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: 811-21547 NAME OF REGISTRANT: CALAMOS GLOBAL TOTAL RETURN FUND ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court Naperville, IL 60563-2787 NAME AND ADDRESS OF AGENT FOR SERVICE: John P. Calamos, Sr., President Calamos Advisors LLC 2020 Calamos Court Naperville, IL 60563-2787 REGISTRANT'S TELEPHONE NUMBER: (630)245-7200 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011 Calamos Global Total Return Fund -------------------------------------------------------------------------------------------------------------------------- ABB LTD Agenda Number: 702941522 -------------------------------------------------------------------------------------------------------------------------- Security: H0010V101 Meeting Type: AGM Meeting Date: 29-Apr-2011 Ticker: ISIN: CH0012221716 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Take No Action ID 814047 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting Take No Action REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Take No Action MEETING NOTICE SENT UNDER MEETING 750820, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting Take No Action VOTE 'IN FAVOR' OR 'ABSTAIN' FOR ALL THE RESOLUTIONS. THANK YOU. 2.1 Approval of the annual report, the consolidated Mgmt Take No Action financial statements, and the annual financial statements for 2010 2.2 Consultative vote on the 2010 remuneration report Mgmt Take No Action 3 Discharge of the Board of Directors and the Mgmt Take No Action persons entrusted with management 4 Appropriation of available earnings and conversion Mgmt Take No Action of capital contribution reserve 5 Creation of additional contingent share capital Mgmt Take No Action in connection with employee participation 6 Renewal of authorized share capital Mgmt Take No Action 7.1.1 Re-election to the Board of Directors: Roger Mgmt Take No Action Agnelli 7.1.2 Re-election to the Board of Directors: Louis Mgmt Take No Action R. Hughes 7.1.3 Re-election to the Board of Directors: Hans Mgmt Take No Action Ulrich Marki 7.1.4 Re-election to the Board of Directors: Michel Mgmt Take No Action de Rosen 7.1.5 Re-election to the Board of Directors: Michael Mgmt Take No Action Treschow 7.1.6 Re-election to the Board of Directors: Jacob Mgmt Take No Action Wallenberg 7.1.7 Re-election to the Board of Directors: Hubertus Mgmt Take No Action von Grunberg 7.2 Election to the Board of Directors: Ying Yeh Mgmt Take No Action 8 Re-election of the auditors: Ernst & Young AG Mgmt Take No Action 9 Ad-hoc Motions Mgmt Take No Action -------------------------------------------------------------------------------------------------------------------------- ACERGY SA, LUXEMBOURG Agenda Number: 702729065 -------------------------------------------------------------------------------------------------------------------------- Security: L00306AB3 Meeting Type: EGM Meeting Date: 20-Dec-2010 Ticker: ISIN: XS0267243417 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 The sole purpose of the meeting is to appoint Mgmt Take No Action Mr. Bob Long as the ninth director of the Board of Subsea 78.A PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting Take No Action SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting Take No Action OF INFORMATION MEETING COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Agenda Number: 933428585 -------------------------------------------------------------------------------------------------------------------------- Security: 008252108 Meeting Type: Annual Meeting Date: 31-May-2011 Ticker: AMG ISIN: US0082521081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR SAMUEL T. BYRNE Mgmt For For DWIGHT D. CHURCHILL Mgmt For For SEAN M. HEALEY Mgmt For For HAROLD J. MEYERMAN Mgmt For For WILLIAM J. NUTT Mgmt For For RITA M. RODRIGUEZ Mgmt For For PATRICK T. RYAN Mgmt For For JIDE J. ZEITLIN Mgmt For For 02 TO APPROVE THE 2011 STOCK OPTION AND INCENTIVE Mgmt For For PLAN. 03 TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION Mgmt For For PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS AND COMPENSATION TABLES. 04 TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY Mgmt 1 Year For OF AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- ALCON, INC. Agenda Number: 933310512 -------------------------------------------------------------------------------------------------------------------------- Security: H01301102 Meeting Type: Special Meeting Date: 16-Aug-2010 Ticker: ACL ISIN: CH0013826497 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI 1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER 1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT 1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER 1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX -------------------------------------------------------------------------------------------------------------------------- ALCON, INC. Agenda Number: 933315170 -------------------------------------------------------------------------------------------------------------------------- Security: H01301102 Meeting Type: Special Meeting Date: 16-Aug-2010 Ticker: ACL ISIN: CH0013826497 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): ENRICO VANNI 1B REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): NORMAN WALKER 1C REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): PAUL CHOFFAT 1D REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): URS BAERLOCHER 1E REPLACEMENT ELECTION TO THE BOARD OF DIRECTORS Mgmt Against Against (CONDITIONAL RESOLUTION AS SET FORTH IN THE INVITATION): JACQUES SEYDOUX -------------------------------------------------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 933420058 -------------------------------------------------------------------------------------------------------------------------- Security: 026874784 Meeting Type: Annual Meeting Date: 11-May-2011 Ticker: AIG ISIN: US0268747849 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: ROBERT H. BENMOSCHE Mgmt For For 1B ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For 1C ELECTION OF DIRECTOR: JOHN H. FITZPATRICK Mgmt For For 1D ELECTION OF DIRECTOR: LAURETTE T. KOELLNER Mgmt For For 1E ELECTION OF DIRECTOR: DONALD H. LAYTON Mgmt For For 1F ELECTION OF DIRECTOR: CHRISTOPHER S. LYNCH Mgmt For For 1G ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Mgmt Against Against 1H ELECTION OF DIRECTOR: GEORGE L. MILES, JR. Mgmt For For 1I ELECTION OF DIRECTOR: HENRY S. MILLER Mgmt For For 1J ELECTION OF DIRECTOR: ROBERT S. MILLER Mgmt For For 1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For 1L ELECTION OF DIRECTOR: MORRIS W. OFFIT Mgmt For For 1M ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For 1N ELECTION OF DIRECTOR: DOUGLAS M. STEENLAND Mgmt For For 02 TO APPROVE A NON-BINDING SHAREHOLDER RESOLUTION Mgmt For For ON EXECUTIVE COMPENSATION 03 TO AMEND AIG'S AMENDED AND RESTATED CERTIFICATE Mgmt For For OF INCORPORATION TO RESTRICT CERTAIN TRANSFERS OF AIG COMMON STOCK IN ORDER TO PROTECT AIG'S TAX ATTRIBUTES 04 TO RATIFY THE AMERICAN INTERNATIONAL GROUP, Mgmt For For INC. TAX ASSET PROTECTION PLAN 05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS AIG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011 06 SHAREHOLDER PROPOSAL RELATING TO RESTRICTING Shr Against For HEDGING TRANSACTIONS -------------------------------------------------------------------------------------------------------------------------- ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 702901681 -------------------------------------------------------------------------------------------------------------------------- Security: B6399C107 Meeting Type: MIX Meeting Date: 26-Apr-2011 Ticker: ISIN: BE0003793107 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote 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 A.1 Proposal to replace the words "the last Tuesday Mgmt Take No Action of April" in the first paragraph of Article 24 with the words "the last Wednesday of April" A.2 Proposal to add the following new paragraph Mgmt Take No Action at the end of Article 22:"The Company is authorised to deviate from the provisions of Article 520ter, indents 1 and 2, of the Companies Code, in respect of any persons falling within the scope of such provisions." A.3a Entry into force of the modifications to the Mgmt Take No Action Articles of Association resulting from the law on the exercise of certain rights of shareholders in listed companies: Proposal to resolve (i) that the modifications to the Articles of Association provided for in items 3 (b) to 3 (g) shall (a) be made under the condition precedent that a law implementing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies (the ''Law'') is published in the Belgian State Gazette and (b) enter into force on the date, if any, on which the Law (as may be amended, supplemented or implemented by any law or regulation) provides that such modifications enter into force and, in case the Law (as may be amended, supplemented or implemented by any law or regulation) does not provide such a date, such modifications will enter into force on the date on which the Law enters into force; and (ii) that the provisions of the articles of association that are the object of modification by items 3 (b) to 3 (g) below (a) will remain in force until the corresponding modifications to the articles of association enter into force and (b) will be, for these purposes, set out at the end of the articles of association as transitional provisions; it being understood that the above proposed resolution shall not be submitted to the vote of the Extraordinary General Meeting of Shareholders in the event that the Law is published before the Extraordinary General Meeting which will effectively deliberate upon this item A.3.b Modification to Article 24 - Meetings: Proposal Mgmt Take No Action to delete the words ''The Body convening a meeting shall designate the places where the certified statement of blocking of dematerialised shares is to be deposited'' in the third paragraph of Article 24 and to add the following paragraph at the end of Article 24: ''Working days shall mean all days of the week with the exception of Saturdays, Sundays and legal public holidays in Belgium.'' A.3.c Modification to Article 25 - Admission to Shareholders' Mgmt Take No Action Meetings: Proposal to replace Article 25 as follows: ''a) Conditions of admission to Shareholders' Meetings: In order to have the right to participate in and vote at the Meeting, shareholders must: (i) have the ownership of their shares recorded in their name, as at midnight Central European Time on the fourteenth (14th) calendar day preceding the date of the Meeting (the ''record date''): - through registration in the register of the registered shares of the company, for holders of registered shares; or- through book-entry in the accounts of an authorised account holder or clearing organisation, for holders of dematerialised shares. Holders of bearer shares must first convert their bearer shares into registered or dematerialized shares; and (ii) notify the company (or the person designated by the company) by returning a signed original paper form or, if permitted by the company in the notice convening the Shareholders Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the sixth (6th) calendar day preceding the day of the Meeting, of their intention to participate in the Meeting, indicating the number of shares in respect of which they intend to do so. In addition, the holders of dematerialised shares must, at the latest on the same day, provide the company (or the person designated by the company), or arrange for the company (or the person designated by the company) to be provided, with an original certificate issued by an authorised account holder or a clearing organisation certifying the number of shares owned on the record date by the relevant shareholder and for which it has notified its intention to participate in the Meeting. An issuer of certificates relating to registered shares must notify its capacity of issuer to the company, which will record such capacity in the register of such shares. An issuer which refrains from notifying this capacity to the company can only vote at a Shareholders' Meeting if the written notification indicating its intention to participate in that Shareholders'' Meeting specifies its capacity of issuer. An issuer of certificates linked to dematerialised shares must notify its capacity of issuer to the company before exercising any vote, at the latest through the written notification indicating its intention to participate in the Shareholders' Meeting, failing which such shares cannot participate in voting. b) Proxies and powers of attorney: Any shareholder with the right to vote may either personally participate in the Meeting or give a proxy to another person, who need not be a shareholder, to represent it at a Shareholders' Meeting. A shareholder may designate, for a given meeting, only one person as proxy holder, except in circumstances where Belgian law allows the designation of multiple proxy holders. The appointment of a proxy holder may take place in paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), through a form which shall be made available by the company. The signed original paper form or electronic form must be received by the company at the latest on the sixth (6th) calendar day preceding the date of the Meeting. Any appointment of a proxy holder shall comply with relevant requirements of applicable Belgian law in terms of conflicting interests, record keeping and any other applicable requirement. c) Formalities for admission: Prior to the Meeting, the shareholders or their proxies are required to sign an attendance sheet, indicating their first name, last name, and place of residence or corporate denomination and registered office, as well as the number of shares in respect of which they are participating in the Meeting. Representatives of legal entities must provide the documents evidencing their capacity as bodies or special proxy holders. The natural persons, shareholders, bodies or proxy holders who take part in the Shareholders' Meeting must be able to prove their identity. d) Other securities: The holders of profit sharing certificates, non-voting shares, bonds, subscription rights or other securities issued by the company, as well as the holders of certificates issued with the assistance of the company and representing securities issued by the latter, may participate in the Shareholders' Meeting insofar as the law entitles them to do so, and, as the case may be, gives them the right to participate in voting. If they propose to participate, they are subject to the same formalities concerning admission and access, and forms and filing of proxies, as those imposed on the shareholders.'' A.3.d Modification to Article 26 BIS - Vote by correspondence: Mgmt Take No Action Proposal to rename Article 26BIS''''Remote Voting Before The Shareholders' Meeting'' and to replace it as follows: ''Any shareholder may vote remotely before the Meeting, by sending a paper form or, if permitted by the company in the notice convening the Shareholders' Meeting, by sending a form electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), through a form which shall be made available by the company.The original signed paper form must be received by the company at the latest on the sixth (6th) calendar day preceding the date of the Meeting. Voting through the sending of the signed electronic form may occur until the calendar day before the date of the Meeting. The company may also organise a remote vote before the Meeting through other electronic communication methods, such as, among others, through one or several Web sites. It shall specify the practical terms of any such remote vote in the convening notice. The company will ensure that, when arranging remote electronic voting before the Shareholders' Meeting, either through the sending of an electronic form or through other electronic communication methods, the company is able, through the system used, to control the identity and capacity as shareholder of each person casting a vote electronically. Shareholders voting remotely, must, in order for their vote to be taken into account for the calculation of the quorum and voting majority, comply with the conditions set out in Article25.'' A.3.e Modification to Article 28 - Deliberations: Mgmt Take No Action Proposal to rename Article 28 ''Agenda And Deliberations'' and to replace the first paragraph with the following paragraphs: ''The Shareholders' Meeting may deliberate only the business on its agenda. One or more shareholders representing at least 3% of the capital of the company may request for items to be added to the agenda and submit resolution proposals in relation to existing agenda items or new items to be added to the agenda provided that they prove holding of such shareholding as at the date of their request by, as far as registered shares are concerned, a certificate evidencing the registration of the shares in the register of shares of the company or, as far as dematerialised shares are concerned, by a certificate issued by an authorised account holder or a clearing organisation certifying the book-entry of the shares in one or several accounts held by such account holder or clearing organisation. Such right shall not be available in relation to a second extraordinary Shareholders' Meeting that is convened for lack of a quorum at the first extraordinary Shareholders' Meeting.The new agenda items and/or resolution proposals should be received by the company in signed original paper form or electronically (in which case the form shall be signed by means of an electronic signature in accordance with applicable Belgian law), at the latest on the twentysecond (22nd) calendar day preceding the date of the Shareholders' Meeting and the company shall publish a revised agenda at the latest on the fifteenth (15th) calendar day preceding the date of the Meeting. The handling of such new agenda items and/or resolution proposals during the Meeting is subject to the relevant shareholder(s) having satisfied, with respect to shares representing at least 3% of the capital, the conditions set forth in Article 25, a), (i) and (ii).'' A.3.f Modification to Article 30 - Adjournments: Proposal Mgmt Take No Action to replace the second and third paragraphs of Article 30 as follows: ''Such adjournment cancels all decisions taken during the Meeting. The Shareholders' Meeting shall be held again within five (5) weeks and with the same agenda. Shareholders wishing to participate in such Meeting shall fulfil the admission conditions set out in Article 25 a). To this effect, a record date shall be set on the fourteenth (14th) calendar day at midnight Central European Time preceding the date of the second Meeting.'' A.3.g Modification to Article 36 BIS: Proposal to Mgmt Take No Action delete Article 36 BIS A.4.a Issuance of 215,000 subscription rights and Non-Voting No vote capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Special report by the Board of Directors on the issuance of subscription rights and the exclusion of the preference right of the existing shareholders in favour of specific persons, drawn up in accordance with Articles 583, 596 and 598 of the Companies Code A.4.b Issuance of 215,000 subscription rights and Non-Voting No vote capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Special report by the statutory auditor on the exclusion of the preference right of the existing shareholders in favour of specific persons, drawn up in accordance with Articles 596 and 598 of the Companies Code A.4.c Issuance of 215,000 subscription rights and Mgmt Take No Action capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Proposed resolution: excluding the preference right of the existing shareholders in relation to the issuance of subscription rights in favour of all current Directors of the Company, as identified in the report referred under item (a) above A.4.d Issuance of 215,000 subscription rights and Mgmt Take No Action capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Issuance of subscription rights: Proposed resolution: approving the issuance of 215,000 subscription rights and determining their terms and conditions (as such terms and conditions are appended to the report referred under item (a) above). The main provisions of these terms and conditions can be summarised as follows: each subscription right confers the right to subscribe in cash to one ordinary share in the Company, with the same rights (including dividend rights) as the existing shares. Each subscription right is granted for no consideration. Its exercise price equals the average price of the Company share on Euronext Brussels over the 30 calendar days preceding the issuance of the subscription rights by the Shareholders' Meeting. All subscription rights have a term of five years as from their issuance and become exercisable as follows: a first third may be exercised from 1 January 2013 up to and including 25 April 2016, a second third may be exercised from 1 January 2014 up to and including 25 April 2016 and the last third may be exercised from 1 January 2015 up to and including 25 April 2016. At the end of the exercise period, the subscription rights that have not been exercised automatically become null and void A.4.e Issuance of 215,000 subscription rights and Mgmt Take No Action capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Conditional capital increase: Proposed resolution: increasing the capital of the Company, under the condition precedent and to the extent of the exercise of the subscription rights, for a maximum amount equal to the number of subscription rights issued multiplied by their exercise price and allocation of the issuance premium to an account not available for distribution A.4.f Issuance of 215,000 subscription rights and Mgmt Take No Action capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Express approval pursuant to Article 554, indent 7, of the Companies Code: Proposed resolution: expressly approving the granting of the above-mentioned subscription rights to any Director of the Company who is independent within the meaning of Article 526ter of the Companies Code A.4.g Issuance of 215,000 subscription rights and Mgmt Take No Action capital increase under the condition precedent and to the extent of the exercise of the subscription rights: Powers: Proposed resolution: granting powers to two Directors acting jointly to have recorded by notarial deed the exercise of the subscription rights, the corresponding increase of the capital, the number of new shares issued, the resulting modification to the articles of association and the allocation of the issuance premium to an account not available for distribution B.1 Management report by the Board of Directors Non-Voting No vote on the accounting year ended on 31 December 2010 B.2 Report by the statutory auditor on the accounting Non-Voting No vote year ended on 31 December 2010 B.3 Communication of the consolidated annual accounts Non-Voting No vote relating to the accounting year ended on 31 December 2010, as well as the management report by the Board of Directors and the report by the statutory auditor on the consolidated annual accounts B.4 Approval of the statutory annual accounts: Proposed Mgmt Take No Action resolution: approving the statutory annual accounts relating to the accounting year ended on 31 December 2010, including the following allocation of the result: Profit of the accounting year: EUR 53,198, Profit carried forward from the preceding accounting year: EUR 7,018,197, Result to be allocated: EUR 7,071,395, Deduction for the unavailable reserve: - EUR 68, Gross dividend for the shares (*): EUR 1,275,707, Balance of carried forward profit: EUR 5,795,620, (*) On a per share basis, this represents a gross dividend of EUR 0.8, giving right to a dividend net of Belgian withholding tax of EUR 0.6 per share (in case of 25% Belgian withholding tax), of EUR 0.68 per share (in case of 15% Belgian withholding tax) and of EUR 0.8 per share (in case of exemption from Belgian withholding tax). Such amount may fluctuate depending on the number of own shares held by the Company on the dividend payment date. The dividend will be payable as from 02 May 2011 B.5 Discharge to the Directors: Proposed resolution: Mgmt Take No Action granting discharge to the Directors for the performance of their duties during the accounting year ended on 31 December 2010 B.6 Discharge to the statutory auditor: Proposed Mgmt Take No Action resolution: granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2010. B.7 Acknowledgment of the end of the mandate as Non-Voting No vote director of Mr. Arnoud de Pret, Mr. Jean-Luc Dehaene and Mr. August Busch IV. B.8.a Appointment of directors: Proposed resolution: Mgmt Take No Action renewing the appointment as director of Mr. St fan Descheemaeker, for a period of four years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2014 B.8.b Proposed resolution: appointing as director Mgmt Take No Action Mr. Paul Cornet de Ways Ruart, for a period of four years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2014. Mr. Paul Cornet is a Belgian citizen. He is a Commercial Engineer Cum Laude from the Catholic University of Louvain (1991) and holds an MBA with Dean's Honour from the University of Chicago (1996) with concentration in Finance. He is currently working for Yahoo! EMEA where he is Chief of Staff and Senior Financial Director responsible for Corporate Development and Audience. Before Yahoo!, Mr. Cornet was the Director of Strategy for Orange (UK mobile operator) and spent seven years with McKinsey&Company in London and Palo Alto (CA). He is also on the Boards of EPS, Rayvax, Sparflex and several venture capital backed technology companies B.8.c Proposed resolution: renewing the appointment Mgmt Take No Action as independent director of Mr. Kees Storm, for a period of two years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2012. The renewal of the mandate for only two years is in line with the Company's Corporate Governance Charter which provides that the term of office of directors shall end immediately after the shareholders' meeting following their 70th birthday. Mr. Storm complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company's Corporate Governance Charter, except for the requirement not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2 ). Except when legally required to apply the definition of Article 526ter, par. 1, 2 , the Board proposes to consider that Mr. Storm continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Storm to the functioning of the Board has not been influenced by the length of his tenure. Mr. Storm has acquired a superior understanding of the Company's business, its underlying strategy and specific culture, in particular in his capacity of Chairman of the Audit Committee, and in light of his particular experience, reputation and background it is in the Company's best interests to renew him as an independent director for an additional term of 2 years. Moreover, Mr. Storm expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence B.8.d Proposed resolution: renewing the appointment Mgmt Take No Action as independent director of Mr. Peter Harf, for a period of four years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2014. Mr. Harf complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company's Corporate Governance Charter, except for the requirement not to have been a non-executive director of the company for more than three successive terms (Article 526ter, par. 1, 2 ). Except when legally required to apply the definition of Article 526ter, par. 1, 2 , the Board proposes to consider that Mr. Harf continues to qualify as independent director. The Board is of the opinion that the quality and independence of the contribution of Mr. Harf to the functioning of the Board has not been influenced by the length of his tenure. Mr. Harf has acquired a superior understanding of the Company's business, its underlying strategy and specific culture, in particular in his capacity of Chairman of the Board, and in light of his particular experience, reputation and background it is in the Company's best interests to renew him as an independent director for an additional term of 4 years. Moreover, Mr. Harf expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence B.8.e Proposed resolution: appointing as independent Mgmt Take No Action director Mr. Olivier Goudet, for a period of four years ending after the shareholders' meeting which will be asked to approve the accounts for the year 2014. Mr. Olivier Goudet is a French citizen. He is Executive Vice President and Chief Financial Officer of Mars, Incorporated. He joined Mars in 1990, serving on the finance team of the French business. After six years, he left Mars to join the VALEO Group, where he held several senior executive positions. In 1998, he returned to Mars, where he became Chief Financial Officer in 2004. In 2008, his role was broadened to the position of Executive Vice President and CFO. Mr. Goudet is also a director of the Wm. Wrigley Jr. Company, Mars' gum and confections subsidiary, where Berkshire Hathaway is a minority investor. He holds a degree in engineering from l'Ecole Centrale de Paris and graduated from the ESSEC Business School in Paris with a major in finance. Mr. Goudet complies with the functional, family and financial criteria of independence as provided for in Article 526ter of the Companies Code and in the Company's Corporate Governance Charter. Moreover, Mr. Goudet expressly stated and the Board is of the opinion that he does not have any relationship with any company which could compromise his independence B.9.a Proposed resolution: approving the Remuneration Mgmt Take No Action report for the financial year 2010 as set out in the 2010 annual report, including the executive remuneration policy. Such policy provides for the possibility of granting variable compensation in the form of shares that are immediately vested, subject to a five-year blocking period. In addition, the executive remuneration policy provides that the Company may also grant matching shares (in the form of restricted stock units) and stock options, the value of which can exceed 25% of the annual remuneration and which