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
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The Gabelli Global Deal Fund
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(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
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(Name and address of agent for service)
Registrant's telephone number, including area code: 800-422-3554
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Date of fiscal year end: December 31
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Date of reporting period: July 1, 2006 - June 30, 2007
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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
(ss.ss. 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. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2006 TO JUNE 30, 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 1 of 61
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PORTUGAL TELECOM SGPS S A EGM MEETING DATE: 03/02/2007
ISSUER: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: B02P109, 5466856, 5825985, 4676203, 5760365, 5817186
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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Take No
2. APPOINT A DIRECTOR TO COMPLETE THE 2006/2008 Management Action *Management Position Unknown
MANDATE.
Take No
3. APPROVE TO RESOLVE THE REMOVAL OF SUBPARAGRAPH Management Action *Management Position Unknown
A) NUMBER 1 OF ARTICLE 12 AND NUMBERS 7, 8, 9,
11, 12 AND 15 OF ARTICLE 13 OF THE ARTICLES OF
ASSOCIATION AS WELL AS ON THE AMENDMENTS TO SUBPARAGRAPHS
B) AND D) NUMBER 1 OF ARTICLE 12 AND NUMBERS
2 AND 3 AND SUBPARAGRAPH B) NUMBER 14 OF ARTICLE
13 OF THE ARTICLES OF ASSOCIATION; THIS RESOLUTION
ASSUMES THAT THE TERMS, CONDITIONS AND CONSIDERATION
OF THE TENDER OFFER FOR ALL OF THE SHARES OF
THE COMPANY S SHARE CAPITAL, ANNOUNCED ON 12
JAN 2007 BY SONAECOM, SGPS, S.A. AND SONAECOM,
B.V., ARE FINAL, AND THE RESOLUTION IS SUBJECT
TO THE SUCCESS OF THE OFFER.
Take No
4. APPROVE TO RESOLVE ON THE AUTHORIZATION, UNDER Management Action *Management Position Unknown
THE TERMS OF NUMBER 1 OF ARTICLE 9 OF THE ARTICLES
OF ASSOCIATION, FOR SONAECOM, SGPS, S.A. AND/OR
SONAECOM, B.V. TO HOLD ORDINARY SHARES REPRESENTING
MORE THAN 10% OF THE COMPANY S SHARE CAPITAL;
THIS AUTHORIZATION IS SUBJECT TO THE OFFER S
SUCCESS AND ASSUMES THAT THE TERMS, CONDITIONS
AND CONSIDERATION OF THE TENDER OFFER FOR ALL
OF THE SHARES OF THE COMPANY S SHARE CAPITAL,
ANNOUNCE ON 12 JAN 2007 BY SONAECOM, SGPS, S.A.
AND SONAECOM, B.V., ARE FINAL.
* PLEASE SEE ARTICLE 13 OF THE ARTICLES OF ASSOCIATION Non-Voting *Management Position Unknown
OF PORTUGAL TELECOM, SGPS S.A. CONCERNING THE
ATTENDANCE AND THE EXERCISE OF VOTING RIGHTS
AT THIS GENERAL MEETING OF SHAREHOLDERS. ARTICLE
13 CAN BE FOUND AT THE FOLLOWING URL: HTTP://WW3.ICS.ADP.COM/STREETLINK_DATA/DIRGPICS/SAC605.PDF
* PLEASE NOTE THAT THE ARTICLES OF ASSOCIATION Non-Voting *Management Position Unknown
ESTABLISH A LIMITATION ON THE VOTES THAT MAY
BE CAST BY EACH SHAREHOLDER, AS NUMBER 7 OF ARTICLE
13 OF THE ARTICLES OF ASSOCIATION PROVIDES THAT
VOTES EXCEEDING 10% OF THE COMPANY S VOTES CORRESPONDING
TO ITS SHARE CAPITAL SHALL NOT BE COUNTED. BY
SUBMITTING YOUR VOTE, YOU ARE CONFIRMING THAT
YOU ARE NOT VOTING 10% OR MORE OF THE COMPANY
S VOTES CORRESPONDING TO ITS SHARE CAPITAL. PLEASE
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE
SHOULD YOU HAVE ANY QUESTIONS.
Take No
1. ELECT THE VICE-CHAIRMAN AND SECRETARY OF THE Management Action *Management Position Unknown
GENERAL MEETING OF SHAREHOLDERS FOLLOWING THE
TERMINATION OF THE OFFICE OF THE FORMER HOLDERS
OF THESE POSITIONS.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 2 of 61
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ENDESA SA, MADRID EGM MEETING DATE: 03/20/2007
ISSUER: E41222113 ISIN: ES0130670112
SEDOL: 2615424, 5271782, B0389N6, 5788806, 4315368, 5285501, B0ZNJC8
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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* PLEASE NOTE THE AGENDA FOR THIS MEETING MAY BE Non-Voting *Management Position Unknown
VIEWED IN ENGLISH, FRENCH, AND GERMAN AT THE
FOLLOWING LINK: HTTP://WW3.ICS.ADP.COM/STREETLINK_DATA/DIRGPICS/SA27F2.PDF
* PLEASE NOTE THE BOARD OF DIRECTORS OF ENDESA Non-Voting *Management Position Unknown
HAS DETERMINED UNANIMOUSLY TO CANCEL THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS (EGM) THAT HAD
BEEN CALLED FOR 20 MARCH 2007 AT FIRST CALL AND
FOR THE FOLLOWING DAY AT SECOND CALL. REGARDLESS
OF THIS ENDESA HAS DECIDED TO PAY THE 0.15 CENT
GROSS PER SHARE PREMIUM TO ALL INVESTORS WHO
ARE ELIGIBLE HOLDERS ON RECORD DATE AND PARTICIPATE
BY SENDING THEIR INSTRUCTIONS, THEREFORE SEND
YOUR INSTRUCTIONS ACCORDING TO THE ESTABLISHED
VOTING PROCEDURES. PLEASE NOTE ADDITIONAL INFORMATION
REGARDING THE CANCELLATION OF THIS MEETING AND
THE ATTENDANCE FEE CAN BE VIEWED AT HTTP://WW3.ICS.ADP.COM/STREETLINK_DATA/DIRGPICS/SA1794.DOC
1. TO AMEND THE PRESENT ARTICLE 32 OF THE CORPORATE Management For *Management Position Unknown
BYLAWS (LIMITATION OF VOTING RIGHTS), BY RE-WORDING
IT IN THE FOLLOWING TERMS: ARTICLE 32: VOTING
RIGHTS. THE SHAREHOLDERS SHALL BE ENTITLED TO
ONE VOTE FOR EACH SHARE THEY OWN OR REPRESENT,
EXCEPT FOR NON-VOTING SHARES, WHICH SHALL BE
GOVERNED BY THE PROVISIONS OF ARTICLE 8 OF THESE
BYLAWS. THIS BYLAW AMENDMENT SHALL BE EFFECTIVE
AS FROM THE TIME IT IS REGISTERED WITH THE MERCANTILE
REGISTRY.
2. TO AMEND THE PRESENT ARTICLE 37 OF THE CORPORATE Management For *Management Position Unknown
BYLAWS (NUMBER AND CLASSES OF DIRECTORS), BY
RE-WORDING IT IN THE FOLLOWING TERMS: ARTICLE
37: NUMBER OF DIRECTORS. THE BOARD OF DIRECTORS
SHALL BE FORMED BY NINE MEMBERS MINIMUM AND FIFTEEN
MAXIMUM. THE GENERAL MEETING SHALL BE RESPONSIBLE
FOR BOTH THE APPOINTMENT AND THE REMOVAL OF THE
MEMBERS OF THE BOARD OF DIRECTORS. THE POSITION
OF DIRECTOR IS ELIGIBLE FOR RESIGNATION, REVOCATION
AND RE-ELECTION. THIS BYLAW AMENDMENT SHALL BE
EFFECTIVE AS FROM THE TIME IT IS REGISTERED WITH
THE MERCANTILE REGISTRY.
3. TO AMEND THE PRESENT ARTICLE 38 OF THE CORPORATE Management For *Management Position Unknown
BYLAWS (TERM OF OFFICE OF DIRECTOR), BY RE-WORDING
IT IN THE FOLLOWING TERMS: ARTICLE 38: TERM OF
OFFICE OF DIRECTOR. THE TERM OF OFFICE OF DIRECTORS
SHALL BE FOUR YEARS. THEY MAY BE RE-ELECTED FOR
PERIODS OF LIKE DURATION. FOR THE PURPOSE OF
COMPUTING THE TERM OF OFFICE OF THE MANDATE OF
DIRECTORS, THE YEAR SHALL BE DEEMED TO BEGIN
AND END ON THE DATE ON WHICH THE ANNUAL GENERAL
MEETING IS HELD, OR THE LAST DAY POSSIBLE ON
WHICH IT SHOULD HAVE BEEN HELD. IF DURING THE
TERM TO WHICH THE DIRECTORS WERE APPOINTED VACANCIES
SHOULD TAKE PLACE, THE BOARD MAY APPOINT, FROM
AMONG THE SHAREHOLDERS, THOSE PERSONS TO FILL
THEM UNTIL THE FIRST GENERAL MEETING MEETS. THIS
BYLAW AMENDMENT SHALL BE EFFECTIVE AS FROM THE
TIME IT IS REGISTERED WITH THE MERCANTILE REGISTRY.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 3 of 61
4. TO AMEND THE PRESENT ARTICLE 42 OF THE CORPORATE Management For *Management Position Unknown
BYLAWS (INCOMPATIBILITIES OF DIRECTORS), BY RE-WORDING
IT IN THE FOLLOWING TERMS: ARTICLE 42: INCOMPATIBILITIES
OF DIRECTORS. THOSE PERSONS SUBJECT TO THE PROHIBITIONS
OF ARTICLE 124 OF THE SPANISH CORPORATIONS LAW
(LEY DE SOCIEDADES ANONIMAS) AND OTHER LEGAL
PROVISIONS MAY NOT BE APPOINTED AS DIRECTORS.
THIS BYLAW AMENDMENT SHALL BE EFFECTIVE AS FROM
THE TIME IT IS REGISTERED WITH THE MERCANTILE
REGISTRY.
5. TO DELEGATE TO THE COMPANY S BOARD OF DIRECTORS Management For *Management Position Unknown
THE BROADEST AUTHORITIES TO ADOPT SUCH RESOLUTIONS
AS MAY BE NECESSARY OR APPROPRIATE FOR THE EXECUTION,
IMPLEMENTATION, EFFECTIVENESS AND SUCCESSFUL
CONCLUSION OF THE GENERAL MEETING RESOLUTIONS
AND, IN PARTICULAR, FOR THE FOLLOWING ACTS, WITHOUT
LIMITATION: (I) CLARIFY, SPECIFY AND COMPLETE
THE RESOLUTIONS OF THIS GENERAL MEETING AND RESOLVE
SUCH DOUBTS OR ASPECTS AS ARE PRESENTED, REMEDYING
AND COMPLETING SUCH DEFECTS OR OMISSIONS AS MAY
PREVENT OR IMPAIR THE EFFECTIVENESS OR REGISTRATION
OF THE PERTINENT RESOLUTIONS; (II) EXECUTE SUCH
PUBLIC AND/OR PRIVATE DOCUMENTS AND CARRY OUT
SUCH ACTS, LEGAL BUSINESSES, CONTRACTS, DECLARATIONS
AND TRANSACTIONS AS MAY BE NECESSARY OR APPROPRIATE
FOR THE EXECUTION AND IMPLEMENTATION OF THE RESOLUTIONS
ADOPTED AT THIS GENERAL MEETING; AND (III) DELEGATE,
IN TURN, TO THE EXECUTIVE COMMITTEE OR TO ONE
OR MORE DIRECTORS, WHO MAY ACT SEVERALLY AND
INDISTINCTLY, THE POWERS CONFERRED IN THE PRECEDING
PARAGRAPHS. TO EMPOWER THE CHAIRMAN OF THE BOARD
OF DIRECTORS, MR. MANUEL PIZARRO MORENO, THE
CHIEF EXECUTIVE OFFICER (CEO) MR. RAFAEL MIRANDA
ROBREDO AND THE SECRETARY OF THE BOARD OF DIRECTORS
AND SECRETARY GENERAL MR. SALVADOR MONTEJO VELILLA,
IN ORDER THAT, ANY OF THEM, INDISTINCTLY, MAY:
(I) CARRY OUT SUCH ACTS, LEGAL BUSINESSES, CONTRACTS
AND TRANSACTIONS AS MAY BE APPROPRIATE IN ORDER
TO REGISTER THE PRECEDING RESOLUTIONS WITH THE
MERCANTILE REGISTRY, INCLUDING, IN PARTICULAR,
INTER ALIA, THE POWERS TO APPEAR BEFORE A NOTARY
PUBLIC IN ORDER TO EXECUTE THE PUBLIC DEEDS OR
NOTARIAL RECORDS WHICH ARE NECESSARY OR APPROPRIATE
FOR SUCH PURPOSE, TO PUBLISH THE PERTINENT LEGAL
NOTICES AND FORMALIZE ANY OTHER PUBLIC OR PRIVATE
DOCUMENTS WHICH MAY BE NECESSARY OR APPROPRIATE
FOR THE REGISTRATION OF SUCH RESOLUTIONS, WITH
THE EXPRESS POWER TO REMEDY THEM, WITHOUT ALTERING
THEIR NATURE, SCOPE OR MEANING; AND APPEAR BEFORE
THE COMPETENT ADMINISTRATIVE AUTHORITIES, IN
PARTICULAR, THE MINISTRIES OF ECONOMY AND FINANCE
AND INDUSTRY, TOURISM AND COMMERCE, AS WELL AS
BEFORE OTHER AUTHORITIES, ADMINISTRATIONS AND
INSTITUTIONS, ESPECIALLY THE SPANISH SECURITIES
MARKET COMMISSION ( COMISION NACIONAL DEL MERCADO
DE VALORES ), THE SECURITIES EXCHANGE GOVERNING
COMPANIES AND ANY OTHER WHICH MAY BE COMPETENT
IN RELATION TO ANY OF THE RESOLUTIONS ADOPTED,
IN ORDER TO CARRY OUT THE NECESSARY FORMALITIES
AND ACTIONS FOR THE MOST COMPLETE IMPLEMENTATION
AND EFFECTIVENESS THEREOF.
* PLEASE NOTE THAT SHAREHOLDERS WHO PARTICIPATE Non-Voting *Management Position Unknown
IN ANY FORM AT THE EGM, WHETHER DIRECTLY, BY
PROXY, OR BY LONG-DISTANCE VOTING, SHALL BE ENTITLED
TO RECEIVE AN ATTENDANCE PREMIUM OF FIFTEEN EURO
CENTS GROSS PER SHARE 0.15 EUROS GROSS PER SHARE,
TO BE PAID THROUGH THE MEMBER ENTITIES OF THE
CLEARINGHOUSE SOCIEDAD DE GESTION DE LOS SISTEMAS
DE REGISTRO, COMPENSACION Y LIQUIDACION DE VAIORES
IBERCLEAR. PLEASE BE ADVISED THAT ADDITIONAL
INFORMATION CONCERNING ENDESA, S.A. CAN ALSO
BE VIEWED ON THE COMPANY S WEBSITE: HTTP://WWW.ENDESA.ES/PORTAL/PORTADA?URL=/PORTAL/EN/DEFAULT.HTM&IDIOMA=EN&.
THANK YOU.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 4 of 61
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TECHEM AG, ESCHBORN AGM MEETING DATE: 03/26/2007
ISSUER: D83027108 ISIN: DE0005471601
SEDOL: B02NWD3, 5899281
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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* PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown
MEETING IS 05 MAR 2007, WHEREAS THE MEETING HAS
BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS
DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS
REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW.
THANK YOU.
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown
ANNUAL REPORT FOR THE 2005/2006 FY WITH THE REPORT
OF THE SUPERVISORY BOARD , THE GROUP FINANCIAL
STATEMENTS AND ANNUAL REPORT AND THE PROPOSAL
ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT
2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown
PROFIT OF EUR 120,639,293 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 2 PER SHARE; EUR 50,000,000
SHALL BE ALLOCATED TO THE REVENUE RESERVES; EUR
23,605,797 SHALL BE CARRIED FORWARD; EX-DIVIDEND
AND PAYABLE DATE: 27 MAR 2007
3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINTMENT OF AUDITORS FOR THE 2006/2007 FY: Management For *Management Position Unknown
PRICEWATERHOUSECOOPERS AG, FRANKFURT
6. SUPPLEMENTARY ELECTION TO THE SUPERVISORY BOARD Management For *Management Position Unknown
7. ELECTION TO THE SUPERVISORY BOARD Management For *Management Position Unknown
12. RESOLUTION ON THE ADJUSTMENT OF THE SUPERVISORY Management For *Management Position Unknown
BOARD REMUNERATION; THE REMUNERATION FOR THE
CHAIRMAN SHALL BE INCREASED TO 3.5 TIMES THE
REMUNERATION FOR ORDINARY MEMBERS
8. RESOLUTION ON THE REVISION OF THE AUTHORIZED Management For *Management Position Unknown
CAPITAL AND THE CORRESPONDING AMENDMENTS TO THE
ARTICLE OF ASSOCIATION; THE EXISTING AUTHORIZED
CAPITAL SHALL BE REVOKED; THE BOARD OF MANAGING
DIRECTORS SHALL BE AUTHORIZED, WITH THE CONSENT
OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE
CAPITAL BY UP TO EUR 12,345,130 THROUGH THE ISSUE
OF NEW ORDINARY AND/OR PREFERENCE SHARES AGAINST
PAYMENT IN CASH OR KIND, ON OR BEFORE 26 MAR
2012; SHAREHOLDERS, SUBSCRIPTION RIGHTS SHALL
BE EXCLUDED FOR RESIDUAL AMOUNTS, FOR THE ISSUE
OF SHARES TO THIRD PARTIES FOR ACQUISITION PURPOSES
OR TO EMPLOYEES, FOR THE ISSUE OF SHARES TO HOLDERS
OPTION OR CONVERSION RIGHTS, AND FOR THE ISSUE
OF SHARES AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 5 of 61
9. AUTHORIZATION TO ACQUIRE OWN SHARES; THE COMPANY Management For *Management Position Unknown
SHALL BE AUTHORIZED TO ACQUIRE OWN SHARES OF
UP TO EUR 2,469.026, AT A PRICE NOT DEVIATING
MORE THAN 20 % FROM THEIR MARKET PRICE, ON OR
BEFORE 26 SEP 2008; THE BOARD OF MANAGING DIRECTORS
SHALL BE AUTHORIZED TO RETIRE THE SHARES, TO
USE THE SHARES FOR ACQUISITION PURPOSES, TO ISSUE
THE SHARES TO EMPLOYEES, TO SELL THE SHARES AT
A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE,
AND TO USE THE SHARES TO SATISFY OPTION OR CONVERSION
RIGHTS
10. RESOLUTION ON THE REVOCATION OF AN AUTHORIZATION Management For *Management Position Unknown
AND OF THE CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLE OF ASSOCIATION; THE
AUTHORIZATIONS OF 3 FEB 2000, AND OF 20 MAR 2001,
TO GRANT SUBSCRIPTION RIGHTS SHALL BE REVOKED;
THE CONTINGENT CAPITAL II SHALL BE REVOKED, AND
THE REMAINING CONTINGENT CAPITAL REDUCED FROM
EUR 1,600,503 TO EUR 34,204
11. RESOLUTION ON THE AUTHORIZATION TO ISSUE BONDS Management For *Management Position Unknown
AND/OR PROFIT-SHARING RIGHTS, THE CREATION OF
NEW CONTINGENT CAPITAL, AND THE CORRESPONDING
AMENDMENTS TO THE ARTICLE OF ASSOCIATION; THE
BOARD OF MANAGING DIRECTORS SHALL BE AUTHORIZED,
WITH THE CONSENT OF THE SUPERVISORY BOARD, TO
ISSUE BONDS OR PROFIT-SHARING RIGHTS OF UP TO
EUR 700,000,000, HAVING A TERM OF UP TO 15 YEARS
AND CONFERRING A CONVERSION OR OPTION RIGHT FOR
NEW SHARES OF THE COMPANY, AGAINST PAYMENT IN
CASH AND/OR KIND ON OR BEFORE 26 MAR 2012; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTION RIGHTS, EXCEPT
FOR RESIDUAL AMOUNTS, OR IF THE BONDS OR RIGHTS
ARE ISSUED TO HOLDERS OF OUTSTANDING OPTION OR
CONVERSION RIGHTS OR AT A PRICE NOT MATERIALLY
BELOW THEIR THEORETICAL MARKET VALUE, OR FOR
ACQUISITION PURPOSES; THE SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 12,310,926
THROUGH THE ISSUE OF UP TO 12,310,926 BEARER
SHARES, INSOFAR AS OPTION OR CONVERSION RIGHTS
ARE EXERCISED
13. APPROVAL OF AMENDMENTS TO THE ARTICLE OF ASSOCIATION, Management For *Management Position Unknown
INCLUDING THE FOLLOWING: SECTION 3, REGARDING
THE COMPANY BEING AUTHORIZED TO TRANSMIT INFORMATION
TO SHAREHOLDERS BY ELECTRONIC MEANS; SECTION
24, REGARDING SHAREHOLDERS REGISTERING TO ATTEND
BY THE 7TH DAY BEFORE THE SHAREHOLDERS MEETING,
AND PROVIDING EVIDENCE OF THEIR SHAREHOLDING
AS PER THE 21ST DAY PRIOR TO THE MEETING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 6 of 61
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ADESA, INC. KAR SPECIAL MEETING DATE: 03/28/2007
ISSUER: 00686U104 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, Management For For
IF NECESSARY, TO PERMIT FURTHER SOLICITATION
OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
AND APPROVE THE MERGER AGREEMENT.
01 PROPOSAL TO ADOPT AND APPROVE THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF DECEMBER 22, 2006,
BY AND AMONG ADESA, INC., KAR HOLDINGS II, LLC,
KAR HOLDINGS, INC. AND KAR ACQUISITION, INC.,
PURSUANT TO WHICH KAR ACQUISITION, INC. WILL
MERGE WITH AND INTO ADESA, INC., ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
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JOHN H. HARLAND COMPANY JH SPECIAL MEETING DATE: 03/28/2007
ISSUER: 412693103 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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02 TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE AGREEMENT AND PLAN OF MERGER.
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 19, 2006, AMONG M & F WORLDWIDE
CORP., H ACQUISITION CORP. AND JOHN H. HARLAND
COMPANY.
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SABRE HOLDINGS CORPORATION TSG SPECIAL MEETING DATE: 03/29/2007
ISSUER: 785905100 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 12, 2006, AMONG SABRE HOLDINGS
CORPORATION, SOVEREIGN HOLDINGS, INC. AND SOVEREIGN
MERGER SUB, INC. AND APPROVE THE MERGER.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE MEETING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES.
