UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF Central Europe & Russia Fund, Inc. Investment Company Act file number 811-6041 Central Europe & Russia Fund, Inc. (Exact name of registrant as specified in charter) 345 Park Avenue New York, NY 10154 (Address of principal executive offices) (Zip code) Bruce Rosenblum Secretary One South Street Baltimore, MD 21202 (Name and address of agent for service) Registrant's telephone number, including area code: 410-895-5000 Date of fiscal year end: 10/31 ----- Date of reporting period: 7/1/03-6/30/04 ---------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. Vote Summary Report from 07/01/03 to 06/30/04. Sorted by Company Name. In All Markets, for all statuses, for THE CENTRAL EUROPEAN EQUITY FUND, INC.. Mtg Company/ Security/ Mgmt Vote Date/Type Ballot Issues Proponent Rec Cast Bank Austria 05/19/04 AGM Creditanstalt AT0000995006 N/A 0 1 Receive Financial Statements and Statutory Reports Approve Allocation of Income and Dividends of EUR No votes cast- 2 1.02 per Share Mgmt For Shareblocking Approve Discharge of Management and Supervisory Restriction 3 Boards Mgmt For Authorize Repurchase of Up to Five Percent of Issued 4 Share Capital for Trading Purposes Mgmt For 5 Ratify Auditors Mgmt For Bank Polska Kasa Opieki 07/25/03 EGM Sa (PEKAO) PLPEKAO00016 US0644512065 TNA 7/18/2003 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Elect Members of Election Committee Mgmt For 5 Accept Meeting Agenda Mgmt For 6 Approve Management Incentive Program Mgmt For Approve Issuance of Bonds with Warrants Attached without Preemptive Rights, Convertible into Shares 7 Series F and G Mgmt For Approve Conditional Increase in Share Capital by PLN 1,660,000 and Disapply Preemptive Rights Pursuant to 8 Issuance of Bonds with Warrants Attached Mgmt For Approve Resolution on Introduction to Public Trading 9 of Shares Series F and G Mgmt For Amend Articles of Association and Authorize 10 Supervisory Board to Adopt Unified Text of Statute Mgmt For 11 Other Business Mgmt For 12 Close Meeting Mgmt For Bank Polska Kasa Opieki 11/04/03 EGM Sa (PEKAO) PLPEKAO00016 US0644512065 10/28/2003 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Elect Members of Election Committee Mgmt For 5 Approve Agenda of Meeting Mgmt For 6 Amend Statutes Mgmt For 7 Amend Statutes Mgmt For 8 Elect Supervisory Board Mgmt For 9 Other Business Mgmt For 10 Close Meeting Bank Polska Kasa Opieki 04/07/04 AGM Sa (PEKAO) PLPEKAO00016 US0644512065 N/A 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Elect Members of Election Committee Mgmt For 5 Approve Agenda of Meeting Mgmt For Receive Management Board 2003 Activity Report 6 (Non-Voting) 7 Receive Financial Statements (Non-Voting) Receive Management Board Report on Activity of 8 Bank's Capital Group (Non-Voting) Receive Consolidated Financial Statements 9 (Non-Voting) Receive Management Board's Proposal for Allocation 10 of Profit for 2003 (Non-Voting) 11 Receive Supervisory Board Reports (Non-Voting) 12.1 Approve Management Board 2003 Activity Report Mgmt For 12.2 Approve Financial Statements Mgmt For Approve Management Board Report on Activity of 12.3 Bank's Capital Group Mgmt For 12.4 Approve Consolidated Financial Statements Mgmt For 12.5 Approve Allocation of Income for 2003 Mgmt For 12.6 Approve Supervisory Board Reports Mgmt For 12.7 Approve Discharge of Supervisory Board Mgmt For 12.8 Approve Discharge of Management Board Mgmt For Receive Proposal for Issuance of H-Series Shares without Preemptive Rights Pursuant to Executive Share Option Plan and Amend Articles of Association 13 to Reflect Increase in Share Capital Mgmt For 14 Approve Introducing H-Series Shares into Public Trade Mgmt For Authorize Supervisory Board to Approve Unified Text of Statute Following Changes to Articles to Increase 15 Share Capital by Issuance of H-Series Shares Mgmt For Amend Articles of Association Re: Bank's Name and 16 Other General Matters Mgmt For 17 Approve Unified Text of Statute Mgmt For 18 Approve Rules for Shareholder Meetings Mgmt For 19 Other Business Mgmt For 20 Close Meeting Mgmt For Bank Polska Kasa Opieki 