vest after a period of five years but without being subject to a specific performance test. Special forfeiture rules apply to matching shares and stock options in case of termination of service before the end of the five-year vesting period. The 2010 annual report and remuneration report containing the executive remuneration policy, can be reviewed as indicated at the end of this notice B.9.b Proposed resolution: confirming the specified Mgmt Take No Action grants of stock options and restricted stock units to executives: a) Confirmation, for US law purposes, of two new programs launched in November 2010 under the Company's Long Term Incentive Stock Options Plan, allowing for the offer, over a period of 10 years, of (i) stock options on a maximum of 5,000,000 ordinary shares of the Company and (ii) stock options on a maximum of 5,000,000 American Depositary Shares (ADSs) of the Company, all of which can be granted to employees of the Company and/or its majority owned subsidiaries in the form of Incentive Stock Options (ISOs) pursuant to Sections 421 and 422 of the US Internal Revenue Code of 1986, as amended. Each stock option gives the recipient the right to purchase one existing share in the Company listed on Euronext Brussels or one existing American Depositary Share of the Company traded on the New York Stock Exchange. The exercise price of each stock option corresponds to the fair value of the Company share or of the ADS at the time of granting of the options. b) Confirmation of three specific Long Term Restricted Stock Unit Programs i. a program allowing for the offer of restricted stock units to certain employees in certain specific circumstances at the discretion of the Chief Executive Officer of Anheuser-Busch InBev e.g. to compensate for assignments of expatriates to certain specific countries. Each restricted stock unit will vest only after a five-year vesting period without performance test. In case of termination of service before the vesting date, special forfeiture rules apply. Confirmation of the hardship grant of approximately 120,000 restricted stock units under the Program in 2010 to employees of the Company and/or its majority owned subsidiaries. ii. a program allowing for the exceptional offer of restricted stock units to certain employees at the discretion of the Remuneration Committee of Anheuser-Busch InBev as a long-term retention incentive for key employees of the Company. The first half of the restricted stock units vest after five years and the other half vest only after a ten-year period. No performance test is applied. In case of termination of service before the vesting date, special forfeiture rules apply. Confirmation of the grant of approximately 320,000 restricted stock units under the Program in 2010 to employees of the Company and/or its majority owned subsidiaries. iii. a program allowing certain employees to purchase Company shares at a discount aimed as a long-term retention incentive for highpotential employees of the Company and/or its majority owned subsidiaries, who are at a mid-manager level. The voluntary investment in Company shares leads to the grant of 3 matching shares for each share invested. The discount and matching shares are granted in the form of restricted stock units which vest after 5 years. In case of termination before the vesting date, special forfeiture rules apply B10.a Approval of change of control provisions relating Mgmt Take No Action to the Updated EMTN Programme: Proposed resolution: approving, in accordance with Article 556 of the Companies Code, (i) Condition 7.5 of the Terms & Conditions (Change of Control Put) of the EUR 15,000,000,000 updated Euro Medium Term Note Programme dated 18 October 2010 of the Company and Brandbrew SA (the "Issuers") and Deutsche Bank AG., London Branch acting as Arranger (the "Updated EMTN Programme"), which may be applicable in the case of notes issued under the Updated EMTN Programme and (ii) any other provision in the Updated EMTN Programme granting rights to third parties which could affect the Company's assets or could impose an obligation on the Company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over the shares of the Company or on a "Change of Control" (as defined in the Terms & Conditions of the Updated EMTN Programme) (*). (*) Pursuant to the Updated EMTN Programme, (a) "Change of Control" means "any person or group of persons acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the Company provided that a Change of Control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, had, in the share capital of the Company", (b) "Acting in concert" means "a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain Control of the Company", and (c) "Control" means the "direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership of the Company or the power to direct the management and the policies of the Company whether through the ownership of share capital, contract or otherwise". If a Change of Control Put is specified in the applicable Final Terms of the notes, Condition 7.5 of the Terms & Conditions of the Updated EMTN Programme grants, to any noteholder, in essence, the right to request the redemption of his notes at the redemption amount specified in the Final Terms of the notes, together, if appropriate, with interest accrued upon the occurrence of a Change of Control and a related downgrade in the notes to sub-investment grade B10.b Approval of change of control provisions relating Mgmt Take No Action to the US Dollar notes: Proposed resolution: approving, in accordance with Article 556 of the Companies Code, (i) the Change of Control clause of the USD 3,250,000,000 notes issued on 29 and 26 March 2010, consisting of USD 1,000,000,000 2.50% notes due 2013, USD 750,000,000 3.625% notes due 2015, USD 1,000,000,000 5.00% notes due 2020 and USD 500,000,000 Floating Rate Notes due 2013 (the "Unregistered Notes issued in March 2010"), (ii) the Change of Control clause of the USD 3,250,000,000 registered notes issued in September 2010, consisting of USD 1,000,000,000 2.50% notes due 2013, USD 750,000,000 3.625% notes due 2015, USD 1,000,000,000 5.00% notes due 2020 and USD 500,000,000 Floating Rate Notes due 2013, issued in exchange for corresponding amounts of the corresponding unregistered notes issued in March 2010, in accordance with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev Worldwide Inc. in the U.S. on 5 August 2010 and expired on 2 September 2010 (the "Registered Notes issued in September 2010"), (iii) the Change of Control clause of the USD 8,000,000,000 registered notes issued in March 2011, consisting of USD 1,250,000,000 7.20% notes due 2014, USD 2,500,000,000 7.75% notes due 2019 and USD 1,250,000,000 8.20% notes due 2039, USD 1,550,000,000 5.375% notes due 2014, USD 1,000,000,000 6.875% notes due 2019 and USD 450,000,000 8.00% notes due 2039, each issued in exchange for corresponding amounts of the corresponding unregistered notes issued in January 2009 and of the corresponding unregistered notes issued in May 2009, in accordance with a US Form F-4 Registration Statement pursuant to an exchange offer launched by Anheuser-Busch InBev Worldwide Inc. in the U.S. on 11 February 2011 and expired on 14 March 2011 (the "Registered Notes issued in March 2011"), whereby each of the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered Notes issued in March 2011 are issued by Anheuser-Busch InBev Worldwide Inc. (with an unconditional and irrevocable guarantee as to payment of principal and interest from the Company) and (iv) any other provision applicable to the Unregistered Notes issued in March 2010, the Registered Notes issued in September 2010 and the Registered Notes issued in March 2011 granting rights to third parties which could affect the Company's assets or could impose an obligation on the Company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over the shares of the Company or on a "Change of Control" (as defined in the Offering Memorandum with respect to the unregistered notes, as the case may be, and in the Registration Statement with respect to the registered notes) (*). (*) (a) "Change of Control" means "any person or group of persons acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the Company provided that a Change of Control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, had, in the share capital of the Company", (b) "Acting in concert" means "a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain Control of the Company", and (c) "Control" means the "direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership of the Company or the power to direct the management and the policies of the Company whether through the ownership of share capital, contract or otherwise". The Change of Control clause grants to any noteholder, in essence, the right to request the redemption of his notes at a repurchase price in cash of 101% of their principal amount (plus interest accrued) upon the occurrence of a Change of Control and a related downgrade in the notes to sub-investment grade B10.c Approval of change of control provisions relating Mgmt Take No Action to the notes issued under Anheuser-Busch InBev's Shelf Registration Statement filed in the United States on Form F-3: Proposed resolution: approving, in accordance with Article 556 of the Companies Code, (i) the Change of Control clause of the Brazilian real ("BRL") 750,000,000 9.750% registered notes issued on 17 November 2010 by Anheuser-Busch InBev Worldwide Inc. under Anheuser-Busch InBev's Shelf Registration Statement filed on Form F-3 on 21 September 2010 (with an unconditional and irrevocable guarantee as to payment of principal and interest from the Company) and (ii) any other provision applicable to the registered notes granting rights to third parties which could affect the Company's assets or could impose an obligation on the Company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over the shares of the Company or on a "Change of Control" (as defined in the Prospectus Supplement dated 9 November 2010 to the Prospectus dated 21 September 2010). (a) "Change of Control" means "any person or group of persons acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the Company provided that a Change of Control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, had, in the share capital of the Company", (b) "Acting in concert" means "a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain Control of the Company", and (c) "Control" means the "direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership of the Company or the power to direct the management and the policies of the Company whether through the ownership of share capital, contract or otherwise". The Change of Control clause grants to any noteholder, in essence, the right to request the redemption of his notes at a repurchase price in cash of 101% of their principal amount (plus interest accrued) upon the occurrence of a Change of Control and a related downgrade in the notes to sub-investment grade B10.d Approval of change of control provisions relating Mgmt Take No Action to the CAD Dollar notes issued via a Canadian Private Placement: Proposed resolution: approving, in accordance with Article 556 of the Companies Code, (i) the Change of Control clause of the CAD 600,000,000 3.65% notes due 2016 issued on 8 December 2010 via a Canadian Private Placement by Anheuser-Busch InBev Worldwide Inc. (with an unconditional and irrevocable guarantee as to payment of principal and interest from the Company) and (ii) any other provision applicable to the notes granting rights to third parties which could affect the Company's assets or could impose an obligation on the Company where in each case the exercise of those rights is dependent on the launch of a public take-over bid over the shares of the Company or on a "Change of Control" (as defined in the Offering Memorandum dated 8 December 2010). AB_INBEV_form_vote_110426_EN.doc (a) "Change of Control" means "any person or group of persons acting in concert (in each case other than Stichting Anheuser-Busch InBev or any existing direct or indirect certificate holder or certificate holders of Stichting Anheuser-Busch InBev) gaining Control of the Company provided that a Change of Control shall not be deemed to have occurred if all or substantially all of the shareholders of the relevant person or group of persons are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Company with the same (or substantially the same) pro rata interests in the share capital of the relevant person or group of persons as such shareholders have, or as the case may be, had, in the share capital of the Company", (b) "Acting in concert" means "a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain Control of the Company", and (c) "Control" means the "direct or indirect ownership of more than 50 per cent of the share capital or similar rights of ownership of the Company or the power to direct the management and the policies of the Company whether through the ownership of share capital, contract or otherwise". The Change of Control clause grants to any noteholder, in essence, the right to request the redemption of his notes at a repurchase price in cash of 101% of their principal amount (plus interest accrued) upon the occurrence of a Change of Control and a related downgrade in the notes to sub-investment grade C Proposed resolution: granting powers to Mr. Mgmt Take No Action Benoit Loore, VP Legal Corporate, with power to substitute and without prejudice to other delegations of powers to the extent applicable, for (i) the acknowledgment of the realisation of the condition precedent referred to under A.3 (a) above, (ii) the restatements of the articles of association as a result of all changes referred to above, the signing of the restated articles of association and their filings with the clerk's office of the Commercial Court of Brussels, (iii) the filing with the same clerk's office of the resolutions referred under item B.10 above and (iv) any other filings and publication formalities in relation to the above resolutions PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting Take No Action IN THE TEXT OF THE RESOLUTION C.IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- ARM HLDGS PLC Agenda Number: 702851280 -------------------------------------------------------------------------------------------------------------------------- Security: G0483X122 Meeting Type: AGM Meeting Date: 12-May-2011 Ticker: ISIN: GB0000595859 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To receive the Company's annual report and accounts Mgmt For For for the financial year ended 31 December 2010 2 To declare a final dividend of 1.74 pence per Mgmt For For share in respect of the financial year ended 31 December 2010 3 To approve the directors' remuneration report Mgmt For For as set out on pages 60 to 71 of the annual report and accounts for the financial year ended 31 December 2010 4 To elect Larry Hirst as a director Mgmt For For 5 To elect Janice Roberts as a director Mgmt For For 6 To elect Andy Green as a director Mgmt For For 7 To re-elect Doug Dunn as a director Mgmt For For 8 To re-elect Warren East as a director