ARCELOR-MITTAL

EGM Date: 2007-11-05

1 Approval of the merger whereby ArcelorMittal shall merge into Arcelor by way of absorption by Arcelor of ArcelorMittal and without liquidation
of ArcelorMittal.
This General meeting is the second step regarding the merger between Arcelor and Mittal Steel. Process started in August, 2007. Holders of the
ArcelorMittal shares will receive one newly issued Arcelor shares. After the merger the company will change of name, and will be called ArcelorMittal. The Oppose
company will adopt the by-laws of Arcelor. These by-laws are identical to the current ArcelorMittal's by-laws. Although there are a few positive changes
as a result of the proposed merger, we have concerns (see below) about the reduction of shareholder rights as a result of this second step in the merger
process. Due to our concerns we recommend opposition.

2 Discharge of the Board and the auditor

In Luxembourg the discharge of the board is a statutory requirement. Due to our concerns about the deteriorations of shareholder rights as a result of the Oppose
merger process we recommend to oppose the board discharge

EADS
EGM Date: 2007-10-22
3 Reappointment of Mr. Rüdiger Grube as Director for a period of 5 years
Director with potential conflict of interests (Mr. Grube is an executive at DaimlerChrysler, which owns 22.41% of the company's sharecapital) Director of
EADS NV since 06/05/2004, member of the Remuneration-Nomination Committee of EADS NV, member of the Audit Committee of EADS NV. Rudiger Oppose
Grube is 55 years old. The candidate is reported to own 1 000 company shares. Due to the length of the mandate (Proxinvests recommend a maximum
length of four years) and the lack of independent representation on the board we recommend opposition.

5 Election of Mr. Rolf Bartke as Director for a period of 5 years

Director with potential conflict of interests (Mr. Bartke is a former executive at DaimlerChrysler, which owns 22.41% of the company's share capital (he left
Oppose
DaimlerChrysler in march 2006) Due to the length of the mandate (Proxinvest recommends a maximum length of four years) and the lack of independent
representation on the board, we recommend opposition.

6 Election of Mr. Dominique d'Hinnin as Director for a period of 5 years

Director with potential conflict of interests (Mr. d'Hinnin is an executive at Lagardère SCA, which owns 22.41% of the company's sharecapital). Due to the
Oppose
length of the mandate (Proxinvest recommends a maximum length of four years) and the lack of independent representation on the board, we recommend
opposition.

7 Reappointment of Mr. Juan Manuel Eguiagaray Ucelay as Director for a period of 5 years
Director with potential conflict of interests (Mr. Eguigaray Ucelay is linked to SEPI, which owns 5.46% of the company's sharecapital). Since the 1970's he
held various political mandates in Spain; amongst others he was Minister for Public Administration (1991-1993) and Minister for Industry and Energy
Oppose
(1993-1996). He resigned from Parliament in 2001. Director of EADS NV since 2005. Juan Manuel Eguiagaray Ucelay is 61 years old. Due to the length
of the mandate (Proxinvest recommends a maximum length of four years) and the lack of independent representation on the board, we recommend
opposition.

8 Reappointment of Mr. Arnaud Lagardere as Director for a period of 5 years

Director with potential conflict of interests (Mr. Lagardère is an executive at Lagardère SCA, which owns 22.41% of the company's sharecapital)Director of
EADS NV since 06/05/2004. Chairman of the Remuneration-Nomination Committee of EADS NV, Chairman of the Audit Committee of EADS NV. Arnaud Oppose
Lagardère is 46 years old. In addition to the independence issue of Mr. Lagardère, the company Lagardère SCA is involved in the French Market Authority
 investigation on insider trading, we recommend opposition.

9 Election of Mr. Hermann-Josef Lamberti as Director for a period of 5 years

Director with potential conflict of interests (Executive of an important German financial institution : Deutsche Bank). Due to the length of the mandate Oppose
(Proxinvest recommends a maximum length of four years), the lack of independent representation on the board, we recommend opposition.

10 Election of Mr. Lakshmi N. Mittal as Director for a period of 5 years

Independent Director : Graduated from St. Xavier's College in Calcutta (Commerce degree). Mr Mittal founded Mittal Steel Company (formerly the LNM
Group) in 1976. Lakshmi N. Mittal is the President and CEO of ArcelorMittal. We have concerns about the past attitude of Lakshmi Mittal concerning
corporate governance at the head of ArcelorMittal (See ECGS reports about ArcelorMittal 2007 meetings). At the time of the merger between Arcelor and
Mittal, he promised that no executives would be members of the Board of Directors and that a majority of Board seats would be held by independent Oppose
members. Six months later, Mr. Lakshmi Mittal became the CEO and Chairman of ArcelorMittal and the promise about the independence of the Board of
Directors is still not met. In addition The reincorporation of the ArcelorMittal group from the Netherlands to Luxembourg has led to a significant reduction of
shareholders rights. In light of the recent governance scandals at EADS we question the appointment of Lakshmi Mittal as a credible force to improve the
governance and independent oversight at the company. We therefore recommend opposition.

