Edgar Filing: ABERDEEN AUSTRALIA EQUITY FUND INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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[X] Definitive Proxy Statement
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ABERDEEN AUSTRALIA EQUITY FUND, INC.

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(Name of Registrant as Specified In Its Charter)

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[IAF Logo]

Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
(800) 451-6788

January 30, 2002

Dear Shareholder:

The Annual Meeting of Shareholders is to be held at 2:00 p.m. (Eastern
time), on Thursday, March 21, 2002 at the offices of Prudential Securities
Incorporated, One Seaport Plaza, 35th Floor, New York, New York. A Proxy
Statement regarding the meeting, a proxy card for your vote at the meeting,
and an envelope postage prepaid in which to return your proxy card are
enclosed.

At the Annual Meeting, the holders of the Fund's common stock will elect the
Fund's Class II Directors for a three-year term. In addition, the shareholders
present will hear a report on the Fund. There will be an opportunity to
discuss matters of interest to you as a shareholder.

Your Directors recommend that you vote FOR the election of the Fund's four
nominees to the Fund's Board of Directors.

/s/ Hugh Young
HUGH YOUNG
Chairman

YOU ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS OF
THE SIZE OF YOUR SHAREHOLDING.

ABERDEEN AUSTRALIA EQUITY FUND, INC.

Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 21, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Aberdeen
Australia Equity Fund, Inc. (the "Fund") will be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York,
New York, on Thursday, March 21, 2002, at 2:00 p.m. (Eastern time), for the
following purposes:

(1) To elect four Directors to serve as Class II Directors for a three-year
term; and

(2) To transact any other business as may properly come before the meeting
or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to vote at
the meeting or any adjournment or postponement thereof.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the meeting, the
persons named as proxy holders may propose one or more adjournments of the
meeting, in accordance with applicable law, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the
meeting. The persons named as proxy holders will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of any
proposal and will vote against any such adjournment those proxies to be voted
against that proposal.

By Order of the Board of Directors,

Roy M. Randall, Secretary

Newark, New Jersey
January 30, 2002

IMPORTANT: You are cordially invited to attend the meeting. Shareholders who
do not expect to attend the meeting in person are requested to complete, date
and sign the enclosed proxy card and return it promptly in the addressed
envelope which requires no postage and is intended for your convenience. Your
prompt return of the enclosed proxy card may save the Fund the necessity and
expense of further solicitations to assure a quorum at the meeting. The
enclosed proxy is being solicited on behalf of the Board of Directors of the
Fund.

PROXY STATEMENT

ABERDEEN AUSTRALIA EQUITY FUND, INC.

Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102

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Annual Meeting of Shareholders
March 21, 2002

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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Aberdeen Australia Equity Fund,
Inc., a Maryland corporation (the "Fund"), to be voted at the Annual Meeting
of Shareholders of the Fund (the "Meeting") to be held at the offices of
Prudential Securities Incorporated, One Seaport Plaza, 35th Floor, New York,
New York, on Thursday, March 21, 2002, at 2:00 p.m. (Eastern time). The
approximate mailing date for this Proxy Statement is January 30, 2002 or as
soon as practicable thereafter.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxy card.
Unless instructions to the contrary are marked, proxies received will be voted
FOR the proposal to elect Class II Directors. The appointed proxy holders will
vote in their discretion on any other business as may properly come before the
meeting or any adjournments or postponements thereof. Any proxy may be revoked
at any time prior to its exercise by giving written notice to the Secretary of
the Fund (addressed to the Secretary at the principal executive office of the
Fund, Gateway Center 3, 100 Mulberry Street, Newark, New Jersey 07102).
Shareholders may vote using the enclosed postage pre-paid proxy card.

The presence at the Meeting, in person or by proxy, of the stockholders
entitled to cast a majority of all the votes entitled to be cast at the
Meeting shall be necessary and sufficient to constitute a quorum for the
transaction of business with respect to the Fund. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker non-votes (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular proposal with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present.

Approval of the election of Class II Directors to the Board of Directors
will require the affirmative vote of a majority of the shares of common stock
present in person or by proxy at the Meeting. Abstentions are treated as
present and will have the effect of a vote "against" the proposal. Proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote share
on the proposal will be voted "for" the proposal.

In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve the proposal are not received, the proxy holders may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any adjournment will require the affirmative vote of a majority of those
shares present at the Meeting in person or by proxy. If the necessary quorum
is not obtained, the persons named as proxy holders will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote those proxies
required to be voted "for" the proposal with respect to which insufficient
votes for approval have been received, in favor of such adjournment, and will
vote those proxies required to be voted "against" the proposal, against
adjournment. A shareholder vote may be taken on any proposal prior to
adjournment if sufficient votes have been received for approval of that
proposal.

The Board of Directors has fixed the close of business on January 19, 2002
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment or postponement thereof.
Shareholders on the record date will be entitled to one vote for each share
held. As of January 19, 2002, the Fund had 17,154,498 shares of common stock
outstanding, par value $0.01 per share.

The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.

The Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 2001, and any more recent reports, to
any Fund shareholder upon request. To request a copy, please call or write to
Investor Relations, Aberdeen Asset Management, 45 Broadway, 31st Floor, New
York, New York 10006, Telephone: 1-800-522-5465.

