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Except while the expressed by the footnote and you may subject to area property regulations,in which relevant, to your degree the newest persons entitled in the desk below features just voting and you will financing power regarding all of the sharesof popular stock that will be revealed since the beneficially belonging to him or her. The new recognition out of Proposal3 necessitates the affirmative “FOR” choose away from a lot of the total ballots cast personally or represented from the proxy during the annualmeeting. Abstentions and you may broker low-votesare maybe not considered getting ballots cast, are not within the tabulation out of voting overall performance on this proposal and does not affect the outcomeof voting to your Offer step three. The newest Audit Committee overseesour bookkeeping and you may economic reporting processes on the account of the Board. Administration has primary duty in regards to our monetary comments,financial revealing processes and you can internal control over financial revealing. The newest separate auditors have the effect of undertaking anindependent audit of our financial statements in accordance with the standards of the Personal Business Accounting Oversight Board (UnitedStates).

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