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Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
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USI HOLDINGS CORPORATION USIH SPECIAL MEETING DATE: 03/29/2007
ISSUER: 90333H101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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02 APPROVAL OF 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 MERGER AGREEMENT.
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 15, 2007, BY AND AMONG USI
HOLDINGS CORPORATION, COMPASS ACQUISITION HOLDINGS
CORP. AND COMPASS MERGER SUB INC.
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COMPANIA ANONIMA NAC. TEL. DE VENEZU VNT ANNUAL MEETING DATE: 03/30/2007
ISSUER: 204421101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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3A7 ELECTION OF DIRECTOR: JOSE MANUEL ORTEGA (PRINCIPAL) Management For For
AND ADOLFO LEDO (ALTERNATE).
3A6 ELECTION OF DIRECTOR: LUIS ESTEBAN PALACIOS (PRINCIPAL) Management For For
AND FRANCISCO CASAS (ALTERNATE).
3A5 ELECTION OF DIRECTOR: NICOLAS VEGAS (PRINCIPAL) Management For For
AND VICTOR VERA (ALTERNATE).
3A4 ELECTION OF DIRECTOR: EDWARD MCQUAID (PRINCIPAL) Management For For
AND ARTURO BANEGAS (ALTERNATE).
3A3 ELECTION OF DIRECTOR: JOHN LACK (PRINCIPAL) AND Management For For
JON WELLS (ALTERNATE).
3A2 ELECTION OF DIRECTOR: DANIEL P. PETRI (PRINCIPAL) Management For For
AND CHRISTOPHER BENNETT (ALTERNATE).
3A1 ELECTION OF DIRECTOR: VICENTE LLATAS (PRINCIPAL) Management For For
AND ARMANDO YANES (ALTERNATE).
02 THE APPROVAL OF THE PAYMENTS OF AN ORDINARY DIVIDEND Management For For
FOR 2007 OF BS. 922.07 PER SHARE REPRESENTING
US$ 3.003 PER ADS.
01 THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL Management For For
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2006.
05 APPOINTMENT OF THE NOMINATED STATUTORY AUDITORS: Management For For
EUDORO BARRETO (PRINCIPAL) AND QUISQUEYA PLANAS
(ALTERNATE)
04 APPOINTMENT OF ESPINEIRA, SHELDON Y ASOCIADOS Management For For
- MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL
AUDITORS FOR 2007.
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INTRALASE CORP. ILSE SPECIAL MEETING DATE: 03/30/2007
ISSUER: 461169104 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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02 IF NECESSARY OR APPROPRIATE, TO APPROVE THE POSTPONEMENT Management For For
OR ADJOURNMENT OF THE SPECIAL MEETING 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 8 of 61
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
JANUARY 5, 2007 (THE MERGER AGREEMENT ), BY
AND AMONG INTRALASE, ADVANCED MEDICAL OPTICS,
INC. ( AMO ) AND IRONMAN MERGER CORPORATION (
MERGER SUB ), PURSUANT TO WHICH MERGER SUB WILL
BE MERGED WITH AND INTO INTRALASE, WITH INTRALASE
SURVIVING THE MERGER (THE MERGER ).
------------------------------------------------------------------------------------------------------------------------------------
REALOGY CORPORATION RLGYV.PK SPECIAL MEETING DATE: 03/30/2007
ISSUER: 75605E100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 15, 2006, BY AND AMONG DOMUS
HOLDINGS CORP., DOMUS ACQUISITION CORP., AND
REALOGY CORPORATION, AS IT MAY BE AMENDED FROM
TIME TO TIME.
02 PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING Management For For
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.
------------------------------------------------------------------------------------------------------------------------------------
TANDBERG TELEVISION ASA OGM MEETING DATE: 03/30/2007
ISSUER: R89645106 ISIN: NO0003070906
SEDOL: 5176694, B05P5D7, 5466641
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting *Management Position Unknown
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE. THANK YOU
* MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting *Management Position Unknown
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU
WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR
ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER TO LODGE YOUR VOTE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 9 of 61
Take No
1. OPENING OF THE MEETING BY THE CHAIRMAN AND REGISTRATION Management Action *Management Position Unknown
OF SHAREHOLDERS PRESENT AT THE MEETING
Take No
2. ELECT THE CHAIRMAN OF THE MEETING AND 2 PERSON Management Action *Management Position Unknown
TO CO-SIGN THE PROTOCOL
Take No
3. APPROVE THE NOTICE AND THE AGENDA Management Action *Management Position Unknown
Take No
4. APPROVE OF THE ANNUAL ACCOUNTS AND THE ANNUAL Management Action *Management Position Unknown
REPORTS FOR 2006, INCLUDING THEGROUP ACCOUNTS
AND DISPOSAL OF THE ANNUAL RESULT OF THE PARENT
COMPANY
Take No
5. APPROVE THE ADVISORY VOTE REGARDING THE COMPANY Management Action *Management Position Unknown
S EXECUTIVE COMPENSATION POLICY
Take No
6. APPROVE THE REMUNERATION FOR THE BOARD MEMBERS, Management Action *Management Position Unknown
THE COMMITTEE MEMBERS AND THECOMPANY AUDITOR
Take No
7. APPROVE THE INFORMATION REGARDING OFFERS FOR Management Action *Management Position Unknown
ALL THE SHARES IN THE COMPANY
Take No
8. ELECT THE BOARD OF DIRECTORS AND THE NOMINATION Management Action *Management Position Unknown
COMMITTEE
------------------------------------------------------------------------------------------------------------------------------------
BANDAG, INCORPORATED BDG SPECIAL MEETING DATE: 04/03/2007
ISSUER: 059815100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 5, 2006, BY AND AMONG BANDAG,
INCORPORATED, BRIDGESTONE AMERICAS HOLDING, INC.
AND GRIP ACQUISITION, INC.
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING IF Management For For
NECESSARY OR APPROPRIATE TO PERMIT FURTHER SOLICITATION
OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE AGREEMENT AND PLAN OF MERGER REFERRED TO
IN ITEM 1.
------------------------------------------------------------------------------------------------------------------------------------
ALTIRIS, INC. ATRS SPECIAL MEETING DATE: 04/04/2007
ISSUER: 02148M100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER (THE Management For For
MERGER AGREEMENT ), DATED AS OF JANUARY 26,
2007, AMONG SYMANTEC CORPORATION ( SYMANTEC ),
A DELAWARE CORPORATION, ATLAS MERGER CORP., A
DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY
OF SYMANTEC, AND ALTIRIS, INC.
02 ANY PROPOSAL BY ALTIRIS BOARD OF DIRECTORS TO Management For For
ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 10 of 61
------------------------------------------------------------------------------------------------------------------------------------
FOUR SEASONS HOTELS INC. FS SPECIAL MEETING DATE: 04/05/2007
ISSUER: 35100E104 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 THE SPECIAL RESOLUTION APPROVING THE ARRANGEMENT Management For For
(THE ARRANGEMENT ) UNDER SECTION 182 OF THE BUSINESS
CORPORATIONS ACT (ONTARIO) INVOLVING THE CORPORATION,
ITS SHAREHOLDERS AND FS ACQUISITION CORP., A
BRITISH COLUMBIA COMPANY THAT IS OWNED BY TRIPLES
HOLDINGS LIMITED AND AFFILIATES OF KINGDOM HOTELS
INTERNATIONAL AND CASCADE INVESTMENT, L.L.C.,
THE FULL TEXT OF WHICH IS SET FORTH IN APPENDIX
A TO THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR OF THE CORPORATION DATED MARCH 5, 2007.
------------------------------------------------------------------------------------------------------------------------------------
HARRAH'S ENTERTAINMENT, INC. HET SPECIAL MEETING DATE: 04/05/2007
ISSUER: 413619107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 19, 2006, AMONG HAMLET HOLDINGS
LLC, HAMLET MERGER INC. AND HARRAH S ENTERTAINMENT,
INC.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE MEETING TO ADOPT THE
MERGER AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
URASIA ENERGY LTD. UAEYF SPECIAL MEETING DATE: 04/05/2007
ISSUER: 91703W108 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE ARRANGEMENT RESOLUTION. Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 11 of 61
------------------------------------------------------------------------------------------------------------------------------------
MACDERMID, INCORPORATED MRD SPECIAL MEETING DATE: 04/12/2007
ISSUER: 554273102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF DECEMBER 15, 2006, AMONG MACDERMID,
INCORPORATED, MDI HOLDINGS, LLC. AND MATRIX ACQUISITION
CORP. (THE MERGER AGREEMENT ).
02 TO APPROVE THE ADJOURNMENT OF THE MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE MEETING TO APPROVE THE MERGER AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
PW EAGLE, INC. PWEI SPECIAL MEETING DATE: 04/12/2007
ISSUER: 69366Y108 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING. Management For For
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF JANUARY 15, 2007, AMONG PIPE
DREAM ACQUISITION, INC., J-M MANUFACTURING COMPANY,
INC. AND PW EAGLE, INC.
------------------------------------------------------------------------------------------------------------------------------------
EDGARS CONS STORES LTD CRT MEETING DATE: 04/16/2007
ISSUER: S24179111 ISIN: ZAE000068649
SEDOL: B0BP746, B0FGH56, B0BP7Q8, B0CM638, B1809X4
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, THE SCHEME OF ARRANGEMENT ORDINARY SCHEME Management For *Management Position Unknown
PROPOSED BY ELEPHANT ACQUISITION BC PROPRIETARY
LIMITED NEWCO BETWEEN THE APPLICATION AND ORDINARY
SHAREHOLDERS OF THE APPLICANT, OTHER THAN UNITED
RETAIL LIMITED AND THE EDCON STAFF EMPOWERMENT
TRUST, REGISTERED AS SUCH ON THE RECORD DATE
FOR THE ORDINARY SCHEME ORDINARY SCHEME PARTICIPANTS
PROVIDED THAT THE ORDINARY SCHEME MEETING SHALL
NOT BE ENTITLED TO AGREE TO ANY MODIFICATIONS
OF THE ORDINARY SCHEME WHICH WILL HAVE THE EFFECT
OF DIMINISHING THE RIGHTS THAT ARE TO ACCRUE
IN TERMS THEREOF TO ORDINARY SCHEME PARTICIPANTS,
FOR A CASH CONSIDERATION OF ZAR 46,00 IN EXCHANGE
FOR EVERY EDGARDS CONSOLIDATED STORES LIMITED
SHARE HELD ON THE RECORD DATE
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 12 of 61
------------------------------------------------------------------------------------------------------------------------------------
TD BANKNORTH INC. BNK SPECIAL MEETING DATE: 04/18/2007
ISSUER: 87235A101 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND Management For For
PLAN OF MERGER, DATED AS OF NOVEMBER 19, 2006,
AMONG TD BANKNORTH INC., THE TORONTO-DOMINION
BANK AND BONN MERGER CO.
------------------------------------------------------------------------------------------------------------------------------------
UNITED SURGICAL PARTNERS INTL., INC. USPI SPECIAL MEETING DATE: 04/18/2007
ISSUER: 913016309 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED JANUARY 7, 2007, AMONG UNCN HOLDINGS, INC.,
UNCN ACQUISITION CORP. AND UNITED SURGICAL PARTNERS
INTERNATIONAL, INC.
02 APPROVAL OF 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 APPROVE AND ADOPT
THE AGREEMENT AND PLAN OF MERGER, DATED JANUARY
7, 2007, AMONG UNCN HOLDINGS, INC., UNCN ACQUISITION
CORP. AND UNITED SURGICAL PARTNERS INTERNATIONAL,
INC.
------------------------------------------------------------------------------------------------------------------------------------
BANCO BPI SA, PORTO AGM MEETING DATE: 04/19/2007
ISSUER: X04608109 ISIN: PTBPI0AM0004 BLOCKING
SEDOL: 5788163, 4072566, 5721759
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE CONDITION FOR THIS MEETING Non-Voting *Management Position Unknown
IS 1 VOTING RIGHT PER 500 SHARES. THANK YOU.
Take No
1. RECEIVE AND ADOPT BANCO BPI S INDIVIDUAL AND Management Action *Management Position Unknown
CONSOLIDATED ANNUAL REPORT AND ACCOUNTS FOR THE
FYE 31 DEC 2006
Take No
2. APPROVE THE APPROPRIATION OF NET INCOME FOR 2006 Management Action *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 13 of 61
Take No
3. APPROVE THE GENERAL CONSIDER BANCO BPI S MANAGEMENT Management Action *Management Position Unknown
AND SUPERVISION
Take No
4. APPROVE THE LONG TERM DIVIDEND POLICY Management Action *Management Position Unknown
Take No
5. AUTHORIZE THE BOARD OF DIRECTORS TO ACQUIRE AND Management Action *Management Position Unknown
DISPOSE OF OWN SHARES ON SUCHTERMS AS TO ENSURE
THAT SUCH AUTHORIZATION SHALL ONLY TAKE EFFECT
AFTER THE CLOSE OF THE PROCESS OF THE TAKEOVER
BID FOR BANCO BPI, S.A., WHICH PRELIMINARY ANNOUNCEMENT
WAS RELEASED BY BANCO COMERCIAL PORTUGUES, S.A
ON 13 MAR 2006
------------------------------------------------------------------------------------------------------------------------------------
LONGVIEW FIBRE COMPANY LFB SPECIAL MEETING DATE: 04/19/2007
ISSUER: 543213102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 2, 2007, AS AMENDED (THE
MERGER AGREEMENT ), BY AND AMONG LONGVIEW FIBRE
COMPANY ( LONGVIEW ), BROOKFIELD ASSET MANAGEMENT
INC. AND HORIZON ACQUISITION CO. ( SUB ) AND
THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING
THE MERGER, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
02 TO POSTPONE OR ADJOURN THE SPECIAL MEETING TO Management For For
A LATER DATE TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF THE APPROVAL OF THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING
THE MERGER, IF THERE ARE NOT SUFFICIENT VOTES
FOR SUCH APPROVAL AT THE TIME OF THE SPECIAL MEETING.
------------------------------------------------------------------------------------------------------------------------------------
LAIDLAW INTERNATIONAL, INC. LI SPECIAL MEETING DATE: 04/20/2007
ISSUER: 50730R102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 8, 2007, BY AND AMONG FIRSTGROUP
PLC, A PUBLIC LIMITED COMPANY INCORPORATED UNDER
THE LAWS OF SCOTLAND, FIRSTGROUP ACQUISITION
CORPORATION (FORMERLY KNOWN AS FEM ACQUISITION
VEHICLE CORPORATION), A DELAWARE CORPORATION
AND WHOLLY OWNED SUBSIDIARY OF FIRSTGROUP, AND
LAIDLAW INTERNATIONAL, INC.
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING, INCLUDING, Management For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN
FAVOR OF THE FOREGOING PROPOSAL.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 14 of 61
------------------------------------------------------------------------------------------------------------------------------------
ASIA SATELLITE TELECOMM. HOLDINGS LT SAT SPECIAL MEETING DATE: 04/24/2007
ISSUER: 04516X106 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
C1 AT THE COURT MEETING: APPROVAL OF THE SCHEME Management For *Management Position Unknown
PROPOSED TO BE MADE BETWEEN THE COMPANY AND THE
SCHEME SHAREHOLDERS, AS DESCRIBED IN THE NOTICE
OF THE COURT MEETING.
S1 AT THE SPECIAL GENERAL MEETING: APPROVAL OF THE Management For *Management Position Unknown
CAPITAL REDUCTION BY MEANS OF THE CANCELLATION
OF THE SCHEME SHARES, ISSUE AND ALLOTMENT OF
NEW ASIASAT SHARES AND AUTHORIZING DIRECTORS,
AS DESCRIBED IN THE NOTICE OF THE SPECIAL GENERAL
MEETING.
------------------------------------------------------------------------------------------------------------------------------------
ENDESA SA, MADRID EGM MEETING DATE: 04/24/2007
ISSUER: E41222113 ISIN: ES0130670112
SEDOL: 2615424, 5271782, B0389N6, 5788806, 4315368, 5285501, B0ZNJC8
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1. AMEND ARTICLE 32 OF THE CORPORATE BYLAWS LIMITATION Management For *Management Position Unknown
OF VOTING RIGHTS
2. AMEND ARTICLE 37 OF THE CORPORATE BYLAWS NUMBER Management For *Management Position Unknown
OF CLASSES OF THE DIRECTORS
3. AMEND ARTICLE 38 OF THE CORPORATE BYLAWS TERM Management For *Management Position Unknown
OF OFFICE OF THE DIRECTOR
4. AMEND ARTICLE 42 OF THE CORPORATE BYLAWS INCOMPATIBILITIES Management For *Management Position Unknown
OF THE DIRECTORS
5. AUTHORIZE THE BOARD OF DIRECTORS TO EXECUTE AND Management For *Management Position Unknown
IMPLEMENT THE RESOLUTIONS ADOPTED BY THE GENERAL
MEETING, AS WELL AS TO SUBSTITUTE THE AUTHORITIES
IT RECEIVES FROM THE GENERAL MEETING, AND GRANT
AUTHORITY FOR PROCESSING THE SAID RESOLUTIONS
AS A PUBLIC INSTRUMENT, REGISTRATION THEREOF
AND, AS THE CAUSE MAY BE, CORRECTION THEREOF
------------------------------------------------------------------------------------------------------------------------------------
MID-STATE BANCSHARES MDST SPECIAL MEETING DATE: 04/25/2007
ISSUER: 595440108 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE PRINCIPAL TERMS OF THE AGREEMENT Management For For
AND PLAN OF MERGER, DATED AS OF NOVEMBER 1, 2006,
PURSUANT TO WHICH MID-STATE BANCSHARES WILL BE
ACQUIRED BY VIB CORP, AND THE TRANSACTIONS CONTEMPLATED
THEREBY AS DESCRIBED IN THE ATTACHED PROXY STATEMENT.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 15 of 61
02 TO APPROVE, IF NECESSARY, AN ADJOURNMENT OF THE Management For For
SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES
IN FAVOR OF THE PRINCIPAL TERMS OF THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.
------------------------------------------------------------------------------------------------------------------------------------
HARRAH'S ENTERTAINMENT, INC. HET ANNUAL MEETING DATE: 04/26/2007
ISSUER: 413619107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
STEPHEN F. BOLLENBACH Management For For
RALPH HORN Management For For
GARY W. LOVEMAN Management For For
BOAKE A. SELLS Management For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For For
TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE 2007
CALENDAR YEAR.
------------------------------------------------------------------------------------------------------------------------------------
HERBALIFE, LTD. HLF ANNUAL MEETING DATE: 04/26/2007
ISSUER: G4412G101 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1A ELECTION OF DIRECTOR: LEROY T. BARNES. Management For For
1B ELECTION OF DIRECTOR: RICHARD P. BERMINGHAM. Management For For
1C ELECTION OF DIRECTOR: PETER MASLEN. Management For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2007.
03 APPROVE THE COMPANY S EMPLOYEE STOCK PURCHASE Management For For
PLAN.
------------------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS S A AGM MEETING DATE: 04/27/2007
ISSUER: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: B02P109, 5466856, 5825985, 4676203, 5760365, 5817186
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT FOR EVERY 500 SHARES YOU HAVE Non-Voting *Management Position Unknown
1 VOTING RIGHT. THANK YOU.
* PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting *Management Position Unknown
IN MEETING TYPE. 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.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 16 of 61
Take No
1. APPROVE THE YEAR 2006 ANNUAL REPORT AND THE ACCOUNTS Management Action *Management Position Unknown
OF THE COMPANY OF THE YEAR 2006
Take No
2. APPROVE THE CONSOLIDATED ANNUAL REPORT AND THE Management Action *Management Position Unknown
ACCOUNTS OF THE YEAR 2006
Take No
3. APPROVE THE PROFITS APPLICATION Management Action *Management Position Unknown
Take No
4. APPROVE TO APPRECIATE THE MANAGEMENT BOARD AND Management Action *Management Position Unknown
SUPERVISORY BOARD PERFORMANCE
Take No
5. APPROVE TO RESOLVE ON FREE ALLOTMENT OF ALL ORDINARY Management Action *Management Position Unknown
SHARES REPRESENTING THE SHARE CAPITAL OF PT MULTIMEDIA
HELD BY THE COMPANY, TO ITS SHAREHOLDERS WERE
EACH SHARESHOLDER SHALL RECEIVE THE EQUIVALENT
TO 4 PTM SHARES FOR EACH PT HELD
Take No
6. APPROVE TO RESOLVE ON THE ACQUISITION AND DISPOSAL Management Action *Management Position Unknown
OF OWN SHARES, INCLUDING THEIR ACQUISITION IN
CONNECTION WITH THE SHARE BUYBACK PROGRAMME
Take No
7. APPROVE TO RESOLVE ON A REDUCTION IN SHARE CAPITAL Management Action *Management Position Unknown
UP TO 65,191,463.05 EUROS FOR THE PURPOSE OF
RELEASING EXCESS CAPITAL IN CONNECTION WITH A
SHARE BUYBACK PROGRAMME, BY MEANS OF CANCELLATION
OF UP TO 186,261,323 SHARES REPRESENTING UP TO
16.5 OF THE SHARE CAPITAL TO BE ACQUIRED AS A
RESULT OF THE INMPLEMENTATION OF THIS RESOLUTION,
AS WELL AS ON RELATED RESERVES AND ON THE CORRESPONDING
AMENDMENT TO PARAGRAPHS 1 AND 2 OF ARTICLE 4
OF THE ARTICLES OF ASSOCIATION
Take No
8. APPROVE TO RESOLVE ON A SHARES CAPITAL INCREASE Management Action *Management Position Unknown
TO 474,119,730 EUROS BY MEANS OF INCORPORATION
OF LEGAL RESERVES IN THE AMOUNT OF 79,019,955
EUROS, THROUGH AN INCREASE IN THE PAR VALUE OF
ALL SHARES REPRESENTING THE COMPANY S SHARE CAPITAL
BY AN AMOUNT EQUAL TO 7 EURO CENTS, WHEREBY THE
PAR VALUE OF EACH SHARE WILL BE 42 EURO CENTS,
WITH THE CORRESPONDING AMENDMENT TO PARAGRAPHS
1 AND 2 OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION
Take No
9. APPROVE TO RESOLVE ON A SHARE CAPITAL REDUCTION Management Action *Management Position Unknown
TO 33,865,695 EUROS, TO BE CARRIED OUT BY MEANS
OF A REDUCTION IN THE PAR VALUE OF ALL SHARES
REPRESENTING THE SHARE CAPITAL, WHEREBY EACH
SHARE WILL HAVE A PAR VALUE OF 3 EURO CENTS,
BY REDUCING THE PAR VALUE OF ALL SHARES TO 3
EURO CENTS WITH THE CORRESPONDING AMENDMENT TO
PARAGRAPHS 1 AND 2 OF ARTICLE 4 OF THE ARTICLES
OF ASSOCIATION, THE PURPOSE OF THE CAPITAL REDUCTION
WILL BE THE RELEASE OF EXCESS CAPITAL
Take No
10. APPROVE, PURSUANT TO PARAGRAPHS 1 AND 2 OF ARTICLE Management Action *Management Position Unknown
4 OF THE ARTICLES OF ASSOCIATION, ON THE PARAMETERS
APPLICABLE IN THE EVENT OF ANY ISSUANCE OF BONDS
CONVERTIBLE INTO SAHRES THAT MAY BE RESOLVED
UPON BY THE BOARD OF DIRECTORS
Take No
11. APPROVE TO RESOLVE ON THE SUPPRESSION OF THE Management Action *Management Position Unknown
PRE-EMPTIVE RIGHT OF SHAREHOLDER IN THE SUBSCRIPTION
OF ANY ISSUANCE OF CONVERTIBLE BONDS AS REFERRED
TO UNDER ITEM 10 HEREOF AS MAY BE RESOLVED UPON
BY THE BOARD OF DIRECTORS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 17 of 61
Take No
12. APPROVE TO RESOLVE ON THE ISSUANCE OF BONDS AND Management Action *Management Position Unknown
OTHER SECURITIES, OF WHATEVER NATURE, BY THE
BOARD OF DIRECTORS, AND NAMELY ON THE FIXING
OF THE VALUE OF SUCH SECURITIES IN ACCORDANCE
WITH PARAGRAPH 3 OF ARTICLE 8 AND PARAGRAPH 1,
E) OF ARTICLE 15 OF THE ARTICLES OF ASSOCIATION
Take No
13. APPROVE TO RESOLVE ON THE ACQUISITION AND DISPOSAL Management Action *Management Position Unknown
OF OWN BONDS AND OTHER OWN SECURITIES
------------------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM, SGPS, S.A. PT ANNUAL MEETING DATE: 04/27/2007
ISSUER: 737273102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO RESOLVE ON THE MANAGEMENT REPORT, BALANCE Management For For
SHEET AND ACCOUNTS FOR THE YEAR 2006.
