Adding a voice to your vote

Copyright © 2011 ProxyCensus Limited UK Registered Company N° 6490912 | Suite B, 29 Harley Street, London W1G 9QR, United Kingdom

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Table of Contents

At a Glance 2

The Team 2

Our 6P Mission Statement 3

Global Proxy Solicitation 4

Team Track Record 4

The ProxyCensus Approach 5

Identifying & Communicating with Shareholders 5

Agenda 6

Shareholder Identification 6Shareholder Identification Added Value 7 Proxy Voting 8Proxy Voting Process 9Summary 10 Why Choose Us 11

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At a Glance

Next Generation Borderless Shareholder Communications

The ProxyCensus team was drawn together through a shared passion for simplifying shareholder communications in the period of time leading up to a company’s general meeting, whether it be ordinary, extraordinary or mixed. Promoting and developing corporate democracy are important values that our team puts into practice when confronted with the critical challenges encountered by listed companies. ProxyCensus was established on a straightforward principle: Our success would come from our clients’ prosperity. Our focus on client services and our appreciation of the importance of building and maintaining long-term relationships has matured out of this philosophy. With experience in diverse sectors across Europe and North America our international team of consultants collectively boast the completion of more than 125 successful corporate events.

The Team

ProxyCensus consists of an international team with 40 years combined experience in both shareholder and corporate communications. Our knowledge of the industry is based on over 300 projects we have covered on five continents. Industries encompassed include banking, financial services, telecommunications, transport, utilities and fashion. Adding to that our team comes from diverse professional, linguistic and cultural backgrounds but are bound by ProxyCensus’ same result-driven approach we apply to each and every single project we dedicate ourselves to.

Our alliances:

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Our 6P Mission Statement

Preparation & Planning Promotes Positive Proxy Participation

The answer to your shareholder communication needs is as simple as the ProxyCensus 6P Philosophy:

• Humanly manned 24H shareholder prop-up service• Encouraging investor support• Explanation of varying and complex cross-border voting procedures• Direct intervention with the voting authorities, investors, custodians, proxy advisors

and all other parties involved in the voting process• Escalating investor awareness• Lineal feedback from investors to our clients• Quantifiable results

We bridge the gap that no other proxy solicitor / global information agent are proficient to fill.

“Harmonizing your shareholder communications combined with investor insight can significantly influence meeting results, expose potential risk and broaden investor loyalty.”

“Harmonizing your shareholder communications combined with investor insight can significantly influence meeting results, expose potential risk and broaden investor loyalty.”

“

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Global Proxy Solicitation

Global Coverage, However Complex the Job

Everyday companies are faced with the common challenge of communicating with their shareholders. This issue multiplies in dimension during the run-up to a General meeting when shareholders and decision makers are submerged with information from diverse sources. The transmittal of data through highly efficient internal systems is very often compromised by dissimilar cross border voting procedures and regulations. If that wasn’t enough shareholder ownership profiles are fragmented more than ever due to the increased number of international institutional investors and financial community intermediaries so you can never be certain if you’re actually communicating to the right entity or more importantly to the correct voting authority.

The fundamental approach of ProxyCensus’s global proxy solicitation programs is through effective undeviating communication. By drilling down through the complex multilayered ownership infrastructure we are able to unveil the actual voting authority and guarantee a clear channel back to the issuer. This is accomplished through a series of contact networks which include Legal & Compliance , Corporate Actions and Proxy Servicing Departments throughout the global financial community.

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Team Track Record

Getting the job done

ProxyCensus Team:

Meeting Solicitation Equity Reconnaissance Global Information Agent Debt Identification

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The ProxyCensus Approach

How ProxyCensus Shareholder Identification and Proxy Voting Services are Integrated In Practice

Our techniques provide clients with fact checkers and pin-point precision. Cross referencing the inconsistent fragments acquired from direct contact and exhaustive research reduces risk of non identified shareholders. We mould each identification report to our client’s exact needs. Our course of action and the consistency of our data sources ensure that the information supplied is precise and in time for a general meeting. The techniques used to correctly scrutinize and compile a companies’ shareholder structure also permits the meetings steering team to prime the optimal distribution of resources in the run up to the general meeting.

