VOTING TRUST EXTENSION AGREEMENT
Exhibit 1
VOTING TRUST EXTENSION AGREEMENT
THIS AGREEMENT entered into as of January 18, 2019 by and among those holders of Common Shares of SIFCO Industries, Inc. executing and delivering this Agreement (“Shareholders”) and XXXXXX X. XXXXXXX and XXXXXXX X. XXXXX, III, as Trustees and their successors in trust (said named Trustees and their successors being hereinafter called the “Trustees”);
WITNESSES THAT:
As of February 1, 2017 certain shareholders of SIFCO Industries, Inc. (the “Company”) entered into a Voting Trust Agreement (the “Trust Agreement”) with respect to their shares of Common Stock in the Company; and
Pursuant to Section 14 of the Trust Agreement, the term of Trust Agreement may be extended for an additional period not to exceed two years upon the concurrence of the holders of Trust Certificates representing not less than 85% of the 1,819,674 shares deposited under the Trust Agreement, (after giving effect to stock dividends issued subsequent to the date of the Trust Agreement, the “Trust Shares”); and
The shareholders constituting the holders of Trust Certificates representing not less than 85% of the Trust Shares wish to extend the term of the Trust Agreement, on the terms and conditions set forth therein, for an additional two (2) years from January 31, 2019.
NOW, THEREFORE, each Shareholder of the Company who becomes a party hereto agrees with each of the other such Shareholders for himself and his heirs, administrators, successors and assigns as follows:
1. EXTENSION OF TRUST AGREEMENT. The Trust Agreement shall be extended, unless sooner terminated on the terms and conditions set forth therein, to January 31, 2021, upon the occurrence prior to January 31, 2019 of the earlier of either:
(a) the execution of this Agreement by the holders of not less than 1,546,723 shares of Common Stock of the Company, such number representing not less than 85% of the Trust Shares,
Or
(b) the presentation to the Company of a certificate signed by the Secretary of the meeting, certifying that at a meeting duly called and held for the purpose of considering an extension, at a place in Cuyahoga County, Ohio, specified in a notice given either by the Trustees or a Trust Certificate holder, not less than ten (10) nor more than thirty (30)days prior to such meeting to each Trust Certificate holder under the Trust Agreement, the holders of Trust Certificates representing not less than 85% of the Trust Shares voted in favor of this extension.
Page 1 of 8
2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.
3. EXECUTION. This Extension Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute but one and the same instrument. This Extension Agreement shall inure to the benefit of, and be binding upon, all persons executing it and their respective heirs, executors, administrators, legatees and assigns.
