VOTING TRUST AGREEMENT
Exhibit 1
THIS AGREEMENT executed this 30 day of January 2007 effective as of the 1st day of February
2007 (hereinafter referred to as the “Effective Date”), by and between those holders of Common
Shares of SIFCO Industries, Inc. who sign this Agreement (hereinafter sometimes collectively called
the “Signing Shareholders” and individually called “Signing Shareholder”), and XXXXXX 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:
WHEREAS, each Signing Shareholder represents that he (the masculine pronoun wherever used in
this Agreement being intended to include the feminine) owns the number of Common Shares of the
Company set opposite his signature below and deems it to be in his best interest to renew, continue
and extend the Voting Trust Agreement in effect with respect to his shares of the Company and
maintain on deposit hereunder the certificates evidencing his ownership of said shares in order to
continue the stability of management of the Company which the Signing Shareholders believe should
be continued for the benefit and protection of the Company and its present and future shareholders;
NOW, THEREFORE, the Signing Shareholders hereof agree each with the others, and each for
himself and his heirs, administrators, successors and assigns as follows:
1. DEPOSIT OF SHARE CERTIFICATES. As with the Voting Trust Agreements in the past, each
Signing Shareholder will continue to deposit with the Trustees a certificate or certificates
(hereinafter called “share certificates”) for the number of Common Shares of the Company set
opposite his signature below, so endorsed or accompanied by such instrument or instruments of
transfer as to maintain ownership of said shares in the Trustees; and shall likewise deposit
hereunder each and every share certificate for Common Shares of the Company which he may hereafter
acquire.
2. DELIVERY OF TRUST CERTIFICATES. The Trustees have heretofore delivered, and from time to
time in the future, upon the deposit with the Trustees by a Signing Shareholder of new share
certificates acquired by him, and upon his payment of any and all transfer taxes required in
connection therewith will deliver, or cause to be delivered, to such Signing Shareholder voting
trust certificates (hereinafter called “Trust Certificates”) for the number of Common Shares so
deposited in substantially the form shown in Exhibit A, attached hereto and made a part hereof.
3. TRANSFER OF TRUST CERTIFICATES. Each Trust Certificate issued hereunder and the interest in
shares represented thereby shall be transferable only upon the books of the Trustees by the
registered holder in person or by attorney upon surrender of the same properly endorsed or
accompanied by a properly executed instrument of transfer and upon payment of any transfer taxes
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payable on such transfer, and in accordance with rules established from time to time for that
purpose by the Trustees. Each transfer so made shall vest in the transferee all right and interest
of the transferor in and under the Trust Certificate and this Agreement with respect to the number
of shares which the endorsement or transfer evidences; and thereupon the Trustees will deliver, or
cause to be delivered, to the person or persons entitled, a new Trust Certificate or Certificates
for the number or numbers of interests in Common Shares of the Company indicated by the endorsement
or instrument of transfer. Until such transfer, the Trustees may treat the registered holder of a
Trust Certificate as the owner thereof for all purposes whatsoever. The transfer books for the
Trust Certificates may be closed by the Trustees at any time prior to the payment or distribution
of dividends or for any other purpose. Each transferee of a Trust Certificate issued hereunder
shall by the acceptance of a Trust Certificate become a party hereto with like effect as though a
Signing Shareholder and shall be embraced within the meaning of the terms “Trust Certificate
holder” or “holder of a Trust Certificate” wherever used herein.
4. LOST TRUST CERTIFICATE. The holder of any Trust Certificate shall immediately notify the
Trustees of any loss, destruction or mutilation of the same, and the Trustees may, in their
discretion, cause a new Trust Certificate to be issued to such holder for the same number of shares
either upon the surrender of the mutilated certificate or, in the case of loss or destruction, upon
satisfactory proof thereof and the giving of a bond in such form and amount and with such sureties,
if any, as the Trustees may require.
