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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 811-21529
The Gabelli Global Utility & Income Trust
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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: 1-800-422-3554
Date of fiscal year end:December 31
Date of reporting period: July 1, 2010 - June 30, 2011
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (Sections 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC
20549. The OMB has reviewed this collection of information under the clearance
requirements of 44 U.S.C. Section 3507.
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PROXY VOTING RECORD
FOR PERIOD JULY 1, 2010 TO JUNE 30, 2011
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 1
The Gabelli Utility Trust
Investment Company Report
JSFC SISTEMA
SECURITY 48122U204 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 02-Aug-2010
ISIN US48122U2042 AGENDA 702553098 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 Approve the related party transaction entering into a Guarantee Management No Action
Agreement with OJSC Svyazinvest as a security for fulfillment by CJSC
Sistema-Inventure hereinafter - 'Borrower' of obligations under the
Agreement on exchange of OJSC MGTS shares PSRN 1027739285265 for the
shares of CJSC Sky Link PSRN 1037702026691 , entered into by the
Borrower and OJSC Svyazinvest hereinafter - 'Lender' , under which the
Lender undertakes to transfer to the Borrower 22,352,150 ordinary
registered shares of OJSC MGTS state registration number 1-05-00083-A,
which accounts for 28% of the total amount of outstanding ordinary
registered shares of OJSC MGTS or 23.3% of the total amount of issued
and placed CONTD
CONT CONTD ordinary and preference shares of MGTS with the total value of Non-Voting
RUR-9,750,000,000 hereinafter-MGTS Shares, and the Borrower undertakes
to-transfer to the Lender in return 6,482,736 ordinary registered shares
of CJSC-Sky Link state registration number 1-01-44980-H, which accounts
for 50% of-the total amount of outstanding ordinary registered shares of
CJSC Sky Link-effectively accounting for 100% of outstanding ordinary
registered shares of-CJSC Sky Link with the total value of 9,300,000,000
rubles hereinafter-Sky-Link Shares and pay up the difference in the
value of MGTS shares and Sky-Link shares being the subject of the
transaction, in the amount of RUB-450,000,000.00 hereinafter-Exchange
Agreement, on the specified terms
ORMAT INDUSTRIES LTD
SECURITY M7571Y105 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN IL0002600182 AGENDA 702561665 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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AS A CONDITION OF VOTING, ISRAELI MARKET Non-Voting
REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER
YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN
THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO
THAT W-E MAY LODGE YOUR INSTRUCTIONS
ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR-
PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL
1.1 Appointment of Yarom Ariav as an External Director for a statutory Management For For
3 year period
1.2 Appointment of Yaakov Yerushalmi as an External Director for a Management For For
statutory 3 year period
2 Approve to grant to Mr. Ariav and to Mr Yerushalmi of an Management For For
indemnity undertaking, limited in the aggregate together with the
other D&O to 25% of the shareholders equity
ORMAT INDUSTRIES LTD
SECURITY M7571Y105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 31-Aug-2010
ISIN IL0002600182 AGENDA 702562934 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS REQUIRE THAT Non-Voting
YOU-DISCLOSE WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY.-SHOULD EITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE-SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF
YOU DO NOT HAVE A-CONTROLLING OR PERSONAL INTEREST, SUBMIT YOUR VOTE AS
NORMAL
1 Approve to discuss the financial statements and Directors' report for Management For For
the year 2009
2 Re-appoint Accountant-Auditors Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 2
The Gabelli Utility Trust
COMSTAR-UNITED TELESYSTEMS OJSC, MOSCOW
SECURITY 47972P208 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 22-Sep-2010
ISIN US47972P2083 AGENDA 702582140 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1.1 Approve the transaction connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, and namely conclusion with
Open Joint Stock Company long-distance and international
telecommunications "Rostelecom" of Supplementary Agreement to Agreement
for sale & purchase of securities [ordinary registered non-documentary
shares of SVYAZINVEST - Telecommunication Investment Joint-Stock
Company [OJSC Svyazinvest] of 20 MAY 2010, 568-10- 04/11-10-02
[hereinafter-Agreement] on the following substantial conditions: as
specified
1.2 Approve the transaction connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, and namely conclusion with
Open Joint Stock Company long-distance and international
telecommunications "Rostelecom" of Supplementary Agreement to Agreement
for sale and purchase of ordinary registered nondocumentary shares of
SVYAZINVEST - Telecommunication Investment Joint-Stock Company [OJSC
Svyazinvest] [hereinafter -Agreement], which may be concluded as the
result of acceptance by OJSC Rostelecom of OJSC COMSTAR-UTS irrevocable
offer on the following substantial conditions: as specified
1.3 Approve the transaction connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, and namely conclusion with
Open Joint Stock Company long-distance and international
telecommunications "Rostelecom" of Supplementary Agreement to Agreement
for sale & purchase of ordinary registered nondocumentary shares of
SVYAZINVEST - Telecommunication Investment Joint-Stock Company [OJSC
Svyazinvest] [hereinafter-Agreement], which may be concluded as the
result of acceptance by OJSC COMSTAR-UTS of OJSC Rostelecom irrevocable
offer on the following substantial conditions: as specified
1.4 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale and purchase of ordinary registered
non-documentary shares of the Open joint-stock Company SVYAZINVEST-
Telecommunication Investment Joint-Stock Company [OJSC Svyazinvest],
which may be concluded not later than 30 MAY 2012 as a result of
acceptance by OJSC COMSTAR-UTS of OJSC Rostelecom irrevocable offer on
the following substantial conditions: as specified
1.5 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale & purchase of ordinary registered
non-documentary shares of the SVYAZINVEST-Telecommunication Investment
Joint-Stock Company [OJSC Svyazinvest] which may be concluded not later
than 30 MAY 2013 as a result of acceptance by OJSC COMSTAR-UTS of OJSC
Rostelecom irrevocable offer on the following substantial conditions: as
specified
1.6 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale & purchase of ordinary registered
non-documentary shares of the SVYAZINVEST-Telecommunication Investment
Joint-Stock Company [OJSC Svyazinvest], which may be concluded not later
than 30 MAY 2014 as a result of acceptance by OJSC COMSTAR-UTS of OJSC
Rostelecom irrevocable offer on the following substantial conditions: as
specified
1.7 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale & purchase of ordinary registered
non-documentary shares of the SVYAZINVEST - Telecommunication
Investment Joint-Stock Company [OJSC Svyazinvest], which may be
concluded not later than 30 MAY 2012 as a result of acceptance by OJSC
Rostelecom of OJSC COMSTAR-UTS irrevocable offer on the following
substantial conditions: as specified
1.8 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale & purchase of ordinary registered
non-documentary shares of the SVYAZINVEST-Telecommunication Investment
Joint-Stock Company [OJSC Svyazinvest], which may be concluded not later
than 30 MAY 2013 as a result of acceptance by OJSC Rostelecom of OJSC
COMSTAR-UTS irrevocable offer on the following substantial conditions:
as specified
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 3
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1.9 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with Open
joint-stock Company long-distance and international telecommunications
"Rostelecom" of Agreement for sale & purchase of ordinary registered
non-documentary shares of the SVYAZINVEST - Telecommunication
Investment Joint-Stock Company [OJSC Svyazinvest], which may be
concluded not later than 30 MAY 2014 as a result of acceptance by OJSC
Rostelecom of OJSC COMSTAR-UTS irrevocable offer on the following
substantial conditions: as specified
1.10 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 JUN 2010, namely conclusion with the
Open joint-stock Company long-distance and international
telecommunications "Rostelecom" of Agreement for sale & purchase of
ordinary registered non-documentary shares of the SVYAZINVEST -
Telecommunication Investment Joint-Stock Company [OJSC Svyazinvest],
which may be concluded not later than 30 MAY 2012 as the result of
acceptance by OJSC COMSTAR-UTS's of OJSC Rostelecom's irrevocable offer
on the following substantial Conditions: as specified
1.11 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its book keeping
accounts as at the last reporting date 30 JUN 2010, namely conclusion
with the Open joint-stock Company long-distance and international
telecommunications "Rostelecom" of Agreement for sale & purchase of
ordinary registered non-documentary shares of the SVYAZINVEST -
Telecommunication Investment Joint-Stock Company [OJSC Svyazinvest],
which may be concluded not later than 30 MAY 2013 as the result of
acceptance by OJSC COMSTAR-UTS s of OJSC Rostelecom's irrevocable offer
on the following substantial conditions: as specified
1.12 Approve the transaction, connected with the possibility of acquisition Management For For
or alienation by OJSC COMSTAR-UTS, directly or indirectly, of property
whose value is 10 [ten] and more per cent of the book-value of OJSC
COMSTAR-UTS's assets determined on the basis of its bookkeeping accounts
as at the last reporting date 30 MAY 2010, namely conclusion with the
Open joint-stock Company long-distance and international
telecommunications "Rostelecom" of Agreement for sale & purchase of
ordinary registered non-documentary shares of the SVYAZINVEST -
Telecommunication Investment Joint-Stock Company [OJSC Svyazinvest],
which may be concluded not later than 30 MAY 2014 as the result of
acceptance by OJSC COMSTAR-UTS's of OJSC Rostelecom's irrevocable offer
on the following substantial conditions as specified
1.13 Approve the transaction conclusion of Supplementary agreement 6 to Management For For
Agreement on establishment of the non-revolving credit facility 9463 of
08 JUN 2007, concluded between OJSC COMSTAR-UTS and Sberbank of Russia
OJSC [hereinafter-Credit agreement], on the following substantial
conditions: as specified
COMSTAR-UNITED TELESYSTEMS OJSC, MOSCOW
SECURITY 47972P208 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 02-Nov-2010
ISIN US47972P2083 AGENDA 702629633 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 Insert the following amendments into the Charter of OJSC Comstar-UTS: Management No Action
to change Item 20.3 of the Charter to read as follows: "The redeemed
shares shall come at Company's disposal and shall be realized at their
market value within one year of their redemption. These shares shall not
grant the voting rights, or be taken into consideration when counting
votes or entitle one to dividends. They shall be realized at the price
not lower than their market value within one year of their title
transfer to the Company, or, otherwise, the General meeting of
Shareholders shall adopt a resolution to decrease the Company's charter
capital by retiring such shares"; CONTD
CONT CONTD and to change Item 27.4 of the Charter to read as follows: Non-Voting
"The-resolutions of the General meeting of Shareholders, adopted on the
issues not-included in the agenda of General meeting of Shareholders
(except when the-meeting is attended by all the Company's shareholders),
or in violation of-the competence of the General meeting of
Shareholders, in the absence of-quorum needed for conducting the General
meeting of Shareholders or without a-required majority vote, shall not
be valid regardless of whether they shall-be appealed in court"; and the
President of OJSC Comstar-UTS is to ensure the-registration by
government authorities of amendments to the Charter of OJSC-Comstar-UTS
in accordance with this resolution
2 Approve the restated By-Law on the Board of Directors of OJSC Management No Action
Comstar-UTS
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 4
The Gabelli Utility Trust
SMARTONE TELECOMMUNICATIONS HLDGS LTD
SECURITY G8219Z105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 04-Nov-2010
ISIN BMG8219Z1059 AGENDA 702628251 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' FOR-ALL RESOLUTIONS NUMBERS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL Non-Voting
LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20101004/LTN2
01010041474.pdf
1 Adopt the audited financial statements and the reports of the Directors Management For For
and Auditors for the YE 30 JUN 2010
2 Approve the payment of final dividend Management For For
3.i.a Re-elect Mr. Raymond Ping-luen Kwok as a Director Management For For
3.i.b Re-elect Mr. Wing-yui Cheung as a Director Management For For
3.i.c Re-elect Mr. David Norman Prince as a Director Management For For
3.i.d Re-elect Mr. Thomas Hon-wah Siu as a Director Management For For
3.i.e Re-elect Mr. Alfred Wing-kit Tsim as a Director Management For For
3.i.f Re-elect Dr. Eric Ka-cheung Li as a Director Management For For
3.ii Authorize the Board of Directors to fix the fees of Directors Management For For
4 Re-appoint PricewaterhouseCoopers as the Auditors of the Company and Management For For
authorize the Board of Directors to fix their remuneration
5 Authorize the Board of Directors to issue and dispose of additional Management For For
shares in the Company not exceeding 10% of the nominal amount of the
issued share capital
6 Authorize the Board of Directors to repurchase shares of the Company Management For For
not exceeding 10% of the nominal amount of the issued share capital
7 Approve to extend the general mandate granted to the Board of Directors Management For For
to issue shares in the capital of the Company by the number of shares
repurchased
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE Non-Voting
RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
JSFC SISTEMA
SECURITY 48122U204 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 21-Dec-2010
ISIN US48122U2042 AGENDA 702724293 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 Approve the transaction for the divestment of 99.998% in the charter Management No Action
capital of the limited liability company Sistema Telecommunications,
Informatics and Communication to be executed under a stake purchase
agreement (hereinafter the Stake Purchase Agreement), which is a related
party transaction with the related party being a shareholder of the
company that, together with its affiliates, holds more than 20% of
shares of Sistema JSFC
COMSTAR-UNITED TELESYSTEMS OJSC, MOSCOW
SECURITY 47972P208 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 23-Dec-2010
ISIN US47972P2083 AGENDA 702704570 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 Approval of the reorganization of Comstar through the statutory merger Management No Action
("prisoedinenie" under Russian law) of Comstar - United TeleSystems JSC
with Mobile TeleSystems OJSC ("MTS" - NYSE: MBT); approval of the
agreement for the statutory merger of COMSTAR - United TeleSystems JSC,
CJSC Operator Svyazi, CJSC Kapital, CJSC United TeleSystems, CJSC Mobile
TeleSystems and CJSC Comstar - Direct with MTS; approval of the
agreement for the statutory merger and the transfer act; approval of the
procedure to inform the registering authority regarding the initiation
of the statutory merger process and approval of the procedure for the
publication of information regarding the statutory merger in mass media
that publish information on the national registration of legal entities
PLEASE NOTE THAT IN THE EVENT THAT THE RESOLUTION SET FORTH IN SCHEDULE Non-Voting
A BELO-W IS APPROVED, ANY GDR HOLDER WHO: (A) WAS A GDR HOLDER ON THE
GDR RECORD DATE-AND (B) EITHER (I) INSTRUCTED THE DEPOSITARY TO VOTE ALL
OR PART OF ITS GDR R-ECORD DATE POSITION AGAINST THE MERGER OR (II) DID
NOT INSTRUCT THE DEPOSITARY-TO VOTE ALL OR PART OF ITS GDR RECORD DATE
POSITION IN RELATION TO THE MERGER-, WILL BE ELIGIBLE TO PUT ALL OR PART
OF THE QUALIFYING SHARES IN THE FORM OF-GDRS IT HELD ON THE RECORD DATE
TO THE COMPANY FOR THE US DOLLAR EQUIVALENT OF-RUR 212.85 PER GDR, NET
OF APPLICABLE FEES, EXPENSES, AND WITHHOLDING TAX, IF- ANY (THE 'PUT
OPTION'). THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL Non-Voting
COMMENT. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 5
The Gabelli Utility Trust
HERA SPA, BOLOGNA
SECURITY T5250M106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 26-Jan-2011
ISIN IT0001250932 AGENDA 702739561 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL Non-Voting
BE A-SECOND CALL ON 27 JANUARY 2011. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU.
