPROVE THE PAYMENT OF A DIVIDEND OF CH$1.38527763 PER SHARE OR 60% OF 2011 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS AS A DIVIDEND, WHICH WILL PAID IN CHILE BEGINNING ON APRIL 25, 2012. THE REMAINING 40% OF 2011 NET INCOME ATTRIBUTABLE TO SHAREHOLDERS WILL BE RETAINED AS RESERVES.   Management   For   For   For
  3.    APPROVAL OF EXTERNAL AUDITORS. THE BOARD IS PROPOSING THE RE- ASSIGNMENT OF DELOITTE AUDITORES Y CONSULTORES LIMITADA, THE BANK’S CURRENT AUDITORS.   Management   For   For   For
  4.    THE BOARD IS PROPOSING TO MAINTAIN THE CURRENT LOCAL RATING AGENCIES: FELLER RATE AND FITCH RATING CHILE.   Management   For   For   For


  5.   APPROVE THE BOARD OF DIRECTORS’ 2011 REMUNERATION. THE PROPOSAL IS NO CHANGE IN REAL TERMS TO THE AMOUNT APPROVED IN 2011. FOR DETAILS REGARDING REMUNERATION OF THE BOARD OF DIRECTORS SEE NOTE 37D OF OUR 2011 AUDITED FINANCIAL STATEMENTS.   Management   For   For   For
  6.   APPROVAL OF THE AUDIT COMMITTEE’S 2012 BUDGET AND REMUNERATION FOR ITS MEMBERS.   Management   For   For   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  56,126     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612497 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against    

Against

  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For    

For

  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  373,654     20-Apr-2012   20-Apr-2012
    AMERICA MOVIL, S.A.B. DE C.V.
  Security   02364W105    Meeting Type   Annual
  Ticker Symbol   AMX    Meeting Date   25-Apr-2012
  ISIN   US02364W1053    Agenda   933612512 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  I    APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES “L” SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON.   Management   Against     Against
     Comments-Not enough independent directors on board.      
  II    APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON.   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  351,654     20-Apr-2012   20-Apr-2012
    RICHTER GEDEON PLC
  Security   X3124R133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Apr-2012
  ISIN   HU0000067624    Agenda   703713568 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   BUDAPEST / Hungary    Vote Deadline Date   10-Apr-2012
  SEDOL(s)   4042387 - 5076954 - B01YTN6 - B1BDH36 - B28LKX1 - B3QQGK4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR- YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None


  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 970321 DUE TO CHANGE IN TE-XT OF AGENDA AND VOTING STATUS OF THE RESOLUTION. ALL VOTES RECEIVED ON THE PR-EVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEE-TING NOTICE. THANK YOU.   Non-Voting       None
  1    The approval of the use of a computerised voting machine for the official coun-ting of the votes during the AGM   Non-Voting       None
  2    To approve that a sound recording shall be made of the proceedings of the AGM-in order to assist in the preparation of the minutes of the AGM. The sound rec-ording shall not be used for the purpose of the preparation of a verbatim vers-ion of the minutes   Non-Voting       None
  3    To appoint. Andras Szecskay to chair the Annual General Meeting, Mrs. Jozsefne-Figuly to be the keeper of the minutes, Mr. Andras Rado, an individual shareh-older, to confirm the minutes of the meeting, and Mr. Robert Rohaly, to be the- chairman of the vote counting committee   Non-Voting       None
  4    The AGM-taking into account and accepting the report submitted by PricewaterhouseCoopers Auditing Ltd., in its capacity as statutory auditor of the company, and the report submitted by the supervisory board-including the report of the audit board as well-would like to approve the report of the Board of Directors of the company regarding the operation and business activities of the company in the 2011 business year   Management   No Action     For
  5    The AGMS approval of the payment of HUF 12,211,485,660.00 as dividend relating to the common shares   Management   No Action     For
  6    The approval of the deposit of the remaining amount of after-tax profit into the accumulated profit reserves of the company   Management   No Action     For
  7    The approval of the 2011 annual report of the company prepared and audited in accordance with Hungarian accounting principles by PricewaterhouseCoopers Auditing Ltd   Management   No Action     For
  8    The AGMS approval of the consolidated report of the board of directors regarding the operation and business activities of the Richter Group in the 2011 business year prepared in accordance with international accounting standards   Management   No Action     For
  9    The AGMS approval of the corporate governance report of the company as proposed by the board of directors of the company   Management   No Action     For
  10    The approval of the amendment of the statutes concerning persons that may be commissioned to administer the share register according to annex 1 section 1 of the minutes of the AGM, as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  11    The approval of the amendment refining the Hungarian text of the statutes concerning certain matters in competence of the AGM and the majority of votes required for decision on such matters according to annex 1 section 2 of the minutes of the AGM, as well as the consolidated version of the Company’s statutes including such modification   Management   No Action     For
  12    The approval of the amendment of the statutes concerning the reference to the closing of the share register according to annex 1 section 3 of the minutes of the AGM as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  13    The approval of the amendment of the statutes concerning the members and competence of the audit board according to annex 1 section 4 of the minutes of the AGM, as well as the consolidated version of the company’s statutes including such modification   Management   No Action     For
  14    The approval of the authorization of the board of directors of the company to purchase its own common shares   Management   No Action     For
  15    The approval of re-election of Dr. Attila Chikan as member of the supervisory board for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  16    The approval of the election of Dr. Jonathan Robert Bedros as member of the supervisory board for a period of 3 year expiring on the AGM in 2015   Management   No Action     Abstain
  17    The approval of the election of Mrs. Tamasne Mehesz as member of the supervisory board for a period of 3 year expiring on the AGM in 2015   Management   No Action     Abstain
  18    The approval of the re-election of Mr. Gabor Toth as member of the supervisory board appointed by the company’s employees for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  19    The approval of the re-election of Mr. Jeno Fodor as member of the supervisory board appointed by the company’s employees for a period of 3 years expiring on the AGM in 2015   Management   No Action     For


  20    The approval of the election of supervisory board member Dr. Attila Chikan, Dr. Jonathan Robert Bedros and Mrs. Tamasne Mehesz as members of the audit board for a period of 3 years expiring on the AGM in 2015   Management   No Action     For
  21    The approval of the honoraria for the members of the company’s board of directors for 2012 effective as of January 1, 2012 according to the following: president of the board of directors HUF 625.000/month members of the board of directors HUF 520.000/month/member   Management   No Action     For
  22    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: The approval of the shareholder motion of Pioneer Befektetesi Alapkezelo Zrt. according to which the president and members of the board of directors shall receive the following reward for their annual activities: president of the board of directors HUF 600.000, members of the board of directors HUF 500,000 / member   Shareholder   No Action     Against
  23    The approval of the honoraria for the company’s supervisory board in regard to the 2012 business year as of January 1, 2012 as follows: chairman of the supervisory board HUF 460.000/month members of the supervisory board HUF 375.000/month/member   Management   No Action     For
  24    The approval of the election of PricewaterhouseCoopers auditing ltd as the company’s statutory auditor for a period of one year expiring on April 30, 2013   Management   No Action     For
  25    The approval of the honoraria amounting to HUF 19 million + vat for PricewaterhouseCoopers auditing Ltd for its performance as auditor of the company in 2012   Management   No Action     For
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 07 MAY 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  12,000     11-Apr-2012   13-Apr-2012
    GRUPO AEROPORTUARIO DEL SURESTE SA DE CV
  Security   40051E202    Meeting Type   Annual
  Ticker Symbol   ASR    Meeting Date   26-Apr-2012
  ISIN   US40051E2028    Agenda   933599118 - Management
  Record Date   26-Mar-2012    Holding Recon Date   26-Mar-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1A.    REPORT OF THE CHIEF EXECUTIVE OFFICER, IN ACCORDANCE WITH ARTICLE 172 OF THE GENERAL CORPORATIONS LAW AND OF ARTICLE 44, SUBSECTION XI, OF THE SECURITIES MARKET LAW (“LEY DEL MERCADO DE VALORES”), ACCOMPANIED BY THE INDEPENDENT AUDITOR’S REPORT, IN CONNECTION WITH THE OPERATIONS AND RESULTS FOR THE FISCAL YEAR ENDED THE DECEMBER 31, 2011, AS WELL AS OF THE BOARD OF DIRECTORS’ OPINION OF THE CONTENT OF SUCH REPORT.   Management   For     For
  1B.    REPORT OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE 172, SUBSECTION B, OF THE GENERAL CORPORATIONS LAW, WHICH CONTAINS THE MAIN POLICIES, AS WELL AS THE ACCOUNTING AND REPORTING CRITERIA FOLLOWED IN THE PREPARATION OF THE FINANCIAL INFORMATION OF THE COMPANY.   Management   For     For
  1C.    REPORT OF THE ACTIVITIES AND OPERATIONS IN WHICH THE BOARD OF DIRECTORS INTERVENED, IN ACCORDANCE WITH ARTICLE 28 IV (E) OF THE SECURITIES MARKET LAW.   Management   For     For
  1D.    INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011.   Management   For     For
  1E.    ANNUAL REPORT ON THE ACTIVITIES CARRIED OUT BY THE AUDIT COMMITTEE OF THE COMPANY IN ACCORDANCE WITH ARTICLE 43 OF THE SECURITIES MARKET LAW AND REPORT ON THE COMPANY’S SUBSIDIARIES.   Management   For     For


  1F.    REPORT ON COMPLIANCE WITH THE TAX OBLIGATIONS OF THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010, IN ACCORDANCE WITH ARTICLE 86, SECTION XX OF THE INCOME TAX LAW (“LEY DEL IMPUESTO SOBRE LA RENTA”).   Management   For     For
  2A.    APPROVAL OF THE APPLICATION OF THE COMPANY’S RESULTS FOR THE YEAR: PROPOSAL TO INCREASE THE LEGAL RESERVE BY PS. 79,617,787.   Management   For     For
  2B.    APPROVAL OF THE APPLICATION OF THE COMPANY’S RESULTS FOR THE YEAR: PROPOSAL AND, IF APPLICABLE, APPROVAL OF THE AMOUNT OF PS. 432,737,945 AS THE MAXIMUM AMOUNT THAT MAY BE USED BY THE COMPANY TO REPURCHASE ITS SHARES IN 2012 PURSUANT TO ARTICLE 56 OF THE SECURITIES MARKET LAW; PROPOSAL AND, IF APPLICABLE, APPROVAL OF THE PROVISIONS AND POLICIES REGARDING THE REPURCHASE OF COMPANY SHARES.   Management   For     For
  2C.    APPROVAL OF THE APPLICATION OF THE COMPANY’S RESULTS FOR THE YEAR: PROPOSAL BY THE BOARD OF DIRECTORS TO PAY AN ORDINARY NET DIVIDEND IN CASH FROM ACCUMULATED RETAINED EARNINGS IN THE AMOUNT OF PS. 3.60 (THREE PESOS AND SIXTY CENTS, MEXICAN LEGAL TENDER) FOR EACH OF THE ORDINARY “B” AND “BB” SERIES SHARES.   Management   For     For
  3A.    ELECTION TO BOARD OF DIRECTORS: FERNANDO CHICO PARDO (PRESIDENT) (ALTERNATE: FEDERICO CHAVEZ PEON MIJARES), JOSE ANTONIO PEREZ ANTON (ALTERNATE: LUIS FERNANDO LOZANO BONFIL), LUIS CHICO PARDO, AURELIO PEREZ ALONSO, RASMUS CHRISTIANSEN, FRANCISCO GARZA ZAMBRANO, RICARDO GUAJARDO TOUCHE, GUILLERMO ORTIZ MARTINEZ, ROBERTO SERVITJE SENDRA   Management   Against     Against
     Comments-Slate Election; RPTs; No Corporate Governance Committee; Lack of Committee Independence
  3B.    ELECT THE CHAIRPERSON OF THE AUDIT COMMITTEE: RICARDO GUAJARDO TOUCHE   Management   For     For
  3C.    NOMINATIONS AND COMPENSATIONS COMMITTEE: FERNANDO CHICO PARDO (PRESIDENT), JOSE ANTONIO PEREZ ANTON, ROBERTO SERVITJE SENDRA; ACQUISITIONS AND CONTRACTS COMMITTEE: FERNANDO CHICO PARDO (PRESIDENT), AURELIO PEREZ ALONSO, RASMUS CHRISTIANSEN; OPERATIONS COMMITTEE: FERNANDO CHICO PARDO (PRESIDENT), JOSE ANTONIO PEREZ ANTON, RASMUS CHRISTIANSEN, RICARDO GUAJARDO TOUCHE; AUDIT COMMITTEE: RICARDO GUAJARDO TOUCHE (PRESIDENT), FRANCISCO GARZA ZAMBRANO, GUILLERMO ORTIZ MARTINEZ   Management   Against     Against
     Comments-Insufficiently independent committees      
  3D.    BOARD OF DIRECTORS: PS. 50,000.00* ; OPERATIONS COMMITTEE: PS. 50,000* ; NOMINATIONS & COMPENSATIONS COMMITTEE: PS. 50,000.00* ; AUDIT COMMITTEE: PS. 70,000.00* ; ACQUISITIONS & CONTRACTS COMMITTEE: PS. 15,000.00* *(IN EACH CASE NET OF TAXES IN MEXICAN LEGAL TENDER)   Management   For     For
  4.    APPOINTMENT OF DELEGATES IN ORDER TO ENACT THE RESOLUTIONS ADOPTED AT THE MEETING AND, IF APPLICABLE, TO FORMALIZE SUCH RESOLUTIONS. CLAUDIO R. GONGORA MORALES, RAFAEL ROBLES MIAJA, ANA MARIA POBLANNO CHANONA   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  40,905     23-Apr-2012   23-Apr-2012
    SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
  Security   833635105    Meeting Type   Annual
  Ticker Symbol   SQM    Meeting Date   26-Apr-2012
  ISIN   US8336351056    Agenda   933605163 - Management
  Record Date   03-Apr-2012    Holding Recon Date   03-Apr-2012
  City / Country                       / United States    Vote Deadline Date   20-Apr-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    SQM’S BALANCE SHEET, FINANCIAL STATEMENTS, ANNUAL REPORT, INSPECTORS OF ACCOUNT REPORT, AND EXTERNAL AUDITORS REPORT FOR THE BUSINESS YEAR WHICH ENDED ON DECEMBER 31, 2011.   Management   For     For
  2.    APPOINTMENT OF THE EXTERNAL AUDIT COMPANY -EXTERNAL AUDITORS- AND OF THE INSPECTOR OF ACCOUNTS FOR THE EXERCISE OF THE BUSINESS YEAR 2012.   Management   For     For
  3.    OPERATIONS REFERRED TO UNDER TITLE XVI OF THE LAW NO 18,046.   Management   For     For
  4.    INVESTMENT AND FINANCE POLICIES.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company      
  5.    NET INCOME FOR THE BUSINESS YEAR 2011, DEFINITIVE DIVIDEND DISTRIBUTION, AND FUTURE DIVIDEND POLICY.   Management   For     For
  6.    BOARD OF DIRECTORS EXPENDITURES DURING 2011.   Management   For     For
  7.    BOARD MEMBER COMPENSATION.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company      
  8.    ISSUES RELATED TO THE DIRECTORS AND AUDIT COMMITTEES.   Management   For     For
  9.    OTHER CORRESPONDING MATTERS IN CONFORMANCE WITH THE PERTINENT PROVISIONS.   Management   Against     Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  93,700     20-Apr-2012   20-Apr-2012
    ASM PACIFIC TECHNOLOGY LTD
  Security   G0535Q133    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   KYG0535Q1331    Agenda   703675718 - Management
  Record Date   24-Apr-2012    Holding Recon Date   24-Apr-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   5855733 - 6002453 - B02V6Z7    Quick Code  

 

    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0323/LTN20120323509.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    To receive, consider and adopt the Audited Consolidated Financial Statements of the Company and the Reports of the Directors and of the Independent Auditor for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend of HKD 0.80 per share for the year ended 31 December 2011   Management   For   For   For
  3    To authorize the board of Directors to fix the Directors’ remuneration   Management   For   For   For
  4    To re-appoint Deloitte Touche Tohmatsu as the auditors and to authorize the board of Directors to fix their remuneration   Management   For   For   For
  5    To give a general mandate to the Directors to repurchase shares of the Company   Management   For   For   For
  6    To amend the articles 1, 7, 60, 61, 62, 65, 96, 113, 114, 116, 117, 118 and by deleting the existing Article 110.2.4 in its entirety and renumbering each of the existing Articles 110.2.5 to 110.2.7 as Articles 110.2.4 to 110.2.6 respectively of the articles of association of the Company   Management   For   For   For
  7    To adopt the amended and restated articles of association of the Company   Management   For   For   For
  8    To fix the current term of appointment for all existing Directors   Management   For   For   For
  9    To re-elect Mr. Lok Kam Chong, John as Director   Management   For   For   For
  10    To re-elect Mr. Lo Tsan Yin, Peter as Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  11    To re-elect Mr. Lee Shiu Hung, Robert as Director   Management   For   For   For
  12    To re-elect Miss Orasa Livasiri as Independent Non-Executive Director who has been serving the Company for more than nine years as an independent non-executive director   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  274,400     16-Apr-2012   17-Apr-2012
    GRUPO FINANCIERO BANORTE SAB DE CV
  Security   P49501201    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   MXP370711014    Agenda   703725929 - Management
  Record Date   16-Apr-2012    Holding Recon Date   16-Apr-2012
  City / Country   MONTERREY / Mexico    Vote Deadline Date   19-Apr-2012
  SEDOL(s)   2421041 - B01DHK6 - B2Q3MD3 - B57YQ34 - B59G4P6    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 969636 DUE TO SPLITTING OF-RESOLUTIONS 4 AND 6. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISRE-GARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  1    Approval of the reports referred in section IV, Article 28 of the Securities Market Law, corresponding to the year ended December 31st, 2011   Management   For   For   For
  2    Distribution of profits   Management   For   For   For
  3    Approval of a proposed cash dividend payment, equivalent to Ps USD 0.18 per share   Management   For   For   For
  4.a.1    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Roberto Gonzalez Barrera, Chairman Emeritus, Patrimonial   Management   For   For   For
  4.a.2    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Guillermo Ortiz Martinez, Chairman, Related   Management   For   For   For
  4.a.3    Appointment of the member of the Company’s Board of Directors and qualify her independence: Proprietary Member: Bertha Gonzalez Moreno, Patrimonial   Management   For   For   For
  4.a.4    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: David Villarreal Montemayor, Patrimonial   Management   For   For   For
  4.a.5    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Manuel Saba Ades, Patrimonial   Management   For   For   For
  4.a.6    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Alfredo Elias Ayub, Independent   Management   For   For   For
  4.a.7    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Herminio Blanco Mendoza, Independent   Management   For   For   For
  4.a.8    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Everardo Elizondo Almaguer, Independent   Management   For   For   For
  4.a.9    Appointment of the member of the Company’s Board of Directors and qualify her independence: Proprietary Member: Patricia Armendariz Guerra, Independent   Management   For   For   For
  4a.10    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Armando Garza Sada, Independent   Management   For   For   For
  4a.11    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Hector Reyes Retana, Independent   Management   For   For   For
  4a.12    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Juan Carlos Braniff Hierro, Independent   Management   For   For   For
  4a.13    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Eduardo Livas Cantu, Independent   Management   For   For   For
  4a.14    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Enrique Castillo Sanchez Mejorada, Related   Management   For   For   For
  4a.15    Appointment of the member of the Company’s Board of Directors and qualify his independence: Proprietary Member: Alejandro Valenzuela del Rio, Related   Management   For   For   For
  4a.16    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Jesus O. Garza Martinez, Related   Management   For   For   For
  4a.17    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Juan Antonio Gonzalez Moreno, Patrimonial   Management   For   For   For
  4a.18    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Jose G. Garza Montemayor, Patrimonial   Management   For   For   For
  4a.19    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Alberto Saba Ades, Patrimonial   Management   For   For   For
  4a.20    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Isaac Becker Kabacnik, Independent   Management   For   For   For


  4a.21    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Manuel Aznar Nicolin, Independent   Management   For   For   For
  4a.22    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Javier Martinez Abrego, Independent   Management   For   For   For
  4a.23    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Carlos Chavarria Garza, Independent   Management   For   For   For
  4a.24    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Ramon A. Leal Chapa, Independent   Management   For   For   For
  4a.25    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Julio Cesar Mendez Rubio, Independent   Management   For   For   For
  4a.26    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Guillermo Mascarenas Milmo, Independent   Management   For   For   For
  4a.27    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Alfredo Livas Cantu, Independent   Management   For   For   For
  4a.28    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Javier Molinar Horcasitas, Related   Management   For   For   For
  4a.29    Appointment of the member of the Company’s Board of Directors and qualify his independence: Alternate Member: Jose Marcos Ramirez Miguel, Related   Management   For   For   For
  4.b    It is proposed in accordance with Article Forty of the Corporate By-Laws, that the Board Members are exempt from the responsibility of providing a bond or monetary guarantee for backing their performance when carrying out their duties   Management   For   For   For
  4.c    It is proposed to appoint Hector Avila Flores as Secretary to the Board of Directors, who will not be part of the Board   Management   For   For   For
  5    Determine the compensation for the Members of the Company’s Board of Directors   Management   For   For   For
  6.1    Designation of the Member of the Audit and Corporate Practices’ Committee: Hector Reyes Retana-Chairman   Management   For   For   For
  6.2    Designation of the Member of the Audit and Corporate Practices’ Committee: Herminio Blanco Mendoza   Management   For   For   For
  6.3    Designation of the Member of the Audit and Corporate Practices’ Committee: Manuel Aznar Nicolin   Management   For   For   For
  6.4    Designation of the Member of the Audit and Corporate Practices’ Committee: Patricia Armendariz Guerra   Management   For   For   For
  7    Board of Directors’ Report Regarding Shares Repurchase Transactions carried out during 2011 and Determination of the maximum amount of Financial Resources that will be applied for share repurchases during 2012   Management   For   For   For
  8    Approval to Certify the Company’s By-Laws   Management   For   For   For
  9    Designation of delegate(s) to formalize and execute the resolutions passed by the Assembly   Management   For   For   For
  10    Drafting, reading and approval of the Assembly’s minutes   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01   INSTITUTIONAL EMERGING MKTS  

1000-4

 

NORTHERN TRUST

 

936,880

    19-Apr-2012   19-Apr-2012
    PT ASTRA INTERNATIONAL TBK
  Security   Y7117N149    Meeting Type   MIX
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   ID1000057607    Agenda   703730300 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   18-Apr-2012
  SEDOL(s)   5818402 - 6291712 - B01DP91    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  A.1    Approval to annual report including ratification on commissioner’s report and company’s financial statement report for book year 2011   Management   For   For   For
  A.2    Appropriation of company’s net profit for book year 2011   Management   For   For   For
  A3.a    Appointment of the members of Board of Commissioners   Management   For   For   Abstain
  A3.b    Determine salary/benefit of Board of Directors; and honorarium of Board of Commissioners   Management   For   For   Abstain
  A.4    Appointment of public accountant for book year 2012   Management   For   For   For
  E.1    Approval to change in nominal value of shares and amendment to article no.4 of company’s article of association related to change of nominal value of company’s shares   Management   For   For   Abstain


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  731,500     18-Apr-2012   19-Apr-2012
    COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV
  Security   20441W203    Meeting Type   Special
  Ticker Symbol   ABV    Meeting Date   27-Apr-2012
  ISIN   US20441W2035    Agenda   933605442 - Management
  Record Date   02-Apr-2012    Holding Recon Date   02-Apr-2012
  City / Country                            /United States    Vote Deadline Date   23-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  O1    ELECTION OF THE MEMBERS OF THE COMPANY’S FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES.   Management   Abstain   Against   Abstain
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  256,400     20-Apr-2012   20-Apr-2012
    TENARIS, S.A.  

 

  

 

 

 

  Security   88031M109    Meeting Type   Annual
  Ticker Symbol   TS    Meeting Date   02-May-2012
  ISIN   US88031M1099    Agenda   933608436 - Management
  Record Date   29-Mar-2012    Holding Recon Date   29-Mar-2012
  City / Country                            / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  A1    CONSIDERATION OF THE CONSOLIDATED MANAGEMENT REPORT AND RELATED MANAGEMENT CERTIFICATIONS ON THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2011, AND ON THE ANNUAL ACCOUNTS AS AT DECEMBER 31, 2011, AND OF THE INDEPENDENT AUDITORS’ REPORTS ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS.   Management   For   For   For
  A2    APPROVAL OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A3    APPROVAL OF THE COMPANY’S ANNUAL ACCOUNTS AS AT DECEMBER 31, 2011.   Management   For   For   For
  A4    ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A5    DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE EXERCISE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A6    ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS.   Management   For   For   For
  A7    COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS.   Management   For   For   For
  A8    APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012, AND APPROVAL OF THEIR FEES.   Management   For   For   For
  A9    AUTHORIZATION TO THE BOARD OF DIRECTORS TO CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING AND PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS.   Management   For   For   For
  E1    DECISION ON THE RENEWAL OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND RELATED AUTHORIZATIONS AND WAIVERS.   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E2    THE AMENDMENT OF ARTICLE 10 “MINUTES OF THE BOARD” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E3    THE AMENDMENT OF ARTICLE 11 “POWERS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E4    THE AMENDMENT OF ARTICLE 13 “AUDITORS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E5    THE AMENDMENT OF ARTICLE 15 “DATE AND PLACE” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E6    THE AMENDMENT OF ARTICLE 16 “NOTICES OF MEETING” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E7    THE AMENDMENT OF ARTICLE 17 “ADMISSION” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For


  E8    THE AMENDMENT OF ARTICLE 19 “VOTE AND MINUTES” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E9    THE AMENDMENT OF TITLE V “FINANCIAL YEAR, DISTRIBUTION OF PROFITS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E10    THE AMENDMENT OF ARTICLE 20 “FINANCIAL YEAR” TO REPLACE THE LAST PARAGRAPH.   Management   For   For   For
  E11    THE AMENDMENT OF ARTICLE 21 “DISTRIBUTION OF PROFITS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022   HLF - Institutional EM  

1000-4

 

NORTHERN

TRUST

COMPANY

 

57,000

    24-Apr-2012   24-Apr-2012
    TENARIS, S.A.
  Security   88031M109    Meeting Type   Annual
  Ticker Symbol   TS    Meeting Date   02-May-2012
  ISIN   US88031M1099    Agenda   933616003 - Management
  Record Date   18-Apr-2012    Holding Recon Date   18-Apr-2012
  City / Country                       / United States    Vote Deadline Date   25-Apr-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  A1    CONSIDERATION OF THE CONSOLIDATED MANAGEMENT REPORT AND RELATED MANAGEMENT CERTIFICATIONS ON THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2011, AND ON THE ANNUAL ACCOUNTS AS AT DECEMBER 31, 2011, AND OF THE INDEPENDENT AUDITORS’ REPORTS ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS.   Management   For   For   For
  A2    APPROVAL OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A3    APPROVAL OF THE COMPANY’S ANNUAL ACCOUNTS AS AT DECEMBER 31, 2011.   Management   For   For   For
  A4    ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A5    DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE EXERCISE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2011.   Management   For   For   For
  A6    ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS.   Management   For   For   For
  A7    COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS.   Management   For   For   For
  A8    APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012, AND APPROVAL OF THEIR FEES.   Management   For   For   For
  A9    AUTHORIZATION TO THE BOARD OF DIRECTORS TO CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING AND PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS.   Management   For   For   For
  E1    DECISION ON THE RENEWAL OF THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND RELATED AUTHORIZATIONS AND WAIVERS.   Management   Against   Against   Against
  E2    THE AMENDMENT OF ARTICLE 10 “MINUTES OF THE BOARD” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E3    THE AMENDMENT OF ARTICLE 11 “POWERS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E4    THE AMENDMENT OF ARTICLE 13 “AUDITORS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E5    THE AMENDMENT OF ARTICLE 15 “DATE AND PLACE” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E6    THE AMENDMENT OF ARTICLE 16 “NOTICES OF MEETING” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E7    THE AMENDMENT OF ARTICLE 17 “ADMISSION” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E8    THE AMENDMENT OF ARTICLE 19 “VOTE AND MINUTES” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E9    THE AMENDMENT OF TITLE V “FINANCIAL YEAR, DISTRIBUTION OF PROFITS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For
  E10    THE AMENDMENT OF ARTICLE 20 “FINANCIAL YEAR” TO REPLACE THE LAST PARAGRAPH.   Management   For   For   For
  E11    THE AMENDMENT OF ARTICLE 21 “DISTRIBUTION OF PROFITS” OF THE COMPANY’S ARTICLES OF ASSOCIATION.   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  55,300     24-Apr-2012   24-Apr-2012
    AIA GROUP LTD
  Security   Y002A1105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   08-May-2012
  ISIN   HK0000069689    Agenda   703675681 - Management
  Record Date   02-May-2012    Holding Recon Date   02-May-2012
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   26-Apr-2012
  SEDOL(s)   B4TX8S1 - B4Y5XL0 - B5WGY64    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0323/LTN20120323589.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To receive and consider the audited consolidated financial statements of the Company, the Report of the Directors and the Independent Auditor’s Report for the year ended 30 November 2011   Management   For   For   For
  2    To declare a final dividend of 22 Hong Kong cents per share for the year ended 30 November 2011   Management   For   For   For
  3    To re-elect Mr. Jack Chak-Kwong So as Non- executive Director of the Company   Management   For   For   For
  4    To re-elect Sir Chung-Kong Chow as Independent Non-executive Director of the Company   Management   For   For   For
  5    To re-elect Mr. John Barrie Harrison as Independent Non-executive Director of the Company   Management   For   For   For
  6    To re-appoint PricewaterhouseCoopers as auditor of the Company for the term from passing of this resolution until the conclusion of the next annual general meeting and to authorise the board of directors of the Company to fix their remuneration   Management   For   For   For
  7.A    To grant a general mandate to the Directors to allot, issue, grant and deal with additional shares of the Company, not exceeding ten per cent (10%) of the issued share capital of the Company at the date of this Resolution, and the discount for any shares to be issued shall not exceed 15% to the benchmarked price   Management   For   For   For
  7.B    To grant a general mandate to the Directors to repurchase shares of the Company, not exceeding ten per cent (10%) of the issued share capital of the Company at the date of this Resolution   Management   For   For   For
  7.C    Conditional on the passing of Resolutions 7(A) and 7(B), to authorise the Directors to exercise the powers to allot, issue, grant and deal with additional shares of the Company under Resolution 7(A), subject to a discount not exceeding 15% to the benchmarked price in respect of the aggregate nominal amount of the shares repurchased by the Company   Management   For   For   For
  7.D    To grant a general mandate to the Directors to allot, issue and deal with additional shares of the Company under the restricted share unit scheme adopted by the Company on 28 September 2010   Management   For   For   For
  8    To approve the amendments to the Articles of Association of the Company   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  1,628,000     25-Apr-2012   26-Apr-2012
    TENCENT HOLDINGS LTD, GEORGE TOWN
  Security   G87572148   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    16-May-2012
  ISIN   KYG875721485   Agenda    703693944 - Management
  Record Date   11-May-2012   Holding Recon Date    11-May-2012
  City / Country   HONG KONG / Cayman Islands   Vote Deadline Date    04-May-2012
  SEDOL(s)   B01CT30 - B01HP37 - B04SG67   Quick Code   
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        


  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0401/LTN20120401206.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To receive and consider the audited Financial Statements and the Reports of the Directors and Auditor for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend   Management   For   For   For
  3.i.a    To re-elect Mr Li Dong Sheng as director   Management   Against   Against   Against
     Comments-Less than 75% Attendance        
  3.i.b    To re-elect Mr Iain Ferguson Bruce as director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards        
  3.ii    To authorise the Board of Directors to fix the Directors’ remuneration   Management   For   For   For
  4    To re-appoint Auditor and to authorise the Board of Directors to fix their remuneration   Management   For   For   For
  5    To grant a general mandate to the Directors to issue new shares (Ordinary Resolution 5 as set out in the notice of the AGM)   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  6    To grant a general mandate to the Directors to repurchase shares (Ordinary Resolution 6 as set out in the notice of the AGM)   Management   For   For   For
  7    To extend the general mandate to issue new shares by adding the number of shares repurchased (Ordinary Resolution 7 as set out in the notice of the AGM)   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  231,100     03-May-2012   08-May-2012
    CHINA MOBILE (HONG KONG) LIMITED
  Security   16941M109    Meeting Type   Annual
  Ticker Symbol   CHL    Meeting Date   16-May-2012
  ISIN   US16941M1099    Agenda   933607016 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country                       / United States    Vote Deadline Date   07-May-2012
  SEDOL(s)      Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDED 31 DECEMBER 2011.   Management   For   For   For
  2.    TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2011.   Management   For   For   For
  3A.    TO RE-ELECT MR. XI GUOHUA AS A DIRECTOR.   Management   For   For   For
  3B.    TO RE-ELECT MR. SHA YUEJIA AS A DIRECTOR.   Management   Against   Against   Against
     Comments-Less than 75% Attendance; Board Does Not Meet Independence Requirements  
  3C.    TO RE-ELECT MR. LIU AILI AS A DIRECTOR.   Management   For   For   For
  3D.    TO RE-ELECT MR. FRANK WONG KWONG SHING AS A DIRECTOR.   Management   For   For   For
  3E.    TO RE-ELECT DR. MOSES CHENG MO CHI AS A DIRECTOR.   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards        
  4.    TO RE-APPOINT MESSRS. KPMG AS AUDITORS AND TO AUTHORISE THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION.   Management   For   For   For
  5.    GENERAL MANDATE TO DIRECTORS TO REPURCHASE SHARES IN COMPANY NOT EXCEEDING 10% OF AGGREGATE NOMINAL AMT. OF ISSUED SHARE CAPITAL.   Management   For   For   For
  6.    TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY NOT EXCEEDING 20% OF THE AGGREGATE NOMINAL AMOUNT OF THE EXISTING ISSUED SHARE CAPITAL.   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount  
  7.    TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED.   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  119,600     07-May-2012   07-May-2012
    HIKMA PHARMACEUTICALS PLC, LONDON
  Security   G4576K104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   GB00B0LCW083    Agenda   703728874 - Management
  Record Date      Holding Recon Date   15-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   10-May-2012
  SEDOL(s)   B0LCW08 - B0PPDL1 - B0TM846 - B0YMV42    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the accounts for the financial year ended 31 December 2011, together with the reports of the directors and auditors thereon   Management   For   For   For
  2    To declare a final dividend on the ordinary shares of 7.5 cents per ordinary share in respect of the year ended 31 December 2011   Management   For   For   For
  3    To reappoint Deloitte LLP as auditors of the Company   Management   For   For   For
  4    To authorise the Directors to set the remuneration of the Auditors   Management   For   For   For
  5    To appoint Mr Robert Pickering as a director of the Company   Management   For   For   For
  6    To re-appoint Mr Samih Darwazah as a director of the Company   Management   For   For   For
  7    To re-appoint Mr Said Darwazah as a director of the Company   Management   For   For   For
  8    To re-appoint Mr Mazen Darwazah as a director of the Company   Management   For   For   For
  9    To re-appoint Mr Breffni Byrne as a director of the Company   Management   For   For   For
  10    To re-appoint Sir David Rowe-Ham as a director of the Company   Management   For   For   For
  11    To re-appoint Mr Michael Ashton as a director of the Company   Management   For   For   For
  12    To re-appoint Mr Ali Al-Husry as a director of the Company   Management   For   For   For
  13    To re-appoint Dr Ronald Goode as a director of the Company   Management   For   For   For
  14    To approve the Remuneration Committee report for the financial year ended on 31 December 2011   Management   For   For   For
  15    That the directors be authorised to allot relevant securities (within the meaning of section 551(3)&(6) of the Companies Act 2006) up to an aggregate nominal amount of GBP 13,120,440   Management   For   For   For
  16    That subject to the passing of resolution 15 above, the directors be empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash on a non pre- emptive basis up to an aggregate nominal amount of GBP 984,033   Management   For   For   For
  17    To make market purchases for shares, the maximum number of ordinary shares which may be purchased is GBP 1,968,066 representing 10% of the issued share capital of the company   Management   For   For   For
  18    That a general meeting of shareholders of the company, other than an annual general meeting, may be called on not less than 14 clear days notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders    
  19    That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the buy back of shares be approved   Management   For   For   For
  20    That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the granting of LTIPs and MIPs to the Concert Party be approved   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  444,820     10-May-2012   10-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   US68554N1063    Agenda   703805171 - Management
  Record Date   01-May-2012    Holding Recon Date   01-May-2012
  City / Country   CAIRO / Egypt    Vote Deadline Date   03-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 984842 DUE TO SEPARATION O-F MIX MEETING INTO 2 MEETINGS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To approve the Board of Directors’ report on the activities and on the standalone unconsolidated financial statements of the Parent Company (Orascom Construction Industries S.A.E.) for the fiscal year ended 31 December 2011   Management   For   For   For
  2    To approve the Auditor’s report on the standalone unconsolidated financial statements of the Parent Company for the fiscal year ended 31 December 2011: KPMG Hazem Hassan will present the auditor’s report   Management   For   For   For


  3    To approve the standalone financial statements of the Parent Company for the fiscal year ended 31 December 2011   Management   For   For   For
  4    To authorize the Board of Directors to distribute up to EGP 3 billion of retained earnings as at 31 December 2011 through interim and year-end distributions at its discretion   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company      
  5    To approve the release of the members of the Board of Directors from associated responsibility during the fiscal year ended 31 December 2011   Management   For   For   For
  6    To approve the remuneration for the Board of Directors of the Company during the fiscal year ending 31 December 2011   Management   For   For   For
  7    To approve the re-appointment of the Company’s auditor and determine fees for the fiscal year ending 31 December 2011   Management   For   For   For
  8    To approve charitable donations made by the Company during the fiscal year ended 31 December 2011 and to authorize the Board of Directors to make charitable donations during the fiscal year ending 31 December 2012 in excess of EGP 1,000 and to approve a ceiling for such donations of EGP 12 million   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  67,800     09-May-2012   10-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   US68554N1063    Agenda   703805183 - Management
  Record Date   01-May-2012    Holding Recon Date   01-May-2012
  City / Country   CAIRO / Egypt    Vote Deadline Date   03-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 984842 DUE TO SEPARATION O-F MIX MEETING INTO TWO MEETINGS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WI-LL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THAN-K YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    Approve the proposal submitted by the Board of Directors of the Company concerning the demerger of the Company into two separate companies, as well as approve the ratification of the rationale and the reasons for the demerger as described below   Management   For   For   For
  2    Approve the Detailed Demerger Proposal presented to the EGM, and authorize the Board of Directors of the Company to assign all the construction contracts to the Demerged Company without prejudice to the rights of the Lenders according to the procedures, legal rules and the provisions of each contract separately; and authorize the Board of Directors to appoint one of its members as Board representative in this process   Management   For   For   For
  3    Approve the implementation of the demerger based on the book value of the Company and according to the consolidated audited financial statements as at 31 December 2011, keeping into consideration the principal transactions implemented since such time   Management   For   For   For
  4    Approve the draft Demerger Contract made available for shareholders’ review on the Company’s website and premises on 1 May 2012   Management   For   For   For
  5    Approve the continuation of listing the shares of the Demerging Company on the Egyptian Stock Exchange, on the London Stock Exchange in the form of General Depository Receipts (GDRs), and on the Nasdaq’s Over-the-Counter (OTC) market in the United States in the form of Level 1 American Depository Receipts (ADRs)   Management   For   For   For
  6    Approve the simultaneous listing of the Demerged Company on the Egyptian Stock Exchange and on the London Stock Exchange in the form of GDRs, and launch of Level 1 ADRs traded on the Nasdaq’s OTC market in the United States substantially on the same terms and conditions to those of the Demerging Company, according to the rules applied in each country   Management   For   For   For
  7    Approve the refinancing plan and procedures carried out or proposed to be carried out with the Company’s lenders   Management   For   For   For
  8    Authorize the Board of Directors of the Company to carry out all necessary resolutions, acts and procedures related to the Company’s employees in the light of separating the fertilizers business from the construction business   Management   For   For   For


  9    Approve the establishment of the incentive plan for the employees, managers and executive board members of the Demerged Company under the name of “ESOP for the Demerged Company” and with the same terms and conditions of the ESOP of the Demerging Company   Management   For   For   For
  10    Approve concluding the transitional services contract between the Demerging Company and the Demerged Company   Management   For   For   For
  11    Authorize the Board of Directors to carry out all necessary acts and decisions related to demerger, its implementation, the refinancing plan, the issuance of performance guarantees to the affiliated companies of the Company to guarantee the performance of its obligations before the lenders   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  67,800     09-May-2012   10-May-2012
    REDECARD SA, SAO PAULO
  Security   P79941103    Meeting Type   Special General Meeting
  Ticker Symbol      Meeting Date   18-May-2012
  ISIN   BRRDCDACNOR3    Agenda   703803622 - Management
  Record Date      Holding Recon Date   16-May-2012
  City / Country   BARUERI / Brazil    Vote Deadline Date   10-May-2012
  SEDOL(s)   B1Z8B68 - B29W635    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To vote regarding conducting a new valuation of the company within the framework of the public tender offer for the acquisition of shares, from here onwards the tender offer, for the purpose of delisting it as a publicly traded company conducted by Itau Unibanco Holding S.A., as provided for in Article 24 of CVM instruction number 361 of march 5, 2002, from here onwards CVM instruction number 361.02, and Article 4A of law 6404 of December 15, 1976, from here onwards law number 6404.76   Management   For   For   For
  2    To vote, if deemed appropriate, regarding the hiring of the valuation institution, qualified in accordance with the terms of CVM instruction number 361.02, to prepare the report that is referred to in the item above, with it being stated that Banco De Investimentos Credit Suisse, Brasil, S.A. has been recommended by a shareholder representing more than 10 percent of the shares of the company in free float, at the time of the request for a new valuation of the company   Management   For   For   For
  3    To vote regarding the amount of the compensation for the valuation institution, if deemed appropriate   Management   For   For   For
  4    To vote regarding the deadline for the valuation institution that presents the new valuation report, if deemed appropriate, observing that which is provided for in Article 24, paragraph 3, of CVM instruction number 361.02   Management   For   For   For


  CMMT    PLEASE NOTE THAT REQUIREMENTS AND PROCEDURES FOR THE CHOICE OF THE VALUATOR, S-INCE THE NATURE OF CONDUCTING A NEW VALUATION INVOLVES THE COMPANY HIRING A TH-IRD PARTY, ANY AND ALL SHAREHOLDERS INTERESTED IN RECOMMENDING A VALUATOR, FRO-M HERE ONWARDS AN INTERESTED SHAREHOLDER, MUST PROVIDE, AT LEAST, THE FOLLOWIN- G INFORMATION, IN KEEPING WITH THAT WHICH IS PROVIDED FOR IN LAW NUMBER 6044.7-6, IN CVM INSTRUCTION NUMBER 361.02 AND IN APPENDIX 21 TO CVM INSTRUCTION NUMB-ER 481 OF DECEMBER 17, 2009, FROM HERE ONWARDS CVM INSTRUCTION NUMBER 481.09,-TO WIT I. DESCRIBE THE QUALIFICATIONS OF THE VALUATOR OR VALUATORS PRESENTED,-II. PROVIDE A COPY OF THE WORK PROPOSALS, INCLUDING COMPENSATION AND THE DEADL-INE FOR THE VALUATION INSTITUTION TO PRESENT THE NEW VALUATION REPORT, WHICH C-ANNOT BE GREATER THAN 30 DAYS FROM THE DATE OF THE SPECIAL GENERAL MEETING, II-I. STATE ANY MATERIAL RELATIONSHIP EXISTING DURING THE LAST THREE YEARS BETWEE-N THE VALUATOR OR VALUATORS PRESENTED AND THE INTERESTED SHAREHOLDER, PREFERAB-LY UP TO TWO BUSINESS DAYS BEFORE THE DATE PROVIDED FOR THE SPECIAL GENERAL ME- ETING TO BE HELD, CARE OF THE LEGAL DEPARTMENT OF THE COMPANY. THE MANAGEMENT-OF REDECARD RECOMMENDS THAT THE REPRESENTATIVES OF THE VALUATOR OR VALUATORS P-RESENTED BE PRESENT AT THE SPECIAL GENERAL MEETING TO PROVIDE ANY CLARIFICATIO-NS REGARDING THE CONDUCT OF THE NEW VALUATION, FOR THE PURPOSE OF DETERMINING-THE NEW VALUATION AMOUNT OF THE COMPANY, IF APPROVED. THE HIRING OF THE VALUAT-ION INSTITUTION TO PREPARE THE VALUATION REPORT IS CONDITIONED ON ITS QUALIFIC- ATION IN ACCORDANCE WITH THE TERMS OF CVM INSTRUCTION NUMBER 361.02, ESPECIALL-Y IN REGARD TO PARAGRAPH 1 OF ARTICLE 8. UNDER PARAGRAPH 3 OF ARTICLE 4A OF LA-W NUMBER 6044.76, THE SHAREHOLDERS WHO REQUEST THAT A NEW VALUATION BE CONDUCT-ED AND THOSE WHO VOTE IN FAVOR OF IT MUST REIMBURSE THE COMPANY FOR THE COSTS-INCURRED IN THE PREPARATION OF THE NEW VALUATION REPORT IF THE NEW VALUATION A-MOUNT IS LESS THAN OR EQUAL TO THE INITIAL TENDER OFFER AMOUNT. REDECARDS MANA-GEMENT INFORMS THAT THE CONVENING OF THE SPECIAL SHAREHOLDERS MEETING IS BASED-ON THE ASSUMPTION OF THE ADEQUACY OF THE FUNDAMENTAL OF THE ELEMENTS OF THE C-ONVICTIONS THAT DEMONSTRATE FLAWS OR IMPRECISION IN THE METHODOLOGY OR VALUATI-ON CRITERIA UTILIZED. SUCH JUSTIFICATION MUST BE SUBMITTED IN PORTUGUESE BY TH-E SHAREHOLDERS AND MAY BE MADE AVAILABLE TO THE BRAZILIAN SECURITIES COMMISSIO-N CVM FOR ACKNOWLEDGEMENT AND DUE CONSIDERATION IN THE REVIEW OF THE TENDER OF-FER REGISTRATION PROCESS, AND FURTHER FILED IN THE COMPANYS HEADQUARTERS. N M-ROTHSCHILD AND SONS BRAZIL LTDA. REPORTED THAT THEIR REPRESENTATIVES WILL ATTE-ND THE SPECIAL SHAREHOLDERS MEETING. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  294,300     17-May-2012   17-May-2012
    SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD
  Security   Y76810103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   21-May-2012
  ISIN   CNE100000171    Agenda   703690049 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   SHANDONG PROVINCE / China    Vote Deadline Date   09-May-2012
  SEDOL(s)   6742340 - 6743365 - B0Z40G2 - B1BJQ59    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0329/LTN201203292389.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To consider and approve the audited consolidated financial statements of the Group (including the Company and its subsidiaries) for the year ended 31 December 2011   Management   For   For   For
  2    To consider and approve the report of the board of directors of the Company (the “Board”) for the year ended 31 December 2011   Management   For   For   For
  3    To consider and approve the report of the Supervisory Committee of the Company for the year ended 31 December 2011   Management   For   For   For


  4    To declare a final dividend of RMB0.03 per share of RMB0.1 each in the Company for the year ended 31 December 2011   Management   For   For   For
  5    To consider and approve the proposal for the re- appointment of Deloitte Touche Tohmatsu as the auditor of the Company for the year ending 31 December 2012, and to authorise the Board to determine his remuneration   Management   For   For   For
  6    To consider and authorise the Board to approve the remuneration of the directors, supervisors and senior management of the Company for the year ending 31 December 2012   Management   For   For   For
  7    To consider and approve the appointment of Mr. Christopher J. O’ Connell as non-executive director of the Company   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  8    To consider and approve the appointment of Mrs. Wang Jin Xia as independent non-executive director of the Company   Management   For   For   For
  9    To consider and approve the re-election of Mr. Lo Wai Hung as independent non-executive director of the Company   Management   For   For   For
  10    To consider and approve the establishment of nomination committee (with the terms of reference); and   Management   For   For   For
  11    To consider and approve the general mandate to be granted to the Board to issue new shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount  
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  3,334,000     09-May-2012   09-May-2012
    HENGAN INTERNATIONAL GROUP CO LTD   

 

 

 

  Security   G4402L151    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-May-2012
  ISIN   KYG4402L1510    Agenda   703737671 - Management
  Record Date   17-May-2012    Holding Recon Date   17-May-2012
  City / Country   HONG KONG / Cayman Islands    Vote Deadline Date   10-May-2012
  SEDOL(s)   5754045 - 6136233 - B02V840    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0418/LTN20120418307.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    To receive and consider the audited consolidated accounts and the reports of the directors and auditors for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend for the year ended 31 December 2011   Management   For   For   For
  3    To re-elect Mr. Sze Man Bok as an executive director   Management   For   For   For
  4    To re-elect Mr. Hung Ching Shan as an executive director   Management   For   For   For
  5    To re-elect Mr. Xu Da Zuo as an executive director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements      
  6    To re-elect Mr. Loo Hong Shing Vincent as an executive director   Management   For   For   For
  7    To authorise the board of directors to fix the remuneration of the directors   Management   For   For   For
  8    To re-appoint auditors and to authorise the board of directors to fix their remuneration   Management   For   For   For
  9    To grant a general mandate to the board of directors to allot and issue shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount  
  10    To grant a general mandate to the board of directors to exercise all powers of the Company to purchase its own securities   Management   For   For   For
  11    To extend the general mandate granted to the board of directors pursuant to Resolution No. 9 above by an amount representing the aggregate nominal amount of shares in the capital of the Company purchased by the Company pursuant to the general mandate granted pursuant to Resolution No. 10 above   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount      
  12    To consider and approve the amendments to the memorandum and articles of association of the Company as set out in the notice of the meeting   Management   For   For   For
  13    To adopt the new memorandum and articles of association of the Company as set out in the notice of the meeting   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  709,500     09-May-2012   10-May-2012
    AXIATA GROUP BHD
  Security   Y0488A101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-May-2012
  ISIN   MYL6888OO001    Agenda   703778021 - Management
  Record Date      Holding Recon Date   21-May-2012
  City / Country   KUALA LUMPUR / Malaysia    Vote Deadline Date   15-May-2012
  SEDOL(s)   B2QZGV5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the Audited Financial Statements for the financial year ended 31 December 2011 together with the Report of the Directors and the Auditors thereon   Management   For   For   For
  2    To declare a final tax exempt dividend under single tier system of 15 sen per ordinary share for the financial year ended 31 December 2011   Management   For   For   For
  3    To re-elect Tan Sri Dato’ Azman Haji Mokhtar as a Director who retires by rotation pursuant to Article 93 of the Company’s Articles of Association and who being eligible, offers himself for re-election   Management   For   For   For
  4    To re-elect David Lau Nai Pek as a Director who retires by rotation pursuant to Article 93 of the Company’s Articles of Association and who being eligible, offers himself for re-election   Management   For   For   For
  5    To re-elect Kenneth Shen who was appointed to the Board during the year and retires pursuant to Article 99 (ii) of the Company’s Articles of Association and being eligible, offers himself for re-election   Management   Against   Against   Against
     Comments-Beneficial Owner on Audit Committee        
  6    To approve the Directors’ fees of RM1,847,096.00 payable to the Directors for the financial year ended 31 December 2011   Management   Against   Against   Against
     Comments-Fees are excessive        
  7    To re-appoint Messrs PricewaterhouseCoopers having consented to act as the Auditors of the Company for the financial year ending 31 December 2012 and to authorise the Directors to fix their remuneration   Management   For   For   For
  8    Proposed shareholders’ mandate for recurrent related party transactions of a revenue or trading nature   Management   For   For   For
  S.1    Proposed amendments to the articles of association of Axiata (“proposed amendments”)   Management   For   For   For
  S.2    Proposed amendment to article 106(i) of the articles of association of Axiata (“proposed amendment to article 106(i)”)   Management   Against   Against   Against
     Comments-Limites shareholder rights        
  9    Proposed determination of the amount of fees of non-executive directors for the year ending 31 December 2012 and each subsequent year   Management   Against   Against   Against
     Comments-Director compensation is excessive        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  2,078,700     15-May-2012   15-May-2012
    CNOOC LIMITED
  Security   126132109    Meeting Type   Annual
  Ticker Symbol   CEO    Meeting Date   25-May-2012
  ISIN   US1261321095    Agenda   933622727 - Management
  Record Date   24-Apr-2012    Holding Recon Date   24-Apr-2012
  City / Country                       / United States    Vote Deadline Date   18-May-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  A1.    TO RECEIVE AND CONSIDER THE AUDITED STATEMENT OF ACCOUNTS TOGETHER WITH THE REPORT OF THE DIRECTORS AND INDEPENDENT AUDITORS’ REPORT THEREON FOR THE YEAR ENDED 31 DECEMBER 2011.   Management   For   Against   For
  A2.    TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2011.   Management   For   Against   For
  A3.    TO RE-ELECT MR. WU GUANGQI AS AN EXECUTIVE DIRECTOR OF THE COMPANY.   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  A4.    TO RE-ELECT MR. WU ZHENFANG AS A NON- EXECUTIVE DIRECTOR OF THE COMPANY.   Management   For   Against   For
  A5.    TO RE-ELECT MR. TSE HAU YIN, ALOYSIUS AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY.   Management   For   Against   For
  A6.    TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF EACH OF THE DIRECTORS.   Management   Against   Against   Against
     Comments-Fees are excessive
  A7.    TO RE-APPOINT THE COMPANY’S INDEPENDENT AUDITORS AND TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION.   Management   For   Against   For


  B1.    TO GRANT A GENERAL MANDATE TO DIRECTORS TO REPURCHASE SHARES IN THE CAPITAL, ALL AS MORE FULLY DESCRIBED IN PROXY STATEMENT.   Management   For   Against   For
  B2.    GRANT A GENERAL MANDATE TO DIRECTORS TO ISSUE, ALLOT & DEAL WITH ADDITIONAL SHARES IN CAPITAL OF COMPANY NOT EXCEEDING 20% OF THE SHARE CAPITAL IN ISSUE AS AT DATE OF PASSING OF THIS RESOLUTION.   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  B3.    TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH SHARES IN THE CAPITAL OF THE COMPANY.   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  30,700     17-May-2012   17-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   SE0001174970    Agenda   703776510 - Management
  Record Date   15-May-2012    Holding Recon Date   15-May-2012
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   10-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A REPRESENTATIVE FOR THIS GMS-UNLESS SPECIFICALLY INSTRUCTED AND AGREED UPON NO LATER THAN ON THE SEB-DEADLINE. THE COST INCURRED WILL BE FORWARDED TO THE CLIENT. THANK YOU.   Non-Voting       None
  1    Election of Chairman of the AGM and to empower the Chairman to appoint the other members of the Bureau : Jean-Michel Schmit   Management   No Action     For
  2    Receipt of the reports of the Board of Directors’ Reports (Rapport de Gestion) and the Reports of the external auditor on (i) the annual account of Millicom for the financial year ended December 31, 2011 and (ii) the consolidated accounts for the financial year ended December 31, 2011   Management   No Action     For
  3    Approval of the consolidated accounts and the annual accounts for the year ended 31 December 2011   Management   No Action     For
  4    Allocation of the results of the year ended December 31, 2011. On a parent company basis, Millicom generated a profit of USD 77,381,085. Of this amount, an aggregate amount of approximately USD 243 million corresponding to a gross dividend amount of USD 2.40 per share is proposed to be distributed as dividend from the remaining results of the year ended December 31, 2011 and the balance is proposed to be carried forward to retained earnings   Management   No Action     For
  5    Discharge of all the current Directors of Millicom for the performance of their mandate during the financial year ended December 31, 2011   Management   No Action     For
  6    Setting the number of Directors at eight with no Deputy Directors   Management   No Action     For
  7    Re-Election of Ms. Mia Brunell Livfors as Director for a term ending on the day of the next AGM to take place in 2013 (the “2013 AGM”)   Management   No Action     Against
  8    Re-Election of Ms. Donna Cordner as Director for a term ending on the day of the 2013 AGM   Management   No Action     For
  9    Re-Election of Mr. Allen Sangines-Krause as Director for a term ending on the day of the 2013 AGM   Management   No Action     Against


  10    Re-Election of Mr. Paul Donovan as Director for a term ending on the day of the 2013 AGM   Management   No Action     For
  11    Re-Election of Mr. Hans-Holger Albrecht as Director for a term ending on the day of the 2013 AGM   Management   No Action     For
  12    Re-Election of Mr. Omari Issa as Director for a term ending on the day of the 2013 AGM   Management   No Action     For
  13    Re-Election of Mr. Kim Ignatius as Director for a term ending on the day of the 2013 AGM   Management   No Action     For
  14    Election of Mr. Dionisio Romero Paoletti as a new Director for a term ending on the day of the 2013 AGM   Management   No Action     Against
  15    Election of a Chairman of the Board of Directors : Mr. Allen Sangines-Krause   Management   No Action     Against
  16    Approval of the Directors’ compensation, amounting to SEK 6,743,000 for the period from the AGM to the 2013 AGM   Management   No Action     For
  17    Election of Ernst &Young S.a r.l., Luxembourg as the external auditor of Millicom for a term ending on the day of the 2013 AGM   Management   No Action     For
  18    Approval of the external auditor’s compensation   Management   No Action     For
  19    Approval of a procedure on the appointment of the Nomination Committee and determination of the assignment of the Nomination Committee   Management   No Action     For
  20    (a) Authorisation of the Board of Directors, at any time between May 29, 2012 and the day of the 2013 AGM, provided the required levels of distributable reserves are met by Millicom at that time, either directly or through a subsidiary or a third party, to engage in a share repurchase plan of Millicom’s shares to be carried out for all purposes allowed or which would become authorized by the laws and regulations in force, and in particular the 1915 Law and in accordance with the objectives, conditions, and restrictions as provided by the European Commission Regulation No. 2273/2003 of 22 December 2003 (the “Share Repurchase Plan”) by using its available cash reserves in an amount not exceeding the lower of (i) ten percent (10%) of Millicom’s issued and outstanding share capital as of the date of the AGM (i.e., CONTD   Management   No Action     For
  CONT    CONTD approximating a maximum of 10,200,000 shares corresponding to USD-15,300,000 in nominal value) or (ii) the then available amount of Millicom’s-distributable reserves on a parent company basis, in the open market on OTC-US, NASDAQ OMX Stockholm or any other recognised alternative trading-platform, at an acquisition price which may not be less than SEK 50 per share-nor exceed the higher of (x) the published bid that is the highest current- independent published bid on a given date or (y) the last independent-transaction price quoted or reported in the consolidated system on the same- date, regardless of the market or exchange involved, provided, however, that-when shares are repurchased on the NASDAQ OMX Stockholm, the price shall be-within the registered interval for the share price prevailing at any time-(the so CONTD   Non-Voting       None
  CONT    CONTD called spread), that is, the interval between the highest buying rate-and the lowest selling rate. (b) Approval of the Board of Directors’ proposal-to give joint authority to Millicom’s Chief Executive Officer and the- Chairman of the Board of Directors to (i) decide, within the limits of the-authorization set out in (a) above, the timing and conditions of any Millicom- Share Repurchase Plan according to market conditions and (ii) give mandate on-behalf of Millicom to one or more designated broker- dealers to implement a-Share Repurchase Plan. (c) Authorisation of Millicom, at the discretion of- the Board of Directors, in the event the Share Repurchase Plan is done-through a subsidiary or a third party, to purchase the bought back Millicom-shares from such subsidiary or third party. (d) Authorisation of Millicom, at-CONTD   Non-Voting       None
  CONT    CONTD the discretion of the Board of Directors, to pay for the bought back-Millicom shares using either distributable reserves or funds from its share-premium account. (e) Authorisation of Millicom, at the discretion of the-Board of Directors, to (i) transfer all or part of the purchased Millicom-shares to employees of the Millicom Group in connection with any existing or- future Millicom long-term incentive plan, and/or (ii) use the purchased-shares as consideration for merger and acquisition purposes, including joint- ventures and the buy-out of minority interests in Millicom’s subsidiaries, as-the case may be, in accordance with the limits set out in Articles 49- 2,-49-3, 49-4, 49-5 and 49-6 of the 1915 Law. (f) To further grant all powers to-the Board of Directors with the option of sub-delegation to implement the-above CONTD   Non-Voting       Against


