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: 811-09395 NAME OF REGISTRANT: Third Avenue Variable Series Trust ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 622 Third Avenue New York, NY 10017 NAME AND ADDRESS OF AGENT FOR SERVICE: W. James Hall III 622 Third Avenue New York, NY 10017 REGISTRANT'S TELEPHONE NUMBER: 212-888-5222 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2008 - 06/30/2009 Third Ave Value Portfolio -------------------------------------------------------------------------------------------------------------------------- AMBAC FINANCIAL GROUP, INC. Agenda Number: 933021002 -------------------------------------------------------------------------------------------------------------------------- Security: 023139108 Meeting Type: Annual Meeting Date: 05-May-2009 Ticker: ABK ISIN: US0231391089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR MICHAEL A. CALLEN Mgmt For For JILL M. CONSIDINE Mgmt For For PAUL R. DEROSA Mgmt For For PHILIP N. DUFF Mgmt For For THOMAS C. THEOBALD Mgmt For For LAURA S. UNGER Mgmt For For HENRY D. G. WALLACE Mgmt For For DAVID W. WALLIS Mgmt For For 2 RATIFY SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For AUDITORS FOR 2009. -------------------------------------------------------------------------------------------------------------------------- AVX CORPORATION Agenda Number: 932925463 -------------------------------------------------------------------------------------------------------------------------- Security: 002444107 Meeting Type: Annual Meeting Date: 23-Jul-2008 Ticker: AVX ISIN: US0024441075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR KENSUKE ITOH Mgmt For For YUZO YAMAMURA Mgmt For For DONALD B. CHRISTIANSEN Mgmt For For 02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS, Mgmt For For LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2009. -------------------------------------------------------------------------------------------------------------------------- BANK OF NEW YORK MELLON CORP. Agenda Number: 933014805 -------------------------------------------------------------------------------------------------------------------------- Security: 064058100 Meeting Type: Annual Meeting Date: 14-Apr-2009 Ticker: BK ISIN: US0640581007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR RUTH E. BRUCH Mgmt For For NICHOLAS M. DONOFRIO Mgmt For For GERALD L. HASSELL Mgmt For For EDMUND F. KELLY Mgmt For For ROBERT P. KELLY Mgmt For For RICHARD J. KOGAN Mgmt For For MICHAEL J. KOWALSKI Mgmt For For JOHN A. LUKE, JR. Mgmt For For ROBERT MEHRABIAN Mgmt For For MARK A. NORDENBERG Mgmt For For CATHERINE A. REIN Mgmt For For WILLIAM C. RICHARDSON Mgmt For For SAMUEL C. SCOTT III Mgmt For For JOHN P. SURMA Mgmt For For WESLEY W. VON SCHACK Mgmt For For 02 PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Mgmt For For RESOLUTION RELATING TO 2008 EXECUTIVE COMPENSATION. 03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTANT. 04 STOCKHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shr Against For VOTING. 05 STOCKHOLDER PROPOSAL REQUESTING A 75% RETENTION Shr Against For POLICY FOR SHARES ACQUIRED THROUGH COMPENSATION PLANS. -------------------------------------------------------------------------------------------------------------------------- BRONCO DRILLING COMPANY, INC. Agenda Number: 932938155 -------------------------------------------------------------------------------------------------------------------------- Security: 112211107 Meeting Type: Special Meeting Date: 14-Aug-2008 Ticker: BRNC ISIN: US1122111073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt Against Against AS OF JANUARY 23, 2008, BY AND AMONG ALLIS-CHALMERS ENERGY INC., BRONCO DRILLING COMPANY, INC. AND ELWAY MERGER SUB, INC., AS AMENDED BY THE FIRST AMENDMENT THERETO, DATED AS OF JUNE 1, 2008, PURSUANT TO WHICH BRONCO DRILLING COMPANY, INC. WILL MERGE WITH AND INTO ELWAY MERGER SUB, LLC. 02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING Mgmt Against Against OF BRONCO STOCKHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT, AS AMENDED BY THE FIRST AMENDMENT THERETO. -------------------------------------------------------------------------------------------------------------------------- BRONCO DRILLING COMPANY, INC. Agenda Number: 932963514 -------------------------------------------------------------------------------------------------------------------------- Security: 112211107 Meeting Type: Annual Meeting Date: 17-Nov-2008 Ticker: BRNC ISIN: US1122111073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR D. FRANK HARRISON Mgmt For For GARY C. HILL Mgmt For For DAVID W. HOUSE Mgmt For For DAVID L. HOUSTON Mgmt For For WILLIAM R. SNIPES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BROOKFIELD ASSET MANAGEMENT INC. Agenda Number: 933032625 -------------------------------------------------------------------------------------------------------------------------- Security: 112585104 Meeting Type: Annual and Special Meeting Date: 05-May-2009 Ticker: BAM ISIN: CA1125851040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MARCEL R. COUTU Mgmt For For MAUREEN KEMPSTON DARKES Mgmt For For LANCE LIEBMAN Mgmt For For G. WALLACE F. MCCAIN Mgmt For For FRANK J. MCKENNA Mgmt For For JACK M. MINTZ Mgmt For For PATRICIA M. NEWSON Mgmt For For JAMES A. PATTISON Mgmt For For 02 THE APPOINTMENT OF THE EXTERNAL AUDITOR AND Mgmt For For AUTHORIZING THE DIRECTORS TO SET ITS REMUNERATION; 03 THE 2009 PLAN RESOLUTION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CHEUNG KONG HOLDINGS LTD Agenda Number: 701902175 -------------------------------------------------------------------------------------------------------------------------- Security: Y13213106 Meeting Type: Annual Meeting Date: 21-May-2009 Ticker: ISIN: HK0001000014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the audited financial statements, the Mgmt For For report of the Directors and the Independent Auditor's report for the YE 31 DEC 2008 2. Declare a final dividend Mgmt For For 3.1 Elect Mr. Kam Hing Lam as a Director Mgmt For For 3.2 Elect Ms. Woo Chia Ching, Grace as a Director Mgmt For For 3.3 Elect Mr. Fok Kin-ning, Canning as a Director Mgmt For For 3.4 Elect Mr. Frank John Sixt as a Director Mgmt For For 3.5 Elect Mr. George Colin Magnus as a Director Mgmt For For 3.6 Elect Mr. Kwok Tun-li, Stanley as a Director Mgmt For For 3.7 Elect Ms. Hung Siu-lin, Katherine as a Director Mgmt For For 4. Appoint Messrs. Deloitte Touche Tohmatsu as Mgmt For For the Auditor and authorize the Directors to fix their remuneration 5.1 Authorize the Directors to issue and dispose Mgmt For For of additional shares not exceeding 20% of the existing issued share capital of the Company at the date of this resolution until the next AGM [Relevant Period], such mandate to include the granting of offers or options [including bonds and debentures convertible into shares of the Company] which might be exercisable or convertible during or after the relevant period 5.2 Authorize the Directors during the relevant Mgmt For For period to repurchase shares of HKD 0.50 each in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution, and the said approval shall be limited accordingly; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held] 5.3 Approve to extend the general mandate granted Mgmt For For to the Directors to issue and dispose of additional shares pursuant to Resolution 5.1 by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5.2, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the said resolution -------------------------------------------------------------------------------------------------------------------------- CHONG HING BANK LTD Agenda Number: 701868208 -------------------------------------------------------------------------------------------------------------------------- Security: Y1582S105 Meeting Type: Annual Meeting Date: 29-Apr-2009 Ticker: ISIN: HK1111036765 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and