UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                   FORM N-PX

    ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
                                     COMPANY

 INVESTMENT COMPANY ACT FILE NUMBER:     811-04438

 EXACT NAME OF REGISTRANT AS
 SPECIFIED IN CHARTER:                   Aberdeen Australia Equity Fund, Inc.



 ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 800 Scudders Mill Road
                                         Plainsboro, NJ 08536

 NAME AND ADDRESS OF AGENT FOR SERVICE:  Mr. Vincent Esposito
                                         Aberdeen Asset Management
                                         Inc.
                                         1735 Market Street, 37th
                                         Floor
                                         Philadelphia, PA 19103

 REGISTRANT'S TELEPHONE NUMBER
 INCLUDING AREA CODE:                    866-839-5205

 DATE OF FISCAL YEAR END:                10/31

 DATE OF REPORTING PERIOD:               07/01/2007 - 06/30/2008





                                                                                                  

Aberdeen Australia Equity Fund, Inc.
--------------------------------------------------------------------------------------------------------------------------
 AGL ENERGY LTD                                                                              Agenda Number:  701375796
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q01630104
    Meeting Type:  Annual General Meeting
    Meeting Date:  08-Nov-2007
          Ticker:
            ISIN:  AU000000AGK9
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report of the Company               Non-Voting
       and the consolidated entity and the reports
       of the Directors' and the Auditor for the FYE
       30 JUN 2007

2.     Adopt the remuneration report for the FYE 30              Mgmt          For                            For
       JUN 2007 as specified

3.A    Re-elect Mr. M R G Johnson as a Director, who             Mgmt          For                            For
       retires by rotation in accordance with clause
       58 of the Company's Constitution

3.B    Re-elect Mr. M G Ould as a Director, who retires          Mgmt          For                            For
       by rotation in accordance with clause 58 of
       the Company's Constitution

3.C    Re-elect Mr. B Phillips as a Director, who retires        Mgmt          For                            For
       in rotation in accordance with clause 56.2
       of the Company's Constitution

4.     Approve for the purpose of Listing Rule 7.4               Mgmt          For                            For
       of the Listing Rules of ASX Limited, to issue
       of 56,550,000 fully-paid ordinary shares in
       the Company on 27 FEB 2007 made by way of placement

S.5    Approve for the purposes of section 260B[2]               Mgmt          For                            For
       of the Corporations Act 2001 [Cth], for the
       financial assistance to be provided, from time
       to time, by the following subsidiaries of the
       Company: [a] AGL Sales (Queensland) Pty Limited
       ACN 121 177 740 in connection with the Sun
       Gas Acquisition; (b) Each of AGL Energy Services
       (Queensland) Pty Limited ACN 104 759 471, AGL
       Sales (Queensland Electricity) Pty Limited
       ACN 078 875 902, Australian Energy Ltd ACN
       083 183 028 and Powerdirect Pty Limited ACN
       067 609 803 in connection with the Powerdirect
       Acquisition; (c) Each of AGL SA Generation
       Pty Limited ACN 081 074 204, AGL Torrens Island
       Pty Limited ACN 081 074 197 and AGL Torrens
       Island Holdings Pty Limited ACN 071 611 017
       in connection with the TIPS Acquisition; and(d)
       Any other subsidiary of any of the Targets
       as specified




--------------------------------------------------------------------------------------------------------------------------
 APN NEWS & MEDIA LTD                                                                        Agenda Number:  701281963
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1076J107
    Meeting Type:  Annual General Meeting
    Meeting Date:  03-Jul-2007
          Ticker:  APN AU
            ISIN:  AU000000APN4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

       Receive the financial report, the Directors'              Non-Voting
       report and the independent audit report for
       the YE 31 DEC 2006

1.     Re-elect Mr. Peter M. Cosgrove as a Director,             Mgmt          For                            For
       who retires by rotation in accordance with
       the Company's Constitution

2.     Re-elect Mr. Albert E. Harris as a Director,              Mgmt          For                            For
       who retires by rotation in accordance with
       the Company's Constitution

3.     Re-elect Mr. Liam P. Healy as a Director, who             Mgmt          For                            For
       retires by rotation in accordance with the
       Company's Constitution

4.     Re-elect Mr. Kevin J. Luscombe as a Director,             Mgmt          For                            For
       who retires by rotation in accordance with
       the Company's Constitution

5.     Adopt the Company's remuneration report for               Mgmt          For                            For
       the YE 31 DEC 2006

       Other business                                            Non-Voting




--------------------------------------------------------------------------------------------------------------------------
 ASX LIMITED                                                                                 Agenda Number:  701368486
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q0604U105
    Meeting Type:  Annual General Meeting
    Meeting Date:  30-Oct-2007
          Ticker:  ASX AU
            ISIN:  AU000000ASX7
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report, Directors' report           Non-Voting    No vote
       and Auditor's report for ASX and its controlled
       entities for the YE 30 JUN 2007

2.     Receive the financial report and the Auditor's            Non-Voting    No vote
       report for the National Guarantee Fund for
       the YE 30 JUN 2007

3.     Adopt the remuneration report                             Mgmt          For                            For

4.     Elect Mr. Shane Finemore as a Director of ASX             Mgmt          For                            For

5.     Elect Mr. David Gonski AC as a Director of ASX            Mgmt          For                            For

6.     Approve to increase the total amount of fees              Mgmt          For                            For
       that may be paid to ASX's Non-Executive Directors
       as a whole by AUD 500,000 from AUD 2 million
       to a maximum of AUD 2.5 million

7.     Approve, for all purposes including for the               Mgmt          For                            For
       purpose of Listing Rule 10.14, the grant of
       performance rights to acquire shares in ASX,
       and the issue or transfer of shares in ASX,
       to Mr. Robert Elstone under the ASX Long Term
       Incentive Plan as specified




--------------------------------------------------------------------------------------------------------------------------
 AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC                                    Agenda Number:  701407430
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q09504137
    Meeting Type:  Annual General Meeting
    Meeting Date:  18-Dec-2007
          Ticker:  ANZ AU
            ISIN:  AU000000ANZ3
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the annual report, financial report               Non-Voting
       and the reports of the Directors and of the
       Auditor for the YE 30 SEP 2007

s.2.a  Approve the terms and conditions of the selective         Mgmt          For                            For
       buy back agreement relating to the buy back
       of the preferences shares which form part of
       the ANZ Stapled Exchangeable Preferred Securities
       [ANZ StEPS] as specified

s.2.b  Approved the terms and conditions of the selective        Mgmt          For                            For
       reduction of capital relating to the preference
       shares which form part of ANZ StEPS as specified

S.3    Adopt the Constitution as specified                       Mgmt          For                            For

4.     Approve, in accordance with ASX Listing Rule              Mgmt          For                            For
       10.14, the allocation of AUD 9 million worth
       of deferred shares for the benefit of Mr. Michael
       Smith, the Managing Director and Chief Executive
       Officer of the Company on the terms and conditions
       as specified

5.     Approve, in accordance with ASX Listing Rule10.14,        Mgmt          For                            For
       to grant 3 tranches of performance rights equivalent
       in value to AUD 9 million to Mr. Michael Smith,
       the Managing Director and Chief Executive Officer
       of the Company on the terms and conditions
       as specified

6.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       SEP 2007

       PLEASE NOTE THAT ALTHOUGH THERE ARE 5 CANDIDATES          Non-Voting
       TO BE ELECTED AS DIRECTORS, THERE ARE ONLY
       4 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 4 OF THE 5 DIRECTORS.
       THANK YOU.