  CONT    CONTD authorization, conclude all agreements, carry out all formalities and-make all declarations with regard to all authorities and, generally, do all-that is necessary for the execution of any decisions made in connection with-this authorization   Non-Voting       None
  21    Approval of the guidelines for remuneration to senior management   Management   No Action     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  59,900     07-May-2012   07-May-2012
    MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG
  Security   L6388F128    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   SE0001174970    Agenda   703782777 - Management
  Record Date   15-May-2012    Holding Recon Date   15-May-2012
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   09-May-2012
  SEDOL(s)   B00L2M8 - B047WX3 - B290B12    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Election of Mr. Jean-Michel Schmit as Chairman of the EGM and to empower the Chairman to appoint the other members of the Bureau   Management   No Action     For
  2    Reduction of the issued share capital of Millicom by an amount of four million eight hundred thousand United States Dollars (USD 4,800,000) so as to bring the issued share capital from one hundred fifty-seven million four hundred seven thousand three hundred seventy three United States Dollars and fifty cents (USD 157,407,373.50) to one hundred fifty two million six hundred seven thousand and three hundred seventy three United States Dollars and fifty cents (USD 152,607,373.50) by way of cancellation of 3,200,000 shares having a par value of one dollar and fifty cents (USD 1.50) each, fully paid-in, held by Millicom in its issued share capital   Management   No Action     For
  3    Cancellation of 3,200,000 shares held by Millicom in its issued share capital   Management   No Action     For
  4    Instruction and delegation of power to the Board of Directors to take any actions deemed necessary or useful in connection with items 2 and 3 above   Management   No Action     For
  5    Instruction and delegation of power to the Board of Directors to amend the shares register to reflect the reduction of the issued share capital of Millicom and the cancellation of 3,200,000 shares as per items 2 and 3 above   Management   No Action     For
  6    Amendment of the Article 5 of the Articles of Association of Millicom (“Millicom’s Articles”) so as to reflect the reduction of the issued share capital mentioned under item 2   Management   No Action     For
  7    Acknowledgment and approval of the transfer of the registered office of Millicom to 2 rue du Fort Bourbon, L-1249 Luxembourg and to amend Article 2 of Millicom’s Articles to reflect a change of Millicom’s registered office   Management   No Action     For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN BLOCKING. IF YOU HAVE ALR-EADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECID-E TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  59,900     07-May-2012   07-May-2012
    ANHUI CONCH CEMENT CO LTD
  Security   Y01373102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   CNE1000001W2    Agenda   703721591 - Management
  Record Date   27-Apr-2012    Holding Recon Date   27-Apr-2012
  City / Country   WUHU CITY / China    Vote Deadline Date   21-May-2012
  SEDOL(s)   6080396 - B01W480 - B1BJMK6    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS “1 TO 8”. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0412/LTN20120412297.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To approve the report of the board of directors (the “Board”) for the year ended 31 December 2011   Management   For   For   For
  2    To approve the report of the supervisory committee for the year ended 31 December 2011   Management   For   For   For
  3    To approve the audited financial reports prepared in accordance with the China Accounting Standards and International Financial Reporting Standards respectively for the year ended 31 December 2011   Management   For   For   For
  4    To approve and vote on the resolution regarding the election of Mr. Wong Kun Kau as an independent non-executive director of the Company   Management   For   For   For
  5    To approve the reappointment of KPMG Huazhen Certified Public Accountants and KPMG Certified Public Accountants as the PRC auditors and international auditors of the Company respectively, and to authorise the Board to determine the remuneration of the auditors   Management   For   For   For
  6    To approve the Company’s profit distribution proposal for the year 2011   Management   For   For   For
  7    To approve the amendments to the Articles of Association of the Company   Management   For   For   For
  8    To approve the grant of a mandate to the Board to exercise the power to allot and issue new shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  574,000     21-May-2012   21-May-2012
    CHINA MERCHANTS HOLDINGS (INTERNATIONAL) CO LTD
  Security   Y1489Q103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   HK0144000764    Agenda   703755047 - Management
  Record Date   24-May-2012    Holding Recon Date   24-May-2012
  City / Country   HONG KONG / Hong Kong    Vote Deadline Date   17-May-2012
  SEDOL(s)   5387719 - 6416139 - B01XX53    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0425/LTN20120425265.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To receive and consider the Audited Consolidated Financial Statements for the year ended 31 December 2011 together with the Report of the Directors and the Independent Auditor’s Report   Management   For   For   For
  2    To declare a final dividend of 68 HK cents per share for the year ended 31 December 2011 in scrip form with cash option   Management   For   For   For
  3.i    To re-elect Dr. Fu Yuning as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  3.ii    To re-elect Mr. Li Yinquan as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  3.iii    To re-elect Mr. Meng Xi as a Director   Management   For   For   For
  3.iv    To re-elect Mr. Su Xingang as a Director   Management   For   For   For
  3.v    To re-elect Mr. Yu Liming as a Director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  3.vi    To re-elect Mr. Zheng Shaoping as a Director   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards
  3.vii    To authorise the Board to fix the remuneration of the Directors   Management   For   For   For
  4    To appoint Deloitte Touche Tohmatsu as Auditor in place of the retiring Auditor, PricewaterhouseCoopers, and to authorise the Board to fix their remuneration   Management   For   For   For


  5.A    To grant a general mandate to the Directors to allot shares as set out in item 5A of the AGM Notice   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  5.B    To grant a general mandate to the Directors for the repurchase of shares as set out in item 5B of the AGM Notice   Management   For   For   For
  5.C    To add the nominal amount of the shares repurchased under resolution no. 5B to the mandate granted to the Directors under resolution no. 5A   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  1,529,515     17-May-2012   21-May-2012
    STANDARD BANK GROUP LIMITED
  Security   S80605140    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   ZAE000109815    Agenda   703780711 - Management
  Record Date   25-May-2012    Holding Recon Date   25-May-2012
  City / Country   JOHANNESBURG / South Africa    Vote Deadline Date   23-May-2012
  SEDOL(s)   B030GJ7 - B031GN4 - B03VTK2 - B05LC45    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 977775 DUE TO SPLITTING OF-RESOLUTIONS 7.4 TO 7.8. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DI-SREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Adopt annual financial statements   Management   For   For   For
  2.1    Elect director: RMW Dunne   Management   Against   Against   Against
     Comments-Audit committee has not submitted members for election to committee
  2.2    Elect director: TS Gcabashe   Management   For   For   For
  2.3    Elect director: SJ Macozoma   Management   For   For   For
  2.4    Elect director: KD Moroka   Management   For   For   For
  2.5    Elect director: TMF Phaswana   Management   For   For   For
  2.6    Elect director: Lord Smith of Kelvin, Kt   Management   For   For   For
  3    Resolved to re-appoint KPMG Inc. (with designated registered auditor being Peter MacDonald) and PricewaterhouseCoopers Inc, (with designated registered auditor being Fulvio Tonelli) as the auditors of Standard Bank Group Limited for the year ending 31 December 2012   Management   For   For   For
  4    Place unissued ordinary shares under control of directors   Management   For   For   For
  5    Place unissued preference shares under control of directors   Management   Against   Against   Against
     Comments-Potential excessive dilution to ordinary shareholders and insufficient disclosure of intended use
  6    Non-binding advisory vote on remuneration policy   Management   For   For   For
  7.1    Approve non-executive directors’ fees (2012): Standard Bank Group Chairman   Management   For   For   For
  7.2    Approve non-executive directors’ fees (2012): Standard Bank Group Director   Management   For   For   For
  7.3    Approve non-executive directors’ fees (2012): Standard Bank Group International Director   Management   For   For   For
  7.4.1    Approve non-executive directors’ fees (2012): Directors’ Affairs Committee: Chairman   Management   For   For   For
  7.4.2    Approve non-executive directors’ fees (2012): Directors’ Affairs Committee: Member   Management   For   For   For
  7.5.1    Approve non-executive directors’ fees (2012): Group Risk and Capital Management Committee: Chairman   Management   For   For   For
  7.5.2    Approve non-executive directors’ fees (2012): Group Risk and Capital Management Committee: Member   Management   For   For   For
  7.6.1    Approve non-executive directors’ fees (2012): Group Remuneration Committee: Chairman   Management   For   For   For
  7.6.2    Approve non-executive directors’ fees (2012): Group Remuneration Committee: Member   Management   For   For   For
  7.7.1    Approve non-executive directors’ fees (2012): Group Social and Ethics Committee: Chairman   Management   For   For   For
  7.7.2    Approve non-executive directors’ fees (2012): Group Social and Ethics Committee: Member   Management   For   For   For
  7.8.1    Approve non-executive directors’ fees (2012): Group Audit Committee: Chairman   Management   For   For   For
  7.8.2    Approve non-executive directors’ fees (2012): Group Audit Committee: Member   Management   For   For   For
  7.9    Approve non-executive directors’ fees (2012): Ad hoc meeting attendance   Management   For   For   For


  7.10    Approve non-executive directors’ fees (2012): Ad hoc fee per hour   Management   For   For   For
  8    Place shares for the Standard Bank Equity Growth Scheme under control of directors   Management   For   For   For
  9    Place shares for the Group Share Incentive Scheme under control of directors   Management   For   For   For
  10    Give general authority to acquire the company’s shares   Management   For   For   For
  11    Give authority to the directors to provide loans or other financial assistance to related or inter- related companies   Management   For   For   For
  12    Adopt a new memorandum of incorporation   Management   Against   Against   Against
     Comments-Limit on board size included as an amendment
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

 

185,832

   

23-May-2012

 

23-May-2012

    SBERBANK OF RUSSIA OJSC, MOSCOW
  Security   X76317100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jun-2012
  ISIN   RU0009029540    Agenda   703665109 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   21-May-2012
  SEDOL(s)   4767981 - B05P537 - B56C9L8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  1    Approval of the Company’s Annual Report   Management       For
  2    On approval of annual financial statements   Management       For
  3    Profit and loss distribution for 2011 FY and on companys dividends for 2011. The BOD recommended to pay the dividends for 2011 in amount RUB 2.08 per ordinary share and RUB 2.59 per preferred share   Management       For
  4    Approval of the Company’s Auditor   Management       For
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
  5.1    Election of member to the Company’s BoD: Gref GO   Management       Case By Case
  5.2    Election of member to the Company’s BoD: Guriev SM   Management       For
  5.3    Election of member to the Company’s BoD: Danilov-Danilian AV   Management       For
  5.4    Election of member to the Company’s BoD: Dmitriev ME   Management       For
  5.5    Election of member to the Company’s BoD: Zlatkis BI   Management       Case By Case
  5.6    Election of member to the Company’s BoD: Ivanova NY   Management       Case By Case
  5.7    Election of member to the Company’s BoD: Ignatiev SM   Management       Case By Case
  5.8    Election of member to the Company’s BoD: Luntovsky GI   Management       Case By Case
  5.9    Election of member to the Company’s BoD: Matovnikov MY   Management       For
  5.10    Election of member to the Company’s BoD: Mau VA   Management       Case By Case
  5.11    Election of member to the Company’s BoD: Profumo A   Management       Case By Case
  5.12    Election of member to the Company’s BoD: Savatyugin AL   Management       Case By Case
  5.13    Election of member to the Company’s BoD: Simonian RR   Management       For
  5.14    Election of member to the Company’s BoD: Sinelnikov-Muriliev SG   Management       Case By Case
  5.15    Election of member to the Company’s BoD: Tkachenko VV   Management       Case By Case
  5.16    Election of member to the Company’s BoD: TTulin DV   Management       For
  5.17    Election of member to the Company’s BoD: Ulyukaev AV   Management       Case By Case
  5.18    Election of member to the Company’s BoD: Fridman R   Management       Case By Case
  5.19    Election of member to the Company’s BoD: Shvetsov SA   Management       Case By Case
  6    Election of members to the Company’s Revision committee   Management       For
  7    On approval of payment of remuneration to the members of the Board of Directors and to the Company’s Revision committee   Management       Against
  8    On approval of the new edition of the Company’s Charter   Management       Against
  CMMT    DELETION OF COMMENT   Non-Voting       None


  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN TEXT OF RESOLUTION 3 AND-CHANGE IN MEETING TYPE FROM EGM TO AGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES-, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINA-L INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  744,100      
    BANK POLSKA KASA OPIEKI -GRUPA PEKAO S.A., WARSZAW
  Security   X0641X106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jun-2012
  ISIN   PLPEKAO00016    Agenda   703778704 - Management
  Record Date   16-May-2012    Holding Recon Date   16-May-2012
  City / Country   WARSAW / Poland    Vote Deadline Date   15-May-2012
  SEDOL(s)   5473113 - B020KP2 - B28FBX0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Open Meeting   Management   No Action     For
  2    Elect Meeting Chairman   Management   No Action     For
  3    Acknowledge Proper Convening of Meeting   Management   No Action     For
  4    Elect Members of Vote Counting Commission   Management   No Action     For
  5    Approve Agenda of Meeting   Management   No Action     For
  6    Receive Management Board Report on Company’s Operations in Fiscal 2011   Management   No Action     For
  7    Receive Management Board Report on Financial Statements   Management   No Action     For
  8    Receive Management Board Report on Group’s Operations in Fiscal 2011   Management   No Action     For
  9    Receive Management Board Report on Consolidated Financial Statements   Management   No Action     For
  10    Receive Management Board Proposal on Allocation of Income   Management   No Action     For
  11    Receive Supervisory Board Reports   Management   No Action     For
  12.1    Approve Management Board Report on Company’s Operations in Fiscal 2011   Management   No Action     For
  12.2    Approve Financial Statements   Management   No Action     For
  12.3    Approve Management Board Report on Group’s Operations in Fiscal 2011   Management   No Action     For
  12.4    Approve Consolidated Financial Statements   Management   No Action     For
  12.5    Approve Allocation of Income   Management   No Action     For
  12.6    Approve Supervisory Board Report on Board’s Activities in Fiscal 2011   Management   No Action     For
  12.7A    Approve Discharge of Federico Ghizzoni (Deputy Chairman of Supervisory Board)   Management   No Action     For
  12.7B    Approve Discharge of Sergio Ermotti (Supervisory Board Member)   Management   No Action     For
  12.7C    Approve Discharge of Alicja Kornasiewicz (Supervisory Board Member)   Management   No Action     For
  12.7D    Approve Discharge of Jerzy Woznicki (Former Supervisory Board Chairman)   Management   No Action     For
  12.7E    Approve Discharge of Roberto Nicastro (Supervisory Board Member)   Management   No Action     For
  12.7F    Approve Discharge of Alessandro Decio (Supervisory Board Member)   Management   No Action     For
  12.7G    Approve Discharge of Pawel Dangel (Supervisory Board Member)   Management   No Action     For
  12.7H    Approve Discharge of Oliver Greene (Supervisory Board Member)   Management   No Action     For
  12.7I    Approve Discharge of Enrico Pavoni (Supervisory Board Member)   Management   No Action     For
  12.7J    Approve Discharge of Leszek Pawlowicz (Supervisory Board Member)   Management   No Action     For
  12.7K    Approve Discharge of Krzysztof Pawlowski (Supervisory Board Member)   Management   No Action     For
  12.8A    Approve Discharge of Alicja Kornasiewicz (Former CEO)   Management   No Action     For
  12.8B    Approve Discharge of Luigi Lovaglio (CEO)   Management   No Action     For
  12.8C    Approve Discharge of Diego Biondo (Management Board Member)   Management   No Action     For
  12.8D    Approve Discharge of Marco Iannaccone (Management Board Member)   Management   No Action     For
  12.8E    Approve Discharge of Andrzej Kopyrski (Management Board Member)   Management   No Action     For
  12.8F    Approve Discharge of Grzegorz Piwowar (Management Board Member)   Management   No Action     For
  12.8G    Approve Discharge of Marian Wazynski (Management Board Member)   Management   No Action     For
  13    Elect Supervisory Board Members   Management   No Action     Abstain
  14    Ratify Auditor   Management   No Action     Abstain
  15    Amend Statute   Management   No Action     For
  16    Approve Consolidated Text of Statute   Management   No Action     For
  17    Amend Regulations on General Meetings   Management   No Action     For
  18    Close Meeting   Management   No Action     For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  80,854     15-May-2012   15-May-2012
    SBERBANK OF RUSSIA OJSC, MOSCOW
  Security   80585Y308   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   01-Jun-2012
  ISIN   US80585Y3080   Agenda   703800157 - Management
  Record Date   12-Apr-2012   Holding Recon Date   12-Apr-2012
  City / Country   MOSCOW / Russian Federation   Vote Deadline Date   18-May-2012
  SEDOL(s)   B3P7N29 - B4MQJN9 - B5SC091   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approve the annual report for 2011   Management   For   For   For
  2    Approve the annual report for 2011, including: accounting balance, profit and loss statement (disclosure forms)   Management   For   For   For
  3    Approve distribution of profits for 2011; 3.2 Pay dividends for ordinary shares in the amount of RUB 2.08 per one share, and for preferred shares in the amount of RUB 2.59 per one share   Management   For   For   For
  4    Approve CJSC Ernst & Young Vneshaudit as the auditor for 2012 and the 1st quarter of 2013   Management   For   For   For
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
     Comments-Non Voting Agenda Item
  5.1    To elect the following member of the Board of Directors: Gref Herman Oskarovich   Management   Abstain   Against   Case By Case
  5.2    To elect the following member of the Board of Directors: Guriev Sergei Maratovich   Management   For   For   For
  5.3    To elect the following member of the Board of Directors: Danilov-Danilyan Anton Viktorovich   Management   For   For   For
  5.4    To elect the following member of the Board of Directors: Dmitriev Mikhail Egonovich   Management   For   For   For
  5.5    To elect the following member of the Board of Directors: Zlatkis Bella Ilyinichna   Management   Abstain   Against   Case By Case
  5.6    To elect the following member of the Board of Directors: Ivanova Nadezhda Yurievna   Management   Abstain   Against   Case By Case
  5.7    To elect the following member of the Board of Directors: Ignatiev Sergei Mikhailovich   Management   Abstain   Against   Case By Case
  5.8    To elect the following member of the Board of Directors: Luntovsky Georgy Ivanovich   Management   Abstain   Against   Case By Case
  5.9    To elect the following member of the Board of Directors: Matovnikov Mikhail Yurievich   Management   For   For   For
  5.10    To elect the following member of the Board of Directors: Mau Vladimir Aleksandrovich   Management   Abstain   Against   Case By Case
  5.11    To elect the following member of the Board of Directors: Profumo Alessandro   Management   Abstain   Against   Case By Case
  5.12    To elect the following member of the Board of Directors: Savatyugin Alexei Lvovich   Management   Abstain   Against   Case By Case
  5.13    To elect the following member of the Board of Directors: Simonyan Rayr Rayrovich   Management   For   For   For
  5.14    To elect the following member of the Board of Directors: Sinelnikov-Murylev Sergei Germanovich   Management   Abstain   Against   Case By Case
  5.15    To elect the following member of the Board of Directors: Tkachenko Valery Viktorovich   Management   Abstain   Against   Case By Case
  5.16    To elect the following member of the Board of Directors: Tulin Dmitry Vladislavovich   Management   For   For   For
  5.17    To elect the following member of the Board of Directors: Ulyukaev Alexei Valentinovich   Management   Abstain   Against   Case By Case
  5.18    To elect the following member of the Board of Directors: Freeman Ronald   Management   Abstain   Against   Case By Case
  5.19    To elect the following member of the Board of Directors: Shvetsov Sergei Anatolievich   Management   Abstain   Against   Case By Case
  6.1    Elect the following member of the Auditing Committee: Borodina Natalia Petrovna   Management   For   For   For
  6.2    Elect the following member of the Auditing Committee: Volkov Vladimir Mikhailovich   Management   For   For   For
  6.3    Elect the following member of the Auditing Committee: Dolzhnikov Maxim Leonidovich   Management   For   For   For
  6.4    Elect the following member of the Auditing Committee: Isakhanova Yuliya Yurievna   Management   For   For   For
  6.5    Elect the following member of the Auditing Committee: Kremleva Irina Vladimirovna   Management   For   For   For
  6.6    Elect the following member of the Auditing Committee: Minenko Alexei Yevgenievich   Management   For   For   For
  6.7    Elect the following member of the Auditing Committee: Polyakova Olga Vasilievna   Management   For   For   For


  7    Pay remuneration to the members of the Supervisory Board of Sberbank of Russia OJSC, except Alessandro Profumo, subject to their consent in accordance with the laws of the Russian Federation in the following amount:-RUB 4.5 million to each of the members of the Supervisory Board acting as the Chairmen of the Supervisory Board’s committees;-RUB 4.2 million to each of the members of the Supervisory Board being the members of the Supervisory Board’s committees;-RUB 3.8 million to each of the members of the Supervisory Board not being the members of the Supervisory Board’s committees. 2. Pay remuneration to the member of the Supervisory Board of Sberbank of Russia OJSC Alessandro Profumo in the amount of EUR 431,497.12 and reimburse him for the expenses related to his performing the duties of a member of the Supervisory CONTD   Management   Against   Against   Against
     Comments-includes consulting fees
  CONT    CONTD Board of Sberbank of Russia OJSC in the amount of up to USD 19,657.14.-3. Pay remuneration to the Chairman of the Auditing Commission of Sberbank of-Russia OJSC in the amount of RUB 1.0 million, and to the members of the-Auditing Commission in the amount of RUB 750,000, subject to their consent in- accordance with the laws of the Russian Federation   Non-Voting       None
     Comments-Non Voting Agenda Item
  8    Approve the new version of the Bank’s Charter. Commit the President and the Chairman of the Bank’s Executive Board to sign the documents required for the state registration of the new version of the Bank’s Charter   Management   Against   Against   Against
     Comments- Allows preferred shareholders to vote on additional proposals, which may not serve ordinary shareholders’ interests
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  426,300     18-May-2012   21-May-2012
    SAMSUNG FIRE & MARINE INSURANCE CO LTD, SEOUL
  Security   Y7473H108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Jun-2012
  ISIN   KR7000810002    Agenda   703810172 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   TBA / Korea, Republic Of    Vote Deadline Date   24-May-2012
  SEDOL(s)   6155250 - B3BJYH1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of financial statements   Management   For   For   For
  2    Amendment of articles of incorp.   Management   For   For   For
  3    Election of director Mun Hyo Nam, Son Byeon G Jo, Yun Yeong Cheol   Management   Against   Against   Against
     Comments-Insufficient Audit Committee Independence Requirement; Board Does Not Meet Independence Requirements
  4    Election of audit committee member Son Byeong Jo , Yun Yeong Cheol   Management   Against   Against   Against
     Comments-Insufficient Audit Committee Independence Requirement; Board Does Not Meet Independence Requirements
  5    Approval of remuneration for director   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  26,260     24-May-2012   24-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   US68554N1063    Agenda   703860317 - Management
  Record Date   22-May-2012    Holding Recon Date   22-May-2012
  City / Country   CAIRO / Egypt    Vote Deadline Date   24-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To approve the terms and conditions of a facility agreement of up to USD 150 million for Pandora Methanol LLC (“Pandora”), Orascom Construction Industries’ (“OCI”) 100% owned integrated ammonia-methanol production facility in Beaumont, Texas, in the United States, and to authorize OCI executives to sign all documents related to the facility on behalf of Pandora. The following OCI executives will be authorized to sign all documents related to the facility on behalf of Pandora: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For


  2    To approve the terms and conditions of a facility agreement of up to USD 120 million for the OCI construction business, to be signed by one or more of the following OCI construction subsidiaries: Orascom Construction S.A.E., Orascom Road Construction S.A.E., OCI Construction Limited, or Cementech Limited, and to authorize OCI executives to sign all documents related to the facility on behalf of the signing Company. The following OCI executives will be authorized to sign all documents related to the facility on behalf of the construction subsidiaries: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For
  3    To authorize OCI’s Board of Directors to issue any required guarantees related to either loan agreement approved by shareholders at the EGM   Management   For   For   For
  4    To approve the appointment of the following individuals as signatories authorized to sign contracts on behalf of OCI: i. Individual signatures or their proxies without a cap: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer, Eng. Onsi Sawiris in his capacity as Board Member; ii. Any two of the following executives can sign together on behalf of the Company without a cap: Eng. Osama Bishai in his capacity as Managing Director, Mr. Salman Butt in his capacity as Managing Director, Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer, Mr. Hussein Marei in his capacity as Legal Counsel, Mr. Sherif Tantawy in his capacity as Construction Group Chief Financial Officer   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  67,800     31-May-2012   01-Jun-2012
    TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD, HSINCHU
  Security   Y84629107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Jun-2012
  ISIN   TW0002330008    Agenda   703828725 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   HSINCHU / Taiwan, Province of China    Vote Deadline Date   04-Jun-2012
  SEDOL(s)   6889106 - B16TKV8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
  A.1    The 2011 business operations   Non-Voting       None
  A.2    The 2011 audited reports   Non-Voting       None
  A.3    The status of unsecured corporate bonds   Non-Voting       None
  B.1    The 2011 business reports and financial statements   Management   For   For   For
  B.2    The 2011 profit distribution. Proposed cash dividend: TWD 3 per share   Management   For   For   For
  B.3    The revision to the articles of incorporation   Management   For   For   For
  B.4    The revision to the rules of the election of directors   Management   For   For   For
  B.5.1    Elect Morris Chang, Shareholder No 4515, as director   Management   For   For   For
  B.5.2    Elect F.C. Tseng, Shareholder No 104, as director   Management   For   For   For
  B.5.3    Elect Representative of National Development Fund, Executive Yuan Johnsee Lee, Shareholder No 1, as director   Management   For   For   For
  B.5.4    Elect Rick Tsai, Shareholder no 7252, as director   Management   For   For   For
  B.5.5    Elect Sir Peter Leahy Bonfield, Shareholder No 93180657 (Passport No.), as independent director   Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.6    Elect Stan Shih, Shareholder No 534770, as independent director   Management   For   For   For
  B.5.7    Elect Thomas J. Engibous, Shareholder No 135021464, as independent director   Management   For   For   Against


     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.8    Elect Gregory C. Chow, Shareholder No 214553970, as independent director   Management   For   For   Against
     Comments- Glass Lewis recommends voting against specific board members who attended less than 75% of meetings, however, this meeting has a slated voting structure and following this recommendation would force Harding Loevner to vote against the directors that we prefer. HL chose to override this decision and vote ‘For’.
  B.5.9    Elect Kok-Choo Chen, Shareholder No 9546, as independent director   Management   For   For   For
  B.6    Extraordinary motions   Management   Against   Against   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  3,142,277     04-Jun-2012   04-Jun-2012
    ADVANTECH CO LTD
  Security   Y0017P108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   13-Jun-2012
  ISIN   TW0002395001    Agenda   703834312 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   TAIPEI / Taiwan, Province of China    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   6202673    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.1    The 2011 business operations   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.2    The 2011 audited reports   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.3    The status of endorsement and guarantee   Non-Voting       None
     Comments-Non Voting Agenda Item
  A.4    The status of the 2011 local unsecured convertible corporate bonds   Non-Voting       None
     Comments-Non Voting Agenda Item
  B.1    The 2011 business reports and financial statements   Management   For   For   For
  B.2    The 2011 profit distribution. proposed cash dividend: TWD5 per share   Management   For   For   For
  B.3    The revision to the articles of incorporation   Management   For   For   For
  B.4    The revision to the rules of shareholder meeting   Management   For   For   For
  B.5    The revision to the procedures of asset acquisition or disposal   Management   For   For   For
  B.6    The proposal to release non-competition restriction on the directors   Management   Against   Against   Against
     Comments-Potential conflicts of interest
  B.7    Extraordinary motions   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  48,000     05-Jun-2012   05-Jun-2012
    HON HAI PRECISION INDUSTRY CO LTD
  Security   Y36861105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Jun-2012
  ISIN   TW0002317005    Agenda   703837015 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   TAIPEI / Taiwan, Province of China    Vote Deadline Date   08-Jun-2012
  SEDOL(s)   6438564 - B03W240    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU   Non-Voting       None
  A.1    The 2011 business operations   Non-Voting       None
  A.2    The 2011 audited reports   Non-Voting       None
  A.3    The indirect investment in people’s republic of china   Non-Voting       None
  A.4    The status of the local unsecured corporate bonds   Non-Voting       None
  A.5    The rules of the board meeting   Non-Voting       None
  B.1    The 2011 business reports and financial statements   Management   For   For   For


  B.2   The 2011 profit distribution. proposed cash dividend: TWD 1.5 per share    Management   For   For   For
  B.3   The issuance of new shares from retained earnings. proposed stock dividend: 100 for 1,000 SHS held    Management   For   For   For
  B.4   Issuance of new shares to participate the global depositary receipt (GDR) issuance or the local rights issue    Management   For   For   For
  B.5   The revision to the procedures of asset acquisition or disposal    Management   For   For   For
  B.6   The revision to the rule of the election of the directors and supervisors    Management   For   For   For
  B.7   The revision to the rules of shareholder meeting    Management   For   For   For
  B.8   The revision to the articles of incorporation    Management   For   For   For
  B.9   The proposal of the issuance of new shares for employee with restriction. New    Management   For   For   Against
    Comments-Harding Loevner disagrees with Glass Lewis on its recommendations for item #9 as its analysis shows that potential dilution from such plans will be modest (~2% each) and well within our guidelines.
  B.10   The proposal to issue the employee stock option at a price lower than the closing price of the issue date    Management   For   For   Against
    Comments-Harding Loevner disagrees with Glass Lewis on its recommendations for item #10 as its analysis shows that potential dilution from such plans will be modest (~2% each) and well within our guidelines.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  2,567,048     08-Jun-2012   08-Jun-2012
    JIANGSU EXPRESSWAY CO LTD
  Security   Y4443L103   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    19-Jun-2012
  ISIN   CNE1000003J5   Agenda    703755768 - Management
  Record Date   18-May-2012   Holding Recon Date    18-May-2012
  City / Country   JIANGSU / China   Vote Deadline Date    07-Jun-2012
  SEDOL(s)   6005504 - B01XLJ3 - B1BJTS3   Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0423/LTN20120423933.pdf    Non-Voting       None
    Comments-Non Voting Agenda Item
  1   The report of the Board of Directors of the Company for the year ended 31 December 2011 be approved    Management   For   For   For
  2   The report of the Supervisory Committee of the Company for the year ended 31 December 2011 be approved    Management   For   For   For
  3   The annual budget report for year 2011 be approved    Management   For   For   For
  4   The financial statements and the auditors’ report of the Company for the year ended 31 December 2011 be approved    Management   For   For   For
  5   The profit distribution scheme of the Company in respect of the final dividend for the year ended 31 December 2011: the proposed declaration of a cash dividend of RMB0.36 per share (tax inclusive) be approved    Management   For   For   For
  6   The appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company’s auditors for the year 2012 at a remuneration of not exceeding RMB2,100,000/year be approved    Management   For   For   For
  7   The appointment of Deloitte Touche Tohmatsu CPA Ltd. as the Company’s auditors of internal control for the year 2012 at an aggregate remuneration of RMB680,000/year be approved    Management   For   For   For
  8.1   Election of director: the appointment of Mr. Yang Gen Lin as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Yang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   For   For   For
  8.2   Election of director: the appointment of Madam Zhang Yang as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Madam Zhang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   For   For   For
  8.3   Election of director: the appointment of Mr. Chen Xiang Hui as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Chen with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   For   For   For


  8.4   Election of director: the appointment of Mr. Du Wen Yi as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Du with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   Against   Against   Against
    Comments-Beneficial Owner on Audit Committee
  8.5   Election of director: the appointment of Mr. Qian Yong Xiang as an executive Director of the Company and the signing of service contract for executive director between the Company and Mr. Qian with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   For   For   For
  8.6   Election of director: the appointment of Ms. Cheng Chang Yung Tsung, Alice as a nonexecutive Director of the Company and the signing of a letter of appointment between the Company and Ms. Chang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of HKD 300,000 (after tax) be approved    Management   For   For   For
  8.7   Election of director: the appointment of Mr. Fang Hung, Kenneth as a non-executive Director of the Company and the signing of a letter of appointment between the Company and Mr. Fang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of HKD 300,000 (after tax)be approved    Management   For   For   For
  8.8   Election of director: the appointment of Mr. Xu Chang Xin as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Xu with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved    Management   For   For   For
  8.9   Election of director: to consider and approve the appointment of Mr. Gao Bo as an independent non-executive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Gao with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax)    Management   For   For   For
  8.10   Election of director: the appointment of Mr. Chen Donghua as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Chen with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved    Management   For   For   For
  8.11   Election of director: the appointment of Mr. Zhang Erzhen as an independent nonexecutive Director of the Company and the signing of an independent non-executive director service contract between the Company and Mr. Zhang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting with an annual remuneration of RMB60,000 (after tax) be approved    Management   For   For   For
  9.1   Election of Supervisor: the appointment of Mr. Chang Qing as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Chang with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   For   For   For
  9.2   Election of Supervisor: the appointment of Mr. Sun Hong Ning as a Supervisor of the Company and the signing of a letter of appointment between the Company and Mr. Sun with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved    Management   Against   Against   Against
    Comments-Board Does Not Meet Independence Requirements


  9.3    Election of Supervisor: the appointment of Madam Hu Yu as a Supervisor of the Company and the signing of a letter of appointment between the Company and Madam Hu with a term commencing from the date of the 2011 Annual General Meeting and expiring on the date of the 2014 Annual General Meeting be approved   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  10    That the long term equity investment in Jiangsu Yanjiang Expressway Co., Ltd. (“Yanjiang Expressway Co”) by Jiangsu Guangjing Xicheng Expressway Co., Ltd. (“Guangjing Xicheng”), the Company’s subsidiary, be approved, AND THAT the scheme of participating in capital enlargement in Yanjiang Expressway Co be confirmed, AND THAT the calculation with reference to the current paid in capital of Yanjiang Expressway Co of RMB2,100,000,000 and the estimated asset value of Yanjiang Expressway Co as at 31 December 2011, with a ratio of 1:1.4662, the contribution by Guangjing Xicheng of RMB1,466,200,000 in the capital enlargement be confirmed AND THAT an amount of RMB1,000,000,000 be injected into the registered capital, representing approximately 32.26% of the registered capital of Yanjiang Expressway Co after the enlargement, and CONTD   Management   For   For   For
  CONT    CONTD an amount of RMB466,200,000 be injected as capital reserve   Non-Voting       For
     Comments-Non Voting Agenda Item
  11    That the issue of not more than RMB2,000,000,000 short-term commercial papers be approved and that the authorisation of Mr. Qian Yong Xiang, a director of the Company, to deal with the matters relevant to the issue; and the issue be taken place within one year from the date of this annual general meeting be approved   Management   For   For   None
  12    That the replacement of the Article 9.6(5) of Articles of Association of the Company with the following be approved:- “(5) The place for holding the Company’s general meetings shall be the registered office of the Company or such place as shall be determined by the Board.”   Management   For   For   None
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  2,894,000     06-Jun-2012   07-Jun-2012
    DELTA ELECTRONICS INC
  Security   Y20263102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Jun-2012
  ISIN   TW0002308004    Agenda   703883187 - Management
  Record Date   20-Apr-2012    Holding Recon Date   20-Apr-2012
  City / Country   TAOYUAN / Taiwan, Province of China    Vote Deadline Date   11-Jun-2012
  SEDOL(s)   6260734 - B4568G2    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.1   2011 Operation Results    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.2   2011 Financial Results    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.3   Supervisors’ Review Opinions on 2011 Financial Results    Non-Voting       None
    Comments-Non Voting Agenda Item
  2.1   Acknowledgement of the 2011 Financial Results    Management   For   For   For
  2.2   Acknowledgement of the 2011 Earnings Distribution : cash dividend:TWD3.5 per share    Management   For   For   For
  2.3   Discussion of Amendments to Articles of Incorporation    Management   For   For   For
  2.4   Discussion of Amendments to the Rules and Procedures of Shareholders’ Meeting    Management   For   For   For
  2.5   Discussion of Amendments to Director and Supervisor Election Regulations    Management   For   For   For
  2.6   Discussion of Amendments to Operating Procedures of Acquisition or Disposal of Assets    Management   For   For   For
  2.7   Discussion of Amendments to Operating Procedures of Fund Lending    Management   For   For   For


  2.8   Discussion of Amendments to Operating Procedures of Endorsement and Guarantee Voting and Resolution for Each of Acknowledgement and Discussion Proposals    Management   For   For   For
  2.9.1   Re-election of Independent director: Yung-Chin Chen, (ID Number: A100978326)    Management   For   For   For
  2.9.2   Re-election of Independent director: Tsong-Pyng Perng, (ID Number: J100603804)    Management   For   For   For
  2.9.3   Re-election of Independent director: Tai-Sheng Chao, also known as George Chao, (ID Number: K101511744)    Management   For   For   For
  2.9.4   Re-election of director: Bruce CH Cheng, (ID Number: 1)    Management   For   For   For
  2.9.5   Re-election of director: Yancey Hai, (ID Number: 38010)    Management   For   For   For
  2.9.6   Re-election of director: Mark Ko, (ID Number: 15314)    Management   For   For   For
  2.9.7   Re-election of director: Fred Chai-Yan Lee, (Passport Number: 057416787)    Management   For   For   For
  2.9.8   Re-election of director: Ping Cheng, (ID Number: 43)    Management   For   For   For
  2.9.9   Re-election of director: Simon Chang, (ID Number: 19)    Management   For   For   For
  2.910   Re-election of director: Albert Chang, (ID Number: 32)    Management   For   For   For
  2.911   Re-election of director: Chung-Hsing Huang, (ID Number: H101258606)    Management   For   For   For
  2.912   Re-election of director: Steven Liu, (ID Number: 14)    Management   For   For   For
  2.913   Re-election of director: Johnson Lee, (ID Number: 360)    Management   For   For   For
  2.10   Releasing the Directors from Non-competition Restrictions Voting and Resolution for Releasing the Directors from Non-competition Restrictions    Management   Against   Against   Against
    Comments-Potential conflicts of interest
  3   Extemporary Motions    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION-2.2.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FO-RM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  673,189     11-Jun-2012   11-Jun-2012
    HIWIN TECHNOLOGIES CORP
  Security   Y3226A102   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    22-Jun-2012
  ISIN   TW0002049004   Agenda    703874140 - Management
  Record Date   23-Apr-2012   Holding Recon Date    23-Apr-2012
  City / Country   TAICHUNG / Taiwan, Province of China   Vote Deadline Date    14-Jun-2012
  SEDOL(s)   B1YMYT5   Quick Code   
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.1   The 2011 business operations    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.2   The 2011 audited reports    Non-Voting       None
    Comments-Non Voting Agenda Item
  B.1   The 2011 business reports and financial statements    Management   For   For   For
  B.2   The 2011 profit distribution. proposed cash dividend: TWD5. 5 per share    Management   For   For   For
  B.3   The issuance of new shares from retained earnings proposed stock dividend:50 for 1,000 SHS held    Management   For   For   For
  B.4   The revision to the procedures of asset acquisition or disposal    Management   For   For   For
  B.5   The revision to the rules of shareholder meeting    Management   For   For   For
  B.6   Extraordinary motions    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  254,000     14-Jun-2012   14-Jun-2012


    AXIS BANK LTD
  Security   Y0487S103   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   22-Jun-2012
  ISIN   INE238A01026   Agenda   703883858 - Management
  Record Date     Holding Recon Date   20-Jun-2012
  City / Country   AHMEDABAD / India   Vote Deadline Date   08-Jun-2012
  SEDOL(s)   6136482 - B01Z5M0 - B071S89   Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   To receive, consider and adopt the Balance Sheet as at 31st March, 2012, Profit & Loss Account and Cash flow statement for the year ended 31st March, 2012 and the reports of Directors and Auditors thereon    Management   For   For   For
  2   To appoint a Director in place of Smt. Rama Bijapurkar, who retires by rotation and, being eligible, offers herself for re-appointment as a Director    Management   Against   Against   Against
    Comments-Board Does Not Meet Independence Requirements
  3   To appoint a Director in place of Shri V. R. Kaundinya, who retires by rotation and, being eligible, offers himself for re-appointment as a Director    Management   Against   Against   Against
    Comments-Less than 75% Attendance
  4   To declare a dividend on the Equity Shares of the Bank    Management   For   For   For
  5   Resolved that pursuant to the provisions of Section 224A and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, ICAI Registration Number 117365W, be and are hereby appointed as the Statutory Auditors of the Bank to hold office from the conclusion of the Eighteenth Annual General Meeting until the conclusion of the Nineteenth Annual General Meeting, on such remuneration as may be approved by the Audit Committee of the Board    Management   For   For   For
  6   Resolved that Prof. Samir K. Barua, who was appointed as an Additional Director at the meeting of the Board of Directors held on 22nd July, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Prof. Samir K. Barua as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation    Management   For   For   For
  7   Resolved that Shri A. K. Dasgupta, who was appointed as an Additional Director at the meeting of the Board of Directors held on 5th September, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri A. K. Dasgupta as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation    Management   Against   Against   Against
    Comments-Board Does Not Meet Independence Requirements
  8   Resolved that Shri Som Mittal, who was appointed as an Additional Director at the meeting of the Board of Directors held on 22nd October, 2011 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri Som Mittal as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, liable to retire by rotation    Management   For   For   For
  9   Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for re-appointment of Smt. Shikha Sharma as the Managing Director & CEO of the Bank for a period of 3 years effective 1st June, 2012. Resolved further that subject to the approval by the Reserve Bank of India, Smt. Shikha Sharma be paid remuneration by way of salary, allowances and perquisites as Managing Director & CEO of the Bank as per the following terms and conditions with effect from 1st June, 2012:As specified; Resolved further that the Board of Directors of the Bank is hereby authorised to do all such acts, deeds and things and to execute any CONTD    Management   For   For   For


  CONT    CONTD document or instruments etc. as may be required to give effect to this-resolution Resolved further that the Company Secretary of the Bank is he-reby authorised to file necessary forms with the Registrar of Co-mpanies/other Regulatory Authorities under his signature and to take all fu-rther action in the matter including signing of any other applications, de-eds, documents, forms, certificates, as may be necessary under the pr-ovisions of the Companies Act, 1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item
  10    Resolved that subject to approval by the Reserve Bank of India and such other statutory authorities as may be required, approval of the members of the Bank is hereby given for revising the remuneration payable to Dr. Adarsh Kishore, Chairman of the Bank as under: a. Expenses for office maintenance be increased to INR100,000 per month from INR75,000 per month with effect from 1st April, 2011 and thereafter be increased to INR125,000 per month with effect from 1st April, 2012. b. All other terms and conditions to remain unchanged   Management   For   For   For
  11    Resolved that Shri Somnath Sengupta, in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri Somnath Sengupta as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation, effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India till 31st May, 2015, the last day of the month in which he reaches the age of superannuation   Management   For   For   For
  12    Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for appointment of Shri Somnath Sengupta as the Whole-time Director of the Bank effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India till 31st May, 2015, the last day of the month in which he reaches the age of superannuation”. Resolved further that subject to the approval by the Reserve Bank of India, Shri Somnath Sengupta be paid remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following terms and conditions effective from the date from which his appointment as Whole-CONTD   Management   For   For   For
  CONT    CONTD time Director will be approved by Reserve Bank of India: As specified;-Resolved further that the Board of Directors of the Bank is hereby authorised-to do all such acts, deeds and things and to execute any document or- instruments etc. as may be required to give effect to this resolution.-Resolved further that the Company Secretary of the Bank is hereby authorised-to file necessary forms with the Registrar of Companies/other Regulatory- Authorities under his signature and to take all further action in the matter-including signing of any other applications, deeds, documents, forms,-certificates, as may be necessary under the provisions of the Companies Act,-1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item
  13    Resolved that Shri V. Srinivasan, in respect of whom notice under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose Shri V. Srinivasan as a candidate for the office of Director of the Bank is hereby appointed as a Director of the Bank, not liable to retire by rotation, effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India   Management   For   For   For


  14    Resolved that subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of the Bank, approval of the members of the Bank is hereby given for appointment of Shri V. Srinivasan as the Whole-time Director of the Bank for a period of 3 years effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India. Resolved further that subject to the approval by the Reserve Bank of India, Shri V. Srinivasan be paid remuneration by way of salary, allowances and perquisites as Whole-time Director of the Bank as per the following terms and conditions effective from the date from which his appointment as Whole-time Director will be approved by Reserve Bank of India: As specified; CONTD   Management   For   For   For
  CONT    CONTD Resolved further that the Board of Directors of the Bank is hereby-authorised to do all such acts, deeds and things and to execute any document-or instruments etc. as may be required to give effect to this resolution.-Resolved further that the Company Secretary of the Bank is hereby authorised-to file necessary forms with the Registrar of Companies/other Regulatory- Authorities under his signature and to take all further action in the matter-including signing of any other applications, deeds, documents, forms,-certificates, as may be necessary under the provisions of the Companies Act,-1956 and the Banking Regulation Act, 1949   Non-Voting       None
     Comments-Non Voting Agenda Item      
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN TEXT OF RESOLUTION-9.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  260,100     08-Jun-2012   20-Jun-2012
    AXIS BANK LTD
  Security   Y0487S103    Meeting Type   Court Meeting
  Ticker Symbol      Meeting Date   23-Jun-2012
  ISIN   INE238A01026    Agenda   703861496 - Management
  Record Date      Holding Recon Date   21-Jun-2012
  City / Country   AHMEDABAD / India    Vote Deadline Date   11-Jun-2012
  SEDOL(s)   6136482 - B01Z5M0 - B071S89    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “1”. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  1    For the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholders and creditors (the “Scheme”) under Sections 391 to 394 of the Companies Act, 1956 and at such meetings and at any adjournment or adjournments thereof   Management   Abstain   Against   Abstain
     Comments-Insufficient disclosure regarding target financials; Independent valuation and fairness opinion not disclosed
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  260,100     11-Jun-2012   20-Jun-2012
    PT SEMEN GRESIK (PERSERO) TBK
  Security   Y7142G168    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   ID1000106800    Agenda   703914069 - Management
  Record Date   08-Jun-2012    Holding Recon Date   08-Jun-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   5549542 - 6795236    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval annual report for book year 2011 including the board of supervisory report, financial report and gives Volledig Acquit Et decharge to the board of commissioners and board of directors for book year 2011   Management   For   For   For
  2    Approval of the financial consolidated partnership and environment development program (PCDP) report for book year 2011 and as well as to grant acquit et decharge to the board of directors and commissioners for book 2012   Management   For   For   For


  3    Approval on utilization of company’s net profit for book year 2011   Management   For   For   For
  4    Determine tantiem for book 2011, salary for directors and honorarium for the board of commissioners also facility and allowances for book year 2012   Management   For   For   For
  5    Appoint of independent public accountant to audit company financial report and PCDP financial report for book year 2012   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  3,289,100     15-Jun-2012   15-Jun-2012
    PT SEMEN GRESIK (PERSERO) TBK
  Security   Y7142G168    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   ID1000106800    Agenda   703915578 - Management
  Record Date   08-Jun-2012    Holding Recon Date   08-Jun-2012
  City / Country   JAKARTA / Indonesia    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   5549542 - 6795236    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approval of construction of new cement plants and giving a guarantee of the company’s assets in order to financing the construction of mentioned new cement plants   Management   For   For   Abstain
     Comments- Harding Loevner believes it to be part of management’s job rather than ours to decide when and/or how much capacity to add.
  2    Change the company’s management   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company      
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HET01  

INSTITUTIONAL

EMERGING

MKTS

 

1000-4

 

NORTHERN

TRUST

  3,289,100     15-Jun-2012   15-Jun-2012
    OIL CO LUKOIL
  Security   677862104    Meeting Type   Consent
  Ticker Symbol   LUKOY    Meeting Date   27-Jun-2012
  ISIN   US6778621044    Agenda   933642553 - Management
  Record Date   11-May-2012    Holding Recon Date   11-May-2012
  City / Country                       / United States    Vote Deadline Date   12-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    TO APPROVE THE ANNUAL REPORT OF OAO “LUKOIL” FOR 2011 AND THE ANNUAL FINANCIAL STATEMENTS, INCLUDING THE INCOME STATEMENTS (PROFIT AND LOSS ACCOUNTS) OF THE COMPANY, AND THE DISTRIBUTION OF PROFITS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   For   For   For
  2A    ELECTION OF DIRECTOR: ALEKPEROV, VAGIT YUSUFOVICH   Management   No Action     Case By Case
  2B    ELECTION OF DIRECTOR: BELIKOV, IGOR VYACHESLAVOVICH   Management   No Action     For
  2C    ELECTION OF DIRECTOR: BLAZHEEV, VICTOR VLADIMIROVICH   Management   No Action     For
  2D    ELECTION OF DIRECTOR: GRAYFER, VALERY ISAAKOVICH   Management   No Action     Case By Case
  2E    ELECTION OF DIRECTOR: IVANOV, IGOR SERGEEVICH   Management   No Action     For
  2F    ELECTION OF DIRECTOR: MAGANOV, RAVIL ULFATOVICH   Management   No Action     Case By Case
  2G    ELECTION OF DIRECTOR: MATZKE, RICHARD   Management   No Action     For
  2H    ELECTION OF DIRECTOR: MIKHAILOV, SERGEI ANATOLIEVICH   Management   No Action     Case By Case
  2I    ELECTION OF DIRECTOR: MOBIUS, MARK   Management   For     For
  2J    ELECTION OF DIRECTOR: MOSCATO, GUGLIELMO ANTONIO CLAUDIO   Management   No Action     For
  2K    ELECTION OF DIRECTOR: PICTET, IVAN   Management   No Action     For
  2L    ELECTION OF DIRECTOR: SHOKHIN, ALEXANDER NIKOLAEVICH   Management   No Action     Case By Case
  3A    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): MAKSIMOV, MIKHAIL BORISOVICH   Management   For   For   For
  3B    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): NIKITENKO, VLADIMIR NIKOLAEVICH   Management   For   For   For
  3C    TO ELECT THE AUDIT COMMISSION FROM THE LIST OF CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO “LUKOIL” ON 3 FEBRUARY 2012 (MINUTES NO. 3): SURKOV, ALEKSANDR VIKTOROVICH   Management   For   For   For
  4A    TO PAY REMUNERATION AND REIMBURSE EXPENSES TO MEMBERS OF THE BOARD OF DIRECTORS OF OAO “LUKOIL” PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For


  4B    TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS OF OAO “LUKOIL” ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011 (MINUTES NO. 1).   Management   For   For   For
  5A    TO PAY REMUNERATION TO EACH OF THE MEMBERS OF THE AUDIT COMMISSION OF OAO “LUKOIL” IN THE AMOUNT ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011 (MINUTES NO. 1) - 2,730,000 ROUBLES.   Management   For   For   For
  5B    TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF REMUNERATION FOR MEMBERS OF THE AUDIT COMMISSION OF OAO “LUKOIL” ESTABLISHED BY DECISION OF THE ANNUAL GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL” OF 23 JUNE 2011(MINUTES NO. 1).   Management   For   For   For
  6    TO APPROVE THE INDEPENDENT AUDITOR OF OAO “LUKOIL”- CLOSED JOINT STOCK COMPANY KPMG.   Management   For   For   For
  7    TO APPROVE AMENDMENTS AND ADDENDA TO THE CHARTER OF OPEN JOINT STOCK COMPANY “OIL COMPANY “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  8    TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE PROCEDURE FOR PREPARING AND HOLDING THE GENERAL SHAREHOLDERS MEETING OF OAO “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  9    TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE BOARD OF DIRECTORS OF OAO “LUKOIL”, PURSUANT TO THE APPENDIX HERETO.   Management   For   For   For
  10    TO APPROVE AN INTERESTED-PARTY TRANSACTION - POLICY (CONTRACT) ON INSURING THE LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS BETWEEN OAO “LUKOIL” AND OAO KAPITAL STRAKHOVANIE, ON THE TERMS AND CONDITIONS INDICATED IN THE APPENDIX HERETO.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765022  

HLF - Institutional

EM

 

1000-4

 

NORTHERN

TRUST

COMPANY

  121,578     12-Jun-2012   12-Jun-2012
    WUMART STORES INC
  Security   Y97176112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   CNE100000544    Agenda   703822242 - Management
  Record Date   28-May-2012    Holding Recon Date   28-May-2012
  City / Country   BEIJING / China    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   B0PR2N2 - B1GBRS0 - B1GC6W0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0514/LTN20120514018.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To consider and, if though fit, approve the audited consolidated financial statements of the Company and its subsidiaries for the year 2011 and the independent auditor’s report thereon   Management   For   For   For
  2    To consider and, if though fit, approve the Company’s final dividend of RMB0.2 per share (tax inclusive) for the year 2011   Management   For   For   For
  3    To consider and , if though fit, approve the report of the board of directors of the Company (the “Board”) for the year 2011   Management   For   For   For
  4    To consider and, if though fit, approve the report of the supervisory committee of the Company for the year 2011   Management   For   For   For
  5    To consider and approve the Company to re- appoint Deloitte Touche Tohmatsu CPA Ltd. and Deloitte Touche Tohmatsu as the Company’s domestic and international auditors, respectively, for a term expiring upon the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration in accordance with the actual work performed by the auditors and market conditions   Management   For   For   For
  6    To consider and, if thought fit, approve the amendments to the Articles of Association of the Company: Article 13   Management   For   For   For


  7    To consider and, if though fit, pass the issuance of additional H shares and additional domestic shares in the capital of the Company and to grant the Board a general mandate for the issuance of additional shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HET01   INSTITUTIONAL EMERGING MKTS  

1000-4

  NORTHERN TRUST   1,264,000     18-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703921913 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
     Comments-Non Voting Agenda Item      
  8.72    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an incident occurring in the course of the conduction by OAO Gazprom, its subsidiaries and dependent companies (whether existing or those becoming a subsidiary or a dependent company of OAO Gazprom during the term of the agreement) of their respective statutory activities (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 75 billion Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 1.5 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.73    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or the natural environment as a result of an emergency or incident occurring, among other things, as a result of a terrorist act at a hazardous industrial facility operated by OAO Gazprom (“insured events”), to make an insurance payment to physical persons whose life, health or property has been harmed, to legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose competence includes environmental protection management, in the event that harm is caused to the natural environment (beneficiaries), up to an aggregate insurance amount not exceeding 700 million Rubles, and OAO Gazprom undertakes to pay an insurance premium with an aggregate maximum amount of 3 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.74   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 18,392.8 million Rubles   Management   For   For   For
  8.75   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes, during the period between December 1, 2012 and March 30, 2016, acting upon OAO Gazprom’s instructions, to provide services related to the monitoring of OAO Gazprom’s gas facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 34.9 million Rubles   Management   For   For   For
  8.76   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any employees of OAO Gazprom or members of their families or retired former employees of OAO Gazprom or members of their families (insured persons who are beneficiaries) apply to a health care institution for medical services (“insured events”), to arrange and pay for such medical services to the insured persons up to the aggregate insurance amount not exceeding 550 billion Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 1.3 billion Rubles, with each agreement having a term of one year   Management   For   For   For
  8.77   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of: assertion of claims against members of the Board of Directors or the Management Committee of OAO Gazprom who are not persons holding state positions in the Russian Federation or positions in the state civil service (insured persons), by physical persons or legal entities for whose benefit the agreement will be entered into and who could suffer harm, including shareholders of OAO Gazprom, debtors and creditors of OAO Gazprom, employees of OAO Gazprom, as well as the Russian Federation represented by its authorized agencies and representatives (third parties (beneficiaries)) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities; incurrence by insured persons of judicial or other costs to settle such claims; assertion of claims against OAO Gazprom by third persons (beneficiaries) for compensation of losses resulting from unintentional erroneous actions (omissions) by insured persons in the conduct by them of their management activities on the basis of claims asserted with respect to OAO Gazprom’s securities, as well as claims originally asserted against insured persons; incurrence by OAO Gazprom of judicial or other costs to settle such claims (“insured events”), to make an insurance payment to third parties (beneficiaries) whose interests have been harmed, as well as insured persons and/or OAO Gazprom in the event of incurrence of judicial or other costs to settle claims for compensation of losses, up to the aggregate insurance amount not exceeding the Ruble equivalent of 100 million U.S. Dollars, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount equal to the Ruble equivalent of two million U.S. Dollars, with such agreement having a term of one year   Management   For   For   For


  8.78    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of any liability incurred by OAO Gazprom in its capacity as a customs broker as a result of any harm caused to the assets of any third persons represented by OAO Gazprom in connection with the conduct of customs operations (beneficiaries) or as a consequence of any breaches of the contracts signed with such persons (“insured events”), to make an insurance payment to the persons concerned up to an aggregate insurance amount of 20 million Rubles payable in each insured event, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in an aggregate maximum amount of 300 thousand Rubles, with such agreement having a term of three years   Management   For   For   For
  8.79    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event that any harm (damage or destruction) is caused to a transportation vehicle owned by OAO Gazprom or that such vehicle is stolen or hijacked or that any of the individual components, parts, units, devices, and supplementary equipment installed on such transportation vehicle is stolen (“insured events”), to make an insurance payment to OAO Gazprom (as the beneficiary) up to the aggregate insurance amount of 1,291 million Rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 24.52 million Rubles, with each agreement having a term of one year   Management   For   For   For
  8.80    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to provide for a period of 18 months after the execution date of the agreement, acting upon OAO Gazprom’s instructions, services involved in the production of a reference book on the legislative and other legal regulation of gas distribution operations, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 4.2 million Rubles   Management   For   For   For
  8.81    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, Gazprombank (Open Joint Stock Company), ZAO Gazprom Telecom, OAO Gazprom Promgaz, OAO Gazprom Gazoraspredeleniye, OOO Gazprom Export, OOO Gazpromtrans, ZAO Gazprom Invest Yug, OAO Gazprom Space Systems, OOO Gazprom Komplektatsiya, OAO Gazprom Neft, OAO Druzhba, OOO Gazprom Mezhregiongaz, OAO Gazprom Neftekhim Salavat, OAO SOGAZ, DOAO Tsentrenergogaz of OAO Gazprom, OAO Tsentrgaz, OOO Gazprom Tsentrremont, ZAO Yamalgazinvest, OAO Gazprom Gazenergoset and OAO Beltransgaz (the “Contractors”), pursuant to which the Contractors undertake to provide from August 30, 2012 to December 31, 2012, acting upon OAO Gazprom’s instructions, the services of arranging for and carrying out a stocktaking of fixed assets of OAO Gazprom that are to be leased to the Contractors, and OAO Gazprom undertakes to make payment for such services up to a maximum amount of 3.3 million Rubles   Management   For   For   For


  8.82    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, pre-investment research work for OAO Gazprom covering the following subjects: “Substantiation of investments in the construction of an experimental commercial LNG unit using national technologies and equipment”, “Substantiation of investments in the commercial development and utilization of methane in coal beds on the basis of results obtained from the pilot and experimental- commercial development of first-in-line fields over 2010-2012”, “Substantiation of investments in the construction by OOO Gazprom Dobycha Astrakhan of additional sulfur air stream granulation facilities, including advanced powered sulfur loading facilities”, “Investment concept of expansion of OOO Gazprom Sbyt Ukraine’s business and Gazprom group companies’ presence in the Ukrainian market through the creation of a filling station chain, LNG facilities and electric and heating power generation stations, and determination of other prospective lines of development”, “Declaration of intention to invest in the construction of a polyethylene production facility in the Astrakhan Oblast”, “Substantiation of investments in the creation of a gas supply system in the southern regions of the Irkutsk Oblast, including the construction of gas processing and gas chemical facilities”, “Investment concept of development of gas transportation system of OOO Gazprom Transgaz Ufa in a long term perspective, subject to the operation regime of the Kanchurinsk- Musinsk undergroung gas storage facility” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 389.62 million Rubles   Management   For   For   For
  8.83    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the cost analysis of design and surveying works as part of the estimated value of the construction project in accordance with the approved project documents with due regard for the type and capacity of the respective facility on the basis of the relevant methods approved by OAO Gazprom Promgaz, normative-cost support for the measures to optimize the costs of OAO Gazprom, analysis of budget and regulatory documents providing for the implementation of new construction technologies, analysis of the effective regulations governing investment activities and statutory requirements to gas facilities and drafting of a program for the preparation of further regulatory documents for the designing of facilities of OAO Gazprom, expert reviews of cost estimates for design and surveying works, as submitted by customers in regard to the implementation of investment projects of OAO Gazprom upon being prepared on the basis of the relevant methods approved by OAO Gazprom Promgaz, the production of collected cost estimates for logistical support and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at the beginning of 2013-2015, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 302 million Rubles   Management   For   For   For


  8.84    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the production of collected cost estimates for serial equipment, logistical support, and human resources by the concentrated construction clusters to the extent concerning OAO Gazprom facilities as at January 1, 2012, the normative-cost support for the Comprehensive Plan of Measures to Optimize the Costs of OAO Gazprom, the development of the program to increase the efficiency of air ventilation and air conditioning systems at OAO Gazprom entities, the preparation of an updated Program for the years until 2015, the development of the Program of Reconstruction of heat-supply systems of OAO Gazprom (boiler equipment, recyclers, heat-supply networks, instrumented lighting, and water-treatment facilities) until 2018, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 107.3 million Rubles   Management   For   For   For
  8.85    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of three years after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in the implementation of programs for the scientific and technical cooperation of OAO Gazprom with foreign partner companies, and OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of two million Rubles   Management   For   For   For
  8.86    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Drafting of regulatory documents relating to electric power business of OAO Gazprom, “Development of guidelines to determine budget cost variation indices for oil and gas well construction, abandonment, suspension and re- entry ay OAO Gazprom’s files against the base figures of 2006”, “Development of indicative values to determine cost of engineering surveys for the construction of OAO Gazprom’s facilities”, “Improvements to the regulatory and methodological basis governing the development, negotiation, approval and submission to third parties of specifications of designing and capital construction within the boundaries of OAO Gazprom’s facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 71.7 million Rubles   Management   For   For   For