06/01/04 EGM Sa (PEKAO) PLPEKAO00016 US0644512065 5/25/2004 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Elect Members of Election Committee Mgmt For 5 Approve Agenda of Meeting Mgmt For 6 Elect Supervisory Board Mgmt For 7 Transact Other Business (Voting) Mgmt For 8 Close Meeting Bank Przemyslowo 06/04/04 AGM Handlowy SA PLBPH0000019 5/28/2004 0 1 Open Meeting No votes cast- 2 Acknowledge Proper Convening of Meeting Mgmt For Shareblocking 3 Elect Meeting Chairman Mgmt For Restriction 4 Accept Meeting Agenda Mgmt For 5 Receive Financial Statements 6 Receive Board Report 7 Receive Consolidated Financial Statements 8 Receive Consolidated Board Report 9 Receive Supervisory Board Report 10 Approve Financial Statement Mgmt For 11 Approve Board Report Mgmt For 12 Approve Consolidated Financial Statement Mgmt For 13 Approve Consolidated Board Report Mgmt For 14 Approve Supervisory Board Report Mgmt For 15 Approve Allocation of Income and Dividends Mgmt For 16 Approve Discharge of Management Board Mgmt For 17 Approve Discharge of Supervisory Board Mgmt For Amend Articles of Association and Approve Unified 18 Text of Statute Mgmt For 19 Amend Rules (Bylaws) on Supervisory Board Mgmt For 20 Elect Supervisory Board Members Mgmt For 21 Close Meeting 04/20/04 AGM Bank Zachodni Wroclaw PLBZ00000044 N/A 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For Receive and Approve Management Board Report on 5 Bank's Activity and Financial Statements Mgmt For Receive and Approve Management Board Report on Activity of Bank's Capital Group and Consolidated 6 Financial Statements Mgmt For Approve Allocation of Income and Payment of Dividend 7 of PLN 0.32 Mgmt For 8 Approve Discharge of Management Board Mgmt For 9 Receive and Approve Supervisory Board Report Mgmt For 10 Approve Discharge of Supervisory Board Mgmt For 11 Elect Supervisory Board Members Mgmt For Approve Resolution on Management Report Concerning 12 Resolution No. 1 of EGM Held on June 12, 2000 Mgmt For 13 Close Meeting Mgmt For 06/03/04 AGM Budimex SA PLBUDMX00013 5/27/2004 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Elect Members of Election Committee Mgmt For 5 Approve Agenda of Meeting Mgmt For 6 Elect Supervisory Board Mgmt For Receive Company Financial Statements and Statutory 7 Reports Receive Consolidated Financial Statements and 8 Statutory Reports 9 Receive Supervisory Board Report 10.1 Approve Financial Statements and Statutory Reports Mgmt For Accept Consolidated Financial Statements and 10.2 Statutory Reports Mgmt For 10.3 Approve Allocation of Income Mgmt For 10.4 Approve Discharge of Management Board Mgmt For 10.5 Approve Discharge of Supervisory Board Mgmt For 11 Elect Supervisory Board Mgmt For 12 Approve Amendments to Statutes Mgmt For Approve Resolution on Changes to the General Rules 13 of Meetings Mgmt For Approve Liability and Indemnification for Management 14 Board Mgmt For 15 Close Meeting 04/05/04 EGM Cersanit-Krasnystaw SA PLCRSNT00011 3/29/2004 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For 5 Elect Members of Election Committee Mgmt For Amend Articles of Association Re: Increase Minimum 6 Size of Supervisory Board from Three to Five Members Mgmt For 7 Elect Supervisory Board Members Mgmt For 8 Approve Changes in Supervisory Board Regulations Mgmt For 9 Transact Other Business Mgmt For 10 Close Meeting Mgmt For 06/21/04 AGM Cersanit-Krasnystaw SA PLCRSNT00011 6/14/2004 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Approve Agenda of Meeting Mgmt For 5 Elect Members of Election Committee Mgmt For Receive Consolidated Financial Statements, Statutory 6 Reports, and Consolidated Financial Statements 7 Receive Supervisory Board Report Approve Statutory Report on Company's Activities and 8a Capital Group's Activities Mgmt For 8b Approve Financial Statements Mgmt For 8c Approve Consolidated Financial Statements Mgmt For 8d Approve Supervisory Board Report Mgmt For Approve Discharge of Management and Supervisory 9 Boards Mgmt For 10 Approve Allocation of Income Mgmt For 11 Amend Articles of Association Mgmt For 12 Other Business Mgmt For 13 Close Meeting Cesky Telecom AS (SPT 