UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04985  

Templeton Emerging Markets Fund

(Exact name of registrant as specified in charter)

300 S.E. 2^nd Street, Fort Lauderdale, Florida 33301-1923

(Address of principal executive offices) (Zip code)

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code: (954) 527-7500

Date of fiscal year end: 8/31

Date of reporting period: 6/30/12  

Item 1. Proxy Voting Records.

AKBANK T.A.S.
Meeting Date:  MAR 30, 2012
Record Date:  
Meeting Type:  ANNUAL

Ticker:  AKBNK
Security ID:  M0300L106

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Elect Presiding Council of Meeting and Provide Authorization to Sign Minutes

Management

For

For

2

Receive Statutory Reports

Management

None

None

3

Approve Profit and Loss Report; Approve Discharge of Board and Auditors

Management

For

For

4

Approve Allocation of Income

Management

For

For

5

Approve Transfer of Exempted Corporate Tax From Extraordinary Reserves Account to Special Funds Account

Management

For

For

6

Elect Directors

Management

For

For

7

Appoint Internal Statutory Auditors and Approve Their Remuneration

Management

For

Against

8

Authorize Issuance of Bonds and Commercial Papers

Management

For

For

9

Increase Authorized Share Capital

Management

For

For

10

Receive Information on Charitable Donations

Management

None

None

11

Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose

Management

For

For

ALUMINUM CORPORATION OF CHINA LTD.
Meeting Date:  OCT 25, 2011
Record Date:  SEP 23, 2011
Meeting Type:  SPECIAL

Ticker:  02600
Security ID:  Y0094N109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Provision of Guarantee for the Foreign Currency Loan which Chalco Trading Hong Kong Co., Ltd. will Seek, the Proposed Issue of the US$ Denominated Bonds by Chalco HongKong Ltd., and Provision of Guarantee for Chalco HongKong Ltd.

Management

For

For

2

Adopt Code on Shareholders' Meeting

Management

For

For

ALUMINUM CORPORATION OF CHINA LTD.
Meeting Date:  MAY 04, 2012
Record Date:  APR 03, 2012
Meeting Type:  SPECIAL

Ticker:  02600
Security ID:  Y0094N109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Approve Type and Nominal Value of Shares in Relation to the A Share Issue

Management

For

For

1b

Approve Method of Issue in Relation to the A Share Issue

Management

For

For

1c

Approve Target Subscribers in Relation to the A Share Issue

Management

For

For

1d

Approve Lock-Up Period in Relation to the A Share Issue

Management

For

For

1e

Approve Subscription Method in Relation to the A Share Issue

Management

For

For

1f

Approve Number of A Shares in Relation to the A Share Issue

Management

For

For

1g

Approve Pricing Base Date and Price of the Issue in Relation to the A Share Issue

Management

For

For

1h

Approve Place of Listing in Relation to the A Share Issue

Management

For

For

1i

Approve Use of Proceeds in Relation to the A Share Issue

Management

For

For

1j

Approve Arrangements with Regard to the Undistributed Cumulated Profits in Relation to the A Share Issue

Management

For

For

1k

Approve Period of Validity of the Authorization Given by the Resolutions in Relation to the A Share Issue

Management

For

For

2

Approve Detailed Plan for the Non-Public Issuance of A Shares by the Company

Management

For

For

3

Authorize Board to Deal with Specific Matters in Relation to the Non-Public Issuance of A Shares

Management

For

For

4

Approve the Compliance by the Company of the Conditions for Non-Public Issuance of A Shares

Management

For

For

5

Approve the Report of Use of Proceeds from the Last Fund Raising Exercise and Independent Assurance Report

Management

For

For

6

Approve the Feasibility Analysis Report on the Use of Proceeds to be Raised by the Non-Public Issuance of A Shares of the Company

Management

For

For

ALUMINUM CORPORATION OF CHINA LTD.
Meeting Date:  MAY 04, 2012
Record Date:  APR 03, 2012
Meeting Type:  SPECIAL

Ticker:  02600
Security ID:  Y0094N109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Approve Type and Nominal Value of the Shares to be Issued in Relation to the A Share Issue

Management

For

For

1b

Approve Method of Issue in Relation to the A Share Issue

Management

For

For

1c

Approve Target Subscribers in Relation to the A Share Issue

Management

For

For

1d

Approve Lock-Up Period in Relation to the A Share Issue

Management

For

For

1e

Approve Subscription Method in Relation to the A Share Issue

Management

For

For

1f

Approve Number of A Shares to be Issued in Relation to the A Share Issue

Management

For

For

1g

Approve Pricing Base Date and Price of the Issue in Relation to the A Share Issue

Management

For

For

1h

Approve Place of Listing in Relation to the A Share Issue

Management

For

For

1i

Approve Use of Proceeds in Relation to the A Share Issue

Management

For

For

1j

Approve Arrangements Relating to the Undistributed Cumulated Profits in Relation to the A Share Issue

Management

For

For

1k

Approve Validity Period of Resolutions in Relation to the A Share Issue

Management

For

For

2

Approve Detailed Plan for the Non-Public Issuance of A Shares by the Company

Management

For

For

3

Approve Authorized Board and Persons to Deal with the Specific Matters Relating to Non-Public Issuance of A Share in Relation to the A Share Issue

