<PAGE>
As filed with the Securities and Exchange Commission
on March 13, 1996
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
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
The France Growth 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 (previously transmitted by wire transfer).
<PAGE>
THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1996
------------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
France Growth Fund, Inc. (the 'Fund') will be held at 10:00 a.m., New York City
time, on Wednesday, April 24, 1996, at the offices of Banque Indosuez, 1211
Avenue of the Americas, New York, New York 10036, for the following purposes:
1. To elect four (4) Directors in Class II to serve for a term expiring on
the date of the annual meeting of stockholders in 1999.
2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the fiscal year ending December 31,
1996.
3. To consider and act upon such other business as may come before the
meeting or any adjournments thereof.
Only holders of record of the Fund's common stock at the close of business
on February 23, 1996 are entitled to notice of and to vote at this meeting or
any adjournments thereof.
Steven M. Cancro
Secretary
Dated: March 13, 1996
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED, WHICH
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK FOR YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE>
THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1996
------------------------
PROXY STATEMENT
------------------------
This proxy statement is furnished on behalf of the Board of Directors of
The France Growth Fund, Inc. (the 'Fund') in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders (the 'Meeting') to be
held at 10:00 a.m., New York City time, on Wednesday, April 24, 1996, at the
offices of Banque Indosuez, 1211 Avenue of the Americas, New York, New York
10036, and any adjournments thereof. The purposes of the Meeting and the matters
to be acted upon are set forth in the accompanying Notice of Annual Meeting. It
is expected that this Proxy Statement and form of proxy will first be mailed to
stockholders on or about March 13, 1996. THE FUND'S ANNUAL REPORT FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1995, WAS PREVIOUSLY MAILED TO STOCKHOLDERS ON FEBRUARY
29, 1996. COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT ARE AVAILABLE WITHOUT
CHARGE UPON REQUEST MADE IN WRITING TO PNC BANK, NATIONAL ASSOCIATION AT P.O.
BOX 8905, WILMINGTON, DELAWARE 19809, OR BY TELEPHONE TO THE FUND'S TRANSFER
AGENT AT 1-800-852-4750.
If the accompanying form of proxy is executed properly and returned, shares
of the Fund's common stock, par value $.01 per share (the 'Common Stock'),
represented by such proxy will be voted at the Meeting in accordance with the
instructions on the form of proxy. However, if no instructions are specified,
shares will be voted FOR the election of the nominees for Director indicated
herein and FOR ratification of the selection of Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1996. A stockholder may revoke a proxy at any time prior to the time it is voted
by written notice to the Secretary of the Fund at the Fund's address set forth
above or by signing and returning another proxy of a later date or by personally
casting a vote at the Meeting. A plurality of all votes cast at the Meeting,
with a quorum present, is sufficient to elect a Director. The affirmative vote
of the holders of a majority of the shares cast at the Meeting, with a quorum
present, is required for the ratification of the selection of Price Waterhouse
LLP as independent accountants. Abstentions and broker non-votes will not be
considered votes cast for the foregoing purposes but are considered as present
for the purpose of determining whether a quorum has been achieved at the
Meeting.
The close of business on February 23, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Meeting. On this date, the Fund had 15,345,333 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. The Fund's Articles of Incorporation and Amended and Restated By-Laws
(the 'By-Laws') provide that the presence in person or by proxy of 33 1/3% of
the shares of Common Stock issued and outstanding and entitled to vote at the
Meeting shall constitute a quorum for the transaction of business.
