VIG Vanguard Dividend Appreciation ETF

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM N-PX
 ANNUAL REPORT OF PROXY VOTING RECORD
 OF
 REGISTERED MANAGEMENT INVESTMENT COMPANIES

 INVESTMENT COMPANY ACT FILE NUMBER: 811-3916
 NAME OF REGISTRANT: VANGUARD SPECIALIZED FUNDS
 ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
 NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
 PO BOX 876
 VALLEY FORGE, PA 19482
 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
 DATE OF FISCAL YEAR END: JANUARY 31
 DATE OF REPORTING PERIOD: JULY 1, 2007 - JUNE 30, 2008

 FUND: VANGUARD ENERGY FUND
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ADDAX PETE CORP
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/26/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RE-APPOINT DELOITTE & TOUCHE LLP, ISSUER YES FOR FOR
CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE
CORPORATION FOR THE ENSUING YEAR AT SUCH REMUNERATION
AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF THE
CORPORATION

PROPOSAL #2.A: ELECT MR. PETER DEY AS A DIRECTOR OF ISSUER YES FOR FOR
THE ADDAX PETROLEUM TO HOLD OFFICE UNTILTHE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR SUCCESSORS
ARE ELECTED OR APPOINTED

PROPOSAL #2.B: ELECT MR. STEPHEN PAUL DE HEINRICH AS A ISSUER YES FOR FOR
 DIRECTOR OF THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL
THE NEXT ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR
SUCCESSORS ARE ELECTED OR APPOINTED

PROPOSAL #2.C: ELECT MR. JEAN CLAUDE GANDUR AS A ISSUER YES FOR FOR
DIRECTOR OF THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL
THE NEXT ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR
SUCESSORS ARE ELECTED OR APPOINTED

PROPOSAL #2.D: ELECT MR. GERRY MACEY AS A DIRECTOR OF ISSUER YES FOR FOR
THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL THE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR SUCCESSORS
ARE ELECTED OR APPOINTED

PROPOSAL #2.E: ELECT MR. BRIAN ANDERSON AS A DIRECTOR ISSUER YES FOR FOR
OF THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL THE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR SUCCESSORS
ARE ELECTED OR APPOINTED

PROPOSAL #2.F: ELECT MR. AFOLABI OLADELE AS A DIRECTOR ISSUER YES FOR FOR
 OF THE ADDAX PETROLEUM TO HOLD OFFICEUNTIL THE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR SUCCESSORS
ARE ELECTED OR APPOINTED

PROPOSAL #2.G: ELECT MR. JAMES DAVIE AS A DIRECTOR OF ISSUER YES FOR FOR
THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL THE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THEIR SUCCESSORS
ARE ELECTED OR APPOINTED

PROPOSAL #2.H: ELECT MR. WESLEY TWISS AS A DIRECTOR OF ISSUER YES FOR FOR
 THE ADDAX PETROLEUM TO HOLD OFFICE UNTIL THE NEXT
ANNUAL MEETING SHAREHOLDERS OR UNTIL THE SUCCESSORS
ARE ELECTED OR APPOINTED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ANADARKO PETROLEUM CORPORATION
 TICKER: APC CUSIP: 032511107
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN R. BUTLER, JR. ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: LUKE R. CORBETT ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN R. GORDON ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF KPMG LLP ISSUER YES FOR FOR
AS INDEPENDENT AUDITORS.

PROPOSAL #03: APPROVAL OF 2008 OMNIBUS INCENTIVE ISSUER YES FOR FOR
COMPENSATION PLAN.

PROPOSAL #04: APPROVAL OF 2008 DIRECTOR COMPENSATION ISSUER YES FOR FOR
PLAN.

PROPOSAL #05: STOCKHOLDER PROPOSAL - DECLASSIFICATION SHAREHOLDER YES FOR AGAINST
OF BOARD

PROPOSAL #06: STOCKHOLDER PROPOSAL - AMENDMENT TO NON- SHAREHOLDER YES AGAINST FOR
DISCRIMINATION POLICY
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: APACHE CORPORATION
 TICKER: APA CUSIP: 037411105
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ELECTION OF DIRECTOR: G. STEVEN FARRIS ISSUER YES FOR FOR

PROPOSAL #02: ELECTION OF DIRECTOR: RANDOLPH M. FERLIC ISSUER YES FOR FOR

PROPOSAL #03: ELECTION OF DIRECTOR: A.D. FRAZIER, JR. ISSUER YES FOR FOR

PROPOSAL #04: ELECTION OF DIRECTOR: JOHN A. KOCUR ISSUER YES FOR FOR

PROPOSAL #05: STOCKHOLDER PROPOSAL CONCERNING SHAREHOLDER YES AGAINST FOR
REIMBURSEMENT OF PROXY EXPENSES
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ARCH COAL, INC.
 TICKER: ACI CUSIP: 039380100
 MEETING DATE: 4/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT


ELECTION OF DIRECTOR: JAMES R. BOYD ISSUER YES FOR FOR



ELECTION OF DIRECTOR: JOHN W. EAVES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DOUGLAS H. HUNT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. MICHAEL PERRY ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT PUBLIC ACCOUNTING FIRM
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BAKER HUGHES INCORPORATED
 TICKER: BHI CUSIP: 057224107
 MEETING DATE: 4/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: LARRY D. BRADY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHAD C. DEATON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ANTHONY G. FERNANDES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLAIRE W. GARGALLI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PIERRE H. JUNGELS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES A. LASH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES F. MCCALL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. LARRY NICHOLS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: H. JOHN RILEY, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES L. WATSON ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF DELOITTE & TOUCHE AS THE ISSUER YES FOR FOR
 COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2008.

PROPOSAL #03: PROPOSAL TO APPROVE THE PERFORMANCE ISSUER YES FOR FOR
CRITERIA FOR AWARDS UNDER THE 2002 DIRECTOR & OFFICER
LONG-TERM INCENTIVE PLAN.

PROPOSAL #04: SUCH OTHER BUSINESS AS MAY PROPERLY COME ISSUER YES AGAINST AGAINST
 BEFORE THE MEETING AND ANY RECONVENED MEETING AFTER
AN ADJOURNMENT THEREOF.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BANPU PUBLIC CO LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE MINUTES OF PREVIOUS AGM ISSUER YES FOR FOR

PROPOSAL #2.: APPROVE THE COMPANY'S 2007 PERFORMANCE ISSUER YES FOR FOR

PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS

PROPOSAL #4.: APPROVE THE ALLOCATION OF INCOME ISSUER YES FOR FOR

PROPOSAL #5.1A: RE-ELECT MR. MONTRI MONGKOLSWAT AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #5.1B: RE-ELECT MR. RUTT PHANIJPHAN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #5.1C: RE-ELECT MR. CHANIN VONGKUSOLKIT AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #5.1D: RE-ELECT MR. METEE AUAPINYAKUL AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #5.2: ELECT MR. KRIRK-KRAI JIRAPAET AS A NEW ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #5.3: APPROVE THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #6.: APPROVE THE PRICWATERHOUSECOOPERS ABAS ISSUER YES FOR FOR
AS THE AUDITORS AND AUTHORIZE THE BOARD TO FIX THEIR
REMUNERATION

PROPOSAL #7.: OTHER BUSINESS ISSUER YES AGAINST AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BG GROUP PLC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND ISSUER YES FOR FOR
STATUTORY REPORTS

PROPOSAL #2.: APPROVE THE REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #3.: APPROVE THE FINAL DIVIDEND OF 5.76 PENCE ISSUER YES FOR FOR
 PER ORDINARY SHARE

PROPOSAL #4.: ELECT DR. JOHN HOOD AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.: RE-ELECT BARONESS HOGG AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #6.: RE-ELECT SIR JOHN COLES AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #7.: REAPPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
THE AUDITORS OF THE COMPANY

PROPOSAL #8.: AUTHORIZE THE AUDIT COMMITTEE TO FIX THE ISSUER YES FOR FOR
 REMUNERATION OF THE AUDITORS

PROPOSAL #9.: AUTHORIZE THE COMPANY TO MAKE EU ISSUER YES FOR FOR
POLITICAL DONATIONS TO POLITICAL PARTIES OR
INDEPENDENT ELECTION CANDIDATES UP TO GBP 15,000 TO
POLITICAL ORGANIZATIONS OTHER THAN POLITICAL PARTIES
UP TO GBP 15,000 AND INCUR EU POLITICAL EXPENDITURE UP
 TO GBP 20,000

PROPOSAL #10.: GRANT AUTHORITY FOR ISSUE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
 AGGREGATE NOMINAL AMOUNT OF GBP 117,078,772

PROPOSAL #11.: APPROVE THE BG GROUP PLC LONG TERM ISSUER YES FOR FOR
INCENTIVE PLAN 2008

PROPOSAL #12.: APPROVE THE BG GROUP PLC SHARESAVE PLAN ISSUER YES FOR FOR
 2008

PROPOSAL #13.: APPROVE THE BG GROUP PLC SHARE ISSUER YES FOR FOR
INCENTIVE PLAN 2008

PROPOSAL #14.: GRANT AUTHORITY FOR ISSUE OF EQUITY OR ISSUER YES FOR FOR
EQUITY-LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
 TO AGGREGATE NOMINAL AMOUNT OF GBP 16,720,201

PROPOSAL #15.: GRANT AUTHORITY FOR THE MARKET PURCHASE ISSUER YES FOR FOR
 OF 334,404,035 ORDINARY SHARES

PROPOSAL #16.: ADOPT THE NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BHP BILLITON LIMITED
 TICKER: BHP CUSIP: 088606108
 MEETING DATE: 11/28/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO RECEIVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
 AND REPORTS FOR BHP BILLITON PLC.

PROPOSAL #02: TO RECEIVE THE 2007 FINANCIAL STATEMENTS ISSUER YES FOR FOR
 AND REPORTS FOR BHP BILLITON LTD.

PROPOSAL #03: TO RE-ELECT MR D A CRAWFORD AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC.

PROPOSAL #04: TO RE-ELECT MR D A CRAWFORD AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LTD.

PROPOSAL #05: TO RE-ELECT MR D R ARGUS AS A DIRECTOR ISSUER YES FOR FOR
OF BHP BILLITON PLC.

PROPOSAL #06: TO RE-ELECT MR D R ARGUS AS A DIRECTOR ISSUER YES FOR FOR
OF BHP BILLITON LTD.

PROPOSAL #07: TO RE-ELECT MR C A'S CORDEIRO AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC.

PROPOSAL #08: TO RE-ELECT MR C A'S CORDEIRO AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LTD.

PROPOSAL #09: TO RE-ELECT THE HON E G DE PLANQUE AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC.

PROPOSAL #10: TO RE-ELECT THE HON E G DE PLANQUE AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LTD.

PROPOSAL #11: TO RE-ELECT DR D A L JENKINS AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON PLC.

PROPOSAL #12: TO RE-ELECT DR D A L JENKINS AS A ISSUER YES FOR FOR
DIRECTOR OF BHP BILLITON LTD.

PROPOSAL #13: TO REAPPOINT KPMG AUDIT PLC AS THE ISSUER YES FOR FOR
AUDITOR OF BHP BILLITON PLC.

PROPOSAL #14: TO RENEW THE GENERAL AUTHORITY TO ALLOT ISSUER YES FOR FOR
SHARES IN BHP BILLITON PLC.

PROPOSAL #15: TO RENEW THE DISAPPLICATION OF PRE- ISSUER YES FOR FOR
EMPTION RIGHTS IN BHP BILLITON PLC.

PROPOSAL #16: TO APPROVE THE REPURCHASE OF SHARES IN ISSUER YES FOR FOR
BHP BILLITON PLC.

PROPOSAL #17A: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31
DECEMBER 2007.

PROPOSAL #17B: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15
FEBRUARY 2008.

PROPOSAL #17C: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30
APRIL 2008.

PROPOSAL #17D: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31 MAY
 2008.

PROPOSAL #17E: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15
JUNE 2008.

PROPOSAL #17F: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31
JULY 2008.

PROPOSAL #17G: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15
SEPTEMBER 2008.

PROPOSAL #17H: TO APPROVE THE CANCELLATION OF SHARES ISSUER YES FOR FOR
IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30
NOVEMBER 2008.

PROPOSAL #18: TO APPROVE THE 2007 REMUNERATION REPORT. ISSUER YES FOR FOR

PROPOSAL #19: TO APPROVE THE GRANT OF AWARDS TO MR M J ISSUER YES FOR FOR
 KLOPPERS UNDER THE GIS AND THE LTIP.

PROPOSAL #20: TO APPROVE THE GRANT OF AWARDS TO MR C W ISSUER YES FOR FOR
 GOODYEAR UNDER THE GIS.

PROPOSAL #21: TO APPROVE THE AMENDMENT TO THE ARTICLES ISSUER YES FOR FOR
 OF ASSOCIATION OF BHP BILLITON PLC.

PROPOSAL #22: TO APPROVE THE AMENDMENT TO THE ISSUER YES FOR FOR
CONSTITUTION OF BHP BILLITON LTD.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BP P.L.C.
 TICKER: BP CUSIP: 055622104
 MEETING DATE: 4/17/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO RECEIVE THE DIRECTORS ANNUAL REPORT ISSUER YES FOR FOR
AND ACCOUNTS

PROPOSAL #02: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT

ELECTION OF DIRECTOR: MR A BURGMANS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MRS C B CARROLL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR WILLIAM CASTELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR I C CONN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR G DAVID ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR E B DAVIS, JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR D J FLINT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR B E GROTE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR A B HAYWARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR A G INGLIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR D S JULIUS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR TOM MCKILLOP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR IAN PROSSER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR P D SUTHERLAND ISSUER YES FOR FOR


PROPOSAL #17: TO RE-APPOINT ERNST & YOUNG LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO SET THEIR
REMUNERATION

PROPOSAL #S18: SPECIAL RESOLUTION: TO ADOPT NEW ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION

PROPOSAL #S19: SPECIAL RESOLUTION: TO GIVE LIMITED ISSUER YES FOR FOR
AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY

PROPOSAL #20: TO GIVE LIMITED AUTHORITY TO ALLOT ISSUER YES FOR FOR
SHARES UP TO A SPECIFIED AMOUNT

PROPOSAL #S21: SPECIAL RESOLUTION: TO GIVE AUTHORITY ISSUER YES FOR FOR
TO ALLOT A LIMITED NUMBER OF SHARES FOR CASH FREE OF
PRE-EMPTIVE RIGHTS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: BP PLC, LONDON
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/17/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE THE DIRECTOR'S ANNUAL REPORT AND ISSUER YES FOR FOR
 ACCOUNTS

PROPOSAL #2.: APPROVE THE DIRECTORS REMUNERATION REPORT ISSUER YES ABSTAIN AGAINST

PROPOSAL #3.: RE-ELECT MR. A BURGMANS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4.: RE-ELECT MRS. C.B. CARROLL AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5.: RE-ELECT SIR WILLIAM CASTELL AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #6.: RE-ELECT MR. I.C. CONN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #7.: RE-ELECT MR. G. DAVID AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #8.: RE-ELECT MR. E.B. DAVIS, JR. AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #9.: RE-ELECT MR. D.J. FLINT AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #10.: RE-ELECT DR. B.E. GROTE AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #11.: RE-ELECT DR. A.B. HAYWARD AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #12.: RE-ELECT MR. A.G. INGLIS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #13.: RE-ELECT DR. D.S. JULIUS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #14.: RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #15.: RE-ELECT SIR IAN PROSER AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #16.: RE-ELECT MR. P.D. SUTHERLAND AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #17.: RE-APPOINT ERNST AND YOUNG LLP AS THE ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO FIXTHEIR
REMUNERATION

PROPOSAL #S.18: ADOPT NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR

PROPOSAL #S.19: APPROVE TO GIVE LIMITED AUTHORITY FOR ISSUER YES FOR FOR
THE PURCHASE OF ITS OWN SHARES BY THE COMPANY

PROPOSAL #20.: APPROVE TO GIVE LIMITED AUTHORITY TO ISSUER YES FOR FOR
ALLOT SHARES UP TO A SPECIFIED AMOUNT

PROPOSAL #S.21: APPROVE TO GIVE AUTHORITY TO ALLOT A ISSUER YES FOR FOR
LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION
RIGHTS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CABOT OIL & GAS CORPORATION
 TICKER: COG CUSIP: 127097103
 MEETING DATE: 4/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DAN O. DINGES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM P. VITITOE ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR
FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
ITS 2008 FISCAL YEAR.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CAMERON INTERNATIONAL CORPORATION
 TICKER: CAM CUSIP: 13342B105
 MEETING DATE: 12/7/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: AMENDMENT TO THE COMPANY'S AMENDED AND ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
150,000,000 TO 400,000,000.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CANADIAN NAT RES LTD MED TERM NTS CDS-
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MS. CATHERINE M. BEST AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.2: ELECT MR. N. MURRAY EDWARDS AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.3: ELECT HONOURABLE GARY A. FILMON AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.4: ELECT AMBASSADOR GORDON D. GIFFIN AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.5: ELECT MR. JOHN G. LANGILLE AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.6: ELECT MR. STEVE W. LAUT AS A DIRECTOR ISSUER YES FOR FOR
OF THE CORPORATION FOR THE ENSUING YEAR, AS SPECIFIED

PROPOSAL #1.7: ELECT MR. KEITH A.J. MACPHAIL AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.8: ELECT MR. ALLAN P. MARKIN AS A DIRECTOR ISSUER YES FOR FOR
 OF THE CORPORATION FOR THE ENSUING YEAR, AS SPECIFIED

PROPOSAL #1.9: ELECT MR. NORMAN F. MCINTYRE AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUINGYEAR, AS
SPECIFIED

PROPOSAL #1.10: ELECT MR. FRANK J. MCKENNA AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.11: ELECT MR. JAMES S. PALMER AS A ISSUER YES FOR FOR
DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR, AS
SPECIFIED

PROPOSAL #1.12: ELECT MR. ELDON R. SMITH AS A DIRECTOR ISSUER YES FOR FOR
 OF THE CORPORATION FOR THE ENSUING YEAR, AS SPECIFIED

PROPOSAL #1.13: ELECT MR. DAVID A. TUER AS A DIRECTOR ISSUER YES FOR FOR
OF THE CORPORATION FOR THE ENSUING YEAR, AS SPECIFIED

PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP, ISSUER YES FOR FOR
CHARTERED ACCOUNTANTS, CALGARY, ALBERTA AS THE
AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND
AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CANADIAN NATURAL RESOURCES LIMITED
 TICKER: CNQ CUSIP: 136385101
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: CATHERINE M. BEST ISSUER YES FOR FOR

ELECTION OF DIRECTOR: N. MURRAY EDWARDS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HON. GARY A. FILMON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: AMB. GORDON D. GIFFIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN G. LANGILLE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEVE W. LAUT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KEITH A.J. MACPHAIL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ALLAN P. MARKIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: NORMAN F. MCINTYRE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANK J. MCKENNA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES S. PALMER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ELDON R. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID A. TUER ISSUER YES FOR FOR

PROPOSAL #02: THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS,
CALGARY, ALBERTA, AS AUDITORS OF THE CORPORATION FOR
THE ENSUING YEAR AND THE AUTHORIZATION OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION
 TO FIX THEIR REMUNERATION.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CANADIAN OIL SANDS TRUST
 TICKER: COSWF CUSIP: 13642L100
 MEETING DATE: 4/28/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TRUSTEE TO VOTE COMMON SHARES OF COSL SO ISSUER YES FOR FOR
 AS TO APPOINT PRICEWATERHOUSECOOPERS LLP AS THE
AUDITOR OF COSL FOR THE ENSUING YEAR AT A REMUNERATION
 TO BE FIXED BY COSL AND APPROVED BY THE DIRECTORS
THEREOF;

ELECTION OF DIRECTOR: C.E. (CHUCK) SHULTZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: IAN A. BOURNE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARCEL R. COUTU ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DONALD J. LOWRY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DONALD F. MAZANKOWSKI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WAYNE M. NEWHOUSE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRANT G. SANGSTER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WESLEY R. TWISS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN B. ZAOZIRNY ISSUER YES FOR FOR

PROPOSAL #03: APPOINTING PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
 THE AUDITOR OF THE TRUST FOR THE ENSUING YEAR AT A
REMUNERATION TO BE FIXED BY COSL AND APPROVED BY THE
DIRECTORS THEREOF;

PROPOSAL #04: APPROVING THE SPECIAL RESOLUTION ISSUER YES FOR FOR
REGARDING THE APPROVAL AND AUTHORIZING AMENDMENT TO
THE TRUST INDENTURE, AS DESCRIBED AND SET FORTH IN THE
 MANAGEMENT PROXY CIRCULAR OF THE TRUST DATED MARCH
10, 2008;

PROPOSAL #05: APPROVING THE ORDINARY RESOLUTION ISSUER YES FOR FOR
REGARDING THE APPROVAL OF ALL UNALLOCATED ENTITLEMENTS
 UNDER THE UNIT OPTION INCENTIVE PLAN, AS DESCRIBED
AND SET FORTH IN THE MANAGEMENT INFORMATION CIRCULAR
OF THE TRUST DATED MARCH 10, 2008;

PROPOSAL #06: APPROVING THE ORDINARY RESOLUTION ISSUER YES AGAINST AGAINST
REGARDING THE AMENDMENT TO THE UNIT OPTION INCENTIVE
PLAN, AS DESCRIBED AND SET FORTH IN THE MANAGEMENT
INFORMATION CIRCULAR OF THE TRUST DATED MARCH 10, 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CHESAPEAKE ENERGY CORPORATION
 TICKER: CHK CUSIP: 165167107
 MEETING DATE: 6/6/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: AUBREY K. MCCLENDON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DON NICKLES ISSUER YES FOR FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO OUR LONG TERM ISSUER YES FOR FOR
 INCENTIVE PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2008.

PROPOSAL #04: TO CONSIDER A SHAREHOLDER PROPOSAL, IF SHAREHOLDER YES FOR AGAINST
PROPERLY PRESENTED AT THE MEETING.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CHEVRON CORPORATION
 TICKER: CVX CUSIP: 166764100
 MEETING DATE: 5/28/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: L.F. DEILY ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: J.L. JONES ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: D.J. O REILLY ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR

PROPOSAL #1K: ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR

PROPOSAL #1L: ELECTION OF DIRECTOR: K.W. SHARER ISSUER YES FOR FOR

PROPOSAL #1M: ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR

PROPOSAL #1N: ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR

PROPOSAL #1O: ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: PROPOSAL TO AMEND CHEVRON'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
 AUTHORIZED SHARES OF COMMON STOCK

PROPOSAL #04: ADOPT POLICY TO SEPARATE THE SHAREHOLDER YES AGAINST FOR
CEO/CHAIRMAN POSITIONS

PROPOSAL #05: ADOPT POLICY AND REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #06: REPORT ON ENVIRONMENTAL IMPACT OF SHAREHOLDER YES ABSTAIN AGAINST
CANADIAN OIL SANDS OPERATIONS

PROPOSAL #07: ADOPT GOALS AND REPORT ON GREENHOUSE GAS SHAREHOLDER YES ABSTAIN AGAINST
 EMISSIONS

PROPOSAL #08: REVIEW AND REPORT ON GUIDELINES FOR SHAREHOLDER YES ABSTAIN AGAINST
COUNTRY SELECTION

PROPOSAL #09: REPORT ON HOST COUNTRY LAWS SHAREHOLDER YES ABSTAIN AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CHINA PETE & CHEM CORP
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 11/15/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #S.1.1: APPROVE THE ISSUANCE SIZE ISSUER YES FOR FOR

PROPOSAL #S.1.2: APPROVE THE ISSUANCE PRICE ISSUER YES FOR FOR

PROPOSAL #S.1.3: APPROVE THE ISSUANCE TARGET, METHOD ISSUER YES FOR FOR
OF ISSUANCE AND ARRANGEMENT OF SALE TO EXISTING
SHAREHOLDERS

PROPOSAL #S.1.4: APPROVE THE TERM OF THE BONDS ISSUER YES FOR FOR

PROPOSAL #S.1.5: APPROVE THE INTEREST RATE OF THE ISSUER YES FOR FOR
BONDS WITH WARRANTS

PROPOSAL #S.1.6: APPROVE THE TERM AND METHOD OF ISSUER YES FOR FOR
REPAYMENT FOR PRINCIPAL AND INTEREST

PROPOSAL #S.1.7: APPROVE THE TERM OF REDEMPTION ISSUER YES FOR FOR

PROPOSAL #S.1.8: APPROVE THE GUARANTEE ISSUER YES FOR FOR

PROPOSAL #S.1.9: APPROVE THE TERM OF THE WARRANTS ISSUER YES FOR FOR

PROPOSAL #S1.10: APPROVE THE CONVERSION PERIOD OF THE ISSUER YES FOR FOR
WARRANTS

PROPOSAL #S1.11: APPROVE THE PROPORTION OF EXERCISE ISSUER YES FOR FOR
RIGHTS FOR THE WARRANTS

PROPOSAL #S1.12: APPROVE THE EXERCISE PRICE OF THE ISSUER YES FOR FOR
WARRANTS

PROPOSAL #S1.13: APPROVE THE ADJUSTMENT OF THE ISSUER YES FOR FOR
EXERCISE PRICE OF THE WARRANTS

PROPOSAL #S1.14: APPROVE THE USE OF PROCEEDS FROM THE ISSUER YES FOR FOR
PROPOSED ISSUANCE

PROPOSAL #S1.15: APPROVE THE VALIDITY OF THE RESOLUTION ISSUER YES FOR FOR

PROPOSAL #S1.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
COMPLETE THE SPECIFIC MATTERS OF THE PROPOSED ISSUANCE

PROPOSAL #2.: APPROVE THE FEASIBILITY OF THE PROJECTS ISSUER YES FOR FOR
TO BE INVESTED WITH THE PROCEEDS FROMTHE PROPOSED
ISSUANCE

PROPOSAL #3.: APPROVE THE DESCRIPTION PREPARED BY THE ISSUER YES FOR FOR
BOARD OF DIRECTORS ON THE USE OF PROCEEDS FROM THE
PREVIOUS ISSUANCE
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 8/10/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: ELECT MR. SU SHULIN AS A DIRECTOR OF THE ISSUER YES FOR N/A
 THIRD SESSION OF THE BOARD OF SINOPEC CORPORATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CHINA PETROLEUM & CHEMICAL CORP SINOPEC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/26/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE REPORT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS OF SINOPEC CORPORATION FOR THE YE 31 DEC 2007

PROPOSAL #2.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR FOR
BOARD OF SINOPEC CORPORATION FOR THE YE31 DEC 2007

PROPOSAL #3.: APPROVE THE AUDITED FINANCIAL REPORT AND ISSUER YES FOR FOR
 CONSOLIDATED FINANCIAL REPORT OF SINOPEC CORPORATION
FOR THE YE 31 DEC 2007

PROPOSAL #4.: APPROVE THE PROFIT DISTRIBUTION PLAN AND ISSUER YES FOR FOR
 DISTRIBUTION OF FINAL DIVIDEND OF SINOPEC CORPORATION
 FOR THE YE 31 DEC 2007

PROPOSAL #5.: APPROVE THE RE-APPOINTMENT OF KPMG ISSUER YES FOR FOR
HUAZHEN AND KPMG AS THE DOMESTIC AND OVERSEAS AUDITORS
 OF SINOPEC CORP. FOR THE YEAR 2008, RESPECTIVELY, AND
 TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE
THEIR REMUNERATIONS

PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DETERMINE THE INTERIM PROFIT DISTRIBUTIONPLAN OF
SINOPEC CORP. FOR 2008

PROPOSAL #S.7: AUTHORIZE THE BOARD OF DIRECTORS OF ISSUER YES AGAINST AGAINST
SINOPEC CORPORATION A GENERAL MANDATE TO ISSUE NEW
SHARES: IN ORDER TO GRANT DISCRETION TO THE BOARD OF
DIRECTORS ON THE FLEXIBILITY OF ISSUANCE OF NEW
SHARES, TO OBTAIN A GENERAL MANDATE FROM SHAREHOLDERS;
 UNDER THE GENERAL MANDATE, TO ALLOT, ISSUE AND DEAL
WITH SHARES NOT EXCEEDING 20% OF THE EXISTING DOMESTIC
 LISTED SHARES AND OVERSEAS LISTED FOREIGN SHARES OF
SINOPEC CORPORATION HOWEVER, NOTWITHSTANDING THE
OBTAINING OF THE GENERAL MANDATE, ANY ISSUE OF
DOMESTIC SHARES NEEDS SHAREHOLDERS; APPROVAL AT
SHAREHOLDERS; MEETING IN ACCORDANCE WITH THE RELEVANT
PRC LAWS AND REGULATIONS IT IS RESOLVED AS FOLLOW:
SUBJECT TO PARAGRAPHS AND PURSUANT TO THE COMPANY LAW
(THE COMPANY LAW? OF THE PEOPLES REPUBLIC OF CHINA

(THE PRC) AND THE LISTING RULES OF THE RELEVANT STOCK
EXCHANGES (AS AMENDED FROM TIME TO TIME), THE EXERCISE
 BY THE BOARD OF DIRECTORS OF SINOPEC CORPORATION OF
ALL THE POWERS OF SINOPEC CORPORATION GRANTED BY THE
GENERAL AND UNCONDITIONAL MANDATE TO ALLOT, ISSUE AND
DEAL WITH SHARES DURING THE RELEVANT PERIOD AND TO
DETERMINE THE TERMS AND CONDITIONS FOR THE ALLOTMENT
AND ISSUE OF NEW SHARES INCLUDING THE FOLLOWING TERMS:
 (A) CLASS AND NUMBER OF NEW SHARES TO BE ISSUED; (B)
PRICE DETERMINATION METHOD OF NEW SHARES AND/OR ISSUE
PRICE (INCLUDING PRICE RANGE); (C) THE STARTING AND
CLOSING DATES FOR THE ISSUE; (D) CLASS AND NUMBER OF
THE NEW SHARES TO BE ISSUED TO EXISTING SHAREHOLDERS;
AND (E) THE MAKING OR GRANTING OF OFFERS, AGREEMENTS
AND OPTIONS WHICH MIGHT REQUIRE THE EXERCISE OF SUCH
POWERS; (2) THE APPROVAL IN PARAGRAPH (1) TO MAKE OR
GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR
MIGHT REQUIRE THE EXERCISE OF SUCH POWERS AFTER THE
END OF THE RELEVANT PERIOD.; (3) THE AGGREGATE NOMINAL
 AMOUNT OF NEW DOMESTIC LISTED SHARES AND NEW OVERSEAS
 LISTED FOREIGN SHARES ALLOTTED, ISSUED AND DEALT WITH
 OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED, ISSUED AND DEALT WITH (WHETHER PURSUANT TO
AN OPTION OR OTHERWISE) BY THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION PURSUANT TO THE APPROVAL IN
PARAGRAPH (1), OTHERWISE THAN PURSUANT TO ISSUE OF
SHARES BY CONVERSION OF THE SURPLUS RESERVE INTO SHARE
 CAPITAL IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC
 AND THE ARTICLES OF ASSOCIATION OF SINOPEC


CORPORATION, SHALL NOT EXCEED 20% OF EACH CLASS OF THE
 EXISTING DOMESTIC LISTED SHARES AND OVERSEAS LISTED
FOREIGN SHARES OF SINOPEC CORPORATION (4) IN
EXERCISING THE POWERS GRANTED IN PARAGRAPH (1), THE
BOARD OF DIRECTORS OF SINOPEC CORPORATION MUST (I)
COMPLY WITH THE COMPANY LAW OF THE PRC AND THE
RELEVANT REGULATORY STIPULATIONS (AS AMENDED FROM TIME
 TO TIME) OF THE PLACES WHERE SINOPEC CORPORATION IS
LISTED; AND (II) OBTAIN APPROVAL FROM CHINA SECURITIES
 REGULATORY COMMISSION AND OTHER RELEVANT PRC
GOVERNMENT DEPARTMENTS (6) THE BOARD OF DIRECTORS OF
SINOPEC CORPORATION, SUBJECT TO THE APPROVAL OF THE
RELEVANT AUTHORITIES OF THE PRC AND IN ACCORDANCE WITH
 THE COMPANY LAW OF THE PRC, TO INCREASE THE
REGISTERED CAPITAL OF SINOPEC CORPORATION TO THE

PROPOSAL #S.8: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
ISSUE OF DOMESTIC CORPORATE BONDS IN PRINCIPAL AMOUNT
NOT EXCEEDING RMB 20 BILLION WITHIN 24 MONTHS AFTER
THE DATE OF SUCH RESOLUTION PASSED AT AGM AS SPECIFIED

PROPOSAL #S.9: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
DEAL WITH ALL MATTERS IN CONNECTION WITH THE ISSUE OF
DOMESTIC CORPORATE BONDS AS SPECIFIED

PROPOSAL #S.10: APPROVE THE RESOLUTION REGARDING THE ISSUER YES FOR FOR
AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF SINOPEC
CORPORATION ACCORDING TO THE PREVAILING MARKET
CONDITIONS AND THE NEEDS FOR FURTHER DEVELOPMENT OF
THE BUSINESS OF SINOPEC CORPORATION, IT IS PROPOSED TO
 AMEND THE RELEVANT PROVISIONS RELATING TO THE
BUSINESS SCOPE OF SINOPEC CORPORATION IN ARTICLE 12 OF
 ARTICLES OF ASSOCIATION AS SPECIFIED

PROPOSAL #S.11: AUTHORIZE THE SECRETARY TO THE BOARD ISSUER YES FOR FOR
TO MAKE FURTHER NECESSARY AMENDMENTS TO THE WORDING OR
 SEQUENCE OF THE REVISED BUSINESS SCOPE MENTIONED IN
RESOLUTION 10 ABOVE BASED ON THE REQUIREMENTS OF THE
APPROVAL AUTHORITIES AND THE ADMINISTRATION FOR
INDUSTRY AND COMMERCE
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CIMAREX ENERGY CO.
 TICKER: XEC CUSIP: 171798101
 MEETING DATE: 5/21/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: DAVID A. HENTSCHEL ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: F.H. MERELLI ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: L. PAUL TEAGUE ISSUER YES FOR FOR

PROPOSAL #02: RATIFY APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CNOOC LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 12/6/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE AND RATIFY THE REVISED CAP FOR ISSUER YES FOR FOR
THE PROVISION OF EXPLORATION AND SUPPORT SERVICES
CATEGORY OF CONTINUING CONNECTED TRANSACTIONS, AS
SPECIFIED

PROPOSAL #2.: APPROVE THE NON-EXEMPT CONTINUING ISSUER YES FOR FOR
CONNECTED TRANSACTIONS AS SPECIFIED, WHICH THE COMPANY
 EXPECTS TO OCCUR ON A REGULAR AND CONTINUOUS BASIS IN
 THE ORDINARY AND USUAL COURSE OF BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, AS THE CASE MAY BE, AND
TO BE CONDUCTED ON NORMAL COMMERCIAL TERMS, AND
AUTHORIZE ANY DIRECTOR OF THE COMPANY TO DO ALL SUCH
FURTHER ACTS AND THINGS AND EXECUTE SUCH FURTHER
DOCUMENTS AND TAKE ALL SUCH STEPS WHICH IN THEIR
OPINION MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO
IMPLEMENT AND/OR GIVE EFFECT TO THE TERMS OF SUCH
TRANSACTIONS

PROPOSAL #3.: APPROVE AND RATIFY THE PROPOSED CAPS FOR ISSUER YES FOR FOR
 EACH CATEGORY OF THE NON-EXEMPT CONTINUING CONNECTED
TRANSACTIONS, AS SPECIFIED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CNOOC LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #a.1: RECEIVE THE AUDITED STATEMENT OF ISSUER YES FOR FOR
ACCOUNTS TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS THEREON FOR THE YE 31 DEC 2007

PROPOSAL #a.2: DECLARE A FINAL DIVIDEND FOR THE YE 31 ISSUER YES FOR FOR
DEC 2007

PROPOSAL #a.3.1: RE-ELECT MR. FU CHENGYU AS A ISSUER YES FOR FOR
EXECUTIVE DIRECTOR

PROPOSAL #a.3.2: RE-ELECT MR. ZHOU SHOUWEI AS A ISSUER YES FOR FOR
EXECUTIVE DIRECTOR

PROPOSAL #a.3.3: RE-ELECT MR. YANG HUA AS A EXECUTIVE ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #a.3.4: RE-ELECT PROFESSOR LAWRENCE J. LAU AS ISSUER YES FOR FOR
 A INDEPENDENT NON-EXECUTIVE DIRECTOR

PROPOSAL #a.3.5: ELECT MR. WANG TAO AS A NEW ISSUER YES FOR FOR
INDEPENDENT NON-EXECUTIVE DIRECTOR

PROPOSAL #a.3.6: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
FIX THE REMUNERATION OF EACH OF THE DIRECTORS

PROPOSAL #a.4: RE-APPOINT THE COMPANY'S INDEPENDENT ISSUER YES FOR FOR



AUDITORS AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX
THEIR REMUNERATION

PROPOSAL #b.1: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES FOR FOR
 SUBJECT TO PARAGRAPH (B) BELOW, THE EXERCISE BY THE
DIRECTORS DURING THE RELEVANT PERIOD ?AS HEREINAFTER
DEFINED? OF ALL THE POWERS OF THE COMPANY TO
REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY ON THE
 STOCK EXCHANGE OF HONG KONG LIMITED ?THE STOCK
EXCHANGE? OR ON ANY OTHER EXCHANGE ON WHICH THE SHARES
 OF THE COMPANY MAY BE LISTED AND RECOGNIZED BY THE
SECURITIES AND FUTURES COMMISSION OF HONG KONG AND THE
 STOCK EXCHANGE FOR THIS PURPOSE ?RECOGNIZED STOCK
EXCHANGE?, SUBJECT TO AND IN ACCORDANCE WITH ALL
APPLICABLE LAWS, RULES AND REGULATIONS AND THE
REQUIREMENTS OF THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED
?THE LISTING RULES?, OR OF ANY OTHER RECOGNIZED STOCK
EXCHANGE AND THE ARTICLES OF ASSOCIATION ?THE
ARTICLES? OF THE COMPANY; THE AGGREGATE NOMINAL AMOUNT
 OF SHARES OF THE COMPANY WHICH THE COMPANY IS
AUTHORIZED TO REPURCHASE PURSUANT TO THE APPROVAL IN
PARAGRAPH (A) ABOVE SHALL NOT EXCEED 10 %OF THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE
COMPANY IN ISSUE AS AT THE DATE OF THE PASSING OF THIS
 RESOLUTION; AND ?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 ANY APPLICABLE LAWS OR THE
ARTICLES OF THE COMPANY TO BE HELD?

PROPOSAL #b.2: AUTHORIZE THE DIRECTORS OF THE COMPANY, ISSUER YES AGAINST AGAINST
 SUBJECT TO THE FOLLOWING PROVISIONS OF THIS

RESOLUTION, THE EXERCISE BY THE DIRECTORS DURING THE
RELEVANT PERIOD ?AS HEREINAFTER DEFINED? OF ALL THE
POWERS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND TO
 MAKE OR GRANT OFFERS, AGREEMENTS AND OPTIONS
?INCLUDING BONDS, NOTES, WARRANTS, DEBENTURES AND
SECURITIES CONVERTIBLE INTO SHARES OF THE COMPANY?
WHICH WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH
POWERS; AUTHORIZE THE DIRECTORS, THE APPROVAL IN
PARAGRAPH (A) ABOVE DURING THE RELEVANT PERIOD TO MAKE
 OR GRANT OFFERS, AGREEMENTS AND OPTIONS ?INCLUDING
BONDS, NOTES, WARRANTS, DEBENTURES AND SECURITIES
CONVERTIBLE INTO SHARES OF THE COMPANY? WHICH WOULD OR
 MIGHT REQUIRE THE EXERCISE OF SUCH POWERS AFTER THE
END OF THE RELEVANT PERIOD; THE AGGREGATE NOMINAL
AMOUNT OF SHARE CAPITAL OF THE COMPANY ALLOTTED OR
AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE
ALLOTTED, ISSUED OR DEALT WITH ?WHETHER PURSUANT TO AN
 OPTION OR OTHERWISE? BY THE DIRECTORS PURSUANT TO THE
 APPROVAL IN PARAGRAPH (A) ABOVE, OTHERWISE THAN
PURSUANT TO: (I) A RIGHTS ISSUE ?AS HEREINAFTER
DEFINED?; (II) AN ISSUE OF SHARES PURSUANT TO ANY
SPECIFIC AUTHORITY GRANTED BY SHAREHOLDERS OF THE
COMPANY IN GENERAL MEETING, INCLUDING UPON THE
EXERCISE OF RIGHTS OF SUBSCRIPTION OR CONVERSION UNDER
 THE TERMS OF ANY WARRANTS ISSUED BY THE COMPANY OR
ANY BONDS, NOTES, DEBENTURES OR SECURITIES CONVERTIBLE
 INTO SHARES OF THE COMPANY; (III) AN ISSUE OF SHARES
PURSUANT TO THE EXERCISE OF ANY OPTION GRANTED UNDER
ANY SHARE OPTION SCHEME OR SIMILAR ARRANGEMENT FOR THE
 TIME BEING ADOPTED BY THE COMPANY AND/OR ANY OF ITS
SUBSIDIARIES; (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 THE
COMPANY; OR (V) ANY ADJUSTMENT, AFTER THE DATE OF
GRANT OR ISSUE OF ANY OPTIONS, RIGHTS TO SUBSCRIBE OR
OTHER SECURITIES REFERRED TO ABOVE, IN THE PRICE AT
WHICH SHARES IN THE COMPANY SHALL BE SUBSCRIBED,
AND/OR IN THE NUMBER OF SHARES IN THE COMPANY WHICH
SHALL BE SUBSCRIBED, ON EXERCISE OF RE1EVANT RIGHTS
UNDER SUCH OPTIONS, WARRANTS OR OTHER SECURITIES, SUCH
 ADJUSTMENT BEING MADE IN ACCORDANCE WITH, OR AS
CONTEMPLATED BY THE TERMS OF SUCH OPTIONS, RIGHTS TO
SUBSCRIBE OR OTHER SECURITIES SHALL NOT EXCEED 20% OF
THE AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL OF
THE COMPANY IN ISSUE AS AT THE DATE OF THE PASSING OF
THIS RESOLUTION; AND ?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 ANY APPLICABLE LAWS OR THE
ARTICLES OF THE COMPANY TO BE HELD?