E.1 Corporate capital increase in split up form, at exclusive service of Management For For
the bond conversion for a total maximum amount of EUR 140,000,000, named
EUR 130 million senior equity linked bonds due 2013, reserved to
qualified investors, deliberated by the board of directors on 10
November 2010, for a total maximum amount of EUR 80,000,000, through the
issuance of max 80,000,000 ord shares, with the exclusion of the option
right as per art 2441, item 5 of the Italian Civil Code. Amendment to
art 5 of the corporate bylaws. Related and consequential resolutions
E.2 Amendment to art 8, 14 and 17 of the corporate bylaws Management For For
E.3 Amendment to art 10, 11, 12, 26 and 27 of the corporate bylaws Management For For
O.1 Amendment of art 2, 3, 4 and 6 of company Management For For
O.2 Emoluments of the auditors. Any adjournment thereof Management For For
PT INDOSAT TBK
SECURITY Y7130D110 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 08-Feb-2011
ISIN ID1000097405 AGENDA 702771468 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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1 To approve changes to the composition of the Board of Commissioners Management For For
and/or Board of Directors of the Company
JSFC SISTEMA
SECURITY 48122U204 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 18-Mar-2011
ISIN US48122U2042 AGENDA 702799947 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 Approve the related party transaction with interest of a shareholder Management No Action
entity of Sistema JSFC who, jointly with its affiliated persons, holds
more than 20% of Sistema JSFC shares, and of the member of the
Management Board of Sistema JSFC Mr.S. Boyev, by which Sistema JSFC
brings a contribution to the authorized capital of the Open Joint-Stock
Company RTI (located at the address: Russia, 127083, 10-1 Vosmogo Marta
St.) (hereinafter - OJSC RTI) on the following terms: (1) Parties of the
Transaction: Sistema OJSC (hereinafter the "Founder") and OJSC RTI
(hereinafter - the "Company") (2) Subject of the Transaction: The
Established Company undertakes to transfer to the Founder 16,480,000,000
ordinary registered shares of the Company with the nominal value 1.00
rubles each, CONTD
CONT CONTD that constitute not less than 84% of the Companys charter Non-Voting
capital, and-the Founder undertakes to transfer to the Established
Company as contribution-to its charter capital 16,480,000,000 rubles,
including: - cash funds in the-amount of 2,880,000,000 rubles; - 258,700
ordinary registered shares of the-OJSC RTI-Systems Concern (PSRN
1027739299060, located at the address: Russia,-127083, Moscow, 10-1
Vosmogo Marta St.), which constitute 97% of the-authorized capital of
OJSC RTI- Systems Concern. (3) Payment procedure: within-2 (two) months
since the date of the state registration of OJSC RTI, given-the positive
opinion received from antimonopoly authorities of the
Russian-Federation. (4) Other conditions: common for transactions of
this type-conditions CONTD
CONT CONTD regarding guarantees, rights, obligations and responsibilities Non-Voting
of-parties, as well as other provisions, required by the type and/or the
legal-nature of the transactions, the specifics of the applicable law,
the-specifics of the business of the parties to the transactions
SMARTONE TELECOMMUNICATIONS HLDGS LTD
SECURITY G8219Z105 MEETING TYPE Special General Meeting
TICKER SYMBOL MEETING DATE 29-Mar-2011
ISIN BMG8219Z1059 AGENDA 702832090 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL Non-Voting
LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110310/LTN2
0110310317.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN" WILL BE Non-Voting
TREATED-THE SAME AS A "TAKE NO ACTION" VOTE.
1 To approve the increase in the authorised share capital of the Company Management For For
from HKD 100,000,000 to HKD 200,000,000
2 To approve the bonus issue of shares in the Company on the basis of one Management For For
share for every existing share in issue
3 To grant a general mandate to the Board of Directors to allot and issue Management For For
additional shares in the Company, not exceeding 20 percent. Of the
aggregate nominal share capital of the Company in issue at the date of
passing this Resolution
4 To extend the general mandate granted to the Board of Directors to Management For For
allot and issue shares by the addition of an amount representing the
aggregate nominal amount of the share capital of the Company repurchased
by the Company
5 To re-elect John Anthony Miller as Director Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD Non-Voting
DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 6
The Gabelli Utility Trust
M1 LTD
SECURITY Y6132C104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 07-Apr-2011
ISIN SG1U89935555 AGENDA 702859123 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 To receive and adopt the Directors' Report and Audited Accounts for the Management For For
year ended 31 December 2010
2 To declare a final tax exempt (one-tier) dividend of 7.7 cents and a Management For For
special tax exempt (one-tier) dividend of 3.5 cents per share for the
year ended 31 December 2010
3 To re-elect the following Director who retire in accordance with Management For For
Article 91 of the Company's Articles of Association and who, being
eligible, offer himself for re-election pursuant to Article 92: Mr Roger
Barlow
4 To re-elect the following Director who retire in accordance with Management For For
Article 91 of the Company's Articles of Association and who, being
eligible, offer himself for re-election pursuant to Article 92: Mr Chow
Kok Kee
5 To re-elect the following Director who retire in accordance with Management For For
Article 91 of the Company's Articles of Association and who, being
eligible, offer himself for re-election pursuant to Article 92: Mr
Jamaludin Ibrahim
6 To re-elect Mr Kannan Ramesh who, being appointed by the Board of Management For For
Directors after the last Annual General Meeting, retires in accordance
with Article 97 of the Company's Articles of Association and who, being
eligible, offers himself for re-election
7 To re-appoint Mr Reggie Thein to hold office until the next Annual Management For For
General Meeting pursuant to Section 153(6) of the Companies Act (Chapter
50)
8 To approve Directors' fees of SGD449,904 for the year ended 31 December Management For For
2010 (FY 2009: SGD399,589)
9 To re-appoint Messrs Ernst & Young LLP as Auditors and authorise the Management For For
Directors to fix their remuneration
10 That approval be and is hereby given to the Directors to offer and Management For For
grant options in accordance with the provisions of the M1 Share Option
Scheme ("the Scheme") and to allot and issue such shares as may be
issued pursuant to the exercise of options under the Scheme, provided
always that the aggregate number of shares to be issued pursuant to the
Scheme shall not exceed 10 per cent of the total number of issued
ordinary shares (excluding treasury shares) in the capital of the
Company from time to time
11 That authority be and is hereby given to the Directors of the Company Management For For
to: (a) (i) issue shares in the capital of the Company ("shares")
whether by way of rights, bonus or otherwise; and/or (ii) make or grant
offers, agreements or options (collectively, "Instruments") that might
or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures
or other instruments convertible into shares, at any time and upon such
terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and (b)
(notwithstanding the authority conferred by this Resolution may have
ceased to be in force) issue shares in pursuance of any Instrument made
or granted by the Directors while this Resolution was in force, provided
that: (1) the aggregate number of shares to be issued pursuant to this
Resolution (including shares to be issued in pursuance of Instruments
made or granted pursuant to this Resolution) does not exceed 50 per cent
of the total number of issued shares (excluding treasury shares) in the
capital of the Company (as calculated in accordance with sub-paragraph
(2) below), of which the aggregate number of shares to be issued other
than on a pro rata basis to shareholders of the Company (including
shares to be issued in pursuance of Instruments made or granted pursuant
to this Resolution) does not exceed 20 per cent of the total number of
issued shares (excluding treasury shares) in the capital of the Company
(as calculated in accordance with sub-paragraph (2) below); (2) (subject
to such manner of calculation as may be prescribed by the Singapore
Exchange Securities Trading Limited ("SGX-ST")) for the purpose of
determining the aggregate number of shares that may be issued under
sub-paragraph (1) above, the percentage of issued shares shall be based
on the total number of issued shares (excluding treasury shares) in the
capital of the Company at the time this Resolution is passed, after
adjusting for: (i) new shares arising from the conversion or exercise of
any convertible securities or share options or vesting of share awards
which are outstanding or subsisting at the time this Resolution is
passed; (ii) and any subsequent consolidation or subdivision of shares;
(3) in exercising the authority conferred by this Resolution, the
Company shall comply with the provisions of the Listing Manual of the
SGX-ST for the time being in force (unless such compliance has been
waived by the SGX-ST) and the Articles of Association for the time being
of the Company; and (4) unless revoked or varied by the Company in a
general meeting, the authority conferred by this Resolution shall
continue in force until the conclusion of the next Annual General
Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is the
earlier
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 7
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
12 That: (a) for the purposes of Sections 76C and 76E of the Companies Management For For
Act, Chapter 50 of Singapore (the "Companies Act"), the exercise by the
Directors of the Company of all the powers of the Company to purchase or
otherwise acquire issued ordinary shares fully paid in the capital of
the Company (the "Shares") not exceeding in aggregate the Maximum Limit
(as hereafter defined), at such price or prices as may be determined by
the Directors from time to time up to the Maximum Price (as hereafter
defined), (i) whether by way of: market purchase(s) on the Singapore
Exchange Securities Trading Limited (the "SGX-ST"); and/or (ii)
off-market purchase(s) (if effected otherwise than on the SGX-ST) in
accordance with any equal access scheme(s) as may be determined or
formulated by the Directors as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the Companies Act, and
otherwise in accordance with all other laws and regulations and rules of
the SGX-ST as may for the time being be applicable, be and is hereby
authorised and approved generally and unconditionally (the "Share
Purchase Mandate"); (b) unless revoked or varied by the Company in a
general meeting, the authority conferred on the Directors of the Company
pursuant to the Share Purchase Mandate may be exercised by the Directors
at any time and from time to time during the period commencing from the
date of the passing of this Resolution and expiring on the earlier of:
(i) the date on which the next Annual General Meeting of the Company is
held; and (ii) the date by which the next Annual General Meeting of the
Company is required by law to be held; (c) in this Resolution: "Average
Closing Price" means the average of the closing market prices of a Share
for the five consecutive market days on which the Shares are transacted
on the SGX-ST immediately preceding the date of a market purchase by the
Company or, as the case may be, the date of the making of the offer
pursuant to the off-market purchase, and deemed to be adjusted in
accordance with the listing rules of the SGX-ST for any corporate action
which occurs after the relevant five market days; "date of the making of
the offer" means the date on which the Company announces its intention
to make an offer for the purchase or acquisition of Shares from holders
of Shares, stating therein the purchase price (which shall not be more
than the Maximum Price calculated on the basis set out below) for each
Share and the relevant terms of the equal access scheme for effecting
the off-market purchase; "Maximum Limit" means that number of issued
Shares representing 10 per cent of the total number of issued Shares of
the Company as at the date of the passing of this Resolution (excluding
any Shares which are held as treasury shares as at that date); and
"Maximum Price", in relation to a Share to be purchased or acquired,
means the purchase price (excluding brokerage, stamp duties, commission,
applicable goods and services tax and other related expenses) which
shall not exceed: (i) in the case of a market purchase of a Share, 105
per cent of the Average Closing Price of the Shares; (ii) and in the
case of an off-market purchase of a Share pursuant to an equal access
scheme, 110 per cent of the Average Closing Price of the Shares; and (d)
the Directors of the Company and/or any of them be and are hereby
authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they and/or he may
consider expedient or necessary or in the interests of the Company to
give effect to this Resolution
13 That: (a) approval be and is hereby given, for the purposes of Chapter Management For For
9 of the listing manual of the Singapore Exchange Securities Trading
Limited (the "Listing Manual"), for the Company, its subsidiaries and
associated companies that are entities at risk (as that term is used in
Chapter 9 of the Listing Manual), or any of them, to enter into any of
the transactions falling within the types of interested person
transactions described in the circular to shareholders dated 23 March
2011 (the "Circular") with any party who is of the class of interested
persons described in the Circular, provided that such transactions are
made on normal commercial terms and in accordance with the review
procedures for such interested person transactions; (b) the approval
given in paragraph (a) above (the "Shareholders' Mandate") shall, unless
revoked or varied by the Company in a general meeting, continue in force
until the conclusion of the next Annual General Meeting of the Company;
(c) and the Directors of the Company and/or any of them be and are
hereby authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they and/or he may
consider expedient or necessary or in the interests of the Company to
give effect to the Shareholders' Mandate and/or this Resolution
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 8
The Gabelli Utility Trust
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE ExtraOrdinary General Meeting
TICKER SYMBOL MEETING DATE 13-Apr-2011
ISIN BE0003810273 AGENDA 702858195 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL Non-Voting
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
1 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the introduction of article 526bis in the Belgian Code of
Companies by the law of 17 December 2008 creating an audit committee in
listed companies and financial institutions. Proposal to modify Article
18, section 3, subsection 2 and 3, of the Articles of Association as
follows: replace "524(4)" by "526ter". Proposal to modify Article 25,
section 2, subsection 1, of the Articles of Association as follows:
After the words "The role of this Committee is", insert the words "to
perform the tasks laid down in Article 526bis of the Code of Companies
and more specifically" CONTD
CONT CONTD Proposal to modify Article 25, section 2, subsection 2, of the Non-Voting
Articles-of Association as follows: After the words "which must ensure
that" insert-the words "(i) the Committee is composed of non-executive
Board Members and-that (ii)"
2 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the introduction of article 526quater in the Belgian Code of
Companies by the law of 23 April 2010 strengthening corporate governance
for listed companies and state owned companies. Proposal to modify
Article 25, Section 2, Sub-section 3, of the Articles of Association as
follows: After the words "the Appointments and Remuneration Committee is
composed of "replace ": (1) the Chairman of the Board of Directors; (2)
two Independent Board members appointed in accordance with Article 18,
Section 3 of these Articles of Association and chosen by the Board of
Directors; and (3) a Board Member appointed in accordance with Article
18, Section CONTD
CONT CONTD 2, of these Articles of Association and chosen by the Board Non-Voting
of-Directors" by "minimum three and maximum five non-executive
Directors,-provided that the majority of the members of the Committee
need to be-independent Directors, appointed in accordance with Article
18, Section 3, of-these Articles of Association. The Chairman of the
Board of Directors is-Chairman of the Committee." After the words "the
Law of 21 March 1991" add-the words "and in article 526quater of the
Code of Companies"
3 Motion for a resolution: proposal to amend the articles of association Management No Action
in order to change the date of the Annual General Meeting from the
second Wednesday in April to the third Wednesday in April. Proposal to
amend Article 32, Sub-section 1, of the Articles of Association as
follows: Replace the word "second" by the word "third"
4 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 on the exercise of certain rights of
shareholders in listed companies, under the condition precedent of the
adoption, the publication and the entering into force of such law.
