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 811-21969 The Gabelli Global Deal Fund (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 (Name and address of agent for service) Registrant's telephone number, including area code: 800-422-3554 Date of fiscal year end: December 31 Date of reporting period: July 1, 2008 - June 30, 2009 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2008 TO JUNE 30, 2009 INVESTMENT COMPANY REPORT -------------------------------------------------------------------------------- ENODIS PLC, LONDON SECURITY G01616104 MEETING TYPE Ordinary General Meeting TICKER SYMBOL ENO.L MEETING DATE 02-Jul-2008 ISIN GB0000931526 AGENDA 701619782 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Approve the amendment of Rule 10 of the Enodis Plc Management For For Performance Share Plan S.2 Authorize the Directors to take any actions to Management For For carry out the Scheme, approve the reduction in capital, allotment of ordinary shares and amendment of the Articles of Association -------------------------------------------------------------------------------- ENODIS PLC, LONDON SECURITY G01616104 MEETING TYPE Court Meeting TICKER SYMBOL ENO.L MEETING DATE 02-Jul-2008 ISIN GB0000931526 AGENDA 701650411 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting OPTION FOR THIS MEETING TYPE. PLE-ASE 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 S.1 Approve the Scheme of Arrangement Management For For -------------------------------------------------------------------------------- BENTLEY PHARMACEUTICALS, INC. SECURITY 082657107 MEETING TYPE Special TICKER SYMBOL BNT MEETING DATE 22-Jul-2008 ISIN US0826571079 AGENDA 932928750 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND Management For For PLAN OF MERGER AMONG BENTLEY PHARMACEUTICALS, INC., TEVA PHARMACEUTICAL INDUSTRIES LIMITED, AND BERYLLIUM MERGER CORPORATION AS IT MAY BE AMENDED FROM TIME TO TIME. 02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL Management For For MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL NUMBER 1. -------------------------------------------------------------------------------- ANSOFT CORPORATION SECURITY 036384105 MEETING TYPE Special TICKER SYMBOL ANST MEETING DATE 23-Jul-2008 ISIN US0363841059 AGENDA 932930349 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF Management For For MERGER BY AND AMONG ANSYS, INC., REFERRED TO HEREIN AS ANSYS, EVGENI, INC., SIDNEY LLC AND ANSOFT DATED AS OF MARCH 31, 2008, PURSUANT TO WHICH ANSOFT IS BEING ACQUIRED BY ANSYS, AND THE TRANSACTIONS CONTEMPLATED THEREBY. 02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION AND APPROVAL OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. 03 WITH DISCRETIONARY AUTHORITY, UPON SUCH OTHER Management For For MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING. AT THIS TIME, THE PERSONS MAKING THIS SOLICITATION KNOW OF NO OTHER MATTERS TO BE PRESENTED AT THE MEETING. -------------------------------------------------------------------------------- CLEAR CHANNEL COMMUNICATIONS, INC. SECURITY 184502102 MEETING TYPE Special TICKER SYMBOL CCU MEETING DATE 24-Jul-2008 ISIN US1845021021 AGENDA 932932254 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF Management For For MERGER, DATED NOVEMBER 16, 2006, BY AND AMONG CLEAR CHANNEL COMMUNICATIONS, INC., BT TRIPLE CROWN MERGER CO., INC., B TRIPLE CROWN FINCO, LLC, AND T TRIPLE CROWN FINCO, LLC, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THEIR ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE AND ADOPT THE AMENDED AGREEMENT AND PLAN OF MERGER. 03 IN THE DISCRETION OF THE PROXY HOLDERS, ON ANY Management For For OTHER MATTER THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. -------------------------------------------------------------------------------- SAFECO CORPORATION SECURITY 786429100 MEETING TYPE Annual TICKER SYMBOL SAF MEETING DATE 29-Jul-2008 ISIN US7864291007 AGENDA 932932103 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF APRIL 23, 2008, BY AND AMONG LIBERTY MUTUAL INSURANCE COMPANY, BIG APPLE MERGER CORPORATION AND SAFECO CORPORATION. 02 DIRECTOR Management 1 JOSEPH W. BROWN For For 2 KERRY KILLINGER For For 3 GARY F. LOCKE For For 4 CHARLES R. RINEHART For For 5 GERARDO I. LOPEZ For For 03 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For SAFECO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2008. 04 ADJOURN OR POSTPONE THE ANNUAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES APPROVING THE MERGER AGREEMENT. -------------------------------------------------------------------------------- ANGELICA CORPORATION SECURITY 034663104 MEETING TYPE Special TICKER SYMBOL AGL MEETING DATE 29-Jul-2008 ISIN US0346631049 AGENDA 932934258 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF MAY 22, 2008, BY AND AMONG ANGELICA CORPORATION, CLOTHESLINE HOLDINGS, INC. AND CLOTHESLINE ACQUISITION CORPORATION. 02 APPROVAL OF THE GRANT TO THE PROXYHOLDERS OF THE Management For For AUTHORITY TO VOTE IN THEIR DISCRETION TO ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES. -------------------------------------------------------------------------------- ELECTRONIC DATA SYSTEMS CORPORATION SECURITY 285661104 MEETING TYPE Special TICKER SYMBOL EDS MEETING DATE 31-Jul-2008 ISIN US2856611049 AGENDA 932932521 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 13, 2008, AMONG ELECTRONIC DATA SYSTEMS CORPORATION, HEWLETT-PACKARD COMPANY AND HAWK MERGER CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. 02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT OR POSTPONEMENT TO ADOPT THE AGREEMENT AND PLAN OF MERGER. -------------------------------------------------------------------------------- YAHOO! INC. SECURITY 984332106 MEETING TYPE Contested-Annual TICKER SYMBOL YHOO MEETING DATE 01-Aug-2008 ISIN US9843321061 AGENDA 932924992 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 ROY J. BOSTOCK For For 2 RONALD W. BURKLE For For 3 ERIC HIPPEAU For For 4 VYOMESH JOSHI For For 5 ARTHUR H. KERN For For 6 ROBERT A. KOTICK For For 7 MARY AGNES WILDEROTTER For For 8 GARY L. WILSON For For 9 JERRY YANG For For 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT Management For For REGISTERED PUBLIC ACCOUNTING FIRM. 03 STOCKHOLDER PROPOSAL REGARDING PAY-FOR- Shareholder Against For SUPERIOR-PERFORMANCE. 04 STOCKHOLDER PROPOSAL REGARDING INTERNET CENSORSHIP. Shareholder Against For 05 STOCKHOLDER PROPOSAL REGARDING BOARD COMMITTEE ON Shareholder Against For HUMAN RIGHTS. -------------------------------------------------------------------------------- ENODIS PLC, LONDON SECURITY G01616104 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL ENO.L MEETING DATE 04-Aug-2008 ISIN GB0000931526 AGENDA 701661375 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting S.1 Approve, for the purpose of giving effect to the Management For For Scheme of Arrangement dated 10 JUL 2008 between the company and Scheme Shareholders [as defined in the said Scheme of Arrangement] as specified, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and MTW County [as defined in the Scheme of Arrangement] [the "Scheme"]: authorize the Directors of the Company to take all actions as they may consider necessary or appropriate for carrying the Scheme into effect; to reduce the share capital of the Company by canceling and extinguishing all of the Scheme Shares [as specified]; approve, subject to, and forthwith upon, the reduction of capital as referred to in this Resolution [the "Reduction of capital"] taking effect: (i) the share capital of the Company be increased to its former amount by the creation of such member of new ordinary shares of 10 pence each as is equal to the number of Scheme Shares cancelled pursuant to this resolution; (ii) the reserve arising in the books of account of the Company as a result of the reduction of share capital referred to in this resolution be capitalized and applied in paying up in full at par all of the new ordinary shares created pursuant to this resolution, which shall be allotted and issued, credited as fully paid, to MTW county and/or its nominee(s) [as MTW County may direct] in accordance with the Scheme; and (iii) authorize the Directors of the Company, conditional upon the Scheme becoming effective, and in substitution for any existing authority and for the purpose of Section 80 of the Companies Act 1985, to allot the new ordinary shares referred to in this resolution provided that: the maximum aggregate nominal amount of relevant securities that may be allotted under thus authority shall be the aggregate nominal amount of the said new ordinary shares created pursuant to this resolution; [Authority expires on 31 DEC 2009]; and amend the Articles of Association of the Company by the adoption and inclusion of the new Article 49A as specified -------------------------------------------------------------------------------- ACXIOM CORPORATION SECURITY 005125109 MEETING TYPE Annual TICKER SYMBOL ACXM MEETING DATE 05-Aug-2008 ISIN US0051251090 AGENDA 932929194 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 WILLIAM T. DILLARD II For For 2 THOMAS F. MCLARTY, III For For 3 JEFFREY W. UBBEN For For 4 R. HALSEY WISE For For 02 APPROVAL OF AN AMENDMENT TO THE 2005 EQUITY Management For For COMPENSATION PLAN. 03 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Management For For PUBLIC ACCOUNTANT. -------------------------------------------------------------------------------- AWILCO OFFSHORE ASA, OSLO SECURITY R0811G187 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL AWO MEETING DATE 07-Aug-2008 ISIN NO0010255722 AGENDA 701656641 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting 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 IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 1. Elect the Meeting Leader Management For For 2. Elect the person to co-sign the minutes of the Management For For meeting 3. Approve the notice of the meeting and the agenda Management For For 4.a Approve the 2007 statement on salary and other Management For For remuneration for Senior Executives 4.b Approve the 2007 allocation of Synthetic Options Management For For -------------------------------------------------------------------------------- TUMBLEWEED COMMUNICATIONS CORP. SECURITY 899690101 MEETING TYPE Special TICKER SYMBOL TMWD MEETING DATE 08-Aug-2008 ISIN US8996901018 AGENDA 932934208 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER DATED JUNE 5, 2008, BY AND AMONG TUMBLEWEED COMMUNICATIONS CORP., AXWAY INC. AND TORNADO ACQUISITION CORP., AS IT MAY BE AMENDED FROM TIME TO TIME 02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A Management For For LATER DATE, IF NECESSARY, TO PERMIT THE FURTHER SOLICITATION OF PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT PROPOSAL 1 -------------------------------------------------------------------------------- PHOTON DYNAMICS, INC. SECURITY 719364101 MEETING TYPE Special TICKER SYMBOL PHTN MEETING DATE 05-Sep-2008 ISIN US7193641013 AGENDA 932943396 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER AND Management For For REORGANIZATION, DATED AS OF JUNE 26, 2008, BY AND AMONG ORBOTECH LTD., PDI ACQUISITION, INC., AN INDIRECT WHOLLYOWNED SUBSIDIARY OF ORBOTECH LTD., AND PHOTON DYNAMICS, INC., AND THE PRINCIPAL TERMS OF THE MERGER CONTEMPLATED THEREBY, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT RELATING THERETO. -------------------------------------------------------------------------------- WM. WRIGLEY JR. COMPANY SECURITY 982526105 MEETING TYPE Special TICKER SYMBOL WWY MEETING DATE 25-Sep-2008 ISIN US9825261053 AGENDA 932942217 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF APRIL 28, 2008, AMONG WM. WRIGLEY JR. COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS CORPORATION AND NEW UNO ACQUISITION CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME. 02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Management For For APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTING THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------- DRS TECHNOLOGIES, INC. SECURITY 23330X100 MEETING TYPE Special TICKER SYMBOL DRS MEETING DATE 25-Sep-2008 ISIN US23330X1000 AGENDA 932950404 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF MAY 12, 2008, BY AND AMONG DRS TECHNOLOGIES, INC., FINMECCANICA - SOCIETA PER AZIONI, AND DRAGON ACQUISITION SUB, INC. AND APPROVE THE MERGER. 02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER AND APPROVE THE MERGER. -------------------------------------------------------------------------------- HILB ROGAL & HOBBS COMPANY SECURITY 431294107 MEETING TYPE Special TICKER SYMBOL HRH MEETING DATE 29-Sep-2008 ISIN US4312941077 AGENDA 932950911 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE AND Management For For ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 7, 2008, BY AND AMONG WILLIS GROUP HOLDINGS LIMITED, HERMES ACQUISITION CORP. ("MERGER SUB") AND HILB ROGAL & HOBBS COMPANY ("HRH"), AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH HRH WILL MERGE WITH AND INTO MERGER SUB. 02 TO CONSIDER AND VOTE UPON THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING OF HRH SHAREHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES. -------------------------------------------------------------------------------- ENERGYSOUTH, INC. SECURITY 292970100 MEETING TYPE Special TICKER SYMBOL ENSI MEETING DATE 30-Sep-2008 ISIN US2929701009 AGENDA 932950389 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF JULY 25, 2008, BY AND AMONG ENERGYSOUTH, INC., SEMPRA ENERGY AND EMS HOLDING CORP., AND APPROVE THE MERGER CONTEMPLATED THEREIN. 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO ADOPT THE AGREEMENT AND APPROVE THE MERGER. -------------------------------------------------------------------------------- PEOPLESUPPORT, INC. SECURITY 712714302 MEETING TYPE Special TICKER SYMBOL PSPT MEETING DATE 08-Oct-2008 ISIN US7127143029 AGENDA 932953664 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF AUGUST 3, 2008 ("MERGER AGREEMENT"), BY AND AMONG PEOPLESUPPORT, INC., ESSAR SERVICES, MAURITIUS ("ESSAR") AND EASTER MERGER SUB, INC., ("MERGER SUB"), WHICH MERGER SUB WILL BE MERGED WITH AND INTO PEOPLESUPPORT, INC., WITH PEOPLESUPPORT, INC. SURVIVING THE MERGER (THE "MERGER") AND TO APPROVE THE MERGER. 