  8.87    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the pricing and rate setting methods for the works relating to the construction of gas production facilities at the Northern seas by OAO Gazprom”, “Selection of methods of enhancement of power efficiency of utilization of fuel and power resources, development of proposals to implement such methods and to realize the projected gas consumption volumes for the period to 2025 in the constituent subjects of the Russian Federation in the Southern and Northern- Caucasian Federal Districts”, “Development of a regulation setting out the requirements to the designing of LNG supply facilities”, “Methodological and regulatory support for the transition to the maintenance of gas distribution systems depending on their technical condition and tolerable operational risks”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 96.1 million Rubles   Management   For   For   For
  8.88    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analysis of changes in the properties and characteristics of polyethylene pipes of the existing gas pipelines which determine their service life”, “Development of OAO Gazprom gas facilities reconstruction and technical re- equipment program”, “Development of regulatory and methodological framework for the investigation and monitoring of the development of coal-methanol fields”, “Development of technological development plan for the Naryksko- Oshtankinskaya area with a separate experimental and commercial development stage”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 151.9 million Rubles   Management   For   For   For
  8.89    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of basic principles and methods for the development of minor-reserve fields in order to optimize hydrocarbon production costs using investment designing instruments on the basis of the project financing methods”, “Development of technological development plans for the experimental and commercial development of Cenomanian- Aptian deposits of the hydrocarbon fields of the Yamal Area of the Yamalo-Nenetsky Autonomous District”, “Development of a technological development plan for the Kshukskiy gas condensate field of the Kamchatka Territory”, “Development of methods of identification of carbon deposits high-permeability zones using a set of structural and geomorphic methods and remote sensing data”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 233 million Rubles   Management   For   For   For


  8.90    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Analytical research to determine the cost of 1 km of drilling at OAO Gazprom fields and sites”, “Development multi-method geophysical technology of examination of a coal-methanol strip mine and oil shale”, “Information and analytical support of management processes in relation to distribution of gas to the customers in the regions of the Russian Federation, including monitoring of loading rate of gas pipeline branches and analysis of gas utilization permits issued by the local authorities of the constituent subjects of the Russian Federation”, “Development of general (standard) specifications and technical assignments in relation to the creation of national minor and non- conventional power supply facilities to procure supply of electric and heating power to OJSC Gazprom facilities”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 107.7 million Rubles   Management   For   For   For
  8.91    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of methodological recommendations in relation to the determination of appropriate terms for the beginning of reconstruction of gas transportation facilities”, “Marketing research and determination of potential volumes, terms, cost and markets of the gas processed products, preparation of an opinion as to whether it is feasible to construct a gas condensate processing plant in the Republic of Buryatia and proposals in relation to the expansion of filling station chain and compressed gas vehicle fleet”, “Development of Gazprom Corporate Standard “Unified technical requirements to the selection of main boiler equipment for the heat-supply systems of OAO Gazprom”, “Development of Gazprom Corporate Standard “Regulations on the array of preventive maintenance repairs on the heat-and-power equipment of heat-supply systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 72.8 million Rubles   Management   For   For   For
  8.92    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of Gazprom Corporate Standard “Regulations on the start-up and commissioning of the heat-and-power equipment of heat-supply systems”, “Development of Gazprom Corporate Standard “OAO Gazprom Water Supply and Discharge System Operation Rules”, “Development of basic principles and methods for the exploration, development, and exploitation of minor-reserve fields in order to optimize hydrocarbon production costs”, “Energy Saving and Energy Efficiency Program in connection with power supply in Salekhard”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 82.6 million Rubles   Management   For   For   For


  8.93    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Concept for the development of the gas- chemical industry in the Yamalo-Nenetsky Autonomous District”, “Concept for the comprehensive development of power supplies in the Yamalo-Nenetsky Autonomous District”, “Substantiation of options for power supplies to priority customers among remote townships in the Yamalo-Nenetsky Autonomous District (Muzhi, Yar-Sale, Gyda, and Tolka)”, “Proposals for first-in-line facilities for the use of coal-bed methane on the basis of the master scheme for gas supplies and conversion to gas services in the Kemerovo Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 124.1 million Rubles   Management   For   For   For
  8.94    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Research into the possibility to use non- conventional gas-supply sources (coal-bed methane, gas hydrates, shale gas, small-sized fields, etc.). Relevant recommendations”, “Forecast as to the commissioning of a gas pipeline branch until 2030”, “Analysis of the possibility to employ innovative heat-recycling technologies for the compressor stations of OAO Gazprom with a view to raising energy efficiency”, “Preparation of proposals to increase the efficiency of using gas pipeline branches and gas-distribution systems”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 155.8 million Rubles   Management   For   For   For
  8.95    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Assessment of the possibility to use liquefied natural gas with a view to evening out seasonal vacillations in gas-distribution systems”, Preparation of a program for the reconstruction and technical re-equipment of gas facilities at the Gazprom group in 2012”, “Key directions for improvement of legal framework governing use of liquefied hydrogen gas, liquefied natural gas, and compressed natural gas in gasification”; “Preparation of regulatory documents to govern research to analyze technical risks in gas- distribution systems and proposals to reduce damage from accidents and emergencies” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 108.7 million Rubles   Management   For   For   For


  8.96    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Improvements to the regulatory and methodological basis for increases in the energy efficiency of buildings and structures and to the utilization of fuel and energy resources at OAO Gazprom facilities”, “Preparation of procedures for preparing a reclamation plan for the construction of gas-transportation facilities”, “Assessment of potential damage to the natural environment (wildlife, flora, water biological, forest, land, and other resources), including, but not limited to, the effects of accidents, and the preparation of an integral program of nature- conservation and countervailing nature- conservation measures for all OAO Gazprom facilities during the development of gas- producing, gas-transportation, gas-processing, and gas-chemical capacities in Eastern Siberian and Far Eastern regions”, and “Preparation of methods for the assessment of financial and economic efficiency in the development of coal- methanol fields with due regard for public and regional effects” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 44 million Rubles   Management   For   For   For
  8.97    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of technical proposals for efficient power plant use on the basis of renewable energy sources and non-conventional hydrocarbon energy resources”, Preparation of collected labor cost estimates for the purposes of calculating the values of design and surveying works at OAO Gazprom facilities”, “Feasibility study of options for underground coal gasification (UCG) enterprises to generate electricity and produce a synthetic substitute natural gas (SNG)”, “Preparation of circuit designs and proposals for the future use of heat-pump devices using gas drives and new environmentally-friendly cooling agents at OAO Gazprom facilities and in the regional energy sectors”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 80.3 million Rubles   Management   For   For   For
  8.98    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of one year after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of draft programs to put motor transport and agricultural machinery to using gas motor fuel in Sakhalin, in Khabarovsk, Primorsk, and Kamchatka provinces”, “Preparation of feasibility studies and proposals to develop the LPG filling station network, and a fleet of vehicles driven by natural gas, while developing the fields of Yamal, in the cities of Nadym and Novy Urengoy” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 60 million Rubles   Management   For   For   None


  8.99    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes within the period from the execution date and up to July 1, 2015, following OAO Gazprom’s instructions, to provide services related to the evaluation of current level of gasification of the Russian regions, and OAO Gazprom will make payments for a total of up to 26.1 million Rubles   Management   For   For   Case By Case
  8.100    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Preparation of collections of estimated prices for the equipment, inventory and fuel, used in the construction of wells as of January 1, 2012”, “Increase of seismic resolution using second harmonics at coal-methanol deposits of Kuzbass”, Preparation of feasibility studies and proposals to streamline expenses and reduce the cost of production coalbed methane”, “Updating of financial and economic substantiation for favorable investment climate in order to implement the program of coalbed methane production in Kuzbass”, Preparation of the program for synchronization of works on preliminary degassing of coal beds, through production of methane within mining allocations of coal producing enterprises, taking into account the development prospects of gas and coal production businesses up to 2030”, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 54.08 million Rubles   Management   For   For   Case By Case
  8.101    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of two years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Development of regulatory framework for use of geosynthetics at OAO Gazprom’s facilities”, “Updating of project indicators and project solutions for the development of Kovykta and Chikansky gas and condensate fields”, “Adjustment of the General Scheme of Gas Supplies and Gasification of Irkutsk Region” and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 135.14 million Rubles   Management   For   For   Case By Case


  8.102    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes to perform during the period of three years after their execution, acting upon OAO Gazprom’s instructions, research work for OAO Gazprom covering the following subjects: “Review of OAO Gazprom Standard 2-1.13-317- 2009 “Graphic display of facilities of the unified gas supply system on the process flow charts”, and development of sections on graphic display of equipment on the layouts of facilities involved in gas production, underground storage and processing”, “Amending OAO Gazprom Standard 2-1.11-070-206 “Methodological guidelines for selection of the neutral grounding regime within the electric networks of 6 and 10 kW of voltage by OAO Gazprom subsidiaries and group companies”, “Development of OAO Gazprom Standard “Use of power cables made of crosslinked polyethylene”, “Amending OAO Gazprom Standard “Categorization of electrical receivers used at OAO Gazprom industrial facilities to replace OAO Gazprom Standard 2- 6.2-149-2007 “Development of industrial regulation on the use of low-temperature resistant heat carriers within the head supply systems”, “Development of proposals on the use of distribution heating systems at OAO Gazprom’s facilities, and to deliver the research results to OAO Gazprom, while OAO Gazprom undertakes to accept the research results and to make payment for them up to an aggregate maximum amount of 64 million Rubles   Management   For   For   Case By Case
  8.103    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom Promgaz undertakes during the period of 18 months after their execution, acting upon OAO Gazprom’s instructions, to provide services involved in maintaining the information portal of the Office for Conversion to Gas Services and Gas Uses in order to monitor, diagnose, and manage gas facilities, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 3.7 million Rubles   Management   For   For   Case By Case
  8.104    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprom EP International B.V. (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 841.34 thousand U.S. Dollars, or its equivalent in Rubles, Euros or other currency   Management   For   For   Case By Case
  8.105    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom Gazoraspredeleniye within the time from its execution and up to December 31, 2013, acting upon OAO Gazprom’s instructions, undertakes to provide services involved in the organization and conduct of a conference on distribution and gas consumption, while OAO Gazprom undertakes to make payment for such services up to an aggregate maximum amount of 2.2 million Rubles   Management   For   For   Case By Case


  8.106   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz (the “Licensee”), pursuant to which OAO Gazprom will provide the Licensee with an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered with the World Intellectual Property Organization (Nos. of international registration 807841, 807842, 807840, date of international registration - April 22, 2003), on goods and on the labels or packaging of goods, or during the performance of work or the provision of services, on covering, business, or other documentation, or in advertising, printed publications, or on official letterheads, or on signboards, including on administrative buildings and industrial facilities, on clothes and means of individual protection, or during the demonstration of exhibits at exhibitions and fairs, or in the Internet, or in the Licensees’ trade name, or in the Licensee’s corporate seal, while the Licensees will pay a license fee to OAO Gazprom up to an aggregate maximum amount of 4.248 million Rubles   Management   For   For   Case By Case
  8.107   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromviet, OOO Gaz-Oil, ZAO Yamalgazinvest, and the Gazpromipoteka foundation (“Licensees”), pursuant to which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002) , on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensees’ corporate seals, or in the Internet, or in the Licensees’ trade names, and the Licensees will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 16.992 million Rubles   Management   For   For   Case By Case


  8.108    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazenergoset whereby OAO Gazprom provides to OAO Gazprom Gazenergoset for temporary use facilities of the KS Portovaya NGV-refuelling compressor station (technological gas pipelines, and the site of the station itself), facilities of KS Elizavetinskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, on-site communication lines, sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear), as well as the facilities of KS Volkhovskaya NGV-refuelling compressor station (technological gas pipelines, the site of the station, , sewerage, cable electrical supply network, technical security equipment, electric and chemical protection gear, communications lines and alarm system), located in the Leningrad Region, Vsevolzhsky District, for a term of not more than 12 months, and OAO Gazprom will make payments for the use of the property for up to 25.7 million Rubles   Management   For   For   For
  8.109    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye (“Licensee”), pursuant to which OAO Gazprom will grant the Licensees an ordinary (non-exclusive) license to use its trademarks [Gazprom], “Gazprom” and , as registered in the State Register of Trade Marks and Service Marks of the Russian Federation (certificates of trademarks (service marks) No. 228275 of November 19, 2002, No. 228276 of November 19, 2002, and No. 220181 of September 3, 2002), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay license fees to OAO Gazprom in the form of quarterly payments for the right to use each of OAO Gazprom’s foregoing trademarks with respect to each transaction in an amount not exceeding 300 times the minimum statutory wage established by the effective legislation of the Russian Federation as on the execution date of the respective transfer and acceptance acts, plus value added tax at the rate established by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 174.168 million Rubles   Management   For   For   For
  8.110    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement between OAO Gazprom and OAO Gazprom Neft (the “Licensee”), pursuant to which the Licensee is entitled, subject to prior written consent from OAO Gazprom, to enter into sublicense agreements with third persons (“Sublicensees”) to use the following trademarks of OAO Gazprom: as registered in the blue, and white color /color combination in the State Register of Trade Marks and Service Marks of the Russian Federation, (certificates of trademarks (service marks) No. 441154 of July 18, 2011, No. 441095 of July 15, 2011, No. 441094 of July 15, 2011, and No. 441175 of July 18, 2011), on goods and on the labels or packaging of goods which are produced, offered for sale, sold, or displayed at exhibitions or fairs, or otherwise introduced into civil turnover in the territory of the Russian Federation, or are stored or transported for such purposes, or are brought into the territory of the Russian Federation, or during the performance of work or the provision of services, including the development of oil and gas fields and the construction of oil and gas pipelines, on covering, business, or other documentation, including, but not limited to, that related to introduction of goods into civil turnover, or in offers to sell goods, perform work, or provide services, or in announcements or advertisements, or in connection with charitable or sponsored events, or in printed publications, or on official letterheads, or on signs, including signs on administrative buildings, industrial facilities, multi- functional refueling complexes providing accompanying types of roadside service, shops, car washing stations, cafes, car service / tire fitting businesses, and recreational services centers, or on transportation vehicles, or on clothes or individual protective gear, or on the Licensee’s corporate seals, or in the Internet, or in the Licensee’s trade names, as well as with the right - subject to prior written consent from OAO Gazprom - to enter into sublicense agreements with third persons (“Sublicensees”) to use the foregoing trademarks subject to the rights and ways to use the same, which are available to the Licensee under the respective license agreement, and the Licensee will pay a license fee up to an aggregate maximum amount of 566.4 million Rubles   Management   For   For   For


  8.111   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Vostokgazprom, pursuant to which OAO Gazprom will grant OAO Vostokgazprom temporary possession and use of an M-468R special-purpose communications installation for a period not exceeding 12 months, and OAO Vostokgazprom will make payment for using such property up to a maximum amount of 274,000 Rubles   Management   For   For   For
  8.112   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and Societe General, whereby OAO Gazprom assumes an obligation to Societe Generale to secure the performance by OOO Gazprom export of its obligations under a direct contract in connection with the agreement for transportation of gas between Nord Stream AG and OOO Gazprom export, entered into between OOO Gazprom export, Nord Stream AG and Societe Generale (hereinafter, Transportation Direct Contract) including obligations to pay a termination fee in accordance with the terms of the Transportation Direct Contract, for a total amount of up to 12.094 billion Euros   Management   For   For   For
  8.113   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” regarding receipt by OAO Gazprom of funds with a maximum amount of 6 billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For


  8.114   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 140 billion cubic meters and OAO NOVATEK will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 224 billion Rubles   Management   For   For   None
  8.115   Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will deliver, and OOO Gazprom Mezhregiongaz will accept (take off), gas in an aggregate maximum amount of 305 billion cubic meters (subject to applicable monthly delivery deadlines) with an aggregate maximum amount of 1.240 trillion Rubles   Management   For   For   None
           
  CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE EL-ECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING.-PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED. PLEASE CON-TACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT FOR RESOLUTION 9, 11 DIRECTORS WILL BE ELECTED OUT OF THE 12-CANDIDATES..   Non-Voting       None
    Comments-Non Voting Agenda Item
  9.1   Elect the following person to the Board of Directors of OAO “Gazprom”: Andrei Igorevich Akimov   Management   Abstain   Against   None
  9.2   Elect the following person to the Board of Directors of OAO “Gazprom”: Farit Rafikovich Gazizullin   Management   Abstain   Against   None
  9.3   Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Alekseevich Zubkov   Management   Abstain   Against   None
  9.4   Elect the following person to the Board of Directors of OAO “Gazprom”: Elena Evgenievna Karpel   Management   Abstain   Against   None
  9.5   Elect the following person to the Board of Directors of OAO “Gazprom”: Timur Kulibaev   Management   Abstain   Against   None
  9.6   Elect the following person to the Board of Directors of OAO “Gazprom”: Vitaly Anatolyevich Markelov   Management   Abstain   Against   None
  9.7   Elect the following person to the Board of Directors of OAO “Gazprom”: Viktor Georgievich Martynov   Management   Abstain   Against   None
  9.8   Elect the following person to the Board of Directors of OAO “Gazprom”: Vladimir Alexandrovich Mau   Management   Abstain   Against   None
  9.9   Elect the following person to the Board of Directors of OAO “Gazprom”: Aleksey Borisovich Miller   Management   Abstain   Against   None
  9.10   Elect the following person to the Board of Directors of OAO “Gazprom”: Valery Abramovich Musin   Management   For   For   None
  9.11   Elect the following person to the Board of Directors of OAO “Gazprom”: Mikhail Leonidovich Sereda   Management   Abstain   Against   None
  9.12   Elect the following person to the Board of Directors of OAO “Gazprom”: Igor Khanukovich Yusufov   Management   Abstain   Against   None
  CMMT   PLEASE NOTE THAT ALTHOUGH THERE ARE 11 CANDIDATES TO BE ELECTED AS AUDIT COMMI-SSION MEMBERS, THERE ARE ONLY 9 VACANCIES AVAILABLE TO BE FILLED AT THE MEETIN-G. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHO-OSE, YOU ARE REQUIRED TO VOTE FOR ONLY 9 OF THE 11 AUDIT COMMISSION MEMBERS. T-HANK YOU.   Non-Voting       None
    Comments-Non Voting Agenda Item
  10.1   Elect the following person to the Audit Commission of OAO “Gazprom”: Dmitry Aleksandrovich Arkhipov   Management       None
  10.2   Elect the following person to the Audit Commission of OAO “Gazprom”: Andrei Viktorovich Belobrov   Management   For   For   None


  10.3   Elect the following person to the Audit Commission of OAO “Gazprom”: Vadim Kasymovich Bikulov   Management   For   For   None
  10.4   Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksey Borisovich Mironov   Management   For   For   None
  10.5   Elect the following person to the Audit Commission of OAO “Gazprom”: Lidiya Vasilievna Morozova   Management   For   For   None
  10.6   Elect the following person to the Audit Commission of OAO “Gazprom”: Anna Borisovna Nesterova   Management   For   For   None
  10.7   Elect the following person to the Audit Commission of OAO “Gazprom”: Georgy Avtandilovich Nozadze   Management   For   For   None
  10.8   Elect the following person to the Audit Commission of OAO “Gazprom”: Yury Stanislavovich Nosov   Management       None
  10.9   Elect the following person to the Audit Commission of OAO “Gazprom”: Karen Iosifovich Oganyan   Management   For   For   None
  10.10   Elect the following person to the Audit Commission of OAO “Gazprom”: Maria Gennadievna Tikhonova   Management   For   For   None
  10.11   Elect the following person to the Audit Commission of OAO “Gazprom”: Aleksandr Sergeyevich Yugov   Management   For   For   None
  CMMT   REMINDER PLEASE NOTE IN ORDER TO VOTE ON THE FULL MEETING AGENDA YOU MUST ALSO-VOTE ON MEETING ID 999132 WHICH CONTAINS RESOLUTIONS 1 TO 8.71.   Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT.IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y-OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
    Comments-Non Voting Agenda Item
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

HET01

  INSTITUTIONAL EMERGING MKTS  

1000-4

 

NORTHERN

TRUST

 

186,000

    15-Jun-2012   18-Jun-2012
    GAZPROM OAO, MOSCOW
  Security   368287207    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   US3682872078    Agenda   703926519 - Management
  Record Date   10-May-2012    Holding Recon Date   10-May-2012
  City / Country   TBD / Russian Federation    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   2016629 - 5140989 - 5259528 - B54DNZ5    Quick Code  
    Item   Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [148 RESOLUTIONS] FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING ID 999132 [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT- IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEET-ING YOU MUST VOTE ON BOTH THE MEETINGS.   Non-Voting       None
    Comments-Non Voting Agenda Item
  1   Approve the Annual Report of OAO Gazprom for 2011   Management   For   For   For
  2   Approve the annual accounting statements, including the profit and loss report of the Company based on the results of 2011   Management   For   For   For
  3   Approve the distribution of profit of the Company based on the results of 2011   Management   For   For   For
  4   Approve the amount of, time for and form of payment of annual dividends on the Company’s shares that have been recommended by the Board of Directors of the Company   Management   For   For   For
  5   Approve Closed Joint Stock Company PricewaterhouseCoopers Audit as the Company’s auditor   Management   For   For   For
  6   Pay remuneration to members of the Board of Directors in the amounts recommended by the Board of Directors of the Company   Management   Against   Against   Against
    Comments-Fees are excessive
  7   Pay remuneration to members of the Audit Commission in the amounts recommended by the Board of Directors of the Company   Management   For   For   For


  8.1    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding receipt by OAO Gazprom of funds with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.2    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Bank VTB regarding receipt by OAO Gazprom of funds with a maximum amount of one billion U.S. Dollars or its equivalent in Rubles or Euros, for a term not exceeding five years, with interest for using the loans to be paid at a rate not exceeding 12% per annum in the case of loans in U.S. Dollars / Euros and at a rate not exceeding the Bank of Russia’s refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in Rubles   Management   For   For   For
  8.3    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.4    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and Sberbank of Russia, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 60 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For


  8.5    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Bank VTB, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 30 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the loans in Rubles, or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to a period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.6    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under Loan Facility Agreement No. ID00117/9 dated July 16, 2009 between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 100 million U.S. Dollars, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the London Interbank Offered Rate (LIBOR) established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.7    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO BANK ROSSIYA, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 10 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.8    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which Gazprombank (Open Joint Stock Company) will accept and credit, upon the terms and conditions announced by it, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts, acting upon OAO Gazprom’s instructions, as well as agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company) regarding maintenance in the account of a non- reducible balance with a maximum amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, with interest to be paid by the bank at a rate not lower than 0.1% per annum in the relevant currency   Management   For   For   For


  8.9    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will accept and credit, upon the terms and conditions announced by the banks, funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts acting upon OAO Gazprom’s instructions   Management   For   For   For
  8.10    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Sberbank of Russia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and OAO Bank Rosselkhozbank, pursuant to which the banks will provide services to OAO Gazprom making use of electronic payments system of the respective bank, including receipt from OAO Gazprom of electronic payment documents for executing payment operations through the accounts, provision of electronic statements of accounts and conduct of other electronic document processing, and OAO Gazprom will make payment for the services provided at the tariffs of the respective bank effective at the time of the provision of the services   Management   For   For   For
  8.11    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and Gazprombank (Open Joint Stock Company), to be entered into under General Agreement on the Conduct of Conversion Operations No. 3446 between OAO Gazprom and the bank dated September 12, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.12    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Foreign currency purchase/sale transactions between OAO Gazprom and OAO Bank VTB to be entered into under General Agreement on the Conduct of Conversion Operations No. 1 between OAO Gazprom and the bank dated July 26, 2006, with a maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction   Management   For   For   For
  8.13    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes - in the event that any harm is caused to the life or health of OAO Gazprom’s employees (“insured persons”) as a result of an accident that occurs during the insured period or a disease having been diagnosed during the effective period of the respective agreements (“insured events”), to make an insurance payment to the insured person or to the person designated by him (her) as his (her) beneficiary or to the heirs of the insured person (beneficiaries), up to an aggregate insurance amount of 680 billion Rubles, while OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 60 million Rubles, with each agreement having a term of one year   Management   For   For   For


  8.14    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and OAO Bank VTB and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.15    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreement for deposit transactions procedure between OAO Gazprom and Gazprombank (Open Joint Stock Company) and deposit transactions between OAO Gazprom and the bank to be entered into in accordance therewith, for the amount not exceeding 30 billion Rubles or its equivalent in a foreign currency for each transaction, at the rate not less than the product of 0.8 and the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate) for the relevant period for Ruble-denominated transaction, or the product of 0.8 and the London Interbank Offered Rate (LIBOR) for the relevant period for transactions denominated in a foreign currency   Management   For   For   For
  8.16    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities in connection with the subsidiary companies challenging such tax authorities’ claims in court, with an aggregate maximum amount equivalent to 500 million U.S. Dollars and for a period not exceeding 14 months   Management   For   For   For
  8.17    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their obligations to Gazprombank (Open Joint Stock Company) with respect to the bank’s guarantees issued to the Russian Federation’s tax authorities to secure obligations of the above-mentioned companies to pay excise taxes in connection with exports of excisable oil products and eventual penalties, with a maximum amount of 1.8 billion Rubles and for a period not exceeding 18 months   Management   For   For   For
  8.18    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz whereby OAO Gazprom grants to OAO Beltransgaz temporary possession of Yamal- Europe trunk gas pipeline facilities and the relevant machinery located in the Republic of Belarus, for a term of not more than 3 years, and OAO Beltransgaz makes payments for the use of property in the amount not exceeding 270 million U.S. Dollars   Management   For   For   For


  8.19    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OAO Gazprom will grant OOO Gazpromtrans temporary possession and use of the infrastructure facilities of the railway stations of the Surgutskiy Condensate Stabilization Plant, of the Sernaya railway station and of the Tvyordaya Sera railway station, the facilities of the railway station situated in the town of Slavyansk-na-Kubani, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazpromtrans Level (ERP)” and “Registration and Analysis of Data on Non-Core Assets (RADA) within the OAO Gazprom System at OOO Gazpromtrans Level” for a period not exceeding 12 months, and OOO Gazpromtrans will make payment for using such property up to a maximum amount of 200 million Rubles   Management   For   For   For
  8.20    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and DOAO Tsentrenergogaz of OAO Gazprom, pursuant to which OAO Gazprom will grant DOAO Tsentrenergogaz of OAO Gazprom temporary possession and use of the building and equipment of the repair and machining shop at the home base of the oil and gas production department for the Zapolyarnoye gas-oil- condensate field, situated in the Yamalo- Nenetskiy Autonomous Area, Tazovskiy District, township of Novozapolyarnyi, and the building and equipment of the repair and machining shop at the Southern Regional Repair Base, situated in the Stavropolskiy Province, town of Izobilnyi, for a period not exceeding 12 months, and DOAO Tsentrenergogaz of OAO Gazprom will make payment for using such property up to a maximum amount of 113.2 million Rubles   Management   For   For   For
  8.21    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Gazprom will grant OAO Tsentrgaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Tsentrgaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Tsentrgaz Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OAO Tsentrgaz Level” and “Electronic Archive Module at OAO Tsentrgaz Level” for a period not exceeding 12 months, and OAO Tsentrgaz will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.22    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Promgaz, pursuant to which OAO Gazprom will grant OAO Gazprom Promgaz temporary possession and use of experimental prototypes of gas-using equipment (self-contained modular boiler installation, recuperative air heater, mini- boiler unit, radiant panel heating system, U- shaped radiant tube, modularized complete full- function small-sized gas and water treatment installations for coal bed methane extraction wells, well-head equipment, borehole enlargement device, and pressure core sampler) located in the Rostov Region, town of Kamensk- Shakhtinsky, and the KemerovO Region, city of Novokuznetsk, an aerospace data processing software and equipment complex, as well as experimental model “Automated Information System “Monitoring”, an experimental model of the data collection, transmission and display station, as well as experimental models of the automatic environmental control station to be used in residential and industrial areas, for a period not exceeding 12 months, and OAO Gazprom Promgaz will make payment for using such property up to a maximum amount of 3.7 million Rubles   Management   For   For   For


  8.23    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which OAO Gazprom will grant Gazprombank (Open Joint Stock Company) temporary possession and use of the non-residential premises in a building that are situated at 31 Lenina Street, Yugorsk, Tyumen Region and are used to house a branch of Gazprombank (Open Joint Stock Company), with a total floor space of 1,600 square meters, and the plot of land occupied by the building and required for the use of that building, with an area of 3,371 square meters, for a period not exceeding 12 months, and Gazprombank (Open Joint Stock Company) will make payment for using such property up to a maximum amount of 2 million Rubles   Management   For   For   For
  8.24    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neftekhim Salavat, pursuant to which OAO Gazprom will grant OAO Gazprom Neftekhim Salavat temporary possession and use of the gas condensate pipeline running from the Karachaganakskoye gas condensate field to the Orenburg Gas Refinery for a period not exceeding 12 months, and OAO Gazprom Neftekhim Salavat will make payment for using such property up to a maximum amount of 240,000 Rubles   Management   For   For   For
  8.25    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Transactions between OAO Gazprom and OAO Rosselkhozbank, to be entered into under a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds with a maximum amount of 50 billion Rubles, or its equivalent in U.S. Dollars or Euros, for a term not exceeding 90 calendar days, with interest for using the loans to be paid at a rate not exceeding the reference offered rate for Ruble loans (deposits) in the Moscow money market (MosPrime Rate), or the London Interbank Offered Rate (LIBOR) for the loans in U.S. Dollars / Euros, established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%   Management   For   For   For
  8.26    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OAO Gazprom will grant OOO Gazprom Export temporary possession and use of the software and hardware solutions “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Export Level” and “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Export Level” for a period not exceeding 12 months, and OOO Gazprom Export will make payment for using such property up to a maximum amount of 1.5 million Rubles   Management   For   For   For


  8.27    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will grant OAO Gazprom Neft temporary possession and use of an M-468R special-purpose communications installation, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Neft Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Neft Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OAO Gazprom Neft Level” and “Electronic Archive Module at OAO Gazprom Neft Level” for a period not exceeding 12 months, and OAO Gazprom Neft will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.28    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom will grant OAO Gazprom Space Systems temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Space Systems Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OAO Gazprom Space Systems Level” and “Electronic Archive Module at OAO Gazprom Space Systems Level” for a period not exceeding 12 months, and OAO Gazprom Space Systems will make payment for using such property up to a maximum amount of 4.9 million Rubles   Management   For   For   For
  8.29    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which OAO Gazprom will grant ZAO Yamalgazinvest temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Yamalgazinvest Level (ERP)” and “Electronic Archive Module at ZAO Yamalgazinvest Level” for a period not exceeding 12 months, and ZAO Yamalgazinvest will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For
  8.30    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which OAO Gazprom will grant ZAO Gazprom Invest Yug temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gazprom Invest Yug Level (ERP)” and “Electronic Archive Module at ZAO Gazprom Invest Yug Level” for a period not exceeding 12 months, and ZAO Gazprom Invest Yug will make payment for using such property up to a maximum amount of 4.1 million Rubles   Management   For   For   For
  8.31    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will grant OOO Gazprom Mezhregiongaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Mezhregiongaz Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Mezhregiongaz Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Mezhregiongaz Level” and “Electronic Archive Module at OOO Gazprom Mezhregiongaz Level” for a period not exceeding 12 months, and OOO Gazprom Mezhregiongaz will make payment for using such property up to a maximum amount of 4 million Rubles   Management   For   For   For


  8.32    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsiya, pursuant to which OAO Gazprom will grant OOO Gazprom Komplektatsiya temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Komplektatsiya Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Komplektatsiya Level”, “System of Reporting and Analysis of Information on Non- Core Assets within OAO Gazprom System (RAINCA) at OOO Gazprom Komplektatsiya Level” and “Electronic Archive Module at OOO Gazprom Komplektatsiya Level” for a period not exceeding 12 months, and OAO Gazprom Komplektatsiya will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.33    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OAO Gazprom will grant OOO Gazprom Tsentrremont temporary possession and use of the software and hardware complexes “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Tsentrremont Level (ERP)”, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) at OOO Gazprom Tsentrremont Level”, and “Electronic Archive Module at OOO Gazprom Tsentrremont Level” for a period not exceeding 12 months, and OOO Gazprom Tsentrremont will make payment for using such property up to a maximum amount of 5 million Rubles   Management   For   For   For
  8.34    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which OAO Gazprom will grant ZAO Gazprom telecom temporary possession and use of communications facilities comprised of buildings, communications lines, communications networks, cable duct systems and equipment, which are located in the city of Moscow, the city of Saint Petersburg, the city of Maloyaroslavets, the city of Rostov-on-Don, the city of Kaliningrad, the Moscow Region and the Smolensk Region of the Russian Federation, and in the territory of the Republic of Belarus, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gaztelecom Level (ERP)” and “Electronic Archive Module at ZAO Gaztelecom Level” for a period not exceeding 12 months, and ZAO Gaztelecom will make payment for using such property up to a maximum amount of 389 million Rubles   Management   For   For   For
  8.35    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: An agreement between OAO Gazprom and OAO Gazprom Promgaz, whereby OAO Gazprom Promgaz undertakes to provide services to OAO Gazprom in respect of the development of the schedule of events to transition to the operation of gas distribution systems on the basis of their actual technical condition, within 18 months from the date of execution, and OAO Gazprom will make payments for such services up to a maximum amount of 9.7 mln Rubles   Management   For   For   For


  8.36    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Gazoraspredeleniye, pursuant to which OAO Gazprom will grant OAO Gazprom Gazoraspredeleniye temporary possession and use of the property complex of a gas-distribution system comprised of facilities intended for the transportation and feeding of gas directly to consumers (gas pipeline branches, distribution gas pipelines, inter-township and intra-street gas pipelines, high-, medium-, and low-pressure gas pipelines, gas control units, and buildings), and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazpromregiongaz Level (ERP) “, “OAO Gazprom Long-Term Investments Reporting and Analysis System (LTIAA) (Second Phase) at OAO Gazpromregiongaz Level”, and “Electronic Archive Module at OAO Gazpromregiongaz Level” for a period not exceeding 12 months, and OAO Gazprom Gazoraspredeleniye will make payment for using such property up to a maximum amount of 951.3 million Rubles   Management   For   For   For
  8.37    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Druzhba, pursuant to which OAO Gazprom will grant OAO Druzhba temporary possession and use of the facilities of Druzhba vacation center (hotels, effluent treatment facilities, transformer substations, entrance checkpoints, cottages, utility networks, metal fences, parking areas, ponds, roads, pedestrian crossings, sites, sewage pumping station, sports center, roofed ground-level arcade, servicing station, diesel- generator station, boiler house extension, storage facility, Fisherman’s Lodge, garage, garage with administrative and amenity building, stela, as well as service machinery, equipment, furniture and accessories) situated in the Moscow Region, Naro-Fominsk District, village of Rogozinino, for a period not exceeding 5 years, and OAO Druzhba will make payment for using such property up to a maximum amount of 1816.5 million Rubles   Management   For   For   For
  8.38    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Investproekt, whereby OOO Gazprom Investproekt undertakes to provide to OAO Gazprom research, analytical, consulting, organizational, and management services in the sphere of organizational and contractual structuring of projects, arrangement of borrowings, supervision of target application, and timely commissioning of sites as part of various investment projects, acting in the interests of OAO Gazprom, within 5 years from the date of execution, and OAO Gazprom will make payments for the services for up to 2.500 million Rubles   Management   For   For   For
  8.39    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Export, pursuant to which OOO Gazprom Export undertakes, acting upon OAO Gazprom’s instructions and for a total fee not exceeding 300 million Rubles, in its own name, but for OAO Gazprom’s account, to accept commercial products owned by OAO Gazprom, including crude oil, gas condensate, sulphur and refined products (gasoline, liquefied gases, diesel oil, fuel oil etc.) and sell them in the market outside the territory of the Russian Federation, in the amount not exceeding 6.5 million tons for the sum not exceeding 71 billion Rubles   Management   For   For   For


  8.40    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Northgas, pursuant to which ZAO Northgas will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 70 million cubic meters, deliverable on a monthly basis, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 102 million Rubles   Management   For   For   For
  8.41    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Severneftegazprom, pursuant to which OAO Severneftegazprom will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 30 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 48.6 billion Rubles   Management   For   For   For
  8.42    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO NOVATEK will deliver, and OAO Gazprom will accept (take off), gas in the amount not exceeding 40 billion cubic meters, and OAO Gazprom will make payment for the gas up to an aggregate maximum amount of 81.1 billion Rubles   Management   For   For   For
  8.43    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 4 billion cubic meters across the territory of the Russian Federation and the Republic of Kazakhstan, and OOO Gazprom Mezhregiongaz will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 7.8 billion Rubles   Management   For   For   For
  8.44    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tomskgazprom, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 3.5 billion cubic meters, and OAO Tomskgazprom will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 2 billion Rubles   Management   For   For   For
  8.45    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount not exceeding 7 billion cubic meters and OAO Gazprom Neft will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 6.3 billion Rubles   Management   For   For   For


  8.46    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom will provide services related to arranging for the injection of gas owned by OAO NOVATEK into underground gas storage facilities and its storage in such facilities in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for gas injection and storage up to an aggregate maximum amount of 10.75 billion Rubles, as well as OAO Gazprom will provide services related to arranging for the off-taking from underground gas storage facilities of the gas owned by OAO NOVATEK in the amount not exceeding 12.75 billion cubic meters, and OAO NOVATEK will make payment for the services related to arranging for the off-taking of gas up to an aggregate maximum amount of 614.06 million Rubles   Management   For   For   For
  8.47    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and Gazprombank (Open Joint Stock Company), pursuant to which the bank will provide guarantees to the customs authorities of the Russian Federation in regard to the obligations of OAO Gazprom as a customs broker (representative) to the extent concerning the payment of customs duties and eventual interest and penalties up to a maximum amount of 1 million Euros, with a fee due to the bank at a rate not exceeding 1% per annum of the amount of the guarantee   Management   For   For   For
  8.48    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Mezhregiongaz, pursuant to which OAO Gazprom undertakes, acting on behalf of OOO Gazprom Mezhregiongaz and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OOO Gazprom Mezhregiongaz undertakes to pay for such services in the amount not exceeding 3,000 Rubles per cargo customs declaration, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, up to an aggregate maximum amount of 170,000 Rubles   Management   For   For   For
  8.49    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO NOVATEK and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO NOVATEK undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 42.7 million Rubles   Management   For   For   For
  8.50    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Neft, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO Gazprom Neft and upon its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO Gazprom Neft undertakes to pay for such services in the amount not exceeding 1.58 Rubles per thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, up to an aggregate maximum amount of 960,000 Rubles   Management   For   For   For


  8.51    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Kaunas Heat- Electric Generating Plant whereby OAO Gazprom will sell, and ZAO Kaunas Heat-Electric Generating Plant will buy in 2013 not less than 410 million cubic meters of gas, for a total of up to 185 million Euros   Management   For   For   None
  8.52    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and a/s Latvijas Gaze, pursuant to which OAO Gazprom will sell, and a/s Latvijas Gaze will purchase, gas in the amount not exceeding 1.5 billion cubic meters for an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which a/s Latvijas Gaze will provide services related to injection into and storage in the Incukalna underground gas storage facility of gas owned by OAO Gazprom, and related to its off-taking and transportation across the territory of the Republic of Latvia in 2013 in the following amounts: services related to the injection of gas into storage facility and services related to storage of gas and its off- taking-in the amount not exceeding 900 million cubic meters, and services related to the transportation of gas-in the amount not exceeding 1.8 billion cubic meters, and OAO Gazprom will make payment for such services up to an aggregate maximum amount of 22.1 million Euros   Management   For   For   None
  8.53    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AB Lietuvos Dujos, pursuant to which OAO Gazprom will sell, and AB Lietuvos Dujos will purchase, gas in the amount not exceeding 1.5 billion cubic meters with an aggregate maximum amount of 675 million Euros in 2013 and pursuant to which AB Lietuvos Dujos will provide services related to the transportation of gas in transport mode across the territory of the Republic of Lithuania in the amount not exceeding 2.5 billion cubic meters in 2013 and OAO Gazprom will make payment for the gas transportation services up to an aggregate maximum amount of 12.35 million Euros   Management   For   For   None
  8.54    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and AO Moldovagaz, pursuant to which OAO Gazprom will sell and AO Moldovagaz will purchase gas in the amount not exceeding 10.4 billion cubic meters for an aggregate maximum amount of 3.9 billion U.S. Dollars in 2012 - 2014 and pursuant to which AO Moldovagaz will provide services related to the transportation of gas in transport mode across the territory of the Republic of Moldova in the amount not exceeding 70 billion cubic meters in 2012 - 2014, and OAO Gazprom will make payment for services related to the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 172 million U.S. Dollars   Management   For   For   None


  8.55    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and KazRosGaz LLP, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of 8 billion cubic meters of gas in 2013, and KazRosGaz LLP will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 40 million U.S. Dollars   Management   For   For   None
  8.56    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Beltransgaz, pursuant to which OAO Gazprom sells, and OAO Beltransgaz buys, gas in 2013 in the amount not exceeding 23 billion cubic meters with an aggregate maximum amount of 4.1 billion U.S. Dollars and pursuant to which OAO Beltransgaz in 2013 will provide gas-transportation services in the transit mode in the territory of the Republic of Belarus in an aggregate maximum amount of 60 billion cubic meters, while OAO Gazprom will make payment for such services of transporting gas by trunk gas pipelines up to an aggregate maximum amount of 570 million U.S. Dollars   Management   For   For   None
  8.57    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and GAZPROM Germania GmbH, pursuant to which OAO Gazprom will provide services related to arranging for the transportation of natural gas owned by GAZPROM Germania GmbH across the territory of the Republic of Kazakhstan, the Republic of Uzbekistan, the Russian Federation, and the Republic of Belarus in the amount not exceeding 2 billion cubic meters, and GAZPROM Germania GmbH will make payment for the services related to arranging for the transportation of gas via trunk gas pipelines up to an aggregate maximum amount of 55 million U.S. Dollars   Management   For   For   None
  8.58    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.24 billion Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.59    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 5.66 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” startup and commissioning work   Management   For   For   None


  8.60    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, acting upon OAO Gazprom’s instructions and for a fee with an aggregate maximum amount of 1.06 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.61    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, acting upon OAO Gazprom’s instructions, for a fee with an aggregate maximum amount of 7.41 million Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2012-2013 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment project implementation contracts, in the “under-load” mode as well as other work, required for the performance of “under-load” start-up and commissioning work   Management   For   For   None
  8.62    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom Space Systems undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to the implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 170 thousand Rubles   Management   For   For   None
  8.63    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom telecom, pursuant to which ZAO Gazprom telecom undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 130 thousand Rubles   Management   For   For   None
  8.64    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 4,109.9 million Rubles   Management   For   For   None


  8.65    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to maximum amount of 320.53 million Rubles   Management   For   For   None
  8.66    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Master Agreement on conversion forward and swap transactions between OAO Gazprom and OAO Bank VTB, as well as currency forward and swap transactions between OAO Gazprom and OAO Bank VTB entered into under the Master Agreement, up to the maximum amount of 300 million US Dollars or its equivalent in Rubles, Euro or any other currency for each transaction   Management   For   For   None
  8.67    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Deposit transactions procedure agreement between OAO Gazprom and OAO Rosselkhozbank as well as deposit transactions between OAO Gazprom and OAO Rosselkhozbank thereunder, up to the maximum amount of 30 billion Rubles or its equivalent in any other currency for each transaction, at the rate of at least the product of 0.8 and the reference offer rate for loans (deposits) in Rubles in the Moscow money market (MosPrime Rate) for the relevant maturity, for transactions in Rubles, or the product of 0.8 and LIBOR for the relevant maturity, for transactions in a foreign currency   Management   For   For   None
  8.68    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 777.15 million Rubles   Management   For   For   None
  8.69    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO Tsentrgaz, pursuant to which OAO Tsentrgaz undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services up to a maximum amount of 500 thousand Rubles   Management   For   For   None


  8.70    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OOO Gazprom Komplektatsia, pursuant to which OOO Gazprom Komplektatsia undertakes, during the period between July 1, 2012 and December 31, 2013, acting upon OAO Gazprom’s instructions, for a total fee not exceeding 150 million Rubles, in its own name, but for the account of OAO Gazprom, to provide services related to supplies of well- repair equipment for the specialized subsidiaries of OAO Gazprom   Management   For   For   None
  8.71    Approve, in accordance with Chapter XI of the Federal Law “On Joint Stock Companies” and Chapter IX of the Charter of OAO Gazprom, the following interested-party transaction that may be entered into by OAO Gazprom in the future in the ordinary course of business: Agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO SOGAZ undertakes, in the event of loss or destruction of, or damage to, including deformation of the original geometrical dimensions of the structures or individual elements of, machinery or equipment; linear portions, technological equipment and fixtures of trunk gas pipelines, petroleum pipelines or refined product pipelines; property forming part of wells; natural gas held at facilities of the Unified Gas Supply System in the course of transportation or storage in underground gas storage reservoirs (“insured property”), as well as in the event of losses incurred by OAO Gazprom as a result of an interruption in production operations due to destruction or loss of or damage to insured property (“insured events”), to make payment of insurance compensation to OAO Gazprom or OAO Gazprom’s subsidiary companies to which the insured property has been leased (beneficiaries) up to the aggregate insurance amount not exceeding 10 trillion Rubles in respect of all insured events, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium with an aggregate maximum amount of 5.5 billion Rubles, with each agreement having a term of one year   Management   For   For   None
  CMMT    PLEASE NOTE THAT THIS AGENDA IS CONTINUED ON MEETING 100215, WHICH WILL CONTAI-N RESOLUTION ITEMS 8.72 TO 10.11. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item      
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HET01  

INSTITUTIONAL

EMERGING MKTS

 

1000-4

 

NORTHERN

TRUST

  186,000     15-Jun-2012   18-Jun-2012

Harding, Loevner Funds, Inc. Frontier Emerging Markets Portfolio (204)

    STEPPE CEMENT LTD
  Security   Y8162G104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   04-Jul-2011
  ISIN   MYA004433001    Agenda   703189743 - Management
  Record Date      Holding Recon Date   30-Jun-2011
  City / Country   JALAN PERAK / Malaysia    Vote Deadline Date   27-Jun-2011
  SEDOL(s)   B0L2K37 - B0SRMR3 - B1S8TF0    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive and adopt the audited financial statements for year ended 31 December 2010   Management   For   For   None
  2.1    To re-elect Malcolm Ronald Brown as a Director who offered himself for re-election   Management   For   For   None
  2.2    To re-elect Javier Del Ser Perez as a Director who offered himself for re-election   Management   For   For   None
  2.3    To re-elect Paul Rodzianko as a Director who offered himself for re-election   Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  312,320     28-Jun-2011   29-Jun-2011
    GORENJE GOSPODINJSKI APARATI D.D., VELENJE
  Security   X3205K106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Jul-2011
  ISIN   SI0031104076    Agenda   703131704 - Management
  Record Date   01-Jul-2011    Holding Recon Date   01-Jul-2011
  City / Country   VELENJE / Slovenia    Vote Deadline Date   27-Jun-2011
  SEDOL(s)   7030721 - B28HDH4    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A MEETING-SPECIFIC POWER OF ATTORNEY-(POA) SIGNED BY THE BENEFICIAL OWNER IS REQUIRED IN ORDER TO LODGE AND-EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA MAY CAUSE-YOUR INSTRUCTIONS TO BE REJECTED. THE POASHOULD BE PRINTED ON COMPANY- LETTERHEAD AND SIGNED ACCORDING TO SIGNATORY LIST IN PLACE. THE POA MUST ALSO-BE NOTARIZED AND APOSTILLIZED. PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE FOR DETAILS. THANK YOU.   Non-Voting       None
  1    Opening, verifying quorum and appointing the working panel of the assembly   Management   No Action     None
  2    Presentation of the annual report and supervisory board report   Management   No Action     None
  3.1    Distributable profit in the amount of EUR 2,244,820.69 shall remain unallocated   Management   No Action     None
  3.2    Discharge shall be granted to the company management and supervisory board for year 2010   Management   No Action     None
  4    Share capital and amendment of the articles of association   Management   No Action     None
  5    Appointment of auditor   Management   No Action     None
  6    Discussion on and adoption of the resolution regarding the compensation and reward to the supervisory board members   Management   No Action     None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING DATE FROM 01 JUL-TO 05 JUL 2011 AND CHANGE IN RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOT-ES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGI-NAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  68,420     12-Jun-2011   12-Jun-2011
    KRKA D.D., NOVE MESTO
  Security   X4571Y100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Jul-2011
  ISIN   SI0031102120    Agenda   703113643 - Management
  Record Date   01-Jul-2011    Holding Recon Date   01-Jul-2011
  City / Country   OTOCEC OB KRKI / Slovenia    Vote Deadline Date   16-Jun-2011
  SEDOL(s)   5157235 - B28JVR6 - B3BHWZ9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 840630 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU   Non-Voting     None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A MEETING-SPECIFIC POWER OF ATTORNEY-(POA) SIGNED BY THE BENEFICIAL OWNER IS REQUIRED IN ORDER TO LODGE AND EXECUTE-YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR INST-RUCTIONS TO BE REJECTED. THE POASHOULD BE PRINTED ON COMPANY LETTERHEAD AND SI-GNED ACCORDING TO SIGNATORY LIST IN PLACE. THE POA MUST ALSO BE NOTARIZED AND-APOSTILLIZED. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR DETAILS. T-HANK YOU   Non-Voting     None
  1    Opening of the general meeting and election of working bodies   Management   No Action   None
  2.1    Presentation of annual report, auditor’s report and supervisory board’s report   Management   No Action   None
  2.2A    Adoption of the resolution on the use of the accumulated profit: to dividends (EUR 1.40 per share) EUR 47,119,511.60. To other profit reserves EUR 60,912,727.79. To carry forward to the next year EUR 60,912,727.79   Management   No Action   None
  2.2B    The accumulated profit for 2010 in the amount of EUR 168944967.18 is allocated as follows: to dividend (1.60 gross per share) EUR 53824457.60, to other profit reserves EUR 57560254.79, to carry forward to the next year EUR 57560254.79   Management   No Action   None
  2.3    Discharge of liability for the management and supervisory boards   Management   No Action   None
  3    Discussion and adoption of the resolution on the supervisory board members remuneration   Management   No Action   None
  4    The 14th GM resolution on the authorisation for the acquisition of own shares is nullified and is substituted with new resolution   Management   No Action   None
  5    Resolution on appointment of auditor   Management   No Action   None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING

MKTS

 

1000-6

 

NORTHERN

TRUST

  19,360     12-Jun-2011   12-Jun-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   21-Jul-2011
  ISIN   LU0327357389    Agenda   703191596 - Management
  Record Date   19-Jul-2011    Holding Recon Date   19-Jul-2011
  City / Country   LUXEMBOURG / Luxembourg    Vote Deadline Date   04-Jul-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Granting of a new authorisation to the board of directors of the Company to issue, from time to time, up to six million nine hundred eighty three thousand five hundred and twenty-five (6 983 525) new shares without indication of nominal value, hence creating an authorised share capital, excluding the current issued share capital, of an amount of one hundred eighty four thousand four hundred and seven US Dollar (USD 184,407.-) in accordance with the provisions of article 32 of the law of 10 August 1915 regarding commercial companies, as amended. Limitation of the authorisation to a period expiring right after the closing of any public offering of the shares of the corporation, and in any case no later than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Memorial C, Recueil des Societes et Associations). Authorisation to the board of directors to issue such new shares without reserving to the existing shareholders any preferential subscription rights   Management   No Action     None
  2    Amendment of paragraphs 6 and 7 of article 5 of the articles of incorporation of the Company, which should read as follows: Article 5 (sixth paragraph) The authorised share capital, excluded the current issued share capital, is fixed at one hundred eighty four thousand four hundred and seven US Dollar (USD 184,407.-) represented by six million nine hundred eighty three thousand five hundred and twenty-five (6,983,525) shares without nominal value. (seventh paragraph) During a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of publication of such authorisation in the Memorial C, Recueil des Societes et Associations, the board of directors will be and is hereby authorised to issue shares with or without share premium and to grant options to subscribe for shares   Management   No Action     None
  3    Miscellaneous   Management   No Action     None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD DATE AND CHANGE I-N BLOCKING. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  CMMT    FOR PARTICIPATION IN THE MEETING THERE IS A REQUIREMENT TO PROVIDE TO THE COM-PANY TILL 19 JULY 2011 A CERTIFICATE OF HOLDING AS OF RECORD DATE AND FILLED-PROXY FORM MORE DETAILS ABOUT THE PARTICIPATION IN THE MEETING AND PROXY FORM-S ARE AVAILABLE AT COMPANY’S WEBSITE WWW.KERNEL.UA   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL INFORMATION.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING

MKTS

 

1000-6

 

NORTHERN

TRUST

  57,680     07-Jul-2011   07-Jul-2011
    BANK AUDI SAL-AUDI SARADAR GROUP, BEIRUT
  Security   066705302    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   25-Jul-2011
  ISIN   US0667053021    Agenda   703217693 - Management
  Record Date   08-Jul-2011    Holding Recon Date   08-Jul-2011
  City / Country   TBD / Lebanon Blocking    Vote Deadline Date   11-Jul-2011
  SEDOL(s)   5338397 - B04NMG4 - B0PB5G8 - B28Y8S1    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    The increase of the Bank’s share capital through the issuance of up to 1,326,490 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options in 2011 and the determination of their issuance terms   Management       None
  2    The listing of such newly-issued Common Shares on the Beirut Stock Exchange   Management       None
  3    The amendment of the Bank’s By-Laws, in particular Articles 6 and 8, to reflect the actions described in items 1 and 2 above   Management       None
  4    The submission of the actions described in items 1-3 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council; and   Management       None
  5    The granting of the necessary powers to the Chairman of the Board of Directors, acting singly, for the implementation of the actions approved by the General Meeting   Management       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING

MKTS

 

1000-6

 

NORTHERN

TRUST

  113,090      
    ECOPETROL S A       

 

 

 

  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   03-Aug-2011
  ISIN   US2791581091    Agenda   933492263 - Management
  Record Date   11-Jul-2011    Holding Recon Date   11-Jul-2011
  City / Country                        / United States    Vote Deadline Date   29-Jul-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05    APPOINTMENT OF THE PRESIDENT FOR THE MEETING   Management   For   Against   For
  06    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  07    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For
  08    ELECTION OF THE BOARD OF DIRECTORS (ORIGINATED IN THE EIGHTH POSITION’S VACANCY, WHICH CORRESPONDS TO THE DIRECTOR NOMINATED BY THE DEPARTMENTS THAT PRODUCE HYDROCARBONS EXPLOITED BY ECOPETROL)   Management   For   Against   For
 

Account

Number

 

Account  Name

 

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  1765024   HLF - Frontier EM  

1000-6

 

NORTHERN

TRUST

COMPANY

 

26,400

    01-Aug-2011   01-Aug-2011
    EXPLORATION PRODUCTION KAZMUNAYGAS JSC, ASTANA
  Security   48666V204    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   16-Aug-2011
  ISIN   US48666V2043    Agenda   703253803 - Management
  Record Date   05-Jul-2011    Holding Recon Date   05-Jul-2011
  City / Country   TBD / Kazakhstan    Vote Deadline Date   02-Aug-2011
  SEDOL(s)   B1FKV75 - B1FSCP4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Readjustment of the Company through merger of NBK LLP into the Company   Management   For   For   None
  2    Approval of Transfer Deed between KazMunaiGas Exploration Production JSC and NBK LLP   Management   For   For   None
  3    Approval of Deed of Merger between KazMunaiGas Exploration Production JSC and NBK LLP   Management   For   For   None
  4    Approval of amendments to Company Charter   Management   For   For   None
  5    To terminate powers of Rustam Terekhov, member of the current counting commission and appoint a new member of the current counting commission Yerden Raimbekov for the term of office of the Company’s current counting commission; to extend the term of office of the current counting commission of the Company from October 3, 2011 to October 3, 2014   Management   For   For   None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     PLEASE NOTE THAT TO COMPLY WITH REGULATIONS IN KAZAKHSTAN, THE IDENTITY OF THE-BENEFICIAL SHAREHOLDER(S) MUST BE DISCLOSED FOR THIS MEETING. BY PARTICIPATIN-G IN THIS EVENT YOU AUTHORISE BROADRIDGE TO DISCLOSE THIS INFORMATION. THANK Y- OU.   Non-Voting       None


 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   44,150     01-Aug-2011   02-Aug-2011
    DOUJA PROMOTION GROUPE ADDOHA MAROC, CASABLANCA
  Security   V3077W107    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-Aug-2011
  ISIN   MA0000011512    Agenda   703262458 - Management
  Record Date      Holding Recon Date   25-Aug-2011
  City / Country   CASABLANCA         / Morocco        Blocking    Vote Deadline Date   15-Aug-2011
  SEDOL(s)   B18R0L0    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    The EGM authorize the buy-back program of Douja Promotion Groupe Addoha with view of adjusting the subject securities market price. The main characteristics of this program are as follows: maximum quantity of shares 3,150,000 shares i.e. 1 of the capital maximum amount of the buy back program MAD 504,000,000 program’s period 18 months transaction’s calendar from 7 September 2011 to 6 March 2013 intervention price minimum sell price per share MAD 100 maximum purchase price per share MAD 160   Management       None
  2    The EGM gives full power to the holder of a copy or a certified true copy of the general meeting’s minute in order to perform the formalities set by the law   Management       None
     IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   44,588      
    SAFARICOM LIMITED
  Security   V74587102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   08-Sep-2011
  ISIN   KE1000001402    Agenda   703301541 - Management
  Record Date      Holding Recon Date   06-Sep-2011
  City / Country   NAIROBI                     / Kenya    Vote Deadline Date   25-Aug-2011
  SEDOL(s)   B2QN3J6    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Receive financial statements    Management   For   For   None
  2   Approve first and final dividends at KSH 0.20 per share    Management   For   For   None
  3   Mrs. Susan Mudhune retires and offers herself for re-election    Management   For   For   None
  4   Pwc continues to be the auditors    Management   For   For   None
  5   Any other business    Management   For   Against   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   39,339,400     24-Aug-2011   25-Aug-2011
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   20-Sep-2011
  ISIN   US7182526043    Agenda   933499938 - Management
  Record Date   21-Jul-2011    Holding Recon Date   21-Jul-2011
  City / Country                                        / United States    Vote Deadline Date   09-Sep-2011
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01   APPROVAL OF AMENDMENTS TO THE SEVENTH ARTICLE OF THE ARTICLES OF INCORPORATION OF THE COMPANY CONSISTING OF THE SUB-CLASSIFICATION OF THE AUTHORIZED PREFERRED CAPITAL STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.    Management       Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765024   HLF - Frontier EM  

1000-6

 

NORTHERN

TRUST

COMPANY

  33,460      
    SQUARE PHARMACEUTICALS LTD
  Security   Y8132X104    Meeting Type   Annual General Meeting


  Ticker Symbol      Meeting Date   21-Sep-2011
  ISIN   BD0473SQPH00    Agenda   703322569 - Management
  Record Date   16-Aug-2011    Holding Recon Date   16-Aug-2011
  City / Country   GAZIPUR                     / Bangladesh    Vote Deadline Date   09-Sep-2011
  SEDOL(s)   6833802    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To receive, consider and adopt the Accounts for the year ended March 31, 2011 together with the Report of the Directors and the Auditors thereon   Management   For   For   None
  2    To declare dividend for the year ended March 31, 2011   Management   For   For   None
  3    To elect Directors in terms of the relevant provision of Articles of Association   Management   For   For   None
  4    To appoint Auditors and to fix their remuneration   Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  50,583     20-Sep-2011   20-Sep-2011
    KAZAKHMYS PLC, LONDON
  Security   G5221U108    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   26-Sep-2011
  ISIN   GB00B0HZPV38    Agenda   703335477 - Management
  Record Date      Holding Recon Date   22-Sep-2011
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   19-Sep-2011
  SEDOL(s)   B0HZPV3 - B0LYS62 - B0N0QR5 - B40Z507 - B4NH652 - B4ZJ4V8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To approve the Rule 9 waiver granted by the Takeover Panel pursuant to the Buyback Authority   Management   For   For   For
  2    To approve the Rule 9 waiver granted by the Takeover Panel pursuant to the vesting of LTIP Awards   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   97,420     23-Sep-2011   23-Sep-2011
    ACCESS BANK NIGERIA PLC
  Security   V0014P104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   26-Sep-2011
  ISIN   NGACCESS0005    Agenda   703335580 - Management
  Record Date   23-Sep-2011    Holding Recon Date   23-Sep-2011
  City / Country   LAGOS                     / Nigeria    Vote Deadline Date   13-Sep-2011
  SEDOL(s)   6222808    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    That subject to any required approval from the regulatory authorities the Directors be and are hereby authorised to enter into a transaction for the acquisition by the Bank through a Special Purpose Vehicle of 75% controlling equity interest in the Authorised Share Capital of Intercontinental Bank Plc (‘the Company’) under a Private Placement   Management       None
  2    That pursuant to the implementation of the foregoing resolution and subject to any required approval from the regulatory authorities, the Directors be and are hereby authorized to take all steps as may be required for the Bank to enter into a Scheme of Merger by which the whole undertakings of the Company shall be merged with the whole undertakings of Access Bank Plc at such time the Directors may determine and upon such terms and conditions that the Shareholders may approve subsequent to a Court Ordered meeting to be convened for that purpose   Management       None
  3    That subject to any required approval from the regulatory authorities, the Directors be and are hereby authorised to utilize the sum of NGN53,471,686,658.77 standing to the credit of the Bank’s 2007 Public Offer Proceeds Account or any part there of as at the date there of for the purpose of making the investment stated in Resolution 1 above   Management       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   46,306,429      

 

    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   28-Sep-2011
  ISIN   ID1000118201    Agenda   703336506 - Management
  Record Date   12-Sep-2011    Holding Recon Date   12-Sep-2011
  City / Country   JAKARTA                     / Indonesia    Vote Deadline Date   19-Sep-2011
  SEDOL(s)      Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Appointment of the company’s board   Management   For   For   Abstain


