UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-09815
THE ARBITRAGE FUNDS
(exact name of registrant as specified in charter)
41 Madison Avenue, 42nd Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
John S. Orrico
Water Island Capital, LLC
41 Madison Avenue
42nd Floor
New York, NY 10010
(Name and address of agent for service)
Registrant’s Telephone Number, including Area Code: 212-259-2655
Date of fiscal year end: May 31
Date of reporting period: July 1, 2014 - June 30, 2015
Item 1 – Proxy Voting Record.
THE ARBITRAGE FUND
Investment Company Report | ||||||
SFG AUSTRALIA LTD, SYDNEY | ||||||
Security | Q84386103 | Meeting Type | Scheme Meeting | |||
Ticker Symbol | Meeting Date | 01-Aug-2014 | ||||
ISIN | AU000000SFW8 | Agenda | 705433251 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE IN THE EVENT THE MEETING | Non-Voting | ||||
DOES NOT REACH QUORUM, THERE WILL | ||||||
BE A-SECOND CALL ON 06 AUG 2014. | ||||||
CONSEQUENTLY, YOUR VOTING | ||||||
INSTRUCTIONS WILL-REMAIN VALID FOR ALL | ||||||
CALLS UNLESS THE AGENDA IS AMENDED. | ||||||
THANK YOU. | ||||||
1 | THAT PURSUANT TO AND IN ACCORDANCE | Management | For | For | ||
WITH THE PROVISIONS OF SECTION 411 OF | ||||||
THE CORPORATIONS ACT, THE MEMBERS | ||||||
APPROVE THE ARRANGEMENT PROPOSED | ||||||
BETWEEN SFG AUSTRALIA LIMITED AND | ||||||
THE HOLDERS OF ITS FULLY PAID | ||||||
ORDINARY SHARES, DESIGNATED THE | ||||||
"SCHEME", AS CONTAINED IN AND MORE | ||||||
PARTICULARLY DESCRIBED IN THE | ||||||
EXPLANATORY MEMORANDUM | ||||||
ACCOMPANYING THE NOTICE CONVENING | ||||||
THIS MEETING (WITH OR WITHOUT ANY | ||||||
MODIFICATIONS OR CONDITIONS | ||||||
APPROVED BY THE COURT TO WHICH SFG | ||||||
AUSTRALIA LIMITED AGREES) AND, | ||||||
SUBJECT TO APPROVAL OF THE SCHEME | ||||||
BY THE COURT, THE SFGA BOARD IS | ||||||
AUTHORISED TO IMPLEMENT THE SCHEME | ||||||
WITH ANY SUCH MODIFICATIONS OR | ||||||
CONDITIONS | ||||||
KENTZ CORPORATION LIMITED, ST. HELIER | ||||||
Security | G5253R106 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 11-Aug-2014 | ||||
ISIN | JE00B28ZGP75 | Agenda | 705476984 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE | Non-Voting | ||||
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' | ||||||
FOR-RESOLUTION "1", ABSTAIN IS NOT A | ||||||
VOTING OPTION ON THIS MEETING | ||||||
1 | TO APPROVE THE SCHEME IN | Management | For | For | ||
ACCORDANCE WITH THE TERMS OF THE | ||||||
NOTICE CONVENING THE COURT MEETING | ||||||
KENTZ CORPORATION LIMITED, ST. HELIER | ||||||
Security | G5253R106 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 11-Aug-2014 | ||||
ISIN | JE00B28ZGP75 | Agenda | 705478609 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO GIVE EFFECT TO THE SCHEME OF | Management | For | For | ||
ARRANGEMENT BETWEEN THE COMPANY | ||||||
AND THE SCHEME SHAREHOLDERS (THE | ||||||
'SCHEME'): 1. TO AUTHORISE THE | ||||||
DIRECTORS OF THE COMPANY TO TAKE ALL | ||||||
SUCH ACTION AS THEY MAY CONSIDER | ||||||
NECESSARY OR APPROPRIATE; AND 2. TO | ||||||
MAKE CERTAIN AMENDMENTS TO THE | ||||||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY, IN EACH CASE AS MORE | ||||||
PARTICULARLY SET OUT IN THE NOTICE OF | ||||||
EXTRAORDINARY GENERAL MEETING TO | ||||||
WHICH THIS PROXY RELATES | ||||||
GOODPACK LTD, SINGAPORE | ||||||
Security | Y2808U106 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 14-Aug-2014 | ||||
ISIN | SG1I78884307 | Agenda | 705486911 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | THAT THE SCHEME OF ARRANGEMENT | Management | For | For | ||
DATED 30 JULY 2014 PROPOSED TO BE | ||||||
MADE PURSUANT TO SECTION 210 OF THE | ||||||
COMPANIES ACT, CHAPTER 50 OF | ||||||
SINGAPORE, BETWEEN (I) THE COMPANY, | ||||||
(II) SHAREHOLDERS AND (III) IBC CAPITAL | ||||||
LIMITED, A COPY OF WHICH HAS BEEN | ||||||
CIRCULATED WITH THE NOTICE CONVENING | ||||||
THIS COURT MEETING, BE AND IS HEREBY | ||||||
APPROVED | ||||||
CMMT | 05 AUG 2014: PLEASE NOTE THAT ABSTAIN | Non-Voting | ||||
IS NOT A VALID VOTE OPTION FOR THIS | ||||||
MEET-ING TYPE. PLEASE CHOOSE | ||||||
BETWEEN "FOR" AND "AGAINST" ONLY. | ||||||
SHOULD YOU CHOOSE TO-VOTE ABSTAIN | ||||||
FOR THIS MEETING THEN YOUR VOTE WILL | ||||||
BE DISREGARDED BY THE ISSUE-R OR | ||||||
ISSUERS AGENT. | ||||||
CMMT | 05 AUG 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO ADDITION OF COMMENT. | ||||||
I-F YOU HAVE ALREADY SENT IN YOUR | ||||||
VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLESS YOU DEC-IDE TO AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
ZIGGO N.V., UTRECHT | ||||||
Security | N9837R105 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 26-Aug-2014 | ||||
ISIN | NL0006294290 | Agenda | 705445888 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | OPENING | Non-Voting | ||||
2 | PUBLIC OFFER | Non-Voting | ||||
3.A | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: APPROVAL OF THE ASSET | ||||||
SALE (AS DEFINED BELOW) AS REQUIRED | ||||||
UNDER SECTION 2:107A DCC | ||||||
3.B | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: CONDITIONAL RESOLUTION | ||||||
TO DISSOLVE (ONTBINDEN) AND LIQUIDATE | ||||||
(VEREFFENEN) ZIGGO IN ACCORDANCE | ||||||
WITH SECTION 2:19 OF THE DCC | ||||||
3.C | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: CONDITIONAL RESOLUTION | ||||||
TO APPOINT ZIGGO B.V. AS THE CUSTODIAN | ||||||
OF THE BOOKS AND RECORDS OF ZIGGO IN | ||||||
ACCORDANCE WITH SECTION 2:24 OF THE | ||||||
DCC | ||||||
4.A | CORPORATE GOVERNANCE STRUCTURE | Management | For | For | ||
ZIGGO: AMENDMENT OF ZIGGO'S ARTICLES | ||||||
OF ASSOCIATION (THE ARTICLES OF | ||||||
ASSOCIATION) EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE | ||||||
4.B | CORPORATE GOVERNANCE STRUCTURE | Management | For | For | ||
ZIGGO: AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION EFFECTIVE AS PER THE DATE | ||||||
OF DELISTING FROM EURONEXT | ||||||
AMSTERDAM | ||||||
5 | PROFILE SUPERVISORY BOARD: | Non-Voting | ||||
CONDITIONAL AMENDMENT OF THE- | ||||||
PROFILE(PROFIELSCHETS) OF THE | ||||||
SUPERVISORY BOARD | ||||||
6.A | APPOINTMENT MEMBERS OF THE | Non-Voting | ||||
SUPERVISORY BOARD: NOTIFICATION TO | ||||||
THE GENERAL-MEETING OF THE VACANCIES | ||||||
IN THE SUPERVISORY BOARD | ||||||
6.B | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: RESOLUTION OF | ||||||
THE GENERAL MEETING NOT TO MAKE USE | ||||||
OF ITS RIGHT TO MAKE | ||||||
RECOMMENDATIONS FOR THE PROPOSAL | ||||||
TO APPOINT MEMBERS OF THE | ||||||
SUPERVISORY BOARD WITH DUE | ||||||
OBSERVANCE OF THE PROFILE | ||||||
6.C | APPOINTMENT MEMBERS OF THE | Non-Voting | ||||
SUPERVISORY BOARD: ANNOUNCEMENT TO | ||||||
THE GENERAL-MEETING OF MR. DIEDERIK | ||||||
KARSTEN, MR. RITCHY DROST, MR. JAMES | ||||||
RYAN AND MR.-HUUB WILLEMS NOMINATED | ||||||
FOR CONDITIONAL APPOINTMENT AS | ||||||
MEMBERS OF THE-SUPERVISORY BOARD | ||||||
6.D | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. DIEDERIK KARSTEN | ||||||
AS MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.E | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. RITCHY DROST AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.F | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. JAMES RYAN AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.G | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. HUUB WILLEMS AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
7 | CONDITIONAL ACCEPTANCE OF | Management | For | For | ||
RESIGNATION AND GRANTING OF FULL AND | ||||||
FINAL DISCHARGE FROM LIABILITY FOR | ||||||
EACH OF THE RESIGNING MEMBERS OF THE | ||||||
SUPERVISORY BOARD, IN CONNECTION | ||||||
WITH HIS/HER CONDITIONAL RESIGNATION | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
(AS DEFINED IN THE AGENDA WITH | ||||||
EXPLANATORY NOTES): MR. ANDREW | ||||||
SUKAWATY, MR. DAVID BARKER, MR. | ||||||
JOSEPH SCHULL, MS. PAMELA | ||||||
BOUMEESTER, MR. DIRK-JAN VAN DEN | ||||||
BERG AND MR. ANNE WILLEM KIST | ||||||
8 | VACANCY MANAGEMENT BOARD: MR. | Non-Voting | ||||
BAPTIEST COOPMANS | ||||||
9 | RESIGNATION AND DISCHARGE MEMBERS | Management | For | For | ||
OF THE MANAGEMENT BOARD: MR. RENE | ||||||
OBERMANN, MR. PAUL HENDRIKS AND MR. | ||||||
HENDRIK DE GROOT | ||||||
10 | ANY OTHER BUSINESS | Non-Voting | ||||
11 | CLOSE OF MEETING | Non-Voting | ||||
CMMT | 19 AUG 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION OF | ||||||
RESOLU-TION NO. 7. IF YOU HAVE ALREADY | ||||||
SENT IN YOUR VOTES, PLEASE DO NOT | ||||||
VOTE AGAIN U-NLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU. | ||||||
CORIO NV, UTRECHT | ||||||
Security | N2273C104 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 08-Dec-2014 | ||||
ISIN | NL0000288967 | Agenda | 705659766 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | OPENING OF THE MEETING AND | Non-Voting | ||||
ANNOUNCEMENTS | ||||||
2 | EXPLANATION OF THE RECOMMENDED | Non-Voting | ||||
PUBLIC EXCHANGE OFFER (THE OFFER) BY | ||||||
KLEPIERRE-S.A. (KLEPIERRE) TO ALL | ||||||
HOLDERS OF ISSUED AND OUTSTANDING | ||||||
ORDINARY SHARES WITH-A NOMINAL VALUE | ||||||
OF EUR 10 EACH IN THE CAPITAL OF THE | ||||||
COMPANY (THE SHARES) AND-AS FURTHER | ||||||
EXPLAINED IN THE OFFER MEMORANDUM | ||||||
RELATING TO THE OFFER DATED 27 O- | ||||||
CTOBER 2014 (THE OFFER MEMORANDUM) | ||||||
3.A | AMENDMENT OF THE ARTICLES OF | Management | For | For | ||
ASSOCIATION OF THE COMPANY IN | ||||||
CONNECTION WITH THE PROPOSED | ||||||
MERGER AS REFERRED TO UNDER AGENDA | ||||||
ITEM 3B. (THE PRE-MERGER AMENDMENT) | ||||||
3.B | CROSS-BORDER LEGAL MERGER BETWEEN | Management | For | For | ||
CORIO (AS THE DISAPPEARING COMPANY) | ||||||
AND KLEPIERRE S.A. (AS THE SURVIVING | ||||||
COMPANY) | ||||||
4 | CONDITIONAL AMENDMENT OF THE | Management | For | For | ||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY AS PER THE SETTLEMENT DATE | ||||||
(AS DEFINED IN THE OFFER MEMORANDUM) | ||||||
(THE POST-SETTLEMENT AMENDMENT) | ||||||
5 | CONDITIONAL AMENDMENT OF THE | Management | For | For | ||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY AS PER DELISTING OF THE | ||||||
SHARES (THE POST-DELISTING | ||||||
AMENDMENT) | ||||||
6.A | CONDITIONAL APPOINTMENT OF MR JEAN- | Management | For | For | ||
MARC JESTIN AS MEMBER OF THE | ||||||
MANAGEMENT BOARD PER THE | ||||||
SETTLEMENT DATE | ||||||
6.B | CONDITIONAL APPOINTMENT OF MR BRUNO | Management | For | For | ||
VALENTIN AS MEMBER OF THE | ||||||
MANAGEMENT BOARD PER THE | ||||||
SETTLEMENT DATE | ||||||
7 | CONDITIONAL GRANTING OF FULL AND | Management | For | For | ||
FINAL RELEASE FROM LIABILITY TO ALL | ||||||
MEMBERS OF THE MANAGEMENT BOARD | ||||||
FOR THE PERFORMANCE OF THEIR DUTIES | ||||||
AS PER THE SETTLEMENT DATE | ||||||
8.A | CONDITIONAL (RE-)APPOINTMENT OF MR | Management | For | For | ||
LAURENT MOREL AS MEMBER OF THE | ||||||
SUPERVISORY BOARD AS PER THE | ||||||
SETTLEMENT DATE | ||||||
8.B | CONDITIONAL APPOINTMENT OF MR JEAN- | Management | For | For | ||
MICHEL GAULT AS MEMBER OF THE | ||||||
SUPERVISORY BOARD AS PER THE | ||||||
SETTLEMENT DATE | ||||||
8.C | CONDITIONAL APPOINTMENT OF MS MARIE- | Management | For | For | ||
THERESE DIMASI AS MEMBER OF THE | ||||||
SUPERVISORY BOARD AS PER THE | ||||||
SETTLEMENT DATE | ||||||
9 | CONDITIONAL GRANTING OF FULL AND | Management | For | For | ||
FINAL RELEASE FROM LIABILITY TO ALL | ||||||
MEMBERS OF THE SUPERVISORY BOARD | ||||||
FOR THE PERFORMANCE OF THEIR DUTIES | ||||||
AS PER THE SETTLEMENT DATE | ||||||
10 | ANY OTHER BUSINESS | Non-Voting | ||||
11 | CLOSE | Non-Voting | ||||
CMMT | 30 OCT 2014: PLEASE NOTE THAT THERE | Non-Voting | ||||
ARE WITHDRAWAL RIGHTS. PLEASE | ||||||
CONTACT YOUR-GLOBAL CUSTODIAN | ||||||
CORPORATE ACTIONS TEAM FOR MORE | ||||||
INFORMATION. | ||||||
CMMT | 30 OCT 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO RECEIPT OF ADDITIONAL- | ||||||
COMMENT. IF YOU HAVE ALREADY SENT IN | ||||||
YOUR VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLE-SS YOU DECIDE TO AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705739843 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO RECEIVE AND CONSIDER THE ANNUAL | Management | For | For | ||
REPORT AND FINANCIAL STATEMENTS | ||||||
2 | TO APPROVE THE DIRECTORS' | Management | For | For | ||
REMUNERATION POLICY | ||||||
3 | TO APPROVE THE DIRECTORS' | Management | For | For | ||
REMUNERATION REPORT FOR THE PERIOD | ||||||
ENDED 23 AUGUST 2014 | ||||||
4 | TO DECLARE A FINAL DIVIDEND 1.50 PENCE | Management | For | For | ||
PER ORDINARY SHARE | ||||||
5 | TO RE-APPOINT KPMG LLP AS AUDITOR OF | Management | For | For | ||
THE COMPANY TO HOLD OFFICE FROM THE | ||||||
CONCLUSION OF THE MEETING UNTIL THE | ||||||
CONCLUSION OF THE NEXT GENERAL | ||||||
MEETING AT WHICH ACCOUNTS ARE LAID | ||||||
BEFORE THE COMPANY | ||||||
6 | TO AUTHORISE THE DIRECTORS TO | Management | For | For | ||
DETERMINE THE REMUNERATION OF THE | ||||||
AUDITOR OF THE COMPANY | ||||||
