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

 NAME OF REGISTRANT:                     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. Christian Pittard
                                         Aberdeen Asset Management
                                         Inc.
                                         1735 Market Street, 37th
                                         Floor
                                         Philadelphia, PA 19103

 REGISTRANT'S TELEPHONE NUMBER:          866-839-5205

 DATE OF FISCAL YEAR END:                10/31

 DATE OF REPORTING PERIOD:               07/01/2008 - 06/30/2009





                                                                                                  

Aberdeen Australia Equity Fund
--------------------------------------------------------------------------------------------------------------------------
 AGL ENERGY LTD                                                                              Agenda Number:  701705444
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q01630104
    Meeting Type:  AGM
    Meeting Date:  15-Oct-2008
          Ticker:
            ISIN:  AU000000AGK9
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial report of the Company               Mgmt          For                            For
       and the consolidated entity and the reports
       of the Directors and the Auditor for the FYE
       30 JUN 2008

2.     Adopt the remuneration report for the FYE 30              Mgmt          For                            For
       JUN 2008 as specified

3.A    Re-elect Mr. J.C.R. Maycock as a Director of              Mgmt          For                            For
       the Company, who retires by rotation at the
       close of the meeting in accordance with clause
       58 of the Company's Constitution

3.B    Re-elect Ms. S.V. McPhee as a Director of the             Mgmt          For                            For
       Company, who retires by rotation at the close
       of the meeting in accordance with clause 58
       of the Company's Constitution

S.4    Amend the constitution of AGL Energy Limited,             Mgmt          For                            For
       with effect from the day after the close of
       the meeting, as specified

5.     Approve to increase, with effect from 01 JAN              Mgmt          For                            For
       2009, the aggregate maximum sum available for
       the remuneration of the Non-Executive Directors
       by AUD 250,000 per year to AUD 1,750,000 per
       year

6.     Approve, in accordance with the ASX Listing               Mgmt          For                            For
       Rule 10.14, to grant the share performance
       rights under the LTIP to Mr. Michael Fraser,
       the Managing Director and the Chief Executive
       Officer of the Company, in respect of the FYE
       30 JUN 2009, 30 JUN 2010, 30 JUN 2011, on the
       terms as specified




--------------------------------------------------------------------------------------------------------------------------
 ASX LIMITED                                                                                 Agenda Number:  701687874
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q0604U105
    Meeting Type:  AGM
    Meeting Date:  24-Sep-2008
          Ticker:
            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 2008

2.     Receive the financial report and the Auditor's            Non-Voting    No vote
       report for the National Guarantee Fund for
       the YE 30 JUN 2008

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2008

       PLEASE NOTE THAT ALTHOUGH THERE ARE 3 CANDIDATES          Non-Voting    No vote
       TO BE ELECTED AS DIRECTORS, THERE ARE ONLY
       2 VACANCIES AVAILABLE TO BE FILLED AT THE MEETING.
       THE STANDING INSTRUCTIONS FOR THIS MEETING
       WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
       REQUIRED TO VOTE FOR ONLY 2 OF THE 3 DIRECTORS.
       THANK YOU.

4.a    Elect Mr. Stephen Mayne as a Director of ASX              Shr           No vote

4.b    Re-elect Mr. Russell Aboud as a Director of               Mgmt          For                            For
       ASX, who retires by rotation

4.c    Re-elect Mr. Trevor Rowe as a Director of ASX,            Mgmt          For                            For
       who retires by rotation

5.     Appoint PricewaterhouseCoopers as the Auditor             Mgmt          For                            For
       of ASX to take effect from time at which the
       resignation of KPMG as the Auditor takes effect




--------------------------------------------------------------------------------------------------------------------------
 AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC                                    Agenda Number:  701770819
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q09504137
    Meeting Type:  AGM
    Meeting Date:  18-Dec-2008
          Ticker:
            ISIN:  AU000000ANZ3
--------------------------------------------------------------------------------------------------------------------------

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

       PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING          Non-Voting    No vote
       ID 519240 DUE TO CHANGE IN VOTING STATUS. ALL
       VOTES RECEIVED ON THE PREVIOUS MEETING WILL
       BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
       ON THIS MEETING NOTICE. THANK YOU.

1.     Receive the annual report, financial report               Non-Voting    No vote
       and the reports of the Directors and the Auditor
       for the YE 30 SEP 2008

2.     Approve, purposes of ASX Listing Rules 7.1 and            Mgmt          For                            For
       7.4, the issue or intended issue of the securities
       by the Company, as specified

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       SEP 2008

4.     Grant 700,000 options to Mr. Michael Smith,               Mgmt          For                            For
       the Managing Director and the Chief Executive
       Officer of the Company, on the terms as specified

5.     Approve to increase the maximum annual aggregate          Mgmt          For                            For
       amount of the remuneration [within the meaning
       of the Company's Constitution] that Non-Executive
       Directors are entitled to be paid for their
       services as Directors out of the funds of the
       Company under rule 10.2(a) of the Constitution
       by AUD 500,000 and fixed at AUD 3,500,000

       PLEASE NOTE THAT ALTHOUGH THERE ARE 04 CANDIDATES         Non-Voting    No vote
       TO BE ELECTED AS DIRECTORS, THERE ARE ONLY
       03 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 03 OF THE
       04 DIRECTORS. THANK YOU.

6.a    Elect Mr. R.J. Reeves as a Director                       Shr           No vote

6.b    Elect Mr. P.A.F. Hay as a Director, who retires           Mgmt          For                            For
       in accordance with the Company's Constitution

6.c    Re-elect Mr. C.B. Goode as a Director, who retires        Mgmt          For                            For
       in accordance with the Company's Constitution

6.d    Elect Ms. A.M. Watkins as a Director, who retires         Mgmt          For                            For
       in accordance with the Company's Constitution

       Please note in reference to the ANZ Notice of             Non-Voting    No vote
       Meeting (Resolution number 2 - Approval of
       Securities Issue), any vote election on Item
       2, is confirmation that the beneficial shareholder
       has not or will not participate in the relevant
       issue of equity, to gain waiver from ASX Listing
       Rule 14.11.1




--------------------------------------------------------------------------------------------------------------------------
 AXA ASIA PACIFIC HOLDINGS LTD                                                               Agenda Number:  701879263
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q12354108
    Meeting Type:  AGM
    Meeting Date:  06-May-2009
          Ticker:
            ISIN:  AU000000AXA5
--------------------------------------------------------------------------------------------------------------------------

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

1.     To consider the financial report, Director's              Non-Voting    No vote
       report and the Auditor's report for the YE
       31 DEC 2008

2.A    Re-elect Mr. Paul Cooper as a Director, who               Mgmt          For                            For
       retires by rotation in accordance with AXA
       APH's Constitution

2.B    Re-elect Mr. Patrica Akopiantz as a Director,             Mgmt          For                            For
       who retires by rotation in accordance with
       AXA APH's Constitution

2.C    Elect Mr. Anthony Froggatt as a Director, who             Mgmt          For                            For
       retires by rotation in accordance with AXA
       APH's Constitution

2.D    Elect Mr. Peter Sullivan as a Director, who               Mgmt          For                            For
       retires by rotation in accordance with AXA
       APH's Constitution

3.     Adopt the remuneration report for the YE 31               Mgmt          For                            For
       DEC 2008

       PLEASE NOTE THAT AXA APH WILL DISGARD ANY VOTE            Non-Voting    No vote
       CAST ON THIS RESOLUTION BY MR. ANDREW PENN
       OR ANY OF HIS ASSOCIATES. THANK YOU.

4.     Approve the grant to Mr. Andrew Penn [Group               Mgmt          For                            For
       Chief Executive] of up to 1,350,000 allocation
       rights such participation to be in accordance
       with the terms of the AXA APH Executive Performance
       Plan [Executive Performance Plan]

       PLEASE NOTE THAT AXA APH WILL DISGARD ANY VOTE            Non-Voting    No vote
       CAST ON THIS RESOLUTION BY ANY OF THE DIRECTORS
       AND THEIR ASSOCIATES. THANK YOU.

