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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 811-09243
The Gabelli Utility 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 Non-Voting
value of 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 E-ITHER 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
---- ----------------------------------------------------------------- ---------- ---- -----------
CMMT 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 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 Management For 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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
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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1.8 Approve the transaction, connected with the possibility of Management For For
acquisition 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
1.9 Approve the transaction, connected with the possibility of Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
acquisition 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 Management For For
6 to 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 Management No Action
Comstar-UTS: 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 Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS
NUMBERS. THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20101004/LTN2
01010041474.pdf
1 Adopt the audited financial statements and the reports of the Management For For
Directors 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 Management For For
Company and 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 Management For For
Company not exceeding 10% of the nominal amount of the issued
share capital
7 Approve to extend the general mandate granted to the Board of Management For For
Directors 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 Non-Voting
OF CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
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
---- --------------------------------------------------------------- ---------- --------- -----------
1 Approve the transaction for the divestment of 99.998% in the Management No Action
charter 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
---- --------------------------------------------------------------- ---------- --------- -----------
1 Approval of the reorganization of Comstar through the statutory Management No Action
merger ("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 Non-Voting
SET FORTH IN SCHEDULE 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 Non-Voting
OF ADDITIONAL 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
---- -------------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL 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
---- ------------------------------------------------------ ---------- ---- -----------
1 To approve changes to the composition of the Board of Management For For
Commissioners 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 Management No Action
shareholder 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 Non-Voting
charter 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 Non-Voting
responsibilities 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
---- ----------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL LINK:-
http://www.hkexnews.hk/listedco/listconews/sehk/20110310/LTN2
0110310317.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting
OF "ABSTAIN" WILL BE TREATED-THE SAME AS A "TAKE NO
ACTION" VOTE.
1 To approve the increase in the authorised share capital of the Management For For
Company from HKD 100,000,000 to HKD 200,000,000
2 To approve the bonus issue of shares in the Company on the Management For For
basis of one share for every existing share in issue
3 To grant a general mandate to the Board of Directors to allot and Management For For
issue 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 Management For For
to 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 Non-Voting
OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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 Management For For
for the 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 Management For For
Board of 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 Management For For
December 2010 (FY 2009: SGD399,589)
9 To re-appoint Messrs Ernst & Young LLP as Auditors and Management For For
authorise the 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 Management For For
Company 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 Management For For
Companies 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 Management For For
Chapter 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
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 Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS
REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 8
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ----------------------------------------------------------------------- ---------- -------- -----------
1 Motion for a resolution: proposal to amend the articles of Management No Action
association, 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 Non-Voting
the 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 Management No Action
association, 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 Non-Voting
Board 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 Management No Action
association 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 Management No Action
association, 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 Non-Voting
newspaper and via 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 Non-Voting
Code 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 Management No Action
association, 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, Non-Voting
on 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 Non-Voting
the 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 Management No Action
association, 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 Management No Action
association, 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 Non-Voting
number 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 Management No Action
association, 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 Non-Voting
the 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 Management No Action
association 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 Management No Action
Secretary 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 Non-Voting
BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA)
MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS
REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED
1 Examination of the annual reports of the Board of Directors of Non-Voting
Belgacom 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 Non-Voting
SA under-public law with regard to the annual accounts and of the
Auditor with regard-to the consolidated annual accounts at 31
December 2010
3 Examination of the information provided by the Joint Committee Non-Voting
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
---- ------------------------------------------------------------------- ---------- --------- -----------
4 Examination of the consolidated annual accounts at 31 December Non-Voting
2010
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 Non-Voting
withholding tax) 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
7 Granting of a discharge to the members of the Board of Directors Management No Action
for 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 Management No Action
exercise of his mandate until 14 April 2010
9 Granting of a discharge to the members of the Board of Auditors Management No Action
for the exercise of their mandate during the financial year closed
on 31 December 2010
10 Granting of a discharge to Deloitte Statutory Auditors SC sfd Management No Action
SCRL 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 Non-Voting
member of the 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 Management No Action
accordance 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 Management No Action
Muelenaere as 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 Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' ONLY-FOR ALL
RESOLUTIONS. THANK YOU.