PROPOSAL 1: ELECTION OF CLASS II DIRECTORS

The Fund's By-laws provide that the Board of Directors will be divided into
three classes, as nearly equal in number as possible, each of which, after a
transition period, will serve for three years with one class being elected
each year. Each year the term of office of one class will expire. The Board of
Directors of the Fund, including the Directors who are not interested persons
of the Fund, upon the recommendation of the Fund's Nominating Committee which
is composed entirely of Directors who are not interested persons of the Fund,
has nominated Howard A. Knight, Chris Fishwick, Hugh Young, and Sir David
Rowe-Ham to serve as Class II Directors for a three-year term to expire at the
Annual Meeting of Shareholders to be held in 2005 and until their successors
are duly elected and qualified. Mr. Knight was elected by shareholders to
serve until the 2002 Annual Meeting. Messrs. Fishwick and Young and Sir David
Rowe-Ham were each appointed to the Board by the Board of Directors, including
the Directors who are not interested persons of the Fund, upon the
recommendation of the Fund's Nominating Committee which is composed entirely
of Directors who are not interested persons of the Fund, to fill a vacancy on
the Board of Directors. The nominees have indicated an intention to serve if
elected and have consented to be named in this Proxy Statement.

It is the intention of the persons named on the enclosed proxy card to vote
for the election of the persons listed below under Class II for a three-year
term. The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such inability, the
proxies received will be voted for such substituted nominees as the Board of
Directors may recommend.

The following table sets forth certain information concerning each of the
Fund's nominees for election as a Director and each Director of the Fund. Each
of the Fund's nominees is currently a Director of the Fund.

Shares
Beneficially
Owned and %
of Total
Outstanding
Principal Occupations and Employment for Director on
Name and Address Past Five Years and Other Directorships Age Since 10/31/01(1)
---------------- ---------------------------------------- --- -------- ------------
Class II
(Current Directors and Nominees for a Term Expiring
at the Annual Meeting to be held in 2005)

Chris Fishwick* Mr. Fishwick has been actively involved in the 40 2001 0
One Bow Churchyard investment management and securities industry.
London Since 1991, he has been an investment management
United Kingdom professional with Aberdeen Asset Management PLC
EC4M 9HH (parent company of the Fund's Investment Manager
and Investment Adviser). He has been a Director of
Aberdeen Asset Management PLC since 1995. He has
been a Director of Aberdeen Asset Managers (C.I.)
Limited (the Fund's Investment Manager) since 2001.

Director, Aberdeen Asia-Pacific Income Investment
Company Limited (since 2001); Director, Aberdeen
Asset Managers Jersey Limited (since 1999);
Director, Aberdeen Asset Managers Limited (since
1991); Director, Aberdeen Convertible Income Trust
PLC (alternate) (since 1997); Director, Aberdeen
Graham Asset Management Limited (since 1999);
Director, Aberdeen High Income Trust PLC (since
1994); Director, Aberdeen Preferred Income Trust
PLC (since 1998); Director, Aberdeen Preferred
Securities PLC (since 1998); Director, Aberdeen
Unit Trust Managers Limited (since 1998); Director,
Chaucer PLC (since 1993); Director, European
Technology and Income Company Limited (since 2000);
Director, Jersey Phoenix Trust Limited (alternate)
(since 2000); Director, The Enhanced Zero Trust PLC
(since 1999); Director, Leveraged Income Fund
(since 1999); Director, The Media and Income Trust
PLC (since 2000); Director, Phoenix Aberdeen
International Advisors LLC (since 1996); Director,
The Smaller Companies Investment Trust PLC (since
1990); Director, The Taverners Trust PLC (since
1996); Director, The Technology and Income Trust
Limited (since 1999).

Howard A. Knight Mr. Knight has over 30 years of experience in 59 1993 2,500
421 Glenbrook Road, #2 financial markets and has been actively involved in
Stamford, CT 06906 the Australian financial markets for more than 25
years. From 1991 to 1994, he served as President of
Investment Banking, Equity Transactions and
Corporate Strategy at Prudential Securities. From
1996 to 2001, Mr. Knight served as Vice Chairman
and Chief

Operating Officer of SBS Broadcasting SA (European
television and radio broadcasting), where he was
actively involved in investment management and
capital markets. Mr. Knight is currently an
independent director and management adviser.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1993); Director, Lions Gate Entertainment
Corp. (film production and distribution) (since
1998); Director, SBS Broadcasting SA (since 1993).

Sir David Rowe-Ham Sir David Rowe-Ham has been Chairman and Director of 66 2001 0
140 Piccadilly Brewin Dolphin Holdings PLC, a fund manager and
London stockbroker listed on the L.S.E., since 1992.
United Kingdom W1J7NS
Director, Aberdeen Commonwealth Income Fund, Inc.
(since 2001); Chairman and Director, Roam
Investments Ltd. (investment company) (since 1984);
Chairman and Director, Olayan Europe Ltd.
(international trading and investment) (since
1989); Chairman and Director, Coral Products PLC
(plastics manufacturer) (since 1995); Chairman and
Director, BNP Paribas South Asia Investment Co.
Ltd. (trust management company) (since 1995);
President, The Crown Agents Foundation (Crown
agents) (since 1996); Director, St. David's
Investment Trust PLC (investment trust) (since
1996); Chairman and Director, Aspect Internet
Holdings Ltd. (solutions, design, consultancy)
(since 2000); Director, Chubb plc (security
company) (since 2000).

Hugh Young* Mr. Young has been in the financial services 43 2001 0
21 Church Street business since 1979. He has been an Executive
#01-01 Capital Square Director of Aberdeen Asset Management PLC (parent
Two company of the Fund's Investment Manager and
Singapore 049480 Investment Adviser) since 1991. He has also been
Managing Director of Aberdeen Asset Management Asia
Limited (affiliate of the Fund's Investment Manager
and Investment Adviser) since 1991 and Managing
Director of Aberdeen International Fund Managers
Limited (affiliate of the Fund's Investment Manager
and Investment Adviser) since 2000. He has been
President of the Fund, of Aberdeen Commonwealth
Income Fund, Inc., and of Aberdeen Asia-Pacific
Income Fund, Inc. since 2001. He has been a
Director of Aberdeen Asset Management Limited (the
Fund's Investment Adviser) and Aberdeen Asset
Managers (C.I.) Limited (the Fund's Investment
Manager) since 2001.