5.     Approve, for the purposes of Article 12.13 of             Mgmt          For                            For
       the Constitution of AXA APH and Listing Rule
       10.17, the maximum aggregate amount that may
       be paid to Non-Executive Directors as remuneration
       for their services in any FY to increase by
       USD 600,000 to 2,200,000

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting    No vote
       OF ADDITIONAL COMMENT. 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.

       PLEASE NOTE THAT ANY INDIVIDUAL OR RELATED PARTY          Non-Voting    No vote
       TO ANY SPECIFIC VOTE EXCLUSION WHICH HAS OBTAINED
       BENEFIT OR DOES EXPECT TO OBTAIN FUTURE BENEFIT
       SHOULD NOT VOTE [OR VOTE 'ABSTAIN'] FOR THE
       RELEVANT PROPOSAL ITEMS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 BENDIGO AND ADELAIDE BANK LTD, BENDIGO VIC                                                  Agenda Number:  701714900
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1456C110
    Meeting Type:  AGM
    Meeting Date:  27-Oct-2008
          Ticker:
            ISIN:  AU000000BEN6
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the Company's financial           Non-Voting    No vote
       report, Directors' report and report by the
       Auditor for the YE 30 JUN 2008

2.     Re-elect Mr. Kevin Osborn as a Director of the            Mgmt          For                            For
       Company, who retires from office under Rule
       56 of the Company's Constitution

3.     Re-elect Mr. Kevin Abrahamson as a Director               Mgmt          For                            For
       of the Company, who retires from office under
       Rule 56 of the Company's Constitution

4.     Re-elect Mr. Jamie McPhee as a Director of the            Mgmt          For                            For
       Company, who retires from office under Rule
       56 of the Company's Constitution

5.     Adopt the remuneration report for the Company             Mgmt          For                            For
       as set out in the annual report for the YE
       30 JUN 2008

6.     Approve, for all purposes, including ASX Listing          Mgmt          For                            For
       Rule 7.2 Exception 9, the issue of ordinary
       shares under the Employee Share Grant Scheme,
       the terms and conditions as specified

7.     Approve, for all purposes, including ASX Listing          Mgmt          For                            For
       Rule 7.2 Exception 9, the issue of ordinary
       shares under the Employee Salary Sacrifice
       and Deferred Share Plan, the terms and conditions
       as specified

8.     Approve, for all purposes, including ASX listing          Mgmt          For                            For
       Rule 7.2 Exception 9 and ASX Listing Rule 10.14,
       the Non-Executive Director Fee Sacrifice Plan
       as specified, and the issue of securities of
       the Company to Non-Executive Directors under
       the Non-Executive Director Fee Sacrifice Plan

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

S.10   Approve to renew the current Rule 104, of Partial         Mgmt          For                            For
       Takeover Bids, forming part of the Company's
       Constitution, for a period of 3 years




--------------------------------------------------------------------------------------------------------------------------
 BHP BILLITON LTD                                                                            Agenda Number:  701766769
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1498M100
    Meeting Type:  AGM
    Meeting Date:  27-Nov-2008
          Ticker:
            ISIN:  AU000000BHP4
--------------------------------------------------------------------------------------------------------------------------

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

       PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING          Non-Voting    No vote
       ID 508523 DUE TO CHANGE IN VOTING STATUS. ALL
       VOTES RECEIVED ON THE PREVIOUS MEETING WILL
       BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
       ON THIS MEETING NOTICE. THANK YOU.

1.     Receive the financial statements for BHP Billiton         Mgmt          For                            For
       Plc for the YE 30 JUN 2008, together with the
       Directors' report and the Auditor's report
       as specified in the annual report

2.     Receive the financial statements for BHP Billiton         Mgmt          For                            For
       Limited for the YE 30 JUN 2008, together with
       the Directors' Report and the Auditor's Report
       as specified in the annual report

3.     Re-elect Mr. Paul M. Anderson as a Director               Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

4.     Re-elect Mr. Paul M. Anderson as a Director               Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

5.     Re-elect Mr. Don R. Argus as a Director of BHP            Mgmt          For                            For
       Billiton Plc, in accordance with the Board's
       policy

6.     Re-elect Mr. Don R. Argus as a Director of BHP            Mgmt          For                            For
       Billiton Limited, in accordance with the Board's
       policy

7.     Re-elect Dr. John G. S. Buchanan as a Director            Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

8.     Re-elect Dr. John G. S. Buchanan as a Director            Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

9.     Re-elect Mr. David A. Crawford as a Director              Mgmt          For                            For
       of BHP Billiton Plc, in accordance with the
       Board's policy

10.    Re-elect Mr. David A. Crawford as a Director              Mgmt          For                            For
       of BHP Billiton Limited, in accordance with
       the Board's policy

11.    Re-elect Mr. Jacques Nasser as a Director of              Mgmt          For                            For
       BHP Billiton Plc, who retires by rotation

12.    Re-elect Mr. Jacques Nasser as a Director of              Mgmt          For                            For
       BHP Billiton Limited, who retires by rotation

13.    Re-elect Dr. John M. Schubert as a Director               Mgmt          For                            For
       of BHP Billiton Plc, who retires by rotation

14.    Re-elect Dr. John M. Schubert as a Director               Mgmt          For                            For
       of BHP Billiton Limited, who retires by rotation

15.    Elect Mr. Alan L. Boeckmann as a Director of              Mgmt          For                            For
       BHP Billiton Plc

16.    Elect Mr. Alan L. Boeckmann as a Director of              Mgmt          For                            For
       BHP Billiton Limited

17.    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER         Shr           Against                        For
       PROPOSAL: Elect Mr. Stephen Mayne as a Director
       of BHP Billiton Plc

18.    PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER         Shr           Against                        For
       PROPOSAL: Elect Mr. Stephen Mayne as a Director
       of BHP Billiton Limited

19.    Elect Dr. David R. Morgan as a Director of BHP            Mgmt          For                            For
       Billiton Plc

20.    Elect Dr. David R. Morgan as a Director of BHP            Mgmt          For                            For
       Billiton Limited

21.    Elect Mr. Keith C. Rumble as a Director of BHP            Mgmt          For                            For
       Billiton Plc

22.    Elect Mr. Keith C. Rumble as a Director of BHP            Mgmt          For                            For
       Billiton Limited

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

24.    Approve to renew the authority and to allot               Mgmt          For                            For
       relevant securities [Section 80 of the United
       Kingdom Companies Act 1985] conferred by the
       Directors by Article 9 of BHP Billiton Plc's
       Articles of Association for the period ending
       on the later of the AGM of BHP Billiton Plc
       and the AGM of BHP Billiton Limited in 2009
       [provided that this authority shall allow BHP
       Billiton Plc before the expiry of this authority
       to make offers or agreements which would or
       might require relevant securities to be allotted
       after such expiry and, notwithstanding such
       expiry, the Directors may allot relevant securities
       in pursuance of such offers or agreements],
       and for such period the Section 80 amount [under
       the United Kingdom Companies Act 1985] shall
       be USD 277,983,328

S.25   Approve to renew the authority and to allot               Mgmt          For                            For
       equity securities [Section 94 of the United
       Kingdom Companies Act 1985] for cash conferred
       by the Directors by Article 9 of BHP Billiton
       Plc's Articles of Association for the period
       ending on the later of the AGM of BHP Billiton
       Plc and the AGM of BHP Billiton Limited in
       2009 [provided that this authority shall allow
       BHP Billiton Plc before the expiry of this
       authority to make offers or agreements which
       would or might require equity securities to
       be allotted after such expiry and, notwithstanding
       such expiry, the Directors may allot equity
       securities in pursuance of such offers or agreements],
       and for such period the Section 95 amount [under
       the United Kingdom Companies Act 1985] shall
       be USD 55,778,030