adopt the financial statements and Mgmt For For the reports of the Directors and the Auditors for the YE 31 DEC 2008 2. Approve to declare the final cash dividend for Mgmt For For the YE 31 DEC 2008 of HKD 0.05 per share 3.1 Re-elect Mr. Alfred Cheuk Yu Chow as a Director Mgmt For For 3.2 Re-elect Mr. Timothy George Freshwater as a Mgmt For For Director 3.3 Re-elect Mr. Christopher Kwun Shing Liu as a Mgmt For For Director 3.4 Re-elect Mr. Liu Lit Man as a Director Mgmt For For 3.5 Re-elect Mr. Tsang Chiu Wing as a Director Mgmt For For 3.6 Re-elect Mr. Wong Har Kar as a Director Mgmt For For 3.7 Approve to fix the Directors' fee for the YE Mgmt For For 31 DEC 2009 at HKD 120,000 for the Executive Chairman, HKD 130,000 for each of the Independent Non-executive Directors, HKD 130,000 for each of the Non-executive Directors with Committee responsibilities, and HKD 70,000 for each of the other Directors 4. Re-appoint Deloitte Touche Tohmatsu the Bank's Mgmt For For Auditors and authorize the Directors to fix the Auditor's remuneration 5. Authorize the Directors, to purchase shares, Mgmt For For during the relevant period, subject to and in accordance with all applicable Laws the aggregate nominal amount of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases shall not exceed 10% of the aggregate nominal amount of shares in issue at the date of the passing of this resolution; [Authority expires the earlier of the conclusion of the next AGM of the meeting or the expiration of the period within which the next AGM of the Bank is required by law to be held] 6. Authorize the Directors of the Bank, to allot, Mgmt Against Against issue and deal with additional shares in the capital of the Bank and to make or grant offers, agreements and options which might require the exercise of such powers during and after the end of the relevant period, the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted [whether pursuant to an option or otherwise] by the Directors of the Bank otherwise than pursuant to (i) any rights issue (ii) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Bank in accordance with the Articles of Association of the Bank, or (iii) any exercise of options granted under the share option scheme of the Bank adopted on 25 APR 2002, shall not exceed the aggregate of: (aa) 20% of the aggregate nominal amount of the shares in the capital of the Bank in issue at the date of the passing of this resolution; and (bb) [if the directors are so authorized by a separate ordinary resolution of the shareholders of the Bank] the nominal amount of any share capital of the Bank repurchased by the Bank subsequent to the passing of this resolution; [Authority expires the earlier of the conclusion of the next AGM of the meeting or the expiration of the within which the next AGM of the Bank is required by law to be held] 7. Approve to extend the general mandate granted Mgmt Against Against under Resolution 6 by adding the number of shares repurchased under Resolution 5 to the number of additional shares permitted to be allotted and issued as specified 8. Amend the Articles 2, 57, 65, 75, 82A and 153 Mgmt For For of the Articles of Association as specified -------------------------------------------------------------------------------------------------------------------------- CIMAREX ENERGY CO. Agenda Number: 933024414 -------------------------------------------------------------------------------------------------------------------------- Security: 171798101 Meeting Type: Annual Meeting Date: 20-May-2009 Ticker: XEC ISIN: US1717981013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JERRY BOX Mgmt For For 1B ELECTION OF DIRECTOR: PAUL D. HOLLEMAN Mgmt For For 1C ELECTION OF DIRECTOR: MICHAEL J. SULLIVAN Mgmt For For 2 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For AUDITORS FOR 2009. -------------------------------------------------------------------------------------------------------------------------- CIT GROUP INC. Agenda Number: 933031433 -------------------------------------------------------------------------------------------------------------------------- Security: 125581108 Meeting Type: Annual Meeting Date: 12-May-2009 Ticker: CIT ISIN: US1255811085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: MICHAEL A. CARPENTER Mgmt For For 1B ELECTION OF DIRECTOR: WILLIAM M. FREEMAN Mgmt For For 1C ELECTION OF DIRECTOR: SUSAN M. LYNE Mgmt For For 1D ELECTION OF DIRECTOR: MARIANNE MILLER PARRS Mgmt For For 1E ELECTION OF DIRECTOR: JEFFREY M. PEEK Mgmt For For 1F ELECTION OF DIRECTOR: JOHN R. RYAN Mgmt For For 1G ELECTION OF DIRECTOR: CHRISTOPHER H. SHAYS Mgmt For For 1H ELECTION OF DIRECTOR: SEYMOUR STERNBERG Mgmt For For 1I ELECTION OF DIRECTOR: PETER J. TOBIN Mgmt For For 1J ELECTION OF DIRECTOR: LOIS M. VAN DEUSEN Mgmt For For 02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS CIT'S INDEPENDENT AUDITORS FOR 2009. 03 TO APPROVE AMENDING THE LONG-TERM INCENTIVE Mgmt For For PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER. 04 TO APPROVE AMENDING THE EMPLOYEE STOCK PURCHASE Mgmt For For PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER. 05 TO APPROVE THE ISSUANCE OF THE INCREMENTAL SHARES Mgmt For For OF OUR COMMON STOCK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 06 TO APPROVE THE COMPENSATION FOR CIT'S EXECUTIVES, Mgmt For For ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- COVANTA HOLDING CORPORATION Agenda Number: 933035760 -------------------------------------------------------------------------------------------------------------------------- Security: 22282E102 Meeting Type: Annual Meeting Date: 07-May-2009 Ticker: CVA ISIN: US22282E1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DAVID M. BARSE Mgmt For For RONALD J. BROGLIO Mgmt For For PETER C.B. BYNOE Mgmt For For LINDA J. FISHER Mgmt For For JOSEPH M. HOLSTEN Mgmt For For RICHARD L. HUBER Mgmt For For ANTHONY J. ORLANDO Mgmt For For WILLIAM C. PATE Mgmt For For ROBERT S. SILBERMAN Mgmt For For JEAN SMITH Mgmt For For CLAYTON YEUTTER Mgmt For For SAMUEL ZELL Mgmt For For 02 TO AMEND THE EQUITY AWARD PLAN FOR EMPLOYEES Mgmt For For AND OFFICERS TO PROVIDE FOR ADDITIONAL TYPES OF PERFORMANCE BASED AWARDS AND PERFORMANCE CRITERIA. 03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS COVANTA HOLDING CORPORATION'S INDEPENDENT AUDITORS FOR THE 2009 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- ENCANA CORPORATION Agenda Number: 933020062 -------------------------------------------------------------------------------------------------------------------------- Security: 292505104 Meeting Type: Annual Meeting Date: 22-Apr-2009 Ticker: ECA ISIN: CA2925051047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR RALPH S. CUNNINGHAM Mgmt For For PATRICK D. DANIEL Mgmt For For IAN W. DELANEY Mgmt For For RANDALL K. ERESMAN Mgmt For For CLAIRE S. FARLEY Mgmt For For MICHAEL A. GRANDIN Mgmt For For BARRY W. HARRISON Mgmt For For VALERIE A.A. NIELSEN Mgmt For For DAVID P. O'BRIEN Mgmt For For JANE L. PEVERETT Mgmt For For ALLAN P. SAWIN Mgmt For For WAYNE G. THOMSON Mgmt For For CLAYTON H. WOITAS Mgmt For For 02 APPOINTMENT OF AUDITORS - PRICEWATERHOUSECOOPERS Mgmt For For LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- FOREST CITY ENTERPRISES, INC. Agenda Number: 933068810 -------------------------------------------------------------------------------------------------------------------------- Security: 345550107 Meeting Type: Annual Meeting Date: 05-Jun-2009 Ticker: FCEA ISIN: US3455501078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MICHAEL P. ESPOSITO, JR Mgmt For For JOAN K. SHAFRAN Mgmt For For LOUIS STOKES Mgmt For For STAN ROSS Mgmt For For 02 THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 2010. -------------------------------------------------------------------------------------------------------------------------- GUOCO GROUP LTD Agenda Number: 701728389 -------------------------------------------------------------------------------------------------------------------------- Security: G42098122 Meeting Type: Annual Meeting Date: 21-Nov-2008 Ticker: ISIN: BMG420981224 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Declare a final dividend Mgmt For For 2.A Approve the Directors' fee totaling HKD 2,050,000 Mgmt For For for the YE 30 JUN 2008 2.B.1 Re-elect Mr. Kwek Leng Hai as a Director Mgmt For For 2.B.2 Re-elect Mr. Kwek Leng San as a Director Mgmt For For 2.B.3 Re-elect Mr. Tan Lim Heng as a Director Mgmt For For 3. Appoint Messrs. KPMG as the Auditors and authorize Mgmt For For the Board of Directors to fix their remuneration 4. Approve the GuocoLand Limited Executives' Share Mgmt For For Option Scheme 2008, as specified 5. Approve the GuocoLeisure Limited Executives' Mgmt For For Share Option Scheme 2008, as specified 6.A Authorize the Directors of the Company to repurchase Mgmt For For shares in the capital of the Company during the relevant period, on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws and the Bye-laws of the Company, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Bye-laws of the Company or any applicable laws to be held] 6.B Authorize the Directors of the Company to allot Mgmt Against Against and issue additional shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution otherwise than pursuant to: i) a rights issue; ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; iii) the exercise of any option under the Company's share option schemes; or iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the Bye-laws of the Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Bye-laws of the Company or any applicable laws to be held] 6.C Approve, conditional upon the passing of Resolutions Mgmt Against Against 6.A and 6.B, to extend the general mandate granted to the Directors of the Company to allot and issue shares pursuant to Resolution 6.B, by an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 6.A, provided that such amount does not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution -------------------------------------------------------------------------------------------------------------------------- HANG LUNG GROUP LTD Agenda Number: 701724064 -------------------------------------------------------------------------------------------------------------------------- Security: Y30148111 Meeting Type: Annual Meeting Date: 03-Nov-2008 Ticker: ISIN: HK0010000088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and approve the financial statements Mgmt For For and the reports of the Directors and the Auditors for the YE 30 JUN 2008 2. Declare a final dividend recommended by the Mgmt For For Directors 3.A Re-elect Mr. Gerald Lokchung Chan as a Director Mgmt For For 3.B Re-elect Mr. Ronnie Chichung Chan as a Director Mgmt For For 3.C Re-elect Mr. Nelson Wai Leung Yuen as a Director Mgmt For For 3.D Authorize the Board of Directors to fix the Mgmt For For Directors' fees 4. Re-appoint KPMG as the Auditors of the Company Mgmt For For and authorize the Directors to fix their remuneration 5.A Authorize the Directors of the Company of all Mgmt For For the powers of the Company to purchase shares in the capital of the Company, during the relevant period, the aggregate nominal amount of shares of the Company which may be purchased by the Company on the Stock Exchange of Hong Kong Limited [the Stock Exchange] or any other stock exchange recognized for this purpose by the Securities and Futures Commission and The Stock Exchange under the Hong Kong Code on share repurchases pursuant to the approval, shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution; [Authority expires the earlier of the conclusion of the next meeting of the Company or the expiration of the period within which the next Meeting of the Company is to be held by law] 5.B Authorize the Directors of the Company, pursuant Mgmt For For to Section 57B of the Companies Ordinance, to allot, issue and deal with additional shares in the capital of the Company and to allot, issue or grant securities convertible into shares in the capital of the Company or options, warrants or similar rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements and options, during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution plus b) the nominal amount of share capital repurchased by the Company subsequent to the passing of this resolution up to maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution, otherwise than pursuant to: i) a rights issue [as specified]; or ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into the shares of the Company; iii) any Option Scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company or iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company 5.C Authorize the Directors of the Company to exercise Mgmt For For the powers of the Company as specified, in respect of the Share Capital of the Company -------------------------------------------------------------------------------------------------------------------------- HANG LUNG PROPERTIES LTD Agenda Number: 701724088 -------------------------------------------------------------------------------------------------------------------------- Security: Y30166105 Meeting Type: Annual Meeting Date: 03-Nov-2008 Ticker: ISIN: HK0101000591 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and approve the financial statements Mgmt For For and reports of the Directors and the Auditors for the YE 30 JUN 2008 2. Declare a final Dividend Mgmt For For 3.A Re-elect Dr. Hon Kwan Cheng as a Director Mgmt For For 3.B Re-elect Mr. Shang Shing Yin as a Director Mgmt For For 3.C Re-elect Mr. Nelson Wai Leung Yuen as a Director Mgmt For For 3.D Re-elect Mr. Dominic Chiu Fai Ho as a Director Mgmt For For 3.E Authorize the Board of Directors to fix the Mgmt For For Directors' fees 4. Re-appoint KPMG as the Auditors of the Company Mgmt For For and authorize the Directors to fix their remuneration 5.A Authorize the Directors of the Company, during Mgmt For For the relevant period [as specified], to purchase its shares in the capital of the Company on The Stock Exchange of Hong Kong Limited [the Stock Exchange] or on any other stock exchange recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Repurchases, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; [Authority expires the earlier of the conclusion of the next meeting of the Company or the expiration of the period within which the next meeting of the Company is required by Law to be held] 5.B Authorize the Directors of the Company, pursuant Mgmt Against Against to Section 57B of the Companies Ordinance, to allot, issue and deal with additional shares in the capital of the Company to allot issue or options, warrants or similar rights to subscribe for any shares or such convertible securities and to make or grant offers, agreements and options, during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution and if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company set out as Resolution No. 5.C as specified, the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this Resolution, up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly, otherwise than pursuant to: i) a Rights Issue [as specified]; ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; iii) any Option Scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company, or iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company 5.C Authorize the Directors of the Company to exercise Mgmt For For the powers of the Company referred to in Resolution No. 5.B, in respect of the share capital of the Company referred to in such resolution -------------------------------------------------------------------------------------------------------------------------- HENDERSON LAND DEVELOPMENT CO LTD Agenda Number: 701739926 -------------------------------------------------------------------------------------------------------------------------- Security: Y31476107 