02 TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, FOR, AMONG OTHER REASONS, THE SOLICITATION OF ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER. -------------------------------------------------------------------------------- APRIA HEALTHCARE GROUP INC. SECURITY 037933108 MEETING TYPE Special TICKER SYMBOL AHG MEETING DATE 10-Oct-2008 ISIN US0379331087 AGENDA 932957155 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVE & ADOPT AGREEMENT & PLAN OF MERGER BY AND Management For For AMONG APRIA, SKY ACQUISITION LLC, A DELAWARE LIMITED LIABILITY COMPANY ("BUYER") AND SKY MERGER SUB CORPORATION, A DELAWARE CORPORATION ("MERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH & INTO APRIA, AND APRIA WILL CONTINUE AS SURVIVING CORPORATION AND BECOME A WHOLLY-OWNED SUBSIDIARY OF BUYER. 02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE AND ADOPT THE FIRST PROPOSAL DESCRIBED ABOVE. -------------------------------------------------------------------------------- TERCICA, INC. SECURITY 88078L105 MEETING TYPE Special TICKER SYMBOL TRCA MEETING DATE 16-Oct-2008 ISIN US88078L1052 AGENDA 932958018 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF JUNE 4, 2008 (THE "MERGER AGREEMENT"), BY AMONG TERCICA, INC., BEAUFOUR IPSEN PHARMA (THE "PURCHASER") AND TRIBECA ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF THE PURCHASER (THE "MERGER SUB"). 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For IF NECESSARY, FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES TO VOTE IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT. -------------------------------------------------------------------------------- PHILADELPHIA CONSOLIDATED HOLDING CORP. SECURITY 717528103 MEETING TYPE Special TICKER SYMBOL PHLY MEETING DATE 23-Oct-2008 ISIN US7175281036 AGENDA 932960518 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF JULY 22, 2008, AMONG THE COMPANY, TOKIO MARINE HOLDINGS, INC. AND TOKIO MARINE INVESTMENT (PENNSYLVANIA) INC. 02 APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF THE Management For For SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES PRESENT, IN PERSON OR BY PROXY, AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER. -------------------------------------------------------------------------------- APPLIED BIOSYSTEMS INC. SECURITY 038149100 MEETING TYPE Special TICKER SYMBOL ABI MEETING DATE 28-Oct-2008 ISIN US0381491002 AGENDA 932956189 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, AS AMENDED, BY AND AMONG INVITROGEN CORPORATION, ATOM ACQUISITION, LLC, AND APPLIED BIOSYSTEMS INC., AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND TO APPROVE THE MERGER OF ATOM ACQUISITION CORPORATION WITH AND INTO APPLIED BIOSYSTEMS INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 02 TO ADJOURN THE APPLIED BIOSYSTEMS SPECIAL MEETING Management For For OF STOCKHOLDERS, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE FOREGOING PROPOSAL. -------------------------------------------------------------------------------- FIRST CALGARY PETROLEUMS LTD. SECURITY 319384301 MEETING TYPE Special TICKER SYMBOL FCGCF MEETING DATE 29-Oct-2008 ISIN CA3193843016 AGENDA 932959818 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVING ARRANGEMENT. THE SPECIAL RESOLUTION Management For For APPROVING THE PLAN OF ARRANGEMENT AS MORE PARTICULARLY SET OUT IN EXHIBIT A OF THE INFORMATION CIRCULAR OF FIRST CALGARY PETROLEUMS LTD. DATED SEPTEMBER 22ND, 2008. IT IS RECOMMENDED THAT SHAREHOLDERS VOTE FOR ITEM 1. -------------------------------------------------------------------------------- VITAL SIGNS, INC. SECURITY 928469105 MEETING TYPE Special TICKER SYMBOL VITL MEETING DATE 29-Oct-2008 ISIN US9284691055 AGENDA 932960114 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF JULY 23, 2008, BY AND AMONG GENERAL ELECTRIC COMPANY, TONIC ACQUISITION CORP AND VITAL SIGNS, INC. -------------------------------------------------------------------------------- ROHM AND HAAS COMPANY SECURITY 775371107 MEETING TYPE Special TICKER SYMBOL ROH MEETING DATE 29-Oct-2008 ISIN US7753711073 AGENDA 932960506 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS Management For For OF JULY 10, 2008, AMONG ROHM AND HAAS COMPANY ("ROHM AND HAAS"), THE DOW CHEMICAL COMPANY, AND RAMSES ACQUISITION CORP., A DIRECT WHOLLY OWNED SUBSIDIARY OF THE DOW CHEMICAL COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH RAMSES ACQUISITION CORP. WILL MERGE WITH AND INTO ROHM AND HAAS (THE "MERGER"). 02 TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN OR Management For For POSTPONE THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT OR POSTPONEMENT TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------- CAPTARIS, INC. SECURITY 14071N104 MEETING TYPE Special TICKER SYMBOL CAPA MEETING DATE 31-Oct-2008 ISIN US14071N1046 AGENDA 932961813 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF SEPTEMBER 3, 2008, BY AND AMONG CAPTARIS, INC., OPEN TEXT CORPORATION, OPEN TEXT, INC., AND OASIS MERGER CORP. 02 TO APPROVE ANY PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF DETERMINED NECESSARY BY CAPTARIS, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT OR IF OTHERWISE DEEMED NECESSARY OR APPROPRIATE. -------------------------------------------------------------------------------- IKON OFFICE SOLUTIONS, INC. SECURITY 451713101 MEETING TYPE Special TICKER SYMBOL IKN MEETING DATE 31-Oct-2008 ISIN US4517131011 AGENDA 932962372 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF AUGUST 27, 2008, BETWEEN RICOH COMPANY, LTD., KEYSTONE ACQUISITION, INC. AND IKON OFFICE SOLUTIONS, INC. (THE "MERGER AGREEMENT"). -------------------------------------------------------------------------------- HERCULES INCORPORATED SECURITY 427056106 MEETING TYPE Special TICKER SYMBOL HPC MEETING DATE 05-Nov-2008 ISIN US4270561065 AGENDA 932962310 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED JULY 10, 2008, PURSUANT TO WHICH ASHLAND INC. ("ASHLAND") WILL ACQUIRE HERCULES INCORPORATED ("HERCULES") AND EACH OUTSTANDING SHARE OF HERCULES COMMON STOCK WILL BE CONVERTED INTO THE RIGHT TO RECEIVE 0.0930 OF A SHARE OF ASHLAND COMMON STOCK AND $18.60 IN CASH. 02 ADJOURNMENT OF THE HERCULES SPECIAL MEETING, IF Management For For NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE HERCULES SPECIAL MEETING IN FAVOR OF PROPOSAL NUMBER 1. -------------------------------------------------------------------------------- I2 TECHNOLOGIES, INC. SECURITY 465754208 MEETING TYPE Special TICKER SYMBOL ITWO MEETING DATE 06-Nov-2008 ISIN US4657542084 AGENDA 932962776 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER DATED AS OF AUGUST 10, 2008 AMONG JDA SOFTWARE GROUP, INC., ICEBERG ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF JDA, AND I2 TECHNOLOGIES, INC. 02 TO GRANT THE PERSONS NAMED AS PROXIES Management For For DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SATISFY THE CONDITIONS TO COMPLETING THE MERGER AS SET FORTH IN THE AGREEMENT AND PLAN OF MERGER, INCLUDING FOR THE PURPOSE OF SOLICITING PROXIES TO VOTE IN FAVOR OF APPROVAL OF THE AGREEMENT AND PLAN OF MERGER. 03 TO GRANT THE PERSONS NAMED AS PROXIES Management For For DISCRETIONARY AUTHORITY TO CONSIDER AND ACT UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. -------------------------------------------------------------------------------- FOUNDRY NETWORKS, INC. SECURITY 35063R100 MEETING TYPE Special TICKER SYMBOL FDRY MEETING DATE 07-Nov-2008 ISIN US35063R1005 AGENDA 932958943 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT AND Management For For PLAN OF MERGER, DATED AS OF JULY 21, 2008, AMONG BROCADE COMMUNICATIONS SYSTEMS, INC., FALCON ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF BROCADE COMMUNICATIONS SYSTEMS, INC., AND FOUNDRY NETWORKS, INC. 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING Management For For TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED ABOVE. -------------------------------------------------------------------------------- EAGLE TEST SYSTEMS, INC. SECURITY 270006109 MEETING TYPE Special TICKER SYMBOL EGLT MEETING DATE 07-Nov-2008 ISIN US2700061094 AGENDA 932963196 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For "MERGER AGREEMENT"), AMONG EAGLE TEST SYSTEMS, INC., TERADYNE, INC. AND TURIN ACQUISITION CORP., PURSUANT TO WHICH EACH HOLDER OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF EAGLE TEST SYSTEMS, INC. WILL BE ENTITLED TO RECEIVE $15.65 IN CASH, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT. -------------------------------------------------------------------------------- CORINTHIAN COLLEGES, INC. SECURITY 218868107 MEETING TYPE Annual TICKER SYMBOL COCO MEETING DATE 10-Nov-2008 ISIN US2188681074 AGENDA 932961027 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 TERRY O. HARTSHORN For For 2 ALICE T. KANE For For 3 TIMOTHY J. SULLIVAN For For 4 PETER C. WALLER For For 02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Management For For COMPANY'S CERTIFICATE OF INCORPORATION. 03 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Management For For INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2009. -------------------------------------------------------------------------------- ANHEUSER-BUSCH COMPANIES, INC. SECURITY 035229103 MEETING TYPE Special TICKER SYMBOL BUD MEETING DATE 12-Nov-2008 ISIN US0352291035 AGENDA 932962839 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER Management For For BY AND AMONG INBEV N.V./S.A., PESTALOZZI ACQUISITION CORP., AND ANHEUSER-BUSCH COMPANIES, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 02 PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER Management For For DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE PROPOSAL NUMBER 1 AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------- DIEBOLD, INCORPORATED SECURITY 253651103 MEETING TYPE Annual TICKER SYMBOL DBD MEETING DATE 12-Nov-2008 ISIN US2536511031 AGENDA 932963538 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 LOUIS V. BOCKIUS III For For 2 PHILLIP R. COX For For 3 RICHARD L. CRANDALL For For 4 GALE S. FITZGERALD For For 5 PHILLIP B. LASSITER For For 6 JOHN N. LAUER For For 7 ERIC J. ROORDA For For 8 THOMAS W. SWIDARSKI For For 9 HENRY D.G. WALLACE For For 10 ALAN J. WEBER For For 02 TO RATIFY THE APPOINTMENT OF KPMG, LLP AS THE Management For For CORPORATION'S INDEPENDENT AUDITORS FOR THE YEAR 2008 -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. SECURITY 760759100 MEETING TYPE Special TICKER SYMBOL RSG MEETING DATE 14-Nov-2008 ISIN US7607591002 AGENDA 932964035 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF PROPOSAL TO ISSUE SHARES OF REPUBLIC Management For For COMMON STOCK AND OTHER SECURITIES CONVERTIBLE INTO SHARES OF REPUBLIC COMMON STOCK, IN CONNECTION WITH TRANSACTIONS CONTEMPLATED BY AGREEMENT AND PLAN OF MERGER, AMONG REPUBLIC, RS MERGER WEDGE, INC., AND ALLIED WASTE INDUSTRIES, INC., AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. 02 APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING PROPOSAL. -------------------------------------------------------------------------------- ALLIED WASTE INDUSTRIES, INC. SECURITY 019589308 MEETING TYPE Special TICKER SYMBOL AW MEETING DATE 14-Nov-2008 ISIN US0195893088 AGENDA 932964489 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 APPROVAL OF THE PROPOSAL TO ADOPT THE AGREEMENT Management For For AND PLAN OF MERGER, DATED AS OF JUNE 22, 2008, AS AMENDED JULY 31, 2008, AMONG REPUBLIC SERVICES, INC., RS MERGER WEDGE, INC., A WHOLLY OWNED SUBSIDIARY OF REPUBLIC FORMED FOR THE PURPOSE OF THE MERGER, AND ALLIED WASTE INDUSTRIES, INC., AS DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. 02 APPROVAL OF PROPOSAL TO ADJOURN THE SPECIAL Management For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE FOREGOING PROPOSAL. -------------------------------------------------------------------------------- SECURE COMPUTING CORPORATION SECURITY 813705100 MEETING TYPE Special TICKER SYMBOL SCUR MEETING DATE 14-Nov-2008 ISIN US8137051004 AGENDA 932965479 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF SEPTEMBER 21, 2008, BY AND AMONG MCAFEE, INC., SEABISCUIT ACQUISITION CORPORATION AND SECURE COMPUTING CORPORATION. 02 PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Management For For NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT. -------------------------------------------------------------------------------- ZONES, INC. SECURITY 98976N103 MEETING TYPE Special TICKER SYMBOL ZONS MEETING DATE 19-Nov-2008 ISIN US98976N1037 AGENDA 932966407 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO APPROVE THE MERGER AND TO APPROVE AND Management For For ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2008 BY AND BETWEEN THE COMPANY AND ZONES ACQUISITION CORP. (AS IT MAY BE AMENDED FROM TIME TO TIME) AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY. 02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------- CUMULUS MEDIA INC. SECURITY 231082108 MEETING TYPE Annual TICKER SYMBOL CMLS MEETING DATE 19-Nov-2008 ISIN US2310821085 AGENDA 932966700 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 LEWIS W. DICKEY, JR. For For 02 PROPOSAL TO AMEND THE COMPANY'S AMENDED AND Management For For RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO PROVIDE FOR THE ANNUAL ELECTION OF ALL MEMBERS OF THE BOARD OF DIRECTORS. 