S.26   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 authorized
       to be purchased will be 223,112,120, 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% 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 the earlier
       of 22 APR 2010 and the later of the AGM of
       BHP Billiton Plc and the AGM of BHP Billiton
       Limited in 2009 [provided that BHP Billiton
       Plc may enter into a contract or contracts
       for the purchase of shares before the expiry
       of this authority which would or might be completed
       wholly or partly after such expiry and may
       make a purchase of shares in pursuance of any
       such contract or contracts]

S27.1  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 30 APR 2009

S27.2  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 29 MAY 2009

S27.3  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 15 JUN 2009

S27.4  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 JUL 2009

S27.5  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 SEP 2009

S27.6  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 30 NOV 2009

28.    Approve the remuneration report for the YE 30             Mgmt          For                            For
       JUN 2008

29.    Approve, for all purposes, the BHP Billiton               Mgmt          For                            For
       Plc Group Incentive Scheme, as amended; and
       the BHP Billiton Limited Group Incentive Scheme,
       as amended

30.    Approve to grant Deferred Shares and Options              Mgmt          For                            For
       under the BHP Billiton Limited Group Incentive
       Scheme and Performance Shares under the BHP
       Billiton Limited Long Term Incentive Plan to
       the Executive Director, Mr. M. J. Kloppers
       as specified

31.    Approve, for all purposes, including for the              Mgmt          For                            For
       purposes of Article 76 of the Articles of Association
       of BHP Billiton Plc, that the maximum aggregate
       remuneration which may be paid by BHP Billiton
       Plc to all the Non-Executive Directors in any
       year together with the remuneration paid to
       those Non-Executive Directors by BHP Billiton
       Limited be increased from USD 3,000,000 to
       USD 3,800,000

32.    Approve, for all purposes, including for the              Mgmt          For                            For
       purposes of Rule 76 of the Constitution of
       BHP Billiton Limited and ASX Listing Rule 10.17,
       that the maximum aggregate remuneration which
       may be paid by BHP Billiton Limited to all
       the Non-Executive Directors in any year together
       with the remuneration paid to those Non-Executive
       Directors by BHP Billiton Plc be increased
       from USD 3,000,000 to USD 3,800,000

S.33   Amend the Articles of Association of BHP Billiton         Mgmt          For                            For
       Plc, with effect from the close of this meeting,
       in the manner outlined in the Appendix to this
       Notice of Meeting and as set out in the amended
       Articles of Association tabled by the Chair
       of the meeting and signed for the purposes
       of identification

S.34   Amend the Constitution of BHP Billiton Limited,           Mgmt          For                            For
       with effect from the close of this meeting,
       in the manner outlined in the Appendix to this
       Notice of Meeting and as set out in the Constitution
       tabled by the Chair of the meeting and signed
       for the purposes of identification




--------------------------------------------------------------------------------------------------------------------------
 BILLABONG INTERNATIONAL LTD                                                                 Agenda Number:  701716221
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q1502G107
    Meeting Type:  AGM
    Meeting Date:  28-Oct-2008
          Ticker:
            ISIN:  AU000000BBG6
--------------------------------------------------------------------------------------------------------------------------

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

       Receive the financial report, including the               Non-Voting    No vote
       Directors' declaration for the YE 30 JUN 2008
       and the related Directors' report and the audit
       report

1.     Re-elect Mrs. Margaret Jackson, who retires               Mgmt          For                            For
       by rotation in accordance with the Article
       6.3[b] of the Company's Constitution

2.     Re-elect Mr. Anthony Froggatt as a Non-Executive          Mgmt          For                            For
       Director, who retires in accordance with Article
       6.3[i] of the Company's Constitution

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2008

4.     Approve and adopt the Executive Performance               Mgmt          For                            For
       and Retention plan, the terms and conditions
       as specified, and the issue of equity securities
       under the Executive Performance and Retention
       Plan for all purposes, including ASX Listing
       Rule 7.2, Exception 9

5.     Approve the grant of up to 629,007 options to             Mgmt          For                            For
       Mr. Derek O'Neill pursuant to the Billabong
       International Limited Executive Performance
       and Retention Plan and the issue of shares
       on the exercise of those options for the purposes
       of ASX Listing Rule 10.14

6.     Approve the grant of up to 524,170 options to             Mgmt          For                            For
       Mr. Paul Naude pursuant to the Billabong International
       Limited Executive Performance and Retention
       Plan and the issue of shares on the exercise
       of those options for the purposes of ASX Listing
       Rule 10.14

7.     Approve, for the purposes of ASX Listing Rule             Mgmt          For                            For
       10.14 to award up to 71,704 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 2009

8.     Approve, for the purposes of ASX Listing Rule             Mgmt          For                            For
       10.14 to award up to 62,020 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 2009




--------------------------------------------------------------------------------------------------------------------------
 BRADKEN LTD                                                                                 Agenda Number:  701715825
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q17369101
    Meeting Type:  AGM
    Meeting Date:  30-Oct-2008
          Ticker:
            ISIN:  AU000000BKN3
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial reports of the Company              Non-Voting    No vote
       and the consolidated entity and the report
       of Directors and the Auditor thereon for the
       FYE 30 JUN 2008

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       for the FYE 30 JUN 2008

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

3.b    Re-elect Mr. Gregory Laurie 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 Corporation           Mgmt          For                            For
       Act 2001 [Cth] and the Listing Rules of ASX
       Limited; a) the participation in the Performance
       Right Plan by Mr. Brian Hodges, Managing Director
       as to 63,627 performance right; and b) the
       acquisition accordingly by Mr. Hodges of those
       performance right 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 and on the basis as specified

5.     Approve, for all purposes under the ASX Listing           Mgmt          For                            For
       Rule, including Listing Rule 7.4, the issue
       by the Company on or about 06 AUG 2008, of
       13,664,569 fully paid ordinary shares at AUD
       8.05 each under an institutional placement
       to part fund the acquisition of the AmeriCast
       Technologies, Inc. group

6.     Approve, for all purposes under the ASX Listing           Mgmt          For                            For
       Rules, including Listing Rule 7.4, the issue
       by the Company on or about 21 AUG 2008 of 149,222
       fully paid ordinary shares at an issue price
       of AUD 8.05 per share to 7 senior Managers
       in the AmeriCast Technologies, Inc. group

7.     Approve, for the purposes of ASX Listing Rules            Mgmt          For                            For
       7.1 and 10.11 and for all other purposes, the
       issue of 50,000 fully paid of AUD 8.05 per
       share to Mr. Phillip Arnall for cash, which
       shares are to rank equally in all respects
       with the existing issued ordinary shares of
       the Company




--------------------------------------------------------------------------------------------------------------------------
 COMMONWEALTH BANK OF AUSTRALIA, SYDNEY NSW                                                  Agenda Number:  701725890
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q26915100
    Meeting Type:  AGM
    Meeting Date:  13-Nov-2008
          Ticker:
            ISIN:  AU000000CBA7
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial report, the Directors'              Non-Voting    No vote
       report and the Auditor's report for the YE
       30 JUN 2008

2.A    Re-elect Mr. John M. Schubert as a Director               Mgmt          For                            For
       in accordance with Articles 11.1 and 11.2 of
       the Constitution of Commonwealth Bank of Australia

2.B    Re-elect Mr. Colin R. Galbraith as a Director             Mgmt          For                            For
       in accordance with Articles 11.1 and 11.2 of
       the Constitution of Commonwealth Bank of Australia

2.C    Re-elect Mrs. Jane S. Hemstritch as a Director            Mgmt          For                            For
       in accordance with Articles 11.1 and 11.2 of
       the Constitution of Commonwealth Bank of Australia

2.D    Re-elect Mr. Andrew M. Mohl as a Director in              Mgmt          For                            For
       accordance with Articles 11.4[b] and 11.2 of
       the Constitution of Commonwealth Bank of Australia

