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Total Return Securities Fund Regulatory Filings 2013

Aug 21, 2013

34335_rns_2013-08-21_0c480a0a-0217-481e-8ccc-fee10f8c4e3d.zip

Regulatory Filings

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N-PX 1 d570699dnpx.htm THE SWISS HELVETIA FUND, INC. The Swiss Helvetia Fund, Inc.

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 811-05128

The Swiss Helvetia Fund, Inc.

(Exact name of registrant as specified in charter)

1270 Avenue of the Americas, Suite 400

New York, NY 10020

(Address of principal executive offices) (Zip code)

Rudolf Millisits, CEO

Hottinger Capital Corp.

1270 Avenue of the Americas, Suite 400

New York, NY 10020

(Name and address of agent for service)

Registrant’s telephone number, including area code: 212-332-2760

Date of fiscal year end: December 31

Date of reporting period: July 1, 2012 through June 30, 2013

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 (§§ 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

PROXY VOTING RECORD

FOR PERIOD JULY 1, 2012 TO JUNE 30, 2013

Ticker ISIN HOLDINGS Date of AGM Proposed by the issuer (I) or the shareholder (S) Whether the fund cast its vote on the matter Whether the fund cast its vote For or Against board
Banks
CSGN CH0012138530 Credit Suisse Group 4/26/2013 I Yes
1.1 Presentation of the 2012 annual report, the parent company’s 2012 financial statements, the Group’s 2012 consolidated financial statements and the 2012
remuneration report Non voting
1.2 Consultative vote on the 2012 remuneration report For For
1.3 Approval of the 2012 annual report, the parent company’s 2012 financial statements and the Group’s 2012 consolidated financial statements For For
2. Discharge of the acts of the Members of the Board of Directors and Executive Board For For
3.1 Resolution on the appropriation of retained earnings For For
3.2 Resolution on the distribution against reserves from capital contributions in shares and in cash For For
4.1 Changes in share capital: Increase in, amendment to and extension of authorized capital For For
4.2 Changes in share capital: Increase in conditional capital for employee shares For For
5. Other amendments to the Articles of Association (quorum of the Board of Directors) For For
6.1.1 Re-election of Noreen Doyle to the Board of Directors For For
6.1.2 Re-election of Jassim Bin Hamad J.J. Al Thani to the Board of Directors For For
6.1.3 Election of Kai S. Nargolwala to the Board of Directors For For
6.2 Election of the independent auditors: KPMG AG, Zurich For For
6.3 Election of the special auditors: BDO AG, Zurich For For
7. If voting or elections take place on proposals submitted during the Annual General Meeting itself as defined in art. 700 paras. 3 and 4 of the Swiss Code of Obligations, I
hereby instruct the independent proxy to vote in favor of the proposal of the Board of Directors Against Against
UBSN — 1.1 Approval of the annual report and group and parent bank accounts For For
1.2 Advisory vote on the compensation report 2012 For For
2. Appropriation of retained earnings and distribution For For
3. Discharge of the members of the board of directors and the group executive board for the financial year 2012 For For
4.1.1 Re-election of member of the board of directors: Axel A. Weber For For
4.1.2 Re-election of member of the board of directors: Michel Demare For For
4.1.3 Re-election of member of the board of directors: David Sidwell For For
4.1.4 Re-election of member of the board of directors: Rainer-Marc Frey For For
4.1.5 Re-election of member of the board of directors: Ann F. Godbehere For For
4.1.6 Re-election of member of the board of directors: Axel P. Lehmann For For
4.1.7 Re-election of member of the board of directors: Helmut Panke For For
4.1.8 Re-election of member of the board of directors: William G. Parrett For For
4.1.9 Re-election of member of the board of directors: Isabelle Romy For For
4.1.10 Re-election of member of the board of directors: Beatrice Weder Di Mauro For For
4.1.11 Re-election of member of the board of directors: Joseph Yam For For
4.2 Election of Reto Francioni to the board of directors For For
4.3 Re-election of the auditors, Ernst and Young Ltd., Basel For For
5. Ad hoc Against Against
VONN — 1. Annual report, annual financial statement and group financial statement 2012, report by the statutory auditors For For
2. Discharge of the members of the board of directors and management for the financial year 2012 For For
3. Appropriation of retained earnings For For
4.1.1 Re-election of Herbert J. Scheidt as a member of board of director For For
4.1.2 Re-election of Bruno Basler as a member of board of director For For
4.1.3 Re-election of Peter Quadri as a member of board of director For For
4.1.4 Re-election of Dr. Frank Schnewlin as a member of board of director For For
4.1.5 Re-election of Clara C. Streit as a member of board of director For For
4.1.6 Re-election of Marcel Zoller as a member of board of director For For
4.2.1 Election of Dominic Brenninkmeyer as a member of board of director For For
4.2.2 Election of Nicolas Oltramare as a member of board of director For For
5. Re-election of the statutory auditors / Ernst and Young Ltd., Zurich For For
6. Ad hoc Against Against
3/19/2013 Yes
1. Approval of the annual report, the annual financial statements and the consolidated financial statements for the business year 2012 For For
2. Appropriation of the results For For
3. Discharge to the members of the board of directors and the Executive management For For
4. Re-election of the auditors PricewaterhouseCoopers Sa, Geneva For For
5.1 Amendments to the articles of association: Extension and increase of the authorized share capital (article 3b of the articles of association) For For
5.2 Amendments to the articles of association: Increase of the conditional share capital (article 3c of the articles of association) For For
6.Additional and/or counter-proposals Against Against

