SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by registrant [X]
Filed by a party other than the registrant[ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Germany Fund, Inc.
(Name of Registrant as Specified in Its Charter)
The Germany Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 29, 1995
--------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Germany Fund, Inc. (the "Fund") will be held at 2:00 P.M., New York time, on
June 29, 1995 at the offices of Deutsche Bank Securities Corporation, 31 West
52nd Street, 2nd Floor, New York, New York for the following purposes:
1. To elect four Directors.
2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the fiscal year ending December 31,
1995.
3. To consider, if presented, a stockholder proposal.
4. To consider and act upon any other business as may come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock at the close of business on May 10,
1995 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
Robert R. Gambee
Secretary
Dated: May 30, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY PROMPTLY.
<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 29, 1995
-----------------
PROXY STATEMENT
-----------------
This proxy statement is furnished by the Board of Directors of The Germany
Fund, Inc. (the "Fund") in connection with the solicitation of proxies for use
at the Annual Meeting of Stockholders (the "Meeting") to be held at 2:00 P.M.,
New York time, on June 29, 1995 at the offices of Deutsche Bank Securities
Corporation, 31 West 52nd Street, 2nd Floor, New York, New York. The purpose of
the Meeting and the matters to be acted upon are set forth in the accompanying
Notice of Annual Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors, FOR the ratification of the
selection of independent accountants and AGAINST the stockholder proposal. A
Proxy may be revoked at any time prior to the time it is voted by written notice
to the Secretary of the Fund or a subsequently executed proxy, or by attendance
at the Meeting and voting in person.
The close of business on May 10, 1995 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 13,948,645 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, Proxy Statement and form of Proxy will first be mailed to
stockholders on or about May 30, 1995.
The election of Directors (Proposal 1) and the ratification of the
selection of Price Waterhouse LLP as independent accountants for the Fund
(Proposal 2) require the affirmative vote of the holders of a majority of the
shares represented at the Meeting. The stockholder proposal (Proposal 3) is
advisory in nature and does not involve any required minimum number of votes.
The Fund intends to treat properly executed proxies that are marked "abstain"
and broker non-votes (defined below) as present for the purposes of determining
whether a quorum has been achieved at the Meeting. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue. If a proxy is properly
executed and returned accompanied by instructions to withhold authority to vote,
it represents a broker "non-vote" (that is, a proxy from a broker or nominee
indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have discretionary power). The
shares represented by broker non-votes or proxies marked with an abstention will
be considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business.
The date of this Proxy Statement is May 30, 1995.
<PAGE>
INTRODUCTION
The Board of Directors of the Fund has nominated four directors for
election at the Meeting (Proposal 1) and approved the selection of Price
Waterhouse LLP as independent accountants for the Fund for the fiscal year
ending December 31, 1995, for ratification by the stockholders at the Meeting
(Proposal 2). The effectiveness of each of Proposals 1 and 2 requires the
affirmative vote of the holders of a majority of the shares present at the
Meeting. The Board of Directors recommends against the stockholder proposal
(Proposal 3).
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's By-Laws provide that the Board of Directors be divided into
three classes of Directors serving staggered three-year terms. The term of
office for Directors in Class II expires at the 1995 annual meeting, Class III
at the next succeeding annual meeting and Class I at the following succeeding
annual meeting. Four Class II nominees are proposed in this Proxy Statement for
election.
Should any vacancy occur on the Board of Directors, the remaining
Directors, though less than a quorum, would be able to fill such vacancy for the
unexpired term by the vote of a majority of their number, as at present. Any
Director elected by the Board to fill a vacancy would hold office for the
unexpired portion of the term of the Director whose place has been filled. A
Director elected by the Board to fill a newly created directorship resulting
from an increase in the number of Directors will hold office until the next
election of the class for which that Director was chosen. If the size of the
Board is increased, the additional Directors will be apportioned among the three
classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in
the form of proxy to vote each proxy for the election of the nominees listed
below. Each nominee has indicated he will serve if elected, but if any nominee
should be unable to serve, proxies will be voted for any other person determined
by the persons named in the form of proxy in accordance with their judgment.
Each of the nominees is currently a member of the Board of Directors.
Information Regarding Directors and Officers
The following table shows certain information about the Directors,
including beneficial ownership of Common Stock of the Fund. Each has served as a
Director of the Fund since the Fund's inception in 1986, except for Prof. Dr.