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2008

4.     Approve, in accordance with ASX Listing Rules             Mgmt          For                            For
       10.14 and 10.15 for the participation of Mr.
       R.J. Norris in the Group Leadership Share Plan
       of Commonwealth Bank of Australia [GLSP], and
       for the grant of rights to shares to Mr. R.J.
       Norris within 1 year of this AGM pursuant to
       the GLSP as specified

5.     Approve to increase the maximum aggregate sum             Mgmt          For                            For
       payable for fees to Non-Executive Directors
       to AUD 4,000,000 in any FY, to be divided among
       the Directors in such proportions and manner
       as they agree

S.6    Approve to modify the Constitution of Commonwealth        Mgmt          For                            For
       Bank of Australia as specified




--------------------------------------------------------------------------------------------------------------------------
 COMPUTERSHARE LTD                                                                           Agenda Number:  701716156
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q2721E105
    Meeting Type:  AGM
    Meeting Date:  11-Nov-2008
          Ticker:
            ISIN:  AU000000CPU5
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial report, the Directors'              Non-Voting    No vote
       report and the Auditor's report for the YE
       30 JUN 2008

2.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       JUN 2008

3.     Re-elect Mr. A. N. Wales as a Director, who               Mgmt          For                            For
       retires from the office under Clause 66 of
       the Company's Constitution

4.     Re-elect Mr. S. D. Jones as a Director, who               Mgmt          For                            For
       retires from the office under Clause 66 of
       the Company's Constitution

5.     Elect Mrs. N. P. Withnall as a Director, who              Mgmt          For                            For
       retires from the office under Clause 65 of
       the Company's Constitution




--------------------------------------------------------------------------------------------------------------------------
 FAIRFAX MEDIA LTD, SYDNEY                                                                   Agenda Number:  701730358
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q37116102
    Meeting Type:  AGM
    Meeting Date:  13-Nov-2008
          Ticker:
            ISIN:  AU000000FXJ5
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the accounts of the Company and its               Non-Voting    No vote
       controlled entities, the Directors' report,
       the Auditor's report and the statement by Directors
       for the FYE 29 JUN 2008

2.     Re-elect Mr. Peter Young as a Director of the             Mgmt          For                            For
       Company, a Non-Executive Director retiring
       in accordance with the Constitution

3.     Approve the Company's remuneration report for             Mgmt          For                            For
       the FYE 29 JUN 2008




--------------------------------------------------------------------------------------------------------------------------
 GOODMAN FIELDER LTD                                                                         Agenda Number:  701734546
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4223N112
    Meeting Type:  AGM
    Meeting Date:  20-Nov-2008
          Ticker:
            ISIN:  AU000000GFF8
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the financial report              Non-Voting    No vote
       and the reports of the Directors and the Auditor
       for the FYE 30 JUN 2008

2.     Elect Mr. Ian Johnston as a Director of the               Mgmt          For                            For
       Company

3.     Re-elect Mr. Max Ould as a Director of the Company,       Mgmt          For                            For
       who retires by rotation

4.     Re-elect Mr. Hugh Perret 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 2008

S.6    Amend the Constitution of the Company as specified        Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 INCITEC PIVOT LTD                                                                           Agenda Number:  701676871
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4887E101
    Meeting Type:  EGM
    Meeting Date:  05-Sep-2008
          Ticker:
            ISIN:  AU000000IPL1
--------------------------------------------------------------------------------------------------------------------------

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

S.1    Approve the giving by each Acquired Subsidiary            Mgmt          For                            For
       of Financial Assistance by: a) executing an
       accession letter under which it will: i) assume
       all the rights and obligations of a guarantor
       under the Bridge Facility Agreement, including
       but not limited to: the provision of a guarantee
       and indemnity; the making of representations
       and warranties; and the provision of undertakings
       and assumption of any other rights and obligations
       in support of any of the obligors' obligations
       under the Bridge Facility Agreement and associated
       documents [Transaction Documents]; and ii)
       be taken to be a guarantor under the Transaction
       Documents, in respect of financial accommodation
       provided to the borrowers in relation to the
       acquisition by Incitec Pivot US Holdings Pty
       Limited of all of the issued share capital
       in Dyno Nobel Limited under the Scheme Implementation
       Agreement between the Company and Dyno Nobel
       Limited dated 11 MAR 2008 [as amended on 02
       APR 2008] and other purposes; and b) executing
       any documents [including without limitation,
       any separate guarantee and indemnity deed poll
       or equivalent document ] in connection with:
       i) any financing, refinancing, replacement,
       renewal of variation [including any subsequent
       refinancing, replacement, renewal or variation]
       of all or any part of the facilities referred
       to in the Bridge Facility Agreement; or ii)
       any working capital or similar facility [whether
       or not in connection with the Bridge Facility
       Agreement]; or iii) any sale and leaseback
       or economically equivalent or similar arrangement;
       or iv) any accession to the guarantees to be
       provided by the Company in respect of the Sale
       and Leaseback, which each Acquired Subsidiary
       propose to enter into or enters as a guarantor
       or obligor or otherwise [and whether with the
       same or any other financiers], in accordance
       with Section 260B(2) of the Corporations Act
       2001 [Cwlth]

2.     Approve, in accordance with Section 254H of               Mgmt          For                            For
       the Corporations Act 2001 [Cwlth], the conversion
       of all the Company's fully paid ordinary shares
       in the issued capital of the Company into a
       larger number on the basis that every 1 fully
       paid ordinary share be divided into 20 fully
       paid ordinary shares with effect from 7.00
       pm on 23 SEP 2008




--------------------------------------------------------------------------------------------------------------------------
 INCITEC PIVOT LTD                                                                           Agenda Number:  701771102
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4887E101
    Meeting Type:  AGM
    Meeting Date:  19-Dec-2008
          Ticker:
            ISIN:  AU000000IPL1
--------------------------------------------------------------------------------------------------------------------------

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

       To table for discussion the financial report              Non-Voting    No vote
       of the Company, the Directors' report and the
       Auditor's report for the YE 30 SEP 2008

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

2.     Approve to increase, in accordance with Rule              Mgmt          For                            For
       6.5[a] of the Company's Constitution, 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 600,000 to a maximum of AUD 2 million
       per annum

3.     Approve to grant of 597,190 performance rights            Mgmt          For                            For
       under the Incitec pivot performance Rights
       Plan to the Managing Director & Chief Executive
       Officer, Mr. Julian Segal as specified

4.     Approve to grant 222,482 Performance rights               Mgmt          For                            For
       under the Incitec Pivot performance Rights
       Plan to the Finance Director & Chief Financial
       Officer, Mr. James Fazzino as specified

5.     Adopt the remuneration report for the Company             Mgmt          For                            For
       [including the Directors' report] for the YE
       30 SEP 2008

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting    No vote
       OF AMOUNT IN RESOLUTIONS 3 AND 4. 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.