Meeting Type: Annual Meeting Date: 08-Dec-2008 Ticker: ISIN: HK0012000102 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and approve the Audited Accounts and Mgmt For For the Reports of the Directors and Auditors for the YE 30 JUN 2008 2. Declare a final dividend Mgmt For For 3.1 Re-elect Mr. Lee Ka Kit as a Director Mgmt For For 3.2 Re-elect Mr. Lee Ka Shing as a Director Mgmt For For 3.3 Re-elect Mr. Suen Kwok Lam as a Director Mgmt For For 3.4 Re-elect Mr. Patrick Kwok Ping Ho as a Director Mgmt For For 3.5 Re-elect Mrs. Angelina Lee Pui Ling as a Director Mgmt For For 3.6 Re-elect Mr. Wu King Cheong as a Director Mgmt For For 3.7 Authorize the Board of Directors to fix the Mgmt For For Directors' remuneration 4. Re-appoint the Auditors and authorize the Directors Mgmt For For to fix their remuneration 5.A Authorize the Directors to repurchase ordinary Mgmt For For shares of HKD 2.00 each in the capital of the Company during the relevant period, on The Stock Exchange of Hong Kong Limited [Stock Exchange] or any other stock exchange on which the shares of the Company may be listed and recognized by the Stock Exchange and the Securities and Futures Commission, on share repurchases for such purposes, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other Stock Exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or the Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be held] 5.B Authorize the Directors of the Company to allot, Mgmt Against Against issue and deal with additional shares of the Company and make or grant offers, agreements and options [including warrants, bonds, debentures, notes and other securities convertible into shares in the Company] during and after the relevant period, not exceeding the aggregate of 20% of the aggregate nominal amount of the share capital of the Company, otherwise than pursuant to i) a rights issue; or ii) any option scheme or similar arrangement; or iii) an issue of shares in the Company upon the exercise of the subscription or conversion rights attaching to any warrants or convertible notes which may be issued by the Company or any of its subsidiaries; or iv) any scrip dividend pursuant to the Articles of Association of the Company from time to time; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or the Companies Ordinance [Chapter 32 of the Laws of Hong Kong] to be held] 5.C Approve to extend the general mandate granted Mgmt Against Against to the Directors of the Company to allot, issue and deal with any additional shares of the Company pursuant to Resolution 5.B, by the addition to the aggregate nominal amount of share capital which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to Resolution 5.A, provided that such amount does not exceed 10% of the aggregate nominal amount of the share capital of the Company at the date of passing this resolution 6. Amend Article 78 and Article 123 of the Articles Mgmt For For of Association of the Company as specified -------------------------------------------------------------------------------------------------------------------------- INVESTOR AB, STOCKHOLM Agenda Number: 701856710 -------------------------------------------------------------------------------------------------------------------------- Security: W48102102 Meeting Type: Annual Meeting Date: 31-Mar-2009 Ticker: ISIN: SE0000107401 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Mr. Jacob Wallenberg as the Chairman Non-Voting No vote of the Meeting 2. Drawing up and approval of the voting list Non-Voting No vote 3. Approval of the agenda Non-Voting No vote 4. Election of 2 persons to attest to the accuracy Non-Voting No vote of the minutes 5. Decision on whether proper notice of the meeting Non-Voting No vote has been made 6. Presentation of the annual report and the Auditors' Non-Voting No vote report, as well as of the consolidated financial statements and the Auditors' report for the Investor Group 7. The President's address Non-Voting No vote 8. Report on the work of the Board of Directors, Non-Voting No vote the Remuneration Committee, the Audit Committee and the Finance and Risk Committee 9. Adopt the income statement and the balance sheet Mgmt No vote for the parent Company, as well as of the consolidated income statement and the consolidated balance sheet for the Investor Group 10. Grant discharge from liability of the Members Mgmt No vote of the Board of Directors and the President 11. Approve a dividend of SEK 4.00 per share and Mgmt For For that 03 APR 2009 shall be the record date for receipt of dividend 12. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For For PROPOSAL: Appoint the 10 Members of the Board of Directors and no Deputy Members of the Board of Directors 13. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For For PROPOSAL: Approve the total compensation to the Board of Directors of SEK 6,937,500 to be divided between, in aggregate, SEK 5,875,000 (whereof SEK 1,875,000 to the Chairman and SEK 500,000 to each of the 8 remaining Members of the Board, which are not employed by the Company) in cash and in so-called synthetic shares and, in aggregate, SEK 1,062,500 in cash as remuneration for work in the committees of the Board of Directors and Auditors fees to be paid upon approval of their invoice at the 2007 AGM the registered auditing Company KPMG AB was elected as the Auditor for the period until the end of the AGM 2011 with the Certified Auditor Carl Lindgren as the Auditor in charge until further notice 14. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For For PROPOSAL: Re-Elect Messrs. Sune Carlsson, Borje Ekholm, Sirkka Hamalainen, Hakan Mogren, Grace Reksten Skaugen, O. Griffith Sexton, Lena Treschow Torell, Jacob Wallenberg and Peter Wallenberg Jr. as the Members of the Board of Directors; and Mr. Anders Scharp, has declined re-election and elect Mr. Gunnar Brock as a new Member of the Board of Director 15. Amend the Section 12, 2nd paragraph, in the Mgmt For For Articles of Association is amended in accordance with the following: Section 12, 2nd paragraph as specified 16.A Approve that the investor shall offer a total Mgmt For For remuneration in line with market conditions which will enable Investor to recruit and retain the most suitable executives, the remuneration to the Management shall consist of basic salary, variable salary, long-term variable remuneration programs, pensions and other remuneration, together, those elements constitute the total remuneration of the individual, basic salary, variable salary and long-term variable remuneration programs together constitute the salary of the employee, the basic salary will be reviewed annually and constitutes the basis for calculating variable salary, the variable salary is dependent upon the individual's capacity to meet yearly set goals, the long-term variable remuneration program is dealt with under item 16B, pension benefits shall, as in previous years, partly consist of a defined benefit pension plan and partly of a premium based pension plan, the ratio of pension provisions to basic salary depends on the age of the executive, the age of retirement for the President and other Executives shall be 60 years, other remunerations and benefits shall be on market terms and shall contribute to facilitating the Executive's discharge of his or her tasks, investor and executives may terminate the contract of employment at 6 months' notice and severance pay shall not exceed 24 months of basic salary 16.B Approve the long-term variable remuneration Mgmt For For program for 2009 as specified 17. Authorize the Board, during the period until Mgmt For For the next AGM, to decide on i] purchases of Investor's shares on NASDAQ OMX Stockholm AB and purchases in accordance with purchase offerings to shareholders, respectively, and on ii] transfer of Investor's shares on NASDAQ OMX Stockholm AB, or in a manner other than on NASDAQ OMX Stockholm AB including the right to decide on waiver of the shareholders' preferential