PROPOSAL #b.3: AUTHORIZE THE DIRECTORS, SUBJECT TO THE ISSUER YES AGAINST AGAINST
 PASSING OF THE RESOLUTIONS B1 AND B2 AS SPECIFIED TO
ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OR THE
COMPANY PURSUANT TO RESOLUTION B2 SPECIFIED IN THIS
NOTICE BY THE ADDITION TO IT OF AN AMOUNT REPRESENTING
 THE AGGREGATE NOMINAL AMOUNT OF THE SHARES IN THE
CAPITAL OF THE COMPANY WHICH ARE REPURCHASED BY THE
COMPANY PURSUANT TO AND SINCE THE GRANTING TO THOUGH
COMPANY OF THE GENERAL MANDATE TO REPURCHASE SHARES IN
 ACCORDANCE WITH RESOLUTION B1 SET OUT IN THIS NOTICE,
 PROVIDED THAT SUCH EXTENDED AMOUNT SHALL NOT EXCEED
10% OF THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE AS AT THE DATE OF THE
PASSING OF THIS RESOLUTION

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CNPC (HONG KONG) LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/26/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE AND ADOPT THE FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND THE REPORTS OF THE DIRECTORS AND OF THE
 AUDITORS FOR THE YE 31 DEC 2007

PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF HKD 0.12 PER ISSUER YES FOR FOR
 SHARE

PROPOSAL #3.a: RE-ELECT MR. CHENG CHENG AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.b: RE-ELECT DR. LAU WAH SUM AS INDEPENDENT ISSUER YES FOR FOR
 NON-EXECUTIVE AS A DIRECTOR

PROPOSAL #3.c: RE-ELECT MR. LI KWOK SING AURBREY AS AN ISSUER YES FOR FOR
 INDEPENDENT NON-EXECUTIVE DIRECTOR

PROPOSAL #3.d: AUTHORIZE THE DIRECTORS TO FIX THE ISSUER YES FOR FOR
REMUNERATION OF THE DIRECTORS

PROPOSAL #4.: APPOINT DELOITTE TOUCHE TOHMATSU AS THE ISSUER YES FOR FOR
AUDITORS FOR THE ENSUING YEAR IN PLACE OF THE RETIRING
 AUDITORS DELOITTE TOUCHE TOHMATSU AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION

PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO PURCHASE ISSUER YES FOR FOR

SHARES OF HKD 0.01 EACH IN THE CAPITAL OFTHE COMPANY
DURING THE RELEVANT PERIOD, THAT THE NOMINAL AMOUNT OF
 THE SHARE TO BE PURCHASED NOT EXCEEDING 10% OF THE
TOTAL NOMINAL AMOUNT OF THE ISSUED SHARE CAPITAL OF
THE COMPANY; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM 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 LAW OF BERMUDA TO BE HELD?

PROPOSAL #6.: AUTHORIZE THE DIRECTORS OF THE COMPANY ISSUER YES AGAINST AGAINST
TO ALLOT, ISSUE AND 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 20% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE OR THE
COMPANY'S EXECUTIVE SHARE OPTION SCHEME ? THE SHARE
OPTION SCHEME?; SUCH MANDATE SHALL BE ADDITIONAL TO
THE AUTHORITY TO BE GIVEN TO THE DIRECTORS TO GRANT
OPTIONS UNDER THE SHARE OPTION SCHEME AND, AT ANY
TIME, TO ALLOT AND ISSUE ADDITIONAL SHARES IN THE
CAPITAL IN THE CAPITAL OF THE COMPANY ARISING FROM THE
 EXERCISE OF SUBSCRIPTION RIGHTS UNDER SUCH OPTIONS;
DURING RELEVANT PERIOD THE RIGHT ISSUE AN OFFER OF
SHARES OPEN FOR A PERIOD BY THE DIRECTORS MADE TO
HOLDERS OF SHARES ON THE REGISTER OF MEMBERS OF THE
COMPANY ON A FIXED RECORD DATE IN PROPORTION TO THEIR


HOLDING SUCH SHARES (SUBJECT TO SUCH EXCLUSIONS AS THE
 DIRECTORS MAY DEEM OR EXPEDIENT IN RELATION TO
FRACTIONAL ENTITLEMENTS HAVING REGARD TO ANY
RESTRICTION; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM 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 LAW OF BERMUDA TO BE HELD?

PROPOSAL #7.: APPROVE TO EXTEND THE GENERAL MANDATE ISSUER YES AGAINST AGAINST
GRANTED TO THE DIRECTORS OF THE COMPANY, TO ALLOT AND
DISPOSE OF SHARES PURSUANT TO RESOLUTION 6, BY THE
ADDITION TO THE AGGREGATE NOMINAL AMOUNT OF THE SHARE
CAPITAL WHICH MAY BE ALLOTTED OR AGREED TO BE ALLOTTED
 BY THE DIRECTORS OF THE COMPANY PURSUANT TO SUCH
GENERAL MANDATE OF AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL WHICH
HAS BEEN PURCHASED BY THE COMPANY PURSUANT TO
RESOLUTION 5, PROVIDED THAT SUCH AMOUNT SHALL NOT
EXCEED 10% OF THE TOTAL NOMINAL AMOUNT OF THE SHARE
CAPITAL OF THE COMPANY IN ISSUE ON THE DATE OF THIS
RESOLUTION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CONOCOPHILLIPS
 TICKER: COP CUSIP: 20825C104
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: HAROLD W. MCGRAW ISSUER YES FOR FOR
III

PROPOSAL #1B: ELECTION OF DIRECTOR: JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: BOBBY S. SHACKOULS ISSUER YES FOR FOR

PROPOSAL #02: TO AMEND AMENDED AND RESTATED BY-LAWS ISSUER YES FOR FOR
AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE
FOR THE ANNUAL ELECTION OF DIRECTORS

PROPOSAL #03: TO RATIFY APPOINTMENT OF ERNST & YOUNG ISSUER YES FOR FOR
LLP AS CONOCOPHILLIPS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008

PROPOSAL #04: QUALIFICATIONS FOR DIRECTOR NOMINEES SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: REPORT ON RECOGNITION OF INDIGENOUS SHAREHOLDER YES ABSTAIN AGAINST
RIGHTS

PROPOSAL #06: ADVISORY VOTE ON EXECUTIVE COMPENSATION SHAREHOLDER YES AGAINST FOR

PROPOSAL #07: POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #08: GREENHOUSE GAS REDUCTION SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #09: COMMUNITY ACCOUNTABILITY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #10: DRILLING IN SENSITIVE/PROTECTED AREAS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #11: ENVIRONMENTAL IMPACT SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #12: GLOBAL WARMING SHAREHOLDER YES ABSTAIN AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: CONSOL ENERGY INC.
 TICKER: CNX CUSIP: 20854P109
 MEETING DATE: 4/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JOHN WHITMIRE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. BRETT HARVEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES E. ALTMEYER, SR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM E. DAVIS ISSUER YES FOR FOR


ELECTION OF DIRECTOR: RAJ K. GUPTA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PATRICIA A. HAMMICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID C. HARDESTY, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN T. MILLS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM P. POWELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOSEPH T. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITOR: ERNST & YOUNG LLP.

PROPOSAL #03: CONSOL ENERGY INC. EXECUTIVE ANNUAL ISSUER YES FOR FOR
INCENTIVE PLAN.

PROPOSAL #04: JOINT SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER YES ABSTAIN AGAINST
CLIMATE CHANGE.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: DAMPSKIBSSELSKABET TORM A/S
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 8/14/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.A: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR N/A
RESOLVE TO DISTRIBUTE INTERIM DIVIDEND

PROPOSAL #1.B: AUTHORIZE THE BOARD OF DIRECTORS ?WITH ISSUER YES FOR N/A
A RIGHT OF SUBSTITUTION? TO APPLY FOR REGISTRATION OF
THE RESOLUTIONS PASSED AND TO MAKE ANY SUCH AMENDMENTS
 THERETO AS MAY BE REQUIRED OR REQUESTED BY THE
AUTHORITIES AS A CONDITION FOR REGISTRATION OR APPROVAL
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: DENBURY RESOURCES INC.
 TICKER: DNR CUSIP: 247916208
 MEETING DATE: 11/19/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: PROPOSAL TO APPROVE AN AMENDMENT TO OUR ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF SHARES OF OUR AUTHORIZED COMMON STOCK FROM
250,000,000 SHARES TO 600,000,000 SHARES.

PROPOSAL #02: PROPOSAL TO APPROVE AN AMENDMENT TO OUR ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO SPLIT OUR
COMMON SHARES 2-FOR-1.

PROPOSAL #03: PROPOSAL TO GRANT AUTHORITY TO THE ISSUER YES FOR FOR
COMPANY TO EXTEND THE SOLICITATION PERIOD IN THE EVENT
 THAT THE SPECIAL MEETING IS POSTPONED OR ADJOURNED
FOR ANY REASON.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: DENBURY RESOURCES INC.
 TICKER: DNR CUSIP: 247916208
 MEETING DATE: 5/15/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: RONALD G. GREENE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL L. BEATTY ISSUER YES FOR FOR


ELECTION OF DIRECTOR: MICHAEL B. DECKER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID I. HEATHER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GREGORY L. MCMICHAEL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GARETH ROBERTS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RANDY STEIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WIELAND F. WETTSTEIN ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT BY ISSUER YES FOR FOR
THE AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY'S INDEPENDENT AUDITOR FOR 2008
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: DEVON ENERGY CORPORATION
 TICKER: DVN CUSIP: 25179M103
 MEETING DATE: 6/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DAVID A. HAGER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN A. HILL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARY P. RICCIARDELLO ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF THE COMPANY'S ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2008

PROPOSAL #03: AMEND THE RESTATED CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK

PROPOSAL #04: AMEND THE RESTATED CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ENCANA CORP MEDIUM TERM NTS CDS-
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. RALPH S. CUNNINGHAM AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.2: ELECT MR. PATRICK D. DANIEL AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.3: ELECT MR. IAN W. DELANEY AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT MR. RANDALL K. ERESMAN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.5: ELECT MR. CLAIRE S. FARLEY AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT MR. MICHAEL A. GRANDIN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.7: ELECT MR. BARRY W. HARRISON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.8: ELECT MR. DALE A. LUCAS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT MR. VALERIE A.A. NIELSEN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.10: ELECT MR. DAVID P. O BRIEN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.11: ELECT MR. JANE L. PEVERETT AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.12: ELECT MR. ALLAN P. SAWIN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT MR. JAMES M. STANFORD AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.14: ELECT MR. WAYNE G. THOMSON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.15: ELECT MR. CLAYTON H. WOITAS AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #2.: APPOINT THE PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS THE AUDITORS AND AUTHORIZE THE BOARD OF DIRECTORS
TO FIX THEIR REMUNERATION

PROPOSAL #3.: AMEND THE STOCK OPTION PLAN ISSUER YES FOR FOR

PROPOSAL #4.: RECEIVE THE REPORT ON ESTABLISHING A ISSUER YES AGAINST AGAINST
STRATEGY FOR INCORPORATING COSTS OF CARBON INTO LONG-
TERM PLANNING
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ENCANA CORPORATION
 TICKER: ECA CUSIP: 292505104
 MEETING DATE: 4/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: RALPH S. CUNNINGHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PATRICK D. DANIEL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: IAN W. DELANEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RANDALL K. ERESMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLAIRE S. FARLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL A. GRANDIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BARRY W. HARRISON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DALE A. LUCAS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: VALERIE A.A. NIELSEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID P. O'BRIEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JANE L. PEVERETT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ALLAN P. SAWIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES M. STANFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WAYNE G. THOMSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLAYTON H. WOITAS ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF AUDITORS - ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE
FIXED BY THE BOARD OF DIRECTORS.

PROPOSAL #03: AMENDMENT TO EMPLOYEE STOCK OPTION PLAN ISSUER YES FOR FOR
(AS DESCRIBED ON PAGES 13-15).

PROPOSAL #04: SHAREHOLDER PROPOSAL (AS DESCRIBED ON SHAREHOLDER YES AGAINST FOR
PAGE 15 AND IN APPENDIX C).

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ENI S P A
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY AGIPFUEL, BOARD OF
DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
ALLOCATION OF PROFIT

PROPOSAL #2.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007 OF THE SUBSIDIARY PRAOIL-OLEODOTTI ITALIANI,
BOARD OF DIRECTORS, OF AUDITORS AND AUDIT FIRM REPORT,
 ALLOCATION OF PROFIT

PROPOSAL #3.: APPROVE THE FINANCIAL STATEMENT AT 31 ISSUER NO N/A N/A
DEC 2007, BOARD OF DIRECTORS, OF AUDITORS AND AUDIT
FIRM REPORT

PROPOSAL #4.: APPROVE THE ALLOCATION OF PROFIT ISSUER NO N/A N/A

PROPOSAL #5.: AUTHORIZE THE BUY BACK OWN SHARES ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ENI S P A
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS COMPONENTS

PROPOSAL #2.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS TERM

PROPOSAL #3.: APPOINT THE BOARD OF DIRECTORS ISSUER NO N/A N/A

PROPOSAL #4.: APPOINT THE BOARD OF DIRECTORS CHAIRMAN ISSUER NO N/A N/A

PROPOSAL #5.: APPROVE TO DETERMINE THE BOARD OF ISSUER NO N/A N/A
DIRECTORS AND CHAIRMAN EMOLUMENTS

PROPOSAL #6.: APPOINT THE BOARD OF AUDITORS ISSUER NO N/A N/A

PROPOSAL #7.: APPOINT THE BOARD OF AUDITORS CHAIRMAN ISSUER NO N/A N/A

PROPOSAL #8.: APPROVE TO DETERMINE THE REGULAR ISSUER NO N/A N/A
AUDITORS AND CHAIRMAN EMOLUMENTS

PROPOSAL #9.: APPROVE THE EMOLUMENTS OF THE NATIONAL ISSUER NO N/A N/A
AUDIT OFFICE MAGISTRATE APPOINTED AS DELEGATE TO THE
FINANCIAL CONTROL
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ENSCO INTERNATIONAL INCORPORATED
 TICKER: ESV CUSIP: 26874Q100
 MEETING DATE: 5/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF CLASS II DIRECTOR FOR A TERM ISSUER YES FOR FOR
 TO EXPIRE IN 2011: J. RODERICK CLARK

PROPOSAL #1B: ELECTION OF CLASS II DIRECTOR FOR A TERM ISSUER YES FOR FOR
 TO EXPIRE IN 2011: DANIEL W. RABUN

PROPOSAL #1C: ELECTION OF CLASS II DIRECTOR FOR A TERM ISSUER YES FOR FOR
 TO EXPIRE IN 2011: KEITH O. RATTIE

PROPOSAL #1D: ELECTION OF CLASS I DIRECTOR FOR A TERM ISSUER YES FOR FOR
TO EXPIRE IN 2009: C. CHRISTOPHER GAUT

PROPOSAL #02: RATIFICATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: EOG RESOURCES, INC.
 TICKER: EOG CUSIP: 26875P101
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: GEORGE A. ALCORN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES R. CRISP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARK G. PAPA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: H. LEIGHTON STEWARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DONALD F. TEXTOR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANK G. WISNER ISSUER YES FOR FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT BY THE AUDIT ISSUER YES FOR FOR
COMMITTEE OF THE BOARD OF DIRECTORS OF DELOITTE &
TOUCHE LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS
AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER
31, 2008.

PROPOSAL #03: TO APPROVE THE EOG RESOURCES, INC. 2008 ISSUER YES FOR FOR
OMNIBUS EQUITY COMPENSATION PLAN.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: EQUITABLE RESOURCES, INC.
 TICKER: EQT CUSIP: 294549100
 MEETING DATE: 4/23/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: PHYLLIS A. DOMM, ED.D. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID L. PORGES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES E. ROHR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID S. SHAPIRA ISSUER YES FOR FOR

PROPOSAL #02: RATIFY APPOINTMENT OF ERNST & YOUNG LLP ISSUER YES FOR FOR
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: EXTERRAN HOLDINGS INC.
 TICKER: EXH CUSIP: 30225X103
 MEETING DATE: 5/6/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JANET F. CLARK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ERNIE L. DANNER ISSUER YES FOR FOR


ELECTION OF DIRECTOR: URIEL E. DUTTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GORDON T. HALL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.W.G. HONEYBOURNE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN E. JACKSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM C. PATE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN M. PAZUK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN A. SNIDER ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS EXTERRAN HOLDINGS, INC.'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: EXXON MOBIL CORPORATION
 TICKER: XOM CUSIP: 30231G102
 MEETING DATE: 5/28/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: M.J. BOSKIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.R. FAULKNER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.W. GEORGE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.R. HOUGHTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.C. KING ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.C. NELSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.J. PALMISANO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.S REINEMUND ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.W. TILLERSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: E.E. WHITACRE, JR. ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR
(PAGE 47)

PROPOSAL #03: SHAREHOLDER PROPOSALS PROHIBITED (PAGE SHAREHOLDER YES AGAINST FOR
49)

PROPOSAL #04: DIRECTOR NOMINEE QUALIFICATIONS (PAGE 49) SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: BOARD CHAIRMAN AND CEO (PAGE 50) SHAREHOLDER YES AGAINST FOR

PROPOSAL #06: SHAREHOLDER RETURN POLICY (PAGE 52) SHAREHOLDER YES AGAINST FOR

PROPOSAL #07: SHAREHOLDER ADVISORY VOTE ON EXECUTIVE SHAREHOLDER YES AGAINST FOR
COMPENSATION (PAGE 53)

PROPOSAL #08: EXECUTIVE COMPENSATION REPORT (PAGE 55) SHAREHOLDER YES AGAINST FOR

PROPOSAL #09: INCENTIVE PAY RECOUPMENT (PAGE 57) SHAREHOLDER YES AGAINST FOR

PROPOSAL #10: CORPORATE SPONSORSHIPS REPORT (PAGE 58) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #11: POLITICAL CONTRIBUTIONS REPORT (PAGE 60) SHAREHOLDER YES ABSTAIN AGAINST


PROPOSAL #12: AMENDMENT OF EEO POLICY (PAGE 61) SHAREHOLDER YES FOR AGAINST

PROPOSAL #13: COMMUNITY ENVIRONMENTAL IMPACT (PAGE 63) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #14: ANWR DRILLING REPORT (PAGE 65) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #15: GREENHOUSE GAS EMISSIONS GOALS (PAGE 66) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #16: CO2 INFORMATION AT THE PUMP (PAGE 68) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: CLIMATE CHANGE AND TECHNOLOGY REPORT SHAREHOLDER YES ABSTAIN AGAINST
(PAGE 69)

PROPOSAL #18: ENERGY TECHNOLOGY REPORT (PAGE 70) SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #19: RENEWABLE ENERGY POLICY (PAGE 71) SHAREHOLDER YES ABSTAIN AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: FMC TECHNOLOGIES, INC.
 TICKER: FTI CUSIP: 30249U101
 MEETING DATE: 5/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: C. MAURY DEVINE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS M. HAMILTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD A. PATTAROZZI ISSUER YES FOR FOR

PROPOSAL #02: APPROVE THE MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE GOALS UNDER OUR INCENTIVE COMPENSATION AND
 STOCK PLAN.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: FUGRO NV (FORMERLY FUGRO-MCCLELLAND NV), LEIDSCHENDAM
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A

PROPOSAL #2.: RECEIVE THE REPORT OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT AND THE SUPERVISORY BOARD FOR THE YEAR 2007

PROPOSAL #3.: ADOPT THE 2007 ANNUAL ACCOUNTS ISSUER NO N/A N/A

PROPOSAL #4.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
BOARD OF MANAGEMENT FOR THEIR MANAGEMENT

PROPOSAL #5.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FOR THEIR SUPERVISION

PROPOSAL #6.a: APPROVE THE POLICY ON RESERVES AND ISSUER NO N/A N/A
DIVIDEND

PROPOSAL #6.b: APPROVE THE APPROPRIATION OF THE 2007 ISSUER NO N/A N/A
PROFITS

PROPOSAL #7.: RE-APPOINT A MEMBER OF THE BOARD OF ISSUER NO N/A N/A
MANAGEMENT

PROPOSAL #8.a: APPROVE THE REMUNERATION BOARD OF ISSUER NO N/A N/A
MANAGEMENT REMUNERATION POLICY

PROPOSAL #8.b: APPROVE THE STOCK OPTION SCHEME ISSUER NO N/A N/A

PROPOSAL #9.: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
PURCHASE ?CERTIFICATES OF? SHARES IN THECOMPANY

PROPOSAL #10.a: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
ISSUE AND/OR GRANT RIGHTS TO ACQUIRE SHARES

PROPOSAL #10.b: AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUER NO N/A N/A
RESTRICT AND/OR EXCLUDE PRE-EMPTION RIGHTS

PROPOSAL #11.: ANY OTHER BUSINESS ISSUER NO N/A N/A

PROPOSAL #12.: CLOSING OF THE MEETING ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: GAZPROM O A O
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/27/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF OAO GAZPROM ISSUER YES FOR FOR
 FOR 2007.

PROPOSAL #2.: APPROVE THE ANNUAL ACCOUNTING ISSUER YES FOR FOR
STATEMENTS, INCLUDING THE PROFIT AND LOSS REPORT OF
THE COMPANY BASED ON THE RESULTS OF 2007.

PROPOSAL #3.: APPROVE THE DISTRIBUTION OF PROFIT OF ISSUER YES FOR FOR
THE COMPANY BASED ON THE RESULTS OF 2007.

PROPOSAL #4.: APPROVE THE AMOUNT OF, TIME PERIOD AND ISSUER YES FOR FOR
FORM OF PAYMENT OF ANNUAL DIVIDENDS ONTHE COMPANYS
SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS OF THE COMPANY.

PROPOSAL #5.: APPROVE CLOSED JOINT STOCK COMPANY ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANYS EXTERNAL
AUDITOR.

PROPOSAL #6.: PAY REMUNERATION TO MEMBERS OF THE BOARD ISSUER YES AGAINST AGAINST
 OF DIRECTORS AND AUDIT COMMISSION OFTHE COMPANY IN
THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF
THE COMPANY.

PROPOSAL #7.: APPROVE THE AMENDMENTS TO THE CHARTER OF ISSUER YES FOR FOR
 OAO GAZPROM.

PROPOSAL #8.: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR FOR
 ON THE GENERAL SHAREHOLDERS; MEETINGOF OAO GAZPROM.

PROPOSAL #9.: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR FOR
 ON THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #10.: APPROVE THE AMENDMENT TO THE REGULATION ISSUER YES FOR FOR
 ON THE MANAGEMENT COMMITTEE OF OAO GAZPROM.

PROPOSAL #11.: IN ACCORDANCE WITH ARTICLES 77 AND 83 ISSUER YES FOR FOR
OF THE FEDERAL LAW &; ON JOINT STOCK COMPANIES,&;
DETERMINE THAT, ON THE BASIS OF THE MARKET VALUE AS
CALCULATED BY ZAO MEZHDUNARODNYI BIZNES TSENTR:
KONSULTATSII, INVESTITSII, OTSENKA (CJSC INTERNATIONAL
 BUSINESS CENTER: CONSULTATIONS, INVESTMENTS,
VALUATION), THE PRICE FOR SERVICES TO BE ACQUIRED BY

OAO GAZPROM PURSUANT TO AN AGREEMENT ON INSURING THE
LIABILITY OF MEMBERS OF THE BOARD OF DIRECTORS AND
MANAGEMENT COMMITTEE OF OAO GAZPROM SHOULD AMOUNT TO
THE EQUIVALENT IN RUBLES OF 3.5 MILLION U.S. DOLLARS.

PROPOSAL #12.1: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)


PURSUANT TO WHICH GAZPROMBANK (OPEN JOINT STOCK
COMPANY) WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED
 BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO
ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS
THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROMS
INSTRUCTIONS, AS WELL AS AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
REGARDING MAINTENANCE IN THE ACCOUNT OF A NON-
REDUCIBLE BALANCE IN A MAXIMUM SUM NOT EXCEEDING 20
BILLION RUBLES OR ITS EQUIVALENT IN A FOREIGN CURRENCY
 FOR EACH TRANSACTION, WITH INTEREST TO BE PAID BY THE
 BANK AT A RATE NOT LOWER THAN 0.3% PER ANNUM IN THE
RELEVANT CURRENCY.

PROPOSAL #12.2: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH
SBERBANK OF RUSSIA OAO WILL, UPON THE TERMS AND
CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS
TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND
CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE
 WITH OAO GAZPROMS INSTRUCTIONS.

PROPOSAL #12.3: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH THE BANK WILL PROVIDE SERVICES TO
OAO GAZPROM MAKING USE OF THE BANK; CLIENT ELECTRONIC
PAYMENTS SYSTEM, INCLUDING, WITHOUT LIMITATION,
RECEIPT FROM OAO GAZPROM OF ELECTRONIC PAYMENT
DOCUMENTS FOR EXECUTING EXPENSE OPERATIONS THROUGH
ACCOUNTS, PROVISION OF ELECTRONIC STATEMENTS OF
ACCOUNT AND CONDUCT OF OTHER ELECTRONIC DOCUMENT
PROCESSING, AND OAO GAZPROM WILL PAY FOR THE SERVICES
PROVIDED AT THE TARIFFS OF THE BANK BEING IN EFFECT AT
 THE TIME THE SERVICES ARE PROVIDED.

PROPOSAL #12.4: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO
WHICHSBERBANK OF RUSSIA OAO WILL PROVIDE SERVICES TO
OAO GAZPROM MAKING USE OF THE CLIENT SBERBANK
ELECTRONIC PAYMENTS SYSTEM, INCLUDING, WITHOUT
LIMITATION, RECEIPT FROM OAO GAZPROM OF ELECTRONIC
PAYMENT DOCUMENTS FOR EXECUTING EXPENSE OPERATIONS
THROUGH ACCOUNTS, PROVISION OF ELECTRONIC STATEMENTS
OF ACCOUNT AND CONDUCT OF OTHER ELECTRONIC DOCUMENT
PROCESSING, AND OAO GAZPROM WILL PAY FOR THE SERVICES
PROVIDED AT THE TARIFFS OF SBERBANK OF RUSSIA OAO
BEING IN EFFECT AT THE TIME THE SERVICES ARE PROVIDED.

PROPOSAL #12.5: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: FOREIGN CURRENCY PURCHASE
 / SALE AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK
 (OPEN JOINT STOCK COMPANY), TO BE ENTERED INTO UNDER
THE GENERAL AGREEMENT ON THE CONDUCT OF CONVERSION
OPERATIONS BETWEEN OAO GAZPROM AND THE BANK DATED AS
OF SEPTEMBER 12, 2006, NO. 3446, IN A MAXIMUM SUM OF
500 MILLION U.S. DOLLARS OR ITS EQUIVALENT IN
RUBLES,EUROS OR OTHER CURRENCY FOR EACH TRANSACTION.

PROPOSAL #12.6: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS
TO SECURE PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY)
WITH RESPECT TO THE BANKS GUARANTEES ISSUED TO THE
RUSSIAN FEDERATIONS TAX AUTHORITIES IN CONNECTION WITH
 THE SUBSIDIARIES CHALLENGING SUCH TAX AUTHORITIES
CLAIMS IN COURT, IN AN AGGREGATE MAXIMUM SUM
EQUIVALENT TO 500 MILLION U.S. DOLLARS AND FOR A
PERIOD OF NOT MORE THAN 14 MONTHS.

PROPOSAL #12.7: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH
OAO GAZPROM WILL GRANT SURETYSHIPS TO SECURE
PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES OBLIGATIONS
TO SBERBANK OF RUSSIA OAO WITH RESPECT TO THE BANKS
GUARANTEES ISSUED TO THE RUSSIAN FEDERATIONS TAX
AUTHORITIES IN CONNECTION WITH THE SUBSIDIARIES
CHALLENGING SUCH TAX AUTHORITIES CLAIMS IN COURT, IN
AN AGGREGATE MAXIMUM SUM EQUIVALENT TO 1 BILLION U.S.
DOLLARS AND FOR A PERIOD OF NOT MORE THAN 14 MONTHS.

PROPOSAL #12.8: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS
TO SECURE PERFORMANCE OF OAO GAZPROMS SUBSIDIARIES
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY)
WITH RESPECT TO THE BANKS GUARANTEES ISSUED TO THE
RUSSIAN FEDERATIONS TAX AUTHORITIES RELATED TO SUCH
COMPANIES OBLIGATIONS TO PAY EXCISE TAXES IN
CONNECTION WITH EXPORTS OF PETROLEUM PRODUCTS THAT ARE
 SUBJECT TO EXCISE TAXES, AND EVENTUAL PENALTIES, IN A
 MAXIMUM SUM OF 900 MILLION RUBLES AND FOR A PERIOD OF
 NOT MORE THAN 14 MONTHS.

PROPOSAL #12.9: APPROVE, IN ACCORDANCE WITH CHAPTER XI ISSUER YES FOR FOR
 OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO
GAZPROM WILL GRANT TO OAO BELTRANSGAZ TEMPORARY
POSSESSION AND USE OF THE FACILITIES OF THE YAMAL
EUROPE TRUNK GAS PIPELINE SYSTEM AND RELATED SERVICE
EQUIPMENT THAT ARE SITUATED IN THE TERRITORY OF THE
REPUBLIC OF BELARUS FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND OAO BELTRANSGAZ WILL MAKE PAYMENT FOR USING
 SUCH PROPERTY IN A MAXIMUM SUM OF 5.7 BILLION RUBLES.

PROPOSAL #12.10: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMREGIONGAZ PURSUANT TO WHICH OAO
 GAZPROM WILL GRANT TO OAO GAZPROMREGIONGAZ TEMPORARY
POSSESSION AND USE OF THE PROPERTY COMPLEX OF THE GAS
DISTRIBUTION SYSTEM, COMPRISED OF FACILITIES DESIGNED
TO TRANSPORT AND SUPPLY GAS DIRECTLY TO CONSUMERS (GAS
 OFFTAKING PIPELINES, GAS DISTRIBUTION PIPELINES,
INTERTOWNSHIP AND STREET GAS PIPELINES, HIGH-, MEDIUM-
 AND LOW-PRESSURE GAS PIPELINES, GAS FLOW CONTROL
STATIONS AND BUILDINGS), FOR A PERIOD OF NOT MORE THAN
 12 MONTHS AND OAO GAZPROMREGIONGAZ WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 848
MILLION RUBLES.

PROPOSAL #12.11: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZKOMPLEKTIMPEKS PURSUANT TO WHICH
OAO GAZPROM WILL GRANT TO OOO GAZKOMPLEKTIMPEKS
TEMPORARY POSSESSION AND USE OF THE FACILITIES OF THE
METHANOL PIPELINE RUNNING FROM THE KOROTCHAEVO STATION
 TO THE PETROLEUM STORAGE DEPOT OF THE ZAPOLYARNOYE
GAS-OIL-CONDENSATE FIELD FOR A PERIOD OF NOT MORE THAN
 12 MONTHS AND OOO GAZKOMPLEKTIMPEKS WILL MAKE PAYMENT
 FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 365
MILLION RUBLES.

PROPOSAL #12.12: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO STIMUL PURSUANT TO WHICH OAO GAZPROM
WILL GRANT TO ZAO STIMUL TEMPORARY POSSESSION AND USE
OF THE WELLS AND DOWNHOLE AND ABOVEGROUND WELL
EQUIPMENT WITHIN THE EASTERN SEGMENT OF THE
ORENBURGSKOYE OIL AND GASCONDENSATE FIELD FOR A PERIOD
 OF NOT MORE THAN 12 MONTHS AND ZAO STIMUL WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
1.1 BILLION RUBLES.

PROPOSAL #12.13: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMTRUBINVEST PURSUANT TO WHICH
OAO GAZPROM WILL GRANT TO OAO GAZPROMTRUBINVEST
TEMPORARY POSSESSION AND USE OF THE BUILDING AND
EQUIPMENT OF A TUBING AND CASING MANUFACTURING
FACILITY WITH A THERMAL TREATMENT SHOP AND PIPE
COATING UNIT, SITUATED IN THE KOSTROMSKAYA REGION,
TOWN OF VOLGORECHENSK, FOR A PERIOD OF NOT MORE THAN
12 MONTHS AND OAO GAZPROMTRUBINVEST WILL MAKE PAYMENT
FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 179
MILLION RUBLES.

PROPOSAL #12.14: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO LAZURNAYA PURSUANT TO WHICH OAO
GAZPROM WILL GRANT TO OAO LAZURNAYA TEMPORARY
POSSESSION AND USE OF THE PROPERTY OF THE FIRST AND
SECOND UNITS OF THE LAZURNAYA PEAK HOTEL COMPLEX,
SITUATED IN THE CITY OF SOCHI, FOR A PERIOD OF NOT
MORE THAN 12 MONTHS AND OAO LAZURNAYA WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
109 MILLION RUBLES.

PROPOSAL #12.15: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM
PURSUANT TO WHICH OAO GAZPROM WILL GRANT TO DOAO
TSENTRENERGOGAZ OF OAO GAZPROM TEMPORARY POSSESSION
AND USE OF THE BUILDING AND EQUIPMENT OF THE REPAIR
AND MACHINING SHOP AT THE HOME BASE OF THE OIL AND GAS
 PRODUCTION DEPARTMENT FOR THE ZAPOLYARNOYE GAS-OIL-
CONDENSATE FIELD, SITUATED IN THE YAMALO-NENETSKIY
AUTONOMOUS AREA, TAZOVSKIY DISTRICT, TOWNSHIP OF
NOVOZAPOLYARNYI, FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM WILL
MAKE PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM
OF 52 MILLION RUBLES.

PROPOSAL #12.16: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OOO GAZPROMTRANS TEMPORARY
POSSESSION AND USE OF THE INFRASTRUCTURE FACILITIES OF
 THE RAILWAY STATIONS OF THE SURGUTSKIY CONDENSATE
STABILIZATION PLANT AND OF THE SERNAYA RAILWAY
STATION, AS WELL AS THE FACILITIES OF THE RAILWAY
STATION SITUATED IN THE TOWN OF SLAVYANSK-NA-KUBANI,
FOR A PERIOD OF NOT MORE THAN 12 MONTHS AND OOO
GAZPROMTRANS WILL MAKE PAYMENT FOR USING SUCH PROPERTY
 IN A MAXIMUM SUM OF 800 MILLION RUBLES.

PROPOSAL #12.17: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO TSENTRGAZ PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OAO TSENTRGAZ TEMPORARY POSSESSION
AND USE OF THE SPORTS COMPLEX SITUATED IN THE TULSKAYA
 REGION, SHCHOKINSKIY DISTRICT, TOWNSHIP OF GRUMANT,
FOR A PERIOD OF NOT MORE THAN 12 MONTHS AND OAO
TSENTRGAZ WILL MAKE PAYMENT FOR USING SUCH PROPERTY IN
 A MAXIMUM SUM OF 18 MILLION RUBLES.

PROPOSAL #12.18: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO GAZPROM
WILL GRANT OAO PROMGAZ TEMPORARY POSSESSION AND USE OF
 EXPERIMENTAL PROTOTYPES OF GASUSING EQUIPMENT (SELF-

CONTAINED MODULAR BOILER INSTALLATION, RECUPERATIVE
AIR HEATER, MINIBOILER UNIT, RADIANT PANEL HEATING
SYSTEM, U-SHAPED RADIANT TUBE, MODULARIZED COMPACT
FULLFUNCTION GAS AND WATER TREATMENT INSTALLATIONS FOR
 COAL BED METHANE EXTRACTION WELLS, WELLHEAD
EQUIPMENT, BOREHOLE ENLARGEMENT DEVICE, AND PRESSURE


CORE SAMPLER) FOR A PERIOD OF NOT MORE THAN 12 MONTHS
AND OAO PROMGAZ WILL MAKE PAYMENT FOR USING SUCH
PROPERTY IN A MAXIMUM SUM OF 6 MILLION RUBLES.

PROPOSAL #12.19: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH OAO GAZPROM WILL GRANT GAZPROMBANK
(OPEN JOINT STOCK COMPANY) TEMPORARY POSSESSION AND
USE OF NON-RESIDENTIAL PREMISES SITUATED AT 31 LENINA
STREET, YUGORSK, TYUMENSKAYA REGION FOR A PERIOD OF
NOT MORE THAN 12 MONTHS AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) WILL MAKE PAYMENT FOR USING SUCH
PROPERTY IN A MAXIMUM SUM OF 2 MILLION RUBLES.

PROPOSAL #12.20: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SALAVATNEFTEORGSINTEZ PURSUANT TO
WHICH OAO GAZPROM WILL GRANT OAO SALAVATNEFTEORGSINTEZ
 TEMPORARY POSSESSION AND USE OF THE GAS CONDENSATE
PIPELINES RUNNING FROM THE KARACHAGANAKSKOYE GAS
CONDENSATE FIELD TO THE ORENBURGSKIY GAS REFINERY FOR
A PERIOD OF NOT MORE THAN 12 MONTHS AND OAO
SALAVATNEFTEORGSINTEZ WILL MAKE PAYMENT FOR USING SUCH
 PROPERTY IN A MAXIMUM SUM OF 400 THOUSAND RUBLES.

PROPOSAL #12.21: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VOSTOKGAZPROM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OAO VOSTOKGAZPROM TEMPORARY
POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE
COMMUNICATIONS INSTALLATION FOR A PERIOD OF NOT MORE
THAN 12 MONTHS AND OAO VOSTOKGAZPROM WILL MAKE PAYMENT
 FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 134
THOUSAND RUBLES.

PROPOSAL #12.22: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO GAZPROM EXPORT PURSUANT TO WHICH OAO
GAZPROM WILL GRANT OOO GAZPROM EXPORT TEMPORARY
POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE
COMMUNICATIONS INSTALLATION FOR A PERIOD OF NOT MORE
THAN 12 MONTHS AND OOO GAZPROM EXPORT WILL MAKE
PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF
133 THOUSAND RUBLES.

PROPOSAL #12.23: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT ZAO GAZTELECOM TEMPORARY POSSESSION
 AND USE OF COMMUNICATIONS FACILITIES COMPRISED OF
COMMUNICATIONS LINES, COMMUNICATIONS NETWORKS AND
EQUIPMENT, WHICH ARE LOCATED IN THE CITY OF MOSCOW,
THE CITY OF MALOYAROSLAVETS AND THE CITY OF ROSTOV-ON-
DON, FOR A PERIOD OF NOT MORE THAN 5 YEARS AND ZAO
GAZTELECOM WILL MAKE PAYMENT FOR USING SUCH PROPERTY
IN A MAXIMUM SUM OF 188 MILLION RUBLES.

PROPOSAL #12.24: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH OAO
GAZPROM WILL GRANT ZAO GAZTELECOM TEMPORARY POSSESSION
 AND USE OF COMMUNICATIONS FACILITIES COMPRISED OF
BUILDINGS, COMMUNICATIONS LINES, COMMUNICATIONS
NETWORKS, CABLE DUCT SYSTEMS AND EQUIPMENT, WHICH ARE
LOCATED IN THE CITY OF MOSCOW, THE CITY OF
MALOYAROSLAVETS, THE CITY OF ROSTOV-ON-DON, THE CITY
OF KALININGRAD, IN THE SMOLENSKAYA REGION OF THE
RUSSIAN FEDERATION AND IN THE TERRITORY OF THE
REPUBLIC OF BELARUS, FOR A PERIOD OF NOT MORE THAN 12
MONTHS AND ZAO GAZTELECOM WILL MAKE PAYMENT FOR USING
SUCH PROPERTY IN A MAXIMUM SUM OF 110 MILLION RUBLES.

PROPOSAL #12.25: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY)
PURSUANT TO WHICH THE BANK WILL ISSUE GUARANTEES TO
THE RUSSIAN FEDERATIONS CUSTOMS AUTHORITIES WITH
RESPECT TO THE OBLIGATIONS OF OAO GAZPROM AS A CUSTOMS
 BROKER TO PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST
AND PENALTIES, IN A MAXIMUM SUM OF 50 MILLION RUBLES,
WITH THE BANK TO BE PAID A FEE AT A RATE OF NOT MORE
THAN 1% PER ANNUM OF THE AMOUNT OF THE GUARANTEE.

PROPOSAL #12.26: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT
 (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 311
BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL
PAY FOR GAS A MAXIMUM SUM OF 740 BILLION RUBLES.