03 PROPOSAL TO APPROVE THE COMPANY'S 2008 EQUITY Management Against Against INCENTIVE PLAN. 04 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2008. -------------------------------------------------------------------------------- BARR PHARMACEUTICALS, INC. SECURITY 068306109 MEETING TYPE Special TICKER SYMBOL BRL MEETING DATE 21-Nov-2008 ISIN US0683061099 AGENDA 932965924 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF JULY 18, 2008 BY AND AMONG BARR PHARMACEUTICALS, INC., TEVA PHARMACEUTICAL INDUSTRIES LTD. AND BORON ACQUISITION CORP., AS IT MAY BE AMENDED FROM TIME TO TIME. 02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL Management For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER REFERRED TO IN PROPOSAL 1. -------------------------------------------------------------------------------- ALPHA NATURAL RESOURCES, INC. SECURITY 02076X102 MEETING TYPE Special TICKER SYMBOL ANR MEETING DATE 21-Nov-2008 ISIN US02076X1028 AGENDA 932968146 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF JULY 15, 2008, BY AND AMONG CLEVELAND- CLIFFS INC (NOW KNOWN AS CLIFFS NATURAL RESOURCES INC.), ALPHA NATURAL RESOURCES, INC. AND ALPHA MERGER SUB, INC., F/K/A DAILY DOUBLE ACQUISITION, INC. ("MERGER SUB"), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 02 APPROVE ADJOURNMENTS OF THE ALPHA NATURAL Management For For RESOURCES, INC. SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ALPHA NATURAL RESOURCES, INC. SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL. -------------------------------------------------------------------------------- CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL SECURITY H14405106 MEETING TYPE Ordinary General Meeting TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008 ISIN CH0005819724 AGENDA 701760123 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOU-NTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE No NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Registration Action OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting -------------------------------------------------------------------------------- CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL SECURITY H14405106 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL CSPCF.PK MEETING DATE 02-Dec-2008 ISIN CH0005819724 AGENDA 701764652 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 519748 DUE TO RECEIPT OF D-IRECTORS NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting MEETING NOTICE SENT UNDER MEETING-518846, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST-BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTR-ATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER T-HE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOU-NTS. 1. Amend Articles 5, 15 and 19 of the Articles of Management No Association Action 2.1 Elect Dr. Hans-Ulrich Engel to the Board of Management No Directors Action 2.2 Elect Mr. Hans-Walther Reiners to the Board of Management No Directors Action 2.3 Elect Dr. Joerg Buchmueller to the Board of Management No Directors Action PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- HARMAN INTERNATIONAL INDUSTRIES, INC. SECURITY 413086109 MEETING TYPE Annual TICKER SYMBOL HAR MEETING DATE 03-Dec-2008 ISIN US4130861093 AGENDA 932968665 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 BRIAN F. CARROLL For For 2 HELLENE S. RUNTAGH For For 02 APPROVAL OF THE AMENDMENTS TO THE 2002 STOCK Management Against Against OPTION AND INCENTIVE PLAN. 03 APPROVAL OF THE 2008 KEY EXECUTIVE OFFICERS BONUS Management For For PLAN. -------------------------------------------------------------------------------- UST INC. SECURITY 902911106 MEETING TYPE Special TICKER SYMBOL UST MEETING DATE 04-Dec-2008 ISIN US9029111062 AGENDA 932969869 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF SEPTEMBER 7, 2008, BY AND AMONG UST INC., ALTRIA GROUP, INC., AND ARMCHAIR SUB, INC., AS AMENDED, AND APPROVE THE MERGER CONTEMPLATED THEREBY. 02 PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER, AS AMENDED, AND APPROVE THE MERGER. -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. SECURITY 210371100 MEETING TYPE Special TICKER SYMBOL CEG MEETING DATE 16-Dec-2008 ISIN US2103711006 AGENDA 932979214 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE THE MERGER OF MEHC MERGER SUB INC., A Management WHOLLY OWNED SUBSIDIARY OF MIDAMERICAN ENERGY HOLDINGS COMPANY, WITH AND INTO CONSTELLATION ENERGY GROUP, INC. AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 19, 2008, BY AND AMONG CONSTELLATION ENERGY GROUP, INC., MIDAMERICAN ENERGY HOLDINGS COMPANY, AND MEHC MERGER SUB INC. 02 TO CONSIDER AND VOTE ON ANY PROPOSAL TO ADJOURN OR Management POSTPONE THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE IN THE VIEW OF CONSTELLATION ENERGY GROUP, INC.'S BOARD OF DIRECTORS, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL TO APPROVE MERGER IF THERE ARE INSUFFICIENT VOTES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------- FOUNDRY NETWORKS, INC. SECURITY 35063R100 MEETING TYPE Special TICKER SYMBOL FDRY MEETING DATE 17-Dec-2008 ISIN US35063R1005 AGENDA 932975711 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE A PROPOSAL TO ADOPT THE AGREEMENT AND Management For For PLAN OF MERGER, DATED AS OF JULY 21, 2008, AS AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED NOVEMBER 7, 2008, AMONG BROCADE COMMUNICATIONS SYSTEMS, INC., FALCON ACQUISITION SUB, INC., A WHOLLY-OWNED SUBSIDIARY OF BROCADE COMMUNICATIONS SYSTEMS, INC., AND FOUNDRY NETWORKS, INC. 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING Management For For TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE SPECIAL MEETING TO APPROVE THE FIRST PROPOSAL DESCRIBED ABOVE. -------------------------------------------------------------------------------- NDS GROUP PLC SECURITY 628891103 MEETING TYPE Annual TICKER SYMBOL NNDS MEETING DATE 17-Dec-2008 ISIN US6288911034 AGENDA 932978173 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 FOR THE APPROVAL OF THE COMPANY'S U.K. ANNUAL Management For For REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2008, TOGETHER WITH THE CORRESPONDING INDEPENDENT AUDITORS' REPORT AND DIRECTORS' REPORT. 02 FOR THE APPROVAL OF THE DIRECTORS' REMUNERATION Management For For REPORT FOR THE YEAR ENDED JUNE 30, 2008. 03 FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2009, AND THE AUTHORIZATION OF THE AUDIT COMMITTEE TO DETERMINE ERNST & YOUNG LLP'S REMUNERATION IN RESPECT OF SUCH PERIOD. 04 DIRECTOR Management 1 ROGER W. EINIGER For For -------------------------------------------------------------------------------- ZONES, INC. SECURITY 98976N103 MEETING TYPE Special TICKER SYMBOL ZONS MEETING DATE 19-Dec-2008 ISIN US98976N1037 AGENDA 932979872 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PROPOSAL TO APPROVE THE MERGER, AND TO APPROVE AND Management For For ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 30, 2008, AS AMENDED BY THE FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 17, 2008, BY AND BETWEEN THE COMPANY AND ZONES ACQUISITION CORP., AND AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME, AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY. 02 PROPOSAL TO APPROVE ANY MOTION TO ADJOURN THE Management For For SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------- WACHOVIA CORPORATION SECURITY 929903102 MEETING TYPE Special TICKER SYMBOL WB MEETING DATE 23-Dec-2008 ISIN US9299031024 AGENDA 932980748 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Management For For IN THE AGREEMENT AND PLAN OF MERGER, BY AND BETWEEN WACHOVIA CORPORATION AND WELLS FARGO & COMPANY, DATED AS OF OCTOBER 3, 2008, AS IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO WHICH WACHOVIA WILL MERGE WITH AND INTO WELLS FARGO, WITH WELLS FARGO SURVIVING THE MERGER. 02 A PROPOSAL TO APPROVE THE ADJOURNMENT OR Management For For POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED IN THE MERGER AGREEMENT. -------------------------------------------------------------------------------- NATIONWIDE FINANCIAL SERVICES, INC. SECURITY 638612101 MEETING TYPE Special TICKER SYMBOL NFS MEETING DATE 31-Dec-2008 ISIN US6386121015 AGENDA 932981194 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF AUGUST 6, 2008, AMONG NATIONWIDE CORPORATION, NATIONWIDE MUTUAL INSURANCE COMPANY, NWM MERGER SUB, INC. AND NATIONWIDE FINANCIAL SERVICES, INC. ("NFS"), PURSUANT TO WHICH EACH OUTSTANDING SHARE OF COMMON STOCK OF NFS WILL BE CONVERTED INTO THE RIGHT TO RECEIVE $52.25 IN CASH. -------------------------------------------------------------------------------- TURBOCHEF TECHNOLOGIES, INC. SECURITY 900006206 MEETING TYPE Special TICKER SYMBOL OVEN MEETING DATE 31-Dec-2008 ISIN US9000062060 AGENDA 932981372 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF AUGUST 12, 2008, AS AMENDED NOVEMBER 21, 2008 BY AND AMONG THE MIDDLEBY CORPORATION, CHEF ACQUISITION CORP. AND TURBOCHEF, AS MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH HAS BEEN INCLUDED AS ANNEX A TO THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS, AND APPROVE THE MERGER REFLECTED THEREIN. 02 TO APPROVE ANY MOTION TO ADJOURN OR POSTPONE THE Management For For SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE TURBOCHEF SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------- ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD SECURITY G0534R108 MEETING TYPE Special General Meeting TICKER SYMBOL AISLF.PK MEETING DATE 05-Jan-2009 ISIN BMG0534R1088 AGENDA 701789452 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting 'IN FAVOR' OR "AGAINST" ONLY-FOR THIS RESOLUTION. THANK YOU. 1. Approve and ratify, the Master Agreement [as Management For For specified] and the Proposed Capacity Transactions [as specified] contemplated thereunder and the implementation thereof; approve, the Proposed Fee Caps [as specified] for each of the four financial reporting periods under the Agreement Term [as specified]; and authorize any 1 Director of the Company or any 2 Directors of the Company if affixation of the common seal is necessary, to execute the Master Agreement [as specified] for and on behalf of the Company or its Subsidiaries, and to execute all such other documents, instruments or agreements and to do all such acts or things which he may in his discretion consider necessary or incidental in connection with the matters contemplated under the Master Agreement [as specified] PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- INTERNATIONAL RECTIFIER CORPORATION SECURITY 460254105 MEETING TYPE Annual TICKER SYMBOL IRF MEETING DATE 09-Jan-2009 ISIN US4602541058 AGENDA 932982247 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 RICHARD J. DAHL For For 2 DR. ROCHUS E. VOGT For For 02 RATIFICATION OF ERNST & YOUNG LLP AS AN Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY TO SERVE FOR FISCAL YEAR 2009. 03 STOCKHOLDER PROPOSAL REGARDING ELIMINATING THE Shareholder Against For CURRENT CLASSIFIED BOARD STRUCTURE. -------------------------------------------------------------------------------- NDS GROUP PLC SECURITY 628891103 MEETING TYPE Contested-Consent TICKER SYMBOL NNDS MEETING DATE 13-Jan-2009 ISIN US6288911034 AGENDA 932984974 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- C1 COURT MEETING Management For For S1 SPECIAL RESOLUTION TO BE PROPOSED AT THE Management For For EXTRAORDINARY GENERAL MEETING -------------------------------------------------------------------------------- LONMIN PUB LTD CO SECURITY G56350112 MEETING TYPE Annual General Meeting TICKER SYMBOL LMI.L MEETING DATE 29-Jan-2009 ISIN GB0031192486 AGENDA 701789325 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Receive the report and accounts Management For For 2. Approve the Directors remuneration report Management For For 3. Re-appoint the Auditors and approve the Management For For remuneration of the Auditors 4. Re-elect Sir John Craven as a Director of the Management For For Company 5. Re-elect Mr. Michael Hartnall as a Director of the Management For For Company 6. Re-elect Mr. Roger Phillimore as a Director of the Management For For Company 7. Grant authority to allot shares Management For For S.8 Approve to disapply the pre-emption rights Management For For S.9 Authorize the Company to purchase its own shares Management For For S.10 Adopt the new Articles of Association Management For For 11. Amend the rules of the Stay and Prosper Plan Management For For 12. Amend the shareholder Value Incentive Plan Management For For -------------------------------------------------------------------------------- ASHLAND INC. SECURITY 044209104 MEETING TYPE Annual TICKER SYMBOL ASH MEETING DATE 29-Jan-2009 ISIN US0442091049 AGENDA 932983580 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 ROGER W. HALE* For For 2 VADA O. MANAGER* For For 3 GEORGE A SCHAEFER, JR.* For For 4 JOHN F. TURNER* For For 5 MARK C. ROHR** For For 02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2009. 03 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION Management For For TO PROVIDE FOR MAJORITY VOTING FOR ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS. -------------------------------------------------------------------------------- BCE INC. SECURITY 05534B760 MEETING TYPE Annual TICKER SYMBOL BCE MEETING DATE 17-Feb-2009 ISIN CA05534B7604 AGENDA 932992274 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 A. BERARD For For 2 R.A. BRENNEMAN For For 3 G.A. COPE For For 4 A.S. FELL For For 5 D. SOBLE KAUFMAN For For 6 B.M. LEVITT For For 7 E.C. LUMLEY For For 8 T.C. O'NEILL For For 9 J.A. PATTISON For For 10 P.M. TELLIER For For 11 V.L. YOUNG For For 02 DELOITTE & TOUCHE LLP AS AUDITORS Management For For 03 SHAREHOLDER PROPOSAL NO. 1 Shareholder Against For 04 SHAREHOLDER PROPOSAL NO. 2 Shareholder Against For 05 SHAREHOLDER PROPOSAL NO. 3 Shareholder Against For 06 SHAREHOLDER PROPOSAL NO. 4 Shareholder Against For 07 SHAREHOLDER PROPOSAL NO. 5 Shareholder Against For 08 SHAREHOLDER PROPOSAL NO. 6 Shareholder Against For 09 SHAREHOLDER PROPOSAL NO. 7 Shareholder Against For 10 SHAREHOLDER PROPOSAL NO. 8 Shareholder Against For 11 SHAREHOLDER PROPOSAL NO. 9 Shareholder Against For -------------------------------------------------------------------------------- ALADDIN KNOWLEDGE SYSTEMS LTD. SECURITY M0392N101 MEETING TYPE Special TICKER SYMBOL ALDN MEETING DATE 20-Feb-2009 ISIN IL0010824030 AGENDA 932995509 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT AND APPROVE THE AGREEMENT AND PLAN OF Management For For MERGER, DATED AS OF JANUARY 11, 2009, BY AND AMONG MAGIC LAMP CORP., JASMINE MERGER CORP LTD. AND ALADDIN, APPROVE THE MERGER CONTEMPLATED THEREBY AND APPROVE ALL OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER. 02 TO APPROVE THE ARTICLES AMENDMENT AND Management For For CORRESPONDING AMENDMENTS TO THE INDEMNIFICATION AGREEMENTS. 