--------------------------------------------------------------------------------------------------------------------------
 INCITEC PIVOT LTD                                                                           Agenda Number:  701773815
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q4887E135
    Meeting Type:  AGM
    Meeting Date:  19-Dec-2008
          Ticker:
            ISIN:  AU0000IPLXX3
--------------------------------------------------------------------------------------------------------------------------

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

       To table for discussion the financial report              Non-Voting    No vote
       of the Company, the Director's report and the
       Auditor's report for the YE 30 SEP 2008

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

2.     Approve to increase, in accordance with Rule              Mgmt          For                            For
       6.5[a] of the Company's Constitution, 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 600,000 to a maximum of AUD 2 million
       per annum

3.     Approve to grant of 597,190 the performance               Mgmt          For                            For
       rights to Mr. Julian Segal, the Managing Director
       & Chief Executive Officer, under the Incitec
       pivot performance Rights Plan, as specified

4.     Approve to grant of 222,482 the performance               Mgmt          For                            For
       rights to Mr. James Fazzino, the finance Director
       & Chief Financial Officer, under the Incitec
       pivot performance Rights Plan, as specified

5.     Adopt the remuneration report for the Company             Mgmt          For                            For
       [included in the Director's report] for the
       YE 30 SEP 2008




--------------------------------------------------------------------------------------------------------------------------
 LEIGHTON HOLDINGS LTD                                                                       Agenda Number:  701726676
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q55190104
    Meeting Type:  AGM
    Meeting Date:  06-Nov-2008
          Ticker:
            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 2008

2.     Adopt the remuneration report for the YE 30               Mgmt          Against                        Against
       JUN 2008

3.1    Re-elect Mr. D.S. Adamsas as a Director, who              Mgmt          For                            For
       retires by rotation in accordance with Clause
       18 of the Company's Constitution

3.2    Elect Dr. B. Lohr as a Director, in accordance            Mgmt          For                            For
       with Clause 17.2 of the Company's Constitution,
       to holds office until the conclusion of this
       meeting




--------------------------------------------------------------------------------------------------------------------------
 LION NATHAN LTD                                                                             Agenda Number:  701802565
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q5585K109
    Meeting Type:  AGM
    Meeting Date:  26-Feb-2009
          Ticker:
            ISIN:  AU000000LNN6
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the financial report,             Non-Voting    No vote
       the Directors' report and the Auditor's report
       [for the Company and its controlled entities]
       for the FYE 30 SEP 2008

2.     Adopt the remuneration report [for the Company            Mgmt          For                            For
       and its controlled entities] for the FYE 30
       SEP 2008

3.A    Re-elect Mr. Andrew Maxwell Reeves as an Executive        Mgmt          For                            For
       Director of the Company, who retires by rotation
       in accordance with Article 10.3 of the Constitution

3.B    Re-elect Mr. Gavin Ronald Walker 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    Re-elect Ms. Barbara Kay Ward as a Non-Executive          Mgmt          Against                        Against
       Director of the Company, who retires by rotation
       in accordance with Article 10.3 of the Constitution




--------------------------------------------------------------------------------------------------------------------------
 METCASH LTD                                                                                 Agenda Number:  701672861
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q6014C106
    Meeting Type:  AGM
    Meeting Date:  04-Sep-2008
          Ticker:
            ISIN:  AU000000MTS0
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial report of the Company               Non-Voting    No vote
       and the reports of the Directors and the Auditors
       for the YE 30 APR 2008

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

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

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

2.D    Re-elect Mr. Neil D. Hamilton as a Director               Mgmt          For                            For
       of the Company 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 2008




--------------------------------------------------------------------------------------------------------------------------
 ORICA LTD                                                                                   Agenda Number:  701776873
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q7160T109
    Meeting Type:  AGM
    Meeting Date:  30-Jan-2009
          Ticker:
            ISIN:  AU000000ORI1
--------------------------------------------------------------------------------------------------------------------------

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 the YE 30 SEP 2008

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

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

3.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       SEP 2008




--------------------------------------------------------------------------------------------------------------------------
 QBE INSURANCE GROUP LTD                                                                     Agenda Number:  701835576
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q78063114
    Meeting Type:  AGM
    Meeting Date:  08-Apr-2009
          Ticker:
            ISIN:  AU000000QBE9
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial reports and the reports             Non-Voting    No vote
       of the Directors and the Auditors of the Company
       for the YE 31 DEC 2008

2.     Adopt the remuneration report of the Company              Mgmt          For                            For
       for the FYE 31 DEC 2008

3.     Ratify the Company, for the purposes of ASX               Mgmt          For                            For
       Listing Rule 7.4 and for all other purposes,
       the Company ratify the allotment and issue
       of 97,560,976 shares [at an issue price of
       AUD 20.50 per share] on 04 DEC 2008 to institutional
       investors

S.4    Approve to renews proportional takeover approval          Mgmt          For                            For
       provisions in the form as specefied in Clauses
       117 to 119 of the Company's constitution, for
       the purposes of Section 648G of the Corporations
       Act

5.A    Re-elect Mr. E.J. Cloney as a Director of the             Mgmt          For                            For
       Company, who retires by rotation in accordance
       with Clause 76 of the Company's constitution

5.B    Re-elect Ms. I.F. Hudson as a Director of the             Mgmt          For                            For
       Company, who retires by rotation in accordance
       with Clause 76 of the Company's constitution

5.C    Re-elect Ms. B.J. Hutchinson as a Director of             Mgmt          For                            For
       the Company, who retires by rotation in accordance
       with Clause 76 of the Company's constitution

5.D    Re-elect Ms. I.Y.L. Lee as a Director of the              Mgmt          For                            For
       Company, who retires by rotation in accordance
       with Clause 76 of the Company's constitution




--------------------------------------------------------------------------------------------------------------------------
 RAMSAY HEALTH CARE LTD RHC                                                                  Agenda Number:  701734851
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q7982Y104
    Meeting Type:  AGM
    Meeting Date:  25-Nov-2008
          Ticker:
            ISIN:  AU000000RHC8
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive and consider the financial report of              Non-Voting    No vote
       the Company and its controlled entities and
       the reports of the Directors and the Auditors
       for the FYE 30 JUN 2008

2.     Adopt the remuneration report, which forms part           Mgmt          Against                        Against
       of the Directors' report for the YE 30 JUN
       2008

3.1    Re-elect Mr. Roderick Hamilton McGeoch as a               Mgmt          For                            For
       Non-Executive Director of the Company, who
       retires in accordance with Clause 44 of the
       Constitution

3.2    Re-elect Mr. Kerry Chisholm Dart Roxburgh as              Mgmt          For                            For
       a Non-Executive Director of the Company, who
       retires in accordance with Clause 44 of the
       Constitution

3.3    Elect Mr. Ian Patrick Stewart Grier as a Non-Executive    Mgmt          For                            For
       Director of the Company, who retires in accordance
       with Clause 43.2 of the Constitution

3.4    Elect Mr. Christopher Paul Rex as an Executive            Mgmt          For                            For
       Director of the Company, who retires in accordance
       with Clause 43.2 of the Constitution




--------------------------------------------------------------------------------------------------------------------------
 RIO TINTO LTD                                                                               Agenda Number:  701850201
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q81437107
    Meeting Type:  AGM
    Meeting Date:  20-Apr-2009
          Ticker:
            ISIN:  AU000000RIO1
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the Company's financial reports and               Mgmt          For                            For
       the reports of the Directors and Auditors for
       the YE 31 DEC 2008

2.     Approve the remuneration report for the YE 31             Mgmt          For                            For
       DEC 2008 as specified

3.     Elect Mr. Jan Du Plessis as a Director                    Mgmt          For                            For

4.     Re-elect Sir David Clementi as a Director                 Mgmt          For                            For

5.     Re-elect Sir Rod Eddington as a Director                  Mgmt          Against                        Against

6.     Re-elect Mr. Andrew Gould as a Director                   Mgmt          For                            For

7.     Re-elect Mr. David Mayhew as a Director                   Mgmt          For                            For

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

S.9    Amend the Rules 89 to 91 [inclusive] of the               Mgmt          For                            For
       Constitution of Rio Tinto Limited as specified;
       and the Articles 75 to 78 of the Articles of
       Association of Rio Tinto Plc as specified

S.10   Approve the buybacks by Rio Tinto Limited of              Mgmt          For                            For
       ordinary shares from Tinto Holdings Australia
       Pty Limited ['THA'] in the period following
       this approval until [and including] the date
       of the Rio Tinto Limited 2010 AGM or 19 APR
       2010 [whichever is later] upon the terms and
       subject to the conditions as specified in the
       draft buyback agreement between Rio Tinto Limited
       and THA [entitled '2009 RTL-THA Agreement'],
       as specified

