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JANISON EDUCATION GROUP LIMITED AGM Information 2004

Nov 18, 2004

65153_rns_2004-11-18_8f3328d4-b30e-493b-bd7d-a9bcd8896e23.pdf

AGM Information

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Hamilton James & Bruce Group Limited

ABN 90 091 302 975

The 5th Annual General Meeting

On 19th November 2004

At 11:00am

Chairman:
Opening
Remarks
Good morning ladies and gentlemen. It is my pleasure in my inaugural year as
your Chairman to welcome you to the 5 th Annual General Meeting of Hamilton
James & Bruce Group Limited.
The Company Secretary, the Group's auditor and the Group's legal advisers
are in attendance this morning. The Company Secretary has confirmed that
the meeting is properly constituted, a quorum is present, and that the proxies
have been inspected and all those validly lodged have been accepted.
therefore declare the meeting open. Before I say a few words about Hamilton
James & Bruce Group Limited I would like to introduce myself and the Board.
My name is Anna Buduls
My fellow Non Executive directors are:
Peter Storey
Deborah Wilson and
Nicholas Burton Taylor
I would like to especially welcome and introduce:
John Colvin our Managing Director and Chief Executive Officer. John was
appointed on 16 th August 2004. John was the Chief Executive Officer of Legal firm
Blake Dawson Waldron from 1995 to 2001 and Chief Executive Officer of the
Management Consulting firm PA Consulting for the Asia Pacific region for nine years
prior to that.
Chairman's
Address
In fiscal year 2004, HJB earned a profit after tax of \$2.18 million, a 56%
improvement over the previous corresponding period.
The result was based on a strong second half performance with the Group
taking advantage of improved trading conditions in the white collar recruitment
business.
During the year, the Board strengthened its recruitment and general business
expertise with the appointment of Deborah Wilson and Nick Burton Taylor.
The Board also undertook one of its most important duties, that of employing a
new Chief Executive Officer, Mr John Colvin. John has significant expertise in
growing professional services businesses and under his stewardship, I am
confident that our clients and candidates will be professionally served, our
staff ambitions will be fulfilled and our shareholders rewarded with improved
Group performance.
Outlook Fiscal Year 2005 has commenced in a promising manner with both revenues
and operating profit after tax to the end of October in excess of the same
period last year. The Board is confident that apart from unforeseen
circumstances, the Group will exceed last year's full year profit after tax of
IS2.18 million.
Questions Are there any questions or matters for discussion that shareholders would like
on the past year performance or outlook prior to proceeding to the formal
litems;
<< >>
I now would like to proceed with the formal items of business on the agenda.
Notice of Meeting The Notice of the Annual was mailed to all Registered Shareholders of the
Hamilton James & Bruce Group on 20 th October 2004.
Resolution 1
Financial Statements
and Reports
The Auditor's Report, the Annual Directors' Report and the Annual Financial
Report were circulated to all shareholders with the Notice of Annual General
Meeting.
I now open the floor to questions on the financial statements and request that
any person wishing to speak, first identify themselves and show their voting
slip which was given to them at registration.
<< >>
If questions are asked:
As there are no further questions, I request that the Company Secretary
record in the minutes that the Financial Statements and Reports were
considered and received by the meeting.
If no questions are asked:
As the Annual Report contained comprehensive financial information, I note
that there are no questions from the meeting on the financial statements. I
request that the Company Secretary record in the minutes that the Financial
Statements and Reports were considered and received by the meeting.
Election of Directors
Resolution 2(i)
Re Election of N Burton
Taylor
In accordance with ASX listing rules and the Constitution of the Company all
Directors who have been appointed since the last Annual General Meeting
must retire at the next Annual Meeting and offer themselves for re election. All
Directors (excluding the Managing Director) must retire by rotation at least
every three years. At every Annual General Meeting, one third of the Directors
(exclusive of the Managing Director) must retire from office. The Company has
received no nominations for Directorships.
Mr Nicholas Burton Taylor, who was appointed as a Director of the Company