IN WITNESS WHEREOF, the Trustees have executed and delivered this Extension Agreement and the Shareholders have become parties hereto in the manner herein before provided.
TRUSTEES:
| /s/ Xxxxxx X. Xxxxxxx |
| Xxxxxx X. Xxxxxxx |
| /s/ Xxxxxxx X. Xxxxx, III |
| Xxxxxxx X. Xxxxx, III |
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| Xxxxxxx Xxxxxxxxx |
219,323 | /s/ Xxxxxxx Xxxxxxxxx |
10/11/18 | |||
| Xxxxxx Xxxxxxxxx |
400 | /s/ Xxxxxx Xxxxxxxxx |
10/11/18 | |||
| Xxxxxx Xxxxxxxxx |
29,715 | /s/ Xxxxxx Xxxxxxxxx |
10/12/18 | |||
| Xxxxxx Xxxxxxxxx |
29,715 | /s/ Xxxxxx Xxxxxxxxx |
10/11/18 | |||
| Xxxxxx Xxxxxxxxx custodian for: Xxxxxxx Xxxxxxxxx |
700 | /s/ Xxxxxx Xxxxxxxxx |
10/11/18 | |||
| Xxxxxxx Xxxxxxxxx |
29,715 | /s/ Xxxxxxx Xxxxxxxxx |
12/10/18 | |||
| Xxxxx Xxxxxx |
27,240 | /s/ Xxxxx Xxxxxx |
10/12/18 | |||
| Xxxxxx Xxxxxx |
27,240 | /s/ Xxxxxx Xxxxxx |
10/12/18 | |||
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| Xxxxxx Xxxxxxx |
177,174 | /s/ Xxxxxx Xxxxxxx |
11/11/18 | |||
| Xxxxxxxx Xxxxxx |
34,925 | /s/ Xxxxxxxx Xxxxxx |
11/12/18 | |||
| Xxxxxxxx Xxxxxx custodian for: Xxxxxx Xxxxxx |
17,800 | /s/ Xxxxxxxx Xxxxxx |
11/12/18 | |||
| Xxxxxxxx Xxxxxx custodian for: Xxxxx Xxxxxx |
6,400 | /s/ Xxxxxxxx Xxxxxx |
11/12/18 | |||
| Xxxxx Xxxxxxx |
31,075 | /s/ Xxxxx Xxxxxxx |
11/20/18 | |||
| Xxxxx Xxxxxxx custodian for: Xxxxxxx Xxxxxxx |
17,500 | /s/ Xxxxx Xxxxxxx |
11/20/18 | |||
| Xxxxx Xxxxxxx custodian for: Xxxxxx Xxxxxxx |
6,100 | /s/ Xxxxx Xxxxxxx |
11/20/18 | |||
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| Xxxxx Xxxxxxx |
187,818 | /s/ Xxxxx Xxxxxxx |
11/21/18 | |||
| Xxxxxx Xxxxxxx Jr. |
27,400 | /s/ Xxxxxx Xxxxxxx Jr. |
11/21/18 | |||
| Xxxxx Xxxxxxx |
28,200 | /s/ Xxxxx Xxxxxxx |
11/21/18 | |||
| CHS Foundation Xxxxx Xxxxxxx, Trustee |
913 | /s/ Xxxxx Xxxxxxx |
11/21/18 | |||
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| PNC, and its successors, as trustee of the Xxxx X. Xxxxx Trust for the benefit of XX Xxxxx III dated December 8, 1981 as amended and restated on September 16, 1989 By: Xxxxxxx Xxxx |
121,678 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| PNC, and its successors, as trustee of the Xxxxxxx X. Xxxxx, Xx. Irrevocable Trust for the benefit of XX Xxxxx III dated September 5, 1990. By: Xxxxxxx Xxxx |
57,067 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| Xxxxxxx Xxxxx III |
43,766 | /s/ Xxxxxxx Xxxxx III |
1/5/19 | |||
| Xxxxx Xxxxx | 10,000 | /s/ Xxxxx Xxxxx |
1/12/19 | |||
| Xxxxxxxx Xxxxxxxxx |
17,092 | /s/ Xxxxxxxx Xxxxxxxxx |
1/5/19 | |||
| Xxxxxxxx Xxxxxxxxx Custodian for Xxxxx X. Xxxxxxxxx |
1,000 | /s/ Xxxxxxxx Xxxxxxxxx |
1/5/19 | |||
| Xxxxxxxx Xxxxxxxxx Custodian for Xxxxx X. Xxxxxxxxx |
1,000 | /s/ Xxxxxxxx Xxxxxxxxx |