Proposal to amend Article 33 of the Articles of Association as follows:
Replace the existing text of the first sub-section by: "Notices
convening the general meetings include the legal mentions of article
533bis of the Code of Companies and must be published at least 30 days
before the meeting in the Belgian Official Gazette, in at least one
CONTD
CONT CONTD French-language and one Dutch-language national newspaper and via Non-Voting
media-of which it can be reasonably assumed that they can provide an
effective-distribution of the information within the European economic
area and which-are accessible in a fast and non-discriminatory way." In
the second-sub-section replace the word "fifteen" by "thirty". After the
fourth-sub-section insert a new sub-section with the following text:
"One or more-shareholders, who hold together, at least 3 % of the
Company's share capital,-can request to add items to be dealt with on
the agenda of the general-meeting and propose motions for resolutions
related to items included or to-be included on the agenda. Such requests
CONTD
CONT CONTD must comply with the requirements of article 533ter of the Code Non-Voting
of-Companies. The items and motions for resolution that are included in
the-agenda pursuant to this clause, are only discussed if the concerned
share of-the Company's share capital is registered according to Article
34 of these-Articles of Association"
5 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 on to the exercise of certain rights
of shareholders in listed companies, under the condition precedent of
the adoption, the publication and the entering into force of such law.
Proposal to amend Article 34 of the Articles of Association as follows:
Replace the existing text of the Article by: "Registration of shares and
notification of participation to the general meeting "Section 1 The
right to participate to a general meeting of the Company and to exercise
the right to vote is only granted based on an accounting CONTD
CONT CONTD registration of the shares in the name of the shareholder, on Non-Voting
the-fourteenth day before the general meeting at 12 PM Belgian time,
either by a-recording of these shares in the register of shareholders of
the Company,-either by recording them on the accounts of a recognized
account holder or-settlement institution, either by presenting the
bearer shares to a financial-institution, irrespective of the number of
shares the shareholder possesses-on the day of the general meeting. The
day and hour mentioned in this section-constitute the record date.
Section 2 The shareholder notifies the Company of-his intention to
participate to the general meeting, at the latest on the-sixth day
before the date of the CONTD
CONT CONTD meeting, in compliance with the formalities mentioned in the Non-Voting
convening-notice, and upon submission of the proof of registration
delivered to him by-the financial intermediary, the recognized account
holder or the settlement-institution. Section 3 In a register,
established by the Board of Directors,-for every shareholder who has
indicated that he intends to participate to the-general meeting, his
name, address or registered office, the number of shares-that he
possessed on the record date and for which he intends to participate-to
the general meeting, as well as a description of the
documents-establishing that he owned the shares on the record date"
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 9
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
6 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 on the exercise of certain rights of
shareholders in listed companies, under the condition precedent of the
adoption, the publication and the entering into force of such law.
Proposal to amend Article 35, sub-section 2, of the Articles of
Association as follows: Replace the existing text of sub-section 2 by:
"Any shareholder may issue a proxy - in writing or in electronic form -
to another person, be it a shareholder or not, to represent him at the
general meeting. The proxy must be signed by the shareholder. Such
proxies must be filed at least six days before the meeting concerned"
7 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 on the exercise of certain rights of
shareholders in listed companies, under the condition precedent of the
adoption, the publication and the entering into force of such law.
Proposal to modify Article 37 of the Articles of Association as follows:
Sub-section 1 becomes Section 1. Sub-section 2 becomes Section 2. In
Section 2, before the current text, add the CONTD
CONT CONTD following text: "For every decision the minutes record the number Non-Voting
of-shares for which valid votes are expressed, the percentage that these
shares-represent in the total share of capital, the total number of
valid votes, and-the number of votes in favor or against every decision,
as well as the number-of abstentions, if any"
8 Motion for a resolution: proposal to amend the articles of association, Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 on the exercise of certain rights of
shareholders in listed companies, under the condition precedent of the
adoption, the publication and the entering into force of such law.
Proposal to include an Article 38 bis in the Articles of Association
with the following text: "Article 38bis - Right to ask questions - As
soon as the notice convening the general meeting is published, the
shareholders, who comply with the formalities of Article 34 of these
Articles of Association, have the right to ask questions in writing to
the CONTD
CONT CONTD Directors, with respect to their report or to the items on the Non-Voting
agenda,-and to the auditors with respect to their report. Such questions
must be-filed at least six days before the meeting concerned. The
shareholders can-also ask oral questions during the meeting on the same
subjects
9 Motion for a resolution: proposal to amend the articles of association Management No Action
pursuant to the possible adoption of a Belgian Law implementing the EU
Directive 2007/36 of 11 July 2007 related to the exercise of certain
rights of shareholders in listed companies, under the condition
precedent of the adoption, the publication and the entering into force
of that law. Proposal to modify Article 39bis, of the Articles of
Association as follows: Replace the existing text of sub-section 1 by:
"All shareholders may vote by letter at any general meeting, using a
form of which the model is determined by the Company and that contains
the following information: (i) the name and address or registered office
of the CONTD
CONT CONTD shareholder; (ii) the number of shares the shareholder will Non-Voting
represent-when voting; (iii) the form of the shares; (iv) the agenda of
the meeting,-including the motions for a resolution; (v) the deadline
for the Company to-receive the form for voting by correspondence; (vi)
the signature of the-shareholder; (vii) a clear indication, for each
item on the agenda, of the-way he exercises his right of vote or
abstains. For the calculation of the-quorum, only the forms that are
received by the Company on the address-mentioned in the invitation, at
the latest the sixth day before the meeting,-are taken into account. In
sub-section 3, after the words "organizers can-control", add the words
"the capacity and the identity of the shareholder-and"
10 Motion for a resolution: proposal to grant all powers to the Secretary Management No Action
General, with the power of substitution, to ensure the coordination of
the Articles of Association to reflect the resolutions above. Proposal
for a resolution: grant all powers to the Secretary General, with the
power of substitution, to make available to the shareholders an
unofficial coordinated version of the Articles of Association -
including the amendments to the Articles of Association under condition
precedent - on the website www.belgacom.com
BELGACOM SA DE DROIT PUBLIC, BRUXELLES
SECURITY B10414116 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 13-Apr-2011
ISIN BE0003810273 AGENDA 702859957 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF-ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL Non-Voting
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
1 Examination of the annual reports of the Board of Directors of Belgacom Non-Voting
SA-under public law with regard to the annual accounts and consolidated
annual-accounts at 31 December 2010
2 Examination of the reports of the Board of Auditors of Belgacom SA Non-Voting
under-public law with regard to the annual accounts and of the Auditor
with regard-to the consolidated annual accounts at 31 December 2010
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 10
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
3 Examination of the information provided by the Joint Committee Non-Voting
4 Examination of the consolidated annual accounts at 31 December 2010 Non-Voting
5 Approval of the annual accounts with regard to the financial year Management No Action
closed on 31 December 2010, including the following allocation of the
results: Profit of the period available for appropriation EUR
324,369,280.43; Net transfers from the reserves available EUR
401,793,828.41; Profit to be distributed EUR 726,163,108.84;
Remuneration of capital (gross dividends) EUR 703,485,909.05; and Other
beneficiaries (Personnel) EUR 22,677,199.79. For 2010, the gross
dividend amounts to EUR 2.18 per share, entitling shareholders to a
dividend net of withholding tax of EUR 1.6350 per share, from which, on
10 December 2010, an interim CONTD
CONT CONTD dividend of EUR 0.50 (EUR 0.375 per share net of withholding tax) Non-Voting
was-paid; so that a gross dividend of EUR 1.68 per share (EUR 1.26 per
share net-of withholding tax) will be paid on 29 April 2011. The
ex-dividend date is-fixed on 26 April 2011, the record date on 28 April
2011 and the payment date-on 29 April 2011
6 To approve the Remuneration Report Management No Action Management No Action
7 Granting of a discharge to the members of the Board of Directors for Management No Action
the exercise of their mandate during the financial year closed on 31
December 2010
8 Granting of a special discharge to Mr. Philip Hampton for the exercise Management No Action
of his mandate until 14 April 2010
9 Granting of a discharge to the members of the Board of Auditors for the Management No Action
exercise of their mandate during the financial year closed on 31
December 2010
10 Granting of a discharge to Deloitte Statutory Auditors SC sfd SCRL Management No Action
represented by Mr. G. Verstraeten and Mr. L. Van Coppenolle for the
exercise of their mandate during the financial year closed on 31
December 2010
11 Acknowledgment of resignation of Mr. Georges Jacobs as member of the Non-Voting
Board.-Mr. Jacobs resigns for having reached the age limit of 70 years
12 To appoint, on proposal of the Board of Directors and in accordance Management No Action
with the recommendation of the Nomination and Remuneration Committee,
Mr. Pierre De Muelenaere as Board Member, for a period which will expire
at the annual general meeting of 2017
13 To set the remuneration for the mandate of Mr. Pierre De Muelenaere as Management No Action
follows: Fixed annual remuneration of EUR 25,000; Attendance fee of EUR
5,000 per Board meeting attended; Attendance fee of EUR 2,500 per Board
advisory committee meeting attended; EUR 2,000 per year to cover
communications costs
14 Miscellaneous Non-Voting
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 14-Apr-2011
ISIN US68554W2052 AGENDA 702902316 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' ONLY-FOR ALL RESOLUTIONS. THANK YOU.
O.1 The pre-approval and authorization of the entrance by the Company into Management No Action
financing arrangements funded by a member in the Company's majority
shareholder's group to provide funds for the redemption/payment of the
USD 750 million aggregate principal amount 7.875% senior notes due 2014
issued by Orascom Telecom Finance S.C.A. ("High Yield Notes") in
accordance with the terms and conditions of the indenture governing such
notes, for a price equal to the outstanding principal balance plus the
applicable redemption premium plus accrued but unpaid interest and other
costs owed at the time. Or, as an alternative to the actions described
in this item, the pre-approval and authorization of a shareholder loan
from a member in the Company's majority shareholder's group, to the
Company to facilitate a flow of funds to redeem in full the High Yield
Notes
O.2 The pre-approval and authorization of (i) the purchase by a member in Management No Action
the Company's majority shareholder's group, of the USD 2.5 billion
senior secured syndicated facility agreement dated 27 February 2006 (as
amended and restated pursuant to a supplemental agreement dated 14 April
2008 and as amended by an amendment letter dated 21 April 2008) (the
"Senior Facility Agreement") and other agreements related to the Senior
Facility Agreement, such purchase from the lenders to be made for a
price equal to the principal balance outstanding together with accrued
but unpaid interest and other costs owed at the time of the purchase;
(ii) the entrance by the Company into certain amendments and waivers
under the Senior Facility Agreement, and related agreements, to allow a
member of the Company's majority shareholder's group, by virtue of a
notice to the facility agent to make such purchase from the lenders; and
(iii) the entrance by the Company into certain amendments and waivers
under the Senior Facility Agreement, and related agreements, following
the accession thereof by a member in the Company's majority
shareholder's group, as the lender under the Senior Facility Agreement,
the terms and conditions of such amendments and waivers as described in
the refinancing plan set out in the notice to shareholders. Or, as an
alternative to the actions described in this item, the pre-approval of a
shareholder loan from a member in the Company's majority shareholder's
group, to the Company for use by the Company to repay in full the Senior
Facility Agreement (and to terminate and close-out the hedging
transactions which comprise part of the Senior Facility Agreement)
O.3 The pre-approval and authorization of (i) the purchase by a member in Management No Action
the Company's majority shareholder's group, of the USD 230,013,000
aggregate principal amount of secured equity linked notes due 2013
issued by Orascom Telecom Oscar S.A. ("Equity Linked Notes"), such
purchase to be made from the holders of such notes for a price equal to
the principal balance outstanding, together with the applicable premium
for payment and accrued but unpaid interest and other costs owed at the
time of the purchase; (ii) the entrance by the Company into certain
amendments and waivers on the Secured Equity Linked Notes to allow for
the purchase of each interest of the noteholders by a member in the
Company's majority shareholder's group; and (iii) the entrance by the
Company into certain amendments and waivers on the Secured Equity Linked
Notes following the purchase thereof by a member in the Company's
majority shareholder's group, the terms and conditions of each such
amendment and waiver as described in the refinancing plan set out in the
notice to shareholders. Or, as an alternative to the actions described
in this item, the pre-approval and authorization of a shareholder loan
from a member in the Company's majority shareholder's group, to the
Company for use by the Company to repay in full the Secured Equity
Linked Notes
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 11
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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O.4 The delegation of one or more members of the Board of Directors to Management No Action
undertake all actions and sign all agreements and documents that may be
necessary or advisable in relation to the implementation of any of the
resolutions taken by virtue of this ordinary general assembly
E.1 To approve the increase of the authorized capital of the Company to Management No Action
become EGP fourteen billion provided that in relation to any issued
capital increase within such authorized capital increase, the Board
shall abide by the following conditions:Any such issuance will only be
undertaken by the Company in order to repay debt; Such issuance shall be
consummated with reference to the fair market value per share rather
than the par value thereof. In accordance with EFSA regulations
governing any increase in issued capital at any price other than par
value per share, an Independent Financial Advisor registered with EFSA
will be appointed to give a fairness opinion on the fair market value of
the new shares to be issued, and the increase in issued capital will be
subject to EFSA approval; and Any potential increase in issued share
capital will take place in accordance with article 18 of the articles of
association of the Company which gives all shareholders of the Company a
pre-emption right to subscribe to any increase in issued share capital
on a pro-rata basis, based on their respective shareholding interests in
the Company; and the amendment of article (6) of the statutes of the
company as follows: The authorized capital of the company is EGP
fourteen billion EGP, the issued capital of the company is EGP
5,245,690,620 distributed over 5,245,690,620 shares with the par value
of each share being EGP 1 (all share are cash shares)
E.2 To approve the demerger of the Company whereby the Company will survive Management No Action
as Orascom Telecom Holding S.A.E. (the "Original Demerged Company") and
reduce its issued capital through the reduction of the nominal par value
of its shares while as a result of the split, a new holding company
named "Orascom Telecom Media and Technology Holding S.A.E." will be
formed (the "New Demerged Company")
E.3 To approve the split of assets, liabilities, shareholders equity, Management No Action
revenues and expenses between the Original Demerged Company and the New
Demerged Company according to the terms and conditions of the Plan of
the Detailed Split of Assets
E.4 To adopt of the following rationale for the demerger: To enable each Management No Action
shareholder to dispose separately of the investment of either the
Original Demerged Company or the New Demerged Company while retaining
the investments of the other company, in addition to increasing the
liquidity of the shares of both companies (subject any restrictions
applicable to certain shareholders under the applicable laws of foreign
jurisdictions)
E.5 To approve and ratify the draft Demerger Agreement including the Management No Action
following: (i) To conduct the demerger based on the book value of the
Company as per the financial statements dated 30/09/2010 taking into
consideration major transactions that took place since then; (ii) To
adopt 30/09/2010 as the reference date for the demerger and 25/05/2011
as the suggested execution date of the demerger; (iii) To amend articles
6 and 7 of the articles of incorporation of the Company to reflect the
amendment of the authorized capital of the Company to be EGP fourteen
billion and its issued capital to be EGP 3,147,414,372 distributed over
5,245,690,620 shares of a nominal value of EGP 0.60 each. The reduction
of the issued capital shall take place through the reduction of the par
value of the shares of the Company against the issuance of shares in the
New Demerged Company free from any payment, representing the reduction
in the issued capital of the Company, as mentioned below; (iv) To
approve the establishment contract and the articles of incorporation of
the New Demerged Company to be named Orascom Telecom Media and
Technology Holding S.A.E., its head quarters to be located on the 26th
floor, 2005a, Nile City Tower, South Tower, Corniche El Nil, Ramleat
Beaulac, Cairo, with an authorized capital amounting to EGP
2,098,276,248 and its issued capital amounting to EGP 2,098,276,248
distributed over 5,245,690,620 shares of a nominal value of EGP 0.40
each. Upon completion of the demerger, each shareholder of the Company
will receive, free from any payment and subject to applicable legal
restrictions, one share in the New Demerged Company held as of the last
trading date prior to the execution of the demerger as per the
shareholders list issued by Misr for Central Clearing, Depository and
Registry on the same date. The first board shall consist of five members
and its auditors shall be Mr. Kamel Magdy Saleh and Mr. Ehab Abu El Magd
E.6 To approve the continuation of the listing of the shares of the Orascom Management No Action
Telecom Holding S.A.E. following the demerger and amend its listing
accordingly. To also approve the listing of the shares of Orascom
Telecom Media and Technology Holding S.A.E. upon completion of the
demerger. Since all conditions required for such listing and
continuation of listing of the shares of the two entities will be
satisfied, accordingly to resolve that there is no need to set a
mechanism for compensation of shareholders for absence of listing
through share buy-back
E.7 To approve undertaking any required amendment to the existing GDR Management No Action
programs of the Company and the creation of a new GDR program in
relation to the New Demerged Company following its incorporation
E.8 Based on the refinancing plan that has been approved by the Ordinary Management No Action
General Assembly, the Company shall take all necessary actions to obtain
creditors approval and/or prepay any non consenting creditor
E.9 The approval and ratification of the separation agreement relating to Management No Action
the spin-off assets
E.10 The approval and ratification of the interim control agreement relating Management No Action
to the spin-off assets
E.11 The delegation of one or more members of the Board of Directors to Management No Action
undertake all actions and sign all agreements and documents that may be
necessary or advisable in relation to the implementation of any of the
resolutions taken by virtue of this extraordinary general assembly
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 12
The Gabelli Utility Trust
BOUYGUES SA
SECURITY F11487125 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 21-Apr-2011
ISIN FR0000120503 AGENDA 702819547 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE Non-Voting
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Proxy Non-Voting
Card-directly to the sub custodian. Please contact your Client
Service-Representative to obtain the necessary card, account details and
directions.-The following applies to Non-Resident Shareowners: Proxy
Cards: Voting-instructions will be forwarded to the Global Custodians
that have become-Registered Intermediaries, on the Vote Deadline Date.
