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 (Amendment No. _________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
THE GERMANY FUND, INC.
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(Name of Registrant as Specified in Its Charter)
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(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with materials.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 30, 2000
------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Germany Fund, Inc., a Maryland corporation (the "Fund"), will be held at 3:00
P.M., New York time, on June 30, 2000 at the offices of Deutsche Bank Securities
Inc., 31 West 52nd Street, 5th Floor, New York, New York for the following
purposes:
1. To elect four Directors, each to hold office for a term of three years
and until their successors are duly elected and qualify.
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the fiscal
year ending December 31, 2000.
3. To transact such other business as may properly come before the
meeting.
Only holders of record of Common Stock at the close of business on May 10,
2000 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If you have any questions or need further information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 909 Third Avenue, New York,
New York 10022, or 1-800-662-5200.
By Order of the Board of Directors
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 12, 2000
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 30, 2000
------------------
PROXY STATEMENT
------------------
This proxy statement is furnished by the Board of Directors of The Germany
Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at 3:00 P.M., New York time, on June 30, 2000 at the
offices of Deutsche Bank Securities Inc., 31 West 52nd Street, 5th Floor, New
York, New York. The purpose of the Meeting and the matters to be considered 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 and FOR the ratification of the
appointment of independent accountants. 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, 2000 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 14,436,403 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 12, 2000.
The Board of Directors of the Fund has nominated four Directors for
election at the Meeting (Proposal 1) and approved the appointment of
PricewaterhouseCoopers LLP as independent accountants to the Fund for the fiscal
year ending December 31, 2000, for ratification by the stockholders at the
Meeting (Proposal 2).
A quorum is necessary to hold a valid meeting. If stockholders entitled to
cast one-third of all votes entitled to be cast at the Meeting are present in
person or by proxy, a quorum will be established. Abstentions will be counted
for purposes of determining whether a quorum has been established, but will have
no effect on the election of Directors (Proposal 1) or the consideration of the
approval of the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Fund (Proposal 2).
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's charter (the "Charter") provides 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 I expires at the 2000 Annual Meeting,
Class II at the next succeeding Annual Meeting and Class III at the following
succeeding Annual Meeting. Three Class I and one Class II nominees are proposed
in this Proxy Statement for election.
Should any vacancy occur on the Board of Directors, the remaining
Directors would be able to fill such vacancy by the affirmative vote of a
majority of the remaining Directors in office, even if the remaining Directors
do not constitute a quorum. Any Director elected by the Board to fill a vacancy
would hold office until the remainder of the full term of the class of Directors
in which the vacancy occurred and until a successor is elected and qualifies. If
the size of the Board is increased, 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 accompanying form of proxy to vote each proxy for the election of the
nominees listed below. Each nominee has indicated that he will serve as a
Director 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 discretion. Each of the nominees, with the
exception of Ambassador Burt, 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. Storr, who were elected to the Board on June 21, 1991 and June
20, 1997, respectively.
The following Directors have been nominated for election at the 2000
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, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Detlef Bierbaum(3) 57 Director Partner of Sal. Oppenheim Jr. & Cie --
Class I KGaA. Member of the Supervisory
Boards of Nanz Stiftung, ESCADA
Aktiengesellschaft, Tertia
Handelsbeteiligungsgesellschaft
mbH and Douglas AG.
</TABLE>
2
<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, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Richard R. Burt(5) 53 Director Chairman, IEP Advisors, Inc. and --
Class II Weirton Steel, Member of the Boards
of Hollinger International, Archer
Daniels Midland and Homestake
Mining, Director, Flag Investors
Fund Family; Director, The Mitchel
Hutchins family of funds; Member,
Textron Corporation International
Advisory Council. Partner, McKinsey
& Company (1991-1994), Chief
Negotiator U.S. in the Strategic
Arms Reduction Talks (START) with
the former Soviet Union (1989-1991),
U.S. Ambassador to the Federal
Republic of Germany (1985-1989).
Edward C. Schmults(5) 69 Director Member of the Board of Directors of 587
Class I Green Point Financial Corp. and
Viatel, Inc., Chairman 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 U.S., Department of Justice
(1981-1984). Partner, White & Case
(1965-1973 and 1977-1981).
Hans G. Storr 68 Director President, Storr Investments. Chief 6,408
Class I Financial Officer of Philip Morris
Companies, Inc. Member of the Board
of Directors of Philip Morris
Companies, Inc. (1982-1996),
Chairman and Chief Executive Officer
of Philip Morris Capital Corporation
(1982-1996).