S.11.  Amend, subject to the consent in writing of               Mgmt          For                            For
       the holder of the special voting share; that
       with effect from the close of the AGM of Rio
       Tinto Limited held in 2009; the constitution
       of Rio Tinto Limited as specified; the Articles
       of the Association of Rio Tinto Plc as specified,
       be adopted as the Articles of Association of
       Rio Tinto Plc in substitution for, and to the
       exclusion of, the existing Articles of Association;
       and that with effect from 00.01 am GMT on 01
       OCT 2009; the constitution of Rio Tinto Limited
       as specified; the Articles of Association of
       Rio Tinto Plc by deleting all of the provisions
       of Rio Tinto Plc's Memorandum of Association
       which, by virtue of Section 28 of the UK Companies
       Act 2006, are to treated as part of Rio Tinto
       plc's Articles of Association; the Articles
       of Association of Rio Tinto Plc by deleting
       all provisions referred to in Paragraph 42
       of Schedule 2 of the UK Companies Act 2006
       [Commencement No 8, Transitional Provision
       and Savings] Order 2008 [Statutory Instrument
       2008 No 2860]; and the Articles of Association
       of Rio Tinto Plc as specified

       ANY INDIVIDUAL OR RELATED PARTY TO ANY SPECIFIC           Non-Voting    No vote
       VOTE EXCLUSION WHICH HAS OBTAINED BENEFIT OR
       DOES EXPECT TO OBTAIN FUTURE BENEFIT SHOULD
       NOT VOTE (OR VOTE "ABSTAIN") FOR THE RELEVANT
       PROPOSAL ITEMS.




--------------------------------------------------------------------------------------------------------------------------
 SINGAPORE TELECOMMUNICATIONS LTD                                                            Agenda Number:  701650207
--------------------------------------------------------------------------------------------------------------------------
        Security:  Y79985142
    Meeting Type:  AGM
    Meeting Date:  25-Jul-2008
          Ticker:
            ISIN:  AU000000SGT2
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive and adopt the financial statements for            Mgmt          For                            For
       the FYE 31 MAR 2008, the Directors' report
       and Auditors' report thereon

2.     Declare a final dividend of 6.9 cents per share           Mgmt          For                            For
       in respect of the FYE 31 MAR 2008

3.     Re-elect Mr. Graham John Bradley [Independent             Mgmt          For                            For
       Member of the Audit Committee] as the Director
       who retires by rotation in accordance with
       Article 97 of the Company's Article of Association

4.     Re-elect Mr. Chumpol NaLamlieng as the Director           Mgmt          For                            For
       who retires by rotation in accordance with
       Article 97 of the Company's Article of Association

5.     Re-elect Mr. Nicky Tan Ng Kuang [Independent              Mgmt          For                            For
       Member of the Audit Committee] as the Director
       who retires by rotation in accordance with
       Article 97 of the Company's Articles of Association

6.     Re-elect Mr. Dominic Chiu Fai Ho [Independent             Mgmt          For                            For
       Member of the Audit Committee] as a Director
       who ceases to hold the office in accordance
       with Article 103 of the Company's Articles
       of Association

7.     Approve the payment of Directors' fees by the             Mgmt          For                            For
       Company of up to SGD 2,250,000 for the FYE
       31 MAR 2009 [2008: up to SGD 2,250,000]

8.     Re-appoint the Auditors and authorize the Directors       Mgmt          For                            For
       to fix their remuneration

       Transact any other business                               Non-Voting    No vote

9.     Authorize the Directors to issue shares in the            Mgmt          For                            For
       capital of the Company [shares] whether by
       way of rights, bonus or otherwise and/or 2)
       make or grant offers, agreements or potions
       [collectively, Instruments] that might or would
       require shares to be issued including but not
       limited to the creation and issue of [as well
       as adjustments to] warrants, debentures or
       other instruments convertible into shares at
       any time and upon such terms and conditions
       and for such purposes and to such persons as
       the Directors may in their absolute discretion
       deem fit; and (ii) issue shares in pursuance
       of any instrument made or granted by the Directors
       while this resolution was in force; provided
       that the agreement number of shares to be issued
       pursuant to this resolution [including shares
       to be issued in pursuance of instruments made
       or granted pursuant to this resolution] does
       not exceed 50% of the issued shares in the
       capital of the Company [as calculated in accordance
       with this resolution] of which the aggregate
       number of shares to be issued other than on
       a pro rata basis to shareholders of the Company
       [including shares to be issued in pursuance
       of instrument made or granted pursuant to this
       resolution] does not exceed 10% of the total
       number issued shares in the capital of the
       Company; (ii) [subject to such manner of calculation
       as ,may be prescribed by the Singapore Exchange
       Securities Trading Limited (SGX-ST)] to determine
       the aggregate number of shares that may be
       issued under this resolution the percentage
       of issued shares shall be on that total number
       of issued shares in the capital of the Company
       at the time the resolution is passed after
       adjusting for: (a) new shares arising from
       the conversion or exercise of any convertible
       securities or share options or vesting of share
       awards which are outstanding or subsisting
       at the time this resolution is passed and (b)
       any subsequent consolidation or sub division
       of shares (iii) in exercising the authority
       conferred by the resolution the Company shall
       comply with the provisions of the Listing manual
       of the SGX-ST and the rules of any other stock
       exchange on which the shares of the Company
       may for time being be listed or quoted for
       the time being in force and the Articles of
       Association for the time being of the Company
       and; [Authority shall continue in force until
       the conclusion of the next Annual general meeting
       of the Company or the date by which the next
       AGM of the Company is required by law to be
       held]

10.    Authorize the Directors to allot and issue from           Mgmt          For                            For
       time to time such number of shares in the capital
       of the Company as may be required to be issued
       pursuant to exercise the options under the
       Singapore Telecom Share Option Scheme 1999
       [1999 scheme] provided always that the aggregate
       number of shares to be issued pursuant to be
       1999 Scheme shall not exceed 5% of the total
       number of issued share[ excluding treasury
       shares] in the capital of the Company from
       time to time as calculated in accordance the
       rules of the 1999 Scheme

11.    Authorize the Directors to grant awards in accordance     Mgmt          For                            For
       with the provisions of the Sing Tel Performance
       Share Plan [Share plan] and to allot and issue
       from time to time such number of fully paid
       up shares in the capital of the Company as
       may be required to be issued pursuant to the
       vesting of awards under the Share Plan, provided
       always that the aggregate number of shares
       to be issue pursuant to the 1999 Scheme and
       the Share Plan shall not exceed 10% of the
       total number of issued shares in the capital
       of the Company from time to time




--------------------------------------------------------------------------------------------------------------------------
 SINGAPORE TELECOMMUNICATIONS LTD                                                            Agenda Number:  701650687
--------------------------------------------------------------------------------------------------------------------------
        Security:  Y79985142
    Meeting Type:  EGM
    Meeting Date:  25-Jul-2008
          Ticker:
            ISIN:  AU000000SGT2
--------------------------------------------------------------------------------------------------------------------------

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

1.     Authorize the Directors, for the purposes of              Mgmt          For                            For
       Sections 76C and 76E of the Companies Act,
       to purchase or otherwise acquire issued ordinary
       shares in the capital of the Company [Shares],
       not exceeding in aggregate 10 % of the issued
       Shares of the Company at the date of this resolution,
       by way of market purchases on the Singapore
       Exchange Securities Trading Limited [SGX-ST],
       and/or off-market purchases effected otherwise
       than on the SGX-ST in accordance with any equal
       access scheme(s), at a price of up to 105%
       above the average closing market prices over
       the previous 5 market days in case of market
       purchase and 110% in case of off-market purchase,
       and authorize the Directors of the Company
       and/or any of them to do all such acts and
       things deemed necessary to give effect to this
       Resolution; [Authority expires the earlier
       of the date of the next AGM of the Company
       or the date of the AGM as required by law to
       be held]

2.     Approve, for the purpose of Rule 10.14 of the             Mgmt          For                            For
       ASX Listing rules, the participation by the
       Relevant Person in the Relevant Period specified
       in paragraph 3.2 of the Circular to the shareholders
       and the CUFS holders dated 26 JUN 2008 ["the
       Circular"] in the SingTel Performance Share
       Plan, on the specified terms

S.3    Amend Articles 93, 97, 98 and 103 of the Articles         Mgmt          For                            For
       of the Association of the Company as specified




--------------------------------------------------------------------------------------------------------------------------
 SP AUSNET                                                                                   Agenda Number:  701642666
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8604X102
    Meeting Type:  AGM
    Meeting Date:  17-Jul-2008
          Ticker:
            ISIN:  AU000000SPN6
--------------------------------------------------------------------------------------------------------------------------

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

       PLEASE NOTE THAT THE BELOW RESOLUTION IS FOR              Non-Voting    No vote
       COMPANIES AND TRUST. THANK YOU.