03 TO APPROVE THE D&O INSURANCE RENEWAL AND THE Management For For PURCHASE OF THE RUN-OFF INSURANCE. -------------------------------------------------------------------------------- CENTENNIAL COMMUNICATIONS CORP. SECURITY 15133V208 MEETING TYPE Special TICKER SYMBOL CYCL MEETING DATE 24-Feb-2009 ISIN US15133V2088 AGENDA 932992806 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For AS OF NOVEMBER 7, 2008, BY AND AMONG CENTENNIAL COMMUNICATIONS CORP., A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND INDEPENDENCE MERGER SUB INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF AT&T INC. 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND PLAN OF MERGER. -------------------------------------------------------------------------------- FORSYS METALS CORP. SECURITY 34660G104 MEETING TYPE Special TICKER SYMBOL FOSYF MEETING DATE 27-Feb-2009 ISIN CA34660G1046 AGENDA 932996640 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 PASSING A SPECIAL RESOLUTION (THE "ARRANGEMENT Management For For RESOLUTION") OF SECURITYHOLDERS, THE FULL TEXT OF WHICH IS SET FORTH AS APPENDIX A TO THE CIRCULAR, TO APPROVE THE ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO). PLEASE REFER TO THE VOTING INSTRUCTION FORM FOR A COMPLETE DESCRIPTION OF THIS RESOLUTION. -------------------------------------------------------------------------------- XSTRATA PLC, LONDON SECURITY G9826T102 MEETING TYPE ExtraOrdinary General Meeting TICKER SYMBOL XTA.L MEETING DATE 02-Mar-2009 ISIN GB0031411001 AGENDA 701809785 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Approve, subject to Resolutions 2, 3 and 4 being Management For For passed, the following transaction [which is a related party transaction for the purposes of the Listing Rules of the Financial Services Authority] a] the acquisition by the Xstrata Group as specified of the Prodeco Business as specified on the terms, and subject to the conditions of the Acquisition Agreement as specified and b] the granting by Xstrata [Schweiz] AG of the Call option as specified to Glencore as specified to repurchase the Prodeco Business and the disposal by the Xstrata Group of the Prodeco Business to Glencore if and when the call option is exercised, in each case on the terms and subject to the conditions of the call option agreement as specified and authorize the Board of Directors of the Company [or any duly constituted Committee of the Board of Directors of the Company] to take all such steps as it considers necessary, expedient or desirable to implement and effect the transaction described in this resolution above and any matter incidental to such transaction and to waive, amend, vary, revise or extend any of such terms and conditions as it may consider be appropriate, provided always that the authority of the Board of the Board of Directors of the Company [or any duly constituted Committee of the Board] to implement and effect such transaction and any matter incidental to such transaction or to waive, amend, vary, revise or extend any of such terms and conditions, in each case other in accordance with the Acquisition Agreement and the Call Option Agreement, shall be to waivers, amendments, variations, revisions or extensions that are not material in the context of the transaction as a whole 2. Approve, subject to Resolutions 1, 3 and 4 being Management For For passed, to increase the authorized share capital of the Company from USD 750,000,000.50 and GBP 50,000 to USD 2,250,000,000.50 and GBP 50,000 by the creation of an additional 3,000,000,000 ordinary shares of USD 0.50 each in the capital of the Company having the rights and privileges and being subject to the restrictions contained in the Articles of Association of the Company [the Articles] and ranking pari passu in all respects with the existing ordinary shares of USD 0.50 each in the capital of the Company 3. Approve, subject to Resolutions 1, 2 and 4 being Management For For passed, to renew the authority conferred on the Directors of the Company by Article 14 of the Articles to allot relevant securities and for that period the Section 80 amount shall be i] USD 991,254,176 [equivalent to 1,982,508,352 ordinary shares of USD 0.50 each in the capital of the Company] in connection with 1 or more issues of relevant securities under the right issue as specified and ii] in addition, USD 493,363,149 [equivalent to 986,726,298 ordinary shares of USD 0.50 each in the capital of the Company]; [Authority expires at the end of the next AGM of the Company after the date on which this resolution is passed] S.4 Authorize the Directors of the Company, subject to Management For For Resolutions 1, 2 and 3 being passed, in place of all existing powers, by Article 15 of the Articles to allot equity securities, as if Section 89[1] of the Companies Act 1985 [Authority expires at the end of the next AGM of the Company after the date on which this resolution is passed] and for that period the Section 89 amount is USD 74,004,472 [equivalent to 148,008,944 ordinary shares of USD 0.50 each in the capital of the Company] -------------------------------------------------------------------------------- INTERWOVEN, INC. SECURITY 46114T508 MEETING TYPE Special TICKER SYMBOL IWOV MEETING DATE 11-Mar-2009 ISIN US46114T5083 AGENDA 932998529 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT THE Management For For AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 22, 2009, AMONG AUTONOMY CORPORATION PLC, MILAN ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF AUTONOMY CORPORATION PLC AND INTERWOVEN (THE "MERGER AGREEMENT"). 02 TO VOTE TO ADJOURN THE SPECIAL MEETING AND ANY Management For For ADJOURNED OR POSTPONED SESSION OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------- CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL SECURITY H14405106 MEETING TYPE Annual General Meeting TICKER SYMBOL CSPCF.PK MEETING DATE 13-Mar-2009 ISIN CH0005819724 AGENDA 701725117 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN Non-Voting THIS MARKET. PLEASE CONTACT YO-UR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOU-NTS. 1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE No NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Registration Action OWNER BEFORE THE RECORD DATE. PLEASE ADVISE US NOW IF YOU INTEND TO VOTE. NOTE THAT THE COMPANY REGISTRAR HAS DISCRETION OVER GRANTING VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE, A SECOND NOTIFICATION WILL BE ISSUED REQUESTING YOUR VOTING INSTRUCTIONS -------------------------------------------------------------------------------- PORTUGAL TELECOM SGPS SA, LISBOA SECURITY X6769Q104 MEETING TYPE Annual General Meeting TICKER SYMBOL PT MEETING DATE 27-Mar-2009 ISIN PTPTC0AM0009 AGENDA 701848559 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID 540350 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. Receive the Management report, balance sheet and Management No accounts for the year 2008 Action 2. Receive the consolidated Management report, Management No balance sheet and accounts for the year 2008 Action 3. Approve the application of profits and Management No distribution of reserves Action 4. Approve the general appraisal of the Company's Management No Management and Supervision Action 5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shareholder No amend the number 1 of Article 18 of the Company's Action Articles of Association 6. Elect the Members of the corporate bodies and of Management No the compensation committee for the 2009-2011 term Action of office 7. Elect the Chartered Accountant, effective and Management No alternate, for the 2009-2011 term of office Action 8. Amend the number 4 of Article 13 of the Company's Management No Article of Association Action 9. Approve the acquisition and disposal of own shares Management No Action 10. Approve, pursuant to number 4 of Article 8 of the Management No Article of Association, on the parameters Action applicable in the event of any issuance of bonds convertible into shares that may be resolved upon by the Board of Directors 11. Approve the suppression of the pre-emptive right Management No of shareholders in the subscription of any Action issuance of convertible bonds as referred to under Item 9 hereof as may be resolved upon by the Board of Directors 12. Approve to resolve the issuance of bonds and other Management No securities, of whatever nature, by the Board of Action Directors, and notably on the fixing of the value of such securities in accordance with number 3 of Article 8 and Paragraph e) of number 1 of Article 15 of the Articles of Association 13. Approve to resolve on the acquisition and disposal Management No of own bonds and other own securities Action -------------------------------------------------------------------------------- NOVA CHEMICALS CORPORATION SECURITY 66977W109 MEETING TYPE Annual and Special Meeting TICKER SYMBOL NCX MEETING DATE 14-Apr-2009 ISIN CA66977W1095 AGENDA 933016811 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 THE ARRANGEMENT RESOLUTION IN THE FORM ANNEXED AS Management For For APPENDIX "A" TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR OF NOVA CHEMICALS DATED MARCH 13, 2009 (THE "PROXY CIRCULAR") TO APPROVE AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT INVOLVING, AMONG OTHER THINGS, THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY INTERNATIONAL PETROLEUM INVESTMENT COMPANY OF ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES FOR US$6.00 IN CASH FOR EACH COMMON SHARE. 02 DIRECTOR Management 1 J.A. BLUMBERG For For 2 F.P. BOER For For 3 J. BOUGIE For For 4 L. BRLAS For For 5 J.V. CREIGHTON For For 6 R.E. DINEEN, JR. For For 7 C.W. FISCHER For For 8 K.L. HAWKINS For For 9 A.M. LUDWICK For For 10 C.D. PAPPAS For For 11 J.M. STANFORD For For 03 APPOINTMENT OF ERNST & YOUNG LLP AS THE AUDITORS Management For For OF NOVA CHEMICALS. -------------------------------------------------------------------------------- NORTHWESTERN CORPORATION SECURITY 668074305 MEETING TYPE Annual TICKER SYMBOL NWE MEETING DATE 22-Apr-2009 ISIN US6680743050 AGENDA 933006442 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 STEPHEN P. ADIK For For 2 E. LINN DRAPER, JR. For For 3 DANA J. DYKHOUSE For For 4 JULIA L. JOHNSON For For 5 PHILIP L. MASLOWE For For 6 D. LOUIS PEOPLES For For 7 ROBERT C. ROWE For For 02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP Management For For AS INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL YEAR ENDED DECEMBER 31, 2009. 03 APPROVAL OF NORTHWESTERN ENERGY EMPLOYEE STOCK Management For For PURCHASE PLAN. 04 ELECTION OF DOROTHY M. BRADLEY TO THE BOARD OF Management For For DIRECTORS. -------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS LIMITED SECURITY G96655108 MEETING TYPE Annual TICKER SYMBOL WSH MEETING DATE 22-Apr-2009 ISIN BMG966551084 AGENDA 933007963 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1A ELECTION OF DIRECTOR: WILLIAM W. BRADLEY Management For For 1B ELECTION OF DIRECTOR: JOSEPH A. CALIFANO JR. Management For For 1C ELECTION OF DIRECTOR: ANNA C. CATALANO Management For For 1D ELECTION OF DIRECTOR: SIR ROY GARDNER Management For For 1E ELECTION OF DIRECTOR: SIR JEREMY HANLEY Management For For 1F ELECTION OF DIRECTOR: ROBYN S. KRAVIT Management For For 1G ELECTION OF DIRECTOR: JEFFREY B. LANE Management For For 1H ELECTION OF DIRECTOR: WENDY E. LANE Management For For 1I ELECTION OF DIRECTOR: JAMES F. MCCANN Management For For 1J ELECTION OF DIRECTOR: JOSEPH J. PLUMERI Management For For 1K ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS. Management For For 2 TO REAPPOINT DELOITTE LLP AS THE COMPANY'S Management For For INDEPENDENT AUDITOR UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO FIX THE INDEPENDENT AUDITORS' REMUNERATION. -------------------------------------------------------------------------------- DIEBOLD, INCORPORATED SECURITY 253651103 MEETING TYPE Annual TICKER SYMBOL DBD MEETING DATE 23-Apr-2009 ISIN US2536511031 AGENDA 933007886 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 PHILLIP R. COX For For 2 RICHARD L. CRANDALL For For 3 GALE S. FITZGERALD For For 4 PHILLIP B. LASSITER For For 5 JOHN N. LAUER For For 6 ERIC J. ROORDA For For 7 THOMAS W. SWIDARSKI For For 8 HENRY D.G. WALLACE For For 9 ALAN J. WEBER For For 02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR 2009. 03 TO APPROVE THE COMPANY'S AMENDED AND RESTATED 1991 Management Abstain Against EQUITY AND PERFORMANCE INCENTIVE PLAN. -------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. SECURITY 874054109 MEETING TYPE Annual TICKER SYMBOL TTWO MEETING DATE 23-Apr-2009 ISIN US8740541094 AGENDA 933008698 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 BEN FEDER For For 2 STRAUSS ZELNICK For For 3 ROBERT A. BOWMAN For For 4 GROVER C. BROWN For For 5 MICHAEL DORNEMANN For For 6 JOHN F. LEVY For For 7 J MOSES For For 8 MICHAEL SHERESKY For For 02 APPROVAL OF THE ADOPTION OF THE TAKE-TWO Management Against Against INTERACTIVE SOFTWARE, INC. 2009 STOCK INCENTIVE PLAN. 03 APPROVAL OF AN AMENDMENT TO THE RESTATED Management For For CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100 MILLION TO 150 MILLION. 04 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2009. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 5. 