5. TITLE AND RIGHTS OF TRUSTEES. Title to all Common Shares of the Company deposited hereunder
shall remain vested in the Trustees, and title to any new shares deposited hereunder may be
transferred to the Trustees or their nominees on the books of the Company, provided that as holders
of such shares the Trustees assume no liability as shareholders of the Company, their interest
therein and hereunder being as Trustees only. Nonetheless the Trustees shall, in respect of all
shares so held by them, possess and be entitled to exercise, in their discretion, all rights of
common shareholders of every kind and character, including, but not limited to, the right to
receive dividends on said shares, the right to vote by proxy or otherwise such shares and to take
part in or consent in writing or otherwise to any corporate or shareholders’ action, including, but
not limited to, the adoption of any amended Articles of Incorporation or regulations of the Company
or any amendment to such Articles or regulations, the election of directors of the Company, the
dissolution of the Company, the merger or consolidation of the Company with any other corporation,
the sale or other disposition of all, or substantially all, of the assets of the Company or the
creation of any new class of shares having priority over the Common Shares in respect of dividends
or liquidating distributions or otherwise; except that they shall not sell, pledge, hypothecate,
mortgage or place a lien or charge upon any of the shares deposited hereunder or subject hereto.
6. DIVIDEND AND COMPARABLE RIGHTS OF TRUST CERTIFICATE HOLDER. The registered holder of each
Trust Certificate shall be entitled to receive as soon as practicable after the receipt by the
Trustees of each dividend on the shares hereunder, the amount of the dividend so received by the
Trustees in cash or in kind upon the number of Common Shares specified in each Trust Certificate;
provided that the Trustees may, in their discretion, authorize and empower the Company or its
dividend disbursing agent to make payment or distribution of such dividend directly to the
registered holders of the outstanding Trust Certificates. However, in the event that the Company
shall issue any voting shares of the Company by way of a stock split or a stock dividend
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then such voting shares so issuable with respect to all shares held by the Trustees shall be
received and held by the Trustees and shall be deemed for all the purposes of this Agreement to
have been deposited hereunder, and the Trustees shall issue to each registered holder of a Trust
Certificate an additional Trust Certificate evidencing his appropriate interest in the number of
voting shares so received and held. For the purposes of this Agreement, no shares having voting
rights only in certain events (such as, but not limited to, the occurrence of a default in the
payment of preferential dividends) shall be deemed to be voting shares.
7. SUBSCRIPTION RIGHTS. In case any stock or other securities of the Company are offered for
subscription to the holders of shares of the Company deposited hereunder, the Trustees, promptly
upon receipt of notice of such offer, shall mail or deliver a copy thereof to each registered
holder of a Trust Certificate. If at least five (5) days prior to the last day on which such
subscription can be made, the Trustee shall receive a request from any Trust Certificate holder to
subscribe in his behalf for a stated amount of such stock or securities, together with the sum of
money required to pay for the same, the Trustees shall make such subscription and the necessary
payment, and upon receiving from the Company the stock or securities so subscribed for, shall issue
to such Trust Certificate holder a new Trust Certificate in respect thereof if the same be voting
shares, but if the same not be voting shares the Trustees shall mail or deliver the stock or
securities received from the Company to the Trust Certificate holder in whose behalf the
subscription is made or may instruct the Company to make delivery thereof directly to said Trust
Certificate holder; provided, however, that if the aggregate amount of such stock or securities
which the Trustees shall be so requested to subscribe for shall exceed the total amount which the
Trustees have the right to subscribe for as shareholders of the Company under the terms of the
Company’s offer, then the Trustees shall first, on behalf of each requesting Trust Certificate
holder, subscribe for that amount which, under the terms of the Company’s offer, he would have had
the right to subscribe for if he had held directly the number of shares represented by his Trust
Certificate or Certificates; and any balance of such stock or securities then additionally
available for subscription by the Trustees shall be subscribed for on behalf of each additionally
requesting Trust Certificate holder in the proportion which the amount of his additional request
bears to the total amount of additional requests received by the Trustees.
8. DISSOLUTION OF COMPANY. In the event of the dissolution or total or partial liquidation of
the Company, whether voluntary or involuntary, the Trustees shall receive the moneys, securities,
rights or property to which the holders of shares of the Company deposited hereunder are entitled
and shall distribute the same among the registered holders of the Trust Certificates in proportion
to their interests as shown by the Trustees’ books, or the Trustees may in their discretion deposit
the same with any bank or trust company doing business in Cleveland, Ohio, with instructions to
distribute the same as above provided, and upon such deposit all further obligations or liabilities
of the Trustees in respect of the moneys, securities, rights or property so deposited shall cease.