02 TO RESOLVE ON THE CONSOLIDATED MANAGEMENT REPORT, Management For For
BALANCE SHEET AND ACCOUNTS FOR THE YEAR 2006.
03 TO RESOLVE ON THE PROPOSAL FOR APPLICATION OF Management For For
PROFITS.
04 TO RESOLVE ON A GENERAL APPRAISAL OF THE COMPANY Shareholder Against For
S MANAGEMENT AND SUPERVISION.
05 TO RESOLVE ON THE FREE ALLOTMENT OF ALL THE ORDINARY Management For For
SHARES REPRESENTING THE SHARE CAPITAL OF PT MULTIMEDIA.
06 TO RESOLVE ON THE ACQUISITION AND DISPOSAL OF Management For For
OWN SHARES.
07 TO RESOLVE ON A REDUCTION IN SHARE CAPITAL OF Management For For
UP TO 65,191,463.05 EUROS.
08 TO RESOLVE ON A SHARE CAPITAL INCREASE TO 471,119,730 Management For For
EUROS.
09 TO RESOLVE ON A SHARE CAPITAL REDUCTION TO 33,865,695 Management For For
EUROS.
10 TO RESOLVE ON THE PARAMETERS APPLICABLE IN THE Management For For
EVENT OF ANY ISSUANCE OF BONDS CONVERTIBLE INTO
SHARES.
11 TO RESOLVE ON THE SUPPRESSION OF THE PRE-EMPTIVE Management For For
RIGHT IN THE SUBSCRIPTION OF ANY ISSUANCE OF
CONVERTIBLE BONDS.
12 TO RESOLVE ON THE ISSUANCE OF BONDS AND OTHER Management For For
SECURITIES, OF WHATEVER NATURE, BY THE BOARD
OF DIRECTORS.
13 TO RESOLVE ON THE ACQUISITION AND DISPOSAL OF Management For For
OWN BONDS AND OTHER OWN SECURITIES.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 18 of 61
------------------------------------------------------------------------------------------------------------------------------------
SWIFT TRANSPORTATION CO., INC. SWFT SPECIAL MEETING DATE: 04/27/2007
ISSUER: 870756103 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF JANUARY 19, 2007, BY AND AMONG SWIFT
TRANSPORTATION CO., INC., SAINT ACQUISITION CORPORATION
AND SAINT CORPORATION, AS DESCRIBED IN THE PROXY
STATEMENT.
02 APPROVAL OF 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 THE MERGER AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
WITNESS SYSTEMS, INC. WITS SPECIAL MEETING DATE: 05/01/2007
ISSUER: 977424100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF FEBRUARY 11, 2007, AMONG WITNESS SYSTEMS,
INC., VERINT SYSTEMS INC. AND WHITE ACQUISITION
CORPORATION, A WHOLLY OWNED SUBSIDIARY OF VERINT,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME.
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.
------------------------------------------------------------------------------------------------------------------------------------
AQUILA, INC. ILA ANNUAL MEETING DATE: 05/02/2007
ISSUER: 03840P102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
IRVINE O. HOCKADAY,JR. Management For For
HEIDI E. HUTTER Management For For
DR. S.O. IKENBERRY Management For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Management For For
AUDITORS FOR 2007
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 19 of 61
------------------------------------------------------------------------------------------------------------------------------------
HYDRIL COMPANY HYDL SPECIAL MEETING DATE: 05/02/2007
ISSUER: 448774109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 11, 2007, AMONG HYDRIL COMPANY,
TENARIS S.A. AND HOKKAIDO ACQUISITION, INC.
02 ADJOURN THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE Management For For
TO PERMIT FURTHER SOLICITAION OF PROXIES IF THERE
ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING
TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
MERGER.
------------------------------------------------------------------------------------------------------------------------------------
K&F INDUSTRIES HOLDINGS, INC. KFI SPECIAL MEETING DATE: 05/03/2007
ISSUER: 482241106 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER Management For For
BY AND AMONG K&F INDUSTRIES HOLDINGS, INC., MEGGITT-USA,
INC., A DELAWARE CORPORATION, AND FERNDOWN ACQUISITION
CORP., A DELAWARE CORPORATION, PURSUANT TO WHICH
FERNDOWN ACQUISITION CORP. WILL BE MERGED WITH
AND INTO K&F INDUSTRIES HOLDINGS, INC.
02 TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF Management For For
THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES.
------------------------------------------------------------------------------------------------------------------------------------
LESCO, INC. LSCO SPECIAL MEETING DATE: 05/03/2007
ISSUER: 526872106 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For For
OF MERGER, DATED AS OF FEBRUAY 19, 2007, AMONG
DEERE & COMPANY, DEERE MERGER SUB, INC. AND LESCO,
INC., AND THE TRANSACTIONS CONTEMPLATED THEREBY.
02 ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, Management For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.
------------------------------------------------------------------------------------------------------------------------------------
DENDRITE INTERNATIONAL, INC. DRTE SPECIAL MEETING DATE: 05/04/2007
ISSUER: 248239105 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF MARCH 1, 2007, BY AND AMONG
DENDRITE, CEGEDIM SA, AND DOGWOOD ENTERPRISES,
INC., AND APPROVE THE MERGER CONTEMPLATED BY
THE MERGER AGREEMENT.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF DEEMED NECESSARY OR APPROPRIATE.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 20 of 61
------------------------------------------------------------------------------------------------------------------------------------
APPLIED INNOVATION INC. AINN SPECIAL MEETING DATE: 05/08/2007
ISSUER: 037916103 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED FEBRUARY 22, 2007, AMONG THE COMPANY,
KEG HOLDINGS, INC., AND BUCKEYE MERGER CO., A
WHOLLY OWNED SUBSIDIARY OF KEG, PURSUANT TO WHICH,
UPON THE MERGER BECOMING EFFECTIVE, MERGER SUB
WOULD MERGE WITH AND INTO THE COMPANY, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 TO ALLOW THE BOARD OF DIRECTORS TO ADJOURN THE Management For For
SPECIAL MEETING IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO APPROVE AND ADOPT THE
MERGER AGREEMENT AND THE MERGER.
------------------------------------------------------------------------------------------------------------------------------------
TRIBUNE COMPANY TRB ANNUAL MEETING DATE: 05/09/2007
ISSUER: 896047107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
JEFFREY CHANDLER Management For For
WILLIAM A. OSBORN Management For For
MILES D. WHITE Management For For
02 RATIFICATION OF INDEPENDENT ACCOUNTANTS. Management For For
03 SHAREHOLDER PROPOSAL CONCERNING TRIBUNE S CLASSIFIED Shareholder Against For
BOARD OF DIRECTORS.
------------------------------------------------------------------------------------------------------------------------------------
NOVELIS INC. NVL SPECIAL MEETING DATE: 05/10/2007
ISSUER: 67000X106 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 THE ARRANGEMENT RESOLUTION TO APPROVE THE ARRANGEMENT Management For For
UNDER SECTION 192 OF THE CBCA INVOLVING NOVELIS,
ITS SHAREHOLDERS AND OTHER SECURITYHOLDERS, HINDALCO
AND ACQUISITION SUB.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 21 of 61
------------------------------------------------------------------------------------------------------------------------------------
BEL FUSE INC. BELFA ANNUAL MEETING DATE: 05/11/2007
ISSUER: 077347201 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
DANIEL BERNSTEIN Management For For
PETER GILBERT Management For For
JOHN S. JOHNSON Management For For
02 THE RATIFICATION OF THE DESIGNATION OF DELOITTE Management For For
& TOUCHE LLP TO AUDIT BEL S BOOKS AND ACCOUNTS
FOR 2007.
------------------------------------------------------------------------------------------------------------------------------------
GETAZ ROMANG HOLDING SA, VEVEY OGM MEETING DATE: 05/11/2007
ISSUER: H31835103 ISIN: CH0015418087 BLOCKING
SEDOL: B1W6347, 7537192
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
Take No
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Action *Management Position Unknown
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL Register
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.
------------------------------------------------------------------------------------------------------------------------------------
GETAZ ROMANG HOLDING SA, VEVEY OGM MEETING DATE: 05/11/2007
ISSUER: H31835103 ISIN: CH0015418087 BLOCKING
SEDOL: B1W6347, 7537192
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 22 of 61
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING382517, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
Take No
1. APPROVE THE OFFER BY CRH EUROPE Management Action *Management Position Unknown
Take No
2. AMEND THE BY-LAWS Management Action *Management Position Unknown
Take No
3. APPROVE THE ANNUAL REPORT AND THE REPORT OF THE Management Action *Management Position Unknown
AUDITORS
Take No
4. APPROVE THE APPROPRIATION OF THE REPORTS Management Action *Management Position Unknown
Take No
5. STATUTORY NOMINATIONS Management Action *Management Position Unknown
6. MISCELLANEOUS Non-Voting *Management Position Unknown
------------------------------------------------------------------------------------------------------------------------------------
GETAZ ROMANG HOLDING SA, VEVEY AGM MEETING DATE: 05/11/2007
ISSUER: H31835103 ISIN: CH0015418087 BLOCKING
SEDOL: B1W6347, 7537192
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 382518 DUE TO RECEIPT OF ADDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown
NOTICE SENT UNDER MEETING382517. INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU.
Take No
1. APPROVE THE PURCHASE OFFER FOR CRH EUROPE HOLDING Management Action *Management Position Unknown
BV
Take No
2. AMEND THE ARTICLES OF ASSOCIATION Management Action *Management Position Unknown
Take No
3. RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management Action *Management Position Unknown
AND THE REPORT OF THE AUDITOR FOR 2006
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 23 of 61
Take No
4.1 APPROVE THE ANNUAL REPORT AND THE ANNUAL FINANCIAL Management Action *Management Position Unknown
STATEMENTS FOR 2006
Take No
4.2 GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management Action *Management Position Unknown
Take No
4.3 APPROVE THE APPROPRIATION OF BALANCE SHEET PROFIT Management Action *Management Position Unknown
Take No
5.1.1 ELECT MR. JEAN-PHILIPPE ROCHAT AS A BOARD OF DIRECTOR Management Action *Management Position Unknown
Take No
5.1.3 ELECT MR. JEAN-YVES BIERI AS A BOARD OF DIRECTOR Management Action *Management Position Unknown
Take No
5.1.2 ELECT MR. JEAN-JACQUES MIAUTON AS A BOARD OF DIRECTOR Management Action *Management Position Unknown
Take No
5.1.4 ELECT MR. HARRY BOSSHARDT AS A BOARD OF DIRECTOR Management Action *Management Position Unknown
Take No
5.1.5 ELECT MR. MAURUS CANDREJA AS A BOARD OF DIRECTOR Management Action *Management Position Unknown
Take No
5.2 RE-ELECT THE AUDITOR AND THE GROUP AUDITOR Management Action *Management Position Unknown
6. VARIOUS Non-Voting *Management Position Unknown
------------------------------------------------------------------------------------------------------------------------------------
KEANE, INC. KEA SPECIAL MEETING DATE: 05/15/2007
ISSUER: 486665102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 6, 2007, AMONG KEANE, INC.,
CARITOR, INC. AND RENAISSANCE ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF CARITOR, AS SUCH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
GENERAL MARITIME CORPORATION GMR ANNUAL MEETING DATE: 05/16/2007
ISSUER: Y2692M103 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
PETER C. GEORGIOPOULOS Management For For
WILLIAM J. CRABTREE Management For For
STEPHEN A. KAPLAN Management For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 24 of 61
------------------------------------------------------------------------------------------------------------------------------------
ESCHELON TELECOM INC. ESCH ANNUAL MEETING DATE: 05/17/2007
ISSUER: 296290109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
RICHARD A. SMITH Management For For
CLIFFORD D. WILLIAMS Management For For
LOUIS L. MASSARO Management For For
MARVIN C. MOSES Management For For
MARK E. NUNNELLY Management For For
IAN K. LORING Management For For
JAMES P. TENBROEK Management For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For For
PUBLIC ACCOUNTING FIRM FOR 2007.
------------------------------------------------------------------------------------------------------------------------------------
TRIMBLE NAVIGATION LIMITED TRMB ANNUAL MEETING DATE: 05/17/2007
ISSUER: 896239100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
STEVEN W. BERGLUND Management For For
ROBERT S. COOPER Management For For
JOHN B. GOODRICH Management For For
WILLIAM HART Management For For
ULF J. JOHANSSON Management For For
BRADFORD W. PARKINSON Management For For
NICKOLAS W. VANDE STEEG Management For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For For
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE CURRENT FISCAL YEAR ENDING DECEMBER 28, 2007.
------------------------------------------------------------------------------------------------------------------------------------
ASIA SATELLITE TELECOMM. HOLDINGS LT SAT ANNUAL MEETING DATE: 05/18/2007
ISSUER: 04516X106 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AUDITED ACCOUNTS FOR THE YEAR ENDED Management For For
31 DECEMBER 2006 AND THE REPORTS OF THE DIRECTORS
AND AUDITORS THEREON.
02 TO DECLARE A FINAL DIVIDEND OF HK$0.27 PER SHARE. Management For For
FOR DETAILS, PLEASE SEE EXPLANATORY NOTE 4.1
IN THE NOTICE OF AGM.
03 TO RE-ELECT DIRECTOR AND AUTHORISE THE DIRECTORS Management For For
TO FIX THEIR REMUNERATION.
3A TO RE-ELECT DING YU CHENG AS A DIRECTOR. Management For For
3B TO RE-ELECT JU WEI MIN AS A DIRECTOR. Management For For
3C TO RE-ELECT KO FAI WONG AS A DIRECTOR. Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 25 of 61
3D TO RE-ELECT MI ZENG XIN AS A DIRECTOR. Management For For
3E TO RE-ELECT JAMES WATKINS AS A DIRECTOR. Management For For
3F TO RE-ELECT RONALD HERMAN AS A DIRECTOR. Management For For
3G TO RE-ELECT JOHN CONNELLY AS A DIRECTOR. Management For For
3H TO RE-ELECT MARK CHEN AS A DIRECTOR. Management For For
3I TO RE-ELECT NANCY KU AS A DIRECTOR. Management For For
08 TO AMEND THE BYE-LAWS OF THE COMPANY AS SET OUT Management For For
IN RESOLUTION (8) IN THE NOTICE OF AGM.
04 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS AUDITORS Management For For
OF THE COMPANY AND AUTHORISE THE DIRECTORS TO
FIX THEIR REMUNERATION FOR THE YEAR ENDING 31
DECEMBER 2007.
05 TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO Management For For
ISSUE AND DISPOSE OF ADDITIONAL SHARES IN THE
COMPANY; NOT EXCEEDING TEN PERCENT OF THE ISSUED
SHARE CAPITAL AT THE DATE OF THIS RESOLUTION.
06 TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO Management For For
EXERCISE ALL THE POWERS OF THE COMPANY TO PURCHASE
OR OTHERWISE ACQUIRE SHARES OF HK$0.10 EACH IN
THE CAPITAL OF THE COMPANY; NOT EXCEEDING TEN
PERCENT OF THE ISSUED SHARE CAPITAL AT THE DATE
OF THIS RESOLUTION.
07 TO ADD THE AGGREGATE NOMINAL AMOUNT OF THE SHARES Management For For
WHICH ARE PURCHASED OR OTHERWISE ACQUIRED UNDER
THE GENERAL MANDATE IN RESOLUTION (6) TO THE
AGGREGATE NOMINAL AMOUNT OF THE SHARES WHICH
MAY BE ISSUED UNDER THE GENERAL MANDATE IN RESOLUTION
(5).
------------------------------------------------------------------------------------------------------------------------------------
DEAN FOODS COMPANY DF ANNUAL MEETING DATE: 05/18/2007
ISSUER: 242370104 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
ALAN J. BERNON Management For For
GREGG L. ENGLES Management For For
RONALD KIRK Management For For
02 APPROVAL OF A NEW EQUITY INCENTIVE PLAN. Management Against Against
03 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
AUDITOR.
04 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shareholder Against For
THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE
BOARD ROLES.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 26 of 61
------------------------------------------------------------------------------------------------------------------------------------
CENTRAL PARKING CORPORATION CPC SPECIAL MEETING DATE: 05/21/2007
ISSUER: 154785109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 THE PROPOSAL TO APPROVE A MERGER PROVIDING FOR Management For For
THE ACQUISITION OF CENTRAL PARKING CORPORATION
AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF FEBRUARY 20, 2007, BY AND
AMONG CENTRAL PARKING CORPORATION, KCPC HOLDINGS,
INC., A DELAWARE CORPORATION, AND KCPC ACQUISITION,
INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 THE PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE MEETING TO ADOPT THE
MERGER AGREEMENT AND APPROVE THE MERGER.
------------------------------------------------------------------------------------------------------------------------------------
COMPANIA ANONIMA NAC. TEL. DE VENEZU VNT SPECIAL MEETING DATE: 05/21/2007
ISSUER: 204421101 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF MANAGEMENT S REPORT OF FINANCIAL Management For *Management Position Unknown
RESULTS FOR THE FOUR MONTH PERIOD ENDED APRIL
30, 2007.
02 PROPOSAL TO ELECT ALL DIRECTORS TO SERVE ON THE Management For
BOARD OF DIRECTORS FOR THE PERIOD 2007-2008.
------------------------------------------------------------------------------------------------------------------------------------
CLEAR CHANNEL COMMUNICATIONS, INC. CCU ANNUAL MEETING DATE: 05/22/2007
ISSUER: 184502102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1A ELECTION OF DIRECTOR: ALAN D. FELD Management For For
1B ELECTION OF DIRECTOR: PERRY J. LEWIS Management For For
1C ELECTION OF DIRECTOR: L. LOWRY MAYS Management For For
1D ELECTION OF DIRECTOR: MARK P. MAYS Management For For
1E ELECTION OF DIRECTOR: RANDALL T. MAYS Management For For
1F ELECTION OF DIRECTOR: B.J. MCCOMBS Management For For
1G ELECTION OF DIRECTOR: PHYLLIS B. RIGGINS Management For For
1H ELECTION OF DIRECTOR: THEODORE H. STRAUSS Management For For
1I ELECTION OF DIRECTOR: J.C. WATTS Management For For
1J ELECTION OF DIRECTOR: JOHN H. WILLIAMS Management For For
1K ELECTION OF DIRECTOR: JOHN B. ZACHRY Management For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For For
LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2007.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 27 of 61
03 APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING PAY FOR SUPERIOR PERFORMANCE.
04 APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING CORPORATE POLITICAL CONTRIBUTIONS.
05 APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING COMPENSATION COMMITTEE INDEPENDENCE.
06 APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL Shareholder Against For
REGARDING EXECUTIVE COMPENSATION.
------------------------------------------------------------------------------------------------------------------------------------
CLAIRE'S STORES, INC. CLE SPECIAL MEETING DATE: 05/24/2007
ISSUER: 179584107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 20, 2007, AMONG CLAIRE S STORES,
INC., BAUBLE HOLDINGS CORP. AND BAUBLE ACQUISITION
SUB., AS IT MAY BE AMENDED FROM TIME TO TIME.
02 ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY Management For For
OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF
THE MEETING TO APPROVE THE AGREEMENT AND PLAN
OF MERGER DESCRIBED IN PROPOSAL 1.
------------------------------------------------------------------------------------------------------------------------------------
APN NEWS AND MEDIA LIMITED EGM MEETING DATE: 05/25/2007
ISSUER: Q1076J107 ISIN: AU000000APN4
SEDOL: B01GXX0, 4079385, 6068574, B02KC89
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
1. APPROVE, FOR THE PURPOSES OF ITEM 7 OF SECTION Management For *Management Position Unknown
611 OF THE CORPORATION ACT 2001 CTH AND ALL OTHER
PURPOSES, SUBJECT TO THE SCHEME BECOMING EFFECTIVE,
THE INMH SALE AS SPECIFIED
------------------------------------------------------------------------------------------------------------------------------------
APN NEWS AND MEDIA LIMITED CRT MEETING DATE: 05/25/2007
ISSUER: Q1076J107 ISIN: AU000000APN4
SEDOL: B01GXX0, 4079385, 6068574, B02KC89
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
411 OF THE CORPORATIONS ACT, THE SCHEME OF ARRANGEMENT
FOR THE ACQUISITION OF ALL SHARES IN APN BY A
CONSORTIUM COMPRISING INDEPENDENT NEWS & MEDIA,
PROVIDENCE EQUITY PARTNERS AND THE CARLYLE GROUP,
AS SPECIFIED
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 28 of 61
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ESCHELON TELECOM INC. ESCH SPECIAL MEETING DATE: 05/25/2007
ISSUER: 296290109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF MARCH 19, 2007, BY AND AMONG ESCHELON TELECOM,
INC., INTEGRA TELECOM HOLDINGS, INC. AND ITH
ACQUISITION CORP., AS SUCH AGREEMENT MAY BE AMENDED
FROM TIME TO TIME, AND APPROVE THE MERGER CONTEMPLATED
BY THE AGREEMENT AND PLAN OF MERGER
02 TO APPROVE A PROPOSAL TO APPROVE THE ADJOURNMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT
ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING
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SMART & FINAL INC. SMF SPECIAL MEETING DATE: 05/29/2007
ISSUER: 831683107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF FEBRUARY 20, 2007, AS AMENDED
AS OF APRIL 27, 2007, BY AND AMONG SHARP HOLDINGS
CORP., SHARP ACQUISITION CORP. AND SMART & FINAL
INC.