Director, Aberdeen Asset Management Holdings Limited
(since 2000); Director, Aberdeen Asia Total Return
(since 1998); Director, Aberdeen Asian Smaller
Companies Investment Trust Limited (since 1995);
Director, Aberdeen Emerging Asia Investment Trust
Limited (since 1990); Director, Aberdeen Asset
Management Asia Limited (since 1991); Director,
Aberdeen India Fund Limited (since 1996); Director,
Aberdeen Islamic Fund Managers Limited (since
2000); Director, Aberdeen New Dawn Investment Trust
PLC (since 1989); Director, Aberdeen New Thai
Investment Trust PLC (since 1989); Director,
Aberdeen International Fund Managers Limited (since
1998); Director, Aberdeen International Management
Ireland Limited (since 2000); Director, Apollo
Europe Fund Limited (since 1996); Director, Apollo
Investment Management Limited (since 1994);
Director, Apollo Hedge Fund Limited (since 1996);
Director, Apollo Japan Fund Limited (since 1995);
Director, Apollo Tiger Fund Limited (since 1994);
Director, Apollo Californian Fund Limited (since
1997); Director, JF Philippine Fund Limited (since
1991); Director, Phoenix Aberdeen International
Advisors LLC (since 1996); Director, Apollo
Protector Fund Limited (since 1994); Director,
Aberdeen Global (since 1998); Director, Aberdeen
PCC Limited (since 2000); Director, Aberdeen
Guernsey Limited (since 1999); Director, The London
Market Fund PLC (since 1999); Director, Murray Goh
Equity Private PTE Limited (since 2001); Director,
Murray Johnstone Asia Limited (since 2000); Senior
Vice President, Phoenix-Aberdeen Series Fund.

Class III
(Term Expiring at the
Annual Meeting to be held in 2003)

David Lindsay Elsum, Mr. Elsum has over 20 years' experience in 64 1985 2,295
A.M.+ investment and insurance markets. He was a member
9 May Grove of the Corporations and Securities Panel of the
South Yarra, Victoria Australian Securities Commission to 2000 and a
3141 member of the Australian Federal Government
Australia Administrative Appeals Tribunal to 2001 and has
been a member of the State of Victoria Regulator-
General Appeal Panel since 2001. Previously, he was
founding Managing Director of Capel Court
Investment Bank and Chairman of Stodart Investment
Pty. Ltd., and subsequently Chief Executive of
major public companies including The MLC Limited
(insurance) and President of the State of Victoria
Superannuation Fund (pension fund management).

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1986), Aberdeen Commonwealth Income Fund,
Inc. (since 1992) and Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986); Chairman,
Audit Victoria (government statutory authority)
(from 1997 to 2000); Chairman, Melbourne Wholesale
Fish Market Pty. Ltd.; Chairman, Queen Victoria
Market Pty. Ltd. (municipal market); Director,
EquitiLink e-Link Fund Limited (investment
company); Director, Financial Planning Association
Limited (industry association); Director, Aberdeen
Leaders Limited (investment company).

Laurence S. Freedman* Mr. Freedman has over 35 years of experience in 58 1985 4,000
25 Lime Street, Suite funds management, with a focus on global investment
405 analysis. Prior to founding EquitiLink in 1981, he
Sydney, N.S.W. 2000 was Director of Investments at BT Australia
Australia Limited. Mr. Freedman's areas of fund management
specialization include investment in resource and
development companies, international economies and
the geo-political impact on investment markets. He
was Chairman and Vice President of the Fund to
2001. He was founder of the Fund's Investment
Adviser and, until December 2000, he was Joint
Managing Director of the Fund's Investment Adviser
and a Director of the Fund's Investment Manager.

Vice President (from 1986 to 2001), Director (from
1986 to 2000), and Chairman (from 1995 to 2000),
Aberdeen Asia-Pacific Income Fund, Inc.; Chairman
and Director (since 1992) and President (from 1992
to 2001) of Aberdeen Commonwealth Income Fund,
Inc.; Joint Managing Director, Aberdeen Asia-
Pacific Income Investment Company Limited (from
1986 to 2001); Director, EquitiLink Limited
(holding company) (from 1986 to 2000); Director,
EquitiLink Holdings Limited (holding company)
(since 1998); Chairman (since 1987) and Joint
Managing Director (from 1987 to 2000), Aberdeen
Leaders Fund (investment company); Joint Managing
Director (from 1994 to 2000) and Director (since
1994), EquitiLink eLink Limited (investment
company); Director, Ten Network Holdings Limited
(television network) (since 1998); Director, EIML
Australia Pty. Limited (investment company).

Peter J. O'Connell Mr. O'Connell is involved in modern technology 48 1999 0
3 Spring Street developments and has extensive business experience
Suite 8, Level 6 in the Asian region. Mr. O'Connell is also admitted
Sydney, N.S.W. 2000 as a solicitor in Australia. He has been Chief
Australia Executive Officer of Smart Device Marketing Company
since 2001.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1999); Chief Executive Officer, Ten Ventures
Pty. Ltd. (establishment of media-based internet
businesses) (1999 to 2000); Consultant, Rogny Pty.
Ltd. (technology) (1999); Chief of Operations,
Consolidated Press Holdings Pty. Ltd. (supervision
of private equity investments) (1997 to 1999);
Chief Executive Officer, Hargrave Consultants Pty.
Ltd. (technology consulting) (1994-1996).