Identifying & Communicating with Shareholders

Transparency of The Shareholder Structure As Pre-requisite To

Needed

Get overview

Know the target

Gain control

Action Enabler

…by knowing the existing shareholder base

Shareholder identification

…to move to the final de-sired shareholder structure

Strategic targeting

…to steer in the desired direction and decisions

Proxy voting

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Agenda

1. SHAREHOLDER IDENTIFICATION

1. PROXY VOTING

2. SUMMARY

Shareholder Identification

TWOFOLD The Amount of Identified Shareholders With ID

Unknown Investors

Unknown Investors

Unknown Investors

Unidentified Nominee positions

Identified

Before ID

Inadequate Know

ledge = Increased Risk

Increased Know

ledge = Reduced R

isk

Identified

After ID

Identified

Target

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Shareholder Identification Added Value

Proxycensus ID Reveals “Profile” of Shareholders Not Just a Number

(*) sentiment towards meeting and management

Registered Shareholders

Proxycensus id Identification

1/3Total

Identified Shareholders

Regional Split

Investment Style

Turnover

Biggest Buyers

Shareholder

Proxy Advisor (level of delegation)

E-Voting Platform

2/3 (*)

Yes (without nominees)

V R

R

V R

V R

V R

V R

V R

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Agenda

1. SHAREHOLDER IDENTIFICATION

1. PROXY VOTING

2. SUMMARY

Proxy Voting

From Id To Proxy Voting

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Proxy Voting Process

ProxyCensus Interfaces All The Vital Areas

This Proxy Process Flow Chart is intended to be a general overview of the proxy flow. Through seamless surveillance, investor insight and clarity ProxyCensus allows you to keep control of the situation.

Pro-activedialogue

Beneficial owner &institutional investors

sentiment / Proxy chasing / Vote Confirmation Increase Participation / reduce negative votes / Assist

TransferAgents

Inspector ofElections

Tabulators

SEC

DTCClearing house

Record keeping

Certified votes

Totalvotes

Recommnedations to ParticipantsAdvisory fees

Ballot & AGM Materials

Voting instructions

Fees

Fees

Fees

HoldingsReports

Vote instructionsResearch & ballots

N-PX forms 13F HR /N-q/ NCSR

Audit DEF 14A filingsNomineecost

Searchcardresults

Holdings

Ballot distribution fees (global only)

Global holdings

Custodial service feesCustodial services

Sub-custodian fees

Fees

Geograpicalholdingdistribution

InternationalInstitutionalVotes

ConfrimHoldings/AgendaReception/Meeting

InternationalShareholders

tosubscribers

confirmvoting

recommendations

Votes

Confirmcut-offdates/Totlavotes

SPR/Confirmdistribution/Votestatus

Transmittal of info

Custodians Sub-Custodians

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Agenda

1. SHAREHOLDER IDENTIFICATION

1. PROXY VOTING

2. SUMMARY

Summary

• Two fold transparency Increase identified

• institutional & nominee holders• Synchronize communication

during agm build-up• Cut AGM cost

• Tracking of shareholder Base• Relationship enhancement• Stabilze shareholder base• Long term investors

• Meet Quorum requirements• Increased vote participation• Raise shareholders registration• Enhance Corporate Governance

• Maintain control • Reduce risk of activism• Improve Corporate Governance • Amplify communication frequency

Achievem

ents of far

Ou

tlook to the future

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Why Choose Us

Shareholder Communications Measured Around Your Needs

General Meeting is the unique moment in the financial calendar where investor support towards management is measurable and comparable to peer competitors. Our mission is to accumulate the votes required in order to ensure a successful meeting, reduce operational risk, and gather shareholder sentiment. In a persistently evolving environment, ProxyCensus is the most competent running mate to assist the General Meeting steering team to:

• Full understanding of cross border voting procedures• Crafting a crisp and clear corporate message• Direct intervention with investors, custodians, proxy advisors and all other parties involved

in the process • Genuine intermediary interaction (not call centre operators)• Delivering comprehensive feedback and workable results throughout the process• Rapid reaction and response on any market and time zone• Most competitive rates – No other company can match

By reducing operational expenditure ( expensive, inactive office locations, preventable travel costs, bumped up out of pocket expenses etc) ProxyCensus is able to deliver a highly cost effective general meeting solicitation program maintaining the highest possible standard of excellence. It’s all about focus and dedication. ProxyCensus is the only company on the market that can guarantee 100% attention to your general meeting. We won’t try to sell you services you don’t need, try to tell you how to run your company or overcharge you as a result. We’ll give you the tools you need for you to reach the best possible outcome of your General Meeting. At ProxyCensus we’re committed to nothing less than making your General Meeting a success, whoever and wherever your investors may be. We look forward to making our skilled and unique dedication work for you. To find out how, contact:

Miguel Carrasco Managing Director m.carrasco@proxycensus.com

To effectively communicate we must realize that we are all different in the way we perceive the world and use this understanding as a guide to our communication with others”

Anthony Robbins

“