7.a    Elect Mr. R.J. Reeves as a Director                       Mgmt          No vote

7.b    Re-elect Mr. D.E. Meiklejohn as a Director who            Mgmt          For                            For
       retires in accordance with the Company's Constitution

7.c    Re-elect Mr. J.P Morschel as a Director who               Mgmt          For                            For
       retires in accordance with the Company's Constitution

7.d    Elect Mr. I. J. Macfarlane as a Director who              Mgmt          For                            For
       retires in accordance with the Company's Constitution

7.e    Re-elect Dr. G. J. Clark as a Director who retires        Mgmt          For                            For
       in accordance with the Company's Constitution




--------------------------------------------------------------------------------------------------------------------------
 AXA ASIA PACIFIC HOLDINGS LTD                                                               Agenda Number:  701488670
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q12354108
    Meeting Type:  Annual General Meeting
    Meeting Date:  16-Apr-2008
          Ticker:
            ISIN:  AU000000AXA5
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     To consider the financial report, Director's              Non-Voting
       report and the Auditor's report for the YE
       31 DEC 2007

2.A    Re-elect Mr. Rick Allert as a Director, who               Mgmt          For                            For
       retires by rotation

2.B    Re-elect Mr. Michael Butler as a Director, who            Mgmt          For                            For
       retires by rotation

2.C    Elect Mr. John Dacey as a Director, who retires           Mgmt          For                            For
       by rotation

2.D    Elect Mr. Paul Sampson as a Director, who retires         Mgmt          For                            For
       by rotation

3.     Approve and adopt the remuneration report for             Mgmt          For                            For
       the YE 31 DEC 2007

4.     Approve the grant to Mr. Andrew Penn [Group               Mgmt          For                            For
       Chief Executive] of up to 575,000 allocation
       rights and of up to 70,000 performance rights,
       such participation to be in accordance with
       the terms of the AXA APH Executive Performance
       Plan [Executive Performance Plan]




--------------------------------------------------------------------------------------------------------------------------
 BENDIGO AND ADELAIDE BANK LTD, BENDIGO VIC                                                  Agenda Number:  701376813
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1456C110
    Meeting Type:  Annual General Meeting
    Meeting Date:  29-Oct-2007
          Ticker:  BEN AU
            ISIN:  AU000000BEN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the Company's financial report, the               Non-Voting
       Directors' report and the report by the Auditor
       for the YE 30 JUN 2007

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       for the YE 30 JUN 2007

3.     Re-elect Mr. R. Johanson as a Director of the             Mgmt          For                            For
       Company, who retires under Rule 67 of the Company's
       Constitution

4.     Re-elect Mr. T. O'Dwyer as a Director of the              Mgmt          For                            For
       Company, who retires under Rule 67 of the Company's
       Constitution

5.     Re-elect Mr. N. Axelby as a Director of the               Mgmt          For                            For
       Company, who retires under Rule 67 of the Company's
       Constitution

S.6    Amend the Company's Constitution by replacing             Mgmt          For                            For
       Rule 53 as specified




--------------------------------------------------------------------------------------------------------------------------
 BENDIGO AND ADELAIDE BANK LTD, BENDIGO VIC                                                  Agenda Number:  701436013
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1456C110
    Meeting Type:  Extraordinary General Meeting
    Meeting Date:  29-Jan-2008
          Ticker:  BEN AU
            ISIN:  AU000000BEN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

S.1    Approve to change the name of the Company from            Mgmt          For                            For
       Bendigo Bank Limited to Bendigo and Adelaide
       Bank Limited with effect on and from 31 MAR
       2008

S.2    Approve and adopt the Constitution contained              Mgmt          For                            For
       in the document submitted to the meeting and
       signed by the Chairman for the purpose of identification
       as the Constitution of the Company in substitution
       for and to the exclusion of the existing Constitution
       of the Company

3.     Approve, for all purposes, including ASX Listing          Mgmt          For                            For
       Rule 10.14, the issue of performance rights
       to the Executive Director, Mr. J. McPhee under
       the Executive Incentive Plan as specified,
       and any issues of ordinary shares upon the
       vesting of those performance rights

4.     Approve to increase the maximum annual aggregate          Mgmt          For                            For
       amount payable to Non-Executive Directors by
       the way of Directors' fees AUD 500,000 per
       annum to AUD 1,700,000 per annum




--------------------------------------------------------------------------------------------------------------------------
 BHP BILLITON LTD                                                                            Agenda Number:  701375063
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1498M100
    Meeting Type:  Annual General Meeting
    Meeting Date:  28-Nov-2007
          Ticker:  BHP AU
            ISIN:  AU000000BHP4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial statements for BHP Billiton         Mgmt          For                            For
       Plc for the YE 30 JUN 2007, together with the
       Directors' report and the Auditor's report
       as specified

2.     Receive the financial statements for BHP Billiton         Mgmt          For                            For
       Limited for the YE 30 JUN 2007, together with
       the Directors' report and the Auditor's report
       as specified

3.     Re-elect Mr. David A. Crawford as a Director              Mgmt          For                            For
       of BHP Billiton Plc

4.     Re-elect Mr. David A. Crawford as a Director              Mgmt          For                            For
       of BHP Billiton Limited

5.     Re-elect Mr. Don R. Argus as a Director of BHP            Mgmt          For                            For
       Billiton Plc

6.     Re-elect Mr. Don R. Argus as a Director of BHP            Mgmt          For                            For
       Billiton Limited

7.     Re-elect Mr. Carlos A. S. Cordeiro as a Director          Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

8.     Re-elect Mr. Carlos A. S. Cordeiro as a Director          Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

9.     Re-elect The Hon E. Gail de Planque as a Director         Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

10.    Re-elect The Hon E. Gail de Planque as a Director         Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

11.    Re-elect Dr. David A. L. Jenkins as a Director            Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

12.    Re-elect Dr. David A. L. Jenkins as a Director            Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

13.    Re-appoint KPMG Audit Plc as the Auditor of               Mgmt          For                            For
       BHP Billiton Plc and authorize the Directors
       to agree their remuneration

14.    Approve that the authority and power to allot             Mgmt          For                            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 later of the AGM of BHP Billiton Plc
       and the AGM of BHP Billiton Limited in 2008,
       and for such period the Section 80 amount [under
       the United Kingdom Companies Act 1985] shall
       be USD 278,081,499

S.15   Approve that the authority and power to allot             Mgmt          For                            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 ending on the later of the AGM of BHP
       Billiton Plc and the AGM of BHP Billiton Limited
       in 2008, and for such period the Section 89
       amount [under the United Kingdom Companies
       Act 1985] shall be USD 58,200,632

S.16   Authorize BHP Billiton Plc, in accordance with            Mgmt          For                            For
       Article 6 of its Articles of Association and
       Section 166 of the United Kingdom Companies
       Act 1985, to make market purchases [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 to be purchased
       be 232,802,528, representing 10% of BHP Billiton
       Plc's issued share capital; b) the minimum
       price that may be paid for each share is USD
       0.50, being the nominal value of such a share;
       c) the maximum price that may be paid for any
       share 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;
       [Authority expires on the earlier of 25 APR
       2009 and the later of the AGM of BHP Billiton
       Plc and the AGM of BHP Billiton Limited in
       2008]; 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

S17.1  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 31 DEC 2007

S17.2  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 15 FEB 2008

S17.3  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 30 APR 2008

S17.4  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 31 MAY 2008

S17.5  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 15 JUN 2008

S17.6  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 31 JUL 2008

S17.7  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 15 SEP 2008

S17.8  Approve to reduce the share capital of BHP Billiton       Mgmt          For                            For
       Plc by the cancellation of all the issued paid
       up shares of USD 0.50 nominal value each held
       by BHP Billiton Limited on 30 NOV 2008

18.    Approve the remuneration report for the YE 30             Mgmt          For                            For
       JUN 2007

19.    Approve the grant of Deferred Shares and Options          Mgmt          For                            For
       under the BHP Billiton Limited Group Incentive
       Scheme [GIS] and the grant of Performance Shares
       under the BHP Billiton Limited Long Term Incentive
       Plan [LTIP] to the Executive Director Mr. M.
       J. Kloppers, in the specified manner

20.    Approve the grant of Deferred Shares and Options          Mgmt          For                            For
       under the BHP Billiton Limited Group Incentive
       Scheme [GIS] to Mr. C. W. Goodyear, in the
       specified manner

S.21   Amend the Articles of Association of BHP Billiton         Mgmt          For                            For
       Plc by deleting Article 82