1.     Receive the SP AusNet's financial statements              Non-Voting    No vote
       and the reports of the Directors and the Auditors
       for the YE 31 MAR 2008

       PLEASE NOTE THAT THE BELOW RESOLUTIONS ARE FOR            Non-Voting    No vote
       COMPANIES ONLY. THANK YOU.

2.A    Re-elect Professor Jeremy Davis, who retires              Mgmt          For                            For
       by rotation

2.B    Re-elect Mr. Ian Renard, who retires by rotation          Mgmt          For                            For

3.     Adopt the remuneration report for the YE 31               Mgmt          For                            For
       MAR 2008

4.     Amend, for the purposes of Section 208 of the             Mgmt          For                            For
       Corporation Act and for all other purposes,
       the Management Services Agreement between the
       Companies and SPI Management Services Pty Limited
       ['SPIMS'] as specified, and approve to give
       any financial benefits to SPIMS which may arise
       in accordance with such amendments

       PLEASE NOTE THAT THE BELOW RESOLUTIONS ARE FOR            Non-Voting    No vote
       COMPANIES AND TRUST. THANK YOU.

S.5    Approve, for the purposes of ASX Listing Rule             Mgmt          For                            For
       7.1, ASIC Class Order 05/26 and for all other
       purposes, SP AusNet and the Directors of the
       Companies and SP Australia Networks [RE] Limited,
       as responsible entity of the Trust, be given
       authority to issue Stapled Securities to an
       underwriter or persons procured by an underwriter
       within a period of 24 months from the date
       of the meetings in connection under a distribution
       reinvestment plan

6.     Approve, for the purposes of Singapore Law,               Mgmt          For                            For
       SP AusNet and the Directors of the Companies
       and SP Australia Networks [RE] Limited, as
       responsible entity of the Trust, be given authority
       to issue new Stapled Securities in the circumstances
       and on the terms and conditions as specified

       PLEASE NOTE THAT THE BELOW RESOLUTION IS FOR              Non-Voting    No vote
       TRUST ONLY. THANK YOU.

S.7    Amend the Trust Constitution in accordance with           Mgmt          For                            For
       the provisions of the supplemental deed poil
       annexed as annexure A, tabled at the meetings
       and initialled by the Chairman for the purposes
       of identification; and authorize the SP Australia
       Networks [RE] Limited, as responsible entity
       of the Trust to execute the supplemental deed
       poil and lodge it with ASIC to give effect
       to the amendments to the Trust Constitution




--------------------------------------------------------------------------------------------------------------------------
 TABCORP HLDGS LTD                                                                           Agenda Number:  701712285
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8815D101
    Meeting Type:  AGM
    Meeting Date:  23-Oct-2008
          Ticker:
            ISIN:  AU000000TAH8
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the financial statements          Non-Voting    No vote
       and the reports of the Directors and the Auditor
       in respect of the YE 30 JUN 2008

2.A    Re-elect Ms. Paula Dwyer as a Director of the             Mgmt          For                            For
       Company, 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, retires in accordance with the constitution
       of the Company

2.C    Elect Mrs. Jane Hemstritch as a Director of               Mgmt          For                            For
       the Company, retires in accordance with the
       constitution of the Company

2.D    Elect Mr. Brett Paton as a Director of the Company,       Mgmt          For                            For
       retires in accordance with the constitution
       of the Company

3.     Adopt the remuneration report [which forms part           Mgmt          For                            For
       of the Directors' report] in respect of the
       YE 30 JUN 2008

4.     Approve to grant the number of Performance Rights         Mgmt          For                            For
       determined based on the formula 1,500,000 divided
       by the Fair Market Value of a performance right
       to the Managing Director and Chief Executive
       Officer of the Company, Mr. Elmer Funke Kupper,
       under the Tabcorp Long Term Performance Plan
       as specified




--------------------------------------------------------------------------------------------------------------------------
 TATTS GROUP LTD                                                                             Agenda Number:  701737770
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q8852J102
    Meeting Type:  AGM
    Meeting Date:  19-Nov-2008
          Ticker:
            ISIN:  AU000000TTS5
--------------------------------------------------------------------------------------------------------------------------

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

1.     Chairman and the Chief Executive presentations            Non-Voting    No vote

2.     Receive and consider the financial report for             Non-Voting    No vote
       the Company and its controlled entities for
       the period ended 30 JUN 2008 together with
       the Directors' report and the Auditor's Report
       as specified in the annual report

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

3.b    Re-elect Mr. Kevin Seymour 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 2008




--------------------------------------------------------------------------------------------------------------------------
 TELECOM CORPORATION OF NEW ZEALAND LTD                                                      Agenda Number:  701698562
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q89499109
    Meeting Type:  AGM
    Meeting Date:  02-Oct-2008
          Ticker:
            ISIN:  NZTELE0001S4
--------------------------------------------------------------------------------------------------------------------------

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

       The Chairman's introduction                               Non-Voting    No vote

       Addresses to shareholders                                 Non-Voting    No vote

       Shareholder discussion                                    Non-Voting    No vote

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

2.     Re-elect Mr. Rod McGeoch as a Director of Telecom         Mgmt          For                            For

3.     Re-elect Mr. Kevin Roberts as a Director of               Mgmt          For                            For
       Telecom

4.     PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL:          Shr           Against                        For
       Elect Mr. Mark Cross as a Director of Telecom

5.     PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL:          Shr           Against                        For
       Elect Mr. Mark Tume as a Director of Telecom

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting    No vote
       OF CONSERVATIVE CUT-OFF DATE. 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.




--------------------------------------------------------------------------------------------------------------------------
 TOLL HOLDINGS LTD, MELBOURNE VIC                                                            Agenda Number:  701724379
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q9104H100
    Meeting Type:  AGM
    Meeting Date:  30-Oct-2008
          Ticker:
            ISIN:  AU000000TOL1
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive and consider the financial statements             Non-Voting    No vote
       of the Company and its controlled entities
       for the YE 30 JUN 2008 and the related Directors'
       report, Directors' declaration and Auditors'
       report

2.     Adopt the remuneration report                             Mgmt          Against                        Against

3.     Re-elect Mr. Ray Horsburgh as a Director of               Mgmt          For                            For
       the Company, who retires in accordance with
       the Company's constitution

4.     Elect Mr. Frank Ford as a Director of the Company,        Mgmt          For                            For
       who retires in accordance with the Company's
       constitution




--------------------------------------------------------------------------------------------------------------------------
 WESFARMERS LTD, PERTH WA                                                                    Agenda Number:  701728810
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q95870103
    Meeting Type:  AGM
    Meeting Date:  13-Nov-2008
          Ticker:
            ISIN:  AU000000WES1
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial statements and the reports          Non-Voting    No vote
       of the Directors and the Auditors for the YE
       30 JUN 2008

2.A    Re-elect Dr. Robert [Bob] Lindsay Every as a              Mgmt          For                            For
       Director, who retire by rotation in accordance
       with the Company's Constitution

2.B    Re-elect Mr. Gene Thomas Tilbrook as a Director,          Mgmt          For                            For
       who retire by rotation in accordance with the
       Company's Constitution

3.     Approve and adopt, the new Constitution tabled            Mgmt          For                            For
       at the AGM and as specified, the Constitution
       of the Company, in place of the current Constitution,
       with effect from the close of the meeting

4.     Adopt the remuneration report for the YE 30               Mgmt          Against                        Against
       JUN 2008




--------------------------------------------------------------------------------------------------------------------------
 WESTFIELD GROUP, SYDNEY NSW                                                                 Agenda Number:  701899532
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q97062105
    Meeting Type:  AGM
    Meeting Date:  06-May-2009
          Ticker:
            ISIN:  AU000000WDC7
--------------------------------------------------------------------------------------------------------------------------

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

       PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING          Non-Voting    No vote
       ID 548351 DUE TO DELETION OF RESOLUTION. ALL
       VOTES RECEIVED ON THE PREVIOUS MEETING WILL
       BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
       ON THIS MEETING NOTICE. THANK YOU.

       PLEASE NOTE THAT BELOW RESOLUTIONS ARE FOR WESTFIELD      Non-Voting    No vote
       HOLDINGS LIMITED. THANK YOU.

1.     To discuss the Company's financial statements             Non-Voting    No vote
       and reports for the YE 31 DEC 2008

2.     Approve the Company's remuneration report for             Mgmt          For                            For
       the FYE 31 DEC 2008

3.     Re-elect Mr. Roy L. Furman, as a Director of              Mgmt          For                            For
       the Company, who retires by rotation in accordance
       with the Company's Constitution

4.     Re-elect Mr. Stephen P. Johns as a Director               Mgmt          Against                        Against
       of the Company, who retires by rotation in
       accordance with the Company's Constitution

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

6.     Elect Mr. Lord [Peter] H. Goldsmith QC PC as              Mgmt          For                            For
       a Director of the Company

7.     Elect Mr. Brian M. Schwartz AM as a Director              Mgmt          For                            For
       of the Company

       PLEASE NOTE THAT BELOW RESOLUTION IS FOR WESTFIELD        Non-Voting    No vote
       TRUST AND WESTFIELD AMERICA TRUST [TRUSTS].
       THANK YOU.

S.8    Approve, the issue of 276,190,500 stapled securities      Mgmt          For                            For
       each comprising a share in Westfield Holdings
       Limited, a unit in Westfield Trust and a unit
       in Westfield America Trust [Stapled Security],
       to certain institutional and sophisticated
       investor at AUD 10.50 per stapled security
       issued on 12 FEB 2009 as specified

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting    No vote
       OF ADDITIONAL COMMENT. 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.

       PLEASE NOTE THAT ANY INDIVIDUAL OR RELATED PARTY          Non-Voting    No vote
       TO ANY SPECIFIC VOTE EXCLUSION WHICH HAS OBTAINED
       BENEFIT OR DOES EXPECT TO OBTAIN FUTURE BENEFIT
       SHOULD NOT VOTE [OR VOTE 'ABSTAIN'] FOR THE
       RELEVANT PROPOSAL ITEMS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 WESTPAC BANKING CORP, SYDNEY NSW                                                            Agenda Number:  701762583
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q97417101
    Meeting Type:  AGM
    Meeting Date:  11-Dec-2008
          Ticker:
            ISIN:  AU000000WBC1
--------------------------------------------------------------------------------------------------------------------------

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

1.     Receive the financial report, the Director's              Non-Voting    No vote
       report and the Auditor's report for the YE
       30 SEP 2008

2.     Adopt the remuneration report for the YE 30               Mgmt          For                            For
       SEP 2008

3.a    Re-elect Ms. Elizabeth Blomfield Bryan as a               Mgmt          For                            For
       Director of Westpac

3.b    Re-elect Ms. Carolyn Judith Hewson as a Director          Mgmt          For                            For
       of Westpac

3.c    Re-elect Mr. Lindsay Philip Maxsted as a Director         Mgmt          For                            For
       of Westpac

3.d    Elect Mr. John Simon Curtis as a Director of              Mgmt          For                            For
       Westpac

3.e    Elect Mr. Peter John Oswin Hawkins as a Director          Mgmt          For                            For
       of Westpac

3.f    Elect Mr. Graham John Reaney as a Director of             Mgmt          For                            For
       Westpac

4.     Approve to increase the maximum aggregate amount          Mgmt          Against                        Against
       of annual remuneration that may be paid to
       the Non-Executive Directors by AUD 1.5 million,
       from AUD 3 million to AUD 4.5 million, with
       effect from the merger implementation date




--------------------------------------------------------------------------------------------------------------------------
 WOODSIDE PETROLEUM LTD                                                                      Agenda Number:  701855782
--------------------------------------------------------------------------------------------------------------------------
        Security:  980228100
    Meeting Type:  AGM
    Meeting Date:  01-May-2009
          Ticker:
            ISIN:  AU000000WPL2
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the financial report              Non-Voting    No vote
       of the Company and the reports of the Directors
       and Auditor for the YE 31 DEC 2008

2.a    Re-elect Mr. Michael Alfred Chaney as a Director          Mgmt          For                            For

2.b    Re-elect Mr. Erich Fraunschiel as a Director              Mgmt          For                            For

2.c    Re-elect Dr. Pierre Jean-Marie Henri Jungels              Mgmt          For                            For
       as a Director

2.d    Re-elect Mr. David Ian McEvoy as a Director               Mgmt          For                            For

2.e    Re-elect Ms. Melinda Ann Cilento as a Director            Mgmt          For                            For

2.f    Re-elect Mr. Ian Robertson as a Director                  Mgmt          For                            For

3.     Adopt the remuneration report for the YE 31               Mgmt          For                            For
       DEC 2008

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT        Non-Voting    No vote
       OF ADDITIONAL COMMENT. 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.

       PLEASE NOTE THAT ANY INDIVIDUAL OR RELATED PARTY          Non-Voting    No vote
       TO ANY SPECIFIC VOTE EXCLUSION WHICH HAS OBTAINED
       BENEFIT OR DOES EXPECT TO OBTAIN FUTURE BENEFIT
       SHOULD NOT VOTE [OR VOTE 'ABSTAIN'] FOR THE
       RELEVANT PROPOSAL ITEMS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 WOOLWORTHS LTD                                                                              Agenda Number:  701743836
--------------------------------------------------------------------------------------------------------------------------
        Security:  Q98418108
    Meeting Type:  AGM
    Meeting Date:  27-Nov-2008
          Ticker:
            ISIN:  AU000000WOW2
--------------------------------------------------------------------------------------------------------------------------

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

1.     To receive and consider the financial report              Non-Voting    No vote
       of the Company and the reports of the Directors
       and the Auditor for the financial period ended
       29 JUN 2008

2.     Adopt, the remuneration report [which form part           Mgmt          For                            For
       of the Directors' report] for the FYE 29 JUN
       2008

3.A    Re-elect Dr. Roderick Sheldon Deane as a Director,        Mgmt          For                            For
       who retires by rotation in accordance with
       Article 10.3 of the Company's Constitution

3.B    Re-elect Mr. Leon Michael L'Huillier as a Director,       Mgmt          For                            For
       who retires by rotation in accordance with
       Article 10.3 of the Company's Constitution

4.A    Approve to grant the options or performance               Mgmt          For                            For
       rights or combination of both to the Group
       Managing Director and Chief Executive Officer
       of the Company, Mr. Michael Gerard Luscombe,
       under the Woolworths Long Terms Incentive Plan
       [Plan], as specified, for all purposes including
       for the purpose of ASX Listing Rule 10.14

4.B    Approve to grant the options or performance               Mgmt          For                            For
       rights or combination of both to the Finance
       Director, Mr. Thomas William Pockett, under
       the Plan, as specified, for all purposes including
       for the purpose of ASX Listing Rule 10.14



* Management position unknown





SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant)         Aberdeen Australia Equity Fund, Inc.
By (Signature)       /s/ Christian Pittard
Name                 Christian Pittard
Title                President
Date                 08/18/2009