<PAGE>
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 Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SMALLCAP WORLD FUND, INC.
- - - - -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - - - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $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:
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(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary 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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Notes:
<PAGE>
SMALLCAP WORLD FUND, INC.
_________
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 5, 1995
_________
TO THE SHAREHOLDERS OF
SMALLCAP WORLD FUND, INC.:
A Meeting of Shareholders of SMALLCAP World Fund, Inc. (the "Fund") will be
held at the offices of the Fund, 333 South Hope Street, 51st Floor, Los
Angeles, California 90071 on April 5, 1995 at 2:00 p.m., local time, to
consider and vote on the following matters described under the corresponding
numbers in the accompanying Proxy Statement:
(1) election of a board of eleven Directors;
(2) ratification or rejection of the selection by the Board of Directors of
Deloitte & Touche LLP as independent accountant of the Fund for the fiscal year
ending September 30, 1995; and
(3) such other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on January 6, 1995 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS OF
A MAJORITY OF THE SHARES OF THE FUND OUTSTANDING ON THE RECORD DATE ARE PRESENT
IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS
REVOCABLE, AND YOUR SIGNING WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE
EVENT THAT YOU ATTEND THE MEETING.
By Order of the Board of Directors,
Chad L. Norton
SECRETARY
February 15, 1995
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE
NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
SMALLCAP WORLD FUND, INC.
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
_________
PROXY STATEMENT
MEETING OF SHAREHOLDERS --APRIL 5, 1995
_________
The enclosed Proxy is solicited by the Board of Directors of the Fund in
connection with the Meeting of Shareholders to be held on April 5, 1995. Every
Proxy returned in time to be voted at the meeting will be voted, and if a
specification is made with respect to any proposal, the Proxy will be voted
accordingly. If no specification is made, the Proxy will be voted for each of
the nominees for director and in favor of the other proposals. Anyone having
submitted a Proxy may revoke it prior to its exercise, either by filing with
the Fund a written notice of revocation, by delivering a duly executed Proxy
bearing a later date, or by attending the meeting and voting in person. This
Proxy was first mailed to shareholders on or about February 15, 1995.
At the close of business on January 6, 1995, the record date fixed by the
Board of Directors for the determination of shareholders entitled to notice of
and to vote at the meeting, there were outstanding 163,329,622 shares of
capital stock, $1 par value, the only authorized class of securities of the
Fund. Each share is entitled to one vote. There is no provision for cumulative
voting. No person owned of record or was known by the Fund to own beneficially
5% or more of the outstanding shares of the Fund.
With respect to the election of Directors (Item 1), the eleven nominees
receiving the highest number of votes shall be deemed to be elected. The vote
required to approve Item 2 is the affirmative vote of the lesser of (a) 67% or
more of all shares present and entitled to vote at the meeting, provided the
holders of more than 50% of all shares outstanding and entitled to vote are
present or represented by proxy, or (b) more than 50% of all outstanding
shares.
In the event that sufficient votes are not received by the meeting date, a
person named as proxy may propose one or more adjournments of the meeting for a
period or periods not more than 120 days in the aggregate to permit further
solicitation of Proxies. The persons named as proxies will vote all Proxies in
favor of such adjournment. Signed but unmarked Proxies will be voted for the
below nominated Trustees and in favor of all proposals. Shareholders who return
Proxies marked as abstaining from voting on the proposals are treated as being
present at the meeting for purposes of obtaining the quorum necessary to hold
the meeting, but are not counted as part of the vote necessary to approve the
proposals. Where brokers holding Fund shares for their customers in Street Name
have not received instructions and are not authorized to vote without
instruction, those shares also will be treated as abstentions.
1. ELECTION OF DIRECTORS
Eleven Directors are to be elected at the meeting, each to hold office until a
successor is elected and qualified. Because it is not anticipated that meetings
of shareholders will be held each year, the Directors' terms will be indefinite
in length. All of the nominees for Director except Richard G. Capen, Jr.,
William R. Grimsley, E. Graham Holloway and Leonade D. Jones were elected by
shareholders at their last meeting on April 17, 1991. Mr. Capen was elected by
the Directors on October 14, 1993; and Messrs. Grimsley and Holloway were
elected by the Directors on October 18, 1991. Ms. Jones has been nominated by
the Board of Directors and has agreed to serve as Director if elected.