Kohler and Mr. Macmillan-Scott, who were elected to the Board on May 10, 1991
and December 16, 1994, respectively.
2
<PAGE>
The following have been nominated for election at the 1995 Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 58 Director Chairman of PaineWebber International, 1,134
Class II Director of PaineWebber Group, Inc.
Director of The Brazilian Equity
Fund, Inc., The France Growth Fund, Inc.
and The Greater China Fund, Inc.
James Macmillan- 43 Director Managing Director of DBSC. --
Scott(2)(3)(4) Chief Executive Officer of
Class II The Germany Fund, Inc.,
The New Germany Fund, Inc.
and The Future Germany Fund, Inc.
(1992-1994). Director of European
Equity of Merrill Lynch, Pierce, Fenner
& Smith Incorporated (1989-1992).
Dr. Juergen F. 56 Director Chairman of the Board of Executive --
Strube Directors of BASF AG (since 1989).
Class II Chairman and President of BASF
Corporation (1985-1988).
Robert H. 55 Director President of Robert H. Wadsworth 368
Wadsworth(2) & Associates, Inc. Member of the Board
Class II of Supervisory Directors of ML High
Yield-Treasury Securities Fund N.V.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Dr. Rolf-Ernst 57 Chairman, Member of the Board of Managing Directors 1,000
Breuer(2)(3)(4) President and of Deutsche Bank AG. Chairman of the
Class I Director Supervisory Board of DBAM. Member of the
Board of Managing Directors of Deutsche Bank
North America Holding Corp. Member of the
Supervisory Board of Badenwerk AG. Deputy
Chairman of the Supervisory Board of Durr
Beteiligungs AG. Member of the Supervisory
Board of Klockner Werke AG. Chairman of the
Supervisory Board of Deckel MAHO AG. Member
of the Supervisory Board of Preussag AG.
Chairman of the Board of Directors of
Euroclear Clearance System Societe
Cooperative. Chairman of the Supervisory
Board of Deutsche Borse AG. Chairman of the
Supervisory Board of DLW AG. Member of the
Supervisory Board of Salamander AG. Member of
the Supervisory Board of Dyckerhoff AG.
Detlef 52 Director Partner of Sal. Oppenheim Jr. & Cie KGaA. --
Bierbaum(3) Chairman of the Supervisory Board of
Class I Rheinische Kapitalanlagegesellschaft mbH.
Member of the Supervisory Board of Nanz
Stiftung, ESCADA Aktiengesellschaft,
Klockner-Humboldt-Deutz AG, Deutsche
Kontinentale Ruckversicherungs-
Actiengesellschaft, Tertia
Handelsbeteiligungsgesellschaft mbH, Douglas
AG, and Immobilien KAG. --
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Edward C. Schmults 64 Director Member of the Board of Directors of GP 396
Class I Financial Corp. Member of the Board of
Trustees of The Edna McConnell Clark
Foundation. Senior Vice President-
External Affairs and General Counsel
of GTE Corporation (1984-1994).
Deputy Attorney General of the United
States, Department of Justice (1981-1984).
Partner, White & Case (1965-1973 and
1977-1981).
Prof. Dr. Claus 67 Director Member of the Administrative Board of --
Kohler Bundesanstalt fur Vereinigungsbedingte
Class III Sonderaufgaben (since 1995). Member
of the Administrative Board of
Treuhandanstalt (1990-1994). Member
of the Board of Governors and of the
Central Bank Council of Deutsche
Bundesbank (until 1990). Deputy
Chairman of the Supervisory Board
of Deutsche Verkehrs-Bank AG.
Member of the Advisory Board of
Westfalische Hypothekenbank AG.
Member of the Advisory Panel to the
Board of Governors of the Central
Bank of Oman. Member of the Board
(Kuratorium) of the Institute of
Empirical Economic Research. Professor
of Economics, University of Hannover.
Professor of Economics, University of
Frankfurt a.M.
Christian H. 51 Director Managing Director of DWS-Deutsche 547
Strenger(2)(3)(4) Gesellschaft fur Wertpapiersparen mbH
Class III (since 1991). Managing Director of
Deutsche Bank Securities Corporation
(1986-1991).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Werner Walbrol 56 Director President and Chief Executive Officer 200
Class III of the German-American Chamber
of Commerce. Member of the
United States German Youth Exchange
Council. Director of TUV Rheinland of
North America, Inc. President and
Director of German American
Partnership Program.