9. REORGANIZATION OF COMPANY. In the event the Company is merged into or consolidated with
another corporation or all or substantially all of the assets of the Company are transferred to
another corporation, then and thereafter the term “Company” for all purposes of this Agreement
shall be taken to include such other corporation, and the Trustees shall receive and hold under
this Agreement any voting shares of such other corporation received on account of the stock held
hereunder prior to such merger, consolidation or transfer. Trust Certificates issued and
outstanding under this Agreement at the time of such merger, consolidation, or transfer may remain
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outstanding or the Trustees may, in their discretion, substitute for such Trust Certificates new
Trust Certificates in appropriate form, the term “shares” as used herein shall be taken to include
any stock which may be received by the Trustees in lieu of all or any part of the shares of the
Company theretofore deposited hereunder.
10. ACTION BY TRUSTEES. No action will be taken without the agreement of both Trustees. In the
event the Trustees are unable to come to agreement, the issue will be decided by a vote of all the
Trust Certificate holders, with a simple majority necessary for passage.
11. RECEIPTS AND SAFEKEEPING. Xxxxxx Xxxxxxx, or such other person, either corporate or
individual, as the Trustees may from time to time appoint for the purpose, shall have the authority
and responsibility as agent of the Trustees for receiving and safekeeping share certificates,
securities and other property or money deposited with or from time to time held by the Trustees.
Such person shall also be responsible for issuing Voting Trust Certificates to the shareholders and
notifying the Company’s transfer agent of any changes of records with respect to dividends.
12. PRIVILEGES AND RESPONSIBILITIES OF TRUSTEES. In voting the shares deposited hereunder or
in doing any act with respect to the control or management of the Company or its affairs or in
otherwise acting hereunder, the Trustees shall exercise their best judgment; but they assume no
responsibility in respect to any action taken by them or their agents, and no Trustee shall incur
any responsibility for any error or deed of commission or omission except for his own willful
misconduct. No Trustee shall be required to give any bond or other security for the discharge of
his duties. Any Trustee may act as a director or officer of the Company or of any affiliated
company and may vote for himself as such director or officer, and he or any company or firm with
which he may be connected as shareholder, director, officer or partner or otherwise may contract
with the Company or with any company or firm affiliated with it or be or become pecuniarily
interested in any matter or action to which the same may be a party or in which the same may in any
way be interested as fully as though he were not a Trustee. Any Trustee may be a holder of or
interested in Trust Certificates issued hereunder.
13. SUCCESSOR TRUSTEES. Each Signing Shareholder shall, after his signature, add the last
initial of the ancestor of such Signing Shareholder who was a child of Xxxxxxx X. Xxxxx, Xx. A
Trustee may only be removed by a writing signed by a majority in interest of the Certificate
holders who are issue (including children by adoption), spouse or spouse of issue of the same child
of Xxxxxxx X. Xxxxx, Xx. as the original named Trustee or the Trustee with respect to whom the
Trustee is a successor. Any Trustee may resign in writing. Any such resignation or removal shall
take effect at a time fixed in the writing not less than thirty (30) days after the same is
delivered to the other Trustees or Trustee, or at such earlier time as shall be accepted by all of
the Trustees. Upon any such resignation, removal or the death or incapacity of a Trustee to act,
the vacancy so occurring shall be filled by a person elected by the majority in interest of the
Certificate holders who are issue (including children by adoption), spouse or spouse of issue of
the same child of Xxxxxxx X. Xxxxx, Xx. as the original named Trustee. Such election shall be made
at a meeting called by the remaining Trustees or Trustee for that purpose by notice given to each
Certificate holder eligible to vote not less than ten (10) nor more than thirty (30) days prior
thereto. Each and every successor Trustee elected in accordance with this paragraph shall have the
powers, duties, privileges, responsibilities
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and authority of an original Trustee named herein. No Trustee shall be liable for the acts or
omissions of any predecessor Trustee.
14. PERIOD OF TRUST. This Agreement shall continue in force for a period of three (3) years
from the date first above written unless sooner terminated as hereinafter provided, and may be
extended for an additional period of not more than three (3) years by depositing with the Trustees
on or before the expiration of the original three (3) year period either (a) an agreement of
extension, which may be executed in one instrument or in several counterparts, signed by the
holders of Trust Certificates representing not less than eighty-five percent (85%) of the shares
deposited hereunder, or (b) a certificate signed by the Secretary of the meeting, certifying that
at a meeting duly called and held for the purpose of considering such 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 hereunder, the holders of Trust Certificates representing not less than
eighty-five percent (85%) of the shares deposited hereunder voted in favor of said extension. Such
extension of this Agreement shall be binding upon all Trust Certificate holders. Any Trust
Certificate holder shall, during reasonable business hours, have access to the books of the
Trustees containing the record of the name and addresses of Trust Certificate holders and the
number of shares represented by their certificates.