Each of the nominees has agreed to serve as Director if elected. If, due to
presently unforeseen circumstances, any nominee should not be available for
election, the persons named as proxies will vote the signed but unmarked
Proxies and those marked for the nominated Director for such other nominee as
the present Directors may recommend. The table below and on the following page
sets forth certain information regarding the nominees.
<TABLE>
<CAPTION>
NAME OF NOMINEE CURRENT PRINCIPAL YEAR MEMBERSHIP ON SHARES
(POSITION WITH FUND) OCCUPATION AND FIRST BOARDS OF OTHER BENEFICIALLY
AND AGE PRINCIPAL EMPLOYMENT ELECTED A REGISTERED OWNED DIRECTLY
DURING PAST FIVE DIRECTOR INVESTMENT OR INDIRECTLY
YEARS # COMPANIES AND AT
PUBLICLY JANUARY 6, 1995
HELD COMPANIES
<S> <C> <C> <C> <C>
RICHARD G. CAPEN, JR. /1/ /2/ /3/ Corporate director and 1993 The American 2,372
(Director) author; former United Funds Group
60 States Ambassador to (Director of
Spain; former Vice one other fund)
Chairman of the Board,
Knight Ridder, Inc.;
former Chairman and
Publisher, THE MIAMI
HERALD
H. FREDERICK CHRISTIE + /1/ /2/ /3/ Private investor; 1990 The American 4,351
(Director) former President, The Funds Group
61 Mission Group (Director/Trus
(non-utility holding tee of 15 other
company, subsidiary of funds)
Southern California American
Edison) Variable
Insurance
Series
Ducommun Inc.
Great Western
Financial
Corporation
IHOP Corp.
Ultramar
Corporation
ALAN W. CLEMENTS /2/ /3/ Private investor; 1991 The American 1,066
(Director) former Executive Funds Group
66 Director - Finance, (Director of
Imperial Chemical one other fund)
Industries PLC David S. Smith
(Holdings) PLC
Trafalgar House
PLC
Mirror Group
Newspapers PLC
Cementone plc
ROBERT B. EGELSTON* Senior Partner, 1990 The American 14
(Chairman of the Board) Capital Group Funds Group
64 Partners, Limited (Director of
Partnership one other fund)
Bond Portfolio
For Endowments
Emerging
Markets Growth
Fund
Endowments
ALAN GREENWAY /1/ /2/ /3/ President, Greenway 1990 The American 165
(Director) Associates, Inc. Funds Group
67 (management (Director/Trus
consulting services); tee of three
former Chairman, other funds)
Australian Tourist
Commission
WILLIAM R. GRIMSLEY* Senior Vice President 1992 The American 16,103
(President) and Director, Capital Funds Group
56 Research and (Director/Trust
Management Company ee of two other
funds)
E. GRAHAM HOLLOWAY* Former Chairman of the The American 44,879
(Director) Board, American Funds Funds Group
64 Distributors, Inc. (Director of
one other fund)
LEONADE D. JONES Treasurer, The Nominee The American 47
(Director) Washington Post Funds Group
47 Company (Director of
three other
funds)
WILLIAM H. KLING /2/ /3/ President, Minnesota 1990 The American 4,878
(Director) Public Radio; Funds Group
52 President, Greenspring (Director/Trust
Co.; former President, ee of three
American Public Radio other funds)
(now Public Radio
International)
NORMAN R. WELDON /2/ /3/ President, Corvita 1990 The American 2,540
(Director) Corporation; former Funds Group
60 President, Cordis (Director of
Corporation one other fund)
PATRICIA K. WOOLF /2/ /3/ Private investor; 1990 The American 2,843
(Director) Lecturer, Department Funds Group
60 of Molecular Biology, (Director of
Princeton University three other
funds)
Cordis
Corporation
General Public
Utilities
Corporation
National Life
Insurance Co.