PROPOSAL #12.27: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT
 (OFF-TAKE) GAS PURCHASED BY OAO GAZPROM FROM
INDEPENDENT ENTITIES AND STORED IN UNDERGROUND GAS
STORAGE FACILITIES, IN AN AMOUNT OF NOT MORE THAN
3.841 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 10
BILLION RUBLES.

PROPOSAL #12.28: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO
MEZHREGIONGAZ UNDERTAKES UNDER INSTRUCTIONS OF OAO
GAZPROM AND FOR A FEE OF NOT MORE THAN 168.2 MILLION
RUBLES, IN ITS OWN NAME, BUT FOR OAO GAZPROMS ACCOUNT,
 TO ACCEPT AND,THROUGH OOO MEZHREGIONGAZ'S ELECTRONIC
TRADING SITE, SELL GAS PRODUCED BY OAO GAZPROM AND ITS
 AFFILIATES, IN AN AMOUNT OF NOT MORE THAN 7.5 BILLION
 CUBIC METERS FOR A MAXIMUM SUM OF 16.82 BILLION

PROPOSAL #12.29: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO
MEZHREGIONGAZ WILL DELIVER AND OAO GAZPROM WILL ACCEPT
 (OFF-TAKE) GAS PURCHASED BY OOO MEZHREGIONGAZ FROM
INDEPENDENT ENTITIES, IN AN AMOUNT OF NOT MORE THAN
14.1 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 41.6
BILLION RUBLES.

PROPOSAL #12.30: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO NORTHGAS PURSUANT TO WHICH ZAO
NORTHGAS WILL DELIVER AND OAO GAZPROM WILL ACCEPT
(OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 4.75
BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL
PAY FOR GAS A MAXIMUM SUM OF 3.4 BILLION RUBLES.

PROPOSAL #12.31: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM
WILL DELIVER AND OAO NOVATEK WILL ACCEPT (OFF-TAKE)
GAS IN AN AMOUNT OF NOT MORE THAN 2 BILLION CUBIC
METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 2.41
BILLION RUBLES.

PROPOSAL #12.32: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SEVERNEFTEGAZPROM PURSUANT TO WHICH
OAO SEVERNEFTEGAZPROM WILL DELIVER AND OAO GAZPROM
WILL ACCEPT (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE
THAN 16.25 BILLION CUBIC METERS AND WILL PAY FOR GAS A
 MAXIMUM SUM OF 16.2 BILLION RUBLES.

PROPOSAL #12.33: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO TOMSKGAZPROM PURSUANT TO WHICH OAO
GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR
 THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT
MORE THAN 3 BILLION CUBIC METERS AND OAO TOMSKGAZPROM
WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE
 TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 1.2 BILLION RUBLES.

PROPOSAL #12.34: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO
GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR
 THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT
MORE THAN 42 BILLION CUBIC METERS ACROSS THE TERRITORY
 OF THE RUSSIAN FEDERATION, CIS COUNTRIES AND BALTIC
STATES AND OOO MEZHREGIONGAZ WILL PAY FOR THE SERVICES
 RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS
VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 57 BILLION

PROPOSAL #12.35: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROM NEFT PURSUANT TO WHICH OAO
GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR
 THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT
MORE THAN 3.7 BILLION CUBIC METERS AND OAO GAZPROM
NEFT WILL PAY FOR THE SERVICES RELATED TO ARRANGING
FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES
A MAXIMUM SUM OF 2.32 BILLION RUBLES.

PROPOSAL #12.36: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM
WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE
THAN 37 BILLION CUBIC METERS AND OAO NOVATEK WILL PAY
FOR THE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 30.4 BILLION RUBLES.

PROPOSAL #12.37: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO
GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR
 THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT
MORE THAN 1 BILLION CUBIC METERS AND OAO SIBUR HOLDING
 WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR
THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 600 MILLION RUBLES.

PROPOSAL #12.38: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM
WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE
INJECTION INTO AND STORAGE IN UNDERGROUND GAS STORAGE
FACILITIES OF GAS OWNED BY OAO NOVATEK IN AN AMOUNT OF
 NOT MORE THAN 1.9 BILLION CUBIC METERS AND OAO
NOVATEK WILL PAY FOR THE SERVICES RELATED TO ARRANGING
 FOR GAS INJECTION AND STORAGE A MAXIMUM SUM OF 600
MILLION RUBLES, AS WELL AS SERVICES RELATED TO
ARRANGING FOR THE OFF-TAKING FROM UNDERGROUND GAS
STORAGE FACILITIES OF GAS OWNED BY OAO NOVATEK IN AN
AMOUNT OF NOT MORE THAN 1.9 BILLION CUBIC METERS AND
OAO NOVATEK WILL PAY FOR THE SERVICES RELATED TO
ARRANGING FOR THE OFF-TAKING OF GAS A MAXIMUM SUM OF

PROPOSAL #12.39: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND A/S LATVIJAS G ZE PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND A/S LATVIJAS G ZE WILL PURCHASE
GAS AS FOLLOWS: IN AN AMOUNT OF NOT MORE THAN 600
MILLION CUBIC METERS FOR A MAXIMUM SUM OF 198 MILLION
EUROS IN THE SECOND HALF OF 2008 AND IN AN AMOUNT OF
NOT MORE THAN 700 MILLION CUBIC METERS FOR A MAXIMUM
SUM OF 231 MILLION EUROS IN THE FIRST HALF OF 2009.

PROPOSAL #12.40: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND AB LIETUVOS DUJOS PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND AB LIETUVOS DUJOS WILL PURCHASE
GAS AS FOLLOWS: IN AN AMOUNT OF NOT MORE THAN 800
MILLION CUBIC METERS FOR A MAXIMUM SUM OF 270 MILLION
EUROS IN THE SECOND HALF OF 2008 AND IN AN AMOUNT OF
NOT MORE THAN 1 BILLION CUBIC METERS FOR A MAXIMUM SUM
 OF 330 MILLION EUROS IN THE FIRST HALF OF 2009.

PROPOSAL #12.41: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND UAB KAUNO TERMOFIKACIJOS ELEKTRIN
PURSUANT TO WHICH OAO GAZPROM WILL SELL AND UAB KAUNO
TERMOFIKACIJOS ELEKTRIN WILL PURCHASE GAS AS FOLLOWS:
 IN AN AMOUNT OF NOT MORE THAN 200 MILLION CUBIC
METERS FOR A MAXIMUM SUM OF 32 MILLION EUROS IN THE
SECOND HALF OF 2008 AND IN AN AMOUNT OF NOT MORE THAN
250 MILLION CUBIC METERS FOR A MAXIMUM SUM OF 83
MILLION EUROS IN THE FIRST HALF OF 2009.

PROPOSAL #12.42: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH OAO
GAZPROM WILL DELIVER AND MOLDOVAGAZ S.A. WILL ACCEPT
(OFF-TAKE) IN 2009 GAS IN AN AMOUNT OF NOT MORE THAN
3.3 BILLION CUBIC METERS AND WILL PAY FOR GAS A
MAXIMUM SUM OF 594 MILLION U.S. DOLLARS.

PROPOSAL #12.43: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH IN 2009
MOLDOVAGAZ S.A. WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION OF GAS IN TRANSIT MODE ACROSS THE
TERRITORY OF THE REPUBLIC OF MOLDOVA IN AN AMOUNT OF
NOT MORE THAN 22.3 BILLION CUBIC METERS AND OAO
GAZPROM WILL PAY FOR THE SERVICES RELATED TO THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 55.6 MILLION U.S. DOLLARS.

PROPOSAL #12.44: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH KAZROSGAZ
LLP WILL SELL AND OAO GAZPROM WILL PURCHASE IN 2009
GAS IN AN AMOUNT OF NOT MORE THAN 1.1 BILLION CUBIC
METERS FOR A MAXIMUM SUM OF 110 MILLION U.S. DOLLARS.

PROPOSAL #12.45: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH IN 2009
OAO GAZPROM WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION ACROSS THE TERRITORY OF THE RUSSIAN
FEDERATION OF GAS OWNED BY KAZROSGAZ LLP IN AN AMOUNT
OF NOT MORE THAN 8.2 BILLION CUBIC METERS AND
KAZROSGAZ LLP WILL PAY FOR THE SERVICES RELATED TO THE
 TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A
MAXIMUM SUM OF 22.3 MILLION U.S. DOLLARS.

PROPOSAL #12.46: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO
GAZPROM WILL SELL AND OAO BELTRANSGAZ WILL PURCHASE IN
 2009 GAS IN AN AMOUNT OF NOT MORE THAN 22.1 BILLION
CUBIC METERS FOR A MAXIMUM SUM OF 4.42 BILLION U.S.
DOLLARS, AS WELL AS PURSUANT TO WHICH IN 2009 OAO
BELTRANSGAZ WILL PROVIDE SERVICES RELATED TO THE
TRANSPORTATION OF GAS IN TRANSIT MODE ACROSS THE
TERRITORY OF THE REPUBLIC OF BELARUS IN AN AMOUNT OF
NOT MORE THAN 14.5 BILLION CUBIC METERS VIA THE GAS
TRANSPORTATION SYSTEM OF OAO BELTRANSGAZ AND IN AN
AMOUNT OF NOT MORE THAN 32.8 BILLION CUBIC METERS VIA
THE BYELORUSSIAN SEGMENT OF RUSSIAS YAMAL EUROPE GAS
PIPELINE AND OAO GAZPROM WILL PAY FOR THE SERVICES
RELATED TO THE TRANSPORTATION OF GAS VIA TRUNK GAS
PIPELINES A MAXIMUM SUM OF 500 MILLION U.S. DOLLARS.

PROPOSAL #12.47: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZPROMTRUBINVEST PURSUANT TO WHICH
OAO GAZPROMTRUBINVEST UNDERTAKES, USING IN-HOUSE
AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM AN
AGGREGATE OF START-UP AND COMMISSIONING WORK AT OAO
GAZPROMS FACILITIES, WITH THE TIME PERIODS FOR
PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008 AND
FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 19 MILLION RUBLES.

PROPOSAL #12.48: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO GAZPROMSTROYINZHINIRING PURSUANT TO
WHICH ZAO GAZPROMSTROYINZHINIRING UNDERTAKES, USING
IN-HOUSE AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO
PERFORM IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM AN AGGREGATE OF START-UP AND COMMISSIONING
WORK AT OAO GAZPROMS FACILITIES, WITH THE TIME PERIODS
 FOR PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008
 AND FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER
THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
 UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 100 MILLION RUBLES.

PROPOSAL #12.49: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND ZAO YAMALGAZINVEST PURSUANT TO WHICH ZAO
YAMALGAZINVEST UNDERTAKES, USING IN-HOUSE AND/OR
OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM AN
AGGREGATE OF START-UP AND COMMISSIONING WORK AT OAO
GAZPROM'S FACILITIES, WITH THE TIME PERIODS FOR
PERFORMANCE BEING FROM JULY 2008 TO DECEMBER 2008 AND
FROM JANUARY 2009 TO JUNE 2009, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A MAXIMUM SUM OF 538 MILLION RUBLES.

PROPOSAL #12.50: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ
UNDERTAKES, IN THE EVENT OF LOSS OR DESTRUCTION OF OR
DAMAGE TO, INCLUDING DEFORMATION OF THE ORIGINAL
GEOMETRICAL DIMENSIONS OF THE STRUCTURES OR INDIVIDUAL
 ELEMENTS OF, MACHINERY OR EQUIPMENT; LINEAR PORTIONS,
 TECHNOLOGICAL EQUIPMENT OR FIXTURES OF TRUNK GAS
PIPELINES, PETROLEUM PIPELINES OR REFINED PRODUCT
PIPELINES; PROPERTY FORMING PART OF WELLS; NATURAL GAS
 HELD AT THE FACILITIES OF THE UNIFIED GAS SUPPLY
SYSTEM IN THE COURSE OF TRANSPORTATION OR STORAGE IN
UNDERGROUND GAS STORAGE RESERVOIRS (INSURED PROPERTY),
 AS WELL AS IN THE EVENT OF INCURRENCE OF LOSSES BY
OAO GAZPROM AS A RESULT OF AN INTERRUPTION IN
PRODUCTION OPERATIONS DUE TO DESTRUCTION OR LOSS OF OR
 DAMAGE TO INSURED PROPERTY (INSURED EVENTS), TO MAKE
PAYMENT OF INSURANCE COMPENSATION TO OAO GAZPROM OR
OAO GAZPROMS SUBSIDIARIES TO WHICH THE INSURED
PROPERTY HAS BEEN LEASED (BENEFICIARIES), UP TO THE
AGGREGATE INSURANCE AMOUNT OF NOT MORE THAN 10
TRILLION RUBLES IN RESPECT OF ALL INSURED EVENTS, AND
OAO GAZPROM UNDERTAKES TO PAY OAO SOGAZ AN INSURANCE
PREMIUM IN A TOTAL MAXIMUM AMOUNT OF 6 BILLION RUBLES,
 WITH EACH AGREEMENT HAVING A TERM OF 1 YEAR.

PROPOSAL #12.51: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ
UNDERTAKES, IN THE EVENT THAT HARM IS CAUSED TO THE
LIFE, HEALTH OR PROPERTY OF OTHER PERSONS OR TO THE
ENVIRONMENT AS A RESULT OF AN EMERGENCY OR INCIDENT
THAT OCCURS, AMONGST OTHER THINGS, BECAUSE OF A
TERRORIST ACT AT A HAZARDOUS INDUSTRIAL FACILITY
OPERATED BY OAO GAZPROM (AN INSURED EVENT), TO MAKE AN
 INSURANCE PAYMENT TO THE PHYSICAL PERSONS WHOSE LIFE,
 HEALTH OR PROPERTY HAS BEEN HARMED, TO THE LEGAL
ENTITIES WHOSE PROPERTY HAS BEEN HARMED OR TO THE
STATE, ACTING THROUGH THOSE AUTHORIZED AGENCIES OF
EXECUTIVE POWER WHOSE JURISDICTION INCLUDES OVERSEEING
 PROTECTION OF THE ENVIRONMENT, IN THE EVENT THAT HARM
 IS CAUSED TO THE ENVIRONMENT (BENEFICIARIES), AND OAO
 GAZPROM UNDERTAKES TO PAY AN INSURANCE PREMIUM IN A
TOTAL MAXIMUM AMOUNT OF 500 THOUSAND RUBLES, WITH EACH
 AGREEMENT HAVING A TERM OF 1 YEAR.

PROPOSAL #12.52: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VOSTOKGAZPROM, OOO GAZKOMPLEKTIMPEKS,
GAZPROMBANK (OPEN JOINT STOCK COMPANY), OAO
GAZPROMREGIONGAZ, OOO GAZPROMTRANS, OAO
GAZPROMTRUBINVEST, ZAO GAZTELECOM, OAO
KRASNODARGAZSTROY, OAO LAZURNAYA, OAO PROMGAZ, ZAO
STIMUL, OAO TSENTRGAZ, DOAO TSENTRENERGOGAZ OF OAO
GAZPROM, OOO GAZPROM EXPORT, OAO VNIPIGAZDOBYCHA AND
OAO SALAVATNEFTEORGSINTEZ (THE CONTRACTORS) PURSUANT
TO WHICH THE CONTRACTORS UNDERTAKE TO PROVIDE FROM
AUGUST 29, 2008 TO OCTOBER 15, 2008 IN ACCORDANCE WITH
 INSTRUCTIONS FROM OAO GAZPROM THE SERVICES OF
ARRANGING FOR AND PROCEEDING WITH A STOCKTAKING OF THE
 PROPERTY, PLANT AND EQUIPMENT OF OAO GAZPROM THAT ARE
 TO BE LEASED TO THE CONTRACTORS AND OAO GAZPROM
UNDERTAKES TO PAY FOR SUCH SERVICES A MAXIMUM SUM OF
69.8 MILLION RUBLES.

PROPOSAL #12.53: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: TECHNICAL AND
 ECONOMIC ASSESSMENT OF THE RESOURCE BASE OF
HYDROCARBONS BY THE REPUBLIC OF ABKHAZIA AND
DEVELOPMENT OF PROPOSALS REGARDING THE FORMS OF
COOPERATION BETWEEN OAO GAZPROM AND THE REPUBLIC OF
ABKHAZIA IN THE AREAS OF GEOLOGICAL EXPLORATION WORK,
PRODUCTION OF HYDROCARBONS, SUPPLY OF GAS AND
GASIFICATION; ADJUSTMENT OF THE GENERAL SCHEME OF GAS
SUPPLY AND GASIFICATION FOR THE IRKUTSKAYA REGION ;
DEVELOPMENT OF A GENERAL SCHEME OF GAS SUPPLY AND
GASIFICATION FOR THE REPUBLIC OF ALTAI ; PREPARATION
OF CERTAIN SECTIONS OF THE PROGRAM FOR DEVELOPING THE
FUEL AND ENERGY SECTOR OF THE IRKUTSKAYA REGION
THROUGH 2010-2015 AND OVER THE LONG TERM THROUGH 2030
 ; AND STUDIES OF THE PRICE ELASTICITY OF DEMAND FOR
NATURAL GAS IN THE REGIONS OF EASTERN SIBERIA AND THE
FAR EAST OVER THE LONG TERM, AND TO DELIVER THE
RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 156 MILLION
RUBLES.

PROPOSAL #12.54: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2010, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: ARRANGING FOR
 AND CONDUCTING THE SECOND PHASE OF EXPERIMENTAL WORK
TO RESEARCH THE POSSIBILITY OF PRODUCING METHANE FROM
COAL BEDS IN THE FIRST-PRIORITY AREAS IN KUZBASS;
DEVELOPMENT OF A PROGRAM FOR COMPREHENSIVE EXPANSION
OF OAO GAZPROMS CAPABILITIES IN THE AREA OF DEVELOPING
 SMALL FIELDS, LOW-PRESSURE GAS FIELDS AND COAL BED
METHANE RESOURCES FOR THE PERIOD THROUGH 2030; AND
GEOLOGICAL AND ECONOMIC EVALUATION OF PROMISING
LICENSABLE AREAS IN EASTERN SIBERIA WHICH WOULD ENABLE
 OAO GAZPROM TO CREATE NEW CENTERS OF GAS PRODUCTION
BY 2030, AND TO DELIVER THE RESULTS OF SUCH WORK TO
OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 381.1 MILLION RUBLES.

PROPOSAL #12.55: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF WAYS TO REDUCE THE SHARE OF GAS IN THE STRUCTURE OF
 REGIONAL FUEL AND ENERGY BALANCES USING AS EXAMPLE
CERTAIN CONSTITUENT ENTITIES OF THE CENTRAL FEDERAL
CIRCUIT; DEVELOPMENT OF A VERSION OF THE NATIONAL
STANDARD GOST R ISO 13623-2009 OIL AND GAS INDUSTRY
PIPELINE TRANSPORTATION SYSTEMS; PREPARATION OF
FORECASTS OF PRODUCTION AND CONSUMPTION OF ENERGY
RESOURCES OF THE BALTIC STATES FOR THE PERIOD FROM
2007 TO 2020; AND PREPARATION OF RECOMMENDATIONS
REGARDING PROMPT ADJUSTMENT OF OFFTAKING AT THE GROUP
OF FIELDS IN THE NADYM-PUR-TAZOVSKIY AREA IN
ACCORDANCE WITH MARKET REQUIREMENTS, AND TO DELIVER
THE RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO
GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK
AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 51.7
MILLION RUBLES.

PROPOSAL #12.56: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: JUSTIFICATION OF INVESTMENTS IN THE
CONSTRUCTION OF THE SOUTH STREAM GAS PIPELINE AND
JUSTIFICATION OF INVESTMENTS IN THE CREATION OF THE
SAKHALIN KHABAROVSK VLADIVOSTOK GAS TRANSPORTATION
SYSTEM, AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO
 GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 708 MILLION RUBLES.

PROPOSAL #12.57: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF A CONCEPT FOR IMPROVING PRODUCTION PROCESSES IN GAS
 DISTRIBUTION ORGANIZATIONS; DEVELOPMENT OF A CONCEPT
FOR TECHNOLOGICAL ADVANCEMENT OF GAS DISTRIBUTION
SYSTEMS; DEVELOPMENT OF PROPOSALS DESIGNED TO INCREASE
 THE OPERATING EFFICIENCY OF GAS DISTRIBUTION
ORGANIZATIONS; DEVELOPMENT OF A REGULATORY FRAMEWORK
RELATED TO THE OPERATION OF GAS DISTRIBUTION SYSTEMS;
CREATION OF OAO GAZPROMS STANDARDS FOR DRAFTING
ENVIRONMENTAL IMPACT ASSESSMENT AND ENVIRONMENTAL
PROTECTION SECTIONS AND DEVELOPING LAND REHABILITATION
 PROJECTS AND SANITARY BUFFER ZONE LAYOUTS AS PART OF
PROJECT DOCUMENTATION FOR THE CONSTRUCTION OF GAS
DISTRIBUTION FACILITIES; AND DEVELOPMENT OF A PROGRAM
FOR THE RECONSTRUCTION OF WATER CONDITIONING
FACILITIES OF OAO GAZPROMS HEAT SUPPLY SYSTEMS, AND TO
 DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
137 MILLION RUBLES.

PROPOSAL #12.58: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 30, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF OAO GAZPROMS BUDGETING AND REGULATORY FRAMEWORK
RELATED TO THE CONSTRUCTION OF OIL AND GAS WELLS IN A
MARINE ENVIRONMENT; DEVELOPMENT OF RECOMMENDATIONS
REGARDING THE REHABILITATION OF DISTRIBUTION NETWORKS
ON THE BASIS OF POLYMERIC MATERIALS; DEVELOPMENT OF
OAO GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
 SCHEDULE OF FEES FOR SERVICES RELATED TO CONDUCT OF
TECHNICAL SUPERVISION OVER THE QUALITY OF CAPITAL
CONSTRUCTION, RECONSTRUCTION AND WORKOVER OF OAO
GAZPROMS OIL AND GAS FACILITIES; FEASIBILITY STUDY
REGARDING THE ESTABLISHMENT OF A SPECIALIZED
SUBSIDIARY, GAZPROMAVTOGAZ, TO OPERATE NATURAL GAS
VEHICLE REFUELLING COMPRESSOR STATIONS AND SELL GAS AS
 A MOTOR FUEL; AND DEVELOPMENT OF A GENERAL SCHEME OF
GASIFICATION FOR THE MURMANSKAYA REGION, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
178.1 MILLION RUBLES.

PROPOSAL #12.59: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO DECEMBER 31, 2009, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT
OF A CONCEPT FOR THE CREATION OF HIGH ENERGY
EFFICIENCY ZONES WITH THE PARTICIPATION OF OAO
GAZPROM; DEVELOPMENT OF A METHODOLOGICAL, REGULATORY
AND INFORMATIONAL FRAMEWORK FOR ENERGY CONSERVATION
AND EFFICIENT UTILIZATION OF FUEL AND ENERGY RESOURCES
 BY OAO GAZPROM AND GAS CONSUMERS; PREPARATION OF
GUIDING DOCUMENTS REGARDING THE USE OF NEW MATERIALS,
EQUIPMENT AND TECHNOLOGIES IN GAS DISTRIBUTION
SYSTEMS; CREATION OF A SYSTEM OF COMPREHENSIVE
DIAGNOSTICS OF GAS DISTRIBUTION SYSTEMS FOR THE
INDUSTRY; AND PROSPECTS FOR DEVELOPING SMALL-SCALE
POWER GENERATION CAPACITY ON THE BASIS OF UNTAPPED
HYDROCARBON FIELDS IN THE SOUTHERN FEDERAL CIRCUIT OF
THE RUSSIAN FEDERATION, AND TO DELIVER THE RESULTS OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
 ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 134.2 MILLION RUBLES.

PROPOSAL #12.60: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO PROMGAZ PURSUANT TO WHICH OAO PROMGAZ
UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1,
2008 TO NOVEMBER 30, 2010, IN ACCORDANCE WITH
INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: PREPARATION
OF A REGULATION ON OAO GAZPROMS HYDROCARBON FIELD
DEVELOPMENT MANAGEMENT SYSTEM; REVIEW OF
IMPLEMENTATION, AND ADJUSTMENT, OF THE PROGRAMS OF
RECONSTRUCTION OF HEAT SUPPLY SYSTEMS OF OAO GAZPROM
(BOILER EQUIPMENT, HEAT SUPPLY NETWORKS AND
INSTRUMENTATION); AND DEVELOPMENT AND IMPROVEMENT OF

STANDARDS FOR GAS-BURNER DEVICES AND GAS-USING
EQUIPMENT, AND TO DELIVER THE RESULTS OF SUCH WORK TO
OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 35.7 MILLION RUBLES.

PROPOSAL #12.61: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR


XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2008, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING THE ARRANGEMENT OF DELIVERIES OF NATURAL GAS
 FROM THE SAKHALIN ISLAND TO THE PRIMORSKIY PROVINCE
OF THE RUSSIAN FEDERATION AND THE REPUBLIC OF KOREA;
AN INVESTMENT PROPOSAL REGARDING THE CREATION OF GAS
TRANSPORTATION FACILITIES FOR DELIVERING GAS TO
EUROPEAN MARKETS ALONG THE SOUTHERN ROUTE; TECHNICAL
AND ECONOMIC ANALYSIS OF VARIOUS OPTIONS FOR THE
SITING OF AN LNG PLANT FOR SUPPLYING THE ATLANTIC
BASIN MARKET; TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING DELIVERIES OF RUSSIAN GAS TO ISRAEL, CYPRUS
AND THE PALESTINIAN TERRITORIES; AND TECHNICAL AND
ECONOMIC ESTIMATES FOR VARIOUS OPTIONS OF GAS
DELIVERIES TO THE KALININGRADSKAYA REGION, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
88.7 MILLION RUBLES.

PROPOSAL #12.62: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: AN INVESTMENT PROPOSAL REGARDING THE
DEVELOPMENT OF OAO GAZPROMS PRODUCTION CAPABILITIES IN
 EASTERN SIBERIA AND THE FAR EAST; AN INVESTMENT
PROPOSAL REGARDING THE CONSTRUCTION OF LNG PLANTS FOR
SUPPLYING LIQUEFIED GAS TO THE ATLANTIC BASIN MARKET;
AND JUSTIFICATION OF INVESTMENTS IN THE CREATION OF A
GAS TRANSPORTATION SYSTEM FOR THE KOVYKTINSKOYE FIELD,
 AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO
GAZPROM AND OAO GAZPROM UNDERTAKES TO ACCEPT THE
RESULTS OF SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL
MAXIMUM SUM OF 330 MILLION RUBLES.

PROPOSAL #12.63: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROSPETSGAZ PURSUANT TO WHICH OAO
GIPROSPETSGAZ UNDERTAKES TO PERFORM DURING THE PERIOD
FROM JULY 1, 2008 TO DECEMBER 30, 2009, IN ACCORDANCE
WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
OAO GAZPROM COVERING THE FOLLOWING SUBJECTS:
CUSTOMIZATION OF THE ISO 13628 STANDARD OF THE
INTERNATIONAL ORGANIZATION FOR STANDARDIZATION, DESIGN
 AND OPERATION OF SUBSEA PRODUCTION SYSTEMS - PART 1:
GENERAL REQUIREMENTS AND RECOMMENDATIONS AND
DEVELOPMENT OF A DATA BASE AND ELECTRONIC INFORMATION
ARCHIVE REGARDING THE MATTERS OF LNG/CNG
TRANSPORTATION BY SEA, AND TO DELIVER THE RESULTS OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
 ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 10.6 MILLION RUBLES.

PROPOSAL #12.64: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
 FROM JULY 1, 2008 TO DECEMBER 31, 2008, IN ACCORDANCE
 WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: TECHNICAL AND ECONOMIC CONSIDERATIONS
REGARDING THE CREATION OF AN ORGANIZATIONAL SCHEME FOR
 COMMERCIALLY-BASED ACCOUNTING FOR LIQUID HYDROCARBONS
 BY OAO GAZPROM; AN INVESTMENT PROPOSAL REGARDING THE
CONSTRUCTION OF AUXILIARY ELECTRIC POWER STATIONS AT
FACILITIES OF OOO GAZPROM TRANSGAZ YEKATERINBURG; AND
AN INVESTMENT PROPOSAL REGARDING THE CONSTRUCTION OF
AUXILIARY ELECTRIC POWER STATIONS AT FACILITIES OF OOO
 GAZPROM TRANSGAZ SAMARA, AND TO DELIVER THE RESULTS
OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES
 TO ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR
SUCH WORK A TOTAL MAXIMUM SUM OF 14.3 MILLION RUBLES.

PROPOSAL #12.65: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
 FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
 WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-INVESTMENT
STUDIES FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: JUSTIFICATION OF INVESTMENTS IN THE
RECONSTRUCTION OF THE NIZHNYAYA TURA CENTER GAS
PIPELINE SYSTEM AND AN INVESTMENT PROPOSAL REGARDING
THE CREATION OF AN AUTOMATED POWER SUPPLY CONTROL
SYSTEM AT OOO GAZPROM DOBYCHA ASTRAKHAN, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
112.3 MILLION RUBLES.

PROPOSAL #12.66: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
 FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN ACCORDANCE
 WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
 OAO GAZPROM COVERING THE FOLLOWING SUBJECTS:
DEVELOPMENT OF A CONCEPT AND A PROGRAM FOR BUILDING UP
 A UNIFIED BODY OF REGULATORY DOCUMENTS RELATED TO THE
 DESIGN, DEVELOPMENT AND IMPLEMENTATION OF AUTOMATED
SYSTEMS FOR CONTROLLING PRODUCTION AND TECHNOLOGICAL
COMPLEXES AT OAO GAZPROMS FACILITIES; DEVELOPMENT OF
OAO GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
 RULES FOR FREQUENCY AND COVERAGE PLANNING.
DETERMINATION OF FREQUENCY RANGE FOR IMPLEMENTING OAO
GAZPROMS DIGITAL NETWORK OF MOBILE COMMUNICATIONS;
DEVELOPMENT OF MODEL DESIGNS OF COMMUNICATIONS SYSTEMS
 FOR THE PERIOD OF CONSTRUCTION OF GAS PRODUCTION,
TRANSPORTATION, PROCESSING AND STORAGE FACILITIES; AND
 DEVELOPMENT OF A CONCEPT FOR EXPANDING OAO GAZPROMS
COMMUNICATIONS NETWORK FOR THE PERIOD THROUGH 2020,
AND TO DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM
 AND OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF
SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM
 OF 41.2 MILLION RUBLES.

PROPOSAL #12.67: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GIPROGAZTSENTR PURSUANT TO WHICH OAO
GIPROGAZTSENTR UNDERTAKES TO PERFORM DURING THE PERIOD
 FROM JULY 1, 2008 TO DECEMBER 30, 2010, IN ACCORDANCE
 WITH INSTRUCTIONS FROM OAO GAZPROM, RESEARCH WORK FOR
 OAO GAZPROM COVERING THE FOLLOWING SUBJECT:
DEVELOPMENT OF A SET OF STANDARDS DEFINING TECHNICAL
REQUIREMENTS WITH RESPECT TO OAO GAZPROMS
COMMUNICATIONS SYSTEMS AND NETWORKS, AND TO DELIVER
THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
 UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 81.3 MILLION
RUBLES.

PROPOSAL #12.68: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-
INVESTMENT STUDIES FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: JUSTIFICATION OF INVESTMENTS IN
THE DEVELOPMENT OF NEOCOMIAN AND JURASSIC DEPOSITS OF
THE KHARASAVEISKOYE AND BOVANENKOVSKOYE FIELDS AND
THE TRANSPORTATION OF LIQUID HYDROCARBONS FROM YAMAL
PENINSULA FIELDS; TECHNICAL AND ECONOMIC ANALYSIS OF
VARIOUS OPTIONS FOR THE UTILIZATION OF MARGINAL WELLS
AT THE KANCHURINSKO-MUSINSKIY UNDERGROUND GAS STORAGE
COMPLEX COUPLED WITH THE DEVELOPMENT OF AN ENGINEERING
 PROJECT OF CYCLIC OPERATION; AND JUSTIFICATION OF
INVESTMENTS IN THE CONSTRUCTION OF A SYSTEM OF
VERTICAL DRAINAGE OF WATER FROM THE DOME OF
UNDERFLOODING AT THE ASTRAKHAN GAS REFINERY, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
650 MILLION RUBLES.

PROPOSAL #12.69: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JANUARY 1, 2009 TO DECEMBER 31, 2010, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM, PRE-
INVESTMENT STUDIES FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECT: JUSTIFICATION OF INVESTMENTS IN THE
 DEVELOPMENT OF THE CHAYANDINSKOYE FIELD AND THE
TRANSPORTATION OF GAS, AND TO DELIVER THE RESULT OF
SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES TO
 ACCEPT THE RESULT OF SUCH WORK AND TO PAY FOR SUCH
WORK A TOTAL MAXIMUM SUM OF 413 MILLION RUBLES.

PROPOSAL #12.70: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO VNIPIGAZDOBYCHA PURSUANT TO WHICH OAO
VNIPIGAZDOBYCHA UNDERTAKES TO PERFORM DURING THE
PERIOD FROM JULY 1, 2008 TO DECEMBER 31, 2009, IN
ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM,
RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING
SUBJECTS: DEVELOPMENT OF EFFICIENT PROCESS CONTROL
SYSTEMS AND OF AN ORGANIZATIONAL STRUCTURE FOR THE
BOVANENKOVSKOYE GAS PRODUCTION ENTERPRISE BASED ON THE
 MINIMAL MANNING; DEVELOPMENT OF OAO GAZPROMS
CORPORATE STANDARD (STO GAZPROM) ENTITLED MODEL
TECHNICAL REQUIREMENTS WITH RESPECT TO PROCESS
EQUIPMENT FOR GAS PRODUCTION FACILITIES; AND
DEVELOPMENT OF OAO GAZPROMS CORPORATE STANDARD (STO
GAZPROM) ENTITLED STANDARD COSTS OF DECOMMISSIONING
OPERATIONS AND METHODS FOR FUNDING A DECOMMISSIONING
RESERVE FOR FIELD DEVELOPMENT FACILITIES UPON
COMPLETION OF PRODUCTION, AND TO DELIVER THE RESULTS
OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM UNDERTAKES
 TO ACCEPT THE RESULTS OF SUCH WORK AND TO PAY FOR
SUCH WORK A TOTAL MAXIMUM SUM OF 85.4 MILLION RUBLES.

PROPOSAL #12.71: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2009, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, PRE-INVESTMENT STUDIES FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECT: ADJUSTMENT OF THE
JUSTIFICATION OF INVESTMENTS IN THE PROJECT FOR EXPORT
 DELIVERIES OF LIQUID SULFUR BY OOO GAZPROM DOBYCHA
ASTRAKHAN THROUGH THE PORT OF NOVOROSSIYSK, AND TO
DELIVER THE RESULT OF SUCH WORK TO OAO GAZPROM AND OAO
 GAZPROM UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK
AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 30
MILLION RUBLES.

PROPOSAL #12.72: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2009, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: DEVELOPMENT OF ENGINEERING
SOLUTIONS FOR PROTECTING AREAL SITES AT POINTS OF
INTERSECTION OF MULTIPLE-LINE TRUNK GAS PIPELINES;
DEVELOPMENT OF A METHODOLOGY FOR COMPREHENSIVE
ASSESSMENT OF ECONOMIC EFFICIENCY OF INFORMATION
PROTECTION AT OAO GAZPROM AND ITS SUBSIDIARIES AND
ORGANIZATIONS; DEVELOPMENT OF OAO GAZPROMS CORPORATE
STANDARD (STO GAZPROM) FOR TERMS AND DEFINITIONS IN
THE FIELD OF PROTECTION OF FACILITIES BY MEANS OF
SECURITY ENGINEERING EQUIPMENT AND ANTI-TERRORIST
PROTECTION SYSTEMS; DEVELOPMENT OF ITEMIZED GUIDES TO
AGGREGATED CONSTRUCTION COST COMPONENTS FOR ESTIMATING
 THE COST OF CONSTRUCTION OF OAO GAZPROMS FACILITIES
AT THE CONCEPT DESIGN STAGE; AND DEVELOPMENT OF AN
ITEMIZED GUIDE TO PER-UNIT CAPITAL EXPENDITURE RATIOS
IN THE CONSTRUCTION OF OAO GAZPROMS FACILITIES FOR USE
 AT THE CONCEPT DESIGN STAGE, AND TO DELIVER THE
RESULTS OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULTS OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 46.8 MILLION
RUBLES.

PROPOSAL #12.73: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND DOAO GAZPROEKTINZHINIRING PURSUANT TO
WHICH DOAO GAZPROEKTINZHINIRING UNDERTAKES TO PERFORM
DURING THE PERIOD FROM JULY 1, 2008 TO DECEMBER 31,
2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO
GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING THE
FOLLOWING SUBJECTS: ANALYSIS OF THE RESULTS OF
APPLICATION, AND DEVELOPMENT OF PROPOSALS REGARDING
MODIFICATION, OF OAO GAZPROMS SET OF CORPORATE
STANDARDS (STO GAZPROM) WITH RESPECT TO SECURITY
ENGINEERING EQUIPMENT AND ANTI-TERRORIST PROTECTION
SYSTEMS AND DEVELOPMENT OF STANDARDS FOR OUTFITTING
OAO GAZPROMS FACILITIES WITH SECURITY ENGINEERING
EQUIPMENT AND ANTI-TERRORIST PROTECTION SYSTEMS, AND
TO DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
 OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
12.3 MILLION RUBLES.

PROPOSAL #12.74: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
NOVEMBER 30, 2008, IN ACCORDANCE WITH INSTRUCTIONS
FROM OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECTS: DEVELOPMENT OF A
CONCEPT FOR IMPROVING METROLOGICAL SUPPORT FOR
TECHNOLOGICAL PROCESSES AT FACILITIES INVOLVED IN THE
PRODUCTION, PROCESSING, TRANSPORTATION AND UNDERGROUND
 STORAGE OF GAS AND DELIVERY THEREOF TO CONSUMERS;
DEVELOPMENT OF OAO GAZPROMS CORPORATE RECOMMENDATIONS
(R GAZPROM) ENTITLED METHODOLOGY FOR DETERMINING GAS
FLOW RATES AND PARAMETERS THEREOF DURING NONSTATIONARY
 PROCESSES IN GAS PIPELINES; DEVELOPMENT OF OAO
GAZPROMS CORPORATE STANDARD (STO GAZPROM) ENTITLED
THERMAL INSULATION OF METERING PIPELINES IN GAS
METERING STATIONS; AND DEVELOPMENT OF A CONCEPT FOR
COUNTERACTING TECHNOLOGICAL TERRORISM AT OAO GAZPROM
AND ITS SUBSIDIARY COMPANIES AND ORGANIZATIONS AND OF
THE STRUCTURE OF A SYSTEM OF DOCUMENTS FOR REGULATING
THE AFOREMENTIONED SPHERE OF ACTIVITIES, AND TO
DELIVER THE RESULTS OF SUCH WORK TO OAO GAZPROM AND
OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULTS OF SUCH
WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF
15.6 MILLION RUBLES.

PROPOSAL #12.75: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
JANUARY 31, 2009, IN ACCORDANCE WITH INSTRUCTIONS FROM
 OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM COVERING
THE FOLLOWING SUBJECT: DEVELOPMENT OF AN EXPERIMENTAL
PROTOTYPE OF A SOFTWARE AND HARDWARE SOLUTION FOR
CRYPTOGRAPHIC PROTECTION OF INFORMATION EXCHANGED BY
PIPELINE TELEMATIC SYSTEMS AND SHOPFLOOR SYSTEMS OF
AUTOMATED PROCESS CONTROL SYSTEMS AT A LINE CONTROL
STATION OF A TRUNK GAS PIPELINE, AND TO DELIVER THE
RESULT OF SUCH WORK TO OAO GAZPROM AND OAO GAZPROM
UNDERTAKES TO ACCEPT THE RESULT OF SUCH WORK AND TO
PAY FOR SUCH WORK A TOTAL MAXIMUM SUM OF 9.5 MILLION
RUBLES.