12 Reappointment of Mr. Michel Pébereau as Director for a period of 5 years

Director with potential conflict of interests. Mr Pebereau is a director at Lafarge a significant shareholder in the company, in addition he is the chairman of
BNP Paribas, an important French financial institution. Furthermore we have concerns about his high number of external positions. Due to the length of Oppose
the mandate (Proxinvest recommends a maximum length of four years), the lack of independent representation on the board and the number of external
mandates, we recommend opposition.

13 Reappointment of Mr. Bodo Uebber as Director for a period of 5 years

Director with potential conflict of interests (Mr. Uebber is an executive at DaimlerChrysler, which owns 22.41% of the company's sharecapital ) Director of
Oppose
EADS NV since 30/06/2007. Due to the length of the mandate (Proxinvest recommends a maximum length of four years) and the lack of independent
representation on the board, we recommend opposition.

PERNOD RICARD
Combined Date: 2007-11-07
6 Election of Mrs Nicole Bouton as Director for a period of 4 years
Director with potential conflict of interests : Graduated from the Institut d'Etudes Politiques de Paris, Nicole Bouton is the Chairman of Finance Centuria,
an organization she created in 2002. In 2000, she was appointed Board Member of Banque NSMD and Director of ABN AMRO France. In 1996, she
joined the Banque Neuflize, Schlumberger Mallet Demachy (ABN AMRO France Group) as a member of the Executive Committee and Managing Director
of Institutional and Bank customers. Prior to these appointments, Nicole was employed by Lazard Freres & Company where she created the Institutional
Oppose
Department. She has been appointed Manager of Lazard Freres and Lazard Freres Gestion Banque. Madame Bouton began her career at Credit
Commercial de France. She is 60 years old. Nicole Bouton is a spouse of Daniel Bouton, chairman-CEO of Société Générale. Société Générale has a
strong relationship within the Company: they have had till recently a cross participations, Mr. Ricard is actually a Director at the Société Générale’s Board,
Société Générale is one of the major lenders and the Company’s shares register as well as shareholders meetings are managed by Société Générale.
Due to the lack of independent representation on the board, to the strong involving of Société Générale in group activity, we recommend opposition.
For: 91.25% - Against: 8.64% - Abstain: 0.11% - Discretionary to Chair: 0.00%
11 Global allowance for the issuance of capital related securities without pre-emptive right
Authorize a capital increase up to € 68 million and the securities issuances up to € 4 billion; possible pre-emption priority. Minimum price : 95% of the
market stock price. Authorization valid for a period of 26 months. Authorisation amounting to 20% of the company's capital. The PROXINVEST Principles Oppose
support a limit on capital issues without pre-emption tradable rights or priority delay of 5% of share capital. The proposal is not in the shareholders'
interests.
 For: 90.48% - Against: 9.40% - Abstain: 0.12% - Discretionary to Chair: 0.00%
12 "Green shoe" authorization
Allows an additional issue of 15% of the capital stock Authorization valid for a period of 26 months. A "greenshoe" global authorization allows to increase
the placement by 15% for new capital at a price equal to the initial offer within a 30 day period. In case of increase of the stock price over this period, the Oppose
company and its bankers will be able to issue shares with a discount price superior to the legal maximal 5% discount over market price. Such additional
dilution risk is not favourable to shareholders' interest.
For: 91.08% - Against: 8.82% - Abstain: 0.10% - Discretionary to Chair: 0.00%
13 Delegation to issue shares and capital securities as consideration for contributions in kind made to the company
Up to 10% of the capital stock. Authorization valid for a period of 26 months. No specific project is provided here as a justification for such a blanket Oppose
clearance which avoids the usual external controls of a regular merger by EGM.
For: 94.29% - Against: 5.61% - Abstain: 0.10% - Discretionary to Chair: 0.00%
14 Approve issues of shares or other capital related securities as a payment for any public offer
Up to 20% of the capital stock. Authorization valid for a period of 26 months. The authorization can be used for a public tender offer involving a merger
Oppose
without prior shareholders approval. A specific EGM authorisation is preferred before any launch of public offer on firms with a capitalization of at least
10% of our market cap. Therefore, the proposal is considered being contrary to shareholders' interest.
For: 92.16% - Against: 7.71% - Abstain: 0.13% - Discretionary to Chair: 0.00%
18 Issue restricted shares for employees and managers
Authorization amounting to 1% of the capital stock ; authorization valid for a period of 38 months. The annual report contains performance conditions but
accordingly to our voting policy, resolutions submitted to shareholders should include precisely the conditions of remittance of restricted shares and also Oppose
the part of shares proposed to allocate to top managers. If the proposal does not include these conditions, we accept free shares remittance for no more
than 0.5% of the company's capital.
For: 81.21% - Against: 18.68% - Abstain: 0.11% - Discretionary to Chair: 0.00%