| NOBN SW — 1. Approval of the annual report 2012 consisting of the business report, the statutory financial statements and the consolidated financial statements of Nobel Biocare Holding
Ltd | For | For |
| --- | --- | --- |
| 2. Consultative vote: Ratification of the remuneration report for 2012 | For | For |
| 3.1 Appropriation of the balance sheet result 2012 and distribution of dividend: Carry forward of the Accumulated deficit 2012 | For | For |
| 3.2 Appropriation of the balance sheet result 2012 and distribution of dividend: Allocation of reserves from capital contributions to free reserves and distribution of
dividend of CHF 0.20 per registered share | For | For |
| 4. Discharge of the board of directors | For | For |
| 5.1 Re-election of member of the board of directors: Ms.Daniela Bosshardt-Hengartner | For | For |
| 5.2 Re-election of member of the board of directors: Mr.Raymund Breu | For | For |
| 5.3 Re-election of member of the board of directors: Mr.Edgar Fluri | For | For |
| 5.4 Re-election of member of the board of directors: Mr.Michel Orsinger | For | For |
| 5.5 Re-election of member of the board of directors: Mr.Juha Raeisaenen | For | For |
| 5.6 Re-election of member of the board of directors: Mr.Oern Stuge | For | For |
| 5.7 Re-election of member of the board of directors: Mr.Rolf Watter | For | For |
| 5.8 Re-election of member of the board of directors: Mr.Georg Watzek | For | For |
| 6. Election of one new member to the board of directors: Mr.Franz Maier | For | For |
| 7. Re-election of the auditors: KPMG Ag, Zurich | For | For |
| 8. Additional and/or counter-proposals | Against | Against |

TECN — 1. Status report of the board of directors, annual financial statements and consolidated financial statements 2012, auditors’ report For For
2. Advisory vote on the compensation report For For
3.A Appropriation of available retained earnings For For
3.B Allocation from the legal reserves (capital contribution reserve) to the free reserve and payout For For
4. Discharge of the members of the board of directors and the management board For For
5.1.A Re-election of Mr. Heinrich Fischer as a member of the board of directors For For
5.1.B Re-election of Dr. Oliver Fetzer as a member of the board of directors For For
5.1.C Re-election of Dr. Karen Huebscher as a member of the board of directors For For
5.1.D Re-election of Mr. Gerard Vaillant as a member of the board of directors For For
5.1.E Re-election of Mr. Erik Wallden as a member of the board of directors For For
5.1.F Re-election of Mr. Rolf Classon as a member of the board of directors For For
5.2.A Election of Dr. Christa Kreuzburg as a member of the board of directors For For
6. Re-election of the auditor KPMG AG, Zurich For For
ATLN — 1. Approval of the business report consisting of the annual report, the annual statutory accounts and the consolidated accounts as of 31 December 2012 For For
2. Approve allocation of income and dividends of CHF 1.00 per share from capital contribution reserves For For
3. Consultative vote on compensation report For For
4. Discharge of the board of directors and of the senior management For For
5. Approve CHF 3.2 million reduction in share capital via cancellation of repurchased shares For For
6.1 Re-election of Mr. Werner Henrich as board member For For
6.2 Re-election of Mr. Armin Kessler as board member For For
6.3 Re-election of Mr. Jean Malo as board member For For
6.4 Election of Mr. John J. Greisch as new board member For For
7. Election of the statutory auditor Ernst and Young Ag, Basel For For
8. Additional and/or counterproposals Abstain For
BTHIV — 1. Opening of the meeting Non voting Non voting
2. Calling the meeting to order Non voting Non voting
3. Election of persons to scrutinize the minutes and to supervise the counting of-votes Non voting Non voting
4. Recording the legality of the meeting Non voting Non voting
5. Recording the attendance at the meeting and adoption of the list of votes Non voting Non voting
6. Presentation of the annual accounts, the report of the board of directors and-the auditor’s report for the year 2012 Non voting Non voting
7. Adoption of the financial statements For For
8. Booking of the loss of the financial year. Board proposes not to pay any dividend For For
9. Resolution on the discharge of the members of the board of directors and the managing director from liability For For
10. Resolution on the remuneration of the members of the board of directors For For
11. Resolution on the number of members of the board of directors. The board proposes on the basis of recommendation of the nomination committee that number of members would
be six (6) For For
12. Election of members of the board of directors. The board proposes on the basis of recommendation of the nomination committee that the current members P. Fellner, W.M.
Burns, M. Karhapaa, B. Kastler, I. Kola and G. Magni be re-elected For For
13. Resolution on the remuneration of the auditors For For
14. Election of the auditors. The board proposes on the basis of recommendation of the audit committee that PricewaterhouseCoopers Oy and Mr. J. Rajalahti would be re-elected
as the auditors For For
15. Authorising the board of directors to decide on the issuance of shares as well as the issuance of options and other rights entitling to shares For For
16. Closing of the meeting Non voting Non voting
4/23/2013 Yes
1.1 Approval of the annual report, including the annual financial statements and the group consolidated financial statements for the year 2012 For For
1.2 Consultative vote on the compensation system For For
2. Discharge of the members of the board of directors and the executive committee For For
3. Appropriation of the available earnings as per balance sheet 2012 and dividend decision: CHF 9.50 per share For For
4.1 Re-election of Michael Mack to the board of director For For
4.2 Re-election of Jacques Vincent to the board of director For For
4.3 Election of Eleni Gabre-Madhin to the board of director For For
4.4 Election of Eveline Saupper to the board of director For For
5. Election of the external auditor Ernst and Young Ag For For
6. Additional and/or counter—proposals Against Against
LONN — 1. Annual report, consolidated financial statements and financial statements of Lonza Group Ltd; reports of the auditors For For
2. Consultative vote on the remuneration report For For
3. Discharge of the members of the Board of Directors For For
4. Appropriation of available earnings / Reserves from contribution of capital For For
5.1.a Re-election to the Board of Directors: Patrick Aebischer For For
5.1.b Re-election to the Board of Directors: Jean- Daniel Gerber For For
5.1.c Re-election to the Board of Directors: Margot Scheltema For For
5.1.d Re-election to the Board of Directors: Rolf Soiron For For
5.1.e Re-election to the Board of Directors: Peter Wilden For For
5.2.a Elections to the Board of Directors: Werner J. Bauer For For
5.2.b Elections to the Board of Directors: Thomas Ebeling For For
5.2.c Elections to the Board of Director: Antonio Trius For For
6. Re-election of the auditor for the 2013 fiscal year, KPMG Ltd, Zurich For For
7. The Board of Directors proposes that the authorized share capital of the Company in a maximum amount of CHF 5,000,000 be renewed for a period of two years until
9 April 2015 and Article 4ter of the Articles of Association be amended accordingly For For
8.A Approval of the proposal of the Board of Directors For For
8.B Abstention Abstain Against
ALLN CH0008837566 Allreal Holding AG 4/5/2013 I Yes
1. Annual report, annual accounts and accounts of the group 2012 For For
2. Appropriation of the balance profit 2012 For For
3. Distribution to the shareholders For For
4. Discharge of the members of the board of directors and the management For For
5.1.1 Election Mr. Olivier Steimer (new member) to the board of director For For
5.1.2 Election Mr. Peter Spuhler (new member) to the board of director For For
5.2 Election of the auditors: Ernst And Young, Zurich For For
6. Additional and/or counter- proposals Against Against
Construction and Materials
BEAN CH0001503199 Belimo Holding AG 4/8/2013 I Yes
1. Approval of the annual report including the financial statements, management report and consolidated financial statements for 2012. Acceptance of the reports of the
statutory and group auditors KPMG AG For For
2. Resolution on the appropriation of available earnings For For
3. Advisory vote on compensation system and compensation for the financial year 2012 For For
4. Discharge of the board of directors For For
5. Amendment to the articles of incorporation art. 13 (voting right) remove art. 13 Paras. 2 and 3 without replacement For For
6.1 Elections of the board of director: Werner Buck For For
6.2 Elections of the board of director: Martin Hess For For
6.3 Elections of the board of director: Walter Linsi For For
6.4 Elections of the board of director: Prof. Dr. Hans Peter Wehrli For For
6.5 Elections of the board of director: Dr. Martin Zwyssig For For
7. Election of the group and statutory auditors KPMG AG For For
8. Additional and/or counter-proposals Against Against
HOLN — 1.1 Approval of the annual report, annual consolidated financial statements of the group and annual financial statements of Holcim Ltd For For
1.2 Advisory vote on remuneration report For For
2. Discharge of the members of the board of directors and the persons entrusted with management For For
3.1 Appropriation of retained earnings For For
3.2 Determination of the payout from capital contribution reserves For For
4.1.1 Re-election of Dr. Beat Hess as a board of director For For
4.1.2 Re-election of Dr. Rolf Soiron as a board of director For For
4.2.1 Election of Mrs. Hanne Birgitte Breinbjerg Sorensen as a board of director For For
4.2.2 Election of Mrs. Anne Wade as a board of director For For
4.3 Re-election of the Auditors: Ernst and Young Ltd, Zurich For For
5. Ad hoc Abstain For

