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approval and will have no effect on the outcome of the vote for Directors and the advisory vote on executive
compensation.
Can I revoke my proxy or change my vote?
Shareholders of record may revoke their proxies or change their votes
in writing at any time prior to the meeting by sending written notice of revocation to the Corporate Secretary; by voting
again by telephone or via the Internet; by voting in writing if they requested their materials in paper copy; or by voting
in person at the meeting. Attendance in and of itself at the Annual Meeting will not revoke a proxy. For shares you hold
beneficially but not of record, you may change your vote by submitting new voting instructions to your broker or
nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by
attending the meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
At the close of business on March 1, 2012, there were outstanding 156,341,205 shares of common stock (together
with the associated preferred stock purchase rights under the Rights Agreement dated as of July 26, 2006, between the
Corporation and Computershare Investor Services, LLC, as amended). Other than 688 shares of common stock granted
as restricted stock without voting rights, each of the shares of common stock is entitled to one vote. Shareholders do not
have cumulative voting rights with respect to the election of directors.
Based on Schedule 13G filings with the Securities and Exchange Commission (``SEC''), the following table
indicates the beneficial owners of more than 5% of the Corporation's outstanding common stock as of December 31,
2011:
Name and Address
Shares
Percent
of Beneficial Owner
Beneficially Owned
of Class
Janus Capital Management LLC
12,420,716
(1)
7.60
151 Detroit Street
Denver, Colorado 80206
The Vanguard Group
8,787,590
(2)
5.40
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
Blackrock Inc.
8,770,090
(3)
5.39
40 East 52nd Street
New York, New York 10022
(1)
Janus Capital has a direct 94.8% ownership stake in INTECH Investment Management (``INTECH'') and a direct 77.8%
ownership stake in Perkins Investment Management LLC (``Perkins''). Due to the above ownership structure, holdings for Janus
Capital, Perkins and INTECH are aggregated for purposes of this filing. Janus Capital, Perkins and INTECH are registered
investment advisers, each furnishing investment advice to various investment companies registered under Section 8 of the
Investment Company Act of 1940 and to individual and institutional clients (collectively referred to herein as ``Managed
Portfolios'').
As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be the
beneficial owner of 8,991,985 shares or 5.5% of the shares outstanding of Ball Corporation common stock held by such Managed
Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any ownership associated with such rights.
As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Perkins may be deemed to be the beneficial
owner of 1,000 shares or 0.0% of the shares outstanding of Ball Corporation common stock held by such Managed Portfolios.
However, Perkins does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or
sub-adviser to the Managed Portfolios, INTECH may be deemed to be the beneficial owner of 3,427,731 shares or 2.1% of the
shares outstanding of Ball Corporation common stock held by such Managed Portfolios. However, INTECH does not have the
right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims
any ownership associated with such rights.
(2)
229,624 shares with sole voting and shared dispositive power and 8,557,966 shares held with sole dispositive power.
(3)
8,770,090 shares are held with sole dispositive power.
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