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Rules And Procedures For The Conduct Of Annual Stockholder Meetings

XYZ Corporation welcomes you to its 20th Annual Meeting of Stockholders. In fairness to all stockhold- ers in attendance, and in order to provide stockhold- ers an opportunity to be heard – and in the interest of conducting an orderly meeting, within a reasonable time period – we require you to honor the following rules of conduct:

  1. All stockholders and proxy holders must register at the reception desk and show valid identifica- tion as a stockholder or as a proxy holder before entering the meeting room.
  2. The taking of photographs and the use of audio or video recording equipment is prohibited without the express consent of XYZ Co. Also, please be sure to silence all cell phones, i-phones, blackber- rys and similar electronic devices.
  3. Subject to the discretion of the Chairman of the Meeting, the meeting will follow the Agenda that was provided as you entered the meeting room.
  4. Only stockholders of record on  the  record  date for the Meeting, [enter date] or their proxy hold- ers may address the meeting.
  5. All questions and comments should be directed to the Chairman of the Meeting, who will either re- spond directly, or invite another officer [or direc- tor] of XYZ to respond.
  6. If you wish to address the Meeting, please raise your hand. Upon being recognized by the Chair- man, please wait for a microphone. Then, state your name, your status as a stockholder or proxy holder, and present your question. Please try to do so as concisely as you can.
  7. In order to use the time of all attendees as ef- fectively  as  possible,  we  will  handle  the  official business of the meeting first, as outlined on the Agenda. We ask you to confine questions or com- ments strictly to the matter that is under consid- eration. There will be a separate question and an- swer period about other matters that may be of concern to attendees after the voting on propos- als. We plan to conclude the Meeting by [  ].
  8. There are [X] management proposals and [Y] shareholder proposals to be voted on. Each share- holder proponent will have [two] minutes to intro- duce their proposal or make a statement in sup- port of it. The management position is already stated in the proxy materials you received.
  9. Other shareholders who may  wish  to  comment on a proposal will have up to [two] minutes each. Please permit each speaker the courtesy of con- cluding his or her remarks without interruption. We have allotted a maximum of [X] minutes for discussion of each matter to be voted on.
  10. To allow as many shareholders to be heard from as possible, we ask attendees who have already asked a question to allow others who raise their hands [or queue up for the microphone] to speak first – and to limit their own questions and or comments [during the official business session?] to a maximum of three.

The views and concerns of all shareholders are welcome; however, the business purpose of the meeting will be strictly observed, and the Chair- man or Secretary  may  rule  the  following  kinds of questions or comments as out of order: ques- tions that are not related to the business at hand; questions that are irrelevant to the business of the company; questions relating to pending or threat- ened litigation; comments or questions that are derogatory in nature, or related to personal mat- ters or personal grievances.