N-PX 1 d774207dnpx.htm THE ARBITRAGE FUNDS The Arbitrage Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-09815

THE ARBITRAGE FUNDS

(exact name of registrant as specified in charter)

41 Madison Avenue, 42nd Floor, New York, NY 10010

(Address of principal executive offices) (Zip code)

John S. Orrico

Water Island Capital, LLC

41 Madison Avenue

42nd Floor

New York, NY 10010

(Name and address of agent for service)

Registrant’s Telephone Number, including Area Code: 212-259-2655

Date of fiscal year end: May 31

Date of reporting period: July 1, 2013 - June 30, 2014


Item 1 – Proxy Voting Record.


THE ARBITRAGE FUND

Investment Company Report

 

CERMAQ ASA

Security

   R1536Z104    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    11-Jul-2013

ISIN

   NO0010003882    Agenda    704623669 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      

CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

1

   Opening of the meeting and registration of shareholders attending    Management      

2

   Election of a person to chair the meeting    Management      

3

   Election of one person to sign the minutes together with the chairman of the meeting    Management      

4

   Approval of the notice convening the meeting and the proposed agenda    Management      

5

   Authorisation to sell business area    Management      

 

D.E. MASTER BLENDERS 1753 N.V., UTRECHT

Security

   N2563N109    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    31-Jul-2013

ISIN

   NL0010157558    Agenda    704624279 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

1

   Opening of the general meeting    Non-Voting      

2

   Explanation of the recommended public offer by Oak Leaf B.V. (the offeror), a-company ultimately controlled by a Joh. A. Benckiser Led Investor Group, for-all issued and outstanding ordinary shares in the capital. of D.E Master-Blenders
1753 N. V. (the offer )
   Non-Voting      


3

   Conditional amendment of the articles of association as per the settlement date, being the date that the transfer of the shares pursuant to the offer takes place against payment of the offer price for the shares (the settlement date)    Management    For   

For

4.a

   It is proposed to appoint B. Becht as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.b

   It is proposed to appoint P. Harf as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment is under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.c

   It is proposed to (re)appoint O. Goudet as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment is made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.d

   It is proposed to appoint A. Van Damme as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV will be declared final and unconditional    Management    For   

For

4.e

   It is proposed to appoint B. Trott as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.f

   It is proposed to appoint A. Santo Domingo as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.g

   It is proposed to appoint M. Cup as executive member of the board under condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

5.a

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mr J. Bennink in connection with his conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.b

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mr N.R. Sorensen-Valdez in connection with his conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.c

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs M.M.M. Corrales in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.d

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs G.J.M. Picaud in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For


5.e

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs S.E. Taylor in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For

6.a

   Conditional granting of full and final discharge from liability for Mr A. Illy, in connection with his functioning as non-executive director until the date of this extraordinary general meeting of shareholders, effective as from the settlement date    Management    For   

For

6.b

   Conditional granting of full and final discharge from liability for Mr R. Zwartendijk, in connection with his functioning as non-executive director until the date of this extraordinary general meeting of shareholders, effective as from the settlement date    Management    For   

For

7.a

   Granting of full and final discharge from liability for Mr C.J.A. Van Lede in connection with his functioning as non-executive director until the date of his resignation, being February 27, 2013    Management    For   

For

7.b

   Granting of full and final discharge from liability for Mr M.J. Herkemij in connection with his functioning as executive director until the date of his resignation, being December 31, 2012    Management    For   

For

8

   Conditional triangular legal merger with Oak Sub B.V. (as acquiring company) and new Oak B.V. (as group company of the acquiring company) in accordance with the merger proposals as drawn up by the boards of directors of the merging companies, subject to the conditions that (i) the offer is declared unconditional, (ii) the acceptance level immediately after the post-closing acceptance period is at least 80 percent but less than 95 percent of all shares in the share capital of the company on a fully diluted basis and (iii) the offeror resolves to pursue the post-closing merger and liquidation    Management    For   

For

9

   Any other business    Non-Voting      

10

   Closing of the general meeting    Non-Voting      

 

GEMINA SPA, MILANO

Security

   T4890T159    Meeting Type    MIX

Ticker Symbol

      Meeting Date    08-Aug-2013

ISIN

   IT0001480323    Agenda    704637226 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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_174298.PDF    Non-Voting      

CMMT

   PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 09 AUG 2013. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.    Non-Voting      

A.1

   Appointment of one director, related and consequent resolutions    Management    For   

For

E.1

   Merger by incorporation of Gemina SPA into Atlantia SPA approval of an integrative provision of the merger plan relating to the issuance, by Atlantia SPA, of a financial instrument consisting    Management    For   

For


   of a conditioned allocation right to be attributed, on the date of effectiveness of the merger, to holders of Gemina SPA ordinary and saving shares         

E.2

   Only in the hypothesis of lack of approval of the integrative provision mentioned in item 1 above, revocation of the deliberation of approval of the merger plan deliberation by the extraordinary shareholders meeting of Gemina SPA on 30 April 2013    Management    For   

For

 

COPEINCA ASA

Security

   R15888119    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    02-Sep-2013

ISIN

   NO0010352412    Agenda    704696965 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      

CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

1

   Election of a person to chair the Extraordinary General Meeting    Management    For   

For

2

   Approval of the Notice and Agenda of the Extraordinary General Meeting    Management    For   

For

3

   Election of one person to co-sign the Minutes    Management    For   

For

4

   Election of a new Board of Directors: The proposed new composition of the Board of Directors of the Company will be provided ahead of the general meeting. The resolution to elect a new Board of Directors will be made subject to Grand Success Investment (Singapore) Private Limited having consummated the voluntary offer, and thus being the owner of more than 90% of the outstanding shares in the Company    Management    For   

For

5

   Determination of remuneration to resigning members of the Board of Directors: It is proposed that the Extraordinary General Meeting approves the remuneration of the resigning Directors based on actual service time since the last Annual General Meeting and in accordance with the resolution made on 12 April 2013 by the Ordinary General Meeting regarding the remuneration of the Board of Directors    Management    For   

For


CMMT

   PLEASE BE AWARE THAT SHAREHOLDERS WHO HAVE ACCEPTED THE RECENT TENDER OFFER, W-ILL NOT BE ABLE TO VOTE FOR THE SHARES AT THE MEETING    Non-Voting      

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      

 

KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN

Security

   D6424C104    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   DE000KD88880    Agenda    704709368 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management
   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      
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 19 SEP 2013, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.    Non-Voting      
   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 SEP 2013. 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      

1.

   Presentation of the financial statements and annual report for the 2012/2013 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      


2.

   Resolution on the appropriation of the distributable profit of EUR 221,307,347.50 as follows: Payment of a dividend of EUR 2.50 per no-par share Ex-dividend and payable date: October 11, 2013    Management    For   

For

3.

   Ratification of the acts of the Board of MDs    Management    For   

For

4.

   Ratification of the acts of the Supervisory Board    Management    For   

For

5.

   Appointment of auditors for the 2013/2014 financial year: Ernst + Young GmbH, Munich    Management    For   

For

6.a

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding Erste Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

6.b

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding zweite Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

 

KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN

Security

   D6424C112    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   DE000KD88872    Agenda    704709370 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management
   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      
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 19 SEP 2013, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.    Non-Voting      
   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 SEP 2013. 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      

1.

   Presentation of the financial statements and annual report for the 2012/2013 f-inancial year with the report of the Supervisory Board, the    Non-Voting      


   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         

2.

   Resolution on the appropriation of the distributable profit of EUR 221,307,347.50 as follows: Payment of a dividend of EUR 2.50 per no-par share Ex-dividend and payable date: October 11, 2013    Management    For   

For

3.

   Ratification of the acts of the Board of MDs    Management    For   

For

4.

   Ratification of the acts of the Supervisory Board    Management    For   

For

5.

   Appointment of auditors for the 2013/2014 financial year: Ernst & Young GmbH, Munich    Management    For   

For

6.a

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding Erste Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

6.b

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding zweite Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

 

INVENSYS PLC, LONDON

Security

   G49133203    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   GB00B979H674    Agenda    704731846 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.    Non-Voting      

1

   To approve the Scheme of Arrangement dated 10 September 2013    Management    For   

For

 

INVENSYS PLC, LONDON

Security

   G49133203    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   GB00B979H674    Agenda    704731858 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   To give effect to the Scheme, as set out in the Notice of General Meeting, including the subdivision and reclassification of Scheme Shares, amendments to the Articles of Association, the reduction of capital, the capitalisation of reserves and authority to allot and the amendment to the rules of share schemes    Management    For   

For

 

BANK OF AYUDHYA PUBLIC CO LTD BAY

Security

   Y0644Q115    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    31-Oct-2013

ISIN

   TH0023010018    Agenda    704738408 - Management


Item

   Proposal    Type    Vote    For/Against
Management

1

   To adopt the minutes of the annual general meeting of shareholders no. 101 held on April 10, 2013    Management    For   

For

2

   To acknowledge the interim dividend payment for the period ended June 30, 2013    Management    For   

For

3

   To acknowledge project summary re: bank of Tokyo-Mitsubishi UFJ Limited’s plan to invest and hold shares in the bank including other related permissions of the ministry of finance, the bank of Thailand, ministry of commerce and other relevant regulators    Management    For   

For

4

   To consider and approve the amendment to the bank’s articles of association    Management    For   

For

5

   To consider and approve the integration of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch and the bank by acquisition of the business of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch, the entering into a conditional branch purchase agreement between the bank and bank of Tokyo-Mitsubishi UFJ limited and other related agreements which are asset acquisition and connected transactions. the bank of Tokyo-Mitsubishi UFJ limited will refrain from launching a mandatory tender offer after the private placement for shares issued in lieu of payment for the business of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch    Management    For   

For

6

   To consider and approve the reduction of the banks registered capital and amendment to the bank a memorandum of association clause 4 registered capital to align with the registered capital reduction of the bank    Management    For   

For

7

   To consider and approve the increase of the banks registered capital and amendment of the banks memorandum of association clause 4 registered capital to align with the registered capital increase of the bank    Management    For   

For

8

   To consider and approve the private placement of newly issued ordinary shares to bank of Tokyo-Mitsubishi UFJ limited which is a connected transaction    Management    For   

For

9

   To consider other business (if any)    Management    Abstain   

For

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      

CMMT

   04 OCT 2013: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT AN-D CHANGE IN TEXT OF RESOLUTION 6 AND 7. 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      

 

WHITEHAVEN COAL LTD, BRISBANE

Security

   Q97664108    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    04-Nov-2013

ISIN

   AU000000WHC8    Agenda    704752422 - Management


Item

   Proposal    Type    Vote    For/Against
Management

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      

1

   Directors’ remuneration report    Management    For   

For

2

   Grant of rights to Managing Director Mr Paul Flynn, under Equity Incentive Plan    Management    For   