In capacity as-Registered Intermediary, the Global Custodian will sign
the Proxy Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE Non-Voting
BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2011/0304/201103041100547.pdf AND ht-
tps://balo.journal-officiel.gouv.fr/pdf/2011/0401/201104011100932.pdf
O.1 Approval of the annual corporate financial statements and operations Management For For
for the financial year 2010
O.2 Approval of the consolidated financial statements and operations for Management For For
the financial year 2010
O.3 Allocation of income and setting the dividend Management For For
O.4 Approval of the regulated Agreements and Undertakings Management For For
O.5 Renewal of Mrs. Patricia Barbizet's term as Board member Management For For
O.6 Renewal of Mr. Herve Le Bouc's term as Board member Management For For
O.7 Renewal of Mr. Helman le Pas de Secheval's term as Board member Management For For
O.8 Renewal of Mr. Nonce Paolini's term as Board member Management For For
O.9 Authorization granted to the Board of Directors to allow the Company to Management For For
trade its own shares
E.10 Authorization granted to the Board of Directors to reduce the share Management For For
capital by cancellation of treasury shares held by the Company
E.11 Delegation of authority granted to the Board of Directors to increase Management For For
the share capital with preferential subscription rights, by issuing
shares or securities giving access to shares of the Company or a
subsidiary's
E.12 Delegation of authority granted to the Board of Directors to increase Management For For
the share capital by incorporation of premiums, reserves or profits
E.13 Delegation of authority granted to the Board of Directors to increase Management For For
the share capital by way of a public offer with cancellation of
preferential subscription rights, by issuing shares or securities giving
access to shares of the Company or a subsidiary's
E.14 Delegation of authority granted to the Board of Directors to issue, by Management For For
way of an offer pursuant to Article L.411-2, II of the Monetary and
Financial Code, shares and securities giving access to the capital of
the Company with cancellation of preferential subscription rights of
shareholders
E.15 Authorization granted to the Board of Directors to set the issue price Management For For
of equity securities to be issued immediately or in the future without
preferential subscription rights, according to the terms decided by the
General Meeting, by way of a public offer or an offer pursuant to
Article L.411-2, II of the Monetary and Financial Code
E.16 Authorization granted to the Board of Directors to increase the number Management For For
of securities to be issued in the event of capital increase with or
without preferential subscription rights
E.17 Delegation of powers granted to the Board of Directors to increase the Management For For
share capital, in consideration for in-kind contributions granted to the
Company and composed of equity securities or securities giving access to
the capital of another company, outside of public exchange offer
E.18 Delegation of authority granted to the Board of Directors to increase Management For For
the share capital, without preferential subscription rights, in
consideration for contributions of securities in case or public exchange
offer initiated by the Company
E.19 Delegation of authority granted to the Board of Directors to issue Management For For
shares as a result of the issuance of securities by a subsidiary, giving
access to shares of the Company
E.20 Delegation of authority granted to the Board of Directors to issue any Management For For
securities entitling to the allotment of debts securities
E.21 Delegation of authority granted to the Board of Directors to increase Management For For
the share capital in favor of employees or corporate officers of the
Company or related companies participating in a company savings plan
E.22 Authorization granted to the Board of Directors to grant options to Management For For
subscribe for or purchase shares
E.23 Delegation of authority granted to the Board of Directors to issue Management For For
equity warrants during a public offer involving stocks of the Company
E.24 Authorization granted to the Board of Directors to increase the share Management For For
capital during a public offer involving stocks of the Company
E.25 Powers for the formalities Management For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL Non-Voting
LINK. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 13
The Gabelli Utility Trust
VIVENDI SA
SECURITY F97982106 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 21-Apr-2011
ISIN FR0000127771 AGENDA 702819573 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE Non-Voting
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Proxy Non-Voting
Card-directly to the sub custodian. Please contact your Client
Service-Representative to obtain the necessary card, account details and
directions.-The following applies to Non-Resident Shareowners: Proxy
Cards: Voting-instructions will be forwarded to the Global Custodians
that have become-Registered Intermediaries, on the Vote Deadline Date.
In capacity as-Registered Intermediary, the Global Custodian will sign
the Proxy Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE Non-Voting
BY CLIC-KING ON THE MATERIAL URL LINK: https://balo.journal-
officiel.gouv.fr/pdf/2011/-0304/201103041100553.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/03-
30/201103301100972.pdf
O.1 Approval of the reports and annual financial statements for the Management For For
financial year 2010
O.2 Approval of the reports and consolidated financial statements for the Management For For
financial year 2010
O.3 Approval of the Statutory Auditors' special report on new regulated Management For For
Agreements and Undertakings concluded during the financial year 2010
O.4 Allocation of income for the financial year 2010, setting the dividend Management For For
and the date of payment
O.5 Renewal of Mr. Jean-Yves Charlier's term as Supervisory Board member Management For For
O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Board member Management For For
O.7 Renewal of Mr. Pierre Rodocanachi's term as Supervisory Board member Management For For
O.8 Appointment of the company KPMG SA as principal statutory auditor Management For For
O.9 Appointment of the company KPMG Audit Is SAS as deputy statutory Management For For
auditor
O.10 Authorization to be granted to the Executive Board to allow the Company Management For For
to purchase its own shares
E.11 Authorization to be granted to the Executive Board to reduce the share Management For For
capital by cancellation of shares
E.12 Authorization to be granted to the Executive Board to grant options to Management For For
subscribe for shares of the Company
E.13 Authorization to be granted to the Executive Board to carry out the Management For For
allocation of performance shares existing or to be issued
E.14 Delegation granted to the Executive Board to increase capital by Management For For
issuing ordinary shares or any securities giving access to the capital
with preferential subscription rights of shareholders
E.15 Delegation granted to the Executive Board to increase capital by Management For For
issuing ordinary shares or any securities giving access to the capital
without preferential subscription rights of shareholders
E.16 Authorization to be granted to the Executive Board to increase the Management For For
number of issuable securities in the event of surplus demand with a
capital increase with or without preferential subscription rights,
within the limit of 15% of the original issuance and within the limits
set under the fourteenth and fifteenth resolutions
E.17 Delegation granted to the Executive Board to increase the share Management For For
capital, within the limit of 10% of the capital and within the limits
set under the fourteenth and fifteenth resolutions, in consideration for
in-kind contributions of equity securities or securities giving access
to the capital of third party companies outside of a public exchange
offer
E.18 Delegation granted to the Executive Board to increase the share capital Management For For
in favor of employees and retired employees participating in the Group
Savings Plan
E.19 Delegation granted to the Executive Board to decide to increase the Management For For
share capital in favor of employees of Vivendi foreign subsidiaries
participating in the Group Savings Plan and to implement any similar
plan
E.20 Delegation granted to the Executive Board to increase the capital by Management For For
incorporation of premiums, reserves, profits or other amounts
E.21 Amendment of Article 10 of the Statutes "Organizing the Supervisory Management For For
Board", by adding a new 6th paragraph: Censors
E.22 Powers to accomplish the formalities Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 14
The Gabelli Utility Trust
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, R
SECURITY T3679P115 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 29-Apr-2011
ISIN IT0003128367 AGENDA 702919309 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 806416 DUE TO Non-Voting
RECEIPT OF DIRECTORS' NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 Financial statements as of December 31, 2010. Reports of the Board of Management For For
Directors, of the Board of Statutory Auditors and of the External
Auditors. Related resolutions. Presentation of the consolidated
financial statements for the year ended December 31, 2010
O.2 Allocation of the net income of the year Management For For
O.3 Determination of the number of the members of the Board of Directors Management For For
O.4 Determination of the term of the Board of Directors Management For For
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS Non-Voting
DIRECTORS, THERE-IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUC-TIONS FOR THIS MEETING WILL BE DISABLED
AND, IF YOU CHOOSE, YOU ARE REQUIRED T-O VOTE FOR ONLY 1 OF THE 2
SLATES. THANK YOU.
O.5.1 The slate filed by the Italian Ministry of Economy and Finance, which Shareholder Against For
owns approximately 31.24% of Enel SpA's share capital is composed of the
following candidates: 1. Mauro Miccio, 2. Paolo Andrea Colombo
(nominated for the Chairmanship), 3. Fulvio Conti, 4. Lorenzo Codogno,
5. Fernando Napolitano and 6. Gianfranco Tosi
O.5.2 The slate filed by a group of 19 mutual funds and other institutional Shareholder
investors (1), which together own approximately 0.98% of Enel SpA's
share capital is composed of the following candidates: 1. Angelo
Taraborrelli, 2. Alessandro Banchi and 3. Pedro Solbes
O.6 Election of the Chairman of the Board of Directors Management For For
O.7 Determination of the remuneration of the members of the Board of Management For For
Directors
O.8 Appointment of the External Auditors for the period 2011-2019 and Management For For
determination of the remuneration
E.1 Harmonization of the Bylaws with the provisions of: (a) Legislative Management For For
Decree of January 27, 2010, No. 27 concerning the participation to the
shareholders' meeting by electronic means; amendment of article 11 of
the Bylaws, and (b) Regulation concerning the transactions with related
parties, adopted by Consob with Resolution No. 17221 of March 12, 2010;
amendment of articles 13 and 20 of the Bylaws
HERA SPA, BOLOGNA
SECURITY T5250M106 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 29-Apr-2011
ISIN IT0001250932 AGENDA 702969467 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 800458 DUE TO Non-Voting
ADDITION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
1 Financial statement at 31/12/2010, management report, distribution of Management For For
profit proposal and board of auditors report. Any adjournment thereof
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO BE ELECTED AS Non-Voting
DIRECTORS, THERE-IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE
MEETING. THE STANDING INSTRUC-TIONS FOR THIS MEETING WILL BE DISABLED
AND, IF YOU CHOOSE, YOU ARE REQUIRED T-O VOTE FOR ONLY 1 OF THE 3
SLATES. THANK YOU.