The cost of preparing, assembling and mailing materials in connection with
this solicitation will be borne by the Fund. In addition to the use of the
mails, proxies may be solicited personally, or by telephone or telegraph, by
officers of the Fund or by employees of Mitchell Hutchins Asset Management Inc.,
the Fund's Administrator, whose principal address is 1285 Avenue of
<PAGE>
the Americas, New York, New York, 10019. In addition, the Fund has retained
Shareholder Communications Corporation to aid in the solicitation of proxies,
for whose services the Fund will pay an estimated fee of $7,500 including
reasonable out-of-pocket expenses. Brokerage houses, banks and other fiduciaries
may also be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies and will be
reimbursed by the Fund for out-of-pocket expenses incurred in this connection.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Fund's Articles of Incorporation provide that the Board of Directors
shall be divided as equally as possible into three classes of Directors (Class
I, Class II and Class III) serving staggered three-year terms. The term of
office for Directors in Class II expires at the Meeting, Class III at the 1997
annual meeting and Class I at the 1998 annual meeting. Four (4) Class II
nominees are named in this Proxy Statement for election to a term expiring on
the date of the annual meeting of stockholders in 1999 or until their successors
are elected and qualified.
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 all of the nominees
listed below. Each such nominee has indicated he will serve as a Director if
elected, and the Board of Directors of the Fund knows of no reason why any of
these nominees would be unable to serve. However, if any nominee should be
unable to serve, the proxies received will be voted for any other person
designated to replace such nominee by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
INFORMATION REGARDING DIRECTORS AND NOMINEES
The following table shows certain information about the Directors. Each
Director, including each nominee, has served as a Director of the Fund since
1990, except for Mr. Michel Somnolet who became a Director in 1991, Mr. Jean A.
Arvis who became a Director in February 1993 and Mr. Walter J.P. Curley who
became a Director in March 1993.
The following have been nominated for re-election at the Meeting:
<TABLE>
<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23,
NAME AGE DIRECTORSHIPS 1996(1)
- -------------------- --- -------------------------------------------------- --------------------
<S> <C> <C> <C>
Marc de F. de 69 International business consultant; Consultant, -0-
Logeres(2)(3) Brenner Securities Corporation (securities)
Class II (September 1991-December 1994); Chairman of the
Board of Directors, Michelin Tyre plc (U.K.)
(subsidiary of Michelin in France); President,
Chief Executive Officer and Director (through
August 1991), Michelin Corporation (tires); Co-
Chairman and Director, Ecotyre Technologies, Inc.
(tires). Director, Michelin Finance Corporation,
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23,
NAME AGE DIRECTORSHIPS 1996(1)
- -------------------- --- -------------------------------------------------- --------------------
<S> <C> <C> <C>
Michelin Aircraft Tire Corporation and Tire
Kingdom, Inc.; and Director and officer of other
affiliates of the Michelin group of companies.
Director, Nova Scotia Power Inc. (Nova Scotia,
Canada) and Cobra Industries (recreation
vehicles).
Michel 61 President and Chief Executive Officer, Francosteel 96
Longchampt(2)(3) Corporation (steel distributor) (since December
Class II 1976); Vice Chairman, Edgcomb Metals (steel
processor) (since 1994); and Director, J&L
Specialty Products (stainless steel producer).
Michel A. 61 President, Arfin (consulting) (since June 1995); 1,876
Rapaccioli(2) Vice President and Chief Financial Officer,
Class II Texasgulf Inc. (fertilizers) (until May 1995);
Senior Vice President and Chief Financial
Officer, Elf Aquitaine, Inc. (holding company)
(until 1994); Chairman and Director, Elf Trading,
Inc. (oil) (until 1994); Chairman and Chief
Executive Officer of Elf Technologies, Inc.
(until 1994) and Director and officer of other
affiliates of the Elf group of companies (until
1994).
Michel 56 Director, Executive Vice President and Chief -0-
Somnolet(3) Operating Officer, Cosmair, Inc. (cosmetics/
Class II fragrance, subsidiary of L'oreal) (since 1984);
and Vice-Chairman and director, Geral Inc.
(finance, subsidiary of L'oreal) (since 1985).
<CAPTION>
The following are Directors whose terms continue:
<S> <C> <C> <C>
* Jean A. Arvis 60 Chairman of the Fund (since February 1993); 4,372
Class I Consultant, American International Group, Inc.