Management

For

For

ALUMINUM CORPORATION OF CHINA LTD.
Meeting Date:  JUN 29, 2012
Record Date:  MAY 29, 2012
Meeting Type:  ANNUAL

Ticker:  02600
Security ID:  Y0094N109

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Report of Board of Directors

Management

For

For

2

Accept Report of Supervisory Committee

Management

For

For

3

Accept Financial Statements and Statutory Reports

Management

For

For

4

Approve Non-Distribution of Final Dividend and Non-Transfer of Reserves to Increase Share Capital

Management

For

For

5

Approve Remuneration Standards for Directors and Supervisors

Management

For

For

6

Approve Renewal of Liability Insurance for Directors, Supervisors and Other Senior Management Members

Management

For

For

7

Appoint Ernst & Young Hua Ming and Ernst & Young as Domestic and International Auditors, Respectively, and Authorize Audit Committee to Fix Their Remuneration

Management

For

For

8

Approve Provision of Guarantees to Chalco Hong Kong Limited For Foreign Currency Financing

Management

For

For

9

Approve Revision of Annual Cap Under the Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement

Management

For

For

10

Approve Takeover Offer to Acquire Up to 60 Percent of SouthGobi Resources Ltd.

Management

For

For

11

Approve Proposed Acquisition of 29.9 Percent Interest in Winsway Coking Coal Holdings Limited

Management

For

For

12

Other Business (Voting)

Management

For

For

13

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

For

For

14

Adopt the Rules of Procedures for the Board of Directors

Management

For

For

15

Adopt the Rules of Procedures for the Supervisory Committee

Management

For

For

16

Approve Issuance of Debt Financing Instruments of the Company

Management

For

For

ANGLO AMERICAN PLC
Meeting Date:  JAN 06, 2012
Record Date:  JAN 04, 2012
Meeting Type:  SPECIAL

Ticker:  AAL
Security ID:  G03764134

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Acquisition of the Entire Equity and Shareholder Loan Interests of the CHL Group in DB Investments SA and De Beers SA

Management

For

For

ANGLO AMERICAN PLC
Meeting Date:  APR 19, 2012
Record Date:  APR 17, 2012
Meeting Type:  ANNUAL

Ticker:  AAL
Security ID:  G03764134

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Financial Statements and Statutory Reports

Management

For

For

2

Approve Final Dividend

Management

For

For

3

Re-elect Cynthia Carroll as Director

Management

For

For

4

Re-elect David Challen as Director

Management

For

For

5

Re-elect Sir CK Chow as Director

Management

For

For

6

Re-elect Sir Philip Hampton as Director

Management

For

For

7

Re-elect Rene Medori as Director

Management

For

For

8

Re-elect Phuthuma Nhleko as Director

Management

For

For

9

Re-elect Ray O'Rourke as Director

Management

For

For

10

Re-elect Sir John Parker as Director

Management

For

For

11

Re-elect Mamphela Ramphele as Director

Management

For

For

12

Re-elect Jack Thompson as Director

Management

For

For

13

Re-elect Peter Woicke as Director

Management

For

For

14

Reappoint Deloitte LLP as Auditors

Management

For

For

15

Authorise Board to Fix Remuneration of Auditors

Management

For

For

16

Approve Remuneration Report

Management

For

For

17

Authorise Issue of Equity with Pre-emptive Rights

Management

For

For

18

Authorise Issue of Equity without Pre-emptive Rights

Management

For

For

19

Authorise Market Purchase

Management

For

For

20

Authorise the Company to Call EGM with Two Weeks' Notice

Management

For

For

ANHUI TIANDA OIL PIPE CO., LTD.
Meeting Date:  MAY 22, 2012
Record Date:  APR 20, 2012
Meeting Type:  ANNUAL

Ticker:  00839
Security ID:  Y013AA102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Report of Directors

Management

For

For

2

Approve Report of Supervisory Committee

Management

For

For

3

Accept Financial Statements and Statutory Reports

Management

For

For

4

Appoint Domestic and International Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

5

Approve Profit Distribution Plan and Payment of Final Dividend

Management

For

For

6

Authorize Board to Fix Remuneration of Directors and Supervisors

Management

For

For

7

Elect Ye Shiqu as Executive Director

Management

For

For

8

Elect Zhang Hu Ming as Executive Director

Management

For

For

9

Elect Liu Peng as Non-Executive Director

Management

For

For

10

Elect Wu Changqi as Independent Non-Executive Director

Management

For

For

11

Elect Zhao Bin as Independent Non-Executive Director

Management

For

For

12

Elect Bruno Saintes as Non-Executive Director

Management

For

For

AVISTA INC.
Meeting Date:  MAR 16, 2012
Record Date:  DEC 31, 2011
Meeting Type:  ANNUAL

Ticker:  090370
Security ID:  Y0486Z108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Appropriation of Income and Dividend of KRW 40 per Share

Management

For

For

2

Amend Articles of Incorporation

Management

For

Against

3

Approve Total Remuneration of Inside Directors and Outside Director

Management

For

For

4

Authorize Board to Fix Remuneration of Internal Auditor

Management

For

For

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LTD.
Meeting Date:  DEC 20, 2011
Record Date:  
Meeting Type:  SPECIAL

Ticker:  01114
Security ID:  G1368B102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve JinBei Framework Agreements

Management

For

For

2

Approve Huachen Framework Agreements

Management

For

For

3

Approve Cross Guarantee Agreement

Management

For

For

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LTD.
Meeting Date:  MAY 18, 2012
Record Date:  MAY 15, 2012
Meeting Type:  SPECIAL

Ticker:  01114
Security ID:  G1368B102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Amend Bye-Laws of the Company

Management

For

For

2

Adopt New Set of Bye-Laws of the Company

Management

For

For

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LTD.
Meeting Date:  MAY 18, 2012
Record Date:  MAY 15, 2012
Meeting Type:  ANNUAL

Ticker:  01114
Security ID:  G1368B102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Financial Statements and Statutory Reports

Management

For

For

2a

Reelect Wu Xiao An as Executive Director

Management

For

For

2b

Reelect Qi Yumin as Executive Director

Management

For

For

2c

Reelect Xu Bingjin as Independent Non-Executive Director

Management

For

For

2d

Authorize Board to Fix Remuneration of Directors

Management

For

For

3

Reappoint Grant Thornton Hong Kong Limited as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

4a

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

For

Against

4b

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

Management

For

For

4c

Authorize Reissuance of Repurchased Shares

Management

For

Against

CHINA PETROLEUM & CHEMICAL CORP.
Meeting Date:  OCT 12, 2011
Record Date:  SEP 09, 2011
Meeting Type:  SPECIAL

Ticker:  00386
Security ID:  Y15010104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Approve Issue of Domestic Corporate Bonds

Management

For

For

1b

Authorize Board to Deal with Matters in Relation to the Issue of Domestic Corporate Bonds

Management

For

For

2a

Approve Type of Securities to be Issued in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2b

Approve Issuance Size in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2c

Approve Nominal Value and Issue Price in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2d

Approve Term in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2e

Approve Interest Rate in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2f

Approve Method and Timing of Interest Payment in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2g

Approve Conversion Period in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2h

Approve Determination and Adjustment of Conversion Price in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2i

Approve Downward Adjustment to Conversion Price in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2j

Approve Conversion Method of Fractional Share in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2k

Approve Terms of Redemption in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2l

Approve Terms of Sale Back in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2m

Approve Dividend Rights of the Year of Conversion in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2n

Approve Method of Issuance and Target Subscribers in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2o

Approve Subscription Arrangement for Existing Shareholders in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2p

Approve Convertible Bonds Holders and Convertible Bonds Holders' Meetings in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2q

Approve Use of Proceeds from the Issuance of the Convertible Bonds

Management

For

For

2r

Approve Guarantee in Relation to the Issue of A Shares Convertible Corporate Bonds

Management

For

For

2s

Approve Validity Period of the Resolutions in Relation to the Issuance of the Convertible Bonds

Management

For

For

2t

Approve Matters Relating to Authorization in Relation to the Issuance of the Convertible Bonds

Management

For

For

2u

Approve Feasibility Analysis Report on the Use of Proceeds from the Issuance of the Convertible Bonds

Management

For

For

2v

Approve Report on the Use of Proceeds from Last Issuance of Securities

Management

For

For

CHINA PETROLEUM & CHEMICAL CORP.
Meeting Date:  DEC 15, 2011
Record Date:  NOV 14, 2011
Meeting Type:  SPECIAL

Ticker:  00386
Security ID:  Y15010104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Proposed Downward Adjustment to the Conversion Price of the A Share Convertible Bonds

Management

For

Against

CHINA PETROLEUM & CHEMICAL CORP.
Meeting Date:  MAY 11, 2012
Record Date:  APR 10, 2012
Meeting Type:  ANNUAL

Ticker:  00386
Security ID:  Y15010104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Report of the Board of Directors

Management

For

For

2

Accept Report of Supervisors

Management

For

For

3

Accept Financial Statements and Statutory Reports

Management

For

For

4

Approve Plan for Allocating Surplus Common Reserve Funds of RMB 30 Billion from the After-Tax Profits

Management

For

For

5

Approve Profit Distribution Plan for the Year Ended Dec. 31, 2011

Management

For

For

6

Authorize Board to Determine the Interim Profit Distribution Plan for the Year 2012

Management

For

For

7

Reappoint KPMG Huazhen and KPMG as Domestic and Overseas Auditors, Respectively, and Authorize Board to Fix Their Remuneration

Management

For

For

8a1

Elect Fu Chengyu as Director

Management

For

For

8a2

Elect Wang Tianpu as Director

Management

For

For

8a3

Elect Zhang Yaocang as Director

Management

For

For

8a4

Elect Zhang Jianhua as Director

Management

For

For

8a5

Elect Wang Zhigang as Director

Management

For

For

8a6

Elect Cai Xiyou as Director

Management

For

For

8a7

Elect Cao Yaofeng as Director

Management

For

For

8a8

Elect Li Chunguang as Director

Management

For

For

8a9

Elect Dai Houliang as Director

Management

For

For

8a10

Elect Liu Yun as Director

Management

For

For

8b1

Elect Chen Xiaojin as Independent Non-Executive Director

Management

For

For

8b2

Elect Ma Weihua as Independent Non-Executive Director

Management

For

For

8b3

Elect Jiang Xiaoming as Independent Non-Executive Director

Management

For

For

8b4

Elect YanYan as Independent Non-Executive Director

Management

For

For

8b5

Elect Bao Guoming as Independent Non-Executive Director

Management

For

For

9a

Elect Xu Bin as Supervisors

Management

For

For

9b

Elect Geng Limin as Supervisors

Management

For

For

9c

Elect Li Xinjian as Supervisors

Management

For

For

9d

Elect Zou Huiping as Supervisors

Management

For

For

9e

Elect Kang Mingde as Supervisors

Management

For

For

10

Approve Service Contracts with Directors and Supervisors

Management

For

For

11

Authorize Secretary of the Board to Deal with All Procedural Requirements Relating to the Election and Reelection of Directors and Supervisors

Management

For

For

12

Amend Articles of Association of the Company

Management

For

For

13

Authorize Secretary of the Board to Deal with All Procedural Requirements Relating to the Amendments to the Articles of Association of the Company

Management

For

For

14

Authorize Board to Determine the Proposed Plan for Issuance of Debt Financing Instruments

Management

For

Against

15

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

For

Against

DAIRY FARM INTERNATIONAL
Meeting Date:  MAY 09, 2012
Record Date:  
Meeting Type:  ANNUAL

Ticker:  D01
Security ID:  G2624N153

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Financial Statements and Statutory Reports and to Approve Dividends

Management

For

For

2

Reelect Mark Greenberg as Director

Management

For

For

3

Reelect Adam Keswick as Director

Management

For

For

4

Reelect Ben Keswick as Director

Management

For

For

5

Reelect Sir Henry Keswick as Director

Management

For

For

6

Reelect A.J.L. Nightingale as Director

Management

For

For

7

Reelect Percy Weatherall as Director

Management

For

For

8

Approve Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

9

Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights

Management

For

For

10

Authorize Share Repurchase Program

Management

For

For

FAYSAL BANK LIMITED
Meeting Date:  MAR 28, 2012
Record Date:  
Meeting Type:  ANNUAL

Ticker:  FABL
Security ID:  Y24746102

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Minutes of Previous Meeting

Management

For

For

2

Accept Financial Statements and Statutory Reports

Management

For

For

3

Approve 12.5 Percent Bonus Shares Issuance

Management

For

For

4

Approve A.F. Ferguson & Co. as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

5

Other Business

Management

For

Against

6

Approve Investment in Faysal Asset Management Ltd.

Management

For

For

7

Approve Donations to Waqf Faisal, a Charitable Trust, Upon the Disposal of the Fractional Shares

Management

For

Against

8

Approve Remuneration of Directors

Management

For

For

GAZPROM OAO
Meeting Date:  JUN 29, 2012
Record Date:  MAY 10, 2012
Meeting Type:  ANNUAL

Ticker:  GAZP
Security ID:  368287207

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Annual Report

Management

For

For

2

Approve Financial Statements

Management

For

For

3

Approve Allocation of Income

Management

For

For

4

Approve Terms of Allocation of Dividends

Management

For

For

5

Ratify ZAO PricewaterhouseCoopers as Auditor

Management

For

For

6

Approve Remuneration of Directors

Management

For

Against

7

Approve Remuneration of Members of Audit Commission

Management

For

For

8.1

Approve Related-Party Transaction with OAO Gazprombank Re: Loan Agreements

Management

For

For

8.2

Approve Related-Party Transaction with OAO Bank VTB Re: Loan Agreements

Management

For

For

8.3

Approve Related-Party Transaction with OAO Gazprombank Re: Loan Facility Agreement

Management

For

For

8.4

Approve Related-Party Transaction with OAO Sberbank of Russia Re: Loan Facility Agreement

Management

For

For

8.5

Approve Related-Party Transaction with OAO Bank VTB Re: Loan Facility Agreement

Management

For

For

8.6

Approve Related-Party Transaction with OAO AB Rossiya Re: Loan Facility Agreement

Management

For

For

8.7

Approve Related-Party Transaction with OAO AB Rossiya Re: Loan Facility Agreement

Management

For

For

8.8

Approve Related-Party Transaction with OAO Gazprombank Re: Agreements on Transfer of Funds and Placement of Monetary Funds As Minimum Balance On Bank Accounts

Management

For

For

8.9

Approve Related-Party Transaction with OAO Sberbank of Russia, OAO Bank VTB, OAO AB Rossiya, and OAO Rosselkhozbank Re: Agreements on Transfer of Funds

Management

For

For

8.10

Approve Related-Party Transaction with OAO Sberbank of Russia, OAO Bank VTB, OAO AB Rossiya, and OAO Rosselkhozbank Re: Agreements on Using Electronic Payments System

Management

For

For

8.11

Approve Related-Party Transaction with OAO Gazprombank Re: Agreements on Foreign Currency Purchase/Sale

Management

For

For

8.12

Approve Related-Party Transaction with OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale

Management

For

For

8.13

Approve Related-Party Transaction with OAO SOGAZ Re: Agreements on Insurance of Gazprom's Employees

Management

For

For

8.14

Approve Related-Party Transaction with OAO Bank VTB Re: Deposit Agreements

Management

For

For

8.15

Approve Related-Party Transaction with OAO Gazprombank Re: Deposit Agreements

Management

For

For

8.16

Approve Related-Party Transaction with OAO Gazprombank Re: Guarantee Agreements

Management

For

For

8.17

Approve Related-Party Transaction with OAO Gazprombank Re: Guarantee Agreements

Management

For

For

8.18

Approve Related-Party Transaction with OAO Beltransgaz Re: Agreements on Temporary Possession and Use of Pipeline

Management

For

For

8.19

Approve Related-Party Transaction with OOO Gazpromtrans Re: Agreements on Temporary Possession and Use of Railway Stations

Management

For

For

8.20

Approve Related-Party Transaction with DOAO Tsentrenergogaz Re: Agreement on Temporary Possession and Use of Building and Equipment

Management

For

For

8.21

Approve Related-Party Transaction with OAO Tsentrgaz Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.22

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Temporary Possession and Use of Experimental Prototypes of Gas-using Equipment Located in Rostov and Kemerovo Regions

Management

For

For

8.23

Approve Related-Party Transaction with OAO Gazprombank Re: Agreement on Temporary Possession and Use of Non-residential Premises

Management

For

For

8.24

Approve Related-Party Transaction with OAO Gazprom Neftekhim Salavat Re: Agreement on Temporary Possession and Use of Gas Condensate Pipeline

Management

For

For

8.25

Approve Related-Party Transaction with OAO Rosselkhozbank Re: Loan Facility Agreement

Management

For

For

8.26

Approve Related-Party Transaction with OOO Gazprom Export Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.27

Approve Related-Party Transaction with OAO Gazprom Neft Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions, and Special-Purpose Communications Installation

Management

For

For

8.28

Approve Related-Party Transaction with OAO Gazprom Space Systems Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.29

Approve Related-Party Transaction with ZAO Yamalgazinvest Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.30

Approve Related-Party Transaction with ZAO Gazprom Invest Yug Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.31

Approve Related-Party Transaction with OOO Gazprom Mezhregiongaz Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.32

Approve Related-Party Transaction with OOO Gazprom Komplektatsiya Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.33

Approve Related-Party Transaction with OOO Gazprom Tsentrremont Re: Agreement on Temporary Possession and Use of Software and Hardware Solutions

Management

For

For

8.34

Approve Related-Party Transaction with ZAO Gazprom Telecom Re: Agreement on Temporary Possession and Use of Communications Facilities

Management

For

For

8.35

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreements on Implementation of Programs for Scientific and Technical Cooperation

Management

For

For

8.36

Approve Related-Party Transaction with OAO Gazprom Gazoraspredeleniye Re: Agreement on Temporary Possession and Use of Gas Distribution System

Management

For

For

8.37

Approve Related-Party Transaction with OAO Druzhba Re: Agreement on Temporary Possession and Use of Facilities of Druzhba Vacation Center

Management

For

For

8.38

Approve Related-Party Transactions with OOO Gazprom Investoproekt: Re: Provision of Consulting Services

Management

For

For

8.39

Approve Related-Party Transaction with OOO Gazprom Export Re: Agreement on Sale of Commercial Products Owned by Gazprom

Management

For

For

8.40

Approve Related-Party Transaction with ZAO Northgas Re: Agreement on Delivery of Gas

Management

For

For

8.41

Approve Related-Party Transaction with OAO Severneftegazprom Re: Agreement on Delivery of Gas

Management

For

For

8.42

Approve Related-Party Transaction with OAO NOVATEK Re: Agreement on Delivery of Gas

Management

For

For

8.43

Approve Related-Party Transaction with OOO Gazprom Mezhregiongaz Re: Agreement on Transportation of Gas

Management

For

For

8.44

Approve Related-Party Transaction with OAO Tomskgazprom Re: Agreement on Transportation of Gas

Management

For

For

8.45

Approve Related-Party Transaction with OAO Gazprom Neft Re: Agreement on Transportation of Gas

Management

For

For

8.46

Approve Related-Party Transaction with OAO NOVATEK Re: Agreement on Arranging of Injection and Storage of Gas

Management

For

For

8.47

Approve Related-Party Transaction with OAO Gazprombank Re: Agreements on Guarantees to Customs Authorities

Management

For

For

8.48

Approve Related-Party Transaction with OOO Gazprom Mezhregiongaz Re: Declaration for Customs Purposes

Management

For

For

8.49

Approve Related-Party Transaction with OAO NOVATEK Re: Declaration for Customs Purposes

Management

For

For

8.50

Approve Related-Party Transaction with OAO Gazprom Neft Re: Declaration for Customs Purposes

Management

For

For

8.51

Approve Related-Party Transaction with UAB Kauno Termofikacijos Elektrine Re: Agreement on Purchase of Gas

Management

For

For

8.52

Approve Related-Party Transaction with a/s Latvijas Gaze Re: Agreement on Purchase of Gas, Arranging of Injection, and Storage of Gas

Management

For

For

8.53

Approve Related-Party Transaction with AB Lietuvos Dujos Re: Agreement on Purchase and Transportation of Gas

Management

For

For

8.54

Approve Related-Party Transaction with MoldovaGaz SA Re: Agreement on Purchase and Transportation of Gas

Management

For

For

8.55

Approve Related-Party Transaction with KazRosGaz LLP Re: Agreement on Transportation of Gas

Management

For

For

8.56

Approve Related-Party Transaction with OAO Beltransgaz Re: Agreement on Purchase and Transportation of Gas

Management

For

For

8.57

Approve Related-Party Transaction with GAZPROM Germania GmbH Re: Agreement on Transportation of Gas

Management

For

For

8.58

Approve Related-Party Transaction with OOO Gazpromtrans Re: Agreement on Start-Up and Commissioning Work

Management

For

For

8.59

Approve Related-Party Transaction with ZAO Gazprom Invest Yug Re: Agreement on Start-Up and Commissioning Work

Management

For

For

8.60

Approve Related-Party Transaction with OOO Gazprom Tsentrremont Re: Agreement on Start-Up and Commissioning Work

Management

For

For

8.61

Approve Related-Party Transaction with ZAO Yamalgazinvest Re: Agreement on Start-Up and Commissioning Work

Management

For

For

8.62

Approve Related-Party Transaction with OAO Gazprom Space Systems Re: Agreement on Investment Projects

Management

For

For

8.63

Approve Related-Party Transaction with ZAO Gazprom Telecom Re: Agreement on Investment Projects

Management

For

For

8.64

Approve Related-Party Transaction with ZAO Gazprom Invest Yug Re: Agreement on Investment Projects

Management

For

For

8.65

Approve Related-Party Transaction with OOO Gazpromtrans Re: Agreement on Investment Projects

Management

For

For

8.66

Approve Related-Party Transaction with OAO Bank VTB Re: Agreements on Foreign Currency Purchase/Sale

Management

For

For

8.67

Approve Related-Party Transaction with OAO Rosselkhozbank Re: Deposit Agreements

Management

For

For

8.68

Approve Related-Party Transaction with OOO Gazprom Tsentrremont Re: Agreement on Investment Projects

Management

For

For

8.69

Approve Related-Party Transaction with OAO Tsentrgaz Re: Agreement on Investment Projects

Management

For

For

8.70

Approve Related-Party Transaction with OOO Gazprom Komplektatsia Re: Agreement on Provision of Services Related to Supplies of Well Repair Equipment for Gazprom's Specialized Subsidiaries

Management

For

For

8.71

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Property Insurance

Management

For

For

8.72

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Life, Health, and Individual Property Insurance

Management

For

For

8.73

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Life, Health, and Individual Property Insurance

Management

For

For

8.74

Approve Related-Party Transaction with ZAO Yamalgazinvest Re: Agreement on Investment Projects

Management

For

For

8.75

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Monitoring of Gas Facilities

Management

For

For

8.76

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Insurance of Gazprom's Employees

Management

For

For

8.77

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Liability Insurance to Members of Board of Directors and Management Board

Management

For

For

8.78

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Insurance in Connection with Customs Operations

Management

For

For

8.79

Approve Related-Party Transaction with OAO SOGAZ Re: Agreement on Insurance of Transportation Vehicles Owned By Gazprom

Management

For

For

8.80

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Provision of Services on Production of Reference Book in Legislative and Other Legal Regulation of Gas Distribution Operations

Management

For

For

8.81

Approve Related-Party Transaction with Multiple Parties Re: Agreements on Arranging Stocktaking of Property

Management

For

For

8.82

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.83

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Cost Analysis of Design and Surveying Works for OAO Gazprom

Management

For

For

8.84

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.85

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.86

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.87

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.88

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.89

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.90

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.91

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.92

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.93

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.94

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.95

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.96

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.97

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.98

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.99

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Provision of Services Regarding Conversion of Russian Federation's Regions to Use of Gas

Management

For

For

8.100

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.101

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.102

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

Management

For

For

8.103

Approve Related-Party Transaction with OAO Gazprom Promgaz Re: Agreement on Maintaining Information Portal for Office for Conversion to Gas Services and Gas Uses

Management

For

For

8.104

Approve Related-Party Transaction with Gazprom EP International B.V. Re: License to Use OAO Gazprom's Trademarks

Management

For

For

8.105

Approve Related-Party Transaction with OAO Gazprom Gazoraspredeleniye Re: Agreement on Organization and Conduct of Conference on Distribution and Consumption of Gas

Management

For

For

8.106

Approve Related-Party Transaction with OAO Beltransgaz Re: License to Use OAO Gazprom's Trademarks

Management

For

For

8.107

Approve Related-Party Transaction with OOO Gazpromvyet, OOO Gaz-Oil, ZAO Yamalgazinvest, and Gazpromipoteka Foundation Re: License to Use OAO Gazprom's Trademarks

Management

For

For

8.108

Approve Related-Party Transaction with OAO Gazprom Gazenergoset Re: Agreement on Temporary Possession and Use of Special Equipment

Management

For

For

8.109

Approve Related-Party Transaction with OAO Gazprom Gazoraspredeleniye Re: License to Use OAO Gazprom's Trademarks

Management

For

For

8.110

Approve Related-Party Transaction with OAO Gazprom Neft Re: Exclusive License to Use OAO Gazprom's Trademarks

Management

For

For

8.111

Approve Related-Party Transaction with OAO Vostokgazprom Re: Agreement on Temporary Possession and Use of Special-Purpose Communications Installation

Management

For

For

8.112

Approve Related-Party Transaction with Societe Generale Re: Guarantee Agreement for Securing Obligations of OOO Gazprom Export

Management

For

For

8.113

Approve Related-Party Transaction with State Corporation 'Bank for Development and Foreign Economic Affairs (Vnesheconombank)' Re: Loan Agreements

Management

For

For

8.114

Approve Related-Party Transaction with OAO NOVATEK Re: Agreement on Transportation of Gas

Management

For

For

8.115

Approve Related-Party Transaction with OOO Gazprom Mezhregiongaz Re: Agreement on Delivery of Gas

Management

For

For

9.1

Elect Andrey Akimov as Director

Management

None

Against

9.2

Elect Farit Gazizullin as Director

Management

None

Against

9.3

Elect Viktor Zubkov as Director

Management

None

Against

9.4

Elect Elena Karpel as Director

Management

None

Against

9.5

Elect Timur Kulibayev as Director

Management

None

Against

9.6

Elect Vitaliy Markelov as Director

Management

None

Against

9.7

Elect Viktor Martynov as Director

Management

None

Against

9.8

Elect Vladimir Mau as Director

Management

None

Against

9.9

Elect Aleksey Miller as Director

Management

None

Against

9.10

Elect Valery Musin as Director

Management

None

For

9.11

Elect Mikhail Sereda as Director

Management

None

Against

9.12

Elect Igor Yusufov as Director

Management

None

Against

10.1

Elect Dmitry Arkhipov as Member of Audit Commission

Management

For

For

10.2

Elect Andrey Belobrov as Member of Audit Commission

Management

For

Against

10.3

Elect Vadim Bikulov as Member of Audit Commission

Management

For

For

10.4

Elect Aleksey Mironov as Member of Audit Commission

Management

For

For

10.5

Elect Lidiya Morozova as Member of Audit Commission

Management

For

For

10.6

Elect Anna Nesterova as Member of Audit Commission

Management

For

For

10.7

Elect Georgiy Nozadze as Member of Audit Commission

Management

For

Against

10.8

Elect Yuriy Nosov as Member of Audit Commission

Management

For

For

10.9

Elect Karen Oganyan as Members of Audit Commission

Management

For

Against

10.10

Elect Maria Tikhonova as Member of Audit Commission

Management

For

For

10.11

Elect Aleksandr Yugov as Member of Audit Commission

Management

For

For

GUANGZHOU AUTOMOBILE GROUP CO., LTD.
Meeting Date:  FEB 29, 2012
Record Date:  JAN 27, 2012
Meeting Type:  SPECIAL

Ticker:  02238
Security ID:  Y2931M104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1a

Adopt H Share Appreciation Rights Scheme

Management

For

For

1b

Approve Initial Grant of 35.85 Million H Share Appreciation Rights Pursuant to the H Share Appreciation Rights Scheme

Management

For

For

1c

Authorize Board to Do All Such Acts, Matters and Things Necessary in Respect of the H Share Appreciation Rights Scheme

Management

For

For

GUANGZHOU AUTOMOBILE GROUP CO., LTD.
Meeting Date:  APR 20, 2012
Record Date:  MAR 19, 2012
Meeting Type:  SPECIAL

Ticker:  02238
Security ID:  Y2931M104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve BDO China Shu Lun Pan Certified Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

GUANGZHOU AUTOMOBILE GROUP CO., LTD.
Meeting Date:  JUN 21, 2012
Record Date:  MAY 21, 2012
Meeting Type:  ANNUAL

Ticker:  02238
Security ID:  Y2931M104

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Board of Directors' Report

Management

For

For

2

Accept Supervisory Committee's Report

Management

For

For

3

Accept Financial Report of the Company

Management

For

For

4

Approve Profit Distribution Proposal

Management

For

For

5a

Appoint International Auditor

Management

For

For

5b

Appoint Domestic Auditor and Internal Control Auditor

Management

For

For

6a

Elect Zhang Fangyou as Director

Management

For

For

6b

Elect Zeng Qinghong as Director

Management

For

For

6c

Elect Yuan Zhongrong as Director

Management

For

For

6d

Elect Lu Sa as Director

Management

For

For

6e

Elect Fu Shoujie as Director

Management

For

For

6f

Elect Liu Huilian as Director

Management

For

For

6g

Elect Wei Xiaoqin as Director

Management

For

For

6h

Elect Li Tun as Director

Management

For

For

6i

Elect Li Pingyi as Director

Management

For

For

6j

Elect Ding Hongxiang as Director

Management

For

For

6k

Elect Wu Gaogui as Director

Management

For

For

6l

Elect Ma Guohua as Director

Management

For

For

6m

Elect Xiang Bing as Director

Management

For

For

6n

Elect Law Albert Yu Kwan as Director

Management

For

For

6o

Elect Li Zhengxi as Director

Management

For

For

7a

Elect Gao Fusheng as Supervisor

Management

For

For

7b

Elect Huang Zhiyong as Supervisor

Management

For

For

7c

Elect He Yuan as Supervisor

Management

For

For

8

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

Management

For

Against

HYUNDAI DEVELOPMENT CO. - ENGINEERING & CONSTRUCTION
Meeting Date:  MAR 23, 2012
Record Date:  DEC 31, 2011
Meeting Type:  ANNUAL

Ticker:  012630
Security ID:  Y38397108

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Financial Statements, Appropriation of Income and Dividend of KRW 700 per Share

Management

For

For

2

Elect Two Inside Directors and One Outside Director (Bundled)

Management

For

For

3

Elect Two Members of Audit Committee

Management

For

For

4

Approve Total Remuneration of Inside Directors and Outside Directors

Management

For

For

IMPALA PLATINUM HOLDINGS LTD
Meeting Date:  OCT 26, 2011
Record Date:  OCT 21, 2011
Meeting Type:  ANNUAL

Ticker:  IMP
Security ID:  S37840113

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2011

Management

For

For

2

Reappoint PricewaterhouseCoopers Inc as Auditors of the Company

Management

For

For

3.1

Re-elect Michael McMahon as Chairman of the Audit and Risk Committee

Management

For

For

3.2

Elect Hugh Cameron as Member of the Audit and Risk Committee

Management

For

For

3.3

Elect Babalwa Ngonyama as Member of the Audit and Risk Committee

Management

For

For

4

Approve Remuneration Policy

Management

For

Against

5.1

Elect Brenda Berlin as Director

Management

For

For

5.2

Re-elect David Brown as Director

Management

For

For

5.3

Re-elect Hugh Cameron as Director

Management

For

For

5.4

Re-elect Mandla Gantsho as Director

Management

For

For

5.5

Re-elect Thabo Mokgatlha as Director

Management

For

For

5.6

Re-elect Babalwa Ngonyama as Director

Management

For

For

6

Place Authorised but Unissued Shares under Control of Directors

Management

For

For

1

Authorise Repurchase of Up to Five Percent of Issued Share Capital

Management

For

For

2

Approve Increase in the Remuneration of Non-executive Directors with Effect from 1 July 2011

Management

For

For

3

Approve Financial Assistance to Related or Inter-related Company or Corporation

Management

For

For

KASIKORNBANK PCL
Meeting Date:  APR 02, 2012
Record Date:  MAR 08, 2012
Meeting Type:  ANNUAL

Ticker:  KBANK
Security ID:  Y4591R118

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Minutes of Previous Meeting

Management

For

For

2

Acknowledge Directors' Report

Management

None

None

3

Accept Financial Statements

Management

For

For

4

Approve Allocation of Income and Dividend of THB 2.50 Per Share

Management

For

For

5.1

Elect Somchai Bulsook as Director

Management

For

For

5.2

Elect Sujitpan Lamsam as Director

Management

For

For

5.3

Elect Suchada Kiranandana as Director

Management

For

For

5.4

Elect Abhijai Chandrasen as Director

Management

For

For

5.5

Elect Hiroshi Ota as Director

Management

For

For

6

Approve Remuneration of Directors

Management

For

For

7

Approve KPMG Phoomchai Audit Ltd. as Auditors and Authorize Board to Fix Their Remuneration Auditors

Management

For

For

8

Amend Articles of Association

Management

For

For

9

Other Busines

Management

None

None

KIATNAKIN BANK PUBLIC CO LTD (FORMERLY KIATNAKIN FINANCE PCL
Meeting Date:  APR 26, 2012
Record Date:  MAR 15, 2012
Meeting Type:  ANNUAL

Ticker:  KK
Security ID:  Y47675114

Proposal No

Proposal

Proposed By

Management Recommendation

Vote Cast

1

Approve Minutes of Previous Meeting

Management

For

For

2

Acknowledge Bank's Activities

Management

None

None

3

Accept Financial Statements

Management

For

For

4

Approve Allocation of Income and Dividend of THB 2.40 Per Share

Management

For

For

5

Approve Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. as Auditors and Authorize Board to Fix Their Remuneration

Management

For

For

6.1

Elect Pichai Dachanapirom as Director

Management

For

For

6.2

Elect Manop Bongsadadt as Director

Management

For

For

6.3

Elect Tarnin Chirasoonton as Director

Management

For

For

7.1

Elect Banyong Pongpanich as Director

Management

For

For

7.2

Elect Krittiya Weeraburuth as Director

Management

For

For

7.3

Elect Patraporn Milindasuta as Director

Management

For

For

7.4

Elect Pongtep Polanun as Director

Management

For

For

7.5

Elect Anumongkol Sirivedhin as Director

Management

For

For

8

Approve Remuneration of Directors

Management

For

For

9

Approve Merger Agreement with Phatra Capital PCL

Management

For

For

10

Reduce Registered Capital

Management

For

For

11

Amend Memorandum of Association to Reflect Decrease in Registered Capital

Management

For