form070.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM N-PX

annual report of proxy voting record of
registered management investment company

Investment Company Act file number:	811- 7512

Dreyfus Premier Worldwide Growth Fund, Inc.

(Exact name of registrant as specified in charter)

c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166

(Address of principal executive offices) (Zip code)

John Pak, Esq. 200 Park Avenue New York, New York 10166
(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 922-6000

Date of fiscal year end: 10/31

Date of reporting period: July 1, 2012-June 30, 2013

Dreyfus Premier Worldwide Growth Fund, Inc.

======================== Dreyfus Worldwide Growth Fund =========================

ABBOTT LABORATORIES

Ticker: ABT Security ID: 002824100

Meeting Date: APR 26, 2013 Meeting Type: Annual

Record Date: FEB 27, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Robert J. Alpern For For Management

1.2 Elect Director Roxanne S. Austin For For Management

1.3 Elect Director Sally E. Blount For For Management

1.4 Elect Director W. James Farrell For For Management

1.5 Elect Director Edward M. Liddy For For Management

1.6 Elect Director Nancy McKinstry For For Management

1.7 Elect Director Phebe N. Novakovic For For Management

1.8 Elect Director William A. Osborn For For Management

1.9 Elect Director Samuel C. Scott, III For For Management

1.10 Elect Director Glenn F. Tilton For For Management

1.11 Elect Director Miles D. White For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Label and Eliminate GMO Ingredients in Against Against Shareholder

Products

5 Report on Lobbying Payments and Policy Against Against Shareholder

6 Require Independent Board Chairman Against Against Shareholder

7 Stock Retention/Holding Period Against Against Shareholder

8 Cease Compliance Adjustments to Against For Shareholder

Performance Criteria

9 Pro-rata Vesting of Equity Awards Against For Shareholder

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ABBVIE INC.

Ticker: ABBV Security ID: 00287Y109

Meeting Date: MAY 06, 2013 Meeting Type: Annual

Record Date: MAR 08, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William H.L. Burnside For For Management

1.2 Elect Director Edward J. Rapp For For Management

1.3 Elect Director Roy S. Roberts For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Advisory Vote on Say on Pay Frequency One Year One Year Management

5 Approve Omnibus Stock Plan For For Management

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ALTRIA GROUP, INC.

Ticker: MO Security ID: 02209S103

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gerald L. Baliles For For Management

1.2 Elect Director Martin J. Barrington For For Management

1.3 Elect Director John T. Casteen, III For For Management

1.4 Elect Director Dinyar S. Devitre For For Management

1.5 Elect Director Thomas F. Farrell, II For For Management

1.6 Elect Director Thomas W. Jones For For Management

1.7 Elect Director Debra J. Kelly-Ennis For For Management

1.8 Elect Director W. Leo Kiely, III For For Management

1.9 Elect Director Kathryn B. McQuade For For Management

1.10 Elect Director George Munoz For For Management

1.11 Elect Director Nabil Y. Sakkab For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

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ANF IMMOBILIER

Ticker: ANF Security ID: F04431114

Meeting Date: NOV 21, 2012 Meeting Type: Annual/Special

Record Date: NOV 15, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Transfer from Distributable For For Management

Reserves to Shareholders for an Amount

of EUR 3.06

2 Authorize Authorize Directed Share For For Management

Repurchase Program in Order to Reduce

Capital/Approve Tender Offer

3 Authorize Filing of Required For For Management

Documents/Other Formalities

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ANF IMMOBILIER

Ticker: ANF Security ID: F04431114

Meeting Date: MAY 06, 2013 Meeting Type: Annual/Special

Record Date: APR 29, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Approve Allocation of Income and For For Management

Dividends of EUR 4.58 per Share

3 Approve Consolidated Financial For For Management

Statements and Statutory Reports

4 Approve Auditors' Special Report on For Against Management

Related-Party Transactions

5 Reelect Alain Lemaire as Supervisory For For Management

Board Member

6 Reelect Fabrice de Gaudemar as For For Management

Supervisory Board Member

7 Reelect Isabelle Xoual as Supervisory For For Management

Board Member

8 Elect Sebastien Didier as Supervisory For For Management

Board Member

9 Approve Severance Payment Agreement For Against Management

with Bruno Keller

10 Approve Severance Payment Agreement For Against Management

with Xavier de Lacoste Lareymondie

11 Appoint Anik Chaumartin as Alternate For For Management

Auditor

12 Authorize Repurchase of Up to 10 For Against Management

Percent of Issued Share Capital

13 Amend Article 8 of Bylaws Re: For Against Management

Shareholding Disclosure Thresholds

14 Authorize Decrease in Share Capital For For Management

via Cancellation of Repurchased Shares

15 Authorize Filing of Required For For Management

Documents/Other Formalities

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APPLE INC.

Ticker: AAPL Security ID: 037833100

Meeting Date: FEB 27, 2013 Meeting Type: Annual

Record Date: JAN 02, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director William Campbell For For Management

1.2 Elect Director Timothy Cook For For Management

1.3 Elect Director Millard Drexler For For Management

1.4 Elect Director Al Gore For For Management

1.5 Elect Director Robert Iger For For Management

1.6 Elect Director Andrea Jung For For Management

1.7 Elect Director Arthur Levinson For For Management

1.8 Elect Director Ronald Sugar For For Management

2 Amend Articles of Incorporation For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Stock Retention/Holding Period Against Against Shareholder

6 Establish Board Committee on Human Against Against Shareholder

Rights

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ARCOS DORADOS HOLDINGS INC

Ticker: ARCO Security ID: G0457F107

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: MAR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For Against Management

Statutory Reports (Voting)

2 Ratify Ernst & Young as Auditors and For Against Management

Authorize Board to Fix Their

Remuneration

3.1 Elect Annette Franqui as a Director For Withhold Management

3.2 Elect Carlos Hernandez-Artigas as a For Withhold Management

Director

3.3 Elect Alejandro Ramirez Magana as a For For Management

Director

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BLACKROCK, INC.