For

3

   Election of Raymond Zage    Management    For   

For

4

   Election of Tony Haggarty    Management    For   

For

5

   Election of John Conde    Management    For   

For

6

   Election of Richard Gazzard    Management    For   

For

 

FLINDERS MINES LTD, NORWOOD SA

Security

   Q39181260    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    29-Nov-2013

ISIN

   AU000000FMS9    Agenda    704808609 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 1 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 THE ABOVE MENTIONED PROPOSAL/S, 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      

1

   Adoption of the Remuneration Report    Management    For   

For

2

   Re-election of Mr Kevin Malaxos as a Director    Management    For   

For

3

   Appointment of Auditor: Grant Thornton Audit Pty Ltd    Management    For   

For

4

   Reinstatement of Proportional Takeover Provisions    Management    For   

For

 

SUNDANCE RESOURCES LTD

Security

   Q8802V106    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    29-Nov-2013

ISIN

   AU000000SDL6    Agenda    704812064 - Management


Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 5 TO 13 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 THE ABOVE MENTIONED-PROPOSAL/S, 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      

1

   Non Binding Resolution to adopt Remuneration Report    Management    For   

For

2

   Re-election of Mr George Jones as a Director    Management    For   

For

3

   Re-election of Mr Andrew Robin Marshall as a Director    Management    For   

For

4

   Election of Mr David Southam as a Director    Management    For   

For

5

   Approval of Performance Rights Plan    Management    For   

For

6

   Ratification of issue of Shares to Congo Mining Investments SA    Management    For   

For

7

   Ratification of issue of Convertible Notes to Hanlong (Africa) Mining Investment Limited    Management    For   

For

8

   Ratification of issue of the Noble Note to Noble Resources International Pte Ltd    Management    For   

For

9

   Approval to issue Noble Options to Noble Resources International Pte Ltd    Management    For   

For

10

   Ratification of issue of Investor Group Notes to the Investor Group    Management    For   

For

11

   Ratification of issue of Tranche 1 Options to the Investor Group    Management    For   

For

12

   Approval to issue Tranche 2 Options to the Investor Group    Management    For   

For

13

   Approval to issue Tranche 3 Options to the Investor Group    Management    For   

For

 

MAGIC HOLDINGS INTERNATIONAL LTD, GRAND CAYMAN

Security

   G57770102    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    13-Dec-2013

ISIN

   KYG577701025    Agenda    704810731 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS. THANK YOU.    Non-Voting      

CMMT

   PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/1029/LTN20131029479.pdf-AND-http://www.hkexnews.hk/listedco/listconews/sehk/ 2013/1029/LTN20131029462.pdf    Non-Voting      

1

   To receive and adopt the audited consolidated financial statements and the reports of the directors and the auditors of the company for the year ended 30 June 2013    Management    For   

For

2

   To approve the declaration of a final dividend of approximately HK3.0 cents per share of HKD 0.10 each in the capital of the company for the year ended 30 June 2013    Management    For   

For


3.a

   To re-elect Mr. Tang Siu Kun Stephen as director    Management    For   

For

3.b

   To re-elect Mr. Yan Kam Tong as director    Management    For   

For

3.c

   To re-elect Prof. Dong Yin Mao as director    Management    For   

For

3.d

   To authorise the board of directors of the company to fix the re-elected directors’ remuneration    Management    For   

For

4

   To re-appoint the company’s auditors and authorise the board of directors of the company to fix their remuneration    Management    For   

For

5.A

   To grant a general and unconditional mandate to the directors of the company to allot, issue or otherwise deal with the unissued shares of the company    Management    For   

For

5.B

   To grant a general mandate to the directors of the company to purchase the company’s shares    Management    For   

For

5.C

   To add the nominal amount of the shares repurchased by the company to the mandate granted to the directors under resolution no. 5(A)    Management    For   

For

 

ACINO HOLDING AG, AESCH BL

Security

   H0026L105    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    17-Dec-2013

ISIN

   CH0021190902    Agenda    704865976 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE REQUESTS-ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION O-F SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF-THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT-THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPO-N RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED-ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRA- DE. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE-REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRAT-ION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDI-NG YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE    Non-Voting      

1

   Discharge to the board of directors and the management    Management    For   

For

2.1

   Election of the board of director: Haekan Bjoerklund    Management    For   

For

2.2

   Election of the board of director: Toni Weitzberg    Management    For   

For

2.3

   Election of the board of director: Tom Dean    Management    For   

For

2.4

   Election of the board of director: Jonas Agnblad    Management    For   

For

2.5

   Election of the board of director: Thomas Vetander    Management    For   

For

2.6

   Election of the board of director: Kunal Pandit    Management    For   

For

3

   In the case of ad-hoc/Miscellaneous shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of directors    Management    For   

For


CMMT

   03 DEC 13: PLEASE NOTE THAT A CORPORATE ACTION (PURCHASE OFFER) IS GOING ON FO-R THIS SECURITY. AS PER THE COMPANY S GUIDANCE, CLIENTS WHO HAVE PARTICIPATED-IN THE CORPORATE ACTION OFFER ARE NOT ALLOWED TO REGISTER AND VOTE AT THE AGM-ANYMORE.    Non-Voting      

CMMT

   03 DEC 13: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL CO-MMENT AND CHANGE IN MEETING TYPE FROM AGM TO EGM. 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      

 

UNIT4 N.V., SLIEDRECHT

Security

   N9028G116    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    19-Feb-2014

ISIN

   NL0000389096    Agenda    704909653 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

1

   Opening    Non-Voting      

2

   Explanation of the recommended cash offer by AI Avocado B.V. (the “Offeror”),-a company ultimately controlled by funds advised and managed by Advent-International Corporation, for all the issued and outstanding ordinary shares-with a nominal value of EUR 0.05 each in the capital of UNIT4 N.V. (the-“Company”) (the “Offer”)    Non-Voting      

3

   Conditional amendment of the Articles of Association of the Company as per the Settlement Date (as defined in the offer memorandum relating to the Offer dated 20 December 2013, the “Offer Memorandum”) and Authorisation to execute the deed of amendment of the Articles of Association    Management    For   

For

4.a

   Appointment of Mr Leo Apotheker as non-executive director as per the Settlement Date    Management    For   

For

4.b

   Appointment of Mr Bret Bolin as non-executive director as per the Settlement Date    Management    For   

For

4.c

   Appointment of Mr Fred Wakeman as non-executive director as per the Settlement Date    Management    For   

For

4.d

   Appointment of Mr John Woyton as non-executive director as per the Settlement Date    Management    For   

For

4.e

   Appointment of Mr Bram Grimmelt as non-executive director as per the Settlement Date    Management    For   

For

4.f

   Re-appointment of Mr Frank Rovekamp as non-executive director as per the Settlement Date    Management    For   

For

5.a

   Mr Philip Houben in connection with his conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

5.b

   Mr Rob Ruijter in connection with his conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

5.c

   Ms Nikki Beckett in connection with her conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

6.a

   Mr Chris Ouwinga in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and non-executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

6.b

   Mr Jose Duarte in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For


6.c

   Mr Edwin van Leeuwen in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

6.d

   Mr Frank Rovekamp in connection with his functioning as member of the Supervisory Board until 1 January 2014 and non-executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

7

   Any other business    Non-Voting      

8

   Closing    Non-Voting      

 

MAGIC HOLDINGS INTERNATIONAL LTD, GRAND CAYMAN

Security

   G57770102    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    24-Mar-2014

ISIN

   KYG577701025    Agenda    704991404 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0228/LTN20140228095.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0228/LTN20140228097.pdf    Non-Voting      

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING    Non-Voting      

1

   To approve and give effect to the reduction of the issued share capital of the company arising as a result of the scheme of arrangement (the ‘‘scheme’’) dated 28 February 2014 between the company and the scheme shareholders (as defined in the scheme) and to authorise the directors to do all acts and things considered by them to be necessary or desirable in connection with the implementation of the scheme    Management    For   

For

2

   To approve the increase of the issued share capital of the company to its former amount by allotting and issuing to L’Oreal S.A., credited as fully paid at par (applying the credit arising in the books of account of the company consequent upon the reduction of its issued share capital), the same number of ordinary shares of HKD 0.10 each in the share capital of the company as the number of shares cancelled and extinguished    Management    For   

For

3

   To approve, ratify and confirm the updated and amended executive service agreement dated 4 February 2014 entered into between Guangzhou Qunhe Cosmetics Co., Ltd. (as specified) and Mr. She Yu Yuan (as amended and supplemented by an amendment agreement dated 26 February 2014 and entered into between the parties)    Management    For   

For

 

MAGIC HOLDINGS INTERNATIONAL LTD, GRAND CAYMAN

Security

   G57770102    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    24-Mar-2014

ISIN

   KYG577701025    Agenda    704995820 - Management


Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-RESOLUTION 1, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING    Non-Voting      

CMMT

   PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0228/LTN20140228091.pdf;- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0228/LTN20140228093.pdf    Non-Voting      

1

   For the purpose of considering and, if thought fit, approving (with or without modifications) the Scheme of Arrangement (the “Scheme”) dated 28 February 2014 between the Company and the Scheme Shareholders (as defined in the Scheme) referred to in the Notice of the Court Meeting, and at the Court Meeting (and at any adjournment thereof)    Management    For   

For

 

POLTRONA FRAU S.P.A., TORINO

Security

   T7710W104    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    16-Apr-2014

ISIN

   IT0004114846    Agenda    705037883 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

CMMT

   PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 17 APR 2014. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.    Non-Voting      

1

   Approval of the financial statements for the year ending 31 December 2013 and related attachments, presentation of the group consolidated financial statements for the year ending 31 December 2013 and related attachments    Management    For   

For

2

   Remuneration policy pursuant to art. 123-ter of the consolidated finance law (TUF) (legislative decree no. 58/1998)    Management    For   

For

3

   Resolution pursuant art. 2364 co. 1, n. 2 civil code. Pursuant to article 126-Bis of the TUF (legislative decree no. 58 1998) and article 11.5 of the articles of association    Management    For   

For

 

ZIGGO N.V., UTRECHT

Security

   N9837R105    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    17-Apr-2014

ISIN

   NL0006294290    Agenda    705006888 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

4

   Adoption of the annual accounts 2013    Management      

5.b

   Appropriation of profit    Management      

6

   Discharge members of the management board    Management      

7

   Discharge members of the supervisory board    Management      

9

   Appointment of external auditor: Ernst & Young BV    Management      

10

   Extension of the authority of the management board to repurchase shares    Management      

11.a

   Extension of the authority of the management board to issue shares (including the grant of rights to subscribe for shares)    Management      


11.b

   Extension of the authority of the management board to limit or exclude the pre-emptive rights    Management      

