(February 12, 2006) Protesters raise questions inside the meeting about the U.S. investment bank’s involvement in the financing of the Three Gorges dam.

London: Shareholders and environmental activists had their day in the sun at Morgan Stanley Dean Witter & Co.’s annual general meeting, held Tuesday in perennially cloudy London. A shareholder resolution proposing that the U.S. investment bank elect all of its directors annually, rather than through a staggered system, gained a majority of shareholder votes, the company said. Morgan Stanley’s board had recommended shareholders vote against the resolution. A Morgan Stanley executive explained after the meeting that the proposal was non-binding and that the board would consider it in meetings later this year. The resolution, which got the support of 62% of the votes cast, was put forward by Evelyn Y. Davis, a Washington, D.C., shareholder activist who owns 100 Morgan Stanley shares. Davis didn’t attend the meeting in London. Her reasons behind the proposal, as laid out in the company’s proxy statement, were that the majority of New York Stock Exchange listed corporations elect all their directs annually, insuring that “ALL directors will be more accountable to ALL shareholders each year.” Davis has put forward this proposal twice before, Morgan Stanley said. In 2000, a similar resolution garnered just under 50% of votes. The board recommended voting against the proposal because, it said, it believes staggered elections help maintain continuity and stability, and three-year, rather than one-year, terms can help increase the independence of directors, among other reasons. Environmental activists, concerned about Morgan Stanley’s involvement in a number of projects in Asia, also registered their protests both inside and outside the meeting. About a dozen protesters, surrounded by a handful of police and other security, picketed outside of the investment bank’s headquarters in London. Morgan Stanley held the meeting in London to highlight the bank’s commitment to its international operations, it said. Inside the meeting, speaking as a proxy for a shareholder, representatives from environmental groups Friends of the Earth and the International Rivers Network and human rights organizations Students for a Free Tibet and the Free Tibet Campaign asked questions relating to the bank’s financing of some Asian companies.

Dow Jones Newswires, February 12, 2006