06/24/04 AGM Telecom A.S.) CZ0009093209 6/22/2004 0 1 Open Meeting Elect Chairman and Other Meeting Officials; Approve No votes cast- 2 Procedural Rules Mgmt For Shareblocking 3 Receive Financial Statements and Statutory Reports Restriction 4 Receive Supervisory Board Report 5 Approve Financial Statements and Statutory Reports Mgmt For 6 Approve Allocation of Income and Covering of Losses Mgmt For 7 Amend Articles Mgmt For Approve Resignation of Supervisory Board Except for 8 Members Elected by Company Employees Mgmt For 9 Elect Supervisory Board Mgmt For 10 Amend Articles Re: Remuneration of Board of Directors Mgmt For 11 Amend Articles Re: Remuneration of Supervisory Board Mgmt For Approve Remuneration of Board of Directors and 12 Supervisory Board Mgmt For 13 Approve Discharge of Supervisory Board Mgmt For 14 Close Meeting 06/17/04 AGM Cez A.S. CZ0005112300 6/11/2004 0 Open Meeting, Elect Chairman, Acknowledge Proper No votes cast- 1 Convening of Meeting Mgmt For Shareblocking 2 Amend Articles of Association Mgmt For Restriction 3 Receive Financial Statements and Statutory Reports 4 Approve Plan for Company's Business Activities Mgmt For 5 Approve Company's Investment Plan Mgmt For 6 Receive Supervisory Board Report 7 Approve Financial Statements and Statutory Reports Mgmt For 8 Approve Allocation of Income and Dividends Mgmt For 9 Approve Corporate Donations Mgmt For 10 Elect Supervisory Board Mgmt For 11 Amend Stock Option Plan Mgmt For 12 Approve Discharge of Supervisory Board Mgmt For 13 Close Meeting 09/10/03 EGM ComputerLand Poland S.A. PLCMPLD00016 9/3/2003 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Accept Meeting Agenda Mgmt For Authorize Issuance of Convertible Bonds to Key Employees; Approve Creation of Conditional Pool of Capital (Series S Shares) to Guarantee Conversion 5 Rights Mgmt For 6 Amend Articles/Charter to Reflect Changes in Capital Mgmt For 7 Amend Articles Re: Supervisory Board Mgmt For 8 Approve Uniform Statute Text Mgmt For 9 Close Meeting 04/06/04 EGM ECHO INVESTMENT PLECHPS00019 N/A 0 No votes cast- 1 Opening Formalities Mgmt For Shareblocking Amend Articles of Association (Statute) Re: Changing Restriction Minimum Size of Supervisory Board from Three to Five 2A Members Mgmt For 2B Elect Supervisory Board Members Mgmt For Amend Articles of Association (Statute) Re: Granting Management Board Power to Authorize Company Representation by Individuals when Entering into Obligations Exceeding 20 Percent, Rather Than 10 2C Percent, of Company's Assets Mgmt For Amend Articles of Association (Statute) Re: Management Board's Power to Authorize Purchase, Sale or Lease by Company of Real Property, Subject to 2D Limitation Described in Previous Item Mgmt For 2E Authorize Supervisory Board to Unify Text of Statute Mgmt For 3 Close Meeting Mgmt For 06/16/04 AGM ECHO INVESTMENT PLECHPS00019 6/9/2004 0 Open Meeting, Elect Meeting Chairman, Elect Members No votes cast- 1 of Election Committee, Receive Attendance List Mgmt For Shareblocking Receive and Approve Statutory Reports and Financial Restriction Statements as well as Consolidated Financial 2a Statements Mgmt For 2b Approve Allocation of Income Mgmt For Approve Discharge of Management and Supervisory 2c Boards Mgmt For Establish Range for Supervisory Board Size and 2d Reelect Supervisory Board Mgmt For 2e Amend Charter Re: Election of Meeting Chairman Mgmt For Amend Charter Re: Require Supervisory Board Approval 2f for Certain Transactions Mgmt For Amend Charter Re: Require Supervisory Board Approval 2g for Certain Transactions Mgmt For 3 Close Meeting Erste Bank Der Oester 05/04/04 AGM Spark AT0000652011 N/A 0 1 Receive Financial Statements and Statutory Reports No votes cast- 2 Approve Allocation of Income Mgmt For Shareblocking 3.a Approve Discharge of Management Board Mgmt For Restriction 3.b Approve Discharge of Supervisory Board Mgmt For 4 Approve Remuneration of Directors Mgmt For 5 Elect Supervisory Board Members Mgmt For 6 Ratify Auditors Mgmt For 7 Approve Spin-Off Agreement of FINAG-Holding AG Mgmt For 8 Approve EUR 43.9 Million Capitalization of Reserves Mgmt For 9 Approve 