7 | TO AUTHORISE POLITICAL DONATIONS | Management | For | For | ||
8 | THAT WALKER BOYD BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
9 | THAT MIKE TYE BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
10 | THAT PADDY GALLAGHER BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
11 | THAT TONY RICE BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
12 | THAT MARK PAIN BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
13 | THAT CHRISTOPHER BELL BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
14 | THAT JULIE CHAKRAVERTY BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
15 | AUTHORITY TO ALLOT SHARES | Management | For | For | ||
16 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | ||
17 | AUTHORITY TO MAKE MARKET PURCHASES | Management | For | For | ||
18 | THAT A GENERAL MEETING OF THE | Management | For | For | ||
COMPANY, OTHER THAN AN ANNUAL | ||||||
GENERAL MEETING MAY BE CALLED ON | ||||||
NOT LESS THAN 14 CLEAR DAYS' NOTICE | ||||||
CMMT | 05 DEC 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION TO TEXT | ||||||
O-F RESOLUTION 11. IF YOU HAVE ALREADY | ||||||
SENT IN YOUR VOTES, PLEASE DO NOT | ||||||
VOTE AG-AIN UNLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU. | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705754061 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A | Non-Voting | ||||
VALID VOTE OPTION FOR THIS MEETING | ||||||
TYPE.-PLEASE CHOOSE BETWEEN "FOR" | ||||||
AND "AGAINST" ONLY. SHOULD YOU | ||||||
CHOOSE TO VOTE-ABSTAIN FOR THIS | ||||||
MEETING THEN YOUR VOTE WILL BE | ||||||
DISREGARDED BY THE ISSUER OR-ISSUERS | ||||||
AGENT | ||||||
1 | FOR THE PURPOSE OF CONSIDERING AND, | Management | For | For | ||
IF THOUGHT FIT, APPROVING, WITH OR | ||||||
WITHOUT MODIFICATION, THE SCHEME | ||||||
REFERRED TO IN THE NOTICE CONVENING | ||||||
THE COURT MEETING | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705754073 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO AUTHORISE THE DIRECTORS TO DO ALL | Management | For | For | ||
THINGS NECESSARY TO IMPLEMENT THE | ||||||
SCHEME OF ARRANGEMENT WITH GREENE | ||||||
KING AND TO APPROVE THE REDUCTION OF | ||||||
CAPITAL FORMING PART OF THE SCHEME | ||||||
AND CERTAIN OTHER MATTERS | ||||||
CONNECTED WITH THE SCHEME | ||||||
EXACT HOLDING N.V., DELFT | ||||||
Security | N31357101 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 27-Jan-2015 | ||||
ISIN | NL0000350361 | Agenda | 705752271 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | OPENING AND ANNOUNCEMENTS | Non-Voting | ||||
2 | EXPLANATION OF THE RECOMMENDED | Non-Voting | ||||
CASH OFFER BY EIGER ACQUISITIONS B.V. | ||||||
(THE-"OFFEROR"), A COMPANY ULTIMATELY | ||||||
CONTROLLED BY CERTAIN FUNDS ADVISED | ||||||
BY APAX-PARTNERS, FOR ALL THE ISSUED | ||||||
AND OUTSTANDING ORDINARY SHARES | ||||||
WITH A NOMINAL-VALUE OF EUR 0.02 EACH | ||||||
IN THE CAPITAL OF EXACT HOLDING N.V. | ||||||
(THE "COMPANY")-(THE "OFFER") AS | ||||||
FURTHER EXPLAINED IN THE OFFER | ||||||
MEMORANDUM RELATING TO THE-OFFER | ||||||
DATED 15 DECEMBER 2014, (THE "OFFER | ||||||
MEMORANDUM") | ||||||
3 | CONDITIONAL AMENDMENT OF THE | Management | For | For | ||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY AS PER THE SETTLEMENT DATE | ||||||
(AS DEFINED IN THE OFFER MEMORANDUM) | ||||||
AND AUTHORIZATION TO EXECUTE THE | ||||||
DEED OF AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION | ||||||
4.A | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: APPROVAL OF THE ASSET | ||||||
SALE AS REQUIRED UNDER SECTION 2:107A | ||||||
DCC | ||||||
4.B | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: RESOLUTION TO DISSOLVE | ||||||
(ONTBINDEN) AND LIQUIDATE | ||||||
(VEREFFENEN) THE COMPANY IN | ||||||
ACCORDANCE WITH SECTION 2:19 OF THE | ||||||
DCC | ||||||
5.A | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR ROY | ||||||
MACKENZIE | ||||||
5.B | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR JASON | ||||||
WRIGHT | ||||||
5.C | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR WILL | ||||||
CHEN | ||||||
5.D | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MRS | ||||||
ILONKA JANKOVICH DE JESZENICE | ||||||
5.E | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR KIRAN | ||||||
PATEL | ||||||
6 | AUTHORIZATION FOR THE BOARD OF | Management | For | For | ||
MANAGING DIRECTORS OF THE COMPANY | ||||||
TO REPURCHASE SHARES IN ITS OWN | ||||||
CAPITAL FOR A PRICE NOT EXCEEDING THE | ||||||
OFFER PRICE (AS DEFINED IN THE OFFER | ||||||
MEMORANDUM) | ||||||
7.A | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR THIERRY SCHAAP | ||||||
7.B | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR WILLEM CRAMER | ||||||
7.C | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR PETER VAN | ||||||
HAASTEREN | ||||||
7.D | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR EVERT KOOISTRA | ||||||
8 | ANY OTHER BUSINESS | Non-Voting | ||||
9 | CLOSING | Non-Voting | ||||
NUTRECO N.V., BOXMEER | ||||||
Security | N6509P151 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 09-Feb-2015 | ||||
ISIN | NL0010395208 | Agenda | 705771308 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT THIS IS AN | Non-Voting | ||||
AMENDMENT TO MEETING ID 409852 DUE TO | ||||||
CHANGE IN AG-ENDA. ALL VOTES RECEIVED | ||||||
ON THE PREVIOUS MEETING WILL BE | ||||||
DISREGARDED AND YOU W-ILL NEED TO | ||||||
REINSTRUCT ON THIS MEETING NOTICE. | ||||||
THANK YOU. | ||||||
1.1 | OPENING OF THE GENERAL MEETING | Non-Voting | ||||
1.2 | NOTIFICATIONS | Non-Voting | ||||
2 | ON 20 OCTOBER 2014, NUTRECO AND SHV | Non-Voting | ||||
HOLDINGS N.V. ( SHV ) JOINTLY | ||||||
ANNOUNCED TH-AT THEY REACHED | ||||||
CONDITIONAL AGREEMENT IN CONNECTION | ||||||
WITH A PUBLIC OFFER BY SHV- | ||||||
INVESTMENTS LTD., A WHOLLY-OWNED | ||||||
SUBSIDIARY OF SHV, FOR ALL ISSUED AND | ||||||
OUTSTA-NDING ORDINARY SHARES IN THE | ||||||
CAPITAL OF NUTRECO AT AN OFFER PRICE | ||||||
OF EUR 40.00-(CUM DIVIDEND) IN CASH FOR | ||||||
EACH NUTRECO ORDINARY SHARE, | ||||||
SUBJECT TO CUSTOMARY-CONDITIONS. ON | ||||||
10 NOVEMBER 2014, NUTRECO AND SHV | ||||||
JOINTLY ANNOUNCED THEY HAVE A- | ||||||
MENDED THEIR CONDITIONAL AGREEMENT, | ||||||
PREVIOUSLY ANNOUNCED ON 20 OCTOBER | ||||||
2014, I-N CONNECTION WITH A PUBLIC | ||||||
OFFER BY SHV INVESTMENTS LTD., A | ||||||
WHOLLY-OWNED SUBSI-DIARY OF SHV, FOR | ||||||
ALL ISSUED AND OUTSTANDING ORDINARY | ||||||
SHARES IN THE CAPITAL OF-NUTRECO. | ||||||
UNDER THE TERMS OF THE AMENDED | ||||||
CONDITIONAL AGREEMENT, SHV HAS | ||||||
AGREED-TO INCREASE ITS OFFER PRICE | ||||||
FROM EUR 40.00 (CUM DIVIDEND) TO EUR | ||||||
44.50 (CUM D-IVIDEND) IN CASH FOR EACH | ||||||
NUTRECO ORDINARY SHARE (THE OFFER ). | ||||||
FURTHER REFEREN-CE IS MADE TO THE | ||||||
OFFER MEMORANDUM. FOR THE | ||||||
RECOMMENDATION OF THE OFFER, REFER- | ||||||
ENCE IS MADE TO THE POSITION | ||||||
STATEMENT. DURING THE EGM A | ||||||
PRESENTATION WILL BE-HELD ON THE | ||||||
OFFER AND THE OFFER WILL BE | ||||||
DISCUSSED | ||||||
3 | A GROUP OF KEY STAFF OF NUTRECO | Management | For | For | ||
QUALIFY FOR A COMPLETION BONUS, | ||||||
PAYABLE IN CASH. AS THE MEMBERS OF | ||||||
THE EXECUTIVE BOARD ARE PART OF THIS | ||||||
GROUP OF KEY STAFF, THE SUPERVISORY | ||||||
BOARD PROPOSES TO GRANT EACH | ||||||
MEMBER OF THE EXECUTIVE BOARD A | ||||||
COMPLETION BONUS, PAYABLE IN CASH, | ||||||
AMOUNTING TO SIX MONTHS' FIXED BASE | ||||||
SALARY. THIS COMPLETION BONUS SHALL | ||||||
ONLY BECOME PAYABLE IF ANY THIRD | ||||||
PARTY ACQUIRES MORE THAN 66 2 3 PCT | ||||||
OF THE OUTSTANDING SHARES IN | ||||||
NUTRECO AT SETTLEMENT OF A PUBLIC | ||||||
TENDER OFFER BY THAT THIRD PARTY AND | ||||||
SUCH SETTLEMENT OCCURS PRIOR TO 1 | ||||||
JULY 2015 | ||||||
4 | IT IS PROPOSED TO CHANGE THE ARTICLES | Management | For | For | ||
OF ASSOCIATION IN RESPECT OF THE | ||||||
FOLLOWING SUBJECTS:-DELETION OF ALL | ||||||
REFERENCES TO CUMULATIVE | ||||||
PREFERENCE SHARES D AND CUMULATIVE | ||||||
PREFERENCE SHARES E REMOVAL OF | ||||||
MANDATORY NOMINATION PROCEDURE | ||||||
FOR THE APPOINTMENT OF MEMBERS OF | ||||||
THE SUPERVISORY BOARD AND | ||||||
AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION UPON PROPOSAL OF THE | ||||||
EXECUTIVE BOARD. THE AMENDMENT IS | ||||||
SUBJECT TO SETTLEMENT OF THE | ||||||
TRANSACTION AND WILL BE EFFECTIVE AS | ||||||
PER THE SETTLEMENT DATE. PURSUANT TO | ||||||
THE ARTICLES OF ASSOCIATION, AN | ||||||
AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION REQUIRES THE AFFIRMATIVE | ||||||
VOTE OF AN ABSOLUTE MAJORITY OF THE | ||||||
VOTES CAST AT THE MEETING.BY VOTING | ||||||
FOR AGENDA ITEM 4, THIS PROPOSAL ALSO | ||||||
INCLUDES GRANTING AN AUTHORISATION | ||||||
TO EVERY MEMBER OF THE EXECUTIVE | ||||||
BOARD, THE COMPANY SECRETARY AND | ||||||
ANY NOTARIAL EMPLOYEE OF DE BRAUW | ||||||
BLACKSTONE WESTBROEK TO EXECUTE | ||||||
THE DEED OF AMENDMENT PURSUANT TO | ||||||
DUTCH LAW | ||||||
5 | IT IS PROPOSED THAT, SUBJECT TO | Management | For | For | ||
SETTLEMENT, MR J.M. DE JONG, MR A. PURI | ||||||
AND MRS H.W.P.M.A. VERHAGEN WILL BE | ||||||
DISCHARGED PER THE SETTLEMENT DATE | ||||||
WITH RESPECT TO THEIR DUTIES AND | ||||||
OBLIGATIONS PERFORMED AND INCURRED | ||||||
IN THEIR RESPECTIVE CAPACITY AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
UNTIL THE EGM. THE DISCHARGE WILL | ||||||
TAKE PLACE ON THE BASIS OF | ||||||
INFORMATION AVAILABLE, KNOWN OR | ||||||
PRESENTED TO THE GENERAL MEETING | ||||||
6.1 | SUBJECT TO SETTLEMENT AND EFFECTIVE | Non-Voting | ||||
AS OF THE SETTLEMENT DATE, MR J.M.DE | ||||||
JONG,-MR A. PURI AND MRS H.W.P.M.A. | ||||||
VERHAGEN WILL STEP DOWN FROM THEIR | ||||||
POSITION AS-SUPERVISORY BOARD | ||||||
MEMBER. THE COMPANY AND REMAINING | ||||||
SUPERVISORY BOARD MEMBERS-WANT TO | ||||||
EXPRESS THEIR GRATITUDE FOR THE | ||||||
DEDICATION OF THE SUPERVISORY BOARD | ||||||
ME-MBERS TO NUTRECO DURING THEIR | ||||||
TENURE | ||||||
6.2 | IT IS PROPOSED TO APPOINT S.R.NANNINGA | Management | For | For | ||
AS MEMBER OF THE SUPERVISORY BOARD | ||||||
WHERE ALL DETAILS AS LAID DOWN IN | ||||||
ARTICLE 2:158 PARAGRAPH 5, SECTION 2: | ||||||
142 PARAGRAPH 3 OF THE DUTCH CIVIL | ||||||
CODE ARE AVAILABLE FOR THE GENERAL | ||||||
MEETING OF SHAREHOLDERS. THE | ||||||
APPOINTMENT IS FOR A PERIOD OF 4 | ||||||
YEARS, EXPIRING AT THE ANNUAL GENERAL | ||||||
MEETING OF 2019 AND WILL BE | ||||||
CONDITIONAL TO THE SETTLEMENT OF THE | ||||||
PUBLIC OFFER ON SHARES NUTRECO NV | ||||||
6.3 | IT IS PROPOSED TO APPOINT | Management | For | For | ||
B.L.J.M.BEERKENS AS MEMBER OF THE | ||||||
SUPERVISORY BOARD WHERE ALL DETAILS | ||||||
AS LAID DOWN IN ARTICLE 2:158 | ||||||
PARAGRAPH 5, SECTION 2: 142 PARAGRAPH | ||||||
3 OF THE DUTCH CIVIL CODE ARE | ||||||
AVAILABLE FOR THE GENERAL MEETING OF | ||||||
SHAREHOLDERS. THE APPOINTMENT IS FOR | ||||||
A PERIOD OF 4 YEARS, EXPIRING AT THE | ||||||
ANNUAL GENERAL MEETING OF 2019 AND | ||||||
WILL BE SUBJECT TO THE SETTLEMENT OF | ||||||
THE PUBLIC OFFER ON SHARES NUTRECO | ||||||
NV | ||||||
6.4 | IT IS PROPOSED TO APPOINT W.VAN | Management | For | For | ||
DERWOERD AS MEMBER OF THE | ||||||
SUPERVISORY BOARD WHERE ALL DETAILS | ||||||
AS LAID DOWN IN ARTICLE 2:158 | ||||||
PARAGRAPH 5, SECTION 2: 142 PARAGRAPH | ||||||
3 OF THE DUTCH CIVIL CODE ARE | ||||||
AVAILABLE FOR THE GENERAL MEETING OF | ||||||
SHAREHOLDERS. THE APPOINTMENT WILL | ||||||
BE MADE FOR A PERIOD OF 4 YEARS, | ||||||
EXPIRING AT THE ANNUAL GENERAL | ||||||
MEETING OF 2019 AND WILL BE | ||||||
CONDITIONAL TO THE SETTLEMENT OF THE | ||||||
PUBLIC OFFER ON SHARES NUTRECO NV | ||||||
7 | ANY OTHER BUSINESS | Non-Voting | ||||
8 | CLOSING OF THE GENERAL MEETING | Non-Voting | ||||
CMMT | 06 JAN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION TO TEXT | ||||||
O-F RES.4. IF YOU HAVE ALREADY SENT IN | ||||||
YOUR VOTES FOR MID: 416167 PLEASE DO | ||||||
NOT-VOTE AGAIN UNLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU | ||||||
FRIENDS LIFE GROUP LIMITED, ST. PETER PORT | ||||||
Security | G8138T107 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | GG00B62W2327 | Agenda | 705796069 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO AUTHORISE THE DIRECTORS OF THE | Management | For | For | ||
COMPANY TO GIVE EFFECT TO THE | ||||||
SCHEME DATED 19 JANUARY 2015 AND TO | ||||||
AMEND THE ARTICLES OF INCORPORATION | ||||||
OF THE COMPANY | ||||||
CMMT | 26 JAN 2015: PLEASE NOTE THAT | Non-Voting | ||||
SHAREHOLDERS ARE ALLOWED TO VOTE 'IN | ||||||
FAVOR' OR '-AGAINST' FOR RESOLUTION 1, | ||||||
ABSTAIN IS NOT A VOTING OPTION ON THIS | ||||||
MEETING | ||||||
CMMT | 26 JAN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO RECEIPT OF VOTING | ||||||
OPTI-ON COMMENT AND ADDITION OF DATE | ||||||
IN VOTING OPTIONS COMMENT. IF YOU | ||||||
HAVE ALREADY-SENT IN YOUR VOTES, | ||||||
PLEASE DO NOT VOTE AGAIN UNLESS YOU | ||||||