05 A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT Shareholder Against For THE ANNUAL MEETING. -------------------------------------------------------------------------------- ZON MULTIMEDIA - SERVICOS DE TELECOMUNICACOES E MU SECURITY X9819B101 MEETING TYPE Annual General Meeting TICKER SYMBOL ZON.LS MEETING DATE 28-Apr-2009 ISIN PTZON0AM0006 AGENDA 701867802 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting 1. Approve the Management report, balance sheet and Management No accounts, individual and consolidated, and Action Corporate Governance report, for the year 2008 2. Approve the application and distribution of Management No profits and reserves Action 3. Approve the general appraisal of the Company's Management No Management and the Supervision Action 4. Appoint the Member of the Board of Directors Management No Action 5. Approve the acquisition and disposal of own shares Management No Action 6. Approve to appreciate the Compensation Committee Management No statement on the remuneration policy of the Action Members of the Board of Directors and the Audit Committee -------------------------------------------------------------------------------- WELLS FARGO & COMPANY SECURITY 949746101 MEETING TYPE Annual TICKER SYMBOL WFC MEETING DATE 28-Apr-2009 ISIN US9497461015 AGENDA 933008422 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1A ELECTION OF DIRECTOR: JOHN D. BAKER II Management For For 1B ELECTION OF DIRECTOR: JOHN S. CHEN Management For For 1C ELECTION OF DIRECTOR: LLOYD H. DEAN Management For For 1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Management For For 1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Management For For 1F ELECTION OF DIRECTOR: DONALD M. JAMES Management For For 1G ELECTION OF DIRECTOR: ROBERT L. JOSS Management For For 1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Management For For 1I ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Management For For 1J ELECTION OF DIRECTOR: MACKEY J. MCDONALD Management For For 1K ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Management For For 1L ELECTION OF DIRECTOR: NICHOLAS G. MOORE Management For For 1M ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Management For For 1N ELECTION OF DIRECTOR: DONALD B. RICE Management For For 1O ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Management For For 1P ELECTION OF DIRECTOR: STEPHEN W. SANGER Management For For 1Q ELECTION OF DIRECTOR: ROBERT K. STEEL Management For For 1R ELECTION OF DIRECTOR: JOHN G. STUMPF Management For For 1S ELECTION OF DIRECTOR: SUSAN G. SWENSON Management For For 02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY Management For For RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVES. 03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Management For For INDEPENDENT AUDITORS FOR 2009. 04 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Management Against Against LONG-TERM INCENTIVE COMPENSATION PLAN. 05 STOCKHOLDER PROPOSAL REGARDING A BY-LAWS AMENDMENT Shareholder Against For TO REQUIRE AN INDEPENDENT CHAIRMAN. 06 STOCKHOLDER PROPOSAL REGARDING A REPORT ON Shareholder Against For POLITICAL CONTRIBUTIONS. -------------------------------------------------------------------------------- LIFE TECHNOLOGIES CORPORATION SECURITY 53217V109 MEETING TYPE Annual TICKER SYMBOL LIFE MEETING DATE 30-Apr-2009 ISIN US53217V1098 AGENDA 933015035 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 DONALD W. GRIMM For For 2 GREGORY T. LUCIER For For 3 PER A. PETERSON, PHD For For 4 WILLIAM S. SHANAHAN For For 5 ARNOLD J. LEVINE, PHD For For 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2009 3 AMENDMENT OF THE INVITROGEN CORPORATION 1998 Management For For EMPLOYEE STOCK PURCHASE PLAN 4 ADOPTION OF THE LIFE TECHNOLOGIES CORPORATION 1999 Management For For EMPLOYEE STOCK PURCHASE PLAN 5 ADOPTION OF THE COMPANY'S 2009 EQUITY INCENTIVE Management Against Against PLAN -------------------------------------------------------------------------------- MYERS INDUSTRIES, INC. SECURITY 628464109 MEETING TYPE Annual TICKER SYMBOL MYE MEETING DATE 30-Apr-2009 ISIN US6284641098 AGENDA 933020050 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR 1 KEITH A. BROWN For For 2 VINCENT C. BYRD For For 3 EDWARD F. CRAWFORD For Against 4 CLARENCE A. DAVIS For Against 5 STEPHEN E. MYERS For For 6 GARY DAVIS For Against 7 AVRUM GRAY For Against 8 JON H. OUTCALT For For 9 ROBERT A. STEFANKO For For 02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009. For For 03 TO APPROVE THE ADOPTION OF THE 2008 INCENTIVE Management STOCK PLAN. Against Against 04 TO APPROVE AND ADOPT AN AMENDMENT TO THE CODE OF Management REGULATIONS. Against Against -------------------------------------------------------------------------------- XSTRATA PLC, LONDON SECURITY G9826T102 MEETING TYPE Annual General Meeting TICKER SYMBOL XTA.L MEETING DATE 05-May-2009 ISIN GB0031411001 AGENDA 701858283 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Adopt the annual report and financial statements Management For For of the Company, and the reports of the Directors and the Auditors thereon, for the YE 31 DEC 2008 2. Approve the Directors' remuneration report [as Management For For specified] for the YE 31 DEC 2008 3. Re-elect Mr. Ivan Glasenberg as an Executive Management For For Director of the Company retiring in accordance with Article 128 of the Company's Articles of Association 4. Re-elect Mr. Trevor Reid as an Executive Director Management For For of the Company retiring in accordance with Article 128 of the Company's Articles of Association 5. Re-elect Mr. Santiago Zaidumbide as an Executive Management For For Director of the Company retiring in accordance with Article 128 of the Company's Articles of Association 6. Elect Mr. Peter Hooley as a Non-Executive Director Management For For of the Company on the recommendation of the Board, in accordance with Article 129 of the Company's Articles of Association 7. Re-appoint Ernst & Young LLP as Auditors to the Management For For Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the Directors to determine the remuneration of the Auditors 8. Authorize the Directors to allot relevant Management For For securities [as specified in the Companies Act 1985]; a) up to a nominal amount of USD 488,835,270 [equivalent to 977,670,540 ordinary shares of USD 0.50 each in the capital of the Company; and b) comprising equity securities [as specified in the Companies Act 1985] up to a nominal amount of USD 977,670,540 [equivalent to 1,955,341,080 ordinary shares of USD 0.50 each in the capital of the Company] [including within such limit any shares issued under this Resolution] in connection with an offer by way of a rights issue: i) to ordinary shareholders in proportion [as nearly as may be practicable] to their existing holdings; and ii) to people who are holder of other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; [Authority expires the earlier of the conclusion of the next AGM]; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.9 Authorize the Directors of all existing Management For For authorities and provided resolution 8 is passed, to allot equity securities [as specified in the Companies Act 1985] for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of Section 94(3A) of the Companies Act 1985, free of restriction in Section 89(1) of the Companies Act 1985, such power to be limited: a) to the allotment of equity securities in connection with an offer of equity securities [but in the case of the authority granted under resolution 8(B), by way of rights issue only]; i) to ordinary shareholders in proportion [as need as may be practicable] to their existing holdings; and ii) to people who are holders of other equity securities, if this is required by the rights of those securities or, if Directors consider if necessary, as permitted by the rights of those securities, or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any other matter and; b) in the case of the authority granted under resolution 8(A), to the allotment of equity securities up to a nominal amount of USD 73,325,290.50 [equivalent to 146,650,581 ordinary share of USD 0.50 each in the capital of the Company]; [Authority expires until the next AGM of the Company]; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- APN NEWS & MEDIA LTD SECURITY Q1076J107 MEETING TYPE Annual General Meeting TICKER SYMBOL APN.NZ MEETING DATE 05-May-2009 ISIN AU000000APN4 AGENDA 701881042 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Receive the financial report, the Directors' Non-Voting report and the Independent Audit-report for the YE 31 DEC 2008 2.A Re-elect Mr. P. M. Cosgrove as a Director, who Management For For retires by rotation in accordance with the Company's Constitution 2.B Re-elect Mr. P. P. Cody as a Director, who retires Management For For by rotation in accordance with the Company's Constitution 2.C Re-elect Mr. D. J. Buggy as a Director, who Management For For retires by rotation in accordance with the Company's Constitution 2.D Re-elect Mr. V. C. Crowley as a Director of the Management For For Company on 05 MAR 2009, retires by rotation in accordance with the Company's Constitution and the ASX Listing Rules 3. Adopt the Company's remuneration report for the YE Management For For 31 DEC 2008 Other business Non-Voting -------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED SECURITY 391164100 MEETING TYPE Annual TICKER SYMBOL GXP MEETING DATE 05-May-2009 ISIN US3911641005 AGENDA 933016998 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 D.L. BODDE For For 2 M.J. CHESSER For For 3 W.H. DOWNEY For For 4 R.C. FERGUSON, JR. For For 5 G.D. FORSEE For For 6 J.A. MITCHELL For For 7 W.C. NELSON For For 8 L.H. TALBOTT For For 9 R.H. WEST For For 02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Management For For LLP AS INDEPENDENT AUDITORS FOR 2009. 03 THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S Management For For ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, WITHOUT PAR VALUE, FROM 150,000,000 TO 250,000,000. -------------------------------------------------------------------------------- THE MIDDLEBY CORPORATION SECURITY 596278101 MEETING TYPE Annual TICKER SYMBOL MIDD MEETING DATE 07-May-2009 ISIN US5962781010 AGENDA 933024680 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 SELIM A. BASSOUL For For 2 ROBERT B. LAMB For For 3 RYAN LEVENSON For For 4 JOHN R. MILLER III For For 5 GORDON O'BRIEN For For 6 PHILIP G. PUTNAM For For 7 SABIN C. STREETER For For 8 ROBERT L. YOHE For For 02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP Management For For AS INDEPENDENT AUDITOR FOR FISCAL YEAR ENDING JANUARY 2, 2010. 03 APPROVAL OF PERFORMANCE GOALS UNDER THE MIDDLEBY Management For For CORPORATION 2007 STOCK INCENTIVE PLAN. 04 APPROVE AN AMENDMENT TO THE MIDDLEBY CORPORATION Management For For 2007 STOCK INCENTIVE PLAN. -------------------------------------------------------------------------------- BCE INC. SECURITY 05534B760 MEETING TYPE Annual TICKER SYMBOL BCE MEETING DATE 07-May-2009 ISIN CA05534B7604 AGENDA 933033615 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 B.K. ALLEN For For 2 A. BERARD For For 3 R.A. BRENNEMAN For For 4 R.E. BROWN For For 5 G.A. COPE For For 6 A.S. FELL For For 7 D. SOBLE KAUFMAN For For 8 B.M. LEVITT For For 9 E.C. LUMLEY For For 10 T.C. O'NEILL For For 11 P.M. TELLIER For For 12 P.R. WEISS For For 13 V.L. YOUNG For For 02 DELOITTE & TOUCHE LLP AS AUDITORS. Management For For 3A CEASE AND DESIST BUYING SHARES PURSUANT TO THE Shareholder Against For SHARE BUYBACK DATED DECEMBER 12, 2008. 3B DECLARING AS A SPECIAL DIVIDEND AN AMOUNT EQUAL TO Shareholder Against For THE DIVIDEND OF THE BCE COMMON SHARES THAT WOULD HAVE BEEN PAID IN JULY AND OCTOBER 2008. 3C MISSED DIVIDEND PAYMENTS TO SHAREHOLDERS FOR THE Shareholder Against For PERIOD OF JULY 15, 2008 AND OCTOBER 15, 2008. 3D CUT BOARD OF DIRECTORS, PRESIDENT AND CEO, AND TOP Shareholder Against For MANAGEMENT SALARIES, BONUSES, STOCK OPTION BENEFITS, OTHER BENEFITS AND PERKS BY 50% IN 2009 AND 2010, AND CAP THEM TO A MAXIMUM OF $ 500,000 PER PERSON, PER YEAR FOR 2009 AND 2010. 3E INDEPENDENCE OF COMPENSATION COMMITTEE MEMBERS AND Shareholder Against For EXTERNAL COMPENSATION ADVISORS. 3F SHAREHOLDER ADVISORY VOTE ON THE EXECUTIVE Shareholder For For COMPENSATION POLICY. 3G FEMALE REPRESENTATION ON BOARD OF DIRECTORS. Shareholder Against For 3H LIMIT ON THE NUMBER OF DIRECTORSHIPS. Shareholder Against For -------------------------------------------------------------------------------- LANDRY'S RESTAURANTS, INC. SECURITY 51508L103 MEETING TYPE Annual TICKER SYMBOL LNY MEETING DATE 07-May-2009 ISIN US51508L1035 AGENDA 933046434 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 TILMAN J. FERTITTA For For 2 STEVEN L. SCHEINTHAL For For 3 KENNETH BRIMMER For For 4 MICHAEL S. CHADWICK For For 5 JOE MAX TAYLOR For For 6 RICHARD H. LIEM For For -------------------------------------------------------------------------------- URANIUM ONE INC. SECURITY 91701P105 MEETING TYPE Annual and Special Meeting TICKER SYMBOL SXRZF MEETING DATE 08-May-2009 ISIN CA91701P1053 AGENDA 933058910 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 IAN TELFER For For 2 ANDREW ADAMS For For 3 DR. MASSIMO CARELLO For For 4 DAVID HODGSON For For 5 D. JEAN NORTIER For For 6 TERRY ROSENBERG For For 7 PHILLIP SHIRVINGTON For For 8 MARK WHEATLEY For For 9 KENNETH WILLIAMSON For For 02 TO APPOINT DELOITTE & TOUCHE LLP, CHARTERED Management For For ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR, AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION. 03 TO AUTHORIZE AND APPROVE THE STOCK OPTION PLAN OF Management For For THE CORPORATION, AS MORE PARTICULARLY SET OUT IN THE MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION DATED APRIL 6, 2009. 04 TO AUTHORIZE THE CORPORATION TO AMEND ITS ARTICLES Management For For TO CHANGE ITS REGISTERED OFFICE TO BRITISH COLUMBIA, AS MORE PARTICULARLY SET OUT IN THE MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION DATED APRIL 6, 2009. -------------------------------------------------------------------------------- WESTERNZAGROS RESOURCES LTD. SECURITY 960008100 MEETING TYPE Annual and Special Meeting TICKER SYMBOL WZGRF MEETING DATE 12-May-2009 ISIN CA9600081009 AGENDA 933061171 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ON THE ELECTION OF DIRECTORS, FOR THE NOMINEES SET Management For For FORTH IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED MARCH 26, 2009 (THE "INFORMATION CIRCULAR"). 