| XTA — 1. That, for the purposes of giving effect to the New Scheme:(a) the directors of the Company be authorised to take all such actions as they may consider necessary or
appropriate for carrying the New Scheme into full effect; (b) the re- classification of the ordinary shares of the Company and the Reduction of Capital (including any reversals or contingencies associated therewith) be approved; (c) the
capitalisation of the reserve arising from the Reduction of Capital in paying up the Further Xstrata Shares to be allotted to Glencore International plc (or its nominee(s)) be approved; (d) the directors of the Company be authorised to allot the New
Xstrata Shares to Glencore International plc (or its nominee(s)) as referred to in paragraph (c) above; and (e) the amendments to the articles of association of the Company be approved | I — I | Against | Against |
| --- | --- | --- | --- |
| 2. That: 2.1 the Revised Management Incentive Arrangements, as defined in the New Scheme Circular, be approved and the directors of the Company be authorised to do or procure
to be done all such acts and things on behalf of the Company as they consider necessary or expedient for the purpose of giving effect to such arrangements; and 2.2 the Revised New Xstrata 2012 Plan, as defined in the New Scheme Circular, be adopted
and that the directors of the Company be authorised to do or procure to be done all such acts and things on behalf of the Company as they consider necessary or expedient for the purpose of giving effect to the Revised New Xstrata 2012
Plan | I | Against | Against |

XTA GB0031411001 Xstrata PLC 4/17/2013 Yes
1. To approve the said New Scheme subject to the Revised Management Incentive Arrangements Resolution to be proposed at the Further Xstrata General Meeting being
passed I For For
2. PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: To approve the said New Scheme subject to the Revised Management Incentive Arrangements Resolution to be proposed at
the Further Xstrata General Meeting not being passed S Against Against
Food & Beverages
EMMN CH0012829898 EMMI AG 4/25/2013 I Yes
1. Presentation and approval of the Annual Report, Consolidated Financial Statements and Financial Statements of Emmi AG for 2012 For For
2. Discharge of the members of the Board of Directors For For
3. Resolution on the appropriation of available earnings 2012; setting of the distribution from the capital contribution reserves For For
4. Election to the Board of Directors: Election of Monique Bourquin, lic. oec. HSG, for a term of office of two years For For
5. Appointment of statutory and Group auditors: Appointment of PricewaterhouseCoopers AG, Lucerne, as the statutory and Group auditor for financial year 2013 For For
6. In the case of ad-hoc shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of
directors Abstain Against

| LISN — 1. Approval of annual report and the annual financial statements of the Chocoladenfabriken Lindt and Spruengli Ag as well as the consolidated financial statements of the Lindt
and Spruengli group for the fiscal year 2012 | For | For |
| --- | --- | --- |
| 2. Discharge of the board of directors | For | For |
| 3.1 Appropriation of retained earnings of the Chocoladenfabriken Lindt and Spruengli Ag | For | For |
| 3.2 Conversion of reserves from the contribution of capital and distribution of dividend | For | For |
| 4.1 Re-election of Mr. Kurt Widmer of the board of directors | For | For |
| 4.2 Re-election of Mr. Rudolf K. Spruengli of the board of directors | For | For |
| 5. Re-election of the auditors PricewaterhouseCoopers Ag, Zurich | For | For |
| 6. Reduction of share and participation capital | For | For |
| 7. Ad-hoc | Abstain | Abstain |