rights and that payment may be effected other than in cash; repurchases may take place so that Investor's holding amounts to a maximum of 1/10 of all the shares in the Company, approve that transfer of Investor's shares, in a maximum number of 2,500,000 [or the higher number that may follow from a recalculation because of a split, bonus issue or similar action], to the employees in accordance with the long-term variable remuneration program described in Resolution 16B shall be possible the number of shares has been calculated with a certain margin as share price fluctuations during the period up and until the measurement period following the 2009 AGM may have an effect on the value of the program and, thus, on the number of shares to be included in the program the purpose of the proposed repurchase option is to give the Board of Directors wider freedom of action in the work with Investor's capital structure and, in accordance with what is described above, to give Investor the possibility to transfer shares to the employees, in addition, the repurchased shares are aimed to be used to secure the costs, including the social security payments, in connection with the long-term variable remuneration program and in connection with the allocation of synthetic shares as part of the remuneration to the Board of Directors [as regards synthetic shares, see the Nomination Committee's for decision below] 18. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For For PROPOSAL: Approve the resolution regarding the Nomination Committee 19. Conclusion of the meeting Non-Voting For For -------------------------------------------------------------------------------------------------------------------------- JARDINE MATHESON HOLDINGS LTD Agenda Number: 701894861 -------------------------------------------------------------------------------------------------------------------------- Security: G50736100 Meeting Type: Annual Meeting Date: 07-May-2009 Ticker: ISIN: BMG507361001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive and consider the financial statements Mgmt For For and the Independent Auditors report for the YE DEC 31 2008, and to declare a final dividend 2. Re-elect Mr. Jenkin Hui as a Director Mgmt For For 3. Re-elect Mr. R. C. Kwok as a Director Mgmt For For 4. Re-elect Mr. James Riley as a Director Mgmt For For 5. Re-appoint the Auditors and authorize the Directors Mgmt For For to fix their remuneration 6. Authorize the Directors during the relevant Mgmt Against Against period of all powers of the Company to allot or issue shares and to make and grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the relevant period up to an aggregate nominal amount of USD 52.1 million; the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted wholly for cash [whether pursuant to an option or otherwise] by the Directors pursuant to the approval in above paragraph, otherwise than pursuant to a rights issue [for the purposes of this resolution, rights issue' being an offer of shares or other securities to holders of shares or other securities on the register on a fixed record date in proportion to their then holdings of such shares or other securities or otherwise in accordance with the rights attaching thereto [subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the Laws of, or the requirements of any recognized regulatory body or any Stock Exchange in, any territory], or the issue of shares pursuant to the Company's Employee Share Purchase Trust, shall not exceed USD 7.8 million; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by law] 7. Authorize the Directors of the Company, to purchase Mgmt For For its own shares, subject to and in accordance with all applicable Laws and Regulations, during the relevant period; the aggregate nominal amount of shares of the Company which the Company may purchase pursuant to the approve this resolution shall be less than 15% of the aggregate nominal amount of the existing issued share capital of the Company at the date of this meeting; approve this resolution shall, where permitted by applicable Laws and regulations and subject to the limitation in this resolution, extend to permit the purchase of shares of the Company i) by subsidiaries of the Company and ii) pursuant to the terms of put Warrants or financial instruments having similar effect [put Warrants] whereby the Company can be required to purchase its own shares, provided that where put Warrants are issued or offered pursuant to a Rights Issue [as specified in Resolution 6] the price which the Company may pay for shares purchased on exercise of Put Warrants shall not exceed 15% more than the average of the market quotations for the shares for a period of not more than 30 nor less than the 5 dealing days falling 1 day prior to the date of any public announcement by the Company of the proposed issue of Put Warrants; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by law] -------------------------------------------------------------------------------------------------------------------------- LEGG MASON, INC. Agenda Number: 932930642 -------------------------------------------------------------------------------------------------------------------------- Security: 524901105 Meeting Type: Annual Meeting Date: 22-Jul-2008 Ticker: LM ISIN: US5249011058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DENNIS R. BERESFORD Mgmt For For W. ALLEN REED Mgmt For For ROGER W. SCHIPKE Mgmt For For NICHOLAS J. ST. GEORGE Mgmt For For MARK R. FETTING Mgmt For For SCOTT C. NUTTALL Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 03 STOCKHOLDER PROPOSAL RELATING TO AN INDEPENDENT Shr Against For DIRECTOR SERVING AS THE CHAIRMAN OF THE BOARD. 04 STOCKHOLDER PROPOSAL RELATING TO AN ADVISORY Shr Against For VOTE ON EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- M.D.C. HOLDINGS, INC. Agenda Number: 933008496 -------------------------------------------------------------------------------------------------------------------------- Security: 552676108 Meeting Type: Annual Meeting Date: 27-Apr-2009 Ticker: MDC ISIN: US5526761086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DAVID E. BLACKFORD Mgmt For For STEVEN J. BORICK Mgmt For For 02 TO VOTE ON A SHAREOWNER PROPOSAL REGARDING THE Shr Against For CHAIRMAN AND CEO POSITIONS. 03 TO APPROVE THE SELECTION OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- MBIA INC. Agenda Number: 933021468 -------------------------------------------------------------------------------------------------------------------------- Security: 55262C100 Meeting Type: Annual Meeting Date: 07-May-2009 Ticker: MBI ISIN: US55262C1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JOSEPH W. BROWN Mgmt Against Against 1B ELECTION OF DIRECTOR: DAVID A. COULTER Mgmt Against Against 1C ELECTION OF DIRECTOR: CLAIRE L. GAUDIANI Mgmt Against Against 1D ELECTION OF DIRECTOR: DANIEL P. KEARNEY Mgmt Against Against 1E ELECTION OF DIRECTOR: KEWSONG LEE Mgmt Against Against 1F ELECTION OF DIRECTOR: LAURENCE H. MEYER Mgmt Against Against 1G ELECTION OF DIRECTOR: CHARLES R. RINEHART Mgmt Against Against 1H ELECTION OF DIRECTOR: JOHN A. ROLLS Mgmt Against Against 1I ELECTION OF DIRECTOR: RICHARD C. VAUGHAN Mgmt Against Against 2 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005 Mgmt For For OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES TO 10,000,000 SHARES. 3 RESOLVED, THAT THE SHAREHOLDERS SUPPORT THE Mgmt For For COMPENSATION PAID TO THE COMPANY'S CEO FOR 2008 AND HIS 2009 SALARY ON PAGE 53. 4 RESOLVED, THAT THE SHAREHOLDERS SUPPORT THE Mgmt For For COMPENSATION PAID TO THE COMPANY'S SENIOR EXECUTIVE OFFICERS AS A WHOLE FOR 2008 AND THEIR 2009 SALARIES ON PAGE 54. 