| COMPAGNIE NATIONALE A PORTEFEUILLE (CNP) | 16/04/2009 AGM | |
|---|---|---|
| 1 | 1) Approval of the non-consolidated annual accounts; 2) Approval of the appropriation of income and of the dividend | Abstain |
| 2 | Discharge of the Board | Oppose |
| 3 | Discharge of the auditor | Oppose |
| 4.1 | Non-renewal of the mandate of Mr Pierre-Alain de Smedt | For |
| 4.2 | Reappointment of Mr Jean Clamon as Director for a period of 4 years | Oppose |
| 4.3 | Reappointment of Mr Victor Delloye as Director for a period of 4 years | Oppose |
| 4.4 | Reappointment of Mrs Ségolène Gallienne as Director for a period of 4 years | Oppose |
| 4.5 | Reappointment of Mr Thierry de Rudder as Director for a period of 4 years | Oppose |
| 4.6 | Election of Mr Donald Bryden as Director for a period of 4 years | For |
| 4.7.1 | Confirmation that Mr Robert Castaigne is independent Director according to the Code of Companies and to the Corporate Governance Charter of CNP | Oppose |
| 4.7.2 | Confirmation that Mr Jean-Pierre Hansen is independent Director according to the Code of Companies and to the Corporate Governance Charter of CNP | Oppose |
| 4.7.3 | Confirmation that Mr Siegfried Luther is independent Director according to the Code of Companies and to the Corporate Governance Charter of CNP | Oppose |
| 4.7.4 | Confirmation that Mr Donald Bryden is independent Director according to the Code of Companies and to the Corporate Governance Charter of CNP | Abstain |
| 5.1 | Authorisation to acquire treasury shares | Oppose |
| 5.2 | Authorisation a treasury shares acquisition programm for € 95,452 millions (market value) | For |
| 6.1 | Annual Stock option plan | Oppose |
| 6.2 | Stock option plans 2009 : authorization amounting to a nominal capital amount of € 7,500,000 | Oppose |
| 7 | Early stock options exercise upon a change of control of the Company | Oppose |
| 8 | Miscellaneous | Non-Voting |
| E1.a | Cancellation of 2,200,000 treasury shares | For |
| E1.b | Reduction of the provision account in line with the previous proposal | For |
| E1.c | Change by-laws provisions in line with the previous extraordinary resolutions | For |
| E2.a | Special report of the Board regarding the specific circumstances in which the issuance of capital can be used | Oppose |
| E2.b | Issue stock | Oppose |
| E2.c | Issue convertible debt instruments or bonds redeembable in shares | Oppose |
| E2.d | Autorisation granted to the Board to cancel the preemptive subscription right regarding the proposals 2.b and 2.c | Oppose |
| E2.e | Change by-laws provisions in line with the previous extraordinary resolutions | For |
| E2.f | Change article 7 of the by-laws in line with the previous extraordinary resolutions | For |
| E3 | Modify article 10 of the By-laws | For |
| E4 | Modify article 13ter of the By-laws | For |
| E5 | Modify article 14bis of the By-laws | For |
| E6 | Modify article 22 of the By-laws | For |
| E7 | Modify article 28 of the By-laws | Oppose |
| E8 | Modify article 29 of the By-laws | Oppose |
| E9 | Delegation of powers for the completion of formalities | For |