The following are Directors whose terms continue:
John A. Bult(2)(3) 63 Director Chairman of PaineWebber International, 2,380
Class II Director of The France Growth Fund,
Inc. and The Greater China Fund, Inc.
</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, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Dr. Juergen F. Strube 60 Director Chairman of the Board of Executive --
Class II Directors of BASF AG. Chairman
and President of BASF Corporation
(1985-1988).
Robert H. 60 Director President of The Wadsworth Group, 797
Wadsworth(2)(5) First Fund Distributors, Inc. and Trust
Class II for Investment Managers, Vice
President of Professionally Managed
Portfolios and Advisors Series Trust.
Prof. Dr. Claus Kohler 72 Director Member of the Administrative Board of --
Class III Bundesanstalt fur Vereinigungs-
bedingte Sonderaufgaben (1995-1996).
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).
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. 56 Director Company Director of DWS --
Strenger(2)(3)(4) Investment GmbH (since 1999).
Class III Managing Director of DWS -
Deutsche Gesellschaft fur
Wertpapiersparen mbH (1991-1999).
Chairman of Deutsche Fund
Management, Inc. (1997-2000).
Managing Director of Deutsche Bank
Securities Corporation (1986-1991).
</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, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Werner Walbrol(5) 62 Director President and Chief Executive Officer 253
Class III of the German American Chamber of
Commerce, Inc. and the European
American Chamber of Commerce, Inc.
Director of TUV Rheinland of North
America, Inc. President and Director
of German American Partnership
Program, Director of AXA Nordstern
Art Insurance Corporation.
Otto Wolff von 81 Director Director and Chairman of the Board 1,587
Amerongen of Otto Wolff Industrieberatung &
Class III Beteiligungen GmbH (industrial
consulting). Chairman of the German
East-West Trade Committee (until
2000). Honorary Chairman of the
Association of German Chambers of
Industry and Commerce. Chairman of
the Board of Management of the Otto
Wolff Foundation. Member of the
Atlantic Advisory Council of United
Technologies Corp. (until 1992).
Chairman of the Supervisory Board of
DWA, Deutsche Waggonbau AG (until
1999), Chairman of the Supervisory
Board of Allbecon AG, Dusseldorf.
Member of the Advisory Council of
Allianz Versicherungs-AG (until
February 1994). Member of the
Advisory Council of
Creditanstalt-Bankverein (until
1998). President of the German
Society for East European Studies
(until 1999). Member of the Board of
Directors of the German Society for
Foreign Affairs. President of the
German Business Association in the
Russian Federation, Moscow.
</TABLE>
5
<PAGE>
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(1) As of May 10, 2000, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Strenger and Wadsworth each also serve as a
Director of The New Germany Fund, Inc., one of the two other closed-end
registered investment companies for which Deutsche Bank Securities Inc.
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; Mr. Bult is an
"interested" Director because of his affiliation with PaineWebber
Incorporated, a registered broker-dealer; and Mr. Strenger is an
"interested" Director because of his ownership of Deutsche Bank shares.
(4) Indicates that Mr. Strenger owns shares of Deutsche Bank, of which
Deutsche Asset Management International GmbH ("DeAM") and Deutsche Bank
Securities Inc. are wholly-owned subsidiaries. As of May 10, 2000, Mr.
Strenger owned less than 1% of the outstanding shares of Deutsche Bank.
(5) Indicates that Messrs. Burt and Wadsworth also serve as directors of the
Flag Investors Portfolios Trust and Flag Investors Funds, Inc., both
open-end investment companies managed by the Deutsche Bank Group. Messrs.
Schmults and Walbrol also serve as directors of Deutsche Asset Management
VIT Funds, managed by the Deutsche Bank Group.
Each Director also serves as a Director of The Central European Equity
Fund, Inc., one of the two other closed-end registered investment companies for
which Deutsche Bank Securities Inc. acts as manager.
The Board of Directors presently has an Audit Committee composed of
Messrs. Burt, Schmults, Storr, 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, 1999. In addition, the Board has an Advisory Committee
composed of Messrs. Burt, Schmults, Storr, Wadsworth and Walbrol. The Advisory
Committee makes recommendations to the full Board with respect to the Management
Agreement between the Fund and Deutsche Bank Securities Inc. and the Investment
Advisory Agreement between the Fund and DeAM. The Advisory Committee met once
during the past fiscal year. The Board has an Executive Committee composed of
Messrs. Strenger, Burt, Schmults, Storr, Wadsworth and Walbrol. The Board has a
Nominating Committee composed of Messrs. Wadsworth and Walbrol. It is expected
that a third Director will be appointed at the next Board of Directors' meeting.