CMMT

   07 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAM-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

ZIGGO N.V., UTRECHT

Security

   N9837R105    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    17-Apr-2014

ISIN

   NL0006294290    Agenda    705006888 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

4

   Adoption of the annual accounts 2013    Management    For   

For

5.b

   Appropriation of profit    Management    For   

For

6

   Discharge members of the management board    Management    For   

For

7

   Discharge members of the supervisory board    Management    For   

For

9

   Appointment of external auditor: Ernst & Young BV    Management    For   

For

10

   Extension of the authority of the management board to repurchase shares    Management    For   

For

11.a

   Extension of the authority of the management board to issue shares (including the grant of rights to subscribe for shares)    Management    For   

For

11.b

   Extension of the authority of the management board to limit or exclude the pre-emptive rights    Management    For   

For

CMMT

   07 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAM-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

AZ ELECTRONIC MATERIALS SA, LUXEMBOURG

Security

   L0523J103    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Apr-2014

ISIN

   LU0552383324    Agenda    705042074 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

1

   To receive and approve the Directors’ Report for the year ended 31 December 2013    Management    For   

For

2

   To receive and approve the Consolidated Financial Statements and Annual Accounts of the Company for the year ended 31 December 2013 and Auditors’ Reports thereon    Management    For   

For

3

   To approve the Annual Statement and the Annual Report on Remuneration for the year ended 31 December 2013    Management    For   

For

4

   To approve the Directors’ Remuneration Policy    Management    For   

For

5

   To approve the results of the Company for the year ended 31 December 2013    Management    For   

For

6

   To discharge the Directors for the year ended 31 December 2013    Management    For   

For

7

   To re-elect and confirm the term of office of David Price as a Director    Management    For   

For

8

   To re-elect and confirm the term of office of Adrian Auer as a Director    Management    For   

For

9

   To re-elect and confirm the term of office of John Whybrow as a Director    Management    For   

For


10

   To re-elect and confirm the term of office of Geoff Wild as a Director    Management    For   

For

11

   To re-elect and confirm the term of office of Andrew Allner as a Director    Management    For   

For

12

   To re-elect and confirm the term of office of Gerald Ermentrout as a Director    Management    For   

For

13

   To re-elect and confirm the term of office of Mike Powell as a Director    Management    For   

For

14

   To re-elect and confirm the term of office of Philana Poon as a Director    Management    For   

For

15

   To determine the Directors’ fees for the year ending 31 December 2014    Management    For   

For

16

   To confirm the appointment of Deloitte Audit S.a r.l. as the Company’s Auditor until the conclusion of the 2015 Annual General Meeting    Management    For   

For

17

   To authorise the Directors to agree the fees of the Auditor    Management    For   

For

18

   To authorise the Directors to make market purchases of the Company’s Ordinary shares    Management    For   

For

19

   To acknowledge that the Directors have full power to issue shares on a non-pre-emptive basis pursuant to the ABI/NAPF Pre-Emption Guidelines    Management    For   

For

 

WING HANG BANK LTD

Security

   Y9588K109    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Apr-2014

ISIN

   HK0302001547    Agenda    705070465 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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      

CMMT

   PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0327/LTN20140327546.pdf- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0327/LTN20140327572.pdf    Non-Voting      

1

   To adopt the Audited Financial Statements and the Report of the Directors and the Independent Auditor’s Report for the year ended 31 December 2013    Management    For   

For

2

   To declare a final dividend of HKD 1.62 per share for the year ended 31 December 2013    Management    For   

For

3.a

   To re-elect Dr Cheng Hon Kwan as director    Management    For   

For

3.b

   To re-elect Mr TSE Hau Yin Aloysius as director    Management    For   

For

4

   To authorise the Board of Directors to fix director fees    Management    For   

For

5

   To re-appoint KPMG as Auditors of the Bank and authorise the Board of Directors to fix their remuneration    Management    For   

For

6

   To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the aggregate number of shares of the Bank in issue    Management    For   

For

7

   To grant a general mandate to the Directors to buy back shares of the Bank not exceeding 10% of the aggregate number of shares of the Bank in issue    Management    For   

For

8

   To extend the general mandate granted to the Directors to allot, issue and deal with additional shares of the Bank pursuant to Resolution No. 6 above, by the addition of the aggregate number of shares bought back under the authority granted pursuant to Resolution No. 7 above    Management    For   

For


CARACAL ENERGY INC, TORONTO, ON

Security

   140756107    Meeting Type    MIX

Ticker Symbol

      Meeting Date    15-May-2014

ISIN

   CA1407561077    Agenda    705190798 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’- ONLY FOR RESOLUTIONS “1.1 TO 1.7 AND 2”. THANK YOU.    Non-Voting      

1.1

   ELECTION OF DIRECTOR: CAROL BELL    Management    For   

For

1.2

   ELECTION OF DIRECTOR: JOHN BENTLEY    Management    For   

For

1.3

   ELECTION OF DIRECTOR: PETER DEY    Management    For   

For

1.4

   ELECTION OF DIRECTOR: GARY S. GUIDRY    Management    For   

For

1.5

   ELECTION OF DIRECTOR: ROBERT B.    Management    For   

For

   HODGINS         

1.6

   ELECTION OF DIRECTOR: RONALD ROYAL    Management    For   

For

1.7

   ELECTION OF DIRECTOR: BROOKE WADE    Management    For   

For

2

   TO APPOINT THE AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR    Management    For   

For

3

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION IN THE FORM SET OUT IN THE ACCOMPANYING PROXY STATEMENT AND INFORMATION CIRCULAR (THE “CIRCULAR”) AUTHORIZING ANNUAL AMOUNTS REGARDING THE ALLOTMENT OF EQUITY SECURITIES    Management    For   

For

4

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE A SPECIAL RESOLUTION IN THE FORM SET OUT IN THE CIRCULAR AUTHORIZING THE LIMITS REGARDING THE DISAPPLICATION OF PRE-EMPTION RIGHTS    Management    For   

For

5

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION IN THE FORM SET OUT IN THE CIRCULAR APPROVING THE LONG-TERM INCENTIVE PLAN FOR THE CORPORATION WITH CERTAIN AMENDMENTS THERETO, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR    Management    For   

For

 

AURORA OIL & GAS LTD, PERTH WA

Security

   Q0698D100    Meeting Type    Scheme Meeting

Ticker Symbol

      Meeting Date    21-May-2014

ISIN

   AU000000AUT1    Agenda    705176647 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   THAT, PURSUANT TO AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT, THE SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SCHEME BOOKLET (OF WHICH THIS NOTICE OF SCHEME MEETING FORMS PART) IS APPROVED (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE COURT)    Management    For   

For


BWG HOMES ASA

Security

   R12767100    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    22-May-2014

ISIN

   NO0010298300    Agenda    705251154 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      

CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

3

   APPROVE THE NOTICE AND THE AGENDA OF THE MEETING    Management      

5

   ADOPT THE BOARD’S GUIDELINES FOR REMUNERATION OF MANAGEMENT    Management      

6

   APPROVE THE 2013 ANNUAL REPORT AND ANNUAL FINANCIAL STATEMENTS    Management      

7

   THE BOARD’S CORPORATE GOVERNANCE REPORT    Management      

8.1

   BOARD MANDATE TO INCREASE SHARE CAPITAL AGAINST CASH DEPOSITS    Management      

8.2

   BOARD MANDATE TO INCREASE SHARE CAPITAL AGAINST OTHER DEPOSITS THAN CASH    Management      

8.3

   BOARD MANDATE TO INCREASE SHARE CAPITAL BY RESOLUTION ON MERGERS    Management      

9

   AMENDMENT TO THE ARTICLES OF ASSOCIATION CONCERNING SIGNATORY RIGHTS    Management      

10

   ELECTION OF NEW MEMBER AND VICE    Management      
   CHAIRMAN OF THE BOARD :ARNE BAUMANN         

11

   APPROVE THE BOARD’S FEES FOR THE PERIOD FROM AGM 2014 TO AGM 2015    Management      

12.1

   RE-ELECTION OF MIMI K. BERDAL AS MEMBER TO THE NOMINATION COMMITTEE    Management      

12.2

   RE-ELECTION OF CARL HENRIK ERIKSEN AS MEMBER TO THE NOMINATION COMMITTEE    Management      

12.3

   ELECTION OF HANS THRANE NIELSEN AS MEMBER TO THE NOMINATION COMMITTEE    Management      

13

   APPROVE THE NOMINATION COMMITTEE’S FEES    Management      

14

   APPROVE THE AUDITOR’S FEES    Management      


TELEKOM AUSTRIA AG, WIEN

Security

   A8502A102    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    28-May-2014

ISIN

   AT0000720008    Agenda    705235275 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   PRESENTATION OF ANNUAL REPORTS    Non-Voting      

2

   ALLOCATION OF NET PROFITS    Management    For   

For

3

   DISCHARGE OF BOD    Management    For   

For

4

   DISCHARGE OF SUPERVISORY BOARD    Management    For   

For

5

   REMUNERATION FOR SUPERVISORY BOARD    Management    For   

For

6

   ELECTION OF EXTERNAL AUDITOR    Management    For   

For

7

   REPORT OF BOD ON OWN SHS    Non-Voting      

8

   AMENDMENT OF ARTICLES: PAR 11 (1,6)    Management    For   

For

CMMT

   06 MAY 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE-TO 16 MAY 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

YANCOAL AUSTRALIA LTD, SYDNEY NSW

Security

   Q9869P115    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-May-2014

ISIN

   AU000000YAL0    Agenda    705215297 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 3 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 (AS REFERRED IN THE COMPANY ANNOUNCEMENT) 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 THE ABOVE MENTIONED PROPOSAL/S, 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      

2.A

   RE-ELECT XIYONG LI AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.B

   RE-ELECT BAOCAI ZHANG AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.C

   RE-ELECT BOYUN XU AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.D

   RE-ELECT HUAQIAO ZHANG AS A DIRECTOR OF THE COMPANY    Management    For   

For

3

   ADOPTION OF REMUNERATION REPORT    Management    For   

For

4

   PROPOSED AMENDMENT TO CONSTITUTION - CLAUSES 1.1(A), 9, 9.2(A)    Management    For   

For


BULL SA, CLAYES SOUS BOIS

Security

   F5895B254    Meeting Type    MIX

Ticker Symbol

      Meeting Date    06-Jun-2014

ISIN

   FR0010266601    Agenda    705115839 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

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      

CMMT

   THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE.    Non-Voting      

CMMT

   PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-
https://balo.journal-officiel.gouv.fr/pdf/2014/0404/201404041400863. pdf
   Non-Voting      

O.1

   APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2013    Management      

O.2

   APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2013    Management      

O.3

   ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2013    Management      

O.4

   APPROVAL OF THE REGULATED AGREEMENTS AND COMMITMENTS PURSUANT TO ARTICLES L.225-38 ET SEQ. OF THE COMMERCIAL CODE    Management      