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JUPITERMEDIA CORPORATION JUPM ANNUAL MEETING DATE: 06/04/2007
ISSUER: 48207D101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
ALAN M. MECKLER Management For For
CHRISTOPHER S. CARDELL Management For For
MICHAEL J. DAVIES Management For For
GILBERT F. BACH Management For For
WILLIAM A. SHUTZER Management For For
JOHN R. PATRICK Management For For
02 APPROVAL OF DELOITTE & TOUCHE LLP, INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2007.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
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HUB INTERNATIONAL LIMITED HBG SPECIAL MEETING DATE: 06/05/2007
ISSUER: 44332P101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE ARRANGEMENT RESOLUTION, AS DESCRIBED Management For For
IN THE PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO APPROVE THE ARRANGEMENT RESOLUTION.
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OSI RESTAURANT PARTNERS INC. SPECIAL MEETING DATE: 06/05/2007
ISSUER: 67104A101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF NOVEMBER 5, 2006, AMONG OSI RESTAURANT
PARTNERS, INC., KANGAROO HOLDINGS, INC. AND KANGAROO
ACQUISITION, INC. (THE MERGER AGREEMENT ).
02 ADJOURNMENT AND POSTPONEMENT 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 MERGER AGREEMENT.
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BCE INC. BCE SPECIAL MEETING DATE: 06/06/2007
ISSUER: 05534B760 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
04 APPROVING THE RESOLUTION, THE FULL TEXT OF WHICH Management For For
IS REPRODUCED AS SCHEDULE B TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR, TO APPROVE AMENDMENTS
TO THE CORPORATION S EQUITY-BASED COMPENSATION
PLANS.
03 APPROVING THE SPECIAL RESOLUTION, THE FULL TEXT Management For For
OF WHICH IS REPRODUCED AS SCHEDULE A TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR, TO APPROVE THE NAME
CHANGE OF THE CORPORATION.
02 DELOITTE & TOUCHE LLP AS AUDITORS. Management For For
01 DIRECTOR Management For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
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A. B>>RARD Management For For
R.A. BRENNEMAN Management For For
R.J. CURRIE Management For For
A.S. FELL Management For For
D. SOBLE KAUFMAN Management For For
B.M. LEVITT Management For For
E.C. LUMLEY Management For For
J. MAXWELL Management For For
J.H. MCARTHUR Management For For
T.C. O'NEILL Management For For
J.A. PATTISON Management For For
R.C. POZEN Management For For
M.J. SABIA Management For For
P.M. TELLIER Management For For
V.L. YOUNG Management For For
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STRATAGENE CORPORATION STGN SPECIAL MEETING DATE: 06/06/2007
ISSUER: 86269H107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 5, 2007, BY AND AMONG AGILENT
TECHNOLOGIES, INC., JACKSON ACQUISITION CORP.
AND STRATAGENE CORPORATION (THE MERGER AGREEMENT
), AS SUCH MAY BE AMENDED FROM TIME TO TIME,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
IF DEEMED NECESSARY, TO PERMIT FURTHER SOLICITATION
OF ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT
THE MERGER AGREEMENT.
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AFFILIATED COMPUTER SERVICES, INC. ACS ANNUAL MEETING DATE: 06/07/2007
ISSUER: 008190100 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 TO APPROVE THE FISCAL YEAR 2007 PERFORMANCE-BASED Management For For
INCENTIVE COMPENSATION FOR CERTAIN OF OUR EXECUTIVE
OFFICERS
01 DIRECTOR Management For
DARWIN DEASON Management For For
LYNN R. BLODGETT Management For For
JOHN H. REXFORD Management For For
JOSEPH P. O'NEILL Management For For
FRANK A. ROSSI Management For For
J. LIVINGSTON KOSBERG Management For For
DENNIS MCCUISTION Management For For
ROBERT B. HOLLAND, III Management For For
03 TO APPROVE THE SPECIAL EXECUTIVE FY07 BONUS PLAN Management For For
FOR CERTAIN OF OUR EXECUTIVE OFFICERS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 31 of 61
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For For
LLP AS THE CORPORATION S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2007
05 TO APPROVE AND ADOPT THE 2007 EQUITY INCENTIVE Management Against Against
PLAN
06 TO APPROVE A POLICY ON AN ANNUAL ADVISORY VOTE Shareholder Against For
ON EXECUTIVE COMPENSATION
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SEMCO ENERGY, INC. SEN SPECIAL MEETING DATE: 06/07/2007
ISSUER: 78412D109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN Management For For
OF SHARE EXCHANGE (THE EXCHANGE AGREEMENT ),
PURSUANT TO WHICH EACH ISSUED AND OUTSTANDING
SHARE OF COMMON STOCK SHALL BE TRANSFERRED BY
OPERATION OF LAW TO PARENT IN EXCHANGE FOR THE
RIGHT TO RECEIVE $8.15 IN CASH, WITHOUT INTEREST,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
02 ANY PROPOSAL TO POSTPONE OR ADJOURN THE SPECIAL Management For For
MEETING TO A LATER DATE OR TIME, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF THE APPROVAL OF THE EXCHANGE
AGREEMENT, IF THERE ARE NOT SUFFICIENT VOTES
FOR APPROVAL OF THE EXCHANGE AGREEMENT AT THE
SPECIAL MEETING.
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SXR URANIUM ONE INC. SXRFF SPECIAL MEETING DATE: 06/07/2007
ISSUER: 87112P106 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
ANDREW B. ADAMS Management For For
DR. MASSIMO C. CARELLO Management For For
NEAL J. FRONEMAN Management For For
DAVID HODGSON Management For For
TERRY ROSENBERG Management For For
PHILLIP SHIRVINGTON Management For For
IAN TELFER Management For For
MARK WHEATLEY Management For For
KENNETH WILLIAMSON Management For For
02 TO APPOINT DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS Management For For
AS AUDITORS OF THE CORPORATION FOR THE ENSUING
YEAR, AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION.
03 TO APPROVE, BY SPECIAL RESOLUTION, THE AMENDMENT Management For For
OF THE ARTICLES OF THE CORPORATION TO CHANGE
THE NUMBER OF DIRECTORS FROM A MINIMUM OF THREE
AND A MAXIMUM OF 10 TO A MINIMUM OF THREE AND
A MAXIMUM OF 12, AS MORE PARTICULARLY DESCRIBED
IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 32 of 61
04 TO APPROVE, BY SPECIAL RESOLUTION, THE CHANGE Management For For
OF THE CORPORATION S NAME TO URANIUM ONE INC.
OR TO SUCH OTHER NAME AS MAY BE ACCEPTABLE TO
THE BOARD OF DIRECTORS OF THE CORPORATION AND
TO THE REGULATORS HAVING JURISDICTION OVER THE
CORPORATION.
05 TO APPROVE, BY ORDINARY RESOLUTION, THE AMENDMENT Management For For
TO THE RESTRICTED SHARE PLAN OF THE CORPORATION
TO INCREASE THE MAXIMUM NUMBER OF COMMON SHARES
ISSUABLE THEREUNDER, AS MORE PARTICULARLY DESCRIBED
IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.
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BIOMET, INC. BMET SPECIAL MEETING DATE: 06/08/2007
ISSUER: 090613100 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Management For For
MERGER, DATED AS OF DECEMBER 18, 2006, BY AND
AMONG BIOMET, INC., AN INDIANA CORPORATION, LVB
ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY
COMPANY, AND LVB ACQUISITION MERGER SUB, INC.,
AN INDIANA CORPORATION AND A WHOLLY-OWNED SUBSIDIARY
OF LVB ACQUISITION, LLC.
02 ANY PROPOSAL TO ADJOURN THE SPECIAL MEETING TO Management For For
A LATER DATE IF NECESSARY OR APPROPRIATE, INCLUDING
AN ADJOURNMENT TO PROVIDE ADDITIONAL INFORMATION
TO SHAREHOLDERS OR TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF
THE APPROVAL OF THE MERGER AGREEMENT.
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CUTTER & BUCK INC. CBUK SPECIAL MEETING DATE: 06/08/2007
ISSUER: 232217109 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 12, 2007 (THE MERGER AGREEMENT
), BY AND AMONG CUTTER & BUCK INC., NEW WAVE
GROUP AB AND NEWPORT ACQUISITION CORPORATION
AND THE TRANSACTIONS CONTEMPLATED IN THE MERGER
AGREEMENT, INCLUDING THE MERGER OF NEWPORT ACQUISITION
CORPORATION WITH AND INTO CUTTER & BUCK INC.
02 APPROVAL OF THE POSTPONEMENT OR ADJOURNMENT OF Management For For
THE SPECIAL MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL VOTES, IF NECESSARY.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 33 of 61
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KRONOS INCORPORATED KRON SPECIAL MEETING DATE: 06/08/2007
ISSUER: 501052104 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
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01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 22, 2007, BY AND AMONG KRONOS
INCORPORATED, SEAHAWK ACQUISITION CORPORATION
AND SEAHAWK MERGER SUB CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF SEAHAWK ACQUISITION CORPORATION,
AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO
TIME.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN FAVOR OF APPROVAL OF THE MERGER AGREEMENT.
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ALGOMA STEEL INC. ALGOF SPECIAL MEETING DATE: 06/11/2007
ISSUER: 01566M204 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 A RESOLUTION IN THE FORM SET FORTH IN APPENDIX Management For For
A TO THE CIRCULAR TO APPROVE AN ARRANGEMENT
UNDER SECTION 182 OF THE BUSINESS CORPORATIONS
ACT (ONTARIO) (THE OBCA ) INVOLVING THE ACQUISITION
BY 2133138 ONTARIO INC., A DIRECT WHOLLY OWNED
SUBSIDIARY OF ESSAR STEEL HOLDINGS LIMITED, OF
ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES
IN EXCHANGE FOR $56.00 IN CASH PER SHARE, AS
MORE PARTICULARLY DESCRIBED IN THE CIRCULAR.
02 THE ELECTION OF DIRECTORS. Management For For
03 THE APPOINTMENT AND REMUNERATION OF THE AUDITORS. Management For For
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EDUCATE, INC. EEEE SPECIAL MEETING DATE: 06/12/2007
ISSUER: 28138P100 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF JANUARY 28, 2007, BY AND AMONG EDGE ACQUISITION,
LLC, EDGE ACQUISITION CORPORATION AND EDUCATE,
INC.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 34 of 61
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TRIAD HOSPITALS, INC. TRI SPECIAL MEETING DATE: 06/12/2007
ISSUER: 89579K109 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 19, 2007, BY AND AMONG TRIAD
HOSPITALS, INC., COMMUNITY HEALTH SYSTEMS, INC.
AND FWCT-1 ACQUISITION CORPORATION.
02 APPROVAL OF 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 MEGER AGREEMENT.
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AGRICORE UNITED UGLNF SPECIAL MEETING DATE: 06/13/2007
ISSUER: 910535608 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
A WITH RESPECT TO AN AMENDED SPECIAL RESOLUTION Management For For
APPROVING THE CONTINUANCE.
B WITH RESPECT TO AN AMENDED SPECIAL RESOLUTION Management For For
APPROVING THE ARRANGEMENT.
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MOBIUS MANAGEMENT SYSTEMS, INC. MOBI SPECIAL MEETING DATE: 06/13/2007
ISSUER: 606925105 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 11, 2007, BY AND AMONG MOBIUS
MANAGEMENT SYSTEMS, INC., ALLEN SYSTEMS GROUP,
INC. AND ASG M&A, INC.
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CABLEVISION SYSTEMS CORPORATION CVC ANNUAL MEETING DATE: 06/14/2007
ISSUER: 12686C109 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Management For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL YEAR 2007
01 DIRECTOR Management For
GROVER C. BROWN Management For For
ZACHARY W. CARTER Management For For
CHARLES D. FERRIS Management For For
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 35 of 61
RICHARD H. HOCHMAN Management For For
VICTOR ORISTANO Management For For
THOMAS V. REIFENHEISER Management For For
JOHN R. RYAN Management For For
VINCENT TESE Management For For
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LONE STAR TECHNOLOGIES, INC. LSS SPECIAL MEETING DATE: 06/14/2007
ISSUER: 542312103 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 28, 2007, BY AND AMONG UNITED
STATES STEEL CORPORATION, WP ACQUISITION HOLDING
CORP. AND LONE STAR TECHNOLOGIES, INC.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES.
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MIDWEST AIR GROUP, INC. MEH CONTESTED ANNUAL MEETING DATE: 06/14/2007
ISSUER: 597911106 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
JOHN F. BERGSTROM Management For For
JAMES R. BORIS Management For For
FREDERICK P STRATTON JR Management For For
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PATHMARK STORES, INC. PTMK ANNUAL MEETING DATE: 06/14/2007
ISSUER: 70322A101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For
MICHAEL R. DUCKWORTH Management For For
DANIEL H. FITZGERALD Management For For
BRUCE HARTMAN Management For For
DAVID R. JESSICK Management For For
LARRY R. KATZEN Management For For
GREGORY MAYS Management For For
SARAH E. NASH Management For For
JOHN T. STANDLEY Management For For
IRA TOCHNER Management For For
JOHN J. ZILLMER Management For For
02 APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For For
REGISTERED PUBLIC ACCOUNTANTS FOR 2007.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 36 of 61
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PAXAR CORPORATION PXR ANNUAL MEETING DATE: 06/14/2007
ISSUER: 704227107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED MARCH 22, 2007, BY AND AMONG PAXAR CORPORATION,
AVERY DENNISON CORPORATION AND ALPHA ACQUISITION
CORP.
02 DIRECTOR Management For
JACK BECKER Management For For
LEO BENATAR Management For For
VICTOR HERSHAFT Management For For
DAVID E. MCKINNEY Management For For
JAMES R. PAINTER Management For For
ROGER M. WIDMANN Management For For
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VEDA ADVANTAGE LTD CRT MEETING DATE: 06/14/2007
ISSUER: Q9390K106 ISIN: AU000000VEA1
SEDOL: B06LYQ0, B1HKCG9, 6430054, 6128661
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE, PURSUANT TO AND IN ACCORDANCE WITH SECTION Management For *Management Position Unknown
411 OF THE CORPORATION ACT, THE ARRANGEMENT PROPOSED
BETWEEN VEDA ADVANTAGE LIMITED AND THE HOLDERS
OF ITS FULLY PAID ORDINARY SHARES, DESIGNATED
THE SCHEME, AS SPECIFIED, IS AGREED AND AUTHORIZE
THE BOARD OF DIRECTORS OF VEDA ADVANTAGE LIMITED
TO AGREE TO SUCH ALTERATIONS OR CONDITIONS AS
ARE THOUGHT FIT BY THE COURT AND, SUBJECT TO
APPROVAL OF THE SCHEME BY THE COURT, TO IMPLEMENT
THE SCHEME WITH ANY SUCH ALTERATIONS OR CONDITIONS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 37 of 61
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ENDESA SA, MADRID AGM MEETING DATE: 06/20/2007
ISSUER: E41222113 ISIN: ES0130670112
SEDOL: 2615424, 5271782, B0389N6, 5788806, 4315368, 5285501, B0ZNJC8
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
21 JUN 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
1. EXAMINATION AND APPROVAL, AS THE CASE MAY BE, Management For *Management Position Unknown
OF THE ANNUAL ACCOUNTS BALANCESHEET, INCOME STATEMENT
AND ANNUAL REPORT AND OF THE MANAGEMENT REPORT
OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR
THE FYE 31 DEC 2006, AS WELL AS OF THE CORPORATE
MANAGEMENT DURING SAID FY
2. APPLICATION OF FY EARNINGS AND DIVIDEND DISTRIBUTION Management For *Management Position Unknown
3. APPOINTMENT OF THE AUDITOR FOR THE COMPANY AND Management For *Management Position Unknown
ITS CONSOLIDATED GROUP
4. AUTHORIZATION FOR THE COMPANY AND ITS SUBSIDIARIES Management For *Management Position Unknown
TO BE ABLE TO ACQUIRE TREASURY STOCK IN ACCORDANCE
WITH THE PROVISIONS OF ARTICLE 75 AND ADDITIONAL
PROVISION 1 OF THE SPANISH CORPORATIONS LAW LEY
DE SOCIEDADES ANONIMAS
5. TO SET AT 10 THE NUMBER OF MEMBERS OF THE BOARD Management For *Management Position Unknown
OF DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLE 37 OF THE CORPORATE BYLAWS
6. APPOINTMENT OF A COMPANY DIRECTOR Management For *Management Position Unknown
7. APPOINTMENT OF A COMPANY DIRECTOR Management For *Management Position Unknown
8. AUTHORIZATION TO THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
EXECUTION AND IMPLEMENTATION MAY BE, 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
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting *Management Position Unknown
CONCERNING ENDESA, S.A. CAN ALSO BE VIEWED ON
THE COMPANY S WEBSITE: HTTP://WWW.ENDESA.ES/PORTAL/EN/CORPORATE_GOVERNANCE/GENERAL_SHAREHOLDERS_MEETING/DEFAULT.HTM
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INVESTORS FINANCIAL SERVICES CORP. IFIN SPECIAL MEETING DATE: 06/20/2007
ISSUER: 461915100 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
IF NECESSARY, TO SOLICIT 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.
01 TO ADOPT THE MERGER AGREEMENT, AS AMENDED, WHICH Management For For
PROVIDES FOR THE MERGER OF INVESTORS FINANCIAL
SERVICES CORP. WITH AND INTO STATE STREET CORPORATION,
ON THE TERMS SET FORTH IN THE AGREEMENT AND PLAN
OF MERGER, DATED AS OF FEBRUARY 4, 2007, BY AND
BETWEEN STATE STREET CORPORATION AND INVESTORS
FINANCIAL SERVICES CORP., AS IT MAY BE AMENDED
FROM TIME TO TIME.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 38 of 61
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BRISTOL WEST HOLDINGS, INC. BRW SPECIAL MEETING DATE: 06/21/2007
ISSUER: 11037M105 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Management For For
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, DATED MARCH 1, 2007, AMONG BRISTOL
WEST HOLDINGS, INC., FARMERS GROUP, INC. AND
BWH ACQUISITION COMPANY.
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
MARCH 1, 2007, AMONG BRISTOL WEST HOLDINGS, INC.,
FARMERS GROUP, INC. AND BWH ACQUISITION COMPANY.
------------------------------------------------------------------------------------------------------------------------------------
DOLLAR GENERAL CORPORATION DG SPECIAL MEETING DATE: 06/21/2007
ISSUER: 256669102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER Management For For
02 ADJOURNMENT AND POSTPONEMENT OF THE SPECIAL MEETING Management For For
------------------------------------------------------------------------------------------------------------------------------------
REPOWER SYSTEMS AG, HAMBURG AGM MEETING DATE: 06/21/2007
ISSUER: D6420R105 ISIN: DE0006177033
SEDOL: 7325847, B02NTW1, 7326259
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting *Management Position Unknown
MEETING IS 31 MAY 2007 , WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE -
1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL
POSITIONS REPORTED ARE IN CONCURRENCE WITH THE
GERMAN LAW. THANK YOU
1. PRESENTATION OF THE FINANCIAL STATEMENTS AND Non-Voting *Management Position Unknown
ANNUAL REPORT FOR THE 2006 FY WITH THE REPORT
OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL
STATEMENTS AND GROUP ANNUAL REPORT
2. RESOLUTION ON THE ALLOCATION OF THE PROFIT/LOSS, Management For *Management Position Unknown
THE PROFIT/LOSS SHALL BE CARRIED FORWARD
3. RATIFICATION OF THE ACTS OF THE BOARD OF MANAGING Management For *Management Position Unknown
DIRECTORS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 39 of 61
4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown
5. APPOINTMENT OF AUDITORS FOR THE 2007 FY: KPMG Management For *Management Position Unknown
DEUTSCHE TREUHAND-GESE LLSCHAFTAG, HAMBURG
6. RENEWAL OF THE AUTHORIZATION TO ACQUIRE OWN SHARES, Management For *Management Position Unknown
THE COMPANY SHALL BE AUTHORIZED TO ACQUIRE OWN
SHARES OF UP TO 10% OF THE SHARE CAPITAL, AT
PRICES NOT DEVIATING MORE THAN 5% FROM THE MARKET
PRICE OF THE SHARES, ON OR BEFORE 20 DEC 2008,
THE BOARD OF MANAGING DIRECTOR SHALL BE AUTHORIZED
TO DISPOSE OF THE SHARES IN A MANNER OTHER THAN
THE STOCK EXCHANGE OR AN OFFER TO ALL SHAREHOLDERS
IF THE SHARES ARE USED FOR ACQUISITION PURPOSES
AND TO RETIRE THE SHARES
7. RESOLUTION ON ADJUSTMENT OF THE CONTINGENT CAPITAL Management For *Management Position Unknown
I, THE ADJUSTMENT OF THE 2005 AND 2006 STOCK
OPTION PLANS, THE CREATION OF A CONTINGENT CAPITAL
III IN CONNECTION WITH THE 2007 STOCK OPTION
PLAN AND THE CORRESPONDENCE AMENDMENTS TO THE
ARTICLES OF ASSOCIATION, THE CONTINGENT CAPITAL
I SHALL BE ADJUSTED AND EQUAL EUR 69,300, THE
2005 AND 2007 STOCK OPTION PLANS SHALL BE ADJUSTED
IN RESPECT OF THEIR TERMS, THE COMPANY SHALL
BE AUTHORIZED TO ISSUE STOCK OPTIONS FOR SHARES
OF THE COMPANY ANY TO EXECUTIVES AND EMPLOYEES
OF THE COMPANY AND ITS AFFILIATES, THE COMPANY
SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY
BY UP TO EUR 235,000 THROUGH THE ISSUE OF UP
TO 235,000 NEW BEARER NO-PAR SHARES, INSOFAR
AS STOCK OPTIONS ARE EXERCISED (CONTINGENT CAPITAL
III)
------------------------------------------------------------------------------------------------------------------------------------
SANYO ELECTRIC CREDIT CO.,LTD. AGM MEETING DATE: 06/21/2007
ISSUER: J6891L102 ISIN: JP3341000002
SEDOL: 6772165, 6830814, 5858765
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE APPROPRIATION OF PROFITS Management For *Management Position Unknown
2.1 APPOINT A DIRECTOR Management For *Management Position Unknown
2.2 APPOINT A DIRECTOR Management For *Management Position Unknown
2.3 APPOINT A DIRECTOR Management For *Management Position Unknown
2.4 APPOINT A DIRECTOR Management For *Management Position Unknown
2.5 APPOINT A DIRECTOR Management For *Management Position Unknown
2.6 APPOINT A DIRECTOR Management For *Management Position Unknown
2.7 APPOINT A DIRECTOR Management For *Management Position Unknown
2.8 APPOINT A DIRECTOR Management For *Management Position Unknown
3.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
3.3 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4 APPROVE FINAL PAYMENT ASSOCIATED WITH ABOLITION Other Abstain *Management Position Unknown
OF RETIREMENT BENEFIT SYSTEMFOR DIRECTORS AND
AUDITORS
5 APPROVE PAYMENT OF BONUSES TO DIRECTORS AND CORPORATE Management For *Management Position Unknown
AUDITORS
6 APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 40 of 61
------------------------------------------------------------------------------------------------------------------------------------
WINSTON HOTELS, INC. WXH SPECIAL MEETING DATE: 06/21/2007
ISSUER: 97563A102 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT AND APPROVE THE MERGER OF WINSTON HOTELS, Management For For
INC. WITH AND INTO INLAND AMERICAN ACQUISITION
(WINSTON), LLC PURSUANT TO THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF APRIL 2, 2007, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
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 AND APPROVE
THE MERGER, THE MERGER AGREEMENT AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
EMBARCADERO TECHNOLOGIES, INC. EMBT SPECIAL MEETING DATE: 06/22/2007
ISSUER: 290787100 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF APRIL 5, 2007, BY AND AMONG EMB HOLDING
CORP., EMBT MERGER CORP. AND EMBARCADERO TECHNOLOGIES,
INC. (THE MERGER AGREEMENT ).