Ticker: BLK Security ID: 09247X101

Meeting Date: MAY 30, 2013 Meeting Type: Annual

Record Date: APR 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Abdlatif Yousef Al-Hamad For For Management

1b Elect Director Mathis Cabiallavetta For For Management

1c Elect Director Dennis D. Dammerman For Against Management

1d Elect Director Jessica P. Einhorn For For Management

1e Elect Director Fabrizio Freda For For Management

1f Elect Director David H. Komansky For Against Management

1g Elect Director James E. Rohr For For Management

1h Elect Director Susan L. Wagner For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

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BRITISH AMERICAN TOBACCO PLC

Ticker: BATS Security ID: 110448107

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Remuneration Report For For Management

3 Approve Final Dividend For For Management

4 Reappoint PricewaterhouseCoopers LLP For For Management

as Auditors

5 Authorise Board to Fix Remuneration of For For Management

Auditors

6 Re-elect Richard Burrows as Director For For Management

7 Re-elect John Daly as Director For For Management

8 Re-elect Karen de Segundo as Director For For Management

9 Re-elect Nicandro Durante as Director For For Management

10 Re-elect Ann Godbehere as Director For For Management

11 Re-elect Christine Morin-Postel as For For Management

Director

12 Re-elect Gerry Murphy as Director For For Management

13 Re-elect Kieran Poynter as Director For For Management

14 Re-elect Anthony Ruys as Director For For Management

15 Re-elect Ben Stevens as Director For For Management

16 Elect Richard Tubb as Director For For Management

17 Authorise Issue of Equity with For For Management

Pre-emptive Rights

18 Authorise Issue of Equity without For For Management

Pre-emptive Rights

19 Authorise Market Purchase of Ordinary For For Management

20 Authorise EU Political Donations and For For Management

Expenditure

21 Authorise the Company to Call EGM with For For Management

Two Weeks' Notice

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CANADIAN NATURAL RESOURCES LIMITED

Ticker: CNQ Security ID: 136385101

Meeting Date: MAY 02, 2013 Meeting Type: Annual/Special

Record Date: MAR 13, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Elect C.M. Best, N. M. Edwards, T.W. For For Management

Faithfull, G. A. Filmon, C. L. Fong, G.

D. Giffin, W.A. Gobert, S.W. Laut, K.A.

J. MacPhail, F.J. McKenna, E.R. Smith

and D.A. Tuer as Directors

1.1 Elect Director Catherine M. Best For For Management

1.2 Elect Director N. Murray Edwards For For Management

1.3 Elect Director Timothy W. Faithfull For For Management

1.4 Elect Director Gary A. Filmon For For Management

1.5 Elect Director Christopher L. Fong For For Management

1.6 Elect Director Gordon D. Giffin For For Management

1.7 Elect Director Wilfred A. Gobert For For Management

1.8 Elect Director Steve W. Laut For For Management

1.9 Elect Director Keith A. J. MacPhail For For Management

1.10 Elect Director Frank J. McKenna For For Management

1.11 Elect Director Eldon R. Smith For For Management

1.12 Elect Director David A. Tuer For For Management

2 Approve PricewaterhouseCoopers LLP as For For Management

Auditors and Authorize Board to Fix

Their Remuneration

3 Re-approve Stock Option Plan For For Management

4 Advisory Vote on Executive For Against Management

Compensation Approach

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CANADIAN PACIFIC RAILWAY LIMITED

Ticker: CP Security ID: 13645T100

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Ratify Deloitte LLP as Auditors For For Management

2 Advisory Vote on Executive For Against Management

Compensation Approach

3.1 Elect Director William A. Ackman For For Management

3.2 Elect Director Gary F. Colter For For Management

3.3 Elect Director Isabelle Courville For For Management

3.4 Elect Director Paul G. Haggis For For Management

3.5 Elect Director E. Hunter Harrison For For Management

3.6 Elect Director Paul C. Hilal For For Management

3.7 Elect Director Krystyna T. Hoeg For For Management

3.8 Elect Director Richard C. Kelly For For Management

3.9 Elect Director Rebecca MacDonald For For Management

3.10 Elect Director Anthony R. Melman For For Management

3.11 Elect Director Linda J. Morgan For For Management

3.12 Elect Director Andrew F. Reardon For For Management

3.13 Elect Director Stephen C. Tobias For For Management

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CHEVRON CORPORATION

Ticker: CVX Security ID: 166764100

Meeting Date: MAY 29, 2013 Meeting Type: Annual

Record Date: APR 03, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Linnet F. Deily For For Management

1b Elect Director Robert E. Denham For For Management

1c Elect Director Alice P. Gast For For Management

1d Elect Director Enrique Hernandez, Jr. For For Management

1e Elect Director George L. Kirkland For For Management

1f Elect Director Charles W. Moorman, IV For For Management

1g Elect Director Kevin W. Sharer For For Management

1h Elect Director John G. Stumpf For For Management

1i Elect Director Ronald D. Sugar For For Management

1j Elect Director Carl Ware For For Management

1k Elect Director John S. Watson For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Report on Management of Hydraulic Against Against Shareholder