Mgmt For For 9 To re-elect Tudor Brown as a director Mgmt For For 10 To re-elect Mike Inglis as a director Mgmt For For 11 To re-elect Mike Muller as a director Mgmt For For 12 To re-elect Kathleen O'Donovan as a director Mgmt For For 13 To re-elect Philip Rowley as a director Mgmt For For 14 To re-elect Tim Score as a director Mgmt For For 15 To re-elect Simon Segars as a director Mgmt For For 16 To re-elect Young Sohn as a director Mgmt For For 17 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company 18 To authorise the directors to fix the remuneration Mgmt For For of the auditors 19 That the directors be generally and unconditionally Mgmt For For authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares: (i) up to a nominal amount of GBP 221,939; (ii) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a further nominal amount of GBP 221,939 of ordinary issued share capital in connection with an offer by way of a rights issue, such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the end of the next AGM or on 30 June 2012, whichever is the earlier but, in each case, so that the CONTD CONT CONTD Company may make offers and enter into Non-Voting No vote agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authorities end. For the purposes of this resolution, "rights issue" means an offer to: (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, to subscribe further securities by means of the issue of a renounceable letter (or CONTD CONT CONTD other negotiable document) which may be Non-Voting No vote traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory 20 That subject to the passing of resolution 19 Mgmt For For above, the directors be empowered to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash: (i) pursuant to the authority given by paragraph (i) of resolution 19 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, in each case: (I) In connection with a pre-emptive offer; and (II) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of GBP 33,627; and (ii) pursuant to the authority given by paragraph (ii) of resolution 19 above n connection with a rights issue, as if Section 561 (1) of the Companies Act 2006 did not apply to any such allotment; such power to expire at the end of the next Annual General Meeting or CONTD CONT CONTD on 30 June 2012, whichever is the earlier Non-Voting No vote but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends. For the purposes of this resolution: (a) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the directors to (I) holders (other than the Company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings and (II) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, CONTD CONT CONTD fractional entitlements, record dates Non-Voting No vote or legal, regulatory or practical problems in, or under the laws of, any territory; (b) "rights issue" has the same meaning as in resolution 19 above; (c) references to an allotment of equity securities shall include a sale of treasury shares; and (d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights 21 That the Company be and is hereby unconditionally Mgmt For For and generally authorised for the purpose of Section 693 of the Companies Act 2006 to make market purchases (as defined in Section 693 of that Act) of ordinary shares of 0.05 pence each in the capital of the Company provided that: (a) the maximum number of shares which may be purchased is 134,508,636; (b) the minimum price which may be paid for each share is 0.05 pence; (c) the maximum price (excluding expenses) which may be paid for any ordinary share is an amount equal to 105% of the average of the closing mid market price of the Company's ordinary shares as derived from the Daily Official List of the London Stock Exchange plc for the five business CONTD CONT CONTD days immediately preceding the day on Non-Voting No vote which such share is contracted to be purchased; and (d) this authority shall expire at the conclusion of the AGM of the Company held in 2012 or, if earlier, on 30 June 2012 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time 22 That a general meeting other than an annual Mgmt For For general meeting may be called on not less than 14 clear days' notice -------------------------------------------------------------------------------------------------------------------------- ASML HOLDING NV, VELDHOVEN Agenda Number: 702821136 -------------------------------------------------------------------------------------------------------------------------- Security: N07059178 Meeting Type: AGM Meeting Date: 20-Apr-2011 Ticker: ISIN: NL0006034001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote THERE IS A RECORD DATE ASSOCIATED WITH THIS MEETING. THANK YOU 1 Opening Non-Voting No vote 2 Overview of the Company's business, financial Non-Voting No vote situation and sustainability 3 Discussion of the Annual Report 2010, including Mgmt For For ASML's corporate governance chapter, and the Remuneration Report 2010, and adoption of the financial statements for the financial year 2010, as prepared in accordance with Dutch law 4 Discharge of the members of the Board of Management Mgmt For For from liability for their responsibilities in the financial year 2010 5 Discharge of the members of the Supervisory Mgmt For For Board from liability for their responsibilities in the financial year 2010 6 Clarification of the reserves and dividend policy Non-Voting No vote 7 Proposal to adopt a dividend of EUR 0.40 per Mgmt For For ordinary share of EUR 0.09 8 Proposal to amend the Articles of Association Mgmt For For of the Company 9 Approval of the number of stock options, respectively Mgmt For For shares, for employees 10.1 Composition of the Supervisory Board: Nomination Mgmt For For by the Supervisory Board of Messrs. W.T. Siegle for re-appointment as member of the Supervisory Board, effective April 20, 2011 10.2 Composition of the Supervisory Board: Nomination Mgmt For For by the Supervisory Board of J.W.B. Westerburgen for re-appointment as member of the Supervisory Board, effective April 20, 2011 11 Composition of the Supervisory Board in 2012: Non-Voting No vote Notification that Mr. O. Bilous will retire by rotation in 2012; Notification that Mr. F.W. Frohlich will retire by rotation in 2012; Notification that Mr. A.P.M. van der Poel will retire by rotation in 2012 12 Remuneration of the Supervisory Board Mgmt For For 13.a Proposal to authorize the Board of Management Mgmt For For to issue shares or rights to subscribe for shares in the capital of the Company within the limits set forth in the Articles of Association of the Company, as well as to restrict or exclude the pre-emption rights accruing to shareholders: Proposal to authorize the Board of Management for a period of 18 months from April 20, 2011, to issue shares or rights to subscribe for shares in the capital of the Company, subject to approval of the Supervisory Board, limited to 5% of the issued share capital at the time of the authorization 13.b Proposal to authorize the Board of Management Mgmt For For to issue shares or rights to subscribe for shares in the capital of the Company within the limits set forth in the Articles of Association of the Company, as well as to restrict or exclude the pre-emption rights accruing to shareholders: Proposal to authorize the Board of Management for a period of 18 months from April 20, 2011 to restrict or exclude the pre-emption rights accruing to shareholders in connection with the issue of shares or rights to subscribe for shares as described under a., subject to approval of the Supervisory Board 13.c Proposal to authorize the Board of Management Mgmt For For to issue shares or rights to subscribe for shares in the capital of the Company within the limits set forth in the Articles of Association of the Company, as well as to restrict or exclude the pre-emption rights accruing to shareholders: Proposal to authorize the Board of Management for a period of 18 months from April 20, 2011, to issue shares or rights to subscribe for shares in the capital of the Company, subject to approval of the Supervisory Board, for an additional 5% of the issued share capital at the time of the authorization, which 5% can only be used in connection with or on the occasion of mergers and/or acquisitions 13.d Proposal to authorize the Board of Management Mgmt For For to issue shares or rights to subscribe for shares in the capital of the Company within the limits set forth in the Articles of Association of the Company, as well as to restrict or exclude the pre-emption rights accruing to shareholders: Proposal to authorize the Board of Management for a period of 18 months from April 20, 2011, to restrict or exclude the pre-emption rights accruing to shareholders in connection with the issue of shares or rights to subscribe for shares as described under c., subject to approval of the Supervisory Board 14 Proposal to authorize the Board of Management Mgmt For For for a period of 18 months from April 20, 2011 to acquire - subject to the approval of the Supervisory Board - such a number of ordinary shares in the Company's share capital as permitted within the limits of the law and the current Articles of Association of the Company, taking into account the possibility to cancel the re-purchased shares, for valuable consideration, on Euronext Amsterdam by NYSE Euronext ("Euronext Amsterdam") or the Nasdaq Stock Market LLC ("Nasdaq"), or otherwise, at a price between, on the one hand, an amount equal to the nominal value of the shares and, on the other hand, an amount equal to 110% of the market price of these shares on CONTD CONT CONTD Euronext Amsterdam or Nasdaq; the market Non-Voting No vote price being the average of the highest price on each of the five days of trading prior to the date of acquisition, as shown in the Official Price List of Euronext Amsterdam or as reported on Nasdaq 15 Proposal to cancel ordinary shares in the share Mgmt For For capital of the Company repurchased or to be repurchased by the Company. The number of ordinary shares that will be cancelled shall be determined by the Board of Management, but shall not exceed 10% of the issued share capital of the Company as of April 20, 2011 16 Proposal to cancel additional ordinary shares Mgmt For For in the share capital of the Company repurchased by the Company following the cancellation of the ordinary shares under item 15. The number of ordinary shares that will be cancelled shall be determined by the Board of Management, but shall not exceed 10% of the issued share capital of the Company as of April 20, 2011, reduced with the number of ordinary shares cancelled pursuant to item 15 17 Any other business Non-Voting No vote 18 Closing Non-Voting No vote -------------------------------------------------------------------------------------------------------------------------- AUTONOMY CORP PLC Agenda Number: 702804166 -------------------------------------------------------------------------------------------------------------------------- Security: G0669T101 Meeting Type: AGM Meeting Date: 24-Mar-2011 Ticker: ISIN: GB0055007982 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To receive and adopt the accounts of the Company Mgmt For For for the financial year ended 31 December 2010 together with the directors' report and the auditors' report on those accounts 2 To approve the directors' remuneration report Mgmt For For included in the Annual Report and Accounts for the year ended 31 December 2010 3 To re-elect Robert Webb as a director of the Mgmt For For Company 4 To elect Jonathan Bloomer as a director of the Mgmt For For Company 5 To re-elect Richard Gaunt as a director of the Mgmt For For Company 6 To re-elect Sushovan Hussain as a director of Mgmt For For the Company 7 To elect Frank Kelly as a director of the Company Mgmt For For 8 To re-elect Michael Lynch as a director of the Mgmt For For Company 9 To re-elect John McMonigall as a director of Mgmt For For the Company 10 To re-appoint Deloitte LLP as auditors of the Mgmt For For Company 11 To authorise the directors to determine the Mgmt For For auditors' remuneration for the ensuing year 12 To authorise the directors to allot equity securities Mgmt For For in accordance with the limitations set out in the Notice of Meeting 13 To authorise the directors to allot equity securities Mgmt For For for cash in accordance with the limitations set out in the Notice of Meeting 14 To authorise the Company to make market purchases Mgmt For For of ordinary shares in accordance with the limitations set out in the Notice of Meeting 15 That a general meeting, other than an annual Mgmt For For general meeting, may be called on not less than 14 clear days notice -------------------------------------------------------------------------------------------------------------------------- CANON INC. Agenda Number: 702814078 -------------------------------------------------------------------------------------------------------------------------- Security: J05124144 Meeting Type: AGM Meeting Date: 30-Mar-2011 Ticker: ISIN: JP3242800005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting No vote 1. Approve Appropriation of Retained Earnings Mgmt For For 2.1 Appoint a Director Mgmt For For 2.2 Appoint a Director Mgmt For For 2.3 Appoint a Director Mgmt For For 2.4 Appoint a Director Mgmt For For 2.5 Appoint a Director Mgmt For For 2.6 Appoint a Director Mgmt For For 2.7 Appoint a Director Mgmt For For 2.8 Appoint a Director Mgmt For For 2.9 Appoint a Director Mgmt For For 2.10 Appoint a Director Mgmt For For 2.11 Appoint a Director Mgmt For For 2.12 Appoint a Director Mgmt For For 2.13 Appoint a Director Mgmt For For 2.14 Appoint a Director Mgmt For For 2.15 Appoint a Director Mgmt For For 2.16 Appoint a Director Mgmt For For 2.17 Appoint a Director Mgmt For For 2.18 Appoint a Director Mgmt For For 2.19 Appoint a Director Mgmt For For 3. Appoint a Corporate Auditor Mgmt For For 4. Approve Payment of Bonuses to Directors Mgmt For For 5. Issuance of Share Options as Stock Options without Mgmt For For Compensation -------------------------------------------------------------------------------------------------------------------------- CHECK POINT SOFTWARE TECHNOLOGIES LTD. Agenda Number: 933435592 -------------------------------------------------------------------------------------------------------------------------- Security: M22465104 Meeting Type: Annual Meeting Date: 24-May-2011 Ticker: CHKP ISIN: IL0010824113 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR GIL SHWED Mgmt For For MARIUS NACHT Mgmt For For JERRY UNGERMAN Mgmt For For DAN PROPPER Mgmt For For DAVID RUBNER Mgmt For For DR. TAL SHAVIT Mgmt For For 02 RE-ELECTION OF TWO OUTSIDE DIRECTORS: IRWIN Mgmt For For FEDERMAN AND RAY ROTHROCK. 03 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Mgmt For For KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS CHECK POINT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011. 04 TO AMEND THE FEE STRUCTURE FOR CHECK POINT'S Mgmt For For DIRECTORS. 