of Vermont
</TABLE>
____
The American Funds Group consists of 28 funds: AMCAP Fund, Inc., American
Balanced Fund, Inc., American High-Income Municipal Bond Fund, Inc., American
High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America, Inc.,
Capital Income Builder, Inc., Capital World Bond Fund, Inc., Capital World
Growth and Income Fund, Inc., The Cash Management Trust of America, EuroPacific
Growth Fund, Fundamental Investors, Inc., The Growth Fund of America, Inc., The
Income Fund of America, Inc., Intermediate Bond Fund of America, The Investment
Company of America, Limited Term Tax-Exempt Bond Fund of America, The New
Economy Fund, New Perspective Fund, Inc., SMALLCAP World Fund, Inc., The
Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Fund of California, The
Tax-Exempt Fund of Maryland, The Tax-Exempt Fund of Virginia, The Tax-Exempt
Money Fund of America, The U.S. Government Securities Fund, The U.S. Treasury
Money Fund of America and Washington Mutual Investors Fund, Inc. Capital
Research and Management Company also manages American Variable Insurance Series
and Anchor Pathway Fund which serve as the underlying investment vehicles for
certain variable insurance contracts; and Bond Portfolio for Endowments, Inc.
and Endowments, Inc. whose shares may be owned only by tax-exempt
organizations.
# Corporate positions. In some instances, may have changed during the period.
+ May be deemed an "interested person" of the Fund within the meaning of the
Investment Company Act of 1940 (the "1940 Act"), due to membership on the board
of directors of the parent company of a registered broker-dealer.
* Is considered an "interested person" of the Fund within the meaning of the
1940 Act on the basis of his affiliation with Capital Research and Management
Company (the "Investment Adviser").
/1/ The Fund has an Audit Committee comprised of the above-designated
Directors. The function of the Committee includes such specific matters as
recommending independent public accountants to the Board of Directors,
reviewing the audit plan and results of the audits and considering other
matters deemed appropriate by the Board of Directors and/or the Committee.
/2/ The Fund has a Nominating Committee comprised of the above-designated
Directors. The Nominating Committee's functions include selecting and
recommending to the full Board of Directors nominees for election and Directors
of the Fund. (Pursuant to rule 12b-1, the selection and nomination of Directors
who are not "interested persons" of the Fund must be committed to the
discretion of the non-interested Directors then in office.) While the
Nominating Committee is normally able to identify from its own resources an
ample number of qualified candidates, it will consider shareholder suggestions
of persons to be considered as nominees to fill future vacancies on the Board.
Such suggestions must be sent in writing to the Nominating Committee of the
Fund, c/o the Fund's Secretary, and must be accompanied by complete
biographical and occupational data on the prospective nominee to consideration
of his or her name by the Nominating Committee. See also "Shareholder Proposals
and Annual Meetings."
/3/ The Fund has a Contracts Committee comprised of the above-designated
Directors. The Contracts Committee's function is to request, review and
consider the information deemed necessary to evaluate the terms of the Fund's
investment advisors and principal underwriting agreements and the Plan of
Distribution under rule 12b-1 that the Fund proposes to enter into, renew or
continue prior to acting thereon, and to make its recommendations to the full
Board of Directors on these matters.
DIRECTOR COMPENSATION:
(FOR FISCAL YEAR ENDED SEPTEMBER 30, 1994)
<TABLE>
<CAPTION>
DIRECTOR OR NOMINEE AGGREGATE COMPENSATION TOTAL COMPENSATION TOTAL NUMBER
(INCLUDING VOLUNTARILY FROM ALL FUNDS OF FUND BOARDS
DEFERRED COMPENSATION/1/) MANAGED BY ON WHICH
FROM FUND DURING FISCAL CAPITAL RESEARCH DIRECTOR SERVES
YEAR ENDED 9/30/94 AND
MANAGEMENT COMPANY
<S> <C> <C> <C>
Richard G. Capen, Jr. $12,333 $24,133 2
H. Frederick Christie 12,933 135,583 18
Alan W. Clements 11,333 21,833 2
Robert B. Egelston none/2/ none/2/ 4
Alan Greenway 12,633 55,533 4
William R. Grimsley none/2/ none/2/ 4
E. Graham Holloway none/2/ none/2/ 1
Leonade D. Jones none/3/ 39,300 5
William H. Kling 12,177/4/ 59,333 5
Norman R. Weldon 11,733 29,133 3
Patricia K. Woolf 12,033 62,833 5
</TABLE>
____
/1/ Amounts may be deferred by eligible Directors under a non-qualified
deferred compensation plan adopted by the Fund in 1993. Deferred amounts
accumulate at an earnings rate determined by the total return of one or more
funds in The American Funds Group as designated by the Director.