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Management For For
AS NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF
THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE
MEETING TO APPROVE THE ADOPTION OF THE MERGER
AGREEMENT.
------------------------------------------------------------------------------------------------------------------------------------
NETRATINGS, INC. NTRT SPECIAL MEETING DATE: 06/22/2007
ISSUER: 64116M108 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF FEBRUARY 5, 2007, BY AND AMONG NETRATINGS,
INC., NIELSEN MEDIA RESEARCH, INC. AND NTRT ACQUISITION
SUB, INC.
02 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management For For
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 41 of 61
------------------------------------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORPORATION AGM MEETING DATE: 06/22/2007
ISSUER: J51656122 ISIN: JP3670000003
SEDOL: 4576875, 6640284, B03TC41, 5485345, 6646464
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THIS ANNOUNCEMENT IS BEING PROVIDED Non-Voting *Management Position Unknown
TO INFORM YOU THAT THE TRUE AGENDA HAS BEEN RELEASED
AND IS AVAILABLE FOR YOUR REVIEW. (PLEASE REFER
TO THE ATTACHED PDF FILES.)
1.1 APPOINT A DIRECTOR Management For *Management Position Unknown
1.2 APPOINT A DIRECTOR Management For *Management Position Unknown
1.3 APPOINT A DIRECTOR Management For *Management Position Unknown
1.4 APPOINT A DIRECTOR Management For *Management Position Unknown
1.5 APPOINT A DIRECTOR Management For *Management Position Unknown
1.6 APPOINT A DIRECTOR Management For *Management Position Unknown
1.7 APPOINT A DIRECTOR Management For *Management Position Unknown
1.8 APPOINT A DIRECTOR Management For *Management Position Unknown
1.9 APPOINT A DIRECTOR Management For *Management Position Unknown
1.10 APPOINT A DIRECTOR Management For *Management Position Unknown
2. APPOINT ACCOUNTING AUDITORS Management For *Management Position Unknown
------------------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA EGM MEETING DATE: 06/22/2007
ISSUER: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: B02P109, 5466856, 5825985, 4676203, 5760365, 5817186
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT FOR EVERY 500 SHARES YOU HAVE Non-Voting *Management Position Unknown
1 VOTING RIGHT. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
Take No
1. AMEND: NO. 2 OF ARTICLE TWO, NO. 3 OF ARTICLE Management Action *Management Position Unknown
FOUR, NO. 8 OF ARTICLE NINE, ARTICLE TENTH, NO.
1 AND ADDING NO. 3 TO ARTICLE ELEVEN, AMENDING
THE HEADING AND PARAGRAPHS B) AND D) OF NO. 1
AND ADDING NO. 4 TO ARTICLE TWELVE, NOS. 2, 3
AND 6, ADDING NOS. 7 TO 9, RENUMBERING THE PREVIOUS
NOS. 7 AND 8, WHICH SHALL BECOME NOS. 10 AND
11, THE PREVIOUS NO. 9 WHICH SHALL BECOME NO.
12, RENUMBERING THE PREVIOUS NOS. 10 AND 11 WHICH
SHALL BECOME NOS. 13 AND 14, ELIMINATING THE
PREVIOUS NO. 12, RENUMBERING THE PREVIOUS NO.
13 WHICH SHALL BECOME NO. 15, PARAGRAPH B) OF
PREVIOUS NO. 14 WHICH SHALL BECOME NO. 16 AND
RENUMBERING THE PREVIOUS NOS. 15 AND 16 WHICH
SHALL BECOME NOS. 17 AND 18, ALL OF ARTICLE THIRTEEN,
NO. 2 OF ARTICLE FOURTEEN, PARAGRAPHS A) AND
B) OF NO. 1 OF ARTICLE FIFTEEN, NO. 3 AND ADDING
NO. 4 TO ARTICLE SIXTEEN, ARTICLE SEVENTEEN,
NO. 1 OF ARTICLE EIGHTEEN, ADDING NOS. 4 AND
7 TO ARTICLE TWENTY, AMENDING THE HEADING, ADDING
PARAGRAPH F) OF NO. 1, AMENDMENT THE PREVIOUS
PARAGRAPH F) OF NO. 1 WHICH SHALL BECOME PARAGRAPH
G) AND ADDING NOS. 2 AND 6 OF ARTICLE TWENTY
ONE, NO. 2 OF ARTICLE TWENTY THREE, NOS. 1 AND
2 OF ARTICLE TWENTY FOUR, AMENDING THE HEADING
OF SECTION IV TO CHAPTER III, ARTICLES TWENTY
SEVEN TO THIRTY, ADDING A NEW SECTION V TO CHAPTER
III OF THE ARTICLES OF ASSOCIATION AND ARTICLE
THIRTY ONE OF THE ARTICLES OF ASSOCIATION, AS
WELL AS RENUMBERING IN ACCORDANCE THE PARAGRAPHS,
NUMBERS AND ARTICLES OF THE ARTICLES OF ASSOCIATION
AS A CONSEQUENCE OF THE STATUTORY AMENDMENTS
RESOLVED IN THE PRESENT GENERAL MEETING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 42 of 61
Take No
2. ELECT THE MEMBERS OF THE AUDIT COMMITTEE AS WELL Management Action *Management Position Unknown
AS ITS CHAIRMAN, FOR THE 2006-2008 PERIOD
Take No
3. ELECT THE STATUTORY AUDITOR EFFECTIVE AND ALTERNATE, Management Action *Management Position Unknown
FOR THE 2006-2008 PERIOD
Take No
4. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Action *Management Position Unknown
THE SHARE CAPITAL, WITH THE CORRESPONDING AMENDMENT
TO PARAGRAPH 3 OF ARTICLE FOUR OF THE ARTICLES
OF ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA OGM MEETING DATE: 06/22/2007
ISSUER: X6769Q104 ISIN: PTPTC0AM0009 BLOCKING
SEDOL: B02P109, 5466856, 5825985, 4676203, 5760365, 5817186
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown
ID 393217 DUE TO ADDITIONAL RESOLUTION. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
Take No
1. AMEND: NO. 2 OF ARTICLE TWO, NO. 3 OF ARTICLE Management Action *Management Position Unknown
FOUR, NO. 8 OF ARTICLE NINE, ARTICLE TENTH, NO.
1 AND ADDING NO. 3 TO ARTICLE ELEVEN, AMENDING
THE HEADING AND PARAGRAPHS B) AND D) OF NO. 1
AND ADDING NO. 4 TO ARTICLE TWELVE, NOS. 2, 3
AND 6, ADDING NOS. 7 TO 9, RENUMBERING THE PREVIOUS
NOS. 7 AND 8, WHICH SHALL BECOME NOS. 10 AND
11, THE PREVIOUS NO. 9 WHICH SHALL BECOME NO.
12, RENUMBERING THE PREVIOUS NOS. 10 AND 11 WHICH
SHALL BECOME NOS. 13 AND 14, ELIMINATING THE
PREVIOUS NO. 12, RENUMBERING THE PREVIOUS NO.
13 WHICH SHALL BECOME NO. 15, PARAGRAPH B) OF
PREVIOUS NO. 14 WHICH SHALL BECOME NO. 16 AND
RENUMBERING THE PREVIOUS NOS. 15 AND 16 WHICH
SHALL BECOME NOS. 17 AND 18, ALL OF ARTICLE THIRTEEN,
NO. 2 OF ARTICLE FOURTEEN, PARAGRAPHS A) AND
B) OF NO. 1 OF ARTICLE FIFTEEN, NO. 3 AND ADDING
NO. 4 TO ARTICLE SIXTEEN, ARTICLE SEVENTEEN,
NO. 1 OF ARTICLE EIGHTEEN, ADDING NOS. 4 AND
7 TO ARTICLE TWENTY, AMENDING THE HEADING, ADDING
PARAGRAPH F) OF NO. 1, AMENDMENT THE PREVIOUS
PARAGRAPH F) OF NO. 1 WHICH SHALL BECOME PARAGRAPH
G) AND ADDING NOS. 2 AND 6 OF ARTICLE TWENTY
ONE, NO. 2 OF ARTICLE TWENTY THREE, NOS. 1 AND
2 OF ARTICLE TWENTY FOUR, AMENDING THE HEADING
OF SECTION IV TO CHAPTER III, ARTICLES TWENTY
SEVEN TO THIRTY, ADDING A NEW SECTION V TO CHAPTER
III OF THE ARTICLES OF ASSOCIATION AND ARTICLE
THIRTY ONE OF THE ARTICLES OF ASSOCIATION, AS
WELL AS RENUMBERING IN ACCORDANCE THE PARAGRAPHS,
NUMBERS AND ARTICLES OF THE ARTICLES OF ASSOCIATION
AS A CONSEQUENCE OF THE STATUTORY AMENDMENTS
RESOLVED IN THE PRESENT GENERAL MEETING
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 43 of 61
Take No
2. APPROVE TO CHANGE IN THE COMPOSITION AND ELECT Management Action *Management Position Unknown
THE NEW MEMBERS OF THE BOARD OF DIRECTORS
Take No
3. ELECT THE MEMBERS OF THE AUDIT COMMITTEE AS WELL Management Action *Management Position Unknown
AS ITS CHAIRMAN, FOR THE 2006-2008 PERIOD
Take No
4. ELECT THE STATUTORY AUDITOR EFFECTIVE AND ALTERNATE, Management Action *Management Position Unknown
FOR THE 2006-2008 PERIOD
Take No
5. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management Action *Management Position Unknown
THE SHARE CAPITAL, WITH THE CORRESPONDING AMENDMENT
TO PARAGRAPH 3 OF ARTICLE 4 OF THE ARTICLES OF
ASSOCIATION
------------------------------------------------------------------------------------------------------------------------------------
BIOVERIS CORPORATION BIOV SPECIAL MEETING DATE: 06/25/2007
ISSUER: 090676107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 4, 2007, BY AND AMONG BIOVERIS,
ROCHE HOLDING LTD AND LILI ACQUISITION CORPORATION.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OR POSTPONEMENT Management For For
OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE
THE AGREEMENT AND PLAN OF MERGER.
------------------------------------------------------------------------------------------------------------------------------------
INNKEEPERS USA TRUST KPA SPECIAL MEETING DATE: 06/26/2007
ISSUER: 4576J0104 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 APPROVE THE MERGER OF INNKEEPERS USA TRUST WITH Management For For
AND INTO GRAND PRIX ACQUISITION TRUST, A WHOLLY-OWNED
SUBSIDIARY OF GRAND PRIX HOLDINGS LLC, PURSUANT
TO THE AGREEMENT AND PLAN OF MERGER, BY AND AMONG
GRAND PRIX HOLDINGS LLC, GRAND PRIX ACQUISITION
TRUST, INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED
PARTNERSHIP AND INNKEEPERS FINANCIAL CORPORATION,
AS DESCRIBED IN THE STATEMENT.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 44 of 61
02 ANY ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL Management For For
MEETING, IF NECESSARY OR APPROPRIATE, FOR THE
PURPOSE OF SOLICITING ADDITIONAL PROXIES.
------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA AGM MEETING DATE: 06/27/2007
ISSUER: E0432C106 ISIN: ES0177040013
SEDOL: B02T9V8, 5843114, B0YLW13, 5444012, 5860652
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 JUN 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown
1. APPROVE AND ADOPT THE ANNUAL ACCOUNTS, BALANCE Management For *Management Position Unknown
SHEET, PROFIT AND LOSS ACCOUNTAND NOTES TO THE
ACCOUNT AND MANAGEMENT REPORT OF ALTADIS, SOCIEDAD
A NONIMA AND ITS CONSOLIDATED GROUP, AS WELL
AS THE PROPOSED APPLICATION OF PROFITS AND DIVIDEND
DISTRIBUTION, ALL OF THE FOREGOING WITH REFERENCE
TO THE FY 2006
2. RE-APPOINT MR. JEAN PIERRE TIROUFLET AS A DIRECTOR Management For *Management Position Unknown
3. RE-APPOINT OR APPOINT THE AUDITORS OF THE COMPANY Management For *Management Position Unknown
AND ITS CONSOLIDATED GROUP FOR THE FY 2007
4. APPROVE THE CAPITAL REDUCTION THROUGH AMORTIZATION Management For *Management Position Unknown
OF OWN SHARES, RESTATING THE ARTICLE CORRESPONDING
TO THE CORPORATE CAPITAL OF THE ARTICLES OF ASSOCIATION
5. AMEND THE ARTICLES 8, ABOUT CONVENING NOTICES, Management For *Management Position Unknown
14, ABOUT PROXY AND REPRESENTATION AND 22, ABOUT
VOTING OF PROPOSALS OF THE GENERAL MEETING REGULATIONS,
IN ORDER TO BRING THEM INTO LINE WITH THE UNIFIED
CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES
APPROVED BY THE SPANISH SECURITIES EXCHANGE COMMISSION,
COMISION NACIONAL DEL MERCADO DE VALORES, CNMV,
IN 2006
7. AUTHORIZE THE BOARD FOR THE EXECUTION, CONSTRUCTION, Management For *Management Position Unknown
RECTIFICATION AND IMPLEMENTATION OF THE RESOLUTIONS
ADOPTED BY THE GENERAL MEETING OF SHAREHOLDERS
6. GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO Management For *Management Position Unknown
CARRY OUT THE DERIVATIVE ACQUISITION OF OWN SHARES,
EITHER DIRECTLY OR VIA AFFILIATED COMPANIES,
WITHIN THE LEGAL LIMITS AND REQUIREMENTS, FOR
AN 18 MONTH PERIOD, AS WELL AS TO DISPOSE OF
THE BOUGHT BACK SHARES OR TO APPLY THEM TO THE
REMUNERATION PROGRAMS PROVIDED BY SECTION 75
OF THE SPANISH LIMITED COMPANIES ACT, LEY DE
SOCIEDADES ANONIMAS
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 45 of 61
------------------------------------------------------------------------------------------------------------------------------------
COVANSYS CORPORATION CVNS SPECIAL MEETING DATE: 06/27/2007
ISSUER: 22281W103 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 25, 2007, BY AND AMONG COMPUTER
SCIENCES CORPORATION, SURFSIDE ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF COMPUTER SCIENCES
CORPORATION, AND COVANSYS, AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME.
02 TO APPROVE A PROPOSAL TO ADJOURN THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER.
------------------------------------------------------------------------------------------------------------------------------------
LIONORE MINING INTERNATIONAL LTD. LMGGF ANNUAL MEETING DATE: 06/27/2007
ISSUER: 535913107 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 THE ELECTION AS DIRECTORS FOR THE ENSUING YEAR Management For For
OF THOSE NOMINEES PROPOSED BY MANAGEMENT AND
SET FORTH IN THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR;
02 THE RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS Management For For
AUDITORS OF THE COMPANY FOR THE ENSUING YEAR
AND AUTHORIZING THE BOARD OF DIRECTORS TO FIX
THE REMUNERATION OF THE AUDITORS.
------------------------------------------------------------------------------------------------------------------------------------
SIERRA HEALTH SERVICES, INC. SIE SPECIAL MEETING DATE: 06/27/2007
ISSUER: 826322109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF MARCH 11, 2007, BY AND AMONG UNITEDHEALTH
GROUP INCORPORATED, SAPPHIRE ACQUISITION, INC.
AND SIERRA HEALTH SERVICES, INC.
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 46 of 61
------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA OGM MEETING DATE: 06/28/2007
ISSUER: E0432C106 ISIN: ES0177040013
SEDOL: B02T9V8, 5843114, B0YLW13, 5444012, 5860652
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting *Management Position Unknown
CONCERNING ALTADIS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY S WEBSITE: HTTP://WWW.ALTADIS.COM/EN/INDEX.PHP
* PLEASE NOTE THAT THE FIRST CALL FOR THE MEETING Non-Voting *Management Position Unknown
IS 27 JUN 2007, BUT THE MEETING IS GOING TO BE
HELD ON SECOND CONVOCATION DATE I.E. 28 JUN 2007.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
1. EXAMINATION AND APPROVAL, IF APPROPRIATE, OF Management For *Management Position Unknown
THE ANNUAL ACCOUNTS BALANCE SHEET, PROFIT AND
LOSS STATEMENT AND REPORT AND MANAGEMENT REPORT,
AS WELL AS THE MANAGEMENT EFFECTED BY THE BOARD
OF DIRECTORS OF ALTADIS, S.A. AND ITS CONSOLIDATED
GROUP FOR THE 2006 FINANCIAL YEAR, AND THE PROPOSAL
FOR ALLOCATION OF PROFITS AND THE DISTRIBUTION
OF DIVIDENDS. TO APPROVE THE ANNUAL ACCOUNTS
BALANCE SHEET, PROFIT AND LOSS STATEMENT AND
REPORT AND MANAGEMENT REPORT FOR THE FINANCIAL
YEAR ENDING ON DECEMBER 31ST, 2006, FOR THE COMPANY
AND ITS CONSOLIDATED GROUP, TO APPROVE CORPORATE
MANAGEMENT AND PAYMENT TO DIRECTORS, IN ACCORDANCE
WITH EPIGRAPH 19 OF THE REPORT, AND TO RESOLVE
ON THE ALLOCATION OF PROFITS, CONSISTING OF THE
PAYMENT OF A DIVIDEND OF 1,10 EUROS PER SHARE
CHARGED TO PROFITS FOR THE YEAR 312.506 THOUSAND
EUROS. THE REMAINING AMOUNT SHALL BE ALLOCATED
TO THE VOLUNTARY RESERVES OF ALTADIS, S.A. THE
RESOLUTION OF THE BOARD OF DIRECTORS DATED FEBRUARY
21ST, 2007, FOR THE PAYMENT OF AN INTERIM DIVIDEND
OF 0.50 EUROS PER SHARE IS RATIFIED, AND A COMPLEMENTARY
DIVIDEND OF 0.60 EUROS PER SHARE, TO BE PAID
ON JULY 9, 2007, IS PROPOSED. TOTAL DIVIDEND
PAYMENTS FOR THE FINANCIAL YEAR WILL THEREFORE
BE 1,10 EUROS PER SHARE
2. RE-ELECTION OF THE DIRECTOR MR. JEAN-PIERRE TIROUFLET. Management For *Management Position Unknown
AT THE PROPOSAL OF THEBOARD OF DIRECTORS AND
SUBJECT TO A FAVORABLE REPORT FROM THE STRATEGY,
ETHICS AND GOOD GOVERNANCE COMMITTEE, THE GENERAL
MEETING OF SHAREHOLDERS HAS ADOPTED THE AGREEMENT
TO RE-ELECT THE DIRECTOR MR. JEAN PIERRE TIROUFLET
FOR A MAXIMUM STATUTORY PERIOD OF FIVE YEARS
IN ACCORDANCE WITH ARTICLE 126 OF THE CORPORATIONS
ACT AND ARTICLE 33 OF THE ARTICLES OF ASSOCIATION.
BEING PRESENT IN THE MEETING, THE RE-ELECTED
DIRECTOR EXPRESSLY ACCEPTS HIS APPOINTMENT AND
DECLARES THAT HE IS NOT INVOLVED IN CURRENT LEGAL
PROCEEDINGS THAT WOULD AFFECT HIM HOLDING THE
POST, IN ACCORDANCE WITH EXISTING REGULATIONS.