William J. Mr. Potter has extensive experience in investment 53 1985 1,000
Potter+(degrees) banking and fund management, including senior
236 West 27th Street positions with Toronto Dominion Bank, Barclays Bank
New York, NY 10001 PLC and Prudential Securities, Inc. as well as
board of director positions with investment funds
involving over $20 billion in assets since 1983.
Mr. Potter has been involved in the Australian
capital markets since 1974, including management
and board of director positions with a noted
Australian brokerage house. Mr. Potter is President
of a U.S. investment bank and has securities
licenses in the U.S. and Canada. Mr. Potter also
has extensive securities underwriting experience in
various capital markets with an emphasis on natural
resources.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1986), Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986) and
Aberdeen Commonwealth Income Fund, Inc. (since
1992); President, Ridgewood Group International
Ltd. (international consulting and merchant banking
company) (since 1989); President, Ridgewood Capital
Funding, Inc. (private placement securities firm)
(since 1989); Director, International Panorama,
Inc. (mining) (since 1994); Director, National
Foreign Trade Counsel (trade association) (since
1985); Director, Alexandria Bancorp (banking group
in Cayman Islands) (since 1991); Director, Vanstone
Investments (software) (since 1990); Director, E.C.
Power, Inc. (energy company) (since 1996);
Director, Serapec S.A. (energy company) (since
1996).

Shares
Beneficially
Owned and %
of Total
Outstanding
Principal Occupations and Employment for Director on
Name and Address Past Five Years and Other Directorships Age Since 10/31/01(1)
---------------- ---------------------------------------- --- -------- ------------
Class I
(Term Expiring at the
Annual Meeting to be held in 2004)

Anthony E. Aaronson++ Mr. Aaronson has extensive experience in the 65 1985 1,500
116 South Anita Avenue management of private investments. He served as
Los Angeles, CA 90049 Chairman of the Audit Committee of the Fund from
inception of the Fund until 2000. He was Vice
President of the Textile Association of Los Angeles
from 1996 to 1998.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1986); Tony Aaronson Textiles (since 1992).

Neville J. Mr. Miles has over 20 years of international 55 1996 2,000
Miles+(degrees) investment banking experience. He was formerly head
2 Paddington Street of Corporate Treasury at Westpac Banking
Paddington, N.S.W. 2021 Corporation and Managing Director of Ord Minnett
Australia Securities Limited (stockbrokers). Mr. Miles has
extensive experience in the areas of corporate
acquisitions and equity offerings. He is currently
an investor and real estate developer.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1996); Director, Aberdeen Commonwealth
Income Fund, Inc. (since 1999); Director, Aberdeen
Asia-Pacific Income Investment Company Limited;
Chairman and Director, MTM Funds Management Limited
(property trust) (since 1998); Director, Aberdeen
Leaders Limited (investment company); Director,
EquitiLink eLink Limited (investment company);
Executive Director, EL&C Ballieu Limited
(stockbroker) (from 1994 to 1997).

Peter D. Sacks++ Mr. Sacks' career has spanned 20 years in executive 56 1999 250
445 King Street West, positions in treasury management with CIBC, Chase
4th Floor Manhattan Bank and Midland Bank. He is currently
Toronto, Ontario M5V 1K4 President and Director of Toron Capital Markets,
Canada Inc., a company which he established in 1988 to
design and manage customized hedging solutions for
institutional clients with commodity risks and
currency and interest rate exposures.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1993); Director, Aberdeen Commonwealth
Income Fund, Inc. (since 1992); Director, Aberdeen
Asia-Pacific Income Investment Company Limited
(since 1998).

John T. Mr. Sheehy has over 30 years' experience in 59 1985 5,000
Sheehy++(degrees) investment banking with companies such as J.P.
560 Sylvan Avenue Morgan & Company and Bear, Stearns & Co. Inc. His
Englewood Cliffs, NJ specialty areas include securities valuation,
07632 public offerings and private placements of debt and
equity securities, mergers and acquisitions and
management buyout transactions. He has been Senior
Managing Director of B.V. Murray and Company
(investment banking) since 2001.

Director, Aberdeen Asia-Pacific Income Fund, Inc.
(since 1986), Aberdeen Commonwealth Income Fund,
Inc. (since 1992) and Aberdeen Asia-Pacific Income
Investment Company Limited (since 1986); Member,
The Value Group LLC (private equity) (since 1997);
Director, Video City, Inc. (video retail
merchandising) (since 1997).

-------
* Directors considered by the Fund and its counsel to be persons who are
"interested persons" (which as used in this Proxy Statement is as
defined in the Investment Company Act of 1940, as amended (the "1940
Act")) of the Fund or of the Fund's Investment Manager or Investment
Adviser. Mr. Freedman is deemed to be an interested person because of
his ownership of securities of Aberdeen Asset Management PLC, the
parent company of the Fund's Investment Manager and Investment
Adviser. Messrs. Fishwick and Young are deemed to be interested
persons because of their affiliation with the Fund's Investment
Manager and Investment Adviser. See "Further Information Regarding
Directors and Officers--Relationship of Directors or Nominees with the
Investment Adviser and the Investment Manager."
+ Messrs. Elsum, Miles and Potter are members of the Contract Review
Committee.
++ Messrs. Aaronson, Sacks and Sheehy are members of the Audit and
Valuation Committee .
(degrees) Messrs. Miles, Potter and Sheehy are members of the Nominating
Committee.
(1) The information as to beneficial ownership as of October 31, 2001 is
based on statements furnished to the Fund by the Directors and
nominees. All shares listed in this table were owned with sole voting
and investment power. The Directors of the Fund representing the
common stock, as a group, owned less than one percent of the total
shares of common stock outstanding as of October 31, 2001.

Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."

The Board of Directors recommends that shareholders vote FOR the election of
the Fund's four nominees to the Fund's Board of Directors.

FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Section 30(h) of
the 1940 Act, as applied to the Fund, require the Fund's officers, Directors,
the Investment Manager and Investment Adviser, affiliates of the Investment
Manager or Investment Adviser, and persons who beneficially own more than 10%
of a registered class of the Fund's outstanding securities ("Reporting
Persons") to file reports of ownership of the Fund's securities and changes in
such ownership with the Securities and Exchange Commission and the American
Stock Exchange. Such persons are required by Securities and Exchange
Commission regulations to furnish the Fund with copies of all such filings.

Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end
reports were required for those persons, and except as provided in the
following sentences, the Fund believes that during the fiscal year ended
October 31, 2001, its Reporting Persons complied with all applicable filing
requirements. Following the acquisition of the Investment Adviser and the
Investment Manager by Aberdeen Asset Management PLC, Messrs. Martin Gilbert,
Hugh Young, Chris Fishwick, Christian Pittard, Richard Fabricius, Vincent
Parrott, and Ms. Ouma Sananikone, who became "affiliated persons" of the
Investment Manager and the Investment Adviser, filed Form 3 Initial Statements
of Beneficial Ownership of the Fund's securities subsequent to 10 day period
specified in the Form. Messrs. James Blair, Joe Tham, Chong Yoon-Chou and
Charles Macrae, and Ms. Melissa Hall, who subsequently became "affiliated
persons" of the Investment Adviser, filed Form 3 Initial Statements of
Beneficial Ownership of the Fund's securities subsequent to the 10 day period
specified in the Form.

Committees and Board of Directors Meetings. The Board of Directors has a
standing Audit and Valuation Committee, composed entirely of Directors who are
not "interested persons" of the Fund or the Fund's Investment Manager or
Investment Adviser, within the meaning of the 1940 Act, and who are
"independent" as defined in the American Stock Exchange listing standards. The
Audit and Valuation Committee reviews both the audit and non-audit work of the
Fund's independent public accountants, submits recommendations to the Board of
Directors as to the selection of independent public accountants, and reviews
compliance of the Fund with regulations of the Securities and Exchange
Commission and the Internal Revenue Service, and other related matters.

The Fund adopted an Audit Committee Charter on March 16, 2000, and on
December 11, 2001 amended this charter to be an Audit and Valuation Committee
Charter. The Audit and Valuation Committee has received the written
disclosures and the letter required by Independence Standards Board Standard
No. 1 from PricewaterhouseCoopers LLP ("PwC"), the Fund's independent
accountants, and has discussed with PwC its independence. The Audit and
Valuation Committee has also reviewed and discussed the audited financial
statements with Fund management and PwC, and discussed certain matters with
PwC required to be discussed by Statements on Auditing Standards No. 61. Based
on the foregoing, the Audit and Valuation Committee recommended to the Board
of Directors that the Fund's audited financial statements be included in the
Fund's Annual Report to Shareholders for the fiscal year ended October 31,
2001. The members of the Fund's Audit and Valuation Committee are Messrs.
Anthony E. Aaronson, Peter D. Sacks, and John T. Sheehy.

The Board of Directors also has a standing Contract Review Committee,
composed entirely of Directors who are not "interested persons" of the Fund or
the Fund's Investment Manager or Investment Adviser within the meaning of the
1940 Act. The Contract Review Committee reviews and makes recommendations to
the Board with respect to entering into, renewal or amendment of the
Management Agreement, the Advisory Agreement, the Administration Agreement,
the Investor Relations Services Agreement and other agreements. The members of
the Fund's Contract Review Committee are Messrs. David L. Elsum, Neville J.
Miles and William J. Potter.

The Board of Directors also has a standing Nominating Committee, composed
entirely of Directors who are not "interested persons" of the Fund or the
Fund's Investment Manager or Investment Adviser within the meaning of the 1940
Act. The Nominating Committee considers candidates for service as Fund
directors and remuneration to be paid to Fund

directors. The Nominating Committee will not consider nominees recommended by
security holders. The members of the Fund's Nominating Committee are Messrs.
Neville J. Miles, William J. Potter and John T. Sheehy.

During the Fund's fiscal year ended October 31, 2001, the Board of Directors
held four regularly scheduled meetings and one special meeting, the Audit
Committee held two meetings, the Contract Review Committee held one meeting,
and the Nominating Committee held one meeting. Each of the Directors then in
office attended at least 75% of the aggregate number of meetings of the Board
of Directors and of all the Committees of the Board on which he served.

Officers of the Fund. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors, are as follows: Hugh Young (age 43),
President (since 2001); Christian Pittard (age 28), Treasurer and Assistant
Secretary (since 2001); Michael Karagianis (age 38), Assistant Vice President
(since 2001); Beverley Hendry (age 48), Assistant Treasurer (since 2001);
Simon Bignell (age 40), Assistant Treasurer (since 2001); Timothy Sullivan
(age 40), Assistant Treasurer (since 2001); Jack Benintende (age 37),
Assistant Treasurer (since 2000); Roy M. Randall (age 65), Secretary (since
inception); Allan S. Mostoff (age 69), Assistant Secretary (since inception);
Sander M. Bieber (age 51), Assistant Secretary (since 1999); and Margaret A.
Bancroft (age 63), Assistant Secretary (since 1989).