Fracturing Risks and Opportunities

6 Report on Offshore Oil Wells and Spill Against Against Shareholder

Mitigation Measures

7 Report on Financial Risks of Climate Against Against Shareholder

Change

8 Report on Lobbying Payments and Policy Against Against Shareholder

9 Prohibit Political Contributions Against Against Shareholder

10 Provide for Cumulative Voting Against Against Shareholder

11 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder

Special Meetings

12 Require Director Nominee with Against Against Shareholder

Environmental Expertise

13 Adopt Guidelines for Country Selection Against Against Shareholder

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CHRISTIAN DIOR

Ticker: CDI Security ID: F26334106

Meeting Date: OCT 26, 2012 Meeting Type: Annual/Special

Record Date: OCT 22, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Approve Consolidated Financial For For Management

Statements and Statutory Reports

3 Approve Auditors' Special Report on For Against Management

Related-Party Transactions

4 Approve Allocation of Income and For For Management

Dividends of EUR 1.10 per Share

5 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

6 Authorize Capitalization of Reserves For For Management

of Up to EUR 80 Million for Bonus

Issue or Increase in Par Value

7 Approve Reduction in Share Capital via For For Management

Cancellation of Repurchased Shares

8 Authorize Issuance of Equity or For For Management

Equity-Linked Securities with

Preemptive Rights up to Aggregate

Nominal Amount of EUR 80 Million

9 Authorize Issuance of Equity or For Against Management

Equity-Linked Securities without

Preemptive Rights up to Aggregate

Nominal Amount of EUR 80 Million

10 Approve Issuance of Shares up to 20 For Against Management

Percent of Issued Capital Per Year, up

to EUR 80 Million Reserved for Private

Placement

11 Authorize Board to Set Issue Price for For Against Management

10 Percent Per Year of Issued Capital

Pursuant to Issue Authority without

Preemptive Rights

12 Authorize Board to Increase Capital in For Against Management

the Event of Additional Demand Related

to Delegation Submitted to Shareholder

Vote Under Items 8 to 10

13 Authorize Capital Increase of Up to For Against Management

EUR 80 Million for Future Exchange

Offers

14 Authorize Capital Increase of up to 10 For Against Management

Percent of Issued Capital for Future

Acquisitions

15 Approve Employee Stock Purchase Plan For For Management

16 Set Total Limit for Capital Increase For For Management

to Result from All Issuance Requests

at EUR 80 Million

17 Authorize up to 1 Percent of Issued For Against Management

Capital for Use in Restricted Stock

Plan

18 Amend Article 15 of Bylaws Re: Age For For Management

Limit for CEO and Vice CEOs; Change

Fiscal Year Start to July 1, and

Fiscal Year End to June 30, and Amend

Article 24 of Bylaws Accordingly

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COMCAST CORPORATION

Ticker: CMCSA Security ID: 20030N101

Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date: MAR 06, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Kenneth J. Bacon For For Management

1.2 Elect Director Sheldon M. Bonovitz For For Management

1.3 Elect Director Joseph J. Collins For For Management

1.4 Elect Director J. Michael Cook For For Management

1.5 Elect Director Gerald L. Hassell For For Management

1.6 Elect Director Jeffrey A. Honickman For For Management

1.7 Elect Director Eduardo G. Mestre For For Management

1.8 Elect Director Brian L. Roberts For For Management

1.9 Elect Director Ralph J. Roberts For For Management

1.10 Elect Director Johnathan A. Rodgers For For Management

1.11 Elect Director Judith Rodin For For Management

2 Ratify Auditors For For Management

3 Pro-rata Vesting of Equity Awards Against For Shareholder

4 Approve Recapitalization Plan for all Against For Shareholder

Stock to Have One-vote per Share

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CONOCOPHILLIPS

Ticker: COP Security ID: 20825C104

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Richard L. Armitage For For Management

1b Elect Director Richard H. Auchinleck For For Management

1c Elect Director James E. Copeland, Jr. For For Management

1d Elect Director Jody L. Freeman For For Management

1e Elect Director Gay Huey Evans For For Management

1f Elect Director Ryan M. Lance For For Management

1g Elect Director Mohd H. Marican For For Management

1h Elect Director Robert A. Niblock For For Management

1i Elect Director Harald J. Norvik For For Management

1j Elect Director William E. Wade, Jr. For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Adopt Quantitative GHG Goals for Against Against Shareholder

Products and Operations

6 Amend EEO Policy to Prohibit Against Against Shareholder

Discrimination based on Gender Identity

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DIAGEO PLC

Ticker: DGEL Security ID: 25243Q205

Meeting Date: OCT 17, 2012 Meeting Type: Annual

Record Date: SEP 04, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Remuneration Report For For Management

3 Approve Final Dividend For For Management

4 Re-elect Peggy Bruzelius as Director For For Management

5 Re-elect Laurence Danon as Director For For Management

6 Re-elect Lord Davies of Abersoch as For For Management

Director

7 Re-elect Betsy Holden as Director For For Management

8 Re-elect Dr Franz Humer as Director For For Management

9 Re-elect Deirdre Mahlan as Director For For Management

10 Re-elect Philip Scott as Director For For Management

11 Re-elect Todd Stitzer as Director For For Management

12 Re-elect Paul Walsh as Director For For Management

13 Elect Ho KwonPing as Director For For Management

14 Elect Ivan Menezes as Director For For Management

15 Reappoint KPMG Audit plc as Auditors For For Management

16 Authorise Board to Fix Remuneration of For For Management

Auditors

17 Authorise Issue of Equity with For For Management

Pre-emptive Rights

18 Authorise Issue of Equity without For For Management

Pre-emptive Rights

19 Authorise Market Purchase of Ordinary For For Management

20 Authorise EU Political Donations and For For Management

Expenditure

21 Authorise the Company to Call EGM with For For Management

Two Weeks' Notice

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DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS

Ticker: Security ID: 26200T208

Meeting Date: AUG 03, 2012 Meeting Type: Special

Record Date: JUN 05, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Gordon J. Davis For For Management

1.2 Elect Director Nathan Leventhal For For Management

1.3 Elect Director Benaree Pratt Wiley For For Management

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EURAZEO

Ticker: RF Security ID: F3296A108

Meeting Date: MAY 07, 2013 Meeting Type: Annual/Special

Record Date: APR 30, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Approve Allocation of Income and For For Management

Dividends of EUR 1.20 per Share

3 Approve Consolidated Financial For For Management

Statements and Statutory Reports

4 Approve Auditors' Special Report on For Against Management

Related-Party Transactions

5 Reelect Jean Laurent as Supervisory For For Management

Board Member

6 Reelect Kristen van Riel as For For Management

Supervisory Board Member

7 Reelect Jacques Veyrat as Supervisory For For Management

Board Member

8 Elect Stephane Pallez as Supervisory For For Management

Board Member

9 Authorize Repurchase of Up to 10 For Against Management

Percent of Issued Share Capital

10 Amend Article 8 of Bylaws Re: For Against Management

Shareholding Disclosure Thresholds

11 Authorize Decrease in Share Capital For For Management

via Cancellation of Repurchased Shares

12 Authorize up to 3 Percent of Issued For Against Management

Capital for Use in Stock Option Plan

13 Approve Employee Stock Purchase Plan For For Management

14 Authorize Board to Issue Free Warrants For Against Management

with Preemptive Rights During a Public

Tender Offer

15 Authorize Filing of Required For For Management

Documents/Other Formalities

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EXXON MOBIL CORPORATION

Ticker: XOM Security ID: 30231G102

Meeting Date: MAY 29, 2013 Meeting Type: Annual

Record Date: APR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director M.J. Boskin For For Management

1.2 Elect Director P. Brabeck-Letmathe For For Management

1.3 Elect Director U.M. Burns For For Management

1.4 Elect Director L.R. Faulkner For For Management

1.5 Elect Director J.S. Fishman For Withhold Management

1.6 Elect Director H.H. Fore For For Management

1.7 Elect Director K.C. Frazier For For Management

1.8 Elect Director W.W. George For Withhold Management

1.9 Elect Director S.J. Palmisano For Withhold Management

1.10 Elect Director S.S. Reinemund For For Management

1.11 Elect Director R.W. Tillerson For For Management

1.12 Elect Director W.C. Weldon For For Management

1.13 Elect Director E.E. Whitacre, Jr. For Withhold Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Require Independent Board Chairman Against For Shareholder

5 Require a Majority Vote for the Against For Shareholder

Election of Directors

6 Limit Directors to a Maximum of Three Against Against Shareholder

Board Memberships in Companies with

Sales over $500 Million Annually

7 Report on Lobbying Payments and Policy Against Against Shareholder

8 Study Feasibility of Prohibiting Against Against Shareholder

Political Contributions

9 Adopt Sexual Orientation Anti-bias Against Against Shareholder

Policy

10 Report on Management of Hydraulic Against Against Shareholder

Fracturing Risks and Opportunities

11 Adopt Quantitative GHG Goals for Against Against Shareholder

Products and Operations

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IMPERIAL OIL LIMITED

Ticker: IMO Security ID: 453038408

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: MAR 04, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Ratify PricewaterhouseCoopers LLP as For For Management

Auditors

2.1 Elect Director K.T. (Krystyna) Hoeg For For Management

2.2 Elect Director R.M. (Richard) Kruger For For Management

2.3 Elect Director J.M. (Jack) Mintz For For Management

2.4 Elect Director D.S. (David) Sutherland For For Management

2.5 Elect Director S.D. (Sheelagh) For For Management

Whittaker

2.6 Elect Director D.W. (Darren) Woods For For Management

2.7 Elect Director V.L. (Victor) Young For For Management

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INTEL CORPORATION

Ticker: INTC Security ID: 458140100

Meeting Date: MAY 16, 2013 Meeting Type: Annual

Record Date: MAR 18, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Charlene Barshefsky For For Management

1b Elect Director Andy D. Bryant For For Management

1c Elect Director Susan L. Decker For For Management

1d Elect Director John J. Donahoe For Against Management

1e Elect Director Reed E. Hundt For For Management

1f Elect Director James D. Plummer For For Management

1g Elect Director David S. Pottruck For Against Management

1h Elect Director Frank D. Yeary For For Management

1i Elect Director David B. Yoffie For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Amend Omnibus Stock Plan For For Management

5 Stock Retention/Holding Period Against Against Shareholder

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INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker: IBM Security ID: 459200101

Meeting Date: APR 30, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Alain J.P. Belda For Against Management

1.2 Elect Director William R. Brody For For Management

1.3 Elect Director Kenneth I. Chenault For For Management

1.4 Elect Director Michael L. Eskew For For Management

1.5 Elect Director David N. Farr For For Management

1.6 Elect Director Shirley Ann Jackson For For Management

1.7 Elect Director Andrew N. Liveris For Against Management

1.8 Elect Director W. James McNerney, Jr. For For Management

1.9 Elect Director James W. Owens For For Management

1.10 Elect Director Virginia M. Rometty For For Management

1.11 Elect Director Joan E. Spero For For Management

1.12 Elect Director Sidney Taurel For For Management

1.13 Elect Director Lorenzo H. Zambrano For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder

5 Provide Right to Act by Written Consent Against For Shareholder

6 Require Independent Board Chairman Against For Shareholder

7 Stock Retention/Holding Period Against For Shareholder

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JOHNSON & JOHNSON

Ticker: JNJ Security ID: 478160104

Meeting Date: APR 25, 2013 Meeting Type: Annual

Record Date: FEB 26, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Mary Sue Coleman For For Management