The Nominating Committee makes recommendations to the full Board with respect to
the selection of candidates to fill vacancies on the Board of Directors intended
to be filled by persons not affiliated with Deutsche Bank Securities Inc. or
DeAM, and the Nominating Committee must evaluate the qualifications of all
nominees for directorship pursuant to the director qualification provisions in
the Fund's Bylaws. The Nominating Committee will consider suggestions from
stockholders submitted in writing to the Secretary of the Fund.
During the past fiscal year, the Board of Directors had four regular
meetings and two special meetings, and each incumbent Director, with the
exception of Messrs. Bierbaum, Strube and Wolff, attended at least 75% of the
aggregate number of meetings of the Board and meetings of Board Committees on
which that Director served. 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 New
Germany Fund, Inc. or The Central European Equity 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 New Germany Fund, Inc. and The Central European Equity
Fund, Inc. (which three funds, together with The Flag Investors Portfolios
Trust, Flag Investors Funds, Inc. and Deutsche Asset Management VIT Funds,
represent the entire Fund Complex advised by the Manager and the Investment
Adviser within the meaning of the applicable rules and regulations of the
Securities and Exchange Commission, reimburses the Directors (except for those
employed by
6
<PAGE>
the Deutsche Bank group) for travel expenses in connection with Board meetings.
The following table sets forth the aggregate compensation from the Fund for the
fiscal year ended December 31, 1999, and from the Fund and such other funds for
the year ended December 31, 1999, for each Director who is not an interested
person of the Fund, and for all such Directors as a group:
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation
Name of Director From Fund From Fund Complex
---------------- ---------------------- ------------------
<S> <C> <C>
Richard R. Burt $ 6,750 $ 36,750
Prof. Dr. Claus Kohler 12,000 24,000
Edward C. Schmults 14,250 42,070
Hans G. Storr 15,000 30,000
Dr. Juergen F. Strube 9,000 18,000
Robert H. Wadsworth 16,500 73,250
Werner Walbrol 15,000 45,320
Otto Wolff von Amerongen 9,750 19,500
-------- --------
Total $98,250 $288,890
======== ========
</TABLE>
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund, Deutsche Bank Securities Inc. or Deutsche Asset
Management International GmbH.
The officers of the Fund other than as shown above are as follows (each
also serving as an officer of The New Germany Fund, Inc. and The Central
European Equity Fund, Inc.):
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
---- --- ------------------ --------------------------------------------
<S> <C> <C> <C>
Paul W. Higgins 54 President and Chief Managing Director and Head of Private
Executive Officer Banking Americas, Member of the
Executive Committee of Deutsche Bank
Americas, Chairman of Bankers Trust Co.
Connecticut Ltd., Bankers Trust Florida,
N.A., and Bankers Trust International
Private Banking Corp.
Hanspeter Ackermann 43 Chief Investment Officer President of Deutsche Bank Investment
Management Inc., Senior International
Equity Portfolio Manager of Bankers Trust
Co., President and Managing Partner of
Eiger Asset Management (1993-1996),
Managing Director and CIO of SBC
Portfolio Management International
(1983-1993).
Robert R. Gambee 57 Chief Operating Officer Director (since 1992), First Vice President
and Secretary (1987-1991) and Vice President (1978-
1986) of Deutsche Bank Securities, Inc.
Secretary of Flag Investors Funds, Inc.,
Deutsche Bank Investment Management, Inc.
(since 1997).
Joseph Cheung 41 Chief Financial Officer Vice President (since 1996), Assistant Vice
and Treasurer President (1994-1996) and Associate (1991-
1994) of Deutsche Bank Securities Inc.
</TABLE>
The officers of the Fund are elected annually by the Board of Directors at
its meeting following the Annual Meeting of Stockholders.
7
<PAGE>
The Board unanimously recommends a vote FOR Proposal 1.
Required Vote. Provided a quorum has been established, the affirmative
vote of a plurality of the votes cast at the Meeting is required for the
election of each Director.