The respective principal occupations and employment during the past five
years of the Fund's officers are as follows: Hugh Young, as set forth above
under "Proposal to Elect Class II Directors;" Christian Pittard, Managing
Director (since 2001) of the Fund's Investment Manager, Treasurer and
Assistant Secretary (since 2001) of Aberdeen Commonwealth Income Fund, Inc.,
Aberdeen Australia Equity Fund, Inc. and Aberdeen Asia-Pacific Income Fund,
Inc., Managing Director (since 1998) of Aberdeen Graham Asset Management Ltd.
(affiliate of the Fund's Investment Manager and Investment Adviser), Chartered
Accountant (1994-1998), KPMG; Michael Karagianis, Assistant Vice President
(since 2001) of Aberdeen Commonwealth Income Fund, Inc., Aberdeen Australia
Equity Fund, Inc. and Aberdeen Asia-Pacific Income Fund, Inc., Director of
Economics and Investment Strategy (since 1999) of the Fund's Investment
Adviser, Director of Portfolio Investment (1995-1999) of County Investment
Management; Beverley Hendry, Executive Director (since 1991) of Aberdeen Asset
Management PLC (parent company of the Fund's Investment Manager and Investment
Adviser), Director (since 2001) of the Fund's Investment Manager, Chief
Executive Director (since 1995) of Aberdeen Fund Managers, Inc. (affiliate of
the Fund's Investment Manager and Investment Adviser), Director (since 2001)
of Aberdeen Asia-Pacific Income Fund, Inc.; Simon Bignell, Director (since
2001) of the Fund's Investment Manager, Director (1995-2001) of Kleinwort
Benson (Jersey) Fund Managers Limited (fund administration); Timothy Sullivan,
Managing Director (since 1999) of EquitiLink USA, Inc. (doing business under
the name Aberdeen Asset Management) (investor relations service provider and
affiliate of the Fund's Investment Manager), Vice President (1997-1999) of the
Bank of New York; Jack Benintende, Vice President (since 2000) of Prudential
Investments LLC, the Fund's Administrator, Senior Manager (1998-2000) and
Manager (1995-1998), PricewaterhouseCoopers LLP; Roy M. Randall, Partner of
Stikeman, Elliott (law firm); Allan S. Mostoff, Sander M. Bieber and Margaret
A. Bancroft, Partners of Dechert (law firm).

Messrs. Hugh Young and Christian Pittard serve as executive officers of the
Fund. As of October 31, 2001, the executive officers of the Fund owned no
shares of the Fund.

Relationship of Directors or Nominees with the Investment Adviser and the
Investment Manager. Aberdeen Asset Managers (C.I.) Limited serves as
investment manager to the Fund (the "Investment Manager") and Aberdeen Asset
Management Limited serves as investment adviser to the Fund (the "Investment
Adviser") pursuant to a management agreement dated December 22, 2000 and an
advisory agreement dated December 22, 2000, respectively. The Investment
Manager is a Jersey, Channel Islands corporation organized in October 1985
with its registered office located at 17 Bond Street, St. Helier, Jersey,
Channel Islands. The Investment Adviser is a wholly-owned subsidiary of
Aberdeen Asset Management Holdings Limited ("AAMHL"), an Australian
corporation. The registered offices of the Investment Adviser and AAMHL are
located at Level 6, 201 Kent Street, Sydney, N.S.W., Australia. Both the
Investment Manager and AAMHL are wholly-owned subsidiaries of Aberdeen Asset
Management PLC, a United Kingdom corporation. The registered offices of
Aberdeen Asset Management PLC are located at One Albyn Place, Aberdeen,
Scotland AB10 1YG.

Mr. Hugh Young, a Director and President of the Fund, also serves as a
director of the Investment Manager and the Investment Adviser, and as an
Executive Director of Aberdeen Asset Management PLC, the parent of the
Investment Manager and the Investment Adviser. Mr. Young is a shareholder of
Aberdeen Asset Management PLC. Mr. Chris Fishwick, a Director of the Fund,
also serves as a director of the Investment Manager and a Director of Aberdeen
Asset Management PLC. Mr. Fishwick is a shareholder of Aberdeen Asset
Management PLC. In January 2002, Mr. Fishwick purchased, in an initial public
offering, convertible bonds issued by Aberdeen Asset Management PLC in the
aggregate nominal amount of (Pounds)1,500,000. The purchase price for these
bonds was $2,173,500.

Under the terms of an Investor Relations Services Agreement, EquitiLink USA,
Inc. (doing business under the name Aberdeen Asset Management), a wholly-owned
subsidiary of the Investment Manager, provides investor relations services to
the Fund for a monthly retainer of $5,000.

On December 22, 2000, all of the shares of the Investment Manager, of the
parent of the Investment Adviser, and of EquitiLink International (Channel
Islands) Limited ("EICIL") were transferred to Aberdeen Asset Management PLC,
pursuant to a Share Sale Agreement between Aberdeen on the one side, and
entities of which Messrs. Laurence S. Freedman and Brian M. Sherman are the
principal shareholders, and the shareholders of EICIL, on the other side.
Total consideration for the sale was US $80 million, subject to certain
adjustments. The consideration was paid in a combination of cash and
preference shares issued by Aberdeen. At the time of the execution of the
Share Sale Agreement, Messrs. Freedman and Sherman were directors and the
principal shareholders of the Investment Manager, and also served as,
respectively, Joint Managing Director, and Joint Managing Director and
Chairman, of the Investment Adviser. In connection with this sale, Messrs.
Freedman and Sherman resigned as Joint Managing Directors of the Investment
Adviser and as directors of the Investment Manager.

Compensation of Directors and Certain Officers. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
2001. Officers of the Fund and Directors who are interested persons of the
Fund do not receive any compensation from the Fund or any other fund in the
fund complex. In the column headed "Total Compensation From Fund and
Associated Funds Paid to Directors," the number in parentheses indicates the
total number of boards in the fund complex on which the Director serves or
served at any time during the fiscal year ended October 31, 2001. In June
2001, the Board of Directors, upon the recommendation of the Fund's Nominating
Committee, approved an increase in the fees payable to each non-interested
director of the Fund from a $7,500 per year retainer fee, a fee of $1,000 per
meeting for attendance at in-person Board meetings, and a fee of $1,000 per
meeting for attendance at telephonic Board meetings, to an aggregate fee of
$16,000 per year. Members of the Fund's Audit Committee, Contract Review
Committee, and Nominating Committee receive a fee of $500 per committee
meeting attended, and the Chairman of each of these Committees receives an
additional fee of $500 per committee meeting attended.