since the date of the last Annual General Meeting, retires as a director of
Hamilton James & Bruce Group Limited and being eligible presents himself for
election.
I move that Mr Nicholas Burton Taylor be elected as a Director of the Company.
As Chairman of the Board, Chairman of the Meeting and personally, I confirm
that I am holding 26,065,283 proxies from 55 shareholders in respect of this
resolution of which:
21,589,195 (or 82.8% of the valid proxy vote) will be voted for the resolution and
122,000 will be voted against the resolution. The Chairman has been nominated to
hold 3,764,088 proxies which will be voted in favour of the resolution
Any discussions or questions about the motion?
Voting will be on a show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< >>
$\ll$ If the chairman determines that a poll is required then she will say
I call for a poll in relation to this resolution. The poll will be taken when
all items on the agenda have been dealt with in accordance with the
notice of meeting. Please mark your voting card now and they will be
collected by the Registry at the end of the business. We will announce
the result of the poll at the end of the meeting.
₽r,
I declare the resolution carried/lost
Resolution 2(ii) Given that this matter before the meeting is the resolution for my re-election
Re-Election of A Buduls as a Director of the Company, it is not appropriate for me to remain in the
chair whilst this matter is before the meeting.
Accordingly, with the leave of the meeting, I propose that Mr Peter Storey take
the Chair whilst the resolution is put. I hand the Chair to Mr Peter Storey.
Peter Storey
Thank you Anna.
Ms Anna Buduls retires as a Director of Hamilton James & Bruce Group
Limited and being eligible presents herself for re-election.
I move: That Ms Anna Buduls be re-elected as a director of the Company.
As Chairman of the Meeting and personally, I confirm that I am holding
25,232,225 proxies from 53 shareholders in respect of this resolution of which:
17,716,717 (or 70.2% of the valid proxy vote) will be voted for the resolution and
3,161,420 will be voted against the resolution. The Chairman has been nominated to
hold 3,764,088 proxies which will be voted in favour of the resolution
Any discussions or questions about the motion?
Voting will be on a show of hands. I now put the motion.
All those in favour please show your voting slip.
All those against please show your voting slip.
<< >>
$\le$ If the chairman determines that a poll is required then he will say
I call for a poll in relation to this resolution. The poll will be taken when
all items on the agenda have been dealt with in accordance with the
notice of meeting. Please mark your voting card now and they will be
collected by the Registry at the end of the business. We will announce
the result of the poll at the end of the meeting.
Юr,
declare the resolution carried/lost
Resolution 3 Directors believe that it is in the best interests of shareholders to introduce an
Introduce an Employee incentive share plan to increase the motivation of key staff and thereby create
Performance Rights a stronger link between increasing shareholder value and employee reward.
Plan The reasons for this Plan can be summarised as:
$\hat{ }$ Assist the Company in the recruitment and retention of talented people;
Link the reward of key staff with the long term performance of the Company;
Align the key employees with shareholders interests
Details of how this incentive share plan operates, its rules and hurdle rates are
detailed in the explanatory notes to the Notice of Meeting. I would
nevertheless like to bring to your attention that the shares associated with
these rights will not vest unless two hurdles are met: earnings per share must
grow at the rate of 15% per annum; and the total shareholder return (ie the
dividend plus any share price increase) must be at least in the top 50% of the
ASX 300 companies. Our staff will only get these shares if you the
shareholders prosper.
∥ move:
That shareholders approve the introduction of an Employee Performance
Rights Plan under the terms described in the explanatory notes to the Notice
of Meeting.
As Chairman of the Board, Chairman of the Meeting and personally, I confirm
that I am holding 20,581,958 proxies from 52 shareholders in respect of this
resolution of which:
13,945,987 (or 67.7% of the valid proxy vote) will be voted for the resolution
and 2,659,933 will be voted against the resolution. The Chairman has been
nominated to hold 3,386,038 proxies which will be voted in favour of the
resolution
Any discussions or questions about the motion ?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< >>