DECIDE TO AMEND YOUR-ORIGINAL | ||||||
INSTRUCTIONS. THANK YOU. | ||||||
FRIENDS LIFE GROUP LIMITED, ST. PETER PORT | ||||||
Security | G8138T107 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | GG00B62W2327 | Agenda | 705796071 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
Management | ||||||
1 | TO AUTHORISE THE DIRECTORS OF THE | For | For | |||
COMPANY TO GIVE EFFECT TO THE | ||||||
SCHEME DATED 19 JANUARY 2015 AND TO | ||||||
AMEND THE ARTICLES OF INCORPORATION | ||||||
OF THE COMPANY | ||||||
NUTRECO N.V., BOXMEER | ||||||
Security | N6509P151 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | NL0010395208 | Agenda | 705821836 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1.1 | OPEN MEETING | Non-Voting | ||||
1.2 | RECEIVE ANNOUNCEMENTS | Non-Voting | ||||
2.1 | RECEIVE REPORT OF SUPERVISORY BOARD | Non-Voting | ||||
2.2 | DISCUSS REMUNERATION REPORT | Non-Voting | ||||
3 | RECEIVE REPORT OF MANAGEMENT BOARD | Non-Voting | ||||
4.1 | ADOPT FINANCIAL STATEMENTS | Management | For | For | ||
4.2 | CONDITIONAL PROPOSAL TO ALLOCATE | Management | For | For | ||
DIVIDENDS OF EUR 1.05 PER SHARE | ||||||
5.1 | APPROVE DISCHARGE OF MANAGEMENT | Management | For | For | ||
BOARD | ||||||
5.2 | APPROVE DISCHARGE OF SUPERVISORY | Management | For | For | ||
BOARD | ||||||
6 | RATIFY PRICEWATERHOUSECOOPERS AS | Management | For | For | ||
AUDITORS RE: 2016 FINANCIAL | ||||||
STATEMENTS | ||||||
7 | ELECT G. BOON TO MANAGEMENT BOARD | Management | For | For | ||
8 | CONDITIONAL PROPOSAL TO REELECT J.M. | Management | For | For | ||
DE JONG TO SUPERVISORY BOARD | ||||||
9 | APPROVE CANCELLATION OF 1,680,553 | Management | For | For | ||
REPURCHASED SHARES | ||||||
10.1 | GRANT BOARD AUTHORITY TO ISSUE | Management | For | For | ||
SHARES UP TO 10 PERCENT OF ISSUED | ||||||
CAPITAL PLUS ADDITIONAL 10 PERCENT IN | ||||||
CASE OF TAKEOVER/MERGER | ||||||
10.2 | AUTHORIZE BOARD TO EXCLUDE | Management | For | For | ||
PREEMPTIVE RIGHTS FROM ISSUANCE | ||||||
UNDER ITEM 10.1 | ||||||
11 | AUTHORIZE REPURCHASE OF UP TO 10 | Management | For | For | ||
PERCENT OF ISSUED SHARE CAPITAL | ||||||
12 | OTHER BUSINESS | Non-Voting | ||||
13 | CLOSE MEETING | Non-Voting | ||||
CATLIN GROUP LTD, HAMILTON | ||||||
Security | G196F1100 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 21-Apr-2015 | ||||
ISIN | BMG196F11004 | Agenda | 705984599 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A | Non-Voting | ||||
VALID VOTE OPTION FOR THIS MEETING | ||||||
TYPE.-PLEASE CHOOSE BETWEEN "FOR" | ||||||
AND "AGAINST" ONLY. SHOULD YOU | ||||||
CHOOSE TO VOTE-ABSTAIN FOR THIS | ||||||
MEETING THEN YOUR VOTE WILL BE | ||||||
DISREGARDED BY THE ISSUER OR-ISSUERS | ||||||
AGENT. | ||||||
1 | TO APPROVE THE SCHEME IN | Management | For | For | ||
ACCORDANCE WITH THE TERMS OF THE | ||||||
NOTICE CONVENING THE COURT MEETING | ||||||
CATLIN GROUP LTD, HAMILTON | ||||||
Security | G196F1100 | Meeting Type | Special General Meeting | |||
Ticker Symbol | Meeting Date | 21-Apr-2015 | ||||
ISIN | BMG196F11004 | Agenda | 705984614 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | SPECIAL RESOLUTION FOR THE PURPOSE | Management | For | For | ||
OF GIVING EFFECT TO THE SCHEME TO: (I) | ||||||
AUTHORISE THE DIRECTORS OF THE | ||||||
COMPANY TO TAKE ALL SUCH ACTIONS AS | ||||||
THEY CONSIDER NECESSARY; (II) | ||||||
SUBDIVIDE THE SCHEME SHARES; (III) | ||||||
CANCEL AND EXTINGUISH THE EXISTING | ||||||
SHARE CAPITAL OF THE COMPANY; (IV) | ||||||
CAPITALISE RESERVES AND APPLY SUCH | ||||||
RESERVES TO PAY IN FULL AT PAR NEW | ||||||
COMMON SHARES IN THE COMPANY; (V) | ||||||
AUTHORISE THE COMPANY TO ALLOT NEW | ||||||
COMMON SHARES TO GIVE EFFECT TO (IV) | ||||||
ABOVE; (VI) TO ADOPT A NEW BYE-LAW OF | ||||||
THE COMPANY; (VII) TO AMEND THE BYE- | ||||||
LAWS OF THE COMPANY IN ACCORDANCE | ||||||
WITH THE TERMS OF THE SCHEME | ||||||
ANSALDO STS SPA, GENOVA | ||||||
Security | T0421V119 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 23-Apr-2015 | ||||
ISIN | IT0003977540 | Agenda | 706020310 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT THIS IS AN | Non-Voting | ||||
AMENDMENT TO MEETING ID 460767 DUE TO | ||||||
RECEIPT OF C-ONFIRMATION ON SLATES. | ||||||
ALL VOTES RECEIVED ON THE PREVIOUS | ||||||
MEETING WILL BE DISR-EGARDED AND YOU | ||||||
WILL NEED TO REINSTRUCT ON THIS | ||||||
MEETING NOTICE. THANK YOU. | ||||||
1 | BALANCE SHEET AS AT 31 DECEMBER 2014. | Management | For | For | ||
APPROVAL OF THE BALANCE SHEET AS AT | ||||||
31 DECEMBER 2014; BOARD OF DIRECTORS' | ||||||
REPORT, INTERNAL AND EXTERNAL | ||||||
AUDITORS' REPORTS. PROFIT ALLOCATION | ||||||
AND DIVIDEND DISTRIBUTION. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
2 | REWARDING REPORT AS PER ART. 123 TER, | Management | For | For | ||
CLAUSE 6, LEGISLATIVE DECREE NO. 58/98. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
3 | TO APPOINT ONE DIRECTOR AS PER ART. | Management | For | For | ||
2386 OF THE ITALIAN CIVIL CODE. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
4 | TO AUTHORIZE THE PURCHASE AND | Management | For | For | ||
DISPOSAL OF OWN SHARES, UPON THE | ||||||
REVOKE OF PREVIOUS AUTHORIZATION BY | ||||||
THE ORDINARY SHAREHOLDERS' MEETING | ||||||
OF 15 APRIL 2015. RESOLUTIONS RELATED | ||||||
THERETO | ||||||
REXAM | ||||||
Security | ADPV26963 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 28-Apr-2015 | ||||
ISIN | GB00BMHTPY25 | Agenda | 706038141 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO RECEIVE AND ADOPT THE ANNUAL | Management | For | For | ||
REPORT AND ACCOUNTS FOR THE YEAR | ||||||
ENDED 31 DECEMBER 2014 | ||||||
2 | TO APPROVE THE DIRECTORS' | Management | For | For | ||
REMUNERATION REPORT (EXCLUDING THE | ||||||
DIRECTORS' REMUNERATION POLICY SET | ||||||
OUT ON PAGES 67 TO 73 OF THIS REPORT) | ||||||
FOR THE FINANCIAL YEAR ENDED 2014, AS | ||||||
SET OUT ON PAGES 65 TO 83 OF THE | ||||||
ANNUAL REPORT 2014 | ||||||
3 | TO DECLARE THE 2014 FINAL DIVIDEND: 11.9 | Management | For | For | ||
PENCE PER ORDINARY SHARE OF 80 5/14 | ||||||
PENCE | ||||||
4 | TO ELECT CARL-PETER FORSTER AS A | Management | For | For | ||
DIRECTOR | ||||||
5 | TO RE-ELECT STUART CHAMBERS AS A | Management | For | For | ||
DIRECTOR | ||||||
6 | TO RE-ELECT GRAHAM CHIPCHASE AS A | Management | For | For | ||
DIRECTOR | ||||||
7 | TO RE-ELECT DAVID ROBBIE AS A | Management | For | For | ||
DIRECTOR | ||||||
8 | TO RE-ELECT JOHN LANGSTON AS A | Management | For | For | ||
DIRECTOR | ||||||
9 | TO RE-ELECT LEO OOSTERVEER AS A | Management | For | For | ||
DIRECTOR | ||||||
10 | TO RE-ELECT ROS RIVAZ AS A DIRECTOR | Management | For | For | ||
11 | TO RE-ELECT JOHANNA WATEROUS AS A | Management | For | For | ||
DIRECTOR | ||||||
12 | TO RE-APPOINT | Management | For | For | ||
PRICEWATERHOUSECOOPERS LLP (PWC) | ||||||
AS THE COMPANY'S AUDITORS | ||||||
13 | TO AUTHORISE THE AUDIT AND RISK | Management | For | For | ||
COMMITTEE TO SET PWC'S REMUNERATION | ||||||
14 | THAT (A) THE DIRECTORS BE AUTHORISED | Management | For | For | ||
TO ALLOT SHARES IN THE COMPANY OR | ||||||
GRANT RIGHTS TO SUBSCRIBE FOR, OR | ||||||
CONVERT ANY SECURITY INTO, SHARES IN | ||||||
THE COMPANY: (I) IN ACCORDANCE WITH | ||||||
ARTICLE 7 OF THE COMPANY'S ARTICLES | ||||||
OF ASSOCIATION (THE ARTICLES) UP TO A | ||||||
MAXIMUM NOMINAL AMOUNT OF GBP | ||||||
188,828,500 (SUCH AMOUNT TO BE | ||||||
REDUCED BY THE NOMINAL AMOUNT OF | ||||||
ANY EQUITY SECURITIES (AS DEFINED IN | ||||||
ARTICLE 8 OF THE ARTICLES) ALLOTTED | ||||||
UNDER PARAGRAPH (II) BELOW IN EXCESS | ||||||
OF GBP 188,828,500); AND (II) COMPRISING | ||||||
EQUITY SECURITIES (AS DEFINED IN | ||||||
ARTICLE 8 OF THE ARTICLES) UP TO A | ||||||
MAXIMUM NOMINAL AMOUNT OF GBP | ||||||
377,657,000 (SUCH AMOUNT TO BE | ||||||
REDUCED BY ANY SHARES ALLOTTED OR | ||||||
RIGHTS GRANTED UNDER PARAGRAPH (I) | ||||||
ABOVE) IN CONNECTION WITH AN OFFER BY | ||||||
WAY OF A RIGHTS ISSUE (AS DEFINED IN | ||||||
ARTICLE 8 OF THE ARTICLES); (B) THIS | �� | |||||
AUTHORITY SHALL EXPIRE AT THE | ||||||
CONCLUSION OF THE NEXT ANNUAL | ||||||
GENERAL MEETING OF THE COMPANY | ||||||
AFTER THE PASSING OF THIS RESOLUTION | ||||||
OR, IF EARLIER, AT THE CLOSE OF | ||||||
BUSINESS ON 1 JULY 2016; AND (C) ALL | ||||||
PREVIOUS UNUTILISED AUTHORITIES | ||||||
UNDER SECTION 551 OF THE COMPANIES | ||||||
ACT 2006 (CA 2006) SHALL CEASE TO HAVE | ||||||
EFFECT (SAVE TO THE EXTENT THAT THE | ||||||
SAME ARE EXERCISABLE PURSUANT TO | ||||||
SECTION 551(7) OF THE CA 2006 BY REASON | ||||||
OF ANY OFFER OR AGREEMENT MADE | ||||||
PRIOR TO THE DATE OF THIS RESOLUTION | ||||||
WHICH WOULD OR MIGHT REQUIRE SHARES | ||||||
TO BE ALLOTTED OR RIGHTS TO BE | ||||||
GRANTED ON OR AFTER THAT DATE) | ||||||
15 | THAT (A) IN ACCORDANCE WITH ARTICLE 8 | Management | For | For | ||
OF THE ARTICLES, THE DIRECTORS BE | ||||||
GIVEN POWER TO ALLOT EQUITY | ||||||
SECURITIES FOR CASH; (B) THE POWER | ||||||
UNDER PARAGRAPH (A) ABOVE (OTHER | ||||||
THAN IN CONNECTION WITH A RIGHTS | ||||||
ISSUE, AS DEFINED IN ARTICLE 8 OF THE | ||||||
ARTICLES) SHALL BE LIMITED TO THE | ||||||
ALLOTMENT OF EQUITY SECURITIES | ||||||
HAVING A NOMINAL AMOUNT NOT | ||||||
EXCEEDING IN AGGREGATE GBP 28,324,000; | ||||||
(C) THIS AUTHORITY SHALL EXPIRE AT THE | ||||||
CONCLUSION OF THE NEXT ANNUAL | ||||||
GENERAL MEETING OF THE COMPANY | ||||||
AFTER THE PASSING OF THIS RESOLUTION | ||||||
OR, IF EARLIER, AT THE CLOSE OF | ||||||
BUSINESS ON 1 JULY 2016; AND (D) ALL | ||||||
PREVIOUS UNUTILISED AUTHORITIES | ||||||
UNDER SECTIONS 570 AND 573 OF THE CA | ||||||
2006 SHALL CEASE TO HAVE EFFECT | ||||||
16 | THAT, IN ACCORDANCE WITH THE CA 2006, | Management | For | For | ||
THE COMPANY IS GENERALLY AND | ||||||
UNCONDITIONALLY AUTHORISED TO MAKE | ||||||
MARKET PURCHASES (WITHIN THE | ||||||
MEANING OF SECTION 693 OF THE CA 2006) | ||||||
OF ORDINARY SHARES OF 80 5/14 PENCE | ||||||
EACH (SHARES) IN THE CAPITAL OF THE | ||||||
COMPANY ON SUCH TERMS AND IN SUCH | ||||||
MANNER AS THE DIRECTORS OF THE | ||||||
COMPANY MAY DETERMINE, PROVIDED | ||||||
THAT: (A) THE MAXIMUM NUMBER OF | ||||||
SHARES THAT MAY BE PURCHASED | ||||||
PURSUANT TO THIS AUTHORITY IS | ||||||
70,495,000; (B) THE MAXIMUM PRICE WHICH | ||||||
MAY BE PAID FOR ANY SHARE PURCHASED | ||||||
PURSUANT TO THIS AUTHORITY SHALL NOT | ||||||
BE MORE THAN THE HIGHER OF AN | ||||||
AMOUNT EQUAL TO 5% ABOVE THE | ||||||
AVERAGE OF THE MIDDLE MARKET PRICES | ||||||
SHOWN IN THE QUOTATIONS FOR THE | ||||||
SHARES IN THE LONDON STOCK EXCHANGE | ||||||
DAILY OFFICIAL LIST FOR THE FIVE | ||||||
BUSINESS DAYS IMMEDIATELY PRECEDING | ||||||
THE DAY ON WHICH THAT SHARE IS | ||||||
PURCHASED AND THE AMOUNT | ||||||
STIPULATED BY ARTICLE 5(1) OF THE BUY- | ||||||
BACK AND STABILISATION REGULATION | ||||||
2003. THE MINIMUM PRICE WHICH MAY BE | ||||||
PAID FOR ANY SUCH SHARE SHALL BE 80 | ||||||
5/14 PENCE (IN EACH CASE EXCLUSIVE OF | ||||||
EXPENSES PAYABLE BY THE COMPANY IN | ||||||
CONNECTION WITH THE PURCHASE); (C) | ||||||
THIS AUTHORITY SHALL EXPIRE AT THE | ||||||
CONCLUSION OF THE NEXT ANNUAL | ||||||
GENERAL MEETING OF THE COMPANY | ||||||
AFTER THE PASSING OF THIS RESOLUTION | ||||||
OR, IF EARLIER, AT THE CLOSE OF | ||||||
BUSINESS ON 1 JULY 2016 UNLESS | ||||||
RENEWED OR REVOKED BEFORE THAT | ||||||
TIME, BUT THE COMPANY MAY MAKE A | ||||||
CONTRACT OR CONTRACTS TO PURCHASE | ||||||
SHARES UNDER THIS AUTHORITY BEFORE | ||||||
ITS EXPIRY WHICH WILL OR MAY BE | ||||||
EXECUTED WHOLLY OR PARTLY AFTER THE | ||||||
EXPIRY OF THIS AUTHORITY, AND MAY | ||||||
MAKE A PURCHASE OF SHARES PURSUANT | ||||||
TO ANY SUCH CONTRACT; AND (D) ALL | ||||||
EXISTING AUTHORITIES FOR THE COMPANY | ||||||
TO MAKE MARKET PURCHASES OF SHARES | ||||||
ARE REVOKED, EXCEPT IN RELATION TO | ||||||
THE PURCHASE OF SHARES UNDER A | ||||||
CONTRACT OR CONTRACTS CONCLUDED | ||||||
BEFORE THE DATE OF THIS RESOLUTION | ||||||
AND WHICH HAS OR HAVE NOT YET BEEN | ||||||
EXECUTED | ||||||
17 | THAT A GENERAL MEETING OTHER THAN AN | Management | For | For | ||
ANNUAL GENERAL MEETING MAY BE | ||||||
CALLED ON NOT LESS THAN 14 CLEAR | ||||||
DAYS' NOTICE | ||||||
JAZZTEL PLC, LONDON | ||||||
Security | G5085M234 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 29-Apr-2015 | ||||
ISIN | GB00B5TMSP21 | Agenda | 705959926 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | EXAMINATION AND APPROVAL, IF | Management | For | For | ||
APPLICABLE, OF THE ANNUAL ACCOUNTS | ||||||
OF THE COMPANY, THE REPORT ANNUAL | ||||||
CORPORATE GOVERNANCE AND AUDIT | ||||||
REPORT FOR THE YEAR ENDED DECEMBER | ||||||
31, 2014 AND THE CONSOLIDATED GROUP | ||||||
ACCOUNTS | ||||||
2 | ADOPTION OF THE REMUNERATION | Management | For | For | ||
REPORT INCLUDED IN THE ANNUAL REPORT | ||||||
OF THE COMPANY WHICH FOLLOWS THE | ||||||
POLICY EMOLUMENTS APPROVED AT THE | ||||||
AGM DATED MAY 29, 2014 | ||||||
3 | TO RE-ELECT MR. JOSE ORTIZ MARTINEZ AS | Management | For | For | ||