O.5

   APPROVAL OF THE COMMITMENTS MADE IN FAVOR OF MR. PHILIPPE VANNIER PURSUANT TO THE PROVISIONS OF ARTICLE L.225-42-1 OF THE COMMERCIAL CODE    Management      

O.6

   RENEWAL OF TERM OF MR. PHILIPPE VASSOR AS BOARD MEMBER    Management      

O.7

   RENEWAL OF TERM OF THE COMPANY ORANGE AS BOARD MEMBER    Management      

O.8

   RENEWAL OF TERM OF MRS. ALEXANDRA SOTO AS BOARD MEMBER    Management      

O.9

   RATIFICATION OF THE COOPTATION OF MRS. NATHALIE BROUTELE AS BOARD MEMBER    Management      

O.10

   RATIFICATION OF THE COOPTATION OF MR. EDOUARD GUILLAUD AS BOARD MEMBER    Management      

O.11

   APPOINTMENT OF MRS. JOCELYNE ATTAL AS NEW BOARD MEMBER    Management      

O.12

   ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO MR. PHILIPPE VANNIER, PRESIDENT AND CEO FOR THE 2013 FINANCIAL YEAR    Management      

O.13

   AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN COMPANY’S SHARES    Management      


E.14

   DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL OF THE COMPANY WHILE MAINTAINING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS    Management      

E.15

   DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE SHARE CAPITAL BY INCORPORATION OF RESERVES, PROFITS, PREMIUMS OR ANY OTHER AMOUNTS FOR WHICH CAPITALIZATION IS ALLOWED    Management      

E.16

   AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL UP TO 5% OF CAPITAL, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS    Management      

E.17

   DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL OF THE COMPANY WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF EMPLOYEES WHO ARE MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN    Management      

E.18

   AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO GRANT COMPANY’S SHARE SUBSCRIPTION AND/OR PURCHASE OPTIONS TO EMPLOYEES AND/OR CORPORATE OFFICERS OF THE GROUP, AS DEFINED BY LAW    Management      

E.19

   POWERS TO CARRY OUT ALL LEGAL FORMALITIES    Management      

 

CARACAL ENERGY INC, TORONTO, ON

Security

   140756107    Meeting Type    Special General Meeting

Ticker Symbol

      Meeting Date    06-Jun-2014

ISIN

   CA1407561077    Agenda    705288543 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER’S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS    Non-Voting      

1

   TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE COURT OF QUEEN’S BENCH OF ALBERTA DATED MAY 8, 2014, AND, IF DEEMED ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT DATED MAY 9, 2014 (THE “CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT (THE “ARRANGEMENT”) UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT (“CBCA”), ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

Security

   G4509M102    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334732 - Management


Item

   Proposal    Type    Vote   

For/Against

Management

1.i

   TO AUTHORISE THE HERITAGE DIRECTORS (EXCLUDING ANTHONY BUCKINGHAM) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT    Management    For   

For

1.ii

   TO APPROVE CERTAIN AMENDMENTS TO HERITAGE’S ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE TERMS OF THE SCHEME    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

Security

   G4509M102    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334744 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING    Non-Voting      

1

   TO APPROVE THE SCHEME    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

Security

   G4509M102    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334768 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   TO APPROVE THE BUCKINGHAM ARRANGEMENTS    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

Security

   G4509M102    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705342804 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   TO RECEIVE THE DIRECTORS’ REPORT AND THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013, TOGETHER WITH THE REPORT OF THE AUDITORS    Management    For   

For

2

   TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY SET OUT ON PAGES 24 TO 29 INCLUSIVE OF THE CORPORATE GOVERNANCE REPORT) CONTAINED IN THE FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013    Management    For   

For

3

   TO APPROVE THE DIRECTORS’ REMUNERATION POLICY SET OUT ON PAGES 24 TO 29 INCLUSIVE OF THE CORPORATE GOVERNANCE REPORT, CONTAINED IN THE FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013, WHICH TAKES EFFECT IMMEDIATELY AFTER THE END OF THE ANNUAL GENERAL MEETING ON 30 JUNE 2014    Management    For   

For


4

   TO APPOINT KPMG LLP AS AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

5

   TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS    Management    For   

For

6

   TO RE-ELECT MICHAEL HIBBERD AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

7

   TO RE-ELECT ANTHONY BUCKINGHAM AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

8

   TO RE-ELECT PAUL ATHERTON AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

9

   TO RE-ELECT JOHN MCLEOD AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

10

   TO RE-ELECT GREGORY TURNBULL, QC AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

11

   TO RE-ELECT CARMEN RODRIGUEZ AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

12

   TO RE-ELECT MARK ERWIN AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

13

   THAT THE AUTHORITY CONFERRED ON THE DIRECTORS BY ARTICLE 10.4 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY SHALL BE RENEWED AND FOR THIS PURPOSE THE AUTHORISED ALLOTMENT NUMBER SHALL BE 85,000,000 ORDINARY SHARES OF NO PAR VALUE AND THE ALLOTMENT PERIOD SHALL BE THE PERIOD COMMENCING ON 30 JUNE 2014 AND ENDING ON THE CONCLUSION OF THE NEXT AGM OR, IF EARLIER, 30 SEPTEMBER 2015, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, AND THE DIRECTORS MAY, DURING SUCH ALLOTMENT PERIOD, MAKE OFFERS OR ARRANGEMENTS WHICH WOULD OR MIGHT REQUIRE SECURITIES TO BE ALLOTTED OR SOLD AFTER THE EXPIRY OF SUCH ALLOTMENT PERIOD    Management    For   

For

14

   THAT, SUBJECT TO THE PASSING OF RESOLUTION 12, FOR THE PURPOSE OF ARTICLE 10.8(D) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE NON PRE-EMPTIVE NUMBER FOR THE ALLOTMENT PERIOD REFERRED TO IN RESOLUTION 12 SHALL BE 27,500,000 ORDINARY SHARES OF NO PAR VALUE    Management    For   

For


THE ARBITRAGE EVENT-DRIVEN FUND

Investment Company Report

 

SIAM MAKRO PUBLIC CO LTD

Security

   Y7923E119    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    05-Jul-2013

ISIN

   TH0429010018    Agenda    704582750 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   To consider and confirm the minutes of the annual general shareholders (meeting no. 20 (after conversion into a public company limited) held on April 25, 2013    Management    For   

For

2.1

   To consider appointing new director: Mr. Korsak Chairasmisak    Management    For   

For

2.2

   To consider appointing new director: Mr. Pittaya Jearavisitkul    Management    For   

For

2.3

   To consider appointing new director: Mr. Piyawat Titasattavorakul    Management    For   

For

3

   To consider redesignating the authorized directors    Management    For   

For

4

   To consider other businesses (if any)    Management    Abstain   

For

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      

CMMT

   PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING TYPE FROM AGM TO-EGM. 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      

 

CERMAQ ASA

Security

   R1536Z104    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    11-Jul-2013

ISIN

   NO0010003882    Agenda    704623669 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      


CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

1

   Opening of the meeting and registration of shareholders attending    Management      

2

   Election of a person to chair the meeting    Management      

3

   Election of one person to sign the minutes together with the chairman of the meeting    Management      

4

   Approval of the notice convening the meeting and the proposed agenda    Management      

5

   Authorisation to sell business area    Management      

 

SEVERN TRENT PLC, BIRMIMGHAM

Security

   G8056D159    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    17-Jul-2013

ISIN

   GB00B1FH8J72    Agenda    704621019 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   Receive the Report and Accounts    Management    For   

For

2

   Declare a final dividend    Management    For   

For

3

   Approve the Directors remuneration report    Management    For   

For

4

   Reappoint Tony Ballance    Management    For   

For

5

   Reappoint Bernard Bulkin    Management    For   

For

6

   Reappoint Richard Davey    Management    For   

For

7

   Reappoint Andrew Duff    Management    For   

For

8

   Reappoint Gordon Fryett    Management    For   

For

9

   Reappoint Martin Kane    Management    For   

For

10

   Reappoint Martin Lamb    Management    For   

For

11

   Reappoint Michael McKeon    Management    For   

For

12

   Reappoint Baroness Noakes    Management    For   

For

13

   Reappoint Andy Smith    Management    For   

For

14

   Reappoint Tony Wray    Management    For   

For

15

   Reappoint auditors    Management    For   

For

16

   Authorise directors to determine auditors remuneration    Management    For   

For

17

   Authorise political donations    Management    For   

For

18

   Authorise allotment of shares    Management    For   

For

19

   Disapply pre-emption rights    Management    For   

For

20

   Authorise purchase of own shares    Management    For   

For

21

   Reduce notice period for general meetings    Management    For   

For

 

D.E. MASTER BLENDERS 1753 N.V., UTRECHT

Security

   N2563N109    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    31-Jul-2013

ISIN

   NL0010157558    Agenda    704624279 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   Opening of the general meeting    Non-Voting      

2

   Explanation of the recommended public offer by Oak Leaf B.V. (the offeror), a-company ultimately controlled by a Joh. A. Benckiser Led Investor Group, for-all issued and outstanding ordinary shares in the capital. of D.E Master-Blenders 1753 N. V. (the offer )    Non-Voting      

3

   Conditional amendment of the articles of association as per the settlement date, being the date that the transfer of the shares pursuant to the offer takes place against payment of the offer price for the shares (the settlement date)    Management    For   

For


4.a

   It is proposed to appoint B. Becht as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.b

   It is proposed to appoint P. Harf as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment is under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.c

   It is proposed to (re)appoint O. Goudet as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment is made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.d

   It is proposed to appoint A. Van Damme as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV will be declared final and unconditional    Management    For   

For

4.e

   It is proposed to appoint B. Trott as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.f

   It is proposed to appoint A. Santo Domingo as non-executive member of the board where all details as laid down in article 2:158 paragraph 5, section 2: 142 paragraph 3 of the Dutch civil code are available for the general meeting of shareholders. The appointment will be made under the condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

4.g

   It is proposed to appoint M. Cup as executive member of the board under condition that the public offer made by Oak Leaf BV is declared final and unconditional    Management    For   

For

5.a

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mr J. Bennink in connection with his conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.b

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mr N.R. Sorensen-Valdez in connection with his conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.c

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs M.M.M. Corrales in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.d

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs G.J.M. Picaud in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For

5.e

   Conditional acceptance of resignation and granting of full and final discharge from liability for Mrs S.E. Taylor in connection with her conditional resignation of the board of directors as per the settlement date    Management    For   

For


6.a

   Conditional granting of full and final discharge from liability for Mr A. Illy, in connection with his functioning as non-executive director until the date of this extraordinary general meeting of shareholders, effective as from the settlement date    Management    For   