PROPOSAL #12.76: APPROVE, IN ACCORDANCE WITH CHAPTER ISSUER YES FOR FOR
XI OF THE FEDERAL LAW ON JOINT STOCK COMPANIES AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM, THE
FOLLOWING INTERESTED-PARTY TRANSACTIONS THAT MAY BE
ENTERED INTO BY OAO GAZPROM IN THE FUTURE IN THE
ORDINARY COURSE OF BUSINESS: AGREEMENTS BETWEEN OAO
GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT
TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES
TO PERFORM DURING THE PERIOD FROM JULY 1, 2008 TO
NOVEMBER 30, 2009, IN ACCORDANCE WITH INSTRUCTIONS
FROM OAO GAZPROM, RESEARCH WORK FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECT: DEVELOPMENT OF KEY
REGULATIONS IN THE FIELD OF AUTOMATION, TELEMATICS,
AND AUTOMATED PROCESS CONTROL SYSTEMS USED IN GAS
PRODUCTION, TRANSPORTATION AND UNDERGROUND STORAGE,
AND TO DELIVER THE RESULT OF SUCH WORK TO OAO GAZPROM
AND OAO GAZPROM UNDERTAKES TO ACCEPT THE RESULT OF
SUCH WORK AND TO PAY FOR SUCH WORK A TOTAL MAXIMUM SUM
 OF 6.8 MILLION RUBLES.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: GAZPROM O A O
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/27/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #13.1: ELECT AKIMOV ANDREI IGORIEVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.2: ELECT ANANENKOV ALEXANDER GEORGIEVICH ISSUER YES AGAINST AGAINST
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.3: ELECT BERGMANN BURCKHARD TO THE BOARD ISSUER YES AGAINST AGAINST
OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.4: ELECT GAZIZULLIN FARIT RAFIKOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.5: ELECT DEMENTIEV ANDREI VLADIMIROVICH ISSUER YES AGAINST AGAINST
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.6: ELECT ZUBKOV VIKTOR ALEKSEEVICH TO THE ISSUER YES AGAINST AGAINST
 BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.7: ELECT KARPEL ELENA EVGENIEVNA TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.8: ELECT MEDVEDEV YURIY MITROFANOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.9: ELECT MILLER ALEXEY BORISOVICH TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.10: ELECT NABIULLINA ELVIRA SAKHIPZADOVNA ISSUER YES AGAINST AGAINST
 TO THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.11: ELECT NIKOLAEV VIKTOR VASILIEVICH TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.12: ELECT POTYOMKIN ALEXANDER IVANOVICH ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.13: ELECT SEREDA MIKHAIL LEONIDOVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.14: ELECT FEDOROV BORIS GRIGORIEVICH TO ISSUER YES AGAINST AGAINST
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.15: ELECT FORESMAN ROBERT MARK TO THE ISSUER YES AGAINST AGAINST
BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.16: ELECT KHRISTENKO VIKTOR BORISOVICH TO ISSUER YES AGAINST AGAINST
 THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.17: ELECT SHOKHIN ALEXANDER NIKOLAEVICH ISSUER YES FOR FOR
TO THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.18: ELECT YUSUFOV IGOR KHANUKOVICH TO THE ISSUER YES AGAINST AGAINST
 BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #13.19: ELECT YASIN EVGENIY GRIGORIEVICH TO ISSUER YES FOR FOR
THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #14.1: ELECT ARKHIPOV DMITRY ALEXANDROVICH TO ISSUER YES FOR FOR
 THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.2: ELECT ASKINADZE DENIS ARKADIEVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.3: ELECT BIKULOV VADIM KASYMOVICH TO THE ISSUER YES FOR FOR
AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.4: ELECT ISHUTIN RAFAEL VLADIMIROVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.5: ELECT KOBZEV ANDREY NIKOLAEVICH TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.6: ELECT LOBANOVA NINA VLADISLAVOVNA TO ISSUER YES FOR FOR
THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.7: ELECT LOGUNOV DMITRY SERGEEVICH TO THE ISSUER YES AGAINST AGAINST
 AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.8: ELECT MIKHAILOVA SVETLANA SERGEEVNA TO ISSUER YES AGAINST
 THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.9: ELECT NOSOV YURY STANISLAVOVICH TO THE ISSUER YES AGAINST
 AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.10: ELECT OSELEDKO VIKTORIYA VLADIMIROVNA ISSUER YES FOR FOR
 TO THE AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.11: ELECT FOMIN ANDREY SERGEEVICH TO THE ISSUER YES FOR FOR
AUDIT COMMISSION OF OAO GAZPROM.

PROPOSAL #14.12: ELECT SHUBIN YURY IVANOVICH TO THE ISSUER YES AGAINST
AUDIT COMMISSION OF OAO GAZPROM.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: GLOBALSANTAFE CORPORATION
 TICKER: GSF CUSIP: G3930E101
 MEETING DATE: 11/9/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE SCHEME OF ARRANGEMENT, ISSUER YES FOR FOR
ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS
ANNEX H. ** NOTE ** THIS ITEM TO BE VOTED ON AT THE
FIRST PART OF THE SHAREHOLDERS MEETING, WHICH PART IS
CONVENED PURSUANT TO THE ORDER OF THE GRAND COURT OF
THE CAYMAN ISLANDS

PROPOSAL #02: APPROVAL OF THE SCHEME OF ARRANGEMENT, ISSUER YES FOR FOR
ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS
ANNEX H. ** NOTE ** THIS ITEM TO BE VOTED ON AT THE
SECOND PART OF THE SHAREHOLDERS MEETING, WHICH PART IS
 CONVENED IN ACCORDANCE WITH THE ARTICLES OF
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: GRANT PRIDECO, INC.
 TICKER: GRP CUSIP: 38821G101
 MEETING DATE: 4/21/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT




PROPOSAL #01: ADOPTION OF MERGER AGREEMENT: TO APPROVE ISSUER YES FOR FOR
 AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF DECEMBER 16, 2007, AMONG NATIONAL OILWELL VARCO,
INC. ( NATIONAL OILWELL VARCO ), NOV SUB, INC. ( NOV
SUB ), A WHOLLY OWNED SUBSIDIARY OF NATIONAL OILWELL
VARCO, AND GRANT PRIDECO, INC. ( GRANT PRIDECO ), ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: HALLIBURTON COMPANY
 TICKER: HAL CUSIP: 406216101
 MEETING DATE: 5/21/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: A.M. BENNETT ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: J.R. BOYD ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: M. CARROLL ISSUER YES FOR FOR


PROPOSAL #1D: ELECTION OF DIRECTOR: K.T. DERR ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: S.M. GILLIS ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: J.T. HACKETT ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: D.J. LESAR ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: J.L. MARTIN ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: J.A. PRECOURT ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: D.L. REED ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL FOR RATIFICATION OF THE ISSUER YES FOR FOR
SELECTION OF AUDITORS.

PROPOSAL #03: PROPOSAL ON REAPPROVAL OF MATERIAL TERMS ISSUER YES FOR FOR
 OF PERFORMANCE GOALS UNDER 1993 STOCK AND INCENTIVE
PLAN.

PROPOSAL #04: PROPOSAL ON HUMAN RIGHTS POLICY. SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #05: PROPOSAL ON POLITICAL CONTRIBUTIONS. SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #06: PROPOSAL ON HUMAN RIGHTS BOARD COMMITTEE. SHAREHOLDER YES ABSTAIN AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: HANOVER COMPRESSOR COMPANY
 TICKER: HC CUSIP: 410768105
 MEETING DATE: 8/16/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ADOPTION OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER, AS AMENDED.

PROPOSAL #02: ADOPTION OF THE EXTERRAN HOLDINGS, INC. ISSUER YES FOR FOR
2007 STOCK INCENTIVE PLAN.

PROPOSAL #03: ADOPTION OF THE EXTERRAN HOLDINGS, INC. ISSUER YES FOR FOR
EMPLOYEE STOCK PURCHASE PLAN.

ELECTION OF DIRECTOR: I. JON BRUMLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: TED COLLINS, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARGARET K. DORMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT R. FURGASON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: VICTOR E. GRIJALVA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GORDON T. HALL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN E. JACKSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PETER H. KAMIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM C. PATE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN M. PAZUK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L. ALI SHEIKH ISSUER YES FOR FOR

PROPOSAL #05: RATIFICATION OF THE REAPPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS HANOVER COMPRESSOR
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: HESS CORPORATION
 TICKER: HES CUSIP: 42809H107
 MEETING DATE: 5/7/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: E.E. HOLIDAY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.H. MULLIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.J. O'CONNOR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: F.B. WALKER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.N. WILSON ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ERNST & ISSUER YES FOR FOR
 YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
ENDING DECEMBER 31, 2008.

PROPOSAL #03: PROPOSAL TO DECLASSIFY THE BOARD OF ISSUER YES FOR FOR
DIRECTORS.

PROPOSAL #04: APPROVAL OF THE 2008 LONG-TERM INCENTIVE ISSUER YES FOR FOR
 PLAN.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: HUSKY ENERGY INC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. VICTOR T.K. LI AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT MR. CANNING K.N. FOK AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT MR. R. DONALD FULLERTON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.4: ELECT MR. MARTIN J.G. GLYNN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.5: ELECT MR. HOLGER KLUGE AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT MR. POH CHAN KOH AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT MS. EVA LEE KWOK AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT MR. STANLEY T.L. KWOK AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.9: ELECT MR. JOHN C.S. LAU AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT MR. COLIN S. RUSSEL AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT MR. WAYNE E. SHAW AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT MR. WILLIAM SHURNIAK AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.13: ELECT MR. FRANK J. SIXT AS A DIRECTOR ISSUER YES FOR FOR




PROPOSAL #2.: APPOINT KPMG LLP AS THE AUDITORS OF THE ISSUER YES FOR FOR
CORPORATION

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: HYUNDAI HEAVY INDUSTRIES CO LTD, ULSAN
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 3/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE 34TH FINANCIAL STATEMENT ISSUER YES FOR FOR

PROPOSAL #2.: APPROVE THE PARTIAL AMENDMENT TO THE ISSUER YES AGAINST AGAINST
ARTICLES OF INCORPORATION

PROPOSAL #3.: ELECT THE DIRECTORS: 2 EXECUTIVE ISSUER YES FOR FOR
DIRECTORS, 3 OUTSIDE DIRECTORS

PROPOSAL #4.: ELECT THE AUDIT COMMITTEE MEMBER: 2 ISSUER YES FOR FOR
OUTSIDE DIRECTORS

PROPOSAL #5.: APPROVE THE LIMIT OF REMUNERATION FOR ISSUER YES FOR FOR
THE DIRECTORS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: IMPERIAL OIL LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
 THE AUDITORS OF THE COMPANY

PROPOSAL #2.1: ELECT MS. KRYSTYNA T. HOEG AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.2: ELECT MR. BRUCE H. MARCH AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.3: ELECT MR. JACK M. MINTZ AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.4: ELECT MR. ROBERT C. OLSEN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.5: ELECT MR. ROGER PHILLIPS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.6: ELECT MR. PAUL A. SMITH AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.7: ELECT MS. SHEELAGH D. WHITTAKER AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #2.8: ELECT MR. VICTOR L. YOUNG AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.: AMEND THE RESTRICTED STOCK UNIT PLAN ISSUER YES FOR FOR

PROPOSAL #4.: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES AGAINST FOR
SHAREHOLDER PROPOSAL: APPROVE TO ESTABLISH A POLICY
REGARDING INCENTIVE PAY AND PAST SERVICE CREDITS
RELATING TO THE COMPANY'S PENSION PLAN
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: INPEX HOLDINGS INC.
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/25/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: APPROVE APPROPRIATION OF PROFITS ISSUER YES FOR FOR

PROPOSAL #2: AMEND ARTICLES TO: APPROVE MINOR ISSUER YES AGAINST AGAINST
REVISIONS, CHANGE OFFICIAL COMPANY NAME,CHANGE
COMPANY'S LOCATION

PROPOSAL #3.1: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.2: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.3: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.4: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.5: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.6: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.7: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.8: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.9: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.10: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.11: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.12: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.13: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.14: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.15: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.16: APPOINT A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4: APPOINT A CORPORATE AUDITOR ISSUER YES AGAINST AGAINST

PROPOSAL #5: APPROVE RETIREMENT ALLOWANCE FOR RETIRING ISSUER YES AGAINST AGAINST
 CORPORATE OFFICERS, AND PAYMENT OFACCRUED BENEFITS
ASSOCIATED WITH ABOLITION OF RETIREMENT BENEFIT SYSTEM
 FOR CURRENT CORPORATE OFFICERS

PROPOSAL #6: APPROVE PAYMENT OF BONUSES TO DIRECTORS ISSUER YES FOR FOR
AND CORPORATE AUDITORS

PROPOSAL #7: AMEND THE COMPENSATION TO BE RECEIVED BY ISSUER YES FOR FOR
CORPORATE OFFICERS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: MARATHON OIL CORPORATION
 TICKER: MRO CUSIP: 565849106
 MEETING DATE: 4/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: CHARLES F. BOLDEN, ISSUER YES FOR FOR
 JR.

PROPOSAL #1B: ELECTION OF DIRECTOR: GREGORY H. BOYCE ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: PHILIP LADER ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: CHARLES R. LEE ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: DENNIS H. REILLEY ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: SETH E. SCHOFIELD ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: JOHN W. SNOW ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: THOMAS J. USHER ISSUER YES FOR FOR


PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR
FOR 2008

PROPOSAL #03: STOCKHOLDER PROPOSAL TO AMEND OUR BY- SHAREHOLDER YES AGAINST FOR
LAWS TO ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS

PROPOSAL #04: STOCKHOLDER PROPOSAL TO ADOPT A POLICY SHAREHOLDER YES AGAINST FOR
FOR RATIFICATION OF EXECUTIVE COMPENSATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: MASSEY ENERGY COMPANY
 TICKER: MEE CUSIP: 576206106
 MEETING DATE: 5/13/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DON L. BLANKENSHIP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT H. FOGLESONG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BOBBY R. INMAN ISSUER YES FOR FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2008.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
 CONTRIBUTION REPORTS.

PROPOSAL #04: STOCKHOLDER PROPOSAL ON A CLIMATE CHANGE SHAREHOLDER YES ABSTAIN AGAINST
 REPORT.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: MURPHY OIL CORPORATION
 TICKER: MUR CUSIP: 626717102
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: F.W. BLUE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C.P. DEMING ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.A. HERMES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.V. KELLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.M. MURPHY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.C. NOLAN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: I.B. RAMBERG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: N.E. SCHMALE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.J.H. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C.G. THEUS ISSUER YES FOR FOR

PROPOSAL #02: PROPOSED 2008 STOCK PLAN FOR NON- ISSUER YES FOR FOR
EMPLOYEE DIRECTORS.

PROPOSAL #03: SHAREHOLDER PROPOSAL CONCERNING THE SHAREHOLDER YES AGAINST FOR
COMPANY'S NON-DISCRIMINATION IN EMPLOYMENT POLICY.

PROPOSAL #04: APPROVE THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NABORS INDUSTRIES LTD.
 TICKER: NBR CUSIP: G6359F103
 MEETING DATE: 6/3/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: ANTHONY G. PETRELLO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MYRON M. SHEINFELD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARTIN J. WHITMAN ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT
 COMMITTEE OF THE BOARD OF DIRECTORS TO SET AUDITORS
REMUNERATION.

PROPOSAL #03: SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR SHAREHOLDER YES AGAINST FOR
SUPERIOR PERFORMANCE STANDARD IN THE COMPANY'S
EXECUTIVE COMPENSATION PLAN FOR SENIOR EXECUTIVES.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING GROSS-UP SHAREHOLDER YES AGAINST FOR
PAYMENTS TO SENIOR EXECUTIVES.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NATIONAL OILWELL VARCO, INC.
 TICKER: NOV CUSIP: 637071101
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: THE ELECTION OF DIRECTOR: ROBERT E. ISSUER YES FOR FOR
BEAUCHAMP

PROPOSAL #1B: THE ELECTION OF DIRECTOR: JEFFERY A. ISSUER YES FOR FOR
SMISEK

PROPOSAL #02: RATIFICATION OF INDEPENDENT AUDITORS ISSUER YES FOR FOR

PROPOSAL #03: APPROVAL OF NATIONAL OILWELL VARCO ISSUER YES FOR FOR
ANNUAL INCENTIVE PLAN
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NEWFIELD EXPLORATION COMPANY
 TICKER: NFX CUSIP: 651290108
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DAVID A. TRICE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HOWARD H. NEWMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS G. RICKS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C.E. (CHUCK) SHULTZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DENNIS R. HENDRIX ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PHILIP J. BURGUIERES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN RANDOLPH KEMP III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. MICHAEL LACEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOSEPH H. NETHERLAND ISSUER YES FOR FOR


ELECTION OF DIRECTOR: J. TERRY STRANGE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PAMELA J. GARDNER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JUANITA F. ROMANS ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NEXEN INC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. C.W. FISCHER AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT MR. D.G. FLANAGAN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT MR. D.A. HENTSCHEL AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT MR. S.B. JACKSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT MR. K.J. JENKINS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT MR. A.A. MCLELLAN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT MR. E.P. NEWELL AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT MR. T.C. O NEILL AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT MR. F.M. SAVILLE AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT MR. R.M. THOMSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT MR. J.M. WILLSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT MR. V.J. ZALESCHUK AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.: APPOINT DELOITTE & TOUCHE LLP AS THE ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2008

PROPOSAL #3.: APPROVE THE CONTINUATION, AMENDMENT AND ISSUER YES FOR FOR
THE RESTATEMENT OF THE SHAREHOLDER RIGHTS PLAN

PROPOSAL #4.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
 PROPOSAL: APPROVE ON A MAJORITY VOTEFOR DIRECTOR
ELECTIONS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NOBLE CORPORATION
 TICKER: NE CUSIP: G65422100
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: LAWRENCE J. CHAZEN ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: MARY P. RICCIARDELLO ISSUER YES WITHHOLD AGAINST

PROPOSAL #02: APPROVAL OF THE APPOINTMENT OF ISSUER YES AGAINST AGAINST
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR
 2008.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NOBLE ENERGY, INC.
 TICKER: NBL CUSIP: 655044105
 MEETING DATE: 4/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JEFFREY L. BERENSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL A. CAWLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD F. COX ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES D. DAVIDSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS J. EDELMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KIRBY L. HEDRICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SCOTT D. URBAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM T. VAN KLEEF ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITOR.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: NORSK HYDRO A S
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 7/5/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE MERGER PLAN BETWEEN NORSK ISSUER YES FOR N/A
HYDRO ASA AND STATOIL ASA

PROPOSAL #2.: APPROVE NOK 140.9 MILLION REDUCTION IN ISSUER YES FOR N/A
SHARE CAPITAL VIA CANCELLATION OF 21.6MILLION TREASURY
 SHARES AND REDEMPTION OF 16.9 MILLION SHARES OWNED BY
 THE NORWEGIAN STATE

PROPOSAL #3.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY ISSUER YES FOR N/A
BACK 621,895 OWN SHARES IN CONNECTIONWITH SHARE
PURCHASE PROGRAM FOR THE EMPLOYEES

PROPOSAL #4.: AMEND THE ARTICLES OF ASSOCIATION AS ISSUER YES FOR N/A
SPECIFIED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: OAO GAZPROM
 TICKER: OGZPY CUSIP: 368287207
 MEETING DATE: 6/27/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #A: APPROVE THE ANNUAL REPORT OF OAO GAZPROM ISSUER YES FOR N/A
FOR 2007.

PROPOSAL #B: APPROVE THE ANNUAL ACCOUNTING STATEMENTS, ISSUER YES FOR N/A
 INCLUDING THE PROFIT AND LOSS REPORT OF THE COMPANY
BASED ON THE RESULTS OF 2007.

PROPOSAL #C: APPROVE THE DISTRIBUTION OF PROFIT OF THE ISSUER YES FOR N/A
 COMPANY BASED ON THE RESULTS OF 2007.

PROPOSAL #D: APPROVE THE AMOUNT OF, TIME PERIOD AND ISSUER YES FOR N/A
FORM OF PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S
SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF
DIRECTORS OF THE COMPANY.

PROPOSAL #E: APPROVE CLOSED JOINT STOCK COMPANY ISSUER YES FOR N/A
PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANY'S EXTERNAL
 AUDITOR.

PROPOSAL #F: PAY REMUNERATION TO MEMBERS OF THE BOARD ISSUER YES AGAINST N/A
OF DIRECTORS AND AUDIT COMMISSION OF THE COMPANY IN
THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF
THE COMPANY.

PROPOSAL #G: APPROVE THE AMENDMENTS TO THE CHARTER OF ISSUER YES FOR N/A
OAO GAZPROM.

PROPOSAL #H: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR N/A
ON THE GENERAL SHAREHOLDERS MEETING OF OAO GAZPROM.

PROPOSAL #I: APPROVE THE AMENDMENTS TO THE REGULATION ISSUER YES FOR N/A
ON THE BOARD OF DIRECTORS OF OAO GAZPROM.

PROPOSAL #J: APPROVE THE AMENDMENT TO THE REGULATION ISSUER YES FOR N/A
ON THE MANAGEMENT COMMITTEE OF OAO GAZPROM.

PROPOSAL #K: IN ACCORDANCE WITH ARTICLES 77 AND 83 OF ISSUER YES FOR N/A
THE FEDERAL LAW ON JOINT STOCK COMPANIES, DETERMINE
THAT, ON THE BASIS OF THE MARKET VALUE AS CALCULATED
BY ZAO MEZHDUNARODNYI BIZNES TSENTR: KONSULTATSII,
INVESTITSII, OTSENKA (CJSC INTERNATIONAL BUSINESS
CENTER: CONSULTATIONS, INVESTMENTS, VALUATION), THE
PRICE FOR SERVICES TO BE ACQUIRED BY OAO GAZPROM
PURSUANT TO AN AGREEMENT ON INSURING THE LIABILITY OF
MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT
COMMITTEE OF OAO GAZPROM SHOULD AMOUNT TO THE
EQUIVALENT IN RUBLES OF 3.5 MILLION U.S. DOLLARS.

PROPOSAL #L1: PROPOSAL 12.1 ISSUER YES FOR N/A

PROPOSAL #L2: PROPOSAL 12.2 ISSUER YES FOR N/A

PROPOSAL #L3: PROPOSAL 12.3 ISSUER YES FOR N/A

PROPOSAL #L4: PROPOSAL 12.4 ISSUER YES FOR N/A

PROPOSAL #L5: PROPOSAL 12.5 ISSUER YES FOR N/A

PROPOSAL #L6: PROPOSAL 12.6 ISSUER YES FOR N/A

PROPOSAL #L7: PROPOSAL 12.7 ISSUER YES FOR N/A

PROPOSAL #L8: PROPOSAL 12.8 ISSUER YES FOR N/A

PROPOSAL #L9: PROPOSAL 12.9 ISSUER YES FOR N/A

PROPOSAL #L10: PROPOSAL 12.10 ISSUER YES FOR N/A

PROPOSAL #L11: PROPOSAL 12.11 ISSUER YES FOR N/A

PROPOSAL #L12: PROPOSAL 12.12 ISSUER YES FOR N/A

PROPOSAL #L13: PROPOSAL 12.13 ISSUER YES FOR N/A

PROPOSAL #L14: PROPOSAL 12.14 ISSUER YES FOR N/A

PROPOSAL #L15: PROPOSAL 12.15 ISSUER YES FOR N/A

PROPOSAL #L16: PROPOSAL 12.16 ISSUER YES FOR N/A

PROPOSAL #L17: PROPOSAL 12.17 ISSUER YES FOR N/A

PROPOSAL #L18: PROPOSAL 12.18 ISSUER YES FOR N/A


PROPOSAL #L19: PROPOSAL 12.19 ISSUER YES FOR N/A

PROPOSAL #L20: PROPOSAL 12.20 ISSUER YES FOR N/A

PROPOSAL #L21: PROPOSAL 12.21 ISSUER YES FOR N/A

PROPOSAL #L22: PROPOSAL 12.22 ISSUER YES FOR N/A

PROPOSAL #L23: PROPOSAL 12.23 ISSUER YES FOR N/A

PROPOSAL #L24: PROPOSAL 12.24 ISSUER YES FOR N/A

PROPOSAL #L25: PROPOSAL 12.25 ISSUER YES FOR N/A

PROPOSAL #L26: PROPOSAL 12.26 ISSUER YES FOR N/A

PROPOSAL #L27: PROPOSAL 12.27 ISSUER YES FOR N/A

PROPOSAL #L28: PROPOSAL 12.28 ISSUER YES FOR N/A

PROPOSAL #L29: PROPOSAL 12.29 ISSUER YES FOR N/A

PROPOSAL #L30: PROPOSAL 12.30 ISSUER YES FOR N/A

PROPOSAL #L31: PROPOSAL 12.31 ISSUER YES FOR N/A

PROPOSAL #L32: PROPOSAL 12.32 ISSUER YES FOR N/A

PROPOSAL #L33: PROPOSAL 12.33 ISSUER YES FOR N/A

PROPOSAL #L34: PROPOSAL 12.34 ISSUER YES FOR N/A

PROPOSAL #L35: PROPOSAL 12.35 ISSUER YES FOR N/A

PROPOSAL #L36: PROPOSAL 12.36 ISSUER YES FOR N/A

PROPOSAL #L37: PROPOSAL 12.37 ISSUER YES FOR N/A

PROPOSAL #L38: PROPOSAL 12.38 ISSUER YES FOR N/A

PROPOSAL #L39: PROPOSAL 12.39 ISSUER YES FOR N/A

PROPOSAL #L40: PROPOSAL 12.40 ISSUER YES FOR N/A

PROPOSAL #L41: PROPOSAL 12.41 ISSUER YES FOR N/A

PROPOSAL #L42: PROPOSAL 12.42 ISSUER YES FOR N/A

PROPOSAL #L43: PROPOSAL 12.43 ISSUER YES FOR N/A

PROPOSAL #L44: PROPOSAL 12.44 ISSUER YES FOR N/A

PROPOSAL #L45: PROPOSAL 12.45 ISSUER YES FOR N/A

PROPOSAL #L46: PROPOSAL 12.46 ISSUER YES FOR N/A

PROPOSAL #L47: PROPOSAL 12.47 ISSUER YES FOR N/A

PROPOSAL #L48: PROPOSAL 12.48 ISSUER YES FOR N/A

PROPOSAL #L49: PROPOSAL 12.49 ISSUER YES FOR N/A

PROPOSAL #L50: PROPOSAL 12.50 ISSUER YES FOR N/A

PROPOSAL #L51: PROPOSAL 12.51 ISSUER YES FOR N/A

PROPOSAL #L52: PROPOSAL 12.52 ISSUER YES FOR N/A

PROPOSAL #L53: PROPOSAL 12.53 ISSUER YES FOR N/A

PROPOSAL #L54: PROPOSAL 12.54 ISSUER YES FOR N/A


PROPOSAL #L55: PROPOSAL 12.55 ISSUER YES FOR N/A

PROPOSAL #L56: PROPOSAL 12.56 ISSUER YES FOR N/A

PROPOSAL #L57: PROPOSAL 12.57 ISSUER YES FOR N/A

PROPOSAL #L58: PROPOSAL 12.58 ISSUER YES FOR N/A

PROPOSAL #L59: PROPOSAL 12.59 ISSUER YES FOR N/A

PROPOSAL #L60: PROPOSAL 12.60 ISSUER YES FOR N/A

PROPOSAL #L61: PROPOSAL 12.61 ISSUER YES FOR N/A

PROPOSAL #L62: PROPOSAL 12.62 ISSUER YES FOR N/A

PROPOSAL #L63: PROPOSAL 12.63 ISSUER YES FOR N/A

PROPOSAL #L64: PROPOSAL 12.64 ISSUER YES FOR N/A

PROPOSAL #L65: PROPOSAL 12.65 ISSUER YES FOR N/A

PROPOSAL #L66: PROPOSAL 12.66 ISSUER YES FOR N/A

PROPOSAL #L67: PROPOSAL 12.67 ISSUER YES FOR N/A

PROPOSAL #L68: PROPOSAL 12.68 ISSUER YES FOR N/A

PROPOSAL #L69: PROPOSAL 12.69 ISSUER YES FOR N/A

PROPOSAL #L70: PROPOSAL 12.70 ISSUER YES FOR N/A

PROPOSAL #L71: PROPOSAL 12.71 ISSUER YES FOR N/A

PROPOSAL #L72: PROPOSAL 12.72 ISSUER YES FOR N/A

PROPOSAL #L73: PROPOSAL 12.73 ISSUER YES FOR N/A

PROPOSAL #L74: PROPOSAL 12.74 ISSUER YES FOR N/A

PROPOSAL #L75: PROPOSAL 12.75 ISSUER YES FOR N/A

PROPOSAL #L76: PROPOSAL 12.76 ISSUER YES FOR N/A

PROPOSAL #M1: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: AKIMOV ANDREI IGORIEVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M2: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: ANANENKOV ALEXANDER GEORGIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M3: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: BERGMANN BURCKHARD YOU MUST RETURN THE
PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M4: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: GAZIZULLIN FARIT RAFIKOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M5: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: DEMENTIEV ANDREI VLADIMIROVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M6: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: ZUBKOV VIKTOR ALEXEEVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M7: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: KARPEL ELENA EVGENIEVNA YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M8: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: MEDVEDEV YURIY MITROPHANOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M9: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: MILLER ALEXEY BORISOVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M10: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: NABIULLINA ELVIRA SAKHIPZADOVNA YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M11: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: NIKOLAEV VIKTOR VASILIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M12: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: POTYOMKIN ALEXANDER IVANOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M13: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: SEREDA MIKHAIL LEONIDOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M14: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: FEODOROV BORIS GRIGORIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M15: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: FORESMAN ROBERT MARK YOU MUST RETURN THE
PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M16: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: KHRISTENKO VIKTOR BORISOVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M17: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: SHOKHIN ALEXANDER NIKOLAEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M18: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES AGAINST N/A
OAO GAZPROM: YUSUFOV IGOR KHANUKOVICH YOU MUST RETURN
THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #M19: ELECTION TO THE BOARD OF DIRECTORS OF ISSUER YES FOR N/A
OAO GAZPROM: YASIN EVGENIY GRIGORIEVICH YOU MUST
RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT SERVICE
REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE COUNTED.
THIS AGENDA IS ONLY FOR RECORD KEEPING PURPOSES.

PROPOSAL #N1: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ARKHIPOV DMITRY ALEXANDROVICH

PROPOSAL #N2: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ASKINADZE DENIS ARKADIEVICH

PROPOSAL #N3: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: BIKULOV VADIM KASYMOVICH

PROPOSAL #N4: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: ISHUTIN RAFAEL VLADIMIROVICH

PROPOSAL #N5: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: KOBZEV ANDREY NIKOLAEVICH

PROPOSAL #N6: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
GAZPROM: LOBANOVA NINA VLADISLAVOVNA

PROPOSAL #N7: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: LOGUNOV DMITRY SERGEEVICH

PROPOSAL #N8: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: MIKHAILOVA SVETLANA SERGEEVNA

PROPOSAL #N9: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
GAZPROM: NOSOV YURY STANISLAVOVICHIROVNA

PROPOSAL #N10: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
 GAZPROM: OSELEDKO VIKTORIYA VLADIMIROVNA

PROPOSAL #N11: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES FOR N/A
 GAZPROM: FOMIN ANDREY SERGEEVICH

PROPOSAL #N12: ELECTION TO THE AUDIT COMMISSION OF OAO ISSUER YES AGAINST N/A
 GAZPROM: SHUBIN YURY IVANOVICH
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: OCCIDENTAL PETROLEUM CORPORATION
 TICKER: OXY CUSIP: 674599105
 MEETING DATE: 5/2/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: SPENCER ABRAHAM ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: RONALD W. BURKLE ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: JOHN S. CHALSTY ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: JOHN E. FEICK ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: RAY R. IRANI ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: IRVIN W. MALONEY ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: AVEDICK B. POLADIAN ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: RODOLFO SEGOVIA ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: AZIZ D. SYRIANI ISSUER YES FOR FOR

PROPOSAL #1K: ELECTION OF DIRECTOR: ROSEMARY TOMICH ISSUER YES FOR FOR

PROPOSAL #1L: ELECTION OF DIRECTOR: WALTER L. WEISMAN ISSUER YES FOR FOR


PROPOSAL #02: RATIFICATION OF SELECTION OF KPMG AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS.

PROPOSAL #03: SCIENTIFIC REPORT ON GLOBAL WARMING. SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #04: ADVISORY VOTE ON EXECUTIVE COMPENSATION. SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: INDEPENDENCE OF COMPENSATION CONSULTANTS. SHAREHOLDER YES AGAINST FOR

PROPOSAL #06: PAY-FOR-SUPERIOR-PERFORMANCE PRINCIPLE. SHAREHOLDER YES AGAINST FOR

PROPOSAL #07: SPECIAL SHAREHOLDER MEETINGS. SHAREHOLDER YES AGAINST FOR

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: OIL CO LUKOIL
 TICKER: LUKOY CUSIP: 677862104
 MEETING DATE: 6/26/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVE ANNUAL REPORT FOR 2007 AND ISSUER YES FOR FOR
ANNUAL FINANCIAL STATEMENTS, INCLUDING THE INCOME
STATEMENTS AND DISTRIBUTION OF PROFITS.

PROPOSAL #2A: TO ELECT ALEKPEROV, VAGIT YUSUFOVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
 SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2B: TO ELECT BELIKOV, IGOR VYACHESLAVOVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
 SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2C: TO ELECT WALLETTE (JR), DONALD EVERT. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
 SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2D: TO ELECT GRAYFER, VALERY ISAAKOVICH. YOU ISSUER YES AGAINST N/A
 MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2E: TO ELECT KUTAFIN, OLEG EMELYANOVICH. YOU ISSUER YES AGAINST N/A
 MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2F: TO ELECT KOSTIN, ANDREY LEONIDOVICH. YOU ISSUER YES AGAINST N/A
 MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2G: TO ELECT MAGANOV, RAVIL ULFATOVICH. YOU ISSUER YES AGAINST N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2H: TO ELECT MATZKE, RICHARD HERMAN. YOU ISSUER YES FOR N/A
MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING RECORD
 KEEPING PURPOSES.

PROPOSAL #2I: TO ELECT MIKHAILOV, SERGEI ANATOLIEVICH. ISSUER YES FOR N/A
 YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR
CLIENT SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE
TO BE COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2J: TO ELECT TSVETKOV, NIKOLAI ISSUER YES AGAINST N/A
ALEXANDROVICH. YOU MUST RETURN THE PHYSICAL PROXY CARD
 TO YOUR CLIENT SERVICE REPRESENTATIVE IN ORDER FOR
YOUR VOTE TO BE COUNTED. THIS AGENDA IS ONLY FOR
RECORD KEEPING PURPOSES.

PROPOSAL #2K: TO ELECT SHERKUNOV, IGOR VLADIMIROVICH. ISSUER YES AGAINST N/A
YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR CLIENT
 SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE TO BE
COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #2L: TO ELECT SHOKHIN, ALEXANDER NIKOLAEVICH. ISSUER YES FOR N/A
 YOU MUST RETURN THE PHYSICAL PROXY CARD TO YOUR
CLIENT SERVICE REPRESENTATIVE IN ORDER FOR YOUR VOTE
TO BE COUNTED. THIS AGENDA IS ONLY FOR RECORD KEEPING
PURPOSES.

PROPOSAL #3A: ELECTION OF AUDIT COMMISSION: IVANOVA, ISSUER YES FOR FOR
LYUBOV GAVRILOVNA

PROPOSAL #3B: ELECTION OF AUDIT COMMISSION: ISSUER YES FOR FOR
KONDRATIEV, PAVEL GENNADIEVICH

PROPOSAL #3C: ELECTION OF AUDIT COMMISSION: NIKITENKO, ISSUER YES FOR FOR
 VLADIMIR NIKOLAEVICH

PROPOSAL #04: PAY REMUNERATION AND REIMBURSE EXPENSES ISSUER YES FOR FOR
TO MEMBERS OF BOARD OF DIRECTORS AND AUDIT COMMISSION
OF OAO LUKOIL AND TO ESTABLISH REMUNERATION FOR
NEWLY ELECTED MEMBERS OF BOARD OF DIRECTORS AND AUDIT
COMMISSION ACCORDING TO COMMISSION OF OAO LUKOIL .

PROPOSAL #05: TO APPROVE THE INDEPENDENT AUDITOR OF ISSUER YES FOR FOR
OAO LUKOIL - CLOSED JOINT STOCK COMPANY KPMG.

PROPOSAL #6A: SHAREHOLDER LOAN AGREEMENT BETWEEN OAO ISSUER YES FOR FOR
LUKOIL (LENDER) AND OOO NARYANMARNEFTEGAZ (BORROWER).

PROPOSAL #6B: PROVISION OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(LENDER) TO OAO YUGK TGC-8 (BORROWER).

PROPOSAL #6C: RECEIPT OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(BORROWER) FROM OAO YUGK TGC-8 (LENDER).

PROPOSAL #6D: RECEIPT OF A LOAN BY OAO LUKOIL ISSUER YES FOR FOR
(BORROWER) FROM OAO YUGK TGC-8 (LENDER).

PROPOSAL #6E: POLICY (CONTRACT) ON INSURING THE ISSUER YES FOR FOR
LIABILITY OF DIRECTORS, OFFICERS AND CORPORATIONS
BETWEEN OAO LUKOIL (POLICYHOLDER) AND OAO KAPITAL
STRAKHOVANIE (INSURER).
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: OIL CO LUKOIL
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/26/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE ANNUAL REPORT OF OAO LUKOIL ISSUER YES FOR FOR
 FOR 2007 AND THE ANNUAL FINANCIAL STATEMENTS,
INCLUDING THE INCOME STATEMENTS ?PROFIT AND LOSS
ACCOUNTS? OF THE COMPANY, AND THE DISTRIBUTION OF
PROFITS

PROPOSAL #2.1: ELECT MR. ALEKPEROV, VAGIT YUSUFOVICH ISSUER YES AGAINST AGAINST
AS A MEMBER OF THE BOARD OF DIRECTORS OF OAO LUKOIL

PROPOSAL #2.2: ELECT MR. BELIKOV, IGOR VYACHESLAVOVICH ISSUER YES AGAINST AGAINST
 AS A MEMBER OF THE BOARD OF DIRECTORSOF OAO LUKOIL

PROPOSAL #2.3: ELECT MR. WALLETE (JR), DONALD EVERT AS ISSUER YES AGAINST AGAINST
 A MEMBER OF THE BOARD OF DIRECTORS OFOAO LUKOIL

PROPOSAL #2.4: ELECT MR. GRAYFER, VALERY ISAAKOVICH AS ISSUER YES AGAINST AGAINST
 A MEMBER OF THE BOARD OF DIRECTORS OFOAO LUKOIL

PROPOSAL #2.5: ELECT MR. KUTAFIN, ANDREY LEONIDOVICH ISSUER YES AGAINST AGAINST
AS A MEMBER OF THE BOARD OF DIRECTORS OF OAO LUKOIL

PROPOSAL #2.6: ELECT MR. KOSTIN, ANDREY LEONIDOVICH AS ISSUER YES AGAINST AGAINST
 A MEMBER OF THE BOARD OF DIRECTORS OFOAO LUKOIL

PROPOSAL #2.7: ELECT MR. MAGANOV, RAVIL ULFATOVICH AS ISSUER YES AGAINST AGAINST
A MEMBER OF THE BOARD OF DIRECTORS OF OAO LUKOIL

PROPOSAL #2.8: ELECT MR. MATZKE, RICHARD HERMAN AS A ISSUER YES FOR FOR
MEMBER OF THE BOARD OF DIRECTORS OF OAO LUKOIL

PROPOSAL #2.9: ELECT MR. MIKHAILOV, SERGEI ISSUER YES FOR FOR
ANATOLIEVICH AS A MEMBER OF THE BOARD OF DIRECTORS OF
OAO LUKOIL

PROPOSAL #2.10: ELECT MR. TSVETKOV, NIKOLAI ISSUER YES AGAINST AGAINST
ALEXANDROVICH AS A MEMBER OF THE BOARD OF DIRECTORS OF
 OAO LUKOIL

PROPOSAL #2.11: ELECT MR. SHERKUNOV, IGOR ISSUER YES AGAINST AGAINST
VLADIMIROVICH AS A MEMBER OF THE BOARD OF DIRECTORSOF
OAO LUKOIL

PROPOSAL #2.12: ELECT MR. SHOKHIN, ALEXANDER ISSUER YES FOR FOR
NIKOLAEVICH AS A MEMBER OF THE BOARD OF DIRECTORS OF
OAO LUKOIL

PROPOSAL #3.1: ELECT MR. IVANOVA, LYUBOV GAVRILOVNA TO ISSUER YES FOR FOR
 THE AUDIT COMMISSION

PROPOSAL #3.2: ELECT MR. KONDRATIEV, PAVEL ISSUER YES FOR FOR
GENNADIEVICH TO THE AUDIT COMMISSION

PROPOSAL #3.3: ELECT MR. NIKITENKO, VLADIMIR ISSUER YES FOR FOR
NIKOLAEVICH TO THE AUDIT COMMISSION

PROPOSAL #4.: APPROVE, TO PAY REMUNERATION AND ISSUER YES FOR FOR
REIMBURSE EXPENSES TO THE MEMBER OF THE BOARD OF
DIRECTORS AND THE AUDIT COMMISSION OF OAO LUKOIL ,
AND TO ESTABLISH REMUNERATION FOR NEWLY ELECTED
MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDIT
COMMISSION OF OAO LUKOIL , AS SPECIFIED

PROPOSAL #5.: APPROVE THE INDEPENDENT AUDITOR OF OAO ISSUER YES FOR FOR
LUKOIL CLOSED JOINT STOCK COMPANY KPMG

PROPOSAL #6.1: APPROVE THE SHAREHOLDER LOAN AGREEMENT ISSUER YES FOR FOR
BETWEEN OAO LUKOIL (LENDER) AND OOO
NARYANMARNEFTEGAZ (BORROWER)

PROPOSAL #6.2: APPROVE THE PROVISION OF A LOAN BY OAO ISSUER YES FOR FOR
 LUKOIL (LENDER) TO OAO YUGK TGC-8 (BORROWER)

PROPOSAL #6.3: APPROVE THE RECEIPT OF A LOAN BY OAO ISSUER YES FOR FOR
LUKOIL (BORROWER) TO OAO YUGK TGC-8 (LENDER)

PROPOSAL #6.4: APPROVE THE RECEIPT OF A LOAN BY OAO ISSUER YES FOR FOR
LUKOIL (BORROWER) TO OAO YUGK TGC-8 (LENDER)

PROPOSAL #6.5: APPROVE THE POLICY (CONTRACT) ON ISSUER YES FOR FOR
INSURING THE LIABILITY OF THE DIRECTORS, OFFICERS AND
CORPORATIONS BETWEEN OAO LUKOIL (POLICYHOLDER) AND
OAO KAPITAL STRAKHOVANIE (INSURER)

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: OMV-AG
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE PRESENTATION OF THE ANNUAL ISSUER NO N/A N/A
REPORT AND REPORTING OF THE SUPERVISORY BOARD FOR THE
2007 BUSINESS YEAR

PROPOSAL #2.: APPROVE THE ALLOCATION OF THE NET INCOME ISSUER NO N/A N/A

PROPOSAL #3.: APPROVE THE SHARE REPURCHASE AND ISSUER NO N/A N/A
REALIENATION

PROPOSAL #4.: ELECT THE AUDITORS FOR THE FY 2008 ISSUER NO N/A N/A

PROPOSAL #5.: APPROVE THE STOCK OPTION PLAN FOR 2008 ISSUER NO N/A N/A

PROPOSAL #6.: APPROVE THE EXCULPATION OF THE MANAGING ISSUER NO N/A N/A
BOARD AND THE SUPERVISORY BOARD FOR THE FY 2007

PROPOSAL #7.: APPROVE TO DETERMINE THE REMUNERATION OF ISSUER NO N/A N/A
 THE SUPERVISORY BOARD

PROPOSAL #8.: ELECT THE SUPERVISORY BOARD ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PATTERSON-UTI ENERGY, INC.
 TICKER: PTEN CUSIP: 703481101
 MEETING DATE: 6/5/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: MARK S. SIEGEL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLOYCE A. TALBOTT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH N. BERNS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES O. BUCKNER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CURTIS W. HUFF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: TERRY H. HUNT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH R. PEAK ISSUER YES FOR FOR

PROPOSAL #02: APPROVE THE AMENDMENT TO THE PATTERSON- ISSUER YES FOR FOR
UTI 2005 LONG-TERM INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN.