19 Approval of the issuance of equity warrant during a tender offer
Authorize a capital increase up to €145,000,000 ; authorization valid for a period of 18 months. New French Poison pill introduced by the March 2006 Law
on tender-offers: the management would be authorized to offer free warrants for shareholders during period of public offer. The necessary vote required to
approve the issuance of the warrants is the simple majority of voting rights. The Warrants are based on a threat of dilution of the acquirer’s equity holding
Oppose
and voting interest in the target company, leading the bidder to withdraw its offer and to negotiate with the Board. This authority may only be implemented
when the reciprocity exception is applicable. In the event the target company proceeds with such an announcement, the bidder will be allowed to
withdraw its bid. If the bidder does not request the withdrawal of its bid, it would then expose itself to the issuance of Warrants and its corresponding
dilutive effect. We strongly recommend to oppose the resolution. Authorisation amounting to 42.67% of the company's capital.
For: 60.05% - Against: 39.85% - Abstain: 0.11% - Discretionary to Chair: 0.00%
20 Approve capital Increase for the employees
The requested authorisation allows potential dilution of 2 % of current capital. Minimum issuance price of 80% of the market stock price. Authorization
valid for a period of 26 months. Our policy is to accept a 30% discount only if employee shareholding <1% , up to 10% if 1-2%, 5% if 2-3% and no Oppose
discount if the employees shareholding already exceeds 3% of the capital. The current share of the employees' capital stake is 1.32% and we do not
support any possible discount superior to 10% below market price because of the negative dilution impact on shareholders investment value.
For: 98.02% - Against: 1.86% - Abstain: 0.12% - Discretionary to Chair: 0.00%
GETRONICS
EGM Date: 2007-10-02
7.b Appointment of the members of the Supervisory Board.
This item on the agenda has been included at the request of KPN, with application of articles 33, paragraph 5 and 6 of the articles of association of the
Company. Under the condition precedent that the Offer is declared unconditional and as of the Offer settlement date. Mr A.J.P.M. van Leusden, Mr. E.
Blok and Ms. M.E. van Lier Lels as members of the Supervisory Board of the Company. The company indicates that Mr. van Leusden shall be the only
truly independent member (i.e. within the definition of the Dutch Corporate Governance Code dated 8 December 2003), such Upon the acceptance of this
 proposal the Company shall fail to fulfil the "best practice" provision III.2.1 of the Corporate Governance Code. This provision reads as follows: 'All Abstain
members of the Supervisory Board, save for one person at the maximum, are independent within the meaning of "best practice" provision III.2.2. Taking
into account the foreseen delisting of the shares from Euronext Amsterdam this extraordinary position will be of a temporary nature. DSR considers it not
best practice to not appoint members of the Supervisory Board on an individual basis as well as the fact that more than 1 member of the Supervisory
Board is not considered independent. However, since this proposal is conditional on the succeeding of the takeover as mentioned under agenda item 2
and the intention to go private after the takeover DSR recommends to abstain.
For: 98.34% - Against: 1.25% - Abstain: 0.41% - Discretionary to Chair: 0.00%
7.a Appointment of the members of the Board of Management.
This item on the agenda has been included at the request of KPN, with application of articles 33, paragraph 5 and 6 of the articles of association of the
Company. Under the condition precedent that the Offer is declared unconditional and as of the Offer settlement date. It is proposed to appoint Mr. K.E.
van der Meijden and Mr. S. van Schilfgaarde as members of the Board of Management of the Company. The proposed appointments will be for a period
Abstain
of one year as of the settlement date of the Offer. The remuneration of the members of the Management Board which are proposed to be appointed will
be within the remuneration policy as determined by the General Meeting of Shareholders. DSR considers it not best practice to not appoint members of
the Management Board on an individual basis. However, since this item is conditional on the succeeding of the takeover as mentioned under agenda item
2 and the intention to go private after the takeover DSR recommends to abstain.
For: 99.58% - Against: 0.00% - Abstain: 0.42% - Discretionary to Chair: 0.00%
ROYAL KPN
EGM Date: 2007-11-06
3 Proposal to approve the arrangement to provide shares as part of the variable long-term reward under Mr. Scheepbouwer's remuneration
package.
The company proposes a new long term incentive for the CEO Mr. Scheepbouwer, which will consist entirely of performance based share awards,
Oppose
whereas the existing plan is based on both share awards and share options. Overall, the proposed amendments do not address our existing concerns
over Mr. Scheepbouwer's long term incentive plan and does not represent a significant improvement in our view (see below). We therefore recommend
opposition.

SONAE SGPS
EGM Date: 2007-12-14
2 Elect directors and members of audit board and remuneration committee.
With the de-merger, Sonae also plans to appoint a new 3-member board with one single independent member. We suggest opposing this resolution. See Oppose
below for details.