4:1 Stock Split Mgmt For Approve Creation of EUR 16.7 Million Pool of 10 Conditional Capital with Preemptive Rights Mgmt For Authorize Repurchase of Up to Ten Percent of Issued 11 Share Capital for Trading Purposes Mgmt For Authorize Share Repurchase Program and Reissuance of 12 Repurchased Shares Mgmt For 13 Amend Articles Mgmt For 04/16/04 AGM KGHM Polska Miedz S.A. PLKGHM000017 N/A 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For Receive Management Board Report and Financial 5 Statements Receive Management's Proposal on Allocation of 6 Profit for 2003 7 Receive Supervisory Board Report 8 Approve Supervisory Board Report Mgmt For Approve Management Board Report; Approve 2003 Financial Statements; Approve Allocation of Profit 9 for 2003 Mgmt For Approve Discharge of Management and Supervisory 10 Boards Mgmt For 11 Elect Supervisory Board Members Mgmt For 12 Close Meeting Mgmt For 06/17/04 AGM Komercni Banka A.S. CZ0008019106 6/10/2004 0 1 Open Meeting Elect Chairman and Other Meeting Officials; Approve No votes cast- 2 Procedural Rules Mgmt For Shareblocking 3 Approve Board Report Mgmt For Restriction Discuss Financial Statements and Consolidated 4 Financial Statements Receive Supervisory Board Report on Financial Statements, Allocation of Income, and Related Party 5 Transactions 6 Approve Financial Statements Mgmt For 7 Approve Allocation of Income Mgmt For 8 Approve Consolidated Financial Statements Mgmt For 9 Authorize Share Repurchase Program Mgmt For 10 Approve Remuneration of Directors Mgmt For 11 Amend Articles of Association Mgmt For 12 Close Meeting 06/24/04 AGM Lukoil Oao US6778621044 5/7/2004 20,000 Approve Annual Report, Financial Statements, Allocation of Income and Declare Dividends of RUB 24 1 per Ordinary Share Mgmt For For 2 Approve Dividends of RUB 24 Per Share Mgmt For For Elect 11 Directors Out of 15 Candidates 3.1 Reelect Vagit Alekperov as Director Mgmt For Abstain 3.2 Reelect Mikhail Berezhnoi as Director Mgmt For Abstain 3.3 Reelect Alexander Braverman as Director Mgmt For Abstain 3.4 Reelect Valery Grayfer as Director Mgmt For Abstain 3.5 Elect Tatiana Yesaulkova as Director Mgmt For Abstain 3.6 Elect Vadim Kleiner as Director Mgmt For For 3.7 Reelect Oleg Kutafin as Director Mgmt For Abstain 3.8 Reelect Ravil Maganov as Director Mgmt For Abstain 3.9 Elect Vladimir Malin as Director Mgmt For Abstain 3.1 Reelect Richard Matzke as Director Mgmt For For 3.11 Reelect Sergei Mikhailov as Director Mgmt For Abstain 3.12 Reelect Mark Mobius as Director Mgmt For For 3.13 Elect Alexander Tikhonov as Director Mgmt For Abstain 3.14 Reelect Nikolai Tsvetkov as Director Mgmt For Abstain 3.15 Reelect Igor Sherkunov as Director Mgmt For Abstain Elect 3 Members Out of 5 Candidates to Inspection Committee (Audit Commission) Elect Vladimir Nikitenko to Inspection Committee 4.1 (Audit Commission) Mgmt For For Elect Tatiana Sklyarova to Inspection Committee 4.2 (Audit Commission) Mgmt For For Elect Natalia Tanulyak to Inspection Committee 4.3 (Audit Commission) Mgmt For For Elect Pavel Kondratiev to Inspection Committee 4.4 (Audit Commission) Mgmt For For Elect Lyudmila Bulavina to Inspection Committee 4.5 (Audit Commission) Mgmt For For Approve Remuneration of Board of Directors and Audit Commission; Approve Director/Officer Liability and 5 Indemnification Mgmt For For 6 Ratify KPMG as Auditor Mgmt For For 7 Amend Charter Mgmt For For 8 Amend Regulations on General Meeting of Shareholders Mgmt For For 9 Amend Regulations on Board of Directors Mgmt For For 10 Approve Transaction with a Interested/Related Party Mgmt For For 04/28/04 AGM Matav RT HU0000016522 4/20/2004 0 Receive Directors' Report on Company Business Policy No votes cast- 1 and Financial Situation in 2003 Shareblocking Receive Directors' Report on Business Operations in Restriction 2 2003, Supervisory Board's Report and Auditor's Report Approve Allocation of Income Earned in 2003 and 3 Dividend of HUF 70 per Share Mgmt For 4 Approve Dematerialization of Shares Mgmt For 5 Amend Articles of Association Mgmt For 6 Elect Management Board Mgmt For 7 Elect Supervisory Board Mgmt For Approve