MR. TIROUFLET HAS BEEN, AND WILL CONTINUE TO
BE, AN INDEPENDENT DIRECTOR. IN ACCORDANCE WITH
THE PROVISIONS IN ARTICLE 146 OF THE BUSINESS
REGISTER REGULATIONS, IT IS EXPRESSLY STATED
THAT, HAVING BEEN RE-ELECTED AS DIRECTOR, HE
WILL CONTINUE TO FULFIL THE DUTIES HE WAS PERFORMING
BEFOREHAND ON THE BOARD OF DIRECTORS AND ITS
COMMITTEES
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3. APPOINTMENT OR REAPPOINTMENT OF THE ACCOUNTS Management For *Management Position Unknown
AUDITOR FOR ALTADIS, S.A. AND ITS CONSOLIDATED
GROUP FOR THE 2007 FINANCIAL YEAR. IT IS PROPOSED
TO REAPPOINT THE COMPANY DELOITTE, S.L. AS
ACCOUNTS AUDITOR FOR THE COMPANY AND ITS CONSOLIDATED
GROUP TO UNDERTAKE THE AUDIT WORK FOR THE 2007
FINANCIAL YEAR, EMPOWERING THE BOARD OF DIRECTORS,
WHICH TO THIS EFFECT MAY DELEGATE TO THE AUDIT
AND CONTROL COMMITTEE, TO ENTER INTO THE RELEVANT
SERVICE PROVISION AGREEMENT, BASED ON PAYMENT
FOR THE PREVIOUS FINANCIAL YEAR, WITH THE CLAUSES
AND CONDITIONS IT DEEMS APPROPRIATE, AS WELL
AS TO MAKE THE MODIFICATIONS IN SUCH AGREEMENT
AS MAY BE RELEVANT PURSUANT TO THE LEGISLATION
IN EFFECT AT EACH MOMENT
4. REDUCTION OF COMPANY SHARE CAPITAL THROUGH THE Management For *Management Position Unknown
REDEMPTION OF OWN SHARES, THUSAMENDING THE WORDING
OF THE ARTICLE OF THE COMPANY BY-LAWS WHICH REFERS
TO SHARE CAPITAL. TO REDUCE COMPANY SHARE CAPITAL
BY 368,457 EUROS, THROUGH THE REDEMPTION OF 3,684,570
SHARES OF TREASURY STOCK, PREVIOUSLY ACQUIRED
PURSUANT TO AUTHORIZATION FROM THE GENERAL SHAREHOLDERS
MEETING, WITHIN THE LIMITS ESTABLISHED IN ARTICLES
75 AND SUBSEQUENT AND IN ADDITIONAL PROVISION
1, SECTION 2 OF THE PUBLIC LIMITED-LIABILITY
COMPANIES ACT. THUS, THE REFERENCE TO THE SHARE
CAPITAL FIGURE SET OUT IN ARTICLE 5 OF THE COMPANY
BYLAWS WILL BE AMENDED TO READ AS FOLLOWS: ARTICLE
5. - SHARE CAPITAL SHARE CAPITAL IS 25,243,685
EUROS AND 60 CENTS, REPRESENTED BY 252,436,856
SHARES OF 0.10 EURO NOMINAL VALUE EACH, ALL OF
THE SAME TYPE, NUMBERED FROM 1 TO 252,436,856
INCLUSIVE, FULLY SUBSCRIBED AND PAID UP. THE
AFOREMENTIONED REDUCTION SHALL BE EXECUTED WITHIN
A PERIOD OF SIX MONTHS FROM THE DATE OF THE PRESENT
RESOLUTION. THE SHARE CAPITAL REDUCTION SHALL
BE CHARGED TO RESERVES, CANCELLING THE UNAVAILABLE
RESERVE ENVISAGED IN ARTICLE 79.3 OF THE PUBLIC
LIMITED-LIABILITY COMPANIES ACT. SUCH REDUCTION
SHALL NOT INVOLVE THE REIMBURSEMENT OF CASH CONTRIBUTIONS,
GIVEN THAT THE COMPANY ITSELF IS HOLDER OF THE
REDEEMED SHARES. THEREFORE, THE PURPOSE OF THE
SAID REDUCTION SHALL BE TO AMORTIZE THE COMPANY
S OWN SHARES. IT IS PROPOSED THAT THE BOARD OF
DIRECTORS BE COMMISSIONED TO UNDERTAKE THE ADMINISTRATIVE
STEPS AND PROCESSES LEGALLY NECESSARY TO COMPLETE
AND, IF APPROPRIATE, CORRECT THE RESOLUTION ADOPTED,
AND SPECIFICALLY TO: REQUEST EXCLUSION FROM QUOTATION
OF THE AMORTIZED STOCK, DRAW UP AND, IF NECESSARY,
PUBLISH ANNOUNCEMENTS ESTABLISHED IN ARTICLE
165 OF THE PUBLIC LIMITED-LIABILITY COMPANIES
ACT; IN THE EVENT OF EXERCISE OF THE RIGHT TO
CHALLENGE BY CREDITOR HOLDERS OF THE SAME, IF
THE CASE MAY BE, TO COMPLY WITH THE REQUIREMENTS
SET OUT IN ARTICLE 166, SECTION 3, OF THE AFOREMENTIONED
ACT, AND IN GENERAL, TO ADOPT ANY RESOLUTIONS
THAT MAY BE NECESSARY AND UNDERTAKE THE ACTS
REQUIRED TO EFFECT THE SHARE CAPITAL REDUCTION
AND AMORTIZATION OF THE SHARES, WITH THE EXPRESS
POWER TO CORRECT OR SUPPLEMENT THE ABOVE RESOLUTIONS
IN THE LIGHT OF COMMENTS OR QUALIFICATIONS FROM
THE MERCANTILE REGISTRAR, GRANTING THE RELEVANT
PUBLIC DEEDS AND APPOINTING THE PERSON OR PERSONS
WHO SHALL ACT IN THE FORMALIZATION OF THE SAME.
LIKEWISE, IT IS PROPOSED THAT THE POWERS NECESSARY
TO FORMALIZE THE PRESENT RESOLUTION BE DELEGATED
TO THE CHAIRMAN OF THE BOARD OF DIRECTORS AND
THE SECRETARY TO THE BOARD INDISTINCTLY, ENABLING
THEM TO EFFECT ALL PUBLIC AND PRIVATE DOCUMENTS
TO THIS EFFECT, AND TO SUPPLEMENT OR CORRECT
THE PRESENT RESOLUTION, AND TO PROCEED TO REGISTER
THE SAME WITH THE CORRESPONDING MERCANTILE REGISTRY
AND ALL OTHER ENTITIES WHERE REQUIRED. REPORT
FROM THE BOARD OF DIRECTORS OF ALTADIS, S.A.
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IN RELATION TO THE PROPOSAL TO REDUCE THE SHARE
CAPITAL BY REDEMPTION OF TREASURY STOCK, REDRAFTING
THE ARTICLE OF THE COMPANY ARTICLES OF ASSOCIATION
RELATING TO THE SHARE CAPITAL. ARTICLE 164 OF
THE PUBLIC LIMITED COMPANIES ACT ESTABLISHES
THAT THE SHARE CAPITAL REDUCTION MUST BE AGREED
BY THE GENERAL MEETING WITH THE REQUIREMENTS
OF THE MODIFICATIONS OF THE ARTICLES OF ASSOCIATION;
ON THE OTHER HAND ARTICLE 144 OF THE SAME LAW
MENTIONS, AMONGST OTHER REQUIREMENTS FOR THE
VALID ADOPTION OF THE AGREEMENT TO MODIFY THE
ARTICLES OF ASSOCIATION, THAT THE DIRECTORS FORMULATE
A WRITTEN REPORT JUSTIFYING THE MODIFICATION
PROPOSAL. THE SAID REPORT, TOGETHER WITH THE
FULL TEXT OF THE PROPOSAL MODIFICATION, MUST
BE MADE AVAILABLE TO THE SHAREHOLDERS AS SET
OUT IN THE SAID ARTICLE. THIS REPORT IS PREPARED
IN ORDER TO COMPLY WITH THE AFOREMENTIONED LEGAL
REQUIREMENT. A. JUSTIFICATION FOR THE PROPOSAL
THE BOARD OF DIRECTORS CONSIDERS THAT IT IS APPROPRIATE
TO REDUCE THE SHARE CAPITAL BY THE AMOUNT THAT
CORRESPONDS TO THE NOMINAL VALUE OF CERTAIN SHARES
IN THE TREASURY STOCK, BY THEIR REDEMPTION, IN
ORDER TO ADAPT TO THE REAL STRUCTURE OF THE COMPANY
S SHARE CAPITAL, CONCENTRATE THE CAPITAL IN THE
EXTERNAL SHAREHOLDERS AND INCREASE THE PROFIT
PER COMPANY SHARE. ON THE BASIS OF THE ABOVE
PREMISE, IT IS PROPOSED TO THE GENERAL MEETING
OF SHAREHOLDERS TO REDUCE THE SHARE CAPITAL BY
368,457 EUROS BY REDEEMING 3,684,570 OWNED SHARES
IN THE TREASURY STOCK WHICH CORRESPONDS TO APPROXIMATELY
1,43% OF THE COMPANY S CURRENT SHARE CAPITAL.
B. AGREEMENT PROPOSAL TO REDUCE THE SHARE CAPITAL
BY REDEMPTION OF TREASURY STOCK, REDRAFTING THE
ARTICLE OF THE COMPANY ARTICLES OF ASSOCIATION
RELATING TO THE SHARE CAPITAL THE AGREEMENT THAT
THE BOARD OF DIRECTORS PROPOSES FOR THE APPROVAL
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
IN RELATION TO THIS ISSUES IS AS FOLLOWS: REDUCE
THE COMPANY S SHARE CAPITAL BY THE AMOUNT OF
368,457 EUROS, BY REDEEMING THE 3,684,570 OWNED
SHARES IN THE TREASURY STOCK, WHICH WERE PREVIOUSLY
ACQUIRED ON THE BASIS OF THE AUTHORIZATION AT
THE TIME BY THE GENERAL MEETING OF SHAREHOLDERS,
WITHIN THE LIMITS SET OUT IN ARTICLES 75 AND
BELOW AND IN THE 1ST ADDITIONAL REGULATION, SECTION
2, OF THE PUBLIC LIMITED COMPANIES ACT. AS A
RESULT, ARTICLE 5 OF THE COMPANY ARTICLES OF
ASSOCIATION IS MODIFIED IN RELATION TO THE AMOUNT
OF THE SHARE CAPITAL, WHICH SHALL BE DRAFTED
AS FOLLOWS: ARTICLE 5. - SHARE CAPITAL: SHARE
CAPITAL IS 25,243,685 EUROS AND 60 CENTS, REPRESENTED
BY 252,436,856 SHARES OF 0.10 EURO NOMINAL VALUE
EACH, ALL OF THE SAME TYPE, NUMBERED FROM 1 TO
252,436,856 INCLUSIVE, FULLY SUBSCRIBED AND PAID
UP. THE REDUCTION WILL BE EXECUTED IN A MAXIMUM
PERIOD OF SIX MONTHS FROM THE DATE OF THIS AGREEMENT.
THE CAPITAL REDUCTION IS DONE CHARGED TO THE
RESERVES, CANCELLING THE UNAVAILABLE RESERVE
REFERRED TO IN ARTICLE 79.3 OF THE PUBLIC LIMITED
COMPANIES ACT. THE REDUCTION WILL NOT INVOLVE
THE REFUND OF INVESTMENTS AS IT IS THE COMPANY
ITSELF THAT OWNS THE REDEEMED SHARES. AS SUCH,
THE PURPOSE OF THE REDUCTION SHALL BE TO REDEEM
THE TREASURY STOCK. IT IS PROPOSED TO DELEGATE
TO THE BOARD OF DIRECTORS THE PERFORMANCE OF
ALL STEPS AND ACTIONS THAT ARE NECESSARY IN ACCORDANCE
WITH THE ACT IN ORDER TO COMPLETE AND IF APPROPRIATE
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CORRECT THAT ADOPTED HEREIN AND, IN PARTICULAR,
SO THAT IT CAN: REQUEST THE QUOTING OF THE REDEEMED
SHARES, IN THE MANNER ESTABLISHED BY THE APPLICABLE
REGULATIONS; DRAFT AND PUBLISH, IF APPLICABLE,
THE ANNOUNCEMENTS REFERRED TO IN ARTICLE 165
OF THE PUBLIC LIMITED COMPANIES ACT; IN THE CASE
OF THE EXERCISE OF THE RIGHT TO OPPOSE BY ANY
OF THE CREDITORS HOLDING THE SAME, IF APPLICABLE,
TO COMPLY WITH THE REQUIREMENTS ESTABLISHED IN
ARTICLE 166, SECTION 3, OF THE SAID ACT, AND
IN GENERAL, ADOPT AS MANY AGREEMENTS AS NECESSARY
AND DO ALL ACTS THAT ARE NECESSARY FOR THE REDUCTION
OF THE CAPITAL AND SHARE REDEMPTION, WITH THE
EXPRESS AUTHORIZATION TO CORRECT AND COMPLEMENT
THE ABOVE AGREEMENTS IN LIGHT OF THE VERBAL OR
WRITTEN CLASSIFICATION FROM THE TRADE REGISTRAR,
GRANTING THE CORRESPONDING PUBLIC DEED(S), AND
APPOINTING THE PERSON WHO WILL ACT IN THEIR FORMALIZATION.
IT IS ALSO PROPOSED TO DELEGATE TO BOTH THE CHAIRMAN
AND TO THE SECRETARY OF THE BOARD OF DIRECTORS
THE POWERS NECESSARY IN ORDER TO FORMALIZE THIS
AGREEMENT, BEING ABLE FOR SUCH PURPOSE TO GRANT
ALL KINDS OF PUBLIC OR PRIVATE DOCUMENTS, EVEN
THOSE TO COMPLETE OR CORRECT THIS AGREEMENT,
AND TO PROCEED TO ENTER IT IN THE CORRESPONDING
TRADE REGISTRY AND IN THE OTHER ENTITIES AS APPROPRIATE
5. PARTIAL ALTERATION OF ARTICLES 8 (OFFICIAL CALL), Management For *Management Position Unknown
14 (DELEGATION AND REPRESENTATION) AND 22 (VOTING
ON PROPOSED RESOLUTIONS) OF THE REGULATIONS OF
THE GENERAL MEETING FOR THEIR ADAPTATION TO THE
UNIFIED CODE OF GOOD GOVERNANCE OF LISTED COMPANIES
APPROVED BY THE CNMV (SPANISH NATIONAL SECURITIES
MARKET COMMISSION) IN 2006. ALTERATION OF THE
FOLLOWING ARTICLES OF THE REGULATIONS OF THE
ALTADIS, S.A. GENERAL MEETING HAS BEEN PROPOSED
FOR THEIR ADAPTATION TO THE NEW UNIFIED CODE
OF GOOD GOVERNANCE OF LISTED COMPANIES APPROVED
BY THE COMMISSION NACIONAL DEL MERCADO DE VALORES
IN 2006: ARTICLE 8 OFFICIAL CALL, WHICH HAS THE
NEW SECTION 8.3 ADDED; ARTICLE 14 (DELEGATION
AND REPRESENTATION), WHICH HAS THE NEW SECTION
14.5 ADDED; AND ARTICLE 22 VOTING ON PROPOSED
RESOLUTIONS, WHICH HAS ADDED A NEW PARAGRAPH
TO SECTION 22.2. THE REST OF THE SECTIONS OF
EACH OF THE ARTICLES REMAIN UNALTERED. ALTERATION
OF THE ARTICLES STATED IS PREVIOUSLY AGREED THROUGH
A WRITTEN REPORT FROM THE DIRECTORS, EXPLAINING
THEIR ALTERATION, AND AFTER THE PROPOSAL OF THE
STRATEGY, ETHICS AND GOOD GOVERNANCE COMMITTEE.
ALTERED ARTICLES WILL BE WORDED LITERALLY ALTERATIONS
ARE UNDERLINED: ARTICLE 8. OFFICIAL CALL 8.1.
THE GENERAL SHAREHOLDERS MEETINGS, WHETHER ORDINARY
OR EXTRAORDINARY, SHALL BE CALLED BY THE BOARD
OF DIRECTORS. 8.2. THE BOARD OF DIRECTORS MAY
CALL THE GENERAL SHAREHOLDERS MEETING WHENEVER
IT DEEMS APPROPRIATE OR NECESSARY FOR THE COMPANY
S INTERESTS, BUT IS OBLIGED, NONETHELESS, TO
CALL THE ORDINARY GENERAL SHAREHOLDERS MEETING
WITHIN THE FIRST SIX MONTHS OF EACH FISCAL YEAR
AND TO CALL THE EXTRAORDINARY GENERAL SHAREHOLDERS
MEETING WHEN SO REQUESTED IN WRITING BY SHAREHOLDERS
HOLDING A MINIMUM OF FIVE PERCENT OF THE COMPANY
SHARE CAPITAL. SUCH REQUEST SHALL INCLUDE THE
MATTERS TO BE DELIBERATED AT THE MEETING TO BE
CALLED. IN THIS CASE, THE GENERAL SHAREHOLDERS
MEETING SHALL BE HELD WITHIN THE THIRTY DAYS
FOLLOWING THE DATE ON WHICH NOTIFICATION BY NOTARY
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OF THE CALL IS RECEIVED, INCLUDING NECESSARILY
THE PROPOSED AGENDA, OR THE MATTERS THAT GAVE
RISE TO SUCH REQUEST. 8.3.THOSE MATTERS WHICH
ARE SIGNIFICANTLY INDEPENDENT, SUCH AS THE APPOINTMENT,
RE-ELECTION OR RATIFICATION OF EACH BOARD MEMBER
OR, IN THE CASE OF AMENDMENT OF THE COMPANY BY-LAWS,
EACH ARTICLE OR GROUP OF INDEPENDENT ARTICLES,
SHALL BE INCLUDED SEPARATELY ON THE AGENDA AND
VOTED ON INDIVIDUALLY. ARTICLE 14. DELEGATION
AND REPRESENTATION 14.1 ALL SHAREHOLDERS SHALL
BE ENTITLED TO BE REPRESENTED AT THE GENERAL
SHAREHOLDERS MEETING BY ANOTHER SHAREHOLDER WITH
THE RIGHT TO ATTEND. SUCH REPRESENTATION SHALL
BE SPECIFIC FOR EACH MEETING, EXPRESSED THROUGH
THE DELEGATION FORM PRINTED ON THE ATTENDANCE
CARD OR THROUGH ANY OTHER MEANS ACCEPTED BY LAW,
WITHOUT PREJUDICE TO THE PROVISIONS OF ARTICLE
108 OF THE JOINT STOCK COMPANIES ACT WITH RESPECT
TO FAMILY REPRESENTATION AND THE CONFERRING OF
GENERAL POWERS. SUCH DOCUMENTS OF DELEGATION
OR REPRESENTATION FOR THE GENERAL SHAREHOLDERS
MEETING SHALL REFLECT THE RELEVANT INSTRUCTIONS
WITH REGARDS TO THE VOTE TO BE ISSUED. SHOULD
NO EXPRESS INSTRUCTIONS BE GIVEN, IT SHALL BE
UNDERSTOOD THAT THE REPRESENTATIVE SHALL VOTE
IN FAVOUR OF THE PROPOSALS SUBMITTED BY THE BOARD
OF DIRECTORS WITH RESPECT TO THE MATTERS INCLUDED
ON THE AGENDA. SHOULD NO INSTRUCTIONS HAVE BEEN
ISSUED BECAUSE THE GENERAL SHAREHOLDERS MEETING
RESOLVES MATTERS THAT ARE NOT INCLUDED ON THE
AGENDA AND ARE THEREFORE UNKNOWN AT THE DATE
OF DELEGATION, AND SHOULD SUCH MATTERS BE PUT
TO A VOTE, THE REPRESENTATIVE SHALL VOTE AS HE/SHE
DEEMS APPROPRIATE, TAKING INTO ACCOUNT THE INTERESTS
OF THE COMPANY AND THE REPRESENTED PARTY. THE
SAME PRINCIPLE SHALL APPLY WHEN THE RELEVANT
PROPOSAL OR PROPOSALS SUBMITTED FOR DECISION
BY THE MEETING HAVE NOT BEEN PRESENTED BY THE
BOARD OF DIRECTORS. IN THE EVENT THE REPRESENTATION
OR DELEGATION DOCUMENT DOES NOT INDICATE THE
SPECIFIC INDIVIDUAL TO WHOM THE SHAREHOLDER CONFERS
REPRESENTATION, SUCH REPRESENTATION SHALL BE
CONSIDERED TO HAVE BEEN GRANTED IN FAVOUR OF
THE CHAIRMAN OF THE COMPANY BOARD OF DIRECTORS
OR WHOMEVER SUBSTITUTES THE CHAIRMAN IN PRESIDING
THE GENERAL SHAREHOLDERS MEETING. IN THE CASES
OF PUBLIC REQUESTS FOR REPRESENTATION, IN CASES
OF CONFLICT OF INTEREST THE ADMINISTRATOR TO
WHOM SUCH REPRESENTATION IS GRANTED SHALL BE
LIMITED BY THE RESTRICTIONS ON THE EXERCISE OF
VOTING RIGHTS ESTABLISHED IN ARTICLE 114 OF THE
SECURITIES MARKET ACT. IN THESE CASES, THE ADMINISTRATOR
TO WHOM SUCH REPRESENTATION WERE GRANTED MAY
APPOINT ANOTHER ADMINISTRATOR OR A THIRD PARTY
IN WHICH NO CONFLICT OF INTEREST OCURR TO THE
EFFECT THAT SUCH PERSONS EXERCISE LAWFULLY THE
AFORESAID REPRESENTATION. THE APPOINTMENT, UNLESS
ANYTHING IS EXPRESSED TO THE CONTRARY, SHALL
EXTEND TO THOSE MATTERS THAT EVEN IF NOT INDICATED
IN THE AGENDA OF CALL MAY BE, BY MINISTRY OF
LAW, RESOLVED BY THE GENERAL MEETING OF SHAREHOLDERS;
IN THESE CASES SHALL ALSO APPLY THE AFOREMENTIONED
DISPOSITIONS REGARDING THE CONFLICT OF INTEREST.
REPRESENTATION IS ALWAYS REVOCABLE. PERSONAL
ATTENDANCE BY THE REPRESENTED PARTY AT THE GENERAL
SHAREHOLDERS MEETING SHALL BE CONSIDERED AS REVOCATION
OF SUCH REPRESENTATION. 14.2. INDIVIDUAL SHAREHOLDERS
WHO ARE NOT FULLY ABLE TO ACT AND LEGAL ENTITY
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SHAREHOLDERS SHALL BE REPRESENTED BY THOSE EXERCISING
THEIR REPRESENTATION IN ACCORDANCE WITH THE LAW,
WITH DUE ACCREDITATION. 14.3. IN THE CASES OF
BOTH VOLUNTARY REPRESENTATION AND LEGAL REPRESENTATION,
SHAREHOLDERS ARE ENTITLED TO ONLY ONE REPRESENTATIVE
AT THE MEETING. 14.4. THE CHAIRMAN OF THE GENERAL
SHAREHOLDERS MEETING OR, IF SO DELEGATED, THE
SECRETARY OF THE SAME, SHALL RESOLVE ALL DOUBTS
WHICH MAY ARISE WITH RESPECT TO THE VALIDITY
AND EFFECTIVENESS OF THE DOCUMENTS GRANTING THE
RIGHT TO ATTEND PRESENTED BY ALL SHAREHOLDERS,
WHETHER INDIVIDUALLY OR GROUPING THEIR SHARES
WITH OTHER SHAREHOLDERS, AS WELL AS THE DELEGATION
OR REPRESENTATION IN FAVOUR OF ANOTHER PARTY,
ENDEAVOURING TO CONSIDER INVALID OR INEFFECTIVE
ONLY THOSE DOCUMENTS THAT DO NOT MEET THE MINIMUM
ESSENTIAL REQUIREMENTS, AND PROVIDED THAT SUCH
NON-FULFILMENT HAS NOT BEEN REMEDIED. 14.5. IN
PARTICULAR, FINANCIAL INTERMEDIARIES, WHO HAVE
BEEN DULY ACCREDITED TO THE COMPANY, AND WHO
ARE LEGITIMIZED AS SHAREHOLDERS IN ORDER TO ACT
ON BEHALF OF DIFFERENT CLIENTS, SHALL BE PERMITTED
TO EXERCISE SPLIT VOTES, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THEIR CLIENTS. ARTICLE 22. VOTING
ON PROPOSED RESOLUTIONS. 22.1. AFTER THE SHAREHOLDERS
INTERVENTIONS AND WHEN THE REQUESTED RESPONSES
HAVE BEEN DULY PROVIDED, VOTING SHALL TAKE PLACE
ON THE RELEVANT PROPOSED RESOLUTIONS IN ACCORDANCE
WITH THE PROVISIONS OF THE PRESENT REGULATIONS.