Otto Wolff von 76 Director Chairman of the Board of Otto 1,263
Amerongen Wolff Industrieberatung &
Class III Beteiligungen GmbH (industrial
consulting). Chairman of the
German East-West Trade Committee.
Honorary Chairman of the Association
of German Chambers of Industry and
Commerce (since 1988). Director of
Exxon Corp. (until 1989). Chairman
of the Board of Management of the
Otto Wolff von Amerongen Foundation.
Member of the Atlantic Advisory
Council of United Technologies Corp.
(until 1992). Chairman of the Supervisory
Board of DWA, Deutsche Waggonbau AG.
Member of the Advisory Council of
Allianz Versicherungs-AG (until February
1994). Member of the Advisory Council
of Creditanstalt-Bankverein. President
of the German Society for East European
Studies. Member of the Board of
Directors of the German Society for
Foreign Affairs.
</TABLE>
- ---------------
(1) As of May 10, 1995, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Macmillan-Scott, Strenger, Wadsworth and Dr.
Breuer each also serves as a Director of The New Germany Fund, Inc., one of
the two other closed-end registered investment companies for which Deutsche
Bank Securities Corporation, the manager of the Fund ("DBSC" or the
"Manager"), acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Mr. Bierbaum is an "interested"
Director because of his affiliation with Sal. Oppenheim Jr. & Cie KGaA,
which is the parent company of a registered broker-dealer; Dr. Breuer is an
"interested" Director because of his affiliation with Deutsche Asset
Management GmbH, the investment adviser to the Fund ("DBAM" or the
"Investment Adviser"), with Deutsche Bank North America Holding Corp. and
with Deutsche Bank AG ("Deutsche Bank"), of which DBSC is a wholly-owned
indirect subsidiary; Mr. Bult is an "interested" Director because of his
affiliation with PaineWebber Incorporated, a registered broker-dealer; Mr.
6
<PAGE>
Macmillan-Scott is an "interested" Director because of his affiliation with
DBSC; and Mr. Strenger is an "interested" Director because of his
affiliation with DWS-Deutsche Gesellschaft fur Wertpapiersparen ("DWS"), a
majority-owned subsidiary of Deutsche Bank.
(4) Indicates that Messrs. Macmillan-Scott, Strenger and Dr. Breuer each own
shares of Deutsche Bank, of which DBAM and DBSC are wholly-owned
subsidiaries. As of May 10, 1995, each such Director owned less than 1% of
the outstanding shares of Deutsche Bank, respectively.
Each Director also serves as a Director of The Future Germany Fund, Inc.,
one of the two other closed-end registered investment companies for which DBSC
acts as manager.
The Board of Directors presently has an Audit Committee composed of Messrs.
Schmults, Wadsworth and Walbrol. The Audit Committee makes recommendations to
the full Board with respect to the engagement of independent accountants and
reviews with the independent accountants the plan and results of the audit
engagement and matters having a material effect upon the Fund's financial
operations. The Audit Committee met three times during the fiscal year ended
December 31, 1994. In addition, the Board has an Advisory Committee composed of
Messrs. Schmults, Wadsworth and Walbrol. The Advisory Committee makes
recommendations to the full Board with respect to the Management Agreement
between the Fund and DBSC (formerly known as Deutsche Bank Capital Corporation)
and the Investment Advisory Agreement between the Fund and DBAM (formerly known
as Capital Management International GmbH of Deutsche Bank). The Advisory
Committee met once during the past fiscal year. At the present time, the Board
of Directors has no compensation or nominating committees, or other committees
performing similar functions.
During the past fiscal year, the Board of Directors had four regular
meetings and one special meeting, and each incumbent Director, with the
exception of Mr. Bierbaum, Dr. Breuer, Dr. Strube and Mr. Wolff von Amerongen,
attended at least 75% of the aggregate number of regular and special meetings of
the Board and meetings of Board Committees on which that Director served.
However, each incumbent Director, with the exception of Dr. Strube, attended at
least 75% of the number of regular meetings of the Board.