Remuneration of Management and Supervisory 8 Board Members Mgmt For 9 Approve Auditors and Fix Their Remuneration Mgmt For 10 Approve Rules of Procedure of Supervisory Board Mgmt For 11 Approve Amendments to Matav Stock Option Plan For 12 Other Business Mgmt For 06/24/04 AGM MOBILE TELESYSTEMS US6074093070 5/10/2004 35,000 MBT 1 Open Meeting; Acknowledge Proper Convening of Meeting Mgmt For For 2 Form Counting Commission Mgmt For For Approve Consolidated Financial Statements and Statutory Reports; Approve Allocation of Income and 3 Dividends of RUB 3.2 per registered ordinary share Mgmt For For 4 Fix Number of Directors Mgmt For For Elect Directors by Cumulative Voting 5.1 Elect Aleksey Buyanov as Director Mgmt For For 5.2 Elect Levan Vassadse as Director Mgmt For For 5.3 Elect Fridbert Gerlach as Director Mgmt For For 5.4 Elect Alexander Goncharuck as Director Mgmt For For 5.5 Elect Michael Guenther as Director Mgmt For For 5.6 Elect Vladimir Lagutin as Director Mgmt For For 5.7 Elect Paul Kusubov as Director Mgmt For For 5.8 Elect Vassily Sidirov as Director Mgmt For For 5.9 Elect Gernot Taufmann as Director Mgmt For For Elect Members of Inspection Committee (Audit Commission) Elect Andrey Bobrovsky as Member of Inspection 6.1 Committee (Audit Commission) Mgmt For For Elect Bernd Willmann as Member of Inspection 6.2 Committee (Audit Commission) Mgmt For For Elect Denis Kondratjev as Member of Inspection 6.3 Committee (Audit Commission) Mgmt For For Elect Vassily Platoshin as Member of Inspection 6.4 Committee (Audit Commission) Mgmt For For Elect Natalija Tomilina as Member of Inspection 6.5 Committee (Audit Commission) Mgmt For For 7 Ratify Deloitte and Touche as Auditor Mgmt For For 8 Amend Articles Mgmt For Against Approve Transaction with Moscow City Telephone 9 Network Mgmt For For Mol Hungarian Oil and 09/01/03 EGM Gas Plc. HU0000010517 US6084642023 8/19/2003 0 Amend Articles Re: General Meeting; Rights Attached to Series B Shares Relating to Natural Gas Industry; Amendments to Reflect Legislative and Regulatory No votes cast- 1 Changes Mgmt For Shareblocking Modify Deeds of Foundation of Wholly-Owned Restriction 2 Subsidiaries Engaged in the Natural Gas Industry Mgmt For 3 Dematerialization of Series A and B Shares Mgmt For 4 Convert Series C Shares into Series A Shares Mgmt For 5 Approve Long-Term Incentive Scheme Mgmt For 6 Reelect Directors Mgmt For Mol Hungarian Oil and 04/30/04 AGM Gas plc HU0000068952 US6084642023 4/20/2004 0 Receive Directors' Report on 2003 Business Year and No votes cast- 1.1 Proposal on Allocation of Income Shareblocking 1.2 Receive Auditors' Report Restriction 1.3 Receive Supervisory Board's Report Approve Financial Statements and Allocation of 1.4 Income and Dividend Mgmt For 2 Approve Auditors and Fix Their Remuneration Mgmt For 3 Amend Articles of Association Mgmt For Receive Board's Report on Transactions with Treasury 4 Shares and Authorize Share Repurchase Program Mgmt For Elect Supervisory Board Members and Determine Their 5 Remuneration Mgmt For Elect Members of Board of Directors and Determine 6 Their Remuneration Mgmt For Netia SA (formerly 10/30/03 EGM Netia Holdings S.A.) PLNETIA00014 10/23/2003 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction Receive Report Regarding Merger with Subsidiaries 4 and Internal Consolidation Progress Approve Merger with Subsidiaries; Approve Internal 5 Consolidation and Reorganization Mgmt For 6 Close Meeting Netia SA (formerly 03/11/04 EGM Netia Holdings S.A.) PLNETIA00014 N/A 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For 5 Elect Supervisory Board Members Mgmt For 6 Approve Remuneration of Supervisory Board Members Mgmt For 7 Close Meeting Mgmt For 04/29/04 AGM OTP Bank RT HU0000061726 USX607461166 4/19/2004 0 Receive Directors' Report on Bank's 2003 Business No votes cast- 1 Activities and Financial Statements Shareblocking 2 Receive Supervisory Board's Report Restriction 3 Receive Auditor's Report Receive Directors' Report on Bank's Business Policy 4 for 2004 5 Approve Auditors and Fix Their Remuneration Mgmt For Elect Supervisory Board Member (Employee 6 