For

6.b

   Conditional granting of full and final discharge from liability for Mr R. Zwartendijk, in connection with his functioning as non-executive director until the date of this extraordinary general meeting of shareholders, effective as from the settlement date    Management    For   

For

7.a

   Granting of full and final discharge from liability for Mr C.J.A. Van Lede in connection with his functioning as non-executive director until the date of his resignation, being February 27, 2013    Management    For   

For

7.b

   Granting of full and final discharge from liability for Mr M.J. Herkemij in connection with his functioning as executive director until the date of his resignation, being December 31, 2012    Management    For   

For

8

   Conditional triangular legal merger with Oak Sub B.V. (as acquiring company) and new Oak B.V. (as group company of the acquiring company) in accordance with the merger proposals as drawn up by the boards of directors of the merging companies, subject to the conditions that (i) the offer is declared unconditional, (ii) the acceptance level immediately after the post-closing acceptance period is at least 80 percent but less than 95 percent of all shares in the share capital of the company on a fully diluted basis and (iii) the offeror resolves to pursue the post-closing merger and liquidation    Management    For   

For

9

   Any other business    Non-Voting      

10

   Closing of the general meeting    Non-Voting      

 

COPEINCA ASA

Security

   R15888119    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    02-Sep-2013

ISIN

   NO0010352412    Agenda    704696965 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      


CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

1

   Election of a person to chair the Extraordinary General Meeting    Management    For   

For

2

   Approval of the Notice and Agenda of the Extraordinary General Meeting    Management    For   

For

3

   Election of one person to co-sign the Minutes    Management    For   

For

4

   Election of a new Board of Directors: The proposed new composition of the Board of Directors of the Company will be provided ahead of the general meeting. The resolution to elect a new Board of Directors will be made subject to Grand Success Investment (Singapore) Private Limited having consummated the voluntary offer, and thus being the owner of more than 90% of the outstanding shares in the Company    Management    For   

For

5

   Determination of remuneration to resigning members of the Board of Directors: It is proposed that the Extraordinary General Meeting approves the remuneration of the resigning Directors based on actual service time since the last Annual General Meeting and in accordance with the resolution made on 12 April 2013 by the Ordinary General Meeting regarding the remuneration of the Board of Directors    Management    For   

For

CMMT

   PLEASE BE AWARE THAT SHAREHOLDERS WHO HAVE ACCEPTED THE RECENT TENDER OFFER, W-ILL NOT BE ABLE TO VOTE FOR THE SHARES AT THE MEETING    Non-Voting      

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      

 

KONINKLIJKE KPN NV, DEN HAAG

Security

   N4297B146    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    02-Oct-2013

ISIN

   NL0000009082    Agenda    704700841 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   Opening and announcements    Non-Voting      

2

   Sale of E-Plus    Management    For   

For

3.a

   Adjustment factor relating to LTI plans    Management    Abstain   

Against

3.b

   Retention bonus for Mr Dirks    Management    Abstain   

Against

4

   Any other business and closure of the meeting    Non-Voting      
   PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING. 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      

 

KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN

Security

   D6424C104    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   DE000KD88880    Agenda    704709368 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management
   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    Non-Voting      


   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.         
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 19 SEP 2013, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.    Non-Voting      
   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 SEP 2013. 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      

1.

   Presentation of the financial statements and annual report for the 2012/2013 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      

2.

   Resolution on the appropriation of the distributable profit of EUR 221,307,347.50 as follows: Payment of a dividend of EUR 2.50 per no-par share Ex-dividend and payable date: October 11, 2013    Management    For   

For

3.

   Ratification of the acts of the Board of MDs    Management    For   

For

4.

   Ratification of the acts of the Supervisory Board    Management    For   

For

5.

   Appointment of auditors for the 2013/2014 financial year: Ernst + Young GmbH, Munich    Management    For   

For

6.a

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding Erste Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

6.b

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding zweite Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

 

KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN

Security

   D6424C112    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   DE000KD88872    Agenda    704709370 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

   ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING    Non-Voting      


   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.         
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 19 SEP 2013, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS-IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERM-AN LAW. THANK YOU.    Non-Voting      
   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25 SEP 2013. 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      

1.

   Presentation of the financial statements and annual report for the 2012/2013 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      

2.

   Resolution on the appropriation of the distributable profit of EUR 221,307,347.50 as follows: Payment of a dividend of EUR 2.50 per no-par share Ex-dividend and payable date: October 11, 2013    Management    For   

For

3.

   Ratification of the acts of the Board of MDs    Management    For   

For

4.

   Ratification of the acts of the Supervisory Board    Management    For   

For

5.

   Appointment of auditors for the 2013/2014 financial year: Ernst & Young GmbH, Munich    Management    For   

For

6.a

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding Erste Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

6.b

   Approval of the control and profit transfer agreement with the company’s wholly owned subsidiaries: Kabel Deutschland Holding zweite Beteiligungs GmbH, effective retroactively upon its entry into the commercial register    Management    For   

For

 

INVENSYS PLC, LONDON

Security

   G49133203    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   GB00B979H674    Agenda    704731846 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT ABSTAIN IS NOT A    Non-Voting      
   VALID VOTE OPTION FOR THIS MEETING         
   TYPE.-PLEASE CHOOSE BETWEEN “FOR”         


   AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.         

1

   To approve the Scheme of Arrangement dated 10 September 2013    Management    For   

For

 

INVENSYS PLC, LONDON

Security

   G49133203    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    10-Oct-2013

ISIN

   GB00B979H674    Agenda    704731858 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   To give effect to the Scheme, as set out in the Notice of General Meeting, including the subdivision and reclassification of Scheme Shares, amendments to the Articles of Association, the reduction of capital, the capitalisation of reserves and authority to allot and the amendment to the rules of share schemes    Management    For   

For

 

ENVESTRA LTD, ADELAIDE SA

Security

   Q3536B104    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Oct-2013

ISIN

   AU000000ENV4    Agenda    704748219 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 2 AND 4 AND VOTES CAST-BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE-PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED-BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE-“ABSTAIN”) ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT-YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE-RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSALS (2 AND 4), YOU-ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN-BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE-VOTING EXCLUSION.    Non-Voting      

2

   Approval of Remuneration Report    Management    For   

For

3.a

   Re-election of Director Mr Eric Fraser Ainsworth    Management    For   

For

3.b

   Re-election of Director Mr Michael Joseph McCormack    Management    For   

For

4

   Approval of issue of shares    Management    For   

For

 

BANK OF AYUDHYA PUBLIC CO LTD BAY

  

Security

   Y0644Q115    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    31-Oct-2013

ISIN

   TH0023010018    Agenda    704738408 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   To adopt the minutes of the annual general meeting of shareholders no. 101 held on April 10, 2013    Management    For   

For

2

   To acknowledge the interim dividend payment for the period ended June 30, 2013    Management    For   

For


3

   To acknowledge project summary re: bank of Tokyo-Mitsubishi UFJ Limited’s plan to invest and hold shares in the bank including other related permissions of the ministry of finance, the bank of Thailand, ministry of commerce and other relevant regulators    Management    For   

For

4

   To consider and approve the amendment to the bank’s articles of association    Management    For   

For

5

   To consider and approve the integration of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch and the bank by acquisition of the business of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch, the entering into a conditional branch purchase agreement between the bank and bank of Tokyo-Mitsubishi UFJ limited and other related agreements which are asset acquisition and connected transactions. the bank of Tokyo-Mitsubishi UFJ limited will refrain from launching a mandatory tender offer after the private placement for shares issued in lieu of payment for the business of bank of Tokyo-Mitsubishi UFJ limited, Bangkok Branch    Management    For   

For

6

   To consider and approve the reduction of the banks registered capital and amendment to the bank a memorandum of association clause 4 registered capital to align with the registered capital reduction of the bank    Management    For   

For

7

   To consider and approve the increase of the banks registered capital and amendment of the banks memorandum of association clause 4 registered capital to align with the registered capital increase of the bank    Management    For   

For

8

   To consider and approve the private placement of newly issued ordinary shares to bank of Tokyo-Mitsubishi UFJ limited which is a connected transaction    Management    For   

For

9

   To consider other business (if any)    Management    Abstain   

For

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      

CMMT

   04 OCT 2013: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT AN-D CHANGE IN TEXT OF RESOLUTION 6 AND 7. 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      

 

WHITEHAVEN COAL LTD, BRISBANE

  

Security

   Q97664108    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    04-Nov-2013

ISIN

   AU000000WHC8    Agenda    704752422 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

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      


1

   Directors’ remuneration report    Management    For   

For

2

   Grant of rights to Managing Director Mr Paul Flynn, under Equity Incentive Plan    Management    For   

For

3

   Election of Raymond Zage    Management    For   

For

4

   Election of Tony Haggarty    Management    For   

For

5

   Election of John Conde    Management    For   

For

6

   Election of Richard Gazzard    Management    For   

For

 

SUNDANCE RESOURCES LTD

  

Security

   Q8802V106    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    29-Nov-2013

ISIN

   AU000000SDL6    Agenda    704812064 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 1, 5 TO 13 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 THE ABOVE MENTIONED-PROPOSAL/S, 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      

1

   Non Binding Resolution to adopt Remuneration Report    Management    For   

For

2

   Re-election of Mr George Jones as a Director    Management    For   

For

3

   Re-election of Mr Andrew Robin Marshall as a Director    Management    For   

For

4

   Election of Mr David Southam as a Director    Management    For   

For

5

   Approval of Performance Rights Plan    Management    For   

For

6

   Ratification of issue of Shares to Congo Mining Investments SA    Management    For   

For

7

   Ratification of issue of Convertible Notes to Hanlong (Africa) Mining Investment Limited    Management    For   

For

8

   Ratification of issue of the Noble Note to Noble Resources International Pte Ltd    Management    For   

For

9

   Approval to issue Noble Options to Noble Resources International Pte Ltd    Management    For   

For

10

   Ratification of issue of Investor Group Notes to the Investor Group    Management    For   

For

11

   Ratification of issue of Tranche 1 Options to the Investor Group    Management    For   

For

12

   Approval to issue Tranche 2 Options to the Investor Group    Management    For   

For

13

   Approval to issue Tranche 3 Options to the Investor Group    Management    For   

For

 

ACINO HOLDING AG, AESCH BL

Security

   H0026L105    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    17-Dec-2013

ISIN

   CH0021190902    Agenda    704865976 - Management


Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE REQUESTS-ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION O-F SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF-THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT-THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPO-N RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED-ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRA- DE. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE-REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRAT-ION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDI-NG YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE    Non-Voting      