NESN — 1.1 Approval of the Annual Report, the financial statements of Nestle S.A. and the consolidated financial statements of the Nestle Group for 2012 I — I For For
1.2 Acceptance of the Compensation Report 2012 (advisory vote) I For For
2. Release of the members of the Board of Directors and of the Management I For For
3. Appropriation of profits resulting from the balance sheet of Nestle S.A. (proposed dividend) for the financial year 2012 I For For
4.1.1 Re-elections to the Board of Directors: Mr. Peter Brabeck-Letmathe I For For
4.1.2 Re-elections to the Board of Directors: Mr. Steven G. Hoch I For For
4.1.3 Re-elections to the Board of Directors: Ms. Titia de Lange I For For
4.1.4 Re-elections to the Board of Directors: Mr. Jean- Pierre Roth I For For
4.2 Election to the Board of Directors Ms. Eva Cheng I For For
4.3 Re-election of the statutory auditors KPMG SA, Geneva branch I For For
IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL-MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE ACCORDING TO THE F-OLLOWING
INSTRUCTION: 1 OPTION EITHER 5.A, 5.B OR 5.C NEED TO BE INSTRUCTED (W-ITH YES) TO SHOW, WHICH VOTING OPTION INVESTOR CHOSE IN THE EVENT OF NEW OR MO-DIFIED PROPOSALS Non voting Non voting
5.A MANAGEMENT RECOMMENDS A FOR VOTE ON THIS PROPOSAL: Vote in accordance with the proposal of the Board of Directors S
5.B Vote against the proposal of the Board of Directors S
5.C Ad-hoc S For Against
Industrial Goods and Services — ABBN CH0012221716 ABB Ltd 4/25/2013 I Yes
2.1 Approval of the annual report, the consolidated financial statements, and the annual financial statements for 2012 For For
2.2 Consultative vote on the 2012 remuneration report For For
3. Discharge of the board of directors and the persons entrusted with management For For
4. Appropriation of available earnings and distribution of capital contribution reserve For For
5. Renewal of authorized share capital For For
6.1 Re-election to the board of directors: Roger Agnelli For For
6.2 Re-election to the board of directors: Louis R. Hughes For For
6.3 Re-election to the board of directors: Hans Ulrich Maerki For For
6.4 Re-election to the board of directors: Michel De Rosen For For
6.5 Re-election to the board of directors: Michael Treschow For For
6.6 Re-election to the board of directors: Jacob Wallenberg For For
6.7 Re-election to the board of directors: Ying Yeh For For
6.8 Re-election to the board of directors: Hubertus Von Gruenberg For For
7. Re-election of the auditors / Ernst and Young AG For For
8. Ad hoc Against Against
BUCN CH0002432174 Bucher Industries AG 4/11/2013 I Yes
1.1 To approve the annual report and the consolidated and statutory financial statements for 2012 For For
1.2 To acknowledge the 2012 remuneration report For For
2. To ratify the acts of the board of directors and group management for the 2012 financial year For For
3. Approve allocation of income and dividends of CHF 5.00 per share For For
4.1 Re-election of the board of director: Mr Rolf Broglie For For
4.2 Re-election of the board of director: Ms Anita Hauser For For
5. Election of the auditors / PricewaterhouseCoopers AG, Zurich For For
6. Ad-hoc Against Against
BCHN I
1. Welcome and opening statements Non-Voting
2.1 Approval of the annual report 2012 For For
2.2 Approval of the compensation report For For
3. Appropriation of retained earnings For For
4. Discharge of the Board of Directors and the Executive Board For For
5.1 Amendments to the Articles of Association: Renewal of authorized capital: article: 3a For For
5.2 Amendments to the Articles of Association: Nominees—Registration of voting rights in the Share Register: article: 6 For For
6.1 The Board of Directors proposes that Hans Hess, Swiss, member of the Board of Directors since 2006, be re-elected to the Board for the period of one year For For
6.2 The Board of Directors proposes that Valentin Vogt, Swiss, member of the Board of Directors since 2002, be re-elected to the Board for the period of one
year For For
7. Appointment of the statutory auditors: PricewaterhouseCoopers AG For For
8. In the case of ad-hoc/Miscellaneous shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of
directors Against Against

| MBTN — 1. Approval of the annual report 2012, the annual financial statements 2012 and the consolidated financial statements 2012, presentation of the reports of the
auditors | For | For |
| --- | --- | --- |
| 2. Use of balance sheet profit | For | For |
| 3. Release of the members of the board of directors and management board | For | For |
| 4.1 Re-election of Rudolf Samuel Guedel as a member of the board of directors for a period of three years | For | For |
| 4.2 Re-election of Prof. Dr. Konrad Wegener as a member of the board of directors for a period of three years | For | For |
| 4.3 Election of the auditors / Pricewaterhousecoopers Ltd, Bern | For | For |
| 5. Election of the auditors / Pricewaterhousecoopers Ltd, Bern | For | For |
| 6. Ordinary capital increase | For | For |
| 7. Ad hoc | Against | Against |