05 TO APPROVE COMPENSATION TO CHECK POINT'S CHIEF Mgmt For For EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN OF THE BOARD OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- CNOOC LTD Agenda Number: 702697282 -------------------------------------------------------------------------------------------------------------------------- Security: Y1662W117 Meeting Type: EGM Meeting Date: 24-Nov-2010 Ticker: ISIN: HK0883013259 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote OF "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20101103/LTN20101103035.pdf CMMT PLEASE NOTE THAT EUROCLEAR DOES NOT OFFER ANY Non-Voting No vote VOTING SERVICES ON THIS ISSUE. THIS NOTICE IS SENT FOR INFORMATION PURPOSES ONLY. BY DEFAULT EOC WILL TAKE NO ACTION. 1 To approve the Non-exempt Continuing Connected Mgmt For For Transactions 2 To approve the Proposed Caps for each category Mgmt For For of the Non-exempt Continuing Connected Transactions PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote IN RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- CNOOC LTD Agenda Number: 702926998 -------------------------------------------------------------------------------------------------------------------------- Security: Y1662W117 Meeting Type: AGM Meeting Date: 27-May-2011 Ticker: ISIN: HK0883013259 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote OF "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110407/LTN20110407065.pdf A1 To receive and consider the audited Statement Mgmt For For of Accounts together with the Report of the Directors and Independent Auditors' Report thereon for the year ended 31 December 2010 A2 To declare a final dividend for the year ended Mgmt For For 31 December 2010 A3I To re-elect Mr. Wang Yilin as Non-executive Mgmt For For Director A3II To re-elect Mr. Li Fanrong as Executive Director Mgmt For For A3III To re-elect Mr. Lawrence J. Lau as Independent Mgmt For For Non-executive Director A3IV To re-elect Mr. Wang Tao as Independent Non-executive Mgmt For For Director A3V To authorise the Board of Directors to fix the Mgmt For For remuneration of each of the Directors A4 To re-appoint the Company's independent auditors Mgmt For For and to authorise the Board of Directors to fix their remuneration B1 To grant a general mandate to the Directors Mgmt For For to repurchase shares in the capital of the Company not exceeding 10% of the share capital of the Company in issue as at the date of passing of this resolution B2 To grant a general mandate to the Directors Mgmt For For to allot, issue and deal with additional shares in the capital of the Company not exceeding 20% of the share capital of the Company in issue as at the date of passing of this resolution B3 To extend the general mandate granted to the Mgmt For For Directors to allot, issue and deal with shares in the capital of the Company by the aggregate number of shares repurchased, which shall not exceed 10% of the share capital of the Company in issue as at the date of passing of this resolution CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF ACTUAL RECORD DATE AND CHANGE IN DIRECTOR NAME FOR RESOLUTION NO. A3.1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- DANONE, PARIS Agenda Number: 702819600 -------------------------------------------------------------------------------------------------------------------------- Security: F12033134 Meeting Type: MIX Meeting Date: 28-Apr-2011 Ticker: ISIN: FR0000120644 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT French Resident Shareowners must complete, sign Non-Voting No vote and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2011/0304/201103041100550.pdf O.1 Approval of the corporate financial statements Mgmt For For for the financial year ended on December 31, 2010 O.2 Approval of the consolidated financial statements Mgmt For For for the financial year ended on December 31, 2010 O.3 Allocation of income for the financial year Mgmt For For ended December 31, 2010 and setting the dividend at EUR 1.30 per share O.4 Ratification of the co-optation of Mr. Yoshihiro Mgmt For For Kawabata as Board member O.5 Renewal of Mr. Bruno Bonnell's term as Board Mgmt For For member O.6 Renewal of Mr. Bernard Hours's term as Board Mgmt For For member O.7 Renewal of Mr. Yoshihiro Kawabata's term as Mgmt For For Board member O.8 Renewal of Mr. Jacques Vincent's term as Board Mgmt For For member O.9 Appointment of Mrs. Isabelle Seillier as Board Mgmt For For member O.10 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For member O.11 Approval of the Agreements referred to in the Mgmt For For Statutory Auditors' special report O.12 Approval of the Agreements and Undertakings Mgmt For For pursuant to Articles L.225-38 and L.225-42-l of the Commercial Code relating to Mr. Bernard Hours O.13 Authorization to be granted to the Board of Mgmt For For Directors to purchase, hold or transfer Company's shares E.14 Delegation of authority to the Board of Directors Mgmt For For to issue ordinary shares of the Company and securities giving access to the capital of the Company, with preferential subscription rights of shareholders E.15 Delegation of authority to the Board of Directors Mgmt For For to issue ordinary shares of the Company and securities giving access to the capital of the Company, with cancellation of preferential subscription rights of shareholders, but with obligation to grant a priority right E.16 Delegation of authority to the Board of Directors Mgmt For For in the event of capital increase with or with cancellation of preferential subscription rights of shareholders to increase the amount of issuable securities E.17 Delegation of authority to the Board of Directors Mgmt For For to issue ordinary shares and securities giving access to the capital of the Company, in the event of public exchange offer initiated by the Company E.18 Delegation of powers to the Board of Directors Mgmt For For to issue ordinary shares, in consideration for in-kind contributions granted to the Company and composed of equity securities or securities giving access to the capital E.19 Delegation of authority to the Board of Directors Mgmt For For to increase the Company's capital by incorporation of reserves, profits or premiums or other amounts which capitalization is authorized E.20 Delegation of authority to the Board of Directors Mgmt For For to carry out capital increases reserved for employees participating in a company savings plan and/or transfers of reserved securities E.21 Authorization granted to the Board of Directors Mgmt For For to reduce capital by cancellation of shares E.22 Powers for formalities Mgmt For For -------------------------------------------------------------------------------------------------------------------------- DELL INC. Agenda Number: 933291750 -------------------------------------------------------------------------------------------------------------------------- Security: 24702R101 Meeting Type: Annual Meeting Date: 12-Aug-2010 Ticker: DELL ISIN: US24702R1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR JAMES W. BREYER Mgmt For For DONALD J. CARTY Mgmt For For MICHAEL S. DELL Mgmt For For WILLIAM H. GRAY, III Mgmt For For JUDY C. LEWENT Mgmt For For THOMAS W. LUCE, III Mgmt For For KLAUS S. LUFT Mgmt For For ALEX J. MANDL Mgmt For For SHANTANU NARAYEN Mgmt For For SAM NUNN Mgmt For For H. ROSS PEROT, JR. Mgmt For For 02 RATIFICATION OF INDEPENDENT AUDITOR Mgmt For For 03 AMENDMENT OF CERTIFICATE OF INCORPORATION TO Mgmt For For ELIMINATE SUPERMAJORITY VOTE PROVISIONS SH1 REIMBURSEMENT OF PROXY EXPENSES Shr Against For SH2 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr Against For -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 702606368 -------------------------------------------------------------------------------------------------------------------------- Security: G42089113 Meeting Type: AGM Meeting Date: 14-Oct-2010 Ticker: ISIN: GB0002374006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receive the report and accounts 2010 Mgmt For For 2 Approve the Directors' remuneration report 2010 Mgmt For For 3 Declare the final dividend Mgmt For For 4 Re-elect PB Bruzelius as a Director Mgmt Abstain Against 5 Re-elect LM Danon as a Director Mgmt For For 6 Re-elect BD Holden as a Director Mgmt For For 7 Re-elect Lord Hollick as a Director Mgmt For For 8 Re-elect Dr FB Humer as a Director Mgmt For For 9 Re-elect PG Scott as a Director Mgmt For For 10 Re-elect HT Stitzer as a Director Mgmt For For 11 Re-elect PA Walker as a Director Mgmt For For 12 Re-elect PS Walsh as a Director Mgmt For For 13 Election of Lord Davies as a Director Mgmt For For 14 Election of DA Mahlan as a Director Mgmt For For 15 Re-appoint the Auditor Mgmt For For 16 Approve the remuneration of Auditor Mgmt For For 17 Authorize to allot shares Mgmt For For 18 Approve the disapplication of pre-emption rights Mgmt For For 19 Authorize to purchase own ordinary shares Mgmt For For 20 Authorize to make political donations and/or Mgmt For For to incur political expenditure in the EU 21 Amend the Diageo Plc 2001 Share Incentive Plan Mgmt For For 22 Adopt the Diageo Plc 2010 Sharesave Plan Mgmt For For 23 Authorize to establish International share plans Mgmt For For 24 Approve the reduced notice of a general meeting Mgmt For For other than an AGM -------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Agenda Number: 933387664 -------------------------------------------------------------------------------------------------------------------------- Security: 369604103 Meeting Type: Annual Meeting Date: 27-Apr-2011 Ticker: GE ISIN: US3696041033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For A2 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For A3 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For A4 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For A5 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For A6 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For A8 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For A11 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For A12 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For A15 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For B1 RATIFICATION OF KPMG Mgmt For For B2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Mgmt For For B3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For VOTES ON EXECUTIVE COMPENSATION C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shr Against For C2 SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS Shr Against For C3 SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS Shr Against For GRANTED TO EXECUTIVES C4 SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK DISCLOSURE Shr Against For C5 SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL Shr Against For RESEARCH -------------------------------------------------------------------------------------------------------------------------- HTC CORP Agenda Number: 703110647 -------------------------------------------------------------------------------------------------------------------------- Security: Y3732M103 Meeting Type: AGM Meeting Date: 15-Jun-2011 Ticker: ISIN: TW0002498003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 834998 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting No vote US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU A.1 The 2010 business operations Non-Voting No vote A.2 The 2010 audited reports Non-Voting No vote A.3 The status of buyback treasury stock Non-Voting No vote A.4 The revision of conditions for buyback stock Non-Voting No vote of transferring to employees B.1 The 2010 business reports and financial statements Mgmt For For B.2 The 2010 profit distribution proposed cash dividend: Mgmt For For TWD37 per share B.3 The issuance of new shares from retained earnings Mgmt For For and staff bonus. Proposed stock dividend: 50 for 1,000 shs held B.4 The revision to the Articles of incorporation Mgmt For For B.5 The revision to the procedures of asset acquisition Mgmt For For or disposal B.6.1 The election of director: David Bruce Yoffie, Mgmt For For ID: 19540707DA B.6.2 The election of supervisor: Jerry H C Chu, ID: Mgmt For For A121108388 B.7 The proposal to release the prohibition on directors Mgmt For For from participation in competitive business B.8 Extraordinary motions Mgmt For Against -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 933382854 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Meeting Date: 28-Apr-2011 Ticker: JNJ ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For 1B ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For 1C ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For 1D ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Mgmt For For 1E ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For 1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For 1G ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For 1H ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For 1I ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For 1J ELECTION OF DIRECTOR: DAVID SATCHER Mgmt For For 1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For 02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011 03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION Mgmt For For 04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For ON NAMED EXECUTIVE OFFICER COMPENSATION 05 SHAREHOLDER PROPOSAL ON PHARMACEUTICAL PRICE Shr Against For RESTRAINT 06 SHAREHOLDER PROPOSAL ON AMENDMENT TO COMPANY'S Shr Against For EQUAL EMPLOYMENT OPPORTUNITY POLICY 07 SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL Shr Against For METHODS FOR TRAINING -------------------------------------------------------------------------------------------------------------------------- MEDTRONIC, INC. Agenda Number: 933309139 -------------------------------------------------------------------------------------------------------------------------- Security: 585055106 Meeting Type: Annual Meeting Date: 25-Aug-2010 Ticker: MDT ISIN: US5850551061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR RICHARD H. ANDERSON Mgmt For For DAVID L. CALHOUN Mgmt For For VICTOR J. DZAU, M.D. Mgmt For For WILLIAM A. HAWKINS Mgmt For For SHIRLEY A. JACKSON, PHD Mgmt For For JAMES T. LENEHAN Mgmt For For DENISE M. O'LEARY Mgmt For For KENDALL J. POWELL Mgmt For For ROBERT C. POZEN Mgmt For For JEAN-PIERRE ROSSO Mgmt For For JACK W. SCHULER Mgmt For For 2 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS MEDTRONIC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 933331011 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 16-Nov-2010 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For 02 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For 03 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For 04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For 05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For 06 ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For 07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For 08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For 09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For 10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR 11 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shr Against For COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY -------------------------------------------------------------------------------------------------------------------------- NESTLE S A Agenda Number: 702847596 -------------------------------------------------------------------------------------------------------------------------- Security: H57312649 Meeting Type: AGM Meeting Date: 14-Apr-2011 Ticker: ISIN: CH0038863350 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Take No Action ID 799253 DUE TO DELETION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting Take No Action REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Take No Action MEETING NOTICE SENT UNDER MEETING 741313, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 Approval of the annual report, the financial Mgmt Take No Action statements of Nestle S.A. and the consolidated financial statements of the Nestle group for 2010 1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt Take No Action vote) 2 Release of the members of the Board of Directors Mgmt Take No Action and of the Management 3 Appropriation of profits resulting from the Mgmt Take No Action balance sheet of Nestle S.A. 4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt Take No Action Bulcke 4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt Take No Action Koopmann 4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt Take No Action Hanggi 4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt Take No Action Meyers 4.1.5 Re-election to the Board of Directors: Mrs. Mgmt Take No Action Naina Lal Kidwai 4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt Take No Action Hess 4.2 Election to the Board of Directors: Ms. Ann Mgmt Take No Action Veneman (for a term of three years) 4.3 Re-election of the statutory auditors: KPMG Mgmt Take No Action S.A., Geneva branch (for a term of one year) 5 Cancellation of 165 000 000 shares repurchased Mgmt Take No Action under the share buy-back programmes, and reduction of the share capital by CHF 16 500 000 -------------------------------------------------------------------------------------------------------------------------- NINTENDO CO.,LTD. Agenda Number: 703142252 -------------------------------------------------------------------------------------------------------------------------- Security: J51699106 Meeting Type: AGM Meeting Date: 29-Jun-2011 Ticker: ISIN: JP3756600007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting No vote 1. Approve Appropriation of Retained Earnings Mgmt For For 2.1 Appoint a Director Mgmt For For 2.2 Appoint a Director Mgmt For For 2.3 Appoint a Director Mgmt For For 2.4 Appoint a Director Mgmt For For 2.5 Appoint a Director Mgmt For For 2.6 Appoint a Director Mgmt For For 2.7 Appoint a Director Mgmt For For 2.8 Appoint a Director Mgmt For For 2.9 Appoint a Director Mgmt For For 2.10 Appoint a Director Mgmt For For 3.1 Appoint a Corporate Auditor Mgmt For For 3.2 Appoint a Corporate Auditor Mgmt For For 3.3 Appoint a Corporate Auditor Mgmt For For -------------------------------------------------------------------------------------------------------------------------- NOKIA CORP, ESPOO Agenda Number: 702777484 -------------------------------------------------------------------------------------------------------------------------- Security: X61873133 Meeting Type: AGM Meeting Date: 03-May-2011 Ticker: ISIN: FI0009000681 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote 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 1 Opening of the meeting Non-Voting No vote 2 Matters of order for the meeting Non-Voting No vote 3 Election of persons to confirm the minutes and Non-Voting No vote to verify the counting of votes 4 Recording the legal convening of the meeting Non-Voting No vote and quorum 5 Recording the attendance at the meeting and Non-Voting No vote adoption of the list of votes 6 Presentation of the annual accounts, the report Non-Voting No vote of the Board of Directors and the Auditor's report for the year 2010 - Review by the President and CEO 7 Adoption of the annual accounts Mgmt For For 8 Resolution on the use of the profit shown on Mgmt For For the balance sheet and the payment of dividend: The Board proposes to the Annual General Meeting a dividend of EUR 0.40 per share for the fiscal year 2010. The dividend would be paid to shareholders registered in the Register of Shareholders of the Company on the record date of the dividend payment, May 6, 2011. The Board proposes that the dividend will be paid on or about May 20, 2011 9 Resolution on the discharge of the members of Mgmt For For the Board of Directors and the President from liability 10 Resolution on the remuneration of the members Mgmt For For of the Board of Directors: The Board's Corporate Governance and Nomination Committee proposes to the Annual General Meeting that the remuneration payable to the members of the Board to be elected at the Annual General Meeting for a term ending at the Annual General Meeting in 2012, be remain at the same level than during the past three years and be as follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member, excluding the President and CEO if elected to the Board. In addition, the Committee proposes that the Chairman of the Audit Committee and Chairman of the Personnel Committee will each receive an additional annual fee of EUR 25 000 and other members of the Audit Committee an additional annual fee of EUR 10 000 each. The Corporate Governance and Nomination Committee proposes that approximately 40 percent of the remuneration be paid in Nokia shares purchased from the market, which shares shall be retained until the end of the board membership in line with the Nokia policy (except for the shares needed to offset any costs relating to the acquisition of the shares, including taxes). 11 Resolution on the number of members of the Board Mgmt For For of Directors. The Board's Corporate Governance and Nomination Committee proposes to the Annual General Meeting that the number of Board members be eleven 12 Election of members of the Board of Directors: Mgmt For For The Board's Corporate Governance and Nomination Committee proposes to the Annual General Meeting that the following current Nokia Board members be re-elected as members of the Board of Directors for a term ending at the Annual General Meeting in 2012: Dr. Bengt Holmstrom, Prof. Dr. Henning Kagermann, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Dame Marjorie Scardino and Risto Siilasmaa. The Committee also proposes that Jouko Karvinen, Helge Lund, Kari Stadigh and Stephen Elop be elected as new members of the Board for the same term. Jouko Karvinen is CEO of Stora Enso Oyj, Helge Lund President of Statoil Group, Kari Stadigh Group CEO and President of Sampo plc and Stephen Elop President and CEO of Nokia Corporation 13 Resolution on the remuneration of the Auditor: Mgmt For For The Board's Audit Committee proposes to the Annual General Meeting that the external auditor to be elected at the Annual General Meeting be reimbursed according to the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee 14 Election of Auditor: The Board's Audit Committee Mgmt For For proposes to the Annual General Meeting that PricewaterhouseCoopers Oy be re-elected as the Auditor of the Company for the fiscal year 2011 15 Authorizing the Board of Directors to resolve Mgmt For For to repurchase the Company's own shares: The Board proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 360 million Nokia shares by using funds in the unrestricted shareholders' equity. Repurchases will reduce funds available for distribution of profits. The shares may be repurchased in order to develop the capital structure of the Company, finance or carry out acquisitions or other arrangements, settle the Company's equity-based incentive plans, be transferred for other purposes, or be cancelled. The shares may be repurchased either a) through a tender offer made to all the shareholders on equal terms; or b) through public trading by repurchasing the shares in another proportion than that of the current shareholders. It is proposed that the authorization be effective until June 30, 2012 and terminate the corresponding authorization granted by the Annual General Meeting on May 6, 2010 16 Grant of stock options to selected personnel Mgmt For For of Nokia: The Board proposes that as a part of Nokia's Equity Program 2011 selected personnel of Nokia Group be granted a maximum of 35 000 000 stock options, which entitle to subscribe for a maximum of 35 000 000 Nokia shares. The exercise prices (i.e. share subscription prices) of the stock options will be determined at time of their grant on a quarterly basis and the stock options will be divided into sub-categories based on their exercise price. The exercise price for each sub-category of stock options will equal to the trade volume weighted average price of the Nokia share on NASDAQ OMX Helsinki during the predefined period of time within the relevant quarter. The exercise price paid will be recorded in the fund for invested non-restricted equity. Stock options in the plan may be granted until the end of 2013. The Stock options have a term of approximately six years and they will vest three or four years after the grant. The exercise period (i.e. share subscription period) will commence no earlier than July 1, 2014, and terminate no later than December 27, 2019 17 Closing of the meeting Non-Voting No vote CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: http://www.nokia.com/about-nokia/corporate-governance/board-of-directors -------------------------------------------------------------------------------------------------------------------------- NOVO-NORDISK A S Agenda Number: 702814030 -------------------------------------------------------------------------------------------------------------------------- Security: K7314N152 Meeting Type: AGM Meeting Date: 23-Mar-2011 Ticker: ISIN: DK0060102614 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting No vote OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT THE MEETING IS TO SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE IF REQUESTED. THANK YOU CMMT PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS Non-Voting No vote IN DENMARK REQUIRE THE SHARES TO BE REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO YOUR SHARES AND, IF SO, YOUR SHARES ARE REGISTERED IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING. CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote 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 2 Adoption of the audited Annual Report 2010 Mgmt For For 3.1 Approval of remuneration of the Board of Directors Mgmt For For for 2010 3.2 Approval of remuneration level of the Board Mgmt For For of Directors for 2011 4 A resolution to distribute the profit Mgmt For For 5.1.a Election of Sten Scheibye as a member to the Mgmt For For Board of Directors 5.1.b Election of Goran A Ando as a member to the Mgmt For For Board of Directors 5.1.c Election of Bruno Angelici as a member to the Mgmt For For Board of Directors 5.1.d Election of Henrik Gurtler as a member to the Mgmt For For Board of Directors 5.1.e Election of Thomas Paul Koestler as a member Mgmt For For to the Board of Directors 5.1.f Election of Kurt Anker Nielsen as a member to Mgmt For For the Board of Directors 5.1.g Election of Hannu Ryopponen as a member to the Mgmt For For Board of Directors 5.1.h Election of Jorgen Wedel as a member to the Mgmt For For Board of Directors 5.2 The Board of Directors proposes election of Mgmt For For Sten Scheibye as chairman 5.3 The Board of Directors proposes election of Mgmt For For Goran A Ando as vice chairman 6 Re-appointment of PricewaterhouseCoopers as Mgmt For For auditor 7.1 Reduction of the Company's B share capital from Mgmt For For DKK 492,512,800 to DKK 472,512,800 7.2 Authorisation of the Board of Directors to acquire Mgmt For For own shares up to a holding limit of 10% of the share capital 7.3.1 Amendments to the Articles of Asociation: Article Mgmt For For 2 (deletion of article regarding location of registered office) 7.3.2 Amendments to the Articles of Asociation: Article Mgmt For For 7.5 (new article 6.5)(removal of the requirement to advertise the notice calling a general meeting in two daily newspapers) 7.3.3 Amendments to the Articles of Asociation: Article Mgmt For For 11.2 (new article 10.2) (introduction of age limit for nomination of candidates to the Board of Directors) 7.4 Adoption of Remuneration Principles and consequential Mgmt For For amendment of article 15 (new article 14) -------------------------------------------------------------------------------------------------------------------------- PETROCHINA CO LTD Agenda Number: 702887855 -------------------------------------------------------------------------------------------------------------------------- Security: Y6883Q104 Meeting Type: AGM Meeting Date: 18-May-2011 Ticker: ISIN: CNE1000003W8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110331/LTN20110331790.pdf 1 To consider and approve the Report of the Board Mgmt For For of Directors of the Company for the year 2010 2 To consider and approve the Report of the Supervisory Mgmt For For Committee of the Company for the year 2010 3 To consider and approve the Audited Financial Mgmt For For Statements of the Company for the year 2010 4 To consider and approve the declaration and Mgmt For For payment of the final dividends for the year ended 31 December 2010 in the amount and in the manner recommended by the Board of Directors 5 To consider and approve the authorisation of Mgmt For For the Board of Directors to determine the distribution of interim dividends for the year 2011 6 To consider and approve the continuation of Mgmt For For appointment of PricewaterhouseCoopers, Certified Public Accountants, as the international auditors of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company Limited, Certified Public Accountants, as the domestic auditors of the Company, for the year 2011 and to authorise the Board of Directors to fix their remuneration 7.A To consider and approve the election of Mr Jiang Mgmt For For Jiemin as Director of the Company 7.B To consider and approve the election of Mr Zhou Mgmt For For Jiping as Director of the Company 7.C To consider and approve the election of Mr Wang Mgmt For For Yilin as Director of the Company 7.D To consider and approve the election of Mr Li Mgmt For For Xinhua as Director of the Company 7.E To consider and approve the election of Mr Liao Mgmt For For Yongyuan as Director of the Company 7.F To consider and approve the election of Mr Wang Mgmt For For Guoliang as Director of the Company 7.G To consider and approve the election of Mr Wang Mgmt For For Dongjin as Director of the Company 7.H To consider and approve the election of Mr Yu Mgmt For For Baocai as Director of the Company 7.I To consider and approve the election of Mr Ran Mgmt For For Xinquan as Director of the Company 7.J To consider and approve the election of Mr Liu Mgmt For For Hongru as independent Director of the Company 7.K To consider and approve the election of Mr Franco Mgmt For For Bernabe as independent Director of the Company 7.L To consider and approve the election of Mr Li Mgmt For For Yongwu as independent Director of the