1.2 Elect Director James G. Cullen For For Management

1.3 Elect Director Ian E.L. Davis For For Management

1.4 Elect Director Alex Gorsky For For Management

1.5 Elect Director Michael M.E. Johns For Against Management

1.6 Elect Director Susan L. Lindquist For For Management

1.7 Elect Director Anne M. Mulcahy For For Management

1.8 Elect Director Leo F. Mullin For For Management

1.9 Elect Director William D. Perez For Against Management

1.10 Elect Director Charles Prince For Against Management

1.11 Elect Director A. Eugene Washington For For Management

1.12 Elect Director Ronald A. Williams For Against Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Stock Retention/Holding Period Against Against Shareholder

5 Screen Political Contributions for Against Against Shareholder

Consistency with Corporate Values

6 Require Independent Board Chairman Against Against Shareholder

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JPMORGAN CHASE & CO.

Ticker: JPM Security ID: 46625H100

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: MAR 22, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director James A. Bell For For Management

1b Elect Director Crandall C.Bowles For For Management

1c Elect Director Stephen B. Burke For For Management

1d Elect Director David M. Cote For For Management

1e Elect Director James S. Crown For For Management

1f Elect Director James Dimon For For Management

1g Elect Director Timothy P. Flynn For For Management

1h Elect Director Ellen V. Futter For Against Management

1i Elect Director Laban P. Jackson, Jr. For For Management

1j Elect Director Lee R. Raymond For For Management

1k Elect Director William C. Weldon For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Provide Right to Act by Written Consent For For Management

5 Amend Executive Incentive Bonus Plan For For Management

6 Require Independent Board Chairman Against Against Shareholder

7 Stock Retention/Holding Period Against For Shareholder

8 Institute Procedures to Prevent Against Against Shareholder

Investments in Companies that

Contribute to Genocide or Crimes

Against Humanity

9 Report on Lobbying Payments and Policy Against Against Shareholder

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LVMH MOET HENNESSY LOUIS VUITTON

Ticker: MC Security ID: F58485115

Meeting Date: APR 18, 2013 Meeting Type: Annual/Special

Record Date: APR 12, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Accept Consolidated Financial For For Management

Statements and Statutory Reports

3 Approve Auditors' Special Report on For Against Management

Related-Party Transactions

4 Approve Allocation of Income and For For Management

Dividends of EUR 2.90 per Share

5 Reelect Bernard Arnault as Director For Against Management

6 Reelect Bernadette Chirac as Director For For Management

7 Reelect Nicholas Clive Worms as For For Management

Director

8 Reelect Charles de Croisset as Director For For Management

9 Reelect Francesco Trapani as Director For For Management

10 Reelect Hubert Vedrine as Director For For Management

11 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

12 Approve Reduction in Share Capital via For For Management

Cancellation of Repurchased Shares

13 Authorize Capitalization of Reserves For For Management

of Up to EUR 50 Million for Bonus

Issue or Increase in Par Value

14 Authorize Issuance of Equity or For For Management

Equity-Linked Securities with

Preemptive Rights up to Aggregate

Nominal Amount of EUR 50 Million

15 Authorize Issuance of Equity or For Against Management

Equity-Linked Securities without

Preemptive Rights up to Aggregate

Nominal Amount of EUR 50 Million

16 Approve Issuance of Shares up to 20 For Against Management

Percent of Issued Capital Per Year up

to EUR 50 Million Reserved for

Qualified Investors or Restricted

Number of Investors

17 Authorize Board to Set Issue Price for For Against Management

10 Percent Per Year of Issued Capital

Pursuant to Issue Authority without

Preemptive Rights Under Items 15 and

16 Above

18 Authorize Board to Increase Capital in For Against Management

the Event of Additional Demand Related

to Delegation Submitted to Shareholder

Vote Under Items 15 to 17

19 Authorize Capital Increase of Up to For Against Management

EUR 50 Million for Future Exchange

Offers

20 Authorize Capital Increase of up to 10 For For Management

Percent of Issued Capital for Future

Acquisitions

21 Approve Employee Stock Purchase Plan For For Management

22 Set Total Limit for Capital Increase For For Management

to Result from All Issuance Requests

at EUR 50 Million

23 Authorize up to 1 Percent of Issued For Against Management

Capital for Use in Restricted Stock

Plan

24 Amend Article 18 and 29 of Bylaws Re: For Against Management

Related-Party Transactions, Stock

Dividend Program

--------------------------------------------------------------------------------

MCDONALD'S CORPORATION

Ticker: MCD Security ID: 580135101

Meeting Date: MAY 23, 2013 Meeting Type: Annual

Record Date: MAR 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Walter E. Massey For For Management

1b Elect Director John W. Rogers, Jr. For For Management

1c Elect Director Roger W. Stone For For Management

1d Elect Director Miles D. White For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

4 Report on Pay Disparity Against Against Shareholder

5 Stock Retention/Holding Period Against For Shareholder

6 Report on Human Rights Risk Assessment Against Against Shareholder

Process

7 Report on Nutrition Initiatives and Against Against Shareholder

Childhood Obesity Concerns

--------------------------------------------------------------------------------

NESTLE SA

Ticker: NESN Security ID: 641069406

Meeting Date: APR 11, 2013 Meeting Type: Annual

Record Date: MAR 01, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Accept Financial Statements and For For Management