/2/ Robert B. Egelston, William R. Grimsley, and E. Graham Holloway are
affiliated with the Fund's Investment Adviser and, accordingly, receive no
remuneration from the Fund.
/3/ Director nominee has received no remuneration to date from the Fund.
/4/ Since the plan's adoption, the total amount of deferred compensation
accrued by the Fund (plus earnings thereon) for participating Directors is as
follows: William H. Kling ($6,977). Amounts deferred and accumulated earnings
thereon are not funded and are general unsecured liabilities of the Fund until
paid to the Director.
Each unaffiliated Director is paid a fee of $8,000 per annum plus $700 for
each Board of Directors meeting attended and $300 for each meeting attended as
a member of a Committee of the Board of Directors.
There were five Board of Directors, two Audit Committee, three Nominating
Committee and one Contracts Committee meetings during the fiscal year ended
September 30, 1994. All of the incumbent Directors attended at least 75% of the
total meetings of the Board and of the committees of which they were members.
Other Executive Officers
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION/1/ OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND AGE SINCE/2/
<S> <C> <C>
GORDON CRAWFORD Capital Research Company, 1992
(SENIOR VICE PRESIDENT) SENIOR VICE PRESIDENT AND DIRECTOR
48
VINCENT P. CORTI Capital Research and Management Company, 1990
(VICE PRESIDENT) VICE PRESIDENT-FUND BUSINESS MANAGEMENT
38 GROUP
STEVEN N. KEARSLEY Capital Research and Management Company, 1990
(VICE PRESIDENT AND TREASURER) VICE PRESIDENT AND TREASURER
53
GREGORY W. WENDT Capital Research Company, 1992
(VICE PRESIDENT) VICE PRESIDENT
33
CHAD L. NORTON Capital Research and Management Company, 1990
(SECRETARY) VICE PRESIDENT-FUND BUSINESS MANAGEMENT
34 GROUP
</TABLE>
____
/1/ The occupations shown reflect the principal responsibilities of each
individual during the past five years. Corporate positions have in some
instances changed during this period.
/2/ Officers are elected to hold office until their respective successors are
elected, or until they resign or are removed.
No officers, directors, or employees of the Investment Adviser or its
affiliates receive any remuneration from the Fund. All officers and Directors
as a group owned beneficially fewer than 1% of the Fund's shares outstanding on
January 6, 1995.
2. RATIFICATION OR REJECTION OF SELECTION BY THE BOARD OF DIRECTORS OF
INDEPENDENT ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of Directors who are not "interested persons" of the Fund
as that term is defined in the 1940 Act) of the firm of Deloitte & Touche LLP
as independent accountant for the Fund for the fiscal year ending September 30,
1995. In addition to the normal audit services, Deloitte & Touche LLP provided
services in connection with the preparation and review of federal and state tax
returns for the Fund. Deloitte & Touche LLP has served as the Fund's
independent accountant since 1990, and has advised the Fund that it has no
material direct or indirect financial interest in the Fund or its affiliates.
No representative of the firm of Deloitte & Touche LLP is expected to attend
the meeting of shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE RATIFICATION
OF THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANT FOR THE
CURRENT FISCAL YEAR.
SHAREHOLDER PROPOSALS AND ANNUAL MEETINGS
Any shareholder proposals for inclusion in proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Fund, at the
Fund's principal executive offices, 333 South Hope Street, 52nd Floor, Los
Angeles, CA 90071. Any such proposals must comply with the requirements of Rule
14a-8 under the Securities Exchange Act of 1934.
Under the law of Maryland, where the Fund is incorporated, and the Fund's
Articles of Incorporation and By-Laws, the Fund is not required to hold annual
meetings of shareholders unless a vote of shareholders is required under the
1940 Act to elect directors. Thus, any shareholder proposal received may not be
considered until a meeting is held.
MISCELLANEOUS
The solicitation of the enclosed Proxy is made by and on behalf of the Board
of Directors of the Fund. The cost of soliciting proxies, consisting of
printing, handling and mailing of the Proxies and related materials, will be
paid by the Fund. In addition to solicitation by mail, certain officers or
directors of the Fund, who will receive no extra compensation for their
services, may solicit by telephone, telegram or personally.