DOMINICAL EXECUTIVE DIRECTOR OF THE | ||||||
COMPANY | ||||||
4 | RE-APPOINTMENT OF ERNST & YOUNG LLP | Management | For | For | ||
AS AUDITORS OF THE COMPANY WITH | ||||||
EFFECT FROM THE ANNUAL GENERAL | ||||||
MEETING UNTIL THE CONCLUSION OF THE | ||||||
GENERAL MEETING AT WHICH THE | ||||||
FOLLOWING FINANCIAL STATEMENTS OF | ||||||
THE COMPANY ARE PRESENTED, AND | ||||||
AUTHORIZE THE BOARD OF DIRECTORS TO | ||||||
FIX THE REMUNERATION OF THE AUDITORS | ||||||
5 | APPROVAL OF THE AMENDMENT OF | Management | For | For | ||
ARTICLE 100 OF THE ARTICLES OF | ||||||
ASSOCIATION, WHOSE REVISED TEXT IS | ||||||
ATTACHED TO THE PRESIDENT'S LETTER | ||||||
CONCERNING THE NUMBER AND FUNCTION | ||||||
OF THE COMMITTEES OF THE BOARD | ||||||
TOLL HOLDINGS LTD, MELBOURNE VIC | ||||||
Security | Q9104H100 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 13-May-2015 | ||||
ISIN | AU000000TOL1 | Agenda | 706005243 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | ||
BETWEEN TOLL HOLDINGS LIMITED AND ITS | ||||||
SHAREHOLDERS IN RELATION TO THE | ||||||
PROPOSED ACQUISITION BY JAPAN POST | ||||||
CO., LTD | ||||||
WORLD DUTY FREE S.P.A., NOVARA | ||||||
Security | T9819J109 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 14-May-2015 | ||||
ISIN | IT0004954662 | Agenda | 706009239 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | BALANCE SHEET AS OF 31 DECEMBER 2014 | Management | For | For | ||
AND REPORT ON MANAGEMENT ACTIVITY, | ||||||
RESOLUTIONS RELATED THERETO. | ||||||
CONSOLIDATED BALANCE SHEET AS OF 31 | ||||||
DECEMBER 2014 | ||||||
2 | TO APPOINT ON BOARD OF DIRECTORS' | Management | For | For | ||
MEMBER AS PER ART. 2386 OF THE ITALIAN | ||||||
CIVIL CODE AND PER ART. 10 OF THE | ||||||
COMPANY BY-LAWS, RESOLUTIONS | ||||||
RELATED THERETO : EUGENIO ANDRADES | ||||||
3 | TO PROPOSE THE BOARD OF DIRECTORS' | Management | For | For | ||
AUTHORIZATION, AS PER AND UNDER THE | ||||||
EFFECTS OF ARTICLES 2357 AND | ||||||
FOLLOWINGS OF THE ITALIAN CIVIL CODE | ||||||
AND OF ART. 132 OF THE LEGISLATIVE | ||||||
DECREE NO. 58 OF 24 FEBRUARY 1998 FOR | ||||||
THE PURCHASE OF OWN SHARES UP TO A | ||||||
MAXIMUM OF NO. 12,726,000 SHARES AND | ||||||
FOR THE DISPOSAL OF OWN SHARES, UPON | ||||||
PREVIOUS REVOCATION OF THE | ||||||
AUTHORIZATION FOR THE PURCHASE OF | ||||||
OWN SHARES GIVEN BY THE ORDINARY | ||||||
SHAREHOLDERS MEETING OF 14 MAY 2014, | ||||||
RESOLUTIONS RELATED THERETO | ||||||
4 | CONSULTATION ON REWARDING POLICY AS | Management | For | For | ||
PER ART. 123-TER OF THE LEGISLATIVE | ||||||
DECREE NO. 58 OF 24 FEBRUARY 2014. | ||||||
REWARDING REPORT, RESOLUTIONS | ||||||
RELATED THERETO | ||||||
CSR PLC, CAMBRIDGE | ||||||
Security | G1790J103 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 20-May-2015 | ||||
ISIN | GB0034147388 | Agenda | 705906785 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO RECEIVE THE COMPANY'S ANNUAL | Management | For | For | ||
REPORT AND ACCOUNTS FOR THE 52 WEEK | ||||||
PERIOD ENDED 26 DECEMBER 2014 | ||||||
2 | TO APPROVE THE REMUNERATION REPORT | Management | For | For | ||
FOR THE 52 WEEK PERIOD ENDED 26 | ||||||
DECEMBER 2014 | ||||||
3 | TO RE-ELECT MR JOEP VAN BEURDEN AS A | Management | For | For | ||
DIRECTOR | ||||||
4 | TO RE-ELECT MR WILL GARDINER AS A | Management | For | For | ||
DIRECTOR | ||||||
5 | TO RE-ELECT MR CHRIS LADAS AS A | Management | For | For | ||
DIRECTOR | ||||||
6 | TO RE-ELECT MR RON MACKINTOSH AS A | Management | For | For | ||
DIRECTOR | ||||||
7 | TO RE-ELECT MS TERESA VEGA AS A | Management | For | For | ||
DIRECTOR | ||||||
8 | TO RE-ELECT DR LEVY GERZBERG AS A | Management | For | For | ||
DIRECTOR | ||||||
9 | TO RE-ELECT MR CHRIS STONE AS A | Management | For | For | ||
DIRECTOR | ||||||
10 | TO RE-ELECT MR WALKER BOYD AS A | Management | For | For | ||
DIRECTOR | ||||||
11 | TO RE-APPOINT DELOITTE LLP AS | Management | For | For | ||
AUDITORS | ||||||
12 | TO AUTHORISE THE DIRECTORS TO | Management | For | For | ||
DETERMINE THE REMUNERATION OF THE | ||||||
AUDITORS | ||||||
13 | TO AUTHORISE THE COMPANY AND ITS | Management | For | For | ||
SUBSIDIARIES TO MAKE POLITICAL | ||||||
DONATIONS | ||||||
14 | TO AUTHORISE THE COMPANY TO ALLOT | Management | For | For | ||
SHARES PURSUANT TO SECTION 551 OF | ||||||
THE COMPANIES ACT 2006 | ||||||
15 | PURSUANT TO SECTION 570 OF THE | Management | For | For | ||
COMPANIES ACT 2006, TO RENEW THE | ||||||
DISAPPLICATION OF STATUTORY PRE- | ||||||
EMPTION RIGHTS | ||||||
16 | TO GRANT TO THE COMPANY AUTHORITY | Management | For | For | ||
TO PURCHASE ITS OWN SHARES UNDER | ||||||
SECTION 701 OF THE COMPANIES ACT 2006 | ||||||
17 | TO AUTHORISE A GENERAL MEETING | Management | For | For | ||
OTHER THAN AN ANNUAL GENERAL | ||||||
MEETING TO BE CALLED ON NOT LESS | ||||||
THAN 14 CLEAR DAYS NOTICE | ||||||
NORBERT DENTRESSANGLE SA, LYON | ||||||
Security | F4655Q106 | Meeting Type | MIX | |||
Ticker Symbol | Meeting Date | 21-May-2015 | ||||
ISIN | FR0000052870 | Agenda | 706119220 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT THIS IS AN | Non-Voting | ||||
AMENDMENT TO MEETING ID 463800 DUE TO | ||||||
RECEIPT OF A-DDITIONAL RESOLUTION | ||||||
NUMBER. ALL VOTES RECEIVED ON THE | ||||||
PREVIOUS MEETING WILL B-E | ||||||
DISREGARDED AND YOU WILL NEED TO | ||||||
REINSTRUCT ON THIS MEETING NOTICE. | ||||||
THANK YO-U. | ||||||
CMMT | THE FOLLOWING APPLIES TO | Non-Voting | ||||
SHAREHOLDERS THAT DO NOT HOLD | ||||||
SHARES DIRECTLY WITH A-FRENCH | ||||||
CUSTODIAN: PROXY CARDS: VOTING | ||||||
INSTRUCTIONS WILL BE FORWARDED TO | ||||||
THE GL-OBAL CUSTODIANS ON THE VOTE | ||||||
DEADLINE DATE. IN CAPACITY AS | ||||||
REGISTERED INTERMEDI-ARY, THE GLOBAL | ||||||
CUSTODIANS WILL SIGN THE PROXY CARDS | ||||||
AND FORWARD THEM TO THE L-OCAL | ||||||
CUSTODIAN. IF YOU REQUEST MORE | ||||||
INFORMATION, PLEASE CONTACT YOUR | ||||||
CLIENT RE-PRESENTATIVE. | ||||||
CMMT | PLEASE NOTE IN THE FRENCH MARKET | Non-Voting | ||||
THAT THE ONLY VALID VOTE OPTIONS ARE | ||||||
"FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" | ||||||
WILL BE TREATED AS AN "AGAINST" VOTE. | ||||||
CMMT | PLEASE NOTE THAT IMPORTANT | Non-Voting | ||||
ADDITIONAL MEETING INFORMATION IS | ||||||
AVAILABLE BY CLIC-KING ON THE MATERIAL | ||||||
URL LINK: https://balo.journal- | ||||||
officiel.gouv.fr/pdf/2015/- | ||||||
0504/201505041501684.pdf | ||||||
O.1 | APPROVAL OF THE ANNUAL CORPORATE | Management | For | For | ||
FINANCIAL STATEMENTS FOR THE | ||||||
FINANCIAL YEAR ENDED ON DECEMBER 31, | ||||||
2014 | ||||||
O.2 | APPROVAL OF THE CONSOLIDATED | Management | For | For | ||
FINANCIAL STATEMENTS FOR THE | ||||||
FINANCIAL YEAR ENDED ON DECEMBER 31, | ||||||
2014 | ||||||
O.3 | ALLOCATION OF INCOME FOR THE | Management | For | For | ||
FINANCIAL YEAR ENDED ON DECEMBER 31, | ||||||
2014 AND SETTING THE DIVIDEND | ||||||
O.4 | APPROVAL OF THE AGREEMENTS | Management | For | For | ||
PURSUANT TO ARTICLES L.225-86 ET SEQ. | ||||||
OF THE COMMERCIAL CODE AUTHORIZED | ||||||
DURING THE FINANCIAL YEAR ENDED ON | ||||||
DECEMBER 31, 2014 | ||||||
O.5 | SETTING THE ANNUAL AMOUNT OF | Management | For | For | ||
ATTENDANCE ALLOWANCES TO BE | ||||||
ALLOCATED TO THE SUPERVISORY BOARD | ||||||
O.6 | ADVISORY REVIEW OF THE COMPENSATION | Management | For | For | ||
OWED OR PAID TO MR. HERVE MONTJOTIN, | ||||||
CHAIRMAN OF THE EXECUTIVE BOARD, FOR | ||||||
THE FINANCIAL YEAR ENDED ON | ||||||
DECEMBER 31, 2014 | ||||||
O.7 | ADVISORY REVIEW OF THE COMPENSATION | Management | For | For | ||
OWED OR PAID TO MR. PATRICK | ||||||
BATAILLARD, MR. MALCOLM WILSON, MR. | ||||||
LUIS ANGEL GOMEZ AND MR. LUDOVIC | ||||||
OSTER, EXECUTIVE BOARD MEMBERS, FOR | ||||||
THE FINANCIAL YEAR ENDED ON | ||||||
DECEMBER 31, 2014 | ||||||
O.8 | AUTHORIZATION GRANTED TO THE | Management | For | For | ||
EXECUTIVE BOARD TO TRADE IN SHARES | ||||||
OF THE COMPANY | ||||||
E.9 | AUTHORIZATION TO BE GRANTED TO THE | Management | For | For | ||
EXECUTIVE BOARD TO CANCEL SHARES | ||||||
ACQUIRED BY THE COMPANY AND TO | ||||||
REDUCE SHARE CAPITAL UP TO 10% OF | ||||||
SHARE CAPITAL PER 24-MONTH PERIOD | ||||||
E.10 | DELEGATION OF AUTHORITY TO BE | Management | For | For | ||
GRANTED TO THE EXECUTIVE BOARD TO | ||||||
ISSUE SHARES AND/OR SECURITIES GIVING | ||||||
ACCESS TO CAPITAL OF THE COMPANY | ||||||
AND/OR ENTITLING TO THE ALLOTMENT OF | ||||||
DEBT SECURITIES WHILE MAINTAINING | ||||||
SHAREHOLDERS' PREFERENTIAL | ||||||
SUBSCRIPTION RIGHTS | ||||||
E.11 | DELEGATION OF AUTHORITY TO BE | Management | For | For | ||
GRANTED TO THE EXECUTIVE BOARD TO | ||||||
ISSUE SHARES AND/OR SECURITIES GIVING | ||||||
ACCESS TO CAPITAL OF THE COMPANY | ||||||
AND/OR ENTITLING TO THE ALLOTMENT OF | ||||||
DEBT SECURITIES VIA PUBLIC OFFERING | ||||||
WITH CANCELLATION OF SHAREHOLDERS' | ||||||
PREFERENTIAL SUBSCRIPTION RIGHTS | ||||||
E.12 | DELEGATION OF AUTHORITY TO BE | Management | For | For | ||
GRANTED TO THE EXECUTIVE BOARD TO | ||||||
ISSUE SHARES AND/OR SECURITIES GIVING | ||||||
ACCESS TO CAPITAL OF THE COMPANY | ||||||
AND/OR ENTITLING TO THE ALLOTMENT OF | ||||||
DEBT SECURITIES VIA PRIVATE PLACEMENT | ||||||
PURSUANT TO ARTICLE L.411-2, II OF THE | ||||||
MONETARY AND FINANCIAL CODE UP TO | ||||||
20% OF SHARE CAPITAL WITH | ||||||
CANCELLATION OF SHAREHOLDERS' | ||||||
PREFERENTIAL SUBSCRIPTION RIGHTS | ||||||
E.13 | AUTHORIZATION TO BE GRANTED TO THE | Management | For | For | ||
EXECUTIVE BOARD TO SET THE ISSUE | ||||||
PRICE ACCORDING TO THE TERMS | ||||||
ESTABLISHED BY THE GENERAL MEETING | ||||||
UP TO 10% OF SHARE CAPITAL, IN CASE OF | ||||||
ISSUANCE WITHOUT PREFERENTIAL | ||||||
SUBSCRIPTION RIGHTS | ||||||
E.14 | AUTHORIZATION TO BE GRANTED TO THE | Management | For | For | ||
EXECUTIVE BOARD TO INCREASE THE | ||||||
NUMBER OF SECURITIES TO BE ISSUED IN | ||||||
CASE OF CAPITAL INCREASE WITH OR | ||||||
WITHOUT PREFERENTIAL SUBSCRIPTION | ||||||
RIGHTS | ||||||
E.15 | DELEGATION OF AUTHORITY TO BE | Management | For | For | ||
GRANTED TO THE EXECUTIVE BOARD TO | ||||||
DECIDE TO INCREASE SHARE CAPITAL BY | ||||||
INCORPORATION OF RESERVES, PROFITS, | ||||||
PREMIUMS OR OTHER AMOUNTS WHICH | ||||||
MAY BE CAPITALIZED | ||||||
E.16 | DELEGATION OF POWERS TO BE GRANTED | Management | For | For | ||
TO THE EXECUTIVE BOARD TO ISSUE | ||||||
SHARES AND/OR SECURITIES GIVING | ||||||
ACCESS TO CAPITAL UP TO 10% OF SHARE | ||||||
CAPITAL WITHOUT SHAREHOLDERS' | ||||||
PREFERENTIAL SUBSCRIPTION RIGHTS, IN | ||||||
CONSIDERATION FOR IN-KIND | ||||||
CONTRIBUTIONS GRANTED TO THE | ||||||
COMPANY | ||||||
E.17 | DELEGATION OF AUTHORITY TO BE | Management | For | For | ||
GRANTED TO THE EXECUTIVE BOARD TO | ||||||
DECIDE TO CARRY OUT CAPITAL | ||||||
INCREASES RESERVED FOR EMPLOYEES | ||||||
OF THE COMPANY AND COMPANIES OF THE | ||||||
GROUP PARTICIPATING IN A COMPANY | ||||||
SAVINGS PLAN WITH CANCELLATION OF | ||||||
SHAREHOLDERS' PREFERENTIAL | ||||||
SUBSCRIPTION RIGHTS | ||||||
E.18 | DELEGATION OF POWERS TO BE GRANTED | Management | For | For | ||
TO THE EXECUTIVE BOARD TO ISSUE NEW | ||||||
AND/OR EXISTING SHARE SUBSCRIPTION | ||||||
WARRANTS (BSA) IN FAVOR OF | ||||||
DESIGNATED BENEFICIARIES WITH | ||||||
CANCELLATION OF SHAREHOLDERS' | ||||||
PREFERENTIAL SUBSCRIPTION RIGHTS | ||||||
E.19 | AMENDMENT TO THE TERMS AND | Management | For | For | ||
CONDITIONS OF NEW AND / OR EXISTING | ||||||
SHARES SUBSCRIPTION WARRANTS ("BSA | ||||||
2013 B") ISSUED BY THE COMPANY UNDER | ||||||
THE 9TH RESOLUTION OF THE ANNUAL | ||||||
GENERAL MEETING OF MAY 23, 2013 | ||||||
OE.20 | POWERS TO CARRY OUT ALL LEGAL | Management | For | For | ||
FORMALITIES | ||||||
PANAUST LTD | ||||||
Security | Q7283A110 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 22-May-2015 | ||||
ISIN | AU000000PNA4 | Agenda | 706063118 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | VOTING EXCLUSIONS APPLY TO THIS | Non-Voting | ||||
MEETING FOR PROPOSALS 2, 5, 6 AND | ||||||
VOTES CAST-BY ANY INDIVIDUAL OR | ||||||
RELATED PARTY WHO BENEFIT FROM THE | ||||||
PASSING OF THE-PROPOSAL/S WILL BE | ||||||
DISREGARDED BY THE COMPANY. HENCE, | ||||||
IF YOU HAVE OBTAINED-BENEFIT OR | ||||||
EXPECT TO OBTAIN FUTURE BENEFIT (AS | ||||||
REFERRED IN THE COMPANY- | ||||||
ANNOUNCEMENT) VOTE ABSTAIN ON THE | ||||||
RELEVANT PROPOSAL ITEMS. BY DOING SO, | ||||||
YOU-ACKNOWLEDGE THAT YOU HAVE | ||||||
OBTAINED BENEFIT OR EXPECT TO OBTAIN | ||||||
BENEFIT BY THE-PASSING OF THE | ||||||
RELEVANT PROPOSAL/S. BY VOTING (FOR | ||||||
OR AGAINST) ON THE ABOVE-MENTIONED | ||||||
PROPOSAL/S, YOU ACKNOWLEDGE THAT | ||||||
YOU HAVE NOT OBTAINED BENEFIT- | ||||||
NEITHER EXPECT TO OBTAIN BENEFIT BY | ||||||
THE PASSING OF THE RELEVANT | ||||||
PROPOSAL/S-AND YOU COMPLY WITH THE | ||||||
VOTING EXCLUSION | ||||||
2 | ADOPTION OF REMUNERATION REPORT | Management | For | For | ||
(NON-BINDING RESOLUTION) | ||||||