Statutory Reports

1.2 Approve Remuneration Report For For Management

2 Approve Discharge of Board and Senior For For Management

Management

3 Approve Allocation of Income and For For Management

Dividends of CHF 2.05 per Share

4.1.1 Reelect Peter Brabeck-Letmathe as For For Management

Director

4.1.2 Reelect Steven Hoch as Director For For Management

4.1.3 Reelect Titia de Lange as Director For For Management

4.1.4 Reelect Jean-Pierre Roth as Director For For Management

4.2 Elect Eva Cheng as Director For For Management

4.3 Ratify KPMG AG as Auditors For For Management

5 Additional And/or Counter-proposals None Against Management

Presented At The Meeting

6 Mark the box at the right if you wish None Against Management

to give a Proxy to the independent

representative, Mr. Jean-Ludovic

Hartmann

--------------------------------------------------------------------------------

NEWS CORPORATION

Ticker: NWS Security ID: 65248E104

Meeting Date: JUN 11, 2013 Meeting Type: Special

Record Date: APR 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Amend Certificate of Incorporation For For Management

Clarifying the Ability to Make

Distributions in Comparable Securities

in Connection with Separation

Transactions

2 Amend Certificate of Incorporation For For Management

Allowing for Certain Distributions on

Subsidiary-owned Shares and the

Creation of Additional

Subsidiary-owned Shares

--------------------------------------------------------------------------------

PEPSICO, INC.

Ticker: PEP Security ID: 713448108

Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date: MAR 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Shona L. Brown For For Management

1.2 Elect Director George W. Buckley For For Management

1.3 Elect Director Ian M. Cook For For Management

1.4 Elect Director Dina Dublon For For Management

1.5 Elect Director Victor J. Dzau For For Management

1.6 Elect Director Ray L. Hunt For For Management

1.7 Elect Director Alberto Ibarguen For For Management

1.8 Elect Director Indra K. Nooyi For For Management

1.9 Elect Director Sharon Percy Rockefeller For For Management

1.10 Elect Director James J. Schiro For For Management

1.11 Elect Director Lloyd G. Trotter For For Management

1.12 Elect Director Daniel Vasella For For Management

1.13 Elect Director Alberto Weisser For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

--------------------------------------------------------------------------------

PHILIP MORRIS INTERNATIONAL INC.

Ticker: PM Security ID: 718172109

Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Harold Brown For For Management

1.2 Elect Director Mathis Cabiallavetta For For Management

1.3 Elect Director Andre Calantzopoulos For For Management

1.4 Elect Director Louis C. Camilleri For For Management

1.5 Elect Director J. Dudley Fishburn For For Management

1.6 Elect Director Jennifer Li For For Management

1.7 Elect Director Graham Mackay For For Management

1.8 Elect Director Sergio Marchionne For For Management

1.9 Elect Director Kalpana Morparia For For Management

1.10 Elect DirectorLucio A. Noto For For Management

1.11 Elect Director Robert B. Polet For For Management

1.12 Elect Director Carlos Slim Helu For For Management

1.13 Elect Director Stephen M. Wolf For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

--------------------------------------------------------------------------------

PHILLIPS 66

Ticker: PSX Security ID: 718546104

Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date: MAR 15, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Greg C. Garland For For Management

1b Elect Director John E. Lowe For For Management

2 Ratify Auditors For For Management

3 Approve Omnibus Stock Plan For For Management

4 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

5 Advisory Vote on Say on Pay Frequency One Year One Year Management

--------------------------------------------------------------------------------

QUALCOMM INCORPORATED

Ticker: QCOM Security ID: 747525103

Meeting Date: MAR 05, 2013 Meeting Type: Annual

Record Date: JAN 07, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Barbara T. Alexander For Against Management

1b Elect Director Donald G. Cruickshank For Against Management

1c Elect Director Raymond V. Dittamore For Against Management

1d Elect Director Susan Hockfield For For Management

1e Elect Director Thomas W. Horton For Against Management

1f Elect Director Paul E. Jacobs For Against Management

1g Elect Director Sherry Lansing For Against Management

1h Elect Director Duane A. Nelles For Against Management

1i Elect Director Francisco Ros For Against Management

1j Elect Director Brent Scowcroft For Against Management

1k Elect Director Marc I. Stern For Against Management

2 Amend Omnibus Stock Plan For For Management

3 Ratify Auditors For For Management

4 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

--------------------------------------------------------------------------------

RIO TINTO PLC

Ticker: RIO Security ID: 767204100

Meeting Date: APR 18, 2013 Meeting Type: Annual

Record Date: MAR 14, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Remuneration Report For For Management

3 Re-elect Robert Brown as Director For For Management

4 Re-elect Vivienne Cox as Director For For Management

5 Re-elect Jan du Plessis as Director For For Management

6 Re-elect Guy Elliott as Director For For Management

7 Re-elect Michael Fitzpatrick as For For Management

Director

8 Re-elect Ann Godbehere as Director For For Management

9 Re-elect Richard Goodmanson as Director For For Management

10 Re-elect Lord Kerr as Director For For Management

11 Re-elect Chris Lynch as Director For For Management

12 Re-elect Paul Tellier as Director For For Management

13 Re-elect John Varley as Director For For Management

14 Re-elect Sam Walsh as Director For For Management

15 Reappoint PricewaterhouseCoopers LLP For For Management

as Auditors

16 Authorise the Audit Committee to Fix For For Management

Remuneration of Auditors

17 Approve Performance Share Plan For For Management

18 Authorise Issue of Equity with For For Management

Pre-emptive Rights

19 Authorise Issue of Equity without For For Management

Pre-emptive Rights

20 Authorise Market Purchase of Ordinary For For Management

21 Authorise the Company to Call EGM with For For Management

Two Weeks' Notice

--------------------------------------------------------------------------------

ROYAL DUTCH SHELL PLC

Ticker: RDSA Security ID: 780259206

Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date: APR 11, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Remuneration Report For For Management