1

   Discharge to the board of directors and the management    Management    For   

For

2.1

   Election of the board of director: Haekan Bjoerklund    Management    For   

For

2.2

   Election of the board of director: Toni Weitzberg    Management    For   

For

2.3

   Election of the board of director: Tom Dean    Management    For   

For

2.4

   Election of the board of director: Jonas Agnblad    Management    For   

For

2.5

   Election of the board of director: Thomas Vetander    Management    For   

For

2.6

   Election of the board of director: Kunal Pandit    Management    For   

For

3

   In the case of ad-hoc/Miscellaneous shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of directors    Management    For   

For

CMMT

   03 DEC 13: PLEASE NOTE THAT A CORPORATE ACTION (PURCHASE OFFER) IS GOING ON FO-R THIS SECURITY. AS PER THE COMPANY S GUIDANCE, CLIENTS WHO HAVE PARTICIPATED-IN THE CORPORATE ACTION OFFER ARE NOT ALLOWED TO REGISTER AND VOTE AT THE AGM- ANYMORE.    Non-Voting      

CMMT

   03 DEC 13: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL CO-MMENT AND CHANGE IN MEETING TYPE FROM AGM TO EGM. 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      

 

UNIT4 N.V., SLIEDRECHT

Security

   N9028G116    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    19-Feb-2014

ISIN

   NL0000389096    Agenda    704909653 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

1

   Opening    Non-Voting      

2

   Explanation of the recommended cash offer by AI    Non-Voting      
   Avocado B.V. (the “Offeror”),-a company         
   ultimately controlled by funds advised and         
   managed by Advent-International Corporation, for         
   all the issued and outstanding ordinary shares-         
   with a nominal value of EUR 0.05 each in the
   capital of UNIT4 N.V. (the-“Company”) (the
   “Offer”)


3

   Conditional amendment of the Articles of Association of the Company as per the Settlement Date (as defined in the offer memorandum relating to the Offer dated 20 December 2013, the “Offer Memorandum”) and Authorisation to execute the deed of amendment of the Articles of Association    Management    For   

For

4.a

   Appointment of Mr Leo Apotheker as non- executive director as per the Settlement Date    Management    For   

For

4.b

   Appointment of Mr Bret Bolin as non-executive director as per the Settlement Date    Management    For   

For

4.c

   Appointment of Mr Fred Wakeman as non- executive director as per the Settlement Date    Management    For   

For

4.d

   Appointment of Mr John Woyton as non- executive director as per the Settlement Date    Management    For   

For

4.e

   Appointment of Mr Bram Grimmelt as non- executive director as per the Settlement Date    Management    For   

For

4.f

   Re-appointment of Mr Frank Rovekamp as non- executive director as per the Settlement Date    Management    For   

For

5.a

   Mr Philip Houben in connection with his conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

5.b

   Mr Rob Ruijter in connection with his conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

5.c

   Ms Nikki Beckett in connection with her conditional resignation as non-executive director of the Board as per the Settlement Date    Management    For   

For

6.a

   Mr Chris Ouwinga in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and non- executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

6.b

   Mr Jose Duarte in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

6.c

   Mr Edwin van Leeuwen in connection with his functioning as member of the Board of Directors of the Company until 1 January 2014 and executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

6.d

   Mr Frank Rovekamp in connection with his functioning as member of the Supervisory Board until 1 January 2014 and non-executive director of the Board from 1 January 2014 until the date of the EGM, effective as per the Settlement Date    Management    For   

For

7

   Any other business    Non-Voting      

8

   Closing    Non-Voting      

 

ZIGGO N.V., UTRECHT

Security

   N9837R105    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    17-Apr-2014

ISIN

   NL0006294290    Agenda    705006888 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

4

   Adoption of the annual accounts 2013    Management      

5.b

   Appropriation of profit    Management      

6

   Discharge members of the management board    Management      

7

   Discharge members of the supervisory board    Management      

9

   Appointment of external auditor: Ernst & Young BV    Management      

10

   Extension of the authority of the management board to repurchase shares    Management      


11.a

   Extension of the authority of the management board to issue shares (including the grant of rights to subscribe for shares)    Management      

11.b

   Extension of the authority of the management board to limit or exclude the pre-emptive rights    Management      

CMMT

   07 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAM-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

ZIGGO N.V., UTRECHT

Security

   N9837R105    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    17-Apr-2014

ISIN

   NL0006294290    Agenda    705006888 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

4

   Adoption of the annual accounts 2013    Management    For   

For

5.b

   Appropriation of profit    Management    For   

For

6

   Discharge members of the management board    Management    For   

For

7

   Discharge members of the supervisory board    Management    For   

For

9

   Appointment of external auditor: Ernst & Young BV    Management    For   

For

10

   Extension of the authority of the management board to repurchase shares    Management    For   

For

11.a

   Extension of the authority of the management board to issue shares (including the grant of rights to subscribe for shares)    Management    For   

For

11.b

   Extension of the authority of the management board to limit or exclude the pre-emptive rights    Management    For   

For

CMMT

   07 MAR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF AUDITOR NAM-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

AZ ELECTRONIC MATERIALS SA, LUXEMBOURG

  

Security

   L0523J103    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Apr-2014

ISIN

   LU0552383324    Agenda    705042074 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   To receive and approve the Directors’ Report for the year ended 31 December 2013    Management      

2

   To receive and approve the Consolidated Financial Statements and Annual Accounts of the Company for the year ended 31 December 2013 and Auditors’ Reports thereon    Management      

3

   To approve the Annual Statement and the Annual Report on Remuneration for the year ended 31 December 2013    Management      

4

   To approve the Directors’ Remuneration Policy    Management      

5

   To approve the results of the Company for the year ended 31 December 2013    Management      

6

   To discharge the Directors for the year ended 31 December 2013    Management      

7

   To re-elect and confirm the term of office of David Price as a Director    Management      

8

   To re-elect and confirm the term of office of Adrian Auer as a Director    Management      

9

   To re-elect and confirm the term of office of John Whybrow as a Director    Management      


10

   To re-elect and confirm the term of office of Geoff Wild as a Director    Management      

11

   To re-elect and confirm the term of office of Andrew Allner as a Director    Management      

12

   To re-elect and confirm the term of office of Gerald Ermentrout as a Director    Management      

13

   To re-elect and confirm the term of office of Mike Powell as a Director    Management      

14

   To re-elect and confirm the term of office of Philana Poon as a Director    Management      

15

   To determine the Directors’ fees for the year ending 31 December 2014    Management      

16

   To confirm the appointment of Deloitte Audit S.a r.l. as the Company’s Auditor until the conclusion of the 2015 Annual General Meeting    Management      

17

   To authorise the Directors to agree the fees of the Auditor    Management      

18

   To authorise the Directors to make market purchases of the Company’s Ordinary shares    Management      

19

   To acknowledge that the Directors have full power to issue shares on a non-pre-emptive basis pursuant to the ABI/NAPF Pre-Emption Guidelines    Management      

 

ENVESTRA LTD, ADELAIDE SA

Security

   Q3536B104    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    13-May-2014

ISIN

   AU000000ENV4    Agenda    705147608 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   APPROVE THE SCHEME OF ARRANGEMENT BETWEEN ENVESTRA LIMITED AND THE PARTICIPATING ENVESTRA SHAREHOLDERS    Management    For   

For

 

MAN SE, MUENCHEN

Security

   D51716104    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    15-May-2014

ISIN

   DE0005937007    Agenda    705054156 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management
   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      
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 24 APR 2014, 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      


   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 30 APR 2014. 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      

1.

   Presentation of the single-entity and consolidated financial statements in add-ition to the combined management report and the report of the Supervisory Boar-d    Non-Voting      

2.

   Appropriation of net retained profits    Management    For   

For

3.1

   Approval of the actions of Executive Board member individually: Mr Pachta-Reyhofen    Management    For   

For

3.2

   Approval of the actions of Executive Board member individually: Mr Berkenhagen    Management    For   

For

3.3

   Approval of the actions of Executive Board member individually: Mr Lutz    Management    For   

For

3.4

   Approval of the actions of Executive Board member individually: Mr Schumm    Management    For   

For

3.5

   Approval of the actions of Executive Board member individually: Mr Umlauft    Management    For   

For

4.1

   Approval of the actions of Supervisory Board member individually: Mr Piech    Management    For   

For

4.2

   Approval of the actions of Supervisory Board member individually: Mr Kerner    Management    For   

For

4.3

   Approval of the actions of Supervisory Board member individually: Mr Schulz    Management    For   

For

4.4

   Approval of the actions of Supervisory Board member individually: Mr Behrendt    Management    For   

For

4.5

   Approval of the actions of Supervisory Board member individually: Mr Berdychowski    Management    For   

For

4.6

   Approval of the actions of Supervisory Board member individually: Mr Dirks    Management    For   

For

4.7

   Approval of the actions of Supervisory Board member individually: Mr Dorn    Management    For   

For

4.8

   Approval of the actions of Supervisory Board member individually: Mr Kreutzer    Management    For   

For

4.9

   Approval of the actions of Supervisory Board member individually: Mr Loos    Management    For   

For

4.10

   Approval of the actions of Supervisory Board member individually: Mrs Lopopolo    Management    For   

For

4.11

   Approval of the actions of Supervisory Board member individually: Mr Ostling    Management    For   

For

4.12

   Approval of the actions of Supervisory Board member individually: Mr Otto    Management    For   

For

4.13

   Approval of the actions of Supervisory Board member individually: Mrs Pohlenz    Management    For   

For

4.14

   Approval of the actions of Supervisory Board member individually: Mr Poetsch    Management    For   

For

4.15

   Approval of the actions of Supervisory Board member individually: Mrs Schnur    Management    For   

For

4.16

   Approval of the actions of Supervisory Board member individually: Mr Schwarz    Management    For   

For

4.17

   Approval of the actions of Supervisory Board member individually: Mr Stadler    Management    For   

For

4.18

   Approval of the actions of Supervisory Board member individually: Mr Winterkorn    Management    For   

For

5.

   Settlement agreement with the D&O insurers    Management    For   

For

6.1

   Individual settlements with former Executive Board member: Mr Samuelsson    Management    For   

For

6.2

   Individual settlements with former Executive Board member: Mr Weinmann    Management    For   

For

6.3

   Individual settlements with former Executive Board member: Mr Hornung    Management    For   

For

7.1

   Amendment of existing domination and profit and loss agreements: MAN IT Services GmbH    Management    For   

For

7.2

   Amendment of existing domination and profit and loss agreements: MAN HR Services GmbH    Management    For   

For

7.3

   Amendment of existing domination and profit and loss agreements: MAN GHH Immobilien GmbH    Management    For   

For

7.4

   Amendment of existing domination and profit and loss agreements: MAN Grundstucksgesellschaft mit beschrankter Haftung    Management    For   

For

8.