15. EARLY TERMINATION. At any time during the original three (3) year period, or any extension
thereof, the Trustees may terminate this trust by notice to the certificate holders, which notice
shall provide for the time and manner of delivery of certificates for shares of stock of the
Company upon surrender of the Trust Certificates.
16. PARTIAL RETURN OF SHARES. At any time or times before the termination of this trust, the
Trustees may return any number of shares of the Company deposited with them to a Trust Certificate
holder or holders free and clear of the trust, provided that the following procedure shall be
observed. The Trustees shall first notify all the Trust Certificate holders in writing of the
number of shares which they intend to return. Within thirty (30) days after the receipt of such
notice, each Trust Certificate holder who wishes any of his shares to be returned to him shall
surrender his Trust Certificate or Certificates to the Trustees for cancellation in an amount
equivalent to the number of shares he wishes returned. If the total number of shares for which
Trust Certificates are so surrendered within such thirty (30) days is not more than the total
number of shares the Trustees have decided to return, they shall cancel each Trust Certificate so
surrendered in an amount equivalent to the number of shares to be returned to the holder of that
certificate and shall cause a stock certificate or certificates for that number of shares of stock
of the Company to be issued and delivered to him or his nominee. If the total number of shares for
which Trust Certificates are so surrendered within such thirty (30) days is more than the total
number of shares the Trustees have decided to return, they shall cancel each Trust Certificate so
tendered in an amount equivalent to that proportion of the number of shares requested by that
holder which the number of shares they have decided to return bears to the total number of shares
requested by all Trust Certificate holders who tender their Trust Certificates. In no event before
termination of the trust shall the Trustees return any shares to a certificate holder who has not
tendered his Trust Certificate for cancellation.
17. AMENDMENTS. If at any time the Trustees shall deem it desirable to amend this Agreement in
any respect, they shall submit such amendment to the Trust Certificate holders for
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their approval at a meeting of such holders which shall be called for that purpose, notice of which
shall be given not less than ten (10) nor more than thirty (30) days prior to such meeting, and
shall state that the purpose of the meeting is to consider the amendment of this Agreement and
shall be accompanied by a copy of the proposed amendment. If at such meeting the proposed
amendment, or any modification thereof, shall be approved by the affirmative vote, given in person
or by proxy, of the holders of Trust Certificates representing eighty-five percent (85%) or more of
the shares then deposited under this Agreement, a certificate to that effect shall be signed by the
Secretary of the meeting and filed with the Trustees. Upon such approval and the filing of said
certificate, the amendment as so approved shall be and become a part of this Agreement and shall be
binding upon all Trust Certificate holders with like force and effect as if originally incorporated
herein.
18. DELIVERY OF SHARES ON TERMINATION.
(a) Upon termination of this Agreement, whether by expiration of time or the act of the
Trustees as hereinabove provided, the Trustees shall deliver to each Trust Certificate holder upon
surrender of his Trust Certificates accompanied, if required by the Trustees, by properly executed
transfers thereof to the Trustees and upon payment by such holder of any and all transfer taxes
payable on such transfer, a certificate or certificates for Common Shares of the stock of the
Company either registered in the name of the Trust Certificate holder or endorsed in blank or for
transfer to the name of such holder or his nominee for the number of shares represented by the
Trust Certificate or Certificates so surrendered.
(b) In case, on or after the termination of this Agreement, the Trustees shall deposit with
any bank or trust company in Cuyahoga County, Ohio, share certificates either properly endorsed in
blank or registered in the names of holders of Trust Certificates hereunder, each for the number of
Common Shares of the Company represented by a Trust Certificate outstanding, with authority in
writing to the bank or trust company to deliver said share certificates in exchange for Trust
Certificates when and as surrendered for exchange as hereinabove provided and shall give not less
than ten (10) days notice thereof to all Trust Certificate holders affected thereby, then all
further liability of the Trustees, and each of them, for the delivery of share certificates in
exchange for Trust Certificates or otherwise hereunder shall cease.