(insurance) (since January 1993); Senior Adviser,
Compagnie de Suez (until December 1995); Chairman
and Chief Executive Officer (December 1989 until
retirement in September 1992), Groupe Victoire
(insurance); nonemployee Director of Comptoir
Lyon Alemand Louyot, Groupe La Laurentienne
(Canada) (since 1986), and Director, Leicum Fund
(investment company), AXA Equity
</TABLE>
- ------------------
* Denotes an 'interested person,' as defined in the Investment Company Act of
1940, as amended (the '1940 Act'). Mr. Arvis is an 'interested person' by
reason of his affiliations with Banque Indosuez, the indirect parent of
Indosuez International Investment Services (the 'Investment Adviser'), the
investment adviser to the Fund, and with Compagnie de Suez, of which Banque
Indosuez is a subsidiary and which is also the parent company of Groupe
Victoire.
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23,
NAME AGE DIRECTORSHIPS 1996(1)
- -------------------- --- -------------------------------------------------- --------------------
<S> <C> <C> <C>
and Law (U.K.) (insurance), Societe Francaise de
Factoring, Fonciere Lyonnaise, AIG Banque,
Parabole Sofrace (Liban) and New London PLC.
Thomas C. 52 President and Chief Executive Officer, Zephyr 1,333
Barry Management, Inc. (since December 1993); and
Class III Rockefeller & Co., Inc. (registered investment
adviser) (March 1983-December 1993); and
Director, Alex. Brown Incorporated (investment
banking) and Pacific Basin Bulk Shipping Limited.
*John A. Bult 59 Chairman, PaineWebber International, Inc.; -0-
Class III Director, PaineWebber Group Inc.; and Director,
The Germany Fund, Inc., The New Germany Fund,
Inc., The Central European Equity Fund, Inc., The
Brazilian Equity Fund, Inc. and The Greater China
Fund, Inc. (investment companies).
Walter J.P. 73 Venture Capital Investor, United States Ambassador 1,072
Curley to Ireland (1975-77) and to France (1989-93);
Class III Director, American Exploration Co. (oil and gas
exploration), Sotheby's Holdings, Inc., Banque
Paribas (International Advisory Board), Board of
Trustees, The Frick Collection, and Chairman of
the French American Foundation.
Pierre H.R. 53 President and Chief Investment Officer, -0-
Daviron Oppenheimer Capital International (asset
Class I management) (since August 1993); Chairman of the
Board of the Fund (May 1990-February 1993);
Chairman, Chief Executive Officer and President,
Indosuez International Investment Services, the
Investment Adviser (May 1990-December 1992);
Chief Executive Officer, Gartmore Indosuez Asset
Management S.A. (May 1990-December 1992);
Chairman and President, Indosuez Gartmore
Gestions (now Indosuez Asset Management) (asset
management) (June 1990-January 1993); Senior Vice
President, Banque Indosuez (bank) (April
1990-June 1991); Director, Gartmore Investment
Management Ltd. (asset management) (April
1990-January 1993); and Director and/or officer
of
</TABLE>
- ------------------
* Denotes an 'interested person,' as defined in the 1940 Act. Mr. Bult is an
'interested person' by reason of his affiliation with PaineWebber
Incorporated, a broker-dealer registered under the Securities Exchange Act of
1934, as amended. Banque Indosuez and PaineWebber Incorporated and its
affiliate PaineWebber International (U.K.) Ltd., were among the principal
underwriters of the initial offering of the Fund's Common Stock in 1990.
PaineWebber Incorporated was the underwriter of the Fund's rights offering in
1994. PaineWebber Incorporated is the parent company of the Fund's
Administrator.
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23,
NAME AGE DIRECTORSHIPS 1996(1)
- -------------------- --- -------------------------------------------------- --------------------
<S> <C> <C> <C>
other affiliates of Banque Indosuez (April
1990-January 1993).
Jacques 46 Researcher, French State Planning Agency; economic -0-
Regniez adviser to Prime Minister of France (since 1991);
Class I Administrator, Institut National de la
Statistique et des Etudes Economiques (economics
institute) (since 1978); Chairman (since 1990)
and Director (since 1989), Techniques de Gestions
Financieres S.A. (investment and finance); and
President, FICAC 40 (investment company) (since
1989).