02 ON THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Management For For CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION. 03 ON THE APPROVAL OF THE CORPORATION'S EXISTING Management For For STOCK OPTION PLAN AS REQUIRED BY THE TSX VENTURE EXCHANGE. -------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. SECURITY 760759100 MEETING TYPE Annual TICKER SYMBOL RSG MEETING DATE 14-May-2009 ISIN US7607591002 AGENDA 933032461 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 JAMES E. O'CONNOR For For 2 JOHN W. CROGHAN For For 3 JAMES W. CROWNOVER For For 4 WILLIAM J. FLYNN For For 5 DAVID I. FOLEY For For 6 NOLAN LEHMANN For For 7 W. LEE NUTTER For For 8 RAMON A. RODRIGUEZ For For 9 ALLAN C. SORENSEN For For 10 JOHN M. TRANI For For 11 MICHAEL W. WICKHAM For For 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For For AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009. 3 APPROVAL OF THE REPUBLIC SERVICES, INC. EXECUTIVE Management For For INCENTIVE PLAN. 4 APPROVAL OF THE REPUBLIC SERVICES, INC. 2009 Management For For EMPLOYEE STOCK PURCHASE PLAN. -------------------------------------------------------------------------------- CUMULUS MEDIA INC. SECURITY 231082108 MEETING TYPE Annual TICKER SYMBOL CMLS MEETING DATE 14-May-2009 ISIN US2310821085 AGENDA 933069658 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 RALPH B. EVERETT For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009. -------------------------------------------------------------------------------- BEL FUSE INC. SECURITY 077347201 MEETING TYPE Annual TICKER SYMBOL BELFA MEETING DATE 15-May-2009 ISIN US0773472016 AGENDA 933053681 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 HOWARD B. BERNSTEIN For For 2 JOHN F. TWEEDY For For 02 WITH RESPECT TO THE RATIFICATION OF THE Management For For DESIGNATION OF DELOITTE & TOUCHE LLP TO AUDIT BEL'S BOOKS AND ACCOUNTS FOR 2009. -------------------------------------------------------------------------------- SCHERING-PLOUGH CORPORATION SECURITY 806605101 MEETING TYPE Annual TICKER SYMBOL SGP MEETING DATE 18-May-2009 ISIN US8066051017 AGENDA 933071920 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 THOMAS J. COLLIGAN For For 2 FRED HASSAN For For 3 C. ROBERT KIDDER For For 4 EUGENE R. MCGRATH For For 5 ANTONIO M. PEREZ For For 6 PATRICIA F. RUSSO For For 7 JACK L. STAHL For For 8 CRAIG B. THOMPSON, M.D. For For 9 KATHRYN C. TURNER For For 10 ROBERT F.W. VAN OORDT For For 11 ARTHUR F. WEINBACH For For 02 RATIFY THE DESIGNATION OF DELOITTE & TOUCHE LLP AS Management For For AUDITOR FOR 2009. 03 SHAREHOLDER PROPOSAL RE CUMULATIVE VOTING. Shareholder Against For 04 SHAREHOLDER PROPOSAL RE CALLING SPECIAL MEETING. Shareholder Against For -------------------------------------------------------------------------------- ALPHA NATURAL RESOURCES, INC. SECURITY 02076X102 MEETING TYPE Annual TICKER SYMBOL ANR MEETING DATE 20-May-2009 ISIN US02076X1028 AGENDA 933040216 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 MARY ELLEN BOWERS For For 2 JOHN S. BRINZO For For 3 HERMANN BUERGER For For 4 KEVIN S. CRUTCHFIELD For For 5 E. LINN DRAPER, JR. For For 6 GLENN A. EISENBERG For For 7 JOHN W. FOX, JR. For For 8 MICHAEL J. QUILLEN For For 9 TED G. WOOD For For 02 TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION. Management For For 03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. -------------------------------------------------------------------------------- CORN PRODUCTS INTERNATIONAL, INC. SECURITY 219023108 MEETING TYPE Annual TICKER SYMBOL CPO MEETING DATE 20-May-2009 ISIN US2190231082 AGENDA 933045165 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 LUIS ARANGUREN-TRELLEZ For For 2 PAUL HANRAHAN For For 3 WILLIAM S. NORMAN For For 02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2009. 03 TO REQUEST THE BOARD OF DIRECTORS TO ELIMINATE Shareholder For CLASSIFICATION OF THE TERMS OF THE BOARD OF DIRECTORS TO REQUIRE THAT ALL DIRECTORS STAND FOR ELECTION ANNUALLY. -------------------------------------------------------------------------------- REDDY ICE HOLDINGS, INC. SECURITY 75734R105 MEETING TYPE Annual TICKER SYMBOL FRZ MEETING DATE 20-May-2009 ISIN US75734R1059 AGENDA 933062717 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 WILLIAM P. BRICK For For 2 GILBERT M. CASSAGNE For For 3 KEVIN J. CAMERON For For 4 THEODORE J. HOST For For 5 MICHAEL S. MCGRATH For For 6 MICHAEL H. RAUCH For For 7 ROBERT N. VERDECCHIO For For 02 RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS REDDY ICE HOLDINGS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. 03 APPROVAL OF THE AMENDMENT TO THE REDDY ICE Management Against Against HOLDINGS, INC. 2005 LONG TERM EQUITY INCENTIVE AND SHARE AWARD PLAN, AS AMENDED. -------------------------------------------------------------------------------- ASIA SATELLITE TELECOMMUNICATIONS HLDGS LTD SECURITY G0534R108 MEETING TYPE Annual General Meeting TICKER SYMBOL AISLF.PK MEETING DATE 21-May-2009 ISIN BMG0534R1088 AGENDA 701912176 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting 'IN FAVOR' OR "AGAINST" FOR-ALL THE RESOLUTIONS. THANK YOU. 1. Receive and approve the audited consolidated Management For For financial statements and the reports of the Directors and the Auditors of the Company for the YE 31 DEC 2008 2. Declare a final dividend for the YE 31 DEC 2008 Management For For 3.A Re-elect Mr. M. I. Zeng Xin as a Director Management For For 3.B Re-elect Mr. Sherwood P. Dodge as a Director Management For For 3.C Re-elect Mr. Mark Chen as a Director Management For For 3.D Re-elect Mr. Guan Yi as a Director Management For For 3.E Re-elect Mr. James Watkins as a Director Management For For 3.F Authorize the Board to fix the remuneration of the Management For For Directors 4. Re-appoint PricewaterhouseCoopers as the Auditors Management For For of the Company and authorize the Board to fix their remuneration for the YE 31 DEC 2009 5. Authorize the Directors, subject to this Management For For resolution, to allot, issue, grant, distribute and otherwise deal with additional shares and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the relevant period, the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with [whether pursuant to an option, conversion or otherwise] by the Directors pursuant to this resolution, otherwise than pursuant to: (i) a rights issue; or (ii) the exercise of any options granted under the Company's Share Option Scheme, and/or any issue of shares upon the granting of award shares in the Company's Share Award Scheme; or (iii) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into shares; shall not exceed the aggregate of: (a) 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and (b) [if the Directors are so authorized by a separate resolution of the shareholders] the aggregate nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this resolution [up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution]; and the said approval shall be limited accordingly; [Authority expires at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Bye-laws or by any applicable Law to be held] 6. Approve the Directors, subject to this resolution, Management For For to purchase shares on the Stock Exchange or of any other Stock Exchange on which the shares may be listed and recognized for this purpose by the SFC and the stock exchange for such purpose, in accordance with all applicable laws in this regard; approve the aggregate nominal amount of shares which may be purchased or agreed conditionally or unconditionally to be purchased by the Company shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; [Authority expires at the conclusion of the next AGM of the Company or the expiration of the period within which the AGM of the Company is required by the Bye-laws or by any other applicable Law to be held] 7. Approve the condition on the passing of Management For For Resolutions (5) and (6) above, the general mandate granted to the Directors of the Company to allot, issue and otherwise deal with additional shares and to make or grant offers, agreements, options, warrants, and other securities which might require the exercise of such power pursuant to Resolution (5) be extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution (6), provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- LEAR CORPORATION SECURITY 521865105 MEETING TYPE Annual TICKER SYMBOL LEA MEETING DATE 21-May-2009 ISIN US5218651058 AGENDA 933044771 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 DAVID E. FRY For For 2 CONRAD L. MALLETT, JR. For For 3 ROBERT E. ROSSITER For For 4 DAVID P. SPALDING For For 5 JAMES A. STERN For For 6 HENRY D.G. WALLACE For For 02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For LEAR CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009. 03 STOCKHOLDER PROPOSAL TO IMPLEMENT GLOBAL HUMAN Shareholder Against For RIGHTS STANDARDS. 04 STOCKHOLDER PROPOSAL TO ADOPT MAJORITY VOTE Shareholder Against For PROTOCOL. -------------------------------------------------------------------------------- CABLEVISION SYSTEMS CORPORATION SECURITY 12686C109 MEETING TYPE Annual TICKER SYMBOL CVC MEETING DATE 21-May-2009 ISIN US12686C1099 AGENDA 933046321 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 ZACHARY W. CARTER For For 2 CHARLES D. FERRIS For For 3 THOMAS V. REIFENHEISER For For 4 JOHN R. RYAN For For 5 VINCENT TESE For For 6 LEONARD TOW For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL YEAR 2009. 03 APPROVAL OF CABLEVISION SYSTEMS CORPORATION Management Against Against AMENDED 2006 EMPLOYEE STOCK PLAN. -------------------------------------------------------------------------------- ENZON PHARMACEUTICALS, INC. SECURITY 293904108 MEETING TYPE Annual TICKER SYMBOL ENZN MEETING DATE 21-May-2009 ISIN US2939041081 AGENDA 933051954 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 ALEXANDER J. DENNER For For 2 RICHARD C. MULLIGAN For For 02 RATIFICATION OF THE SELECTION OF KPMG LLP TO AUDIT Management For For THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. -------------------------------------------------------------------------------- SLM CORPORATION SECURITY 78442P106 MEETING TYPE Annual TICKER SYMBOL SLM MEETING DATE 22-May-2009 ISIN US78442P1066 AGENDA 933040379 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1A ELECTION OF DIRECTOR: ANN TORRE BATES Management For For 1B ELECTION OF DIRECTOR: WILLIAM M. DIEFENDERFER, III Management For For 1C ELECTION OF DIRECTOR: DIANE SUITT GILLELAND Management For For 1D ELECTION OF DIRECTOR: EARL A. GOODE Management For For 1E ELECTION OF DIRECTOR: RONALD F. HUNT Management For For 1F ELECTION OF DIRECTOR: ALBERT L. LORD Management For For 1G ELECTION OF DIRECTOR: MICHAEL E. MARTIN Management For For 1H ELECTION OF DIRECTOR: BARRY A. MUNITZ Management For For 1I ELECTION OF DIRECTOR: HOWARD H. NEWMAN Management For For 1J ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR. Management For For 1K ELECTION OF DIRECTOR: FRANK C. PULEO Management For For 1L ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF Management For For 1M ELECTION OF DIRECTOR: STEVEN L. SHAPIRO Management For For 1N ELECTION OF DIRECTOR: J. TERRY STRANGE Management For For 1O ELECTION OF DIRECTOR: ANTHONY P. TERRACCIANO Management For For 1P ELECTION OF DIRECTOR: BARRY L. WILLIAMS Management For For 2 ADOPTION OF THE SLM CORPORATION DIRECTORS EQUITY Management For For PLAN 3 ADOPTION OF THE SLM CORPORATION 2009-2012 Management For For INCENTIVE PLAN 4 RATIFICATION OF THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------------------------------- SCMP GROUP LTD SECURITY G7867B105 MEETING TYPE Annual General Meeting TICKER SYMBOL 0583.HK MEETING DATE 25-May-2009 ISIN BMG7867B1054 AGENDA 701917823 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting 'IN FAVOR' OR AGAINST" FOR A-LL THE RESOLUTIONS. THANK YOU. 1. Receive the audited financial statements and the Management For For Directors' report and Auditors' report for the YE 31 DEC 2008 2. Approve the payment of a final dividend Management For For 3.1 Re-elect Ms. Kuok Hui Kwong as an Executive Management For For Director 3.2 Re-elect Dr. the Honorable. Sir David Li Kwok Po Management For For as an Independent Non-Executive Director 3.3 Re-elect Tan Sri Dr. Khoo Kay Peng as a Management For For Non-executive Director 4. Authorize the Board to fix the Directors' fee Management For For 5. Re-appoint PricewaterhouseCoopers as the Auditors Management For For and authorize the Board to fix their remuneration 6. Authorize the Directors of the Company to allot, Management For For issue and deal with additional shares or securities of the Company convertible into such shares or options or warrants rights to subscribe for any shares and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company; plus, otherwise than pursuant to i) a rights issue; or ii) the exercise of conversion rights under the terms of any securities convertible into shares; or iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or iv) the exercise of subscription rights under the terms of any warrants issued by the Company; or iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-Laws of the Company; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by the Bye-Laws of the Company or any applicable law to be held] 7. Authorize the Directors to repurchase shares of Management For For the Company during the relevant period, subject to and in accordance with all applicable laws and/or requirements of the Listing Rules, not exceeding 10% of the aggregate nominal amount of the issued share capital; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by the Bye-Laws of the Company or any applicable law to be held] 8. Approve, subject to the passing of Resolutions 6 Management For For and 7, to extend the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to Resolution 6, by an amount representing the aggregate nominal amount of the share capital repurchased pursuant to Resolution 7, provided that such amount does not exceed 10% of the