OERL — 1.1 Approval of the annual report, the annual financial statements of OC Oerlikon Corporation AG, Pfaeffikon and the consolidated financial statements 2012 For For
1.2 Consultative vote on the remuneration report 2012 For For
2.1 Allocation of the 2012 available earnings For For
2.2 Distribution of dividend from reserves from capital contributions For For
3. Discharge of the members of the board of directors for the financial year 2012 For For
4.1.1 Re-election of Tim Summers to the board of directors For For
4.1.2 Re-election of Kurt J. Hausheer to the board of directors For For
4.1.3 Re-election of Gerhard Pegam to the board of directors For For
4.1.4 Re-election of Carl Stadelhofer to the board of directors For For
4.1.5 Re-election of Hans Ziegler to the board of directors For For
4.2 Election of Mikhail Lifshitz to the board of directors For For
5. Re-election of the auditors KPMG AG, Zurich For For
6. Ad-Hoc Against Against
SCHP VX N/A
1.A Approval of the 85th annual report, the financial statements and the consolida-ted group financial statements 2012, and receipt of the reports of the statuto-ry auditors.
The board of directors proposes that the general meeting approves-the annual report, the financial statements and the consolidated group financ-ial statements Non Voting Non Voting
1.B Compensation report 2012. The board of directors proposes that the general mee-ting acknowledges the compensation report Non Voting Non Voting
2. Appropriation of profits as per balance sheet. The board of directors proposes-that the general meeting approves the following appropriation of the 2012 pro-fits as per
balance sheet Non Voting Non Voting
3. Discharge of the members of the board of directors and of the management. The-board of directors proposes that the general meeting grants discharge to all m-embers of the
board of directors and of the management for the expired financi-al year 2012 Non Voting Non Voting
4.1.1 Election of new members of the board of directors. The board of directors prop-oses that the general meeting elects the following person as new member of the-board of
directors for a term of office of 3 years until the annual general m-eeting 2016: Prof. Dr. Monika Butler, Zurich. Monika Butler, born in 1961, has-worked since 2008 as director of the institute for Empirical Economic Researc-h of the University of
St. Gallen and since 2009 also as dean of the school of-economics and political science. Furthermore she has been full professor of e-conomics and public policy since 2004. Since 2010 she has been a member of the-bank council of the Swiss National
Bank. Mrs. Butler graduated in mathematics-with a major in physics at the University of Zurich. After gaining practical- experience she obtained a Ph.D. in economics of the University of St. Gallen Non Voting Non Voting

| 4.1.2 Election of new members of the board of directors. The board of directors prop-oses that the general meeting elects the following person as
new member of the-board of directors for a term of office of 3 years until the annual general m-eeting 2016: Anthony Nightingale, Hong Kong. Anthony Nightingale, born in 1947-, is a British citizen. In 1969 he joined the Jardine Matheson Group. From
200-6 to March 2012 he was its managing director (CEO). Currently Mr. Nightingale-has several directorships with Jardine Matheson Holdings, Jardine Cycle & Carr-iage, Jardine Strategic, Dairy Farm International, Hong Kong land und mandarin-
oriental international. He is an advisor of academic partnerships internation-al and of Dickson concepts as well as a commissioner of Astra International. I-n Hong Kong Mr. Nightingale holds further offices and functions, e.g. as chair-man of the
Hong Kong-APEC trade policy study group. He is a past chairman of t-he Hong Kong general chamber of commerce | Non Voting | Non Voting |
| --- | --- | --- |
| 4.1.3 Election of new members of the board of directors. The board of directors prop-oses that the general meeting elects the following person as new member of the-board of
directors for a term of office of 3 years until the annual general m-eeting 2016: Carole Vischer, Hergiswil. Carole Vischer, born in 1971, graduate-d from the University of Basel with a Master of Law (lic. iur.) in 1996. Since-2002 she has managed
the charitable foundation Dr. Robert und Lina Thyll- Durr-, Stansstad,, currently as its president. Since 2010, Mrs. Vischer has been a-member of the board of directors of Schindler Elevators Ltd., Ebikon. Mrs. Vis-cher is a member of the 5th
generation of the family Schindler-Bonnard | Non Voting | Non Voting |
| 4.2 Re-election of the statutory auditors for the financial year 2013. The board o-f directors proposes that the general meeting re-elects Ernst & Young Ltd., Ba-sel, as
statutory auditors for the financial year 2013 | Non Voting | Non Voting |

| 5.1 Capital reduction: Reduction of the share capital as a consequence of the repu-rchase program launched on 4 January 2010 and terminated as
per 31 December 20-12 for a maximum of 10 % of the nominal capital, and of the registered shares-repurchased under this repurchase program, the board of directors proposes tha-t the general meeting reduces the share capital of currently
CHF 7144 005.60 b-y way of elimination of 552 411 treasury registered shares by CHF 55241.10 to-CHF 7088764.50, and confirms that according to the result of the report of the- auditors Ernst & Young Ltd. The claims of the creditors are fully
covered des-pite the reduction of the share capital, and amends paragraph 1 of article 4 o-f the articles of association as follows (amendments in bold) the share capita-l amounts to CHF 7088764.50. it is divided into 70887645 fully paid-up
registe-red shares with a par value of CHF 0.10 (10 cents) each | Non Voting | Non Voting |
| --- | --- | --- |
| 5.2 Capital reduction: Reduction of the participation capital as a consequence of-the Repurchase program launched on 4 January 2010 and terminated as per 31 Dec-ember
2012 for a maximum of 10 % of the nominal capital, and of the participat-ion certificates repurchased under this repurchase program, the board of direc-tors proposes that the general meeting reduces the participation capital of cu-rrently CHF
4689480. by way of elimination of 722891 treasury participation ce-rtificates by CHF 72 289.10 to CHF 4 617 190.90, and confirms that according t- o the result of the report of the auditors Ernst Young Ltd. The claims of the-creditors are fully
covered despite the reduction of the participation capital-, and amends paragraph 1 of article 7 of the articles of association as follow-s (amendments in bold) the participation capital amounts to CHF 4617190.90. it-is divided into 46171909 fully
paid-up bearer participation certificates with-a par value of CHF 0.10 (10 cents) each | Non Voting | Non Voting |