*Bernard Simon- 57 Executive Vice President, Banque Indosuez; -0-
Barboux Chairman, Indosuez Asset Management Asia
Class III (finance), Indosuez Asset Management
International (finance), Indosuez Caisse de
Retraites and Himalayan Fund (investment
company); Director, Indosuez Investment
Management Services (finance), Cheuvreux de
Virieu (securities brokerage), Indosuez North
America Asset Management (finance) (since 1991),
Korea Europe Fund (since 1991), Rome Stockholm
(real estate), Gartmore PLC (finance), SEGESFI
(finance) (since November 1988); Permanent
Representative, Financiere Abeille Pai (finance)
(banking) for Banque Indosuez, Suez Finance
Counseil for Compagnie de Suez (since December
1990); and Director, Union Financiere de France
(finance).
John W. 58 Managing Partner, Spurdle & Company (private -0-
Spurdle, Jr.(2) finance) (since February 1990); and Chairman,
Class I Investment Management Partners Inc. (holding
company) (since February 1992).
</TABLE>
- ------------------
* Denotes an 'interested person,' as defined in the 1940 Act. Mr. Simon-Barboux
is an 'interested person' by reason of his affiliations with Banque Indosuez,
the indirect parent company of the Investment Adviser.
(1) As of February 23, 1996, the nominees and Directors listed above who owned
shares of the Common Stock owned individually less than 1% of the Fund's
outstanding shares, and the Directors and officers of the Fund beneficially
owned, directly or indirectly, in the aggregate less than 1% of the Fund's
outstanding shares.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.
The Board of Directors presently has an Audit Committee and a Nominating
Committee. The Audit Committee is currently composed of Messrs. de Logeres,
Longchampt, Rapaccioli and Spurdle (Chairman), none of whom is an 'interested
person' (as defined in the 1940 Act) of the Fund or of the Investment Adviser.
The Audit Committee makes recommendations to the Board with respect to the
selection of independent accountants and reviews with the independent
5
<PAGE>
accountants the scope and results of the audit engagement. The Audit Committee
also considers the range of audit and non-audit fees, reviews and approves
non-audit services provided by the independent accountants and reviews the
annual financial statements of the Fund. The Audit Committee held three (3)
meetings during the Fund's fiscal year ended December 31, 1995.
The Nominating Committee is composed of Messrs. de Logeres (Chairman),
Longchampt and Somnolet, none of whom is an 'interested person' (as defined in
the 1940 Act) of the Fund or the Investment Adviser. The Nominating Committee
exercises all of the powers of the Board of Directors regarding nominations for
Directors who would not be 'interested persons' (as defined in the 1940 Act).
The Board of Directors has also in practice delegated to the Nominating
Committee the initial consideration of all candidates for selection as a
Director of the Fund. Each of the Director nominees, including each nominee who
would not be an 'interested person,' was nominated by the Nominating Committee,
and the Board of Directors of the Fund has ratified such recommendations. The
Nominating Committee will not consider prospective nominees suggested by
stockholders. The Nominating Committee held one (1) meeting during the Fund's
fiscal year ended December 31, 1995.
At the present time, the Board of Directors has no compensation committee
or other committee performing similar functions.
During the Fund's fiscal year ended December 31, 1995, the Board of
Directors met four (4) times, and each Director (other than Messrs. Bult and
Somnolet) attended at least 75% of the aggregate number of meetings of the Board
and meetings of committees of the Board of Directors on which such Director
served.
Three of the Fund's Directors, Messrs. Simon-Barboux, Arvis and Regniez,
and one of the Fund's nominees, Mr. Rapaccioli, are residents of France, and
substantially all of the assets of such persons may be located outside of the
United States. As a result, it may be difficult for United States investors to
effect service of process upon such Directors within the United States or to
realize judgments of courts of the United States predicated upon civil
liabilities of such Directors under the federal securities laws of the United
States.
6
<PAGE>
INFORMATION REGARDING OFFICERS
The executive officers of the Fund are as follows:
<TABLE>
<CAPTION>
POSITION PRINCIPAL OCCUPATION
NAME AGE WITH FUND DURING PAST FIVE YEARS
- -------------------- --- ------------------------------ ---------------------------------------------
<S> <C> <C> <C>
Jean A. Arvis....... 60 Chairman (since 1993) Previously Indicated.
Gerard Jeannin...... 60 President (since 1994) Senior Country Executive, Banque Indosuez
(New York) (since July 1994); Senior Country
Executive, Banque Indosuez (Tokyo Branch)
(1989-July 1994) (securities com-
pany, asset management company and leasing
company).
Steven M. Cancro.... 41 Vice President (since June First Vice President and General Counsel,
1992) and Secretary (since Banque Indosuez (New York) (since March
1991) 1991); Vice President and Associate Counsel
(January 1988-March 1991).
Frederick J. 36 Vice President (since June Vice President (since January 1991), Banque
Schmidt............ 1992) and Treasurer (since Indosuez (New York).
1990)
</TABLE>
The persons listed above as officers of the Fund, other than Mr. Arvis, are
also employees of Banque Indosuez. The officers of the Fund will be elected by
the Board of Directors at a meeting of the Board of Directors to be held
following the Meeting. Mr. Arvis and Mr. Cancro have indicated beneficial
ownership of 4,372 and 4,000 shares of the Fund, respectively, which represents
less than 1% of the shares of the Fund outstanding.
COMPENSATION OF DIRECTORS AND OFFICERS
The Investment Adviser pays the compensation and certain expenses of its
personnel, if any, who serve as Directors and officers of the Fund.
The Fund pays each of its Directors who is not an 'interested person' (as
defined in the 1940 Act) of the Fund (except by reason of being a Director) or
of the Investment Adviser, the Fund's Administrator or any principal underwriter
of the Fund, an annual fee of $7,500, plus an attendance fee of $700 for each
meeting of the Board of Directors or of the Audit Committee attended. In
addition, the Fund reimburses all Directors for certain out-of-pocket travel
expenses in connection with their attendance at meetings of the Board of
Directors or any committees thereof. The Fund pays an additional fee of $15,000
per year to Mr. de Logeres for providing certain consulting services to the
Fund.
7
<PAGE>
The following table provides information regarding the fees paid by the
Fund to the non-interested Directors for their services for the Fund's fiscal
year ended December 31, 1995.
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS FROM THE
DIRECTOR COMPENSATION ACCRUED FUND
- ----------------------------------- ------------ ---------- ------------
<S> <C> <C> <C>
Thomas C. Barry.................... $ 10,300 $ 0 $10,300
Walter J.P. Curley................. 9,600 0 9,600
Pierre H.R. Daviron................ 10,300 0 10,300
Marc de F. de Logeres.............. 24,825 0 24,825
Michel Longchampt.................. 13,100 0 13,100
Michel A. Rapaccioli............... 13,100 0 13,100
Jacques Regniez.................... 10,300 0 10,300
Michel Somnolet.................... 8,900 0 8,900
John W. Spurdle, Jr................ 13,100 0 13,100
</TABLE>
OWNERSHIP OF COMMON STOCK
As of February 23, 1996, to the knowledge of the management of the Fund,
there were no persons known to be control persons of the Fund, as such term is
defined in Section 2(a)(9) of the 1940 Act. As of such date, the only person
known to the Fund to have record or beneficial ownership of more than 5% of the
outstanding Common Stock is the following:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF PERCENT
OF BENEFICIAL/ BENEFICIAL/ OF
RECORD OWNER RECORD OWNERSHIP CLASS
- ----------------------------------- -------------------- -------
<S> <C> <C>
Cede & Co., as nominee for 15,073,445 shares 98.2%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10004
</TABLE>
As of February 23, 1996, Banque Indosuez owned 3,241 shares of the Common
Stock, representing less than 1% of the number of shares of the Common Stock
outstanding at such date, with sole voting and investment power.