2.1 Appointment of directors: The candidate slates for the Board of Shareholder Against For
directors presented by a group of shareholders ( with Daniele Manca as
president) representing 59,33%of the stock capital are: Tomaso Tommasi
di Vignano, Maurizio Chiarini, Giorgio Razzoli, Nicodemo Montanari,
Filippo Brandolini, Roberto Sacchetti, Valeriano Fantini, Rossella
Saoncella, Giancarlo Tonelli, Mauro Roda, Mara Bernardini, Luca
Mandrioli, Luigi Castagna, Fabio Giuliani
2.2 Appointment of directors: The candidate slates for the Board of Shareholder
directors presented by Em. Ro Popolare societa finanziaria di
partecipazioni, Finenergie International SA, Amaco S.r.l, Ing ferrari
Spa e fondazione Cassa di Risparmio di Carpi, representing 1,38 of the
stock capital is: Alberto Marri
2.3 Appointment of directors: The candidate slates for the Board of Shareholder
directors presented by a group of shareholders : Carimonte Holding,
Fondazione Cassa dei risparmi di Forl , Fondazione Cassa di risparmio di
Imola, Fondazione Cassa di risparmio di Modena e Gruppo Societa gas di
Rimini, representing 1% of the stock capital are: Enrico Giovanetti,
Bruno Tani, Marco Cammelli, Piergiuseppe Dolcini
3 Determination of emoluments of directors Management For For
0 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS AUDITORS, Non-Voting
THERE-IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE
STANDING INSTRUCT-IONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU
CHOOSE, YOU ARE REQUIRED TO-VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU
4.1 Appointment of auditors and of chairman of the board of auditors: The Shareholder Against For
candidate slates for internal Auditors presented by a group of
shareholders ( with Daniele Manca as president) representing 59,33%of
the stock capital are: Effective Auditors: Antonio Venturini, Elis
Dall'Olio; Alternate Auditors: Roberto Picone
4.2 Appointment of auditors and of chairman of the board of auditors: The Shareholder Against For
candidate slates for Internal Auditors presented by a group of
shareholders : Carimonte Holding, Fondazione Cassa dei risparmi di Forl
, Fondazione Cassa di risparmio di Imola, Fondazione Cassa di risparmio
di Modena e Gruppo Societa gas di Rimini, representing 1% of the stock
capital are: Effective Auditors: Sergio santi; Alternate Auditors:
Stefano Ceccacci
5 Determination of emoluments of auditors Management For For
6 Renewal of authorization to share buyback and disposal. Any adjournment Management For For
thereof
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 15
The Gabelli Utility Trust
GDF SUEZ, PARIS
SECURITY F42768105 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 02-May-2011
ISIN FR0010208488 AGENDA 702967526 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 806203 DUE TO Non-Voting
ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE Non-Voting
"FOR" AN-D "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Proxy Non-Voting
Card directly to the sub custodian. Please contact your Client Service
Representative-to obtain the necessary card, account details and
directions. The following applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded to the Global Custodians
that have become Registered Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the Global Custodian will sign
the Proxy Card and forward to the local custodian. If you are unsure
whether your Global Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE Non-Voting
BY CLIC-KING ON THE MATERIAL URL LINKS: https://balo.journal-
officiel.gouv.fr/pdf/2011-/0328/201103281100891.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/0-
413/201104131101250.pdf
O.1 Approval of transactions and annual financial statements for the Management For For
financial year 2010
O.2 Approval of the consolidated financial statements for the financial Management For For
year 2010
O.3 The shareholders' meeting approves the recommendations of the board of Management For For
directors and resolves that the income for the fiscal year be
appropriated as follows: income for the financial year ending on
December 31st 2010: EUR 857,580,006.00 retained earnings at December
31st 2010: EUR 15,684,887,218.00 distributable total: EUR
16,542,467,224.00 net dividends paid for the fiscal year 2010: EUR
3,353,576,920.00 net interim dividends of EUR 0.83 per share paid on
November 15th 2010: EUR 1,845,878,763.00to be set off against the
dividend of the fiscal year 2010 remainder of the net dividends to be
paid for the financial year 2010: EUR 1,507,698,157.00 the total amount
of the net dividends paid for the financial year 2010 i.e. EUR
3,353,576,920.00will be deducted as follows: from the income from the
said fiscal year up to: EUR 857,580,006.00 and from the prior retaining
earnings up to: EUR 2,495,996,914.00 the shareholders' meeting reminds
that a net interim dividend of EUR 0.83 per share was already paid on
November 15th 2010. The net remaining dividend of EUR 0.67 per share
will be paid in cash on may 9th 2011, and will entitle natural persons
to the 40 per cent allowance. In the event that the company holds some
of its own shares on such date, the amount of the unpaid dividend on
such shares shall be allocated to the other reserves account. as
required by law, it is reminded that, for the last three financial
years, the dividends paid, were as follows: EUR 1.26 for fiscal year
2007, EUR 2.20 for fiscal year 2008, EUR 1.47 for fiscal year 2009
O.4 Approval of the regulated Agreements pursuant to Article L. 225-38 of Management For For
the Commercial Code
O.5 Authorization to be granted to the Board of Directors to trade the Management For For
Company's shares
O.6 Renewal of Mr. Albert Frere's term as Board member Management For For
O.7 Renewal of Mr. Edmond Alphandery's term as Board member Management For For
O.8 Renewal of Mr. Aldo Cardoso's term as Board member Management For For
O.9 Renewal of Mr. Rene Carron's term as Board member Management For For
O.10 Renewal of Mr. Thierry de Rudder's term as Board member Management For For
O.11 Appointment of Mrs. Francoise Malrieu as Board member Management For For
O.12 Ratification of transfer of the registered office Management For For
E.13 Delegation of authority to the Board of Directors to decide to increase Management For For
share capital by issuing shares with cancellation of preferential
subscription rights in favor of employees participating in GDF SUEZ
Group savings plans
E.14 Delegation of authority to the Board of Directors to decide to increase Management For For
share capital with cancellation of preferential subscription rights in
favor of all entities created in connection with the implementation of
GDF SUEZ Group international employees stock ownership plan
E.15 Authorization to be granted to the Board of Directors to carry out free Management For For
allocation of shares in favor of employees and/or corporate officers of
the Company and/or Group companies
E.16 Powers to execute General Meeting's decisions and for formalities Management For For
A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Amendment Shareholder Against For
of Resolution 3 that will be presented by the Board of Directors at the
Combined General Meeting of May 2, 2011: Decision to set the amount of
dividends for the financial year 2010 at EUR 0.83 per share, including
the partial payment of EUR 0.83 per share already paid on November 15,
2010, instead of the dividend proposed under the third resolution
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 16
The Gabelli Utility Trust
MOBISTAR SA, BRUXELLES
SECURITY B60667100 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 04-May-2011
ISIN BE0003735496 AGENDA 702962273 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL Non-Voting
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
1 The general meeting approves the company's annual accounts for the Management No Action
financial year ended 31 December 2010, including the appropriation of
the results as presented with distribution of a gross dividend of four
euro and thirty cents (EUR 4.30) per share payable as follows: gross
payment of two euro and ninety cents (EUR 2.90) per share payable in
exchange for coupon No. 12 (ordinary dividend) as follows: "Ex date" on
17 May 2011; "Record date" on 19 May 2011; and "Payment date" on 20 May
2011. gross payment of one euro and forty cents (EUR 1.40) per share
payable in exchange for coupon No. 13 (extraordinary dividend) as
follows: "Ex date" on 16 August 2011; "Record date" on 18 August 2011;
and "Payment date" on 19 August 2011. An amount equal to one per cent
(1%) of the consolidated net result after taxes has been reserved for an
employee participation plan pursuant to the law of 22 May 2001 on the
participation of workers in the capital and profit of companies
2 The general meeting discharges the directors for fulfilling their Management No Action
mandate up to and including 31 December 2010
3 The general meeting discharges the statutory auditor for fulfilling his Management No Action
mandate up to and including 31 December 2010
4 The general meeting resolves to re-appoint Mr. Jan STEYAERT as director Management No Action
of the company for a term of three years. His mandate will expire after
the annual general meeting in 2014
5 The general meeting resolves to re-appoint Mrs. Brigitte Management No Action
BOURGOIN-CASTAGNET as director of the company for a term of three years.
Her mandate will expire after the annual general meeting in 2014
6 The general meeting resolves to re-appoint Mrs. Nathalie THEVENON-CLERE Management No Action
as director of the company for a term of three years. Her mandate will
expire after the annual general meeting in 2014
7 The general meeting resolves to re-appoint Mr. Bertrand DU BOUCHER Management No Action
director of the company for a term of three years. His mandate will
expire after the annual general meeting in 2014
8 The general meeting resolves to re-appoint Mr. Olaf MEIJER SWANTEE as Management No Action
director of the company for a term of three years. His mandate will
expire after the annual general meeting in 2014
9 The general meeting resolves to re-appoint Mr. Benoit SCHEEN as Management No Action
director of the company for a term of three years. His mandate will
expire after the annual general meeting in 2014
10 The general meeting resolves to re-appoint WIREFREE SERVICES BELGIUM Management No Action
SA, represented by Mr. Aldo CARDOSO as director of the company for a
term of three years. Its mandate will expire after the annual general
meeting in 2014
11 The general meeting resolves to proceed to the final appointment of Mr. Management No Action
Gerard RIES (co-opted by the Board of Directors on 15 December 2010, in
replacement of Mr Gervais PELLISSIER, resigning director) as director of
the company for a term of three years. His mandate will expire after the
annual general meeting in 2014
12 The general meeting resolves to re-appoint Mr. Eric DEKEULENEER as Management No Action
director of the company for a term of three years. His mandate will
expire after the annual general meeting in 2014. It appears from the
elements known by the company and from the statement made by Mr. Eric
DEKEULENEER that he meets the independence criteria set out in article
526ter of the Companies Code
13 The general meeting resolves to appoint CONSEILS GESTION ORGANISATION Management No Action
SA represented by Mr. Philippe DELAUNOIS as director of the company for
a term of three years. Its mandate will expire after the annual general
meeting in 2014. It appears from the elements known by the company and
from the statement made by CONSEILS GESTION ORGANISATION SA represented
by Mr. Philippe DELAUNOIS that they meet the independence criteria set
out in article 526ter of the Companies Code
14 The general meeting resolves to appoint SOGESTRA SPRL (company in the Management No Action
process of incorporation) represented by Mrs. Nadine ROZENCWEIG-LEMAITRE
as director of the company for a term of three years. Its mandate will
expire after the annual general meeting in 2014. It appears from the
elements known by the company and from the statement made by SOGESTRA
SPRL (company in the process of incorporation) represented by Mrs Nadine
ROZENCWEIG-LEMAITRE that they meet the independence criteria set out in
article 526ter of the Companies Code
15 The general meeting resolves to appoint Mr. Johan DESCHUYFFELEER as Management No Action
director of the company for a term of three years. His mandate will
expire after the annual general meeting in 2014. It appears from the
elements known by the company and from the statement made by Mr. Johan
DESCHUYFFELEER that he meets the independence criteria set out in
article 526ter of the Companies Code
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 17
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
16 On the proposal of the Board of Directors, the general meeting resolves Management No Action
as follows: The remuneration of each independent director is fixed at a
lump sum of thirty three thousand euro (EUR 33,000) per full financial
year. An additional remuneration of two thousand two hundred euro (EUR
2,200) will be granted for each meeting of a committee of the company
which the director concerned has personally attended. The payment of
this remuneration will be made (where applicable pro rata) after the
general meeting has approved the annual accounts for the relevant
financial year. The remuneration of the president of the Board of
Directors is fixed at a lump sum of sixty-six thousand euro (EUR 66,000)
per full financial year and for the entire duration of his mandate as
president. An additional remuneration of two thousand two hundred euro
(EUR 2,200) will be granted for each meeting of a committee of the
company of which the president is a member and which he has personally
attended. The payment of this remuneration will be made (where
applicable pro rata) after the general meeting has approved the annual
accounts for the relevant financial year. The mandate of the other
directors is not remunerated, pursuant to article 20 of the company's
by-laws and the company's Corporate Governance Charter
17 The general meeting resolves to apply the exception in article 520ter Management No Action
of the Companies Code (combined with article 525 of the Companies Code)
with respect to the variable remuneration of the members of the
executive management. It resolves, in particular, to maintain (and to
the extent necessary, to ratify the application of) the same
remuneration policy as that of preceding years for the members of the
executive management with respect to the variable part short term
("performance bonus"), the Strategic Letter and the LTI's as mentioned
in the remuneration report published by the company
18 On the recommendation of the audit committee and on the proposal of the Management No Action
Board of Directors, the general meeting resolves to appoint Deloitte
Bedrijfsrevisoren/Reviseurs d'Entreprises SC SCRL, represented by Mr.
Rik Neckebroeck as auditor of the company for a period of three years
expiring after the annual general meeting in 2014. The remuneration of
the auditor for the accomplishment of its statutory mission is fixed at
a lump sum of two hundred and sixteen thousand euro (EUR 216,000) per
year
19 The general meeting resolves to remove the transitional provision in Management No Action
article 12 of the company's by-laws
20 The general meeting resolves to replace the current text of article 13, Management No Action
3rd paragraph of the company's by-laws with the following text:
"Directors whose mandate has expired may be re-appointed, within the
limits set out by the Companies Code regarding re-appointment as an
independent director"
21 The general meeting resolves to replace the current text of article 16, Management No Action
2nd paragraph of the company's by-laws with the following text:
"Convocations must mention the place, date, time and agenda of the
meeting. They must be sent out in advance within a reasonable timeframe
by means of a letter, fax, e-mail or any other written means"
22 The general meeting resolves to replace the current text of article 16, Management No Action
4th paragraph of the company's by-laws with the following text: "Any
director may grant a proxy by letter, fax, e-mail or any other means to
another director to represent him/her/it at a meeting of the Board of
Directors"
23 The general meeting resolves to replace the current text of article 25, Management No Action
2nd paragraph of the company's by-laws with the following text: "The
conditions for the appointment of members of the management committee,
their dismissal, their remuneration, the duration of their mission and
the operational mode of the management committee, are determined by the
Board of Directors in accordance with the applicable provisions of the
Companies Code"
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 18
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
24 The general meeting resolves to replace the current text of article 26 Management No Action
of the company's by-laws with the following text: ARTICLE 26 -
REMUNERATION AND NOMINATION COMMITTEE The remuneration and nomination
committee assists the Board of Directors and is therefore notably
entrusted with the following duties: making proposals to the Board of
Directors on the remuneration policy for the directors, the members of
the management committee (if applicable) and the members of other
committees discussing the general management of the company as defined
in article 96 Section 3 of the Companies Code and, where applicable, on
the resultant proposals which must be submitted by the Board of
Directors to the shareholders; making proposals to the Board of
Directors on the individual remuneration of the directors, the members
of the management committee (if applicable) and the members of other
committees discussing the general management of the company as defined
in article 96 Section 3 of the Companies Code, including the variable
remuneration and long-term performance bonuses - whether or not
stock-related - in the form of stock options or other financial
instruments, and severance payments, and where applicable, on the
resultant proposals which are submitted by the Board of Directors to the
shareholders; drafting the Remuneration Report with a view to its
insertion by the Board of Directors in the Corporate Governance
Statement as defined in article 96 Section 2 of the Companies Code;
commenting on the Remuneration Report at the annual General Meeting;
providing recommendations to the Board of Directors on the nomination of
directors, the members of the management committee (if applicable) and
the members of other committees discussing the general management of the
company as defined in article 96 Section 3 of the Companies Code;
ensuring that the selection and evaluation procedures of the directors,
the members of the management committee (if applicable) and the members
of other committees discussing the general management of the company as
defined in article 96 Section 3 of the Companies Code, are carried out
in the most objective way possible. The remuneration and nomination
committee regularly reports to the Board of Directors on the exercise of
its duties. The remuneration and nomination committee must convene when
necessary for the proper operation of the committee, and at least twice
a year. The remuneration and nomination committee must at all times be
composed of at least three directors. All members of the remuneration
and nomination committee must be non-executive directors and a majority
of them must be independent directors within the meaning of the
Companies Code. Without prejudice to the foregoing, the said committee
is chaired by the chairman of the Board of Directors or by another
non-executive director. The members of the remuneration and nomination
committee are appointed and may be dismissed at any time by the Board of
Directors. The duration of the mandate of a member of the remuneration
and nomination committee may not exceed the duration of his/ her/its
mandate as a director
25 The general meeting resolves to replace the current text of article 31 Management No Action
of the company's by-laws with the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: ARTICLE 31 -
CONVOCATION The Board of Directors or the Auditor(s) convene(s) the
General Meeting. These convocations must at least contain the elements
set out in article 533bis of the Companies Code. The convocations are
issued in the form and within the deadlines prescribed by articles 533
and following of the Companies Code. The agenda must mention the
subjects which are to be treated, as well as the proposed resolutions.