3 | RE-ELECTION OF MR KEN PICKERING AS A | Management | For | For | ||
DIRECTOR | ||||||
4 | RE-ELECTION OF MR GEOFF HANDLEY AS A | Management | For | For | ||
DIRECTOR | ||||||
5 | APPROVAL OF ISSUE OF SHARES AND | Management | For | For | ||
ADVANCE OF LOAN TO THE MANAGING | ||||||
DIRECTOR UNDER THE EXECUTIVE LONG- | ||||||
TERM SHARE PLAN | ||||||
6 | APPROVAL FOR CONTINUATION OF LONG | Management | For | For | ||
TERM INCENTIVES FOR MR ROBERT USHER | ||||||
YANCOAL AUSTRALIA LTD, SYDNEY NSW | ||||||
Security | Q9869P115 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 29-May-2015 | ||||
ISIN | AU000000YAL0 | Agenda | 706081368 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | VOTING EXCLUSIONS APPLY TO THIS | Non-Voting | ||||
MEETING FOR PROPOSALS 3, 5 AND VOTES | ||||||
CAST BY-ANY INDIVIDUAL OR RELATED | ||||||
PARTY WHO BENEFIT FROM THE PASSING | ||||||
OF THE PROPOSAL-WILL BE DISREGARDED | ||||||
BY THE COMPANY. HENCE, IF YOU HAVE | ||||||
OBTAINED BENEFIT OR-EXPECT TO OBTAIN | ||||||
FUTURE BENEFIT (AS REFERRED IN THE | ||||||
COMPANY ANNOUNCEMENT)-VOTE ABSTAIN | ||||||
ON THE RELEVANT PROPOSAL ITEMS. BY | ||||||
DOING SO, YOU ACKNOWLEDGE-THAT YOU | ||||||
HAVE OBTAINED BENEFIT OR EXPECT TO | ||||||
OBTAIN BENEFIT BY THE PASSING OF-THE | ||||||
RELEVANT PROPOSAL. BY VOTING (FOR OR | ||||||
AGAINST) ON THE ABOVE MENTIONED- | ||||||
PROPOSAL, YOU ACKNOWLEDGE THAT YOU | ||||||
HAVE NOT OBTAINED BENEFIT NEITHER | ||||||
EXPECT-TO OBTAIN BENEFIT BY THE | ||||||
PASSING OF THE RELEVANT PROPOSAL | ||||||
AND YOU COMPLY WITH-THE VOTING | ||||||
EXCLUSION | ||||||
2.a | RE-ELECT GREGORY JAMES FLETCHER AS | Management | For | For | ||
A DIRECTOR OF THE COMPANY | ||||||
2.b | RE-ELECT GEOFFREY WILLIAM RABY AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
2.c | RE-ELECT WILLIAM JAMES RANDALL AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
3 | ADOPTION OF REMUNERATION REPORT | Management | For | For | ||
4 | APPOINT SHINEWING AUSTRALIA AS | Management | For | For | ||
AUDITOR OF THE COMPANY | ||||||
5 | RENEWAL OF PROPORTIONAL TAKEOVER | Management | For | For | ||
PROVISION | ||||||
SYNERGY HEALTH PLC | ||||||
Security | G8646U109 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 24-Sep-2015 | ||||
ISIN | GB0030757263 | Agenda | 705890588 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO APPROVE THE SPECIAL RESOLUTION AS | Management | For | For | ||
SET OUT IN THE NOTICE OF GENERAL | ||||||
MEETING DATED 17 FEBRUARY 2015 TO | ||||||
GIVE EFFECT TO THE SCHEME OF | ||||||
ARRANGEMENT DATED 17 FEBRUARY 2015 | ||||||
CMMT | 16 JUN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO POSTPONEMENT OF THE | ||||||
ME-ETING DATE FROM 11 JUN 2015 TO 24 | ||||||
SEP 2015 AND DELETION OF THE COMMENT. | ||||||
IF YOU-HAVE ALREADY SENT IN YOUR | ||||||
VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLESS YOU DECIDE T-O AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
CMMT | 16 JUN 2015: DELETION OF REVISION | Non-Voting | ||||
COMMENT | ||||||
SYNERGY HEALTH PLC | ||||||
Security | G8646U109 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 24-Sep-2015 | ||||
ISIN | GB0030757263 | Agenda | 705890653 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A | Non-Voting | ||||
VALID VOTE OPTION FOR THIS MEETING | ||||||
TYPE.-PLEASE CHOOSE BETWEEN "FOR" | ||||||
AND "AGAINST" ONLY. SHOULD YOU | ||||||
CHOOSE TO VOTE-ABSTAIN FOR THIS | ||||||
MEETING THEN YOUR VOTE WILL BE | ||||||
DISREGARDED BY THE ISSUER OR-ISSUERS | ||||||
AGENT. | ||||||
1 | APPROVAL OF THE SCHEME | Management | For | For | ||
CMMT | 16 JUN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO POSTPONEMENT OF THE | ||||||
ME-ETING DATE FROM 11 JUN 2015 TO 24 | ||||||
SEP 2015 AND DELETION OF THE COMMENT. | ||||||
IF YOU-HAVE ALREADY SENT IN YOUR | ||||||
VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLESS YOU DECIDE T-O AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
CMMT | 16 JUN 2015: DELETION OF REVISION | Non-Voting | ||||
COMMENT |
THE ARBITRAGE EVENT-DRIVEN FUND
Investment Company Report | ||||||
CELESIO AG, STUTTGART | ||||||
Security | D1497R112 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 15-Jul-2014 | ||||
ISIN | DE000CLS1001 | Agenda | 705369165 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
PLEASE NOTE THAT BY JUDGEMENT OF | Non-Voting | |||||
OLG COLOGNE RENDERED ON JUNE 6, 2012, | ||||||
ANY SHA-REHOLDER WHO HOLDS AN | ||||||
AGGREGATE TOTAL OF 3 PERCENT OR | ||||||
MORE OF THE OUTSTANDING-SHARE | ||||||
CAPITAL MUST REGISTER UNDER THEIR | ||||||
BENEFICIAL OWNER DETAILS BEFORE THE | ||||||
AP-PROPRIATE DEADLINE TO BE ABLE TO | ||||||
VOTE. FAILURE TO COMPLY WITH THE | ||||||
DECLARATION-REQUIREMENTS AS | ||||||
STIPULATED IN SECTION 21 OF THE | ||||||
SECURITIES TRADE ACT (WPHG) MA-Y | ||||||
PREVENT THE SHAREHOLDER FROM | ||||||
VOTING AT THE GENERAL MEETINGS. | ||||||
THEREFORE, YOUR-CUSTODIAN MAY | ||||||
REQUEST THAT WE REGISTER BENEFICIAL | ||||||
OWNER DATA FOR ALL VOTED AC-COUNTS | ||||||
WITH THE RESPECTIVE SUB CUSTODIAN. IF | ||||||
YOU REQUIRE FURTHER INFORMATION W- | ||||||
HETHER OR NOT SUCH BO REGISTRATION | ||||||
WILL BE CONDUCTED FOR YOUR | ||||||
CUSTODIANS ACCOU-NTS, PLEASE | ||||||
CONTACT YOUR CSR. | ||||||
THE SUB CUSTODIANS HAVE ADVISED THAT | Non-Voting | |||||
VOTED SHARES ARE NOT BLOCKED FOR | ||||||
TRADING-PURPOSES I.E. THEY ARE ONLY | ||||||
UNAVAILABLE FOR SETTLEMENT. | ||||||
REGISTERED SHARES WILL-BE | ||||||
DEREGISTERED AT THE DEREGISTRATION | ||||||
DATE BY THE SUB CUSTODIANS. IN ORDER | ||||||
TO-DELIVER/SETTLE A VOTED POSITION | ||||||
BEFORE THE DEREGISTRATION DATE A | ||||||
VOTING INSTR-UCTION CANCELLATION AND | ||||||
DE-REGISTRATION REQUEST NEEDS TO BE | ||||||
SENT TO YOUR CSR O-R CUSTODIAN. | ||||||
PLEASE CONTACT YOUR CSR FOR | ||||||
FURTHER INFORMATION. | ||||||
THE VOTE/REGISTRATION DEADLINE AS | Non-Voting | |||||
DISPLAYED ON PROXYEDGE IS SUBJECT TO | ||||||
CHANGE-AND WILL BE UPDATED AS SOON | ||||||
AS BROADRIDGE RECEIVES CONFIRMATION | ||||||
FROM THE SUB C-USTODIANS REGARDING | ||||||
THEIR INSTRUCTION DEADLINE. FOR ANY | ||||||
QUERIES PLEASE CONTACT-YOUR CLIENT | ||||||
SERVICES REPRESENTATIVE. | ||||||
ACCORDING TO GERMAN LAW, IN CASE OF | Non-Voting | |||||
SPECIFIC CONFLICTS OF INTEREST IN | ||||||
CONNECTI-ON WITH SPECIFIC ITEMS OF | ||||||
THE AGENDA FOR THE GENERAL MEETING | ||||||
YOU ARE NOT ENTIT-LED TO EXERCISE | ||||||
YOUR VOTING RIGHTS. FURTHER, YOUR | ||||||
VOTING RIGHT MIGHT BE EXCLUD-ED WHEN | ||||||
YOUR SHARE IN VOTING RIGHTS HAS | ||||||
REACHED CERTAIN THRESHOLDS AND YOU | ||||||
HAV-E NOT COMPLIED WITH ANY OF YOUR | ||||||
MANDATORY VOTING RIGHTS | ||||||
NOTIFICATIONS PURSUANT-TO THE | ||||||
GERMAN SECURITIES TRADING ACT | ||||||
(WHPG). FOR QUESTIONS IN THIS REGARD | ||||||
PLE-ASE CONTACT YOUR CLIENT SERVICE | ||||||
REPRESENTATIVE FOR CLARIFICATION. IF | ||||||
YOU DO NO-T HAVE ANY INDICATION | ||||||
REGARDING SUCH CONFLICT OF INTEREST, | ||||||
OR ANOTHER EXCLUSIO-N FROM VOTING, | ||||||
PLEASE SUBMIT YOUR VOTE AS USUAL. | ||||||
THANK YOU. | ||||||
COUNTER PROPOSALS MAY BE SUBMITTED | Non-Voting | |||||
UNTIL 30 JUN 2014. FURTHER INFORMATION | ||||||
ON C-OUNTER PROPOSALS CAN BE FOUND | ||||||
DIRECTLY ON THE ISSUER'S WEBSITE | ||||||
(PLEASE REFER T-O THE MATERIAL URL | ||||||
SECTION OF THE APPLICATION). IF YOU | ||||||
WISH TO ACT ON THESE IT-EMS, YOU WILL | ||||||
NEED TO REQUEST A MEETING ATTEND | ||||||
AND VOTE YOUR SHARES DIRECTLY A-T | ||||||
THE COMPANY'S MEETING. COUNTER | ||||||
PROPOSALS CANNOT BE REFLECTED IN | ||||||
THE BALLOT O-N PROXYEDGE. | ||||||
1. | ||||||
PRESENTATION OF THE ADOPTED ANNUAL | Non-Voting | |||||
FINANCIAL STATEMENTS OF CELESIO AG | ||||||
AND THE-APPROVED CONSOLIDATED | ||||||
FINANCIAL STATEMENTS AS AT 31 | ||||||
DECEMBER 2013, THE COMBINE-D | ||||||
MANAGEMENT REPORT FOR CELESIO AG | ||||||
AND THE GROUP, INCLUDING THE | ||||||
EXPLANATORY RE-PORT OF THE | ||||||
MANAGEMENT BOARD ON THE | ||||||
DISCLOSURES PURSUANT TO SECTION 289 | ||||||
(4) AN-D (5) AND SECTION 315 (4) OF THE | ||||||
GERMAN COMMERCIAL CODE | ||||||
(HANDELSGESETZBUCH, "H-GB") AND THE | ||||||
REPORT OF THE SUPERVISORY BOARD FOR | ||||||
THE 2013 FISCAL YEAR | ||||||
2. | RESOLUTION ON THE APPROPRIATION OF | Management | For | For | ||
NET RETAINED PROFIT FOR THE 2013 | ||||||
FISCAL YEAR: THE MANAGEMENT BOARD | ||||||
AND THE SUPERVISORY BOARD PROPOSE | ||||||
THAT THE NET RETAINED PROFIT OF EUR | ||||||
82,356,815.36 REPORTED FOR THE 2013 | ||||||
FISCAL YEAR BE APPROPRIATED AS | ||||||
FOLLOWS: A) DISTRIBUTION OF A DIVIDEND | ||||||
OF EUR 0.30 PER SHARE ON THE DIVIDEND- | ||||||
BEARING SHARE CAPITAL FOR THE 2013 | ||||||
FISCAL YEAR OF EUR 217,728,000.00, WHICH | ||||||
IS DIVIDED INTO 170,100,000 NO-PAR VALUE | ||||||
SHARES = EUR 51,030,000.00. B) TO CARRY | ||||||
FORWARD THE AMOUNT OF EUR | ||||||
31,326,815.36 TO A NEW ACCOUNT. THE | ||||||
DIVIDEND WILL BE PRESUMABLY PAYABLE | ||||||
AS OF 16 JULY 2014 | ||||||
3. | RESOLUTION TO RATIFY THE ACTIONS OF | Management | For | For | ||
THE MEMBERS OF THE MANAGEMENT | ||||||
BOARD FOR THE 2013 FISCAL YEAR | ||||||
4. | RESOLUTION TO RATIFY THE ACTIONS OF | Management | For | For | ||
THE MEMBERS OF THE SUPERVISORY | ||||||
BOARD FOR THE 2013 FISCAL YEAR | ||||||
5. | RESOLUTION TO AMEND THE FISCAL YEAR | Management | For | For | ||
OF THE COMPANY AND AMEND THE | ||||||
ARTICLES OF ASSOCIATION ACCORDINGLY | ||||||
IN SECTION 10 (FISCAL YEAR-ANNUAL | ||||||
FINANCIAL STATEMENTS) | ||||||
6.1 | ELECTION OF THE AUDITOR AND THE | Management | For | For | ||
GROUP AUDITOR FOR THE 2014 FISCAL | ||||||
YEAR, THE 2015 SHORT FISCAL YEAR FROM | ||||||
1 JANUARY 2015 TO 31 MARCH 2015 AND | ||||||
THE INTERIM FINANCIAL REPORTS FOR THE | ||||||
2015 / 2016 FISCAL YEAR: BASED ON THE | ||||||
RECOMMENDATION OF THE AUDIT | ||||||
COMMITTEE, THE SUPERVISORY BOARD | ||||||
PROPOSES THE ELECTION OF ERNST & | ||||||
YOUNG GMBH | ||||||
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, | ||||||
STUTTGART, AS AUDITOR AND GROUP | ||||||
AUDITOR FOR THE 2014 FISCAL YEAR AND | ||||||
FOR THE REVIEW OF THE 2014 HALF-YEAR | ||||||
REPORT AND QUARTERLY REPORTS FOR | ||||||
THE FIRST THROUGH THIRD QUARTERS OF | ||||||
2014, INSOFAR AS A REVIEW OF THESE | ||||||
REPORTS IS COMMISSIONED | ||||||
6.2 | ELECTION OF THE AUDITOR AND THE | Management | For | For | ||
GROUP AUDITOR FOR THE 2014 FISCAL | ||||||
YEAR, THE 2015 SHORT FISCAL YEAR FROM | ||||||
1 JANUARY 2015 TO 31 MARCH 2015 AND | ||||||
THE INTERIM FINANCIAL REPORTS FOR THE | ||||||
2015 / 2016 FISCAL YEAR: BASED ON THE | ||||||
RECOMMENDATION OF THE AUDIT | ||||||
COMMITTEE, THE SUPERVISORY BOARD | ||||||
PROPOSES THE ELECTION OF DELOITTE & | ||||||
TOUCHE GMBH | ||||||
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, | ||||||
STUTTGART, AS AUDITOR AND GROUP | ||||||
AUDITOR FOR THE 2015 SHORT FISCAL | ||||||
YEAR FROM 1 JANUARY 2015 THROUGH 31 | ||||||
MARCH 2015 AND FOR THE REVIEW OF THE | ||||||
INTERIM FINANCIAL REPORTS FOR THE 2015 | ||||||
/ 2016 FISCAL YEAR THAT WILL BE | ||||||
PREPARED PRIOR TO THE ANNUAL | ||||||
GENERAL MEETING IN 2015, INSOFAR AS A | ||||||
REVIEW OF THESE REPORTS IS | ||||||
COMMISSIONED | ||||||
7.1 | ELECTIONS TO THE SUPERVISORY BOARD: | Management | For | For | ||
MR. JOHN H. HAMMERGREN | ||||||
7.2 | ELECTIONS TO THE SUPERVISORY BOARD: | Management | For | For | ||
DR. WILHELM HAARMANN | ||||||
7.3 | ELECTIONS TO THE SUPERVISORY BOARD: | Management | For | For | ||
MR. PAUL C. JULIAN | ||||||
8.1 | RESOLUTION ON THE APPROVAL OF THE | Management | For | For | ||
CONCLUSION OF TWO AMENDMENT | ||||||
AGREEMENTS TO EXISTING DOMINATION | ||||||
AND PROFIT AND LOSS TRANSFER | ||||||
AGREEMENT: DOMINATION AND PROFIT | ||||||
AND LOSS TRANSFER AGREEMENT | ||||||
BETWEEN CELESIO AG AND ADMENTA | ||||||
DEUTSCHLAND GMBH, STUTTGART, OF 15 | ||||||
FEBRUARY 2006 | ||||||
8.2 | RESOLUTION ON THE APPROVAL OF THE | Management | For | For | ||
CONCLUSION OF TWO AMENDMENT | ||||||
AGREEMENTS TO EXISTING DOMINATION | ||||||
AND PROFIT AND LOSS TRANSFER | ||||||
AGREEMENT: DOMINATION AND PROFIT | ||||||
AND LOSS TRANSFER AGREEMENT | ||||||
BETWEEN CELESIO AG AND GEHE PHARMA | ||||||
HANDEL GMBH, STUTTGART, OF 22 APRIL | ||||||
1996, AMENDED BY THE RIDER OF 22 | ||||||
DECEMBER 2000 | ||||||
9. | RESOLUTION ON THE APPROVAL OF A | Management | For | For | ||
DOMINATION AND PROFIT AND LOSS | ||||||
TRANSFER AGREEMENT BETWEEN CELESIO | ||||||
AG AND GEHE IMMOBILIEN VERWALTUNGS- | ||||||
GMBH | ||||||
10. | RESOLUTION ON THE APPROVAL OF A | Management | For | For | ||
DOMINATION AND PROFIT AND LOSS | ||||||
TRANSFER AGREEMENT BETWEEN CELESIO | ||||||
AG AND DRAGONFLY GMBH & CO. KGAA | ||||||
KENTZ CORPORATION LIMITED, ST. HELIER | ||||||
Security | G5253R106 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 11-Aug-2014 | ||||
ISIN | JE00B28ZGP75 | Agenda | 705476984 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE | Non-Voting | ||||
ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' | ||||||
FOR-RESOLUTION "1", ABSTAIN IS NOT A | ||||||
VOTING OPTION ON THIS MEETING | ||||||
1 | TO APPROVE THE SCHEME IN | Management | For | For | ||
ACCORDANCE WITH THE TERMS OF THE | ||||||
NOTICE CONVENING THE COURT MEETING | ||||||
KENTZ CORPORATION LIMITED, ST. HELIER | ||||||
Security | G5253R106 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 11-Aug-2014 | ||||
ISIN | JE00B28ZGP75 | Agenda | 705478609 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO GIVE EFFECT TO THE SCHEME OF | Management | For | For | ||
ARRANGEMENT BETWEEN THE COMPANY | ||||||
AND THE SCHEME SHAREHOLDERS (THE | ||||||
'SCHEME'): 1. TO AUTHORISE THE | ||||||
DIRECTORS OF THE COMPANY TO TAKE ALL | ||||||
SUCH ACTION AS THEY MAY CONSIDER | ||||||
NECESSARY OR APPROPRIATE; AND 2. TO | ||||||
MAKE CERTAIN AMENDMENTS TO THE | ||||||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY, IN EACH CASE AS MORE | ||||||
PARTICULARLY SET OUT IN THE NOTICE OF | ||||||
EXTRAORDINARY GENERAL MEETING TO | ||||||
WHICH THIS PROXY RELATES | ||||||
ZIGGO N.V., UTRECHT | ||||||
Security | N9837R105 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 26-Aug-2014 | ||||
ISIN | NL0006294290 | Agenda | 705445888 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | OPENING | Non-Voting | ||||
2 | PUBLIC OFFER | Non-Voting | ||||
3.A | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: APPROVAL OF THE ASSET | ||||||
SALE (AS DEFINED BELOW) AS REQUIRED | ||||||
UNDER SECTION 2:107A DCC | ||||||
3.B | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: CONDITIONAL RESOLUTION | ||||||
TO DISSOLVE (ONTBINDEN) AND LIQUIDATE | ||||||
(VEREFFENEN) ZIGGO IN ACCORDANCE | ||||||
WITH SECTION 2:19 OF THE DCC | ||||||
3.C | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: CONDITIONAL RESOLUTION | ||||||
TO APPOINT ZIGGO B.V. AS THE CUSTODIAN | ||||||
OF THE BOOKS AND RECORDS OF ZIGGO IN | ||||||
ACCORDANCE WITH SECTION 2:24 OF THE | ||||||
DCC | ||||||
4.A | CORPORATE GOVERNANCE STRUCTURE | Management | For | For | ||
ZIGGO: AMENDMENT OF ZIGGO'S ARTICLES | ||||||
OF ASSOCIATION (THE ARTICLES OF | ||||||
ASSOCIATION) EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE | ||||||
4.B | CORPORATE GOVERNANCE STRUCTURE | Management | For | For | ||
ZIGGO: AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION EFFECTIVE AS PER THE DATE | ||||||
OF DELISTING FROM EURONEXT | ||||||
AMSTERDAM | ||||||
5 | PROFILE SUPERVISORY BOARD: | Non-Voting | ||||
CONDITIONAL AMENDMENT OF THE- | ||||||
PROFILE(PROFIELSCHETS) OF THE | ||||||
SUPERVISORY BOARD | ||||||
6.A | APPOINTMENT MEMBERS OF THE | Non-Voting | ||||
SUPERVISORY BOARD: NOTIFICATION TO | ||||||
THE GENERAL-MEETING OF THE VACANCIES | ||||||
IN THE SUPERVISORY BOARD | ||||||
6.B | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: RESOLUTION OF | ||||||
THE GENERAL MEETING NOT TO MAKE USE | ||||||
OF ITS RIGHT TO MAKE | ||||||
RECOMMENDATIONS FOR THE PROPOSAL | ||||||
TO APPOINT MEMBERS OF THE | ||||||
SUPERVISORY BOARD WITH DUE | ||||||
OBSERVANCE OF THE PROFILE | ||||||
6.C | APPOINTMENT MEMBERS OF THE | Non-Voting | ||||
SUPERVISORY BOARD: ANNOUNCEMENT TO | ||||||
THE GENERAL-MEETING OF MR. DIEDERIK | ||||||
KARSTEN, MR. RITCHY DROST, MR. JAMES | ||||||
RYAN AND MR.-HUUB WILLEMS NOMINATED | ||||||
FOR CONDITIONAL APPOINTMENT AS | ||||||
MEMBERS OF THE-SUPERVISORY BOARD | ||||||
6.D | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. DIEDERIK KARSTEN | ||||||
AS MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.E | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. RITCHY DROST AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.F | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. JAMES RYAN AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
6.G | APPOINTMENT MEMBERS OF THE | Management | For | For | ||
SUPERVISORY BOARD: CONDITIONAL | ||||||
APPOINTMENT OF MR. HUUB WILLEMS AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
7 | CONDITIONAL ACCEPTANCE OF | Management | For | For | ||
RESIGNATION AND GRANTING OF FULL AND | ||||||
FINAL DISCHARGE FROM LIABILITY FOR | ||||||
EACH OF THE RESIGNING MEMBERS OF THE | ||||||
SUPERVISORY BOARD, IN CONNECTION | ||||||
WITH HIS/HER CONDITIONAL RESIGNATION | ||||||
EFFECTIVE AS PER THE SETTLEMENT DATE | ||||||
(AS DEFINED IN THE AGENDA WITH | ||||||
EXPLANATORY NOTES): MR. ANDREW | ||||||
SUKAWATY, MR. DAVID BARKER, MR. | ||||||
JOSEPH SCHULL, MS. PAMELA | ||||||
BOUMEESTER, MR. DIRK-JAN VAN DEN | ||||||
BERG AND MR. ANNE WILLEM KIST | ||||||
8 | VACANCY MANAGEMENT BOARD: MR. | Non-Voting | ||||
BAPTIEST COOPMANS | ||||||
9 | RESIGNATION AND DISCHARGE MEMBERS | Management | For | For | ||
OF THE MANAGEMENT BOARD: MR. RENE | ||||||
OBERMANN, MR. PAUL HENDRIKS AND MR. | ||||||
HENDRIK DE GROOT | ||||||
10 | ANY OTHER BUSINESS | Non-Voting | ||||
11 | CLOSE OF MEETING | Non-Voting | ||||
CMMT | 19 AUG 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION OF | ||||||
RESOLU-TION NO. 7. IF YOU HAVE ALREADY | ||||||
SENT IN YOUR VOTES, PLEASE DO NOT | ||||||
VOTE AGAIN U-NLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU. | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705739843 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO RECEIVE AND CONSIDER THE ANNUAL | Management | For | For | ||
REPORT AND FINANCIAL STATEMENTS | ||||||
2 | TO APPROVE THE DIRECTORS' | Management | For | For | ||
REMUNERATION POLICY | ||||||
3 | TO APPROVE THE DIRECTORS' | Management | For | For | ||
REMUNERATION REPORT FOR THE PERIOD | ||||||
ENDED 23 AUGUST 2014 | ||||||
4 | TO DECLARE A FINAL DIVIDEND 1.50 PENCE | Management | For | For | ||
PER ORDINARY SHARE | ||||||
5 | TO RE-APPOINT KPMG LLP AS AUDITOR OF | Management | For | For | ||
THE COMPANY TO HOLD OFFICE FROM THE | ||||||
CONCLUSION OF THE MEETING UNTIL THE | ||||||
CONCLUSION OF THE NEXT GENERAL | ||||||
MEETING AT WHICH ACCOUNTS ARE LAID | ||||||
BEFORE THE COMPANY | ||||||
6 | TO AUTHORISE THE DIRECTORS TO | Management | For | For | ||
DETERMINE THE REMUNERATION OF THE | ||||||
AUDITOR OF THE COMPANY | ||||||
7 | TO AUTHORISE POLITICAL DONATIONS | Management | For | For | ||
8 | THAT WALKER BOYD BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
9 | THAT MIKE TYE BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
10 | THAT PADDY GALLAGHER BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
11 | THAT TONY RICE BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
12 | THAT MARK PAIN BE RE-ELECTED AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
13 | THAT CHRISTOPHER BELL BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
14 | THAT JULIE CHAKRAVERTY BE RE-ELECTED | Management | For | For | ||
AS A DIRECTOR OF THE COMPANY | ||||||
15 | AUTHORITY TO ALLOT SHARES | Management | For | For | ||
16 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | ||
17 | AUTHORITY TO MAKE MARKET PURCHASES | Management | For | For | ||
18 | THAT A GENERAL MEETING OF THE | Management | For | For | ||
COMPANY, OTHER THAN AN ANNUAL | ||||||
GENERAL MEETING MAY BE CALLED ON | ||||||
NOT LESS THAN 14 CLEAR DAYS' NOTICE | ||||||
CMMT | 05 DEC 2014: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION TO TEXT | ||||||
O-F RESOLUTION 11. IF YOU HAVE ALREADY | ||||||
SENT IN YOUR VOTES, PLEASE DO NOT | ||||||
VOTE AG-AIN UNLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU. | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705754061 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A | Non-Voting | ||||
VALID VOTE OPTION FOR THIS MEETING | ||||||
TYPE.-PLEASE CHOOSE BETWEEN "FOR" | ||||||
AND "AGAINST" ONLY. SHOULD YOU | ||||||
CHOOSE TO VOTE-ABSTAIN FOR THIS | ||||||
MEETING THEN YOUR VOTE WILL BE | ||||||
DISREGARDED BY THE ISSUER OR-ISSUERS | ||||||
AGENT | ||||||
1 | FOR THE PURPOSE OF CONSIDERING AND, | Management | For | For | ||
IF THOUGHT FIT, APPROVING, WITH OR | ||||||
WITHOUT MODIFICATION, THE SCHEME | ||||||
REFERRED TO IN THE NOTICE CONVENING | ||||||
THE COURT MEETING | ||||||
SPIRIT PUB COMPANY PLC, BURTON-UPON-TRENT | ||||||
Security | G8362S106 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 13-Jan-2015 | ||||
ISIN | GB00B5NFV695 | Agenda | 705754073 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
Management | ||||||
1 | TO AUTHORISE THE DIRECTORS TO DO ALL | For | For | |||
THINGS NECESSARY TO IMPLEMENT THE | ||||||
SCHEME OF ARRANGEMENT WITH GREENE | ||||||
KING AND TO APPROVE THE REDUCTION OF | ||||||
CAPITAL FORMING PART OF THE SCHEME | ||||||
AND CERTAIN OTHER MATTERS | ||||||
CONNECTED WITH THE SCHEME | ||||||
EXACT HOLDING N.V., DELFT | ||||||
Security | N31357101 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 27-Jan-2015 | ||||
ISIN | NL0000350361 | Agenda | 705752271 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | OPENING AND ANNOUNCEMENTS | Non-Voting | ||||
2 | EXPLANATION OF THE RECOMMENDED | Non-Voting | ||||
CASH OFFER BY EIGER ACQUISITIONS B.V. | ||||||
(THE-"OFFEROR"), A COMPANY ULTIMATELY | ||||||
CONTROLLED BY CERTAIN FUNDS ADVISED | ||||||
BY APAX-PARTNERS, FOR ALL THE ISSUED | ||||||
AND OUTSTANDING ORDINARY SHARES | ||||||
WITH A NOMINAL-VALUE OF EUR 0.02 EACH | ||||||
IN THE CAPITAL OF EXACT HOLDING N.V. | ||||||
(THE "COMPANY")-(THE "OFFER") AS | ||||||
FURTHER EXPLAINED IN THE OFFER | ||||||
MEMORANDUM RELATING TO THE-OFFER | ||||||
DATED 15 DECEMBER 2014, (THE "OFFER | ||||||
MEMORANDUM") | ||||||
3 | CONDITIONAL AMENDMENT OF THE | Management | For | For | ||
ARTICLES OF ASSOCIATION OF THE | ||||||
COMPANY AS PER THE SETTLEMENT DATE | ||||||
(AS DEFINED IN THE OFFER MEMORANDUM) | ||||||
AND AUTHORIZATION TO EXECUTE THE | ||||||
DEED OF AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION | ||||||
4.A | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: APPROVAL OF THE ASSET | ||||||
SALE AS REQUIRED UNDER SECTION 2:107A | ||||||
DCC | ||||||
4.B | CONDITIONAL ASSET SALE AND | Management | For | For | ||
LIQUIDATION: RESOLUTION TO DISSOLVE | ||||||
(ONTBINDEN) AND LIQUIDATE | ||||||
(VEREFFENEN) THE COMPANY IN | ||||||
ACCORDANCE WITH SECTION 2:19 OF THE | ||||||
DCC | ||||||
5.A | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR ROY | ||||||
MACKENZIE | ||||||
5.B | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR JASON | ||||||
WRIGHT | ||||||
5.C | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR WILL | ||||||
CHEN | ||||||
5.D | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MRS | ||||||
ILONKA JANKOVICH DE JESZENICE | ||||||
5.E | APPOINTMENT OF THE FOLLOWING | Management | For | For | ||
SUPERVISORY BOARD MEMBER: MR KIRAN | ||||||
PATEL | ||||||
6 | AUTHORIZATION FOR THE BOARD OF | Management | For | For | ||
MANAGING DIRECTORS OF THE COMPANY | ||||||
TO REPURCHASE SHARES IN ITS OWN | ||||||
CAPITAL FOR A PRICE NOT EXCEEDING THE | ||||||
OFFER PRICE (AS DEFINED IN THE OFFER | ||||||
MEMORANDUM) | ||||||
7.A | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR THIERRY SCHAAP | ||||||
7.B | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR WILLEM CRAMER | ||||||
7.C | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR PETER VAN | ||||||
HAASTEREN | ||||||
7.D | CONDITIONAL ACCEPTANCE OF THE | Management | For | For | ||
RESIGNATION OF THE RESIGNING | ||||||
SUPERVISORY BOARD MEMBERS AS PER | ||||||
THE SETTLEMENT DATE AND CONDITIONAL | ||||||
GRANTING OF FULL DISCHARGE TO EACH | ||||||
OF THE RESIGNING SUPERVISORY BOARD | ||||||
MEMBERS WITH RESPECT TO THEIR DUTIES | ||||||
AND OBLIGATIONS PERFORMED AND | ||||||
INCURRED AS MEMBERS OF THE | ||||||
SUPERVISORY BOARD UNTIL THE DATE OF | ||||||
THE EGM, EFFECTIVE AS PER THE | ||||||
SETTLEMENT DATE: MR EVERT KOOISTRA | ||||||
8 | ANY OTHER BUSINESS | Non-Voting | ||||
9 | CLOSING | Non-Voting | ||||
NUTRECO N.V., BOXMEER | ||||||
Security | N6509P151 | Meeting Type | ExtraOrdinary General Meeting | |||
Ticker Symbol | Meeting Date | 09-Feb-2015 | ||||
ISIN | NL0010395208 | Agenda | 705771308 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT THIS IS AN | Non-Voting | ||||
AMENDMENT TO MEETING ID 409852 DUE TO | ||||||
CHANGE IN AG-ENDA. ALL VOTES RECEIVED | ||||||
ON THE PREVIOUS MEETING WILL BE | ||||||
DISREGARDED AND YOU W-ILL NEED TO | ||||||
REINSTRUCT ON THIS MEETING NOTICE. | ||||||
THANK YOU. | ||||||
1.1 | OPENING OF THE GENERAL MEETING | Non-Voting | ||||
1.2 | NOTIFICATIONS | Non-Voting | ||||
2 | ON 20 OCTOBER 2014, NUTRECO AND SHV | Non-Voting | ||||
HOLDINGS N.V. ( SHV ) JOINTLY | ||||||
ANNOUNCED TH-AT THEY REACHED | ||||||
CONDITIONAL AGREEMENT IN CONNECTION | ||||||
WITH A PUBLIC OFFER BY SHV- | ||||||
INVESTMENTS LTD., A WHOLLY-OWNED | ||||||
SUBSIDIARY OF SHV, FOR ALL ISSUED AND | ||||||
OUTSTA-NDING ORDINARY SHARES IN THE | ||||||
CAPITAL OF NUTRECO AT AN OFFER PRICE | ||||||
OF EUR 40.00-(CUM DIVIDEND) IN CASH FOR | ||||||
EACH NUTRECO ORDINARY SHARE, | ||||||