The Fund pays each of its Directors who is not an interested person of the
Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus $750
for each meeting attended. Each such Director who is also a Director of The
Future Germany Fund, Inc. or The New Germany Fund, Inc. also receives the same
annual and per-meeting fees for services as a Director of each such fund. Each
of the Fund, The Future Germany Fund, Inc. and The New Germany Fund, Inc.
reimburses the Directors who are not interested persons of such fund, the
Investment Adviser or the Manager for certain out-of-pocket expenses, such as
travel expenses, in connection with Board meetings. The following table sets
forth the aggregate compensation from the Fund and such other two funds for the
year ended December 31, 1994, for each Director who is not an employee of
Deutsche Bank, DWS, DBSC or DBAM, and for all such Directors as a group:
Total Compensation From
Aggregate Fund, The Future Germany
Compensation Fund, Inc. and
Name of Director From Fund The New Germany Fund, Inc.
---------------- ------------ --------------------------
Otto Wolff von Amerongen $ 9,750 $ 19,500
Edward C. Schmults $ 15,000 $ 30,000
Werner Walbrol $ 14,250 $ 29,250
Robert H. Wadsworth $ 15,000 $ 45,750
Dr. Juergen F. Strube $ 9,000 $ 18,000
Prof. Dr. Claus Kohler $ 11,250 $ 21,750
-------- --------
Total $ 74,250 $164,250
======== ========
7
<PAGE>
No compensation is paid by the Fund to Directors or officers who are
employees of Deutsche Bank, DWS, DBSC or DBAM.
The officers of the Fund other than as shown above are:
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
---- ---- ------------------ ---------------------------------------------
<S> <C> <C> <C>
G. Richard Stamberger 48 Chief Executive Officer Managing Director of DBSC (since 1993).
and Executive Managing Director of C.J. Lawrence, Inc.
Vice President (1990-1993). Managing Director of Pru-
dential Equity Management Associates at
the Prudential Insurance Company of America
(1984-1989).
Robert R. Gambee 52 Vice President, Secretary Director of DBSC (since 1992). First Vice
and Treasurer President of DBSC (1987-1991).
Joseph Cheung 36 Assistant Secretary and Assistant Vice President (since 1994) and
Assistant Treasurer Associate (1991-1994) of DBSC. Senior
Accountant at Deloitte & Touche
(prior thereto).
</TABLE>
The officers of the Fund are elected annually by the Board of Directors at
their meeting following the Annual Meeting of Stockholders.
The Board unanimously recommends a vote FOR Proposal 1.
---
Required Vote. The affirmative vote of the holders of a majority of the
shares represented at the Meeting is required for the election of each Director.
PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS
A majority of members of the Board of Directors, including a majority of
the members of the Board of Directors who are not "interested" Directors (as
defined in the 1940 Act) of the Fund have selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1995. The ratification of the selection of independent accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying Proxy will vote for Price Waterhouse LLP. A representative of Price
Waterhouse LLP will be present at the Meeting and will have the opportunity to
make a statement and is expected to be available to answer appropriate questions
concerning the Fund's financial statements.
The Board unanimously recommends a vote FOR Proposal 2.
---
Required Vote. The affirmative vote of the holders of a simple majority of
the shares represented at the Meeting is required for the ratification of the
selection by the Board of Directors of Price Waterhouse LLP as independent
accountants for the fiscal year ending December 31, 1995.
8
<PAGE>
PROPOSAL 3: STOCKHOLDER PROPOSAL
A beneficial owner (the "proponent") of Common Stock of the Fund has
informed the Fund that he intends to present the following proposal for action
at the Meeting. The proponent's name and address and the number of shares owned
by him will be furnished by the Secretary of the Fund upon request.
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to declassify
the Board of Directors so that all directors are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected."
The proponent has requested that the following statement be included in the
proxy statement in support of the proposal:
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable
for it's implementation of those policies. I believe that the
classification of the Board of Directors, which results in only a portion
of the Board being elected annually, is not in the best interests of the
Company and it's stockholders.
"The Board of Directors of the Company is divided into three classes
serving staggered three-year terms. I believe that the Company's classified
Board of Directors maintains the incumbency of the current Board and
therefore of current management, which in turn limits management's
accountability to stockholders.