3 Re-elect Josef Ackermann as Director For For Management

4 Re-elect Guy Elliott as Director For For Management

5 Re-elect Simon Henry as Director For For Management

6 Re-elect Charles Holliday as Director For For Management

7 Re-elect Gerard Kleisterlee as Director For For Management

8 Re-elect Jorma Ollila as Director For For Management

9 Re-elect Sir Nigel Sheinwald as For For Management

Director

10 Re-elect Linda Stuntz as Director For For Management

11 Re-elect Peter Voser as Director For For Management

12 Re-elect Hans Wijers as Director For For Management

13 Elect Gerrit Zalm as Director For For Management

14 Reappoint PricewaterhouseCoopers LLP For For Management

as Auditors

15 Authorise Board to Fix Remuneration of For For Management

Auditors

16 Authorise Issue of Equity with For For Management

Pre-emptive Rights

17 Authorise Issue of Equity without For For Management

Pre-emptive Rights

18 Authorise Market Purchase of Ordinary For For Management

19 Authorise EU Political Donations and For For Management

Expenditure

--------------------------------------------------------------------------------

SABMILLER PLC

Ticker: SAB Security ID: G77395104

Meeting Date: JUL 26, 2012 Meeting Type: Annual

Record Date: JUL 24, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Accept Financial Statements and For For Management

Statutory Reports

2 Approve Remuneration Report For Against Management

3 Elect Dr Alan Clark as Director For For Management

4 Re-elect Mark Armour as Director For For Management

5 Re-elect Geoffrey Bible as Director For For Management

6 Re-elect Dinyar Devitre as Director For For Management

7 Re-elect Lesley Knox as Director For For Management

8 Re-elect Graham Mackay as Director For Abstain Management

9 Re-elect John Manser as Director For Against Management

10 Re-elect John Manzoni as Director For For Management

11 Re-elect Miles Morland as Director For Against Management

12 Re-elect Dambisa Moyo as Director For For Management

13 Re-elect Carlos Perez Davila as For For Management

Director

14 Re-elect Cyril Ramaphosa as Director For Against Management

15 Re-elect Alejandro Santo Domingo For For Management

Davila as Director

16 Re-elect Helen Weir as Director For For Management

17 Re-elect Howard Willard as Director For For Management

18 Re-elect Jamie Wilson as Director For For Management

19 Approve Final Dividend For For Management

20 Reappoint PricewaterhouseCoopers LLP For For Management

as Auditors

21 Authorise Board to Fix Remuneration of For For Management

Auditors

22 Authorise Issue of Equity with For For Management

Pre-emptive Rights

23 Authorise Issue of Equity without For For Management

Pre-emptive Rights

24 Authorise Market Purchase of Ordinary For For Management

25 Authorise the Company to Call EGM with For For Management

Two Weeks' Notice

--------------------------------------------------------------------------------

STATOIL ASA

Ticker: STL Security ID: 85771P102

Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date: APR 05, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Open Meeting None None Management

2 Registration of Attending Shareholders None None Management

and Proxies

3 Elect Chairman of Meeting For For Management

4 Approve Notice of Meeting and Agenda For For Management

5 Designate Inspector(s) of Minutes of For For Management

Meeting

6 Approve Financial Statements and For For Management

Statutory Reports; Approve Allocation

of Income and Dividends of NOK 6.75

per Share

7 Withdraw Company from Tar Sands Against Against Shareholder

Activities in Canada

8 Withdraw Company from Ice-Laden Against Against Shareholder

Activities in the Arctic

9 Approve Board of Directors' Statement For For Management

on Company Corporate Governance

10 Approve Remuneration Policy And Other For Against Management

Terms of Employment For Executive

Management

11 Approve Remuneration of Auditors For For Management

12 Amend Articles Re: Appointment of For For Management

Nominating Committee Members

13 Approve Remuneration of Corporate For For Management

Assembly in the Amount of NOK 112,200

for the Chairman, NOK 59,100 for the

Vice Chairman, NOK 41,500 for Other

Members, and NOK 5,900 for Deputy

Members

14 Elect Elisabeth Berge and Johan Alstad For For Management

as Member and Deputy Member of

Nominating Committee

15 Approve Remuneration of Nominating For For Management

Committee in the Amount of NOK 11,200

for the Chairman and NOK 8,300 for

Other Members

16 Authorize Repurchase and Reissuance of For Against Management

Shares up to a Nominal Value of NOK 27.

5 Million in Connection with Share

Saving Scheme for Employees

17 Authorize Repurchase of up to 75 For For Management

Million Shares For Cancellation

Purposes

--------------------------------------------------------------------------------

TEXAS INSTRUMENTS INCORPORATED

Ticker: TXN Security ID: 882508104

Meeting Date: APR 18, 2013 Meeting Type: Annual

Record Date: FEB 19, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Ralph W. Babb, JR. For For Management

1b Elect Director Mark A. Blinn For For Management

1c Elect Director Daniel A. Carp For For Management

1d Elect Director Carrie S. Cox For Against Management

1e Elect Director Pamela H. Patsley For For Management

1f Elect Director Robert E. Sanchez For For Management

1g Elect Director Wayne R. Sanders For Against Management

1h Elect Director Ruth J. Simmons For Against Management

1i Elect Director Richard K. Templeton For For Management

1j Elect Director Christine Todd Whitman For For Management

2 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

3 Ratify Auditors For For Management

--------------------------------------------------------------------------------

THE COCA-COLA COMPANY

Ticker: KO Security ID: 191216100

Meeting Date: JUL 10, 2012 Meeting Type: Special

Record Date: MAY 21, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Stock Split For For Management

--------------------------------------------------------------------------------

THE COCA-COLA COMPANY

Ticker: KO Security ID: 191216100

Meeting Date: APR 24, 2013 Meeting Type: Annual

Record Date: FEB 25, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Herbert A. Allen For For Management

1.2 Elect Director Ronald W. Allen For Against Management

1.3 Elect Director Howard G. Buffett For For Management

1.4 Elect Director Richard M. Daley For For Management

1.5 Elect Director Barry Diller For For Management

1.6 Elect Director Helene D. Gayle For For Management

1.7 Elect Director Evan G. Greenberg For For Management

1.8 Elect Director Alexis M. Herman For Against Management

1.9 Elect Director Muhtar Kent For For Management

1.10 Elect Director Robert A. Kotick For For Management

1.11 Elect Director Maria Elena Lagomasino For Against Management

1.12 Elect Director Donald F. McHenry For For Management

1.13 Elect Director Sam Nunn For For Management

1.14 Elect Director James D. Robinson, III For Against Management

1.15 Elect Director Peter V. Ueberroth For For Management

1.16 Elect Director Jacob Wallenberg For Against Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For Against Management

Executive Officers' Compensation

4 Provide Right to Call Special Meeting For For Management

5 Establish Board Committee on Human Against Against Shareholder

Rights

--------------------------------------------------------------------------------

THE PROCTER & GAMBLE COMPANY

Ticker: PG Security ID: 742718109

Meeting Date: OCT 09, 2012 Meeting Type: Annual

Record Date: AUG 10, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1.1 Elect Director Angela F. Braly For For Management

1.2 Elect Director Kenneth I. Chenault For For Management

1.3 Elect Director Scott D. Cook For For Management

1.4 Elect Director Susan Desmond-Hellmann For For Management

1.5 Elect Director Robert A. McDonald For For Management

1.6 Elect Director W. James McNerney, Jr. For For Management

1.7 Elect Director Johnathan A. Rodgers For For Management

1.8 Elect Director Margaret C. Whitman For For Management

1.9 Elect Director Mary Agnes Wilderotter For For Management

1.10 Elect Director Patricia A. Woertz For For Management

1.11 Elect Director Ernesto Zedillo For For Management

2 Ratify Auditors For For Management

3 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

4 Adopt Proxy Statement Reporting on Against Against Shareholder

Political Contributions and Advisory

Vote

5 Report on Adopting Extended Producer Against Against Shareholder

Responsibility Policy

6 Reduce Supermajority Vote Requirement Against For Shareholder

--------------------------------------------------------------------------------

TOTAL SA

Ticker: FP Security ID: 89151E109

Meeting Date: MAY 17, 2013 Meeting Type: Annual/Special

Record Date: APR 09, 2013

# Proposal Mgt Rec Vote Cast Sponsor

1 Approve Financial Statements and For For Management

Statutory Reports

2 Approve Consolidated Financial For For Management

Statements and Statutory Reports

3 Approve Allocation of Income and For For Management

Dividends of EUR 2.34 per Share

4 Authorize Repurchase of Up to 10 For For Management

Percent of Issued Share Capital

5 Reelect Thierry Desmarest as Director For For Management

6 Reelect Gunnar Brock as Director For For Management

7 Reelect Gerard Lamarche as Director For For Management

8 Elect Charles Keller and Philippe For For Management

Marchandise as Representative of

Employee Shareholders to the Board

9 Approve Remuneration of Directors in For For Management

the Aggregate Amount of EUR 1.40

Million

10 Authorize up to 0.75 Percent of Issued For Against Management

Capital for Use in Stock Option Plan

11 Approve Employee Stock Purchase Plan For For Management

12 Approve the Establishment of an Against Against Shareholder

Independent Ethics Committee

13 Approve to Link Remuneration to Against Against Shareholder

Positive Safety Indicators

14 Acquire the Diversity Label Against Against Shareholder

15 Approve Nomination of Employees Against Against Shareholder

Representative to the Remuneration

Committee

16 Allow Loyalty Dividends to Long-Term Against Against Shareholder

Registered Shareholders

--------------------------------------------------------------------------------

WALGREEN CO.

Ticker: WAG Security ID: 931422109

Meeting Date: JAN 09, 2013 Meeting Type: Annual

Record Date: NOV 12, 2012

# Proposal Mgt Rec Vote Cast Sponsor

1a Elect Director Janice M. Babiak For For Management

1b Elect Director David J. Brailer For For Management

1c Elect Director Steven A. Davis For For Management

1d Elect Director William C. Foote For For Management

1e Elect Director Mark P. Frissora For For Management

1f Elect Director Ginger L. Graham For For Management

1g Elect Director Alan G. McNally For For Management

1h Elect Director Dominic P. Murphy For For Management

1i Elect Director Stefano Pessina For For Management

1j Elect Director Nancy M. Schlichting For For Management

1k Elect Director Alejandro Silva For For Management

1l Elect Director James A. Skinner For For Management

1m Elect Director Gregory D. Wasson For For Management

2 Advisory Vote to Ratify Named For For Management

Executive Officers' Compensation

3 Approve Omnibus Stock Plan For For Management

4 Ratify Auditors For For Management

5 Pro-rata Vesting of Equity Awards Against For Shareholder

By: /s/ Bradley J. Skapyak
Bradley J. Skapyak President
Date:	August 19, 2013