5 APPROVAL OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT AUDITORS. -------------------------------------------------------------------------------------------------------------------------- MGIC INVESTMENT CORPORATION Agenda Number: 933048565 -------------------------------------------------------------------------------------------------------------------------- Security: 552848103 Meeting Type: Annual Meeting Date: 14-May-2009 Ticker: MTG ISIN: US5528481030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR KARL E. CASE Mgmt For For CURT S. CULVER Mgmt For For WILLIAM A. MCINTOSH Mgmt For For LESLIE M. MUMA Mgmt For For 02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF MGIC INVESTMENT CORPORATION. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 932960013 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 19-Nov-2008 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt No vote 02 ELECTION OF DIRECTOR: JAMES I. CASH JR. Mgmt No vote 03 ELECTION OF DIRECTOR: DINA DUBLON Mgmt No vote 04 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt No vote 05 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt No vote 06 ELECTION OF DIRECTOR: REED HASTINGS Mgmt No vote 07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt No vote 08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt No vote 09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt No vote 10 APPROVAL OF MATERIAL TERMS OF PERFORMANCE CRITERIA Mgmt No vote UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN. 11 APPROVAL OF AMENDMENTS TO THE 1999 STOCK OPTION Mgmt No vote PLAN FOR NON-EMPLOYEE DIRECTORS. 12 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt No vote TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR. 13 SHAREHOLDER PROPOSAL - ADOPTION OF POLICIES Shr No vote ON INTERNET CENSORSHIP. 14 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shr No vote COMMITTEE ON HUMAN RIGHTS. 15 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shr No vote CONTRIBUTIONS. -------------------------------------------------------------------------------------------------------------------------- NABORS INDUSTRIES LTD. Agenda Number: 933082062 -------------------------------------------------------------------------------------------------------------------------- Security: G6359F103 Meeting Type: Annual Meeting Date: 02-Jun-2009 Ticker: NBR ISIN: BMG6359F1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR EUGENE M. ISENBERG Mgmt For For WILLIAM T. COMFORT Mgmt For For 02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET AUDITORS' REMUNERATION. 03 SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR SUPERIOR Shr Against For PERFORMANCE STANDARD IN THE COMPANY'S EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES. 04 SHAREHOLDER PROPOSAL REGARDING PAYMENTS FOLLOWING Shr Against For THE DEATH OF SENIOR EXECUTIVES. -------------------------------------------------------------------------------------------------------------------------- PARGESA HOLDING SA, GENEVE Agenda Number: 701909636 -------------------------------------------------------------------------------------------------------------------------- Security: H60477207 Meeting Type: Annual Meeting Date: 07-May-2009 Ticker: ISIN: CH0021783391 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and statutory Mgmt For For reports 2. Approve to allocate income and dividends of Mgmt For For CHF 2.62 per Bearer Share and 0.262 per Registered Share 3. Grant discharge to the Board and to the Senior Mgmt For For Management 4.1 Elect Mr. Maximilien De Limburg Stirum as a Mgmt For For Director 4.2 Ratify Ernst Young SA and Deloitte SA as the Mgmt For For Auditors 5. Transact other business Non-Voting No vote -------------------------------------------------------------------------------------------------------------------------- POSCO Agenda Number: 932998593 -------------------------------------------------------------------------------------------------------------------------- Security: 693483109 Meeting Type: Annual Meeting Date: 27-Feb-2009 Ticker: PKX ISIN: US6934831099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPROVAL OF BALANCE SHEET, INCOME STATEMENT, Mgmt For For AND THE STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 41TH FISCAL YEAR 02 PARTIAL AMENDMENTS TO ARTICLES OF INCORPORATION Mgmt For For 3A1 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR: Mgmt For For YOO, JANG-HEE 3A2 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR: Mgmt For For HAN, JOON-HO 3A3 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR: Mgmt For For LEE, YOUNG-SUN 3A4 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR: Mgmt For For KIM, BYUNG KI 3A5 ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR: Mgmt For For LEE, CHANG HEE 3B1 ELECTION OF AUDIT COMMITTEE MEMBER: LEE, CHANG Mgmt For For HEE 3C1 ELECTION OF EXECUTIVE DIRECTOR: CHUNG, JOON-YANG Mgmt For For (CEO CANDIDATE) 3C2 ELECTION OF EXECUTIVE DIRECTOR: LEE, DONG-HEE Mgmt For For 3C3 ELECTION OF EXECUTIVE DIRECTOR: HUR, NAM-SUK Mgmt For For 3C4 ELECTION OF EXECUTIVE DIRECTOR: CHUNG, KEEL-SOU Mgmt For For 04 APPROVAL OF LIMITS OF TOTAL REMUNERATION FOR Mgmt For For DIRECTORS -------------------------------------------------------------------------------------------------------------------------- RADIAN GROUP INC. Agenda Number: 933050875 -------------------------------------------------------------------------------------------------------------------------- Security: 750236101 Meeting Type: Annual Meeting Date: 13-May-2009 Ticker: RDN ISIN: US7502361014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: HERBERT WENDER Mgmt For For 1B ELECTION OF DIRECTOR: DAVID C. CARNEY Mgmt For For 1C ELECTION OF DIRECTOR: HOWARD B. CULANG Mgmt For For 1D ELECTION OF DIRECTOR: STEPHEN T. HOPKINS Mgmt For For 1E ELECTION OF DIRECTOR: SANFORD A. IBRAHIM Mgmt For For 1F ELECTION OF DIRECTOR: JAMES W. JENNINGS Mgmt For For 1G ELECTION OF DIRECTOR: RONALD W. MOORE Mgmt For For 1H ELECTION OF DIRECTOR: JAN NICHOLSON Mgmt For For 1I ELECTION OF DIRECTOR: ROBERT W. RICHARDS Mgmt For For 1J ELECTION OF DIRECTOR: ANTHONY W. SCHWEIGER Mgmt For For 02 TO APPROVE THE AMENDMENT TO THE RADIAN GROUP Mgmt For For INC. 2008 EQUITY COMPENSATION PLAN. 03 TO APPROVE THE RADIAN GROUP INC. 2008 EMPLOYEE Mgmt For For STOCK PURCHASE PLAN. 04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS RADIAN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2009. -------------------------------------------------------------------------------------------------------------------------- RHJ INTERNATIONAL SA, BRUXELLES Agenda Number: 701668432 -------------------------------------------------------------------------------------------------------------------------- Security: B70883101 Meeting Type: EGM Meeting Date: 16-Sep-2008 Ticker: ISIN: BE0003815322 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve to renew, for a duration commencing Mgmt Against Against on the date of the EGM and ending on 26 APR 2010, the authorization set forth in Indent 5 of Article 8 of the Articles of Association, and to replace, as a result of this resolution, such Indent 5 with the specified text 2. Approve to renew, with effect as at the date Mgmt For For of the EGM and for a duration of 18 months, the share buy-back authorization set forth in Indent 1 of Article 12 of the Articles of Association, and to replace, as a result of this resolution, Indent 2 of Article 12 with the specified text; it being specified, insofar as necessary, that the authorizations related to the share buy-back authorization as these are set forth in Indents 3 and 4 of Article 12 will continue to apply 3. Approve to renew, with effect as at the date Mgmt For For of publication, in the Belgian Official Gazette, of an extract of the minutes of the EGM and for a duration of 3 years, the share buy-back authorization set forth in Indent 5 of Article 12 of the Articles of Association, and to replace, as a result of this resolution, such Indent 5 with the specified text 4. Authorize the General Counsel, with right of Mgmt For For substitution, for the restatement of the Articles of Association as a result of the amendments set forth in the Resolutions 1, 2 and 3 and for the