The proposal of the audit committee with respect to the appointment or
re-appointment of the statutory auditor is listed in the agenda. Every
year, at least one General Meeting is held whose agenda includes, among
other things: discussion of the Management Report and Auditor(s)'(s)
Report, the vote on the Remuneration Report, discussion and approval of
the Annual Accounts, the appropriation of the results, the discharge to
be granted to the directors and to the auditor(s) and, if the case
arises, the appointment of director(s) and auditor(s) and prior approval
of any agreement entered into with an executive director, a member of
the management committee (if applicable) or a member of another
committee discussing the general management of the company as defined in
article 96 Section 3 of the Companies Code, containing a severance
payment exceeding 12 months of remuneration, or, on the reasoned advice
of the remuneration and nomination committee, exceeding 18 months of
remuneration. Persons who must be invited to a General Meeting pursuant
to the Companies Code, and who take part in a meeting or are represented
there, are considered to have been validly convened. These persons may,
before or after a General Meeting which they did not attend, renounce
the right to invoke a lack of convocation or any irregularity in the
convocation
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 19
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
26 The general meeting resolves to replace the current text of article 32 Management No Action
of the company's by-laws with the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: ARTICLE 32 -
ADMISSION The right to participate in the General Meeting and to vote is
subject to the registration of the shares in the name of the shareholder
on the fourteenth day preceding the General Meeting, at midnight
(Belgian time), or by the registration of registered shares in the
shareholders' register, or by their registration in the accounts of an
authorised custody account holder or clearing institution, regardless of
the number of shares held by the shareholder on the day of the General
Meeting. The day and hour set out in the first paragraph constitute the
record date. The shareholder notifies the company, or the person
designated by the company to this end, of his/her/its intention to
participate in the General Meeting, at the latest on the sixth calendar
day preceding the date of the General Meeting. In order to be admitted
to the General Meeting, the shareholder must in addition also be able to
prove his/her identity. The representative of a shareholder, who is a
legal person, must be able to present the documents proving his/her
capacity as company representative or proxy holder, at the latest before
the commencement of the General Meeting. Transitional provision The
owners of bearer shares must register on the record date by delivering
the bearer shares to one or more financial intermediaries designated by
the Board of Directors in the convocation, regardless of the number of
shares held by the shareholder on the day of the General Meeting. The
shareholder notifies the company, or the person designated by the
company to this end, of his/her/its intention to participate in the
General Meeting, at the latest on the sixth calendar day preceding the
date of the General Meeting. In order to be admitted to the General
Meeting, the shareholder must in addition also be able to prove his/her
identity. The representative of a shareholder, who is a legal person,
must be able to present the documents proving his/her capacity as
company representative or proxy holder, at the latest before the
commencement of the General Meeting
27 The general meeting resolves to replace the current text of article 33 Management No Action
of the company's by-laws with the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies, into Belgian law. ARTICLE 33 -
REPRESENTATION All shareholders having voting rights may vote personally
or by proxy. A shareholder may designate, for a given General Meeting,
only one person as a proxy holder, without prejudice to the exceptions
set out in the Companies Code. The proxy holder must not be a
shareholder. The designation of a proxy holder must take place in
writing and must be signed by the shareholder. The Board of Directors
may determine the form of the proxies in the convocation. The
notification of the proxy to the company must be done by letter, fax or
e-mail, in accordance with the modalities determined by the Board of
Directors in the convocation. The proxy must be received by the company
at the latest on the sixth calendar day preceding the date of the
General Meeting. Any proxy received by the company before the
publication of a revised agenda pursuant to article 533ter of the
Companies Code remains valid for the items covered by the proxy. As an
exception to the foregoing, with respect to the items on the agenda
which are the subject of newly submitted proposed resolutions pursuant
to article 533ter of the Companies Code, the proxy holder may, at the
general meeting, deviate from potential voting instructions given by
his/her/its principal if the accomplishment of these instructions would
risk compromising the interests of his/her/its principal. The proxy
holder must inform his/her/its principal of this fact
28 The general meeting resolves to replace the current text of article 35 Management No Action
of the company's by-laws with the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: ARTICLE 35
ADJOURNMENT The Board of Directors has the right, during the meeting, to
postpone the decision in relation to the approval of the annual accounts
of the company by five weeks. This postponement has no effect on the
other resolutions taken, except if the General Meeting resolves
otherwise. The Board of Directors must re-convene the General Meeting
within the five-week period in order to resolve the adjourned items on
the agenda. Formalities fulfilled in order to attend the first General
Meeting, including the registration of securities or the potential
notification of proxies or forms used to vote by correspondence, remain
valid for the second Meeting. New notifications of proxies or of forms
used to vote by correspondence will be authorised, within the deadlines
and under the conditions contained in the current by-laws. The General
Meeting may only be postponed once. The second General Meeting makes
final resolutions on the adjourned items on the agenda
29 The general meeting resolves to replace the current text of article 36, Management No Action
2nd paragraph of the company's by-laws with the following text, under
the suspensive condition of the adoption, the publication in the Belgian
Official Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: Holders of bonds,
warrants and certificates issued with the cooperation of the company may
attend the General Meeting, but only with an advisory vote. The right to
attend the General Meeting is subject to the same formalities as those
which are applicable in accordance with the provisions of the present
by-laws, to the shareholders, depending on the nature of the securities
concerned
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 20
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
30 The general meeting resolves to replace the current text of article 37 Management No Action
of the company's by-laws with the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: ARTICLE 37 -
DELIBERATION Before entering the meeting, an attendance list setting out
the names and the addresses of the shareholders as well as the number of
shares held by them, is signed by the shareholders or by their proxy
holders. An attendance list indicating the names and addresses of the
holder of bonds, warrants and certificates issued with the cooperation
of the company as well as the number of securities held by them, is also
signed by each of them or by their proxy holders. The General Meeting
cannot deliberate on points that are not contained in the agenda, unless
all shareholders are present or represented at the General Meeting and
unanimously resolve to deliberate on these points. The directors answer
the questions addressed to them by the shareholders at the meeting or in
writing with respect to their report or to other points on the agenda,
to the extent that the communication of data is not likely to cause
prejudice to the commercial interests of the company or to the
confidentiality obligations that the company or the directors have
committed to. The auditor(s) answer the questions addressed to them by
the shareholders, at the meeting or in writing with respect to his
(their) report, to the extent that the communication of data is not
likely to cause prejudice to the commercial interests of the company or
to the confidentiality obligations that the company, the directors or
the auditors have committed to. The shareholders have the right to ask
questions during the meeting or in writing. The written questions may be
addressed to the company by electronic means to the address mentioned in
the convocation to the General Meeting. The written questions must be
received by the company at the latest on the sixth calendar day
preceding the date of the General Meeting. Unless otherwise provided by
the law and the by-laws, the resolutions must be taken by a simple
majority of votes cast, regardless of the number of shares represented
at the meeting. Blank and invalid votes are not added to the votes cast.
The votes must be taken by a show of hands or by roll call, unless the
General Meeting resolves otherwise by a simple majority of votes cast.
The foregoing does not affect the right of each shareholder to vote by
correspondence, by means of a form made available by the company and
containing at least the elements set out in article 550 Section 2 of the
Companies Code. The form used to vote by correspondence must be received
by the company at the latest on the sixth calendar day preceding the
General Meeting. The form used to vote by correspondence addressed to
the company for a General Meeting is valid for the successive General
Meetings convened with the same agenda. Any form used to vote by
correspondence received by the company before the publication of a
revised agenda pursuant to article 533ter of the Companies Code remains
valid for the items on the agenda which are covered by it. By means of
an exception to the foregoing, the vote exercised with respect to an
item on the agenda which is the object of a newly proposed resolution in
application of article 533ter of the Companies Code, is null and void
31 The general meeting resolves to add a 3rd paragraph to article 38 of Management No Action
the company's by-laws by adding the following text, under the suspensive
condition of the adoption, the publication in the Belgian Official
Gazette and the entry into force of any legislation transposing
directive 2007/36/EC of 11 July 2007 on the exercise of certain rights
of shareholders in listed companies into Belgian law: The minutes must
at least contain the elements set out in article 546 of the Companies
Code and are published on the website of the company within fifteen
calendar days after the General Meeting
32 The general meeting confers on Mr. Johan VAN DEN CRUIJCE, with the Management No Action
right of substitution, all powers necessary to immediately proceed with
the coordination of the text of the company's by-laws in accordance with
the resolutions taken following the proposed resolutions nos. 19 to 24,
to sign it and to file it with the clerk of the relevant Commercial
Court, in accordance with the applicable legal provisions. The general
meeting also confers on Mr. Johan VAN DEN CRUIJCE, with the right of
substitution, all powers necessary to proceed with the coordination of
the text of the company's by-laws in accordance with the resolutions
taken following the proposed resolutions nos. 25 to 31, to sign it and
to file it with the clerk of the relevant Commercial Court, in
accordance with the applicable legal provisions, as soon as the
suspensive condition set out in the proposed resolutions is realised
33 Pursuant to article 556 of the Companies Code, the general meeting Management No Action
approves and, to the extent necessary, ratifies article 10.1 (i) of the
"Revolving Credit Facility Agreement" entered into on 22 December 2010
between the company and Atlas Services Belgium SA
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Court Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN GB0032836487 AGENDA 702859553 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING Non-Voting
TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE
TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY
THE ISSUER OR-ISSUERS AGENT.
1 Implement the Scheme of Arrangement Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 21
The Gabelli Utility Trust
ROLLS-ROYCE GROUP PLC, LONDON
SECURITY G7630U109 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN GB0032836487 AGENDA 702859565 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 To receive the Director's report and financial statements for the year Management For For
ended December 31, 2010
2 To approve the Director's remuneration report for the year ended Management For For
December 31, 2010
3 To re-elect Sir Simon Robertson as a director of the Company Management For For
4 To re-elect John Rishton as a director of the Company Management For For
5 To re-elect Helen Alexander CBE a director of the Company Management For For
6 To re-elect Peter Byrom as a director of the Company Management For For
7 To re-elect Iain Conn as a director of the Company Management For For
8 To re-elect Peter Gregson as a director of the Company Management For For
9 To re-elect James Guyette as a director of the Company Management For For
10 To re-elect John McAdam as a director of the Company Management For For
11 To re-elect John Neill CBE as a director of the Company Management For For
12 To re-elect Andrew Shilston as a director of the Company Management For For
13 To re-elect Colin Smith as a director of the Company Management For For
14 To re-elect Ian Strachan as a director of the Company Management For For
15 To re-elect Mike Terrett as a director of the Company Management For For
16 To re-appoint the auditors Management For For
17 To authorise the directors to agree the auditor's remuneration Management For For
18 To approve payment to shareholders Management For For
19 To authorise political donation and political expenditure Management For For
20 To approve the Rolls-Royce plc Share Purchase Plan Management For For
21 To approve the Rolls-Royce UK Share Save Plan Management For For
22 To approve the Rolls-Royce International Share Save Plan Management For For
23 To adopt amended Articles of Association Management For For
24 To authorise the directors to call general meetings on not less than 14 Management For For
clear day's notice
25 To authorise the directors to allot shares (s.551) Management For For
26 To disapply pre-emption rights (s.561) Management For For
27 To authorise the Company to purchase its own ordinary shares Management For For
28 To implement the Scheme of Arrangement Management For For
PORTUGAL TELECOM SGPS S A
SECURITY X6769Q104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 06-May-2011
ISIN PTPTC0AM0009 AGENDA 702929425 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS REQUIRES THE DISCLOSURE Non-Voting
OF-BENEFICIAL OWNER INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION
AND-VOTING. BROADRIDGE WILL DISCLOSE THE BENEFICIAL OWNER INFORMATION
FOR YOUR-VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE LAW DOES NOT PERMIT
BENEFICIAL-OWNERS TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS. OPPOSING
VOTES MAY BE-REJECTED SUMMARILY BY THE COMPANY HOLDING THIS BALLOT.
PLEASE CONTACT YOUR-CLIENT SERVICE REPRESENTATIVE FOR FURTHER DETAILS.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL Non-Voting
BE A-SECOND CALL ON 23 MAY 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.
1 To resolve on the management report, balance sheet and accounts for the Management For For
year 2010
2 To resolve on the consolidated management report, balance sheet and Management For For
accounts for the year 2010
3 To resolve on the proposal for application of profits Management For For
4 To resolve on a general appraisal of the company's management and Management For For
supervision
5 To resolve on an amendment to article 13 and article 17 of the articles Management For For
of association of the company
6 To resolve on the acquisition and disposal of own shares Management For For
7 To resolve, pursuant to article 8, number 4, of the articles of Management For For
association, on the parameters applicable in the event of any issuance
of bonds convertible into shares that may be resolved upon by the board
of directors
8 To resolve on the suppression of the pre-emptive right of shareholders Management For For
in the subscription of any issuance of convertible bonds as referred to
under item 7 hereof as may be resolved upon by the board of directors
9 To resolve on the issuance of bonds and other securities, of whatever Management For For
nature, by the board of directors, and notably on the fixing of the
value of such securities, in accordance with articles 8, number 3 and
15, number 1, paragraph e), of the articles of association
10 To resolve on the acquisition and disposal of own bonds and other own Management For For
securities
11 To resolve on the statement of the compensation committee on the Management For For
remuneration policy for the members of the management and supervisory
bodies of the company
12 To resolve on the ratification of the appointment of new members of the Management For For
board of directors to complete the 2009-2011 term-of-office
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 22
The Gabelli Utility Trust
ENDESA SA, MADRID
SECURITY E41222113 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 09-May-2011
ISIN ES0130670112 AGENDA 702971880 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL Non-Voting
BE A-SECOND CALL ON 09 MAY 2011 AT 12:31 PM. CONSEQUENTLY, YOUR VOTING-
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED.-THANK YOU.
1 Examination and approval, if any, of the individual financial Management For For
statements of Endesa, SA (Balance Sheet, Profit and Loss Account,
Statement of Changes in Equity, Cash Flow Statement and Notes), as well
as of the consolidated financial statements of Endesa, SA and
Subsidiaries (Consolidated Balance Sheet, Profit and Loss Account
Consolidated Consolidated Result Global, Statement of Changes in Equity
Consolidated Cash Flow Statement Consolidated Report) for the year ended
December 31, 2010
2 Examination and approval, where appropriate, the individual management Management For For
report of Endesa, SA and Consolidated Management Report of Endesa, SA
and Subsidiaries for the year ended December 31, 2010
3 Examination and approval, if any, of the Social Management for the year Management For For
ended December 31, 2010
4 Examination and approval, if applicable, the allocation of profits and Management For For
the distribution of dividends for the year ended December 31, 2010
5 Re-election of Director, Mr. Borja Prado Eulate Management For For
6 Revocation and Appointment of Auditors Management For For
7.1 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 8 of the Bylaws. Non-voting, redeemable and
preference
7.2 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 11 of the Bylaws. Modalities of the increase
7.3 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 12 of the Bylaws. Delegation to managers of
increased social capital
7.4 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 14 of the Bylaws. Exclusion of pre- emptive
rights
7.5 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 15 of the Bylaws. Reduction of social capital
7.6 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 16 of the Bylaws. Issuance of bonds
7.7 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 22 of the Bylaws. Convocation of the General
Board
7.8 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 23 of the Bylaws. Convening authority and
obligation
7.9 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 26 of the Bylaws. Special agreements.
Constitution
7.10 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 33 of the Bylaws. Right to information
7.11 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 36 of the Bylaws. Board of Directors. General
functions
7.12 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 40 of the Bylaws. Remuneration
7.13 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 42 of the Bylaws. Incompatibilities of the
Directors
7.14 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 44 of the Bylaws. Constitution of the Council
7.15 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 51 of the Bylaws. Audit and Compliance
Committee
7.16 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Amend Article 54 of the Bylaws. Contents of the annual
accounts
7.17 Modification of adaptation to the latest legislative reforms of the Management For For
Association: Approve the revised text of the Bylaws
8.1 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 3 of the General Meeting Regulations.
Advertising
8.2 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 7 of the General Meeting Regulations.
Convening authority and obligation
8.3 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 8 of the General Meeting Regulations.
Publication and notice of meeting
8.4 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 9 of the General Meeting Regulations.