SUBJECT TO CUSTOMARY-CONDITIONS. ON | ||||||
10 NOVEMBER 2014, NUTRECO AND SHV | ||||||
JOINTLY ANNOUNCED THEY HAVE A- | ||||||
MENDED THEIR CONDITIONAL AGREEMENT, | ||||||
PREVIOUSLY ANNOUNCED ON 20 OCTOBER | ||||||
2014, I-N CONNECTION WITH A PUBLIC | ||||||
OFFER BY SHV INVESTMENTS LTD., A | ||||||
WHOLLY-OWNED SUBSI-DIARY OF SHV, FOR | ||||||
ALL ISSUED AND OUTSTANDING ORDINARY | ||||||
SHARES IN THE CAPITAL OF-NUTRECO. | ||||||
UNDER THE TERMS OF THE AMENDED | ||||||
CONDITIONAL AGREEMENT, SHV HAS | ||||||
AGREED-TO INCREASE ITS OFFER PRICE | ||||||
FROM EUR 40.00 (CUM DIVIDEND) TO EUR | ||||||
44.50 (CUM D-IVIDEND) IN CASH FOR EACH | ||||||
NUTRECO ORDINARY SHARE (THE OFFER ). | ||||||
FURTHER REFEREN-CE IS MADE TO THE | ||||||
OFFER MEMORANDUM. FOR THE | ||||||
RECOMMENDATION OF THE OFFER, REFER- | ||||||
ENCE IS MADE TO THE POSITION | ||||||
STATEMENT. DURING THE EGM A | ||||||
PRESENTATION WILL BE-HELD ON THE | ||||||
OFFER AND THE OFFER WILL BE | ||||||
DISCUSSED | ||||||
3 | A GROUP OF KEY STAFF OF NUTRECO | Management | For | For | ||
QUALIFY FOR A COMPLETION BONUS, | ||||||
PAYABLE IN CASH. AS THE MEMBERS OF | ||||||
THE EXECUTIVE BOARD ARE PART OF THIS | ||||||
GROUP OF KEY STAFF, THE SUPERVISORY | ||||||
BOARD PROPOSES TO GRANT EACH | ||||||
MEMBER OF THE EXECUTIVE BOARD A | ||||||
COMPLETION BONUS, PAYABLE IN CASH, | ||||||
AMOUNTING TO SIX MONTHS' FIXED BASE | ||||||
SALARY. THIS COMPLETION BONUS SHALL | ||||||
ONLY BECOME PAYABLE IF ANY THIRD | ||||||
PARTY ACQUIRES MORE THAN 66 2 3 PCT | ||||||
OF THE OUTSTANDING SHARES IN | ||||||
NUTRECO AT SETTLEMENT OF A PUBLIC | ||||||
TENDER OFFER BY THAT THIRD PARTY AND | ||||||
SUCH SETTLEMENT OCCURS PRIOR TO 1 | ||||||
JULY 2015 | ||||||
Management | ||||||
4 | IT IS PROPOSED TO CHANGE THE ARTICLES | For | For | |||
OF ASSOCIATION IN RESPECT OF THE | ||||||
FOLLOWING SUBJECTS:-DELETION OF ALL | ||||||
REFERENCES TO CUMULATIVE | ||||||
PREFERENCE SHARES D AND CUMULATIVE | ||||||
PREFERENCE SHARES E REMOVAL OF | ||||||
MANDATORY NOMINATION PROCEDURE | ||||||
FOR THE APPOINTMENT OF MEMBERS OF | ||||||
THE SUPERVISORY BOARD AND | ||||||
AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION UPON PROPOSAL OF THE | ||||||
EXECUTIVE BOARD. THE AMENDMENT IS | ||||||
SUBJECT TO SETTLEMENT OF THE | ||||||
TRANSACTION AND WILL BE EFFECTIVE AS | ||||||
PER THE SETTLEMENT DATE. PURSUANT TO | ||||||
THE ARTICLES OF ASSOCIATION, AN | ||||||
AMENDMENT OF THE ARTICLES OF | ||||||
ASSOCIATION REQUIRES THE AFFIRMATIVE | ||||||
VOTE OF AN ABSOLUTE MAJORITY OF THE | ||||||
VOTES CAST AT THE MEETING.BY VOTING | ||||||
FOR AGENDA ITEM 4, THIS PROPOSAL ALSO | ||||||
INCLUDES GRANTING AN AUTHORISATION | ||||||
TO EVERY MEMBER OF THE EXECUTIVE | ||||||
BOARD, THE COMPANY SECRETARY AND | ||||||
ANY NOTARIAL EMPLOYEE OF DE BRAUW | ||||||
BLACKSTONE WESTBROEK TO EXECUTE | ||||||
THE DEED OF AMENDMENT PURSUANT TO | ||||||
DUTCH LAW | ||||||
5 | IT IS PROPOSED THAT, SUBJECT TO | Management | For | For | ||
SETTLEMENT, MR J.M. DE JONG, MR A. PURI | ||||||
AND MRS H.W.P.M.A. VERHAGEN WILL BE | ||||||
DISCHARGED PER THE SETTLEMENT DATE | ||||||
WITH RESPECT TO THEIR DUTIES AND | ||||||
OBLIGATIONS PERFORMED AND INCURRED | ||||||
IN THEIR RESPECTIVE CAPACITY AS | ||||||
MEMBER OF THE SUPERVISORY BOARD | ||||||
UNTIL THE EGM. THE DISCHARGE WILL | ||||||
TAKE PLACE ON THE BASIS OF | ||||||
INFORMATION AVAILABLE, KNOWN OR | ||||||
PRESENTED TO THE GENERAL MEETING | ||||||
6.1 | SUBJECT TO SETTLEMENT AND EFFECTIVE | Non-Voting | ||||
AS OF THE SETTLEMENT DATE, MR J.M.DE | ||||||
JONG,-MR A. PURI AND MRS H.W.P.M.A. | ||||||
VERHAGEN WILL STEP DOWN FROM THEIR | ||||||
POSITION AS-SUPERVISORY BOARD | ||||||
MEMBER. THE COMPANY AND REMAINING | ||||||
SUPERVISORY BOARD MEMBERS-WANT TO | ||||||
EXPRESS THEIR GRATITUDE FOR THE | ||||||
DEDICATION OF THE SUPERVISORY BOARD | ||||||
ME-MBERS TO NUTRECO DURING THEIR | ||||||
TENURE | ||||||
6.2 | IT IS PROPOSED TO APPOINT S.R.NANNINGA | Management | For | For | ||
AS MEMBER OF THE SUPERVISORY BOARD | ||||||
WHERE ALL DETAILS AS LAID DOWN IN | ||||||
ARTICLE 2:158 PARAGRAPH 5, SECTION 2: | ||||||
142 PARAGRAPH 3 OF THE DUTCH CIVIL | ||||||
CODE ARE AVAILABLE FOR THE GENERAL | ||||||
MEETING OF SHAREHOLDERS. THE | ||||||
APPOINTMENT IS FOR A PERIOD OF 4 | ||||||
YEARS, EXPIRING AT THE ANNUAL GENERAL | ||||||
MEETING OF 2019 AND WILL BE | ||||||
CONDITIONAL TO THE SETTLEMENT OF THE | ||||||
PUBLIC OFFER ON SHARES NUTRECO NV | ||||||
6.3 | IT IS PROPOSED TO APPOINT | Management | For | For | ||
B.L.J.M.BEERKENS AS MEMBER OF THE | ||||||
SUPERVISORY BOARD WHERE ALL DETAILS | ||||||
AS LAID DOWN IN ARTICLE 2:158 | ||||||
PARAGRAPH 5, SECTION 2: 142 PARAGRAPH | ||||||
3 OF THE DUTCH CIVIL CODE ARE | ||||||
AVAILABLE FOR THE GENERAL MEETING OF | ||||||
SHAREHOLDERS. THE APPOINTMENT IS FOR | ||||||
A PERIOD OF 4 YEARS, EXPIRING AT THE | ||||||
ANNUAL GENERAL MEETING OF 2019 AND | ||||||
WILL BE SUBJECT TO THE SETTLEMENT OF | ||||||
THE PUBLIC OFFER ON SHARES NUTRECO | ||||||
NV | ||||||
6.4 | IT IS PROPOSED TO APPOINT W.VAN | Management | For | For | ||
DERWOERD AS MEMBER OF THE | ||||||
SUPERVISORY BOARD WHERE ALL DETAILS | ||||||
AS LAID DOWN IN ARTICLE 2:158 | ||||||
PARAGRAPH 5, SECTION 2: 142 PARAGRAPH | ||||||
3 OF THE DUTCH CIVIL CODE ARE | ||||||
AVAILABLE FOR THE GENERAL MEETING OF | ||||||
SHAREHOLDERS. THE APPOINTMENT WILL | ||||||
BE MADE FOR A PERIOD OF 4 YEARS, | ||||||
EXPIRING AT THE ANNUAL GENERAL | ||||||
MEETING OF 2019 AND WILL BE | ||||||
CONDITIONAL TO THE SETTLEMENT OF THE | ||||||
PUBLIC OFFER ON SHARES NUTRECO NV | ||||||
7 | ANY OTHER BUSINESS | Non-Voting | ||||
8 | CLOSING OF THE GENERAL MEETING | Non-Voting | ||||
CMMT | 06 JAN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO MODIFICATION TO TEXT | ||||||
O-F RES.4. IF YOU HAVE ALREADY SENT IN | ||||||
YOUR VOTES FOR MID: 416167 PLEASE DO | ||||||
NOT-VOTE AGAIN UNLESS YOU DECIDE TO | ||||||
AMEND YOUR ORIGINAL INSTRUCTIONS. | ||||||
THANK YOU | ||||||
FRIENDS LIFE GROUP LIMITED, ST. PETER PORT | ||||||
Security | G8138T107 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | GG00B62W2327 | Agenda | 705796069 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO AUTHORISE THE DIRECTORS OF THE | Management | For | For | ||
COMPANY TO GIVE EFFECT TO THE | ||||||
SCHEME DATED 19 JANUARY 2015 AND TO | ||||||
AMEND THE ARTICLES OF INCORPORATION | ||||||
OF THE COMPANY | ||||||
CMMT | 26 JAN 2015: PLEASE NOTE THAT | Non-Voting | ||||
SHAREHOLDERS ARE ALLOWED TO VOTE 'IN | ||||||
FAVOR' OR '-AGAINST' FOR RESOLUTION 1, | ||||||
ABSTAIN IS NOT A VOTING OPTION ON THIS | ||||||
MEETING | ||||||
CMMT | 26 JAN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO RECEIPT OF VOTING | ||||||
OPTI-ON COMMENT AND ADDITION OF DATE | ||||||
IN VOTING OPTIONS COMMENT. IF YOU | ||||||
HAVE ALREADY-SENT IN YOUR VOTES, | ||||||
PLEASE DO NOT VOTE AGAIN UNLESS YOU | ||||||
DECIDE TO AMEND YOUR-ORIGINAL | ||||||
INSTRUCTIONS. THANK YOU. | ||||||
FRIENDS LIFE GROUP LIMITED, ST. PETER PORT | ||||||
Security | G8138T107 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | GG00B62W2327 | Agenda | 705796071 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO AUTHORISE THE DIRECTORS OF THE | Management | For | For | ||
COMPANY TO GIVE EFFECT TO THE | ||||||
SCHEME DATED 19 JANUARY 2015 AND TO | ||||||
AMEND THE ARTICLES OF INCORPORATION | ||||||
OF THE COMPANY | ||||||
NUTRECO N.V., BOXMEER | ||||||
Security | N6509P151 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 26-Mar-2015 | ||||
ISIN | NL0010395208 | Agenda | 705821836 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
Non-Voting | ||||||
1.1 | OPEN MEETING | |||||
Non-Voting | ||||||
1.2 | RECEIVE ANNOUNCEMENTS | |||||
2.1 | RECEIVE REPORT OF SUPERVISORY BOARD | Non-Voting | ||||
2.2 | DISCUSS REMUNERATION REPORT | Non-Voting | ||||
Non-Voting | ||||||
3 | RECEIVE REPORT OF MANAGEMENT BOARD | |||||
Management | ||||||
4.1 | ADOPT FINANCIAL STATEMENTS | For | For | |||
Management | For | |||||
4.2 | CONDITIONAL PROPOSAL TO ALLOCATE | For | ||||
DIVIDENDS OF EUR 1.05 PER SHARE | ||||||
Management | ||||||
5.1 | APPROVE DISCHARGE OF MANAGEMENT | For | For | |||
BOARD | ||||||
Management | ||||||
5.2 | APPROVE DISCHARGE OF SUPERVISORY | For | For | |||
BOARD | ||||||
Management | ||||||
6 | RATIFY PRICEWATERHOUSECOOPERS AS | For | For | |||
AUDITORS RE: 2016 FINANCIAL | ||||||
STATEMENTS | ||||||
Management | ||||||
7 | ELECT G. BOON TO MANAGEMENT BOARD | For | For | |||
8 | CONDITIONAL PROPOSAL TO REELECT J.M. | Management | For | For | ||
DE JONG TO SUPERVISORY BOARD | ||||||
Management | For | |||||
9 | APPROVE CANCELLATION OF 1,680,553 | For | ||||
REPURCHASED SHARES | ||||||
Management | ||||||
10.1 | GRANT BOARD AUTHORITY TO ISSUE | For | For | |||
SHARES UP TO 10 PERCENT OF ISSUED | ||||||
CAPITAL PLUS ADDITIONAL 10 PERCENT IN | ||||||
CASE OF TAKEOVER/MERGER | ||||||
10.2 | AUTHORIZE BOARD TO EXCLUDE | Management | For | For | ||
PREEMPTIVE RIGHTS FROM ISSUANCE | ||||||
UNDER ITEM 10.1 | ||||||
Management | ||||||
11 | AUTHORIZE REPURCHASE OF UP TO 10 | For | For | |||
PERCENT OF ISSUED SHARE CAPITAL | ||||||
Non-Voting | ||||||
12 | OTHER BUSINESS | |||||
Non-Voting | ||||||
13 | CLOSE MEETING | |||||
ANSALDO STS SPA, GENOVA | ||||||
Security | T0421V119 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 23-Apr-2015 | ||||
ISIN | IT0003977540 | Agenda | 706020310 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT THIS IS AN | Non-Voting | ||||
AMENDMENT TO MEETING ID 460767 DUE TO | ||||||
RECEIPT OF C-ONFIRMATION ON SLATES. | ||||||
ALL VOTES RECEIVED ON THE PREVIOUS | ||||||
MEETING WILL BE DISR-EGARDED AND YOU | ||||||
WILL NEED TO REINSTRUCT ON THIS | ||||||
MEETING NOTICE. THANK YOU. | ||||||
1 | BALANCE SHEET AS AT 31 DECEMBER 2014. | Management | For | For | ||
APPROVAL OF THE BALANCE SHEET AS AT | ||||||
31 DECEMBER 2014; BOARD OF DIRECTORS' | ||||||
REPORT, INTERNAL AND EXTERNAL | ||||||
AUDITORS' REPORTS. PROFIT ALLOCATION | ||||||
AND DIVIDEND DISTRIBUTION. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
2 | REWARDING REPORT AS PER ART. 123 TER, | Management | For | For | ||
CLAUSE 6, LEGISLATIVE DECREE NO. 58/98. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
3 | TO APPOINT ONE DIRECTOR AS PER ART. | Management | For | For | ||
2386 OF THE ITALIAN CIVIL CODE. | ||||||
RESOLUTIONS RELATED THERETO | ||||||
4 | TO AUTHORIZE THE PURCHASE AND | Management | For | For | ||
DISPOSAL OF OWN SHARES, UPON THE | ||||||
REVOKE OF PREVIOUS AUTHORIZATION BY | ||||||
THE ORDINARY SHAREHOLDERS' MEETING | ||||||
OF 15 APRIL 2015. RESOLUTIONS RELATED | ||||||
THERETO | ||||||
JAZZTEL PLC, LONDON | ||||||
Security | G5085M234 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 29-Apr-2015 | ||||
ISIN | GB00B5TMSP21 | Agenda | 705959926 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | EXAMINATION AND APPROVAL, IF | Management | For | For | ||
APPLICABLE, OF THE ANNUAL ACCOUNTS | ||||||
OF THE COMPANY, THE REPORT ANNUAL | ||||||
CORPORATE GOVERNANCE AND AUDIT | ||||||
REPORT FOR THE YEAR ENDED DECEMBER | ||||||
31, 2014 AND THE CONSOLIDATED GROUP | ||||||
ACCOUNTS | ||||||
2 | ADOPTION OF THE REMUNERATION | Management | For | For | ||
REPORT INCLUDED IN THE ANNUAL REPORT | ||||||
OF THE COMPANY WHICH FOLLOWS THE | ||||||
POLICY EMOLUMENTS APPROVED AT THE | ||||||
AGM DATED MAY 29, 2014 | ||||||
Management | For | |||||
3 | TO RE-ELECT MR. JOSE ORTIZ MARTINEZ AS | For | ||||
DOMINICAL EXECUTIVE DIRECTOR OF THE | ||||||
COMPANY | ||||||
4 | RE-APPOINTMENT OF ERNST & YOUNG LLP | Management | For | For | ||
AS AUDITORS OF THE COMPANY WITH | ||||||
EFFECT FROM THE ANNUAL GENERAL | ||||||
MEETING UNTIL THE CONCLUSION OF THE | ||||||
GENERAL MEETING AT WHICH THE | ||||||
FOLLOWING FINANCIAL STATEMENTS OF | ||||||
THE COMPANY ARE PRESENTED, AND | ||||||
AUTHORIZE THE BOARD OF DIRECTORS TO | ||||||
FIX THE REMUNERATION OF THE AUDITORS | ||||||
5 | APPROVAL OF THE AMENDMENT OF | Management | For | For | ||
ARTICLE 100 OF THE ARTICLES OF | ||||||
ASSOCIATION, WHOSE REVISED TEXT IS | ||||||
ATTACHED TO THE PRESIDENT'S LETTER | ||||||
CONCERNING THE NUMBER AND FUNCTION | ||||||
OF THE COMMITTEES OF THE BOARD | ||||||
NOKIA CORP, ESPOO | ||||||
Security | X61873133 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 05-May-2015 | ||||
ISIN | FI0009000681 | Agenda | 705815136 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF | Non-Voting | ||||
BENEFICIAL OWNER INFORMATION FOR ALL | ||||||
VOTED-ACCOUNTS. IF AN ACCOUNT HAS | ||||||
MULTIPLE BENEFICIAL OWNERS, YOU WILL | ||||||
NEED TO PROVI-DE THE BREAKDOWN OF | ||||||
EACH BENEFICIAL OWNER NAME, ADDRESS | ||||||
AND SHARE POSITION TO-YOUR CLIENT | ||||||
SERVICE REPRESENTATIVE. THIS | ||||||
INFORMATION IS REQUIRED IN ORDER FOR- | ||||||
YOUR VOTE TO BE LODGED | ||||||
CMMT | A POA IS NEEDED TO APPOINT OWN | Non-Voting | ||||
REPRESENTATIVE BUT IS NOT NEEDED IF A | ||||||