 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   1,424,980     23-Sep-2011   23-Sep-2011
    HOME PRODUCT CENTER PUBLIC CO LTD
  Security   Y32758115    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   29-Sep-2011
  ISIN   TH0661010015    Agenda   703307517 - Management
  Record Date   06-Sep-2011    Holding Recon Date   06-Sep-2011
  City / Country   BANGKOK                     / Thailand    Vote Deadline Date   22-Sep-2011
  SEDOL(s)   6418533 - B02WS21    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
  1    To adopt the Minute of the Annual General Meeting of the Shareholders of the year 2011   Management   For   For   None
  2    To approve the allocation of the retained earning and the interim dividend payment   Management   For   For   None
  3    To consider and approve the decrease of the Company’s registered capital by way of eliminating the 601,346 ordinary shares with the par value of BAHT 1, remaining from the allocation of stock dividend per the resolution adopted from the Annual General Meeting of the Shareholders of the year 2011, and the amendment to Article 4 of the Memorandum of Association in order to be in line with the decrease of registered capital   Management   For   For   None
  4    To consider and approve the increase of registered capital to support stock dividend payment and to amend Clause 4 of the Memorandum of Association of the Company on registered capital to be in line with the increase of registered capital   Management   For   For   None
  5    To approve the increased shares allocation   Management   For   For   None
  6    Other Matters (if any)   Management   For   Against   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   5,732,681     23-Sep-2011   23-Sep-2011
    AIK BANKA A.D., NIS
  Security   X0033C108    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   11-Oct-2011
  ISIN   RSAIKBE79302    Agenda   703354720 - Management
  Record Date   11-Sep-2011    Holding Recon Date   11-Sep-2011
  City / Country   BELGRADE                     / Serbia    Vote Deadline Date   28-Sep-2011
  SEDOL(s)   B1LJDX6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Opening of the shareholders meeting and Election of working and bodies: Election of the presidency, Election of the voting verification commission, Election of the recording secretary and two minutes verifiers   Management   For   For   For
  2    Election of shareholders meeting chairperson   Management   For   For   For
  3    Approval of the meeting agenda   Management   For   For   For
  4    Approval of the voting verification commission report   Management   For   For   For
  5    Execution of the budget for the period between 01/01 and 30/06/2011 with the resolution on 2011 Budget Revision   Management   For   For   Abstain
  6    Resolution on buy-back of own shares   Management   For   For   Abstain
  7    Miscellaneous   Management   For   Against   Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   37,488     05-Oct-2011   06-Oct-2011
    ECOPETROL S A
  Security   279158109    Meeting Type   Special
  Ticker Symbol   EC    Meeting Date   12-Oct-2011
  ISIN   US2791581091    Agenda   933512293 - Management
  Record Date   22-Sep-2011    Holding Recon Date   22-Sep-2011
  City / Country                       / United States    Vote Deadline Date   10-Oct-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  04    APPROVAL OF THE AGENDA   Management   For   Against   For
  05    APPOINTMENT OF THE PRESIDENT FOR THE MEETING   Management   For   Against   For
  06    APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING   Management   For   Against   For
  07    APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING   Management   For   Against   For


  08    ELECTION OF THE BOARD OF DIRECTORS (ORIGINATED IN THE NEWLY ACQUIRED NON-INDEPENDENT QUALITY OF MR. FEDERICO RENGIFO VELEZ AND THE NINTH POSITION’S VACANCY, WHICH CORRESPONDS TO THE DIRECTOR NOMINATED BY MINORITY SHAREHOLDERS)   Management   For   Against   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765024  

HLF - Frontier EM

 

1000-6

  NORTHERN TRUST COMPANY   30,400     10-Oct-2011   10-Oct-2011
    KENYA AIRWAYS LTD
  Security   V5336U103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Oct-2011
  ISIN   KE0000000307    Agenda   703350506 - Management
  Record Date      Holding Recon Date   10-Oct-2011
  City / Country   NAIROBI                     / Kenya    Vote Deadline Date   30-Sep-2011
  SEDOL(s)   6487771 - B427FH8 - B4WYFN5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Table proxies and note presence and quorum   Management   For   For   None
  2    Read notice convening meeting   Management   For   For   None
  3    Balance sheet   Management   For   For   None
  4    Declare final dividend   Management   For   For   None
  5    Elect directors 2   Management   For   For   None
  6    Directors remuneration   Management   For   For   None
  7    Remuneration of auditors   Management   For   For   None
  8    Increase in share capital   Management   For   For   None
  9    Rights issue   Management   For   For   None
  10    Share capital structure 3   Management   For   For   None
  11    Alteration of MOA   Management   For   For   None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   848,700     28-Sep-2011   11-Oct-2011
    ORASCOM TELECOM HOLDING, CAIRO
  Security   68554W205    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   23-Oct-2011
  ISIN   US68554W2052    Agenda   703378542 - Management
  Record Date   05-Oct-2011    Holding Recon Date   05-Oct-2011
  City / Country   CAIRO                     / Egypt    Vote Deadline Date   10-Oct-2011
  SEDOL(s)   4007739 - B012D49 - B0218M8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY-FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
  1    Considering the ratification of the adjustments in the Company plan of the detailed split of assets, which was ratified by the Extraordinary General Meeting dated 14 April 2011 resolving to demerge the Company into two separate joint stock companies: Orascom Telecom Holding S.A.E. (Old Demerged Company) and Orascom Telecom Media and Technology Holding S.A.E. (New Demerged Company or OTMT). These adjustments are made in accordance with the report prepared with the knowledge of the General Authority for Investment (GAFI) in relation to the evaluation of the Company   Management   For   For   For
  2    Considering authorizing the Chairman of the Company to undertake all necessary action to modify the internal ownership structure of certain assets of the New Demerged Company set out under the plan of the detailed split of assets as ratified by the Extraordinary General Meeting dated 14 April 2011, through the transfer of the shares owned by Orascom Telecom Holding S.A.E. in each of Mobinil Telecommunications S.A.E. and Egyptian Company for Mobile Services S.A.E. to a company wholly owned by Orascom Telecom Holding S.A.E., while a Sawiris Family company will hold the majority of the voting rights in such company to preserve the continuation of the control of the Sawiris Family over such assets, as an interim measure until the completion of the demerger procedures and the split of assets, in accordance with the separation plan and in execution of the Interim Control Agreement which was ratified by the Extraordinary General Meeting dated 14 April 2011   Management   For   For   For


  3    Considering the ratification of any amendments to the Demerger Agreement, the Separation Agreement and the financial reports which were ratified by the Extraordinary General Meeting dated 14 April 2011 that may result from the adoption by the Extraordinary General Meeting of the aforementioned agenda items 1 and 2   Management   For   For   For
  4    Considering the delegation of authority to one or more board members to undertake all necessary actions and sign all agreements and documents that are required, recommended or otherwise related to the execution of any of the decisions ratified in this Extraordinary General Meeting   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  282,769     17-Oct-2011   17-Oct-2011
    BANK AUDI SAL-AUDI SARADAR GROUP, BEIRUT
  Security   066705302    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   24-Oct-2011
  ISIN   US0667053021    Agenda   703368678 - Management
  Record Date   07-Oct-2011    Holding Recon Date   07-Oct-2011
  City / Country   BAB IDRISS                     / Lebanon    Vote Deadline Date   10-Oct-2011
  SEDOL(s)   5338397 - B04NMG4 - B0PB5G8 - B28Y8S1    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Verification of the completion of the procedures for the increase in the Bank’s capital through the exercise of Stock Options in accordance with Resolution No. 1 adopted by the Extraordinary General Meeting of Shareholders held on July 25, 2011    Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  113,090     17-Oct-2011   17-Oct-2011
    CRESUD, S.A.C.I.F. Y A.
  Security   226406106    Meeting Type   Special
  Ticker Symbol   CRESY    Meeting Date   31-Oct-2011
  ISIN   US2264061068    Agenda   933516671 - Management
  Record Date   07-Oct-2011    Holding Recon Date   07-Oct-2011
  City / Country                                    / United States    Vote Deadline Date   25-Oct-2011
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01    APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE MINUTES OF THE SHAREHOLDERS’ MEETING.   Management   Against     For
  02    CONSIDERATION OF THE SET OF DOCUMENTS REFERRED TO IN SECTION 234, SUBSECTION 1, LAW 19,550, CORRESPONDING TO THE FISCAL YEAR ENDED 6-30-2011.   Management   Against     For
  03    CONSIDERATION OF THE PERFORMANCE OF THE BOARD OF DIRECTORS.   Management   Against     For
  04    CONSIDERATION OF THE PERFORMANCE OF THE SUPERVISORY COMMITTEE.   Management   Against     For
  05    CONSIDERATION OF THE PROFIT FOR THE FISCAL YEAR ENDED ON 06.30.2011, WHICH POSTED PROFITS IN THE AMOUNT OF $212,565,000. - CONSIDERATION OF THE APPLICATION THEREOF. RATIFICATION OF THE DULY DISTRIBUTED ADVANCE DIVIDEND.   Management   Against     For
  06    CONSIDERATION OF THE COMPENSATION TO THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED ON 06-30-2011, IN THE AMOUNT OF $7,383,837.- (TOTAL FOR COMPENSATIONS), PURSUANT TO SECTION 261, LAW 19,550, AND THE REGULATIONS OF THE ARGENTINE SECURITIES EXCHANGE COMMISSION, IN THE FACE OF THE PROPOSAL NOT TO DISTRIBUTE DIVIDENDS. DELEGATION OF THE APPROVAL OF THE AUDITING COMMITTEE’S BUDGET TO THE BOARD OF DIRECTORS.   Management   Against     For
  07    CONSIDERATION OF THE COMPENSATION TO THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED ON 06-30-2011.   Management   Against     Abstain
  08    DETERMINATION OF THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE DIRECTORS, IF APPLICABLE.   Management   Against     Abstain
  09    APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE.   Management   Against     Abstain
  10    APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL YEAR AND DETERMINATION OF HIS/HER COMPENSATION.   Management   Against     Abstain
  11    UPDATING OF REPORT ON SHARED SERVICES AGREEMENT.   Management   Against     For


  12   DETERMINATION OF THE DESTINATION OF TREASURY SHARES. CONSIDERATION OF ITS APPLICATION TO THE INCENTIVE PLAN FOR THE OFFICERS OF THE COMPANY IN ACCORDANCE WITH WHAT WAS APPROVED AND RATIFIED BY THE SHAREHOLDERS’ MEETINGS DATED 10.29.2009 AND 10.29.2010 RESPECTIVELY. DELEGATIONS.   Management   Against   Abstain
  13   TREATMENT OF THE AMOUNTS PAID AS SHAREHOLDERS’ PERSONAL ASSETS TAX.   Management   Against   Abstain
  14   CONSIDERATION OF AN INCREASE IN THE AMOUNT OF THE GLOBAL NOTE PROGRAM IN FORCE, UP TO AN ADDITIONAL AMOUNT OF USD 150,000,000- (OR ITS EQUIVALENT IN OTHER CURRENCIES) AUTHORIZED BY RESOLUTION N 15972 OF SEPTEMBER 4TH, 2008, AND BY RESOLUTION N 16519 OF FEBRUARY 17TH, 2011, OF THE ARGENTINE SECURITIES EXCHANGE COMMISSION (THE “PROGRAM”). DELEGATIONS TO BOARD OF DIRECTORS AND AUTHORIZATIONS.   Management   Against   For
  15   CONSIDERATION OF THE SPECIAL BALANCE SHEET FOR MERGER PURPOSES OF AGROLOGY SA, HEREINAFTER “AGSA”; AND THE SPECIAL BALANCE SHEET FOR MERGER PURPOSES OF CRESUD SACIF Y A, THE TWO OF THEM PREPARED AS OF 06.30.2011 AND ANY OTHER ACCOUNTING DOCUMENT AND THE SUPERVISORY COMMITTEE’S AND AUDITOR’S REPORTS. CONSIDERATION OF THE PRELIMINARY MERGER AGREEMENT EXECUTED WITH AGSA, PROSPECTUS AND ANY OTHER REQUIRED DOCUMENT. AUTHORIZATIONS AND DELEGATIONS. APPOINTMENT OF A REPRESENTATIVE TO EXECUTE THE FINAL AGREEMENT.   Management   Against   For
  16   RENEWAL OF THE DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO ESTABLISH THE TIME AND CURRENCY OF THE ISSUANCE, THE TERM, PRICE, MANNER AND CONDITIONS OF PAYMENT, TYPE AND RATE OF INTEREST, APPLICATION OF FUNDS AND ANY OTHER TERM AND CONDITION, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.   Management   Against   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

1765024

  HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY  

96,600

    26-Oct-2011   26-Oct-2011
    LAFARGE SURMA CEMENT LTD
  Security   Y5348Y108    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   15-Nov-2011
  ISIN   BD0643LSCL09    Agenda   703404676 - Management
  Record Date   18-Oct-2011    Holding Recon Date   18-Oct-2011
  City / Country   SYLHET                     / Bangladesh    Vote Deadline Date   04-Nov-2011
  SEDOL(s)   6728908 - B0XLG78    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Denominate of the face value of the shares of the Company from Tk. 100 each to Tk 10 each   Management   For   For   None
  2    Resolved that subject to approval of (i) the shareholders in an Extraordinary General Meeting, (ii) the Securities and Exchange Commission and (iii) any other authority, as may be required, the capital clause of the Memorandum of Association of the Company being Clause V thereof, be and hereby, amended and replaced with the following new clause V: The authorised share capital of the company is Tk. 14,000,000,000 (Take fourteen billion) divided into 1,400,000,000 shares of Tk. 10 each with power to increase and reduce it or any portion thereof and to divide from time to time into several classes and to attach thereto respectively any preferential, deferred, qualified or other special rights, privileges or condition and upon the sub division or consolidation of any share or shares to apportion the rights to participate in CONTD   Management   For   For   None
  CONT    CONTD profits in any manner as between the holders of share resulting from-sub division   Non-Voting       None


  3   Resolved that subject to approval of (i) the shareholders in an Extraordinary General Meeting (ii) the Securities and Exchange Commission and (iii) any other authority as may be required, the definition of share in Article 2, the capital clause being Article 3 of the Articles of Association of the Company, be and hereby, are amended as follows: (i) the existing definition of share in Article 2 of the Articles of Association be amended and replaced with the following new definition of shares. Shares means ordinary shares of par value ten Taka (Tk. 10) each in the capital of the Company. (ii) the existing article 3 of the Articles of Association be amended replaced with the following new article: 3 Share Capital: The authorized share capital of the Company is Tk. 14,000,000,000 (Taka Fourteen Billion) divided into CONTD    Management   For   For   None
  CONT   CONTD 1,400,000,000 shares of Tk. 10 each with power to increase and reduce-it or any portion thereof and to divide from time to time into several-classes and to attach thereto respectively any preferential, deferred,-qualified or other special rights, privileges or condition and upon the sub-division or consolidation of any share or shares to apportion the rights to- participate in profits in any manner as between the holders of shares-resulting from such sub division    Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   100,900     02-Nov-2011   04-Nov-2011
    SQUARE PHARMACEUTICALS LTD
  Security   Y8132X104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   16-Nov-2011
  ISIN   BD0473SQPH00    Agenda   703416366 - Management
  Record Date   25-Oct-2011    Holding Recon Date   25-Oct-2011
  City / Country   GAZIPUR                    / Bangladesh    Vote Deadline Date   04-Nov-2011
  SEDOL(s)   6833802    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Restructuring the par value of shares from Tk.100/-each to Tk.10/-each    Management   For   For   None
  2   Determining the Market Lot of the shares from present 1 (one) share to 50 (fifty) shares    Management   For   For   None
  3   Merger of Square Cephalosporins Ltd. with the Square Pharmaceuticals Ltd    Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   35,887     02-Nov-2011   04-Nov-2011
    POWER GRID COMPANY OF BANGLADESH LIMITED
  Security   ADPV11593    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   19-Nov-2011
  ISIN   BD0308PGCB07    Agenda   703379291 - Management
  Record Date   23-Oct-2011    Holding Recon Date   23-Oct-2011
  City / Country   DHAKA                    / Bangladesh    Vote Deadline Date   09-Nov-2011
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   To change the denomination of face value of shares from TK. 100 to TK. 10.00 each and to change market lot of the shares from 50 to 500 shares    Management   For   For   None
  2   Necessary amendments will also be made in the Memorandum and Articles of Association of the Company    Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   77,190     08-Nov-2011   09-Nov-2011
    CEMENTOS ARGOS S.A.
  Security   151260106    Meeting Type   Annual
  Ticker Symbol   CMTOY    Meeting Date   23-Nov-2011
  ISIN   US1512601063    Agenda   933525163 - Management
  Record Date   03-Nov-2011    Holding Recon Date   03-Nov-2011
  City / Country                       / United States    Vote Deadline Date   17-Nov-2011
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  01   QUORUM VERIFICATION.    Management   For   For   None
  02   READING AND APPROVAL OF AGENDA.    Management   For   For   None
  03   APPOINTMENT OF A COMMISSION FOR APPROVAL OF THE MINUTE.    Management   For   For   None
  04   PRESENTATION AND APPROVAL OF THE EXTRAORDINARY FINANCIAL STATEMENTS OF SPECIAL PURPOSE FOR THE PERIOD ENDING SEPTEMBER 30, 2011.    Management   For   For   None
  05   PRESENTATION AND APPROVAL OF THE PARTIAL SPIN-OFF BY ABSORPTION PROJECT AND ITS EXHIBITS.    Management   For   For   None


  06   PRESENTATION AND APPROVAL OF A CONDITIONED CAPITALIZATION OF THE ISSUE PREMIUM ACCOUNT.   Management   For   For   None
  07   CONSIDERATIONS ON THE RIGHT OF WITHDRAWAL.   Management   For   For   None
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   60,740     16-Nov-2011   16-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703437106 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG                     / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item   Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   The general meeting resolves to authorise again the board of directors of the Company to issue, from time to time, as specified below, up to two million five hundred fifty thousand (2,550,000) new shares without indication of a nominal value, hence creating an authorised share capital, excluded the current issued share capital, of sixty seven thousand three hundred thirty five US Dollar and thirty cents (USD 67,335.30) in accordance with the provisions of article 32 of the law of 10 August 1915 regarding commercial companies, as amended. This authorisation shall be limited to a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of the publication of the present authorisation in the Luxembourg official gazette (Memorial C, Recueil des Societes et Associations). Upon presentation of the justifying report of the Board of Directors, pursuant to article 32-3 (5) of the law of August 10, 1915 on commercial companies, the general meeting further resolves that the board of directors is authorised to issue such new shares without reserving to the existing shareholders any preferential subscription rights   Management   No Action     None
  2   The general meeting of shareholders resolves to amend the articles of incorporation of the Company in order to comply with the provisions of the law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies   Management   No Action     None
  3   The general meeting of shareholders resolves to amend article 5 of the articles of incorporation of the Company which shall henceforth read as follows: “Article 5. The share capital of the Company is set at two million one hundred four thousand one hundred twenty US Dollars and eleven cents (USD 2,104,120.11) divided into seventy nine million six hundred eighty three thousand four hundred and ten (79,683,410) shares without indication of a nominal value. The shares of the Company may be created at the owner’s option in certificates representing single shares or in certificates representing two or more shares. The shares shall be in a bearer or in a registered form. The corporation may, to the extent and under the terms permitted by law, purchase its own shares. The corporate capital may be increased or reduced in compliance with the legal requirements. The authorised share capital, excluded the current issued share capital, is fixed at sixty seven thousand three hundred thirty five US Dollar and thirty cents (USD 67,335.30) represented by two million five hundred fifty thousand (2,550,000) shares without indication of a nominal value. During a period to expire right after the closing of any public offering of the shares of the Company, and in any case no later than a term of five (5) years from the date of publication of the present deed in the Memorial C, Recueil des Societes et Associations, the board of directors will be and is hereby authorised to issue shares with or without share premium and to grant options to subscribe for shares within the limit of the authorised share capital, to such persons and on such terms as it shall see fit, and specifically to proceed to such issue by suppressing or limiting the existing shareholder’s/shareholders’ preferential right to subscribe for the new Shares to be issued   Management   No Action     None


  4   The general meeting of shareholders resolves to insert a new article 6 in the articles of incorporation of the Company which shall henceforth read as follows: “Article 6.-The shares are freely transferable, subject to the provisions of the law and these articles of association. All rights and obligations attached to any share are passed to any transferee thereof   Management   No Action     None
  5   The general meeting of shareholders resolves to amend article 13 of the articles of incorporation of the Company which shall henceforth read as follows and to renumber it as article 14: Article 14.-14.1 The general meeting of shareholders shall represent the entire body of shareholders of the corporation. It shall have the broadest powers to order, carry out or ratify all acts relating to the operations of the corporation. 14.2 The annual meeting will be held in Luxembourg at the place specified in the convening notices on the fifteenth of November at 5.00 p.m. 14.3 If such day is a legal holiday, the general meeting will be held on the next following business day. Other meetings of shareholders may be held at such places and times as may be specified in the respective notices of meeting. 14.4 The general meeting of shareholders shall meet upon call by the board of directors. Shareholders representing ten per cent (10 %) of the subscribed share capital may, in compliance with the law of August 10th 1915 on commercial companies and the amendment hereto, request the board of directors to call a general meeting of shareholders. 14.5 The convening notice for any general meeting of shareholders must contain the agenda of the meeting, the place, date and time of the meeting, the description of the procedures that shareholder must comply with in order to be able to participate and cast their votes in the general meeting, and such notice shall take the form of announcements published (i) thirty (30) days before the meeting, in the Memorial C, Recueil des Societes et Associations and in a Luxembourg newspaper and (ii) in a manner ensuring fast access to it on a non-discriminatory basis in such media as may reasonably be relied upon for the effective dissemination of information throughout the European Community. A notice period of seventeen (17) days applies, in case of a second or subsequent convocation of a general meeting convened for lack of quorum required for the meeting convened by the first convocation, provided that this article 14.5 has been complied with for the first convocation and no new item has been put on the agenda. In case the shares are listed on a foreign stock exchange, the notices shall in addition be published in such other manner as may be required by laws, rules or regulations applicable to such stock exchange from time to time. 14.6 One or several shareholders, representing at least five percent (5%) of the Company’s issued share capital, may (i) request to put one or several items to the agenda of any general meeting of shareholders, provided that such item is accompanied by a justification or a draft resolution to be adopted in the general meeting, or (ii) table draft resolutions for items included or to be included on the agenda of the general meeting. Such request must be sent to the Company’s registered office in writing by registered letter or electronic means at least twenty-two (22) days prior to the date of the general meeting and include the postal or electronic address of the sender. In case such request entails a modification of the agenda of the relevant meeting, the Company will make available a revised agenda at least fifteen (15) days prior to the date of the general meeting. 14.7 If all shareholders are present or represented at a general meeting of shareholders and state that they have been informed of the agenda of the meeting, the general meeting of shareholders may be held without prior notice. 14.8 Any shareholder who holds one or more share(s) of the Company at 24:00 o’clock (Luxembourg time) on the date falling fourteen (14) days prior to (and excluding) the date of general meeting (the “Record Date”) shall be admitted to the relevant general meeting of shareholders. Any shareholder who wishes to attend the general meeting must inform the Company thereof at the latest on the Record Date, in a manner to be determined by the board of directors in the convening notice. In case of shares held through an operator of a securities settlement system or with a professional depository or sub-depository designated by such depository, a holder of shares wishing to attend a general meeting of shareholders should receive from such operator or depository or sub- depository a certificate certifying the number of shares recorded in the relevant account on the Record Date. The certificate should be submitted to the Company at its registered address no later   Management   No Action     None


    than three (3) business days prior to the date of the general meeting to the extent applicable. In the event that the shareholder votes through proxies, the proxy has to be deposited at the registered office of the Company at the same time or with any agent of the Company, duly authorised to receive such proxies to the extent applicable. The board of directors may set a shorter period for the submission of the certificate or the proxy. 14.9 A shareholder may act at any general meeting of shareholders by appointing another person, shareholder or not, as his/her/its proxy in writing by a signed document transmitted by mail, facsimile, electronic mail or by any other means of communication prior to the meeting, a copy of such appointment being sufficient proof thereof. One person may represent several or even all shareholders. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a company under its common seal or under the hand of an officer or attorney duly authorised or in the case of shares held in a European central securities depository, a statement of the relevant participant. In the case of shares registered in the name of or held by a European central securities depository or an affiliated institution, a shareholder may submit a written declaration via its participant or affiliated institution which shall constitute an instruction appointing a proxy from the relevant registered shareholder confirming that the number of shares mentioned in each written declaration form part of a collective deposit and that the person mentioned in the declaration is a participant for the mentioned number of shares in the collective deposit and shall be entitled to exercise all rights attached to those shares and voting rights as a proxy in respect of such shares at the relevant general meeting of shareholders of the Company provided further that such participant shall be entitled to delegate his proxy to a third party by delivering such form of proxy executed in writing in accordance with the present articles of incorporation 14.10 Any shareholder who participates, provided that the board of directors has put in place such facilities for a given meeting, in a general meeting of shareholders by conference-call, video-conference or by any other means of communication which allow such shareholder’s identification and which allow that all the persons taking part in the meeting hear one another on a continuous basis and may effectively participate in the meeting, is deemed to be present for the computation of quorum and majority. 14.11 Each shareholder may vote through a signed voting form sent by mail, facsimile, electronic mail, by electronic voting or by any other means of communication to the Company’s registered office or to the address specified in the convening notice CONTD        
  CONT   CONTD The shareholders may use voting forms provided by the Company which cont-ain at least the place, date and time of the meeting, the agenda of the meetin-g, the proposals submitted to the resolution of the meeting as well as for eac-h proposal three boxes allowing the shareholder to vote in favour of or agains-t the proposed resolution or to abstain from voting thereon by marking the app-ropriate box with a cross or an electronic cross. The Company will only take i-nto account voting forms received prior to the general meeting of shareholders- which they relate to. 14.12 In case of electronic voting where such means of-voting is made available by a European central securities depository or an aff-iliated institution or the operator of a securities settlement system or a pro-fessional depository or sub-depository designated by such depository, the afor- ementioned entities may issue a summary of the votes for the given general mee-ting of shareholders via their system, including a proxy to the chairman of th-e meeting, in the form of a spreadsheet or otherwise, as the board of director-s may see fit, setting out the votes in favour of or against the proposed reso-lution or to abstain from voting. 14.13 The board of directors may determine a-ll other conditions which must be fulfilled by shareholders in order to attend-a meeting of shareholders and to vote. 14.14 The general meeting of sharehold-ers shall designate its own chairman who shall preside over the meeting. The c-hairman shall designate a secretary who shall keep minutes of the meeting. 14.-15 The business transacted at any meeting of the shareholders shall be limited-to the matters contained in the agenda (which shall include all matters requi-red by law) and business incidental to such matters. 14.16 Each share is entit-led to one vote at all general meetings of shareholders. 14.17 Unless otherwis-e provided by law, the resolutions of the general meeting are passed by a simp-le majority vote of the shareholders present or represented   Non-Voting       None
  6   The general meeting of shareholders resolves to amend article 17 of the articles of incorporation of the Company which shall henceforth read as follows and to renumber it as article 18: Article 18.-All matters not governed by these articles of association are to be construed in accordance with the law of August 10th 1915 on commercial companies and the amendments hereto and with the law of 24 May 2011 implementing the Directive 2007/36 EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of listed companies   Management   No Action     None
  7   The general meeting of shareholders resolves to proceed to a renumbering of the articles and of the cross references within the articles of incorporation of the Company further to the insertion of a new article 6 of the articles of incorporation   Management   No Action     None
  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None


  CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF POA COMMENT AND RECEIPT-OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK Y-OU.   Non-Voting       None
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   50,680     14-Nov-2011   14-Nov-2011
    KERNEL HOLDING SA, LUXEMBOURG
  Security   L5829P109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Dec-2011
  ISIN   LU0327357389    Agenda   703446890 - Management
  Record Date   23-Nov-2011    Holding Recon Date   23-Nov-2011
  City / Country   LUXEMBOURG                     / Luxembourg    Vote Deadline Date   18-Nov-2011
  SEDOL(s)   B28ZQ24 - B2NS394    Quick Code  
    Item   Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  1   The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves in their entirety the consolidated financial statements of Kernel Holding S.A. for the financial year ended 30 June 2011, with a resulting consolidated net profit of USD 226,047   Management   No Action     None
  2   The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor (Reviseur d’Entreprises), approves in their entirety the Parent Company annual accounts (unconsolidated) for the financial year ended 30 June 2011, with a resulting net profit/loss for Kernel Holding S.A. as parent company of the Kernel Holding S.A. group of USD 38,165,947.14   Management   No Action     None
  3   The General Meeting approves the proposal of the Board of Directors to carry forward the net profit/loss of the Parent Company annual accounts (non-consolidated) of USD 38,165,947.14.-and to declare a dividend at nil for the financial year ended 30 June 2011   Management   No Action     None
  4   The General Meeting decides to grant discharge to the directors for their management duties and the exercise of their mandates in the course of the financial year ended 30 June 2011   Management   No Action     None
  5   The General meeting acknowledges the resignation of Mr. Patrick Conrad as member of the board of directors with effect as of 1 November 2011 and decides to grant discharge to Mr. Patrick Conrad for the exercise of its management duties and its mandate until the 1 November 2011   Management   No Action     None
  6   The General Meeting, having acknowledged the end of the mandates of the two independent directors and in consideration of the proposal to re-elect both Mr. Andrzej Danilczuk and Ton Schurink for a one-year term mandate, decides to re-elect Andrzej Danilczuk and Ton Schurink for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012   Management   No Action     None
  7   The General Meeting, following proposal by the Board to appoint Mr. Kostiantyn Lytvynskyi and Mr. Yuriy Kovalchuk as new Board members, decides to elect Mr. Kostiantyn Lytvynskyi, born on 2 December 1972 in Karaganda, Republic of Kazakhstan, residing at Apt. 12, 5 Yerevanska Str, Kiev, Ukraine, 03048 and Mr. Yuriy Kovalchuk, born on 17 February 1981 Severodonetsk, Luganska Oblast, Ukraine, residing at Apt. 5, 30 Mezihorska Str., Kiev, Ukraine, 0407 for a three-year term mandate, which mandate shall terminate on the date of the general meeting of shareholders to be held in 2014   Management   No Action     None
  8   The General Meeting, having acknowledged that fees (tantiemes) paid to the independent directors for their previous term in office amounted in total to USD 95,000, approves the independent Directors’ fees for the new one-year mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012, for a total gross annual amount of USD 95,000   Management   No Action     None


  9   The General Meeting, following proposal by the Board to terminate the mandates of the independent auditors Baker Tilly Ukraine and Teamaudit S.A. and to appoint PJSC “Deloitte & Touche USC” and Deloitte S.A, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number 67 895 as new independent auditors of Kernel Holding S.A., hereby resolves to terminate the mandates of Baker Tilly Ukraine and Teamaudit S.A. and to appoint PJSC “Deloitte & Touche USC” and Deloitte S.A, having its registered office at 560, rue du Neudorf, L-2220 Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number 67 895 as new independent auditors of Kernel Holding S.A. for a one-year term mandate, which shall terminate on the date of the general meeting of shareholders to be held in 2012   Management   No Action     None
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   50,680     16-Nov-2011   16-Nov-2011
    JOHN KEELLS HLDG PLC
  Security   Y4459Q103   Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol     Meeting Date   07-Dec-2011
  ISIN   LK0092N00003   Agenda   703455281 - Management
  Record Date     Holding Recon Date   05-Dec-2011
  City / Country   COLOMBO 2                     / Sri Lanka   Vote Deadline Date   29-Nov-2011
  SEDOL(s)   6475538   Quick Code  
    Item   Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Employee share option plan: That the directors be and they are hereby authorized to offer shares up to a maximum of 0.75 percent (point seven five per cent) of the total issued shares of the company, as at date of offer (which date will be decided subsequent to the receipt of shareholder approval at the extraordinary general meeting), in such amounts to such employees of the company and its subsidiary companies inclusive of executive directors as may be determined by the board of directors and based on the terms and conditions given below. a. the total number of shares to be offered under this ESOP scheme will be offered at the discretion of the board of directors. b. the offerees shall be members of the executive staff inclusive of executive directors of the company and / or of its subsidiaries as may be determined by the board of directors of the company at their discretion, taking into consideration the performance of each such person, the performance of the business organization such person belongs to and the performance of the group. c. the number of shares offered to the executive directors and presidents shall be determined by the remuneration committee of the board of directors of the company at their discretion, based on the performance of each such person and the performance of the group. d. the number of shares offered to other eligible staff shall be determined by the group executive committee of the company at their discretion based on the performance of each such person, the performance of the organization they belong to and the performance of the group. This decision will be subject to ratification by the remuneration committee of the board of directors. e. the price at which the shares are offered shall be the weighted average closing price of an ordinary share as at the date on which the board of directors makes the relevant offer. f. the offer or any part therefor accepted by the offerees, unless exercised within a period of sixty (60) months from the date of offer, shall automatically lapse and be of no force or avail in law. g. in terms of the guidelines issued by the Colombo stock exchange, the essential features of the scheme together with the material details will be disclosed in the annual report. h. in the event of   Management   For   For   None
    any rights issues, bonus issues, stock splits or buy backs being made by the company during the period intervening between the date of the offer of the option and the exercise of the option by the employee, the exercise price may be appropriately adjusted by the board of directors in consultation and in agreement with the company’s auditors to take account of the change in value of each share falling within the scheme, consequent to the increase or decrease in the issued capital by the rights/bonus issue, splits or share buy backs as the case may be. i. The scheme will operate in accordance with the guidelines set out by the Colombo stock exchange and the shares issued pursuant to an exercise of the options granted under this ESOP scheme are not held in trust for the company        
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   884,353     28-Nov-2011   29-Nov-2011
    MAURITIUS COMMERCIAL BANK
  Security   V6142J100   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   13-Dec-2011
  ISIN   MU0008N00006   Agenda   703478633 - Management
  Record Date     Holding Recon Date   09-Dec-2011
  City / Country   PORT LOUIS                     / Mauritius   Vote Deadline Date   02-Dec-2011
  SEDOL(s)   6574974   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation


  1    To receive the report of the directors   Management   For   For   None
  2    To adopt the group and the company financial statements made up as at 30 June 2011   Management   For   For   None
  3    To elect Mr Gilles Gufflet as director in replacement of Mr Bertrand De Chazal who is retiring in accordance with section 138(6) of the companies act 2001   Management   For   For   None
  4    To elect four directors in accordance with the provisions of the constitution. Mm Philippe A. Forget, Sanjiv Goburdhun, Jean Pierre Montocchio and Pierre Guy Noel retire by rotation and are being proposed for reelection   Management   For   For   None
  5    To fix the directors remuneration   Management   For   For   None
  6    To appoint Bdo and Co as auditors and to authorise the board of directors to fix their remuneration   Management   For   For   None
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO REMOVAL OF RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  295,180     06-Dec-2011   07-Dec-2011
    ENERGOPROJEKT HOLDING A.D., BELGRADE
  Security   X1943L105    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   14-Dec-2011
  ISIN   RSHOLDE58279    Agenda   703402292 - Management
  Record Date   04-Nov-2011    Holding Recon Date   04-Nov-2011
  City / Country   DOM SINDIKATA                     / Serbia    Vote Deadline Date   02-Dec-2011
  SEDOL(s)   B1W73C8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT A MINIMUM OF 300 SHARES MUST HAVE BEEN HELD ON RECORD DATE-04 NOV 2011 TO BE ABLE TO VOTE AT THIS MEETING. THANK YOU.   Non-Voting       None
  1    Voting committee election   Management   For   For   None
  2    EGM chairperson election   Management   For   For   None
  3.1    Harmonization with the new law on companies (effective as of Feb.2012): Decision on harmonization of issuers fondation act   Management   For   For   None
  3.2    Harmonization with the new law on companies (effective as of Feb.2012): Voting for issuers statute   Management   For   For   None
  3.3    Harmonization with the new law on companies (effective as of Feb.2012): Voting for procedure on conduct of issuers shareholder assembly   Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  42,550     30-Nov-2011   02-Dec-2011
    ACCESS BANK NIGERIA PLC
  Security   V0014P104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   30-Dec-2011
  ISIN   NGACCESS0005    Agenda   703495300 - Management
  Record Date   14-Dec-2011    Holding Recon Date   14-Dec-2011
  City / Country   TBD                     / Nigeria    Vote Deadline Date   16-Dec-2011
  SEDOL(s)   6222808    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    That the memorandum and article of association of the bank be and are hereby amended by deleting the words the authorized share capital of the bank is N10,000,000,000 divided into 18, 000,000,000 ordinary shares of 50 kobo each and 2,000,000,000 preference shares of 50 kobo each’ from clause 6 of the banks memorandum of association and article 7 of the bank’s article of association and substituting thereof the following words the authorized share capital of the bank is N13,000,000,000.00 divided into 24,000,000,000 ordinary shares of 50 kobo and 2,000,000,000 preferences hares of 50 kobo each   Management   For   For   None
  2    That the memorandum of association of the bank and is hereby amended by the incorporation of sub-clause 12 to clause 6 to read as follows: by a special resolution dated December 30, 2011, the authorized share capital of the bank was increased from N10,000,000,000.00 to N13,000,000,000.00 by the creation of 6,000,000,000 ordinary shares of 50 kobo each ranking parri-passu with the existing ordinary shares of the bank   Management   For   For   None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  46,306,429     16-Dec-2011   19-Dec-2011
    QATAR NATIONAL BANK, DOHA


  Security   M81802106    Meeting Type   MIX
  Ticker Symbol      Meeting Date   29-Jan-2012
  ISIN   QA0006929895    Agenda   703582622 - Management
  Record Date      Holding Recon Date   26-Jan-2012
  City / Country   TBD                     / Qatar    Vote Deadline Date   20-Jan-2012
  SEDOL(s)   6148197    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT IF YOU WISH TO VOTE THIS CAN ONLY BE DONE THROUGH MEETING ATT-ENDANCE ONLY. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU.   Non-Voting       None
  O.1    Hearing the statement of his Excellency the chairman and the report of the boa-rd of directors on the companys activities, financial position during the year-ending 31st December 2011 and the business plan for 2012   Non-Voting       None
  O.2    Hearing and approving the report of the external auditors on the companys bala-nce sheet and on the accounts submitted by the board of directors   Non-Voting       None
  O.3    Discussing and approving the balance sheet and profit and loss for the year en-ded 31st December 2011   Non-Voting       None
  O.4    Approving the proposal of the board of directors to distribute to the sharehol-ders cash dividends at the rate of 40pct of the nominal share value, i.e. QAR-4 for each share, and bonus shares at the rate of 10pct, i.e. one share for ev-ery ten shares   Non-Voting       None
  O.5    Ratifying the transfer of the necessary amounts from the retained profits to t-he legal reserve for this reserve to become 100pct of the capital- excluding is-sue fees   Non-Voting       None
  O.6    Releasing from liability the members of the board of directors and fixing thei-r fees for the financial year ended 31st December   Non-Voting       None
  O.7    The banks governance report for 2011   Non-Voting       None
  O.8    Appointing an external auditor for the company for the financial year 2012 and-fixing the fees   Non-Voting       None
  E.1    Amending article 6 of the articles of association to increase the capital of t-he bank which is in the amount of QAR 6,361,176,710 by distributing bonus shar-es at 10pct of the present capital to read as follows - the companys capital i-s in the amount of QAR 6,997,294,380 - Qatari riyals six thousand nine hundred-ninety seven million, two hundred ninety four thousand and three hundred eigh-ty, divided into 699,729,438 - six hundred ninety nine million, seven hundred-twenty nine thousand and four hundred thirty eight ordinary nominal shares, th-e value of each QAR 10 Qatari riyals ten   Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot
Shares
 

Unavailable

Shares

  Vote
Date
  Date Confirmed
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  58,598      

 

    EL SEWEDY CABLES
  Security   M398AL106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   30-Jan-2012
  ISIN   EGS3G0Z1C014    Agenda   703568002 - Management
  Record Date      Holding Recon Date   26-Jan-2012
  City / Country   CAIRO             / Egypt             Blocking    Vote Deadline Date   20-Jan-2012
  SEDOL(s)   B15Q010    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting     None
  1    Modifying Articles number 21 26 28 29 48 and 55 of Company’s main system   Management     None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  146,338      
    GORENJE GOSPODINJSKI APARATI D.D., VELENJE
  Security   X3205K106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   03-Feb-2012
  ISIN   SI0031104076    Agenda   703534291 - Management
  Record Date   30-Jan-2012    Holding Recon Date   30-Jan-2012
  City / Country   VELENJE                     / Slovenia    Vote Deadline Date   20-Jan-2012
  SEDOL(s)   7030721 - B28HDH4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation


  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A MEETING-SPECIFIC POWER OF ATTORNEY-(POA) SIGNED BY THE BENEFICIAL OWNER IS REQUIRED IN ORDER TO LODGE AND-EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA MAY CAUSE-YOUR INSTRUCTIONS TO BE REJECTED. THE POASHOULD BE PRINTED ON COMPANY- LETTERHEAD AND SIGNED ACCORDING TO SIGNATORY LIST IN PLACE. THE POA MUST ALSO-BE NOTARIZED AND APOSTILLIZED. PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE FOR DETAILS. THANK YOU.   Non-Voting       None
  1    Opening, verifying quorum and appointing the working panel of the assembly   Management   No Action     None
  2    Authorization to the management board to acquire and dispose of treasury shares   Management   No Action     None
  3    Discussion on and adoption of the resolution regarding the compensation and reward to the supervisory board   Management   No Action     None

 

 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  58,508     18-Jan-2012   30-Jan-2012
    POWER GRID COMPANY OF BANGLADESH LIMITED
  Security   ADPV11593    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Feb-2012
  ISIN   BD0308PGCB07    Agenda   703593548 - Management
  Record Date   26-Dec-2011    Holding Recon Date   26-Dec-2011
  City / Country   DHAKA                     / Bangladesh    Vote Deadline Date   09-Feb-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive, consider and adopt audited accounts for the year ended 30 June 2011 and Directors & Auditors Reports   Management   Abstain   Against   Abstain
  2    To approve recommended cash dividend out of the profits for the year ended June 30, 2011   Management   Abstain   Against   Abstain
  3    To elect Directors of the Company   Management   For   For   For
  4    To appoint Auditors of the Company for the year end 30 June 2012 until conclusion of the next Annual General Meeting and to fix their remuneration   Management   Abstain   Against   Abstain
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER EMERGING MKTS

 

1000-6

 

NORTHERN TRUST

  771,900     09-Feb-2012   09-Feb-2012
    COMMERCIAL BANK OF QATAR, DOHA
  Security   M25354107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Feb-2012
  ISIN   QA0007227752    Agenda   703603058 - Management
  Record Date      Holding Recon Date   23-Feb-2012
  City / Country   DOHA                     / Qatar    Vote Deadline Date   16-Feb-2012
  SEDOL(s)   6150448    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 05 MAR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT ACCORDING TO THE COMMERCIAL LAW OF QATAR, VOTES CAN ONLY BE-REPRESENTED BY A SHAREHOLDER ATTENDING THE MEETING IN PERSON AND CASTING YOUR-VOTE ACCORDINGLY. ALSO, THE PROXY CANNOT REPRESENT MORE THAN 5% OF THE- COMPANY SHARE CAPITAL AND 25% OF THE SHARES REPRESENTED AT THE AGM / EGM.   Non-Voting       None
  1    To hear the chairman’s statement and the report of the board of directors on the activities of the company and its financial year ended 31st December 2011, and the future plans of the company, and presentation of the banks corporate governance report for 2011   Management   For   For   For
  2    To hear and approve the auditors report on the companys financial statement presented by the board of directors for the financial year ended 31st December 2011   Management   For   For   For
  3    The hear and approve the Shariah supervisory boards report on Commercialbank Islamic banking for the financial year ended 1st December 2011   Management   For   For   For
  4    To discuss and approve the companys financial statement for the year ended December 2011   Management   For   For   For
  5    To approve the board of directors recommendation to distribute a cash dividend of 60pct of the shares nominal value to the shareholders for 2011,6 QAR per one share   Management   For   For   For


  6   To absolve the directors of the board from liability for the financial year ended 31st December 2011    Management   For   For   For
  7   To fix the remuneration of the directors of the board for the year ended 31st December 2011 and to approve the policy to define the basis of calculation of remuneration granted to them    Management   For   For   For
  8   To appoint the external auditors for the year 2012 and determine their remuneration    Management   Abstain   Against   Abstain
    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   54,630     15-Feb-2012   16-Feb-2012
    EXPLORATION PRODUCTION KAZMUNAYGAS JSC, ASTANA
  Security   48666V204    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   27-Feb-2012
  ISIN   US48666V2043    Agenda   703604048 - Management
  Record Date   01-Feb-2012    Holding Recon Date   01-Feb-2012
  City / Country   TBD                     / Kazakhstan    Vote Deadline Date   13-Feb-2012
  SEDOL(s)   B1FKV75 - B1FSCP4    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   Approval of an agenda    Management   For   For   For
  2   Election of the Chairperson of the EGM    Management   For   For   For
  3   The powers of a member of the Company’s Board of Directors, Askar Balzhanov, shall be terminated before the end of his term of powers    Management   For   For   For
  4   Mr. Lyazzat Kiinov shall be appointed as a member of the Company’s Board of Directors for the term of the Board of Directors as a whole    Management   For   For   For
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   78,650     16-Feb-2012   17-Feb-2012
    QATAR ELECTRICITY AND WATER, DOHA
  Security   M8179S102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Mar-2012
  ISIN   QA0006929812    Agenda   703627553 - Management
  Record Date      Holding Recon Date   05-Mar-2012
  City / Country   TBD                     / Qatar    Vote Deadline Date   28-Feb-2012
  SEDOL(s)   6566614    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE THAT ACCORDING TO THE COMMERCIAL LAW OF QATAR, VOTES CAN ONLY BE-REPRESENTED BY A SHAREHOLDER ATTENDING THE MEETING IN PERSON AND CASTING YOUR-VOTE ACCORDINGLY. ALSO, THE PROXY CANNOT REPRESENT MORE THAN 5% OF THE- COMPANY SHARE CAPITAL AND 25% OF THE SHARES REPRESENTED AT THE AGM / EGM.    Non-Voting       None
  1   The board recommended distribution of cash dividends of 65pct from the original share value, i.e. QR.6.5 for each share    Management   No Action     For
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING

MKTS

 

1000-6

  NORTHERN TRUST   50,150     29-Feb-2012   29-Feb-2012
    INDUSTRIES OF QATAR, DOHA
  Security   M56303106    Meeting Type   MIX
  Ticker Symbol      Meeting Date   19-Mar-2012
  ISIN   QA000A0KD6K3    Agenda   703648951 - Management
  Record Date      Holding Recon Date   15-Mar-2012
  City / Country   DOHA                     / Qatar    Vote Deadline Date   09-Mar-2012
  SEDOL(s)   6673570    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE THAT ACCORDING TO THE COMMERCIAL LAW OF QATAR, VOTES CAN ONLY BE-REPRESENTED BY A SHAREHOLDER ATTENDING THE MEETING IN PERSON AND CASTING YOUR-VOTE ACCORDINGLY. ALSO, THE PROXY CANNOT REPRESENT MORE THAN 5% OF THE- COMPANY SHARE CAPITAL AND 25% OF THE SHARES REPRESENTED AT THE AGM / EGM.    Non-Voting       None
  O.1   Chairman’s message for the year ended December 31, 2011    Management   No Action     For
  O.2   Board of directors report on IQS activities and financial position for the year ended December 31, 2011    Management   No Action     For
  O.3   Auditors report on IQS consolidated financial statements for the year ended December 31, 2011    Management   No Action     For


  O.4   Presentation of IQS consolidated financial statements for the year ended December 31, 2011    Management   No Action     For
  O.5   Presentation of IQS consolidated budget for 2012 and the 5 year business plan    Management   No Action     For
  O.6   Approve the board’s recommendation for a dividend payment of QR 7.5 per share, representing 75pct of the nominal share value    Management   No Action     For
  O.7   Approve the remuneration policy for the board members    Management   No Action     Abstain
  O.8   Discussing the 2011 corporate governance report    Management   No Action     For
  O.9   Absolve the board of directors from responsibility for the year 2011 and approve their remuneration for that year    Management   No Action     For
  O.10   Appointment of the external auditors for 2012 and fixing their remuneration    Management   No Action     Abstain
  E.1.A   Approve the amendments to the Articles of Association: Increase in the number of Directors    Management   No Action     For
  E.1.B   Approve the amendments to the Articles of Association: Number of Board meetings    Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   39,500     13-Mar-2012   15-Mar-2012
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Special
  Ticker Symbol   PHI    Meeting Date   22-Mar-2012
  ISIN   US7182526043    Agenda   933551891 - Management
  Record Date   23-Jan-2012    Holding Recon Date   23-Jan-2012
  City / Country                                    / United States    Vote Deadline Date   13-Mar-2012
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  01   APPROVAL OF AMENDMENTS TO THE SEVENTH ARTICLE OF THE ARTICLES OF INCORPORATION OF THE COMPANY CONSISTING OF THE SUB-CLASSIFICATION OF THE AUTHORIZED PREFERRED CAPITAL STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   21,360     13-Mar-2012   13-Mar-2012
    ECOPETROL S A  

 

  

 

 

 

  Security   279158109    Meeting Type   Annual
  Ticker Symbol   EC    Meeting Date   22-Mar-2012
  ISIN   US2791581091    Agenda   933554429 - Management
  Record Date   17-Feb-2012    Holding Recon Date   17-Feb-2012
  City / Country                                    / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  4.   APPROVAL OF THE AGENDA    Management   For   Against   For
  5.   APPOINTMENT OF THE MEETING’S PRESIDENT    Management   For   Against   For
  6.   APPOINTMENT OF THE COMMISSION IN CHARGE OF SCRUTINIZING ELECTIONS AND POLLING    Management   For   Against   For
  7.   APPOINTMENT OF THE COMMISSION IN CHARGE OF REVIEWING AND APPROVING THE MINUTES OF THE MEETING    Management   For   Against   For
  13.   APPROVAL OF REPORTS PRESENTED BY THE MANAGEMENT, AND THE EXTERNAL AUDITOR AND APPROVAL OF FINANCIAL STATEMENTS    Management   For   Against   For
  14.   APPROVAL OF PROPOSAL FOR DIVIDEND DISTRIBUTION    Management   For   Against   For
  15.   ELECTION OF THE EXTERNAL AUDITOR AND ASSIGNMENT OF REMUNERATION    Management   Abstain   For   Abstain
    Comments-Insufficient information provided by the Company
  16.   ELECTION OF THE BOARD OF DIRECTORS    Management   For   Against   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   36,100     19-Mar-2012   19-Mar-2012
    CEMENTOS ARGOS S.A.
  Security   151260106    Meeting Type   Annual
  Ticker Symbol   CMTOY    Meeting Date   23-Mar-2012
  ISIN   US1512601063    Agenda   933563149 - Management
  Record Date   06-Mar-2012    Holding Recon Date   06-Mar-2012
  City / Country                                    / United States    Vote Deadline Date   19-Mar-2012
  SEDOL(s)      Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1.   READING AND APPROVAL OF THE AGENDA.    Management   For     For
  2.   DESIGNATION OF A MINUTE APPROVAL COMMISSION.    Management   For     For


  3.    APPROVAL OF THE JOINT REPORT FROM THE BOARD OF DIRECTORS AND THE CEO, AND OF THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011.   Management   For     For
  4.    SUBMISSION AND APPROVAL OF THE PROFIT DISTRIBUTION PROJECT.   Management   For     For
  5.    SUBMISSION AND APPROVAL OF A COMPREHENSIVE AMENDMENT TO THE ARTICLES OF INCORPORATION.   Management   For     For
  6.    SUNDRIES PROPOSALS.   Management   Against     Against
     Comments-Granting unfettered discretion is unwise
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   43,840     19-Mar-2012   19-Mar-2012
    ARAB BANK
  Security   M12702102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   JO1302311013    Agenda   703642048 - Management
  Record Date   27-Mar-2012    Holding Recon Date   27-Mar-2012
  City / Country   TBD                     / Jordan    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   6047562 - B074509 - B1DJ0W2 - B2RHNR5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    Approve to buy Tbills according to Article 5 from Jordan Securities law A   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   33,060     16-Mar-2012   16-Mar-2012
    FERREYROS SA
  Security   P3924F106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   PEP736001004    Agenda   703642480 - Management
  Record Date   26-Mar-2012    Holding Recon Date   26-Mar-2012
  City / Country   LIMA                     / Peru    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   2320126 - B3BH5S3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

 

CMMT

   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 958282 DUE TO CHANGE IN RE-SOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A PERMANENT POA OR MEETING SPECIFIC S-IGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR V-OTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIO- NS TO BE REJECTED. THE MEETING SPECIFIC POA MUST BE COMPLETED AND THE ORIGINAL-MUST BE SUBMITTED, 5 DAYS PRIOR TO CUTOFF DATE, AT 12:00 E.S.T. TO ATTN: STEP-HANIE PORCARI /AMELIA MENESES, CANAVAL Y MOREYRA 480, PISO 4, SAN ISIDRO, L-27-, LIMA PERU. THIS DOCUMENT CAN BE RETRIEVED FROM THE HYPERLINK. IF YOU HAVE-ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK: https://materials.proxyvote.com/Approved/99999 Z-/19840101/NPS_113480.PDF   Non-Voting       None
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 02 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU   Non-Voting       None
  1    Examination and approval of the 2011 annual report, which includes the analysis and discussion of the financial statements   Management   No Action     For
  2    Distribution of profit for the 2011 fiscal year   Management   No Action     For
  3    Capitalization of the freely available profit and amendment of article 5 of the corporate bylaws in reference to the share capital   Management   No Action     For
  4    Delegation to the Board of Directors of the appointment of the outside auditors in regard to the 2012 fiscal year   Management   No Action     For


  5   Approval of the proposal for a simple reorganization through the separation of two equity blocks to be contributed to the subsidiaries Motored S.A. and Motorindustria S.A., including the determination of the date this will become effective. Change of the corporate name of Ferreyros S.A.A. to Ferreycorp S.A.A. and amendment of article 1 of its bylaws. Authorization for the subsidiary Motorindustria S.A. to from henceforth use the corporate name Ferreyros S.A. and to carry out a general amendment of its corporate bylaws    Management   No Action     For
  6   Amendment of articles 22, 27 and 40 of the corporate bylaws, in reference to the duties and authority of the general meeting of shareholders and of the Board of Directors, respectively, as a consequence of the simple reorganization    Management   No Action     For
  7   Delegation of authority to the Board of Directors related to the execution of the simple reorganization process, including the authority to make adjustments to the elements that are part of the equity block and in the net amount of the same and appointment of the attorney in fact who will approve the amendment of the corporate bylaws of Motorindustrias S.A., Ferreyros S.A    Management   No Action     For
  8   Approval so that individually both the Company and the subsidiary Motorindustrias S.A., Ferreyros S.A. can issue bonds, both on the local market and on the foreign one, through the placement of instruments representative of debt, corporate bonds and commercial paper, and delegation of authority to the Board of Directors    Management   No Action     Abstain
  9   Delegation of authority to sign the public and or private documents regarding the resolutions passed by this general meeting of shareholders    Management   No Action     For
    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT.IF YOUH-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares   Vote Date  

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   266,086     16-Mar-2012   16-Mar-2012
    PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD, BANG
  Security   Y7145P165    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   TH0355A10Z12    Agenda   703644852 - Management
  Record Date   15-Feb-2012    Holding Recon Date   15-Feb-2012
  City / Country   BANGKOK                     / Thailand    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   B1359J0 - B13B738 - B13JK44    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  cmmt    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 958715 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  cmmt    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING,WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To acknowledge the 2011 Performance Result and 2012 Work Plan of the Company   Non-Voting       None
     Comments-Non Voting Agenda Item
  2    To approve the 2011 financial statements   Management   For   For   For
  3    To approve the dividend payment for 2011 performance   Management   For   For   For
  4    To appoint the Auditor and consider the Auditor’s fees for year 2012   Management   For   For   For
  5.1    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Chakkrit Parapuntakul   Management   For   For   For
  5.2    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mrs. Varanuj Hongsaprabhas   Management   For   For   For
  5.3    To approve the appointment of new director in replacement of those who are due to retire by rotation: General Pornchai Kranlert   Management   For   For   For
  5.4    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Anon Sirisaengtaksin   Management   For   For   For
  5.5    To approve the appointment of new director in replacement of those who are due to retire by rotation: Mr. Prajya Phinyawat   Management   For   For   For
  6    To approve the directors’ and the sub- committees’ remuneration for year 2012   Management   For   For   For
  7    Other Matters (if any)   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   150,400     21-Mar-2012   21-Mar-2012
    ORGANIZACION DE INGENIERIA INTERNACIONAL SA
  Security   P7374F102    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   COF11PA00014    Agenda   703649256 - Management
  Record Date      Holding Recon Date   22-Mar-2012
  City / Country   BOGOTA                     / Colombia    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   B06MW70 - B247J14    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  I    Verification of the quorum   Management   For   For   For
  II    Election of the chairperson and secretary of the general meeting of shareholders   Management   For   For   For
  III    Approval of the agenda   Management   For   For   For
  IV    Report from the legal representative and from the management   Management   For   For   For
  V    Special report from the business group   Management   For   For   For
  VI    Review and approval of the financial statements to December 31, 2011   Management   For   For   For
  VII    Review and approval of the consolidated financial statements to December 31, 2011   Management   For   For   For
  VIII    Reading of the report from the auditor regarding the financial statements   Management   For   For   For
  IX    Designation of the auditor and establishment of compensation   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company    
  X    Proposals and various   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise    
  XI    Reading and approval of the minutes of the general meeting of shareholders   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   165,600     19-Mar-2012   19-Mar-2012
    PT BANK RAKYAT INDONESIA (PERSERO) TBK
  Security   Y0697U112    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   ID1000118201    Agenda   703655588 - Management
  Record Date   12-Mar-2012    Holding Recon Date   12-Mar-2012
  City / Country   JAKARTA                     / Indonesia    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   6709099 - B01Z5X1 - B1BJTH2    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   Approval of Annual Report including the ratification of Company’s Financial Report and the Board of Commissioners’ Supervisory Duties Report for the Financial Year of 2011    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company    
  2   Ratification of the Annual Report including the Financial Report of the Partnership and Community Development Program (Program Kemitraan dan Program Bina Lingkungan) for the Financial Year of 2011    Management   For   For   For
  3   Appropriation of the Company’s net profit for the Financial Year of 2011    Management   For   For   For
  4   Determination of salaries, honorarium, bonuses and other benefit for the Board of Directors and the Board of Commissioners    Management   For   For   For
  5.a   Appointment of Public Accountant Office to audit the Company’s Financial Report for the Financial Year of 2012    Management   For   For   For
  5.b   Appointment of Public Accountant Office to audit the Partnership and Community Development Program for the Financial Year of 2012    Management   For   For   For
  6   Approval of the change of the Company’s Article of Association    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company    
  7   Approval of the change of the Board of Directors and/or the Board of Commissioners    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company    
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   1,069,980     20-Mar-2012   20-Mar-2012
    GHABBOUR AUTO
  Security   M48217109    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   EGS673T1C012    Agenda   703655893 - Management
  Record Date      Holding Recon Date   26-Mar-2012
  City / Country   CAIRO             / Egypt             Blocking    Vote Deadline Date   20-Mar-2012
  SEDOL(s)   B1SVZ17 - B1Y9TD5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation


  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Approval of the Board of Directors report on the financial year ended 31-12-2011   Management   No Action     For
  2    Approval of the auditor’s report on the financial statement for financial year ended 31-12-2011   Management   No Action     For
  3    Approval of the financial statement of the financial year ended 31-12-2011   Management   No Action     For
  4    Approval of profit distribution for the financial year ended 31-12-2011   Management   No Action     Abstain
  5    Release the board members from their duties and liabilities for the financial year ended 31-12- 2011   Management   No Action     For
  6    Adoption of amendments to the membership of the board of directors   Management   No Action     For
  7    Adoption of the allowances have be given to the board members for attending their meetings during 2011   Management   No Action     Abstain
  8    Reappointing the auditors for a new financial year 2012 and deciding on their fees   Management   No Action     Abstain
  9    Authorizing the board of directors to sign meeting contracts during 2012   Management   No Action     Abstain
  10    Adoption of the donations given during 2011 and authorizing the board of directors to give donations during 2012   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   122,345     19-Mar-2012   19-Mar-2012
    GHABBOUR AUTO
  Security   M48217109    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   EGS673T1C012    Agenda   703655968 - Management
  Record Date      Holding Recon Date   26-Mar-2012
  City / Country   CAIRO                      / Egypt Blocking    Vote Deadline Date   20-Mar-2012
  SEDOL(s)   B1SVZ17 - B1Y9TD5    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Discussing how to deal with the companys treasury stocks   Management   No Action     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   122,345     19-Mar-2012   19-Mar-2012
    ALICORP SAA, LIMA
  Security   P0161K103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   PEP214001005    Agenda   703644523 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   CALLAO                      / Peru    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   2162834    Quick Code  

 

    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 958281 DUE TO CHANGE IN RE-CORD DATE AND CHANGE IN SEQUENCE OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PRE-VIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEET-ING NOTICE. THANK YOU.   Non-Voting       None