\ll If the chairman determines that a poll is required then she will say:
I call for a poll in relation to this resolution. The poll will be taken when
all items on the agenda have been dealt with in accordance with the
notice of meeting. Please mark your voting card now and they will be
collected by the Registry at the end of the business. We will announce
the result of the poll at the end of the meeting.
Юr,
declare the resolution carried/lost
Resolution 4 Shareholder approval is sought to grant 950,000 Performance Rights to
Grant Performance lMr John Colvin.
Rights to These shares would vest over a three year period dependent upon the
Mr John Colvin. Company reaching certain performance hurdles.
Shareholder approval is required under ASX Listing Rule 10.14 because
Mr John Colvin is a Director of the Company.
The value of the issue of these shares was taken into account by
Directors when assessing Mr Colvin's overall remuneration package.
The major terms of this issue and in particular details of the hurdle rates
required for the shares to be issued are detailed in the explanatory notes
to the Notice of Meeting.
∎ move:
That shareholders approve the issue of 950,000 Performance Rights to
Mr Colvin under the terms as detailed in the explanatory notes to the
Notice of Meeting.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,587,958 proxies from 52 shareholders in
respect of this resolution of which:
12,094,375 (or 58.7% of the valid proxy vote) will be voted for the resolution
and 4,512,545 will be voted against the resolution. The Chairman has been
nominated to hold 3,391,038 proxies which will be voted in favour of the
lresofution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< >>
$\ll$ If the chairman determines that a poll is required then she will say:
I call for a poll in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business. We
will announce the result of the poll at the end of the meeting.
₿r,
I declare the resolution carried/lost.
Resolution (5)
Staff and Directors
Employee Share
Acquisition Plan
Shareholder approval is sought to introduce a Staff and Directors
Employee Share Acquisition Plan.
their pre tax remuneration to subscribe for or acquire shares 'on
Plan.
lieu of acquiring shareholding interest in the Company.
This Plan further aligns the interests of all employees who acquire
shares under this Plan with those of shareholders.
I move that shareholders approve the introduction of a Directors
Employee Share Acquisition Plan under the terms described in the
explanatory notes to the Notice of Meeting.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,599,958 proxies from 54 shareholders in
respect of this resolution of which:
15,345,820 (or 74.5% of the valid proxy vote) will be voted for the
resolution and 1,273,100 will be voted against the resolution. The Chairman
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" isrequired?>>>
call for a poll in relation to this resolution. The poll will be taken
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r.
I declare the resolution carried/lost.
Having passed Resolution 5, the introduction of a Salary Sacrifice
based Staff and Directors' Employee Share Acquisition Plan, I would
this plan for each Director as required under the Listing Rule 10.14.
SACRIFICE programme. The maximum value of shares that can be
salary sacrificed by Mr Colvin over a 3 year period is \$500,000.
move:
of a Salary Sacrifice programme under the Staff and Directors'
Employee Share Acquisition Plan to Mr John Colvin. The maximum
value of shares to be issued under this programme over a three year
period is \$500,000.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,569,958 proxies from 52 shareholders in
13,479,104 (or $65.5\%$ of the valid proxy vote) will be voted for the
The Staff and Directors Employee Share Acquisition Plan is a SALARY
SACRIFICE programme which allows employees and directors to apply
market'. These shares will be held and administered under rules of this
This Plan is a tax effective way for employees to sacrifice their salary in $\overline{ }$
$\ll$ If the chairman determines that a poll is required then she will say:
with the notice of meeting. Please mark your voting card now and
acquisition of shares now like to seek specific approval to issue or acquire shares as part of
That Shareholders approve the issuing, or acquisition of shares as part
respect of this resolution of which:
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
when all items on the agenda have been dealt with in accordance
Resolution 6
For the issue or
under the Staff and
Directors' Employee This resolution is to seek shareholder approval to issue shares to, or
Share Acquisition acquire shares on behalf of, Mr John Colvin as part of a SALARY
Plan to Mr Colvin
resolution and 3,109,816 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" is<="" of="" poll="" show="" th="" to="" whether="">
required?>>>
$\leq$ If the chairman determines that a poll is required then she will say
I call for a poll in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r,
I declare the resolution carried/lost.
Resolution 7 Given that this matter before the meeting is a resolution for the issue or
For the issue or acquisition of shares under the Staff and Directors Employee Share
acquisition of shares Acquisition Plan to me, it is not appropriate for me to remain in the Chair
under the Staff and whilst this matter is before the meeting.
Directors' Employee Accordingly with the leave of the meeting, I propose that Mr Peter
Share Acquisition Storey take the Chair whilst the resolution is put. I hand the Chair to Mr
Plan to Anna Buduls Peter Storey.
Peter Storey.
Thank you Anna.
Continuing on from the approval of Resolution 5, the introduction of a
Staff & Directors' Employee Share Acquisition Plan, Resolution 7 seeks
shareholder approval to issue shares to, or acquire shares on behalf of
Ms Anna Buduls as part of a SALARY SACRIFICE programme. The
maximum value of shares that can be salary sacrificed by Anna Buduls
over a 3 year period is \$225,000.
move:
That shareholders approve the issuing, or acquisition of shares as part
of a Salary Sacrifice programme under the Staff and Directors
Employee Share Acquisition Plan to Anna Buduls. The maximum value
of shares to be issued under the
programme over a three year period is \$225,000.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding $20,569,958$ proxies from 52 shareholders in
respect of this resolution of which:
13,341,604 (or 64.9% of the valid proxy vote) will be voted for the
resolution and 3,247,316 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" is<="" of="" poll="" show="" th="" to="" whether="">
required?>>>
<< If the chairman determines that a poll is required then she will say
I call for a poil in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r.
declare the resolution carried/lost.
now hand the Chair back to Anna for the remainder of the meeting.
Resolution 8 Continuing on from the approval of Resolution 5, the introduction of a
For the issue or Staff & Directors' Employee Share Acquisition Plan, Resolution 8 seeks
acquisition of shares shareholder approval to issue shares to, or acquire shares on behalf of
lunder the Staff and Ms Deborah Wilson as part of a SALARY SACRIFICE programme. The
Directors' Employee maximum value of shares that can be salary sacrificed by Deborah
Share Acquisition Wilson over a 3 year period is \$150,000.
Plan to Deborah move:
Milson
That shareholders approve the issuing, or acquisition of shares as part
of a Salary Sacrifice programme under the Staff and Directors
Employee Share Acquisition Plan to Deborah Wilson. The maximum
value of shares to be issued under the
programme over a three year period is \$150,000.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,569,958 proxies from 52 shareholders in
respect of this resolution of which:
13,341,604 (or 64.9% of the valid proxy vote) will be voted for the
resolution and 3,247,316 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" isrequired?>>>
\leq If the chairman determines that a poll is required then she will say
I call for a poil in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance \,
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r.
I declare the resolution carried/lost.
Resolution 9
For the issue or
under the Staff and
Directors' Employee
Share Acquisition
Plan
to Nicholas Burton
Taylor
Continuing on from the approval of Resolution 5, the introduction of a
Staff & Directors' Employee Share Acquisition Plan, Resolution 9 seeks
acquisition of shares shareholder approval to issue shares to, or acquire shares on behalf of
Mr Nicholas Burton Taylor as part of a SALARY SACRIFICE
programme. The maximum value of shares that can be salary sacrificed
by Deborah Wilson over a 3 year period is \$150,000.
move:
That shareholders approve the issuing, or acquisition of shares as part
of a Salary Sacrifice programme under the Staff and Directors
Employee Share Acquisition Plan to Nicholas Burton Taylor. The
maximum value of shares to be issued under the
programme over a three year period is \$150,000.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,569,958 proxies from 52 shareholders in
respect of this resolution of which:
13,486,604 (or $65.6\%$ of the valid proxy vote) will be voted for the
resolution and 3,102,316 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" isrequired?>>>