Compensation Table
Fiscal Year Ended 10/31/01

Total
Pension or Estimated Compensation
Retirement Annual From Fund and
Aggregate Benefits Accrued Benefits Associated Funds
Compensation As Part of Fund Upon Paid to
Name of Director From Fund Expenses Retirement Directors
---------------- ------------ ---------------- ---------- ----------------

Anthony E. Aaronson..... $16,750 N/A N/A $39,125(2)
David Lindsay Elsum..... $16,250 N/A N/A $53,625(3)
Chris Fishwick.......... $ 0 N/A N/A $ 0(1)
Laurence S. Freedman++.. $ 0 N/A N/A $ 0(3)
Michael R. Horsburgh*... $ 1,875 N/A N/A $ 1,875(1)
Harry A. Jacobs, Jr.*... $ 0 N/A N/A $ 0(2)
Howard A. Knight........ $15,750 N/A N/A $37,125(2)
Richard H. McCoy*....... $ 3,375 N/A N/A $ 3,375(1)
Neville J. Miles........ $16,750 N/A N/A $54,125(3)
Peter O'Connell......... $15,750 N/A N/A $37,125(2)
William J. Potter....... $16,250 N/A N/A $55,625(3)
Sir David Rowe-Ham...... $12,875 N/A N/A $24,208(2)
Peter D. Sacks.......... $16,250 N/A N/A $55,125(3)
John T. Sheehy.......... $17,750 N/A N/A $57,125(3)
Brian M. Sherman*....... $ 0 N/A N/A $ 0(3)
Hugh Young.............. $ 0 N/A N/A $ 0(2)

-------
++ Mr. Freedman is paid consulting fees by the Fund's Investment Manager equal
to the fees paid to independent directors of funds of which Mr. Freedman is
a director in the fund complex. For the fiscal year ended October 31, 2001,
the amount of the consulting fees paid to Mr. Freedman was an aggregate of
$23,560 with respect to the two funds of which Mr. Freedman is a director
in the fund complex, of which $11,690 was paid with respect to the Fund.

* Messrs. Horsburgh, Jacobs, McCoy, and Sherman resigned from the Board of
Directors effective December 2000.

INFORMATION REGARDING INDEPENDENT ACCOUNTANTS

The Board of Directors of the Fund, upon recommendation of the Audit and
Valuation Committee, has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the financial statements of the Fund for the fiscal year
ending October 31, 2002.

During the fiscal year ended October 31, 2001, the fees for services
rendered by PwC were:

Financial Information Systems Design All Other
Audit Fees and Implementation Fees Fees*
---------- ------------------------------------ ---------

$69,915 $ None $5,000

-------
* This amount includes fees for services rendered by PwC to the Fund, the
Investment Manager and Investment Adviser, and entities controlling,
controlled by, or under common control with, the Investment Manager and
Investment Adviser that provide services to the Fund.

The Audit and Valuation Committee of the Fund has reviewed information
presented by the Fund's independent accountants that addressed the matters set
forth in Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees, and considered whether the provision of non-audit
services to the Fund and of professional services to the Fund's adviser and to
entities controlling, controlled by, and under common control with, the Fund's
adviser that provide services to the Fund is compatible with maintaining the
independence of the Fund's independent accountants.

Representatives from PwC are expected to be present at the Meeting and will
have the opportunity to respond to questions from shareholders and to make a
statement if they so desire.

The Fund knows of no direct or indirect interest of PwC in the Fund.

ADDITIONAL INFORMATION

Administrator. The Fund's administrator is Prudential Investments LLC,
Gateway Center 3, 100 Mulberry Street, Newark, NJ 07102.

Expenses. The expense of preparation, printing and mailing of the enclosed
proxy card and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview. Such solicitation may be conducted by, among others,
officers, Directors and employees of the Fund, the Investment Manager, the
Investment Adviser or State Street Bank and Trust Company, the Transfer Agent
of the Fund. Georgeson Shareholder Communications, Inc. ("Georgeson") may be
retained to assist in the solicitation of proxies. If retained, Georgeson will
be paid approximately $3,500 by the Fund and the Fund will reimburse Georgeson
for its related expenses.

Solicitation and Voting of Proxies. Solicitation of proxies is being made
primarily by the mailing of this Proxy Statement with its enclosures on or
about January 30, 2002. As mentioned above, Georgeson may be engaged to assist
in the solicitation of proxies. As the meeting date approaches, certain
shareholders of the Fund may receive a call from a representative of Georgeson
if the Fund has not yet received their vote. Authorization to permit Georgeson
to execute proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. Management of the Fund believes that these procedures are reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately determined.

In all cases where a telephonic proxy is solicited, the Georgeson
representative is required to ask the shareholder for such shareholder's full
name, address, social security number or employer identification number, title
(if the person giving the proxy is authorized to act on behalf of an entity,
such as a corporation), the number of shares owned and to confirm that the
shareholder has received the Proxy Statement in the mail. If the information
solicited agrees with the information provided to Georgeson by the Fund, then
the Georgeson representative has the responsibility to explain the process,
read the proposals listed on the proxy card, and ask for the shareholder's
instructions on each proposal. The Georgeson representative, although he or
she is permitted to answer questions about the process, is not permitted to
recommend to the shareholder how to vote, other than to read any
recommendation set forth in the Proxy Statement. Georgeson will record the
shareholder's instructions on the card. Within 72 hours, Georgeson will send
the shareholder a letter or mailgram to confirm the shareholder's vote and
asking the shareholder to call Georgeson immediately if the shareholder's
instructions are not correctly reflected in the confirmation.