O.1 The pre-approval and authorization of the entrance by the Management No Action
Company into 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 Management No Action
member in 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 Management No Action
member in 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
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
---- ------------------------------------------------------------------------ ---------- --------- -----------
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
O.4 The delegation of one or more members of the Board of Directors Management No Action
to 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 Management No Action
to 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 Management No Action
will survive 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 Management No Action
each 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 Management No Action
Orascom 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 Management No Action
GDR 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 Management No Action
Ordinary General Assembly, the Company shall take all necessary
actions to obtain creditors approval and/or prepay any non
consenting creditor
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 12
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ------------------------------------------------------------------------ ---------- --------- -----------
E.9 The approval and ratification of the separation agreement relating Management No Action
to the spin-off assets
E.10 The approval and ratification of the interim control agreement Management No Action
relating to the spin-off assets
E.11 The delegation of one or more members of the Board of Directors Management No Action
to 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
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 Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE 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 Management For For
operations for the financial year 2010
O.2 Approval of the consolidated financial statements and operations Management For 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 Management For For
member
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 Management For For
Company to trade its own shares
E.10 Authorization granted to the Board of Directors to reduce the Management For For
share capital by cancellation of treasury shares held by the
Company
E.11 Delegation of authority granted to the Board of Directors to Management For For
increase 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 Management For For
increase the share capital by incorporation of premiums, reserves
or profits
E.13 Delegation of authority granted to the Board of Directors to Management For For
increase 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, Management For For
by 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 Management For For
price 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 Management For For
number 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 Management For For
the 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 Management For For
increase 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 Management For For
any securities entitling to the allotment of debts securities
E.21 Delegation of authority granted to the Board of Directors to Management For For
increase 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
ProxyEdge Report Date: 07/08/2011
Meeting Date Range: 07/01/2010 to 06/30/2011 13
The Gabelli Utility Trust
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- --------------------------------------------------------------------- ---------- ---- -----------
E.24 Authorization granted to the Board of Directors to increase the Management For For
share 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 Non-Voting
OF ADDITIONAL URL 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.
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 Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE 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 Management For For
the 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 Management For For
dividend and the date of payment
O.5 Renewal of Mr. Jean-Yves Charlier's term as Supervisory Board Management For For
member
O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Board Management For For
member
O.7 Renewal of Mr. Pierre Rodocanachi's term as Supervisory Board Management For For
member
O.8 Appointment of the company KPMG SA as principal statutory Management For For
auditor
O.9 Appointment of the company KPMG Audit Is SAS as deputy Management For For
statutory auditor
O.10 Authorization to be granted to the Executive Board to allow the Management For For
Company to purchase its own shares
E.11 Authorization to be granted to the Executive Board to reduce the Management For For
share capital by cancellation of shares
E.12 Authorization to be granted to the Executive Board to grant Management For For
options to 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 Management For For
capital 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 Management For For
the 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 Management For For
by incorporation of premiums, reserves, profits or other amounts
E.21 Amendment of Article 10 of the Statutes "Organizing the Management For For
Supervisory 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
----- ------------------------------------------------------------------- ----------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 806416 DUE TO RECEIPT OF D-IRECTORS' NAMES. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDE-D AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
O.1 Financial statements as of December 31, 2010. Reports of the Management For For
Board of 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 Management For For
Directors
O.4 Determination of the term of the Board of Directors Management For For
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO Non-Voting
BE ELECTED AS 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, Shareholder Against For
which 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 Shareholder Against For
institutional 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 Management For For
and 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
---- --------------------------------------------------------------------- ----------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 800458 DUE TO 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, Management For For
distribution of profit proposal and board of auditors report. Any
adjournment thereof
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES TO Non-Voting
BE ELECTED AS 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 Non-Voting
BE ELECTED AS AUDITORS, 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: Shareholder Against For
The 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: Shareholder Against For
The 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 Management For For
adjournment 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 Non-Voting
ID 806203 DUE TO 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 Non-Voting
VALID VOTE OPTIONS ARE "FOR" AN-D "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card dir-ectly to the sub custodian. Please contact your
Client Service Representative-to obtain the necessary card,
account details and directions. The following ap-plies to Non-
Resident Shareowners: Proxy Cards: Voting instructions will be fo-
rwarded to the Global Custodians that have become Registered
Intermediaries, o-n the Vote Deadline Date. In capacity as
Registered Intermediary, the Global C-ustodian will sign the Proxy
Card and forward to the local custodian. If you a-re unsure
whether your Global Custodian acts as Registered Intermediary,
pleas-e contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE 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 Management For For
board of 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- Management For For
38 of 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 Management For For