S.22   Amend the Constitution of BHP Billiton Limited            Mgmt          For                            For
       by deleting Rule 82




--------------------------------------------------------------------------------------------------------------------------
 BILLABONG INTERNATIONAL LTD                                                                 Agenda Number:  701373538
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1502G107
    Meeting Type:  Annual General Meeting
    Meeting Date:  26-Oct-2007
          Ticker:  BBG AU
            ISIN:  AU000000BBG6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report, including the               Non-Voting
       Directors' declaration for the YE 30 JUN 2007
       and the related Directors' report and the audit
       report

2.     Re-elect Mr. Ted Kunkel as a Director, who retires        Mgmt          For                            For
       by rotation in accordance with the Article
       6.3 of the Company's Constitution

3.     Re-elect Mr. Allan McDonald as a Director, who            Mgmt          For                            For
       retires by rotation in accordance with the
       Article 6.3 of the Company's Constitution

4.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2007

5.     Approve, for the purpose of ASX Listing Rule              Mgmt          For                            For
       10.14, to award up to 56,363 fully paid ordinary
       shares, for no consideration, to Mr. Derek
       O'Neill pursuant to the Billabong International
       Limited Executive Performance Share Plan for
       the FYE 30 JUN 2008

6.     Approve, for the purpose of ASX Listing Rule              Mgmt          For                            For
       10.14, to award up to 48,745 fully paid ordinary
       shares, for no consideration, to Mr. Paul Naude
       pursuant to the Billabong International Limited
       Executive Performance Share Plan for the FYE
       30 JUN 2008




--------------------------------------------------------------------------------------------------------------------------
 BRADKEN LTD                                                                                 Agenda Number:  701379148
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q17369101
    Meeting Type:  Annual General Meeting
    Meeting Date:  31-Oct-2007
          Ticker:
            ISIN:  AU000000BKN3
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial reports of the Company              Non-Voting
       and the consolidated entity and the report
       of Directors and the Auditor thereon for the
       FYE 30 JUN 2007

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       for the FYE 30 JUN 2007

3.     Re-elect Mr. Phillip Arnall as a Director, who            Mgmt          For                            For
       retires by rotation in accordance with Article
       9.3 of the Company's Constitution

4.     Approve, for all purposes under the Corporations          Mgmt          For                            For
       Act 2001 [Cth] and the Listing Rules of ASX
       Limited: a) participation in the Performance
       Rights Plan by Mr. Brian Hodges, Managing Director
       as to 60,668 performance rights; and b) acquisition
       accordingly by Mr. Hodges of those performance
       rights and, in consequence of exercise of those
       performance rights, of ordinary shares in the
       Company, all in accordance with the Performance
       Rights Plan Rules as amended from time to time
       as specified

5.     Approve, for the purposes of ASX Listing Rule             Mgmt          For                            For
       10.17 and Article 9.9(a) of the Company's Constitution,
       to increase the maximum aggregate remuneration
       payable to the Non-executive Directors of the
       Company in a FY by AUD 200,000 to AUD 800,000
       per annum




--------------------------------------------------------------------------------------------------------------------------
 COMMONWEALTH BANK OF AUSTRALIA, SYDNEY NSW                                                  Agenda Number:  701377500
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q26915100
    Meeting Type:  Annual General Meeting
    Meeting Date:  07-Nov-2007
          Ticker:  CBA AU
            ISIN:  AU000000CBA7
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report, the Directors'              Non-Voting
       report and the Auditor's report for the FYE
       30 JUN 2007

2.     Appoint PricewaterhouseCoopers as the Auditors            Mgmt          For                            For
       of Commonwealth Bank of Australia and authorize
       the Directors to fix the remuneration of the
       Auditors

3.A    Re-elect Mr. Reg J. Clairs as a Director, in              Mgmt          For                            For
       accordance with Articles 11.1 and 11.2 of the
       Constitution of Commonwealth Bank of Australia

3.B    Re-elect Mr. Harrison H. Young as a Director,             Mgmt          For                            For
       in accordance with Articles 11.4(b) and 11.2
       of the Constitution of Commonwealth Bank of
       Australia

3.C    Re-elect Sir John A Anderson as a Director,               Mgmt          For                            For
       in accordance with Articles 11.4(b) and 11.2
       of the Constitution of Commonwealth Bank of
       Australia

4.     Approve the remuneration report for the YE 30             Mgmt          For                            For
       JUN 2007

5.     Approve, in accordance with ASX Listing Rules             Mgmt          For                            For
       10.14 and 10.15 for the participation of Mr.
       Ralph J. Norris in the Group Leadership Share
       Plan of Commonwelath Bank of Australia [GLSP];
       and to grant AUD 11.56 Million worth of Shares
       to Mr. Ralph Norris, Chief Executive Officer,
       under the Group Leadership Share Plan




--------------------------------------------------------------------------------------------------------------------------
 COMPUTERSHARE LIMITED CPU                                                                   Agenda Number:  701375784
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q2721E105
    Meeting Type:  Annual General Meeting
    Meeting Date:  14-Nov-2007
          Ticker:
            ISIN:  AU000000CPU5
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Chairman's address and the presentation by the            Non-Voting
       Chief Executive Officer

2.     Receive the annual financial report, the Directors'       Non-Voting
       report and the Auditor's report for the YE
       30 JUN 2007

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2007

4.     Re-elect Mr. Christopher John Morris as a Director        Mgmt          For                            For
       of the Company, who retires under Clause 66
       of the Company's Constitution

5.     Re-elect Mr. Philip Daniel DeFeo as a Director            Mgmt          For                            For
       of the Company, who retires under Clause 66
       of the Company's Constitution

6.     Re-elect Dr. Markus Kerber as a Director of               Mgmt          For                            For
       the Company, who retires under Clause 66 of
       the Company's Constitution

7.     Re-elect Mr. Arthur Leslie Owen as a Director             Mgmt          For                            For
       of the Company, who retires under Clause 65
       of the Company's Constitution

8.     Approve to increase the maximum annual remuneration       Mgmt          For                            For
       to all the Non-Executive Directors by AUD 500,000,
       from AUD 1,000,000 per annum to AUD 1,500,000
       per annum

S.9    Approve the inclusion of Clause 55A and amend             Mgmt          For                            For
       Clause 73.10 of the Company's Constitution,
       as specified




--------------------------------------------------------------------------------------------------------------------------
 FAIRFAX MEDIA LTD, SYDNEY                                                                   Agenda Number:  701393869
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q37116102
    Meeting Type:  Annual General Meeting
    Meeting Date:  30-Nov-2007
          Ticker:
            ISIN:  AU000000FXJ5
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial reports of the Company,             Non-Voting
       the Directors Report, the Auditors Report and
       the Statement by the Directors for the FYE
       01 JUL 2007

2.A    Elect Mr. John B. Fairfax AM as a Director of             Mgmt          For                            For
       the Company, who retires in accordance with
       the Constitution

2.B    Elect Mr. Nicholas Fairfax as a Director of               Mgmt          For                            For
       the Company, who retires in accordance with
       the Constitution

2.C    Elect Mr. Robert Savage as a Director of the              Mgmt          For                            For
       Company, who retires in accordance with the
       Constitution

2.D    Re-elect Mrs. Julia King as a Director of the             Mgmt          For                            For
       Company, who retires in accordance with the
       Constitution

2.E    Re-elect Mr. David Evans as a Director of the             Mgmt          For                            For
       Company, who retires in accordance with the
       Constitution

3.     Approve the Remuneration Report for the YE 01             Mgmt          For                            For
       JUL 2007

4.     Approve to increase the maximum aggregate amount          Mgmt          For                            For
       payable to the Non-Executive Directors by way
       of the Directors' fees from AUD 1,500,000 to
       AUD 2,000,000 per annum




--------------------------------------------------------------------------------------------------------------------------
 GOODMAN FIELDER LTD, TAMWORTH                                                               Agenda Number:  701383490
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4223N112
    Meeting Type:  Annual General Meeting
    Meeting Date:  22-Nov-2007
          Ticker:
            ISIN:  AU000000GFF8
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report and the reports              Non-Voting
       of the Directors and the Auditor for the FYE
       30 JUN 2007