(c) At any annual or special meeting of the shareholders of the Company and after termination
of this Agreement, the Trustees may, but shall not be required to, vote any shares of the Company
then standing in their names on the books of the Company deliverable to the holders of Trust
Certificates who shall not have presented their Trust Certificates for exchange as hereinabove
provided.
19. NOTICE. Each notice provided for in this Agreement shall be in writing and signed by the
person giving the same or his duly authorized representative, except that a parent or guardian may
sign for a minor child, and a notice by the Trustees shall be signed by not less than a majority of
the Trustees then qualified to act; and each such notice shall either be delivered personally to
the person to whom it is addressed or shall be mailed to him, postage prepaid, to his last known
residence address, provided that personal delivery to a parent or guardian of a minor child shall
be sufficient delivery to the child, and further provided that a notice to any one Trustee shall be
sufficient notice
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to all, unless only one Trustee has received the notice and that Trustee has the same initial after
his signature as does the person giving the notice.
20. PARTIAL INVALIDITY. The invalidity or nonenforceability of any term or provision of this
Agreement or of the Trust Certificates shall not in any way impair or affect the balance thereof,
which shall remain in full force and effect.
21. OHIO LAW. This Agreement and the Trust Certificates shall be construed in accordance with
and shall be governed by the laws of the State of Ohio.
22. EXECUTION. This 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 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 signed this Voting Trust Agreement as of the day and
year first above written, and the Signing Shareholders have become parties hereto in the manner
hereinbefore provided.
| /s/ Xxxxxx Xxxxxxx
|
||||
| /s/ Xxxxxxx X. Xxxxx III
|
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| National City Bank, and its successors, as trustee of Fund A-1 under the trust agreement between Xxxx X. Xxxxx and National City Bank as trustee dated December 8, 1981 as amended and restated on September 16, 1989 | ||||||||
By:
|
/s/ Xxxx Xxxxxxxx
|
325,034 | ||||||
| National City Bank, and its successors, as trustee of Fund B under the trust agreement between Xxxx X. Xxxxx and National City Bank as trustee dated December 8,1981 as amended and restated on September 16 1989. | ||||||||
By:
|
/s/ Xxxx Xxxxxxxx
|
40,000 | ||||||
| National City Bank, and its successors, as trustee of the Xxxxxxx X. Xxxxx, Xx. Insurance Trust dated September 5, 1990. | ||||||||
By:
|
/s/ Xxxx Xxxxxxxx
|
171,202 | ||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxxx X. Xxxxx III | 61,666 | |||||||
| X. X. Xxxxx, III | ||||||||
| /s/ Xxxxx Xxxxx | 5,575 | |||||||
| Xxxxx Xxxxx | ||||||||
| /s/ Xxxxxxxx Xxxxx | 7,242 | |||||||
| Xxxxxxxx Xxxxx | ||||||||
| /s/ Xxxxxxxx Xxxxx | 14,250 | |||||||
| Xxxxxxxx Xxxxx (TTEE) | ||||||||
| /s/ C. Xxxxx Xxxxx | 7,109 | |||||||
| C. Xxxxx Xxxxx | ||||||||
| /s/ C. Xxxxx Xxxxx | 14,250 | |||||||
| C. Xxxxx Xxxxx (TTEE) | ||||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxxx Xxxxxxx | 57,541 | |||||||