   Appointment of auditors for fiscal year 2014 PricewaterhouseCoopers Aktiengesellschaft    Management    For   

For


CARACAL ENERGY INC, TORONTO, ON

Security

   140756107    Meeting Type    MIX

Ticker Symbol

      Meeting Date    15-May-2014

ISIN

   CA1407561077    Agenda    705190798 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’-ONLY FOR RESOLUTIONS “1.1 TO 1.7 AND 2”. THANK YOU.    Non-Voting      

1.1

   ELECTION OF DIRECTOR: CAROL BELL    Management    For   

For

1.2

   ELECTION OF DIRECTOR: JOHN BENTLEY    Management    For   

For

1.3

   ELECTION OF DIRECTOR: PETER DEY    Management    For   

For

1.4

   ELECTION OF DIRECTOR: GARY S. GUIDRY    Management    For   

For

1.5

   ELECTION OF DIRECTOR: ROBERT B. HODGINS    Management    For   

For

1.6

   ELECTION OF DIRECTOR: RONALD ROYAL    Management    For   

For

1.7

   ELECTION OF DIRECTOR: BROOKE WADE    Management    For   

For

2

   TO APPOINT THE AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR    Management    For   

For

3

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION IN THE FORM SET OUT IN THE ACCOMPANYING PROXY STATEMENT AND INFORMATION CIRCULAR (THE “CIRCULAR”) AUTHORIZING ANNUAL AMOUNTS REGARDING THE ALLOTMENT OF EQUITY SECURITIES    Management    For   

For

4

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE A SPECIAL RESOLUTION IN THE FORM SET OUT IN THE CIRCULAR AUTHORIZING THE LIMITS REGARDING THE DISAPPLICATION OF PRE-EMPTION RIGHTS    Management    For   

For

5

   TO CONSIDER AND, IF DEEMED ADVISABLE, APPROVE AN ORDINARY RESOLUTION IN THE FORM SET OUT IN THE CIRCULAR APPROVING THE LONG-TERM INCENTIVE PLAN FOR THE CORPORATION WITH CERTAIN AMENDMENTS THERETO, ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR    Management    For   

For

 

AURORA OIL & GAS LTD, PERTH WA

Security

   Q0698D100    Meeting Type    Scheme Meeting

Ticker Symbol

      Meeting Date    21-May-2014

ISIN

   AU000000AUT1    Agenda    705176647 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   THAT, PURSUANT TO AND IN ACCORDANCE WITH SECTION 411 OF THE CORPORATIONS ACT, THE SCHEME, THE TERMS OF WHICH ARE CONTAINED IN AND MORE PARTICULARLY DESCRIBED IN THE SCHEME BOOKLET (OF WHICH THIS NOTICE OF SCHEME MEETING FORMS PART) IS APPROVED (WITH OR WITHOUT MODIFICATION AS APPROVED BY THE COURT)    Management    For   

For


GROUPE STERIA, VELIZY VILLACOUBLAY

Security

   F9892P100    Meeting Type    MIX

Ticker Symbol

      Meeting Date    22-May-2014

ISIN

   FR0000072910    Agenda    705155782 - Management

 

Item

   Proposal    Type    Vote    For/Against
Management

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      

CMMT

   THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE.    Non-Voting      

CMMT

   05 MAY 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAI-LABLE BY CLICKING ON THE MATERIAL URL LINK:- https://balo.journal- officiel.gouv.fr/pdf/2014/0414/2014041414011-03.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL:-http://www.journal- officiel.gouv.fr//pdf/2014/0505/201405051401558 .pdf. IF YO-U HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE-TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU    Non-Voting      

O.1

   APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31ST, 2013    Management      

O.2

   APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31ST, 2013    Management      

O.3

   ALLOCATION OF INCOME FOR THE FINANCIAL YEAR AND SETTING THE DIVIDEND    Management      

O.4

   SPECIAL REPORT OF THE STATUTORY AUDITORS ON THE REGULATED AGREEMENTS AND COMMITMENTS AND APPROVAL OF THESE AGREEMENTS    Management      

O.5

   RENEWAL OF TERM OF MR. PATRICK BOISSIER AS SUPERVISORY BOARD MEMBER FOR A THREE-YEAR TERM    Management      

O.6

   RENEWAL OF TERM OF MR. PIERRE-HENRI GOURGEON AS SUPERVISORY BOARD MEMBER FOR A THREE-YEAR TERM    Management      

O.7

   AUTHORIZATION TO BE GRANTED TO THE MANAGEMENT BOARD TO ALLOW THE COMPANY TO REPURCHASE ITS OWN SHARES PURSUANT TO ARTICLE L.225-209 OF THE COMMERCIAL CODE; DURATION OF THE AUTHORIZATION, PURPOSE, TERMS AND CONDITIONS, CEILING    Management      

E.8

   DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD FOR A 26-MONTH PERIOD TO INCREASE CAPITAL BY ISSUING SHARES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF MEMBERS OF A COMPANY SAVINGS PLAN PURSUANT TO ARTICLES L.3332-18 ET SEQ. OF THE CODE OF LABOR FOR A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000.00; ISSUE PRICE, OPTION TO ALLOCATE BONUS SHARES IN ACCORDANCE WITH ARTICLE L.3332-21 OF THE CODE OF LABOR    Management      


E.9

   DELEGATION OF AUTHORITY TO THE MANAGEMENT BOARD FOR AN 18-MONTH PERIOD TO INCREASE CAPITAL BY ISSUING SHARES OR SECURITIES GIVING ACCESS TO CAPITAL RESERVED FOR ANY ENTITY OR ANY BANK INSTITUTION IN THE CONTEXT OF THE IMPLEMENTATION OF INTERNATIONAL EMPLOYEE SHARE OWNERSHIP PLANS FOR A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000.00 WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS    Management      

E.10

   AUTHORIZATION TO BE GRANTED TO THE MANAGEMENT BOARD TO ALLOCATE FREE SHARES EXISTING AND/OR TO BE ISSUED TO EMPLOYEES AND/OR CERTAIN CORPORATE OFFICERS OF THE COMPANY OR AFFILIATED COMPANIES WITH WAIVER BY SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION RIGHTS UP TO THE LIMIT OF A MAXIMUM AMOUNT OF 400,000 SHARES; DURATION OF ACQUISITION PERIODS, INCLUDING IN CASE OF NULLITY AND HOLDING    Management      

E.11

   AMENDMENT TO THE BYLAWS TO PROVIDE FOR THE CONDITIONS FOR APPOINTING MEMBERS OF THE BOARD REPRESENTING EMPLOYEES    Management      

E.12

   AMENDMENT TO THE BYLAWS AND COMPLIANCE WITH LEGAL AND REGULATORY PROVISIONS    Management      

E.13

   POWERS TO CARRY OUT ALL LEGAL FORMALITIES    Management      

 

BWG HOMES ASA

Security

   R12767100    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    22-May-2014

ISIN

   NO0010298300    Agenda    705251154 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

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      

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      

CMMT

   SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING.    Non-Voting      

CMMT

   BLOCKING SHOULD ALWAYS BE APPLIED, RECORD DATE OR NOT.    Non-Voting      

3

   APPROVE THE NOTICE AND THE AGENDA OF THE MEETING    Management      


5

   ADOPT THE BOARD’S GUIDELINES FOR REMUNERATION OF MANAGEMENT    Management      

6

   APPROVE THE 2013 ANNUAL REPORT AND ANNUAL FINANCIAL STATEMENTS    Management      

7

   THE BOARD’S CORPORATE GOVERNANCE REPORT    Management      

8.1

   BOARD MANDATE TO INCREASE SHARE CAPITAL AGAINST CASH DEPOSITS    Management      

8.2

   BOARD MANDATE TO INCREASE SHARE CAPITAL AGAINST OTHER DEPOSITS THAN CASH    Management      

8.3

   BOARD MANDATE TO INCREASE SHARE CAPITAL BY RESOLUTION ON MERGERS    Management      

9

   AMENDMENT TO THE ARTICLES OF ASSOCIATION CONCERNING SIGNATORY RIGHTS    Management      

10

   ELECTION OF NEW MEMBER AND VICE CHAIRMAN OF THE BOARD :ARNE BAUMANN    Management      

11

   APPROVE THE BOARD’S FEES FOR THE PERIOD FROM AGM 2014 TO AGM 2015    Management      

12.1

   RE-ELECTION OF MIMI K. BERDAL AS MEMBER TO THE NOMINATION COMMITTEE    Management      

12.2

   RE-ELECTION OF CARL HENRIK ERIKSEN AS MEMBER TO THE NOMINATION COMMITTEE    Management      

12.3

   ELECTION OF HANS THRANE NIELSEN AS MEMBER TO THE NOMINATION COMMITTEE    Management      

13

   APPROVE THE NOMINATION COMMITTEE’S FEES    Management      

14

   APPROVE THE AUDITOR’S FEES    Management      

 

TELEKOM AUSTRIA AG, WIEN

Security

   A8502A102    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    28-May-2014

ISIN

   AT0000720008    Agenda    705235275 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   PRESENTATION OF ANNUAL REPORTS    Non-Voting      

2

   ALLOCATION OF NET PROFITS    Management    For   

For

3

   DISCHARGE OF BOD    Management    For   

For

4

   DISCHARGE OF SUPERVISORY BOARD    Management    For   

For

5

   REMUNERATION FOR SUPERVISORY BOARD    Management    For   

For

6

   ELECTION OF EXTERNAL AUDITOR    Management    For   

For

7

   REPORT OF BOD ON OWN SHS    Non-Voting      

8

   AMENDMENT OF ARTICLES: PAR 11 (1,6)    Management    For   

For

CMMT

   06 MAY 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN RECORD DATE-TO 16 MAY 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.    Non-Voting      

 

YANCOAL AUSTRALIA LTD, SYDNEY NSW

Security

   Q9869P115    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-May-2014

ISIN

   AU000000YAL0    Agenda    705215297 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 3 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,    Non-Voting      


   IF YOU HAVE OBTAINED BENEFIT OR- EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) 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 THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED-BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT- PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION.         