Neither the persons named in the enclosed Proxy nor the Board of Directors are
aware of any matters that will be presented for action at the meeting other
than the matters set forth herein. Should any other matters requiring a vote of
shareholders arise, the Proxies in the accompanying form will confer upon the
person or persons entitled to vote the shares represented by such Proxy a
discretionary authority to vote the shares in respect to any such other matters
in accordance with their best judgment in the interest of the Fund.
Capital Research and Management Company is the investment adviser to the Fund
and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135 South
State College Boulevard, Brea, CA 92621. American Funds Distributors, Inc. is
the principal underwriter of the Fund's shares and is located at the Los
Angeles and Brea addresses above and at 8000 IH-10 West, San Antonio, TX 78230,
83332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood
Road, Norfolk, VA 23513.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT MAY BE
OBTAINED, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT 333 SOUTH
HOPE STREET, 52ND FLOOR, LOS ANGELES, CA 90071, OR BY TELEPHONING 800
/421-0180. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF
RECEIPT.
By Order of the Board of Directors,
Chad L. Norton
SECRETARY
February 15, 1995
<PAGE>
PROXY CARD
PROXY SMALLCAP WORLD FUND, INC.
PROXY SOLICITED ON BEHALF The undersigned hereby appoints Chad L.
OF THE BOARD OF DIRECTORS Norton, Robert B. Egelston, and William
OF THE FUND FOR THE MEETING R. Grimsley, and each of them, his/her
OF SHAREHOLDERS TO BE HELD true and lawful agents and proxies with
APRIL 5, 1995 full power of substitution to represent
the undersigned at the Meeting of
Shareholders to be held at the office of
the Fund, 333 South Hope Street, 51st Floor,
Los Angeles, California, 90071, on Wednesday,
April 5, 1995 at 2:00 p.m., on all matters
coming before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER YOU DIRECTED. IF NO
DIRECTION IS GIVEN, WITH RESPECT TO ANY
PARTICULAR ITEM, THIS PROXY WILL BE VOTED
FOR THE NOMINEES IN ITEM 1 AND FOR ITEM 2.
Please sign exactly as your name(s) appear
on this card. Joint owners should each sign
individually. Corporate proxies should be
signed in full corporate name by an
authorized officer. Fiduciaries should
give
full titles.
- - - - ---------DETACH ALONG PERFORATION AND RETURN IN THE ENVELOPE PROVIDED---------
- - - - ------------------------------------------------------------------------------
| IMPORTANT |
| Shareholders can help the Fund avoid the necessity and expense of sending |
| follow-up letters by promptly returning the enclosed proxy. |
- - - - ------------------------------------------------------------------------------
<PAGE>
IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE [LOGO]
- - - - ------------------------------------------------------------------------------
- - - - - Please fill in the ovals // in red or black ink. Account Number:
- - - - - Sign and date your proxy.
- - - - - Detach proxy and return promptly in the enclosed
envelope, which requires no postage if mailed in
the United States.
ADDRESS CORRECTION
If address is not correct as shown, please make
correction on this form. DETACH FROM PROXY and
return to American Funds Service Company in the
enclosed envelope.
IMPORTANT - PLEASE DETACH ALONG PERFORATION
SMALLCAP WORLD FUND, INC. PROXY
1. Election of Directors // To vote for all nominess
// To withhold your vote from all nominees
- - - - - Richard G. Capen, Jr. - H. Frederick Christie - Alan W. Clements
- - - - - E. Graham Holloway - Leonade D. Jones - William H. Kling
- - - - - Robert B. Egelston - Alan Greenway - William R. Grimsley
- - - - - Norman R. Weldon - Patricia K. Woolf
To withhold your vote for any individual Account Number:
nominee write the nominee's name(s) on Shares owned as of January 6, 1995
the line below.
- - - - --------------------------------------- For Against Abstain
2. Ratification of selection of Deloitte
and Touche LLP as independent accountant: // // //
In their discretion, upon other matters as
may properly come before the meeting.
SHAREHOLDER(S)
PLEASE SIGN
HERE X__________________________X________________________
SIGNED SIGNED
_______________
(Date)