| Xxxxxxx Xxxxxxx | ||||||||
| /s/ Xxxxxx X. Xxxxxx, III | 20,863 | |||||||
| Xxxxxx X. Xxxxxx, III | ||||||||
| /s/ Xxxxxx X. Xxxxxx, III , Custodian | 4,250 | |||||||
| Skylar X. Xxxxxx (Cust. UGM Ohio) | ||||||||
| /s/ Xxxx Xxxxxx | 20,863 | |||||||
| Xxxx Xxxxxx | ||||||||
| /s/ Xxxx Xxxxxx, Custodian | 4,250 | |||||||
| Xxxxxxx Xxxxxx (Cust. UGM Ohio) | ||||||||
| /s/ Xxxx Xxxxxx, Custodian | 4,250 | |||||||
| Xxxxxxx Xxxxxx (Cust. UGM Ohio) | ||||||||
| /s/ Xxxx Xxxxxx | 13,738 | |||||||
| Xxxx Xxxxxx | ||||||||
| /s/ Xxxxxxx Xxxxxx Xxxxxxx, Trustee | 7,125 | |||||||
| Xxxx Xxxxxx (TTEE) | ||||||||
| /s/ Xxxxx Xxxxxx | 6,613 | |||||||
| Xxxxx X. Xxxxxx | ||||||||
| /s/ Xxxxxxx Xxxxxx Xxxxxxx, Trustee | 14,250 | |||||||
| Xxxxx X. Xxxxxx (TTEE) | ||||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxx X Xxxxx | 75,592 | |||||||
| Xxxxxx X. Xxxxx | ||||||||
| /s/ Xxxxxxx Xxx Xxxxx | 6,255 | |||||||
| Xxxxxxx Xxx Xxxxx | ||||||||
| /s/ Xxxxxx X. Xxxxx, Xx. | 6,576 | |||||||
| Xxxxxx X. Xxxxx, Xx. | ||||||||
| /s/ Xxxxxx X Xxxxx, Trustee | 15,100 | |||||||
| Xxxxxx X. Xxxxx, Xx. (TTEE) | ||||||||
| /s/ Xxxxxxx X. Xxxxx | 6,576 | |||||||
| Xxxxxxx X. Xxxxx | ||||||||
| /s/ Xxxxxx X Xxxxx, Trustee | 15,300 | |||||||
| Xxxxxxx X. Xxxxx (TTEE) | ||||||||
| /s/ C. Xxxxx Xxxxx | 6,576 | |||||||
| C. Xxxxx Xxxxx (Cust. UGM Ohio) | ||||||||
| /s/ Xxxxxx X Xxxxx, Trustee | 15,300 | |||||||
| C. Xxxxx Xxxxx (TTEE) | ||||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxxx Xxxxx | 1,800 | |||||||
| Xxxxxxx Xxxxx | ||||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx, Trustee | 95,277 | |||||||
| Xxxxxxx Xxxxxxxxx Xxxxxxx, TTEE U/TR | ||||||||
| dated June 24, 1987 | ||||||||
| /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx, Trustee | 94,088 | |||||||
| Xxxxxx X. Xxxxxxxxx Non-GST Marital Trust | ||||||||
| National City Bank,Trustee, | ||||||||
| Xxxxxxxx X. Xxxxxxxxxx Trust | ||||||||
| fbo Xxxxxxx Xxxxxxxxx Xxxxxxx | ||||||||
| dated October 23, 1969 | ||||||||
By:
|
/s/ Xxxx Xxxxxxxx
|
171,207 | ||||||
13 of 17
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxxx X. Xxxxxxxxx
|
142,700 | |||||||
| /s/ Xxxxxx X. Xxxxxxxxx
|
400 | |||||||
| /s/ Xxxxxx Xxxxxxxxx
|
27,715 | |||||||
| /s/ Xxxxxx Xxxxxxxxx
|
27,715 | |||||||
| /s/ Xxxxxxx Xxxxxxxxx
|
27,715 | |||||||
| /s/ Xxxxx Xxxxxx
|
24,740 | |||||||
| /s/ Xxxxxx Xxxxxx
|
24,740 | |||||||
14 of 17
VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxxx Xxxxxxx
|
103,249 | |||||||
| /s/ Xxxxxxxx Xxxxxx
|
28,125 | |||||||
| /s/ Xxxxxxxx Xxxxxx, Custodian
|
13,400 | |||||||
| /s/ Xxxxx Xxxxxxx
|
27,775 | |||||||
| /s/ Xxxxx Xxxxxxx, Custodian
|
13,400 | |||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| /s/ Xxxxx Xxxxxxx
|
101,244 | |||||||
| /s/ Xxxxx Xxxxxxx, Custodian
|
9,450 | |||||||
| /s/ Xxxxx Xxxxxxx, Custodian
|
24,300 | |||||||
| /s/ Xxxxx Xxxxxxx, Custodian
|
25,100 | |||||||
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VOTING TRUST AGREEMENT
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
FROM FEBRUARY 1, 2007 TO JANUARY 31, 2010
| Number of | ||||||||
| Shareholder | Shares | |||||||
| Xxxxxxx Xxxxx Xxxxx, Xx. Foundation | 70,563 | |||||||
| /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx, Director
|
||||||||
| /s/ Xxxxxx Xxxxxxx
|
||||||||
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