2.     Elect Mr. Gavin Walker as a Director of the               Mgmt          For                            For
       Company

3.     Elect Mr. Clive Hooke as a Director of the Company        Mgmt          For                            For

4.     Re-elect Mr. Graeme Hart as a Director of the             Mgmt          For                            For
       Company who retires by rotation

5.     Adopt the Company's remuneration report for               Mgmt          For                            For
       the FYE 30 JUN 2007

S.6    Approve to renew the proportional takeover provisions     Mgmt          For                            For
       in Rule 6 of the Constitution of Goodman Fielder
       Limited for a period of 3 years from the date
       of the meeting convened by the notice of meeting

S.7    Amend the Constitution of the Company by replacing        Mgmt          For                            For
       the number '35' wherever it appears in Rules
       8.1[l][3] and [4] by the number '45'

8.     Approve the establishment and operation of a              Mgmt          For                            For
       plan entitled the 'Goodman Fielder General
       Employee Share Plan' [GESP] for the provision
       of ordinary shares in Goodman Fielder Limited
       to employees of the Company and its subsidiaries;
       and the acquisition of ordinary shares in Goodman
       Fielder Limited by employees and the provision
       of benefits to those employees under the GESP,
       in accordance with the rules of the GESP, as
       specified

9.     Approve the establishment and operation of a              Mgmt          For                            For
       plan entitled the 'Goodman Fielder Performance
       Share Plan' (PSP) for the provision of equity
       incentives to senior executives of the Company
       and its subsidiaries whom the Board determines
       to be eligible to participate in the PSP; and
       the acquisition of ordinary shares in Goodman
       Fielder Limited by those senior executives
       and the provision of benefits to those executives
       under the PSP, in accordance with the rules
       of the PSP, as specified




--------------------------------------------------------------------------------------------------------------------------
 INCITEC PIVOT LTD                                                                           Agenda Number:  701412986
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4887E101
    Meeting Type:  Annual General Meeting
    Meeting Date:  20-Dec-2007
          Ticker:
            ISIN:  AU000000IPL1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

       Receive the financial report of the Company,              Non-Voting
       the Directors' report and the Auditor's report
       for the YE 30 SEP 2007

1.     Re-elect Mr. John Marlay as a Director of the             Mgmt          For                            For
       Company, who retires in accordance with the
       Company's Constitution

2.     Re-elect Mr. James Fazzino as a Director of               Mgmt          For                            For
       the Company, who retires in accordance with
       the Company's Constitution

3.     Re-elect Mr. Allan McCallum as a Director of              Mgmt          For                            For
       the Company, who retires in accordance with
       the Company's Constitution

4.     Approve, in accordance with Rule 6.5(a) of the            Mgmt          For                            For
       Company's Constitution, to increase the maximum
       total amount of fees from which the Company
       may pay the Non-executive Directors of the
       Company for their services as Directors, including
       their service on a Committee of Directors,
       by AUD 400,000 to a maximum of AUD 1.4 million
       per annum

5.     Adopt the remuneration report for the Company             Mgmt          For                            For
       [included in the Directors' report] for the
       YE 30 SEP 2007




--------------------------------------------------------------------------------------------------------------------------
 LEIGHTON HOLDINGS LTD                                                                       Agenda Number:  701384442
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q55190104
    Meeting Type:  Annual General Meeting
    Meeting Date:  08-Nov-2007
          Ticker:  LEI AU
            ISIN:  AU000000LEI5
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report and reports of               Mgmt          For                            For
       the Directors and the Auditor for the YE 30
       JUN 2007

2.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2007

3.1    Re-elect Mr. R.D. Humphris as a Director                  Mgmt          For                            For

3.2    Re-elect Dr. H.P. Keitel as a Director                    Mgmt          For                            For

3.3    Re-elect Dr. P.M. Noe as a Director                       Mgmt          For                            For

3.4    Re-elect Mr. D.P. Robinson as a Director                  Mgmt          For                            For

3.5    Re-elect Dr. H.H. Lutkestratkotter as a Director          Mgmt          For                            For

3.6    Elect Mr. I.J. Macfarlane as a Director                   Mgmt          For                            For

4.     Approve to increase the maximum annual remuneration       Mgmt          For                            For
       of the Non Executive Directors




--------------------------------------------------------------------------------------------------------------------------
 LION NATHAN LTD                                                                             Agenda Number:  701441381
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q5585K109
    Meeting Type:  Annual General Meeting
    Meeting Date:  14-Feb-2008
          Ticker:  LNN AU
            ISIN:  AU000000LNN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report, the Directors'              Non-Voting
       report and the Auditors report in the respect
       of the Company and its controlled entities
       for the FYE 30 SEP 2007

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       and its controlled entities for the FYE 30
       SEP 2007

3.a    Re-elect Mr. Glenn Lawrence Lord Barnes as a              Mgmt          For                            For
       Non-Executive Director of the Company, who
       retires by rotation in accordance with Article
       10.3 of the Constitution

3.b    Re-elect Mr. Peter Hallam Bush as a Non-Executive         Mgmt          For                            For
       Director of the Company, who retires by rotation
       in accordance with Article 10.3 of the Constitution

3.c    Elect Mr. Fumio Miki as a Non-Executive Director          Mgmt          For                            For
       of the Company

3.d    Elect Dr. Koichi Matsuzawa as a Director                  Mgmt          For                            For

3.e    Elect Mr. Hirotake Kobayashi as a Director                Mgmt          For                            For

4.     Approve to increase in the maximum amount of              Mgmt          For                            For
       remuneration payable in aggregate to Non-Executive
       Directors [inclusive of superannuation] by
       AUD 250,000, to a maximum amount of AUD 1,250,000
       per annum, commencing with effect from 14 FEB
       2008, for all purposes including ASX Listing
       Rule 10.17

5.     Approve, for all purposes including ASX Listing           Mgmt          For                            For
       Rule 10.114 for: a) participation in the Company's
       Achievement Rights Plan by Mr. Robert Andrew
       Murray, Executive Director and Chief Executive
       Officer of the Company; b) the acquisition
       accordingly by Mr. Murray of Achievements Rights
       and, in consequence of the exercise of those
       Achievements Rights, of ordinary shares in
       the Company; and c) the provision of benefits
       to Mr. Murray under the Achievement Rights
       Plan in accordance with the Plans Rules and
       as specified




--------------------------------------------------------------------------------------------------------------------------
 METCASH LTD                                                                                 Agenda Number:  701336996
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q6014C106
    Meeting Type:  Annual General Meeting
    Meeting Date:  30-Aug-2007
          Ticker:
            ISIN:  AU000000MTS0
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive and consider the financial report of              Non-Voting
       the Company and the reports of the Directors
       and the Auditors for the YE 30 APR 2007

2.A    Re-elect Mr. Carlos S dos Santos as a Director            Mgmt          For                            For
       of the Company who retires by rotation under
       Rule 8.1(d) of the Company's Constitution

2.B    Re-elect Mr. Andrew Reitzer as a Director of              Mgmt          For                            For
       the Company who retires by rotation under Rule
       8.1(d) of the Company's Constitution

2.C    Re-elect Mr. Edwin Jankelowitz as a Director              Mgmt          For                            For
       of the Company who retires by rotation under
       Rule 8.1(d) of the Company's Constitution

2.D    Re-elect Mr. Michael Butler as a Director of              Mgmt          For                            For
       the Company who was appointed by the Directors
       on 08 FEB 2007 and who retires under Rule 8.1(d)
       of the Company's Constitution

3.     Adopt the remuneration report that forms part             Mgmt          For                            For
       of the Directors report of the Company for
       the FYE 30 APR 2007




--------------------------------------------------------------------------------------------------------------------------
 ORICA LIMITED                                                                               Agenda Number:  701414029
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q7160T109
    Meeting Type:  Annual General Meeting
    Meeting Date:  21-Dec-2007
          Ticker:
            ISIN:  AU000000ORI1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive and approve the financial report, Directors'      Mgmt          For                            For
       report and the Auditor's report for the YE
       30 SEP 2007

2.1    Re-elect Mr. Donald Mercer as a Director, who             Mgmt          For                            For
       retires by rotation in accordance with Rule
       58.1 of the Company's Constitution

2.2    Re-elect Mr. Peter Duncan as a Director, who              Mgmt          For                            For
       retires by rotation in accordance with Rule
       58.1 of the Company's Constitution

2.3    Re-elect Mr. Garry Hounsell as a Director, who            Mgmt          For                            For
       retires by rotation in accordance with Rule
       58.1 of the Company's Constitution

2.4    Re-elect Mr. Russell Caplan as a Director, who            Mgmt          For                            For
       retires in accordance with Rule 47 of the Company's
       Constitution

S.3    Approve, subject to a special resolution being            Mgmt          For                            For
       passed by the 5% Preference Shareholders in
       similar terms to this resolution by the requisite
       majority, to reduce the Company's share capital
       by way of a selective capital reduction in
       accordance with Section 256B of the Corporations
       Act by: cancelling all 5% Preference Shares
       in the Company with effect on and from the
       Record Date being 14 JAN 2008; and paying to
       each 5% Preference shareholder on a date no
       later than 31 JAN 2008, the sum of AUD 4.75
       for each 5% Preference Share in the Company
       held by the 5% Preference Shareholder on the
       Record Date

S.4    Approve to insert the Proportional Takeover               Mgmt          For                            For
       Provision as specified

S.5    Amend the Constitution of the Company as specified        Mgmt          For                            For

6.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       SEP 2007




--------------------------------------------------------------------------------------------------------------------------
 QBE INSURANCE GROUP LTD                                                                     Agenda Number:  701474013
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q78063114
    Meeting Type:  Annual General Meeting
    Meeting Date:  04-Apr-2008
          Ticker:  QBE AU
            ISIN:  AU000000QBE9
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial reports and the reports             Non-Voting
       of the Directors and the Auditors of the Company
       for the YE 31 DEC 2007

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       for the FYE 31 DEC 2007

3.     Approve, for the purposes of ASX Listing Rule             Mgmt          For                            For
       10.14 and for all other purposes to grant to
       the Chief Executive Officer, Mr. FM O'Halloran
       of conditional rights over a maximum of 37,250
       ordinary shares in the Company and options
       to subscribe for a maximum of 74,500 unissued
       ordinary shares of the Company and either the
       allotment or transfer of ordinary shares in
       the Company on satisfaction of and subject
       to the conditions attached to the conditional
       rights and on valid exercise of the options
       under the Company's 2007 Deferred Compensation
       Plan

4.     Re-elect Mr. C.L.A. Irby as a Director, who               Mgmt          For                            For
       retires by rotation in accordance with Clause
       76 of the Company's Constitution




--------------------------------------------------------------------------------------------------------------------------
 RAMSAY HEALTH CARE LTD RHC                                                                  Agenda Number:  701390356
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q7982Y104
    Meeting Type:  Annual General Meeting
    Meeting Date:  20-Nov-2007
          Ticker:
            ISIN:  AU000000RHC8
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report of the Company               Non-Voting
       and its controlled entities and the reports
       of the Directors and the Auditors for the FYE
       30 JUN 2007

2.     Adopt the remuneration report, which forms part           Mgmt          For                            For
       of the Directors' report for the YE 30 JUN
       2007

3.1    Re-elect Mr. Anthony James Clark as a Non-executive       Mgmt          For                            For
       Director of the Company, who retries in accordance
       with Clause 44 of the Constitution

3.2    Re-elect Mr. Peter John Evans as a Non-executive          Mgmt          For                            For
       Director of the Company, who retries in accordance
       with Clause 44 of the Constitution

3.3    Re-elect Mr. Bruce Roger Soden as an Executive            Mgmt          For                            For
       Directors of the Company, who retires in accordance
       with Clause 44 of the Constitution

4.     Approve to increase the maximum aggregate amount          Mgmt          For                            For
       available for the remuneration of the Non-executive
       Directors for their services as Directors from
       AUD 900,000 to AUD 1,400,000 per annum excluding
       the superannuation guarantee contributions
       payable by the Company to the Non-executive
       Directors [consistent with Clause 49.1 of the
       Constitution and Rule 10.17 of the Listing
       Rules of Australian Securities Exchange Limited]

S.5    Amend the Constitution as specified                       Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 RIO TINTO LTD                                                                               Agenda Number:  701353017
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q81437107
    Meeting Type:  Extraordinary General Meeting
    Meeting Date:  28-Sep-2007
          Ticker:  RIO AU
            ISIN:  AU000000RIO1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Approve the Acquisition, on the terms and subject         Mgmt          For                            For
       to the conditions specified in the Support
       Agreement and the Offer Document; and authorize
       the Directors [or a duly authorized committee
       of the Directors] to waive, amend, vary or
       extend any of the terms and conditions of the
       Acquisition and to do all things as they may
       consider to be necessary or desirable to complete,
       implement and give effect to, or otherwise
       in connection with, the Acquisition and any
       matters incidental to the Acquisition; and
       approve the borrowings, pursuant to the Facility
       Agreement [as specified] or any refinancing
       thereof and sanction be given to the aggregate
       amount for the time being remaining undischarged
       of all moneys borrowed [including pursuant
       to such Facility Agreement or any refinancing
       thereof] by (1) the Company and any of its
       subsidiaries and (2) RTL and any of its Corporations
       Act Subsidiaries [exclusive of moneys borrowed
       by any Company in the Rio Tinto Group from
       and for the time being owing to any other Company
       in the Rio Tinto Group or any Company in the
       RTL Group or by any Company in the RTL Group
       from and for the time being owing to any other
       Company in the RTL Group or any Company in
       the Rio Tinto Group [each term used in this
       resolution having the meaning ascribed to it
       in the Company's Articles of Association]]
       exceeding the limit set out in Article 109
       of the Company's Articles of Association provided
       that such aggregate amount shall not exceed
       the sum of USD 60 billion




--------------------------------------------------------------------------------------------------------------------------
 RIO TINTO LTD                                                                               Agenda Number:  701491487
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q81437107
    Meeting Type:  Annual General Meeting
    Meeting Date:  24-Apr-2008
          Ticker:  RIO AU
            ISIN:  AU000000RIO1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the Company's financial report and the            Mgmt          For                            For
       reports of the Directors and Auditors for the
       YE 31 DEC 2007

2.     Approve the remuneration report for the YE 31             Mgmt          For                            For
       DEC 2007 as set out in the 2007

3.     Elect Mr. Richard Evans as a Director                     Mgmt          For                            For

4.     Elect Mr. Yves Fortier as a Director                      Mgmt          For                            For

5.     Elect Mr. Paul Tellier as a Director                      Mgmt          For                            For

6.     Elect Mr. Tom Albanese as a Director                      Mgmt          For                            For

7.     Elect Mr. Vivienne Cox as a Director                      Mgmt          For                            For

8.     Re-elect Mr. Richard Goodmanson as a Director             Mgmt          For                            For

9.     Re-elect Mr. Paul Skinner as a Director                   Mgmt          For                            For

10.    Re-appoint PricewaterhouseCoopers LLP as Auditors         Mgmt          For                            For
       of Rio Tinto PLC to hold office until the conclusion
       of the next AGM at which accounts are laid
       before Rio Tinco PLC and authorize the audit
       Committee to determine the Auditors remuneration

11.    Approve to buy-backs by Rio Tinto Limited of              Mgmt          For                            For
       fully paid ordinary shares in Rio Tinto Limited
       [ordinary shares] in accordance with the listing
       rules of the Australian Securities Exchange
       in the period as specified this approval until
       the [and including] the date of the Rio Tinto
       Limited 2009 AGM or 23 APR 2009 [whichever
       is later], but only to the extent that the
       number of ordinary shares bought back pursuant
       to this authority does not in that period exceed
       28.57 million ordinary shares

S.12   Approve to buy-backs by Rio Tinto Limited of              Mgmt          For                            For
       fully paid ordinary shares from Tinto holdings
       Australia Pty (THA) in the period specified
       this approval until [and including] the date
       of the Rio Tinto Limited 2009 AGM or 23 APR
       2009 [whichever is later], upon terms and subject
       to conditions set out in the draft Buy-Back
       Agreement between Rio Tinto Limited and THA
       [entitled 2008 RTL-THA Agreement] as specified

S.13   Amend, subject to the consent in writing of               Mgmt          For                            For
       the holder of the special voting shares, by
       deleting in their entirety rule 5A(a)(ii)(E)
       and rule 5A(b); and by deleting in its entirety
       Article 8A(b)(v) and the words for the purpose
       of this Article, the prescribed percentage
       shall be 100% or such lower percentage as the
       Board resolves at the date of the issue of
       the DLC dividend share as specified




--------------------------------------------------------------------------------------------------------------------------
 SP AUSNET                                                                                   Agenda Number:  701302476
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8604X102
    Meeting Type:  Annual General Meeting
    Meeting Date:  17-Jul-2007
          Ticker:
            ISIN:  AU000000SPN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial statements of SP AusNet             Non-Voting
       for the YE 31 MAR 2007 and the reports of the
       Directors and the Auditors thereon

2.A    Re-elect Dr. George Allister Lefroy, who retires          Mgmt          For                            For
       by rotation in accordance with Article 11.1[d]
       of the Companies' Constitutions, as a Director

2.B    Re-elect Mr. Martyn Kenneth Myer, who retires             Mgmt          For                            For
       by rotation in accordance with Article 11.1[d]
       of the Companies' Constitutions, as a Director

2.C    Re-elect Mr. Ng Kee Choe, who retires by rotation         Mgmt          Against                        Against
       in accordance with Article 11.1[d] of the Companies'
       Constitutions, as a Director

3.     Adopt the remuneration report for the period              Mgmt          For                            For
       ended 31 MAR 2007

4.     Approve to increase the aggregate maximum sum             Mgmt          For                            For
       available for remuneration to Non-Executive
       Directors of SP AusNet as remuneration for
       their services by AUD 500,000 to AUD 1,500,000
       per year

5.     Authorize the SP AusNet and the Directors of              Mgmt          For                            For
       the Companies and SP Australia Networks [RE]
       Ltd as responsible entity for the Trust, to
       issue new securities on the terms and conditions
       as specified

       PLEASE NOTE THAT CARE VOTING INSTRUCTIONS APPLY           Non-Voting
       ON RESOLUTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 SP AUSNET                                                                                   Agenda Number:  701410350
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8604X102
    Meeting Type:  Ordinary General Meeting
    Meeting Date:  11-Dec-2007
          Ticker:
            ISIN:  AU000000SPN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1.     Authorize the Group: for the purpose of Section           Mgmt          Against                        Against
       208 of the Corporations Act, ASX Listing Rule
       10.1 and for all other purposes, to give financial
       benefits to, and acquiring substantial assets
       from SPI, pursuant to the terms of the SSPA;
       for the purpose of Section 208 of the Corporations
       Act and for all other purposes, to give any
       financial benefits to SPIMS which may arise
       pursuant to the increase in fees payable under
       the Management Services Agreement and to any
       amendments to the Management Service Agreement
       as specified; and for the purpose of ASX Listing
       Rule 10.11 and for all other purposes, to give
       for SP AusNet to issue to SPI up to such number
       of securities equal to 51% of the Institutional
       Placement

2.     Authorize SP AusNet; and the Directors of the             Mgmt          Against                        Against
       SP Australia Networks (Distribution) Ltd, SP
       Australia Networks (Transmission) Ltd and SP
       Australia Networks (RE) Ltd [as responsible
       entity for SP Australia Networks (Finance)
       Trust] [the Directors], for the purposes of
       Singapore Law and all other purposes, to issue
       new securities pursuant to: the Entitlement
       Offer; the Institutional Placement; and the
       Hybrid Offer, on such terms and conditions,
       including without limitation, the offer price
       of such securities, as may be determined by
       the Directors in their absolute discretion
       in accordance with law and provided that the
       number of securities issued under the Institutional
       Placement will not exceed 15% of the number
       of securities that will be on issue immediately
       after the issue and allotment of all new securities
       under the Entitlement Offer

3.     Authorize SPI [and its associates], for the               Mgmt          Against                        Against
       purposes of Section 611 Item 7 of the Corporations
       Act, to acquire relevant interests in issued
       securities of SP AusNet, provided that such
       acquisition: does not result in SPI or any
       of its associates increasing its voting power
       in SP AusNet to above 60%; and occurs as a
       result of SPI's participation in, or otherwise
       in connection with, the Entitlement Offer,
       the Institutional Placement or any other issue
       of securities conducted to fund the transaction

S.4    Authorize any Company that is or will be subsidiary       Mgmt          Against                        Against
       of SP Australia Networks (Finance) Trust, SP
       Transmission or SP AusNet Distribution, for
       the purposes of section 260B(2) of the Corporations
       Act, providing financial assistance by, or
       which results from, or arises in connection
       with: entry into and performance under the
       following documents: the bridge financing facility
       of AUD 3,700 million; and the syndicated loan
       facility of AUD 2,500 million, [together the
       [Debt Facilities], under which the subsidiary
       will assume rights and obligations as a guarantor
       or obligor, including but not limited to the
       payment and satisfaction of any guaranteed
       liabilities [howsoever described] and the satisfaction
       of any other obligations therein; any guarantees
       by SPIAA and any subsidiaries of SPIAA in respect
       of any existing or future financial indebtedness
       of SPI Electricity and Gas Australia Holdings
       Pty Ltd; the entry into any documents including,
       without limitation, any guarantee, indemnity
       or credit support document or mechanism for,
       or in connection with, any refinancing, replacement,
       renewal or variation of all or any part of
       the Debt Facilities from time to time [whether
       by debt, equity, hybrid instrument or otherwise]
       [including any subsequent refinancings, replacements,
       renewals or variations thereafter]; the advancing,
       borrowing, making, paying or repaying shareholder
       loans or loans, distributions, dividends or
       capital payments between members of the SP
       AusNet Group or to repay funds, discharge obligations,
       or incur financial indebtedness as part of
       or in connection with the completion of the
       transaction or in respect of any matter arising
       out of or in relation to the above; and entry
       into document in any way connected with, or
       related to, any of the Debt facilities or transactions
       referred to above

S.5    Amend, the constitution of the SP Australia               Mgmt          Against                        Against
       Networks (Finance) Trust in accordance with
       the provisions of the supplemental deed poll
       included as specified; and authorize the SP
       Australia Networks (RE) Ltd. to execute the
       supplemental deed poll and lodge it with the
       Australian Securities and Investments Commission
       to give effect to the constitution of the SP
       Australia Networks (Finance) Trust




--------------------------------------------------------------------------------------------------------------------------
 SUNCORP METWAY LIMITED, SPRING HILL QLD                                                     Agenda Number:  701376750
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8802S103
    Meeting Type:  Annual General Meeting
    Meeting Date:  31-Oct-2007
          Ticker:  SUN AU
            ISIN:  AU000000SUN6
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report and the reports              Non-Voting
       of the Directors' and the Auditor for the YE
       30 JUN 2007

2.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2007

3.A    Re-elect Dr. C. Hirst as a Director, in accordance        Mgmt          For                            For
       with Article 14(5) of the Company's Constitution,
       who retires by rotation

3.B    Re-elect Mr. M.D. Kriewaldt as a Director, in             Mgmt          For                            For
       accordance with Article 14(5) of the Company's
       Constitution, who retires by rotation

3.C    Re-elect Mr. J.D. Story as a Director, in accordance      Mgmt          For                            For
       with Article 14(5) of the Company's Constitution,
       who retires by rotation




--------------------------------------------------------------------------------------------------------------------------
 TABCORP HLDGS LTD                                                                           Agenda Number:  701381460
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8815D101
    Meeting Type:  Annual General Meeting
    Meeting Date:  26-Nov-2007
          Ticker:  TAH AU
            ISIN:  AU000000TAH8
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial statements and the reports          Non-Voting
       of the Directors and of the Auditor in respect
       of the YE 30 JUN 2007

2.a    Re-elect Mr. John Story as a Director of the              Mgmt          For                            For
       Company, who retires in accordance with the
       Constitution of the Company

2.b    Elect Mr. John O'Neill as a Director of the               Mgmt          For                            For
       Company

3.     Adopt the remuneration report [which forms part           Mgmt          For                            For
       of the Directors' report] in respect of the
       YE 30 JUN 2007

4.     Approve to grant 100,000 share rights to the              Mgmt          For                            For
       Managing Director and Chief Executive Officer
       of the Company, Mr. Elmer Funke Kupper, under
       the Tabcorp Long Term Performance Plan as specified




--------------------------------------------------------------------------------------------------------------------------
 TATTERSALL'S LTD                                                                            Agenda Number:  701396598
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8852J102
    Meeting Type:  Annual General Meeting
    Meeting Date:  30-Nov-2007
          Ticker:
            ISIN:  AU000000TTS5
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Acknowledge the Chairman and the Chief Executive's        Non-Voting
       presentations

2.     Receive and consider the financial report for             Non-Voting
       the Company and its controlled entities for
       the period ended 30 JUN 2007 together with
       the Directors' report and the Auditor's Report
       as specified in the Annual Report.

3.a    Re-elect Mr. Harry Boon as a Director of the              Mgmt          For                            For
       Company. who retires in accordance with the
       Constitution

3.b    Re-elect Ms. Lyndsey Cattermole as a Director             Mgmt          For                            For
       of the Company, who retires in accordance with
       the Constitution

3.c    Re-elect Mr. Brian Jamieson as a Director of              Mgmt          For                            For
       the Company, who retires in accordance with
       the Constitution

4.     Adopt the remuneration report forming part of             Mgmt          For                            For
       the Directors' report for the period ended
       30 JUN 2007

S.5    Approve, to renew the proportional takeover               Mgmt          For                            For
       approval provisions contained in Article 4.5(e)
       of, and Schedule 5 to, the Constitution, for
       a further 3 years from the date of the meeting

S.6    Amend, pursuant to Section 136 of the Corporations        Mgmt          For                            For
       Act, the Constitution of the Company, with
       effect from the date of the meeting, as specified

S.7    Approve, subject to the approval of the Australian        Mgmt          For                            For
       Securities and Investments Commission, to change
       the name of the Company from 'Tattersall's
       Limited' to 'Tatts Group Limited'




--------------------------------------------------------------------------------------------------------------------------
 TELECOM CORPORATION OF NEW ZEALAND LTD                                                      Agenda Number:  701328456
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q89499109
    Meeting Type:  Special General Meeting
    Meeting Date:  17-Aug-2007
          Ticker:  TEL AU
            ISIN:  NZTELE0001S4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

       Chairman's introduction                                   Non-Voting

       Address to shareholders                                   Non-Voting

       Shareholders discussion                                   Non-Voting

S.1    Approve the arrangement for the return of capital         Mgmt          For                            For
       to ordinary shareholders [Arrangement] under
       which: 1 share of every 9 ordinary Telecom
       shares registered in the name of each Telecom
       ordinary shareholders on the relevant record
       date be cancelled, where the number of shares
       held by an ordinary shareholders is not divisible
       by 9 then fractions of a share shall be rounded
       up or down to the nearest whole share; and
       Telecom shall pay to each holder Telecom ordinary
       shares NZD 4,88 for each ordinary share registered
       in the name of that shareholder which has been
       cancelled, subject to the Arrangement being
       sanctioned by the High Court of New Zealand
       pursuant to part XV of the Companies ACT 1993,
       further information about the Arrangement as
       specified

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting
       OF CONSERVATIVE RECORD DATE. PLEASE NOTE THAT
       THE NEW CUT-OFF IS 09 AUG 2007. IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
       THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
       YOUR ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 TELECOM CORPORATION OF NEW ZEALAND LTD                                                      Agenda Number:  701355580
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q89499109
    Meeting Type:  Annual General Meeting
    Meeting Date:  04-Oct-2007
          Ticker:  TEL AU
            ISIN:  NZTELE0001S4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Authorize the Directors to fix the Auditors               Mgmt          For                            For
       remuneration

2.     Re-elect Mr. W. Boyd as a Director                        Mgmt          For                            For

3.     Re-elect Mr. M. Tyler as a Director                       Mgmt          For                            For

4.     Re-elect Mr. R. Spithill as a Director                    Mgmt          For                            For

5.     Re-elect Mr. M. Horn as a Director                        Mgmt          For                            For

6.     Amend the constitution of the Company by inserting        Mgmt          For                            For
       Clause below for the period until 01 JUL 2010:
       a Managing Director of the Company who is resident
       in New Zealand and not a New Zealand citizen
       shall not be counted for the purposes of the
       calculations in Clause 67

7.     Elect Mr. P. Reynolds as a Director                       Mgmt          For                            For

8.     Approve to issue Mr. P. Reynolds upto 7,50,000            Mgmt          For                            For
       ordinary shares during period to 03 OCT 2010
       under Performance Incentive Scheme

9.     Approve to issue Mr. P. Reynolds upto 17,50,000           Mgmt          For                            For
       rights under Performance Incentive Scheme




--------------------------------------------------------------------------------------------------------------------------
 TELSTRA CORP LTD                                                                            Agenda Number:  701371279
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8975N105
    Meeting Type:  Annual General Meeting
    Meeting Date:  07-Nov-2007
          Ticker:  TLS AU
            ISIN:  AU000000TLS2
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Chairman and CEO presentations                            Non-Voting

2.     Adopt the remuneration report for the FYE 30              Mgmt          Against                        Against
       JUN 2007

3.     Receive the Company's financial statements and            Non-Voting
       reports for the YE 30 JUN 2007

4.     Appoint Ernst & Young as the Auditor of the               Mgmt          For                            For
       Company

5.     Approve, in accordance with Rule 24.1 of the              Mgmt          For                            For
       Company's Constitution, to increase the maximum
       aggregate remuneration payable from the Company
       to Non-Executive Directors of the Company for
       their services as Directors including their
       service on a Committee of the Directors, by
       AUD 1,000,000 to a maximum sum of AUD 3,000,000
       per annum

6.     Acknowledge the retirement of Ms. Belinda Hutchinson,     Non-Voting
       who is not seeking re-election




--------------------------------------------------------------------------------------------------------------------------
 WESFARMERS LTD, PERTH WA                                                                    Agenda Number:  701379910
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q95870103
    Meeting Type:  Annual General Meeting
    Meeting Date:  15-Nov-2007
          Ticker:  WES AU
            ISIN:  AU000000WES1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial statements and the reports          Non-Voting
       of the Directors and of the Auditors for the
       YE 30 JUN 2007

2.A.1  Re-elect Mr. Colin Carter as a Director, who              Mgmt          For                            For
       retires by rotation in accordance with the
       Company's Constitution

2.A.2  Re-elect Mr. James Graham as a Director, who              Mgmt          For                            For
       retires by rotation in accordance with the
       Company's Constitution

2.A.3  Re-elect Mr. David White as a Director, who               Mgmt          For                            For
       retires by rotation in accordance with the
       Company's Constitution

2.A.4  Elect Mr. Anthony [Tony] Howarth as a Director,           Mgmt          For                            For
       who retires in accordance with the Company's
       Constitution and the ASX Listing Rules

2.B    Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2007

2.C    Approve to increase, with effect from 01 JAN              Mgmt          For                            For
       2008, the total amount that may be provided
       to the Non-Executive Directors by way of remuneration
       for their services as Directors of the Company
       by the amount of AUD 750,000 to AUD 3,000,000
       [inclusive of statutory entitlements] per FY