\le If the chairman determines that a poll is required then she will say
call for a poll in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
Resolution 10 0r.
I declare the resolution carried/lost.
Continuing on from the approval of Resolution 5, the introduction of a
For the issue or
Staff & Directors' Employee Share Acquisition Plan, Resolution 10
acquisition of shares seeks shareholder approval to issue shares to, or acquire shares on
lunder the Staff and behalf of Mr Peter Storey as part of a SALARY SACRIFICE programme.
Directors' Employee The maximum value of shares that can be salary sacrificed by Deborah
Share Acquisition Wilson over a 3 year period is \$150,000.
Plan to Peter Storey I move:
That shareholders approve the issuing, or acquisition of shares as part
of a Salary Sacrifice programme under the Staff and Directors
Employee Share Acquisition Plan to Peter Storey. The maximum value
of shares to be issued under the
programme over a three year period is \$150,000.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,569,958 proxies from 52 shareholders in
respect of this resolution of which:
12,137,502 (or 59.0% of the valid proxy vote) will be voted for the
resolution and 4,451,418 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" is<="" of="" poll="" show="" th="" to="" whether="">
required?>>>
$<<$ If the chairman determines that a poll is required then she will say:
I call for a poll in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r,
I declare the resolution carried/lost.
Resolution 11 This resolution seeks approval to issue 100,000 existing shares in
For the issue of Hamilton James & Bruce Group Limited. These shares were initially
$100,000$ shares to Mr granted to employees on listing in September 2002. Subsequent to
John Colvin from listing, the shares have been forfeited by employees and are held in
HJ&B Employee Pty Trust on behalf of employees.
∥Ltd As the shares have already been issued, there is no cost to the
IF A POLL HAD Company of making these grants.
BEEN CALLED FOR The shares issued to Mr Colvin will be held in escrow until 16 August
ANY OF THE ABOVE [2007. If he leaves within 3 years, the shares will be forfeited to the
IRESOLUTIONS Trust.
Poll Procedure The major terms of the issue are detailed in the explanatory notes to the $\mid$
IRECONVENING Notice of Meeting.
AFTER A POLL move:
That shareholders approve the issue of 100,000 shares from the HJ&B
Employee Pty Ltd Trust.
As Chairman of the Board, Chairman of the Meeting and personally, I
confirm that I am holding 20,589,958 proxies from 53 shareholders in
respect of this resolution of which:
15,099,320 (or $73.3\%$ of the valid proxy vote) will be voted for the
resolution and 1,509,600 will be voted against the resolution. The Chairman
has been nominated to hold 3,391,038 proxies which will be voted in favour of
the resolution
Any discussions or questions about the motion?
Voting will be on show of hands. I now put the motion.
All those in favour please show your yellow voting slip.
All those against please show your yellow voting slip.
<< <from a="" as="" determine="" hands="" isrequired?>>>
<< If the chairman determines that a poll is required then she will say
I call for a poll in relation to this resolution. The poll will be taken
when all items on the agenda have been dealt with in accordance
with the notice of meeting. Please mark your voting card now and
they will be collected by the Registry at the end of the business.
We will announce the result of the poll at the end of the meeting.
0r.
declare the resolution carried/lost.
Our Registry officers will now collect the voting cards for the resolutions
that a poll was called for.
Are there any outstanding voting cards?
I now declare the poll closed.
To allow for the counting of the Poll, the meeting is now adjourned for $\,$
approximately 20 minutes, during which time I invite you all to have
refreshments in the foyer. I will advise when the meeting will be
reconvened.
< >
Ladies and Gentlemen, if I could have your attention please, I would like
to now announce the results of the poll in relation to those resolutions
for which a poll was called.
< >
For the resolution XXXXXX
Against the resolution XXXXXX
Abstain from the resolution XXXXXX
Therefore I declare resolution [NUMBER] carried/lost
Meeting Close Is there any other business that can lawfully be brought forward?
I would now like to give you an opportunity to ask any further questions
< >>
There being no more questions, I would like to thank you all for your
attendance at today's meeting and I now formally declare the 2004
Annual General Meeting of Hamilton James & Bruce Group Limited
closed.