aggregate nominal amount of the issue share capital of the Company at the date of passing this resolution -------------------------------------------------------------------------------- CHINA HUIYUAN JUICE GROUP LTD SECURITY G21123107 MEETING TYPE Annual General Meeting TICKER SYMBOL ZZ8.DE MEETING DATE 26-May-2009 ISIN KYG211231074 AGENDA 701923713 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE Non-Voting 'IN FAVOR' OR 'AGAINST' FOR-ALL THE RESOLUTIONS. THANK YOU. 1. Receive and approve the audited financial Management For For statements and the reports of the Directors and the Auditors for the YE 31 DEC 2008 2. Declare a final dividend for the YE 31 DEC 2008 Management For For 3.a Re-elect Mr. Sun Qiang Chang as a Director and Management For For authorize the Board of Directors of the Company to fix his remuneration 3.b Re-elect Mr. Tsui Yiu Wa, Alec as a Director and Management For For authorize the Board of Directors of the Company to fix his remuneration 3.c Re-elect Mr. Song Quanhou as a Director and Management For For authorize the Board of Directors of the Company to fix his remuneration 4. Re-appoint PricewaterhouseCoopers as the Auditors Management For For and authorize the Board of Directors of the Company to fix their remuneration 5. Authorize the Directors of the Company, during the Management For For relevant period [as specified] to repurchase shares of USD 0.00001 each in the capital of the Company [the shares] on the Stock Exchange of Hong Kong Limited [Stock Exchange] or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Limited or of any other stock exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution number 5 as specified, and the said approval shall be limited accordingly; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by Articles of Association or by applicable Law(s) to be held] 6. Authorize the Board of Directors of the Company, Management For For subject to this resolution, to allot, issue and deal with additional shares and to make or grant offers, agreements, options and warrants during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution 6 and the said approval shall be limited accordingly, otherwise than pursuant to, i) a rights issue [as specified], ii) any Option Scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of the shares or rights to acquire the Shares or iii) any scrip dividend or similar arrangement providing for the allotment of the shares in lieu of the whole or part of a dividend on shares in accordance with the Articles of Association of the Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by Articles of Association or by applicable Law(s) to be held] 7. Approve, subject to the passing of Resolutions 5 Management For For and 6, to extend the general mandate referred to in Resolution 6 by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares repurchased by the Company pursuant to the general mandate referred to in Resolution 5 provided that such amount shall not exceed 10% of the existing issued share capital of the Company at the date of passing this Resolution 6 PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- SANDISK CORPORATION SECURITY 80004C101 MEETING TYPE Annual TICKER SYMBOL SNDK MEETING DATE 27-May-2009 ISIN US80004C1018 AGENDA 933053934 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 DR. ELI HARARI For For 2 IRWIN FEDERMAN For For 3 STEVEN J. GOMO For For 4 EDDY W. HARTENSTEIN For For 5 CATHERINE P. LEGO For For 6 MICHAEL E. MARKS For For 7 DR. JAMES D. MEINDL For For 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR. 3 TO APPROVE AMENDMENTS TO COMPANY'S CERTIFICATE OF Management Against Against INCORPORATION THAT WOULD ELIMINATE CUMULATIVE VOTING. 4 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management Against Against WOULD INCREASE NUMBER OF AUTHORIZED SHARES BY AN ADDITIONAL 5,000,000 SHARES. 5 APPROVE AMENDMENTS TO 2005 INCENTIVE PLAN THAT Management For For WOULD INCREASE NUMBER OF AWARDS WITHOUT CASH CONSIDERATION PERMITTED. 6 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For RELATING TO MAJORITY VOTING FOR DIRECTORS, IF PROPERLY PRESENTED AT ANNUAL MEETING. 7 CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shareholder Against For RELATING TO ANNUAL PRODUCTION OF A DETAILED SUSTAINABILITY REPORT BY THE COMPANY. -------------------------------------------------------------------------------- CLEAR CHANNEL OUTDOOR HOLDINGS, INC. SECURITY 18451C109 MEETING TYPE Annual TICKER SYMBOL CCO MEETING DATE 27-May-2009 ISIN US18451C1099 AGENDA 933080979 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 MARGARET W. COVELL For For 2 MARK P. MAYS For For 3 DALE W. TREMBLAY For For -------------------------------------------------------------------------------- PROVIMI, TRAPPES SECURITY F6574X104 MEETING TYPE MIX TICKER SYMBOL VIM.PA MEETING DATE 28-May-2009 ISIN FR0000044588 AGENDA 701922139 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- French Resident Shareowners must complete, sign Non-Voting and forward the Proxy Card dir-ectly to the sub custodian. Please contact your Client Service Representative-to obtain the necessary card, account details and directions. The followin-g applies to Non- Resident Shareowners: Proxy Cards: Voting instructions will-be forwarded to the Global Custodians that have become Registered Intermediar-ies, on the Vote Deadline Date. In capacity as Registered Intermediary, the Gl-obal Custodian will sign the Proxy Card and forward to the local custodian. If-you are unsure whether your Global Custodian acts as Registered Intermediary,-please contact your representative PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. Reports of the Board of Directors and the Non-Voting Statutory Auditors O.1 Approve the unconsolidated accounts for the FYE on Management For For 31 DEC 2008 O.2 Approve the consolidated accounts for the FYE on Management For For 31 DEC 2008 Grant discharge to the Board Members and the Non-Voting Statutory Auditors O.3 Approve the distribution of profits and payment of Management For For the dividend O.4 Approve the Agreements referred to in Article Management For For L.225-38 and seq. of the Commercial Code O.5 Ratify the Board Member's appointment Management For For O.6 Ratify the Board Member's appointment Management For For O.7 Ratify an Observer's appointment Management For For O.8 Ratify the Board Member's appointment Management For For O.9 Ratify the Board Member's appointment Management For For O.10 Ratify an Observer's appointment Management For For O.11 Ratify an Observer's appointment Management For For O.12 Approve the Renewal of a Board Member's mandate Management For For O.13 Appoint the Board Member Management For For O.14 Authorize the Board of Directors to operate on the Management For For Company s shares E.15 Authorize the Board of Directors to cancel the Management For For shares acquired under the repurchase, by the Company, of its own shares E.16 Powers for formalities Management For For PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting OF LOCATION. IF YOU HAVE AL-READY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECI-DE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- AFFILIATED COMPUTER SERVICES, INC. SECURITY 008190100 MEETING TYPE Annual TICKER SYMBOL ACS MEETING DATE 28-May-2009 ISIN US0081901003 AGENDA 933047260 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 DARWIN DEASON For For 2 LYNN R. BLODGETT For For 3 ROBERT DRUSKIN For For 4 KURT R. KRAUSS For For 5 TED B. MILLER, JR. For For 6 PAUL E. SULLIVAN For For 7 FRANK VARASANO For For 2 TO APPROVE THE SENIOR EXECUTIVE ANNUAL INCENTIVE Management For For PLAN FOR PARTICIPANTS. 3 TO RATIFY THE APPOINTMENT OF Management For For PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009. -------------------------------------------------------------------------------- I2 TECHNOLOGIES, INC. SECURITY 465754208 MEETING TYPE Annual TICKER SYMBOL ITWO MEETING DATE 28-May-2009 ISIN US4657542084 AGENDA 933078227 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 JACKSON L. WILSON, JR. For For 02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS Management For For THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR I2 TECHNOLOGIES, INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2009. -------------------------------------------------------------------------------- CONSTELLATION ENERGY GROUP, INC. SECURITY 210371100 MEETING TYPE Annual TICKER SYMBOL CEG MEETING DATE 29-May-2009 ISIN US2103711006 AGENDA 933073342 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1A ELECTION OF DIRECTOR : YVES C. DE BALMANN Management For For 1B ELECTION OF DIRECTOR : ANN C. BERZIN Management For For 1C ELECTION OF DIRECTOR : JAMES T. BRADY Management For For 1D ELECTION OF DIRECTOR : JAMES R. CURTISS Management For For 1E ELECTION OF DIRECTOR : FREEMAN A. HRABOWSKI, III Management For For 1F ELECTION OF DIRECTOR : NANCY LAMPTON Management For For 1G ELECTION OF DIRECTOR : ROBERT J. LAWLESS Management For For 1H ELECTION OF DIRECTOR : LYNN M. MARTIN Management For For 1I ELECTION OF DIRECTOR : MAYO A. SHATTUCK III Management For For 1J ELECTION OF DIRECTOR : JOHN L. SKOLDS Management For For 1K ELECTION OF DIRECTOR : MICHAEL D. SULLIVAN Management For For 02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009. -------------------------------------------------------------------------------- HEELYS, INC SECURITY 42279M107 MEETING TYPE Annual TICKER SYMBOL HLYS MEETING DATE 29-May-2009 ISIN US42279M1071 AGENDA 933079104 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 ROGER R. ADAMS For For 2 JERRY R. EDWARDS For For 3 PATRICK F. HAMNER For For 4 SAMUEL B. LIGON For For 5 GARY L. MARTIN For For 6 RICHARD E. MIDDLEKAUFF For For 7 RALPH T. PARKS For For 8 JEFFREY G. PETERSON For For -------------------------------------------------------------------------------- GMARKET INC. SECURITY 38012G100 MEETING TYPE Special TICKER SYMBOL GMKT MEETING DATE 29-May-2009 ISIN US38012G1004 AGENDA 933087707 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ELECTION OF JOO MAN PARK AS A NEW INSIDE DIRECTOR Management For AND JAE HYUN LEE, JOHN MULLER AND NICHOLAS P. STAHEYEFF AS NEW NON-STANDING DIRECTORS 02 AMENDMENT TO THE COMPANY'S ARTICLES OF Management For INCORPORATION 03 ELECTION OF STATUTORY AUDITOR Management For -------------------------------------------------------------------------------- BIOGEN IDEC INC. SECURITY 09062X103 MEETING TYPE Contested-Annual TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009 ISIN US09062X1037 AGENDA 933075396 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 LAWRENCE C. BEST For For 2 ALAN B. GLASSBERG For For 3 ROBERT W. PANGIA For For 4 WILLIAM D. YOUNG For For 02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. 03 TO APPROVE AMENDMENTS TO THE COMPANY'S BYLAWS TO Management For For CHANGE THE VOTING STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS FROM A PLURALITY STANDARD TO A MAJORITY STANDARD. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSALS 4 AND 5. 04 SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS Shareholder Against For TO FIX THE SIZE OF THE BOARD AT 13 MEMBERS AND REMOVE THE BOARD'S ABILITY TO CHANGE THE SIZE OF THE BOARD. 05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For REINCORPORATE FROM DELAWARE TO NORTH DAKOTA AND ELECT TO BE SUBJECT TO THE NORTH DAKOTA PUBLICLY TRADED CORPORATIONS ACT. -------------------------------------------------------------------------------- BIOGEN IDEC INC. SECURITY 09062X103 MEETING TYPE Contested-Annual TICKER SYMBOL BIIB MEETING DATE 03-Jun-2009 ISIN US09062X1037 AGENDA 933075396 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 LAWRENCE C. BEST For For 2 ALAN B. GLASSBERG For For 3 ROBERT W. PANGIA For For 4 WILLIAM D. YOUNG For For 02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009. 03 TO APPROVE AMENDMENTS TO THE COMPANY'S BYLAWS TO Management For For CHANGE THE VOTING STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS FROM A PLURALITY STANDARD TO A MAJORITY STANDARD. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSALS 4 AND 5. 04 SHAREHOLDER PROPOSAL TO AMEND THE COMPANY'S BYLAWS Shareholder Against For TO FIX THE SIZE OF THE BOARD AT 13 MEMBERS AND REMOVE THE BOARD'S ABILITY TO CHANGE THE SIZE OF THE BOARD. 05 SHAREHOLDER PROPOSAL THAT THE COMPANY Shareholder Against For REINCORPORATE FROM DELAWARE TO NORTH DAKOTA AND ELECT TO BE SUBJECT TO THE NORTH DAKOTA PUBLICLY TRADED CORPORATIONS ACT. -------------------------------------------------------------------------------- PETRO-CANADA SECURITY 71644E102 MEETING TYPE Annual and Special Meeting TICKER SYMBOL PCZ MEETING DATE 04-Jun-2009 ISIN CA71644E1025 AGENDA 933078138 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 THE PLAN OF ARRANGEMENT (THE "ARRANGEMENT") UNDER Management For For SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT PROVIDING FOR THE AMALGAMATION OF SUNCOR ENERGY INC. AND PETRO-CANADA, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING JOINT INFORMATION CIRCULAR AND PROXY STATEMENT OF SUNCOR ENERGY INC. AND PETRO-CANADA. 02 THE ADOPTION OF A STOCK OPTION PLAN BY THE Management For For CORPORATION FORMED BY THE AMALGAMATION OF SUNCOR ENERGY INC. AND PETRO-CANADA, CONDITIONAL UPON THE ARRANGEMENT BECOMING EFFECTIVE. 03 DIRECTOR Management 1 RON A. BRENNEMAN For For 2 HANS BRENNINKMEYER For For 3 CLAUDE FONTAINE For For 4 PAUL HASELDONCKX For For 5 THOMAS E. KIERANS For For 6 BRIAN F. MACNEILL For For 7 MAUREEN MCCAW For For 8 PAUL D. MELNUK For For 9 GUYLAINE SAUCIER For For 10 JAMES W. SIMPSON For For 11 DANIEL L. VALOT For For 04 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS Management For For OF PETRO-CANADA UNTIL THE EARLIER OF THE COMPLETION OF THE ARRANGEMENT AND THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS OF PETRO-CANADA. -------------------------------------------------------------------------------- PETRO-CANADA SECURITY 71644E102 MEETING TYPE Special TICKER SYMBOL PCZ MEETING DATE 04-Jun-2009 ISIN CA71644E1025 AGENDA 933083280 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 THE PLAN OF ARRANGEMENT (THE "ARRANGEMENT") UNDER Management For For SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT PROVIDING FOR THE AMALGAMATION OF SUNCOR ENERGY INC. AND PETRO-CANADA, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING JOINT INFORMATION CIRCULAR AND PROXY STATEMENT OF SUNCOR ENERGY INC. AND PETRO-CANADA. 