2.A

   RE-ELECT XIYONG LI AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.B

   RE-ELECT BAOCAI ZHANG AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.C

   RE-ELECT BOYUN XU AS A DIRECTOR OF THE COMPANY    Management    For   

For

2.D

   RE-ELECT HUAQIAO ZHANG AS A DIRECTOR OF THE COMPANY    Management    For   

For

3

   ADOPTION OF REMUNERATION REPORT    Management    For   

For

4

   PROPOSED AMENDMENT TO CONSTITUTION -
CLAUSES 1.1(A), 9, 9.2(A)
   Management    For   

For

 

CARACAL ENERGY INC, TORONTO, ON

Security

   140756107    Meeting Type    Special General Meeting

Ticker Symbol

      Meeting Date    06-Jun-2014

ISIN

   CA1407561077    Agenda    705288543 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER’S RIGHTS, PLEASE REFER TO-THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS    Non-Voting      

1

   TO CONSIDER, PURSUANT TO AN INTERIM ORDER OF THE COURT OF QUEEN’S BENCH OF ALBERTA DATED MAY 8, 2014, AND, IF DEEMED ADVISABLE, TO PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE “ARRANGEMENT RESOLUTION”), THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX A TO THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT DATED MAY 9, 2014 (THE “CIRCULAR”), TO APPROVE A STATUTORY PLAN OF ARRANGEMENT (THE “ARRANGEMENT”) UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT (“CBCA”), ALL AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR    Management    For   

For

 

DEUTSCHE WOHNEN AG, FRANKFURT/MAIN

Security

   D2046U218    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    11-Jun-2014

ISIN

   DE000A1X3R56    Agenda    705244503 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

   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    Non-Voting      


   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.         
   PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 21 MAY 2014, 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      
   COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27 MAY 2014. 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      

1.

   PRESENTATION OF THE APPROVED ANNUAL FINANCIAL STATEMENTS AND THE SUPERVISORY
B-OARD-APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013, THE
M- ANAGEMENT REPORTS FOR THE COMPANY AND THE GROUP, INCLUDING THE SUPERVISORY BOA-RD REPORT FOR THE 2013 FINANCIAL YEAR, AS WELL AS THE EXPLANATORY MANAGEMENT B-OARD REPORT ON THE DISCLOSURE PURSUANT TO SECTIONS 289 PARAGRAPHS 4 AND 5, AND-SECTION 315 PARAGRAPH 4 OF THE GERMAN COMMERCIAL CODE (HGB) AS OF DECEMBER 31-, 2013
   Non-Voting      

2.

   PASSING OF A RESOLUTION CONCERNING THE APPROPRIATION OF THE NET PROFIT AVAILABLE FOR DISTRIBUTION FOR THE 2013 FINANCIAL YEAR BY DEUTSCHE WOHNEN AG    Management    For   

For

3.

   PASSING OF A RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE MANAGEMENT BOARD FOR THE 2013 FINANCIAL YEAR 2013    Management    For   

For

4.

   PASSING OF A RESOLUTION ON THE APPROVAL OF THE ACTIONS OF THE SUPERVISORY BOARD FOR THE 2013 FINANCIAL YEAR    Management    For   

For

5.

   ELECTION OF THE AUDITOR OF THE ANNUAL FINANCIAL STATEMENTS AND OF THE AUDITOR OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS WELL AS OF THE AUDITOR FOR ANY AUDITED REVIEW OF THE HALF-YEAR FINANCIAL REPORT FOR THE 2014 FINANCIAL YEAR    Management    For   

For

6.

   ELECTION OF MEMBER OF THE SUPERVISORY BOARD: MR. CLAUS WISSER    Management    For   

For

7.

   PASSING OF A RESOLUTION CONCERNING THE APPROVAL OF THE COMPENSATION SYSTEM APPLYING TO THE MEMBERS OF THE MANAGEMENT BOARD    Management    For   

For

8.

   PASSING OF A RESOLUTION CONCERNING THE CREATION OF AUTHORIZED CAPITAL 2014 WITH THE POSSIBILITY OF EXCLUDING    Management    For   

For


   SUBSCRIPTION RIGHTS AND CANCELLING THE EXISTING AUTHORIZED CAPITAL AND CORRESPONDING CHANGE TO THE ARTICLES OF ASSOCIATION         

9.

   PASSING OF A RESOLUTION CONCERNING THE GRANTING OF A NEW AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT- LINKED BONDS AND/OR CONVERTIBLE OR WARRANT-LINKED PARTICIPATION RIGHTS (OR A COMBINATION OF THESE INSTRUMENTS) WITH THE OPTION OF EXCLUDING SUBSCRIPTION RIGHTS, CREATION OF CONDITIONAL CAPITAL 2014/I, PARTIAL CANCELLATION OF THE EXISTING AUTHORIZATION TO IS-SUE CONVERTIBLE AND WARRANT-LINKED BONDS, PARTIAL CANCELLATION OF CONDITIONAL CAPITAL 2013 (SECTION 4B OF THE ARTICLES OF ASSOCIATION) AND CORRESPONDING CHANGES TO THE ARTICLES OF ASSOCIATION    Management    For   

For

10.

   PASSING OF A RESOLUTION CONCERNING THE APPROVAL TO ENTER INTO A DOMINATION AGREEMENT BE-TWEEN DEUTSCHE WOHNEN AG AND GSW IMMOBILIEN AG; PASSING A RESOLUTION CONCERNING THE CREATION OF CONDITIONAL CAPITAL 2014/II AND THE INSERTION OF A NEW SECTION 4C IN THE ARTICLES OF ASSOCIATION    Management    For   

For

11.

   APPROVAL TO ENTER INTO A PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN MANAGEMENT GMBH    Management    For   

For

12.

   APPROVAL TO ENTER INTO A PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN IMMOBILIEN MANAGEMENT GMBH    Management    For   

For

13.

   APPROVAL TO ENTER INTO A PROFIT AND LOSS TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN CONSTRUCTION AND FACILITIES GMBH    Management    For   

For

14.

   PASSING OF A RESOLUTION CONCERNING THE AUTHORIZATION TO ACQUIRE AND USE OWN SHARES, INCLUDING AUTHORIZATION TO RETIRE TREASURY SHARES ACQUIRED AND REDUCE CAPITAL    Management    For   

For

15.

   PASSING OF A RESOLUTION CONCERNING THE CONVERSION OF ALL OUTSTANDING REGISTERED SHARES TO BEARER SHARES AND CORRESPONDING AMENDMENTS TO SECTION 4 PARAGRAPH 2 AND PARAGRAPH 3 SENTENCE 1 AND SECTION 9 OF THE ARTICLES OF ASSOCIATION    Management    For   

For

16.

   PASSING OF A RESOLUTION CONCERNING THE AUTHORIZATION TO ISSUE STOCK OPTIONS TO MEMBERS OF THE MANAGEMENT BOARD OF DEUTSCHE WOHNEN AG AND TO SELECTED EXECUTIVES OF DEUTSCHE WOHNEN AG AND AFFILIATED COMPANIES, THE CREATION OF CONDITIONAL CAPITAL 2014/III TO SERVICE STOCK OPTIONS AND THE INSERTION OF A NEW SECTION 4D TO THE ARTICLES OF ASSOCIATION    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

  

Security

   G4509M102    Meeting Type    ExtraOrdinary General Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334732 - Management


Item

   Proposal    Type    Vote   

For/Against

Management

1.i

   TO AUTHORISE THE HERITAGE DIRECTORS (EXCLUDING ANTHONY BUCKINGHAM) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT    Management    For   

For

1.ii

   TO APPROVE CERTAIN AMENDMENTS TO HERITAGE’S ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE TERMS OF THE SCHEME    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

  

Security

   G4509M102    Meeting Type    Court Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334744 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

CMMT

   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING    Non-Voting      

1

   TO APPROVE THE SCHEME    Management    For   

For

 

HERITAGE OIL PLC, ST HELIER

  

Security

   G4509M102    Meeting Type    Ordinary General Meeting

Ticker Symbol

      Meeting Date    23-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705334768 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   TO APPROVE THE BUCKINGHAM    Management    For   

For

   ARRANGEMENTS         

 

HERITAGE OIL PLC, ST HELIER

  

Security

   G4509M102    Meeting Type    Annual General Meeting

Ticker Symbol

      Meeting Date    30-Jun-2014

ISIN

   JE00B2Q4TN56    Agenda    705342804 - Management

 

Item

   Proposal    Type    Vote   

For/Against

Management

1

   TO RECEIVE THE DIRECTORS’ REPORT AND THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013, TOGETHER WITH THE REPORT OF THE AUDITORS    Management    For   

For

2

   TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY SET OUT ON PAGES 24 TO 29 INCLUSIVE OF THE CORPORATE GOVERNANCE REPORT) CONTAINED IN THE FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013    Management    For   

For

3

   TO APPROVE THE DIRECTORS’ REMUNERATION POLICY SET OUT ON PAGES 24 TO 29 INCLUSIVE OF THE CORPORATE GOVERNANCE REPORT, CONTAINED IN THE FINANCIAL STATEMENTS AND REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013, WHICH TAKES EFFECT IMMEDIATELY AFTER THE END OF THE ANNUAL GENERAL MEETING ON 30 JUNE 2014    Management    For   

For

4

   TO APPOINT KPMG LLP AS AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

5

   TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS    Management    For   

For


6

   TO RE-ELECT MICHAEL HIBBERD AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

7

   TO RE-ELECT ANTHONY BUCKINGHAM AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

8

   TO RE-ELECT PAUL ATHERTON AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

9

   TO RE-ELECT JOHN MCLEOD AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

10

   TO RE-ELECT GREGORY TURNBULL, QC AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

11

   TO RE-ELECT CARMEN RODRIGUEZ AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

12

   TO RE-ELECT MARK ERWIN AS A DIRECTOR OF THE COMPANY FOR A TERM FROM THE CONCLUSION OF THIS AGM TO THE CONCLUSION OF THE NEXT AGM    Management    For   

For

13

   THAT THE AUTHORITY CONFERRED ON THE DIRECTORS BY ARTICLE 10.4 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY SHALL BE RENEWED AND FOR THIS PURPOSE THE AUTHORISED ALLOTMENT NUMBER SHALL BE 85,000,000 ORDINARY SHARES OF NO PAR VALUE AND THE ALLOTMENT PERIOD SHALL BE THE PERIOD COMMENCING ON 30 JUNE 2014 AND ENDING ON THE CONCLUSION OF THE NEXT AGM OR, IF EARLIER, 30 SEPTEMBER 2015, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, AND THE DIRECTORS MAY, DURING SUCH ALLOTMENT PERIOD, MAKE OFFERS OR ARRANGEMENTS WHICH WOULD OR MIGHT REQUIRE SECURITIES TO BE ALLOTTED OR SOLD AFTER THE EXPIRY OF SUCH ALLOTMENT PERIOD    Management    For   

For

14

   THAT, SUBJECT TO THE PASSING OF RESOLUTION 12, FOR THE PURPOSE OF ARTICLE 10.8(D) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE NON PRE-EMPTIVE NUMBER FOR THE ALLOTMENT PERIOD REFERRED TO IN RESOLUTION 12 SHALL BE 27,500,000 ORDINARY SHARES OF NO PAR VALUE    Management    For   

For

THE ARBITRAGE CREDIT OPPORTUNITIES FUND

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.


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.

 

The Arbitrage Funds
By:  

/s/ Jennifer Avicolli

  Jennifer Avicolli
  Chief Compliance Officer and Secretary
Date:   August 18, 2014