increase 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 Management For For
increase 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 Management For For
free 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 Shareholder Against For
PROPOSAL: Amendment 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 Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUC-TIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJE-
CTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTA-TIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
1 The general meeting approves the company's annual accounts for Management No Action
the 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 Management No Action
his mandate up to and including 31 December 2010
4 The general meeting resolves to re-appoint Mr. Jan STEYAERT Management No Action
as director 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 Management No Action
THEVENON-CLERE 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 Management No Action
BOUCHER 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 Management No Action
SWANTEE as 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 Management No Action
as 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 Management No Action
SERVICES BELGIUM 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 Management No Action
of Mr. 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 Management No Action
DEKEULENEER as 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 Management No Action
ORGANISATION 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 Management No Action
(company in the 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 Management No Action
DESCHUYFFELEER as 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 17
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- --------- -----------
16 On the proposal of the Board of Directors, the general meeting Management No Action
resolves 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 Management No Action
520ter 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 Management No Action
proposal of the 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 Management No Action
in article 12 of the company's by-laws
20 The general meeting resolves to replace the current text of article Management No Action
13, 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 Management No Action
16, 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 Management No Action
16, 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 Management No Action
25, 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"
24 The general meeting resolves to replace the current text of article Management No Action
26 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
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 18
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- --------- -----------
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 Management No Action
31 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 19
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- --------- -----------
26 The general meeting resolves to replace the current text of article Management No Action
32 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 Management No Action
33 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 Management No Action
35 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 Management No Action
36, 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 20
FOR/AGAINST
ITEM PROPOSAL TYPE VOTE MANAGEMENT
---- ---------------------------------------------------------------------- ---------- --------- -----------
30 The general meeting resolves to replace the current text of article Management No Action
37 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 Management No Action
of 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, Management No Action
with the 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 Management No Action
meeting 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 Non-Voting
FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN
"FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO
VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL
BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT.
1 Implement the Scheme of Arrangement Management For For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 21
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 Management For For
year 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 Management For For
than 14 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 Non-Voting
REQUIRES THE DISCLOSURE 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 Non-Voting
REACH QUORUM, THERE WILL 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 Management For For
accounts for the year 2010
2 To resolve on the consolidated management report, balance sheet Management For For
and 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 Management For For
and supervision
5 To resolve on an amendment to article 13 and article 17 of the Management For For
articles 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 Management For For
shareholders 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 Management For For
whatever 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 Management For For
own securities
11 To resolve on the statement of the compensation committee on Management For For
the 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 Management For For
of the board of directors to complete the 2009-2011 term-of-office
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 22
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 Non-Voting
REACH QUORUM, THERE WILL 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 For For
management 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 Management For For
the year ended December 31, 2010
4 Examination and approval, if applicable, the allocation of profits Management For For
and 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 Management For For
development 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 Non-Voting
OF CONSERVATIVE RECORD DATE-. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 23
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
---- ----------------------------------------------------------------------- ----------- ------- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 788656 DUE TO CHANGE IN VO-TING STATUS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AN-D YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1 Opening of the Meeting Non-Voting
2 Election of lawyer Wilhelm Luning as Chairman of the Annual Non-Voting
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 Non-Voting
duly convened
7 Statement by the Chairman of the Board on the work of the Board Non-Voting
of Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of Annual Report, Auditors' Report and the Non-Voting
consolidated financial-statements and the auditors' report on the
consolidated financial statements
10 Resolution on the adoption of the income statement and Balance Management For For
Sheet and of the consolidated income statement and the
consolidated Balance Sheet
11 Resolution on the proposed treatment of the Company's Management For For
unappropriated 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 Management For For
and the auditor
15 The Nomination Committee proposes, for the period until the close Management For For
of 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 Management For For
following resolution: adoption of an incentive programme
18b Resolution regarding incentive programme comprising the Management For For
following resolution: authorisation to resolve to issue Class C
shares
18c Resolution regarding incentive programme comprising the Management For For
following resolution: authorisation to resolve to repurchase own
Class C shares
18d Resolution regarding incentive programme comprising the Management For For
following resolution: transfer of own Class B shares
19 Resolution to authorise the Board of Directors to resolve on Management For For
repurchase of own shares
20 Resolution on amendment of the Articles of Association Management For For