FINNISH S-UB/BANK IS APPOINTED EXCEPT | ||||||
IF THE SHAREHOLDER IS FINNISH THEN A | ||||||
POA WOULD STI-LL BE REQUIRED. | ||||||
1 | OPENING OF THE MEETING | Non-Voting | ||||
2 | MATTERS OF ORDER FOR THE MEETING | Non-Voting | ||||
3 | ELECTION OF THE PERSONS TO CONFIRM | Non-Voting | ||||
THE MINUTES AND TO VERIFY THE | ||||||
COUNTING OF V-OTES | ||||||
4 | RECORDING THE LEGAL CONVENING OF | Non-Voting | ||||
THE MEETING AND QUORUM | ||||||
5 | RECORDING THE ATTENDANCE AT THE | Non-Voting | ||||
MEETING AND ADOPTION OF THE LIST OF | ||||||
VOTES | ||||||
6 | PRESENTATION OF THE ANNUAL | Non-Voting | ||||
ACCOUNTS, THE REVIEW BY THE BOARD OF | ||||||
DIRECTORS AND-THE AUDITOR'S REPORT | ||||||
FOR THE YEAR 2014 | ||||||
7 | ADOPTION OF THE ANNUAL ACCOUNTS | Management | For | For | ||
8 | RESOLUTION ON THE USE OF THE PROFIT | Management | For | For | ||
SHOWN ON THE BALANCE SHEET AND THE | ||||||
PAYMENT OF DIVIDEND THE BOARD | ||||||
PROPOSES THAT A DIVIDEND OF EUR 0.14 | ||||||
PER SHARE BE PAID FOR THE FISCAL YEAR | ||||||
2014 | ||||||
9 | RESOLUTION ON THE DISCHARGE OF THE | Management | For | For | ||
MEMBERS OF THE BOARD OF DIRECTORS | ||||||
AND THE PRESIDENT AND CEO FROM | ||||||
LIABILITY | ||||||
10 | RESOLUTION ON THE REMUNERATION TO | Management | For | For | ||
THE MEMBERS OF THE BOARD OF | ||||||
DIRECTORS | ||||||
11 | RESOLUTION ON THE NUMBER OF | Management | For | For | ||
MEMBERS OF THE BOARD OF DIRECTORS | ||||||
THE BOARD'S CORPORATE GOVERNANCE | ||||||
AND NOMINATION COMMITTEE PROPOSES | ||||||
TO THE ANNUAL GENERAL MEETING THAT | ||||||
THE NUMBER OF BOARD OF MEMBERS BE | ||||||
EIGHT (8) | ||||||
12 | THE BOARD'S CORPORATE GOVERNANCE | Management | For | For | ||
AND NOMINATION COMMITTEE PROPOSES | ||||||
TO THE ANNUAL GENERAL MEETING THAT | ||||||
THE FOLLOWING CURRENT NOKIA BOARD | ||||||
MEMBERS BE RE-ELECTED AS MEMBERS OF | ||||||
THE BOARD FOR A TERM ENDING AT THE | ||||||
ANNUAL GENERAL MEETING IN 2016: VIVEK | ||||||
BADRINATH, BRUCE BROWN, ELIZABETH | ||||||
DOHERTY, JOUKO KARVINEN, ELIZABETH | ||||||
NELSON, RISTO SIILASMAA AND KARI | ||||||
STADIGH. IN ADDITION, THE COMMITTEE | ||||||
PROPOSES THAT DR. SIMON JIANG BE | ||||||
ELECTED AS A NEW MEMBER OF THE | ||||||
BOARD FOR THE SAME TERM | ||||||
13 | RESOLUTION ON THE REMUNERATION OF | Management | For | For | ||
THE AUDITOR | ||||||
14 | THE BOARD'S AUDIT COMMITTEE | Management | For | For | ||
PROPOSES TO THE ANNUAL GENERAL | ||||||
MEETING THAT | ||||||
PRICEWATERHOUSECOOPERS OY BE RE- | ||||||
ELECTED AS THE AUDITOR OF THE | ||||||
COMPANY FOR THE FISCAL YEAR 2015 | ||||||
15 | AUTHORIZATION TO THE BOARD OF | Management | For | For | ||
DIRECTORS TO RESOLVE TO REPURCHASE | ||||||
THE COMPANY'S OWN SHARES | ||||||
16 | AUTHORIZATION TO THE BOARD OF | Management | For | For | ||
DIRECTORS TO RESOLVE TO ISSUE SHARES | ||||||
AND SPECIAL RIGHTS ENTITLING TO | ||||||
SHARES | ||||||
17 | CLOSING OF THE MEETING | Non-Voting | ||||
TOLL HOLDINGS LTD, MELBOURNE VIC | ||||||
Security | Q9104H100 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 13-May-2015 | ||||
ISIN | AU000000TOL1 | Agenda | 706005243 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | ||
BETWEEN TOLL HOLDINGS LIMITED AND ITS | ||||||
SHAREHOLDERS IN RELATION TO THE | ||||||
PROPOSED ACQUISITION BY JAPAN POST | ||||||
CO., LTD | ||||||
PANAUST LTD | ||||||
Security | Q7283A110 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 22-May-2015 | ||||
ISIN | AU000000PNA4 | Agenda | 706063118 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | VOTING EXCLUSIONS APPLY TO THIS | Non-Voting | ||||
MEETING FOR PROPOSALS 2, 5, 6 AND | ||||||
VOTES CAST-BY ANY INDIVIDUAL OR | ||||||
RELATED PARTY WHO BENEFIT FROM THE | ||||||
PASSING OF THE-PROPOSAL/S WILL BE | ||||||
DISREGARDED BY THE COMPANY. HENCE, | ||||||
IF YOU HAVE OBTAINED-BENEFIT OR | ||||||
EXPECT TO OBTAIN FUTURE BENEFIT (AS | ||||||
REFERRED IN THE COMPANY- | ||||||
ANNOUNCEMENT) VOTE ABSTAIN ON THE | ||||||
RELEVANT PROPOSAL ITEMS. BY DOING SO, | ||||||
YOU-ACKNOWLEDGE THAT YOU HAVE | ||||||
OBTAINED BENEFIT OR EXPECT TO OBTAIN | ||||||
BENEFIT BY THE-PASSING OF THE | ||||||
RELEVANT PROPOSAL/S. BY VOTING (FOR | ||||||
OR AGAINST) ON THE ABOVE-MENTIONED | ||||||
PROPOSAL/S, YOU ACKNOWLEDGE THAT | ||||||
YOU HAVE NOT OBTAINED BENEFIT- | ||||||
NEITHER EXPECT TO OBTAIN BENEFIT BY | ||||||
THE PASSING OF THE RELEVANT | ||||||
PROPOSAL/S-AND YOU COMPLY WITH THE | ||||||
VOTING EXCLUSION | ||||||
2 | ADOPTION OF REMUNERATION REPORT | Management | For | For | ||
(NON-BINDING RESOLUTION) | ||||||
3 | RE-ELECTION OF MR KEN PICKERING AS A | Management | For | For | ||
DIRECTOR | ||||||
4 | RE-ELECTION OF MR GEOFF HANDLEY AS A | Management | For | For | ||
DIRECTOR | ||||||
5 | APPROVAL OF ISSUE OF SHARES AND | Management | For | For | ||
ADVANCE OF LOAN TO THE MANAGING | ||||||
DIRECTOR UNDER THE EXECUTIVE LONG- | ||||||
TERM SHARE PLAN | ||||||
6 | APPROVAL FOR CONTINUATION OF LONG | Management | For | For | ||
TERM INCENTIVES FOR MR ROBERT USHER | ||||||
YANCOAL AUSTRALIA LTD, SYDNEY NSW | ||||||
Security | Q9869P115 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 29-May-2015 | ||||
ISIN | AU000000YAL0 | Agenda | 706081368 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | VOTING EXCLUSIONS APPLY TO THIS | Non-Voting | ||||
MEETING FOR PROPOSALS 3, 5 AND VOTES | ||||||
CAST BY-ANY INDIVIDUAL OR RELATED | ||||||
PARTY WHO BENEFIT FROM THE PASSING | ||||||
OF THE PROPOSAL-WILL BE DISREGARDED | ||||||
BY THE COMPANY. HENCE, IF YOU HAVE | ||||||
OBTAINED BENEFIT OR-EXPECT TO OBTAIN | ||||||
FUTURE BENEFIT (AS REFERRED IN THE | ||||||
COMPANY ANNOUNCEMENT)-VOTE ABSTAIN | ||||||
ON THE RELEVANT PROPOSAL ITEMS. BY | ||||||
DOING SO, YOU ACKNOWLEDGE-THAT YOU | ||||||
HAVE OBTAINED BENEFIT OR EXPECT TO | ||||||
OBTAIN BENEFIT BY THE PASSING OF-THE | ||||||
RELEVANT PROPOSAL. BY VOTING (FOR OR | ||||||
AGAINST) ON THE ABOVE MENTIONED- | ||||||
PROPOSAL, YOU ACKNOWLEDGE THAT YOU | ||||||
HAVE NOT OBTAINED BENEFIT NEITHER | ||||||
EXPECT-TO OBTAIN BENEFIT BY THE | ||||||
PASSING OF THE RELEVANT PROPOSAL | ||||||
AND YOU COMPLY WITH-THE VOTING | ||||||
EXCLUSION | ||||||
2.a | RE-ELECT GREGORY JAMES FLETCHER AS | Management | For | For | ||
A DIRECTOR OF THE COMPANY | ||||||
2.b | RE-ELECT GEOFFREY WILLIAM RABY AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
2.c | RE-ELECT WILLIAM JAMES RANDALL AS A | Management | For | For | ||
DIRECTOR OF THE COMPANY | ||||||
3 | ADOPTION OF REMUNERATION REPORT | Management | For | For | ||
4 | APPOINT SHINEWING AUSTRALIA AS | Management | For | For | ||
AUDITOR OF THE COMPANY | ||||||
5 | RENEWAL OF PROPORTIONAL TAKEOVER | Management | For | For | ||
PROVISION | ||||||
SYNERGY HEALTH PLC | ||||||
Security | G8646U109 | Meeting Type | Ordinary General Meeting | |||
Ticker Symbol | Meeting Date | 24-Sep-2015 | ||||
ISIN | GB0030757263 | Agenda | 705890588 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
1 | TO APPROVE THE SPECIAL RESOLUTION AS | Management | For | For | ||
SET OUT IN THE NOTICE OF GENERAL | ||||||
MEETING DATED 17 FEBRUARY 2015 TO | ||||||
GIVE EFFECT TO THE SCHEME OF | ||||||
ARRANGEMENT DATED 17 FEBRUARY 2015 | ||||||
CMMT | 16 JUN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO POSTPONEMENT OF THE | ||||||
ME-ETING DATE FROM 11 JUN 2015 TO 24 | ||||||
SEP 2015 AND DELETION OF THE COMMENT. | ||||||
IF YOU-HAVE ALREADY SENT IN YOUR | ||||||
VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLESS YOU DECIDE T-O AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
CMMT | 16 JUN 2015: DELETION OF REVISION | Non-Voting | ||||
COMMENT | ||||||
SYNERGY HEALTH PLC | ||||||
Security | G8646U109 | Meeting Type | Court Meeting | |||
Ticker Symbol | Meeting Date | 24-Sep-2015 | ||||
ISIN | GB0030757263 | Agenda | 705890653 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | PLEASE NOTE THAT ABSTAIN IS NOT A | Non-Voting | ||||
VALID VOTE OPTION FOR THIS MEETING | ||||||
TYPE.-PLEASE CHOOSE BETWEEN "FOR" | ||||||
AND "AGAINST" ONLY. SHOULD YOU | ||||||
CHOOSE TO VOTE-ABSTAIN FOR THIS | ||||||
MEETING THEN YOUR VOTE WILL BE | ||||||
DISREGARDED BY THE ISSUER OR-ISSUERS | ||||||
AGENT. | ||||||
1 | APPROVAL OF THE SCHEME | Management | For | For | ||
CMMT | 16 JUN 2015: PLEASE NOTE THAT THIS IS A | Non-Voting | ||||
REVISION DUE TO POSTPONEMENT OF THE | ||||||
ME-ETING DATE FROM 11 JUN 2015 TO 24 | ||||||
SEP 2015 AND DELETION OF THE COMMENT. | ||||||
IF YOU-HAVE ALREADY SENT IN YOUR | ||||||
VOTES, PLEASE DO NOT VOTE AGAIN | ||||||
UNLESS YOU DECIDE T-O AMEND YOUR | ||||||
ORIGINAL INSTRUCTIONS. THANK YOU. | ||||||
CMMT | 16 JUN 2015: DELETION OF REVISION | Non-Voting | ||||
COMMENT |
THE ARBITRAGE TACTICAL EQUITY FUND
Investment Company Report | ||||||
NOKIA CORP, ESPOO | ||||||
Security | X61873133 | Meeting Type | Annual General Meeting | |||
Ticker Symbol | Meeting Date | 05-May-2015 | ||||
ISIN | FI0009000681 | Agenda | 705815136 - Management | |||
Item | Proposal | Proposed by | Vote | For/Against Management | ||
CMMT | MARKET RULES REQUIRE DISCLOSURE OF | Non-Voting | ||||
BENEFICIAL OWNER INFORMATION FOR ALL | ||||||
VOTED-ACCOUNTS. IF AN ACCOUNT HAS | ||||||
MULTIPLE BENEFICIAL OWNERS, YOU WILL | ||||||
NEED TO PROVI-DE THE BREAKDOWN OF | ||||||
EACH BENEFICIAL OWNER NAME, ADDRESS | ||||||
AND SHARE POSITION TO-YOUR CLIENT | ||||||
SERVICE REPRESENTATIVE. THIS | ||||||
INFORMATION IS REQUIRED IN ORDER FOR- | ||||||
YOUR VOTE TO BE LODGED | ||||||
CMMT | A POA IS NEEDED TO APPOINT OWN | Non-Voting | ||||
REPRESENTATIVE BUT IS NOT NEEDED IF A | ||||||
FINNISH S-UB/BANK IS APPOINTED EXCEPT | ||||||
IF THE SHAREHOLDER IS FINNISH THEN A | ||||||
POA WOULD STI-LL BE REQUIRED. | ||||||
1 | OPENING OF THE MEETING | Non-Voting | ||||
2 | MATTERS OF ORDER FOR THE MEETING | Non-Voting | ||||
3 | ELECTION OF THE PERSONS TO CONFIRM | Non-Voting | ||||
THE MINUTES AND TO VERIFY THE | ||||||
COUNTING OF V-OTES | ||||||
4 | RECORDING THE LEGAL CONVENING OF | Non-Voting | ||||
THE MEETING AND QUORUM | ||||||
5 | RECORDING THE ATTENDANCE AT THE | Non-Voting | ||||
MEETING AND ADOPTION OF THE LIST OF | ||||||
VOTES | ||||||
6 | PRESENTATION OF THE ANNUAL | Non-Voting | ||||
ACCOUNTS, THE REVIEW BY THE BOARD OF | ||||||
DIRECTORS AND-THE AUDITOR'S REPORT | ||||||
FOR THE YEAR 2014 | ||||||
7 | ADOPTION OF THE ANNUAL ACCOUNTS | Management | For | For | ||
8 | RESOLUTION ON THE USE OF THE PROFIT | Management | For | For | ||
SHOWN ON THE BALANCE SHEET AND THE | ||||||
PAYMENT OF DIVIDEND THE BOARD | ||||||
PROPOSES THAT A DIVIDEND OF EUR 0.14 | ||||||
PER SHARE BE PAID FOR THE FISCAL YEAR | ||||||
2014 | ||||||
9 | RESOLUTION ON THE DISCHARGE OF THE | Management | For | For | ||
MEMBERS OF THE BOARD OF DIRECTORS | ||||||
AND THE PRESIDENT AND CEO FROM | ||||||
LIABILITY | ||||||
10 | RESOLUTION ON THE REMUNERATION TO | Management | For | For | ||
THE MEMBERS OF THE BOARD OF | ||||||
DIRECTORS | ||||||
11 | RESOLUTION ON THE NUMBER OF | Management | For | For | ||
MEMBERS OF THE BOARD OF DIRECTORS | ||||||
THE BOARD'S CORPORATE GOVERNANCE | ||||||
AND NOMINATION COMMITTEE PROPOSES | ||||||
TO THE ANNUAL GENERAL MEETING THAT | ||||||
THE NUMBER OF BOARD OF MEMBERS BE | ||||||
EIGHT (8) | ||||||
12 | THE BOARD'S CORPORATE GOVERNANCE | Management | For | For | ||
AND NOMINATION COMMITTEE PROPOSES | ||||||
TO THE ANNUAL GENERAL MEETING THAT | ||||||
THE FOLLOWING CURRENT NOKIA BOARD | ||||||
MEMBERS BE RE-ELECTED AS MEMBERS OF | ||||||
THE BOARD FOR A TERM ENDING AT THE | ||||||
ANNUAL GENERAL MEETING IN 2016: VIVEK | ||||||
BADRINATH, BRUCE BROWN, ELIZABETH | ||||||
DOHERTY, JOUKO KARVINEN, ELIZABETH | ||||||
NELSON, RISTO SIILASMAA AND KARI | ||||||
STADIGH. IN ADDITION, THE COMMITTEE | ||||||
PROPOSES THAT DR. SIMON JIANG BE | ||||||
ELECTED AS A NEW MEMBER OF THE | ||||||
BOARD FOR THE SAME TERM | ||||||
13 | RESOLUTION ON THE REMUNERATION OF | Management | For | For | ||
THE AUDITOR | ||||||
14 | THE BOARD'S AUDIT COMMITTEE | Management | For | For | ||
PROPOSES TO THE ANNUAL GENERAL | ||||||
MEETING THAT | ||||||
PRICEWATERHOUSECOOPERS OY BE RE- | ||||||
ELECTED AS THE AUDITOR OF THE | ||||||
COMPANY FOR THE FISCAL YEAR 2015 | ||||||
15 | AUTHORIZATION TO THE BOARD OF | Management | For | For | ||
DIRECTORS TO RESOLVE TO REPURCHASE | ||||||
THE COMPANY'S OWN SHARES | ||||||
16 | AUTHORIZATION TO THE BOARD OF | Management | For | For | ||
DIRECTORS TO RESOLVE TO ISSUE SHARES | ||||||
AND SPECIAL RIGHTS ENTITLING TO | ||||||
SHARES | ||||||
17 | CLOSING OF THE MEETING | Non-Voting |
THE ARBITRAGE CREDIT OPPORTUNITIES FUND
There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report on Form N-PX with respect to which the Fund was entitled to vote.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Arbitrage Funds | |||
By: | /s/ Jennifer Avicolli | ||
Jennifer Avicolli | |||
Chief Compliance Officer and Secretary | |||
Date: | August 18, 2015 |