------------------------
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)
At a meeting of the Board of Directors held on December 12, 1995, a
majority of the members of the Board of Directors, including a majority of
Directors who are not 'interested persons' (as defined in the 1940 Act) of the
Fund, in accordance with the recommendation of the Audit Committee of the Board
of Directors, selected Price Waterhouse LLP as independent accountants for the
Fund for the fiscal year ending December 31, 1996. Price Waterhouse LLP has
audited the accounts of the Fund since the Fund's commencement of operations.
Price Waterhouse LLP has informed the Fund that it does not have any direct
interest or any material indirect financial interest in the Fund.
The ratification of the selection of independent accountants is to be voted
upon at the Meeting and, if no direction is made, it is the intention of the
persons named in the accompanying proxy to vote proxies received in favor of
ratification of Price Waterhouse LLP. A representative of Price Waterhouse LLP
will be present at the Meeting to answer questions from the stockholders and
will have an opportunity to make a statement if he or she chooses to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
8
<PAGE>
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.
The principal business address of the Investment Adviser is 1211 Avenue of
the Americas, New York, New York 10036.
During the fiscal year of the Fund ended December 31, 1995, there were no
transactions in the Common Stock of the Investment Adviser, its Parents or
Subsidiaries by any officer, Director or nominee for election of Director of the
Fund or the Investment Adviser in an amount equal to or exceeding 1% of the
outstanding common stock of such entity. Mr. Arvis has indicated ownership of
Directors' qualifying shares (less than 1% of the outstanding shares) of Banque
Indosuez. Messrs. Arvis and Simon-Barboux have indicated ownership of ordinary
shares and subscription rights (less than 1% of the outstanding shares) of
Compagnie de Suez. In addition, Mr. Simon-Barboux has indicated ownership of one
share of stock of Indosuez Asset Management International, which is a subsidiary
of Banque Indosuez.
------------------------
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1997 must be received by the Fund on or before October 31,
1996, in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting.
Steven M. Cancro
Secretary
Dated: March 13, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT TO THE FUND IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK FOR
YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
9
<PAGE>
THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Frederick J. Schmidt and Steven M. Cancro as
Proxies, each with full power of substitution, and hereby authorizes each of
them, with authority in each to act in the absence of the other, to represent
and to vote, as designated below, all the shares of Common Stock of The France
Growth Fund, Inc. (the 'Fund') held of record by the undersigned on February 23,
1996 at the Annual Meeting of Stockholders of the Fund to be held on April 24,
1996, or any adjournments thereof.
PROPOSALS (Please check one box for each proposal)
The Board of Directors recommends a vote FOR the nominees.
1. ELECTION OF DIRECTORS. The election of Class II directors to serve for a
term expiring on the date on which the Annual Meeting of Stockholders is
held in 1999.
<TABLE>
<S> <C> <C>
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for all
nominees listed below
</TABLE>
Nominees: Marc de F. de Logeres, Michel Longchampt, Michel A. Rapaccioli and
Michel Somnolet.
(UNLESS AUTHORITY TO VOTE FOR ANY OF THE FOREGOING NOMINEES IS WITHHELD, THIS
PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS
NOT LISTED BELOW.)
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the following space:
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposal 2.
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
<TABLE>
<S> <C> <C> <C>
FOR / / AGAINST / / ABSTAIN / /
</TABLE>
<PAGE>
3. In their discretion, the proxies are authorized to consider and act upon such
other business as may properly come before the meeting or any adjournments
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.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. If shares are held jointly, each
Shareholder named should sign. If only one signs, his or her signature will be
binding. If the Shareholder is a corporation, the President or a Vice President
should sign in his or her own name, indicating title. If the Shareholder is a
partnership, a partner should sign in his or her own name, indicating that he or
she is a 'Partner.'
Dated:
- ------------------------------------------, 1996
Name of Corporation (if applicable):
- ------------------------------------------------------
(By) -------------------------------------------------
Signature
(By) -------------------------------------------------
Signature
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