Representative) Mgmt For Approve Remuneration of Management and Supervisory 7 Board Members Mgmt For 8 Amend Articles of Association Mgmt For 9 Authorize Share Repurchase Program Mgmt For 04/26/04 AGM Philip Morris CR A.S CS0008418869 4/19/2004 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Board of General Meeting, Adopt Meeting Agenda Mgmt For Restriction Receive Management Board Report on Business Activity 3 in 2003 4 Receive Supervisory Board Report Approve Management Board Report on Business Activity 5 in 2003 Mgmt For Approve 2003 Financial Statements, Consolidated 6 Financial Statements and Allocation of Income Mgmt For Approve Remuneration of Management and Supervisory 7 Board Members Mgmt For 8 Elect Management and Supervisory Board Members Mgmt For 9 Close Meeting Mgmt For Polski Koncern Naftowy 04/08/04 EGM Orlen PLPKN0000018 US7316132049 N/A 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For 5 Elect Members of Election Committee Mgmt For Approve Disposal (Sale or Lease) of Self-Operating 6 Parts of Company Mgmt For Amend Rules for Use of the Privatization Fund of PKN 7 ORLEN Mgmt For 8 Amend Articles of Association (Statute) Mgmt For 9 Approve Changes to Supervisory Board Mgmt For 10 Close Meeting Mgmt For Polski Koncern Naftowy 06/28/04 AGM Orlen PLPKN0000018 US7316132049 6/17/2004 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Acknowledge Proper Convening of Meeting Mgmt For Restriction 4 Approve Agenda of Meeting Mgmt For 5 Elect Members of Election Committee Mgmt For 6 Receive Management Board Report 7 Receive Supervisory Board Report Approve Financial Statements and Management Board 8 Report Mgmt For 9 Approve Allocation of Income Mgmt For 10 Approve Discharge of Management Board Mgmt For 11 Approve Discharge of Supervisory Board Mgmt For Receive and Approve Consolidated Financial Statements and Board Report on Activities of 12 Company's Capital Group Mgmt For Approve Sale or Lease of Self-Operating Parts of the 13 Company Mgmt For Approve Disposal or Acquisition of Right to Perpetual Lease of Self-Operating Parts of the 14 Company Mgmt For Approve Corporate Governance Principles for Issuers of Shares, Convertible Bonds, and Preemptive 15 Conversion Bonds Admitted to Public Trading Mgmt For 16 Amend Articles of Association Mgmt For Approve Incentive Plan (NIP) for Company's 17 Management Board and Other Key Employees Mgmt For Approve Issuance of Convertible Bonds with Preemptive Right; Approve Conditional Increase of Company's Capital and Amendments to Company's 18 Articles of Association Mgmt For Elect Supervisory Board Member to Replace Krzysztof 19 Kluzek Mgmt For 20 Amend Charter Re: Remuneration of Supervisory Board Mgmt For 21 Close Meeting 06/30/04 AGM Prokom Software Sa PLPROKM00013 US7433942072 6/23/2004 0 1 Open Meeting No votes cast- 2 Elect Meeting Chairman Mgmt For Shareblocking 3 Receive Attendance List Restriction 4 Acknowledge Proper Convening of Meeting Mgmt For 5 Approve Agenda of Meeting Mgmt For 6 Elect Members of Election Committee Mgmt For Receive Supervisory Board Report on Financial Statements, Management Board Report, and Allocation 7 of Income Proposal 8 Receive and Approve Management Board Report Mgmt For 9 Receive and Approve Financial Statements Mgmt For 10 Receive and Approve Consolidated Financial Statements Mgmt For Approve Discharge of Management and Supervisory 11 Boards Mgmt For 12 Approve Allocation of Income Mgmt For 13 Amend Statute Mgmt For Authorize Supervisory Board to Incorporate Any 14 Approved Amendments into Text of Statute Mgmt For 04/28/04 AGM Richter Gedeon RT HU0000067624 4/19/2004 0 Receive Directors' Report on 2003 Business 1 Activities of Company No votes cast- 2 Receive Auditors' Report Shareblocking 3 Receive Supervisory Board's Report Restriction 4 Approve Allocation of Income Mgmt For 5 Approve Financial Statements and Annual Report Mgmt For Receive Directors' Report on 2003 Business Activities of Richter Group and Consolidated 6 Financial Statements Mgmt For Receive Auditors' Report on Consolidated Financial 7 Statements Mgmt For Receive Supervisory Board's Report on Consolidated 