PROPOSAL #03: RATIFY THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PEABODY ENERGY CORPORATION
 TICKER: BTU CUSIP: 704549104
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: SANDRA VAN TREASE ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL #03: APPROVAL OF A PROPOSAL TO DECLASSIFY THE ISSUER YES FOR FOR
 BOARD OF DIRECTORS.

PROPOSAL #04: APPROVAL OF THE 2008 MANAGEMENT ANNUAL ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETRO CDA
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. RON A. BRENNEMAN AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.2: ELECT MR. GAIL COOK-BENNETT AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.3: ELECT MR. CLAUDE FONTAINE AS A DIRECTORS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT MR. PAUL HASELDONCKX AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.5: ELECT MR. THOMAS E. KIERANS AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.6: ELECT MR. BRAIN F. MACNEILL AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.7: ELECT MR. MAUREEN MCCAW AS A DIRECTORS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT MR. PAUL D. MELNUK AS A DIRECTORS ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT MR. GUYLAINE SAUCIER AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.10: ELECT MR. JAMES W. SIMPSON AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #1.11: ELECT MR. DANIEL L. VALOT AS A ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #2.: APPOINT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROBRAS ENERGIA PARTICIPACIONES S.A.
 TICKER: PZE CUSIP: 71646M102
 MEETING DATE: 3/28/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #S1: AMENDMENTS TO SECTIONS AND DELETION OF ISSUER YES FOR FOR
SECTION 6 OF BYLAWS.

PROPOSAL #O2: CONSIDERATION OF THE ANNUAL REPORT, ISSUER YES FOR FOR
EXHIBITS SUPPLEMENTARY TO BALANCE SHEET; AUDITOR'S
REPORT, REPORT OF THE STATUTORY SYNDIC COMMITTEE AND
ADDITIONAL INFORMATION REQUIRED; AND PERFORMANCE OF
MANAGEMENT AND SUPERVISORY BODIES FOR FISCAL YEAR.

PROPOSAL #O3: ALLOCATION OF PROFITS FOR THE YEAR. ISSUER YES FOR FOR

PROPOSAL #O4: DETERMINATION OF THE NUMBER AND ELECTION ISSUER YES FOR FOR
 OF REGULAR AND ALTERNATE DIRECTORS.

PROPOSAL #O5: ELECTION OF THE REGULAR AND ALTERNATE ISSUER YES FOR FOR
MEMBERS OF THE STATUTORY SYNDIC COMMITTEE.

PROPOSAL #O6: CONSIDERATION OF THE COMPENSATION OF ISSUER YES FOR FOR
DIRECTORS AND STATUTORY SYNDIC COMMITTEE'S MEMBERS.

PROPOSAL #O7: CONSIDERATION OF THE COMPENSATION OF THE ISSUER YES FOR FOR
 CERTIFIED PUBLIC ACCOUNTANT AS OF DECEMBER 31, 2007
AND APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANT FOR NEW
 FISCAL YEAR.

PROPOSAL #O8: CONSIDERATION OF THE AUDIT COMMITTEE'S ISSUER YES FOR FOR
BUDGET.

PROPOSAL #O9: DELEGATION TO BOARD, OF ANY POWERS ISSUER YES FOR FOR
NECESSARY TO TAKE ANY AND ALL STEPS REQUIRED IN
CONNECTION WITH THE BUSINESS TO BE DEALT WITH IN ITEM
1) OF THE AGENDA.

PROPOSAL #O10: APPOINTMENT OF TWO (2) SHAREHOLDERS TO ISSUER YES FOR FOR
SIGN THE MINUTES.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROBRAS ENERGIA PARTICIPACIONES S.A.
 TICKER: PZE CUSIP: 71646M102
 MEETING DATE: 6/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #S1: AMENDMENT TO SECTIONS 1 OF THE CORPORATE ISSUER YES AGAINST AGAINST
 BYLAWS. CHANGE OF CORPORATE NAMES.

PROPOSAL #O2: DELEGATION TO THE BOARD OF DIRECTORS, ISSUER YES AGAINST AGAINST
WITH POWERS TO SUBDELEGATE, OF ALL POWERS NECESSARY TO
 TAKE ANY AND ALL STEPS REQUIRED IN CONNECTION WITH
THE BUSINESS TO BE DEALT WITH IN ITEM (1) OF THE

PROPOSAL #O3: APPROVAL OF THE PERFORMANCE OF THE ISSUER YES FOR FOR
RESIGNING REGULAR DIRECTOR.

PROPOSAL #O4: APPOINTMENT OF A SUBSTITUTE REGULAR ISSUER YES FOR FOR
DIRECTOR.

PROPOSAL #O5: APPOINTMENT OF TWO SHAREHOLDERS TO SIGN ISSUER YES FOR FOR
THE MINUTES.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETRO-CANADA
 TICKER: PCZ CUSIP: 71644E102
 MEETING DATE: 4/29/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: RON A. BRENNEMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GAIL COOK-BENNETT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CLAUDE FONTAINE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PAUL HASELDONCKX ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS E. KIERANS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRIAN F. MACNEILL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MAUREEN MCCAW ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PAUL D. MELNUK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GUYLAINE SAUCIER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES W. SIMPSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DANIEL L. VALOT ISSUER YES FOR FOR


PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROCHINA CO LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 8/10/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #S.1: APPROVE, CONDITIONAL UPON THE OBTAINING ISSUER YES FOR N/A

 OF APPROVALS FROM THE CSRC AND OTHER RELEVANT
REGULATORY AUTHORITIES, THE ALLOTMENT AND ISSUE OF A
SHARES BY THE COMPANY IN THE PRC BY WAY OF PUBLIC
OFFERING OF NEW A SHARES AND THE SPECIFIED TERMS AND
CONDITIONS OF THE A SHARE ISSUE

PROPOSAL #S.2: AUTHORIZE THE BOARD AND ITS ATTORNEY, ISSUER YES FOR N/A
TO DEAL WITH MATTERS IN RELATION TO THEA SHARE ISSUE
AND THE LISTING OF A SHARES INCLUDING BUT NOT LIMITED
TO THE FOLLOWING: 1) TO IMPLEMENT THE PROPOSALS OF THE
 A SHARE ISSUE AND THE LISTING OF A SHARES IN
ACCORDANCE WITH THE LAWS AND REGULATIONS OF THE PRC
AND RELEVANT REGULATIONS PRESCRIBED BY THE SECURITIES
REGULATORY DEPARTMENT AND THIS RESOLUTION; 2) TO
DETERMINE THE NUMBER OF A SHARES TO BE ISSUED, ISSUE
PRICE, METHOD OF ISSUE, TARGET SUBSCRIBERS, NUMBER OF
A SHARES AND THE PERCENTAGE OF A SHARES TO BE ISSUED
TO THE TARGET SUBSCRIBERS, SIZE OF THE OVER-ALLOTMENT
OPTION AND PLACING RATIO, COMMENCEMENT AND COMPLETION
TIMING OF THE ISSUE, TIMING OF THE LISTING AND OTHER
MATTERS RELATING TO THE A SHARE ISSUE AND THE LISTING
OF A SHARES IN ACCORDANCE WITH THIS RESOLUTION AND
WITH REFERENCE TO THE STATUS OF THE APPROVAL BY THE
CSRC AND CONDITIONS OF THE PRC SECURITIES MARKET; 3)
UPON COMPLETION OF THE A SHARE ISSUE AND THE LISTING
OF A SHARES, TO AMEND ARTICLES 16 AND 19 OF THE
ARTICLES IN ACCORDANCE WITH THE SPECIFIC CIRCUMSTANCES
 REGARDING THE ISSUE, AND TO COMPLETE THE RELEVANT
FORMALITIES SUCH AS FOR THE REGISTRATIONS OF
AMENDMENTS OF REGISTERED CAPITAL AND SHARE
REGISTRATION WITH THE ADMINISTRATION FOR INDUSTRY AND
COMMERCE; 4) TO DECIDE THE RESPECTIVE MONETARY AMOUNT
TO BE INVESTED IN DIFFERENT PROJECTS WITHIN THE
APPROVED SCOPE FOR USE OF PROCEEDS; 5) TO DEAL WITH
THE PREPARATION WORK IN RELATION TO THE A SHARE ISSUE
AND THE LISTING OF A SHARES, INCLUDING WITHOUT


LIMITATION, TO APPLY TO THE RELEVANT REGULATORY
AUTHORITIES AND STOCK EXCHANGES; TO SIGN, EXECUTE AND
IMPLEMENT UNDERWRITING AGREEMENT, LISTING AGREEMENT,
SPONSORS AGREEMENT AND ALL NECESSARY DOCUMENTS ON
BEHALF OF THE COMPANY; AND TO DETERMINE AND PAY ALL
RELATED FEES AND EXPENSES IN CONNECTION WITH THE A
SHARE ISSUE; 6) TO UNDERTAKE OR DEAL WITH ALL OTHER
NECESSARY ACTIONS OR MATTERS IN CONNECTION WITH THE A
SHARE ISSUE AND THE LISTING OF THE A SHARES; 7) THE
BOARD PROPOSES TO THE SHAREHOLDERS MEETING TO APPROVE
 THE FORMATION OF A SPECIAL BOARD COMMITTEE COMPRISING
 MR. JIANG JIEMIN ?DIRECTOR?, MR. ZHOU JIPING
?DIRECTOR? AND MR. GONG HUAZHANG ?DIRECTOR?; SUBJECT
TO THE OBTAINING OF THE AUTHORIZATION AS MENTIONED
ABOVE, AUTHORIZE THE BOARD TO FURTHER DELEGATE ITS
POWER AS MENTIONED ABOVE TO THIS SPECIAL BOARD
COMMITTEE FOR IMPLEMENTATION; THE AUTHORIZATION SHALL
BE IMPLEMENTED BY ENDORSEMENT OF ANY 2 OF THE MEMBERS
OF THE SPECIAL BOARD COMMITTEE; THIS SPECIAL BOARD
COMMITTEE SHALL BE FORMED FROM THE DATE THIS
RESOLUTION IS APPROVED AT THE SHAREHOLDERS MEETING
AND WILL BE DISSOLVED ON THE LISTING DATE OF THE A
SHARES ON THE DOMESTIC STOCK EXCHANGE IN CONNECTION
WITH THE A SHARE ISSUE; AND 8) ?AUTHORITY EXPIRES AT
THE END OF 12 MONTHS FROM THE DATE OF THE PASSING OF
THIS RESOLUTION?

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROCHINA CO LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/15/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #S.1: APPROVE THE AMENDMENTS TO THE ARTICLES ISSUER YES FOR FOR
OF ASSOCIATION OF THE COMPANY MADE IN ACCORDANCE WITH
THE COMPANY LAW OF THE PRC AND THE GUIDELINES OF
ARTICLES OF ASSOCIATION FOR LISTED COMPANIES ISSUED
BY THE CHINA SECURITIES REGULATORY COMMISSION SET OUT
IN APPENDIX I AND AUTHORIZE THE ABOVE AM

PROPOSAL #2.: APPROVE THE REPORT OF THE BOARD OF THE ISSUER YES FOR FOR
COMPANY FOR THE YEAR 2007

PROPOSAL #3.: APPROVE THE REPORT OF THE SUPERVISORY ISSUER YES FOR FOR
COMMITTEE OF THE COMPANY FOR THE YEAR 2007

PROPOSAL #4.: APPROVE THE AUDITED FINANCIAL STATEMENTS ISSUER YES FOR FOR
 OF THE COMPANY FOR THE YEAR 2007

PROPOSAL #5.: APPROVE THE DECLARATION AND PAYMENT OF ISSUER YES FOR FOR
THE FINAL DIVIDENDS FOR THE YE 31 DEC 2007 IN THE
AMOUNT AND IN THE MANNER RECOMMENDED BY THE BOARD

PROPOSAL #6.: APPROVE THE AUTHORIZATION OF THE BOARD ISSUER YES FOR FOR
TO DETERMINE THE DISTRIBUTION OF INTERIM DIVIDENDS FOR
 THE YEAR 2008

PROPOSAL #7.: APPROVE THE CONTINUATION OF APPOINTMENT ISSUER YES FOR FOR
OF PRICEWATERHOUSECOOPERS, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE INTERNATIONAL AUDITORS OF THE
COMPANY AND PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS
COMPANY LIMITED, CERTIFIED PUBLIC ACCOUNTANTS, AS THE
DOMESTIC AUDITORS OF THE COMPANY, FOR THE YEAR 2008
AND AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION

PROPOSAL #8.a: ELECT MR. JIANG JIEMIN AS A DIRECTOR OF ISSUER YES FOR FOR
 THE COMPANY

PROPOSAL #8.b: ELECT MR. ZHOU JIPING AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #8.c: ELECT MR. DUAN WENDE AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #8.d: ELECT MR. WANG YILIN AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #8.e: ELECT MR. ZENG YUKANG AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #8.f: ELECT MR. WANG FUCHENG AS A DIRECTOR OF ISSUER YES FOR FOR
 THE COMPANY

PROPOSAL #8.g: ELECT MR. LI XINHUA AS A DIRECTOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #8.h: ELECT MR. LIAO YONGYUAN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #8.i: ELECT MR. WANG GUOLIANG AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #8.j: RE-ELECT MR. JIANG FAN AS A DIRECTOR OF ISSUER YES FOR FOR
 THE COMPANY

PROPOSAL #8.k: ELECT MR. CHEE-CHEN TUNG AS THE ISSUER YES FOR FOR
INDEPENDENT DIRECTOR OF THE COMPANY

PROPOSAL #8.l: ELECT MR. LIU HONGRU AS THE INDEPENDENT ISSUER YES FOR FOR
 DIRECTOR OF THE COMPANY

PROPOSAL #8.m: ELECT MR. FRANCO BERNABE AS THE ISSUER YES FOR FOR
INDEPENDENT DIRECTOR OF THE COMPANY

PROPOSAL #8.n: ELECT MR. LI YONGWU AS THE INDEPENDENT ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #8.o: ELECT MR. CUI JUNHUI AS THE INDEPENDENT ISSUER YES FOR FOR
 DIRECTOR OF THE COMPANY

PROPOSAL #9.a: ELECT MR. CHEN MING AS THE SUPERVISOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #9.b: ELECT MR. WEN QINGSHAN AS THE ISSUER YES FOR FOR
SUPERVISOR OF THE COMPANY

PROPOSAL #9.c: ELECT MR. SUN XIANFENG AS THE ISSUER YES FOR FOR
SUPERVISOR OF THE COMPANY

PROPOSAL #9.d: ELECT MR. YU YIBO AS THE SUPERVISOR OF ISSUER YES FOR FOR
THE COMPANY

PROPOSAL #9.e: ELECT MR. WU ZHIPAN AS THE INDEPENDENT ISSUER YES FOR FOR
SUPERVISOR OF THE COMPANY

PROPOSAL #9.f: PLEASE NOTE THAT THIS RESOLUTION IS A ISSUER YES FOR AGAINST

SHAREHOLDER PROPOSAL: ELECT MR. LI YUANAS THE
INDEPENDENT SUPERVISOR OF THE COMPANY

PROPOSAL #S.10: AUTHORIZE THE BOARD OF DIRECTORS, ISSUER YES AGAINST AGAINST
UNCONDITIONAL GENERAL MANDATE TO SEPARATELYOR
CONCURRENTLY ISSUE, ALLOT AND DEAL WITH ADDITIONAL
DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES OF
THE COMPANY, PROVIDED THAT THE NUMBER OF THE DOMESTIC
SHARES AND OVERSEAS LISTED FOREIGN SHARES ISSUED AND
ALLOTTED OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO
 BE ISSUED AND ALLOTTED SHALL NOT EXCEED 20% OF EACH
OF ITS EXISTING THE DOMESTIC SHARES AND OVERSEAS
LISTED FOREIGN SHARES OF THE COMPANY IN ISSUE AS AT
THE DATE OF THIS RESOLUTION; B) TO EXECUTE AND DO OR
PROCURE TO BE EXECUTED AND DONE, ALL SUCH DOCUMENTS,
DEEDS AND THINGS AS IT MAY CONSIDER NECESSARY IN
CONNECTION WITH THE ISSUE OF SUCH SHARES; C) TO MAKE
SUCH AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY AS IT THINKS FIT SO AS TO INCREASE THE
REGISTERED SHARE CAPITAL OF THE COMPANY AND REFLECT
THE NEW CAPITAL STRUCTURE OF THE COMPANY UPON THE
ALLOTMENT AND ISSUANCE OF SHARES OF THE COMPANY AS
CONTEMPLATED IN THIS RESOLUTION; AND E) IN ORDER TO
FACILITATE THE ISSUANCE OF SHARES IN ACCORDANCE WITH
THIS RESOLUTION IN A TIMELY MANNER, TO ESTABLISH A


SPECIAL COMMITTEE OF THE BOARD AND SUCH COMMITTEE TO
EXERCISE ALL SUCH POWER GRANTED TO THE BOARD OF
DIRECTORS TO EXECUTE AND DO ALL SUCH DOCUMENTS, DEEDS
AND THINGS AS IT MAY CONSIDER NECESSARY IN CONNECTION
WITH THE ISSUE OF SUCH SHARES CONTINGENT ON THE
PASSING OF SUB-PARAGRAPHS (A) TO (D) OF THIS
RESOLUTION AND WITHIN THE RELEVANT PERIOD OF THIS
MANDATE F) THE BOARD OF DIRECTORS AND THE SPECIAL
COMMITTEE OF THE BOARD WILL ONLY EXERCISE ITS
RESPECTIVE POWER UNDER SUCH MANDATE IN ACCORDANCE WITH
 THE COMPANY LAW OF THE PRC, THE SECURITIES LAW OF THE
 PRC, REGULATIONS OR THE LISTING RULES OF THE STOCK
EXCHANGE ON WHICH THE SHARES OF THE COMPANY ARE LISTED
 ?AS AMENDED FROM TIME TO TIME? AND ONLY IF ALL
NECESSARY APPROVALS FROM THE CHINA SECURITIES
REGULATORY COMMISSION AND/OR OTHER RELEVANT PRC
GOVERNMENTAL AUTHORITIES ARE OBTAINED AND THE SPECIAL
COMMITTEE OF THE BOARD WILL ONLY EXERCISE ITS POWER
UNDER SUCH MANDATE IN ACCORDANCE WITH THE POWER
GRANTED BY THE SHAREHOLDERS AT THE ANNUAL GENERAL
MEETING TO THE BOARD?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF NEXT AGM OF THE COMPANY OR AT THE

PROPOSAL #11.: APPROVE THE RULES AND PROCEDURES OF THE ISSUER YES FOR FOR
 SHAREHOLDERS GENERAL MEETING OF THE COMPANY AS
SPECIFIED

PROPOSAL #12.: APPROVE THE RULES AND PROCEDURES OF THE ISSUER YES FOR FOR
 BOARD OF THE COMPANY AS SPECIFIED

PROPOSAL #13.: APPROVE THE RULES OF ORGANIZATION AND ISSUER YES FOR FOR
PROCEDURES OF THE SUPERVISORY COMMITTEEOF THE COMPANY
AS SPECIFIED

PROPOSAL #14.: OTHER MATTERS, IF ANY ISSUER YES AGAINST AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
 TICKER: PBR CUSIP: 71654V408
 MEETING DATE: 10/29/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: RATIFICATION OF THE SHARE PURCHASE & ISSUER YES FOR FOR
SALE AGREEMENT , DATED AUGUST 03 2007, SIGNED BETWEEN
THE INDIRECT CONTROLLING SHAREHOLDERS OF SUZANO
PETROQUIMICA S.A., AS THE SELLERS, AND PETROBRAS, AS
THE BUYER, TOGETHER WITH THE RESPECTIVE PERTINENT
DOCUMENTS; ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
 TICKER: PBR CUSIP: 71654V408
 MEETING DATE: 3/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER YES FOR FOR
AND JUSTIFICATION, DATED FEBRUARY 28, 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY PRAMOA
PARTICIPACOES S.A., AS THE ACQUIRED COMPANY, TOGETHER
WITH THE RESPECTIVE PERTINENT DOCUMENTS, AND WITH
PRAMOA PARTICIPACOES S.A.'S INCORPORATION OPERATION
APPROVAL.

PROPOSAL #1B: APPROVAL OF THE APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE PRAMOA
 PARTICIPACOES S.A. INCORPORATION OPERATION, UNDER THE
 TERMS OF 1 AND 3 OF ART. 227, LAW NO. 6.404/76.

PROPOSAL #2A: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER YES FOR FOR
AND JUSTIFICATION, DATED FEBRUARY 29, 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY UPB S.A.,
AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND WITH UPB S.A.'S INCORPORATION
 OPERATION APPROVAL.

PROPOSAL #2B: APPROVAL OF THE APPOINTMENT OF A ISSUER YES FOR FOR
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE UPB
S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND
 3 OF ART. 227, LAW NO. 6.404/76.

PROPOSAL #03: SPLIT OF THE SHARES THAT REPRESENT THE ISSUER YES FOR FOR
CAPITAL STOCK.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
 TICKER: PBR CUSIP: 71654V408
 MEETING DATE: 4/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #O1: MANAGEMENT REPORT AND FINANCIAL ISSUER YES FOR FOR
STATEMENTS, TOGETHER WITH THE AUDIT COMMITTEE'S REPORT
 FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2007.

PROPOSAL #O2: 2008 FISCAL YEAR CAPITAL BUDGET. ISSUER YES FOR FOR

PROPOSAL #O3: 2007 FISCAL YEAR RESULT APPROPRIATION. ISSUER YES FOR FOR

PROPOSAL #O4: ELECTION OF THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS.

PROPOSAL #O5: ELECTION OF THE PRESIDENT OF THE BOARD ISSUER YES FOR FOR
OF DIRECTORS.

PROPOSAL #O6: ELECTION OF THE MEMBERS OF THE AUDIT ISSUER YES FOR FOR
COMMITTEE AND THEIR RESPECTIVE SUBSTITUTES.

PROPOSAL #O7: DETERMINATION OF THE MANAGERS WAGES, ISSUER YES FOR FOR
INCLUDING THEIR PROFIT PARTICIPATION, PURSUANT TO
ARTICLES 41 AND 56 OF THE ARTICLES OF INCORPORATION,
AS WELL AS THAT OF THE FULL MEMBERS OF THE AUDIT
COMMITTEE.

PROPOSAL #E1: CAPITAL STOCK INCREASE VIA THE ISSUER YES FOR FOR
INCORPORATION OF PART OF THE CAPITAL RESERVES AND OF
PROFIT RESERVES, FOR A TOTAL OF R$26,323 MILLION,
INCREASING THE CAPITAL STOCK FROM R$52,644 MILLION TO
R$78,967 MILLION, WITHOUT CHANGING THE NUMBER OF
ORDINARY AND PREFERRED SHARES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO S.A. - PETROBRAS
 TICKER: PBR CUSIP: 71654V408
 MEETING DATE: 6/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO APPROVE THE DISPOSAL OF THE CONTROL ISSUER YES FOR FOR
OF THE SUBSIDIARY OF PETROBRAS, DAPEAN PARTICIPACOES
S.A., BY MEANS OF THE MERGER INTO THIS COMPANY OF
FASCIATUS PARTICIPACOES S.A., A TRANSACTION INSERTED
IN THE SPHERE OF THE INVESTMENT AGREEMENT ENTERED INTO
 AMONG PETROBRAS, PETROBRAS QUIMICA S.A. - PETROQUISA
AND UNIPAR-UNIAO DE INDUSTRIAS PETROQUIMICAS S.A., FOR
 THE CREATION OF A PETROCHEMICAL COMPANY, ACCORDING TO
 A MATERIAL FACT OF NOVEMBER 30, 2007.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 10/29/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT




PROPOSAL #1.: RATIFY THE SHARE PURCHASE AND SALE ISSUER YES FOR FOR
CONTRACT DATED 03 AUG 2007, SIGNED BETWEEN, AS
SELLERS, THE INDIRECT CONTROLLING SHAREHOLDERS OF
SUZANO PETROQUIMICA S.A. ?A PUBLICLY TRADED COMPANY?
AND, AS BUYER, PETROBRAS, ACCOMPANIED BY THE
RESPECTIVE PERTINENT DOCUMENTS; AND APPOINT THE
SPECIALIZED COMPANY FOR THE PURPOSES OF VALUATION, IN
ACCORDANCE WITH THE TERMS OF ARTICLE 256(1) OF LAW
NUMBER 6404/76

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 10/29/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RATIFY THE SHARE PURCHASE AND SALE ISSUER NO N/A N/A
CONTRACT DATED 03 AUG 2007, SIGNED BETWEEN, AS
SELLERS, THE INDIRECT CONTROLLING SHAREHOLDERS OF
SUZANO PETROQUIMICA S.A. ?A PUBLICLY TRADED COMPANY
WITH ITS HEADQUARTERS AT SAO PAULO? AND, AS BUYER,
PETROBRAS, ACCOMPANIED BY THE RESPECTIVE PERTINENT
DOCUMENTS, AS WELL AS THE APPOINTMENT OF THE
SPECIALIZED COMPANY FOR THE PURPOSES OF VALUATION, IN
ACCORDANCE WITH THE TERMS OF ARTICLE 256?1? OF LAW
NUMBER 6404/76
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 3/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: APPROVE THE PROTOCOL AND JUSTIFICATION ISSUER YES FOR FOR
OF MERGER, DATED 28 FEB 2008, SIGNED BY PETROBRAS, AS
THE ACQUIRING PARTY, AND BY PRAMOA PARICIPACOES S.A.,
AS THE COMPANY BEING MERGED, ACCOMPANIED BY THE
RESPECTIVE PERTINENT DOCUMENTS AND THE TRANSACTION OF
MERGER OF PRAMOA PARTICIPACOES S.A.

PROPOSAL #1.2: APPROVE THE APPOINTMENT OF THE ISSUER YES FOR FOR
SPECIALIZED COMPANY FOR THE PURPOSE OF EVALUATION AND
APPROVE THE RESPECTIVE VALUATION REPORT PREPARED FOR
THE TRANSACTION OF MERGER OF PRAMOA PARTICIPACOES
S.A., IN ACCORDANCE WITH THE TERMS OF ARTICLE 227 1
AND 3 OF LAW NUMBER 6404/76

PROPOSAL #2.1: APPROVE THE PROTOCOL AND JUSTIFICATION ISSUER YES FOR FOR
OF MERGER, DATED 29 FEB 2008, SIGNED BY PETROBRAS, AS
THE ACQUIRING PARTY, AND BY UPB PARICIPACOES S.A., AS
THE COMPANY BEING MERGED, ACCOMPANIED BY THE
RESPECTIVE PERTINENT DOCUMENTS AND THE TRANSACTION OF
MERGER OF UPB PARICIPACOES S.A.

PROPOSAL #2.2: APPROVE THE APPOINTMENT OF THE ISSUER YES FOR FOR
SPECIALIZED COMPANY FOR THE PURPOSE OF EVALUATION AND
APPROVE THE RESPECTIVE VALUATION REPORT PREPARED FOR
THE TRANSACTION OF MERGER OF UPB PARICIPACOES S.A., IN
 ACCORDANCE WITH THE TERMS OF ARTICLE 227 1 AND 3 OF
LAW NUMBER 6404/76

PROPOSAL #3.1: APPROVE TO SPLIT THE SHARES THAT ISSUER YES FOR FOR
REPRESENT THE SHARE CAPITAL BY 100% BOTH FORTHE SHARES
 THAT ARE TRADED ON BOVESPA, AND FOR THOSE THAT ARE
LINKED TO THE ADRS TRADED ON THE NEW YORK STOCK
EXCHANGE, RESULTING, IN THE FREE DISTRIBUTION OF 1 NEW
 SHARE OF THE SAME TYPE FOR EACH 1 SHARE POSSESSED ON
25 APR 2008

PROPOSAL #3.2: APPROVE TO SPLIT THE SHARES THAT ISSUER YES FOR FOR
REPRESENT THE SHARE CAPITAL BY 100% BOTH FORTHE SHARES
 THAT ARE TRADED ON BOVESPA, AND FOR THOSE THAT ARE
LINKED TO THE ADRS TRADED ON THE NEW YORK STOCK
EXCHANGE, RESULTING, IN THE FREE DISTRIBUTION OF 1 ADR
 OF THE SAME TYPE FOR EACH 1 ADR POSSESSED ON 25 APR
2008

PROPOSAL #3.3: APPROVE TO SPLIT THE SHARES THAT ISSUER YES FOR FOR
REPRESENT THE SHARE CAPITAL BY 100% BOTH FORTHE SHARES
 THAT ARE TRADED ON BOVESPA, AND FOR THOSE THAT ARE
LINKED TO THE ADRS TRADED ON THE NEW YORK STOCK
EXCHANGE, RESULTING, IN THE CONSEQUENT AMENDMENT OF
THE WORDING OF ARTICLE 4 OF THE CORPORATE BYLAWS OF
THE COMPANY, IT IS EMPHASIZED THAT THE RATIO BETWEEN
THE AMERICAN DEPOSITORY RECEIPTS ADR AND THE
CORRESPONDING SHARES OF EACH TYPE WILL BE MAINTAINED,
CONTINUING 2 SHARES FOR 1 ADR
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 3/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER NO N/A N/A
AND JUSTIFICATION, DATED 28 FEB 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY PRAMOA
PARICIPACOES S.A., AS THE ACQUIRED COMPANY, TOGETHER
WITH THE RESPECTIVE PERTINENT DOCUMENTS AND WITH
PRAMOA PARICIPACOES S.A.'S INCORPORATION OPERATION
APPROVAL

PROPOSAL #1.2: APPROVAL OF THE APPOINTMENT OF A ISSUER NO N/A N/A
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE PRAMOA
 PARTICIPACOES S.A. INCORPORATION OPERATION, UNDER THE
 TERMS OF 1 AND 3 OF ARTICLE 227, LAW NO. 6.404/76

PROPOSAL #2.1: APPROVAL OF THE INCORPORATION PROTOCOL ISSUER NO N/A N/A
AND JUSTIFICATION, DATED 29 FEB 2008, SIGNED BY
PETROBRAS, AS THE SURVIVING COMPANY, AND BY UPB S.A.,
AS THE ACQUIRED COMPANY, TOGETHER WITH THE RESPECTIVE
PERTINENT DOCUMENTS, AND WITH UPB S.A.'S INCORPORATION
 OPERATION APPROVAL

PROPOSAL #2.2: APPROVAL OF THE APPOINTMENT OF A ISSUER NO N/A N/A
SPECIALIZED COMPANY TO EVALUATE AND APPROVE THE
RESPECTIVE ASSESSMENT REPORT ELABORATED FOR THE UPB
S.A. INCORPORATION OPERATION, UNDER THE TERMS OF 1 AND
 3 OF ARTICLE 227, LAW NO. 6.404/76

PROPOSAL #3.1: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A
SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
 EXCHANGE, RESULTING IN THE FREE DISTRIBUTION OF 1 NEW
 SHARE OF THE SAME TYPE FOR EVERY 1 SHARE HELD ON 25
APR 2008

PROPOSAL #3.2: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A
SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
 EXCHANGE, RESULTING IN THE FREE DISTRIBUTION OF 1 NEW
 ADR OF THE SAME TYPE FOR EVERY 1 SHARE HELD ON 25 APR
 2008

PROPOSAL #3.3: APPROVAL OF THE PROPOSAL TO SPLIT THE ISSUER NO N/A N/A

SHARES THAT REPRESENT THE JOINT STOCK BY 100%, BOTH
FOR THE SHARES TRADED AT BOVESPA, AND FOR THOSE THAT
ARE CONNECTED TO THE ADRS TRADED AT THE NEW YORK STOCK
 EXCHANGE, RESULTING IN THE REQUIRED CHANGES TO THE
WORDING OF ARTICLE 4 OF THE COMPANY'S ARTICLES OF
INCORPORATION; IT MUST BE HIGHLIGHTED THAT THE
RELATIONSHIP BETWEEN THE AMERICAN DEPOSITARY RECEIPTS
(ADRS) AND THE CORRESPONDING SHARES OF EACH TYPE WILL


BE MAINTAINED, REMAINING AT 2 SHARES FOR 1 ADR

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #I.: THE BOARD OF DIRECTORS ANNUAL REPORT, ISSUER NO N/A N/A
THE FINANCIAL STATEMENTS AND FINANCE COMMITTEE REPORT
RELATING TO FY OF 2007

PROPOSAL #II.: BUDGET OF CAPITAL, RELATIVE TO THE ISSUER NO N/A N/A
EXERCISE 2008

PROPOSAL #III.: DESTINATION OF THE YEAR END RESULTS OF ISSUER NO N/A N/A
 2007

PROPOSAL #IV.: TO ELECT THE MEMBERS OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS

PROPOSAL #V.: TO ELECT THE PRESIDENT OF THE BOARD OF ISSUER NO N/A N/A
DIRECTORS

PROPOSAL #VI.: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR FOR
COMMITTEE AND RESPECTIVE SUBSTITUTES

PROPOSAL #VII.: TO SET THE REMUNERATION OF THE ISSUER NO N/A N/A
DIRECTORS AND THE FULL MEMBERS OF THE COMMITTEE AS
WELL AS THEIR SHARE IN PROFITS, IN THE MANNER PROVIDED
 BY ARTICLES 41 AND 56 OF THE COMPANY BY-LAWS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #A.1: RECEIVE THE BOARD OF DIRECTORS ANNUAL ISSUER YES FOR FOR
REPORT, THE FINANCIAL STATEMENTS AND FINANCE COMMITTEE
 REPORT RELATING TO THE FY OF 2007

PROPOSAL #A.2: APPROVE THE BUDGET CAPITAL, RELATIVE TO ISSUER YES FOR FOR
 THE EXERCISE 2008

PROPOSAL #A.3: APPROVE THE DESTINATION OF THE YE ISSUER YES FOR FOR
RESULTS OF 2007

PROPOSAL #A.4: ELECT THE MEMBERS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #A.5: ELECT THE PRESIDENT OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS

PROPOSAL #A.6: ELECT THE MEMBERS OF THE FINANCE ISSUER YES FOR FOR
COMMITTEE AND RESPECTIVE SUBSTITUTES

PROPOSAL #A.7: APPROVE TO SET THE REMUNERATION OF THE ISSUER YES FOR FOR
DIRECTORS AND THE FULL MEMBERS OF FINANCE COMMITTEE AS
 WELL AS THEIR SHARE IN PROFITS, IN THE MANNER
PROVIDED BY ARTICLES 41 AND 56 OF THE COMPANY BYLAWS

PROPOSAL #E.1: APPROVE THE INCREASE OF THE SHARE ISSUER YES FOR FOR
CAPITAL BY THE INCORPORATION OF PART OF THECAPITAL
RESERVES AND OF THE PROFIT RESERVES, IN THE AMOUNT OF
BRL 26,323,000,000.00, INCREASING THE SHARE CAPITAL
FROM BRL 52,644,000,000.00 TO BRL 78,967,000,000.00,
WITH OUT CHANGING THE NUMBER OF COMMON AND PREFERRED
SHARES, IN ACCORDANCE WITH ARTICLE 40, III OF THE
CORPORATE BYLAWS OF THE COMPANY, AND THE CONSEQUENT
AMENDMENT OF THE WORDING OF ARTICLE 4 OF THE MENTIONED
 BYLAWS

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #I.: APPROVE THE ALIENATION OF CONTROL OF THE ISSUER YES FOR FOR
 SUBSIDIARY OF PETROBRAS, DAP EAN PARTICIPACOES S.A.,
THROUGH THE MERGER BY THIS COMPANY OF FASCIATUS
PARTICIPACOES S.A. WHICH TRANSACTION IS INSERTED
WITHIN THE FRAMEWORK OF THE INVESTMENT AGREEMENT
SIGNED AMONG PETROBRAS, PETROBRAS QUIMICA S.A.
PETROQUISA AND UNIPAR UNIAO DE INDUSTRIAS
PETROQUIMICAS S.A., FOR THE CREATION OF A
PETROCHEMICAL COMPANY, IN ACCORDANCE WITH THE MATERIAL
 FACT OF 30 NOV 2007
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PETROLEO BRASILEIRO SA PETROBRAS
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: TO APPROVE THE SALE OF CONTROLLING STAKE ISSUER NO N/A N/A
 IN PETROBRAS DAPEAN PARTICIPACOES SATO FASCIATUS
PARTICIPACOES SA, IN ACCORDANCE WITH THE INVESTMENT
AGREEMENT SIGNED BETWEEN THE COMPANY, PETROQUISA, AND
UNIPAR, TO CREATE A NEW PETROCHEMICAL COMPANY
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: POLSKI KONCERN NAFTOWY ORLEN S A
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/6/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A

PROPOSAL #2.: ELECT THE CHAIRMAN ISSUER NO N/A N/A

PROPOSAL #3.: ACKNOWLEDGE THE PROPER CONVENING OF THE ISSUER NO N/A N/A
MEETING AND ITS ABILITY TO ADOPT RESOLUTIONS

PROPOSAL #4.: APPROVE THE AGENDA ISSUER NO N/A N/A

PROPOSAL #5.: ELECT THE SCRUTINY COMMISSION ISSUER NO N/A N/A

PROPOSAL #6.: APPROVE TO REVISE THE MANAGEMENT BOARD ISSUER NO N/A N/A
REPORT ON THE COMPANY ACTIVITIES, THE FINANCIAL
STATEMENT AND THE PROFIT DISTRIBUTION FOR 2007

PROPOSAL #7.: APPROVE TO REVISE THE MANAGEMENT BOARD ISSUER NO N/A N/A
REPORT ON THE CAPITAL GROUP ACTIVITIESAND THE
CONSOLIDATED FINANCIAL STATEMENT FOR 2007

PROPOSAL #8.: APPROVE TO REVISE THE SUPERVISORY BOARD ISSUER NO N/A N/A
REPORT

PROPOSAL #9.: APPROVE THE MANAGEMENT BOARD REPORT ON ISSUER NO N/A N/A
THE COMPANY ACTIVITIES, THE FINANCIAL STATEMENT FOR
2007

PROPOSAL #10.: APPROVE THE MANAGEMENT BOARD REPORT ON ISSUER NO N/A N/A



THE CAPITAL GROUP ACTIVITIES AND THE CONSOLIDATED
FINANCIAL STATEMENT FOR 2007

PROPOSAL #11.: ADOPT THE RESOLUTION ON PROFIT ISSUER NO N/A N/A
DISTRIBUTION FOR 2007

PROPOSAL #12.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
MANAGEMENT BOARD FROM THEIR DUTIES COMPLETED IN 2007

PROPOSAL #13.: GRANT DISCHARGE TO THE MEMBERS OF THE ISSUER NO N/A N/A
SUPERVISORY BOARD FROM THEIR DUTIES COMPLETED IN 2007

PROPOSAL #14.: APPOINT NEW MEMBERS OF THE SUPERVISORY ISSUER NO N/A N/A
BOARD

PROPOSAL #15.: CLOSING OF THE MEETING ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: POLSKI KONCERN NAFTOWY ORLEN S A
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/13/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPENING OF THE MEETING ISSUER NO N/A N/A

PROPOSAL #2.: APPOINT THE MEETING'S CHAIRMAN ISSUER NO N/A N/A

PROPOSAL #3.: APPROVE THE STATING IF THE MEETING HAS ISSUER NO N/A N/A
BEEN CONVENED IN CONFORMITY OF REGULATIONS AND
ASSUMING ITS CAPABILITY TO PASS VALID RESOLUTIONS

PROPOSAL #4.: APPROVE THE AGENDA ISSUER NO N/A N/A

PROPOSAL #5.: APPOINT THE VOTING COMMISSION ISSUER NO N/A N/A

PROPOSAL #6.: ADOPT THE RESOLUTION CONCERNING CHANGES ISSUER NO N/A N/A
AMONG THE SUPERVISORY BOARD'S MEMBERS

PROPOSAL #7.: CLOSURE OF THE MEETING ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PRIDE INTERNATIONAL, INC.
 TICKER: PDE CUSIP: 74153Q102
 MEETING DATE: 5/19/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DAVID A.B. BROWN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH M. BURKE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ARCHIE W. DUNHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID A. HAGER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANCIS S. KALMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RALPH D. MCBRIDE ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: ROBERT G. PHILLIPS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LOUIS A. RASPINO ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE COMPANY'S AMENDED AND ISSUER YES FOR FOR
RESTATED 2004 DIRECTORS STOCK INCENTIVE PLAN.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PT BUMI RESOURCES TBK
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE TO REVISE THE PURCHASE PRICE OF ISSUER YES FOR FOR
TAKEOVER TRANSACTION, THROUGH ITS WHOLLY OWNED
SUBSIDIARY, CALIPSO INVESTMENT PTE, LTD, A COMPANY
INCORPORATED UNDER THE LAWS OF SINGAPORE OVER HERALD
RESOURCE LIMITED ?HR? SHARES, A COMPANY INCORPORATED
IN AUSTRALIA AND LISTED IN AUSTRALIAN STOCK EXCHANGE,
ACCORDING TO AUSTRALIAN CAPITAL MARKET REGULATIONS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PT BUMI RESOURCES TBK
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/12/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #A.1: APPROVE THE COMPANY'S PERFORMANCE ISSUER YES FOR FOR
REPORT 2007

PROPOSAL #A.2: RATIFY THE FINANCIAL STATEMENT 2007 ISSUER YES FOR FOR

PROPOSAL #A.3: APPROVE THE PROFIT ALLOCATION ISSUER YES FOR FOR

PROPOSAL #A.4: APPOINT THE PUBLIC ACCOUNTANT FOR ISSUER YES FOR FOR
FINANCIAL REPORT 2008

PROPOSAL #A.5: APPROVE THE BONUS AND REMUNERATION TO ISSUER YES FOR FOR
THE BOARD OF DIRECTOR AND COMMISSIONER

PROPOSAL #E.1: APPROVE TO CHANGE THE ARTICLES OF ISSUER YES FOR FOR
ASSOCIATION TO COMPLY WITH THE UU NO. 40 TH 2007

PROPOSAL #E.2: GRANT AUTHORITY TO BUY BACK COMPANY'S ISSUER YES AGAINST AGAINST
SHARE
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: PTT PUBLIC COMPANY LIMITED
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/11/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE MINUTES OF THE EGM OF ISSUER YES FOR FOR
SHAREHOLDERS NO.1/2007 HELD ON 13 SEP 2007

PROPOSAL #2.: APPROVE THE PTT'S 2007 OPERATING RESULTS ISSUER YES FOR FOR
 AND THE AUDITED BALANCE SHEET AND THE INCOME
STATEMENTS FOR THE YE 31 DEC 2007

PROPOSAL #3.: APPROVE THE ALLOCATION OF INCOME AND ISSUER YES FOR FOR
PAYMENT OF FINAL DIVIDEND OF THB 6.50 PER SHARE

PROPOSAL #4.1: RE-ELECT DR. AMPON KITTIAMPON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #4.2: ELECT DR. SUCHART THADA-THAMRONGVECH AS ISSUER YES FOR FOR
 A DIRECTOR

PROPOSAL #4.3: ELECT DR. NARIS CHAIYASOOT AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4.4: ELECT MR. CHULAYUTH HIRUNYAVASIT AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #4.5: ELECT MR. NONTIGORN KANCHANACHITRA AS A ISSUER YES FOR FOR
 DIRECTOR

PROPOSAL #5.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR PTT'S BOARD OF DIRECTORS FOR THE YEAR 2008

PROPOSAL #6.: APPOINT THE AUDITOR AND APPROVE TO ISSUER YES FOR FOR
DETERMINE ITS REMUNERATION FOR THE YEAR 2008

PROPOSAL #7.: ACKNOWLEDGE THE COMPANY'S COMPLIANCE ISSUER YES FOR FOR
WITH THE JUDGMENT OF THE SUPREME ADMINISTRATIVE COURT
IN A CASE RELATING TO PETITION REQUESTING FOR
REVOCATION OF THE ROYAL DECRESS RELATING TO THE
CORPORATIZATION OF PETROLEUM AUTHORITY OF THAILAND TO
BE PTT PLC.

PROPOSAL #8.: OTHER BUSINESS ?IF ANY? ISSUER YES AGAINST AGAINST

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: QUESTAR CORPORATION
 TICKER: STR CUSIP: 748356102
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: PHILLIPS S. BAKER, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L. RICHARD FLURY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRUCE A. WILLIAMSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES A. HARMON ISSUER YES WITHHOLD AGAINST

PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTING ISSUER YES FOR FOR
FIRM

PROPOSAL #03: DECLASSIFICATION OF BOARD OF DIRECTORS SHAREHOLDER YES FOR N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: RELIANCE INDS LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 6/12/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE AND ADOPT THE AUDITED BALANCE ISSUER YES FOR FOR
SHEET AS AT 31 MAR 2008, THE PROFIT ANDLOSS ACCOUNT
FOR THE YE ON THAT DATE AND THE REPORTS OF THE BOARD
OF DIRECTORS AND AUDITORS THEREON

PROPOSAL #2.: APPROVE DIVIDEND OF INR 13.00 PER SHARE ISSUER YES FOR FOR

PROPOSAL #3.1: RE-APPOINT MR. R.H. AMBANI AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.2: RE-APPOINT MR. S. VENKITARAMANAN AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #3.3: RE-APPOINT MR. A. MISRA AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3.4: RE- APPOINT MR. N.R. MESWANI AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #4.: APPOINT MESSRS. CHATURVEDI AND SHAH, ISSUER YES FOR FOR
CHARTERED ACCOUNTANTS, M/S. DELOITTE HASKINS AND
SELLS, CHARTERED ACCOUNTANTS, AND M/S. RAJENDRA AND
COMPANY, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE
 COMPANY, TO HOLD OFFICE FROM THE CONCLUSION OF THIS
AGM UNTIL THE CONCLUSION OF THE NEXT AGM OF THE
COMPANY ON SUCH REMUNERATION AS SHALL BE FIXED BY THE
BOARD OF DIRECTORS

PROPOSAL #5.: APPROVE, IN ACCORDANCE WITH THE ISSUER YES FOR FOR
PROVISIONS OF SECTIONS 198, 269, 309 AND 317 READ WITH
 SCHEDULE XIII AND ALL OTHER APPLICABLE PROVISIONS, IF
 ANY, OF THE COMPANIES ACT 1956 OR ANY STATUTORY
MODIFICATION(S) OR RE-ENACTMENT THEREOF, RE-APPOINT
SHRI MUKESH D. AMBANI, AS A MANAGING DIRECTOR OF THE
COMPANY, FOR A PERIOD OF 5 YEARS WITH EFFECT FROM 19
APR 2009, ON THE TERMS AND CONDITIONS INCLUDING
REMUNERATION AS SPECIFIED, THE BOARD OF DIRECTORS
?HEREINAFTER REFERRED TO AS THE BOARD WHICH TERM SHALL
 BE DEEMED TO INCLUDE ANY COMMITTEE OF THE BOARD
CONSTITUTED TO EXERCISE ITS POWERS, INCLUDING THE
POWERS CONFERRED BY THIS RESOLUTION? TO ALTER AND VARY
 THE TERMS AND CONDITIONS AND/OR REMUNERATION, SUBJECT
 TO THE SAME NOT EXCEEDING THE LIMITS SPECIFIED UNDER
SCHEDULE XIII TO THE COMPANIES ACT, 1956 OR ANY
STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF; AND
 AUTHORIZE THE BOARD TO TAKE ALL SUCH STEPS AS MAY BE
NECESSARY, PROPER OR EXPEDIENT TO GIVE TO THIS
RESOLUTION

PROPOSAL #6.: APPROVE, IN ACCORDANCE WITH THE ISSUER YES FOR FOR
PROVISIONS OF SECTIONS 198, 269, 309 AND 317 READ WITH
 SCHEDULE XIII AND ALL OTHER APPLICABLE PROVISIONS, IF
 ANY, OF THE COMPANIES ACT, 1956 OR ANY STATUTORY
MODIFICATION(S) OR RE-ENACTMENT THEREOF, RE-APPOINT
SHRI NIKHIL R. MESWANI, AS A WHOLE-TIME DIRECTOR,
DESIGNATED AS EXECUTIVE DIRECTOR OF THE COMPANY, FOR A
 PERIOD OF 5 YEARS WITH EFFECT FROM 01 JUL 2008, ON
THE TERMS AND CONDITIONS INCLUDING REMUNERATION AS
SPECIFIED, THE BOARD OF DIRECTORS ?HEREINAFTER
REFERRED TO AS THE BOARD WHICH TERM SHALL BE DEEMED TO
 INCLUDE ANY COMMITTEE OF THE BOARD CONSTITUTED TO
EXERCISE ITS POWERS, INCLUDING THE POWERS CONFERRED BY
 THIS RESOLUTION? TO ALTER AND VARY THE TERMS AND
CONDITIONS AND I OR REMUNERATION, SUBJECT TO THE SAME
NOT EXCEEDING THE LIMITS SPECIFIED UNDER SCHEDULE XIII
 TO THE COMPANIES ACT, 1956 OR ANY STATUTORY
MODIFICATION(S) OR RE-ENACTMENT THEREOF; AND AUTHORIZE
 THE BOARD TO TAKE ALL SUCH STEPS AS MAY BE NECESSARY
PROPER OR EXPEDIENT TO GIVE TO THIS RESOLUTION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: REPSOL YPF S A
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/13/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE ANNUAL ACCOUNTS, MANAGEMENT ISSUER YES FOR FOR
REPORT AND APPLICATION OF EARNINGS, ALL FOR THE YE 31
DEC 2007

PROPOSAL #2.: APPROVE THE MODIFICATION OF ARTICLE 49 ISSUER YES FOR FOR
OF BY LAWS

PROPOSAL #3.1: ELECT MR. ISIDRE FAINE CASAS AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #3.2: ELECT MR. JUAN MARIA NIN GENOVA AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #4.: APPOINT THE ACCOUNTS AUDITORS ISSUER YES FOR FOR

PROPOSAL #5.: AUTHORIZE THE BOARD FOR THE ACQUISITION ISSUER YES FOR FOR
OF OWN SHARES, OVERRULING THE AGREEMENT REACHED IN THE
 GM OF 09 MAY 2007

PROPOSAL #6.: AUTHORIZE THE BOARD OT RATIFY AND ISSUER YES FOR FOR
EXECUTE APPROVED RESOLUTIONS

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: REPSOL YPF, S.A.
 TICKER: REP CUSIP: 76026T205
 MEETING DATE: 5/14/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE ANNUAL FINANCIAL ISSUER YES FOR FOR
STATEMENTS AND THE MANAGEMENT REPORT OF REPSOL YPF,
S.A.

PROPOSAL #02: AMENDMENT OF THE ARTICLES OF ASSOCIATION. ISSUER YES FOR FOR

PROPOSAL #3A: RATIFICATION AND APPOINTMENT AS DIRECTOR ISSUER YES FOR FOR
 OF MR. ISIDRE FAINE CASAS.

PROPOSAL #3B: RATIFICATION AND APPOINTMENT AS DIRECTOR ISSUER YES FOR FOR
 OF MR. JUAN MARIA NIN GENOVA.

PROPOSAL #04: APPOINTMENT OF THE ACCOUNTS AUDITOR OF ISSUER YES FOR FOR
REPSOL YPF, S.A. AND OF ITS CONSOLIDATED GROUP.

PROPOSAL #05: AUTHORISATION TO THE BOARD OF DIRECTORS ISSUER YES FOR FOR
FOR THE DERIVATIVE ACQUISITION OF SHARES OF REPSOL
YPF, S.A.

PROPOSAL #06: DELEGATION OF POWERS TO SUPPLEMENT, ISSUER YES FOR FOR
DEVELOP, EXECUTE, RECTIFY AND FORMALIZE THE
RESOLUTIONS ADOPTED BY THE GENERAL MEETING.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ROWAN COMPANIES, INC.
 TICKER: RDC CUSIP: 779382100
 MEETING DATE: 6/6/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: D.F. MCNEASE ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: LORD MOYNIHAN ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: R.G. CROYLE ISSUER YES FOR FOR

PROPOSAL #02: THE RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ROYAL DUTCH SHELL PLC
 TICKER: RDSB CUSIP: 780259107
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ADOPTION OF ANNUAL REPORT & ACCOUNTS ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #03: ELECTION OF DR. JOSEF ACKERMANN AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #04: RE-ELECTION OF SIR PETER JOB AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #05: RE-ELECTION OF LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #06: RE-ELECTION OF PETER VOSER AS A DIRECTOR ISSUER YES FOR FOR
 OF THE COMPANY

PROPOSAL #07: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR

PROPOSAL #08: REMUNERATION OF AUDITORS ISSUER YES FOR FOR

PROPOSAL #09: AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR

PROPOSAL #10: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR

PROPOSAL #11: AUTHORITY TO PURCHASE OWN SHARES ISSUER YES FOR FOR

PROPOSAL #12: AUTHORITY FOR CERTAIN DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE

PROPOSAL #13: AMENDMENTS TO LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR

PROPOSAL #14: AMENDMENTS TO RESTRICTED SHARE PLAN ISSUER YES FOR FOR

PROPOSAL #15: ADOPTION OF NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ROYAL DUTCH SHELL PLC
 TICKER: RDSB CUSIP: 780259206
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ADOPTION OF ANNUAL REPORT & ACCOUNTS ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF REMUNERATION REPORT ISSUER YES FOR FOR

PROPOSAL #03: ELECTION OF DR. JOSEF ACKERMANN AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #04: RE-ELECTION OF SIR PETER JOB AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #05: RE-ELECTION OF LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #06: RE-ELECTION OF PETER VOSER AS A DIRECTOR ISSUER YES FOR FOR
 OF THE COMPANY

PROPOSAL #07: RE-APPOINTMENT OF AUDITORS ISSUER YES FOR FOR

PROPOSAL #08: REMUNERATION OF AUDITORS ISSUER YES FOR FOR

PROPOSAL #09: AUTHORITY TO ALLOT SHARES ISSUER YES FOR FOR

PROPOSAL #10: DISAPPLICATION OF PRE-EMPTION RIGHTS ISSUER YES FOR FOR

PROPOSAL #11: AUTHORITY TO PURCHASE OWN SHARES ISSUER YES FOR FOR

PROPOSAL #12: AUTHORITY FOR CERTAIN DONATIONS AND ISSUER YES FOR FOR
EXPENDITURE

PROPOSAL #13: AMENDMENTS TO LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR

PROPOSAL #14: AMENDMENTS TO RESTRICTED SHARE PLAN ISSUER YES FOR FOR

PROPOSAL #15: ADOPTION OF NEW ARTICLES OF ASSOCIATION ISSUER YES FOR FOR

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ROYAL DUTCH SHELL PLC, LONDON
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE THE COMPANY'S ANNUAL ACCOUNTS ISSUER YES FOR FOR
FOR THE FINANCIAL YEAR ENDED 31 DEC 2007, TOGETHER
WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT ON
 THOSE ACCOUNTS

PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007, AS SPECIFIED

PROPOSAL #3.: ELECT DR. JOSEF ACKERMANN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY EFFECT FROM 21 MAY 2008

PROPOSAL #4.: RE-ELECT SIR. PETER JOB AS A DIRECTOR OF ISSUER YES FOR FOR
 THE COMPANY

PROPOSAL #5.: RE-ELECT MR. LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #6.: RE-ELECT MR. PETER VOSTER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
 THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF
THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID

PROPOSAL #8.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS FOR 2008

PROPOSAL #9.: AUTHORIZE THE BOARD, IN SUBSTITUTION FOR ISSUER YES FOR FOR
 ALL EXISTING AUTHORITY TO EXTENT UNUSED, TO ALLOT
RELEVANT SECURITIES ?SECTION 80 OF THE COMPANIES ACT
1985?, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 147
MILLION; ?AUTHORITY EXPIRES THE EARLIER OF THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 19 AUG
2009?; AND THE BOARD MAY ALLOT RELEVANT SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY

PROPOSAL #S.10: AUTHORIZE THE BOARD , PURSUANT TO ISSUER YES FOR FOR



SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES ?WITHIN THE MEANING OF SECTION 94 OF THE
SAID ACT? FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
 BY THE PREVIOUS RESOLUTION AND/OR WHERE SUCH
ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 94(3A) OF THE SAID ACT
 AS IF SUB-SECTION (1) OF SECTION 89 OF THE SAID ACT
DID NOT APPLY TO ANY SUCH ALLOTMENT, PROVIDED THAT
THIS POWER SHALL BE LIMITED TO: ?A? THE ALLOTMENT OF
EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE,
OPEN OFFER OR ANY OTHER PER-EMPTIVE OFFER IN FAVOUR OF
 HOLDERS OF ORDINARY SHARES ?EXCLUDING TREASURY
SHARES? WHERE THEIR EQUITY SECURITIES RESPECTIVELY
ATTRIBUTABLE TO THE INTERESTS OF SUCH ORDINARY
SHAREHOLDERS ON A FIXED RECORD DATE ARE PROPORTIONATE
?AS NEARLY AS MAY BE? TO THE RESPECTIVE NUMBERS OF
ORDINARY SHARES HELD BY THEM ?AS THE CASE MAY BE?
?SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS
THE BOARD MAY DEEM NECESSARY OR EXPEDIENT TO DEAL WITH
 FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL
PROBLEMS ARISING IN ANY OVERSEAS TERRITORY, THE
REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE
OR ANY OTHER MATTER WHATSOEVER?: AND ?B? THE ALLOTMENT
 ?OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (A) ABOVE?
OF EQUITY SECURITIES UP TO AN AGGREGATE NOMINAL VALUE
OF EUR 22 MILLION; ?AUTHORITY EXPIRES AT THE EARLIER
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 19 AUG
2009?, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT
REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE BOARD MAY ALLOT EQUITY SECURITIES IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE
POWER CONFERRED HEREBY HAD NOT EXPIRED

PROPOSAL #S.11: AUTHORIZE THE COMPANY, TO MAKE MARKET ISSUER YES FOR FOR
PURCHASES ?SECTION 163 OF THE COMPANIES ACT 1985? OF
UP TO 6 MILLION ORDINARY SHARES OF EUR 0.07 EACH IN
THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF EUR
0.07 PER SHARE AND NOT MORE THAN 5% ABOVE THE AVERAGE
MARKET VALUE OF THOSE SHARES, OVER THE PREVIOUS 5
BUSINESS DAYS BEFORE THE PURCHASE IS MADE AND THE
STIPULATED BY ARTICLE 5(1) OF COMMISSION REGULATION
(EC) NO. 2273/2003; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 09
AUG 2009?; MAY MAKE A CONTRACT TO PURCHASE ORDINARY
SHARES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY, IN EXECUTING THIS AUTHORITY, THE
COMPANY MAY PURCHASE SHARES USING ANY CURRENCY,
INCLUDING POUNDS STERLING, US DOLLARS AND EUROS

PROPOSAL #12.: AUTHORIZE, IN ACCORDANCE WITH SECTION ISSUER YES FOR FOR
366 OF THE COMPANIES ACT 2006 AND IN SUBSTITUTION FOR
ANY PREVIOUS AUTHORITIES GIVEN TO THE COMPANY ?AND ITS
 SUBSIDIARIES?, THE COMPANY ?AND ALL COMPANIES THAT
ARE SUBSIDIARIES OF THE COMPANY AT ANY TIME DURING THE
 PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT? (A)
MAKE POLITICAL DONATIONS TO POLITICAL ORGANIZATIONS
OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 200,000
 IN TOTAL PER ANNUM: AND (B) INCUR POLITICAL
EXPENDITURE NOT EXCEEDING GBP 200,000 IN TOTAL PER
ANNUM; ?AUTHORITY EXPIRES AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 19 AUG 2009?, IN THIS
RESOLUTION, THE TERMS POLITICAL DONATION ,
POLITICAL EXPENDITURE HAVE THE MEANINGS GIVEN TO THEM
 BY SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006

PROPOSAL #13.: APPROVE THE REVISED INDIVIDUAL LIMIT ISSUER YES FOR FOR
UNDER THE LONG-TERM INCENTIVE PLAN THAT UNDER THE
LONG-TERM INCENTIVE PLAN A CONDITIONAL AWARD OF FREE
ROYAL DUTCH SHELL SHARES CAN BE MADE TO ANY
PARTICIPANT IN ANY ONE YEAR, WITH A FACE VALUE AT
GRANT EQUAL TO UP TO FOUR TIMES BASE SALARY

PROPOSAL #14.: APPROVE TO EXTEND PARTICIPATION IN ISSUER YES ABSTAIN AGAINST
RESTRICTED SHARE PLAN AWARDS TO EXECUTIVE DIRECTORS

PROPOSAL #S.15: ADOPT THE ARTICLES OF ASSOCIATION ISSUER YES FOR FOR
PRODUCED TO THE MEETING AND INITIALED BY THE CHAIRMAN
OF THE MEETING FOR THE PURPOSE OF IDENTIFICATION BE AS
 THE ARTICLES OF ASSOCIATION OF THE COMPANY IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE
EXISTING ARTICLES OF ASSOCIATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: ROYAL DUTCH SHELL PLC, LONDON
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE THE COMPANY'S ANNUAL ACCOUNTS OF ISSUER YES FOR FOR
 THE FYE 31 DEC 2007 TOGETHER WITH THE DIRECTORS
REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS

PROPOSAL #2.: APPROVE THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE 31 DEC 2007 AS SPECIFIED

PROPOSAL #3.: ELECT DR. JOSEF ACKERMANN AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #4.: RE-ELECT SIR. PETER JOB AS A DIRECTOR OF ISSUER YES FOR FOR
 THE COMPANY

PROPOSAL #5.: RE-ELECT MR. LAWRENCE RICCIARDI AS A ISSUER YES FOR FOR
DIRECTOR OF THE COMPANY

PROPOSAL #6.: RE-ELECT MR. PETER VOSER AS A DIRECTOR ISSUER YES FOR FOR
OF THE COMPANY

PROPOSAL #7.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
 THE AUDITORS OF THE COMPANY FROM THECONCLUSION OF
THIS MEETING UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING BEFORE WHICH ACCOUNTS ARE LAID

PROPOSAL #8.: AUTHORIZE THE BOARD TO SETTLE THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS FOR 2008

PROPOSAL #9.: AUTHORIZE THEBOARD, IN SUBSTITUTION FOR ISSUER YES FOR FOR
ANY EXISTING AUTHORITY AND FOR THE PURPOSE OF SECTION
80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT
SECURITIES ?SECTION 80(2)? UP TO AN AGGREGATE NOMINAL
AMOUNT OF EUR 147 MILLION; ?AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
NEXT YEAR OR 19 AUG 2009?; AND THE BOARD MAY ALLOT
RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
 IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR
 TO SUCH EXPIRY

PROPOSAL #S.10: AUTHORIZE THE BOARD AND PURSUANT TO ISSUER YES FOR FOR



SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY
SECURITIES SECTION 94 OF THE SAID ACT FOR CASH
PURSUANT TO THE AUTHORITY CONFERRED BY PREVIOUS
RESOLUTION, ?SECTION 94?3A?? OF THE SAID ACT AS IF
SUB- SECTION?1? OF SECTION 89 OF THE SAID ACT,
DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES A) IN CONNECTION WITH A RIGHTS ISSUE, OPEN
OFFER OR OTHER OFFERS IN FAVOR OF ORDINARY
SHAREHOLDERS; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT
 OF EUR 22 MILLION; ?AUTHORITY EXPIRES THE EARLIER OF
THE CONCLUSION OF THE AGM OF THE COMPANY ON 19 AUG
2009?; AND, THE BOARD TO ALLOT EQUITY SECURITIES AFTER
 THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN
OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY

PROPOSAL #S.11: UTHORIZE THE COMPANY, FOR THE PURPOSE ISSUER YES FOR FOR
OF SECTION 163 OF THE COMPANIES ACT 1985, TO MAKE
MARKET PURCHASES OF UP TO 631 MILLION ORDINARY SHARES
OF EUR 0.07 EACH IN THE CAPITAL OF THE COMPANY, AT
PRICES OF NOT LESS THAN EUR 0.07 PER SHARE, NOT MORE
THAN THE HIGHER OF AND UP TO 5% ABOVE THE AVERAGE
MARKET VALUE OF THOSE SHARES FOR THE 5 BUSINESS DAYS
BEFORE THE PURCHASE IS MADE AND STIPULATED BY ARTILCE
5 (1) OF COMMISSION REGULATION?EC? NO. 2273/2003;
?AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF
THE NEXT AGM OF THE COMPANY OR19 AUG 2009?; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE SUCH SHARES WHICH WOULD OR MIGHT BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY IN EXECUTING THIS
AUTHORITY, THE COMPANY MAY PURCHASE SHARES USING ANY
CURRENCY, INCLUDING POUNDS STERLING, US DOLLARS AND
EUROS

PROPOSAL #12.: AUTHORIZE THE COMPANY, IN ACCORDANCE ISSUER YES FOR FOR
WITH SECTION 366 OF THE COMPANIES ACT 2006 AND IN
SUBSTITUTION FOR ANY PREVIOUS AUTHORITIES GIVEN TO THE
 COMPANY?AND ITS SUBSIDARIES? THE COMPANY ?AND ALL
COMPANIES THAT ARE SUBSIDIARIES OF THE COMPANY AT ANY
TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT? TO AMKE POLITICAL DONATIONS TO POLITICAL
ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT
EXCEEDING GBP 200,000 IN TOTAL PER ANNUM,?AUTHORITY
EXPIRES THE EARLIER AT THE CONCLUSION OF THE NEXT AGM
OF THE COMPANYOR WITH THE DATE OF THE PASSING OF THIS
RESOLUTION AND ENDING ON 19 AUG 2009?, THE TERMS
POLITICAL DONATION, POLITICAL PARTIES, POLITICAL
ORGANISATION AND POLITICAL EXPENDITURE HAVE THE
MEANINGS GIVEN TO THEM BY SECTION 363 TO 365 OF THE
COMPANIES ACT 2006

PROPOSAL #13.: APPROVE THE REVISED INDIVIDUAL LIMIT ISSUER YES FOR FOR
UNDER THE LONG-TERM INCENTIVE PLAN AS SPECIFIED

PROPOSAL #14.: APPROVE THE EXTENDING PARTICIPATION IN ISSUER YES ABSTAIN AGAINST
RESTRICTED SHARE PLAN AWARDS TO EXECUTIVE DIRECTORS

PROPOSAL #S.15: ADOPT THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION
OF, THE EXISTING ARTILCES OF ASSOCIATION AND
INITIALLED BY THE CHAIRMAN OF THE MEETING FOR THE
PURPOSE OF INDENTIFICATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SANTOS LTD, ADELAIDE SA
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/2/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT FOR THE YE ISSUER NO N/A N/A
31 DEC 2007 AND THE REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON

PROPOSAL #2.A: RE-ELECT MR. PETER ROLAND COATES AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH RULE 34?B? OF
 THE COMPANY'S CONSTITUTION

PROPOSAL #2.B: RE-ELECT MR. KENNETH ALFRED DEAN AS A ISSUER YES FOR FOR
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
RULE 34?C? OF THE COMPANY'S CONSTITUTION

PROPOSAL #2.C: RE-ELECT MR. RICHARD MICHAEL HARDING AS ISSUER YES FOR FOR
 A DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE
WITH RULE 34?C? OF THE COMPANY'S CONSTITUTION

PROPOSAL #3.: ADOPT THE REMUNERATION REPORT FOR THE ISSUER YES FOR FOR
YE31 DEC 2007

PROPOSAL #4.: APPROVE THAT, PURSUANT TO RULE 36?A? OF ISSUER YES FOR FOR
THE COMPANY'S CONSTITUTION, THE AGGREGATE AMOUNT OF
REMUNERATION THAT MAY BE PAID IN ANY FY TO THE
COMPANY'S NON-EXECUTIVE DIRECTORS BE INCREASED FROM
AUD 1,5000,000 TO AUD 2,100,000, WITH EFFECT FROM 01
JAN 2008
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SASOL LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 11/30/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL FINANCIAL ISSUER YES FOR FOR
 STATEMENTS OF THE COMPANY AND OF THEGROUP FOR THE YE
30 JUN 2007, TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS

PROPOSAL #2.1: RE-ELECT MR. E. LE R. BRADLEY AS A ISSUER YES AGAINST AGAINST
DIRECTOR, WHO RETIRES IN TERMS OF ARTICLES75(D) AND
75(E) OF THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #2.2: RE-ELECT MR. V.N. FAKUDE AS A DIRECTOR, ISSUER YES FOR FOR
 WHO RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E) OF
THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #2.3: RE-ELECT MR. A. JAIN AS A DIRECTOR, WHO ISSUER YES AGAINST AGAINST
 RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E) OF THE
COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #2.4: RE-ELECT MR. I.N. MKHIZE AS A DIRECTOR, ISSUER YES FOR FOR
 WHO RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E) OF
THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #2.5: RE-ELECT MR. S. MONTSI AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES IN TERMS OF ARTICLES 75(D) AND 75(E) OF
THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #3.: RE-ELECT MR. T.A. WIXLEY AS A DIRECTOR, ISSUER YES FOR FOR
WHO RETIRES IN TERMS OF ARTICLE 75(H)OF THE COMPANY'S
ARTICLES OF ASSOCIATION

PROPOSAL #4.: RE-APPOINT KPMG, INC AS THE AUDITORS ISSUER YES FOR FOR

PROPOSAL #5.S.1: ADOPT TO REPLACE THE AFRIKAANS ISSUER YES FOR FOR
VERSION AS THE OFFICIAL VERSION OF THE MEMORANDUM AND
THE ARTICLES OF ASSOCIATION OF THE COMPANY, WITH
EFFECT FROM THE DATE OF THE ADOPTION OF THIS RESOLUTION

PROPOSAL #6.S.2: AMEND THE ARTICLE 143A OF THE ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION ?WHICH HAVE BEEN ADOPTED IN
TERMS OF SPECIAL RESOLUTION NUMBER 1?, AS SPECIFIED

PROPOSAL #7.S.3: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, IN TERMS OF THE AUTHORITY GRANTED IN ARTICLE
36(A) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO APPROVE THE PURCHASED BY THE COMPANY OR BY ANY OF
ITS SUBSIDIARIES OF THE COMPANY'S SHARES, SUBJECT TO
THE PROVISIONS OF THE COMPANIES ACT OF 1973, AS
AMENDED, AND SUBJECT TO THE RULES AND THE REQUIREMENTS
 OF THE JSE LISTING REQUIREMENTS ?LISTING
REQUIREMENTS?, AS AMENDED, PROVIDED THAT, ANY
REPURCHASES OF SHARES IN TERMS OF THIS AUTHORITY WOULD
 BE EFFECTED THROUGH THE ORDER BOOK OPERATED BY THE
JSE TRADING SYSTEM AND DONE WITHOUT ANY PRIOR
UNDERSTANDING OR ARRANGEMENT BETWEEN THE COMPANY AND
THE COUNTER-PARTY, SUCH REPURCHASES BEING EFFECTED BY
ONLY ONE APPOINTED AGENT OF THE COMPANY AT ANY POINT
IN TIME AND MAY ONLY BE EFFECTED IF AFTER THE
REPURCHASE THE COMPANY STILL COMPLIES WITH THE MINIMUM
 SPREAD REQUIREMENTS OF THE JSE; THE GENERAL AUTHORITY
 SHALL BE LIMITED TO A MAXIMUM OF 10% OF THE COMPANY'S
 ISSUED SHARE CAPITAL OF THE SHARES IN THE APPLICABLE
CLASS AT THE TIME THAT THE AUTHORITY IS GRANTED, AT
THE MAXIMUM PERMITTED DISCOUNT OF 10% OF THE WEIGHTED
AVERAGE OF THE MARKET VALUE OF THE SHARE FOR THE 5
DAYS PRIOR TO THE DATE THAT THE PRICE OF THE ISSUE IS
DETERMINED BY THE DIRECTORS, THE REPURCHASE OF SHARES
MAY ONLY BE EFFECTED DURING A PROHIBITED PERIOD, AS
SPECIFIED, IF THE JSE AMENDS THE LISTING REQUIREMENTS
TO ALLOW REPURCHASES OF SHARES DURING A PROHIBITED
PERIOD OR IF AUTHORIZED TO DO SO BY THE JSE; SUCH
DETAILS AS MAY BE REQUIRED IN TERMS OF THE LISTING
REQUIREMENTS OF THE JSE BE ANNOUNCED WHEN THE COMPANY
OR ITS SUBSIDIARIES HAVE CUMULATIVELY REPURCHASED 3%
OF THE SHARES IN ISSUE AT THE TIME THE AUTHORITY WAS
GIVEN; AND THE GENERAL AUTHORITY MAY BE VARIED OR
REVOKED BY SPECIAL RESOLUTION, PRIOR TO THE NEXT AGM
OF THE COMPANY; ?AUTHORITY EXPIRES THE EARLIER OF THE
NEXT AGM OF THE COMPANY, OR 15 MONTHS?

PROPOSAL #8.O.1: APPROVE TO REVISE THE ANNUAL ISSUER YES FOR FOR
EMOLUMENTS PAYABLE BY THE COMPANY OR SUBSIDIARIES OF
THE COMPANY ?AS SPECIFIED? TO THE NON-EXECUTIVE
DIRECTORS OF THE COMPANY WITH EFFECT FROM 01 JUL 2007
AS SPECIFIED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SASOL LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/16/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.s.1: AMEND THE ARTICLES OF ASSOCIATION OF ISSUER YES FOR FOR
THE COMPANY; BY INSERTING OF 3 NEW ARTICLE, NAMELY
ARTICLES 1?1? ?V? 160 AND 161 AS SPECIFIED

PROPOSAL #2.S.2: APPROVE, SPECIAL RESOLUTION NUMBER 1, ISSUER YES FOR FOR
 CONTAINED IN THE NOTICE ALSO CONTAININGTHIS
RESOLUTION, 28,385,645 OF THE 1,175,000,000 AUTHORIZED
 BUT UNISSUED ORDINARY SHARES OF NO PAR VALUE IN THE
CAPITAL OF THE COMPANY ARE CONVERTED INTO 28,385,646
SASOL PREFERRED ORDINARY SHARES OF NO PAR VALUE,
HAVING THE RIGHTS PRIVILEGES AND CONDITIONS CONTAINED
IN THE NEW ARTICLE 160 OF THE COMPANY'S ARTICLES

PROPOSAL #3.S.3: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION NUMBER1 CONTAINED
IN THE NOTICE ALSO CONTAINING THIS RESOLUTION,
18,923,764, AUTHORIZED BUT UNISSUED ORDINARY SHARES OF
 NO PAR VALUE IN THE CAPITAL OF THE COMPANY ARE
CONVERTED INTO 18,923,764, SASOL BEE ORDINARY SHARES
OF NO PAR VALUE, HAVING THE RIGHTS, PRIVILEGES AND
CONDITIONS CONTAINED IN THE NEW ARTICLE 161 OF THE
COMPANY'S ARTICLES

PROPOSAL #4.S.4: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTIONS NUMBERS 2 AND 3
CONTAINED IN THE NOTICE ALSO CONTAINING THIS
RESOLUTION, THE EXISTING CLAUSE 10(B) OF THE COMPANY'S
 MEMORANDUM OF ASSOCIATION ?MEMORANDUM? IS DELETED AND
 REPLACED WITH THE FOLLOWING PARAGRAPH; (B) THE NUMBER
 OF ORDINARY SHARES WITHOUT PAR VALUE IS: 1,127,690,
590 ORDINARY SHARES OF NO PAR VALUE; 28,385,646
ORDINARY SHARES OF NO PAR VALUE; 18,923,764 SASOL BEE
ORDINARY SHARES OF NO PAR VALUE

PROPOSAL #5.O.1: APPROVE, TO PLACE 1,892,376 ORDINARY ISSUER YES FOR FOR
SHARES IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF
 THE COMPANY ?THE MANAGEMENT TRUST SHARE ALLOCATION?
UNDER THE CONTROL OF THE DIRECTORS OF THE COMPANY AS A
 SPECIFIC AUTHORITY UNDER SECTIONS 221 AND 222 OF THE
COMPANIES ACT SUBJECT TO THE JSE LISTINGS REQUIREMENTS
 TO ALLOT AND ISSUE TO THE TRUSTEES OF THE SASOL
INZALO MANAGEMENT TRUST ?THE MANAGEMENT TRUST? FOR A
CASH CONSIDERATION OF 0,01 ?ONE CENT? PER-ORDINARY
SHARE, OF WHICH MANAGEMENT TRUST THE FOLLOWING WILL BE
 BENEFICIARIES TO THE EXTENT INDICATED AS SPECIFIED

PROPOSAL #6.S.5: AUTHORIZE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION NUMBER 1 CONTAINED IN THE NOTICE
ALSO CONTAINING THIS RESOLUTION, THE COMPANY TO ISSUE
THE MANAGEMENT TRUST SHARE ALLOCATION IN ORDINARY
RESOLUTION NUMBER 1 AT 0,01 ?1%? PER SHARE TO THE
TRUSTEES OF THE SAROL INZALO MANAGEMENT TRUST ?THE
MANAGEMENT TRUST? WHICH IS A PRICE LOWER THAN THE
AMOUNT ARRIVED AT DIVIDING THAT PART OF THE STILLED
CAPITAL CONTRIBUTED BY ALREADY ISSUED SHARES OF THAT
CLASS, BY THE NUMBER OF ISSUED SHARES OF THAT CLASS,
NAMELY 6,34

PROPOSAL #7.S.6: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION NUMBER5 AND THE
PASSING OF ORDINARY RESOLUTION NUMBER 1 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE ISSUE
BY THE COMPANY OF THE MANAGEMENT TRUST SHARE
ALLOCATION IN ORDINARY RESOLUTION NUMBER 1 TO THE
TRUSTEES OF THE MANAGEMENT TRUST, OF WHICH MR.
KANDIMATHIE CHRISTINE RAMON MAY BE A BENEFICIARY WITH
A VESTED RIGHT IN RESPECT OF 25,000 ORDINARY SHARES,
IN ACCORDANCE WITH THE TERMS OF THE TRUST DEED OF THE
MANAGEMENT TRUST, TABLED AT THE MEETING AND INITIALED
BY THE CHAIRPERSON FOR IDENTIFICATION ?THE MANAGEMENT
TRUST DEED?