| SUN VX — 1.1 Annual report, annual accounts and consolidated financial statements 2012 reports of the company’s auditors the board of directors proposes that the annual report,
the annual accounts and the consolidated financial statements 2012 be approved | For | For |
| --- | --- | --- |
| 1.2 Advisory vote on the compensation report 2012 the board of directors proposes to approve the compensation report 2012 according to pages 62, 68 of the annual
report | For | For |
| 2. Appropriation of net profits the board of directors proposes to distribute the total balance of CHF 363,230,184, comprising the net profits for the year 2012 of CHF
349,300,000 and retained profits of CHF 13,930,184, as follows dividend payment CHF 109,639,584 allocation to free reserves CHF 240,000,000 carried forward to new account CHF 13,590,600 if this proposal is approved, the gross dividend (before
deduction of the Swiss withholding tax of 35) will amount to CHF 3.20 per share. Dividends will be paid out on April 5, 2013. Any shares held by Sulzer Ltd and its subsidiaries on the dividend payment date shall not be eligible to
dividends | For | For |
| 3. Discharge the board of directors proposes that discharge be granted to its members and the corporate executive management for the business year 2012 | For | For |
| 4.1.1 To re-elect Messrs. Thomas Glanzmann for a further one-year term of office | For | For |
| 4.1.2 To re-elect Vladimir V. Kuznetsov for a further one-year term of office | For | For |
| 4.1.3 To re-elect Mrs. Jill Lee for a further one-year term of office | For | For |
| 4.1.4 To re-elect Messrs. Marco Musetti for a further one-year term of office | For | For |
| 4.1.5 To re-elect Luciano Respini for a further one-year term of office | For | For |
| 4.1.6 To re-elect Klaus Sturany for a further one-year term of office | For | For |
| 4.2 Election of one new member, the board of directors proposes to elect Mr. Manfred Wennemer for a one-year term as new member to the board | For | For |
| 5. Election of auditors, the board of directors proposes to elect KPMG Ltd for a one-year term as auditors for the designated legal duties | For | For |
| 6. Ad Hoc | Against | Against |

Insurance — ZURN CH0011075394 Zurich Insurance Grouop AG 4/4/2013 I Yes
1.1 Approval of the annual report, the annual financial statements and the consolidated financial statements for 2012 For For
1.2 Advisory vote on the remuneration system according to the remuneration report For For
2.1 Appropriation of available earnings for 2012 For For
2.2 Appropriation of reserves from capital contributions For For
3. Discharge of members of the board of directors and of the group executive committee For For
4.1.1 Election of Ms. Monica Maechler as the board of director For For
4.1.2 Re-election of Ms. Susan Bies as the board of director For For
4.1.3 Re-election of Mr. Victor L.L. Chu as the board of director For For
4.1.4 Re-election of Mr. Rolf Watter as the board of director For For
4.2 Re-election of auditors PricewaterhouseCoopers ltd, Zurich For For
5. Additional and/or counter-proposals Against Against
SLHN CH0014852781 Swiss Life Hld 4/23/2013 I Yes
1.1 Annual Report 2012 (Review of Operations, Consolidated Financial Statements and Annual Financial Statements) For For
1.2 Compensation Report For For
2.1 Appropriation of profit 2012 For For
2.2 Distribution out of the capital contribution reserves For For
3. Discharge of the members of the Board of Directors For For
4. Amendment of the Articles of Association relating to the increase in conditional capital: Article 4.9 For For
5.1 Re-election to the Board of Directors: Peter Quadri For For
5.2 Election to the Board of Directors: Ueli Dietiker For For
5.3 Election to the Board of Directors: Frank W. Keuper For For
5.4 Election to the Board of Directors: Klaus Tschutscher For For
6. Election of the Statutory Auditor: PricewaterhouseCoopers Ltd For For
7. Additional and/or Counter-Proposals Against Against
5/17/2013 Yes
1. Approval of the 2012 Annual Report, including the Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2012 and the Statutory Financial Statements of
Transocean Ltd. for Fiscal Year 2012 I For For
2. Appropriation of the Available Earnings for Fiscal Year 2012 I For For
3.A Payment of a Distribution in Principle I For For
3.B.1 The Board of Directors Distribution Proposal: The Board of Directors proposes that (A) CHF 1,595,054,382 of general legal reserves from capital contribution be released
and allocated to ‘‘dividend reserve from capital contributions” (the “Dividend Reserve”), (B) a dividend in the amount of USD 2.24 per outstanding share of the Company be distributed out of, and limited at a maximum to the
amount of, such Dividend Reserve and paid in installments at such times and at such record dates as shall be determined by the Board of Directors in its discretion, and (C) any amount of the Dividend Reserve remaining after payment of the final
installment be automatically reallocated to “general legal reserves from capital contribution.” Dividend payments shall be made with respect to the outstanding share capital of the Company on the record date for the applicable installment,
which amount will exclude any shares held by the Company or any of its direct or indirect subsidiaries. The Board of Directors’ proposed shareholder resolution is included in Annex A I Against Against