PROPOSAL 2: APPOINTMENT 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 appointed PricewaterhouseCoopers LLP
as independent accountants for the Fund for the fiscal year ending December 31,
2000. The ratification of the appointment of independent accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying form of proxy will vote for PricewaterhouseCoopers LLP. A
representative of PricewaterhouseCoopers 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. Provided a quorum has been established, the affirmative
vote of a majority of the votes cast at the Meeting is required for the
ratification of the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the Fund for the
fiscal year ending December 31, 2000.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH, the
Fund's Investment Adviser, is located at Mainzer Landstrasse 16, 60325 Frankfurt
am Main, Federal Republic of Germany. The corporate office of Deutsche Bank
Securities Inc., the Fund's Manager, is located at 31 West 52nd Street, New
York, New York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 10, 2000, no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund,
other than as set forth below.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Outstanding Common Stock
------------------- ----------------------- ------------------------
<S> <C> <C>
Mira, L.P.(1) .............................. 993,834 7.1
One Chase Manhattan Plaza, 42nd Floor
New York, NY 10005
</TABLE>
- -------------
(1) This information is based exclusively on information provided by such
person on Schedule 13G filed with respect to the Fund on July 12, 1999 and
October 5, 1999, and on Schedule 13D on December 7, 1999. Such person also
reported that (a) as the general partner of Mira, L.P., Zurich Capital
Markets Inc. may be deemed to beneficially own an aggregate of 993,834
shares of Common Stock of the Fund and (b) the power to vote and dispose
of the 993,834 shares of Common Stock of the Fund held by Mira, L.P. is
shared by Mira, L.P. and Zurich Capital Markets Inc. as its general
partner. To the knowledge of management, no other Schedules 13D or 13G had
been filed with respect to the Fund as of May 10, 2000.
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 properly
come before the meeting, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon according to
their discretion.
8
<PAGE>
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of Securities Exchange Commission Rule 14a-8 to be considered for
inclusion in the Fund's proxy statement for the 2001 Annual Meeting, the
proposals must be received at The Germany Fund, Inc., 31 West 52nd Street, New
York, New York, 10019, Attention: Secretary, on or before January 12, 2001.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2001
Annual Meeting, whether or not it is also the subject of a proposal timely
submitted for inclusion in the Fund's proxy statement, written notice of such
business as prescribed in the Bylaws must be received by the Fund's Secretary
between January 12, 2001 and February 11, 2001. For additional requirements, the
stockholder may refer to the Bylaws, a current copy of which may be obtained
without charge upon request from the Fund's Secretary. If the Fund does not
receive timely notice pursuant to the Bylaws, the proposal may be excluded from
consideration at the meeting, regardless of any earlier notice provided in
accordance with Securities Exchange Commission Rule 14a-8.
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 $6,000 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, 1999 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. Annual
reports are also available on the Fund's web site: www.germanyfund.com.
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 12, 2000
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.
9
<PAGE>
[GRAPHIC OF GERMAN FLAG]
<PAGE>
PROXY THE GERMANY FUND, INC.
The undersigned stockholder of The Germany Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Robert R. Gambee and Joseph Cheung, or
either of them, as proxies for the undersigned, with full power of substitution
in each of them, to attend the Annual Meeting of the Stockholders of the Fund to
be held at 3:00 P.M., New York time, on June 30, 2000 at the offices of Deutsche
Bank Securities Inc., 31 West 52nd Street, 5th Floor, New York, New York, and
any adjournment or postponement thereof, to cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at such meeting and otherwise
to represent the undersigned at the meeting with all powers possessed by the
undersigned if personally present at the meeting. The undersigned hereby
acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of
the accompanying Proxy Statement and revokes any proxy heretofore given with
respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed below. If this Proxy is executed but no instruction is given, the
votes entitled to be cast by the undersigned will be cast "FOR" each of the
nominees for director and "FOR" each of the other proposals as described in the
Proxy Statement and in the discretion of the Proxy holder on any other matter
that may properly come before the meeting or any adjournment or postponement
thereof.
1. [ ] FOR each of the nominees
for director listed below.
[ ] WITHHOLD AUTHORITY
as to all listed nominees.
[ ] FOR all nominees except
as marked to the contrary below.
(Instructions: To withhold authority for any individual nominee strike
a line through the nominee's name in the list below.)
Detlef Bierbaum
Richard R. Burt
Edward C. Schmults
Hans G. Storr
<PAGE>
2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER.
[ ] CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON
Please sign here exactly as name appears on the records of the Fund and
date. If the shares are held jointly, each holder should sign. When signing as
an attorney, executor, administrator, trustee, guardian, officer of a
corporation or other entity or in another representative capacity, please give
the full title under signature(s).
------------------------------------------
Name (please print)
------------------------------------------
Signature
------------------------------------------
Signature, if held jointly
------------------------------------------
Dated: , 2000