PROPOSAL #8.S.7: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION NUMBER5 AND THE
PASSING OF ORDINARY RESOLUTION NUMBER 1 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE ISSUE
BY THE COMPANY OF THE MANAGEMENT TRUST SHARE
ALLOCATION IN ORDINARY RESOLUTION NUMBER 1 TO THE
TRUSTEES OF THE MANAGEMENT TRUST OF WHICH MR.ANTHONY
MADIMETJA MOKABA MAY BE A BENEFICIARY WITH A VESTED
RIGHT IN RESPECT OF 25,000 ORDINARY SHARES, IN
ACCORDANCE WITH THE TERMS OF THE MANAGEMENT TRUST DEED

PROPOSAL #9.S.8: APPROVE, THAT, SUBJECT TO THE PASSING ISSUER YES FOR FOR
 AND REGISTRATION OF SPECIAL RESOLUTION NUMBER 5 AND
THE PASSING OF ORDINARY RESOLUTION NUMBER 1 CONTAINED
IN THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
ISSUE BY THE COMPANY OF THE MANAGEMENT TRUST SHARE
ALLOCATION IN ORDINARY RESOLUTION NUMBER 1 TO THE
TRUSTEES OF THE MANAGEMENT TRUST, OF WHICH MR.
VICTORIA NOLITHA FAKUDE MAY BE A BENEFICIARY WITH A
VESTED RIGHT IN RESPECT OF 25,000 ORDINARY SHARES IN
ACCORDANCE WITH THE TERMS OF THE MANAGEMENT TRUST DEED

PROPOSAL #10S.9: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION NUMBER5 AND THE
PASSING OF ORDINARY RESOLUTION NUMBER 1 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE ISSUE
 BY THE COMPANY OF THE MANAGEMENT TRUST SHARE
ALLOCATION IN ORDINARY RESOLUTION NUMBER 1 TO THE
TRUSTEES OF MANAGEMENT TRUST IN WHICH FUTURE BLACK
MANAGERS, OTHER THAN BLACK EXECUTIVE DIRECTORS, WHO
ARE EMPLOYED BY A MEMBER OF THE SASOL GROUP AT THE
TIME WHEN THE MANAGEMENT TRUST ISSUES INVITATIONS TO
POTENTIAL BENEFICIARIES AND WHO ARE IDENTIFIED BY THE
COMPENSATION COMMITTEE OF THE COMPANY, WHO WILL, IF
THEY BECOME BENEFICIARIES, HAVE VESTED RIGHTS IN THE
AGGREGATE IN RESPECT OF SUCH NUMBER OF ORDINARY SHARES
 AS MAY BE IDENTIFIED BY THE COMPENSATION COMMITTEE OF
 THE COMPANY IN ACCORDANCE WITH THE TERMS OF THE
MANAGEMENT TRUST DEED

PROPOSAL #11S10: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION NUMBER5 AND THE
PASSING OF ORDINARY RESOLUTION NUMBER 1 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE ISSUE
BY THE COMPANY OF THE MANAGEMENT TRUST SHARE
ALLOCATION IN ORDINARY RESOLUTION NUMBER 1 TO THE
TRUSTEES OF MANAGEMENT TRUST, IN WHICH FUTURE BLACK
MANAGERS WHO MAY BE EMPLOYED BY A MEMBER OF THE SASOL
GROUP, INCLUDING THOSE AT THE LEVEL OF SASOL GROUP
MANAGEMENT AND BLACK EXECUTIVE DIRECTORS, IDENTIFIED
BY THE COMPENSATION COMMITTEE OF THE COMPANY, AS
POTENTIAL BENEFICIARIES OF THE MANAGEMENT TRUST WHO
WILL, IF THEY BECOME BENEFICIARIES, HAVE VESTED RIGHTS
 IN RESPECT OF SUCH NUMBER OF ORDINARY SHARES AS MAY
BE IDENTIFIED BY THE COMPENSATION COMMITTEE OF THE
COMPANY, IN ACCORDANCE WITH THE TERMS. OF THE
MANAGEMENT TRUST DEED

PROPOSAL #12S11: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF SPECIAL RESOLUTIONS NUMBERS 5 THROUGH
 TO 10 AND THE PASSING OF ORDINARY RESOLUTION NUMBER 1
 CONTAINED IN THE NOTICE ALSO CONTAINING THIS
RESOLUTION, THE COMPANY ?WITHOUT THE RETENTION BY THE
SHAREHOLDERS OF THE RIGHT TO AMEND OR REVOKE THIS
SPECIAL RESOLUTION IN A MANNER WHICH WOULD PLACE THE
COMPANY IN BREACH OF ANY CONTRACTUAL OBLIGATIONS WHICH
 IT CONCLUDES OR HAS CONCLUDED IN ANTICIPATION OF
OBTAINING THIS AUTHORITY? AS A SPECIFIC AUTHORITY IN
TERMS OF SECTION 85 OF THE COMPANIES ACT AND SUBJECT
TO THE JSE LISTINGS REQUIREMENTS, TO REPURCHASE
ORDINARY SHARES IN THE ISSUE SHARE CAPITAL OF THE
COMPANY, FROM THE TRUSTEES OF THE MANAGEMENT TRUST IN,
 ACCORDANCE WITH THE PROVISIONS OF THE MANAGEMENT
TRUST DEED, AND SECTION 5.69 OF THE JSE LISTINGS
REQUIREMENTS NAMELY: AUTHORIZATION IS GIVEN THERETO BY
 THE COMPANY'S ARTICLES OF ASSOCIATION AS SPECIFIED

PROPOSAL #13O.2: APPROVE TO PLACE 23,339,310, ORDINARY ISSUER YES FOR FOR
 SHARES IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL
OF THE COMPANY ?THE EMPLOYEE TRUST SHARE ALLOCATION?
UNDER THE CONTROL OF THE DIRECTORS OF THE COMPANY AS A
 SPECIFIC AUTHORITY UNDER SECTIONS 221 AND 222 OF THE
 COMPANIES ACT AND SUBJECT TO THE? JSE LISTINGS
REQUIREMENTS TO ALLOT AND ISSUE TO THE TRUSTEES OF THE
 SASOL LNZALO EMPLOYEE TRUST ?EMPLOYEE TRUST? FOR A
CASH CONSIDERATION OF 0,01 ?ONE CENT? PER ORDINARY
SHARE, IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST
DEED OF THE EMPLOYEE TRUST, TABLED AT THE MEETING AND
INITIALLED BY THE CHAIRPERSON FOR IDENTIFICATION

PROPOSAL #14S12: AUTHORIZE, THAT SUBJECT TO THE ISSUER YES FOR FOR
PASSING OF ORDINARY RESOLUTION NUMBER 2 CONTAINED IN
RILE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
COMPANY TO ISSUE THE EMPLOYEE TRUST SHARE ALLOCATION
APPROVED IN ORDINARY RESOLUTION NUMBER 2 AT 0.01 (ONE
CENT) PER SHARE TO THE TRUST OF HE SASOL LNZALO
EMPLOYEE TRUST ?EMPLOYEE TRUST? WHICH IS A PRICE LOWER
 THAN THE AMOUNT ARRIVED AT DIVIDING THAT PART OF THE
STALED CAPITAL CONTRIBUTES BY ALREADY ISSUED SHARES OF
 THAT CLASS; BY THE NUMBER OF ISSUED SHARE OF THAT
CLASS, NAMELY 6,34

PROPOSAL #15S13: APPROVE, THE SUBJECT TO THE PASSING ISSUER YES FOR FOR
AND REGISTRATION OF SPECIAL RESOLUTION NUMBER L2 AND
THE PASSING OF ORDINARY RESOLUTION NUMBER 2 CONTAINED
IN THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
ISSUE BY THE COMPANY OF THE EMPLOYEE TRUST SHARE
ALLOCATION APPROVED IN ORDINARY RESOLUTION NUMBER 2 TO
 THE TRUSTEES OF THE EMPLOYEE TRUST IN WHICH MANAGING
WHO ARE EMPLOYED BY A MEMBER OF THE SASOL GROUP AT THE
 TIME WHEN THE EMPLOYEE TRUST ISSUES FACILITATIONS TO
POTENTIAL BENEFICIARIES AND WHO ARE IDENTIFIED BY THE
COMPENSATION COMMITTEE OF THE COMPANY FOR THE PURPOSES
 OF THIS RESOLUTION WITH, IF THEY BECOME BENEFICIARIES
 HAVE VESTED RIGHT IN THE 850 ORDINARY SHARES IN
ACCORDANCE WITH THE TERMS OF THE TRUST DEED OF THE
EMPLOYEE TRUST; CABLED AT THE MEETING AND INITIALLED
BY THE CHAIRPERSON FOR IDENTIFICATION ?THE EMPLOYEE
TRUST DEED? IS APPROVED

PROPOSAL #16S14: APPROVE, THAT, SUBJECT TO THE PASSING ISSUER YES FOR FOR
 AND REGISTRATION OF SPECIAL RESOLUTION NUMBER 12 AND
THE PASSING OF ORDINARY RESOLUTION NUMBER 2 CONTAINED
IN THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
ISSUE BY THE COMPANY OF THE EMPLOYEE TRUST SHARE
ALLOCATION APPROVED IN ORDINARY RESOLUTION NUMBER 2 TO
 THE TRUSTEES OF THE EMPLOYEE TRUST, IN WHICH FUTURE
MANAGERS WHO MAY BE EMPLOYED BY A MEMBER OF THE SASOL
GROUP IDENTIFIED BY THE COMPENSATION COMMITTEE OF THE
COMPANY, AS POTENTIAL BENEFICIARIES OF THE EMPLOYEE
TRUST WILL IF THEY BECOME BENEFICIARIES, HAVE VESTED
RIGHTS IN RESPECT OF A MAXIMUM OF 850 ORDINARY SHARES,
 IN ACCORDANCE WITH THE TERMS OF THE EMPLOYEE TRUST

PROPOSAL #17S15: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF SPECIAL RESOLUTION NUMBER 12 AND THE
PASSING OF ORDINARY RESOLUTION NUMBER 2 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
COMPANY ?WITHOUT THE RETENTION BY THE SHAREHOLDERS OF
THE RIGHT TO AMEND OR REVOKE THIS SPECIAL RESOLUTION
IN A MANNER WHICH WOULD PLACE THE COMPANY IN BREACH OF
 ANY CONTRACTUAL OBLIGATIONS WHICH IT CONCLUDES OR HAS
 CONCLUDED IN ANTICIPATION OF OBTAINING THIS
AUTHORITY? AS IT SPECIFIC AUTHORITY IN TERMS OF



SECTION 85 OF THE COMPANIES ACT AND SUBJECT TO THE JSE
 LISTINGS REQUIREMENTS, TO REPURCHASE ORDINARY SHARES
IN THE ISSUED SHARE CAPITAL OF THE COMPANY, FROM THE
TRUSTEES OF THE EMPLOYEE TRUST IN ACCORDANCE WITH THE
PROVISIONS OF THE TRUST DEED OF THE EMPLOYEE TRUST
DEED, AND SECTION 5.09 OF THE JSE LISTINGS
REQUIREMENTS NAMELY: AUTHORIZATION IS GIVEN THERETO BY
 THE COMPANY'S ARTICLES OF ASSOCIATION AS SPECIFIED

PROPOSAL #18O.3: APPROVE TO PLACE 9,461,882 ORDINARY ISSUER YES FOR FOR
SHARES IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF
 THE COMPANY ?THE FOUNDATION SHARE ALLOCATION? UNDER
THE CONTROL OF THE DIRECTORS OF THE COMPANY AS A
SPECIFIC AUTHORITY UNDER SECTIONS 221 AND 222 OF THE
COMPANIES ACT AND SUBJECT TO THE JSE LISTINGS
REQUIREMENTS TO ALLOT AND ISSUE TO THE TRUSTEES OF THE
 SESOL INZALO FOUNDATION FOR CASH CONSIDERATION OF
0,01 PER ORDINARY SHARE, IN ACCORDANCE WITH THE
PROVISIONS OF THE TRUST DEED OF THE FOUNDATION, TABLED
 AT THE MEETING AND INITIALED BY THE CHAIRPERSON FOR
IDENTIFICATION AS SPECIFIED

PROPOSAL #19S16: AUTHORIZE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 3 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE COMPANY TO ISSUE THE
FOUNDATION SHILRE ALIOCATION APPROVED IN ORDINARY
RESOLUTION 3 AT 0,01 (ONE CENT) PER SHARE TO THE
TRUSTEES OF THE SILSOL INZALO FOUNDATION ?FOUNDATION?
WHICH IS A PRICE LOWER THAN THE AMOUNT ARRIVED AT BY
DIVIDING THAT PART OF THE STATED CAPITAL CONTRIBUTED
BY ALREADY ISSUED SHARES OF THAT CLASS, NAMELY R6,34
AS SPECIFIED

PROPOSAL #20S17: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF SPECIAL RESOLUTION 16 AND THE PASSING
 OF ORDINARY RESOLUTION 3 CONTAINED IN THE NOTICE ALSO
 CONTAINING THIS RESOLUTION, THE COMPANY ?WITHOUT THE
RETENTION BY THE SHAREHOLDERS OF THE RIGHT TO AMEND OR
 REVOKE THIS SPECIAL RESOLUTION IN A MANNER WHICH
WOULD PLACE THE COMPANY IN BREACH OF ANY CONTRACTUAL
OBLIGATIONS WHICH IT CONCLUDES OR HAS CONCLUDED IN
ANTICIPATION OF OBTAINING THIS AUTHORITY? AS SPECIFIC
AUTHORITY IN TERMS OF SECTION 85 OF THE COMPANIES ACT
AND SUBJECT TO THE JSE LISTING REQUIREMENTS, TO
REPURCHASE ORDINARY SHARES IN THE ISSUED SHARE CAPITAL
 OF THE COMPANY, FROM THE TRUSTEES OF THE FOUNDATION
IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED OF
 THE FOUNDATION TABLED AT THE MEETING AND INITIALED BY
 THE CHAIRPERSON FOR IDENTIFICATION, AND SECTION 5.69
OF THE JSE LISTING REQUIREMENTS NAMELY AS SPECIFIED

PROPOSAL #21O.4: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTIONS 1, 2 AND 4
CONTAINED IN THE NOTICE ALSO CONTAINING THIS
RESOLUTION, TO PALCE 9,461,882 SASOL PREFERRED
ORDINARY SHARES IN THE AUTHORIZED BUT UNISSUED SHARE
CAPITAL OF THE COMPANY UNDER THE CONTROL OF THE
DIRECTORS OF THE COMPANY AS A SPECIFIC AUTHORITY UNDER
 SECTIONS 221 AND 222 OF THE COMPANIES ACT SUBJECT TO
THE JSE LISTING REQUIREMENTS, TO ALLOT AND ISSUE TO
SASOL INZALO GROUPS FUNDING LIMITED FOR A CASH
CONSIDERATION OF 366 AS SPECIFIED

PROPOSAL #22S18: AUTHORIZE SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTION 2 ANDTHE PASSING OF
 ORDINARY RESOLUTION 4 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE COMPANY TO GIVE
FINANCIAL ASSISTANCE, IN TERMS OF SECTION 38(2A) OF
THE COMPANIES ACT TO SASOL INZALO GROUPS FUNDING
LIMITED ON THE BASIS OF THE AGREEMENTS TABLED AT THE
MEETING AND INITIALED BY THE CHAIRPERSON FOR
IDENTIFICATION AND WHICH WILL BE AVAILABLE TO THE
SHAREHOLDERS FOR THEIR PERUSAL IN THE FORM OF AS
SPECIFIED AND THE COMPANY WILL BE ABLE TO PAY ITS
DEBTS AS THEY BECOME DUE IN THE ORDINARY COURSE OF THE
 BUSINESS SUBSEQUENT TO PROVIDING THE FINANCIAL
ASSISTANCE REFERRED TO ABOVE, FOR THE DURATION OF THE
TRANSACTIONS CONTEMPLATED IN THE AGREEMENTS; AND
SUBSEQUENT TO THE TRANSACTION CONTEMPLATED IN THE
AGREEMENTS PROVIDING THE FINANCIAL ASSISTANCE REFERRED
 TO ABOVE, THE CONSOLIDATED ASSETS FAIRLY VALUED OF
THE COMPANY WILL BE IN EXCESS OF THE CONSOLIDATED
LIABILITIES OF THE COMPANY FOR THIS PURPOSE THE ASSETS
 AND LIABILITIES HAVE BEEN RECOGNIZED AND MEASURED IN
ACCORDANCE WITH THE ACCOUNTING POLICIES USED IN THE
COMPANY'S LATEST AUDITED CONSOLIDATED ANNUAL FINANCIAL
 STATEMENTS, FURTHERMORE, FOR THIS PURPOSE CONTINGENT
LIABILITIES HAVE BEEN ACCOUNTED FOR AS REQUIRED IN
TERMS OF SECTION 38(2B) OF THE COMPANIES ACT

PROPOSAL #23S19: APPROVE, THAT SUBJECT TO THE PASSING ISSUER YES FOR FOR
AND REGISTRATION OF SPECIAL RESOLUTIONS 2 AND 18 AND
THE PASSING OF ORDINARY RESOLUTION 4 CONTAINED IN THE
NOTICE ALSO CONTAINING THIS RESOLUTION, THE GRANTING
OF FINANCIAL ASSISTANCE BY THE COMPANY TO THE SASOL
INZALO GROUPS FACILITATION TRUST ?GROUPS FACILITATION
TRUST? IS APPROVED IN ACCORDANCE WITH SECTION 38(2A)
OF THE COMPANIES ACT TO ENABLE THE GROUPS FACILITATION
 TRUST TO: 1) SUBSCRIBE FOR; AND/OR 2) ACQUIRE, ANY
ORDINARY SHARES IN SASOL INZALO GROUPS LIMITED ?GROUPS
 INVEST CO? AS PROVIDED IN TERMS OF THE GOVERNING

AGREEMENT BETWEEN THE COMPANY, GROUPS FUND CO AND
GROUPS INVEST CO DATED 07 APR 2008, TABLED AT THE
MEETING AND INITIALLED BY THE CHAIRPERSON FOR
IDENTIFICATION PURPOSES, ON TILE BASIS THAT SUCH
FINANCIAL ASSISTANCE WILL BE MADE AVAILABLE BY THE
COMPANY TO THE GROUPS FACILITATION TRUST BY WAY OF
LOANS BY THE COMPANY OR BY THE COMPANY PROCURING THAT
A THIRD PARTY MAKES LOANS TO THE GROUPS FACILITATION
TRUST WHICH ARE GUARANTEED BY THE COMPANY; THE COMPANY
 WILL DECIDE AT THE RELEVANT RIME WHETHER TO MAKE SUCH
 FINANCIAL ASSISTANCE AVAILABLE ON AN INTEREST FREE OR
 MARKET RELATED BASIS, PARTICULARLY HAVING REGARD TO
THE FACT THAT THE FOUNDATION IS THE SOLE BENEFICIARY
OF THE GROUPS FACILITATION TRUST; THE REASON FOR
SPECIAL RESOLUTION 19 IS TO OBTAIN THE RELEVANT
APPROVAL OF THE SHAREHOLDERS OF THE COMPANY IN TERMS
OF SECTION 38(2A) OF THE COMPANIES ACT IN RESPECT OF
THE FINANCIAL ASSISTANCE GIVEN BY THE COMPANY TO
GROUPS FACILITATION TRUST IN CONNECTION WITH THE
SUBSCRIPTION FOR SHARES IN THE COMPANY'S SHARE
CAPITAL; THE EFFECT OF SPECIAL RESOLUTION 19 IS THAT
THE COMPANY WILL BE AUTHORIZED TO GIVE FINANCIAL
ASSISTANCE IN TERMS OF SECTION 38(2A) OR THE COMPANIES


 ACT

PROPOSAL #24O.5: APPROVE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTIONS 1, 3 AND 4
CONTAINED IN THE NOTICE ALSO CONTAINING THIS
RESOLUTION, TO PLACE 18,923,764 SASOL BEE ORDINARY
SHARES IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF
 THE COMPANY ARE PLACED UNDER THE CONTROL OF THE
DIRECTORS OF THE COMPANY AS A SPECIFIC AUTHORITY UNDER
 SECTIONS 221 AND 222 OF THE COMPANIES ACT AND SUBJECT
 TO THE JSE LISTINGS REQUIREMENTS, TO ALLOT AND ISSUE
FOR A CASH CONSIDERATION OF 366 ?THREE HUNDRED AND
SIXTY SIX RAND? PER SASOL BEE ORDINARY SHARE TO THE
BLACK PUBLIC PURSUANT TO AN INVITATION TO THE BLOCK
PUBLIC REQUIRING THE FULL SUBSCRIPTION PRICE TO BE
PAID BY THE SUBSCRIBER IN PARTICULAR BUT WITHOUT
LIMITING THE ACCORDING TO ALLOT AND ISSUE TO THE
DIRECTORS OF THE COMPANY TO THE MAXIMUM EXTENT
INDICATED OPPOSITE THEIR NAMES, SASOL BEE ORDINARY
SHARES LISTED BELOW AS SPECIFIED

PROPOSAL #25S20: APPROVE, THE GRANTING OF FINANCIAL ISSUER YES FOR FOR
ASSISTANCE BY THE COMPANY TO THE SASOL INZALO PUBLIC
FACILITATION TRUST ?PUBLIC FACILITATION TRUST? IN
ACCORDANCE WITH SECTION 38(2A) OF THE COMPANIES ACT BE
 APPROVED TO ENABLE THE FACILITATION TRUST TO
SUBSCRIBE FOR: 1. THE DIFFERENCE BETWEEN 2,838,564
SASOL BEE ORDINARY SHARES AND THE NUMBER OF SASOL BEE
ORDINARY SHARES SUBSCRIBED FOR BY THE BLACK PUBLIC
PURSUANT TO AN INVITATION ISSUED BY THE COMPANY DURING
 2008 ?THE SHORTFALL?, AT A SUBSCRIPTION PRICE OF 366
PER SASOL BEE ORDINARY SHARE, PROVIDED THAT TO THE
EXTENT THAT THE BLACK PUBLIC SUBSCRIBES FOR MORE THAN
16,085,200 ORDINARY SHARES IN SASOL INZALO PUBLIC
LIMITED ?PUBLIC INVEST CO? PURSUANT TO THE PUBLIC
INVITATION REFERRED TO IN PARAGRAPH 2, THE SHORTFALL
SHALL BE REDUCED BY SUCH NUMBER; AND 2. THE DIFFERENCE
 BETWEEN 16 085 200 ?SIXTEEN MILLION EIGHT FIVE
THOUSAND TWO HUNDRED? ORDINARY SHARES IN PUBLIC INVEST
 CO AND THE NUMBER OF ORDINARY SHARES IN PUBLIC INVEST
 CO SUBSCRIBED FOR BY THE BLACK PUBLIC PURSUANT TO AN
INVITATION ISSUED BY PUBLIC INVEST CO DURING 2008 ?THE
 FUNDED SHORTFALL?, AT A SUBSCRIPTION PRICE OF 5% OF
366 PER ORDINARY SHARE IN RESPECT OF THE FIRST 100
ORDINARY SHARES AND 10% OF 366 PER ORDINARY SHARE IN
RESPECT OF THE BALANCE OF SUCH ORDINARY SHARES TO BE
SUBSCRIBED FOR BY THE PUBLIC FACILITATION TRUST,
PROVIDED THAT TO THE EXTENT THAT THE BLACK PUBLIC
SUBSCRIBES FOR MORE THAN 2,838,564 SASSOL BEE ORDINARY
 SHARES PURSUANT TO THE PUBLIC INVITATION REFERRED TO
IN PARAGRAPH 1, THE FUNDED SHORTFALL SHALL BE REDUCED
BY SUCH NUMBER, AND TO ACQUIRE ANY SUCH SASOL BEE
ORDINARY SHARES IN PUBLIC INVEST CO AND THE NUMBER OF
ORDINARY SHARES IN PUBLIC INVEST CO WHICH THE HOLDERS
THEREOF MAY BE OBLIGED TO DISPOSE OF AS A RESULT OF
BREACHING THE TERMS OF THE INVITATION TO WHICH THEY
HAVE AGREED, ON THE BASIS THAT SUCH FINANCIAL
ASSISTANCE WILL BE MADE AVAILABLE BY THE COMPANY TO
THE PUBLIC FACILITATION TRUST BY WAY OF LOANS BY THE
COMPANY OR BY THE COMPANY PROCURING THAT A THIRD PARTY
 MAKES LOANS TO THE PUBLIC FACILITATION TRUST WHICH
ARE GUARANTEED BY THE COMPANY; THE COMPANY WILL DECIDE
 AT THE RELEVANT TIME WHETHER TO MAKE SUCH FINANCIAL
ASSISTANCE AVAILABLE ON AN INTEREST FREE OR MARKET
RELATED BASIS, PARTICULARLY HAVING REGARD TO THE FACT
THAT THE FOUNDATION IS THE SOLE BENEFICIARY OF THE

PROPOSAL #26O.6: APPROVE, SUBJECT TO PASSING AND ISSUER YES FOR FOR
REGISTRATION OF SPECIAL RESOLUTIONS NUMBERS 1, 2 AND 4
 CONTAINED IN THE NOTICE ALSO CONTAINING THIS
RESOLUTION, 18,923,764 SASOL PREFERRED ORDINARY SHARES
 IN THE AUTHORIZED BUT UNISSUED SHARE CAPITAL OF THE
COMPANY ARE PLACED UNDER THE CONTROL OF THE DIRECTORS
OF THE COMPANY AS A SPECIFIC AUTHORITY UNDER SECTIONS
221 AND 222 OF THE COMPANIES ACT AND SUBJECT TO THE
JSE LISTING REQUIREMENTS, TO ALLOT ISSUED FOR A CASH
CONSIDERATION OF 366?THREE HUNDRED AND SIXTY SIX RAND?
 PER SASOL PREFERRED ORDINARY SHARES, TO PUBLIC FUND
CO IN WHICH THE DIRECTORS OF THE COMPANY LISTED BELOW
MAY BE INTEREST VIA SASOL INZALO PUBLIC LIMITED TO THE
 MAXIMUM EXTENT INDICATED OPPOSITE THEIR NAMES, AS
SPECIFIED

PROPOSAL #27S21: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISIONS OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
SASOL INZALO PUBLIC FUNDING LIMITED, IN WHICH MANDLA
SIZWE VULINDLELA GANTSHO WHO IS DIRECTOR OF THE
COMPANY, MAY BE INDIRECTY INTERESTED, IN RESPECT OF A
MAXIMUM OF 273,200 ORDINARY SHARES IN SASOL INZALO
PUBLIC LIMITED IS APPROVED ON THE BASIS OF THE
AGREEMENTS TABLED AT THE MEETING AND INTIALLED BY THE
CHAIRPERSON FOR IDENTIFICATION IN THE FORM OF AS
SPECIFIED

PROPOSAL #28S22: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUNDCO, IN WHICH SAM MONTSI WHO IS A DIRECTOR
OF THE COMPANY, MAY BE INDIRECTLY INTERESTED IN
RESPECT OF A MAXIMUM OF 120,000 SHARES IN PUBLIC
INVEST COMPANY, IS APPROVED ON THE BASIS OF THE PUBLIC
 FUND CO AGREEMENT IN THE FORM OF THE FUNDING
IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #29S23: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUND CO. IN WHICH THEMBALIHLE HIXONIA NYASULU
WHO IS A DIRECTOR OF THE COMPANY, MAY BE INDIRECTLY
INTERESTED IN RESPECT OF A MAXIMUM OF 112,000 ORDINARY
 SHARE 5 IN PUBLIC INVEST CO, IS APPROVED ON THE BASIS
 OF THE PUBLIC FUND CO AGREEMENTS, IN THE FORM OF THE
FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #30S24: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF JECURITY BY THE COMPANY TO
PUBLIC FUND COMPANY, IN WHICH ANTHONY MADLMETJA MOKAOO
 WHO IS DIRECTOR OF THE COMPANY, MAY BE INDIRECTLY
INTERESTED HI RESPECT OF A MAXIMUM OF 273,200 ORDINARY
 SHARES IN PUBLIC INVEST CO, IS APPROVED ON THE BASIS
OF THE PUBLIC FUND CO AGREEMENT IN THE FORM OF THE
FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #31S25: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUNDEO. IN WLLICH VICTORIA NOLITHA FAKUDE WHO
IS A DIRECTOR OF THE COMPANY, MAY BE INDIRECTLY
INTERESTED IN RESPECT OF A MAXIMUM OF 73,200 ORDINARY
SHARES IN PUBLIC INVEST CO, IS APPROVED ON THE BASIS
OF THE PUBLIC FUN CO AGREEMENTS, IN THE FORM OF THE
FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #32S26: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUND CO., IN WHICH KANDIMATHIE CHRISTINE RAMON
WHO IS A DIRECTOR OF THE COMPANY, MAY BE INDIRECTLY
INTERESTED IN RESPECT OF A MAXIMUM OF 273,200 ORDINARY
 SHARES IN PUBLIC INVENST CO., IS APPROVED ON THE BAM
OF THE PUBLIC FUND CO, AGREEMENT, IN THE FORM OF THE
FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #33S27: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF JECURITY BY /THE COMPANY TO
PUBLIC FUND CO, IN WHICH IMOGEN NONHLANHLA MKHIZE WHO
IS DIRECTOR OF THE COMPANY, MAY BE INDIRECTLY
INTERESTED IN RESPECT OF A MAXIMUM OF 130, 000
ORDINARY SHARES IN PUBLIC INVEST CO, IS APPROVED ON
THE BASIS OF THE PUBLIC FUND CO AGREEMENTS, IN THE
FORM OF THE FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #34S28: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUND CO., IN WHICH A BLACK MANAGER EMPLOYED BY
MEMBER OF THE SASOL GROUP, WHO MAY QUALIFY FOR
PARTICIPATION IN THE BOACK PUBLIC FUNDED INVITATION,
MAY BE INDIRECTLY INTERESTED IN RESPECT OF THE MAXIMUM
 NUMBER OF ORDINARY SHARES IN PUBLIC INVEST CO
REFLETED OPPOSITE THE MANGER'S NAME AS SPECIFIED AND
IT IS APPROVED ON THE BASIS OF THE PUBLIC FUND CO
AGREEMENTS, IN THE FORM OF THE FUNDING IDENTIFIED IN
SPECIAL RESOLUTION 21

PROPOSAL #35S29: APPROVE, SUBJECT TO THE PASSING OF ISSUER YES FOR FOR
ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE PROVISION OF FUNDING
AND/OR THE FURNISHING OF SECURITY BY THE COMPANY TO
PUBLIC FUND CO., IN WHICH ONE OR MORE MANAGERS
EMPLOYED BY A MEMBER OF THE SASOL GROUP ?OTHER THAN
THOSE REFERRED TO IN SPECIAL RESOLUTION 28 CONTAINED
IN THE NOTICE ALSO CONTAINING THIS RESOLUTION? AS
IDENTIFIED BY THE SASOL NOMINATION AND GOVERNANCE
COMMITTEE MAY BE INDIRECTLY INTERESTED, IS APPROVED ON
 THE BASIS OF THE PUBLIC FUND CO AGREEMENTS, IN THE
FORM OF THE FUNDING IDENTIFIED IN SPECIAL RESOLUTION 21

PROPOSAL #36S30: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF SPECIAL RESOLUTION 2 AND THE PASSING
OF ORDINARY RESOLUTION 6 CONTAINED IN THE NOTICE ALSO
CONTAINING THIS RESOLUTION, THE COMPANY TO GIVE
FINANCIAL ASSISTANCE, IN TERMS OF SECTION 38(2A) OF
THE COMPANY ACT TO PUBLIC FUND CO., ON THE BASIS OF
THE PUBLIC FUND CO AGREEMENTS, IN THE FORM OF THE
FINANCIAL ASSISTANCE IDENTIFIED SPECIAL RESOLUTION 21
SUBJECT TO THE DIRECTORS OF THE COMPANY BEING
SATISFIED THAT: THE COMPANY WILL BE ABLE TO PAY ITS
DEBTS AS THEY BECOME DUE IN THE ORDINARY COURSE OF THE
 BUSINESS SUBSEQUENT TO PROVIDING THE FINANCIAL
ASSISTANCE REFERRED TO ABOVE, FOR THE DURATION OF THE
TRANSACTIONS CONTEMPLATED IN AGREEMENTS; AND
SUBSEQUENT TO THE TRANSACTION CONTEMPLATED IN THE
PUBLIC FUND CO AGREEMENTS PROVIDING THE FINANCIAL
ASSISTANCE REFERRED TO ABOVE, THE CONSOLIDATED ASSETS
FAIRLY VALUED OF THE COMPANY WILL BE IN EXCESS OF THE
CONSOLIDATED LIABILITIES OF THE COMPANY FOR THIS
PURPOSE THE ASSETS AND LIABILITIES HAVE BEEN
RECOGNIZED AND MEASURES IN ACCORDANCE WITH THE
ACCOUNTING POLICIES USED IN THE COMPANY'S LATEST
AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS,
FURTHERMORE, FOR THIS PURPOSE CONTINGENT LIABILITIES
HAVE BEEN ACCOUNTED FOR AS REQUIRED IN TERMS OF



SECTION 38(2B) OF THE COMPANIES ACT

PROPOSAL #37O7: AUTHORIZE THE DIRECTORS OF THE ISSUER YES FOR FOR
COMPANY, WITH THE AUTHORITY TO DELEGATE TO ANYONE OF
THE DIRECTORS OR AN EMPLOYEE OF THE COMPANY, TO
APPROVE AND SIGN ALL SUCH DOCUMENTS AND DO ALL SUCH
THINGS AND TAKE SUCH FURTHER AND OTHER ACTIONS THAT
MAYBE NECESSARY TO GIVE EFFECT TO THE SPECIAL AND
ORDINARY RESOLUTIONS SET OUT IN THIS NOTICE

PROPOSAL #38S31: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF ORDINARY RESOLUTION 1 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
COMPANY TO GIVE FINANCIAL ASSISTANCE IN TERMS OF

SECTION 38(2A) OF THE COMPANIES ACT TO THE MANAGEMENT
TRUST, BEING THE AMOUNT NECESSARY TO ENABLE THE
TRUSTEES OF THE MANAGEMENT TROST TO SUBSCRIBE FOR THE
SHARES REFERRED TO IN ORDINARY RESOLUTION 1, SUBJECT
TO THE DIRECTORS OF THE COMPANY BEING SATISFIED THAT
THE COMPANY WILL BE ABLE TO PAY ITS DEBTS AS THEY
BECOME DUE IN THE ORDINARY COURSE OF THE BUSINESS
SUBSEQUENT TO PROVIDING THE FINANCIAL ASSISTANCE
REFERRED TO ABOVE, FOR THE DURATION OF THE TANUCTIONS
CONTEMPLATED IN THE MANAGEMENT TEAM DEED; AND
SUBSEQUENT TO THE SUBSCRIPTION CONTEMPLATED IN THE
MANAGEMENT TRUST DEED, PROVIDING THE FINANCIAL
ASSISTANCE REFERRED TO ABOVE, THE CONSOLIDATED ASSETS
FAIRLY VALUED OF THE COMPANY WILL BE IN EXCESS OF THE
CONSOLIDATED LIABILITIES OF THE COMPANY, FOR THIS
PURPOSE THE ASSETS LIABILITIES HAVE BEEN RECOGNIZED
AND MEASURED IN ACCORDANCE WITH THE ACCOUNTING
POLICIES USED IN THE COMPANY'S AUDITED CONSOLIDATED
FINANCIAL STATEMENTS, FURTHERMORE FOR THIS PURPOSE
CONTINGENT LIABILITIES HAVE ACCOUNT FOR AS REQUIRED IN
 TERMS OF SECTION 38(2B) OF THE COMPANIES ACT

PROPOSAL #39S32: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF ORDINARY RESOLUTION 2 CONTAINED IN
THE NOTICE ALSO CONTAINING THIS RESOLUTION, THE
COMPANY TO GIVE FINANCIAL ASSISTANCE, IN TERMS OF
SECTION 38(2A) OF THE COMPANIES ACT TO THE EMPLOYEE
TRUST, BEING THAT AMOUNT NECESSARY TO ENABLE TILE
TRUSTEES OF THE EMPLOYEE TO SUBSCRIBE FOR THE SHIRES
REFERRED TO IN EXTRAORDINARY RESOLUTION 2, SUBJECT TO
THE DIRECTORS OF THE COMPANY BEING SATISFIED THE
COMPANY WILL BE ABLE TO PAY ITS DEBTS AS THEY BECOME
DUE IN THE ORDINARY COURSE OF THE BUSINESS SUBSEQUENT
TO PROVIDING THE FINANCIAL ASSISTANCE REFERRED TO
ABOVE, FOR THE DURATION OF THE TRANSACTIONS CONTEMP
AND SLIBSEQUENT TO THE SUBSCRIPTION CONTEMPLATED IN
THE EMPLOYEE DEED, PROVIDING THE FINANCIAL ASSISTANCE
REFERRED TO ABOVE, CONSOLIDATED ASSETS COMPANY WILL BE
 IN EXCESS OF THE CONSOLIDATED LIABILITIES OF THE
COMPANY FOR THIS PURPOSE THE ASSETS AND LIABILITIES
HAVE BEEN RECOGNISED AND MEASURED IN ACCORDANCE WITH
THE ACCOUNTING POLICIES USED IN THE COMPANY'S LATEST
IN AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS


FURTHERMORE, FOR THIS PURPOSE CONTINGENT LIABILITIES
HAVE BEEN ACCOUNTED OF SECTION 38(2B) OF THE COMPANIES
 ACT

PROPOSAL #40S33: AUTHORIZE, SUBJECT TO THE PASSING AND ISSUER YES FOR FOR
 REGISTRATION OF ORDINARY RESOLUTION 3 CONTAINED IN
THE NOLICE ALSO COMPANY IN RESOLUTION, THE COMPANY TO
GIVE FINANCIAL ASSISTANCE, IN TERMS OF SECTION 38(2A)
OF THE COMPANIES TO THE FOUNDATION, BEING THE AMOUNT
NECESSARY TO ENABLE THE TRUSTEES OF THE FOUNDATION TO
SUBSCRIBE FOR THE SHARES REFERRED TO IN ORDINARY
RESOLUTION 3, SUBJECT TO THE DIRECTORS OF THE COMPANY
BEING SATISFIED THE COMPANY WILL BE ABLE TO PAY ITS
DEBTS IS THEY BECOME DUE IN THE ORDINARY COURSE OF THE
 BUSINESS SUBSEQUENT TO THE FINANCIAL STATEMENTS
REFERRED TO ABOVE, FOR THE DURATION OF THE
TRANSACTIONS CONTEMPLATED IN THE TRUST DEED OF THE
FOUNDATION; AND SUBSEQUENT TO THE SUBSCRIPTION
CONTEMPLATED IN THE TRUST DEED OF THE FOUNDATION,
PROVIDING THE FINANCIAL REFERRED TO ABOVE, TILE
CONSOLIDATED FAIRLY VALUED OF THE COMPANY WILL BE IN
EXCESS OF THE CONSOLIDATED LIABILITIES OF THE COMPANY,
 FOR THIS PURPOSE THE ASSETS AND LIABILITIES BEEN
RECOGNIZED AND MEASURED IN ACCORDANCE WITH THE
ACCOUNTING POLICIES USED IN THE COMPANY'S LATEST
AUDITED CONSOLIDATED ANNUAL FINANDAL STATEMENTS.
FURTHERMORE, {OR THIS PURPOSE CONTINGENT LIABILITIES
HAVE BEEN ACCOUNTED FOR AS REQUIRED IN TERMS OF
SECTION 38(2B) OF THE COMPANIES ACT
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
 TICKER: SLB CUSIP: 806857108
 MEETING DATE: 4/9/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: P. CAMUS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.S. GORELICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. GOULD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: T. ISAAC ISSUER YES FOR FOR

ELECTION OF DIRECTOR: N. KUDRYAVTSEV ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. LAJOUS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.E. MARKS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D. PRIMAT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.R. REIF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: T.I. SANDVOLD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: N. SEYDOUX ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.G. STUNTZ ISSUER YES FOR FOR

PROPOSAL #02: ADOPTION AND APPROVAL OF FINANCIALS AND ISSUER YES FOR FOR
DIVIDENDS

PROPOSAL #03: APPROVAL OF ADOPTION OF THE SCHLUMBERGER ISSUER YES FOR FOR
 2008 STOCK INCENTIVE PLAN

PROPOSAL #04: APPROVAL OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SPECTRA ENERGY CORP
 TICKER: SE CUSIP: 847560109
 MEETING DATE: 10/31/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: PAMELA L. CARTER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM T. ESREY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRED J. FOWLER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DENNIS R. HENDRIX ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS SPECTRA ENERGY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 2007.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SPECTRA ENERGY CORP
 TICKER: SE CUSIP: 847560109
 MEETING DATE: 5/8/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: PAUL M. ANDERSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: AUSTIN A. ADAMS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: F. ANTHONY COMPER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL MCSHANE ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE SPECTRA ENERGY CORP 2007 ISSUER YES FOR FOR
 LONG-TERM INCENTIVE PLAN

PROPOSAL #03: APPROVAL OF THE SPECTRA ENERGY CORP ISSUER YES FOR FOR
EXECUTIVE SHORT-TERM INCENTIVE PLAN

PROPOSAL #04: RATIFICATION OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
 SPECTRA ENERGY'S INDEPENDENT PUBLIC ACCOUNTANT FOR
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: STATOIL ASA
 TICKER: STO CUSIP: 85771P102
 MEETING DATE: 7/5/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #04: ELECTION OF PERSON TO CO-SIGN THE ISSUER NO N/A N/A
MINUTES TOGETHER WITH THE CHAIR.

PROPOSAL #05: APPROVAL OF INVITATION AND AGENDA. ISSUER NO N/A N/A

PROPOSAL #07: APPROVAL OF THE PLAN TO MERGE STATOIL ISSUER NO N/A N/A
AND HYDRO'S PETROLEUM ACTIVITIES.

PROPOSAL #8A: CAPITAL INCREASE - SHARES AS ISSUER NO N/A N/A
CONSIDERATION.

PROPOSAL #8B: AMENDMENTS TO THE ARTICLES OF ISSUER NO N/A N/A
ASSOCIATION AS A CONSEQUENCE OF THE MERGER ETC.

PROPOSAL #8C: ELECTION OF SHAREHOLDER-ELECTED MEMBERS ISSUER NO N/A N/A
TO THE CORPORATE ASSEMBLY.