S.3A   Approve Coles Group Limited [ABN 11 004 089               Mgmt          For                            For
       936] and its wholly-owned subsidiaries financially
       assisting the acquisition of the shares in
       Coles Group Limited by Wesfarmers Retail Holdings
       Pty Ltd, by acceding as guarantors to a Guarantee
       Deed Poll granted by the Company and certain
       of its wholly-owned subsidiaries as guarantors

S.3B   Amend the Constitution, with effect from the              Mgmt          For                            For
       close of the meeting, to allow for direct voting
       by making the amendments as specified




--------------------------------------------------------------------------------------------------------------------------
 WESTFIELD GROUP, SYDNEY NSW                                                                 Agenda Number:  701556459
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q97062105
    Meeting Type:  Annual General Meeting
    Meeting Date:  23-May-2008
          Ticker:  WDC AU
            ISIN:  AU000000WDC7
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Approve to discuss the Company's financial statements     Non-Voting
       and reports for the YE 31 DEC 2007

2.     Approve the Company's remuneration report for             Mgmt          For                            For
       the YE 31 DEC 2007

3.     Re-elect Mr. Frank P. Lowy AC, as a Director              Mgmt          For                            For
       of the Company, who retires by rotation in
       accordance with the Company's Constitution

4.     Re-elect Mr. David H. Lowy AM, as a Director              Mgmt          For                            For
       of the Company, who retires by rotation in
       accordance with the Company's Constitution

5.     Re-elect Mr. David M. Gonski AC, as a Director            Mgmt          For                            For
       of the Company, who retires by rotation in
       accordance with the Company's Constitution

6.     Appoint Prof. Judith Sloan, as a Director, who            Mgmt          For                            For
       was appointed by the Directors during the year
       as a Director expires at the conclusion of
       the AGM of the Company

7.     Appoint Mr. John McFarlane, as a Director, who            Mgmt          For                            For
       was appointed by the Directors during the year
       as a Director expires at the conclusion of
       the AGM of the Company

8.     Approve, for the purposes of Listing Rule 10.17           Mgmt          For                            For
       and Article 10.9[a] of the Constitution of
       the Company, the maximum aggregate fees payable
       to Directors be increased by AUD 700,000 from
       AUD 1.8 million to AUD 2.5 million per annum




--------------------------------------------------------------------------------------------------------------------------
 WESTPAC BANKING CORP, SYDNEY NSW                                                            Agenda Number:  701405929
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q97417101
    Meeting Type:  Annual General Meeting
    Meeting Date:  13-Dec-2007
          Ticker:  WBC AU
            ISIN:  AU000000WBC1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the annual financial report, the Directors'       Non-Voting
       report and the Auditors' report of Westpac
       for the YE 30 SEP 2007

2.a    Re-elect Mr. Edward [Tad] Alfred Evans as a               Mgmt          For                            For
       Director of Westpac Banking Corporation, who
       retires in accordance with Articles 9.2 and
       9.3 of the Constitution

2.b    Re-elect Mr. Gordon McKellar Cairns as a Director         Mgmt          For                            For
       of Westpac Banking Corporation, who retires
       in accordance with Articles 9.2 and 9.3 of
       the Constitution

3.     Approve, for the purpose of ASX Listing Rule              Mgmt          For                            For
       10.14, to grant the restricted shares under
       the Chief Executive Officer Restricted Share
       Plan and grant of performance share rights
       and performance options under the Chief Executive
       Officer Performance Plan to the future Managing
       Director and the Chief Executive Officer, Mr.
       Gail Kelly, as specified

S.4    Amend the Westpac Constitution as specified               Mgmt          For                            For

5.     Adopt the annual remuneration report for the              Mgmt          For                            For
       YE 30 SEP 2007




--------------------------------------------------------------------------------------------------------------------------
 WOODSIDE PETE LTD                                                                           Agenda Number:  701495853
--------------------------------------------------------------------------------------------------------------------------
        Security:  980228100
    Meeting Type:  Annual General Meeting
    Meeting Date:  01-May-2008
          Ticker:  WPL AU
            ISIN:  AU000000WPL2
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive the financial report of the Company               Non-Voting
       and the reports of the Directors and Auditors
       for the YE 31 DEC 2007

2.a    Re-elect Dr. Andrew Jamieson as a Director                Mgmt          For                            For

2.b    Elect Mr. Tan Sri Dato' Megat Zaharuddin bin              Mgmt          For                            For
       Megat Mohd Nor [Din Megat] as a Director

3.     Adopt the remuneration report for the YE 31               Mgmt          For                            For
       DEC 2007

4.     Ratify the establishment and operation of the             Mgmt          For                            For
       following Employee Share Plans: a) Woodside
       Share Purchase Plan [introduced AUG 2007],
       as specified in the remuneration report for
       the YE 31 DEC 2007; b) Equity-based Retention
       Plan for the Senior Executives [introduced
       MAR 2007], as specified in the remuneration
       report for the YE 31 DEC 2007 and c) Woodside
       Employee Share Award Plan [introduced MAY 2007],
       as specified in point 4.1(c) of the explanatory
       Memorandum

S.5    Approve and adopt the Constitution tabled at              Mgmt          For                            For
       the AGM and signed by the Chairman of the Meeting
       for the purpose of identification as Constitution
       of the Company, in place of the current Constitution

6.     Approve, for the purpose of Listing Rule 10.1             Mgmt          For                            For
       and for all other purposes, the Proposed Transaction
       involving: a) the acquisition by Woodside Energy
       Ltd. [WEL] from Shell Development [Australia]
       Proprietary Ltd [SDA] of the NWS Oil Interests
       in consideration of the payment of USD 388.5
       million [as adjusted in accordance with the
       Sale and Purchase Agreement] and otherwise
       on the terms as specified; b) the acquisition
       by WEL from SDA of the future NWS Oil Interests
       in consideration of the payment of USD 10 million
       and otherwise on the terms as specified and
       c) the grant of rights by WEL to Shell Exploration
       Company B.V. [SEC] on the terms as specified




--------------------------------------------------------------------------------------------------------------------------
 WOOLWORTHS LTD, BAULKHAM HILLS NSW                                                          Agenda Number:  701387727
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q98418108
    Meeting Type:  Annual General Meeting
    Meeting Date:  16-Nov-2007
          Ticker:  WOW AU
            ISIN:  AU000000WOW2
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     Receive and consider the financial report of              Non-Voting
       the Company and the reports of the Directors
       and the Auditor for the FYE 24 JUN 2007

2.     Adopt the remuneration report [which forms part           Mgmt          For                            For
       of the Directors' report] for the FYE 24 JUN
       2007

3.a    Re-elect Ms. Diane Jennifer Grady as a Director,          Mgmt          For                            For
       who retires by rotation in accordance with
       Article 10.3 of the Company's Constitution

3.b    Elect Mr. Ian John Macfarlane as a Director,              Mgmt          For                            For
       in accordance with Article 10.7 of the Company's
       Constitution

3.c    Elect Ms. Alison Mary Watkins as a Director,              Mgmt          For                            For
       in accordance with Article 10.7 of the Company's
       Constitution

4.     Approve the Woolworths Long Term Incentive Plan           Mgmt          For                            For
       [Plan] as specified, for all purposes [including
       the issue of securities under the Plan for
       the purposes of Australian Securities Exchange
       Listing Rule 7.2, Exception 9]

5.     Approve, in accordance with Australian Securities         Mgmt          For                            For
       Exchange Listing Rule 10.17 and the Company's
       Constitution, to increase the aggregate maximum
       amount of remuneration of the Non-Executive
       Directors from AUD 1,250,000 per annum to AUD
       3,000,000 per annum

s.6    Approve that the Constitution of the Company              Mgmt          For                            For
       is repealed and a Constitution in the form
       tabled at the meeting is adopted as the Constitution
       of the Company, with effect from the close
       of this meeting








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/ Vincent Esposito
Name                 Vincent Esposito
Title                President
Date                 08/14/2008