21 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: 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 Shareholder Against For
PROPOSAL: 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 Shareholder Against For
PROPOSAL: Shareholder's proposal to establish a customer
ombudsman function
24 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shareholder Against For
PROPOSAL: 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 Shareholder Against For
PROPOSAL: Shareholder's proposal regarding "separate General
Meetings"
26 Closing of the Meeting Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 24
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
---- ---------------------------------------------------------------------- --------- ---- -----------
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 788740 DUE TO DELETION 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.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VO-TE OPTION. THANK YOU
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN
ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL
NEED TO PROVI-DE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1 Opening of the Meeting Non-Voting
2 The Nomination Committee proposes that the lawyer Wilhelm Non-Voting
Luning is 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 Non-Voting
duly convened
7 Statement by the Chairman of the Board on the work of the Board Non-Voting
of Directors
8 Presentation by the Chief Executive Officer Non-Voting
9 Presentation of the Annual Report and Auditor's Report and of the Non-Voting
Group Annual-Report and the Group Auditor's Report
10 Resolution on the adoption of the Profit and Loss Statement and Management For For
the 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 Management For For
unappropriated 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 Management For For
shall consist of seven directors and no deputy directors
14 The Nomination Committee proposes that the Annual General Management For For
Meeting 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 Management For For
of 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 Management For For
following 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 Management For For
repurchase of own shares
20 Resolution on amendment of the Articles of Association Management For For
21 Closing of the Meeting Non-Voting
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 25
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 Non-Voting
BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A
POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
1 Ratification and approval of the BoD's report on the Company's Management No Action
activity during the fiscal year ended December 31, 2010
2 Approval of the financial statements of the fiscal year ended Management No Action
December 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 Management No Action
December 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 Management No Action
fiscal year ended December 31, 2010
6 Approval and specification of the BM's compensation and Management No Action
allowances regarding the fiscal year ending December 31, 2011
7 Appointment of the Company's Auditor during the year ending Management No Action
December 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 Management No Action
issue securities for lenders regarding the Company and its
subsidiaries and affiliates
10 Approval and recognition of the donations made during the fiscal Management No Action
year 2010, and authorization of the BoD to make donations during
the fiscal year 2011
11 Consideration of the approval of the amendments introduced to Management No Action
the BoD's 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
---- ------------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS.
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting
BY CLICKING ON THE URL 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' Management For For
remuneration
4 To re-appoint PricewaterhouseCoopers as the auditor and to Management For For
authorise 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 Management For For
grant 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 Management For For
grant 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 26
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
---- --------------------------------------------------------------------- ---------- ---- -----------
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE 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 Management For For
year 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, Management For For
2010
O.4 Option to pay dividend in shares Management For For
O.5 Approval of the regulated Agreements and Commitments pursuant Management For For
to 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 Management For For
Board 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 Management For For
share capital by cancellation of treasury shares of the Company
E.16 Delegation of authority granted to the Board of Directors to carry Management For For
out 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 Non-Voting
MODIFICATION IN THE TEXT OF 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 27
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, Management For For
dividends 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 Management For For
the company for 2011
4 To approve the appointment of the company's independent Management For For
auditor for the financial year ending December 31,2011
5 To approve changes to the composition of the board Management For For
commissioners and or/directors
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN YEAR IN RESOLUTION 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, Management For For
including the profit and loss account of the Company for 2010
3 Approve the following allocation of net profit of the Company for Management For For
the 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 Management For For
12 members
5.1 Election of Natalia Demeshkina as a member of the Revision Management For For
Commission
5.2 Election of Alexey Krupkin as a member of the Revision Management For For
Commission
5.3 Election of Ekaterina Kuznetsova as a member of the Revision Management For For
Commission
CMMT PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS Non-Voting
RESOLUTION REGARDING 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 Management For For
Directors of Sistema Joint Stock Financial Corporation
6.2 Election of Vladimir Evtushenkov as a member of the Board of Management For For
Directors of Sistema Joint Stock Financial Corporation
6.3 Election of Ron Sommer as a member of the Board of Directors of Management For For
Sistema 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 Management For For
Directors of Sistema Joint Stock Financial Corporation
6.6 Election of Robert Kocharyan as a member of the Board of Management For For
Directors of 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 Management For For
Directors of Sistema Joint Stock Financial Corporation
6.9 Election of Evgeny Novitsky as a member of the Board of Management For For
Directors of Sistema Joint Stock Financial Corporation
6.10 Election of Serge Tchuruk as a member of the Board of Directors Management For For
of Sistema Joint Stock Financial Corporation
6.11 Election of Michael Shamolin as a member of the Board of Management For For
Directors of Sistema Joint Stock Financial Corporation
6.12 Election of David Yakobashvili as a member of the Board of Management For For
Directors of Sistema Joint Stock Financial Corporation
7.1 Approve CJSC BDO as the auditor to perform the audit for 2011 in Management For For
line with the Russian Accounting Standards
7.2 Approve CJSC Deloitte and Touche CIS as the auditor to perform Management For For
the audit for 2011 in line with the US GAAP international
standards
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 28
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 Non-Voting
VALID VOTE OPTIONS ARE "FOR"-AND "AGAINST" A VOTE
OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE.