Company 7.M To consider and approve the election of Mr Cui Mgmt For For Junhui as independent Director of the Company 7.N To consider and approve the election of Mr Chen Mgmt For For Zhiwu as independent Director of the Company 8.A To consider and approve the election of Mr Chen Mgmt For For Ming as Supervisor of the Company 8.B To consider and approve the election of Mr Guo Mgmt For For Jinping as Supervisor of the Company 8.C To consider and approve the election of Mr Wen Mgmt For For Qingshan as Supervisor of the Company 8.D To consider and approve the election of Mr Sun Mgmt For For Xianfeng as Supervisor of the Company 8.E To consider and approve the election of Mr Li Mgmt For For Yuan as independent Supervisor of the Company 8.F To consider and approve the election of Mr Wang Mgmt For For Daocheng as independent Supervisor of the Company 9 To consider and approve, by way of special resolution, Mgmt For For to grant a general mandate to the Board of Directors to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares in the Company not exceeding 20% of each of its existing domestic shares and overseas listed foreign shares of the Company in issue 10 To consider and approve, by way of special resolution, Mgmt For For to unconditionally grant a general mandate to determine and handle the issue of debt of financing instruments of the Company in the outstanding balance amount of up to RMB100 billion, upon such terms and conditions to be determined by the Board of Director CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote IN RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- QUALCOMM, INCORPORATED Agenda Number: 933365947 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 08-Mar-2011 Ticker: QCOM ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR BARBARA T. ALEXANDER Mgmt For For STEPHEN M. BENNETT Mgmt For For DONALD G. CRUICKSHANK Mgmt For For RAYMOND V. DITTAMORE Mgmt For For THOMAS W. HORTON Mgmt For For IRWIN MARK JACOBS Mgmt For For PAUL E. JACOBS Mgmt For For ROBERT E. KAHN Mgmt For For SHERRY LANSING Mgmt For For DUANE A. NELLES Mgmt For For FRANCISCO ROS Mgmt For For BRENT SCOWCROFT Mgmt For For MARC I. STERN Mgmt For For 02 TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, Mgmt For For AS AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE RESERVE BY 65,000,000 SHARES. 03 TO APPROVE AN AMENDMENT TO THE 2001 EMPLOYEE Mgmt For For STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE BY 22,000,000 SHARES. 04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING SEPTEMBER 25, 2011. 05 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 06 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF Mgmt 3 Years For FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. 07 TO ACT ON A STOCKHOLDER PROPOSAL, IF PROPERLY Shr Against For PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- SAP AG, WALLDORF/BADEN Agenda Number: 702969140 -------------------------------------------------------------------------------------------------------------------------- Security: D66992104 Meeting Type: AGM Meeting Date: 25-May-2011 Ticker: ISIN: DE0007164600 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote MEETING IS 04 MAY 2011, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 Non-Voting No vote MAY 2011. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. Presentation of the adopted annual financial Non-Voting No vote statements and the approved group financial statements, the combined management report and group management report of SAP AG, including the Executive Board's explanatory notes relating to the information provided pursuant to Sections 289 (4) and (5) and 315 (4) of the German Commercial Code (HGB), and the Supervisory Board's report, each for fiscal year 2010 2. Resolution on the appropriation of the retained Mgmt For For earnings of fiscal year 2010 3. Resolution on the formal approval of the acts Mgmt For For of the Executive Board in fiscal year 2010 4. Resolution on the formal approval of the acts Mgmt For For of the Supervisory Board in fiscal year 2010 5. Appointment of the auditors of the financial Mgmt For For statements and group financial statements for fiscal year 2011 6. Resolution on the amendment to Section 4 of Mgmt For For the Articles of Incorporation to reflect changes in the capital structure since the Articles of Incorporation were last amended as well as on the cancellation of Contingent Capital VI and the corresponding amendment to Section 4 of the Articles of Incorporation 7. Resolution on the authorization of the Executive Mgmt For For Board to issue convertible and/or warrant-linked bonds, the option to exclude shareholders' subscription rights, the cancellation of Contingent Capital IV and Contingent Capital IVa, the creation of new Contingent Capital IV and the corresponding amendment to Section 4 of the Articles of Incorporation 8. Resolution on the approval of a Control and Mgmt For For Profit Transfer Agreement between SAP AG and a subsidiary -------------------------------------------------------------------------------------------------------------------------- SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933377106 -------------------------------------------------------------------------------------------------------------------------- Security: 806857108 Meeting Type: Annual Meeting Date: 06-Apr-2011 Ticker: SLB ISIN: AN8068571086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: P. CAMUS Mgmt For For 1B ELECTION OF DIRECTOR: P. CURRIE Mgmt For For 1C ELECTION OF DIRECTOR: A. GOULD Mgmt For For 1D ELECTION OF DIRECTOR: T. ISAAC Mgmt For For 1E ELECTION OF DIRECTOR: K.V. KAMATH Mgmt For For 1F ELECTION OF DIRECTOR: N. KUDRYAVTSEV Mgmt For For 1G ELECTION OF DIRECTOR: A. LAJOUS Mgmt For For 1H ELECTION OF DIRECTOR: M.E. MARKS Mgmt For For 1I ELECTION OF DIRECTOR: E. MOLER Mgmt For For 1J ELECTION OF DIRECTOR: L.R. REIF Mgmt For For 1K ELECTION OF DIRECTOR: T.I. SANDVOLD Mgmt For For 1L ELECTION OF DIRECTOR: H. SEYDOUX Mgmt For For 1M ELECTION OF DIRECTOR: P. KIBSGAARD Mgmt For For 1N ELECTION OF DIRECTOR: L.S. OLAYAN Mgmt For For 02 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For COMPENSATION. 03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 2 Years For VOTES ON EXECUTIVE COMPENSATION. 04 TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES Mgmt For For OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON SHARE CAPITAL. 05 TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES Mgmt For For OF INCORPORATION TO CLARIFY THE VOTING STANDARD IN CONTESTED DIRECTOR ELECTIONS AND TO MAKE CERTAIN OTHER CHANGES. 06 TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS Mgmt For For AND DECLARATION OF DIVIDENDS. 07 TO APPROVE THE APPOINTMENT OF THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- SCHRODERS Agenda Number: 702873971 -------------------------------------------------------------------------------------------------------------------------- Security: G7860B102 Meeting Type: AGM Meeting Date: 05-May-2011 Ticker: ISIN: GB0002405495 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Report and Accounts Mgmt For For 2 Final dividend Mgmt For For 3 Remuneration report Mgmt For For 4 Re-elect Michael Dobson Mgmt For For 5 Re-elect Massimo Tosato Mgmt For For 6 Re-elect Andrew Beeson Mgmt For For 7 Re-elect Bruno Schroder Mgmt For For 8 Re-appoint PricewaterhouseCoopers LLP as auditors Mgmt For For 9 Authority for the Directors to fix the auditors' Mgmt For For remuneration 10 Authority to allot shares Mgmt For For 11 Adoption of Schroders Equity Compensation Plan Mgmt For For 2011 12 Adoption of Schroders Share Option Plan 2011 Mgmt For For 13 Authority to purchase own shares Mgmt For For 14 Notice of general meetings Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SIEMENS A G Agenda Number: 702738545 -------------------------------------------------------------------------------------------------------------------------- Security: D69671218 Meeting Type: AGM Meeting Date: 25-Jan-2011 Ticker: ISIN: DE0007236101 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote DEPENDING ON SOME SUBCUSTODIANS' PROCESSING IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. 1. To receive and consider the Report of the supervisory Non-Voting No vote Board, the corporate Governance Report and the Compensation Report as well as the Compliance Report for fiscal year 2010 2. To receive and consider the adopted Annual Financial Non-Voting No vote Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management's Discussion and Analysis of Siemens AG and the Siemens Group, including the Explanatory Report on the information required pursuant to section 289 (4) and (5) and section 315 (4) of the German Code (HGB) as of September 30, 2010 3. To resolve on the allocation of net income of Mgmt For For siemens AG to pay a dividend 4. To ratify the acts of the members of the Managing Mgmt For For Board 5. To ratify the acts of the members of the Supervisory Mgmt For For Board 6. To resolve on the approval of the compensation Mgmt For For system for Managing Board members 7. To resolve on the appointment of independent Mgmt For For auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements 8. To resolve on the authorization to repurchase Mgmt For For and use Siemens shares and to exclude shareholders' subscription and tender rights 9. To resolve on the authorization to use derivatives Mgmt For For in connection with the repurchase of Siemens shares pursuant to section 71 (1), no. 8, of the German Corporation Act (AktG), and to exclude shareholders' subscription and tender rights 10. To resolve on the creation of an Authorized Mgmt For For Capital 2011 reserved for the issuance to employees with shareholders' subscription rights excluded, and related amendments to the Articles of Association 11. To resolve on the adjustment of Supervisory Mgmt For For Board compensation and the related amendments to the Articles of Association 12. To resolve on the approval of a profit-and-loss Mgmt For For transfer agreement between Siemens AG and a subsidiary 13. To resolve on the authorization of the managing Mgmt For For Board to issue convertible bonds and/or warrant bonds and exclude shareholders' subscription rights, and to resolve on the creation of a Conditional Capital 2011 and related amendments to the Articles of Association 14. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For Resolution on an amendment to section 2 of the Articles of Association of Siemens AG -------------------------------------------------------------------------------------------------------------------------- SINGAPORE EXCHANGE LTD Agenda Number: 702606801 -------------------------------------------------------------------------------------------------------------------------- Security: Y79946102 Meeting Type: AGM Meeting Date: 07-Oct-2010 Ticker: ISIN: SG1J26887955 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receive and adopt the Directors' report and Mgmt For For audited financial statements for the FYE 30 JUN 2010 and the Auditor's report thereon 2 Declare a one-tier tax exempt final dividend Mgmt For For amounting to 15.75 cents per share for the FYE 30 JUN 2010; (FY 2009: 15.5 cents per share) 3 Re-appoint Mr. J.Y. Pillay as a Director, pursuant Mgmt For For to Section 153(6) of the Companies Act, Chapter 50 of Singapore, to hold office from the date of this AGM until the next AGM of the Company 4 Re-appoint Mr. Robert Owen as a Director, pursuant Mgmt For For to Section 153(6) of the Companies Act, Chapter 50 of Singapore, to hold office from the date of this AGM until the next AGM of the Company 5 Re-elect Mr. Chew Choon Seng as a Director, Mgmt For For who retires by rotation under Article 99A of the Company's Articles of Association (the "Articles") 6 Re-elect Mr. Loh Boon Chye as a Director, who Mgmt For For retires by rotation under Article 99A of the Company's Articles of Association (the "Articles") 7 Re-elect Mr. Ng Kee Choe as a Director, who Mgmt For For retires by rotation under Article 99A of the Company's Articles of Association (the "Articles") 8 Re-elect Mr. Magnus Bocker, who will cease to Mgmt For For hold office under Article 104 of the Articles 9 Approve the sum of SGD 750,000 to be paid to Mgmt For For the Chairman as Director's fees, and the provision to him of transport benefits, including a car and a driver, for the FYE 30 JUN 2011; (FY 2010: up to SGD 750,000 and transport benefits, including a car and a driver) 10 Approve the sum of up to SGD 1,200,000 to be Mgmt For For paid to all Directors (other than the Chairman and the Chief Executive Officer) as Directors' fees for the FYE 30 JUN 2011; (FY 2010: up to SGD 1,200,000) 11 Re-appoint Messrs PricewaterhouseCoopers LLP Mgmt For For as the Auditor of the Company and authorize the Directors to fix their remuneration 12 Appointment of Mr. Thaddeus Beczak as a Director Mgmt For For of the Company pursuant to Article 104 of the Articles 13 Authorize the Directors of the Company to: a) Mgmt For For i) issue shares in the capital of the Company ("shares") whether by way of rights, bonus or otherwise; and/or ii) make or grant offers, agreements or options (collectively, "Instruments") that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and b)(not withstanding the authority conferred by this resolution may have ceased to be in force) issue shares in pursuance of any instrument made or granted by the directors while this resolution was in force, provided that: CONTD CONTD CONTD 1) the aggregate number of shares to be Non-Voting No vote issued pursuant to this resolution (including shares to be issued in pursuance of instruments made or granted pursuant to this resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-Paragraph 2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed 10% of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-Paragraph 2) below); 2) (subject to such manner of calculation as may be CONTD CONTD CONTD prescribed by the Singapore Exchange Securities Non-Voting No vote Trading Limited ("SGX-ST")) for the purpose of determining the aggregate number of shares that may be issued under sub-Paragraph 1) above, the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time this resolution is passed, after adjusting for: i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this resolution is passed; and ii) any subsequent bonus issue or consolidation or subdivision of shares; CONTD. CONTD 3) in exercising the authority conferred by Non-Voting No vote this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the Monetary Authority of Singapore) and the Articles of Association for the time being of the Company; and 4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held, whichever is the earlier 0 Transact such other business Non-Voting No vote CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote IN TEXT OF RESOLUTION NUMBER 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SINGAPORE EXCHANGE LTD Agenda Number: 702612260 -------------------------------------------------------------------------------------------------------------------------- Security: Y79946102 Meeting Type: EGM Meeting Date: 07-Oct-2010 Ticker: ISIN: SG1J26887955 