8 Financial Statements Mgmt For 9 Approve Consolidated Financial Statements Mgmt For Approve 2003 Financial Statements and Consolidated Financial Statements Prepared in Accordance with IAS 10 Standards Approve Applications Submitted to Company by Preference Shareholders for Conversion of Preference 11 Shares into Ordinary Shares Mgmt For Approve Introduction of Ordinary Shares Converted from Preference Shares to Budapest Stock Exchange 12 and Luxembourg Stock Exchange Mgmt For 13 Authorize Share Repurchase Program Mgmt For 14 Amend Articles of Association (Statutes) Mgmt For 15 Approve Consolidated Text of Company's Statutes Mgmt For 16 Elect Directors Mgmt For Approve Remuneration of Directors and Supervisory 17 Board Members Mgmt For Approve Proposal on Appreciation of Board of 18 Directors' Activities in 2003 Mgmt For 19 Elect Supervisory Board Members Mgmt For 20 Approve Remuneration of Supervisory Board Members Mgmt For 21 Elect Statutory Auditor Mgmt For 22 Approve Remuneration of Statutory Auditor Mgmt For 23 Other Business Mgmt For Telekomunikacja Polska 04/29/04 AGM S.A. PLTLKPL00017 4/22/2004 0 No votes cast- 1 Open Meeting Mgmt For Shareblocking 2 Elect Meeting Chairman Mgmt For Restriction 3 Acknowledge Proper Convening of Meeting Mgmt For 4 Approve Agenda of Meeting Mgmt For 5 Elect Members of Election Committee Mgmt For Receive Management Board Report and Financial 6A Statements Receive Management Board's Proposal for Allocation 6B of Income 6C Receive Supervisory Board Report Receive Management Board Report on Company's Capital 6D Group and Consolidated Financial Statements Receive Supervisory Board Report on Company's 6E Capital Group 7A Approve Management Board Report Mgmt For 7B Approve Financial Statements Mgmt For 7C Approve Allocation of Income Mgmt For Approve Management Board Report on Company's Capital 7D Group Mgmt For 7E Approve Consolidated Financial Statements Mgmt For Approve Discharge of Management and Supervisory 7F Boards Mgmt For Amend Articles of Association (Statute) Re: Deputy 8 Chairman of Supervisory Board Mgmt For 9 Adopt Unified Text of Statute Mgmt For Amend Resolution of June 17, 1999 AGM on 10 Remuneration of Supervisory Board Members Mgmt For 11 Elect Supervisory Board Mgmt For 12 Close Meeting Mgmt For TURKCELL ILETISIM 06/04/04 AGM HIZMETLERI TRATCELL91M1 N/A 0 Annual Meeting Agenda No votes cast- 1 Elect Presiding Council of Meeting Mgmt For Shareblocking Authorize Presiding Council to Sign Minutes of Restriction 2 Meeting Mgmt For 3 Elect Directors Directors Appointed During the Year Mgmt For 4 Accept Board and Statutory Reports Mgmt For 5 Accept Financial Statements Mgmt For 6 Approve Discharge of Board and Internal Auditors Mgmt For Elect Internal Auditors and Determine Their 7 Remuneration Mgmt For 8 Approve Allocation of Income Mgmt For Increase Authorized Capital from TRL 500 Trillion to 9 TRL 1.5 Quadrillion Mgmt For 10 Approve Donations Made in Financial Year 2003 Mgmt For 11 Ratify Independent External Auditors Mgmt For Grant Permission for Board Members to be Active in Areas Falling within the Scope of Company's Business and Be Involved with Companies with Similar 12 Corporate Purpose Mgmt For 13 Wishes Unified Energy Systems 06/30/04 AGM Rao US9046882075 5/12/2004 118,000 Approve Annual Report, Financial Statements, and 1 Allocation of Income Mgmt For For Approve Dividends of RUR 0.0469 per Ordinary Share 2 and 0.2283 per Preferred Share Mgmt For For Elect 15 Directors by Cumulative Voting out of 41 Candidates 3.1 Elect Alexander Abramov as Director Mgmt For Against 3.2 Elect Andrei Akimov as Director Mgmt For Against 3.3 Elect Dmitry Bakatin as Director Mgmt For Against 3.4 Elect Grigory Berezkin as Director Mgmt For Against 3.5 Elect Artem Bykov as Director Mgmt For Against 3.6 Elect Andrei Bugrov as Director Mgmt For Against 3.7 Reelect Alexander Voloshin as Director Mgmt For Against 3.8 Elect Dmitry Govorov as Director Mgmt For Against 3.9 Reelect German Gref as Director Mgmt For Against 3.1 Elect Konstantin Grigorishin as Director Mgmt For Against 3.11 Elect Oleg Deripaska as Director Mgmt For Against 