CMMT French Resident Shareowners must complete, sign and forward Non-Voting
the Proxy Card-directly to the sub custodian. Please contact your
Client Service-Representative to obtain the necessary card,
account details and directions.-The following applies to Non-
Resident Shareowners: Proxy Cards: Voting-instructions will be
forwarded to the Global Custodians that have become-Registered
Intermediaries, on the Vote Deadline Date. In capacity as-
Registered Intermediary, the Global Custodian will sign the Proxy
Card and-forward to the local custodian. If you are unsure whether
your Global-Custodian acts as Registered Intermediary, please
contact your representative
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE 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 Management For For
the financial year ended March 31, 2011
O.2 Approval of the consolidated financial statements and operations Management For 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 Management For For
capital by cancellation of shares
E.12 Powers to implement decisions of the General Meeting and to Management For For
accomplish all formalities
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF ADDITIONAL URL. 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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 29
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) Shareholder Against For
(Require 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) Shareholder Against For
(Require Additional Article of Establishment of Division for Natural
Energy Power Generation)
7. Shareholders' Proposals: Amend Articles of Incorporation (3) Shareholder Against For
(Require Additional Article of Establishment of "Research
Committee for Nuclear Power Station, Earthquake/Tsunami and
Volcanic Activity")
8. Shareholders' Proposals: Amend Articles of Incorporation (4) Shareholder Against For
(Require Additional Article of "Declaration of Pluthermal Power
Generation" to Promise to Close Pluthermal Power Generations)
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 30
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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 31
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
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 32
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- Shareholder Against For
Require Amendment of Article with Regard to Official Minutes of
Shareholders' Meeting for Website Disclosure
7. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Reduce Total Number of Directors within 12
8. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Reduce Total Number of Corporate Auditors within 6, and
Ensure 3 of them Recommended by Environmental NGOs
9. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Additional Article With Regard to Business Operation
Based on CSR For Global Environment Conservation
10. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require 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- Shareholder Against For
Require Additional Article With Regard to Business Operation
Based on CSR to Abandon All-Electric Policy
12. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require 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- Shareholder Against For
Require 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- Shareholder Against For
Require Additional Article With Regard to Business Operation
Based on CSR to Develop Power Network Throughout Japan
15. Shareholders' Proposals: Approve Appropriation of Retained Shareholder Against For
Earnings
16. Shareholders' Proposals: Remove a Director Shareholder Against For
17. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Close of Nuclear Power Stations Without Radiation
Treatment System
18. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Additional Article With Regard to Suspension of
Compensation for Directors Until Abandonment of Nuclear Power
Generation
19. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Additional Article With Regard to Establishment of
Examination Committee for Seismic Adequacy of Nuclear Power
Stations
20. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require Additional Article With Regard to Abandonment of
Nuclear Fuel Reprocessing
21. Shareholders' Proposals: Amend Articles of Incorporation- Shareholder Against For
Require 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 Shareholder Against For
Earnings
5. Shareholders' Proposals: Amend Articles to Halt and Control Shareholder Against For
Nuclear Power Plants
6. Shareholders' Proposals: Amend Articles to Abandon Plan to Shareholder Against For
Build Kaminoseki Nuclear Plant and Abolish Construction of New
Nuclear Plants
7. Shareholders' Proposals: Amend Articles to Abolish SLAP Shareholder Against For
Litigation
8. Shareholders' Proposals: Remove a Director Shareholder Against For
9. Shareholders' Proposals: Appoint a Director Shareholder Against For
ProxyEdge
Meeting Date Range: 07/01/2010 to 06/30/2011 Report Date: 07/08/2011
The Gabelli Utility Trust 33
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) - Shareholder Against For
Shut Down Nuclear Power Stations
6. Shareholders' Proposals: Amend Articles of Incorporation (2) - Shareholder Against For
Abandon Investment to Nuclear Fuel Recycling Project
7. Shareholders' Proposals: Disapprove Payment of Bonus to Shareholder Against For
Directors (This 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 Utility 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.