VOTING ON EACH OF THE PROPOSED RESOLUTIONS SHALL
OCCUR FOLLOWING THE AGENDA INDICATED ON THE CALL.
SHOULD PROPOSALS NOT INCLUDED ON THE AGENDA BE
SUBMITTED FOR A VOTE, SUCH PROPOSALS SHALL BE
PUT TO VOTE AFTER THE PROPOSALS ON THE AGENDA,
UNLESS OTHERWISE INDICATED BY THE CHAIRMAN. 22.2.
AFTER A COMPLETE OR SUMMARISED READING BY THE
SECRETARY, A PROCEDURE WHICH MAY BE OMITTED WHEN
THE TEXT OF THE RELEVANT PROPOSED RESOLUTION
REGARDING THE MATTER ON THE AGENDA HAS BEEN FURNISHED
TO THE SHAREHOLDERS AT THE OPENING OF THE MEETING,
THE FIRST RESOLUTIONS PUT TO VOTE SHALL BE THOSE
PROPOSED BY THE BOARD OF DIRECTORS AND, IN THE
ABSENCE OF SUCH PROPOSALS, PROPOSALS SUBMITTED
BY OTHER BODIES WILL BE SUBMITTED TO A VOTE,
IN THE ORDER DETERMINED TO THIS EFFECT BY THE
CHAIRMAN. CONTD..
* CONTD.. WHEN A RESOLUTION HAS BEEN APPROVE RELATED Non-Voting *Management Position Unknown
TO AND INCOMPATIBLE WITH THE SAME SHALL AUTOMATICALLY
BE REJECTED WITHOUT THEIR SUBMISSION TO A VOTE,
AND SHALL BE SO DECLARED BY THE CHAIRMAN OF THE
MEETING. THOSE MATTERS WHICH ARE SIGNIFICANTLY
INDEPENDENT, SUCH AS THE APPOINTMENT, RE-ELECTION
OR RATIFICATION OF EACH BOARD MEMBER OR, IN THE
CASE OF AMENDMENT OF THE COMPANY BY-LAWS, EACH
ARTICLE OR GROUP OF INDEPENDENT ARTICLES, SHALL
BE VOTED ON SEPARATELY. 22.3. VOTING ON THE PROPOSED
RESOLUTIONS SHALL BE DETERMINED ACCORDING TO
THE FOLLOWING SYSTEM: WHEN VOTING ON RESOLUTIONS
RELATED TO MATTERS INCLUDED IN THE AGENDA OF
THE GENERAL SHAREHOLDERS MEETING, FAVOURABLE
VOTES SHALL BE CONSIDERED TO BE THOSE CORRESPONDING
TO ALL THE SHARES PRESENT OR REPRESENTED AT THE
MEETING ACCORDING TO THE ATTENDANCE LIST, EXCEPT
FOR THOSE VOTES CORRESPONDING TO THE SHARES WHOSE
OWNERS OR REPRESENTATIVES MAKE THEIR UNFAVOURABLE
VOTE, BLANK VOTE OR ABSTENTION KNOWN TO THE REPORTING
OFFICERS AND OTHER MEMBERS OF THE PANEL OR, IF
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THE CASE MAY BE, TO THE NOTARY PRESENT, EITHER
IN WRITING OR BY PERSONAL STATEMENT. WHEN VOTING
ON RESOLUTIONS RELATED TO MATTERS NOT INCLUDED
IN THE AGENDA OF THE GENERAL SHAREHOLDERS MEETING,
UNFAVOURABLE VOTES SHALL BE CONSIDERED ALL THOSE
CORRESPONDING TO ALL THE SHARES PRESENT OR REPRESENTED
AT THE MEETING ACCORDING TO THE ATTENDANCE LIST,
EXCEPT FOR THOSE VOTES CORRESPONDING TO THE SHARES
WHOSE OWNERS OR REPRESENTATIVES MAKE THEIR FAVOURABLE
VOTE, BLANK VOTE OR ABSTENTION KNOWN TO THE REPORTING
OFFICERS AND OTHER MEMBERS OF THE PANEL OR, IF
THE CASE MAY BE, TO THE NOTARY PRESENT, EITHER
IN WRITING OR BY PERSONAL STATEMENT. TO THE EFFECTS
OF THE PROVISIONS SET OUT IN PARAGRAPHS A) AND
B) ABOVE, FOR EACH OF THE PROPOSALS SUBMITTED
TO A VOTE, THE SHARES PRESENT OR REPRESENTED
AT THE MEETING SHALL BE CONSIDERED THOSE THAT
APPEAR ON THE ATTENDANCE LIST AFTER DEDUCTING
THOSE SHARES THAT, AS STIPULATED BY THE LEGISLATION
IN EFFECT AND IN FUNCTION OF THE PROPOSED RESOLUTION
TO BE SUBMITTED TO A VOTE, CANNOT EXERCISE THE
RELEVANT RIGHT TO VOTE. 22.4. WHATEVER THE SYSTEM
USED TO DETERMINE THE VOTE, THE GENERAL SHAREHOLDERS
MEETING PANEL OR, IN THE EVENT SUCH PANEL HAS
NOT BEEN CONSTITUTED, THE SECRETARY OF THE MEETING
SHALL VERIFY THE EXISTENCE OF A SUFFICIENT NUMBER
OF FAVOURABLE VOTES TO REACH THE NECESSARY MAJORITY
IN EACH CASE, THEREBY ALLOWING THE CHAIRMAN TO
DECLARE THE CORRESPONDING RESOLUTION APPROVED;
REPORT FROM THE BOARD OF DIRECTORS OF ALTADIS,
S.A. IN RELATION TO THE PROPOSAL TO THE GENERAL
MEETING OF SHAREHOLDERS TO PARTIALLY MODIFY ARTICLES
8 (OFFICIAL CALL), 14 (DELEGATION AND REPRESENTATION)
AND 22 (VOTING ON PROPOSED RESOLUTIONS) OF THE
REGULATIONS OF THE GENERAL MEETING, IN ORDER
TO ADAPT THEM TO THE UNIFIED CODE OF GOOD GOVERNANCE
FOR LISTED COMPANIES APPROVED BY THE NATIONAL
STOCK MARKET COMMISSION IN 2006 1. PURPOSE OF
THE REPORT IN COMPLIANCE WITH THAT STATED IN
ARTICLE 3 OF THE REGULATIONS OF THE GENERAL MEETING,
THE BOARD OF DIRECTORS OF ALTADIS, S.A. (HEREINAFTER
THE COMPANY ) FORMULATES THIS REPORT TO JUSTIFY
THE PROPOSAL TO MODIFY THE ARTICLES OF THE REGULATIONS
OF THE GENERAL MEETING OF SHAREHOLDERS WHICH
IS SUBMITTED TO THE APPROVAL OF THE GENERAL MEETING.
2. GENERAL JUSTIFICATION FOR THE PROPOSAL ALL
OF THE MODIFICATIONS THAT ARE SUBMITTED FOR THE
APPROVAL OF THE MEETING ARE AIMED AT ADAPTING
THE REGULATIONS OF THE GENERAL MEETING OF SHAREHOLDERS
TO THE UNIFIED CODE FOR GOOD GOVERNANCE PUBLISHED
BY THE NATIONAL STOCK MARKET COMMISSION AS APPENDIX
I TO THE REPORT FROM THE SPECIAL WORKING GROUP
IN GOOD GOVERNANCE FOR LISTED COMPANIES OF 19TH
MAY 2006 AND APPROVED BY AGREEMENT OF THE BOARD
OF THE NATIONAL STOCK MARKET COMMISSION ON 22ND
MAY 2006. 3. DETAILED JUSTIFICATION FOR THE PROPOSAL
THE MODIFICATIONS THAT ARE PROPOSED TO ARTICLES
8 AND 22 OF THE REGULATIONS OF THE MEETING HAVE
THE SAME OBJECTIVE, WHICH IS THAT IN THE SETTING
OF THE AGENDA AND IN THE VOTING ON THE AGREEMENT
PROPOSALS, SUBSTANTIALLY INDEPENDENT ISSUES SHALL
BE INCLUDED SEPARATELY AND VOTED INDEPENDENTLY,
LIKE THE APPOINTMENT, RE-ELECTION OR RATIFICATION
OF EACH DIRECTOR OR, IN THE CASE OF MODIFICATION
OF THE ARTICLES OF ASSOCIATION, EACH ARTICLES
OF GROUP OF ARTICLES INDEPENDENTLY. THE AIM IS
THAT THE SHAREHOLDERS KNOW, ASSESS AND VOTE SEPARATELY,
WITHOUT BEING PUT IN CLOSED LISTS , IN PARTICULAR
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THE APPOINTMENT OF DIRECTORS AND THE MODIFICATION
OF THE ARTICLES OF ASSOCIATION, WHERE IT SEEMS
APPROPRIATE THAT DECISIONS CAN BE MADE INDIVIDUALLY
ON EACH DIRECTORS AND OPENLY ON THE VARIOUS ARTICLES
OF ASSOCIATION SUBMITTED FOR THEIR CONSIDERATION.
AS REGARDS FINANCIAL INTERMEDIARIES EXERCISING
THEIR VOTING RIGHTS (ARTICLE 14 OF THE REGULATIONS
OF THE BOARD) AND THE POSSIBILITY OF THEM DOING
SO IN A FRAGMENTED MANNER, ACCORDING TO THE INSTRUCTIONS
FROM THEIR CLIENTS, THE REASON FOR THE PROPOSAL
LIES IN THE FACT THAT MOST OF THE FOREIGN SHAREHOLDERS
INVEST IN THE SPANISH MARKET THROUGH A CHAIN
OF BROKERS WHO ACT AS BENEFICIAL OWNERS ON BEHALF
OF THE INVESTOR. IF THE VOTING RIGHT OF THE ULTIMATE
OWNER IS TO BE RESPECTED IT MUST BE ALLOWED THAT
THE FINANCIAL INTERMEDIARIES WHO ACT AS TRUSTEES
CAN VOTE IN ACCORDANCE WITH THE INSTRUCTIONS
FROM EACH OF THEIR CLIENTS; THIS WOULD OFTEN
INVOLVE THE SAME BENEFICIAL OWNER ISSUING DIFFERENT
VOTES. THIS IS A POSSIBILITY WHICH IS IN PRACTICE
ALREADY ACCEPTED ALTHOUGH NOT EXPRESSLY COVERED
EITHER IN THE ACT OR IN THE CORPORATE GOVERNANCE
RULES, UNTIL ITS INCORPORATION IN THE RECOMMENDATIONS
OF THE UNIFIED CODE. 4. FULL TEXT OF THE PROPOSAL
THE PROPOSAL THAT THE BOARD OF DIRECTORS SUBMITS
TO THE GENERAL MEETING OF SHAREHOLDERS IS AS
FOLLOWS: GOVERNANCE OF LISTED COMPANIES APPROVED
BY THE COMMISSION NACIONAL DEL MERCADO DE VALORES
IN 2006: ARTICLE 8 (OFFICIAL CALL), WHICH HAS
THE NEW SECTION 8.3 ADDED; ARTICLE 14 (DELEGATION
AND REPRESENTATION), WHICH HAS THE NEW SECTION
14.5 ADDED; AND ARTICLE 22 (VOTING ON PROPOSED
RESOLUTIONS), WHICH HAS ADDED A NEW PARAGRAPH
TO SECTION 22.2. THE REST OF THE SECTIONS OF
EACH OF THE ARTICLES REMAIN UNALTERED. ALTERATION
OF THE ARTICLES STATED IS PREVIOUSLY AGREED THROUGH
A WRITTEN REPORT FROM THE DIRECTORS, EXPLAINING
THEIR ALTERATION, AND AFTER THE PROPOSAL OF THE
STRATEGY, ETHICS AND GOOD GOVERNANCE COMMITTEE.
ALTERED ARTICLES WILL BE WORDED LITERALLY (ALTERATIONS
ARE UNDERLINED): ARTICLE 8. OFFICIAL CALL. 8.1.
THE GENERAL SHAREHOLDERS MEETINGS, WHETHER ORDINARY
OR EXTRAORDINARY, SHALL BE CALLED BY THE BOARD
OF DIRECTORS. 8.2. THE BOARD OF DIRECTORS MAY
CALL THE GENERAL SHAREHOLDERS MEETING WHENEVER
IT DEEMS APPROPRIATE OR NECESSARY FOR THE COMPANY
S INTERESTS, BUT IS OBLIGED, NONETHELESS, TO
CALL THE ORDINARY GENERAL SHAREHOLDERS MEETING
WITHIN THE FIRST SIX MONTHS OF EACH FISCAL YEAR
AND TO CALL THE EXTRAORDINARY GENERAL SHAREHOLDERS
MEETING WHEN SO REQUESTED IN WRITING BY SHAREHOLDERS
HOLDING A MINIMUM OF FIVE PERCENT OF THE COMPANY
SHARE CAPITAL. SUCH REQUEST SHALL INCLUDE THE
MATTERS TO BE DELIBERATED AT THE MEETING TO BE
CALLED. IN THIS CASE, THE GENERAL SHAREHOLDERS
MEETING SHALL BE HELD WITHIN THE THIRTY DAYS
FOLLOWING THE DATE ON WHICH NOTIFICATION BY NOTARY
OF THE CALL IS RECEIVED, INCLUDING NECESSARILY
THE PROPOSED AGENDA, OR THE MATTERS THAT GAVE
RISE TO SUCH REQUEST. CONTD..
* CONTD.. 8.3. THOSE MATTERS WHICH ARE SIGNIFICANTLY Non-Voting *Management Position Unknown
INDEPENDENT, SUCH AS THE APPOINTMENT, RE-ELECTION
OR RATIFICATION OF EACH BOARD MEMBER OR, IN THE
CASE OF AMENDMENT OF THE COMPANY BY-LAWS, EACH
ARTICLE OR GROUP OF INDEPENDENT ARTICLES, SHALL
BE INCLUDED SEPARATELY ON THE AGENDA AND VOTED
ON INDIVIDUALLY. ARTICLE 14. DELEGATION AND REPRESENTATION.
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14.1 ALL SHAREHOLDERS SHALL BE ENTITLED TO BE
REPRESENTED AT THE GENERAL SHAREHOLDERS MEETING
BY ANOTHER SHAREHOLDER WITH THE RIGHT TO ATTEND.
SUCH REPRESENTATION SHALL BE SPECIFIC FOR EACH
MEETING, EXPRESSED THROUGH THE DELEGATION FORM
PRINTED ON THE ATTENDANCE CARD OR THROUGH ANY
OTHER MEANS ACCEPTED BY LAW, WITHOUT PREJUDICE
TO THE PROVISIONS OF ARTICLE 108 OF THE JOINT
STOCK COMPANIES ACT WITH RESPECT TO FAMILY REPRESENTATION
AND THE CONFERRING OF GENERAL POWERS. SUCH DOCUMENTS
OF DELEGATION OR REPRESENTATION FOR THE GENERAL
SHAREHOLDERS MEETING SHALL REFLECT THE RELEVANT
INSTRUCTIONS WITH REGARDS TO THE VOTE TO BE ISSUED.
SHOULD NO EXPRESS INSTRUCTIONS BE GIVEN, IT SHALL
BE UNDERSTOOD THAT THE REPRESENTATIVE SHALL VOTE
IN FAVOUR OF THE PROPOSALS SUBMITTED BY THE BOARD
OF DIRECTORS WITH RESPECT TO THE MATTERS INCLUDED
ON THE AGENDA. SHOULD NO INSTRUCTIONS HAVE BEEN
ISSUED BECAUSE THE GENERAL SHAREHOLDERS MEETING
RESOLVES MATTERS THAT ARE NOT INCLUDED ON THE
AGENDA AND ARE THEREFORE UNKNOWN AT THE DATE
OF DELEGATION, AND SHOULD SUCH MATTERS BE PUT
TO A VOTE, THE REPRESENTATIVE SHALL VOTE AS HE/SHE
DEEMS APPROPRIATE, TAKING INTO ACCOUNT THE INTERESTS
OF THE COMPANY AND THE REPRESENTED PARTY. THE
SAME PRINCIPLE SHALL APPLY WHEN THE RELEVANT
PROPOSAL OR PROPOSALS SUBMITTED FOR DECISION
BY THE MEETING HAVE NOT BEEN PRESENTED BY THE
BOARD OF DIRECTORS. IN THE EVENT THE REPRESENTATION
OR DELEGATION DOCUMENT DOES NOT INDICATE THE
SPECIFIC INDIVIDUAL TO WHOM THE SHAREHOLDER CONFERS
REPRESENTATION, SUCH REPRESENTATION SHALL BE
CONSIDERED TO HAVE BEEN GRANTED IN FAVOUR OF
THE CHAIRMAN OF THE COMPANY BOARD OF DIRECTORS
OR WHOMEVER SUBSTITUTES THE CHAIRMAN IN PRESIDING
THE GENERAL SHAREHOLDERS MEETING. IN THE CASES
OF PUBLIC REQUESTS FOR REPRESENTATION, IN CASES
OF CONFLICT OF INTEREST THE ADMINISTRATOR TO
WHOM SUCH REPRESENTATION IS GRANTED SHALL BE
LIMITED BY THE RESTRICTIONS ON THE EXERCISE OF
VOTING RIGHTS ESTABLISHED IN ARTICLE 114 OF THE
SECURITIES MARKET ACT. IN THESE CASES, THE ADMINISTRATOR
TO WHOM SUCH REPRESENTATION WERE GRANTED MAY
APPOINT ANOTHER ADMINISTRATOR OR A THIRD PARTY
IN WHICH NO CONFLICT OF INTEREST OCURR TO THE
EFFECT THAT SUCH PERSONS EXERCISE LAWFULLY THE
AFORESAID REPRESENTATION. THE APPOINTMENT, UNLESS
ANYTHING IS EXPRESSED TO THE CONTRARY, SHALL
EXTEND TO THOSE MATTERS THAT EVEN IF NOT INDICATED
IN THE AGENDA OF CALL MAY BE, BY MINISTRY OF
LAW, RESOLVED BY THE GENERAL MEETING OF SHAREHOLDERS;
IN THESE CASES SHALL ALSO APPLY THE AFOREMENTIONED
DISPOSITIONS REGARDING THE CONFLICT OF INTEREST.
REPRESENTATION IS ALWAYS REVOCABLE. PERSONAL
ATTENDANCE BY THE REPRESENTED PARTY AT THE GENERAL
SHAREHOLDERS MEETING SHALL BE CONSIDERED AS REVOCATION
OF SUCH REPRESENTATION. 14.2. INDIVIDUAL SHAREHOLDERS
WHO ARE NOT FULLY ABLE TO ACT AND LEGAL ENTITY
SHAREHOLDERS SHALL BE REPRESENTED BY THOSE EXERCISING
THEIR REPRESENTATION IN ACCORDANCE WITH THE LAW,
WITH DUE ACCREDITATION. 14.3. IN THE CASES OF
BOTH VOLUNTARY REPRESENTATION AND LEGAL REPRESENTATION,
SHAREHOLDERS ARE ENTITLED TO ONLY ONE REPRESENTATIVE
AT THE MEETING. 14.4. THE CHAIRMAN OF THE GENERAL
SHAREHOLDERS MEETING OR, IF SO DELEGATED, THE
SECRETARY OF THE SAME, SHALL RESOLVE ALL DOUBTS
WHICH MAY ARISE WITH RESPECT TO THE VALIDITY
AND EFFECTIVENESS OF THE DOCUMENTS GRANTING THE
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RIGHT TO ATTEND PRESENTED BY ALL SHAREHOLDERS,
WHETHER INDIVIDUALLY OR GROUPING THEIR SHARES
WITH OTHER SHAREHOLDERS, AS WELL AS THE DELEGATION
OR REPRESENTATION IN FAVOUR OF ANOTHER PARTY,
ENDEAVOURING TO CONSIDER INVALID OR INEFFECTIVE
ONLY THOSE DOCUMENTS THAT DO NOT MEET THE MINIMUM
ESSENTIAL REQUIREMENTS, AND PROVIDED THAT SUCH
NON-FULFILMENT HAS NOT BEEN REMEDIED. 14.5. IN
PARTICULAR, FINANCIAL INTERMEDIARIES, WHO HAVE
BEEN DULY ACCREDITED TO THE COMPANY, AND WHO
ARE LEGITIMIZED AS SHAREHOLDERS IN ORDER TO ACT
ON BEHALF OF DIFFERENT CLIENTS, SHALL BE PERMITTED
TO EXERCISE SPLIT VOTES, IN ACCORDANCE WITH THE
INSTRUCTIONS OF THEIR CLIENTS. ARTICLE 22. VOTING
ON PROPOSED RESOLUTIONS 22.1. AFTER THE SHAREHOLDERS
INTERVENTIONS AND WHEN THE REQUESTED RESPONSES
HAVE BEEN DULY PROVIDED, VOTING SHALL TAKE PLACE
ON THE RELEVANT PROPOSED RESOLUTIONS IN ACCORDANCE
WITH THE PROVISIONS OF THE PRESENT REGULATIONS.
VOTING ON EACH OF THE PROPOSED RESOLUTIONS SHALL
OCCUR FOLLOWING THE AGENDA INDICATED ON THE CALL.
SHOULD PROPOSALS NOT INCLUDED ON THE AGENDA BE
SUBMITTED FOR A VOTE, SUCH PROPOSALS SHALL BE
PUT TO VOTE AFTER THE PROPOSALS ON THE AGENDA,
UNLESS OTHERWISE INDICATED BY THE CHAIRMAN. 22.2.