| 3.B.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Icahn Group Distribution Proposal: The Icahn Group has requested the inclusion of the following item and
proposal on the agenda of the 2013 annual general meeting: (A) CHF 2,110,000,000 shall be released from ‘‘legal reserve, reserve from capital contributions,’’ and such amount shall be allocated to ‘‘free reserve,
dividend reserve from capital contributions,’’ and (B) a dividend in the amount of USD 4.00 per share of the Company be distributed out of such ‘‘legal reserve, reserve from capital contributions’’ and paid in four
equal quarterly installments. Dividend payments shall be made with respect to the outstanding share capital of the Company on the record date for the applicable installment, which amount will exclude any shares held by the Company or any of its
direct or indirect subsidiaries. The Icahn Group’s proposed shareholder resolution is included in Annex B | S | For | Against |
| --- | --- | --- | --- |
| 4. Re-adoption of the Authorized Share Capital | I | For | For |
| 5. Shareholder proposal regarding the repeal of the Company’s staggered board by amendment to Article 23 of the Company’s Articles of
Association | I | For | For |
| 6.A Election of Frederico F. Curado as a Director | I | For | For |
| 6.B Re-election of Steven L. Newman as a Director | I | For | For |
| 6.C Re-election of Thomas W. Cason as a Director | I | For | For |
| 6.D Re-election of Robert M. Sprague as a Director | I | N/A | N/A |
| 6.E Re-election of J. Michael Talbert as a Director | I | N/A | N/A |
| 6.F PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Election of John J. Lipinski as a Director | S | Yes | Against |
| 6.G PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Election of Jose Maria Alapont as a Director | S | Yes | Against |
| 6.H PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: Election of Samuel Merksamer as a Director | S | Yes | Against |
| 7. Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2013 and Reelection of Ernst & Young Ltd,
Zurich, as the Company’s Auditor for a Further One-Year Term | I | For | For |
| 8. Advisory Vote to Approve Named Executive Officer Compensation | I | For | For |

WFT — 1. Accept financial statements and statutory reports For For
2. Approve discharge of board and senior management Abstain Abstain
3.A Re-elect Bernard J. Duroc-Danner as director Against Against
3.B Re-elect Nicholas F. Brady as director Abstain Abstain
3.C Re-elect David J. Butters as director Abstain Abstain
3.D Re-elect John D. Gass as director Abstain Abstain
3.E Re-elect Francis S. Kalman as director Abstain Abstain
3.F Re-elect William E. Macaulay as director Abstain Abstain
3.G Re-elect Robert K. Moses, Jr. as director Abstain Abstain
3.H Re-elect Guillermo Ortiz as director Abstain Abstain
3.I Re-elect Emyr Jones Parry as director Abstain Abstain
3.J Re-elect Robert A. Rayne as director Abstain Abstain
4. Ratify the appointment of KPMG LLP as independent registered public accounting firm and elect KPMG AG as our Swiss statutory auditor For For
5. Approve amendments to our articles of association to authorize issuable authorized capital in an amount equal to 18.22 percent of current stated capital and grant authority
to the board of directors to issue shares from authorized share capital for the period from June 20, 2013 to June 20, 2015 For For
6. Advisory vote to ratify named executive officers compensation For For
2/22/2013 Yes
A.1 Approval of the Annual Report, the Financial Statements of Novartis AG and the Group Consolidated Financial Statements for the Business Year 2012: Under this item, the
Board of Directors proposes approval of the Annual Report the Financial Statements of Novartis AG and the Group Consolidated Financial Statements for the Business Year 2012 For For
A.2 Discharge from Liability of the Members of the Board of Directors and the Executive Committee: Under this item, the Board of Directors proposes discharge from liability of
its members and those of the Executive Committee for the business year 2012 For For
A.3 Appropriation of Available Earnings of Novartis AG and Declaration of Dividend: Under this item, the Board of Directors proposes to use the available earnings of Novartis
AG of 2012 for the purpose of distributing a gross dividend of CHF 2.30 per share as follows This will result in a payout ratio of 65% of the Group’s consolidated net income expressed in USD.(as specified) Payout ratio is calculated by
converting into USD the proposed total gross dividend amount in CHF at the CHF-USD exchange rate of December 31, 2012 based on an estimated number of shares outstanding on dividend payment date and dividing it by the USD consolidated net income
attributable to shareholders of Novartis AG based on the 2012 Novartis Group consolidated financial statements. No dividend will be declared on treasury shares held by Novartis AG and certain other treasury shares held by other Group
companies For For

| A.4 Consultative Vote on the Compensation System: Under this item, the Board of Directors proposes that the newly proposed Compensation System of Novartis be endorsed
(non-binding consultative vote) | For | For |
| --- | --- | --- |
| A.5.1 Election of Verena A. Briner, M.D: Under this item, the Board of Directors proposes the election of Verena A. Briner, M.D., for a three-year term | For | For |
| A.5.2 Election of Joerg Reinhardt, Ph.D: Under this item, the Board of Directors proposes the election of Joerg Reinhardt Ph.D., for a term of office beginning on
August 1, 2013 and ending on the day of the Annual General Meeting in 2016 | For | For |
| A.5.3 Election of Charles L. Sawyers, M.D: Under this item, the Board of Directors proposes the election of Charles L. Sawyers, M.D., for a three-year term | For | For |
| A.5.4 Election of William T. Winters: Under this item, the Board of Directors proposes the election of William T. Winters for a three-year
term | For | For |
| A.6 Appointment of the Auditor: Under this item, the Board of Directors proposes the re-election of PricewaterhouseCoopers AG as auditor of Novartis AG for one
year | For | For |
| B If additional and/or counter-proposals are proposed at the Annual General Meeting | Against | Against |