PROXY SUMMARY OF VOTES
FRIDAY 19 NOVEMBER 2004

PARAMETERS

ssuer Code : HJB

Report Name : PROXY SUMMARY OF VOTES REPORT

Meeting Id : HJBAG200402

PROXY SUMMARY OF VOTES FRIDAY 19 NOVEMBER 2004

Available Votes

Total Total
Resolution For
Votes
A A A A A A A A A A
.For
Holders Percent
For Open
Votes
Open
Holders
Open
Percent
Against
Against
Example 11 Holders Percent
Votes
Against Available
Votes
Disregarded
Votes
Total Valid Proxy Forms
02A 21,589,195 35 82.83% 4,354,088 18 16.70% $-122,000$ 2 47% 26,065,283 2,710,390
02B 17,716,717 28 70.21% 4,354,088 18 17.26% $3,161,420$ $7 \cdot 12.53\%$ 25,232,225 3,543,448
03 13,945,987 27 67.76% 3,976,038 16 19.32% $2,659,933$ 9 12.92% 20,581,958 8,193,715
04 12,094,375 15 15 58.74% 3,981,038 17 19.34% 4,512,545 20 21.92% 20,587,958 8,187,715
05 15,345,820 27 74.49% 3,981,038 17 19.33% $1,273,100$ 10 6.18% 20,599,958 8,175,715
06 $13,479,104$ 16 65.53% 3,981,038 17 19.35% 3,109,816 19 15.12% 20,569,958 8,205,715
07 13.341.604 16 64.86% 3.981.038 17 19.35% $3.247.316$ 19 15.79% 20,569,958 8,205,715
08 13,341,604 16 64.86% 3,981,038 17 19.35% 3,247,316 19 15.79% 20,569,958 8,205,715
09 13,486,604 16 65.56% 3,981,038 17 19.35% $3,102,316$ 19 15.08% 20,569,958 8,205,715
10 12,137,502 16 59.01% 3,981,038 17 19.35% 4,451,418 19 21.64% 20,569,958 8,205,715
11 15,099,320 17 73.33% 3,981,038 17 19.33% 1,509,600
19
7.33% 20,589,958 8,185,715

PROXY SUMMARY OF VOTES FRIDAY 19 NOVEMBER 2004

Available Votes

Resolution $-$ For $-$
For
- For
Holders Percent
Votes
Open
Open
Holders
Votes
Open
Percent
Against
Against
Against -
Holders Percent
Votes
in the car
Total
Available
Votes
Total
Disregarded
Votes
Total Proxy Forms
02A 21,589,195 35 82.83% 4,354,088 18 16.70% $122,000$ 2 47% 26,065,283 2,710,390
02B 17,716,717 28 70.21% 4,354,088 18 17.26% $3,161,420$ 7 12.53% 25,232,225 3,543,448
03 13,945,987 27 67.76% 3,976,038 16 19.32% $2,659,933$ 9 12.92% 20,581,958 8,193,715
04 12,094,375 15 58.74% 3,981,038 17 19,34% 4,512,545 20 21.92% 20,587,958 8,187,715
05 45,345,820 27 74.49% 3,981,038 17 19.33% $1.273.100$ 10 6.18% 20,599,958 8,175,715
06 13,479,104 16 65.53% 3,981,038 17 19.35% $3,109,816$ 19 $15.12\%$ 20,569,958 8,205,715
07 13,341,604 16 64.86% 3,981,038 17 19.35% $3,247,316$ 19 $15.79\%$ 20,569,958 8,205,715
08 13,341,604 16 64.86% 3,981,038 17 19.35% 3,247,316 19 15.79% 20,569,958 8,205,715
09 13,486,604 16 65.56% 3,981,038 17 19.35% $3,102,316$ 19 15.08% 20,569,958 8,205,715
10 12,137,502 16 59.01% 3,981,038 17 19.35% 4,451,418 19 21.64% 20,569,958 8,205,715
11 15,099,320
17
73.33%
17
3,981,038
19.33% 1,509,600
19
7.33%
20,589,958 8,185,715