AFTER A COMPLETE OR SUMMARISED READING BY THE
SECRETARY, A PROCEDURE WHICH MAY BE OMITTED WHEN
THE TEXT OF THE RELEVANT PROPOSED RESOLUTION
REGARDING THE MATTER ON THE AGENDA HAS BEEN FURNISHED
TO THE SHAREHOLDERS AT THE OPENING OF THE MEETING,
THE FIRST RESOLUTIONS PUT TO VOTE SHALL BE THOSE
PROPOSED BY THE BOARD OF DIRECTORS AND, IN THE
ABSENCE OF SUCH PROPOSALS, PROPOSALS SUBMITTED
BY OTHER BODIES WILL BE SUBMITTED TO A VOTE,
IN THE ORDER DETERMINED TO THIS EFFECT BY THE
CHAIRMAN. WHEN A RESOLUTION HAS BEEN APPROVED,
ALL OTHER PROPOSALS RELATED TO AND INCOMPATIBLE
WITH THE SAME SHALL AUTOMATICALLY BE REJECTED
WITHOUT THEIR SUBMISSION TO A VOTE, AND SHALL
BE SO DECLARED BY THE CHAIRMAN OF THE MEETING.
THOSE MATTERS WHICH ARE SIGNIFICANTLY INDEPENDENT,
SUCH AS THE APPOINTMENT, RE-ELECTION OR RATIFICATION
OF EACH BOARD MEMBER OR, IN THE CASE OF AMENDMENT
OF THE COMPANY BY-LAWS, EACH ARTICLE OR GROUP
OF INDEPENDENT ARTICLES, SHALL BE VOTED ON SEPARATELY.
22.3. VOTING ON THE PROPOSED RESOLUTIONS SHALL
BE DETERMINED ACCORDING TO THE FOLLOWING SYSTEM:
WHEN VOTING ON RESOLUTIONS RELATED TO MATTERS
INCLUDED IN THE AGENDA OF THE GENERAL SHAREHOLDERS
MEETING, FAVOURABLE VOTES SHALL BE CONSIDERED
TO BE THOSE CORRESPONDING TO ALL THE SHARES PRESENT
OR REPRESENTED AT THE MEETING ACCORDING TO THE
ATTENDANCE LIST, EXCEPT FOR THOSE VOTES CORRESPONDING
TO THE SHARES WHOSE OWNERS OR REPRESENTATIVES
MAKE THEIR UNFAVOURABLE VOTE, BLANK VOTE OR ABSTENTION
KNOWN TO THE REPORTING OFFICERS AND OTHER MEMBERS
OF THE PANEL OR, IF THE CASE MAY BE, TO THE NOTARY
PRESENT, EITHER IN WRITING OR BY PERSONAL STATEMENT.
WHEN VOTING ON RESOLUTIONS RELATED TO MATTERS
NOT INCLUDED IN THE AGENDA OF THE GENERAL SHAREHOLDERS
MEETING, UNFAVOURABLE VOTES SHALL BE CONSIDERED
ALL THOSE CORRESPONDING TO ALL THE SHARES PRESENT
OR REPRESENTED AT THE MEETING ACCORDING TO THE
ATTENDANCE LIST, EXCEPT FOR THOSE VOTES CORRESPONDING
TO THE SHARES WHOSE OWNERS OR REPRESENTATIVES
MAKE THEIR FAVOURABLE VOTE, BLANK VOTE OR ABSTENTION
KNOWN TO THE REPORTING OFFICERS AND OTHER MEMBERS
OF THE PANEL OR, IF THE CASE MAY BE, TO THE NOTARY
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PRESENT, EITHER IN WRITING OR BY PERSONAL STATEMENT.
TO THE EFFECTS OF THE PROVISIONS SET OUT IN PARAGRAPHS
A) AND B) ABOVE, FOR EACH OF THE PROPOSALS SUBMITTED
TO A VOTE, THE SHARES PRESENT OR REPRESENTED
AT THE MEETING SHALL BE CONSIDERED THOSE THAT
APPEAR ON THE ATTENDANCE LIST AFTER DEDUCTING
THOSE SHARES THAT, AS STIPULATED BY THE LEGISLATION
IN EFFECT AND IN FUNCTION OF THE PROPOSED RESOLUTION
TO BE SUBMITTED TO A VOTE, CANNOT EXERCISE THE
RELEVANT RIGHT TO VOTE. CONTD..
* CONTD..22.4. WHATEVER THE SYSTEM USED TO DETERMINE Non-Voting *Management Position Unknown
THE VOTE, THE GENERAL SHAREHOLDERS MEETING PANEL
OR, IN THE EVENT SUCH PANEL HAS NOT BEEN CONSTITUTED,
THE SECRETARY OF THE MEETING SHALL VERIFY THE
EXISTENCE OF A SUFFICIENT NUMBER OF FAVOURABLE
VOTES TO REACH THE NECESSARY MAJORITY IN EACH
CASE, THEREBY ALLOWING THE CHAIRMAN TO DECLARE
THE CORRESPONDING RESOLUTION APPROVED.
6. AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown
DERIVATIVE ACQUISITION OF OWNSHARES, EITHER DIRECTLY
OR THROUGH GROUP AFFILIATES, WITHIN THE LEGAL
LIMITS AND REQUIREMENTS, FOR A MAXIMUM TERM OF
EIGHTEEN MONTHS, AS WELL AS AUTHORISATION FOR
THEIR TRANSFER AND/OR THE APPLICATION OF THE
REMUNERATION SYSTEMS ENVISAGED IN ARTICLE 75
OF THE PUBLIC LIMITED-LIABILITY COMPANIES ACT.
IT IS PROPOSED TO EXPRESSLY AUTHORISE THE BOARD
OF DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS
ESTABLISHED IN ARTICLE 75 OF THE REVISED TEXT
OF THE PUBLIC LIMITED-LIABILITY COMPANIES ACT
CURRENTLY IN EFFECT, TO EFFECT THE DERIVATIVE
ACQUISITION OF ALTADIS, S.A. SHARES, EITHER DIRECTLY
BY THE COMPANY OR INDIRECTLY THROUGH AFFILIATE
COMPANIES, UP TO A SHARE CEILING THAT REPRESENTS
5% OF THE COMPANY SHARE CAPITAL, AT A PRICE AND
COMPENSATION VALUE THAT SHALL NOT BE LESS THAT
THE PAR VALUE OF THE SHARES, NOR EXCEED THE LISTED
SHARE PRICE. THE ACQUISITION FOR WHICH AUTHORISATION
IS REQUESTED MAY BE EFFECTED BY MEANS OF SALE-PURCHASE,
SWAP, DONATION OR AWARD OR AS APPROPRIATION FOR
PAYMENT, AND IN GENERAL BY ANY OTHER MEANS OF
ACQUISITION FOR PAYMENT OF SHARES THAT HAVE BEEN
ISSUED AND FULLY PAID-UP, INCLUDING THE USE OF
FINANCIAL DERIVATIVE INSTRUMENTS, AND PARTICULARLY
TRANSACTIONS INVOLVING ALL TYPES OF OPTIONS (PUT
AND CALL), FOR A MAXIMUM TERM OF EIGHTEEN MONTHS
FROM THE DATE OF ADOPTION OF THE PRESENT RESOLUTION.
THE SHARES SO ACQUIRED SHALL NOT BEAR ANY RIGHTS
WHATSOEVER, INCLUDING THE RIGHT TO VOTE. THE
RELEVANT ECONOMIC RIGHTS SHALL BE PROPORTIONALLY
ATTRIBUTED TO THE REMAINING SHARES IN ACCORDANCE
WITH THE PROVISIONS ESTABLISHED IN ARTICLE 70
OF THE AFOREMENTIONED ACT. THE BOARD IS HEREBY
AUTHORISED TO CREATE A SPECIAL RESERVE ENTERED
AS A LIABILITY ON THE BALANCE SHEET TO BE CHARGED
TO THE FREELY DISPOSABLE RESERVE, IN THE AMOUNT
EQUALLING THE ACQUISITION PRICE OF THE SAID SHARES.
THE PRESENT AUTHORISATION RENDERS NULL AND VOID
THE RESOLUTION OF THE GENERAL SHAREHOLDERS MEETING
OF JUNE 7TH, 2006. LIKEWISE, AND TO THE EFFECTS
ENVISAGED IN PARAGRAPH TWO OF NUMBER 1 IN ARTICLE
75 OF THE PUBLIC LIMITED-LIABILITY COMPANIES
ACT, EXPRESS AUTHORISATION IS HEREBY GRANTED
FOR THE ACQUISITION OF COMPANY SHARES BY ANY
OF THE AFFILIATE COMPANIES, IN THE SAME TERMS
AS THOSE SET OUT HERE IN. IT IS EXPRESSLY STATED
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THAT THE SHARES ACQUIRED SUBSEQUENT TO THE PRESENT
AUTHORISATION MAY DE ALLOCATED TO SALE OR TO
THE APPLICATION OF THE REMUNERATION SYSTEMS CONTEMPLATED
IN PARAGRAPH THREE, SECTION 1 OF ARTICLE 75 OF
THE PUBLIC LIMITED-LIABILITY COMPANIES ACT. THE
BOARD SHALL DECIDE WHETHER TO SELL, MAINTAIN
OR REDEEM THE SHARES SO ACQUIRED IN DUE TIME
7. DELEGATIONS OF POWERS TO FORMALISE, INTERPRET, Management For *Management Position Unknown
CORRECT, REGISTER AND EXECUTE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING.
TO DELEGATE TO THE BOARD OF DIRECTORS THE BROADEST
POWERS ENVISAGED BY LAW TO SUPPLEMENT, DEVELOP,
EXECUTE AND CORRECT THE RESOLUTIONS ADOPTED BY
THE GENERAL SHAREHOLDERS MEETING, INCLUDING
THE POWER TO TOTALLY OR PARTIALLY DELEGATE THE
AFOREMENTIONED POWERS TO THE EXECUTIVE COMMITTEE.
THE POWER TO CORRECT SHALL ENCOMPASS THE POWER
TO MAKE THE MODIFICATIONS, AMENDMENTS AND ADDITIONS
THAT MAY BE NECESSARY OR APPROPRIATE SUBSEQUENT
TO OBJECTIONS OR COMMENTS ARISING FROM THE SECURITIES
MARKET REGULATORY BODIES, THE STOCK EXCHANGE,
THE MERCANTILE REGISTRY AND ALL OTHER PUBLIC
AUTHORITIES COMPETENT IN RELATION TO THE RESOLUTIONS
ADOPTED. LIKEWISE, TO DELEGATE TO THE CHAIRMAN
OF THE BOARD, THE CHAIRMAN OF THE EXECUTIVE COMMITTEE
AND THE SECRETARY TO THE BOARD INDISTINCTLY,
THE POWERS NECESSARY TO FORMALISE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING
AND TO REGISTER THOSE SUBJECT TO SUCH REQUIREMENT,
TOTALLY OR PARTIALLY, AND TO THIS EFFECT, TO
GRANT ALL TYPES OF PUBLIC AND PRIVATE DOCUMENTS,
INCLUDING THOSE REQUIRED TO SUPPLEMENT OR CORRECT
SUCH RESOLUTIONS
------------------------------------------------------------------------------------------------------------------------------------
FUJI ROBIN INDUSTRIES LTD. AGM MEETING DATE: 06/28/2007
ISSUER: J15120108 ISIN: JP3822400002
SEDOL: 6356484
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE STOCK-TRANSFER WITH MAKITA CORPORATION Management For *Management Position Unknown
FOR TRANSITION INTO ITS WHOLLY-OWNED SUBSIDIARY
2 AMEND ARTICLES TO: CHANGE OFFICIAL COMPANY NAME Management For *Management Position Unknown
TO MAKITA NUMAZU CORPORATION
3.1 APPOINT A DIRECTOR Management For *Management Position Unknown
3.2 APPOINT A DIRECTOR Management For *Management Position Unknown
3.3 APPOINT A DIRECTOR Management For *Management Position Unknown
3.4 APPOINT A DIRECTOR Management For *Management Position Unknown
3.5 APPOINT A DIRECTOR Management For *Management Position Unknown
3.6 APPOINT A DIRECTOR Management For *Management Position Unknown
3.7 APPOINT A DIRECTOR Management For *Management Position Unknown
3.8 APPOINT A DIRECTOR Management For *Management Position Unknown
3.9 APPOINT A DIRECTOR Management For *Management Position Unknown
4.1 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
4.2 APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown
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INTERTAPE POLYMER GROUP INC. ITP SPECIAL MEETING DATE: 06/28/2007
ISSUER: 460919103 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 THE SPECIAL RESOLUTION OF SHAREHOLDERS APPROVING Management For For
THE ARRANGEMENT UNDER SECTION 192 OF THE CANADA
BUSINESS CORPORATIONS ACT INVOLVING THE COMPANY,
ITS SHAREHOLDERS, INTERTAPE POLYMER INC., ECP
GP II INC., 4398009 CANADA INC. AND TAPE HOLDINGS
INC., IN THE FORM ATTACHED AS APPENDIX A TO THE
ACCOMPANYING MANAGEMENT AND INFORMATION CIRCULAR
OF THE COMPANY DATED MAY 25, 2007 IN RESPECT
OF THE MEETING.
02 DIRECTOR Management For
H. DALE MCSWEEN Management For For
MICHAEL L. RICHARDS Management For For
BEN J. DAVENPORT, JR. Management For For
L. ROBBIE SHAW Management For For
GORDON R. CUNNINGHAM Management For For
THOMAS E. COSTELLO Management For For
03 IN RESPECT OF THE APPOINTMENT OF RAYMOND CHABOT Management For For
GRANT THORNTON, LLP AS AUDITORS OF THE COMPANY
AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION.
------------------------------------------------------------------------------------------------------------------------------------
PROVIMI S A MIX MEETING DATE: 06/28/2007
ISSUER: F6574X104 ISIN: FR0000044588
SEDOL: 7147290, B1L51V8
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
* FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting *Management Position Unknown
AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB
CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD,
ACCOUNT DETAILS AND DIRECTIONS. THE FOLLOWING
APPLIES TO NON-RESIDENT SHAREOWNERS: PROXY
CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED
TO THE GLOBAL CUSTODIANS THAT HAVE BECOME REGISTERED
INTERMEDIARIES, ON THE VOTE DEADLINE DATE. IN
CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED INTERMEDIARY,
PLEASE CONTACT YOUR REPRESENTATIVE
Take No
O.1 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management Action *Management Position Unknown
AND THE AUDITORS AND APPROVE THE COMPANY S FINANCIAL
STATEMENTS FOR THE YE 2006, AS PRESENTED; THE
SHAREHOLDERS MEETING APPROVES THERE WERE NO
EXPENSES AND CHARGES THAT WERE NOT TAX-DEDUCTIBLE;
GRANT PERMANENT DISCHARGE TO THE DIRECTORS FOR
THE PERFORMANCE OF THEIR DUTIES DURING THE SAID
FISCAL YEAR
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Take No
O.2 RECCEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management Action *Management Position Unknown
AND THE AUDITORS, APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE SAID FY, IN THE FORM PRESENTED
TO THE MEETING; ACCORDINGLY, GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
Take No
O.3 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management Action *Management Position Unknown
AND THAT THE INCOME FORTHE FY BE APPROPRIATED
AS FOLLOWS: INCOME FOR THE FINANCIAL YEAR: EUR
5,353,804.00, PRIOR RETAINED EARNINGS: EUR 60,019,814.00,
DISTRIBUTABLE RESULT: EUR 65,373,618.00 ALLOCATED
AS FOLLOWS: DIVIDENDS: EUR 9,085,814.00, SPECIAL
RESERVE: EUR 56,287,804.00 THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 0.35 PER SHARE,
AND WILL ENTITLE TO THE 40% DEDUCTION PROVIDED
BY THE FRENCH TAX CODE; THIS DIVIDEND WILL BE
PAID ON 03 JULY 2007 AND AT THE LATEST 06 JULY
2007
Take No
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management Action *Management Position Unknown
AGREEMENTS GOVERNED BY ARTICLESL.225-38 ET SEQ
OF THE FRENCH COMMERCIAL CODE, APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
Take No
O.5 RATIFY THE APPOINTMENT OF MR. MICHEL BON AS A Management Action *Management Position Unknown
DIRECTOR, TO REPLACE THE COMPANY PROVIMLUX CVC
SA, FOR THE REMAINDER OF PROVIMLUX CVC SA S TERM
OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2006
Take No
O.6 RATIFY THE APPOINTMENT OF MR. PHILIP MUELDER Management Action *Management Position Unknown
AS A DIRECTOR, TO REPLACE MR. BERTRAND MEUNIER,
FOR THE REMAINDER OF MR. BERTRAND MEUNIER S TERM
OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2006
Take No
O.7 RATIFY THE APPOINTMENT OF MR. PHILIPPE ROBERT Management Action *Management Position Unknown
AS A DIRECTOR, TO REPLACE MR. HUGO VAN BERCKEL,
FOR THE REMAINDER OF MR. HUGO VAN BERCKEL S TERM
OF OFFICE, I.E. UNTIL THE SHAREHOLDERS MEETING
CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR
THE FY 2006
Take No
O.8 APPROVE TO RENEW THE APPOINTMENT OF MR. MICHEL Management Action *Management Position Unknown
BON AS A DIRECTOR FOR A 3-YEARPERIOD
Take No
O.9 APPROVE TO RENEW THE APPOINTMENT OF MR. PHILIP Management Action *Management Position Unknown
MUELDER AS A DIRECTOR FOR A 3-YEAR PERIOD
Take No
O.10 APPROVE TO RENEW THE APPOINTMENT OF MR. PHILIPPE Management Action *Management Position Unknown
ROBERT AS A DIRECTOR FOR A 3-YEAR PERIOD
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Take No
O.11 APPROVE TO RENEW THE APPOINTMENT OF MR. WIM TROOST Management Action *Management Position Unknown
AS A DIRECTOR FOR A 3-YEARPERIOD
Take No
O.12 APPOINT THE STATUTORY AUDITOR, ACE AUDIT FOR Management Action *Management Position Unknown
A 6-YEAR PERIOD, IN REPLACEMENT OF THE COMPANY
HOCHE AUDIT
Take No
E.16 AMEND THE ARTICLES 10, 11, 13, 23, AND 26 OF Management Action *Management Position Unknown
THE BY-LAWS
Take No
O.13 APPOINT THE DEPUTY AUDITOR, MR. EMMANUEL CHARRIER Management Action *Management Position Unknown
FOR A 6-YEAR PERIOD, IN REPLACEMENT OF MR. JEAN-PIERRE
GRAMET
Take No
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO BUY BACK Management Action *Management Position Unknown
THE COMPANY S SHARES ON THE OPENMARKET, SUBJECT
TO THE CONDITIONS: MAXIMUM PURCHASE PRICE: EUR
35.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10 % OF THE SHARE CAPITAL, I.E. 2,471,078 SHARES
MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS:
EUR 86,487,730.00; AUTHORITY EXPIRES AT THE END
OF AN 18-MONTH PERIOD AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES,
THIS AUTHORIZATION SUPERSEDES ANY AND ALL EARLIER
DELEGATION TO THE SAME EFFECT AND THE ONE GRANTED
BY THE SHAREHOLDERS MEETING OF 31 MAY 2006 IN
ITS RESOLUTION 7
Take No
E.15 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management Action *Management Position Unknown
SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT
ITS SOLE DISCRETION, BY CANCELING ALL OR PART
OF THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH THE STOCK REPURCHASE PLAN DECIDED IN RESOLUTION
NO.14, UP TO A MAXIMUM OF 10 % OF THE SHARE CAPITAL
OVER A 24-MONTH PERIOD; AUTHORITY EXPIRES AT
THE END OF A 24-MONTH PERIOD; AND TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES, THIS AUTHORIZATION SUPERSEDES ANY
AND ALL EARLIER DELEGATION TO THE SAME EFFECT
AND THE ONE GRANTED BY THE SHAREHOLDERS MEETING
OF 31 MAY 2006 IN ITS RESOLUTION NUMBER 8
Take No
E.17 AUTHORIZE THE BEARER OF AN ORIGINAL, A COPY OR Management Action *Management Position Unknown
EXTRACT OF THE MINUTES OF THISMEETING TO CARRY
OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES
PRESCRIBED BY LAW
ProxyEdge - Investment Company Report
Meeting Date Range: 07/01/2006 to 06/30/2007 Report Date: 07/09/2007
Selected Accounts: NPX GABELLI GLOBAL DEAL FUND Page 61 of 61
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TERAYON COMMUNICATION SYSTEMS, INC. TERN SPECIAL MEETING DATE: 06/28/2007
ISSUER: 880775101 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Management For For
DATED AS OF APRIL 21, 2007, BY AND AMONG TERAYON
COMMUNICATION SYSTEMS, INC., MOTOROLA, INC. AND
MOTOROLA GTG SUBSIDIARY VI CORP. AND APPROVE
THE MERGER OF MOTOROLA GTG SUBSIDIARY VI CORP.
WITH AND INTO TERAYON COMMUNICATION SYSTEMS,
INC., ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Management For For
MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER
AGREEMENT AND APPROVE THE MERGER.
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THE SERVICEMASTER COMPANY SVM SPECIAL MEETING DATE: 06/28/2007
ISSUER: 81760N109 ISIN:
SEDOL:
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VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
02 ADJOURN THE SPECIAL MEETING IF NECESSARY OR APPROPRIATE Management For For
TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF
THE SPECIAL MEETING TO ADOPT THE AGREEMENT AND
PLAN OF MERGER REFERRED TO IN ITEM 1.
01 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Management For For
AS OF MARCH 18, 2007, AMONG SERVICEMASTER, CDRSVM
TOPCO, INC. ( CDRSVM PARENT ) AND CDRSVM ACQ.
CO., INC., WHICH PROVIDES FOR THE MERGER OF CDRSVM
ACQ. CO., INC., AN INDIRECT WHOLLY-OWNED SUBSIDIARY
OF CDRSVM PARENT, WITH AND INTO SERVICEMASTER,
WITH SERVICEMASTER CONTINUING AS THE SURVIVING
CORPORATION.
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INTER-TEL (DELAWARE) INC. INTL CONTESTED SPECIAL MEETING DATE: 06/29/2007
ISSUER: 458372109 ISIN:
SEDOL:
------------------------------------------------------------------------------------------------------------------------------------
VOTE GROUP: GLOBAL
Proposal Proposal Vote For or Against
Number Proposal Type Cast Management
------------------------------------------------------------------------------------------------------------------------------------
01 TO ADOPT THE MERGER AGREEMENT. Management For For
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF Management For For
NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES, IF THERE ARE NOT SUFFICIENT VOTES IN
FAVOR OF ADOPTION OF THE MERGER AGREEMENT AT
THE SPECIAL MEETING.
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 22, 2007
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*Print the name and title of each signing officer under his or her
signature.