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Authorize the Directors of the Company, for Mgmt For For the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the "Companies Act"), to purchase or otherwise acquire issued ordinary shares in the capital of the Company ("Shares") not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), whether by way of: i) market purchase(s) on the Singapore Exchange Securities Trading Limited ("SGX-ST") and/or any other securities exchange on which the Shares may for the time being be listed and quoted ("Other Exchange"); and/or ii) off-market purchase(s) (if effected otherwise than on the SGX-ST or, as the case may be, Other Exchange) in accordance with any equal access scheme(s) as may be determined or formulated by the Directors as they consider fit, which scheme(s) shall satisfy all the conditions prescribed by the Companies Act, and otherwise in accordance with all other laws and regulations and rules of the SGX-ST or, as the case may be, Other Exchange as may for the time being be applicable, be and is hereby authorised and approved generally and unconditionally (the "Share Purchase Mandate"); b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earlier of: i) the date on which the next AGM of the Company is held; and ii) the date by which the next AGM of the Company is required by law to be held; c) in this Resolution: "Average Closing Price" means the average of the closing market prices of a Share over the five consecutive trading days on which the Shares are transacted on the SGX-ST or, as the case may be, Other Exchange immediately preceding the date of the market purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase, and deemed to be adjusted, in accordance with the listing rules of the SGX-ST, for any corporate action that occurs after the relevant five-day period; "date of the making of the offer" means the date on which the Company makes an offer for the purchase or acquisition of Shares from holders of Shares stating therein the relevant terms of the equal access scheme for effecting the off-market purchase; "Maximum Percentage" means that number of issued Shares representing 10% of the total number of issued Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares as at that date); and "Maximum Price" in relation to a Share to be purchased or acquired, means the purchase price (excluding brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed: i) in the case of a market purchase of a Share, 105% of the Average Closing Price of the Shares; and ii) in the case of an off-market purchase of a Share, 110% of the Average Closing Price of the Shares; and d) authorize the Directors of the Company and/or any of them to complete and do all such acts and things (including executing such documents as may be required) as they and/or he may consider expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution -------------------------------------------------------------------------------------------------------------------------- SUBSEA 7 S A Agenda Number: 703065955 -------------------------------------------------------------------------------------------------------------------------- Security: L00306AB3 Meeting Type: AGM Meeting Date: 27-May-2011 Ticker: ISIN: XS0267243417 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting No vote SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK YOU 1 To consider (i) the management reports of the Non-Voting No vote Board of Directors of the Company in respect of the unconsolidated and consolidated financial statements of the Company and (ii) the reports of Deloitte S.A., Luxembourg, Authorised Statutory Auditor ("Reviseur d'entreprises agree") on the unconsolidated and consolidated financial statements of the Company, for the fiscal year ended November 30, 2010 2 To approve the unconsolidated financial statements Non-Voting No vote of the Company for the fiscal year ended November 30, 2010 3 To approve the consolidated financial statements Non-Voting No vote of the Company for the fiscal year ended November 30, 2010 4 To approve the allocation of profits to the Non-Voting No vote legal reserve and the carry forward reserve 5 To discharge the Board of Directors of the Company Non-Voting No vote in respect of the proper performance of their duties for the fiscal year ended November 30, 2010 6 To authorise the Company, or any wholly-owned Non-Voting No vote subsidiary or subsubsidiary, to purchase Common Shares of the Company up to a maximum of 10% of the issued Common Shares net of the Common Shares previously repurchased and still held, at a price reflecting such open market price and on such other terms as shall be determined by the Board of Directors of the Company, provided (a) the maximum price to be paid for such Common Shares shall not exceed the average closing price for such Common Shares on the Oslo Bors for the five most recent trading days prior to such purchase and b) the minimum price to be paid for such Common Shares shall not be less than the par value (i.e. USD2.00 per share) thereof and further provided such purchases are in conformity with Article 49-2 of the Luxembourg Company Law, such authorisation CONTD CONT CONTD being granted for purchases completed Non-Voting No vote on or before May 26, 2016 7 To elect Deloitte S.A., Luxembourg as Authorised Non-Voting No vote Statutory Auditor ("Reviseur d'entreprises agree") to audit the unconsolidated and consolidated financial statements of the Company, for a term to expire at the next Annual General Meeting of Shareholders -------------------------------------------------------------------------------------------------------------------------- SUNCOR ENERGY INC. Agenda Number: 933395508 -------------------------------------------------------------------------------------------------------------------------- Security: 867224107 Meeting Type: Annual Meeting Date: 03-May-2011 Ticker: SU ISIN: CA8672241079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MEL E. BENSON Mgmt For For DOMINIC D'ALESSANDRO Mgmt For For JOHN T. FERGUSON Mgmt For For W. DOUGLAS FORD Mgmt For For RICHARD L. GEORGE Mgmt For For PAUL HASELDONCKX Mgmt For For JOHN R. HUFF Mgmt For For JACQUES LAMARRE Mgmt For For BRIAN F. MACNEILL Mgmt For For MAUREEN MCCAW Mgmt For For MICHAEL W. O'BRIEN Mgmt For For JAMES W. SIMPSON Mgmt For For EIRA THOMAS Mgmt For For 02 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS AUDITOR OF SUNCOR ENERGY INC. FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION AS SUCH. 03 TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION Mgmt For For DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- SYNGENTA AG Agenda Number: 702839020 -------------------------------------------------------------------------------------------------------------------------- Security: H84140112 Meeting Type: AGM Meeting Date: 19-Apr-2011 Ticker: ISIN: CH0011037469 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote MEETING NOTICE SENT UNDER MEETING 751532, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 Approval of the annual report, including the Mgmt Take No Action annual financial statements and the group consolidated financial statements for the year 2010 1.2 Consultative vote on the compensation system Mgmt Take No Action 2 Discharge of the members of the board of directors Mgmt Take No Action and the executive committee 3 Reduction of share capital by cancellation of Mgmt Take No Action repurchased shares 4.1 Appropriation of available earnings 2010 Mgmt Take No Action 4.2 Conversion and appropriation of reserves from Mgmt Take No Action capital contributions (dividend from reserves from capital contributions) 5.1 Re-election of Martin Taylor to the board of Mgmt Take No Action directors 5.2 Re-election of Peter Thompson to the board of Mgmt Take No Action directors 5.3 Re-election of Rolf Watter to the board of directors Mgmt Take No Action 5.4 Re-election of Felix A. Weber to the board of Mgmt Take No Action directors 6 Election of the auditors: Ernst and Young Ag Mgmt Take No Action 7 Ad-hoc Mgmt Take No Action -------------------------------------------------------------------------------------------------------------------------- TECK RESOURCES LIMITED Agenda Number: 933389062 -------------------------------------------------------------------------------------------------------------------------- Security: 878742204 Meeting Type: Annual Meeting Date: 20-Apr-2011 Ticker: TCK ISIN: CA8787422044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR I. ABE Mgmt For For M.M. ASHAR Mgmt For For J.B. AUNE Mgmt For For J.H. BENNETT Mgmt For For H.J. BOLTON Mgmt For For F.P. CHEE Mgmt For For J.L. COCKWELL Mgmt For For N.B. KEEVIL Mgmt For For N.B. KEEVIL III Mgmt For For T. KURIYAMA Mgmt For For D.R. LINDSAY Mgmt For For J.G. RENNIE Mgmt For For W.S.R. SEYFFERT Mgmt For For C.M. THOMPSON Mgmt For For 02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For AND TO AUTHORIZE THE DIRECTORS TO FIX THE AUDITORS' REMUNERATION. 03 TO APPROVE THE ADVISORY RESOLUTION ON THE CORPORATION'S Mgmt For For APPROACH TO EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- THE COCA-COLA COMPANY Agenda Number: 933380418 -------------------------------------------------------------------------------------------------------------------------- Security: 191216100 Meeting Type: Annual Meeting Date: 27-Apr-2011 Ticker: KO ISIN: US1912161007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For 1B ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt For For 1C ELECTION OF DIRECTOR: HOWARD G. BUFFETT Mgmt For For 1D ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For 1E ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For 1F ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For 1G ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For 1H ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For 1I ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Mgmt For For 1J ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For 1K ELECTION OF DIRECTOR: SAM NUNN Mgmt For For 1L ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For 1M ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For 1N ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt Against Against 1O ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT AUDITORS 03 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For UNDER THE PERFORMANCE INCENTIVE PLAN OF THE COCA-COLA COMPANY TO PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS 04 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For UNDER THE COCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN TO PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS 05 ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY Mgmt For For ON PAY VOTE) 06 ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE Mgmt 1 Year For SAY ON PAY VOTE 07 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shr Against For -------------------------------------------------------------------------------------------------------------------------- THE SWATCH GROUP AG Agenda Number: 703065070 -------------------------------------------------------------------------------------------------------------------------- Security: H83949133 Meeting Type: AGM Meeting Date: 31-May-2011 Ticker: ISIN: CH0012255144 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 832726 DUE TO ADDITION OF RESOLUTIONS AND CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THE NOTICE FOR THIS MEETING Non-Voting No vote WAS RECEIVED AFTER THE REGISTRATION DEADLINE. IF YOUR SHARES WERE REGISTERED PRIOR TO THE DEADLINE OF 10 MAY 2011 [BOOK CLOSING/REGISTRATION DEADLINE DATE], YOUR VOTING INSTRUCTIONS WILL BE ACCEPTED FOR THIS MEETING. HOWEVER, VOTING INSTRUCTIONS FOR SHARES THAT WERE NOT REGISTERED PRIOR TO THE REGISTRATION DEADLINE WILL NOT BE ACCEPTED. 1.1 2010 Annual Report of the Board of Directors Non-Voting No vote 1.2 2010 Financial Statements (Balance Sheet, Income Non-Voting No vote Statement and Notes) and 2010 Consolidated Financial Statements 1.3 Statutory Auditors' Report Non-Voting No vote 1.4 Approval of the Reports and the Financial Statements Mgmt Take No Action 2 The Board of Directors recommends that the General Mgmt Take No Action Meeting shall discharge all members of the Board of Directors for the financial year 2010 3 The Board of Directors recommends that the General Mgmt Take No Action Meeting appropriates the 2010 profit of CHF 607,596,832.93 resulting from the balance sheet (net income as of 31.12.2010 of CHF 581,132,548.68 plus balance brought forward from the previous year of CHF 26,464,284.25) as follows: Dividend on share capital of CHF 125,210,250.00 - CHF 1.00 per registered share with a par value of CHF 0.45, CHF 124,045,000.00 - CHF 5.00 per bearer share with a par value of CHF 2.25, CHF 154,200,000.00 Allocation to special reserve CHF 300,000,000.00 Net income brought forward CHF 29,351,832.93 Total CHF 607,596,832.93 NB: The Group intends not to pay a dividend to the subsidiaries of which it is a 100% owner 4 The Board of Directors recommends that the General Mgmt Take No Action Meeting appoints PricewaterhouseCoopers Ltd for another period of one year as Statutory Auditors PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting Take No Action OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- WAL-MART STORES, INC. Agenda Number: 933425236 -------------------------------------------------------------------------------------------------------------------------- Security: 931142103 Meeting Type: Annual Meeting Date: 03-Jun-2011 Ticker: WMT ISIN: US9311421039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For 1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For 1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For 1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For 1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For 1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt For For 1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For 1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For 1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For 1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For 1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For 1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For 1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For 1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For 1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt For For 02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For ACCOUNTANTS 03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For 04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For VOTES ON EXECUTIVE COMPENSATION 05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For 06 POLITICAL CONTRIBUTIONS REPORT Shr Against For 07 SPECIAL SHAREOWNER MEETINGS Shr Against For 08 REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY Shr Against For REPORT 09 CLIMATE CHANGE RISK DISCLOSURE Shr Against For * Management position unknown SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) CALAMOS GLOBAL TOTAL RETURN FUND By (Signature) /s/ John P. Calamos, Sr. Name John P. Calamos, Sr. Title President Date 08/31/2011