PROPOSAL #8D: ELECTION OF THE ELECTION COMMITTEE. ISSUER NO N/A N/A

PROPOSAL #09: CAPITAL REDUCTION - STRIKING-OFF OF ISSUER NO N/A N/A
TREASURY SHARES AND REDEMPTION OF SHARES HELD BY THE
STATE.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: STATOIL ASA
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 7/5/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPEN OF THE MEETING ISSUER YES FOR N/A

PROPOSAL #2.: APPROVE THE REGISTRATION OF ATTENDING ISSUER YES FOR N/A
SHAREHOLDERS AND PROXIES

PROPOSAL #3.: ELECT THE CHAIRMAN OF THE MEETING ISSUER YES FOR N/A

PROPOSAL #4.: ELECT A PERSON TO CO-SIGN THE MINUTES OF ISSUER YES FOR N/A
 THE MEETING TOGETHER WITH THE CHAIRMAN

PROPOSAL #5.: APPROVE THE NOTICE OF THE MEETING AND ISSUER YES FOR N/A
AGENDA

PROPOSAL #6.: RECEIVE INFORMATION THE ON MERGER OF ISSUER YES FOR N/A
PETROLEUM ACTIVITIES BETWEEN THE COMPANY AND NORSK
HYDRO ASA

PROPOSAL #7.: APPROVE PLAN FOR MERGER OF PETROLEUM ISSUER YES FOR N/A
ACTIVITIES BETWEEN THE COMPANY AND NORSK HYDRO ASA

PROPOSAL #8.1: APPROVE TO ISSUE 1.043 BILLION SHARES ISSUER YES FOR N/A
IN CONNECTION WITH ACQUISITION OF NORSK HYDRO ASA

PROPOSAL #8.2: AMEND THE ARTICLES OF ASSOCIATION TO ISSUER YES FOR N/A
REFLECT THE MERGER INCLUDING NAME CHANGE AND NEW SHARE
 CAPITAL

PROPOSAL #8.3: ELECT THE MEMBERS AND THE DEPUTY ISSUER YES FOR N/A
MEMBERS OF THE CORPORATE ASSEMBLY

PROPOSAL #8.4.1: ELECT MR. OLAUG SVARVA AS A MEMBER OF ISSUER YES FOR N/A
 THE NOMINATING COMMITTEE

PROPOSAL #8.4.2: ELECT MR. BENEDICTE SCHILBRED FASMER ISSUER YES FOR N/A
AS A MEMBER OF THE NOMINATING COMMITTEE

PROPOSAL #8.4.3: ELECT MR. TOM RATHKE AS A MEMBER OF ISSUER YES FOR N/A
THE NOMINATING COMMITTEE

PROPOSAL #8.4.4: ELECT MR. BJOERN STALLE HAAVIK AS A ISSUER YES FOR N/A
MEMBER OF THE NOMINATING COMMITTEE

PROPOSAL #9.: APPROVE A NOK 50.4 MILLION REDUCTION IN ISSUER YES FOR N/A
SHARE CAPITAL VIA CANCELLATION OF TREASURY SHARES AND
REDEMPTION OF SHARES HELD BY NORWEGIAN STATE ; AMEND
THE ARTICLES OF ASSOCIATION TO REFLECT CHANGES IN
CAPITAL
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: STATOILHYDRO ASA
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPENING OF THE GENERAL MEETING BY THE ISSUER YES FOR FOR
CHAIR OF THE CORPORATE ASSEMBLY

PROPOSAL #2.: ELECT THE CHAIR OF THE MEETING ISSUER YES FOR FOR

PROPOSAL #3.: APPROVE THE NOTICE AND THE AGENDA ISSUER YES FOR FOR


PROPOSAL #4.: APPROVE THE REGISTRATION OF ATTENDING ISSUER YES FOR FOR
SHAREHOLDERS AND PROXIES

PROPOSAL #5.: ELECT A PERSON TO CO-SIGN THE MINUTES ISSUER YES FOR FOR
TOGETHER WITH THE CHAIR OF THE MEETING

PROPOSAL #6.: APPROVE THE ANNUAL REPORTS AND ACCOUNTS ISSUER YES FOR FOR
FOR STATOILHYDRO ASA AND THE STATOILHYDRO GROUP FOR
2007, INCLUDING THE BOARD OF DIRECTORS AND THE
DISTRIBUTION OF THE DIVIDEND OF NOK 8.50 PER SHARE FOR
 2007 OF WHICH THE ORDINARY DIVIDEND IS NOK 4.20 PER
SHARE AND A SPECIAL DIVIDEND OF NOK 4.30 PER SHARE

PROPOSAL #7.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE COMPANY'S AUDITOR

PROPOSAL #8.: ELECT THE MEMBERS TO THE CORPORATE ISSUER YES AGAINST AGAINST
ASSEMBLY

PROPOSAL #9.: ELECT A MEMBER TO THE NOMINATION ISSUER YES FOR FOR
COMMITTEE

PROPOSAL #10.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE CORPORATE ASSEMBLY

PROPOSAL #11.: APPROVE TO DETERMINE THE REMUNERATION ISSUER YES FOR FOR
FOR THE NOMINATION COMMITTEE

PROPOSAL #12.: RECEIVE THE STATEMENT ON REMUNERATION ISSUER YES FOR FOR
AND OTHER EMPLOYMENT TERMS FOR CORPORATE EXECUTIVE
COMMITTEE

PROPOSAL #13.: GRANT AUTHORITY TO ACQUIRE STATOILHYDRO ISSUER YES AGAINST AGAINST
 SHARES IN THE MARKET IN ORDER TO CONTINUE
IMPLEMENTATION OF THE SHARE SAVING PLAN FOR EMPLOYEES
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SUNCOR ENERGY INC MED TERM NTS CDS-
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. MEL E. BENSON AS A DIRECTOR ISSUER YES FOR FOR
OF CORPORATION TO HOLD OFFICE UNTIL THECLOSE OF THE
NEXT AGM

PROPOSAL #1.2: ELECT MR. BRIAN A. CANFIELD AS A ISSUER YES FOR FOR
DIRECTOR OF CORPORATION TO HOLD OFFICE UNTILTHE CLOSE
OF THE NEXT AGM

PROPOSAL #1.3: ELECT MR. BRYAN P. DAVIES AS A DIRECTOR ISSUER YES FOR FOR
 OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE OF THE
NEXT AGM

PROPOSAL #1.4: ELECT MR. BRIAN A. FELESKY AS A ISSUER YES FOR FOR
DIRECTOR OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE
 OF THE NEXT AGM

PROPOSAL #1.5: ELECT MR. JOHN T. FERGUSON AS A ISSUER YES FOR FOR
DIRECTOR OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE
 OF THE NEXT AGM

PROPOSAL #1.6: ELECT MR. W. DOUGLAS FORD AS A DIRECTOR ISSUER YES FOR FOR
 OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE OF THE
NEXT AGM

PROPOSAL #1.7: ELECT MR. RICHARD L. GEORGE AS A ISSUER YES FOR FOR
DIRECTOR OF CORPORATION TO HOLD OFFICE UNTILTHE CLOSE
OF THE NEXT AGM

PROPOSAL #1.8: ELECT MR. JOHN R. HUFF AS A DIRECTOR OF ISSUER YES FOR FOR
 CORPORATION TO HOLD OFFICE UNTIL THE CLOSE OF THE
NEXT AGM

PROPOSAL #1.9: ELECT MR. M. ANN MCCAIG AS A DIRECTOR ISSUER YES FOR FOR
OF CORPORATION TO HOLD OFFICE UNTIL THECLOSE OF THE
NEXT AGM

PROPOSAL #1.10: ELECT MR. MICHAEL W. O BRIEN AS A ISSUER YES FOR FOR
DIRECTOR OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE
 OF THE NEXT AGM

PROPOSAL #1.11: ELECT MR. EIRA M. THOMAS AS A DIRECTOR ISSUER YES FOR FOR
 OF CORPORATION TO HOLD OFFICE UNTIL THE CLOSE OF THE
NEXT AGM

PROPOSAL #2.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR
 THE AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR

PROPOSAL #3.: AMEND AND RESTATE THE CORPORATION'S ISSUER YES FOR FOR
SHAREHOLDER RIGHTS PLAN

PROPOSAL #S.4: AMEND THE CORPORATION'S ARTICLES TO ISSUER YES FOR FOR
DIVIDE THE ISSUED AND OUTSTANDING COMMON SHARES OF
SUNCOR ON A TWO-FOR-ONE BASIS
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SUNCOR ENERGY INC.
 TICKER: SU CUSIP: 867229106
 MEETING DATE: 4/24/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: MEL E. BENSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRIAN A. CANFIELD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRYAN P. DAVIES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRIAN A. FELESKY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN T. FERGUSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W. DOUGLAS FORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD L. GEORGE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN R. HUFF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M. ANN MCCAIG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL W. O'BRIEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EIRA M. THOMAS ISSUER YES FOR FOR

PROPOSAL #02: RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS ISSUER YES FOR FOR
 LLP AS AUDITOR OF THE CORPORATION FOR THE ENSUING

PROPOSAL #03: AMENDMENT AND RESTATEMENT OF ISSUER YES FOR FOR
SHAREHOLDERS RIGHTS PLAN. PLEASE READ THE RESOLUTION
IN FULL IN THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR.

PROPOSAL #04: AMENDMENT OF ARTICLES: TWO FOR ONE ISSUER YES FOR FOR
DIVISION OF COMMON SHARES. PLEASE READ THE RESOLUTION
IN FULL IN THE ACCOMPANYING MANAGEMENT INFORMATION
CIRCULAR.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: SUNOCO, INC.
 TICKER: SUN CUSIP: 86764P109
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT


ELECTION OF DIRECTOR: R.J. DARNALL ISSUER YES FOR FOR



ELECTION OF DIRECTOR: J.G. DROSDICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G.W. EDWARDS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: U.O. FAIRBAIRN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: T.P. GERRITY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.B. GRECO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.P. JONES, III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.G. KAISER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.A. PEW ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G.J. RATCLIFFE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.W. ROWE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.K. WULFF ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE SUNOCO, INC. LONG-TERM ISSUER YES FOR FOR
PERFORMANCE ENHANCEMENT PLAN II.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF ERNST ISSUER YES FOR FOR
 & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TALISMAN ENERGY INC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. DOUGLAS D. BALDWIN AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.2: ELECT MR. WILLIAM R.P. DALTON AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.3: ELECT MR. KEVIN S. DUNNE AS A DIRECTOR ISSUER YES FOR FOR
FOR THE ENSUING YEAR

PROPOSAL #1.4: ELECT MR. JHON A. MANZONI AS A DIRECTOR ISSUER YES FOR FOR
 FOR THE ENSUING YEAR

PROPOSAL #1.5: ELECT MR. LAWRENCE G. TAPP AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.6: ELECT MR. STELLA M. THOMPSON AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.7: ELECT MR. JHON D. WATSON AS A DIRECTOR ISSUER YES FOR FOR
FOR THE ENSUING YEAR

PROPOSAL #1.8: ELECT MR. ROBERT G. WELTY AS A DIRECTOR ISSUER YES FOR FOR
 FOR THE ENSUING YEAR

PROPOSAL #1.9: ELECT MR. CHARLES R. WILLIAMSON AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #1.10: ELECT MR. CHARLES W. WILSON AS A ISSUER YES FOR FOR
DIRECTOR FOR THE ENSUING YEAR

PROPOSAL #2.: RE-APPOINT ERNST & YOUNG LLP, CHARTERED ISSUER YES FOR FOR
ACCOUNTANTS AS THE AUDITOR OF THE COMPANY FOR THE
ENSUING YEAR

PROPOSAL #3.: APPROVE THE CONTINUATION OF THE ISSUER YES FOR FOR
COMPANY'S SHAREHOLDER PLAN AS SPECIFIED

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TALISMAN ENERGY INC.
 TICKER: TLM CUSIP: 87425E103
 MEETING DATE: 4/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DOUGLAS D. BALDWIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM R.P. DALTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KEVIN S. DUNNE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN A. MANZONI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LAWRENCE G. TAPP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STELLA M. THOMPSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN D. WATSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT G. WELTY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES W. WILSON ISSUER YES FOR FOR

PROPOSAL #02: REAPPOINTMENT OF ERNST & YOUNG LLP, ISSUER YES FOR FOR
CHARTERED ACCOUNTANTS, AS AUDITOR OF THE COMPANY FOR
THE ENSUING YEAR.

PROPOSAL #03: CONTINUATION OF SHAREHOLDER RIGHTS PLAN. ISSUER YES FOR FOR
 PLEASE READ THE RESOLUTION IN FULL IN THE
ACCOMPANYING MANAGEMENT PROXY CIRCULAR.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TENARIS, S.A.
 TICKER: TS CUSIP: 88031M109
 MEETING DATE: 6/4/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE COMPANY'S CONSOLIDATED ISSUER YES FOR FOR
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2007, 2006 AND 2005.

PROPOSAL #02: APPROVAL OF COMPANY'S ANNUAL ACCOUNTS AS ISSUER YES FOR FOR
 AT DECEMBER 31, 2007.

PROPOSAL #03: ALLOCATION OF RESULTS AND APPROVAL OF ISSUER YES FOR FOR
DIVIDEND PAYMENT.

PROPOSAL #04: DISCHARGE TO THE MEMBERS OF THE BOARD OF ISSUER YES FOR N/A
 DIRECTORS.

PROPOSAL #05: ELECTION OF THE MEMBERS OF THE BOARD OF ISSUER YES AGAINST N/A
DIRECTORS.

PROPOSAL #06: COMPENSATION OF THE MEMBERS OF THE BOARD ISSUER YES FOR N/A
 OF DIRECTORS.

PROPOSAL #07: AUTHORIZATION TO BOARD OF DIRECTORS TO ISSUER YES FOR N/A
CAUSE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS,
INCLUDING ITS SHAREHOLDER MEETING.

PROPOSAL #08: APPOINTMENT OF INDEPENDENT AUDITORS AND ISSUER YES FOR FOR
APPROVAL OF THEIR FEES.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: THE WILLIAMS COMPANIES, INC.
 TICKER: WMB CUSIP: 969457100
 MEETING DATE: 5/15/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JOSEPH R. CLEVELAND ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: JUANITA H. HINSHAW ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: FRANK T. MACINNIS ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: STEVEN J. MALCOLM ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: JANICE D. STONEY ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
AUDITORS FOR 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TOTAL S.A.
 TICKER: TOT CUSIP: 89151E109
 MEETING DATE: 5/16/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #O1: APPROVAL OF PARENT COMPANY FINANCIAL ISSUER YES FOR FOR
STATEMENTS

PROPOSAL #O2: APPROVAL OF CONSOLIDATED FINANCIAL ISSUER YES FOR FOR
STATEMENTS

PROPOSAL #O3: ALLOCATION OF EARNINGS, DECLARATION OF ISSUER YES FOR FOR
DIVIDEND

PROPOSAL #O4: AGREEMENTS COVERED BY ARTICLE L. 225-38 ISSUER YES FOR FOR
OF THE FRENCH COMMERCIAL CODE

PROPOSAL #O5: COMMITMENTS UNDER ARTICLE L. 225-42-1 OF ISSUER YES FOR FOR
 THE FRENCH COMMERCIAL CODE CONCERNING MR. THIERRY
DESMAREST

PROPOSAL #O6: COMMITMENTS UNDER ARTICLE L. 225-42-1 OF ISSUER YES AGAINST AGAINST
 THE FRENCH COMMERCIAL CODE CONCERNING MR. CHRISTOPHE
DE MARGERIE

PROPOSAL #O7: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR FOR
 TO TRADE SHARES OF THE COMPANY

PROPOSAL #O8: RENEWAL OF THE APPOINTMENT OF MR. PAUL ISSUER YES FOR FOR
DESMARAIS JR. AS A DIRECTOR

PROPOSAL #O9: RENEWAL OF THE APPOINTMENT OF MR. ISSUER YES FOR FOR
BERTRAND JACQUILLAT AS A DIRECTOR

PROPOSAL #O10: RENEWAL OF THE APPOINTMENT OF LORD ISSUER YES FOR FOR
PETER LEVENE OF PORTSOKEN AS A DIRECTOR

PROPOSAL #O11: APPOINTMENT OF MRS. PATRICIA BARBIZET ISSUER YES FOR FOR
AS A DIRECTOR

PROPOSAL #O12: APPOINTMENT OF MR. CLAUDE MANDIL AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #13: DELEGATION OF AUTHORITY GRANTED TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY
ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING
ACCESS TO SHARE CAPITAL WHILE MAINTAINING SHAREHOLDERS
 PREFERENTIAL SUBSCRIPTION RIGHTS OR BY CAPITALIZING
PREMIUMS, RESERVES, SURPLUSES OR OTHER LINE ITEMS

PROPOSAL #14: DELEGATION OF AUTHORITY GRANTED TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY
ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING
ACCESS TO SHARE CAPITAL WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS

PROPOSAL #15: DELEGATION OF POWERS GRANTED TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY
ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING
ACCESS TO SHARE CAPITAL, IN PAYMENT OF SECURITIES THAT
 WOULD BE CONTRIBUTED TO THE COMPANY

PROPOSAL #16: DELEGATION OF AUTHORITY GRANTED TO THE ISSUER YES FOR FOR
BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL UNDER THE
 CONDITIONS PROVIDED FOR IN ARTICLE 443-5 OF THE
FRENCH LABOR CODE

PROPOSAL #17: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR FOR
 TO GRANT RESTRICTED SHARES OF THE COMPANY TO GROUP
EMPLOYEES AND TO EXECUTIVE OFFICERS OF THE COMPANY OR
OF GROUP COMPANIES

PROPOSAL #17A: REMOVAL OF MR. ANTOINE JEANCOURT- SHAREHOLDER YES AGAINST FOR
GALIGNANI FROM HIS DIRECTORSHIP

PROPOSAL #17B: ADDITION OF A FINAL LAST PARAGRAPH TO SHAREHOLDER YES FOR AGAINST
ARTICLE 12 OF THE COMPANY'S ARTICLES OF ASSOCIATION TO
 ENSURE THAT STATISTICS ARE PUBLISHED IDENTIFYING BY
NAME THE DIRECTORS IN ATTENDANCE AT MEETINGS OF THE
BOARD OF DIRECTORS AND ITS COMMITTEES

PROPOSAL #17C: AUTHORIZATION TO GRANT RESTRICTED SHAREHOLDER YES AGAINST FOR
SHARES OF THE COMPANY TO ALL EMPLOYEES OF THE GROUP
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TOTAL SA, COURBEVOIE
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/16/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #O.1: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS, AND APPROVE THE COMPANY'S
FINANCIAL STATEMENTS FOR THE YE IN 2007, AS PRESENTED

PROPOSAL #O.2: RECEIVE THE REPORTS OF THE BOARD OF ISSUER YES FOR FOR
DIRECTORS AND THE AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY IN
THE FORM PRESENTED TO THE MEETING

PROPOSAL #O.3: APPROVE THE RECOMMENDATIONS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AND RESOLVES THAT THE INCOME FOR
THE FY BE APPROPRIATED AS FOLLOWS: EARNINGS FOR THE
FY: EUR 5,778,925,418.44, BALANCE AVAILABLE FOR
DISTRIBUTION: EUR 8,275,800,768.51 DIVIDENDS: EUR
4,983,591,440.79 AS RETAINED EARNINGS: EUR
3,292,209,327.72 AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST 3 FY, THE DIVIDENDS PAID, WERE AS
FOLLOWS: EUR 4,426.30 FOR FY 2006, EUR 3,930.90 FOR FY
 2005, EUR 3,339.80 FOR FY 2004; THE INTERIM DIVIDEND
OF EUR 1.00 WAS ALREADY PAID ON 16 NOV 2007, THE
REMAINING DIVIDEND OF EUR 1.07 WILL BE PAID ON 23 MAY
2008, AND WILL ENTITLE NATURAL PERSONS TO THE 50%
ALLOWANCE, IN THE EVENT THAT THE COMPANY HOLDS SOME OF
 ITS OWN SHARES ON SUCH DATE, THE AMOUNT OF THE UNPAID
 DIVIDEND ON SUCH SHARES SHALL BE ALLOCATED TO THE
RETAINED EARNINGS ACCOUNT

PROPOSAL #O.4: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
38 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
AGREEMENTS ENTERED INTO OR WHICH REMAINED IN FORCE
DURING THE FY

PROPOSAL #O.5: APPROVE THE SPECIAL REPORT OF THE ISSUER YES FOR FOR
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR.
THIERRY DESMAREST

PROPOSAL #O.6: RECEIVE THE SPECIAL REPORT OF THE ISSUER YES AGAINST AGAINST
AUDITORS ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-
42-1 OF THE FRENCH COMMERCIAL CODE; AND APPROVE THE
COMMITMENTS WHICH ARE AIMED AT IT CONCERNING MR.
CHRISTOPHE DE MARGERIE

PROPOSAL #O.7: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS; THE MAXIMUM PURCHASE PRICE:
 EUR 80.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED:
10% OF THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN
THE SHARE BUYBACKS: EUR 7,050,558,160.00; ?AUTHORITY
EXPIRES AT THE END OF 18 MONTHS PERIOD?; TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORIZE SUPERSEDES THE FRACTION UNUSED;
 AUTHORIZATION GRANTED BY THE SHAREHOLDERS MEETING OF
 11 MAY 2007 IN ITS RESOLUTION 5

PROPOSAL #O.8: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
 M. PAUL DESMARAIS JR. AS A DIRECTOR FOR A 3-YEAR

PROPOSAL #O.9: APPROVE TO RENEW THE APPOINTMENT OF MR. ISSUER YES FOR FOR
 BERTRAND JACQUILLAT AS A DIRECTOR FOR A 3-YEAR PERIOD

PROPOSAL #O.10: APPROVE TO RENEW THE APPOINTMENT OF ISSUER YES FOR FOR
MR. LORD PETER LEVENE OF PORTSPOKEN AS A DIRECTOR FOR
A 3-YEAR PERIOD

PROPOSAL #O.11: APPOINT MS. PATRICIA BARBIZET AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3-YEAR PERIOD

PROPOSAL #O.12: APPOINT MR. M. CLAUDE MANDIL AS A ISSUER YES FOR FOR
DIRECTOR FOR A 3-YEAR PERIOD

PROPOSAL #E.13: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TAKE NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR
 MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 2,500,000,000.00 BY ISSUANCE
WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF
SHARES AND OR DEBT SECURITIES; TO INCREASE THE SHARE
CAPITAL, IN 1 OR MORE OCCASIONS AND AT ITS SOLE
DISCRETION, BY A MAXIMUM NOMINAL AMOUNT OF EUR
10,000,000,000.00, BY WAY OF CAPITALIZING RESERVES,
PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH
CAPITALIZATION IS ALLOWED BY-LAW AND UNDER THE BY-
LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE
 OF EXISTING SHARES, OR BY A COMBINATION OF THESE
METHODS; ?AUTHORITY EXPIRES AT THE END OF 26 MONTHS?;
AND THIS DELEGATION OF POWERS SUPERSEDES ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT

PROPOSAL #E.14: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
TAKE NECESSARY POWERS TO INCREASE THE CAPITAL, ON 1 OR
 MORE OCCASIONS, IN FRANCE OR ABOARD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 875,000,000.00 BY ISSUANCE WITH
PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF ORDINARY
SHARES OR DEBT SECURITIES; THE MAXIMUM NOMINAL AMOUNT
OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT
EXCEED EUR 10,000,000,000.00; ?AUTHORITY EXPIRES AT
THE END OF 26 MONTHS?; THIS AMOUNT SHALL COUNT AGAINST
 THE OVERALL VALUE SET FORTH IN RESOLUTION 13; AND TO
CHARGE THE SHARE ISSUANCE COSTS AGAINST THE RELATED
PREMIUMS AND DEDUCT FROM THE PREMIUMS THE AMOUNTS
NECESSARY TO RAISE THE LEGAL RESERVE TO 1-10 OF THE
NEW CAPITAL AFTER EACH INCREASE

PROPOSAL #E.15: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL UP TO 10% OF THE SHARE
CAPITAL, BY WAY OF ISSUING SHARES OR SECURITIES GIVING
 ACCESS TO THE CAPITAL, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND
COMPRISED OF CAPITAL SECURITIES OR SECURITIES GIVING
ACCESS TO SHARE CAPITAL; ?AUTHORITY EXPIRES AT THE END
 OF 26 MONTHS?; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION 14; AND TO
DECIDE TO CANCEL THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS; AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES

PROPOSAL #E.16: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
INCREASE THE SHARE CAPITAL ON 1 OR MORE OCCASIONS AS
ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A
 COMPANY SAVINGS PLAN; ?AUTHORITY EXPIRES AT THE END
OF 26 MONTHS?; THE NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 1.5 AND TO DECIDE TO CANCEL THE
SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHTS IN
FAVOUR OF THE EMPLOYEES FOR WHOM THE CAPITAL INCREASE
IS RESERVED; THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT

PROPOSAL #E.17: AUTHORIZE THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR
GRANT, FOR FREE, ON 1 OR MORE OCCASIONS, EXISTING OR
FUTURE SHARES, IN FAVOUR OF THE EMPLOYEES OR THE
CORPORATE OFFICERS OF THE COMPANY AND RELATED
COMPANIES, THEY MAY NOT REPRESENT MORE THAN 0.8% OF
THE SHARE CAPITAL; ?AUTHORITY EXPIRES AT THE END OF 38
 MONTHS?; TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS AUTHORIZE
SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS MEETING OF 17 MAY 2005 IN
 ITS RESOLUTION NO.13

PROPOSAL #A.: PLEASE NOTE THAT THIS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: APPROVE TO REMOVE THE TERMS OF OFFICE OF MR.
 MANTOINE JEANCOURT GALIGNANI AS A DIRECTOR

PROPOSAL #B.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES FOR AGAINST
PROPOSAL: AMEND THE ARTICLE 12 OF THE BYLAWS

PROPOSAL #C.: PLEASE NOTE THAT THIS IS A SHAREHOLDERS ISSUER YES AGAINST FOR
PROPOSAL: AUTHORIZE THE BOARD OF DIRECTORS TO GRANT,
FOR FREE, ON ONE OR MORE OCCASIONS, EXISTING OR FUTURE
 SHARES, IN FAVOUR OF THE EMPLOYEES OR THE CORPORATE
OFFICERS OF THE COMPANY AND RELATED COMPANIES; THEY
MAY NOT REPRESENT MORE THAN 0.2% OF THE SHARE CAPITAL
?AUTHORITY EXPIRES AT THE END OF 26 MONTH PERIOD?;
THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION 13; TO CANCEL THE SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOUR OF THE
BENEFICIARIES OF THE SHARES THAT ARE GRANTED; AND TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TRANSCANADA CORP
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/25/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT MR. K.E. BENSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT MR. D.H. BURNEY AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT MR. W.K. DOBSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT MR. E.L. DRAPER AS A DIRECTOR ISSUER YES FOR FOR


PROPOSAL #1.5: ELECT MR. P. GAUTHEIR AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT MR. K.L. HAWKINS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT MR. S.B. JACKSON AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT MR. P.L. JOSKOW AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT MR. H.N. KVISLE AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT MR. J.A. MACNAUGHTON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #1.11: ELECT MR. D.P. O BRIEN AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.12: ELECT MR. W.T. STEPHENS AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #1.13: ELECT MR. D.M.G. STEWART AS A DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2.: APPROVE KPMG LLP AS THE AUDITORS AND ISSUER YES FOR FOR
AUTHORIZE THE BOARD TO FIX THEIR REMUNERATION
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TRANSOCEAN INC
 TICKER: RIG CUSIP: G90073100
 MEETING DATE: 5/16/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JON A. MARSHALL ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: MARTIN B. MCNAMARA ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: ROBERT E. ROSE ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: IAN C. STRACHAN ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2008.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TRANSOCEAN INC.
 TICKER: RIG CUSIP: G90078109
 MEETING DATE: 11/9/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE SCHEME OF ARRANGEMENT, ISSUER YES FOR FOR
ATTACHED TO THE ACCOMPANYING JOINT PROXY STATEMENT AS
ANNEX G, WHICH PROVIDES FOR THE RECLASSIFICATION OF
OUR ORDINARY SHARES.

PROPOSAL #02: APPROVAL OF THE ISSUANCE OF OUR ORDINARY ISSUER YES FOR FOR
 SHARES TO SHAREHOLDERS OF GLOBALSANTAFE CORPORATION
IN THE MERGER UNDER THE TERMS OF THE AGREEMENT AND
PLAN OF MERGER, ATTACHED TO THE ACCOMPANYING JOINT
PROXY STATEMENT AS ANNEX A.

PROPOSAL #03: APPROVAL OF THE AMENDMENT AND ISSUER YES FOR FOR
RESTATEMENT OF OUR MEMORANDUM AND ARTICLES OF
ASSOCIATION TO, AMONG OTHER THINGS, INCREASE THE
MAXIMUM NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF
DIRECTORS OF TRANSOCEAN INC. FROM 13 TO 14, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: TURKIYE PETROL RAFINERILERI A S
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 4/22/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: OPENING AND ELECT THE PRESIDING ISSUER NO N/A N/A
COMMITTEE OF THE GENERAL ASSEMBLY

PROPOSAL #2.: RECEIVE THE BOARD OF DIRECTORS REPORT, ISSUER NO N/A N/A
AUDITORS REPORT AND THE INDEPENDENT AUDIT REPORT OF
INDEPENDENT EXTERNAL AUDIT COMPANY BAPARAN NAS
BAOYMSYZ DENETIM VE SERBEST MUHASEBECI MALI MUPAVIRLIK
 A.P.( A MEMBER OF PRICEWATERHOUSECOOPERS), ON THE
ACTIVITIES AND ACCOUNTS OF THE YEAR 2007; APPROVE THE
BOARD OF DIRECTORS PROPOSAL ABOUT THE BALANCE SHEET
AND THE INCOME STATEMENT OF THE YEAR 2007; APPROVE
AFTER MODIFICATION OR REJECTION

PROPOSAL #3.: APPROVE THE CHANGES IN THE MEMBERSHIP OF ISSUER NO N/A N/A
 THE BOARD OF DIRECTORS IN THE YEAR 2007, IN
ACCORDANCE WITH TURKISH COMMERCIAL LAW, ARTICLE 315

PROPOSAL #4.: APPROVE TO ABSOLVE THE BOARD MEMBERS AND ISSUER NO N/A N/A
 BOARD AUDITORS FOR THE COMPANY'S ACCOUNTS AND
ACTIVITIES OF THE YEAR 2007

PROPOSAL #5.: RE-ELECT THE BOARD OF DIRECTORS, MEMBERS ISSUER NO N/A N/A
 WHOSE TERM OF OFFICE HAS EXPIRED; APPROVE TO
DETERMINE THE NUMBER OF MEMBERS AND THEIR TERM OF

PROPOSAL #6.: RE-ELECT THE AUDITORS WHOSE TERM OF ISSUER NO N/A N/A
OFFICE HAS EXPIRED; APPROVE TO DETERMINE THEIR TERM OF
 OFFICE

PROPOSAL #7.: APPROVE REMUNERATION OF THE CHAIRMAN AND ISSUER NO N/A N/A
 MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF
THE BOARD OF AUDITORS

PROPOSAL #8.: APPROVE THE MODIFICATION ON OR REFUSE ISSUER NO N/A N/A
2007 PROFIT DISTRIBUTION AND DIVIDEND DATE PROPOSAL OF
 THE BOARD OF DIRECTORS

PROPOSAL #9.: APPROVE TO INFORM OUR SHAREHOLDERS ABOUT ISSUER NO N/A N/A
 THE COMPANY DIVIDEND POLICY IN ACCORDANCE WITH
CORPORATE GOVERNANCE PRINCIPLES

PROPOSAL #10.: APPROVE THE COMPANY DISCLOSURE POLICY ISSUER NO N/A N/A
THAT WAS DETERMINED BY THE BOARD OF DIRECTORS FOR THE
INFORMATION TO THE GENERAL ASSEMBLY

PROPOSAL #11.: APPROVE THE SUBMISSION OF THE COMPANY ISSUER NO N/A N/A
ETHICAL PRINCIPLES WHICH HAS BEEN APPROVED BY THE
BOARD OF DIRECTORS FOR THE INFORMATION TO THE GENERAL
ASSEMBLY

PROPOSAL #12.: APPROVE THE INFORMATION TO THE GENERAL ISSUER NO N/A N/A
ASSEMBLY ON THE DONATIONS AND THE SUPPORT PROVIDED BY
THE COMPANY TO FOUNDATIONS AND ASSOCIATIONS IN 2007
WITH THE PURPOSE OF SOCIAL RESPONSIBILITY

PROPOSAL #13.: APPROVE THE INDEPENDENT AUDIT FIRM ISSUER NO N/A N/A
APPOINTED BY THE BOARD OF DIRECTORS FOR THE AUDITING
OF OUR COMPANY'S ACTIVITIES AND ACCOUNTS IN THE YEAR
2008, IN ACCORDANCE WITH THE REGULATIONS ABOUT THE
EXTERNAL INDEPENDENT AUDITING IN THE CAPITAL MARKET
ISSUED BY THE CMB

PROPOSAL #14.: APPROVE THE COMMERCIAL LAW ARTICLE 334 ISSUER NO N/A N/A
AND 335, GIVE PERMISSION TO THE BOARD MEMBERS TO
PERFORM BUSINESS ACTIVITIES WITHIN THE FIELDS OF
ACTIVITY OF THE COMPANY HIMSELF OR ON THE BEHALF OF
OTHERS AND TO BE A PARTNER IN ANY COMPANY PERFORMING
SIMILAR ACTIVITIES AND TO MAKE OTHER TRANSACTIONS

PROPOSAL #15.: APPROVE TO SIGN THE MINUTE BOOK BY THE ISSUER NO N/A N/A
PRESIDING BOARD AND AUTHORISE THE PRESIDING BOARD TO
SIGN IN THE NAME AND BEHALF OF THE ATTENDANTS

PROPOSAL #16.: WISHES AND COMMENTS OF OUR SHAREHOLDERS ISSUER NO N/A N/A

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: VALERO ENERGY CORPORATION
 TICKER: VLO CUSIP: 91913Y100
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: W.E. "BILL" BRADFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD K. CALGAARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: IRL F. ENGELHARDT ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF KPMG LLP AS ISSUER YES FOR FOR
VALERO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 FOR 2008.

PROPOSAL #03: VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, SHAREHOLDER YES AGAINST FOR
 PROHIBITION OF EXECUTIVE OFFICER STOCK SALES DURING
STOCK REPURCHASE PERIODS.

PROPOSAL #04: VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, SHAREHOLDER YES AGAINST FOR
 STOCKHOLDER RATIFICATION OF EXECUTIVE COMPENSATION.


PROPOSAL #05: VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, SHAREHOLDER YES ABSTAIN AGAINST
 DISCLOSURE OF CORPORATE POLITICAL CONTRIBUTIONS.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: WEATHERFORD INTERNATIONAL LTD.
 TICKER: WFT CUSIP: G95089101
 MEETING DATE: 6/2/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION AS DIRECTOR: NICHOLAS F. BRADY ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION AS DIRECTOR: WILLIAM E. MACAULAY ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION AS DIRECTOR: DAVID J. BUTTERS ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION AS DIRECTOR: ROBERT B. MILLARD ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION AS DIRECTOR: BERNARD J. DUROC- ISSUER YES FOR FOR
DANNER

PROPOSAL #1F: ELECTION AS DIRECTOR: ROBERT K. MOSES, ISSUER YES FOR FOR
JR.

PROPOSAL #1G: ELECTION OF DIRECTOR: ROBERT A. RAYNE ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31,
2008, AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS TO SET ERNST & YOUNG LLP'S
REMUNERATION.

 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: WESTERN OIL SANDS INC
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 10/16/2007 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #s.1: APPROVE AN ARRANGEMENT ?THE ISSUER YES FOR FOR
ARRANGEMENT? UNDER SECTION 193 OF THE BUSINESS
CORPORATIONS ACT ?ALBERTA? ?THE ACT? INVOLVING, AMONG
OTHER THINGS, THE ACQUISITION BY 1339971 ALBERTA
LIMITED ?ACQUISITIONCO?, AN INDIRECT CANADIAN
SUBSIDIARY OF MARATHON OIL CORPORATION ?MARATHON?, OF
ALL OF THE OUTSTANDING CLASS A SHARES OF THE
CORPORATION ?THE COMMON SHARES?, AS SPECIFIED

PROPOSAL #2.: RATIFY AND APPROVE THE STOCK OPTION PLAN ISSUER YES FOR FOR
 FOR NEW WESTERNZAGROS AS SPECIFIED

PROPOSAL #3.: APPROVE THE SHAREHOLDERS RIGHTS PLAN FOR ISSUER YES FOR FOR
 NEW WESTERNZAGROS AS SPECIFIED

PROPOSAL #4.: APPROVE THE PRIVATE PLACEMENT OF COMMON ISSUER YES FOR FOR
SHARES OF NEW WESTERNZAGROS AS SPECIFIED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: WOODSIDE PETE LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 5/1/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT OF THE ISSUER NO N/A N/A
COMPANY AND THE REPORTS OF THE DIRECTORS AND AUDITORS
FOR THE YE 31 DEC 2007

PROPOSAL #2.a: RE-ELECT DR. ANDREW JAMIESON AS A ISSUER YES FOR FOR
DIRECTOR

PROPOSAL #2.b: ELECT MR. TAN SRI DATO MEGAT ISSUER YES FOR FOR
ZAHARUDDIN BIN MEGAT MOHD NOR ?DIN MEGAT? AS A DIRECTOR

PROPOSAL #3.: ADOPT THE REMUNERATION REPORT FOR THE YE ISSUER YES FOR FOR
 31 DEC 2007

PROPOSAL #4.: RATIFY THE ESTABLISHMENT AND OPERATION ISSUER YES FOR FOR
OF THE FOLLOWING EMPLOYEE SHARE PLANS:A) WOODSIDE

SHARE PURCHASE PLAN ?INTRODUCED AUG 2007?, AS
SPECIFIED IN THE REMUNERATION REPORT FOR THE YE 31 DEC


 2007; B) EQUITY-BASED RETENTION PLAN FOR THE SENIOR
EXECUTIVES ?INTRODUCED MAR 2007?, AS SPECIFIED IN THE
REMUNERATION REPORT FOR THE YE 31 DEC 2007 AND C)
WOODSIDE EMPLOYEE SHARE AWARD PLAN ?INTRODUCED MAY
2007?, AS SPECIFIED IN POINT 4.1(C) OF THE EXPLANATORY
 MEMORANDUM

PROPOSAL #S.5: APPROVE AND ADOPT THE CONSTITUTION ISSUER YES FOR FOR
TABLED AT THE AGM AND SIGNED BY THE CHAIRMAN OF THE
MEETING FOR THE PURPOSE OF IDENTIFICATION AS
CONSTITUTION OF THE COMPANY, IN PLACE OF THE CURRENT
CONSTITUTION

PROPOSAL #6.: APPROVE, FOR THE PURPOSE OF LISTING RULE ISSUER YES FOR FOR
 10.1 AND FOR ALL OTHER PURPOSES, THEPROPOSED
TRANSACTION INVOLVING: A) THE ACQUISITION BY WOODSIDE

ENERGY LTD. ?WEL? FROM SHELL DEVELOPMENT ?AUSTRALIA?
PROPRIETARY LTD ?SDA? OF THE NWS OIL INTERESTS IN
CONSIDERATION OF THE PAYMENT OF USD 388.5 MILLION ?AS
ADJUSTED IN ACCORDANCE WITH THE SALE AND PURCHASE
AGREEMENT? AND OTHERWISE ON THE TERMS AS SPECIFIED; B)
 THE ACQUISITION BY WEL FROM SDA OF THE FUTURE NWS OIL
 INTERESTS IN CONSIDERATION OF THE PAYMENT OF USD 10
MILLION AND OTHERWISE ON THE TERMS AS SPECIFIED AND C)


 THE GRANT OF RIGHTS BY WEL TO SHELL EXPLORATION
COMPANY B.V. ?SEC? ON THE TERMS AS SPECIFIED
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: XTO ENERGY INC.
 TICKER: XTO CUSIP: 98385X106
 MEETING DATE: 5/20/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: WILLIAM H. ADAMS ISSUER YES FOR FOR
III

PROPOSAL #1B: ELECTION OF DIRECTOR: KEITH A. HUTTON ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: JACK P. RANDALL ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF 2004 STOCK INCENTIVE PLAN AS ISSUER YES FOR FOR
 AMENDED AND RESTATED AS OF MAY 20, 2008.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR 2008.

PROPOSAL #04: STOCKHOLDER PROPOSAL TO DECLASSIFY THE SHAREHOLDER YES FOR AGAINST
BOARD OF DIRECTORS.
 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 ISSUER: YANZHOU COAL MNG CO LTD
 TICKER: N/A CUSIP: N/A
 MEETING DATE: 1/30/2008 FOR/AGAINST
 PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.: APPROVE AND RATIFY THE TERMS OF THE ISSUER YES FOR FOR
ACQUISITION AGREEMENT ENTERED INTO BETWEEN HEZE NENG
HUA AND THE PARENT COMPANY FOR THE ACQUISITION, AND
ALL THE TRANSACTIONS CONTEMPLATED THEREIN; AND APPROVE
 THE EXECUTION OF THE ACQUISITION AGREEMENT BY THE
DIRECTORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
OF THE COMPANY ?OR ANY ONE OF THEM? TO DO ALL SUCH
ACTS AND THINGS, TO SIGN AND EXECUTE ALL SUCH FURTHER
DOCUMENTS AND TO TAKE SUCH STEPS AS THE DIRECTORS OF
THE COMPANY ?OR ANY ONE OF THEM? MAY IN THEIR ABSOLUTE
 DISCRETION CONSIDER NECESSARY, APPROPRIATE, DESIRABLE
 OR EXPEDIENT TO GIVE EFFECT TO OR IN CONNECTION WITH
THE AGREEMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
 THEREUNDER AND ALL OTHER MATTERS THERETO

PROPOSAL #S.2: AMEND ARTICLE 158 OF THE COMPANY'S ISSUER YES FOR FOR
ARTICLES OF ASSOCIATION AS SPEICIFIED


 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.

 VANGUARD SPECIALIZED FUNDS
 By: /s/John J. Brennan
 (Heidi Stam)
 John J. Brennan*
 Chairman & Chief Executive Officer
 Date: August 28, 2008
 * By Power of Attorney. Filed on January 18, 2008, see File Number 2-29601.
 Incorporated by Reference.

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