1/5/19 | |||
| C Xxxxx Xxxxx |
18,959 | /s/ C Xxxxx Xxxxx |
1/5/19 | |||
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| PNC, and its successors, as trustee of the Xxxx X. Xxxxx Trust for the benefit of X Xxxxxx dated December 8, 1981 as amended and restated on September 16, 1989 By: Xxxxxxx Xxxx |
121,678 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| PNC, and its successors, as trustee of the Xxxxxxx X. Xxxxx, Xx. Irrevocable Trust for the benefit of X Xxxxxx dated September 5, 1990. By: Xxxxxxx Xxxx |
57,067 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| Xxxxxxx Xxxxxxx |
57,541 | /s/ Xxxxxxx Xxxxxxx |
12/16/18 | |||
| Xxxx Xxxxxx | 13,363 | /s/ Xxxx Xxxxxx |
11/28/18 | |||
| Xxxx Xxxxxx custodian for: Xxxxxxx Xxxxxx |
4,250 | /s/ Xxxx Xxxxxx |
11/28/18 | |||
| Xxxx Xxxxxx custodian for: Xxxxxxx Xxxxxx |
4,250 | /s/ Xxxx Xxxxxx |
11/28/18 | |||
| Xxxx Xxxxxx custodian for: Xxxxxx Xxxxxx |
1,950 | /s/ Xxxx Xxxxxx |
11/28/18 | |||
| Xxxx Xxxxxx |
16,113 | /s/ Xxxx Xxxxxx |
12/15/18 | |||
| Xxxx Xxxxxx custodian for: Xxxxxx Xxxxxx |
400 | /s/ Xxxx Xxxxxx |
12/15/18 | |||
| Xxxxx X Xxxxxx |
14,863 | /s/ Xxxxx X Xxxxxx |
11/11/18 | |||
| Xxxxx X Xxxxxx custodian for: Xxxxxx Xxxxxx |
900 | /s/ Xxxxx X Xxxxxx |
11/11/18 | |||
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VOTING TRUST EXTENSION AGREEMENT
TO JANUARY 31, 2021
| SHAREHOLDER | NUMBER OF SHARES | SIGNATURE | DATE | |||
| PNC, and its successors, as trustee of the Xxxxxxx X. Xxxxx, Xx. Irrevocable Trust for the benefit of H Xxxxx dated September 5, 1990. By: Xxxxxxx Xxxx |
57,068 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| PNC, and its successors, as trustee of the Xxxx X. Xxxxx Trust for the benefit of H Xxxxx dated December 8, 1981 as amended and restated on September 16, 1989 By: Xxxxxxx Xxxx |
121,678 | /s/ Xxxxxxx Xxxx |
1/10/19 | |||
| Xxxxxx Xxxxx |
66,820 | /s/ Xxxxxx Xxxxx |
12/7/18 | |||
| Xxxxxxx Xxx Xxxxx | 6,255 | /s/ Xxxxxxx Xxx Xxxxx |
12/7/18 | |||
| Xxxxxx Xxxxx Jr | 25,000 | /s/ Xxxxxx Xxxxx Jr |
12/8/18 | |||
| Xxxxxx Xxxxx Jr custodian for: Xxxxxx Xxxxx |
1,700 | /s/ Xxxxxx Xxxxx Jr |
12/8/18 | |||
| Xxxxxx Xxxxx Jr custodian for: Xxxxxxxxx Xxxxx |
1,700 | /s/ Xxxxxx Xxxxx Jr |
12/8/18 | |||
| Xxxxxx Xxxxx Jr custodian for: Xxxxxxx Xxxxx |
1,700 | /s/ Xxxxxx Xxxxx Jr |
12/8/18 | |||
| Xxxxxxx X Xxxxx | 25,000 | /s/ Xxxxxxx X Xxxxx |
12/15/18 | |||
| Xxxxxxx X Xxxxx custodian for: Elise Day Champ |
1,700 | /s/ Xxxxxxx X Xxxxx |
12/15/18 | |||
| Xxxxxxx X Xxxxx custodian for: Xxxxxxx Xxxxx |
1,700 | /s/ Xxxxxxx X Xxxxx |
12/15/18 | |||
| Xxxxxxx X Xxxxx custodian for: Xxxxxx Xxxxxx Champ |
1,700 | /s/ Xxxxxxx X Xxxxx |
12/15/18 | |||
| C Xxxxx Xxxxx |
25,000 | /s/ C Xxxxx Xxxxx |
12/18/18 | |||
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