02 THE ADOPTION OF A STOCK OPTION PLAN BY THE Management For For CORPORATION FORMED BY THE AMALGAMATION OF SUNCOR ENERGY INC. AND PETRO-CANADA, CONDITIONAL UPON THE ARRANGEMENT BECOMING EFFECTIVE. 03 DIRECTOR Management 1 RON A. BRENNEMAN For For 2 HANS BRENNINKMEYER For For 3 CLAUDE FONTAINE For For 4 PAUL HASELDONCKX For For 5 THOMAS E. KIERANS For For 6 BRIAN F. MACNEILL For For 7 MAUREEN MCCAW For For 8 PAUL D. MELNUK For For 9 GUYLAINE SAUCIER For For 10 JAMES W. SIMPSON For For 11 DANIEL L. VALOT For For 04 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS Management For For OF PETRO-CANADA UNTIL THE EARLIER OF THE COMPLETION OF THE ARRANGEMENT AND THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS OF PETRO-CANADA. -------------------------------------------------------------------------------- CRUCELL N.V. SECURITY 228769105 MEETING TYPE Annual TICKER SYMBOL CRXL MEETING DATE 05-Jun-2009 ISIN US2287691057 AGENDA 933091718 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 3A PROPOSAL TO MAINTAIN THE USE OF THE ENGLISH Management For For LANGUAGE FOR THE ANNUAL ACCOUNTS OF THE COMPANY. 3B PROPOSAL TO ADOPT THE ANNUAL ACCOUNTS FOR THE Management For For FINANCIAL YEAR 2008 THAT ENDED 31 DECEMBER 2008. 5A TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF Management For For BOARD FOR THEIR MANAGEMENT, INSOFAR AS EXERCISE OF THEIR DUTIES IS REFLECTED. 5B TO GRANT RELEASE FROM LIABILITY TO MEMBERS OF Management For For BOARD FOR THEIR SUPERVISION, INSOFAR AS EXERCISE OF SUCH DUTIES IS REFLECTED. 06 PROPOSAL TO REAPPOINT DELOITTE ACCOUNTS B.V. AS Management For For THE EXTERNAL AUDITOR OF THE COMPANY. 7A RESIGNATION OF PHILIP SATOW AS MEMBER OF THE Management For For SUPERVISORY BOARD AND PROPOSAL TO GRANT DISCHARGE TO HIM. 7B RESIGNATION OF ARNOLD HOEVENAARS AS MEMBER OF THE Management For For SUPERVISORY BOARD AND PROPOSAL TO GRANT DISCHARGE TO HIM. 8A TO REAPPOINT PHILIP SATOW AS MEMBER OF SUPERVISORY Management For For BOARD, SUCH IN ACCORDANCE WITH THE NOMINATION DRAWN UP BY SUPERVISORY BOARD. 8B REAPPOINT ARNOLD HOEVENAARS AS MEMBER OF Management For For SUPERVISORY BOARD, SUCH IN ACCORDANCE WITH NOMINATION DRAWN UP BY SUPERVISORY BOARD. 8C TO APPOINT FLORIS WALLER AS MEMBER OF SUPERVISORY Management For For BOARD, SUCH IN ACCORDANCE WITH THE NOMINATION DRAWN UP BY SUPERVISORY BOARD. 09 TO EXTEND THE AUTHORITY OF THE BOARD OF MANAGEMENT Management For For TO REPURCHASE SHARES IN THE COMPANY'S SHARE CAPITAL FOR A PERIOD OF 18 MONTHS. 10A TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS Management For For AUTHORIZED TO ISSUE SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES. 10B TO EXTEND PERIOD IN WHICH BOARD OF MANAGEMENT IS Management For For AUTHORIZED TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS WHEN SHARES ARE ISSUED. 11 AMEND ARTICLES OF ASSOCIATION IN CONNECTION WITH Management For For NEW LEGISLATION FROM EUROPEAN TRANSPARENCY DIRECTIVE AND A LEGISLATIVE CHANGE. -------------------------------------------------------------------------------- THINKORSWIM GROUP INC SECURITY 88409C105 MEETING TYPE Special TICKER SYMBOL SWIM MEETING DATE 09-Jun-2009 ISIN US88409C1053 AGENDA 933089662 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For DATED AS OF JANUARY 8, 2009, BY AND AMONG TD AMERITRADE HOLDING CORPORATION, TANGO ACQUISITION CORPORATION ONE ("MERGER SUB ONE"), TANGO ACQUISITION CORPORATION TWO ("MERGER SUB TWO") AND THINKORSWIM GROUP INC., AND THE TRANSACTIONS CONTEMPLATED THEREBY, AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. 02 APPROVE ADJOURNMENTS OF THE THINKORSWIM GROUP INC. Management For For SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE THINKORSWIM GROUP INC. SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL. 03 APPROVE A STOCK OPTION EXCHANGE PROGRAM THAT, Management For For SUBJECT TO THE COMPLETION OF THE MERGER AND APPROVAL OF PROPOSAL 4, WILL PERMIT THINKORSWIM'S ELIGIBLE EMPLOYEES AND CONSULTANTS TO EXCHANGE UNDERWATER THINKORSWIM OPTIONS FOR THINKORSWIM RESTRICTED STOCK UNITS. 04 APPROVE AN AMENDMENT TO THINKORSWIM'S SECOND Management For For AMENDED AND RESTATED 2001 STOCK OPTION PLAN TO PERMIT THE GRANT OF THINKORSWIM RESTRICTED STOCK UNITS, WHICH WILL BE ASSUMED BY TD AMERITRADE IF THE MERGER AGREEMENT AND PROPOSAL 3 ARE APPROVED AND THE MERGER IS COMPLETED. -------------------------------------------------------------------------------- ZYGO CORPORATION SECURITY 989855101 MEETING TYPE Annual TICKER SYMBOL ZIGO MEETING DATE 16-Jun-2009 ISIN US9898551018 AGENDA 933095261 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 DIRECTOR Management 1 EUGENE G. BANUCCI For For 2 STEPHEN D. FANTONE For For 3 SAMUEL H. FULLER For For 4 SEYMOUR E. LIEBMAN For For 5 J. BRUCE ROBINSON For For 6 ROBERT B. TAYLOR For For 7 CAROL P. WALLACE For For 8 GARY K. WILLIS For For 9 BRUCE W. WORSTER For For 2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL 2009. -------------------------------------------------------------------------------- CPEX PHARMACEUTICALS INC SECURITY 12620N104 MEETING TYPE Annual TICKER SYMBOL CPEX MEETING DATE 18-Jun-2009 ISIN US12620N1046 AGENDA 933092479 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 JOHN W. SPIEGEL For For 2 JOHN A. SEDOR For For 02 THE APPROVAL OF AN AMENDMENT AND RESTATEMENT OF Management Against Against THE 2008 EQUITY AND INCENTIVE PLAN TO, AMONG OTHER THINGS, ADD 100,000 SHARES OF COMMON STOCK TO THE RESERVE OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. 03 THE REAFFIRMATION OF THE MATERIAL TERMS OF THE Management For For PERFORMANCE-BASED MEASURES SPECIFIED IN THE 2008 EQUITY AND INCENTIVE PLAN SO THAT BENEFITS PAID UNDER THE PLAN CAN QUALIFY FOR TAX DEDUCTIONS UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. -------------------------------------------------------------------------------- MITSUBISHI CHEMICAL HOLDINGS CORPORATION SECURITY J44046100 MEETING TYPE Annual General Meeting TICKER SYMBOL MTLHF.PK MEETING DATE 24-Jun-2009 ISIN JP3897700005 AGENDA 701984759 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- Please reference meeting materials. Non-Voting 1. Approve Appropriation of Retained Earnings Management For For 2. Amend Articles to: Approve Minor Revisions Related Management For For to Dematerialization of Shares and the Other Updated Laws and Regulations 3.1 Appoint a Director Management For For 3.2 Appoint a Director Management For For 3.3 Appoint a Director Management For For 3.4 Appoint a Director Management For For 3.5 Appoint a Director Management For For 3.6 Appoint a Director Management For For 3.7 Appoint a Director Management For For -------------------------------------------------------------------------------- GENESCO INC. SECURITY 371532102 MEETING TYPE Annual TICKER SYMBOL GCO MEETING DATE 24-Jun-2009 ISIN US3715321028 AGENDA 933088292 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 JAMES S. BEARD For For 2 LEONARD L. BERRY For For 3 WILLIAM F. BLAUFUSS, JR For For 4 JAMES W. BRADFORD For For 5 ROBERT V. DALE For For 6 ROBERT J. DENNIS For For 7 MATTHEW C. DIAMOND For For 8 MARTY G. DICKENS For For 9 BEN T. HARRIS For For 10 KATHLEEN MASON For For 11 HAL N. PENNINGTON For For 02 APPROVING THE ADOPTION OF THE GENESCO INC. 2009 Management Against Against EQUITY INCENTIVE PLAN. 03 RATIFYING THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE CURRENT YEAR. 04 TRANSACTING SUCH OTHER BUSINESS THAT PROPERLY Management For For COMES BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. -------------------------------------------------------------------------------- BULL-DOG SAUCE CO.,LTD. SECURITY J04746103 MEETING TYPE Annual General Meeting TICKER SYMBOL BGDSF.PK MEETING DATE 25-Jun-2009 ISIN JP3831200005 AGENDA 701996956 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1 Approve Appropriation of Profits Management For For 2 Amend Articles to: Approve Minor Revisions Related Management For For to Dematerialization of Shares and the other Updated Laws and Regulations 3.1 Appoint a Director Management For For 3.2 Appoint a Director Management For For 3.3 Appoint a Director Management For For 3.4 Appoint a Director Management For For 3.5 Appoint a Director Management For For 3.6 Appoint a Director Management For For -------------------------------------------------------------------------------- YAHOO! INC. SECURITY 984332106 MEETING TYPE Annual TICKER SYMBOL YHOO MEETING DATE 25-Jun-2009 ISIN US9843321061 AGENDA 933077338 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1A ELECTION OF DIRECTOR: CAROL BARTZ Management For For 1B ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Management For For 1C ELECTION OF DIRECTOR: ROY J. BOSTOCK Management For For 1D ELECTION OF DIRECTOR: RONALD W. BURKLE Management For For 1E ELECTION OF DIRECTOR: JOHN H. CHAPPLE Management For For 1F ELECTION OF DIRECTOR: ERIC HIPPEAU Management For For 1G ELECTION OF DIRECTOR: CARL C. ICAHN Management For For 1H ELECTION OF DIRECTOR: VYOMESH JOSHI Management For For 1I ELECTION OF DIRECTOR: ARTHUR H. KERN Management For For 1J ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Management For For 1K ELECTION OF DIRECTOR: GARY L. WILSON Management For For 1L ELECTION OF DIRECTOR: JERRY YANG Management For For 02 AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED Management Against Against 1995 STOCK PLAN. 03 AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED Management For For 1996 EMPLOYEE STOCK PURCHASE PLAN. 04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Management For For REGISTERED PUBLIC ACCOUNTING FIRM. 05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE Shareholder Against For COMPENSATION ADVISORY VOTE, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION SECURITY 587200106 MEETING TYPE Annual TICKER SYMBOL MENT MEETING DATE 25-Jun-2009 ISIN US5872001061 AGENDA 933109375 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 DIRECTOR Management 1 PETER L. BONFIELD For For 2 MARSHA B. CONGDON For For 3 JAMES R. FIEBIGER For For 4 GREGORY K. HINCKLEY For For 5 KEVIN C. MCDONOUGH For For 6 PATRICK B. MCMANUS For For 7 WALDEN C. RHINES For For 8 FONTAINE K. RICHARDSON For For 02 PROPOSAL TO AMEND THE COMPANY'S 1989 EMPLOYEE Management For For STOCK PURCHASE PLAN AND FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER EACH OF THE PLANS. 03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS Management For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING JANUARY 31, 2010. -------------------------------------------------------------------------------- INTERTAPE POLYMER GROUP INC. SECURITY 460919103 MEETING TYPE Annual and Special Meeting TICKER SYMBOL ITP MEETING DATE 29-Jun-2009 ISIN CA4609191032 AGENDA 933109983 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 01 THE ELECTION OF DIRECTORS: Management For For 02 THE APPOINTMENT OF AUDITORS: Management For For 03 THE RESOLUTION IN THE FORM ANNEXED AS SCHEDULE D Management Against Against TO THE MANAGEMENT INFORMATION CIRCULAR, APPROVING THE EXTENSION FOR THREE ADDITIONAL YEARS OF THE CORPORATION'S SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT, AS AMENDED. -------------------------------------------------------------------------------- ENDESA SA, MADRID SECURITY E41222113 MEETING TYPE Ordinary General Meeting TICKER SYMBOL ELEZF.PK MEETING DATE 30-Jun-2009 ISIN ES0130670112 AGENDA 701978756 - Management FOR/AGAINST ITEM PROPOSAL TYPE VOTE MANAGEMENT ------ -------------------------------------------------- ----------- -------- ----------- 1. Examination and approval, as the case may be, of Management For For the ENDESA, S.A. individual annual financial statements [balance sheet, income statement, statement of changes to net worth, cash flow statement and annual report] and the consolidated annual financial statements of ENDESA, S.A. and Dependent Companies [balance sheet, income statement, statement of recognized income and expenses, cash flow statement and annual report] for the FYE 31 DEC 2008. 2. Examination and approval, as the case may be, of Management For For the individual management report of ENDESA S.A. and the consolidated management report of ENDESA, S.A. and Dependent Companies for the FYE 31 DEC 2008. 3. Examination and approval, as the case may be, of Management For For the Corporate Management for the FY ending 31 DEC 2008. 4. Examination and approval, as the case may be, of Management For For the application of FY earnings and dividend distribution for the FY ending 31 DEC 2008. 5. Appointment of KPMG AUDITORES S.L. as the Auditors Management For For for the Company and its Consolidated Group. 6. Authorization for the Company and its subsidiaries Management For For to be able to acquire treasury stock in accordance with the provisions of Article 75 and additional provision one of the Spanish Corporations Law [Ley de Sociedades Anonimas]. 7. Establishment of the number of Members of the Management For For Board of Directors. Ratifications, appointments, renewals or re-election of Directors. 8. Authorization to the Board of Directors for the Management For For execution and implementation of the resolutions adopted by the General Meeting, as well as to substitute the authorities it receives from the General Meeting, and granting of authorities for processing the said resolutions as a public instrument, registration thereof and, as the case may be, correction thereof. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant The Gabelli Global Deal Fund By (Signature and Title)* /s/ Bruce N. Alpert -------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date August 18, 2009 * Print the name and title of each signing officer under his or her signature.