Right to information
8.5 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 10 of the General Meeting
Regulations. Right to attend
8.6 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 11 of the General Meeting
Regulations. Representation
8.7 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: Amend Article 24 of the General Meeting
Regulations. Publication
8.8 Modification of adaptation to the latest legislative reforms of the Management For For
General Regulations: To approve the revised text of the General Meeting
Regulations
9 Annual Report on Remuneration of Directors for the advisory vote Management For For
10 Delegation to the Board of Directors for the execution and development Management For For
of resolutions adopted by the Board, so as to substitute the powers
received from the Board and granting of powers to a public deed and
registration of such agreements and for correction, if necessary
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE Non-Voting
RECORD DATE-. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 23
The Gabelli Utility Trust
TELE2 AB
SECURITY W95878117 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-May-2011
ISIN SE0000314312 AGENDA 702969544 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 788656 DUE TO Non-Voting
CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A Non-Voting
VALID VOTE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL Non-Voting
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
1 Opening of the Meeting Non-Voting
2 Election of lawyer Wilhelm Luning as Chairman of the Annual General Non-Voting
Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to check and verify the minutes Non-Voting
6 Determination of whether the Annual General Meeting has been duly Non-Voting
convened
7 Statement by the Chairman of the Board on the work of the Board of Non-Voting
Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of Annual Report, Auditors' Report and the consolidated Non-Voting
financial-statements and the auditors' report on the consolidated
financial statements
10 Resolution on the adoption of the income statement and Balance Sheet Management For For
and of the consolidated income statement and the consolidated Balance
Sheet
11 Resolution on the proposed treatment of the Company's unappropriated Management For For
earnings or accumulated loss as stated in the adopted Balance Sheet
12 Resolution on the discharge of liability of the directors of the Board Management For For
and the Chief Executive Officer
13 Determination of the number of directors of the Board Management For For
14 Determination of the remuneration to the directors of the Board and the Management For For
auditor
15 The Nomination Committee proposes, for the period until the close of Management For For
the next Annual General Meeting, the re-election of Mia Brunell Livfors,
John Hepburn, Mike Parton, John Shakeshaft, Cristina Stenbeck, Lars
Berg, Erik Mitteregger and Jere Calmes as directors of the Board. The
Nomination Committee proposes that the Annual General Meeting shall
re-elect Mike Parton as Chairman of the Board of Directors. Furthermore,
it is proposed that the Board of Directors at the Constituent Board
Meeting appoints an Audit Committee and a Remuneration Committee within
the Board of Directors. The Nomination Committee's motivated opinion
regarding proposal of the Board of Directors is available at the
Company's website, www.tele2.com
16 Approval of the procedure of the Nomination Committee Management For For
17 Resolution regarding Guidelines for remuneration to the senior Management For For
executives
18a Resolution regarding incentive programme comprising the following Management For For
resolution: adoption of an incentive programme
18b Resolution regarding incentive programme comprising the following Management For For
resolution: authorisation to resolve to issue Class C shares
18c Resolution regarding incentive programme comprising the following Management For For
resolution: authorisation to resolve to repurchase own Class C shares
18d Resolution regarding incentive programme comprising the following Management For For
resolution: transfer of own Class B shares
19 Resolution to authorise the Board of Directors to resolve on repurchase Management For For
of own shares
20 Resolution on amendment of the Articles of Association Management For For
21 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Shareholder's proposal to resolve up on appointing an independent
examiner to investigate the Company's customer policy in accordance with
Chapter 10, Section 21 of the Companies Act
22 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Shareholder's proposal to resolve up on appointing an independent
examiner to investigate the Company's investor relations policy in
accordance with Chapter 10, Section 21 of the Companies Act
23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Shareholder's proposal to establish a customer ombudsman function
24 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Shareholder's proposal regarding an annual evaluation of the Company's
"work with gender equality and ethnicity"
25 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Shareholder Against For
Shareholder's proposal regarding "separate General Meetings"
26 Closing of the Meeting Non-Voting
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 24
The Gabelli Utility Trust
INVESTMENT AB KINNEVIK, STOCKHOLM
SECURITY W4832D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 16-May-2011
ISIN SE0000164626 AGENDA 702973480 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 788740 DUE TO Non-Voting
DELETION OF-RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A Non-Voting
VALID VOTE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL Non-Voting
VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS
AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
1 Opening of the Meeting Non-Voting
2 The Nomination Committee proposes that the lawyer Wilhelm Luning is Non-Voting
appointed-to be the Chairman of the Annual General Meeting
3 Preparation and approval of the voting list Non-Voting
4 Approval of the agenda Non-Voting
5 Election of one or two persons to check and verify the minutes Non-Voting
6 Determination of whether the Annual General Meeting has been duly Non-Voting
convened
7 Statement by the Chairman of the Board on the work of the Board of Non-Voting
Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of the Annual Report and Auditor's Report and of the Group Non-Voting
Annual-Report and the Group Auditor's Report
10 Resolution on the adoption of the Profit and Loss Statement and the Management For For
Balance Sheet and of the Group Profit and Loss Statement and the Group
Balance Sheet
11 Resolution on the proposed treatment of the Company's unappropriated Management For For
earnings or accumulated loss as stated in the adopted Balance Sheet
12 Resolution on the discharge of liability of the directors of the Board Management For For
and the Chief Executive Officer
13 The Nomination Committee proposes that the Board of Directors shall Management For For
consist of seven directors and no deputy directors
14 The Nomination Committee proposes that the Annual General Meeting Management For For
resolve to increase the total Board remuneration from SEK 3,875,000 to
SEK 4,325,000 for the period until the close of the next Annual General
Meeting in 2012. The proposal includes SEK 1,000,000 to be allocated to
the Chairman of the Board, SEK 450,000 to each of the directors of the
Board and total SEK 625,000 for the work in the committees of the Board
of Directors. The Nomination Committee proposes that for work within the
Audit Committee SEK 150,000 shall be allocated to the Chairman and SEK
75,000 to each of the other three members. For work within the
Remuneration Committee SEK 50,000 shall be allocated to the Chairman and
SEK 25,000 to each of the other three members. Finally, the Nomination
Committee proposes that for work within the New Ventures Committee SEK
25,000 shall be allocated to each of the five members. Furthermore,
remuneration to the auditor shall be paid in accordance with approved
invoices
15 The Nomination Committee proposes, for the period until the close of Management For For
the next Annual General Meeting, the re-election of Vigo Carlund,
Wilhelm Klingspor, Erik Mitteregger, Allen Sangines-Krause and Cristina
Stenbeck as directors of the Board. The Nomination Committee proposes
the election of Tom Boardman and Dame Amelia Fawcett as new directors of
the Board. John Hewko and Stig Nordin have informed the Nomination
Committee that they decline re-election at the Annual General Meeting.
The Nomination Committee proposes that the Meeting shall re-elect
Cristina Stenbeck as Chairman of the Board of Directors. Furthermore, it
is proposed that the Board of Directors at the Constituent Board Meeting
appoints an Audit Committee, a Remuneration Committee and a New Ventures
Committee within the Board of Directors
16 Approval of the procedure of the Nomination Committee Management For For
17 Resolution regarding Guidelines for remuneration to the senior Management For For
executives
18 Resolution regarding incentive programme comprising the following Management For For
resolutions: (a) adoption of an incentive programme; (b) authorisation
to resolve to issue Class C shares; (c) authorisation to resolve to
repurchase Class C shares; (d) transfer of Class B shares
19 Resolution to authorise the Board of Directors to resolve on repurchase Management For For
of own shares
20 Resolution on amendment of the Articles of Association Management For For
21 Closing of the Meeting Non-Voting
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 25
The Gabelli Utility Trust
ORASCOM TELECOM S A E
SECURITY 68554W205 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 17-May-2011
ISIN US68554W2052 AGENDA 703067199 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE
1 Ratification and approval of the BoD's report on the Company's activity Management No Action
during the fiscal year ended December 31, 2010
2 Approval of the financial statements of the fiscal year ended December Management No Action
31, 2010, and ratification of the general balance-sheet and the profits
and loss accounts of the fiscal year ended December 31, 2010
3 Ratification of the Auditor's report of the fiscal year ended December Management No Action
31, 2010
4 Consideration of the proposal made regarding the distribution of Management No Action
profits of the fiscal year ended December 31, 2010
5 Discharging the Chairman and the Board Members regarding the fiscal Management No Action
year ended December 31, 2010
6 Approval and specification of the BM's compensation and allowances Management No Action
regarding the fiscal year ending December 31, 2011
7 Appointment of the Company's Auditor during the year ending December Management No Action
31, 2011, and determining his annual professional fees
8 Approving the related parties' transactions for year 2011 with Management No Action
subsidiaries and affiliates
9 Delegation of the BoD to conclude loans and mortgages and to issue Management No Action
securities for lenders regarding the Company and its subsidiaries and
affiliates
10 Approval and recognition of the donations made during the fiscal year Management No Action
2010, and authorization of the BoD to make donations during the fiscal
year 2011
11 Consideration of the approval of the amendments introduced to the BoD's Management No Action
constitution
HUTCHISON TELECOMMUNICATIONS HONG KONG HOLDINGS LT
SECURITY G4672G106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 19-May-2011
ISIN KYG4672G1064 AGENDA 702901566 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR Non-Voting
'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL Non-Voting
LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110401/LTN2
01104011462.pdf
1 To receive and consider the audited financial statements and the Management For For
reports of the directors and auditor for the year ended 31 December 2010
2 To declare a final dividend Management For For
3.a To re-elect Mr Fok Kin-ning, Canning as a director Management For For
3.b To re-elect Mr Lai Kai Ming, Dominic as a director Management For For
3.c To re-elect Mr Cheong Ying Chew, Henry as a director Management For For
3.d To authorise the board of directors to fix the directors' remuneration Management For For
4 To re-appoint PricewaterhouseCoopers as the auditor and to authorise Management For For
the board of directors to fix the auditor's remuneration
5.1 Ordinary resolution on item 5(1) of the Notice of the Meeting (To grant Management For For
a general mandate to the directors of the Company to issue additional
shares)
5.2 Ordinary resolution on item 5(2) of the Notice of the Meeting (To grant Management For For
a general mandate to the directors of the Company to repurchase shares
of the Company)
5.3 Ordinary resolution on item 5(3) of the Notice of the Meeting (To Management For For
extend the general mandate to the directors of the Company to issue
additional shares)
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 26
The Gabelli Utility Trust
SUEZ ENVIRONNEMENT COMPANY, PARIS
SECURITY F4984P118 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 19-May-2011
ISIN FR0010613471 AGENDA 702961966 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
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CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE Non-Voting
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Proxy Non-Voting
Card-directly to the sub custodian. Please contact your Client
Service-Representative to obtain the necessary card, account details and
directions.-The following applies to Non-Resident Shareowners: Proxy
Cards: Voting-instructions will be forwarded to the Global Custodians
that have become-Registered Intermediaries, on the Vote Deadline Date.
In capacity as-Registered Intermediary, the Global Custodian will sign
the Proxy Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE Non-Voting
BY-CLICKING ON THE MATERIAL URL LINK:-https://balo.journal-
officiel.gouv.fr/pdf/2011/0413/201104131101270.pdf
O.1 Approval of the corporate financial statements for the financial year Management For For
ended December 31, 2010
O.2 Approval of the consolidated financial statements for the financial Management For For
year ended December 31, 2010
O.3 Allocation of income for the financial year ended December 31, 2010 Management For For
O.4 Option to pay dividend in shares Management For For
O.5 Approval of the regulated Agreements and Commitments pursuant to Management For For
Articles L. 225-38 et seq. and L.225-42-1 of the Commercial Code
O.6 Ratification of the registered office transfer Management For For
O.7 Ratification of the cooptation of Mrs. Penelope Chalmers-Small as Board Management For For
member
O.8 Appointment of Mrs. Valerie Bernis as Board member Management For For
O.9 Appointment of Mr. Nicolas Bazire as Board member Management For For
O.10 Appointment of Mr. Jean-Francois Cirelli as Board member Management For For
O.11 Appointment of Mr. Lorenz d'este as Board member Management For For
O.12 Appointment of Mr. Gerard Lamarche as Board member Management For For
O.13 Appointment of Mr. Olivier Pirotte as Board member Management For For
O.14 Authorization to allow the Company to trade its own shares Management For For
E.15 Authorization to be granted to the Board of Directors to reduce share Management For For
capital by cancellation of treasury shares of the Company
E.16 Delegation of authority granted to the Board of Directors to carry out Management For For
a share capital increase, with cancellation of preferential subscription
rights, in favor of a given category (ies) of designated beneficiaries
as part of the implementation of international employee share ownership
and savings plans of the Suez Environnement Group
E.17 Powers to accomplish all formalities Management For For
TELEKOM AUSTRIA AG, WIEN
SECURITY A8502A102 MEETING TYPE Ordinary General Meeting
TICKER SYMBOL MEETING DATE 19-May-2011
ISIN AT0000720008 AGENDA 702974735 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 Presentation annual report Management For For
2 Approval of usage of earnings Management For For
3 Approval of discharge of bod Management For For
4 Approval of discharge of supervisory Board Management For For
5 Approval of remuneration of supervisory Board Management For For
6 Election auditor Management For For
7 Election to the supervisory Board (split) Management For For
8 Report on buy back of own shs Management For For
9 Approval of buyback Management For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION IN THE TEXT OF Non-Voting
THE RES-OLUTION 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS P-ROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
NTT DOCOMO,INC.
SECURITY J59399105 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 17-Jun-2011
ISIN JP3165650007 AGENDA 703101864 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Expand Business Lines Management For For
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
4.1 Appoint a Corporate Auditor Management For For
4.2 Appoint a Corporate Auditor Management For For
4.3 Appoint a Corporate Auditor Management For For
4.4 Appoint a Corporate Auditor Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 27
The Gabelli Utility Trust
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
SECURITY J59396101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 23-Jun-2011
ISIN JP3735400008 AGENDA 703115558 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- ------------------------------------------ ---------- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Corporate Auditor Management For For
2.2 Appoint a Corporate Auditor Management For For
2.3 Appoint a Corporate Auditor Management For For
2.4 Appoint a Corporate Auditor Management For For
2.5 Appoint a Corporate Auditor Management For For
PT INDOSAT TBK
SECURITY Y7130D110 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 24-Jun-2011
ISIN ID1000097405 AGENDA 703159497 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 To approve the annual report and to ratify the company's financial Management For For
statement ended December 31, 2010
2 To approve the allocations of net profit for reserve funds, dividends Management For For
and other purposes and to approve the determination of the amount, time
and manner of the payment of dividends for the financial year ended
December 31, 2010
3 To determine the remuneration for the board of commissioners of the Management For For
company for 2011
4 To approve the appointment of the company's independent auditor for the Management For For
financial year ending December 31,2011
5 To approve changes to the composition of the board commissioners and Management For For
or/directors
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN YEAR IN RESOLUTION Non-Voting
1. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLE-SS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
JSFC SISTEMA
SECURITY 48122U204 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 25-Jun-2011
ISIN US48122U2042 AGENDA 703183842 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
1 To approve the meeting procedure Management For For
2 To approve the Annual report, Annual accounting reports, including the Management For For
profit and loss account of the Company for 2010
3 Approve the following allocation of net profit of the Company for the Management For For
year 2010:- 2,509,000,000,00 roubles shall be paid out as dividends. -To
pay a dividend in the amount 0,26 roubles per ordinary share of the
Company by banking transfer of the corresponding amounts to the bank
accounts indicated by the shareholders of the Company.-To determine the
term for the dividend payout of not more that 60 days since the decision
to pay out dividends has been taken by the Annual general meeting of
shareholders of the Company
4 To determine the number of members of the Board of Directors as 12 Management For For
members
5.1 Election of Natalia Demeshkina as a member of the Revision Commission Management For For
5.2 Election of Alexey Krupkin as a member of the Revision Commission Management For For
5.3 Election of Ekaterina Kuznetsova as a member of the Revision Commission Management For For
CMMT PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING Non-Voting
THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR
THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE DIRECTOR WILL BE
CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE
ANY QUESTIONS.