fulfillment of any other formalities necessary or useful in connection with such amendments -------------------------------------------------------------------------------------------------------------------------- RHJ INTERNATIONAL SA, BRUXELLES Agenda Number: 701685680 -------------------------------------------------------------------------------------------------------------------------- Security: B70883101 Meeting Type: Annual Meeting Date: 16-Sep-2008 Ticker: ISIN: BE0003815322 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the non-consolidated financial statements Mgmt For For for the FYE 31 MAR 2008, including the following allocation of results: Loss for the FY: - JPY [5,678] million; Profit carried forward from the preceding FY: + JPY 3,956 million; Result to be allocated: - JPY (1,722) million Loss to be carried forward: - JPY (1,722) million 2. Grant discharge and release to Messrs. D. Ronald Mgmt For For Daniel, Timothy C. Collins, Leonhard Fischer, Harvey Golub, Victor Halberstadt, Bjorn Konig, Jun Makihara, Lord Jacob Rothschild and Jeremy W. Sillem for the performance of their duties as Directors during the FYE 31 MAR 2008 3. Grant a discharge and release to KPMG Reviseurs Mgmt For For D'Entreprises [represented by Mr. Benoit Van Roost, partner] for the performance of their duties during the FYE 31 MAR 2008 4. Re-appoint Mr. Timothy C. Collins as a Director Mgmt For For until immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 5. Re-appoint Mr. D. Leonhard Fischer as a Director Mgmt For For until immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 6. Re-appoint Mr. D. Ronald Daniel as a Director Mgmt For For until immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 7. Re-appoint Mr. Harvey Golub as a Director until Mgmt For For immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 8. Re-appoint Mr. Bjorn Konig as a Director until Mgmt For For immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 9. Re-appoint Mr. Jun Makihara as a Director until Mgmt For For immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 10. Re-appoint Mr. Jeremy W. Sillem as a Director Mgmt For For until immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 11. Appoint Dr. Mathias Dopfner as a Director until Mgmt For For immediately after the annual shareholders' meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 12. Appoint Mr. Gerd Hausler as a Director until Mgmt For For immediately after the Annual Shareholders' Meeting which shall be invited to approve the non-consolidated financial statements for the FYE 31 MAR 2011 13. Approve the granting to Messrs. Harvey Golub, Mgmt For For Bjorn Konig, Jun Makihara, Jeremy W. Sillem, Mathias Dopfner and Gerd Hausler, of a fixed remuneration of EUR 100,000 per year as compensation for their services as Directors during each relevant FY 14. Approve the granting to Mr. D. Ronald Daniel Mgmt For For of a fixed remuneration of EUR 250,000 per year as compensation for his services as Director during each relevant FY 15. Acknowledge that Messrs. Bjorn Konig, Jun Makihara, Mgmt For For Jeremy W. Sillem and Mathias Dopfner comply with the family and financial criteria of independence set out in Article 524 Section 4, second indent of the Belgian Companies Code 16. Acknowledge that none of the criteria specified Mgmt For For in Article 524 Section 4, second indent, 2 and 3 of the Belgian Companies Code and which would otherwise prevent them from being independent, are met by Messrs. Bjorn Konig, Jun Makihara, Jeremy W. Sillem and Mathias Dopfner 17. Acknowledge that, in the opinion of the Company, Mgmt For For Messrs. Bjorn Konig, Jun Makihara, Jeremy W. Sillem and Mathias Dopfner do not have any relationship with a Company which could compromise their independence 18. Re-appoint KPMG Reviseurs d'Entreprises [represented Mgmt For For by Mr. Benoit Van Roost, partner] as the Statutory Auditor for review of the consolidated financial statements and for a period of 3 years until immediately after the annual shareholders' meeting which shall be invited to approve the consolidated financial statements for the FYE 31 MAR 2011 19. Approve, pursuant to Article 556 of the Belgian Mgmt For For Companies Code, any provision granting to the holders of any bonds, [mandatory] convertible bonds or notes that the Company may issue within the 12 months this annual shareholders meeting, in 1 or several offerings and trenches, denominated either in EUR, USD or JPY, with a maturity or maturities not exceeding 30 years, for a maximum amount of EUR 1bn [or the USD or JPY equivalent thereof], the right to obtain the redemption of the bonds, [mandatory] convertible bonds or notes for an amount not in excess of 110% of principal amount plus accrued and unpaid interest, in the event of a change of control of the Company, as may be provided in the terms and conditions relating to such bonds, [mandatory] convertible bonds or notes, any such issue of bonds, [mandatory] convertible bonds or notes shall be disclosed through a press release, which shall summarize the applicable change of control provision and mention the total amount of bonds, [mandatory] convertible bonds or notes already issued by the Company and subject to a change of control provision approved under the present resolution -------------------------------------------------------------------------------------------------------------------------- RUSS BERRIE AND COMPANY, INC. Agenda Number: 932927645 -------------------------------------------------------------------------------------------------------------------------- Security: 782233100 Meeting Type: Annual Meeting Date: 10-Jul-2008 Ticker: RUS ISIN: US7822331002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR RAPHAEL BENAROYA Mgmt For For MARIO CIAMPI Mgmt For For BRUCE G. CRAIN Mgmt For For FREDERICK J. HOROWITZ Mgmt For For LAUREN KRUEGER Mgmt For For SALVATORE M. SALIBELLO Mgmt For For JOHN SCHAEFER Mgmt For For MICHAEL ZIMMERMAN Mgmt For For 02 APPROVAL OF THE RUSS BERRIE AND COMPANY, INC. Mgmt For For EQUITY INCENTIVE PLAN. 03 APPROVAL OF THE RUSS BERRIE AND COMPANY, INC. Mgmt For For 2009 EMPLOYEE STOCK PURCHASE PLAN. -------------------------------------------------------------------------------------------------------------------------- SYCAMORE NETWORKS, INC. Agenda Number: 932978654 -------------------------------------------------------------------------------------------------------------------------- Security: 871206108 Meeting Type: Annual Meeting Date: 06-Jan-2009 Ticker: SCMR ISIN: US8712061089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR DANIEL E. SMITH Mgmt For For 2 TO AUTHORIZE THE BOARD OF DIRECTORS, IN ITS Mgmt For For DISCRETION, TO AMEND SYCAMORE'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF ITS OUTSTANDING COMMON STOCK AT A RATIO OF (I) ONE-FOR-FIVE, (II) ONE-FOR-SEVEN, OR (III) ONE-FOR-TEN, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3 TO APPROVE SYCAMORE'S 2009 STOCK INCENTIVE PLAN. Mgmt For For 4 TO APPROVE SYCAMORE'S 2009 NON-EMPLOYEE DIRECTOR Mgmt For For STOCK OPTION PLAN. 5 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS SYCAMORE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY 31, 2009. -------------------------------------------------------------------------------------------------------------------------- TEJON RANCH CO. Agenda Number: 933048781 -------------------------------------------------------------------------------------------------------------------------- Security: 879080109 Meeting Type: Annual Meeting Date: 12-May-2009 Ticker: TRC ISIN: US8790801091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR GEOFFREY L. STACK Mgmt For For MICHAEL H. WINER Mgmt For For 02 RATIFICATION OF ERNST AND YOUNG, LLP AS THE Mgmt For For COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2009. -------------------------------------------------------------------------------------------------------------------------- TELLABS, INC. Agenda