  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A PERMANENT POA OR MEETING SPECIFIC S-IGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR V-OTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIO- NS TO BE REJECTED. THE MEETING SPECIFIC POA MUST BE COMPLETED AND THE ORIGINAL-MUST BE SUBMITTED, 5 DAYS PRIOR TO CUTOFF DATE, AT 12:00 E.S.T. TO ATTN: STEP-HANIE PORCARI /AMELIA MENESES, CANAVAL Y MOREYRA 480, PISO 4, SAN ISIDRO, L-27-, LIMA - PERU. THIS DOCUMENT CAN BE RETRIEVED FROM THE HYPERLINK. IF YOU HAVE-ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 04 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK: https://materials.proxyvote.com/Approved/99999 Z-/19840101/NPS_113480.PDF   Non-Voting       None
  1    Review and approval of the annual report and individual and consolidated financial statements for the 2011 fiscal year   Management   No Action     For
  2    Designation of outside auditors for 2012   Management   No Action     Abstain
  3    Determination of the compensation of the members of the board of directors   Management   No Action     Abstain
  4    To vote regarding the allocation of profit   Management   No Action     For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE COMMENT.IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS Y-OU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   718,483     16-Mar-2012   16-Mar-2012
    CEMENTOS LIMA SAA, LIMA
  Security   P22385101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   30-Mar-2012
  ISIN   PEP239001006    Agenda   703639798 - Management
  Record Date   28-Mar-2012    Holding Recon Date   28-Mar-2012
  City / Country   LA VICTORIA                     / Peru    Vote Deadline Date   21-Mar-2012
  SEDOL(s)   2185648 - B2RH0Q3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A PERMANENT POA OR MEETING SPECIFIC-SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR-VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR- INSTRUCTIONS TO BE REJECTED. THE MEETING SPECIFIC POA MUST BE COMPLETED AND-THE ORIGINAL MUST BE SUBMITTED, 5 DAYS PRIOR TO CUTOFF DATE, AT 12:00 E.S.T.-TO ATTN: STEPHANIE PORCARI /AMELIA MENESES, CANAVAL Y MOREYRA 480, PISO 4,-SAN ISIDRO, L -27, LIMA - PERU. THIS DOCUMENT CAN BE RETRIEVED FROM THE-HYPERLINK. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:- https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_113480.PDF   Non-Voting       None
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 03 APR 2012 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN-VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  1    Annual report from the board of directors and financial statements for the 2011 fiscal year   Management   No Action     For
  2    Election of members of the board of directors   Management   No Action     Abstain
  3    Designation of outside auditors   Management   No Action     Abstain


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   718,880     21-Mar-2012   21-Mar-2012
    EQUITY BANK LTD, NAIROBI
  Security   V3254M104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   30-Mar-2012
  ISIN   KE0000000554    Agenda   703658623 - Management
  Record Date      Holding Recon Date   28-Mar-2012
  City / Country   TBD                     / Kenya    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   B0WCDV5 - B1B9GR1 - B45K745    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To read the notice convening the meeting   Management   For   For   For
  2    Adopt financial statements for year ended 31.12.2011   Management   For   For   For
  3    To approve final dividend of KES 1.00 per share   Management   For   For   For
  4.a    Re-election of Ernest Nzovu as a director   Management   For   For   For
  4.b    Re-election of Shem Migot as a director   Management   For   For   For
  4.c    Re-election of Helen Gichohi as a director   Management   For   For   For
  4.d    Re-election of Dennis Aluanga as a director   Management   Against   Against   For
  4.e    Re-election of David Raymond as a director   Management   For   For   Against
  5    Approve remuneration of directors for the year ending 31.12.2012   Management   For   For   For
  6    To note that Ernst and Young will continue as Auditors   Management   For   For   For
  7    A.O.B   Management   Against   Against   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   3,200,200     16-Mar-2012   20-Mar-2012
    CREDICORP LTD.
  Security   G2519Y108    Meeting Type   Annual
  Ticker Symbol   BAP    Meeting Date   30-Mar-2012
  ISIN   BMG2519Y1084    Agenda   933556423 - Management
  Record Date   13-Feb-2012    Holding Recon Date   13-Feb-2012
  City / Country                       / United States    Vote Deadline Date   29-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.    TO CONSIDER AND APPROVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011, INCLUDING THE REPORT OF THE INDEPENDENT AUDITORS OF THE COMPANY THEREON.   Management   For   For   For
  2.    TO DEFINE THE REMUNERATION OF DIRECTORS OF THE COMPANY AND OF DIRECTORS THAT PERFORM THE ROLE OF MEMBERS OR ADVISORS OF THE BOARD OF DIRECTORS’ COMMITTEES.   Management   For   For   For
  3.    TO APPOINT THE EXTERNAL AUDITORS OF THE COMPANY TO PERFORM SUCH SERVICES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2012 AND TO DEFINE THE FEES FOR SUCH AUDIT SERVICES.   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   19,400     29-Mar-2012   29-Mar-2012
    ISA INTERCONEXION ELECTRICA S.A. E.S.P.
  Security   45853N102    Meeting Type   Annual
  Ticker Symbol   IESFY    Meeting Date   30-Mar-2012
  ISIN   US45853N1028    Agenda   933560852 - Management
  Record Date   06-Mar-2012    Holding Recon Date   06-Mar-2012
  City / Country                       / United States    Vote Deadline Date   26-Mar-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  10.    APPROVAL OF ISA’S FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company    
  11.    APPROVAL OF THE PROJECT FOR DISTRIBUTION OF EARNINGS OF FISCAL YEAR 2011 TO ESTABLISH MANDATORY RESERVES, DECLARE DIVIDENDS AND ESTABLISH OCCASIONAL RESERVE FOR REINFORCEMENT OF EQUITY.   Management   For     For
  12.    ELECTION OF STATUTORY AUDITOR AND DETERMINATION OF FEES.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company    
  13.    ELECTION OF THE BOARD OF DIRECTORS.   Management   Abstain     Abstain
     Comments-Insufficient information provided by the Company    
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               


  1765024   HLF - Frontier EM  

1000-6

  NORTHERN TRUST COMPANY   4,900     26-Mar-2012   26-Mar-2012
    HOME PRODUCT CENTER PUBLIC CO LTD
  Security   Y32758115    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   04-Apr-2012
  ISIN   TH0661010015    Agenda   703655514 - Management
  Record Date   06-Mar-2012    Holding Recon Date   06-Mar-2012
  City / Country   BANGKOK / Thailand    Vote Deadline Date   28-Mar-2012
  SEDOL(s)   6418533 - B02WS21    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING,WE WILL VOTE THAT AGENDA AS ABSTAIN.    Non-Voting       None
    Comments-Non Voting Agenda Item
  1   To consider and approve the minutes of the extraordinary general meeting of the shareholders no.1/2011    Management   For   For   For
  2   To consider for acknowledgement the company’s operation results of the year 2011    Management   For   For   For
  3   To consider the approval of the balance sheet and profit and loss statements, including the auditors report of the year end as of 31st December 2011    Management   For   For   For
  4   To consider the approval of the dividend payment and the allocation of profit for the legal reserve fund for the year 2011    Management   For   For   For
  5   To consider and approve the decrease of the company’s registered capital by way of eliminating the 823,450 ordinary shares with the p/v of baht 1, remaining from the allocation of stock dividend per the resolution adopted from the EGM no.1/2011, and the amendment to article 4 of the memorandum of association in order to be in line with the decrease of registered capital    Management   For   For   For
  6.A   To consider the approval the appointment of the company’s director in place of the director who is retired by rotation: Mr.Naporn Soonthornchitcharoen    Management   For   For   For
  6.B   To consider the approval the appointment of the company’s director in place of the director who is retired by rotation: Mr.Rutt Phanijphand    Management   Against   Against   Against
    Comments-Other compensation issue; Affiliate/Insider on Compensation Committee; Insufficient Comp Comm Ind Requirement; Affiliate/Insider on NomGov Committee;
  6.C   To consider the approval the appointment of the company’s director in place of the director who is retired by rotation: Mr.Manit Udomkunnatum    Management   For   For   For
  6.D   To consider the approval the appointment of the company’s director in place of the director who is retired by rotation: Mr.Apilas Osatananda    Management   For   For   For
  7   To consider the approval the remuneration of directors for the year 2012    Management   For   For   For
  8   To consider the approval the payment of directors bonus for the year 2011    Management   Against   Against   Against
    Comments-Bonus payment is excessive
  9   To consider the approval the appointment of auditors and determination the auditing fee for the year 2012    Management   For   For   For
  10   Other businesses (if any)    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 6D.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item         
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   2,611,635     28-Mar-2012   29-Mar-2012
    THE SIAM COMMERCIAL BANK PUBLIC CO LTD    
  Security   Y7905M113    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Apr-2012
  ISIN   TH0015010018    Agenda   703653700 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   BANGKOK /Thailand    Vote Deadline Date   29-Mar-2012
  SEDOL(s)   5314041 - 6889935 - B01DQW1    Quick Code  
    Item   Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 956111 DUE TO ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
    Comments-Non Voting Agenda Item        


  CMMT   IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
    Comments-Non Voting Agenda Item        
  1   To consider and adopt the minutes of the extraordinary general meeting of shareholders no. 2/2011 held on 30 June 2011   Management   For   For   For
  2   To acknowledge the annual report of the board of directors   Management   For   For   For
  3   To consider and approve the financial statements for the year ended 31 December 2011   Management   For   For   For
  4   To consider and approve the allocation of profit from the bank’s operational results of year 2011 and the dividend payment   Management   For   For   For
  5   To consider and approve the distribution of directors’ remuneration for the year 2012 and the allocation of directors’ bonus for the year 2011   Management   For   For   For
  6.1   To consider and elect the director in replacement of those retired by rotation: Mr. Vichit Suraphongchai   Management   For   For   For
  6.2   To consider and elect the director in replacement of those retired by rotation: Mr. Bodin Asavanich   Management   For   For   For
  6.3   To consider and elect the director in replacement of those retired by rotation: Miss Supa Piyajitti   Management   For   For   For
  6.4   To consider and elect the director in replacement of those retired by rotation: Mr. Maris Samaram   Management   For   For   For
  6.5   To consider and elect the director in replacement of those retired by rotation: Assoc. Prof. Kulpatra Sirodom   Management   For   For   For
  7   To consider and appoint the auditors and fix the auditing fee   Management   For   For   For
  8   To consider and approve the acceptance of transfer of The Siam Industrial Credit Public Company Limited (“SICCO”)’s entire business   Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company        
  9   To consider and approve the delegation of power to the Executive Committee, the Chairman of Executive Committee, the President, or any other person to whom the Executive Committee, the Chairman of Executive Committee, or the President assigns, to proceed with any acts and things in relation to and/or in connection with the acceptance of transfer of the entire business of SICCO under the Business Transfer Plan approved by the BoT   Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company        
  10   To consider and approve the issuance and offering for sale of debentures   Management   For   For   For
  11   To consider and approve the amendment to clause 4 of the bank’s memorandum of association in order for it to be in line with the conversion of preferred shares into ordinary shares in the year 2011   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   151,300     27-Mar-2012   29-Mar-2012
    BANK AUDI SAL-AUDI SARADAR GROUP, BEIRUT
  Security   066705302    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   10-Apr-2012
  ISIN   US0667053021    Agenda   703681759 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country   TBD         / Lebanon         Blocking    Vote Deadline Date   27-Mar-2012
  SEDOL(s)   5338397 - B04NMG4 - B0PB5G8 - B28Y8S1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    The increase of the Bank’s Capital through the issuance of up to 2,000,000 Preferred Shares (pursuant to Lebanese Law No 308/2001) and the determination of their terms and conditions   Management   For   For   For
  2    The listing of such newly-issued Preferred Shares on the Beirut Stock Exchange   Management   For   For   For
  3    The amendment of the Bank’s By-Laws, including, in particular, Article 6 and Article 8 thereof, in order to reflect the actions described in items 1 and 2 above   Management   For   For   For
  4    The submission of the actions described in items 1-3 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council   Management   For   For   For
  5    The granting to the Chairman of the necessary powers to seek required approvals, to set deadlines and to perform all other procedures and acts in pursuit of all of the foregoing resolutions   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   82,390     02-Apr-2012   02-Apr-2012
    BANK AUDI SAL-AUDI SARADAR GROUP, BEIRUT
  Security   066705302    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   10-Apr-2012


  ISIN   US0667053021    Agenda   703694477 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country   BAB IDRISS                     / Lebanon    Vote Deadline Date   27-Mar-2012
  SEDOL(s)   5338397 - B04NMG4 - B0PB5G8 - B28Y8S1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approve Financial Statements and Discharge of Directors   Management   Abstain   Against   Abstain
     Comments-Audited financial statements not disclosed
  2    Approve Allocation of Income   Management   For   For   For
  3    Approve Dividends   Management   For   For   For
  4    Ratify Loans Granted to Related Parties During Fiscal 2011   Management   For   For   For
  5    Authorize Loans to Be Granted to Related Parties During Fiscal 2012   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    Ratify Related Party Transactions Conducted with Directors During Fiscal 2011 Authorize Such Transactions to Be Conducted in Fiscal 2012   Management   For   For   For
  7    Confirm Responsibilities of Certain Board Members Determine Their Fixed and Performance Related Remuneration in Respect of Such Responsibilities   Management   For   For   For
  8    Allow Directors to Serve on Board of Other Companies   Management   For   For   For
  9    Elect Director   Management   For   For   For
  10    Ratify Auditors and Fix Their Remuneration   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   82,390     04-Apr-2012   04-Apr-2012
    ARAB POTASH, AMMAN
  Security   M1461V107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Apr-2012
  ISIN   JO4104311017    Agenda   703695253 - Management
  Record Date   11-Apr-2012    Holding Recon Date   11-Apr-2012
  City / Country   MEREIDIEN HOTEL                     / Jordan    Vote Deadline Date   02-Apr-2012
  SEDOL(s)   6050690 - B2R5G70    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    The Minutes of the previous General Assembly Meeting   Management   For   For   For
  2    The Board of Directors Report regarding the company’s business for the year 2011 and its future plan   Management   For   For   For
  3    The independent Auditor’s Report   Management   For   For   For
  4    The Consolidated Statement of Financial Position, the Consolidated Income Statement and Other Consolidated Financial Statements   Management   For   For   For
  5    The rate of dividends distribution   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    Electing new Board of Directors for the next term   Management   For   For   For
  7    Electing the independent Auditor for the fiscal year ending December 31, 2012 and determining their fees   Management   For   For   For
  8    Any other matters   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   5,993     04-Apr-2012   09-Apr-2012
    DUBAI FINANCIAL MARKET P.J.S.C, DUBAI
  Security   M28814107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-Apr-2012
  ISIN   AED000901010    Agenda   703686684 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   DUBAI                     / United Arab Emirates    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B1GPBP7    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1    Hear and ratify the board of directors report of the company’s performance and its financial position for the fiscal year ending 31122011   Management   For   For   For
  2    Hear and ratify the external auditors report for the fiscal year ending 31122011   Management   For   For   For
  3    Discuss and ratify the Company’s statement of financial position and income statement for the fiscal year ending 31122011   Management   For   For   For
  4    Hear and ratify the Sharia and Fatwa supervisory board report for the fiscal year ending 31122011   Management   For   For   For
  5    Appoint external auditors for the fiscal year 2012 and determine their professional fees   Management   For   For   For
  6    Discharge members of the board of directors and the external auditors from their liabilities for the fiscal year ending 31122011 or consider any legal action if necessary   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   1,874,510     05-Apr-2012   06-Apr-2012
    DRAGON OIL PLC, DUBLIN
  Security   G2828W132    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Apr-2012
  ISIN   IE0000590798    Agenda   703668751 - Management
  Record Date      Holding Recon Date   16-Apr-2012
  City / Country   LONDON                     / Ireland    Vote Deadline Date   11-Apr-2012
  SEDOL(s)   0059079 - 5323218 - 7578384 - B01ZKJ2 - B3K6LH2    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the financial statements for the year ended 31 December 2011   Management   For   For   For
  2    To declare a dividend   Management   For   For   For
  3.a    To re-elect Mr. Mohammed Al Ghurair as a Director   Management   For   For   For
  3.b    To re-elect Dr. Abdul Jaleel Al Khalifa as a Director   Management   For   For   For
  3.c    To re-elect Mr Nigel McCue as a Director   Management   For   For   For
  3.d    To re-elect Ahmad Sharaf as a Director   Management   For   For   For
  3.e    To re-elect Ahmad Al Muhairbi as a Director   Management   For   For   For
  3.f    To re-elect Saeed Al Mazrooei as a Director   Management   For   For   For
  3.g    To re-elect Thor Haugnaess as a Director   Management   For   For   For
  4    To receive the Directors’ Remuneration report for the year ended 31 December 2011   Management   Against   Against   Against
     Comments-No performance metrics or limits disclosed; poor overall structure/disclosure
  5    To authorise the Directors to fix the Auditors’ remuneration   Management   For   For   For
  6    To authorise general meetings outside the Republic of Ireland   Management   For   For   For
  7    To authorise the calling of general meetings on not less than 14 days’ notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  8    To authorise the Directors to allot equity securities   Management   For   For   For
  9    To authorise the repurchase of the Company’s shares   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 3C.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   30,390     11-Apr-2012   17-Apr-2012
    MOLINOS RIO DE LA PLATA SA MOLI
  Security   P68925133    Meeting Type   MIX
  Ticker Symbol      Meeting Date   18-Apr-2012
  ISIN   ARP689251337    Agenda   703669121 - Management
  Record Date      Holding Recon Date   16-Apr-2012
  City / Country   BUENOS AIRES         / Argentina        Blocking    Vote Deadline Date   04-Apr-2012
  SEDOL(s)   2598569 - B0G11R0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE BE ADVISED THAT IN ORDER TO PERMIT FOREIGN SHAREHOLDERS TO PARTICIPATE-IN SHAREHOLDERS’ MEETINGS, ARGENTINEAN COMPANIES MAY REQUEST FOREIGN-SHAREHOLDERS TO PROVIDE PROOF OF THEIR REGISTRATION AT THE SUPERINTENDENCY OF- CORPORATIONS INSPECCION GENERAL DE JUSTICIA .   Non-Voting       None
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 18 APR 2012 AT 1200 HRS. CONSEQUENTLY, YOUR VOTING- INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.- PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS-MET OR THE MEETING IS CANCELLED. THANK YOU.   Non-Voting       None
  1    Designation of two shareholders to approve and sign the general meeting minutes   Management   No Action     For


  2    Consideration of the annual report, the balance sheet, the income statement, the statement of the evolution of equity, the cash flow statement, the inventory, notes, appendices, consolidated financial statements, report from the oversight committee and report from the auditor regarding the financial statements for fiscal year number 82 which ended on December 31, 2011, the additional information in accordance with the terms of article 68 of the Buenos Aires Stock Exchange listing regulations and the informative summary required by the rules of the national securities commission. consideration of the allocation of the result from the fiscal year and of the accumulated balances of the unassigned results account. approval of the term in office of the board of directors and of the oversight committee of the company   Management   No Action     For
  3    Imputation of the deferred tax liability originating in the application of the inflation adjustment to the capital adjustment account, in accordance with national securities commission regulation number 592   Management   No Action     For
  4    Consideration of the remuneration for the board of directors, for the oversight committee and for the outside auditors of the company for the fiscal year that ended on December 31, 2011   Management   No Action     For
  5    Determination of the number of full and alternate members of the board of directors. Authorization for the board of directors to pay advances on compensation to the members of the board of directors until the general meeting that considers the next financial statements   Management   No Action     Abstain
  6    Consideration of the allocation of a budget amount for the functioning of the audit committee   Management   No Action     For
  7    Election of full and alternate members of the board of directors to fill the appropriate vacant positions. Election of full and alternate members of the oversight committee   Management   No Action     Abstain
  8    Designation of the full and alternate outside auditor who will audit the financial statements for the fiscal year that began on January 1, 2012, and determination of his or her compensation   Management   No Action     For
  9    Authorization to take the steps and make the presentations necessary to obtain the appropriate registrations   Management   No Action     For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE FROM OGM TO-MIX. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F-ORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   133,149     03-Apr-2012   16-Apr-2012
    HALYK SAVINGS BANK OF KAZAKHSTAN OJSC, ALMATY
  Security   46627J302    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Apr-2012
  ISIN   US46627J3023    Agenda   703675720 - Management
  Record Date   19-Mar-2012    Holding Recon Date   19-Mar-2012
  City / Country   ALMATY                     / Kazakhstan    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B1KDG41 - B1L9BP4 - B50LL82    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    To approve JSC Halyk Bank’s annual financial statements for the year ended 31 December 2011 together with the independent auditor’s report   Management   For   For   For
  2    To approve the following distribution of net income of JSC Halyk Bank received by the Bank from its operations in 2011: 1) part of net income amounting to KZT 5,242,737,722.88 (five billion two hundred forty two million seven hundred thirty seven thousand seven hundred twenty two tenge eighty eight tiyn) to be allocated for payment of dividends on preferred shares of JSC Halyk Bank (NIN KZ1P33870117) and preferred shares convertible to common shares of JSC Halyk Bank (NIN KZ1P33870216), in the amount stipulated by Prospectus on issue of shares of JSC Halyk Bank and in the order stipulated by the authorized body of JSC Halyk Bank (including the amount of taxes payable under the legislation of the Republic of Kazakhstan); 2) to allocate part of net income amounting to 3,307,581,000 (three billion three hundred seven CONTD   Management   For   For   For


  CONT    CONTD million five hundred eighty one thousand tenge) to increase reserve-capital of JSC Halyk Bank subject to minimum reserve capital not less than-the sum of the following: actual reserve capital which was formed in the-previous reporting period; part of the Bank’s retained earnings before-payment of dividends on common shares which is equal to multiplication of the-Bank’s retained earnings before payment of dividends on common shares by the-ratio of growth of assets and contingent liabilities, which are subject to-classification, for the previous year to the amount of assets and contingent-liabilities, which are subject to classification, as of the beginning of the-previous year but not less than 0.1 and not more than 1. The amount of net- income to be allocated to increase reserve capital complies with the CONTD   Non-Voting       None
     Comments-Non Voting Agenda Item
  CONT    CONTD requirement of the Resolution of the Agency of the Republic of-Kazakhstan on Regulation and Supervision of Financial Market and Financial-Organizations Number 196 dated 28 August 2009 “On approval of minimum amount-of reserve capital for commercial banks”; 3) not to pay dividends on common-shares of JSC Halyk Bank as per results of operations of JSC Halyk Bank for-2011; 4) the remaining part of net income to be allocated to retained-earnings   Non-Voting       None
     Comments-Non Voting Agenda Item
  3    To approve Deloitte, LLP as audit company conducting audit of JSC Halyk Bank’s operations for 2012   Management   For   For   For
  4    To take into consideration of the Annual General Shareholders’ Meeting the report of the Board of Directors of JSC Halyk Bank on its activities for 2011 and acknowledge the performance of the Board of Directors and execution of functions by the members of the Board of Directors as positive   Management   For   For   For
  5    To determine the amount and terms of payment of expenses to the members of the Board of Directors for execution of their responsibilities as presented for the consideration of the Annual General Shareholders’ Meeting   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    To approve the amendments and supplements to the Charter of JSC Halyk Bank as presented for the consideration of the Annual General Shareholders’ Meeting. To delegate the authority to sign the amendments and supplements to the Charter of JSC Halyk Bank to Mrs. R. Dauletova, the shareholder of the Bank   Management   For   For   For
  7    To approve the amendments and supplements to the Corporate Governance Code of JSC Halyk Bank as presented for the consideration of the Annual General Shareholders’ Meeting   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  8    To approve the amendments and supplements to the Terms of the Board of Directors of JSC Halyk Bank as presented for the consideration of the Annual General Shareholders’ Meeting   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  9    To approve the amendments and supplements to the Redemption price estimation methodology of JSC Halyk Bank as presented for the consideration of the Annual General Shareholders’ Meeting   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  10    To take into consideration of the Annual General Shareholders’ Meeting the information on the amount and structure of remuneration of the members of the Board of Directors and the Management Board of JSC Halyk Bank   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  11    To take into consideration of the Annual General Shareholders’ Meeting the information with regard to shareholder’s appeals to actions of JSC Halyk Bank and its officials and the results of such consideration   Management   For   For   For
  12    To approve the number of members of the Counting Board of JSC Halyk Bank - 5 (five) persons; To approve the term of the Counting Board of JSC Halyk Bank - 2 (two) years, expiring as of the moment of re-election of the members of the Counting Board by the annual general shareholders’ meeting; To elect the following persons as the members of the Counting Board of JSC Halyk Bank: Ilmira Razumova (Chairperson of the Counting Board); Yelena Khmyz; Gabbas Ilyussinov; Gulziya Madazimova; Nazgul Shakirova   Management   For   For   For


 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   95,199     03-Apr-2012   05-Apr-2012
    ORIENTAL WEAVERS GROUP
  Security   M7558V108    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   19-Apr-2012
  ISIN   EGS33041C012    Agenda   703676708 - Management
  Record Date      Holding Recon Date   17-Apr-2012
  City / Country  

CAIRO                    / Egypt

Blocking

   Vote Deadline Date   11-Apr-2012
  SEDOL(s)   6000071 - 6725794    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Approve BOD report for the company’s activity for fiscal year ended in 31.December.2011   Management   No Action     For
  2    Financial auditor report for fiscal year ended in 31.December.2011   Management   No Action     Abstain
  3    Approve the company financial statements for fiscal year ended in 31.December.2011   Management   No Action     Abstain
  4    Approve suggested profit distribution   Management   No Action     For
  5    Determine bonuses and allowances for the BOD members   Management   No Action     Abstain
  6    Release the BOD responsibilities for fiscal year ended in 31.December.2011   Management   No Action     Abstain
  7    Hiring financial auditors for fiscal year ending 31.December.2012 and determining their fees   Management   No Action     Abstain
  8    Approve donations took place in fiscal year ended 31.December.2011 and donations that will take place in fiscal year ending 31.December.2012   Management   No Action     For
  9    Assign BOD for new session   Management   No Action     Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   184,784     10-Apr-2012   10-Apr-2012
    HALYK SAVINGS BANK OF KAZAKHSTAN OJSC, ALMATY
  Security   46627J302    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   19-Apr-2012
  ISIN   US46627J3023    Agenda   703720157 - Management
  Record Date   19-Mar-2012    Holding Recon Date   19-Mar-2012
  City / Country   ALMATY / Kazakhstan    Vote Deadline Date   05-Apr-2012
  SEDOL(s)   B1KDG41 - B1L9BP4 - B50LL82    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 20 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.    Non-Voting       None
  CMMT   PLEASE NOTE THAT THE BELOW RESOLUTION IS AN ADDITIONAL ITEM FOR THE JOB UNDER-MID: 959686.    Non-Voting       None
  2.1   To increase reserve capital of JSC Halyk Bank by the amount of KZT 258,408,000 (two hundred fifty eight million four hundred eight thousand tenge) from retained earnings of previous years and form it in the amount of KZT 48,482,247,000 (forty eight billion four hundred eighty two million two hundred forty seven thousand tenge) taking into account voting results on the second item of the agenda of this General Shareholders’ Meeting    Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   95,199     13-Apr-2012   16-Apr-2012
    EL SEWEDY CABLES
  Security   M398AL106    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   22-Apr-2012
  ISIN   EGS3G0Z1C014    Agenda   703706486 - Management
  Record Date      Holding Recon Date   19-Apr-2012
  City / Country  

CAIRO                    / Egypt

Blocking

   Vote Deadline Date   13-Apr-2012
  SEDOL(s)   B15Q010    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  1    Approval of the board of directors report on the financial year ended 31-12-2011   Management   No Action     For
  2    Approval of the auditors report on the financial statement for financial year ended 31-12-2011   Management   No Action     For
  3    Approval of the financial statement of the financial year ended 31-12-2011   Management   No Action     For
  4    Approval of the netting contracts signed between the company and other related companies for the year 2011 and authorizing the board of directors to sign netting contacts during 2012   Management   No Action     For
  5    Approval of profit distribution for the financial year ended 31-12-2011   Management   No Action     For
  6    Release the board members from their duties and liabilities for the financial year ended 31-12- 2011   Management   No Action     For
  7    Deciding on the allowances to be given to the board members for attending their meetings   Management   No Action     Abstain
  8    Re-appointing the auditors for a new financial year 2012 and deciding on their fees   Management   No Action     Abstain
  9    Adoption of the donations given during 2011 and authorizing the board of directors to give donations during 2012   Management   No Action     For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   101,338     11-Apr-2012   11-Apr-2012
    THAI VEGETABLE OIL PUBLIC CO LTD
  Security   Y9013V159    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   24-Apr-2012
  ISIN   TH0209010Z15    Agenda   703634659 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   BANGKOK                     / Thailand    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   6397698 - B030BB4 - B2R7S81    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 956930 DUE TO INTERCHANGE-OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.    Non-Voting       None
    Comments-Non Voting Agenda Item
  1   To approve the minute of 2011 annual general meeting of shareholders which was held on April 25, 2011    Management   For   For   For
  2   To report the 2011 company’s operational performance    Management   For   For   For
  3   To approve the financial statements, as ended December 31, 2011    Management   For   For   For
  4   To approve the 2011 dividend payment    Management   For   For   For
  5.1   To elect director replace the directors whom retiring on rotation: Mr. Sompol Kiatphaibool    Management   For   For   For
  5.2   To elect director replace the directors whom retiring on rotation: Dr. Suvit Maesincee    Management   For   For   For
  5.3   To elect director replace the directors whom retiring on rotation: Mr.Vichai Vitayathanagorn    Management   For   For   For
  5.4   To elect director replace the director whom retiring on rotation: Mr.Somsak Sivanawin    Management   For   For   For
  6   To approve the 2011 remuneration for directors    Management   For   For   For
  7   To approve the appointment of auditors and their remuneration for 2012    Management   For   For   For
  8   Others issues, (if any)    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   874,600     16-Apr-2012   17-Apr-2012
    MAROC TELECOM, MAROC    
  Security   F6077E108   Meeting Type   MIX
  Ticker Symbol     Meeting Date   24-Apr-2012
  ISIN   MA0000011488   Agenda   703696495 - Management
  Record Date     Holding Recon Date   20-Apr-2012
  City / Country   TBD                     / Morocco Blocking   Vote Deadline Date   12-Apr-2012
  SEDOL(s)   B04SJM4 - B04SNG6 - B058XG5 - B05PZC6 - B171GP9 - B171GR1 - B290YH9   Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  A.1    Approval of the annual reports and the individual financial statements for the fiscal year ended December 31, 2011   Management   No Action     Abstain
  A.2    Approval of the consolidated financial statements for the fiscal year ended December 31, 2011   Management   No Action     Abstain
  A.3    Approval of related party agreements referred to in the special report of the statutory auditors   Management   No Action     Abstain
  A.4    Appropriation of net income and payment of the dividend   Management   No Action     For
  A.5    Ratification of the cooptation of Mr. Nizar Baraka as member of the supervisory board   Management   No Action     For
  A.6    Ratification of the cooptation of Mr. Mohand Laenser as member of the supervisory board   Management   No Action     For
  A.7    Authorization granted to the management board for the purpose of issuing bonds and similar securities   Management   No Action     For
  A.8    Repeal of the share buyback program in progress and authorization granted to the management board regarding a share buyback program   Management   No Action     For
  E.9    Authorization granted to the management board for the purpose of issuing call options or subscription of company shares   Management   No Action     For
  E.10    Authorization granted to the management board for the purpose of issuing ordinary shares or securities giving immediate and/or future shares that are or will be issued as a capital increase with or without preferential subscription rights   Management   No Action     Against
  E.11    Powers to effect formalities   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   37,890     11-Apr-2012   11-Apr-2012
    ACCESS BANK NIGERIA PLC
  Security   V0014P104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   NGACCESS0005    Agenda   703679425 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   LAGOS                                     / Nigeria    Vote Deadline Date   16-Apr-2012
  SEDOL(s)   6222808    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the audited financial statement for the year ended December 31, 2011 and the reports of the directors, auditor and audit committee thereon   Management   For   For   For
  2    To declare a final dividend of 30 kobo per ordinary share for the year ended December 31, 2011   Management   For   For   For
  3    To re-elect Mr. Emmanuel Ciejina as a non- executive director   Management   For   For   For
  4    To re-elect Mr. Oritsedere Samuel Otubu as a non-executive director   Management   Against   Against   Against
     Comments-Related-Party Transactions
  5    To elect Mrs Anthonia Olufeyikemi Ogunmefun, who was appointed a non-executive director by the board since the last annual general meeting   Management   For   For   For
  6    To elect Mr. Victor Etuokwu, who was appointed an executive director by the board since the last annual general meeting   Management   For   For   For
  7    To re-appoint KPMG Professional Services as the auditor to the company from the end of the annual general meeting until the end of the next year’s annual general meeting   Management   For   For   For
  8    To authorise the directors to fix the remuneration of the auditor   Management   For   For   For
  9    To elect and re elect members of the audit committee   Management   For   For   For
  10    That the directors fee for the financial year ending December 31,2012 be and is hereby fixed at N41,500,000.00 ( forty one million five hundred thousand naira only)   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   42,907,331     16-Apr-2012   16-Apr-2012
    NATION MEDIA GROUP LTD
  Security   V6668H108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   KE0000000380    Agenda   703736908 - Management
  Record Date      Holding Recon Date   25-Apr-2012
  City / Country   NAIROBI / Kenya    Vote Deadline Date   13-Apr-2012
  SEDOL(s)   6636261 - B412FL8 - B4RN924 - B63LXT1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive financial statements for year ended 31.12.2011 and chairman and auditors’ report   Management   For   For   For
  2    To confirm payment of interim dividend of KES 1.50 per share (60 Percent). Approve payment of final dividend of 6.50 per share (260 percent) on ordinary share capital for year ended 31.12.11   Management   For   For   For


  3    To confirm PricewaterhouseCoopers continue in office as the Auditors and to authorize the directors to fix remuneration   Management   For   For   For
  4(i)    To elect and re-elect Director: DR. S. Kagugube   Management   For   For   For
  4(ii)    To elect and re-elect Director: Mr. A. Salkekd   Management   For   For   For
  4iii    To elect and re-elect Director: Mr. D. Aluanga   Management   For   For   For
  4(iv)    To elect and re-elect Director: Mr A. Poonawala   Management   For   For   For
  4(v)    To elect and re-elect Director: Mr G Wilkinson   Management   For   For   For
  5    To approve an increase of 10 percent on the non- executive directors remuneration   Management   For   For   For
  6(i)    That Prof. L Huebner to be reelected as director for a further period of one year   Management   For   For   For
  6(ii)    Amendment of the Company’s Articles of Association by introduction of a new Article 148(b)   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   374,240     23-Apr-2012   26-Apr-2012
    ARABTEC HOLDING S.A.L.
  Security   M1491G104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Apr-2012
  ISIN   AEA001501013    Agenda   703681646 - Management
  Record Date   26-Apr-2012    Holding Recon Date   26-Apr-2012
  City / Country   DUBAI                     / United Arab Emirates    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   B02PY44 - B0LWKQ0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Discuss and approve the board of directors report concerning the companys activities and financial status for the year ended 31122011   Management   For   For   For
  2    Discuss and approve the auditors report for the year ended 31122011   Management   For   For   For
  3    Discuss and approve the companys balance sheet and profit and loss account for the fiscal year ended 31122011   Management   For   For   For
  4    Release the board of directors and the auditors from any liability for the fiscal year ended 31122011   Management   For   For   For
  5    Appoint the auditors for the year 2012 and determine their fees   Management   For   For   For
  6    Discuss the payment of a dividend through issuance of bonus shares equivalent to 5 percent of the companys present capital and a payment of 5 fils per share of the company’s present capital as cash dividend for the year ended 31122011   Management   For   For   For
  7    Discuss the board of directors fees for the financial year ending 31122011   Management   For   For   For
  8    Election of board members   Management   Against   Against   Against
     Comments-Insufficiently independent board        
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   1,020,087     19-Apr-2012   20-Apr-2012
    DP WORLD, DUBAI
  Security   M2851K107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   30-Apr-2012
  ISIN   AEDFXA0M6V00    Agenda   703697512 - Management
  Record Date   10-Apr-2012    Holding Recon Date   10-Apr-2012
  City / Country   DUBAI                     / United Arab Emirates    Vote Deadline Date   16-Apr-2012
  SEDOL(s)   B291WY5 - B29MP50 - B29W613 - B403NL8 - B4KZT61    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    That the Company’s annual accounts for the financial year ended 31 December 2011 together with the auditors’ report on those accounts be approved   Management   For   For   For
  2    That a final dividend be declared of 24 US cents per share in respect of the year ended 31 December 2011 payable to shareholders on the register at the close of business on 10 April 2012   Management   For   For   For
  3    That Sultan Ahmed Bin Sulayem be re-appointed as a director of the Company   Management   For   For   For
  4    That Jamal Majid Bin Thaniah be re-appointed as a director of the Company   Management   For   For   For
  5    That Mohammed Sharaf be re-appointed as a director of the Company   Management   For   For   For
  6    That Sir John Parker be re-appointed as a director of the Company   Management   For   For   For
  7    That Yuvraj Narayan be re-appointed as a director of the Company   Management   For   For   For
  8    That David Williams be re-appointed as a director of the Company   Management   For   For   For
  9    That Cho Ying Davy Ho be re-appointed as a director of the Company   Management   For   For   For
  10    That Deepak Parekh be re-appointed as a director of the Company   Management   For   For   For
  11    That KPMG LLP be re-appointed as independent auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid   Management   For   For   For


  12    That the directors be generally and unconditionally authorised to determine the remuneration of KPMG LLP   Management   For   For   For
  13    That the directors be generally and unconditionally authorised to allot and issue Relevant Securities as set out in the Notice of Meeting   Management   For   For   For
  14    That the Company be generally and unconditionally authorised to make one or more market purchases of its ordinary shares as set out in the Notice of Meeting   Management   For   For   For
  15    That the directors be generally and unconditionally authorised to allot Equity securities pursuant to the general authority conferred by Resolution 13 as if Article 7 (Pre-emption rights) of the Articles did not apply to such allotment as set out in the Notice of Meeting   Management   For   For   For
  16    That the Company be generally and unconditionally authorised to reduce its share capital by cancelling any or all of the ordinary shares purchased by the Company pursuant to the general authority to make market purchases conferred by Resolution 14 as set out in the Notice of Meeting   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   62,000     17-Apr-2012   18-Apr-2012
    ORASCOM TELECOM HOLDING, CAIRO
  Security   68554W205    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   03-May-2012
  ISIN   US68554W2052    Agenda   703728052 - Management
  Record Date   04-Apr-2012    Holding Recon Date   04-Apr-2012
  City / Country   CAIRO                     / Egypt    Vote Deadline Date   19-Apr-2012
  SEDOL(s)   4007739 - B012D49 - B0218M8    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   Ratification and approval of the BOD’S report on the Company’s activity during the fiscal year ended December 31, 2011    Management   No Action     For
  2   Approval of the financial statements of the fiscal year ended December 31, 2011, and ratification of the general balance-sheet and the profits and loss accounts of the fiscal year ended December 31, 2011    Management   No Action     For
  3   Ratification of the Auditor’s report of the fiscal year ended December 31, 2011    Management   No Action     For
  4   Consideration of the proposal made regarding the distribution of profits of the fiscal year ended December 31, 2011    Management   No Action     For
  5   Discharging the Chairman and the Board Members regarding the fiscal year ended December 31, 2011    Management   No Action     For
  6   Approval and specification of the BM’s compensation and allowances regarding the fiscal year ending December 31, 2012    Management   No Action     Abstain
  7   Appointment of the Company’s Auditor during the year ending December 31, 2012, and determining his annual professional fees    Management   No Action     Abstain
  8   Approving the suggested related parties’ agreements with the Company    Management   No Action     Abstain
  9   Approval and recognition of the donations made during the fiscal year 2011, and authorization of the BOD to make donations during the fiscal year 2012    Management   No Action     For
  10   Delegation of the BOD to conclude loans and mortgages and to issue securities for lenders regarding the Company and its subsidiaries and affiliates    Management   No Action     For
  11   Consideration of the approval of the amendments introduced to the BOD’S constitution    Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   106,769     19-Apr-2012   19-Apr-2012
    KATANGA MINING LTD
  Security   485847107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   CA4858471077    Agenda   703729989 - Management
  Record Date   09-Apr-2012    Holding Recon Date   09-Apr-2012
  City / Country   ONTARIO / Canada    Vote Deadline Date   03-May-2012
  SEDOL(s)   B4KK7L7 - B4Y0SQ5 - B6SCN55    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred  Provider
Recommendation
  CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’- ONLY FOR RESOLUTION NUMBERS “a AND b.1 TO b.6”. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item         
  a   In respect of the appointment of auditors: Deloitte AG    Management   For   For   For
  b.1   In respect of the election of proposed director: Cornelis Erasmus    Management   Against   Against   Against
    Comments-Affiliate/Insider on Audit Committee         


  b.2    In respect of the election of proposed director: Aristotelis Mistakidis   Management   For   For   For
  b.3    In respect of the election of proposed director: Terry Robinson   Management   For   For   For
  b.4    In respect of the election of proposed director: Jeff Best   Management   For   For   For
  b.5    In respect of the election of proposed director: Hugh Stoyell   Management   For   For   For
  b.6    In respect of the election of proposed director: Robert Wardell   Management   Against   Against   Against
     Comments-Director Serves on Excessive Audit Committees        
  c    On such other business as may properly come before the Meeting   Management   Against   Against   Against
     Comments-Granting unfettered discretion is unwise
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   534,375     02-May-2012   03-May-2012
    PETROMINERALES LTD
  Security   71673R107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   10-May-2012
  ISIN   CA71673R1073    Agenda   703747141 - Management
  Record Date   02-Apr-2012    Holding Recon Date   02-Apr-2012
  City / Country   BOGOTA / Canada    Vote Deadline Date   04-May-2012
  SEDOL(s)   B3QC1K7 - B3XJJK7 - B5LTWY8 - B627GS0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS “3 AND 4” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR- RESOLUTION NUMBERS “1.1 TO 1.7 AND 2”. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.1    Election of Director: Alastair Macdonald   Management   Against   Against   Against
     Comments-Affiliate/Insider on Audit Committee; Affiliate/Insider on Compensation Committee        
  1.2    Election of Director: Kenneth R. Mckinnon   Management   For   For   For
  1.3    Election of Director: Jerald L. Oaks   Management   For   For   For
  1.4    Election of Director: Ernesto Sarpi   Management   For   For   For
  1.5    Election of Director: E. Umana-Valenzuela   Management   For   For   For
  1.6    Election of Director: John D. Wright   Management   Against   Against   Against
     Comments-Director Serves on Too Many Boards; Vote Results not Fully Disclosed        
  1.7    Election of Director: Geir Ytreland   Management   For   For   For
  2    To appoint Deloitte & Touche LLP, Chartered Accountants as auditors of the corporation for the ensuing year and authorizing the directors to fix their remuneration   Management   For   For   For
  3    To consider and, if thought fit, pass an ordinary resolution of the shareholders approving amendments to the corporation’s stock option plan   Management   For   For   For
  4    To consider and, if thought fit, pass an ordinary resolution of the shareholders approving all unallocated options under the corporation’s stock option plan   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   37,400     03-May-2012   04-May-2012
    KAZAKHMYS PLC, LONDON
  Security   G5221U108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   11-May-2012
  ISIN   GB00B0HZPV38    Agenda   703717388 - Management
  Record Date      Holding Recon Date   09-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   04-May-2012
  SEDOL(s)   B0HZPV3 - B0LYS62 - B0N0QR5 - B40Z507 - B4NH652 - B4ZJ4V8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the Directors’ and auditors’ reports and the accounts of the Company for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend of 20.0 US cents per Ordinary Share   Management   For   For   For
  3    To approve the Directors’ Remuneration Report for the year ended 31 December 2011   Management   For   For   For
  4    To elect Charles Watson as a Director having been appointed to the Board since the last annual general meeting   Management   For   For   For
  5    To re-elect Vladimir Kim as a Director   Management   For   For   For
  6    To re-elect Oleg Novachuk as a Director   Management   For   For   For
  7    To re-elect Eduard Ogay as a Director   Management   For   For   For
  8    To re-elect Philip Aiken as a Director   Management   For   For   For
  9    To re-elect Clinton Dines as a Director   Management   For   For   For
  10    To re-elect Simon Heale as a Director   Management   For   For   For
  11    To re-elect Lord Renwick as a Director   Management   For   For   For
  12    To re-elect Daulet Yergozhin as a Director   Management   For   For   For
  13    To re-appoint Ernst & Young LLP as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company   Management   For   For   For


  14    To authorise the Directors to set the remuneration of the auditors   Management   For   For   For
  15    Authority to allot shares   Management   For   For   For
  16    Disapplication of pre-emption rights   Management   For   For   For
  17    Authority to purchase own shares   Management   For   For   For
  18    To permit the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  19    To resolve that the waiver granted by the Panel of the obligation which may otherwise arise, pursuant to Rule 9 of the Code, for the Concert Party (or any person with whom the Concert Party is acting in concert) to make a general offer to the other Shareholders for all of their Ordinary Shares as a result of the vesting of Ordinary   Management   For   For   For
     Shares to LTIP Participants pursuant to the LTIP Awards, that could potentially increase the Concert Party’s interest in Ordinary Shares from approximately 35.68 per cent. of the voting share capital of the Company to a maximum of approximately 39.11 per cent. of the voting share capital be and is hereby approved        
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   58,220     03-May-2012   04-May-2012
    HIKMA PHARMACEUTICALS PLC, LONDON
  Security   G4576K104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   GB00B0LCW083    Agenda   703728874 - Management
  Record Date      Holding Recon Date   15-May-2012
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   10-May-2012
  SEDOL(s)   B0LCW08 - B0PPDL1 - B0TM846 - B0YMV42    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the accounts for the financial year ended 31 December 2011, together with the reports of the directors and auditors thereon   Management   For   For   For
  2    To declare a final dividend on the ordinary shares of 7.5 cents per ordinary share in respect of the year ended 31 December 2011   Management   For   For   For
  3    To reappoint Deloitte LLP as auditors of the Company   Management   For   For   For
  4    To authorise the Directors to set the remuneration of the Auditors   Management   For   For   For
  5    To appoint Mr Robert Pickering as a director of the Company   Management   For   For   For
  6    To re-appoint Mr Samih Darwazah as a director of the Company   Management   For   For   For
  7    To re-appoint Mr Said Darwazah as a director of the Company   Management   For   For   For
  8    To re-appoint Mr Mazen Darwazah as a director of the Company   Management   For   For   For
  9    To re-appoint Mr Breffni Byrne as a director of the Company   Management   For   For   For
  10    To re-appoint Sir David Rowe-Ham as a director of the Company   Management   For   For   For
  11    To re-appoint Mr Michael Ashton as a director of the Company   Management   For   For   For
  12    To re-appoint Mr Ali Al-Husry as a director of the Company   Management   For   For   For
  13    To re-appoint Dr Ronald Goode as a director of the Company   Management   For   For   For
  14    To approve the Remuneration Committee report for the financial year ended on 31 December 2011   Management   For   For   For
  15    That the directors be authorised to allot relevant securities (within the meaning of section 551(3)&(6) of the Companies Act 2006) up to an aggregate nominal amount of GBP 13,120,440   Management   For   For   For
  16    That subject to the passing of resolution 15 above, the directors be empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash on a non pre- emptive basis up to an aggregate nominal amount of GBP 984,033   Management   For   For   For
  17    To make market purchases for shares, the maximum number of ordinary shares which may be purchased is GBP 1,968,066 representing 10% of the issued share capital of the company   Management   For   For   For
  18    That a general meeting of shareholders of the company, other than an annual general meeting, may be called on not less than 14 clear days notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  19    That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the buy back of shares be approved   Management   For   For   For
  20    That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the granting of LTIPs and MIPs to the Concert Party be approved   Management   For   For   For


 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  92,090     10-May-2012   10-May-2012
    DEPA LTD
  Security   M2789G103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   AEDFXA0NFP81    Agenda   703773425 - Management
  Record Date   16-May-2012    Holding Recon Date   16-May-2012
  City / Country   DUBAI                      / United Arab Emirates    Vote Deadline Date   03-May-2012
  SEDOL(s)   B2QVTT2 - B3BPL34    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To approve balance sheet and auditor’s report   Management   For   For   For
  2   

Reappoint Riad Kamal as director of the

company in accordance with the articles of

association

  Management   Against   Against   Against
     Comments-Attended less than 75% of board meetings        
  3   

Reappoint Orhan Osmansoy as director of the

company in accordance with the articles of

association

  Management   For   For   For
  4   

Reappoint Abdullah Al Mazrui as a director of the

company in accordance with the articles of

association

  Management   For   For   For
  5   

Chris Foll be appointed as a director of the

company in accordance with the articles of

association

  Management   For   For   For
  6   

Deloitte and Touche be re-appointed as

independent external auditors of the company to

hold office from conclusion of this meeting until

the conclusion of the next AGM

  Management   For   For   For
  7   

KPMG be appointed as internal auditors of the

company till the next AGM is held

  Management   For   For   For
  8   

Determine auditors fees for external and internal

auditors of the company

  Management   For   For   For
  9   

The remuneration and compensation of AED 240

000 be paid to each BOD of the company

excluding CEO for the year ended 31.12.2011

  Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  954,000     04-May-2012   07-May-2012
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  518,370     04-May-2012   07-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   US68554N1063    Agenda   703805171 - Management
  Record Date   01-May-2012    Holding Recon Date   01-May-2012
  City / Country   CAIRO                      / Egypt    Vote Deadline Date   03-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

PLEASE NOTE THAT THIS IS AN

AMENDMENT TO MEETING ID 984842 DUE TO SEPARATION O-F MIX MEETING INTO 2

MEETINGS. ALL VOTES RECEIVED ON THE

PREVIOUS MEETING WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU.

  Non-Voting       None
     Comments-Non Voting Agenda Item        
  1   

To approve the Board of Directors’ report on the

activities and on the standalone unconsolidated

financial statements of the Parent Company

(Orascom Construction Industries S.A.E.) for the

fiscal year ended 31 December 2011

  Management   For   For   For
  2    To approve the Auditor’s report on the standalone unconsolidated financial statements of the Parent Company for the fiscal year ended 31 December 2011: KPMG Hazem Hassan will present the auditor’s report   Management   For   For   For
  3   

To approve the standalone financial statements

of the Parent Company for the fiscal year ended

31 December 2011

  Management   For   For   For
  4   

To authorize the Board of Directors to distribute

up to EGP 3 billion of retained earnings as at 31

December 2011 through interim and year-end

distributions at its discretion

  Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  5   

To approve the release of the members of the

Board of Directors from associated responsibility

during the fiscal year ended 31 December 2011

  Management   For   For   For
  6   

To approve the remuneration for the Board of

Directors of the Company during the fiscal year

ending 31 December 2011

  Management   For   For   For
  7   

To approve the re-appointment of the Company’s

auditor and determine fees for the fiscal year

ending 31 December 2011

  Management   For   For   For
  8   

To approve charitable donations made by the

Company during the fiscal year ended 31 December 2011 and to authorize the Board of

Directors to make charitable donations during the

fiscal year ending 31 December 2012 in excess

of EGP 1,000 and to approve a ceiling for such

donations of EGP 12 million

  Management   For   For   For


 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  21,950     09-May-2012   10-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-May-2012
  ISIN   US68554N1063    Agenda   703805183 - Management
  Record Date   01-May-2012    Holding Recon Date   01-May-2012
  City / Country   CAIRO                     / Egypt    Vote Deadline Date   03-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 984842 DUE TO SEPARATION O-F MIX MEETING INTO TWO MEETINGS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WI-LL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THAN-K YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Approve the proposal submitted by the Board of Directors of the Company concerning the demerger of the Company into two separate companies, as well as approve the ratification of the rationale and the reasons for the demerger as described below   Management   For   For   For
  2    Approve the Detailed Demerger Proposal presented to the EGM, and authorize the Board of Directors of the Company to assign all the construction contracts to the Demerged Company without prejudice to the rights of the Lenders according to the procedures, legal rules and the provisions of each contract separately; and authorize the Board of Directors to appoint one of its members as Board representative in this process   Management   For   For   For
  3    Approve the implementation of the demerger based on the book value of the Company and according to the consolidated audited financial statements as at 31 December 2011, keeping into consideration the principal transactions implemented since such time   Management   For   For   For
  4    Approve the draft Demerger Contract made available for shareholders’ review on the Company’s website and premises on 1 May 2012   Management   For   For   For
  5    Approve the continuation of listing the shares of the Demerging Company on the Egyptian Stock Exchange, on the London Stock Exchange in the form of General Depository Receipts (GDRs), and on the Nasdaq’s Over-the-Counter (OTC) market in the United States in the form of Level 1 American Depository Receipts (ADRs)   Management   For   For   For
  6    Approve the simultaneous listing of the Demerged Company on the Egyptian Stock Exchange and on the London Stock Exchange in the form of GDRs, and launch of Level 1 ADRs traded on the Nasdaq’s OTC market in the United States substantially on the same terms and conditions to those of the Demerging Company, according to the rules applied in each country   Management   For   For   For
  7    Approve the refinancing plan and procedures carried out or proposed to be carried out with the Company’s lenders   Management   For   For   For
  8    Authorize the Board of Directors of the Company to carry out all necessary resolutions, acts and procedures related to the Company’s employees in the light of separating the fertilizers business from the construction business   Management   For   For   For
  9    Approve the establishment of the incentive plan for the employees, managers and executive board members of the Demerged Company under the name of “ESOP for the Demerged Company” and with the same terms and conditions of the ESOP of the Demerging Company   Management   For   For   For
  10   

Approve concluding the transitional services contract between the Demerging Company and

the Demerged Company

  Management   For   For   For
  11    Authorize the Board of Directors to carry out all necessary acts and decisions related to demerger, its implementation, the refinancing plan, the issuance of performance guarantees to the affiliated companies of the Company to guarantee the performance of its obligations before the lenders   Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  21,950     09-May-2012   10-May-2012
    DANGOTE SUGAR REFINERY PLC
  Security   V27544101   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   17-May-2012
  ISIN   NGDANSUGAR02   Agenda   703810778 - Management


  Record Date   16-May-2012   Holding Recon Date   16-May-2012
  City / Country   LAGOS                     / Nigeria   Vote Deadline Date   04-May-2012
  SEDOL(s)   B1HN0B9   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the Audited Financial Statements for

the year ended 31st December, 2011, together

with the report of the Directors, Auditors and

Audit Committee

  Management   Abstain   Against   Abstain
     Comments-Audited financial statements not disclosed
  2    To declare a Dividend   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  3    To elect/re-elect Directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  4    To approve the remuneration of the Directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  5   

To authorize the Directors to fix the remuneration

of the Auditors

  Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    To elect members of the Audit Committee   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  7a   

That the Company acquires Savannah Sugar

Company ltd for the purpose of backward

integration in the business of the Company

  Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  7b   

That the Board of Directors be and is hereby

authorised to do all such acts or deeds and

exercise all such powers as may be necessary

for or incidental to achieving the objectives

specified in the above resolution including but not

limited to the appointment of relevant

professional parties and execution of all

documents and instruments

  Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
 

Account

Number

 

Account Name

 

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

  NORTHERN TRUST   4,279,170     17-May-2012  
    FERREXPO PLC, LONDON
  Security   G3435Y107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   24-May-2012
  ISIN   GB00B1XH2C03    Agenda   703751075 - Management
  Record Date      Holding Recon Date   22-May-2012
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   17-May-2012
  SEDOL(s)  

B1XH2C0-B1YYWY2-B3VBJX8 -

B4ZBD06

   Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1   

To receive the accounts and reports of the

Directors and the auditors for the year ended 31

December 2011

  Management   For   For   For
  2   

To approve the Remuneration Report for the year

ended 31 December 2011

  Management   For   For   For
  3   

To declare a dividend of 3.3 US cents per

Ordinary Share

  Management   For   For   For
  4   

To re-appoint Ernst and Young LLP as auditors

of the Company

  Management   For   For   For
  5   

To authorise the Directors to determine the

auditors’ remuneration

  Management   For   For   For
  6    To re-elect Michael Abrahams as a Director   Management   For   For   For
  7    To re-elect Oliver Baring as a Director   Management   For   For   For
  8   

To re-elect Raffaele (Lucio) Genovese as a

Director

  Management   For   For   For
  9    To re-elect Wolfram Kuoni as a Director   Management   For   For   For
  10    To re-elect Christopher Mawe as a Director   Management   For   For   For
  11    To re-elect Ihor Mitiukov as a Director   Management   For   For   For
  12    To re-elect Miklos Salamon as a Director   Management   Against   Against   Against
     Comments-Board Interlock
  13    To re-elect Kostyantin Zhevago as a Director   Management   For   For   For
  14    To renew the Directors’ authority to allot shares   Management   For   For   For
  15   

To renew the Directors’ authority to disapply pre-

emption rights

  Management   For   For   For
  16   

To renew the authority for the Company to

purchase its own shares

  Management   For   For   For
  17   

To allow general meetings to be called on 14

clear days’ notice

  Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
  18   

That the proposed transaction (Proposed

Transaction) between Open Joint Stock

Company Ferrexpo Poltava GOK Corporation

and OJSC Stahanov Rail Cars Plant pursuant to

and on the terms and conditions contained in the

Purchase Agreement described in the circular to

shareholders of the Company dated 20 April

2012 be and is approved and that all acts,

agreements, arrangements, indemnities,

  Management   For   For   For


     modifications, variations or amendments which the Directors or any committee of such Directors may consider necessary or desirable for the purpose of, or in connection with, the Proposed Transaction be and are approved, provided that any modifications, variations or amendments are not of a material nature        
  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  54,630     17-May-2012   17-May-2012
    MANAGEM, CASABLANCA
  Security   V5871S109    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   24-May-2012
  ISIN   MA0000011058    Agenda   703760238 - Management
  Record Date      Holding Recon Date   22-May-2012
  City / Country   CASABLANCA          / Morocco          Blocking    Vote Deadline Date   10-May-2012
  SEDOL(s)   6287454    Quick Code  
    Item   Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1   Validation of the board of directors’ management report and the external auditors general report validation of the companys financials as of 31 December 2011 reflecting a profit of MAD 142 935 690.24   Management   No Action     Abstain
  2   Full discharge to the board of directors and the external auditors with regards to their mandate for 2011   Management   No Action     Abstain
  3   Special report of external auditors and validation of regulated conventions with regards to article 56 law 17 95 as completed and modified by law 2005   Management   No Action     Abstain
  4   Profits allocation payment of a dividend of MAD 15 per share. The dividend will be paid starting 29 June 2012   Management   No Action     For
  5   The OGM gives full power to the holder of a copy or a certified true copy of the general meeting’s minute in order to perform the necessary formalities   Management   No Action     For
  CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NEW DIVIDEND DATE IN RES-. 4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY F-ORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  5,552     07-May-2012   17-May-2012
    DANGOTE CEMENT PLC, LAGOS
  Security   V27546106   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    24-May-2012
  ISIN   NGDANGCEM008   Agenda    703799049 - Management
  Record Date   11-May-2012   Holding Recon Date    11-May-2012
  City / Country   LAGOS                      / Nigeria   Vote Deadline Date    11-May-2012
  SEDOL(s)   B4TFNR1   Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the audited Financial Statements for the year ended 31st December, 2011, and the reports of the Directors, Auditors and Audit Committee thereon   Management   For   For   For
  2    To declare a dividend   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  3    To elect or re-elect Directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  4    To fix the remuneration of the Directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  5    To authorize the Directors to fix the remuneration of the Auditors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    To elect members of the Audit Committee   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  7    Bonus issue   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  1,010,000     11-May-2012   11-May-2012
    EXPLORATION PRODUCTION KAZMUNAYGAS JSC, ASTANA
  Security   48666V204    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-May-2012
  ISIN   US48666V2043    Agenda   703825907 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   KAZAKHSTAN          / Kazakhstan    Vote Deadline Date   15-May-2012
  SEDOL(s)   B1FKV75 - B1FSCP4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation


  1    To approve annual consolidated financial statements for 2011   Management   For   For   For
  2    Approval of procedure for distribution of net income of the Company for 2011 and amount of dividend per common share and per preferred share of the Company for 2011   Management   For   For   For
  3    To approve annual report of the Company for 2011   Management   For   For   For
  4    Review of appeals from shareholders against Company’s and its officer’ actions, and results of such review in 2011   Management   For   For   For
  5    Report on compensation package for members of the Board of Directors and the Management Board in 2011   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    To approve the report of the Board of Directors and the Management Board of the Company for 2011   Management   For   For   For
  7    To terminate the powers of Sisengali Utegaliyev as a member of the Company’s Board of Directors before the end of term   Management   For   For   For
  8    To appoint T. Bimagambetov as a member of the Company’s Board of Directors   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  66,650     17-May-2012   18-May-2012
    DIAMOND BANK NIGERIA PLC, LAGOS
  Security   V2857Q108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   NGDIAMONDBK6    Agenda   703836859 - Management
  Record Date   22-May-2012    Holding Recon Date   22-May-2012
  City / Country   TBD                     / Nigeria    Vote Deadline Date   18-May-2012
  SEDOL(s)   B09QTH8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the report of the directors, the audited financial statement for the period ended December 31, 2011 and the report of the auditors and audit committee thereon   Management   For   For   For
  2    To elect or re-elect directors   Management   For   For   For
  3    To authorize the directors to fix the remuneration of the auditors   Management   For   For   For
  4    To elect members of the audit committee   Management   For   For   For
  5    That the directors be and hereby authorised subject to the approval of the appropriate regulatory authorities to enter into discussion, negotiation and or agreement with any bank(s) and or financial or non-financial institutions locally or internationally as the directors shall deem fit for the purpose of, including but not limited to, takeover, merger, acquisition, making equity investment in, such other bank(s) or institution(s) or any business combination what so ever as the directors shall at their discretion deem fit and beneficial to the bank   Management   For   For   For
  6    That the directors be and are hereby authorised subject to the approval of the appropriate regulatory authorities to raise additional capital up to the sum of USD 200,000,000.00 (Two hundred million United States of America dollar) or its naira equivalent whether locally or internationally, through the issuance of convertible or non convertible loan stock, medium term notes, bonds and or any other instruments, in tranches series or proportions, at such coupon or interest rates within such maturity periods, and on such terms and conditions as may be determined by the directors to any prospective strategic or core investor(s),including but not limited to International Finance Corporation (IFC)and or Africa Capitalisation Fund Limited (ACF)   Management   For   For   For
  7    That the directors be and are hereby authorized to take all such incidental, consequential, and supplemental actions and to execute all requisite documents as may be necessary to give effect to the above resolutions   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  33,889,692     30-May-2012   30-May-2012
    FIRST BANK OF NIGERIA PLC
  Security   V3559L108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   31-May-2012
  ISIN   NGFIRSTBANK7    Agenda   703845478 - Management
  Record Date   27-Apr-2012    Holding Recon Date   27-Apr-2012
  City / Country   TBD                     / Nigeria    Vote Deadline Date   18-May-2012
  SEDOL(s)   6342427    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the audited accounts, directors, auditors and audit committees report   Management   For   For   For
  2    To approve a dividend   Management   For   For   For


  3    To elect directors   Management   For   For   For
  4    To approve the remuneration of directors   Management   For   For   For
  5    To authorise the directors to fix the remuneration of the joint auditors   Management   For   For   For
  6    To elect members of the audit committee   Management   For   For   For
  7    To approve a special resolution to alter the article of association of the company   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

 

NORTHERN

TRUST

  25,185,387     30-May-2012   30-May-2012
    ERICSSON NIKOLA TESLA D.D., ZAGREB
  Security   X2205U106    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   05-Jun-2012
  ISIN   HRERNTRA0000    Agenda   703771279 - Management
  Record Date   29-May-2012    Holding Recon Date   29-May-2012
  City / Country   ZAGREB                     / Croatia (Local Name: Hrvatska)    Vote Deadline Date   10-May-2012
  SEDOL(s)   5303373    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20 JUN 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Opening the assembly (appointment of the commission to record presence of shareholders/votes, verify registrations, determine represented equity capital, verify the assembly as lawfully convened and eligible to make decisions)   Management   For   For   For
  2    Managing directors report on company’s business situation in 2011   Management   For   For   For
  3    Presentation of annual financial statements for 2011   Management   For   For   For
  4    Report and expert opinion of company auditor on company’s operations in 2011   Management   For   For   For
  5    Supervisory boards report on performed review of company’s operations, on performed review of annual financial statements, of company’s business situation and on proposed allocation of net income for 2011   Management   For   For   For
  6    Make decision on allocating retained earnings realized in 2001, 2002 and part of retained earnings realized in 2003 and on using net income realized in the financial year 2011   Management   For   For   For
  7    Make decision on approving the conduct of business as performed by the managing director   Management   For   For   For
  8    Make decision on approving the activities as performed by the supervisory board and its chairman   Management   For   For   For
  9    Make decision on extension of company’s activities   Management   For   For   For
  10    Make decision on amendment and addition to the company’s statute   Management   For   For   For
  11    Make decision on reappointment of: Klas Roland Nordgren, Lindvgen 24 A, S-18735 TBY, Sweden, passport no 56614809, national id No 91050806102, as a member of the supervisory board Carita Annette Jnsson, Stergardsvgen 20, 141 38 Huddinge, Sweden, passport no. 63014724, national Id No.: 30744529763, as a member of the supervisory board   Management   For   For   For
  12    Appoint the company’s auditor for 2012   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01   FRONTIER EMERGING MKTS  

1000-6

 

NORTHERN

TRUST

  2,121     15-May-2012   18-May-2012
    TALLINK GRUPP AS, TALLINN
  Security   X8849T108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   EE3100004466    Agenda   703837281 - Management
  Record Date   31-May-2012    Holding Recon Date   31-May-2012
  City / Country   TALLINN                     / Estonia    Vote Deadline Date   31-May-2012
  SEDOL(s)   B04BGR7 - B172HC6 - B28MRJ9    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp. To approve the Annual Report of 01.09.2010 - 31.12.2011 of AS Tallink Grupp presented by the Management Board   Management   For   For   For


  2    Distribution of profits. To present to the General Meeting of Shareholders the following profit allocation proposal of AS Tallink Grupp prepared by the Management Board: 1) The net profit for the financial year 01 September 2010 - 31 December 2011 of 37,476,000 euros to be allocated as follows: - 1,873,800 euros to be transferred to the mandatory legal reserve, - 35,602,200 euros to be transferred to the retained earnings. 2) No dividends shall be distributed to the shareholders   Management   For   For   For
  3    Nomination of an auditor and the determination of the procedure of remuneration of an auditor. 1) To nominate the company of auditors KPMG Baltics OU to conduct the audit of the financial year 01.01.2012 - 31.12.2012. 2) The auditors shall be remunerated according to the audit contract to be concluded   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  4    Election of the member of the Supervisory Board. Due to the expiry of the term of authority of the member of the Supervisory Board Mr Ashwin Royon 26.01.2012 to elect Mr Ashwin Roy retroactively as from 27.01.2012 for the next term of authority as the member of the Supervisory Board of AS Tallink Grupp   Management   For   For   For
  5    Remuneration for work of the member of Supervisory Board. To remunerate the work of the member of the Supervisory Board pursuant to the resolution no 9 of 8.02.2011 of the Annual General Meeting of shareholders of AS Tallink Grupp. The Supervisory Board member Mr Ashwin Roy shall not be remunerated for his work as a member of the Supervisory Board with reference to his personal application about renouncing the payment   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  519,120     30-May-2012   31-May-2012
    ORASCOM CONSTRUCTION INDUSTRIES (OCI), CAIRO
  Security   68554N106    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   US68554N1063    Agenda   703860317 - Management
  Record Date   22-May-2012    Holding Recon Date   22-May-2012
  City / Country   CAIRO                     / Egypt    Vote Deadline Date   24-May-2012
  SEDOL(s)   3178380 - B063MZ1 - B09KVP2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To approve the terms and conditions of a facility agreement of up to USD 150 million for Pandora Methanol LLC (“Pandora”), Orascom Construction Industries’ (“OCI”) 100% owned integrated ammonia-methanol production facility in Beaumont, Texas, in the United States, and to authorize OCI executives to sign all documents related to the facility on behalf of Pandora. The following OCI executives will be authorized to sign all documents related to the facility on behalf of Pandora: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For
  2    To approve the terms and conditions of a facility agreement of up to USD 120 million for the OCI construction business, to be signed by one or more of the following OCI construction subsidiaries: Orascom Construction S.A.E., Orascom Road Construction S.A.E., OCI Construction Limited, or Cementech Limited, and to authorize OCI executives to sign all documents related to the facility on behalf of the signing Company. The following OCI executives will be authorized to sign all documents related to the facility on behalf of the construction subsidiaries: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer; Mr. Salman Butt in his capacity as Managing Director; Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer; and Mr. Hussein Marei in his capacity as Legal Counsel   Management   For   For   For
  3    To authorize OCI’s Board of Directors to issue any required guarantees related to either loan agreement approved by shareholders at the EGM   Management   For   For   For
  4    To approve the appointment of the following individuals as signatories authorized to sign contracts on behalf of OCI: i. Individual signatures or their proxies without a cap: Mr. Nassef Sawiris in his capacity as Chairman and Chief Executive Officer, Eng. Onsi Sawiris in his capacity as Board Member; ii. Any two of the following executives can sign together on behalf of the Company without a cap: Eng. Osama Bishai in his capacity as Managing Director, Mr. Salman Butt in his capacity as Managing Director, Ms. Dalia Khorshid in her capacity as Group Corporate Treasurer, Mr. Hussein Marei in his capacity as Legal Counsel, Mr. Sherif Tantawy in his capacity as Construction Group Chief Financial Officer   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  24,450     31-May-2012   01-Jun-2012
    STEPPE CEMENT LTD
  Security   Y8162G104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-Jun-2012
  ISIN   MYA004433001    Agenda   703861636 - Management
  Record Date      Holding Recon Date   07-Jun-2012
  City / Country   KUALA LUMPUR                      / Malaysia    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   B0L2K37 - B0SRMR3 - B1S8TF0    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive and adopt the audited financial statements for year ended 31 December 2011   Management   For   For   For
  2.1    To re-elect the following Director who offered himself for re-election: Malcolm Ronald Brown   Management   For   For   For
  2.2    To re-elect the following Director who offered himself for re-election: Javier Del Ser Perez   Management   Against   Against   Against
     Comments-Affiliate/Insider on NomGov Committee
  2.3    To re-elect the following Director who offered himself for re-election: Paul Rodzianko   Management   Against   Against   Against
     Comments-Insufficient Audit Committee Membership; Insufficient board membership
  3    To approve the deletions, alterations and additions to the Memorandum and Articles of Association of the Company as set out in Appendix 1 in line with the changes to the Labuan Companies Act, 1990   Management   Against   Against   Against
     Comments-More classes of shares w/o info regarding voting rights would not be in best interests of shareholders.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  157,320     05-Jun-2012   05-Jun-2012
    LAFARGE SURMA CEMENT LTD
  Security   Y5348Y108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Jun-2012
  ISIN   BD0643LSCL09    Agenda   703843791 - Management
  Record Date   17-Apr-2012    Holding Recon Date   17-Apr-2012
  City / Country   DHAKA                      / Bangladesh    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   6728908 - B0XLG78    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive and adopt the Company’s Statement of Financial Position as of December 31, 2011 and the income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, Notes to the Financial Statements along with the Statement of Cash Flows for the year ended on the same date to submit to the auditors for their report thereon   Management   For   For   For
  2    To elect Directors   Management   Against   Against   Against
     Comments-Insufficiently independent board        
  3    To appoint Auditors and fix their remuneration   Management   For   For   For
  4    To ratify the appointment of the Chief Executive Officer   Management   For   For   For
  5    To approve payment of Royalty as per the direction of the Board of Investment   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  1,206,500     05-Jun-2012   05-Jun-2012
    ASTARTA HOLDING NV, AMSTERDAM
  Security   N07922102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Jun-2012
  ISIN   NL0000686509    Agenda   703844781 - Management
  Record Date   17-May-2012    Holding Recon Date   17-May-2012
  City / Country   AMSTERDAM                      / Netherlands    Vote Deadline Date   28-May-2012
  SEDOL(s)   B19X5X4 - B290297 - B3NGN73    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 984996 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED. T-HANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. SHOULD YOU WISH TO ATTEND THE-MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLI-ENT REPRESENTATIVE. THANK YOU   Non-Voting       None


  CMMT    PLEASE NOTE THAT THE NATIONAL DEPOSITORY WILL NOT BE INVOLVED IN THE REGISTRAT-ION PROCESS FOR THIS MEETING AND WILL NOT PASS THE VOTES TO THE COMPANY. DUE T-O MEETING BEING HELD ABROAD ONLY ISSUANCE OF A CERTIFICATE OF DEPOSIT FOR THE- SHAREHOLDER CAN BE DONE IF THE SHAREHOLDER WISHES TO VOTE AT THE MEETING. THE-SHAREHOLDER HAS TO ATTEND THE MEETING IN PERSON TO BE ABLE TO VOTE.   Non-Voting       None
  1    Approving that the annual report and annual accounts for the financial years 2-011 and 2012 are prepared in a different language than the Dutch language   Non-Voting       None
  2    Adoption of the annual accounts for the financial year 2011   Non-Voting       None
  3    Granting of discharge to the Directors for their tasks during the financial ye-ar 2011   Non-Voting       None
  4    Adoption of the profit appropriation for the financial year 2011 and distribut-ion of dividends   Non-Voting       None
  5    Authorization of the Board of Directors to have the Company repurchase up to 5-00,000 shares in its own capital for a purchase price per share of up to PLN 1-25.00, through a broker in the open market, in order to the Company meeting ob-ligations arising from (i) debt financial instruments exchangeable for or conv-ertible into equity instruments and/or (ii) employee share option programs or-other allocations of shares to employees of the Company or of a group entity o- f the Company, which authorization shall be granted for a period of 18 months-after 14 June 2012   Non-Voting       None
  6    Authorization of a person to represent the Company in the event of a conflict-of interest   Non-Voting       None
  7    Appointment of a person that may be temporarily charged with the management of-the Company when all Directors are absent or unable to act (“ontstentenis of-belet”)   Non-Voting       None
  8    Appointment of the Company’s external auditor for the financial year 2012   Non-Voting       None
  9    Delegation to the Board of Directors of authority to issue shares, grant optio-ns to acquire shares and cancel pre-emptive rights   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  42,220      
    PHILIPPINE LONG DISTANCE TELEPHONE CO.
  Security   718252604    Meeting Type   Consent
  Ticker Symbol   PHI    Meeting Date   14-Jun-2012
  ISIN   US7182526043    Agenda   933639265 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country                       / United States    Vote Deadline Date   05-Jun-2012
  SEDOL(s)      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1.    APPROVAL OF THE AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011 CONTAINED IN THE COMPANY’S 2011 ANNUAL REPORT.   Management   For   Against   For
  2A    ELECTION OF DIRECTOR: REV. FR. BIENVENIDO F. NEBRES, S.J. (INDEPENDENT DIRECTOR)   Management   For     For
  2B    ELECTION OF DIRECTOR: MR. PEDRO E. ROXAS (INDEPENDENT DIRECTOR)   Management   For     For
  2C    ELECTION OF DIRECTOR: MR. ALFRED V. TY (INDEPENDENT DIRECTOR)   Management   For     For
  2D    ELECTION OF DIRECTOR: MS. HELEN Y. DEE   Management   No Action     Against
  2E    ELECTION OF DIRECTOR: ATTY. RAY C. ESPINOSA   Management   For     For
  2F    ELECTION OF DIRECTOR: MR. JAMES L. GO   Management   No Action     Against
  2G    ELECTION OF DIRECTOR: MR. SETSUYA KIMURA   Management   For     For
  2H    ELECTION OF DIRECTOR: MR. NAPOLEON L. NAZARENO   Management   For     For
  2I    ELECTION OF DIRECTOR: MR. MANUEL V. PANGILINAN   Management   For     For
  2J    ELECTION OF DIRECTOR: MR. HIDEAKI OZAKI   Management   For     For
  2K    ELECTION OF DIRECTOR: MS. MA. LOURDES C. RAUSA-CHAN   Management   For     For
  2L    ELECTION OF DIRECTOR: MR. JUAN B. SANTOS   Management   For     For
  2M    ELECTION OF DIRECTOR: MR. TONY TAN CAKTIONG   Management   For     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  1765024   HLF - Frontier EM  

1000-6

 

NORTHERN

TRUST

COMPANY

  19,560     06-Jun-2012   06-Jun-2012


    UACN PLC
  Security   V9220Z103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   20-Jun-2012
  ISIN   NGUACN000006    Agenda   703810615 - Management
  Record Date   18-May-2012    Holding Recon Date   18-May-2012
  City / Country   TBD                      / Nigeria    Vote Deadline Date   07-Jun-2012
  SEDOL(s)   6910299    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    Lay before the members the report of the directors, the consolidated balance sheet of the consolidated profit and loss account for the year ended on that date and the reports of the auditors and the audit committee thereon   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  2    Declare a dividend   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  3    Re-elect directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  4    Authorize the directors to fix the remuneration of the auditors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  5    Elect members of the audit committee   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  6    Fix the remuneration of the directors   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  7    That the articles of association of the company be and is hereby amended by deleting current article 130 the annual balance sheet shall be signed by two directors and the profit and loss account and the auditors report shall be attached thereto   Management   Abstain   Against   Abstain
     Comments-Insufficient information provided by the Company
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  4,248,980     06-Jun-2012   07-Jun-2012
    BANK AUDI SAL-AUDI SARADAR GROUP, BEIRUT
  Security   066705302    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   22-Jun-2012
  ISIN   US0667053021    Agenda   703911823 - Management
  Record Date   05-Jun-2012    Holding Recon Date   05-Jun-2012
  City / Country   TBD                      / Lebanon    Vote Deadline Date   08-Jun-2012
  SEDOL(s)   5338397 - B04NMG4 - B0PB5G8 - B28Y8S1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    Further to the decision of the Extraordinary General Meeting of April 10, 2012, verification of the completion of the procedures for the increase in the Bank’s capital through the issuance of 1,500,000 Series “F” Preferred Shares, and of the subscription for, and full payment of, such Series “F” Preferred Shares   Management   For   For   For
  2    The discharge of the Chairman and members of the Board of Directors in respect of activities related to the Preferred Share Capital Increase   Management   For   For   For
  3    The increase of the Bank’s share capital through the issuance of up to 356,610 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options in 2012 and the determination of the issuance terms for such Common Shares   Management   For   For   For
  4    The listing of such newly-issued Common Shares on the Beirut Stock Exchange   Management   For   For   For
  5    The amendment of the Bank’s By-Laws, in particular, Article 6 and Article 8 thereof, in order to reflect the actions described in items 3 and 4 above   Management   For   For   For
  6    The submission of the actions described in items 3, 4 and 5 above for approval by the Central Bank of Lebanon, acting through its Central Council   Management   For   For   For
  7    The granting of the necessary powers for the implementation of the actions approved by the Extraordinary General Meeting   Management   For   For   For
  8    The granting of two loans to a related party in accordance with article 152 of the Code of Money and Credit ; and   Management   For   For   For
  9    The approval of the acquisition of shares from a subsidiary   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  68,890     18-Jun-2012   18-Jun-2012
    DOUJA PROMOTION GROUPE ADDOHA MAROC, CASABLANCA
  Security   V3077W107    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   MA0000011512    Agenda   703873162 - Management
  Record Date      Holding Recon Date   27-Jun-2012
  City / Country   CASABLANCA             / Morocco         Blocking    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   B18R0L0    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    Validation of the company’s financials as of 31 December 2011 reflecting a profit of MAD 1,195, 234,236.75   Management   No Action     For
  2    Profit’s allocation payment of a dividend of MAD 1.50 per share starting 27 August 2012   Management   No Action     For
  3    Discharge to the board of directors and external auditors for their mandate with regards to the year 2009   Management   No Action     For
  4    Special report of external auditors and validation of the regulated conventions with regards to article 56 of law 1795 governing joint stock companies   Management   No Action     Abstain
  5    The OGM fixes the directors fee at a global amount of MAD 1,000,000.00 for the year 2011   Management   No Action     For
  6    Ratification of the renewal of A.Saaidi Associes external auditors mandate Deloitte external auditors mandate for a period of 3 years   Management   No Action     For
  7    The OGM gives full power to the holder of a copy or a certified true copy of the general meeting’s minute in order to perform the formalities set by the law   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  137,788     15-Jun-2012   22-Jun-2012
    JOHN KEELLS HLDG PLC
  Security   Y4459Q103    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   LK0092N00003    Agenda   703918093 - Management
  Record Date      Holding Recon Date   27-Jun-2012
  City / Country   COLOMBO 7                     / Sri Lanka    Vote Deadline Date   21-Jun-2012
  SEDOL(s)   6475538    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1   To re elect as director, Mr. J. R. F. Peiris who retires in terms of article 84 of the articles of association of the company    Management   For   For   For
  2   To re elect as director Mrs. S. Thiruchelvam who retires in terms of article 84 of the articles of association of the company    Management   For   For   For
  3   To re elect as director Mr. A. R. Gunasekara who retires in terms of article 91 of the articles of association of the company    Management   For   For   For
  4   To re elect as director Mr. T. Das who is over the age of 70 years and who retires in terms of section 210 of the companies act no.7 of 2007, for which notice of the following ordinary resolution has been given by a member, that the age limit stipulated in section 21 of the companies act no.7 of 2007 shall not apply to Mr. T. Das who is 73 years and that he be re elected a director of the company    Management   For   For   For
  5   To authorise the directors to determine and make donations    Management   For   For   For
  6   To re appoint auditors and to authorise the directors to determine their remuneration    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  550,353     22-Jun-2012   22-Jun-2012
    GHANA COMMERCIAL BANK LTD, ACCRA
  Security   V3855J104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Jun-2012
  ISIN   GH0000000094    Agenda   703942640 - Management
  Record Date      Holding Recon Date   26-Jun-2012
  City / Country   TBD                     / Ghana    Vote Deadline Date   21-Jun-2012
  SEDOL(s)   6370161    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1   To receive and consider the financial statements for the year ended 31 December 2011 together with the reports of the directors and auditors thereon    Management   No Action     For
  2   To declare a dividend for the year ended 31.02.2011    Management   No Action     For
  3   To re-elect Mr Fifi Fiavi Kwetey retiring by rotation    Management   No Action     For
  4   To authorize the directors to determine the fees of the auditors    Management   No Action     Abstain
    PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF RESOLUT-ION 1.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY-FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HFR01  

FRONTIER

EMERGING MKTS

 

1000-6

 

NORTHERN

TRUST

  689,701     22-Jun-2012   22-Jun-2012


Harding, Loevner Funds, Inc. International Small Companies Portfolio (104/206)

    LEM HOLDING SA, PLAN-LES-OUATES
  Security   H48909149    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jul-2011
  ISIN   CH0022427626    Agenda   703162088 -Management
  Record Date   17-Jun-2011    Holding Recon Date   17-Jun-2011
  City / Country   GENEVA                     / Switzerland    Vote Deadline Date   17-Jun-2011
  SEDOL(s)   B0LDD86 - B0LDDD1 - B1BW238    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
  1    TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS   Registration   For   Against   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  786     20-Jun-2011  
    LEM HOLDING SA, PLAN-LES-OUATES
  Security   H48909149    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Jul-2011
  ISIN   CH0022427626    Agenda   703165402 - Management
  Record Date   17-Jun-2011    Holding Recon Date   17-Jun-2011
  City / Country   GENEVA                     / Switzerland    Vote Deadline Date   17-Jun-2011
  SEDOL(s)   B0LDD86 - B0LDDD1 - B1BW238    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-729324, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting       None
  1.1    Approval of the Annual Report including the Annual Accounts and the Consolidated Group Accounts as per March 31, 2011   Management   For   For   None
  1.2    Consultative vote on the Compensation Report 2010   Management   For   For   None
  2    Appropriation of the available earnings (in CHF thousands) as specified   Management   For   For   None
  3    Discharge to the members of the Board of Directors   Management   For   For   None
  4.1    Election of the member of the Board of Directors: Renewal of the mandate of Felix Bagdasarjanz for another term of office of one year   Management   For   For   None
  4.2    Election of the member of the Board of Directors: Renewal of the mandate of Peter Rutishauser for another term of office of one year   Management   For   For   None
  4.3    Election of the member of the Board of Directors: Renewal of the mandate of Anton Lauber for another term of office of one year   Management   For   For   None
  4.4    Election of the member of the Board of Directors: Renewal of the mandate of Ueli Wampfler for another term of office of one year   Management   For   For   None
  4.5    Election of the member of the Board of Directors: Renewal of the mandate of Ilan Cohen for another term of office of one year   Management   For   For   None
  4.6    Election of a new member: Election of Andreas Hurlimann as a new member of the Board of Directors for a term of office of one year   Management   For   For   None


  5    Renewal of the mandates of Ernst & Young SA, in Lancy, as statutory auditors and as Group auditors of the consolidated group accounts for the financial year 2011/12   Management   For   For   None
  6    Capital reduction   Management   For   For   None
  7   

Other amendments to the Articles of

incorporation

  Management   For   For   None
  8    Miscellaneous   Management   For   Against   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

 

NORTHERN

TRUST

  786     22-Jun-2011   22-Jun-2011
    ROBERT WISEMAN DAIRIES PLC
  Security   G7608U107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   06-Jul-2011
  ISIN   GB0007442014    Agenda   703127882 - Management
  Record Date      Holding Recon Date   01-Jul-2011
  City / Country   GLASSGOW                     / United Kingdom    Vote Deadline Date   29-Jun-2011
  SEDOL(s)   0744201 - B068JD3 - B3BJMT9    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive the Annual Report and Financial Statements for the year ended 2 April 2011   Management   For   For   None
  2    To approve the Directors’ Remuneration Report for the financial year ended 2 April 2011   Management   For   For   None
  3    To declare a final dividend of (12.25) pence per ordinary share   Management   For   For   None
  4    To elect G Sweeney as a Director of the Company   Management   For   For   None
  5    To re-elect W G Keane as a Director of the Company   Management   For   For   None
  6    To re-elect M C Mulcahy as Director of the Company   Management   For   For   None
  7    To re-elect E J Finch as a Director of the Company   Management   For   For   None
  8    To re-appoint Deloitte LLP as Auditors of the Company   Management   For   For   None
  9    To authorise the Directors of the Company to fix the Auditors’ remuneration   Management   For   For   None
  10    To authorise the Directors of the Company to allot shares and to grant rights to subscribe for shares in the Company   Management   For   For   None
  11    To authorise the Directors of the Company to allot certain shares without regard to pre-emption rights   Management   For   For   None
  12    To authorise the Company to make market purchases of its own shares   Management   Against   Against   None
     Comments-Harding Loevner is voting against this proposal due to concerns over diminished liquidity resulting from this transaction.
  13    To authorise the holding of general meetings (other than annual general meetings) on not less than 14 clear days’ notice   Management   For   For   None
  14    To approve the Panel Waiver   Management   Against   Against   None
     Comments-Harding Loevner would prefer the largest shareholder to make a general offer in order to increase its ownership stake.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   64,451     28-Jun-2011   29-Jun-2011
    HAMWORTHY PLC, DORSET
  Security   G42850100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Jul-2011
  ISIN   GB00B01VFV79    Agenda   703185656 - Management
  Record Date      Holding Recon Date   12-Jul-2011
  City / Country   TBD                     / United Kingdom    Vote Deadline Date   07-Jul-2011
  SEDOL(s)   B01VFV7 - B06BGY2 - B2Q8M27    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the directors’ report and financial statements   Management   For   For   None
  2    To approve the directors’ remuneration report   Management   For   For   None
  3    To declare a final dividend of 6.73p per ordinary share   Management   For   For   None
  4    To re-elect Gordon Page as a director   Management   For   For   None
  5    To re-elect Alan Frost as a director   Management   For   For   None
  6    To re-elect James Wilding as a director   Management   For   For   None
  7    To re-elect Joe Oatley as a director   Management   For   For   None
  8    To re-elect Paul Crompton as a director   Management   For   For   None
  9    To re-appoint Deloitte LLP as independent auditors and to authorise the directors to determine their fees   Management   For   For   None
  10    To authorise the directors to allot relevant securities   Management   For   For   None
  11    To disapply section 561 companies act 2006   Management   Against   Against   None
     Comments-Harding Loevner is voting against the proposed share issuance without preemptive rights because it is in excess of our tolerance, which is set at 10% of shares outstanding.
  12    To authorise the company to purchase its own shares   Management   Against   Against   None
     Comments-Harding Loevner is voting against the proposed share issuance without preemptive rights because it is in excess of our tolerance, which is set at 10% of shares outstanding.
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

 

NORTHERN

TRUST

  22,707     08-Jul-2011   11-Jul-2011


    PAYPOINT PLC, WELWYN GARDEN CITY
  Security   G6962B101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-Jul-2011
  ISIN   GB00B02QND93    Agenda   703187218 - Management
  Record Date      Holding Recon Date   13-Jul-2011
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   08-Jul-2011
  SEDOL(s)   B02QND9 - B0VTW21 - B1GJXN1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the directors’ report and the financial statements for the year ended 27 March 2011, together with the auditor’s report   Management   For   For   None
  2    To approve the remuneration committee report for the year ended 27 March 2011   Management   For   For   None
  3    To declare a final dividend of 15.6p per ordinary share of the company   Management   For   For   None
  4    To re-elect Mr Eric Anstee as a director of the company   Management   For   For   None
  5    To re-elect Mr George Earle as a director of the company   Management   For   For   None
  6    To re-elect Mr David Morrison as a director of the company   Management   For   For   None
  7    To re-elect Mr David Newlands as a director of the company   Management   For   For   None
  8    To re-elect Mr Andrew Robb as a director of the company   Management   For   For   None
  9    To re-elect Mr Stephen Rowley as a director of the company   Management   For   For   None
  10    To re-elect Mr Dominic Taylor as a director of the company   Management   For   For   None
  11    To re-elect Mr Tim Watkin-Rees as a director of the company   Management   For   For   None
  12    To re-appoint Mr Nick Wiles as a director of the company   Management   For   For   None
  13    To re-appoint Deloitte LLP as a auditor of the company   Management   For   For   None
  14    To authorise the directors to determine the auditor’s remuneration   Management   For   For   None
  15    To authorise the directors to allot shares pursuant to Section 551 of the companies Act 2006   Management   For   For   None
  16    To disapply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006   Management   For   For   None
  17    To authorise the company to make market purchases of its ordinary shares up to 14.99% of the issued share capital   Management   For   For   None
  18    To allow any general meeting(other than an annual general meeting) to be called on 14 days’ notice   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  63,069     08-Jul-2011   11-Jul-2011
    SYNERGY HEALTH PLC
  Security   G8646U109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Jul-2011
  ISIN   GB0030757263    Agenda   703206727 - Management
  Record Date      Holding Recon Date   25-Jul-2011
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   20-Jul-2011
  SEDOL(s)   3075726 - B02S410 - B07G8W8    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1    To receive the directors’ report and the Company’s annual accounts for the year ended 3 April 2011   Management   For   For   None
  2    To approve the directors’ remuneration report for the year ended 3 April 2011   Management   For   For   None
  3    To declare a dividend   Management   For   For   None
  4    To reappoint Mr Robert Earl Lerwill as a director of the Company   Management   For   For   None
  5    To reappoint Dr Richard Martin Steeves as a director of the Company   Management   For   For   None
  6    To reappoint Mr Gavin Hill as a director of the Company   Management   For   For   None
  7    To reappoint Sir Duncan Kirkbride Nichol as a director of the Company   Management   For   For   None
  8    To appoint Mrs Constance Frederique Baroudel as a director of the Company   Management   For   For   None
  9    To reappoint KPMG Audit Plc as auditors of the Company   Management   For   For   None
  10    To authorise the directors to fix the remuneration of the auditors   Management   For   For   None
  11    That the Company be authorised to make political donations   Management   For   For   None
  12    That, pursuant to Section 551 of the Companies Act 2006, the directors be authorised to allot relevant securities   Management   For   For   None
  13    To amend the SAYE Scheme   Management   For   For   None
  14    That, pursuant to Section 570 of the Companies Act 2006, the directors be empowered to allot equity securities   Management   For   For   None
  15    That, pursuant to Section 701 of the Companies Act 2006, the Company be authorised to make market purchases of the Company’s shares   Management   For   For   None
  16    That a general meeting (other than an annual general meeting) may be called on not less than 14 days’ notice   Management   For   For   None


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   32,613     22-Jul-2011   25-Jul-2011
    TAT HONG HOLDINGS LIMITED
  Security   Y8548U124    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jul-2011
  ISIN   SG1I65883502    Agenda   703217011 - Management
  Record Date      Holding Recon Date   26-Jul-2011
  City / Country   SINGAPORE                     / Singapore    Vote Deadline Date   20-Jul-2011
  SEDOL(s)   6258223 - B02F057    Quick Code  
    Item   Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  1   To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company and the Group for the year ended 31 March 2011 together with the Auditors’ Report thereon   Management   For   For   None
  2   To declare a final one-tier tax-exempt dividend of SGD 0.005 per share for the year ended 31 March 2011 (2010: SGD 0.015 per share)   Management   For   For   None
  3   To re-elect the following Director who will retire pursuant to Article 113 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election: Mr Mak Lye Mun   Management   For   For   None
  4   To re-elect the following Director who will retire pursuant to Article 113 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election: Mr Ng Sang Kuey Michael   Management   For   For   None
  5   To re-elect the following Director who will retire pursuant to Article 113 of the Company’s Articles of Association and who, being eligible, will offer himself for re-election: Mr Ng San Wee David   Management   For   For   None
  6   That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tan Chok Kian who is over seventy years of age be re-appointed as Director of the Company to hold office until the next Annual General Meeting   Management   For   For   None
  7   To approve the payment of Directors’ fees of SGD 378,370 for the financial year ended 31 March 2011 (2010: SGD 295,894).   Management   For   For   None
  8   To re-appoint Messrs KPMG LLP as the Auditors of the Company and to authorise the Directors to fix their remuneration   Management   For   For   None
  9   Authority to issue shares in the capital of the Company (excluding treasury shares) pursuant to Section 161 of the Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX- ST”)   Management   Against   Against   None
    Comments-Harding Loevner is voting against the proposed share issuance without preemptive rights because it is in excess of our tolerance, which is set at 10% of shares outstanding.
  10   Authority to issue shares under the Tat Hong Share Option Scheme 2006   Management   For   For   None
  11   Authority to issue shares under the Tat Hong Performance Share Plan   Management   For   For   None
  12   Proposed Renewal of Shareholders’ Mandate for Interested Person Transactions   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  591,000     22-Jul-2011   27-Jul-2011
    FLEURY SA, SAO PAULO
  Security   P418BW104   Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol     Meeting Date   01-Aug-2011
  ISIN   BRFLRYACNOR5   Agenda   703233407 - Management
  Record Date     Holding Recon Date   28-Jul-2011
  City / Country   SAO PAULO                     / Brazil   Vote Deadline Date   22-Jul-2011
  SEDOL(s)   B4X4D29   Quick Code  
    Item   Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE   Non-Voting       None
  CMMT   PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  1   The protocol and justification of merger signed by the management of the company and of Diagnoson Ultra Sonografia E Densitometria Ossea Ltda., from here onwards the protocol   Management     No Action   None


  2   

The ratification of the appointment of

PricewaterhouseCoopers Auditores

Independentes, a professional firm established in

the city of Sao Paulo state of Sao Paulo, at

Avenida Francisco Matarazzo, 1400, 9th, 10th,

13th, 14th, 15th, 16th and 17th floors, Torre

Torino, Agua Branca, with corporate taxpayer id

number 61.56 2.112.0001.20, originally

registered with the Sao Paulo state regional

accounting council under number

2SP000160.O.5, as the valuation company

responsible for the valuation of the equity of

Diagnoson Ultra Sonografia E Densitometria

Ossea Ltda

    Management   No Action   None
  3   

The valuation report of the equity of Diagnoson

Ultra Sonografia E Densitometria Ossea Ltda.,

prepared by the specialized company

    Management   No Action   None
  4   

The merger of Diagnoson Ultra Sonografia and

Densitometria Ossea Ltda. into the company,

from here onwards the merger, in accordance

with the terms of the protocol and of the other

documents made available to the shareholders

    Management   No Action   None
  5   

Transformation of the head office of the merged

company into a branch of the company

conducting the merger through the transfer of its

registration and license to a branch of the

company

    Management   No Action   None
  6   

The authorization for the managers of the

company to do all the acts necessary to carry out

merger

    Management   No Action   None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  36,700     20-Jul-2011   20-Jul-2011
    VITASOY INTERNATIONAL HOLDINGS LTD
  Security   Y93794108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-Sep-2011
  ISIN   HK0345001611    Agenda   703203567 - Management
  Record Date   26-Aug-2011    Holding Recon Date   26-Aug-2011
  City / Country   HONG KONG                     / Hong Kong    Vote Deadline Date   22-Aug-2011
  SEDOL(s)   4110712 - 6927590 - B01Y6W4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 20110705/LTN20110705541.pdf   Non-Voting       None
  1    To receive and adopt the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st March, 2011   Management   For   For   None
  2    To declare a Final Dividend   Management   For   For   None
  3.A.i    To re-elect Mr. Iain F. Bruce as Director   Management   For   For   None
  3.Aii    To re-elect Ms. Yvonne Mo-ling Lo as Director   Management   For   For   None
  3Aiii    To re-elect Mr. Valiant Kin-piu Cheung as Director   Management   For   For   None
  3.B    To fix the remuneration of the Directors   Management   For   For   None
  4    To appoint Auditors and authorise the Directors to fix their Remuneration   Management   For   For   None
  5.A    To grant an unconditional mandate to the Directors to issue, allot and deal with additional shares of the Company   Management   Against   Against   None
     Comments-Harding Loevner is voting against the proposed share issuance without preemptive rights because it is in excess of our tolerance, which is set at 10% of shares outstanding.
  5.B    To grant an unconditional mandate to the Directors to repurchase shares of the Company   Management   For   For   None
  5.C    To add the nominal value of the shares repurchased pursuant to Resolution 5B to the nominal value of the shares available pursuant to Resolution 5A   Management   For   For   None
  5.D    To approve the grant of options to Mr. Winston Yau-lai Lo under the Share Option Scheme   Management   For   For   None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  648,000     22-Jul-2011   22-Aug-2011
    GLV INC
  Security   37989R206    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Sep-2011
  ISIN   CA37989R2063    Agenda   703306729 - Management
  Record Date   12-Aug-2011    Holding Recon Date   12-Aug-2011
  City / Country   MONTREAL                     / Canada    Vote Deadline Date   16-Sep-2011
  SEDOL(s)   B23Y0V3 - B23Y9C7 - B4KNSH9    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’- ONLY FOR RESOLUTION NUMBERS “1.1 TO 1.9 AND 2”. THANK YOU.   Non-Voting       None
  1.1    Election of Laurent Verreault as a Director   Management   For   For   None
  1.2    Election of Marc Barbeau as a Director   Management   For   For   None
  1.3    Election of Claude Boivin as a Director   Management   For   For   None
  1.4    Election of Marc A. Courtois as a Director   Management   For   For   None
  1.5    Election of Sylvie Lalande as a Director   Management   For   For   None
  1.6    Election of Jacques Landreville as a Director   Management   For   For   None
  1.7    Election of Pierre Seccareccia as a Director   Management   For   For   None
  1.8    Election of Richard Verreault as a Director   Management   For   For   None
  1.9    Election of Normand Morin as a Director   Management   For   For   None
  2    The appointment of the Auditors and authorization of the directors to fix their remuneration   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  46,500     20-Sep-2011   20-Sep-2011
    BRADKEN LTD
  Security   Q17369101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   05-Oct-2011
  ISIN   AU000000BKN3    Agenda   703322103 - Management
  Record Date      Holding Recon Date   03-Oct-2011
  City / Country   NEW SOUTH WALES                     / Australia    Vote Deadline Date   27-Sep-2011
  SEDOL(s)   B013SX6 - B01B9B5 - B02MJQ2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2, 5, 6 AND 7 VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THA-T YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (2, 5, 6 AND 7)-, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH TH-E VOTING EXCLUSION.   Non-Voting       None
  2    To adopt the Remuneration Report   Management   For   For   Against
  3(a)    Re-election of Mr Nicholas Greiner, as a Director   Management   For   For   For
  3(b)    Re-election of Mr Gregory Laurie, as a Director   Management   For   For   For
  4    Election of Dr Eileen Doyle, as a Director   Management   For   For   For
  5    Grant of Restricted Share Rights to Mr Brian Hodges   Management   For   For   For
  6    Increase in Maximum Aggregate Directors’ Fees   Management   For   For   For
  7    Approval of issue of shares under Institutional Placement   Management   For   For   For
     PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF RESOLUTION 5 IN VOTING-EXCLUSION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETUR-N THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK- YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  81,100     23-Sep-2011   27-Sep-2011
    FBD HOLDINGS PLC
  Security   G3335G107    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   17-Oct-2011
  ISIN   IE0003290289    Agenda   703361016 - Management
  Record Date   13-Oct-2011    Holding Recon Date   13-Oct-2011
  City / Country   DUBLIN                     / Ireland    Vote Deadline Date   10-Oct-2011
  SEDOL(s)   0329028 - 4005272 - 4330231 - B0WH2V3 - B1GKH09    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    That the Proposed Transaction, to enter into a joint venture to share management and ownership of FBD Property & Leisure and its subsidiary undertakings, between FBD Holdings plc and Farmer Business Developments pursuant to the Proposed Transaction Documents (as defined in the circular to shareholders dated 29 September 2011, a copy of which has been produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification only (the “Circular”)), in the manner and on the terms and conditions of the Proposed Transaction Documents and which, as described in the Circular, comprises a “related party transaction” under the Listing Rules, be and is hereby approved and that the directors be and are hereby authorised to take all such steps as may be necessary or desirable in relation thereto and to CONTD   Management   For   For   None
  CONT    CONTD carry the same into effect with such modifications, variations,-revisions or amendments (providing such modifications, variations or-amendment are not of a material nature) as they shall deem necessary or- desirable   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  59,066     10-Oct-2011   10-Oct-2011
    IMDEX LIMITED (FORMERLY IMDEX NL)
  Security   Q4878M104      Meeting Type   Annual General Meeting
  Ticker Symbol        Meeting Date   20-Oct-2011
  ISIN   AU000000IMD5      Agenda   703338524 - Management
  Record Date        Holding Recon Date   18-Oct-2011
  City / Country   WEST PERTH            / Australia   Vote Deadline Date   12-Oct-2011
  SEDOL(s)   6462154 - B1HHRN2 - B39YPS6      Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   

VOTING EXCLUSIONS APPLY TO THIS

MEETING FOR PROPOSALS 3, 4 AND 5 AND

VOTES-CAST BY ANY INDIVIDUAL OR

RELATED PARTY WHO BENEFIT FROM THE

PASSING OF THE-PROPOSAL/S WILL BE

DISREGARDED BY THE COMPANY. HENCE,

IF YOU HAVE OBTAINED-BENEFIT OR

EXPECT TO OBTAIN FUTURE BENEFIT YOU

SHOULD NOT VOTE (OR VOTE-”ABSTAIN”)

ON THE RELEVANT PROPOSAL ITEMS. BY

DOING SO, YOU ACKNOWLEDGE THAT-YOU

HAVE OBTAINED BENEFIT OR EXPECT TO

OBTAIN BENEFIT BY THE PASSING OF THE-

RELEVANT PROPOSAL/S. BY VOTING (FOR

OR AGAINST) ON PROPOSAL (3, 4 AND 5),

YOU-ACKNOWLEDGE THAT YOU HAVE NOT

OBTAINED BENEFIT NEITHER EXPECT TO

OBTAIN-BENEFIT BY THE PASSING OF THE

RELEVANT PROPOSAL/S AND YOU COMPLY

WITH THE-VOTING EXCLUSION.

  Non-Voting       None
  2    Re-election of Director, Mr. Lemmel   Management   For   For   None
  3    Issue of Performance Rights to Mr. Ridgeway   Management   For   For   None
  4    Ratification of the issue of 3,206,770 Shares   Management   For   For   None
  5    Ratification of the issue of Staff Shares   Management   For   For   None
  6    Remuneration Report   Management   For   For   None
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN
TRUST
  366,133     06-Oct-2011   12-Oct-2011
    SAI GLOBAL LTD
  Security   Q8227J100      Meeting Type   Annual General Meeting
  Ticker Symbol        Meeting Date   21-Oct-2011
  ISIN   AU000000SAI8      Agenda   703339590 - Management
  Record Date        Holding Recon Date   19-Oct-2011
  City / Country   SYDNEY            / Australia   Vote Deadline Date   13-Oct-2011
  SEDOL(s)   6716958 - B0373K8 - B0635V8      Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 4, 5, 6 AND 7 AND VOT-ES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF-THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAIN-ED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE-THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF-THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (1, 4, 5, 6-AND 7), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO O-BTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY W-ITH THE VOTING EXCLUSION.    Non-Voting       None
  1   Remuneration Report    Management   For   For   None


  2   

Re-election of Non-Executive Director: Mr.

Robert Wright

  Management   For   For   None
  3   

Re-election of Non-Executive Director: Mr.

Andrew Dutton

  Management   For   For   None
  4   

Approval of Revised SAI Global Executive

Incentive Plan

  Management   For   For   None
  5   

Adoption of additional Revised Plans for other

jurisdictions

  Management   For   For   None
  6   

Approval of issue of Performance Share Rights to

Anthony Scotton, Chief Executive Officer

  Management   For   For   None
  7   

Approval of an increase in the total remuneration

pool available for Board fees paid to Non-

executive Directors

  Management   For   For   None
    

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF VOTING EXCLUSION

FOR RE-SOLUTIONS 5 AND 6. IF YOU HAVE

ALREADY SENT IN YOUR VOTES, PLEASE DO

NOT RETUR-N THIS PROXY FORM UNLESS

YOU DECIDE TO AMEND YOUR ORIGINAL

INSTRUCTIONS. THANK-YOU.

  Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  132,897     10-Oct-2011   13-Oct-2011
    GOODPACK LTD
  Security   Y2808U106     Meeting Type   Annual General Meeting
  Ticker Symbol       Meeting Date   27-Oct-2011
  ISIN   SG1I78884307     Agenda   703386222 - Management
  Record Date       Holding Recon Date   25-Oct-2011
  City / Country   SINGAPORE               / Singapore   Vote Deadline Date   19-Oct-2011
  SEDOL(s)     6269708 - B134VH9   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended 30 June 2011 together with the Auditors’ Report thereon   Management   For   For   None
  2    To declare a Tax Exempt (one tier) Final Dividend of 2 cents per ordinary share for the financial year ended 30 June 2011   Management   For   For   None
  3    To declare a Tax Exempt (one tier) Special Dividend of 1 cent per ordinary share for the financial year ended 30 June 2011   Management   For   For   None
  4    To re-elect Mr Liew Yew Pin, a Director retiring pursuant to Article 91 of the Company’s Articles of Association   Management   For   For   None
  5    To re-elect Mr Mah Kim Loong Leslie, a Director retiring pursuant to Article 91 of the Company’s Articles of Association   Management   For   For   None
  6    To approve the payment of Directors’ Fees of SGD 145,000 (30 June 2010: SGD 150,000) for the financial year ended 30 June 2011   Management   For   For   None
  7    To appoint Messrs Deloitte & Touche LLP as auditors of the Company and authorize the Directors to fix their remuneration   Management   For   For   None
  8    General Mandate to authorize the Directors to issue shares or convertible securities   Management   For   For   None
  9    Authority to allot and issue shares under the Goodpack Performance Share Option Scheme   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  467,000     18-Oct-2011   21-Oct-2011
    GOODPACK LTD
  Security   Y2808U106     Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol       Meeting Date   27-Oct-2011
  ISIN   SG1I78884307     Agenda   703386234 - Management
  Record Date       Holding Recon Date   25-Oct-2011
  City / Country   SINGAPORE               / Singapore   Vote Deadline Date   19-Oct-2011
  SEDOL(s)     6269708 - B134VH9   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    The proposed share buyback mandate   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  467,000     18-Oct-2011   21-Oct-2011
    FLEURY SA, SAO PAULO
  Security   P418BW104      Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol        Meeting Date   31-Oct-2011
  ISIN   BRFLRYACNOR5      Agenda   703395992 - Management
  Record Date        Holding Recon Date   27-Oct-2011
  City / Country   SAO PAULO               / Brazil    Vote Deadline Date   21-Oct-2011
  SEDOL(s)     B4X4D29    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None


  CMMT    PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST-INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON-THIS ITEM IS RECEIVED WITHOUT A CANDIDATE’S NAME, YOUR VOTE WILL BE PROCESSED-IN FAVOR OR AGAINST OF THE DEFAULT COMPANY’S CANDIDATE. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU   Non-Voting       None
  A    To ratify, in accordance with the terms of article 256 of law number 6404 of 1976, as amended, from here onwards the Brazilian corporate law, the acquisition, by the company, of 50 percent of the voting and total capital of labs Cardiolab Exames Complementares S.a., a share corporations that is duly incorporated in accordance with the laws of the federative republic of Brazil, with corporate taxpayer id number, CNPJ.MF, 27.001.049.0001.15, with its head office at Rua Almirante Baltazar, 383 through 435, Part, Sao Cristovao, zip code 20941.150, in the city and state of Rio De Janeiro, from here onwards Cardiolab   Management   No Action     None
  B    To ratify the appointment made by the managers of the company and of Cardiolab of the specialized company Planconsult Planejamento E Consultoria ltda., a limited company with its head office at Avenida Das Nacoes Unidas, 13797, block II, 17th floor, in the city of Sao Paulo, state of Sao Paulo, zip code 04794.000, with corporate taxpayer id number   Management   No Action     None
     51.163.798.0001.23, to carry out the valuation of the shares of Cardiolab, based on their respective economic value, for the purposes I. of that which is provided for in article 256 of the Brazilian corporate law, and II. of the capital increase resulting from the share merger, as defined below        
  C    To consider and vote regarding the valuation report referred to in item B above   Management   No Action     None
  D    To consider and vote regarding I. the protocol of merger of shares and instrument of justification, from here onwards the protocol, entered into by the management of Cardiolab and that of the company, which reflects the terms of the merger of the shares of Cardiolab into the company, from here onwards the share merger, and II. the substitution ratio of the shares of Cardiolab with new shares to be issued by the company, in accordance with that which is provided for in the protocol   Management   No Action     None
  E    To vote regarding the share merger and the increase of the share capital of the company resulting from it, as well as the consequent amendment of article 5 of the corporate bylaws   Management   No Action     None
  F    To vote regarding the increase of the limit of the authorized capital of the company to 160 million shares, as well as the consequent amendment of article 6 of the corporate bylaws   Management   No Action     None
  G    To vote regarding the increase in the number of members who are to make up the board of directors of the company to, at most, 10 full members and up to seven alternate members, as well as the exclusion of the obligation of the members of the board of directors to be shareholders of the company and the consequent amendment of article 13 of the corporate bylaws   Management   No Action     None
  H    To elect two full members to the board of directors of the company and one alternate member, as well as to appoint the chairperson and the vice chairperson of the board of directors   Management   No Action     None
  I    To vote regarding the adaptation of the corporate bylaws of the company to the minimal bylaws clauses of the Novo Mercado as a result of the amendment of the Novo Mercado listing regulations   Management   No Action     None
  J    To approve the amendment and consolidation of the corporate bylaws of the company, as a result of the resolutions above   Management   No Action     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  46,200     25-Oct-2011   25-Oct-2011
    HANKUK CARBON CO LTD, MIRYANG
  Security   Y3058W115      Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol        Meeting Date   02-Dec-2011
  ISIN   KR7017960006      Agenda   703445987 - Management
  Record Date   02-Nov-2011      Holding Recon Date   02-Nov-2011
  City / Country   KYUNGSANGNAM DO               / Korea, Republic Of    Vote Deadline Date   22-Nov-2011
  SEDOL(s)     6153180    Quick Code  


    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 902085 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  1    Election of director: Jeongmi Jo, Yeongsu Kim, Jangwoo Park, Jungwan Lee   Management   For   For   None
  2    Election of auditor: Bal Jeong   Management   For   For   None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN DIRECTORS AND AUDITORS NA-ME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FO-RM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  86,800     22-Nov-2011   23-Nov-2011
    TPG TELECOM LTD
  Security   Q8702T151      Meeting Type   Annual General Meeting
  Ticker Symbol        Meeting Date   07-Dec-2011
  ISIN   AU000000TPM6      Agenda   703419451 - Management
  Record Date        Holding Recon Date   05-Dec-2011
  City / Country   MACQUARIE PARK               / Australia    Vote Deadline Date   29-Nov-2011
  SEDOL(s)     6351876 - B1HJ5T0    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 2 AND VOTES CAST BY-ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (1 AND 2), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION.   Non-Voting       None
  1    To adopt the Remuneration Report for the year ended 31 July 2011   Management   For   For   Against
  2    To re-elect Denis Ledbury as a Director   Management   For   For   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  455,500     17-Nov-2011   29-Nov-2011

 

    BANK OF QUEENSLAND LTD, BRISBANE QLD
  Security      Q12764116   Meeting Type   Annual General Meeting
  Ticker Symbol        Meeting Date   08-Dec-2011
  ISIN      AU000000BOQ8   Agenda   703433526 - Management
  Record Date        Holding Recon Date   06-Dec-2011
  City / Country   BRISBANE            / Australia   Vote Deadline Date   30-Nov-2011
  SEDOL(s)      6076243 - B1HHQR9 - B29Z6L2   Quick Code  

 

    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 3 TO 6 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-”ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE- RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (3 TO 6), YOU- ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION.   Non-Voting       None
  2a    Re-election of Neil Summerson as a director   Management   For   For   For
  2b    Re-election of Roger Davis as a director   Management   For   For   For
  2c    Election of Michelle Tredenick as a director   Management   For   For   For
  3    Approval of Future Issues Under the Award Rights Plan   Management   For   For   For
  4    Approval of Award Rights under the Managing Director’s Long Term Incentive Package   Management   For   For   For
  5    Approval of Award Rights under the Managing Director’s Short Term Incentive Package   Management   For   For   For
  6    Remuneration Report - non-binding resolution   Management   For   For   For


  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  75,680     28-Nov-2011   30-Nov-2011
    KWS SAAT AG, EINBECK
  Security   D39062100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   14-Dec-2011
  ISIN   DE0007074007    Agenda   703416227 - Management
  Record Date   22-Nov-2011    Holding Recon Date   22-Nov-2011
  City / Country   EINBECK                     / Germany    Vote Deadline Date   30-Nov-2011
  SEDOL(s)   4495044 - B16HTQ0 - B28JWP1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
     ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.   Non-Voting       None
     PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 23.11.2011, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS I-S DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMA-N LAW. THANK YOU.   Non-Voting       None
     COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 29.11.2011. FURTHER INFORMATION ON CO-UNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE.   Non-Voting       None
  1.    Presentation of the financial statements and annual report for the 2010/2011 f-inancial year with the report of the Supervisory Board, the group financial st-atements and group annual report as well as the report by the Board of MDs pur-suant to Sections 289(4) and 315(4) of the German Commercial Code   Non-Voting       None
  2.    Resolution on the appropriation of the distributable profit of EUR 15,940,000 as follows: Payment of a dividend of EUR 2.10 per no-par share plus a bonus of EUR 0.20 per share EUR 760,000 shall be carried forward Ex-dividend and payable date: December 15, 2011   Management   For   For   None
  3.    Ratification of the acts of the Board of MDs   Management   For   For   None
  4    Ratification of the acts of the Supervisory Board   Management   For   For   None
  5.    Appointment of auditors for the 2011/2012 financial year: Deloitee + Touche GmbH, Hanover   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date  

Date

Confirmed

  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  3,845     17-Nov-2011   30-Nov-2011
    FLEURY SA, SAO PAULO
  Security   P418BW104    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   30-Dec-2011
  ISIN   BRFLRYACNOR5    Agenda   703515431 - Management
  Record Date      Holding Recon Date   28-Dec-2011
  City / Country   SAO PAULO                     / Brazil    Vote Deadline Date   22-Dec-2011
  SEDOL(s)   B4X4D29    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred
Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None


  1   

To ratify the appointment of

PricewaterhouseCoopers auditores

independetes, a professional company

established in the city of Sao Paulo, state of Sao

Paulo, at Avenida Francisco Matarazzo 1400, on

the 9th, 10th, 13th, 14th, 15th, 16th and 17th

floors, Torre Torino, Agua Branca, with corporate

taxpayer id number, CNPJ.Mf,

61.562.112.0001.20, originally registered with the

Sao Paulo state regional accounting board under

number 2sp000160.O.5, as the specialized

company responsible for the valuation of the

equity of labs Cardiolab Exames

Complementares S.A.

  Management   No Action   None
  2   

To consider and vote regarding the valuation

report of the equity of labs Cardiolab Exames

Complementares S.A. prepared by the

specialized company

  Management   No Action   None
  3   

To consider and vote regarding the protocol of

merger and instrument of justification signed by

the managers of the company and of labs

Cardiolab Exames Complementares S.A

  Management   No Action   None
  4   

To vote regarding the merger of labs Cardiolab

Exames Complementares S.A. into the company,

from here onwards the merger, in accordance

with the terms of the protocol and other

documents placed at the disposal of the

shareholders

  Management   No Action   None
  5   

To vote regarding the transformation of the

establishments, head office and branches, of the

merged company into a branch of the company

conducting the merger through the transfer of its

registration and licenses to branches of the

company

  Management   No Action   None
  6   

To authorize the managers of the company to do

all the acts necessary to carry out the merger

  Management   No Action   None
  CMMT   

PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND

‘AGAINST’ IN THE SAME AGENDA ITEM ARE

NO-T ALLOWED. ONLY VOTES IN FAVOR

AND/OR ABSTAIN OR AGAINST AND/ OR

ABSTAIN ARE A-LLOWED. THANK YOU

  Non-Voting     None
  CMMT   

PLEASE NOTE THAT THIS IS A REVISION

DUE TO ADDITION OF VOTING OPTION

COMMENT.-IF YOU HAVE ALREADY SENT IN

YOUR VOTES, PLEASE DO NOT RETURN

THIS PROXY FORM U-NLESS YOU DECIDE

TO AMEND YOUR ORIGINAL INSTRUCTIONS.

THANK YOU.

  Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  46,200     20-Dec-2011   20-Dec-2011
    SUPERMAX CORPORATION BHD
  Security   Y8310G105    Meeting Type   ExtraOrdinary General Meeting
  Ticker Symbol      Meeting Date   11-Jan-2012
  ISIN   MYL7106OO007    Agenda   703519857 - Management
  Record Date      Holding Recon Date   09-Jan-2012
  City / Country   SELANGOR DARUL EHSAN                     / Malaysia    Vote Deadline Date   03-Jan-2012
  SEDOL(s)   6281597 - B02HLS3 - B1V7L36 - B1VJW73    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    Proposed bonus issue of 340,077,440 new ordinary shares of RM0.50 each in Supermax (“Supermax share(s)” or “share(s)”) (“bonus share(s)”) to be credited as fully paid-up on the basis of one (1) bonus share for every one (1) existing Supermax share held on an entitlement date to be determined later (“proposed bonus issue”)   Management   For   For   None
  2    Proposed purchase by Supermax of up to ten percent (10%) of its issued and paid-up share capital (“proposed share buy-back”)   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  449,500     27-Dec-2011   03-Jan-2012
    SANFORD LTD
  Security   Q82719107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Jan-2012
  ISIN   NZSANE0001S0    Agenda   703518045 - Management
  Record Date      Holding Recon Date   12-Jan-2012
  City / Country   AUCKLAND                     / New Zealand    Vote Deadline Date   18-Jan-2012
  SEDOL(s)   6774183 - B00MT42 - B0J2KT5    Quick Code  
    Item    Proposal   Type   Vote For/Against
Management
     

Preferred Provider

Recommendation

  1    Re-elect Jeffery Todd   Management   For   For   None
  2    Re-elect Bruce Goodfellow   Management   For   For   None
  3    Elect Elizabeth Coutts   Management   For   For   None
  4    Elect Mark Cowsill   Management   For   For   None
  5    Auditor remuneration   Management   For   For   None
  6    Increase Directors’ fees   Management   For   For   None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  143,153     18-Jan-2012   18-Jan-2012


    GOOCH & HOUSEGO PLC
  Security   G3977E105   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   22-Feb-2012
  ISIN   GB0002259116   Agenda   703572823 - Management
  Record Date     Holding Recon Date   15-Feb-2012
  City / Country   SOMERSET                     / United Kingdom   Vote Deadline Date   15-Feb-2012
  SEDOL(s)   0225911 - B02SSJ6 - B0FLD53   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To receive and adopt the Directors’ Report and Accounts   Management   For   For   For
  2    To declare a final dividend of 3.0 pence per ordinary share   Management   For   For   For
  3    To re-elect Gareth Jones as a Director   Management   For   For   For
  4    To re-elect Jan Melles as a Director   Management   For   For   For
  5    To re-appoint PricewaterhouseCoopers LLP as Auditors   Management   For   For   For
  6    To authorise the Directors to fix the Auditors’ remuneration   Management   For   For   For
  7    To authorise the Director to allot Shares   Management   For   For   For
  8    To empower the Directors to disapply statutory pre-emption rights on the allotment of Shares   Management   For   For   For
  9    To authorise the Company to purchase its own Shares   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  81,000     15-Feb-2012   16-Feb-2012
  KHON KAEN SUGAR INDUSTRY PUBLIC CO LTD  
  Security   Y47560118   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   28-Feb-2012
  ISIN   TH0828010015   Agenda   703593079 - Management
  Record Date   10-Feb-2012   Holding Recon Date   10-Feb-2012
  City / Country   BANGKOK                     / Thailand   Vote Deadline Date   21-Feb-2012
  SEDOL(s)   B06D198 - B0Q8579   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  CMMT    IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA-AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN.   Non-Voting       None
  1    To consider and adopt the minutes of the annual general shareholders meeting for the year 2010   Management   For   For   For
  2    To acknowledge the 2011 performance statement   Management   For   For   For
  3    To consider and approve the balance sheet and the profit and loss statement for the fiscal year ended October 31 2011   Management   For   For   For
  4    To consider and approve the allocation of net profit for the annual dividend payment and legal reserves   Management   For   For   For
  5    To consider and elect the new directors to replace those due to retire by rotation   Management   For   For   For
  6    To consider and approve the board of directors remuneration   Management   For   For   For
  7    To consider and appoint the auditors and auditor fees   Management   For   For   For
  8    Other matters. (if any)   Management   Against   Against   Against
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  1,500,100     22-Feb-2012   22-Feb-2012
  CARL ZEISS MEDITEC AG, JENA
  Security   D14895102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-Mar-2012
  ISIN   DE0005313704    Agenda   703587521 - Management
  Record Date   16-Feb-2012    Holding Recon Date   16-Feb-2012
  City / Country   WEIMAR                     / Germany    Vote Deadline Date   24-Feb-2012
  SEDOL(s)   5922961 - B030TW1 - B28FNR8    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred  Provider

Recommendation

     ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.   Non-Voting       None


    

PLEASE NOTE THAT THE TRUE RECORD

DATE FOR THIS MEETING IS 17.02.2012,

WHEREAS-THE MEETING HAS BEEN SETUP

USING THE ACTUAL RECORD DATE-1

BUSINESS DAY. THIS I-S DONE TO ENSURE

THAT ALL POSITIONS REPORTED ARE IN

CONCURRENCE WITH THE GERMA-N LAW.