ROG N/A
1.1 Accept Financial Statements and Statutory Reports Non Voting Non Voting
1.2 Approve Remuneration Report Non Voting Non Voting
2. Approve Discharge of Board and Senior Management Non Voting Non Voting
3. Approve Allocation of Income and Dividends of CHF 7.35 per Share and Non-Voting Equity Security Non Voting Non Voting
4.1 Re-elect Andreas Oeri as Director Non Voting Non Voting
4.2 Re-elect Pius Baschera as Director Non Voting Non Voting
4.3 Re-elect Paul Bulcke as Director Non Voting Non Voting
4.4 Re-elect William Burns as Director Non Voting Non Voting
4.5 Re-elect Christoph Franz as Director Non Voting Non Voting
4.6 Re-elect De Anne Julius as Director Non Voting Non Voting
4.7 Re-elect Arthur Levinson as Director Non Voting Non Voting
4.8 Re-elect Peter Voser as Director Non Voting Non Voting
4.9 Re-elect Beatrice Weder di Mauro as Director Non Voting Non Voting
4.10 Elect Severin Schwan as Director Non Voting Non Voting
5. Ratify KPMG Ltd. as Auditors Non Voting Non Voting
4/30/2013 Yes
1. Approval of the Annual Report, the Consolidated Financial Statements and the Annual Financial Statements for 2012 For For
2. Appropriation of Available Earnings For For
3. Discharge of the Board of Directors and the Persons entrusted with Management For For
4. Amendment to Article 13 para. 1 of the Articles of Incorporation For For
5.a Re-election of Mr. Jorge Born as Board of Directors For For
5.b Re-election of Mr. Luis Andres Holzer Neumann as Board of Directors For For
5.c Re-election of Mr. Jose Lucas Ferreira de Melo as Board of Directors For For
5.d Re-election of Mr. Joaquin Moya-Angeler Cabrera as Board of Directors For For
5.e Election of Mr. Julian Diaz Gonzalez as Board of Directors For For
6. Election of the Auditors: The Board of Directors proposes that Ernst & Young Ltd be elected as the Auditors for the fiscal year 2013 For For
7.A Exercise the voting rights in accordance with the proposals of the Board of Directors For For
7.B Abstain from voting Against Against
5/24/2013 Yes
1. 2012 Annual Report, 2012 annual financial statements (including the compensation report), 2012 consolidated financial statements and the auditors’
reports For For
2. Allocation of the available earnings For For
3. Distribution of General reserve from capital contributions For For
4. Discharge of the members of the Board of Directors and Senior Management For For
5. Authorized Capital: Proposed new article 3ter Para.1 For For
6.1 Amendments of the Articles of Association: Deletion of Article 3bis and Article 11 para.6 Abstain Against
6.2 Amendments of the Articles of Association: Amendment to Article 16 of the Articles of Association Abstain Against
7.1 The Board of Directors proposes the re-election of Mr. Andreas Andreades as a member of the Board of Directors for a new term of office of one (1) year For For
7.2 The Board of Directors proposes the election of Mr. Erik Hansen as a member of the Board of Directors for a term of office of one (1) year\ For For
8. The Board of Directors proposes the re-election of PricewaterhouseCoopers SA, Geneva, as Auditors for a new term of office of one (1) year For For
9. In the case of ad-hoc shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of
directors Against Against
5-Sep-12 Yes
1.1The board of directors proposes that the general meeting, having taken note of the reports of the auditors, approve the consolidated financial statements of the group, the
financial statements of the company and the director’s report for the business year ended 31 March 2012 For For
1.2The board of directors proposes that the 2012 compensation report as per pages 46 to 52 of the annual report and accounts 2012 be ratified (non- binding consultative
vote) For For
2.Approve allocation of income and dividends of CHF 0.55 per A bearer share and CHF 0.055 per B registered share For For
3.Discharge of the board of directors For For
4.1 Re-election of the board of directors : Johann Rupert For For
4.2 Re-election of the board of directors : Dr Franco Cologni For For
4.3 Re-election of the board of directors : Lord Douro For For
4.4 Re-election of the board of directors : Yves-Andre Istel For For
4.5 Re-election of the board of directors : Richard Lepeu For For
4.6 Re-election of the board of directors : Ruggero Magnoni For For
4.7 Re-election of the board of directors : Josua Malherbe For For
4.8 Re-election of the board of directors : Dr Frederick Mostert For For
4.9 Re-election of the board of directors :Simon Murray For For
4.10 Re-election of the board of directors : Alain Dominique Perrin For For
4.11 Re-election of the board of directors : Guillaume Pictet For For
4.12 Re-election of the board of directors : Norbert Platt For For
4.13 Re-election of the board of directors : Alan Quasha For For
4.14 Re-election of the board of directors : Maria Ramos For For
4.15 Re-election of the board of directors : Lord Renwick of Clifton For For
4.16 Re-election of the board of directors : Dominique Rochat For For
4.17 Re-election of the board of directors : Jan Rupert For For
4.18 Re-election of the board of directors : Gary Saage For For
4.19 Re-election of the board of directors : Juergen Schrempp For For
4.20 Re-election of the board of directors : Martha Wikstrom For For
5. Election of the auditors / PricewaterhouseCoopers For For
6. Ad-hoc Against Against

| UHRN — 1. Annual report 2012. 2012 annual report of the board of directors. 2012 financial statements (balance sheet, income statement and notes) and 2012 consolidated financial
statements. Statutory auditor’s report .Approval of the reports and the financial statements | For | For |
| --- | --- | --- |
| 2. Discharge of the board of directors | For | For |
| 3. Resolution for the appropriation of the net income | For | For |
| 4. Re-election to the board of directors (Esther Grether, Nayla Hayek, Georges N. Hayek, Ernst Tanner, Claude Nicollier and Jean-Pierre Roth) | For | For |
| 5. Nomination of the statutory auditors / PricewaterhouseCoopers Ltd | For | For |
| 6. In the case of ad-hoc shareholder motions proposed during the general meeting, I authorize my proxy to act as follows in accordance with the board of
directors | Against | Against |

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: The Swiss Helvetia Fund, Inc.

By:
Rudolf Millisits, Chief Executive Officer

Date August 21, 2013