PROXY SUMMARY OF VOTES FRIDAY 19 NOVEMBER 2004

Disregarded Votes

Resolution Abstain
Votes
Abstain
Holders
$\langle \cdots \cdots \cdots \cdots \cdots \rangle_{\alpha_{\alpha_{\alpha}}}$ and
No
Instruction
Votes
No
Instruction
Holders
Excluded
Votes
Excluded
Holders
ing a say a thag a love
Invalid Invalid
Votes Holders
Total
Available
Votes
Total
Disregarded
Votes
Total Valid Proxy Forms
02A 1,892,990 $5 \t3 \t317,400$ with $1$ . 0 $\begin{bmatrix} 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & 0 & $ 26,065,283 2,710,390
02B 2,726,048 $\frac{1}{2}$ 817,400 $\frac{1}{2}$ 817,400 $\Omega$ 0 $\mathbb{R}^n \cap \mathbb{C}^n \subset \mathbb{C}^n \subset \mathbb{C}^n$ 25,232,225 3,543,448
03 1,873,990 3 $-817,400$ $-1$ , $5,482,325$ 4 $20,000$ and $ -$ 20,581,958 8,193,715
04 1,867,990 3 $817,400$ 1 $1.5,482,325$ 4 $20,000$ $1$ 20,587,958 8,187,715
05 1,855,990 $817,400$ $1.5,482,325$ 4 $20,000$ and $-1.4$ 20.599,958 8,175,715
06 1,885,990 3 $817,400$ 1 5,482,325 4 $20,000$ . The $1 -$ 20,569,958 8,205,715
07 1,885,990 3 $817,400$ $1.5,482,325$ 4. $20,000$ and $-1$ and $-1$ 20,569,958 8,205,715
08 1,885,990 3 $817,400$ 1. $1 - 5,482,325$ 4. $20.000$ and $1.5$ 20,569,958 8,205,715
09 1,885,990 3. $817,400$ $5,482,325$ 4 $20,000$ . The set of $1.4$ 20,569,958 8,205,715
10 1,885,990 3 $817,400$ 1 $5,482,325$ 4 $20,000$ . The set of $4.5$ 20,569,958 8,205,715
11 1,865,990 $\overline{2}$ 817,400 1. 5,482,325 4 20,000 20,589,958 8,185,715

PROXY SUMMARY OF VOTES FRIDAY 19 NOVEMBER 2004

Disregarded Votes

Resolution Abstain
Votes
Abstain
Holders
The Control No.
:No
Instruction
Votes
Instruction -
Holders
Excluded
Votes
Excluded
Holders
Invalid Invalid
Votes Holders
Total
Available
Votes
Total
Disregarded
Votes
Total Proxy Forms
02A 1,892,990 $5 \t3.817,400$ and $1.6$ 0 0.00000000000000000000000000000000000 26,065,283 2,710,390
02B 2,726,048 $\sim$ 817,400 and $\sim$ 100 and 100 $\Omega$ $\Omega$ $\mathbf{0} \in \mathbb{R}^{n \times n}$ , $\mathbf{0} \in \mathbb{R}^{n \times n}$ , $\mathbf{0} \in \mathbb{R}^{n \times n}$ 25,232,225 3,543,448
03 1,873,990 3 817,400 4 5,482,325 4 $20,000$ and $-1$ 20.581,958 8,193,715
04 1,867,990 3 $817,400$ 1 $1 - 5,482,325$ 4 $20,000$ $1$ 20,587,958 8,187,715
05 1,855,990 $817,400$ 1 5,482,325 4 $20,000$ and $4 -$ 20,599,958 8,175,715
06 1,885,990 $3$ 817,400 1 5,482,325 4 $20,000$ . The $1 -$ 20,569,958 8,205,715
07 1,885,990 3. $817,400$ 1 5,482,325 4 $20,000$ and $1.4$ 20,569,958 8,205,715
08 1,885,990 3 $817,400$ 1 $5,482,325$ 4 $20,000$ $-1$ $1$ 20,569,958 8,205,715
09 1,885,990 3. 817,400 $\sim$ 1 5,482,325 4 $20,000$ and $1.1$ 20,569,958 8,205,715
10 1,885,990 3 $817,400$ $1 \cdot 5,482,325$ 4 $20,000$ . $1.11$ 20,569,958 8,205,715
11 1,865,990 $\overline{2}$ 817,400 1. 5,482,325 4 20,000 1 20,589,958 8,185,715

Number of Proxy forms Processed

Number of Valid Proxy forms Processed

59 59

end of report