THANK YOU.

  Non-Voting       None
    

COUNTER PROPOSALS MAY BE SUBMITTED

UNTIL 23.02.2012. FURTHER INFORMATION

ON CO-UNTER PROPOSALS CAN BE FOUND

DIRECTLY ON THE ISSUER’S WEBSITE

(PLEASE REFER TO-THE MATERIAL URL

SECTION OF THE APPLICATION). IF YOU

WISH TO ACT ON THESE ITE-MS, YOU WILL

NEED TO REQUEST A MEETING ATTEND

AND VOTE YOUR SHARES DIRECTLY AT-THE

COMPANY’S MEETING. COUNTER

PROPOSALS CANNOT BE REFLECTED IN

THE BALLOT ON-PROXYEDGE.

  Non-Voting       None
  1.   

Presentation of adopted annual financial

statements and approved consolidated-financial

statements as of 30 September 2011, the

management reports for Carl-Zeiss Meditec AG

and Group for the financial year from 01 October

2010 to 30 S-eptember 2011, together with the

explanatory report of the Management Board in-

accordance with Art. 289 (4), 315 (4) HGB and

the Supervisory Board report

  Non-Voting       None
  2.   

Resolution on the distribution of net retained

profits for financial year 2010/2011

  Management   For   For   For
  3.   

Resolution on the discharge of the members of

the Management Board for financial year

2010/2011

  Management   For   For   For
  4.   

Resolution on the discharge of the members of

the Supervisory Board for financial year

2010/2011

  Management   For   For   For
  5.   

Appointment of the auditor of the annual financial

statements and the consolidated financial

statements for financial year 2011/2012: KPMG

AG Wirtschaftsprufungsgesellschaft, Stuttgart

  Management   For   For   For
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  33,270     28-Feb-2012   28-Feb-2012
    DOMINO PRINTING SCIENCES PLC
  Security   G28112103   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   15-Mar-2012
  ISIN   GB0002748050   Agenda   703589676 - Management
  Record Date     Holding Recon Date   13-Mar-2012
  City / Country   CAMBRIDGE                     / United Kingdom   Vote Deadline Date   08-Mar-2012
  SEDOL(s)   0274805 - 5988888 - B02SH99   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    To receive and adopt the accounts, together with reports of the directors and auditors   Management   For   For   For
  2    Approval of Remuneration Report   Management   For   For   For
  3    Declaration of dividend   Management   For   For   For
  4    To re-elect Mr P J Byrom   Management   For   For   For
  5    To re-elect Sir Mark Wrightson   Management   For   For   For
  6    To re-elect Mr P C Ruffles   Management   For   For   For
  7    To re-elect Sir David Brown   Management   For   For   For
  8    To re-elect Mr C Brinsmead   Management   For   For   For
  9    To re-elect Mr N R Bond   Management   For   For   For
  10    To re-elect Mr A C Herbert   Management   For   For   For
  11    To re-elect Mr G Havens   Management   For   For   For
  12    Reappointment of auditors: Deloitte LLP   Management   For   For   For
  13    Remuneration of auditors   Management   For   For   For
  14    Authority for the directors to allot shares   Management   For   For   For
  15    Disapplication of pre-emption rights   Management   For   For   For
  16    Authority for the Company to purchase its own shares   Management   For   For   For
  17    Notice period for general meetings   Management   Against   Against   Against
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

 

NORTHERN

TRUST

  72,600     06-Mar-2012   08-Mar-2012
    CHEIL WORLDWIDE INC, SEOUL
  Security   Y1296G108   Meeting Type   Annual General Meeting
  Ticker Symbol     Meeting Date   16-Mar-2012
  ISIN   KR7030000004   Agenda   703619049 - Management
  Record Date   31-Dec-2011   Holding Recon Date   31-Dec-2011
  City / Country   SEOUL                     / Korea, Republic Of   Vote Deadline Date   06-Mar-2012
  SEDOL(s)   6093231   Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
 

Preferred Provider

Recommendation

  1    Approval of financial statement   Management   For   For   For
  2    Approval of partial amendment to articles of incorporation (addition of business objective)   Management   For   For   For
  3    Election of directors (2 inside directors, 1 outside director): Choe In A, Bak Chan Hyeong and Gim Byeong Do   Management   For   For   For
  4    Election of auditor (1 executive auditor): Hyeon Seong Su   Management   For   For   For
  5    Approval of limit of remuneration for directors   Management   Against   Against   Against
  6    Approval of limit of remuneration for auditors   Management   Against   Against   Against


  Account Number   Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   53,140     06-Mar-2012   06-Mar-2012
    LAURENTIAN BANK OF CANADA, MONTREAL
  Security   51925D106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   20-Mar-2012
  ISIN   CA51925D1069    Agenda   703625181 - Management
  Record Date   25-Jan-2012    Holding Recon Date   25-Jan-2012
  City / Country   MONTREAL                     / Canada    Vote Deadline Date   14-Mar-2012
  SEDOL(s)   2077347 - B3BHZ16 - B3SMST3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “3” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION-NUMBERS “1.1 TO 1.13 AND 2”. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  CMMT    PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE FOR THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1.1    Election of Director: Pierre Anctil   Management   For   For   For
  1.2    Election of Director: Lise Bastarache   Management   For   For   For
  1.3    Election of Director: Jean Bazin   Management   For   For   For
  1.4    Election of Director: Richard Belanger   Management   For   For   For
  1.5    Election of Director: Isabelle Courville   Management   For   For   For
  1.6    Election of Director: L. Denis Desautels   Management   For   For   For
  1.7    Election of Director: Pierre Genest   Management   For   For   For
  1.8    Election of Director: Michel Labonte   Management   For   For   For
  1.9    Election of Director: Jacqueline C. Orange   Management   For   For   For
  1.10    Election of Director: Marie-France Poulin   Management   For   For   For
  1.11    Election of Director: Rejean Robitaille   Management   For   For   For
  1.12    Election of Director: Michelle R. Savoy   Management   For   For   For
  1.13    Election of Director: Jonathan I. Wener   Management   For   For   For
  2    Appointment of the accounting firm Ernst & Young LLP, as auditor   Management   For   For   For
  3    Advisory Vote on Named Executive Officer Compensation   Management   For   For   For
  4    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Stock Purchase Options and Actual Performance of Officers   Shareholder   Against   For   Against
  5    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Compensation Based on Performance   Shareholder   Against   For   Against
  6    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Independence of Compensation Advisors   Shareholder   Against   For   Against
  7    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Metrics Used for Executive Compensation   Shareholder   Against   For   Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   18,900     14-Mar-2012   14-Mar-2012
    PICO FAR EAST HOLDINGS LTD, GEORGE TOWN
  Security   G7082H127    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Mar-2012
  ISIN   KYG7082H1276    Agenda   703604531 - Management
  Record Date   16-Mar-2012    Holding Recon Date   16-Mar-2012
  City / Country   HONG KONG                     / Cayman Islands    Vote Deadline Date   12-Mar-2012
  SEDOL(s)   B0Z1B71 - B0ZCCF9 - B3BJF56    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS “1 TO 12 “. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item         
  CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0214/LTN20120214122.pdf    Non-Voting       None
    Comments-Non Voting Agenda Item         
  1   To receive and consider the Audited Financial Statements and the Directors’ Report and the Independent Auditor’s Report for the year ended October 31, 2011    Management   For   For   For
  2   To re-elect Mr. Lawrence Chia Song Huat as director of the Company    Management   For   For   Against
    Comments-Affiliate/Insider on Compensation Committee      
  3   To re-elect Mr. Gregory Robert Scott Crichton as director of the Company    Management   For   For   For
  4   To re-elect Mr. Charlie Yucheng Shi as director of the Company    Management   Against   Against   Against
    Comments-Audit fees or breakdown not disclosed      


 

5

   To re-appoint RSM Nelson Wheeler as the auditor and to authorise the board of directors (the “Board”) to fix the auditor’s remuneration   Management   Abstain   Against   Abstain
     Comments-Failure to disclose audit fees        
  6    To authorise the Board to fix the directors’ remuneration   Management   Against   Against   Against
     Comments-Fees are excessive        
  7    To declare a final dividend of HK4.0 cents per share for the year ended October 31, 2011   Management   For   For   For
  8    To declare a special dividend of HK4.0 cents per share for the year ended October 31, 2011   Management   For   For   For
  9    To grant an unconditional mandate to the directors to allot shares, to issue warrants to subscribe for shares and to make offers or agreements or grant options which would or might require shares to be allotted or issued as set out in the ordinary resolution in item 9 of the notice of the Meeting   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount        
  10    To grant an unconditional mandate to the directors to repurchase the Company’s own shares as set out in the ordinary resolution in item 10 of the notice of the Meeting   Management   For   For   For
  11    To extend the general mandate granted to the directors to issue shares under resolution 9 above by including the nominal amount of shares repurchased as set out in the ordinary resolution in item 11 of the notice of the Meeting   Management   Against   Against   Against
     Comments-Size of issuance is excessive        
  12    To approve and adopt the New Share Option Scheme and to authorise the Directors of the Company to grant options to the eligible participants and to allot and issue Shares upon the exercise of any option granted   Management   Against   Against   Against
     Comments-Excessive range of participants        
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   2,640,000     12-Mar-2012   13-Mar-2012
    SAM WHA CAPACITOR CO LTD, YONGIN-GUN
  Security   Y74696108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Mar-2012
  ISIN   KR7001820000    Agenda   703620369 - Management
  Record Date   31-Dec-2011    Holding Recon Date   31-Dec-2011
  City / Country   GYOUNGGIDO             / Korea, Republic Of    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   6220738    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of financial statements   Management   For   For   For
  2    Amendment of articles of incorporation   Management   Against   Against   Against
     Comments-On balance, not in best interests of shareholders
  3    Election of directors: O Yeong Ju, Hong Jin Bae   Management   For   For   For
  4    Approval of remuneration for director   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   59,200     12-Mar-2012   13-Mar-2012
    HANKUK CARBON CO LTD, MIRYANG
  Security   Y3058W115   Meeting Type    Annual General Meeting
  Ticker Symbol     Meeting Date    23-Mar-2012
  ISIN   KR7017960006   Agenda    703645638 - Management
  Record Date   31-Dec-2011   Holding Recon Date    31-Dec-2011
  City / Country   TBA             / Korea, Republic Of   Vote Deadline Date    13-Mar-2012
  SEDOL(s)   6153180   Quick Code   
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approval of financial statements   Management   For   For   For
  2    Election of directors: I Myeong Hwa, Im An Sik   Management   For   For   For
  3    Election of auditor Sin Dong Ha   Management   Against   Against   Against
     Comments-Not in best interests of shareholders
  4    Approval of remuneration for director   Management   For   For   For
  5    Approval of remuneration for auditor   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   102,800     12-Mar-2012   13-Mar-2012
    VACON OYJ
  Security   X9582Y106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Mar-2012
  ISIN   FI0009009567    Agenda   703616788 - Management
  Record Date   15-Mar-2012    Holding Recon Date   15-Mar-2012
  City / Country   VAASA / Finland    Vote Deadline Date   13-Mar-2012
  SEDOL(s)   4767851 - B02GB79 - B182H14 - B28N1H8    Quick Code  
    Item    Proposal    Type   Vote  

For/Against

Management

  Preferred Provider
Recommendation
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED    Non-Voting       None
  1    Opening of the meeting    Non-Voting       None


  2    Calling the meeting to order   Non-Voting     None
  3    Election of persons to scrutinize the minutes and to supervise the counting-of votes   Non-Voting     None
  4    Recording the legality of the meeting   Non-Voting     None
  5    Recording the attendance at the meeting and adoption of the list of votes   Non-Voting     None
  6    Presentation of the annual accounts, the report of the board of directors and-the auditor’s report for the year 2011   Non-Voting     None
  7    Adoption of annual accounts   Management   No Action   For
  8    Resolution on the use of the profit shown on the balance sheet and the payment of dividend the board proposes that a dividend of EUR0,90 per share be paid   Management   No Action   For
  9    Resolution on the discharge of the members of board of directors and the CEO from liability   Management   No Action   For
  10    Resolution on the remuneration of the members of the board of directors   Management   No Action   Against
  11    Resolution on the number of members of the board of directors. The board proposes that the number of members of the board be seven (7)   Management   No Action   For
  12    Election of members of the board of directors. The board proposes that P.Ahlqvist, J.Eklund, J.Inborr, J.Kytola, P.Routila, M.Vehvilainen and R.Viitala be re-elected   Management   No Action   For
  13    Resolution on the remuneration of the auditor   Management   No Action   For
  14    Resolution on the number of auditors and the election of the auditor. The board proposes that the number of auditors be one and that PricewaterhouseCoopers Oy be elected as auditor   Management   No Action   For
  15    Authorizing the board of directors to decide on the repurchase of the company’s own shares   Management   No Action   For
  16    Authorizing the board of directors to decide on the issuance of shares   Management   No Action   For
  17    Closing of the meeting   Non-Voting     None
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   12,177     12-Mar-2012   12-Mar-2012
    VAISALA OY, VANTAA
  Security   X9598K108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Mar-2012
  ISIN   FI0009900682    Agenda   703619532 - Management
  Record Date   16-Mar-2012    Holding Recon Date   16-Mar-2012
  City / Country   VANTAA                     / Finland    Vote Deadline Date   14-Mar-2012
  SEDOL(s)   4924139 - 5932357 - B1VVWP7 - B28N1K1 - B3BK4Y1    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  1    Opening of the meeting   Non-Voting       None
  2    Matters of order for the meeting   Non-Voting       None
  3    Election of persons to confirm the minutes and to verify the counting of-votes   Non-Voting       None
  4    Recording the legal convening of the meeting   Non-Voting       None
  5    Recording the attendance at the meeting and adoption of the list of votes   Non-Voting       None
  6    Presentation of annual accounts, the review by the board of directors and the-auditor’s report for the year 2011   Non-Voting       None
  7    Adoption of the annual accounts   Management   No Action     For
  8    Resolution on the use of the profit shown on the balance sheet and the payment of dividend. The board of directors proposes that dividend of EUR 0.65 per share be paid   Management   No Action     For
  9    Resolution on the discharge of the members of the board of directors and the CEO and president from liability   Management   No Action     For
  10    Resolution on the remuneration of the members of the board of directors   Management   No Action     For
  11    Resolution on the number of members of the board of directors. Shareholders representing more than 10pct of all the votes in the company have proposed that the number of board members be six (6)   Management   No Action     For
  12    Election of members of the board of directors the terms of office of board members S. Gustavson and M. Voipio will end at the AGM as M. Gustavson is not available for re-election, shareholders re- presenting more than 10pct of all votes in the company propose that M. Voipio be re-elected   Management   No Action     For
  13    Resolution on the remuneration of the auditor   Management   No Action     For
  14    Election of auditor. The board of directors propose that PricewaterhouseCoopers Oy be re- elected as company’s auditor   Management   No Action     For


  15    Proposal by the board of directors for authorizing the board of directors to decide on the directed acquisition of own A-shares   Management   No Action   For
  16    Proposal by the board of directors for authorizing the board of directors to decide on the transfer of the company’s own shares   Management   No Action   For
  17    Proposal by the board of directors for authorizing the board of directors to decide on donations   Management   No Action   For
  18    Closing of the meeting   Non-Voting     None
     PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF THE RES-OLUTION 15. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS-PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting     None
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   18,233     14-Mar-2012   14-Mar-2012
    INDUSTRIAL AND FINANCIAL SYSTEMS IFS AB, LINKOPING  

 

  Security   W4492T124    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   SE0000189946    Agenda   703632287 - Management
  Record Date   23-Mar-2012    Holding Recon Date   23-Mar-2012
  City / Country   STOCKHOLM / Sweden    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   5081709 - 5972535 - B02V4V9 - B290521    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  1    The meeting is called to order   Non-Voting       None
  2    Election of chairman for the meeting: Anders Boos   Non-Voting       None
  3    Drawing up and approval of the register of voters   Non-Voting       None
  4    Approval of the agenda   Non-Voting       None
  5    Election of one or two members to verify the minutes   Non-Voting       None
  6    Determine whether the meeting has been duly convened   Non-Voting       None
  7.a    Statements: Chairman of the board’s statement   Non-Voting       None
  7.b    Statements: Chief executive officer’s (CEO) statement   Non-Voting       None
  8    Presentation of the annual report and the auditor’s report as well as the-consolidated statement of income and the consolidated balance sheet   Non-Voting       None
  9    Resolution to approve the statement of income and the balance sheet as well as the consolidated statement of income and the consolidated balance sheet   Management   No Action     For
  10    Resolution on allocations concerning Group income in accordance with the approved balance sheet   Management   No Action     For
  11    Resolution to discharge the members of the board and the chief executive officer from liability   Management   No Action     For
  12    Determine the number of members of the board and deputies   Management   No Action     For
  13    Determine remuneration for the board and the auditors: Directors’ fees (including remuneration for work on the audit committee) shall amount to a total of SKr 2,700,000, of which SKr 1,250,000 shall be paid to the chairman of the board and SKr 325,000 shall be paid to each of the remaining board members, with the exception of the CEO. A fee of SKr 100,000 shall be paid to the chairman and SKr 50,000 to other members of the audit committee, both unchanged from the previous year   Management   No Action     For
  14    Election of board members: Anders Boos, Bengt Nilsson, Ulrika Hagdahl, Birgitta Klasen, Neil Masom, Alastair Sorbie and Anders Boos be re- elected as chairman of the board   Management   No Action     For


  15.a   Resolution concerning guidelines for the remuneration of corporate management and incentive program: Resolution concerning guidelines for the remuneration of corporate management   Management   No Action     For
  15.b   Resolution concerning guidelines for the remuneration of corporate management and incentive program: Resolution concerning incentive program   Management   No Action     For
  16   Proposal concerning the establishment of a nomination committee   Management   No Action     For
  17   Resolution concerning the reduction of capital stock   Management   No Action     For
  18   Resolution to authorize the board to resolve to repurchase and lend shares   Management   No Action     For
  19   The meeting is closed   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   61,636     15-Mar-2012   15-Mar-2012
    NKT HLDG AS
  Security   K7037A107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   DK0010287663    Agenda   703641375 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country   COPENHAGEN                     / Denmark    Vote Deadline Date   16-Mar-2012
  SEDOL(s)   7106354 - B01XW90 - B0Z52D6 - B28L0Z3    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED-AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT-PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST-VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE- SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF-REQUESTED. THANK YOU   Non-Voting       None
  CMMT    PLEASE BE ADVISED THAT SOME SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE-REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO- PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF-THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE-REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.   Non-Voting       None
  1    Report by the Board of Directors on the Company’s activities in 2011   Management   No Action     For
  2    Presentation of the annual report   Management   No Action     For
  3    Adoption of the annual report   Management   No Action     For
  4    Proposal by the Board of Directors for the distribution of profits   Management   No Action     For
  5    Resolution discharging the Management and Board of Directors from their liabilities   Management   No Action     For
  6    Approval of the Board of Directors’ remuneration   Management   No Action     For
  7.1    Re-election of Board member: Christian Kjaer   Management   No Action     Against
  7.2    Re-election of Board member: Jens Due Olsen   Management   No Action     For
  7.3    Re-election of Board member: Jens Maaloe   Management   No Action     For
  7.4    Re-election of Board member: Kurt Bligaard Pedersen   Management   No Action     For
  7.5    Re-election of Board member: Lone Fonss Schroder   Management   No Action     For
  7.6    Re-election of Board member: Jan Trojborg   Management   No Action     For
  8    Election of public accountant: It is proposed that KPMG Statsautoriseret Revisionspartnerselskab (CVR no. 30 70 02 28) be reelected as sole auditor of the Company   Management   No Action     For


  9.1   Proposal for the authorisation for the Board of Directors to raise loans against bonds which confer upon the lender the right to convert his claim into a maximum of nominally 44,000,000 DKK, corresponding to 2,200,000 new shares. The authorisation shall apply for a period of 5 years until 29 March 2017 by a decision of the Board of Directors, and the authorisation shall permit the Board of Directors to raise convertible loans by one or more issues. The Board of Directors shall also be authorised to effect the consequential increase of the capital. The Board of Directors may decide to depart from the shareholders’ pre-emption right, and in case the shareholders’ pre-emption right is departed from, the convertible loans shall be offered at a subscription price and a CONTD   Management   No Action   For
  CONT   CONTD conversion price which in aggregate corresponds to at least the market-price of the shares at the date of the decision of the Board of Directors. It-is further observed that the proposal looks different than the existing-Article 3C as the authorisation is now divided into Articles 3C I, 3C II and-3C III. This is due to the recent decision of the Danish Business Authority-requiring that decisions of capital increases are to include a provision-regarding capital increases with departure from the shareholders’ pre-emption- right and an additional provision regarding capital increases with preemption-right for the shareholders. Materially no change has been made to the-existing Article 3C, as a cap on the amount of the convertible loan(s) that-the Board of Directors may decide upon has been included in Article 3C III.-CONTD   Non-Voting     None
  CONT   CONTD The Board of Directors proposes the specified new provisions inserted-in the Articles of Association as Articles 3C I, 3C II and 3C III   Non-Voting     None
  9.2   Proposal for the amendment of Article 5(3) regarding the procedure for notices convening general meetings with the purpose of simplifying the procedure of notices so that the notice convening annual general meetings of the Company in the future shall take place by a notice being published on the Company’s website, save for situations where a shareholder entered in the Company’s share register has requested to receive written notice, in which case written notice will be given to the shareholder in question. Notice convening general meetings will also be advertised in the IT-system of the Danish Business Authority. Article 5(3) of the Articles of Association is proposed amended to have the following wording: General meetings shall be called by the Board of Directors CONTD   Management   No Action   For
  CONT   CONTD not earlier than five weeks and not later than three weeks before the-general meeting by publishing a notice on the Company’s website, www.nkt.dk.-The notice shall also be forwarded in writing to all shareholders entered-into the Company’s share register who have so requested and shall be-advertised in the IT-system of the Danish Business Authority. As a-consequence of the above Article 5(4) of the Articles of Association is-amended whereby the reference to the sending of the notice to all registered- shareholders is deleted. The wording will be as follows: Notices calling a-general meeting shall include the agenda of the meeting and the substantial-part of the proposal for amendments to the Articles of Association. If-proposals are submitted which require the resolution to be passed in the-Danish Companies Act CONTD   Non-Voting     For
  CONT   CONTD section 77(2), 92(1) or (5) or 107(1) or (2), the notice calling the-meeting shall comprise the full wording of the proposal for the amendment to-the Articles of Association   Non-Voting     Against
  9.3   The Board of Directors proposes that the chairman shall be authorised to carry out registration with the Danish Business Authority of the amendments to the Articles of Association which are carried at the Annual General Meeting, and that the chairman shall be authorised to make the changes and additions to the approved amendments to the Articles of Association and other matter that the Danish Business Authority may require in order to register the decisions carried at the Annual General Meeting   Management   No Action   None
  10   Any other proposals   Management   No Action   None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   11,350     16-Mar-2012   16-Mar-2012
    NAKANISHI INC.
  Security   J4800J102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   JP3642500007    Agenda   703658091 - Management


  Record Date   30-Dec-2011    Holding Recon Date   30-Dec-2011
  City / Country   TOCHIGI                     / Japan    Vote Deadline Date   19-Mar-2012
  SEDOL(s)   6271071 - B3BJ7S3    Quick Code   77160
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approve Appropriation of Profits   Management   For   For   For
  2.1    Appoint a Director   Management   For   For   Against
     Comments-Harding Loevner is voting in favor of Eiichi Nakanishi and Kansuke Nakanishi as they have, under their tenure, acted with prudence and transparency.
  2.2    Appoint a Director   Management   For   For   For
  2.3    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   5,900     19-Mar-2012   20-Mar-2012
    DALIAN REFRIGERATION CO LTD
  Security   Y1964W104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   29-Mar-2012
  ISIN   CNE000000VH7    Agenda   703661581 - Management
  Record Date   22-Mar-2012    Holding Recon Date   22-Mar-2012
  City / Country   SHAHEKOU                     / China    Vote Deadline Date   20-Mar-2012
  SEDOL(s)   6106979    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    2011 work report of the board of directors   Management   For   For   For
  2    2011 work report of the supervisory committee   Management   For   For   For
  3    2011 financial resolution report   Management   For   For   For
  4    2011 profit distribution plan: the detailed profit distribution plan are as follows: 1) cash dividend/10 shares (tax included): CNY 1.50000000 2) bonus issue from profit (share/10 shares): none 3) bonus issue from capital reserve (share/10 shares): none   Management   For   For   For
  5    2012 continuing connected transaction estimate   Management   For   For   For
  6    Appointment of 2012 audit firm   Management   For   For   For
  7    2011 work report of independent directors   Management   For   For   For
  8    Authorization to the management team to apply for bank credit loan   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   644,836     19-Mar-2012   20-Mar-2012
    FLEURY SA, SAO PAULO
  Security   P418BW104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   02-Apr-2012
  ISIN   BRFLRYACNOR5    Agenda   703664602 - Management
  Record Date      Holding Recon Date   29-Mar-2012
  City / Country   SAO PAULO                     / Brazil    Vote Deadline Date   23-Mar-2012
  SEDOL(s)   B4X4D29    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE    Non-Voting       None
  CMMT   PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE- NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU    Non-Voting       None
  I   To receive the accounts of the board of directors, examine, discuss and vote on the financial statements, accompanied by the independent auditors report regarding the 2011 fiscal year    Management   No Action     For
  II   To approve and the destination of the year end results of 2011, the proposal for the capital budget for the year 2012, as well as ratify the interest over capital distributed to shareholders    Management   No Action     For
  III   To approve the proposal for the capital budget for the year 2012    Management   No Action     For
 

Account

Number

  Account Name  

Internal

Account

  Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   51,200     22-Mar-2012   22-Mar-2012
    HUBER + SUHNER AG, SUHNER AG
  Security   H44229187    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   18-Apr-2012
  ISIN   CH0030380734    Agenda   703676380 - Management
  Record Date   10-Apr-2012    Holding Recon Date   10-Apr-2012
  City / Country   HERISAU                     / Switzerland    Vote Deadline Date   04-Apr-2012
  SEDOL(s)   7132832 - B1CC9J2 - B1Z71T8    Quick Code  


    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935400, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
  1   The Board of Directors proposes the approval of the annual report, the annual accounts and the consolidated accounts 2011    Management   For   For   For
  2   Allocation of profits    Management   For   For   For
  3   The Board of Directors proposes to grant discharge the members of the Board of Directors and of the Executive Group Management for the business year 2011    Management   For   For   For
  4.1.1   The Board of Directors proposes the re-election of David W. Syz for a limited age-related term of office of two years    Management   For   For   For
  4.1.2   The Board of Directors proposes the re-election of Erich Walser for a further term of office of three years    Management   For   For   For
  4.1.3   The Board of Directors proposes the re-election of Beat Kalin for a further term of office of three years    Management   Against   Against   Against
    Comments-Related-Party Transactions
  4.2   The Board of Directors proposes to extend the mandate as auditors of PricewaterhouseCoopers AG Zurich, for a further term of one year    Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   11,200     04-Apr-2012   04-Apr-2012
    SEMPERIT AG HOLDING, WIEN
  Security   A76473122    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-Apr-2012
  ISIN   AT0000785555    Agenda   703679920 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   WIMPASSING                     / Austria    Vote Deadline Date   10-Apr-2012
  SEDOL(s)   5753514 - 5760280 - 5761551 - B05MDB2 - B28LS48    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 966222 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.    Non-Voting       None
  1   Receive financial statements and statutory reports    Non-Voting       None
  2   Approve allocation of income    Management   For   For   For
  3   Approve discharge of management board    Management   For   For   For
  4   Approve discharge of supervisory board    Management   For   For   For
  5   Ratify auditors for fiscal year 2012    Management   For   For   For
  6   Elect supervisory board members    Management   For   For   For
  7   Authorize creation of EUR 10.7 million pool of authorized capital with preemptive rights    Management   For   For   For
  8a   Approve issuance of convertible bonds with preemptive rights    Management   For   For   For
  8b   Authorize creation of 10.7 million pool of conditional capital with preemptive rights to cover issuances of convertible bonds under the authorization in item 8a    Management   For   For   For
  9   Amend articles regarding share certification and blocking, supervisory board remuneration, editorial changes    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

  Vote Date  

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   14,330     10-Apr-2012   10-Apr-2012
    KAS BANK N.V., AMSTERDAM
  Security   N47927145    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Apr-2012
  ISIN   NL0000362648    Agenda   703657809 - Management
  Record Date   28-Mar-2012    Holding Recon Date   28-Mar-2012
  City / Country   AMSTERDAM                     / Netherlands    Vote Deadline Date   12-Apr-2012
  SEDOL(s)   5784536 - B03NNL7 - B10RB37 - B1HK7Q4 - B28JQY8    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Opening   Non-Voting       None
     Comments-Non Voting Agenda Item
  2    Report of Executive Board regarding 2011   Non-Voting       None
     Comments-Non Voting Agenda Item
  3    Approval of annual financial statements   Management   For   For   For
  4    Adoption of dividend for 2011   Management   For   For   For
  5    Corporate Governance   Non-Voting       None
     Comments-Non Voting Agenda Item
  6    Discharge of Executive Board   Management   For   For   For
  7    Discharge of the Supervisory Board   Management   For   For   For
  8    Re-elect Prof. dr. J.M.G. Frijns to the supervisory board   Management   For   For   For
  9    Annual Report in English   Management   For   For   For
  10.a    Authorization to Executive Board: to issue shares   Management   For   For   For
  10.b    Authorization to Executive Board: to purchase own shares   Management   For   For   For
  11    Any other business/matters, questions   Non-Voting       None
     Comments-Non Voting Agenda Item
  12    Closing   Non-Voting       None
     Comments-Non Voting Agenda Item
     PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF SUPERVISORY BOARD NAME.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   35,138     12-Apr-2012   12-Apr-2012
    TOPSIL SEMICONDUCTOR MATERIALS A/S
  Security   K9636E167    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-Apr-2012
  ISIN   DK0010271584    Agenda   703693374 - Management
  Record Date   18-Apr-2012    Holding Recon Date   18-Apr-2012
  City / Country   COPENHAGEN                     / Denmark    Vote Deadline Date   12-Apr-2012
  SEDOL(s)   4454551 - B28MX13    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD OR A BOARD MEMBER IS APPOINTED-AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT-PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST-VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE- SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF-REQUESTED. THANK YOU   Non-Voting       None
  CMMT    PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO-BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO- PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF-THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE-REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.   Non-Voting       None
  1    Report by the Board of Directors and the Management Board   Non-Voting       None
  2    Presentation of the audited annual report for approval   Management   No Action     For
  3    Approval of the remuneration to the Board of Directors and the Management Board for 2012   Management   No Action     For
  4    Adoption of a resolution as to the appropriation of profit or treatment of loss   Management   No Action     For
  5.1    Re-election of member to the Board of Directors: Jens Borelli-Kjaer   Management   No Action     For
  5.2    Re-election of member to the Board of Directors: Eivind Dam Jensen   Management   No Action     For
  5.3    Re-election of member to the Board of Directors: Jorgen Frost   Management   No Action     For
  5.4    Re-election of member to the Board of Directors: Michael Hedegaard Lyng   Management   No Action     Against
  6    Appointment of auditors; re-appointment of Deloitte Revisionspartnerselskab   Management   No Action     Against
  7    Authorisation of the Board of Directors to acquire own shares   Management   No Action     For


  8    Proposal by the Board of Directors to amend the general guidelines for incentive-based remuneration to the Board of Directors and the Management Board and, at the same time, to merge the general guidelines for incentive-based remuneration and the Company’s remuneration policy   Management   No Action     For
  9.1    Proposal from the Board of Directors: Authorisation of the Board of Directors to issue up to 30,000,000 warrants to employees of the Group, including the Management Board   Management   No Action     Against
  9.2    Proposal from the Board of Directors: Authorisation of the chairman of the general meeting to make any changes required for registration with the Danish Business Authority   Management   No Action     For
  10    Any other business   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   3,948,280     11-Apr-2012   11-Apr-2012
    GERRESHEIMER AG, DUESSELDORF
  Security   D2852S109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Apr-2012
  ISIN   DE000A0LD6E6    Agenda   703664486 - Management
  Record Date   04-Apr-2012    Holding Recon Date   04-Apr-2012
  City / Country   DUESSELDORF                     / Germany    Vote Deadline Date   12-Apr-2012
  SEDOL(s)   B1Y47Y7 - B28HCB1 - B2QRNR6    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
     PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 05 APR 12, WHEREAS T-HE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS-DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN-LAW. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
     COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 11 APR 2012. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  1.    Presentation of the adopted Annual Financial Statements of Gerresheimer AG and-the approved Consolidated Financial Statements, both as of November 30, 2011,-the Combined Management Report including the explanatory Report of the Manage-ment Board regarding the statements according to sections 289 (4), 289 (5) and-315 (4) of the German Commercial Code (HGB) as well as the Report of the Supe-rvisory Board for the financial year 2011 (December 1, 2010 - November 30, 201-1)   Non-Voting       None
     Comments-Non Voting Agenda Item        
  2.    Resolution on appropriation of the retained earnings of Gerresheimer AG   Management   For   For   For
  3.    Resolution on formal approval of the actions of the Management Board   Management   For   For   For
  4.    Resolution on formal approval of the actions of the members of the Supervisory Board   Management   For   For   For
  5.    Resolution on election of the auditor: Deloitte & Touche GmbH Wirtschaftspruefungsgesellschaft, Duesseldorf   Management   For   For   For
  6.a    Resolution on new elections to the Supervisory Board: Dr. Karin Dorrepaal   Management   For   For   For


  6.b    Resolution on new elections to the Supervisory Board: Dr. Peter Noe   Management   For   For   For
  6.c    Resolution on new elections to the Supervisory Board: Hans Peter Peters   Management   For   For   For
  6.d    Resolution on new elections to the Supervisory Board: Gerhard Schulze   Management   For   For   For
  6.e    Resolution on new elections to the Supervisory Board: Theodor Stuth   Management   For   For   For
  6.f    Resolution on new elections to the Supervisory Board: Udo J. Vetter   Management   For   For   For
  7.    Resolution on the creation of new authorized capital with the possibility of exclusion of shareholders’ subscription rights and amendment of section 4 (4) of the Articles of Association   Management   For   For   For
  8.    Resolution on new authorization to issue convertible bonds or warrant bonds (or combinations of these instruments) with the possibility to exclude the subscription right of shareholders, creation of new conditional capital and correspondingly amend section 4 (5) of the Articles of Association   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   14,120     12-Apr-2012   12-Apr-2012
    PIGEON CORPORATION
  Security   J63739106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Apr-2012
  ISIN   JP3801600002    Agenda   703700624 - Management
  Record Date   31-Jan-2012    Holding Recon Date   31-Jan-2012
  City / Country   TOKYO                     / Japan    Vote Deadline Date   16-Apr-2012
  SEDOL(s)   6688080 - B41N1R9    Quick Code   79560
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Approve Appropriation of Profits   Management   For   For   For
  2.1    Appoint a Director   Management   For   For   For
  2.2    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  3    Appoint a Corporate Auditor   Management   For   For   For
  4    Approve Provision of Retirement Allowance for Corporate Auditors   Management   Against   Against   Against
     Comments-Amount not disclosed    
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   22,000     16-Apr-2012   16-Apr-2012
    SUPER GROUP LIMITED
  Security   Y8309M105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   SG0569007446    Agenda   703720119 - Management
  Record Date      Holding Recon Date   25-Apr-2012
  City / Country   SINGAPORE                     / Singapore    Vote Deadline Date   19-Apr-2012
  SEDOL(s)   6838669 - B05PNB1 - B5LKY78    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive and adopt the Directors’ Report and the Audited Accounts of the Company for the year ended 31 December 2011 together with the Auditors’ Report thereon   Management   For   For   For
  2    To declare a 2nd and final dividend of 3.8 cents per ordinary share (tax-exempt, 1-tier) for the year ended 31 December 2011 (2010: 3.6 cents per ordinary share (tax-exempt, 1-tier))   Management   For   For   For
  3    To re-elect the following Director of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Madam Te Lay Guat   Management   For   For   For
  4    To re-elect the following Director of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Mr. Wong Fook Sung   Management   For   For   Against
  5    To re-elect the following Director of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Mr. Tan Tian Oon   Management   For   For   For
  6    To re-elect the following Director of the Company retiring pursuant to Article 88 of the Articles of Association of the Company: Mr. Lai Mun Onn   Management   For   For   For
  7    To re-appoint the following Director of the Company retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company: Mr Goh Boon Kok   Management   For   For   For


  8    To re-appoint the following Director of the Company retiring under Section 153(6) of the Companies Act, Cap. 50, to hold office from the date of this Annual General Meeting until the next Annual General Meeting of the Company: Mr Chandra Das S/O Rajagopal Sitaram   Management   For   For   For
  9    To approve the payment of Directors’ fees of SGD 540,000 for the year ended 31 December 2011 (2010: SGD 480,000)   Management   For   For   For
  10    To re-appoint Messrs Ernst & Young LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration   Management   For   For   For
  11    Authority to issue new shares   Management   For   For   For
  12    Authority to issue shares under the Super Group Share Award Scheme   Management   Against   Against   Against
  13    Renewal of Share Purchase Mandate   Management   For   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   792,000     19-Apr-2012   19-Apr-2012
    CEMBRE SPA, BRESCIA
  Security   T2644X104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Apr-2012
  ISIN   IT0001128047    Agenda   703731845 - Management
  Record Date   18-Apr-2012    Holding Recon Date   18-Apr-2012
  City / Country   BRESCIA                     / Italy    Vote Deadline Date   17-Apr-2012
  SEDOL(s)   5323025 - B0203K8 - B28FQ02    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 963148 DUE TO RECEIPT OF N-OMINEE NAMES AND APPLICATION OF SPIN CONTROL. ALL VOTES RECEIVED ON THE PREVIO-US MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING-NOTICE. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 28 APR 2012. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_118941.P-DF   Non-Voting       None
  1.1    Approval of the balance sheet as of 31 December 2011 upon examination of the board of directors’ report on management, of the board of auditors’ and auditing company’s reports. Presentation of Cembre Group consolidated balance sheet as of 31 December 2011. Related and consequential resolutions   Management   For   For   For
  1.2    Allocation of profits and dividend distribution. related and consequential resolutions   Management   For   For   For
  2    Remuneration report as per Art 123-ter of the Legislative Decree 58/1998   Management   For   For   Against
  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTI-ONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR ONLY 1 SLATE OF THE 2 SLATES. THANK YOU.   Non-Voting       None
  3.1    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Appointment of board of directors prior to determination of its members number and office tenure. Determination of emoluments. Related and consequential resolutions: List presented by Lysne S.p.A. representing 54.334% of company stock capital: 1. Mr. Giovanni Rosani, 2. Mrs. Anna Maria Onofri, 3. Mrs. Sara Rosani, 4. Mr. Aldo Bottini Bongrani, 5. Mr. Giovanni De Vecchi, 6. Mr. Fabio Fada and 7. Mr. Giancarlo Maccarini   Shareholder   For   Against   Case By Case
  3.2    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Appointment of board of directors prior to determination of its members number and office tenure. Determination of emoluments. Related and consequential resolutions: List presented by First Capital S.p.A. together with Equilibra Capital Partners representing 4.0173% of company stock capital together: 1. Mr. Renzo Torchiani, 2. Mr. Vincenzo Polidoro and 3. Mrs. Elena Magri   Shareholder       For
  CMMT    PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS AUDITORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. IF YOU CHOOSE, YOU ARE-REQUIRED TO VOTE FOR ONLY 1 SLATE OF THE 2 SLATES. THANK YOU.   Non-Voting       None


  4.1    PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: Appointment of board of auditors and its chairman. Determination of emoluments. Related and consequential resolutions: List presented by Lysne S.p.A. representing 54.334% of company stock capital: Effective Internal Auditors: 1. Mr. Guido Astori, 2. Mr. Andrea Boreatti and 3. Mr. Leone Scutti. Alternate Internal Auditors: 1. Mrs. Maria Grazia Lizzini and 2. Riccardo Astori   Shareholder   For   Against   Case By Case
  4.2    PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: Appointment of board of auditors and its chairman. Determination of emoluments. Related and consequential resolutions: List presented by First Capital S.p.A. together with Equilibra Capital Partners representing 4.0173% of company stock capital together: Effective Internal Auditors: 1. Mr. Fabio Longhi. Alternate Internal Auditors: 1. Mr. Gabriele Baschetti   Shareholder   Against   For   For
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   68,617     18-Apr-2012   19-Apr-2012
    MARR S.P.A., RIMINI
  Security   T6456M106    Meeting Type   MIX
  Ticker Symbol      Meeting Date   28-Apr-2012
  ISIN   IT0003428445    Agenda   703700371 - Management
  Record Date   19-Apr-2012    Holding Recon Date   19-Apr-2012
  City / Country   CASTELVETRO DI MODENA                      / Italy    Vote Deadline Date   18-Apr-2012
  SEDOL(s)   B0B87F6 - B0BV9X7 - B1DKJ06 - B28K3Q2    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE-URL LINK:- https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_118968.PDF   Non-Voting       None
  A.1    Balance sheet as of 31 Dec 2011 and report on the management. Related and consequential resolutions   Management   For   For   For
  A.2.a    Resolution in relation to board of directors: Integration of board of directors, related and consequential resolutions   Management   Against   Against   For
     Comments-Harding Loevner is voting against management as the proposed changes to board and corporate resolutions seem to be an effort by the Cremonini family to get Vincenzo Cremonini back onto the board and increase influence.
  A.2.b    Resolution in relation to board of directors: Proposal to increase number of board of directors from 7 to 9 , appointment of two new directors and determination of board of directors remuneration, related and consequential resolutions   Management   Against   Against   For
     Comments-Harding Loevner is voting against management as the proposed changes to board and corporate resolutions seem to be an effort by the Cremonini family to get Vincenzo Cremonini back onto the board and increase influence.
  A.3    Integration of board of auditors, related and consequential resolutions   Management   Against   Against   For
     Comments-Harding Loevner is voting against management as the proposed changes to board and corporate resolutions seem to be an effort by the Cremonini family to get Vincenzo Cremonini back onto the board and increase influence.
  A.4    Presentation of emolument report ex art 123 ter D.Lgs 58 1998 related and consequential resolutions   Management   For   For   Against
  A.5    Authorisation to board of directors to purchase and dispose of own shares. Related and consequential resolutions   Management   For   For   For
  E.1    Proposal of amendment of art 7,11,12,13 and 23 of corporate bylaw. Related and consequential resolution   Management   Against   Against   For
     Comments-Harding Loevner is voting against management as the proposed changes to board and corporate resolutions seem to be an effort by the Cremonini family to get Vincenzo Cremonini back onto the board and increase influence.
     PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   72,063     17-Apr-2012   18-Apr-2012
    FBD HOLDINGS PLC
  Security   G3335G107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   30-Apr-2012
  ISIN   IE0003290289    Agenda   703707527 - Management
  Record Date   26-Apr-2012    Holding Recon Date   26-Apr-2012
  City / Country   DUBLIN                      / Ireland    Vote Deadline Date   23-Apr-2012
  SEDOL(s)   0329028 - 4005272 - 4330231 - B0WH2V3 - B1GKH09    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive and consider the 2011 Directors’ Report and Financial Statements   Management   For   For   For
  2    To declare a dividend on the 8% non-cumulative preference shares   Management   For   For   For


  3    To declare a final dividend of 23.25 cent per ordinary share for the year ended 31 December 2011   Management   For   For   For
  4    To approve the Report on Directors’ Remuneration for the year ended 31 December 2011   Management   For   For   For
  5(a)    To re-elect Michael Berkery as Director of the Company   Management   For   For   For
  5(b)    To re-elect John Bryan as Director of the Company   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  5(c)    To re-elect Sean Dorgan as Director of the Company   Management   Against   Against   Against
     Comments-Excessive Non-Audit Fees Paid to Auditor
  5(d)    To re-elect Brid Horan as Director of the Company   Management   For   For   For
  5(e)    To re-elect Andrew Langford as Director of the Company   Management   For   For   For
  5(f)    To re-elect Dermot Mulvihill as Director of the Company   Management   For   For   For
  5(g)    To re-elect Cathal O’Caoimh as Director of the Company   Management   For   For   For
  5(h)    To re-elect Vincent Sheridan as Director of the Company   Management   Against   Against   Against
     Comments-Excessive Non-Audit Fees Paid to Auditor
  5(i)    To re-elect Adrian Taheny as Director of the Company   Management   For   For   For
  5(j)    To re-elect Johan Thijs as Director of the Company   Management   Against   Against   Against
     Comments-Less than 75% Attendance
  5(k)    To re-elect Padraig Walshe as Director of the Company   Management   For   For   For
  6    To authorise the Directors to fix the remuneration of Auditors   Management   Against   Against   Against
     Comments-Non-audit related fees exceed audit-related fees
  7    To approve a limited disapplication of pre- emption rights   Management   For   For   For
  8    To authorise the Company to make market purchases of its own shares   Management   For   For   For
  9    To set the off-market re-issue price range for the Company’s shares held in treasury   Management   For   For   For
  10    To maintain the existing authority to convene an EGM by 14 days notice   Management   Against   Against   Against
     Comments-Shortened notice period could disenfranchise shareholders
 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   71,566     23-Apr-2012   23-Apr-2012
    PT WIJAYA KARYA (PERSERO) TBK
  Security   Y7148V102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   01-May-2012
  ISIN   ID1000107600    Agenda   703735588 - Management
  Record Date   13-Apr-2012    Holding Recon Date   13-Apr-2012
  City / Country   JAKARTA                     / Indonesia    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   B28V4M8 - B28Y3P3    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 965048 DUE TO CHANGE IN ME-ETING TYPE AND DELETION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEET-ING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE-. THANK YOU.   Non-Voting       None
  1    Approval and ratification of company’s annual report book year 2011 (company’s activity report, financial statement, board of commissioner supervisory report)   Management   For   For   For
  2    Approval and ratification on company’s partnership and environment development program financial year 2011   Management   For   For   For
  3    Determination the profit utility financial year 2011   Management   For   For   For
  4    Appointment of the public accountant financial year 2012   Management   For   For   For
  5    Determination Tantiem year 2011, salary and honorarium including other benefits for directors and board of commissioner financial year 2012   Management   For   For   For
  6    Approval to authorize company’s board of commissioner to increase company’s capital in line with ESOP / MSOP which has been approved by the extraordinary general meeting   Management   For   For   Abstain
  7    Restructuring of the company’s board of management   Management   For   For   Abstain
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

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Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   11,458,500     20-Apr-2012   20-Apr-2012
    BRUNEL INTERNATIONAL N.V., AMSTERDAM
  Security   N1677J103    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   03-May-2012
  ISIN   NL0000343432    Agenda   703672192 - Management
  Record Date   05-Apr-2012    Holding Recon Date   05-Apr-2012
  City / Country   AMSTERDAM                     / Netherlands    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   5266432 - 5848272 - B28FKW2 - B3KWMS8    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    Opening   Non-Voting       None
     Comments-Non Voting Agenda Item
  2    Report of the Board of Directors for the financial year 2011   Non-Voting       None
     Comments-Non Voting Agenda Item
  3    Discussion and adoption of the annual accounts for the financial year 2011   Management   For   For   For
  4    Approval of the policy pursued by the Board of Directors in 2011 (discharge of Managing Directors)   Management   For   For   For
  5    Approval of the supervision executed by the Supervisory Board in 2011 (discharge of the Supervisory Directors)   Management   For   For   For
  6    Reserves and dividend policy   Non-Voting       None
     Comments-Non Voting Agenda Item
  7    Approval of the profit appropriation and proposal for the payment of dividend   Management   For   For   For
  8.a    Designation of the Board of Directors as the body authorised to issue shares   Management   For   For   For
  8.b    Designation of the Board of Directors as the body authorised to limit or exclude the pre-emption right in the issue of shares   Management   For   For   For
  9    Authorisation of the Board of Directors to purchase own shares in the company’s capital   Management   For   For   For
  10    Corporate Governance   Non-Voting       None
     Comments-Non Voting Agenda Item
  11    Proposal to reappoint Deloitte Accountants B.V. as external auditor   Management   For   For   For
  12    Any other business   Non-Voting       None
     Comments-Non Voting Agenda Item
  13    Close   Non-Voting       None
     Comments-Non Voting Agenda Item
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   19,027     20-Apr-2012   20-Apr-2012
    CIE INDUSTRIELLE ET FINANCIERE D’INGENIERIE SA ING
  Security   F51723116    Meeting Type   MIX
  Ticker Symbol      Meeting Date   03-May-2012
  ISIN   FR0000125346    Agenda   703730867 - Management
  Record Date   26-Apr-2012    Holding Recon Date   26-Apr-2012
  City / Country   PARIS                     / France    Vote Deadline Date   23-Apr-2012
  SEDOL(s)   4196853 - 4196897 - 4461346 - B28JHT0 - B3BHQW4    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 966369 DUE TO DELETION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AN-D “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    French Resident Shareowners must complete, sign and forward the Proxy Card dir-ectly to the sub custodian. Please contact your Client Service Representative-to obtain the necessary card, account details and directions. The following ap- plies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be fo-rwarded to the Global Custodians that have become Registered Intermediaries, o-n the Vote Deadline Date. In capacity as Registered Intermediary, the Global C-ustodian will sign the Proxy Card and forward to the local custodian. If you a-re unsure whether your Global Custodian acts as Registered Intermediary, pleas-e contact your representative   Non-Voting       None
     Comments-Non Voting Agenda Item
  CMMT    PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINKS: https://balo.journal- officiel.gouv.fr/pdf/2012- /0326/201203261201077.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2012/0- 416/201204161201519.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
  O.1    Approval of the annual corporate financial statements for the financial year ended December 31, 2011   Management   For   For   For
  O.2    Approval of the consolidated financial statements for the financial year ended December 31, 2011   Management   For   For   For
  O.3    Allocation of income for the financial year and setting the dividend   Management   For   For   For
  O.4    Option for the payment of dividend in cash or in shares   Management   For   For   For
  O.5    Special report of the Statutory Auditors on the regulated agreements and commitments   Management   For   For   For


  O.6    Dismissal of all Board members subject to the condition precedent of the approval of all 7th to 15th resolutions as well as the 34th and 35th resolutions proposed below   Management   For   For   For
  O.7    Appointment of Mr. Philippe Lazare as Board member   Management   For   For   For
  O.8    Approval of the commitments made benefiting Mr. Philippe Lazare pursuant to Article L.225-42- 1 of the Commercial Code   Management   Against   Against   Against
     Comments-Allows unvested equity awards to continue vesting following termination of employment
  O.9    Appointment of Mrs. Diaa Elyaacoubi as Board member   Management   For   For   For
  O.10    Appointment of Mr. Xavier Moreno as Board member   Management   For   For   For
  O.11    Appointment of Mr. Elie Vannier as Board member   Management   For   For   For
  O.12    Appointment of Mr. Jean-Pierre Cojan as Board member   Management   For   For   For
  O.13    Appointment of Mr. Jean-Paul Jainsky as Board member   Management   For   For   For
  O.14    Appointment of Mrs. Celeste Thomasson as Board member   Management   For   For   For
  O.15    Appointment of Mr. Thibault Poutrel as Board member   Management   Against   Against   Against
     Comments-Affiliate on a committee
  O.16    Ratification of change of location of the registered office   Management   For   For   For
  O.17    Authorization to be granted to the Board of Directors to trade Company’s shares   Management   Against   Against   Against
     Comments-May be used as anti-takeover device
  E.18    Authorization to be granted to the Board of Directors to cancel shares repurchased by the Company pursuant to the scheme referred to in Article L.225-209 of the Commercial Code   Management   For   For   For
  E.19    Delegation of authority to be granted to the Board of Directors to increase capital by incorporation of reserves, profits and/or premiums   Management   For   For   For
  E.20    Delegation of authority to be granted to the Board of Directors to issue common shares and/or securities providing access to capital and/or entitling to the allotment of debt securities while maintaining preferential subscription rights   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.21    Delegation of authority to be granted to the Board of Directors to issue common shares and/or securities providing access to capital and/or entitling to the allotment of debt securities with cancellation of preferential subscription rights through public offer   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.22    Delegation of authority to be granted to the Board of Directors to issue common shares and/or securities providing access to capital and/or entitling to the allotment of debt securities with cancellation of preferential subscription rights through private investment   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.23    Authorization to be granted to the Board of Directors to set the price of common shares or securities issues conducted through a public offer or private investment with cancellation of shareholders’ preferential subscription rights within the limit of 10% of capital per year   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.24    Authorization to increase the amount of issuances in case of surplus demands   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.25    Delegation to be granted to the Board of Directors to increase capital within the limit of 10%, in consideration for in-kind contributions composed of equity securities or securities providing access to capital   Management   Against   Against   Against
     Comments-Potential dilution exceeds recommended threshold
  E.26    Delegation of authority to be granted to the Board of Directors to increase capital by issuing shares reserved for members of a company savings plan pursuant to Articles L.3332-18 et seq. of the Code of Labor   Management   For   For   For
  E.27    Delegation of authority to be granted to the Board of Directors to increase share capital by issuing common shares reserved for employees and corporate officers of foreign companies of Ingenico Group, outside a company savings plan   Management   For   For   For
  E.28    Authorization to be granted to the Board of Directors to grant share subscription and/or purchase options to employees of the staff and/or some corporate officers of the Company or its subsidiaries   Management   Against   Against   Against
     Comments-No performance targets
  E.29    Authorization to be granted to the Board of Directors to allocate free shares to employees and/or corporate officers of the Company and its subsidiaries   Management   Against   Against   Against
     Comments-No performance targets
  E.30    Overall limitation of delegations and authorizations for immediate and/or future capital increase   Management   For   For   For


  E.31    Authorization to be granted to the Board of Directors to use delegations and/or authorizations during period of public offer under reciprocity exception   Management   Against   Against   Against
     Comments-Serves as anti-takeover device        
  E.32    Delegation of authority to issue share subscription warrants for free allocation to shareholders in case of public offer under reciprocity exception   Management   Against   Against   Against
     Comments-Serves as anti-takeover device        
  E.33    Compliance of the Statutes with the provisions of Article L.225-39 of the Commercial Code   Management   For   For   For
  E.34    Amendment to Article 12 of the Statutes regarding the length of term of Board members   Management   For   For   For
  E.35    Amendment to Article 17 of the Statutes regarding the length of term of Censors   Management   For   For   For
  E.36    Powers to carry out all legal formalities   Management   For   For   For

 

 

Account

Number

  Account Name   Internal Account   Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   16,200     23-Apr-2012   23-Apr-2012

 

    DRAEGERWERK AG & CO. KGAA, LUEBECK
  Security   D22938118    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   04-May-2012
  ISIN   DE0005550636    Agenda   703671506 - Management
  Record Date   12-Apr-2012    Holding Recon Date   12-Apr-2012
  City / Country   LUEBECK                     / Germany    Vote Deadline Date   20-Apr-2012
  SEDOL(s)   4280303 - 5169218 - B28GTT5 - B3BGZ13    Quick Code  

 

    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

     PLEASE NOTE THAT DEPENDING ON THE PROCESSING OF THE LOCAL SUB CUSTODIAN THESE-SHARES MAY BE BLOCKED IN THE EVENT THAT THE ISSUER HAS ANNOUNCED THAT SHARES M-UST BE DEPOSITED WITH A CREDIT INSTITUTION IN ORDER TO EXERCISE ONES VOTING AN-D ATTENDANCE RIGHTS. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTA-IN BLOCKING INFORMATION FOR YOUR ACCOUNTS.   Non-Voting       None
     COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 19 APR 2012. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE.   Non-Voting       None
  1.    Presentation of the financial statements and annual report for the 2011 financ-ial year with the report of the Supervisory Board, the group financial stateme-nts, the group annual report, the report pursuant to Sections 289(4), 289(5) a- nd 315(4) of the German Commercial Code, and approval of the financial stateme-nts as per December 31, 2011   Non-Voting       None
  2.    Resolution on the appropriation of the distributable profit of EUR 158,221,372-.26 as follows: Payment of a dividend of EUR 0.19 per preferred share and EUR-0.13 per ordinary share EUR 155,694,072.26 shall be carried forward Ex- dividen-d and payable date: May 7, 2012   Non-Voting       None
  3.    Ratification of the acts of the General Partner   Non-Voting       None
  4.    Ratification of the acts of the Supervisory Board   Non-Voting       None
  5.    Appointment of auditors for the 2012 financial year: PricewaterhouseCoopers AG-, Hamburg   Non-Voting       None
  6.    Authorization to acquire own shares The general partner shall be authorized to-acquire ordinary and/or preferred shares of the company of up to 10 pct. of i-ts share capital, at prices not deviating more than 10 pct. from the market pr-ice of the shares, on or before May 3, 2017. The general partner shall be auth-orized to use the shares for all legally permissible purposes, especially to r- etire the shares, to dispose of the shares in a manner other than the stock ex-change or a rights offering if the shares are sold at a price not materially b-elow their market price, to use the shares for acquisition purposes, and to of-fer the shares to executives and employees of the company and its affiliates   Non-Voting       None

 

 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   9,317      

 

    RPS GROUP PLC
  Security   G7701P104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   04-May-2012
  ISIN   GB0007594764    Agenda   703692827 - Management
  Record Date      Holding Recon Date   02-May-2012
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   27-Apr-2012
  SEDOL(s)   0759476 - B3BJM77 - B5SZJS2    Quick Code  


    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2011 and the reports of the directors and auditors thereon, and the auditable part of the directors’ remuneration report   Management   For   For   For
  2    To declare a final dividend for the financial year ended 31 December 2011 of 2.9 pence per ordinary share in the capital of the Company payable on 25 May 2012 to shareholders whose names appear on the register at close of business on 13 April 2012   Management   For   For   For
  3    To receive and approve the directors’ report on remuneration for the financial year ended 31 December 2011   Management   For   For   Against
     Comments-Harding Loevner believes the comparative analysis to flawed. If compared to true peers Atkins, Wormley, Stantec, RPS is below average and performed in line.
  4    To elect Tracey Graham, who was appointed by the Board since the last annual general meeting, as a director   Management   For   For   For
  5    To re-elect John Bennett as a director   Management   For   For   For
  6    To re-elect Louise Charlton as a director   Management   For   For   For
  7    To re-elect Robert Miller-Bakewell as a director   Management   For   For   For
  8    To re-elect Alan Hearne as a director   Management   For   For   For
  9    To re-elect Brook Land as a director   Management   For   For   For
  10    To re-elect Phil Williams as a director   Management   For   For   For
  11    To re-elect Gary Young as a director   Management   For   For   For
  12    To re-appoint Ernst & Young LLP as auditors of the Company   Management   For   For   For
  13    To authorise the directors to determine the auditors’ remuneration   Management   For   For   For
  14    Authority to allot shares   Management   For   For   For
  15    Disapplication of pre-emption rights   Management   For   For   For
  16    Authority to purchase own shares   Management   For   For   For
  17    That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days’ notice   Management   For   For   Against
     Comments-Not a concern as documents & notice are delivered electronically by exchange.
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   185,860     25-Apr-2012   27-Apr-2012
    MORGAN CRUCIBLE CO PLC, BERKSHIRE
  Security   G62496131    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   08-May-2012
  ISIN   GB0006027295    Agenda   703672659 - Management
  Record Date      Holding Recon Date   04-May-2012
  City / Country   LONDON                     / United Kingdom    Vote Deadline Date   01-May-2012
  SEDOL(s)   0602729 - 4474935 - B02SZJ5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the audited accounts and the auditors’ and directors’ reports for the year ended 1 January 2012   Management   For   For   For
  2    To approve the directors’ remuneration report of the Remuneration Committee   Management   For   For   For
  3    To declare a Final Dividend of 6 pence per Ordinary share   Management   For   For   For
  4    To re-elect Kevin Dangerfield as a Director   Management   For   For   For
  5    To re-elect Martin Flower as a Director   Management   For   For   For
  6    To re-elect Andrew Given as a Director   Management   For   For   For
  7    To re-elect Simon Heale as a Director   Management   For   For   For
  8    To re-elect Andrew Hosty as a Director   Management   For   For   For
  9    To re-elect Mark Robertshaw as a Director   Management   For   For   For
  10    To re-elect Tim Stevenson as a Director   Management   For   For   For
  11    To re-appoint KPMG Audit Plc as auditors of the Company   Management   For   For   For
  12    To authorise the Directors to determine the auditors’ remuneration   Management   For   For   For
  13    To authorise the Directors to make political donations   Management   For   For   For
  14    To authorise the Directors to allot shares   Management   For   For   For
  15    To authorise the Directors to disapply pre- emption rights   Management   For   For   For
  16    To enable the Company to convene a general meeting (other than AGMs) on 14 days’ notice   Management   For   For   Against
     Comments-This is not an issue as all filings are electronic and forwarded automatically to shareholders giving enough notice period.
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   137,200     30-Apr-2012   01-May-2012
    CHONG HING BANK LTD
  Security   Y1582S105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   09-May-2012
  ISIN   HK1111036765    Agenda   703716019 - Management
  Record Date   02-May-2012    Holding Recon Date   02-May-2012
  City / Country   HONG KONG                     / Hong Kong    Vote Deadline Date   27-Apr-2012
  SEDOL(s)   5901045 - 6525035    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation


  CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0328/LTN20120328116.pdf    Non-Voting       None
  1   To receive and adopt the Financial Statements and the Reports of the Directors and Auditors for the year ended 31 December 2011    Management   For   For   For
  2   To declare the final cash dividend for the year ended 31 December 2011 of HKD 0.35 per share    Management   For   For   For
  3a.i   To re-elect the following directors: Mr. Liu Lit Chi    Management   For   For   For
  3a.ii   To re-elect the following directors: Mr. Timothy George Freshwater    Management   For   For   Against
    Comments-All have acted appropriately with regard to corporate oversight.    
  3aiii   To re-elect the following directors: Mr. Christopher Kwun Shing Liu    Management   For   For   For
  3a.iv   To re-elect the following directors: Mr. Alfred Cheuk Yu Chow    Management   For   For   Against
    Comments-All have acted appropriately with regard to corporate oversight.    
  3a.v   To re-elect the following directors: Mr. Tsang Chiu Wing    Management   For   For   For
  3a.vi   To re-elect the following directors: Mr. Wong Har Kar    Management   For   For   For
  3.b   Fix the directors’ fee for the year ending 31 December 2012 at HKD 250,000 for the Chairman, HKD 250,000 for each of the independent non-executive directors, HKD 250,000 for each of the non-executive directors with committee responsibilities, HKD 170,000 for each of the non-executive directors without committee responsibilities, and HKD 150,000 for each of the other directors    Management   For   For   For
  4   To re-appoint Deloitte Touche Tohmatsu the Bank’s auditors and to authorise the directors to fix the auditors’ remuneration    Management   For   For   For
  5   To approve and adopt a new share option scheme    Management   Against   Against   Against
  6   To grant a general mandate to the directors to repurchase shares in the Bank not exceeding 10 percent of its issued share capital    Management   For   For   For
  7   To grant a general mandate to the directors to allot and issue additional shares in the Bank not exceeding 20 percent of its issued share capital    Management   Against   Against   Against
  8   To extend the general mandate granted under Resolution 7 by adding the number of shares repurchased under Resolution 6 to the number of additional shares permitted to be allotted and issued    Management   For   For   Against
    Comments-Discount not an issue.      
    PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED T-HE SAME AS A “TAKE NO ACTION” VOTE.    Non-Voting       None
    PLEASE NOTE THAT THIS IS A REVISION DUE TO INCLUSION OF COMMENT.IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting       None
 

Account

Number

  Account Name   Internal Account   Custodian   Ballot Shares  

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
  HSN01  

INT’L SMALL

COMPANIES

 

1000-5

  NORTHERN TRUST   336,000     25-Apr-2012   27-Apr-2012
    RATHBONE BROTHERS PLC, LONDON
  Security   G73904107    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   10-May-2012
  ISIN   GB0002148343    Agenda   703713188 - Management
  Record Date      Holding Recon Date   08-May-2012
  City / Country   LONDON / United Kingdom    Vote Deadline Date   03-May-2012
  SEDOL(s)   0214834 - B3BJMF5    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To adopt the reports of the directors and the auditors and the audited financial statements for the year ended 31 December 2011   Management   For   For   For
  2    To approve the remuneration report for the year ended 31 December 2011   Management   For   For   For
  3    To approve a final dividend of 29p per share for the year ended 12/31/11   Management   For   For   For
  4    To re-elect Kate Avery as a director   Management   For   For   For
  5    To re-elect Ian Buckley as a director   Management   For   For   For
  6    To re-elect Caroline Burton as a director   Management   For   For   For
  7    To re-elect Paul Chavasse as a director   Management   For   For   For
  8    To re-elect Oliver Corbett as a director   Management   For   For   For
  9    To re-elect David Harrel as a director   Management   For   For   For
  10    To re-elect Kathryn Matthews as a director   Management   For   For   For
  11    To re-elect Andrew Morris as a director   Management   For   For   Against
  12    To re-elect Mark Nicholls as a director   Management   For   For   For
  13    To re-elect Andy Pomfret as a director   Management   For   For   For
  14    To re-elect Richard Smeeton as a director   Management   For   For   For
  15    To re-elect Paul Stockton as a director   Management   For   For   For
  16    To appoint KPMG Audit Plc as auditors of the Company   Management   For   For   For
  17    To authorise the directors to agree the remuneration of the auditors   Management   For   For   For


  18    To approve an authority to make political donations and to incur political expenditure   Management   For   For   For
  19    To approve a general authority to allot ordinary shares   Management   For   For   For
  20    To authorise the disapplication of pre-emption rights   Management   For   For   For
  21    To authorise market purchases of ordinary shares   Management   For   For   For
  22    To authorise the convening of a general meeting other than the AGM with 14 days notice   Management   For   For   Against
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   51,830     02-May-2012   03-May-2012
    GRAFTON GROUP PLC
  Security   G4035Q189    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   10-May-2012
  ISIN   IE00B00MZ448    Agenda   703714217 - Management
  Record Date   08-May-2012    Holding Recon Date   08-May-2012
  City / Country   DUBLIN                     / Ireland    Vote Deadline Date   03-May-2012
  SEDOL(s)   B00MZ44 - B00NKF3 - B031XW2 - B1GF782    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive and consider the financial statements for the year ended 31 December 2011   Management   For   For   For
  2.A    To re-elect as a director: Mr Michael Chadwick   Management   For   For   For
  2.B    To re-elect as a director: Mr Charles M Fisher   Management   For   For   For
  2.C    To re-elect as a director: Mr Richard W Jewson   Management   For   For   For
  2.D    To re-elect as a director: Ms Annette Flynn   Management   For   For   For
  2.E    To re-elect as a director: Mr Roderick Ryan   Management   For   For   For
  2.F    To re-elect as a director: Mr Colm O’Nuallain   Management   For   For   For
  2.G    To re-elect as a director: Mr Gavin Slark   Management   For   For   For
  3    To authorise the directors to fix the remuneration of the auditors   Management   For   For   For
  4    To receive and consider the report of the remuneration committee on directors’ remuneration for the year ended 31 December 2011   Management   For   For   For
  5    To empower the directors to allot shares otherwise than in accordance with statutory pre- emption rights   Management   For   For   For
  6    To authorise market purchases of the company’s own shares   Management   For   For   For
  7    To determine the price range for the re-issue of treasury shares off-market   Management   For   For   For
  8    To approve the convening of an extraordinary general meeting on 14 clear days’ notice   Management   For   For   Against
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   148,000     03-May-2012   03-May-2012
    UNITED PLANTATIONS BHD
  Security   Y92490104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   12-May-2012
  ISIN   MYL2089OO000    Agenda   703735665 - Management
  Record Date      Holding Recon Date   10-May-2012
  City / Country   PERAK DARUL RIDZUAN                     / Malaysia    Vote Deadline Date   04-May-2012
  SEDOL(s)   6917148 - B05JVX1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    To receive and consider the financial statements for the year ended 31 December 2011 together with the Reports of the Directors and the Auditors thereon   Management   For   For   For
  2    To consider the recommendation of the Directors and authorise the payment of a final dividend of 30% gross per share less 25% Malaysian Income Tax and a special dividend of 50% gross per share less 25% Malaysian Income Tax for the year ended 31 December 2011   Management   For   For   For
  3    To approve Directors’ fees for 2011   Management   For   For   For
  4    To re-elect as Director Mr. Ahmad Riza Basir who retires by rotation pursuant to Article 92 of the Company’s Articles of Association   Management   For   For   For
  5    To re-elect as Director Mr. Martin Bek-Nielsen who retires by rotation pursuant to Article 92 of the Company’s Articles of Association   Management   For   For   For
  6    To re-elect as Director Mr. Brian Bech Nielsen who retires by rotation pursuant to Article 92 of the Company’s Articles of Association   Management   For   For   For
  7    That pursuant to Section 129(6) of the Companies Act,1965, Mr. G. Peter Selvarajah be re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting   Management   For   For   For
  8    That pursuant to Section 129(6) of the Companies Act,1965, Y. Hormat Dato’ Jeremy Derek Campbell Diamond be re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting   Management   For   For   For
  9    To re-appoint Messrs. Ernst & Young as auditors of the Company for the year 2012 and to authorize the Directors to fix their remuneration   Management   For   For   For


  10    Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature   Management   For   For   For
  11    Proposed Renewal of Authority for Purchase of Own Shares   Management   For   For   For
  12    Proposed Amendments to Article of Association of the Company: Article 76A   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   87,200     03-May-2012   04-May-2012
    KABE HUSVAGNAR AB, TENHULT
  Security   W4979W111    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-May-2012
  ISIN   SE0000107724    Agenda   703747014 - Management
  Record Date   08-May-2012    Holding Recon Date   08-May-2012
  City / Country   JONKOPING                     / Sweden    Vote Deadline Date   02-May-2012
  SEDOL(s)   4518703 - B2903L6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A REPRESENTATIVE FOR THIS GMS-UNLESS SPECIFICALLY INSTRUCTED AND AGREED UPON NO LATER THAN ON THE SEB-DEADLINE. THE COST INCURRED WILL BE FORWARDED TO THE CLIENT. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  1    Open meeting   Non-Voting       None
     Comments-Non Voting Agenda Item    
  2    Elect chairman of meeting   Management   No Action     For
  3    Prepare and approve list of shareholders   Management   No Action     For
  4    Designate inspector(s) of minutes of meeting   Management   No Action     For
  5    Approve agenda of meeting   Management   No Action     For
  6    Acknowledge proper convening of meeting   Management   No Action     For
  7    Receive president’s report   Management   No Action     For
  8    Receive financial statements and statutory reports   Management   No Action     For
  9    Approve financial statements and statutory reports   Management   No Action     For
  10    Approve allocation of income and dividends of SEK 5.00 per share   Management   No Action     For
  11    Approve discharge of board and president   Management   No Action     For
  12    Determine number of members (6) and deputy members (0) of board   Management   No Action     For
  13    Reelect Nils-Erik Danielsson (chair), Mikael Olsson, Benny Holmgren, Alf Ekstrom, Anita SVENSSON, and Maud Blomqvist elect Ernst Young as auditor   Management   No Action     For
  14    Approve remuneration of directors in the amount of SEK 250,000 for chairman and SEK 125,000 for other directors approve remuneration of auditors   Management   No Action     For
  15    Approve remuneration policy and other terms of employment for executive management   Management   No Action     Against
     Comments-Insufficient overall disclosure    
  16    Authorize procedures for appointment of nominating committee   Management   No Action     For
  17    Authorize share repurchase program and reissuance of repurchased shares   Management   No Action     For
  18    Other business   Non-Voting       None
     Comments-Non Voting Agenda Item    
  19    Close meeting   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 09 MAY 2-012 TO 08 MAY 2012. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THAN-K YOU.   Non-Voting       None


 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

 

Date

Confirmed

               
 

HSN01

  INT’L SMALL COMPANIES   1000-5   NORTHERN TRUST   33,900     30-Apr-2012   30-Apr-2012
    GREGGS PLC, JESMOND
  Security   G41076111    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   GB00B63QSB39    Agenda   703725765 - Management
  Record Date      Holding Recon Date   14-May-2012
  City / Country   NEWCASTLE UPON TYNE                     / United Kingdom    Vote Deadline Date   09-May-2012
  SEDOL(s)   B4660W1 - B4NTMZ0 - B63QSB3    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  1    To receive the Accounts for the financial year ended 31st December 2011 and the reports of the Directors and Auditors thereon   Management   For   For   For
  2A    To re-appoint KPMG Audit Plc as Auditors   Management   For   For   For
  2B    To authorise the Directors to determine their remuneration   Management   For   For   For
  3    To declare a final dividend   Management   For   For   For
  4A    To re-elect Mr D Netherton   Management   For   For   For
  4B    To re-elect Mr K McMeiken   Management   For   For   For
 

4C

   To re-elect Mr R Hutton   Management   For   For   For
  4D    To re-elect Mr R Reynolds   Management   For   For   For
  4E    To re-elect Mrs J Baddeley   Management   For   For   For
  4F    To re-elect Mr I Ferguson   Management   For   For   For
  4G    To re-elect Mr R Whiteside   Management   For   For   For
  5    To elect Mr I Durant   Management   For   For   For
  6    To approve the Directors’ Remuneration Report   Management   For   For   For
  7    To authorise the Directors to allot shares in accordance with section 551 of the Companies Act 2006   Management   For   For   For
  8    To authorise the disapplication of pre-emption rights in accordance with section 570 of the Companies Act 2006   Management   For   For   For
  9    To approve the purchase of shares pursuant to section 701 of the Companies Act 2006   Management   For   For   For
  10    To allow general meetings to be held on not less than 14 clear days notice   Management   For   For   Against
 

Account

Number

  Account Name  

Internal

Account

  Custodian  

Ballot

Shares

 

Unavailable

Shares

 

Vote

Date

  Date Confirmed
               
 

HSN01

  INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   89,000     09-May-2012   09-May-2012
    WASION GROUP HOLDINGS LTD
  Security   G9463P108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   16-May-2012
  ISIN   KYG9463P1081    Agenda   703726616 - Management
  Record Date   15-May-2012    Holding Recon Date   15-May-2012
  City / Country   HONG KONG                     / Cayman Islands    Vote Deadline Date   04-May-2012
  SEDOL(s)   B0T4J94 - B0VR4G3 - B18R225    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

 

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
 

CMMT

   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0413/LTN20120413351.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item
 

1

   To receive, consider and adopt the report of the directors, the audited financial statements and the auditor’s report for the year ended 31 December 2011   Management   For   For   For
 

2

   To declare a final dividend of HKD 0.15 per share for the year ended 31 December 2011   Management   For   For   For
 

3.a

   To re-elect Mr. Wang Xue Xin as an executive director   Management   For   For   For
 

3.b

   To re-elect Mr. Liao Xue Dong as an executive director   Management   Against   Against   Against
     Comments-Less than 75% Attendance
 

3.c

   To re-elect Mr. Hui Wing Kuen as an independent non-executive director   Management   Against   Against   Against
     Comments-Less than 75% Attendance        
 

4

   To authorise the board of directors to fix the directors’ remuneration   Management   For   For   For
 

5

   To re-appoint the auditors and to authorise the board of directors to fix their remuneration   Management   For   For   For
 

6

   To grant a general mandate to the directors to repurchase the Company’s shares   Management   For   For   For
 

7

   To grant a general mandate to the directors to issue shares   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
 

8

   To approve the extension of the authority granted to the directors by resolution 7 above by adding the number of shares repurchased pursuant to the authority granted to the directors by resolution 6 above   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount


  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE FROM 14 MAY 2-012 TO 15 MAY 2012. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETU-RN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THAN-K YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item        
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,366,000     03-May-2012   04-May-2012
    PFEIFFER VACUUM TECHNOLOGY AG, ASSLAR
  Security   D6058X101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-May-2012
  ISIN   DE0006916604    Agenda   703727517 - Management
  Record Date   30-Apr-2012    Holding Recon Date   30-Apr-2012
  City / Country   WETZLAR                     / Germany    Vote Deadline Date   08-May-2012
  SEDOL(s)   5101384 - 5499238 - B28L8N7 - B39W5C4    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
     ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
     PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 01.05.2012, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GE-RMAN LAW. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item
     COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 07.05.2012. FURTHER INFORMATION ON CO-UNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1.    Presentation of the approved Annual Financial Statements of Pfeiffer Vacuum Te-chnology AG and of the endorsed Consolidated Financial Statements for the year-ended December 31, 2011. Presentation of the Management Report (Management’s-Discussion and Analysis) on Pfeiffer Vacuum Technology AG and the Pfeiffer Vac-uum Group, the report of the Management Board relating to the statements pursu-ant to sec. 289 Sub-Para. 4, 315, Sub-Para. 4, German Commercial Code (HGB), a-s well as the Report of the Supervisory Board for the 2011 fiscal year.   Non-Voting       None
     Comments-Non Voting Agenda Item
  2.    Resolution on the appropriation of retained earnings   Management   For   For   For
  3.    Resolution to ratify the actions of the Management Board for the 2011 fiscal year   Management   For   For   For
  4.    Resolution to ratify the actions of the Supervisory Board for the 2011 fiscal year   Management   For   For   For
  5.    Election of the independent auditor for the Company and the consolidated accounts for the 2012 fiscal year   Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   7,090     07-May-2012   08-May-2012
    HUEGLI HOLDING AG, STEINACH
  Security   H38151223    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-May-2012
  ISIN   CH0004647951    Agenda   703718380 - Management
  Record Date      Holding Recon Date   21-May-2012
  City / Country   ARBON          / Switzerland         Blocking    Vote Deadline Date   09-May-2012


  SEDOL(s)   5066483    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
  1    Approval of the annual report, the annual accounts and the consolidated accounts 2011   Management   No Action     For
  2    Discharge to the board of directors and the management   Management   No Action     For
  3    Appropriation of the balance sheet profit   Management   No Action     For
  4    Change of articles of association   Management   No Action     For
  5    Election of the board of directors: New election of Mrs Dr. IDA Hardegger   Management   No Action     For
  6    Election of the auditors/OBT AG, ST. Gallen   Management   No Action     For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,130     07-May-2012   07-May-2012
    MEKONOMEN AB, SOGELTORP
  Security   W5615X116    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-May-2012
  ISIN   SE0002110064    Agenda   703737304 - Management
  Record Date   16-May-2012    Holding Recon Date   16-May-2012
  City / Country   STOCKHOLM                     / Sweden    Vote Deadline Date   09-May-2012
  SEDOL(s)   B23PWD2 - B295SM7 - B3BJ2B1    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE   Non-Voting       None
  CMMT    MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED   Non-Voting       None
  CMMT    PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU   Non-Voting       None
  1    Opening of the meeting   Non-Voting       None
  2    Election of Chairman of the meeting : The Nominating Committee proposes-Fredrik Persson, Chairman of the Board, as chairman to preside over the-annual general meeting   Non-Voting       None
  3    Preparation and approval of the voting list   Non-Voting       None
  4    Approval of the agenda of the meeting   Non-Voting       None
  5    Election of one or two persons to approve the minutes   Non-Voting       None
  6    Decision as to whether the meeting has been duly convened   Non-Voting       None
  7    Presentation of the Annual Report, the Auditors’ Report, the consolidated-accounts and the auditors’ report on the consolidated accounts   Non-Voting       None
  8    Address by the Managing Director and questions from shareholders   Non-Voting       None
  9    Decision concerning adoption of the profit and loss account and the balance sheet, the consolidated profit and loss account and the consolidated balance sheet   Management   No Action     For
  10    Decision concerning allocation of the profit in accordance with the approved balance sheet   Management   No Action     For
  11    Decision on discharge from liability of the directors of the Board and the Managing Director   Management   No Action     For
  12    Determination of the number of directors of the Board and deputies of the Board : Seven meeting-elected directors of the Board and no deputy directors   Management   No Action     For
  13    Determination of compensation payable to the directors of the Board and Auditors   Management   No Action     For


  14    Election of directors of the Board, Chairman of the Board, deputy directors and Auditor : Re- election of directors Antonia Ax:son Johnson, Kenny Brack, Anders G Carlberg, Wolff Huber, Fredrik Persson, Helena Skantorp and Marcus Storch and Re-election of Fredrik Persson as Chairman of the Board and Re-election of the chartered accounting firm Deloitte AB as the company’s auditor through the conclusion of the 2013 Annual General Meeting   Management   No Action   For
  15    Determination of guidelines for appointment of the Nominating Committee   Management   No Action   For
  16    Determination of guidelines for compensation to senior management   Management   No Action   Against
  17    Proposal for employees’ acquisition of shares in subsidiaries   Management   No Action   For
  18    Proposal for authorization of the Board of Directors to issue new shares   Management   No Action   For
  19    Closing of the meeting   Non-Voting     None
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares   Vote Date   Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   27,300     07-May-2012   07-May-2012
    VINDA INTERNATIONAL HOLDINGS LTD
  Security   G9361V108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   23-May-2012
  ISIN   KYG9361V1086    Agenda   703747381 - Management
  Record Date   17-May-2012    Holding Recon Date   17-May-2012
  City / Country   HONGKONG                     / Cayman Islands    Vote Deadline Date   11-May-2012
  SEDOL(s)   B1Z7648 - B235FQ6    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  CMMT    PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0423/LTN20120423537.pdf   Non-Voting       None
     Comments-Non Voting Agenda Item    
  1    To receive and adopt the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 December 2011   Management   For   For   For
  2    To declare a final dividend for the year ended 31 December 2011   Management   For   For   For
  3.a.i    To re-elect Mr. LI Chao Wang as an executive director   Management   For   For   For
  3.aii    To re-elect Mr. DONG Yi Ping as a executive director   Management   Against   Against   Against
     Comments-Less than 75% Attendance    
  3aiii    To re-elect Mr. Johann Christoph MICHALSKI as a non-executive director   Management   For   For   For
  3.aiv    To re-elect Mr. HUI Chin Tong, Godfrey as an independent non-executive director   Management   For   For   For
  3.b    To authorise the board of directors to fix the remuneration of the directors   Management   Against   Against   Against
     Comments-Fees are excessive    
  4    To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the board of directors to fix their remuneration   Management   For   For   For
  5    To give a general mandate to the directors to issue shares up to 20%   Management   Against   Against   Against
     Comments-Size of issuance is excessive and/or lack of information regarding issue price discount
  6    To give a general mandate to the directors to repurchase shares up to 10%   Management   For   For   For
  7    To authorise the directors to issue and allot the shares repurchased by the Company   Management   Against   Against   Against
     Comments-Lack of information regarding issue price discount    
     PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD DATE. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU D-ECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
     Comments-Non Voting Agenda Item    
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   654,000     10-May-2012   11-May-2012
    BWT AG, MONDSEE
  Security   A1141J105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   24-May-2012
  ISIN   AT0000737705    Agenda   703758942 - Management
  Record Date   14-May-2012    Holding Recon Date   14-May-2012
  City / Country   VIENNA                     / Austria    Vote Deadline Date   11-May-2012
  SEDOL(s)   4119054 - 5619315 - B05P485 - B28FM59    Quick Code  


  CMMT    PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 976492 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.   Non-Voting       None
  1    Presentation of the approved financial statements 2011 including the notes and-the management report, the report of the Supervisory Board, the corporate gov-ernance report as well as presentation of the approved consolidated financial-statements 2011 and the consolidated management report   Non-Voting       None
  2    Resolution on dividend distribution   Management   For   For   For
  3    Resolution on the formal approval of the acts of the members of the Management Board for the business year 2011   Management   For   For   For
  4    Resolution on the formal approval of the acts of the members of the Supervisory Board for the business year 2011   Management   For   For   For
  5    Resolution on the remuneration of the members of the Supervisory Board   Management   For   For   For
  6    Appointment of the auditor for the business year 2012: Ernst & Young Wirtschaftspruefungsgesellschaft mbH   Management   For   For   For
  7    Resolution authorizing the Board to repurchase or possibly cancel own shares up to 10% of the share capital for a period of 24 months from the date of the resolution in accordance with the provisions of the Companies Act and the Stock Exchange Act of section 65 paragraph 1, item. 8 and paragraph 1a and 1b AktG. The authorization may be executed wholly or partially, or in several installments, and in pursuit of one or more purposes by the Company through a subsidiary (section 228 para 3 UGB) or on its behalf by third parties. Trading in own shares is excluded as the purpose of acquisition   Management   For   For   For
  8    Resolution authorizing the Board for a period of 24 months from the date of the resolution to decide on the sale of own shares, other than the stock exchange or a public offering, excluding the subscription rights of shareholders, pursuant to section 65 paragraph 1b AktG. The board’s decision needs the approval of the Supervisory Board   Management   For   For   For
  9    Resolution on the renewal of the expiring authorization of the Board regarding an authorized capital and the confirmation of the statute in section 4, para 3) that this should remain in the future as follows: “Section 4 The Board is authorized to increase, within 5 years of entry of such decision in the company register the share capital of the Company with the consent of the Supervisory Board by up to EUR 8,916,500,-through the issuance of 8.9165 million shares of new bearer shares with a minimum issue price of 100% in cash or in kind to EUR 26,750,000,-with or without the exclusion of subscription rights for existing shareholders. The Board may exercise this authorization in whole or in multiple steps and set the price and the terms of issue in consultation with the Supervisory Board. In particular, the Board is authorized to decide in terms of the total authorized capital with the approval of the Supervisory Board on the exclusion of subscription rights. The Supervisory Board is authorized to change the Articles of Association resulting from the issuance of shares from authorized capital”   Management   For   For   Against
  Account Number   Account Name  

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  Custodian  

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Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   17,386     10-May-2012   11-May-2012
    PT BANK BUKOPIN TBK
  Security   Y7125R108    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   24-May-2012
  ISIN   ID1000103609    Agenda   703817227 - Management
  Record Date   08-May-2012    Holding Recon Date   08-May-2012
  City / Country   JAKARTA                     / Indonesia    Vote Deadline Date   15-May-2012
  SEDOL(s)   B18THH1 - B72S163    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 974882 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.    Non-Voting       None


    Comments-Non Voting Agenda Item
  1   Approval the board of directors report for book year 2011 and ratification of financial report for book year 2011 as well to give acquit et de charge to the board of commissioner and the board of directors    Management   For   For   For
  2   Determine on utilization of company’s net profit for book year 2011    Management   For   For   For
  3   Approve on Tantiem for the board commissioners and the board directors    Management   For   For   For
  4   Authorize to the board of commissioners to appoint of independent public accountant to audit company’s financial report for book year 2012 and determine their honorarium    Management   For   For   For
  5   Authorize the board of commissioners to increase company capital in order to implement management and employee stock option plan program (MSOP)    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company
  6   Approval to change the board of commissioner structure    Management   Abstain   Against   Abstain
    Comments-Nominees are not disclosed.
  7   Approval to determine honorarium, salary and or allowances for the board of commissioners and board of directors    Management   For   For   For
  8   Utilization fund report from rights issue I and rights issue II and Bank Bukopin subordinated bond year 2012    Management   For   For   For
  Account Number   Account Name  

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  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   15,705,166     15-May-2012   15-May-2012
    DRILLISCH AG, MAINTAL
  Security   D23138106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-May-2012
  ISIN   DE0005545503    Agenda   703734839 - Management
  Record Date   03-May-2012    Holding Recon Date   03-May-2012
  City / Country   FRANKFURT AM MAIN                     / Germany    Vote Deadline Date   11-May-2012
  SEDOL(s)   5446405 - 5734672 - B030WC2 - B28GTX9 - B4XQFH4    Quick Code  

 

    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

    ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
    PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 04 MAY 2012, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
    COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 MAY 2012. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE.    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.   Presentation of the financial statements and annual report for the 2011 financ-ial year with the report of the Supervisory Board, the group financial stateme-nts, the group annual report, and the report pursuant to Sections 289(4) and 3- 15(4) of the German Commercial Code    Non-Voting       None
    Comments-Non Voting Agenda Item


  2.    Resolution on the appropriation of the distributable profit of EUR 107,879,947.57 as follows: Payment of a dividend of EUR 0.70 per no-par share EUR 71,716,385.17 shall be carried forward Ex-dividend and payable date: May 29, 2012   Management   For   For   For
  3.a    Ratification of the acts of the Board of MD: Paschalis Choulidis   Management   For   For   For
  3.b    Ratification of the acts of the Board of MD: Vlasios Choulidis   Management   For   For   For
  4.a    Ratification of the acts of the Supervisory Board: Marc Brucherseifer   Management   For   For   For
  4.b    Ratification of the acts of the Supervisory Board: Dr. Horst Lennertz   Management   For   For   For
  4.c    Ratification of the acts of the Supervisory Board: Michael Mueller-Berg   Management   For   For   For
  4.d    Ratification of the acts of the Supervisory Board: Dr. Hartmut Schenk   Management   For   For   For
  4.e    Ratification of the acts of the Supervisory Board: Dr. Bernd H. Schmidt   Management   For   For   For
  4.f    Ratification of the acts of the Supervisory Board: Johann Weindl   Management   For   For   For
  5.    Election of Susanne Rueckert to the Supervisory Board   Management   For   For   For
  6.    Appointment of auditors for the 2012 financial year: BDO AG, Dusseldorf   Management   For   For   For

 

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Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   77,321     10-May-2012   11-May-2012
    YIP’S CHEMICAL HOLDINGS LTD
  Security   G9842Z116    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   25-May-2012
  ISIN   KYG9842Z1164    Agenda   703745870 - Management
  Record Date   22-May-2012    Holding Recon Date   22-May-2012
  City / Country   HONG KONG                 / Cayman Islands    Vote Deadline Date   15-May-2012
  SEDOL(s)   6986698 - B05PPK4 - B1HHL52    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU.    Non-Voting       None
  CMMT   PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2012/0420/LTN20120420498.pdf    Non-Voting       None
  1   To approve the audited consolidated financial statements and the reports of the directors of the Company (the “Directors”) and the independent auditors of the Company (the “Auditors”) for the year ended 31 December 2011    Management   For   For   For
  2   To approve the final dividend for the year ended 31 December 2011 of HK12.0 cents per share (each a “Share”) of HKD 0.10 each in the capital of the Company by way of a scrip dividend scheme (“Scrip Dividend Scheme”) with an option to elect to receive wholly or partly an allotment and issue of Shares credited as fully paid in lieu of cash payment    Management   For   For   For
  3   To re-appoint Messrs. Deloitte Touche Tohmatsu as the Auditors and to authorise the board of Directors to fix their remuneration    Management   For   For   For
  4.a   To re-elect Mr. Ip Chi Shing as a non-executive Director of the Company    Management   For   For   For
  4.b   To re-elect Mr. Yip Tsz Hin as an executive Director of the Company    Management   For   For   Against
  4.c   To re-elect Mr. Ng Siu Ping as a non-executive Director of the Company    Management   For   For   Against
  4.d   To re-elect Mr. Tong Wui Tung as a non- executive Director of the Company    Management   For   For   Against
  4.e   To re-elect Mr. Au-Yeung Tsan Pong, Davie as an independent non-executive Director of the Company    Management   For   For   Against
  4.f   To re-elect Mr. Ku Yuen Fun as an independent non-executive Director of the Company    Management   For   For   Against
  5   To re-elect Mr. Wong Kong Chi as an independent non-executive Director of the Company    Management   For   For   Against
  6   To authorise the board of Directors to fix the Directors’ remuneration    Management   For   For   Against
  7   To grant the general mandate to the Directors to issue or otherwise deal with unissued shares of the Company up to a maximum of 20% of the issued share capital of the Company (the “General Allotment Mandate”) as set out in item 7 of the Notice of Annual General Meeting dated 23 April 2012    Management   Against   Against   Against
  8   To grant the repurchase mandate to the Directors to repurchase shares of the Company up to a maximum of 10% of the issued share capital of the Company (the “Repurchase Mandate”) as set out in item 8 of the Notice of Annual General Meeting dated 23 April 2012    Management   For   For   For
    Comments-Harding Loevner is voting against the proposed share issuance without preemptive rights because it is in excess of our tolerance, which is set at 10% of shares outstanding.


  9    To approve the addition to the General Allotment Mandate the number of shares repurchased by the Company under the Repurchase Mandate (the “General Extension Mandate”) as set out in item 9 of the Notice of Annual General Meeting dated 23 April 2012   Management   For   For   Against
  10    To approve the adoption of New Share Option Scheme and the termination of Existing Share Option Scheme as set out in item 10 of the Notice of Annual General meeting dated 23 April 2012   Management   Against   Against   Against
     Comments-Issue of participant is too broad
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  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   744,000     14-May-2012   15-May-2012
    SUPERMAX CORPORATION BHD
  Security   Y8310G105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   30-May-2012
  ISIN   MYL7106OO007    Agenda   703809802 - Management
  Record Date      Holding Recon Date   25-May-2012
  City / Country   SELANGOR DARUL                     / Malaysia    Vote Deadline Date   22-May-2012
    EHSAN     
  SEDOL(s)   6281597 - B02HLS3 - B1V7L36 - B1VJW73    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   To approve a final tax-exempt dividend of 3.5% per share in respect of the financial year ended 31 December 2011    Management   For   For   For
  2   To approve payment of the Directors’ Fees of RM 344,000 for the year ended 31 December 2011    Management   For   For   For
  3   To re-elect Dato’ Ting Heng Peng who retires by rotation as a Director of the Company pursuant to Article 88 of the Company’s Articles of Association    Management   For   For   For
  4   To re-elect Mr Gong Wooi Teik who retires by rotation as a Director of the Company pursuant to Article 88 of the Company’s Articles of Association    Management   For   For   For
  5   To re-appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company and to authorise the Board of Directors to fix their remuneration    Management   For   For   For
  6   Authority to issue shares    Management   For   For   For
  7   Proposed renewal of authority for the company to purchase its own shares    Management   For   For   For
  Account Number   Account Name  

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Date

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  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,007,000     22-May-2012   22-May-2012
    CONSTRUCCIONES Y AUXILIAR DE FERROCARRILES SA CAF,
  Security   E31774115    Meeting Type   Ordinary General Meeting
  Ticker Symbol      Meeting Date   03-Jun-2012
  ISIN   ES0121975017    Agenda   703801515 - Management
  Record Date   25-May-2012    Holding Recon Date   25-May-2012
  City / Country   BEASAIN                     / Spain    Vote Deadline Date   29-May-2012
  SEDOL(s)   4217561 - B1L51F2 - B28GLC2 - B3BGP80    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   Examination and approval, if appropriate, of the financial statements of Construcciones Y Auxiliar de Ferrocarriles, S.A., and the financial statements of CAF’s Consolidated Group of Companies, and of the management by the Board of Directors    Management   For   For   For
  2   Approval of the proposal for the appropriation of earnings for year 2011, with a distribution of a gross dividend of EUR 10.5 per share    Management   For   For   For
  3   Appointment of Kutxabank, S.A. as a Director, Caja de Ahorros de Gipuzkoa y San Sebastian, “Kutxa”    Management   For   For   For
  4   Re-election of the auditors of the accounts    Management   For   For   For
  5   Advisory vote on the Remuneration Report approved by the Board    Management   For   For   Against
  6   Ratification of the corporate web site    Management   For   For   For
  7   Authorize the Board of Directors with all the powers required to record in public deed the agreements that are required to be public, with express powers to clarify, rectify or supplement the agreements based on any oral or written instructions given by the Registrar of Companies, taking all necessary steps to enter these agreements in the Companies’ Registry    Management   For   For   For
  8   Approval of the minutes of the meeting    Management   For   For   For
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  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,722     24-May-2012   29-May-2012
    NAK SEALING TECHNOLOGIES CORP
  Security   Y58264105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   06-Jun-2012
  ISIN   TW0009942003    Agenda   703818685 - Management
  Record Date   06-Apr-2012    Holding Recon Date   06-Apr-2012
  City / Country   NANTOU                     / Taiwan, Province of China    Vote Deadline Date   29-May-2012
  SEDOL(s)   6432834 - B05PCY7    Quick Code  
    Item    Proposal   Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation


  CMMT   PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.1   2011 Business report    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.2   Supervisor’s review report on the 2011 financial statements    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.3   Amendment to procedure for board of directors meeting    Non-Voting       None
    Comments-Non Voting Agenda Item
  1.4   Report on operation in principle of good faith    Non-Voting       None
    Comments-Non Voting Agenda Item
  2.1   Adoption of the 2011 financial statements    Management   For   For   For
  2.2   Adoption of the proposal for distribution of 2011 profits.(cash dividend of TWD3.2 per share)    Management   For   For   For
  3.1   Amendment to articles of incorporation    Management   For   For   For
  3.2   Amendment to the rules of procedure for shareholder meetings    Management   For   For   For
  3.3   Amendment to the operational procedures for acquisition and disposal of assets    Management   For   For   For
  4   Questions and motions    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
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  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   485,000     24-May-2012   29-May-2012
    RUBIS SA, PARIS
  Security   F7937E106    Meeting Type   MIX
  Ticker Symbol      Meeting Date   07-Jun-2012
  ISIN   FR0000121253    Agenda   703759641 - Management
  Record Date   01-Jun-2012    Holding Recon Date   01-Jun-2012
  City / Country   PARIS                     / France    Vote Deadline Date   28-May-2012
  SEDOL(s)   4713100 - B05P526 - B1YX8D0  - B28LN09    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal- officiel.gouv.fr/pdf/2012/0425/201204251201756. pdf    Non-Voting       None
    Comments-Non Voting Agenda Item
  O.1   Approval of corporate financial statements for the financial year 2011    Management   For   For   For
  O.2   Approval of consolidated financial statements for the financial year 2011    Management   For   For   For
  O.3   Allocation of income and setting the dividend    Management   For   For   For
  O.4   Terms for the payment of the dividend    Management   For   For   For
  O.5   Renewal of term of Mr. Nils Christian Bergene as Supervisory Board member    Management   Against   Against   Against
    Comments-Affiliate/Insider on Audit Committee
  O.6   Renewal of term of Mr. Herve Claquin as Supervisory Board member    Management   For   For   For
  O.7   Renewal of term of Mr. Olivier Mistral as Supervisory Board member    Management   For   For   For
  O.8   Renewal of term of Mr. Erik Pointillart as Supervisory Board member    Management   For   For   For
  O.9   Authorization for a share repurchase program (liquidity contract)    Management   For   For   For
  O.10   Regulated agreements and commitments    Management   For   For   For
  E.11   Overall limitation of the issuances of shares and/or securities providing access to capital    Management   For   For   For


  E.12   Delegation of authority to the Management Board to issue common shares and/or other securities providing access to the capital of the Company without preferential subscription rights as part of a public offer    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company regarding debt issuances
  E.13   Delegation of authority to the Management Board to issue common shares and/or other securities providing access to the capital of the Company with cancellation of preferential subscription rights in favor of a category of persons pursuant to the provisions of Article L.225-138 of the Commercial Code    Management   Abstain   Against   Abstain
    Comments-Insufficient information provided by the Company regarding debt issuances
  E.14   Authorization to be granted to the Management Board to grant share subscription options that may be exercised under performance conditions to employees of the Company and of the Group, and to corporate officers of the Group (except for partners-managers of Rubis)    Management   For   For   For
  E.15   Authorization to be granted to the Management Board to carry out the allocation of performance shares existing or to be issued to employees of the Company and of the Group, and to corporate officers of the Group (except for partners- managers of Rubis) subject to meeting performance conditions    Management   For   For   For
  E.16   Authorization to be granted to the Management Board pursuant to Article L.225-129-6 of the Commercial Code to increase capital under the conditions provided in Article L.3332-18 et seq. of the Code of Labor    Management   For   For   For
  E.17   Amendment to Article 5 of the Statutes regarding the duration of the Company    Management   For   For   For
  E.18   Powers to carry out all legal formalities    Management   For   For   For
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Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   14,582     24-May-2012   28-May-2012
    TOUAX SCA, LA DEFENSE
  Security   F92135114    Meeting Type   MIX
  Ticker Symbol      Meeting Date   15-Jun-2012
  ISIN   FR0000033003    Agenda   703813293 - Management
  Record Date   11-Jun-2012    Holding Recon Date   11-Jun-2012
  City / Country   PARIS                     / France    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   5508974 - B28MX91    Quick Code  
    Item   Proposal    Type   Vote  

For/Against

Management

 

Preferred Provider

Recommendation

  CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.    Non-Voting       None
  CMMT   French Resident Shareowners must complete, sign and forward the Proxy Card-directly to the sub custodian. Please contact your Client Service-Representative to obtain the necessary card, account details and directions.-The following applies to Non-Resident Shareowners: Proxy Cards: Voting-instructions will be forwarded to the Global Custodians that have become-Registered Intermediaries, on the Vote Deadline Date. In capacity as-Registered Intermediary, the Global Custodian will sign the Proxy Card and-forward to the local custodian. If you are unsure whether your Global-Custodian acts as Registered Intermediary, please contact your representative    Non-Voting       None
  CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-http://www.journal- officiel.gouv.fr//pdf/2012/0509/201205091201854 .pdf AND htt-ps://balo.journal- officiel.gouv.fr/pdf/2012/0530/201205301203100. pdf    Non-Voting       None
  O.1   Approval of corporate financial statements for the financial year 2011    Management   For   For   For
  O.2   Approval of consolidated financial statements for the financial year 2011    Management   For   For   For
  O.3   Discharge of duties to the Executive Board, Supervisory Board and Statutory Auditors    Management   For   For   For
  O.4   Allocation of income and setting the dividend    Management   For   For   For
  O.5   Regulated Agreements    Management   For   For   For
  O.6   Setting attendance allowances    Management   For   For   For
  O.7   Renewal of term of Mr. Alexandre Walewski as Supervisory Board member    Management   For   For   Against
    Comments-Harding Loevner has no issue with past actions (or status) of Alexandre Walewski.
  O.8   Renewal of term of Mr. Jean-Jacques Ogier as Supervisory Board member    Management   For   For   For
  O.9   Renewal of term of Mr. Jerome Bethbeze as Supervisory Board member    Management   For   For   For
  O.10   Renewal of term of Mr. Francois Soulet de Brugiere as Supervisory Board member    Management   For   For   For
  O.11   Renewal of term of the company AQUASOURCA represented by Mrs. Sophie Defforey-Crepet as Supervisory Board member    Management   For   For   For


  O.12    Renewal of term of Mrs. Sophie Servaty as Supervisory Board member   Management   For   For   Against
     Comments-Harding Loevner has no issue with past actions (or status) of Sophie Servaty.
  O.13    Authorization for a share repurchase program   Management   For   For   Against
     Comments-Authority to Repurchase Shares is acceptable under Harding Loevner’s criteria.
  E.14    Amendment to the Bylaws   Management   For   For   For
  E.15    Authorization to cancel all or part of the shares purchased by the Company   Management   For   For   For
  E.16    Powers to carry out all legal formalities   Management   For   For   For
  CMMT    PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINKS. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNL-ESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.   Non-Voting       None
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   19,800     05-Jun-2012   05-Jun-2012
    STELLA CHEMIFA CORPORATION
  Security   J7674E109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   15-Jun-2012
  ISIN   JP3399720006    Agenda   703875469 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   OSAKA                     / Japan    Vote Deadline Date   05-Jun-2012
  SEDOL(s)   6175582 - B02LLB8 - B1CDND7    Quick Code   41090
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1   Appoint a Director    Management   Against   Against   Against
    Comments-Board Does Not Meet Independence Requirements
  1.2   Appoint a Director    Management   For   For   For
  1.3   Appoint a Director    Management   For   For   For
  1.4   Appoint a Director    Management   For   For   For
  1.5   Appoint a Director    Management   For   For   For
  1.6   Appoint a Director    Management   For   For   For
  2.1   Appoint a Corporate Auditor    Management   For   For   For
  2.2   Appoint a Corporate Auditor    Management   For   For   For
  2.3   Appoint a Corporate Auditor    Management   Against   Against   Against
    Comments-Related-Party Transactions
  3   Approve Provision of Retirement Allowance for Corporate Auditors    Management   Against   Against   Against
    Comments-Grants made to outsiders; Amount not disclosed
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   14,000     05-Jun-2012   06-Jun-2012
    VIRBAC
  Security   F97900116    Meeting Type   MIX
  Ticker Symbol      Meeting Date   18-Jun-2012
  ISIN   FR0000031577    Agenda   703802771 - Management
  Record Date   12-Jun-2012    Holding Recon Date   12-Jun-2012
  City / Country   CARROS                     / France    Vote Deadline Date   06-Jun-2012
  SEDOL(s)   4929996 - 7399369 - B28N446 - B3BK5Q0 - B4MKBY6    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR” AN-D “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   French Resident Shareowners must complete, sign and forward the Proxy Card dir-ectly to the sub custodian. Please contact your Client Service Representative-to obtain the necessary card, account details and directions. The following ap- plies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be fo-rwarded to the Global Custodians that have become Registered Intermediaries, o-n the Vote Deadline Date. In capacity as Registered Intermediary, the Global C-ustodian will sign the Proxy Card and forward to the local custodian. If you a-re unsure whether your Global Custodian acts as Registered Intermediary, pleas-e contact your representative    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLIC-KING ON THE MATERIAL URL LINK: https://balo.journal- officiel.gouv.fr/pdf/2012/- 0504/201205041201922.pdf    Non-Voting       None
    Comments-Non Voting Agenda Item
  O.1   Approval of the corporate financial statements for the financial year ended December 31, 2011    Management   For   For   For
  O.2   Approval of the consolidated financial statements for the financial year ended December 31, 2011    Management   For   For   For
  O.3   Allocation of income    Management   For   For   For
  O.4   Approval of a regulated agreement pursuant to Article L225-86 of the Commercial Code    Management   Against   Against   Against
    Comments-Not in best interests of shareholders
  O.5   Renewal of the commitments pursuant to Article L225-90-1 of the Commercial Code made in favor of Eric Maree    Management   Against   Against   Against
    Comments-Not in best interests of shareholders


  O.6    Renewal of the commitments pursuant to Article L225-90-1 of the Commercial Code made in favor of Pierre Pages   Management   Against   Against   Against
     Comments-Not in best interests of shareholders
  O.7    Renewal of the commitments pursuant to Article L225-90-1 of the Commercial Code made in favor of Christian Karst   Management   Against   Against   Against
     Comments-Not in best interests of shareholders
  O.8    Setting the overall amount of attendance allowances   Management   For   For   For
  O.9    Authorization to be granted to the Executive Board to carry out the repurchase of company shares   Management   For   For   For
  E.10    Authorization to be granted to the Executive Board to carry out free allocations of performance shares   Management   Against   Against   Against
     Comments-Metrics not disclosed
  E.11    Authorization to be granted to the Executive Board to increase capital via creation of cash shares with cancellation of shareholders’ preferential subscription right for the benefit of employees who are members of a corporate savings plan pursuant to Article L225-129-6 of the Commercial Code   Management   For   For   For
  O.12    Powers to carry out all legal formalities   Management   For   For   For
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   4,960     05-Jun-2012   06-Jun-2012
    COASTAL CONTRACTS BHD, SANDAKAN
  Security   Y1665A104    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   22-Jun-2012
  ISIN   MYL5071OO005    Agenda   703881222 - Management
  Record Date      Holding Recon Date   20-Jun-2012
  City / Country   SABAH                     / Malaysia    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   6675855 - B03GWH5 - B1W2174    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   To receive the Audited Financial Statements for the financial year ended 31 December 2011 together with the Reports of the Directors and Auditors thereon    Management   For   For   For
  2   To approve the payment of Directors’ fees for the financial year ended 31 December 2011    Management   For   For   For
  3   That pursuant to Section 129(6) of the Companies Act, 1965, Mr Kwan Cheong Kaw @ Kuan Yeek Chieu be and is hereby re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company    Management   For   For   For
  4   Mr Zainal Bin Rajan who retires as Director pursuant to Article No. 91 of the Company’s Articles of Association and being eligible, offers himself for re-election    Management   For   For   For
  5   Mr Ng Chin Keuan who retires as Director pursuant to Article No. 91 of the Company’s Articles of Association and being eligible, offers himself for re-election    Management   For   For   For
  6   To re-appoint Messrs Ernst & Young as Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration    Management   For   For   For
  7   Authority to issue shares under Section 132D of the Companies Act, 1965    Management   For   For   For
  8   Proposed renewal of authority for the Company to purchase its own shares of up to 10% of its issued and paid-up share capital    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian   Ballot Shares   Unavailable Shares  

Vote

Date

  Date Confirmed
               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,457,666     14-Jun-2012   14-Jun-2012
    LINTEC CORPORATION
  Security   J13776109    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   JP3977200009    Agenda   703898342 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO                     / Japan    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   6330080 - B13VQZ3    Quick Code   79660
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1.1   Appoint a Director    Management   Against   Against   Against
    Comments-Board Does Not Meet Independence Requirements
  1.2   Appoint a Director    Management   For   For   For
  1.3   Appoint a Director    Management   For   For   For
  1.4   Appoint a Director    Management   For   For   For
  1.5   Appoint a Director    Management   For   For   For
  1.6   Appoint a Director    Management   For   For   For
  1.7   Appoint a Director    Management   For   For   For
  1.8   Appoint a Director    Management   For   For   For
  1.9   Appoint a Director    Management   For   For   For
  1.10   Appoint a Director    Management   For   For   For
  2   Appoint a Corporate Auditor    Management   Against   Against   Against
    Comments-Beneficial Owner on Audit Committee; Board Does Not Meet Independence Requirements
  3   Amend Articles to: Adjust Terms of the Stock Option Plan for Directors to Reflect the Executive Officer System    Management   Against   Against   Against
    Comments-Excessive range of participants


  4   Approve Renewal of Anti-Takeover Defense Measures    Management   Against   Against   Against
    Comments-Proposed plan does not meet best practice
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   31,900     12-Jun-2012   14-Jun-2012
    ROHTO PHARMACEUTICAL CO.,LTD.
  Security   J65371106    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   26-Jun-2012
  ISIN   JP3982400008    Agenda   703908698 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   OSAKA                     / Japan    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   6747367 - B3BJM55    Quick Code   45270
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
    Please reference meeting materials.    Non-Voting       None
  1.1   Appoint a Director    Management   For   For   Against
  1.2   Appoint a Director    Management   For   For   For
  1.3   Appoint a Director    Management   For   For   For
  1.4   Appoint a Director    Management   For   For   For
  1.5   Appoint a Director    Management   For   For   For
  1.6   Appoint a Director    Management   For   For   For
  1.7   Appoint a Director    Management   For   For   For
  1.8   Appoint a Director    Management   For   For   For
  1.9   Appoint a Director    Management   For   For   For
  1.10   Appoint a Director    Management   For   For   For
  2.1   Appoint a Corporate Auditor    Management   For   For   For
  2.2   Appoint a Corporate Auditor    Management   For   For   For
  2.3   Appoint a Corporate Auditor    Management   For   For   For
  2.4   Appoint a Corporate Auditor    Management   For   For   For
  Account Number   Account Name   Internal Account   Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   70,000     12-Jun-2012   14-Jun-2012
    TAIWAN PAIHO CO LTD
  Security   Y8431R105    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Jun-2012
  ISIN   TW0009938001    Agenda   703883163 - Management
  Record Date   27-Apr-2012    Holding Recon Date   27-Apr-2012
  City / Country   CHANGHWA                     / Taiwan, Province of China    Vote Deadline Date   19-Jun-2012
  SEDOL(s)   6320832 - B17RLX0    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY-PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH-RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT-THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS-INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY-ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE-RELEVANT PROPOSAL. THANK YOU    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.1   The 2011 business operations    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.2   The 2011 audited reports    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.3   The status of investment in people’s republic of China    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.4   The status of buyback treasury stock    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.5   The revision to the rules of board meeting    Non-Voting       None
    Comments-Non Voting Agenda Item
  B.1   The 2011 financial statements    Management   For   For   For
  B.2   The 2011 profit distribution. proposed cash dividend: TWD0.3 per share    Management   For   For   For
  B.3   The issuance of new shares from retained earnings proposed stock dividend:70 for 1,000 SHS held    Management   For   For   For
  B.4   The revision to the articles of incorporation    Management   For   For   For
  B.5   The revision to the procedures of asset acquisition or disposal    Management   For   For   For
  B.6   Extraordinary motions    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,007,559     19-Jun-2012   19-Jun-2012
    ASAHI DIAMOND INDUSTRIAL CO.,LTD.
  Security   J02268100    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Jun-2012
  ISIN   JP3114400009    Agenda   703910655 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO                     / Japan    Vote Deadline Date   15-Jun-2012
  SEDOL(s)   6054788 - B4XZ344    Quick Code   61400
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   Approve Appropriation of Surplus    Management   For   For   For


  2    Amend Articles to: Adopt Reduction of Liability System for All Directors and All Auditors   Management   For   For   For
  3.1    Appoint a Corporate Auditor   Management   For   For   For
  3.2    Appoint a Corporate Auditor   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  3.3    Appoint a Corporate Auditor   Management   For   For   For
  4    Approve Extension of Anti-Takeover Defense Measures   Management   Against   Against   Against
     Comments-Proposed plan does not meet best practice
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   36,900     15-Jun-2012   15-Jun-2012
    YOUNGTEK ELECTRONICS CORP
  Security   Y9859Y101    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   27-Jun-2012
  ISIN   TW0006261001    Agenda   703912849 - Management
  Record Date   27-Apr-2012    Holding Recon Date   27-Apr-2012
  City / Country   HSINCHU                     / Taiwan, Province of  China    Vote Deadline Date   19-Jun-2012
  SEDOL(s)   6744379 - B17RQ35    Quick Code  
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 962800 DUE TO RECEIPT OF D-IRECTOR AND SUPERVISORS NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU.    Non-Voting       None
    Comments-Non Voting Agenda Item
  CMMT   PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS US TO VOTE AGAINST ANY PR-OPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT T-O SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT-IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWE-VER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR-DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK Y-OU    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.1   The 2011 business operations    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.2   The 2011 audited reports    Non-Voting       None
    Comments-Non Voting Agenda Item
  A.3   The status of the third local unsecured convertible corporate bonds    Non-Voting       None
    Comments-Non Voting Agenda Item
  B.1   The 2011 business reports and financial statements    Management   For   For   For
  B.2   The 2011 profit distribution. Proposed cash dividend: TWD5.5 per share    Management   For   For   For
  B.3   The revision to the procedures of asset acquisition or disposal    Management   For   For   For
  B.4   The issuance of new shares from retained earnings. Proposed stock dividend:10 for 1,000 SHS held    Management   For   For   For
  B.5.1   The election of director: Chung Shih Corp. Representative: Wang Ping-Lung, ID / shareholder NO- 198    Management   For   For   For
  B.5.2   The election of director: Chang Cheng-Kung, ID / shareholder NO- 2    Management   For   For   For
  B.5.3   The election of director: Chen Kuei-Pao, ID / shareholder NO- 9    Management   For   For   For
  B.5.4   The election of independent director: Liu Tseng- Feng, ID / shareholder NO- M101173727    Management   For   For   For
  B.5.5   The election of independent director: Yao Te- Chang, ID / shareholder NO- A121296909    Management   For   For   For
  B.5.6   The election of Supervisor: Li Yang Investment Corp., ID / shareholder NO- 435    Management   For   For   For
  B.5.7   The election of Supervisor: Lee Chang-Hsien, ID / shareholder NO- J120702826    Management   Against   Against   Against
    Comments-Attended less than 75% of board meetings
  B.5.8   The election of Supervisor: Tsai Yu-Ching, ID / shareholder NO- L221567833    Management   Against   Against   Against
    Comments-Attended less than 75% of board meetings
  B.6   The proposal to release non-competition restriction on the directors and representatives    Management   Against   Against   Against
    Comments-Potential conflict of interests
  B.7   Extraordinary motions    Management   Against   Against   Against
    Comments-Granting unfettered discretion is unwise
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

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Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   281,011     22-Jun-2012   22-Jun-2012
    TSUMURA & CO.
  Security   J93407120    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3535800001    Agenda   703892667 - Management
  Record Date   31-Mar-2012    Holding Recon Date   31-Mar-2012
  City / Country   TOKYO                     / Japan    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   5710434 - 6906919 - B28KCG5 - B3FHKZ1    Quick Code   45400


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
     Please reference meeting materials.   Non-Voting       None
     Comments-Non Voting Agenda Item
  1    Approve Appropriation of Surplus   Management   For   For   For
  2    Amend Articles to: Adopt Reduction of Liability System for Outside Directors, Adopt Reduction of Liability System for Outside Corporate Auditors   Management   For   For   For
  3.1    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  3.2    Appoint a Director   Management   For   For   For
  3.3    Appoint a Director   Management   For   For   For
  3.4    Appoint a Director   Management   For   For   For
  3.5    Appoint a Director   Management   For   For   For
  3.6    Appoint a Director   Management   For   For   For
  3.7    Appoint a Director   Management   For   For   For
  3.8    Appoint a Director   Management   For   For   For
  3.9    Appoint a Director   Management   For   For   For
  3.10    Appoint a Director   Management   For   For   For
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   16,200     18-Jun-2012   18-Jun-2012
    LEM HOLDING SA, PLAN-LES-OUATES
  Security   H48909149    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   CH0022427626    Agenda   703900159 - Management
  Record Date   15-Jun-2012    Holding Recon Date   15-Jun-2012
  City / Country   GENEVA                     / Switzerland    Vote Deadline Date   14-Jun-2012
  SEDOL(s)   B0LDD86 - B0LDDD1 - B1BW238    Quick Code  
    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  CMMT    BLOCKING OF REGISTERED SHARES IS NOT A LEGAL REQUIREMENT IN THE SWISS MARKET,-SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF T-HE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHAR- ES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU H-AVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRE-SENTATIVE.   Non-Voting       None
  CMMT    PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER MEETING-935377, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.   Non-Voting       None
  1.1    Approval of the annual report, the annual accounts and consolidated group accounts for the financial year 2011/12, ending on March 31, 2012   Management   For   For   For
  1.2    Consultative vote: approval of the compensation report for the financial year 2011/12   Management   For   For   For
  2    Appropriation of available earnings   Management   For   For   For
  3    Discharge to the members of the board of directors   Management   For   For   For
  4.1    Re-election of the board of director : Felix Bagdasarjanz   Management   For   For   For
  4.2    Re-election of the board of director : Peter Rutishauser   Management   For   For   For
  4.3    Re-election of the board of director : Ilan Cohen   Management   For   For   Against
     Comments- Glass Lewis has issues with proposal 4, Harding Loevner does not. Ilan Cohen represents ownership in LEM, has been key into implementing new strategy, and has done nothing to warrant not re-electing.
  4.4    Re-election of the board of director : Andreas Huerlimann   Management   For   For   For
  4.5    Re-election of the board of director : Anton Lauber   Management   For   For   For
  4.6    Re-election of the board of director : Ueli Wampfler   Management   For   For   Against
     Comments- Glass Lewis has issues with proposal 4, Harding Loevner does not. Ueli Wampler represents ownership in LEM, has been key into implementing new strategy, and has done nothing to warrant not re-electing.
  5    Re-election of the auditors / Ernst and Young SA   Management   For   For   Against
     Comments- Harding Loevner has no issue with auditors fees. Fees paid are transparent and consistent with corporate strategy and changes to income streams from global production & sales.
  6    Transfer of seat   Management   For   For   For
  7    Miscellaneous   Non-Voting       None
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   1,536     14-Jun-2012   14-Jun-2012
    BML,INC.
  Security   J0447V102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3799700004    Agenda   703904842 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   TOKYO                     / Japan    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   5921753 - 6197876 - B3BGM90    Quick Code   46940


    Item    Proposal   Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1    Approve Appropriation of Surplus   Management   For   For   For
  2.1    Appoint a Director   Management   For   For   For
  2.2    Appoint a Director   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements
  2.3    Appoint a Director   Management   For   For   For
  2.4    Appoint a Director   Management   For   For   For
  2.5    Appoint a Director   Management   For   For   For
  2.6    Appoint a Director   Management   For   For   For
  2.7    Appoint a Director   Management   For   For   For
  2.8    Appoint a Director   Management   For   For   For
  2.9    Appoint a Director   Management   For   For   For
  2.10    Appoint a Director   Management   For   For   For
  2.11    Appoint a Director   Management   For   For   For
  2.12    Appoint a Director   Management   For   For   For
  3    Appoint a Substitute Corporate Auditor   Management   Against   Against   Against
     Comments-Board Does Not Meet Independence Requirements; Related-Party Transactions
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   18,600     18-Jun-2012   18-Jun-2012
    C.UYEMURA & CO.,LTD.
  Security   J0845U102    Meeting Type   Annual General Meeting
  Ticker Symbol      Meeting Date   28-Jun-2012
  ISIN   JP3155350006    Agenda   703910984 - Management
  Record Date   30-Mar-2012    Holding Recon Date   30-Mar-2012
  City / Country   OSAKA                     / Japan    Vote Deadline Date   18-Jun-2012
  SEDOL(s)   6089014 - B021NB2    Quick Code   49660
    Item   Proposal    Type   Vote   For/Against
Management
  Preferred Provider
Recommendation
  1   Approve Appropriation of Surplus    Management   For   For   For
  Account Number   Account Name  

Internal

Account

  Custodian  

Ballot

Shares

  Unavailable Shares  

Vote

Date

 

Date

Confirmed

               
  HSN01   INT’L SMALL COMPANIES  

1000-5

  NORTHERN TRUST   11,600     18-Jun-2012   18-Jun-2012


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Harding, Loevner Funds, Inc.
By:  

/s/Richard T. Reiter

  Richard T. Reiter, President and Chief Executive Officer
  (Principal Executive Officer)

Date: August 29, 2012