3.12 Reelect David Jeovanis as Director Mgmt For Against 3.13 Reelect Valentin Zavadnikov as Director Mgmt For Against 3.14 Reelect Alexander Kazakov as Director Mgmt For Against 3.15 Reelect Sergei Kosarev as Director Mgmt For Against 3.16 Elect Andrei Kravtsov as Director Mgmt For Against 3.17 Elect Svyatoslav Lychagin as Director Mgmt For Against 3.18 Elect Alexei Matveev as Director Mgmt For Against 3.19 Reelect Leonid Melamed as Director Mgmt For Against 3.2 Reelect Andrei Melnichenko as Director Mgmt For Against 3.21 Elect Vyacheslav Novikov as Director Mgmt For Against 3.22 Elect Mikhail Odintsov as Director Mgmt For Against 3.23 Reelect Sergei Popov as Director Mgmt For Against 3.24 Elect Olga Pushkareva as Director Mgmt For Against 3.25 Elect Andrei Rappaport as Director Mgmt For Against 3.26 Elect Vladimir Rashevsky as Director Mgmt For Against 3.27 Reelect Seppo Remes as Director Mgmt For For 3.28 Reelect Yury Sakharnov as Director Mgmt For Against 3.29 Elect Kirill Seleznev as Director Mgmt For Against 3.3 Elect Volfgang Scribov as Director Mgmt For Against 3.31 Elect Mikhail Slobodin as Director Mgmt For Against 3.32 Elect Alexander Sobol as Director Mgmt For Against 3.33 Elect Yakov Urinson as Director Mgmt For Against 3.34 Elect Alisher Usmanov as Director Mgmt For Against 3.35 Elect David Hern as Director Mgmt For Against 3.36 Reelect Victor Khristenko as Director Mgmt For Against 3.37 Reelect Anatoly Chubais as Director Mgmt For Against 3.38 Elect Andrei Sharonov as Director Mgmt For Against 3.39 Elect Ylya Shcherbovich as Director Mgmt For Against 3.4 Reelect Ylya Yuzhanov as Director Mgmt For Against 3.41 Reelect Igor Yusufov as Director Mgmt For Against Elect Members of Inspection Committee (Audit Commission) Elect Leonid Dushanin as Member of Inspection 4.1 Committee (Audit Commission) Mgmt For For Elect Victor Myasnikov as Member of Inspection 4.2 Committee (Audit Commission) Mgmt For For Elect Anatoly Chabunin as Member of Inspection 4.3 Committee (Audit Commission) Mgmt For For Elect Sergei Rumiantsev as Member of Inspection 4.4 Committee (Audit Commission) Mgmt For For Elect Galina Samokhina as Member of Inspection 4.5 Committee (Audit Commission) Mgmt For For 5 Ratify KPMG as Auditors Mgmt For For VOSTOK NAFTA INVESTMENT 09/25/03 EGM LTD SE0000367823 N/A 52,000 1 Elect Chairman of Meeting Mgmt For For 2 Prepare and Approve List of Shareholders Mgmt For For 3 Prepare Agenda Mgmt For For Elect One or Two Persons to Check and Sign the 4 Minutes of the Meeting Mgmt For For 5 Acknowledge Proper Convening of Meeting Mgmt For For Authorize Issuance of Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of 6 60 Million Mgmt For For 7 Other Business (Voting) Mgmt For Against VOSTOK NAFTA INVESTMENT 12/19/03 AGM LTD SE0000367823 With 12/9/2003 52,000 1 Elect Chairman of Meeting Mgmt For For 2 Prepare and Approve List of Shareholders Mgmt For For 3 Approve Agenda of Meeting Mgmt For For Designate Inspector or Shareholder Representative(s) 4 of Minutes of Meeting Mgmt For For 5 Acknowledge Proper Convening of Meeting Mgmt For For 6 Receive Financial Statements and Statutory Reports 7.1 Accept Financial Statements and Statutory Reports Mgmt For For Approve Allocation of Income and Omission of 7.2 Dividends Mgmt For For 7.3 Approve Discharge of Board and President Mgmt For For Determine Number of Members (12) of Board; Determine 8 Number of Auditors Mgmt For For 9 Approve Remuneration of Directors and Auditors Mgmt For For Reelect Adolf Lundin, Lukas Lundin, Anders Aaslund, Kai Hietarinta, Bo Hjelt, Per Mellstroem, Paul Leander-Engstroem, Carl Bildt, and Par Brilioth as Directors; Elect Ian Lundin, Robert Sali, and 10 William Rand as New Directors; Ratify Auditors Mgmt For For 11 Close Meeting SIGNATURES [See General Instruction F] 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) Central Europe & Russia Fund, Inc. By (Signature and Title)* /s/Julian Sluyters ----------------------------------------------- Julian Sluyters, Chief Executive Officer Date 8/18/04 ------- * Print the name and title of each signing officer under his or her signature.