If a shareholder wishes to participate in the Meeting of shareholders, but
does not wish to give a proxy by telephone, such shareholder may still submit
the proxy card originally sent with the Proxy Statement or attend in person.
Any proxy given by a shareholder, whether in writing, by telephone or via the
internet, is revocable. A shareholder may revoke the accompanying proxy or a
proxy given telephonically or via the internet at any time prior to its use by
filing with the Fund a written revocation or duly executed proxy bearing a
later date. In addition, any shareholder who attends the Meeting in person may
vote by ballot at the Meeting, thereby canceling any proxy previously given.

Beneficial Ownership; Change of Control. To the best of the Fund's
knowledge, based upon filings made with the Securities and Exchange
Commission, as of January 18, 2001, the only beneficial owner of more than
five percent of the voting securities of the Fund is:

Name and Address of Number of Shares Percent of
Title of Class Beneficial Owner Beneficially Owned Class
-------------- ------------------- ------------------ ----------

Common Stock, Mira, L.P. 5,317,461 31.0%
par value Zurich Capital Markets, Inc.,
$0.01 its General Partner
per share One Chase Manhattan Plaza
New York, New York 10005

On January 18, 2001, Mira L.P. ("Mira") acquired an aggregate of 2,742,461
shares of common stock of the Fund from EquitiLink Holdings Limited,
EquitiLink Limited, EquitiLink International Management Limited and EquitiLink
USA, Inc. (collectively, the "Sellers"), pursuant to the Stock Purchase
Agreement dated as of November 10, 2000 by and between Mira and the Sellers
(the "Mira Agreement"). The aggregate purchase price paid by Mira for these
shares was $16,891,914.28. According to a report on Schedule 13D filed by Mira
with the Securities and Exchange Commission on February 12, 2001, Mira paid
the purchase price for these shares from its working capital. At the time of
the execution of the Mira Agreement, Messrs. Laurence S. Freedman and Brian M.
Sherman were the principal shareholders, directly or indirectly, of each of
the Sellers.

As part of the Mira Agreement, and as disclosed to shareholders in a
supplement dated November 16, 2000 to the Fund's proxy statement with respect
to a proposal (the "Proposal") to approve a new investment management
agreement and a new investment advisory agreement at a meeting of shareholders
held on November 30, 2000, Mira agreed to vote all the Fund shares it then
owned in favor of the Proposal. Mira also agreed not to solicit proxies in
opposition to the Proposal or, prior to the stock sale, to attempt to
influence Fund management or policies or to take or support any action
opposing the Proposal. Mira also acknowledged that the shares it acquired
under the Mira Agreement will be subject to certain legal restrictions
regarding their further sale.

Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 2003 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the Secretary of
the Fund at the office of the Fund, Gateway Center 3, 100 Mulberry Street,
Newark, New Jersey 07102, and such proposal must be received by the Secretary
no later than October 2, 2002.

Shareholders wishing to present proposals at the Annual Meeting of
Shareholders of the Fund to be held in 2003 which they do not wish to be
included in the Fund's proxy materials must send written notice of such
proposals to the Secretary of the Fund at the office of the Fund, Gateway
Center 3, 100 Mulberry Street, Newark, New Jersey 07102, and such notice must
be received by the Secretary no sooner than November 21, 2002 and no later
than December 21, 2002 in the form prescribed in the Fund's By-Laws.

OTHER BUSINESS

The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named on the enclosed
proxy card to vote such proxies on such matters in accordance with their best
judgment.

By Order of the Board of Directors,

Roy M. Randall, Secretary

Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
January 30, 2002

PROXY PROXY

ABERDEEN AUSTRALIA EQUITY FUND, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders - March 21, 2002

The undersigned hereby appoints Beverley Hendry, William J. Potter, and Timothy
Sullivan, and each of them, the proxy holders of the undersigned, with power of
substitution to each of them, to vote all shares of the common stock of Aberdeen
Australia Equity Fund, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of Aberdeen Australia Equity Fund, Inc. to be
held at the offices of Prudential Securities Incorporated, One Seaport Plaza,
New York, New York on March 21, 2002 at 2:00 p.m. (Eastern time), and at any
adjournment or postponement thereof. By signing this proxy card on the reverse
side, the undersigned authorizes the appointed proxy holders to vote in their
discretion on any other business which may properly come before the meeting or
any adjournments or postponements thereof.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

---------------------------------- -------------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
ABERDEEN AUSTRALIA EQUITY FUND, INC.
--------------------------------------------------------------------------------

COMMON STOCK

Mark box at right if an address change or comment has been noted [ ]
on the reverse side of this card.

-----------------------------
Date
-----------------------------

Please be sure to sign and date this Proxy.
--------------------------------------------------------------------------------

Shareholder sign here _______________ Co-owner sign here ________________

This proxy, when properly executed, will be voted in the manner directed. If no
direction is made, this proxy will be voted FOR Item 1.

(1) The election of four Directors to serve as
Class II Directors for a three-year term:

For All For All
Nominees Withhold Except

Howard A. Knight [ ] [ ] [ ]

Chris Fishwick [ ] [ ] [ ]

Hugh Young [ ] [ ] [ ]

Sir David Rowe-Ham [ ] [ ] [ ]

NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S).
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).

The appointed proxy holders will vote in their discretion on any other business
as may properly come before the meeting or any adjournments or postponements
thereof.

RECORD DATE SHARES: