GA8 PROXY FORM

8th Annual General Assembly of RSPO Members

March 8, 2012

Kuala Lumpur, Malaysia

Step-by-step Guidelines:

1.  This form is only for Ordinary Members of RSPO who are eligible to vote

2.  Read through Frequently Asked Questions (FAQs) on website with regards to proxy matters http://www.ga8.rspo.org/c/frequently-asked-questions-faqs/

3.  Click into this website address: www.ga8.rspo.org, download and complete the proxy form.

4.  Confirm your selection from the 3 proxy options outlined with a cross (X) in the relevant box

5.  Indicate your vote preference for each resolution and nomination in the table provided or bestow full discretion to your proxy to vote on your behalf with a cross (X) in the correct box

6.  Please complete parts 1 to IV in this form - you may skip Part IV if there is no Executive Board nomination for your stakeholder category

7.  Print out the completed form and sign on it

8.  Send your signed proxy form by fax (+603-2201 4053) or email () as soon as possible to enable the RSPO Secretariat to ensure that the required quorum for the general assembly is met.

9.  Fax or Email the form to your appointed proxy if you have selected option 1 – which is a proxy you have identified on your own

10.  If you have selected proxy Option 2 (an Executive Board member) or 3 (Chairperson), the RSPO Secretariat will directly inform the selected Executive Board member or the Chairperson of their appointment as your proxy

11.  A confirmation email will be sent to you once you have completed and submitted the proxy form to

12.  For any enquiries or clarification, please email or call +603 2302 1500

Who can be a proxy?

1.  Must be a RSPO Member

2.  Can be from any membership type: Ordinary Member or Affiliate Member or Supply Chain Associate Member

3.  Must be able to attend the General Assembly in person

4.  Proxy does not have to be from the same membership/stakeholder category

PART I – ORGANIZATION DETAILS


Please complete the form by TYPING into the grey boxes.

RSPO Membership number: /
Member codes are available onhttp://www.rspo.org/page/792 under the respective membership profile.
Membership Type: / Ordinary Member
Membership Category: / Please SelectBanks and InvestorsConsumer Goods ManufacturersEnvironmental and Conservation NGOsOil Palm GrowersPalm Oil Processors and TradersRetailersSocial and Development NGOs
Organization:
Address:
Country:
Tel no/Fax no: / /
Full name:
Position in the organization:
Email address:

PART II –PROXY OPTION

If you are unable to attend the General Assembly, please confirm the appointment of your proxy with a cross (X) on ONE (1) of these three (3) options:

OPTION 1: I choose to identify and appoint a proxy of my own

As an Ordinary Member of the ROUNDTABLE ON SUSTAINABLE PALM OIL (RSPO) we hereby appoint:

Name of proxy:
Organization:
Email address:

I shall email to my proxy this completed and signed form

OPTION 2: I choose to appoint an Executive Board member as my proxy

If you are unable to identify a proxy of your own, it is recommended that you appoint an Executive Board member (not necessarily from the same membership/stakeholder category). List and profiles of EB members are available at the Appendix I of this Proxy Form

Name of proxy/Name of Executive Board Member :

** The RSPO Secretariat will email your completed and signed proxy form to the selected EB member

OPTION 3: I choose to appoint the Chairperson of the General Assembly as my proxy

If you are unable to identify a proxy of your own or an Executive Board member, it is recommended that the Chairperson of the General Assembly be appointed as your proxy.

** The RSPO Secretariat will email your completed and signed proxy form to the Chairperson

PART III – RESOLUTIONS FOR THE GENERAL ASSEMBLY

Please cross (X) one option from below:

Option 1:

I hereby confirm that my appointed proxy will submit my voting preference on the specific resolutions as indicated in the table below

Option 2:

I hereby give full discretion to my appointed proxy to vote on my organization’s behalf

If you have selected Option 1 above, please place a cross (X) on your votes in the tables below.

In the case you do not cross (X) any of the vote options below; it will be considered an abstention from voting.

Agenda Item / Description / Vote / Vote
4 / To confirm the minutes of the last General Assembly held on 11 November 2010
Please download minutes of GA7 at
http://www.rspo.org/sites/default/files/GA7 Minutes - draft.pdf / For / Against
5 / To adopt the Report and Audited Accounts of the RSPO Treasurer
Please download Report and Audited Accounts at
http://www.rspo.org/sites/default/files/GA8 - Treasurer's Report.pdf,
http://www.rspo.org/sites/default/files/GA8 - Financial Report.pdf / For / Against
6 a / To confirm the appointment of PricewaterhouseCoopers as the auditors of the RSPO for the financial year ending 30 June 2012 / For / Against
Resolution / Description / Vote / Vote
6b / NEW VISION AND MISSION STATEMENTS FOR THE
ROUNDTABLE ON SUSTAINABLE PALM OIL
Please download resolution 6b at
http://www.rspo.org/sites/default/files/Resolution 6b - New Vision and Mission.pdf / For / Against
6c / RESOLUTION TO AMEND STATUTES ON ITEMS RELATED TO THE RSPO GENERAL ASSEMBLY AND EXTRAORDINARY GENERAL ASSEMBLY
Please download resolution 6c at
http://www.rspo.org/sites/default/files/Resolution 6c - To Amend items in the Statutes related to GA and E-GA.pdf / For / Against
6d / PROPOSED RESOLUTION TO AMEND STATUTES ON ITEMS RELATED TO THE RSPO GENERAL ASSEMBLY (TITLE-1)
Please download resolution 6d at
http://www.rspo.org/sites/default/files/Resolution 6d - To Amend item in the Statutes related to GA-Title 1.pdf / For / Against
6e / PROPOSED RESOLUTION TO AMEND STATUTES ON ITEMS RELATED TO THE RSPO GENERAL ASSEMBLY (TITLE-2)
**Even if you voted ‘against’ for resolution 6d, please indicate your choice of option 1 or 2 in the case resolution 6d gets voted in at the General Assembly
Please download resolution 6e at
http://www.rspo.org/sites/default/files/Resolution 6e - To amend Statutes on item related to GA-Title 2.pdf / Option 1 / Option 2
Resolution / Description / Vote / Vote
6f / PROTECTING MULTISTAKEHOLDER REPRESENTATION AT THE GENERAL ASSEMBLY
Please download resolution 6f at
http://www.rspo.org/sites/default/files/Resolution 6f - Protecting Multistakeholder Representation in the GA.pdf / For / Against
6g / DIRECT VOTING FOR THE PRESIDENT OF RSPO BY THE MEMBERSHIP & LIMITATION TO MAXIMUM OF TWO TERMS OF PRESIDENCY
Please download resolution 6g at
http://www.rspo.org/sites/default/files/Resolution 6g - Direct Voting for the President of RSPO.pdf / For / Against
6h / ENHANCING THE INSTITUTIONAL GOVERNANCE OF RSPO
Please download resolution 6h at
http://www.rspo.org/sites/default/files/Resolution 6h - Enhancing the institutional governance of RSPO.pdf / For / Against
6i / PROTECTING MULTISTAKEHOLDER DECISION-MAKING IN RSPO
Please download resolution 6i at
http://www.rspo.org/sites/default/files/Resolution 6i - Protecting Multistakeholder Decision-Making in RSPO.pdf / For / Against
6j / *MORATORIUM ON RSPO CERTIFICATION
Please download resolution 6j at
http://www.rspo.org/sites/default/files/Resolution 6j - Moratorium on RSPO Certification.pdf / For / Against
6k / *NO RSPO SUPPORT FOR OFFSET-MECHANISMS
Please download resolution 6k at
http://www.rspo.org/sites/default/files/Resolution 6k - No Support ofr offset-mechanism.pdf / For / Against
6l / CREATION OF NEW CATEGORY OF ORDINARY MEMBERSHIP FOR ‘TRANSNATIONAL COMPANIES AND ORGANISATIONS’
Please download resolution 6l at
http://www.rspo.org/sites/default/files/Resolution 6l - Creation of New Category of OM-TNC.pdf / For / Against
6m / REQUEST FOR ALL RSPO ORDINARY MEMBERS TO SUBMIT TIME BOUND PLANS
Please download resolution 6m at
http://www.rspo.org/sites/default/files/Resolution 6m - Request for OM to submit TBP.pdf / For / Against
6n / *ELIMINATION IN THE USE OF PARAQUAT AND ADOPTION OF INTEGRATED WEED MANAGEMENT
Please download resolution 6n at
http://www.rspo.org/sites/default/files/Resolution 6n - Elimination in the Use of Paraquat.pdf / For / Against

*Please refer to the note to members from the RSPO Executive Board on these 3 resolutions within the Notice of the 8th General Assembly

PART IV - ELECTION OF EXECUTIVE BOARD SEATS

**You can only cast your vote for election of candidates in your own membership/stakeholder category (i.e. if you are from the Grower Category, you can only cast your vote for election of candidates in the Grower Category). Your proxy can only submit your vote on your behalf for this nomination but cannot vote on your behalf. If you leave this blank, it will be considered an abstained vote

I hereby confirm that my appointed proxy will submit my choice of candidate for the Executive Board seat as indicated in the table below

Please indicate with a cross (X) in the space provided for the one candidate you support.

For members of the Category: Environmental and Conservation NGOs ONLY

Candidate / Please elect (X) ONE candidate
Conservation International
Indonesian Sustainable Palm Oil Foundation (ISPO)
Borneo Rhino Alliance (BORA)

(Please download biodata of candidates at

http://www.rspo.org/sites/default/files/EB Nominee- ISPO.pdf

http://www.rspo.org/sites/default/files/EB Nominee - BORA.pdf)

PART V – SUBMISSION OF PROXY FORM (MANDATORY)

Signature :

Authorized Person :

Date :

1.  Send your signed proxy form to by fax (+603-2201 4053) or email () as soon as possible to enable the RSPO Secretariat to ensure that the required quorum for the general assembly is met.

2.  Fax or Email the form to your appointed proxy if you have selected option 1 – which is a proxy you have identified on your own

3.  A confirmation email will be sent to you once you have completed and submitted the proxy form to

4.  For any enquiries or clarification, please email or call +603 2302 1500

APPENDIX 1

RSPO Executive Board 2012

Name / Membership Category / Position in RSPO Board / Company / Email /
JoséDen Toom / Bank & Investors / Board Member / Rabobank /
Jan Kees Vis / Consumer Goods Manufacturers / Chairman / Unilever /
Neil Lacroix / Consumer Goods Manufacturers / Board Member / Kraft Foods /
Adam Harrison / Environmental and Conservation NGOs / Vice-President I / WWF /
Timothy J. Killeen / Environmental & Conservation NGOs / Board Member / Conservation International /
Edi Suhardi / Oil Palm Growers / Vice-President II / Representative of Indonesian Grower Members /
Puvan Selvanathan / Oil Palm Growers / Vice-President III / MPOA /
Gert Vandersmissen / Oil Palm Growers / Vice-President IV / Siat Group /
Mohd Nor Kailany / Oil Palm Growers / Board Member / FELDA /
Tim Stephenson / Processors & Traders / Treasurer / AAK /
Hidde-Van Kersen / Processors & Traders / Board Member / IOI / Loders Croklaan /
Agathe Grossmith / Retailers / Board Member / Carrefour /
Belinda Howell / Retailers / Board Member / Retailers Palm Oil Group /
Abetnego Tarigan / Social And Development NGOs / Board Member / Sawit Watch /
Johan Verburg / Social And Development NGOs / Board Member / Oxfam International /
Thomas Ursem / Bank & Investors / Alternate Board Member / Rabobank /
Dr Gan Lian Tiong / Oil Palm Growers / Alternate Board Member / PT Musim Mas /
Simon Lord / Oil Palm Growers / Alternate Board Member / New Britain Palm Oil Limited /
Jeremy Goon / Oil Palm Growers / Alternate Board Member / MPOA/ Wilmar International /
Martin Craven / Processors & Traders / Alternate Board Member / AAK /
Too Heng Liew / Processors & Traders / Alternate Board Member / IOI Group (Malaysia) /
Kate Geary / Social & Development NGOs / Alternate Board Member / Oxfam International /
Norman Jiwan / Social & Development NGOs / Alternate Board Member / Sawit Watch /

www.rspo.org

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