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 811-04438 Aberdeen Australia Equity Fund, Inc. ---------------------------------------------------- (Exact name of registrant as specified in charter) Gateway Center 3 100 Mulberry Street Newark, New Jersey 07102 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Mr Beverly Hendry 300 S.E. 2nd Street, Suite #820 Fort Lauderdale, Florida 33301 ---------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 973-367-1495 Date of fiscal year end: 10/31 Date of reporting period: 07/01/2003 - 06/30/2004 ITEM 1. PROXY VOTING RECORD The information contained herein discloses the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; (d) The shareholder meeting date; (e) A brief identification of the matter voted on; (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; (h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (i) Whether the registrant cast its vote for or against management. Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 1 of 42 Aberdeen Australia Equity Fund Agenda Number: 700484974 APN NEWS AND MEDIA LIMITED Security: Q1076J107 Meeting Type: Annual General Meeting Ticker: Meeting Date: 28-Apr-04 ISIN: AU000000APN4 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- Receive and approve the financial statements, the Non-Voting Directors report and the independent audit report for the YE 31 DEC 2003 1. Re-elect Mr. Kevin J. Luscombe as a Director, Mgmt For * who retires by rotation 2. Re-elect Ms. Sallyanne Atkinson as a Director, Mgmt For * who retires by rotation 3. Re-elect Mr. Liam P. Healy as a Director, Mgmt For * who retires by rotation 4. Re-elect Mr. Albert E. Harris as a Director, who Mgmt For * retires by rotation 5. Re-elect Mr. Donal J. Buggy as a Director, who Mgmt For * retires by rotation 6. Re-elect Mr. Pierce P.J. Cody as a Director of the Mgmt For * Company, who retires by rotation in accordance with the Company s Constitution and the Listing Rules of Australian Stock Exchange Limited ASX 7. Re-elect Mr. Peter M. Cosgrove as a Director of Mgmt For * the Company, who retires by rotation in accordance with the Company s Constitution and the Listing Rules of Australian Stock Exchange Limited ASX Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 2 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 8. Re-elect Mr. John H. Maasland as a Director of Mgmt For * the Company, who retires by rotation in accordance with the Company s Constitution and the Listing Rules of Australian Stock Exchange Limited ASX 9. Approve to increase the maximum yearly Mgmt For * aggregate sum payable to Directors of the Company from AUD 250,000 to AUD 750,000 under Article 71(1) of the Company s Constitution 10. Authorize the Directors of the Company, Mgmt Against * pursuant to the Company s Executive and Director Option Plan EDOP to issue to Mr. Brendan M.A. Hopkins, a Director and the Company s Chief Executive, options to subscribe for up to 1,500,000 fully paid oridnary shares in the capital of the Company and to issue fully paid oridnary shares following the exercise of any options in accordance with the EDOP Transact any other business Non-Voting * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 3 of 42 Aberdeen Australia Equity Fund Agenda Number: 700394303 AUSTRALIA & NEW ZEALAND BANKING GROUP LTD Security: Q09504137 Meeting Type: Ordinary General Meeting Ticker: Meeting Date: 13-Aug-03 ISIN: AU000000ANZ3 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- S.1 Approve the specified terms of the selective buy- Mgmt For * back agreement relating to the preference shares issued by the Company in SEP 1998 and NOV 1998 S.2 Amend the Company s Constitution by adding Mgmt For * Rule 23.10 immediately after Rule 23.9 3. Approve to issue, for all purposes including the Mgmt For * listing rules of the Australian Stock Exchange Ltd, of up to 12,500,000 reset preferred securities at an issue price of AUD 100 each, to raise up to AUD 1,250, substantially on the specified general terms and conditions * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 4 of 42 Aberdeen Australia Equity Fund Agenda Number: 700434195 AUSTRALIA & NEW ZEALAND BANKING GROUP LTD Security: Q09504137 Meeting Type: Annual General Meeting Ticker: Meeting Date: 19-Dec-03 ISIN: AU000000ANZ3 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Approve the annual report, financial statements Non-Voting and the reports of the Directors and the Auditors for the YE 30 SEP 2003 2.a Re-elect Mr. J.C. Dahlsen as a Director, who Mgmt For * retires in accordance with the Company s Constitution 2.b Re-elect Mr. C.B. Goode as a Director, who Mgmt For * retires in accordance with the Company s Constitution 2.c PLEASE NOTE THAT THIS IS A Shr SHAREHOLDERS PROPOSAL: Elect Ms. J.I. Buckland as a Director PLEASE NOTE THAT ALTHOUGH THERE ARE 3 CANDIDATES Non-Voting TO BE ELECTED AS DIRECTORS, THERE ARE ONLY 2 VACANCIES AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 2 OF THE 3 DIRECTORS. THANK YOU Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 5 of 42 Aberdeen Australia Equity Fund Agenda Number: 700414333 AUSTRALIAN STOCK EXCHANGE LTD Security: Q1080Z105 Meeting Type: Annual General Meeting Ticker: Meeting Date: 23-Oct-03 ISIN: AU000000ASX7 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the financial report, Mgmt For * Directors report and the Auditor s report for the Australian Stock Exchange Limited ASX and controlled entities for the YE 30 JUN 2003 2. Receive the statement of financial position Mgmt For * balance sheet and Auditor s report for the National Guarantee Fund for the YE 30 JUN 2003 3. Elect Mr. Jillian Shirley Segal as a Director of Mgmt For * the ASX in accordance with the Constitution of ASX 4. Re-elect Mr. Michael John Sharpe as a Director Mgmt For * of ASX, who retires in accordance with the Constitution of ASX 5. Re-elect Ms. Catherine Mary Walter as a Mgmt For * Director of ASX, who retires in accordance with the Constitution of ASX * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 6 of 42 Aberdeen Australia Equity Fund Agenda Number: 700468689 AXA ASIA PACIFIC HOLDINGS LTD Security: Q12354108 Meeting Type: Annual General Meeting Ticker: Meeting Date: 14-Apr-04 ISIN: AU000000AXA5 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Approve the financial report, Directors report Mgmt For * and the Auditor s report for the YE 31 DEC 2003 2.a Re-elect Mr. R.H. Allert as a Director in Mgmt For * accordance with the Company s Constitution, who retires by rotation 2.b Re-elect Mr. M. Butler as a Director in Mgmt For * accordance with the Company s Constitution, who retires by rotation 2.c Re-elect Mr. T.B. Finn as a Director in Mgmt For * accordance with the Company s Constitution, who retires by rotation 2.d Re-elect Mr. B. Jantet as a Director in Mgmt For * accordance with the Company s Constitution, who retires by rotation 2.e Re-elect Mr. Lin Xizhong as a Director in Mgmt For * accordance with the Company s Constitution, who retires by rotation 2.f Re-elect Mr. A.R.D. Monro-Davies as a Director Mgmt For * in accordance with the Company s Constitution, who retires by rotation Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 7 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 3. Approve the participation of Mr. A.L. Owen Mgmt Against * Group Chief Executive in the acquisition of rights to acquire up to 1,000,000 allocation rights and up to 1,000,000 ordinary shares in AXA APH on the exercise of those rights and the acquisition of up to 80,000 performance rights and up to 80,000 ordinary shares in AXA APH on the exercise of those rights, such participation to be in accordance with terms of the Executive performance plan * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 8 of 42 Aberdeen Australia Equity Fund Agenda Number: 700418228 BHP BILLITON LTD Security: Q1498M100 Meeting Type: Annual General Meeting Ticker: Meeting Date: 13-Nov-03 ISIN: AU000000BHP4 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive the financial statements for BHP Billiton Mgmt For * Limited for the YE 30 JUN 2003, together with the Directors report and the Auditors report 2. Receive the financial statements for BHP Billiton Mgmt For * PLC for the YE 30 JUN 2003, together with the Directors report and the Auditors report 3. Re-elect Dr. D C Brink as a Director of BHP Mgmt For * Billiton Limited 4. Re-elect Dr. D C Brink as a Director of BHP Mgmt For * Billiton PLC 5. Re-elect Mr. M A Chaney as a Director of BHP Mgmt For * Billiton Limited 6. Re-elect Mr. M A Chaney as a Director of BHP Mgmt For * Billiton PLC 7. Re-elect Lord Renwick of Clifton as a Director of Mgmt For * BHP Billiton Limited 8. Re-elect Lord Renwick of Clifton as a Director of Mgmt For * BHP Billiton PLC 9. Elect Mr. M Salamon as a Director of BHP Mgmt Abstain * Billiton Limited Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 9 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 10. Elect Mr. M Salamon as a Director of BHP Mgmt Abstain * Billiton PLC 11. Elect Dr. J G Buchanan as a Director of BHP Mgmt Abstain * Billiton Limited 12. Elect Dr. J G Buchanan as a Director of BHP Mgmt Abstain * Billiton PLC 13. Re-appointment KPMG Audit PLC and Mgmt For * PricewaterhouseCoopers LLP as Auditors of BHP Billiton PLC; and authorize the Directors to agree their remuneration 14. Approve that the authority and power to allot Mgmt For * relevant securities conferred on the Directors by Article 9 of BHP Billiton PLC s Articles of Association be renewed for the period ending on the date of the BHP Billiton PLC AGM in 2004 or on 23 JAN 2005 whichever is earlier, and for such period the Section 80 amount (under the United Kingdom Companies Act 1985) shall be USD 265,926,499.00 S.15 Approve that the authority and power to allot Mgmt For * equity securities for cash conferred on the Directors by Article 9 of BHP Billiton PLC s Articles of Association be renewed for the period referred to in such resolution and for such period the Section 89 amount (under the United Kingdom Companies Act 1985) shall be USD 61,703,675.00 S.16 Authorize BHP Billiton PLC, in accordance with Mgmt For * Article 6 of its Articles of Association and Section 166 of the United Kingdom Companies Act 1985, to make market purchases (as defined in Section 163 of that Act) of ordinary shares of USD 0.50 nominal value each in the capital of BHP Billiton PLC (shares) provided that: a) the maximum aggregate number of shares hereby authorized to be purchased shall be 246,814,700, being 10% of issued capital; b) the minimum price which may be paid for each share is USD 0.50, being the nominal value of the shares; c) the maximum price which may be paid for any share Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 10 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- is not more than 5% above the average of the middle market quotations for a share taken from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the date of purchase of the shares; and d) the authority conferred by this resolution shall, unless renewed prior to such time, expire on the earlier of the end of the next AGM of BHP Billiton to be held in 2004 or on 12 MAY 2005 (provided that BHP Billiton PLC may enter into a contract for the purchase of shares before the expiry of this authority which would or might be completed wholly or partly after such expiry) 17. Approve the Remuneration Report for the YE 30 Mgmt For * JUN 2003 18. Approve the grant of Deferred Shares, Options Mgmt Against * and Performance Shares to Executive Director and Chief Executive Officer, Mr C W Goodyear, under the BHP Billiton Limited Group Incentive Scheme for all purposes, including for the purpose of ASX Listing Rule 10.14 19. Approve the grant of Deferred Shares, Options Mgmt Against * and Performance Shares to Executive Director and Senior Minerals Executive, Mr M Salamon, under the BHP Billiton PLC Group Incentive Scheme for all purposes, including for the purpose of ASX Listing Rule 10.14 * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 11 of 42 Aberdeen Australia Equity Fund Agenda Number: 700417593 COMMONWEALTH BANK OF AUSTRALIA Security: Q26915100 Meeting Type: Annual General Meeting Ticker: Meeting Date: 31-Oct-03 ISIN: AU000000CBA7 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Discuss the financial report, the Directors report Mgmt For * and the Auditor s report for the YE 30 JUN 2003 2.A Re-elect Mr. A B Daniels as a Director who Mgmt For * retires and, being eligible, offers himself for re-election, in accordance with Articles 11.1 and 11.2 of the Constitution of Commonwealth Bank of Australia 2.B Re-elect Mr. W G Kent as a Director who retires Mgmt For * and, being eligible, offers himself for re-election, in accordance with Articles 11.1 and 11.2 of the Constitution of Commonwealth Bank of Australia 2.C Re-elect Mr. F D Ryan as a Director who retires Mgmt For * and, being eligible, offers himself for re-election, in accordance with Articles 11.1 and 11.2 of the Constitution of Commonwealth Bank of Australia 2.D Re-elect Mr. F J Swan as a Director who retires Mgmt For * and, being eligible, offers himself for re-election, in accordance with Articles 11.1 and 11.2 of the Constitution of Commonwealth Bank of Australia 2.E Re-elect Ms. S C Kay as a Director who retires Mgmt For * and, being eligible, offers herself for re-election, in accordance with Articles 11.4(b) of the Constitution of Commonwealth Bank of Australia S.3 PLEASE NOTE THAT THIS IS A SHAREHOLDER S PROPOSAL: Shr For * Approve that the Board of Directors issue a report (at reasonable cost and omitting proprietary information) to shareholders by 1 MAY 2004 to include: a discussion of the direct and indirect environmental risks and opportunities that may Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 12 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- significantly affect the Company s short and long term value and how they might impact on the business; a description of the Company s policies and procedures for managing direct and indirect risks to short term and long term value arising from environmental risks; Recognizing the ongoing controversy surrounding the logging of our old growth forests; the range of issues covered by the report should also include but not be limited to: 1) The risk of engaging in any commercial relationship which approve or ratify the development of, clearfelling of, selective logging of, or expenditure of funds on any activity which is likely to damage or destroy, identified property as defined in Clause 3 by a subsidiary, joint venture, partnership, trust, or other entity in which the Company has a pecuniary interest; 2) The impact upon the bank of not engaging in any commercial relationship that shall have the effect of causing the company to develop, clearfell, selectively log, or expend funds on any activity which is likely to damage or destroy, identified property as defined in Clause 3 below; 3) For the purposes of Clauses 1 and 2 above identified property means any real property or any part of any real property that is of high conservation value and old growth forest as defined by the reserve system attached to this document * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 13 of 42 Aberdeen Australia Equity Fund Agenda Number: 700428091 FOODLAND ASSOCIATED LTD FOA Security: Q3917P110 Meeting Type: Annual General Meeting Ticker: Meeting Date: 03-Dec-03 ISIN: AU000000FOA3 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and approve the financial statements of Non-Voting the Company and the consolidated financial statements of the Company and the entities it controlled for the last FY, together with the Directors report, the Directors declaration and the Auditor s report 2.a Elect Mr. L.F. Bleasel as a Director of the Mgmt For * Company, who retires in accordance with Article 10.3 of the Company s Constitution 2.b Elect Mr. E. Fraunschiel as a Director of the Mgmt For * Company, who retires in accordance with Article 10.3 of the Company s Constitution 2.c Elect Mr. S. Crane as a Director of the Company, Mgmt For * who retires in accordance with Article 10.11 of the Company s Constitution 2.d Elect Mr. P.J. Mansell as a Director of the Mgmt For * Company, who retires in accordance with Article 10.11 of the Company s Constitution 3. Approve, for the purposes of ASX Listing Rule Mgmt For * 10.14 and Article 2.3 of the Company s Constitution and for all other purposes, the acquisition by Mr. T.M. Coates, the Group Managing Director, of up to 20,000 ordinary shares in the Company under the FAL Employee Share Ownership Plan, at any time prior to 04 DEC 2004 Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 14 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 4. Approve, for the purposes of ASX Listing Rule Mgmt Against * 10.17 and Article 10.13 of the Company s Constitution and for all other purposes, to increase the maximum amount of remuneration other than the salary of the Executive Directors to be paid by the Company to all of its Directors in each FY for their services to be divided among themselves in accordance with Article 10.13 of the Company s Constitution by AUD 650,000 to a maximum of AUD 1,500,000 * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 15 of 42 Aberdeen Australia Equity Fund Agenda Number: 700413482 FOSTER S GROUP LTD Security: Q3944W187 Meeting Type: Annual General Meeting Ticker: Meeting Date: 27-Oct-03 ISIN: AU000000FGL6 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- Receive and consider the concise financial Non-Voting report and the financial report (financial statements, notes and Directors declaration) for the YE 30 JUN 2003, together with the consolidated accounts of the Company and its controlled entities in accordance with the Corporations Act 2001, and the respective reports of the Directors and Auditors 1. Re-elect Mrs. M L Cattermole as a Director who Mgmt For * retires by rotation in accorance with the Company s Constitution 2. Approve, as an exception to ASX Listing Rule Mgmt For * 7.1, the issue of securities under the Foster s Employee Share and Option Plan, the Foster s 2001 International Employee Share Plan (No.1) and the Foster s 2001 International Employee Share Plan (No.2) 3. Approve, as an exception to ASX Listing Rule Mgmt For * 7.1, the issue of securities under the Foster s Long Term Incentive Plan 4. Approve, subject to the attainment of the Mgmt For * relevant performance standards prescribed under the Foster s Long Term Incentive Plan (Plan), the acquisition of rights in respect of up to a maximum of 558,000 shares in respect of the 2003/2004 financial year by Mr. E T Kunkel, President and Chief Executive Officer of the Company, under the Plan * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 16 of 42 Aberdeen Australia Equity Fund Agenda Number: 700455961 FOSTER S GROUP LTD Security: Q3944W187 Meeting Type: Ordinary General Meeting Ticker: Meeting Date: 17-Mar-04 ISIN: AU000000FGL6 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Approve that, for the purposes of Section Mgmt For * 257C(1) of the Corporations Act 2001, the buy- back of up to 200 million fully paid ordinary shares in the Company during the next 12 months under an on-market buy-back, being in excess of the 10/12 limit as defined in Section 257B(4) of the Corporations Act 2001, as specified 2. Re-elect Mr. Maxwell G. Ould as a Director, who Mgmt For * retires in accordance with the Company s Constitution * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 17 of 42 Aberdeen Australia Equity Fund Agenda Number: 700505956 GASNET AUSTRALIA GROUP Security: Q3974S106 Meeting Type: Annual General Meeting Ticker: Meeting Date: 21-May-04 ISIN: AU000000GAS2 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive in respect of each Member of the Group Mgmt For * the financial report, the Director s report and the Auditor s report for the YE 31 DEC 2003 2. Re-elect Mr. Peter Lowe as a Director, who Mgmt For * retires by rotation in accordance with the constitution of GasNet Australia Investments Limited 3. Re-elect Mr. Rod Keller as a Director, who retires Mgmt For * by rotation in accordance with the constitution of GasNet Australia Investments Limited 4. Approve, pursuant to Listing Rule 7.4, the Mgmt For * placement of stapled securities * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 18 of 42 Aberdeen Australia Equity Fund Agenda Number: 700418002 ION LTD Security: Q49800107 Meeting Type: Annual General Meeting Ticker: Meeting Date: 28-Oct-03 ISIN: AU000000ION0 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- Receive the financial statements of the Company Non-Voting for the YE 30 JUN 2003 1. Re-elect Mr. Malcolm McComas as a Director, Mgmt For * who is retiring by rotation 2. Ratify and approve the issue of the fully paid Mgmt For * ordinary shares in the Company to Warramunga Pty Ltd, in accordance with Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited Transact any other business Non-Voting * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 19 of 42 Aberdeen Australia Equity Fund Agenda Number: 700422443 LEIGHTON HOLDINGS LTD Security: Q55190104 Meeting Type: Annual General Meeting Ticker: Meeting Date: 06-Nov-03 ISIN: AU000000LEI5 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the financial report and Mgmt For * reports of the Directors and Auditor for the YE 30 JUN 2003 2.1 Re-elect Mr. A. Drescher as a Director who Mgmt For * retires by rotation in accordance with Clause 18 of the Company s Constitution 2.2 Re-elect Mr. R. Johnson as a Director who Mgmt For * retires by rotation in accordance with Clause 18 of the Company s Constitution 2.3 Re-elect Mr. D.A. Mortimer as a Director who Mgmt For * retires by rotation in accordance with Clause 18 of the Company s Constitution * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 20 of 42 Aberdeen Australia Equity Fund Agenda Number: 700432949 LION NATHAN LTD Security: Q5585K109 Meeting Type: Annual General Meeting Ticker: Meeting Date: 17-Dec-03 ISIN: AU000000LNN6 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and approve the financial report, the Non-Voting Directors report and the Auditors report of the Company for the YE 30 SEP 2003 2.a Re-elect Mr. Naomichi Asano as a Director, who Mgmt For * retires by rotation 2.b Re-elect Mr. Gienn Lawrene Lord Barnes as a Mgmt For * Director, who retires by rotation 2.c Re-elect Mr. Hitoshi Oshima as a Director, who Mgmt For * retires by rotation 2.d Re-elect Mr. Yasuhiro Satoh as a Director, who Mgmt For * retires by rotation 2.e Re-elect Mr. Barbara Kay Ward as a Director, Mgmt For * who retires by rotation 3. Approve that a AUD 200,000 increase in the Mgmt For * maximum amount of remuneration payable in aggregate to Non-Executive Directors to a maximum amount of AUD 900,000 per annum, commencing with effect from 01 JAN 2004, is approved * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 21 of 42 Aberdeen Australia Equity Fund Agenda Number: 700434943 NATIONAL AUSTRALIA BANK LTD Security: Q65336119 Meeting Type: Annual General Meeting Ticker: Meeting Date: 19-Dec-03 ISIN: AU000000NAB4 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Acknowledge the Chairman s address and Mgmt For * presentation by the Managing Director and the Chief Executive Officer 2. Receive and approve the financial report and the Mgmt For * report of the Directors for the YE 30 SEP 2003, together with the Independent Audit report to the Members of the National 3.1 Re-elect Mr. P.J.B. Duncan as a Director, who Mgmt For * retires in accordance with Article 10.3 of the National s Constitution 3.2 Re-elect Dr. E.D. Tweddell as a Director, who Mgmt For * retires in accordance with Article 10.3 of the National s Constitution 3.3 Re-elect Mrs. C.M. Walter as a Director, who Mgmt For * retires in accordance with Article 10.3 of the National s Constitution 3.4 Appoint Mr. J.M. Stewart as a Director in Mgmt For * accordance with Article 10.13 of the National s Constitution 3.5 Appoint Mr. J.G. Thorn as a Director in Mgmt For * accordance with Article 10.13 of the National s Constitution Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 22 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 4. Approve to grant of options, performance rights Mgmt Against * and shares to the Managing Director of National Australian Group Europe Limited, Mr. J.M. Stewart 5. Approve to grant of options, performance rights Mgmt Against * and shares to the Managing Driector and Chief Executive Officer, Mr. F.J. Cicutto 6. Approve: a) the amendment to the retirement Mgmt For * benefits schemes for the Non-Executive Directors of the National and its controlled entities; and b) the acquisition of an interest in securities of the National by or on or on behalf of such Non-Executive Directors as determined by the National, who would otherwise have become entitled to a payment when they ceased to be a Director under the relevant retirement benefits scheme 7. Approve to increase maximum remuneration by Mgmt Against * AUD 1,300,000 per annum to a maximum of AUD 500,000 per annum, provided by the National to the Non-Executive Directors of the National for their services both to the National and to entities with which the National is associated 8. Approve the acquisition of an interest in Mgmt For * securities of the National by or on behalf of the Non-Executive Directors under the NED Non- Executive Director Share Plan S.9 Approve the terms of the buy-back agreements Mgmt For * under the selective buy-back Scheme relating to the 0% preference shares may in certain circumstances convert * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 23 of 42 Aberdeen Australia Equity Fund Agenda Number: 700488681 PACIFICA GROUP LIMITED Security: Q7207R108 Meeting Type: Annual General Meeting Ticker: Meeting Date: 07-May-04 ISIN: AU000000PBB7 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the financial report of the Non-Voting Company for the YE 31 DEC 2003 and the reports of the Directors and the Auditors 2.a Re-elect Mr. Doug Curlewis as a Director Mgmt For * 2.b Re-elect Mr. Peter Hay as a Director Mgmt For * 3. Approve to increase the maximum aggregate Mgmt For * remuneration which may be provided in each year by the Company to its Non-Executive Directors for their services as Directors from AUD 600,000 to AUD 800,000 4. Approve to grant performance rights over not Mgmt Against * more than 250,000 unissued ordinary shares, pursuant to the Pacific Group Limited Executive Option and Performance Right Plan, to Mr. John Robert MacKenzie, the Managing Director 5. Approve to grant performance rights over not Mgmt Against * more than 100,000 unissued ordinary shares, pursuant to the Pacific Group Limited Executive Option and Performance Right Plan, to Mr. Anthony John Clarke, the Finance Director S.6 Approve to alter the Constitution of the Company Mgmt Abstain * effective immediately from the passing of this resolution * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 24 of 42 Aberdeen Australia Equity Fund Agenda Number: 700464465 QBE INSURANCE GROUP LTD Security: Q78063114 Meeting Type: Annual General Meeting Ticker: Meeting Date: 02-Apr-04 ISIN: AU000000QBE9 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and approve the financial reports and Mgmt For * the reports of the Directors and of the Auditor for the YE 31 DEC 2003 2.a Re-elect Mr. L.F. Bleasel AM as a Director of the Mgmt For * Company, who retires in rotation in accordance with Clause 76 of the Company s Constitution 2.b Re-elect Honorable N.F. Greiner AC as a Mgmt For * Director of the Company, who retires in rotation in accordance with Clause 76 of the Company s Constitution 3. Approve, for the purpose of ASX Listing Rule Mgmt For * 10.17 and for all other purposes, to increase the maximum aggregate remuneration payable to all Non-Executive Directors by AUD 700,000 to AUD 2.2 million per FY, such remuneration to be divided among the Non-Executive Directors in fixed sums in such proportions and manner as they may determine S.4 Amend the Company s Constitution, subject to Mgmt For * the passing of Resolution 3, by inserting the new Clause 79A regarding the Non-Executive Directors retirement allowances 5. Approve, for the purpose of ASX Listing Rule Mgmt For * 10.14 and for all other purposes, the grant to the Chief Executive Officer, Mr. F.M. O Halloran of conditional rights over a maximum of 46,474 unissued ordinary shares in the Company and an option to subscribe for a maximum of 123,931 unissued ordinary shares of the Company and Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 25 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- the allotment of ordinary shares in the Company on satisfaction of the conditions attached to the conditional rights and on valid exercise of the option under the Senior Executive Equity Scheme * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 26 of 42 Aberdeen Australia Equity Fund Agenda Number: 700465467 RIO TINTO LTD Security: Q81437107 Meeting Type: Annual General Meeting Ticker: Meeting Date: 22-Apr-04 ISIN: AU000000RIO1 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- S.1 Authorize the Company to: a) buy back from Mgmt For * Tinto Holdings Australia Pty Limited of fully paid ordinary shares in the Company, upon the terms and conditions in the draft Buy Back Agreement between the Company and Tinto Holdings Australia Pty Limited; and b) on-market buy backs by the Company of ordinary shares: i) make market buy back of ordinary shares, which be bought back on the market by the Company, not exceeding 10% of the minimum number of ordinary shares on issue excluding from that minimum number those ordinary shares held by or on behalf of Tinto Holdings Australia Pty Limited or any other subsidy or Rio Tinto PLC during such period; and ii) at a price per ordinary share of not more than 5% above the average market price of the ordinary shares calculated over the previous 5 business days on the Australian Stock Exchange 2. Approve the Mining Companies Comparative Mgmt Against * Plan 2004 and the Share Option Plan 2004, subject to such modifications deemed necessary by the Directors to take account of the requirements of Australian Stock Exchange Limited, London Stock Exchange Limited or prevailing practice and authorize the Directors to adopt and carry the same into effect 3. Authorize the Directors, subject to the passing of Mgmt Against * Resolution 2, to grant any or all of the following before 22 APR 2007: a) options over ordinary shares under the Mining Companies Comparative Plan 2004; b) conditional awards of ordinary shares under the Mining Companies Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 27 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- Comparative Plan 2004; and c) options under the Share Savings Plan, to Mr. Leigh Oxford of 871,000 options and 580,000 shares and Mr. Oscar Greeneveld of 303,000 and 212,000 shares 4. Elect Sir John Kerr as a Director Mgmt For * 5. Re-elect Mr. Leigh Clifford as a Director Mgmt For * 6. Re-elect Mr. Guy Elliott as a Director Mgmt For * 7. Re-elect Sir Richard Sykes as a Director Mgmt For * 8. Re-elect Sir Richard Giordano as a Director Mgmt For * 9. Approve the remuneration report set out in the Mgmt For * 2003 annual review an the 2003 annual report and the financial statements 10 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For * Auditors of Rio Tinto Plc until the conclusion of the next AGM and authorize the Audit Committee to determine their remuneration 11. Receive the Company s financial statements, the Mgmt For * report of the Directors and the report of the Auditors for YE 31 DEC 2003 * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 28 of 42 Aberdeen Australia Equity Fund Agenda Number: 700421984 TABCORP HOLDINGS LIMITED TAH Security: Q8815D101 Meeting Type: Annual General Meeting Ticker: Meeting Date: 30-Oct-03 ISIN: AU000000TAH8 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the financial statements Mgmt For * and the reports of the Directors and of the Auditor in respect of the YE 30 JUN 2003 2.A Re-elect Mr. A.G.Hodgson as a Director Mgmt For * 2.B Re-elect Mr. R.F.E. Warburton as a Director Mgmt For * S.3 Approve that, subject to receiving the written Mgmt For * approval of the New South Wales Casino Control Authority and with effect from the later of the passing of this resolution and the receipt of that approval, the Constitution tabled at the meeting and signed by the Chairman for the purpose of identification be approved and adopted as the Constitution of the Company in substitution for and to the exclusion of the existing Constitution of the Company 4. Approve that the maximum aggregate amount Mgmt Against * out of which Directors fees may be paid to all Directors by the Company and subsidiaries of the Company for their services as Directors of the Company or of such subsidiaries, in respect of each financial year of the Company commencing 1 JUL 2003, be increased from a total of AUD 1,200,000 per annum to a total of AUD 1,500,000 per annum 5. Approve the implementation and administration Mgmt Against * of the TABCORP Holdings Limited Long Term Performance Plan for eligible Executives of the Company in accordance with the Rules of the TABCORP Holdings Limited Long Term Performance Plan Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 29 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 6. Approve the implementation and administration Mgmt For * of the TABCORP Holdings Limited Deferred Share Plan for eligible employees of the Company in accordance with the Rules of the TABCORP Holdings Limited Deferred Share Plan 7. Approve that, subject to the passage of the Mgmt Against * resolutions proposed in items 5 and 6, in accordance with ASX Listing Rule 10,14, the Company is hereby authorized to grant to the Managing Director and Chief Executive Officer of the Company, Mr. Matthew Slatter, any or all of the following during the three year period following the AGM on 30 OCT 2003: a. Performance Options over ordinary shares pursuant to the Company s Long Term Performance Plan; b. Share Rights over ordinary shares pursuant to the Company s Long Term Performance Plan; and c. Fully paid ordinary shares (Shares) pursuant to the Company s Deferred Share Plan; in quantities not exceeding those set out below: Securities Plan Maximum number Performance Options Long Term Performance Plan 1.500,000 Share Rights Long Term Performance Plan 140,000 Shares Deferred Share Plan 190.000 8. Approve that, subject to the passage of the Mgmt Against * resolutions proposed in Items 5 and 6, for the purposes of ASX Listing Rule 7.2 Exception 9, the Company hereby approves the issue of: a. Performance Options over ordinary shares pursuant to the Company s Long Term Performance Plan; b. Share Rights over ordinary shares pursuant to the Company s Long Term Performance Plan; and c. Fully paid ordinary shares pursuant to the Company s Deferred Share Plan, during the three year period following the AGM on 30 OCT 2003 as an exception to ASX Listing Rule 7.1 Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 30 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 9. Approve that, for the purpose of Exception 7 in Mgmt Abstain * ASX Listing flule 7,2, Exception 3 in ASX Listing Rule 10.12 and for all other purposes, approval be given to the terms of the TABCORP Holdings Limited Dividend Reinvestment Plan, a copy of which is tabled at the meeting and signed by the Chairman for the purposes of identification * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 31 of 42 Aberdeen Australia Equity Fund Agenda Number: 700409320 TELECOM CORPORATION OF NEW ZEALAND LTD Security: Q89499109 Meeting Type: Annual General Meeting Ticker: Meeting Date: 09-Oct-03 ISIN: NZTELE0001S4 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Authorize the Directors to fix the Auditors Mgmt remuneration 2. Re-elect Dr. Roderick Deane as a Director of the Mgmt Company 3. Re-elect Mr. Paul Baines as a Director of the Mgmt Company 4. Grant authority to pay the remuneration of not Mgmt more in aggregate than NZD 1,50,000 per annum to the Directors of the Company for their services as Directors of the Company and its subsidiaries 5. Elect Mr. Lindsay Pyne as a Director of the Mgmt Company 6. Authorize the Company s Board of Directors to Mgmt issue to Ms. Theresa Gattung during the period to 30 SEP 2006 of up to 500,000 ordinary shares in the Company, under the Performance Incentive Scheme 7. Authorize the Company s Board of Directors to Mgmt issue to Ms. Theresa Gattung during the period to 30 SEP 2006 of up to 1,500,000 options to acquire ordinary shares in the Company, under the Performance Option Scheme Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 32 of 42 Aberdeen Australia Equity Fund Agenda Number: 700428332 TELSTRA CORPORATION LIMITED Security: Q8975N105 Meeting Type: Annual General Meeting Ticker: Meeting Date: 14-Nov-03 ISIN: AU000000TLS2 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting ID #114306 DUE TO THE CHANGE IN VOTE STATUS FOR RESOLUTION NO. 1. ALL VOTES RECEIVED ON THE PREVIOUS NOTICE OF MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS NOTICE OF MEETING. WE APOLOGIZE FOR ANY INCONVENIENCE THAT THIS MAY HAVE CAUSED. THANK YOU. 1. Chairman and CEO presentations Non-Voting PLEASE NOTE THAT ALTHOUGH THERE ARE 7 CANDIDATES Non-Voting STANDING FOR ELECTION, YOU MAY ONLY ELECT A MAXIMUM OF 5 CANDIDATES. 2.A Re-elect Mr. John Fletcher as a Director Mgmt For * 2.B Re-elect Mr. Donald McGauchie as a Director Mgmt For * 2.C Elect Mr. Mervyn Vogt as a Director Mgmt 2.D Re-elect Mr. John Ralph as a Director Mgmt For * 2.E Re-elect Mr. John Stocker as a Director Mgmt For * 2.F Elect Mr. Leonard Cooper as a Director Mgmt Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 33 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 2.G Elect Mr. Kevin Bentley as a Director Mgmt 3. Approve that the maximum aggregate Mgmt For * remuneration payable out of the funds of the Company to non-Executive Directors of the Company for their services as Directors including their service on a committee of Directors be increased by AUD 170,000 per annum to AUD 1,320,000 per annum S.4 Amend the Constitution of the Company to give Mgmt For * the Board discretion as to the appointment of a Deputy Chairman and that accordingly the Constitution tabled at the meeting, and signed for the purposes of identification by the Company Secretary, be adopted as the Constitution of the Company in place of the present Constitution * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 34 of 42 Aberdeen Australia Equity Fund Agenda Number: 700414294 THE AUSTRALIAN GAS LIGHT COMPANY Security: Q09680101 Meeting Type: Annual General Meeting Ticker: Meeting Date: 14-Oct-03 ISIN: AU000000AGL7 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the annual financial report Mgmt For * of the Company and the consolidated entity for the YE 30 JUN 2003, and the reports of the Directors and Auditor 2.a Re-elect Sir Ronald Brierley as a Director, who Mgmt For * retires by rotation at the close of the meeting in accordance with Clause 58 of the Company s Constitution 2.b Re-elect Mr. G.J. Reaney as a Director, who Mgmt For * retires by rotation at the close of the meeting in accordance with Clause 58 of the Company s Constitution 3. Approve the acquisition rights to acquire up to a Mgmt For * maximum of 55,249 shares in the Australian Gas Light Company in respect of the FYE 30 JUN 2003, by MR. G.J.W. Martin, the Managing Director of the Company, under and in accordance with the Australian Gas Light Company s Long-Term Incentive Plan 4. Approve to increase the maximum aggregate Mgmt For * remuneration payable to Non-Executive Directors of the Company by the Company and its wholly-owned subsidiaries by AUD 300,000 to AUD 1,200,000 per annum, commencing 1 JUL 2004 and in respect of each financial year thereafter and until otherwise determined by a resolution of shareholders * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 35 of 42 Aberdeen Australia Equity Fund Agenda Number: 700531759 WESTFIELD AMERICA TRUST Security: Q9694X101 Meeting Type: Extraordinary General Meeting Ticker: Meeting Date: 25-Jun-04 ISIN: AU000000WFA6 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Approve, subject to and with effect from the date Mgmt For * if any on which an order of the Supreme Court of New South Wales Court approving the scheme of arrangement between Westfield Holdings Limited and its ordinary shareholders to be considered at a meeting of ordinary shareholders of Westfield Holdings Limited on or about 25 JUN 2004, pursuant to an order of the court is lodged with the Australian Securities and Investments Commission, to amend the constitution of the Westfield America Trust in accordance with the provisions of the Supplement Deed poll in the form tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification 2. Approve, subject to the Supplement Deed Poll Mgmt For * having first been lodge with the Australian Securities and Investments Commission, the proposal under which units in the Westfield America Trust, shares in Westfield Holdings Limited and units in the Westfield Trust will become stapled securities and which involves a distribution being made by the Westfield America Trust so unit holders can acquire Westfield Holdings Limited shares and Westfield Trust units, as specified * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 36 of 42 Aberdeen Australia Equity Fund Agenda Number: 700531797 WESTFIELD TRUST Security: Q97144101 Meeting Type: Extraordinary General Meeting Ticker: Meeting Date: 25-Jun-04 ISIN: AU000000WFT6 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Amend, subject to the effective from the date on Mgmt which an order of the Supreme Court of New South Wales Court approving the Scheme of Arrangement between Westfield Holdings Limited and its shareholders to be considered, the constitution of the Westfield Trust in accordance with the provisions of the Supplemental Deed Poll as prescribed 2. Approve, subject to the Supplemental Deed Poll Mgmt having been lodged with the Australian Securities and Investment Commission, that the units in Westfield Trust, shares in Westfield Holdings Limited and units in the Westfield America Trust become stapled securities involving a distribution being made by the Westfield Trust so that its unitholders can acquire Westfield Holdings Limited shares and Westfield America Trust units as prescribed Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 37 of 42 Aberdeen Australia Equity Fund Agenda Number: 700431226 WESTPAC BANKING CORP Security: Q97417101 Meeting Type: Annual General Meeting Ticker: Meeting Date: 11-Dec-03 ISIN: AU000000WBC1 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the annual financial report, Non-Voting Directors report and Auditors report of Westpac for the YE 30 SEP 2003 2.a Re-elect Ms. Helen Ann Lynch who retires in Mgmt For * accordance with Articles 9.2 and 9.3 of the Constitution, as a Director of Westpac Banking Corporation 2.b Elect Ms. Carolyn Judith Hewson, being a Mgmt For * Director appointed since last AGM and who offers herself for election pursuant to Article 9.7 of the Constitution, as a Director of Westpac Banking Corporation 2.c Elect Mr. Peter David Wilson, being a Director Mgmt For * appointed since last AGM and who offers himself for election pursuant to Article 9.7 of the Constitution, as a Director of Westpac Banking Corporation 3. Approve (a) for all purposes under the Listing Mgmt Against * Rules of the ASX Limited for: (i) the grant of performance options to Dr David Raymond Morgan, in three tranches of 713,000 options each, on 01 MAR 2004, 01 MAR 2005 and 01 MAR 2006 and a fourth tranche of 594,167 options on 01 DEC 2006, to subscribe for or acquire a total of 2,733,167 fully paid ordinary shares in the capital of Westpac Banking Corporation. Performance options will be exercisable at the volume weighted average price per share of Westpac Banking Corporation shares on the ASX Limited over the five trading days before the date of grant of the relevant tranche, subject to and in accordance with the terms of the Chief Executive Securities Agreement 2003; (ii) the grant of options (being Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 38 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- performance share rights) to Dr Davis Raymond Morgan in three tranches of 218,000 performance share rights each on 01 MAR 2004, 01 MAR 2005, 01 MAR 2006 and a fourth tranche of 181,667 performance share rights on 01 DEC 2006, to subscribe for or acquire a total of 835,667 fully paid ordinary shares in the capital of Westpac Banking Corporation for no monetary payment, subject to and in accordance with the terms of the Agreement; and (iii) the allotment to Dr David Raymond Morgan of a maximum of 3,568,834 fully paid ordinary shares in the capital Westpac Banking Corporation upon the valid exercise of the options described in paragraphs (i) and (ii) subject to and in accordance with the terms of the Agreement, (b) for all purposes under the Corporation Act 2001 to permit Westpac Banking Corporation to give effect to the Chief Executive Securities Agreement 2003, pursuant to which Dr David Raymond Morgan will be granted options to subscribe for or acquire a maximum of 3,568,834 fully paid ordinary shares in the capital of Westpac Banking Corporation, exercisable subject to and in accordance with the terms of the Agreement 4. Increase the yearly maximum sum available to Mgmt Against * the Non-executive Directors of Westpac Banking Corporation as remuneration for their services form AUD 1.5 million to AUD 2.5 million, form the year commencing 01 JAN 2004, to be divided amongst them in a manner they may determine 5. Consider and approve that (a) Westpac Banking Mgmt For * Corporation grant to each Director and former Director of Westpac who, at Westpac s request, holds office as a trustee of the Westpac Foundation, being an indemnity upon or substantially in accordance with terms in the form of the deed; (b) Westpac execute and deliver to each indemnified Director a deed in or substantially to the effect of the form of the deed; (c) approval be given to the due performance by Westpac of each deed so executed and delivered to such Indemnified Director; (d) Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 39 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- Westpac give to each Indemnified Director all financial benefits involved in the execution and the performance by Westpac of a deed so executed and delivered to the Indemnified Director * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 40 of 42 Aberdeen Australia Equity Fund Agenda Number: 700468691 WOODSIDE PETROLEUM LTD Security: 980228100 Meeting Type: Annual General Meeting Ticker: Meeting Date: 15-Apr-04 ISIN: AU000000WPL2 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and approve the financial report of the Mgmt For * Company and the reports of the Directors and the Auditor for the YE 31 DEC 2003 2.a Re-elect Mr. Rory Edward Stanley Argyle as a Mgmt For * Director, in accordance with Rule 75(b) of the Company s Constitution 2.b Re-elect Mr. Charles Barrington Goode A.C. as a Mgmt For * Director, in accordance with Rule 75(b) of the Company s Constitution 2.c Re-elect Mr. Peter Maas Van Rossum as a Mgmt For * Director, in accordance with Rule 75(c) of the Company s Constitution 3. Approve that: a) the accrual of the Non- Mgmt For * Executive Directors retirement benefits will cease with effect from 30 APR 2004; b) all the Non-Executive Directors other than those nominated by Shell will have their accrued entitlements to benefits Accrued Entitlements ; c) all the Non-Executive Directors with accrued entitlements will be entitled to receive on retirement either payment of the accrued entitlement or a number of Woodside shares; and d) the maximum aggregate amount of remuneration to be paid to all the Non-Executive Directors in any FY is increased by AUD 0.65 million, from AUD 1.65 million to AUD 2.3 million 4. Approve that the Company enters into the Mgmt For * Directors Deeds with the current and the future Directors Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 41 of 42 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- S.5 Adopt the Company s Constitution in substitution Mgmt For * for both the existing Constitution and the replaceable rules set out in the Corporations Act 2001 * Management position unknown since information regarding non-U.S. issuers is not readily available Investment Company Report Meeting Date Range: 01-jul-2003 - 30-jun-2004 Report Date: 18-Aug-2004 Page: Page 42 of 42 Aberdeen Australia Equity Fund Agenda Number: 700424170 WOOLWORTHS LTD Security: Q98418108 Meeting Type: Annual General Meeting Ticker: Meeting Date: 21-Nov-03 ISIN: AU000000WOW2 Proposal Proposal For/Against Prop. # Proposal Type Vote Management ---------------------------------------------------------------------------------------------- 1. Receive and consider the financial reports of the Mgmt For * Company and the consolidated entity and the declaration by the Directors and reports of the Directors and the Auditors thereon for the financial period ended 29 JUN 2003 2.a Re-elect Mr. James Alexander Strong as a Mgmt For * Director, who retires by rotation in accordance with Article 10.3 of the Company s Constitution 2.b Re-elect Dr. Roderick Sheldon Deane as a Mgmt For * Director, who retires by rotation in accordance with Article 10.3 of the Company s Constitution S.3 Approve to alter Company s Constitution by: a) Mgmt For * inserting new Articles 5.12 to 5.19, both inclusive, relating to take-over approval provisions on the same terms as Articles 5.12 to 5.19, both inclusive, of the Constitution which will cease to apply from 21 NOV 2003 and; b) inserting in Article 1.1 the new definition of notice ; c) by capitalizing Notice where it appears in the Constitution in relation to any notice that may be given by the Company to any Member Director or any other person * Management position unknown since information regarding non-U.S. issuers is not readily available SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Aberdeen Australia Equity Fund, Inc. By (Signature) /S/ Christian Pittard ------------------------------------- Name Christian Pittard Title Treasurer and Assistant Secretary Date 08-30-2004