"The elimination of the Company's classified Board would require each
new director to stand for election annually and allow stockholders an
opportunity to register their views on the performance of the Board
collectively and each director individually. I believe this is the one of
the best methods available to stockholders to insure that the Company will
be managed in a manner that is in the best interests of the stockholders.
"As a founding member of the Investors Rights Association of America I
believe that concerns expressed by companies with classified boards that
the annual election of all directors could leave companies without
experienced directors in the event that all incumbents are voted out by
stockholders, are unfounded. In my view, in the unlikely event that
stockholders vote to replace all directors, this decision would express
stockholder dissatisfaction with the incumbent directors and reflect the
need for change.
"I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION."
------------------------------------------------
OPPOSING STATEMENT OF YOUR BOARD OF DIRECTORS
For the reasons discussed below, the Board of Directors unanimously
recommends that you vote AGAINST this stockholder proposal.
-------
Prior to 1987, Directors were elected annually for a one-year term. At the
1987 annual meeting of stockholders of the Fund, stockholders approved by a
majority of the shares entitled to vote at that meeting an amendment to the
Fund's By-Laws to provide for three classes of Directors with overlapping
three-year terms and with each class being as nearly equal in number as
possible. The Fund has retained the classified board provision in its By-Laws.
9
<PAGE>
The Fund's proxy statement for the 1987 annual meeting of stockholders
contained a detailed discussion of the reasons for the Board's recommendation
concerning the classification of directors. The Board stated that the overall
purpose of providing for three-year terms for directors rather than one-year
terms would be to provide the advantage of greater assurance of continuity of
Board composition and policies. By doing so, it would permit the Board to
represent more effectively the interests of all stockholders, including
responding to circumstances created by demands or actions by a minority
shareholder or group that may be coercive, unfair to stockholders and
detrimental to the Fund.
The Board of Directors continues to believe that the reasons set forth in
the 1987 proxy statement are valid and that the election of Directors by classes
should be continued.
A vote in favor of this stockholder proposal is only an advisory
recommendation to the Board of Directors that it take the "necessary steps" to
accomplish the declassification of the Board of Directors. The Fund's Board of
Directors opposes such action as not being in the best interests of
shareholders.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THIS
STOCKHOLDER PROPOSAL. -------
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of the Investment Adviser is located at Bockenheimer
Landstrasse 42, 60323 Frankfurt am Main, Federal Republic of Germany. The
corporate office of the Manager is located at 31 West 52nd Street, New York, New
York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 10, 1995, no person, to the knowledge of management, owned of
record or beneficially, more than 5% of the outstanding Common Stock of the
Fund.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1996 must be received by the Fund on or before January 25,
1996, in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting.
10
<PAGE>
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection with
this solicitation will be borne by the Fund. In addition to the use of mails,
proxies may be solicited personally by regular employees of the Fund or the
Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $7,500 plus reimbursement of normal expenses.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1994 to any stockholder upon request. Such
requests should be directed by mail to The Germany Fund, Inc., 31 West 52nd
Street, New York, New York 10019 or by telephone to 1-800-GERMANY.
Robert R. Gambee
Secretary
Dated: May 30, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT TO THE FUND.
11
<PAGE>
PROXY THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert R. Gambee and Joseph Cheung as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated below, all the shares of common stock of
The Germany Fund, Inc. (the "Fund") held of record by the undersigned on May 10,
1995 at an Annual Meeting of Stockholders to be held on June 29, 1995 or any
adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS. [ ] FOR all nominees listed below [ ] WITHHOLDING AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(Instruction: To withhold authority for any individual nominee strike a line through the nominee's name in the list below.)
</TABLE>
CLASS II
(to serve until the 1998 Annual Meeting of Stockholders)
John A. Bult
James Macmillan-Scott
Dr. Juergen F. Strube
Robert H. Wadsworth
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP
AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
<PAGE>
3. TO ADOPT A STOCKHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO
DECLASSIFY THE BOARD SO THAT ALL DIRECTIORS ARE ELECTED ANNUALLY.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
4. TO CONSIDER AND ACT UPON ANY BUSINESS AS MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2 and will be voted AGAINST Proposal 3.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please provide the full name
of the corporation and the signature of the authorized officer signing on its
behalf.
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Name (please print)
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Name of Corporation (if applicable)
(By) (Date) 1995
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(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