6.1 Election of Alexander Goncharuk as a member of the Board of Directors Management For For
of Sistema Joint Stock Financial Corporation
6.2 Election of Vladimir Evtushenkov as a member of the Board of Directors Management For For
of Sistema Joint Stock Financial Corporation
6.3 Election of Ron Sommer as a member of the Board of Directors of Sistema Management For For
Joint Stock Financial Corporation
6.4 Election of Dmitry Zubov as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.5 Election of Vyacheslav Kopiev as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.6 Election of Robert Kocharyan as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.7 Election of Roger Mannings a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.8 Election of Leonid Melamed as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.9 Election of Evgeny Novitsky as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.10 Election of Serge Tchuruk as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.11 Election of Michael Shamolin as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
6.12 Election of David Yakobashvili as a member of the Board of Directors of Management For For
Sistema Joint Stock Financial Corporation
7.1 Approve CJSC BDO as the auditor to perform the audit for 2011 in line Management For For
with the Russian Accounting Standards
7.2 Approve CJSC Deloitte and Touche CIS as the auditor to perform the Management For For
audit for 2011 in line with the US GAAP international standards
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 28
The Gabelli Utility Trust
ALSTOM, PARIS
SECURITY F0259M475 MEETING TYPE MIX
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN FR0010220475 AGENDA 703050916 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE Non-Voting
"FOR"-AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT French Resident Shareowners must complete, sign and forward the Proxy Non-Voting
Card-directly to the sub custodian. Please contact your Client
Service-Representative to obtain the necessary card, account details and
directions.-The following applies to Non-Resident Shareowners: Proxy
Cards: Voting-instructions will be forwarded to the Global Custodians
that have become-Registered Intermediaries, on the Vote Deadline Date.
In capacity as- Registered Intermediary, the Global Custodian will sign
the Proxy Card and-forward to the local custodian. If you are unsure
whether your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE Non-Voting
BY CLIC-KING ON THE MATERIAL URL LINKS: https://balo.journal-
officiel.gouv.fr/pdf/2011-/0509/201105091102076.pdf AND
https://balo.journal-officiel.gouv.fr/pdf/2011/0-
610/201106101103537.pdf
O.1 Approval of the corporate financial statements and operations for the Management For For
financial year ended March 31, 2011
O.2 Approval of the consolidated financial statements and operations for Management For For
the financial year ended March 31, 2011
O.3 Allocation of income Management For For
O.4 Renewal of term of Mr. Patrick Kron as Board member Management For For
O.5 Renewal of term of Mrs. Candace Beinecke as Board member Management For For
O.6 Renewal of term of Mr. Jean-Martin Folz as Board member Management For For
O.7 Renewal of term of Mr. James W. Leng as Board member Management For For
O.8 Renewal of term of Mr. Klaus Mangold as Board member Management For For
O.9 Renewal of term of Mr. Alan Thomson as Board member Management For For
O.10 Authorization to be granted to the Board of Directors to trade Management For For
Company's shares
E.11 Authorization to be granted to the Board of Directors to reduce capital Management For For
by cancellation of shares
E.12 Powers to implement decisions of the General Meeting and to accomplish Management For For
all formalities
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL. Non-Voting
IF YOU H-AVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YO-U DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
ELECTRIC POWER DEVELOPMENT CO.,LTD.
SECURITY J12915104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN JP3551200003 AGENDA 703132922 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------ ---------- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 29
The Gabelli Utility Trust
CHUBU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J06510101 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN JP3526600006 AGENDA 703141301 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- -------------------------------------------------------------- ---------- ------ -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Allow Use of Electronic Systems for Public Management For For
Notifications
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
3.14 Appoint a Director Management For For
3.15 Appoint a Director Management For For
3.16 Appoint a Director Management For For
3.17 Appoint a Director Management For For
4.1 Appoint a Corporate Auditor Management For For
4.2 Appoint a Corporate Auditor Management For For
4.3 Appoint a Corporate Auditor Management For For
5. Approve Payment of Bonuses to Directors Management For For
6. Shareholders' Proposals: Amend Articles to Add a New Chapter Shareholder Against For
with Regard to a Roadmap to Abandon Nuclear Power Generation
7. Shareholders' Proposals: Amend Articles to Close the Hamaoka Shareholder Against For
Nuclear Power Plant
8. Shareholders' Proposals: Amend Articles to Add a New Chapter Shareholder Against For
with Regard to Prohibit Specific Operation of Nuclear-Power-
Generation-related
9. Shareholders' Proposals: Amend Articles to Add a New Chapter Shareholder Against For
with Regard to Spent Nuclear Fuel and Highly Radioactive Waste
10. Shareholders' Proposals: Amend Articles to Add a New Chapter Shareholder Against For
with Regard to Creation of Best Mix for Consumer Side
11. Shareholders' Proposals: Amend Articles to Change Business Shareholder Against For
Lines
KYUSHU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J38468104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN JP3246400000 AGENDA 703142428 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
4. Appoint a Substitute Corporate Auditor Management For For
5. Shareholders' Proposals: Amend Articles of Incorporation (1) (Require Shareholder Against For
Additional Article of " Declaration of Nuclear Power Generation" to
Promise to Close Nuclear Power Stations Gradually from Older Ones, and
Neither to Make New Site Selections nor to Build Additional Stations)
6. Shareholders' Proposals: Amend Articles of Incorporation (2) (Require Shareholder Against For
Additional Article of Establishment of Division for Natural Energy Power
Generation)
7. Shareholders' Proposals: Amend Articles of Incorporation (3) (Require Shareholder Against For
Additional Article of Establishment of "Research Committee for Nuclear
Power Station, Earthquake/Tsunami and Volcanic Activity")
8. Shareholders' Proposals: Amend Articles of Incorporation (4) (Require Shareholder Against For
Additional Article of "Declaration of Pluthermal Power Generation" to
Promise to Close Pluthermal Power Generations)
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 30
The Gabelli Utility Trust
HOKURIKU ELECTRIC POWER COMPANY
SECURITY J22050108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN JP3845400005 AGENDA 703153394 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
----- --------------------------------------- ---------- ---- -----------
1 Approve Appropriation of Profits Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
3 Approve Payment of Bonuses to Directors Management For For
THE TOKYO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J86914108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 28-Jun-2011
ISIN JP3585800000 AGENDA 703157087 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- -----------
Please reference meeting materials. Non-Voting
1.1 Election of a Director Management No Action
1.2 Election of a Director Management No Action
1.3 Election of a Director Management No Action
1.4 Election of a Director Management No Action
1.5 Election of a Director Management No Action
1.6 Election of a Director Management No Action
1.7 Election of a Director Management No Action
1.8 Election of a Director Management No Action
1.9 Election of a Director Management No Action
1.10 Election of a Director Management No Action
1.11 Election of a Director Management No Action
1.12 Election of a Director Management No Action
1.13 Election of a Director Management No Action
1.14 Election of a Director Management No Action
1.15 Election of a Director Management No Action
1.16 Election of a Director Management No Action
1.17 Election of a Director Management No Action
2.1 Election of an Auditor Management For For
2.2 Election of an Auditor Management For For
3. Shareholders' Proposals : Partial Amendments to the Articles of Shareholder Against For
Incorporation
FURUKAWA ELECTRIC CO.,LTD.
SECURITY J16464117 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3827200001 AGENDA 703132629 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------ ---------- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 31
The Gabelli Utility Trust
HOKKAIDO ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J21378104 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3850200001 AGENDA 703142430 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------ ---------- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Approve Payment of Bonuses to Directors Management For For
3.1 Appoint a Director Management For For
3.2 Appoint a Director Management For For
3.3 Appoint a Director Management For For
3.4 Appoint a Director Management For For
3.5 Appoint a Director Management For For
3.6 Appoint a Director Management For For
3.7 Appoint a Director Management For For
3.8 Appoint a Director Management For For
3.9 Appoint a Director Management For For
3.10 Appoint a Director Management For For
3.11 Appoint a Director Management For For
3.12 Appoint a Director Management For For
3.13 Appoint a Director Management For For
4. Appoint a Corporate Auditor Management For For
SHIKOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J72079106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3350800003 AGENDA 703142531 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------- ---------- ---- -----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2. Amend Articles to: Allow Disclosure of Shareholder Meeting Management For For
Materials on the Internet, Reduce Term of Office of Directors to
One Year, Allow Electronic Records for BOD Resolution, Adopt
Reduction of Liability System for All Directors and All Auditors
3. Approve Purchase of Own Shares Management For For
4.1 Appoint a Director Management For For
4.2 Appoint a Director Management For For
4.3 Appoint a Director Management For For
4.4 Appoint a Director Management For For
4.5 Appoint a Director Management For For
4.6 Appoint a Director Management For For
4.7 Appoint a Director Management For For
4.8 Appoint a Director Management For For
4.9 Appoint a Director Management For For
4.10 Appoint a Director Management For For
4.11 Appoint a Director Management For For
4.12 Appoint a Director Management For For
4.13 Appoint a Director Management For For
5.1 Appoint a Corporate Auditor Management For For
5.2 Appoint a Corporate Auditor Management For For
6. Approve Provision of Retirement Allowance for Retiring Directors Management For For
and Retiring Corporate Auditors
THE KANSAI ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J30169106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3228600007 AGENDA 703150881 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- ----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
2.18 Appoint a Director Management For For
2.19 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
3.3 Appoint a Corporate Auditor Management For For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 32
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- ----------
3.4 Appoint a Corporate Auditor Management For For
3.5 Appoint a Corporate Auditor Management For For
3.6 Appoint a Corporate Auditor Management For For
3.7 Appoint a Corporate Auditor Management For For
4. Approve Payment of Bonuses to Directors Management For For
5. Shareholders' Proposal: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article to Run the Company Based on International Corporate
Social Responsibility (CSR) Standards
6. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Amendment of Article with Regard to Official Minutes of Shareholders'
Meeting for Website Disclosure
7. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Reduce Total Number of Directors within 12
8. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Reduce Total Number of Corporate Auditors within 6, and Ensure 3 of them
Recommended by Environmental NGOs
9. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR For
Global Environment Conservation
10. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR to
Declare Change From Nuclear Power Generation to Natural Energy
Generation
11. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR to
Abandon All-Electric Policy
12. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR to
Improve Basic Human Rights for Employees, Consumers and Local Residents,
and Always Prioritize Improvement of Work Environment of Whole Group of
the Company
13. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR to
Always Prioritize Business Investment and Manpower Maintenance For
Enhancement Lifeline Utilities
14. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Business Operation Based on CSR to
Develop Power Network Throughout Japan
15. Shareholders' Proposals: Approve Appropriation of Retained Earnings Shareholder Against For
16. Shareholders' Proposals: Remove a Director Shareholder Against For
17. Shareholders' Proposals: Amend Articles of Incorporation- Require Close Shareholder Against For
of Nuclear Power Stations Without Radiation Treatment System
18. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Suspension of Compensation for
Directors Until Abandonment of Nuclear Power Generation
19. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Establishment of Examination Committee
for Seismic Adequacy of Nuclear Power Stations
20. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Abandonment of Nuclear Fuel
Reprocessing
21. Shareholders' Proposals: Amend Articles of Incorporation- Require Shareholder Against For
Additional Article With Regard to Freeze Plutonium- thermal Project
THE CHUGOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J07098106 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3522200009 AGENDA 703150918 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- ----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
3. Appoint a Corporate Auditor Management For For
4. Shareholders' Proposals: Approve Appropriation of Retained Earnings Shareholder Against For
5. Shareholders' Proposals: Amend Articles to Halt and Control Nuclear Shareholder Against For
Power Plants
6. Shareholders' Proposals: Amend Articles to Abandon Plan to Build Shareholder Against For
Kaminoseki Nuclear Plant and Abolish Construction of New Nuclear Plants
7. Shareholders' Proposals: Amend Articles to Abolish SLAP Litigation Shareholder Against For
8. Shareholders' Proposals: Remove a Director Shareholder Against For
9. Shareholders' Proposals: Appoint a Director Shareholder Against For
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 33
The Gabelli Utility Trust
TOHOKU ELECTRIC POWER COMPANY,INCORPORATED
SECURITY J85108108 MEETING TYPE Annual General Meeting
TICKER SYMBOL MEETING DATE 29-Jun-2011
ISIN JP3605400005 AGENDA 703169032 - Management
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------- ---------- --------- ----------
Please reference meeting materials. Non-Voting
1. Approve Appropriation of Retained Earnings Management For For
2.1 Appoint a Director Management For For
2.2 Appoint a Director Management For For
2.3 Appoint a Director Management For For
2.4 Appoint a Director Management For For
2.5 Appoint a Director Management For For
2.6 Appoint a Director Management For For
2.7 Appoint a Director Management For For
2.8 Appoint a Director Management For For
2.9 Appoint a Director Management For For
2.10 Appoint a Director Management For For
2.11 Appoint a Director Management For For
2.12 Appoint a Director Management For For
2.13 Appoint a Director Management For For
2.14 Appoint a Director Management For For
2.15 Appoint a Director Management For For
2.16 Appoint a Director Management For For
2.17 Appoint a Director Management For For
3.1 Appoint a Corporate Auditor Management For For
3.2 Appoint a Corporate Auditor Management For For
3.3 Appoint a Corporate Auditor Management For For
3.4 Appoint a Corporate Auditor Management For For
3.5 Appoint a Corporate Auditor Management For For
4. Approve Payment of Bonuses to Directors Management For For
5. Shareholders' Proposals: Amend Articles of Incorporation (1) - Shut Shareholder Against For
Down Nuclear Power Stations
6. Shareholders' Proposals: Amend Articles of Incorporation (2) - Abandon Shareholder Against For
Investment to Nuclear Fuel Recycling Project
7. Shareholders' Proposals: Disapprove Payment of Bonus to Directors (This Shareholder Against For
proposal is the counter-proposal for "Approval of Payment of Bonuses to
Directors" proposed by Management in proposal #4. If you vote for both
proposals, all your vote for these two proposals will be treated as
invalid.)
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 Utility & Income Trust
By (Signature and Title)* /s/ Bruce N. Alpert
---------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 10, 2011
------
* Print the name and title of each signing officer under his or her
signature.