Number: 933011354 -------------------------------------------------------------------------------------------------------------------------- Security: 879664100 Meeting Type: Annual Meeting Date: 01-May-2009 Ticker: TLAB ISIN: US8796641004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: BO HEDFORS Mgmt For For 1B ELECTION OF DIRECTOR: MICHAEL E. LAVIN Mgmt For For 1C ELECTION OF DIRECTOR: JAN H. SUWINSKI Mgmt For For 02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT AUDITORS FOR 2009. -------------------------------------------------------------------------------------------------------------------------- THE ST. JOE COMPANY Agenda Number: 933027294 -------------------------------------------------------------------------------------------------------------------------- Security: 790148100 Meeting Type: Annual Meeting Date: 12-May-2009 Ticker: JOE ISIN: US7901481009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR MICHAEL L. AINSLIE Mgmt For For HUGH M. DURDEN Mgmt For For THOMAS A. FANNING Mgmt For For WM. BRITTON GREENE Mgmt For For ADAM W. HERBERT, JR. Mgmt For For DELORES M. KESLER Mgmt For For JOHN S. LORD Mgmt For For WALTER L. REVELL Mgmt For For 02 APPROVAL OF THE ST. JOE COMPANY 2009 EQUITY Mgmt For For INCENTIVE PLAN. 03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- TOYOTA INDUSTRIES CORPORATION Agenda Number: 701996730 -------------------------------------------------------------------------------------------------------------------------- Security: J92628106 Meeting Type: Annual Meeting Date: 19-Jun-2009 Ticker: ISIN: JP3634600005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approve Appropriation of Profits Mgmt For For 2 Amend Articles to: Approve Minor Revisions Related Mgmt For For to Dematerialization of Shares and the other Updated Laws and Regulations, Adopt Restriction to the Rights for Odd-Lot Shares, Allow Use of Treasury Shares for Odd-Lot Purchases 3.1 Appoint a Director - Tadashi Ishikawa Mgmt For For 3.2 Appoint a Director - Tetsuro Toyoda Mgmt For For 3.3 Appoint a Director - Norio Sato Mgmt For For 3.4 Appoint a Director - Tatsuo Matsuura Mgmt For For 3.5 Appoint a Director - Akira Imura Mgmt For For 3.6 Appoint a Director - Shigetaka Yoshida Mgmt For For 3.7 Appoint a Director - Masafumi Kato Mgmt For For 3.8 Appoint a Director - Yasuharu Toyoda Mgmt For For 3.9 Appoint a Director - Yutaka Murodono Mgmt For For 3.10 Appoint a Director - Kazunori Yoshida Mgmt For For 3.11 Appoint a Director - Kosaku Yamada Mgmt For For 3.12 Appoint a Director - Toshiyuki Sekimori Mgmt For For 3.13 Appoint a Director - Kimpei Mutsuya Mgmt For For 3.14 Appoint a Director - Tatsuro Toyoda Mgmt For For 4 Appoint a Corporate Auditor - Shinichi Saski Mgmt For For 5 Allow Board to Authorize Use of Stock Option Mgmt For For Plan 6 Approve Provision of Retirement Allowance for Mgmt For For Corporate Auditors -------------------------------------------------------------------------------------------------------------------------- WHARF HOLDINGS LTD Agenda Number: 701921771 -------------------------------------------------------------------------------------------------------------------------- Security: Y8800U127 Meeting Type: Annual Meeting Date: 05-Jun-2009 Ticker: ISIN: HK0004000045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and the reports Mgmt For For of the Directors and the Auditors for the YE 31 DEC 2008 2. Declare a final dividend for the YE 31 DEC 2008 Mgmt For For 3.A Re-elect Mr. Peter K. C. Woo, as a Director Mgmt For For 3.B Re-elect Mr. Stephen T. H. Ng as a Director Mgmt For For 3.C Re-elect Ms. Doreen Y. F. Lee as a Director Mgmt For For 3.D Re-elect Mr. Paul Y. C. Tsui as a Director Mgmt For For 3.E Re-elect Mr. Hans Michael Jebsen as a Director Mgmt For For 3.F Re-elect Mr. James E. Thompson as a Director Mgmt For For 4. Re-appoint KPMG as the Auditors of the Company Mgmt For For and authorize the Directors to fix their remuneration 5. Authorize the Directors of the Company, subject Mgmt For For to this Resolution, to purchase shares in the capital of the Company, during the relevant period, the aggregate nominal amount of shares which may be purchased on the Stock Exchange of Hong Kong Limited or any other stock exchange recognized for this purpose by the securities and futures Commission and the Stock Exchange of Hong Kong Limited under the Code on share repurchases pursuant to the approval, shall not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by Law to be held] 6. Authorize the Directors of the Company, subject Mgmt For For to this Resolution, to allot, issue and deal with additional shares in the Capital of the Company and to make or grant offers, agreements, warrants, options and other securities during and after the relevant period, the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution, otherwise than pursuant to: [i] a Rights Issue [as specified], or [ii] any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of: 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution; plus [if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company] the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this Resolution [up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution]; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by Law to be held] 7. Approve, the general mandate granted to the Mgmt For For Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to ordinary Resolution 6, by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary Resolution 5, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution -------------------------------------------------------------------------------------------------------------------------- WHEELOCK & CO LTD Agenda Number: 701922292 -------------------------------------------------------------------------------------------------------------------------- Security: Y9553V106 Meeting Type: Annual Meeting Date: 08-Jun-2009 Ticker: ISIN: HK0020000177 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and the reports Mgmt For For of the Directors and the Auditors for the FYE 31 DEC 2008 2. Declare a final dividend for the FYE 31 DEC Mgmt For For 2008 3.A Re-elect Mr. Peter K. C. Woo as a Director Mgmt For For 3.B Re-elect Mr. Paul Y. C. Tsui as a Director Mgmt For For 3.C Re-elect Mr. Alexander S. K. Au as a Director Mgmt For For 3.D Re-elect Mr. Kenneth W. S. Ting as a Director Mgmt For For 4. Re-appoint KPMG as the Auditors of the Company Mgmt For For and authorize the Directors to fix their remuneration 5. Authorize the Directors of the Company to purchase Mgmt For For shares of the Company on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company have been or may be listed and recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases for such purposes, subject to and in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; [Authority expires earlier at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held] 6. Authorize the Directors to allot, issue and Mgmt For For deal with additional shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate nominal amount of the issued share capital of the Company; plus b) the nominal amount of share capital repurchased [up to 10% of the aggregate nominal amount of the issued share capital], otherwise than pursuant to i) a rights issue; or ii) any scrip dividend or similar arrangement; [Authority expires earlier at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held] 7. Approve top extend the general mandate granted Mgmt For For to the Directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares of the Company pursuant to Resolution 6 by the addition of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to Resolution 5, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution * Management position unknown
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) Third Avenue Variable Series Trust By (Signature) /s/ David M. Barse Name David M. Barse Title President Date 08/26/2009